Common use of Damage Clause in Contracts

Damage. If the Premises or any appurtenant areas of the Building or Property necessary to provide access to the Premises or services to, or rights of, Tenant as required hereunder (collectively, the “Restoration Areas”) are damaged in whole or part because of fire or other insured casualty (“Casualty”), or if the Restoration Areas are subject to a taking in connection with the exercise of any power of eminent domain, condemnation, or purchase under threat or in lieu thereof (any of the foregoing, a “Taking”), then unless this Lease is terminated in accordance with Section 15.2 below, Landlord shall, subject to the last sentence of this Section 15.1, restore the Restoration Areas to substantially the same condition as existed prior to such Casualty, or in the event of a partial Taking which affects the Restoration Areas, restore the remainder of the Restoration Areas not so Taken to substantially the same condition as is reasonably feasible. If any other portion of the Building is damaged by Casualty or Taking, then Landlord may elect not to restore the same so long as the affected portions of the Building (other than the Restoration Areas) are otherwise repaired in a manner consistent with first class office and laboratory use. If, in Landlord’s reasonable judgment, any element of the Tenant-Insured Improvements can more effectively be restored as an integral part of Landlord’s restoration of the Building or the Premises, such restoration shall also be made by Landlord, but at Tenant’s sole cost and expense (subject to the amount of insurance proceeds received by Tenant or that would have been

Damage. If the Premises or any appurtenant areas of the Building or Property necessary to provide access to the Premises or services to, or rights of, Tenant as required hereunder (collectively, the “Restoration Areas”) are damaged in whole or part because of fire or other insured casualty (“Casualty”), or if the Restoration Areas Premises are subject to a taking in connection with the exercise of any power of eminent domain, condemnation, or purchase under threat or in lieu thereof (any of the foregoing, a “Taking”), then unless this Lease is terminated in accordance with Section 15.2 below, Landlord shall, subject to the last sentence of this Section 15.1, shall restore the Restoration Areas Building and/or the Premises to substantially the same condition as existed prior to such Casualtyon the Term Commencement Date, or in the event of a partial Taking which affects the Restoration AreasBuilding and the Premises, restore the remainder of the Restoration Areas Building and the Premises not so Taken Taker to substantially the same condition as is reasonably feasible. If any other portion of the Building is damaged by Casualty or Taking, then Landlord may elect not to restore the same so long as the affected portions of the Building (other than the Restoration Areas) are otherwise repaired in a manner consistent with first class office and laboratory use. If, in Landlord’s reasonable judgment, any element of the Tenant-Insured Improvements can more effectively be restored as an integral part of Landlord’s restoration of the Building or the Premises, such restoration shall also be made by Landlord, but at Tenant’s sole cost and expense (subject expense. Subject to rights of Mortgagees, delays caused by any of the amount Tenant Parties, Legal Requirements then in existence and to delays for adjustment of insurance proceeds received or Taking awards, as the case may be, and instances of force majeure, Landlord shall substantially complete such restoration within one (1) year after Landlord’s receipt of all required permits therefor with respect to substantial reconstruction of at least 50% of the Building, or, within one hundred eighty (180) days after Landlord’s receipt of all required permits therefor in the case of restoration of less than 50% of the Building. Upon substantial completion of such restoration by Landlord, Tenant shall use diligent efforts to complete restoration of the Premises to substantially the same condition as existed immediately prior to such Casualty or that would have beenTaking, as the case may be, as soon as reasonably possible. Tenant agrees to cooperate with Landlord in such manner as Landlord may reasonably request to assist Landlord in collecting insurance proceeds due in connection with any Casualty which affects the Premises or the Building. In no event shall Landlord he required to expend more than the Net (hereinafter defined) insurance proceeds Landlord receives for damage to the Premises and/or the Building or the Net Taking award attributable to the Premises and/or the Building. “Net” means the insurance proceeds or Taking award actually paid to Landlord (and not paid over to a Mortgagee) less all costs and expenses, including adjusters and attorney’s fees, of obtaining the same. In the Operating Year in which a Casualty occurs, there shall be included in Building Operating Costs Landlord’s deductible under its property insurance policy. Except as Landlord may elect pursuant to this Section 15.1, under no circumstances shall Landlord be required to repair any damage to, or make any repairs to or replacements of, any Tenant-Insured Improvements.

Damage. 19.1 If the Premises or any appurtenant areas of the Building are totally or Property necessary to provide access partially damaged or destroyed thereby rendering the Premises totally or partially inaccessible or unusable, then Landlord shall diligently repair and restore the Building and, only to the Premises or services to, or rights of, Tenant as required hereunder (collectivelyextent insurance proceeds are made available from Tenant's insurer, the “Restoration Areas”) are damaged in whole or part because of fire or other insured casualty (“Casualty”)improvements within the Premises, or if the Restoration Areas are subject to a taking in connection with the exercise of any power of eminent domain, condemnation, or purchase under threat or in lieu thereof (any of the foregoing, a “Taking”), then unless this Lease is terminated in accordance with Section 15.2 below, Landlord shall, subject to the last sentence of this Section 15.1, restore the Restoration Areas to substantially the same condition as existed they were in prior to such Casualtydamage or destruction; provided, however, that if (i) in Landlord's reasonable judgment such repair and restoration cannot be completed within one hundred eighty (180) days after the occurrence of such damage or in destruction (taking into account the event time needed for effecting a satisfactory settlement with any insurance company involved, removal of a partial Taking which affects the Restoration Areasdebris, restore the remainder preparation of plans and issuance of all required governmental permits) or (ii) twenty percent (20%) or more of the Restoration Areas not so Taken to substantially the same condition as is reasonably feasible. If any other portion Premises or fifty percent (50%) or more of the Building is damaged by Casualty and less than one (1) year would remain of the Lease Term or Takingany renewal thereof upon completion of the repairs, then Landlord may elect not either party shall have the right, at its sole option, to restore the same so long terminate this Lease as the affected portions of the Building sixtieth (60th) day after such damage or destruction by giving written notice of termination to the other than party within forty-five (45) days after the Restoration Areas) are otherwise repaired in a manner consistent with first class office and laboratory use. Ifoccurrence of such damage or destruction. 19.2 If this Lease is terminated pursuant to Section 19.1 above, in Landlord’s reasonable judgment, any element then all rent shall be apportioned (based on the portion of the Tenant-Insured Improvements can more effectively be restored Premises which is usable after such damage or destruction) and paid to the date of termination. If this Lease is not terminated as an integral part a result of Landlord’s such damage or destruction, then until such repair and restoration of the Building and, provided insurance proceeds for the replacement of the improvements within the Premises are made available from Tenant's insurer, the Premises are substantially complete, Tenant shall be required to pay the Base Rent and Additional Rent only for the portion of the Premises that is usable while such repair and restoration are being made. Landlord shall bear the expenses of repairing and restoring the Building; provided, however, that Landlord (i) shall not be required to repair or restore the contents of the Premises, such restoration including without limitation, alterations, decorations, furnishings, fixtures and equipment used or installed in the Premises by or on behalf of Tenant and any other personal property of Tenant, and (ii) shall also be made by Landlord, but at Tenant’s sole cost required to repair and expense (subject restore the improvements within the Premises only to the amount of extent that insurance proceeds received for same are made available from Tenant's insurer. Tenant shall not be entitled to any compensation or damages from Landlord for loss of the use of the whole or any portion of the Premises or for any inconvenience or annoyance occasioned by Tenant any such damage, repair or that restoration. 19.3 Notwithstanding anything herein to the contrary, Landlord shall not be obligated to restore the Premises or the Building and shall have the right to terminate this Lease if (a) the holder of any mortgage fails or refuses to make insurance proceeds available 7for such repair and restoration, (b) zoning or other applicable laws or regulations do not permit such repair and restoration, or (c) the cost of repairing and restoring the Building would have beenexceed fifty percent (50%) of the replacement value of the Building, whether or not the Premises are damaged or destroyed, provided the leases of all other tenants in the Building are similarly terminated.

Damage. (a) If the Premises shall be damaged by fire or any appurtenant areas other casualty, the Landlord shall collect the proceeds of such insurance and immediately and with all due diligence commence to repair such damage at its expense. From the date the damage occurs to the date the repairs are complete, the rent due hereunder shall be reduced by the same percentage as the percentage of the Building Premises which, in the Tenant's reasonable judgment, cannot be safely, economically or Property necessary practically used for the operation of the Tenant's business. Anything herein to provide access the contrary notwithstanding, if in the Tenant's reasonable judgment, any damage or destruction to the Premises or services to, or rights of, Tenant as required hereunder from any cause whatsoever cannot be repaired within one hundred eighty (collectively180) days following the date such damage occurs, the “Restoration Areas”Tenant may terminate this Lease by written notice to the Landlord given within ninety (90) are damaged days following the occurrence of such damage. In addition, if any damage or destruction to the Premises from any cause whatsoever cannot be repaired, in whole or part because of fire or other insured casualty the Landlord's reasonable judgment, within one hundred eighty (“Casualty”)180) days following the date such damage occurs and the Landlord elects not to repair such damage, or the Landlord shall have the right to terminate this Lease by written notice to the Tenant given within ninety (90) days after the date such damage occurred provided that no more than three (3) calendar years remain in the term hereof. Notwithstanding the foregoing, if at the Restoration Areas are subject to a taking in connection with time the exercise of any power of eminent domain, condemnation, or purchase under threat or in lieu thereof (Landlord gives such termination notice any of the foregoing, renewal options provided for in the Lease have not yet been exercised and the Tenant exercises a “Taking”)renewal option within thirty (30) days after receipt of the Landlord's termination notice, then unless this Lease is shall not be terminated in accordance with Section 15.2 below, and the Landlord shall, subject to shall promptly commence restoration of the last sentence of this Section 15.1, restore the Restoration Areas to substantially the same condition as existed prior to such Casualty, or in Premises. (b) In the event of a partial Taking which affects the Restoration Areas, restore the remainder termination of the Restoration Areas not so Taken Lease pursuant to substantially the same condition as is reasonably feasible. If this paragraph, all insurance proceeds payable by reason of damage under policies required to be carried hereunder (excluding any other portion of the Building is damaged by Casualty or Taking, then Landlord may elect not insurance proceeds attributable to restore the same so long as the affected portions of the Building (other than the Restoration Areas) are otherwise repaired in a manner consistent with first class office and laboratory use. If, in Landlord’s reasonable judgment, any element of damage to the Tenant-Insured Improvements can more effectively 's inventory, trade fixtures, business or leasehold improvements paid for by the Tenant) shall be restored as an integral part of Landlord’s restoration of the Building or the Premises, such restoration shall also be made by Landlord, but at Tenant’s sole cost and expense (subject paid to the amount of insurance proceeds received by Tenant or that would have beenLandlord.

Damage. If the Premises or any appurtenant areas of the Building or Property necessary to provide access to the Premises or services to, or rights of, Tenant as required hereunder (collectively, the “Restoration Areas”) are damaged in whole or part because of fire or other insured casualty (“Casualty”), or if the Restoration Areas Premises are subject to a taking in connection with the exercise of any power of eminent domain, condemnation, or purchase under threat or in lieu thereof (any of the foregoing, a “Taking”), then unless this Lease is terminated in accordance with Section 15.2 below, Landlord shall, subject to the last sentence of this Section 15.1, shall restore the Restoration Areas base Building to substantially the same condition as existed prior to such Casualtyupon issuance of the certificate of occupancy therefor, or in the event of a partial Taking which affects the Restoration AreasBuilding and the Premises, restore the remainder of the Restoration Areas Building and the Premises not so Taken to substantially the same condition as is reasonably feasible. If Subject to delays due to any other portion act or omission by any of the Building is damaged Tenant Parties which causes an actual delay in the performance of Landlord’s obligations (a “Tenant Delay”), and subject further to rights of Mortgagees, Legal Requirements then in existence and to delays for adjustment of insurance proceeds or Taking awards, as the case may be, Landlord shall use diligent efforts to substantially complete such restoration within one (1) year after ▇▇▇▇▇▇▇▇’s receipt of all required permits therefor. Upon substantial completion of such restoration by Landlord, Tenant shall use diligent efforts to complete restoration of all Tenant-Insured Improvements to substantially the same condition as existed immediately prior to such Casualty or Taking, then as the case may be, as soon as reasonably possible. ▇▇▇▇▇▇ agrees to cooperate with Landlord in such manner as Landlord may elect not reasonably request to restore assist Landlord in collecting insurance proceeds due in connection with any Casualty which affects the same so long as Premises or the affected portions of the Building (other Building. In no event shall Landlord be required to expend more than the Restoration AreasNet (hereinafter defined) are otherwise repaired in a manner consistent with first class office and laboratory use. If, in Landlord’s reasonable judgment, any element of insurance proceeds Landlord receives for damage to the Tenant-Insured Improvements can more effectively be restored as an integral part of Landlord’s restoration of Premises and/or the Building or the Premises, such restoration shall also be made by Landlord, but at Tenant’s sole cost and expense (subject Net Taking award attributable to the amount of Premises and/or the Building. “Net” means the insurance proceeds received by Tenant or that would have beenTaking award actually paid to Landlord (and not paid over to a Mortgagee) less all costs and expenses, including adjusters and attorney’s fees, of obtaining the same. In the fiscal year in which a Casualty occurs, there shall be included in Operating Costs Landlord’s deductible under its property insurance policy. Except as Landlord may elect pursuant to this Section 15.1, under no circumstances shall Landlord be required to repair any damage to, or make any repairs to or replacements of, any Tenant-Insured Improvements.

Damage. If 13.1.1 Subject to terms and conditions hereof, if the Premises or any appurtenant areas of the Building are totally or Property partially damaged or destroyed from any cause, thereby rendering the Premises totally or partially inaccessible or untenantable, Landlord shall diligently (taking into account the time necessary to provide access to effectuate a satisfactory settlement with any insurance company involved) restore and repair (i) the Premises or services to, or rights of, Tenant as required hereunder (collectively, the “Restoration Areas”) are damaged in whole or part because of fire or other insured casualty (“Casualty”), or if the Restoration Areas are subject to a taking in connection with the exercise of any power of eminent domain, condemnation, or purchase under threat or in lieu thereof (any of the foregoing, a “Taking”), then unless this Lease is terminated in accordance with Section 15.2 below, Landlord shall, subject to the last sentence of this Section 15.1, restore the Restoration Areas Building to substantially the same condition as existed it was in prior to such Casualtydamage or destruction, or in and (ii) the event Original Premises, Fifth Floor Must-Take Space, Fixed Date Expansion Option Space, Unilateral Expansion Space, Identified ROFR Space and Tenanted Space leased by Tenant pursuant to the terms of a partial Taking which affects the Restoration Areasthis Lease, restore the remainder of the Restoration Areas not so Taken to substantially the same condition as is reasonably feasible. If any other that each such portion of the Building is damaged Premises was in on the date that Landlord delivered possession thereof to Tenant. 13.1.2 Within ninety (90) days after the occurrence of such damage or destruction (the “Determination Period”), Landlord will provide Tenant, in writing (the “Restoration Notice”), with a good faith written estimate (based on the restoration period estimated by Casualty a third party architect, general contractor or Takingsimilar professional) of the date by which the repairs and restoration will be completed, then including the time needed for removal of debris, preparation of plans, bidding of contracts, and issuance of all required governmental permits. 13.1.3 If, as set forth in the Restoration Notice, the repairs and restoration to be performed by Landlord may elect pursuant to Section 13.1.1 above cannot be completed within two (2) years following the occurrence of such damage or destruction, including the time needed for removal of debris, preparation of plans, bidding of contracts, and issuance of all required governmental permits, Landlord and Tenant shall each have the right to restore terminate this Lease by giving written notice to the other party at any time within thirty (30) days following expiration of the Determination Period, which termination shall be effective as of the date such party delivers notice of its election to terminate the Lease, and all liabilities and obligations. Base Rent and all Additional Rent otherwise to come due hereunder shall be abated from the date of the casualty in the same so long proportion as the affected portions untenantable portion of the Building (other than the Restoration Areas) are otherwise repaired in a manner consistent with first class office and laboratory use. If, in Landlord’s reasonable judgment, any element of the Tenant-Insured Improvements can more effectively be restored as an integral part of Landlord’s restoration of the Building or the Premises, such restoration shall also be made by Landlord, but at Tenant’s sole cost and expense (subject Premises bears to the amount of whole thereof through the date on which Landlord substantially completes the repairs and restoration to be performed by Landlord pursuant to Section 13.1. 1. If neither party terminates the Lease pursuant to the terms hereof, Landlord shall, promptly after adjusting the insurance proceeds received by Tenant or that would have beenclaim and obtaining governmental approvals for reconstruction, commence and diligently prosecute to completion the restoration pursuant to Section 13.1.1 above within the aforementioned two (2) year period.

Damage. If the Premises or any appurtenant areas of the Building or Property necessary to provide access to the Premises or services to, or rights of, Tenant as required hereunder (collectively, the “Restoration Areas”) are damaged in whole or part because of fire or other insured casualty (“Casualty”), or if the Restoration Areas are subject to a taking in connection with the exercise of any power of eminent domain, condemnation, or purchase under threat or in lieu thereof (any of the foregoing, a “Taking”), then unless this Lease is terminated in accordance with Section 15.2 below, Landlord shall, subject to the last sentence of this Section 15.1, restore the Restoration Areas to substantially the same condition as existed prior to such Casualty, or in the event of a partial Taking which affects the Restoration Areas, restore the remainder of the Restoration Areas not so Taken to substantially the same condition as is reasonably feasible. If any other portion of the Building is Premises shall be destroyed or damaged ------ by Casualty fire or Takingany other casualty, then Tenant shall immediately give notice thereof to Landlord. Within thirty (30) days of the date of Tenant's notice, Landlord may elect not shall provide Tenant with a reasonable written estimate, calculated in good faith, of the number of days that it will take to restore the same so long as Building and/or Premises (the affected portions of the Building (other than "Restoration Estimate"). If the Restoration Areas) are otherwise repaired in a manner consistent with first class office Estimate is greater -------------------- than 180 days, both Landlord and laboratory useTenant shall have the right to terminate this Lease by giving 30 days written notice to the other. IfIf the Restoration Estimate is less than 180 days, in Landlord’s reasonable judgment, any element of Landlord shall promptly commence and diligently pursue through completion the Tenant-Insured Improvements can more effectively be restored as an integral part of Landlord’s restoration of the Building and/or Premises and this Lease shall continue in full force and effect. If, however, the cost of the restoration exceeds the insurance proceeds Landlord reasonably expects to receive due to the casualty (provided, however, that the -------- ------- insurance required to be carried by Landlord by this Lease was in effect on the date of the casualty) or Landlord's lender demands that such insurance proceeds be paid to it, Landlord may terminate the Lease, subject to Tenant's right to propose keeping the Lease in effect by Tenant's paying for the restoration. If Tenant elects to do so, Tenant shall notify Landlord within ten (10) business days of receiving Landlord's notice of termination of the Lease, and the parties shall engage in good faith negotiations to determine the terms of Tenant's election to pay for the restoration; provided, however, that if the parties do -------- ------- not reach agreement to keep this Lease in effect within ten (10) business days after Tenant delivers such written notice to Landlord, then this Lease shall terminate as of the date set forth in Landlord's notice of termination. Following a casualty, Tenant's obligation to pay Rent shall be abated in proportion to the interference caused to its use and occupation of the Premises provided that Tenant no longer occupies or uses such affected Premises for the active conduct of its business. Notwithstanding the terms of the foregoing paragraph, if the casualty occurs in the last year of the Term (unless Tenant shall have renewed this Lease as provided herein) and materially affects Tenant's use or occupation of the Premises (i.e., more than 25% of the Premises has been damaged, or the Premisescost to repair is reasonably estimated by Landlord to exceed $250,000), such restoration shall also be made either Landlord or Tenant may elect to terminate this Lease by Landlord, but at Tenant’s sole cost and expense (subject giving the other party 30 days prior written notice. Notwithstanding the provisions of the immediately preceding paragraph to the amount contrary, if Landlord elects to terminate this Lease as a result of insurance proceeds received such casualty occurring in the last year of the Term (unless Tenant shall have renewed this Lease as provided herein), Tenant shall not have the right to keep this Lease in effect by Tenant or that would have beenpaying for the restoration.

