Common use of Eminent Domain Clause in Contracts

Eminent Domain. If the whole, or any part of the demised premises shall be taken or condemned by any competent authority for any public use or purpose during the term of this Lease. TENANT reserves the unto itself the right to prosecute its claim for an award based upon its leasehold interest for such taking, without impairing any rights of LANDLORD for the taking of or injury to the reversion. In the event that a part of the demised premises shall be taken or condemned that (a) the part so taken includes the building on the demised premises or any part thereof or (b) the part so taken shall remove from the premises 20% or more of the front depth of the parking areas thereof, or (c) the part so taken shall consist of 25% or more of the total parking area, or (d) such partial taking shall result in cutting off direct access from the demised premises to any adjacent public street or highway, then and in any such event, the TENANT may at any time either prior to or within a period of sixty (60) days after the date when possession of the premises shall be required by the condemning authority elect to terminate this Lease, or if any option to purchase the premises is conferred upon the TENANT by any other provision of this Lease, may as an alternative to such termination of this Lease elect to purchase the demised premises in accordance with such purpose option. In the event that TENANT shall fail to exercise any such option to terminate this Lease or to purchase the premises or in the event that a part of the demised premises shall be taken or condemned under circumstances under which the TENANT will have no such option, then and in either such event the LANDLORD shall, with reasonable promptness, make necessary repairs to and alterations of the improvements on the demised premises for the purpose of restoring the same to an economic architectural unit, susceptible to the same use as that which was in effect immediately prior to such taking, to the extent that may have been necessary by such condemnation, subject to a pro-rata reduction in rental. Any dispute resulting from Section 9.3 of this Lease shall be submitted to the American Arbitration Society, whose decision shall be binding on the parties hereto.

Eminent Domain. a. If the whole, all or any part of the demised premises Premises is taken by any public or quasi-public authority under the power of eminent domain, or any agreement in lieu thereof (a “taking”), this Lease shall terminate as to the portion of the Premises taken effective as of the date of taking. If only a portion of the Premises is taken, Landlord or Tenant may terminate this Lease as to the remainder of the Premises upon written notice to the other party within ninety (90) days after the taking; provided, however, that Tenant’s right to terminate this Lease is conditioned upon the remaining portion of the Premises being of such size or configuration that such remaining portion of the Premises is unusable or uneconomical for Tenant’s business. Landlord shall be taken entitled to all compensation, damages, income, rent awards and interest thereon whatsoever which may be paid or condemned by made in connection with any competent taking and Tenant shall have no claim against Landlord or any governmental authority for the value of any public use unexpired term of this Lease or purpose during of any of the improvements or Alterations in the Premises; provided, however, that the foregoing shall not prohibit Tenant from prosecuting a separate claim against the taking authority for an amount separately designated for Tenant’s relocation expenses or the interruption of or damage to Tenant’s business or as compensation for Tenant’s personal property, trade fixtures, Alterations or other improvements paid for by Tenant so long as any award to Tenant will not reduce the award to Landlord. In the event of a partial taking of the Premises which does not result in a termination of this Lease, the Monthly Rent and Additional Rent under Paragraphs 5 and 7 hereunder shall be equitably reduced. If all or any material part of the Real Property other than the Premises is taken, Landlord may terminate this Lease upon written notice to Tenant given within ninety (90) days after the date of taking. b. Notwithstanding the foregoing, if all or any portion of the Premises is taken for a period of time of one (1) year or less ending prior to the end of the term of this Lease. TENANT reserves the unto itself the right , this Lease shall remain in full force and effect and Tenant shall continue to prosecute pay all rent and to perform all of its claim for an award based upon its leasehold obligations under this Lease; provided, however, that Tenant shall be entitled to all compensation, damages, income, rent awards and interest for thereon that is paid or made in connection with such taking, without impairing any rights of LANDLORD for the temporary taking of the Premises (or injury to the reversion. In the event portion thereof), except that a part any such compensation in excess of the demised premises rent or other amounts payable to Landlord hereunder shall be taken promptly paid over to Landlord as received. Landlord and Tenant each hereby waive the provisions of California Code of Civil Procedure Section 1265.130 and any other applicable existing or condemned that (a) future Legal Requirement providing for, or allowing either party to petition the part so taken includes the building on the demised premises or any part thereof or (b) the part so taken shall remove from the premises 20% or more courts of the front depth of state in which the parking areas thereofReal Property is located for, or (c) the part so taken shall consist of 25% or more of the total parking area, or (d) such partial taking shall result in cutting off direct access from the demised premises to any adjacent public street or highway, then and in any such event, the TENANT may at any time either prior to or within a period of sixty (60) days after the date when possession of the premises shall be required by the condemning authority elect to terminate this Lease, or if any option to purchase the premises is conferred upon the TENANT by any other provision of this Lease, may as an alternative to such termination of this Lease elect to purchase the demised premises in accordance with such purpose option. In the event that TENANT shall fail to exercise any such option to terminate this Lease or to purchase the premises or in the event that upon a part partial taking of the demised premises shall be taken or condemned under circumstances under which Premises and/or the TENANT will have no such option, then and in either such event the LANDLORD shall, with reasonable promptness, make necessary repairs to and alterations of the improvements on the demised premises for the purpose of restoring the same to an economic architectural unit, susceptible to the same use as that which was in effect immediately prior to such taking, to the extent that may have been necessary by such condemnation, subject to a pro-rata reduction in rental. Any dispute resulting from Section 9.3 of this Lease shall be submitted to the American Arbitration Society, whose decision shall be binding on the parties heretoBuilding.

