Common use of Buyer’s Default Clause in Contracts

Buyer’s Default. Provided that Seller has materially complied with its obligations hereunder and the conditions set forth in Section 4B have been satisfied, if Buyer fails to complete the Closing in accordance with the terms of this Agreement, then in addition to (i) any rights or remedies that Seller may have in connection therewith under the Lease, and (ii) any loss of rights that Buyer may incur in connection therewith and under the Lease (collectively, the “Lease Implications”), the Deposit shall be retained by Seller as liquidated and agreed damages for such breach, which shall be Seller’s sole and exclusive right and remedy under this Agreement for such breach, whereupon this Agreement shall become null and void and neither party hereto shall have any further rights, liabilities or obligations hereunder except those obligations which expressly survive termination THE PARTIES ACKNOWLEDGE THAT SELLER’S ACTUAL DAMAGES IN THE EVENT THE SALE IS NOT CONSUMMATED ARE EXTREMELY DIFFICULT OR IMPRACTICABLE TO DETERMINE AT THE EFFECTIVE DATE. THEREFORE, BY SEPARATELY EXECUTING THIS SECTION 7(A) BELOW, THE PARTIES ACKNOWLEDGE THAT THE AMOUNT OF THE DEPOSIT HAS BEEN AGREED UPON, AFTER NEGOTIATION, AS THE PARTIES’ REASONABLE ESTIMATE OF SELLER’S DAMAGES AND NOT A PENALTY, AND SHALL (ASIDE FROM THE LEASE IMPLICATIONS, WHICH SHALL NOT BE LIMITED IN ANY WAY BY THIS SECTION BE SELLER’S SOLE AND EXCLUSIVE REMEDY AGAINST BUYER ARISING FROM A FAILURE OF THE SALE TO CLOSE. IN ADDITION, BUYER SHALL PAY ALL COSTS AND EXPENSES ALLOCABLE TO BUYER PURSUANT TO SECTION 6(A), AS WELL AS ALL TITLE AND ESCROW CANCELLATION CHARGES. NOTWITHSTANDING THE FOREGOING, IN NO EVENT SHALL THIS SECTION 7(A) LIMIT THE DAMAGES RECOVERABLE BY EITHER PARTY AGAINST THE OTHER PARTY DUE TO THE OTHER PARTY’S OBLIGATION TO INDEMNIFY SUCH PARTY IN ACCORDANCE WITH SECTION 14 OF THIS AGREEMENT. BY SEPARATELY EXECUTING THIS SECTION 7(A). BELOW, BUYER AND SELLER ACKNOWLEDGE THAT THEY HAVE READ AND UNDERSTOOD THE ABOVE PROVISION COVERING LIQUIDATED DAMAGES, AND THAT EACH PARTY WAS REPRESENTED BY COUNSEL WHO EXPLAINED THE CONSEQUENCES OF THIS LIQUIDATED DAMAGES PROVISION AT THE TIME THIS AGREEMENT WAS EXECUTED. BMR-GAZELLE COURT LLC ISIS PHARMACEUTICALS, INC. By: By: Name: Name: Title: Title:

Buyer’s Default. Provided (a) Buyer shall be in default should Buyer fail to comply with any of the terms hereof. Any failure of performance by Buyer, caused by the act, omission or failure of performance of Seller, which would excuse Buyer’s performance under the Contract, will not constitute a default of this Agreement. (b) Upon Buyer’s default, Seller may give Buyer written notice of the default. If the default is not corrected by Buyer within (“72” if blank) hours of receipt of written notice of default from Seller, the Term of this Agreement shall terminate and Buyer shall vacate the Property within (“144” if blank) hours of receipt of the written notice of default from Buyer. (c) Regardless of whether Seller gives written notice of default under this Section, Seller may, upon Buyer’s default, proceed with summary eviction proceedings governed by the provisions of RPAPL Article 7, including but not limited to §713 relating to "grounds where no landlord-tenant relationship exists." Buyer specifically authorizes delivery of a copy of the Notice of Petition and Petition pursuant to RPAPL §§713 and 735 and acknowledges and agrees that Seller has materially complied with its obligations hereunder such delivery shall be deemed good and the conditions set forth in Section 4B have been satisfied, if sufficient service upon Buyer. (d) If Buyer fails to complete vacate the Closing in accordance with Property on or before the terms of this AgreementTermination Date, then in addition to (i) any rights Buyer shall pay Seller two hundred percent (200%) of the per diem PCOF pursuant to Section 3 above (the “Holdover PCOF”) for each day, or remedies that Seller may have in connection therewith under part of each day, until Buyer vacates the Lease, Property; and (ii) any loss of rights that Buyer Seller may incur retain, in connection therewith and under the Lease (collectively, the “Lease Implications”), the Deposit shall be retained by Seller as liquidated and agreed damages for such breach, which shall be Seller’s sole discretion, all, or part, of the Escrow Deposit. The Holdover PCOF shall be deemed the fair value of the use and exclusive right occupancy of the Property by Buyer. Should Seller institute any action or proceeding to recover possession of the Property, any PCOF or Holdover PCOF, or damages resulting from Buyer’s possession, Buyer shall pay Seller’s expenses (including, without limitation, reasonable attorneys’ fees, disbursements, court costs, the costs of appellate proceedings, and remedy under this Agreement for such breach, whereupon this Agreement shall become null and void and neither party hereto shall have any further rights, liabilities or obligations hereunder except those obligations which expressly survive termination THE PARTIES ACKNOWLEDGE THAT SELLER’S ACTUAL DAMAGES IN THE EVENT THE SALE IS NOT CONSUMMATED ARE EXTREMELY DIFFICULT OR IMPRACTICABLE TO DETERMINE AT THE EFFECTIVE DATE. THEREFORE, BY SEPARATELY EXECUTING THIS SECTION 7(A) BELOW, THE PARTIES ACKNOWLEDGE THAT THE AMOUNT OF THE DEPOSIT HAS BEEN AGREED UPON, AFTER NEGOTIATION, AS THE PARTIES’ REASONABLE ESTIMATE OF SELLER’S DAMAGES AND NOT A PENALTY, AND SHALL (ASIDE FROM THE LEASE IMPLICATIONS, WHICH SHALL NOT BE LIMITED IN ANY WAY BY THIS SECTION BE SELLER’S SOLE AND EXCLUSIVE REMEDY AGAINST BUYER ARISING FROM A FAILURE OF THE SALE TO CLOSE. IN ADDITION, BUYER SHALL PAY ALL COSTS AND EXPENSES ALLOCABLE TO BUYER PURSUANT TO SECTION 6(Aother reasonable costs of litigation), AS WELL AS ALL TITLE AND ESCROW CANCELLATION CHARGES. NOTWITHSTANDING THE FOREGOING, IN NO EVENT SHALL THIS SECTION 7(A) LIMIT THE DAMAGES RECOVERABLE BY EITHER PARTY AGAINST THE OTHER PARTY DUE TO THE OTHER PARTY’S OBLIGATION TO INDEMNIFY SUCH PARTY IN ACCORDANCE WITH SECTION 14 OF THIS AGREEMENT. BY SEPARATELY EXECUTING THIS SECTION 7(A). BELOW, BUYER AND SELLER ACKNOWLEDGE THAT THEY HAVE READ AND UNDERSTOOD THE ABOVE PROVISION COVERING LIQUIDATED DAMAGES, AND THAT EACH PARTY WAS REPRESENTED BY COUNSEL WHO EXPLAINED THE CONSEQUENCES OF THIS LIQUIDATED DAMAGES PROVISION AT THE TIME THIS AGREEMENT WAS EXECUTED. BMR-GAZELLE COURT LLC ISIS PHARMACEUTICALS, INC. By: By: Name: Name: Title: Title:.

Buyer’s Default. Provided that Seller has materially complied with its obligations hereunder and After the conditions set forth in Section 4B have been satisfiedexpiration of the Investigation Period, if Buyer fails to complete the Closing in accordance with does not occur as a result of Buyer’s default hereunder, including Buyer’s failure to timely deliver the terms of this AgreementAdditional Deposit, then in addition to (i) any rights or remedies that Seller may have in connection therewith under the Lease, and (ii) any loss of rights that Buyer may incur in connection therewith and under the Lease (collectively, the “Lease Implications”), the Deposit shall be retained by Seller as liquidated and agreed damages for such breach, which shall be Seller’s sole and exclusive right and remedy under shall be to terminate this Agreement for such breachby giving written notice thereof to Buyer, whereupon the Deposit shall be paid to Seller as liquidated damages, as Seller’s sole and exclusive remedy on account of such default hereunder by Buyer; provided, however, that this provision will not limit Seller’s right to receive reimbursement for attorneys’ fees pursuant to Section 15.1 below, nor waive or affect any provisions of this Agreement which expressly state that they shall become null and void survive the termination of this Agreement, and neither party hereto shall have any further rightsliability or obligation to the other hereunder, liabilities or obligations hereunder except those obligations for provisions of this Agreement which expressly state that they shall survive the termination THE PARTIES ACKNOWLEDGE THAT SELLER’S ACTUAL DAMAGES IN THE EVENT THE SALE IS NOT CONSUMMATED ARE EXTREMELY DIFFICULT OR IMPRACTICABLE TO DETERMINE AT THE EFFECTIVE DATE. THEREFOREof this Agreement; provided, BY SEPARATELY EXECUTING THIS SECTION 7(A) BELOWfurther, THE PARTIES ACKNOWLEDGE THAT THE AMOUNT OF THE DEPOSIT HAS BEEN AGREED UPONthat if such default by Buyer occurs prior to the Closing Date, AFTER NEGOTIATIONand if such default is of a nature such that it can be cured on or before the Closing Date, AS THE PARTIES’ REASONABLE ESTIMATE OF SELLER’S DAMAGES AND NOT A PENALTY, AND SHALL Seller shall give Buyer written notice of such default prior to exercising its right to terminate this Agreement pursuant to this subparagraph (ASIDE FROM THE LEASE IMPLICATIONS, WHICH SHALL NOT BE LIMITED IN ANY WAY BY THIS SECTION BE SELLER’S SOLE AND EXCLUSIVE REMEDY AGAINST BUYER ARISING FROM A FAILURE OF THE SALE TO CLOSE. IN ADDITION, BUYER SHALL PAY ALL COSTS AND EXPENSES ALLOCABLE TO BUYER PURSUANT TO SECTION 6(Aa), AS WELL AS ALL TITLE AND ESCROW CANCELLATION CHARGESand Seller may not exercise such termination right unless Buyer fails to cure such default on or before the Closing Date. NOTWITHSTANDING THE FOREGOINGThe parties acknowledge and agree that Seller’s actual damages in the event of Buyer’s default would be extremely difficult or impracticable to determine. After negotiation, IN NO EVENT SHALL THIS SECTION 7(A) LIMIT THE DAMAGES RECOVERABLE BY EITHER PARTY AGAINST THE OTHER PARTY DUE TO THE OTHER PARTY’S OBLIGATION TO INDEMNIFY SUCH PARTY IN ACCORDANCE WITH SECTION 14 OF THIS AGREEMENTthe parties have agreed that, considering all the circumstances existing on the date of this Agreement, the amount of the Deposit is a reasonable estimate of the damages that Seller would incur in such event. BY SEPARATELY EXECUTING THIS SECTION 7(A)The payment of the Deposit to Seller as liquidated damages under the circumstances provided for herein is not intended as a forfeiture or penalty within the meaning of Sections 3275 or 3369 of the California Civil Code, but is intended to constitute liquidated damages to Seller pursuant to Sections 1671, 1676 and 1677 of the California Civil Code. BELOWBy placing their initials below, BUYER AND SELLER ACKNOWLEDGE THAT THEY HAVE READ AND UNDERSTOOD THE ABOVE PROVISION COVERING LIQUIDATED DAMAGESeach party specifically confirms the accuracy of the statements made above, AND THAT EACH PARTY WAS REPRESENTED BY COUNSEL WHO EXPLAINED THE CONSEQUENCES OF THIS LIQUIDATED DAMAGES PROVISION AT THE TIME THIS AGREEMENT WAS EXECUTED. BMR-GAZELLE COURT LLC ISIS PHARMACEUTICALSthe reasonableness of the amount of liquidated damages agreed upon, INC. By: By: Name: Name: Title: Title:and the fact that each party was represented by counsel who explained, at the time this agreement was made, the consequences of this liquidated damages provision.

