Common use of Delivery and Acceptance of Possession Clause in Contracts

Delivery and Acceptance of Possession. Landlord shall exercise a good faith effort with respect to delivering possession of the Premises with Landlord Work Substantially Complete to Tenant on or before January 1, 2012, but in the event that possession of the Premises with Landlord Work Substantially Complete is not delivered to Tenant within one hundred eighty (180) days after the Effective Date, and provided such delay is not caused by Tenant, Tenant shall have the right to terminate this Lease by delivering written notice of such termination to Landlord, whereupon this Lease shall thereupon become null and void and of no further force or effect whatsoever in law or equity, and Landlord shall not be liable to Tenant for any loss or damages related to such failure to deliver possession. Tenant has examined the Premises, and reviewed and approved Exhibit “C” with respect to Landlord Work to be constructed on the Premises. Tenant shall accept the Premises at such time as the Premises are Substantially Complete. Except as expressly set forth herein, Landlord has made no other representations, express or implied, as to the condition thereof, or as to the use or occupancy which may be made thereof, or the effect of any Laws thereon. Unless Exhibit “C” expressly describes specific initial Landlord Work to be performed by Landlord before the Commencement Date, nothing contained in this Lease shall obligate Landlord to perform any Landlord Work other than Landlord Repairs and Compliance Work as expressly the obligation of Landlord pursuant to the terms and conditions of this Lease.

Delivery and Acceptance of Possession. If this Lease provides that Landlord shall exercise a good faith effort with respect to delivering must deliver possession of the Premises with to Tenant on a certain date, and if Landlord Work Substantially Complete is unable to deliver possession of the Premises to Tenant on or before January 1such date for any reason whatsoever, 2012, but in the event that possession of the Premises with Landlord Work Substantially Complete is not delivered to Tenant within one hundred eighty (180) days after the Effective Date, and provided such delay is not caused by Tenant, Tenant shall have the right to terminate this Lease by delivering written notice of such termination to Landlord, whereupon then this Lease shall thereupon become null and not be void and of no further force or effect whatsoever voidable except as provided in law or equitythis paragraph, and Landlord shall not be liable to Tenant for any loss or damages related damage resulting therefrom. If the delay in delivery is due to such any delay caused by Tenant or any of its Agents or otherwise due to the acts or omissions of Tenant or its employees, agents or contractors (including without limitation the failure to timely deliver possession. Tenant has examined plans, insurance certificates or other items as required by this Lease), then the Premises, and reviewed and approved Exhibit “C” with respect to Landlord Work to delivery date shall be constructed on deemed (for the Premisespurposes of calculating the Commencement Date) the date the Premises would have been delivered but for such delays by Tenant. Tenant shall accept possession and enter into good faith occupancy of the entire Premises and commence the operation of its business therein within 30 days after the Commencement Date. Tenant acknowledges that it has had an opportunity to conduct, and has conducted, such inspections of the Premises at such time as the Premises are Substantially Completeit deems necessary to evaluate its condition. Except as expressly set forth otherwise specifically provided herein, Tenant agrees to accept possession of the Premises in its then existing condition, “AS-IS”, including all patent and latent defects. Tenant’s taking possession of any part of the Premises shall be deemed to be an acceptance by Tenant of any work of improvement done by Landlord in such part as complete and in accordance with the terms of this Lease except for defects of which Tenant has made no other representations, express or implied, as given Landlord written notice prior to the condition thereoftime Tenant takes possession. At the time Landlord delivers possession of the Premises to Tenant, Landlord and Tenant shall together execute an acceptance agreement in the form attached as Exhibit D, appropriately completed. Landlord shall have no obligation to deliver possession, nor shall Tenant be entitled to take occupancy, of the Premises until such acceptance agreement has been executed, and Tenant’s obligation to pay Base Monthly Rent and Additional Rent shall not be excused or delayed because of Tenant’s failure to execute such acceptance agreement. If requested by Landlord, Tenant shall also execute and deliver to Landlord an acknowledge agreement in the form attached hereby as Exhibit D, appropriate completed, to the use or occupancy which may be made thereof, or the effect of any Laws thereon. Unless Exhibit “C” expressly describes specific initial Landlord Work to be performed by Landlord before further confirm the Commencement Date, nothing contained in this Lease shall obligate Landlord to perform any Landlord Work other than Landlord Repairs and Compliance Work as expressly the obligation of Landlord pursuant to the terms and conditions of this Lease.

Delivery and Acceptance of Possession. Notwithstanding any provision ------------------------------------- to the contrary contained in the Lease Landlord represents and warrants that on the Commencement Date all mechanical, electrical, plumbing, heating, air conditioning, ventilation systems. all other mechanical systems and the roof system will be in good working order and condition, and Landlord shall exercise remain liable for such representation and warranty if it is incorrect, except to the extent Such representation becomes incorrect as a good faith effort result of the acts or omissions of Tenant or its employees, contractors or invitees. Notwithstanding anything to the contrary in this Lease, Tenant's acceptance of the Premises shall not be deemed (I) a waiver of Tenant's fights (a) to have defects in the construction of the new Interior Improvements as provided for in Exhibit B to this Lease of which Tenant notifies Landlord within one (1) year after the Commencement Date repaired at Landlord's sole expense or (b) with respect to delivering possession matters and items covered by an express representation and warranty of the Premises with Landlord Work Substantially Complete set forth herein, or (ii) a waiver of Landlord's maintenance and repair obligations hereunder. Tenant shall give notice to Tenant on or before January 1, 2012, but in the event that possession of the Premises with Landlord Work Substantially Complete is not delivered to Tenant within one hundred eighty (180) days after the Effective Datewhenever any such defect becomes reasonably apparent, and provided Landlord shall repair such delay is not caused by Tenant, defect as soon as practicable. Tenant shall have the right to terminate this Lease by delivering written notice benefit of such termination to Landlord, whereupon this Lease shall thereupon become null and void and of no further force or effect whatsoever in law or equity, and Landlord shall not be liable to Tenant for any loss or damages related to such failure to deliver possession. Tenant has examined the Premises, and reviewed and approved Exhibit “C” all warranties with respect to Landlord Work to be constructed on the Premises. Tenant shall accept the Premises at which would reduce Tenant's maintenance obligations hereunder and shall cooperate with Tenant to enforce all such time as the Premises are Substantially Complete. Except as expressly set forth herein, Landlord has made no other representations, express or implied, as to the condition thereof, or as to the use or occupancy which may be made thereof, or the effect of any Laws thereon. Unless Exhibit “C” expressly describes specific initial Landlord Work to be performed by Landlord before the Commencement Date, nothing contained in this Lease shall obligate Landlord to perform any Landlord Work other than Landlord Repairs and Compliance Work as expressly the obligation of Landlord pursuant to the terms and conditions of this Leasewarranties.

Delivery and Acceptance of Possession. If Landlord shall exercise a good faith effort with respect is unable to delivering (deliver possession of the Premises with Landlord Work Substantially Complete to Tenant on or before January 1the Scheduled Commencement Date for any reason whatsoever, 2012, but in the event that possession of the Premises with Landlord Work Substantially Complete is not delivered to Tenant within one hundred eighty (180) days after the Effective Date, and provided such delay is not caused by Tenant, Tenant shall have the right to terminate this Lease by delivering written notice of such termination to Landlord, whereupon this Lease shall thereupon become null not be void or void able, so long as the Premises are Substantially Complete (as defined in Exhibit B, the Interior Improvement Agreement) not later than December 31, 1999, plus one day for each day of delay in completion caused by Tenant as defined in Paragraph 7 of Exhibit B, the Interior Improvement Agreement, and void and one day for each day of no further delay caused by force or effect whatsoever majeure factors as defined in law or equity, Paragraph 15.14 of this Lease and Landlord shall not be liable to Tenant for any loss or damages related damage resulting therefrom. However, no more than thirty (30) calendar days shall be added to such failure to deliver possession. Tenant has examined the Premises, and reviewed and approved Exhibit “C” with respect to Landlord Work to be constructed foregoing period on the Premisesaccount of force majeure. Tenant shall accept possession and enter into good faith occupancy of the entire Premises and endeavor to commence the operation of its business therein within 30 days after the Commencement Date. Tenant acknowledges that it has had un opportunity to conduct, and has conducted, such inspections of the Premises at such time as the Premises are Substantially Completeit deems necessary to evaluate its condition. Except as expressly otherwise specifically provided herein, (including the warranties of Landlord set forth herein, which shall not be affected by Tenant's acceptance of possession) Tenant agrees to accept possession of the Premises in its then existing condition, "as-is", including all patent and latent defects. Tenant's taking possession of any part of the Premises shall be deemed to be an acceptance by Tenant of any work of improvement done by Landlord in such part as complete and in accordance with the terms of this Lease except for defects of which Tenant has made no other representations, express or implied, as given Landlord written notice prior to the condition thereof, or as to time Tenant takes possession and except for items covered under the use or occupancy which may be made thereof, or the effect of any Laws thereon. Unless Exhibit “C” expressly describes specific initial Landlord Work to be performed by Landlord before the Commencement Date, nothing contained Landlord's warranties provided in this Lease Lease. At the time Landlord delivers possession of the Premises to Tenant, Landlord and Tenant shall obligate together execute an acceptance agreement in the form attached as Exhibit D appropriately completed. Landlord shall have no obligation to perform any Landlord Work other than Landlord Repairs deliver possession, nor shall Tenant be entitled to take occupancy, of the Premises until such acceptance agreement has been executed, and Compliance Work as expressly the Tenant's obligation to pay Base Monthly Rent and Additional Rent shall not be excused or delayed because of Landlord pursuant Tenant's failure to the terms and conditions of this Lease.execute such acceptance LEASE --------------------------------------------------------------------------------

Delivery and Acceptance of Possession. If this Lease provides that Landlord shall exercise a good faith effort with respect to delivering must deliver possession of the Premises with to Tenant on a certain date, then if Landlord Work Substantially Complete is unable to deliver possession of the Premises to Tenant on or before January 1such date for any reason whatsoever, 2012, but in the event that possession of the Premises with Landlord Work Substantially Complete is not delivered to Tenant within one hundred eighty (180) days after the Effective Date, and provided such delay is not caused by Tenant, Tenant shall have the right to terminate this Lease by delivering written notice of such termination to Landlord, whereupon this Lease shall thereupon become null and not be void and or voidable for a period of no further force or effect whatsoever in law or equity180 days thereafter, and Landlord shall not be liable to Tenant for any loss or damages related to such failure to deliver possession. Tenant has examined the Premises, and reviewed and approved Exhibit “C” with respect to Landlord Work to be constructed on the Premisesdamage resulting there from. Tenant shall accept possession and enter into good faith occupancy of the entire Premises. Tenant acknowledges that it has had an opportunity to conduct, and has conducted, such inspections of the Premises at such time as the Premises are Substantially Completeit deems necessary to evaluate its condition. Except as expressly set forth otherwise specifically provided herein, Tenant agrees to accept possession of the Premises in its then existing condition, "as-is", including all patent and latent defects. Tenant's taking possession of any part of the Premises shall be deemed to be an acceptance by Tenant of any work of improvement done by Landlord in such part as complete and in accordance with the terms of this Lease except for defects of which Tenant has made no other representations, express or implied, as given Landlord written notice prior to the condition thereoftime Tenant takes possession. At the time Landlord delivers possession of the Premises to Tenant, or as to Landlord and Tenant shall together execute an Punch List Agreement in the use or occupancy which may be made thereof, or the effect of any Laws thereon. Unless Exhibit “C” expressly describes specific initial Landlord Work to be performed by Landlord before the Commencement Date, nothing contained in this Lease shall obligate Landlord to perform any Landlord Work other than Landlord Repairs and Compliance Work as expressly the obligation of Landlord pursuant to the terms and conditions of this Lease.form attached as

