Common use of Hazardous Materials Clause in Contracts

Hazardous Materials. (a) Landlord acknowledges that it is not the intent of this Section 5.5 to prohibit Tenant from using the Premises for the Permitted Use. Tenant may operate its business according to prudent industry practices so long as the use or presence of Hazardous Materials is strictly and properly monitored by Tenant according to all then applicable Environmental Laws. As a material inducement to Landlord to allow Tenant to use Hazardous Materials in connection with its business, Tenant agrees to deliver to Landlord prior to the Commencement Date a list identifying each type of Hazardous Materials to be brought upon, kept, used, stored, handled, treated, generated on, or released or disposed of from, the Premises and setting forth any and all governmental approvals or permits required in connection with the presence, use, storage, handling, treatment, generation, release or disposal of such Hazardous Materials on or from the Premises ("Hazardous Materials List"). Upon request of Landlord, Tenant shall deliver to Landlord an updated Hazardous Materials List within thirty (30) days following Landlord’s request. Tenant shall deliver to Landlord true and correct copies of the permits, approvals, reports and correspondence, and storage and management plans relating to the use, storage, handling, treatment, generation, release or disposal of Hazardous Materials by Tenant at the Premises. At any time following Tenant's receipt of a request from Landlord, Tenant shall promptly complete a "hazardous materials questionnaire" using the form then-provided by Landlord. At least three (3) months prior to the surrender of the Premises, Tenant shall deliver to Landlord a narrative description of the actions proposed (or required by any governmental authority) to be taken by Tenant in order to surrender the Premises (including any Alterations permitted by Landlord to remain in the Premises, the Improvements and Laboratory Reusable Installations) at the expiration or earlier termination of the Term, free from any residual impact from the Tenant’s use of Hazardous Materials and otherwise released for unrestricted use and occupancy consistent with Tenant’s obligations under Section 5.5(e) below (the "Surrender Plan"). Tenant’s Surrender Plan shall state that, (a) (i) all laboratory space, including floors, walls, ceilings, counters, piping, supply lines, waste lines and plumbing in or serving the Premises and all exhaust or other ductwork in or serving the Premises, and (ii) any applicable systems shared by laboratory space, including without limitation exhaust or other ductwork, in or serving the Premises have been de-commissioned to the extent required by, and in accordance with, applicable Laws and in accordance with best industry practice; (b) the interior surfaces of the Premises (including floors, walls, ceilings, and counters), piping, supply lines, waste lines and plumbing, and all such ACTIVE/91437610.6

Hazardous Materials. (a) Landlord acknowledges that it is Tenant shall not the intent of this Section 5.5 cause nor permit, nor allow any Tenant Party to prohibit Tenant from using the Premises for the Permitted Use. Tenant may operate its business according to prudent industry practices so long as the use cause or presence of Hazardous Materials is strictly and properly monitored by Tenant according to all then applicable Environmental Laws. As a material inducement to Landlord to allow Tenant to use Hazardous Materials in connection with its businesspermit, Tenant agrees to deliver to Landlord prior to the Commencement Date a list identifying each type of any Hazardous Materials to be brought upon, keptstored, usedmanufactured, storedgenerated, blended, handled, recycled, treated, generated disposed or used on, under or released about the Premises, the Building, the Common Area or the Project, except for the items listed on Exhibit I attached hereto (and not to exceed the amounts shown therein) and routine office and janitorial supplies in usual and customary quantities stored, used and disposed of from, the Premises and setting forth any and in accordance with all governmental approvals or permits required in connection with the presence, applicable Environmental Laws. Should Tenant wish to use, storage, handling, treatment, generation, release generate or disposal of such store Hazardous Materials on or from about the Premises, including, without limitation, those items listed on Exhibit I, Tenant shall complete, execute and deliver to Landlord an Environmental Disclosure Statement (the “Environmental Disclosure”) in the form of Exhibit J, and Tenant shall certify to Landlord all information contained in the Environmental Disclosure as true and correct to the best of Tenant’s knowledge and belief. The completed Environmental Disclosure shall be deemed incorporated into this Lease for all purposes, and Landlord shall be entitled to rely fully on the information contained therein. In the event Tenant provides an Environmental Disclosure, on each anniversary of the Commencement Date (each such date is hereinafter referred to as a “Disclosure Date”), until and including the first Disclosure Date occurring after the expiration or sooner termination of this Lease, Tenant shall disclose to Landlord, in writing, the names and amounts of all Hazardous Materials, or any combination thereof, which were stored, generated, used or disposed of on, under or about the Premises ("for the twelve-month period prior to and after each Disclosure Date, or which Tenant intends to store, generate, or use on, under or about the Premises. At Landlord’s option, Tenant shall, execute and deliver to Landlord an Environmental Disclosure as the same may be modified by Landlord from time to time whether or not Tenant wishes to use, generate or store Hazardous Materials List")on or about the Premises. Upon request Tenant and Tenant’s Parties shall comply with all Environmental Laws and promptly notify Landlord in writing of the violation of any Environmental Law or presence of any Hazardous Materials, other than office and janitorial supplies as permitted above, on the Premises. Landlord shall have the right to enter upon and inspect the Premises and to conduct tests, monitoring and investigations. If such tests indicate the presence of any environmental condition caused or exacerbated by Tenant or any Tenant Party or arising during Tenant’s or any Tenant Party’s occupancy, Tenant shall reimburse Landlord for the cost of conducting such tests. The phrase “environmental condition” shall mean any adverse condition relating to any Hazardous Materials or the environment, including surface water, groundwater, drinking water supply, land, surface or subsurface strata or the ambient air and includes air, land and water pollutants, noise, vibration, light and odors. In the event of any such environmental condition, Tenant shall promptly take any and all steps necessary to rectify the same to the satisfaction of the applicable agencies and Landlord, or shall, at Landlord’s election, reimburse Landlord, upon demand, for the cost to Landlord of performing rectifying work. Landlord shall competitively bid for the cost of performing said rectifying work. The reimbursement shall be paid to Landlord in advance of Landlord’s performing such work, based upon Landlord’s reasonable estimate of the cost thereof; and upon completion of such work by Landlord, Tenant shall deliver pay to Landlord an updated Hazardous Materials List any shortfall within thirty (30) days following Landlord’s requestafter Landlord bills Tenant therefor or Landlord shall within thirty (30) days refund to Tenant any excess deposit, as the case may be. Tenant shall deliver indemnify, protect, defend (by counsel acceptable to Landlord) and hold harmless Landlord true and correct copies Landlord’s affiliated entities, and each of their respective members, managers, partners, directors, officers, employees, shareholders, lenders, agents, contractors, along with the successors and assigns of the permitsforegoing, approvals(individually and collectively, reports “Indemnitees”) from and correspondenceagainst any and all claims, judgments, causes of action, damages, penalties, fines, taxes, costs, liabilities, losses and storage and management plans relating to the use, storage, handling, treatment, generation, release or disposal of Hazardous Materials by Tenant expenses arising at the Premises. At any time following Tenant's receipt during or after the Term as a result (directly or indirectly) of a request from Landlord, Tenant shall promptly complete a "hazardous materials questionnaire" using the form then-provided by Landlord. At least three (3) months prior to the surrender of the Premises, Tenant shall deliver to Landlord a narrative description of the actions proposed (or required by any governmental authority) to be taken by Tenant in order to surrender the Premises (including any Alterations permitted by Landlord to remain in the Premises, the Improvements and Laboratory Reusable Installations) at the expiration or earlier termination of the Term, free from any residual impact from the Tenant’s use of Hazardous Materials and otherwise released for unrestricted use and occupancy consistent connection with Tenant’s obligations under Section 5.5(e) below (the "Surrender Plan"). Tenant’s Surrender Plan shall state that, (a) (i) all laboratory space, including floors, walls, ceilings, counters, piping, supply lines, waste lines and plumbing in Tenant and/or any Tenant Party’s breach of this Article 51 or serving the Premises and all exhaust or other ductwork in or serving the Premises, and (ii) any applicable systems shared by laboratory space, including without limitation exhaust or other ductwork, in or serving the Premises have been de-commissioned to the extent required by, and in accordance with, applicable Laws and in accordance with best industry practice; (b) the interior surfaces presence of Hazardous Materials on, under or about the Premises or other property as a result (including floorsdirectly or indirectly) of Tenant’s and/or any Tenant Party’s activities, wallsor failure to act, ceilingsin connection with the Premises. This indemnity shall include, without limitation, the cost of any required or necessary repair, cleanup or detoxification, and counters)the preparation and implementation of any closure, pipingmonitoring or other required plans, supply lineswhether such action is required or necessary prior to or following the termination of this Lease. Neither the written consent by Landlord to the presence of Hazardous Materials on, waste lines and plumbingunder or about the Premises, and nor the strict compliance by Tenant with all such ACTIVE/91437610.6Environmental Laws, shall excuse Tenant from Tenant’s obligation of indemnification pursuant hereto. Tenant’s obligations pursuant to the foregoing indemnity shall survive the expiration or termination of this Lease.

Hazardous Materials. (a) Landlord acknowledges that it is not the intent of this Section 5.5 to prohibit Tenant from using the Premises for the Permitted Use. Tenant may operate its business according to prudent industry practices so long as the use or presence of Hazardous Materials is strictly defined as and properly monitored includes any of the substances, materials, gases, elements or compounds that are contained in the list of hazardous substances adopted by Tenant according the United States Environmental Protection Agency (the "EPA") and the list of toxic pollutants designated by the United States Congress or the EPA or any substances, materials, cases, elements or compounds affected by any other federal, state and local statute, ordinance, code, rule, regulation, order or decree now or at any time hereafter in effect regulating, relating to or imposing liability or standards of conduct concerning any hazardous, toxic, dangerous, restricted or otherwise regulated, waste, substance or material, as now or at any time hereafter in effect. Lessor will deliver to Lessee all then applicable Environmental Lawsreports regarding Hazardous Materials within or near the Premises or Building which have been prepared and of which Lessor (after thorough investigation) is aware Lessor represents that to the best of its knowledge the property is in compliance with all laws governing hazardous materials, that it has received no notice of any regulatory action that would result in the requirement of investigators, or remedial action relating to Hazardous Materials. As a material inducement Lessee shall not, and shall not permit or allow others to, possess, use, transport, store or release in or about the Premises, any Hazardous Material, without obtaining the prior written consent of Lessor. Such approval shall not relieve Lessee from its obligations to Landlord to allow Tenant to use handle such approved Hazardous Materials in connection compliance with applicable regulations and shall not relieve Lessee from its business, Tenant agrees obligations as hereinafter set forth. Lessee hereby acknowledges that California Health and Safety Code Section 25359.7 requires Lessee to deliver notify Landlord in writing if Lessee knows or has reasonable cause to Landlord prior to the Commencement Date believe that any release of a list identifying each type of Hazardous Materials Material has come to be brought upon, kept, used, stored, handled, treated, generated on, or released or disposed of from, the Premises and setting forth any and all governmental approvals or permits required in connection with the presence, use, storage, handling, treatment, generation, release or disposal of such Hazardous Materials located on or from the Premises ("Hazardous Materials List"). Upon request of Landlord, Tenant shall deliver to Landlord an updated Hazardous Materials List within thirty (30) days following Landlord’s request. Tenant shall deliver to Landlord true and correct copies of the permits, approvals, reports and correspondence, and storage and management plans relating to the use, storage, handling, treatment, generation, release near or disposal of Hazardous Materials by Tenant at the Premises. At any time following Tenant's receipt of a request from Landlord, Tenant shall promptly complete a "hazardous materials questionnaire" using the form then-provided by Landlord. At least three (3) months prior to the surrender of the Premises, Tenant shall deliver to Landlord a narrative description of the actions proposed (or required by any governmental authority) to be taken by Tenant in order to surrender the Premises (including any Alterations permitted by Landlord to remain in the Premises, the Improvements and Laboratory Reusable Installations) at the expiration or earlier termination of the Term, free from any residual impact from the Tenant’s use of Hazardous Materials and otherwise released for unrestricted use and occupancy consistent with Tenant’s obligations under Section 5.5(e) below (the "Surrender Plan"). Tenant’s Surrender Plan shall state that, (a) (i) all laboratory space, including floors, walls, ceilings, counters, piping, supply lines, waste lines and plumbing in or serving the Premises and all exhaust or other ductwork in or serving beneath the Premises, and (ii) that failure to provide such notice may constitute default under the terms of this Lease and subject Lessee to civil penalties in amounts not to exceed $5,000.00 for each violation of the statute. Lessee shall indemnify, defend and hold harmless Landlord, its agents, employees, partners, heirs, successors, assigns and lenders from and against administrative or judicial orders or directives, costs, damages, liens, expenses and fees arising from or connected with the presence of any applicable systems shared Hazardous Material on, about or beneath the Premises, whether or not the storage or use of such Hazardous Material was authorized by laboratory spaceLessor, including without limitation exhaust provided however that Lessee shall have no obligation to indemnify or defend Lessor with respect to any Hazardous Material present on the Property or in groundwater beneath the Property prior to the date of commencement of this Lease. The obligations of Lessee pursuant to this paragraph shall survive the expiration or other ductwork, in or serving the Premises have been de-commissioned to the extent required by, and in accordance with, applicable Laws and in accordance with best industry practice; (b) the interior surfaces termination of the Premises (including floors, walls, ceilings, and counters), piping, supply lines, waste lines and plumbing, and all such ACTIVE/91437610.6this lease.

Hazardous Materials. (a) A. Tenant shall not use or suffer the Demised Premises to be used in any manner so as to create an environmental violation or hazard, nor shall Tenant cause or suffer to be caused any chemical contamination or discharge of a substance of any nature which is noxious, offensive or harmful or which under any law, rule or regulation of any governmental authority having jurisdiction constitutes a hazardous substance or hazardous waste. B. Tenant shall also immediately notify Landlord acknowledges that it in writing of any environmental concerns of which Tenant is not or becomes aware and which are raised by any private party or government agency with regard to Tenant’s business or the intent of this Section 5.5 to prohibit Tenant from using the Premises for the Permitted UseDemised Premises. Tenant may operate its business according to prudent industry practices so long shall also notify Landlord immediately of any hazardous waste spills at the Demised Premises and of any other hazardous waste or substances of which Tenant becomes aware. C. Not in limitation of the generality of the foregoing, but as the use additional covenants, Tenant specifically agrees that (i) Tenant shall not generate, manufacture, refine, transport, treat, store, handle, dispose or presence of otherwise deal with any Hazardous Materials is strictly as now or hereafter defined by applicable Legal Requirements, other than customary office and properly monitored cleaning supplies, and then only in accordance with all Legal Requirements; and (ii) Tenant shall defend, indemnify and hold Landlord harmless against any liability, loss, cost or expense, including reasonable attorneys’ fees and costs (whether or not legal action has been instituted) incurred by reason of the existence of any Hazardous Materials or any failure by Tenant according to comply with any environmental law now or hereafter in effect. D. As used herein, the term “Hazardous Materials” means and includes all then applicable Environmental Lawspotentially hazardous materials, including without limitation radon, harmful radiation, asbestos, and asbestos containing materials. As a material inducement “Hazardous Materials” shall not include chemicals customarily used in ordinary cleaning and for extermination and stored and used in accordance with Legal Requirements. E. Tenant covenants and agrees that at any and all times during the Term it shall be responsible for compliance with any federal, state, county, local, or municipal law (including without limitation Local Law 76, as same now exists or may hereafter be amended, if the Building is located in New York City), statute, ordinance, code, regulation or administrative recommendation pertaining to Landlord to allow Tenant to use Hazardous Materials in connection with introduced to the Demised Premises by Tenant, its businessagents, employees, contractors, licensees and invitees. Tenant shall, at its sole cost and expense, undertake any and all steps which may be required for compliance as aforesaid. In addition, Tenant agrees to deliver to Landlord prior shall be solely responsible for restoring and repairing any damage to the Commencement Date a list identifying each type Demised Premises caused by or resulting from such compliance. F. Tenant shall indemnify and save harmless the Landlord, Landlord’s agents, servants and employees, from and against all claims and demands whether for injuries to persons or loss of life, or damage to property, related to or arising in any manner whatsoever out of the clean-up, removal and/or encapsulation of Hazardous Materials to the extent the release of which is introduced by Tenant, its agents, contractors, employees, servants, invitees and licensees. In the event Landlord shall, as a result of Tenant’s failure to comply with any Legal Requirement for which it is responsible hereunder, be brought uponmade a party to any litigation or administrative proceedings commenced by or against Tenant, keptthen Tenant shall protect and hold Landlord harmless and shall pay all costs, used, stored, handled, treated, generated on, expenses and the reasonable attorneys’ fees incurred or released or disposed of from, the Premises and setting forth any and all governmental approvals or permits required paid by Landlord in connection with such litigation. G. Notwithstanding anything herein to the presence, use, storage, handling, treatment, generation, release or disposal of such Hazardous Materials on or from the Premises ("Hazardous Materials List"). Upon request of Landlordcontrary, Tenant shall deliver to Landlord an updated Hazardous Materials List within thirty (30) days following file no documents or take any other action under this Article without Landlord’s requestprior written approval thereof, not to be unreasonably withheld, conditioned or delayed in accordance with the provisions of this Lease and Landlord shall also have the right to file such documents or take such action instead or on behalf of Tenant (but still at Tenant’s sole cost and expense), and Tenant shall cooperate with Landlord in so doing. Tenant shall deliver to also (i) furnish Landlord true and correct with copies of the permitsany documents filed by Tenant pursuant to any environmental law; (ii) permit Landlord to be present at any inspection, approvals, reports and correspondenceon or off site, and storage at any meetings of government environmental officials; and management plans relating to the use, storage, handling, treatment, generation, release or disposal (iii) provide Landlord with an inventory of Hazardous Materials materials and substances dealt with by Tenant at the Demised Premises. At , as well as any additional information available to Tenant for government filings or determinations as to whether there has been compliance with an environmental law. H. Landlord shall also have the right to enter the Demised Premises at any time following to conduct tests to discover the facts of any alleged or potential environmental problem, provided the conducting of such tests does not unreasonably interfere with Tenant's receipt ’s business. I. In the event Tenant fails to comply as aforesaid with the clean-up, removal, and/or encapsulation of a request from LandlordHazardous Materials when so required within the period of time permitted or promulgated, Tenant then in such event Landlord may, but shall promptly complete a "hazardous materials questionnaire" using the form then-provided by Landlordnot be obligated to, undertake said work. At least three (3) months prior to the surrender of the Premises, Tenant shall deliver to Should Landlord a narrative description of the actions proposed (or undertake said work required by any governmental authority) Tenant as aforesaid, then in such event, Landlord shall render a statement to Tenant for the cost and expense of undertaking said work which statement shall be taken paid by Tenant in order as Additional Rent within ten (10) days of receipt thereof. Failure of Tenant to surrender undertake compliance as aforesaid shall constitute a material default under this Lease for which Landlord shall have all rights and remedies, including without limitation the Premises (including any Alterations permitted by Landlord right to remain in terminate this Lease and the Premises, right to hold Tenant responsible for the Improvements entire cost of compliance as aforesaid and Laboratory Reusable Installations) at for all of Landlord’s damages resulting from Tenant’s failure to so comply. J. The provisions of this Article shall survive the expiration or earlier termination of this Lease, and the Term, free from Tenant shall require any residual impact from permitted assignee or sublessee of the Tenant’s use of Hazardous Materials and otherwise released for unrestricted use and occupancy consistent with Tenant’s obligations under Section 5.5(e) below (the "Surrender Plan"). Tenant’s Surrender Plan shall state that, (a) Demised Premises to agree (i) expressly in writing to comply with all laboratory space, including floors, walls, ceilings, counters, piping, supply lines, waste lines and plumbing in or serving the Premises and all exhaust or other ductwork in or serving the Premises, and (ii) any applicable systems shared by laboratory space, including without limitation exhaust or other ductwork, in or serving the Premises have been de-commissioned provisions of this paragraph. K. Landlord agrees that to the extent any Hazardous Substances are present in, at, on or about the Premises as of the Commencement Date, Landlord shall be responsible for removing or otherwise remediating such Hazardous Substances as required by, and in accordance full compliance with, applicable all Environmental Laws at no cost to Tenant, and Rent shall ▇▇▇▇▇ for any period that Tenant is delayed from opening for business due to the presence or remediation of Hazardous Substances (in accordance with best industry practice; addition to the free rent period). Landlord also agrees to indemnify, defend and hold harmless Tenant from and against any and all loss, claims, liability costs and expenses (bincluding court costs and attorney’s fees) the interior surfaces incurred by Tenant as a result of the existence of any Hazardous Substances in, on, about or under the Premises (including floorsexcept to the extent such Hazardous Substances were introduced by Tenant, wallsits agents, ceilingscontractors, employees, servants, invitees and counters), piping, supply lines, waste lines and plumbing, and all such ACTIVE/91437610.6licensees

Hazardous Materials. Tenant shall not cause or permit to occur (ai) Landlord acknowledges that it is not the intent any violation of this Section 5.5 applicable Laws now or hereafter enacted or issued, related to prohibit Tenant from using environmental conditions on, under, or about the Premises for the Permitted Use. Tenant may operate its business according to prudent industry practices so long as the arising from Tenant's leasehold interest in or use or presence occupancy of Hazardous Materials is strictly and properly monitored by Tenant according to all then applicable Environmental Laws. As a material inducement to Landlord to allow Tenant to use Hazardous Materials in connection with its business, Tenant agrees to deliver to Landlord prior to the Commencement Date a list identifying each type of Hazardous Materials to be brought upon, kept, used, stored, handled, treated, generated on, or released or disposed of from, the Premises including, soil and setting forth any groundwater conditions and all governmental approvals or permits required in connection with (ii) the presenceuse, usegeneration, release, manufacture, refining, production, processing, storage, handling, treatment, generation, release or disposal of such any Hazardous Materials on on, under, or about the Premises or the Building or the transportation to or from the Premises ("or the Building of any Hazardous Materials, except de minimis amounts of Hazardous Materials List")that are commonly used in office products or are present in ordinary cleaning supplies. Upon request of Landlord, Tenant shall deliver to Landlord an updated Hazardous Materials List within thirty (30) days following Landlord’s requestAll such office products and cleaning supplies will be used and stored in a manner that complies with all Laws. Tenant shall deliver to Landlord true and correct copies of the permitsat its own expense make all submissions to, approvals, reports and correspondenceprovide all information required by, and storage and management plans comply with all requirements of all governmental authorities under Laws relating to Hazardous Materials. Should any governmental entity having jurisdiction over the usePremises demand that a remediation plan be prepared or that remediation be undertaken because of any deposit, storagespill, handlingdischarge, treatment, generation, or other release or disposal of Hazardous Materials that occurs during the Term of this Lease at or from the Premises which arises at any time from Tenant's use or occupancy of the Premises or from acts or omissions of Tenant, its agents, employees, representatives, or invitees, then Tenant shall, at its own expense, prepare and submit the required plans. Tenant shall indemnify, defend, protect, and hold Landlord, its partners, officers, directors, beneficiaries, shareholders, agents, employees, and lenders harmless from all fines, suits, procedures, claims, liabilities, and actions of every kind, and all costs associated therewith (including investigation costs and attorneys' and consultants' fees) arising out of or in any way connected with any deposit, spill, discharge, or other release of Hazardous Materials that occurs during the Term of this Lease, at or from the Premises which arises at any time from Tenants's use or occupancy of the Premises or from Tenant's failure to provide all information, make all submissions, and take all steps requires by Tenant at any governmental authorities having jurisdiction over the Premises. At any time following Tenant's receipt of a request from Landlord, Tenant obligations and the indemnity hereunder shall promptly complete a "hazardous materials questionnaire" using the form then-provided by Landlord. At least three (3) months prior to the surrender of the Premises, Tenant shall deliver to Landlord a narrative description of the actions proposed (or required by any governmental authority) to be taken by Tenant in order to surrender the Premises (including any Alterations permitted by Landlord to remain in the Premises, the Improvements and Laboratory Reusable Installations) at survive the expiration or earlier termination of the Term, free from any residual impact from the Tenant’s use of this Lease. The term Hazardous Materials and otherwise released for unrestricted use and occupancy consistent with Tenant’s obligations under Section 5.5(e) below (the "Surrender Plan"). Tenant’s Surrender Plan as used herein shall state thatinclude any chemical, (a) (i) all laboratory spacesubstance, or material which has been or is hereafter determined by any federal, state, or local governmental agency to be capable of posing a risk of injury to health or safety including floorspetroleum, wallsasbestos, ceilingspolychlorinated biphenyls, counters, piping, supply lines, waste lines and plumbing in or serving the Premises and all exhaust or other ductwork in or serving the Premisesradioactive materials, and (ii) any applicable systems shared by laboratory space, including without limitation exhaust or other ductwork, in or serving the Premises have been de-commissioned to the extent required by, and in accordance with, applicable Laws and in accordance with best industry practice; (b) the interior surfaces of the Premises (including floors, walls, ceilings, and counters), piping, supply lines, waste lines and plumbing, and all such ACTIVE/91437610.6radon gas.

Hazardous Materials. (a) Landlord acknowledges that it is Tenant shall not the intent cause, or allow any of this Section 5.5 Tenant's Parties to prohibit Tenant from using the Premises for the Permitted Use. Tenant may operate its business according to prudent industry practices so long as the use or presence of Hazardous Materials is strictly and properly monitored by Tenant according to all then applicable Environmental Laws. As a material inducement to Landlord to allow Tenant to use Hazardous Materials in connection with its businesscause, Tenant agrees to deliver to Landlord prior to the Commencement Date a list identifying each type of any Hazardous Materials to be brought upongenerated, keptstored, used, treated, removed, transported, handled and disposed of on or about the Premises, the Building or the Project without Landlord's prior written approval, provided that, Tenant shall be permitted to use the Disclosed Hazardous Materials in the ordinary course of its business subject to the conditions and requirements of this Lease. Land▇▇▇▇'▇ ▇onditional authorization of the Disclosed Hazardous Materials shall be strictly limited to the types and quantities described in Exhibit F, and shall not be construed as an authorization for Tenant to generate, store, use, treat, remove, transport, handle or dispose of any additional quantities of Disclosed Hazardous Materials or any other Hazardous Materials in, on, about or under the Premises, Building or the Project. Tenant acknowledges that any change in the types or quantities or Disclosed Hazardous Materials described in Exhibit F, or any material change in the means and methods of generating, storing, treating, removing, transporting, handling or disposing of such Disclosed Hazardous Materials, shall require the prior written approval of Landlord in each instance. Tenant represents and warrants to Landlord that (a) prior to its use of Hazardous Materials on the Premises, it will have received or obtained issuance of, and will maintain in effect, all permits, approvals, licenses, or other authorizations necessary for Tenant's activities with respect to the Disclosed Hazardous Materials, and (b) Tenant has not been cited, fined, or otherwise found to be in violation of any governmental requirement or fire, safety and insurance requirements or regulations applicable to any Disclosed Hazardous Materials or any other Hazardous Materials in any other leased premises. At least once during each twelve (12) month of the Lease Term, Tenant shall provide Landlord with an inventory list describing the minimum and maximum quantities of each of the Disclosed Hazardous Materials generated, stored, used, treated, removed, transported, handled and disposed of on or about the Premises, the Building or the Project the succeeding twelve (12) months, and a copy of its Hazardous Materials Management Plan ("HMMP") in the form submitted by Tenant to the fire department. Tenant agrees to notify Landlord immediately if Tenant receives notification or otherwise becomes aware of: (a) any threatened or actual release, spill or discharge of any Disclosed Hazardous Materials in, on, about or under the Premises, the Building or the Project, or (b) any threatened or actual lien, action, or proceeding or notice that any Disclosed Hazardous Materials or any other Hazardous Materials is not being generated, stored, used, treated, removed, transported, placed, manufactured, handled, treated, generated on, or released or disposed of from, the Premises and setting forth in strict compliance with any and all governmental approvals requirements and regulations or permits required applicable fire, safety or insurance requirements and regulations. If Tenant or any of Tenant's Parties is partially or wholly responsible or potentially responsible for such condition, situation, lien, action or notice, Tena▇▇'▇ ▇otice to Landlord shall include a statement as to the actions Tenant proposes to take in connection response to such condition, situation, lien, action or notice. As used in this Lease, "Hazardous Materials" shall include, but not be limited to, hazardous, toxic and radioactive materials and those substances defined as "hazardous substances," "hazardous materials," "hazardous wastes," "toxic substances," or other similar designations in any federal, state, or local law, regulation, or ordinance. Landlord shall have the right at all reasonable times to inspect the Premises and to conduct tests and investigations to determine whether Tenant is in compliance with the presenceforegoing provisions, the costs of all such inspections, tests and investigations to be borne by Tena▇▇. ▇▇nant shall indemnify, defend (by counsel selected by Landlord), protect and hold Landlord harmless from and against all liabilities, losses, costs and expenses, demands, causes of action, claims or judgments directly or indirectly arising out of the use, storage, handling, treatment, generation, release or disposal of such Hazardous Materials on or from the Premises ("Hazardous Materials List"). Upon request of Landlord, Tenant shall deliver to Landlord an updated Hazardous Materials List within thirty (30) days following Landlord’s request. Tenant shall deliver to Landlord true and correct copies of the permits, approvals, reports and correspondence, and storage and management plans relating to the use, storage, handling, treatment, generation, release or disposal of Hazardous Materials by Tenant at the Premises. At or any time following of Tenant's receipt Parties, which indemnity shall include, without limitation, attorneys' and consultants' fees, the cost of a request any required or necessary repair, cleanup or detoxification, and the preparation of any closure or other required plans, whether such action is required or necessary prior to or following the termination of this Lease. Neither the written consent by Land▇▇▇▇ ▇▇ the use, generation, storage or disposal of Hazardous Materials nor the strict compliance by Tenant with all laws pertaining to Hazardous Materials shall excuse Tenant from Tenant's obligation of indemnification pursuant to this Paragraph 4.D. T▇▇▇▇▇'▇ ▇bligations pursuant to the foregoing indemnity shall survive the termination of this Lease. Notwithstanding anything to the contrary in this Lease, Landlord warrants that on the Commencement Date to the best of Landlord's knowledge the Premises and the Project, and the land and groundwater thereunder, are free of contamination in excess of allowable limits by any Hazardous Materials introduced by Landlord or its employees, officers, or directors or, except for substances and materials within allowable limits used in the ordinary course of construction, by Landlord's contractors. In the event of any breach of the foregoing warranty, Landlord shall promptly rectify the same as the sole costs and expense and shall indemnify, defend, and hold Tenant harmless from and against any actual damages, liability, suits, losses, claims, actions, costs or expenses (including attorneys' and consultants' fees and costs) suffered by Tenant in connection with any such breach. RULES AND REGULATIONS 5. Tenant shall promptly complete a "hazardous materials questionnaire" using faithfully observe and comply with any rules an regulations Landlord may from time to time prescribe in writing for the form then-provided by Landlord. At least three (3) months prior to purpose of maintaining the surrender proper care, cleanliness, safety, traffic flow and general order of the Premises, the Building, or the Project. Tenant shall deliver cause Tena▇▇'▇ ▇arties to comply with all such rules and regulations. Landlord a narrative description shall not be responsible to Tenant for the non-compliance by any other tenant or occupant of the actions proposed (Building or required by the Project with any governmental authority) to be taken by Tenant in order to surrender the Premises (including any Alterations permitted by Landlord to remain in the Premises, the Improvements and Laboratory Reusable Installations) at the expiration or earlier termination of the Term, free from any residual impact from the Tenant’s use of Hazardous Materials rules and otherwise released for unrestricted use and occupancy consistent with Tenant’s obligations under Section 5.5(e) below (the "Surrender Plan"). Tenant’s Surrender Plan shall state that, (a) (i) all laboratory space, including floors, walls, ceilings, counters, piping, supply lines, waste lines and plumbing in or serving the Premises and all exhaust or other ductwork in or serving the Premises, and (ii) any applicable systems shared by laboratory space, including without limitation exhaust or other ductwork, in or serving the Premises have been de-commissioned to the extent required by, and in accordance with, applicable Laws and in accordance with best industry practice; (b) the interior surfaces of the Premises (including floors, walls, ceilings, and counters), piping, supply lines, waste lines and plumbing, and all such ACTIVE/91437610.6regulations.

Hazardous Materials. (a) Landlord acknowledges represents and warrants that it is not to Landlord's knowledge as of the intent of this Section 5.5 to prohibit Tenant from using date hereof, no Hazardous Materials (as hereinafter defined) are being Handled (as hereinafter defined) upon, about, above or beneath the Premises for or any portion of the Permitted Use. Building, except as has been disclosed in writing to Tenant may operate as of the date hereof and to the extent that any such Hazardous Materials are discovered to exist, Landlord will, at its business according to prudent industry practices so long sole cost and expense (and without any deduction from any applicable tenant improvement allowance if done as part of Landlord's initial tenant improvement work in the use Premises), promptly take all actions required by any federal, state or presence local governmental agency or political subdivision, which requirements arise from the Handling of Hazardous Materials is strictly and properly monitored by Tenant according to all then applicable Environmental Lawsupon, about, above or beneath the Premises or any portion of the Building. As a material inducement Notwithstanding the foregoing, if Landlord in good faith determines that the cost to Landlord to allow Tenant to use Hazardous Materials in connection with its business, Tenant agrees to deliver to Landlord prior to the Commencement Date a list identifying each type of Hazardous Materials to be brought upon, kept, used, stored, handled, treated, generated on, or released or disposed of from, the Premises and setting forth any and all governmental approvals or permits required in connection complying with the presenceprior sentence would cost more than twenty-five percent (25%) of the functional replacement cost of the Building, usethen provided that Landlord concurrently terminates its leases with all of the other tenants in the Building, storageLandlord may terminate this Lease by providing Tenant with written notice of its election to so terminate, handling, treatment, generation, release or disposal of such Hazardous Materials on or from the Premises ("Hazardous Materials List"). Upon request of Landlord, Tenant which notice shall deliver to Landlord an updated Hazardous Materials List be given within thirty (30) days following Landlord’s request. Tenant shall deliver to Landlord true and correct copies after becoming aware of the permits, approvals, reports and correspondenceanticipated amount of the cost of the compliance, and storage and management plans relating to the use, storage, handling, treatment, generation, release or disposal of Hazardous Materials by Tenant at the Premises. At any time following such termination shall be effective thirty (30) days after Tenant's receipt of a request from Landlord's written notice. No Hazardous Materials shall be Handled upon, about, above or beneath the Premises or any portion of the Building by or on behalf of Landlord or Tenant (or Tenant's subtenants or assignees), or their respective contractors, clients, officers, directors, employees, agents, or invitees. Any such Hazardous Materials so Handled by Tenant shall be known as Tenant's Hazardous Materials. "Notwithstanding the foregoing, normal quantities of those Hazardous Materials customarily used in the conduct of general administrative and executive office activities (e.g., copier fluids and cleaning supplies) may be used and stored at the Premises or elsewhere at the Building, but only in compliance with all applicable Environmental Laws, as defined herein. (b) Notwithstanding the obligation of Tenant to indemnify Landlord pursuant to this Lease, Tenant shall, at its sole cost and expense, promptly take all actions required by any federal, state or local governmental agency or political subdivision, which requirements or necessity arises from the Handling of Tenant's Hazardous Materials up-on, about, above or beneath the Premises or any portion of the Building. Such actions shall promptly complete a "hazardous materials questionnaire" using include, but not be limited to, as such specifically relate to Tenant's Handling of Tenant's Hazardous Materials, the form then-provided by Landlordinvestigation of the environmental condition of the Premises or any portion of the Building, the preparation of any feasibility studies or reports and the performance of any cleanup, remedial, removal or restoration work. At least three (3) months Tenant shall take all actions necessary to restore the Premises or any portion of the Building to the condition existing prior to the surrender introduction of Tenant's Hazardous Materials, notwithstanding any less stringent standards or remediation allowable under applicable Environmental Laws except as otherwise provided in this Lease. Tenant shall nevertheless obtain Landlord's written approval prior to undertaking any actions required by this Section, which approval shall not be unreasonably withheld so long as such actions would not potentially have a material adverse long-term or short-term effect on the Premises or any portion of the Premises, Tenant shall deliver to Landlord a narrative description of the actions proposed (or required by any governmental authority) to be taken by Tenant in order to surrender the Premises (including any Alterations permitted by Landlord to remain in the Premises, the Improvements and Laboratory Reusable Installations) at the expiration or earlier termination of the Term, free from any residual impact from the Tenant’s use of Hazardous Materials and otherwise released for unrestricted use and occupancy consistent with Tenant’s obligations under Section 5.5(e) below (the "Surrender Plan"). Tenant’s Surrender Plan shall state that, (a) (i) all laboratory space, including floors, walls, ceilings, counters, piping, supply lines, waste lines and plumbing in or serving the Premises and all exhaust or other ductwork in or serving the Premises, and (ii) any applicable systems shared by laboratory space, including without limitation exhaust or other ductwork, in or serving the Premises have been de-commissioned to the extent required by, and in accordance with, applicable Laws and in accordance with best industry practice; (b) the interior surfaces of the Premises (including floors, walls, ceilings, and counters), piping, supply lines, waste lines and plumbing, and all such ACTIVE/91437610.6Building.

Hazardous Materials. (a) Landlord acknowledges and Tenant agree that it is not with respect to the intent of this Section 5.5 to prohibit Tenant from using the Premises for the Permitted Use. Tenant may operate its business according to prudent industry practices so long as the existence or use or presence of Hazardous Materials is strictly (as defined as such under current laws or regulations as may be amended from to time) on the Property, any handling, transportation, storage, treatment, disposal or use of Hazardous Materials (other than the use of ordinary office and properly monitored janitorial products), in any amount, by Tenant, Tenant's agents, or any other party associated with Tenant must be absolutely and completely disclosed to and approved in writing by Landlord prior to its arrival in the Premises. Landlord may uncontestably withhold Landlord's approval at Landlord's sole discretion. Any withholding from Landlord of information relating to Hazardous Materials used or stored by Tenant according to all then applicable Environmental Laws. As shall constitute a material inducement to Landlord to allow Tenant to default under the terms of the Lease and shall be cause for lease termination at Landlord's option. Any use or storage of any disclosed Hazardous Materials in connection or about the Property, which use or storage shall have been approved by Landlord, shall strictly comply with its businessall applicable Hazardous Materials laws. Tenant shall, Tenant agrees to deliver to Landlord prior to upon request by Landlord, provide proof of approvals by the Commencement Date a list identifying each type governing authorities. Landlord's consent or approval once given shall not constitute approval for any subsequent bringing of Hazardous Materials to be brought upon, kept, used, stored, handled, treated, generated on, or released or disposed of from, onto the Premises or Project. Tenant shall indemnify, defend upon demand with counsel reasonably acceptable to Landlord, and setting forth hold harmless Landlord from and against any and all governmental approvals or permits required in connection with the presenceliabilities, uselosses, storageclaims, handlingdamages, treatmentlost profits, generationconsequential damages, release or disposal of such Hazardous Materials on or from the Premises ("Hazardous Materials List"). Upon request of Landlordinterest, Tenant shall deliver to Landlord an updated Hazardous Materials List within thirty (30) days following Landlord’s request. Tenant shall deliver to Landlord true and correct copies of the permitspenalties, approvalsfines, reports and correspondencecourt costs, remediation costs, investigation costs, and storage and management plans relating to other expenses which result from or arise in any manner whatsoever out of the use, storage, handling, treatment, generationtransportation, release release, or disposal of Hazardous Materials on or about the Leased Premises or the Property by Tenant at the Premises. At any time following Tenant, Tenant's receipt agents, permittees, or invitees. If the presence of a request from LandlordHazardous Materials on the Leased Premises, the Building, or the Project caused or permitted by Tenant, Tenant's agents, permittees, or invitees result in contamination or deterioration to any extent of water, soil, or any part of the Lease Premises, the Building, or the Project, then Tenant shall promptly complete a "hazardous materials questionnaire" using take any and all action necessary to remove said Hazardous Materials and to return the form then-provided by Landlord. At least three Project (3and any other property of whatever nature) months to their condition existing prior to the surrender appearance of the Premises, Tenant shall deliver to such Hazardous Materials. Landlord a narrative description of the actions proposed (may at any time and at Tenant's sole cost perform any tests or required by any governmental authority) to be taken by Tenant in order to surrender the Premises investigations (including any Alterations permitted by Landlord the installation of testing well▇), ▇t deems appropriate to remain in determine the Premises, presence of Hazardous Materials on the Improvements and Laboratory Reusable Installations) at Project. The terms of this clause shall survive the expiration or earlier sooner termination of this Lease. To the Term, free from any residual impact from the Tenant’s use best knowledge of Hazardous Materials and otherwise released for unrestricted use and occupancy consistent with Tenant’s obligations under Section 5.5(e) below (the "Surrender Plan"). Tenant’s Surrender Plan shall state thatLandlord, (a) no Hazardous Material is present on the Project or the soil, surface water or groundwater thereof, (ib) all laboratory space, including floors, walls, ceilings, counters, piping, supply lines, waste lines and plumbing in or serving no underground storage leaks are present on the Premises and all exhaust or other ductwork in or serving the PremisesProject, and (iic) no action, proceeding or claim is pending or threatened regarding the Project concerning any applicable systems shared by laboratory spaceHazardous Material or pursuant to any environmental law. Under no circumstance shall Tenant be liable for, and Landlord shall indemnify, defend, protect and hold harmless Tenant, its agents, contractors, stockholders, directors, successors, representatives, and assigns from and against all losses, costs, claims, liabilities and damages (including without limitation exhaust reasonable attorneys' and consultants' fees) of every type and nature, directly or other ductworkindirectly arising out of or in connection with any Hazardous Material present at any time on or about the Project, in or serving the Premises have been de-commissioned soil, air, improvements, groundwater or surface water thereof, or the violation of any laws, orders or regulations, relating to any such Hazardous Material except to the extent required by, and in accordance with, applicable Laws and in accordance with best industry practice; (b) the interior surfaces that any of the Premises (including floors, walls, ceilings, and counters), piping, supply lines, waste lines and plumbing, and all such ACTIVE/91437610.6foregoing actually results from the release or emission of Hazardous Material by Tenant or its agents or employees in violation of applicable environmental laws.

Hazardous Materials. The Borrower and each of the Restricted Subsidiaries have obtained all permits, licenses and other authorizations which are required under all Environmental Laws, except to the extent failure to have any such permit, license or authorization would not reasonably be expected to have a Materially Adverse Effect on (a) Landlord acknowledges that it is not the intent Borrower and the Restricted Subsidiaries taken as a whole or (b) any Material Loan Document. The Borrower and each of this Section 5.5 to prohibit Tenant from using the Premises for Restricted Subsidiaries are in compliance with the Permitted Use. Tenant may operate its business according to prudent industry practices so long as the use or presence terms and conditions of Hazardous Materials is strictly all such permits, licenses and properly monitored by Tenant according to authorizations, and are also in compliance with all then other limitations, restrictions, conditions, standards, prohibitions, requirements, obligations, schedules and timetables contained in any applicable Environmental Laws. As a material inducement to Landlord to allow Tenant to use Hazardous Materials Law or in connection with its businessany regulation, Tenant agrees to deliver to Landlord prior code, plan, order, decree, judgment, injunction, notice or demand letter issued, entered, promulgated or approved thereunder, except to the Commencement Date extent failure to comply would not have a list identifying each type Materially Adverse Effect on (i) the Borrower and the Restricted Subsidiaries taken as a whole or (ii) any Material Loan Document. In addition, to the knowledge of Hazardous Materials the Borrower, no notice, notification, demand, request for information, citation, summons or order has been issued, no complaint has been filed, no penalty has been assessed and no investigation or review is pending or threatened by any governmental or other entity with respect to be brought uponany alleged failure by the Borrower or any of the Restricted Subsidiaries to have any permit, kept, used, stored, handled, treated, generated on, license or released or disposed of from, the Premises and setting forth any and all governmental approvals or permits authorization required in connection with the presenceconduct of the business of the Borrower or any of the Restricted Subsidiaries or with respect to any generation, usetreatment, storage, handlingrecycling, treatmenttransportation, generationdischarge, release disposal or disposal of "release" (as such Hazardous Materials on or from the Premises ("Hazardous Materials List"term is defined in 42 U.S.C. ss. 9601(22). Upon request of Landlord, Tenant shall deliver to Landlord an updated Hazardous Materials List within thirty (30) days following Landlord’s request. Tenant shall deliver to Landlord true and correct copies of the permits, approvals, reports and correspondence, and storage and management plans relating to the use, storage, handling, treatment, generation, release or disposal of Hazardous Materials generated by Tenant at the Premises. At Borrower or any time following Tenant's receipt of a request from Landlord, Tenant shall promptly complete a "hazardous materials questionnaire" using the form then-provided by Landlord. At least three (3) months prior to the surrender of the Premises, Tenant shall deliver to Landlord a narrative description of the actions proposed (or required by any governmental authority) to be taken by Tenant in order to surrender the Premises (including any Alterations permitted by Landlord to remain in the PremisesRestricted Subsidiaries, the Improvements consequences of any of which would have a Materially Adverse Effect on (x) the Borrower and Laboratory Reusable Installations) at the expiration Restricted Subsidiaries taken as a whole or earlier termination of the Term, free from any residual impact from the Tenant’s use of Hazardous Materials and otherwise released for unrestricted use and occupancy consistent with Tenant’s obligations under Section 5.5(e) below (the "Surrender Plan"). Tenant’s Surrender Plan shall state that, (a) (i) all laboratory space, including floors, walls, ceilings, counters, piping, supply lines, waste lines and plumbing in or serving the Premises and all exhaust or other ductwork in or serving the Premises, and (iiy) any applicable systems shared by laboratory space, including without limitation exhaust or other ductwork, in or serving the Premises have been de-commissioned to the extent required by, and in accordance with, applicable Laws and in accordance with best industry practice; (b) the interior surfaces of the Premises (including floors, walls, ceilings, and counters), piping, supply lines, waste lines and plumbing, and all such ACTIVE/91437610.6Material Loan Document.

Hazardous Materials. 15.1 Lessee shall comply with all Environmental Laws relating to the use or occupation of the Property as required by La. R.S. 17:3996, including, but not limited to the Asbestos Hazardous Emergency Response Act (AHERA, 15 USC § 2641, et seq.). 15.2 Lessee shall not be allowed, cause or permit any hazardous materials to be generated, used, treated, released, stored, or disposed of in or about the Property by Lessee or Lessees employees, agents, etc., provided that Lessee may use and store normal and reasonable quantities of standard cleaning and office materials, as long as such materials are properly, safely, and lawfully stored and used by Lessee and the quantity of such materials does not equal or exceed a “reportable quantity” as defined in 40 CFR §§ 302 and 305, and as may be amended. In no event shall Lessee cause or permit the deposit, release or discharge any Hazardous Materials to the soil or groundwater of the Property. 15.3 Lessee shall promptly notify Lessee, in writing, if Lessee has or acquires notice or knowledge that any Hazardous Material has been or is threatened to be released, discharged, disposed of, transported, or stored on, in, under, or from the Property. Lessee shall immediately notify Lessor, and provide copies upon receipt of, all written complaints, claims, citations, demands, inquiries, reports, or notices relating to the condition of the Property or compliance with Environmental Laws. Lessee shall promptly deliver to Lessor copies of all notices, reports, correspondence and submissions made by Lessee to the United States Environmental Protection Agency (EPA), the United States Occupational Safety and Health Administration (OSHA), the Louisiana Department of Environmental Quality (DEQ), the Louisiana Department of Health and Hospitals (DHH), or any other Governmental Authority that requires submission of any information concerning environmental matters or hazardous waste or substances pursuant to Environmental Laws. 15.4 Lessee agrees to indemnify, defend (with counsel reasonably acceptable to Lessor at Lessee’s sole cost) and hold Lessor its employees, contractors, agents, etc., harmless from and against all Environmental liabilities and costs, liabilities and obligations, penalties, claims, litigation, demands, defenses, costs, judgments, suits, proceedings, damages (including consequential damages), disbursements or expenses of any kind (including attorneys’ and experts’ fees and fees and expenses incurred in investigating, defending, or prosecuting any litigation, claim, or proceeding) that may at any time be imposed upon, incurred by or asserted or awarded against Lessor or any of them in connection with or arising from or out of: a) Landlord acknowledges any misrepresentation, inaccuracy or breach of any warranty, covenant or agreement contained or referenced to in this Section; or b) any violation by Lessee of any Environmental Law. 15.5 For purposes of this section, “Hazardous Materials” means any substance or material (i) the presence or suspected presence of which requires or may require investigation, response, clean-up, remediation or monitoring, or may result in liability, under any Governmental Requirement; (ii) that it is not or contains a hazardous substance, waste, extremely hazardous substance, hazardous material, hazardous waste, hazardous constituent, solid waste, special waste, toxic substance, pollutant, contaminant, petroleum or petroleum derived substance or waste, and related materials, including, without limitation, any such materials defined, listed, identified under or described in any Environmental Law; (iii) that is flammable, explosive, radioactive, reactive, toxic, corrosive, infectious, carcinogenic, mutagenic or otherwise hazardous, or is or becomes regulated under any Environmental Law; (iv) that is or contains asbestos (whether friable or non-friable), any polychlorinated biphenyls or compounds or equipment containing polychlorinated biphenyls, or medical waste; (v) that is or contains or once contained gasoline, diesel fuel, oil, diesel and gasoline range organics (TPH-DRO / GRO), or any other petroleum products or petroleum hydrocarbons, or additives to petroleum products, or any breakdown products or compounds of any of the intent foregoing or (vi) radon gas. 15.6 The provisions of this Section 5.5 will be in addition to prohibit Tenant from using the Premises for the Permitted Use. Tenant may operate its business according to prudent industry practices so long as the use or presence of Hazardous Materials is strictly and properly monitored by Tenant according to all then applicable Environmental Laws. As a material inducement to Landlord to allow Tenant to use Hazardous Materials in connection with its business, Tenant agrees to deliver to Landlord prior to the Commencement Date a list identifying each type of Hazardous Materials to be brought upon, kept, used, stored, handled, treated, generated on, or released or disposed of from, the Premises and setting forth any and all governmental approvals or permits required in connection with the presence, use, storage, handling, treatment, generation, release or disposal of such Hazardous Materials on or from the Premises ("Hazardous Materials List"). Upon request of Landlord, Tenant shall deliver obligations and liabilities Lessee may have to Landlord an updated Hazardous Materials List within thirty (30) days following Landlord’s request. Tenant shall deliver to Landlord true Lessor and correct copies of the permits, approvals, reports and correspondence, and storage and management plans relating to the use, storage, handling, treatment, generation, release or disposal of Hazardous Materials by Tenant at the Premises. At any time following Tenant's receipt of a request from Landlord, Tenant shall promptly complete a "hazardous materials questionnaire" using the form then-provided by Landlord. At least three (3) months prior to the surrender of the Premises, Tenant shall deliver to Landlord a narrative description of the actions proposed (or required by any governmental authority) to be taken by Tenant in order to surrender the Premises (including any Alterations permitted by Landlord to remain in the Premises, the Improvements and Laboratory Reusable Installations) at the will survive expiration or earlier termination of the Term, free from any residual impact from the Tenant’s use of Hazardous Materials and otherwise released for unrestricted use and occupancy consistent with Tenant’s obligations under Section 5.5(e) below (the "Surrender Plan"). Tenant’s Surrender Plan shall state that, (a) (i) all laboratory space, including floors, walls, ceilings, counters, piping, supply lines, waste lines and plumbing in or serving the Premises and all exhaust or other ductwork in or serving the Premises, and (ii) any applicable systems shared by laboratory space, including without limitation exhaust or other ductwork, in or serving the Premises have been de-commissioned to the extent required by, and in accordance with, applicable Laws and in accordance with best industry practice; (b) the interior surfaces of the Premises (including floors, walls, ceilings, and counters), piping, supply lines, waste lines and plumbing, and all such ACTIVE/91437610.6this Agreement.

Hazardous Materials. Tenant shall not cause nor permit, nor allow any of Tenant's or Tenant’s affiliates’ employees, agents, customers, visitors, invitees, licensees, contractors, assignees or subtenants (aindividually, a "Tenant Party" and collectively, "Tenant's Parties") Landlord acknowledges that it is not the intent of this Section 5.5 to prohibit Tenant from using the Premises for the Permitted Use. Tenant may operate its business according to prudent industry practices so long as the use cause or presence of permit, any Hazardous Materials is strictly and properly monitored by Tenant according to all then applicable Environmental Laws. As a material inducement to Landlord to allow Tenant to use Hazardous Materials in connection with its business, Tenant agrees to deliver to Landlord prior to the Commencement Date a list identifying each type of Hazardous Materials (as defined herein) to be brought upon, keptstored, usedmanufactured, storedgenerated, blended, handled, recycled, treated, generated disposed or used on, under or released about the Premises, the Building, the Common Area, or the Project, except for routine office and janitorial supplies in usual and customary quantities stored and motor vehicle fuel stored in fuel tanks of motor vehicles used on site, including forklift propane tanks, used and disposed of fromin accordance with all applicable Environmental Laws, and Hazardous Materials contained in products stored by Tenant in their original, sealed, and unopened containers in accordance with Environmental Laws, subject to Tenant’s compliance with Section 15.3 below. Tenant shall not install, operate or maintain any above or below grade tank, sump, pit, pond, lagoon or other storage or treatment vessel or device within the Project without Landlord’s prior written consent which may be withheld in Landlord’s sole discretion. As used herein, the term "Environmental Laws" means all applicable present and future statutes, regulations, ordinances, rules, codes, judgments, orders or other similar enactments of any governmental authority or agency regulating or relating to health, safety, or environmental conditions on, under, or about the Premises or the environment, including without limitation, the following: the Comprehensive Environmental Response, Compensation and Liability Act; the Resource Conservation and Recovery Act; and all state and local counterparts thereto, and any regulations or policies promulgated or issued thereunder. The term "Hazardous Materials" means and includes any substance, material, waste, pollutant, or contaminant listed or defined as hazardous or toxic, under any Environmental Laws, asbestos and petroleum, including crude oil or any fraction thereof, natural gas liquids, liquefied natural gas, or synthetic gas usable for fuel (or mixtures of natural gas and such synthetic gas) and explosives, flammables, or radioactive substances of any kind. As defined in Environmental Laws, Tenant is and shall be deemed to be the "operator" of Tenant's "facility" and the "owner" of all Hazardous Materials brought on the Premises by Tenant, or Tenant’s Parties, and the wastes, by-products, or residues generated, resulting, or produced therefrom. Tenant and Tenant's Parties shall comply with all Environmental Laws and promptly notify Landlord in writing of the violation of any Environmental Law or presence of any Hazardous Materials, other than office and janitorial supplies as permitted above, in, on, under or about the Premises or the improvements or the soil or groundwater thereunder. Tenant shall neither create or suffer to exist, nor permit any Tenant Party to create or suffer to exist any lien, security interest or other charge or encumbrance of any kind with respect to the Project, including without limitation, any lien imposed pursuant to Section 107(f) of the Superfund Amendments and Reauthorization Act of 1986 (42 U.S.C. Section 9607(1)) or any similar state statute. Landlord shall have the right to enter upon and inspect the Premises and setting forth to conduct tests, monitoring and investigations. If such tests indicate the presence of any environmental condition caused or exacerbated by Tenant or any Tenant Party or arising during Tenant's or any Tenant Party's occupancy, Tenant shall reimburse Landlord for the cost of conducting such tests. The phrase "environmental condition" shall mean any adverse condition relating to any Hazardous Materials or the environment, including surface water, groundwater, drinking water supply, land, surface or subsurface strata or the ambient air and includes air, land and water pollutants, noise, vibration, light and odors. In the event of any such environmental condition, Tenant shall promptly notify both the property manager and the Landlord and shall promptly take any and all governmental approvals steps necessary to rectify the same to the satisfaction of the applicable agencies and Landlord, or permits required shall, at Landlord's election, reimburse Landlord, upon demand, for the cost to Landlord of performing work. The reimbursement shall be paid to Landlord in connection with advance of Landlord's performing such work, based upon Landlord's reasonable estimate of the presence, use, storage, handling, treatment, generation, release or disposal cost thereof; and upon completion of such Hazardous Materials on or from the Premises ("Hazardous Materials List"). Upon request of work by Landlord, Tenant shall deliver pay to Landlord an updated Hazardous Materials List within thirty (30) days following Landlord’s request. Tenant shall deliver to Landlord true and correct copies of the permits, approvals, reports and correspondence, and storage and management plans relating to the use, storage, handling, treatment, generation, release or disposal of Hazardous Materials by Tenant at the Premises. At any time following Tenant's shortfall promptly after receipt of a request from Landlord, Tenant 's bills therefor or Landlord shall promptly complete a "hazardous materials questionnaire" using refund to Tenant any excess deposit, as the form then-provided by Landlord. At least three (3) months prior to the surrender of the Premises, Tenant shall deliver to Landlord a narrative description of the actions proposed (or required by any governmental authority) to be taken by Tenant in order to surrender the Premises (including any Alterations permitted by Landlord to remain in the Premises, the Improvements and Laboratory Reusable Installations) at the expiration or earlier termination of the Term, free from any residual impact from the Tenant’s use of Hazardous Materials and otherwise released for unrestricted use and occupancy consistent with Tenant’s obligations under Section 5.5(e) below (the "Surrender Plan"). Tenant’s Surrender Plan shall state that, (a) (i) all laboratory space, including floors, walls, ceilings, counters, piping, supply lines, waste lines and plumbing in or serving the Premises and all exhaust or other ductwork in or serving the Premises, and (ii) any applicable systems shared by laboratory space, including without limitation exhaust or other ductwork, in or serving the Premises have been de-commissioned to the extent required by, and in accordance with, applicable Laws and in accordance with best industry practice; (b) the interior surfaces of the Premises (including floors, walls, ceilings, and counters), piping, supply lines, waste lines and plumbing, and all such ACTIVE/91437610.6case may be.