Buyer’s Default. Provided that Seller has materially complied with its If Buyer is unable to satisfy all of Buyer’s obligations hereunder and the conditions as set forth in Section 4B have been satisfiedthis Agreement in all material respects, if Buyer fails to complete the Closing in accordance with the terms of this Agreement, then in addition to (i) any rights or remedies that Seller may have in connection therewith under the Lease, and (ii) any loss of rights that Buyer may incur in connection therewith and under the Lease (collectively, the “Lease Implications”), the Deposit shall be retained by in default hereunder and Seller shall, as liquidated and agreed damages for such breach, which shall be Seller’s its sole and exclusive right and remedy under remedy, declare this Agreement for such breachto be terminated, whereupon this Agreement Seller shall become null be entitled to immediately receive all of the Deposit as liquidated damages hereunder (and void not as a penalty), it being agreed between the parties hereto that the actual damages to Seller in the event of such breach are impractical to ascertain and the amount of the Deposit is a reasonable estimate thereof, Seller hereby expressly waiving and relinquishing any and all other remedies at law or in equity. Upon such termination, neither party hereto Buyer nor Seller shall have any further rights, obligations or liabilities hereunder, except as otherwise provided herein. Notwithstanding the foregoing, nothing herein shall be deemed to limit Buyer’s liability to Seller for the full amount of any damages arising out of or in connection with Buyer’s indemnification obligations hereunder except those obligations which expressly survive termination THE PARTIES ACKNOWLEDGE THAT SELLER’S ACTUAL DAMAGES IN THE EVENT THE SALE IS NOT CONSUMMATED ARE EXTREMELY DIFFICULT OR IMPRACTICABLE TO DETERMINE AT THE EFFECTIVE DATEor for attorneys’ fees and costs as provided in Section 16.16 below. THEREFORENotwithstanding anything to the contrary contained in this Section 12.03, BY SEPARATELY EXECUTING THIS SECTION 7(A) BELOW, THE PARTIES ACKNOWLEDGE THAT THE AMOUNT OF THE DEPOSIT HAS BEEN AGREED UPON, AFTER NEGOTIATION, AS THE PARTIES’ REASONABLE ESTIMATE OF SELLER’S DAMAGES AND NOT A PENALTY, AND SHALL if Buyer has not filed suit for specific performance within the time period provided above and records a lis pendens or otherwise enjoins or restricts Seller’s ability to sell and transfer the Property (ASIDE FROM THE LEASE IMPLICATIONS, WHICH SHALL NOT BE LIMITED IN ANY WAY BY THIS SECTION BE SELLER’S SOLE AND EXCLUSIVE REMEDY AGAINST BUYER ARISING FROM A FAILURE OF THE SALE TO CLOSE. IN ADDITION, BUYER SHALL PAY ALL COSTS AND EXPENSES ALLOCABLE TO BUYER PURSUANT TO SECTION 6(Aa “Buyer’s Action”), AS WELL AS ALL TITLE AND ESCROW CANCELLATION CHARGES. NOTWITHSTANDING THE FOREGOINGSeller shall not be restricted by the provisions of this Section 12.03 from bringing an action against Buyer seeking expungement or relief from any filed lis pendens, IN NO EVENT SHALL THIS SECTION 7(Ainjunction or other restraint, and/or recovering fees, costs and expenses (including attorneys’ fees) LIMIT THE DAMAGES RECOVERABLE BY EITHER PARTY AGAINST THE OTHER PARTY DUE TO THE OTHER PARTY’S OBLIGATION TO INDEMNIFY SUCH PARTY IN ACCORDANCE WITH SECTION 14 OF THIS AGREEMENT. BY SEPARATELY EXECUTING THIS SECTION 7(A). BELOWwhich Seller may suffer or incur as a result of any Buyer’s action but only to the extent that Seller is the prevailing party; and the amount of any such fees, BUYER AND SELLER ACKNOWLEDGE THAT THEY HAVE READ AND UNDERSTOOD THE ABOVE PROVISION COVERING LIQUIDATED DAMAGES, AND THAT EACH PARTY WAS REPRESENTED BY COUNSEL WHO EXPLAINED THE CONSEQUENCES OF THIS LIQUIDATED DAMAGES PROVISION AT THE TIME THIS AGREEMENT WAS EXECUTED. BMR-GAZELLE COURT LLC ISIS PHARMACEUTICALS, INC. By: By: Name: Name: Title: Title:costs and expenses awarded to Seller shall be in addition to the liquidated damages set forth herein.

Buyer’s Default. Provided that Seller has materially complied with If as of the Closing Date, Buyers are in material default (which is not fully cured after specific written demand for cure by Sellers within the later of (a) the Closing Date and (b) seven (7) Business Days of such demand) in any of its representations, warranties or obligations hereunder under this Agreement, then, Sellers may elect to terminate this Agreement by providing written notice to Buyers, in which case Buyers shall immediately forfeit the Deposit, and the conditions set forth in Section 4B Deposit Escrow Agent shall deliver the Deposit to Sellers as Sellers’ sole and exclusive remedy, and the parties hereto shall have been satisfied, if Buyer fails to complete no further obligations under this Agreement (except for such obligations that survive the Closing in accordance with the terms termination of this Agreement). Notwithstanding anything to the contrary contained herein, then in addition provided that if as a result of any error or negligence by Buyers’ transmitting bank or Deposit Escrow Agent’s receiving bank, any default shall arise, Buyers’ time to (i) any rights or remedies that Seller may have in connection therewith under the Lease, and (ii) any loss of rights that Buyer may incur in connection therewith and under the Lease (collectively, the “Lease Implications”), the Deposit comply shall be retained by Seller as liquidated and agreed damages for such breach, which shall be Seller’s sole and exclusive right and remedy under this Agreement for such breach, whereupon this Agreement shall become null and void and neither party hereto shall have any further rights, liabilities or obligations hereunder except those obligations which expressly survive termination automatically extended to enable the applicable bank to cure same. THE PARTIES ACKNOWLEDGE AND AGREE THAT SELLER’S ACTUAL DAMAGES IN THE EVENT THE SALE IF THIS AGREEMENT IS NOT CONSUMMATED ARE EXTREMELY DIFFICULT OR IMPRACTICABLE TERMINATED PURSUANT TO DETERMINE AT THE EFFECTIVE DATE. THEREFORE, BY SEPARATELY EXECUTING THIS SECTION 7(A) BELOW9.1, THE DAMAGES THAT SELLERS WOULD SUSTAIN AS A RESULT OF SUCH TERMINATION WOULD BE DIFFICULT IF NOT IMPOSSIBLE TO ASCERTAIN AND THAT THE DEPOSIT CONSTITUTES A REASONABLE GOOD FAITH ESTIMATE OF SUCH DAMAGES. ACCORDINGLY, THE PARTIES ACKNOWLEDGE AGREE THAT THE AMOUNT OF SELLERS SHALL RETAIN THE DEPOSIT HAS BEEN AGREED UPON, AFTER NEGOTIATION, AS THE PARTIES’ REASONABLE ESTIMATE OF SELLER’S DAMAGES FULL AND NOT A PENALTY, AND SHALL (ASIDE FROM THE LEASE IMPLICATIONS, WHICH SHALL NOT BE LIMITED IN ANY WAY BY THIS SECTION BE SELLER’S SOLE AND EXCLUSIVE REMEDY AGAINST BUYER ARISING FROM A FAILURE OF THE SALE TO CLOSE. IN ADDITION, BUYER SHALL PAY ALL COSTS AND EXPENSES ALLOCABLE TO BUYER PURSUANT TO SECTION 6(A), AS WELL AS ALL TITLE AND ESCROW CANCELLATION CHARGES. NOTWITHSTANDING THE FOREGOING, IN NO EVENT SHALL THIS SECTION 7(A) LIMIT THE DAMAGES RECOVERABLE BY EITHER PARTY AGAINST THE OTHER PARTY DUE TO THE OTHER PARTY’S OBLIGATION TO INDEMNIFY SUCH PARTY IN ACCORDANCE WITH SECTION 14 OF THIS AGREEMENT. BY SEPARATELY EXECUTING THIS SECTION 7(A). BELOW, BUYER AND SELLER ACKNOWLEDGE THAT THEY HAVE READ AND UNDERSTOOD THE ABOVE PROVISION COVERING COMPLETE LIQUIDATED DAMAGES, AND NOT AS A PENALTY AND AS SELLERS’ SOLE AND EXCLUSIVE 47 REMEDY FOR SUCH TERMINATION; PROVIDED, HOWEVER, THAT EACH PARTY WAS REPRESENTED BY COUNSEL WHO EXPLAINED THE CONSEQUENCES OF THIS LIQUIDATED DAMAGES PROVISION AT THE TIME SELLERS SHALL RETAIN ALL RIGHTS AND REMEDIES UNDER THIS AGREEMENT WAS EXECUTED. BMR-GAZELLE COURT LLC ISIS PHARMACEUTICALS, INC. By: By: Name: Name: Title: Title:WITH RESPECT TO THOSE OBLIGATIONS WHICH EXPRESSLY SURVIVE SUCH TERMINATION.

