Common use of Possession and Commencement Date Clause in Contracts

Possession and Commencement Date. 4.1. Landlord shall provide access to the Premises to Tenant on the Execution Date, provided that Tenant acknowledges that the work required of Landlord to complete the core and shell of the Building in accordance with the plans and specifications (the “Base Building Plans”) for the base building listed in Exhibit B-1 attached hereto (the “Landlord’s Work”) shall not be completed as of the Execution Date or the Actual Access Date (defined below). As of the Execution Date, Landlord has Substantially Completed (defined below) the portion of Landlord’s Work described in Section 1 of Exhibit B-4, and Landlord shall use commercially reasonable efforts to cause the portion of Landlord’s Work described in Section 2 of Exhibit B-4 (the “Interim Work”) to be Substantially Complete by May 1, 2014. Landlord’s Work is more particularly described in Exhibit B-6, provided that in the event of a conflict between Exhibit B-6 and the Base Building Plans, the Base Building Plans shall govern and control. The date on which Landlord Substantially Completes the Interim Work is the “Actual Access Date.” In the event that the Actual Access Date has not occurred by May 1, 2014, then (a) this Lease shall not be void or voidable and (b) Landlord shall not be liable to Tenant for any loss or damage resulting therefrom, except that the Rent Commencement Date shall be delayed by one (1) day for each day after the Estimated Term Commencement Date that Tenant is unable to commence operating its business in the Premises solely as a result of Landlord’s failure to Substantially Complete the Interim Work on or before May 1, 2014 (provided that such day-for-day abatement of the Rent Commencement Date shall not exceed the number of days between May 1, 2014 and the Actual Access Date). Landlord may make revisions to the Base Building Plans from time to time, and any change to the Approved Plans required as a result of the revisions to the Base Building Plans shall constitute a Change (as defined in Exhibit B-2 hereto (the “Work Letter”)).

Possession and Commencement Date. 4.1. 4.1 Landlord shall provide access to deliver two fully executed copies of the Premises Lease and tender to Tenant on possession of the Execution Date, provided that Demised Premises no later than the fourth business day following the later of (i) the date of receipt by Landlord from Tenant acknowledges that of four (4) copies of this Lease executed by Tenant and (ii) the work required of Landlord to complete date the core and shell existing tenant of the Building in accordance with the plans and specifications vacates or surrenders same (the “Base Building Plans”) for the base building listed in Exhibit B-1 attached hereto (the “Landlord’s Work”) shall not be completed as of the Execution Date or the Actual Access Date (defined below"DELIVERY DATE"). As of the Execution Date, Landlord has Substantially Completed (defined below) the portion of Landlord’s Work described in Section 1 of Exhibit B-4, and Landlord shall use commercially reasonable efforts to cause the portion of Landlord’s Work described in Section 2 of Exhibit B-4 (the “Interim Work”) to be Substantially Complete by May 1, 2014. Landlord’s Work is more particularly described in Exhibit B-6, provided that in the event of a conflict between Exhibit B-6 and the Base Building Plans, the Base Building Plans shall govern and control. The date on which Landlord Substantially Completes the Interim Work is the “Actual Access Date.” In the event that the Actual Access Date has Demised Premises have not occurred been delivered to Tenant by May August 4, 2000, then Tenant shall have the right to terminate this Lease by written notice received by Landlord within ten (10) business days thereafter. 4.2 Notwithstanding anything to the contrary set forth elsewhere in this Lease, Tenant shall not have any obligation to pay to Landlord Basic Annual Rent in respect of the Demised Premises until the earlier of (the "RENT COMMENCEMENT DATE") (i) Tenant's occupancy and commencement of regular business operations within the Demised Premises or (ii) January 1, 20142001 (such date, then (a) this Lease shall not be void or voidable and (b) however, being extended by one day for each day following August 4, 2000 that Landlord shall not be liable has failed to make the Demised Premises available to Tenant for any loss or damage resulting therefromTenant's work under the Work Letter and such date to be further extended by one day for each day of Landlord delay pursuant to Section 4.4 hereof). 4.3 From and after the date hereof Tenant shall be permitted to enter upon the Demised Premises for the purposes of measurement and inspection. The terms of this Section 4.3 shall no longer be applicable following delivery of possession pursuant to Section 4.1 hereof. 4.4 Notwithstanding anything to the contrary set forth elsewhere in this Lease, except that the Rent Commencement Date shall be delayed extended by one (1) day for each day after the Estimated Term Commencement Date that substantial completion of Tenant's Work and/or Tenant is unable to commence operating its business in the Premises solely as a result of Landlord’s failure to Substantially Complete the Interim Performed Landlord Work on or before May 1, 2014 (provided that such day-for-day abatement of the Rent Commencement Date shall not exceed the number of days between May 1, 2014 and the Actual Access Date). Landlord may make revisions to the Base Building Plans from time to time, and any change to the Approved Plans required as a result of the revisions to the Base Building Plans shall constitute a Change (as defined in Exhibit B-2 hereto (the “Work Letter”)).as

Possession and Commencement Date. 4.1. 4.1 Landlord shall provide access use commercially reasonable efforts to tender possession of the Premises to Tenant on the Execution Estimated Term Commencement Date, provided that Tenant acknowledges that with the work (the “Tenant Improvements”) required of Landlord to complete described in the core and shell of the Building in accordance with the plans and specifications Work Letter attached hereto as Exhibit B (the “Base Building PlansWork Letter”) for and the light laboratory base building listed Building improvements described in Exhibit B-1 attached hereto B-2 (the “Landlord’s Work”) shall not be completed Substantially Complete (as of the Execution Date or the Actual Access Date (defined below). As of the Execution Date, If Landlord has failed to Substantially Completed (defined below) Complete the portion of Tenant Improvements and the Landlord’s Work described in on or prior to the date that is sixty (60) days after the Estimated Term Commencement Date (as the same may be extended pursuant to the last sentence of this Section 1 4.1), then Tenant shall be entitled to one (1) day of Exhibit B-4, abatement of Base Rent for every day after the Estimated Term Commencement Date that Substantial Completion of Tenant Improvements and Landlord shall use commercially reasonable efforts to cause the portion of Landlord’s Work described in Section 2 of Exhibit B-4 has not occurred. Any such Base Rent abatement shall be credited against the Base Rent due from Tenant following the Rent Commencement Date (the “Interim Work”) to be Substantially Complete by May 1, 2014as hereinafter defined). Landlord’s Work is more particularly described in Exhibit B-6, provided Tenant agrees that in the event of a conflict between Exhibit B-6 and such work is not Substantially Complete on or before the Base Building Plans, the Base Building Plans shall govern and control. The date on which Landlord Substantially Completes the Interim Work is the “Actual Access Date.” In the event that the Actual Access Estimated Term Commencement Date has not occurred by May 1, 2014for any reason, then (a) this Lease shall not be void or voidable and voidable, (b) Landlord shall not be liable to Tenant for any loss or damage resulting therefrom, except that (c) the Rent Commencement Term Expiration Date shall be delayed by extended accordingly and (d) Tenant shall not be responsible for the payment of any Base Rent or Tenant’s Adjusted Share of Operating Expenses (as defined below) or Tenant’s Adjusted Share of Laboratory Support Expenses (as defined below) until the actual Term Commencement Date as described in Section 4.2 occurs. Notwithstanding the foregoing, if Landlord has failed to Substantially Complete the Tenant Improvements on or prior to the date that is one hundred twenty (1120) day for each day days after the Estimated Term Commencement Date (as the same may be extended pursuant to the last sentence of this Section 4.1), then this Lease may be terminated by Tenant by written notice to Landlord given no later than thirty (30) days following such date, and if so terminated by Tenant: (a) the Security Deposit shall be returned to Tenant in accordance with Article 11 hereof, and (b) neither Landlord nor Tenant shall have any further rights, duties or obligations under this Lease, except with respect to the terms and provisions of this Lease that expressly survive the expiration or earlier termination of this Lease; provided, however, that any such termination notice shall be null and void and no longer of any force and effect if Landlord Substantially Completes the Tenant is unable to commence operating its business Improvements and Landlord’s Work within forty-five (45) days after receipt of such termination notice. The term “Substantially Complete” or “Substantial Completion” means that (a) the Tenant Improvements are substantially complete in accordance with the Approved Plans (as defined in the Premises solely Work Letter) as a result of reasonably determined by Landlord’s failure architect, except for minor punch list items, (b) the Landlord’s Work is substantially complete, as reasonably determined by Landlord’s architect, except for minor punch list items, and (c) Landlord has received a certificate of occupancy (which may include a temporary certificate of occupancy) from the City of Cambridge for the Premises. Notwithstanding anything in this Lease (including the Work Letter) to Substantially Complete the Interim Work contrary, Landlord’s obligation to timely achieve Substantial Completion on or before May 1, 2014 (provided that such the Estimated Term Commencement Date shall be subject to extension on a day-for-day abatement of the Rent Commencement Date shall not exceed the number of days between May 1, 2014 and the Actual Access Date). Landlord may make revisions to the Base Building Plans from time to time, and any change to the Approved Plans required basis as a result of the revisions to the Base Building Plans shall constitute a Change Force Majeure (as defined in Exhibit B-2 hereto (the “Work Letter”below)), and Landlord shall incur no liability under this Section 4.1 for any delay caused by or any action or inaction of Tenant or its contractors, agents or employees.

