Common use of Future Development Clause in Contracts

Future Development. Provided the Tenant is Ionis Pharmaceuticals, Inc., or an affiliate, and Tenant is operating for the Permitted Use, in no event shall Landlord take any action or permit any actions to be taken that may or will increase or decrease, modify, change or alter the zoning or entitlements of the Premises, alter the Buildings, change the site amenities, or add additional improvements without the express written consent of Tenant. Notwithstanding the foregoing, subject to the terms of this Section 10.5, Landlord reserves all rights as may be necessary or desirable to construct additional improvements serving the Premises, the Companion Premises, or both, in connection with the construction of the improvements under the Companion Lease, including, without limitation, pedestrian walkways, installation of utilities and utility connections, structured parking, a pedestrian bridge, and site improvements at the Premises, and to modify the Buildings in connection with any such additional development, all as required by the Companion Lease and consistent with the plans and specifications for the construction of the Companion Premises (“Future Development”). In connection with any such Future Development, facilities at the Premises may be eliminated, altered, or relocated and may also be utilized to serve the Companion Premises. The rights set forth above shall include rights to use portions of the Premises for the purpose of temporary construction staging and related activities and to implement valet parking for reserved and unreserved parking spaces for the purpose of facilitating construction during such activities. 10.5.1 Landlord and its representatives, contractors, agents, employees and licensees shall have the right during any construction period to enter the Premises to undertake such work; to shore up the foundations, walls, and other improvements at the Premises; to erect scaffolding and protective barricades around the Premises; and to do any other act necessary for the safety of the improvements at the Premises or the expeditious completion of such construction. Landlord shall use reasonable efforts not to interfere with the conduct of T▇▇▇▇▇’s business and to minimize the extent and duration of any inconvenience, annoyance or disturbance to Tenant resulting from any work pursuant to this Section in or about the Premises, consistent with accepted construction practice, and so long as Landlord uses such reasonable efforts Landlord shall not be liable to Tenant for any compensation or reduction of Rent by reason of inconvenience or annoyance or for loss of business resulting from any act by Landlord pursuant to this Section. 10.5.2 Tenant agrees to enter into any instruments reasonably requested by Landlord in connection with the Future Improvements, and for the continued maintenance of such Future Improvements, so long as the same do not materially decrease the rights or materially and adversely increase the obligations of Tenant under this Lease, including reciprocal easement agreements, declarations of covenants, and other agreements to facilitate use of the improvements between the Premises and Companion Premises. Tenant agrees not to take any action to oppose any application by Landlord for any permits, consents or approvals from any governmental authorities for any redevelopment or additional development of all or any part of the Companion Premises, and will use all commercially reasonable efforts to prevent any of Tenant’s subtenants or assigns, and T▇▇▇▇▇’s and their respective officers, directors, employees, agents, contractors and consultants from doing so. For purposes hereof, action to oppose any such application shall include, without limitation, communications with any governmental authorities requesting that any such application be limited or altered. Also for purposes hereof, commercially reasonable efforts shall include, without limitation, commercially reasonable efforts, upon receiving notice of any such action to oppose any application on the part of any Tenant Parties, to obtain injunctive relief, and, in the case of a subtenant, exercising remedies against the subtenant under its sublease.

Future Development. Provided the Tenant is Ionis Pharmaceuticals, Inc., or an affiliate, and Tenant is operating for the Permitted Use, in no event shall Landlord take any action or permit any actions to be taken that may or will increase or decrease, modify, change or alter the zoning or entitlements of the Premises, alter the Buildings, change the site amenities, or add additional improvements without the express written consent of Tenant. Notwithstanding the foregoing, subject to the terms of this Section 10.5, (a) Landlord reserves all rights as may be necessary or desirable to construct additional improvements serving the Premises, the Companion Premises, or both, in connection with the construction of the improvements under the Companion Lease, including, without limitation, pedestrian walkways, installation of utilities and utility connections, structured parking, a pedestrian bridge, and site improvements parking at the PremisesProperty in the location shown on Exhibit 20.11 or, and if otherwise permitted under this Section 20.11(a), one or more additions to modify the Buildings in Building. In connection with any such additional development, all as required by the Companion Lease exterior common areas and consistent with the plans and specifications for the construction of the Companion Premises (“Future Development”). In connection with any such Future Development, facilities at the Premises Property may be eliminated, altered, or relocated and may also be utilized to serve the Companion PremisesBuilding addition(s) and other new improvements. The rights set forth above shall include rights to use portions of the Premises Property (other than the Premises) for the purpose of temporary construction staging and related activities and to implement valet parking for reserved and unreserved parking spaces for the purpose of facilitating construction during such activities. ▇▇▇▇▇▇▇▇ agrees that, so long as no Event of Default is continuing under this Lease, it shall not construct any material additions to the Building unless such construction is in accordance with the exercise of Tenant’s rights pursuant to Article 25 and it shall not construct any additional structured parking that would inhibit Tenant’s rights pursuant to Article 25 in any material manner. 10.5.1 (b) Landlord and its representatives, contractors, agents, employees and licensees shall have the right during any construction period to enter the Premises to undertake such work; to shore up the foundations, walls, foundations and/or walls of the Premises and other improvements at the PremisesProperty; to erect scaffolding and protective barricades around the PremisesPremises or in other locations within or adjacent to the other improvements at the Property; and to do any other act necessary for the safety of the Premises or other improvements at the Premises Property or the expeditious completion of such construction. Landlord shall use reasonable efforts not to interfere with the conduct of T▇▇▇▇▇Tenant’s business and to minimize the extent and duration of any inconvenience, annoyance or disturbance to Tenant resulting from any work pursuant to this Section in or about the PremisesPremises or Property, consistent with accepted construction practice, and so long as Landlord uses such reasonable efforts Landlord shall not be liable to Tenant for any compensation or reduction of Rent by reason of inconvenience or annoyance or for loss of business resulting from any act by Landlord pursuant to this Section. 