Hazardous Materials. (aA) Landlord acknowledges that it is not the intent of this Section 5.5 to prohibit Tenant from using No Hazardous Materials, as defined herein, shall be Handled, as also defined herein, upon, about, above or beneath the Premises or any portion of the Building by or on behalf of Tenant, its subtenants or its assignees, or their respective contractors, clients, officers, directors, employees, agents, or invitees. Any such Hazardous Materials so Handled shall be known as Tenant's Hazardous Materials. Notwithstanding the foregoing, normal quantities of Tenant's Hazardous Materials customarily used in the conduct of general administrative and executive office activities (e.g., copier fluids and cleaning supplies) may be Handled at the Premises without Landlord's prior written consent. Tenant's Hazardous Material shall be Handled at all times in compliance with the manufacturer's instructions therefor and all applicable Environmental Laws, as defined herein. (B) Notwithstanding the obligation of Tenant to indemnify Landlord pursuant to this Lease, Tenant shall, at its sole cost and expense, promptly take all actions required by any Regulatory Authority, as defined herein, or necessary for Landlord to make full economic use of the Permitted UsePremises or any portion of the Building, which requirements or necessity arises from the Handling of Tenant's Hazardous Materials upon, about, above or beneath the Premises or any portion of the Building. Such actions shall include, but not be limited to, the investigation of the environmental condition of the Premises or any portion of the Building, the preparation of any feasibility studies or reports and the performance of any cleanup, remedial, removal or restoration work. Tenant may operate its business according shall take all actions necessary to prudent industry practices restore the Premises or any portion of the Building to the condition existing prior to the introduction of Tenant's Hazardous Materials, notwithstanding any less stringent standards or remediation allowable under applicable Environmental Laws. Tenant shall nevertheless obtain Landlord's written approval prior to undertaking any actions required by this Section, which approval shall not be unreasonably withheld so long as such actions would not potentially have a material adverse long-term or short-term effect on the use Premises or any portion of the Building. (C) Tenant agrees to execute affidavits, representations, and the like from time to time at Landlord's request stating Tenant's best knowledge and belief regarding the presence of Hazardous Materials is strictly and properly monitored by Tenant according to all then applicable Environmental Laws. As a material inducement to Landlord to allow Tenant to use Hazardous Materials in connection with its business, Tenant agrees to deliver to Landlord prior to the Commencement Date a list identifying each type of Hazardous Materials to be brought upon, kept, used, stored, handled, treated, generated on, or released or disposed of from, the Premises and setting forth any and all governmental approvals or permits required in connection with the presence, use, storage, handling, treatment, generation, release or disposal of such Hazardous Materials on or from the Premises ("Hazardous Materials List"). Upon request of Landlord, Tenant shall deliver to Landlord an updated Hazardous Materials List within thirty (30) days following Landlord’s request. Tenant shall deliver to Landlord true and correct copies of the permits, approvals, reports and correspondence, and storage and management plans relating to the use, storage, handling, treatment, generation, release or disposal of Hazardous Materials by Tenant at the Premises. At any time following Tenant's receipt of a request from Landlord(D) "Environmental Laws" means and includes all now and hereafter existing statutes, Tenant shall promptly complete a "hazardous materials questionnaire" using the form then-provided by Landlord. At least three (3) months prior to the surrender of the Premiseslaws, Tenant shall deliver to Landlord a narrative description of the actions proposed (or required ordinances, codes, regulations, rules, rulings, orders, decrees, directives, policies and requirements by any governmental authority) to be taken by Tenant in order to surrender Regulatory Authority regulating, relating to, or imposing liability or standards of conduct concerning public health and safety or the Premises (including any Alterations permitted by Landlord to remain in the Premises, the Improvements and Laboratory Reusable Installations) at the expiration or earlier termination of the Term, free from any residual impact from the Tenant’s use of Hazardous Materials and otherwise released for unrestricted use and occupancy consistent with Tenant’s obligations under Section 5.5(e) below (the "Surrender Plan"). Tenant’s Surrender Plan shall state that, (a) (i) all laboratory space, including floors, walls, ceilings, counters, piping, supply lines, waste lines and plumbing in or serving the Premises and all exhaust or other ductwork in or serving the Premises, and (ii) any applicable systems shared by laboratory space, including without limitation exhaust or other ductwork, in or serving the Premises have been de-commissioned to the extent required by, and in accordance with, applicable Laws and in accordance with best industry practice; (b) the interior surfaces of the Premises (including floors, walls, ceilings, and counters), piping, supply lines, waste lines and plumbing, and all such ACTIVE/91437610.6environment.

Hazardous Materials. (aA) Landlord acknowledges that it is not the intent of this Section 5.5 to prohibit Tenant from using No Hazardous Materials (as defined herein) shall be Handled (as defined herein) upon, about, above or beneath the Premises or any portion of the Building by or on behalf of a Responsible Party (as defined herein), unless the Hazardous Materials are listed in Exhibit D hereto and then only in the quantities listed in the exhibit. Any such Hazardous Materials so Handled, or the presence of which is a result of the act or omission of a Responsible Party, shall be known as Tenant's Hazardous Materials. Notwithstanding the foregoing, normal quantities of those Hazardous Materials customarily used in the conduct of general administrative and executive office activities (e.g., copier fluids and cleaning supplies) may be Handled at the Premises without Landlord's prior written consent. Tenant's Hazardous Materials shall be Handled at all times in compliance with all applicable Environmental Laws (as defined herein). (B) Notwithstanding the obligation of Tenant to indemnify Landlord pursuant to this Lease, Tenant shall, at its sole cost and expense, promptly take all actions required by any federal, state or local governmental agency or political subdivision, or necessary for Landlord to make full economic use of the Permitted UsePremises or any portion of the Building, which requirements or necessity arises from the Handling of Tenant's Hazardous Materials upon, about, above or beneath the Premises or any portion of the Building. Such actions shall include, but not be limited to, the investigation of the environmental condition of the Premises or any portion of the Building, the preparation of any feasibility studies or reports and the performance of any cleanup, remedial, removal or restoration work. Tenant may operate its business according shall take all actions necessary to prudent industry practices so long as restore the use Premises or presence any portion of the Building to the condition existing prior to the introduction of Tenant's Hazardous Materials is strictly and properly monitored by Tenant according to all then Materials, notwithstanding any less stringent standards or remediation allowable under applicable Environmental Laws. As Tenant shall nevertheless obtain Landlord's written approval prior to undertaking any actions required by this Section, which approval shall not be unreasonably withheld so long as such actions would not potentially have a material inducement to Landlord to allow Tenant to use Hazardous Materials in connection with its business, Tenant agrees to deliver to Landlord prior to the Commencement Date a list identifying each type of Hazardous Materials to be brought upon, kept, used, stored, handled, treated, generated on, adverse long-term or released or disposed of from, short-term effect on the Premises and setting forth or any and all governmental approvals or permits required in connection with the presence, use, storage, handling, treatment, generation, release or disposal of such Hazardous Materials on or from the Premises ("Hazardous Materials List"). Upon request of Landlord, Tenant shall deliver to Landlord an updated Hazardous Materials List within thirty (30) days following Landlord’s request. Tenant shall deliver to Landlord true and correct copies portion of the permits, approvals, reports and correspondence, and storage and management plans relating to the use, storage, handling, treatment, generation, release or disposal of Hazardous Materials by Tenant at the Premises. At any time following Tenant's receipt of a request from Landlord, Tenant shall promptly complete a "hazardous materials questionnaire" using the form then-provided by Landlord. At least three (3) months prior to the surrender of the Premises, Tenant shall deliver to Landlord a narrative description of the actions proposed (or required by any governmental authority) to be taken by Tenant in order to surrender the Premises (including any Alterations permitted by Landlord to remain in the Premises, the Improvements and Laboratory Reusable Installations) at the expiration or earlier termination of the Term, free from any residual impact from the Tenant’s use of Hazardous Materials and otherwise released for unrestricted use and occupancy consistent with Tenant’s obligations under Section 5.5(e) below (the "Surrender Plan"). Tenant’s Surrender Plan shall state that, (a) (i) all laboratory space, including floors, walls, ceilings, counters, piping, supply lines, waste lines and plumbing in or serving the Premises and all exhaust or other ductwork in or serving the Premises, and (ii) any applicable systems shared by laboratory space, including without limitation exhaust or other ductwork, in or serving the Premises have been de-commissioned to the extent required by, and in accordance with, applicable Laws and in accordance with best industry practice; (b) the interior surfaces of the Premises (including floors, walls, ceilings, and counters), piping, supply lines, waste lines and plumbing, and all such ACTIVE/91437610.6Building.

Hazardous Materials. Tenant shall not (aeither with or without negligence) Landlord acknowledges that it is not cause or permit the intent escape, disposal or release of this Section 5.5 to prohibit Tenant from using any biologically or chemically active or other hazardous substances or materials onto the Premises for or the Permitted UseLot, except in accordance with the requirements of applicable laws and regulations. Tenant may operate its business according shall not allow the storage or use of such substances or materials in any manner not permitted by law, nor allow to prudent industry practices so long be brought into the Premises any such materials or substances except to use in the ordinary course of Tenant's business. Upon Landlord's written request, Tenant shall furnish to Landlord an inventory of the identity of such substances or materials used in the ordinary course of Tenant's business. Without limitation, hazardous substances and materials shall include those described in the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, 42 U.S.C. Section 9601 et seq., the use Resource Conservation and Recovery Act, as amended, 42 U.S.C. Section 6901 et seq., the Massachusetts Hazardous Waste Management Act, as amended, M.G.L. c.21C, the Massachusetts Oil and Hazardous Material Release Prevention and Response Act, as amended, M.G.L. c.21E, any applicable local ordinance or presence bylaw, and the regulations adopted under these acts, as amended (collectively, the "Hazardous Waste Laws"). If any lender or governmental agency shall ever require testing to ascertain whether or not there has been any release of Hazardous Materials is strictly and properly monitored hazardous substances or materials, then the reasonable costs thereof shall be reimbursed by Tenant according to all then applicable Environmental Laws. As a material inducement to Landlord upon demand as additional charges if and only if the following conditions are satisfied; (i) if such requirement applies to allow the Premises and (ii) if an independent, reputable third party engineer employed by Landlord or persons acting under Landlord conclusively determines that such release had been or is likely to have been solely and exclusively caused by Tenant or persons acting under Tenant. If Tenant receives from any federal, state or local governmental agency any notice of violation or alleged violation of any Hazardous Waste Law, or if Tenant is obligated to use give any notice under any Hazardous Materials in connection with its businessWaste Law, Tenant agrees to deliver forward to Landlord prior to the Commencement Date a list identifying each type copy of Hazardous Materials to be brought upon, kept, used, stored, handled, treated, generated on, or released or disposed of from, the Premises and setting forth any and all governmental approvals or permits required in connection with the presence, use, storage, handling, treatment, generation, release or disposal of such Hazardous Materials on or from the Premises ("Hazardous Materials List"). Upon request of Landlord, Tenant shall deliver to Landlord an updated Hazardous Materials List notice within thirty (30) days following Landlord’s request. Tenant shall deliver to Landlord true and correct copies of the permits, approvals, reports and correspondence, and storage and management plans relating to the use, storage, handling, treatment, generation, release or disposal of Hazardous Materials by Tenant at the Premises. At any time following Tenant's receipt of a request from Landlord, Tenant shall promptly complete a "hazardous materials questionnaire" using the form then-provided by Landlord. At least three (3) months prior to the surrender days of the PremisesTenant's receipt or transmittal thereof. In addition, Tenant shall deliver execute affidavits, representations and the like from time to time at Landlord's request concerning Tenant's best knowledge or belief regarding the presence of hazardous substances or materials on the Premises. In all events, Tenant shall indemnify Landlord a narrative description in the manner provided in Section 6.1.7 of this Lease from any release of hazardous substances or materials on the actions proposed (Premises or required by any governmental authority) elsewhere in the Park to be taken the extent caused by Tenant or persons acting under Tenant. Notwithstanding the immediately preceding sentence, after deducting all of Landlord's costs, if any, Landlord will credit Tenant with any net insurance proceeds received by Landlord from any Pollution and Remediation Legal Liability insurance policy in order effect covering the Premises. Landlord retains the right to surrender inspect the Premises (including any Alterations permitted by Landlord at all reasonable times, upon reasonable notice to remain in the PremisesTenant, the Improvements and Laboratory Reusable Installations) at to ensure compliance with this Section. The within covenants shall survive the expiration or earlier termination of the Term, free from any residual impact from the Tenant’s use of Hazardous Materials and otherwise released for unrestricted use and occupancy consistent with Tenant’s obligations under Section 5.5(e) below (the "Surrender Plan"). Tenant’s Surrender Plan shall state that, (a) (i) all laboratory space, including floors, walls, ceilings, counters, piping, supply lines, waste lines and plumbing in or serving the Premises and all exhaust or other ductwork in or serving the Premises, and (ii) any applicable systems shared by laboratory space, including without limitation exhaust or other ductwork, in or serving the Premises have been de-commissioned to the extent required by, and in accordance with, applicable Laws and in accordance with best industry practice; (b) the interior surfaces of the Premises (including floors, walls, ceilings, and counters), piping, supply lines, waste lines and plumbing, and all such ACTIVE/91437610.6;

Hazardous Materials. (a) Tenant represents, warrants, and covenants to Landlord acknowledges that it is not the intent of this Section 5.5 to prohibit that: a. Tenant from using and the Premises for will remain in compliance with all applicable laws, ordinances, and regulations (including consent decrees and administrative orders) relating to public health and safety and protection of the Permitted Useenvironment, including those statutes, laws, regulations, and ordinances identified in subparagraph 6.3g all as amended and modified from time to time (collectively, "Environmental Laws"). Tenant may operate its business according All governmental permits relating to prudent industry practices so long as the use or presence operation of the Premises required by applicable Environmental Laws are and will remain in effect, and Tenant will comply with them. b. Tenant will not permit to occur any release, generation, manufacture, storage, treatment, transportation, or disposal of "Hazardous Materials Material," as that term is strictly defined in subparagraph 6.3g, on, in, under, or from the Premises. Tenant will promptly notify Landlord, in writing, if Tenant has or acquires notice or knowledge that any Hazardous Material has been or is threatened to be released, discharged, disposed of, transported, or stored on, in, under, or from the Premises; and properly monitored by if any Hazardous Material is found on the Premises, Tenant, at its own cost and expense, will immediately take such action as is necessary to detain the spread of and remove the Hazardous Material to the complete satisfaction of Landlord and the appropriate governmental authorities. c. Tenant according will immediately notify Landlord and provide copies upon receipt of all written complaints, claims, citations, demands, inquiries, reports, or notices relating to all then applicable the condition of the Premises or compliance with Environmental Laws. As a material inducement to Landlord to allow Tenant to use Hazardous Materials in connection will promptly cure and have dismissed with its business, Tenant agrees to deliver to Landlord prior prejudice any such actions and proceeding to the Commencement Date a list identifying each type satisfaction of Hazardous Materials to be brought upon, kept, used, stored, handled, treated, generated on, or released or disposed of from, Landlord. Tenant will keep the Premises free of any lien imposed pursuant to any Environmental Laws. d. Landlord will have the right at all reasonable times and setting forth any and all governmental approvals or permits required in connection with the presence, use, storage, handling, treatment, generation, release or disposal of such Hazardous Materials on or from the Premises ("Hazardous Materials List"). Upon request of Landlord, Tenant shall deliver time to Landlord an updated Hazardous Materials List within thirty (30) days following Landlord’s request. Tenant shall deliver time to Landlord true and correct copies of the permits, approvals, reports and correspondence, and storage and management plans relating to the use, storage, handling, treatment, generation, release or disposal of Hazardous Materials by Tenant at the Premises. At any time following Tenant's receipt of a request from Landlord, Tenant shall promptly complete a "hazardous materials questionnaire" using the form then-provided by Landlord. At least three (3) months prior to the surrender conduct environmental audits of the Premises, and Tenant shall deliver will cooperate in the conduct of each audit. The audits will be conducted by a consultant of Landlord's choosing. If any Hazardous Material is detected or if a violation of any of the warranties, representations, or covenants contained in this paragraph is discovered, the fees and expenses of such consultant will be borne by Tenant and will be paid as Additional Rent under this Lease on demand by Landlord. e. If Tenant fails to comply with any of the foregoing warranties, representations, and covenants, Landlord may cause the removal (or other cleanup acceptable to Landlord) of any Hazardous Material from the Premises. The costs of Hazardous Material removal and any other cleanup (including transportation and storage costs) will be Additional Rent under this Lease, whether or not a court has ordered the cleanup, and such costs will become due and payable on demand by Landlord. Tenant will give Landlord, its agents, and employees access to the Premises to remove or otherwise clean up any Hazardous Material. Landlord, however, has no affirmative obligation to remove or otherwise clean up any Hazardous Material, and this Lease will not be construed as creating any such obligation. f. Tenant agrees to indemnify, defend (with counsel reasonably acceptable to Landlord a narrative description and at Tenant's sole cost), and hold Landlord and Landlord's affiliates, shareholders, directors, officers, employees and agents free and harmless from and against all losses, liabilities, obligations, penalties, claims, litigation, demands, defenses, costs, judgments, suits, proceedings, damages (including consequential damages), disbursements or expenses of any kind (including attorneys' and experts' fees and expenses and fees and expenses incurred in investigating, defending, or prosecuting any litigation, claim, or proceeding) that may at any time be imposed upon, incurred by, or asserted or awarded against Landlord or any of them in connection with or arising from or out of: i. any Hazardous Material on, in, under, or affecting all or any portion of the actions proposed (Premises; ii. any misrepresentation, inaccuracy, or required by breach of any governmental authority) warranty, covenant, or agreement contained or referred to be taken in this paragraph; iii. any violation or claim of violation by Tenant in order of any Environmental Law; or iv. the imposition of any lien for the recovery of any costs for environmental cleanup or other response costs relating to surrender the Premises (including any Alterations permitted by Landlord to remain in release or threatened release of Hazardous Material. This indemnification is the Premises, the Improvements personal obligation of Tenant and Laboratory Reusable Installations) at the expiration or earlier will survive termination of the Term, free from any residual impact from the Tenant’s use of Hazardous Materials and otherwise released for unrestricted use and occupancy consistent with Tenant’s obligations under Section 5.5(e) below (the "Surrender Plan")this Lease. Tenant’s Surrender Plan shall , its successors, and assigns waive, release, and agree not to make any claim or bring any cost recovery action against Landlord under CERCLA, as that term is defined in subparagraph 6.3g, or any state thatequivalent or any similar law now existing or enacted after this date. To the extent that Landlord is strictly liable under any such law, (a) regulation, ordinance, or requirement, Tenant's obligation to Landlord under this indemnity will likewise be without regard to fault on the part of Tenant with respect to the violation or condition that results in liability to Landlord. g. For purposes of this Lease, "Hazardous Material" means: (i) all laboratory space"hazardous substances" or "toxic substances" as those terms are defined by the Comprehensive Environmental Response, including floors, walls, ceilings, counters, piping, supply lines, waste lines and plumbing in or serving the Premises and all exhaust or other ductwork in or serving the PremisesCompensation, and Liability Act (CERCLA), 42 U.S.C. ss.9601, et seq., or the Hazardous Materials Transportation Act, 49 U.S.C. ss.1801, all as amended and amended after this date; (ii) "hazardous wastes" as that term is defined by the Resource Conservation and Recovery Act (RCRA), 42 U.S.C. ss.6901, et sec.., as amended and amended after this date; (iii) any pollutant or contaminant or hazardous, dangerous, or toxic chemicals, materials, or substances within the meaning of any other applicable systems shared by laboratory spacefederal, state, or local law, regulation, ordinance, or requirement (including consent decrees and administrative orders) relating to or imposing liability or standards of conduct concerning any hazardous, toxic, or dangerous waste substance or material, all as amended or amended after this date; (iv) crude oil or any fraction thereof which is liquid at standard conditions of temperature and pressure (60 degrees Fahrenheit and 14.7 pounds per square inch absolute); (v) any radioactive material, including without limitation exhaust any source, special nuclear or other ductworkby-product material as defined at 42 U.S.C. ss.2011, in or serving the Premises have been de-commissioned to the extent required byet seq., as amended and in accordance with, applicable Laws and in accordance with best industry practiceamended after this date; (bvi) the interior surfaces of the Premises asbestos in any form or condition; and (including floors, walls, ceilings, and counters), piping, supply lines, waste lines and plumbing, and all such ACTIVE/91437610.6vii) polychlorinated biphenyls (PCBs) or substances or compounds containing PCBs.

Hazardous Materials. (a) Landlord acknowledges that it is not In the intent event Tenant intends to or does use, encounter, handle, store, release, spill or dispose of this Section 5.5 to prohibit Tenant from using the Premises for the Permitted Use. Tenant may operate its business according to prudent industry practices so long as the use or presence of any Hazardous Materials is strictly and properly monitored by Tenant according to all then applicable Environmental Laws. As a material inducement to Landlord to allow Tenant to use Hazardous Materials Material in connection with its businessbusiness operations within the Premises, Tenant agrees shall promptly notify Landlord in writing. Tenant shall promptly provide Landlord with true, correct, complete and legible copies of any reports, notices or correspondence relating to Hazardous Materials on the Premises which may be filed, prepared by or sent to Tenant. Landlord may, at any time or from time to time, require Tenant (i) to conduct monitoring, evaluation or any required remediation activities with respect to Hazardous Materials on the Premises, at Landlord’s discretion and at Tenant’s sole cost and expense, performed by an environmental consultant approved by Landlord, provided that Landlord has reasonable grounds to believe that a release of Hazardous Materials exists or is imminent, (ii) to complete and deliver to Landlord prior an Environmental Questionnaire, in Landlord’s then current form (and Tenant shall update and resubmit to Landlord the Environmental Questionnaire in the event of any material change to the Commencement Date a list identifying each type of information contained therein), and/or (iii) to cease and desist from using, handling, storing, releasing, or disposing any such Hazardous Materials within the Premises. Tenant’s indemnity set forth in Section 12.2 shall apply to be brought upon, kept, used, stored, handled, treated, generated on, or released or disposed any Costs arising out of from, the Premises and setting forth any and all governmental approvals or permits required in connection with the presence, Tenant’s use, storage, handling, treatmentrelease, generation, release or disposal of such Hazardous Materials on or from the Premises ("Hazardous Materials List"). Upon request of Landlord, Tenant shall deliver to Landlord an updated Hazardous Materials List within thirty (30) days following Landlord’s request. Tenant shall deliver to Landlord true and correct copies of the permits, approvals, reports and correspondence, and storage and management plans relating to the use, storage, handling, treatment, generation, release remediation or disposal of Hazardous Materials by Tenant at on or about the Premises, including any Costs necessary to return the Premises, or any other property, to their condition existing before Tenant’s introduction of Hazardous Materials on the Premises. At any time following Tenant's receipt of a request from Landlord, Tenant ’s obligations under this Section 7.5 shall promptly complete a "hazardous materials questionnaire" using the form then-provided by Landlord. At least three (3) months prior to the surrender of the Premises, Tenant shall deliver to Landlord a narrative description of the actions proposed (or required by any governmental authority) to be taken by Tenant in order to surrender the Premises (including any Alterations permitted by Landlord to remain in the Premises, the Improvements and Laboratory Reusable Installations) at survive the expiration or earlier termination of this Lease. Notwithstanding anything to the Termcontrary contained in this Lease, free from Tenant shall not be required to remediate or pay for the removal of any residual impact from the Tenant’s use of Hazardous Materials and otherwise released for unrestricted use and occupancy consistent with Tenant’s obligations under Section 5.5(e) below (the "Surrender Plan"). Tenant’s Surrender Plan shall state that, (a) (i) all laboratory space, including floors, walls, ceilings, counters, piping, supply lines, waste lines and plumbing in or serving the Premises and all exhaust or other ductwork in or serving the Premises, and (ii) any applicable systems shared by laboratory space, including without limitation exhaust or other ductwork, in or serving the Premises have been de-commissioned to the extent required bysuch Hazardous Materials exist in an amount in violation of applicable laws and are determined by reasonably sufficient evidence generated by a qualified, and independent environmental consultant to have been present in accordance with, applicable Laws and such condition in accordance with best industry practice; (b) the interior surfaces Premises prior to delivery of the Premises (including floors, walls, ceilings, and counters), piping, supply lines, waste lines and plumbing, and all such ACTIVE/91437610.6to Tenant.

Hazardous Materials. 14.1. Lessee shall comply with all Environmental Laws relating to the use or occupation of the Property as required by La. R.S. § 17:3996, including, but not limited to the Asbestos Hazardous Emergency Response Act (aAHERA, 15 USC § 2641, et seq.). 14.2. Lessee shall not be allowed, cause or permit any hazardous materials to be generated, used, treated, released, stored, or disposed of in or about the Premises by Lessee or Lessee’s employees, agents, etc., provided that Lessee may use and store normal and reasonable quantities of standard cleaning and office materials, any educational materials necessary for science lab courses, as long as such materials are properly, safely, and lawfully stored and used by Lessee and the quantity of such materials does not equal or exceed a “reportable quantity” as defined in 40 CFR §§ 302 and 305, and as may be amended. In no event shall Lessee cause or permit the deposit, release or discharge of any Hazardous Materials to the soil or groundwater of the Premises. 14.3. Lessee shall promptly notify Lessor, in writing, if Lessee has or acquires notice or knowledge that any Hazardous Material has been or is threatened to be released, discharged, disposed of, transported, or stored on, in, under, or from the Premises. Lessee shall immediately notify Lessor, and provide copies upon receipt of, all written complaints, claims, citations, demands, inquiries, reports, or notices relating to the condition of the Premises or compliance with Environmental Laws. Lessee shall promptly deliver to Lessor copies of all notices, reports, correspondence and submissions made by Lessee to the United States Environmental Protection Agency (EPA), the United States Occupational Safety and Health Administration (OSHA), the Louisiana Department of Environmental Quality (DEQ), the Louisiana Department of Health and Hospitals (DHH), or any other Governmental Authority that requires submission of any information concerning environmental matters or hazardous waste or substances pursuant to Environmental Laws. 14.4. Lessee agrees to indemnify, defend (with counsel reasonably acceptable to Lessor at Lessee’s sole cost) Landlord acknowledges and hold Lessor, its employees, contractors, agents, etc., harmless from and against all Environmental liabilities and costs, liabilities and obligations, penalties, claims, litigation, demands, defenses, costs, judgments, suits, proceedings, damages (including consequential damages), disbursements or expenses of any kind (including attorneys’ and experts’ fees, and fees and expenses incurred in investigating, defending, or prosecuting any litigation, claim, or proceeding) that it may at any time be imposed upon, incurred by or asserted or awarded against Lessor or any of them in connection with or arising from or out of: 14.4.1. any misrepresentation, inaccuracy or breach of any warranty, covenant or agreement contained or referenced to in this Section committed by Lessee except in such circumstance where asbestos is not released through no fault of Lessee; or 14.4.2. any violation by Lessee of any Environmental Law. 14.5. For purposes of this section, “Hazardous Materials” means any substance or material (i) the intent presence or suspected presence of which requires or may require investigation, response, clean-up, remediation or monitoring, or may result in liability, under any Governmental Requirement; (ii) that is or contains a hazardous substance, waste, extremely hazardous substance, hazardous material, hazardous waste, hazardous constituent, solid waste, special waste, toxic substance, pollutant, contaminant, petroleum or petroleum derived substance or waste, and related materials, including, without limitation, any such materials defined, listed, identified under or described in any Environmental Law; (iii) that is flammable, explosive, radioactive, reactive, toxic, corrosive, infectious, carcinogenic, mutagenic or otherwise hazardous, or is or becomes regulated under any Environmental Law; (iv) that is or contains asbestos (whether friable or non-friable), any polychlorinated biphenyls or compounds or equipment containing polychlorinated biphenyls, or medical waste; (v) that is or contains or once contained gasoline, diesel fuel, oil, diesel and gasoline range organics (TPH-DRO / GRO), or any other petroleum products or petroleum hydrocarbons, or additives to petroleum products, or any breakdown products or compounds of any of the foregoing or (vi) radon gas. 14.6. The provisions of this Section 5.5 shall be in addition to prohibit Tenant from using the Premises for the Permitted Use. Tenant may operate its business according to prudent industry practices so long as the use or presence of Hazardous Materials is strictly and properly monitored by Tenant according to all then applicable Environmental Laws. As a material inducement to Landlord to allow Tenant to use Hazardous Materials in connection with its business, Tenant agrees to deliver to Landlord prior to the Commencement Date a list identifying each type of Hazardous Materials to be brought upon, kept, used, stored, handled, treated, generated on, or released or disposed of from, the Premises and setting forth any and all governmental approvals or permits required in connection with the presence, use, storage, handling, treatment, generation, release or disposal of such Hazardous Materials on or from the Premises ("Hazardous Materials List"). Upon request of Landlord, Tenant obligations and liabilities Lessee may have to Lessor and shall deliver to Landlord an updated Hazardous Materials List within thirty (30) days following Landlord’s request. Tenant shall deliver to Landlord true and correct copies of the permits, approvals, reports and correspondence, and storage and management plans relating to the use, storage, handling, treatment, generation, release or disposal of Hazardous Materials by Tenant at the Premises. At any time following Tenant's receipt of a request from Landlord, Tenant shall promptly complete a "hazardous materials questionnaire" using the form then-provided by Landlord. At least three (3) months prior to the surrender of the Premises, Tenant shall deliver to Landlord a narrative description of the actions proposed (or required by any governmental authority) to be taken by Tenant in order to surrender the Premises (including any Alterations permitted by Landlord to remain in the Premises, the Improvements and Laboratory Reusable Installations) at the survive expiration or earlier termination of the Term, free from any residual impact from the Tenant’s use of Hazardous Materials and otherwise released for unrestricted use and occupancy consistent with Tenant’s obligations under Section 5.5(e) below (the "Surrender Plan"). Tenant’s Surrender Plan shall state that, (a) (i) all laboratory space, including floors, walls, ceilings, counters, piping, supply lines, waste lines and plumbing in or serving the Premises and all exhaust or other ductwork in or serving the Premises, and (ii) any applicable systems shared by laboratory space, including without limitation exhaust or other ductwork, in or serving the Premises have been de-commissioned to the extent required by, and in accordance with, applicable Laws and in accordance with best industry practice; (b) the interior surfaces of the Premises (including floors, walls, ceilings, and counters), piping, supply lines, waste lines and plumbing, and all such ACTIVE/91437610.6this Agreement.

Hazardous Materials. Tenant shall not (aeither with or without negligence) Landlord acknowledges that it is cause or permit the escape, disposal or release of any biologically or chemically active or other hazardous substances or materials. Tenant shall not allow the intent storage or use of this Section 5.5 to prohibit Tenant from using such substances or materials in any manner not sanctioned by law or by the Premises highest standards prevailing in the industry for the Permitted Use. Tenant may operate its business according to prudent industry practices so long as the storage and use of such substances or presence of Hazardous Materials is strictly and properly monitored by Tenant according to all then applicable Environmental Laws. As a material inducement to Landlord to materials, nor allow Tenant to use Hazardous Materials in connection with its business, Tenant agrees to deliver to Landlord prior to the Commencement Date a list identifying each type of Hazardous Materials to be brought uponinto the Project any such materials or substances except to use in the ordinary course of Tenant’s business, kept, used, stored, handled, treated, generated on, or released or disposed and then only after written notice is given to Landlord of from, the Premises and setting forth any and all governmental approvals or permits required in connection with the presence, use, storage, handling, treatment, generation, release or disposal identity of such Hazardous Materials on substances or from materials. Without limitation, hazardous substances and materials shall include those described in the Premises ("Hazardous Materials List")Comprehensive Environmental Response Compensation and Liability Act of 1980, as amended, 42 U.S.C. Section 9601 et seq., any applicable state or local laws and the regulations adopted under these acts. Upon request If any lender or governmental agency shall ever require testing to ascertain whether or not there has been any release of Landlordhazardous materials, then Tenant shall deliver promptly notify Landlord of the same, and the reasonable costs thereof shall be reimbursed by Tenant to Landlord an updated Hazardous Materials List within thirty (30) days following Landlord’s request. Tenant shall deliver upon demand as additional charges if such requirement applies to Landlord true and correct copies of the permits, approvals, reports and correspondence, and storage and management plans relating to the use, storage, handling, treatment, generation, release or disposal of Hazardous Materials by Tenant at the Premises. At Landlord shall have the right, but not the obligation, to enter the Premises at any reasonable time following to perform any required testing, to confirm Tenant's receipt ’s compliance with the provisions of a this Paragraph, and to perform Tenant’s obligations under this Paragraph if T▇▇▇▇▇ has failed to do so. In addition, T▇▇▇▇▇ shall execute affidavits, representations and the like from time to time at L▇▇▇▇▇▇▇’s request concerning T▇▇▇▇▇’s best knowledge and belief regarding the presence of hazardous substances or materials on the Premises. In all events, T▇▇▇▇▇ shall indemnify Landlord in the manner elsewhere provided in this Lease from Landlord, Tenant shall promptly complete a "any release of hazardous materials questionnaire" using on the form then-provided by Landlord. At least three (3) months prior to the surrender of the PremisesPremises occurring while Tenant is in possession, Tenant shall deliver to Landlord a narrative description of the actions proposed (or required by any governmental authority) to be taken elsewhere if caused by Tenant in order to surrender the Premises (including any Alterations permitted by Landlord to remain in the Premises, the Improvements and Laboratory Reusable Installations) at or persons acting under Tenant. The within covenants shall survive the expiration or earlier termination of the Term, free from any residual impact from the Tenant’s use of Hazardous Materials and otherwise released for unrestricted use and occupancy consistent with Tenant’s obligations under Section 5.5(e) below (the "Surrender Plan"). Tenant’s Surrender Plan shall state that, (a) (i) all laboratory space, including floors, walls, ceilings, counters, piping, supply lines, waste lines and plumbing in or serving the Premises and all exhaust or other ductwork in or serving the Premises, and (ii) any applicable systems shared by laboratory space, including without limitation exhaust or other ductwork, in or serving the Premises have been de-commissioned to the extent required by, and in accordance with, applicable Laws and in accordance with best industry practice; (b) the interior surfaces of the Premises (including floors, walls, ceilings, and counters), piping, supply lines, waste lines and plumbing, and all such ACTIVE/91437610.6lease term.

Hazardous Materials. (ai) Landlord acknowledges that it To the best knowledge of Lessee and except as may otherwise be disclosed in the Environmental Audit delivered by Lessee to Administrative Agent at Closing, there are no Hazardous Materials present at, upon, under or within the Leased Property or released or transported to or from the Leased Property (except in full compliance with all Applicable Law). (ii) No Governmental Actions have been taken or are in process or, to the best knowledge of Lessee, have been threatened with regard to the Leased Property, which could reasonably be expected to subject the Leased Property, General Partner, Administrative Agent, any Lender or Lessor to any Claims or Liens under any Environmental Law which would have a Materially Adverse Effect on Lessee or a materially adverse effect on, Lessor, Administrative Agent, General Partner, any Lender or the Leased Property. (iii) Lessee has, or will obtain on or before the date required by Applicable Law, all Environmental Permits necessary to operate the Leased Property in accordance with Environmental Laws and is complying with and has at all times complied with all such Environmental Permits, except to the extent the failure to so comply would not have a Material Adverse Effect. (iv) No material notice, notification, demand, request for information, citations, summons, complaint or order has been issued to or filed with or has been received by Lessee, no penalty has been assessed on Lessee and, to its best knowledge, no investigation or review is pending or threatened by any Governmental Authority or other Person in each case relating to the intent Leased Property with respect to any alleged violation or liability of this Section 5.5 Lessee under any Environmental Law. No material notice, notification, demand, request for information, citations, summons, complaint or order has been issued to prohibit Tenant from using or filed with or has been received by any other Person, no material penalty has been assessed on any other Person and no investigation or review is pending or, to its best knowledge, threatened by any Governmental Authority or other Person relating to the Premises for Leased Property with respect to any alleged material violation or liability under any Environmental Law by any other Person. (v) Except as may otherwise be disclosed in the Permitted Use. Tenant may operate its business according Environmental Audit delivered by Lessee to prudent industry practices so long as Administrative Agent at Closing, the use Leased Property and each portion thereof are presently in compliance in all material respects with all Environmental Laws, and there are no present or, to Lessee's best knowledge, past facts, circumstances, activities, events, conditions or occurrences regarding the Leased Property (including without limitation the release or presence of Hazardous Materials is strictly and properly monitored by Tenant according Materials) that could reasonably be anticipated to all then applicable Environmental Laws. As (A) form the basis of a material inducement Claim against the Leased Property, Administrative Agent, any Lender, any Funding Party or Lessee, (B) cause the Leased Property to Landlord be subject to allow Tenant any restrictions on ownership, occupancy, use or transferability under any Environmental Law, (C) require the filing or recording of any notice or restriction relating to use the presence of Hazardous Materials in connection with its business, Tenant agrees to deliver to Landlord prior to the Commencement Date a list identifying each type of Hazardous Materials to be brought upon, kept, used, stored, handled, treated, generated onreal estate records in the county or other appropriate municipality in which the Leased Property is located, or released (D) prevent or disposed of from, the Premises and setting forth any and all governmental approvals or permits required in connection interfere with the presence, use, storage, handling, treatment, generation, release or disposal of such Hazardous Materials on or from the Premises ("Hazardous Materials List"). Upon request of Landlord, Tenant shall deliver to Landlord an updated Hazardous Materials List within thirty (30) days following Landlord’s request. Tenant shall deliver to Landlord true continued operation and correct copies maintenance of the permits, approvals, reports and correspondence, and storage and management plans relating to Leased Property as contemplated by the use, storage, handling, treatment, generation, release or disposal of Hazardous Materials by Tenant at the Premises. At any time following Tenant's receipt of a request from Landlord, Tenant shall promptly complete a "hazardous materials questionnaire" using the form then-provided by Landlord. At least three (3) months prior to the surrender of the Premises, Tenant shall deliver to Landlord a narrative description of the actions proposed (or required by any governmental authority) to be taken by Tenant in order to surrender the Premises (including any Alterations permitted by Landlord to remain in the Premises, the Improvements and Laboratory Reusable Installations) at the expiration or earlier termination of the Term, free from any residual impact from the Tenant’s use of Hazardous Materials and otherwise released for unrestricted use and occupancy consistent with Tenant’s obligations under Section 5.5(e) below (the "Surrender Plan"). Tenant’s Surrender Plan shall state that, (a) (i) all laboratory space, including floors, walls, ceilings, counters, piping, supply lines, waste lines and plumbing in or serving the Premises and all exhaust or other ductwork in or serving the Premises, and (ii) any applicable systems shared by laboratory space, including without limitation exhaust or other ductwork, in or serving the Premises have been de-commissioned to the extent required by, and in accordance with, applicable Laws and in accordance with best industry practice; (b) the interior surfaces of the Premises (including floors, walls, ceilings, and counters), piping, supply lines, waste lines and plumbing, and all such ACTIVE/91437610.6Operative Documents.

Hazardous Materials. Tenant shall not (aeither with or without negligence) Landlord acknowledges that it is cause or permit the escape, disposal or release of any biologically or chemically active or other hazardous substances or materials. Tenant shall not allow the intent storage or use of this Section 5.5 to prohibit Tenant from using such substances or materials in any manner not sanctioned by law or by the Premises standards prevailing in the industry for the Permitted Use. Tenant may operate its business according to prudent industry practices so long as the storage and use of such substances or presence of Hazardous Materials is strictly and properly monitored by Tenant according to all then applicable Environmental Laws. As a material inducement to Landlord to materials, nor allow Tenant to use Hazardous Materials in connection with its business, Tenant agrees to deliver to Landlord prior to the Commencement Date a list identifying each type of Hazardous Materials to be brought uponinto the Project any such materials or substances except to use in the ordinary course of Tenant's business, kept, used, stored, handled, treated, generated on, or released or disposed and then only after written notice is given to Landlord of from, the Premises and setting forth any and all governmental approvals or permits required in connection with the presence, use, storage, handling, treatment, generation, release or disposal identity of such Hazardous Materials on substances or from materials. Without limitation, hazardous substances and materials shall include those described in the Premises ("Hazardous Materials List")Comprehensive Environmental Response Compensation and Liability Act of 1980, as amended, 42 U.S.C. Section 9601 et seq., any applicable state or local laws and the regulations adopted under these acts. Upon request If any lender or governmental agency shall ever require testing to ascertain whether or not there has been any release of Landlordhazardous materials, then the reasonable costs thereof shall be reimbursed by Tenant to Landlord upon demand as additional charges if such requirement applies to the Premises. In addition, Tenant shall deliver execute affidavits, representations and the like from time to Landlord an updated Hazardous Materials List within thirty (30) days following time at Landlord’s request. Tenant shall deliver to Landlord true 's request concerning Tenant's best knowledge and correct copies belief regarding the presence of the permits, approvals, reports and correspondence, and storage and management plans relating to the use, storage, handling, treatment, generation, release hazardous substances or disposal of Hazardous Materials by Tenant at materials on the Premises. At any time following Tenant's receipt of a request from LandlordIn all events, Tenant shall promptly complete a "indemnify Landlord in the manner elsewhere provided in this Lease from any release of hazardous materials questionnaire" using on the form then-provided by Landlord. At least three (3) months prior to the surrender of the PremisesPremises occurring while Tenant is in possession, Tenant shall deliver to Landlord a narrative description of the actions proposed (or required by any governmental authority) to be taken elsewhere if caused by Tenant in order to surrender the Premises (including any Alterations permitted by Landlord to remain in the Premises, the Improvements and Laboratory Reusable Installations) at or persons acting under Tenant. The within covenants shall survive the expiration or earlier termination of the Term, free from any residual impact from the Tenant’s use of Hazardous Materials and otherwise released for unrestricted use and occupancy consistent with Tenant’s obligations under Section 5.5(e) below (the "Surrender Plan"). Tenant’s Surrender Plan shall state that, (a) (i) all laboratory space, including floors, walls, ceilings, counters, piping, supply lines, waste lines and plumbing in or serving the Premises and all exhaust or other ductwork in or serving the Premises, and (ii) any applicable systems shared by laboratory space, including without limitation exhaust or other ductwork, in or serving the Premises have been de-commissioned to the extent required by, and in accordance with, applicable Laws and in accordance with best industry practice; (b) the interior surfaces of the Premises (including floors, walls, ceilings, and counters), piping, supply lines, waste lines and plumbing, and all such ACTIVE/91437610.6lease term.

Hazardous Materials. Tenant shall not (aeither with or without negligence) Landlord acknowledges that it is cause or permit the escape, disposal or release of any biologically or chemically active or other hazardous substances, or materials. Tenant shall not allow the intent storage or use of this Section 5.5 to prohibit Tenant from using Hazardous Materials in any manner not sanctioned by law or by the Premises highest standards prevailing in the industry for the Permitted Usestorage and use of such substances or materials, nor allow to be brought onto the Property any such materials or substances except to use in the ordinary course of Tenant's business, and then only after written notice is given to Landlord of the identity of such substances or materials. The term "HAZARDOUS MATERIALS" means any substance, material, or waste which is now or hereafter classified or considered to be hazardous, toxic, or dangerous or to pose a hazard to the health or safety of persons on the Demised Premises or on the Property under any law relating to pollution or the protection or regulation of human health, natural resources or the environment, including without limitation, the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, 42 U.S.C. Section 9601 et seq. If any lender or governmental agency shall ever require testing to ascertain whether or not there has been any release of Hazardous Materials, then the reasonable costs thereof shall be reimbursed by Tenant may operate its business according to prudent industry practices so long Landlord upon demand as additional charges if such requirement applies to the use or Demised Premises. In addition, Tenant shall execute affidavits, representations and the like from time to time at Landlord's request concerning Tenant's best knowledge and belief regarding the presence of Hazardous Materials is strictly and properly monitored by Tenant according to on the Demised Premises. In all then applicable Environmental Laws. As a material inducement to Landlord to allow Tenant to use Hazardous Materials in connection with its businessevents, Tenant agrees shall indemnify, defend and hold harmless Landlord, with counsel reasonably acceptable to deliver to Landlord prior to the Commencement Date Landlord, from any loss, cost, damage or expense, including attorneys' fees reasonably incurred, arising or in any way resulting from a list identifying each type release of Hazardous Materials to be brought upon, kept, used, stored, handled, treated, generated onon the Demised Premises occurring while Tenant (or any assignee or sublessee of Tenant) is in possession, or released elsewhere if caused by Tenant or disposed persons acting under Tenant, provided however that Tenant shall not be responsible for any release of fromHazardous Materials existing at the Property as of the Lease Execution Date, or for liability for Hazardous Materials migrating onto the Premises Property solely as a result of a release occurring outside of the Property and setting forth not resulting from any negligence or willful misconduct of Tenant, its employees, contractors or agents. Tenant acknowledges having received certain environmental reports from Landlord with respect to the Property as prepared by ▇▇▇▇▇ and all governmental approvals ▇▇▇▇▇▇, Inc., dated October 20, 2000 (Phase I Site Assessment ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇), and Ram Environmental, dated October 20, 2000 (Limited Subsurface Investigation Report, Former Data General Property, ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇); to the best of Landlord's knowledge, except as disclosed in such environmental reports, there exist no Hazardous Materials, in on or permits required in connection with under the presenceProperty. Landlord makes no representation or warranties concerning the accuracy or completeness of the environmental reports delivered to Tenant, useexcept that Landlord represents to Tenant that the reports as delivered to Tenant are complete and true copies of the documents as received by Landlord. Tenant may have the environmental reports delivered by Landlord updated at its sole cost and expense; otherwise said reports are conclusive evidence of the condition of the Property as of the Commencement Date, storage, handling, treatment, generation, release absent manifest error. Tenant shall not conduct any environmental testing or disposal investigation of the Property without the Landlord's prior written approval (which shall not be unreasonably withheld or delayed) as to the identity of the company who shall perform such testing or investigation and the proposed scope of such Hazardous Materials testing and investigation. In the event the need arises to notify under applicable laws any federal, state or local public agencies of any environmental conditions at the Property as a result of Tenant's activities on or from the Premises ("Hazardous Materials List"). Upon request of LandlordProperty, Tenant shall deliver immediately notify Landlord and agrees that Landlord not Tenant or Tenant's employees, agents, contractors, subcontractors, consultants or other representatives, shall make such disclosure as Landlord deems appropriate, unless such disclosure is required by law to Landlord an updated Hazardous Materials List within thirty (30) days following Landlord’s request. be made by Tenant or Tenant's employees, agents, contractors, subcontractors, consultants or other representatives, in which instance Tenant or such employee, agent, contractor, subcontractor, consultant or other representative may make such disclosure and Tenant shall deliver to Landlord true and correct copies of the permits, approvals, reports and correspondence, and storage and management plans relating to the use, storage, handling, treatment, generation, release or disposal of Hazardous Materials by Tenant at the Premises. At any time following Tenant's receipt of a request from Landlord, Tenant shall promptly complete a "hazardous materials questionnaire" using the form then-provided by as soon as possible notify Landlord. At least three (3) months prior to the surrender of the Premises, Tenant The within covenants shall deliver to Landlord a narrative description of the actions proposed (or required by any governmental authority) to be taken by Tenant in order to surrender the Premises (including any Alterations permitted by Landlord to remain in the Premises, the Improvements and Laboratory Reusable Installations) at survive the expiration or earlier termination of the Term, free from any residual impact from the Tenant’s use Term of Hazardous Materials and otherwise released for unrestricted use and occupancy consistent with Tenant’s obligations under Section 5.5(e) below (the "Surrender Plan"). Tenant’s Surrender Plan shall state that, (a) (i) all laboratory space, including floors, walls, ceilings, counters, piping, supply lines, waste lines and plumbing in or serving the Premises and all exhaust or other ductwork in or serving the Premises, and (ii) any applicable systems shared by laboratory space, including without limitation exhaust or other ductwork, in or serving the Premises have been de-commissioned to the extent required by, and in accordance with, applicable Laws and in accordance with best industry practice; (b) the interior surfaces of the Premises (including floors, walls, ceilings, and counters), piping, supply lines, waste lines and plumbing, and all such ACTIVE/91437610.6this Lease.

Hazardous Materials. (a) Landlord acknowledges that it is not the intent 2.15.1 Private Entity shall follow all Environmental Protection Agency, Virginia Department of this Section 5.5 to prohibit Tenant from using the Premises for the Permitted Use. Tenant may operate its business according to prudent industry practices so long Environmental Quality and other applicable governmental regulations and guidelines, as the use or presence of Hazardous Materials is strictly and properly monitored by Tenant according to all then applicable Environmental Laws. As a material inducement to Landlord to allow Tenant to use Hazardous Materials in connection with its business, Tenant agrees to deliver to Landlord prior to the Commencement Date a list identifying each type of Hazardous Materials to be brought upon, kept, used, stored, handled, treated, generated on, or released or disposed of from, the Premises and setting forth any and all governmental approvals or permits required in connection with the presencelabeling, use, storage, handlingremediation, treatment, generation, release or and/or disposal of such Hazardous Materials. 2.15.2 Except for those Hazardous Materials on identified in the Documents or from which should have been identified as a result of Private Entity’s Preliminary Evaluation (collectively, “Known Materials”), Private Entity shall not be obligated to commence or continue Work until any Hazardous Material discovered at the Premises ("Worksite has been removed, rendered, or determined to be harmless by Owner as certified by an independent testing laboratory and approved by the appropriate governmental agency. 2.15.3 If, after commencing the Work, Hazardous Materials List")other than Known Materials are discovered at the Project, Private Entity shall be entitled to immediately stop Work in the affected area. Upon request of LandlordPrivate Entity shall promptly report the condition to Owner and, Tenant if required, the governmental agency with jurisdiction. 2.15.4 Private Entity shall deliver not resume nor be required to Landlord an updated continue any Work affected by any Hazardous Material other than Known Materials List within thirty (30) days following Landlord’s request. Tenant shall deliver to Landlord true without written mutual agreement between the Parties after unknown Hazardous Material has been removed or rendered harmless and correct copies only after approval, if necessary, of the permitsgovernmental agency with jurisdiction. 2.15.5 Owner shall be responsible for retaining an independent testing laboratory to determine the nature of the material encountered and whether it is a Hazardous Material requiring corrective measures or remedial action. Such measures shall be the sole responsibility of Owner and shall be performed in a manner minimizing any adverse effect upon the Work. 2.15.6 If Private Entity incurs additional costs or is delayed due to the presence or remediation of Hazardous Material other than Known Materials discovered at the Worksite, approvalsPrivate Entity shall be entitled to an equitable adjustment in the GMP, reports compensation for Design Phase services, Private Entity’s Fee, or the Date of Substantial Completion or the Date of Final Completion. 2.15.7 Private Entity shall defend, indemnify and correspondencehold harmless, Owner and all Owner’s successors, employees, officers, the City Council, School Board members, representatives, and storage agents from all liability, claims and management plans relating actions, including, but not limited to, any demands, fines, remediations, or penalties asserted by any governmental entity, arising from or related to the usePrivate Entity’s treatment, storage, disposal, handling, treatmentspillage, generationleakage, release disturbance or disposal of Hazardous Materials by Tenant at the Premises. At any time following Tenant's receipt of a request from Landlord, Tenant shall promptly complete a "hazardous materials questionnaire" using the form then-provided by Landlord. At least three (3) months prior to the surrender of the Premises, Tenant shall deliver to Landlord a narrative description of the actions proposed (or required by any governmental authority) to be taken by Tenant in order to surrender the Premises (including any Alterations permitted by Landlord to remain in the Premises, the Improvements and Laboratory Reusable Installations) at the expiration or earlier termination of the Term, free from any residual impact from the Tenant’s use of Hazardous Materials and otherwise released for unrestricted use and occupancy consistent with Tenant’s obligations under Section 5.5(e) below (on the "Surrender Plan"). Tenant’s Surrender Plan shall state thatProject, (a) (i) all laboratory space, including floors, walls, ceilings, counters, piping, supply lines, waste lines and plumbing in or serving the Premises and all exhaust or other ductwork in or serving the Premises, and (ii) any applicable systems shared by laboratory space, including without limitation exhaust or other ductwork, in or serving the Premises have been de-commissioned except to the extent such release or disturbance is due to the negligence of the Owner. 2.15.8 MATERIALS BROUGHT TO THE SITE. 2.15.8.1 Safety Data Sheets (“SDS”) as required byby Law and pertaining to materials or substances used or consumed in the performance of the Work, whether obtained by Private Entity, Subcontractors, Owner, or Other Contractors, shall be maintained at the Project by Private Entity and made available to Owner and Subcontractors. 2.15.8.2 Private Entity shall be responsible for the proper handling, application, storage, removal, and in accordance with, applicable Laws and in accordance with best industry practice; (b) disposal of all materials brought to the interior surfaces Worksite by Private Entity. Costs to repair or replace materials damaged due to the Private Entity’s failure to properly store materials shall not be reimbursable Costs of the Premises (including floorsWork. 2.15.8.3 To the extent caused by the negligent or intentionally wrongful acts or omissions of Private Entity, wallsits agents, ceilingsofficers, directors, and counters)employees, pipingPrivate Entity shall indemnify and hold harmless Owner, supply linesits agents, waste lines and plumbingofficers, directors, and employees, from and against any and all such ACTIVE/91437610.6claims, damages, losses, costs, and expenses, including but not limited to attorneys’ fees, costs, and expenses incurred in connection with any dispute resolution procedure, arising out of or relating to the delivery, handling, application, storage, removal, and disposal of materials and substances brought to the Worksite by Private Entity. 2.15.9 The provisions of this Section 2.15 shall survive the completion of the Work or Agreement termination.

Hazardous Materials. (aA) Landlord acknowledges that it is not the intent of this Section 5.5 to prohibit Tenant from using No Hazardous Materials, as defined herein, shall be Handled, as also defined herein, upon, about, above or beneath the Premises or any portion of the Building by or on behalf of Tenant, its subtenants or its assignees, or their respective contractors, clients, officers, directors, employees, agents, or invitees. Any such Hazardous Materials so Handled shall be known as Tenant’s Hazardous Materials. Notwithstanding the foregoing, normal quantities of Tenant’s Hazardous Materials customarily used in the conduct of general administrative and executive office activities (e.g., copier fluids and cleaning supplies) may be Handled at the Premises without Landlord’s prior written consent. Tenant’s Hazardous Materials shall be Handled at all times in compliance with the manufacturer’s instructions therefore and all applicable Environmental Laws, as defined herein. (B) Notwithstanding the obligation of Tenant to indemnify Landlord pursuant to this Lease, Tenant shall, at its sole cost and expense, promptly take all actions required by any Regulatory Authority, as defined herein, or necessary for Landlord to make full economic use of the Permitted UsePremises or any portion of the Building, which requirements or necessity arises from the Handling of Tenant’s Hazardous Materials upon, about, above or beneath the Premises or any portion of the Building. Such actions shall include, but not be limited to, the investigation of the environmental condition of the Premises or any portion of the Building, the preparation of any feasibility studies or reports and the performance of any cleanup, remedial, removal or restoration work. Tenant may operate its business according shall take all actions necessary to prudent industry practices restore the Premises or any portion of the Building to the condition existing prior to the introduction of Tenant’s Hazardous Materials, notwithstanding any less stringent standards or remediation allowable under applicable Environmental Laws. Tenant shall nevertheless obtain Landlord’s written approval prior to undertaking any actions required by this Section, which approval shall not be unreasonably withheld so long as such actions would not potentially have a material adverse long-term or short-term effect on the use Premises or any portion of the Building. (C) Tenant agrees to execute affidavits, representations, and the like from time to time at Landlord’s request stating Tenant’s best knowledge and belief regarding the presence of Hazardous Materials is strictly and properly monitored by Tenant according to all then applicable Environmental Laws. As a material inducement to Landlord to allow Tenant to use Hazardous Materials in connection with its business, Tenant agrees to deliver to Landlord prior to the Commencement Date a list identifying each type of Hazardous Materials to be brought upon, kept, used, stored, handled, treated, generated on, or released or disposed of from, the Premises and setting forth any and all governmental approvals or permits required in connection with the presence, use, storage, handling, treatment, generation, release or disposal of such Hazardous Materials on or from the Premises ("Hazardous Materials List"). Upon request of Landlord, Tenant shall deliver to Landlord an updated Hazardous Materials List within thirty (30) days following Landlord’s request. Tenant shall deliver to Landlord true and correct copies of the permits, approvals, reports and correspondence, and storage and management plans relating to the use, storage, handling, treatment, generation, release or disposal of Hazardous Materials by Tenant at the Premises. At any time following Tenant's receipt of a request from Landlord, Tenant shall promptly complete a "hazardous materials questionnaire" using the form then-provided by Landlord. At least three (3) months prior to the surrender of the Premises, Tenant shall deliver to Landlord a narrative description of the actions proposed (or required by any governmental authority) to be taken by Tenant in order to surrender the Premises (including any Alterations permitted by Landlord to remain in the Premises, the Improvements and Laboratory Reusable Installations) at the expiration or earlier termination of the Term, free from any residual impact from the Tenant’s use of Hazardous Materials and otherwise released for unrestricted use and occupancy consistent with Tenant’s obligations under Section 5.5(e) below (the "Surrender Plan"). Tenant’s Surrender Plan shall state that, (a) (i) all laboratory space, including floors, walls, ceilings, counters, piping, supply lines, waste lines and plumbing in or serving the Premises and all exhaust or other ductwork in or serving the Premises, and (ii) any applicable systems shared by laboratory space, including without limitation exhaust or other ductwork, in or serving the Premises have been de-commissioned to the extent required by, and in accordance with, applicable Laws and in accordance with best industry practice; (b) the interior surfaces of the Premises (including floors, walls, ceilings, and counters), piping, supply lines, waste lines and plumbing, and all such ACTIVE/91437610.6.

Hazardous Materials. (a) 16.01 Landlord acknowledges that it is not the intent of this Section 5.5 warrants and represents to prohibit Tenant from using the Premises for the Permitted Use. Tenant may operate its business according to prudent industry practices so long as the use or presence of Hazardous Materials is strictly and properly monitored by Tenant according to all then applicable Environmental Laws. As a material inducement to Landlord to allow Tenant to use Hazardous Materials in connection with its businessTenant, Tenant agrees to deliver to Landlord prior that, to the Commencement Date a list identifying each type best of Hazardous Materials to be brought upon, kept, used, stored, handled, treated, generated on, or released or disposed of fromLandlord’s knowledge and after reasonable inquiry, the Premises and setting Landlord’s Improvements will be in compliance with all applicable environmental laws, rules, requirements, orders, directives, ordinances and regulations of the United States of America or any state, city or municipal government or lawful authority having jurisdiction or affecting the Premises (collectively “Environmental Laws”) and that none of the insulation materials or any other materials within the Premises are or contain asbestos, or any other known Regulated Material as defined below. Except as set forth in Sections 16.03 and 16.05, Landlord shall, at its expense, take all action necessary to ensure that the Facility complies with all Environmental Laws and that the Facility is, and remains at all times, safe for use and occupancy. 16.02 Except as set forth in Sections 16.03 and 16.05, Landlord shall defend, indemnify and save Tenant, its officers, directors, agents and employees, harmless from and against all claims, obligations, demands, actions, proceedings and judgments, loss, damage, liability and expense (including reasonable attorneys’ fees and expenses) which any and all governmental approvals one or permits required more of them may sustain in connection with any non-compliance with any environmental condition affecting the presence, use, storage, handling, treatment, generation, release Facility resulting from violation of environmental laws which are not caused by or disposal resulting from Tenant’s use and occupancy of such Hazardous Materials on or from the Premises ("Hazardous Materials List")or Facility. Upon request of This indemnity shall not apply to Landlord’s Mortgagee, successors-in-interest to Mortgagee or anyone acquiring the Premises through Landlord’s Mortgagee. 16.03 Tenant shall deliver to Landlord an updated Hazardous Materials List within thirty (30) days following Landlordat Tenant’s request. Tenant shall deliver to Landlord true own cost and correct copies of the permitsexpense, approvalstimely comply with all applicable, reports rules, requirements, orders, directives, ordinances and correspondence, regulations arising from Tenant’s use and storage and management plans relating to the use, storage, handling, treatment, generation, release or disposal of Hazardous Materials by Tenant at the Premises. At any time following Tenant's receipt of a request from Landlord, Tenant shall promptly complete a "hazardous materials questionnaire" using the form then-provided by Landlord. At least three (3) months prior to the surrender occupancy of the Premises, Tenant including but not limited to the Environmental Laws, and shall deliver to Landlord a narrative description indemnify, defend, save and hold harmless Landlord, its directors, officers, agents and employees from and against any and all claims, demands, losses and liabilities (including reasonable attorneys’ fees) resulting from any violation of the actions proposed (Environmental Laws when caused by or required by any governmental authority) to be taken by Tenant in order to surrender the Premises (including any Alterations permitted by Landlord to remain in results from Tenant’s use and occupancy of the Premises, the Improvements and Laboratory Reusable Installations) at . 16.04 The provisions of this Article 16 shall survive the expiration or earlier termination of this Lease. A. The following terms and conditions regarding environmental matters and the TermPremises are included in this Lease: (1) For the purpose of this Lease, free from any residual impact from the phrase “Regulated Materials” shall include, but shall not be limited to, those materials or substances defined as “hazardous substances”, “hazardous materials”, “hazardous waste”, “toxic substances”, “toxic pollutant” or other similar designations under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, 42 U.S.C. 9601, et seq., the Resource Conservation and Recovery Act, as amended, 42 U.S.C. 6901, et seq., the Hazardous Materials Transportation Act, 49 U.S.C. 1801, et seq., or regulations promulgated pursuant thereto (herein “Environmental Laws”). “Tenant’s use of Hazardous Materials and otherwise released for unrestricted use and occupancy consistent with Tenant’s obligations under Section 5.5(e) below (the "Surrender Plan"). Tenant’s Surrender Plan Regulated Materials” shall state thatmean those Regulated Materials, (a) (i) all laboratory spacebrought onto, including floorscreated, wallsstored at, ceilingshandled, counters, piping, supply lines, waste lines and plumbing in or serving generated at the Premises and all exhaust by or on behalf of Tenant, its agents, employees, contractors (other than Landlord), subtenants, assignees, suppliers or other ductwork in invitees. “Landlord’s Regulated Materials” shall mean all other “Regulated Materials” including those brought onto, created, stored at, handled or serving generated at the PremisesPremises by Landlord, and (ii) any applicable systems shared by laboratory spaceits agents, including without limitation exhaust employees, contractors, subtenants, assignees, suppliers or other ductworkinvitees. Also the phrase “Governmental Agency or Agencies” means any federal, in state, local or serving the Premises have been deforeign government, political subdivision, court, agency or other entity, body, organization or group exercising any executive, legislative, judicial, quasi-commissioned to the extent required byjudicial, and in accordance with, applicable Laws and in accordance with best industry practice; (b) the interior surfaces regulatory or administrative function of the Premises (including floors, walls, ceilings, and counters), piping, supply lines, waste lines and plumbing, and all such ACTIVE/91437610.6government.