Damage. If the Premises or any appurtenant areas of the Building or Property necessary to provide access to the Premises or services to, or rights of, Tenant as required hereunder (collectively, the “Restoration Areas”) are damaged in whole or part because of fire or other insured casualty (“Casualty”), or if the Restoration Areas Premises are subject to a taking in connection with the exercise of any power of eminent domain, condemnation, or purchase under threat or in lieu thereof (any of the foregoing, a “Taking”), then unless this Lease is terminated in accordance with Section 15.2 14.2 below, Landlord shall, subject to the last sentence of this Section 15.1, shall restore the Restoration Areas Building and/or the Premises to substantially the same condition as existed prior to such Casualtyimmediately following completion of Landlord’s Work, or in the event of a partial Taking which affects the Restoration AreasBuilding and the Premises, restore the remainder of the Restoration Areas Building and the Premises not so Taken to substantially the same condition as is reasonably feasible. If any other portion of the Building is damaged by Casualty or Taking, then Landlord may elect not to restore the same so long as the affected portions of the Building (other than the Restoration Areas) are otherwise repaired in a manner consistent with first class office and laboratory use. If, in Landlord’s reasonable judgment, any element of the Tenant-Insured Improvements can more effectively be restored as an integral part of Landlord’s restoration of the Building or the Premises, such restoration shall also be made by Landlord, but at Tenant’s sole cost and expense (subject expense. Subject to rights of the amount holders of any mortgages, the lessors under any ground leases, Tenant Delays, Legal Requirements then in existence and to delays for adjustment of insurance proceeds received or Taking awards, as the case may be, and instances of Force Majeure, Landlord shall substantially complete such restoration within fifteen (15) months after the Casualty or Taking with respect to substantial reconstruction of at least fifty percent (50%) of the Building, or, within two hundred seventy (270) days after the Casualty or Taking in the case of restoration of less than fifty percent (50%) of the Building. Upon substantial completion of such restoration by Landlord, Tenant shall use diligent efforts to complete restoration of the Premises to substantially the same condition as existed immediately prior to such Casualty or that would have beenTaking, as the case may be, as soon as reasonably possible. Tenant agrees to cooperate with Landlord in such manner as Landlord may reasonably request to assist Landlord in collecting insurance proceeds due in connection with any Casualty which affects the Premises or the Building. In no event shall Landlord be required to expend more than the Net (hereinafter defined) insurance proceeds Landlord receives for damage to the Premises and/or the Building or the Net Taking award attributable to the Premises and/or the Building. “

Damage. If the Premises or any appurtenant areas of the Building or Property necessary to provide access Subject to the provisions of Sections 10.03 and 12.01 below, if the Leased Premises or services to, or rights of, Tenant as required hereunder (collectively, the “Restoration Areas”) are damaged in whole or part because of rendered unusable by fire or other insured casualty (“Casualty”)casualty, or if the Restoration Areas are subject to a taking in connection with the exercise of any power of eminent domain, condemnation, or purchase under threat or in lieu thereof (any of the foregoing, a “Taking”), then unless this Lease is terminated in accordance with Section 15.2 belowby Lessor or Lessee as herein provided, Landlord shallany damage shall be repaired by and at the expense of Lessor, subject to and the last sentence of this Section 15.1, restore Rent (including Base Rent and Additional Rent) shall be equitably abated from the Restoration Areas to substantially the same condition as existed prior to such Casualty, or in the event of a partial Taking which affects the Restoration Areas, restore the remainder day of the Restoration Areas not so Taken casualty as to substantially the same condition as is reasonably feasible. If any other that portion of the Building Leased Premises which is damaged unusable in the reasonable determination of Lessor and Lessee. Except to the extent this Lease is terminated by Casualty Lessor or TakingLessee as provided under this Article 10, then Landlord may elect not Lessee's full liability for Rent shall resume on the date on which Lessee is able to restore the same so long as the affected portions resume in all material respects its use of the Building (other than the Restoration Areas) are otherwise repaired in a manner consistent with first class office and laboratory use. If, in Landlord’s reasonable judgment, any element damaged portion of the Tenant-Insured Improvements can Leased Premises. Notwithstanding the foregoing, should such partial damage materially interfere with Lessee's ability to operate its business and reasonably be estimated to require more effectively be restored as an integral part of Landlord’s restoration than one hundred eighty (180) days to complete, Lessee may by notice to Lessor within thirty (30) days from the date of the Building casualty, terminate this Lease. Lessor shall commence any repairs required by this Section 10.02 within thirty (30) days of any said fire or other casualty. Lessor shall complete any repairs required by this Section 10.02 within one hundred eighty (180) days of the Premisesdate repairs are required to commence. If all repairs required by this Section 10.02 are not substantially completed such that Lessee can substantially resume its operations within said one hundred eighty (180) day period. Lessee may terminate this Lease by notice to Lessor. If all repairs required by this Section 10.02 are not fully completed within said one hundred eighty (180) days but substantial completion of the repairs has been achieved and Lessee can resume its operations in all material respects, such restoration Lessor shall also so notify Lessee of the repairs completed and said one hundred eighty (180) day period shall be made by Landlordextended for up to, but at Tenant’s sole cost and expense not exceeding, an additional ninety (subject 90) days to facilitate completion of the amount of insurance proceeds received restoration. If all repairs required by Tenant or that would have beenthis Section 10.02 are not fully completed within said ninety (90) day extension, Lessee may terminate this Lease by notice to Lessor.

Damage. In the case of the total destruction of the Leased Premises by fire, other casualties, the elements, or other cause, or of such damage thereto as shall render the same totally unfit for occupancy by County for more than one hundred twenty(120) days, this Lease, upon surrender and delivery to Landlord by County of the Leased Premises, together with the payment of the Annual Rent to the date of such occurrence and a proportionate part thereof to the date of damage, shall terminate, and the parties shall have no further obligations or liabilities under this Lease from the date of said termination, except as provided for in provisions of this Lease which by their terms survive the expiration or earlier termination of the Term. If the Leased Premises or are rendered partly untenantable by any appurtenant areas of cause mentioned in the Building or Property necessary to provide access to the Premises or services to, or rights of, Tenant as required hereunder (collectively, the “Restoration Areas”) are damaged in whole or part because of fire or other insured casualty (“Casualty”), or if the Restoration Areas are subject to a taking in connection with the exercise of any power of eminent domain, condemnation, or purchase under threat or in lieu thereof (any of the foregoing, a “Taking”), then unless this Lease is terminated in accordance with Section 15.2 belowpreceding sentence, Landlord shall, subject at its own expense, within one hundred twenty (120) days from the date of the damage restore the Leased Premises with reasonable diligence, including without limitation modifications required by zoning and building codes and other laws or by the holder of a mortgage on the Building, and the rent shall be abated proportionately for the period of said partial untenantability and until the Leased Premises are fully restored by Landlord to the last sentence prior or better condition. Notwithstanding the terms of this Section 15.1the foregoing paragraph, Landlord may elect not to rebuild and/or restore the Restoration Areas Leased Premises and/or Building and instead terminate this Lease by notifying County in writing of such termination within sixty (60) days after the date of damage, such notice to substantially include a termination date giving County ninety (90) days, from the same condition as existed prior date of said notice, to such Casualtyvacate the Leased Premises. Notwithstanding the foregoing, or in the event Landlord may elect this option of a partial Taking which affects the Restoration Areas, restore the remainder of the Restoration Areas not so Taken to substantially the same condition as is reasonably feasible. If any other portion of termination only if the Building is damaged by Casualty fire or Takingother casualty or cause, then Landlord may elect whether or not to restore the same so long as the affected portions Leased Premises are affected, and one or more of the Building following conditions is present: (i) repairs cannot reasonably be completed within one hundred twenty (120) days from the date of damage (when such repairs are made without the payment of overtime or other than premiums), (ii) the Restoration Areas) are otherwise repaired in a manner consistent with first class office and laboratory use. If, in Landlord’s reasonable judgment, holder of any element of the Tenant-Insured Improvements can more effectively be restored as an integral part of Landlord’s restoration of mortgage on the Building or ground or underlying lessor with respect to the PremisesProperty and/or the Building shall require that the insurance proceeds or any portion thereof be used to retire the mortgage debt, such restoration or shall also be made terminate the ground or underlying lease, as the case may be, or (iii) the damage is not fully covered, except for deductible amounts, by Landlord’s insurance policies. In addition, but at Tenant’s sole cost and expense (subject if the Leased Premises or the Building is destroyed or damaged to any substantial extent during the year of the Term, then notwithstanding anything contained in this Section, Landlord or County shall have the option to terminate this Lease by giving written notice to the amount other of insurance proceeds received the exercise of such option within thirty (30) days after such damage or destruction, in which event this Lease shall terminate as of the date of such notice. Upon any such termination of this Lease pursuant to this section, County shall pay the Annual Rent and Operating Expenses properly apportioned up to such date of termination, and thereafter both parties shall be released and discharged of all further obligations hereunder, except as provided for in provisions of this Lease which by Tenant their terms survive the expiration or that would have beenearlier termination of the Term.

Damage. If (i) Within sixty (60) days after a partial destruction of either the Premises or any appurtenant areas of Leased Premises, the Building or Property necessary to provide access to the Premises or services toBuilding, or rights of, Tenant the Property (as required hereunder (collectively, the “Restoration Areas”) are damaged defined in whole or part because of fire or other insured casualty (“Casualty”Article 10.1(f), or if the Restoration Areas are subject to a taking in connection with the exercise of any power of eminent domain, condemnation, or purchase under threat or in lieu thereof (any of the foregoing, a “Taking”), then unless this Lease is terminated in accordance with Section 15.2 below, Landlord shall, subject to Force Majeure and provided there is not then in existence an Event of Default, Landlord shall notify Tenant in writing of the last sentence date by which Landlord estimates in good faith that reconstruction of the Premises shall be complete (the "Completion Date"). If the Completion Date is more than one hundred fifty (150) days after the end of the sixty (60) day period, Tenant shall have the right, as its sole and exclusive remedy, to terminate this Section 15.1Lease by delivering to Landlord, restore within thirty (30) days after receipt by Tenant of Landlord's notice, written notice of termination, which termination shall be effective thirty (30) days after the Restoration Areas end of the sixty (60) day period. Failure by Tenant to substantially the same condition as existed prior to terminate this Lease within such Casualty, or in thirty (30) day period shall be deemed a waiver by Tenant of such termination right. (ii) In the event that Tenant shall not have provided Landlord with notice of a partial Taking which affects termination within the Restoration Areasthirty (30) day period, restore Landlord shall thereafter promptly commence the remainder repair, reconstruction and restoration of the Restoration Areas not so Taken to substantially the same condition as is reasonably feasible. If any other portion of the Building is damaged by Casualty or TakingLeased Premises, then Landlord may elect not to restore the same so long as the affected portions of the Building (other than the Restoration Areas) are otherwise repaired in a manner consistent with first class office and laboratory use. If, in Landlord’s reasonable judgment, any element of the Tenant-Insured Improvements can more effectively be restored as an integral part of Landlord’s restoration of the Building or the Property, as applicable, and shall diligently prosecute the same until completion. If Landlord shall not have completed reconstruction of the Leased Premises, such restoration Building or Property, as applicable, on or before the Completion Date, Tenant shall also be made have the right, as its sole and exclusive remedy, to terminate this Lease by delivering to Landlord, but at within thirty (30) days after the Completion Date, written notice of termination, which termination shall be effective thirty (30) days after receipt by Landlord of Tenant’s sole cost 's notice of termination unless Landlord shall have completed such repairs and expense (subject restoration prior to the amount expiration of insurance proceeds received by such thirty (30) day period. In the event that Tenant shall have given Landlord notice of termination and Landlord shall not have completed reconstruction of the Leased Premises, Building or that would Property prior to the expiration of the thirty (30) day period, Tenant shall have beenthe right to continue to occupy the Leased Premises (but only to the extent of such occupancy as of the date Tenant delivers to Landlord such notice of termination) for a period of ninety (90) days after the end of such thirty (30) day period at the Annual Basic Rent then in effect under Article 1.12 and such

Damage. If the Premises or any appurtenant areas of the Building or Property necessary (1) Tenant shall give immediate notice to provide access to the Premises or services to, or rights of, Tenant as required hereunder (collectively, the “Restoration Areas”) are damaged Landlord in whole or part because case of fire or other insured casualty damage in the Demised Premises. If the Demised Premises shall be partially damaged by fire or other cause without the fault or neglect of Tenant, Tenant’s servants, employees, agents, invitees, or licensees, the damage shall be repaired by and at the expense of Landlord and the fixed minimum rent until such repairs shall be made shall be apportioned according to the part of the Demised Premises which is unusable by Tenant. If such partial damage is due to the fault or neglect of Tenant, Tenant’s servants, employees, agents, invitees, or licensees, without prejudice to any other rights and remedies of Landlord and, except as provided in Section 7.4. without prejudice to the rights of subrogation of Landlord’s insurer, the damage shall be repaired by Landlord, but there shall be no apportionment or abatement of rent. Any such repairs required to be made by Landlord shall be commenced promptly and diligently completed. If such repairs are not substantially completed within ninety (“Casualty”)90) days after the Landlord’s receipt of such notice, Tenant shall have the right to either (i) terminate this Lease upon thirty (30) days advance written notice to Landlord; or (ii) complete such repairs on behalf of Landlord and deduct the costs of the same from the next installment(s) of rent due hereunder, unless completion of such repairs is practically impossible within such period of time, in which event said ninety (90) day period shall be extended to a reasonable completion date, provided Landlord has commenced and is diligently pursuing repairs to completion, and rent shall continue to ▇▇▇▇▇. If the Demised Premises as a whole are totally damaged or are rendered wholly untenantable by fire or other cause, or if the Restoration Areas are subject Building shall be substantially damaged and unsuitable for Tenant’s purposes so that Landlord shall decide to a taking in connection with demolish the exercise Demised Premises, Landlord may, within thirty (30) days after such fire or other cause, give Tenant notice of any power of eminent domainsuch decision, condemnation, or purchase under threat or in lieu thereof (any and thereupon the Demised Term of the foregoingDemised Premises shall expire by lapse of time ten (10 ) days after such notice is given, a and Tenant shall vacate the Demised Premises and surrender the same to Landlord. Tenant’s liability for rent and other charges under the Lease for the Demised Premises shall cease as of the day following the casualty. Notwithstanding the foregoing or anything to the contrary contained in this Lease, in the event that Landlord elects to demolish the Demised Premises as provided for herein, then Tenant after receipt of Landlord’s notice of the same (the “TakingDemolition Notice”), then unless this Lease is terminated may elect to exercise its Option to Purchase as to either or both of the Demised Premises and the Future Development Rights Site C and Site J as set forth in accordance with Section 15.2 below, Article 1.4 by giving Landlord shall, subject to the last sentence written notice of this Section 15.1, restore the Restoration Areas to substantially the same condition as existed prior to such Casualty, or in the event of a partial Taking which affects the Restoration Areas, restore the remainder of the Restoration Areas not so Taken to substantially the same condition as is reasonably feasible. If any other portion of the Building is damaged by Casualty or Taking, then Landlord may elect not to restore the same so long as the affected portions of the Building within twenty (other than the Restoration Areas20) are otherwise repaired in a manner consistent with first class office and laboratory use. If, in Landlord’s reasonable judgment, any element of the Tenant-Insured Improvements can more effectively be restored as an integral part days after receipt of Landlord’s restoration Demolition Notice. Thereafter, Landlord shall be obligated to sell such property and/or development rights, as the case may be, to Tenant and Landlord shall assign to Tenant all of the Building Landlord’s right, title and interest in and to insurance monies and proceeds recovered or the Premises, to be recovered as a result of such restoration shall also be made by Landlord, but at Tenant’s sole cost and expense (subject to the amount of insurance proceeds received by Tenant fire or that would have beenother casualty.

Damage. If the Premises or any appurtenant areas of the Building or Property necessary to provide access to the Premises or services to, or rights of, Tenant as required hereunder (collectively, the “Restoration Areas”) are damaged in whole or part because of fire or other insured casualty (“Casualty”), or if the Restoration Areas are subject to a taking in connection with the exercise of any power of eminent domain, condemnation, or purchase under threat or in lieu thereof (any of the foregoing, a “Taking”), then unless this Lease is terminated in accordance with Section 15.2 below, Landlord shall, subject to the last sentence of this Section 15.1, restore the Restoration Areas to substantially the same condition as existed prior to such Casualty, or in the event of a partial Taking which affects the Restoration Areas, restore the remainder of the Restoration Areas not so Taken to substantially the same condition as is reasonably feasible. If any other portion of the Building is damaged by Casualty or Taking, then Landlord may elect not to restore the same so long as the affected portions of the Building (other than the Restoration Areas) are otherwise repaired in a manner consistent with first class office and laboratory use. If, in Landlord’s reasonable judgment, any element of the Tenant-Insured Improvements can more effectively be restored as an integral part of Landlord’s restoration of the Building or the Premises, such restoration shall also be made by Landlord, but at Tenant’s sole cost and expense (subject to the amount of insurance proceeds received by Tenant or that would have beenbeen received by Tenant had it been maintaining the coverages required under this Lease). Subject to rights of Mortgagees, Tenant Delays, Legal Requirements then in existence and to delays for adjustment of insurance proceeds or Taking awards, as the case may be, and instances of Force Majeure, Landlord shall use good faith efforts to obtain all required permits therefor and to thereafter promptly commence and diligently prosecute restoration so as to substantially complete restoration of the Premises within twelve (12) months after the date of the Casualty with respect to substantial reconstruction of at least 50% of the Building, or, within one hundred eighty (180) days after the date of the Casualty in the case of restoration of less than 50% of the Building. During such restoration, Landlord shall have the right to relocate Tenant’s Parking Spaces in accordance with Section 1.3(b) above. Upon substantial completion of such restoration by Landlord, Tenant shall use diligent efforts to complete restoration of the Premises to substantially the same condition as existed immediately prior to such Casualty or Taking, as the case may be, as soon as reasonably possible. ▇▇▇▇▇▇ agrees to cooperate with Landlord in such manner as Landlord may reasonably request to assist Landlord in collecting insurance proceeds due in connection with any Casualty which affects the Restoration Areas. In no event shall Landlord be required to expend more than the Net (hereinafter defined) insurance proceeds Landlord receives for damage to the Premises and/or the Building or the Net Taking award attributable to the Premises and/or the Building. “Net” means the insurance proceeds or Taking award actually paid to Landlord (and not paid over to a Mortgagee) less all reasonable third party costs and expenses, including adjusters and attorney’s fees, of obtaining the same. In the fiscal year in which a Casualty occurs, there shall be included in Operating Costs Landlord’s deductible under its property insurance policy. Except as Landlord may elect pursuant to this Section 15.1, under no circumstances shall Landlord be required to repair any damage to, or make any repairs to or replacements of, any Tenant-Insured Improvements.

Damage. If the building or other improvements on the ------ Premises shall be damaged or any appurtenant areas of the Building or Property necessary to provide access to the Premises or services to, or rights of, Tenant as required hereunder (collectively, the “Restoration Areas”) are damaged in whole or part because of destroyed by fire or other insured casualty (“Casualty”)casualty, or if LESSEE and the Restoration Areas are subject Leasehold Mortgagee, at LESSEE'S sole cost and expense, shall promptly and diligently proceed to a taking in connection adjust the loss with the exercise insurance companies and arrange for the disbursement of insurance proceeds, and to the extent of the insurance proceeds paid plus (i) the amount of any power of eminent domain"deductible," and (ii) the amount which LESSEE has elected to self-insure under Section 12.05, condemnationrepair, rebuild or purchase under threat or in lieu thereof (any of replace such buildings, the foregoingparking garage, a “Taking”)and other improvements, then unless this Lease is terminated in accordance with Section 15.2 below, Landlord shall, subject to the last sentence of this Section 15.1, restore the Restoration Areas to substantially the same condition so as existed prior to such Casualty, or in the event of a partial Taking which affects the Restoration Areas, restore the remainder of the Restoration Areas not so Taken to substantially the same condition as is reasonably feasible. If any other portion of the Building is damaged by Casualty or Taking, then Landlord may elect not to restore the same so long Premises. The net proceeds of any insurance recovered by reason of such damage or destruction in excess of the cost of adjusting the insurance claim and collecting the insurance proceeds (such excess being referred to herein as the affected portions "Net Insurance Proceeds") shall, if such Net Insurance Proceeds exceeds Five Million and No/Dollars ($5,000,000.00), be held by the Leasehold Mortgagee (provided that such Leasehold Mortgagee is a bank, savings association, insurance company or other similar institutional lender having capital surplus and undivided profits of the Building (other than the Restoration Areas) are otherwise repaired at least $50,000,000.00; herein called "Institutional Lender"), or, if no Institutional Lender then holds a mortgage lien, or deed to secure debt on LESSEE'S Leasehold interest in a manner consistent with first class office and laboratory use. If, in Landlord’s reasonable judgment, any element of the Tenant-Insured Improvements can more effectively be restored as an integral part of Landlord’s restoration of the Building or the Premises, by any escrow agent which is reasonably acceptable to LESSOR and LESSEE and the Leasehold Mortgagee, if any; and the Net Insurance Proceeds shall be released for the purpose of paying the fair and reasonable cost of restoring the building and other improvements on the Premises. Such Net Insurance Proceeds shall be released to LESSEE, or to LESSEE'S contractors, from time to time as the work progresses, pursuant to such restoration shall also requirements and limitations as may be made reasonably acceptable to LESSEE and LESSEE'S Leasehold Mortgagee (if the mortgagee so requires), including, without limitation, lien waivers from each of the contractors, subcontractors, materialmen and suppliers performing the work. If the Net Insurance Proceeds are less than Five Million Dollars ($5,000,000.00), such Net Insurance Proceeds may be held by LandlordLESSEE or LESSEE'S Leasehold Mortgagee and used by LESSEE or LESSEE'S Leasehold Mortgagee to pay the fair and reasonable cost of restoring such building and other improvements. If the Net Insurance Proceeds (regardless of the amount thereof) exceed the full cost of the repair, but at Tenant’s sole cost and expense (subject to rebuilding or replacement of the damaged building or other improvements, then the amount of such excess Net Insurance Proceeds shall be paid to LESSEE or retained by the insurance proceeds received by Tenant carrier upon the completion of such repair, rebuilding or that would have beenreplacement.

