Common use of Determination of Fair Market Rent Clause in Contracts

Determination of Fair Market Rent. The term "Fair Market Rent" for the purposes of this Lease shall mean the annual amount per rentable square foot that what a willing, comparable tenant would pay, and a willing, comparable landlord of a non-sublease, non-encumbered, non-equity, similarly serviced, comparably improved and situated biotechnical research/office building would accept for similarly sized and situated Premises for a comparable use for a comparable period of time under a lease with comparable terms to that of this Lease (but for the resetting of annual Base Rent) ("Comparable Transactions"). The setting of Fair Market Rent shall involve only an adjustment of Base Rent, and shall not require Landlord to grant any other concession such as tenant improvement allowances. Nevertheless, in setting such Fair Market Rent in relation to other contemporaneous transactions in the market, appropriate consideration shall be given to the annual rental rates per rentable square foot, the standard of measurement by which the rentable square footage is measured, the ratio of rentable square feet to usable square feet, the type of escalation clause, the extent of Tenant's liability under the Lease, brokerage commissions, length of lease term, size and location of premises being leased, building standard work letter and/or tenant improvement allowances, if any, and other generally applicable conditions of tenancy for such Comparable Transactions. The intent is that Tenant will obtain the same Base Rent that Landlord would otherwise give in Comparable Transactions and that Landlord will make, and receive the Base Rent that Landlord would otherwise make, and receive in Comparable Transactions. With respect to Tenant and any successor to Tenant by merger or acquisition, for the purposes of setting Fair Market Rent the Premises shall be deemed improved only with Landlord's Work and the building standard tenant improvements available that would have been built had the Tenant Improvement Allowance been [*] per usable square foot and not with any (a) alterations and improvements paid for out-of-pocket by Tenant or (b) tenant improvements above the [*] per usable square foot allowance provided by Landlord. With respect to any other renewing Tenant (e.g. an assignee other than by merger or asset acquisition), the Fair Market Rent shall be set based on the actual condition of the Premises or (at Landlord's option) the condition in which Tenant would be required to leave the Premises upon expiration of the Lease.

Determination of Fair Market Rent. The term "Fair Market Rent" for the purposes of this Lease shall mean the annual amount per rentable square foot that what a willing, comparable tenant would pay, and a willing, comparable landlord of a non-sublease, non-encumbered, non-equity, similarly serviced, comparably improved and situated biotechnical research/office building would accept for similarly sized and situated Premises for a comparable use for a comparable period of time under a lease with comparable terms to that of this Lease (but for the resetting of annual Base Rent) ("Comparable Transactions"). The setting of Fair Market Rent shall involve only an adjustment of Base Rent, and shall not require Landlord to grant any other concession such as tenant improvement allowances. Nevertheless, in setting such Fair Market Rent in relation to other contemporaneous transactions in the market, appropriate consideration shall be given to the annual rental rates per rentable square foot, the standard of measurement by which the rentable square footage is measured, the ratio of rentable square feet to usable square feet, the type of escalation clause, the extent of Tenant's liability under the Lease, brokerage commissions, length of lease term, size and location of premises being leased, building standard work letter and/or tenant improvement allowances, if any, and other generally applicable conditions of tenancy for such Comparable Transactions. The intent is that Tenant will obtain the same Base Rent that Landlord would otherwise give in Comparable Transactions and that Landlord will make, and receive the Base Rent that Landlord would otherwise make, and receive in Comparable Transactions. With respect to Tenant and any successor to Tenant by merger or acquisition, for the purposes of setting Fair Market Rent the Premises shall be deemed improved only with Landlord's Work and the building standard tenant improvements available that would have been built had the Tenant Improvement Allowance been [*] per usable square foot and not with any (a) alterations and improvements paid for out-of-pocket by Tenant or (b) tenant improvements above the [*] per usable square foot allowance provided by Landlord. With respect to any other renewing Tenant (e.g. an assignee other than by merger or asset acquisition), the Fair Market Rent shall be determined as follows: Landlord shall give Tenant written notice (“Landlord’s Fair Market Rent Notice”) of Landlord’s determination of Fair Market Rent for the Extension Term within thirty (30) days of Tenant’s giving to Landlord the Tenant’s Extension Notice. Tenant shall thereafter notify Landlord within thirty (30) days of Landlord’s giving to Tenant Landlord’s Fair Market Rent Notice of its agreement with or objection to Landlord’s determination of the Fair Market Rent, whereupon in the case of Tenant’s objection, Fair Market Rent shall be determined by arbitration conducted in the manner set based on forth below. If Tenant does not notify Landlord within such 30-day period of Tenant’s agreement with or objection to Landlord’s determination of the Fair Market Rent, then the Fair Market Rent for the Extension Term shall be deemed to be Landlord’s determination of the Fair Market Rent as set forth in Landlord’s Fair Market Rent Notice to Tenant. If Tenant does notify Landlord within such 30-day period of Tenant’s objection to Landlord’s determination of the Fair Market Rent, then within ten (10) days of Tenant’s giving such notice of objection to Landlord, each of Tenant and Landlord shall choose an MAI real estate appraiser or commercial real estate broker with at least ten (10) years of professional experience dealing with properties similar to the Property in the vicinity of the Property (each a “Real Estate Professional”) and notify the other party of the person so selected. The Real Estate Professionals so selected shall each determine and promptly report (in no event later than the thirtieth (30th) day following the giving of the notice of appointment of the second Real Estate Professional) to both Landlord and Tenant in writing his or her determination of the Fair Market Rent. If the higher of the Fair Market Rents reported by the two Real Estate Professionals is no more than ten (10%) percent more than the lower rate, then the Fair Market Rent will be an average of such amounts. However, if the higher amount is more than one hundred ten (110%) percent of the lower amount, then within ten (10) days after receipt of both reports, Landlord and Tenant will jointly appoint a third Real Estate Professional meeting the aforesaid criteria and who does not have and has not had, within five (5) years prior to such appointment, a business relationship with either Landlord or Tenant, and the third Real Estate Professional will determine the Fair Market Rent by selecting either the Fair Market Rent determination of Landlord’s Real Estate Professional or the Fair Market Rent determination of Tenant’s Real Estate Professional according to whichever of the two valuations as set forth in the reports from Landlord’s Real Estate Professional or Tenant’s Real Estate Professional, respectively, is closer to the actual condition Fair Market Rent in the opinion of such third Real Estate Professional. The third Real Estate Professional shall have no discretion other than to select one of the Premises or (at Landlord's option) determinations of Fair Market Rent made by the condition in which first two Real Estate Professionals as aforesaid. Landlord and Tenant would be required to leave shall each pay the Premises upon expiration Real Estate Professional that it appoints, and shall share equally the cost of the Leasethird Real Estate Professional.