Hazardous Materials. Tenant shall not cause or permit any Hazardous Material (aas hereinafter defined) Landlord acknowledges that it is not the intent of this Section 5.5 to prohibit Tenant from using the Premises for the Permitted Use. Tenant may operate its business according to prudent industry practices so long as the use or presence of Hazardous Materials is strictly and properly monitored by Tenant according to all then applicable Environmental Laws. As a material inducement to Landlord to allow Tenant to use Hazardous Materials in connection with its business, Tenant agrees to deliver to Landlord prior to the Commencement Date a list identifying each type of Hazardous Materials to be brought upon, keptkept or used in or about the Premises by Tenant, usedits agents, storedemployees, handledcontractors or invitees, treatedwithout the prior written consent of Landlord, generated onwhich consent may be granted or withheld at ▇▇▇▇▇▇▇▇’s sole discretion. For the purpose of this Lease, “Hazardous Material” shall include oil, flammable explosives, asbestos, urea formaldehyde, radioactive materials or waste (with the exception of waste typically found in a dental practice), or released other hazardous, toxic, contaminated or disposed polluting materials, substances or wastes, including, without limitation, any “hazardous substances”, “hazardous wastes”, “hazardous materials” or “toxic substances” as such terms are defined in the Resource Conservation and Recovery Act and the Comprehensive Environment Response, Compensation and Liability Act, and in any other law, ordinance, rule, regulation or order promulgated by the federal or state government, or any other governmental entity having jurisdiction over The Falls Office Park or the parties to this Lease. If Tenant breaches the obligations set forth in this paragraph, or if the presence of fromHazardous Material in the Premises or at The Falls Office Park caused or permitted by Tenant (whether or not Landlord has given its consent to the presence of such Hazardous Material in the Premises) results in contamination of the Premises or any other part of The Falls Office Park, or if contamination of The Falls Office Park by Hazardous Material otherwise occurs for which Tenant is legally liable, the Premises Tenant shall indemnify, defend and setting forth hold Landlord harmless from any and all governmental approvals claims, judgments, damages, penalties, fines, costs, liabilities or permits required losses, including, without limitation, diminution in value of The Falls Office Park, damages for the loss or restriction on use of rentable space or floor in or of any amenity of The Falls Office Park, damages arising from any adverse impact on leasing space in The Falls Office Park, sums paid in settlement of claims, and any attorney’s fees, consultant fees and expert fees which arise during or after the term of this Lease as a result of such contamination. This indemnification of Landlord by Tenant shall survive expiration or termination of this Lease and includes, without limitation, costs incurred in connection with the presenceany investigation of site conditions or any cleanup, useremedial, storageremoval or restoration work required by any federal, handlingstate or local government agency or political subdivision because of Hazardous Material present in, treatment, generation, release or disposal of such Hazardous Materials on or from the Premises ("Hazardous Materials List"). Upon request of Landlord, Tenant shall deliver to Landlord an updated Hazardous Materials List within thirty (30) days following Landlord’s request. Tenant shall deliver to Landlord true and correct copies of the permits, approvals, reports and correspondence, and storage and management plans relating to the use, storage, handling, treatment, generation, release or disposal of Hazardous Materials by Tenant at under the Premises. At Without limiting the foregoing, if the presence of any time following Tenant's receipt Hazardous Material caused or permitted by Tenant or its agents, employees, contractors or invitees, results in any contamination of a request from LandlordThe Falls Office Park, Tenant shall promptly complete a "hazardous materials questionnaire" using take all actions, at its sole expense, as are necessary to return The Falls Office Park to the form then-provided by Landlord. At least three (3) months condition existing prior to the surrender introduction of the Premisesany such Hazardous Material; provided that Landlord’s approval of such actions shall first be obtained, which approval shall not be unreasonably withheld so long as such actions would not potentially have any material adverse long-term or short-term effects on The Falls Office Park. Tenant shall deliver to promptly notify Landlord a narrative description of the actions proposed (or required by any governmental authority) to be taken by Tenant in order to surrender the Premises (including any Alterations permitted by Landlord to remain in the Premises, the Improvements and Laboratory Reusable Installations) at the expiration or earlier termination of the Term, free from any residual impact from the Tenant’s use of Hazardous Materials and otherwise released for unrestricted use and occupancy consistent with Tenant’s obligations under Section 5.5(e) below (the "Surrender Plan"). Tenant’s Surrender Plan shall state that, (a) (i) all laboratory space, including floors, walls, ceilings, counters, piping, supply lines, waste lines and plumbing in or serving the Premises and all exhaust or other ductwork in or serving the Premises, and (ii) any applicable systems shared by laboratory space, including without limitation exhaust or other ductwork, in or serving the Premises have been de-commissioned to the extent required by, and in accordance with, applicable Laws and in accordance with best industry practice; (b) the interior surfaces of the Premises (including floors, walls, ceilings, and counters), piping, supply lines, waste lines and plumbing, and all such ACTIVE/91437610.6contamination.

Hazardous Materials. (a) Landlord acknowledges that it is not Neither the intent Borrower nor any of this Section 5.5 its Subsidiaries has caused or permitted any Hazardous Material to prohibit Tenant from using be disposed of or otherwise released, to the Premises knowledge of the Borrower, either from, on or under any Property currently or formerly legally or beneficially owned or operated by, or otherwise used by, the Borrower or any of its Subsidiaries, in any manner which, individually or in the aggregate, has had or could reasonably be expected to have a Materially Adverse Effect. To the knowledge of the Borrower, no such Property has ever been used as a dump site or storage site for the Permitted Use. Tenant may operate its business according to prudent industry practices so long as the use or presence of any Hazardous Materials is strictly and properly monitored by Tenant according or otherwise contains or contained Hazardous Materials, the effect of any of which, individually or in the aggregate, has had or could reasonably be expected to all then applicable Environmental Lawshave a Materially Adverse Effect. As a material inducement to Landlord to allow Tenant to use Hazardous Materials The failure, if any, of the Borrower or of any of its Subsidiaries, in connection with its businesscurrent and former Properties or its businesses, Tenant agrees to deliver be in compliance with any Environmental Law or to Landlord prior obtain any permit, certificate, license, approval or other authorization under any Environmental Law has not had, and could not reasonably be expected to have, a Materially Adverse Effect. Neither the Borrower nor any of its Subsidiaries has entered into, has agreed to or is subject to any judgment, decree or order or other similar requirement of any Governmental Authority under any Environmental Law, including relating to compliance or to investigation, cleanup, remediation or removal of Hazardous Materials, the effect of any of which, individually or in the aggregate, has had or could reasonably be expected to have a Materially Adverse Effect. Neither the Borrower nor any of its Subsidiaries has contractually assumed any material liabilities or obligations under any Environmental Law which, individually or in the aggregate, have had or could reasonably be expected to have a Materially Adverse Effect. There are no facts or circumstances known to the Commencement Date a list identifying each type of Borrower that could give rise to material liabilities with respect to Hazardous Materials to be brought uponor any Environmental Law which, kept, used, stored, handled, treated, generated on, individually or released or disposed of from, the Premises and setting forth any and all governmental approvals or permits required in connection with the presence, use, storage, handling, treatment, generation, release or disposal of such Hazardous Materials on or from the Premises ("Hazardous Materials List"). Upon request of Landlord, Tenant shall deliver to Landlord an updated Hazardous Materials List within thirty (30) days following Landlord’s request. Tenant shall deliver to Landlord true and correct copies of the permits, approvals, reports and correspondence, and storage and management plans relating to the use, storage, handling, treatment, generation, release or disposal of Hazardous Materials by Tenant at the Premises. At any time following Tenant's receipt of a request from Landlord, Tenant shall promptly complete a "hazardous materials questionnaire" using the form then-provided by Landlord. At least three (3) months prior to the surrender of the Premises, Tenant shall deliver to Landlord a narrative description of the actions proposed (or required by any governmental authority) to be taken by Tenant in order to surrender the Premises (including any Alterations permitted by Landlord to remain in the Premisesaggregate, the Improvements and Laboratory Reusable Installations) at the expiration have had or earlier termination of the Term, free from any residual impact from the Tenant’s use of Hazardous Materials and otherwise released for unrestricted use and occupancy consistent with Tenant’s obligations under Section 5.5(e) below (the "Surrender Plan"). Tenant’s Surrender Plan shall state that, (a) (i) all laboratory space, including floors, walls, ceilings, counters, piping, supply lines, waste lines and plumbing in or serving the Premises and all exhaust or other ductwork in or serving the Premises, and (ii) any applicable systems shared by laboratory space, including without limitation exhaust or other ductwork, in or serving the Premises could reasonably be expected to have been de-commissioned to the extent required by, and in accordance with, applicable Laws and in accordance with best industry practice; (b) the interior surfaces of the Premises (including floors, walls, ceilings, and counters), piping, supply lines, waste lines and plumbing, and all such ACTIVE/91437610.6a Materially Adverse Effect.

Hazardous Materials. For purposes of this Lease, "Hazardous Material" means any pollutant or contaminant or hazardous, dangerous or toxic chemicals, materials, or substances within the meaning of any applicable federal, state, or local law, regulation, ordinance, or requirement (aincluding consent decrees and administrative orders) relating to or imposing liability or standards of conduct concerning any hazardous, toxic or dangerous waste substance or material, all as amended or hereafter amended. Hazardous Material shall also include, without limitation, crude oil or any fraction thereof, any radioactive material, asbestos in any form or condition, radon, polychlorinated biphenyls ("PCBs") or substances or compounds containing PCBs, medical waste and noxious chemicals used in any construction on the Premises. Tenant agrees not to keep in or on the Premises any inflammable, combustible or explosive substance nor any substance which would create or tend to create a dangerous or combustible condition (other than cleaning products and other substances of the sort and in quantities customarily kept in similar operations provided same are kept and used in accordance with applicable laws). Tenant agrees not to cause or allow the presence, storage, use, maintenance or removal of Hazardous Materials in or about the Premises without Landlord's prior written consent. If Tenant's business requires use or possession of Hazardous Materials, Tenant must advise Landlord acknowledges that and obtain Landlord's written consent before bringing any Hazardous Materials onto or creating such condition on or within the Premises. If Tenant uses or maintains Hazardous Materials on or in the Premises, Tenant agrees to handle, store, transport and dispose of all Hazardous Materials at Tenant's sole cost and expense in accordance with all then-existing local, state and federal rules and laws. Provided it is not lawful to do so, Tenant agrees to enter into a contracts) with a company certified to handle the intent Hazardous Materials for the transport and disposal of this Section 5.5 all Hazardous Materials from the Premises. A copy of all such contracts and all renewals must be provided to prohibit Landlord. Landlord may, at Landlord's sole option, now or in the future, obtain a report from an environmental consultant of Landlord's choice as to whether Tenant from has been or is currently using any part of the Premises for the Permitted Use. Tenant may operate its business according to prudent industry practices so long as the use improper use, handling, storage, transportation or presence disposal of Hazardous Materials is strictly and properly monitored by Tenant according to all then applicable Environmental LawsMaterials. As a material inducement to Landlord to allow Tenant to use If any such report indicates such improper use, handling, storage, transportation or disposal of Hazardous Materials in connection with its businessMaterials, Tenant agrees to deliver to immediately reimburse Landlord prior for the cost of obtaining the environmental report, and, in addition, Landlord may require that all violations of the law with respect to the Commencement Date a list identifying each type of Hazardous Materials be corrected and/or that Tenant obtains all necessary environmental permits and approvals. If Tenant fails to be brought uponcorrect any such violations) of law and/or fails to obtain such necessary permits within a reasonable time after demand from Landlord, kept, used, stored, handled, treated, generated on, or released or disposed of from, then Landlord may declare this Lease in default and/or may cause the Premises and setting forth any surrounding areas to be freed from the Hazardous Materials at Tenant's sole cost and expense which Tenant agrees to pay on demand from Landlord as additional rent. Tenant hereby agrees to indemnify, defend, save and keep Landlord, and Landlord's officers, employees, partners, successors and assigns, harmless from any and all governmental approvals liabilities, obligations, charges, losses, damages, penalties, claims, actions and expenses, including without limitation, engineers' and professional fees, soil tests and chemical analysis, court costs and legal fees and expenses through all trial, appellate and administrative levels, imposed on, incurred by or permits required asserted against Landlord, in any way relating to, arising out of, or in connection with the presenceuse, usehandling, storage, handling, treatment, generation, release transportation or disposal of such the Hazardous Materials on or from the Premises ("Hazardous Materials List")and/or the Project. Upon request of Landlord, Tenant The foregoing indemnification shall deliver to Landlord an updated Hazardous Materials List within thirty (30) days following Landlord’s request. Tenant shall deliver to Landlord true and correct copies of the permits, approvals, reports and correspondence, and storage and management plans relating to the use, storage, handling, treatment, generation, release survive any assignment or disposal of Hazardous Materials by Tenant at the Premises. At any time following Tenant's receipt of a request from Landlord, Tenant shall promptly complete a "hazardous materials questionnaire" using the form then-provided by Landlord. At least three (3) months prior to the surrender of the Premises, Tenant shall deliver to Landlord a narrative description of the actions proposed (or required by any governmental authority) to be taken by Tenant in order to surrender the Premises (including any Alterations permitted by Landlord to remain in the Premises, the Improvements and Laboratory Reusable Installations) at the expiration or earlier termination of the Term, free from any residual impact from the Tenant’s use of Hazardous Materials and otherwise released for unrestricted use and occupancy consistent with Tenant’s obligations under Section 5.5(e) below (the "Surrender Plan"). Tenant’s Surrender Plan shall state that, (a) (i) all laboratory space, including floors, walls, ceilings, counters, piping, supply lines, waste lines and plumbing in or serving the Premises and all exhaust or other ductwork in or serving the Premises, and (ii) any applicable systems shared by laboratory space, including without limitation exhaust or other ductwork, in or serving the Premises have been de-commissioned to the extent required by, and in accordance with, applicable Laws and in accordance with best industry practice; (b) the interior surfaces of the Premises (including floors, walls, ceilings, and counters), piping, supply lines, waste lines and plumbing, and all such ACTIVE/91437610.6this Lease.

Hazardous Materials. (a) No Hazardous Materials (as hereinafter defined) shall be Handled (as hereinafter defined) upon, about, above or beneath the Building or any portion of the Building by or on behalf of Tenant, its subtenants or its assignees, or their respective contractors, clients, officers, directors, employees, agents, or invitees. Any such Hazardous Materials so Handled shall be known as “Tenant’s Hazardous Materials”. Notwithstanding the foregoing, normal quantities of Tenant’s Hazardous Materials customarily used in the conduct of general administrative and executive office activities (e.g., copier fluids and cleaning supplies) may be Handled at the Building without Landlord’s prior written consent. Tenant’s Hazardous Materials shall be Handled at all times in compliance with the applicable manufacturer’s instructions and all applicable Environmental Laws (as hereinafter defined). (b) Notwithstanding the obligation of Tenant to indemnify Landlord acknowledges that it is pursuant to this Lease, Tenant shall, at its sole cost and expense, promptly take all actions required by any Regulatory Authority (as defined herein), or necessary for Landlord to make full economic use of the Building or any portion of the Building, which requirements or necessity arises from the Handling of Tenant’s Hazardous Materials upon, about, above or beneath the Building or any portion of the Building. Such actions shall include, but not be limited to, the intent investigation of this Section 5.5 to prohibit Tenant from using the Premises for environmental condition of the Permitted UseBuilding or any portion of the Building, the preparation of any feasibility studies or reports and the performance of any cleanup, remedial, removal or restoration work. Tenant may operate its business according shall take all actions necessary to prudent industry practices restore the Building or any portion of the Building to the condition existing prior to the introduction of Tenant’s Hazardous Materials, notwithstanding any less stringent standards or remediation allowable under applicable Environmental Laws. Tenant shall nevertheless obtain Landlord’s written approval prior to undertaking any actions required by this Section, which approval shall not be unreasonably withheld so long as such actions would not potentially have a material adverse long-term or short- term effect on the use Building or any portion of the Building. Notwithstanding the foregoing prohibition against the location of Tenant’s Hazardous Materials upon, about, above or beneath the Building or other portions of the Building, if Tenant causes any Tenant’s Hazardous Materials to be located upon, about, above or beneath the Building or any other portion of the Building, Tenant at its sole cost and expense will obtain insurance or other means of financial capability satisfactory to Landlord to assure compliance with the indemnity and other obligations of Tenant related to Tenant’s Hazardous Materials set forth in this Lease. Such insurance or other means of financial capability shall be on such forms, in such amounts, with such persons as from time to time required by Landlord, and otherwise satisfactory to Landlord. (c) ▇▇▇▇▇▇ agrees to execute affidavits, representations, and the like from time to time at ▇▇▇▇▇▇▇▇’s request stating ▇▇▇▇▇▇’s best knowledge and belief regarding the presence of Hazardous Materials is strictly and properly monitored by Tenant according to all then applicable Environmental Laws. As a material inducement to Landlord to allow Tenant to use Hazardous Materials in connection with its business, Tenant agrees to deliver to Landlord prior to on the Commencement Date a list identifying each type of Hazardous Materials to be brought upon, kept, used, stored, handled, treated, generated on, or released or disposed of from, the Premises and setting forth any and all governmental approvals or permits required in connection with the presence, use, storage, handling, treatment, generation, release or disposal of such Hazardous Materials on or from the Premises ("Hazardous Materials List"). Upon request of Landlord, Tenant shall deliver to Landlord an updated Hazardous Materials List within thirty (30) days following Landlord’s requestBuilding. Tenant shall deliver to promptly provide Landlord true and correct copies of the permits, approvals, reports and correspondence, and storage and management plans with any notices relating to the use, storage, handling, treatment, generation, release or disposal of ▇▇▇▇▇▇’s Hazardous Materials by which Tenant at the Premises. At any time following Tenant's receipt of a request from Landlord, Tenant shall promptly complete a "hazardous materials questionnaire" using the form then-provided by Landlord. At least three (3) months prior is obligated to the surrender of the Premises, Tenant shall deliver to provide Landlord a narrative description of the actions proposed (or required by any governmental authority) to be taken by Tenant in order to surrender the Premises (including any Alterations permitted by Landlord to remain in the Premises, the Improvements and Laboratory Reusable Installations) at the expiration or earlier termination of the Term, free from any residual impact from the Tenant’s use of Hazardous Materials and otherwise released for unrestricted use and occupancy consistent with Tenant’s obligations under Section 5.5(e) below (the "Surrender Plan"). Tenant’s Surrender Plan shall state that, (a) (i) all laboratory space, including floors, walls, ceilings, counters, piping, supply lines, waste lines and plumbing in or serving the Premises and all exhaust or other ductwork in or serving the Premises, and (ii) any applicable systems shared by laboratory space, including without limitation exhaust or other ductwork, in or serving the Premises have been de-commissioned to the extent required by, and in accordance with, applicable Laws and in accordance with best industry practice; (b) the interior surfaces of the Premises (including floors, walls, ceilings, and counters), piping, supply lines, waste lines and plumbing, and all such ACTIVE/91437610.6Environmental Laws.

Hazardous Materials. (a) Landlord acknowledges that it is Tenant agrees not to cause or permit any hazardous material to be discharged or brought upon, kept or used in or about the intent demised premises or building or the land on which the demised premises are located, by Tenant or Tenant's employees, agents, contractors or invitees. As used herein, the term "hazardous material" shall mean any hazardous or toxic substance, material or waste, including but not limited to, those substances, materials or wastes now or hereinafter listed in the United States Department of this Section 5.5 to prohibit Tenant from using the Premises for the Permitted Use. Tenant may operate its business according to prudent industry practices so long as the use or presence of Transportation Hazardous Materials is strictly and properly monitored Table or by the Environmental Protection Agency as hazardous substances, or such substances, materials or wastes that are now or may become under any applicable federal, state or local law. If Tenant according to all then applicable Environmental Laws. As a permits any hazardous material inducement to Landlord to allow Tenant to use Hazardous Materials in connection with its business, Tenant agrees to deliver to Landlord prior to the Commencement Date a list identifying each type of Hazardous Materials to be brought upon, kept, used, stored, handled, treated, generated on, kept or released used in or disposed of fromabout the demised premises, the Premises building or the land on which the building is located that the demised premises are a part, that results in contamination of the demised premises or the building or the land on which the building is located that the demised premises are a part, then the Tenant shall indemnify, defend and setting forth hold Landlord harmless from any and all governmental approvals claims, judgements, penalties, or permits required losses, including but not limited to, damages or diminution in value of the demised premises, the building or the land on which the building is located that the demised premises are a part. This indemnification of Landlord by Tenant includes but is not limited to costs incurred in connection with any investigation of site conditions or clean-up, remedial removal or restoration work required by any federal, state or local governmental agency or political subdivision because of hazardous materials present in the presencedemised premises, usethe building or the land on which the building is located that the demised premises are a part, or the soil thereon or ground water thereunder. Any failure by Tenant to promptly take all actions at the request of Landlord or any governmental authority to cease the storage, handlinguse or discharge of hazardous materials shall constitute a default under the terms of this Lease. Notwithstanding the foregoing to the contrary, treatment, generation, release or disposal Landlord agrees that Tenant may at any time store and use up to ten (10) gallons of such Hazardous Materials on or from the Premises ("Hazardous Materials List"). Upon request of Landlord, Tenant shall deliver to Landlord an updated Hazardous Materials List within thirty (30) days following Landlord’s requestisopropyl alcohol in connection with Tenant's operations. Tenant shall deliver to Landlord true remain obligated for any liability associated therewith and correct copies of shall use the permits, approvals, reports same in a careful and correspondence, and storage and management plans relating to the use, storage, handling, treatment, generation, release or disposal of Hazardous Materials by Tenant at the Premises. At any time following Tenant's receipt of a request from Landlord, Tenant shall promptly complete a "hazardous materials questionnaire" using the form then-provided by Landlord. At least three (3) months prior to the surrender of the Premises, Tenant shall deliver to Landlord a narrative description of the actions proposed (or required by any governmental authority) to be taken by Tenant in order to surrender the Premises (including any Alterations permitted by Landlord to remain in the Premises, the Improvements and Laboratory Reusable Installations) at the expiration or earlier termination of the Term, free from any residual impact from the Tenant’s use of Hazardous Materials and otherwise released for unrestricted use and occupancy consistent with Tenant’s obligations under Section 5.5(e) below (the "Surrender Plan"). Tenant’s Surrender Plan shall state that, (a) (i) all laboratory space, including floors, walls, ceilings, counters, piping, supply lines, waste lines and plumbing in or serving the Premises and all exhaust or other ductwork in or serving the Premises, and (ii) any applicable systems shared by laboratory space, including without limitation exhaust or other ductwork, in or serving the Premises have been de-commissioned to the extent required by, and in accordance with, applicable Laws and in accordance with best industry practice; (b) the interior surfaces of the Premises (including floors, walls, ceilings, and counters), piping, supply lines, waste lines and plumbing, and all such ACTIVE/91437610.6cautious manner.

Hazardous Materials. Tenant shall not (aeither with or without negligence) Landlord acknowledges that it cause or permit the escape, disposal, release or threat of release of any biologically or chemically active or other Hazardous Materials (as said term is not hereafter defined) on, in, upon or under the intent of this Section 5.5 to prohibit Tenant from using Property or the Premises for the Permitted UsePremises. Tenant may operate its business according to prudent industry practices so long as shall not allow the use or presence of Hazardous Materials is strictly and properly monitored by Tenant according to all then applicable Environmental Laws. As a material inducement to Landlord to allow Tenant to use Hazardous Materials in connection with its business, Tenant agrees to deliver to Landlord prior to the Commencement Date a list identifying each type of Hazardous Materials to be brought upon, kept, used, stored, handled, treated, generated on, or released or disposed of from, the Premises and setting forth any and all governmental approvals or permits required in connection with the presence, usegeneration, storage, handling, treatment, generation, release use or disposal of such Hazardous Materials on in any manner not sanctioned by law or from by the highest standards prevailing in the industry for the generation, storage, use and disposal of such Hazardous Materials, nor allow to be brought into the Property any such Hazardous Materials except for use in the ordinary course of Tenant's business, and then only after written notice is given to Landlord of the identity of such Hazardous Materials. If any lender or governmental agency shall ever require testing to ascertain whether or not there has been any release of Hazardous Materials, then the reasonable costs thereof shall be reimbursed by Tenant to Landlord upon demand as additional charges but only if such requirement applies to the Premises ("Hazardous Materials List")or may be the result of the acts or omissions of Tenant. Upon request of LandlordIn addition, Tenant shall deliver execute affidavits, representations and the like, from time to Landlord an updated Hazardous Materials List within thirty (30) days following time, at Landlord’s request. Tenant shall deliver to Landlord true 's request concerning Tenant's best knowledge and correct copies of belief regarding the permits, approvals, reports and correspondence, and storage and management plans relating to the use, storage, handling, treatment, generation, release or disposal presence of Hazardous Materials by Tenant at on the Premises. At The Tenant shall, at its own expense, remove, clean up, remedy and dispose of (in compliance with all applicable laws, rules and regulations) all Hazardous Materials generated or released by the Tenant or its officers, directors, employees, contractors, servants, invitees, agents or any other person acting under Tenant during the Term of this Lease (or during such time following Tenant's receipt as the Tenant is in occupancy or possession of a request from Landlord, Tenant shall promptly complete a "hazardous materials questionnaire" using the form then-provided by Landlord. At least three (3) months prior to the surrender any part of the Premises, Tenant the Building or the Property) at or from the Premises, the Building or the Property in compliance with all Environmental Laws (as said term is hereafter defined) and further, shall deliver to Landlord a narrative description remove, clean up, remedy and dispose of the actions proposed (all Hazardous Materials located at, upon, under, within or required by any governmental authority) to be taken by Tenant in order to surrender the Premises (including any Alterations permitted by Landlord to remain in the Premises, the Improvements Building or the Property generated by or resulting from its operations, activities or processes during the term of this Lease (or such other periods of time as the Tenant may be in occupancy or in possession of the Premises or any portion of the Property or Building), in compliance with all Environmental Laws. In performing its obligations hereunder, the Tenant shall use best efforts to avoid interference with the use and Laboratory Reusable Installations) at enjoyment of the Building and the Property by other tenants and occupants thereof. The provisions hereof shall survive expiration or earlier termination of this Lease. Tenant hereby agrees to defend, indemnify and hold Landlord harmless from and against any and all loss, cost, damages, claim or expense (including legal fees) incurred by Landlord in connection with or arising out of or relating in any way to the Term, free from any residual impact from the Tenant’s use presence of Hazardous Materials and otherwise released for unrestricted use and occupancy consistent with Tenant’s obligations under Section 5.5(e) below (the "Surrender Plan"). Tenant’s Surrender Plan shall state that, (a) (i) all laboratory space, including floors, walls, ceilings, counters, piping, supply lines, waste lines and plumbing in or serving about the Premises, Building or Lot where the presence of Hazardous Materials is the result of the acts or omissions of Tenant or Tenant's agents, servants, employees or contractors. Landlord hereby agrees to defend, indemnify and hold Tenant harmless from and against any and all loss, cost, damages, claim or expense (including legal fees) incurred by Tenant in connection with or arising out of or relating in any way to the presence of Hazardous Materials in or about the Premises, Building or Lot unless such presence of Hazardous Materials is the result of the acts or omissions of Tenant or Tenant's agents, servants, employees or contractors. In addition to the requirements set forth above, the Tenant shall, within ten (10) days of receipt, provide to the Landlord copies of any inspection or other reports, correspondence, documentation, orders, citations, notices, directives, or suits from or by any governmental authority or insurer regarding non-compliance with or potential or actual violation of Environmental Laws. The Landlord hereby expressly reserves the right to enter the Premises and all exhaust or other ductwork in or serving the Premises, and (ii) any applicable systems shared by laboratory space, including without limitation exhaust or other ductwork, in or serving the Premises have been de-commissioned to the extent required by, and in accordance with, applicable Laws and in accordance with best industry practice; (b) the interior surfaces portions of the Premises (including floorsBuilding and the Property in order to perform inspections and testing of the air, walls, ceilings, soil and counters), piping, supply lines, waste lines and plumbing, and all such ACTIVE/91437610.6ground water for the presence or existence of Hazardous Materials.

Hazardous Materials. (a) Landlord acknowledges Lessor and Lessee acknowledge that Lessee is required to handle or otherwise deal with small amounts of Hazardous Materials within the demised premises in the course of its business. Lessee hereby specifically agrees that it will abide by all Environmental Laws and Regulations in the handling or otherwise dealing with such Hazardous Materials. In the event that the Lessee's activities with respect to the handling or otherwise dealing with such hazardous materials result in contamination of the demised premises, or the contamination of any other property whatsoever, then Lessee shall indemnify, defend and hold Lessor, harmless from (i) any and all claims or losses including, without limitation, all cleanup costs and expenses associated therewith and, (ii) diminution in value of the demised premises or any other premises and the restriction of use of rentable space or usable space or any amenity of the demised premises, and (iii) sums paid in settlement of claims, reasonable attorney fees, reasonable consultant fees and reasonable expert fees which arise during or after the Lease term as a result of such contamination provided Lessee has been notified of such claims at the time they are made and participated in the defense thereof. This indemnification by Lessee includes, without limitation, costs incurred in connection with any investigation of site conditions, or cleanup, remedial, removable or restoration work required by any federal, state, or local governmental agency or political subdivision because of hazardous material present in the soil or ground water or on or under the demised premises which is attributable to Lessee under this paragraph. Without limiting the foregoing, if the presence of any hazardous materials on the leased premises caused or permitted by Lessee or its agents, employees contractors, invitees, subtenants or assignees results in any contamination of the demised premises or any other premises, Lessee shall promptly take all actions, at its sole expense, as are necessary to return the demised premises or any other premises to the condition existing prior to the introduction of any such hazardous material; provided that Lessor's approval of such actions shall first be obtained which approval shall not the intent of this Section 5.5 to prohibit Tenant from using the Premises for the Permitted Use. Tenant may operate its business according to prudent industry practices be unreasonably withheld so long as such actions would not potentially have any material adverse long-term or short-term effect on the use demised premises or presence of Hazardous Materials is strictly and properly monitored by Tenant according to all then applicable Environmental Lawsthe other involved premises. As a material inducement to Landlord to allow Tenant to use Hazardous Materials in connection with its business, Tenant agrees to deliver to Landlord prior to the Commencement Date a list identifying each type of Hazardous Materials to be brought upon, kept, used, stored, handled, treated, generated on, or released or disposed of from, the Premises and setting forth any and all governmental approvals or permits required in connection with the presence, use, storage, handling, treatment, generation, release or disposal of such Hazardous Materials on or from the Premises ("Hazardous Materials List"). Upon request of Landlord, Tenant The foregoing indemnity shall deliver to Landlord an updated Hazardous Materials List within thirty (30) days following Landlord’s request. Tenant shall deliver to Landlord true and correct copies of the permits, approvals, reports and correspondence, and storage and management plans relating to the use, storage, handling, treatment, generation, release or disposal of Hazardous Materials by Tenant at the Premises. At any time following Tenant's receipt of a request from Landlord, Tenant shall promptly complete a "hazardous materials questionnaire" using the form then-provided by Landlord. At least three (3) months prior to the surrender of the Premises, Tenant shall deliver to Landlord a narrative description of the actions proposed (or required by any governmental authority) to be taken by Tenant in order to surrender the Premises (including any Alterations permitted by Landlord to remain in the Premises, the Improvements and Laboratory Reusable Installations) at survive the expiration or earlier early termination of the Term, free from any residual impact from the Tenant’s use of Hazardous Materials and otherwise released for unrestricted use and occupancy consistent with Tenant’s obligations under Section 5.5(e) below (the "Surrender Plan"). Tenant’s Surrender Plan shall state that, (a) (i) all laboratory space, including floors, walls, ceilings, counters, piping, supply lines, waste lines and plumbing in or serving the Premises and all exhaust or other ductwork in or serving the Premises, and (ii) any applicable systems shared by laboratory space, including without limitation exhaust or other ductwork, in or serving the Premises have been de-commissioned to the extent required by, and in accordance with, applicable Laws and in accordance with best industry practice; (b) the interior surfaces of the Premises (including floors, walls, ceilings, and counters), piping, supply lines, waste lines and plumbing, and all such ACTIVE/91437610.6this Lease.

Hazardous Materials. (a) Landlord acknowledges that it is Contractor shall not and shall not permit any of its Subcontractors, directly or indirectly to, permit the intent of this Section 5.5 to prohibit Tenant from using the Premises for the Permitted Use. Tenant may operate its business according to prudent industry practices so long as the use manufacture, storage, transmission or presence of any Hazardous Materials is strictly on the Site except in accordance with Applicable Laws and properly monitored by Tenant according Permit Requirements. Contractor shall not and shall not permit any of its Subcontractors to all then applicable Environmental Laws. As a material inducement to Landlord to allow Tenant to use release, discharge or otherwise dispose of any Hazardous Materials in connection on the Site. Contractor shall promptly comply with its business, Tenant agrees to deliver to Landlord prior all lawful orders and directives of all Governmental Authorities regarding Applicable Laws and Permit Requirements except to the Commencement Date a list identifying each type of Hazardous Materials to be brought upon, kept, used, stored, handled, treated, generated on, extent any such orders or released or disposed of from, the Premises and setting forth any and all governmental approvals or permits required directives are being contested in good faith by appropriate proceedings in connection with the presenceWork. If Contractor discovers, useencounters or is notified of the existence of any contaminated materials or Hazardous Materials at the Site, storage, handling, treatment, generation, then: (a) Contractor shall promptly notify Owner thereof and cordon off the area containing such contaminated materials or Hazardous Materials; (b) Contractor shall take reasonable steps to stop and contain the release or disposal of Hazardous Materials; (c) if such Hazardous Materials on or from the Premises ("are Contractor Hazardous Materials List"). Upon request of LandlordMaterials, Tenant shall deliver to Landlord an updated Hazardous Materials List within thirty (30) days following Landlord’s request. Tenant shall deliver to Landlord true and correct copies of the permits, approvals, reports and correspondence, and storage and management plans relating to the use, storage, handling, treatment, generation, release or disposal of Hazardous Materials by Tenant at the Premises. At any time following Tenant's receipt of a request from Landlord, Tenant shall promptly complete a "hazardous materials questionnaire" using the form then-provided by Landlord. At least three (3) months prior to the surrender of the Premises, Tenant shall deliver to Landlord a narrative description of the actions proposed (or required by any governmental authority) to be taken by Tenant in order to surrender the Premises (including any Alterations permitted by Landlord to remain in the Premises, the Improvements and Laboratory Reusable Installations) at the expiration or earlier termination of the Term, free from any residual impact from the Tenant’s use of Hazardous Materials and otherwise released for unrestricted use and occupancy consistent with Tenant’s obligations under Section 5.5(e) below (the "Surrender Plan"). Tenant’s Surrender Plan shall state that, (a) then (i) all laboratory space, including floors, walls, ceilings, counters, piping, supply lines, waste lines and plumbing in Contractor shall not be entitled to any extension of time or serving additional compensation hereunder for any delay or costs incurred by Contractor as a result of the Premises and all exhaust or other ductwork in or serving the Premisesexistence of such Contractor Hazardous Materials, and (ii) Contractor shall (x) at Contractor’s sole expense and risk, arrange for disposal and all associated handling, storage, transportation, treatment and delivery required for disposal of such Hazardous Materials, and remediate the Site in accordance with all Applicable Permits or as directed or requested by any applicable systems shared Governmental Authorities and (y) indemnify, release and save Owner harmless from all Losses incurred by laboratory spaceOwner resulting from the presence, including without limitation exhaust or other ductworkin connection with the disposal of, such Contractor Hazardous Materials, or resulting from such remediation of the Site by Contractor; and (d) if such Hazardous Materials are Owner Hazardous Materials, then, whether located above or below surface, these circumstances shall be an Excusable Event, and (i) Contractor shall be entitled to adjustments to the Contract Price and/or the Substantial Completion Guaranteed Date, in or serving the Premises have been de-commissioned each case to the extent required byprovided under Section 9.6.2, and in accordance with(ii) Owner shall (x) be responsible, applicable Laws at Owner’s sole expense and risk, for disposal and all associated handling, storage, transportation, treatment and delivery required for disposal of such Owner Hazardous Materials, and for remediation of the Site in accordance with best industry practice; all Applicable Permits or as directed or requested by any Governmental Authorities and (by) indemnify, release and save Contractor harmless from all Losses incurred by Contractor resulting from the interior surfaces presence, or in connection with the disposal of, such Owner Hazardous Materials, or resulting from such remediation of the Premises (including floors, walls, ceilings, and counters), piping, supply lines, waste lines and plumbing, and all such ACTIVE/91437610.6Site by Owner.

Hazardous Materials. (a) Landlord acknowledges that it is Sublessee shall not cause or permit the intent escape, disposal, or release of this Section 5.5 to prohibit Tenant from using any hazardous materials, except as provided by law. Sublessee shall not allow the Premises for the Permitted Use. Tenant may operate its business according to prudent industry practices so long as the storage or use or presence of Hazardous Materials is strictly and properly monitored by Tenant according to all then applicable Environmental Laws. As a material inducement to Landlord to such materials, nor allow Tenant to use Hazardous Materials in connection with its business, Tenant agrees to deliver to Landlord prior to the Commencement Date a list identifying each type of Hazardous Materials to be brought upononto the subleased premises any such materials except to use in the ordinary course of Sublessee's business, keptand then only after written notice is given to Sublessor of the identity of such materials and upon Sublessor's consent, usedwhich consent may be withheld at Sublessor's sole and absolute discretion. Sublessor shall have the sole and absolute discretion to permit such materials to be brought onto and remain on the subleased premises. Sublessee's failure to comply with Sublessor's directions under this section shall constitute a breach of this Sublease. If any lender or governmental agency shall ever require testing to ascertain whether or not there has been any release of hazardous materials by Sublessee, storedthen Sublessee shall be responsible for the reasonable costs thereof. In addition, handledSublessee shall execute affidavits, treatedrepresentations and the like from time to time at Sublessor's request concerning Sublessee's best knowledge and belief regarding the presence of hazardous materials on the subleased premises placed or released by Sublessee. Sublessee agrees to indemnify, generated ondefend and hold Sublessor harmless, from any damages and claims resulting from the release of hazardous materials on the subleased premises occurring while Sublessee is in possession, or released elsewhere if caused by Sublessee or disposed of from, the Premises and setting forth any and all governmental approvals or permits required in connection with the presence, use, storage, handling, treatment, generation, release or disposal of such Hazardous Materials on or from the Premises ("Hazardous Materials List")persons acting under Sublessee. Upon request of Landlord, Tenant These covenants shall deliver to Landlord an updated Hazardous Materials List within thirty (30) days following Landlord’s request. Tenant shall deliver to Landlord true and correct copies of the permits, approvals, reports and correspondence, and storage and management plans relating to the use, storage, handling, treatment, generation, release or disposal of Hazardous Materials by Tenant at the Premises. At any time following Tenant's receipt of a request from Landlord, Tenant shall promptly complete a "hazardous materials questionnaire" using the form then-provided by Landlord. At least three (3) months prior to the surrender of the Premises, Tenant shall deliver to Landlord a narrative description of the actions proposed (or required by any governmental authority) to be taken by Tenant in order to surrender the Premises (including any Alterations permitted by Landlord to remain in the Premises, the Improvements and Laboratory Reusable Installations) at survive the expiration or earlier termination of the TermSublease. For the purpose of this. Sublease "hazardous material" shall mean any pollutant, free from any residual impact from the Tenant’s use of Hazardous Materials and otherwise released for unrestricted use and occupancy consistent with Tenant’s obligations under Section 5.5(e) below (the "Surrender Plan"). Tenant’s Surrender Plan shall state thattoxic substance, (a) (i) all laboratory spacehazardous waste, including floorshazardous material, wallshazardous substance, ceilings, counters, piping, supply lines, waste lines and plumbing or oil as defined in or serving pursuant to the Premises Resource Conservation and all exhaust or other ductwork in or serving Recovery Act, as amended, the PremisesComprehensive Environmental Response, Compensation, and (ii) Liability Act as amended, the Federal Clean Water Act, or any applicable systems shared by laboratory spaceother federal, including without limitation exhaust state, or other ductworklocal environmental law, in regulation, ordinance, rule, or serving the Premises have been deby-commissioned to the extent required bylaw, and in accordance with, applicable Laws and in accordance with best industry practice; (b) the interior surfaces whether existing as of the Premises (including floorsdate hereof, wallspreviously enforced, ceilings, and counters), piping, supply lines, waste lines and plumbing, and all such ACTIVE/91437610.6or subsequently enacted.

Hazardous Materials. The Grantor shall (aA) Landlord acknowledges that it is not the intent of this Section 5.5 to prohibit Tenant from using the Premises for the Permitted Use. Tenant may operate its business according to prudent industry practices so long as the use or presence of Hazardous Materials is strictly and properly monitored by Tenant according to all then applicable Environmental Laws. As a material inducement to Landlord to allow Tenant to use Hazardous Materials in connection comply with its business, Tenant agrees to deliver to Landlord prior to the Commencement Date a list identifying each type of Hazardous Materials to be brought upon, kept, used, stored, handled, treated, generated on, or released or disposed of from, the Premises and setting forth any and all governmental approvals present and future Environmental Laws applicable to the Mortgaged Property, (B) not release, store, treat, handle, generate, discharge or permits required in connection with the presence, use, storage, handling, treatment, generation, release or disposal dispose of such any Hazardous Materials on at, on, under or from the Premises Mortgaged Property in violation of or in a manner that could result in any material liability under any present and future Environmental Law and ("C) take all necessary steps to initiate and expeditiously complete all remedial, corrective and other action to eliminate any such effect. In the event the Grantor fails to comply with the covenants in the preceding sentence, the Beneficiary may, in addition to any other remedies set forth herein, as agent for the Grantor and at the Grantor's sole cost and expense, cause any remediation, removal or response action relating to Hazardous Materials List"). Upon request of Landlord, Tenant shall deliver to Landlord an updated Hazardous Materials List within thirty (30) days following Landlord’s request. Tenant shall deliver to Landlord true and correct copies of the permits, approvals, reports and correspondence, and storage and management plans relating to the use, storage, handling, treatment, generation, release or disposal of Hazardous Materials by Tenant at the Premises. At any time following Tenant's receipt of a request from Landlord, Tenant shall promptly complete a "hazardous materials questionnaire" using the form then-provided by Landlord. At least three (3) months prior to the surrender of the Premises, Tenant shall deliver to Landlord a narrative description of the actions proposed (or required by any governmental authority) applicable Environmental Laws to be taken and the Grantor shall provide to the Beneficiary and its agents and employees access to the Mortgaged Property for such purpose. Any reasonable costs or expenses incurred by Tenant in order to surrender the Premises (including Beneficiary for such purpose shall be immediately due and payable by the Grantor and shall bear interest at the Default Rate. The Beneficiary shall have the right at any Alterations permitted by Landlord to remain time when an Event of Default shall have occurred and be continuing and at such other times when a potential violation of any present or future Environmental Law exists which in the PremisesBeneficiary's reasonable judgment could result in any material liability or obligation under such Environmental Law, at the sole cost and expense of the Grantor, to conduct an environmental audit of the Mortgaged Property by such persons or firms appointed by the Beneficiary, and the Grantor shall cooperate in all respects in the conduct of such environmental audit, including, without limitation, by providing access to the Mortgaged Property and to all records relating thereto. To the extent that any such environmental audit identifies conditions which in the Beneficiary's reasonable judgment would result in any material liability or obligation under any present or future Environmental Law, the Improvements Grantor agrees to expeditiously correct any such violation or respond to conditions giving rise to such liability or obligations in a manner which complies in all material respects with the Environmental Laws and Laboratory Reusable Installations) at mitigates associated health and environmental risks. The Grantor shall indemnify and hold the expiration or earlier termination Beneficiary and each of the Termother Secured Parties harmless from and against all loss, free from any residual impact from the Tenant’s use of Hazardous Materials cost, damage or reasonable expense (including, without limitation, reasonable attorneys' and otherwise released for unrestricted use and occupancy consistent with Tenant’s obligations under Section 5.5(e) below (the "Surrender Plan"). Tenant’s Surrender Plan shall state that, (a) (i) all laboratory space, including floors, walls, ceilings, counters, piping, supply lines, waste lines and plumbing in or serving the Premises and all exhaust or other ductwork in or serving the Premises, and (ii) any applicable systems shared by laboratory space, including without limitation exhaust or other ductwork, in or serving the Premises have been de-commissioned to the extent required by, and in accordance with, applicable Laws and in accordance with best industry practice; (b) the interior surfaces of the Premises (including floors, walls, ceilings, and counters), piping, supply lines, waste lines and plumbing, and all such ACTIVE/91437610.6consultants' fees and

Hazardous Materials. Tenant shall not (aeither with or without negligence) Landlord acknowledges that it is not cause or permit the intent escape, the disposal or release of this Section 5.5 to prohibit Tenant from using any Hazardous Materials on or under the Premises for Building, the Permitted UseLot or the Demised Premises. Tenant may operate its business according to prudent industry practices so long as shall not allow the storage or use or presence of Hazardous Materials is strictly in any manner not sanctioned by the applicable permits, or by law or by the highest standards prevailing in the industry for the storage and properly monitored by use of such Hazardous Materials. Tenant according to all then applicable Environmental Laws. As a material inducement to Landlord to allow Tenant to use Hazardous Materials in connection with its business, Tenant agrees to deliver to Landlord prior to the Commencement Date a list identifying each type of shall not cause any Hazardous Materials to be brought uponinto the Building, kept, Lot or Demised Premises except such substances or materials used in the ordinary course of Tenant’s business and listed on Exhibit F attached hereto (which Hazardous Materials shall be used, storedstored and disposed of in accordance with a program to be mutually agreed upon by Landlord and Tenant) or as otherwise approved by Landlord in writing, handledwhich approval shall not be unreasonably withheld, treatedprovided such use complies with the permitted allocated quantities of specified classes of chemicals permitted in the Building. Any Hazardous Materials used by Tenant shall at all times be brought to, generated onkept at or used in so-called ‘control areas’ (the number and size of which shall be identified in the plans for Tenant’s Work which are subject to Landlord’s approval pursuant to this Lease) and in accordance with all applicable laws and ordinances, any permit or approval issued by any applicable governmental agency or authority and prudent environmental practice and (with respect to so-called “biohazard” materials) good scientific practice. In the event Tenant intends on using any biologically or chemically active or other Hazardous Materials, or released materials that require a specialized permit, Tenant shall first obtain Landlord’s prior consent, which shall not be unreasonably withheld, conditioned or disposed delayed. Within five (5) days of fromLandlord’s request, Tenant shall provide Landlord with a list of all biologically or chemically active or other Hazardous Materials, including quantities, used by Tenant in the Demised Premises or otherwise in the Building. Tenant shall obtain and setting forth maintain all proper permits required by applicable law or ordinance for the storage and use of any Hazardous Materials stored or used by Tenant, and Tenant shall furnish evidence of same upon request and shall comply with all governmental approvals or permits required in connection reporting requirements with the presence, use, storage, handling, treatment, generation, release or disposal of respect to such Hazardous Materials on or from the Premises ("Hazardous Materials List"). Upon request of Landlordused by Tenant in its business operations, Tenant and shall deliver to Landlord an updated Hazardous Materials List within thirty (30) days following Landlord’s request. Tenant shall deliver to Landlord true and correct copies of the permits, approvals, reports and correspondence, and storage and management plans relating to the use, storage, handling, treatment, generation, release or disposal of Hazardous Materials by Tenant at the Premisessuch reports. At any time following Tenant's receipt of a request from Landlord, Tenant shall promptly complete a "hazardous materials questionnaire" using the form then-provided by Landlord. At least three (3) months prior to the surrender of the Premises, Tenant shall deliver to Landlord a narrative description of the actions proposed (or required by any governmental authority) to be taken by Tenant in order to surrender the Premises (including any Alterations permitted by Landlord to remain in the Premises, the Improvements and Laboratory Reusable Installations) at the expiration or earlier termination of the Term, free from any residual impact from the Tenant’s use of Hazardous Materials and otherwise released for unrestricted use and occupancy consistent with Tenant’s obligations under Section 5.5(e) below (the "Surrender Plan"). Tenant’s Surrender Plan shall state that, (a) (i) all laboratory space, including floors, walls, ceilings, counters, piping, supply lines, waste lines and plumbing in or serving the Premises and all exhaust or other ductwork in or serving the Premises, and (ii) any applicable systems shared by laboratory space, including without limitation exhaust or other ductwork, in or serving the Premises have been de-commissioned to the extent required by, and in accordance with, applicable Laws and in accordance with best industry practice; (b) the interior surfaces of the Premises (including floors, walls, ceilings, and counters), piping, supply lines, waste lines and plumbing, and all such ACTIVE/91437610.6“

Hazardous Materials. (a) Landlord acknowledges that it is Hazardous Materials" shall include, but not the intent of this Section 5.5 to prohibit Tenant from using the Premises for the Permitted Usebe limited to, hazardous, toxic and those substances defined as "hazardous substances", "hazardous materials", "hazardous waste", "toxic substances", or other similar designations in any regulation. Tenant may operate its business according shall not cause, or allow any of Tenant's parties to prudent industry practices so long as the use or presence of Hazardous Materials is strictly and properly monitored by Tenant according to all then applicable Environmental Laws. As a material inducement to Landlord to allow Tenant to use Hazardous Materials in connection with its businesscause, Tenant agrees to deliver to Landlord prior to the Commencement Date a list identifying each type of Hazardous Materials any hazardous materials to be brought upon, kept, used, storedgenerated, handled, treated, generated on, or released stored or disposed of from, the Premises and setting forth any and all governmental approvals or permits required in connection with the presence, use, storage, handling, treatment, generation, release or disposal of such Hazardous Materials on or from the Premises ("Hazardous Materials List"). Upon request of Landlord, Tenant shall deliver to Landlord an updated Hazardous Materials List within thirty (30) days following Landlord’s request. Tenant shall deliver to Landlord true and correct copies of the permits, approvals, reports and correspondence, and storage and management plans relating to the use, storage, handling, treatment, generation, release or disposal of Hazardous Materials by Tenant at the Premises. At any time following Tenant's receipt of a request from Landlord, Tenant shall promptly complete a "hazardous materials questionnaire" using the form then-provided by Landlord. At least three (3) months prior to the surrender of the Premises, Tenant shall deliver to Landlord a narrative description of the actions proposed (or required by any governmental authority) to be taken by Tenant in order to surrender the Premises (including any Alterations permitted by Landlord to remain in about the Premises, the Improvements Building or surrounding land or environment in violation of any regulations. Tenant must obtain Landlord's written consent prior to the introductions of any hazardous materials onto the Premises. Landlord consents to Tenant's use of the hazardous materials described in EXHIBIT B, provided Tenant obtains all necessary government approvals or permits to use or store said materials on the Premises. Tenant agrees that any future additions to this list, also require Landlord's written consent as well as the abovementioned approvals or permits prior to use or storage. Tenant may handle, store, use and Laboratory Reusable Installations) dispose of any such hazardous materials in a safe and lawful manner and never allow such hazardous materials to contaminate the Premises, Building or surrounding land or environment. Tenant shall immediately notify Landlord of any hazardous materials' contamination of any portion of the Premises of which Tenant becomes aware, whether or not caused by Tenant. Landlord shall have the right at all reasonable times to inspect the Premises and to conduct tests and investigations to determine whether Tenant is in compliance with the foregoing provisions, the costs of all such inspections, tests and investigations to be borne by Tenant. Tenant shall indemnify, and hold Landlord harmless from all liabilities, losses, costs, legal fees, demands, causes of action, claims or judgments directly or indirectly arising out of the use, generation, storage, release, or disposal of hazardous materials by Tenant or any of Tenant's parties in, on or about the Premises, the Building or surrounding land or environment, which indemnity shall include, without limitation, damages for personal or bodily injury, property damage, damage to the environment, or natural resources occurring on or off the Premises, losses attributable to diminution in value or adverse effects on marketability, the reasonable costs of any investigation, monitoring, government oversight, repair, removal, remediation, restoration, abatement, and disposal, and the preparation of any closure or other required plans, whether such action is required or necessary prior to or following the expiration or earlier termination of this Lease. Notwithstanding the Termforegoing, free Tenant shall only be liable for detrimental consequences directly or indirectly caused by its own acts or omissions. Neither Landlord's consent to the use, generation, storage, release or disposal of hazardous materials nor the strict compliance by Tenant with all laws pertaining to hazardous materials shall excuse that Tenant from any residual impact from Tenant's obligation of indemnification pursuant to this Section 4D. Tenant's obligations pursuant to the Tenant’s use foregoing indemnity shall survive the expiration or earlier termination of Hazardous Materials this Lease. Landlord and otherwise released for unrestricted use and occupancy consistent its agents make no representations about the current condition of the premises with Tenant’s obligations under Section 5.5(e) below (the "Surrender Plan")respect to hazardous materials. Tenant’s Surrender Plan shall state that, (a) (i) all laboratory space, including floors, walls, ceilings, counters, piping, supply lines, waste lines and plumbing in or serving Tenant accepts the Premises "as is" and assumes full responsibility for obtaining all exhaust necessary government approvals or other ductwork in permits prior to commencing operations as well as any clean-up or serving clearance approvals upon the termination of its activities on the Premises, and (ii) any applicable systems shared by laboratory space, including without limitation exhaust or other ductwork, in or serving the Premises have been de-commissioned to the extent required by, and in accordance with, applicable Laws and in accordance with best industry practice; (b) the interior surfaces of the Premises (including floors, walls, ceilings, and counters), piping, supply lines, waste lines and plumbing, and all such ACTIVE/91437610.6.

Hazardous Materials. 20.1 Tenant, during the Term, shall comply with, maintain the Property and Building in compliance with, and ensure that all Tenant’s employees, agents, contractors, and invitees comply with all applicable federal, state and local environmental, safety and health laws, common law, ordinances, rules, regulations, permits, licenses and binding standards of applicable governmental authorities (a) “Environmental Laws”). 20.2 Tenant shall notify Landlord acknowledges that it is not promptly after becoming aware during the intent Term of this Section 5.5 to prohibit Tenant from using any release of Hazardous Substances at the Premises for or violation of Environmental Laws that could reasonably be expected to require response action or affect the Permitted Use. Tenant may operate its business according to prudent industry practices so long as the use or presence of Hazardous Materials is strictly and properly monitored by Tenant according to all then applicable Environmental Laws. As a material inducement to Landlord to allow Tenant to use Hazardous Materials in connection with its business, Tenant agrees to deliver to Landlord prior to the Commencement Date a list identifying each type of Hazardous Materials to be brought upon, kept, used, stored, handled, treated, generated on, or released or disposed of from, the Premises and setting forth any and all governmental approvals or permits required in connection with the presence, use, storage, handling, treatment, generation, release or disposal of such Hazardous Materials on or from the Premises ("Hazardous Materials List"). Upon request of Landlord, Tenant shall deliver to Landlord an updated Hazardous Materials List within thirty (30) days following Landlord’s request. Tenant shall deliver to Landlord true and correct copies of the permits, approvals, reports and correspondence, and storage and management plans relating to the use, storage, handling, treatment, generation, release or disposal of Hazardous Materials by Tenant at the Premises. At any time following Tenant's receipt of a request from Landlord, Tenant shall promptly complete a "hazardous materials questionnaire" using the form then-provided by Landlord. At least three (3) months prior to the surrender value of the Premises, and shall forward to Landlord promptly after receipt thereof copies of all orders, reports, notices, and material communications relating to any such release or violation. 20.3 Tenant shall deliver promptly remediate and take all other corrective actions with respect to any release of Hazardous Substances or violation of Environmental Laws relating to the Premises as required under Environmental Laws or at the reasonable request of Landlord. 20.4 Tenant agrees to protect, indemnity, defend, and hold harmless Landlord a narrative description and its officers, employees, directors, owners, subsidiaries and affiliates (“Landlord Party Indemnitees”) from and against, and promptly pay to or reimburse such Landlord Party Indemnitees for, any liabilities, obligations, claims, damages, penalties, causes of action, costs and expenses (including, without limitation, reasonable attorneys’ and consultants’ fees and expenses) arising out of, caused by, or in any manner whatsoever connected to (a) any environmental, health or safety condition at, on or emanating from the actions proposed (or required by any governmental authority) to be taken Premises and caused by Tenant in order to surrender or its invitees and occurring after the Premises Commencement Date, (including b) any Alterations permitted violation of Environmental Laws by Landlord to remain in Tenant or its invitees occurring after the Commencement Date or other condition occurring after the Commencement Date and caused by Tenant or its invitees requiring remediation or other response action under Environmental Laws, or (c) the release or threatened release by Tenant or its invitees after the Commencement Date of any Hazardous Substance in, to, or from the Premises, the Improvements and Laboratory Reusable Installations) at the expiration provided that such release or earlier termination of the Term, free from any residual impact from the Tenant’s use threatened release of Hazardous Materials and otherwise released for unrestricted use and occupancy consistent with Tenant’s obligations under Section 5.5(e) below (Substances was not caused by the "Surrender Plan"). Tenant’s Surrender Plan shall state thatnegligence or willful misconduct of Landlord, (a) (i) all laboratory spaceits agents, including floors, walls, ceilings, counters, piping, supply lines, waste lines and plumbing in or serving the Premises and all exhaust or other ductwork in or serving the Premisesemployees, and (ii) any applicable systems shared by laboratory space, including without limitation exhaust or other ductworkrepresentatives, in or serving the Premises have been de-commissioned to the extent required bywhich case Landlord shall be solely responsible therefor and shall indemnify Tenant and its officers, employees, directors, owners, subsidiaries and affiliates (“Tenant Party Indemnitees”) from and against, and in accordance withpromptly pay or reimburse the Tenant Party Indemnitees for, applicable Laws any liabilities, obligations, claims, damages, penalties, causes of action, costs and in accordance with best industry practice; expenses (bincluding, without limitation, reasonable attorneys’ and consultants’ fees and expenses) arising out of or caused thereby. These indemnification obligations shall survive the interior surfaces termination or expiration of the Premises (including floors, walls, ceilings, and counters), piping, supply lines, waste lines and plumbing, and all such ACTIVE/91437610.6this Lease.

