Common use of Delivery Condition Clause in Contracts

Delivery Condition. The “Delivery Condition” shall occur at such time as Landlord delivers the applicable Phase to Tenant for commencement of construction of the Improvements, and in compliance with the conditions set forth in Schedule 3, attached hereto. The “Delivery Date” shall occur on the date of Landlord’s delivery of the applicable Phase to Tenant in the Delivery Condition, which date shall be no earlier than the date that Landlord certifies to Tenant that, to the extent required to satisfy the Delivery Condition, the applicable Base Building has been partially completed in accordance with the Base Building Construction Drawings and Specifications, but shall not occur prior to May 18, 2018. The Delivery Date shall be deemed to occur on the date the Delivery Condition would have occurred but for “Tenant Delays” (defined below). Landlord shall provide Tenant with thirty (30) days prior written notice of the date the applicable Phase is anticipated to be delivered to Tenant in the Delivery Condition, if such date is different from the anticipated applicable Delivery Date specified in Section 1.5 below. The parties acknowledge and agree that the Delivery Condition does not reflect all work necessary to cause each Building to comply with the Base Building Construction Drawings and Specifications or to be in substantially completed Base, Shell and Core condition as set forth in the Base Building Construction Drawings and Specifications. As such, Landlord shall continue to be obligated to perform additional construction after the completion of the Delivery Condition to cause the applicable Phase to be in Final Condition (as defined below). From and after the date Landlord delivers the applicable Phase to Tenant in the Delivery Condition, neither party shall unreasonably interfere with or delay the work of the other party or of other tenants and occupants of the Project and/or their contractors or consultants, and Landlord and Tenant shall mutually coordinate and cooperate with each other and with other tenants and occupants of the Project, and shall cause their respective employees, vendors, contractors, and consultants to work in harmony with and to mutually coordinate and cooperate with the other’s employees, vendors, contractors and consultants, respectively, to minimize any interference or delay by either party with respect to the other party’s work, including, without limitation, coordinating shared use of the Project loading docks and freight elevators. Notwithstanding the foregoing, in the event of any irreconcilable conflict between the work of Landlord’s workers, mechanics and contractors and the work of Tenant’s workers, mechanics and contractors, Landlord and Tenant shall resolve such conflict or interference as follows: (i) prior to the Final Condition Date, Tenant’s work shall be reasonably resequenced or rescheduled as necessary to avoid the conflict or interference, but such resequencing or rescheduling may constitute a Landlord Caused Delay if the same delays the construction of the Improvements, subject to Section 5.1 below and (ii) after the Final Condition Date, Landlord’s work shall be reasonably resequenced or rescheduled as necessary to avoid the conflict or interference.

Delivery Condition. The “Delivery Condition” shall occur at such time as Landlord delivers the applicable Phase to Tenant for commencement of construction By accepting possession of the ImprovementsPremises, and in compliance with the conditions set forth in Schedule 3, attached hereto. The “Delivery Date” shall occur on the date of Landlord’s delivery of the applicable Phase to Tenant in the Delivery Condition, which date shall be no earlier than the date that Landlord certifies to Tenant that, to the extent required to satisfy the Delivery Condition, the applicable Base Building has been partially completed in accordance with the Base Building Construction Drawings and Specifications, but shall not occur prior to May 18, 2018. The Delivery Date shall be deemed to occur on have inspected the date Premises, Building and Common Area and to have accepted and approved of them in their “as-is” and “where-is” condition as of the Delivery Condition would have occurred but for “Tenant Delays” (defined below)Lease Commencement Date. Landlord makes no representations as to the physical condition of the Premises, Building or the Project. Tenant acknowledges that neither Landlord nor any agent of Landlord has made any representation or warranty with respect to the condition of the Premises, the Building or the Project, or with respect to the suitability of the Premises, the Building or the Project for the conduct of Tenant’s business; provided, however, Landlord shall provide be responsible for ensuring that the Premises are delivered without a “Non-Compliant Condition.” As used herein, “Non-Compliant Condition” means any of the following (1) the failure of any of the following systems to be in good working order: heating, ventilation and air-conditioning (“HVAC”), Building life safety systems, or electrical service, or plumbing service serving the Premises; or (2) customary punch list items related to the final inspection of the Tenant with Improvements. If Tenant discovers a Non-Compliant Condition, Tenant shall notify Landlord of such Non-Compliant Condition no later than thirty (30) days prior written notice after delivery of the date Premises to Tenant. If Landlord contests whether a Non-Compliant Condition exists, the applicable Phase is anticipated matter shall be referred to Landlord’s Architect for resolution, whose decision shall be delivered binding on Landlord and Tenant. Tenant’s failure to notify Landlord of a Non-Compliant Condition within thirty (30) days after delivery of the Premises to Tenant in (or before the Delivery Condition, if such date is different from commencement of any construction on the anticipated applicable Delivery Date specified in Section 1.5 below. The parties acknowledge and agree initial Tenant improvements) shall be deemed to conclusively establish that the Delivery Condition does not reflect all work necessary to cause each Premises, the Building to comply with and the Base Building Construction Drawings Common Area were at such time in good, sanitary and Specifications or to be in substantially completed Base, Shell satisfactory condition and Core condition as set forth in the Base Building Construction Drawings repair and Specificationswithout any Non-Compliant Conditions. As such, Landlord shall continue to be obligated to perform additional construction after the completion cure, at Landlord’s sole cost and expense, any Non-Compliant Condition of the Delivery which it is timely noticed and which Landlord agrees that such Non-Compliant Condition to cause the applicable Phase to be in Final exists, or Landlord’s architect deems that such Non-Compliant Condition (as defined below)exists. From and after the date Landlord delivers the applicable Phase to Tenant in the Delivery Condition, neither party shall unreasonably interfere with or delay the work of the other party or of other tenants and occupants of the Project and/or their contractors or consultants, and Landlord and Tenant shall mutually coordinate and cooperate with each other and with other tenants and occupants of the Project, and shall cause their respective employees, vendors, contractors, and consultants to work in harmony with and to mutually coordinate and cooperate with the other’s employees, vendors, contractors and consultants, respectively, to minimize any interference or delay by either party with respect Notwithstanding anything to the other partycontrary above, Tenant (not Landlord) shall have the obligation to cure a Non-Compliant Condition that is caused by or contributed to by the Tenant or Tenant’s workagents, including, without limitation, coordinating shared or triggered by Tenant’s particular use of the Project loading docks and freight elevators. Notwithstanding the foregoing, in the event of any irreconcilable conflict between the work of Landlord’s workers, mechanics and contractors and the work of Premises or Tenant’s workers, mechanics and contractors, Landlord and Tenant shall resolve such conflict or interference as follows: (i) prior alterations to the Final Condition Date, Tenant’s work shall be reasonably resequenced or rescheduled as necessary to avoid the conflict or interference, but such resequencing or rescheduling may constitute a Landlord Caused Delay if the same delays the construction of the Improvements, subject to Section 5.1 below and (ii) after the Final Condition Date, Landlord’s work shall be reasonably resequenced or rescheduled as necessary to avoid the conflict or interferencePremises.

