Common use of Determination of Option Rent Clause in Contracts

Determination of Option Rent. In the event Tenant timely and appropriately objects to the Option Rent, Landlord and Tenant shall attempt to agree upon the Option Rent using their best good-faith efforts. If Landlord and Tenant fail to reach agreement within ten (10) business days following Tenant’s objection to the Option Rent (the “Outside Agreement Date”), then each party shall make a separate determination of the Option Rent within five (5) business days, and such determinations shall be submitted to arbitration in accordance with Sections 2.3.5.1 through 2.3.5.7 below. 2.3.5.1 Landlord and Tenant shall each appoint one arbitrator who shall by profession be a real estate broker licensed in the State of Utah in good standing who shall have been active over the five (5) year period ending on the date of such appointment in the leasing of projects comparable to the Project located within the greater Salt Lake City market. The determination of the arbitrators shall be limited solely to the issue area of whether Landlord’s or Tenant’s submitted Option Rent is the closest to the actual Option Rent as determined by the arbitrators, taking into account the requirements of Section 2.3.3 of this Lease. Each such arbitrator shall be appointed within fifteen (15) days after the Outside Agreement Date. 2.3.5.2 The two arbitrators so appointed shall within ten (10) days of the date of the appointment of the last appointed arbitrator agree upon and appoint a third arbitrator who shall be qualified under the same criteria set forth hereinabove for qualification of the initial two arbitrators, provided that the third arbitrator shall not be then representing Landlord or Tenant. 2.3.5.3 The three arbitrators shall within thirty (30) days of the appointment of the third arbitrator reach a decision as to whether the parties shall use Landlord’s or Tenant’s submitted Option Rent and shall notify Landlord and Tenant thereof. 2.3.5.4 The decision of the majority of the three (3) arbitrators shall be binding upon Landlord and Tenant. 2.3.5.5 If either Landlord or Tenant fails to appoint an arbitrator within fifteen (15) days after the Outside Agreement Date, the arbitrator appointed by one of them shall reach a decision, notify Landlord and Tenant thereof, and such arbitrator’s decision shall be binding upon Landlord and Tenant. 2.3.5.6 If the two (2) arbitrators fail to agree upon and appoint a third arbitrator, or if both parties fail to appoint an arbitrator, then the appointment of the third arbitrator or any arbitrator shall be dismissed and the matter to be decided shall be forthwith submitted to binding, final, non-appealable arbitration before a JAMS arbitrator mutually agreed upon by Landlord and Tenant. If Landlord and Tenant cannot agree on the arbitrator, the parties will so inform JAMS, who will then be authorized to select a JAMS judge to arbitrate the matter. 2.3.5.7 The cost of arbitration shall be paid by Landlord and Tenant equally. 2.4

Determination of Option Rent. In the event Tenant timely and appropriately objects exercises an option to extend the Lease Term, Landlord shall notify Tenant of Landlord’s determination of the Option Rent within thirty (30) days thereafter. If Tenant, on or before the date which is ten (10) days HCP, INC [Britannia Pointe Grand] [ORIC Pharmaceuticals, Inc.] following the date upon which Tenant receives Landlord’s determination of the Option Rent, in good faith objects to Landlord’s determination of the Option Rent, then Landlord and Tenant shall attempt to agree upon the Option Rent using their best good-faith efforts. If Landlord and Tenant fail to reach agreement within ten (10) business days following Tenant’s objection to the Option Rent (the “Outside Agreement Date”), then Tenant shall have the right to withdraw its exercise of the option by delivering written notice thereof to Landlord within five (5) days thereafter, in which event Tenant’s right to extend the Lease pursuant to this Section 2.2 shall be of no further force or effect. If Tenant does not withdraw its exercise of the extension option, each party shall make a separate determination of the Option Rent Rent, as the case may be, within five ten (510) business daysdays after the Outside Agreement Date, and such determinations shall be submitted to arbitration in accordance with Sections 2.3.5.1 2.2.3.1 through 2.3.5.7 2.2.3.7, below. 2.3.5.1 Landlord and If Tenant shall each appoint one arbitrator who shall by profession be a real estate broker licensed in the State of Utah in good standing who shall have been active over the five (5) year period ending on the date of such appointment in the leasing of projects comparable fails to the Project located within the greater Salt Lake City market. The object to Landlord’s determination of the arbitrators Option Rent within the time period set forth herein, then Tenant shall be limited solely deemed to the issue area of whether have objected to Landlord’s or Tenant’s submitted determination of Option Rent is the closest to the actual Option Rent as determined by the arbitrators, taking into account the requirements of Section 2.3.3 of this Lease. Each such arbitrator shall be appointed within fifteen (15) days after the Outside Agreement Date. 2.3.5.2 The two arbitrators so appointed shall within ten (10) days of the date of the appointment of the last appointed arbitrator agree upon and appoint a third arbitrator who shall be qualified under the same criteria set forth hereinabove for qualification of the initial two arbitrators, provided that the third arbitrator shall not be then representing Landlord or Tenant. 2.3.5.3 The three arbitrators shall within thirty (30) days of the appointment of the third arbitrator reach a decision as to whether the parties shall use Landlord’s or Tenant’s submitted Option Rent and shall notify Landlord and Tenant thereof. 2.3.5.4 The decision of the majority of the three (3) arbitrators shall be binding upon Landlord and Tenant. 2.3.5.5 If either Landlord or Tenant fails to appoint an arbitrator within fifteen (15) days after the Outside Agreement Date, the arbitrator appointed by one of them shall reach a decision, notify Landlord and Tenant thereof, and such arbitrator’s decision shall be binding upon Landlord and Tenant. 2.3.5.6 If the two (2) arbitrators fail to agree upon and appoint a third arbitrator, or if both parties fail to appoint an arbitrator, then the appointment of the third arbitrator or any arbitrator shall be dismissed and the matter to be decided shall be forthwith submitted to binding, final, non-appealable arbitration before a JAMS arbitrator mutually agreed upon by Landlord and Tenant. If Landlord and Tenant cannot agree on the arbitrator, the parties will so inform JAMS, who will then be authorized to select a JAMS judge to arbitrate the matter. 2.3.5.7 The cost of arbitration shall be paid by Landlord and Tenant equally. 2.4Rent.