Delivery and Acceptance of Possession. Landlord shall exercise a good faith effort with respect diligent efforts to delivering deliver Suite F to Tenant, in the condition required under this Lease, by March 22, 2001. If Landlord is unable to deliver possession of the Premises with Landlord Work Substantially Complete to Tenant on or before January 1such date, 2012as extended for Tenant Delay, but in the event that possession of the Premises with Landlord Work Substantially Complete is not delivered to for any reason other than Tenant within one hundred eighty (180) days after the Effective DateDelay, and provided such delay is not caused by Tenant, Tenant shall have the right to terminate this Lease by delivering written notice of such termination to Landlord, whereupon this Lease shall thereupon become null and not be void and or voidable for a period of no further force or effect whatsoever in law or equity90 days thereafter, and Landlord shall not be liable to Tenant for any loss or damages related damage resulting therefrom unless the delay in delivery is a result of Landlord's sole negligence. If a delay in delivery is a result of Landlord's sole negligence, Landlord shall reimburse Tenant for Tenant's actual costs incurred due to such failure delay; provided however that Landlord's said reimbursement obligation shall not exceed the Rent that Tenant would have paid hereunder for the period of such delay. If Tenant has not contributed to deliver possessionsuch delay there shall be a proportionate reduction of the Base Monthly Rent covering the period between the Commencement Date and the date Landlord actually tenders possession of the Premises to Tenant. Subject to Tenant Delay, if each Suite has not been tendered to Tenant on or before 90 days after Scheduled Commencement Date for such Suite, then either Landlord or Tenant shall have the right to terminate this Lease as to such Suite upon written notice to the other party (provided that the party giving such notice has not been the cause of the delay.). Tenant acknowledges that it has examined the Premiseshad an opportunity to conduct, and reviewed and approved Exhibit “C” with respect to Landlord Work to be constructed on the Premises. Tenant shall accept has conducted, such inspections of the Premises at such time as the Premises are Substantially Completeit deems necessary to evaluate its condition. Except as expressly set forth otherwise specifically provided herein, Tenant agrees to accept possession of the Premises in its then existing condition, "as-is", including all patent and latent defects. Landlord has made makes no other representationsrepresentation or warranty whatsoever, express or implied, concerning the fitness or suitability of the Premises for the conduct of Tenant's business or for any other purpose. Tenant's taking possession of any part of the Premises shall be deemed to be an acceptance by Tenant of any work of improvement done by Landlord in such part as complete and in accordance with the terms of this Lease except for defects of which Tenant has given Landlord written notice prior to the condition thereoftime Tenant takes possession. At the time Landlord delivers possession of each Suite of the Premises to Tenant, Landlord and Tenant shall together execute an acceptance agreement in the form attached as Exhibit C, appropriately completed. Tenant's obligation to pay Base Monthly Rent and Additional Rent shall not be excused or as delayed because of Tenant's failure to the use or occupancy which may be made thereof, or the effect of any Laws thereon. Unless Exhibit “C” expressly describes specific initial Landlord Work to be performed by Landlord before the Commencement Date, nothing contained in this Lease shall obligate Landlord to perform any Landlord Work other than Landlord Repairs and Compliance Work as expressly the obligation of Landlord pursuant to the terms and conditions of this Leaseexecute such acceptance agreement.

Delivery and Acceptance of Possession. If Landlord shall exercise a good faith effort with respect is unable to delivering deliver possession of the Premises with Landlord Work Substantially Complete to Tenant on or before January 1the Scheduled Commencement Date for any reason whatsoever, 2012, but in the event that possession of the Premises with Landlord Work Substantially Complete is not delivered to Tenant within one hundred eighty (180) days after the Effective Date, and provided such delay is not caused by Tenant, Tenant shall have the right to terminate this Lease by delivering written notice of such termination to Landlord, whereupon this Lease shall thereupon become null and not be void and or voidable for a period of no further force or effect whatsoever in law or equityninety (90) days thereafter, and Landlord shall not be liable to Tenant for any loss or damages related to such failure to deliver possession. Tenant has examined the Premises, and reviewed and approved Exhibit “C” with respect to Landlord Work to be constructed on the Premisesdamage resulting therefrom. Tenant shall accept possession and enter into good faith occupancy of the entire Premises at such time as and commence the Premises are Substantially Completeoperation of its business therein within ninety (90) days after the Commencement Date. Except as expressly set forth hereinotherwise specifically provided in Paragraph 2.3, Tenant agrees to accept possession of the Premises in its then existing condition, "as-is", including all patent defects. Landlord makes no representation that the Premises or the Building as of the date hereof and as of the Commencement Date does or will comply with the Americans with Disabilities Act of 1990 (42 U.S.C. Sections 12101 - 12213), or any regulations promulgated thereunder (the "ADA"). Tenant's taking possession of any part of the Premises shall be deemed to be an acceptance by Tenant of any work of improvement done by Landlord in such part as complete and in accordance with the terms of this Lease except for defects of which Tenant has given Landlord written notice prior to the time Tenant takes possession. At the time Landlord delivers possession of the Premises to Tenant, Landlord and Tenant shall together execute a commencement memorandum in the form attached as Exhibit D, appropriately completed. Landlord shall have no obligation to deliver possession, nor shall Tenant be entitled to take occupancy, of the Premises until such commencement memorandum has made no other representationsbeen executed, express and Tenant's obligation to pay Base Monthly Rent and Additional Rent shall not be excused or implied, as delayed because of Tenant's failure to the condition thereof, or as to the use or occupancy which may be made thereof, or the effect of any Laws thereon. Unless Exhibit “C” expressly describes specific initial Landlord Work to be performed by Landlord before the Commencement Date, nothing contained in this Lease shall obligate Landlord to perform any Landlord Work other than Landlord Repairs and Compliance Work as expressly the obligation of Landlord pursuant to the terms and conditions of this Leaseexecute such commencement memorandum.

Delivery and Acceptance of Possession. If this Lease provides that Landlord shall exercise a good faith effort with respect to delivering must deliver possession of the Premises with to Tenant on a certain date, and if Landlord Work Substantially Complete is unable to deliver possession of the Premises to Tenant on or before January 1such date for any reason whatsoever, 2012, but in the event that possession of the Premises with Landlord Work Substantially Complete is not delivered to Tenant within one hundred eighty (180) days after the Effective Date, and provided such delay is not caused by Tenant, Tenant shall have the right to terminate this Lease by delivering written notice of such termination to Landlord, whereupon then this Lease shall thereupon become null and not be void and of no further force or effect whatsoever voidable except as provided in law or equitythis paragraph, and Landlord shall not be liable to Tenant for any loss or damages related damage resulting therefrom. If Landlord does not deliver possession of the Premises to Tenant within thirty 30 days after the Effective Date, then Tenant shall have the right to terminate this Lease upon written notice to Landlord within ten (10) days after the end of said time period. Tenant acknowledges that it has had an opportunity to conduct, and has conducted, such failure inspections of the Premises as it deems necessary to evaluate its condition. Tenant agrees to accept possession of the Premises in its then existing condition, “AS-IS”. At the time Landlord delivers possession of the Premises to Tenant, Landlord and Tenant shall together execute an acceptance agreement in the form attached as Exhibit C, appropriately completed. Landlord shall have no obligation to deliver possession. , nor shall Tenant be entitled to take occupancy, of the Premises until such acceptance agreement has examined the Premisesbeen executed, and reviewed Tenant’s obligation to pay Base Monthly Rent and approved Exhibit “C” with respect Additional Rent shall not be excused or delayed because of Tenant’s failure to execute such acceptance agreement. Notwithstanding anything set forth above to the contrary, Landlord Work shall, on or before the Commencement Date (i) repair the Building’s inoperable loading dock in order to cause the same to be constructed in working condition, and (ii) cause the HVAC units located on the Premisesroof of the Building, and the roof of the Building itself, to be in working condition and repair (the “Warranted Systems”). Tenant The foregoing shall accept not be deemed to require Landlord to replace any of the Premises at such time as the Premises are Substantially Complete. Except as expressly set forth herein, Landlord has made no other representations, express or impliedWarranted Systems, as opposed to repair any Warranted Systems. If it is determined during the first sixty (60) days of the Lease Term that any of the Warranted Systems were not in working condition thereof, or and repair as to the use or occupancy which may be made thereof, or the effect of any Laws thereon. Unless Exhibit “C” expressly describes specific initial Landlord Work to be performed by Landlord before the Commencement Date, nothing contained Landlord shall not be liable to Tenant for any damages, but as Tenant’s sole remedy, Landlord, at no cost to Tenant (and which shall not be included in this Lease Operating Expenses), shall obligate Landlord perform such work or take such other action as may be necessary to perform any Landlord Work other than Landlord Repairs place the same in working condition and Compliance Work as expressly the obligation of Landlord pursuant to the terms and conditions of this Leaserepair.

Delivery and Acceptance of Possession. If this Lease provides that Landlord shall exercise a good faith effort with respect to delivering must deliver possession of the Premises with to Tenant on a certain date, then if Landlord Work Substantially Complete is unable to deliver possession of the Premises to Tenant on or before January 1such date for any reason whatsoever, 2012, but in the event that possession of the Premises with Landlord Work Substantially Complete is not delivered to Tenant within one hundred eighty (180) days after the Effective Date, and provided such delay is not caused by Tenant, Tenant shall have the right to terminate this Lease by delivering written notice of such termination to Landlord, whereupon this Lease shall thereupon become null and not be void and or voidable for a period of no further force or effect whatsoever in law or equity60 days thereafter, and Landlord shall not be liable to Tenant for any loss or damages related to such failure to deliver possessiondamage resulting therefrom. Tenant acknowledges that it has examined the Premiseshad an opportunity to conduct, and reviewed and approved Exhibit “C” with respect has conducted, such inspections of the Premises as it deems necessary to Landlord Work to be constructed on the Premisesevaluate its condition. Tenant shall accept possession and enter into good faith occupancy of the entire Premises at such time as and commence the Premises are Substantially Completeoperation of its business therein within 30 days after the Commencement Date. Except as expressly set forth otherwise specifically provided herein, Tenant agrees to accept possession of the Premises in its then existing condition, "as- is", including all patent and latent defects. Landlord has made makes no other representationsrepresentation that the Premises as of the date hereof and as the Commencement Date does or will comply with the Americans with Disabilities Act of 1990 (42 U.S.C. Sections 12101 - 12213), express or implied, as any regulations promulgated thereunder (the "ADA"). With respect to the condition thereofCommon Areas, or as Landlord shall be responsible for performing any work required to the use Common Areas to comply with the requirements of the ADA provided that such work is not required as a result of Tenant's Alterations, including the initial Tenant Improvements, and Landlord shall be responsible for performing any work required to the entrance ramps to the Premises to comply with the requirements of the ADA provided that such work is not required as a result of Tenant's changes to the entrances of the Premises or occupancy which may be made thereofany other Tenant's Alterations, or including the effect initial Tenant Improvements. Tenant's taking possession of any Laws thereon. Unless Exhibit “C” expressly describes specific initial Landlord Work part of the Premises shall be deemed to be performed an acceptance by Tenant of any work of improvement done by Landlord before in such part as complete and in accordance with the Commencement Date, nothing contained in terms of this Lease shall obligate except for defects of which Tenant has given Landlord to perform any Landlord Work other than Landlord Repairs and Compliance Work as expressly the obligation of Landlord pursuant written notice prior to the terms time Tenant takes possession. At the time Landlord delivers possession of the Premises to Tenant, Landlord and conditions Tenant shall together execute a commencement memorandum in the form attached as Exhibit D, appropriately completed. Landlord shall have no obligation to deliver possession, nor shall Tenant be entitled to take occupancy, of this Leasethe Premises until such commencement memorandum has been executed, and Tenant's obligation to pay Base Monthly Rent and Additional Rent shall not be excused or delayed because of Tenant's failure to execute such commencement memorandum.