Eminent Domain. If the whole, or any part of the demised premises shall be taken or condemned by any competent authority for any public use or purpose during the term of this Lease. TENANT reserves the unto itself the right to prosecute its claim for an award based upon its leasehold interest for such taking, without impairing any rights of LANDLORD for the taking of or injury to the reversion23.1. In the event that a part the whole of the demised premises Premises, or such part thereof as shall substantially interfere with the Tenant’s use and occupancy thereof, shall be taken for any public or condemned quasi-public purpose by any lawful power or authority by exercise of the right of appropriation, condemnation or eminent domain, or sold to prevent such taking, Tenant or Landlord may terminate this Lease effective as of the date possession is required to be surrendered to said authority. 23.2. In the event of a partial taking of the Building or the Project, or of drives, walkways or parking areas serving the Building or the Project for any public or quasi-public purpose by any lawful power or authority by exercise of right of appropriation, condemnation, or eminent domain, or sold to prevent such taking, then, without regard to whether any portion of the Premises occupied by Tenant was so taken, (a) Landlord may elect to terminate this Lease as of such taking if such taking is, in Landlord’s sole opinion, of a material nature such as to make it uneconomical to continue use of the unappropriated portion for purposes of renting office or laboratory space and (b) Tenant may elect to terminate this Lease as of such taking if such taking has a material adverse effect on Tenant’s use and enjoyment of or access to the Premises or on Tenant’s use and enjoyment of the parking spaces allocated to Tenant under Section 15.2 above; provided that Landlord shall have thirty (30) days after receipt of written notice from Tenant stating Tenant’s election to termination this Lease to remedy any such material adverse effect; provided, further, that Landlord shall not be deemed to have remedied such material adverse effect by providing parking other than on the Property or adjoining property owned by Landlord or its affiliates. 23.3. Tenant shall be entitled to any award that is specifically awarded as compensation for (a) the part so taken includes the building on the demised premises or any part thereof or taking of Tenant’s personal property that was installed at Tenant’s expense and (b) the part so taken costs of Tenant moving to a new location. Except as set forth in the previous sentence, any award for such taking shall remove from be the premises 20% or more property of Landlord. 23.4. If, upon any taking of the front depth nature described in this Section 23, this Lease continues in effect, then Landlord shall promptly proceed to restore the Premises, the Building and the Project, as applicable, to substantially their same condition prior to such partial taking. To the extent such restoration is feasible, as determined by Landlord in its sole and absolute discretion, the Rent shall be decreased by a number, the numerator of which is the rental value of the parking areas thereof, or (c) the part so taken shall consist of 25% or more of the total parking area, or (d) such partial taking shall result in cutting off direct access from the demised premises to any adjacent public street or highway, then and in any such event, the TENANT may at any time either prior to or within a period of sixty (60) days after the date when possession of the premises shall be required by the condemning authority elect to terminate this Lease, or if any option to purchase the premises is conferred upon the TENANT by any other provision of this Lease, may as an alternative to such termination of this Lease elect to purchase the demised premises in accordance with such purpose option. In the event that TENANT shall fail to exercise any such option to terminate this Lease or to purchase the premises or in the event that a part of the demised premises shall be taken or condemned under circumstances under which the TENANT will have no such option, then and in either such event the LANDLORD shall, with reasonable promptness, make necessary repairs to and alterations of the improvements on the demised premises for the purpose of restoring the same to an economic architectural unit, susceptible to the same use as that which was in effect immediately Premises prior to such taking, to and the extent that may have been necessary by denominator of which is the value of the Premises after such condemnation, subject to a pro-rata reduction in rental. Any dispute resulting from Section 9.3 of this Lease shall be submitted to the American Arbitration Society, whose decision shall be binding on the parties heretotaking.

Eminent Domain. If the whole, or any part of the demised premises shall be taken or condemned by any competent authority for any public use or purpose during the term of this Lease. TENANT reserves the unto itself the right to prosecute its claim for an award based upon its leasehold interest for such taking, without impairing any rights of LANDLORD for the taking of or injury to the reversion25.1. In the event that a part of the demised premises shall be taken or condemned that (a) the part so taken includes the building on the demised premises or any part thereof whole of all Affected Areas or (b) the such part so taken thereof as shall remove from the premises 20% or more substantially interfere with Tenant’s use and occupancy of the front depth Premises for the Permitted Use shall be taken for any public or quasi-public purpose by any lawful power or authority by exercise of the right of appropriation, condemnation or eminent domain, or sold to prevent such taking, Tenant or Landlord may terminate this Lease effective as of the date possession is required to be surrendered to such authority, except with regard to (y) items occurring prior to the taking and (z) provisions of this Lease that, by their express terms, survive the expiration or earlier termination hereof. 25.2. In the event of a partial taking of (a) the Building or the Project or (b) drives, walkways or parking areas thereofserving the Building or the Project for any public or quasi-public purpose by any lawful power or authority by exercise of right of appropriation, condemnation, or (c) the part so taken shall consist of 25% eminent domain, or more sold to prevent such taking, then, without regard to whether any portion of the total parking areaPremises occupied by Tenant was so taken, or (d) such partial taking shall result in cutting off direct access from the demised premises to any adjacent public street or highway, then and in any such event, the TENANT Landlord may at any time either prior to or within a period of sixty (60) days after the date when possession of the premises shall be required by the condemning authority elect to terminate this Lease, or if any option Lease (except with regard to purchase (y) items occurring prior to the premises is conferred upon the TENANT by any other provision of this Lease, may as an alternative to such termination taking and (z) provisions of this Lease elect that, by their express terms, survive the expiration or earlier termination hereof) as of such taking if such taking is, in Landlord’s sole opinion, of a material nature such as to purchase make it uneconomical to continue use of the demised premises unappropriated portion for purposes of renting office or laboratory space. 25.3. Tenant shall be entitled to any award that is specifically awarded as compensation for (a) the taking of Tenant’s personal property that was installed at Tenant’s expense and (b) the costs of Tenant moving to a new location. Except as set forth in accordance with the previous sentence, any award for such purpose optiontaking shall be the property of Landlord. 25.4. In If, upon any taking of the event that TENANT shall fail to exercise any such option to terminate nature described in this Article, this Lease or to purchase the premises or continues in the event that a part of the demised premises shall be taken or condemned under circumstances under which the TENANT will have no such optioneffect, then and in either such event Landlord shall promptly proceed to restore the LANDLORD shall, with reasonable promptness, make necessary repairs Affected Areas to and alterations of the improvements on the demised premises for the purpose of restoring the substantially their same to an economic architectural unit, susceptible to the same use as that which was in effect immediately condition prior to such partial taking, to . To the extent that may have been necessary such restoration is infeasible, as determined by such condemnationLandlord in its sole and absolute discretion, subject to a pro-rata reduction in rental. Any dispute resulting from Section 9.3 of this Lease the Rent shall be submitted decreased proportionately to reflect the American Arbitration Society, whose decision shall be binding on loss of any portion of the parties heretoPremises no longer available to Tenant.