Damage. If the Premises or any appurtenant areas of the Building or Property necessary to provide access to the Premises or services to, or rights of, Tenant as required hereunder (collectively, the “Restoration Areas”) are damaged in whole or part because of by fire or other insured casualty (cause covered by Landlord’s policy of fire insurance with extended coverage or other property damage insurance carried by Landlord, all damage to the structural portions of the building required to be maintained by Landlord pursuant to this Lease shall be repaired by and at the expense of Landlord and the rent until such repairs shall have been made shall ▇▇▇▇▇ pro-rata according to the part of the Premises which is unusable by Tenant. However, if such damage was caused by the negligence of Tenant, its employees, agents, contractors, visitors or licensees, then all rentals shall be payable by Tenant during such period. Due allowance shall be made for reasonable delay which may arise by reason of adjustment of fire insurance on the part of Landlord and/or Tenant, and for delay on account of “Casualty”)labor troubles” or any other cause beyond Landlord’s control. If, however, the Premises are rendered wholly untenantable by fire or other cause, or if Landlord shall decide not to rebuild the Restoration Areas are subject same, Landlord may, at its option, cancel and terminate this Lease by giving Tenant, within sixty (60) days from the date of such damage, notice in writing of its intention to a taking cancel this Lease, whereupon the term of this Lease shall cease and terminate upon the third day after such notice is given, and Tenant shall vacate the Premises and surrender the same to Landlord, but in connection with none of the exercise certain contingencies in this Article 10 mentioned shall there be any liability on the part of Landlord to Tenant covering or in respect of any power period during which the occupation of eminent domain, condemnation, or purchase under threat or in lieu thereof (any said Premises by Tenant may not be possible because of the matters hereinabove stated. Without limiting the foregoing, a “Taking”)Landlord shall not be responsible for consequential damages, then unless lost profits or any damage to Tenant’s personal property. If Landlord does not elect to terminate this Lease as provided above, Landlord shall proceed in a commercially reasonable manner to repair the portions of the Premises which Landlord is terminated required to restore in accordance with Section 15.2 belowthis Article 10 and, Landlord shallupon the completion of such repairs, subject Tenant shall use diligent and commercially reasonable efforts to repair the last sentence of this Section 15.1, restore the Restoration Areas to substantially the same condition as existed prior to such Casualty, or in the event of a partial Taking which affects the Restoration Areas, restore the remainder of the Restoration Areas not so Taken to substantially the same condition as is reasonably feasible. If any other portion of the Building is damaged by Casualty or Taking, then Landlord may elect not to restore the same so long as the affected portions of the Building (other than Premises which are the Restoration Areas) are otherwise repaired in a manner consistent with first class office and laboratory use. If, in Landlord’s reasonable judgment, any element responsibility of the Tenant-Insured Improvements can more effectively be restored as an integral part of Landlord’s restoration of the Building or the Premises, such restoration shall also be made by Landlord, but at Tenant’s sole cost and expense (subject Tenant to the amount of insurance proceeds received by Tenant or that would have beeninsure under this Lease.

Damage. 12.01 If any part of the Premises or any appurtenant areas of the Building or Property necessary to provide access to the Premises or services to, or rights of, Tenant as required hereunder (collectively, the “Restoration Areas”) are damaged in whole or part because of fire or other insured casualty (“Casualty”), or if the Restoration Areas are subject to a taking in connection with the exercise of any power of eminent domain, condemnation, or purchase under threat or in lieu thereof (any of the foregoing, a “Taking”), then unless this Lease is terminated in accordance with Section 15.2 below, Landlord shall, subject to the last sentence of this Section 15.1, restore the Restoration Areas to substantially the same condition as existed prior to such Casualty, or in the event of a partial Taking which affects the Restoration Areas, restore the remainder of the Restoration Areas not so Taken to substantially the same condition as is reasonably feasible. If any other portion of the Building is damaged by Casualty fire or Takingother casualty, then Landlord may elect not Landlord, at its sole cost and expense, unless it elects to restore terminate this Lease pursuant to this Section 12, will proceed with reasonable speed to repair the same so long Premises or the Building, as the affected portions case may be (i) to a condition substantially equal to the condition of the Premises or the Building existing immediately prior to such damage or destruction, (other than ii) pursuant to all applicable requirements of law and duly constituted governmental authority, and (iii) in the Restoration Areas) are otherwise repaired in a manner consistent with first class office and laboratory use. Ifcase of the Premises, in accordance with specifications, working plans and drawings prepared by Landlord’s reasonable judgment, at its sole cost and expense, and approved in advance by Tenant, which appeal shall not be unreasonably withheld or delayed. If such damage makes the Premises untenantable and was not caused by any element act, neglect or default of Tenant, its servants, agents, employees, visitors or licensees, there will be an equitable abatement of rent for the period during which and to the extent that the Premises are untenantable and until Landlord fully repairs and restores the Premises and the Building to a condition substantially equal to the condition thereof which existed immediately prior to that fire or other casualty (or to the condition otherwise approved by Tenant). In the event the Building is damaged or destroyed to the extent of more than fifty percent (50%) of the replacement value thereof, Landlord will have the right to elect to demolish, rebuild or reconstruct the Building if it is damaged by fire or other casualty and, if Landlord so elects, whether or not the Premises have been damaged, this Lease may be terminated by Landlord upon written notice to Tenant and the rent will be adjusted to the date of the fire or other casualty. If repair of the Premises is delayed by Tenant-Insured Improvements can more effectively 's failure to adjust its own insurance claim, there will be restored as an integral part no abatement of Landlord’s rent for the period of such delay. Notwithstanding anything to the contrary contained herein, in the event Landlord has not completed the repairs and restoration of the Premises and/or the Building within eight (8) months after the date of such damage or destruction, then Tenant, at its option, may cancel and terminate this Lease upon ten (10) days written notice to Landlord. Further, if the Premises, such restoration Building shall also be made by Landlord, but at Tenant’s sole cost and expense (subject damaged or destroyed to the amount extent of insurance proceeds received more than thirty-five percent (35%) of the replacement cost thereof within twenty-four (24) months of the expiration of the Term of this Lease, as the same may have been extended, either Landlord or Tenant shall have the right to terminate this Lease as of the date of such damage or destruction by giving written notice to the other party within thirty (30) days following such damage or destruction, unless Tenant, within thirty (30) days following the receipt of such notice from Landlord shall exercise an option to extend the Term of this Lease pursuant to Section 2 hereof. If this Lease is terminated pursuant to this Section 12, Landlord and Tenant shall each be released from its respective liability and obligations hereunder accruing from and after the date of such damage or that would have beendestruction.

Damage. If the Premises demised premises shall be partially or totally damaged or destroyed by any appurtenant areas of risk covered by Landlord's insurance as provided for in the Building or Property necessary to provide access to the Premises or services to, or rights of, Tenant as required hereunder (collectively, the “Restoration Areas”) are damaged in whole or part because of fire or other insured casualty (“Casualty”), or if the Restoration Areas are subject to a taking in connection with the exercise of any power of eminent domain, condemnation, or purchase under threat or in lieu thereof (any of the foregoing, a “Taking”), then unless this Lease is terminated in accordance with Section 15.2 below, Landlord shall, subject to the last sentence Insurance provisions of this Section 15.1, restore the Restoration Areas to substantially the same condition as existed prior to such Casualty, or in the event of a partial Taking which affects the Restoration Areas, restore the remainder of the Restoration Areas not so Taken to substantially the same condition as is reasonably feasible. If any other portion of the Building is damaged by Casualty or TakingLease, then Landlord may elect not shall diligently and as soon as practicable after such damage occurs (taking into account the time necessary to restore effectuate a satisfactory settlement with any insurance company, and to obtain permits for the same so long as work, and reasonable delay on account of "labor troubles" or any other cause beyond Landlord's reasonable control) repair or rebuild the affected portions demised premises, provided, however, that in no event shall Landlord be obligated to expend in such repair or rebuilding any sums in excess of the Building (other than the Restoration Areas) are otherwise repaired in a manner consistent with first class office and laboratory use. If, in Landlord’s reasonable judgment, any element of the Tenant-Insured Improvements can more effectively be restored as an integral part of Landlord’s restoration of the Building or the Premises, such restoration shall also be made by Landlord, but at Tenant’s sole cost and expense (subject to the amount of insurance proceeds received paid to Landlord in connection therewith. The foregoing notwithstanding, in no event shall Landlord be required to repair, restore or rebuild any portions of the demised premises constituting a part of Tenant's leasehold improvements or other tenant work, trade fixtures, equipment and personal property; the Tenant at its own expense to perform such repairs and replacements when required by Landlord. If the demised premises are rendered wholly or partially untenantable by such damage or destruction, and if such damage and destruction was without the fault or neglect of the Tenant, its servants, employees, agents or licensees, then the Minimum Annual Rent payable by Tenant under the Lease during the period in which the demised premises are so untenantable shall be equitably abated by the percentage that the unusable floor area of the demised premises bears to the total floor are thereof, but Percentage Rent, if applicable, shall not be abated. Landlord shall not be liable for any damages (including, without limitation, business interruption) that may be suffered by Tenant by reason of any casualty to the demised premises and/or Landlord's repairing or rebuilding thereof and/or the deprivation of Tenant's use and possession of the demised premises. All of the foregoing provisions of this Article notwithstanding, if the demised premises are rendered wholly untenantable by fire or other cause, and the Landlord shall decide not to rebuild the same, or if the Shopping Center shall be so damaged that would have beenthe Landlord shall decide to demolish it or not to rebuild it, then, and in any of such events, the Landlord may, at its option, cancel and terminate this Lease by giving to the Tenant, within ninety (90) days from the date of such damage, notice in writing of its intention to cancel this Lease, whereupon the term of this Lease shall cease and determine upon the tenth day after such notice is given, and the Tenant shall vacate the leased premises and surrender the same to the Landlord. Further, in the event the premises shall be rendered untenantable by reason of fire or other casualty, and it shall require Landlord more than one hundred eighty (180) days to substantially complete the repairs required of it hereunder, then and in such event provided Tenant is not in default hereunder, and that the damage was not caused by wrongful or intentional act of Tenant or any of its Permitees, Tenant shall be entitled to terminate this Lease, by written notice delivered to Landlord within ten (10) days after the end of said 180 days period.

Damage. If the Premises or any appurtenant areas of the Building or Property necessary to provide access to the Premises or services to, or rights of, Tenant as required hereunder (collectively, the “Restoration Areas”) are damaged in whole or part because of fire or other insured casualty (“Casualty”), or if the Restoration Areas are subject to a taking in connection with the exercise of any power of eminent domain, condemnation, or purchase under threat or in lieu thereof (any of the foregoing, a “Taking”), then unless this Lease is terminated in accordance with Section 15.2 below, Landlord shall, subject to the last sentence of this Section 15.1, restore the Restoration Areas to substantially the same condition as existed prior to such Casualty, or in the event of a partial Taking which affects the Restoration Areas, restore the remainder of the Restoration Areas not so Taken to substantially the same condition as is reasonably feasible. If any other portion of the Building is Premises shall be destroyed or damaged ------ by Casualty fire or Takingany other casualty, then Tenant shall immediately give notice thereof to Landlord. Within thirty (30) days of the date of Tenant's notice, Landlord may elect not shall provide Tenant with a reasonable written estimate, calculated in good faith, of the number of days that it will take to restore the same so long as Building and/or Premises (the affected portions of the Building (other than "Restoration Estimate"). If the Restoration Areas) are otherwise repaired in a manner consistent with first class office Estimate is greater -------------------- than 180 days, both Landlord and laboratory useTenant shall have the right to terminate this Lease by giving 30 days written notice to the other. IfIf the Restoration Estimate is less than 180 days, in Landlord’s reasonable judgment, any element of Landlord shall promptly commence and diligently pursue through completion the Tenant-Insured Improvements can more effectively be restored as an integral part of Landlord’s restoration of the Building and/or Premises and this Lease shall continue in full force and effect. If, however, the cost of the restoration exceeds the insurance proceeds Landlord reasonably expects to receive due to the casualty (provided, however, that the insurance required to -------- ------- be carried by Landlord by this Lease was in effect on the date of the casualty) or Landlord's lender demands that such insurance proceeds be paid to it, Landlord may terminate the Lease, subject to Tenant's right to propose keeping the Lease in effect by Tenant's paying for the restoration. If Tenant elects to do so, Tenant shall notify Landlord within ten (10) business days of receiving Landlord's notice of termination of the Lease, and the parties shall engage in good faith negotiations to determine the terms of Tenant's election to pay for the restoration; provided, however, that if the parties do not reach agreement -------- ------- to keep this Lease in effect within ten (10) business days after Tenant delivers such written notice to Landlord, then this Lease shall terminate as of the date set forth in Landlord's notice of termination. Following a casualty, Tenant's obligation to pay Rent shall be abated in proportion to the interference caused to its use and occupation of the Premises provided that Tenant no longer occupies or uses such affected Premises for the active conduct of its business. Notwithstanding the terms of the foregoing paragraph, if the casualty occurs in the last year of the Term (unless Tenant shall have renewed this Lease as provided herein) and materially affects Tenant's use or occupation of the Premises (i.e., more than 25% of the Premises has been damaged, or the Premisescost to repair is reasonably estimated by Landlord to exceed $250,000), such restoration shall also be made either Landlord or Tenant may elect to terminate this Lease by Landlord, but at Tenant’s sole cost and expense (subject giving the other party 30 days prior written notice. Notwithstanding the provisions of the immediately preceding paragraph to the amount contrary, if Landlord elects to terminate this Lease as a result of insurance proceeds received such casualty occurring in the last year of the Term (unless Tenant shall have renewed this Lease as provided herein), Tenant shall not have the right to keep this Lease in effect by Tenant or that would have beenpaying for the restoration.

Damage. If the Premises shall be damaged by fire or other natural casualty, without the fault or neglect of Tenant, its servants, employees, agents, contractors, invitees, or licensees, or other persons for whom Tenant is legally responsible, the damage shall be repaired within a reasonable time by and at the expense of Landlord, and the Annual Base Rent and Additional Rent shall abate pro rata until such repairs shall have been made, according to ▇▇▇ part of the Premises which is thereby rendered unusable by Tenant; provided, however, that (i) Landlord shall have no obligation to repair, replace or restore Tenant's furniture, fixtures, furnishings or other personal property and (ii) Tenant shall, with all reasonable diligence and at Tenant's sole expense, make all other repairs and do all other items of work which are necessary to return the Premises to the condition existing immediately prior to such damage or destruction and promptly to complete the Premises for use and occupancy by the Tenant. Due allowance shall be made in Landlord's repair obligation for reasonable delay which may arise by reason of any adjustment or settlement of insurance claims by Landlord, and for delay on account of "labor troubles" or any other cause beyond Landlord's control. Notwithstanding the foregoing, if (i) the Premises are rendered wholly untenantable by fire or other cause and the Landlord decides not to rebuild the Premises, or (ii) if the Premises are damaged by fire or other casualty and such damage cannot reasonably be repaired within ninety (90) days following such fire or other casualty, or (iii) if the entire Building be so damaged that Landlord shall decide to demolish it or not to rebuild it, and (iv) Landlord notifies the Tenant in writing of the extent of such damage and such decision, in any of such events, the Term shall terminate upon the thirtieth (30th) day after such notice is given as if such date were the Termination Date set forth herein, and Tenant shall vacate the Premises and surrender the same to Landlord on such date. Landlord shall have no liability, and shall not be responsible for consequential damages, lost profits or any damage to Tenant's personal property, arising from any such fire or other damage or Landlord's decision to terminate this Lease. No compensation or claim or reduction of rent will be allowed or paid by Landlord by reason of inconvenience, annoyance, or injury to business arising from the necessity of repairing the Premises or any appurtenant areas of the Building or Property necessary to provide access to the Premises or services to, or rights of, Tenant as required hereunder (collectively, the “Restoration Areas”) are damaged in whole or part because of fire or other insured casualty (“Casualty”), or if the Restoration Areas are subject to a taking in connection with the exercise of any power of eminent domain, condemnation, or purchase under threat or in lieu thereof (any of the foregoing, a “Taking”), then unless this Lease is terminated in accordance with Section 15.2 below, Landlord shall, subject to the last sentence of this Section 15.1, restore the Restoration Areas to substantially the same condition as existed prior to such Casualty, or in the event of a partial Taking which affects the Restoration Areas, restore the remainder of the Restoration Areas not so Taken to substantially the same condition as is reasonably feasible. If any other portion of the Building is damaged by Casualty or Taking, then Landlord of which they are a part however the necessity may elect not to restore the same so long as the affected portions of the Building (other than the Restoration Areas) are otherwise repaired in a manner consistent with first class office and laboratory use. If, in Landlord’s reasonable judgment, any element of the Tenant-Insured Improvements can more effectively be restored as an integral part of Landlord’s restoration of the Building or the Premises, such restoration shall also be made by Landlord, but at Tenant’s sole cost and expense (subject to the amount of insurance proceeds received by Tenant or that would have beenoccur.

Damage. If the Premises or any appurtenant areas of the Building or Property necessary to provide access to building in which the Premises is located ------ and/or the parking garage or services to, other Common Facilities shall be damaged or rights of, Tenant as required hereunder (collectively, the “Restoration Areas”) are damaged in whole or part because of destroyed by fire or other insured casualty (“Casualty”)casualty, or if LESSOR, at LESSOR'S sole cost and expense, shall promptly and diligently proceed to adjust the Restoration Areas are subject to a taking in connection loss with the exercise insurance companies and arrange for the disbursement of any power of eminent domaininsurance proceeds, condemnationand repair, rebuild or purchase under threat replace such buildings, the parking garage or in lieu thereof (any of other Common Facilities, and other improvements, so as to restore the foregoing, a “Taking”), then unless this Lease is terminated in accordance with Section 15.2 below, Landlord shall, subject Premises building and/or the parking garage and other improvements to the last sentence of this Section 15.1, restore the Restoration Areas to substantially the same condition as existed in which they were immediately prior to such Casualtydamage or destruction to the extent reasonably practical. The net proceeds of any insurance recovered by reason of such damage or destruction in excess of the cost of adjusting the insurance claim and collecting the insurance proceeds (such excess being referred to herein as the "Net Insurance Proceeds") shall, if such Net Insurance Proceeds exceeds Five Million and No/Dollars ($5,000,000.00), be held by the LESSOR'S mortgagee (provided that such Mortgagee is a bank, savings association, insurance company or other similar institutional lender having capital surplus and undivided profits of at least $50,000,000.00; herein called "Institutional Lender"), or, if no Institutional Lender then holds a mortgage lien, or in deed to secure debt on the event building , by any escrow agent which is reasonably acceptable to LESSOR and LESSEE; and the Net Insurance Proceeds shall be released for the purpose of a partial Taking which affects paying the Restoration Areasfair and reasonable cost of restoring such building, restore garage and other improvements. Such Net Insurance Proceeds shall be released to LESSOR, or to LESSOR'S contractors, from time to time as the remainder work progresses, pursuant to such requirements and limitations as may be reasonably acceptable to LESSEE, LESSOR and LESSOR'S mortgagee (if the mortgagee so requires), including, without limitation, lien waivers from each of the Restoration Areas not so Taken to substantially contractors, subcontractors, materialmen and suppliers performing the same condition as is reasonably feasiblework. If the Net Insurance Proceeds (less any other portion of the Building is damaged by Casualty or Taking, then Landlord may elect not applicable deductible) are insufficient to restore the same so long as Premises the affected portions of the Building (parking garage and other than the Restoration Areas) are otherwise repaired in a manner consistent with first class office improvements, LESSOR shall be obligated to pay such deficiency and laboratory use. If, in Landlord’s reasonable judgment, any element of the Tenant-Insured Improvements can more effectively be restored as an integral part of Landlord’s restoration of the Building or the Premises, such restoration shall also be made by Landlord, but at Tenant’s sole cost and expense (subject to the amount of any such deductible. If the Net Insurance Proceeds are less than Five Million Dollars ($5,000,000.00), such Net Insurance Proceeds may be held by LESSOR and used by LESSOR to pay the fair and reasonable cost of restoring such building and other improvements. If the Net Insurance Proceeds (regardless of the amount thereof) exceed the full cost of the repair, rebuilding or replacement of the damaged building or other improvements, then the amount of such excess Net Insurance Proceeds shall be paid to LESSOR or retained by the insurance proceeds received carrier upon the completion of such repair, rebuilding or replacement. Rent shall ▇▇▇▇▇ proportionally during restoration. In the event that, in the opinion of an architect retained by Tenant or that would have beenLESSEE and acceptable to LESSOR, the Premises cannot be restored within 180 days of commencement of restoration, then LESSEE may, by written notice to LESSOR delivered prior to the commencement of restoration, terminate this Lease.