Possession and Commencement Date. 4.1. Landlord shall provide access use diligent, commercially reasonable, efforts to tender possession of the Premises to Tenant on the Execution Term Commencement Date, provided that Tenant acknowledges that with the work required of Landlord to complete in the core and shell of the Building in accordance with the plans and specifications Fifth Floor Premises (the “Base Building PlansFifth Floor Tenant Improvements”) for the base building listed in Exhibit B-1 attached hereto (the “Landlord’s Work”) shall not to be completed performed by Landlord as of the Execution Date or the Actual Access Date (defined below). As of the Execution Date, Landlord has Substantially Completed (defined below) the portion of Landlord’s Work described in Section 1 of Exhibit B-4, and Landlord shall use commercially reasonable efforts to cause the portion of Landlord’s Work described in Section 2 of the Work Letter attached hereto as Exhibit B-4 B (the “Interim WorkWork Letter”) to be Substantially Complete by May 1, 2014(as defined in the Work Letter). Landlord’s Work is more particularly described in Exhibit B-6, provided Tenant agrees that in the event of such work is not Substantially Complete on or before the Term Commencement Date for any reason other than a conflict between Exhibit B-6 default by Landlord beyond applicable notice and the Base Building Plans, the Base Building Plans shall govern and control. The date on which Landlord Substantially Completes the Interim Work is the “Actual Access Date.” In the event that the Actual Access Date has not occurred by May 1, 2014cure periods under this Lease, then (a) this Lease shall not be void or voidable and voidable, (b) Landlord shall not be liable to Tenant for any loss or damage resulting therefrom, except that (c) neither the Rent Term Commencement Date nor the Term Expiration Date shall be delayed by one extended, and (1d) day Tenant shall be responsible for the payment of Base Rent, subject to the monthly Base Rent abatement during the Abatement Period set forth in Section 8, and payment of Additional Rent (as defined below), in each day after case notwithstanding such delay, in accordance with the Estimated Term Commencement Date that terms hereof. Tenant’s Authorized Representative shall be allowed to attend construction meetings and to monitor the progress of Landlord’s work prior to delivery of the Premises and Landlord shall reasonably update and cooperate with Tenant is unable (at no material cost to commence operating its business Landlord) so Tenant can plan for any likely delivery delay. Landlord shall cause the Fifth Floor Tenant Improvements to be constructed in the Premises solely as pursuant to the Work Letter at a result total maximum cost to Tenant of Landlord’s failure to Substantially Complete Two Million Four Hundred Thousand and 00/100 Dollars ($2,400,000.00) (such amount, the Interim Work on or before May 1“Fifth Floor Tenant Contribution”), 2014 (provided that such dayTenant shall also be liable and responsible for any increased cost over and above the aggregate budgeted cost to construct the Fifth Floor Tenant Improvements of Five Million Nine Hundred Three Thousand Eight Hundred Sixty-for-day abatement of Two and 00/100 Dollars ($5,903,862.00) (the Rent Commencement Date shall “Fifth Floor Budgeted TI Cost”) (which Fifth Floor Budgeted TI Cost includes, and is not exceed in addition to, the number of days between May 1Fifth Floor Tenant Contribution), 2014 and the Actual Access Date). Landlord may make revisions to the Base Building Plans extent that any such increased cost arises from time to time, and any change to the Approved Plans required as either (i) a result of the revisions to the Base Building Plans shall constitute a Fifth Floor TI Change (as defined in Exhibit B-2 hereto the Work Letter) requested by Tenant and approved by Landlord in accordance with Section 2.2 of the Work Letter, or (ii) an act or omission of Tenant or any of Tenant’s construction manager, contractors, subcontractors or agents that constitutes negligence or willful misconduct or a breach of the Lease (such increased cost, a “Fifth Floor Tenant Increase Amount”). Tenant shall pay, by wire transfer of immediately available funds to Landlord, the Fifth Floor Tenant Contribution within five (5) business days after the Execution Date (the “Tenant Contribution Deadline”); provided, however, if Tenant requests that Landlord disburse all or a portion of the Additional TI Allowance (as defined below) to be applied to the cost of construction of the Fifth Floor Tenant Improvements, by delivering to Landlord a letter in the form attached as Exhibit C hereto executed by an authorized officer of Tenant pursuant to Section 4.3, which request must be made by Tenant, if at all, no later than two (2) business days after the Execution Date, then such Additional TI Allowance requested by Tenant for the Fifth Floor Improvements will be credited against and deducted from the Fifth Floor Tenant Contribution, in which case Tenant shall wire to Landlord in immediately available funds, no later than five (5) business days after the Executive Date, the amount calculated by subtracting the amount of the Additional TI Allowance requested by Tenant for the Fifth Floor Tenant Improvements from the Fifth Floor Tenant Contribution. Tenant may elect to deliver the signed Exhibit C letter to Landlord along with Tenant’s signed counterparts of this Lease, and if Tenant so elects, Tenant shall not be required to also deliver said letter pursuant to the Lease notice provisions. Tenant shall pay any Fifth Floor Tenant Increase Amount no later than thirty (30) days after receipt of an invoice from Landlord therefor, with any reasonable supporting documentation. If Tenant fails to request all or a portion of the Additional TI Allowance to be applied to the cost of construction of the Fifth Floor Tenant Improvements by the date that is two (2) business days after the Execution Date in accordance with this paragraph, then Tenant shall have no further right to request any disbursement of the Additional TI Allowance for the Fifth Floor Tenant Improvements, except that if Landlord delivers to Tenant an invoice for a Fifth Floor Tenant Increase Amount, and if there is any Additional TI Allowance that remains available and undisbursed at such time, then Tenant may request that all or a portion of such available and undisbursed Additional TI Allowance be applied to pay the Fifth Floor Tenant Increase Amount, which request must be made, if at all, by delivering to Landlord a letter in the form attached as Exhibit C hereto executed by an authorized officer of Tenant pursuant to Section 4.3 no later than thirty (30) days after Landlord’s delivery of the invoice for such Fifth Floor Tenant Increase Amount. For clarification purposes, Tenant will not be obligated to submit a separate Fund Request (as defined in the Work Letter) for any of the Additional TI Allowance that Tenant requests to be applied to the cost of the Fifth Floor Tenant Improvements in accordance with this paragraph. The Fifth Floor Tenant Contribution and any Fifth Floor Tenant Increase Amount shall be deemed Rent for all purposes under this Lease, and if Tenant fails to timely deposit the Fifth Floor Tenant Contribution with Landlord by the Tenant Contribution Deadline or fails to timely pay any Fifth Floor Tenant Increase Amount (or fails to timely request that any remaining and available Additional TI Allowance be applied to such Fifth Floor Tenant Increase Amount) within thirty (30) days after delivery of an invoice therefor, as required by this paragraph, then it shall constitute a default in the payment of Rent pursuant to Section 31.4(b) below (in each case, a “Fifth Floor Tenant Contribution Rent Default”), and in addition to (and not in limitation of) all of the rights and remedies set forth in this Lease for nonpayment of Rent, which will be available to Landlord for a Fifth Floor Tenant Contribution Rent Default under Article 31 of this Lease, at law or in equity (including, but not limited to, the right to assess interest at the Default Rate and the right to assess a late charge), Landlord may elect, in its sole and absolute discretion, to immediately stop all work on the Fifth Floor Tenant Improvements and shall have no obligation to construct the Fifth Floor Tenant Improvements unless and until Tenant cures such Fifth Floor Tenant Contribution Rent Default. For clarification purposes, any increase over and above the Fifth Floor Budgeted TI Cost arising from any Fifth Floor Tenant Contribution Rent Default shall be a Fifth Floor Tenant Increase Amount, for which Tenant shall be solely liable and responsible pursuant to this paragraph. Tenant’s total obligation for the cost of the Fifth Floor Tenant Improvements shall equal the Fifth Floor Tenant Contribution plus any Fifth Floor Tenant Increase Amounts. Time shall be of the essence with respect to each and every time period and deadline set forth in this paragraph, and in no event shall any of such time periods or deadlines be extended for any reason whatsoever, including any event of Force Majeure. No sums are owed to Landlord for Landlord’s oversight or review of the Fifth Floor Tenant Improvements. 