Eminent Domain. If the whole, or any part of the demised premises shall be taken or condemned by any competent authority for any public use or purpose during the term of this Lease. TENANT reserves the unto itself the right to prosecute its claim for an award based upon its leasehold interest for such taking, without impairing any rights of LANDLORD for the taking of or injury to the reversion25.1. In the event that a part of the demised premises shall be taken or condemned that (a) the part so taken includes the building on the demised premises or any part thereof whole of all Affected Areas or (b) the such part so taken thereof as shall remove from the premises 20% or more substantially interfere with Tenant’s use and occupancy of the front depth Premises for the Permitted Use shall be taken for any public or quasi-public purpose by any lawful power or authority by exercise of the right of appropriation, condemnation or eminent domain, or sold to prevent such taking, Tenant or Landlord may terminate this Lease effective as of the date possession is required to be surrendered to such authority, except with regard to (y) items occurring prior to the taking and (z) provisions of this Lease that, by their express terms, survive the expiration or earlier termination hereof. 25.2. In the event of a partial taking of (a) the Building or the Project or (b) drives, walkways or parking areas thereofserving the Building or the Project for any public or quasi-public purpose by any lawful power or authority by exercise of right of appropriation, condemnation, or (c) the part so taken shall consist of 25% eminent domain, or more sold to prevent such taking, then, without regard to whether any portion of the total parking areaPremises occupied by Tenant was so taken, or (d) such partial taking shall result in cutting off direct access from the demised premises to any adjacent public street or highway, then and in any such event, the TENANT Landlord may at any time either prior to or within a period of sixty (60) days after the date when possession of the premises shall be required by the condemning authority elect to terminate this Lease, or if any option Lease (except with regard to purchase (y) items occurring prior to the premises is conferred upon the TENANT by any other provision of this Lease, may as an alternative to such termination taking and (z) provisions of this Lease elect that, by their express terms, survive the expiration or earlier termination hereof) as of such taking if such taking is, in Landlord’s sole opinion, of a material nature such as to purchase make it uneconomical to continue use of the demised premises unappropriated portion for purposes of renting office or laboratory space. 25.3. Tenant shall be entitled to any award that is specifically awarded as compensation for (a) the taking of Tenant’s personal property that was installed at Tenant’s expense and (b) the costs of Tenant moving to a new location. Except as set forth in accordance with the previous sentence, any award for such purpose optiontaking shall be the property of Landlord. 25.4. In If, upon any taking of the nature described in this Article, this Lease continues in effect, then Landlord shall promptly proceed to restore the Affected Areas to substantially their same condition prior to such partial taking. To the extent such restoration is infeasible, as determined by Landlord in its sole and absolute discretion, the Rent shall be decreased proportionately to reflect the loss of any portion of the Premises no longer available to Tenant. 25.5. This Article sets forth the terms and conditions upon which this Lease may terminate in the event that TENANT shall fail to exercise of any such option damage or destruction. Accordingly, the parties hereby waive the provisions of California Code of Civil Procedure Section 1265.130 (and any successor statutes) permitting the parties to terminate this Lease as a result of any damage or to purchase the premises or in the event that a part of the demised premises shall be taken or condemned under circumstances under which the TENANT will have no such option, then and in either such event the LANDLORD shall, with reasonable promptness, make necessary repairs to and alterations of the improvements on the demised premises for the purpose of restoring the same to an economic architectural unit, susceptible to the same use as that which was in effect immediately prior to such taking, to the extent that may have been necessary by such condemnation, subject to a pro-rata reduction in rental. Any dispute resulting from Section 9.3 of this Lease shall be submitted to the American Arbitration Society, whose decision shall be binding on the parties heretodestruction.

Eminent Domain. If In the whole, event the whole or any part of the demised premises Center is taken by right of eminent domain or any similar authority of law, the entire award for the value of the land and improvements so taken shall be belong to the Owner(s) of the property so taken or condemned to their Occupants, as their interest may appear, and no other Owner of land in the Center shall claim any portion of such award by virtue of any competent interest, easement or other right created by this Declaration; PROVIDED, HOWEVER, any such other Owner may file a collateral claim with the condemning authority for any public use or purpose during over and above the term value of this Lease. TENANT reserves the unto itself the right to prosecute its claim for an award based upon its leasehold interest for such taking, without impairing any rights of LANDLORD for the taking of or injury land and improvements being so taken to the reversionextent of any damage suffered by such Owner resulting from the severance of the area so taken, provided such collateral claim does not diminish the amount recoverable by the Owner(s) of the property so taken. In the event that of a part partial taking, the Owner(s) of the demised premises portion of the Center so condemned shall restore the remaining portion of the Center owned by such Owner(s), including improvements in the EXHIBIT F -33- PEREGRINE SYSTEMS CORPORATE CENTER [Peregrine Systems] Common Area, as nearly as possible to the condition existing just prior to such condemnation, without contribution from the Owners of the area not so taken and any condemnation award necessary therefore shall be taken or condemned held in trust and applied for such purpose; PROVIDED, HOWEVER, that (a) if any Mortgagee of any property in the part so taken includes Center makes the building on requirement pursuant to a provision in a Mortgage that the demised premises or any part thereof or (b) the part so taken shall remove from the premises 20% or more portion of the front depth of award representing compensation for severance damage to property not taken be paid to the parking areas thereof, or (c) the part so taken shall consist of 25% or more of the total parking area, or (d) such partial taking shall result in cutting off direct access from the demised premises to any adjacent public street or highwayMortgagee, then and in any the party required to make such event, the TENANT may at any time either prior to or within a period of sixty (60) days after the date when possession of the premises shall be required by the condemning authority elect to terminate this Lease, or if any option to purchase the premises is conferred upon the TENANT by any other provision of this Lease, may as an alternative payment to such termination Mortgagee shall not be obligated to restore the remaining portion of this Lease elect its Parcel(s) so taken, except to purchase the demised premises extent necessary to clear and pave for parking and/or landscape in accordance with such purpose option. In plans approved by the event that TENANT shall fail to exercise any such option to terminate this Lease or to purchase the premises or in the event that a part of the demised premises shall be taken or condemned under circumstances under which the TENANT will have no such option, then and in either such event the LANDLORD shall, with reasonable promptness, make necessary repairs to and alterations of the improvements on the demised premises for the purpose of restoring the same to an economic architectural unit, susceptible to the same use as that which was in effect immediately prior to such taking, to the extent that may have been necessary by such condemnation, subject to a pro-rata reduction in rental. Any dispute resulting from Section 9.3 of this Lease shall be submitted to the American Arbitration Society, whose decision shall be binding on the parties heretoCommittee.