Buyer’s Default. Provided that Seller If Buyer has materially complied with defaulted in its obligations hereunder and at any time that prevents the conditions set forth in Section 4B have been satisfied, if Buyer fails to complete the Closing in accordance with the terms consummation of this transaction as contemplated by this Agreement, then in addition then, Seller shall be entitled to (i) any rights or remedies that Seller may have in connection therewith under the Lease, terminate this Agreement and (ii) any loss of rights that Buyer may incur in connection therewith and under the Lease (collectively, the “Lease Implications”), Escrow Agent shall deliver the Deposit shall be retained by Seller to Seller, as liquidated and agreed damages for such breach, which shall be as Seller’s sole and exclusive right and remedy under this Agreement for default by Buyer. Upon such breachtermination by Seller, whereupon this Agreement shall become be null and void in all respects, and thereafter neither party hereto Party shall have any further rights, liabilities or obligations hereunder hereunder, except as expressly provided in those sections hereof which state that they expressly survive such termination. The provisions of this Section 14(b) shall survive the Closing or any termination of this Agreement and shall not impair or affect rights, liabilities or obligations which as expressly provided in those sections hereof state that they expressly survive termination such Closing or termination. THE PARTIES ACKNOWLEDGE HERETO, BEFORE ENTERING INTO THIS AGREEMENT, HAVE BEEN CONCERNED WITH THE FACT THAT SELLER’S ACTUAL SUBSTANTIAL DAMAGES WILL BE SUFFERED BY SELLER IN THE EVENT THAT BUYER SHOULD FAIL TO PURCHASE THE SALE IS NOT CONSUMMATED ARE EXTREMELY PROPERTY SUBJECT TO AND IN ACCORDING TO THE TERMS AND CONDITIONS OF THIS AGREEMENT. BUYER AND SELLER ACKNOWLEDGE THAT THE DAMAGES TO SELLER IN THE EVENT OF A BREACH OF THIS AGREEMENT BY BUYER WOULD BE DIFFICULT OR IMPRACTICABLE IMPOSSIBLE TO DETERMINE AT THE EFFECTIVE DATE. THEREFOREDETERMINE, BY SEPARATELY EXECUTING THIS SECTION 7(A) BELOW, THE PARTIES ACKNOWLEDGE THAT THE AMOUNT OF THE DEPOSIT HAS BEEN AGREED UPON, AFTER NEGOTIATION, AS REPRESENTS THE PARTIES’ BEST AND MOST ACCURATE ESTIMATE OF THE DAMAGES THAT WOULD BE SUFFERED BY SELLER IF THE TRANSACTION SHOULD FAIL TO CLOSE AND THAT SUCH ESTIMATE IS REASONABLE UNDER THE CIRCUMSTANCES EXISTING AS OF THE DATE OF THIS AGREEMENT AND UNDER THE CIRCUMSTANCES THAT SELLER AND BUYER REASONABLY ANTICIPATE WOULD EXIST AT THE TIME OF SUCH BREACH. THE PARTIES, HAVING MADE A DILIGENT ENDEAVOR TO ASCERTAIN THE ACTUAL COMPENSATORY DAMAGES WHICH SELLER WOULD SUFFER IN THE EVENT OF BUYER’S FAILURE TO PURCHASE THE PROPERTY SUBJECT TO AND IN ACCORDANCE WITH THE TERMS AND CONDITIONS OF THIS AGREEMENT, HEREBY AGREE THAT THE REASONABLE ESTIMATE OF SAID DAMAGES IS THE SUM EQUAL TO THE AMOUNT OF THE DEPOSIT. THEREFORE, IN THE EVENT THAT THE SALE CONTEMPLATED HEREBY SHALL FAIL TO CLOSE FOR ANY REASON OTHER THAN SELLER’S DEFAULT HEREUNDER OR AS OTHERWISE EXPRESSLY SET FORTH IN THIS AGREEMENT, SELLER SHALL BE ENTITLED TO AND SHALL RETAIN THE ENTIRE DEPOSIT AS LIQUIDATED DAMAGES AND NOT A PENALTY, AND SHALL (ASIDE FROM AS ITS SOLE REMEDY AT LAW OR IN EQUITY. THE LEASE IMPLICATIONS, WHICH SHALL NOT BE LIMITED IN ANY WAY AMOUNT OF THE LIQUIDATED DAMAGES HAS BEEN ESTABLISHED BY THIS SECTION BE SELLER’S SOLE AND EXCLUSIVE REMEDY AGAINST BUYER ARISING FROM THE PARTIES AS THE AMOUNT OF THE MONETARY DAMAGES SELLER WILL SUFFER BASED SOLELY UPON A FAILURE OF BY BUYER TO PURCHASE THE SALE TO CLOSE. IN ADDITION, BUYER SHALL PAY ALL COSTS AND EXPENSES ALLOCABLE TO BUYER PURSUANT TO SECTION 6(A), AS WELL AS ALL TITLE AND ESCROW CANCELLATION CHARGES. NOTWITHSTANDING THE FOREGOING, IN NO EVENT SHALL THIS SECTION 7(A) LIMIT THE DAMAGES RECOVERABLE BY EITHER PARTY AGAINST THE OTHER PARTY DUE TO THE OTHER PARTY’S OBLIGATION TO INDEMNIFY SUCH PARTY IN ACCORDANCE WITH SECTION 14 OF THIS AGREEMENT. BY SEPARATELY EXECUTING THIS SECTION 7(A). BELOW, BUYER PROPERTY AND SELLER ACKNOWLEDGE THAT THEY HAVE READ AND UNDERSTOOD SHALL BE ENTITLED TO RECOVER NO OTHER DAMAGES FROM BUYER BASED SOLELY UPON A FAILURE BY BUYER TO PURCHASE THE ABOVE PROVISION COVERING LIQUIDATED DAMAGES, AND THAT EACH PARTY WAS REPRESENTED BY COUNSEL WHO EXPLAINED THE CONSEQUENCES OF THIS LIQUIDATED DAMAGES PROVISION AT THE TIME THIS AGREEMENT WAS EXECUTED. BMR-GAZELLE COURT LLC ISIS PHARMACEUTICALS, INC. By: By: Name: Name: Title: Title:PROPERTY.

Buyer’s Default. Provided that Seller has materially complied with its obligations hereunder and the conditions set forth in Section 4B have been satisfied, if Buyer fails to complete the Closing in accordance with the terms of this Agreement, then in addition to (i) any rights or remedies that Seller may have in connection therewith under the Lease, and (ii) any loss of rights that Buyer may incur in connection therewith and under the Lease (collectively, the “Lease Implications”), the Deposit shall be retained by Seller as liquidated and agreed damages for such breach, which shall be Seller’s sole and exclusive right and remedy under this Agreement for such breach, whereupon this Agreement shall become null and void and neither party hereto shall have any further rights, liabilities or obligations hereunder except those obligations which expressly survive termination THE PARTIES ACKNOWLEDGE THAT SELLER’S ACTUAL DAMAGES IN THE EVENT THE SALE IS NOT CONSUMMATED ARE EXTREMELY DIFFICULT OR IMPRACTICABLE TO DETERMINE AT THE EFFECTIVE DATE. THEREFORE, BY SEPARATELY EXECUTING THIS SECTION 7(A) BELOW, THE PARTIES ACKNOWLEDGE THAT THE AMOUNT OF THE DEPOSIT HAS BEEN AGREED UPON, AFTER NEGOTIATION, AS THE PARTIES’ REASONABLE ESTIMATE OF SELLER’S DAMAGES AND NOT A PENALTY, AND SHALL (ASIDE FROM THE LEASE IMPLICATIONS, WHICH SHALL NOT BE LIMITED IN ANY WAY BY THIS SECTION BE SELLER’S SOLE AND EXCLUSIVE REMEDY AGAINST BUYER ARISING FROM A FAILURE OF THE SALE TO CLOSE. IN ADDITION, BUYER SHALL PAY ALL COSTS AND EXPENSES ALLOCABLE TO BUYER PURSUANT TO SECTION 6(A), AS WELL AS ALL TITLE AND ESCROW CANCELLATION CHARGES. NOTWITHSTANDING THE FOREGOING, IN NO EVENT SHALL THIS SECTION 7(A) LIMIT THE DAMAGES RECOVERABLE BY EITHER PARTY AGAINST THE OTHER PARTY DUE TO THE OTHER PARTY’S OBLIGATION TO INDEMNIFY SUCH PARTY IN ACCORDANCE WITH SECTION 14 OF THIS AGREEMENT. BY SEPARATELY EXECUTING THIS SECTION 7(A). BELOW, BUYER AND SELLER ACKNOWLEDGE THAT THEY HAVE READ AND UNDERSTOOD THE ABOVE PROVISION COVERING LIQUIDATED DAMAGES, AND THAT EACH PARTY WAS REPRESENTED BY COUNSEL WHO EXPLAINED THE CONSEQUENCES OF THIS LIQUIDATED DAMAGES PROVISION AT THE TIME THIS AGREEMENT WAS EXECUTED. BMR-GAZELLE COURT XXX-0000 XXXXXXX XXXXXX LLC ISIS PHARMACEUTICALS, INC. By: By: Name: Name: Title: Title:

Buyer’s Default. Provided that Seller has materially complied with If Buyer defaults in performing its obligations hereunder under this Agreement to proceed to Closing, Seller, as their sole and exclusive remedy for any such default, shall be entitled to terminate this Agreement by giving Buyer written notice to such effect, and receive the conditions set forth in Section 4B Deposit as liquidated damages for Buyer’s default and upon such receipt no party to this Agreement shall thereafter have been satisfiedany further rights or liabilities under this Agreement, if Buyer fails except, however, that the parties shall remain obligated with respect to complete the Closing in accordance with provisions herein which specifically survives the terms termination of this Agreement, then in addition to (i) any rights or remedies that Seller may have in connection therewith under the Lease, and (ii) any loss of rights that Buyer may incur in connection therewith and under the Lease (collectively, the “Lease Implications”), the Deposit shall be retained by Seller as liquidated and agreed damages for such breach, which shall be Seller’s sole and exclusive right and remedy under this Agreement for such breach, whereupon this Agreement shall become null and void and neither party hereto shall have any further rights, liabilities or obligations hereunder except those obligations which expressly survive termination . THE PARTIES ACKNOWLEDGE AGREE THAT SELLER’S IT WOULD BE IMPRACTICABLE AND EXTREMELY DIFFICULT TO ASCERTAIN THE ACTUAL DAMAGES IN SUFFERED BY SELLER AS A RESULT OF BUYER’S FAILURE TO COMPLETE THE EVENT PURCHASE OF THE SALE IS NOT CONSUMMATED ARE EXTREMELY DIFFICULT OR IMPRACTICABLE PROPERTY PURSUANT TO DETERMINE AT THIS AGREEMENT, AND THAT UNDER THE CIRCUMSTANCES EXISTING AS OF THE EFFECTIVE DATE. THEREFORE, BY SEPARATELY EXECUTING THE LIQUIDATED DAMAGES PROVIDED FOR IN THIS SECTION 7(A) BELOW, REPRESENT A REASONABLE ESTIMATE OF THE DAMAGES WHICH SELLER WILL INCUR AS A RESULT OF SUCH FAILURE. THE PARTIES ACKNOWLEDGE THAT THE AMOUNT PAYMENT OF THE DEPOSIT HAS BEEN AGREED UPON, AFTER NEGOTIATION, SUCH LIQUIDATED DAMAGES IS NOT INTENDED AS THE PARTIES’ REASONABLE ESTIMATE OF SELLER’S DAMAGES AND NOT A FORFEITURE OR PENALTY, AND SHALL (ASIDE FROM THE LEASE IMPLICATIONS, WHICH SHALL NOT BE LIMITED IN ANY WAY BY THIS SECTION BE SELLER’S SOLE AND EXCLUSIVE REMEDY AGAINST BUYER ARISING FROM A FAILURE OF THE SALE BUT IS INTENDED TO CLOSE. IN ADDITION, BUYER SHALL PAY ALL COSTS AND EXPENSES ALLOCABLE TO BUYER PURSUANT TO SECTION 6(A), AS WELL AS ALL TITLE AND ESCROW CANCELLATION CHARGES. NOTWITHSTANDING THE FOREGOING, IN NO EVENT SHALL THIS SECTION 7(A) LIMIT THE DAMAGES RECOVERABLE BY EITHER PARTY AGAINST THE OTHER PARTY DUE TO THE OTHER PARTY’S OBLIGATION TO INDEMNIFY SUCH PARTY IN ACCORDANCE WITH SECTION 14 OF THIS AGREEMENT. BY SEPARATELY EXECUTING THIS SECTION 7(A). BELOW, BUYER AND SELLER ACKNOWLEDGE THAT THEY HAVE READ AND UNDERSTOOD THE ABOVE PROVISION COVERING LIQUIDATED DAMAGES, AND THAT EACH PARTY WAS REPRESENTED BY COUNSEL WHO EXPLAINED THE CONSEQUENCES OF THIS CONSTITUTE LIQUIDATED DAMAGES PROVISION AT THE TIME THIS AGREEMENT WAS EXECUTEDTO SELLER. BMR-GAZELLE COURT LLC ISIS PHARMACEUTICALSFor the avoidance of doubt and notwithstanding anything else in this Agreement, INCexcept for any express indemnification obligations of Buyer hereunder and any express surviving obligations of Buyer hereunder, Seller shall not have any right to pursue Buyer for any damages in connection with this Agreement or the Transactions hereunder except for a claim for the Deposit as set forth in this Section 11.1. By: By: Name: Name: Title: Title:For the avoidance of doubt and notwithstanding anything else in this Agreement, Seller shall not have any right to terminate this Agreement except to the extent expressly permitted in this Agreement.

Buyer’s Default. Provided that If, on or before the Closing Date, (i) Seller has materially complied with is not in default of any of its obligations hereunder and the conditions set forth Buyer is in Section 4B have been satisfieddefault of any of its obligations hereunder, if Buyer fails to complete the Closing in accordance with the terms of this Agreement, then in addition to (i) any rights or remedies that Seller may have in connection therewith under the Lease, and (ii) any loss of rights that Buyer may incur Buyer’s representations or warranties are untrue, inaccurate or incorrect, in connection therewith any material respect, or (iii) the Closing otherwise fails to occur by reason of Buyer’s failure or refusal to perform its obligations hereunder in a prompt and under the Lease (collectivelytimely manner, the “Lease Implications”and any such circumstance described in any of clauses(i), (ii) or (iii) continues for five (5) business days after written notice from Seller to Buyer, which written notice shall detail such default, untruth or failure, as applicable, then Seller may elect to (a) terminate this Agreement by written notice to Buyer, promptly after which the Deposit shall be retained by paid to Seller as liquidated damages and, thereafter, the parties shall have no further rights or obligations hereunder except for obligations which expressly survive the termination of this Agreement; or (b) waive the condition and agreed damages for such breachproceed to close the Transaction. If this Agreement is so terminated, which then Seller shall be Seller’s sole entitled to the Deposit as liquidated damages, and exclusive right and remedy under thereafter neither party to this Agreement for such breach, whereupon this Agreement shall become null and void and neither party hereto shall have any further rights, liabilities rights or obligations hereunder except those obligations other than any arising under any section herein which expressly survive provides that it survives the termination of this Agreement. THE AMOUNT PAID TO AND RETAINED BY SELLER AS LIQUIDATED DAMAGES PURSUANT TO THE FOREGOING PROVISIONS SHALL BE SELLER’S SOLE AND EXCLUSIVE REMEDY IF BUYER FAILS TO CLOSE THE PURCHASE OF THE PROPERTY. THE PARTIES HERETO EXPRESSLY AGREE AND ACKNOWLEDGE THAT SELLER’S ACTUAL DAMAGES IN THE EVENT THE SALE IS NOT CONSUMMATED ARE OF A DEFAULT BY BUYER WOULD BE EXTREMELY DIFFICULT OR IMPRACTICABLE TO DETERMINE AT THE EFFECTIVE DATE. THEREFORE, BY SEPARATELY EXECUTING THIS SECTION 7(A) BELOW, THE PARTIES ACKNOWLEDGE ASCERTAIN AND THAT THE AMOUNT OF THE DEPOSIT HAS BEEN AGREED UPON, AFTER NEGOTIATION, AS PLUS ANY INTEREST ACCRUED THEREON REPRESENTS THE PARTIES’ REASONABLE ESTIMATE OF SELLER’S SUCH DAMAGES. THE PAYMENT OF SUCH AMOUNT AS LIQUIDATED DAMAGES IS NOT INTENDED AS A FORFEITURE OR PENALTY WITHIN THE MEANING OF CALIFORNIA CIVIL CODE SECTIONS 3275 OR 3369, BUT IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO SELLER PURSUANT TO CALIFORNIA CIVIL CODE SECTIONS 1671, 1676 AND NOT A PENALTY, AND SHALL (ASIDE FROM THE LEASE IMPLICATIONS, WHICH SHALL NOT BE LIMITED IN ANY WAY BY THIS SECTION BE 1677 AS SELLER’S SOLE AND EXCLUSIVE REMEDY AGAINST BUYER ARISING FROM A FAILURE OF THE SALE TO CLOSEREMEDY. IN ADDITION, BUYER SHALL PAY SELLER HEREBY WAIVES ALL COSTS AND EXPENSES ALLOCABLE TO BUYER RIGHTS PURSUANT TO SECTION 6(A), AS WELL AS ALL TITLE CALIFORNIA CIVIL CODE SECTIONS 1680 AND ESCROW CANCELLATION CHARGES3389. NOTWITHSTANDING ANYTHING TO THE FOREGOING, CONTRARY CONTAINED IN NO EVENT SHALL THIS SECTION 7(A) LIMIT THE DAMAGES RECOVERABLE BY EITHER PARTY AGAINST THE OTHER PARTY DUE TO THE OTHER PARTY’S OBLIGATION TO INDEMNIFY SUCH PARTY IN ACCORDANCE WITH SECTION 14 OF THIS AGREEMENT. BY SEPARATELY EXECUTING THIS SECTION 7(A). BELOW11.1, SELLER AND BUYER AND SELLER ACKNOWLEDGE AGREE THAT THEY HAVE READ AND UNDERSTOOD THE ABOVE PROVISION COVERING LIQUIDATED DAMAGES, AND THAT EACH PARTY WAS REPRESENTED BY COUNSEL WHO EXPLAINED THE CONSEQUENCES OF THIS LIQUIDATED DAMAGES PROVISION AT THE TIME IS NOT INTENDED AND SHOULD NOT BE DEEMED OR CONSTRUED TO LIMIT IN ANY WAY BUYER’S INDEMNITY OBLIGATIONS UNDER THIS AGREEMENT WAS EXECUTEDAGREEMENT. BMR-GAZELLE COURT LLC ISIS PHARMACEUTICALS, INC. BySeller’s Initials: By__________ Buyer’s Initial’s: Name: Name: Title: Title:__________

Buyer’s Default. Provided Buyer’s Default. Buyer shall be deemed to be in default under this Agreement if Buyer fails, for any reason other than Seller’s default under this Agreement or the failure of a condition precedent to Buyer’s obligation to perform under this Agreement, to meet, comply with, or perform any covenant, agreement, or obligation required on its part within the time limits and in the manner required in this Agreement, or a material breach shall have occurred of any representation or warranty (made by Buyer) by reason of Buyer’s actual fraud or intentional misrepresentation; provided, however, that no such default shall be deemed to have occurred unless and until Seller has materially complied with its obligations hereunder and the conditions set forth in Section 4B have been satisfied, if given Buyer fails to complete the Closing in accordance with the terms written notice of this Agreement, then in addition to (i) any rights or remedies that Seller may have in connection therewith under describing the Leasenature of the default, and Buyer has failed to cure such default within a commercially reasonable time business days after the receipt of such notice (ii) but in any loss event before the Closing Date, unless such default occurs after Closing). Xxxxx and Xxxxxx acknowledge that Xxxxxx, acting in good faith and on the verbal assurances of rights that Buyer may incur the Buyer, has delivered a written 30-day notice of termination of Lease to the Tenant in connection therewith and under advance of the Lease (collectivelyEffective Date of this Agreement. Seller is directly assisting Xxxxxx’s effort to find a suitable location into which Tenant can immediately relocate. Despite such commercially reasonable efforts, the “Lease Implications”)Closing may be delayed due to normal business requirements, such as qualifying for and negotiating a lease along with moving existing business operations. Also, Tenant may unlawfully detain its occupancy of the Deposit Building thereby causing further delays in the Closing. Notwithstanding the foregoing, in the event Tenant has relocated and Escrow is otherwise in a condition to Close, and Buyer further delays the Closing, Buyer will execute a month to month rental agreement for the Real Property with Seller in the amount of $17,000 per month, provided however, that such paid rent shall be retained by Seller as liquidated and agreed damages for such breach, which shall be Seller’s sole and exclusive right and remedy under this Agreement for such breach, whereupon this Agreement shall become null and void and neither party hereto shall have any further rights, liabilities or obligations hereunder except those obligations which expressly survive termination THE PARTIES ACKNOWLEDGE THAT SELLER’S ACTUAL DAMAGES IN THE EVENT THE SALE IS NOT CONSUMMATED ARE EXTREMELY DIFFICULT OR IMPRACTICABLE TO DETERMINE AT THE EFFECTIVE DATE. THEREFORE, BY SEPARATELY EXECUTING THIS SECTION 7(A) BELOW, THE PARTIES ACKNOWLEDGE THAT THE AMOUNT OF THE DEPOSIT HAS BEEN AGREED UPON, AFTER NEGOTIATION, AS THE PARTIES’ REASONABLE ESTIMATE OF SELLER’S DAMAGES AND NOT A PENALTY, AND SHALL (ASIDE FROM THE LEASE IMPLICATIONS, WHICH SHALL NOT BE LIMITED IN ANY WAY BY THIS SECTION BE SELLER’S SOLE AND EXCLUSIVE REMEDY AGAINST BUYER ARISING FROM A FAILURE OF THE SALE TO CLOSE. IN ADDITION, BUYER SHALL PAY ALL COSTS AND EXPENSES ALLOCABLE TO BUYER PURSUANT TO SECTION 6(A), AS WELL AS ALL TITLE AND ESCROW CANCELLATION CHARGES. NOTWITHSTANDING THE FOREGOING, IN NO EVENT SHALL THIS SECTION 7(A) LIMIT THE DAMAGES RECOVERABLE BY EITHER PARTY AGAINST THE OTHER PARTY DUE TO THE OTHER PARTY’S OBLIGATION TO INDEMNIFY SUCH PARTY IN ACCORDANCE WITH SECTION 14 OF THIS AGREEMENT. BY SEPARATELY EXECUTING THIS SECTION 7(A). BELOW, BUYER AND SELLER ACKNOWLEDGE THAT THEY HAVE READ AND UNDERSTOOD THE ABOVE PROVISION COVERING LIQUIDATED DAMAGES, AND THAT EACH PARTY WAS REPRESENTED BY COUNSEL WHO EXPLAINED THE CONSEQUENCES OF THIS LIQUIDATED DAMAGES PROVISION AT THE TIME THIS AGREEMENT WAS EXECUTED. BMR-GAZELLE COURT LLC ISIS PHARMACEUTICALS, INC. By: By: Name: Name: Title: Title:subject to proration at a rate of $577 per day at the Close of Escrow.