10.5.2 Tenant (c) In connection with the foregoing or as Landlord may otherwise reasonably determine is necessary to accommodate the financing or operation of the Building, Landlord may create a subsidiary condominium or subject the Property to a ground lease. In the event the Building is submitted to a subsidiary condominium regime, the Property shall be deemed to be the condominium unit in which the Premises is located and all common areas and facilities serving such unit of the condominium, and, at the request of either Landlord or Tenant, Exhibit 1.01-2 shall be amended accordingly. This Lease shall be subject and subordinate to any such ground lease or condominium (and covenants and easements granted in connection therewith) so long as the same are not inconsistent in any material respect with Tenant’s rights under this Lease. ▇▇▇▇▇▇ agrees to enter into any instruments reasonably requested by Landlord in connection with the Future Improvements, and for the continued maintenance of such Future Improvements, foregoing so long as the same do not materially decrease the rights or materially and adversely increase the obligations of Tenant under this Lease, including reciprocal easement agreements, declarations a subordination of covenants, and other agreements this Lease to facilitate use of a ground lease or documents creating a subsidiary condominium at the improvements between the Premises and Companion PremisesProperty. Tenant ▇▇▇▇▇▇ agrees not to take any action to oppose any application by Landlord for any permits, consents or approvals from any governmental authorities for any redevelopment or additional development of all or any part of the Companion PremisesProperty, and will use all commercially reasonable efforts to prevent any of Tenant’s subtenants or assignsassigns (collectively, and T▇▇▇▇▇’s and their respective officers, directors, employees, agents, contractors and consultants “Tenant Responsible Parties”) from doing so. For purposes hereof, action to oppose any such application shall include, without limitation, communications with any governmental authorities requesting that any such application be limited or altered. Also for purposes hereof, commercially reasonable efforts shall include, without limitation, commercially reasonable efforts, upon receiving notice of any such action to oppose any application on the part of any Tenant Responsible Parties, to obtain injunctive relief, and, in the case of a subtenant, exercising remedies against the subtenant under its sublease. ▇▇▇▇▇▇▇▇ will reimburse Tenant for all reasonable third party attorneys’ fees that Tenant incurs to review any such documents and agreements.

Future Development. Provided the Tenant is Ionis Pharmaceuticals, Inc., or an affiliate, and Tenant is operating for the Permitted Use, in no event shall Landlord take any action or permit any actions to be taken that may or will increase or decrease, modify, change or alter the zoning or entitlements of the Premises, alter the Buildings, change the site amenities, or add additional improvements without the express written consent of Tenant. Notwithstanding the foregoing, subject to the terms of this Section 10.5, (a) Landlord reserves all rights as may be necessary or desirable to construct additional improvements serving the Premises, the Companion Premises, or both, in connection with the construction of the improvements under the Companion Lease, including, without limitation, pedestrian walkways, installation of utilities and utility connections, structured parking, a pedestrian bridge, and site improvements parking at the PremisesProperty in the location shown on Exhibit 20.11 or, and if otherwise permitted under this Section 20.11(a), one or more additions to modify the Buildings in Building. In connection with any such additional development, all as required by the Companion Lease exterior common areas and consistent with the plans and specifications for the construction of the Companion Premises (“Future Development”). In connection with any such Future Development, facilities at the Premises Property may be eliminated, altered, or relocated and may also be utilized to serve the Companion PremisesBuilding addition(s) and other new improvements. The rights set forth above shall include rights to use portions of the Premises Property (other than the Premises) for the purpose of temporary construction staging and related activities and to implement valet parking for reserved and unreserved parking spaces for the purpose of facilitating construction during such activities. Landlord agrees that, so long as no Event of Default is continuing under this Lease, it shall not construct any material additions to the Building unless such construction is in accordance with the exercise of Tenant’s rights pursuant to Article 25 and it shall not construct any additional structured parking that would inhibit Tenant’s rights pursuant to Article 25 in any material manner. 10.5.1 (b) Landlord and its representatives, contractors, agents, employees and licensees shall have the right during any construction period to enter the Premises to undertake such work; to shore up the foundations, walls, foundations and/or walls of the Premises and other improvements at the PremisesProperty; to erect scaffolding and protective barricades around the PremisesPremises or in other locations within or adjacent to the other improvements at the Property; and to do any other act necessary for the safety of the Premises or other improvements at the Premises Property or the expeditious completion of such construction. Landlord shall use reasonable efforts not to interfere with the conduct of T▇▇▇▇▇Tenant’s business and to minimize the extent and duration of any inconvenience, annoyance or disturbance to Tenant resulting from any work pursuant to this Section in or about the PremisesPremises or Property, consistent with accepted construction practice, and so long as Landlord uses such reasonable efforts Landlord shall not be liable to Tenant for any compensation or reduction of Rent by reason of inconvenience or annoyance or for loss of business resulting from any act by Landlord pursuant to this Section. 10.5.2 (c) In connection with the foregoing or as Landlord may otherwise reasonably determine is necessary to accommodate the financing or operation of the Building, Landlord may create a subsidiary condominium or subject the Property to a ground lease. In the event the Building is submitted to a subsidiary condominium regime, the Property shall be deemed to be the condominium unit in which the Premises is located and all common areas and facilities serving such unit of the condominium, and, at the request of either Landlord or Tenant, Exhibit 1.01-2 shall be amended accordingly. This Lease shall be subject and subordinate to any such ground lease or condominium (and covenants and easements granted in connection therewith) so long as the same are not inconsistent in any material respect with Tenant’s rights under this Lease. Tenant agrees to enter into any instruments reasonably requested by Landlord in connection with the Future Improvements, and for the continued maintenance of such Future Improvements, foregoing so long as the same do not materially decrease the rights or materially and adversely increase the obligations of Tenant under this Lease, including reciprocal easement agreements, declarations a subordination of covenants, and other agreements this Lease to facilitate use of a ground lease or documents creating a subsidiary condominium at the improvements between the Premises and Companion PremisesProperty. Tenant agrees not to take any action to oppose any application by Landlord for any permits, consents or approvals from any governmental authorities for any redevelopment or additional development of all or any part of the Companion PremisesProperty, and will use all commercially reasonable efforts to prevent any of Tenant’s subtenants or assignsassigns (collectively, and T▇▇▇▇▇’s and their respective officers, directors, employees, agents, contractors and consultants “Tenant Responsible Parties”) from doing so. For purposes hereof, action to oppose any such application shall include, without limitation, communications with any governmental authorities requesting that any such application be limited or altered. Also for purposes hereof, commercially reasonable efforts shall include, without limitation, commercially reasonable efforts, upon receiving notice of any such action to oppose any application on the part of any Tenant Responsible Parties, to obtain injunctive relief, and, in the case of a subtenant, exercising remedies against the subtenant under its sublease. Landlord will reimburse Tenant for all reasonable third party attorneys’ fees that Tenant incurs to review any such documents and agreements.