Determination of Option Rent. In the event Tenant timely and appropriately exercises its option to extend but objects to Landlord’s determination of the Option RentRent concurrently with its exercise of the option to extend, Landlord and Tenant shall attempt to agree in good faith upon the Option Rent using their best good-faith effortsRent. If Landlord and Tenant fail to reach agreement within ten thirty (1030) business days following Tenant’s objection to delivery of the Option Rent Notice (the “Outside Agreement Date”), then Landlord and Tenant shall each party shall make a separate determination of the Option Rent and notify the other party of this determination within five (5) business daysdays after the Outside Agreement Date. If Landlord or Tenant fails to make a determination of the Option Rent within such five (5) day period, that failure shall be conclusively considered to be that party’s approval of the Option Rent submitted within such five (5) day period by the other party. If both the Landlord and such the Tenant make a timely determination of the Option Rent, those determinations shall be submitted to arbitration in accordance with Sections 2.3.5.1 through 2.3.5.7 below. 2.3.5.1 Landlord and Tenant shall each appoint one arbitrator who shall by profession be a real estate broker licensed in the State of Utah in good standing who shall have been active over the five (5) year period ending on the date of such appointment in the leasing of projects comparable to the Project located within the greater Salt Lake City marketarbitration. The determination of the arbitrators shall be limited solely to the sole issue area of whether Landlord’s or Tenant’s submitted Option Rent is the closest to the actual Option Rent fair market value of the Premises as determined by the arbitrators, taking into account the requirements of Section 2.3.3 of this Leasearbitrator. Each such arbitrator shall be appointed within Within fifteen (15) days after both Landlord and Tenant make a make a timely determination of the Outside Agreement DateOption Rent, Landlord and Tenant shall each appoint one arbitrator and notify the other party. 2.3.5.2 The If each party timely appoints an arbitrator, the two (2) arbitrators so appointed shall shall, within ten (10) business days of the date of after the appointment of the last appointed arbitrator second arbitrator, agree upon on and appoint a third arbitrator who shall be qualified under the same criteria set forth hereinabove for qualification of the initial two arbitrators, provided that the third arbitrator shall not be then representing and provide notice to Landlord or and Tenant. 2.3.5.3 The three arbitrators shall within Within thirty (30) days of after the appointment of the third arbitrator reach a decision as to arbitrator, the three (3) arbitrators shall decide on whether the parties shall will use Landlord’s Landlord or Tenant’s submitted Option Rent and shall notify Landlord and Tenant thereofof their decision. 2.3.5.4 The decision of the majority of the three (3) arbitrators shall be binding upon on Landlord and Tenant. 2.3.5.5 If either Landlord or Tenant fails to appoint an arbitrator within fifteen (15) days after both Landlord and Tenant make a timely determination of the Outside Agreement DateOption Rent, the arbitrator timely appointed by one of them shall reach a decision, decision and notify Landlord and Tenant thereof, and of that decision within thirty (30) days after such arbitrator’s appointment. Such arbitrator’s decision shall be binding upon on Landlord and Tenant. 2.3.5.6 If Each arbitrator must be a licensed commercial real estate broker who has been active in the two leasing appraisal of commercial office buildings in the San Diego area over the five (25) arbitrators fail year period prior to agree upon and appoint a third arbitrator, or if both parties fail to appoint an arbitrator, then the appointment date set forth in Section 1 of the third arbitrator or any arbitrator shall be dismissed and Summary. To the matter to be decided shall be forthwith submitted to binding, final, non-appealable arbitration before a JAMS arbitrator mutually agreed upon by Landlord and Tenant. If Landlord and Tenant canextent not agree on inconsistent with the arbitratorforegoing, the parties will so inform JAMS, who will then be authorized to select a JAMS judge to arbitrate the matter. 2.3.5.7 The cost of arbitration shall be paid by Landlord and Tenant equally. 2.4conducted in accordance with the real estate industry arbitration rules of the American Arbitration Association.

Determination of Option Rent. In the event If Tenant timely and appropriately objects to disagrees with the Option Rent, Rent set forth in the Option Rent Notice and if Landlord and Tenant shall attempt are unable to agree upon on the Fair Market Rental Rate for the Option Rent using their best good-faith efforts. If Landlord and Tenant fail to reach agreement within ten (10) business days following Tenant’s objection to the Option Rent (the “Outside Agreement Date”), then each party shall make a separate determination of the Option Rent within five (5) business days, and such determinations shall be submitted to arbitration in accordance with Sections 2.3.5.1 through 2.3.5.7 below. 2.3.5.1 Landlord and Tenant shall each appoint one arbitrator who shall by profession be a real estate broker licensed in the State of Utah in good standing who shall have been active over the five (5) year period ending on the date of such appointment in the leasing of projects comparable to the Project located within the greater Salt Lake City market. The determination of the arbitrators shall be limited solely to the issue area of whether Landlord’s or Tenant’s submitted Option Rent is the closest to the actual Option Rent as determined by the arbitrators, taking into account the requirements of Section 2.3.3 of this Lease. Each such arbitrator shall be appointed within fifteen (15) days after the Outside Agreement Date. 2.3.5.2 The two arbitrators so appointed shall Term within ten (10) days of the date receipt by Landlord of the appointment of the last appointed arbitrator agree upon and appoint a third arbitrator who shall be qualified under the same criteria set forth hereinabove for qualification of the initial two arbitratorsExercise Notice, provided that the third arbitrator shall not be then representing Landlord or Tenant. 2.3.5.3 The three arbitrators shall within thirty (30) days of the appointment of the third arbitrator reach a decision as to whether the parties shall use Landlord’s or Tenant’s submitted Option Rent and shall notify Landlord and Tenant thereof. 