Delivery Condition. The “"Delivery Condition” " shall occur at such time as Landlord delivers the applicable Phase Site Modernization/Beautification Improvements to Tenant for commencement with (i) the completion of construction of the ImprovementsSite Modernization/Beautification Improvements pursuant to the SMB Working Drawings, with the exception of any industry standard punch list items, and (ii) representatives of Landlord and Tenant have completed a mutual walk-through inspection of the Project Site and have mutually and reasonably agreed upon a set of industry standard "punch list" items to be completed by Landlord following the "SMB Delivery Date." The date that Landlord causes the Delivery Condition to occur shall be referred to herein as the "SMB Delivery Date". If Tenant disagrees with Landlord's assertion that Delivery Condition has been achieved, then Tenant shall notify Landlord in compliance writing, within five (5) business days following the final walk-through inspection, indicating the reasons for withholding such confirmation. Thereafter, the parties shall mutually select an independent licensed general contractor with at least ten (10) years of experience in construction of common areas in First Class Life Sciences Projects, who is not affiliated with Landlord or Tenant or any of their respective agents, or retained by either of them or any of their agents in any capacity within the conditions set forth in Schedule three (3) year period preceding retention pursuant to this Tenant Work Letter (the applicable person being referred to herein as the "Third Party Inspector"), attached heretowho shall be notified of the dispute, and shall be instructed to immediately visit the Project to determine whether Delivery Condition has been achieved. The “Delivery Date” shall occur on determination of the date of Landlord’s delivery Delivery Condition by the Third Party Inspector shall be binding on the parties, and the costs of such Third Party Inspector shall be split equally by the parties. From the date of Delivery Condition and until Landlord has caused all industry standard punch list items to be completed, Landlord shall comply with all reasonable requests of Tenant relating to the scheduling and performance of any remaining work in and about the Common Areas, provided that Landlord shall not be obligated to incur any additional costs or expenses which are not included the applicable Phase to Approved SMB Budget, in connection with such scheduling and performance of remaining work unless and until such costs and expenses are either approved by Tenant in the Delivery Conditionadvance, which date shall be no earlier than the date that Landlord certifies to or are deemed approved by Tenant thatin advance, to the extent required to satisfy the Delivery Condition, the applicable Base Building has been partially completed as SMB Costs in accordance with the Base Building Construction Drawings terms and Specifications, but conditions of this Tenant Work Letter; and further provided that the foregoing shall not occur prior to May 18, 2018. The Delivery Date shall be deemed to occur on the date the Delivery Condition would have occurred but for “Tenant Delays” (defined below). Landlord shall provide Tenant with thirty (30) days prior written notice of the date the applicable Phase is anticipated to be delivered to Tenant in the Delivery Condition, if such date is different from the anticipated applicable Delivery Date specified in Section 1.5 below. The parties acknowledge and agree that the Delivery Condition does not reflect all work necessary to cause each Building to comply with the Base Building Construction Drawings and Specifications or to be in substantially completed Base, Shell and Core condition as set forth in the Base Building Construction Drawings and Specifications. As such, Landlord shall continue to be obligated to perform additional construction after the completion of the Delivery Condition to cause the applicable Phase to be in Final Condition (as defined below). From and after the date Landlord delivers the applicable Phase to Tenant in the Delivery Condition, neither party shall unreasonably interfere with or delay the work of the other party or of other tenants and occupants of the Project and/or their contractors or consultants, and Landlord and Tenant shall mutually coordinate and cooperate with each other and with other tenants and occupants of the Project, and shall cause their respective employees, vendors, contractors, and consultants to work in harmony with and to mutually coordinate and cooperate with the other’s employees, vendors, contractors and consultants, respectively, to minimize any interference or delay by either party modify Landlord's rights with respect to the other party’s work, including, without limitation, coordinating shared use of the Project loading docks any such additional costs and freight elevators. Notwithstanding the foregoing, in the event of any irreconcilable conflict between the work of Landlord’s workers, mechanics and contractors and the work of Tenant’s workers, mechanics and contractors, Landlord and Tenant shall resolve such conflict or interference expenses incurred as follows: (i) prior Unapproved SMB Costs pursuant to the Final Condition Date, Tenant’s work shall be reasonably resequenced or rescheduled as necessary to avoid the conflict or interference, but such resequencing or rescheduling may constitute a Landlord Caused Delay if the same delays the construction terms and conditions of the Improvements, subject to Section 5.1 below and (ii) after the Final Condition Date, Landlord’s work shall be reasonably resequenced or rescheduled as necessary to avoid the conflict or interference1.2 of this Tenant Work Letter.