Future Development. Provided the A. Tenant is Ionis Pharmaceuticalsunderstands and agrees that Landlord is, Inc., will or an affiliate, and Tenant is operating for the Permitted Use, in no event shall Landlord take any action or permit any actions to be taken that may or will increase or decrease, modify, change or alter the zoning or entitlements of the Premises, alter the Buildings, change the site amenities, or add additional improvements without the express written consent of Tenant. Notwithstanding the foregoing, subject to the terms of this Section 10.5, Landlord reserves all rights as may be necessary or desirable to construct additional improvements serving engaged in the Premisesdesign, the Companion Premisesdevelopment, or bothdemolition, construction and leasing activities in connection with the construction additional development of the improvements under Project and the Companion LeaseCommon Areas within areas adjacent to or near the Leased Premises and that these activities may result in, includingamong other things, without limitationthe creation of temporary periods of noise, pedestrian walkwaysvibrations, installation of utilities and utility connectionsdust, structured parking, a pedestrian bridgelights, and site improvements at the Premises, and to modify the Buildings in connection with any such additional development, all as required by the Companion Lease and consistent with the plans and specifications for the construction odors. Tenant acknowledges that it has received notification of the Companion Premises (“Future Development”)these activities. In connection with any such Future Development, facilities at the Premises may be eliminated, altered, or relocated and may also be utilized addition to serve the Companion Premises. The Landlord’s rights set forth above elsewhere in this Lease, Tenant covenants and agrees that Landlord shall include rights have the right, in the nature of an easement, to use portions of subject the Leased Premises for and areas adjacent to or near to the purpose of Leased Premises to such temporary construction staging and related activities and to implement valet parking for reserved and unreserved parking spaces for the purpose of facilitating construction nuisances during such activities. 10.5.1 Landlord and its representatives, contractors, agents, employees and licensees shall have the right during any construction period to enter the Premises to undertake such work; to shore up the foundations, walls, and other improvements at the Premises; to erect scaffolding and protective barricades around the Premises; and to do any other act necessary for the safety of the improvements at the Premises or the expeditious completion of such construction. Landlord shall use its reasonable efforts not to interfere minimize any interference with the conduct or disruption of T▇▇▇▇▇Tenant’s business and to minimize in the extent and duration of any inconvenience, annoyance or disturbance to Tenant resulting from any work pursuant to this Section in or about the Leased Premises, consistent with accepted construction practice, and so long as but neither Landlord uses such reasonable efforts Landlord nor its related entities or affiliates shall not be liable to Tenant for any compensation or reduction of Rent by reason of inconvenience or annoyance or for loss of business disruption resulting from such construction nor shall any act by Landlord pursuant such inconvenience serve as the basis for any abatement in Rent. Tenant further agrees that Tenant shall take no action to this Section. 10.5.2 Tenant agrees to enter into any instruments reasonably requested by Landlord limit or delay Landlord’s activities in connection with the Future Improvementsdesign, development, demolition, construction or leasing of such areas in the Project. B. Landlord reserves the right to subdivide all or a portion of the Project so long as the same does not materially interfere with Tena▇▇’▇ use of or access to the Leased Premises or Tenant’s parking rights hereunder. Tenant agrees to execute and deliver, upon demand by Landlord and in the form requested by Land▇▇▇▇, ▇▇y additional documents needed to conform this Lease to the circumstances resulting from a subdivision and any all maps, reciprocal easement agreements or other instruments, documents, and for the continued maintenance of such Future Improvementsagreements in connection therewith, so long as the same do does not materially decrease the rights increase Tenant’s obligations or materially and adversely increase the obligations of Tenant decrease Tenant’s rights under this Lease. Notwithstanding anything to the contrary set forth in this Lease, including reciprocal easement agreementsthe separate ownership of any buildings and/or Common Area by an entity other than Landlord shall not affect the calculation of Operating Costs, declarations of covenants, and other agreements to facilitate use of the improvements between the Premises and Companion Premises. Tenant agrees not to take any action to oppose any application by Landlord for any permits, consents Insurance Costs or approvals from any governmental authorities for any redevelopment Taxes or additional development of all or any part of the Companion Premises, and will use all commercially reasonable efforts to prevent any Tenant’s payment of Tenant’s subtenants Share of any Operating Costs, Insurance Costs or assignsTaxes, except that Operating Costs attributable to Common Areas utilized by both the Building and any such new building in the Project shall be proportionally allocated amongst the Building and such new building, and T▇▇▇▇▇’s and their respective officers, directors, employees, agents, contractors and consultants from doing so. For purposes hereof, action to oppose any such application tenants in the Building shall include, without limitation, communications with any governmental authorities requesting that any such application not be limited or altered. Also responsible for purposes hereof, commercially reasonable efforts shall include, without limitation, commercially reasonable efforts, upon receiving notice payment of any real estate taxes attributable to such action to oppose any application on the part of any Tenant Parties, to obtain injunctive relief, and, in the case of a subtenant, exercising remedies against the subtenant under its sublease.new building improvements. 52