Determination of Fair Market Rent. The term "Upon exercise of the right to extend the term, and included within the Notice of Exercise, Lessee shall notify Lessor of its opinion of Fair Market Rent" Rental as above defined for the purposes Extended Term. If Lessor disagrees with Xxxxxx’s opinion of the Fair Market Rental and believes the Fair Market Rental would be higher than the Minimum Monthly Rent in effect immediately prior to the commencement date of the Extended Term , it shall so notify Lessee (“Lessor’s Value Notice”) within thirty (30) days after receipt of Xxxxxx’s Notice of Exercise. If the parties are unable to resolve their differences within ten (10) business days thereafter, Lessee may withdraw its Notice of Exercise (in which case the term of this Lease shall mean not extend). If Lessee does not withdraw its Notice of Exercise but does send Lessor notice that it does not agree to Lessor’s Value Notice, either party may apply for Arbitration as provided below. If neither party applies for Arbitration and Lessee has not withdrawn its Notice of Exercise within ten (10) business days after receipt by Lessee of Lessor’s Value Notice, Lessee shall be bound to the annual amount per rentable square foot that what a willing, comparable tenant would payFair Market Rental stated in Lessor’s Value Notice. Should either party elect to arbitrate, and a willingif the arbitration is not concluded before the commencement of the Extended Term, comparable landlord of a non-subleaseLessee shall pay Minimum Monthly Rent to Lessor in an amount equal to the Fair Market Rental set forth in Lessor’s Value Notice, non-encumbered, non-equity, similarly serviced, comparably improved and situated biotechnical research/office building would accept for similarly sized and situated Premises for a comparable use for a comparable period of time under a lease until the Fair Market Rental is determined in accordance with comparable terms to that of this Lease the arbitration provisions hereof (but for the resetting of annual Base Rent) ("Comparable Transactions"“Arbitration”). The setting If the Fair Market Rental as determined by Arbitration differs from that stated in Lessor’s Value Notice, then any adjustment required to correct the amount previously paid by Lessee shall be made by payment by the appropriate party within thirty (30) days after the determination of Fair Market Rent shall involve only an adjustment of Base RentRental by Arbitration has been concluded, and shall not require Landlord to grant any other concession such as tenant improvement allowancesprovided herein. Nevertheless, in setting such Fair Market Rent in relation to other contemporaneous transactions in the market, appropriate consideration Lessee shall be given obligated to make payment during the annual rental rates per rentable square foot, the standard of measurement by which the rentable square footage is measured, the ratio of rentable square feet to usable square feet, the type of escalation clause, the extent of Tenant's liability under the Lease, brokerage commissions, length of lease term, size and location of premises being leased, building standard work letter and/or tenant improvement allowances, if any, and other generally applicable conditions of tenancy for such Comparable Transactions. The intent is that Tenant will obtain the same Base Rent that Landlord would otherwise give in Comparable Transactions and that Landlord will make, and receive the Base Rent that Landlord would otherwise make, and receive in Comparable Transactions. With respect to Tenant and any successor to Tenant by merger or acquisition, for the purposes of setting Fair Market Rent the Premises shall be deemed improved only with Landlord's Work and the building standard tenant improvements available that would have been built had the Tenant Improvement Allowance been [*] per usable square foot and not with any (a) alterations and improvements paid for out-of-pocket by Tenant or (b) tenant improvements above the [*] per usable square foot allowance provided by Landlord. With respect to any other renewing Tenant (e.g. an assignee other than by merger or asset acquisition), the Fair Market Rent shall be set based on the actual condition entire Extended Term of the Premises or (at Landlord's option) Minimum Monthly Rent determined in accordance with the condition in which Tenant would be required to leave the Premises upon expiration of the LeaseArbitration procedures hereunder.