4.2. Tenant shall cause the work required of Tenant (the “Second Floor Tenant Improvements”, and together with the Fifth Floor Tenant Improvements, collectively, the “Tenant Improvements”) described in the Work Letter to be constructed in the Second Floor Premises pursuant to the Work Letter at Tenant’s sole cost and expense; provided Landlord shall provide a tenant improvement allowance to Tenant in connection with the Second Floor Tenant Improvements not to exceed (a) One Million One Hundred Seventy-Four Thousand Nine Hundred Sixty-Two and 32/100 Dollars ($1,174,962.32) (based upon $84.07 per square foot of Rentable Area (as defined below) of the Second Floor Premises) (the “Second Floor TI Allowance”). The Second Floor TI Allowance shall be provided to Tenant in connection with the Second Floor Tenant Improvements in the manner set forth in Section 7.1 of the Work Letter. No sums are owed to Landlord for Landlord’s oversight or review of the Second Floor Tenant Improvements other than the project review fee referenced in Section 4.3 below. 4.3. Tenant, may request from Landlord, and, if properly requested by Tenant pursuant to Section 4.1, Landlord shall make available to Tenant, an additional tenant improvement allowance not to exceed an aggregate amount of One Million Three Hundred Fifty-Three Thousand Two Hundred and Eighty and 00/100 Dollars ($1,353,280.00) (based upon $40.00 per square foot of Rentable Area of the Premises) (the “Additional TI Allowance”) to be applied to the cost of construction of the Fifth Floor Tenant Improvements pursuant to the terms and conditions of Section 4.1. Landlord shall not be obligated to expend any portion of the Additional TI Allowance until Landlord shall have received from Tenant a letter in the form attached as Exhibit C hereto executed by an authorized officer of Tenant as set forth in Section 4.1. The Second Floor TI Allowance and the Additional TI Allowance may be applied to the costs of (m) construction, (n) project review by Landlord (which fee shall equal Eighty-Five Thousand Dollars ($85,000.00)), (o) commissioning of mechanical, electrical and plumbing systems by a licensed, qualified commissioning agent hired by Tenant, and review of such party’s commissioning report by a licensed, qualified commissioning agent hired by Landlord, (p) space planning, architect, engineering and other related services performed by third parties unaffiliated with Tenant, (q) building permits and other taxes, fees, charges and levies by Governmental Authorities (as defined below) for permits or for inspections of the Tenant Improvements, and (r) costs and expenses for labor, material, equipment and fixtures. In no event shall the Second Floor TI Allowance or the Additional TI Allowance be used for (i) the cost of work that is not authorized by the Second Floor Approved TI Plans or the Fifth Floor Approved TI Plans (each term as defined in the Work Letter) or otherwise approved in writing by Landlord, (ii) payments to Tenant or any affiliates of Tenant, (iii) the purchase of any furniture, personal property or other non-building system equipment, (iv) costs arising from any default by Tenant of its obligations under this Lease or (v) costs that are recoverable by Tenant from a third party (e.g., insurers, warrantors, or tortfeasors). 4.4. The Second Floor TI Allowance and the Additional TI Allowance, if requested by Tenant, are referred to collectively herein as the “TI Allowance”. Landlord, separate from the TI Allowance, shall provide Tenant with a space planning allowance of up to Five Thousand Seventy-Four and 80/100 Dollars ($5,074.80) (based upon $0.15 per square foot of Rentable Area of the Premises) for Tenant’s architect to prepare test fit plans (the “Space Fit Allowance”), which Landlord shall pay directly to Saba Architects. Tenant acknowledges and agrees that all other design work shall be funded by Tenant at its sole cost and expense, or, as applicable, from the TI Allowance.

Possession and Commencement Date. 4.1. Landlord shall provide access to the Premises to Tenant on the Execution Date, provided that Tenant acknowledges that the work required of Landlord to complete the core and shell of the Building in accordance with the plans and specifications (the “Base Building Plans”) for the base building listed in Exhibit B-1 attached hereto (the “Landlord’s Work”) shall not be completed as of the Execution Date or the Actual Access Date (defined below). As of the Execution Date, Landlord has Substantially Completed (defined below) the portion of Landlord’s Work described in Section 1 of Exhibit B-4, and Landlord shall use commercially reasonable efforts to cause tender possession of the portion of Landlord’s Work described in Section 2 of Exhibit B-4 Premises to Tenant on the Estimated Term Commencement Date, with the work (the “Interim WorkTenant Improvements”) to be Substantially Complete by May 1required of Landlord described in the Work Letter attached hereto as Exhibit B (the “Work Letter”), 2014. Landlord’s Work is more particularly and the base Building improvements described in Exhibit B-6B-2 to the Work Letter (the “Base Building Improvements”), provided Substantially Complete (as defined below). Tenant agrees that in the event of a conflict between Exhibit B-6 and such work is not Substantially Complete on or before the Base Building Plans, the Base Building Plans shall govern and control. The date on which Landlord Substantially Completes the Interim Work is the “Actual Access Date.” In the event that the Actual Access Estimated Term Commencement Date has not occurred by May 1, 2014for any reason, then (a) this Lease shall not be void or voidable and voidable, (b) Landlord shall not be liable to Tenant for any loss or damage resulting therefrom, except that (c) the Term Commencement Date, the Rent Commencement Date and the Term Expiration Date shall be delayed extended accordingly, (d) Tenant shall not be responsible for the payment of any Base Rent until the actual Rent Commencement Date as described in Section 4.2 occurs, and (e) Tenant shall not be responsible for the payment of the Property Management Fee or Tenant’s Adjusted Share of Operating Expenses (as defined below) until the actual Term Commencement Date as described in Section 4.2 occurs. If Landlord fails to deliver the Premises to Tenant with the Tenant Improvements Substantially Complete on or before the day that is forty-five (45) days after the Estimated Term Commencement Date (as the same shall be extended to the extent of any delay caused by Force Majeure or Tenant Delay), then the Base Rent shall be abated one (1) day for each day after the Estimated Term Commencement Date that Tenant is unable Landlord fails to commence operating its business in deliver the Premises solely to Tenant with the Tenant Improvements Substantially Complete. For purposes of the construction of the Tenant Improvements, Landlord agrees that Landlord may not claim as a result Force Majeure the failure of Landlord’s failure contractor to Substantially Complete the Interim Tenant Improvements by the Estimated Term Commencement Date solely on the basis that it is Landlord’s contractor, and not Landlord, directly performing the Tenant Improvements. The term “Substantially Complete” or “Substantial Completion” means, (x) with respect to the Tenant Improvements, that the Tenant Improvements are substantially complete in accordance with the Approved Plans (as defined in the Work Letter), except for minor punch list items, (y) with respect to the Base Building Improvements, that the Base Building Improvements are substantially complete as reasonably determined by Landlord’s architect, except for minor punch list items, and (z) Landlord has received a temporary or permanent certificate of occupancy (or its substantial equivalent) for the Premises; provided, that if Landlord receives a temporary certificate of occupancy (or its substantial equivalent), prior to the expiration of the same Landlord shall obtain a permanent certificate of occupancy (or its substantial equivalent). Notwithstanding anything in this Lease (including the Work Letter) to the contrary, Landlord’s obligation to timely achieve Substantial Completion shall be subject to extension on or before May 1, 2014 (provided that such a day-for-day abatement of the Rent Commencement Date shall not exceed the number of days between May 1, 2014 and the Actual Access Date). Landlord may make revisions to the Base Building Plans from time to time, and any change to the Approved Plans required basis as a result of the revisions to the Base Building Plans shall constitute a Change Force Majeure (as defined below) or a Tenant Delay {A0622646.2 } 4 (as defined below). Landlord shall use reasonable efforts to complete all punch list items in Exhibit B-2 hereto (a timely manner and with minimal interference with Tenant’s use of the “Work Letter”))Premises, provided, that Tenant shall not interfere with Landlord’s completion of the punch list work and, notwithstanding anything in this Lease to the contrary, shall provide access to Landlord to the Premises as and when requested by Landlord in order to perform said punch list work.