Delivery and Acceptance of Possession. Landlord shall exercise a deliver the Premises to Tenant in broom clean, weathertight condition, free of all persons and personal property (other than the Cubicles (hereinafter defined)), in compliance with all applicable Laws (including any work or improvements required for the Tenant Improvements (as provided in Exhibit B), but excluding the installation of any Trade Fixtures by Tenant) and with all building systems (including without limitation all plumbing, HVAC, sewage and electrical systems) and building facilities (including without limitation wiring and conduits, gas lines (if any), water pipes, and plumbing and sewage facilities) in good faith effort with respect working order, condition and repair. If Landlord is unable to delivering deliver possession of the Premises with Landlord Work Substantially Complete to Tenant in such condition with the Tenant Improvements Substantially Completed on or before January 1the Scheduled Commencement Date for any reason whatsoever, 2012, but in the event that possession of the Premises with Landlord Work Substantially Complete is not delivered to Tenant within one hundred eighty (180) days after the Effective Date, and provided such delay is not caused by Tenant, Tenant shall have the right to terminate this Lease by delivering written notice of such termination to Landlord, whereupon then this Lease shall thereupon become null and not be void and of no further force or effect whatsoever voidable except as provided in law or equitythis Section 2.4, and Landlord shall not be liable to Tenant for any loss or damages related damage resulting therefrom. To the extent any delay in Substantially Completing the Tenant Improvements or in delivering possession to such Tenant is due to any Tenant Delay (as defined in Exhibit B) or otherwise due to the acts or, where there is a duty to act at law or under this Lease, the omissions of Tenant or its employees, agents or contractors (including without limitation the failure to timely deliver possessionplans, insurance certificates or other items as required by this Lease), then the Commencement Date shall be deemed to be the date the Commencement Date would have occurred but for any such delay by Tenant. Notwithstanding the foregoing, if Landlord does not deliver possession of the Premises to Tenant has examined in the Premisescondition required hereunder within 90 days after the Scheduled Commencement Date, then Tenant (if the delay was not due to a Force Majeure Delay, Tenant Delay or otherwise due to the acts or, where there is a duty to act at law or under this Lease, the omissions of Tenant or its employees, agents or contractors as provided above) shall have the right as its sole and reviewed and approved Exhibit “C” with respect exclusive remedy to terminate this Lease upon written notice to Landlord Work to within ten 10 days after the earlier of (i) notice from Landlord that there will be constructed on a delay beyond said time period, or (ii) after the Premisesend of said time period. Provided the Premises are delivered in the condition required hereunder, Tenant shall accept possession and enter into good faith occupancy of the entire Premises when delivery is offered by Landlord. Tenant acknowledges that it has had an opportunity to conduct, and has conducted, such inspections of the Premises at such time as the Premises are Substantially Completeit deems necessary to evaluate its condition. Except as expressly set forth otherwise specifically provided herein, and provided that Landlord has made no other representations, express or implied, as delivers the Premises to Tenant in the condition thereofrequired hereunder, or as Tenant agrees to accept possession of the use or occupancy which may be made thereofPremises in its then existing condition, or the effect “AS IS”. Within ten (10) business days after Tenant’s actual knowledge of any Laws thereonlatent defect, Tenant shall send written to Landlord setting forth in reasonable detail the nature of such latent defect. Unless Exhibit “C” expressly describes specific initial Landlord Work to be performed Provided such notice is received by Landlord on or before the first (1st) anniversary of the Commencement Date, nothing contained Landlord shall, without cost to Tenant, within a reasonable period of time after receipt of such notice, commence to correct such latent defect, and shall diligently pursue the same to completion. Subject to the foregoing, Tenant’s taking possession of any part of the Premises shall be deemed to be an acceptance by Tenant of any work or improvement done by Landlord in such part as Substantially Complete and in accordance with the terms of this Lease except for (a) defects of which Tenant has given Landlord written notice within thirty (30) days after Tenant takes possession, and (b) punch list items. Within fifteen (15) days after Landlord delivers possession of the Premises to Tenant in the condition required hereunder, Landlord shall obligate prepare and Landlord and Tenant shall together execute an acceptance agreement in the form attached as Exhibit C, appropriately completed. The failure of Tenant to execute such agreement or the failure of Landlord to perform any Landlord Work other than Landlord Repairs request such agreement within such fifteen (15) day period shall not delay or extend the Commencement Date nor shall Tenant’s obligation to pay Base Monthly Rent and Compliance Work as expressly the obligation Additional Rent be excused or delayed because of Landlord pursuant Tenant’s failure to the terms and conditions of this Leaseexecute such acceptance agreement within such fifteen (15) day period.

Delivery and Acceptance of Possession. If Landlord shall exercise a good faith effort with respect is unable to delivering deliver possession of the Premises with Landlord Work Substantially Complete to Tenant on or before January 1the Scheduled Commencement Date for any reason whatsoever, 2012, but in the event that possession of the Premises with Landlord Work Substantially Complete is not delivered to Tenant within one hundred eighty (180) days after the Effective Date, and provided such delay is not caused by Tenant, Tenant shall have the right to terminate this Lease by delivering written notice of such termination to Landlord, whereupon then this Lease shall thereupon become null and not be void and of no further force or effect whatsoever voidable except as provided in law or equitythis paragraph, and Landlord shall not be liable to Tenant for any loss or damages related damage resulting therefrom. Notwithstanding the foregoing, if Landlord does not deliver possession of the Premises to Tenant with the Tenant Improvements Substantially Completed within 90 days after the Scheduled Commencement Date (as such failure 90-day period shall be extended for “Force Majeure Delays” and “Tenant Delays” as such terms are defined in Exhibit B attached hereto), then Tenant (if the delay was not due to deliver possession. a Tenant Delay), Tenant shall have the right to terminate this Lease upon written notice to the Landlord within ten (10) days after receipt of written notice from Landlord that there will be a delay beyond such time period (provided that Landlord has examined not delivered possession of the Premises, and reviewed and approved Exhibit “C” Premises to Tenant with respect to Landlord Work to be constructed on the PremisesTenant Improvements Substantially Complete prior Tenant’s delivery of its termination notice). Tenant shall accept possession of the Premises at such time as the Premises are Substantially Complete. Except as expressly set forth herein, Landlord has made no other representations, express or implied, as to the condition thereof, or as to the use or occupancy which may be made thereof, or the effect of any Laws thereon. Unless Exhibit “C” expressly describes specific initial Landlord Work to be performed by Landlord before on the Commencement Date, nothing contained provided the Tenant Improvements have been Substantially Completed. Except for the Tenant Improvements to be completed by Landlord and as otherwise specifically provided herein and subject to Landlord’s maintenance, repair and restoration obligations under Articles 6, 11 and 12, Tenant agrees to accept possession of the Premises in this Lease its then existing condition, “as-is”. Subject to the warranties set forth in the Work Letter with respect to the Tenant Improvements, Tenant’s taking possession of any part of the Premises shall obligate be deemed to be an acceptance by Tenant of the Premises except for defects in the Premises of which Tenant has given Landlord written notice within 90 days after the Commencement Date (which defects shall be repaired by Landlord at no additional charge to Tenant as soon as is commercially reasonable), and Landlord’s maintenance, repair and restoration obligations. Landlord’s obligation to repair such defects shall not include or apply to any damage caused by Tenant or any of Tenant’s Agents. At the time Landlord delivers possession of the Premises to Tenant with the Tenant Improvements Substantially Complete, Landlord and Tenant shall together execute an acceptance agreement in the form attached as Exhibit C, appropriately completed. The failure of Tenant to execute such Acceptance Agreement shall not extend or delay the Commencement Date and the Commencement Date shall be deemed the date specified in the Acceptance Agreement or other notice delivered by Landlord to perform any Landlord Work other than Landlord Repairs and Compliance Work as expressly the obligation of Landlord pursuant to the terms and conditions of this LeaseTenant.

Delivery and Acceptance of Possession. The parties anticipate that the "Tenant Improvements" will be "Substantially Completed," subject to "Tenant Delays" and "Force Majeure Delays" (as such terms are defined in Exhibit B attached hereto) by the Scheduled Commencement Date. If Landlord shall exercise a good faith effort with respect is unable to delivering deliver possession of the Premises with Landlord Work Substantially Complete to Tenant on or before January 1the Scheduled Commencement Date for any reason whatsoever, 2012, but in this Lease shall not be void or voidable. If the event that possession of the Premises with Landlord Work Substantially Complete is Commencement Date has not delivered to Tenant occurred within one hundred eighty (180) 60 days after the Effective Scheduled Commencement Date, and provided such delay is not caused by Tenant, then (i) Tenant shall have the right to terminate this Lease by delivering upon written notice to Landlord within five (5) days after the earlier of such termination receipt of notice from Landlord that there will be a delay beyond said 60 day period or the end of said 180 day period, provided that any delay is not due to Landlord, whereupon this Lease shall thereupon become null and void and of no further force a Tenant Delay or effect whatsoever in law or equitya Force Majeure Delay, and (ii) Landlord shall have the right to terminate upon written notice to Tenant within five (5) days after the end of said 60 period if such delay is due to any Tenant Delay or Force Majeure Delay. Landlord shall not be liable to Tenant for any loss or damages related to such failure to deliver possession. Tenant has examined the Premises, and reviewed and approved Exhibit “C” with respect to Landlord Work to be constructed on the Premisesdamage resulting therefrom. Tenant shall accept possession and enter into good faith occupancy of the entire Premises and commence the operation of its business therein within 30 days after the Commencement Date. Tenant acknowledges that it has had an opportunity to conduct, and has conducted, such inspections of the Premises at such time as the Premises are Substantially Completeit deems necessary to evaluate its condition. Except as expressly set forth otherwise specifically provided herein, Landlord has made no other representationsTenant agrees to accept possession of the Premises in its then existing condition, express or implied"as-is", including all patent and latent defects, except as to provided in the condition thereof, or as to the use or occupancy which may be made thereof, or the effect following paragraph of this section 2.4. Tenant's taking possession of any Laws thereon. Unless Exhibit “C” expressly describes specific initial Landlord Work part of the Premises shall be deemed to be performed an acceptance by Tenant of any work of improvement done by Landlord before in such part as complete and in accordance with the terms of this Lease except for punch list items of which Tenant has given Landlord written notice as provided in EXHIBIT B attached hereto. At the time Landlord delivers possession of the Premises to Tenant, Landlord and Tenant shall together execute an acceptance agreement in the form attached as EXHIBIT C, appropriately completed. If Tenant fails to execute and deliver such acceptance agreement within five (5) days after request by Landlord, the information contained in such acceptance agreement shall be deemed accurate and binding on the parties. Landlord shall have no obligation to deliver possession, nor shall Tenant be entitled to take occupancy, of the Premises until such acceptance agreement has been executed, and Tenant's obligation to pay Base Monthly Rent and Additional Rent shall not be excused or delayed because of Tenant's failure to execute such acceptance agreement. On the Commencement Date, nothing contained Landlord shall deliver the Premises to Tenant with the roof free from leaks and with the HVAC, electrical, lighting and plumbing systems in this Lease good working condition. If such components of the Premises are not in such condition on the Commencement Date, Tenant must provide written notice to Landlord within thirty (30) days after the Commencement Date specifying which such components are not in such condition. If Landlord receives such notice within said time period, then Landlord, at its expense, shall obligate Landlord rectify such problem as soon as is commercially reasonable in a manner reasonably determined by Landlord. The failure of Tenant to perform any Landlord Work other than Landlord Repairs and Compliance Work as expressly provide such written notice within the obligation of Landlord pursuant to the terms and conditions of this Leasespecified time period shall be conclusively deemed that such components were in good working condition.