Eminent Domain. If the whole, or any part of the demised premises shall be taken or condemned by any competent authority for any public use or purpose during the term of this Lease. TENANT reserves the unto itself the right to prosecute its claim for an award based upon its leasehold interest for such taking, without impairing any rights of LANDLORD for the taking of or injury to the reversion25.1. In the event that a part of the demised premises shall be taken or condemned that (a) the part so taken includes the building on the demised premises or any part thereof whole of all Affected Areas or (b) the such part so taken thereof as shall remove from the premises 20% or more substantially interfere with Tenant’s use and occupancy of the front depth Premises for the Permitted Use shall be taken for any public or quasi-public purpose by any lawful power or authority by exercise of the right of appropriation, condemnation or eminent domain, or sold to prevent such taking, Tenant or Landlord may terminate this Lease effective as of the date possession is required to be surrendered to such authority, except with regard to (y) items occurring prior to the taking and (z) provisions of this Lease that, by their express terms, survive the expiration or earlier termination hereof. 25.2. In the event of a partial taking of (a) the Building or the Project or (b) drives, walkways or parking areas thereofserving the Building or the Project for any public or quasi-public purpose by any lawful power or authority by exercise of right of appropriation, condemnation, or (c) the part so taken shall consist of 25% eminent domain, or more sold to prevent such taking, then, without regard to whether any portion of the total parking areaPremises occupied by Tenant was so taken, or (d) such partial taking shall result in cutting off direct access from the demised premises to any adjacent public street or highway, then and in any such event, the TENANT Landlord may at any time either prior to or within a period of sixty (60) days after the date when possession of the premises shall be required by the condemning authority elect to terminate this Lease, or if any option Lease (except with regard to purchase (a) items occurring prior to the premises is conferred upon the TENANT by any other provision of this Lease, may as an alternative to such termination taking and (b) provisions of this Lease elect that, by their express terms, survive the expiration or earlier termination hereof) as of such taking if such taking is, in Landlord’s sole opinion, of a material nature such as to purchase make it uneconomical to continue use of the demised premises unappropriated portion for purposes of renting office or laboratory space. 25.3. To the extent permitted under all applicable Loan Documents or otherwise consented to by any and all Lenders whose consent is required thereunder, Tenant shall be entitled to any award that is specifically awarded as compensation for (a) the taking of Tenant’s personal property that was installed at Tenant’s expense and (b) the costs of Tenant moving to a new location. Except as set forth in accordance with the previous sentence, any award for such purpose optiontaking shall be the property of Landlord. 25.4. In If, upon any taking of the nature described in this Article, this Lease continues in effect, then Landlord shall promptly proceed to restore the Affected Areas to substantially their same condition prior to such partial taking. To the extent such restoration is infeasible, as determined by Landlord in its sole and absolute discretion, the Rent shall be decreased proportionately to reflect the loss of any portion of the Premises no longer available to Tenant. Notwithstanding anything to the contrary contained in this Article, Landlord shall not be required to restore the Affected Areas to the extent that Landlord is prohibited from doing so by any applicable Loan Document or any Lender whose consent is required thereunder withholds its consent. 25.5. This Article sets forth the terms and conditions upon which this Lease may terminate in the event that TENANT shall fail to exercise of any such option damage or destruction. Accordingly, the parties hereby waive the provisions of California Code of Civil Procedure Section 1265.130 (and any successor statutes) permitting the parties to terminate this Lease as a result of any damage or to purchase the premises or in the event that a part of the demised premises shall be taken or condemned under circumstances under which the TENANT will have no such option, then and in either such event the LANDLORD shall, with reasonable promptness, make necessary repairs to and alterations of the improvements on the demised premises for the purpose of restoring the same to an economic architectural unit, susceptible to the same use as that which was in effect immediately prior to such taking, to the extent that may have been necessary by such condemnation, subject to a pro-rata reduction in rental. Any dispute resulting from Section 9.3 of this Lease shall be submitted to the American Arbitration Society, whose decision shall be binding on the parties heretodestruction.

Eminent Domain. If the whole, whole or any part substantial part, in Lessor's reasonable discretion of the demised premises shall Premises should be taken or condemned by any competent authority for any public or quasi-public use under governmental law, ordinance or purpose regulation, or by right of eminent domain, or by private purchase in lieu thereof (a “Taking”), this Lease shall terminate and the Rent shall be abated during the term of this Lease. TENANT reserves the unto itself the right to prosecute its claim for an award based upon its leasehold interest for such taking, without impairing any rights of LANDLORD for the taking of or injury to the reversion. In the event that a part of the demised premises shall be taken or condemned that (a) the part so taken includes the building on the demised premises or any part thereof or (b) the part so taken shall remove from the premises 20% or more of the front depth of the parking areas thereof, or (c) the part so taken shall consist of 25% or more of the total parking area, or (d) such partial taking shall result in cutting off direct access from the demised premises to any adjacent public street or highway, then and in any such event, the TENANT may at any time either prior to or within a period of sixty (60) days after the date when possession of the premises shall be required by the condemning authority elect to terminate this Lease, or if any option to purchase the premises is conferred upon the TENANT by any other provision unexpired portion of this Lease, may as an alternative to such termination effective when the physical taking of this Lease elect to purchase the demised premises in accordance with such purpose optionPremises shall occur. In the event that TENANT shall fail to exercise any such option to terminate this Lease or to purchase the premises or in the event that If there is a Taking of less than a substantial part of the demised premises Premises, this Lease shall be taken or condemned under circumstances under which not terminate, but the TENANT will have no such option, then and in either such event Rent payable hereunder during the LANDLORD shall, with reasonable promptness, make necessary repairs to and alterations of the improvements on the demised premises for the purpose of restoring the same to an economic architectural unit, susceptible to the same use as that which was in effect immediately prior to such taking, to the extent that may have been necessary by such condemnation, subject to a pro-rata reduction in rental. Any dispute resulting from Section 9.3 unexpired portion of this Lease shall be submitted reduced to such extent as may be fair and reasonable under all of the circumstances, including the proportion to the American Arbitration Societyreduction in utility of the Premises caused by such Taking. In the event of any such Taking, whose decision Lessor and Lessee shall each be entitled to receive and retain such separate awards and/or portion of lump sum awards as may be allocated to their respective interests in any condemnation proceedings. Lessor shall be binding entitled to any award and all damages payable as a result of any condemnation or taking of the fee of the Premises. Lessee shall have the right to claim and recover from the condemning authority, but not from Lessor, such compensation as may be separately awarded or recoverable by Lessee in Lessee’s own right on account of any and all damage to the parties heretoTank Farm Assets and/or Lessee’s business by reason of the condemnation, including loss of value of any unexpired portion of the Term, and for or on account of any cost or loss to which Lessee might be put in removing Lessee’s personal property, fixtures, leasehold improvements and equipment, including, without limitation, the Tank Farm Assets, from the Premises.