Hazardous Materials. (a) Landlord acknowledges that it is Without Lessor's prior written consent, Lessee shall not the intent of this Section 5.5 to prohibit Tenant from using the Premises for the Permitted Use. Tenant may operate its business according to prudent industry practices so long as the use cause or presence of permit any Hazardous Materials is strictly and properly monitored by Tenant according to all then applicable Environmental Laws. As a material inducement to Landlord to allow Tenant to use Hazardous Materials in connection with its business, Tenant agrees to deliver to Landlord prior to the Commencement Date a list identifying each type of Hazardous Materials Material to be brought upon, kept, used, stored, handled, treated, generated on, kept or released used in or disposed of from, about the Premises and setting forth any and all governmental approvals by Lessee, its agents, employees, contractors, customers, guests or permits required in connection with the presenceinvitees, use, storage, handling, treatment, generation, release or disposal except for small quantities of such Hazardous Materials Material incidental to Lessee's business. (b) Any Hazardous Material permitted on or from the Premises as provided in Section 18(a) and all containers therefor, shall be used, kept, stored and disposed of in a manner that complies with all federal, state and local laws or regulations applicable to this Hazardous Material. ("Hazardous Materials List"). Upon request c) Lessee shall not discharge, leak or emit, or permit to be discharged, leaked or emitted, any material into the atmosphere, ground, sewer system or any body of Landlordwater, Tenant shall deliver to Landlord an updated Hazardous Materials List within thirty if that material (30) days following Landlord’s request. Tenant shall deliver to Landlord true and correct copies of as is reasonably determined by the permits, approvals, reports and correspondence, and storage and management plans relating to the use, storage, handling, treatment, generation, release Lessor or disposal of Hazardous Materials by Tenant at the Premises. At any time following Tenant's receipt of a request from Landlord, Tenant shall promptly complete a "hazardous materials questionnaire" using the form then-provided by Landlord. At least three (3) months prior to the surrender of the Premises, Tenant shall deliver to Landlord a narrative description of the actions proposed (or required by any governmental authority) to be taken by Tenant in order to surrender does or may pollute or contaminate the same or may adversely affect (aa) the health, welfare or safety of persons, whether located on the Premises or elsewhere, or (including bb) the condition, use or enjoyment of the Building or any Alterations permitted by Landlord other real or personal property and which would result in a violation of applicable environmental laws. (d) At the commencement of each Lease Year, Lessee shall disclose to remain Lessor the names and approximate amounts of all Hazardous Material that Lessee intends to store, use or dispose of on the Premises in the coming Lease Year. In addition, at the commencement of each Lease Year (beginning with the second Lease Year), Lessee shall disclose to Lessor the names and amounts of all Hazardous Material that to Lessee's knowledge were actually used, stored or disposed of on the Premises, the Improvements and Laboratory Reusable Installations) if those materials were not previously identified to Lessor at the expiration or earlier termination commencement of the Termprevious Lease Years. (e) As used herein, free the term "Hazardous Material" means (aa) any "hazardous waste" as defined by the Resource Conservation and Recovery Act of 1976, as amended from time to time, and regulations promulgated thereunder; (bb) any residual impact "hazardous substance" as defined by the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended from the Tenant’s use of Hazardous Materials time to time, and otherwise released for unrestricted use regulations promulgated thereunder; (cc) any oil, petroleum products and occupancy consistent with Tenant’s obligations under Section 5.5(e) below (the "Surrender Plan"). Tenant’s Surrender Plan shall state thattheir by-products, (a) (i) all laboratory spaceother than those used in automotive or recreational activity, including floors, walls, ceilings, counters, piping, supply lines, waste lines and plumbing in boats or serving motorcycles which are stored on the Premises and all exhaust or other ductwork in or serving the Premises, and (ii) any applicable systems shared by laboratory space, including without limitation exhaust or other ductwork, in or serving the Premises have been de-commissioned to the extent required by, and in accordance with, applicable Laws and in accordance with best industry practiceall applicable laws and minor leakage and spills which are, upon written request of Lessor, promptly cleaned up; and (bdd) the interior surfaces of the Premises (including floorsany substance that is or becomes regulated by any federal, wallsstate, ceilings, and counters), piping, supply lines, waste lines and plumbing, and all such ACTIVE/91437610.6or local governmental authority.

Hazardous Materials. Mortgagor covenants, represents and warrants to Mortgagee, its successors and assigns, (ai) Landlord acknowledges that it has not used or permitted and will not use or permit the Mortgaged Property to be used, whether directly or through contractors, agents or tenants, and to the best of Mortgagor’s knowledge and except as disclosed to Mortgagee in writing, the Mortgaged Property has not at any time been used for the generating, transporting, treating, storage, manufacture, emission of, or disposal of any dangerous, toxic or hazardous pollutants, chemicals, wastes or substances as defined in the Federal Comprehensive Environmental Response Compensation and Liability Act of 1980, or the Federal Resource Conservation and Recovery Act of 1976, or the Minnesota Environmental Response and Liability Act, Minn. Stat. Ch. 115B, or any other federal, state or local environmental laws, statutes, regulations, requirements and ordinances, and also including urea formaldehyde and asbestos (the “Hazardous Materials”); (ii) that there have been no investigations or reports involving Mortgagor or the Mortgaged Property by any governmental authority which in any way pertain to Hazardous Materials other than as previously disclosed to Mortgagee; (iii) that to the best of their knowledge and belief, upon due inquiry, Mortgagor’s operation of the Mortgaged Property has not violated and is not currently violating any federal, state or local law, regulation, ordinance or requirement governing Hazardous Materials; (iv) that the intent Mortgaged Property is not listed in the United States Environmental Protection Agency’s National Priorities List of this Section 5.5 to prohibit Tenant from using the Premises for the Permitted Use. Tenant may operate its business according to prudent industry practices so long as the use Hazardous Waste Sites nor any other list, schedule, log, inventory or presence record of Hazardous Materials is strictly or hazardous waste sites, whether maintained by the United States Government or any state or local agency; and properly monitored (v) that the Improvements will not contain any urea formaldehyde or asbestos, except as may have been disclosed in writing to Mortgagee by Tenant according Mortgagor at the time of execution and delivery of this Mortgage, and except to all then applicable Environmental Lawsthe extent that industry standard building materials utilized by Mortgagor in any new construction on the Mortgaged Property may contain such materials. As a material inducement to Landlord to allow Tenant to use Hazardous Materials in connection with its business, Tenant Mortgagor agrees to deliver to Landlord prior to indemnify and reimburse Mortgagee, its successors and assigns, for any breach of these representations and warranties and from any loss, damage, expense or cost arising out of or incurred by Mortgagee which is the Commencement Date result of a list identifying each type breach of, misstatement of Hazardous Materials to be brought uponor misrepresentation of the above covenants, keptrepresentations and warranties, used, stored, handled, treated, generated on, or released or disposed of from, the Premises and setting forth any and together with all governmental approvals or permits required attorney’s fees incurred in connection with the presence, use, storage, handling, treatment, generation, release or disposal defense of such Hazardous Materials on or from the Premises ("Hazardous Materials List"). Upon request of Landlord, Tenant shall deliver to Landlord an updated Hazardous Materials List within thirty (30) days following Landlord’s request. Tenant shall deliver to Landlord true and correct copies any action against Mortgagee arising out of the permitsabove. These covenants, approvalsrepresentations and warranties shall be deemed continuing covenants, reports representations and correspondencewarranties for the benefit of Mortgagee, and storage any successor and management plans relating to assigns of Mortgagee, including any purchaser at a mortgage foreclosure sale, any transferee of the usetitle of Mortgagee or any subsequent purchaser at a foreclosure sale, storageand any subsequent owner of the Mortgaged Property and shall survive any foreclosure of this Mortgage and any acquisition of title by Mortgagee or anyone claiming through or under this Mortgage the title of Mortgagee. The amount of all such indemnified loss, handlingdamage, treatmentexpense or cost, generation, release or disposal of Hazardous Materials by Tenant shall bear interest thereon at the Premises. At any time following Tenant's receipt rate of a request from Landlordinterest in effect on the Note and shall become additional Indebtedness secured by this Mortgage and shall become immediately due and payable in full upon demand of Mortgagee, Tenant shall promptly complete a "hazardous materials questionnaire" using the form then-provided by Landlord. At least three (3) months prior to the surrender of the Premises, Tenant shall deliver to Landlord a narrative description of the actions proposed (or required by any governmental authority) to be taken by Tenant in order to surrender the Premises (including any Alterations permitted by Landlord to remain in the Premises, the Improvements its successors and Laboratory Reusable Installations) at the expiration or earlier termination of the Term, free from any residual impact from the Tenant’s use of Hazardous Materials and otherwise released for unrestricted use and occupancy consistent with Tenant’s obligations under Section 5.5(e) below (the "Surrender Plan"). Tenant’s Surrender Plan shall state that, (a) (i) all laboratory space, including floors, walls, ceilings, counters, piping, supply lines, waste lines and plumbing in or serving the Premises and all exhaust or other ductwork in or serving the Premises, and (ii) any applicable systems shared by laboratory space, including without limitation exhaust or other ductwork, in or serving the Premises have been de-commissioned to the extent required by, and in accordance with, applicable Laws and in accordance with best industry practice; (b) the interior surfaces of the Premises (including floors, walls, ceilings, and counters), piping, supply lines, waste lines and plumbing, and all such ACTIVE/91437610.6assigns.

Hazardous Materials. Tenant shall not (aeither with or without negligence) Landlord acknowledges that it is cause or permit the escape, disposal or release of any biologically or chemically active or other hazardous substances, or materials. Tenant shall not allow the intent storage or use of this Section 5.5 to prohibit Tenant from using such substances or materials in any manner not sanctioned by law or by the Premises highest standards prevailing in the industry for the Permitted Use. Tenant may operate its business according to prudent industry practices so long as the storage and use of such substances or presence of Hazardous Materials is strictly and properly monitored by Tenant according to all then applicable Environmental Laws. As a material inducement to Landlord to materials, nor allow Tenant to use Hazardous Materials in connection with its business, Tenant agrees to deliver to Landlord prior to the Commencement Date a list identifying each type of Hazardous Materials to be brought uponinto the Building any such materials or substances except to use in the ordinary course of Tenant's business, keptand then only after written notice is given to Landlord of the identity of such substances or materials. Without limitation, usedhazardous substances and materials shall include those described in the Comprehensive Environmental Response, storedCompensation and Liability Act of 1980, handledas amended, treated, generated on, or released or disposed of from42 U.S.C. Section 9601 et seq., the Premises Resource Conservation and setting forth Recovery Act, as amended, 42 U.S.C. Section 6901 et seq., any applicable state or local laws and all the regulations adopted under these acts. If, any lender or governmental approvals agency shall ever require testing to ascertain whether or permits required in connection with not there has been any release of hazardous materials as a direct result of Tenant's acts or omissions, then the presencereasonable costs thereof, useincluding but not limited to engineering and legal fees, storageshall be paid by Tenant to Landlord, handling, treatment, generation, release or disposal of upon demand as additional charges if such Hazardous Materials on or from requirement applies to the Premises ("Hazardous Materials List")Premises. Upon request of LandlordIn addition, Tenant shall deliver execute affidavits, representations and the like from time to Landlord an updated Hazardous Materials List within thirty (30) days following time at Landlord’s request. Tenant shall deliver to Landlord true 's request concerning Tenant's best knowledge and correct copies belief regarding the presence of the permits, approvals, reports and correspondence, and storage and management plans relating to the use, storage, handling, treatment, generation, release hazardous substances or disposal of Hazardous Materials by Tenant at materials on the Premises. At any time following Tenant's receipt of a request from LandlordIn all events, Tenant shall promptly complete a "indemnify Landlord in the manner elsewhere provided in this lease from any release of hazardous materials questionnaire" using on the form then-provided Premises occurring while Tenant is in possession, or elsewhere if determined by Landlord. At least three (3) months prior to the surrender of the Premises, Tenant shall deliver to Landlord a narrative description of the actions proposed (or required by any governmental authority) lawful authority to be taken caused by Tenant in order to surrender the Premises (including any Alterations permitted by Landlord to remain in the Premises, the Improvements and Laboratory Reusable Installations) at or persons acting under Tenant. The within covenants shall survive the expiration or earlier termination of the Termlease term. The Tenant shall not be responsible for any remedial action or expense necessary to correct any release of hazardous materials, free from any residual impact from substances or oil on the Tenant’s use of Hazardous Materials and otherwise released for unrestricted use and occupancy consistent with Tenant’s obligations under Section 5.5(e) below (the "Surrender Plan"). Tenant’s Surrender Plan shall state thatLand, (a) (i) all laboratory space, including floors, walls, ceilings, counters, piping, supply lines, waste lines and plumbing in or serving the Premises and all exhaust or other ductwork in or serving the Premises, and (ii) any applicable systems shared by laboratory space, including without limitation exhaust or other ductwork, in or serving the Premises have been de-commissioned premises adjacent to the extent required by, land which took place prior to the Commencement Date. The costs of any such remedial action for such prior release shall be borne entirely by Landlord and shall not be included in accordance with, applicable Laws and in accordance with best industry practice; (b) the interior surfaces of the Premises (including floors, walls, ceilings, and counters), piping, supply lines, waste lines and plumbing, and all such ACTIVE/91437610.6Operating Expenses.

Hazardous Materials. (a) The environmental provisions set forth in this Section 19 are in addition to and supplement the environmental provisions of the Acquisition Agreement, which shall remain in full force and effect with respect to the Premises notwithstanding this Lease. For the purposes of this Lease, the terms "Hazardous Material" and "Environmental Law" shall have the meanings given those terms in the Acquisition Agreement. Landlord acknowledges and Tenant shall promptly, after either of them learns of the occurrence thereof, give written notice to the other of receipt of any notice of violation or claim, or a request for information, relating in any manner to any Hazardous Material or Environmental Law in connection with the Premises. Landlord and Tenant shall, upon receipt by either of them of any environmental sampling or testing results relating in any manner to the Premises, provide the other with copies of documents relating to such environmental investigations. Tenant agrees that it is shall not the intent generate, use, store, release or dispose of this Section 5.5 to prohibit Tenant from using any Hazardous Material on the Premises for the Permitted Use. Tenant may operate its business according to prudent industry practices so long as the use or presence of Hazardous Materials is strictly and properly monitored by Tenant according to all then except in material compliance with applicable Environmental Laws. As a material inducement to Landlord to allow Tenant to use Hazardous Materials in connection with shall, at its businesssole cost and expense, Tenant agrees to deliver to Landlord prior to the Commencement Date a list identifying each type of Hazardous Materials to be brought upon, kept, used, stored, handled, treated, generated on, or released or disposed of from, the Premises and setting forth any and all governmental approvals or permits required in connection with the presence, use, storage, handling, treatment, generation, release or disposal of such Hazardous Materials on or from the Premises ("Hazardous Materials List"). Upon request of Landlord, Tenant shall deliver to Landlord an updated Hazardous Materials List cure within thirty (30) days following Landlord’s requestafter written notice from Landlord any breach of this Section 19 by Tenant by taking all necessary response and corrective actions in accordance with all applicable Environmental Laws. If Tenant is responsible by virtue of this Section 19 for the removal or remediation of any Hazardous Material, Tenant shall carry out and complete, at Exhibit 2.4 (continued) its sole cost and expense, such response actions, including without limitation, any investigation, reporting, removal, remediation, repair, closure, detoxification, decontamination, restoration and other clean-up of the Premises required under applicable Environmental Laws, as promptly as reasonably possible. All response actions shall be undertaken with disclosure to Landlord of and approval by Landlord of response plans. Landlord shall, at its sole cost and expense, cure within thirty (30) days after written notice from Tenant any breach by Landlord of this Section 19 by taking all necessary response and corrective actions in accordance with all applicable Environmental Laws. If Landlord is responsible for the removal or remediation of any Hazardous Material by virtue of this Section 19, Landlord shall carry out and complete, at its sole cost and expense, such response actions, including without limitation, any investigation, reporting, removal, remediation, repair, closure, detoxification, decontamination, restoration and other clean-up of the Premises required under applicable Environmental Laws, as promptly as reasonably possible. All response actions shall be undertaken so as to minimize interruption of Tenant's business and with disclosure to Tenant of and approval by Tenant of response plans. IT IS UNDERSTOOD AND AGREED THAT TENANT HAS NO RESPONSIBILITY FOR OR AUTHORITY OVER ANY HAZARDOUS MATERIALS LOCATED IN, ON OR ABOUT THE PREMISES, EXCEPT TO THE EXTENT, IF ANY, BROUGHT THEREON BY OR AT THE DIRECTION OF TENANT AND THOSE HAZARDOUS MATERIALS PROPERLY STORED AND LISTED ON AN MSDS REPORT MAINTAINED BY LANDLORD WITH RESPECT TO THE PREMISES ON THE DATE OF THIS LEASE AND ACQUIRED BY TENANT PURSUANT TO THE ACQUISITION AGREEMENT. LANDLORD RETAINS COMPLETE RESPONSIBILITY FOR AND AUTHORITY OVER ANY AND ALL HAZARDOUS MATERIALS IN, ON OR ABOUT THE PREMISES EXCEPT FOR THOSE BROUGHT THEREON BY TENANT AND SO ACQUIRED. Tenant shall deliver agrees to Landlord true indemnify, defend and correct copies hold harmless Landlord, its officers, directors, shareholders, employees, agents, successors and assigns, from and against all claims, damages, actions, proceedings, costs, liens, requirements, judgments, losses, penalties, fines, settlements and liabilities of any kind (including without limitation attorneys' fees and court costs, and consultant and expert witness fees arising in any manner, directly or indirectly, out of or by reason of (1) any breach of any of the permitswarranties, approvalsrepresentations, reports and correspondencecovenants or agreements in this Section 19 by Tenant, and storage and management plans relating (2) any violation or alleged violation Exhibit 2.4 (continued) of any Environmental Law by Tenant with respect to the usePremises (provided such violation or alleged violation does not represent the substantial continuation of a violation or alleged violation that commenced prior to the Term when Landlord operated the Premises, except for a violation that continues beyond a reasonable period after the management of Tenant become aware of such violation (other than violations currently known by employees of Landlord who have been or may become employees of Tenant as contemplated by the Acquisition Agreement)), and/or (3) any presence, generation, treatment, storage, handlingdisposal, transport, release, threatened release or suspected release of any Hazardous Material brought on, in, to or from the Premises by Tenant. Tenant agrees to employ security measures, consistent with the security measures historically employed by Landlord at the Premises, to prevent unauthorized dumping of Hazardous Materials on the Premises by third parties. Landlord agrees to indemnify, defend and hold harmless Tenant, its officers, directors, shareholders, employees, agents, successors and assigns, from and against all claims, damages, actions, proceedings, costs, liens, requirements, judgments, losses, penalties, fines, settlements and liabilities of any kind (including without limitation attorneys' fees and court costs, and consultant and expert witness fees arising in any manner, directly or indirectly, out of or by reason of (1) any breach by Landlord of this Section 19, (2) any violation or alleged violation of any Environmental Law by Landlord, and/or (3) any presence, generation, treatment, generationstorage, disposal, transport, release, threatened release or disposal suspected release of any Hazardous Materials by Tenant at Material on, in, to or from the Premises that does not result solely and directly from Tenant's activities in the Premises. At In the event of a breach by Landlord of this Section 19, Tenant may at any time following Tenant's receipt of a request from Landlord, Tenant shall promptly complete a "hazardous materials questionnaire" using the form then-provided thereafter terminate this Lease by written notice to Landlord. At least three (3) months prior to the surrender The provisions of the Premises, Tenant this Section 19 shall deliver to Landlord a narrative description of the actions proposed (or required by any governmental authority) to be taken by Tenant in order to surrender the Premises (including any Alterations permitted by Landlord to remain in the Premises, the Improvements and Laboratory Reusable Installations) at survive the expiration or earlier termination of the Term, free from any residual impact from the Tenant’s use term of Hazardous Materials and otherwise released for unrestricted use and occupancy consistent with Tenant’s obligations under Section 5.5(e) below (the "Surrender Plan"). Tenant’s Surrender Plan shall state that, (a) (i) all laboratory space, including floors, walls, ceilings, counters, piping, supply lines, waste lines and plumbing in or serving the Premises and all exhaust or other ductwork in or serving the Premises, and (ii) any applicable systems shared by laboratory space, including without limitation exhaust or other ductwork, in or serving the Premises have been de-commissioned to the extent required by, and in accordance with, applicable Laws and in accordance with best industry practice; (b) the interior surfaces of the Premises (including floors, walls, ceilings, and counters), piping, supply lines, waste lines and plumbing, and all such ACTIVE/91437610.6this Lease.

Hazardous Materials. (a) Landlord acknowledges represents to Tenant that it is not to Landlord’s knowledge, as of the intent of this Section 5.5 to prohibit Tenant from using Commencement Date, the Premises for the Permitted Use. Tenant may operate its business according to prudent industry practices so long as the use or presence shall be free of Hazardous Materials is strictly that would violate Requirements except as disclosed pursuant to Exhibit EXISTING CONDITIONS and properly monitored Hazardous Materials introduced to the Premises by Tenant according or any Tenant Party. In furtherance of, and not in limitation of, the foregoing, Landlord discloses to Tenant, and Tenant acknowledges such disclosure, that the interior of a non-operational boiler which shall remain in the basement of the Building contains asbestos-containing materials. Landlord further represents to Tenant that, as of the date of this Lease, there are no CFC-based refrigerants in the Building’s base building HVAC system. Landlord shall be responsible, at its sole cost and expense, to remove or remediate (or cause the removal or remediation of) any Hazardous Materials (i) found in the Building during the performance of the Landlord’s Work (except to the extent the responsibility of Tenant as provided below) solely to the extent such Hazardous Materials are existing in the Premises in violation of Landlord’s representation set forth in the first sentence of this paragraph or (ii) introduced to the Premises by Landlord after the Commencement Date and during the Lease Term, to the extent required by Requirements. Tenant shall not use, handle, transport, store, or dispose of any oil, hazardous or toxic substances, materials or wastes (collectively “Hazardous Materials”) in, under, on or about the Premises, the Building and/or the Lot except for usual and customary office products such as toner or cleaners which contain Hazardous Materials; provided, that (i) such cleansers, office supplies and products are ordinarily and customarily used in the ordinary course of first-class business offices and (ii) any such use is in strict compliance with all then applicable Environmental LawsRequirements. As a material inducement to Landlord to allow Tenant to use Without limiting the foregoing, any Hazardous Materials in connection with its businessthe Premises, Tenant agrees to deliver to Landlord prior to the Commencement Date a list identifying each type of Hazardous Materials to and all containers therefor, shall be brought uponused, kept, used, stored, handled, treated, generated on, or released or stored and disposed of fromwith due care and in conformity with all applicable Requirements. If the transportation, the Premises and setting forth any and all governmental approvals or permits required in connection with the presencestorage, use, storage, handling, treatment, generation, release or disposal of such Hazardous Materials on or from the Premises ("Hazardous Materials List"). Upon request of Landlord, Tenant shall deliver to Landlord an updated Hazardous Materials List within thirty (30) days following Landlord’s request. Tenant shall deliver to Landlord true and correct copies of the permits, approvals, reports and correspondence, and storage and management plans relating to the use, storage, handling, treatment, generation, release or disposal of Hazardous Materials by Tenant at the Premises. At any time following Tenant's receipt of a request from Landlord, Tenant shall promptly complete a "hazardous materials questionnaire" using the form then-provided by Landlord. At least three (3) months prior to the surrender of the Premises, Tenant shall deliver to Landlord a narrative description of the actions proposed (or required by any governmental authority) to be taken by Tenant in order to surrender the Premises (including any Alterations permitted by Landlord to remain in the Premises, the Improvements and Laboratory Reusable Installations) at Building, the expiration Lot or earlier termination anywhere on the Property arising out of the Term, free from any residual impact or resulting from the acts or omissions of Tenant or its agents, employees, contractors, invitees, guests or others acting by, through or under Tenant, or Tenant’s use of Hazardous Materials and otherwise released for unrestricted use and occupancy consistent with Tenant’s obligations under Section 5.5(ethe Premises, results in (1) below contamination of the soil, air, surface or ground water or (the "Surrender Plan"). Tenant’s Surrender Plan shall state that2) loss, (adamage or harm to person(s) or property, then Tenant agrees (i) to notify Landlord immediately of any contamination, claim of contamination, loss or damage, (ii) after consultation with and approval by Landlord, to clean up all laboratory spacecontamination in full compliance with all applicable statutes, including floors, walls, ceilings, counters, piping, supply lines, waste lines regulations and plumbing in or serving the Premises and all exhaust or other ductwork in or serving the Premisesstandards, and (iiiii) to indemnify, defend and hold Landlord harmless from and against any applicable systems shared by laboratory spaceclaims, including suits, causes of action, costs and fees, including, without limitation exhaust limitation, reasonable attorneys’ fees, arising from or connected with any such contamination, claim of contamination, loss or damage. The provisions of this Section 5.7 shall survive the expiration or termination of this Lease. No consent or approval of Landlord shall in any way be construed as imposing upon Landlord any liability for the means, methods, or manner of removal, containment or other ductwork, in or serving the Premises have been de-commissioned compliance with applicable Requirements for and with respect to the extent required byforegoing. The terms of this Section 5.7 shall apply to any transportation, and in accordance withhandling, applicable Laws and in accordance with best industry practice; (b) the interior surfaces storage, use or disposal of the Premises (including floors, walls, ceilings, and counters), piping, supply lines, waste lines and plumbing, and all such ACTIVE/91437610.6Hazardous Materials irrespective of whether Tenant has obtained Landlord’s consent therefor.

Hazardous Materials. Tenant and Landlord shall indemnify and hold the other and their Affiliates harmless from and against any and all claims, costs and liabilities (aincluding reasonable attorneys' fees) Landlord acknowledges that it is not the intent arising out of this Section 5.5 to prohibit Tenant from using the Premises for the Permitted Use. Tenant may operate its business according to prudent industry practices so long as the use or presence of Hazardous Materials is strictly and properly monitored by Tenant according to all then applicable Environmental Laws. As a material inducement to Landlord to allow Tenant to use Hazardous Materials in connection with any breach of its business, covenants under this Section. The parties' obligations under this Section 26 will survive the expiration or early termination of the Term and are further clarified below: 26.1 Tenant agrees to deliver to Landlord prior to the Commencement Date a list identifying each type of Hazardous Materials to be brought upon, kept, used, stored, handled, treated, generated on, or released or disposed of from, the Premises and setting forth any and all governmental approvals or permits required in connection with the presenceshall not transport, use, storagestore, handlingmaintain, treatmentgenerate, generationmanufacture, handle, dispose, release or discharge any "Hazardous Material" (as defined below) upon or about the Building or Land or permit Tenant, Tenant's Affiliates, employees, agents, contractors, invitees and other occupants of the Premises to engage in such activities upon or about the Building. 26.2 Tenant shall promptly notify Landlord of: (i) any enforcement, cleanup or other regulatory action taken or threatened by any governmental or regulatory authority with respect to the presence of any Hazardous Material on the Premises or the migration thereof from or to other property, (ii) any demands or claims made or threatened by any party relating to any loss or injury resulting from any Hazardous Material on the Premises, (iii) any release, discharge or nonroutine, improper or unlawful disposal or transportation of such any Hazardous Materials Material on or from the Premises or in violation of this Section, and ("iv) any matters where Tenant is required by Law to give a notice to any governmental or regulatory authority respecting any Hazardous Materials List")Material on the Premises. Upon request of LandlordLandlord shall have the right (but not the obligation) to join and participate, as a party, in any legal proceedings or actions affecting the Premises initiated in connection with any environmental, health or safety Law. At such times as Landlord may reasonably request, Tenant shall deliver provide Landlord with a written list, certified to Landlord an updated Hazardous Materials List within thirty (30) days following Landlord’s request. Tenant shall deliver to Landlord be true and correct copies complete, identifying any Hazardous Material then used, stored, or maintained upon the Premises, the use and approximate quantity of each such material, a copy of any material safety data sheet ("MSDS") issued by the permits, approvals, reports and correspondencemanufacturer therefor, and storage and management plans relating such other information as Landlord may reasonably require or as may be required by Law. The term "Hazardous Material" for purposes hereof shall mean any substance which is hazardous to any person, property, animal, or thing, including but not limited to: chemical, substance, material or waste or component thereof which is now or hereafter listed, defined or regulated as a hazardous or toxic chemical, substance, material or waste or component thereof by any federal, state or local governing or regulatory body having jurisdiction, or which would trigger any employee or community "right-to-know" requirements adopted by any such body, or for which any such body has adopted any requirements for the usepreparation or distribution of an MSDS. 26.3 If any Hazardous Material is released, storage, handling, treatment, generation, release discharged or disposal disposed of Hazardous Materials by Tenant at the Premises. At or any time following Tenant's receipt of a request from Landlord, Tenant shall promptly complete a "hazardous materials questionnaire" using the form then-provided by Landlord. At least three (3) months prior to the surrender other occupant of the Premises, or their employees, agents or contractors, on or about the Building, Tenant shall deliver immediately, properly and in compliance with applicable Laws clean up and remove the Hazardous Material from the Building and any other affected property and clean or replace any affected personal property (whether or not owned by Landlord), at Tenant's expense (without limiting Landlord's other remedies therefor) to Landlord a narrative description levels required by law for commercial properties. Such clean up and removal work shall be done in compliance with all laws and be subject to Landlord's prior written approval (except in emergencies), and shall include, without limitation, any testing, investigation, and the preparation and implementation of the actions proposed (or any remedial action plan required by any court or governmental authority) to be taken body having jurisdiction or reasonably required by Landlord. If Landlord or any Encumbrance holder or governmental body arranges for any tests or studies showing that this Section has been violated by Tenant, Tenant shall pay for the actual costs of such tests. If any Hazardous Material is released, discharged or disposed of on or about the Building and such release, discharge or disposal is not caused by Tenant in order to surrender the Premises (including any Alterations permitted by Landlord to remain in or other occupants of the Premises, or their employees, agents or contractors, such release, discharge or disposal shall be deemed casualty damage under Section 12 to the Improvements extent that the Premises are affected thereby; in such case, Landlord and Laboratory Reusable Installations) at Tenant shall have the expiration obligations and rights respecting such casualty damage provided under such Section 12. 26.4 Landlord represents to Tenant that Landlord has not used, and will not use during the Term of this Lease, the Building to treat, store, refine, process, or earlier termination of the Term, free from any residual impact from the Tenant’s use dispose of Hazardous Materials in violation of any applicable laws, and otherwise released for unrestricted use further represents that to the best of its knowledge, there are no releases nor have there ever been any releases of such Hazardous Materials at, on, or under the Building which would give rise to a cleanup or recommendation obligation under any applicable federal, state, or local environmental law, regulation, or ordinance under common law. It is understood that the Building contains ACM's. Landlord represents and occupancy consistent warrants that Landlord is undergoing an ACM Removal Program and that it will comply in all material respects with Tenant’s obligations under Section 5.5(e) below (all Laws in connection with the "Surrender Plan"). Tenant’s Surrender Plan shall state that, (a) (i) all laboratory spaceACM Removal Program and that the Premises will not contain asbestos in any form, including floors, walls, ceilings, counters, piping, supply lines, waste lines and plumbing in insulation or serving the Premises and all exhaust or other ductwork in or serving the Premises, and (ii) any applicable systems shared by laboratory space, including without limitation exhaust or other ductwork, in or serving the Premises have been de-commissioned to the extent required by, and in accordance with, applicable Laws and in accordance with best industry practice; (b) the interior surfaces of the Premises (including floors, walls, ceilings, and counters), piping, supply lines, waste lines and plumbing, and all such ACTIVE/91437610.6flooring.

Hazardous Materials. (a) Landlord acknowledges that it is Tenant shall not transport, use, store, maintain, generate, manufacture, handle, dispose, release or discharge any "Hazardous Material" (as defined below) upon or about the intent Property, nor permit Tenant's employees, agents, contractors, and other occupants of this Section 5.5 to prohibit Tenant from using the Premises for to engage in such activities upon or about the Permitted UseProperty. Tenant may operate its business according However, the foregoing provisions shall not prohibit the transportation to prudent industry practices so long as the use or presence of Hazardous Materials is strictly and properly monitored by Tenant according to all then applicable Environmental Laws. As a material inducement to Landlord to allow Tenant to use Hazardous Materials in connection with its business, Tenant agrees to deliver to Landlord prior to the Commencement Date a list identifying each type of Hazardous Materials to be brought upon, kept, used, stored, handled, treated, generated on, or released or disposed of from, the Premises and setting forth any and all governmental approvals or permits required in connection with the presence, use, storage, handlingmaintenance and handling within, treatment, generation, release or disposal of such Hazardous Materials on or from the Premises of substances customarily used in offices ("Hazardous Materials List"or such other business or activity expressly permitted to be undertaken in the Premises under Paragraph 5). Upon request of Landlord, Tenant ; provided that such substances shall deliver to Landlord an updated Hazardous Materials List within thirty (30) days following Landlord’s request. Tenant shall deliver to Landlord true be used and correct copies of the permits, approvals, reports and correspondence, and storage and management plans relating to the use, storage, handling, treatment, generation, release or disposal of Hazardous Materials by Tenant at the Premises. At any time following Tenant's receipt of a request from Landlord, Tenant shall promptly complete a "hazardous materials questionnaire" using the form then-provided by Landlord. At least three (3) months prior to the surrender maintained only in such quantities as are reasonably necessary for such permitted use of the Premises, Tenant strictly in accordance with applicable law and the manufacturers' instructions thereto, and any remaining such substances shall deliver to Landlord a narrative description of be completely, properly and lawfully removed from the actions proposed (or required by any governmental authority) to be taken by Tenant in order to surrender the Premises (including any Alterations permitted by Landlord to remain in the Premises, the Improvements and Laboratory Reusable Installations) at the Property upon expiration or earlier termination of the Term, free from any residual impact from the Tenant’s use of Hazardous Materials and otherwise released for unrestricted use and occupancy consistent with Tenant’s obligations under Section 5.5(ethis Lease. (b) below (the "Surrender Plan"). Tenant’s Surrender Plan Tenant shall state that, (a) promptly notify Landlord of: (i) all laboratory spaceany enforcement, including floors, walls, ceilings, counters, piping, supply lines, waste lines and plumbing in cleanup or serving other regulatory action taken or threatened by any governmental or regulatory authority with respect to the presence of any Hazardous Material on the Premises and all exhaust or the migration thereof from or to other ductwork in property, (ii) any demands or serving claims made or threatened by any party against Tenant or the Premises relating to any loss or injury resulting from any Hazardous Material, (iii) any release, discharge or nonroutine, improper or unlawful disposal or transportation of any Hazardous Material on or from the Premises, and (iiiv) any applicable systems shared matters where Tenant is required by laboratory spacelaw to give a notice to any governmental regulatory authority respecting any Hazardous Materials on the Premises. Landlord shall have the right (but not the obligation) to join and participate, including without limitation exhaust or other ductworkas a party, in any legal proceedings or serving actions affecting the Premises have been de-commissioned to initiated in connection with any environmental, health or safety law. At such times as Landlord may reasonably request, Tenant shall provide Landlord with a written list identifying any Hazardous Material then used, stored, or maintained upon the extent required byPremises, the use and approximate quantity of each such material, a copy of any material safety data sheet ("MSDS") issued by the manufacturer therefor, written information concerning the removal, transportation and disposal of the same, and in accordance withsuch other information as Landlord may reasonably require or as may be required by law. The term "Hazardous Material" for purposes hereof shall mean any chemical, applicable Laws and in accordance with best industry practice; (b) the interior surfaces substance, material or waste or component thereof which is now or hereafter listed, defined or regulated as a hazardous toxic chemical, substance, material or waste or component thereof by any federal, state or local governing or regulatory body having jurisdiction, or which would trigger any employee or community "right-to-know" requirements adopted by any such body, for which any such body has adopted any requirements of the Premises (including floors, walls, ceilings, and counters), piping, supply lines, waste lines and plumbing, and all such ACTIVE/91437610.6preparation or distribution of an MSDS.

Hazardous Materials. (a) Landlord acknowledges that it is not Tenant may use chemicals such as adhesives, lubricants, ink, solvents and cleaning fluids of the intent of this Section 5.5 kind and in amounts and in the manner customarily found and used in business offices in order to prohibit Tenant from using conduct its business at the Premises for and to maintain and operate the Permitted Use. business machines located in the Premises, provided Tenant may operate its business according to prudent industry practices so long as the use or presence of Hazardous Materials is strictly and properly monitored by Tenant according to complies with all then applicable Environmental Laws. As a material inducement to Landlord to allow Tenant to use shall not use, store, handle, treat, transport, release or dispose of any other Hazardous Materials in connection with its business, Tenant agrees to deliver to Landlord prior to the Commencement Date a list identifying each type of Hazardous Materials to be brought upon, kept, used, stored, handled, treated, generated on, on or released or disposed of from, about the Premises and setting forth any and all governmental approvals or permits required the Property without Landlord's prior written consent, which Landlord may withhold or condition in connection with the presence, use, storage, Landlord's sole discretion. (b) Any handling, treatment, generationtransportation, release storage, disposal or disposal use of Hazardous Materials by Tenant in or about the Premises or the Property and Tenant's use of the Premises shall comply with all applicable Environmental Laws. Tenant shall, within ten (10) Business Days of Landlord's written request therefor, disclose in writing all Hazardous Materials that are being used by Tenant in the Premises, the nature of such Hazardous Materials on or from use and the Premises ("Hazardous Materials List")manner of storage and disposal. Upon request of Without Landlord's prior written consent, Tenant shall deliver not conduct any sampling or investigation of soil or groundwater on the Property to Landlord an updated Hazardous Materials List within thirty determine the presence of any constituents therein. (30c) days following Landlord’s request. Tenant shall deliver indemnify, defend upon demand with counsel reasonably acceptable to Landlord true and correct copies of the permits, approvals, reports and correspondenceLandlord, and storage hold Landlord harmless from and management plans relating to against, any liabilities, losses claims, damages, interest, penalties, fines, attorneys' fees, experts' fees, court costs, remediation costs, and other expenses which result from the use, storage, handling, treatment, generationtransportation, release, threat of release or disposal of Hazardous Materials in or about the Premises or the Property by Tenant at the Premises. At any time following or Tenant's receipt agents, employees, contractors or invitees. The provisions of a request from Landlord, Tenant this PARAGRAPH (C) shall promptly complete a "hazardous materials questionnaire" using the form then-provided by Landlord. At least three (3) months prior to the surrender of the Premises, Tenant shall deliver to Landlord a narrative description of the actions proposed (or required by any governmental authority) to be taken by Tenant in order to surrender the Premises (including any Alterations permitted by Landlord to remain in the Premises, the Improvements and Laboratory Reusable Installations) at survive the expiration or earlier termination of the Term, free from any residual impact from the Tenant’s use this Lease. (d) Tenant shall give written notice to Landlord as soon as reasonably practicable of Hazardous Materials and otherwise released for unrestricted use and occupancy consistent with Tenant’s obligations under Section 5.5(e) below (the "Surrender Plan"). Tenant’s Surrender Plan shall state that, (a) (i) all laboratory space, including floors, walls, ceilings, counters, piping, supply lines, waste lines and plumbing in or serving any communication received by Tenant from any governmental authority concerning Hazardous Materials which relates to the Premises and all exhaust or other ductwork in or serving the PremisesProperty, and (ii) any applicable systems shared by laboratory space, including without limitation exhaust or other ductwork, in or serving the Premises have been de-commissioned to the extent required by, and in accordance with, applicable Laws and in accordance with best industry practice; (b) the interior surfaces Environmental Condition of the Premises (including floors, walls, ceilings, and counters), piping, supply lines, waste lines and plumbing, and all such ACTIVE/91437610.6which Tenant is aware.

Hazardous Materials. The Borrower and each of its Subsidiaries have obtained all permits, licenses and other authorizations which are required under all Environmental Laws, except to the extent failure to have any such permit, license or authorization would not, individually or in the aggregate, have a Material Adverse Effect. The Borrower and each of its Subsidiaries are in compliance with the terms and conditions of all such permits, licenses and authorizations, and are also in compliance with all other limitations, restrictions, conditions, standards, prohibitions, requirements, obligations, schedules and timetables contained in any applicable Environmental Law or in any regulation, code, plan, order, decree, judgment, injunction, notice or demand letter issued, entered, promulgated or approved thereunder, except to the extent failure to comply would not, individually or in the aggregate, have a Material Adverse Effect. In addition, except as set forth in Schedule VII hereto: (a) Landlord acknowledges that it No notice, notification, demand, request for information, citation, summons or order has been issued, no complaint has been filed, no penalty has been assessed and no investigation or review is not the intent of this Section 5.5 to prohibit Tenant from using the Premises for the Permitted Use. Tenant may operate its business according to prudent industry practices so long as the use or presence of Hazardous Materials is strictly and properly monitored by Tenant according to all then applicable Environmental Laws. As a material inducement to Landlord to allow Tenant to use Hazardous Materials in connection with its businesspending or, Tenant agrees to deliver to Landlord prior to the Commencement Date a list identifying each type best knowledge of Hazardous Materials the Borrower and its Subsidiaries, threatened by any Person with respect to be brought uponany alleged failure by the Borrower or any of its Subsidiaries to have any permit, kept, used, stored, handled, treated, generated on, license or released or disposed of from, the Premises and setting forth any and all governmental approvals or permits authorization required in connection with the presenceconduct of the business of the Borrower or any of its Subsidiaries or with respect to any generation, treatment, storage, recycling, transportation, use, storagedisposal or Release of any Hazardous Materials generated by the Borrower or any of its Subsidiaries. (b) To the best of the knowledge of the Borrower and its Subsidiaries, handlingneither the Borrower nor any of its Subsidiaries has handled any Hazardous Material, treatmentother than as a generator, generationon any property now or previously owned or leased by the Borrower or any of its Subsidiaries to an extent that it has, release or disposal may reasonably be expected to have, a Material Adverse Effect and to the best knowledge of the Borrower and its Subsidiaries: (i) no polychlorinated biphenyls are present at any property currently owned or any premises currently leased by the Borrower or any of its Subsidiaries; (ii) no friable asbestos is present at any property currently owned or any premises currently leased by the Borrower or any of its Subsidiaries; (iii) no underground storage tanks for Hazardous Materials, active or abandoned, are now or were previously operated at any property currently owned by the Borrower or any of its Subsidiaries, and, with respect to premises currently leased by the Borrower or any of its Subsidiaries, no underground storage tanks for Hazardous Materials, active or abandoned, are now or were previously operated by the Borrower or any of its Subsidiaries, except for certain tanks used for the storage of heating oil or unleaded gasoline; (iv) no Hazardous Materials have been Released, in a reportable quantity, where such a quantity has been established by statute, ordinance, rule, regulation or order, at, on or under any property now or previously owned by the Borrower or any of its Subsidiaries; and (v) no Hazardous Materials have been otherwise Released at, on or under any property now or previously owned or any premises now or currently leased by the Borrower or any of its Subsidiaries to an extent that it has, or may reasonably be expected to have, a Material Adverse Effect. (c) Neither the Borrower nor any of its Subsidiaries has transported or arranged for the transportation of any Hazardous Material to any location that is listed on the National Priorities List ("NPL") under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended ("CERCLA"), listed for possible inclusion on the NPL by the Environmental Protection Agency in the Comprehensive Environmental Response and Liability Information System, as provided for by 40 C.F.R. ss. 300.5 ("CERCLIS"), or on any similar state or local list or that is the subject of Federal, state or local enforcement actions or other investigations that may lead to Environmental Claims against the Borrower or any of its Subsidiaries. (d) No Hazardous Material generated by the Borrower or any of its Subsidiaries has been recycled, treated, stored, disposed of or Released by the Borrower or any of its Subsidiaries at any location other than those listed in Schedule VII hereto, except for certain tanks used for the storage of heating oil or unleaded gasoline. (e) No oral or written notification of a Release of a Hazardous Material has been filed by or on behalf of the Borrower or any of its Subsidiaries and no property now, or to the best knowledge of the Borrower previously, owned or premises leased by the Borrower or any of its Subsidiaries is listed or proposed for listing on the National Priorities list promulgated pursuant to CERCLA, on CERCLIS or on any similar state list of sites requiring investigation or clean-up. (f) There are no Liens arising under or pursuant to any Environmental Laws on any of the property owned or premises leased by the Borrower or any of its Subsidiaries, and no government actions have been taken or are in process which could subject any of such Hazardous Materials on property to such Liens and neither the Borrower nor any of its Subsidiaries would be required to place any notice or from the Premises ("Hazardous Materials List"). Upon request of Landlord, Tenant shall deliver to Landlord an updated Hazardous Materials List within thirty (30) days following Landlord’s request. Tenant shall deliver to Landlord true and correct copies of the permits, approvals, reports and correspondence, and storage and management plans restriction relating to the use, storage, handling, treatment, generation, release or disposal presence of Hazardous Materials at any property owned by Tenant at it in any deed to such property. (g) Neither the Premises. At Borrower nor any time following Tenant's receipt of a request from Landlord, Tenant shall promptly complete a "hazardous materials questionnaire" using the form then-provided by Landlord. At least three its Subsidiaries has retained or assumed any liabilities (3contingent or otherwise) months prior to the surrender in respect of the Premises, Tenant shall deliver to Landlord a narrative description of the actions proposed (or required by any governmental authority) to be taken by Tenant in order to surrender the Premises (including any Alterations permitted by Landlord to remain in the Premises, the Improvements and Laboratory Reusable Installations) at the expiration or earlier termination of the Term, free from any residual impact from the Tenant’s use of Hazardous Materials and otherwise released for unrestricted use and occupancy consistent with Tenant’s obligations under Section 5.5(e) below (the "Surrender Plan"). Tenant’s Surrender Plan shall state that, (a) Environmental Claims (i) all laboratory space, including floors, walls, ceilings, counters, piping, supply lines, waste lines and plumbing in under the terms of any contract or serving the Premises and all exhaust agreement or other ductwork in or serving the Premises, and (ii) any applicable systems shared by laboratory spaceoperation of law as a result of the sale of assets or stock. (h) There have been no environmental investigations, including without limitation exhaust studies, audits, tests, reviews or other ductwork, analyses conducted by or which are in the possession of the Borrower or serving any of its Subsidiaries in relation to any property or facility now or previously owned or leased by the Premises Borrower or any of its Subsidiaries which have not been de-commissioned made available to the extent required by, and in accordance with, applicable Laws and in accordance with best industry practice; (b) the interior surfaces of the Premises (including floors, walls, ceilings, and counters), piping, supply lines, waste lines and plumbing, and all such ACTIVE/91437610.6Lenders.

Hazardous Materials. Tenant shall not (a) Landlord acknowledges that it is not introduce on or transfer to or store on the intent Premises, the Building or the Complex or use on the Premises, any Hazardous Materials (as hereinafter defined), except such Hazardous Materials in such amounts as are reasonably necessary for the conduct of this Section 5.5 the Permitted Uses, and then only in compliance with all Environmental and Health Laws (as hereinafter defined) and the terms and conditions of recommendations, policies or requirements of any insurer of the Building of Complex ("INSURANCE CONDITIONS"); (b) dump, flush or otherwise dispose of any Hazardous Materials into the drainage, sewage or waste disposal systems serving the Premises, the Building or the Complex, except in compliance with Environmental and Health Laws and Insurance Conditions; (c) release, spill or dispose of any Hazardous Materials in or on the Premises, the Building or the Complex, or (d) transfer any Hazardous Materials from the Premises to prohibit Tenant any other location (except the transfer of such Hazardous Materials expressly permitted to be used on the Premises from using the Premises for the Permitted Usedisposal and then only in compliance with all Environmental and Health Laws and Insurance Conditions). Tenant may operate its business according agrees that if it or anyone claiming under it shall transfer to prudent industry practices so long as the Premises, store, use or presence dispose (except to the extent expressly permitted above), generate, release, threaten release or spill, any Hazardous Materials, it shall forthwith remove the same, at its sole cost and expense, in the manner provided by all applicable Environmental and Health Laws, regardless of when such Hazardous Materials is strictly and properly monitored shall be discovered. Furthermore, Tenant shall pay any fines, penalties or other assessments imposed by Tenant according any governmental agency with respect to all then applicable Environmental Laws. As a material inducement to Landlord to allow Tenant to use any such Hazardous Materials and shall forthwith repair and restore any portion of the Premises, the Building or the Complex which it shall disturb in connection with its business, so removing any such Hazardous Materials to the condition which existed prior to Tenant's disturbance thereof. Tenant agrees to deliver promptly to Landlord prior any notices, orders or similar documents received from any governmental agency or official concerning any violation of any Environmental and Health Laws or with respect to the Commencement Date a list identifying each type of any Hazardous Materials to be brought upon, kept, used, stored, handled, treated, generated on, or released or disposed of fromaffecting the Premises, the Building or the Complex. In addition, Tenant shall, within ten (10) days of receipt, accurately complete any questionnaires from Landlord or other informational requests relating to Tenant's use of the Premises and setting forth any and all governmental approvals or permits required and, in connection with the presenceparticular, to Tenant's use, storage, handling, treatment, generation, release or disposal of such Hazardous Materials on or from the Premises ("Hazardous Materials List"). Upon request of Landlord, Tenant shall deliver to Landlord an updated Hazardous Materials List within thirty (30) days following Landlord’s request. Tenant shall deliver to Landlord true and correct copies of the permits, approvals, reports and correspondence, and storage and management plans relating to the use, storage, handling, treatment, generation, release or and/or disposal of Hazardous Materials by Tenant at at, to, or from the Premises. At any time following Tenant's receipt For purposes of a request from Landlord, Tenant shall promptly complete a "hazardous materials questionnaire" using the form then-provided by Landlord. At least three (3) months prior to the surrender of the Premises, Tenant shall deliver to Landlord a narrative description of the actions proposed (or required by any governmental authority) to be taken by Tenant in order to surrender the Premises (including any Alterations permitted by Landlord to remain in the Premisesthis Lease, the Improvements term "HAZARDOUS MATERIALS" shall mean and Laboratory Reusable Installations) at include any Excepted Waste (as defined in Section 5.3 of this Lease), asbestos and asbestos-containing materials, air pollutants or contaminants, crude and refined oil and the expiration products and by-products of oil and petroleum, radioactive, biological, medical or earlier termination of the Terminfectious wastes or materials, free from and any residual impact from the Tenant’s use of Hazardous Materials other toxic or hazardous wastes, materials and otherwise released for unrestricted use and occupancy consistent with Tenant’s obligations under Section 5.5(e) below (the "Surrender Plan"). Tenant’s Surrender Plan shall state thatsubstances which are defined, (a) (i) all laboratory spacedetermined or identified as a hazardous substance or hazardous waste, including floorsextremely hazardous waste, wallsinfectious waste, ceilingsnon-RCRA waste, countersretrograde material, pipingrestricted hazardous waste, supply linesvolatile organic compound, waste lines or similarly defined, determined or identified in any Environmental and plumbing Health Laws, or in any judicial or serving the Premises administrative interpretation of Environmental and all exhaust or other ductwork in or serving the Premises, and (ii) any applicable systems shared by laboratory space, including without limitation exhaust or other ductwork, in or serving the Premises have been de-commissioned to the extent required by, and in accordance with, applicable Laws and in accordance with best industry practice; (b) the interior surfaces of the Premises (including floors, walls, ceilings, and counters), piping, supply lines, waste lines and plumbing, and all such ACTIVE/91437610.6Health Laws.

Hazardous Materials. For purposes of this Lease, "Hazardous Material" means any pollutant or contaminant or hazardous, dangerous or toxic chemicals, materials, or substances within the meaning of any applicable federal, state, or local law, regulation, ordinance, or requirement (aincluding consent decrees and administrative orders) relating to or imposing liability or standards of conduct concerning any hazardous, toxic or dangerous waste substance or material, all as amended or hereafter amended. Hazardous Material shall also include, without limitation, crude oil or any fraction thereof, any radioactive material, asbestos in any form or condition, radon, polychlorinated biphenyls ("PCBs") or substances or compounds containing PCBs, medical waste and noxious chemicals used in any construction on the Premises. Tenant agrees not to keep in or on the Premises any inflammable, combustible or explosive substance nor any substance which would create or tend to create a dangerous or combustible condition (other than cleaning products and other substances of the sort and in quantities customarily kept in similar operations provided same are kept and used in accordance with applicable laws). Tenant agrees not to cause or allow the presence, storage, use, maintenance or removal of Hazardous Materials in or about the Premises without Landlord's prior written consent. If Tenant's business requires use or possession of Hazardous Materials, Tenant must advise Landlord acknowledges that and obtain Landlord's written consent before bringing any Hazardous Materials onto or creating such condition on or within the Premises. If Tenant uses or maintains Hazardous Materials on or in the Premises, Tenant agrees to handle, store, transport and dispose of all Hazardous Materials at Tenant's sole cost and expense in accordance with all then-existing local, state and federal rules and laws. Provided it is not lawful to do so, Tenant agrees to enter into a contract(s) with a company certified to handle the intent Hazardous Materials for the transport and disposal of this Section 5.5 all Hazardous Materials from the Premises. A copy of all such contracts and all renewals must be provided to prohibit Landlord. Landlord may, at Landlord's sole option, now or in the future, obtain a report from an environmental consultant of Landlord's choice as to whether Tenant from has been or is currently using any part of the Premises for the Permitted Use. Tenant may operate its business according to prudent industry practices so long as the use improper use, handling, storage, transportation or presence disposal of Hazardous Materials is strictly and properly monitored by Tenant according to all then applicable Environmental LawsMaterials. As a material inducement to Landlord to allow Tenant to use If any such report indicates such improper use, handling, storage, transportation or disposal of Hazardous Materials in connection with its businessMaterials, Tenant agrees to deliver to immediately reimburse Landlord prior for the cost of obtaining the environmental report, and, in addition, Landlord may require that all violations of the law with respect to the Commencement Date a list identifying each type of Hazardous Materials be corrected and/or that Tenant obtains all necessary environmental permits and approvals. If Tenant fails to be brought uponcorrect any such violation(s) of law and/or fails to obtain such necessary permits within a reasonable time after demand from Landlord, kept, used, stored, handled, treated, generated on, or released or disposed of from, then Landlord may declare this Lease in default and/or may cause the Premises and setting forth any and all governmental approvals or permits required in connection with surrounding areas to be freed from the presence, use, storage, handling, treatment, generation, release or disposal of such Hazardous Materials on or from the Premises ("Hazardous Materials List"). Upon request of Landlord, Tenant shall deliver to Landlord an updated Hazardous Materials List within thirty (30) days following Landlord’s request. Tenant shall deliver to Landlord true and correct copies of the permits, approvals, reports and correspondence, and storage and management plans relating to the use, storage, handling, treatment, generation, release or disposal of Hazardous Materials by Tenant at the Premises. At any time following Tenant's receipt of a request sole cost and expense which Tenant agrees to pay on demand from Landlord, Tenant shall promptly complete a "hazardous materials questionnaire" using the form then-provided by Landlord. At least three (3) months prior to the surrender of the Premises, Tenant shall deliver to Landlord a narrative description of the actions proposed (or required by any governmental authority) to be taken by Tenant in order to surrender the Premises (including any Alterations permitted by Landlord to remain in the Premises, the Improvements and Laboratory Reusable Installations) at the expiration or earlier termination of the Term, free from any residual impact from the Tenant’s use of Hazardous Materials and otherwise released for unrestricted use and occupancy consistent with Tenant’s obligations under Section 5.5(e) below (the "Surrender Plan"). Tenant’s Surrender Plan shall state that, (a) (i) all laboratory space, including floors, walls, ceilings, counters, piping, supply lines, waste lines and plumbing in or serving the Premises and all exhaust or other ductwork in or serving the Premises, and (ii) any applicable systems shared by laboratory space, including without limitation exhaust or other ductwork, in or serving the Premises have been de-commissioned to the extent required by, and in accordance with, applicable Laws and in accordance with best industry practice; (b) the interior surfaces of the Premises (including floors, walls, ceilings, and counters), piping, supply lines, waste lines and plumbing, and all such ACTIVE/91437610.6as additional rent.