Future Development. Provided the Section 1.5.1. Tenant is Ionis Pharmaceuticals, Inc., or hereby acknowledges tbat an affiliate, and Tenant is operating for the Permitted Use, in no event affiliate of Landlord intends (but shall Landlord take any action or permit any actions not be obligated) to be taken that may or will increase or decrease, modify, change or alter the zoning or entitlements of the Premises, alter the Buildings, change the site amenities, or add additional improvements without the express written consent of Tenant. Notwithstanding the foregoing, subject further develop land adjacent to the terms of this Section 10.5Real Property identified on Exhibit D attached hereto as "Lot 3" (the "Adjacent Land") by constructing thereon one or more buildings together with associated parking areas, Landlord reserves all rights as may be necessary or desirable driveways, utility installations and other related improvements (the "Future Development"). Tenant agrees to construct additional improvements serving the Premises, the Companion Premises, or both, cooperate with ndlord's affiliate in connection with any such Future Development by providing any necessary temporary construction easements, provided that said easements do not interfere with the construction of the improvements under Improvements, unreasonably interfere with the Companion Lease, including, without limitation, pedestrian walkways, installation operation of utilities and utility connections, structured parking, a pedestrian bridge, and site improvements at Tenant's business from the Premises, reduce the available parking for the Facility, obstruct Tenant's access to the Facility and/or interfere with the quiet enjoyment of Tenant's residents. Landlord covenants and to modify the Buildings in connection with agrees that any such additional developmentFuture Development shall (i) be of the same or better quality of construction as the Improvements constructed hereunder, all as required by the Companion Lease (ii) consist of an architectural style and appearance which would be compatible and aesthetically consistent with the plans and specifications appearance of the Improvements constructed hereunder, (iii) not result in any relocation or decrease in the parking facilities constructed hereunder for the construction Improvements, all of which parking hereunder shall remain for the exclusive use of the Companion Facility, (iv) not result in any additional cost or expense to Tenant, and (v) not create or result in, any noncompliance of the Facility or associated improvements with any statutes, codes, regulations, ordinances, or orders of any agencies which regulate or are responsible for approving or accrediting senior housing with assisted living services (and assisted Ihing specifically) or which may be at any time applicable to any portion of the Premises or any use thereof. T qndlord agrees that its affiliate shall not deliver a substantially completed Future Development to the occupant thereof within one year of the Rent Commencement Date hereunder, nor permit any marketing of said Future Development facility within said one year period. Any failure by the owner and/or operator of the Adjacent Land to comply with the provisions of Sections 1.5.1 and 1.5.2 (“it being the responsibility of the Landlord to notify any such owner and operator of the same) shall be deemed a default by Landlord hereunder. Section 1.5.2. Tenant shall, at no time, have any responsibility whatsoever with respect to the maintenance of the Adjacent Land. Until such time as the Adjacent Land has been improved with the Future Development”), Landlord covenants and agrees, at Landlord's sole cost and expense, to perform routine weed abatement and trash removal as necessary to keep and maintain the Adjacent Land in a clean and sightly condition. In connection with any such Landlord's design and construction of the Future Development, facilities Landlord shall cause the Future Development to be professionally landscaped consistent with the quality of landscaping installed for the improvements hereunder. Upon completion of the Future Development, Landlord shall cause its aff'liate to keep and maintain or shall cause the occupant of the Future Development or any successor to Landlord's affiliate's interest therein, to keep and maintain, all such landscaping installed at the Premises may be eliminated, altered, or relocated Adjacent Land in a good and may also be utilized to serve sightly condition. Any failure by the Companion Premises. The rights set forth above shall include rights to use portions owner and/or operator of the Premises for Adjacent Land to comply with the purpose provisions of temporary construction staging Sections 1.5.1 and related activities 1.5.2 (it being the responsibility of the Landlord to notify any such owner and to implement valet parking for reserved and unreserved parking spaces for operator of the purpose of facilitating construction during such activitiessame) shall be deemed a default by Landlord hereunder. 10.5.1 Landlord Section 1.5.3. As an alternative to Sections 1.5.1 and its representatives1.5.2 hereof, contractorsat Landlord's election, agents, employees and licensees shall have but in any event upon the right during any construction period to enter the Premises to undertake such work; to shore up the foundations, walls, and other improvements at the Premises; to erect scaffolding and protective barricades around the Premises; and to do any other act necessary for the safety sale of the improvements at Adjacent Land, Landlord shall cause its aff'liate to record in the Premises or coungr recorder's offce, prior to said sale, restrictive covenants consistent with the expeditious completion provisions of Sections 1.5.1 and 1.5.2 and in form and substance reasonably approved by Tenant. Upon the recording of such construction. Landlord restrictive covenants, as reasonably approved by Tenant, Sections 1.5.1 and 1.5.2 shall use reasonable efforts not to interfere with the conduct be of T▇▇▇▇▇’s business no further force or effect and to minimize the extent and duration of any inconvenience, annoyance or disturbance to Tenant resulting shall be automatically deemed deleted from any work pursuant to this Section in or about the Premises, consistent with accepted construction practice, and so long as Landlord uses such reasonable efforts Landlord shall not be liable to Tenant for any compensation or reduction of Rent by reason of inconvenience or annoyance or for loss of business resulting from any act by Landlord pursuant to this Section. 10.5.2 Tenant agrees to enter into any instruments reasonably requested by Landlord in connection with the Future Improvements, and for the continued maintenance of such Future Improvements, so long as the same do not materially decrease the rights or materially and adversely increase the obligations of Tenant under this Lease, including reciprocal easement agreements, declarations of covenants, and other agreements to facilitate use of the improvements between the Premises and Companion Premises. Tenant agrees not to take any action to oppose any application by Landlord for any permits, consents or approvals from any governmental authorities for any redevelopment or additional development of all or any part of the Companion Premises, and will use all commercially reasonable efforts to prevent any of Tenant’s subtenants or assigns, and T▇▇▇▇▇’s and their respective officers, directors, employees, agents, contractors and consultants from doing so. For purposes hereof, action to oppose any such application shall include, without limitation, communications with any governmental authorities requesting that any such application be limited or altered. Also for purposes hereof, commercially reasonable efforts shall include, without limitation, commercially reasonable efforts, upon receiving notice of any such action to oppose any application on the part of any Tenant Parties, to obtain injunctive relief, and, in the case of a subtenant, exercising remedies against the subtenant under its sublease.