Delivery and Acceptance of Possession. If this Lease provides that Landlord shall exercise a good faith effort with respect to delivering must deliver possession of the Premises with to Tenant on a certain date, then if Landlord Work Substantially Complete is unable to deliver possession of the Premises to Tenant on or before January 1such date for any reason whatsoever, 2012, but in the event that possession of the Premises with Landlord Work Substantially Complete is not delivered to Tenant within one hundred eighty (180) days after the Effective Date, and provided such delay is not caused by Tenant, Tenant shall have the right to terminate this Lease by delivering written notice of such termination to Landlord, whereupon this Lease shall thereupon become null not be void or voidable for a period of 60 days thereafter (subject to further extension due to “Tenant Delays” and void and of no further force or effect whatsoever “Force Majeure Delays” as such terms are defined in law or equityExhibit B attached hereto), and Landlord shall not be liable to Tenant for any loss or damages related to such failure to deliver possession. Tenant has examined the Premises, and reviewed and approved Exhibit “C” with respect to Landlord Work to be constructed on the Premisesdamage resulting therefrom. Tenant shall accept possession and enter into good faith occupancy of the entire Premises and commence the operation of its business therein within 30 days after the Commencement Date. Tenant acknowledges that it has had an opportunity to conduct, and has conducted, such inspections of the Premises at such time as the Premises are Substantially Completeit deems necessary to evaluate its condition. Except as expressly set forth otherwise specifically provided herein, Tenant agrees to accept possession of the Premises in its then existing condition, “as-is,” including all patent and latent defects except as expressly provided below in this section. Tenant’s taking possession of any part of the Premises shall be deemed to be an acceptance by Tenant of any work of improvement done by Landlord in such part as complete and in accordance with the terms of this Lease except for defects of which Tenant has made given Landlord written notice as hereinafter provided. At the time Landlord delivers possession of the Premises to Tenant, Landlord and Tenant shall together execute an acceptance agreement in the form attached as Exhibit C, appropriately completed. Landlord shall have no other representationsobligation to deliver possession, express nor shall Tenant be entitled to take occupancy, of the Premises until such acceptance agreement has been executed, and Tenant’s obligation to pay Base Monthly Rent and Additional Rent shall not be excused or implieddelayed because of Tenant’s failure to execute such acceptance agreement. Landlord represents and warrants to its actual knowledge as of the date hereof, as to the condition thereof, or as to the use or occupancy which may be made thereof, without independent investigation or the effect imputation of knowledge from any Laws thereonother party, that the plumbing, electrical and HVAC system are or will be in good working condition as of the Commencement Date. Unless Exhibit “C” expressly describes specific initial Landlord Work to be performed by Landlord before Within sixty (60) days after the Commencement Date, nothing contained Tenant may provide Landlord with a written notice of any electrical, plumbing or building systems for the Premises that were not working as of the Commencement Date, and Landlord agrees to promptly repair such system in this a manner reasonably determined by Landlord; provided, however, that Tenant’s obligation to pay Base Monthly Rent, additional rent and other sums under the Lease shall obligate not be affected thereby. If Tenant fails to submit such a written notice to Landlord within such sixty (60) day period, Tenant agrees that it will conclusively be deemed to perform any Landlord Work other than Landlord Repairs and Compliance Work as expressly have found the obligation Premises to be in satisfactory condition, with all work required of Landlord pursuant to the terms and conditions of this Leasecompleted.

Delivery and Acceptance of Possession. If this Lease provides that Landlord shall exercise a good faith effort with respect to delivering must deliver possession of the Premises with to Tenant on a certain date, then if Landlord Work Substantially Complete is unable to deliver possession of the Premises to Tenant on or before January 1such date for any reason whatsoever, 2012, but in the event that possession of the Premises with Landlord Work Substantially Complete is not delivered to Tenant within one hundred eighty (180) days after the Effective Date, and provided such delay is not caused by Tenant, Tenant shall have the right to terminate this Lease by delivering written notice of such termination to Landlord, whereupon this Lease shall thereupon become null and not be void and of no further force or effect whatsoever in law or equityvoidable until December 1, 1996, and Landlord shall not be liable to Tenant for any loss or damages related to such failure to deliver possession. Tenant has examined the Premises, and reviewed and approved Exhibit “C” with respect to Landlord Work to be constructed on the Premisesdamage resulting therefrom. Tenant shall accept possession and enter into good faith occupancy of the entire Premises and commence the operation of its business therein within 30 days after the Commencement Date. Tenant acknowledges that it has had an opportunity to conduct, and has conducted, such inspections of the Premises at such time as the Premises are Substantially Completeit deems necessary to evaluate its condition. Except as expressly set forth otherwise specifically provided herein, Tenant agrees to accept possession of the Premises in its then existing condition, "as-is", including all patent and latent defects. Tenant's taking possession of any part of the Premises shall be deemed to be an acceptance by Tenant of any work of improvement done by Landlord in such part as complete and in accordance with the terms of this Lease except for defects of which Tenant has made no other representations, express or implied, as given Landlord written notice prior to the condition thereoftime Tenant takes possession. At the time Landlord delivers possession of the Preemies to Tenant, Landlord and Tenant shall together execute an acceptance agreement in the form attached as Exhibit D, --------- appropriately completed. Landlord shall have no obligations to deliver possession, nor shall Tenant be entitled to take occupancy, of the Premises until such acceptance agreement has been executed, and Tenant's obligation to pay Base Monthly rent and Additional Rent shall not be excused or as delayed because of Tenant's failure to the use or occupancy which may be made thereof, or the effect of any Laws thereon. Unless Exhibit “C” expressly describes specific initial Landlord Work to be performed by Landlord before the Commencement Date, nothing contained in this Lease shall obligate Landlord to perform any Landlord Work other than Landlord Repairs and Compliance Work as expressly the obligation of Landlord pursuant to the terms and conditions of this Leaseexecute such acceptance agreement.

Delivery and Acceptance of Possession. If this Lease provides that Landlord shall exercise a good faith effort with respect to delivering must deliver possession of the Premises with to Tenant on a certain date, then if Landlord Work Substantially Complete is unable to deliver possession of the Premises to Tenant on or before January 1such date for any reason whatsoever, 2012, but in the event that possession of the Premises with Landlord Work Substantially Complete is not delivered to Tenant within one hundred eighty (180) days after the Effective Date, and provided such delay is not caused by Tenant, Tenant shall have the right to terminate this Lease by delivering written notice of such termination to Landlord, whereupon this Lease shall thereupon become null and not be void and or voidable for a period of no further force or effect whatsoever in law or equity60 days thereafter, and Landlord shall not be liable to Tenant for any loss or damages related to such failure to deliver possession. Tenant has examined the Premises, and reviewed and approved Exhibit “C” with respect to Landlord Work to be constructed on the Premisesdamage resulting therefrom. Tenant shall accept possession and enter into good faith occupancy of the entire Premises and commence the operation of its business therein within 30 days after the Commencement Date. Tenant acknowledges that it has had an opportunity to conduct, and has conducted, such inspections of the Premises at such time as the Premises are Substantially Completeit deems necessary to evaluate its condition. Except as expressly set forth otherwise specifically provided herein, Tenant agrees to accept possession of the Premises in its then existing condition, “as-is”, including all patent and latent defects. Tenant’s taking possession of any part of the Premises shall be deemed to be an acceptance by Tenant of any work of improvement done by Landlord in such part as complete and in accordance with the terms of this Lease except for defects of which Tenant has made no other representations, express or implied, as given Landlord written notice prior to the condition thereoftime Tenant takes possession or within ten (10) days therafter. At the time Landlord delivers possession of the Premises to Tenant, Landlord and Tenant shall together execute an acceptance agreement in the form attached as Exhibit D, appropriately completed. Landlord shall have no obligation to deliver possession, nor shall Tenant be entitled to take occupancy, of the Premises until such acceptance agreement has been executed, and Tenant’s obligation to pay Base Monthly Rent and Additional Rent shall not be excused or as delayed because of Tenant’s failure to execute such acceptance agreement (provided that this clause does not excuse Landlord from its responsibility to meet its other obligations hereunder prior to the use or occupancy which may be made thereof, or the effect commencement of any Laws thereon. Unless Exhibit “C” expressly describes specific initial Landlord Work to be performed by Landlord before the Commencement Date, nothing contained in this Lease shall obligate Landlord to perform any Landlord Work other than Landlord Repairs and Compliance Work as expressly the obligation of Landlord pursuant to the terms and conditions of this Leaserent obligations.).

Delivery and Acceptance of Possession. If this Lease provides that ------------------------------------- Landlord shall exercise a good faith effort with respect to delivering must deliver possession of the Premises with to Tenant on a certain date, then if Landlord Work Substantially Complete is unable to deliver possession of the Premises to Tenant on or before January 1such date for any reason whatsoever, 2012, but in the event that possession of the Premises with Landlord Work Substantially Complete is not delivered to Tenant within one hundred eighty (180) days after the Effective Date, and provided such delay is not caused by Tenant, Tenant shall have the right to terminate this Lease by delivering written notice of such termination to Landlord, whereupon this Lease shall thereupon become null not be void or voidable for a period of 60 days thereafter (subject to further extension due to "Tenant Delays" and void and of no further force or effect whatsoever "Force Majeure Delays" as such terms are defined in law or equityExhibit B attached hereto), and Landlord shall not be liable to Tenant for any loss or damages related to such failure to deliver possession. Tenant has examined the Premises, and reviewed and approved Exhibit “C” with respect to Landlord Work to be constructed on the Premisesdamage resulting therefrom. Tenant shall accept possession and enter into good faith occupancy of the entire Premises and commence the operation of its business therein within 30 days after the Commencement Date. Tenant acknowledges that it has had an opportunity to conduct, and has conducted, such inspections of the Premises at such time as the Premises are Substantially Completeit deems necessary to evaluate its condition. Except as expressly set forth otherwise specifically provided herein, Tenant agrees to accept possession of the Premises in its then existing condition, "as-is," including all patent and latent defects except as expressly provided below in this section. Tenant's taking possession of any part of the Premises shall be deemed to be an acceptance by Tenant of any work of improvement done by Landlord in such part as complete and in accordance with the terms of this Lease except for defects of which Tenant has made given Landlord written notice as hereinafter provided. At the time Landlord delivers possession of the Premises to Tenant, Landlord and Tenant shall together execute an acceptance agreement in the form attached as Exhibit C, appropriately completed. Landlord shall have no other representations--------- obligation to deliver possession, express nor shall Tenant be entitled to take occupancy, of the Premises until such acceptance agreement has been executed, and Tenant's obligation to pay Base Monthly Rent and Additional Rent shall not be excused or implieddelayed because of Tenant's failure to execute such acceptance agreement. Landlord represents and warrants to its actual knowledge as of the date hereof, as to the condition thereof, or as to the use or occupancy which may be made thereof, without independent investigation or the effect imputation of knowledge from any Laws thereonother party, that the plumbing, electrical and HVAC system are or will be in good working condition as of the Commencement Date. Unless Exhibit “C” expressly describes specific initial Landlord Work to be performed by Landlord before Within sixty (60) days after the Commencement Date, nothing contained Tenant may provide Landlord with a written notice of any electrical, plumbing or building systems for the Premises that were not working as of the Commencement Date, and Landlord agrees to promptly repair such system in this a manner reasonably determined by Landlord; provided, however, that Tenant's obligation to pay Base Monthly Rent, additional rent and other sums under the Lease shall obligate not be affected thereby. If Tenant fails to submit such a written notice to Landlord within such sixty (60) day period, Tenant agrees that it will conclusively be deemed to perform any Landlord Work other than Landlord Repairs and Compliance Work as expressly have found the obligation Premises to be in satisfactory condition, with all work required of Landlord pursuant to the terms and conditions of this Leasecompleted.