Possession and Commencement Date. 4.1. Landlord shall provide access has delivered to Tenant, broom clean and free of occupants, and Tenant has accepted possession of, the Premises as of the date hereof. Landlord represents and warrants to Tenant on that, as of the Execution Datedate hereof, provided that Tenant acknowledges that the work required of Landlord to complete the core heating, ventilation and shell air-conditioning (“HVAC”), electrical, life safety and plumbing systems of the Building are in accordance with good working condition and, to the plans best of Landlord’s knowledge, not in violation of Applicable Laws applicable to office and specifications laboratory use, generally. Tenant shall undertake its Tenant Improvements and occupy the Premises for the conduct of its business in two phases. The “Phase 1 Premises” shall consist of not less than twenty thousand (20,000) square feet of Rentable Area on the sixth (6th) floor of the Building identified by Tenant to Landlord no later than June 1, 2012 (the “Base Building PlansPhase 1 Premises Deadline”) for ). If Tenant fails to provide Landlord with such notice by the base building listed in Phase 1 Premises Deadline, then the Phase 1 Premises shall be as shown on Exhibit B-1 B-2 attached hereto (hereto. Promptly following the “Landlord’s Work”) Phase 1 Premises Deadline, the parties shall not be completed as enter into a written instrument confirming the square footage of Rentable Area of the Execution Date or the Actual Access Date (defined below)Phase 1 Premises. As The “Phase 2 Premises” shall consist of the Execution Date, Landlord has Substantially Completed (defined below) balance of the portion of Landlord’s Work described in Section 1 of Exhibit B-4, and Landlord shall use commercially reasonable efforts to cause the portion of Landlord’s Work described in Section 2 of Exhibit B-4 (the “Interim Work”) to be Substantially Complete by May 1, 2014. Landlord’s Work is more particularly described in Exhibit B-6, provided that in the event of a conflict between Exhibit B-6 and the Base Building Plans, the Base Building Plans shall govern and controlPremises. The date on which Landlord Substantially Completes the Interim Work is the “Actual Access Date.” In the event that the Actual Access Date has not occurred by May 1, 2014, then (a) this Lease shall not be void or voidable and (b) Landlord shall not be liable to Tenant for any loss or damage resulting therefrom, except that the Rent Commencement Date shall be delayed by one (1) day determined separately for each day after Phase and Base Rent shall be prorated based on the Estimated Term Commencement Date that Tenant is unable to commence operating its business in the Premises solely as a result ratio of Landlord’s failure to Substantially Complete the Interim Work on or before May 1, 2014 (provided that such day-for-day abatement square footage of the Phase 1 Premises to the entire Premises until such time as the “Rent Commencement Date” occurs with respect to the entire Premises (i.e., until such time as the Phase 2 Premises Rent Commencement Date occurs). The “Phase 1 Premises Rent Commencement Date” shall not exceed be the number earlier of days between May (a) the Date earlier to occur of (i) Substantial Completion of the work described on Exhibit B with respect to the Phase 1 Premises (the “Phase 1 Premises Tenant Improvements”), and (ii) January 1, 2014 2013 and (b) the Actual Access Date). Landlord may make revisions to the Base Building Plans from time to time, and date on which Tenant has occupied any change to the Approved Plans required as a result portion of the revisions Phase 1 Premises for the conduct of its business, as opposed to occupying any portion of the Base Building Plans shall constitute a Change Phase 1 Premises for the installation of the Tenant Improvements (as defined in below). The “Phase 2 Premises Rent Commencement Date” shall be the earlier of (y) the Date that is the earlier to occur of (i) Substantial Completion of the work described on Exhibit B-2 hereto B with respect to the Phase 2 Premises (the “Work Letter”)).Phase 2 Premises Tenant Improvements” and, together with the Phase 1 Premises Tenant Improvements, the

Possession and Commencement Date. 4.1. 4.1 Landlord shall provide access endeavor to tender possession of the Demised Premises to Tenant on or before one hundred eighty (180) days from the Execution Date, provided that Tenant acknowledges that the work required of Landlord to complete the core and shell of the Building in accordance with the plans and specifications date this Lease is executed by both parties (the “Base Building Plans”) for the base building listed in Exhibit B-1 attached hereto (the “Landlord’s Work”) shall not be completed as of the Execution Date or the Actual Access Date (defined below). As of the Execution Date, Landlord has Substantially Completed (defined below) the portion of Landlord’s Work described in Section 1 of Exhibit B-4, and Landlord shall use commercially reasonable efforts to cause the portion of Landlord’s Work described in Section 2 of Exhibit B-4 (the “Interim Work”) to be Substantially Complete by May 1, 2014. Landlord’s Work is more particularly described in Exhibit B-6, provided that in the event of a conflict between Exhibit B-6 and the Base Building Plans, the Base Building Plans shall govern and control. The date on which Landlord Substantially Completes the Interim Work is the “Actual Access Date.” In the event that the Actual Access Date has not occurred by May 1, 2014, then (a) this Lease shall not be void or voidable and (b) Landlord shall not be liable to Tenant for any loss or damage resulting therefrom, except that the Rent Commencement Date shall be delayed by one (1) day for each day after the Estimated "Target Term Commencement Date that Tenant is unable to commence operating its business in the Premises solely as a result of Date"), with Landlord’s failure to Substantially Complete the Interim 's Work on or before May 1, 2014 (provided that such day-for-day abatement of the Rent Commencement Date shall not exceed the number of days between May 1, 2014 and the Actual Access Date). Landlord may make revisions to the Base Building Plans from time to time, and any change to the Approved Plans required as a result of the revisions to the Base Building Plans shall constitute a Change (as defined in Exhibit B-2 "B" attached hereto (the “"Work Letter”")), and Tenant's Improvement Work (as defined in the Work Letter) Substantially Completed (as such in the Work Letter). Tenant agrees that, in the event Landlord fails to tender possession of the Demised Premises with Landlord's Work and Tenant's Improvement Work Substantially Completed on or before the 4.2 The "Term Commencement Date" shall be the earlier of (i) the date Landlord tenders possession of the Demised Premises to Tenant with Landlord's Work and Tenant's Improvement Work Substantially Completed; (ii) the date Tenant opens for business in the Demised Premises or an part thereof; (iii) the date of issuance of a certificate of occupancy (either permanent or temporary) for the Demised Premises by the [City of San Diego Building Department or such other municipal agency having jurisdiction over the Demised Premises]; (iv) the date Landlord would have tendered possession of the Demised Premises to Tenant with Landlord's Work and Tenant's Improvement Work Substantially Completed, but for any Tenant-Caused Delays; or (v) such earlier date as is provided in the Work Letter. In no such event however, shall the Term Commencement Date occur later than two hundred twenty five (225) days from the date this Lease is executed by both parties (as extended for Landlord-Caused Delays and Force-Majeure Delays). Landlord and Tenant shall each execute and deliver to the other written acknowledgment of the Term Commencement Date and the Term Expiration Date when such is established and shall attach the acknowledgment to this Lease as part of Exhibit "E"; however, failure to execute and deliver such acknowledgment shall not affect Landlord's or Tenant's rights or liabilities hereunder. 4.3 Landlord shall allow Tenant to enter upon the Demised Premises prior to the Term Commencement Date for the purpose of performing Tenant's Work (as defined in the Work Letter) provided such entry does not unreasonably interfere with the performance by Landlord of Landlord's Work or Tenant's Improvement Work. Such entry shall not advance the Term Commencement Date but shall be subject to all the terms and conditions of this Lease other than the payment of Basic Annual Rent or Operating Expense. 4.4 Access to and possession of areas necessary for utilities, services, safety and operation of the Building and the Project is reserved to Landlord.