Future Development. Provided the Tenant is Ionis Pharmaceuticals, Inc., or an affiliate, and Tenant is operating for the Permitted Use, in no event shall Landlord take any action or permit any actions to be taken that may or will increase or decrease, modify, change or alter the zoning or entitlements of the Premises, alter the Buildings, change the site amenities, or add additional improvements without the express written consent of Tenant. Notwithstanding the foregoing, subject to the terms of this Section 10.5, (a) Landlord reserves all rights as may be necessary or desirable to construct additional improvements serving the Premises, the Companion Premises, or both, in connection with the construction of the improvements under the Companion Lease, including, without limitation, pedestrian walkways, installation of utilities structured parking and utility connections, structured parking, a pedestrian bridge, and site improvements buildings at the Premises, and property that is subject to modify the Buildings in Condominium. In connection with any such additional development, all as required by the Companion Lease exterior common areas and consistent with the plans and specifications for the construction of the Companion Premises (“Future Development”). In connection with any such Future Development, facilities at the Premises Property may be eliminated, altered, or relocated and may also be utilized to serve the Companion Premisesnew improvements. The rights set forth above shall include rights to use portions of the Premises Property (other than the Premises) for the purpose of temporary construction staging and related activities and to implement valet parking (with no material interruption to the operation of Tenant’s parking rights under this Lease) for reserved and unreserved parking spaces for the purpose of facilitating construction during such activities. Landlord agrees that, so long as no Event of Default is continuing under this Lease, it shall not construct any additional improvements pursuant to this Section 20.11 in the locations shown on Exhibit 20.11 as “No Build Area”. 10.5.1 (b) Landlord and its representatives, contractors, agents, employees and licensees shall have the right during any construction period to enter the Property (other than the Premises except to the extent reasonably required for the development of a pedestrian bridge from the Premises to the parking garage under the Special Permit (the “Pedestrian Bridge”), and then in a manner consistent with construction in an occupied first class office and laboratory building (taking all reasonable efforts to avoid interfering with Tenant’s use and occupancy of the Premises)) to undertake such work, including for the purposes to construct a pedestrian bridge to the parking structure; to shore up the foundations, walls, foundations and/or walls of the Premises and other improvements at the PremisesProperty; to erect scaffolding and protective barricades around the PremisesPremises or in other locations within or adjacent to the other improvements at the Property; and to do any other act necessary for the safety of the Premises or other improvements at the Premises Property or the expeditious completion of such construction. Landlord shall use reasonable efforts not to interfere with the conduct of T▇▇▇▇▇Tenant’s business and to minimize the extent and duration of any inconvenience, annoyance or disturbance to Tenant resulting from any work pursuant to this Section in or about the PremisesPremises or Property, consistent with accepted construction practice, and so long as Landlord uses such reasonable efforts Landlord shall not be liable to Tenant for any compensation or reduction of Rent by reason of inconvenience or annoyance or for loss of business resulting from any act by Landlord pursuant to this Section. The Pedestrian Bridge shall not be included in the Premises or the Building for purposes of determining rentable square footage and Tenant’s Share, and, at Tenant’s election, will be closed off from direct access to the Premises by Landlord so long as it is permitted pursuant to applicable laws, codes, and ordinances. 10.5.2 (c) In connection with the foregoing or as Landlord may otherwise reasonably determine is necessary to accommodate the financing or operation of the Building or any future development pursuant to this Section 20.11, Landlord may create a subsidiary condominium or subject the Property to a ground lease. In the event the Building is submitted to a subsidiary condominium regime, the Property shall be deemed to be the condominium unit in which the Premises is located and all common areas and facilities serving solely such unit of the condominium, and, at the request of either Landlord or Tenant, Exhibit 1.01-2 shall be amended accordingly. This Lease shall be subject and subordinate to any such ground lease or condominium (and covenants and easements granted in connection therewith) so long as the same are not inconsistent in any material respect with Tenant’s rights under this Lease. Tenant agrees to enter into any instruments reasonably requested by Landlord in connection with the Future Improvements, and for the continued maintenance of such Future Improvements, foregoing so long as the same do not materially decrease the rights or materially and adversely increase the obligations of Tenant under this Lease, including reciprocal easement agreements, declarations a subordination of covenants, and other agreements this Lease to facilitate use of a ground lease or documents creating a subsidiary condominium at the improvements between the Premises and Companion PremisesProperty. Tenant agrees not to take any action to oppose any application by Landlord for any permits, consents or approvals from any governmental authorities for any redevelopment or additional development of all or any part of the Companion PremisesProperty, and will use all commercially reasonable efforts to prevent any of Tenant’s subtenants or assignsassigns (collectively, and T▇▇▇▇▇’s and their respective officers, directors, employees, agents, contractors and consultants “Tenant Responsible Parties”) from doing so. For purposes hereof, action to oppose any such application shall include, without limitation, communications with any governmental authorities requesting that any such application be limited or altered. Also for purposes hereof, commercially reasonable efforts shall include, without limitation, commercially reasonable efforts, upon receiving notice of any such action to oppose any application on the part of any Tenant Responsible Parties, to obtain injunctive relief, and, in the case of a subtenant, exercising remedies against the subtenant under its sublease. Landlord will reimburse Tenant for all reasonable third party attorneys’ fees that Tenant incurs to review any such documents and agreements.