Determination of Fair Market Rent. The term "As used in this Lease, “Fair Market Rent" ” means the effective fair market rent for the purposes Premises in its “as is” condition, as of this Lease shall mean the annual amount per rentable square foot that what a willingday with respect to which such determination is being made, comparable tenant would pay, and a willing, comparable landlord of a non-sublease, non-encumbered, non-equity, similarly serviced, comparably improved and situated biotechnical research/office building would accept for similarly sized and situated Premises for a comparable use for a comparable period term of time under a lease with comparable terms to that of this Lease five (but for the resetting of annual Base Rent5) ("Comparable Transactions")years. The setting of Fair Market Rent shall involve only an adjustment of Base Rent, and shall not require Landlord to grant any other concession such as tenant improvement allowances. Nevertheless, in setting such Fair Market Rent in relation to other contemporaneous transactions in the market, appropriate consideration shall be given to the annual rental rates per rentable square foot, the standard of measurement by which the rentable square footage is measured, the ratio of rentable square feet to usable square feet, the type of escalation clause, the extent of Tenant's liability under the Lease, brokerage commissions, length of lease term, size and location of premises being leased, building standard work letter and/or tenant improvement allowances, if any, and other generally applicable conditions of tenancy for such Comparable Transactions. The intent is that Tenant will obtain the same Base Rent that Landlord would otherwise give in Comparable Transactions and that Landlord will make, and receive the Base Rent that Landlord would otherwise make, and receive in Comparable Transactions. With respect to Tenant and any successor to Tenant by merger or acquisition, for the purposes of setting Fair Market Rent the Premises shall be deemed improved only with Landlord's Work and the building standard tenant improvements available that would have been built had the Tenant Improvement Allowance been [*] per usable square foot and not with any (a) alterations and improvements paid for out-of-pocket by Tenant or (b) tenant improvements above the [*] per usable square foot allowance provided by Landlord. With respect to any other renewing Tenant (e.g. an assignee other than by merger or asset acquisition), the Fair Market Rent shall be set based on upon the actual rents generally in effect for similar first-class office/laboratory space in similar buildings in the Cambridge, Massachusetts area in which the Premises is located, taking into account all facts and circumstances customarily taken into account by prudent and commercial reasonable lessors and lessees, including but not limited to size and location of the Premises, lease term, condition of the Premises or Building and services provided by Lessor. Within twenty (at Landlord's option20) days after Lessor receives Lessee’s notice of exercise of the condition Extension Option, Lessor shall provide to Lessee Lessor’s good faith determination of Fair Market Rent. If Lessor and Lessee are unable to agree on the Fair Market Rent within twenty-five (25) days thereafter, then Lessee may, within ten (10) days after the expiration of such twenty-five (25) day period, elect either to withdraw its notice of exercise, in which Tenant would event its rights under the Extension Option shall terminate, or to request that the Fair Market Rent be required determined by appraisal. If Lessee elects the appraisal option then Lessor and Lessee shall, not later than twenty (20) days after Lessor receives Lessee’s notice electing that option, each retain a real estate professional with at least ten (10) years’ continuous experience in the business of appraising or marketing commercial real estate in the Cambridge, Massachusetts vicinity, who shall, within thirty (30) days of his or her selection, prepare a written report summarizing his or her conclusion as to leave Fair Market Rent. Lessor and Lessee shall simultaneously exchange such reports; provided, however. that if one party has not obtained such a report within sixty (60) days after the Premises upon expiration of the Leasetwenty (20) day period during which the appraisers are to be appointed, then the determination set forth in the other party’s report shall be final and binding upon the parties. If both parties receive reports within such time and the lesser of the two determinations is within ten (10%) percent of the higher determination, then the average of these determinations shall be deemed to be the Fair Market Rent. If these determinations differ by more than ten (10%) percent, then Lessor and Lessee shall mutually select a person with the qualifications stated above (the “Final Professional”) to resolve the dispute as to Fair Market Rent. If Lessor and Lessee cannot agree upon the designation of the Final Professional within thirty (30) days of the exchange of the first valuation reports, either party may apply to the American Arbitration Association, the Greater Boston Real Estate Board, or any successor thereto for the designation of a Final Professional. Within ten (10) days of the selection of the Final Professional, Lessor and Lessee shall each submit to the Final Professional a copy of their respective real estate professional’s determination of Fair Market Rent. The Final Professional shall not perform his or her own valuation but rather shall, within thirty (30) days after such submissions, select the submission which is closest to the determination of Fair Market Rent which the Final Professional would have made acting alone. The Final Professional shall give notice of his or her selection to Lessor and Lessee and such decision shall be final and binding upon Lessor and Lessee. Each party shall pay the fees and expenses of its real estate professional and counsel, if any, in connection with any proceeding under this paragraph, and the parties shall share equally the fees and expenses of the Final Professional. In the event that Fair Market Rent has not been finally determined in the manner provided above as of the first day of the Extension Term, then Basic Rent shall be due and payable at the rate stated by Lessor as its good faith estimate of Fair Market Rent, and Lessor and Lessee shall make such adjustment (and payment or credit as necessary) within thirty (30) days after Fair Market Rent is finally determined.

Determination of Fair Market Rent. The term As used in this Lease, "Fair Market Rent" means the effective fair market rent for the purposes Premises in its "as is" condition, including those portions of the "Initial Improvements" (as defined in the Work Letter attached hereto as EXHIBIT C) and "Alterations" (as defined in Section 11.0(f) below) which Lessee is not permitted or required hereunder to remove at the expiration or earlier termination of this Lease shall mean Lease), as of the annual amount per rentable square foot that what a willingday with respect to which such determination is being made, comparable tenant would pay, and a willing, comparable landlord of a non-sublease, non-encumbered, non-equity, similarly serviced, comparably improved and situated biotechnical research/office building would accept for similarly sized and situated Premises for a comparable use for a comparable period term of time under a lease with comparable terms to that of this Lease five (but for the resetting of annual Base Rent5) ("Comparable Transactions")years. The setting of Fair Market Rent shall involve only an adjustment of Base Rent, and shall not require Landlord to grant any other concession such as tenant improvement allowances. Nevertheless, in setting such Fair Market Rent in relation to other contemporaneous transactions in the market, appropriate consideration shall be given to the annual rental rates per rentable square foot, the standard of measurement by which the rentable square footage is measured, the ratio of rentable square feet to usable square feet, the type of