Buyer’s Default. Provided that Seller has materially complied with If Buyer defaults in performance any of its covenants or obligations hereunder and the conditions set forth in Section 4B have been satisfied, if Buyer fails to complete the Closing in accordance with the terms of under this Agreement, then in addition any material respect, which default is not caused by Seller Default, Seller shall deliver notice to (i) any rights or remedies that Buyer of its default promptly after Seller may have in connection therewith under becomes aware of the Leasedefault, and if the default is not cured prior to the earlier of thirty (ii30) any loss of rights that days after such notice or the Closing Date (each, a “Buyer may incur in connection therewith and under the Lease (collectively, the “Lease ImplicationsDefault”), the Deposit shall be retained by Seller then Seller, as liquidated and agreed damages for such breach, which shall be Seller’s its sole and exclusive right and remedy under remedy, may elect to (a) terminate this Agreement for such breachby providing written notice to Buyer and recover liquidated damages as provided below, whereupon subject to the provisions of Section 14.20; or (b) waive any Buyer Default at or prior to the Closing and proceed to the Closing without any adjustment to the Purchase Price. If Seller terminates this Agreement pursuant to this Section 10.1, Seller shall become null provide written notice to Escrow Holder and void Buyer directing Escrow Holder to disburse the Xxxxxxx Money to Seller, and neither party hereto Escrow Holder shall have any further rights, liabilities or obligations hereunder except those obligations which expressly survive termination THE PARTIES ACKNOWLEDGE comply with Section 15.1.4 in regard to the disposition of the Xxxxxxx Money. BUYER ACKNOWLEDGES THAT SELLER’S IT WOULD BE IMPRACTICABLE AND EXTREMELY DIFFICULT TO CALCULATE ACTUAL DAMAGES CAUSED BY A BREACH OF ANY REPRESENTATION, WARRANTY, OBLIGATION, OR COVENANT OF BUYER CONTAINED IN THE EVENT THE SALE IS NOT CONSUMMATED ARE EXTREMELY DIFFICULT OR IMPRACTICABLE TO DETERMINE AT THE EFFECTIVE DATE. THEREFORE, BY SEPARATELY EXECUTING THIS SECTION 7(A) BELOWAGREEMENT INCLUDING WITHOUT LIMITATION, THE PARTIES ACKNOWLEDGE THAT FAILURE OF BUYER TO PURCHASE THE PROPERTY AND THE BUSINESS, WHERE SUCH FAILURE WAS NOT DUE TO A SELLER DEFAULT OR FAILURE OF A CLOSING CONDITION. BUYER AND SELLER THEREFORE AGREE THAT, UPON A BUYER DEFAULT, THE AMOUNT OF THE DEPOSIT HAS BEEN AGREED UPON, AFTER NEGOTIATION, AS THE PARTIES’ XXXXXXX MONEY IS A REASONABLE ESTIMATE OF SELLER’S DAMAGES AND NOT A PENALTY, AND THAT SELLER SHALL (ASIDE FROM THE LEASE IMPLICATIONSBE ENTITLED TO SAID SUM AS LIQUIDATED DAMAGES, WHICH SHALL NOT BE LIMITED IN ANY WAY BY THIS SECTION BE SELLER’S SOLE AND EXCLUSIVE REMEDY AGAINST BUYER ARISING FROM A FAILURE OF THE SALE TO CLOSEREMEDY, EITHER AT LAW OR IN EQUITY. IN ADDITIONSUCH EVENT, BUYER SHALL PAY ALL COSTS THE ESCROW HOLDER SHALL, UPON WRITTEN DEMAND BY SELLER WITHOUT JOINDER OF BUYER, IMMEDIATELY DELIVER THE XXXXXXX MONEY TO SELLER IN CASH OR OTHER IMMEDIATELY AVAILABLE FUNDS. THE FOREGOING DOES NOT LIMIT BUYER’S LIABILITY UNDER ANY INDEMNITY OR OTHER PROVISION OF THIS AGREEMENT WHICH BY ITS TERMS SURVIVES A TERMINATION OF THIS AGREEMENT OR IS TO BE PERFORMED AFTER CLOSING. TO SIGNIFY THEIR AWARENESS AND EXPENSES ALLOCABLE AGREEMENT TO BUYER PURSUANT TO SECTION 6(A), AS WELL AS ALL TITLE BE BOUND BY THE TERMS AND ESCROW CANCELLATION CHARGES. NOTWITHSTANDING THE FOREGOING, IN NO EVENT SHALL PROVISIONS OF THIS SECTION 7(A) LIMIT THE DAMAGES RECOVERABLE BY EITHER PARTY AGAINST THE OTHER PARTY DUE TO THE OTHER PARTY’S OBLIGATION TO INDEMNIFY SUCH PARTY IN ACCORDANCE WITH SECTION 14 OF THIS AGREEMENT. BY SEPARATELY EXECUTING THIS SECTION 7(A). BELOW10.1, BUYER AND SELLER ACKNOWLEDGE THAT THEY HAVE READ AND UNDERSTOOD THE ABOVE PROVISION COVERING LIQUIDATED DAMAGESSEPARATELY INITIALED THIS SECTION. SELLER INITIALS: ________BUYER INITIALS: ________ Notwithstanding the foregoing, AND THAT EACH PARTY WAS REPRESENTED BY COUNSEL WHO EXPLAINED THE CONSEQUENCES OF THIS LIQUIDATED DAMAGES PROVISION AT THE TIME THIS AGREEMENT WAS EXECUTED. BMR-GAZELLE COURT LLC ISIS PHARMACEUTICALSthe limitation to liquidated damages shall not apply (and Seller may seek any and all actual, INC. By: By: Name: Name: Title: Title:consequential and other damages) respecting any indemnification claim permitted under this Agreement.

