Common use of Existing FF&E Clause in Contracts

Existing FF&E. Section 4.b of the Lease is hereby deleted in its entirety and replaced with the following: “Pursuant to the terms of this Section, Landlord will transfer to Tenant ownership of certain of the Systems Panel Furniture cubicles currently located in Suites D4 and D5 on the 4th and 5th floors of Building D. Within thirty (30) days after the date of this Amendment, Landlord, at its sole cost and expense, will relocate the System Panel Furniture cubicles in D4 to Suite D5 on the 5th floor of Building D. Any damaged cubicles will be removed by Tenant within the above thirty (30) day period and discarded at Tenant’s sole cost and expense. Following the relocation of the cubicles from Suite D4 to Suite D5 pursuant to this Section, Tenant shall be the owner of all of the cubicles located in Suite D5 and such cubicles shall be referred to herein as the “Existing FF&E.” Landlord will store the Existing FF&E in Suite D5 through March 20, 2010 at no charge to Tenant. Following March 20, 2010, Tenant may elect to extend such storage period on a month-to-month basis (but not to exceed ninety (90) days (such extension period is referred to in this paragraph as the “Extension Period”)), provided that (x) Tenant shall provide Landlord written notice of such extension of the storage period no later than February 20, 2010, and (y) Tenant shall pay to Landlord, as Additional Rent, $0.937 per month per square foot of storage space leased. For purposes of calculating such Additional Rent (whether pursuant to this paragraph or last grammatical paragraph of this Section), the “storage space leased” shall mean the actual square footage occupied by the Existing FF&E. During the Extension Period, either party shall have the right to terminate the term of Tenant's storage rights by giving at least thirty (30) days notice to the other; however, the effective date of any such termination shall not be any earlier than April 20, 2010. Prior to March 20, 2010, or the expiration of the Extension Period (if exercised), Tenant shall relocate the Existing FF&E to the Premises at its sole cost and expenses. Tenant shall provide Landlord no less than five (5) business days notice of the intended relocation. At any time prior to March 20, 2010, or during the Extension Period (if exercised), Landlord shall have the one (1) time right, upon thirty (30) days prior written notice to Tenant, to require Tenant to relocate the Existing FF&E to a location or locations identified by Landlord in Building D at Tenant’s sole cost and expenses. Tenant shall have sole liability for any damage that occurs to the Existing FF&E while it is being stored outside of the Premises. Except as otherwise provided herein, Tenant shall accept the Existing FF&E in its “as-is” condition. Landlord represents and warrants that Landlord owns the Existing FF&E free and clear of all liens and encumbrances. Tenant shall protect, defend, indemnify and hold Landlord harmless from and against any and all claims, losses and liabilities in any way arising or resulting from or in connection with the Existing FF&E which arise after the delivery of the Premises to Tenant. The Existing FF&E shall be included in the definition of “Tenant’s Property” in Section 13.2 of the Lease, and may be removed by Tenant at any time during the Term, subject to the provisions of Section 13.2 of the Lease. Prior to the expiration or earlier termination of the Lease, Tenant shall remove the Existing FF&E from the Premises at its sole cost and expense. Tenant shall be responsible for disposing of any of the Existing FF&E it will not use at Tenant's sole cost and expense within the time frames provided above. Unless Landlord allows Tenant in writing, at Landlord’s sole discretion, to remain at the storage space on a month to month basis on the same terms and conditions as provided above, if Tenant fails to surrender the storage space by March 20, 2010, or upon expiration or earlier termination of the Extension Period if extended as provided above, the Additional Rent for such storage space shall immediately be $1.41 per month per square foot of storage space leased and the leasing of such storage space shall be terminable at will at any time by Landlord upon notice to Tenant. Additionally, in the event of such holdover, Landlord shall have all of its rights set forth in Section 18 of the Lease.