Possession and Commencement Date. 4.1. 4.1 Landlord shall provide access use its reasonable efforts to deliver possession of the Demised Premises to Tenant on April 1, 1999 (the Execution "Target Term Commencement Date") with the Leasehold Improvements and the Landlord's Work (each as defined in the work letter ("Work Letter") attached hereto as Exhibit "B") substantially completed. Tenant agrees that it shall submit to Landlord for review and approval Tenant's space plans ("Space Plans") for the Demised Premises not later than the date set forth in Section 2.1.14 above. Landlord's Work shall be deemed substantially completed, as that term is used in this Article 4 and elsewhere in this Lease, if Landlord has substantially completed all of Landlord's Work identified on Tenant's plans and specifications (subject only to a punch list of items that do not materially interfere with Tenant's use of the Demised Premises), and has received the temporary occupancy certificate from the City of San Diego, if required, and a substantial completion certificate from the architect for the occupancy of the Demised Premises. Notwithstanding the foregoing, if the date of the actual Term Commencement Date is delayed beyond the Target Term Commencement Date due solely to the failure of Tenant or Tenant's architect to timely review and approve the Construction Drawings (as defined in the Work Letter) and/or review, approve and/or deliver any item in the Work Letter, including, but not limited to, Tenant's submittal to Landlord of the Space Plans by the date provided in Section 2.1.14 above, then the actual Term Commencement Date for the Demised Premises will remain the Target Term Commencement Date (as such date shall be extended due to delays caused solely by Landlord or Landlord's agents). 4.2 The actual Term Commencement Date shall be the date on which Landlord tenders possession of the Demised Premises to Tenant with Landlord's Work and the Leasehold Improvements substantially completed. Notwithstanding anything to the contrary contained herein, in the event that Landlord's Work and the Leasehold Improvements are substantially completed prior to the Target Term Commencement Date, provided that Tenant acknowledges that the work required of Landlord to complete the core and shell shall tender possession of the Building Demised Premises to Tenant (and, accordingly, the actual Term Commencement Date shall occur) on the earlier to occur of (i) thirtieth (30th) day after the date on which Landlord delivers written notice to Tenant informing Tenant of the substantial completion of Landlord's Work and the Leasehold Improvements in accordance with the plans terms hereof, and specifications (ii) the “Base Building Plans”Target Term Commencement Date. Upon the delivery of the Demised Premises to Tenant as provided herein, Landlord and Tenant shall execute and deliver a supplement to this Lease confirming: (a) the delivery of the Demised Premises; (b) the actual Term Commencement Date; (c) the Term Expiration Date; (d) the Rentable Area of the Building; (e) the Rentable Area of the Demised Premises; and (f) the Usable Area of the Demised Premises. Such supplement shall be attached to this Lease as Exhibit "C." However, failure to execute and deliver such supplement shall not affect Landlord's or Tenant's liability hereunder. If Landlord fails to tender possession of the Demised Premises to Tenant on or before the Target Term Commencement Date for the base building listed in Exhibit B-1 attached hereto any reason whatsoever, (the “Landlord’s Work”i) Landlord shall have no liability to Tenant for such failure but Tenant shall not be completed responsible for the payment of any Rent (as of the Execution Date or the Actual Access Date (defined below). As of the Execution Date, Landlord has Substantially Completed (defined below) until the portion of Landlord’s Work described in Section 1 of Exhibit B-4, actual Term Commencement Date occurs and Landlord shall use commercially reasonable efforts (ii) for each day following the Target Term Commencement Date (as the same may be extended due to cause the portion of Landlord’s Work described in Section 2 of Exhibit B-4 Force-Majeure Delays or Tenant-Caused Delays (the “Interim Work”) to be Substantially Complete by May 1, 2014. Landlord’s Work is more particularly described in Exhibit B-6, provided that as such terms are defined in the event Work Letter)) that Landlord actually delivers possession of a conflict between Exhibit B-6 the Demised Premises to Tenant, Tenant, as Tenant's sole and the Base Building Plansexclusive remedy, the Base Building Plans shall govern and control. The date on which Landlord Substantially Completes the Interim Work is the “Actual Access Date.” In the event that the Actual Access Date has not occurred by May 1, 2014, then (a) this Lease shall not be void or voidable and (b) Landlord shall not be liable to Tenant for any loss or damage resulting therefrom, except that the Rent Commencement Date shall be delayed by receive one (1) day for each day after of abatement of Basic Annual Rent. 4.3 Landlord shall allow Tenant to enter upon the Estimated Demised Premises prior to the Term Commencement Date that Tenant is unable to commence operating its business in for the Premises solely as a result purpose of Landlord’s failure to Substantially Complete the Interim Work on installing improvements or before May 1placing personal property therein, 2014 (provided that such day-for-day abatement (a) Tenant furnishes to Landlord evidence satisfactory to Landlord that insurance coverages required of Tenant under the Rent Commencement Date shall not exceed the number provisions of days between May 1, 2014 and the Actual Access Date). Landlord may make revisions to the Base Building Plans from time to timeArticle 21 are in effect, and any change (b) such entry is subject to all the Approved Plans required as a result terms and conditions of this Lease other than the revisions to the Base Building Plans shall constitute a Change payment of Basic Annual Rent or Additional Rent (as defined in Exhibit B-2 hereto below). 4.4 Access to and possession of areas necessary for utilities, services, safety and operation of the Building and the Project are reserved to Landlord. 4.5 Landlord shall cause to be constructed the Leasehold Improvements at a cost to Landlord not to exceed One Million Five Hundred Thousand Dollars ($1,500,000.00) (the “"Leasehold Improvement Allowance") pursuant to the Work Letter”))Letter attached hereto as Exhibit "B". Any costs incurred in performing the Leasehold Improvements described in the Work Letter in excess of the Leasehold Improvement Allowance shall be borne solely by Tenant.