Buyer’s Default. Provided that Seller has materially complied with In the event Buyer defaults in its obligations to close the purchase of the Property, or in the event Buyer otherwise defaults hereunder and the conditions set forth in Section 4B have been satisfied, if Buyer fails prior to complete the Closing in accordance with the terms of this AgreementClosing, then in addition to (i) Seller shall receive the Xxxxxxx Money as fixed and liquidated damages, this Agreement shall terminate, and neither party shall have any rights or remedies that Seller may have in connection therewith under further liability hereunder, except for those liabilities which expressly survive the Lease, termination of this Agreement and (ii) any loss of rights that Buyer may incur in connection therewith and under shall immediately direct the Lease (collectively, Title Company to pay the “Lease Implications”), the Deposit shall be retained by Xxxxxxx Money to Seller. Seller as liquidated and agreed damages for such breach, which shall be Seller’s sole and exclusive right and remedy under this Agreement for such breach, whereupon this Agreement shall become null and void and neither party hereto shall have no other remedy for any further rightspre-Closing default by Buyer, liabilities or obligations hereunder except those obligations which expressly survive termination THE PARTIES including any right to damages. BUYER AND SELLER ACKNOWLEDGE THAT SELLER’S ACTUAL DAMAGES IN THE EVENT THE SALE IS NOT CONSUMMATED ARE EXTREMELY DIFFICULT OR IMPRACTICABLE TO DETERMINE AT THE EFFECTIVE DATE. THEREFORE, BY SEPARATELY EXECUTING THIS SECTION 7(AAND AGREE THAT: (1) BELOW, THE PARTIES ACKNOWLEDGE THAT THE AMOUNT OF THE DEPOSIT HAS BEEN AGREED UPON, AFTER NEGOTIATION, AS THE PARTIES’ XXXXXXX MONEY IS A REASONABLE ESTIMATE OF AND BEARS A REASONABLE RELATIONSHIP TO THE DAMAGES THAT WOULD BE SUFFERED AND COSTS INCURRED BY SELLER AS A RESULT OF HAVING WITHDRAWN THE PROPERTY FROM SALE AND THE FAILURE OF CLOSING TO HAVE OCCURRED DUE TO A DEFAULT OF BUYER UNDER THIS AGREEMENT; (2) THE ACTUAL DAMAGES SUFFERED AND COSTS INCURRED BY SELLER AS A RESULT OF SUCH WITHDRAWAL AND FAILURE TO CLOSE DUE TO A DEFAULT OF BUYER UNDER THIS AGREEMENT WOULD BE EXTREMELY DIFFICULT AND IMPRACTICAL TO DETERMINE; (3) BUYER SEEKS TO LIMIT ITS LIABILITY UNDER THIS AGREEMENT TO THE AMOUNT OF THE XXXXXXX MONEY IN THE EVENT THIS AGREEMENT IS TERMINATED AND THE TRANSACTION CONTEMPLATED BY THIS AGREEMENT DOES NOT CLOSE DUE TO A DEFAULT OF BUYER UNDER THIS AGREEMENT; AND (4) THE AMOUNT OF THE XXXXXXX MONEY SHALL BE AND DOES CONSTITUTE VALID LIQUIDATED DAMAGES. All of the foregoing shall be without limitation upon the rights and remedies of Seller hereunder, at law or in equity, in the event of a default by Buyer pursuant to Sections 6.2, 6.5, 8, 13.3, or 18.3, or pursuant to any covenant, agreement, indemnity, representation or warranty of Buyer that survives the Closing or the termination of this Agreement. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS SECTION, IF BUYER BRINGS AN ACTION AGAINST SELLER FOR AN ALLEGED BREACH OR DEFAULT BY SELLER OF ITS OBLIGATIONS UNDER THIS AGREEMENT, RECORDS A LIS PENDENS OR OTHERWISE ENJOINS OR RESTRICTS SELLER’S DAMAGES ABILITY TO SELL AND NOT TRANSFER THE PROPERTY OR REFUSES TO CONSENT TO OR INSTRUCT RELEASE OF THE XXXXXXX MONEY TO SELLER IF REQUIRED BY CLOSING AGENT (EACH A PENALTY“BUYER’S ACTION”), AND SHALL (ASIDE FROM THE LEASE IMPLICATIONS, WHICH SELLER SHALL NOT BE LIMITED IN ANY WAY RESTRICTED BY THE PROVISIONS OF THIS SECTION BE SELLER’S SOLE AND EXCLUSIVE REMEDY FROM BRINGING AN ACTION AGAINST BUYER ARISING SEEKING EXPUNGEMENT OR RELIEF FROM A FAILURE OF THE SALE TO CLOSE. IN ADDITIONANY IMPROPERLY FILED LIS PENDENS, BUYER SHALL PAY ALL INJUNCTION OR OTHER RESTRAINT, AND/OR RECOVERING FEES, COSTS AND EXPENSES ALLOCABLE (INCLUDING ATTORNEYS’ FEES) WHICH SELLER MAY SUFFER OR INCUR AS A RESULT OF ANY BUYER’S ACTION BUT ONLY TO BUYER PURSUANT THE EXTENT THAT SELLER IS THE PREVAILING PARTY; AND THE AMOUNT OF ANY SUCH FEES, COSTS AND EXPENSES AWARDED TO SECTION 6(A)SELLER SHALL BE IN ADDITION TO THE LIQUIDATED DAMAGES SET FORTH HEREIN. NOTHING IN THIS AGREEMENT SHALL, HOWEVER, BE DEEMED TO LIMIT BUYER’S LIABILITY TO SELLER FOR DAMAGES OR INJUNCTIVE RELIEF FOR BREACH OF BUYER’S INDEMNITY OBLIGATIONS UNDER THIS AGREEMENT OR FOR ATTORNEYS’ FEES AND COSTS AS WELL AS ALL TITLE AND ESCROW CANCELLATION CHARGESPROVIDED BELOW. NOTWITHSTANDING THE FOREGOING, IN NO EVENT SHALL THIS SECTION 7(A) LIMIT THE DAMAGES RECOVERABLE BY EITHER PARTY AGAINST THE OTHER PARTY DUE BUYER MAY FILE A LIS PENDENS TO THE OTHER PARTY’S OBLIGATION EXTENT NECESSARY TO INDEMNIFY SUCH PARTY IN ACCORDANCE WITH SECTION 14 OF THIS AGREEMENT. BY SEPARATELY EXECUTING THIS SECTION 7(A). BELOW, BUYER AND SELLER ACKNOWLEDGE THAT THEY HAVE READ AND UNDERSTOOD THE ABOVE PROVISION COVERING LIQUIDATED DAMAGES, AND THAT EACH PARTY WAS REPRESENTED BY COUNSEL WHO EXPLAINED THE CONSEQUENCES OF THIS LIQUIDATED DAMAGES PROVISION AT THE TIME THIS AGREEMENT WAS EXECUTED. BMR-GAZELLE COURT LLC ISIS PHARMACEUTICALS, INC. By: By: Name: Name: Title: Title:PRESERVE A CLAIM FOR SPECIFIC PERFORMANCE.

Buyer’s Default. Provided that In the event Seller is not in default under this Agreement and the Agreement has materially complied not otherwise been terminated by Buyer pursuant to Buyer's termination rights as more fully described herein, and Buyer defaults with respect to the performance of its obligations hereunder and the conditions set forth in Section 4B have been satisfiedhereunder, if Buyer fails to complete the Closing in accordance with the terms of this AgreementSeller may, then in addition to (i) any rights or remedies that Seller may have in connection therewith under the Lease, and (ii) any loss of rights that Buyer may incur in connection therewith and under the Lease (collectively, the “Lease Implications”), the Deposit shall be retained by Seller as liquidated and agreed damages for such breach, which shall be Seller’s at its sole and exclusive right option, terminate the Agreement and remedy under have the Deposit, including any interest thereon, delivered to it and retain any non-refundable Extension Fees made pursuant to this Agreement for such breachby Buyer, whereupon this Agreement all rights, duties, liabilities and responsibilities of Buyer and Seller shall become null and void void, and neither party hereto the parties shall have be released of any further rights, liabilities or obligations hereunder and all liability to each other except for those obligations which specifically survive Closing. It is expressly provided, however, that Seller shall provide Buyer with written notice of any non-monetary default hereunder, which notice shall provide Buyer with a ten (10) business day grace period within which to cure any such default of which notice has been given or, provided that Buyer commences and proceeds diligently, in the event that such cure cannot be reasonably addressed or resolved within such ten (10) day period, Buyer shall have such time period as commercially reasonable to cure a default of the nature noticed to Buyer by Seller, not to exceed thirty (30) days, provided, however, that there shall be no cure period available in the event of a monetary default or in the event that the Buyer fails to close on the Closing Date. Seller's termination pursuant to this Paragraph 19 shall also be deemed a termination of the Lakeview Agreement, and Escrow Agent shall deliver the Lakeview Deposit, plus accrued interest, if any, to Seller, the Lakeview Agreement shall be null and void and the parties shall be released of any and all liability to each other except for those obligations which specifically survive termination THE PARTIES ACKNOWLEDGE THAT SELLER’S ACTUAL DAMAGES IN THE EVENT THE SALE IS NOT CONSUMMATED ARE EXTREMELY DIFFICULT OR IMPRACTICABLE TO DETERMINE AT THE EFFECTIVE DATE. THEREFORE, BY SEPARATELY EXECUTING THIS SECTION 7(A) BELOW, THE PARTIES ACKNOWLEDGE THAT THE AMOUNT OF THE DEPOSIT HAS BEEN AGREED UPON, AFTER NEGOTIATION, AS THE PARTIES’ REASONABLE ESTIMATE OF SELLER’S DAMAGES AND NOT A PENALTY, AND SHALL (ASIDE FROM THE LEASE IMPLICATIONS, WHICH SHALL NOT BE LIMITED IN ANY WAY BY THIS SECTION BE SELLER’S SOLE AND EXCLUSIVE REMEDY AGAINST BUYER ARISING FROM A FAILURE OF THE SALE TO CLOSE. IN ADDITION, BUYER SHALL PAY ALL COSTS AND EXPENSES ALLOCABLE TO BUYER PURSUANT TO SECTION 6(A), AS WELL AS ALL TITLE AND ESCROW CANCELLATION CHARGES. NOTWITHSTANDING THE FOREGOING, IN NO EVENT SHALL THIS SECTION 7(A) LIMIT THE DAMAGES RECOVERABLE BY EITHER PARTY AGAINST THE OTHER PARTY DUE TO THE OTHER PARTY’S OBLIGATION TO INDEMNIFY SUCH PARTY IN ACCORDANCE WITH SECTION 14 OF THIS AGREEMENT. BY SEPARATELY EXECUTING THIS SECTION 7(A). BELOW, BUYER AND SELLER ACKNOWLEDGE THAT THEY HAVE READ AND UNDERSTOOD THE ABOVE PROVISION COVERING LIQUIDATED DAMAGES, AND THAT EACH PARTY WAS REPRESENTED BY COUNSEL WHO EXPLAINED THE CONSEQUENCES OF THIS LIQUIDATED DAMAGES PROVISION AT THE TIME THIS AGREEMENT WAS EXECUTED. BMR-GAZELLE COURT LLC ISIS PHARMACEUTICALS, INC. By: By: Name: Name: Title: Title:of the Lakeview Agreement.