Delivery Condition. The “Delivery Condition” shall occur at such time as Landlord delivers Should Owner be unable to deliver the applicable Phase Premises to Tenant as agreed through no fault of Owner, then neither Owner nor Agent shall be liable for any resulting damages nor shall this Lease terminate; however, Tenant shall not be liable for any rent until the Premises is available for Tenant to take possession. Tenant may terminate this Lease if Owner fails to deliver the Premises within 30 days of the Starting Date. Tenant shall submit to Agent within five (5) calendar days after Tenant’s commencement of construction occupancy a written report (the “Move-in Report”) concerning the condition of the ImprovementsPremises. Unless Tenant objects to this report by giving written notice to Owner within five (5) days after Tenant’s receipt thereof, it shall be presumed that the Premises is in good and fit and habitable condition except for those items noted in compliance with the conditions set forth Move-in Schedule 3Report. Upon the termination or expiration of this Lease, attached heretoTenant agrees to remove all of Tenant’s property from the Premises and deliver possession of the Premises to Owner in good and clean condition, reasonable wear and tear excepted. The “Delivery Date” shall occur Tenant will be liable for any damages that Owner may suffer due to Tenant’s failure to leave the Premises in the required condition, including any loss of rent from the next tenant. Any damage not noted in the Move-in Report which exists when Owner makes the final inspection at the termination of occupancy will be charged to Tenant and may be deducted by Owner from the Security Deposit. Tenant also agrees to surrender to Owner all keys and access cards to the Premises and any other amenities on the Premises on the date of Landlord’s delivery of that Tenant vacates the applicable Phase to Tenant in the Delivery Condition, which date shall be no earlier than the date that Landlord certifies to Tenant that, to the extent required to satisfy the Delivery Condition, the applicable Base Building has been partially completed in accordance with the Base Building Construction Drawings and Specifications, but shall not occur prior to May 18, 2018Premises. The Delivery Date shall be deemed failure to occur on the date the Delivery Condition would have occurred but for “Tenant Delays” (defined below). Landlord shall provide Tenant with thirty (30) days prior written notice of the date the applicable Phase is anticipated to be delivered to Tenant return all keys and access cards will result in the Delivery Condition, if such date is different a deduction from the anticipated applicable Delivery Date specified in Section 1.5 below. The parties acknowledge and agree that Security Deposit to compensate Owner for the Delivery Condition does not reflect all work necessary to cause each Building to comply with cost of re-keying or re-programming the Base Building Construction Drawings and Specifications or to be in substantially completed Base, Shell and Core condition as set forth in the Base Building Construction Drawings and Specifications. As such, Landlord shall continue to be obligated to perform additional construction after the completion of the Delivery Condition to cause the applicable Phase to be in Final Condition (as defined below). From and after the date Landlord delivers the applicable Phase to Tenant in the Delivery Condition, neither party shall unreasonably interfere with or delay the work of the other party or of other tenants and occupants of the Project and/or their contractors or consultants, and Landlord and Tenant shall mutually coordinate and cooperate with each other and with other tenants and occupants of the Project, and shall cause their respective employees, vendors, contractors, and consultants to work in harmony with and to mutually coordinate and cooperate with the other’s employees, vendors, contractors and consultants, respectively, to minimize any interference or delay by either party with respect to the other party’s work, including, without limitation, coordinating shared use of the Project loading docks and freight elevators. Notwithstanding the foregoing, in the event of any irreconcilable conflict between the work of Landlord’s workers, mechanics and contractors and the work of Tenant’s workers, mechanics and contractors, Landlord and Tenant shall resolve such conflict or interference as follows: (i) prior to the Final Condition Date, Tenant’s work shall be reasonably resequenced or rescheduled as necessary to avoid the conflict or interference, but such resequencing or rescheduling may constitute a Landlord Caused Delay if the same delays the construction of the Improvements, subject to Section 5.1 below and (ii) after the Final Condition Date, Landlord’s work shall be reasonably resequenced or rescheduled as necessary to avoid the conflict or interferencelocks.

Delivery Condition. The Landlord shall cause Landlord’s Work to be constructed in compliance with applicable Laws and building code requirements, and in a good and workmanlike manner. Upon the Commencement Date, Landlord shall deliver the Premises in broom clean condition, with all mechanical systems, bathrooms, entrances, sidewalks, roof, and structure in good working order. As used in this Lease, the term “Delivery Condition” shall occur at such time as Landlord delivers means the applicable Phase to Tenant for commencement of construction of the Improvements, and in compliance with the conditions set forth in Schedule 3, attached hereto. The “Delivery Date” shall occur on the date substantial completion of Landlord’s delivery of the applicable Phase to Tenant in the Delivery Condition, which date Work. Landlord’s Work shall be no earlier than the date that Landlord certifies to Tenant that, to the extent required to satisfy the Delivery Condition, the applicable Base Building has been partially deemed substantially complete when it is completed in accordance with this Lease, except for minor details of construction, decoration and mechanical adjustments to be performed by Landlord, the Base Building Construction Drawings and Specifications, but shall noncompletion of which does not occur prior to May 18, 2018. The Delivery Date shall be deemed to occur on the date the Delivery Condition would have occurred but for “materially interfere with Tenant’s performance of its Tenant Delays” Work (defined belowas hereinafter defined). Upon notification by Landlord shall provide Tenant with thirty (30) days prior written notice of the date the applicable Phase is anticipated to be delivered to Tenant in the Delivery Condition, if such date is different from the anticipated applicable Delivery Date specified in Section 1.5 below. The parties acknowledge and agree that the Delivery Condition does not reflect all work necessary to cause each Building to comply with the Base Building Construction Drawings and Specifications or to be in substantially completed Base, Shell and Core condition as set forth in the Base Building Construction Drawings and Specifications. As such, Landlord shall continue to be obligated to perform additional construction after the substantial completion of the Delivery Condition to cause the applicable Phase to be in Final Condition (as defined below). From and after the date Landlord delivers the applicable Phase to Tenant in the Delivery Condition, neither party shall unreasonably interfere with or delay the work of the other party or of other tenants and occupants of the Project and/or their contractors or consultants, and Landlord and Tenant shall mutually coordinate and cooperate with each other and with other tenants and occupants of the Project, and shall cause their respective employees, vendors, contractors, and consultants to work in harmony with and to mutually coordinate and cooperate with the other’s employees, vendors, contractors and consultants, respectively, to minimize any interference or delay by either party with respect to the other party’s work, including, without limitation, coordinating shared use of the Project loading docks and freight elevators. Notwithstanding the foregoing, in the event of any irreconcilable conflict between the work of Landlord’s workers, mechanics and contractors and the work of Tenant’s workers, mechanics and contractorsWork, Landlord and Tenant shall resolve schedule a pre-occupancy inspection of the Premises at which time a punchlist of outstanding items, if any, shall be completed. Within a reasonable time thereafter, Landlord shall complete the punchlist items to Tenant’s reasonable satisfaction. Tenant’s acceptance of the Premises shall be deemed to be an acceptance of the satisfactory completion of Landlord’s Work, subject only to Landlord’s completion of the punchlist items identified by Tenant in writing during such conflict or interference as follows: inspection. Landlord does not warrant Landlord’s Work whatsoever. Notwithstanding anything to the contrary contained herein, provided, and upon condition that Tenant shall give written notice to Landlord of such defect, Landlord shall warranty the Landlord’s Work for (i) prior to ninety (90) days from the Final Condition Date, Tenant’s work shall be reasonably resequenced or rescheduled as necessary to avoid the conflict or interference, but such resequencing or rescheduling may constitute a Landlord Caused Delay if the same delays the construction date on which Tenant takes possession of the Improvements, subject Premises as to Section 5.1 below patent defects; and (ii) after one (1) year from the Final Condition Date, date on which Tenant takes possession of the Premises as to latent defects. To the extent any components of Landlord’s work Work are covered by a manufacturer’s or contractor’s warranty running to Landlord’s benefit, Landlord shall be reasonably resequenced or rescheduled as necessary use reasonable efforts to avoid enforce the conflict or interferenceterms of such warranty such that Tenant receives the benefit thereof.