Possession and Commencement Date. 4.1. Landlord The "Term Commencement Date" shall provide access be the date upon which a deed conveying title to the Demised Premises to Landlord is recorded in the Official Records of the San Diego County Recorder; provided, however, that either Tenant or Landlord may terminate this Lease if the Term Commencement Date does not occur on or before July 1, 1998. Neither Landlord nor Tenant shall have any liability to the other if Landlord is unable to deliver possession of the Demised Premises to Tenant on the Execution Term Commencement Date, provided that Tenant acknowledges that or if the work required of Landlord to complete Term Commencement Date does not occur for any reason, including without limitation the core and shell failure, for any reason, of the Building in accordance with the plans and specifications (the “Base Building Plans”) for the base building listed in Exhibit B-1 attached hereto (the “Landlord’s Work”) shall not be completed as closing of the Execution Date or transaction contemplated by the Actual Access Date "Purchase Agreement" (defined below). As Landlord has entered into that certain Purchase and Sale Agreement and Joint Escrow Instructions (the "Purchase Agreement") with Solo▇▇▇ ▇▇▇▇, ▇▇ seller, and Landlord, as buyer, providing for, among other things, the sale by Solo▇▇▇ ▇▇▇▇ ▇▇ Landlord of the Execution DateDemised Premises. Landlord anticipates acquiring title to the Demised Premises pursuant to the terms of the Purchase Agreement. 4.2. Tenant may, at the option of Tenant, cause to be constructed one or more projects of tenant improvements to the Building (each such project being referred to as a "TI Project" and all TI Projects being collectively referred to as the "Tenant Improvements"). Each TI Project shall be subject to the terms of Section 16 of this Lease and shall be completed in accordance with the work letter attached hereto as Exhibit "B" (the "Work Letter"). Tenant shall be reimbursed, strictly in accordance with the terms of the Work Letter, for the cost to construct each TI Project in an aggregate amount for all TI Projects not to exceed One Million Five Hundred Thousand Dollars ($1,500,000) (the "Tenant Improvement Allowance"). The Tenant Improvement Allowance shall include the cost of construction (including changes required by law), project management by Tenant, cost of space planning, architect, engineering and other related services, building permits and other planning, testing and inspection fees, the cost of fixtures for the Demised Premises, the cost of permanent voice and data wiring within the Demised Premises, and the cost of signage affixed by Tenant to the Building. 4.3. If Tenant submits to Landlord has Substantially Completed (defined below) a construction budget which shows that the total cost of any TI Project will exceed the portion of Landlord’s Work described the Tenant Improvement Allowance which is then unpaid (such difference being referred to as the "Deficiency"), Tenant shall, in accordance with this Section 1 4.3, pay a pro rata share of Exhibit B-4, and Landlord shall use commercially reasonable efforts to cause the portion of Landlord’s Work described any sums properly requested in Section 2 of Exhibit B-4 (the “Interim Work”) to be Substantially Complete by May 1, 2014. Landlord’s Work is more particularly described in Exhibit B-6, provided that in the event of a conflict between Exhibit B-6 and the Base Building Plans, the Base Building Plans shall govern and control. The date on which Landlord Substantially Completes the Interim Work is the “Actual Access Date.” In the event that the Actual Access Date has not occurred by May 1, 2014, then (a) this Lease shall not be void or voidable and (b) Landlord shall not be liable to Tenant for any loss or damage resulting therefrom, except that the Rent Commencement Date shall be delayed by one (1) day for each day after the Estimated Term Commencement Date that Tenant is unable to commence operating its business in the Premises solely as a result of Landlord’s failure to Substantially Complete the Interim Work on or before May 1, 2014 (provided that such day-for-day abatement of the Rent Commencement Date shall not exceed the number of days between May 1, 2014 and the Actual Access Date). Landlord may make revisions to the Base Building Plans from time to time, and any change to the Approved Plans required as a result of the revisions to the Base Building Plans shall constitute a Change an "Advance Request" (as defined in Exhibit B-2 hereto the Work Letter). If there exists a Deficiency for any TI Project, Landlord's obligation to expend or disburse any portion of the Tenant Improvement Allowance shall be limited, for each Advance Request, to an amount equal to (a) the total amount due under the Advance Request multiplied by (b) a fraction, the numerator of which is the undisbursed balance of the Tenant Improvement Allowance at the commencement of such TI Project and the denominator of which is the budget approved for such TI Project in accordance with the Work Letter. Tenant shall have until December 31, 1999 (the “Work Letter”))"Improvement Expiration Date") to expend the unused portion Tenant Improvement Allowance, after which date Landlord's obligation to fund such costs shall expire.

Possession and Commencement Date. 4.1Landlord shall endeavor to have the Landlord’s Work and, if timely elected by Tenant as hereinabove provided, the Tenant Work substantially completed by April 1, 2004 (“Targeted Date”) provided, however, that the Targeted Date shall, in addition to extension for Tenant Delay and Change Order Delay, also be extended for the additional time equal to the aggregate time lost by Landlord due to strikes or other labor disputes not caused by Landlord, intervening governmental restrictions, delay in obtaining governmental permits and approvals, scarcity of labor or materials, war or other emergency, accidents, floods, fire or other casualties, atypical adverse weather conditions, or any cause which is beyond the reasonable control of Landlord (or in the case of a Tenant delay, Tenant) (“Force Majeure Delay”). The Targeted Date notwithstanding, in no event shall any Tenant Delay or any Change Order Delay in any manner delay or postpone any obligation of Tenant to pay Fixed Rent or Additional Rent as and when such obligation shall have otherwise accrued under the Lease. Landlord Work and Tenant Work shall provide access be deemed substantially complete (and the “Commencement Date,” as such term is used in the Lease shall be deemed to have occurred) on the date on which the Premises to are (or would have been, but for any Tenant on the Execution Date, provided that Tenant acknowledges that the work required of Landlord to complete the core and shell of the Building Delay or Change Order Delay) ready for occupancy in accordance with Tenant Plans, and any remaining minor punch list work can reasonably be expected to be completed by Landlord’s Contractor within such additional period of time thereafter as shall be reasonable under the plans circumstances, provided Landlord’s contractor shall have undertaken such remaining work and specifications (shall be diligently prosecuting the “Base Building Plans”) same to completion, in any case without materially adversely affecting Tenant’s ability to occupy and utilize substantially all the Tenant’s Premises for the base building listed in Exhibit B-1 attached hereto (the “Permitted Use, and provided, further that Landlord has obtained at least a temporary certificate of occupancy permitting Tenant to occupy Tenant’s Premises and Tenant’s architect has issued a certificate of substantial completion. Any remaining work shall be fully described by Tenant’s architect on a punch list to be certified to Landlord, Tenant and Landlord’s Work”) contractor and shall indicate all remaining work, except for such items as could not be completed reasonably identified by the parties (latent items) at such time and, except as hereinafter provided, shall be the sole document controlling such remaining work. Tenant’s acceptance of the Execution Date punch list shall be Tenant’s acknowledgment that the Tenant’s Premises are substantially complete except for such items as could not be reasonably identified by the parties (latent items) at such time. Anything herein or in the Actual Access Date (defined below). As Lease contained to the contrary notwithstanding, if Tenant’s architect withholds either or both the aforesaid certificate of substantial completion and certified punch list, or withholds any other certifications required hereunder or under the Lease, and if in Landlord’s reasonable opinion there is no reasonable basis for such withholding, Landlord may have the certification(s) made by its own architect; in which event, Landlord’s architect’s certification shall be conclusive evidence of the Execution Date, Landlord has Substantially Completed (defined below) the portion date of substantial completion of Landlord’s Work described in Section 1 of Exhibit B-4and Tenant Work, and Landlord shall use commercially reasonable efforts to cause the portion of Landlord’s Work described in Section 2 of Exhibit B-4 (the “Interim Work”) to be Substantially Complete by May 1, 2014. Landlord’s Work is more particularly described in Exhibit B-6, provided that in the event of a conflict between Exhibit B-6 and the Base Building Plans, the Base Building Plans shall govern and control. The date on which Landlord Substantially Completes the Interim Work is the “Actual Access Date.” In the event that the Actual Access Date has not occurred by May 1, 2014, then (a) this Lease shall not be void or voidable and (b) Landlord shall not be liable to Tenant for any loss or damage resulting therefrom, except that the Rent Commencement Date shall be delayed by one (1) day for each day after the Estimated Term Commencement Date that Tenant is unable to commence operating its business in the Premises solely as a result of Landlord’s failure to Substantially Complete the Interim Work on or before May 1, 2014 (provided that such day-for-day abatement contents of the Rent Commencement Date shall not exceed the number of days between May 1punch list, 2014 and the Actual Access Date). Landlord may make revisions to the Base Building Plans from time to time, and any change to the Approved Plans required as a result of the revisions to the Base Building Plans shall constitute a Change (as defined in Exhibit B-2 hereto (the “Work Letter”))if any.