Buyer’s Default. Provided that Seller has materially complied with its obligations hereunder and the conditions set forth in Section 4B have been satisfied, if Buyer fails to complete the Closing in accordance with the terms of this Agreement, then in addition to If (i) at or prior to the Closing Date, Buyer refuses or fails to consummate the purchase of any rights Property pursuant to this Agreement for any reason other than termination hereof pursuant to the terms hereof or remedies that a default by the related Seller may have in connection therewith under with respect to the LeaseProperty owned by it, and or (ii) any loss representation or warranty made by or on behalf of rights that Buyer may incur herein shall have been materially incorrect when made and shall remain as of such Closing Date incorrect in connection therewith any material respect, or (iii) Buyer shall otherwise fail in any material respect to perform any of its obligations as and under the Lease (collectivelywhen required hereunder, the “Lease Implications”), the Deposit shall be retained by Seller then Sellers as liquidated and agreed damages for such breach, which shall be Seller’s their sole and exclusive remedy, shall have the right and remedy under to terminate this Agreement for such breachby giving Buyer and Escrowee written notice thereof, whereupon this Agreement shall become null and void and in which event neither party hereto Sellers nor Buyer shall have any further rights, liabilities duties or obligations hereunder (except those to the extent this Agreement specifically provides for the survival of certain obligations which expressly survive termination THE PARTIES ACKNOWLEDGE THAT SELLER’S ACTUAL DAMAGES IN THE EVENT THE SALE IS NOT CONSUMMATED ARE EXTREMELY DIFFICULT OR IMPRACTICABLE TO DETERMINE AT THE EFFECTIVE DATE. THEREFOREof Buyer) and Sellers shall be entitled to receive, BY SEPARATELY EXECUTING THIS SECTION 7(A) BELOW, THE PARTIES ACKNOWLEDGE THAT THE AMOUNT OF THE DEPOSIT HAS BEEN AGREED UPON, AFTER NEGOTIATION, AS THE PARTIES’ REASONABLE ESTIMATE OF SELLER’S DAMAGES AND NOT A PENALTY, AND SHALL as liquidated damages (ASIDE FROM THE LEASE IMPLICATIONS, WHICH SHALL NOT BE LIMITED IN ANY WAY BY THIS SECTION BE SELLER’S SOLE AND EXCLUSIVE REMEDY AGAINST BUYER ARISING FROM A FAILURE OF THE SALE TO CLOSE. IN ADDITION, BUYER SHALL PAY ALL COSTS AND EXPENSES ALLOCABLE TO BUYER PURSUANT TO SECTION 6(ASellers and Buyer hereby acknowledging that the amount of damages resulting from any such breach of this Agreement by Buyer would be difficult or impossible to accurately ascertain), AS WELL AS ALL TITLE AND ESCROW CANCELLATION CHARGESthe remaining balance of the Deposit, and Escrowee shall immediately deliver to Sellers the remaining balance of the Deposit. NOTWITHSTANDING THE FOREGOINGNotwithstanding the foregoing, IN NO EVENT SHALL THIS SECTION 7(A(x) LIMIT THE DAMAGES RECOVERABLE BY EITHER PARTY AGAINST THE OTHER PARTY DUE TO THE OTHER PARTY’S OBLIGATION TO INDEMNIFY SUCH PARTY IN ACCORDANCE WITH SECTION 14 OF THIS AGREEMENTin the event of any default by Buyer under this Agreement due to a breach after the closing contemplated hereby with respect to a particular Property, or of any covenant or indemnity which survives closing or any termination (partial or otherwise) hereof, the related Seller shall have any and all rights and remedies available at law or in equity by reason of such default or (y) if any Seller shall discover after closing with respect to the Property owned by it that any warranty or representation made by Buyer herein or in connection with the transactions contemplated herein was materially incorrect or breached when made, the provisions of Paragraph 15(b) shall apply with respect thereto. BY SEPARATELY EXECUTING THIS SECTION 7(AIf Buyer terminates (partially or otherwise) this Agreement pursuant to a right granted to Buyer hereunder to do so, then neither Sellers nor Buyer shall have any further rights, duties or obligations hereunder (in the case of a partial termination, then only as to the Property in question), except to the extent this Agreement specifically provides for the survival of certain obligations of Buyer, and the Deposit or the Termination Return Portion, as applicable, together with all accrued interest thereon, shall be returned to Buyer. BELOW, BUYER AND SELLER ACKNOWLEDGE THAT THEY HAVE READ AND UNDERSTOOD THE ABOVE PROVISION COVERING LIQUIDATED DAMAGES, AND THAT EACH PARTY WAS REPRESENTED BY COUNSEL WHO EXPLAINED THE CONSEQUENCES OF THIS LIQUIDATED DAMAGES PROVISION AT THE TIME THIS AGREEMENT WAS EXECUTED. BMR-GAZELLE COURT LLC ISIS PHARMACEUTICALS, INC. By: By: Name: Name: Title: Title:Neither Buyer's nor any related Seller's attendance or appearance at closing shall be deemed to nullify or void the provisions of this Paragraph.

Buyer’s Default. Provided that Seller has materially complied with its obligations hereunder IF THE CLOSING UNDER THIS AGREEMENT FAILS TO OCCUR BY REASON OF A MATERIAL BREACH BY BUYER UNDER THIS AGREEMENT OR A FAILURE OF A SELLER CONDITION TO CLOSE AS PROVIDED IN SECTION 4.3.2 ABOVE (OTHER THAN A FAILURE OF ANY CONDITION SET FORTH IN SUBSECTIONS 4.3.2(C) OR (D) THAT IS NOT CAUSED BY BUYER) (AND BUYER DOES NOT CURE SUCH MATERIAL DEFAULT, BREACH OR FAILURE OF CONDITION WITHIN FIVE (5) DAYS FOLLOWING NOTICE THEREOF FROM SELLER, EXCEPT NO NOTICE OR 12411789.7 18 12411789 19 12411789 19 12411789 20 12411789 20 not be deemed to be the agent of either of the parties, and the conditions set forth Escrow Holder shall not be liable to either of the parties for any act or omission on its part, other than for its gross negligence or willful misconduct. The Seller and the Buyer shall jointly and severally indemnify and hold the Escrow Holder harmless from and against all costs, claims and expenses, including reasonable attorneys’ fees and disbursements, incurred in Section 4B have been satisfiedconnection with the performance of the Escrow Holder’s duties hereunder. The Escrow Holder shall not be liable to either of the parties: (i) for levies by taxing authorities based upon the taxpayer identification number used to establish the escrow account for the Deposit, if and (ii) in the event of failure, insolvency, or inability of the depositary bank to pay the Deposit, or accrued interest upon demand for withdrawal. Seller and Buyer fails agree to complete execute such reasonable additional and supplementary escrow instructions as may be necessary to enable the Closing in accordance Escrow Holder to comply with the terms of this Agreement; provided, then however, that in addition to (i) the event of any rights conflict between the provisions of this Agreement and any such additional or remedies that Seller may have in connection therewith under the Lease, and (ii) any loss of rights that Buyer may incur in connection therewith and under the Lease (collectivelysupplementary escrow instructions, the “Lease Implications”), the Deposit shall be retained by Seller as liquidated and agreed damages for such breach, which shall be Seller’s sole and exclusive right and remedy under this Agreement for such breach, whereupon terms of this Agreement shall become null and void and neither party hereto shall have any further rights, liabilities or obligations hereunder except those obligations which expressly survive termination THE PARTIES ACKNOWLEDGE THAT SELLER’S ACTUAL DAMAGES IN THE EVENT THE SALE IS NOT CONSUMMATED ARE EXTREMELY DIFFICULT OR IMPRACTICABLE TO DETERMINE AT THE EFFECTIVE DATE. THEREFORE, BY SEPARATELY EXECUTING THIS SECTION 7(A) BELOW, THE PARTIES ACKNOWLEDGE THAT THE AMOUNT OF THE DEPOSIT HAS BEEN AGREED UPON, AFTER NEGOTIATION, AS THE PARTIES’ REASONABLE ESTIMATE OF SELLER’S DAMAGES AND NOT A PENALTY, AND SHALL (ASIDE FROM THE LEASE IMPLICATIONS, WHICH SHALL NOT BE LIMITED IN ANY WAY BY THIS SECTION BE SELLER’S SOLE AND EXCLUSIVE REMEDY AGAINST BUYER ARISING FROM A FAILURE OF THE SALE TO CLOSE. IN ADDITION, BUYER SHALL PAY ALL COSTS AND EXPENSES ALLOCABLE TO BUYER PURSUANT TO SECTION 6(A), AS WELL AS ALL TITLE AND ESCROW CANCELLATION CHARGES. NOTWITHSTANDING THE FOREGOING, IN NO EVENT SHALL THIS SECTION 7(A) LIMIT THE DAMAGES RECOVERABLE BY EITHER PARTY AGAINST THE OTHER PARTY DUE TO THE OTHER PARTY’S OBLIGATION TO INDEMNIFY SUCH PARTY IN ACCORDANCE WITH SECTION 14 OF THIS AGREEMENT. BY SEPARATELY EXECUTING THIS SECTION 7(A). BELOW, BUYER AND SELLER ACKNOWLEDGE THAT THEY HAVE READ AND UNDERSTOOD THE ABOVE PROVISION COVERING LIQUIDATED DAMAGES, AND THAT EACH PARTY WAS REPRESENTED BY COUNSEL WHO EXPLAINED THE CONSEQUENCES OF THIS LIQUIDATED DAMAGES PROVISION AT THE TIME THIS AGREEMENT WAS EXECUTED. BMR-GAZELLE COURT LLC ISIS PHARMACEUTICALS, INC. By: By: Name: Name: Title: Title:control.

Buyer’s Default. Provided Because (i) anticipated damages hereunder are uncertain in amount and difficult to prove, (ii) the parties hereto wish to liquidate said damages in advance, and (iii) the Deposit paid pursuant to this Agreement is not greatly disproportionate to the damage reasonably anticipated in the event of Buyer's default, it is further agreed that Seller has materially complied with its if the Buyer defaults in the performance of Buyer's obligations hereunder and the conditions set forth in Section 4B have been satisfied, if Buyer fails pursuant to complete the Closing in accordance with the terms of this Agreement, Seller's sole and exclusive remedy shall be to cancel this Agreement and retain the Deposit together with interest accrued thereon as liquidated damages provided however, that before Buyer shall be deemed in default hereof, Seller shall give Buyer written notice thereof and an opportunity to cure the same not to exceed the earlier to occur of the date of Closing or ten (10) Days following the date of such notice (or such shorter period as is reasonable in the case of an emergency or if the possibility of liability to Seller shall exist) but in no case beyond the date of Closing and only to the extent that the funding time for Seller's loan payoff can be achieved on that date (unless Buyer shall pay the "Excess Payoff Cost" as hereinafter defined as an additional cost of cure in which case the cure period may be extended the full ten days including the portion thereof which extends beyond the date and time of Closing necessary to pay the loan off in a timely fashion), and if Buyer shall cure such default within said period and shall pay to Seller the Excess Payoff Cost if applicable, then Buyer shall not be deemed in default hereof. In order for Buyer to extend the aforesaid cure period for the full ten days inclusive of the portion thereof which extends beyond the date of Closing and the wire time on the date of Closing, Buyer must pay to Seller, in addition to all other sums due Seller hereunder and as an additional cost of cure, the difference between what Seller would have been obligated to pay its mortgage lender as a full payoff of the loan had the loan been paid off on March 3, 2008 on or before 2:00 pm North Carolina time as required by this Agreement and the actual cost of the payoff when finally made (isuch excess cost being referred to herein as the "Excess Payoff Cost") any rights or remedies which sum shall be due and payable together with and as and when the payment of the Purchase Price is required to be made pursuant hereto. In no case shall the Excess Payoff Cost be a negative number. The payoff amounts utilized for the aforesaid Excess Payoff Cost calculation shall be as established by the said mortgage lender in its payoff letter to the Seller. The Buyer also acknowledges and agrees that Seller may have in connection therewith under the Lease, and (ii) any loss of rights that Buyer may incur in connection therewith and under the Lease (collectively, the “Lease Implications”), the Deposit shall be retained by Seller as liquidated and agreed damages for such breach, which shall be Seller’s sole and exclusive right and remedy under this Agreement for such breach, whereupon this Agreement shall become null and void and neither party hereto shall have the right in such case to reschedule the Closing for a date in which its loan may be repaid taking into consideration any further rightsadvance notice required by its lender, liabilities or obligations hereunder except those obligations which expressly survive termination THE PARTIES ACKNOWLEDGE THAT SELLER’S ACTUAL DAMAGES IN THE EVENT THE SALE IS NOT CONSUMMATED ARE EXTREMELY DIFFICULT OR IMPRACTICABLE TO DETERMINE AT THE EFFECTIVE DATE. THEREFORE, BY SEPARATELY EXECUTING THIS SECTION 7(Abut not later than thirty one (31) BELOW, THE PARTIES ACKNOWLEDGE THAT THE AMOUNT OF THE DEPOSIT HAS BEEN AGREED UPON, AFTER NEGOTIATION, AS THE PARTIES’ REASONABLE ESTIMATE OF SELLER’S DAMAGES AND NOT A PENALTY, AND SHALL Days after the expiration of the ten (ASIDE FROM THE LEASE IMPLICATIONS, WHICH SHALL NOT BE LIMITED IN ANY WAY BY THIS SECTION BE SELLER’S SOLE AND EXCLUSIVE REMEDY AGAINST BUYER ARISING FROM A FAILURE OF THE SALE TO CLOSE. IN ADDITION, BUYER SHALL PAY ALL COSTS AND EXPENSES ALLOCABLE TO BUYER PURSUANT TO SECTION 6(A), AS WELL AS ALL TITLE AND ESCROW CANCELLATION CHARGES. NOTWITHSTANDING THE FOREGOING, IN NO EVENT SHALL THIS SECTION 7(A10) LIMIT THE DAMAGES RECOVERABLE BY EITHER PARTY AGAINST THE OTHER PARTY DUE TO THE OTHER PARTY’S OBLIGATION TO INDEMNIFY SUCH PARTY IN ACCORDANCE WITH SECTION 14 OF THIS AGREEMENT. BY SEPARATELY EXECUTING THIS SECTION 7(A). BELOW, BUYER AND SELLER ACKNOWLEDGE THAT THEY HAVE READ AND UNDERSTOOD THE ABOVE PROVISION COVERING LIQUIDATED DAMAGES, AND THAT EACH PARTY WAS REPRESENTED BY COUNSEL WHO EXPLAINED THE CONSEQUENCES OF THIS LIQUIDATED DAMAGES PROVISION AT THE TIME THIS AGREEMENT WAS EXECUTED. BMR-GAZELLE COURT LLC ISIS PHARMACEUTICALS, INC. By: By: Name: Name: Title: Title:Day cure period.