Delivery Condition. The “Delivery Condition” shall occur at such time as Landlord delivers the applicable Phase Premises to Tenant for commencement of construction of the Tenant Improvements, and in compliance with the conditions set forth in Schedule 3, attached hereto. The “Delivery Date” shall occur on the date of Landlord’s delivery of the applicable Phase to Tenant in the Delivery Condition, which date shall be no earlier than the date that Landlord certifies to Tenant that, to the extent required to satisfy the Delivery Condition, the applicable Base Building has been partially completed in accordance with the Base Building Construction Drawings and Specifications, but shall not occur prior to May 18, 2018. The Delivery Date shall be deemed to occur on the date the Delivery Condition would have occurred but for “Tenant Delays” (defined below). Landlord shall endeavor to provide Tenant with thirty at least ten (3010) business days prior written notice of the date (the applicable Phase is anticipated to “Delivery Date”) the Premises shall be delivered to Tenant in the Delivery Condition, if such date is different from the anticipated applicable Delivery Date specified in Section 1.5 below. The parties acknowledge and agree that the Delivery Condition does not reflect all work necessary to cause each the Building to comply with the Base Building Construction Drawings and Specifications or to be in substantially completed Base, Shell and Core condition as set forth in the Base Building Construction Drawings and Specificationscondition. As such, Landlord shall continue to be obligated to perform additional construction after the completion of the Delivery Condition to cause the applicable Phase Premises to be in Final Condition (as defined in Section 1.3 below). From and after the date Landlord delivers the applicable Phase Premises to Tenant in the Delivery Condition, neither party shall unreasonably interfere with or delay the work of the other party or of other tenants and occupants of the Project and/or their its contractors or consultants, and Landlord and Tenant both parties shall mutually coordinate and cooperate with each other and with other tenants and occupants of the Projectother, and shall cause their respective employees, vendors, contractors, and consultants to work in harmony with and to mutually coordinate and cooperate with the other’s employees, vendors, contractors and consultants, respectively, to minimize any interference or delay by either party with respect to the other party’s work, including, without limitation, coordinating shared use of the Project loading docks and freight elevators. Notwithstanding the foregoing, in the event of any irreconcilable conflict between the work of Landlord’s workers, mechanics and contractors and the work of Tenant’s workers, mechanics and contractorscontractors which conflict is not due to a change in Tenant’s scheduling or failure to timely perform phased work, Landlord and Tenant shall resolve such conflict or interference as follows: (i) prior to the Final Condition Date, by a reasonable resequencing or rescheduling of Tenant’s remaining work shall be reasonably resequenced or rescheduled as necessary to avoid the conflict or interference, but provided that if any such resequencing or rescheduling may constitute a Landlord Caused Delay if of Tenant’s remaining work would result in material and unreasonable interference (except as otherwise allowed under this Tenant Work Letter) with the same delays Substantial Completion of the Tenant Improvements and which would unreasonably preclude or delay the construction of the Tenant Improvements, then such resequencing or rescheduling shall be deemed a “Landlord Caused Delay,” as defined below, subject to the terms of Section 5.1 below and (ii) after the Final Condition Date, Landlord’s work shall be reasonably resequenced or rescheduled as necessary to avoid the conflict or interference5 below.