2.3.5.4 The decision each, at its cost and by giving notice to the other party, shall appoint a competent and impartial commercial real estate broker (hereinafter “broker”) with at least five (5) years’ full-time commercial real estate brokerage experience in the geographical area of the majority Premises to set the Fair Market Rental Rate for the Option Term. If either Landlord or Tenant does not appoint a broker within ten (10) days after the other party has given notice of the three name of its broker, the single broker appointed shall be the sole broker and shall set the Fair Market Rental Rate for the Option Term. If two (32) arbitrators brokers are appointed by Landlord and Tenant as stated in this paragraph, they shall meet promptly and attempt to set the Fair Market Rental Rate. In addition, if either of the first two (2) brokers fails to submit their opinion of the Fair Market Rental Rate within the time frames set forth below, then the single Fair Market Rental Rate submitted shall automatically be the initial monthly Base Rent for the Option Term and shall be binding upon Landlord and Tenant. 2.3.5.5 If the two (2) brokers are unable to agree within ten (10) days after the second broker has been appointed, they shall attempt to select a third broker, meeting the qualifications stated in this paragraph within ten (10) days after the last day the two (2) brokers are given to set the Fair Market Rental Rate. If the two (2) brokers are unable to agree on the third broker, either Landlord or Tenant fails by giving ten (10) days’ written notice to appoint an arbitrator within the other party, can apply to the Presiding Judge of the Superior Court of the county in which the Premises is located for the selection of a third broker who meets the qualifications stated in this paragraph. Landlord and Tenant each shall bear one-half ( 1/2) of the cost of appointing the third broker and of paying the third broker’s fee. The third broker, however selected, shall be a person who has not previously acted in any capacity for either Landlord or Tenant. Within fifteen (15) days after the Outside Agreement Dateselection of the third broker, the arbitrator appointed by third broker shall select one of them shall reach a decision, notify Landlord and Tenant thereof, and such arbitrator’s decision the two Fair Market Rental Rates submitted by the first two brokers as the Fair Market Rental Rate for the Option Term. The determination of the Fair Market Rental Rate by the third broker shall be binding upon Landlord and Tenant. 2.3.5.6 If In no event shall the two (2) arbitrators fail to agree upon and appoint a third arbitrator, or if both parties fail to appoint an arbitrator, then the appointment monthly Base Rent for any period of the third arbitrator or any arbitrator shall Option Term as determined pursuant to this Extension Rider, be dismissed and less than the matter highest monthly Base Rent charged during the Lease Term. Upon determination of the initial monthly Base Rent for the Option Term pursuant to be decided shall be forthwith submitted to bindingthe terms outlined above, final, non-appealable arbitration before a JAMS arbitrator mutually agreed upon by Landlord and Tenant. If Landlord and Tenant cannot agree on shall immediately execute an amendment to the arbitratorLease. Such amendment shall set forth among other things, the parties will so inform JAMS, who will then be authorized initial monthly Base Rent for the Option Term and the actual commencement date and expiration date of the Option Term. Tenant shall have no other right to select a JAMS judge to arbitrate further extend the matter. 2.3.5.7 The cost of arbitration shall be paid by Lease Term under this Extension Rider unless Landlord and Tenant equally. 2.4otherwise expressly agree in writing.

Determination of Option Rent. In the event Tenant timely and appropriately objects to the Option Rent, Landlord and Tenant shall attempt to agree upon the Option Rent using their best good-faith efforts. If Landlord and Tenant fail to reach agreement within ten thirty (1030) business days following Tenant’s 's objection to the Option Rent Rent, (the “"Outside Agreement Date”"), then each party shall make a separate determination of the Option Rent Rent, as the case may be, within five thirty (530) business days, and such determinations shall be submitted to arbitration in accordance with Sections 2.3.5.1 2.2.4.1 through 2.3.5.7 2.2.4.7 below. 2.3.5.1 2.2.4.1 Landlord and Tenant shall each appoint one arbitrator who shall by profession be a real estate broker licensed in the State of Utah in good standing broker, lawyer or appraiser who shall have been active over the five (5) year period ending on the date of such appointment in the leasing (or appraisal, as the case may be) of projects comparable to the Project located within the greater Salt Lake City marketcommercial office properties in San Mateo and surrounding areas. The determination of the arbitrators shall be limited solely to the issue area of whether Landlord’s 's or Tenant’s 's submitted Option Rent Rent, is the closest to the actual Option Rent as determined by the arbitrators, taking into account the requirements of Section 2.3.3 2.2.3 of this Lease. Each such arbitrator shall be appointed within fifteen (15) days after the Outside Agreement Date. 2.3.5.2 2.2.4.2 The two arbitrators so appointed shall within ten (10) days of the date of the appointment of the last appointed arbitrator agree upon and appoint a third arbitrator who shall be qualified under the same criteria set forth hereinabove for qualification of the initial two arbitrators, provided that the third arbitrator shall not be then representing Landlord or Tenant. 2.3.5.3 2.2.4.3 The three arbitrators shall within thirty (30) days of the appointment of the third arbitrator reach a decision as to whether the parties shall use Landlord’s 's or Tenant’s 's submitted Option Rent Rent, and shall notify Landlord and Tenant thereof. 2.3.5.4 2.2.4.4 The decision of the majority of the three (3) arbitrators shall be binding upon Landlord and Tenant. 2.3.5.5 2.2.4.5 If either Landlord or Tenant fails to appoint an arbitrator within fifteen (15) days after the applicable Outside Agreement Date, the arbitrator appointed by one of them shall reach a decision, notify Landlord and Tenant thereof, and such arbitrator’s 's decision shall be binding upon Landlord and Tenant. 2.3.5.6 2.2.4.6 If the two (2) arbitrators fail to agree upon and appoint a third arbitrator, or if both parties fail to appoint an arbitrator, then the appointment of the third arbitrator or any arbitrator shall be dismissed and the matter to be decided shall be forthwith submitted to binding, final, non-appealable arbitration before a JAMS arbitrator mutually agreed upon by Landlord and Tenant. If Landlord and Tenant cannot agree on under the arbitrator, provisions of the parties will so inform JAMS, who will then be authorized but subject to select a JAMS judge to arbitrate the matterinstruction set forth in this Section 2.2.4. 2.3.5.7 The cost of arbitration shall be paid by Landlord and Tenant equally. 2.4CROSSROADS 811068.04/WLA Office Lease 375985-00061/1-24-20/cb/ejs (4) [Healthequity, Inc.]