Future Development. Provided A. Tenant understands and agrees that Landlord is, will or may be engaged in the Tenant is Ionis Pharmaceuticalsdesign, Inc.development, demolition, construction and leasing activities in connection with additional development of the Project and the Common Areas within areas adjacent to or an affiliatenear the Leased Premises and that these activities may result in, among other things, the creation of temporary periods of noise, vibrations, dust, lights, and odors. Tenant is operating for acknowledges that it has received notification of these activities. In addition to Landlord’s rights set forth elsewhere in this Lease, Tenant covenants and agrees that Landlord shall have the Permitted Useright, in no event shall Landlord take any action the nature of an easement, to subject the Leased Premises and areas adjacent to or permit any actions near to be taken that may or will increase or decrease, modify, change or alter the zoning or entitlements of the Premises, alter the Buildings, change the site amenities, or add additional improvements without the express written consent of TenantLeased Premises to such temporary nuisances during such activities. Notwithstanding the foregoing, Landlord shall use its reasonable efforts to minimize any interference with or disruption of Tenant’s business in the Leased Premises and, subject to the terms of this Section 10.5foregoing, neither Landlord reserves all rights nor its related entities or affiliates shall be liable to Tenant for any inconvenience or disruption resulting from such construction nor shall any such inconvenience serve as may be necessary the basis for any abatement in Rent. Tenant further agrees that Tenant shall take no action to limit or desirable to construct additional improvements serving the Premises, the Companion Premises, or both, delay Landlord’s activities in connection with the design, development, demolition, construction or leasing of such areas in the Project. B. Landlord reserves the right to subdivide all or a portion of the improvements under Project so long as the Companion Lease, including, without limitation, pedestrian walkways, installation of utilities and utility connections, structured parking, a pedestrian bridge, and site improvements at the Premises, and to modify the Buildings in connection with any such additional development, all as required by the Companion Lease and consistent with the plans and specifications for the construction of the Companion Premises (“Future Development”). In connection with any such Future Development, facilities at the Premises may be eliminated, altered, or relocated and may also be utilized to serve the Companion Premises. The rights set forth above shall include rights to use portions of the Premises for the purpose of temporary construction staging and related activities and to implement valet parking for reserved and unreserved parking spaces for the purpose of facilitating construction during such activities. 10.5.1 Landlord and its representatives, contractors, agents, employees and licensees shall have the right during any construction period to enter the Premises to undertake such work; to shore up the foundations, walls, and other improvements at the Premises; to erect scaffolding and protective barricades around the Premises; and to do any other act necessary for the safety of the improvements at the Premises or the expeditious completion of such construction. Landlord shall use reasonable efforts same does not to materially interfere with the conduct of T▇▇▇▇▇▇’s business use of or access to the Leased Premises or Tenant’s parking or signage rights hereunder. ▇▇▇▇▇▇ agrees to execute and deliver, upon demand by Landlord and in the form requested by Landlord, any additional documents needed to minimize conform this Lease to the extent and duration of any inconvenience, annoyance or disturbance to Tenant circumstances resulting from a subdivision and any work pursuant to this Section in all maps, reciprocal easement agreements or about the Premisesother instruments, consistent with accepted construction practicedocuments, and so long as Landlord uses such reasonable efforts Landlord shall not be liable to Tenant for any compensation or reduction of Rent by reason of inconvenience or annoyance or for loss of business resulting from any act by Landlord pursuant to this Section. 10.5.2 Tenant agrees to enter into any instruments reasonably requested by Landlord agreements in connection with the Future Improvements, and for the continued maintenance of such Future Improvementstherewith, so long as the same do does not materially decrease the rights increase Tenant’s obligations or materially and adversely increase the obligations of Tenant decrease Tenant’s rights under this Lease. Notwithstanding anything to the contrary set forth in this Lease, including reciprocal easement agreementsthe separate ownership of any buildings and/or Common Area by an entity other than Landlord shall not affect the calculation of Operating Costs, declarations of covenants, and other agreements to facilitate use of the improvements between the Premises and Companion Premises. Tenant agrees not to take any action to oppose any application by Landlord for any permits, consents Insurance Costs or approvals from any governmental authorities for any redevelopment Taxes or additional development of all or any part of the Companion Premises, and will use all commercially reasonable efforts to prevent any Tenant’s payment of Tenant’s subtenants or assigns, and T▇▇▇▇▇’s and their respective officers, directors, employees, agents, contractors and consultants from doing so. For purposes hereof, action to oppose any such application shall include, without limitation, communications with any governmental authorities requesting that any such application be limited or altered. Also for purposes hereof, commercially reasonable efforts shall include, without limitation, commercially reasonable efforts, upon receiving notice Share of any such action to oppose any application on the part of any Tenant PartiesOperating Costs, to obtain injunctive relief, and, in the case of a subtenant, exercising remedies against the subtenant under its subleaseInsurance Costs or Taxes.