escalation clause, the extent of Tenant's liability under the Lease, brokerage commissions, length of lease term, size and location of premises being leased, building standard work letter and/or tenant improvement allowances, if any, and other generally applicable conditions of tenancy for such Comparable Transactions. The intent is that Tenant will obtain the same Base Rent that Landlord would otherwise give in Comparable Transactions and that Landlord will make, and receive the Base Rent that Landlord would otherwise make, and receive in Comparable Transactions. With respect to Tenant and any successor to Tenant by merger or acquisition, for the purposes of setting Fair Market Rent the Premises shall be deemed improved only with Landlord's Work and the building standard tenant improvements available that would have been built had the Tenant Improvement Allowance been [*] per usable square foot and not with any (a) alterations and improvements paid for out-of-pocket by Tenant or (b) tenant improvements above the [*] per usable square foot allowance provided by Landlord. With respect to any other renewing Tenant (e.g. an assignee other than by merger or asset acquisition), the Fair Market Rent shall be set based upon the rents generally in effect for similar premises for office/research and development uses in similar buildings in the Cambridge, Massachusetts area in which the Premises is located, adjusted to a "net" lease basis, taking into account all facts and circumstances customarily taken into account by prudent and commercially reasonable lessors and lessees including, without limitation, concessions then customarily granted to lessees of similar premises for similar uses in similar buildings in the Cambridge, Massachusetts area in which the Premises is located, but specifically excluding moving allowances. Within ten (10) days after Lessor receives Lessee's Exercise Notice, Lessor shall provide to Lessee Lessor's good faith determination of Fair Market Rent. If Lessor and Lessee are unable to agree on the actual condition Fair Market Rent within thirty (30) days thereafter, then Lessee shall have the right, by giving written notice to Lessor within ten (10) days after the expiration of such 30-day period, to rescind its exercise of the Premises or (at Landlord's option) the condition Extension Option, in which Tenant would be required case the Lease Term shall expire on the last day of the Initial Term. If Lessee does not give such notice of rescission to leave Lessor within such 10-day period, then Lessor and Lessee shall, not later than thirty (30) days after the Premises upon expiration of such initial 30-day period, each retain a real estate professional with at least ten (10) years' continuous experience in the Leasebusiness of appraising or marketing commercial real estate in the Cambridge, Massachusetts vicinity, who shall, within thirty (30) days of his or her selection, prepare a written report summarizing his or her conclusion as to Fair Market Rent. Lessor and Lessee shall simultaneously exchange such reports; PROVIDED, HOWEVER, that if one party has not obtained such a report within such 30-day period, then the determination set forth in the other party's report shall be final and binding upon the parties. If both parties receive reports within such time and the lesser of the two determinations is within ten (10%) percent of the higher determination, then the average of these determinations shall be deemed to be Fair Market Rent. If these determinations differ by more than ten (10%) percent, then Lessor and Lessee shall mutually select a person with the qualifications stated above (the "Final Professional") to resolve the dispute as to Fair Market Rent. If Lessor and Lessee cannot agree upon the designation of the Final Professional within thirty (30) days of the exchange of the first valuation reports, either party may apply to the American Arbitration Association, the Greater Boston Real Estate Board, or any successor thereto for the designation of a Final Professional. Within ten (10) days of the selection of the Final Professional, Lessor and Lessee shall each submit to the Final Professional a copy of their respective real estate professional's determination of Fair Market Rent. The Final Professional shall not perform his or her own valuation but rather shall, within thirty (30) days after such submissions, select the submission which is closest to the determination of Fair Market Rent which the Final Professional would have made acting alone. The Final Professional shall give notice of his or her selection to Lessor and Lessee and such decision shall be final and binding upon Lessor and Lessee. Each party shall pay the fees and expenses of its real estate professional and counsel, if any, in connection with any proceeding under this paragraph, and the losing party shall pay the fees and expenses of the Final Professional. In the event that Fair Market Rent has not been finally determined in the manner provided above as of the first day of any Extension Term, then Basic Rent shall be due and payable at the rate stated by Lessor as its good faith estimate of Fair Market Rent, and Lessor and Lessee shall make such adjustment (and payment or credit as necessary) within thirty (30) days after Fair Market Rent is finally determined.

Determination of Fair Market Rent. The term "Fair Market Rent" for Within fifteen (15) days after receipt of Tenant’s Option Notice, Landlord shall advise Tenant of Landlord’s determination of the purposes of this Lease shall mean the annual amount per rentable square foot that what a willing, comparable tenant would pay, and a willing, comparable landlord of a non-sublease, non-encumbered, non-equity, similarly serviced, comparably improved and situated biotechnical research/office building would accept for similarly sized and situated Premises for a comparable use for a comparable period of time under a lease with comparable terms to that of this Lease (but for the resetting of annual Base Rent) ("Comparable Transactions"). The setting of Fair Market Rent shall involve only an adjustment of Base Rentfor the Premises for the First Option Period or the Second Option Period, as applicable, and shall not require Landlord to grant any other concession such as tenant improvement allowances. Nevertheless, in setting such Fair Market Rent in relation to other contemporaneous transactions in the market, appropriate consideration shall be given to the annual rental rates per rentable square foot, the standard of measurement by which the rentable square footage is measured, the ratio of rentable square feet to usable square feet, the type of escalation clause, the extent of Tenant's liability under the Lease, brokerage commissions, length of lease term, size and location of premises being leased, building standard work letter and/or tenant improvement allowances, if any, and other generally applicable conditions of tenancy for such Comparable Transactions. The intent is that Tenant will obtain the same Base Rent that Landlord would otherwise give in Comparable Transactions and that Landlord will make, and receive the Base Rent that Landlord would otherwise make, and receive in Comparable Transactions. With respect to Tenant and any successor to Tenant by merger or acquisition, be payable for the purposes Option Period based upon the terms of setting Fair Market Rent Sections 3.2 or 3.3 above, as applicable. Tenant, within fifteen (15) days after the Premises shall be deemed improved only with Landlord's Work and the building standard tenant improvements available that would have been built had the date on which Landlord advises Tenant Improvement Allowance been [*] per usable square foot and not with any (a) alterations and improvements paid for out-of-pocket by Tenant or (b) tenant improvements above the [*] per usable square foot allowance provided by Landlord. With respect to any other renewing Tenant (e.g. an assignee other than by merger or asset acquisition), of the Fair Market Rent for the applicable Option Period, shall either (i) give Landlord final binding written notice (“Binding Notice”) of Tenant’s