Determination of Option Rent. In the event Tenant timely and appropriately objects exercises its option to extend the Lease Term, Landlord shall notify Tenant of Landlord’s determination of the Option Rent on or before the date that is thirty (30) days following Landlord’s receipt of the Option Exercise Notice. If Tenant, on or before the date which is thirty (30) days following the date upon which Tenant receives Landlord’s determination of the Option Rent, fails to accept or object to Landlord’s determination of Option Rent, Tenant shall be deemed not to have exercised Tenant’s right to extend this Lease pursuant to this Section 2.2, this Section 2.2 shall be of no further force or effect, and the Lease will terminate at the end of the initial Lease Term. If Tenant, on or before the date which is thirty (30) days following the date upon which Tenant receives Landlord’s determination of the Option Rent, objects to Landlord’s determination of the Option Rent, then Landlord and Tenant shall attempt to agree upon the Option Rent using their best good-faith efforts. If Landlord and Tenant fail to reach agreement within ten thirty (1030) business days following Tenant’s objection to the Option Rent (the “Outside Agreement Date”), then Tenant shall have the right to withdraw its exercise of the option by delivering written notice thereof to Landlord within give (5) business days of the Outside Agreement Date, in which event Tenant shall be deemed not to have exercised Tenant’s right to extend this Lease pursuant to this Section 2.2, Tenant’s right to extend this Lease pursuant to this Section 2.2 shall be of no further force or effect, and the Lease will terminate at the end of the initial Lease Term. If Tenant does not so withdraw its exercise of the option, then the option will be deemed to have been irrevocably exercised, and each party shall thereafter make a separate determination of the Option Rent Rent, within five (5) business daysdays of the Outside Agreement Date, and such determinations shall be submitted to arbitration in accordance with Sections 2.3.5.1 2.2.3.1 through 2.3.5.7 2.2.3.8, below. 2.3.5.1 Landlord and Tenant shall each appoint one arbitrator who shall by profession be a real estate broker licensed in the State of Utah in good standing who shall have been active over the five (5) year period ending on the date of such appointment in the leasing of projects comparable to the Project located within the greater Salt Lake City market. The determination of the arbitrators shall be limited solely to the issue area of whether Landlord’s or Tenant’s submitted Option Rent is the closest to the actual Option Rent as determined by the arbitrators, taking into account the requirements of Section 2.3.3 of this Lease. Each such arbitrator shall be appointed within fifteen (15) days after the Outside Agreement Date. 2.3.5.2 The two arbitrators so appointed shall within ten (10) days of the date of the appointment of the last appointed arbitrator agree upon and appoint a third arbitrator who shall be qualified under the same criteria set forth hereinabove for qualification of the initial two arbitrators, provided that the third arbitrator shall not be then representing Landlord or Tenant. 2.3.5.3 The three arbitrators shall within thirty (30) days of the appointment of the third arbitrator reach a decision as to whether the parties shall use Landlord’s or Tenant’s submitted Option Rent and shall notify Landlord and Tenant thereof. 2.3.5.4 The decision of the majority of the three (3) arbitrators shall be binding upon Landlord and Tenant. 2.3.5.5 If either Landlord or Tenant fails to appoint an arbitrator within fifteen (15) days after the Outside Agreement Date, the arbitrator appointed by one of them shall reach a decision, notify Landlord and Tenant thereof, and such arbitrator’s decision shall be binding upon Landlord and Tenant. 2.3.5.6 If the two (2) arbitrators fail to agree upon and appoint a third arbitrator, or if both parties fail to appoint an arbitrator, then the appointment of the third arbitrator or any arbitrator shall be dismissed and the matter to be decided shall be forthwith submitted to binding, final, non-appealable arbitration before a JAMS arbitrator mutually agreed upon by Landlord and Tenant. If Landlord and Tenant cannot agree on the arbitrator, the parties will so inform JAMS, who will then be authorized to select a JAMS judge to arbitrate the matter. 2.3.5.7 The cost of arbitration shall be paid by Landlord and Tenant equally. 2.4.

Determination of Option Rent. In the event If Tenant timely delivers the ---------------------------- Exercise Notice, Landlord shall deliver notice (the "OPTION RENT NOTICE") to Tenant on or before the later of (i) the date which is thirty (30) days after Landlord's receipt of the Exercise Notice, or (ii) the date which is twenty-three (23) months prior to the expiration of the initial Lease Term or first Renewal Option Term, as applicable, which Option Rent Notice shall set forth Landlord's initial determination of the "Option Rent," as that term is defined in SECTION 2.3.2 above, and appropriately which shall be applicable to this Lease -------------- during the Renewal Option Term. Tenant shall have thirty (30) days ("TENANT'S DETERMINATION PERIOD") after receipt of Landlord's Option Rent Notice within which to accept Landlord's initial determination of the Option Rent or to object thereto in writing to Landlord. If Tenant fails to so object to Landlord's initial determination of the Option Rent within Tenant's Determination Period, the Option Rent shall be as set forth in the Option Rent Notice. If, however, Tenant timely objects in writing to the Option RentRent initially determined by Landlord, Landlord and Tenant shall attempt to agree upon the Option Rent using their best good-faith efforts. If Landlord and Tenant fail to reach agreement within ten sixty (1060) business days following Tenant’s 's objection to the Option Rent (the “Outside Agreement Date”"OUTSIDE AGREEMENT DATE"), then each party shall make submit to the other party a separate written determination of the Option Rent within five ten (510) business daysdays after the Outside Agreement Date, and such determinations shall be submitted to arbitration in accordance with Sections 2.3.5.1 SECTIONS 2.3.4.1 through 2.3.5.7 2.3.4.7 below. 2.3.5.1 Failure ---------------- ------- of Tenant or Landlord and Tenant shall each appoint one arbitrator who shall by profession be to submit a real estate broker licensed in the State of Utah in good standing who shall have been active over the five (5) year period ending on the date of such appointment in the leasing of projects comparable to the Project located within the greater Salt Lake City market. The written determination of the arbitrators shall be limited solely to the issue area of whether Landlord’s or Tenant’s submitted Option Rent is the closest to the actual Option Rent as determined by the arbitrators, taking into account the requirements of Section 2.3.3 of this Lease. Each within such arbitrator shall be appointed within fifteen (15) days after the Outside Agreement Date. 2.3.5.2 The two arbitrators so appointed shall within ten (10) days business day period shall conclusively be deemed to be the non-determining party's approval of the date of the appointment of the last appointed arbitrator agree upon and appoint a third arbitrator who shall be qualified under the same criteria set forth hereinabove for qualification of the initial two arbitrators, provided that the third arbitrator shall not be then representing Landlord or Tenant. 2.3.5.3 The three arbitrators shall within thirty (30) days of the appointment of the third arbitrator reach a decision as to whether the parties shall use Landlord’s or Tenant’s submitted Option Rent and shall notify Landlord and Tenant thereof. 2.3.5.4 The decision of submitted within such ten (10) business day period by the majority of the three (3) arbitrators shall be binding upon Landlord and Tenant. 2.3.5.5 If either Landlord or Tenant fails to appoint an arbitrator within fifteen (15) days after the Outside Agreement Date, the arbitrator appointed by one of them shall reach a decision, notify Landlord and Tenant thereof, and such arbitrator’s decision shall be binding upon Landlord and Tenant. 2.3.5.6 If the two (2) arbitrators fail to agree upon and appoint a third arbitrator, or if both parties fail to appoint an arbitrator, then the appointment of the third arbitrator or any arbitrator shall be dismissed and the matter to be decided shall be forthwith submitted to binding, final, non-appealable arbitration before a JAMS arbitrator mutually agreed upon by Landlord and Tenant. If Landlord and Tenant cannot agree on the arbitrator, the parties will so inform JAMS, who will then be authorized to select a JAMS judge to arbitrate the matter. 2.3.5.7 The cost of arbitration shall be paid by Landlord and Tenant equally. 2.4other party.