Hazardous Materials. Except as otherwise set forth in Paragraph 1(b) of the Lease, Tenant agrees that Tenant, its agents and contractors shall not use, manufacture, store or dispose of any flammable explosives, radioactive materials, hazardous wastes or materials, toxic wastes or materials, or other similar substances (acollectively “Hazardous Materials”) Landlord acknowledges on under or about the Premises, provided that it is not the intent of this Section 5.5 to prohibit Tenant from using the Premises for the Permitted Use. Tenant may operate its business according to prudent industry practices so long as the handle, store, use or presence dispose of products (i) containing small quantities or Hazardous Materials is strictly Materials, which products are of a type customarily found in offices and properly monitored by households (such as aerosol cans containing insecticides, toner for copiers, paints, pain remover, and the like), provided further that Tenant according to all then applicable Environmental Laws. As a material inducement to Landlord to allow Tenant to shall handle, store, use and dispose of any, such Hazardous Materials in connection with its business, Tenant agrees to deliver to Landlord prior to the Commencement Date a list identifying each type of safe and lawful manner and shall not allow such Hazardous Materials to be brought uponcontaminate the Premises or the environment; or (ii) necessary to conduct the Permitted Use of the Premises described in Paragraph 1(b). If Landlord, keptin its sole discretion, usedbelieves that the Premises or the environment have become contaminated with Hazardous Materials, storedin breach of the provisions of this Lease, handledLandlord, treatedin addition to its other rights under this Lease, generated on, or released or disposed of from, may enter upon the Premises and setting forth obtain samples from the Premises, including the soil and groundwater under the Premises, for the purposes of analyzing the same to determine whether and to what extend the Premises or the environment have become so contaminated, Tenant shall reimburse Landlord for the reasonable costs of such inspection, sampling and analysis. Without limiting the above, Tenant shall indemnify and hold harmless Landlord from and against any and all governmental approvals claims, losses, liabilities, damages, costs and expenses, including without limitation, reasonable attorneys fees and costs, arising out of or permits required in connection any way connected with the presenceuse, usemanufacture, storage, handling, treatment, generation, release or disposal of such Hazardous Materials on or from the Premises ("Hazardous Materials List"). Upon request of Landlord, Tenant shall deliver to Landlord an updated Hazardous Materials List within thirty (30) days following Landlord’s request. Tenant shall deliver to Landlord true and correct copies of the permits, approvals, reports and correspondence, and storage and management plans relating to the use, storage, handling, treatment, generation, release or disposal of Hazardous Materials by Tenant, its agents or contractors on, under or about the Premises including, without limitation, the cost of any required or necessary repair, cleanup or detoxification and the preparation of any closure or other required plans in connection herewith. The indemnity obligations of Tenant under this clause shall survive any termination of the Lease. ALL THAT CERTAIN tract of land located in Upper Macungie Township, Lehigh County, Pennsylvania known as Lot 3, as shown on and described in accordance with a Minor Subdivision Plan for Agere Systems, Inc., prepared by ▇▇▇▇▇ ▇▇▇▇▇ & Associates, Inc., Tradetown, Pennsylvania, dated October 22, 2001, last revised February, 29, 2002 and recorded at Lehigh County Document ID No. 7025857, Document ID No. 7025858, Document ID No. 7025859, on August 28, 2002; and Document ID No. 7049645 on December 13, 2002, bounded and described as follows to with. BEGINNING at the Premises. At any time intersection of the Northerly ultimate right of way line of S.R. 0222 (100 foot right of way and the Easterly property line of lot 1 as shown on aforesaid Minor Subdivision Plan, thence along the lands of said Lot 1 the following Tenant's receipt seven coursed and distances: (1) North 16 degrees 30 minutes 00 seconds East, 177.27 feet; (2) along a circular curve to the right, having a radius of 530.00 feet and a request from Landlordcentral angle of 28 degrees 10 minutes 08 seconds (chord bearing and distance of North 30 degrees 35 minutes 04 seconds East, Tenant shall promptly complete a "hazardous materials questionnaire" using 257.95 feet), the form then-provided by Landlord. At least three arc length of 260.57 feet; (3) months prior North 44 degrees 40 minutes 08 seconds East, 55.66 feet; (4) along a circular curve to the surrender right, having a radius of 418.06 feet and a central angle of 38 degrees 56 minutes 58 seconds (chord bearing and distance of North 25 degrees 51 minutes 23 seconds West 278.75 feet), the arc length of 284.20 feet; (5) North 06 degrees 22 minutes 55 seconds West 105.56 feet; (6) along a circular curve to the left, having a radius of 275.00 feet and a central angle of 87 degrees 16 minutes 23 seconds (chord bearing and distance of North 50 degrees 01 minute 06 seconds West, 379.55 feet); the arc length of 418.88 feet, (7) North 03 degrees 39 minutes 18 seconds West, 50.00 feet to the Southerly ultimate right of way line of ▇▇▇▇ ▇▇▇▇ Road the following sixteen courses and distances: (1) North 86 degrees 20 minutes 42 seconds East, 558.25 feet; (2) North 86 degrees 35 minutes 18 seconds East, 572.50 feet; (3) along a circular curve to the right, having a radius of 1,155.00 feet and a central angle of 06 degrees 51 minutes 26 seconds (chord bearing and distance of South 89 degrees 58 minutes 59 seconds East, 138.15 feet), the arc length of 138.23 feet; (4) South 86 degrees 33 minutes 16 seconds East, 348.58 feet; (5) along a circular curve to the left, having a radius of 830.00 feet and a central angle of 03 degrees 29 minutes 59 seconds (chord bearing and distance of South 88 degrees 18 minutes 16 seconds East 50.69 feet); the arc length of 50.70 feet; (6) North 89 degrees 56 minutes 44 seconds East, 206.85 feet; (7) along a circular curve to the right having a radius of 755.00 feet and a central angle of 24 degrees 08 minutes 38 seconds (chord bearing and distance of South 77 degrees 58 minutes 57 seconds East, 315.80 feet); the arc length of 318.15 feet; (8) South 65 degrees 54 minutes 39 seconds East, 682.47 feet; (9) along a circular curve to the left, having a radius of 1,280.00 feet and a central angle of 02 degrees 13 minutes 29 seconds (chord bearing and distance of South 67 degrees 01 minutes 24 seconds East, 49.70 feet), the arc length or 49.70 feet; (10) South 68 degrees 08 minutes 09 seconds East, 431.15 feet; (11) along a circular curve to the right, having a radius of 230.00 feet and a central angle of 34 degrees 33 minutes 46 seconds (chord bearing and distance of South 50 degrees 51 minutes 14 seconds East, 136.65 feet); the arc length of 138.74 feet, (12) along a circular curve to the left, having a radius of 318.34 feet and a central angle of 29 degrees 51 minutes 07 seconds (chord bearing and distance of South 48 degrees 29 minutes 53 seconds East, 163.99 feet), the arc length of 165.86 feet; (13) South 63 degrees 25 minutes 27 seconds East, 406.25 feet; (14) South 62 degrees 09 minutes 53 seconds East, 329.07 feet; (15) along a circular curve to the left, having a radius of 2,130.00 feet and a central angle of 03 degrees 43 minutes 28 seconds (chord bearing and distance of South 64 degrees 01 minute 37 seconds, East, 138.43 feet), the arc length or 138.46 feet; (16) South 65 degrees 53 minutes 21 seconds East, 191.84 feet to the Westerly property line of lands of ▇▇▇▇▇ ▇. ▇▇▇▇; thence along said lands of ▇▇▇▇▇ ▇. ▇▇▇▇ the following five courses and distances; (1) South 27 degrees 44 minutes 28 seconds West, 168.94 feet; (2) south 66 degrees 31 minutes 26 seconds East 70.70 feet; (3) South 24 degrees 57 minutes 00 seconds West, 89.86 feet; (4) South 71 degrees 56 minutes 50 seconds East, 92.88 feet; (5) North 70 degrees 46 minutes 14 seconds East, 173.55 feet to the Westerly property line of Lot 2 as shown on aforesaid Minor Subdivision Plan, thence along said property line of ▇▇▇ ▇, ▇▇▇▇▇ ▇▇ degrees 29 minutes 13 seconds West, 971.56 feet to the aforesaid Northerly ultimate right of way line of S.R. 0222 (100 foot right of way); thence along said Northerly ultimate right of way line of S.R. 0222, North 73 degrees 30 minutes 47 seconds West, 457.51 feet to the Easterly property line of the Premiseslands of ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇, thence along said lands of ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ the following three courses and distances (1) North 16 degrees 29 minutes 04 seconds East, 150.01 feet; (2) North 73 degrees 29 minutes 16 seconds West, 193.10 feet; (3) South 03 degrees 12 minutes 45 seconds West, 134.01 feet to the aforesaid Northerly ultimate right of way line of S.R. 0222, thence along said right of way North 73 degrees 30 minutes 00 seconds West, 3,717.44 feet to the point of beginning. BEING Tax Parcel No. 545408213261-1. Tenant accepts the Premises in As-is / where-is condition. Landlord shall deliver have no responsibility to perform any tenant improvements. Facility Manager — ▇▇▇▇▇ ▇▇▇▇▇▇ $ 110,000 $ 0 $ 110,000 ▇. ▇▇▇▇▇▇ to Anthem, terms to be agreed Property Insurance (ordinary hazard) $ 112,000 $ 0 $ 112,000 Property Taxes $ 706,908 $ 0 $ 706,908 Landscaping service/snow removal $ 50,000 $ 0 $ 50,000 Diesel fire pump service $ 3,000 $ 0 $ 3,000 Cost to maintain sprinkler pump Pest control $ 2,500 $ 0 $ 2,500 Elevator service $ 12,000 $ 0 $ 12,000 $ 996,408 $ 0 $ 996,408 Berkshire fire detection system $ 25,000 $ 16,675 $ 8,325 Fire extinguisher and hose rack service $ 7,000 $ 4,632 $ 2,331 Natural Gas $ 600,000 $ 500,000 $ 100,000 Public water supply-LCA $ 80,000 $ 80,000 $ 0 Sewer service — UMT $ 100,000 $ 100,000 $ 0 Electric-estimated (5) $ 1,200,000 $ 1,150,000 $ 50,000 Boiler inspection — dept. of labor $ 1,000 $ 1,000 $ 0 Chiller service $ 35,000 $ 35,000 $ 0 Boiler service $ 40,000 $ 40,000 $ 0 $ 2,088,000 $ 1,927,337 $ 160,658 Subtotal $ 3,084,408 $ 1,927,337 $ 1,157,064 Salaries/Contracts $ 300,000 $ 300,000 $ 0 Salaries-staff $ 200,000 $ 200,000 $ 0 Copiers $ 15,000 $ 15,000 $ 0 Janitorial services $ 75,000 $ 75,000 $ 0 Bulk Gases $ 425,000 $ 425,000 $ 0 Fuel oil $ 0 $ 0 $ 0 Recycling $ 3,000 $ 3,000 $ 0 Emergency generator service $ 3,000 $ 3,000 $ 0 UPS service- Liebert $ 8,000 $ 8,000 $ 0 Water treatment $ 15,000 $ 15,000 $ 0 GE - emergency switchgear service $ 10,000 $ 10,000 $ 0 Combustible gas monitor service $ 13,000 $ 13,000 $ 0 Wastewater sampling service $ 3,000 $ 3,000 $ 0 Chemical disposal service $ 10,000 $ 10,000 $ 0 DI water system $ 8,000 $ 8,000 $ 0 Motor generator UPS service $ 7,000 $ 7,000 $ 0 Scales air compressor part/service $ 15,000 $ 15,000 $ 0 Siemens BAS/security system $ 35,000 $ 35,000 $ 0 Vibration analysis on fans and pumps $ 7,000 $ 7,000 $ 0 Trash and paper recycling $ 10,000 $ 10,000 $ 0 Water softener salt $ 10,000 $ 10,000 $ 0 MDA monitor maint. $ 8,000 $ 8,000 $ 0 Misc. parts end repairs $ 50,000 $ 50,000 $ 0 Security systems $ 5,000 $ 5,000 $ 0 EH&S $ 25,000 $ 25,000 $ 0 $ 1,260,000 $ 1,260,000 $ 0 THIS GUARANTY OF LEASE is attached to and is hereby made a part of that certain Lease Agreement dated 2005 (the “Lease”), between CyOptics, Inc. (“Tenant”) and TriQuint Optoelectronics, Inc., whose interest as lessor is being assigned to (“Landlord”) by an assignment dated of even date herewith (the “Assignment”). FOR VALUE RECEIVED and in consideration of and as an inducement to Landlord a narrative description entering into the Assignment, the undersigned guarantor, TriQuint Semiconductor, Inc. (“Guarantor”), unconditionally and continuously guarantees to Landlord, its successors and assigns, the full and timely payment by Tenant of all Annual Base Rent due and owing under the Lease from and after the date hereof dining the Initial Term, as those capitalized terms are defined in the Lease, or until the Lease is assigned or the Premises are sublet by Tenant. This Guaranty and the obligations of Guarantor hereunder shall not be terminated or impaired by reason of the actions proposed (or required by any governmental authority) to be taken by Tenant in order to surrender the Premises (including any Alterations permitted granting by Landlord of any indulgences to remain in Tenant or the Premisesassertion by Landlord against Tenant of any of Landlord’s rights or remedies under the Lease, or by the Improvements and Laboratory Reusable Installations) at the expiration or earlier termination relief of the Term, free Tenant from any residual impact from the Tenant’s use of Hazardous Materials and otherwise released for unrestricted use and occupancy consistent with Tenant’s obligations under Section 5.5(e) below (the "Surrender Plan")Lease by operation of law or otherwise, whether or not Guarantor has received notice of same. Guarantor waives all suretyship defenses, notice of any breach by Tenant, and right to a jury trial Landlord’s delay or failure to insist upon the strict performance or observance of any obligation of Tenant under the Lease or to exercise any right or remedy available under the Lease or at law or in equity, shall not be construed to be a waiver of Landlord’s prerogative to insist upon such strict performance or observance or to exercise any such right or remedy. Receipt by Landlord of rent or other payment with knowledge of a breach of any term or condition of the Lease shall not be construed to be a waiver of such breach. The liability of Guarantor hereunder shall not be affected or limited by: the release or discharge of Tenant in any creditors’ receivership, bankruptcy or other proceedings; the impairment, limitation or modification of the liability of the Tenant or the estate of the Tenant in bankruptcy, or of any remedy for the enforcement of Tenant’s Surrender Plan shall state thatsaid liability under the Lease, (a) (i) all laboratory space, including floors, walls, ceilings, counters, piping, supply lines, waste lines and plumbing in resulting from the operation of any present or serving future provision of the Premises and all exhaust federal bankruptcy laws or other ductwork statutes or from the decision in any court the rejection or serving disaffirmance of the Premises, and (ii) Lease in any applicable systems shared by laboratory space, including without limitation exhaust such proceedings; any disability or other ductworkdefense of Tenant; or the cessation from any cause whatsoever, in or serving the Premises have been de-commissioned to the extent required by, and in accordance with, applicable Laws and in accordance with best industry practice; (b) the interior surfaces of the Premises (including floors, walls, ceilings, and counters), piping, supply lines, waste lines and plumbing, and all such ACTIVE/91437610.6liability of Tenant.

Hazardous Materials. Tenant and Landlord acknowledge that each has received and reviewed that certain Phase I Environmental Site Assessment dated October 14, 1997 and that certain Asbestos Facility Survey dated October 15, 1997 each prepared by Environmental Consulting & Technology, Inc. pertaining to the Premises (a) collectively, the “Report”), and each party to this Lease has undertaken such additional investigations regarding the subject matter of said Report to its respective satisfaction. Landlord hereby represents to Tenant that it has no knowledge regarding the environmental condition of the Premises except as disclosed in the Report. Tenant acknowledges that except as contained in the preceding sentence, Landlord has not made any representation or warranty to Tenant regarding the accuracy of the information in said Report or the environmental condition of the Premises generally or specifically and Tenant has not relied upon any statements by Landlord, if any, regarding the condition of the Premises including its environmental condition. Tenant hereby represents to Landlord that it is has no knowledge regarding the environmental condition of the Property except as disclosed in the Report. Tenant represents, warrants and covenants (i) that it will not use nor store in, or about the intent Premises, any Hazardous Materials (defined herein), other than those Hazardous Materials that are necessary for Tenant to conduct its business activities on the Premises, (ii) that, with respect to any such Hazardous Materials, Tenant shall comply with all applicable federal, state and local laws, rules, regulations, policies and authorities relating to the storage, use, disposal or cleanup of Hazardous Materials, including, but not limited to, the obtaining of proper permits, and (iii) that it will not dispose of any Hazardous Materials in, on or about the Premises except as may be permitted by and in accordance with applicable law. Tenant agrees to clean up or cause to be cleaned up any contamination created by Tenant, brought on by Tenant or allowed by Tenant to be brought upon the Premises during the term of this Section 5.5 to prohibit Tenant from using the Premises for the Permitted UseLease, as extended or renewed, requiring removal or remediation under federal, state or local, law, statutes, ordinances, regulations or policies. Tenant may operate its business according further agrees to prudent industry practices so long as the use indemnify, defend and hold Landlord and Landlord’s mortgagees harmless from and against any claims, liabilities, suits, causes of action, costs, expenses or presence fees, including reasonable attorneys’ fees and costs, arising out of Hazardous Materials is strictly and properly monitored by Tenant according to all then applicable Environmental Laws. As a material inducement to Landlord to allow Tenant to use Hazardous Materials or in connection with (i) any remediation, cleanup work, inquiry or enforcement proceeding in connection with any clean up work required under the preceding sentence; (ii) any Hazardous Materials used, stored or disposed of by Tenant or its businessagents, Tenant agrees employees, contractors or invitees in, on or adjacent to deliver to Landlord prior to the Premises after the Commencement Date; (iii) any Hazardous Materials generated by or resulting from Tenant’s use of the Premises and transported, stored, disposed of, or released in any manner at a location other than the Premises; or (iv) any Hazardous Material located on the Premises during the Lease term except that which may be present as of the Commencement Date a list identifying each type of Hazardous Materials or thereafter created by Landlord, brought on by Landlord or allowed by Landlord to be brought upon, kept, used, stored, handled, treated, generated on, or released or disposed of from, upon the Premises and setting forth any and all governmental approvals or permits required in connection with the presence, use, storage, handling, treatment, generation, release or disposal of such Hazardous Materials on or from the Premises ("Hazardous Materials List"). Upon request of Landlord, Tenant shall deliver to Landlord an updated Hazardous Materials List within thirty (30) days following Landlord’s requestPremises. Tenant shall deliver to Landlord true and correct copies of the permits, approvals, reports and correspondence, and storage and management plans relating to the use, storage, handling, treatment, generation, release or disposal of Hazardous Materials by Tenant at the Premises. At any time following Tenant's receipt of a request from Landlord, Tenant shall promptly complete a "hazardous materials questionnaire" using the form then-provided by Landlord. At least three (3) months prior to the surrender of the Premises, Tenant shall deliver to Landlord a narrative description of the actions proposed (or required by any governmental authority) to be taken by Tenant in order to surrender the Premises (including any Alterations permitted by to Landlord to remain in the Premises, the Improvements and Laboratory Reusable Installations) at upon the expiration or earlier termination of this Lease free of debris, waste and Hazardous Materials used, stored or disposed of by Tenant or its agents, employees, contractors or invitees, and in a condition which complies with all governmental statutes, ordinances, regulations and policies except for non-compliance arising from Landlord’s activities or any conditions existing as of the TermCommencement Date. Upon such expiration or earlier termination Landlord may procure the services of an environmental engineer to assess the existence of any Hazardous Materials on, free from in, or about the Premises and if any residual impact from material violation of the Tenant’s use covenants herein are disclosed by such assessment report, a copy of Hazardous Materials which shall be furnished to Tenant, in addition to curing the violations (to the extent such cure would be required under the immediately preceding paragraph), Tenant shall reimburse Landlord for the reasonable cost of the assessment and otherwise released for unrestricted use report. Landlord agrees to clean up or cause to be cleaned up any contamination created by Landlord, brought on by Landlord or allowed by Landlord to be brought upon the Premises during the term of this Lease, as extended, requiring removal or remediation under federal, state or local, law, statutes, ordinances, regulations or policies. Landlord further agrees to indemnify, defend and occupancy consistent hold Tenant harmless from and against any claims, liabilities, suits, causes of action, costs, expenses or fees, including reasonable attorneys’ fees and costs, arising out of or in connection with Tenant’s obligations under Section 5.5(e) below (the "Surrender Plan"). Tenant’s Surrender Plan shall state that, (a) (i) all laboratory spaceany remediation, including floorscleanup work, walls, ceilings, counters, piping, supply lines, waste lines and plumbing inquiry or enforcement proceeding in or serving connection with any clean up work required under the Premises and all exhaust or other ductwork in or serving the Premises, and preceding sentence; (ii) any applicable systems shared by laboratory spaceHazardous Materials located upon, including without limitation exhaust used, stored or other ductwork, in disposed of on or serving adjacent to the Premises have been de-commissioned prior to the extent required by, and in accordance with, applicable Laws and in accordance with best industry practiceCommencement Date; (biii) the interior surfaces any Hazardous Materials generated by or resulting from Landlord’s use of the Premises and transported, stored, disposed of, or released in any manner at a location other than the Premises; or (including floorsiv) any Hazardous Materials created by Landlord, walls, ceilings, and counters), piping, supply lines, waste lines and plumbing, and all such ACTIVE/91437610.6brought on by Landlord or allowed by Landlord to be brought upon the Premises.

Hazardous Materials. (a) Landlord acknowledges that it is Lessee shall not the intent of this Section 5.5 to prohibit Tenant from using the Premises for the Permitted Use. Tenant may operate its business according to prudent industry practices so long as the use cause or presence of Hazardous Materials is strictly and properly monitored by Tenant according to all then applicable Environmental Laws. As a permit any hazardous material inducement to Landlord to allow Tenant to use Hazardous Materials in connection with its business, Tenant agrees to deliver to Landlord prior to the Commencement Date a list identifying each type of Hazardous Materials to be brought upon, kept, usedor used in or about the Premises by the Lessee, storedits agents, handledemployees, treated, generated oncontractors, or released invitees, without the prior written consent of the Lessor (which Lessor shall not unreasonably withhold so long as Lessee demonstrates to Lessor’s reasonable satisfaction that such hazardous material is necessary or disposed of from, useful to Lessee’s operations on the Premises and setting forth any will be used, kept, and stored in a manner that complies with all governmental approvals laws regulating such hazardous material so brought upon, used, or permits required in connection with the presence, use, storage, handling, treatment, generation, release or disposal of such Hazardous Materials kept on or from about the Premises). If Lessee breaches the obligations stated in the preceding sentence, or if the presence of hazardous material on the Premises ("Hazardous Materials List"). Upon request of Landlord, Tenant shall deliver to Landlord an updated Hazardous Materials List within thirty (30) days following Landlord’s request. Tenant shall deliver to Landlord true and correct copies of the permits, approvals, reports and correspondence, and storage and management plans relating to the use, storage, handling, treatment, generation, release caused or disposal of Hazardous Materials permitted by Tenant at the Premises. At any time following Tenant's receipt of a request from Landlord, Tenant shall promptly complete a "hazardous materials questionnaire" using the form then-provided by Landlord. At least three (3) months prior to the surrender Lessee results in contamination of the Premises, Tenant shall deliver to Landlord a narrative description or if contamination of the actions proposed Premises by hazardous material otherwise occurs therefrom, the Lessee shall indemnify, defend, and hold Lessor harmless from any and all claims, judgment, damages, penalties, fines, costs, liabilities, or losses (including, without limitation, diminution in value of the Premises, damages for the loss ore restriction on use of rentable or usable space or of any amenity of the Premises, damages for the loss or restriction on use of rentable or usable space or of any amenity of the Premises, damages arising from any adverse impact on marketing of space, and sums paid in settlement of claims, attorney’s fees, consultant fees, and expert fees) which arise during or after the lease term as a result of such contamination. This indemnification of Lessor by Lessee includes, without limitation, costs incurred in connection with any investigation of site conditions or any clean-up, remediation, removal, or restoration work required by any governmental authority) to be taken by Tenant federal, state, or local government agency or political subdivision because of hazardous materials present in order to surrender the soil or ground water on or under the Premises. Without limiting the foregoing, if the presence of any hazardous material on the Premises (including any Alterations cause by or permitted by Landlord to remain Lessee results in any contamination of the Premises, the Improvements and Laboratory Reusable Installations) Lessee shall promptly take all actions at the expiration or earlier termination of the Term, free from any residual impact from the Tenant’s use of Hazardous Materials and otherwise released for unrestricted use and occupancy consistent with Tenant’s obligations under Section 5.5(e) below (the "Surrender Plan"). Tenant’s Surrender Plan shall state that, (a) (i) all laboratory space, including floors, walls, ceilings, counters, piping, supply lines, waste lines and plumbing in or serving the Premises and all exhaust or other ductwork in or serving its sole expense as are necessary to return the Premises, and (ii) any applicable systems shared by laboratory space, including without limitation exhaust or other ductwork, in or serving Lessee shall promptly take all actions at its sole expense as are necessary to return the Premises have been de-commissioned to the extent required bycondition existing prior to the introduction of any such hazardous material to the Premises, and in accordance withprovided that Lessor’s approval of such actions shall first be obtained, applicable Laws and in accordance with best industry practice; (b) which approval shall not be unreasonably withheld so long as such actions would not potentially have any material adverse long-term or short-term effect on the interior surfaces of Premises. As used herein, the Premises (including floorsterm “hazardous material” means any hazardous or toxic substance, wallsmaterial, ceilings, and counters), piping, supply lines, or waste lines and plumbing, and all such ACTIVE/91437610.6which is or becomes regulated by any local government authority or the United States Government.

Hazardous Materials. Tenant will not, in any manner whatsoever, be responsible for the investigation, removal, remediation or abatement of any Hazardous Materials or violation of any applicable laws related thereto to the extent that such Hazardous Materials existed in, on or about the Premises before the Commencement Date and Landlord acknowledges and agrees that Landlord shall be solely responsible, at Landlord's sole cost and expense, for any such investigation, removal, remediation or abatement. Neither Tenant nor any of Tenant's Invitees may use, manufacture, store, or dispose of any Hazardous Materials anywhere within the Premises which are or could (a) be detrimental to the Premises, human health, or the environment, except in accordance with all applicable laws and Landlord's reasonable prophylactic restrictions, or (b) adversely affect the value of the Premises. If the Premises are contaminated by any Hazardous Material during the Term, then (1) Tenant shall promptly notify Landlord acknowledges in writing of such contamination, and (2) Landlord may elect to either (A) demand that it is not Tenant perform all remediation required by Landlord (to Landlord's reasonable satisfaction and at Tenant's sole cost, necessary to return the intent Premises to at least as good a condition as the Premises are in as of the date of this Section 5.5 Lease, which Tenant shall immediately do upon receipt of notice from Landlord, or (B) proceed to prohibit Tenant from using cause such investigation, clean-up, and remediation work which Landlord deems reasonably necessary or desirable to be undertaken, whereupon the Premises for the Permitted Use. Tenant may operate its business according entire cost thereof (plus a supervisory fee equal to prudent industry practices so long as the use or presence five percent (5%) of Hazardous Materials is strictly and properly monitored such cost) will be payable by Tenant according to all then applicable Environmental Laws. As a material inducement to Landlord to allow Tenant to use Hazardous Materials in connection with its business, Tenant agrees to deliver to Landlord prior to the Commencement Date a list identifying each type of Hazardous Materials to be brought upon, kept, used, stored, handled, treated, generated on, or released or disposed of from, the Premises and setting forth any and all governmental approvals or permits required in connection with the presence, use, storage, handling, treatment, generation, release or disposal of such Hazardous Materials on or from the Premises ("Hazardous Materials List"). Upon request of Landlord, Tenant shall deliver to Landlord an updated Hazardous Materials List within thirty (30) days following after Landlord’s request's written demand as additional rent. If Tenant shall deliver does not promptly commence and diligently pursue such remediation, then Landlord may perform or cause to Landlord true be performed such remediation and correct copies of Tenant shall, within thirty (30) days after Landlord's written demand, pay the permitsactual, approvals, reports documented and correspondence, and storage and management plans relating to the use, storage, handling, treatment, generation, release or disposal of Hazardous Materials by Tenant at the Premisesreasonable cost thereof. At any time following Tenant's receipt of a request from and Landlord, Tenant 's obligations and liability under this Article 22 shall promptly complete a "hazardous materials questionnaire" using survive the form then-provided by Landlord. At least three (3) months prior to the surrender of the Premises, Tenant shall deliver to Landlord a narrative description of the actions proposed (or required by any governmental authority) to be taken by Tenant in order to surrender the Premises (including any Alterations permitted by Landlord to remain in the Premises, the Improvements and Laboratory Reusable Installations) at the expiration or earlier termination of Tenant's tenancy and the TermTerm of this Lease, free from except that nothing contained in this Article 22 shall be deemed to impose liability on Tenant for any residual impact from problem arising during or after the Term of this Lease provided neither Tenant nor Tenant’s use 's Invitees caused such problem during the Term of Hazardous Materials and otherwise released for unrestricted use and occupancy consistent with Tenant’s obligations under Section 5.5(e) below (the "Surrender Plan"). Tenant’s Surrender Plan shall state that, (a) (i) all laboratory space, including floors, walls, ceilings, counters, piping, supply lines, waste lines and plumbing in or serving the Premises and all exhaust or other ductwork in or serving the Premises, and (ii) any applicable systems shared by laboratory space, including without limitation exhaust or other ductwork, in or serving the Premises have been de-commissioned to the extent required by, and in accordance with, applicable Laws and in accordance with best industry practice; (b) the interior surfaces of the Premises (including floors, walls, ceilings, and counters), piping, supply lines, waste lines and plumbing, and all such ACTIVE/91437610.6this Lease

Hazardous Materials. (a) Landlord acknowledges that it is not After the intent execution of this Section 5.5 Agreement, and prior to prohibit the expiration of the Inspection Period, Purchaser may retain one or more environmental consultant(s) (collectively, the “Environmental Consultants”) selected by Purchaser to prepare Preliminary Assessments or Phase I or similar reports (the title and certain aspects of the requirements of same varying by jurisdiction) (as appropriately titled and with the correct inclusions necessary for Purchaser to be considered a “bona fide purchaser” under applicable law, a “Phase I Report”) and asbestos surveys or similar reports, including, without limitation, air quality testing after any asbestos removal (collectively, the Phase I Reports and the asbestos surveys or similar reports, together with any other reports, surveys or tests recommended by the Environmental Consultants as a result of such Phase I Reports or asbestos survey and conducted by Purchaser, the “Environmental Reports”), to determine whether, in the opinion of the Environmental Consultants, there are areas of environmental concern on any of the Properties. In the event that any Environmental Report indicates any areas of environmental concern on any Property and additional testing is recommended by the Environmental Consultants, Purchaser shall have the right to do such further testing as is recommended to fully understand and assess the area of environmental concern and the results of such additional testing shall also be considered part of the applicable Environmental Report. Seller shall provide the Environmental Consultants with reasonable access to the Property, in accordance with the terms of the Leases, the Tenant Leases and Operating Agreements, so that the Environmental Consultants may conduct its investigations and studies and Seller shall cooperate, reasonably, with the Environmental Consultants in connection therewith. Purchaser shall cause the Environmental Consultants to restore each Property to the condition which the Property was in immediately prior to the Environmental Consultants’ entry upon the Property, promptly after the Environmental Consultants completes its work on the Property. Purchaser shall indemnify and save and hold Seller harmless from using and against any damages, suits, liabilities, obligations or claims of any kind whatsoever arising out of or in any way related to the Premises for activities of the Permitted Use. Tenant Environmental Consultants conducted on or about each Property, other than any claims or liabilities which may operate its business according to prudent industry practices so long as result from the use or presence existence of Hazardous Materials is strictly and properly monitored by Tenant according to all then applicable Environmental Laws. As a material inducement to Landlord to allow Tenant to use Hazardous Materials in connection with its business, Tenant agrees to deliver to Landlord prior on the Property except to the Commencement Date a list identifying each type of Hazardous Materials to be brought upon, kept, used, stored, handled, treated, generated on, or released or disposed of from, the Premises and setting forth extent that any and all governmental approvals or permits required in connection with the presence, use, storage, handling, treatment, generation, release or disposal of such Hazardous Materials on are negligently disturbed, released or from exacerbated by the Premises ("Hazardous Materials List")Environmental Consultants. Upon request of Landlord, Tenant shall deliver to Landlord an updated Hazardous Materials List within thirty (30Paragraph 9(c) days following Landlord’s request. Tenant shall deliver to Landlord true and correct copies of sets forth the permits, approvals, reports and correspondence, and storage and management plans relating to the use, storage, handling, treatment, generation, release or disposal of Hazardous Materials by Tenant at the Premises. At any time following Tenant's receipt of a request from Landlord, Tenant shall promptly complete a "hazardous materials questionnaire" using the form then-provided by Landlord. At least three (3) months prior to the surrender of the Premises, Tenant shall deliver to Landlord a narrative description of the actions proposed (or required by any governmental authority) to be taken by Tenant in order to surrender the Premises (including any Alterations permitted by Landlord to remain procedures in the Premises, the Improvements and Laboratory Reusable Installations) at the expiration or earlier termination of the Term, free from event that Purchaser objects to any residual impact from the Tenant’s use of Hazardous Materials and otherwise released for unrestricted use and occupancy consistent with Tenant’s obligations under Section 5.5(e) below (the "Surrender Plan"). Tenant’s Surrender Plan shall state that, (a) (i) all laboratory space, including floors, walls, ceilings, counters, piping, supply lines, waste lines and plumbing in or serving the Premises and all exhaust or other ductwork in or serving the Premises, and (ii) any applicable systems shared by laboratory space, including without limitation exhaust or other ductwork, in or serving the Premises have been de-commissioned to the extent required by, and in accordance with, applicable Laws and in accordance with best industry practice; matter set forth on an Environmental Report. (b) Notwithstanding anything else contained herein, Purchaser’s obligation to complete the interior surfaces Closing for Properties where an environmental clearance document (used not as a term of art, but to describe a document such as, but not limited to, a no further action letter, remediation agreement or letter of non-applicability) is required under applicable law, either for the Premises (including floorstransactions contemplated herein in general or as a result of any Environmental Condition affecting any Property, walls, ceilings, is conditioned on Seller obtaining and countersdelivering such document. Seller’s obligation to deliver such document shall be limited as set forth in Paragraph 9(c), piping, supply lines, waste lines and plumbing, and all but Purchaser shall not be required to accept the affected Asset Group without having received such ACTIVE/91437610.6document.

Hazardous Materials. Tenant covenants and agrees not to use, generate, release, manage, treat, manufacture, store, or dispose of, on, under or about, or transport to or from (any of the foregoing hereinafter a “Use”) the Premises any Hazardous Materials (other than De Minimis Amounts). In the event Tenant breaches the foregoing covenant, in addition to all other rights and remedies Landlord may have whether hereunder or at law or in equity, Landlord at its option may either (a) require Tenant to immediately upon demand therefor remove, ▇▇▇▇▇ and/or otherwise remedy all such Hazardous Materials using licensed contractors approved by Landlord acknowledges that it is not the intent or (b) Landlord may without further notice to Tenant perform or cause to be performed such removal, abatement and/or remedial work for and on behalf of this Section 5.5 to prohibit Tenant from using the Premises for the Permitted UseTenant. Tenant may operate its business according further covenants and agrees to prudent industry practices so long as pay all costs and expenses associated with enforcement, abatement, removal, remedial or other governmental or regulatory actions, agreements or orders threatened, instituted or completed pursuant to any Hazardous Materials Laws, and all audits, tests, investigations, cleanup, reports, permits, licenses, approvals and other such items incurred in connection with any efforts to complete, satisfy or resolve any matters, issues or concerns, whether governmental or otherwise, arising out of or in any way related to the use or presence Use of Hazardous Materials in any amount by Tenant, its employees, agents, invitees, subtenants, licensees, assignees or contractors. For purposes of this Lease (1) the term “Hazardous Materials” shall include but not be limited to asbestos, urea formaldehyde, polychlorinated biphenyls, oil, petroleum products, pesticides, radioactive materials, hazardous wastes, toxic substances, mold, biohazards and any other related or dangerous, toxic or hazardous chemical, material or substance regulated or defined as hazardous or as a pollutant or contaminant in, or the Use of or exposure to which is strictly and properly monitored by Tenant according prohibited, limited, governed or regulated by, any Hazardous Materials Laws; (2) the term “De Minimis Amounts” shall mean, with respect to all then applicable Environmental Laws. As a material inducement to Landlord to allow Tenant to use any given level of Hazardous Materials, that such level or quantity of Hazardous Materials in connection with its business, Tenant agrees to deliver to Landlord prior to the Commencement Date a list identifying each type any form or combination of Hazardous Materials to be brought upon, kept, used, stored, handled, treated, generated on, or released or disposed of from, the Premises and setting forth any and all governmental approvals or permits required in connection with the presence, use, storage, handling, treatment, generation, release or disposal of such Hazardous Materials on or from the Premises ("Hazardous Materials List"). Upon request of Landlord, Tenant shall deliver to Landlord an updated Hazardous Materials List within thirty (30) days following Landlord’s request. Tenant shall deliver to Landlord true and correct copies of the permits, approvals, reports and correspondence, and storage and management plans relating to the use, storage, handling, treatment, generation, release or disposal of Hazardous Materials by Tenant at the Premises. At any time following Tenant's receipt of a request from Landlord, Tenant shall promptly complete a "hazardous materials questionnaire" using the form then-provided by Landlord. At least three (3) months prior to the surrender of the Premises, Tenant shall deliver to Landlord a narrative description of the actions proposed (or required by any governmental authority) to be taken by Tenant in order to surrender the Premises (including any Alterations permitted by Landlord to remain in the Premises, the Improvements and Laboratory Reusable Installations) at the expiration or earlier termination of the Term, free from any residual impact from the Tenant’s use of Hazardous Materials and otherwise released for unrestricted use and occupancy consistent with Tenant’s obligations under Section 5.5(e) below (the "Surrender Plan"). Tenant’s Surrender Plan shall state that, (a) forms (i) all laboratory space, including floors, walls, ceilings, counters, piping, supply lines, waste lines and plumbing in or serving the Premises and all exhaust or other ductwork in or serving the Premises, does not constitute a violation of any Hazardous Materials Laws and (ii) is customarily employed in, or associated with, similar retail projects in the state; and (3) the term “Hazardous Materials Laws” shall mean any applicable systems shared by laboratory spacefederal, state, county, municipal, local or other statute, law, ordinance or regulation now or hereafter enacted which may relate to or deal with the protection of human health or the environment, including without limitation exhaust or other ductwork, in or serving the Premises have been de-commissioned but not limited to the extent required byComprehensive Environmental Response, Compensation and in accordance withLiability Act of 1980, applicable Laws 42 U.S.C. Section 9601, et seq.; the Hazardous Materials Transportation Act, 49 U.S.C. Section 1801, et seq; the Resource Conservation and in accordance with best industry practiceRecovery Act, 42 U.S.C. Section 6901, et seq; (b) the interior surfaces Federal Water Pollution Control Act, 33 U.S.C. Section 1251, et seq; the Toxic Substances Control Act of 1976, 15 U.S.C. Section 2601, et seq; and any rules, regulations or guidelines adopted or promulgated pursuant to any of the Premises (including floors, walls, ceilings, and counters), piping, supply lines, waste lines and plumbing, and all such ACTIVE/91437610.6foregoing as they may be amended or replaced from time to time.

Hazardous Materials. Except as otherwise set forth in Paragraph 1(b) of the Lease, Tenant agrees that Tenant, its agents and contractors shall not use, manufacture, store or dispose of any flammable explosives, radioactive materials, hazardous wastes or materials, toxic wastes or materials, or other similar substances (acollectively “Hazardous Materials”) Landlord acknowledges on under or about the Premises, provided that it is not the intent of this Section 5.5 to prohibit Tenant from using the Premises for the Permitted Use. Tenant may operate its business according to prudent industry practices so long as the handle, store, use or presence dispose of products (i) containing small quantities or Hazardous Materials is strictly Materials, which products are of a type customarily found in offices and properly monitored by households (such as aerosol cans containing insecticides, toner for copiers, paints, pain remover, and the like), provided further that Tenant according to all then applicable Environmental Laws. As a material inducement to Landlord to allow Tenant to shall handle, store, use and dispose of any, such Hazardous Materials in connection with its business, Tenant agrees to deliver to Landlord prior to the Commencement Date a list identifying each type of safe and lawful manner and shall not allow such Hazardous Materials to be brought uponcontaminate the Premises or the environment; or (ii) necessary to conduct the Permitted Use of the Premises described in Paragraph 1(b). If Landlord, keptin its sole discretion, usedbelieves that the Premises or the environment have become contaminated with Hazardous Materials, storedin breach of the provisions of this Lease, handledLandlord, treatedin addition to its other rights under this Lease, generated on, or released or disposed of from, may enter upon the Premises and setting forth obtain samples from the Premises, including the soil and groundwater under the Premises, for the purposes of analyzing the same to determine whether and to what extend the Premises or the environment have become so contaminated, Tenant shall reimburse Landlord for the reasonable costs of such inspection, sampling and analysis. Without limiting the above, Tenant shall indemnify and hold harmless Landlord from and against any and all governmental approvals claims, losses, liabilities, damages, costs and expenses, including without limitation, reasonable attorneys fees and costs, arising out of or permits required in connection any way connected with the presenceuse, usemanufacture, storage, handling, treatment, generation, release or disposal of such Hazardous Materials on or from the Premises ("Hazardous Materials List"). Upon request of Landlord, Tenant shall deliver to Landlord an updated Hazardous Materials List within thirty (30) days following Landlord’s request. Tenant shall deliver to Landlord true and correct copies of the permits, approvals, reports and correspondence, and storage and management plans relating to the use, storage, handling, treatment, generation, release or disposal of Hazardous Materials by Tenant, its agents or contractors on, under or about the Premises including, without limitation, the cost of any required or necessary repair, cleanup or detoxification and the preparation of any closure or other required plans in connection herewith. The indemnity obligations of Tenant under this clause shall survive any termination of the Lease. ALL THAT CERTAIN tract of land located in Upper Macungie Township, Lehigh County, Pennsylvania known as Lot 3, as shown on and described in accordance with a Minor Subdivision Plan for Agere Systems, Inc., prepared by ▇▇▇▇▇ ▇▇▇▇▇ & Associates, Inc., Tradetown, Pennsylvania, dated October 22, 2001, last revised February, 29, 2002 and recorded at Lehigh County Document ID No. 7025857, Document ID No. 7025858, Document ID No. 7025859, on August 28, 2002; and Document ID No. 7049645 on December 13, 2002, bounded and described as follows to with. BEGINNING at the Premises. At any time intersection of the Northerly ultimate right of way line of S.R. 0222 (100 foot right of way and the Easterly property line of lot 1 as shown on aforesaid Minor Subdivision Plan, thence along the lands of said Lot 1 the following Tenant's receipt seven coursed and distances: (1) North 16 degrees 30 minutes 00 seconds East, 177.27 feet; (2) along a circular curve to the right, having a radius of 530.00 feet and a request from Landlordcentral angle of 28 degrees 10 minutes 08 seconds (chord bearing and distance of North 30 degrees 35 minutes 04 seconds East, Tenant shall promptly complete a "hazardous materials questionnaire" using 257.95 feet), the form then-provided by Landlord. At least three arc length of 260.57 feet; (3) months prior North 44 degrees 40 minutes 08 seconds East, 55.66 feet; (4) along a circular curve to the surrender right, having a radius of 418.06 feet and a central angle of 38 degrees 56 minutes 58 seconds (chord bearing and distance of North 25 degrees 51 minutes 23 seconds West 278.75 feet), the arc length of 284.20 feet; (5) North 06 degrees 22 minutes 55 seconds West 105.56 feet; (6) along a circular curve to the left, having a radius of 275.00 feet and a central angle of 87 degrees 16 minutes 23 seconds (chord bearing and distance of North 50 degrees 01 minute 06 seconds West, 379.55 feet); the arc length of 418.88 feet, (7) North 03 degrees 39 minutes 18 seconds West, 50.00 feet to the Southerly ultimate right of way line of ▇▇▇▇ ▇▇▇▇ Road the following sixteen courses and distances: (1) North 86 degrees 20 minutes 42 seconds East, 558.25 feet; (2) North 86 degrees 35 minutes 18 seconds East, 572.50 feet; (3) along a circular curve to the right, having a radius of 1,155.00 feet and a central angle of 06 degrees 51 minutes 26 seconds (chord bearing and distance of South 89 degrees 58 minutes 59 seconds East, 138.15 feet), the arc length of 138.23 feet; (4) South 86 degrees 33 minutes 16 seconds East, 348.58 feet; (5) along a circular curve to the left, having a radius of 830.00 feet and a central angle of 03 degrees 29 minutes 59 seconds (chord bearing and distance of South 88 degrees 18 minutes 16 seconds East 50.69 feet); the arc length of 50.70 feet; (6) North 89 degrees 56 minutes 44 seconds East, 206.85 feet; (7) along a circular curve to the right having a radius of 755.00 feet and a central angle of 24 degrees 08 minutes 38 seconds (chord bearing and distance of South 77 degrees 58 minutes 57 seconds East, 315.80 feet); the arc length of 318.15 feet; (8) South 65 degrees 54 minutes 39 seconds East, 682.47 feet; (9) along a circular curve to the left, having a radius of 1,280.00 feet and a central angle of 02 degrees 13 minutes 29 seconds (chord bearing and distance of South 67 degrees 01 minutes 24 seconds East, 49.70 feet), the arc length or 49.70 feet; (10) South 68 degrees 08 minutes 09 seconds East, 431.15 feet; (11) along a circular curve to the right, having a radius of 230.00 feet and a central angle of 34 degrees 33 minutes 46 seconds (chord bearing and distance of South 50 degrees 51 minutes 14 seconds East, 136.65 feet); the arc length of 138.74 feet, (12) along a circular curve to the left, having a radius of 318.34 feet and a central angle of 29 degrees 51 minutes 07 seconds (chord bearing and distance of South 48 degrees 29 minutes 53 seconds East, 163.99 feet), the arc length of 165.86 feet; (13) South 63 degrees 25 minutes 27 seconds East, 406.25 feet; (14) South 62 degrees 09 minutes 53 seconds East, 329.07 feet; (15) along a circular curve to the left, having a radius of 2,130.00 feet and a central angle of 03 degrees 43 minutes 28 seconds (chord bearing and distance of South 64 degrees 01 minute 37 seconds, East, 138.43 feet), the arc length or 138.46 feet; (16) South 65 degrees 53 minutes 21 seconds East, 191.84 feet to the Westerly property line of lands of ▇▇▇▇▇ ▇. ▇▇▇▇; thence along said lands of ▇▇▇▇▇ ▇. ▇▇▇▇ the following five courses and distances; (1) South 27 degrees 44 minutes 28 seconds West, 168.94 feet; (2) south 66 degrees 31 minutes 26 seconds East 70.70 feet; (3) South 24 degrees 57 minutes 00 seconds West, 89.86 feet; (4) South 71 degrees 56 minutes 50 seconds East, 92.88 feet; (5) North 70 degrees 46 minutes 14 seconds East, 173.55 feet to the Westerly property line of Lot 2 as shown on aforesaid Minor Subdivision Plan, thence along said property line of ▇▇▇ ▇, ▇▇▇▇▇ ▇▇ degrees 29 minutes 13 seconds West, 971.56 feet to the aforesaid Northerly ultimate right of way line of S.R. 0222 (100 foot right of way); thence along said Northerly ultimate right of way line of S.R. 0222, North 73 degrees 30 minutes 47 seconds West, 457.51 feet to the Easterly property line of the Premiseslands of ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇, thence along said lands of ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ the following three courses and distances (1) North 16 degrees 29 minutes 04 seconds East, 150.01 feet; (2) North 73 degrees 29 minutes 16 seconds West, 193.10 feet; (3) South 03 degrees 12 minutes 45 seconds West, 134.01 feet to the aforesaid Northerly ultimate right of way line of S.R. 0222, thence along said right of way North 73 degrees 30 minutes 00 seconds West, 3,717.44 feet to the point of beginning. BEING Tax Parcel No. 545408213261-1. Tenant accepts the Premises in As-is / where-is condition. Landlord shall deliver have no responsibility to perform any tenant improvements. EstimatedTotal Cost TriQuintportion Anthemportion Comments Facility Manager — ▇▇▇▇▇ ▇▇▇▇▇▇ $ 110,000 $0 $ 110,000 ▇. ▇▇▇▇▇▇ to Anthem, terms to be agreed Property Insurance (ordinary hazard) $ 112,000 $0 $ 112,000 Property Taxes $ 706,908 $0 $ 706,908 Landscaping service/snow removal $ 50,000 $0 $ 50,000 Diesel fire pump service $ 3,000 $0 $ 3,000 Cost to maintain sprinkler pump Pest control $ 2,500 $0 $ 2,500 Elevator service $ 12,000 $0 $ 12,000 $ 996,408 $0 $ 996,408 Berkshire fire detection system $ 25,000 $ 16,675 $ 8,325 Fire extinguisher and hose rack service $ 7,000 $ 4,632 $ 2,331 Natural Gas $ 600,000 $ 500,000 $ 100,000 Public water supply-LCA $ 80,000 $ 80,000 $0 Sewer service — UMT $ 100,000 $ 100,000 $0 Electric-estimated (5) $ 1,200,000 $ 1,150,000 $ 50,000 Boiler inspection — dept. of labor $ 1,000 $ 1,000 $0 Chiller service $ 35,000 $ 35,000 $0 Boiler service $ 40,000 $ 40,000 $0 $ 2,088,000 $ 1,927,337 $ 160,658 Subtotal $ 3,084,408 $ 1,927,337 $ 1,157,064 Salaries/Contracts $ 300,000 $ 300,000 $0 Salaries-staff $ 200,000 $ 200,000 $0 Copiers $ 15,000 $ 15,000 $0 Janitorial services $ 75,000 $ 75,000 $0 Bulk Gases $ 425,000 $ 425,000 $0 Fuel oil $0 $0 $0 Recycling $ 3,000 $ 3,000 $0 Emergency generator service $ 3,000 $ 3,000 $0 UPS service- Liebert $ 8,000 $ 8,000 $0 Water treatment $ 15,000 $ 15,000 $0 GE - emergency switchgear service $ 10,000 $ 10,000 $0 Combustible gas monitor service $ 13,000 $ 13,000 $0 Wastewater sampling service $ 3,000 $ 3,000 $0 Chemical disposal service $ 10,000 $ 10,000 $0 DI water system $ 8,000 $ 8,000 $0 Motor generator UPS service $ 7,000 $ 7,000 $0 Scales air compressor part/service $ 15,000 $ 15,000 $0 Siemens BAS/security system $ 35,000 $ 35,000 $0 Vibration analysis on fans and pumps $ 7,000 $ 7,000 $0 Trash and paper recycling $ 10,000 $ 10,000 $0 Water softener salt $ 10,000 $ 10,000 $0 MDA monitor maint. $ 8,000 $ 8,000 $0 Misc. parts end repairs $ 50,000 $ 50,000 $0 Security systems $ 5,000 $ 5,000 $0 EH&S $ 25,000 $ 25,000 $0 $ 1,260,000 $ 1,260,000 $0 THIS GUARANTY OF LEASE is attached to and is hereby made a part of that certain Lease Agreement dated 2005 (the “Lease”), between CyOptics, Inc. (“Tenant”) and TriQuint Optoelectronics, Inc., whose interest as lessor is being assigned to (“Landlord”) by an assignment dated of even date herewith (the “Assignment”). FOR VALUE RECEIVED and in consideration of and as an inducement to Landlord a narrative description entering into the Assignment, the undersigned guarantor, TriQuint Semiconductor, Inc. (“Guarantor”), unconditionally and continuously guarantees to Landlord, its successors and assigns, the full and timely payment by Tenant of all Annual Base Rent due and owing under the Lease from and after the date hereof dining the Initial Term, as those capitalized terms are defined in the Lease, or until the Lease is assigned or the Premises are sublet by Tenant. This Guaranty and the obligations of Guarantor hereunder shall not be terminated or impaired by reason of the actions proposed (or required by any governmental authority) to be taken by Tenant in order to surrender the Premises (including any Alterations permitted granting by Landlord of any indulgences to remain in Tenant or the Premisesassertion by Landlord against Tenant of any of Landlord’s rights or remedies under the Lease, or by the Improvements and Laboratory Reusable Installations) at the expiration or earlier termination relief of the Term, free Tenant from any residual impact from the Tenant’s use of Hazardous Materials and otherwise released for unrestricted use and occupancy consistent with Tenant’s obligations under Section 5.5(e) below (the "Surrender Plan")Lease by operation of law or otherwise, whether or not Guarantor has received notice of same. Guarantor waives all suretyship defenses, notice of any breach by Tenant, and right to a jury trial Landlord’s delay or failure to insist upon the strict performance or observance of any obligation of Tenant under the Lease or to exercise any right or remedy available under the Lease or at law or in equity, shall not be construed to be a waiver of Landlord’s prerogative to insist upon such strict performance or observance or to exercise any such right or remedy. Receipt by Landlord of rent or other payment with knowledge of a breach of any term or condition of the Lease shall not be construed to be a waiver of such breach. The liability of Guarantor hereunder shall not be affected or limited by: the release or discharge of Tenant in any creditors’ receivership, bankruptcy or other proceedings; the impairment, limitation or modification of the liability of the Tenant or the estate of the Tenant in bankruptcy, or of any remedy for the enforcement of Tenant’s Surrender Plan shall state thatsaid liability under the Lease, (a) (i) all laboratory space, including floors, walls, ceilings, counters, piping, supply lines, waste lines and plumbing in resulting from the operation of any present or serving future provision of the Premises and all exhaust federal bankruptcy laws or other ductwork statutes or from the decision in any court the rejection or serving disaffirmance of the Premises, and (ii) Lease in any applicable systems shared by laboratory space, including without limitation exhaust such proceedings; any disability or other ductworkdefense of Tenant; or the cessation from any cause whatsoever, in or serving the Premises have been de-commissioned to the extent required by, and in accordance with, applicable Laws and in accordance with best industry practice; (b) the interior surfaces of the Premises (including floors, walls, ceilings, and counters), piping, supply lines, waste lines and plumbing, and all such ACTIVE/91437610.6liability of Tenant.

Hazardous Materials. (a) Landlord acknowledges that it is not Lessee shall operate and maintain the intent System and conduct all of this Section 5.5 its other activities in respect thereof in compliance in all material respects with any Applicable Laws relating to prohibit Tenant from using air, water, land and the Premises for the Permitted Use. Tenant may operate its business according to prudent industry practices so long as the use or presence of Hazardous Materials is strictly and properly monitored by Tenant according to all then applicable Environmental Laws. As a material inducement to Landlord to allow Tenant to use Hazardous Materials in connection with its businessgeneration, Tenant agrees to deliver to Landlord prior to the Commencement Date a list identifying each type of Hazardous Materials to be brought upon, kept, used, stored, handled, treated, generated on, or released or disposed of from, the Premises and setting forth any and all governmental approvals or permits required in connection with the presencestorage, use, storage, handling, treatmenttransportation, generation, release or disposal of such Hazardous Materials on or from the Premises ("Hazardous Materials List"). Upon request of Landlord, Tenant shall deliver to Landlord an updated Hazardous Materials List within thirty (30) days following Landlord’s request. Tenant shall deliver to Landlord true and correct copies of the permits, approvals, reports and correspondence, and storage and management plans relating to the use, storage, handling, treatment, generation, release treatment or disposal of Hazardous Materials by Tenant at the PremisesMaterial. At any time following Tenant's receipt of a request from Landlord, Tenant Lessee shall promptly notify Lessor of any such violation and, to the extent Lessee becomes aware of any environmental, health, safety or security matter that requires a corrective action, Lessee shall, in consultation with Lessor, undertake and complete a "hazardous materials questionnaire" using such corrective action. Lessee shall have the form then-provided by Landlord. At least three (3) months obligation to report any such violations to the appropriate Regulatory Authorities in accordance with Applicable Law and, if practicable, shall give notice thereof to Lessor prior to making such report. (b) Without limiting the surrender generality of the Premisesforegoing, Tenant Lessee shall deliver to Landlord a narrative description not (i) place or locate any underground tanks on the property underlying the System, (ii) generate, manufacture, transport, produce, use, treat, store, release, dispose of or otherwise deposit Hazardous Materials in or on the actions proposed (System, the property underlying the System or required by any governmental authority) to be taken by Tenant in order to surrender the Premises (including any Alterations portion thereof other than as permitted by Landlord to remain in Applicable Laws that govern the Premisessame or are applicable thereto, (iii) permit any other substances, materials or conditions in, on or emanating from the System, the Improvements and Laboratory Reusable Installationsproperty underlying the System or any portion thereof which may support a claim or cause of action under any Applicable Law or (iv) at the expiration or earlier termination of the Term, free from undertake any residual impact from the Tenant’s use action that would reasonably be expected to cause an unauthorized release of Hazardous Materials and otherwise released for unrestricted use and occupancy consistent with Tenant’s obligations under Section 5.5(eat the property underlying the System. (c) below (the "Surrender Plan"). Tenant’s Surrender Plan Lessee shall state thatperiodically, (a) (i) all laboratory space, including floors, walls, ceilings, counters, piping, supply lines, waste lines and plumbing at intervals determined in or serving the Premises and all exhaust or other ductwork in or serving the Premises, and (ii) any applicable systems shared by laboratory space, including without limitation exhaust or other ductwork, in or serving the Premises have been de-commissioned to the extent required by, and in accordance with, applicable Laws and its reasonable discretion in accordance with best industry practice; (b) the interior surfaces Good Utility Practice or as required by Applicable Law, at Lessee’s sole expense, conduct inspections of all components of the Premises (including floors, walls, ceilingsSystem to ensure compliance with Applicable Laws and with this Section 4.6, and counters)shall promptly notify Lessor of the results of any such inspections. Lessor may, pipingat Lessor’s expense, supply lines, waste lines and plumbingconduct its own testing at times determined in its reasonable discretion, and after reasonable consultation with Lessee, to ensure Lessee’s compliance with Applicable Laws and with this Section 4.6, provided, however, that Lessor agrees to indemnify Lessee, in accordance with Section 12.2, from and against any and all Claims arising from such ACTIVE/91437610.6testing.

Hazardous Materials. (a) Landlord acknowledges that it is not the intent of this Section 5.5 to prohibit Tenant from using the Premises for the Permitted Use. Tenant may operate its business according to prudent industry practices so long Except as the use or presence of Hazardous Materials is strictly and properly monitored by Tenant according to all then applicable Environmental Laws. As a material inducement to Landlord to allow Tenant to use Hazardous Materials set forth in connection with its businessExhibit “D” attached hereto, Tenant agrees to deliver to Landlord prior to the Commencement Date a list identifying each type of shall (i) not cause or permit any Hazardous Materials Material to be brought upon, keptkept or used in or about the Building or the Property by Tenant, usedits agents, storedemployees, handled, treated, generated oncontractors or invitees without the prior written consent of Landlord. If Tenant breaches the obligations stated in the preceding sentence, or released if the presence of Hazardous Material on the Building or disposed the Property caused or permitted by Tenant directly or indirectly results in contamination of fromthe Building or the Property, or if contamination of the Premises Building or the Property by Hazardous Material otherwise occurs for which Tenant is legally liable to Landlord for damage resulting therefrom, then Tenant shall indemnify, defend and setting forth hold Landlord harmless from any and all governmental approvals claims, judgments, damages, penalties, fines, costs, liabilities or permits required losses (including, without limitation, diminution in value of the Building or the Property, damages for the loss or restriction on use of rentable or usable space or of any amenity of the Building or the Property, damages arising from any adverse impact on marketing of space, and sums paid in settlement of claims, and reasonable attorneys’, consultant and expert fees) which arise during or after the Lease Term as a result of such contamination. This indemnification of Landlord by Tenant includes, without limitation, cost incurred in connection with any investigation of site conditions or any clean-up, remedial, removal or restoration work required by any federal, state or local governmental agency or political subdivision because of Hazardous Material present in the presence, use, storage, handling, treatment, generation, release soil or disposal of such Hazardous Materials ground water on or from under the Premises ("Building or the Property due to the actions of Tenant, its agents, employees, contractors or invitees. Without limiting the foregoing, if the presence of any Hazardous Materials List"). Upon request of Landlord, Material on the Building or the Property caused or permitted by Tenant shall deliver to Landlord an updated Hazardous Materials List within thirty (30) days following Landlord’s request. Tenant shall deliver to Landlord true and correct copies results in any contamination of the permits, approvals, reports and correspondence, and storage and management plans relating to Building or the use, storage, handling, treatment, generation, release or disposal of Hazardous Materials by Tenant at the Premises. At any time following Tenant's receipt of a request from LandlordProperty, Tenant shall promptly complete a "hazardous materials questionnaire" using take all actions at its sole expense as are necessary to return the form then-provided by Landlord. At least three (3) months Building or the Property to the condition existing prior to the surrender introduction of any such Hazardous Material to the PremisesBuilding or the Property; provided that Landlord’s approval of such actions shall first be obtained, Tenant which approval shall deliver to Landlord a narrative description of not be unreasonably withheld so long as such actions would not potentially have any material adverse long-term or short-term effect on the actions proposed (Building or required by any governmental authority) to be taken by Tenant in order to surrender the Premises (including any Alterations permitted by Landlord to remain in the Premises, the Improvements and Laboratory Reusable Installations) at Property. The foregoing indemnity shall survive the expiration or earlier termination of the TermLease. As used herein, free from the term “Hazardous Material” means any residual impact from hazardous or toxic substance, material or waste listed as such by the Tenant’s use of Hazardous Materials and otherwise released for unrestricted use and occupancy consistent with Tenant’s obligations Environmental Protection Agency rules or by any other governmental entity or under Section 5.5(e) below (the "Surrender Plan"). Tenant’s Surrender Plan shall state that, (a) (i) all laboratory space, including floors, walls, ceilings, counters, piping, supply lines, waste lines and plumbing in or serving the Premises and all exhaust or other ductwork in or serving the Premises, and (ii) any applicable systems shared by laboratory spacelocal, including without limitation exhaust state or other ductworkfederal law, in rule, regulation or serving the Premises have been de-commissioned to the extent required by, and in accordance with, applicable Laws and in accordance with best industry practice; (b) the interior surfaces of the Premises (including floors, walls, ceilings, and counters), piping, supply lines, waste lines and plumbing, and all such ACTIVE/91437610.6order.