exercise of its Option, or (ii) if Tenant disagrees with Landlord’s determination of the Fair Market Rent, provide Landlord with written notice of rejection (the “Rejection Notice”). If Tenant fails to provide Landlord with either a Binding Notice or Rejection Notice within such fifteen (15) day period, Tenant’s Option shall be null and void and of no further force and effect. If Tenant provides Landlord with a Binding Notice, Landlord and Tenant shall enter into an amendment to this Lease upon the terms and conditions set based on forth herein. If Tenant provides Landlord with a Rejection Notice, Landlord and Tenant shall work together in good faith to agree upon the actual condition Fair Market Rent for the Premises for the applicable Option Period. When Landlord and Tenant have agreed upon the Fair Market Rent for the Premises, Landlord and Tenant shall enter into an amendment to this Lease confirming the extension of the Premises or (at Landlord's option) Term for such five-year period and the condition in which Tenant would be required to leave Base Rent for the Premises for such Option Period in accordance with the terms and conditions hereof. Notwithstanding the foregoing, if Landlord and Tenant are unable to agree upon the Fair Market Rent for the Premises within thirty (30) days after the date Tenant provides Landlord with the Rejection Notice, then Landlord and Tenant shall each, within five (5) business days following the expiration of such 30-day period, appoint a qualified MAI appraiser who has had at least 5 years experience within the Leaseprevious 10 years as a real estate appraiser working in the area, in turn those two independent MAI appraisers shall appoint a third MAI appraiser satisfying the same criteria and the majority shall decide upon the Fair Market Rent for the Premises for the applicable Option Period within thirty (30) days after the last appraiser has been appointed. If either Landlord or Tenant fails to appoint an appraiser within the 5-day period referred to above, the appraiser appointed by the other party shall be the sole appraiser for the purposes hereof. Landlord and Tenant shall equally share in the expense of this appraisal except that in the event the Fair Market Rent for the Premises is found to be within five percent (5%) of the original rate quoted by Landlord, then Tenant shall bear the full cost of the appraisal process, and in the event the Fair Market Rent for the Premises is found to be more than five percent (5%) less than the original rate quoted by Landlord, then Landlord shall bear the full cost of the appraisal process.

Determination of Fair Market Rent. The term "Fair Market Rent" for the purposes of this Lease shall mean the annual amount per rentable square foot that what a willing, comparable tenant would pay, and a willing, comparable landlord of a non-sublease, non-encumbered, non-equity, similarly serviced, comparably improved and situated biotechnical research/office building would accept for similarly sized and situated Premises for a comparable use for a comparable period of time under a lease with comparable terms to that of this Lease (but for the resetting of annual Base Rent) ("Comparable Transactions"). The setting of Fair Market Rent shall involve only an adjustment of Base Rent, and shall not require Landlord to grant any other concession such as tenant improvement allowances. Nevertheless, in setting such Fair Market Rent in relation to other contemporaneous transactions in the market, appropriate consideration shall be given to the annual rental rates per rentable square foot, the standard of measurement by which the rentable square footage is measured, the ratio of rentable square feet to usable square feet, the type of escalation clause, the extent of Tenant's liability under the Lease, brokerage commissions, length of lease term, size and location of premises being leased, building standard work letter and/or tenant improvement allowances, if any, and other generally applicable conditions of tenancy for such Comparable Transactions. The intent is that Tenant will obtain the same Base Rent that Landlord would otherwise give in Comparable Transactions and that Landlord will make, and receive the Base Rent that Landlord would otherwise make, and receive in Comparable Transactions. With respect to Tenant and any successor to Tenant by merger or acquisition, for the purposes of setting Fair Market Rent the Premises shall be deemed improved only with Landlord's Work and the building standard tenant improvements available that would have been built had the Tenant Improvement Allowance been [*] per usable square foot and not with any (a) alterations and improvements paid for out-of-pocket by Tenant or (b) tenant improvements above the [*] per usable square foot allowance provided by Landlord. With respect to any other renewing Tenant (e.g. an assignee other than by merger or asset acquisition), the Fair Market Rent shall be determined as follows: Landlord shall give Tenant written notice (“Landlord’s Fair Market Rent Notice”) of Landlord’s determination of Fair Market Rent for the Extension Term within thirty (30) days of Tenant’s giving to Landlord the Tenant’s Extension Notice. Tenant shall thereafter notify Landlord within thirty (30) days of Landlord’s giving to Tenant Landlord’s Fair Market Rent Notice of its agreement with or objection to Landlord’s determination of the Fair Market Rent, whereupon in the case of Tenant’s objection, Fair Market Rent shall be determined by arbitration conducted in the manner set based on forth below. If Tenant does not notify Landlord within such thirty (30) day period of Tenant’s agreement with or objection to Landlord’s determination of the Fair Market Rent, then the Fair Market Rent for the Extension Term shall be deemed to be Landlord’s determination of the Fair Market Rent as set forth in Landlord’s Fair Market Rent Notice to Tenant. If Tenant does notify Landlord within such thirty (30) day period of Tenant’s objection to Landlord’s determination of the Fair Market Rent, then within ten (10) Business Days of Tenant’s giving such notice of objection to Landlord, each of Tenant and Landlord shall choose an MAI real estate appraiser or commercial real estate broker with at least ten (10) years of professional experience dealing with properties similar to the Development in the vicinity of the Development (each a “Real Estate Professional”) and notify the other party of the person so selected. The Real Estate Professionals so selected shall each determine and promptly report (in no event later than the thirtieth (30th) day following the giving of the notice of appointment of the second Real Estate Professional) to both Landlord and Tenant in writing his or her determination of the Fair Market Rent. If the higher of the Fair Market Rents reported by the two Real Estate Professionals is no more than ten (10%) percent more than the lower rate, then the Fair Market Rent will be an average of such amounts. However, if the higher amount is more than one hundred ten (110%) percent of the lower amount, then within ten (10) days after receipt of both reports, Landlord and Tenant will jointly appoint a third Real Estate Professional meeting the aforesaid criteria, and the third Real Estate Professional will determine the Fair Market Rent by selecting either Landlord’s Fair Market Rent determination or Tenant’s Fair Market Rent determination according to whichever of the two valuations as set forth in the reports from Landlord’s Real Estate Professional or Tenant’s Real Estate Professional, respectively, is closer to the actual condition Fair Market Rent in the opinion of such third Real Estate Professional. The third Real Estate Professional shall have no discretion other than to select one of the Premises or (at Landlord's option) determinations of Fair Market Rent made by the condition in which first two Real Estate Professionals as aforesaid. Landlord and Tenant would be required to leave shall each pay the Premises upon expiration Real Estate Professional that it appoints, and shall share equally the cost of the Leasethird Real Estate Professional.