Future Development. Provided the Tenant is Ionis Pharmaceuticals, Inc., or an affiliate, and Tenant is operating for the Permitted Use, in no event shall Landlord take any action or permit any actions to be taken that may or will increase or decrease, modify, change or alter the zoning or entitlements of the Premises, alter the BuildingsBuilding, change the site amenities, or add additional improvements without the express written consent of Tenant. Notwithstanding the foregoing, subject to the terms of this Section 10.5, Landlord reserves all rights as may be necessary or desirable to construct additional improvements serving the Premises, the Companion Premises, or both, in connection with the construction of the improvements under the Companion Lease, including, without limitation, pedestrian walkways, installation of utilities and utility connections, structured parking, a pedestrian bridge, and site improvements at the Premises, and to modify the Buildings Building in connection with any such additional development, all as required by the Companion Lease and consistent with the plans and specifications for the construction of the Companion Premises (“Future Development”). In connection with any such Future Development, facilities at the Premises may be eliminated, altered, or relocated and may also be utilized to serve the Companion Premises. The rights set forth above shall include rights to use portions of the Premises for the purpose of temporary construction staging and related activities and to implement valet parking for reserved and unreserved parking spaces for the purpose of facilitating construction during such activities. 10.5.1 Landlord and its representatives, contractors, agents, employees and licensees shall have the right during any construction period to enter the Premises to undertake such work; to shore up the foundations, walls, and other improvements at the Premises; to erect scaffolding and protective barricades around the Premises; and to do any other act necessary for the safety of the improvements at the Premises or the expeditious completion of such construction. Landlord shall use reasonable efforts not to interfere with the conduct of T▇▇▇▇▇▇’s business and to minimize the extent and duration of any inconvenience, annoyance or disturbance to Tenant resulting from any work pursuant to this Section in or about the Premises, consistent with accepted construction practice, and so long as Landlord uses such reasonable efforts Landlord shall not be liable to Tenant for any compensation or reduction of Rent by reason of inconvenience or annoyance or for loss of business resulting from any act by Landlord pursuant to this Section. 10.5.2 Tenant agrees to enter into any instruments reasonably requested by Landlord in connection with the Future Improvements, and for the continued maintenance of such Future Improvements, so long as the same do not materially decrease the rights or materially and adversely increase the obligations of Tenant under this Lease, including reciprocal easement agreements, declarations of covenants, and other agreements to facilitate use of the improvements between the Premises and Companion Premises. Tenant agrees not to take any action to oppose any application by Landlord for any permits, consents or approvals from any governmental authorities for any redevelopment or additional development of all or any part of the Companion Premises, and will use all commercially reasonable efforts to prevent any of Tenant’s subtenants or assigns, and T▇▇▇▇▇▇’s and their respective officers, directors, employees, agents, contractors and consultants from doing so. For purposes hereof, action to oppose any such application shall include, without limitation, communications with any governmental authorities requesting that any such application be limited or altered. Also for purposes hereof, commercially reasonable efforts shall include, without limitation, commercially reasonable efforts, upon receiving notice of any such action to oppose any application on the part of any Tenant Parties, to obtain injunctive relief, and, in the case of a subtenant, exercising remedies against the subtenant under its sublease.

Future Development. Provided Landlord may, in its sole discretion, at any time during the Tenant is Ionis PharmaceuticalsLease Term, Inc.construct additional buildings, structures, or an affiliateother improvements on the Real Property (each a "New Structure"); provided, however, so long as Original Tenant and/or a Qualified Transferee meets the Minimum Occupancy Threshold, Landlord shall obtain Tenant's prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed) to the construction of any New Structure if such proposed New Structure would block more than fifty percent (50%) of the view from the northern corridor above the ninth (9th) floor of the Building (the "Northern View"), as such Northern View shall be measured on a one-hundred eighty degree (180°) radius from the center-point of the northern face of the Building. A visual example of the Northern View is attached to this Lease as Exhibit L. Notwithstanding anything to the contrary contained hereinabove or elsewhere in this Lease, in the event Landlord actually constructs any New Structure on the Real Property, (i) Tenant shall not be responsible to pay as Additional Rent, and Landlord shall not charge Tenant is operating for for, any increases in Direct Expenses attributable to the Permitted Use, in no event shall Landlord take any action development or permit any actions to be taken that may or will increase or decrease, modify, change or alter the zoning or entitlements operation of the PremisesNew Structure, alter (ii) any signage affixed to the Buildings, change New Structure shall comply with the site amenities, or add additional improvements without the express written consent of Tenant. Notwithstanding the foregoing, provisions and be subject to the terms restrictions contained in Section 23.6 above, and (iii) Landlord shall continue to provide Tenant with the number of this Section 10.5parking passes to which Tenant would otherwise be entitled pursuant to Article 28 above. 804296.08/LAH4321-047/10-7-08/nng/law -114- UNION BANK PLAZA[Union Bank Lease] IN WITNESS WHEREOF, Landlord reserves all rights as may and Tenant have caused this Lease to be necessary or desirable to construct additional improvements serving exeucted the Premisesday and date first above written. "Landlord": ▇▇▇▇▇ VAF UB PLAZA, the Companion Premises, or both, in connection with the construction of the improvements under the Companion Lease, including, without limitation, pedestrian walkways, installation of utilities and utility connections, structured parkingL.P., a pedestrian bridgeDelaware limited partnership By: ▇▇▇▇▇ VAF UB Plaza GP LLC, and site improvements at the Premisesits general partner By: ▇▇▇▇▇ VAF UB Plaza Mezz, and to modify the Buildings in connection with any such additional developmentL.P., all as required by the Companion Lease and consistent with the plans and specifications for the construction of the Companion Premises (“Future Development”)its sole member By: ▇▇▇▇▇ VAF UB Plaza GP2 LLC, its general partner By: ▇▇▇▇▇ U.S. Office Value Added Fund, L.P., its sole member By: ▇▇▇▇▇ U.S. Office Value Added Fund, LLC, its general partner By: ▇▇▇▇▇ Interests Limited Partnership, its managing member By: ▇▇▇▇▇ Holdings, Inc. its general partner By: /s/ ▇▇▇▇▇ ▇. In connection with any such Future Development, facilities at the Premises may be eliminated, altered, or relocated and may also be utilized to serve the Companion Premises. The rights set forth above shall include rights to use portions of the Premises for the purpose of temporary construction staging and related activities and to implement valet parking for reserved and unreserved parking spaces for the purpose of facilitating construction during such activities. 