Damage. If Landlord shall have the Premises or any appurtenant areas of right to terminate this Lease if: (a) the Building or Property necessary to provide access to the Premises or services to, or rights of, Tenant as required hereunder (collectively, the “Restoration Areas”) are shall be damaged in whole or part because of fire or other insured casualty (“Casualty”), or if the Restoration Areas are subject to a taking in connection with the exercise of any power of eminent domain, condemnation, or purchase under threat or in lieu thereof (any of the foregoing, a “Taking”), then unless this Lease is terminated in accordance with Section 15.2 below, Landlord shall, subject to the last sentence of this Section 15.1, restore the Restoration Areas to substantially the same condition as existed prior to such Casualty, or in the event of a partial Taking which affects the Restoration Areas, restore the remainder of the Restoration Areas not so Taken to substantially the same condition as is reasonably feasible. If any other portion of the Building is damaged by Casualty or Taking, then Landlord may elect not to restore the same so long as the affected portions of the Building (other than the Restoration Areas) are otherwise repaired in a manner consistent with first class office and laboratory use. Ifthat, in Landlord’s reasonable judgment, any element of the Tenant-Insured Improvements can more effectively be restored as an integral part of Landlord’s restoration substantial alteration or reconstruction of the Building shall be required (whether or not the Premises, such restoration Premises has been damaged); (b) Landlord is not permitted by applicable Law to rebuild the Building in substantially the same form as existed before the fire or casualty; (c) the Premises have been materially damaged and there is less than two (2) years of the Lease Term remaining on the date of the casualty; (d) any Mortgagee requires that the insurance proceeds be applied to the payment of the Mortgage; or (e) a material uninsured loss to the Building occurs. Landlord shall also be made have the right to terminate this Lease under the circumstances set forth in Section 11.6. Landlord may exercise its right to terminate this Lease by notifying Tenant in writing within ninety (90) days after (i) the settlement of the loss resulting from the casualty between Landlord and ▇▇▇▇▇▇▇▇’s insurers and (ii) the date Landlord determines the loss is uninsured. If Landlord does not terminate this Lease, (A) subject to Landlord’s ability to obtain the necessary permits, but at Landlord shall commence and proceed with reasonable diligence to repair and restore the Premises (excluding Alterations and Tenant’s sole cost and expense (subject Property); provided, however, in no event shall Landlord be required to spend more than the amount of insurance proceeds received by Landlord which is allocable to the Premises, and (B) Tenant shall commence and proceed with reasonable diligence to repair and restore the Premises (including Alterations and Tenant’s Property) to a substantially similar condition as existed prior to the casualty, and otherwise in accordance with the terms and conditions of this Lease. All proceeds of insurance carried by Tenant covering the Alterations and Tenant’s Property shall belong to and be payable to Tenant. If this Lease is terminated by Landlord or that would have beenTenant pursuant to this Article 11 or pursuant to any other Section hereof, or if Tenant does not repair and refixture the Premises pursuant to this Section 11.1, the proceeds covering the Alterations shall belong to and be payable to Landlord, and any such proceeds received by Tenant shall be paid by Tenant to Landlord. None of the Landlord Related Parties shall be liable for any loss or damage to Tenant’s Property or to the business of Tenant resulting in any way from the fire or other casualty or from the repair and restoration of the damage.

Damage. 18.1 If the Premises or any appurtenant areas of the Building are totally or Property necessary to provide access to partially damaged or destroyed thereby rendering the Premises totally or services to, partially inaccessible or rights of, Tenant as required hereunder (collectively, the “Restoration Areas”) are damaged in whole or part because of fire or other insured casualty (“Casualty”), or if the Restoration Areas are subject to a taking in connection with the exercise of any power of eminent domain, condemnation, or purchase under threat or in lieu thereof (any of the foregoing, a “Taking”)unusable, then unless this Lease is terminated in accordance with Section 15.2 below, Landlord shall, subject to the last sentence of this Section 15.1, shall diligently repair and restore the Restoration Areas Premises and the Building to substantially the same condition as existed they were in prior to such Casualtydamage or destruction; provided, however, that if (i) in Landlord's judgment such repair and restoration cannot be completed within one hundred and twenty (120) days after the occurrence of such damage or in destruction (taking into account the event time needed for effecting a satisfactory settlement with any insurance company involved, removal of a partial Taking which affects the Restoration Areasdebris, restore the remainder preparation of plans and issuance of all required governmental permits) or (ii) twenty percent (20%) or more of the Restoration Areas not so Taken Premises is damaged and less than six (6) months would remain of the Lease Term or any renewal thereof upon completion of the repairs, then Landlord shall have the right, at its sole option, to substantially terminate this Lease as of the same condition as sixtieth (60th) day after such damage or destruction by giving written notice of termination within forty-five (45) days after the occurrence of such damage or destruction. 18.2 If this Lease is reasonably feasible. If any other terminated pursuant to Section 18.1 above, then all rent shall be apportioned (based on the portion of the Building Premises which is damaged by Casualty usable after such damage or Takingdestruction) and paid to the date of termination. If this Lease is not terminated as a result of such damage or destruction, then until such repair and restoration of the Premises are substantially complete, Tenant shall be required to pay the Base Rent and Additional Rent only for the portion of the Premises that is usable while such repair and restoration are being made. Landlord may elect shall bear the expenses of repairing and restoring the Premises and the Building; provided, however, that Landlord shall not be required to repair or restore the contents of the Premises, including without limitation, alterations-, decorations, furnishings, fixtures and equipment used or installed in the Premises by or on behalf of Tenant and any other personal property of Tenant. Tenant shall not be entitled to any compensation or damages from Landlord for loss of the use of the whole or any portion of the Premises or for any inconvenience or annoyance occasioned by any such damage, repair or restoration. 18.3 Notwithstanding anything herein to the contrary, Landlord shall not be obligated to restore the same so long as Premises or the affected portions Building and shall have the right to terminate this Lease if (a) the holder of any mortgage fails or refuses to make insurance proceeds available for such repair and restoration, (b) zoning or other applicable laws or regulations do not permit such repair and restoration, or (c) the cost of repairing and restoring the Building would exceed fifty percent (50%) of the Building (other than the Restoration Areas) are otherwise repaired in a manner consistent with first class office and laboratory use. If, in Landlord’s reasonable judgment, any element replacement value of the Tenant-Insured Improvements can more effectively be restored as an integral part Building, whether or not the Premises are damaged or destroyed, provided the leases of Landlord’s restoration of all other tenants in the Building or the Premises, such restoration shall also be made by Landlord, but at Tenant’s sole cost and expense (subject to the amount of insurance proceeds received by Tenant or that would have beenare similarly terminated.

Damage. If the Premises or any appurtenant areas and/or the portion of the Building or Property necessary to provide access to for Tenant's occupancy are damaged by fire, earthquake, act of God, the Premises or services toelements, or rights ofother casualty, and if (i) such casualty does not occur during the last Lease Year of the initial Term or, if such casualty occurs during the last Lease Year of the initial Term, Tenant has timely exercised the Renewal Option (as required hereunder (collectively, the “Restoration Areas”defined in Section 41(a)) are damaged pursuant to Section 41(a) and waives in whole or part because of fire or other insured casualty (“Casualty”writing any right it may have to rescind such exercise under Section 41(c), or if (ii) such casualty does not occur during the Restoration Areas are subject to a taking in connection with the exercise of any power of eminent domain, condemnation, or purchase under threat or in lieu thereof (any last Lease Year of the foregoingExtended Term (as defined in Section 41(a)), a “Taking”if any, and (iii) such casualty, in Landlord's opinion, can be repaired within one hundred eighty (180) days following the issuance of all building permits required by the relevant governmental authorities (the "Rebuilding Period"), then unless this Lease is terminated in accordance with Section 15.2 below, Landlord shallshall forthwith repair the same, subject to the last sentence provisions of this Section 15.1hereinafter set forth, restore and this Lease shall remain in full force and effect except that a proportional abatement of rental (based upon square footage) shall be allowed Tenant for such part of the Restoration Areas Premises as shall be rendered unusable by Tenant in the conduct of its business during the time such part is so unusable. Landlord's determination that such repair may be made within the Rebuilding Period shall not obligate Landlord to substantially complete the same within such period. For purposes of this Section 10, "repairs" shall include all repair and restorative work Landlord in Landlord's good faith discretion deems advisable, including, without limitation, all work and improvements Landlord deems advisable to improve the condition as existed prior to such Casualtyand quality of the Building, or whether in the event form of a partial Taking which affects the Restoration Areas, restore the remainder of the Restoration Areas not so Taken to substantially the same condition as is reasonably feasible. If any other portion of the Building is damaged by Casualty government mandated building code upgrades or Taking, then Landlord may elect not to restore the same so long as the affected portions of the Building (other than the Restoration Areas) are otherwise repaired in a manner consistent with first class office and laboratory use. If, in Landlord’s reasonable judgment, any element of the Tenant-Insured Improvements can more effectively be restored as an integral part of Landlord’s restoration of the Building or the Premises, such restoration shall also be made by Landlord, but at Tenant’s sole cost and expense (subject to the amount of insurance proceeds received by Tenant or that would have beenotherwise.

Damage. Landlord will maintain standard fire and extended coverage insurance on the Shopping Center. If the Premises or any appurtenant areas of the Building or Property necessary to provide access to the Premises or services to, or rights of, Tenant as required hereunder (collectively, the “Restoration Areas”) are demised premises shall be damaged in whole or part because of by fire or other insured casualty (“Casualty”), or if the Restoration Areas are subject to a taking in connection with the exercise of any power of eminent domain, condemnation, or purchase under threat or in lieu thereof (any of the foregoing, a “Taking”), then unless this Lease is terminated in accordance with Section 15.2 below, Landlord shall, subject to kind insured against under the last sentence policies of this Section 15.1, restore the Restoration Areas to substantially the same condition as existed prior to such Casualty, or in the event of a partial Taking which affects the Restoration Areas, restore the remainder of the Restoration Areas not so Taken to substantially the same condition as is reasonably feasible. If any other portion of the Building is damaged by Casualty or Taking, then Landlord may elect not to restore the same so long as the affected portions of the Building (other than the Restoration Areas) are otherwise repaired in a manner consistent with first class office fire insurance and laboratory use. If, in Landlord’s reasonable judgment, any element of the Tenant-Insured Improvements can more effectively be restored as an integral part of Landlord’s restoration of the Building or the Premises, such restoration shall also be made extended coverage obtained by Landlord, but are not thereby rendered untenantable in whole or in part, Landlord shall promptly, at Tenant’s sole cost its own expense, cause such damage to be repaired, and expense (subject the fixed minimum rent and all additional rent shall not be abated or reduced. If by reason of such occurrence, the demised premises shall be rendered untenantable only in part, Landlord shall promptly, at its own expense, cause the damage to be repaired, and the fixed minimum rent only shall be reduced during the period of such untenantability proportionately, based on the ratio of the number of square feet of floor area of the demised premises rendered untenantable to the amount total number of insurance proceeds received square feet of floor area of the demised premises; in such case, there shall be no reduction in the additional rent due under Article Three or otherwise under this Lease. If the demised premises shall be rendered wholly untenantable by Tenant reason of such occurrence, Landlord shall promptly, at its own expense, cause such damage to be repaired and the fixed minimum rent shall be abated during the period of such untenantability, however, in such case, there shall be no reduction in the additional rent due under Article Three or that would have beenotherwise under this Lease. Notwithstanding anything to the contrary in the foregoing, if the demised premises shall be destroyed or damaged to the extent of fifty percent (50%) or more of their replacement value above foundation walls or rendered wholly untenantable after the beginning of the last three (3) years of the then current term of this Lease (or twenty-five percent (25%) during the last two (2) years of the then current term of this Lease), or fifteen percent (15%) during the last year of the then current term of this Lease), or, if at any time forty percent (40%) or more of the buildings and improvements comprising the Shopping Center shall be damaged or destroyed or rendered substantially untenantable by any such casualty, Landlord may terminate this Lease by notice to Tenant, said notice to be given within sixty (60) days of the event giving rise to such damage or destruction. Any such termination as aforesaid shall not affect any rights theretofore accrued to Landlord because of prior defaults of Tenant. During the course of repairing the demised premises or the Shopping Center after any such

Damage. If the Premises or any appurtenant areas of the Building or Property necessary to provide access to the Premises or services to, or rights of, Tenant as required hereunder (collectively, the “Restoration Areas”) are damaged in whole or part because of fire or other insured casualty (“Casualty”), or if the Restoration Areas Premises are subject to a taking in connection with the exercise of any power of eminent domain, condemnation, or purchase under threat or in lieu thereof (any of the foregoing, a “Taking”), then unless this Lease is terminated in accordance with Section 15.2 below, Landlord shall, subject to the last sentence of this Section 15.1, shall restore the Restoration Areas Building and/or the Premises to substantially the same condition as existed prior to such Casualtyimmediately following completion of Landlord’s Work, or in the event of a partial Taking which affects the Restoration AreasBuilding and the Premises, restore the remainder of the Restoration Areas Building and the Premises not so Taken to substantially the same condition as is reasonably feasible. If any other portion Subject to rights of Mortgagees, Tenant Delays, Legal Requirements then in existence and to delays for adjustment of insurance proceeds or Taking awards, as the case may be, and instances of Force Majeure, and subject to the termination rights of the Building is damaged parties set forth in this Section 15, Landlord shall exercise commercially reasonable efforts to substantially complete such restoration as promptly as practicable. Upon substantial completion of such restoration by Landlord, Tenant shall (a) use diligent efforts to complete restoration of the Premises to substantially the same condition as existed immediately prior to such Casualty or Taking, then as the case may be, as soon as reasonably possible, or (b) with Landlord’s approval with respect to any Casualty or Taking occurring during the last thirty (30) months of the Term, assign to Landlord all of Tenant’s right, title and interest in and to any and all insurance proceeds relating to such Casualty of Taking, as the case may be. Tenant agrees to cooperate with Landlord in such manner as Landlord may elect not reasonably request to restore assist Landlord in collecting insurance proceeds due in connection with any Casualty which affects the same so long as Premises or the affected portions of the Building (other Building. In no event shall Landlord be required to expend more than the Restoration AreasNet (hereinafter defined) are otherwise repaired in a manner consistent with first class office and laboratory use. If, in Landlord’s reasonable judgment, any element of insurance proceeds Landlord receives for damage to the Tenant-Insured Improvements can more effectively be restored as an integral part of Landlord’s restoration of Premises and/or the Building or the PremisesNet Taking award attributable to the Premises and/or the Building. “Net” means the insurance proceeds or Taking award actually paid to Landlord (and not paid over to a Mortgagee) less all costs and expenses, such restoration including adjusters and attorney’s fees, of obtaining the same. Tenant shall also be made pay to Landlord Tenant’s Share of any deductible under any property insurance policy maintained by Landlord. Except as Landlord may elect pursuant to this Section 15.1, but at under no circumstances shall Landlord be required to repair any damage to, or make any repairs to or replacements of, any Tenant’s sole cost -Insured Improvements. Landlord and expense (subject Tenant shall work cooperatively in good faith to mutually determine how the amount restoration responsibilities of insurance proceeds received by Landlord and Tenant or that would have beenunder this Section 15.1 might be performed so as to restore the Premises as quickly as possible.

Damage. If the a. Ifthe Premises or any appurtenant areas of the Building or Property necessary to provide access to the Premises or services to, or rights of, Tenant as required hereunder (collectively, the “Restoration Areas”) are damaged in whole or part because of fire or other insured casualty (“Casualty”), or if the Restoration Areas are subject to a taking in connection with the exercise of any power of eminent domain, condemnation, or purchase under threat or in lieu thereof (any of the foregoing, a “Taking”), then unless this Lease is terminated in accordance with Section 15.2 belowby perils covered by Landlord's insurance, Landlord shall, subject within ninety (90) days, commence repair, reconstruction and restoration ofthe Premises and this Lease shall remain in full force and effect. b. Ifthe Premises are damaged by perils covered by insurance required to be maintained by Tenant hereunder, and ifthe proceeds received by Landlord from such insurance are not sufficient to complete the last sentence of required repair, reconstruction and restoration, Landlord shall give Tenant written notice ofthe amount ofthe deficiency and Tenant may, within thirty (30) days after receipt ofsuch notice, contribute such amount. IfTenant elects not to contribute such amount, Landlord shall have the right, at Landlord's option, to terminate this Lease with no liability to Tenant. IfTenant elects to contribute such amount, Landlord shall, within ninety (90) days, commence repair, reconstruction and restoration and this Lease shall continue in full force and effect. Tenant shall not have a right ofreimbursement from Landlord for any amount contributed under the provisions ofthis Section 15.110.l(b). c. Ifthe Premises are damaged by perils not covered by insurance, Landlord shall repair, reconstruct and restore the Restoration Areas to substantially Premises, provided, however, ifthe extent ofsuch damage is greater than twenty five percent (25%) ofthe total cost for complete restoration ofthe Premises, excluding therefrom the same condition as existed prior to such Casualty, or in replacement cost ofTenant's trade fixtures and equipment and the event of a partial Taking which affects the Restoration Areas, restore the remainder of the Restoration Areas not so Taken to substantially the same condition as is reasonably feasible. If any other portion of the Building is damaged by Casualty or Takingrestoration costs ofbuilding foundations, then Landlord may elect not to restore the same so long as the affected portions of the Building (other than the Restoration Areas) are otherwise repaired in a manner consistent with first class office and laboratory use. IfPremises, in Landlord’s reasonable judgment, any element of which case Landlord shall have the right to terminate this Lease with no liability to Tenant-Insured Improvements can more effectively be restored as an integral part of Landlord’s restoration of . Landlord shall give Tenant written notice ofits election not to restore the Building or the Premises, such restoration shall also be made by Landlord, but at Tenant’s sole cost and expense (subject to the amount of insurance proceeds received by Tenant or that would have beenPremises within thirty

Damage. (a) If the Premises or at any appurtenant areas time prior to expiration of the Building or Property necessary to provide access to the Premises or services to, or rights of, Tenant as required hereunder (collectivelythis Sublease, the “Restoration Areas”Subleased Premises are wholly or partially damaged, destroyed or rendered inaccessible by a risk fully covered (excluding deductibles) are damaged by insurance maintained by Landlord or for Landlord's benefit, and the Subtenant is unable, in whole its sole but reasonable discretion, to carry on its normal operations in all or part because of fire or other insured casualty (“Casualty”), or if the Restoration Areas are subject to a taking in connection with the exercise of any power of eminent domain, condemnation, or purchase under threat or in lieu thereof (any of the foregoing, a “Taking”), then unless this Lease is terminated in accordance with Section 15.2 below, Landlord shall, subject to the last sentence of this Section 15.1, restore the Restoration Areas to substantially the same condition as existed prior to such Casualty, or in the event of a partial Taking which affects the Restoration Areas, restore the remainder of the Restoration Areas not so Taken to substantially the same condition as is reasonably feasible. If any other substantial portion of the Building is damaged by Casualty Subleased Premises, then, Subtenant shall give Sublandlord notice which Sublandlord shall transmit to Landlord. Within the later of twenty (20) days after Subtenant's notice or Takingforty-five (45) days after the damage or destruction, then Sublandlord shall give Subtenant notice of Landlord's reasonable determination that the Subleased Premises can or cannot be fully restored and ready for occupancy within one (1) year from the date of damage or destruction, without payment of overtime or other premiums. (1) If Landlord may elect not to restore determines that the same Subleased Premises can be so long as the affected portions restored within one (1) year, (i) this sublease shall remain in full force, (ii) rent shall be abated proportionally for such portion of the Building Subleased Premises as is inaccessible or unusable, to the extent rent is abated under the Lease, and (other than iii) Landlord shall proceed diligently to repair the Restoration Areas) are otherwise repaired damage or destruction, including all Tenant improvements, using materials of at least the quality used in the original construction of the Complex, Premises and Tenant Improvements with a manner consistent with first class office and laboratory useminimum of interference in Subtenant's normal operations. If, in Landlord’s Sublandlord's sole but reasonable judgment, Landlord shall not have performed any element of the Tenant-Insured Improvements can more effectively above obligations in strict compliance therewith, then Sublandlord may, but shall not be required to, undertake such obligations at Landlord's expense. (2) If Landlord determines that the Subleased Premises cannot be so restored as an integral part within one (1) year, then Subtenant may, at its option, request Sublandlord to exercise its rights to terminate the Lease with respect to the Subleased Premises, which Sublandlord agrees to do. (b) If any time prior to expiration or termination of this Sublease, the Subleased Premises are wholly or partially damaged, destroyed or rendered inaccessible by a risk not fully covered (excluding deductibles) by insurance maintained by Landlord or for Landlord’s restoration 's benefit, and the Subtenant is unable, in its sole but reasonable discretion, to carry on its normal operations in all or a substantial portion of the Building or the Subleased Premises, such restoration then Subtenant shall also be made by give Sublandlord notice which Sublandlord shall transmit to Landlord. Promptly following receipt of notice from Landlord, but at Tenant’s sole cost Sublandlord shall give Subtenant notice informing Subtenant whether Landlord intends to repair such damage or destruction, and expense if so, whether such damage or destruction can be fully restored and ready for occupancy within one (subject 1) year from the date of damage or destruction, without payment of overtime or other premiums. (1) If Landlord elects to repair and such damage or destruction can be fully restored within one (1) year, (i) this Sublease shall remain in full force, (ii) rent shall be abated proportionally for such portion of the Subleased Premises as is inaccessible or unusable to the amount extent rent is abated under the Lease, (iii) Landlord shall proceed diligently to repair the damage or destruction, including all Tenant improvements, using materials of insurance proceeds received by at least the quality used in the original construction of the Complex, Demised Premises and Tenant Improvements with a minimum of interference in Subtenant's normal operations. If, in Subtenant's sole but reasonable judgment, Landlord shall not have performed any of the above obligations in strict compliance therewith, then Sublandlord may, but shall not be required to, undertake such obligations at Landlord's expense. (2) If Landlord does not elect to repair or determines that would have beenthe Subleased Premises cannot be so restored within one (1) year, then Subtenant may, at its option, request Sublandlord to exercise its right to terminate the Lease with respect to the Subleased Premises, which Sublandlord agrees to do.