Possession and Commencement Date. 4.1. Landlord shall provide access endeavor to have the Landlord's Work and, if timely elected by Tenant as hereinabove provided, the Tenant Work substantially completed by the Targeted Date (as such term is defined in the Lease); provided, however, that the Targeted Date shall, in addition to extension for Tenant Delay and Change Order Delay, also be extended for the additional time equal to the Premises aggregate time lost by Landlord due to strikes or other labor disputes not caused by Landlord, intervening governmental restrictions, delay in obtaining governmental permits and approvals, scarcity of labor or materials, war or other emergency, accidents, floods, fire or other casualties, atypical adverse weather conditions, or any cause which is beyond the reasonable control of Landlord ("Force Majeure Delay"). The Targeted Date notwithstanding, in no event shall any Tenant Delay or any Change Order Delay in any manner delay or postpone any obligation of Tenant to pay Fixed Rent or Additional Rent as and when such obligation shall have otherwise accrued under the Lease. If Tenant shall timely elect to have Landlord's Contractor construct Tenant Work as hereinabove provided, then Landlord Work and Tenant Work shall be deemed substantially complete (and the "Substantial Completion Date," as such term is used in the Lease shall be deemed to have occurred) on the Execution Datedate on which the Premises are (or would have been, provided that but for any Tenant acknowledges that the work required of Landlord to complete the core and shell of the Building Delay or Change Order Delay) ready for occupancy in accordance with the plans and specifications (the “Base Building Tenant Plans”) for the base building listed in Exhibit B-1 attached hereto (the “Landlord’s Work”) shall not be completed as of the Execution Date or the Actual Access Date (defined below). As of the Execution Date, Landlord has Substantially Completed (defined below) the portion of Landlord’s Work described in Section 1 of Exhibit B-4, and Landlord shall use commercially reasonable efforts to cause the portion of Landlord’s Work described in Section 2 of Exhibit B-4 (the “Interim Work”) to be Substantially Complete by May 1, 2014. Landlord’s Work is more particularly described in Exhibit B-6, provided that in the event of a conflict between Exhibit B-6 and the Base Building Plans, the Base Building Plans shall govern and control. The date on which Landlord Substantially Completes the Interim Work is the “Actual Access Date.” In the event that the Actual Access Date has not occurred by May 1, 2014, then (a) this Lease shall not be void or voidable and (b) Landlord shall not be liable to Tenant for any loss or damage resulting therefrom, except that the Rent Commencement Date shall be delayed by one (1) day for each day after the Estimated Term Commencement Date that Tenant is unable to commence operating its business in the Premises solely as a result of Landlord’s failure to Substantially Complete the Interim Work on or before May 1, 2014 (provided that such day-for-day abatement of the Rent Commencement Date shall not exceed the number of days between May 1, 2014 and the Actual Access Date). Landlord may make revisions to the Base Building Plans from time to time, and any change remaining work can reasonably be expected to be completed by Landlord's Contractor within such additional period of time thereafter as shall be reasonable under the circumstances, provided Landlord's contractor shall have undertaken such remaining work and shall be diligently prosecuting the same to completion, in any case without materially adversely affecting Tenant's ability to occupy and utilize substantially all the Tenant's Premises for the Permitted Use, and provided, further that Landlord has obtained at least a temporary certificate of occupancy permitting Tenant to occupy Tenant's Premises and Tenant's architect has issued a certificate of substantial completion. Any remaining work shall be fully described by Tenant's architect on a punch list to be certified to Landlord, Tenant and Landlord's contractor and shall indicate all remaining work and, except as hereinafter provided, shall be the sole document controlling such remaining work. Tenant's acceptance of the punch list shall be Tenant's acknowledgment that the Tenant's Premises are substantially complete. Anything herein or in the Lease contained to the Approved Plans contrary notwithstanding, if Tenant's architect withholds either or both the aforesaid certificate of substantial completion and certified punch list, or withholds any other certifications required as a result hereunder or under the Lease, and if in Landlord's reasonable opinion there is no reasonable basis for such withholding, Landlord may have the certification(s) made by its own architect; in which event, Landlord's architect's certification shall be conclusive evidence of the revisions to date of substantial completion of Landlord's Work and Tenant Work, and the Base Building Plans shall constitute a Change (as defined in Exhibit B-2 hereto (contents of the “Work Letter”))punch list, if any.

Possession and Commencement Date. 4.14.1 Landlord and Tenant acknowledge that it is very important to both parties to complete the Landlord’s Work as soon as reasonably feasible and both parties agree to use diligent and good faith efforts to cause the Landlord’s Work to be completed as soon as reasonably feasible. Landlord shall provide access use diligent efforts to tender possession of the Demised Premises to Tenant on the Execution Estimated Term Commencement Date as set forth in Section 2.l.6(a) above (“Estimated Term Commencement Date”), provided that Tenant acknowledges that with the work Work required of Landlord to complete the core and shell of the Building in accordance with the plans and specifications (the “Base Building PlansLandlord’s Work”) for the base building listed as such is more Particularly described in Exhibit B-1 “B” attached hereto (the “Landlord’s WorkWork Letter”) shall not be completed as substantially completed. The design and construction of the Execution Date or the Actual Access Date (defined below). As of the Execution Date, Landlord has Substantially Completed (defined below) the portion of Landlord’s Work described in Section 1 of Exhibit B-4, and Landlord shall use commercially reasonable efforts to cause the portion of Landlord’s Work described in Section 2 of Exhibit B-4 (the “Interim Work”) to be Substantially Complete by May 1, 2014. Landlord’s Work is more particularly partially bifurcated, as described in Exhibit B-6Section 6.3 of the Work Letter; and special provisions and agreements are set forth in Section 6.3 of the Work Letter which are intended to control and prevail over any conflicting or inconsistent provisions of this Lease, provided that including this Section 4. Accordingly, all provisions of Section 4 of this Lease are subject to and controlled by any conflicting or inconsistent provisions in Section 6.3 of the Work Letter. Tenant agrees that, in the event Landlord fails to tender possession of a conflict between Exhibit B-6 and the Base Building PlansDemised Premises with Landlord’s Work substantially complete on or before the Estimated Term Commencement Date, the Base Building Plans shall govern and control. The date on which Landlord Substantially Completes the Interim Work is the “Actual Access Date.” In the event that the Actual Access Date has not occurred by May 1, 2014, then (a) this Lease shall not be void or voidable and (b) Landlord shall not be liable to Tenant for any loss or damage resulting therefrom. In such event, except that however, Tenant shall not be liable for any Basic Annual Rent or Additional Rent until the Rent Term Commencement Date (as defined in Section 4.2 below). In the event Landlord reasonably determines that it will be unable to tender possession of the Demised Premises on or before the Estimated Term Commencement Date, promptly after making such determination Landlord shall be delayed by give written notice to Tenant of the date Landlord estimates being able to tender possession of the Demised Premises to Tenant. If said estimated date for substantial Completion of Landlord’s Work is later than one hundred eighty (1180) day for each day days after the Estimated Term Commencement Date that Tenant is unable to commence operating its business in the Premises solely as a result of Landlord’s failure to Substantially Complete the Interim Work on or before May 1, 2014 (provided that such day-for-day abatement of the Rent Commencement Date shall not exceed plus the number of days between May 1of Tenant—caused Delays and Force Majeure Delays (as Tenant—caused Delays and Force Majeure Delays are defined in Section 6.1 of the Work Letter), 2014 then Tenant may, at Tenant’s option, exercisable by written notice delivered to Landlord by Tenant Within ten (10) days after the date of Landlord’s notice to Tenant specifying the estimated new substantial completion date, terminate this Lease; and Landlord- and Tenant shall not by reason thereof, be subject to any further liability under this Lease. 