Eminent Domain. If the whole, or any part of the demised premises shall be taken or condemned by any competent authority for any public use or purpose during the term of this Lease. TENANT reserves the unto itself the right to prosecute its claim for an award based upon its leasehold interest for such taking, without impairing any rights of LANDLORD for the taking of or injury to the reversion25.1. In the event that a part of the demised premises shall be taken or condemned that (a) the part so taken includes the building on the demised premises or any part thereof whole of all Affected Areas or (b) the such part so taken thereof as shall remove from the premises 20% or more substantially interfere with Tenant’s use and occupancy of the front depth Premises for the Permitted Use shall be taken for any public or quasi-public purpose by any lawful power or authority by exercise of the right of appropriation, condemnation or eminent domain, or sold to prevent such taking, Tenant or Landlord may terminate this Lease effective as of the date possession is required to be surrendered to such authority, except with regard to (y) items occurring prior to the taking and (z) provisions of this Lease that, by their express terms, survive the expiration or earlier termination hereof. 25.2. In the event of a partial taking of (a) the Building or the Project or (b) drives, walkways or parking areas thereofserving the Building or the Project for any public or quasi-public purpose by any lawful power or authority by exercise of right of appropriation, condemnation, or (c) the part so taken shall consist of 25% eminent domain, or more sold to prevent such taking, then, without regard to whether any portion of the total parking areaPremises occupied by Tenant was so taken, or (d) such partial taking shall result in cutting off direct access from the demised premises to any adjacent public street or highway, then and in any such event, the TENANT Landlord may at any time either prior to or within a period of sixty (60) days after the date when possession of the premises shall be required by the condemning authority elect to terminate this Lease, or if any option Lease (except with regard to purchase (y) items occurring prior to the premises is conferred upon the TENANT by any other provision of this Lease, may as an alternative to such termination taking and (z) provisions of this Lease elect that, by their express terms, survive the expiration or earlier termination hereof) as of such taking if such taking is, in Landlord’s sole opinion, of a material nature such as to purchase make it uneconomical to continue use of the demised premises unappropriated portion for purposes of renting office or laboratory space. 25.3. Tenant shall be entitled to any award that is specifically awarded as compensation for (a) the taking of Tenant’s personal property that was installed at Tenant’s expense and (b) the costs of Tenant moving to a new location. Except as set forth in accordance with the previous sentence, any award for such purpose optiontaking shall be the property of Landlord. 25.4. In If, upon any taking of the nature described in this Article, this Lease continues in effect, then Landlord shall promptly proceed to restore the Affected Areas to substantially their same condition prior to such partial taking. To the extent such restoration is infeasible, as determined by Landlord in its sole and absolute discretion, the Rent shall be decreased proportionately to reflect the loss of any portion of the Premises no longer available to Tenant. 25.5. This Article sets forth the terms and conditions upon which this Lease may terminate in the event that TENANT shall fail to exercise of any such option damage or destruction. Accordingly, the parties hereby waive the provisions of any Applicable Laws (and any successor statutes) permitting the parties to terminate this Lease as a result of any damage or to purchase the premises or in the event that a part of the demised premises shall be taken or condemned under circumstances under which the TENANT will have no such option, then and in either such event the LANDLORD shall, with reasonable promptness, make necessary repairs to and alterations of the improvements on the demised premises for the purpose of restoring the same to an economic architectural unit, susceptible to the same use as that which was in effect immediately prior to such taking, to the extent that may have been necessary by such condemnation, subject to a pro-rata reduction in rental. Any dispute resulting from Section 9.3 of this Lease shall be submitted to the American Arbitration Society, whose decision shall be binding on the parties heretodestruction.