Damage. (a) If the Building, Land or Premises are damaged by fire or other casualty, and this Lease is not terminated, as provided in clause 14(b) below, Landlord shall repair the damage at no expense to Tenant to the extent of the Base Building Improvements, as described herein, with reasonable promptness after notice to it of the damage; provided, however, that Landlord shall not be required to repair or replace any of Tenant’s property or any appurtenant alterations made by Tenant in the Premises, including the Tenant Improvements. In such event, Landlord shall provide to Tenant an amount equal to the Tenant Allowance and other similar allowances provided by Landlord to Tenant hereunder to improve and build-out space as a part of expansions of the space leased by Tenant under this Lease, to be disbursed as described herein, and Rent shall ▇▇▇▇▇ for the Premises, or portions thereof, from the date of the damage until the earlier date to occur of: (i) the date Tenant occupies any portion of the Premises for the purposes of conducting its business therein (as to such portion only), or (ii) if four (4) or less floors of the Premises are damaged by the casualty, one hundred twenty (120) days after Landlord has substantially completed the restoration of the Base Building Improvements and provides access to the Premises to Tenant so that work on Tenant Improvements can commence therein, with Tenant having an additional fifteen (15) days prior to Rent commencement under such circumstances for every additional floor so damaged by the casualty in question so that restoration thereof is required; provided, however, if one of the floors damaged in such casualty is the 20th floor of the Building, then Tenant shall have, as to that floor only, an additional thirty (30) days after Landlord turns over such space to Tenant in accordance with the above, prior to Rent commencement for such floor. All of the Rent commencement dates set forth above shall be extended by Landlord Delay and Tenant Force Majeure Items. Tenant shall have the right to work on the damaged areas of the Premises at the same time Landlord is working on the damaged areas of the Building and each shall cause its respective contractor to cooperate with one another in such efforts. (b) If the Building, Land or Property necessary to provide access to the Premises or services to, or rights of, Tenant as required hereunder (collectively, the “Restoration Areas”) are substantially damaged in whole or part because of by fire or other insured casualty casualty, Landlord may terminate this Lease by notice to Tenant within forty-five (“Casualty”), or if 45) days after the Restoration Areas are subject to a taking in connection with the exercise of any power of eminent domain, condemnation, or purchase under threat or in lieu thereof (any date of the foregoingdamage and this Lease shall terminate upon the thirtieth (30th) day after such notice by which date Tenant shall vacate and surrender the Premises to Landlord; provided, a “Taking”)however, then unless Landlord may terminate this Lease in such circumstances only if Landlord terminates all other leases in the Building which Landlord has the right to terminate. If this Lease is terminated by Landlord in accordance with Section 15.2 belowthis clause 14(b), Landlord shall, subject Tenant shall not be responsible for any Rent allocable to the last sentence period commencing after the date of this Section 15.1the damage, restore and Landlord shall refund to Tenant any Rent paid by Tenant allocable to such period along with the Restoration Areas notice of termination. The Building, Land or Premises (whether or not the Premises are damaged) shall be deemed substantially damaged if (1) Landlord is required to substantially expend for repairs more than forty-five percent (45%) of the same condition as existed replacement value of the Building immediately prior to such Casualtythe damage, or (2) repair by Landlord in the manner set forth in clause 14(a) above, is not possible in accordance with Landlord’s reasonable estimate, within one hundred eighty (180) days following the date of the damage. (c) If the Building, Land or Premises are damaged by fire or other casualty and this Lease has not been terminated and Landlord does not substantially complete the repair or restoration of the Building, Land or Premises to the extent required under clause 14(a) above within (x) one hundred eighty (180) days after the date of the casualty, or (y) such longer period as Tenant accepts, Tenant may terminate this Lease by notice to Landlord given at any time after the end of the one hundred eighty (180) day or longer period, as applicable. If the completion of repairs is delayed by Tenant or Tenant’s Representatives, the foregoing one hundred eighty (180) day or longer period, as applicable, shall be extended to the extent of such delay. Termination shall be effective thirty (30) days after such notice is given unless Landlord shall substantially complete the repair or restoration within the thirty (30) day period, in which case Tenant’s notice of termination shall be deemed withdrawn. If this Lease is terminated by Tenant in accordance with this clause 14(c), the Rent shall be equitably ▇▇▇▇▇ from the date of damage until the date of termination. This Section 14 is intended to provide the only remedies available to Tenant for damage caused by casualty and, therefore, to the extent permitted by law, Tenant waives the provision of any Laws which would provide alternative or additional remedies in the event of a partial Taking which affects the Restoration Areas, restore the remainder of the Restoration Areas not so Taken to substantially the same condition as is reasonably feasible. If any other portion of the Building is damaged by Casualty or Taking, then Landlord may elect not to restore the same so long as the affected portions of the Building (other than the Restoration Areas) are otherwise repaired in a manner consistent with first class office and laboratory use. If, in Landlord’s reasonable judgment, any element of the Tenant-Insured Improvements can more effectively be restored as an integral part of Landlord’s restoration of the Building or the Premises, such restoration shall also be made by Landlord, but at Tenant’s sole cost and expense (subject to the amount of insurance proceeds received by Tenant or that would have beendamage.

Damage. If the Premises or any appurtenant areas of the Building or Property necessary to provide access to the Premises or services to, or rights of, Tenant as required hereunder (collectively, the “Restoration Areas”) are damaged in whole or part because of fire or other insured casualty or otherwise become not habitable (“Casualty”), or if the Restoration Areas Premises are subject to a taking in connection with the exercise of any power of eminent domain, condemnation, or purchase under threat or in lieu thereof (any of the foregoing, a “Taking”), then unless this Lease is terminated in accordance with Section 15.2 below, Landlord shall, subject to the last sentence of this Section 15.1, shall restore the Restoration Areas Building and/or the Premises to substantially the same condition as existed prior to such Casualtyimmediately following completion of Tenant’s Work, or in the event of a partial Taking which affects the Restoration AreasBuilding and the Premises, restore the remainder of the Restoration Areas Building and the Premises not so Taken to substantially the same condition as is reasonably feasible. If any other portion of the Building is damaged by Casualty or Taking, then Landlord may elect not to restore the same so long as the affected portions of the Building (other than the Restoration Areas) are otherwise repaired in a manner consistent with first class office and laboratory use. If, in Landlord’s reasonable judgment, any element of the Tenant-Insured Improvements can more effectively be restored as an integral part of Landlord’s restoration of the Building or the Premises, such restoration shall also be made by Landlord, but at Tenant’s sole cost and expense (subject expense. Subject to the amount rights of Mortgagees, Tenant Delays, Legal Requirements then in existence and to delays for adjustment of insurance proceeds received or Taking awards, as the case may be, and instances of Landlord’s Force Majeure, Landlord shall substantially complete such restoration within one (1) year after Landlord’s receipt of all required permits therefor with respect to substantial reconstruction of at least 50% of the Building, or, within one hundred eighty (180) days after Landlord’s receipt of all required permits therefor in the case of restoration of less than 50% of the Building. Upon substantial completion of such restoration by Landlord, Tenant shall use diligent efforts to complete restoration of the Premises to substantially the same condition as existed immediately prior to such Casualty or that would have beenTaking, as the case may be, as soon as reasonably possible. Tenant agrees to cooperate with Landlord in such manner as Landlord may reasonably request to assist Landlord in collecting insurance proceeds due in connection with any Casualty which affects the Premises or the Building. In no event shall Landlord be required to expend more than the Net (hereinafter defined) insurance proceeds Landlord receives for damage to the Premises and/or the Building or the Net Taking award attributable to the Premises and/or the Building. “Net” means the insurance proceeds or Taking award actually paid to Landlord (and not paid over to a Mortgagee) less all costs and expenses, including reasonable adjusters and attorney’s fees, of obtaining the same. Except as Landlord may elect pursuant to this Section 15.1, under no circumstances shall Landlord be required to repair any damage to, or make any repairs to or replacements of, any Tenant-Insured Improvements. If part of the Premises shall be subject to a Taking, and this Lease is not terminated as provided in this Section 15, the Rent payable hereunder during the unexpired Term shall be reduced to such extent as may be fair and reasonable under the circumstances and to reflect Tenant’s diminished ability to use the Premises.

Damage. If Except as otherwise provided in this Lease, if the improvements located on the Premises are damaged and such damage was caused by fire or other peril covered by HOLA’s insurance, HOLA agrees to repair such damage to the extent set forth in this Section, and this Lease shall continue in full force and effect. If (1) such improvements are damaged as the result of any appurtenant areas cause other than perils covered by HOLA’s insurance, or (2) during the last twenty (20) years of the Building or Property necessary to provide access to the Premises or services to, or rights of, Tenant as required hereunder (collectively, the “Restoration Areas”) Term of this Lease such improvements are damaged in whole or part because as the result of fire or other insured casualty perils covered by HOLA’s insurance, and the cost to repair such damages (“Casualty”)as determined by HOLA in good faith) shall exceed thirty-five percent (35%) of the full replacement cost of the improvements, or if (3) during the Restoration Areas are subject to a taking in connection with the exercise of any power of eminent domain, condemnation, or purchase under threat or in lieu thereof last ten (any 10) years of the foregoingTerm of this Lease such improvements are damaged as a result of fire or other peril covered by HOLA’s insurance, a “Taking”)and the cost to repair such damage (as determined by HOLA in good faith) shall exceed fifteen percent (15%) of the full replacement cost of the improvements, then unless this Lease is terminated in accordance with Section 15.2 belowHOLA may, Landlord shallat HOLA’s option, subject to the last sentence of this Section 15.1, restore the Restoration Areas to substantially the same condition either (i) repair such damage as existed prior to such Casualty, or in the event of a partial Taking which affects the Restoration Areas, restore the remainder of the Restoration Areas not so Taken to substantially the same condition soon as is reasonably feasible. If any other portion of the Building is damaged by Casualty or Taking, then Landlord may elect not to restore the same so long as the affected portions of the Building (other than the Restoration Areas) are otherwise repaired in a manner consistent with first class office and laboratory use. If, in Landlord’s reasonable judgment, any element of the Tenant-Insured Improvements can more effectively be restored as an integral part of Landlord’s restoration of the Building or the Premises, such restoration shall also be made by Landlord, but practicable at TenantHOLA’s sole cost and expense expense, in which event this Lease shall continue in full force and effect, or (subject ii) give written notice to CITY within ninety (90) days after the amount date of occurrence of such damage of HOLA’s intention to cancel and terminate this Lease thirty (30) days after written notice of the intention to cancel and terminate. Upon such termination, HOLA shall, ifrequested by CITY, complete demolition ofthe damaged Center or other damaged improvement. Notwithstanding the foregoing, while any Leasehold Mortgage remains outstanding, the use of insurance proceeds received following a casualty and the determination to replace any damaged improvements shall be governed by Tenant or that would have beenthe Leasehold Mortgage and any documents related to such Leasehold Mortgage.

Damage. If 22.1 In the event the Premises or any appurtenant areas of the Building or Property necessary to provide access to the Premises or services toBuilding, or rights ofany portion thereof, Tenant as required hereunder (collectively, the “Restoration Areas”) are shall be damaged in whole or part because of by fire or other insured casualty (“Casualty”)casualty, or if the Restoration Areas are subject to a taking in connection which damage substantially interferes with the exercise of any power of eminent domain, condemnation, or purchase under threat or in lieu thereof (any Tenant’s use of the foregoingPremises, a “Taking”)this Lease shall terminate one hundred eighty (180) days after the date of such damage, then unless ▇▇▇▇▇▇ receives written notice from Landlord within thirty (30) days after the occurrence of such damage that Landlord will repair said damage within such period of time, in which case this Lease shall continue in full force and effect. If this Lease is terminated in accordance with Section 15.2 belowpursuant to this Section, Landlord shallRent shall be prorated as of the date of the casualty event and the Security Deposit shall be returned to Tenant, subject less any offsets permitted hereunder, and all rights and obligations under this Lease shall cease and terminate, except as to those that are stated herein to survive expiration of the Lease Term or termination of this Lease. 22.1 [Intentionally omitted]. 22.3 In the event of any damage to the last sentence Building or the Premises to the extent that repairs will not be completed within one hundred eighty (180) days after the date of this Section 15.1, restore the Restoration Areas to substantially the same condition as existed prior to such Casualtydamage, or in the event the Project shall be damaged to the extent of a partial Taking which affects the Restoration Areas, restore the remainder twenty-five percent (25%) or more of the Restoration Areas not so Taken replacement aggregate cost thereof, either Landlord or Tenant may elect to substantially terminate this Lease upon written notice to the same condition as is reasonably feasibleother party of such election within ninety (90) days after the occurrence of the event causing the damage. If any Rent and all other costs shall be equitably abated for the period during which the Premises are untenantable. To the extent and during the time that only a portion of the Premises are tenantable and to the extent that Tenant is able to conduct its business therefrom in a reasonable, prudent, and businesslike manner without interference, Tenant will receive a fair diminution of Rent based on an estimated percentage of unusable space in the Premises. 22.4 Landlord’s repairs pursuant to the provisions of this Article, if any, shall be limited to such repairs as are necessary to place the Project, Building is damaged or Premises in the condition existing on the Commencement Date, and when placed in such condition the Project, Building and Premises shall be deemed restored and rendered tenantable and Tenant, at its sole expense, shall immediately perform, in accordance with the provisions of Article 14 hereof, entitled “Alterations; Mechanic’s Liens,” any additional work required and repair or replace its stock in trade, fixtures, furniture, furnishings and equipment. 22.5 All insurance proceeds payable under any fire and/or rental interruption insurance shall be paid solely to Landlord, and Tenant shall have no interest therein. Insurance proceeds for Tenant’s separate insured interest, such as renter’s insurance or business interruption insurance, shall be payable to Tenant. Tenant shall in no case be entitled to compensation for damages on account of any annoyance or inconvenience in making repairs under any provision of this Lease. 22.6 Except to the extent provided in this Article, neither the Rent payable by Casualty Tenant nor any of Tenant’s obligations under any provision of this Lease shall be affected by any damage to or Taking, then Landlord may elect not to restore the same so long as the affected portions destruction of the Building (other than the Restoration Areas) are otherwise repaired in a manner consistent with first class office and laboratory use. IfProject, in Landlord’s reasonable judgment, any element of the Tenant-Insured Improvements can more effectively be restored as an integral part of Landlord’s restoration of the Building or the Premises, such restoration shall also be made or any portion thereof, by Landlord, but at Tenant’s sole cost and expense (subject to the amount of insurance proceeds received by Tenant or that would have beenany cause whatsoever.

Damage. If 12.01 INSURED LOSS shall herein mean damage or destruction which was caused by an event required to be covered by the insurance described in Section 11. 12.02 In the event the Building is damaged or destroyed to the extent of less than fifty percent (50%) of the replacement value thereof, Landlord, at its sole cost and expense, unless it elects to terminate this Lease pursuant to this Section 12, will proceed with reasonable speed to repair the Premises or any appurtenant areas the Building, as the case may be (i) to a condition substantially equal to the condition of the Building or Property necessary to provide access to the Premises or services tothe Building existing immediately prior to such damage or destruction, (ii) pursuant to all applicable requirements of law and duly constituted governmental authority, and (iii) in the case of the Premises, in accordance with specifications, working plans and drawings prepared by Landlord, at its sole cost and expense, and approved in advance by Tenant, which appeal shall not be unreasonably withheld or rights ofdelayed. The building insurance proceeds under the policies maintained by Tenant shall be applied toward the cost of all repairs and restoration Landlord is required to make under this Section 12.02 and such repairs and restoration proceeds shall be available to the Landlord to facilitate such repairs and restoration of the Premises Tenant shall reimburse Landlord for any amounts not covered by the insurance proceeds. In the event the Building is damaged or destroyed to the extent of more than fifty percent (50%) of the replacement value thereof, Tenant as required hereunder (collectivelyLandlord will have the right to elect to demolish, rebuild or reconstruct the “Restoration Areas”) are Building if it is damaged in whole or part because of by fire or other insured casualty (“Casualty”)and, if Landlord so elects, whether or if not the Restoration Areas are subject Premises have been damaged, this Lease may be terminated by Landlord upon written notice to a taking in connection with the exercise of any power of eminent domain, condemnation, or purchase under threat or in lieu thereof (any Tenant and the rent will be adjusted to the date of the foregoing, a “Taking”), then unless this Lease is terminated in accordance with Section 15.2 below, Landlord shall, subject to the last sentence of this Section 15.1, restore the Restoration Areas to substantially the same condition as existed prior to such Casualty, fire or in other casualty. In the event of a partial Taking which affects the Restoration Areas, restore the remainder of the Restoration Areas not so Taken to substantially the same condition as is reasonably feasible. If any other portion of the Building is damaged by Casualty or Taking, then Landlord may elect not destroyed to restore the same so long as the affected portions extent of more than fifty percent (50%) of the replacement value thereof, Tenant shall have the right to terminate the Lease, by written notice, and the rent will be adjusted to the date of the fire or other casualty. If such damage makes the Premises untenantable and was not caused by any act, neglect or default of Tenant, its servants, agents, employees, visitors or licensees, there will be an equitable abatement of rent for the period during which and to the extent that the Premises are untenantable and until Landlord fully repairs and restores the Premises and the Building to a condition substantially equal to the condition thereof which existed immediately prior to that fire or other casualty (other than or to the Restoration Areas) are condition otherwise repaired in a manner consistent with first class office and laboratory useapproved by Tenant). IfIf repair of the Premises is delayed by Tenant's failure to adjust its own insurance claim, there will be no abatement of rent for the period of such delay. Notwithstanding anything to the contrary contained herein, in Landlord’s reasonable judgment, any element of the Tenant-Insured Improvements can more effectively be restored as an integral part of Landlord’s event Landlord has not completed the repairs and restoration of the Premises and/or the Building within eight (8) months after the date such damage and such delay is not the result of Tenant's failure to provide the necessary insurance proceeds to repair such damage or destruction, then Tenant, at its option, may cancel and terminate this Lease upon ten (10) days written notice to Landlord. Further, if the Premises, such restoration Building shall also be made by Landlord, but at Tenant’s sole cost and expense (subject damaged or destroyed to the amount extent of insurance proceeds received more than thirty-five percent (35%) of the replacement cost thereof within twenty-four (24) months of the expiration of the Term of this Lease, as the same may have been extended, either Landlord or Tenant shall have the right to terminate this Lease as of the date of such damage or destruction by giving written notice to the other party within thirty (30) days following such damage or destruction, unless Tenant, within thirty (30) days following the receipt of such notice from Landlord shall exercise an option to extend the Term of this Lease pursuant to Section 2 hereof. If this Lease is terminated pursuant to this Section 12, Landlord and Tenant shall each be released from its respective liability and obligations hereunder accruing from and after the date of such damage or that would have beendestruction.

Damage. (a) If the Building, Land or Premises are damaged by fire or other casualty and this Lease is not terminated as provided below, Landlord shall repair the damage at its expense (except for excess costs related to above- standard leasehold improvements in the Premises which shall be at Tenant's expense), with reasonable promptness after notice to it of the damage; provided, however, that Landlord shall not be required to repair or replace any of Tenant's property or any alteration or improvements made by Tenant. If the Premises are damaged by fire or other casualty, then to the extent that the Premises are rendered untenantable, the Rent shall equitably ▇▇▇▇▇ from the date of the damage to the date the damage is repaired. If repairs are delayed in any appurtenant areas way by Tenant (b) If the Building, Land or Premises are substantially damaged by fire or other casualty, Landlord may terminate this Lease by notice to Tenant within 90 days after the date of the damage and this Lease shall terminate upon the 30th day after such notice by which date Tenant shall vacate and surrender the Premises to Landlord. The Rent shall be equitably prorated to the date of termination. The Building, Land or Premises (whether or not the Premises are damaged) shall be deemed substantially damaged if: (1) Landlord is required to expend for repairs more than 20 percent of the replacement value of the Building or Property necessary to provide access immediately prior to the Premises or services todamage, or rights of, Tenant as required hereunder (collectively, the “Restoration Areas”2) are damaged in whole or part because of fire or other insured casualty (“Casualty”), or if the Restoration Areas are subject to a taking in connection with the exercise of any power of eminent domain, condemnation, or purchase under threat or in lieu thereof (any of the foregoing, a “Taking”), then unless this Lease repair is terminated not possible in accordance with Landlord's reasonable estimate within 180 days following the date of the damage. (c) If this Lease has not been terminated and Landlord does not substantially complete the repair or restoration of the Building, Land or Premises within 180 days after the date of the casualty, and if such failure has a material, adverse effect on Tenant's business in the Premises, Tenant may (provided such failure is not due to any fault of Tenant or Tenant's Representatives) terminate this Lease by notice to Landlord given within 10 days after the end of the 180-day period. Termination shall be effective 30 days after such notice is given unless Landlord shall substantially complete the repair or restoration within the 30-day period, in which case Tenant's notice of termination shall be deemed withdrawn. This Section 15.2 belowis intended to provide the only remedies available to Tenant for damage caused by casualty and, Landlord shalltherefore, subject to the last sentence extent permitted by Law, Tenant waives the provisions of this Section 15.1, restore the Restoration Areas to substantially the same condition as existed prior to such Casualty, any Laws which would provide alternative or additional remedies in the event of a partial Taking which affects the Restoration Areas, restore the remainder of the Restoration Areas not so Taken to substantially the same condition as is reasonably feasible. If any other portion of the Building is damaged by Casualty or Taking, then Landlord may elect not to restore the same so long as the affected portions of the Building (other than the Restoration Areas) are otherwise repaired in a manner consistent with first class office and laboratory use. If, in Landlord’s reasonable judgment, any element of the Tenant-Insured Improvements can more effectively be restored as an integral part of Landlord’s restoration of the Building or the Premises, such restoration shall also be made by Landlord, but at Tenant’s sole cost and expense (subject to the amount of insurance proceeds received by Tenant or that would have beendamage.