10.5.1 Landlord and its representatives, contractors, agents, employees and licensees shall have the right during any construction period to enter the Premises to undertake such work; to shore up the foundations, walls, and other improvements at the Premises; to erect scaffolding and protective barricades around the Premises; and to do any other act necessary for the safety of the improvements at the Premises or the expeditious completion of such construction. Landlord shall use reasonable efforts not to interfere with the conduct of T▇▇▇▇▇’s business and to minimize the extent and duration of any inconvenience, annoyance or disturbance to Tenant resulting from any work pursuant to this Section in or about the Premises, consistent with accepted construction practice, and so long as Landlord uses such reasonable efforts Landlord shall not be liable to Tenant for any compensation or reduction of Rent by reason of inconvenience or annoyance or for loss of business resulting from any act by Landlord pursuant to this Section. 10.5.2 Tenant agrees to enter into any instruments reasonably requested by Landlord in connection with the Future Improvements, and for the continued maintenance of such Future Improvements, so long as the same do not materially decrease the rights or materially and adversely increase the obligations of Tenant under this Lease, including reciprocal easement agreements, declarations of covenants, and other agreements to facilitate use of the improvements between the Premises and Companion Premises▇▇▇ Name: ▇▇▇▇▇ ▇. Tenant agrees not to take any action to oppose any application by Landlord for any permits, consents or approvals from any governmental authorities for any redevelopment or additional development of all or any part of the Companion Premises, and will use all commercially reasonable efforts to prevent any of Tenant’s subtenants or assigns, and T▇▇▇▇▇’s ▇▇▇ Title: Senior Vice President 804296.08/LAH4321-047/10-7-08/nng/law -115- UNION BANK PLAZA[Union Bank Lease] "Tenant": UNION BANK OF CALIFORNIA, N.A., a national association By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: Vice President By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: Senior Vice President By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇ Name: ▇▇▇▇ ▇▇▇▇▇▇▇▇ Title: Vice Chairman 804296.08/LAH4321-047/10-7-08/nng/law -116- UNION BANK PLAZA[Union Bank Lease] 80429.08/LAH4321-047/10-7-08/nng/law EXHIBIT A-1- UNION BANK PLAZA[Union Bank Lease] 80429.08/LAH4321-047/10-7-08/nng/law EXHIBIT A-2- UNION BANK PLAZA[Union Bank Lease] 80429.08/LAH4321-047/10-7-08/nng/law EXHIBIT A-3- UNION BANK PLAZA[Union Bank Lease] 80429.08/LAH4321-047/10-7-08/nng/law EXHIBIT A-4- UNION BANK PLAZA[Union Bank Lease] 80429.08/LAH4321-047/10-7-08/nng/law EXHIBIT A-5- UNION BANK PLAZA[Union Bank Lease] 80429.08/LAH4321-047/10-7-08/nng/law EXHIBIT A-6- UNION BANK PLAZA[Union Bank Lease] 80429.08/LAH4321-047/10-7-08/nng/law EXHIBIT A-7- UNION BANK PLAZA[Union Bank Lease] 80429.08/LAH4321-047/10-7-08/nng/law EXHIBIT A-8- UNION BANK PLAZA[Union Bank Lease] 80429.08/LAH4321-047/10-7-08/nng/law EXHIBIT A-9- UNION BANK PLAZA[Union Bank Lease] 80429.08/LAH4321-047/10-7-08/nng/law EXHIBIT ▇-▇▇- ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇[▇▇▇▇▇ ▇▇▇▇ Lease] 80429.08/LAH4321-047/10-7-08/nng/law EXHIBIT ▇-▇▇- ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇[▇▇▇▇▇ ▇▇▇▇ Lease] 80429.08/LAH4321-047/10-7-08/nng/law EXHIBIT ▇-▇▇- ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇[▇▇▇▇▇ ▇▇▇▇ Lease] 80429.08/LAH4321-047/10-7-08/nng/law EXHIBIT ▇-▇▇- ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇[▇▇▇▇▇ ▇▇▇▇ Lease] 80429.08/LAH4321-047/10-7-08/nng/law EXHIBIT ▇-▇▇- ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇[▇▇▇▇▇ ▇▇▇▇ Lease] 80429.08/LAH4321-047/10-7-08/nng/law EXHIBIT ▇-▇▇- ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇[▇▇▇▇▇ ▇▇▇▇ Lease] 80429.08/LAH4321-047/10-7-08/nng/law EXHIBIT ▇-▇▇- ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇[▇▇▇▇▇ ▇▇▇▇ Lease] 80429.08/LAH4321-047/10-7-08/nng/law EXHIBIT ▇-▇▇- ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇[▇▇▇▇▇ ▇▇▇▇ Lease] 80429.08/LAH4321-047/10-7-08/nng/law EXHIBIT ▇-▇▇- ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇[▇▇▇▇▇ ▇▇▇▇ Lease] 80429.08/LAH4321-047/10-7-08/nng/law EXHIBIT ▇-▇▇- ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇[▇▇▇▇▇ ▇▇▇▇ Lease] 80429.08/LAH4321-047/10-7-08/nng/law EXHIBIT ▇-▇▇- ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇[▇▇▇▇▇ ▇▇▇▇ Lease] 80429.08/LAH4321-047/10-7-08/nng/law EXHIBIT ▇-▇▇- ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇[▇▇▇▇▇ ▇▇▇▇ Lease] 80429.08/LAH4321-047/10-7-08/nng/law EXHIBIT ▇-▇▇- ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇[▇▇▇▇▇ ▇▇▇▇ Lease] 80429.08/LAH4321-047/10-7-08/nng/law EXHIBIT ▇-▇▇- ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇[▇▇▇▇▇ ▇▇▇▇ Lease] 80429.08/LAH4321-047/10-7-08/nng/law EXHIBIT ▇-▇▇- ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇[▇▇▇▇▇ ▇▇▇▇ Lease] This Tenant Work Letter shall set forth the terms and their respective officers, directors, employees, agents, contractors and consultants from doing so. For purposes hereof, action conditions relating to oppose any such application shall include, without limitation, communications with any governmental authorities requesting that any such application be limited or altered. Also for purposes hereof, commercially reasonable efforts shall include, without limitation, commercially reasonable efforts, upon receiving notice the renovation of any such action to oppose any application on the part of any Tenant Parties, to obtain injunctive relief, and, leasehold improvements in the case Initial Premises, the 20th Floor Space and the 28th Floor Expansion Space (if Tenant exercises its Expansion Option for the 28th Floor Expansion Space pursuant to Section 1.6 of a subtenantthis Lease). All references in this Tenant Work Letter to Articles or Sections of "this Lease" shall mean the relevant portions of Articles I through 29 of the Lease to which this Tenant Work Letter is attached as Exhibit B, exercising remedies against and all references in this Tenant Work Letter to Sections of "this Tenant Work Letter" shall mean the subtenant under its subleaserelevant portions of Sections I through 5 of this Tenant Work Letter. All terms not defined in this Tenant Work Letter shall have the same meaning as set forth in this Lease.