Eminent Domain. If the whole, or any part of the demised premises shall be taken or condemned by any competent authority for any public use or purpose during the term of this Lease. TENANT reserves the unto itself the right to prosecute its claim for an award based upon its leasehold interest for such taking, without impairing any rights of LANDLORD for the taking of or injury to the reversion22.1. In the event that a part of the demised premises shall be taken or condemned that (a) the part so taken includes whole of the building on the demised premises or any part thereof Premises or (b) the such part so taken thereof as shall remove from the premises 20% or more substantially interfere with Tenant's use and occupancy of the front depth Premises for the Permitted Use shall be taken for any public or quasi-public purpose by any lawful power or authority by exercise of the parking areas thereofright of appropriation, condemnation or eminent domain, or (c) the part so taken shall consist of 25% sold to prevent such taking, Tenant or more Landlord may terminate this Lease effective as of the total parking areadate possession is required to be surrendered to such authority, except with regard to (y) items occurring prior to the taking and (z) provisions of this Lease that, by their express terms, survive the expiration or earlier termination hereof. 22.2. In the event of a partial taking of the Premises for any public or quasi-public purpose by any lawful power or authority by exercise of right of appropriation, condemnation, or (d) eminent domain, or sold to prevent such partial taking shall result in cutting off direct access from the demised premises taking, then, without regard to whether any adjacent public street or highway, then and in any such event, the TENANT may at any time either prior to or within a period of sixty (60) days after the date when possession portion of the premises shall be required Premises occupied by the condemning authority Tenant was so taken, Landlord may elect to terminate this Lease, or if any option Lease (except with regard to purchase (a) items occurring prior to the premises is conferred upon the TENANT by any other provision of this Lease, may as an alternative to such termination taking and (b) provisions of this Lease elect that, by their express terms, survive the expiration or earlier termination hereof) as of such taking if such taking is, in Landlord's sole but reasonable opinion, of a material nature such as to purchase make it uneconomical to continue use of the demised premises unappropriated portion for purposes of renting space for the Permitted Use. 22.3. Tenant shall be entitled to any award that is specifically awarded as compensation for (a) the taking of Tenant's personal property that was installed at Tenant's expense and (b) the costs of Tenant moving to a new location. Except as set forth in accordance with the previous sentence, any award for such purpose optiontaking shall be the property of Landlord. 22.4. In If, upon any taking of the nature described in this Section, this Lease continues in effect, then Landlord shall promptly proceed to restore the Premises to substantially their same condition prior to such partial taking. To the extent such restoration is infeasible, as determined by Landlord in its sole and absolute discretion, the Rent shall be decreased proportionately to reflect the loss of any portion of the Premises no longer available to Tenant. 22.5. This Section 22 sets forth the terms and conditions upon which this Lease may terminate in the event that TENANT shall fail to exercise of any such option damage or destruction. Accordingly, the parties hereby waive the provisions of any Applicable Laws (and any successor statutes) permitting the parties to terminate this Lease as a result of any damage or to purchase the premises or in the event that a part of the demised premises shall be taken or condemned under circumstances under which the TENANT will have no such option, then and in either such event the LANDLORD shall, with reasonable promptness, make necessary repairs to and alterations of the improvements on the demised premises for the purpose of restoring the same to an economic architectural unit, susceptible to the same use as that which was in effect immediately prior to such taking, to the extent that may have been necessary by such condemnation, subject to a pro-rata reduction in rental. Any dispute resulting from Section 9.3 of this Lease shall be submitted to the American Arbitration Society, whose decision shall be binding on the parties heretodestruction.

Eminent Domain. If Tenant agrees that if the wholeBuilding, or any part so much of the demised premises Premises so as impair Tenant’s use of the Premises, shall be taken or condemned for public or quasi-public use or purpose by any competent authority, Tenant shall have no claim against the Landlord and shall not have any claim or right to any portion of the amount that may be awarded as damages or paid as a result of any such condemnation; and all rights of the Tenant to damages therefore, if any, are hereby assigned by the Tenant to the Landlord. Upon any condemnation or taking, affecting the whole or any substantial part of the Premises as provided above, the Term of this Lease shall cease and terminate unless the parties otherwise agree in writing. The Tenant shall have no claim for the value of any unexpected Term of this Lease. If less than the whole of the Building or substantial part of the Premises is taken or condemned by any governmental authority for any public or quasi-public use or purpose during the term of this Lease. TENANT reserves the unto itself the right to prosecute its claim for an award based upon its leasehold interest for such takingpurpose, without impairing any rights of LANDLORD for the taking of or injury to the reversion. In and in the event that a part of the demised premises neither Landlord not Tenant shall be taken or condemned that (a) the part so taken includes the building on the demised premises or any part thereof or (b) the part so taken shall remove from the premises 20% or more of the front depth of the parking areas thereof, or (c) the part so taken shall consist of 25% or more of the total parking area, or (d) such partial taking shall result in cutting off direct access from the demised premises to any adjacent public street or highway, then and in any such event, the TENANT may at any time either prior to or within a period of sixty (60) days after the date when possession of the premises shall be required by the condemning authority elect desire to terminate this Lease, or if any option to purchase then and in such event the premises is conferred upon Basic Rent shall be equitably adjusted on the TENANT by any other provision date when title vests in such governmental authority and the Lease shall otherwise continue in full force and effect. For purposes of this LeaseSection, may as an alternative to such termination of this Lease elect to purchase the demised premises in accordance with such purpose option. In the event that TENANT shall fail to exercise any such option to terminate this Lease or to purchase the premises or in the event that a substained part of the demised premises Building shall be considered to have been taken if twenty five percent (25%) or condemned under circumstances under which the TENANT will have no such option, then and in either such event the LANDLORD shall, with reasonable promptness, make necessary repairs to and alterations more is taken. A substained portion of the improvements on Premises shall be deemed taken if more than twenty twenty five percent (25%) of the demised premises areas of available for parking are taken. Notwithstanding anything to the contrary contained herein. Tenant shall be entitled to pursue a separate claim for the purpose of restoring the same value or Tenant’s furnishings, equipment, movable trade fixtures which are not deemed pursuant to an economic architectural unit, susceptible this Lease to the same use as that which was in effect immediately prior to such taking, be Landlord’s property and then only to the extent that may have been necessary paid for by Tenant and provided such condemnation, subject claim shall in no manner diminish the award or other compensation to a pro-rata reduction in rental. Any dispute resulting from Section 9.3 of this Lease shall which Landlord would otherwise be submitted to the American Arbitration Society, whose decision shall be binding on the parties heretoentitled.