Damage. (a) If at any time prior to expiration or termination of this Lease, the Premises are wholly or any appurtenant areas of partially damaged, destroyed or rendered inaccessible by a risk fully covered (excluding deductibles) by insurance maintained by Landlord or for Landlord’s benefit, and the Building Tenant is unable, in its sole but reasonable discretion, to carry on its normal operations in all or Property necessary to provide access to the Premises or services to, or rights of, Tenant as required hereunder (collectively, the “Restoration Areas”) are damaged in whole or part because of fire or other insured casualty (“Casualty”), or if the Restoration Areas are subject to a taking in connection with the exercise of any power of eminent domain, condemnation, or purchase under threat or in lieu thereof (any of the foregoing, a “Taking”), then unless this Lease is terminated in accordance with Section 15.2 below, Landlord shall, subject to the last sentence of this Section 15.1, restore the Restoration Areas to substantially the same condition as existed prior to such Casualty, or in the event of a partial Taking which affects the Restoration Areas, restore the remainder of the Restoration Areas not so Taken to substantially the same condition as is reasonably feasible. If any other substantial portion of the Building Premises, then, Tenant shall give Landlord notice and within the later of thirty (30) days after Tenant’s notice or sixty (60) days after the damage or destruction, Landlord shall give Tenant notice of its reasonable determination that the Premises can or cannot be fully restored and ready for occupancy within one (1) year from the date of damage or destruction, without payment of overtime or other premiums. (1) If Landlord determines that the Premises can be so restored within one (1) year, (i) this Lease shall remain in full force, (ii) rent shall be abated proportionally for such portion of the Premises as is damaged by Casualty inaccessible or Takingunusable, then Landlord may elect not to restore the same for so long as such portion is inaccessible or unusable; and (iii) Landlord shall proceed diligently to repair the affected portions damage or destruction, including all Tenant Improvements, using materials of at least the quality used in the original construction of the Building (other than the Restoration Areas) are otherwise repaired Complex, Premises and Tenant Improvements with a minimum of interference in a manner consistent with first class office and laboratory useTenant’s normal operations. If, in LandlordTenant’s sole but reasonable judgment, Landlord shall not have performed any element of the above obligations in strict compliance therewith, then Tenant may, but shall not be required to, undertake such obligations, and reasonable, actual costs incurred as a result thereof shall be reimbursed by Landlord within thirty (30) days after Tenant-Insured Improvements can more effectively ’s request for payment. (2) If Landlord determines that the Premises cannot be so restored as an integral part of Landlord’s restoration within one (1) year, then either Landlord or Tenant may, at its option, (i) terminate this Lease with respect to the Buildings substantially damaged or destroyed, or, if (ii) damage exceeds fifty percent (50%) of the Building or replacement cost of the Premises, terminate the Lease. Upon partial termination, rent shall be reduced proportionally to reflect the reduced area of the leased Premises. (b) If any time prior to expiration or termination of this Lease, the Premises are wholly or partially damaged, destroyed or rendered inaccessible by a risk not fully covered (excluding deductibles) by insurance maintained by Landlord or for Landlord’s benefit, and the Tenant is unable, in its sole but reasonable discretion, to carry on its normal operations in all or a substantial portion of the Premises, then Tenant shall give Landlord notice and within sixty (60) days after the damage or destruction, Landlord shall give Tenant notice informing Tenant whether Landlord intends to repair such restoration damage or destruction, and if so, whether such damage or destruction can be fully restored and ready for occupancy within one (1) year from the date of damage or destruction, without payment of overtime or other premiums. (1) If Landlord elects to repair and such damage or destruction can be fully restored within one (1) year, (i) this Lease shall also remain in full force, (ii) rent shall be made by Landlordabated proportionally for such portion of the Premises as is inaccessible or unusable, but for so long as such portion is inaccessible or unusable; and (iii) Landlord shall proceed diligently to repair the damage or destruction, including all Tenant Improvements, using materials of at least the quality used in the original construction of the Complex, Premises and Tenant Improvements with a minimum of interference in Tenant’s normal operations. If, in Tenant’s sole cost but reasonable judgment, Landlord shall not have performed any of the above obligations in strict compliance therewith, then Tenant may, but shall not be required to, undertake such obligations, and expense reasonable, actual costs incurred as a result thereof shall be reimbursed by Landlord within thirty (subject 30) days after Tenant’s request for payment. (2) If Landlord does not elect to repair or determines that the Premises cannot be so restored within one (1) year, then Tenant may, at its option, (i) terminate this Lease with respect to the amount Buildings substantially damaged or destroyed, or, if (ii) damage exceeds fifty percent (50%) of insurance proceeds received the replacement cost of the Premises, terminate the Lease. Upon partial termination, rent shall be reduced proportionally to reflect the reduced area of the leased Premises. (c) If during the final twelve (12) months of the term of this Lease (or any extension term) the Premises are wholly or partially damaged, destroyed or rendered inaccessible and the Tenant is unable, in its sole but reasonable discretion, to carry on its normal operations in all or a substantial portion of the Premises, either Landlord or Tenant may terminate this Lease with respect to affected Buildings or the entire Premises, by Tenant or that would have beengiving Landlord written notice of its election to terminate. Upon partial termination, rent shall be reduced proportionally to reflect the reduced area of the leased Premises.

Damage. If the Premises or any appurtenant areas of the Building or Property necessary to provide access to the Premises or services toDemised Premises, or rights ofthe building in which it forms a part, Tenant as required hereunder (collectively, the “Restoration Areas”) are is partially damaged in whole or part because of by fire or other insured casualty not caused by negligence or willful act or omission of Tenant, which damage substantially impairs Tenant's ability to carry on its business, and such damage can be repaired within 90 days of the date of such occurrence, this Lease shall remain in full force and effect, and the Landlord shall promptly repair such damage at its expense, and in that event, there shall be a proportionate abatement of rent for so much of the Demised Premises as are reasonably agreed to by Landlord and Tenant as unusable by Tenant in its day-to-day business during the period of repair or restoration. If in the opinion of a registered architect or engineer appointed by mutual agreement of the Landlord and Tenant, the Demised Premises are damaged by fire or other casualty, as aforesaid, to such an extent as to make them totally unusable by the Tenant in its day-to-day business for a period of ninety (“Casualty”)90) days or more from the date of such occurrence, and such damage cannot be repaired or if the Restoration Areas Premises restored within said time, this Lease shall terminate at the option of either party upon the written notice given within thirty (30) days after such occurrence. If fifty (50%) percent or more of the building of which the Demised Premises form a part are subject damaged by fire or other casualty, as aforesaid, to a taking such extent that the same cannot, in connection with the exercise opinion of such an architect or engineer, be repaired or restored within ninety (90) days of the date of such occurrence, this Lease may be canceled at the option of either party upon thirty (30) days written notice from the date of such occurrence, even though the Demised Premises occupied by the Tenant have not become untenantable, and there shall be an adjustment of rent to said date of termination. In addition, there shall be no obligation upon the part of Landlord to repair or rebuild during the last year of the term of this Lease, provided Landlord shall notify Tenant of it decision not to rebuild or repair during such last year within thirty (30) days of the occurrence of such an event, at which time this Lease shall terminate. In no such circumstance shall rent be payable after the period from the date of the occurrence to the date of termination. Landlord's obligation to repair or rebuild pursuant to this Paragraph shall be limited to the basic building (including wiring, plumbing and HVAC systems as they were prior to the casualty loss) and replacement of any power of eminent domain, condemnation, or purchase under threat or in lieu thereof (any of the foregoing, a “Taking”), then unless this Lease is terminated in accordance with Section 15.2 below, Landlord shall, subject to the last sentence of this Section 15.1, restore the Restoration Areas to substantially the same condition as existed prior to such Casualty, or in the event of a partial Taking interior work which affects the Restoration Areas, restore the remainder of the Restoration Areas not so Taken to substantially the same condition as is reasonably feasible. If any other portion of the Building is damaged by Casualty or Taking, then Landlord may elect not to restore the same so long as the affected portions of the Building (other than the Restoration Areas) are otherwise repaired in a manner consistent with first class office and laboratory use. If, in have originally been installed at Landlord’s reasonable judgment, any element of the Tenant-Insured Improvements can more effectively be restored as an integral part of Landlord’s restoration of the Building or the Premises, such restoration shall also be made by Landlord, but at Tenant’s sole cost and expense (subject to the amount of insurance proceeds received by Tenant or that would have been's cost.

Damage. If In the Premises or any appurtenant areas of event that the Building or Property necessary Premises are damaged for any reason whatsoever and Tenant is unable, in Tenants reasonable business judgement, to provide access carry on its normal business operations for a period of forty five (45) days or more, Tenant shall have the right to terminate this Lease by giving written notice of such termination to the Landlord no later than thirty (30) days after the occurrence of such damage. Upon such termination, Tenant's obligations hereunder and each of them, including the obligation to pay rent, shall cease and determine as of the day the Premises or services towere so damaged. If in Tenant's reasonable business judgement, or rights of, Tenant as required hereunder it is unable to carry on its normal business operations for a period of less than forty five (collectively, the “Restoration Areas”45) are damaged in whole or part days because of such damage, rent shall abat▇ (▇▇ any free rent period provided for in Paragraph 3 hereof shall be extended) for the period the Premises are untenantable. In the event the Premises are partially damaged by fire or other insured casualty and Tenant shall determine that it is able to carry on its normal business operations, Tenant shall pay rent for only such portion of the Premises which Tenant in its determination may reasonably occupy during the time required to make repairs. All repairs necessary to restore the Premises to its original condition shall be: (“Casualty”), or if a) commenced within thirty (30) days after the Restoration Areas are subject to occurrence of such damage; (b) performed in a taking diligent and workmanlike manner with material of at least the same quality utilized originally in connection the construction of the Premises; (c) completed by Landlord at Landlord's sole expense with the exercise a minimum of any power of eminent domain, condemnation, or purchase under threat or interference with Tenant's normal business operations. If in lieu thereof (Tenant's determination Landlord shall not have performed any of the foregoing, a “Taking”)above obligations in strict compliance therewith, then unless this Lease is terminated in accordance with Section 15.2 below, Landlord shall, subject to the last sentence of this Section 15.1, restore the Restoration Areas to substantially the same condition as existed prior to such Casualty, or in the event of a partial Taking which affects the Restoration Areas, restore the remainder of the Restoration Areas not so Taken to substantially the same condition as is reasonably feasible. If any other portion of the Building is damaged by Casualty or Taking, then Landlord may elect not to restore the same so long as the affected portions of the Building (other than the Restoration Areas) are otherwise repaired in a manner consistent with first class office and laboratory use. If, in Landlord’s reasonable judgment, any element of the Tenant-Insured Improvements can more effectively be restored as an integral part of Landlord’s restoration of the Building or the Premises, such restoration shall also be made by LandlordTenant may, but at Tenant’s sole cost shall not be requited to, undertake such obligations, and expense (subject to the amount of insurance proceeds received all costs and expenses incurred by Tenant as a result thereof may be deducted from any rent or that would have beenother payment clue or to become due hereunder.

Damage. (a) If the Building, Land or Premises are damaged by fire or other casualty and this Lease is not terminated as provided below, Landlord shall repair the damage at its expense (except for excess costs related to above-standard leasehold improvements in the Premises which shall be at Tenant's expense), with reasonable promptness after notice to it of the damage; provided, however, that Landlord shall not be required to repair or replace any of Tenant's property or any alteration or improvements made by Tenant. If the Premises are damaged by fire or any appurtenant areas other casualty, then to the extent that the Premises are rendered untenantable, the Rent shall equitably (b) If the Building, Land or Premises are substantially damaged by fire or other casualty, Landlord may terminate this Lease by notice to Tenant within 90 days after the date of the damage and this Lease shall terminate upon the 30th day after such notice by which date Tenant shall vacate and surrender the Premises to Landlord. The Rent shall be equitably prorated to the date of termination. The Building, Land or Premises (whether or not the Premises are damaged) shall be deemed substantially damaged if: (1) Landlord is required to expend for repairs more than 20 percent of the replacement value of the Building or Property necessary to provide access immediately prior to the Premises or services todamage, or rights of, Tenant as required hereunder (collectively, the “Restoration Areas”2) are damaged in whole or part because of fire or other insured casualty (“Casualty”), or if the Restoration Areas are subject to a taking in connection with the exercise of any power of eminent domain, condemnation, or purchase under threat or in lieu thereof (any of the foregoing, a “Taking”), then unless this Lease repair is terminated not possible in accordance with Landlord's reasonable estimate within 180 days following the date of the damage. (c) If this Lease has not been terminated and Landlord does not substantially complete the repair or restoration of the Building, Land or Premises within 180 days after the date of the casualty, and if such failure has a material, adverse effect on Tenant's business in the Premises, Tenant may (provided such failure is not due to any fault of Tenant or Tenant's Representatives) terminate this Lease by notice to Landlord given within 10 days after the end of the 180-day period. Termination shall be effective 30 days after such notice is given unless Landlord shall substantially complete the repair or restoration within the 30-day period, in which case Tenant's notice of termination shall be deemed withdrawn. This Section 15.2 belowis intended to provide the only remedies available to Tenant for damage caused by casualty and, Landlord shalltherefore, subject to the last sentence extent permitted by Law, Tenant waives the provisions of this Section 15.1, restore the Restoration Areas to substantially the same condition as existed prior to such Casualty, any Laws which would provide alternative or additional remedies in the event of a partial Taking which affects the Restoration Areas, restore the remainder of the Restoration Areas not so Taken to substantially the same condition as is reasonably feasible. If any other portion of the Building is damaged by Casualty or Taking, then Landlord may elect not to restore the same so long as the affected portions of the Building (other than the Restoration Areas) are otherwise repaired in a manner consistent with first class office and laboratory use. If, in Landlord’s reasonable judgment, any element of the Tenant-Insured Improvements can more effectively be restored as an integral part of Landlord’s restoration of the Building or the Premises, such restoration shall also be made by Landlord, but at Tenant’s sole cost and expense (subject to the amount of insurance proceeds received by Tenant or that would have beendamage.

Damage. If the Premises or any appurtenant areas of the Building or Property necessary to provide access to the Premises or services to, or rights of, Tenant as required hereunder (collectively, the “Restoration Areas”) are damaged in whole or part because of fire or other insured casualty (“Casualty”), or if the Restoration Areas are subject to a taking in connection with the exercise of any power of eminent domain, condemnation, or purchase under threat or in lieu thereof (any of the foregoing, a “Taking”), then unless this Lease is terminated in accordance with Section 15.2 below, Landlord shall, subject to the last sentence of this Section 15.1, restore the Restoration Areas to substantially the same condition as existed prior to such Casualty, or in In the event of a partial Taking which affects fire or other casualty in the Restoration AreasPremises, restore the remainder of the Restoration Areas not so Taken Tenant shall immediately give notice thereof to substantially the same condition as is reasonably feasibleLandlord. If any the Premises shall be damaged by fire or other casualty so as to render the Premises untenantable in whole or in part, the Rent provided for herein shall ▇▇▇▇▇ thereafter as to the portion of the Building is damaged Premises rendered untenantable until the earlier of (a) such time as the Premises are made tenantable, or (b) five (5) business days after Landlord substantially completes the restoration of the Premises. If damage by Casualty fire or Takingother casualty results in the Premises being untenantable in whole or in substantial part for a period reasonably estimated by a responsible contractor selected by Landlord to be one (1) year or longer after Landlord's insurance settlement, and if Landlord shall decide not to rebuild, then either party may terminate this Lease upon such date as written notice is provided to the other party and all Rent owed up to the time of such destruction or termination shall be paid by Tenant. Landlord may elect shall give Tenant written notice of its decisions, estimates or elections under this Section 18 within sixty (60) days after any such damage or destruction. If this Lease is not terminated, Landlord shall commence and prosecute with all due diligence restoration of the Premises. Notwithstanding anything contained in this Section 18 to the contrary, Landlord shall only be obligated to restore the same so long as Premises to the affected portions extent of the Building (other than insurance proceeds actually received, but if the Restoration Areas) are otherwise repaired in a manner consistent with first class office and laboratory use. If, in Landlord’s reasonable judgment, any element of the Tenant-Insured Improvements can more effectively be restored as an integral part of Landlord’s restoration of the Building or insurance proceeds actually received do not permit Landlord to restore the Premises, Landlord shall so notify Tenant and either Landlord or Tenant may terminate this Lease by written notice given within sixty (60) days after Landlord's notice. If Landlord restores the Premises or the Project in accordance with the provisions of this Section 18, then Tenant shall not have any right to terminate this Lease because of such restoration shall also damage pursuant to (i) any common law rights, (ii) Minnesota Statutes Section 504B.131 as now in effect or as it may be made hereafter amended or supplemented, or (iii) any comparable right established by Landlord, but at Tenant’s sole cost and expense (subject to the amount of insurance proceeds received by Tenant or that would have beena similar statute.

Damage. If 12.01 INSURED LOSS shall herein mean damage or destruction which was caused by an event required to be covered by the insurance described in Section 11. 12.02 In the event the Building is damaged or destroyed to the extent of less than fifty percent (50%) of the replacement value thereof, Landlord, at its sole cost and expense, unless it elects to terminate this Lease pursuant to this Section 12, will proceed with reasonable speed to repair the Premises or any appurtenant areas the Building, as the case may be (i) to a condition substantially equal to the condition of the Building or Property necessary to provide access to the Premises or services tothe Building existing immediately prior to such damage or destruction, (ii) pursuant to all applicable requirements of law and duly constituted governmental authority, and (iii) in the case of the Premises, in accordance with specifications, working plans and drawings prepared by Landlord, at its sole cost and expense, and approved in advance by Tenant, which appeal shall not be unreasonably withheld or rights ofdelayed. The building insurance proceeds under the policies maintained by Tenant shall be applied toward the cost of all repairs and restoration Landlord is required to make under this Section 12.02 and such repairs and restoration proceeds shall be available to the Landlord to facilitate such repairs and restoration of the Premises. Tenant shall reimburse Landlord for any amounts not covered by the insurance proceeds. In the event the Building is damaged or destroyed to the extent of more than fifty percent (50%) of the replacement value thereof, Tenant as required hereunder (collectivelyLandlord will have the right to elect to demolish, rebuild or reconstruct the “Restoration Areas”) are Building if it is damaged in whole or part because of by fire or other insured casualty (“Casualty”)and, if Landlord so elects, whether or if not the Restoration Areas are subject Premises have been damaged, this Lease may be terminated by Landlord upon written notice to a taking in connection with the exercise of any power of eminent domain, condemnation, or purchase under threat or in lieu thereof (any Tenant and the rent will be adjusted to the date of the foregoing, a “Taking”), then unless this Lease is terminated in accordance with Section 15.2 below, Landlord shall, subject to the last sentence of this Section 15.1, restore the Restoration Areas to substantially the same condition as existed prior to such Casualty, fire or in other casualty. In the event of a partial Taking which affects the Restoration Areas, restore the remainder of the Restoration Areas not so Taken to substantially the same condition as is reasonably feasible. If any other portion of the Building is damaged by Casualty or Taking, then Landlord may elect not destroyed to restore the same so long as the affected portions extent of more than fifty percent (50%) of the replacement value thereof, Tenant shall have the right to terminate the Lease, by written notice, and the rent will be adjusted to the date of the fire or other casualty. If such damage makes the Premises untenantable and was not caused by any act, neglect or default of Tenant, its servants, agents, employees, visitors or licensees, there will be an equitable abatement of rent for the period during which and to the extent that the Premises are untenantable and until Landlord fully repairs and restores the Premises and the Building to a condition substantially equal to the condition thereof which existed immediately prior to that fire or other casualty (other than or to the Restoration Areas) are condition otherwise repaired in a manner consistent with first class office and laboratory useapproved by Tenant). IfIf repair of the Premises is delayed by Tenant's failure to adjust its own insurance claim, there will be no abatement of rent for the period of such delay. Notwithstanding anything to the contrary contained herein, in Landlord’s reasonable judgment, any element of the Tenant-Insured Improvements can more effectively be restored as an integral part of Landlord’s event Landlord has not completed the repairs and restoration of the Premises and/or the Building within eight (8) months after the date such damage and such delay is not the result of Tenant's failure to provide the necessary insurance proceeds to repair such damage or destruction, then Tenant, at its option, may cancel and terminate this Lease upon ten (10) days written notice to Landlord. Further, if the Premises, such restoration Building shall also be made by Landlord, but at Tenant’s sole cost and expense (subject damaged or destroyed to the amount extent of insurance proceeds received more than thirty-five percent (35%) of the replacement cost thereof within twenty-four (24) months of the expiration of the Term of this Lease, as the same may have been extended, either Landlord or Tenant shall have the right to terminate this Lease as of the date of such damage or destruction by giving written notice to the other party within thirty (30) days following such damage or destruction, unless Tenant, within thirty (30) days following the receipt of such notice from Landlord shall exercise an option to extend the Term of this Lease pursuant to Section 2 hereof. If this Lease is terminated pursuant to this Section 12, Landlord and Tenant shall each be released from its respective liability and obligations hereunder accruing from and after the date of such damage or that would have beendestruction.