Buyer’s Default. Provided Buyer’s Default. Buyer shall be deemed to be in default under this Agreement if Buyer fails, for any reason other than Seller’s default under this Agreement or the failure of a condition precedent to Buyer’s obligation to perform under this Agreement, to meet, comply with, or perform any covenant, agreement, or obligation required on its part within the time limits and in the manner required in this Agreement, or a material breach shall have occurred of any representation or warranty (made by Buyer) by reason of Buyer’s actual fraud or intentional misrepresentation; provided, however, that no such default shall be deemed to have occurred unless and until Seller has materially complied with its obligations hereunder and the conditions set forth in Section 4B have been satisfied, if given Buyer fails to complete the Closing in accordance with the terms written notice of this Agreement, then in addition to (i) any rights or remedies that Seller may have in connection therewith under describing the Leasenature of the default, and Buyer has failed to cure such default within a commercially reasonable time business days after the receipt of such notice (ii) but in any loss event before the Closing Date, unless such default occurs after Closing). Buyer and Seller acknowledge that Seller, acting in good faith and on the verbal assurances of rights that Buyer may incur the Buyer, has delivered a written 30-day notice of termination of Lease to the Tenant in connection therewith and under advance of the Lease (collectivelyEffective Date of this Agreement. Seller is directly assisting Tenant’s effort to find a suitable location into which Tenant can immediately relocate. Despite such commercially reasonable efforts, the “Lease Implications”)Closing may be delayed due to normal business requirements, such as qualifying for and negotiating a lease along with moving existing business operations. Also, Tenant may unlawfully detain its occupancy of the Deposit Building thereby causing further delays in the Closing. Notwithstanding the foregoing, in the event Tenant has relocated and Escrow is otherwise in a condition to Close, and Buyer further delays the Closing, Buyer will execute a month to month rental agreement for the Real Property with Seller in the amount of $17,000 per month, provided however, that such paid rent shall be retained by Seller as liquidated and agreed damages for such breach, which shall be Seller’s sole and exclusive right and remedy under this Agreement for such breach, whereupon this Agreement shall become null and void and neither party hereto shall have any further rights, liabilities or obligations hereunder except those obligations which expressly survive termination THE PARTIES ACKNOWLEDGE THAT SELLER’S ACTUAL DAMAGES IN THE EVENT THE SALE IS NOT CONSUMMATED ARE EXTREMELY DIFFICULT OR IMPRACTICABLE TO DETERMINE AT THE EFFECTIVE DATE. THEREFORE, BY SEPARATELY EXECUTING THIS SECTION 7(A) BELOW, THE PARTIES ACKNOWLEDGE THAT THE AMOUNT OF THE DEPOSIT HAS BEEN AGREED UPON, AFTER NEGOTIATION, AS THE PARTIES’ REASONABLE ESTIMATE OF SELLER’S DAMAGES AND NOT A PENALTY, AND SHALL (ASIDE FROM THE LEASE IMPLICATIONS, WHICH SHALL NOT BE LIMITED IN ANY WAY BY THIS SECTION BE SELLER’S SOLE AND EXCLUSIVE REMEDY AGAINST BUYER ARISING FROM A FAILURE OF THE SALE TO CLOSE. IN ADDITION, BUYER SHALL PAY ALL COSTS AND EXPENSES ALLOCABLE TO BUYER PURSUANT TO SECTION 6(A), AS WELL AS ALL TITLE AND ESCROW CANCELLATION CHARGES. NOTWITHSTANDING THE FOREGOING, IN NO EVENT SHALL THIS SECTION 7(A) LIMIT THE DAMAGES RECOVERABLE BY EITHER PARTY AGAINST THE OTHER PARTY DUE TO THE OTHER PARTY’S OBLIGATION TO INDEMNIFY SUCH PARTY IN ACCORDANCE WITH SECTION 14 OF THIS AGREEMENT. BY SEPARATELY EXECUTING THIS SECTION 7(A). BELOW, BUYER AND SELLER ACKNOWLEDGE THAT THEY HAVE READ AND UNDERSTOOD THE ABOVE PROVISION COVERING LIQUIDATED DAMAGES, AND THAT EACH PARTY WAS REPRESENTED BY COUNSEL WHO EXPLAINED THE CONSEQUENCES OF THIS LIQUIDATED DAMAGES PROVISION AT THE TIME THIS AGREEMENT WAS EXECUTED. BMR-GAZELLE COURT LLC ISIS PHARMACEUTICALS, INC. By: By: Name: Name: Title: Title:subject to proration at a rate of $577 per day at the Close of Escrow.

Buyer’s Default. Provided that If the buyer defaults under this agreement, the seller may, at the seller’s option, pursue all legal and equitable remedies available to the seller under Korean Law, or the seller may retain the deposit as liquidated damages. The Buyer will indemnify Seller has materially complied with its obligations hereunder and the conditions set forth in Section 4B have been satisfiedrespect to all losses, if Buyer fails to complete the Closing in accordance with the terms of this Agreementdamages, then in addition to (i) any rights or remedies that Seller may have in connection therewith under the Leaseliabilities, and expenses (iiincluding attorney fees) any loss of rights that Buyer may incur in connection therewith and under the Lease (collectively, the “Lease Implications”), the Deposit shall be retained incurred by Seller as liquidated and agreed damages for such breach, which shall be Sellerby reason of any failure of Buyer to comply with any of Buyer’s sole and exclusive right and remedy obligations under this Agreement for such breach, whereupon this Agreement shall become null and void and neither party hereto shall have any further rights, liabilities or obligations hereunder except those obligations which expressly survive termination THE PARTIES ACKNOWLEDGE THAT SELLER’S ACTUAL DAMAGES agreement. LIMITATION OF DAMAGES: IN THE EVENT THE SALE ANY RECOVERY IS NOT CONSUMMATED ARE EXTREMELY DIFFICULT OR IMPRACTICABLE TO DETERMINE AT THE EFFECTIVE DATE. THEREFORE, BY SEPARATELY EXECUTING THIS SECTION 7(A) BELOW, THE PARTIES ACKNOWLEDGE THAT THE AMOUNT OF THE DEPOSIT HAS BEEN AGREED UPON, AFTER NEGOTIATION, AS THE PARTIES’ REASONABLE ESTIMATE OF SELLER’S DAMAGES AND NOT A PENALTY, AND SHALL (ASIDE FROM THE LEASE IMPLICATIONS, WHICH SHALL NOT BE LIMITED IN ANY WAY BY THIS SECTION BE SELLER’S SOLE AND EXCLUSIVE REMEDY MADE AGAINST BUYER ARISING FROM A FAILURE OF THE SALE TO CLOSE. IN ADDITION, BUYER SHALL PAY ALL COSTS AND EXPENSES ALLOCABLE TO BUYER SELLER PURSUANT TO SECTION 6(A), AS WELL AS ALL TITLE AND ESCROW CANCELLATION CHARGES. NOTWITHSTANDING THE FOREGOING, IN NO EVENT SHALL THIS SECTION 7(A) LIMIT THE DAMAGES RECOVERABLE BY EITHER PARTY AGAINST THE OTHER PARTY DUE TO THE OTHER PARTY’S OBLIGATION TO INDEMNIFY SUCH PARTY IN ACCORDANCE WITH SECTION 14 OF THIS AGREEMENT. BY SEPARATELY EXECUTING THIS SECTION 7(A). BELOW, BUYER AND SELLER ACKNOWLEDGE EXPRESSLY AGREE THAT THEY HAVE READ AND UNDERSTOOD SAID RECOVERY SHALL NOT EXCEED THE ABOVE PROVISION COVERING LIQUIDATED DAMAGES, PURCHASE PRICE UNDER THIS AGREEMENT AND THAT EACH PARTY WAS REPRESENTED SAID RECOVERY SHALL ONLY BE PAID AFTER BUYER RETURNS THE GOODS IN THE SAME CONDITION WHEN SHIPPED, WITH THE COST OF SHIPPING PAID BY COUNSEL WHO EXPLAINED THE CONSEQUENCES OF THIS LIQUIDATED DAMAGES PROVISION AT THE TIME THIS AGREEMENT WAS EXECUTEDBUYER TO SELLER. BMR-GAZELLE COURT LLC ISIS PHARMACEUTICALSTERMS: Payment is due in full prior to shipping at Seller’s place of business in Korea with mentioned currency. The parties acknowledge and agree that the place of contracting for all purposes shall be considered to be at the Seller's place of business in Korea. It is understood that acceptance of this purchase agreement shall constitute a contract between the parties. It is further understood there are no conditions or agreements outside of this purchase agreement. While care is taken to give a reliable description, INCSeller makes no warranty of any description of goods sold. ByBuyer acknowledges it has independently verified or had ample opportunity to independently verify all equipment descriptions, components, parts, spare parts, capabilities and other details. Seller reserves the right to correct, alter or revise all equipment descriptions, capabilities and other details. LIMITATIONS PERIOD: ByAn action for breach of this purchase agreement cannot be brought more than one year after the accrual of the cause of action. AMENDMENT: Name: Name: Title: Title:This purchase agreement may only be amended or modified by a writing signed by all parties.