Determination of Fair Market Rent. Within thirty (30) days of Landlord’s receipt of a Renewal Notice, Landlord shall deliver to Tenant a statement of the fair market rent for such renewal period (the “FMR Notice”). The term "Fair Market Rent" for fair market rent contained in the purposes of this Lease FMR Notice shall mean reflect the arms length fair market annual amount rental rate per rentable square foot that what a willingunder renewal leases and amendments entered into on or about the date on which the FMR Notice is delivered for space comparable to the Premises in the Building and office buildings comparable to the Building in the “East-West Corridor” area of suburban Chicago, comparable tenant would pay, and a willing, comparable landlord Illinois. The determination of a non-sublease, non-encumbered, non-equity, similarly serviced, comparably improved and situated biotechnical research/office building would accept for similarly sized and situated Premises for a comparable use for a comparable period of time under a lease with comparable such fair market rent shall take into consideration any material economic differences between the terms to that of this Lease (but for the resetting of annual Base Rent) ("Comparable Transactions"). The setting of Fair Market Rent shall involve only an adjustment of Base Rentand any comparison lease or amendment, and shall not require Landlord to grant any other concession such as tenant improvement allowances. Neverthelessrent abatements, in setting such Fair Market Rent in relation to construction costs and other contemporaneous transactions in concessions and the market, appropriate consideration shall be given to the annual rental rates per rentable square foot, the standard of measurement by which the rentable square footage is measured, the ratio of rentable square feet to usable square feet, the type of escalation clause, the extent of Tenant's liability under the Lease, brokerage commissions, length of lease term, size and location of premises being leased, building standard work letter and/or tenant improvement allowancesmanner, if any, in which the landlord under any such lease is reimbursed for operating expenses and other generally applicable conditions taxes. In the event Tenant does not agree Landlord’s determination of tenancy for fair market rent and the parties have not otherwise agreed in writing to a different fair market rent, then Tenant may deliver to Landlord a notice disputing Landlord’s determination of fair market rent within fifteen (15) days after receipt of Landlord’s FMR Notice (a “Rejection Notice”). If Tenant fails to provide Landlord with such Comparable Transactions. The intent is that Rejection Notice within said fifteen (15) day period, Tenant will obtain the same Base Rent that Landlord would otherwise give in Comparable Transactions and that Landlord will make, and receive the Base Rent that Landlord would otherwise make, and receive in Comparable Transactions. With respect to Tenant and any successor to Tenant by merger or acquisition, for the purposes of setting Fair Market Rent the Premises shall be deemed improved only with to have accepted the fair market rent contained in the FMR Notice. If Tenant properly and timely delivers such Rejection Notice to Landlord's Work , Landlord and Tenant shall work in good faith to determine the building standard tenant improvements available that would have been built had fair market rent for the applicable renewal period. If Landlord and Tenant Improvement Allowance been [*] per usable square foot are unable to agree upon the fair market rent within thirty (30) days of Landlord’s receipt of the Rejection Notice, Tenant’s Extension Options shall be deemed null and not with any (a) alterations void and improvements paid for out-of-pocket by of no force or effect. Upon Tenant’s acceptance of the fair market rent contained in the FMR Notice, or the parties’ good faith agreement on fair market rent, as provided above, Landlord and Tenant or (b) tenant improvements above shall enter into an amendment of this Lease, which amendment shall reflect the [*] per usable square foot allowance provided by Landlord. With respect to new Base Rent, Expiration Date and any other renewing Tenant (e.g. an assignee other than by merger or asset acquisition), the Fair Market Rent shall be set based on the actual condition of the Premises or (at Landlord's option) the condition in which Tenant would be required to leave the Premises upon expiration of the Leaseappropriate modifications.