Delivery and Acceptance of Possession. If Landlord shall exercise a good faith effort with respect is unable to delivering ------------------------------------- deliver possession of the Premises with Landlord Work Substantially Complete to Tenant on or before January 1such date for any reason whatsoever, 2012, but in the event that possession of the Premises with Landlord Work Substantially Complete is not delivered to Tenant within one hundred eighty (180) days after the Effective Date, and provided such delay is not caused by Tenant, Tenant shall have the right to terminate this Lease by delivering written notice of such termination to Landlord, whereupon this Lease shall thereupon become null and not be void and or voidable for a period of no further force or effect whatsoever in law or equity180 days thereafter, and Landlord shall not be liable to Tenant for any loss or damages related to such failure to deliver possession. Tenant has examined the Premises, and reviewed and approved Exhibit “C” with respect to Landlord Work to be constructed on the Premisesdamage resulting therefrom. Tenant shall accept possession and enter into good faith occupancy of the entire Premises and Commence on the Commencement Date. Tenant acknowledges that it has had an opportunity to conduct, and has conducted, such inspections of the Premises at such time as the Premises are Substantially Completeit deems necessary to evaluate its condition. Except as expressly set forth otherwise specifically provided herein, Tenant agrees to accept possession of the Premises in its then existing condition, "as-is" including all patent and latent defects. Tenant's taking possession of any part of the Premises shall be deemed to be in acceptance by Tenant of any of work of improvement done by Landlord has made no other representations, express or implied, in such part as complete and in accordance with the terms of this Lease except for defects of which Tenant ties given Landlord written notice prior to the condition thereoftime Tenant takes possession. At the time Landlord delivers possession of the Premises to Tenant, Landlord and Tenant shall together execute an acceptance agreement in the form attached as Exhibit D, appropriately completed. Landlord shall have no obligation to --------- deliver possession, nor shall Tenant be entitled to take occupancy, of the Premises until such acceptance agreement has been executed, and Tenant's obligation to pay Base Monthly Rent and Additional Rent shall not be excused or as delayed because of Tenant's failure to the use or occupancy which may be made thereof, or the effect of any Laws thereonexecute such acceptance agreement. Unless Exhibit “C” expressly describes specific initial Landlord Work See First Addendum to be performed by Landlord before the Commencement Date, nothing contained in this Lease shall obligate Landlord to perform any Landlord Work other than Landlord Repairs and Compliance Work as expressly the obligation of Landlord pursuant to the terms and conditions of this Leaseparagraph 5.

Delivery and Acceptance of Possession. If Landlord shall exercise a good faith effort with respect is unable to delivering deliver possession of the Premises with Landlord Work Substantially Complete to Tenant on or before January 1the Scheduled Commencement Date for any reason whatsoever, 2012, but in the event that possession of the Premises with Landlord Work Substantially Complete is not delivered to Tenant within one hundred eighty (180) days after the Effective Date, and provided such delay is not caused by Tenant, Tenant shall have the right to terminate this Lease by delivering written notice of such termination to Landlord, whereupon then this Lease shall thereupon become null and not be void and of no further force or effect whatsoever in law or equityvoidable, and Landlord shall not be liable to Tenant for any loss or damages related damage resulting therefrom. Notwithstanding the foregoing, if delivery of possession of the Premises to Tenant shall occur after the date that is sixty (60) days after the Scheduled Commencement Date (other than by reason of Force Majeure or Tenant Delay) (the “Outside Delivery Date”) and such failure delay actually delays Tenant’s occupancy of the Premises, then Tenant shall receive a day for day credit against Base Monthly Rent for each day of delay in delivery beyond the Outside Delivery Date until the occurrence of the delivery of the Premises to Tenant (or if applicable, the Critical Outside Delivery Date), and if delivery occurs on or after the date that is sixty (60) days following the Outside Delivery Date (other than by reason of Force Majeure or Tenant Delay) (the “Critical Outside Delivery Date”) and such delay actually delays Tenant’s occupancy of the Premises, then Tenant shall receive a two (2)-day credit against Base Monthly Rent for each day of delay in delivery beyond the Critical Outside Delivery Date until the delivery of the Premises to Tenant. If any portion of the delay in delivery is due to any Tenant Delay (as defined in Exhibit B), then the delivery date shall be deemed (for the purposes of calculating the Commencement Date) the date the Premises would have been delivered but for such delays by Tenant. Tenant acknowledges that it has had an opportunity to conduct, and has conducted, such inspections of the Premises as it deems necessary to evaluate its condition. Except as otherwise specifically provided in the Lease, Xxxxxx agrees to accept possession of the Premises in its then existing condition, “AS- IS”, including all patent and latent defects, and Xxxxxx’s taking possession of any part of the Premises shall be deemed to be an acceptance by Tenant of any work of improvement done by Landlord in such part as complete. At the time Landlord delivers possession of the Premises to Tenant, Landlord and Tenant shall together execute an acceptance agreement in the form attached as Exhibit C, appropriately completed. Landlord shall have no obligation to deliver possession. , nor shall Tenant be entitled to take occupancy, of the Premises until such acceptance agreement has examined the Premisesbeen executed, and reviewed Tenant’s obligation to pay Base Monthly Rent and approved Exhibit “C” with respect Additional Rent shall not be excused or delayed because of Tenant’s failure to execute such acceptance agreement. Landlord Work to be constructed on the Premises. Tenant shall accept the Premises at such time as the Premises are Substantially Complete. Except as expressly set forth herein, Landlord has made no other representations, express or impliedrepresents, as to the condition thereof, or as to the use or occupancy which may be made thereof, or the effect of any Laws thereon. Unless Exhibit “C” expressly describes specific initial Landlord Work to be performed by Landlord before the Commencement Date, nothing contained that to Landlord’s knowledge, Building systems serving the Premises are in this Lease good working order. Tenant shall obligate Landlord have access to perform any Landlord Work the Premises. Building, parking and other than Landlord Repairs and Compliance Work as expressly the obligation of Landlord pursuant Common Areas twenty-four (24) hours a day, seven (7) days a week with utility services being provided at all times, subject to the terms of this Lease. Tenant shall have the right to install a security system pertaining to the Premises including, without limitation, a card key access system on the elevators (and conditions subject to compliance with the applicable laws, on the stairwells) enabling Tenant to lock off any full and half floors that it occupies as well as at various access points within the Premises, provided that: (i) any work performed by Tenant in installing such system shall be #201239119v12<ACTIVE> - DW Life Sciences DIVCO IDEAYA Biosciences 000 Xxxxxxxxx Xxxxx...docx ACTIVE\201239119.12 #201239119v12<ACTIVE> - DW Life Sciences DIVCO IDEAYA Biosciences 000 Xxxxxxxxx Xxxxx...docx ACTIVE\201239119.12 performed in accordance with the provisions of this Lease and Tenant shall provide to Landlord card keys to allow Landlord to access the Premises, subject to, and in accordance with, the provisions of this Lease.

Delivery and Acceptance of Possession. If Landlord shall exercise a good faith effort with respect is unable to delivering deliver possession of the Premises with Landlord Work Substantially Complete to Tenant on or before January 1the Scheduled Commencement Date for any reason whatsoever, 2012, but in the event that possession of the Premises with Landlord Work Substantially Complete is not delivered to Tenant within one hundred eighty (180) days after the Effective Date, and provided such delay is not caused by Tenant, Tenant shall have the right to terminate this Lease by delivering written notice of such termination to Landlord, whereupon then this Lease shall thereupon become null and not be void and of no further force or effect whatsoever in law or equityvoidable, and Landlord shall not be liable to Tenant for any loss or damages related damage resulting therefrom. If the delay in delivery is due to such any act or omission of Tenant or its employees, agents or contractors (including, without limitation, the failure to timely deliver possession. Tenant has examined insurance certificates or other items as required by this Lease), then the Premises, and reviewed and approved Exhibit “C” with respect to Landlord Work to delivery date shall be constructed on deemed the Premisesdate the Premises would have been delivered but for such delays by Tenant. Tenant shall accept possession of the entire Premises when delivered by Landlord. Tenant acknowledges that it has had an opportunity to conduct, and has conducted, such inspections of the Premises at such time as the Premises are Substantially Completeit deems necessary to evaluate its condition. Except as expressly set forth otherwise specifically provided herein, Tenant agrees to accept possession of the Premises in its then existing condition, “AS-IS,” including all defects. At the time Landlord has made no other representationsdelivers possession of the Premises to Tenant, express or implied, as to the condition thereof, or as to the use or occupancy which may be made thereof, or the effect of any Laws thereon. Unless Exhibit “C” expressly describes specific initial Landlord Work and Tenant shall together execute an acceptance agreement in a form to be performed provided by Landlord. Landlord before shall have no obligation to deliver possession, nor shall Tenant be entitled to take occupancy, of the Premises until such acceptance agreement has been executed, and Tenant’s obligation to pay Base Monthly Rent and Additional Rent shall not be excused or delayed because of Tenant’s failure to execute such acceptance agreement. Notwithstanding the foregoing, Landlord shall cause the plumbing, electrical, and heating and air conditioning systems serving the Premises to be in good working condition, free of defects, and in compliance with laws, regulations, and codes on the Commencement Date. Any claims by Tenant under the preceding sentence shall be made in writing not later than the twentieth (20th) day after the Commencement Date. In the event Tenant fails to deliver a written claim to Landlord on or before such twentieth (20th) day, nothing contained in then Landlord shall be conclusively deemed to have satisfied its obligations under this Lease Section 2.4. Landlord’s obligations under this Section 2.4 shall obligate Landlord specifically exclude any obligation to perform repair any Landlord Work other than Landlord Repairs and Compliance Work as expressly the obligation of Landlord pursuant damage caused to the terms plumbing, electrical, and conditions of this Leaseheating and air conditioning systems by Tenant or Tenant’s agents, advisors, employees, partners, shareholders, directors, customers, invitees or independent contractors (collectively, “Tenant’s Agents”).