Determination of Option Rent. In the event Tenant timely and appropriately exercises its option to extend but objects to Landlord’s determination of the Option RentRent as provided in Section 2.3.2 above, then Landlord and Tenant shall attempt to agree in good faith upon the Option Rent using their best good-faith effortsRent. If Landlord and Tenant fail to reach agreement within ten (10) business days following Tenant’s objection to the Option Rent (the “Outside Agreement Date”)30-day period set forth in Section 2.3.2 above, then each party shall make a separate determination of the Option Rent within five (5) business daysdays thereafter, and such determinations shall be submitted to arbitration in accordance with Sections 2.3.5.1 through 2.3.5.7 below. 2.3.5.1 Landlord and Tenant shall each appoint one arbitrator who shall simultaneously submit to the other in a sealed envelope its good faith estimate of the Option Rent. If the higher of such estimates does not exceed the lower estimate by profession be a real estate broker licensed in the State of Utah in good standing who shall have been active over the more than five percent (5) year period ending on %), then the date of such appointment in Option Rent shall be the leasing of projects comparable to the Project located within the greater Salt Lake City market. The determination average of the arbitrators shall be limited solely to the issue area of whether Landlord’s or Tenant’s submitted Option Rent is the closest to the actual Option Rent as determined by the arbitratorstwo. Otherwise, taking into account the requirements of Section 2.3.3 of this Lease. Each such arbitrator shall be appointed within fifteen (15) days after the Outside Agreement Date. 2.3.5.2 The two arbitrators so appointed shall within ten (10) days after the simultaneous submission of the date of the appointment of the last appointed arbitrator agree upon and appoint a third arbitrator who shall be qualified under the same criteria set forth hereinabove for qualification of the initial two arbitratorsgood faith estimates, provided that the third arbitrator shall not be then representing Landlord or Tenant. 2.3.5.3 The three arbitrators shall within thirty (30) days of the appointment of the third arbitrator reach a decision as to whether the parties shall use Landlord’s or Tenant’s submitted select an independent licensed commercial real estate broker with at least ten (10) years of experience in negotiating the leasing of office space in the metropolitan area in which the Building is located (a “Qualified Broker”). The Qualified Broker shall not have previously been engaged by either party within the previous five (5) years. If the parties cannot agree on a Qualified Broker, then within a second period of five (5) days, each shall select a Qualified Broker and within five (5) days thereafter the two appointed Qualified Brokers shall select a third Qualified Broker and the third Qualified Broker shall determine the Option Rent. If one party shall fail to select a Qualified Broker within the second five (5)-day period, then the Qualified Broker chosen by the other party shall determine the Option Rent. Within twenty (20) days after submission of the matter, the Qualified Broker shall determine the Option Rent by choosing whichever of the estimates submitted by Landlord and Tenant the Qualified Broker judges to be more accurate. The Qualified Broker shall notify Landlord and Tenant thereofof its decision, which shall be final and binding. 2.3.5.4 The decision fees of the majority of the three (3) arbitrators Qualified Broker shall be binding upon Landlord and Tenantborne equally by the parties. 2.3.5.5 If either Landlord or Tenant fails to appoint an arbitrator within fifteen (15) days after Each party shall pay the Outside Agreement Date, the arbitrator appointed by one fees of them shall reach a decision, notify Landlord and Tenant thereof, and such arbitrator’s decision shall be binding upon Landlord and Tenant. 2.3.5.6 If the two (2) arbitrators fail to agree upon and appoint a third arbitrator, or if both parties fail to appoint an arbitrator, then the appointment of the third arbitrator or any arbitrator shall be dismissed and the matter to be decided shall be forthwith submitted to binding, final, non-appealable arbitration before a JAMS arbitrator mutually agreed upon by Landlord and Tenant. If Landlord and Tenant cannot agree on the arbitrator, the parties will so inform JAMS, who will then be authorized to select a JAMS judge to arbitrate the matter. 2.3.5.7 The cost of arbitration shall be paid by Landlord and Tenant equally. 2.4its respective counsel.