Existing FF&E. Section 4.b Tenant shall have the right to use the furniture, fixtures and equipment located in the Premises as of the Lease is hereby deleted in its entirety Commencement Date and replaced with the following: “Pursuant transferred from Tenant to Landlord under the terms of this Section, the Purchase Agreement (“Existing FF&E”). The parties acknowledge that Landlord will transfer to purchased the Existing FF&E from Tenant ownership of certain of the Systems Panel Furniture cubicles currently located in Suites D4 and D5 on the 4th and 5th floors of Building D. Within thirty (30) days after the date Commencement Date of this AmendmentLease. Tenant hereby agrees that Tenant shall accept and use such Existing FF&E in its “AS IS” condition, “with all faults” and without any express or implied warranty from Landlord (or any of Landlord’s agents, employees and/or representatives) of any kind. Tenant is not relying on any representations or warranties of any kind whatsoever, express or implied, from Landlord, at its sole cost and expenseagents or brokers as to any matters concerning such Existing FF&E, will relocate including, without limitation, any implied warranty of fitness for a particular purpose. The Existing FF&E shall remain the System Panel Furniture cubicles in D4 to Suite D5 on property of Landlord during the 5th floor of Building D. Any damaged cubicles will be removed by Lease Term. Notwithstanding the preceding sentence, during the Lease Term, Tenant within the above thirty (30) day period and discarded shall, at Tenant’s sole cost and expense. Following the relocation of the cubicles from Suite D4 to Suite D5 pursuant to this Section, Tenant shall be the owner of all of the cubicles located in Suite D5 responsible for cleaning, repairing, maintaining and such cubicles shall be referred to herein as the “Existing FF&E.” Landlord will store the Existing FF&E in Suite D5 through March 20, 2010 at no charge to Tenant. Following March 20, 2010, Tenant may elect to extend such storage period on a month-to-month basis (but not to exceed ninety (90) days (such extension period is referred to in this paragraph as the “Extension Period”)), provided that (x) Tenant shall provide Landlord written notice of such extension of the storage period no later than February 20, 2010, and (y) Tenant shall pay to Landlord, as Additional Rent, $0.937 per month per square foot of storage space leased. For purposes of calculating such Additional Rent (whether pursuant to this paragraph or last grammatical paragraph of this Section), the “storage space leased” shall mean the actual square footage occupied by replacing the Existing FF&E. During the Extension Period, either party shall have the right to terminate the term of Tenant's storage rights by giving at least thirty (30) days notice to the other; however, the effective date of any such termination shall not be any earlier than April 20, 2010. Prior to March 20, 2010, or the expiration of the Extension Period (if exercised), Tenant shall relocate the Existing FF&E to the Premises at its sole cost and expenses. Tenant shall provide Landlord no less than five (5) business days notice of the intended relocation. At any time prior to March 20, 2010, or during the Extension Period (if exercised), Landlord shall have the one (1) time rightno duty to repair, upon thirty (30) days prior written notice to Tenantmaintain or replace such Existing FF&E. Tenant shall, to require Tenant to relocate the Existing FF&E to a location or locations identified by Landlord in Building D at Tenant’s sole cost and expenses. Tenant shall have sole liability for any damage that occurs to the Existing FF&E while it is being stored outside of the Premises. Except as otherwise provided hereinexpense, Tenant shall accept maintain the Existing FF&E in its “as-is” condition. Landlord represents good condition and warrants that Landlord owns repair during the Existing FF&E free and clear of all liens and encumbrancesLease Term. Tenant shall protect, defend, indemnify and hold Landlord harmless from and against any and hereby assumes all claims, losses and liabilities in any way arising risk of damage to property or resulting from or injury to persons in connection with the use of the Existing FF&E which arise after and Tenant hereby waives all clams in respect thereof against Landlord. For purposes of this Section 34, “good condition and repair” shall mean the delivery condition of such Existing FF&E as of the Premises to TenantCommencement