Hazardous Materials. (a) Landlord acknowledges that it is not To the intent of this Section 5.5 to prohibit Tenant from using extent the Premises for the Permitted Use. Tenant may operate its business according to prudent industry practices so long as the use or presence of Hazardous Materials is strictly and properly monitored following are required by Tenant according to all then applicable Environmental Laws. As a material inducement to Landlord to allow Tenant to use Hazardous Materials in connection with its business, Tenant agrees to deliver to Landlord prior to each of the Commencement Date a list identifying each type of Hazardous Materials to be brought upon, kept, used, stored, handled, treated, generated on, or released or disposed of from, Borrower and the Premises and setting forth Parent will conduct any and all governmental approvals or permits required investigations, studies, sampling and testing and will take, and will cause each of its Subsidiaries to take, any and all necessary remedial action in connection with the presence, storage, use, disposal, transportation or Release of any Hazardous Materials for which the Borrower is, or could be, liable. The foregoing shall not apply if, and only to the extent that (i) the Borrower's, the Parent's or such Subsidiary's liability for such presence, storage, handlinguse, treatmentdisposal, generation, release transportation or disposal Release of such any Hazardous Materials on is being contested in good faith and by appropriate proceedings diligently conducted by the Borrower, the Parent or from such Subsidiary, (ii) such remedial action is taken by other Persons responsible for such remedial action through an indemnification of the Premises Borrower or the Parent or ("iii) such non-compliance would not in any case or in the aggregate reasonably be expected to have a Material Adverse Effect. In the event the Borrower, the Parent or any of their Subsidiaries undertakes any such investigation, study, sampling, testing or remedial action with respect to any Hazardous Materials List"). Upon Materials, the Borrower, the Parent or such Subsidiary will conduct and complete such action in compliance with all applicable Environmental Laws, and in accordance with the policies, orders and directives of all federal, state and local Governmental Authorities except for such non-compliance as would not in any case or in the aggregate reasonably be expected to have a Material Adverse Effect. (b) At the request of Landlordthe Requisite Lenders or the Board from time to time, Tenant shall deliver the Borrower will provide to Landlord an updated Hazardous Materials List the Lenders within thirty sixty (3060) days following Landlord’s after such request. Tenant shall deliver to Landlord true and correct copies , at the expense of the permitsBorrower, approvalsan environmental site assessment report for any of its, reports and correspondencethe Parent's or their Subsidiaries' properties described in such request, and storage and management plans relating prepared by an environmental consulting firm reasonably acceptable to the useAgent, storage, handling, treatment, generation, release indicating the presence or disposal of Hazardous Materials by Tenant at the Premises. At any time following Tenant's receipt of a request from Landlord, Tenant shall promptly complete a "hazardous materials questionnaire" using the form then-provided by Landlord. At least three (3) months prior to the surrender of the Premises, Tenant shall deliver to Landlord a narrative description of the actions proposed (or required by any governmental authority) to be taken by Tenant in order to surrender the Premises (including any Alterations permitted by Landlord to remain in the Premises, the Improvements and Laboratory Reusable Installations) at the expiration or earlier termination of the Term, free from any residual impact from the Tenant’s use absence of Hazardous Materials and otherwise released for unrestricted use and occupancy consistent the estimated cost of any compliance, removal or remedial action in connection with Tenant’s obligations under Section 5.5(e) below (any Hazardous Materials on such properties; without limiting the "Surrender Plan"). Tenant’s Surrender Plan shall state thatgenerality of the foregoing, (a) (i) all laboratory spaceif the Agent determines at any time that a material risk exists that any such report will not be provided in the time referred to above, including floors, walls, ceilings, counters, piping, supply lines, waste lines and plumbing in or serving the Premises and all exhaust or other ductwork in or serving Agent may retain an environmental consulting firm to prepare such report at the Premisesexpense of the Borrower, and (ii) each of the Obligors hereby grants and agrees to cause any applicable systems shared by laboratory space, including without limitation exhaust or other ductwork, Subsidiary that owns property described in or serving such a request to grant at the Premises have been de-commissioned time of such request to the extent required byAgent, the Lenders, the Board, such firm and in accordance withany agents or representatives thereof an irrevocable non-exclusive license, applicable Laws and in accordance with best industry practice; (b) subject to the interior surfaces rights of the Premises (including floorstenants, walls, ceilings, and counters), piping, supply lines, waste lines and plumbing, and all to enter into their respective properties to undertake such ACTIVE/91437610.6an assessment.

Hazardous Materials. (a) Landlord Lessee, at all times, shall keep the Leased Premises and common areas free of non-contained Hazardous Materials. Lessee shall not generate, manufacture, release, or dispose of Hazardous Materials in, on, or about the Leased Premises or the Common Areas. Notwithstanding the foregoing, Lessee shall be entitled to utilize reasonable quantities of Hazardous Materials of the type typically used in Lessee’s business operations in compliance with all applicable laws and regulations. Lessee acknowledges that it is not responsible for Lessee’s compliance during the intent entire term of this Section 5.5 to prohibit Tenant from using the Premises for the Permitted Use. Tenant may operate its business according to prudent industry practices so long as the use or presence of Hazardous Materials is strictly Agreement with all federal, state, and properly monitored by Tenant according to all then applicable Environmental Laws. As a material inducement to Landlord to allow Tenant to use Hazardous Materials in connection with its businesslocal laws, Tenant agrees to deliver to Landlord prior rules and regulations relating to the Commencement Date a list identifying each type of Hazardous Materials to be brought uponemission into the air, keptdischarge onto lands and ground and surface waters, used, stored, handled, treated, generated on, or released or disposed of from, the Premises and setting forth any and all governmental approvals or permits required in connection with the presencestorage, use, storage, handling, treatment, generation, release or and disposal of such hazardous or toxic materials, substances, and wastes (collectively, “Hazardous Materials”) by Lessee, and all other federal, state and local environmental laws, rules and regulations applicable to Lessee’s use of the Leased Premises (collectively, “Environmental Laws”). Lessee shall not store, use, or dispose of on the Leased Premises or the Airport grounds any Hazardous Materials except in strict compliance with all applicable Environmental Laws and as otherwise set forth herein. Further, Lessee shall not permit any of its subtenants to store, use, or dispose of any Hazardous Materials on the Leased Premises or from Airport grounds except in strict compliance with all applicable Environmental Laws and as otherwise set forth herein. In the Premises event that Lessee or any of its subtenants causes or contributes to any soil, air, groundwater, surface water, or other environmental contamination ("collectively, “Environmental Contamination”), or if any Environmental Contamination is attributable to any Hazardous Materials List")brought onto the Leased Premises or the Airport grounds by Lessee or any of its subtenants, Lessee shall at its sole expense promptly take all investigatory and/or remedial action reasonably required for the remediation of such Environmental Contamination. Upon request Prior to undertaking any investigatory or remedial action, however, ▇▇▇▇▇▇ shall first obtain Landlord’s approval of Landlordany proposed investigatory or remedial action, Tenant which shall deliver not be unreasonably withheld, conditioned, or delayed. Should Lessee fail at any time to promptly take such action, Landlord an updated Hazardous Materials List may enter the Leased Premises and undertake such action at ▇▇▇▇▇▇’s sole cost and expense, and ▇▇▇▇▇▇ shall reimburse Landlord for all such expenses within thirty (30) days following Landlord’s request. Tenant shall deliver to Landlord true and correct copies of the permits, approvals, reports and correspondencebeing billed for those expenses, and storage any amount not paid within that thirty (30) day period shall thereafter be deemed delinquent rent. These obligations are in addition to any defense and management plans relating to the use, storage, handling, treatment, generation, release or disposal of Hazardous Materials by Tenant at the Premises. At any time following Tenant's receipt of a request from Landlord, Tenant shall promptly complete a "hazardous materials questionnaire" using the form then-provided by Landlord. At least three (3) months prior to the surrender of the Premises, Tenant shall deliver to Landlord a narrative description of the actions proposed (or required by any governmental authority) to be taken by Tenant in order to surrender the Premises (including any Alterations permitted by Landlord to remain in the Premises, the Improvements and Laboratory Reusable Installations) at the expiration or earlier termination of the Term, free from any residual impact from the Tenant’s use of Hazardous Materials and otherwise released for unrestricted use and occupancy consistent with Tenant’s indemnity obligations that Lessee may have under Section 5.5(e) below (the "Surrender Plan"). Tenant’s Surrender Plan shall state that, (a) (i) all laboratory space, including floors, walls, ceilings, counters, piping, supply lines, waste lines and plumbing in or serving the Premises and all exhaust or other ductwork in or serving the Premises, and (ii) any applicable systems shared by laboratory space, including without limitation exhaust or other ductwork, in or serving the Premises have been de-commissioned to the extent required by, and in accordance with, applicable Laws and in accordance with best industry practice; (b) the interior surfaces of the Premises (including floors, walls, ceilings, and counters), piping, supply lines, waste lines and plumbing, and all such ACTIVE/91437610.6this Agreement.

Hazardous Materials. Tenant shall not introduce or transfer to the Premises or Property, any Hazardous Materials (a) Landlord acknowledges that it is as hereinafter defined); nor dump, flush or otherwise dispose of any Hazardous Materials into the drainage, sewage or waste disposal systems serving the Premises or Property; nor generate, store, use, release, spill or dispose of any Hazardous Materials in or on the Premises or the Property, or to transfer any Hazardous Materials from the Premises to any other location; and Tenant shall not commit or suffer to be committed in or on the intent Premises or Property any act which would require any reporting or filing of this Section 5.5 any notice with any governmental agency pursuant to any statutes, laws, codes, ordinances, rules or regulations, present or future, applicable to the Property or to Hazardous Materials. This paragraph shall not prohibit Tenant from storing and using fungicidal or pesticide fumigants used in the Premises production, handling and storage of grain for which the Tenant has all required permits to purchase, use and store, or minimal quantities of cleaning fluids, photocopy toner and other products or substances which may constitute Hazardous Materials, but which are customarily present in or about premises devoted to administrative office uses provided (i) that such use, including storage and disposal thereof, by Tenant is in strict compliance with all Environmental Laws and the manufacturer's instructions and recommendations for the Permitted Use. Tenant may operate its business according to prudent industry practices so long as the safe use or presence of Hazardous Materials is strictly and properly monitored by Tenant according to all then applicable Environmental Laws. As a material inducement to Landlord to allow Tenant to use Hazardous Materials in connection with its business, Tenant agrees to deliver to Landlord prior to the Commencement Date a list identifying each type of Hazardous Materials to be brought upon, kept, used, stored, handled, treated, generated on, or released or disposed of from, the Premises and setting forth any and all governmental approvals or permits required in connection with the presence, use, storage, handling, treatment, generation, release or disposal of such Hazardous Materials on or from the Premises ("Hazardous Materials List"). Upon request of Landlord, Tenant shall deliver to Landlord an updated Hazardous Materials List within thirty (30) days following Landlord’s request. Tenant shall deliver to Landlord true and correct copies of the permits, approvals, reports and correspondence, and storage and management plans relating to the use, storage, handling, treatment, generation, release or disposal of Hazardous Materials by Tenant at the Premises. At any time following Tenant's receipt of a request from Landlord, Tenant shall promptly complete a "hazardous materials questionnaire" using the form then-provided by Landlord. At least three (3) months prior to the surrender of the Premises, Tenant shall deliver to Landlord a narrative description of the actions proposed (or required by any governmental authority) to be taken by Tenant in order to surrender the Premises (including any Alterations permitted by Landlord to remain in the Premises, the Improvements and Laboratory Reusable Installations) at the expiration or earlier termination of the Term, free from any residual impact from the Tenant’s use of Hazardous Materials and otherwise released for unrestricted use and occupancy consistent with Tenant’s obligations under Section 5.5(e) below (the "Surrender Plan"). Tenant’s Surrender Plan shall state that, (a) (i) all laboratory space, including floors, walls, ceilings, counters, piping, supply lines, waste lines and plumbing in or serving the Premises and all exhaust or other ductwork in or serving the Premisesproducts, and (ii) Tenant follows the highest recognized standard of care with respect to the use and disposal of such products. Tenant agrees that if Tenant or any of Tenant's employees, agents, contractors or invitees shall generate, store, release, spill, dispose of or transfer to the Premises or Property any Hazardous Materials, Tenant shall forthwith remove the same, at its sole cost and expense, in the manner provided by all applicable systems shared Environmental Laws (as hereinafter defined), regardless of when such Hazardous Materials shall be discovered. Furthermore, Tenant shall pay any fines, penalties or other assessments imposed by laboratory spaceany governmental agency with respect to any such Hazardous Materials and shall forthwith repair and restore any portion of the Premises or Property which it shall disturb in so removing any such Hazardous Materials to the condition which existed prior to Tenant's disturbance thereof. Tenant agrees to deliver promptly to Landlord any notices, orders or similar documents received from any governmental agency or official concerning any violation of any Environmental Laws or with respect to any Hazardous Materials affecting the Premises or Property. In addition, Tenant shall, within ten (10) days of receipt, accurately complete any questionnaires from Landlord or other informational requests relating to Tenant's use of the Premises and, in particular, to Tenant's use, generation, storage and/or disposal of Hazardous Materials at, to, or from the Premises. Tenant shall indemnify, defend (by counsel satisfactory to Landlord), protect, and hold Landlord free and harmless from and against any and all claims, or threatened claims, including without limitation exhaust limitation, claims for death of or injury to any person or damage to any property, actions, administrative proceedings, whether formal or informal, judgments, damages, punitive damages, liabilities, penalties, fines, costs, taxes, assessments, forfeitures, losses, expenses, attorneys' fees and expenses, consultant fees, and expert fees that arise from or are caused in whole or in part, directly or indirectly, by (i) use, analysis, storage, transportation, disposal, release, threatened release, discharge or generation of Hazardous Materials to, in, on, under, about or from the Premises by Tenant or Tenant's employees, agents, contractors or invitees, or (ii) Tenant's failure or the failure of any of Tenant's employees, agents or contractors to comply with any Environmental Laws. Tenant's obligations hereunder shall include, without limitation, and whether foreseeable or unforeseeable, all costs (including, without limitation, capital, operating and maintenance costs) incurred in connection with any investigation or monitoring of site conditions, repair, cleanup, containment, remedial, removal or restoration work, or detoxification or decontamination of the Premises, and the preparation and implementation of any closure, remedial action or other ductworkrequired plans in connection therewith. For purposes of this Section 6.2.8, in any acts or serving the Premises have been de-commissioned omissions of Tenant, or by employees, agents, assignees, contractors or subcontractors of Tenant or others acting for or on behalf of Tenant (whether or not they are negligent, intentional, willful or unlawful) shall be attributable to the extent required by, and in accordance with, applicable Laws and in accordance with best industry practice; (b) the interior surfaces of the Premises (including floors, walls, ceilings, and counters), piping, supply lines, waste lines and plumbing, and all such ACTIVE/91437610.6Tenant.

Hazardous Materials. (a) Landlord acknowledges that it is not Except for the intent incidental use of this Section 5.5 to prohibit Tenant from using certain products for routine cleaning and maintenance of floors, bathrooms, windows, kitchens, and administrative offices on the Premises for or Project, Tenant hereby represents, warrants and covenants that Tenant will not produce, use, store or generate any "Hazardous Materials" (as defined below) on, under or about the Permitted UsePremises and/or Project. Tenant has fully and accurately completed Landlord's Pre-Leasing Environmental Exposure Questionnaire ("Environmental Questionnaire") attached hereto as Exhibit "F" incorporated herein by reference. If Tenant's Environmental Questionnaire indicates that Tenant will be utilizing Hazardous Materials, in addition to all other rights and remedies Landlord may operate its business according have under this Lease, including, without limitation, declaring a default hereunder by Tenant for breach of representation, Landlord may require Tenant to prudent industry practices so long as the use or presence of execute an amendment to this Lease relating to such Hazardous Materials is strictly use and properly monitored Tenant's failure to execute any such amendment within ten (10) days of Landlord's delivery thereof to Tenant shall constitute a default hereunder by Tenant. Tenant according to all then applicable Environmental Laws. As a material inducement to Landlord to allow Tenant to use shall not cause or permit any Hazardous Materials in connection with its business, Tenant agrees to deliver to Landlord prior to the Commencement Date a list identifying each type of Hazardous Materials Material to be brought upon, kept, usedplaced, stored, manufactured, generated, blended, handled, treatedrecycled, generated disposed of, used or released on, in, under or released about the Premises and/or Project by Tenant or disposed Tenant's Parties. Tenant shall not excavate, disturb or conduct any testing of fromany soils on or about the Project without obtaining Landlord's prior written consent, and any investigation or remediation on or about the Project shall be conducted only by a consultant approved in writing by Landlord and pursuant to a work letter approved in writing by Landlord. Tenant shall keep, operate and maintain the Premises in full compliance with all federal, state and local environmental, health and/or safety laws, ordinances, rules, regulations, codes, orders, directives, guidelines, permits or permit conditions currently existing and as amended, enacted, issued or adopted in the future which are applicable to the Premises (collectively, "ENVIRONMENTAL LAWS") and relate to Hazardous Materials that are introduced or permitted on or about the Project by Tenant or Tenant's Parties. Landlord shall have the right (but not the obligation) to enter upon the Premises and setting forth cure any and all governmental approvals or permits required in connection non-compliance by Tenant with the presenceterms of this Paragraph 3.2 or any Environmental Laws or any release, discharge, spill, improper use, storage, handling, treatment, generation, release or disposal of such Hazardous Materials on or from the Premises ("Hazardous Materials List"). Upon request of Landlord, Tenant shall deliver to Landlord an updated Hazardous Materials List within thirty (30) days following Landlord’s request. Tenant shall deliver to Landlord true and correct copies of the permits, approvals, reports and correspondence, and storage and management plans relating to the use, storage, handling, treatment, generation, release handling or disposal of Hazardous Materials on, under, from, or about the Premises or Project, regardless of the quantity of any such release, discharge, spill, improper use, storage, handling or disposal of Hazardous Materials on or about the Premises or Project, the full cost of which shall be deemed to be Rent and shall be due and payable by Tenant at to Landlord immediately upon demand if resulting from any act or omission of Tenant or Tenant's Parties or from any breach of Tenant's obligations hereunder. If Landlord elects to enter upon the Premises and cure any such non-compliance or release, discharge, spill, improper use, storage, handling or disposal of Hazardous Materials on, under, from, or about the Premises or Project, Tenant shall not be entitled to participate in Landlord's activities on the Premises. At If any time following Tenant's receipt of a request from Landlord, Tenant shall promptly complete a "hazardous materials questionnaire" using the form then-information provided by Landlord. At least three (3) months prior to the surrender of the Premises, Tenant shall deliver to Landlord a narrative description of the actions proposed (or required by any governmental authority) to be taken by Tenant in order the Environmental Questionnaire, or otherwise relating to surrender information concerning Hazardous Materials is false, incomplete, or misleading in any material respect, the Premises same shall be deemed an event of default by Tenant under this Lease. Without limiting in any way Tenant's obligations under any other provision of this Lease, Tenant and its successors and assigns shall indemnify, protect, defend and hold Landlord, its partners, officers, directors, shareholders, employees, agents, lenders, contractors and each of their respective successors and assigns (including collectively, the "INDEMNIFIED PARTIES") harmless from any Alterations permitted by Landlord to remain and all claims, judgments, damages, penalties, enforcement actions, taxes, fines, remedial actions, liabilities, losses, costs and expenses (including, without limitation, actual attorneys' fees, litigation, arbitration and administrative proceeding costs, expert and consultant fees and laboratory costs) including, without limitation, damages arising out of the diminution in the Premises, the Improvements and Laboratory Reusable Installations) at the expiration or earlier termination of the Term, free from any residual impact from the Tenant’s use of Hazardous Materials and otherwise released for unrestricted use and occupancy consistent with Tenant’s obligations under Section 5.5(e) below (the "Surrender Plan"). Tenant’s Surrender Plan shall state that, (a) (i) all laboratory space, including floors, walls, ceilings, counters, piping, supply lines, waste lines and plumbing in or serving the Premises and all exhaust or other ductwork in or serving the Premises, and (ii) any applicable systems shared by laboratory space, including without limitation exhaust or other ductwork, in or serving the Premises have been de-commissioned to the extent required by, and in accordance with, applicable Laws and in accordance with best industry practice; (b) the interior surfaces value of the Premises (including floorsor Project or any portion thereof, wallsdamages for the loss of the Premises or Project, ceilingsdamages arising from any adverse impact on the marketing of space in the Premises or Project, and counterssums paid in settlement of claims, which arise during or after the Term in whole or in part as a result of the presence or suspected presence of any Hazardous Materials, in, on, under, from or about the Premises or the Project and/or other adjacent properties due to Tenant's or Tenant's Parties' activities, or failures to act (including, without limitation, Tenant's failure to report any spill or release to the appropriate regulatory agencies), pipingon or about the Premises or Project. For purposes of this Lease, supply linesthe term "HAZARDOUS MATERIAL" means any chemical, substance, material, controlled substance, object, waste lines or any combination thereof, which is or may be hazardous to human health, safety or to the environment due to its radioactivity, ignitability, corrosiveness, reactivity, explosiveness, toxicity, carcinogenicity, infectiousness or other harmful or potentially harmful properties or effects, including, without limitation, petroleum and plumbingpetroleum products, benzene, toluene, ethyl benzene, xylenes, waste oil, asbestos, radon, polychlorinated biphenyls (PCBs), degreasers, solvents, and any and all such ACTIVE/91437610.6of those chemicals, substances, materials, controlled substances, objects, wastes or combinations thereof which are now or may become in the future listed, defined or regulated in any manner as "hazardous substances", "hazardous wastes", "toxic substances", "solid wastes," or bearing similar or analogous definitions pursuant to any and all Environmental Laws.

Hazardous Materials. (a) Landlord warrants and represents that the Property does not contain "Hazardous Materials", as that phrase is defined herein. For purposes of this provision, the phrase "Hazardous Materials" shall mean and include any toxic contaminated or other hazardous materials including, without limitation, asbestos, PCB, transformers, underground storage containers, materials containing any radioactive substances, petroleum base products, paints, solvents, lead, cyanide, DDT, acids, pesticides, ammonium compounds, and any other substance forming a component part of the improvements which has heretofore or may in the future be determined to contain toxic wastes, hazardous materials, or undesireable substances injurious to the health of occupants living or working in or around the subject Property. Landlord acknowledges that it is current and future federal, state, and local laws and regulations may require the clean up of any such Hazardous Materials at the expense of those persons who in the past, present, or future may have had or continue to have any interest in the Property including, but not limited to, current, past, and future owners and users, including tenants, of the intent Property. The cost and expense of such clean up may be substantial. Landlord further acknowledges that the real estate Brokers and their agents involved in the negotiation of this Section 5.5 transaction have no expertise with respect to prohibit Tenant from using any such Hazardous Materials. Landlord acknowledges and agrees that Landlord shall look solely to experts and professionals selected by Landlord to advise Landlord with respect to the Premises condition of the Property and shall not hold the real estate Brokers or their agents responsible for the Permitted Use. Tenant may operate its business according to prudent industry practices so long as the use or presence of any Hazardous Materials is strictly and properly monitored by Tenant according condition or problem relating to all then applicable Environmental Lawsthe Property. As a material inducement to Landlord to allow Tenant to use Hazardous Materials in connection with its business, Tenant hereby agrees to deliver to Landlord prior to indemnify, defend, and hold the Commencement Date a list identifying each type real estate Brokers and their agents participating in this transaction harmless of Hazardous Materials to be brought upon, kept, used, stored, handled, treated, generated on, or released or disposed of from, the Premises and setting forth from any and all governmental approvals liability, claim, debt, damage, cost, or permits required expense, including reasonable attorneys' fees, related to or arising out of or in connection with the presence, use, storage, handling, treatment, generation, release or disposal of such any way connected to Hazardous Materials on or from and/or toxic wastes and/or any other undesirable substances affecting the Premises Property. ("Hazardous Materials List"). Upon request TAR-006) Rev. 3/91 Page 3 of Landlord5 Pages Realty One Software, Tenant shall deliver to Landlord an updated Hazardous Materials List within thirty PO B▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ (30) days following Landlord’s request. Tenant shall deliver to Landlord true and correct copies of the permits, approvals, reports and correspondence, and storage and management plans relating to the use, storage, handling, treatment, generation, release or disposal of Hazardous Materials by Tenant at the Premises. At any time following Tenant's receipt of a request from Landlord, Tenant shall promptly complete a "hazardous materials questionnaire" using the form then▇▇8)383-provided by Landlord. At least three (3) months prior to the surrender of the Premises, Tenant shall deliver to Landlord a narrative description of the actions proposed (or required by any governmental authority) to be taken by Tenant in order to surrender the Premises (including any Alterations permitted by Landlord to remain in the Premises, the Improvements and Laboratory Reusable Installations) at the expiration or earlier termination of the Term, free from any residual impact from the Tenant’s use of Hazardous Materials and otherwise released for unrestricted use and occupancy consistent with Tenant’s obligations under Section 5.5(e) below (the "Surrender Plan"). Tenant’s Surrender Plan shall state that, (a) (i) all laboratory space, including floors, walls, ceilings, counters, piping, supply lines, waste lines and plumbing in or serving the Premises and all exhaust or other ductwork in or serving the Premises, and (ii) any applicable systems shared by laboratory space, including without limitation exhaust or other ductwork, in or serving the Premises have been de-commissioned to the extent required 8515 Provided by, and in accordance with, applicable Laws and in accordance with best industry practice; (b) the interior surfaces of the Premises (including floors, walls, ceilings, and counters), piping, supply lines, waste lines and plumbing, and all such ACTIVE/91437610.6: Broker 04/16/1999

Hazardous Materials. (a) Landlord acknowledges that it is not the intent For purposes of this Section 5.5 Lease, the term “Hazardous Material” means any hazardous substance, hazardous waste, infectious waste, petroleum product or toxic substance, material, or waste which becomes regulated or is defined as such by any local, state or federal governmental authority. Except for reasonable quantities of ordinary office supplies such as copier toners, liquid paper and ink and common cleaning materials and solvents or other substances commonly used in non-hospital medical offices (all of which shall in any event be kept, stored and used only in accordance with applicable laws and regulations), Tenant shall not cause or permit any Hazardous Material to prohibit Tenant from using be brought, kept or used in or about the Premises or the Property by Tenant, its agents, employees, contractors, or invitees. Tenant hereby agrees to indemnify Landlord from and against any breach by Tenant of the obligations stated in the preceding sentence, and agrees to defend and hold Landlord harmless from and against any and all claims, judgments, damages, penalties, fines, costs, liabilities, or losses (including, without limitation, diminution in value of the Property, damages for the Permitted Useloss or restriction or use of rentable space or of any amenity of the Property, damages arising from any adverse impact on marketing of space in the Property, sums paid in settlement of claims, attorneys’ fees, consultant fees and expert fees) which arise during or after the Term of this Lease as result of such breach. This indemnification of Landlord by Tenant may operate its business according includes, without limitation, costs incurred in connection with any investigation of site conditions and any cleanup, remedial removal, or restoration work required due to prudent industry practices so long as the use or presence of Hazardous Materials is strictly and properly monitored Material stored, introduced or released by Tenant according or its employees, agents, contractors or invitees. Tenant shall promptly notify Landlord of any release of a Hazardous Material in the Premises or at the Property of which Tenant becomes aware, whether caused by Tenant or any other person or entity. (b) If Tenant knows, or has reasonable cause to all then applicable Environmental Lawsbelieve, that a Hazardous Material, or a condition involving or resulting from same, has come to be located in, on or under or about the Premises or the Property, Tenant shall immediately give written notice of such fact to Landlord. As Tenant shall also promptly give Landlord (without demand by Landlord) a material inducement to Landlord to allow copy of any statement, report, notice, registration, application, permit, license, given by Tenant to use Hazardous Materials in connection with its businessor received by Tenant from, Tenant agrees to deliver to Landlord prior to the Commencement Date a list identifying each type of Hazardous Materials to be brought upon, kept, used, stored, handled, treated, generated onany governmental authority or private party, or released persons entering or disposed of fromoccupying the Premises, the Premises and setting forth any and all governmental approvals or permits required in connection with concerning the presence, usespill, storagerelease, handlingdischarge of or exposure to, treatmentany Hazardous Material or contamination in, generation, release or disposal of such Hazardous Materials on or from about the Premises ("Hazardous Materials List"). Upon request of Landlord, Tenant shall deliver to Landlord an updated Hazardous Materials List within thirty (30) days following Landlord’s request. Tenant shall deliver to Landlord true and correct copies of or the permits, approvals, reports and correspondence, and storage and management plans relating to the use, storage, handling, treatment, generation, release or disposal of Hazardous Materials by Tenant at the Premises. At any time following Tenant's receipt of a request from Landlord, Tenant shall promptly complete a "hazardous materials questionnaire" using the form then-provided by Landlord. At least three (3) months prior to the surrender of the Premises, Tenant shall deliver to Landlord a narrative description of the actions proposed (or required by any governmental authority) to be taken by Tenant in order to surrender the Premises (including any Alterations permitted by Landlord to remain in the Premises, the Improvements and Laboratory Reusable Installations) at the expiration or earlier termination of the Term, free from any residual impact from the Tenant’s use of Hazardous Materials and otherwise released for unrestricted use and occupancy consistent with Tenant’s obligations under Section 5.5(e) below (the "Surrender Plan"). Tenant’s Surrender Plan shall state that, (a) (i) all laboratory space, including floors, walls, ceilings, counters, piping, supply lines, waste lines and plumbing in or serving the Premises and all exhaust or other ductwork in or serving the Premises, and (ii) any applicable systems shared by laboratory space, including without limitation exhaust or other ductwork, in or serving the Premises have been de-commissioned to the extent required by, and in accordance with, applicable Laws and in accordance with best industry practice; (b) the interior surfaces of the Premises (including floors, walls, ceilings, and counters), piping, supply lines, waste lines and plumbing, and all such ACTIVE/91437610.6Property.

Hazardous Materials. (a) Landlord acknowledges that it is Tenant shall not the intent of this Section 5.5 cause nor permit, nor allow any Tenant Party to prohibit Tenant from using the Premises for the Permitted Use. Tenant may operate its business according to prudent industry practices so long as the use cause or presence of Hazardous Materials is strictly and properly monitored by Tenant according to all then applicable Environmental Laws. As a material inducement to Landlord to allow Tenant to use Hazardous Materials in connection with its businesspermit, Tenant agrees to deliver to Landlord prior to the Commencement Date a list identifying each type of any Hazardous Materials to be brought upon, keptstored, usedmanufactured, storedgenerated, blended, handled, recycled, treated, generated disposed or used on, under or released about the Premises, the Building, the Common Area or the Project, except for routine office and janitorial supplies in usual and customary quantities stored, used and disposed of fromin accordance with all applicable Environmental Laws. Tenant and Tenant's Parties shall comply with all Environmental Laws and promptly notify Landlord in writing of the violation of any Environmental Law or presence of any Hazardous Materials, other than office and janitorial supplies as permitted above, on the Premises. Landlord shall have the right to enter upon and inspect the Premises and setting forth to conduct tests, monitoring and investigations. If such tests indicate the presence of any environmental condition caused or exacerbated by Tenant or any Tenant Party or arising during Tenant's or any Tenant Party's occupancy, Tenant shall reimburse Landlord for the cost of conducting such tests. The phrase "environmental condition" shall mean any adverse condition relating to any Hazardous Materials or the environment, including surface water, groundwater, drinking water supply, land, surface or subsurface strata or the ambient air and includes air, land and water pollutants, noise, vibration, light and odors. In the event of any such environmental condition, Tenant shall promptly take any and all governmental approvals steps necessary to rectify the same to the satisfaction of the applicable agencies and Landlord, or permits required shall, at Landlord's election, reimburse Landlord, upon demand, for the cost to Landlord of performing rectifying work. The reimbursement shall be paid to Landlord in connection with advance of Landlord's performing such work, based upon Landlord's reasonable estimate of the presence, use, storage, handling, treatment, generation, release or disposal cost thereof; and upon completion of such Hazardous Materials on or from the Premises ("Hazardous Materials List"). Upon request of work by Landlord, Tenant shall deliver pay to Landlord an updated Hazardous Materials List any shortfall within thirty (30) days following Landlord’s requestafter Landlord bills Tenant therefore or Landlord shall within thirty (30) days refund to Tenant any excess deposit, as the case may be. Tenant shall deliver indemnify, protect, defend (by counsel acceptable to Landlord) and hold harmless Landlord true and correct copies Landlord's affiliated entities, and each of their respective members, managers, partners, directors, officers, employees, shareholders, lenders, agents, contractors, along with the successors and assigns of the permitsforegoing, approvals(individually and collectively, reports "Indemnitees") from and correspondenceagainst any and all claims, judgments, causes of action, damages, penalties, fines, taxes, costs, liabilities, losses and storage and management plans relating to the use, storage, handling, treatment, generation, release or disposal of Hazardous Materials by Tenant expenses arising at the Premises. At any time following Tenant's receipt during or after the Term as a result (directly or indirectly) of a request from Landlord, Tenant shall promptly complete a "hazardous materials questionnaire" using the form then-provided by Landlord. At least three (3) months prior to the surrender of the Premises, Tenant shall deliver to Landlord a narrative description of the actions proposed (or required by any governmental authority) to be taken by Tenant in order to surrender the Premises (including any Alterations permitted by Landlord to remain in the Premises, the Improvements and Laboratory Reusable Installations) at the expiration or earlier termination of the Term, free from any residual impact from the Tenant’s use of Hazardous Materials and otherwise released for unrestricted use and occupancy consistent connection with Tenant’s obligations under Section 5.5(e) below (the "Surrender Plan"). Tenant’s Surrender Plan shall state that, (a) (i) all laboratory space, including floors, walls, ceilings, counters, piping, supply lines, waste lines and plumbing in Tenant and/or any Tenant Party's breach of this Article 51 or serving the Premises and all exhaust or other ductwork in or serving the Premises, and (ii) any applicable systems shared by laboratory space, including without limitation exhaust or other ductwork, in or serving the Premises have been de-commissioned to the extent required by, and in accordance with, applicable Laws and in accordance with best industry practice; (b) the interior surfaces presence of Hazardous Materials on, under or about the Premises or other property as a result (including floorsdirectly or indirectly) of Tenant's and/or any Tenant Party's activities, wallsor failure to act, ceilingsin connection with the Premises. This indemnity shall include, without limitation, the cost of any required or necessary repair, cleanup or detoxification, and counters)the preparation and implementation of any closure, pipingmonitoring or other required plans, supply lineswhether such action is required or necessary prior to or following the termination of this Lease. Neither the written consent by Landlord to the presence of Hazardous Materials on, waste lines and plumbingunder or about the Premises, and nor the strict compliance by Tenant with all such ACTIVE/91437610.6Environmental Laws, shall excuse Tenant from Tenant's obligation of indemnification pursuant hereto. Tenant's obligations pursuant to the foregoing indemnity shall survive the expiration or termination of this Lease.

Hazardous Materials. Tenant shall not (aeither with or without negligence) Landlord acknowledges that it is cause or permit the escape, disposal or release of any biologically or chemically active or other hazardous substances, or materials. Tenant shall not allow the intent storage or use of this Section 5.5 to prohibit Tenant from using such substances or materials in any manner not sanctioned by law or by the Premises highest standards prevailing in the industry for the Permitted Use. Tenant may operate its business according to prudent industry practices so long as the storage and use of such substances or presence of Hazardous Materials is strictly and properly monitored by Tenant according to all then applicable Environmental Laws. As a material inducement to Landlord to materials, nor allow Tenant to use Hazardous Materials in connection with its business, Tenant agrees to deliver to Landlord prior to the Commencement Date a list identifying each type of Hazardous Materials to be brought uponinto the Lot any such materials or substances except to use in the ordinary course of Tenant's business, keptand then only after written notice is given to Landlord of the identity of such substances or materials. Without limitation, usedhazardous substances and materials shall include those described in the Comprehensive Environmental Response, storedCompensation and Liability Act of 1980, handledas amended, treated42 U.S.C. Section 9601 et seq., generated onthe Resource Conservation and Recovery Act, as amended, 42 U.S.C Section 6901 et seq., any applicable state or local laws and the regulations adopted under these acts. If any lender or governmental agency shall ever require testing to ascertain whether or not there has been any release of hazardous materials then the reasonable costs thereof shall be reimbursed by Tenant to Landlord upon demand as additional rent if Tenant caused such release, or released or disposed if Landlord has a reasonable basis to believe that Tenant caused a release of from, the Premises and setting forth any and all governmental approvals or permits required in connection with the presence, use, storage, handling, treatment, generation, release or disposal of such Hazardous Materials on or from the Premises ("Hazardous Materials List")hazardous materials. Upon request of LandlordIn addition, Tenant shall deliver execute affidavits, representations and the like from time to Landlord an updated Hazardous Materials List within thirty (30) days following Landlord’s request. Tenant shall deliver to Landlord true and correct copies of the permits, approvals, reports and correspondence, and storage and management plans relating to the use, storage, handling, treatment, generation, release or disposal of Hazardous Materials by Tenant time at the Premises. At any time following Landlords' request concerning Tenant's receipt best knowledge and belief regarding the presence of a request from Landlordhazardous substances or materials on the demised premises. In all events, Tenant shall promptly complete a "indemnify Landlord in the manner elsewhere provided in this lease from any release of hazardous materials questionnaire" using on the form then-provided by Landlord. At least three (3) months prior to the surrender of the Premisesdemised premises occurring while Tenant is in possession, Tenant shall deliver to Landlord a narrative description of the actions proposed (or required by any governmental authority) to be taken elsewhere if caused by Tenant in order to surrender the Premises (including any Alterations permitted by Landlord to remain in the Premises, the Improvements and Laboratory Reusable Installations) at or persons acting under Tenant. The within covenants shall survive the expiration or earlier termination of the Termterm of this lease. Landlord agrees that it shall indemnify, free defend and hold Tenant harmless from and against any residual impact from the Tenant’s use claims, suits, causes of Hazardous Materials action, costs and otherwise released for unrestricted use and occupancy consistent with Tenant’s obligations under Section 5.5(e) below (the "Surrender Plan"). Tenant’s Surrender Plan shall state that, (a) (i) all laboratory spacefees, including floorsattorneys' fees, wallsarising from or connected with any contamination, ceilingsclaim of contamination, counters, piping, supply lines, waste lines and plumbing in loss or serving the Premises and all exhaust or other ductwork in or serving the Premises, and (ii) any applicable systems shared by laboratory spacedamage, including without limitation exhaust the cost of treating in order to confirm the presence, containment and/or removal of such oil, materials or other ductwork, in waste brought onto the Lot or serving into the Premises have been de-commissioned Building prior to the extent required by, and in accordance with, applicable Laws and in accordance with best industry practice; (b) the interior surfaces date of the Premises (including floors, walls, ceilings, and counters), piping, supply lines, waste lines and plumbing, and all such ACTIVE/91437610.6this lease.

Hazardous Materials. Certain California and federal laws, including the Comprehensive Environmental Response Compensation & Liability Act of 1980 (a) Landlord acknowledges that it is not “CERCLA”), 42 U.S.C. Section 9601 et seq., and California Health & Safety Code Section 25359.7, require sellers of certain real estate to disclose the intent of this Section 5.5 to prohibit Tenant from using the Premises for the Permitted Use. Tenant may operate its business according to prudent industry practices so long as the use or presence existence of Hazardous Materials is strictly and properly monitored by Tenant according to all then applicable Environmental Lawslocated on or beneath the property being transferred. As a material inducement to Landlord to allow Tenant to use Hazardous Materials in connection with its business, Tenant agrees to deliver to Landlord prior to the Commencement Date a list identifying each type of Hazardous Materials to be brought upon, kept, used, stored, handled, treated, generated on, or released or disposed of from, the Premises and setting forth To satisfy such obligations under any and all governmental approvals or permits required applicable laws, ordinances, rules and regulations, Seller, on behalf of itself and the Seller Parties has provided to Buyer the Disclosure Statement. Subject to Seller’s representations and warranties in connection with the presencethis Agreement, use, storage, handling, treatment, generation, release or disposal of such Hazardous Materials on or from the Premises ("Hazardous Materials List"). Upon request of Landlord, Tenant shall deliver to Landlord an updated Hazardous Materials List within thirty (30) days following Landlord’s request. Tenant shall deliver to Landlord true Buyer acknowledges and correct copies of the permits, approvals, reports and correspondence, and storage and management plans relating to the use, storage, handling, treatment, generation, release or disposal of Hazardous Materials by Tenant at the Premises. At any time following Tenant's receipt of a request from Landlord, Tenant shall promptly complete a "hazardous materials questionnaire" using the form then-provided by Landlord. At least three (3) months prior to the surrender of the Premises, Tenant shall deliver to Landlord a narrative description of the actions proposed (or required by any governmental authority) to be taken by Tenant in order to surrender the Premises (including any Alterations permitted by Landlord to remain in the Premises, the Improvements and Laboratory Reusable Installations) at the expiration or earlier termination of the Term, free from any residual impact from the Tenant’s use of Hazardous Materials and otherwise released for unrestricted use and occupancy consistent with Tenant’s obligations under Section 5.5(e) below (the "Surrender Plan"). Tenant’s Surrender Plan shall state that, (a) agrees (i) all laboratory space, including floors, walls, ceilings, counters, piping, supply lines, waste lines and plumbing in that Seller has not made any representations or serving warranties regarding the Premises and all exhaust Property Documents or other ductwork in or serving the PremisesDisclosure Statement, and (ii) that Seller shall have no liability for any applicable systems shared of the soil, environmental or structural conditions or any other conditions or matters described in any Property Documents or the Disclosure Statement, or otherwise. Seller agrees that Buyer shall have the right to retain its own consultants and experts to conduct its own inspections and examinations of the Property and all matters relating to the Property pursuant to the Access Agreement. By its execution of this Agreement, subject to Seller’s representations and warranties in this Agreement, Buyer (1) acknowledges its receipt of the Disclosure Statement given pursuant to Section 25359.7 of the California Health and Safety Code and that it is aware of the benefits conferred to Buyer by laboratory spaceSection 1542 of the California Civil Code and the risks it assumes by any waiver of its benefits thereunder; (2) is fully aware of or prior to the expiration of the Due Diligence Period will be fully aware of the matters described in the Property Documents; and (3) after receiving advice of its legal counsel, waives any and all rights or remedies whatsoever, express or implied, Buyer may have against Seller, including without limitation exhaust remedies for actual damages under Section 25359.7 of the California Health and Safety Code, arising out of or resulting from any unknown, unforeseen or unanticipated presence or releases of Hazardous Substances or other ductwork, in Hazardous Substances from or serving on the Premises have been de-commissioned Property. Notwithstanding anything to the extent required bycontrary contained herein, nothing in this Section 5.3 shall limit, waive, amend, modify or negate any obligation or liability of Ligand or any other Seller Party pursuant to the Lease, which Lease provisions are intended to be a narrow exception to the provisions of this Agreement. The provisions of this paragraph shall survive the Close of Escrow and in accordance with, applicable Laws and in accordance shall not be merged with best industry practice; (b) the interior surfaces of the Premises (including floors, walls, ceilings, and counters), piping, supply lines, waste lines and plumbing, and all such ACTIVE/91437610.6Deed.

Hazardous Materials. Neither Lessee, its successors or assigns, nor any permitted assignee or sublessee, licensee or other person or entity acting by or through Lessee, shall (aeither with or without negligence) Landlord acknowledges that it is cause or permit the escape, disposal or release of any "Hazardous Substances, or Materials" (as hereinafter defined). Lessee shall not allow the intent storage or use of this Section 5.5 to prohibit Tenant from using such Hazardous Substances or Materials in any manner not sanctioned by law and by the Premises highest standards prevailing in the industry for the Permitted Usestorage and use of such Hazardous Substances or Materials, nor allow to be brought into the Building, the Land, or the demised premises any such Hazardous Substances or Materials except to use in the ordinary course of Lessee's business, and then only if such Hazardous Substances or Materials are not prohibited by (and are only in amounts permitted by) law, after notice is given to, and written approval is received from, Lessor of the identity and quantity of such Hazardous Substances or Materials. Tenant may operate its business according Without limitation, Hazardous Substances or Materials shall include any biologically or chemically active substance and any waste, pollutant, substance or material described in Section 101(14) of the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended from time to prudent industry practices so long time, 42 U.S.C. Section 9601 et seq., the Resource Conservation and Recovery Act, as amended from time to time, 42 U.S.C. Section 6901 et seq., any applicable state or local laws and the use regulations adopted under these acts. If any lender or governmental agency shall ever require testing to ascertain whether or not there has been any release of Hazardous Substances or Materials, then the reasonable costs thereof shall be reimbursed by Lessee to Lessor upon demand as additional charges if such requirement applies to the demised premises. In addition, Lessee shall execute affidavits, representations and the like from time to time at Lessor's request concerning Lessee's best knowledge and belief regarding the presence of Hazardous Substances or Materials is strictly on the demised premises or the Property. Lessee indemnifies and properly monitored by Tenant according covenants and agrees at its sole cost and expense, to all then applicable Environmental Laws. As a material inducement to Landlord to allow Tenant to use Hazardous Materials in connection with its business, Tenant agrees to deliver to Landlord prior to the Commencement Date a list identifying each type of Hazardous Materials to be brought upon, kept, used, stored, handled, treated, generated on, or released or disposed of from, the Premises protect and setting forth save Lessor harmless against and from any and all governmental approvals fines, damages, losses, liabilities, obligations, penalties, claims, litigation, demands, defenses, judgments, suits, proceedings, costs, disbursements or permits required in connection expenses of any kind or of any nature whatsoever (including without limitation, reasonable attorneys' fees and expert's fees) which may at any time be imposed upon, incurred by or asserted or awarded against Lessor arising from or out of any Hazardous Substances or Materials on, in, under or affecting the demised premises, the Building or the Property, or any part thereof as a result of any act or omission by Lessee, its successors or assigns, or any permitted assignee, permitted sublessee or licensee or other person or entity acting at the direction of or with the presence, use, storage, handling, treatment, generation, release or disposal consent of such Hazardous Materials on or from the Premises ("Hazardous Materials List")Lessee. Upon request of Landlord, Tenant The within covenants shall deliver to Landlord an updated Hazardous Materials List within thirty (30) days following Landlord’s request. Tenant shall deliver to Landlord true and correct copies of the permits, approvals, reports and correspondence, and storage and management plans relating to the use, storage, handling, treatment, generation, release or disposal of Hazardous Materials by Tenant at the Premises. At any time following Tenant's receipt of a request from Landlord, Tenant shall promptly complete a "hazardous materials questionnaire" using the form then-provided by Landlord. At least three (3) months prior to the surrender of the Premises, Tenant shall deliver to Landlord a narrative description of the actions proposed (or required by any governmental authority) to be taken by Tenant in order to surrender the Premises (including any Alterations permitted by Landlord to remain in the Premises, the Improvements and Laboratory Reusable Installations) at survive the expiration or earlier termination of the Lease Term, free from any residual impact from the Tenant’s use of Hazardous Materials and otherwise released for unrestricted use and occupancy consistent with Tenant’s obligations under Section 5.5(e) below (the "Surrender Plan"). Tenant’s Surrender Plan shall state that, (a) (i) all laboratory space, including floors, walls, ceilings, counters, piping, supply lines, waste lines and plumbing in or serving the Premises and all exhaust or other ductwork in or serving the Premises, and (ii) any applicable systems shared by laboratory space, including without limitation exhaust or other ductwork, in or serving the Premises have been de-commissioned to the extent required by, and in accordance with, applicable Laws and in accordance with best industry practice; (b) the interior surfaces of the Premises (including floors, walls, ceilings, and counters), piping, supply lines, waste lines and plumbing, and all such ACTIVE/91437610.6.

Hazardous Materials. The Mortgagor represents and warrants to the Mortgagee, its successors and assigns, that, except to the extent reasonably necessary in the ordinary course of its operations, it has not used or permitted and will not use or knowingly permit the Mortgaged Property to be used, whether directly or through contractors, agents or tenants, and to the Mortgagor's actual knowledge without investigation or inquiry, the Mortgaged Property has not at any time been used for the generating, transporting, treating, storage, manufacture, emission of, or disposal of any dangerous, toxic or hazardous pollutants, chemicals, wastes or substances as defined in the Federal Comprehensive Environmental Response, Compensation and Liability Act of 1980 (a) Landlord acknowledges "CERCLA"), or the Federal Resource Conservation and Recovery Act of 1976 or any other federal, state or local environmental laws, statutes, regulations, requirements and ordinances ("Hazardous Materials"); that it there have been no investigations or reports involving Mortgagor or the Mortgaged Property by any governmental authority which in any way pertain to Hazardous Materials; that the operation of the Mortgaged Property has not violated and is not currently violating any federal, state or local law, regulation, ordinance or requirement governing Hazardous Materials; that the intent Mortgaged Property is not listed in the United States Environmental Protection Agency's National Priorities List of this Section 5.5 to prohibit Tenant from using the Premises for the Permitted Use. Tenant may operate its business according to prudent industry practices so long as the use Hazardous Waste Sites nor any other list, schedule, log, inventory or presence record of Hazardous Materials is strictly or hazardous waste sites, whether maintained by the United States Government or any state or local agency and properly monitored that the building improvements do not contain any formaldehyde, urea or asbestos, except as may have been disclosed in writing to the Mortgagee by Tenant according to all then applicable Environmental Lawsthe Mortgagor at the time of execution and delivery of this Mortgage. As a material inducement to Landlord to allow Tenant to use Hazardous Materials in connection with its business, Tenant The Mortgagor agrees to deliver to Landlord prior to indemnify and reimburse the Commencement Date Mortgagee, its successors and assigns, for any breach of these representations and warranties and from any loss, damage, expense or cost arising out of or incurred by Mortgagee which is the result of a list identifying each type breach of, misstatement of Hazardous Materials to be brought uponor misrepresentation of the above covenants, keptrepresentations and warranties, used, stored, handled, treated, generated on, or released or disposed of from, the Premises and setting forth any and together with all governmental approvals or permits required attorneys' fees incurred in connection with the presence, use, storage, handling, treatment, generation, release or disposal defense of such Hazardous Materials on or from any action against the Premises ("Hazardous Materials List"). Upon request of Landlord, Tenant shall deliver to Landlord an updated Hazardous Materials List within thirty (30) days following Landlord’s request. Tenant shall deliver to Landlord true and correct copies Mortgagee arising out of the permitsabove. These covenants, approvalsrepresentations and warranties shall be deemed continuing covenants, reports representations and correspondencewarranties for the benefit of the Mortgagee, and storage any successors and management plans relating to assigns of the useMortgagee, storageincluding any purchaser at mortgage foreclosure sale, handlingany transferee of the title of the Mortgagee or any subsequent purchaser at a foreclosure sale and shall survive any foreclosure of this Mortgage and any acquisition of title by Mortgagee or anyone claiming, treatmentthrough or under this Mortgage, generationthe title of Mortgagee. The amount of all such indemnified loss, release damage, expense or disposal of Hazardous Materials by Tenant cost, shall bear interest thereon at the Premiseshighest rate of interest in effect on the Bonds and shall become so much additional indebtedness secured by this Mortgage and shall become immediately due and payable in full on demand of the Mortgagee, its successors and assigns. At any time following Tenant's receipt of a request from LandlordSuch indemnity shall only apply in connection with conditions which were in existence, Tenant shall promptly complete a "hazardous materials questionnaire" using the form then-provided by Landlord. At least three (3) months in whole or in part, prior to the surrender date on which Mortgagee acquires possession and title to the Mortgaged Property. PRESBYTERIAN HOMES CARE CENTERS, INC. By: Its: Chief Financial Officer STATE OF MINNESOTA ) ) SS. COUNTY OF ) The foregoing instrument was acknowledged before me this day of , 2020 by ▇▇▇▇ ▇▇▇▇▇, being the PremisesChief Financial Officer of Presbyterian Homes Care Centers, Tenant shall deliver Inc., a Minnesota nonprofit corporation, on behalf of such nonprofit corporation, who is personally known to Landlord me. U.S. BANK NATIONAL ASSOCIATION By: ▇▇▇ ▇▇▇▇▇▇▇ Its: STATE OF MINNESOTA ) ) SS. COUNTY OF ) The foregoing instrument was acknowledged before me this day of , 2020 by ▇▇▇ ▇▇▇▇▇▇▇, being the of U.S. Bank National Association, a narrative description national banking association, on behalf of the actions proposed (or required by any governmental authority) such association, who is personally known to be taken by Tenant in order me. The Land referred to surrender the Premises (including any Alterations permitted by Landlord to remain is situated in the PremisesState of Minnesota, the Improvements and Laboratory Reusable Installations) at the expiration or earlier termination County of the Term, free from any residual impact from the Tenant’s use of Hazardous Materials and otherwise released for unrestricted use and occupancy consistent with Tenant’s obligations under Section 5.5(e) below (the "Surrender Plan"). Tenant’s Surrender Plan shall state that, (a) (i) all laboratory space, including floors, walls, ceilings, counters, piping, supply lines, waste lines and plumbing in or serving the Premises and all exhaust or other ductwork in or serving the Premises▇▇▇▇▇▇, and (ii) any applicable systems shared by laboratory space, including without limitation exhaust or other ductwork, is described as follows: 1. The lien of taxes payable in or serving the Premises have been de-commissioned to the extent required byyear 2020, and in accordance withthereafter. 2. Rights of tenants, applicable Laws and in accordance with best industry practice; (b) the interior surfaces of the Premises (including floorsas tenants only, walls, ceilings, and counters), piping, supply lines, waste lines and plumbing, and all such ACTIVE/91437610.6under unrecorded leases. 3. [Others?]

Hazardous Materials. (a) Landlord acknowledges that Contractor shall not, nor shall it is not permit or allow any Subcontractor to, bring any Hazardous Materials onto the intent of this Section 5.5 Site or any Work Area without Company’s prior written consent; provided, however, that, with prior Notice to prohibit Tenant from using Company, Contractor and its Subcontractors may bring onto the Premises for Site or any Work Area such Hazardous Materials as are necessary to perform the Permitted Use. Tenant may operate its business according to prudent industry practices Work so long as the transportation, storage and use or presence of Hazardous Materials is strictly and properly monitored by Tenant according to all then applicable Environmental Laws. As a material inducement to Landlord to allow Tenant to use Hazardous Materials in connection with its business, Tenant agrees to deliver to Landlord prior to the Commencement Date a list identifying each type of Hazardous Materials to be brought upon, kept, used, stored, handled, treated, generated on, or released or disposed of from, the Premises and setting forth any and all governmental approvals or permits required in connection with the presence, use, storage, handling, treatment, generation, release or disposal of such Hazardous Materials brought onto the Site or any Work Area is done in compliance with all Applicable Law. Contractor shall remain responsible and liable for all Hazardous Materials so brought onto the Site or relevant Work Area, including the storage, transportation, disposal, and the remediation of any release to the environment of such Hazardous Materials. Contractor (or its applicable Subcontractor) shall be designated as the generator of all such Hazardous Materials brought onto the Site or relevant Work Area on all waste manifests. Contractor shall bear all responsibility and liability for any Hazardous Materials that are brought or generated on the Site or any Work Area by any member of Contractor Group, except to the extent a release of such Hazardous Materials is caused by Company’s negligence or willful misconduct. (b) Contractor shall remove from the Premises Site and any Work Area and ("in Contractor’s name on its own or through a Subcontractor) dispose of all Hazardous Materials List")and non-Hazardous Materials generated at or brought onto the Site or any Work Area by any member of Contractor Group during the performance of the Work in the appropriate off-Site locations that are permitted to receive such waste, except to the extent of any release thereof into the environment as a result of Company’s negligence or willful misconduct. Upon request of LandlordAll such clean-up and disposal shall be conducted, Tenant and the Site and Work Area shall be maintained, by Contractor in accordance with (i) Good Industry Practice, (ii) all Applicable Laws and (iii) any Site reclamation or restoration requirements contained within Permits for the Work. (c) Contractor shall promptly deliver to Landlord an updated Company (i) notice of any known, pending or threatened Claim that relates to any disposal or release of any Hazardous Materials List within thirty or violations of Applicable Law with respect to Hazardous Materials relating to or arising from the performance of the Work, (30ii) days following Landlord’s request. Tenant shall deliver to Landlord true a description of any verbal communications with a Government Authority regarding any such Claim, and correct (iii) upon their becoming available, copies of the permitswritten communications from or to any Government Authority relating to any such Claim. Contractor shall provide Company with copies of all documents that it is required to file or maintain under Applicable Laws, approvals, reports and correspondence, and storage and management plans including any Hazardous Materials manifests relating to the useWork or the Facility, storage, handling, treatment, generation, release or disposal of prior to filing any such documents. (d) If Contractor encounters Existing Hazardous Materials by Tenant at not identified in the Premises. At any time following Tenant's receipt of a request from LandlordPhase 1 Environmental Report or the Phase 2 Environmental Report, Tenant shall promptly complete a "hazardous materials questionnaire" using the form then-provided by Landlord. At least three in each case, described in Exhibit S (3“Unidentified Hazardous Materials”) months prior and if reasonable precautions will be inadequate to prevent foreseeable pollution, damage to the surrender of the Premisesenvironment, Tenant shall deliver or bodily injury or death to Landlord a narrative description of the actions proposed (or required by any governmental authority) to be taken by Tenant in order to surrender the Premises (including any Alterations permitted by Landlord to remain in the Premises, the Improvements and Laboratory Reusable Installations) at the expiration or earlier termination of the Term, free persons resulting from any residual impact from the Tenant’s use of such Unidentified Hazardous Materials and otherwise released for unrestricted use and occupancy consistent with Tenant’s obligations under Section 5.5(e) below (the "Surrender Plan"). Tenant’s Surrender Plan shall state that, (a) (i) all laboratory spaceMaterials, including floorsasbestos or polychlorinated biphenyl (PCB), wallsencountered by Contractor, ceilingsContractor shall, countersupon recognizing the condition and, piping, supply lines, waste lines and plumbing in or serving the Premises and all exhaust or other ductwork in or serving the Premises, and (ii) any applicable systems shared by laboratory space, including without limitation exhaust or other ductwork, in or serving the Premises have been de-commissioned to the extent required byreasonably necessary, promptly notify the Company, avoid or stop (as necessary) work in the affected area and promptly report the condition to Company in accordance withwriting so that Company may arrange for the containment, applicable Laws and removal, or remediation (as applicable) thereof. When any Unidentified Hazardous Material has been removed, contained or otherwise addressed by Company, Work in accordance with best industry practice; the affected area may commence or resume (bas applicable) the interior surfaces upon agreement of the Premises Parties. Contractor shall cooperate as necessary to provide Company with information to enable Company to ensure that the applicable Government Authorities receive all notices of the pre-existing contamination required under Applicable Laws. Contractor is not required to take any actions with respect to Unidentified Hazardous Materials on the Site or any Work Area, unless otherwise agreed upon by the Parties. With respect to delays and costs incurred by Contractor due to such Unidentified Hazardous Materials, Contractor is entitled to a Change to the extent provided in Article 8. Contractor shall ensure that the presence of identified Existing Hazardous Materials is not exacerbated or disturbed by the Work. (including floors, walls, ceilings, e) Contractor shall properly complete and counters), piping, supply lines, waste lines maintain material safety data sheets (“MSDS”) covering all Hazardous Materials generated at or brought onto the Site or any Work Area by any member of Contractor Group during the performance of the Work. Such MSDS shall be maintained at the Site and plumbing, and all such ACTIVE/91437610.6made available to Company upon reasonable request.