Delivery Condition. The “Delivery Condition” Landlord shall occur at such time as Landlord delivers not be obligated to provide or pay for any improvement, remodeling or refurbishment work or services related to the applicable Phase to Tenant for commencement of construction improvement, remodeling or refurbishment of the ImprovementsPremises, and Tenant shall accept the Premises in compliance with the conditions set forth in Schedule 3, attached hereto. The its “Delivery DateAS-IS” shall occur condition on the date Commencement Date. Tenant shall have no obligation hereunder to cure violations of Landlord’s delivery conditions which existed at the Building or the Premises prior to the occupancy of Tenant and the applicable Phase to Tenant in the Delivery ConditionCommencement Date, which date shall be no earlier than the date that Landlord certifies to Tenant that, except to the extent required to satisfy such violations exist by reason of any acts of Tenant, its agents, employees or contractors. By occupying the Delivery ConditionPremises, the applicable Base Building has been partially completed in accordance with the Base Building Construction Drawings and Specifications, but shall not occur prior to May 18, 2018. The Delivery Date Tenant shall be deemed to occur on have accepted the date the Delivery Condition would have occurred but for “Tenant Delays” (defined below). Landlord shall provide Tenant with thirty (30) days prior written notice Premises in their condition as of the date the applicable Phase is anticipated to be delivered of such occupancy. Landlord makes no guaranty, representation or warranty to Tenant in the Delivery Condition, if such date is different from the anticipated applicable Delivery Date specified in Section 1.5 below. The parties acknowledge and agree that the Delivery Condition does not reflect all work necessary to cause each Building to comply with the Base Building Construction Drawings and Specifications or to be in substantially completed Base, Shell and Core condition as set forth in the Base Building Construction Drawings and Specifications. As such, Landlord shall continue to be obligated to perform additional construction after the completion of the Delivery Condition to cause the applicable Phase to be in Final Condition (as defined below). From and after the date Landlord delivers the applicable Phase to Tenant in the Delivery Condition, neither party shall unreasonably interfere with or delay the work of the other party or of other tenants and occupants of the Project and/or their contractors or consultants, and Landlord and Tenant shall mutually coordinate and cooperate with each other and with other tenants and occupants of the Project, and shall cause their respective employees, vendors, contractors, and consultants to work in harmony with and to mutually coordinate and cooperate with the other’s employees, vendors, contractors and consultants, respectively, to minimize any interference or delay by either party with respect to Tenant’s ability to use the other party’s workPremises for the Permitted Use and/or to obtain any necessary governmental permits or approvals therefor. Prior to executing this Lease, includingTenant, without limitationby and through Tenant's employees, coordinating shared use agents and representatives, or through professionals having appropriate qualifications, has conducted all inspections, investigations and surveys of the Project loading docks Premises which Tenant deems necessary, advisable and freight elevatorsappropriate. Tenant shall be solely responsible to obtain all necessary governmental or regulatory approvals, permits and licenses applicable to the Permitted Use. Notwithstanding the foregoing, in the event of any irreconcilable conflict between the work of Landlord’s workers, mechanics and contractors and the work of Tenant’s workers, mechanics and contractors, Landlord and Tenant shall resolve such conflict foregoing or interference as follows: (i) prior anything to the Final Condition Datecontrary herein, Tenant’s work shall be reasonably resequenced or rescheduled as necessary ▇▇▇▇▇▇▇▇ agrees to avoid deliver the conflict or interferencePremises to Tenant broom clean, but such resequencing or rescheduling may constitute a Landlord Caused Delay if with the same delays existing plumbing, electrical systems, heating, ventilation and air-conditioning in good working order (collectively the construction of the Improvements, subject to Section 5.1 below and (ii) after the Final Condition Date, Landlord’s work shall be reasonably resequenced or rescheduled as necessary to avoid the conflict or interference“Delivery Condition”).

Delivery Condition. The “Delivery Condition” shall occur at such time as Should Landlord delivers be unable to deliver the applicable Phase Premises to Tenant as agreed through no fault of Landlord, then Landlord shall not be liable for any resulting damages nor shall this lease terminate; however, Tenant shall not be liable for any rent until the Premises is available for Tenant to take possession. Tenant may terminate this Lease if Owner fails to deliver the Premises within 30 days of the Starting Date. Owner shall submit to Tenant within five (5) calendar days after ▇▇▇▇▇▇’s commencement of construction occupancy a written report (the “Move-in Report”) concerning the condition of the ImprovementsPremises. Unless Tenant objects to this report by giving written notice to Owner within five (5) days after ▇▇▇▇▇▇’s receipt thereof, it shall be presumed that the Premises is in good and fit and habitable condition except for those items noted in compliance with the conditions set forth Move-in Schedule 3Report. Upon the termination or expiration of this Lease, attached hereto▇▇▇▇▇▇ agrees to remove all of ▇▇▇▇▇▇’s property from the Premises and deliver possession of the Premises to Owner in good and clean condition, reasonable wear and tear excepted. The “Delivery Date” shall occur Tenant will be liable for any damages that Owner may suffer due to ▇▇▇▇▇▇’s failure to leave the Premises in the required condition, including any loss of rent from the next tenant. Any damage not noted in the Move-in Report which exists when Owner makes the final inspection at termination of occupancy will be charged to Tenant and may be deducted by Owner from the Security Deposit. ▇▇▇▇▇▇ also agrees to surrender to Owner all keys and access cards to the Premises and any other amenities on the Premises on the date of Landlord’s delivery of that Tenant vacates the applicable Phase Premises, and the failure to Tenant return all keys and access cards will result in the Delivery Condition, which date shall be no earlier than the date that Landlord certifies to Tenant that, to the extent required to satisfy the Delivery Condition, the applicable Base Building has been partially completed in accordance with the Base Building Construction Drawings and Specifications, but shall not occur prior to May 18, 2018. The Delivery Date shall be deemed to occur on the date the Delivery Condition would have occurred but for “Tenant Delays” (defined below). Landlord shall provide Tenant with thirty (30) days prior written notice of the date the applicable Phase is anticipated to be delivered to Tenant in the Delivery Condition, if such date is different a deduction from the anticipated applicable Delivery Date specified in Section 1.5 below. The parties acknowledge and agree that Security Deposit to compensate Owner for the Delivery Condition does not reflect all work necessary to cause each Building to comply with cost of re-keying or re-programming the Base Building Construction Drawings and Specifications or to be in substantially completed Base, Shell and Core condition as set forth in the Base Building Construction Drawings and Specifications. As such, Landlord shall continue to be obligated to perform additional construction after the completion of the Delivery Condition to cause the applicable Phase to be in Final Condition (as defined below). From and after the date Landlord delivers the applicable Phase to Tenant in the Delivery Condition, neither party shall unreasonably interfere with or delay the work of the other party or of other tenants and occupants of the Project and/or their contractors or consultants, and Landlord and Tenant shall mutually coordinate and cooperate with each other and with other tenants and occupants of the Project, and shall cause their respective employees, vendors, contractors, and consultants to work in harmony with and to mutually coordinate and cooperate with the other’s employees, vendors, contractors and consultants, respectively, to minimize any interference or delay by either party with respect to the other party’s work, including, without limitation, coordinating shared use of the Project loading docks and freight elevators. Notwithstanding the foregoing, in the event of any irreconcilable conflict between the work of Landlord’s workers, mechanics and contractors and the work of Tenant’s workers, mechanics and contractors, Landlord and Tenant shall resolve such conflict or interference as follows: (i) prior to the Final Condition Date, Tenant’s work shall be reasonably resequenced or rescheduled as necessary to avoid the conflict or interference, but such resequencing or rescheduling may constitute a Landlord Caused Delay if the same delays the construction of the Improvements, subject to Section 5.1 below and (ii) after the Final Condition Date, Landlord’s work shall be reasonably resequenced or rescheduled as necessary to avoid the conflict or interferencelocks.