Delivery and Acceptance of Possession. If Landlord shall exercise a good faith effort with respect is unable to delivering deliver possession of the Premises with Landlord Work Substantially Complete Zanker Road Space to Tenant with the Tenant Improvements for such space Substantially Completed as provided in Exhibit B on or before January 1the Scheduled Commencement Date for such space, 2012, but in the event that possession of the Premises with Landlord Work Substantially Complete is not delivered to Tenant within one hundred eighty (180) days after the Effective Date, and provided such delay is not caused by Tenant, Tenant shall have the right to terminate this Lease by delivering written notice of such termination to Landlord, whereupon this Lease shall thereupon become null and not be void and of no further force or effect whatsoever in law or equityvoidable, and Landlord shall not be liable to Tenant for any loss or damages related damage resulting therefrom. However, if the Commencement Date is delayed due to such failure to deliver possession. any Tenant has examined Delay (as defined in Exhibit B attached hereto), then the Premises, Commencement Date shall be deemed the date the Tenant Improvements would have been completed but for the Tenant Delays and reviewed and approved Exhibit “C” with respect to Landlord Work to be constructed on the Premises. Tenant shall accept be obligated to commencement paying Base Monthly Rent, Additional Rent and all other charges notwithstanding that it may not be able to occupy or use the Premises at the time. If the Tenant Improvements have not been Substantially Completed (as defined in Exhibit B attached hereto) within the later of sixty (60) days after (a) the approval of the Construction Plans by Landlord, Tenant and the local governmental authority and the issuance to Landlord of all building permits by the local governmental authority, or (b) the date provided in the construction contract between Landlord and its general contractor to Substantially Complete the Tenant Improvements, subject to in any event Tenant Delays and Force Majeure Delays (as defined in Exhibit B attached hereto), then Tenant shall have the right as its sole and exclusive remedy to terminate this Lease upon written notice to Landlord within the earlier of (i) ten days after receipt of notice from Landlord of the delay or (b) ten days after the end of said sixty (60) day period but prior to Substantial Completion of the Tenant Improvements. Tenant acknowledges that it has been leasing the Devcon Drive Space and is thoroughly familiar with such time space, the Common Areas and the Project. Tenant also acknowledges that it has had an opportunity to conduct, and has conducted, such inspections of the Zanker Road Space as it deems necessary to evaluate its condition. Tenant agrees to accept possession of the Premises are Substantially Completein, "as-is", including all patent and latent defects, subject to completion of the Tenant Improvements. Except Tenant's taking possession of any part of the Premises shall be deemed to be an acceptance by Tenant of any work of improvement done by Landlord in such part as expressly set forth herein, complete and in accordance with the terms of this Lease except for defects of which Tenant has given Landlord has made no other representations, express or implied, as written notice prior to the condition thereoftime Tenant takes possession. After Substantial Completion of the separate Tenant Improvements for the Zanker Road Space and Devcon Drive Space, or Tenant, at the request of Landlord, shall execute an acceptance agreement in the form attached as to the use or occupancy which may be made thereofEXHIBIT C, or the effect of any Laws thereon. Unless Exhibit “C” expressly describes specific initial Landlord Work to be performed by Landlord before the Commencement Date, nothing contained in this Lease shall obligate Landlord to perform any Landlord Work other than Landlord Repairs and Compliance Work as expressly the obligation of Landlord pursuant to the terms and conditions of this Leaseappropriately completed.

Delivery and Acceptance of Possession. If this Lease provides that Landlord shall exercise a good faith effort with respect to delivering must deliver possession of the Premises with to Tenant on a certain date, then if Landlord Work Substantially Complete is unable to deliver possession of the Premises to Tenant on or before January 1such date for any reason whatsoever, 2012, but in the event that possession of the Premises with Landlord Work Substantially Complete is not delivered to Tenant within one hundred eighty (180) days after the Effective Date, and provided such delay is not caused by Tenant, Tenant shall have the right to terminate this Lease by delivering written notice of such termination to Landlord, whereupon this Lease shall thereupon become null and not be void and of no further force or effect whatsoever in law or equityvoidable, and Landlord shall not be liable to Tenant for any loss or damages related to such failure to deliver possession. Tenant has examined the Premises, and reviewed and approved Exhibit “C” with respect to Landlord Work to be constructed on the Premisesdamage resulting therefrom. Tenant shall accept possession and enter into good faith occupancy of the entire Premises and commence the operation of its business therein within 30 days after the Commencement Date. Tenant acknowledges that it has had the opportunity to conduct, and has conducted, such inspections of the Premises at such time as the Premises are Substantially Completeit deems necessary to evaluate its condition. Except as expressly set forth otherwise specifically provided herein, Tenant agrees to accept possession of the Premises in its then existing condition, “as-is”, including all patent and latent defects. Tenant’s taking possession of any part of the Premises shall be deemed to be an acceptance by Tenant of any work of improvement done by Landlord in such part as complete and in accordance with the terms of this Lease except for defects of which Tenant has made no other representationsgiven Landlord written notice prior to the time Tenant takes possession. At the time and delivers possession of the Premises to Tenant, express or impliedLandlord and Tenant shall together execute an acceptance agreement in the form attached as Exhibit D, as appropriately completed. Landlord shall have no obligation to deliver possession, nor shall Tenant be entitled to take occupancy, of the condition thereofPremises until such acceptance agreement has been executed, and Tenant’s obligation to pay Base Monthly Rent and Additional Rent shall not be excused or as delayed because of Tenant’s failure to the use or occupancy which may be made thereof, or the effect of any Laws thereon. Unless Exhibit “C” expressly describes specific initial Landlord Work to be performed by Landlord before the Commencement Date, nothing contained in this Lease shall obligate Landlord to perform any Landlord Work other than Landlord Repairs and Compliance Work as expressly the obligation of Landlord pursuant to the terms and conditions of this Leaseexecute such acceptance agreement.

Delivery and Acceptance of Possession. If Landlord shall exercise a good faith effort with respect is unable to delivering deliver possession of the Premises with Landlord Work Substantially Complete to Tenant on or before January 1the Scheduled Commencement Date for any reason whatsoever, 2012, but in the event that possession of the Premises with Landlord Work Substantially Complete is not delivered to Tenant within one hundred eighty (180) days after the Effective Date, and provided such delay is not caused by Tenant, Tenant shall have the right to terminate this Lease by delivering written notice of such termination to Landlord, whereupon this Lease shall thereupon become null and not be void and or voidable for a period of no further force or effect whatsoever in law or equityninety (90) days thereafter, and Landlord shall not be liable to Tenant for any loss or damages related to such failure to deliver possession. Tenant has examined the Premises, and reviewed and approved Exhibit “C” with respect to Landlord Work to be constructed on the Premisesdamage resulting therefrom. Tenant shall accept possession and enter into good faith occupancy of the entire Premises and commence the operation of its business therein within thirty (30) days after the Commencement Date. Tenant acknowledges that it has had an opportunity to conduct, and has conducted, such inspections of the Premises at such time as it deems necessary to evaluate its condition. Tenant agrees to accept possession of the Premises are Substantially Completein its then existing condition, "as is;" provided, however, Tenant may notify Landlord in writing within thirty (30) days after Tenant takes possession of the Premises of any defects in the Premises claimed by Tenant. Except for defects stated in such notice, Tenant shall be conclusively presumed to have accepted the Premises in the condition existing on the ate Tenant first takes possession, and to have waived all claims relating to the condition of the Premises. Except as expressly set forth herein, Landlord has made no other representations, express or implied, as to the condition thereof, or as to the use or occupancy which may be made thereof, or the effect of any Laws thereon. Unless Exhibit “C” expressly describes specific initial Landlord Work improvements to be performed constructed by Landlord before the Commencement Date, nothing contained in this Lease shall obligate Landlord to perform any Landlord Work other than Landlord Repairs and Compliance Work as expressly the obligation of Landlord pursuant to 2.3, Landlord makes no representation that the terms Premises as of the date hereof and conditions as of this Leasethe commencement Date does or will comply with the Americans with Disabilities Act of 1990 (42 U.S.C. Sections 12101 - 12213), or any regulations promulgated thereunder (the "ADA"). At the time Landlord delivers possession of the Premises to Tenant, Landlord and Tenant shall together execute a commencement memorandum in the form attached as Exhibit D, appropriately completed. Landlord shall have no obligation to deliver possession, nor shall Tenant be entitled to take occupancy, of the Premises until such commencement memorandum has been executed, and Tenant's obligation to pay Base Monthly Rent and Additional Rent shall not be excused or delayed because of Tenant's failure to exercise such commencement memorandum.

Delivery and Acceptance of Possession. The Scheduled Commencement Date is the date estimated by the parties that will be thirty (30) days after the date Landlord shall exercise a good faith effort with respect to delivering obtains possession of the Premises with Landlord Work from the existing tenant. Since the Tenant Improvements may not be Substantially Complete Completed by the Scheduled Commencement Date, Tenant will not be able to use all of the Premises while the Tenant on or before January 1, 2012, but Improvements are being constructed. Subject to the scope of the Tenant Improvements contained in the event Construction Plans (as defined in Exhibit B attached hereto), the parties contemplate that Tenant will be able to occupy approximately one-half of the Premises while Landlord's contractor is constructing the Tenant Improvements in the remainder of the Premises. Tenant agrees to cooperate with Landlord's contractor in connection with the construction of the Tenant Improvements and not to interfere with the work of the contractor, including any work that may have to be done in the area of the Premises being occupied by Tenant. Tenant acknowledges and accepts the various inconveniences that may be associated with the use of any portion of the Premises and Common Areas during the construction of the Tenant Improvements, such as construction obstacles, noise and debris, the passage of work crews, uneven air conditioning service and other typical conditions incident to the construction of improvements. Tenant agrees that such inconveniences and annoyances shall not give Tenant any rights against Landlord. Tenant shall accept possession and enter into good faith occupancy of the entire Premises and commence the operation of its business therein within 30 days after the Tenant Improvements have been Substantially Completed. Tenant acknowledges that it has had an opportunity to conduct, and has conducted, such inspections of the Premises as it deems necessary to evaluate its condition. Except as otherwise specifically provided herein, Tenant agrees to accept possession of the Premises with in its then existing condition, "as-is", including all patent defects, but excluding all latent defects, which Landlord Work Substantially Complete is not delivered to Tenant within one hundred eighty (180) days shall promptly repair after the Effective Date, and provided such delay is not caused by Tenant, Tenant shall have the right to terminate this Lease by delivering receipt of written notice of such termination latent defect. Tenant agrees to Landlordprovide notice to Landlord of any latent defects promptly after Tenant discovers such latent defect. Tenant's taking possession of any part of the Premises shall be deemed to be an acceptance by Tenant of any work of improvement done by Landlord in such part as complete and in accordance with the terms of this Lease except for defects of which Tenant has given Landlord written notice prior to the time Tenant takes possession, whereupon After the Commencement Date and Substantial Completion of the Tenant Improvements, Landlord and Tenant shall together execute an acceptance agreement in the form attached as EXHIBIT C, appropriately completed. Tenant's obligation to pay Base Monthly Rent and Additional Rent in accordance with this Lease shall thereupon become null and void and of no further force or effect whatsoever in law or equity, and Landlord shall not be liable to Tenant for any loss excused or damages related to such delayed because of Tenant's failure to deliver possession. Tenant has examined the Premises, and reviewed and approved Exhibit “C” with respect to Landlord Work to be constructed on the Premises. Tenant shall accept the Premises at execute such time as the Premises are Substantially Complete. Except as expressly set forth herein, Landlord has made no other representations, express or implied, as to the condition thereof, or as to the use or occupancy which may be made thereof, or the effect of any Laws thereon. Unless Exhibit “C” expressly describes specific initial Landlord Work to be performed by Landlord before the Commencement Date, nothing contained in this Lease shall obligate Landlord to perform any Landlord Work other than Landlord Repairs and Compliance Work as expressly the obligation of Landlord pursuant to the terms and conditions of this Leaseacceptance agreement.