Determination of Option Rent. In the event Tenant timely and appropriately objects to the Option Rent, Landlord and Tenant shall attempt to agree upon the Option Rent using their best good-faith efforts. If Landlord and Tenant fail to reach agreement within ten (10) business days following Tenant’s 's objection to the Option Rent Rent, (the “"Outside Agreement Date”"), then each party shall make a separate determination of the Option Rent Rent, as the case may be, within five (5) business days, and such determinations shall be submitted to arbitration in accordance with Sections 2.3.5.1 2.2.4.1 through 2.3.5.7 2.2.4.7 below. 2.3.5.1 2.2.4.1 Landlord and Tenant shall each appoint one arbitrator who shall by profession be a real estate broker licensed in the State of Utah in good standing broker, lawyer or appraiser who shall have been active over the five (5) year period ending on the date of such appointment in the leasing (or appraisal, as the case may be) of projects comparable to commercial office properties in the Project located within the greater Salt Lake City marketWest Los Angeles, Santa Xxxxxx, Malibu, California area. The determination of the arbitrators shall be limited solely to the issue area of whether Landlord’s Xxxxxxxx's or Tenant’s 's submitted Option Rent Rent, is the closest to the actual Option Rent as determined by the arbitrators, taking into account the requirements of Section 2.3.3 2.2.3 of this Lease. Each such arbitrator shall be appointed within fifteen (15) days after the applicable Outside Agreement Date. 2.3.5.2 2.2.4.2 The two arbitrators so appointed shall within ten (10) days of the date of the appointment of the last appointed arbitrator agree upon and appoint a third arbitrator who shall be qualified under the same criteria set forth hereinabove for qualification of the initial two arbitrators, provided that the third arbitrator shall not be then representing Landlord or Tenant. 2.3.5.3 2.2.4.3 The three arbitrators shall within thirty (30) days of the appointment of the third arbitrator reach a decision as to whether the parties shall use Landlord’s 's or Tenant’s 's submitted Option Rent Rent, and shall notify Landlord and Tenant thereof. 2.3.5.4 2.2.4.4 The decision of the majority of the three (3) arbitrators shall be binding upon Landlord and Tenant. 2.3.5.5 2.2.4.5 If either Landlord or Tenant fails to appoint an arbitrator within fifteen (15) days after the applicable Outside Agreement Date, the arbitrator appointed by one of them shall reach a decision, notify Landlord and Tenant thereof, and such arbitrator’s 's decision shall be binding upon Landlord and Tenant. 2.3.5.6 2.2.4.6 If the two (2) arbitrators fail to agree upon and appoint a third arbitrator, or if both parties fail to appoint an arbitrator, then the appointment of the third arbitrator or any arbitrator shall be dismissed and the matter to be decided shall be forthwith submitted to bindingarbitration under the provisions of the American Arbitration Association, final, non-appealable arbitration before a JAMS arbitrator mutually agreed upon by Landlord and Tenant. If Landlord and Tenant cannot agree on but subject to the arbitrator, the parties will so inform JAMS, who will then be authorized to select a JAMS judge to arbitrate the matter. 2.3.5.7 The cost of arbitration shall be paid by Landlord and Tenant equally. 2.4instruction set forth in this Section 2.2.4.

Determination of Option Rent. In the event Tenant timely and appropriately objects exercises its option to extend the Lease but rejects the Option RentRent set forth in the Option Rent Notice pursuant to Section 2.2.3, above, then Landlord and Tenant shall attempt to agree upon the Option Rent using their best good-faith efforts. If Landlord and Tenant fail to reach agreement within ten (10) business days following Tenant’s objection upon the Option Rent applicable to the Option Rent Term on or before the date that is ninety (90) days prior to the expiration of the initial Lease Term (or initial Option Term, as the case may be) (the “"Outside Agreement Date”"), then each the Option Rent shall be determined by arbitration pursuant to the terms of this Section 2.2.4. Each party shall make a separate determination of the Option Rent Rent, within five (5) business daysdays following the Outside Agreement Date, and such determinations shall be submitted to arbitration in accordance with Sections 2.3.5.1 2.2.4.1 through 2.3.5.7 2.2.4.4, below. 2.3.5.1 2.2.4.1 Landlord and Tenant shall each appoint one arbitrator who shall by profession be a MAI appraiser, real estate broker licensed in the State of Utah in good standing or real estate lawyer who shall have been active over the five (5) year period ending on the date of such appointment in the appraising and/or leasing of projects comparable to first class office and laboratory properties in the Project located within vicinity of the greater Salt Lake City marketBuilding. The determination of the arbitrators shall be limited solely to the issue area of whether Landlord’s or Tenant’s submitted Option Rent is the closest to the actual Option Rent as determined by the arbitrators, taking into account the requirements of Section 2.3.3 2.2.2 of this Lease. Each such arbitrator shall be appointed within fifteen (15) days after the Outside Agreement Date. 2.3.5.2 Landlord and Tenant may consult with their selected arbitrators prior to appointment and may select an arbitrator who is favorable to their respective positions (including an arbitrator who has previously represented Landlord and/or Tenant, as applicable). The arbitrators so selected by Landlord and Tenant shall be deemed "Advocate Arbitrators." 2.2.4.2 The two arbitrators (2) Advocate Arbitrators so appointed shall be specifically required pursuant to an engagement letter within ten (10) days of the date of the appointment of the last appointed arbitrator Advocate Arbitrator to agree upon and appoint a third arbitrator ("Neutral Arbitrator") who shall be qualified under the same criteria set forth hereinabove for qualification of the initial two arbitratorsAdvocate Arbitrators except that (i) neither the Landlord or Tenant or either parties' Advocate Arbitrator may, provided that directly or indirectly, consult with the third arbitrator shall Neutral Arbitrator prior or subsequent to his or her appearance, and (ii) the Neutral Arbitrator cannot be then representing someone who has represented Landlord or Tenantand/or Tenant during the five (5) year period prior to such appointment. 2.3.5.3 The three arbitrators Neutral Arbitrator shall within thirty be retained via 2.2.4.3 Within ten (3010) days of following the appointment of the third arbitrator reach a decision as to whether the parties shall use Landlord’s or Tenant’s submitted Option Rent and shall notify Arbitrator, Landlord and Tenant thereof. 2.3.5.4 The decision shall enter into an arbitration agreement (the "Arbitration Agreement") which shall set forth the following: 2.2.4.3.1 Each of Landlord's and Tenant's best and final and binding determination of the majority Option Rent exchanged by the parties pursuant to Section 2.2.4, above; 2.2.4.3.2 An agreement to be signed by the Neutral Arbitrator, the form of which agreement shall be attached as an exhibit to the Arbitration Agreement, whereby the Neutral Arbitrator shall agree to undertake the arbitration and render a decision in accordance with the terms of this Lease, as modified by the Arbitration Agreement, and shall require the Neutral Arbitrator to demonstrate to the reasonable satisfaction of the three (3) arbitrators shall be binding upon Landlord and Tenant. 2.3.5.5 If parties that the Neutral Arbitrator has no conflicts of interest with either Landlord or Tenant; 2.2.4.3.3 Instructions to be followed by the Neutral Arbitrator when conducting such arbitration; 2.2.4.3.4 That Landlord and Tenant fails shall each have the right to appoint an arbitrator within submit to the Neutral Arbitrator (with a copy to the other party), on or before the date that occurs fifteen (15) days after the Outside Agreement Date, the arbitrator appointed by one of them shall reach a decision, notify Landlord and Tenant thereof, and such arbitrator’s decision shall be binding upon Landlord and Tenant. 2.3.5.6 If the two (2) arbitrators fail to agree upon and appoint a third arbitrator, or if both parties fail to appoint an arbitrator, then following the appointment of the third arbitrator Neutral Arbitrator, an advocate statement (and any other information such party deems relevant) prepared by or any arbitrator shall be dismissed and on behalf of Landlord or Tenant, as the matter to be decided shall be forthwith submitted to bindingcase may be, finalin support of Landlord's or Tenant's respective determination of Option Rent (the "Briefs"); 2.2.4.3.5 That within five (5) business days following the exchange of Briefs, non-appealable arbitration before a JAMS arbitrator mutually agreed upon by Landlord and Tenant. If Landlord and Tenant cannot agree on shall each have the arbitratorright to provide the Neutral Arbitrator (with a copy to the other party) with a written rebuttal to the other party's Brief (the "First Rebuttals"); provided, the parties will so inform JAMShowever, who will then be authorized to select a JAMS judge to arbitrate the matter. 2.3.5.7 The cost of arbitration such First Rebuttals shall be paid by Landlord limited to the facts and Tenant equally. 2.4arguments raised in the other party's Brief and shall identify clearly which argument or fact of the other party's Brief is intended to be rebutted; 822610.04/WLA [THE BOARDWALK] 183362-00050/9-24-20/mem/mem -8- [Zentalis Pharmaceuticals, Inc.]