Determination of Fair Market Rent. The term "Fair Market Rent" for the For purposes of this Lease shall mean the annual amount per rentable square foot that what a willinghereof, comparable tenant would pay, and a willing, comparable landlord of a non-sublease, non-encumbered, non-equity, similarly serviced, comparably improved and situated biotechnical research/office building would accept for similarly sized and situated Premises for a comparable use for a comparable period of time under a lease with comparable terms to that of this Lease (but for the resetting of annual Base Rent) ("Comparable Transactions"). The setting of Fair Market Rent shall involve only an adjustment mean the fair rent for the Premises as of Base Rentthe commencement of the New Lease or the Expansion Lease, and shall not require Landlord to grant any other concession such as tenant improvement allowancesapplicable, under market conditions then existing. Nevertheless, in setting such Fair Market Rent in relation to other contemporaneous transactions in the market, appropriate consideration shall be given determined by agreement between Landlord and Tenant, but if Landlord and Tenant are unable to agree upon the annual rental rates per rentable square foot, the standard of measurement by which the rentable square footage is measured, the ratio of rentable square feet to usable square feet, the type of escalation clause, the extent of Tenant's liability under the Lease, brokerage commissions, length of lease term, size and location of premises being leased, building standard work letter and/or tenant improvement allowances, if any, and other generally applicable conditions of tenancy for such Comparable Transactions. The intent is that Tenant will obtain the same Base Rent that Landlord would otherwise give in Comparable Transactions and that Landlord will make, and receive the Base Rent that Landlord would otherwise make, and receive in Comparable Transactions. With respect to Tenant and any successor to Tenant by merger or acquisition, for the purposes of setting Fair Market Rent the Premises shall be deemed improved only with Landlord's Work and the building standard tenant improvements available that would have been built had the Tenant Improvement Allowance been [*] per usable square foot and not with any within ten (a10) alterations and improvements paid for out-of-pocket by Tenant days after Tenant’s Notice or (b) tenant improvements above the [*] per usable square foot allowance provided by Landlord. With respect to any other renewing Tenant (e.g. an assignee other than by merger or asset acquisition)Tenant’s Rent Notice, as applicable, then the Fair Market Rent shall be set based on determined by appraisal made as hereinafter provided by a board of three (3) reputable independent commercial real estate consultants, appraisers, or brokers, each of whom shall have at least ten years of experience in the actual condition Cambridge office rental market and each of whom is hereinafter referred to as “appraiser”. Tenant and Landlord shall each appoint one such appraiser and the two appraisers so appointed shall appoint the third appraiser. The cost and expenses of each appraiser appointed separately by Xxxxxx and Landlord shall be borne by the party who appointed the appraiser. The cost and expenses of the Premises third appraiser shall be shared equally by Xxxxxx and Landlord, Landlord and Tenant shall appoint their respective appraisers no later than twenty (20) days after Xxxxxx’s Notice or Tenant’s Rent Notice, as applicable, and shall designate the appraisers so appointed by notice to the other party, The two (at Landlord's option2) appraisers so appointed and designated shall appoint the condition in which Tenant would be required third appraiser no later than thirty (30) days after Xxxxxx’s Notice or Tenant’s Rent Notice, as applicable, and shall designate such appraisers by notice to leave Landlord and Tenant. The board of three (3) appraisers shall determine the Premises upon expiration Fair Market Rent of the Leasespace in question as of the commencement of the period to which the Fair Market Rent shall apply and shall notify Landlord and Tenant of their determinations no later than sixty (60) days after Xxxxxx’s Notice or Tenant’s Rent Notice, as applicable. If the determinations of the Fair Market Rent of any two (2) or all three (3) appraisers shall be identical in amount, said amount shall be deemed to be the Fair Market Rent of the subject space. If the determinations of all three (3) appraisers shall be different in the amount, the average of the two values nearest in amount shall be deemed the Fair Market Rent. The Fair Market Rent of the subject space determined in accordance with the provisions of this Section shall be binding and conclusive on Tenant and Landlord.

Determination of Fair Market Rent. The term "Fair Market Rent" for the purposes of this Lease (a) If Tenant shall mean the annual amount per rentable square foot that what timely exercise a willing, comparable tenant would pay, and a willing, comparable landlord of a non-sublease, non-encumbered, non-equity, similarly serviced, comparably improved and situated biotechnical research/office building would accept for similarly sized and situated Premises for a comparable use for a comparable period of time under a lease with comparable terms to that of this Lease Renewal Option (but for the resetting of annual Base Rent) ("Comparable Transactions"). The setting of Fair Market Rent shall involve only an adjustment of Base Rent, and shall not require have exercised the Pre-Estimate Request Option pursuant to Section 33.04 above), Landlord to grant any other concession such as tenant improvement allowances. Neverthelessshall notify Tenant (“Landlord’s Notice”), in setting such Fair Market Rent in relation to other contemporaneous transactions at least 180 days before the Expiration Date in the marketcase of the First Renewal Term and at least 180 days before the last day of the First Renewal Term in the case of the Second Renewal Term of Landlord’s Estimates (both with a Concessions Package and without a Concessions Package) for such Renewal Term. If Landlord fails to timely give Landlord’s Estimates, appropriate consideration Tenant may provide Landlord with Tenant’s Notice setting for Tenant’s Estimates for the applicable Renewal Term and Landlord shall be given to the annual rental rates per rentable square footnotify Tenant, the standard of measurement by which the rentable square footage is measured, the ratio of rentable square feet to usable square feet, the type of escalation clause, the extent within thirty (30) days after Landlord’s receipt of Tenant's liability under the Lease’s Notice, brokerage commissions, length of lease term, size and location of premises being leased, building standard work letter and/or tenant improvement allowances, if anywhether Landlord accepts or disputes Tenant’s Estimates, and other generally applicable conditions of tenancy for such Comparable Transactions. The intent is that Tenant will obtain the same Base Rent that if Landlord would otherwise give in Comparable Transactions and that Landlord will makedisputes Tenant’s Estimates, and receive the Base Rent that Landlord would otherwise make, and receive in Comparable Transactions. With respect to Tenant and any successor to Tenant by merger or acquisition, Landlord’s Notice shall set forth Landlord’s Estimates for the purposes of setting Fair Market Rent the Premises applicable Renewal Term or if Landlord gives Landlord’s Notice within such 30 day period but fails to set forth therein Landlord’s Estimates, then Tenant shall be deemed improved only with to have accepted Landlord's Work and the building standard tenant improvements available that would have been built had the ’s Estimates. Tenant Improvement Allowance been [*] per usable square foot and not with any shall notify Landlord (a) alterations and improvements paid for out-of-pocket by Tenant or (b) tenant improvements above the [*] per usable square foot allowance provided by Landlord. With respect to any other renewing Tenant (e.g. an assignee other than by merger or asset acquisition“Tenant’s Notice”), within 30 days after Tenant’s receipt of Landlord’s Notice, whether Tenant accepts or disputes Landlord’s Estimates, and if Tenant disputes Landlord’s Estimates, Tenant’s Notice shall set forth Tenant’s 147 Estimates for the Fair Market Rent applicable Renewal Term. If Tenant fails to give Tenant’s Notice within such 30 day period, or if Tenant gives Tenant’s Notice within such 30 day period but fails to set forth therein Tenant’s Estimates, then Tenant shall be deemed to have accepted Landlord’s Estimates. Notwithstanding the foregoing, if Landlord fails to timely give Landlord’s Estimates in accordance with this Section 33.06(a), Tenant may provide Landlord with Tenant’s Notice setting for Tenant’s Estimates for the applicable Renewal Term. Landlord shall notify Tenant, within thirty (30) days after Landlord’s receipt of Tenant’s Notice, whether Landlord accepts or disputes Tenant’s Estimates, and if Landlord disputes Tenant’s Estimates, Landlord’s Notice shall set based on forth Landlord’s Estimates for the actual condition of the Premises applicable Renewal Term. If Landlord fails to give Landlord’s Notice within such 30 day period, or (at if Landlord gives Landlord's option) the condition in which Tenant would ’s Notice within such 30 day period but fails to set forth therein Landlord’s Estimates, then Landlord shall be required deemed to leave the Premises upon expiration of the Leasehave accepted Tenant’s Estimates.