Hazardous Materials. (a) The parties agree as follows with respect to the existence or the use of hazardous material on the Premises: A. Tenant shall have no obligations to “clean up”, to comply with any law regarding, or to reimburse, release, indemnify, or defend Landlord acknowledges that it is with respect to any hazardous materials or wastes which Tenant or other parties on the Premises did not store, dispose, or transport in, use, or cause to be on the intent Premises in violation of applicable law during the term of this Section 5.5 to prohibit Lease. Any handling, transportation, storage, treatment, disposal or use of hazardous materials by Tenant from using or other parties in or about the Premises for during the Permitted Useterm of this Lease shall strictly comply with all applicable laws and regulations. Tenant may operate will be 100 percent liable and responsible for any and all “clean up” of said toxic waste and/or hazardous materials contamination which Tenant, its business according to prudent industry practices so long as the agents, or future subtenants, if any, does store, dispose, or transport in, use or presence cause to be on the Premises in violation of applicable law or governing agency(s) or which originate on Premises, during the term of this Lease from any manner whatsoever, including but not limited to, dumping by others, (or which originate on the surface of the Premises any time after October 28, 1989, the date the Option Agreement dated October 31, 1989 related to said Lease was executed by all parties, and before the Commencement Date of this Lease, but excluding Hazardous Materials is strictly and properly monitored by Tenant according to all then applicable Environmental Laws. As a material inducement to Landlord to allow Tenant to use Hazardous Materials in connection with its business, Tenant agrees to deliver to Landlord on the Premises prior to the Lease Commencement Date a list identifying each type because of Hazardous Materials to be brought uponthe storage, keptuse, used, stored, handled, treated, generated ondisposal, or released transportation of such materials or disposed waste by any of from, Landlord’s contractors or otherwise arising out of construction work performed by or under the direction of Landlord on the Premises and setting forth Landlord shall be responsible for all required actions with respect to such materials or wastes), and will indemnify Landlord and hold Landlord harmless from any liabilities, demands, costs, expenses and all governmental approvals or permits required in connection with the presencedamages, useincluding attorney fees incurred as a result of any claims resulting from such contamination, storage, handling, treatment, generation, release or disposal of such Hazardous Materials on or from any claims for personal injury or property damage or diminution in the value of the Premises ("Hazardous Materials List"). Upon request of Landlord, Tenant shall deliver to Landlord an updated Hazardous Materials List within thirty (30) days following Landlord’s request. Tenant shall deliver to Landlord true and correct copies of the permits, approvals, reports and correspondence, and storage and management plans relating to caused by the use, storage, handling, treatment, generation, release disposal or disposal transportation of hazardous materials on the Premises by Tenant or other parties during the term of this Lease. It is agreed that the Tenant’s responsibilities related to toxic waste and hazardous materials will survive the termination date of the Lease. Tenant agrees to complete compliance with governmental regulations regarding use or removal or remediation of Hazardous Materials used, stored, disposed, transported or caused to be on the Premises by Tenant at or its agents or subtenants, or which originate on the Premises. At any time following Tenant's receipt Premises during the term of a request from Landlordthis Lease, Tenant shall promptly complete a "hazardous materials questionnaire" using the form then-provided by Landlord. At least three (3) months and prior to the surrender termination of said Lease Tenant agrees to follow the proper closure procedures and will obtain a clearance from the local fire department and/or the appropriate city agency. Tenant also agrees to install such toxic waste and/or hazardous materials monitoring devices as Landlord reasonably deems necessary to monitor any use of hazardous materials by Tenant, its agents or subtenants, originating from the Premises during the Lease term, if recommended by a qualified environmental consulting firm. B. Landlord hereby makes the following representations to Tenant, each of which is made only to the best of Landlord’s knowledge as of the date Landlord executes this Lease, without any inquiry or investigation having been made or required by Landlord regarding this subject, nor does Landlord have any obligation to investigate or make inquiry regarding the subject: (1) The soil and ground water on or under the Premises does not contain hazardous materials in amounts which violate any laws to the extent that any governmental entity could require either Landlord or Tenant to take any remedial action with respect to such hazardous materials. (2) During the time that Landlord has owned the Premises, Tenant shall deliver Landlord has received no notice of (i) any violation, or alleged violation, of any law that has not been corrected to Landlord a narrative description the satisfaction of the actions proposed appropriate authority, (ii) any pending claims relating to the presence of hazardous material on the Premises, or required (iii) any pending investigation by any governmental authority) to be taken by Tenant in order to surrender agency concerning the Premises (including any Alterations permitted by relating to hazardous materials. C. Landlord and Tenant shall each give written notice to remain in the Premises, the Improvements and Laboratory Reusable Installations) at the expiration or earlier termination other as soon as reasonably practicable of the Term, free from any residual impact from the Tenant’s use of Hazardous Materials and otherwise released for unrestricted use and occupancy consistent with Tenant’s obligations under Section 5.5(e) below (the "Surrender Plan"). Tenant’s Surrender Plan shall state that, (a) (i) all laboratory space, including floors, walls, ceilings, counters, piping, supply lines, waste lines and plumbing in or serving the Premises and all exhaust or other ductwork in or serving any communication received from any governmental authority concerning hazardous materials which relates to the Premises, and (ii) any applicable systems shared by laboratory space, including without limitation exhaust or other ductwork, in or serving the Premises have been de-commissioned to the extent required by, and in accordance with, applicable Laws and in accordance with best industry practice; (b) the interior surfaces contamination of the Premises (including floorsby hazardous materials which constitutes a violation of any law. If during the Lease term Tenant proposes to use other hazardous materials at the Premises, wallsTenant shall inform Landlord of such use, ceilingsidentifying the hazardous materials and the manner of their use, storage and disposal, and counters)shall agree (i) to use, pipingstore and dispose of such materials strictly in compliance with all laws and (ii) that the indemnity set forth in Paragraph 44A shall be applicable to Tenant’s use of such material. D. Landlord or Tenant may, supply linesat any time, waste lines and plumbingcause testing w▇▇▇▇ to be installed on the Premises, and may cause the ground water to be tested to detect the presence of hazardous material by the use of such tests as are then customarily used for such purposes. Testing w▇▇▇▇ installed by Tenant shall be paid by Tenant. If tests conducted by Landlord disclose that Tenant has violated any hazard materials laws, or Tenant or parties on the Premises during the term of this Lease have contaminated the Premises as determine by regulatory agencies pursuant to hazardous materials laws, or that Tenant has liability to Landlord pursuant to Paragraph 44A, then Tenant shall pay for 100 percent of the cost of the test and all related expense. Prior to the expiration of the Lease term, Tenant shall remove any testing w▇▇▇▇ it has installed at the Premises, and return the Premises to the condition existing prior to the installation of such ACTIVE/91437610.6w▇▇▇▇, unless Landlord requests in writing that Tenant leave all or some of the testing w▇▇▇▇ in which instance the w▇▇▇▇ requested to be left shall not be removed. E. If any tests performed by Tenant or Landlord prior to the Commencement Date disclose hazardous materials at the Premises, Landlord at its expense will promptly take all reasonable action required by law with respect to the existence of such materials at the Premises. The Commencement Date shall not be delayed because of such action by Landlord unless occupation of the Premises is prohibited by law. F. The obligations of Landlord and Tenant under this Paragraph 45 shall survive the expiration or earlier termination of the term of this Lease. The rights and obligations of Landlord and Tenant with respect to issues relating to hazardous materials are exclusively established by this Paragraph 44.

Hazardous Materials. Tenant shall not (aeither with or without negligence) Landlord acknowledges that it is not cause or permit the intent escape, the disposal or release of this Section 5.5 to prohibit Tenant from using any Hazardous Materials on or under the Premises for Building, the Permitted UseLot or the Demised Premises. Tenant may operate its business according to prudent industry practices so long as shall not allow the storage or use or presence of Hazardous Materials is strictly and properly monitored in any manner not sanctioned by the applicable permits or by law. Tenant according to all then applicable Environmental Laws. As a material inducement to Landlord to allow Tenant to use Hazardous Materials in connection with its business, Tenant agrees to deliver to Landlord prior to the Commencement Date a list identifying each type of shall not cause any Hazardous Materials to be brought uponinto the Building, kept, Lot or Demised Premises except such substances or materials used in the ordinary course of Tenant’s business and listed on Exhibit F attached hereto (which Hazardous Materials shall be used, storedstored and disposed of in accordance with a program to be mutually agreed upon by Landlord and Tenant) or as otherwise approved by Landlord in writing, handledwhich approval shall not be unreasonably withheld, treatedprovided such use complies with the permitted allocated quantities of specified classes of chemicals permitted in the Building. Any Hazardous Materials used by Tenant shall at all times be brought to, generated onkept at or used in so-called ‘control areas’ (the number and size of which shall be identified in the plans for Tenant’s Work which are subject to Landlord’s approval pursuant to this Lease) and in accordance with all applicable laws and ordinances, any permit or approval issued by any applicable governmental agency or authority and prudent environmental practice and (with respect to medical waste and so-called “biohazard” materials) good scientific and medical practice. In the event Tenant intends on using any biologically or chemically active or other Hazardous Materials, or released materials that require a specialized permit, Tenant shall first obtain Landlord’s prior consent, which shall not be unreasonably withheld, conditioned or disposed delayed. Within five (5) business days of fromLandlord’s request, Tenant shall provide Landlord with a list of all biologically or chemically active or other Hazardous Materials, including quantities, used by Tenant in the Demised Premises or otherwise in the Building. Tenant shall obtain and setting forth maintain all proper permits required by applicable law or ordinance for the storage and use of any Hazardous Materials stored or used by Tenant, and Tenant shall furnish evidence of same upon request and shall comply with all governmental approvals or permits required in connection reporting requirements with the presence, use, storage, handling, treatment, generation, release or disposal of respect to such Hazardous Materials on or from the Premises ("Hazardous Materials List"). Upon request of Landlordused by Tenant in its business operations, Tenant and shall deliver to Landlord an updated Hazardous Materials List within thirty (30) days following Landlord’s request. Tenant shall deliver to Landlord true and correct copies of the permits, approvals, reports and correspondence, and storage and management plans relating to the use, storage, handling, treatment, generation, release or disposal of Hazardous Materials by Tenant at the Premisessuch reports. At any time following Tenant's receipt of a request from Landlord, Tenant shall promptly complete a "hazardous materials questionnaire" using the form then-provided by Landlord. At least three (3) months prior to the surrender of the Premises, Tenant shall deliver to Landlord a narrative description of the actions proposed (or required by any governmental authority) to be taken by Tenant in order to surrender the Premises (including any Alterations permitted by Landlord to remain in the Premises, the Improvements and Laboratory Reusable Installations) at the expiration or earlier termination of the Term, free from any residual impact from the Tenant’s use of Hazardous Materials and otherwise released for unrestricted use and occupancy consistent with Tenant’s obligations under Section 5.5(e) below (the "Surrender Plan"). Tenant’s Surrender Plan shall state that, (a) (i) all laboratory space, including floors, walls, ceilings, counters, piping, supply lines, waste lines and plumbing in or serving the Premises and all exhaust or other ductwork in or serving the Premises, and (ii) any applicable systems shared by laboratory space, including without limitation exhaust or other ductwork, in or serving the Premises have been de-commissioned to the extent required by, and in accordance with, applicable Laws and in accordance with best industry practice; (b) the interior surfaces of the Premises (including floors, walls, ceilings, and counters), piping, supply lines, waste lines and plumbing, and all such ACTIVE/91437610.6“

Hazardous Materials. (a) Landlord acknowledges represents and warrants that it is the Landlord has not at any time engaged in, caused, or permitted any Prohibited Activities or Conditions with respect to the intent of this Section 5.5 Premises. To Landlord’s knowledge no Prohibited Activities or Conditions exist or have existed on the Premises. The Premises do not now contain any above-ground or underground storage tanks, and, to prohibit Tenant from using Landlord’s knowledge, the Premises for has not contained any above-ground or underground storage tanks in the Permitted Usepast. If there is or was any storage tank located on the Premises which has been previously disclosed by Landlord to Tenant, that tank complies with, or has been removed in compliance with, all requirements of Environmental Laws. There are no actions, suits, claims, orders, proceedings pending or, to Landlord’s knowledge, threatened that involve the Premises and allege, arise out of or relate to any Prohibited Activity or Condition. The Landlord has not received any complaint, order notice of violation, or other communication with regard to air emissions, water discharges, noise emissions, or Hazardous Materials, or any other environmental, health, or safety matters affecting the Premises. Landlord shall indemnify, hold harmless, and defend the Tenant may operate its business according for, from, and against all actions, suits, judgments, claims, proceedings, orders, losses, liabilities, damages penalties, fines, costs, and expenses (whether initiated or sought by governmental authorities or private parties), including, without limitation, all costs of investigations, monitoring, clean-up, remediation, removal, restoration, court costs and fees, attorneys’ fees and expert witness costs of any kind or nature whatsoever, which may, at any time or from time to prudent industry practices so long as time, be imposed upon, incurred by, or asserted or awarded against, Tenant, by reason of, or arising from or out of, the use following: (i) any breach of any representation or warranty of Landlord in this Lease with respect to Hazardous Materials; (ii) the existence or alleged existence of any Prohibited Activity or Condition, including any loss, cost, or damage arising out of the existence of any underground storage tank on the Premises, whether known or unknown to Landlord; (iii) the presence (or alleged presence) or the release of Hazardous Materials is strictly and properly monitored unless caused by Tenant according Tenant, or the pollution or contamination, of, on, from, under, or affecting: (A) the Premises without regard to all then applicable Environmental Laws. As a material inducement to Landlord to allow Tenant to use the source, or (B) any other property or any air space, surface water, or ground water if the Hazardous Materials in connection with its business, Tenant agrees to deliver to Landlord prior to the Commencement Date a list identifying each type of Hazardous Materials to be brought upon, kept, used, stored, handled, treated, generated onwere derived from, or released or disposed of alleged to have derived from, the Premises and setting forth unless caused by Tenant; or (iv) the actual or alleged violation of any and all governmental approvals or permits required in connection with the presence, use, storage, handling, treatment, generation, release or disposal of such Hazardous Materials on or from Environmental Law at the Premises ("Hazardous Materials List")unless caused by Tenant. Upon request of LandlordTenant represents and warrants that Tenant will not at any time engage in, Tenant shall deliver cause, or permit any Prohibited Activities or Conditions with respect to Landlord an updated Hazardous Materials List within thirty (30) days following Landlord’s requestthe Premises. Tenant shall deliver to Landlord true and correct copies of the permitsindemnify, approvals, reports and correspondencehold harmless, and storage defend the Landlord for, from, and management plans relating against all actions, suits, judgments, claims, proceedings, orders, losses, liabilities, damages, penalties, fines, costs, and expenses (whether initiated or sought by governmental authorities or private parties), including, without limitation, all costs of investigations, monitoring, cleanup, remediation, removal, restoration, court costs and fees, and out-of-pocket expenses of attorneys and expert witnesses of any kind or nature whatsoever, which may, at any time or from time to time, be imposed upon, incurred by, or asserted or awarded against, Landlord, by reason of, or arising from or out of, the use, storage, handling, treatment, generation, following: (i) the presence (or alleged presence) or the release or disposal of Hazardous Materials caused by Tenant Tenant, or the pollution or contamination, of, on, from, under, or affecting: (A) the Premises if caused by Tenant, or (B) any other property or any air space, surface water, or ground water if the Hazardous Materials were derived from, or alleged to have derived from, the Premises caused by Tenant; or (iv) the actual or alleged violation of any Environmental Law at the PremisesPremises caused by Tenant. At any time The following Tenant's receipt of a request from Landlord, Tenant capitalized terms shall promptly complete a "hazardous materials questionnaire" using have the form then-provided by Landlord. At least three (3) months prior to the surrender of the Premises, Tenant shall deliver to Landlord a narrative description of the actions proposed (or required by any governmental authority) to be taken by Tenant in order to surrender the Premises (including any Alterations permitted by Landlord to remain in the Premises, the Improvements and Laboratory Reusable Installations) at the expiration or earlier termination of the Term, free from any residual impact from the Tenant’s use of Hazardous Materials and otherwise released for unrestricted use and occupancy consistent with Tenant’s obligations under Section 5.5(e) below (the "Surrender Plan"). Tenant’s Surrender Plan shall state that, (a) (i) all laboratory space, including floors, walls, ceilings, counters, piping, supply lines, waste lines and plumbing in or serving the Premises and all exhaust or other ductwork in or serving the Premises, and (ii) any applicable systems shared by laboratory space, including without limitation exhaust or other ductwork, in or serving the Premises have been de-commissioned to the extent required by, and in accordance with, applicable Laws and in accordance with best industry practice; (b) the interior surfaces of the Premises (including floors, walls, ceilings, and counters), piping, supply lines, waste lines and plumbing, and all such ACTIVE/91437610.6following meanings:

Hazardous Materials. (a) Landlord acknowledges that it is Tenant shall not transport, use, store, maintain, generate, manufacture, handle, dispose, release or discharge any Hazardous Material upon or about the intent Property, nor permit Tenant's employees, agents, contractors, and other occupants of this Section 5.5 to prohibit Tenant from using the Premises for to engage in such activities upon or about the Permitted UseProperty. Tenant may operate its business according However, the foregoing provisions shall not prohibit the transportation to prudent industry practices so long as the use or presence of Hazardous Materials is strictly and properly monitored by Tenant according to all then applicable Environmental Laws. As a material inducement to Landlord to allow Tenant to use Hazardous Materials in connection with its business, Tenant agrees to deliver to Landlord prior to the Commencement Date a list identifying each type of Hazardous Materials to be brought upon, kept, used, stored, handled, treated, generated on, or released or disposed of from, the Premises and setting forth any and all governmental approvals or permits required in connection with the presence, use, storage, handlingmaintenance and handling within, treatmentthe Premises of substances customarily used in offices (or such other business or activity expressly permitted to be undertaken in the Premises under Article 6), generationprovided: (a) such substances shall be used and maintained only in such quantities as are reasonably necessary for such permitted use of the Premises, release strictly in accordance with applicable Law and the manufacturers' instructions therefor, (b) such substances shall not be disposed of, released or discharged on the Property, and shall be transported to and from the Premises, and the Parking Space, in compliance with all applicable Laws, and as Landlord shall reasonably require, (c) if any applicable Law or Landlord's trash removal contractor requires that any such substances be disposed of separately from ordinary trash, Tenant shall make arrangements at Tenant's expense for such disposal directly with a qualified and licensed disposal company at a lawful disposal site (subject to scheduling and approval by Landlord), and shall ensure that disposal occurs frequently enough to prevent unnecessary storage of such substances in the Premises, and the Parking Space, and (d) any remaining such substances shall be completely, properly and lawfully removed from the Property upon expiration or earlier termination of this Lease. Tenant shall promptly after becoming aware of same notify Landlord of: (i) any enforcement, cleanup or other regulatory action taken or threatened by any governmental or regulatory authority with respect to the presence of any Hazardous Materials Material on the Premises, or the Parking Space or the migration thereof from or to other property, (ii) any demands or claims made or threatened by any party against Tenant, the Premises or the Parking Space relating to any loss or injury resulting from any Hazardous Material, (iii) any release, discharge or nonroutine, improper or unlawful disposal or transportation of any Hazardous Material on or from the Premises or the Parking Space, and ("iv) any matters where Tenant is required by Law to give a notice to any governmental or regulatory authority respecting any Hazardous Materials List")on the Premises or the Parking Space. Upon request of LandlordLandlord shall have the right (but not the obligation) to join and participate, as a party, in any legal proceedings or actions affecting the Premises, or the Parking Space, initiated in connection with any environmental, health or safety Law. At such times as Landlord may reasonably request, Tenant shall deliver to provide Landlord an updated with a written list identifying any Hazardous Materials List within thirty (30) days following Landlord’s request. Tenant shall deliver to Landlord true Material then used, stored, or maintained upon the Premises and correct copies the Parking Space of the permitsBuilding, approvalsthe use and approximate quantity of each such material, reports a copy of any material safety data sheet ("MSDS") issued by the manufacturer therefor, written information concerning the removal, transportation and correspondencedisposal of the same, and storage and management plans relating to such other information as Landlord may reasonably require or as may be required by Law. The term "HAZARDOUS MATERIAL" for purposes hereof shall mean any chemical, substance, material or waste or component thereof which is now or hereafter listed, defined or regulated as a hazardous or toxic chemical, substance, material or waste or component thereof by any federal, state or local governing or regulatory body having jurisdiction, or which would trigger any employee or community "right-to-know" requirements adopted by any such body, or for which any such body has adopted any requirements for the usepreparation or distribution of an MSDS. If any Hazardous Material is released, storage, handling, treatment, generation, release discharged or disposal disposed of Hazardous Materials by Tenant at the Premises. At or any time following Tenant's receipt of a request from Landlord, Tenant shall promptly complete a "hazardous materials questionnaire" using the form then-provided by Landlord. At least three (3) months prior to the surrender other occupant of the Premises, or their employees, agents or contractors, on or about the Property in violation of the foregoing provisions, Tenant shall deliver immediately, properly and in compliance with applicable Laws clean up and remove the Hazardous Material from the Property and any other affected property and clean or replace any affected personal property (whether or not owned by Landlord), at Tenant's expense. Such clean up and removal work shall be subject to Landlord a narrative description Landlord's prior written approval (except in emergencies), and shall include, without limitation, any testing, investigation, and the preparation and implementation of the actions proposed (or any remedial action plan required by any governmental authoritybody having jurisdiction or reasonably required by Landlord. If Tenant shall fail to comply with the provisions of this Article within five (5) to days after written notice by Landlord, or such shorter time as may be taken required by Tenant Law or in order to surrender minimize any hazard to Persons or property, Landlord may (but shall not be obligated to) arrange for such compliance directly or as Tenant's agent through contractors or other parties selected by Landlord, at Tenant's expense (without limiting Landlord's other remedies under this Lease or applicable Law). If any Hazardous Material is released, discharged or disposed of on or about the Premises (including any Alterations permitted Property and such release, discharge or disposal is not caused by Landlord Tenant or other occupants of the Premises, or their employees, agents or contractors, such release, discharge or disposal shall be deemed casualty damage under Article 10 to remain in the extent that the Premises, the Improvements Parking Space, or common areas serving the Premises are affected thereby; in such case, Landlord and Laboratory Reusable InstallationsTenant shall have the obligations and rights respecting such casualty damage provided under Article 10. Landlord represents and warrants that, to the best of Landlord's knowledge, the Property is free of Hazardous Material, provided, however, this representation and warranty shall not be construed to mean that Hazardous Materials which are commonly used in the operation and maintenance of newly constructed office buildings (including, without limitation, cleaning materials and lubricants) are not present at the expiration or earlier termination Property. Landlord shall promptly notify Tenant of the Term, free from any residual impact from the Tenant’s use presence of Hazardous Materials and otherwise released for unrestricted use and occupancy consistent with Tenant’s obligations under Section 5.5(e) below (the "Surrender Plan"). Tenant’s Surrender Plan shall state that, (a) (i) all laboratory space, including floors, walls, ceilings, counters, piping, supply lines, waste lines and plumbing in or serving about the Premises and all exhaust or other ductwork in or serving Property if the Premises, and (ii) any applicable systems shared by laboratory space, including without limitation exhaust or other ductwork, in or serving the Premises have been de-commissioned presence of such Hazardous Materials presents a risk to the extent required byhealth or property of Tenant or Tenant's employees, and in accordance withagents, applicable Laws and in accordance with best industry practice; (b) the interior surfaces of the Premises (including floors, walls, ceilings, and counters), piping, supply lines, waste lines and plumbing, and all such ACTIVE/91437610.6contractors or invitees.

Hazardous Materials. (a) Landlord acknowledges that it is not During the intent term of this Lease, Tenant shall, at no cost to Landlord, comply with all Environmental Laws (as defined in Section 5.5 25(i) below) applicable to prohibit the operation or use of the Premises, will cause each Tenant from using the Premises for the Permitted Use. Tenant may operate its business according Party to prudent industry practices so long as the use or presence of Hazardous Materials is strictly and properly monitored by Tenant according to comply with all then applicable such Environmental Laws. As a material inducement to Landlord to allow . (b) Tenant to use Hazardous Materials in connection with its businessshall not generate, Tenant agrees to deliver to Landlord prior to the Commencement Date a list identifying each type of Hazardous Materials to be brought uponuse, kepttreat, usedstore, storedhandle, handled, treated, generated onrelease or dispose of, or released or disposed of from, permit the Premises and setting forth any and all governmental approvals or permits required in connection with the presencegeneration, use, treatment, storage, handling, treatment, generation, release or disposal of such Hazardous Materials on or from the Premises ("Hazardous Materials List"). Upon request of Landlord, Tenant shall deliver to Landlord an updated Hazardous Materials List within thirty (30) days following Landlord’s request. Tenant shall deliver to Landlord true and correct copies of the permits, approvals, reports and correspondence, and storage and management plans relating to the use, storage, handling, treatment, generation, release or disposal of Hazardous Materials by Tenant (as defined in Section 25(i) hereof) on the Premises, or transport or permit the transportation of Hazardous Materials to or from the Premises or the Project except for limited quantities of household cleaning products and office supplies used or stored at the Premises. At any time following Tenant's receipt of a request from Landlord, Tenant shall promptly complete a "hazardous materials questionnaire" using Premises and required in connection with the form then-provided by Landlord. At least three (3) months prior to the surrender routine operation and maintenance of the Premises, Tenant shall deliver and in compliance with all applicable Environmental Laws. (c) At any time and from time to time during the term of this Lease, Landlord a narrative description of the actions proposed (or required by any governmental authority) to be taken by Tenant in order to surrender the Premises (including any Alterations permitted by Landlord to remain in may perform an environmental site assessment report concerning the Premises, prepared by an environmental consulting firm chosen by Landlord, indicating the Improvements and Laboratory Reusable Installations) at the expiration presence or earlier termination of the Term, free from any residual impact from the Tenant’s use absence of Hazardous Materials caused or permitted by Tenant and otherwise released for unrestricted use the potential cost of any compliance, removal or remedial action in connection with any such Hazardous Materials on the Premises. If such assessment report indicates the presence of Hazardous Materials caused or permitted by Tenant, then such report shall be at Tenant's sole cost and occupancy consistent with Tenant’s obligations under Section 5.5(e) below (the "Surrender Plan")expense. Tenant’s Surrender Plan Tenant shall state that, (a) (i) all laboratory space, including floors, walls, ceilings, counters, piping, supply lines, waste lines grant and plumbing in or serving hereby grants to Landlord and its agents access to the Premises and all exhaust or other ductwork specifically grants Landlord an irrevocable non-exclusive license to undertake such an assessment; and the cost of such assessment shall be immediately due and payable within thirty (30) days of receipt of an invoice therefor. (d) Tenant will immediately advise Landlord in or serving writing of any of the Premises, and following: (ii1) any applicable systems shared by laboratory space, including without limitation exhaust pending or other ductwork, threatened Environmental Claim (as defined in or serving Section 25(i) below) against Tenant relating to the Premises have been de-commissioned to or the extent required by, and in accordance with, applicable Laws and in accordance with best industry practice; (b) the interior surfaces of the Premises (including floors, walls, ceilings, and counters), piping, supply lines, waste lines and plumbing, and all such ACTIVE/91437610.6Project;

Hazardous Materials. (ai) Landlord acknowledges that it To the best knowledge of the Lessee, on the Closing Date for each Leased Property, there are no Hazardous Materials present at, upon, under or within such Leased Property or released or transported to or from such Leased Property (except in compliance in all material respects with all Applicable Law). (ii) On the related Closing Date, no Governmental Actions have been taken or, to the best knowledge of the Lessee, are in process or have been threatened, which could reasonably be expected to subject such Leased Property, any Lender, the Lease Participant or the Lessor with respect to such Leased Property to any Claims or Liens under any Environmental Law which would have a materially adverse effect on the Lessee, the Lessor, any Lender, the Lease Participant or such Leased Property. (iii) The Lessee has, or will obtain on or before the date required by Applicable Law, all Environmental Permits necessary to operate such Leased Property in compliance in all material respects with Environmental Laws and is complying with and has at all times complied with all such Environmental Permits, except to the extent the failure to obtain such Environmental Permits or to so comply would not have a Material Adverse Effect. (iv) No notice, notification, demand, request for information, citations, summons, complaint or order has been issued or filed to or with respect to the intent Lessee, no penalty has been assessed on the Lessee and no investigation or review is pending or, to its best knowledge, threatened by any Governmental Authority or other Person in each case relating to the Leased Property with respect to any alleged material violation or liability of this Section 5.5 the Lessee under any Environmental Law. No material notice, notification, demand, request for information, citations, summons, complaint or order has been issued or filed to prohibit Tenant from using or with respect to any other Person, no material penalty has been assessed on any other Person and no investigation or review is pending or, to its best knowledge, threatened by any Governmental Authority or other Person relating to such Leased Property with respect to any alleged material violation or liability under any Environmental Law by any other Person. (v) Such Leased Property and each portion thereof are presently in compliance in all material respects with all Environmental Laws, and there are no present or, to the Premises for Lessee's best knowledge, past facts, circumstances, activities, events, conditions or occurrences regarding such Leased Property (including without limitation the Permitted Use. Tenant may operate its business according to prudent industry practices so long as the use release or presence of Hazardous Materials is strictly and properly monitored by Tenant according Materials) that could reasonably be anticipated to all then applicable Environmental Laws. As (A) form the basis of a material inducement Claim against such Leased Property, any Funding Party or the Lessee, (B) cause such Leased Property to Landlord be subject to allow Tenant any restrictions on ownership, occupancy, use or transferability under any Environmental Law, (C) require the filing or recording of any notice or restriction relating to use the presence of Hazardous Materials in connection with its business, Tenant agrees to deliver to Landlord prior to the Commencement Date a list identifying each type of Hazardous Materials to be brought upon, kept, used, stored, handled, treated, generated onreal estate records in the county or other appropriate municipality in which such Leased Property is located, or released (D) prevent or disposed of from, the Premises and setting forth any and all governmental approvals or permits required in connection interfere with the presence, use, storage, handling, treatment, generation, release or disposal continued operation and maintenance of such Hazardous Materials on or from Leased Property as contemplated by the Premises ("Hazardous Materials List"). Upon request of Landlord, Tenant shall deliver to Landlord an updated Hazardous Materials List within thirty (30) days following Landlord’s request. Tenant shall deliver to Landlord true and correct copies of the permits, approvals, reports and correspondence, and storage and management plans relating to the use, storage, handling, treatment, generation, release or disposal of Hazardous Materials by Tenant at the Premises. At any time following Tenant's receipt of a request from Landlord, Tenant shall promptly complete a "hazardous materials questionnaire" using the form then-provided by Landlord. At least three (3) months prior to the surrender of the Premises, Tenant shall deliver to Landlord a narrative description of the actions proposed (or required by any governmental authority) to be taken by Tenant in order to surrender the Premises (including any Alterations permitted by Landlord to remain in the Premises, the Improvements and Laboratory Reusable Installations) at the expiration or earlier termination of the Term, free from any residual impact from the Tenant’s use of Hazardous Materials and otherwise released for unrestricted use and occupancy consistent with Tenant’s obligations under Section 5.5(e) below (the "Surrender Plan"). Tenant’s Surrender Plan shall state that, (a) (i) all laboratory space, including floors, walls, ceilings, counters, piping, supply lines, waste lines and plumbing in or serving the Premises and all exhaust or other ductwork in or serving the Premises, and (ii) any applicable systems shared by laboratory space, including without limitation exhaust or other ductwork, in or serving the Premises have been de-commissioned to the extent required by, and in accordance with, applicable Laws and in accordance with best industry practice; (b) the interior surfaces of the Premises (including floors, walls, ceilings, and counters), piping, supply lines, waste lines and plumbing, and all such ACTIVE/91437610.6Operative Documents.

Hazardous Materials. (a) Neither Landlord acknowledges that it is not nor Tenant shall transport, use, store, maintain, generate, manufacture, handle, dispose, release or discharge any "Hazardous Material" (as defined below) upon or about the intent Property, nor permit their respective employees, agents, contractors, and other occupants of this Section 5.5 to prohibit Tenant from using the Premises for to engage in such activities upon or about the Permitted UseProperty. Tenant may operate its business according However, the foregoing provisions shall not prohibit the transportation to prudent industry practices so long as the use or presence of Hazardous Materials is strictly and properly monitored by Tenant according to all then applicable Environmental Laws. As a material inducement to Landlord to allow Tenant to use Hazardous Materials in connection with its business, Tenant agrees to deliver to Landlord prior to the Commencement Date a list identifying each type of Hazardous Materials to be brought upon, kept, used, stored, handled, treated, generated on, or released or disposed of from, the Premises and setting forth any and all governmental approvals or permits required in connection with the presence, use, storage, handlingmaintenance and handling within, treatment, generation, release the Property or disposal Premises of substances customarily used in offices (or such Hazardous Materials on other business or from activity expressly permitted to be undertaken in the Premises ("Hazardous Materials List"under Paragraph 5). Upon request of Landlord; provided that such substances shall be used and maintained only in such quantities as are reasonably necessary for such permitted use, strictly in accordance with applicable law and the manufacturers' instructions thereto, and Tenant shall deliver to Landlord an updated Hazardous Materials List within thirty (30) days following Landlord’s request. Tenant shall deliver to Landlord true completely, properly and correct copies of the permits, approvals, reports and correspondence, and storage and management plans relating to the use, storage, handling, treatment, generation, release or disposal of Hazardous Materials lawfully remove any remaining such substances introduced by Tenant at the Premises. At any time following Tenant's receipt of a request from Landlord, Tenant shall promptly complete a "hazardous materials questionnaire" using the form then-provided by Landlord. At least three (3) months prior to the surrender of the Premises, Tenant shall deliver to Landlord a narrative description of the actions proposed (or required by any governmental authority) to be taken by Tenant in order to surrender the Premises (including any Alterations permitted by Landlord to remain in the Premises, the Improvements and Laboratory Reusable Installations) at the upon expiration or earlier termination of this Lease. (b) Tenant and Landlord shall promptly notify the Term, free from any residual impact from the Tenant’s use of Hazardous Materials and otherwise released for unrestricted use and occupancy consistent with Tenant’s obligations under Section 5.5(e) below (the "Surrender Plan"). Tenant’s Surrender Plan shall state that, (a) other of: (i) all laboratory spaceany enforcement, including floors, walls, ceilings, counters, piping, supply lines, waste lines and plumbing in cleanup or serving other regulatory action taken or threatened by any governmental or regulatory authority with respect to the presence of any Hazardous Material on the Premises and all exhaust or Property or the migration thereof from or to other ductwork in property, (ii) any demands or serving claims made or threatened by any party against notifying party or the Property or Premises relating to any loss or injury resulting from any Hazardous Material, (iii) any release, discharge or nonroutine, improper or unlawful disposal or transportation of any Hazardous Material on or from the Property or Premises, and (iiiv) any applicable systems shared matters where Tenant or Landlord is required by laboratory spacelaw to give a notice to any governmental regulatory authority respecting any Hazardous Materials on the Premises or Property. Landlord shall have the right (but not the obligation) to join and participate, including without limitation exhaust or other ductworkas a party, in any legal proceedings or serving actions affecting the Premises have been de-commissioned to initiated in connection with any environmental, health or safety law. At such times as Landlord or Tenant may reasonably request from the extent required byother, the other party shall provide the requesting party with a written list identifying any Hazardous Material then used, stored, or maintained by the other party upon the Premises or Property, the use and approximate quantity of each such material, a copy of any material safety data sheet ("MSDS") issued by the manufacturer therefor, written information concerning the removal, transportation and disposal of the same, and in accordance withsuch other information as Landlord or Tenant may reasonably require or as may be required by law. The term "Hazardous Material" for purposes hereof shall mean any chemical, applicable Laws and in accordance with best industry practice; (b) substance, material or waste or component thereof which is now or hereafter listed, defined or regulated as a hazardous toxic chemical, substance, material or waste or component thereof by any federal, state or local governing or regulatory body having jurisdiction, or which would trigger any employee or community "right-to-know" requirements adopted by any such body, for which any such body has adopted any requirements for the interior surfaces preparation or distribution of the Premises (including floors, walls, ceilingsan MSDS, and counters), piping, supply lines, waste lines and plumbing, and all such ACTIVE/91437610.6shall include asbestos.

Hazardous Materials. (a) Landlord acknowledges that it is not the intent of this Section 5.5 to prohibit Tenant from using the Premises for the Permitted Use. Tenant may operate use chemicals such as adhesives, lubricants, ink, solvents and cleaning fluids of the kind and in amounts and in the manner customarily found and used in business offices in order to conduct its business according to prudent industry practices so long as the use or presence of Hazardous Materials is strictly and properly monitored by Tenant according to all then applicable Environmental Laws. As a material inducement to Landlord to allow Tenant to use Hazardous Materials in connection with its business, Tenant agrees to deliver to Landlord prior to the Commencement Date a list identifying each type of Hazardous Materials to be brought upon, kept, used, stored, handled, treated, generated on, or released or disposed of from, at the Premises and setting forth any to maintain and all governmental approvals or permits required operate the business machines located in connection with the presencePremises. Tenant shall not allow, use, storagestore, handle, treat, transport, release or dispose of any other Hazardous Materials on or about the Premises or the Property without Landlord's prior written consent, which Landlord may withhold or condition in Landlord's sole discretion. (b) Any handling, treatment, generationtransportation, release storage, disposal or disposal use of such Hazardous Materials on by Tenant in or from about the Premises or the Property and Tenant's use of the Premises shall comply with all applicable Environmental Laws. ("Hazardous Materials List"). Upon request of c) Tenant shall indemnify, defend upon demand with counsel reasonably acceptable to Landlord, Tenant shall deliver to and hold Landlord an updated Hazardous Materials List within thirty (30) days following Landlord’s request. Tenant shall deliver to Landlord true harmless from and correct copies of the permitsagainst, approvalsany liabilities, reports and correspondencelosses claims, damages, interest, penalties, fines, attorneys' fees, experts' fees, court costs, remediation costs, and storage and management plans relating to other expenses which result from the use, storage, handling, treatment, generationtransportation, release, threat of release or disposal of Hazardous Materials in or about the Premises or the Property by Tenant at the Premises. At any time following or Tenant's receipt of a request from Landlordagents, employees, contractors or invitees. (d) Tenant shall promptly complete a "hazardous materials questionnaire" using the form then-provided by Landlord. At least three (3) months prior to the surrender of the Premises, Tenant shall deliver give written notice to Landlord a narrative description as soon as reasonably practicable of the actions proposed (or required by any governmental authority) to be taken by Tenant in order to surrender the Premises (including any Alterations permitted by Landlord to remain in the Premises, the Improvements and Laboratory Reusable Installations) at the expiration or earlier termination of the Term, free from any residual impact from the Tenant’s use of Hazardous Materials and otherwise released for unrestricted use and occupancy consistent with Tenant’s obligations under Section 5.5(e) below (the "Surrender Plan"). Tenant’s Surrender Plan shall state that, (a) (i) all laboratory space, including floors, walls, ceilings, counters, piping, supply lines, waste lines and plumbing in or serving any communication received by Tenant from any governmental authority concerning Hazardous Materials which relates to the Premises and all exhaust or other ductwork in or serving the PremisesProperty, and (ii) any applicable systems shared by laboratory space, including without limitation exhaust or other ductwork, in or serving the Premises have been de-commissioned Environmental Condition of which Tenant is aware. (e) Landlord has provided to Tenant a copy of a certain Phase I Environmental Site Assessment with respect to the extent required byProperty dated April 30, 1999 prepared by Eckland Consultants Inc., and Landlord represents to Tenant that said report is the only environmental site assessment in accordance with, applicable Laws and in accordance Landlord's possession with best industry practice; (b) respect to the interior surfaces of the Premises (including floors, walls, ceilings, and counters), piping, supply lines, waste lines and plumbing, and all such ACTIVE/91437610.6Property.

Hazardous Materials. Tenant shall not (aeither with or without negligence) Landlord acknowledges that it is cause or permit the escape, disposal or release of any biologically or chemically active or other hazardous substances, or materials. Tenant shall not allow the intent storage or use of this Section 5.5 to prohibit Tenant from using such substances or materials in any manner not sanctioned by law or by the Premises highest standards prevailing in the industry for the Permitted Use. Tenant may operate its business according to prudent industry practices so long as the storage and use of such substances or presence of Hazardous Materials is strictly and properly monitored by Tenant according to all then applicable Environmental Laws. As a material inducement to Landlord to materials, nor allow Tenant to use Hazardous Materials in connection with its business, Tenant agrees to deliver to Landlord prior to the Commencement Date a list identifying each type of Hazardous Materials to be brought uponinto the Property any such materials or substances except to use in the ordinary course of Tenant's business. Without limitation, kepthazardous substances and materials shall include those described in the Comprehensive Environmental Response, usedCompensation and Liability Act of 1980, storedas amended, handled, treated, generated on, or released or disposed of from42 U.S.C. Section 9601 et seq., the Premises Resource Conservation and setting forth Recovery Act, as amended, 42 U.S.C. Section 6901 et seq., any applicable state or local laws and all the regulations adopted under these acts. If any lender or governmental approvals agency shall ever require testing to ascertain whether or permits required in connection with not there has been any release of hazardous materials, then the presence, use, storage, handling, treatment, generation, reasonable costs thereof shall be reimbursed by Tenant to Landlord upon demand as additional charges if such requirement applies to the Property and only if and to the extent Landlord has a reasonable basis to believe that a material release or disposal of such Hazardous Materials has occurred on or from about the Premises Property in violation of Environmental Laws which has not been reported by Tenant to the Minnesota Pollution Control Agency (the "Hazardous Materials ListMPCA"). Upon request In any event, Landlord shall give Tenant at least fifteen (15) days prior written notice of Landlordits intent to conduct such testing, identifying the suspected release. If Tenant reports the suspected release in writing to the MPCA during such fifteen (15) day period, Tenant shall deliver to not be responsible for the cost of tests undertaken by Landlord an updated Hazardous Materials List within thirty (30) days following Landlord’s requestrelating thereto. Tenant shall deliver to Landlord true and correct copies of the permits, approvals, reports and correspondence, and storage and management plans relating to the use, storage, handling, treatment, generation, release or disposal of Hazardous Materials by Tenant at the Premises. At any time following Tenant's receipt of a request from LandlordIn addition, Tenant shall promptly complete a "execute affidavits, representations and the like from time to time at Landlord's request concerning Tenant's best knowledge and belief regarding the presence of hazardous substances or materials questionnaire" using on the form then-provided by LandlordProperty. At least three (3) months prior to the surrender of the PremisesIn all events, Tenant shall deliver to indemnify Landlord a narrative description in the manner elsewhere provided in this Lease from any release of hazardous materials on the actions proposed (Property occurring while Tenant is in possession, or required by any governmental authority) to be taken elsewhere if caused by Tenant in order to surrender the Premises (including any Alterations permitted by Landlord to remain in the Premises, the Improvements and Laboratory Reusable Installations) at or persons acting under Tenant. The within covenants shall survive the expiration or earlier termination of the Lease Term. Landlord warrants that, to the best of its knowledge the Property is, as of the date of this Lease, free of hazardous substances and materials. Landlord shall indemnify Tenant from any residual impact from the Tenant’s use of Hazardous Materials and otherwise released for unrestricted use and occupancy consistent with Tenant’s obligations under Section 5.5(e) below (the "Surrender Plan"). Tenant’s Surrender Plan shall state that, (a) (i) all laboratory space, including floors, walls, ceilings, counters, piping, supply lines, waste lines and plumbing in or serving the Premises and all exhaust or other ductwork in or serving the Premisesdamages, liabilities, costs and expenses (ii) any applicable systems shared by laboratory space, including without limitation exhaust reasonable attorney's fees), paid or other ductwork, in or serving the Premises have been de-commissioned to the extent required by, and in accordance with, applicable Laws and in accordance with best industry practice; (b) the interior surfaces incurred by Tenant as a result of the Premises (including floors, walls, ceilings, and counters), piping, supply lines, waste lines and plumbing, and all such ACTIVE/91437610.6release of hazardous materials on the Property occurring prior to Tenant's possession.

Hazardous Materials. Tenant shall not (aeither with or without negligence) Landlord acknowledges that it cause or permit the escape, disposal, release or threat of release of any biologically or chemically active or other Hazardous Materials (as said term is not hereafter defined) on, in, upon or under the intent of this Section 5.5 to prohibit Tenant from using Property or the Premises for the Permitted UsePremises. Tenant may operate its business according to prudent industry practices so long as shall not allow the use or presence of Hazardous Materials is strictly and properly monitored by Tenant according to all then applicable Environmental Laws. As a material inducement to Landlord to allow Tenant to use Hazardous Materials in connection with its business, Tenant agrees to deliver to Landlord prior to the Commencement Date a list identifying each type of Hazardous Materials to be brought upon, kept, used, stored, handled, treated, generated on, or released or disposed of from, the Premises and setting forth any and all governmental approvals or permits required in connection with the presence, usegeneration, storage, handling, treatment, generation, release use or disposal of such Hazardous Materials on in any manner not sanctioned by law or from by the highest standards prevailing in the industry for the generation, storage, use and disposal of such Hazardous Materials, nor allow to be brought into the Property any such Hazardous Materials except for use in the ordinary course of Tenant’s business (inclusive of small amounts of ordinary cleaning supplies), and then only after written notice is given to Landlord of the identity of such Hazardous Materials. If any lender or governmental agency shall ever require testing to ascertain whether or not there has been any release of Hazardous Materials, then the reasonable costs thereof shall be reimbursed by Tenant to Landlord upon demand as additional charges but only if such requirement applies to the Premises ("Hazardous Materials List")or may be the result of the acts or omissions of Tenant. Upon request of LandlordIn addition, Tenant shall deliver execute affidavits, representations and the like, from time to Landlord an updated Hazardous Materials List within thirty (30) days following time, at Landlord’s request. Tenant shall deliver to Landlord true request concerning Tenant’s best knowledge and correct copies of belief regarding the permits, approvals, reports and correspondence, and storage and management plans relating to the use, storage, handling, treatment, generation, release or disposal presence of Hazardous Materials by Tenant at on the Premises. At The Tenant shall, at its own expense, remove, clean up, remedy and dispose of (in compliance with all applicable laws, rules and regulations) all Hazardous Materials generated or released by the Tenant or its officers, directors, employees, contractors, servants, invitees, agents or any time following Tenant's receipt other person acting under Tenant during the term of a request from Landlord, this Lease (or during such term as the Tenant shall promptly complete a "hazardous materials questionnaire" using the form then-provided by Landlord. At least three (3) months prior to the surrender is in occupancy or possession of any part of the Premises, Tenant the Building or the Property) at or from the Premises, the Building or the Property in compliance with all Environmental Laws (as said term is hereafter defined) and further, shall deliver to Landlord a narrative description remove, clean up, remedy and dispose of the actions proposed (all Hazardous Materials located at, upon, under, within or required by any governmental authority) to be taken by Tenant in order to surrender the Premises (including any Alterations permitted by Landlord to remain in the Premises, the Improvements Building or the Property generated by or resulting from its operations, activities or processes during the term of this Lease (or such other periods of time as the Tenant may be in occupancy or in possession of the Premises or any portion of the Property or Building); in compliance with all Environmental Laws. In performing its obligations hereunder, the Tenant shall use best efforts to avoid interference with the use and Laboratory Reusable Installations) at enjoyment of the Building and the Property by other tenants and occupants thereof. The provisions hereof shall survive expiration or earlier termination of this Lease: The Tenant shall indemnify, defend and save harmless the TermLandlord and its officers, free directors, shareholders, employees, contractors, servants, invitees, representatives and agents from and against all loss, costs, damages, claims, proceedings, demands, liabilities, penalties, fines and expenses, including without limitation, reasonable fees and costs for attorneys’ fees, consultants’ fees, litigation costs and clean-up costs asserted against or incurred by the Landlord, its officers, directors, shareholders, employees, contractors, servants, invitees representatives or agents at any residual impact from the Tenant’s use time by reason of Hazardous Materials and otherwise released for unrestricted use and occupancy consistent with Tenant’s obligations under Section 5.5(e) below (the "Surrender Plan"). Tenant’s Surrender Plan shall state that, (a) or arising out of (i) all laboratory spaceany release or threat of release of any Hazardous Materials at, including floorsin, wallsupon, ceilingsunder or from the Premises, countersthe Building or the Property where such release or threat of release is the result of or alleged to result from the acts or omissions of the Tenant or its agents, pipingservants, supply linesemployees, waste lines and plumbing contractors or invitees, or (ii) any violation or alleged violation of any Environmental Laws governing Hazardous Materials where such violation or alleged violation is the result of or alleged to result from the acts or omissions of the Tenant or its agents, servants, employees, contractors, invitees, or any other person acting under Tenant. The indemnities set forth in this Section shall survive expiration or serving termination of this Lease. In addition to the requirements set forth above, the Tenant shall, within ten (10) days of receipt, provide to the Landlord copies of any inspection or other reports, correspondence, documentation, orders, citations, notices, directives, or suits from or by any governmental authority or insurer regarding non-compliance with or potential or actual violation of Environmental Laws. The Landlord hereby expressly reserves the right to enter the Premises and all exhaust or other ductwork in or serving the Premises, and (ii) any applicable systems shared by laboratory space, including without limitation exhaust or other ductwork, in or serving the Premises have been de-commissioned to the extent required by, and in accordance with, applicable Laws and in accordance with best industry practice; (b) the interior surfaces portions of the Premises (including floorsBuilding and the Property in order to perform inspections and testing of the air, walls, ceilings, soil and counters), piping, supply lines, waste lines and plumbing, and all such ACTIVE/91437610.6groundwater for the presence or existence of Hazardous Materials.

Hazardous Materials. (a) Landlord acknowledges and Tenant agree that it is not with respect to the intent of this Section 5.5 to prohibit Tenant from using the Premises for the Permitted Use. Tenant may operate its business according to prudent industry practices so long as the existence or use or presence of Hazardous Materials is strictly (as defined as such under current laws or regulations as may be amended from to time) on the Property, any handling, transportation, storage, treatment, disposal or use of Hazardous Materials (other than the use of ordinary office and properly monitored janitorial products), in any amount, by Tenant, Tenant's agents, or any other party associated with Tenant must be absolutely and completely disclosed to and approved in writing by Landlord prior to its arrival in the Premises. Landlord may uncontestably withhold Landlord's approval at Landlord's sole discretion. Any withholding from Landlord of information relating to Hazardous Materials used or stored by Tenant according to all then applicable Environmental Laws. As shall constitute a material inducement to Landlord to allow Tenant to default under the terms of the Lease and shall be cause for lease termination at Landlord's option. Any use or storage of any disclosed Hazardous Materials in connection or about the Property, which use or storage shall have been approved by Landlord, shall strictly comply with its businessall applicable Hazardous Materials laws. Tenant shall, Tenant agrees to deliver to Landlord prior to upon request by Landlord, provide proof of approvals by the Commencement Date a list identifying each type governing authorities. Landlord's consent or approval once given shall not constitute approval for any subsequent bringing of Hazardous Materials to be brought upon, kept, used, stored, handled, treated, generated on, or released or disposed of from, onto the Premises or Project. Tenant shall indemnify, defend upon demand with counsel reasonably acceptable to Landlord, and setting forth hold harmless Landlord from and against any and all governmental approvals or permits required in connection with the presenceliabilities, uselosses, storageclaims, handlingdamages, treatmentlost profits, generationconsequential damages, release or disposal of such Hazardous Materials on or from the Premises ("Hazardous Materials List"). Upon request of Landlordinterest, Tenant shall deliver to Landlord an updated Hazardous Materials List within thirty (30) days following Landlord’s request. Tenant shall deliver to Landlord true and correct copies of the permitspenalties, approvalsfines, reports and correspondencecourt costs, remediation costs, investigation costs, and storage and management plans relating to other expenses which result from or arise in any manner whatsoever out of the use, storage, handling, treatment, generationtransportation, release release, or disposal of Hazardous Materials on or about the Leased Premises or the Property by Tenant at the Premises. At any time following Tenant, Tenant's receipt agents, permitees, or invitees. If the presence of a request from LandlordHazardous Materials on the Leased Premises, the Building, or the Project caused or permitted by Tenant, Tenant's agents, permitees, or invitees result in contamination or deterioration to any extent of water, soil, or any part of the Leased Premises, the Building, or the Project, then Tenant shall promptly complete a "hazardous materials questionnaire" using take any and all action necessary to remove said Hazardous Materials and to return the form then-provided by Landlord. At least three Project (3and any other property of whatever nature) months to their condition existing prior to the surrender appearance of the Premises, Tenant shall deliver to such Hazardous Materials. Landlord a narrative description of the actions proposed (may at any time and at Tenant's sole cost perform any tests or required by any governmental authority) to be taken by Tenant in order to surrender the Premises investigations (including any Alterations permitted by Landlord the installation of testing ▇▇▇▇▇) it deems appropriate to remain in determine the Premises, presence of Hazardous Materials on the Improvements and Laboratory Reusable Installations) at Project. The terms of this clause shall survive the expiration or earlier sooner termination of this Lease. To the Term, free from any residual impact from the Tenant’s use best knowledge of Hazardous Materials and otherwise released for unrestricted use and occupancy consistent with Tenant’s obligations under Section 5.5(e) below (the "Surrender Plan"). Tenant’s Surrender Plan shall state thatLandlord, (a) no Hazardous Material is present on the Project or the soil, surface water or groundwater thereof, (ib) all laboratory space, including floors, walls, ceilings, counters, piping, supply lines, waste lines and plumbing in or serving no underground storage tanks are present on the Premises and all exhaust or other ductwork in or serving the PremisesProject, and (iic) no action, proceeding or claim is pending or threatened regarding the Project concerning any applicable systems shared by laboratory spaceHazardous Material or pursuant to any environmental law. Under no circumstance shall Tenant be liable for, and Landlord shall indemnify, defend, protect and hold harmless Tenant, its agents, contractors, stockholders, directors, successors, representatives, and assigns from and against all losses, costs, claims, liabilities and damages (including without limitation exhaust reasonable attorneys' and consultants' fees) of every type and nature, directly or other ductworkindirectly arising out of or in connection with any Hazardous Material present at any time on or about the Project, in or serving the Premises have been de-commissioned soil, air, improvements, groundwater or surface water thereof, or the violation of any laws, orders, or regulations, relating to any such Hazardous Material except to the extent required by, and in accordance with, applicable Laws and in accordance with best industry practice; (b) the interior surfaces that any of the Premises (including floors, walls, ceilings, and counters), piping, supply lines, waste lines and plumbing, and all such ACTIVE/91437610.6foregoing actually results from the release or emission of Hazardous Material by Tenant or its agents or employees in violation of applicable environmental laws.

Hazardous Materials. Tenant will comply with any federal, state and local laws, ordinances and regulations relating, to the generation, manufacture, production, use, storage, release or threatened release, discharge, disposal, transportation or presence of any substance, material or waste which is now or hereafter classified as hazardous or toxic, or which is regulated under current or future federal, state or local laws or regulations (aeach such substance, material and waste, “Hazardous Materials”) Landlord acknowledges that it is not in each case by Tenant or any Tenant Parties in, on, under or about the intent Leased Property. In conformance with the requirements of applicable law and to the extent required to comply with applicable law, Tenant shall clean up, remove, remedy and repair any soil or ground water contamination and damage caused by the release or disposal of any Hazardous Materials by Tenant or any Tenant Parties in, on, under, or about the Leased Property. Tenant shall immediately give Owner written notice of any breach of this Section 5.5 to prohibit Tenant from using or upon learning of the Premises for the Permitted Use. Tenant may operate its business according to prudent industry practices so long as the use or presence of any release or suspected release of any Hazardous Materials is strictly and properly monitored by which may affect the Leased Property. Notwithstanding anything to the contrary in this Lease, in no event shall Tenant according to all then applicable Environmental Laws. As a material inducement to Landlord to allow Tenant to use have any obligation or liability under this Lease in respect of any Hazardous Materials in connection with its businessbrought upon, Tenant agrees to deliver to Landlord stored, used, generated, released or disposed of on, under, from or about the Leased Property or the Overall Property (i) prior to the Commencement Date a list identifying each type date of delivery of the Leased Property to Tenant, or (ii) by Owner, or its agents, employees, contractors, licensees, subtenants, representatives or invitees, or (iii) by any other tenant of the Overall Property, or such other tenant’s agents, employees, contractors, licensees, subtenants, representatives or invitees. Notwithstanding anything to the contrary in this Lease, in no event shall Tenant, its agents, employees, contractors, licensees, subtenants, representatives or invitees be deemed to have permitted Hazardous Materials to be brought upon, keptstored, used, storedgenerated, handledreleased, treated, generated disposed of or otherwise be present on, under, from or released or disposed of from, about the Premises and setting forth any and all governmental approvals or permits required in connection with the presence, use, storage, handling, treatment, generation, release or disposal of such Hazardous Materials on or from the Premises Leased Property ("Hazardous Materials List"). Upon request of Landlord, Tenant shall deliver to Landlord an updated Hazardous Materials List within thirty (30) days following Landlord’s request. Tenant shall deliver to Landlord true and correct copies of the permits, approvals, reports and correspondence, and storage and management plans relating to the use, storage, handling, treatment, generation, release or disposal of Hazardous Materials by Tenant at the Premises. At any time following Tenant's receipt of a request from Landlord, Tenant shall promptly complete a "hazardous materials questionnaire" using the form then-provided by Landlord. At least three (3) months prior to the surrender of the Premises, Tenant shall deliver to Landlord a narrative description of the actions proposed (or required by any governmental authority) to be taken by Tenant in order to surrender the Premises (including any Alterations permitted by Landlord to remain in the Premises, the Improvements and Laboratory Reusable Installations) at the expiration or earlier termination of the Term, free from any residual impact from the Tenant’s use of Hazardous Materials and otherwise released for unrestricted use and occupancy consistent with Tenant’s obligations under Section 5.5(e) below (the "Surrender Plan"). Tenant’s Surrender Plan shall state that, (a) (i) all laboratory space, including floors, walls, ceilings, counters, piping, supply lines, waste lines and plumbing in or serving the Premises and all exhaust or other ductwork in or serving the Premises, and (ii) any applicable systems shared by laboratory space, including without limitation exhaust or other ductwork, in or serving the Premises soil and groundwater thereunder) for any Hazardous Materials that have been de-commissioned migrated to the extent required by, and in accordance with, applicable Laws and in accordance with best industry practice; (b) Leased Property from any location off the interior surfaces of the Premises (including floors, walls, ceilings, and counters), piping, supply lines, waste lines and plumbing, and all such ACTIVE/91437610.6Leased Property.