Determination of Option Rent. In the event Tenant timely and appropriately objects exercises an option to extend the Lease Term, Landlord shall notify Tenant of Landlord's determination of the Option Rent within thirty (30) days following Landlord’s receipt of Tenant’s exercise notice. If Tenant, on or before the date which is ten (10) business days following Landlord’s receipt of Tenant’s exercise notice, fails to accept or object to ./ -/// -00- [Xxx Xxxx at Oyster Point] [Five Prime Therapeutics, Inc.] Landlord’s determination of the Option Rent, Tenant’s right to extend this Lease pursuant to this Section 2.2 shall be of no further force or effect. If Tenant, on or before the date that is ten (10) business days following the date upon which Tenant receives Landlord's determination of the Option Rent, objects to Landlord's determination of the Option Rent, then Landlord and Tenant shall attempt to agree upon the Option Rent using their best good-faith efforts. If Landlord and Tenant fail to reach agreement within ten (10) business days following Tenant’s 's objection to the Option Rent (the “"Outside Agreement Date”"), then Tenant shall have the right to withdraw its exercise of the option by delivering written notice thereof to Landlord within five (5) business days thereafter, in which event Tenant's right to extend this Lease pursuant to this Section 2.2 shall be of no further force or effect. If Tenant does not withdraw its exercise of the extension option, each party Party shall make a separate determination of the Option Rent Rent, as the case may be, within five ten (510) business daysdays after the Outside Agreement Date, and such determinations shall be submitted to arbitration in accordance with Sections 2.3.5.1 2.2.3.1 through 2.3.5.7 below. 2.3.5.1 Landlord and Tenant shall each appoint one arbitrator who shall by profession be a real estate broker licensed in the State of Utah in good standing who shall have been active over the five (5) year period ending on the date of such appointment in the leasing of projects comparable to the Project located within the greater Salt Lake City market. The determination of the arbitrators shall be limited solely to the issue area of whether Landlord’s or Tenant’s submitted Option Rent is the closest to the actual Option Rent as determined by the arbitrators, taking into account the requirements of Section 2.3.3 of this Lease. Each such arbitrator shall be appointed within fifteen (15) days after the Outside Agreement Date. 2.3.5.2 The two arbitrators so appointed shall within ten (10) days of the date of the appointment of the last appointed arbitrator agree upon and appoint a third arbitrator who shall be qualified under the same criteria set forth hereinabove for qualification of the initial two arbitrators, provided that the third arbitrator shall not be then representing Landlord or Tenant. 2.3.5.3 The three arbitrators shall within thirty (30) days of the appointment of the third arbitrator reach a decision as to whether the parties shall use Landlord’s or Tenant’s submitted Option Rent and shall notify Landlord and Tenant thereof. 2.3.5.4 The decision of the majority of the three (3) arbitrators shall be binding upon Landlord and Tenant. 2.3.5.5 If either Landlord or Tenant fails to appoint an arbitrator within fifteen (15) days after the Outside Agreement Date, the arbitrator appointed by one of them shall reach a decision, notify Landlord and Tenant thereof, and such arbitrator’s decision shall be binding upon Landlord and Tenant. 2.3.5.6 If the two (2) arbitrators fail to agree upon and appoint a third arbitrator, or if both parties fail to appoint an arbitrator, then the appointment of the third arbitrator or any arbitrator shall be dismissed and the matter to be decided shall be forthwith submitted to binding, final, non-appealable arbitration before a JAMS arbitrator mutually agreed upon by Landlord and Tenant. If Landlord and Tenant cannot agree on the arbitrator, the parties will so inform JAMS, who will then be authorized to select a JAMS judge to arbitrate the matter. 2.3.5.7 The cost of arbitration shall be paid by Landlord and Tenant equally. 2.42.2.3.7.