Delivery Condition. The “"Delivery Condition” " shall occur at such time as Landlord delivers the applicable Phase Premises to Tenant for commencement with (i) the completion of construction of the ImprovementsTenant Improvements in the Premises pursuant to the TI Working Drawings, with the exception of any industry standard punch list items and any tenant fixtures, work-stations, built-in furniture, or equipment to be installed by Tenant or under the supervision of Contractor, (ii) Landlord has received a certificate of occupancy or temporary certificate of occupancy, or legal equivalent, for the Premises for the Permitted Uses of the Must-Take Space 2, as reasonably inferred from the TI Working Drawings (a "CofO"), (iii) all Building Systems serving the Premises are good working condition, with climate control equipment in the Premises air-balanced (with the understanding that it is possible that additional air-balancing may be required following such initial air-balancing for the Premises, and that only the initial 30 days of rebalancing of the of climate control equipment for the Premises shall be covered by the ▇▇▇▇▇▇▇▇'▇ ▇▇▇▇ Warranty, with any subsequent air-balancing of the climate control systems to be performed by Landlord as part of the Direct Expenses associated with Landlord's maintenance and repair of the Building Systems), (iv) the Base Building Architect and the TI Architect have both signed an AIA Document G704 – 2000 (Certificate of Substantial Completion), and (v) representatives of Landlord and Tenant have completed a mutual walk-through inspection of the Premises and have mutually and reasonably agreed upon a set of industry standard "punch list" items to be completed by Landlord following the Must-Take 2 Delivery Date (as defined in compliance Section 1.4.3 of this Lease). If Tenant disagrees with Landlord's assertion that Delivery Condition has been achieved, then Tenant shall notify Landlord in writing, within five (5) business days following the conditions set forth final walk-through inspection, indicating the reasons for withholding such confirmation. Thereafter, the parties shall mutually select an independent licensed general contractor with at least ten (10) years of experience in Schedule construction of tenant improvements in First Class Life Sciences Projects, who is not affiliated with Landlord or Tenant or any of their respective agents, or retained by either of them or any of their agents in any capacity within the three (3) year period preceding retention pursuant to this Tenant Work Letter (the applicable person being referred to herein as the "Third Party Inspector"), attached heretowho shall be notified of the dispute, and shall be instructed to immediately visit the Must-Take Space 2 to determine whether Delivery Condition has been achieved. The “Delivery Date” shall occur on determination of the date of Landlord’s delivery of Delivery Condition by the applicable Phase to Tenant in the Delivery Condition, which date Third Party Inspector shall be no earlier than binding on the parties, and the costs of such Third Party Inspector shall be split equally by the parties. From the date that Landlord certifies to Tenant that, to the extent required to satisfy the Delivery Condition, the applicable Base Building has been partially completed in accordance with the Base Building Construction Drawings and Specifications, but shall not occur prior to May 18, 2018. The Delivery Date shall be deemed to occur on the date the of Delivery Condition would have occurred but for “Tenant Delays” (defined below). and until Landlord shall provide Tenant with thirty (30) days prior written notice of the date the applicable Phase is anticipated has caused all industry standard punch list items to be delivered to Tenant in the Delivery Condition, if such date is different from the anticipated applicable Delivery Date specified in Section 1.5 below. The parties acknowledge and agree that the Delivery Condition does not reflect all work necessary to cause each Building to comply with the Base Building Construction Drawings and Specifications or to be in substantially completed Base, Shell and Core condition as set forth in the Base Building Construction Drawings and Specifications. As suchcompleted, Landlord shall continue comply with all reasonable requests of Tenant relating to be obligated to perform additional construction after the completion scheduling and performance of the Delivery Condition to cause the applicable Phase to be in Final Condition (as defined below). From and after the date Landlord delivers the applicable Phase to Tenant in the Delivery Condition, neither party shall unreasonably interfere with or delay the work of the other party or of other tenants and occupants of the Project and/or their contractors or consultants, and Landlord and Tenant shall mutually coordinate and cooperate with each other and with other tenants and occupants of the Project, and shall cause their respective employees, vendors, contractors, and consultants to any remaining work in harmony with and to mutually coordinate and cooperate with about the other’s employees, vendors, contractors and consultants, respectively, to minimize any interference or delay by either party with respect to the other party’s work, including, without limitation, coordinating shared use of the Project loading docks and freight elevators. Notwithstanding the foregoing, in the event of any irreconcilable conflict between the work of Landlord’s workers, mechanics and contractors and the work of Tenant’s workers, mechanics and contractors, Landlord and Tenant shall resolve such conflict or interference as follows: (i) prior to the Final Condition Date, Tenant’s work shall be reasonably resequenced or rescheduled as necessary to avoid the conflict or interference, but such resequencing or rescheduling may constitute a Landlord Caused Delay if the same delays the construction of the Improvements, subject to Section 5.1 below and (ii) after the Final Condition Date, Landlord’s work shall be reasonably resequenced or rescheduled as necessary to avoid the conflict or interferencePremises.