Determination of Fair Market Rent. The term "Unless the parties agree as to the Fair Market Rent" , Landlord shall deliver to Tenant an estimate (“Landlord’s Estimate”) of the fair market rent applicable for the purposes Premises no later than ten (10) days after receipt by Landlord of this Lease Tenant’s notice pursuant to Section 2.3 hereof. In the event that Landlord’s Estimate is unacceptable to Tenant, Tenant shall mean have the annual right, by written notice sent to Landlord, no later than thirty (30) days after receipt of Landlord’s Estimate, to either (a) rescind its notice given pursuant to Section 2.3 or (b) request that the fair market rent be determined by an appraisal (“Tenants Appraisal Notice”). If Tenant fails timely to request determination of the fair market rent by appraisal as aforesaid, the Annual Fixed Rent payable during the Extended Term shall be an amount per rentable square foot that what equal to the Landlord’s Estimate. Tenant’s Appraisal Notice shall designate an MAI real estate appraiser with no less than ten (10) years’ experience in appraising real property similar to the Premises in the city or town in which the Premises is located. Landlord shall, by written notice to Tenant, no later than ten (10) days after receipt of Tenant’s Appraisal Notice, designate an MAI real estate appraiser having at least the experience referred to above. Within ten (10) days after receipt by Tenant of Landlord’s designation, the two appraisers so designated shall select a willingthird MAI real estate appraiser with at least the experience referred to above. Within thirty (30) days after the selection of the third appraiser the three appraisers so selected shall, comparable tenant would payby majority opinion, and a willing, comparable landlord determine the fair market rent of a non-sublease, non-encumbered, non-equity, similarly serviced, comparably improved and situated biotechnical research/office building would accept for similarly sized and situated the Premises for a comparable use for a comparable period of time under a lease with comparable terms to that of this Lease (but the extended Term. The fair market rent for the resetting of annual Base Rent) ("Comparable Transactions"). The setting of Fair Market Rent shall involve only an adjustment of Base Rent, and shall not require Landlord to grant any other concession such as tenant improvement allowances. Nevertheless, in setting such Fair Market Rent in relation to other contemporaneous transactions in the market, appropriate consideration Premises shall be given determined by the appraisers with reference to the annual rental rates per rentable square foot, the standard of measurement by which the rentable square footage is measured, the ratio of rentable square feet to usable square feet, the type of escalation clause, the extent of Tenant's liability under the Lease, brokerage commissions, length of lease term, following criteria: (i) size and location of premises being leased, building standard work letter and/or tenant improvement allowances, if any, the Premises; (ii) quality of the Building and other generally applicable conditions of tenancy for such Comparable Transactions. The intent is that Tenant will obtain the same Base Rent that Landlord would otherwise give in Comparable Transactions and that Landlord will make, and receive the Base Rent that Landlord would otherwise make, and receive in Comparable Transactions. With respect to Tenant and any successor to Tenant by merger or acquisition, for the purposes of setting Fair Market Rent the Premises shall be deemed improved only with Landlord's Work and the building standard tenant improvements available that would have been built had the Tenant Improvement Allowance been [*] per usable square foot and not with any (a) alterations and improvements paid for out-of-pocket by Tenant or (b) tenant improvements above the [*] per usable square foot allowance provided by Landlord. With respect to any other renewing Tenant (e.g. an assignee other than by merger or asset acquisition), the Fair Market Rent shall be set based on the actual condition of the Premises or (exclusive of improvements made by Tenant at Landlord's optionits expense); (iii) duration of the Term; (iv) terms, conditions, inducements and other provisions generally afforded in leases to tenants of similar properties in the same area of the municipality in which the Premises are located; (v) the condition rental market in which Tenant would be required to leave the Premises upon expiration East Cambridge for Class A and Class B properties, such area of the Leasemunicipality; (vi) the rents then being achieved in the Building, which shall be of prime consideration; and (vii) lack of any brokerage costs, if no such costs are incurred by Landlord. The appraisers shall notify both Landlord and Tenant in writing of such determination. If no two of the appraisers are able to agree, the highest determination and the lowest determination shall be disregarded and the fair market rent shall be the remaining appraiser’s determination. Each party shall pay the fees and expenses of the appraiser appointed by it and one-half of the fees and expenses of the third appraiser. If Landlord fails to appoint an appraiser as aforesaid, the appraiser appointed by Tenant, acting alone shall determine the fair market rent. Tenant shall not have the right to decline the extension of the Lease once it sends the Tenant’s Appraisal Notice.