Damage. If the Premises or any appurtenant areas of the Building or Property necessary to provide access to the Premises or services to, or rights of, Tenant as required hereunder (collectively, the “Restoration Areas”) are damaged in whole or part because of by fire or other insured casualty (“Casualty”)cause covered by Landlord's policy of fire insurance with extended coverage or other property damage insurance carried by Landlord, or if the Restoration Areas are subject to a taking in connection with the exercise of any power of eminent domain, condemnation, or purchase under threat or in lieu thereof (any of the foregoing, a “Taking”), then unless this Lease is terminated in accordance with Section 15.2 below, Landlord shall, subject all damage to the last sentence of this Section 15.1, restore the Restoration Areas to substantially the same condition as existed prior to such Casualty, or in the event of a partial Taking which affects the Restoration Areas, restore the remainder of the Restoration Areas not so Taken to substantially the same condition as is reasonably feasible. If any other portion of the Building is damaged by Casualty or Taking, then Landlord may elect not to restore the same so long as the affected structural portions of the Building (required to be maintained by Landlord pursuant to this Lease shall be repaired by and at the expense of Landlord and the rent until such repairs shall have been made shall ▇▇▇▇▇ pro-rata according to the part of the Premises which is unusable by Tenant. However, if such damage was caused by the negligence of Tenant, its clients, invitees, licensees, agents, contractors, or employees, then all rentals shall be payable by Tenant during such period. Due allowance shall be made for reasonable delay which may arise by reason of adjustment of fire insurance on the part of Landlord and/or Tenant, and for delay on account of "labor troubles" or any other than the Restoration Areas) are otherwise repaired in a manner consistent with first class office and laboratory usecause beyond Landlord's control. If, however, the Premises are rendered wholly untenantable by fire or other cause, or Landlord shall decide not to rebuild the same, Landlord may, at its option, cancel and terminate this Lease by giving Tenant, within sixty (60) days from the date of such damage, notice in Landlord’s reasonable judgmentwriting of its intention to cancel this Lease, any element whereupon the term of this Lease shall cease and terminate upon the Tenant-Insured Improvements can more effectively be restored as an integral part of Landlord’s restoration of third day after such notice is given, and Tenant shall vacate the Building or Premises and surrender the Premises, such restoration shall also be made by same to Landlord, but at Tenant’s sole cost and expense (subject in neither of the certain contingencies in this Section mentioned shall there be any liability on the part of Landlord to Tenant covering or in respect of any period during which the amount occupation of insurance proceeds received said Premises by Tenant or that would have beenmay not be possible because of the matters hereinabove stated. If Landlord does not elect to terminate this Lease as provided above, Landlord shall proceed in a commercially reasonable manner to repair the portions of the Premises which Landlord is required to restore in accordance with this Section and, upon the completion of such repairs, Tenant shall use diligent and commercially reasonable efforts to repair the portions of the Premises which are the responsibility of Tenant to insure under this Lease.

Damage. (a) If the Leased Premises is damaged by fire or other catastrophe, either party may take reasonable steps to secure undamaged property from theft and additional damage. (b) Except as provided in subsection (e), Landlord shall repair all damage to the Leased Premises and the Building including the improvements installed by any appurtenant areas tenant(s) of the Building. Landlord shall commence the repair as soon as reasonably possible after the damage and shall diligently prosecute the repair until completion. (c) Rent shall ▇▇▇▇▇ from the date of the damage to the earlier to occur of (i) the 30th day after the repair has been substantially completed and the entire Leased Premises are available to Tenant and suitable for the Intended Uses; or (ii) the date Tenant resumes operation of its business throughout the entire Leased Premises. If the Leased Premises are repaired such that they are partially tenantable and Tenant determines to operate from the tenantable portion, Rent shall ▇▇▇▇▇ only to the extent to and in proportion with the portion of the Building or Property necessary that is not reasonably usable for the operation of Tenant's business consistent with Tenant's past practice. (i) Notwithstanding the foregoing, except as provided in subsection (e), if Landlord fails to provide access to substantially complete the Premises or services to, or rights of, Tenant as required hereunder (collectively, repair within 180 days of the “Restoration Areas”) are damaged in whole or part because of fire or other insured casualty (“Casualty”)date the damage occurs, or if the Restoration Areas are subject damage occurs in the last 36 months of the term, Tenant may elect to a taking terminate the Lease and surrender the Leased Premises to Landlord. If Landlord has not substantially completed the repairs within 180 days of the date the damage occurred and if Tenant terminates this Lease pursuant to this subsection (d), Landlord agrees to immediately pay Tenant the then unamortized cost of Tenant's investment in connection with the exercise Leased Premises as of any power the date Tenant elects to terminate the Lease, and Landlord's obligation shall survive the termination of eminent domain, condemnation, or purchase under threat or the Lease. This Section shall govern in lieu thereof (any of Section 227 of the foregoing, Real Property Law. (ii) The following is an example of amortization; it is not intended to create or limit rights pursuant to this Lease. If X invests $100 in a “Taking”), then unless this Lease is terminated in accordance with Section 15.2 below, Landlord shall, subject to leased premises on or before the last sentence commencement of this Section 15.1, restore the Restoration Areas to substantially the same condition as existed prior to such Casualty, or in the event term of a partial Taking which affects 10 year lease, the Restoration Areasinvestment would be amortized over the term at the rate of $10.00 per year. If X invests $800 as of the end of the second year of a 10 year lease, restore the investment is amortized over the remainder of the Restoration Areas not so Taken to substantially term at the same condition as is reasonably feasiblerate of $100 per year. If any other portion As of the Building end of the sixth year of the lease, the then unamortized amount of X's investment is $40 plus $400 for a total of $440. (e) If the Leased Premises is damaged by Casualty fire or Takingother catastrophe and Landlord has not yet physically commenced the repair in a bona fide manner (excluding securing of damaged property in accordance with subsection (a)), then Tenant may request Landlord may elect not to restore the same so long as the affected portions approve Tenant's performance of the Building (other than repair of the Restoration Areas) are otherwise repaired in a manner consistent with first class office and laboratory use. If, damage in Landlord’s reasonable judgment, any element 's stead. Landlord shall not unreasonably withhold its approval. Tenant shall not be deemed to have made such request unless Tenant sends written notice of the Tenant-Insured Improvements can more effectively request to Landlord. If Tenant requests Landlord's approval to repair the damage, and Landlord approves, Tenant and not Landlord shall perform Landlord's repair obligations pursuant to subsection (b), and Tenant shall be restored deemed to have waived its right to terminate the Lease pursuant to the preceding subsection (d) as an integral part a result of the particular fire or other catastrophe or the failure to complete its repair (but not as to any subsequent fire or catastrophe). If Tenant repairs the damage pursuant to this subsection (e), Tenant shall commence the repair as soon as practicable after Landlord has approved performance by the Tenant and shall diligently prosecute the repair until it has been completed. If Tenant performs the repair, Landlord agrees to pay Tenant for the costs paid or incurred by Tenant in performing the repair on or before the fifteenth day after Tenant has sent a statement requesting the reimbursement including bills or other documents reasonably supporting the request. This includes all costs and expenses for all labor, materials, overhead, contractor profit, and all other costs and expenses paid or incurred by Tenant for the repair including the amounts paid or incurred with respect to any contractors hired by Tenant to perform the work. After the commencement of the repair, Tenant may ▇▇▇▇ Landlord periodically or from time to time for costs and expenses paid or incurred by Tenant through the date of the statement. A payment shall be due Tenant on or before the fifteenth day after Tenant has sent Landlord a statement requesting the payment. If Tenant performs repairs in accordance with this subsection (e), Landlord shall cause any mortgagee of any interest in the Land and/or Building to apply any insurance proceeds in its possession arising from insurance maintained by or on behalf of Landlord to be promptly paid directly to the Tenant on Landlord's behalf to the extent necessary to satisfy Landlord's payment obligations pursuant to this Lease, but Landlord's payment or performance obligations shall not be deemed limited to the proceeds of any insurance policy maintained by or on behalf of Landlord’s restoration of the Building or the Premises, such restoration shall also be made by Landlord, but at Tenant’s sole cost and expense . (subject f) Notwithstanding anything in subsection (e) to the amount contrary, if Landlord fails to commence, continuously prosecute the performance with due diligence, or complete a repair, and the failure becomes an Event of insurance proceeds received by Default, Tenant or that would have beenmay nevertheless exercise its remedies pursuant to this Lease including performing the repair at Landlord's expense and on Landlord's behalf in order to cure Landlord's default and including Tenant's other rights and remedies pursuant to Section 13.2.

Damage. If the Premises or any appurtenant areas of the Building or Property necessary to provide access to the Premises or services to, or rights of, Tenant as required hereunder (collectively, the “Restoration Areas”) are damaged become untenantable in whole or part because of fire or other insured casualty covered by insurance required under the Lease (“"Casualty”"), or if as the Restoration Areas are subject to result of a taking of, or damage to, the Premises (or any building thereon) in connection with the exercise of any power of eminent domain, condemnation, or purchase under threat or in lieu thereof (any of the foregoing, a “"Taking”"), then unless this Landlord or Landlord's engineer shall provide written notice to Tenant of its reasonable estimate of the time reasonably required to substantially complete the necessary repairs or restoration ("Landlord's Repair Notice"). Unless the Lease is terminated in accordance with Section 15.2 below14.2, Landlord shallLandlord, with reasonable dispatch (but subject to delays for adjustment of insurance proceeds or taking awards, as the last sentence case may be, and causes beyond Landlord's reasonable control, shall repair the damage in the event of this Section 15.1, restore the Restoration Areas to substantially the same condition as existed prior to such Casualty, a Casualty (or in the event of a partial Taking which affects the Restoration AreasPremises, restore the remainder of the Restoration Areas Premises not so Taken taken to substantially the same condition as is reasonably feasible) within one (1) year with respect to substantial reconstruction of at least 50% of the Premises, or, within 120 days in the case of restoration of less than 50% of the Premises from the date of said Casualty or Taking so that the Premises are in substantially the same condition as following completion of Tenant's Work as set forth in Section 3.5, all subject to rights of Mortgagees, zoning laws, and building codes then in existence, and provided Landlord shall not be required to expend more than the net insurance proceeds Landlord receives for damage to the Premises or the net Taking award attributable to the Premises. Notwithstanding the cause for any delay, Landlord shall complete restoration within the same time periods set forth above of the Casualty or Taking. If any other portion the Premises are untenantable in whole or in part as a result of the Building is damaged by Casualty or Taking, then Landlord the rent payable hereunder during the period in which they are untenantable shall be reduced or abated to such extent as may elect not to restore the same so long as the affected portions be fair and reasonable under all of the circumstances. "Net" means the insurance proceeds or Taking award actually paid to Landlord (and not paid over to a Mortgagee) or Taking award less all costs and expenses, including adjusters and attorney's fees, of obtaining the same. Tenant also shall be required to pay to Landlord any deductible maintained under the property insurance policy specified in Section 13.1(c) above (but only to the extent not already accounted for in Building (other than Expense Rent). Tenant shall give written notice to Landlord of any damage to the Restoration Areas) Premises at the time Tenant has notice thereof. Subject to the provisions of Section 13.6 hereof, if the Premises are otherwise repaired in wholly or partially damaged or destroyed as a manner consistent with first class office and laboratory use. If, in Landlord’s reasonable judgment, any element result of the willful misconduct of Tenant or any of Tenant-Insured Improvements can more effectively be restored as an integral part of Landlord’s restoration of the Building 's Affiliates, and Landlord elects to undertake to repair or the Premisesrestore all such damage or destruction, such repair and restoration shall also be made at Tenant's sole cost and expense, and this Lease shall continue in full force and effect without any abatement or reduction in Base Rent or other payments owed by Tenant; provided, however, that Tenant shall be relieved of its obligation pursuant to this Section 14.1 to the extent that insurance proceeds are collected by Landlord pursuant to insurance policies carried by Landlord, but at in which case Tenant shall be responsible for the payment of the deductible and that portion not covered by insurance. Under no circumstances shall Landlord be required to repair any damage to, or make any repairs to or replacements of, Tenant’s sole cost and expense (subject to the amount of insurance proceeds received by Tenant or that would have been's personal property.

Damage. If the Premises or any appurtenant areas of the Building or Property necessary to provide access to the Premises or services to, or rights of, Tenant as required hereunder (collectively, the “Restoration Areas”) are damaged in whole or part because of fire or other insured casualty (“Casualty”), or if the Restoration Areas Premises are subject to a taking in connection with the exercise of any power of eminent domain, condemnation, or purchase under threat or in lieu thereof (any of the foregoing, a “Taking”), then unless this Lease is terminated in accordance with Section 15.2 below, Landlord shall, subject to the last sentence of this Section 15.1, shall restore the Restoration Areas Building and/or the Premises to substantially the same condition as existed prior to such Casualtyimmediately following completion of Landlord’s Work, or in the event of a partial Taking which affects the Restoration AreasBuilding and the Premises, restore the remainder of the Restoration Areas Building and the Premises not so Taken to substantially the same condition as is reasonably feasible. If any other portion of the Building is damaged by Casualty or Taking, then Landlord may elect not to restore the same so long as the affected portions of the Building (other than the Restoration Areas) are otherwise repaired in a manner consistent with first class office and laboratory use. If, in Landlord’s reasonable judgment, any element of the Tenant-Insured Improvements can more effectively be restored as an integral part of Landlord’s restoration of the Building or the Premises, such restoration shall also be made by Landlord, but at Tenant’s sole cost and expense (subject expense. Subject to the amount rights of Mortgagees, Tenant Delays, Legal Requirements then in existence and to delays for adjustment of insurance proceeds received or Taking awards, as the case may be, and instances of Landlord’s Force Majeure, Landlord shall substantially complete such restoration within the time period originally estimated by Landlord prior to commencement of the restoration. Upon substantial completion of such restoration by Landlord, Tenant shall use diligent efforts to complete restoration of the Premises to substantially the same condition as existed immediately prior to such Casualty or that would have beenTaking, as the case may be, as soon as reasonably possible. ▇▇▇▇▇▇ agrees to cooperate with Landlord in such manner as Landlord may reasonably request to assist Landlord in collecting insurance proceeds due in connection with any Casualty which affects the Premises or the Building. In no event shall Landlord be required to expend more than the Net (hereinafter defined) insurance proceeds Landlord receives for damage to the Premises and/or the Building or the Net Taking award attributable to the Premises and/or the Building. “Net” means the insurance proceeds or Taking award actually paid to Landlord (and not paid over to a Mortgagee) less all costs and expenses, including adjusters and attorney’s fees, of obtaining the same. In the Operating Year in which a Casualty occurs, there shall be included in Operating Costs Landlord’s deductible under its property insurance policy. Except as Landlord may elect pursuant to this Section 15.1, under no circumstances shall Landlord be required to repair any damage to, or make any repairs to or replacements of, any Tenant-Insured Improvements.

Damage. If the Premises or any appurtenant areas of the Building is damaged from any cause covered by Landlord's and/or Tenant's insurance, Landlord will forthwith repair such damage provided the cost of repair does not exceed the insurance proceeds available from the insurance carried by both parties, and provided further that such repairs can be made within ninety (90) days after such damage occurs. This Lease will remain in full force and effect during the period such repairs are being made. Such damage will not in any way void or Property necessary to provide access to the Premises render voidable this Lease or services to, any provision hereof. If such damage was caused by any risk not covered by Landlord's or rights of, Tenant as required hereunder (collectively, the “Restoration Areas”) are damaged in whole or part because of fire or other insured casualty (“Casualty”)Tenant's insurance, or if the Restoration Areas are subject cost of repairs exceeds the insurance proceeds payable from the parties, Landlord may, at its option, make such repairs, provided the repairs can be made within ninety (90) days after such damage occurs, and, in such event, this Lease will remain in full force and effect and will be neither void nor voidable. If Landlord elects not to a taking in connection with the exercise of any power of eminent domain, condemnationmake repairs it is not obligated to make, or purchase if such repairs cannot be made within the 90-day period, this Lease may be terminated by either party upon notice and without liability to the other party. If either Landlord or Tenant gives notice of termination as provided herein, this Lease and all interests of Tenant in the Premises will terminate on the date specified in the notice. Landlord will under threat no circumstances be required to repair any damage by fire or in lieu thereof (any other cause, whether of a similar or dissimilar nature, to the property of Tenant. Tenant hereby specifically waives the provisions of Section 1932, Subdivision 2 and Section 1933, Subdivision 4, of the foregoing, a “Taking”), then unless this Lease is terminated in accordance with Section 15.2 below, Landlord shall, subject to the last sentence of this Section 15.1, restore the Restoration Areas to substantially the same condition as existed prior to such Casualty, or in California Civil Code. In the event of a partial Taking which affects the Restoration Areas, restore the remainder of the Restoration Areas not so Taken to substantially the same condition as is reasonably feasible. If any other portion of the Building is damaged by Casualty or Takingto the extent of more than twenty percent (20%) of the then replacement cost thereof, then Landlord may elect to terminate this Lease, whether the Premises are damaged or not and without liability to restore Tenant. A total destruction of the same so long as the affected portions Premises or of the Building (other than the Restoration Areas) are otherwise repaired in a manner consistent with first class office and laboratory use. If, in Landlord’s reasonable judgment, any element will terminate this Lease without liability of the Landlord to Tenant-Insured Improvements can more effectively be restored as an integral part of Landlord’s restoration of the Building or the Premises, such restoration shall also be made by Landlord, but at Tenant’s sole cost and expense (subject to the amount of insurance proceeds received by Tenant or that would have been.

Damage. If the Premises or any appurtenant areas portion of the Building or Property necessary to provide that materially adversely affects Tenant’s access to or use of the Premises or services to, or rights of, Tenant as required hereunder (collectively, the “Restoration Areas”) are damaged in whole or part because of fire or other insured casualty (“Casualty”), or if the Restoration Areas Premises or any portion of the Building that materially adversely affects Tenant’s access to or use of the Premises are subject to a taking in connection with the exercise of any power of eminent domain, condemnation, or purchase under threat or in lieu thereof (any of the foregoing, a “Taking”), then unless this Lease is terminated in accordance with Section 15.2 14.2 below, Landlord shall, subject to the last sentence of this Section 15.1, shall restore the Restoration Areas Building and the portions of the Premises constituting Landlord-Insured Improvements to substantially the same condition as existed prior to such Casualtyimmediately following completion of Landlord’s Work, or in the event of a partial Taking which affects the Restoration AreasBuilding and the Premises, restore the remainder of the Restoration Areas Building and the Premises not so Taken to substantially the same condition as is reasonably feasible. If any other portion In the event that neither party terminates this Lease pursuant to Section 14.2 below, then, subject to rights of the Building is damaged holders of any mortgages, the lessors under any ground leases or the Air Rights Lease, Tenant Delays, Legal Requirements then in existence and to delays for adjustment of insurance proceeds or Taking awards, as the case may be, and instances of Force Majeure, Landlord shall commence such restoration promptly receipt of all required permits therefor. Upon substantial completion of such restoration by Landlord, Tenant shall use diligent efforts to complete restoration of the Premises to substantially the same condition as existed immediately prior to such Casualty or Taking, then Landlord may elect not to restore the same so long as the affected portions case may be, as soon as reasonably possible in accordance with the terms of the Building (other than the Restoration Areas) are otherwise repaired in a manner consistent with first class office and laboratory use. IfArticle IX, in Landlord’s reasonable judgmentand, any element of the Landlord agrees that Landlord shall release to Tenant for Tenant-Insured Improvements can more effectively be restored as an integral part of Landlord’s restoration of the Premises any insurance proceeds if and to the extent received by Landlord from Tenant’s insurer under Tenant’s Property Insurance. Landlord and Tenant agree to cooperate with each other in such manner as a party may reasonably request to assist such party in collecting insurance proceeds due in connection with any Casualty which affects the Premises or the Building. In no event shall Landlord be required to expend more than the greater of (a) Five Million Dollars ($5,000,000.00) (“Landlord’s Casualty Contribution”) and (b) the Net (hereinafter defined) insurance proceeds Landlord receives for damage to the Premises and/or the Building or the Premises, such restoration shall also be made by Landlord, but at Tenant’s sole cost and expense (subject Net Taking award attributable to the amount of Premises and/or the Building. “Net” means the insurance proceeds received by Tenant or that would have beenTaking award actually paid to Landlord (and not paid over to the holder of any mortgagee) less all costs and expenses, including adjusters and attorney’s fees, of obtaining the same. Except as Landlord may elect pursuant to this Section 14.1, under no circumstances shall Landlord be required to repair any damage to, or make any repairs to or replacements of, any Tenant-Insured Improvements.