Eminent Domain. If In case the wholewhole of the Premises, or such part thereof as shall substantially interfere with Tenant's use and occupancy thereof, shall be taken by any lawful power or authority by exercise of the power of eminent domain, Tenant or Landlord may terminate this Lease effective as of the date possession is required to be surrendered to said authority. In the event of any taking (in whole or part) of the Project whether or not the Premises or access thereto are affected thereby, Landlord shall have the right to terminate this Lease. Except as provided herein, Tenant shall not, because of any taking, assert any claim against Landlord or the taking authority for any compensation because of such taking, and Landlord shall be entitled to receive the entire amount of any award without deduction for any estate or interest of Tenant. In the event the amount of property or the type of estate taken shall not substantially interfere with Tenant's use of the Premises, and Landlord does not terminate this Lease, Landlord shall proceed to restore the Premises (to the extent permitted by the taking) to substantially their condition prior to such partial taking, and a proportionate allowance shall be made to Tenant for Rent corresponding to the time during which, and to the part of the demised premises Premises of which, Tenant shall be taken or condemned by so deprived on account of such taking and restoration. Provided same shall not diminish Landlord's award in any competent way, nothing contained in this Paragraph 14 shall prevent Tenant from seeking any award against the taking authority for any public use or purpose during the term of this Lease. TENANT reserves the unto itself the right to prosecute its claim for an award based upon its leasehold interest for such taking, without impairing any rights of LANDLORD for the taking of personal property and fixtures owned by Tenant or injury to for relocation expenses recoverable from the reversiontaking authority. In the no event that a part of the demised premises shall Landlord be taken or condemned that (a) the part so taken includes the building on the demised premises or any part thereof or (b) the part so taken shall remove required to expend more for restoration than received from the premises 20% or more of taking authority for such taking. For the front depth of the parking areas thereof, or (c) the part so taken shall consist of 25% or more of the total parking area, or (d) such partial taking shall result in cutting off direct access from the demised premises to any adjacent public street or highway, then and in any such event, the TENANT may at any time either prior to or within a period of sixty (60) days after the date when possession of the premises shall be required by the condemning authority elect to terminate this Lease, or if any option to purchase the premises is conferred upon the TENANT by any other provision purposes of this Leaseparagraph, may as an alternative to such termination "taking" shall also include any conveyance in lieu of this Lease elect to purchase the demised premises in accordance with such purpose option. In the event that TENANT shall fail to exercise any such option to terminate this Lease or to purchase the premises or in the event that a part of the demised premises shall be taken or condemned under circumstances under which the TENANT will have no such option, then and in either such event the LANDLORD shall, with reasonable promptness, make necessary repairs to and alterations of the improvements on the demised premises for the purpose of restoring the same to an economic architectural unit, susceptible to the same use as that which was in effect immediately prior to such taking, to the extent that may have been necessary by such condemnation, subject to a pro-rata reduction in rental. Any dispute resulting from Section 9.3 of this Lease shall be submitted to the American Arbitration Society, whose decision shall be binding on the parties hereto.

Eminent Domain. (a) If the whole, or any part portion of the demised premises Premises shall be taken by right of eminent domain or condemned by shall be conveyed in lieu of any competent authority for any public use or purpose during the term of this Lease. TENANT reserves the unto itself the right to prosecute its claim for an award based upon its leasehold interest for such taking, without impairing any rights which shall render the Premises untenantable, then this Lease, at the option of LANDLORD for the taking of either Landlord or injury Tenant exercised by either party giving written notice to the reversion. In the event that a part other of the demised premises shall be taken or condemned that such termination within thirty (a) the part so taken includes the building on the demised premises or any part thereof or (b) the part so taken shall remove from the premises 20% or more of the front depth of the parking areas thereof, or (c) the part so taken shall consist of 25% or more of the total parking area, or (d) such partial taking shall result in cutting off direct access from the demised premises to any adjacent public street or highway, then and in any such event, the TENANT may at any time either prior to or within a period of sixty (6030) days after such taking or conveyance, shall forthwith cease and terminate and the Base Rent and all other sums payable hereunder shall be duly apportioned as of the date when of such taking or conveyance. Tenant thereupon shall surrender to Landlord the Premises and all interest therein under this Lease, and Landlord may re-enter and take possession of the premises shall be required by Premises and remove Tenant therefrom. If neither party exercises the condemning authority elect option to terminate this Lease, Landlord shall make an equitable adjustment of the Base Rent payable by Tenant for the tenantable portion of the Premises. (b) In the event of any taking or if conveyance described above, Landlord shall receive the entire award or consideration for the lands and improvements so taken and Tenant hereby waives all claims against Landlord and assigns to Landlord all claims against the condemnor for or on account of or incident to such taking or conveyance, except that Tenant may separately claim and recover from the condemnor, the value of any option personal property of Tenant which Tenant was entitled to purchase the premises is conferred upon the TENANT by any other provision of remove pursuant to this Lease, may as an alternative to such termination well as compensation for loss of this Lease elect to purchase the demised premises in accordance with such purpose option. In the event that TENANT shall fail to exercise any such option to terminate this Lease or to purchase the premises or in the event that a part of the demised premises shall be taken or condemned under circumstances under which the TENANT will have no such optionleasehold estate, then and in either such event the LANDLORD shallleasehold improvements done and paid for by Tenant without contribution from Landlord, with reasonable promptness, make necessary repairs to relocation expenses and alterations of the improvements on the demised premises for the purpose of restoring the same to an economic architectural unit, susceptible to the same use as that which was in effect immediately prior to such taking, to the extent that may have been necessary by such condemnation, subject to a pro-rata reduction in rental. Any dispute resulting from Section 9.3 of this Lease shall be submitted to the American Arbitration Society, whose decision shall be binding on the parties heretolost profits.