Date, reasonable wear and tear, casualty and condemnation excepted. The Existing FF&E In no event shall be included in the definition of “Tenant’s Property” in Section 13.2 of the Lease, and may be removed by Tenant at any time during the Term, subject to the provisions of Section 13.2 of the Lease. Prior to the expiration or earlier termination of the Lease, Tenant shall remove the Existing FF&E from the Premises at its sole cost and expensePremises. Upon the expiration (or earlier termination) of the Lease Term, Tenant shall be responsible for disposing of any of surrender the Existing FF&E it will not use at Tenant's sole cost and expense within to Landlord in the time frames provided above. Unless Landlord allows Tenant in writing, at Landlord’s sole discretion, to remain at the storage space on a month to month basis same condition existing on the same terms Commencement Date, reasonable wear and conditions as provided above, if Tenant fails to surrender the storage space by March 20, 2010, or upon expiration or earlier termination of the Extension Period if extended as provided above, the Additional Rent for such storage space shall immediately be $1.41 per month per square foot of storage space leased and the leasing of such storage space shall be terminable at will at any time by Landlord upon notice to Tenant. Additionally, in the event of such holdover, Landlord shall have all of its rights set forth in Section 18 of the Leasetear excepted.

Existing FF&E. Section 4.b of the Lease is hereby deleted in its entirety and replaced The parties acknowledge that Tenant may, but shall have no obligation to, reach an agreement with the following: “Pursuant Existing Tenant in connection with Tenant’s desire to the terms of this Section, Landlord will transfer to Tenant ownership of acquire certain of the Systems Panel Furniture cubicles currently moveable furniture and moveable equipment presently located in Suites D4 the Expansion Premises, and D5 on the 4th any such furniture and 5th floors of Building D. Within thirty (30) days after the date of this Amendment, Landlord, at its sole cost and expense, will relocate the System Panel Furniture cubicles in D4 to Suite D5 on the 5th floor of Building D. Any damaged cubicles will be removed equipment actually acquired by Tenant within from the above thirty (30) day period and discarded at Existing Tenant’s sole cost and expense. Following the relocation of the cubicles from Suite D4 to Suite D5 pursuant to this Section, Tenant shall be the owner of all of the cubicles located in Suite D5 and such cubicles shall be if any, is herein referred to herein as the “Existing FF&E.” Tenant FF&E”. Landlord will store shall reasonably cooperate (at no cost and expense to Landlord) with any such negotiations and discussions regarding the Existing Tenant FF&E. To the extent Tenant ultimately acquires any Existing Tenant FF&E from Existing Tenant, Landlord shall have no liability to Tenant if any portion of the Existing Tenant FF&E is removed by Existing Tenant, and therefore is not located in Suite D5 through March 20the Expansion Premises upon delivery by Landlord. Landlord makes no representation or warranty as to the condition, 2010 at no charge to fitness or suitability of any Existing Tenant FF&E for Tenant’s purposes. Following March 20Landlord shall not assume any ownership, 2010title, or interest in any of the Existing Tenant may elect to extend such storage period on a month-to-month basis (but not to exceed ninety (90) days (such extension period is referred to in this paragraph as the “Extension Period”)), provided that (x) FF&E. Tenant shall provide Landlord written notice of such extension assume all ownership, title, and interest in the Existing Tenant FF&E that it elects to acquire and shall be required to remove the same in accordance with the terms and conditions of the storage period no later than February 20Lease, 2010including without limitation, and (y) Tenant shall pay to LandlordArticle 21 of the Lease; provided, as Additional Renthowever, $0.937 per month per square foot of storage space leased. For purposes of calculating such Additional Rent (whether pursuant to this paragraph or last grammatical paragraph of this Section), that notwithstanding the “storage space leased” shall mean the actual square footage occupied by the Existing FF&E. During the Extension Period, either party shall have the right to terminate the term of Tenant's storage rights by giving at least thirty (30) days notice foregoing to