Damage. If the Premises Landlord temporarily fails or any appurtenant areas of the Building or Property necessary is temporarily unable to provide access ------ any parking space to the Premises or services to, or rights of, Tenant as required hereunder (collectively, the “Restoration Areas”) are damaged in whole or part pursuant to Paragraph 1 above because of fire or other insured casualty damage or because of any condemnation, such failure or inability shall not be deemed to be a default by Landlord as to permit Tenant to terminate this Lease; nor shall such event permit any abatement of rentals as long as Landlord provides reasonably acceptable substitute parking within ten (“Casualty”10) days after, as applicable (the applicable alternative being referred to herein as a "Parking Rights Event"): (i) the date of the damage or condemnation taking, if such action makes parking obviously impossible (e.g., a fire where the entire garage is destroyed), or (ii) if the Restoration Areas are subject damage or condemnation does not make parking impossible but nevertheless prevents Tenant from exercising its parking rights pursuant to this Exhibit, the date of Landlord's receipt of a taking written notice from Tenant, labeled "URGENT/IMMEDIATE ACTION REQUIRED" in connection with all capital letters, alerting Landlord to Tenant's lack of parking spaces. If reasonably acceptable substitute parking (or the exercise originally designated parking, as described in Paragraph 1 above) is not made available to Tenant within such 10-day period after the Parking Rights Event, then notwithstanding any provision of this Lease to the contrary, and as Tenant's sole remedy and relief, Tenant's Base Rental and Tenant's share of Operating Expenses under this Lease will be equitably reduced to account for such unavailability as of the eleventh (11th) day and shall continue so reduced until reasonably acceptable substitute parking (or the originally designated parking, as described in Paragraph 1 above) has been made available. In the event that Landlord and Tenant disagree as to either (i) whether Landlord has provided reasonably acceptable substitute parking or (ii) the amount of any power equitable reduction in Tenant's Base Rental and Tenant's share of eminent domain, condemnation, or purchase under threat or in lieu thereof Operating Expenses (any of the foregoing, either such disagreement being referred to herein as a “Taking”"Parking Rights Dispute"), then unless this Lease in either such event either Landlord or Tenant may, at its option and upon written notice to the other party, elect to have such Parking Rights Dispute resolved by arbitration conducted in Dallas County, Texas, under the procedures set forth below. First, the party desiring that such Parking Rights Dispute be arbitrated (the "Originator") shall give written notice to that effect to the other party (the "Recipient"), specifying in its notice the name and address of the person designated to act as arbitrator on behalf of the Originator (which arbitrator must be an independent certified public accountant with at least five years of experience in consulting with landlords or tenants in commercial real estate matters and must not be affiliated with, or otherwise engaged in a business relationship with, either party to the arbitration). Within five (5) business days after the Recipient's receipt of such notice from the Originator, the Recipient may give written notice to the Originator specifying the name and address of the person designated by the Recipient to act as arbitrator (the second arbitrator) on its behalf (which arbitrator must also be an independent certified public accountant with at least five years of experience in consulting with landlords or tenants in commercial real estate matters and must not be affiliated with, or otherwise engaged in a business relationship with, either party to the arbitration). If the Recipient fails to notify the first party of the appointment of its arbitrator within the 5-business day time period specified above, or if within twenty (20) days after the second arbitrator is terminated appointed, the two arbitrators have not reached a joint decision as to the Parking Rights Dispute presented to them for resolution, the Parking Rights Dispute shall be submitted to the American Arbitration Association (or the successor thereof should the American Arbitration Association be dissolved or restructured); and regardless of whether the arbitration is conducted privately (i.e., two arbitrators selected by the parties) or under the auspices of the American Arbitration Association (or its successor), such arbitration shall be conducted in accordance with Section 15.2 belowthe arbitration rules for the real estate industry of that Association (or its successor). To the extent that legal questions are considered, Landlord shallthe arbitrator(s) shall apply the law of the State of Texas. The arbitration award shall be binding upon both parties and, subject if not honored by a party, shall be the basis for a judgment entered in any court of competent jurisdiction. The arbitration award shall also designate which party should bear the expense of the arbitration (excluding attorneys fees, with each party hereby agreeing that it must pay its own legal fees); provided, however, that it is hereby agreed as a general instruction to the last sentence of this Section 15.1, restore the Restoration Areas to substantially the same condition as existed prior to such Casualty, or in the event of a partial Taking which affects the Restoration Areas, restore the remainder arbitrator(s) that all expenses of the Restoration Areas not so Taken to substantially the same condition as is reasonably feasible. If any other portion of the Building is damaged by Casualty or Takingarbitration, then Landlord may elect not to restore the same so long as the affected portions of the Building (other than a party's legal fees and the Restoration Areas) are otherwise repaired other the fees and expenses incurred by the respective parties in a manner consistent with first class office preparing for and laboratory use. If, in Landlord’s reasonable judgment, any element of the Tenant-Insured Improvements can more effectively be restored as an integral part of Landlord’s restoration of the Building or the Premises, such restoration shall also be made by Landlord, but at Tenant’s sole cost and expense (subject presenting their arguments to the amount of insurance proceeds received by arbitrator(s), shall be shared equally between Landlord and Tenant or unless the arbitration award specifies a winning party and a losing party and further specifies and directs that would have beenthe losing party should pay the arbitration expenses.

Damage. If the Premises or any appurtenant areas of the Building or Property necessary to provide access to the Premises or services to, or rights of, Tenant as required hereunder (collectively, the “Restoration Areas”) are damaged in whole or part because of by fire or other insured casualty (cause covered by Landlord’s policy of fire insurance with extended coverage or other property damage insurance carried by Landlord, all damage to the structural portions of the building required to be maintained by Landlord pursuant to this Lease and Landlord’s Work as set forth on Exhibit C shall be repaired by and at the expense of Landlord and the rent until such repairs shall have been made shall a▇▇▇▇ pro-rata according to the part of the Premises which is unusable by Tenant. However, if such damage was caused by the negligence of Tenant, its employees, agents, contractors, visitors or licensees, then all rentals shall be payable by Tenant during such period. Due allowance shall be made for reasonable delay which may arise by reason of adjustment of fire insurance on the part of Landlord and/or Tenant, and for delay on account of “Casualty”)labor troubles” or any other cause beyond Landlord’s control. If, however, the Premises are rendered wholly untenantable by fire or other cause, or if Landlord shall decide not to rebuild the Restoration Areas are subject same, Landlord may, at its option, cancel and terminate this Lease by giving Tenant, within sixty (60) days from the date of such damage, notice in writing of its intention to a taking cancel this Lease, whereupon the Term of this Lease shall cease and terminate upon the third day after such notice is given, and Tenant shall vacate the Premises and surrender the same to Landlord, but in connection with none of the exercise certain contingencies in this Article mentioned shall there be any liability on the part of Landlord to Tenant covering or in respect of any power period during which the occupation of eminent domain, condemnation, or purchase under threat or in lieu thereof (any said Premises by Tenant may not be possible because of the matters hereinabove stated. Without limiting the foregoing, a “Taking”)Landlord shall not be responsible for consequential damages, then unless lost profits or any damage to Tenant’s personal property. If Landlord does not elect to terminate this Lease as provided above, Landlord shall proceed in a commercially reasonable manner to repair the portions of the Premises which Landlord is terminated required to restore in accordance with Section 15.2 belowthis Article and, Landlord shallupon the completion of such repairs, subject Tenant shall use diligent and commercially reasonable efforts to repair the last sentence of this Section 15.1, restore the Restoration Areas to substantially the same condition as existed prior to such Casualty, or in the event of a partial Taking which affects the Restoration Areas, restore the remainder of the Restoration Areas not so Taken to substantially the same condition as is reasonably feasible. If any other portion of the Building is damaged by Casualty or Taking, then Landlord may elect not to restore the same so long as the affected portions of the Building (other than Premises which are the Restoration Areas) are otherwise repaired in a manner consistent with first class office and laboratory use. If, in Landlord’s reasonable judgment, any element responsibility of the Tenant-Insured Improvements can more effectively be restored as an integral part of Landlord’s restoration of the Building or the Premises, such restoration shall also be made by Landlord, but at Tenant’s sole cost and expense (subject Tenant to the amount of insurance proceeds received by Tenant or that would have beeninsure under this Lease.

Damage. If the Premises or any appurtenant areas of the Building or Property necessary to provide access to the Premises or services to, or rights of, Tenant as required hereunder (collectively, the “Restoration Areas”) are damaged in whole or part because of fire or other insured casualty (“Casualty”), or if the Restoration Areas Premises are subject to a taking in connection with the exercise of any power of eminent domain, condemnation, or purchase under threat or in lieu thereof (any of the foregoing, a “Taking”), then unless this Lease is terminated in accordance with Section 15.2 13.2 below, Landlord shall, subject to the last sentence of this Section 15.1, shall restore the Restoration Areas Building and/or the Premises to substantially the same condition as existed prior to such the Casualty, or in the event of a partial Taking which affects the Restoration AreasBuilding and the Premises, restore the remainder of the Restoration Areas Building and the Premises not so Taken to substantially the same condition as is reasonably feasible. If any other portion , and Rent shall be proportionately abated until restoration of the Building Premises is damaged by Casualty or Takingsubstantially complete, then Landlord may elect but only to the extent that business interruption insurance is not to restore the same so long as the affected portions of the Building (other than the Restoration Areas) are otherwise repaired in a manner consistent with first class office and laboratory useavailable. If, in Landlord’s reasonable judgment, any element of the Tenant-Insured Improvements can more effectively efficiently be restored as an integral part of Landlord’s restoration of the Building or the Premises, such restoration shall also be made by Landlord, but at Tenant’s sole cost and expense expense. Subject to rights of Mortgagees, any act or omission by Tenant and/or Tenant’s agents, servants, employees, contractors, subcontractors, licensees and/or subtenants (subject collectively with Tenant, the “Tenant Parties”) which causes an actual delay in the performance of Landlord’s restoration work, Legal Requirements then in existence and to the amount delays for adjustment of insurance proceeds received or Taking awards, as the case may be, and instances of Landlord’s Force Majeure, Landlord shall diligently pursue completion of such restoration and substantially complete such restoration within nine (9) months after ▇▇▇▇▇▇▇▇’s receipt of all required permits therefor. Upon substantial completion of such restoration by Landlord, Tenant shall use diligent efforts to complete restoration of the Tenant-Insured Improvements to substantially the same condition as existed immediately prior to such Casualty or that would have beenTaking, as the case may be, as soon as commercially reasonable. ▇▇▇▇▇▇ agrees to cooperate with Landlord in such manner as Landlord may reasonably request to assist Landlord in collecting insurance proceeds due in connection with any Casualty which affects the Premises or the Building. In no event shall Landlord be required to expend more than the Net (hereinafter defined) insurance proceeds Landlord receives for damage to the Premises and/or the Building or the Net Taking award attributable to the Premises and/or the Building. “Net” means the insurance proceeds or Taking award actually paid to Landlord (and not paid over to a Mortgagee) less all costs and expenses, including adjusters and reasonable attorneys’ fees, of obtaining the same. In the fiscal year in which a Casualty occurs, there shall be included in Operating Costs Landlord’s deductible under its property insurance policy. Except as Landlord may elect pursuant to this Section 13.1, under no circumstances shall Landlord be required to repair any damage to, or make any repairs to or replacements of, any Tenant- Insured Improvements.

Damage. If the Premises or any appurtenant areas of the Building or Property necessary to provide access to the Premises or services to, or rights of, Tenant as required hereunder (collectively, the “Restoration Areas”) are damaged in whole or part because of fire or other insured casualty (“Casualty”), or if the Restoration Areas Premises are subject to a taking in connection with the exercise of any power of eminent domain, condemnation, or purchase under threat or in lieu thereof (any of the foregoing, a “Taking”), then unless this Lease is terminated in accordance with Section 15.2 below, Landlord shall, subject to the last sentence of this Section 15.1, shall restore the Restoration Areas Building and/or the Premises to substantially the same condition as existed prior to such Casualtyon the Commencement Date, or in the event of a partial Taking which affects the Restoration AreasBuilding and the Premises, restore the remainder of the Restoration Areas Building and the Premises not so Taken to substantially the same condition as is reasonably feasible. If any other portion of the Building is damaged by Casualty or Taking, then Landlord may elect not to restore the same so long as the affected portions of the Building (other than the Restoration Areas) are otherwise repaired in a manner consistent with first class office and laboratory use. If, in Landlord’s reasonable judgment, any element of the Tenant-Insured Improvements can more effectively be restored as an integral part of Landlord’s restoration of the Building or the Premises, such restoration shall also be made by Landlord, but at Tenant’s sole cost and expense expense. Subject to rights of Mortgagees, any act or omission by Tenant and/or Tenant’s agents, servants, employees, contractors, subcontractors, licensees and/or subtenants (subject collectively with Tenant, the “Tenant Parties”) which causes an actual delay in the performance of Landlord’s restoration, Legal Requirements then in existence and to delays for adjustment of insurance proceeds or Taking awards, as the case may be, and instances of Landlord’s Force Majeure, Landlord shall use commercially reasonable efforts to apply for any required permits within ninety (90) days of such Casualty or partial Taking and substantially complete such restoration within one (1) year after Landlord’s receipt of such required permits therefor. Upon substantial completion of such restoration by Landlord, Tenant shall use diligent efforts to complete restoration of the Premises to substantially the same condition as existed immediately prior to such Casualty or Taking, as the case may be, as soon as reasonably possible. ▇▇▇▇▇▇ agrees to cooperate with Landlord in such manner as Landlord may reasonably request to assist Landlord in collecting insurance proceeds due in connection with any Casualty which affects the Premises or the Building. In no event shall Landlord be required to expend more than the Net (hereinafter defined) insurance proceeds Landlord receives (or amount of insurance proceeds received by Tenant or that Landlord would have beenreceived if Landlord had maintained the insurance required by this Lease) for damage to the Premises and/or the Building or the Net Taking award attributable to the Premises and/or the Building. “

Damage. If the Demised Premises shall be destroyed or any appurtenant areas of the Building or Property necessary to provide access to the Premises or services todamaged, or rights of, Tenant as required hereunder (collectively, the “Restoration Areas”) are damaged in whole or part because of in part, by fire or other insured casualty (a “CasualtyDamage Event”), Tenant shall promptly notify Landlord when Tenant has knowledge of same, then Landlord shall, at its sole cost and expense, diligently repair and restore the Building to substantially the condition immediately prior to the damage in such manner as to not, to the extent practicable, interfere with Tenant’s conduct of its business in the Demised Premises; provided that, in no event shall Landlord be required to repair or if restore the Restoration Areas are subject Tenant Property, which shall be repaired and restored by Tenant. At the request of ▇▇▇▇▇▇, Landlord shall, from time to a taking in connection time, promptly inform ▇▇▇▇▇▇ of the progress of ▇▇▇▇▇▇▇▇’s restoration work and of the estimated date of completion of the same and otherwise consult with Tenant. Notwithstanding the exercise of any power of eminent domain, condemnation, or purchase under threat or in lieu thereof (any generality of the foregoing, a “Taking”)at Tenant’s election, then unless this Lease is terminated in accordance with Section 15.2 belowprovided that Landlord assigns to Tenant all insurance proceeds payable to Landlord under the property insurance policy, Landlord shall, subject Tenant may elect to restore the portion of the Demised Premises so damaged or destroyed to the last sentence of this Section 15.1same condition, restore the Restoration Areas to substantially the same condition as nearly as possible, as existed prior to such CasualtyDamage Event in good faith, and with promptness and diligence. In such event, Landlord shall cooperate with Tenant in all ways necessary to expedite the restoration. From the time of any damage or destruction to the Building until the earlier to occur of (i) the date when Landlord redelivers possession of the Demised Premises (or the applicable portion thereof) to Tenant in the event condition required above or (ii) or the date when Tenant resumes operations of a partial Taking which affects the Restoration Areas, restore the remainder of the Restoration Areas not so Taken to substantially the same condition as is reasonably feasible. If any other its business in such portion of the Building Demised Premises, Rent shall be reduced in the proportion to the Rentable Area of the portion of the Demised Premises that is not usable or reasonably accessible by Tenant for the conduct of its business. Notwithstanding the generality of the foregoing, if (a) the Demised Premises are totally damaged by Casualty or Takingare rendered wholly untenantable, then Landlord may elect not (b) if a reputable licensed engineer estimates that the period of time to restore the same so long as Demised Premises exceeds three hundred sixty (360) days from the affected portions date of such fire or other casualty or (c) there are less than twelve (12) months remaining in the Term and Tenant elects not to exercise its option to extend the Tenn, or no such option is remaining, then in either of such events, Tenant may, not later than ninety (90) days following the date of the Building damage, give Landlord a written notice terminating this Lease. If this Lease is so terminated, (other a) the Tenn shall expire upon the date set forth in such notice, which shall not be less than thirty (30) days after such notice is given, and Tenant shall vacate the Demised Premises and surrender the same to Landlord no later than the Restoration Areasdate set forth in the notice, (b) are otherwise repaired in a manner consistent with first class office and laboratory use. If, in LandlordTenant’s reasonable judgment, any element liability for rent hereunder shall cease as of the Tenant-Insured Improvements can more effectively be restored as an integral part of Landlord’s restoration date of the Building damage, (c) any prepaid Rent for any period after the date of the damage shall be refunded by Landlord to Tenant, and (d) Landlord shall be entitled to collect all insurance proceeds of policies held by Landlord or Tenant providing coverage for alterations and other improvements to the Demised Premises, . Landlord shall retain such restoration shall also be made by Landlord, but at proceeds from Tenant’s sole cost and expense (subject insurance only to the amount extent that Landlord performed or paid for such alterations and improvements, whether by contribution, offset or otherwise, and the balance of insurance proceeds received by Tenant or that would have beensuch proceeds, if any, shall be paid to Tenant.

Damage. If the Premises or any appurtenant areas of the Building or Property necessary to provide access to the Premises or services to, or rights of, Tenant as required hereunder (collectively, the “Restoration Areas”) are damaged in whole or part because of by fire or other insured casualty (cause covered by Landlord’s policy of fire insurance with extended coverage or other property damage insurance carried by Landlord, all damage to the structural portions of the building required to be maintained by Landlord pursuant to this Lease shall be repaired by and at the expense of Landlord and the rent until such repairs shall have been made shall ▇▇▇▇▇ pro-rata according to the part of the Premises which is unusable by Tenant. However, if such damage was caused by the gross negligence of Tenant, its employees, agents, contractors, visitors or licensees, then all rentals shall be payable by Tenant during such period. Due allowance shall be made for reasonable delay which may arise by reason of adjustment of fire insurance on the part of Landlord and/or Tenant, and for delay on account of “Casualty”)labor troubles” or any other cause beyond Landlord’s control. If, however, the Premises are rendered wholly untenantable by fire or other cause, or if Landlord shall decide not to rebuild the Restoration Areas are subject same, Landlord may, at its option, cancel and terminate this Lease by giving Tenant, within sixty (60) days from the date of such damage, notice in writing of its intention to a taking cancel this Lease, whereupon the term of this Lease shall cease and terminate upon the third day after such notice is given, and Tenant shall vacate the Premises and surrender the same to Landlord, but in connection with none of the exercise certain contingencies in this Article mentioned shall there be any liability on the part of Landlord to Tenant covering or in respect of any power period during which the occupation of eminent domain, condemnation, or purchase under threat or in lieu thereof (any said Premises by Tenant may not be possible because of the matters hereinabove stated. Without limiting the foregoing, a “Taking”)Landlord shall not be responsible for consequential damages, then unless lost profits or any damage to Tenant’s personal property. If Landlord does not elect to terminate this Lease as provided above, Landlord shall proceed in a commercially reasonable manner to repair the portions of the Premises which Landlord is terminated required to restore in accordance with Section 15.2 belowthis Article 10 and, Landlord shallupon the completion of such repairs, subject Tenant shall use diligent and commercially reasonable efforts to repair the last sentence of this Section 15.1, restore the Restoration Areas to substantially the same condition as existed prior to such Casualty, or in the event of a partial Taking which affects the Restoration Areas, restore the remainder of the Restoration Areas not so Taken to substantially the same condition as is reasonably feasible. If any other portion of the Building is damaged by Casualty or Taking, then Landlord may elect not to restore the same so long as the affected portions of the Building (other than Premises which are the Restoration Areas) are otherwise repaired in a manner consistent with first class office and laboratory useresponsibility of Tenant to insure under this Lease. If, in Landlord’s reasonable judgment, any element of the Tenant-Insured Improvements can more effectively be restored as an integral part of If Landlord’s restoration of the Building or Premises is not substantially completed within one hundred eighty (180) days after the Premisesdate the damage occurs, Tenant may as its sole and exclusive remedy, terminate the Lease on the date falling thirty (30) days after the date of Tenant’s notice; provided, however, that Landlord may nullify Tenant’s termination if Landlord substantially completes such restoration shall also be made by Landlord, but at Tenant’s sole cost and expense work within such thirty (subject to the amount of insurance proceeds received by Tenant or that would have been30) day period.