Hazardous Materials. (a) 36.1 Landlord acknowledges that it is not warrants that, to the intent best of this Section 5.5 to prohibit Tenant from using its knowledge, the Premises for the Permitted Use. Tenant may operate its business according to prudent industry practices so long as the use or presence are free of Hazardous Materials is strictly and properly monitored by Substances at the time of delivery to Tenant. 36.2 Tenant according to all then applicable Environmental Laws. As a material inducement to Landlord to allow Tenant to use shall not cause or permit any Hazardous Materials in connection with its business, Tenant agrees to deliver to Landlord prior to the Commencement Date a list identifying each type of Hazardous Materials Substances to be brought upon, kept, used, stored, handledgenerated, treated, generated on, or released or disposed of from, on or in the Premises by Tenant, Tenant's agents, employees, contractors, or invitees without first obtaining Landlord's written consent. If Hazardous Substances are used, stored, generated, or disposed of on or in the Premises except as permitted above, or if the Premises become contaminated in any manner for which Tenant is legally liable, Tenant shall indemnify and setting forth hold harmless the Landlord from any and all governmental approvals claims, damages, fine, judgments, penalties, costs, liabilities or permits required losses (including, without limitation, a decrease in connection with the presence, use, storage, handling, treatment, generation, release or disposal of such Hazardous Materials on or from the Premises ("Hazardous Materials List"). Upon request of Landlord, Tenant shall deliver to Landlord an updated Hazardous Materials List within thirty (30) days following Landlord’s request. Tenant shall deliver to Landlord true and correct copies of the permits, approvals, reports and correspondence, and storage and management plans relating to the use, storage, handling, treatment, generation, release or disposal of Hazardous Materials by Tenant at the Premises. At any time following Tenant's receipt of a request from Landlord, Tenant shall promptly complete a "hazardous materials questionnaire" using the form then-provided by Landlord. At least three (3) months prior to the surrender value of the Premises, Tenant shall deliver to Landlord damages caused by loss or restriction of rentable or usable space, and any and all sums paid for settlement of claims, attorneys' fees, consultants' fees, and experts' free) arising during or after the Lease Term and arising as a narrative description result of that contamination by Tenant. This indemnification includes, without limitation, any and all costs incurred because of any investigation of the actions proposed (site or required any cleanup removal, or restoration mandated by any governmental authority) to be taken by Tenant in order to surrender the Premises (including any Alterations permitted by Landlord to remain in the Premisesa federal, the Improvements and Laboratory Reusable Installations) at the expiration state, or earlier termination local agency or political subdivision. 36.3 Without limitation of the Termforegoing, free from if Tenant causes or permits the presence of any residual impact from the Tenant’s use of Hazardous Materials and otherwise released for unrestricted use and occupancy consistent with Tenant’s obligations under Section 5.5(e) below (the "Surrender Plan"). Tenant’s Surrender Plan shall state that, (a) (i) all laboratory space, including floors, walls, ceilings, counters, piping, supply lines, waste lines and plumbing in or serving Substance on the Premises and that results in contamination, Tenant shall promptly, at its sole expense, take any and all exhaust or other ductwork in or serving necessary actions to return the Premises to the condition existing prior to the presence of any such Hazardous Substance on the Premises. Tenant shall first obtain Landlord's approval for any such remedial action. 36.4 As used herein, "Hazardous Substances" means any substance that is toxic, ignitable, reactive, or corrosive and (ii) that is regulated by any applicable systems shared by laboratory spacelocal government, including without limitation exhaust the state of California, or other ductwork, in or serving the Premises have been de-commissioned to the extent required by, and in accordance with, applicable Laws and in accordance with best industry practice; (b) the interior surfaces of the Premises (including floors, walls, ceilings, and counters), piping, supply lines, waste lines and plumbing, United States Government. "Hazardous Substance" includes any and all such ACTIVE/91437610.6materials or substances that are defined as "hazardous waste," extremely hazardous waste" or a "hazardous substance" pursuant to state, federal or local governmental law. "Hazardous Substance" includes, but is not restricted to, asbestos, polychlorobiphenyls ("PCBs") and petroleum.

Hazardous Materials. Tenant and Landlord shall not (aeither with or without negligence) cause or permit the escape, disposal or release of any biologically or chemically active or other hazardous substances or materials on or about the Premises. Tenant and Landlord acknowledges that it is shall not allow the intent storage or use of this Section 5.5 to prohibit Tenant from using such substance or materials in any manner not sanctioned by law or by the Premises highest standards prevailing in the industry for the Permitted Use. Tenant may operate its business according to prudent industry practices so long as the storage and use of such substances or presence of Hazardous Materials is strictly and properly monitored by Tenant according to all then applicable Environmental Laws. As a material inducement to Landlord to materials, nor allow Tenant to use Hazardous Materials in connection with its business, Tenant agrees to deliver to Landlord prior to the Commencement Date a list identifying each type of Hazardous Materials to be brought uponinto the Premises, keptany such materials or substances except to use in the ordinary course of Tenant's or Landlord's business. Without limitation, usedhazardous substances and materials shall include those described in the Comprehensive Environmental Response, storedCompensation and Liability Act of 1980, handled, treated, generated on, or released or disposed of fromas amended 42 U.S.C. Section 9601 et seq., the Premises Resource Conservation and setting forth Recovery Act, as amended, 42 U.S.C. Section 6901 et seq., any applicable state or local laws and all the regulations adopted under these acts. If any lender or governmental approvals agency shall ever require testing to ascertain whether or permits required in connection with not there has been any escape, disposal or release of hazardous substances or materials, then the reasonable costs thereof shall be reimbursed by Tenant to Landlord upon demand as additional rent if such requirement applies to the Premises. In addition, Tenant shall execute affidavits, representations and the like from time to time at Landlord's request concerning Tenant's best knowledge and belief regarding the presence, useescape, storage, handling, treatment, generation, disposal or release of hazardous substances or disposal of such Hazardous Materials materials on or from the Premises ("Hazardous Materials List")Premises. Upon request of LandlordIn all event, Tenant shall deliver to indemnify Landlord an updated Hazardous Materials List within thirty (30) days following Landlord’s request. in the manner elsewhere provided in this Lease form any release of hazardous substances or materials on the Premises occurring while Tenant shall deliver to Landlord true and correct copies of the permits, approvals, reports and correspondence, and storage and management plans relating to the use, storage, handling, treatment, generation, release is in possession,or disposal of Hazardous Materials elsewhere if caused by Tenant at the Premisesor persons acting under Tenant. At any time following Tenant's receipt Landlord shall likewise indemnify Tenant of a request from Landlord, Tenant same. The within covenants shall promptly complete a "hazardous materials questionnaire" using the form then-provided by Landlord. At least three (3) months prior to the surrender of the Premises, Tenant shall deliver to Landlord a narrative description of the actions proposed (or required by any governmental authority) to be taken by Tenant in order to surrender the Premises (including any Alterations permitted by Landlord to remain in the Premises, the Improvements and Laboratory Reusable Installations) at survive the expiration or any earlier termination of the Term, free from any residual impact from the Tenant’s use term of Hazardous Materials and otherwise released for unrestricted use and occupancy consistent with Tenant’s obligations under Section 5.5(e) below (the "Surrender Plan")this Lease. Tenant’s Surrender Plan shall state that, (a) (i) all laboratory space, including floors, walls, ceilings, counters, piping, supply lines, waste lines and plumbing in or serving the Premises and all exhaust or other ductwork in or serving the Premises, and (ii) any applicable systems shared by laboratory space, including without limitation exhaust or other ductwork, in or serving the Premises have been de-commissioned to the extent required by, and in accordance with, applicable Laws and in accordance with best industry practice; (b) the interior surfaces of the Premises (including floors, walls, ceilings, and counters), piping, supply lines, waste lines and plumbing, and all such ACTIVE/91437610.6-9- 10 ARTICLE XII

Hazardous Materials. Landlord and Tenant agree as follows with ------------------- respect to the existence or use of "Hazardous Material" (aas defined below) Landlord acknowledges that it is not on the intent Premises: A. Tenant shall be entitled to cause such inspections, soils and groundwater tests, and other evaluations to be made of this Section 5.5 to prohibit Tenant from using the Premises for as Tenant deems necessary regarding (i) the Permitted Use. Tenant may operate its business according to prudent industry practices so long as the use or presence of Hazardous Materials is strictly and properly monitored by Tenant according to all then applicable Environmental Laws. As a material inducement to Landlord to allow Tenant to use Hazardous Materials in connection with its business, Tenant agrees to deliver to Landlord prior to the Commencement Date a list identifying each type of Hazardous Materials to be brought upon, kept, used, stored, handled, treated, generated on, or released or disposed of from, the Premises and setting forth any and all governmental approvals or permits required in connection with the presence, use, storage, handling, treatment, generation, release or disposal of such Hazardous Materials on or from the Premises ("Hazardous Materials List"). Upon request of Landlord, Tenant shall deliver to Landlord an updated Hazardous Materials List within thirty (30) days following Landlord’s request. Tenant shall deliver to Landlord true and correct copies of the permits, approvals, reports and correspondence, and storage and management plans relating to the use, storage, handling, treatment, generation, release or disposal of Hazardous Materials by Tenant at the Premises. At any time following Tenant's receipt of a request from Landlord, Tenant shall promptly complete a "hazardous materials questionnaire" using the form then-provided by Landlord. At least three (3) months prior to the surrender of the Premises, Tenant shall deliver to Landlord a narrative description of the actions proposed (or required by any governmental authority) to be taken by Tenant in order to surrender the Premises (including any Alterations permitted by Landlord to remain in the Premises, the Improvements and Laboratory Reusable Installations) at the expiration or earlier termination of the Term, free from any residual impact from the Tenant’s use of Hazardous Materials and otherwise released for unrestricted use and occupancy consistent with Tenant’s obligations under Section 5.5(e) below (the "Surrender Plan"). Tenant’s Surrender Plan shall state that, (a) (i) all laboratory space, including floors, walls, ceilings, counters, piping, supply lines, waste lines and plumbing in or serving the Premises and all exhaust or other ductwork in or serving about the Premises, and (ii) the potential for exposure of Tenant's employees and other persons to any applicable systems shared Hazardous Materials used and stored by laboratory spaceprevious occupants in or about the Premises. To facilitate assigning responsibility for the presence of any Hazardous Materials on the Premises, including without limitation exhaust Tenant shall use its best efforts to take all samples of soil and groundwater necessary in the course of its inspection and evaluation before the Commencement Date as to each Building, and shall thereafter cause the evaluation of such samples to be conducted as promptly as reasonably possible. B. Landlord hereby makes the following warranties and representations to Tenant, each of which is made to the best of Landlord's knowledge as of the date of this Lease: (1) Any handling, transportation, storage, treatment, disposal, release or other ductworkuse of Hazardous Materials that has occurred on the Premises prior to the date hereof has been in compliance with all Hazardous Materials Laws. (2) The Premises are, and Landlord's operations concerning the Premises are, as of the date of this Lease, in compliance with all Hazardous Materials Laws. (3) The soil and groundwater on or serving under the Premises have been de-commissioned are free of Hazardous Materials in amounts which would (i) violate any Hazardous Materials Laws to the extent required bythat any governmental entity could require either Landlord or Tenant to take any remedial action with respect to such Hazardous Materials, or (ii) pose a substantial risk of impairing the health of any person on or about the Premises (including, without limitation, Tenant's employees, agents or invitees). (4) Neither the Premises nor any improvements thereon or personal property contained therein contains PCBs or asbestos. (5) No litigation has been brought or threatened, nor any settlements reached with any governmental or private party, concerning the actual or alleged presence of Hazardous Materials on or about the Premises or any disposal, release or threatened release of Hazardous Materials in or about the Premises prior to the date of this Lease. C. Landlord warrants and in accordance withrepresents to Tenant that it has received no notice of (i) any violation, applicable Laws and in accordance with best industry practice; or alleged violation, of any Hazardous Material Law that has not been corrected to the satisfaction of the appropriate authority, (bii) any pending claims relating to the interior surfaces presence of Hazardous Material on the Premises, or (iii) any pending investigation by any governmental agency concerning the Premises relating to Hazardous Materials. Landlord is not aware of any reports, studies or other written evidence of any investigation of the Premises to determine the presence of Hazardous Materials. Each party shall deliver to the other copies of any report, study or other written evidence of any such investigation which comes into the possession of such party. Tenant shall notify Landlord in writing of all Hazardous Materials (including floors, walls, ceilings, and counters), piping, supply lines, waste lines and plumbing, and all such ACTIVE/91437610.6except in incidental quantities) which Tenant brings onto the premises.

Hazardous Materials. (a) Landlord acknowledges that it is Tenant shall not cause or permit the intent storage, use, generation or disposition of this Section 5.5 to prohibit Tenant from using the Premises for the Permitted Use. Tenant may operate its business according to prudent industry practices so long as the use or presence of any Hazardous Materials is strictly and properly monitored by Tenant according to all then applicable Environmental Laws(as hereinafter defined) at the Facility without the prior written consent of Ranch 505. As a material inducement to Landlord to allow Tenant to use Hazardous Materials in connection with its business, Tenant agrees to deliver to Landlord prior to the Commencement Date a list identifying each type indemnify, defend and hold harmless Ranch 505 from all fines, suits, procedures, claims and actions of Hazardous Materials to be brought uponevery kind, kept, used, stored, handled, treated, generated on, or released or disposed of from, the Premises and setting forth any and all governmental approvals or permits required in connection with the presence, use, storage, handling, treatment, generation, release or disposal of such Hazardous Materials on or from the Premises ("Hazardous Materials List"). Upon request of Landlord, Tenant shall deliver to Landlord an updated Hazardous Materials List within thirty (30) days following Landlord’s request. Tenant shall deliver to Landlord true and correct copies of the permits, approvals, reports and correspondence, and storage and management plans relating to the use, storage, handling, treatment, generation, release or disposal of Hazardous Materials by Tenant at the Premises. At any time following Tenant's receipt of a request from Landlord, Tenant shall promptly complete a "hazardous materials questionnaire" using the form then-provided by Landlord. At least three (3) months prior to the surrender of the Premises, Tenant shall deliver to Landlord a narrative description of the actions proposed (or required by any governmental authority) to be taken by Tenant in order to surrender the Premises costs associated therewith (including attorneys’ and consultants’ fees) arising out of or in any Alterations permitted by Landlord to remain in the Premises, the Improvements way connected with Tenant’s violation of this provision. Tenant’s obligations and Laboratory Reusable Installations) at liabilities under this Section shall survive the expiration or earlier termination of this Agreement. For purposes of this Agreement, the Termterm “Hazardous Materials” means any explosives, free fireworks, radioactive materials or other hazardous substances. A Ranch 505 staff person will be on duty during the entire time of the rental. The Tenant is responsible for the conduct and behavior of the group using the facility. Costs for any needed call for security due to unruly behavior during an event by Ranch 505 will be deducted from the Security and Damage Deposit. Ranch 505 reserves the right to limit the number of people entering the building or any residual impact from room for safety reasons and crowd and parking control. All hallways, entryways, and aisles, driveways, motor court and parking area are to be clear of obstacles. Ranch 505 and its designees shall have the right to enter the Facility at any time during its use by Tenant. Tenant, or a guest or other person under the Tenant’s use of Hazardous Materials and otherwise released for unrestricted use and occupancy consistent with Tenant’s obligations under Section 5.5(e) below (the "Surrender Plan"). Tenant’s Surrender Plan control, shall state that, (a) (i) all laboratory spacenot engage in any act intended to facilitate criminal activity, including floorsdrug-related criminal activity, wallson or near the Facility. Because Ranch 505 has open water features, ceilings, counters, piping, supply lines, waste lines trees and plumbing in or serving the Premises and all exhaust or other ductwork in or serving the Premiseslandscaping plants that have thorns, and (ii) any applicable systems shared by laboratory spacewildlife, including without limitation exhaust adult supervision of children is required at all times. Tenant accepts all financial responsibility to damage and/or stolen property on premises. Tenants and guests are not allowed to wander or other ductwork, loiter in or serving the Premises have been de-commissioned to the extent required by, and in accordance with, applicable Laws and in accordance with best industry practice; (b) the interior surfaces tall grass of the Premises (including floors, walls, ceilings, property. Ranch 505 is not responsible or liable for any Tenant or guest’s safety or security – beware of wildlife and counters), piping, supply lines, waste lines and plumbing, and all such ACTIVE/91437610.6nature.

Hazardous Materials. The Borrower has provided copies of the Phase I and the other environmental assessments as set forth in Schedule 4.15 to the Administrative Agent. Except as otherwise disclosed in the assessments listed on Schedule 4.15: (a1) Landlord acknowledges that it is during the period of ownership of any Mortgaged Property by any of Borrower or Borrower’s Affiliates, such Mortgaged Property (or any portion thereof) has not the intent of this Section 5.5 to prohibit Tenant from using the Premises been used for the Permitted Use. Tenant may operate its business according to prudent industry practices so long as purpose of, or in any way involving, the use handling, manufacture, treatment, storage, use, generation, release, discharge, refining, dumping or presence disposal of any Hazardous Materials is strictly and properly monitored by Tenant according to all then applicable Environmental Laws. As a material inducement to Landlord to allow Tenant to use on, under, in or about the Mortgaged Property, or transporting any Hazardous Materials to, from or across the Mortgaged Property, in connection with its businesseach case, Tenant agrees in a manner that would reasonably be expected to deliver have a Property Material Adverse Effect, and to Landlord the Borrower’s Knowledge, no such use occurred at any time prior to the Commencement Date a list identifying each type period of Hazardous Materials to be brought uponownership of such Mortgaged Property by any of Borrower or Borrower’s Affiliates; (2) Borrower has obtained all material environmental, kepthealth and safety permits and licenses necessary for their respective operations, used, stored, handled, treated, generated on, or released or disposed of from, the Premises and setting forth any and all governmental approvals or such permits required are in connection good standing and the holder of each such permit is currently in compliance with the presence, use, storage, handling, treatment, generation, release or disposal all terms and conditions of such Hazardous Materials on or from the Premises ("Hazardous Materials List"). Upon request of Landlord, Tenant shall deliver to Landlord an updated Hazardous Materials List within thirty (30) days following Landlord’s request. Tenant shall deliver to Landlord true and correct copies of the permits, approvalsexcept for any such failure to obtain, reports and correspondence, and storage and management plans relating maintain in good standing or comply that would not reasonably be expected to the use, storage, handling, treatment, generation, release or disposal of Hazardous Materials by Tenant at the Premises. At any time following Tenant's receipt of have a request from Landlord, Tenant shall promptly complete a "hazardous materials questionnaire" using the form then-provided by Landlord. At least three Property Material Adverse Effect; (3) months prior none of the Mortgaged Property is listed or, to the surrender Borrower’s knowledge, proposed for listing on the National Priorities List (“NPL”) pursuant to CERCLA or on the Comprehensive Environmental Response Compensation Liability Information System List (“CERCLIS”) or any similar applicable state list of sites requiring remedial action under any Hazardous Materials Laws; (4) none of Borrower or Borrower’s Affiliates which previously held title to the PremisesMortgaged Property has sent or directly arranged for the transport of any hazardous waste to any site listed or, Tenant shall deliver to Landlord the Borrower’s knowledge, proposed for listing on the NPL, CERCLIS or any similar state list, where any such arrangement for transportation would reasonably be expected to have a narrative description of the actions proposed Property Material Adverse Effect; and (or required by any governmental authority5) to be taken by Tenant the Borrower’s Knowledge, there is not now on or in order to surrender the Premises (including any Alterations permitted by Landlord to remain in the Premises, the Improvements and Laboratory Reusable Installations) at the expiration or earlier termination of the Term, free from any residual impact from the Tenant’s use of Hazardous Materials and otherwise released for unrestricted use and occupancy consistent with Tenant’s obligations under Section 5.5(e) below (the "Surrender Plan"). Tenant’s Surrender Plan shall state that, (a) Mortgaged Property: (i) all laboratory space, including floors, walls, ceilings, counters, piping, supply lines, waste lines and plumbing in any landfill or serving the Premises and all exhaust or other ductwork in or serving the Premises, and surface impoundment; (ii) any applicable systems shared by laboratory spaceunderground storage tanks; (iii) any asbestos-containing material; or (iv) any polychlorinated biphenyls (PCB), including without limitation exhaust which in the case of any of clauses (i) through (iv) the presence of which would reasonably be expected to have a Property Material Adverse Effect. Except as otherwise disclosed in the assessments listed on Schedule 4.15, (x) to Borrower’s Knowledge, no Hazardous Materials are presently constructed, deposited, stored, or other ductworkotherwise located on, under, in or serving about the Premises Mortgaged Property in amounts or concentrations that would reasonably be expected to have been de-commissioned to the extent required by, and in accordance with, applicable Laws and in accordance with best industry practicea Property Material Adverse Effect; (by) to Borrower’s Knowledge, no Hazardous Materials have migrated from the interior surfaces of Mortgaged Property upon or beneath other properties which would reasonably be expected to result in material liability for Borrower; and (z) to Borrower’s Knowledge, no Hazardous Materials have migrated or threaten to migrate from other properties upon, about or beneath the Premises (including floorsMortgaged Property which would reasonably be expected to result in material liability for Borrower, walls, ceilings, and counters), piping, supply lines, waste lines and plumbing, and all except for any such ACTIVE/91437610.6liability that would not reasonably be expected to have a Property Material Adverse Effect.

Hazardous Materials. (a) Landlord acknowledges that it is As used in this Lease, the term “Hazardous Material” means any flammable items, explosives, radioactive materials, hazardous or toxic substances, material or waste or related materials, including any substance defined as or included in the definition of “hazardous substances”, “hazardous wastes”, “hazardous materials” or “toxic substances” now or subsequently regulated under any applicable federal, state or local laws or regulations, including without limitation petroleum-based products, paints, solvents, lead, cyanide, DDT, printing inks, acids, pesticides, ammonia compounds and other chemical products, asbestos, PCBs and similar compounds, and including any different products and materials which are subsequently found to have adverse effects on the environment or the health and safety of persons. Tenant shall not the intent cause or permit any Hazardous Material to be generated, produced, brought upon, used, stored, treated or disposed of this Section 5.5 to prohibit Tenant from using in or about the Premises for by Tenant, its agents, employees, contractors, sublessees or invitees without the Permitted Useprior written consent of Landlord; provided, however, Tenant shall be allowed to store and use nominal amounts of commercially available cleaning products without the consent of Landlord. Tenant may operate its business according shall provide Landlord with ten (10) days advance written notice, setting forth an itemization of all such Hazardous Materials, with a detailed description thereof, and the intended volume, location and use of such Materials at the Premises, prior to prudent industry practices so long as the use or presence allowance of any such cleaning products or any other products, materials or substances which are Hazardous Materials as defined above or which have or may have adverse effects on the environment or the health and safety of persons. Landlord shall be entitled to take into account such other factors or facts as Landlord deems to be relevant in determining whether to grant or withhold consent to Tenant’s proposed activity with respect to Hazardous Material. In no event, however, shall Landlord be required to consent to the installation or use of any storage tanks in or on the Premises. To the extent Tenant is strictly allowed to store and properly monitored by Tenant according to all then applicable Environmental Laws. As a material inducement to Landlord to allow Tenant to use any Hazardous Materials in connection or about the Premises in accordance with its businessthe provisions of this Section, Tenant agrees shall be obligated to provide Landlord with a Phase I Environmental Report prepared in accordance with current ASTM standards (“Phase I”). The Phase I, addressed and certified to Landlord and Landlord’s lender, if any, shall be dated as of the date Tenant vacates the Premises. Tenant shall bear the cost of the Phase I and shall also be responsible for any and all costs, penalties and fines incurred for any environmental contamination and subsequent remediation at the Project. Should Tenant fail to timely deliver to Landlord the Phase I, Landlord may cause a Phase I to be prepared to like effect and Tenant shall be liable to Landlord for one hundred thirty percent (130%) of the cost of said Phase I. Should the Phase I provided by either Landlord or Tenant state that a hazardous condition exists in or on the Project or that the Premises cannot be used or leased in a hazard- free condition (unless the hazardous condition existed prior to the Commencement Date a list identifying each type of Hazardous Materials to be brought upon, kept, used, stored, handled, treated, generated on, or released or disposed of from, under the Premises and setting forth any and all governmental approvals or permits required in connection with the presence, use, storage, handling, treatment, generation, release or disposal of such Hazardous Materials on or from the Premises ("Hazardous Materials List"Lease). Upon request of Landlord, Tenant shall deliver forthwith cause the hazardous condition to be fully corrected at Tenant’s expense. In addition, Tenant shall be required to pay to Landlord monthly, on or before the first day of each month, an updated Hazardous Materials List within amount equal to one hundred thirty percent (30130%) days of Base Rent and Additional Rent due under the Lease for the last year of the Lease Term, for any period following Landlord’s requestexpiration of the Lease Term until the Premises is restored to a hazard free condition. Tenant This requirement shall deliver not be construed as an extension of an expired or terminated Lease, but solely as damages to Landlord true and correct copies of due to such hazardous condition(s) existing at the permits, approvals, reports and correspondence, and storage and management plans relating to the use, storage, handling, treatment, generation, release or disposal of Hazardous Materials by Tenant at Project which prevent Landlord from re-leasing the Premises. At any time Tenant, following Tenant's receipt such expiration or termination of a request from Landlordthis Lease, Tenant shall promptly complete a "hazardous materials questionnaire" using the form then-provided by Landlord. At least three (3) months prior be allowed access to the surrender Project, only to the extent necessary to remove or otherwise correct any hazardous condition, and shall conduct no gainful business activity whatsoever at said Premises. The provisions of the Premises, Tenant this Section shall deliver to Landlord a narrative description of the actions proposed (or required by any governmental authority) to be taken by Tenant in order to surrender the Premises (including any Alterations permitted by Landlord to remain in the Premises, the Improvements and Laboratory Reusable Installations) at survive the expiration or earlier any termination of the Term, free from any residual impact from the Tenant’s use of Hazardous Materials and otherwise released for unrestricted use and occupancy consistent with Tenant’s obligations under Section 5.5(e) below (the "Surrender Plan"). Tenant’s Surrender Plan shall state that, (a) (i) all laboratory space, including floors, walls, ceilings, counters, piping, supply lines, waste lines and plumbing in or serving the Premises and all exhaust or other ductwork in or serving the Premises, and (ii) any applicable systems shared by laboratory space, including without limitation exhaust or other ductwork, in or serving the Premises have been de-commissioned to the extent required by, and in accordance with, applicable Laws and in accordance with best industry practice; (b) the interior surfaces of the Premises (including floors, walls, ceilings, and counters), piping, supply lines, waste lines and plumbing, and all such ACTIVE/91437610.6this Lease.

Hazardous Materials. Tenant shall not permit the emission, release, threat of release or other escape of any Hazardous Materials from the Leased Property so as to adversely affect in any manner, even temporarily, any element or part of the Leased Property. Tenant shall not use, generate, store or dispose of Hazardous Materials in, on or about the Leased Property, or dump, flush or in any way introduce Hazardous Materials into the septic system or other waste disposal systems serving the Leased Property (anor shall Tenant permit or suffer any of the foregoing), in any manner not in full compliance with all applicable federal, state and local statutes, laws, codes, ordinances, by-laws, rules and regulations for the use, generation, storage and disposal of Hazardous Materials. Tenant will indemnify, defend and hold Landlord harmless from and against all claims, loss, costs and expenses (including, without limitation, reasonable attorneys' fees and disbursements, diminution in the value of the Leased Property, costs incurred in connection with any investigation of site conditions or any clean-up or remedial work required by any federal, state or local Governmental agency) Landlord acknowledges that it is not incurred as a result of any breach of Tenant's covenants in the intent first paragraph of this Section 5.5 to prohibit 10.5 by Tenant from using or Tenant's contractors, licensees, invitees, agents, servants or employees. Without limiting the Premises for foregoing, if the Permitted Use. Tenant may operate its business according to prudent industry practices so long as the use or presence of any Hazardous Materials is strictly and properly monitored in, on or under the Leased Property caused or permitted by Tenant according to all then applicable Environmental Laws. As a material inducement to Landlord to allow Tenant to use Hazardous Materials results in connection with its business, Tenant agrees to deliver to Landlord prior to the Commencement Date a list identifying each type of Hazardous Materials to be brought upon, kept, used, stored, handled, treated, generated on, or released or disposed of from, the Premises and setting forth any and all governmental approvals or permits required in connection with the presence, use, storage, handling, treatment, generation, release or disposal of such Hazardous Materials on or from the Premises ("Hazardous Materials List"). Upon request of Landlord, Tenant shall deliver to Landlord an updated Hazardous Materials List within thirty (30) days following Landlord’s request. Tenant shall deliver to Landlord true and correct copies contamination of the permits, approvals, reports and correspondence, and storage and management plans relating to Leased Property or the use, storage, handling, treatment, generation, release or disposal of Hazardous Materials by Tenant at the Premises. At any time following Tenant's receipt of a request from LandlordProperty, Tenant shall promptly complete a "hazardous materials questionnaire" using take all actions at its sole expense as are necessary to return the form then-provided by Landlord. At least three (3) months Leased Property to the condition existing prior to the surrender introduction of any such Hazardous Material by Tenant, provided that Landlord's approval of such action shall first be obtained, which approval shall not be unreasonably withheld so long as such actions would not potentially have any material adverse long-term or short-term effect on the PremisesLeased Property. Landlord will indemnify, defend and hold harmless Tenant shall deliver to Landlord a narrative description of the actions proposed from and against all claims, loss, cost and expenses (or required by any governmental authorityincluding, without limitation, reasonable attorneys fees and disbursements) to be taken incurred by Tenant as a result of Hazardous Materials existing in, on or under the Leased Property prior to March 17, 1995. The obligations of Tenant and Landlord in order to surrender the Premises (including any Alterations permitted by Landlord to remain in the Premises, the Improvements and Laboratory Reusable Installations) at this Section shall survive the expiration or earlier termination of the Term, free from this Lease and any residual impact from the Tenant’s use transfer of Hazardous Materials and otherwise released for unrestricted use and occupancy consistent with Tenant’s obligations under Section 5.5(e) below (the "Surrender Plan"). Tenant’s Surrender Plan shall state that, (a) (i) all laboratory space, including floors, walls, ceilings, counters, piping, supply lines, waste lines and plumbing in or serving the Premises and all exhaust or other ductwork in or serving the Premises, and (ii) any applicable systems shared by laboratory space, including without limitation exhaust or other ductwork, in or serving the Premises have been de-commissioned title to the extent required byLeased Property, and whether by sale, foreclosure, deed in accordance with, applicable Laws and in accordance with best industry practice; (b) the interior surfaces lieu of the Premises (including floors, walls, ceilings, and counters), piping, supply lines, waste lines and plumbing, and all such ACTIVE/91437610.6foreclosure or otherwise.

Hazardous Materials. (a) Landlord acknowledges that it is not the intent A. JCI shall be responsible for removing or disposing of this Section 5.5 to prohibit Tenant from using the Premises any JCI Hazardous Materials and for the Permitted Useremediation of any areas to the extent impacted by the release of JCI Hazardous Materials. Tenant may operate For any Non-JCI Hazardous Materials, Customer shall supply JCI with any information in its business according possession relating to prudent industry practices so long as the use or presence of such materials if their presence may affect JCI’s performance of the Work. It is JCI’s policy to seek certification for facilities constructed prior to 1982 that no asbestos containing materials are present, and Customer shall at its own cost and expense provide such certification for buildings it owns or aid JCI in obtaining such certification from facility owners in the case of buildings that Customer does not own, if JCI will undertake Work in the facility that could disturb such asbestos containing materials. If Customer becomes aware of or suspects the presence of Non-JCI Hazardous Materials is strictly and properly monitored by Tenant according that may interfere with Work, it will immediately provide notice to all then applicable Environmental LawsJCI. Upon such notice, or if JCI becomes aware of or suspects the presence of Non-JCI Hazardous Materials that may interfere with Work, JCI shall promptly stop the Work in the affected area. As a material inducement to Landlord to allow Tenant to use between Customer and JCI, Customer shall be responsible at its sole expense for removing and disposing of Non-JCI Hazardous Materials from its facilities and the remediation of any areas impacted by the release of Non-JCI Hazardous Materials in connection conformance with all applicable laws and addressing the impact of its disturbance before JCI continues with its businessWork. B. To the fullest extent permitted by law, Tenant agrees to deliver to Landlord prior to the Commencement Date a list identifying each type of Hazardous Materials to be brought uponCustomer shall indemnify and hold harmless JCI and its directors, keptofficers, usedemployees, storedagents, handledrepresentatives, treatedshareholders, generated onaffiliates, or released or disposed of fromand successors and assigns, the Premises from and setting forth against any and all governmental approvals losses, costs, damages, expenses (including reasonable legal fees and defense costs), claims, causes of action or permits required in connection with the presenceliability, directly or indirectly, relating to or arising from Customer’s negligent use, storage, handlingrelease, treatmentdischarge, generation, release handling or disposal presence of Non-JCI Hazardous Materials (actual or alleged and regardless of the cause of such Hazardous Materials on condition) on, under or from about the Premises ("Hazardous Materials List"). Upon request of Landlordfacilities, Tenant shall deliver or Customer’s failure to Landlord an updated Hazardous Materials List within thirty (30) days following Landlord’s request. Tenant shall deliver comply with this Article 10. C. Definitions Applicable to Landlord true and correct copies of the permits, approvals, reports and correspondence, and storage and management plans relating to the use, storage, handling, treatment, generation, release or disposal of Hazardous Materials by Tenant at the Premises. At any time following Tenant's receipt of a request from Landlord, Tenant shall promptly complete a "hazardous materials questionnaire" using the form then-provided by Landlord. At least three (3) months prior to the surrender of the Premises, Tenant shall deliver to Landlord a narrative description of the actions proposed (or required by any governmental authority) to be taken by Tenant in order to surrender the Premises (including any Alterations permitted by Landlord to remain in the Premises, the Improvements and Laboratory Reusable Installations) at the expiration or earlier termination of the Term, free from any residual impact from the Tenant’s use of Hazardous Materials and otherwise released for unrestricted use and occupancy consistent with Tenant’s obligations under Section 5.5(e) below (the "Surrender Plan"). Tenant’s Surrender Plan shall state that, (a) (i) all laboratory space, including floors, walls, ceilings, counters, piping, supply lines, waste lines and plumbing in or serving the Premises and all exhaust or other ductwork in or serving the Premises, and (ii) any applicable systems shared by laboratory space, including without limitation exhaust or other ductwork, in or serving the Premises have been de-commissioned to the extent required by, and in accordance with, applicable Laws and in accordance with best industry practice; (b) the interior surfaces of the Premises (including floors, walls, ceilings, and counters), piping, supply lines, waste lines and plumbing, and all such ACTIVE/91437610.6this Article 10:

Hazardous Materials. A. Lessee shall not cause or permit any hazardous or toxic wastes, substances or materials (acollectively, “Hazardous Materials”) Landlord acknowledges that it is to be used, generated, stored or disposed of on, under or about, or transported to or from, the Leased Premises (collectively “Hazardous Materials Activities”) without first receiving Lessor’s prior written consent, which may be withheld for any reason whatsoever and which may be revoked at any time, and then only in compliance (which shall be at Lessee’s sole cost and expense) with all applicable legal requirements and using all necessary and appropriate precautions. Lessee shall indemnify, defend with counsel acceptable to Lessor and hold Lessor, its elected and appointed officials, officers, employees and agents harmless from and against any claims, damages, costs and liabilities, including court costs and legal fees, arising out of Lessee’s Hazardous Materials Activities on, under or about the Leased Premises, regardless of whether or not Lessor has approved Lessee’s Hazardous Materials Activities. For the intent purposes of this Section 5.5 to prohibit Tenant from using the Premises for the Permitted Use. Tenant may operate its business according to prudent industry practices so long as the use or presence of Lease, Hazardous Materials is strictly shall include but not be limited to oil, radioactive materials, PCBs, and properly monitored by Tenant according to all then applicable substances defined as “hazardous substances” or “toxic substances” in the Comprehensive Environmental LawsResponse, Compensation and Liability Act of 1980, as amended, 42 U.S.C. Sec. As a material inducement to Landlord to allow Tenant to use 9601 et seq.; Hazardous Materials Transportation Act, 49 U.S.C. Sec. 1801 et seq.; and Resources Conservation and Recovery Act, 42 U.S.C. Sec. 6901 et seq., and those substances defined as “hazardous wastes” in connection with its businessthe regulations adopted and publications promulgated pursuant to said laws. Subject to the foregoing provisions of this Section, Tenant agrees to deliver to Landlord Lessee shall, prior to the Commencement Date Date, submit to Lessor for Lessor’s review and approval, a list identifying each type of Hazardous Materials Activities, including types and quantities, which list to the extent approved by Lessor shall be brought uponattached hereto as Exhibit D. Prior to conducting any other Hazardous Materials Activities, keptLessor shall update such list as necessary for continued accuracy. Lessor shall also provide Lessee with a copy of any Hazardous Materials inventory statement required by any applicable legal requirements. If Lessee’s activities violate or create a risk of violation of any legal requirements shall cease such activities immediately upon notice from Lessor. Lessor, usedLessor’s representatives and employees may enter the Leased Premises at any time during the Term for any purpose, including, but not limited to, the purposes to inspect Lessee’s compliance herewith, and may disclose any violation of legal requirements to any governmental agency with jurisdiction. The provisions of this Section shall survive termination or expiration of the Term of this Lease. ▇. ▇▇▇▇▇▇ acknowledges that Lessee’s equipment cabinets shall contain batteries for back-up power and that, provided Lessee’s use of same is in compliance with this provision, the presence of such batteries does not violate this provision if such batteries comply with all laws, regulations and ordinances relating to Hazardous Materials. C. Lessee shall immediately notify Lessor and provide copies upon receipt of all written complaints, claims, citations, demands, inquiries, reports, or notices relating to the condition of the Leased Premises or compliance with environmental laws. Lessee shall promptly cure and have dismissed with prejudice any of those actions and proceedings to the satisfaction of Lessor. Lessee shall keep the Leased Premises free of any lien imposed pursuant to any environmental laws. ▇. ▇▇▇▇▇▇ shall have the right at all times to conduct environmental audits of the Leased Premises, and Lessee shall cooperate in the conduct of those audits. The audits will be conducted by a consultant of Lessor’s choosing, and if any Hazardous Materials generated, stored, handled, treated, generated on, transported or released by Lessee are detected or disposed if a violation of fromany of the representations or covenants in this Section is discovered, the Premises fees and setting forth any and all governmental approvals or permits required in connection with the presence, use, storage, handling, treatment, generation, release or disposal expenses of such consultant will be borne by Lessee. E. If Lessee fails to comply with any of the foregoing representations and covenants, Lessor may cause the removal (or other cleanup acceptable to Lessor) of any Hazardous Materials on or from the Premises ("Hazardous Materials List"). Upon request of Landlord, Tenant shall deliver to Landlord an updated Hazardous Materials List within thirty (30) days following Landlord’s request. Tenant shall deliver to Landlord true and correct copies of the permits, approvals, reports and correspondence, and storage and management plans relating to the use, storage, handling, treatment, generation, release or disposal of Hazardous Materials by Tenant at the Leased Premises. At any time following Tenant's receipt The costs of a request from Landlord, Tenant shall promptly complete a "hazardous materials questionnaire" using the form then-provided by Landlord. At least three (3) months prior to the surrender of the Premises, Tenant shall deliver to Landlord a narrative description of the actions proposed (or required by any governmental authority) to be taken by Tenant in order to surrender the Premises (including any Alterations permitted by Landlord to remain in the Premises, the Improvements and Laboratory Reusable Installations) at the expiration or earlier termination of the Term, free from any residual impact from the Tenant’s use of removing Hazardous Materials and any other cleanup (including transportation and storage costs) shall be reimbursed by Lessee promptly after Lessor’s demand and will be Additional Rent under this Lease. Lessee will give Lessor access to the Leased Premises to remove or otherwise released for unrestricted use and occupancy consistent with Tenant’s obligations under Section 5.5(e) below (the "Surrender Plan")clean up any Hazardous Materials. Tenant’s Surrender Plan shall state thatLessor, (a) (i) all laboratory spacehowever, including floors, walls, ceilings, counters, piping, supply lines, waste lines and plumbing in has no affirmative obligation to remove or serving the Premises and all exhaust or other ductwork in or serving the Premisesotherwise clean-up any Hazardous Materials, and (ii) this Lease will not be construed as creating any applicable systems shared by laboratory space, including without limitation exhaust or other ductwork, in or serving the Premises have been de-commissioned to the extent required by, and in accordance with, applicable Laws and in accordance with best industry practice; (b) the interior surfaces of the Premises (including floors, walls, ceilings, and counters), piping, supply lines, waste lines and plumbing, and all such ACTIVE/91437610.6obligation.

Hazardous Materials. (a) Landlord acknowledges The Tenant hereby covenants that it is will not bring or allow to be brought to, in or on the intent of this Section 5.5 to prohibit Tenant from using the Leased Premises for the Permitted Use. Tenant may operate its business according to prudent industry practices so long as the use or presence of any Hazardous Materials is strictly (as hereinafter defined), and properly monitored by Tenant according it will not cause or permit to all then applicable Environmental Laws. As a material inducement to Landlord to allow Tenant to use Hazardous Materials in connection with its business, Tenant agrees to deliver to Landlord prior to the Commencement Date a list identifying each type of be caused any Hazardous Materials to be brought uponplaced, keptheld, located, used, storedprocessed, handled, treated, generated on, or released stored or disposed of fromon, under or at the Leased Premises, and that its business and assets will at all times during the Term of this Lease operate and be maintained in compliance with applicable laws, regulations and standards, criteria, policies and guidelines (in each case, to the extent required by law) intended to protect and/or conserve the environment and/or protect human and/or animal health and well-being (individually and collectively being the “Laws”), including, without limitation, Laws respecting the control, handling, management, labeling, reporting, notification, processing, storage, discharge, emission, spill, leakage or disposal of any Hazardous Materials; and that it will not do or omit to be done anything that will cause any regulatory or enforcement actions or activities in respect thereof to be instituted or conducted at the Leased Premises by or under any statutory or regulatory authority. (b) The Tenant covenants that it will permit the Landlord, or those duly authorized by the Landlord, to carry out intrusive work, including drilling, and to conduct tests, inspections, sampling, monitoring and appraisals of the Leased Premises, including, without limitation, the right to conduct soil, air, chemical, materials, and/or water tests, and to take and remove samples, materials, structures and things from the Leased Premises, and any part of the Leased Premises, and any records, business and assets insofar as they relate to the Leased Premises to determine and ensure compliance with any Laws and this paragraph of this Lease (an “Environmental Audit”) , upon reasonable notice to the Tenant of not less than three (3) business days, and further provided that the Landlord shall take all reasonable care to minimize any disruption of the Tenant’s operations or use of the Leased Premises. (c) In the event that the Environmental Audit reveals that the Tenant is storing, handling, transporting, manufacturing, processing or otherwise dealing with any Hazardous Materials in the Leased Premises in a manner contrary to any applicable laws or regulations, the Landlord shall give the Tenant ten (10) days within which to amend its manner of storing, handling, transporting, manufacturing, processing or otherwise dealing with such Hazardous Materials to comply with acceptable environmental protection practices. The Tenant shall further forthwith carry out such procedures as are, in the sole and reasonable opinion of the Landlord, necessary to correct any damage which may have been caused to the Leased Premises by the Tenant and any adjoining lands, and to forestall any damage to the Leased Premises and setting forth adjoining lands which in the reasonable opinion of the Landlord may be created by the unsatisfactory storing, handling, transporting, manufacturing, processing or otherwise dealing with any Hazardous Materials by the Tenant. (d) In the event that the Tenant shall be in default of the provisions hereof and fail to amend its practices or take such corrective measures as are required pursuant to sub-paragraph (c) immediately preceding within the aforesaid ten (10) day period, or such shorter period of time if the Landlord, acting reasonably, believes that an emergency exists, the Landlord shall have the right to enter upon the Leased Premises and carry out such procedures as are, in the sole and reasonable opinion of the Landlordlegally necessary to correct any damage which may have been caused to the Leased Premises by the Tenant, or to forestall any damage to the Leased Premises which in the reasonable opinion of the Landlord may be created by the unsatisfactory storing, handling, transporting, manufacturing, processing or otherwise dealing with such Hazardous Materials, and the Tenant shall pay to the Landlord on demand, as Additional Rent, all costs and expenses of carrying out such procedures. (e) The Tenant will fully comply with the orders of all governmental authorities concerning pollution control and environmental clean-ups of the Leased Premises for which it is responsible, and if the Landlord is required by the governmental authorities to do anything in relation to an environmental problem caused by the Tenant, the Tenant will, upon receipt of notice from the Landlord, carry out the order at the Tenant’s expense. If the Tenant fails or refuses to promptly and fully carry out an order, or if, in the Landlord’s reasonable opinion, the Tenant is not competent to carry out the order, the Landlord may, upon notice to the Tenant, carry out the whole or any part of the order, and the Tenant will pay all costs incurred by the Landlord in so doing, together with an administration fee of fifteen percent (15%) of such costs. (f) In the event that the Tenant ascertains that Hazardous Materials from off-site will likely migrate or have already migrated into, onto or through the Leased Premises, the Tenant shall forthwith notify that Landlord thereof; failing such notification the Tenant shall indemnify the Landlord for any costs or liability incurred by the Landlord as a result of such Hazardous Materials. (g) The Tenant hereby indemnifies the Landlord and agrees to hold it harmless from and against any and all governmental approvals losses, liabilities, requirements, directions, orders damages, costs, expenses and claims of any and every kind whatsoever which at any time or permits required in connection from time to time may be asserted against or issued to the Landlord, or paid, incurred or suffered by the Landlord, with respect to, arising from or as a result of the presence, userelease, storagedischarge, emission, spill, handling, treatment, generation, release or disposal of such Hazardous Materials on or from the Premises ("Hazardous Materials List"). Upon request of Landlord, Tenant shall deliver to Landlord an updated Hazardous Materials List within thirty (30) days following Landlord’s request. Tenant shall deliver to Landlord true and correct copies of the permits, approvals, reports and correspondence, and storage and management plans relating to the use, storage, handling, treatment, generation, release containment or disposal of Hazardous Materials by Tenant at at, in, on, through and/or from the Premises. At Leased Premises or into, in, through or on any time following Tenant's receipt of a request from Landlordland, Tenant shall promptly complete a "hazardous materials questionnaire" using air, water or wet land, where the form then-provided by Landlord. At least three (3) months prior to source or the surrender presence of the PremisesHazardous Materials is from, Tenant shall deliver to Landlord a narrative description of the actions proposed (relates to, or required by any governmental authority) to be taken by Tenant in order to surrender the Premises (including any Alterations permitted by Landlord to remain in the Premises, the Improvements and Laboratory Reusable Installations) at the expiration or earlier termination of the Term, free from any residual impact arises from the Tenant’s use of Hazardous Materials and/or its employee’s, guest’s, contractor’s, occupant’s, invitee’s, hauler’s, transporter’s, and those for whom the Tenant is at law or otherwise released for unrestricted use and occupancy consistent with Tenant’s obligations under Section 5.5(e) below responsible or liable, use, occupation or operations at or related to the Leased Premises (the "Surrender Plan"). Tenant’s Surrender Plan shall state thatincluding, (a) without limitation: (i) all laboratory spacethe costs of responding to, including floorsdefending, wallsappealing, ceilingsreviewing, counterscounter-claiming and/or claiming over against or in respect of any action, pipingapplication, supply linesorder, waste lines and plumbing in direction or serving the Premises and all exhaust matter caused by or other ductwork in arising from such use, occupation or serving the Premises, operations and (ii) any applicable systems shared cost, liability or damages arising out of a settlement or compromise of any action or proceeding entered into or suffered by laboratory spacethe Landlord with or without the consent of the Tenant, including without limitation exhaust caused by or other ductworkarising from such use, in occupation or serving operations); (h) The Landlord hereby indemnifies the Premises have been de-commissioned Tenant and agrees to hold it harmless from and against any and all losses, liabilities, requirements, directions, orders damages, costs, expenses and claims of any and every kind whatsoever which at any time or from time to time may be asserted against or issued to the extent required byTenant, or paid, incurred or suffered by the Tenant, with respect to, arising from or as a result of the presence, release, discharge, emission, spill, handling, containment or disposal of Hazardous Materials at, in, on, through and/or from the Leased Premises or into, in, through or on any land, air, water or wet land, where the source or the presence of the Hazardous Materials is from, relates to, or arises from any condition of the Leased Premises existing as of the Commencement Date, or any condition of the Leased Premises caused by the Landlord’s and/or its employee’s, guest’s, contractor’s, occupant’s, invitee’s, hauler’s, transporter’s, prior tenants and those for whom the Landlord is at law or otherwise responsible or liable, use, occupation or operations at or related to the Leased Premises (including, without limitation: (i) the costs of responding to, defending, appealing, reviewing, counter-claiming and/or claiming over against or in respect of any action, application, order, direction or matter caused by or arising from such use, occupation or operations and (ii) any cost, liability or damages arising out of a settlement or compromise of any action or proceeding entered into or suffered by the Tenant with or without the consent of the Landlord, caused by or arising from such use, occupation or operations); (i) The provisions of this paragraph, and the undertakings and indemnifications set out in accordance withthis paragraph, applicable Laws shall survive the termination of this Lease by reason of effluxion of time or otherwise. (j) For purposes of this paragraph, “Hazardous Materials” means any contaminant, pollutant, chemical, substance, material product and/or thing that when placed, released, emitted or discharged to, on, into, through or from the natural environment, structure or building may then cause or result in, or at some immediate or future time cause or result in, impairment, adverse effect, risk, harm or degradation to the natural environment, or risk harm to human health and/or flora and in accordance with best industry practicefauna; (b) and without restricting the interior surfaces generality of the foregoing, Hazardous Materials includes any degraded, reduced or resulting chemical, or anything defined in any applicable statute or regulation as a hazardous waste or hazardous material, or any subset thereof. (k) The Landlord hereby represents that to the best of its knowledge: (i) any Hazardous Materials at the Leased Premises are being used, stored and processed in compliance with applicable Laws, or consistent with accepted industry practice and usage; (including floorsii) parties operating at the Leased Premises are now materially complying with applicable Laws; (iii) there are not now, wallsnor have there been during the Landlord’s period of ownership of the Leased Premises any significant releases of Hazardous Materials at the Leased Premises; and, (iv) there are no pending or extant environmental enforcement or administrative actions, ceilingscharges, and counters)orders, pipingprosecutions, supply lines, waste lines and plumbing, and all such ACTIVE/91437610.6claims or notices of violation against or issued to the Landlord and/or its current tenant in respect of or related to the Leased Premises.

Hazardous Materials. (a) Landlord acknowledges that it is not the intent of this Section 5.5 to prohibit Tenant from using the Premises Except for the Permitted Use. Tenant may operate its business according to prudent industry practices so long as the use or presence of Hazardous Materials is strictly and properly monitored by Tenant according to all then applicable Environmental Laws. As a material inducement to Landlord to allow Tenant to use generated in the normal course of business regarding the Primary Intended Use (which Hazardous Materials shall be handled and disposed of in connection compliance with its business, Tenant agrees to deliver to Landlord prior to the Commencement Date a list identifying each type of all Hazardous Materials to Laws), no Hazardous Materials shall be brought upon, keptinstalled, used, storedgenerated, manufactured, treated, handled, treatedrefined, generated onproduced, processed, stored or disposed of, or released otherwise present in, on or disposed under the Leased Property. No activity shall be undertaken on the Leased Property which would cause (i) the Leased Property to become a treatment, storage or disposal facility of fromhazardous waste, infectious waste, biomedical or medical waste, within the Premises meaning of, or otherwise bring the Leased Property within the ambit of RCRA or any Hazardous Material Laws, (ii) a release or threatened release of Hazardous Material from the Leased Property within the meaning of, or otherwise bring the Leased Property within the ambit of, CERCLA or SARA or any Hazardous Material Laws or (iii) the discharge of Haza▇▇▇▇s Material into any watercourse, surface or subsurface of body of water or wetland, or the discharge into the atmosphere of any Hazardous Material which would require a permit under any Hazardous Material Laws. No activity shall be undertaken with respect to the Leased Property which would cause a violation or support a claim under RCRA, CERCLA, SARA or any Hazardous Material Laws. No investigation, administrat▇▇▇ order, litigation or settlement with respect to any Hazardous Material is, to the best of the Lessee's knowledge, threatened or in existence with respect to the Leased Property. No notice has been served on Lessee from any entity, governmental body or individual claiming any violation of any Hazardous Material Laws, or requiring compliance with any Hazardous Material Laws, or demanding payment or contribution for environmental damage or injury to natural resources. Lessee has not obtained and setting forth Lessee has no knowledge of any reason Lessee will be required to obtain any permits, licenses, or similar authorizations to occupy, operate or use the Improvements or any part of the Leased Property by reason of any Hazardous Material Laws. Lessee hereby agrees to indemnify and defend, at its sole cost and expense, and hold Lessor, its successors and assigns, harmless from and against and to reimburse Lessor with respect to any and all governmental approvals claims, demands, actions, causes of action, losses, damages, liabilities, costs and expenses (including, without limitation, reasonable attorney's fees and court costs) of any and every kind or permits required character, known or unknown, fixed or contingent, asserted against or incurred by Lessor at any time and from time to time by reason or arising out of any breach or violation of the above. Lessee shall, at its sole cost, expense, risk and liability, remove or cause to be removed from the Leased Property all Hazardous Materials generated in connection with the presencePrimary Intended Use and as found in hospital and healthcare facilities, useincluding, storagewithout limitation, handlingall infectious waste materials, treatmentsyringes, generationneedles and any materials contaminated with bodily fluids of any type, release character or disposal of such Hazardous Materials on or from the Premises ("Hazardous Materials List"). Upon request of Landlord, Tenant shall deliver to Landlord an updated Hazardous Materials List within thirty (30) days following Landlord’s request. Tenant shall deliver to Landlord true and correct copies of the permits, approvals, reports and correspondence, and storage and management plans relating to the use, storage, handling, treatment, generation, release or disposal of Hazardous Materials by Tenant at the Premises. At any time following Tenant's receipt of a request from Landlord, Tenant shall promptly complete a "hazardous materials questionnaire" using the form then-provided by Landlord. At least three (3) months prior to the surrender of the Premises, Tenant shall deliver to Landlord a narrative description of the actions proposed (or required by any governmental authority) to be taken by Tenant in order to surrender the Premises (including any Alterations permitted by Landlord to remain in the Premises, the Improvements and Laboratory Reusable Installations) at the expiration or earlier termination of the Term, free from any residual impact from the Tenant’s use of Hazardous Materials and otherwise released for unrestricted use and occupancy consistent with Tenant’s obligations under Section 5.5(e) below (the "Surrender Plan"). Tenant’s Surrender Plan shall state that, (a) (i) all laboratory space, including floors, walls, ceilings, counters, piping, supply lines, waste lines and plumbing in or serving the Premises and all exhaust or other ductwork in or serving the Premises, and (ii) any applicable systems shared by laboratory space, including without limitation exhaust or other ductwork, in or serving the Premises have been de-commissioned to the extent required by, and in accordance with, applicable Laws and whatsoever nature in accordance with best industry practice; (b) all Hazardous Materials Laws. Lessee shall not dispose of any such infectious waste and Hazardous Materials in any receptacles used for the interior surfaces disposal of the Premises (including floors, walls, ceilings, and counters), piping, supply lines, waste lines and plumbing, and all such ACTIVE/91437610.6normal refuse.

Hazardous Materials. (a) Landlord acknowledges that it is not the intent of this Section 5.5 to prohibit and Tenant from using the Premises for the Permitted Use. Tenant may operate its business according to prudent industry practices so long agree as the use or presence of Hazardous Materials is strictly and properly monitored by Tenant according to all then applicable Environmental Laws. As a material inducement to Landlord to allow Tenant to use Hazardous Materials in connection follows with its business, Tenant agrees to deliver to Landlord prior respect to the Commencement Date a list identifying each type existence or use of "Hazardous Materials Material" (as defined below) on the Premises: 4.5.1 Tenant shall (i) not cause or permit any Hazardous Material to be brought upon, keptkept or used in or about the Premises by Tenant, its agents, employees, contractors or invitees, without the prior written consent of Landlord which Landlord shall not unreasonably withhold as long as Tenant demonstrates to Landlord's reasonable satisfaction that such Hazardous Material is necessary for Tenant's business and will be used, stored, handled, treated, generated onkept and stored in a manner that complies with all Laws pertaining to any such Hazardous Material. If Tenant breaches the obligations stated in the preceding sentence, or released or disposed if the presence of from, Hazardous Material on the Premises caused or permitted by Tenant results in contamination of the Premises, or if contamination of the Premises by Hazardous Material otherwise occurs for which Tenant is legally liable to Landlord for damage resulting therefrom, then Tenant shall indemnify, defend and setting forth hold Landlord harmless from any and all governmental approvals claims, judgments, damages, penalties, fines, costs, liabilities or permits required losses (including, without limitation, diminution in value of the Premises, damages for the loss or restriction on use of rentable or usable space or of any amenity of the Premises, damages arising from any adverse impact on marketing of space in the building in which the Premises is located, and sums paid in settlement of claims, attorneys's fees, consultant fees and expert fees) which arise during or after the Lease Term as a result of such contamination. This indemnification of Landlord by Tenant includes, without limitation, costs incurred in connection with any investigation of site conditions or any cleanup, remedial, removal or restoration work required by any federal, state or local government agency or political subdivision because of Hazardous Material present in the presence, use, storage, handling, treatment, generation, release soil or disposal of such Hazardous Materials ground water on or from under the Property. Without limiting the foregoing, if the presence of any Hazards Material on the Premises ("Hazardous Materials List"). Upon request of Landlord, Tenant shall deliver to Landlord an updated Hazardous Materials List within thirty (30) days following Landlord’s request. Tenant shall deliver to Landlord true and correct copies of the permits, approvals, reports and correspondence, and storage and management plans relating to the use, storage, handling, treatment, generation, release caused or disposal of Hazardous Materials permitted by Tenant at the Premises. At results in any time following Tenant's receipt of a request from Landlord, Tenant shall promptly complete a "hazardous materials questionnaire" using the form then-provided by Landlord. At least three (3) months prior to the surrender contamination of the Premises, Tenant shall deliver promptly take all actions at its sole expense as are necessary to Landlord a narrative description of the actions proposed (or required by any governmental authority) to be taken by Tenant in order to surrender return the Premises (including to the condition existing prior to the introduction of any Alterations permitted by Landlord such Hazardous Material to remain in the Premises, the Improvements and Laboratory Reusable Installations) at the expiration or earlier termination of the Term, free from any residual impact from the Tenant’s use of Hazardous Materials and otherwise released for unrestricted use and occupancy consistent with Tenant’s obligations under Section 5.5(e) below (the "Surrender Plan"). Tenant’s Surrender Plan shall state that, (a) ; provided that (i) all laboratory spaceLandlord's approval of such actions shall first be obtained, including floors, walls, ceilings, counters, piping, supply lines, waste lines and plumbing in which approval shall not be unreasonably withheld so long as such actions would not potentially have any material adverse long-term or serving short-term effect on the Premises and all exhaust or other ductwork in or serving the Premises, and (ii) any applicable systems shared by laboratory space, including without limitation exhaust or such actions are calculated to cause the least amount of inconvenience to other ductwork, Tenants. 4.5.2 Notwithstanding anything in or serving the Premises have been de-commissioned this Lease to the extent required bycontrary, and in accordance withit shall not be unreasonable for Landlord to withhold its consent to any proposed assignment, applicable Laws and in accordance with best industry practice; sublease of transfer if (bi) the interior surfaces proposed transferee's anticipated use of the Premises involves the generation, storage, use, treatment or disposal of Hazardous Material; (including floorsii) the proposed transferee has been required by any prior landlord, walls, ceilings, and counters), piping, supply lines, waste lines and plumbing, and all lender or governmental authority to take remedial action in connection with Hazardous Material contaminating a property if the contamination resulted from such ACTIVE/91437610.6transferee's actions or use of the property in question; or