4.2 The Term Commencement Date shall be the Actual Access Date). earlier of (i) the date Landlord may make revisions tenders possession of the Demised Premises to Tenant With Landlord’s Work substantially complete; (ii) the date Tenant actually accepts possession of the entire Demised Premises (including the Pilot Plant) and commences to conduct business therefrom (subject to the Base Building Plans from time to time, special provisions for partial possession as specified in Section 4.5 below); or (iii) the date that Landlord’s Work Would have been substantially completed but for Tenant-caused Delays. The terms “substantially complete(d)” and any change to “substantial completion” shall mean the Approved Plans required as a result of date the revisions to the Base Building Plans shall constitute a Change Project Architect (as defined in Exhibit B-2 hereto (Section 1.1 of the “Work Letter) has certified that Landlord’s Work is substantiality complete and that tenant can physically occupy the space, subject to the punch-list items as described in Section 7.2 of the Work Letter, and the Demised Premises are in clean and operating condition, subject to minor punch-list items that may still need to be Corrected and subject to items which constitute Tenant’s Work. The Project Architect Shall determine said “substantial completion” based upon the generally accepted professional standards of the American Institute of Architects, and not as an advocate, consultant, or agent for either Tenant or Landlord. With respect to the Pilot Plant Production Facility, it shall be deemed “substantially complete” when it is substantially ready for pacification testing (subject to normal and reasonable punch-list items), prior to validation testing. See Section 6.3.3 of the Work Letter for determining the actual Term Commencement Date. 4.2.1 Commencing approximately six months prior to the estimated Completion date, and continuing at least monthly thereafter, Landlord shall give to Tenant written estimates and revised estimates of the expected completion date. Notwithstanding anything to the contrary in this Lease, Landlord shall provide Tenant with no less than ten (10) days’ prior notice in writing that the Demised Premises are, or shortly shall be, available for occupancy. 4.2.2 Landlord and Tenant shall each execute and deliver to the other written acknowledgement of the actual Term Commencement Date and the Term Expiration Date when such is established and shall attach it to this Lease as Exhibit “F”; however, failure to execute and deliver such acknowledgement shall not affect Tenant’s liability hereunder. 4.2.3 if at any time it is reasonably estimated that Landlord will be unable to substantially complete the Demised Premises within one hundred eighty (180) days after the Estimated Fern Commencement Date plus the number of days of Tenant—caused Delays and Force Majeure Delays, either Landlord or Tenant may, at its option, exercisable by written notice delivered to the other, terminate this Lease; provided however, said election to terminate shall not be made more than twenty (20) days after Landlord gives written notice to Tenant that the estimated completion date will be beyond the foregoing specified permissible time schedule (which written notice Landlord shall deliver promptly after determining that the Demised Premises will probably not be substantially complete within said time frame)); but this option to terminate will again become applicable on the same basis if the estimated completion date is again delayed further beyond the previously specified revised estimated completion date. Provided, however, if the laboratory and office portions of the Demised Premises are occupied by Tenant, then a delay in the completion of the pilot plant shall not entitle Landlord or Tenant to terminate this Lease pursuant to this Section. In the event of a termination of this Lease pursuant to this Section 4.2.3., then Landlord and Tenant shall not, by reason thereof, be subject to any further liability under this Lease; but such a termination shall not relieve either Landlord or Tenant for any liabilities they may have for prior breaches of their obligations under this Lease. 4.3 Landlord shall allow Tenant to enter upon the Demised Premises prior to the Term Commencement Date for the purpose of performing Tenant’s Work, provided such entry shall be coordinated in advance with Landlord and Landlord’s Contractor so as to not interfere with the performance by Landlord or Landlord’s Contractor of Landlord’s Work. Such entry shall be subject to all the terms and conditions of this Lease, and the Work Letter Agreement, other than the payment of Basic Annual Rent or Additional Rent. 4.4 Prior to Tenant’s initial entry onto the Demised Premises for the purpose of (i) installing improvements that are a part of Tenant’s Work, (ii) placing Tenant’s personal property within the Demised Premises, or (iii) taking any other action which is a part of Tenant’s Work, or (iv) early possession for partial occupancy pursuant to Section 4.5, Tenant and Landlord shall furnish each other evidence satisfactory to the other that insurance coverages required under the provisions of Article 19 herein are in effect. 4.5 In the event that the office and laboratory facilities portion of the Demised Premises is substantially complete prior to the Term Commencement Date, said Tenant shall take early possession of said portion, pursuant to the terms of Section 6.3 of the Work Letter, Such early possession shall not constitute Term Commencement for any purpose, notwithstanding the fact that Tenant flay commence to conduct business from the Demised Premises as of the date of such early possession. Any such early possession shall be implemented in accordance with reasonable advance written notice from Tenant to Landlord and reasonable cooperation between Tenant and Landlord. Upon any such early possession, Tenant shall comply with all applicable provisions of this Lease relative to the portion of the Demised Premises which Tenant occupies, excepting only that Tenant shall pay only $2.00 (rather than $2.75) per square foot of Rentable Area per month for said space, plus all Operating Expenses related to said space, until the Penn Commencement Date.

Possession and Commencement Date. 4.1. Landlord shall provide access to the Premises to Tenant on the Execution Date, provided that Tenant acknowledges that the work required of Landlord to complete the core and shell of the Building in accordance with the plans and specifications (the “Base Building Plans”) for the base building listed in Exhibit B-1 attached hereto (the “Landlord’s Work”) shall not be completed as of the Execution Date or the Actual Access Date (defined below). As of the Execution Date, Landlord has Substantially Completed (defined below) the portion of Landlord’s Work described in Section 1 of Exhibit B-4, and Landlord shall use commercially reasonable efforts to cause tender possession of the portion of Landlord’s Work described in Section 2 of Exhibit B-4 Premises to Tenant on the Estimated Term Commencement Date, with the work (the “Interim WorkTenant Improvements”) to be required of Landlord described on Exhibit B Substantially Complete by May 1, 2014(as defined below). Landlord’s Work is more particularly described in Exhibit B-6, provided Tenant agrees that in the event of a conflict between Exhibit B-6 and such work is not Substantially Complete on or before the Base Building Plans, the Base Building Plans shall govern and control. The date on which Landlord Substantially Completes the Interim Work is the “Actual Access Date.” In the event that the Actual Access Estimated Term Commencement Date has not occurred by May 1, 2014for any reason, then (a) this Lease shall not be void or voidable and voidable, (b) Landlord shall not be liable to Tenant for any loss or damage resulting therefrom, except that (c) the Rent Commencement Term Expiration Date shall be delayed by one extended accordingly and (1d) day Tenant shall not be responsible for each day after the Estimated payment of any Base Rent or Tenant’s Share of Operating Expenses (as defined below) until the actual Term Commencement Date as described in Section 4.2 occurs. The term “Substantially Complete” or “Substantial Completion” means that the Tenant is unable Improvements are substantially complete in accordance with Exhibit B, except for minor punch list items. Notwithstanding anything in this Lease to commence operating its business in the Premises solely as a result of contrary, Landlord’s failure obligation to Substantially Complete the Interim Work timely achieve Substantial Completion shall be subject to extension on or before May 1, 2014 (provided that such a day-for-day abatement of the Rent Commencement Date shall not exceed the number of days between May 1, 2014 and the Actual Access Date). Landlord may make revisions to the Base Building Plans from time to time, and any change to the Approved Plans required basis as a result of the revisions to the Base Building Plans shall constitute a Change Force Majeure (as defined in Exhibit B-2 hereto Section 16.2) or any delay caused by a Tenant Party (as defined in Section 21.1) (such delays are referred to herein as “Excusable Delays”). If (q) Landlord has not allowed Tenant to enter the Premises for the purposes set forth in Section 4.3 by August 1, 2013, as such date may be extended for Excusable Delays (but subject to the requirements of Section 4.3) or (r) Landlord has not tendered possession of the Premises to Tenant with the Tenant Improvements Substantially Complete by the Estimated Term Commencement Date, as such date may be extended for Excusable Delays, then Landlord shall pay Tenant within twenty (20) days after receipt of an invoice therefor (including backup documentation reasonably requested by Landlord, such as copies of the applicable Current Lease holdover provision and the holdover rent check paid thereunder) the amount of any holdover premiums (i.e., payments in excess of base rental amounts) actually paid by Tenant under its current lease (the “Work LetterCurrent Lease”))) at ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ in San Diego, California (“Holdover Premium”) for each day that Substantial Completion is delayed; provided, however, that Landlord shall not be responsible for any Holdover Premium to the extent any delay is caused by an Excusable Delay. Notwithstanding anything to the contrary in this Section, any Holdover Premium owed by Landlord pursuant to this Section shall be calculated on a daily basis and shall not exceed fifty percent (50%) of the base rental amount owed by Tenant under the Current Lease; provided, Tenant represents and warrants that the base rental amount owned by Tenant under the Current Lease is $23,419.80 per month, and that it does not incur any holdover costs under the Current Lease until September 1, 2013.