Delivery Condition. The “Delivery Condition” shall occur at such time (i) Except as otherwise provided in this Lease: (1) Landlord delivers will not be obligated to alter, remodel, decorate, clean or improve the applicable Phase Premises or the Property or to demolish and/or remove any improvements, equipment or property located in the Premises (or to provide Tenant with any credit or allowance for commencement of construction any of the Improvements, foregoing); (2) no representation regarding the condition of the Premises or the Property have been made by or on behalf of Landlord or relied upon by Tenant; and (3) Tenant shall accept the Premises in compliance with the conditions set forth in Schedule 3, attached hereto. The an “Delivery Dateas-is” shall occur “where-is” condition and configuration on the date of upon which Landlord delivers possession thereof to Tenant, except that Landlord shall perform the Landlord’s delivery Work described in Section 5(b)(i) below in a good and workmanlike manner and in accordance with all Laws, including local zoning ordinances and building codes. (ii) Tenant, at its expense, shall (x) obtain any and all certificates of occupancy, special use permits, sign permits, business licenses and other permits and licenses which may be required by applicable Law for Tenant’s use and occupancy of the applicable Phase Premises (“Required Use Permits”), and (y) make any and all improvements, alterations and additions within the Premises (other than Landlord’s Work) which may be required to obtain such Required Use Permits. The failure of Tenant in to obtain any such Required Use Permit shall not be a condition precedent to Tenant’s obligation to pay Rent or to perform any of its other obligations hereunder or affect the Delivery Condition, which date shall be no earlier than the date that validity of this Lease. (iii) Landlord certifies represents to Tenant that, to as of the extent required to satisfy the Delivery ConditionEffective Date, the applicable Base Building Landlord has been partially completed in accordance with the Base Building Construction Drawings no actual knowledge of, and Specificationshas received no notice from any Governmental Authority of, but shall not occur prior to May 18, 2018. The Delivery Date shall be deemed to occur any material outstanding violations of Environmental Laws or other Laws based on the date condition of Project B. (iv) Nothing in this Section 5(a) will excuse the Delivery Condition would have occurred but for “Tenant Delays” (defined below). obligations expressly imposed on Landlord shall provide Tenant with thirty (30) days prior written notice by other provisions of the date the applicable Phase is anticipated this Lease to be delivered to Tenant in the Delivery Condition, if such date is different from the anticipated applicable Delivery Date specified in Section 1.5 below. The parties acknowledge and agree that the Delivery Condition does not reflect all work necessary to cause each Building to comply with the Base Building Construction Drawings and Specifications make repairs or to be in substantially completed Base, Shell and Core condition as set forth in the Base Building Construction Drawings and Specifications. As such, Landlord shall continue to be obligated to perform additional construction after the completion of the Delivery Condition to cause the applicable Phase to be in Final Condition (as defined below). From and after the date Landlord delivers the applicable Phase to Tenant in the Delivery Condition, neither party shall unreasonably interfere with or delay the work of the other party or of other tenants and occupants of the replacements at Project and/or their contractors or consultants, and Landlord and Tenant shall mutually coordinate and cooperate with each other and with other tenants and occupants of the Project, and shall cause their respective employees, vendors, contractors, and consultants to work in harmony with and to mutually coordinate and cooperate with the other’s employees, vendors, contractors and consultants, respectively, to minimize any interference or delay by either party with respect to the other party’s work, including, without limitation, coordinating shared use of the Project loading docks and freight elevators. Notwithstanding the foregoing, in the event of any irreconcilable conflict between the work of Landlord’s workers, mechanics and contractors and the work of Tenant’s workers, mechanics and contractors, Landlord and Tenant shall resolve such conflict or interference as follows: (i) prior to the Final Condition Date, Tenant’s work shall be reasonably resequenced or rescheduled as necessary to avoid the conflict or interference, but such resequencing or rescheduling may constitute a Landlord Caused Delay if the same delays the construction of the Improvements, subject to Section 5.1 below and (ii) after the Final Condition Date, Landlord’s work shall be reasonably resequenced or rescheduled as necessary to avoid the conflict or interference.B.

Delivery Condition. The “"Delivery Condition” " shall occur at such time as Landlord delivers the applicable Phase Base Building to Tenant for commencement of construction of the Improvements, and in compliance with the conditions set forth in Schedule 32, attached hereto. The “Delivery Date” shall occur on the date of Landlord’s 's delivery of the applicable Phase Premises to Tenant in the Delivery Condition, which date shall be no earlier than Condition is the date that Landlord certifies to Tenant that, to the extent required to satisfy the "Delivery Condition, the applicable Base Building has been partially completed in accordance with the Base Building Construction Drawings and Specifications, but shall not occur prior to May 18, 2018Date". The Delivery Date shall be deemed to occur on the date the Delivery Condition would have occurred but for “"Tenant Delays” " (defined below). Landlord shall provide Tenant with thirty (30) days prior written notice of the date the applicable Phase is anticipated to be delivered to Tenant in the Delivery Condition, if such date is different from the anticipated applicable Delivery Date specified in Section 1.5 below. The parties acknowledge and agree that the Delivery Condition does not reflect all work necessary to cause each the Building to comply with the Base Building Construction Drawings and Specifications or to be in substantially completed Base, Shell and Core condition as set forth in the Base Building Construction Drawings and Specificationscondition. As such, Landlord shall continue to be obligated to perform additional construction after the completion of the Delivery Condition to cause the applicable Phase Premises to be in Final Condition (as defined below)Condition. From and after the date Landlord delivers the applicable Phase Premises to Tenant in the Delivery Condition, neither party shall unreasonably interfere with or delay the work of the other party or of other tenants and occupants of the Project and/or their its contractors or consultants, and Landlord and Tenant both parties shall mutually coordinate and cooperate with each other and with other tenants and occupants of the Projectother, and shall cause their respective employees, vendors, contractors, and consultants to work in harmony with and to mutually coordinate and cooperate with the other’s 's employees, vendors, contractors and consultants, respectively, to minimize any interference or delay by either party with respect to the other party’s 's work, including, without limitation, coordinating shared use of the Project loading docks and freight elevators. Notwithstanding the foregoing, in the event of any irreconcilable conflict between the work of Landlord’s 's workers, mechanics and contractors and the work of Tenant’s 's workers, mechanics and contractors, Landlord and Tenant shall resolve such conflict or interference as follows: (i) prior to the Final Condition Date, by a reasonable resequencing or rescheduling of Tenant’s 's remaining work shall be reasonably resequenced or rescheduled as necessary to avoid the conflict or interference; provided, but however, that such resequencing or rescheduling may constitute of Tenant's remaining work shall delay the Lease Commencement Date on a Landlord Caused Delay if the same delays the day-for-day basis for each day of delay in construction of the Improvements caused thereby (each such day of delay in constructing the Improvements, subject to Section 5.1 below and (ii) after the Final Condition Date, Landlord’s work shall be reasonably resequenced or rescheduled as necessary to avoid the conflict or interferenceis a "Landlord Delay Day").