Determination of Option Rent. In the event Tenant timely and appropriately Sublessee objects in Sublessee's Exercise Notice to the Option RentRent initially determined by Sublessor, Landlord Sublessor and Tenant Sublessee shall attempt to agree upon the Option Rent Rent, using their best good-faith efforts. If Landlord Sublessor and Tenant Sublessee fail to reach agreement within ten thirty (1030) business days following Tenant’s objection Sublessor's receipt of Sublessee's Exercise Notice objecting to the Option Rent (Rent, and the “Outside Agreement Date”)parties cannot agree upon the Fair Rental Value for the Option Term, then each party shall make a separate determination of the Option Rent within five (5) business days, Sublessor and such determinations shall be submitted to arbitration in accordance with Sections 2.3.5.1 through 2.3.5.7 below. 2.3.5.1 Landlord and Tenant Sublessee shall each appoint one arbitrator who shall by profession be a real estate broker licensed in the State of Utah in good standing who shall have been active over the five (5) year period ending on the date of such appointment in the leasing of projects comparable to the Project located within the greater Salt Lake City market. The determination of the arbitrators shall be limited solely to the issue area of whether Landlord’s or Tenant’s submitted Option Rent is the closest to the actual Option Rent as determined by the arbitrators, taking into account the requirements of Section 2.3.3 of this Lease. Each such arbitrator shall be appointed within fifteen (15) days after the Outside Agreement Date. 2.3.5.2 The two arbitrators so appointed shall within ten (10) days after the expiration of the date of the appointment of the last appointed arbitrator agree upon such thirty (30) day period (or earlier if agreed by Sublessor and Sublessee), at their own cost, appoint a third arbitrator who real estate broker with at least five (5) years full-time commercial brokering experience in the area in which the Premises are located to appraise and set the Option Rent for the Premises for the Option Term. If a party does not appoint a broker within such ten (10) day period, the single broker appointed shall be qualified under the same criteria sole appraiser and shall set forth hereinabove the Option Rent for qualification of the initial two arbitrators, provided that Premises for the third arbitrator shall not be then representing Landlord or Tenant. 2.3.5.3 The three arbitrators shall Option Term within thirty (30) days after the expiration of such ten (10) day period. If two brokers are appointed by the appointment of parties, they shall meet promptly and attempt to set the third arbitrator reach a decision as to whether the parties shall use Landlord’s or Tenant’s submitted Option Rent and shall notify Landlord and Tenant thereoffor the Premises for the Option Term. 2.3.5.4 The decision of the majority of the three If they are unable to agree within thirty (3) arbitrators shall be binding upon Landlord and Tenant. 2.3.5.5 If either Landlord or Tenant fails to appoint an arbitrator within fifteen (1530) days after the Outside Agreement Datesecond broker has been appointed, they shall, prior to the arbitrator appointed by one expiration of them shall reach such thirty (30) day period, attempt to select a decision, notify Landlord and Tenant thereof, and such arbitrator’s decision shall be binding upon Landlord and Tenantthird broker meeting the qualifications stated in this Section 22.4. 2.3.5.6 If the two (2) arbitrators fail they are unable to agree upon and appoint on a third arbitratorbroker, or if both either of the parties fail to appoint an arbitratorthis Sublease by giving ten (10) days' Notice to the other party, then can file a petition with the appointment American Arbitration Association solely for the purpose of selecting a third broker who meets the qualifications stated in this Section. Each party shall bear the cost of the third arbitrator or broker and any arbitrator shall be dismissed and costs of the matter to be decided shall be forthwith submitted to binding, final, non-appealable arbitration before a JAMS arbitrator mutually agreed upon by Landlord and Tenant. If Landlord and Tenant cannot agree on the arbitrator, the parties will so inform JAMS, who will then be authorized to select a JAMS judge to arbitrate the matter. 2.3.5.7 The cost of arbitration shall be paid by Landlord and Tenant American Arbitration Association equally. 2.4.

Determination of Option Rent. In the event Tenant Lessee timely and appropriately objects to the Option Rent, Landlord Lessor and Tenant Lessee shall attempt to agree upon the Option Rent Rent, using their best good-faith efforts. If Landlord Notwithstanding Section 16.09, if Lessor and Tenant Lessee fail to reach agreement within ten (10) business days following TenantLessee’s objection to the Option Rent (the “Outside Agreement Date”), then each party shall make a separate determination of the Option Rent within five (5) business daysdays after the applicable Outside Agreement Date, and such determinations shall be submitted to arbitration in accordance with Sections 2.3.5.1 through 2.3.5.7 below. 2.3.5.1 Landlord as follows: Lessor and Tenant Lessee shall each appoint one arbitrator who shall by profession be a real estate broker licensed in the State of Utah in good standing or real estate attorney who shall have been active over the five (5) year period ending on the date of such appointment in the leasing of projects comparable to farm land in the Project located within the greater Salt Lake City marketState of Hawaii. The determination of the arbitrators shall be limited solely to the issue area of whether LandlordLessor’s or TenantLessee’s submitted Option Rent is the closest to the actual Option Rent Rent, as determined by the arbitrators, taking into account the requirements of Section 2.3.3 of this Leasearbitrators in their reasonable judgment. Each such arbitrator shall be appointed within fifteen (15) days after the applicable Outside Agreement Date. 2.3.5.2 The two (2) arbitrators so appointed shall within ten (10) days of the date of the appointment of the last appointed arbitrator agree upon and appoint a third arbitrator who shall be qualified under the same criteria set forth hereinabove for qualification of the initial two (2) arbitrators, provided that the third arbitrator shall not be then representing Landlord or Tenant. 2.3.5.3 The three (3) arbitrators shall within thirty (30) days of the appointment of the third arbitrator reach a decision as to whether the parties shall use LandlordLessor’s or TenantLessee’s submitted Option Rent and shall notify Landlord Lessor and Tenant Lessee thereof. 2.3.5.4 The decision of the majority of the three (3) arbitrators shall be binding upon Landlord Lessor and TenantLessee. 2.3.5.5 If either Landlord Lessor or Tenant Lessee fails to appoint an arbitrator within fifteen (15) days after the applicable Outside Agreement Date, then the arbitrator appointed by one of them shall reach a decision, notify Landlord Lessor and Tenant Lessee thereof, and such arbitrator’s decision shall be binding upon Landlord Lessor and TenantLessee. 2.3.5.6 If the two (2) arbitrators fail to agree upon and appoint a third arbitrator, or if both parties fail to appoint an arbitrator, then the appointment of the third arbitrator or any arbitrator shall be dismissed and the matter to be decided shall be forthwith submitted to binding, final, non-appealable arbitration before a JAMS arbitrator mutually agreed upon by Landlord and Tenantunder the provisions of the American Arbitration Association. If Landlord and Tenant cannot agree on the arbitrator, the parties will so inform JAMS, who will then be authorized to select a JAMS judge to arbitrate the matter. 2.3.5.7 The cost of the arbitration shall be paid by Landlord Lessor and Tenant Lessee equally. 2.4.