the other; howevercontrary, the effective date of any such termination in no event shall not Tenant be any earlier than April 20, 2010. Prior obligated to March 20, 2010, or remove at the expiration of the Extension Period (if exercised)Term any built-in laboratory fume hoods, Tenant shall relocate the Existing FF&E benches and other built-in fixtures, casework and improvements that are affixed to the Premises at its sole cost (the “Existing Lab Fixtures”, and expenses. collectively with the Existing Tenant shall provide Landlord no less than five (5) business days notice FF&E, the “Existing FF&E”), which Existing Lab Fixtures constitute part of the intended relocationPremises and shall be delivered to Tenant at no additional cost on the Expansion Premises Commencement Date. At any time prior to March 20, 2010, or during the Extension Period (if exercised), Landlord shall have no obligation for the one (1) time rightmaintenance, upon thirty (30) days prior written notice to Tenantrepair, to require Tenant to relocate the Existing FF&E to a location or locations identified by Landlord in Building D at Tenant’s sole cost and expenses. Tenant shall have sole liability for any damage that occurs to the Existing FF&E while it is being stored outside of the Premises. Except as otherwise provided herein, Tenant shall accept the Existing FF&E in its “as-is” condition. Landlord represents and warrants that Landlord owns the Existing FF&E free and clear of all liens and encumbrances. Tenant shall protect, defend, indemnify and hold Landlord harmless from and against any and all claims, losses and liabilities in any way arising or resulting from or in connection with the Existing FF&E which arise after the delivery of the Premises to Tenant. The Existing FF&E shall be included in the definition of “Tenant’s Property” in Section 13.2 of the Lease, and may be removed by Tenant at any time during the Term, subject to the provisions of Section 13.2 of the Lease. Prior to the expiration or earlier termination of the Lease, Tenant shall remove the Existing FF&E from the Premises at its sole cost and expense. Tenant shall be responsible for disposing replacement of any of the such Existing FF&E it will not use at Tenant's sole cost and expense within the time frames provided above. Unless Landlord allows Tenant in writing, at Landlord’s sole discretion, to remain at the storage space on a month to month basis on the same terms and conditions as provided above, if Tenant fails to surrender the storage space by March 20, 2010, or upon expiration or earlier termination of the Extension Period if extended as provided above, the Additional Rent for such storage space shall immediately be $1.41 per month per square foot of storage space leased and the leasing of such storage space shall be terminable at will at any time by Landlord upon notice to Tenant. Additionally, in the event of such holdover, Landlord shall have all of its rights set forth in Section 18 of the Lease.FF&E.

Existing FF&E. Section 4.b All of the Lease is hereby deleted furniture, fixtures and equipment located in its entirety the Premises and replaced the Licensed Space as of the Commencement Date (collectively, the “Premises FF&E”) shall remain the property of Landlord. For the avoidance of doubt, the equipment located in the Premises and the Licensed Space and identified on Exhibit E attached hereto (the “Excluded FF&E,” and together with the following: Premises FF&E, collectively, the “Pursuant Existing FF&E”) is the sole property of the Tenant and does not constitute part of the property being leased to Tenant hereunder; it being agreed and acknowledged that all of Landlord’s right, title and interest in and to the Excluded FF&E have been conveyed to Tenant pursuant to and subject to the terms of this Sectionthe Separation and Distribution Agreement. Notwithstanding the foregoing, Landlord will transfer to Tenant ownership of certain of the Systems Panel Furniture cubicles Premises FF&E shall not include any testing, manufacturing, laboratory, operating or other equipment currently located in Suites D4 and D5 on the 4th and 5th floors of Building D. Within thirty (30) days after the date of this Amendment, Landlord, at its sole cost and expense, will relocate the System Panel Furniture cubicles in D4 to Suite D5 on the 5th floor of Building D. Any damaged cubicles will be removed use primarily by Tenant within in connection with the above thirty AFI Business (30) day period as defined in the Separation and discarded