Delivery Condition. The “"Delivery Condition” " shall occur at such time as Landlord delivers the applicable Phase Premises to Tenant for commencement with (i) the completion of construction of the ImprovementsTenant Improvements in the Premises pursuant to the Approved Working Drawings, with the exception of any industry standard punch list items and any tenant fixtures, work-stations, built-in furniture, or equipment to be installed by Tenant or under the supervision of Contractor, (ii) Landlord has received a certificate of occupancy or temporary certificate of occupancy, or legal equivalent, for the Premises for general office assuming a normal and customary office occupancy density (a "CofO"), (iii) all Building Systems serving the Premises are good working condition in accordance with Section 1, above, (iv) Architect has signed an AIA Document G704 – 2000 (Certificate of Substantial Completion), (v) Landlord has balanced the climate control equipment in the Must-Take 1 Commencement Date or Must-Take 3 Commencement Date, as applicable; provided, however, Tenant acknowledges that it is possible that additional air-balancing may be required following such initial air-balancing for the Premises, and in compliance that only the initial 30 days of rebalancing of the of climate control equipment for the Premises shall be covered by the Landlord's Warranty, with any subsequent air-balancing of the conditions climate control systems to be performed by Landlord as part of the Direct Expenses associated with Landlord's maintenance and repair of the Building Systems, and (vi) representatives of Landlord and Tenant have completed a mutual walk-through inspection of the Premises and have mutually and reasonably agreed upon a set forth in Schedule 3, attached heretoof industry standard "punch list" items to be completed by Landlord following the "Must-Take Space 1 Delivery Date" or the "Must-Take Space 3 Delivery Date," as applicable. The “Delivery Date” shall occur on the date of Landlord’s delivery of the applicable Phase to Tenant in the Delivery Condition, which date shall be no earlier than the date that Landlord certifies to Tenant that, to the extent required to satisfy the Delivery Condition, the applicable Base Building has been partially completed in accordance with the Base Building Construction Drawings and Specifications, but shall not occur prior to May 18, 2018. The Delivery Date shall be deemed to occur on the date the Delivery Condition would have occurred but for “Tenant Delays” (defined below). Landlord shall provide Tenant with thirty (30) days prior written notice of the date the applicable Phase is anticipated to be delivered to Tenant in the Delivery Condition, if such date is different from the anticipated applicable Delivery Date specified in Section 1.5 below. The parties acknowledge and agree that the Delivery Condition does not reflect all work necessary to cause each Building to comply with the Base Building Construction Drawings and Specifications or to be in substantially completed Base, Shell and Core condition as set forth in the Base Building Construction Drawings and Specifications. As such, Landlord shall continue to be obligated to perform additional construction after the completion of causes the Delivery Condition to cause occur shall be referred to herein as the "Must-Take Space 1 Delivery Date" or the "Must-Take Space 3 Delivery Date," as applicable. If Tenant disagrees with Landlord’s assertion that Delivery Condition has been achieved, then Tenant shall notify Landlord in writing, within five (5) business days following the final walk-through inspection, indicating the reasons for withholding such confirmation. Thereafter, the parties shall mutually select an independent licensed general contractor with at least ten (10) years of experience in construction of tenant improvements in First Class Life Sciences Projects, who is not affiliated with Landlord or Tenant or any of their respective agents, or retained by either of them or any of their agents in any capacity within the three (3) year period preceding retention pursuant to this Tenant Work Letter (the applicable Phase person being referred to herein as the “Third Party Inspector”), who shall be in Final Condition (as defined below). From and after the date Landlord delivers the applicable Phase to Tenant in the Delivery Condition, neither party shall unreasonably interfere with or delay the work notified of the other party or of other tenants and occupants of the Project and/or their contractors or consultants, and Landlord and Tenant shall mutually coordinate and cooperate with each other and with other tenants and occupants of the Projectdispute, and shall cause their respective employeesbe instructed to immediately visit the Must-Take Space 1 or Must-Take Space 3, vendorsas applicable, contractorsto determine whether Delivery Condition has been achieved. The determination of the date of Delivery Condition by the Third Party Inspector shall be binding on the parties, and consultants the costs of such Third Party Inspector shall be split equally by the parties. From the date of Delivery Condition and until Landlord has caused all industry standard punch list items to be completed, Landlord shall comply with all reasonable requests of Tenant relating to the scheduling and performance of any remaining work in harmony with and to mutually coordinate and cooperate with about the other’s employees, vendors, contractors and consultants, respectively, to minimize any interference or delay by either party with respect to the other party’s work, including, without limitation, coordinating shared use of the Project loading docks and freight elevators. Notwithstanding the foregoing, in the event of any irreconcilable conflict between the work of Landlord’s workers, mechanics and contractors and the work of Tenant’s workers, mechanics and contractors, Landlord and Tenant shall resolve such conflict or interference as follows: (i) prior to the Final Condition Date, Tenant’s work shall be reasonably resequenced or rescheduled as necessary to avoid the conflict or interference, but such resequencing or rescheduling may constitute a Landlord Caused Delay if the same delays the construction of the Improvements, subject to Section 5.1 below and (ii) after the Final Condition Date, Landlord’s work shall be reasonably resequenced or rescheduled as necessary to avoid the conflict or interferencePremises.