Delivery and Acceptance of Possession. If Landlord shall exercise a good faith effort with respect is unable to delivering deliver possession of the Premises with Landlord Work Substantially Complete to Tenant on or before January 1the Scheduled Commencement Date for any reason whatsoever, 2012, but in the event that possession of the Premises with Landlord Work Substantially Complete is not delivered to Tenant within one hundred eighty (180) days after the Effective Date, and provided such delay is not caused by Tenant, Tenant shall have the right to terminate this Lease by delivering written notice of such termination to Landlord, whereupon this Lease shall thereupon become null and not be void and or voidable for a period of no further force or effect whatsoever in law or equity90 days thereafter, and Landlord shall not be liable to Tenant for any loss or damages related damage resulting therefrom; however, if possession is not delivered within such 90 day period, Tenant as its sole remedy may cancel this Lease and receive a refund of any funds paid to such failure Landlord hereunder. As used above, the delivery of possession means simply the turnover of the physical possseion of and access to deliver possession. the Premises to Tenant has examined for its Early Occupancy Period, as defined in the PremisesRider, and reviewed and approved Exhibit “C” with respect to Landlord Work to does not mean or imply that the Premises will be constructed on in any particular condition nor that any improvements or repairs will have been completed as of the Premisesbeginning of such Early Occupancy Period. Tenant shall accept possession and enter into good faith occupancy of the entire Premises and commence the operation of its business therein within 30 days after the Commencement Date. Tenant acknowledges that it has had an opportunity to conduct, and has conducted, such inspections of the Premises at such time as the Premises are Substantially Completeit deems necessary to evaluate its condition. Except as expressly set forth hereinotherwise specifically provided in this Lease, Landlord has made no other representationsTenant agrees to accept possession of the Premises in its then existing condition, express or implied“as-is”, as to the condition thereof, or as to the use or occupancy which may be made thereof, or the effect of any Laws thereonincluding all patent and latent defects. Unless Exhibit “C” expressly describes specific initial Landlord Work to be performed by Landlord before On the Commencement Date, nothing contained Landlord and Tenant shall together execute an acceptance agreement in this Lease the form attached as Exhibit B, appropriately completed. Landlord shall obligate Landlord have no obligation to perform any Landlord Work other than Landlord Repairs deliver possession, nor shall Tenant be entitled to take occupancy, of the Premises until such acceptance agreement has been executed, and Compliance Work as expressly the Tenant’s obligation to pay Base Monthly Rent and Additional Rent shall not be excused or delayed because of Landlord pursuant Tenant’s failure to the terms and conditions of this Leaseexecute such acceptance agreement. Tenant shall not be obligated to sign an acceptance agreement that contains information which is not true.

Delivery and Acceptance of Possession. If this Lease provides that Landlord shall exercise a good faith effort with respect to delivering must deliver possession of the Premises with to Tenant on a certain date, then if Landlord Work Substantially Complete is unable to deliver possession of the Premises to Tenant on or before January 1such date for any reason whatsoever, 2012, but in the event that possession of the Premises with Landlord Work Substantially Complete is not delivered to Tenant within one hundred eighty (180) days after the Effective Date, and provided such delay is not caused by Tenant, Tenant shall have the right to terminate this Lease by delivering written notice of such termination to Landlord, whereupon this Lease shall thereupon become null and not be void and or voidable for a period of no further force or effect whatsoever in law or equity180 days thereafter, and Landlord shall not be liable to Tenant for any loss or damages related to such failure to deliver possession. Tenant has examined the Premises, and reviewed and approved Exhibit “C” with respect to Landlord Work to be constructed on the Premisesdamage resulting therefrom. Tenant shall accept possession and enter into good faith occupancy of the entire Premises and commence the operation of its business therein within 30 days after the Commencement Date. Tenant acknowledges that it has had an opportunity to conduct, and has conducted, such inspections of the Premises at such time as the Premises are Substantially Completeit deems necessary to evaluate its condition. Except as expressly set forth otherwise specifically provided herein, Tenant agrees to accept possession of the Premises in its then existing condition, “as-is”, including all patent and latent defects. Tenant’s taking possession of any part of the Premises shall be deemed to be an acceptance by Tenant of any work of improvement done by Landlord in such part as complete and in accordance with the terms of this Lease except for defects of which Tenant has made no other representations, express or implied, as given Landlord written notice prior to the condition thereoftime Tenant takes possession. At the time Landlord delivers possession of the Premises to Tenant, Landlord and Tenant shall together execute an acceptance agreement in the form attached as Exhibit D, appropriately completed. Landlord shall have no obligation to deliver possession, nor shall Tenant be entitled to take occupancy, of the Premises until such acceptance agreement has been executed, and Tenant’s obligation to pay Base Monthly Rent and Additional Rent shall not be excused or as delayed because of Tenant’s failure to the use or occupancy which may be made thereof, or the effect of any Laws thereon. Unless Exhibit “C” expressly describes specific initial Landlord Work to be performed by Landlord before the Commencement Date, nothing contained in this Lease shall obligate Landlord to perform any Landlord Work other than Landlord Repairs and Compliance Work as expressly the obligation of Landlord pursuant to the terms and conditions of this Leaseexecute such acceptance agreement.

Delivery and Acceptance of Possession. The Scheduled Commencement Date is the date estimated by the parties that will be thirty (30) days after the date Landlord shall exercise a good faith effort with respect to delivering obtains possession of the Premises with Landlord Work from the existing tenant. Since the Tenant Improvements may not be Substantially Complete Completed by the Scheduled Commencement Date, Tenant will not be able to use all of the Premises while the Tenant on or before January 1, 2012, but Improvements are being constructed. Subject to the scope of the Tenant Improvements contained in the event Construction Plans (as defined in Exhibit B attached hereto), the parties contemplate that Tenant will be able to occupy approximately one-half of the Premises while Landlord's contractor is constructing the Tenant Improvements in the remainder of the Premises. Tenant agrees to cooperate with Landlord's contractor in connection with the construction of the Tenant Improvements and not to interfere with the work of the contractor, including any work that may have to be done in the area of the Premises being occupied by Tenant. Tenant acknowledges and accepts the various inconveniences that may be associated with the use of any portion of the Premises and Common Areas during the construction of the Tenant Improvements, such as construction obstacles, noise and debris, the passage of work crews, uneven air conditioning service and other typical conditions incident to the construction of improvements. Tenant agrees that such inconveniences and annoyances shall not give Tenant any rights against Landlord. Tenant shall accept possession and enter into good faith occupancy of the entire Premises and commence the operation of its business therein within 30 days after the Tenant Improvements have been Substantially Completed. Tenant acknowledges that it has had an opportunity to conduct, and has conducted, such inspections of the Premises as it deems necessary to evaluate its condition. Except as otherwise specifically provided herein, Tenant agrees to accept possession of the Premises with in its then existing condition, "as-is", including all patent defects, but excluding all latent defects, which Landlord Work Substantially Complete is not delivered to Tenant within one hundred eighty (180) days shall promptly repair after the Effective Date, and provided such delay is not caused by Tenant, Tenant shall have the right to terminate this Lease by delivering receipt of written notice of such termination latent defect. Tenant agrees to Landlordprovide notice to Landlord of any latent defects promptly after Tenant discovers such latent defect. Tenant's taking possession of any part of the Premises shall be deemed to be an acceptance by Tenant of any work of improvement done by Landlord in such part as complete and in accordance with the terms of this Lease except for defects of which Tenant has given Landlord written notice prior to the time Tenant takes possession. After the Commencement Date and Substantial Completion of the Tenant Improvements, whereupon Landlord and Tenant shall together execute an acceptance agreement in the form attached as Exhibit C, appropriately completed. Tenant's obligation to pay Base Monthly Rent and Additional Rent in accordance with this Lease shall thereupon become null and void and of no further force or effect whatsoever in law or equity, and Landlord shall not be liable to Tenant for any loss excused or damages related to such delayed because of Tenant's failure to deliver possession. Tenant has examined the Premises, and reviewed and approved Exhibit “C” with respect to Landlord Work to be constructed on the Premises. Tenant shall accept the Premises at execute such time as the Premises are Substantially Complete. Except as expressly set forth herein, Landlord has made no other representations, express or implied, as to the condition thereof, or as to the use or occupancy which may be made thereof, or the effect of any Laws thereon. Unless Exhibit “C” expressly describes specific initial Landlord Work to be performed by Landlord before the Commencement Date, nothing contained in this Lease shall obligate Landlord to perform any Landlord Work other than Landlord Repairs and Compliance Work as expressly the obligation of Landlord pursuant to the terms and conditions of this Leaseacceptance agreement.

Delivery and Acceptance of Possession. If this Lease provides that Landlord shall exercise a good faith effort with respect to delivering must deliver possession of the Premises with to Tenant on a certain date, and if Landlord Work Substantially Complete is unable to deliver possession of the Premises to Tenant on or before January 1such date for any reason whatsoever, 2012, but in the event that possession of the Premises with Landlord Work Substantially Complete is not delivered to Tenant within one hundred eighty (180) days after the Effective Date, and provided such delay is not caused by Tenant, Tenant shall have the right to terminate this Lease by delivering written notice of such termination to Landlord, whereupon then this Lease shall thereupon become null and not be void and of no further force or effect whatsoever voidable except as provided in law or equitythis paragraph, and Landlord shall not be liable to Tenant for any loss or damages related damage resulting therefrom. If the delay in delivery is due to such any act or omission of Tenant or its employees, agents or contractors (including without limitation the failure to timely deliver possessionplans, insurance certificates or other items as required by this Lease), then the delivery date shall be deemed the date the Premises would have been delivered but for such delays by Tenant. Notwithstanding the foregoing, if Landlord does not deliver possession of the Premises to Tenant within 180 days after the date this Lease has examined been fully executed by the parties, then Tenant (if the delay was not due to a Tenant Delay or otherwise due to the acts or omissions of Tenant or its employees, agents or contractors as provided above), shall have the right to terminate this Lease upon written notice to the Landlord at any time prior to the date Landlord delivers possession of the Premises to Tenant, whereupon any monies previously paid by Tenant to Landlord shall be reimbursed to Tenant. Tenant's election to terminate shall be Tenant's sole and exclusive remedy for a delay in delivery of possession of the Premises, unless the Premises have been vacated and reviewed possession surrendered by the existing tenant in such space and approved Exhibit “C” with respect to Landlord Work to be constructed on the Premisesintentionally delays delivery of possession. Tenant shall accept possession of the Premises at such time as the Premises are Substantially Completewhen delivered by Landlord. Except as expressly set forth herein, Landlord has made no other representations, express or implied, as to the condition thereof, or as to the use or occupancy which may be made thereof, or the effect of any Laws thereon. Unless Exhibit “C” expressly describes specific initial Landlord Work to be performed by Landlord before the Commencement Date, nothing contained otherwise specifically provided in this Lease shall obligate Lease, Tenant agrees to accept possession of the Premises in its then existing condition, "AS-IS", including all patent and latent defects. Landlord represents and warrants to perform any Landlord Work other than Landlord Repairs and Compliance Work its actual knowledge as expressly of the obligation of Landlord pursuant to the terms and conditions of this Lease.date hereof that:

Delivery and Acceptance of Possession. If Landlord shall exercise a good faith effort with respect is unable to delivering deliver possession of the Premises with Landlord Work Substantially Complete to Tenant on or before January 1the Scheduled Commencement Date with the Tenant Improvements Substantially Completed (as defined in Exhibit B), 2012for any reason whatsoever, but in the event that possession of the Premises with Landlord Work Substantially Complete is not delivered to Tenant within one hundred eighty (180) days after the Effective Date, and provided such delay is not caused by Tenant, Tenant shall have the right to terminate this Lease by delivering written notice of such termination to Landlord, whereupon then this Lease shall thereupon become null and not be void and of no further force or effect whatsoever voidable except as provided in law or equitythis paragraph, and Landlord shall not be liable to Tenant for any loss or damages related damage resulting therefrom. Notwithstanding the foregoing or anything to the contrary contained in this Lease, (a) if the Commencement Date has not occurred on or before March 1, 2003 (as extended for Tenant Delays and Force Majeure Delays, as defined in Exhibit B), then Landlord shall reimburse Tenant for the Holdover Delay Payment (hereinafter defined) for the time period that the Commencement Date is delayed beyond March 1, 2003 (as extended for Tenant Delays and Force Majeure Delays) through the earlier of thirty (30) days after the Commencement Date occurs or such earlier date that Tenant ceases to be obligated to pay holdover rent under the Existing Lease (hereinafter defined), and (b) if the Commencement Date has not occurred on or before May 1, 2003 (as extended for Tenant Delays and Force Majeure Delays), then Tenant, as its sole and exclusive remedy (in addition to the payment by Landlord of the Holdover Delay Payment as provided below), may terminate this Lease by written notice to Landlord prior to the actual Commencement Date, whereupon any monies previously paid by Tenant to Landlord shall be reimbursed to Tenant, and Landlord shall pay the Holdover Delay Payment to Tenant through May 31, 2003, but not for any period thereafter, to such failure extent such payment is due the landlord under the Existing Lease. Under no circumstances will Landlord pay more than $69,000.00 in Holdover Delay Payment even if the Commencement Date is delayed beyond May 1, 2003 and Tenant does not elect to deliver possessionterminate the Lease as provided above. The “Holdover Delay Payment” equals $23,000.00 per month, which represents one-half of the additional premium for the holdover rent that Tenant has examined pays to its current landlord for Tenant’s lease of space at 2000 Xxxxx Xxxx., Suites 109 and 110, Santa Clara, California (the Premises“Existing Lease”). If the landlord under the Existing Lease reduces or does not charge rent at the holdover rate under the Existing Lease, Landlord’s Holdover Delay Payment will be reduced according to equal one-half of the additional premium for holdover rent for the Existing Lease. Landlord will make the Holdover Delay Payment to Tenant either in a lump sum payment within 10 days after the Commencement Date or as a credit against Base Monthly Rent and reviewed and approved Exhibit “C” with respect Additional Rent coming due under this Lease. Notwithstanding anything to Landlord Work to be constructed on the Premises. Tenant shall accept the Premises at such time as the Premises are Substantially Complete. Except as expressly set forth hereincontrary contained in this Lease, Landlord has made no other representations, express or implied, warrants and represents that as to the condition thereof, or as to the use or occupancy which may be made thereof, or the effect of any Laws thereon. Unless Exhibit “C” expressly describes specific initial Landlord Work to be performed by Landlord before the Commencement Date, nothing contained (i) the Premises will comply with all Laws, except for any improvements required due to Tenant’s particular use of the Premises, the particular manner in this Lease which it conducts its business in the Premises, or any Trade Fixtures or Tenant Alterations made by Tenant, (ii) the Tenant Improvements and the Premises will be in good and clean operating condition and repair, (iii) the electrical (including outlets and panels), mechanical, HVAC, plumbing, sewer, elevator, sprinkler (including interior and exterior landscaping) and other systems serving the Premises and the Building as well as the lighting, ceiling tiles and window coverings in the Premises and the parking lot will be in good operating condition and repair, and (iv) the roof (including the roof membrane) of the Building will be in good condition and water tight. During the first six (6) months after the Commencement Date, Landlord shall, promptly after receipt of notice from Tenant, remedy any non-compliance with such warranty at Landlord’s sole cost and expense, except if such work is required due to (a) the negligence, willful misconduct or misuse by Tenant or any of its Agents, or (b) the installation of any Trade Fixtures or Tenant Alterations, in which case Tenant shall obligate Landlord to perform any Landlord Work other than Landlord Repairs and Compliance Work as expressly be solely responsible for the obligation cost of Landlord pursuant such work. Subject to the terms foregoing, Tenant acknowledges that it has had an opportunity to conduct, and conditions has conducted, such inspections of this Leasethe Premises as it deems necessary to evaluate its condition. Except as otherwise specifically provided herein, Tenant agrees to accept possession of the Premises in its then existing condition, “as-is”, including all defects, except for any defects in the structural parts of the Building (which for purposes hereof shall mean the foundation, load bearing walls and roof structure). At the time Landlord delivers possession of the Premises to Tenant, Landlord and Tenant shall together execute an acceptance agreement in the form attached as Exhibit C, appropriately completed. The failure of Tenant to execute such Acceptance Agreement shall not extend or delay the Commencement Date.

Delivery and Acceptance of Possession. If Landlord shall exercise a good faith effort with respect is unable to delivering deliver possession of the Premises with Landlord Work Substantially Complete to Tenant on or before January 1the Scheduled Commencement Date for any reason whatsoever, 2012, but in the event that possession of the Premises with Landlord Work Substantially Complete is not delivered to Tenant within one hundred eighty (180) days after the Effective Date, and provided such delay is not caused by Tenant, Tenant shall have the right to terminate this Lease by delivering written notice of such termination to Landlord, whereupon then this Lease shall thereupon become null and not be void and of no further force or effect whatsoever voidable except as provided in law or equitythis paragraph, and Landlord shall not be liable to Tenant for any loss or damages related damage resulting therefrom. If the delay in delivery is due to such failure to deliver possession. any Tenant has examined Delay (as defined in Exhibit B) , then Substantial Completion of the Premises, and reviewed and approved Exhibit “C” with respect to Landlord Work to Tenant Improvements shall be constructed on deemed (for the Premises. Tenant shall accept the Premises at such time as the Premises are Substantially Complete. Except as expressly set forth herein, Landlord has made no other representations, express or implied, as to the condition thereof, or as to the use or occupancy which may be made thereof, or the effect purposes of any Laws thereon. Unless Exhibit “C” expressly describes specific initial Landlord Work to be performed by Landlord before calculating the Commencement Date) to be the date the Tenant Improvements would have been Substantially Completed but for such Tenant Delays. Notwithstanding the foregoing, nothing contained if the Commencement Date does not occur within 90 days after the Scheduled Commencement Date, which date is not subject to extension due to Force Majeure Delays (as that term is defined in Exhibit B), then Tenant (if the delay was not due to a Tenant Delay), as its sole and exclusive remedy, shall have the right to terminate this Lease upon written notice to Landlord within ten (10) days after the earlier of (i) notice from Landlord that there will be a delay beyond said 90-day time period, or (ii) end of said time period. Upon Substantial Completion of the Tenant Improvements, Landlord and Tenant shall obligate Landlord to perform any Landlord Work other than Landlord Repairs and Compliance Work together execute an acceptance agreement in the form attached as expressly the obligation Exhibit C, appropriately completed. The failure of Landlord pursuant or Tenant to execute such acceptance agreement shall not delay the terms and conditions of this LeaseCommencement Date.

Delivery and Acceptance of Possession. If this Lease provides that Landlord shall exercise a good faith effort with respect to delivering possession must deliver Early Occupancy (as provided for in Paragraph 2 of the First Addendum To Lease) of the Premises with to Tenant on a certain date, then if Landlord Work Substantially Complete is unable to deliver Early Occupancy (as provided for in Paragraph 2 of the First Addendum To Lease) of the Premises to Tenant on or before January 1such date for any reason whatsoever, 2012, but in the event that possession of the Premises with Landlord Work Substantially Complete is not delivered to Tenant within one hundred eighty (180) days after the Effective Date, and provided such delay is not caused by Tenant, Tenant shall have the right to terminate this Lease by delivering written notice of such termination to Landlord, whereupon this Lease shall thereupon become null and not be void and or voidable for a period of no further force or effect whatsoever in law or equity60 days thereafter, and Landlord shall not be liable to Tenant for any loss or damages related to such failure to deliver possession. Tenant has examined the Premises, and reviewed and approved Exhibit “C” with respect to Landlord Work to be constructed on the Premisesdamage resulting therefrom. Tenant shall accept possession and enter into good faith occupancy of the entire Premises and commence the operation of its business therein within 30 days after the Commencement Date. Tenant acknowledges that it has had an opportunity to conduct, and has conducted, such inspections of the Premises at such time as the Premises are Substantially Completeit deems necessary to evaluate its condition. Except as expressly set forth otherwise specifically provided herein, Landlord has made no other representationsTenant agrees to accept possession of the Premises in its then existing condition, express or implied"as-is", as including all patent and latent defects subject to the condition thereof, or as to the use or occupancy which may be made thereof, or the effect First Addendum To Lease Paragraph 5 and completion of Interior Improvements. Tenant's taking possession of any Laws thereon. Unless Exhibit “C” expressly describes specific initial Landlord Work part of the Premises shall be deemed to be performed an acceptance by Tenant of any work of improvement done by Landlord before in such part as complete and in accordance with the Commencement Date, nothing contained in terms of this Lease shall obligate except for defects of which Tenant has given Landlord written notice within 30 days after notice to perform any Landlord Work other than Landlord Repairs Tenant of Substantial Completion of the Interior Improvements and Compliance Work subject to Tenant's Early Occupancy right as expressly provided for in Paragraph 2 of the obligation of Landlord pursuant to the terms and conditions of this First Addendum To Lease.

Delivery and Acceptance of Possession. If this Lease provides that Landlord shall exercise a good faith effort with respect to delivering must deliver possession of the Premises with to Tenant on a certain date, then if Landlord Work Substantially Complete is unable to deliver possession of the Premises to Tenant on or before January 1such date for any reason whatsoever, 2012, but in the event that possession of the Premises with Landlord Work Substantially Complete is not delivered to Tenant within one hundred eighty (180) days after the Effective Date, and provided such delay is not caused by Tenant, Tenant shall have the right to terminate this Lease by delivering written notice of such termination to Landlord, whereupon this Lease shall thereupon become null and not be void and or voidable for a period of no further force or effect whatsoever in law or equity180 days thereafter, and Landlord shall not be liable to Tenant for any loss or damages related to such failure to deliver possession. Tenant has examined the Premises, and reviewed and approved Exhibit “C” with respect to Landlord Work to be constructed on the Premisesdamage resulting therefrom. Tenant shall accept possession and enter into good faith occupancy of the entire Premises at and commence the operation of its business therein within 30 days after the Commencement Date. Tenant acknowledges that it has had an opportunity to conduct, and has conducted, such time inspections of the Premises, as the Premises are Substantially Completeit deems necessary to evaluate its condition. Except as expressly set forth otherwise specifically provided herein, Tenant agrees to accept possession of the Premises in its then existing condition, "as-is", including all patent and latent defects. Tenant's taking possession of any part of the Premises shall be deemed to be an acceptance by Tenant of any work of improvement done by Landlord in such part as complete and in accordance with the terms of this Lease except for defects of which Tenant has made no other representations, express or implied, as given Landlord written notice prior to the condition thereoftime Tenant takes possession. At the time Landlord delivers possession of the Premises to Tenant, Landlord and Tenant shall together execute an acceptance agreement in the form attached as Exhibit D, appropriately completed. Landlord shall have no obligation to deliver possession, nor shall Tenant be entitled to take occupancy, of the Premises until such acceptance agreement has been executed, and Tenant's obligation to pay Base Monthly Rent and Additional Rent shall not be excused or as delayed because of Tenant's failure to the use or occupancy which may be made thereof, or the effect of any Laws thereon. Unless Exhibit “C” expressly describes specific initial Landlord Work to be performed by Landlord before the Commencement Date, nothing contained in this Lease shall obligate Landlord to perform any Landlord Work other than Landlord Repairs and Compliance Work as expressly the obligation of Landlord pursuant to the terms and conditions of this Leaseexecute such acceptance agreement.