Distribution Agreement). Landlord makes no representation or warranty with respect to the Existing FF&E. Landlord shall have no obligation or liability to repair, replace or maintain the Existing FF&E. Tenant, at Tenant’s sole cost and expense. Following the relocation of the cubicles from Suite D4 to Suite D5 pursuant to this Section, Tenant shall be the owner of all of the cubicles located in Suite D5 and such cubicles shall be referred to herein as the “Existing FF&E.” Landlord will store maintain the Existing FF&E in Suite D5 through March 20, 2010 at no charge good working order and condition subject to Tenant. Following March 20, 2010, Tenant may elect to extend such storage period on a month-to-month basis (but not to exceed ninety (90) days (such extension period is referred to in this paragraph as the “Extension Period”)), provided that (x) Tenant shall provide Landlord written notice of such extension of the storage period no later than February 20, 2010, reasonable wear and (y) Tenant shall pay to Landlord, as Additional Rent, $0.937 per month per square foot of storage space leased. For purposes of calculating such Additional Rent (whether pursuant to this paragraph or last grammatical paragraph of this Section), the “storage space leased” shall mean the actual square footage occupied by the Existing FF&E. During the Extension Period, either party tear and shall have the right to terminate the term of Tenant's storage rights by giving at least thirty (30) days notice to the other; however, the effective date of any such termination shall not be any earlier than April 20, 2010. Prior to March 20, 2010, or the expiration of the Extension Period (if exercised), Tenant shall relocate replace the Existing FF&E to or otherwise install such other furniture, fixtures and equipment in the Premises at its sole cost or the Licensed Space in accordance with the terms set forth in Article 7 and expenses. Tenant shall provide Landlord no less than five (5) business days notice of the intended relocationArticle 40, as applicable. At any time or prior to March 20, 2010, or during the Extension Period (if exercised), Landlord shall have the one (1) time right, upon thirty (30) days prior written notice to Tenant, to require Tenant to relocate the Existing FF&E to a location or locations identified by Landlord in Building D at Tenant’s sole cost and expenses. Tenant shall have sole liability for any damage that occurs to the Existing FF&E while it is being stored outside of the Premises. Except as otherwise provided herein, Tenant shall accept the Existing FF&E in its “as-is” condition. Landlord represents and warrants that Landlord owns the Existing FF&E free and clear of all liens and encumbrances. Tenant shall protect, defend, indemnify and hold Landlord harmless from and against any and all claims, losses and liabilities in any way arising or resulting from or in connection with the Existing FF&E which arise after the delivery of the Premises to Tenant. The Existing FF&E shall be included in the definition of “Tenant’s Property” in Section 13.2 of the Lease, and may be removed by Tenant at any time during the Term, subject to the provisions of Section 13.2 of the Lease. Prior to the expiration or earlier termination of the this Lease, Tenant shall remove the Existing all Excluded FF&E from the Premises and shall restore, at its Tenant’s sole cost and expense, the Premises in a manner reasonably satisfactory to Landlord. Tenant shall be responsible for disposing of any of All Excluded FF&E remaining in the Existing FF&E it will not use at Tenant's sole cost and expense within Premises following the time frames provided above. Unless Landlord allows Tenant in writing, at Landlord’s sole discretion, to remain at the storage space on a month to month basis on the same terms and conditions as provided above, if Tenant fails to surrender the storage space by March 20, 2010, or upon expiration or earlier termination of the Extension Period if extended as provided above, the Additional Rent for such storage space shall immediately be $1.41 per month per square foot of storage space leased and the leasing of such storage space this Lease shall be terminable deemed abandoned and may, at will at any time the election of Landlord, either be retained as Landlord’s property or may be removed from the Premises by Landlord upon notice to at Tenant. Additionally, in the event of such holdover, Landlord shall have all of its rights set forth in Section 18 of the Lease’s expense.