Eminent Domain. If the whole, or any part of the demised premises shall be taken or condemned by any competent authority for any public use or purpose during the term of this Lease. TENANT reserves the unto itself the right to prosecute its claim for an award based upon its leasehold interest for such taking, without impairing any rights of LANDLORD for the taking of or injury to the reversion22.1. In the event that a part of the demised premises shall be taken or condemned that (a) the part so taken includes whole of the building on the demised premises or any part thereof Premises or (b) the such part so taken thereof as shall remove from the premises 20% or more substantially interfere with Tenant's use and occupancy of the front depth Premises for the Permitted Use shall be taken for any public or quasi-public purpose by any lawful power or authority by exercise of the parking areas thereofright of appropriation, condemnation or eminent domain, or (c) the part so taken shall consist of 25% sold to prevent such taking, Tenant or more Landlord may terminate this Lease effective as of the total parking areadate possession is required to be surrendered to such authority, except with regard to (y) items occurring prior to the taking and (z) provisions of this Lease that, by their express terms, survive the expiration or earlier termination hereof. 22.2. In the event of a partial taking of the Premises for any public or quasi-public purpose by any lawful power or authority by exercise of right of appropriation, condemnation, or (d) eminent domain, or sole to prevent such partial taking shall result in cutting off direct access from the demised premises taking, then, without regard to whether any adjacent public street or highway, then and in any such event, the TENANT may at any time either prior to or within a period of sixty (60) days after the date when possession portion of the premises shall be required Premises occupied by the condemning authority Tenant was so taken, Landlord may elect to terminate this Lease, or if any option Lease (except with regard to purchase (a) items occurring prior to the premises is conferred upon the TENANT by any other provision of this Lease, may as an alternative to such termination taking and (b) provisions of this Lease elect that, by their express terms, survive the expiration or earlier termination hereof) as of such taking if such taking is, in Landlord's sole opinion, of a material nature such as to purchase make it uneconomical to continue use of the demised premises unappropriated portion for purposes of renting space for the Permitted Use. 22.3. Tenant shall be entitled to any award that is specifically awarded as compensation for (a) the taking of Tenant's personal property that was installed at Tenant's expense and (b) the costs of Tenant moving to a new location. Except as set forth in accordance with the previous sentence, any award for such purpose optiontaking shall be the property of Landlord. 22.4. In If, upon any taking of the nature described in this Section, this Lease continues in effect, then Landlord shall promptly proceed to restore the Premises to substantially their same condition prior to such partial taking. To the extent such restoration is infeasible, as determined by Landlord in its sole and absolute discretion, the Rent shall be decreased proportionately to reflect the loss of any portion of the Premises no longer available to Tenant. 22.5. This Section 22 sets forth the terms and conditions upon which this Lease may terminate in the event that TENANT shall fail to exercise of any such option damage or destruction. Accordingly, the parties hereby waive the provisions of any Applicable Laws (and any successor statutes) permitting the parties to terminate this Lease as a result of any damage or to purchase the premises or in the event that a part of the demised premises shall be taken or condemned under circumstances under which the TENANT will have no such option, then and in either such event the LANDLORD shall, with reasonable promptness, make necessary repairs to and alterations of the improvements on the demised premises for the purpose of restoring the same to an economic architectural unit, susceptible to the same use as that which was in effect immediately prior to such taking, to the extent that may have been necessary by such condemnation, subject to a pro-rata reduction in rental. Any dispute resulting from Section 9.3 of this Lease shall be submitted to the American Arbitration Society, whose decision shall be binding on the parties heretodestruction.

Eminent Domain. If 24.1 In the wholeevent the whole of the Premises, or any such part of the demised premises thereof as shall substantially interfere with Tenant’s use and occupancy thereof, shall be taken or condemned by any competent authority for any public use or quasi-public purpose during the term by any lawful power or authority by exercise of this Lease. TENANT reserves the unto itself the right of appropriation, condemnation or eminent domain, or sold to prosecute its claim for an award based upon its leasehold interest for prevent such taking, without impairing any rights Tenant or Landlord may terminate this Lease effective as of LANDLORD for the taking of or injury date possession is required to the reversion. be surrendered to said authority. 24.2 In the event that of a part partial taking of the demised premises Building or the Project, or of drives, walkways or parking areas serving the Building or the Project for any public or quasi-public purpose by any lawful power or authority by exercise of right of appropriation, condemnation, or eminent domain, or sold to prevent such taking, then, without regard to whether any portion of the Premises occupied by Tenant was so taken, Landlord may elect to terminate this Lease as of such taking if such taking is, in Landlord’s reasonable opinion, of a material nature such as to make it uneconomical to continue use of the unappropriated portion for purposes of renting office or laboratory space. 24.3 Tenant shall be taken or condemned entitled to any award that is specifically awarded as compensation for (a) the part so taken includes the building on the demised premises or any part thereof or taking of Tenant’s personal property that was installed solely at Tenant’s expense and (b) the part so taken costs of Tenant moving to a new location. Except as set forth in the previous sentence, any award for such taking shall remove from be the premises 20% or more property of Landlord. 24.4 If, upon any taking of the front depth of nature described in this Article 24, this Lease continues in effect, then Landlord shall promptly proceed to restore the parking areas thereofPremises, or (c) the part so taken shall consist of 25% or more of Building and the total parking areaProject, or (d) as applicable, to substantially their same condition prior to such partial taking shall result in cutting off direct access from the demised premises to any adjacent public street or highway, then and in any such event, the TENANT may at any time either prior to or within a period of sixty (60) days after the date when possession of the premises shall be required by the condemning authority elect to terminate this Lease, or if any option to purchase the premises is conferred upon the TENANT by any other provision of this Lease, may as an alternative to such termination of this Lease elect to purchase the demised premises in accordance with such purpose option. In the event that TENANT shall fail to exercise any such option to terminate this Lease or to purchase the premises or in the event that a part of the demised premises shall be taken or condemned under circumstances under which the TENANT will have no such option, then and in either such event the LANDLORD shall, with reasonable promptness, make necessary repairs to and alterations of the improvements on the demised premises for the purpose of restoring the same to an economic architectural unit, susceptible to the same use as that which was in effect immediately prior to such taking, to the extent that may have been necessary such restoration is feasible, as determined by such condemnation, subject to a pro-rata reduction Landlord in rentalits sole and absolute discretion. Any dispute resulting from Section 9.3 of this Lease The Rent shall be submitted decreased proportionately to reflect the American Arbitration Society, whose decision shall be binding on loss of any portion of the parties heretoPremises no longer available to Tenant.

Eminent Domain. If the whole, or Section 12.01 Landlord and Tenant hereby agree that in no event shall any part taking of the demised premises shall be taken or condemned by any competent authority Demised Property for any public or quasi-public use under any statute or purpose during by right of eminent domain, or by purchase in lieu thereof, in any way relieve Tenant of any obligations under this Lease (as to the term applicable Demised Property or otherwise), except as explicitly provided in this Article. 1. [***] Indicates material that has been omitted and for which confidential treatment has been requested. All such omitted material has been filed with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities and Exchange Act of this Lease. TENANT reserves 1934, as amended. Section 12.02 If any portion of any Demised Property, or existing access to or from any Demised Property, is taken for any public or quasi-public use under any statute or by right of eminent domain, or by purchase in lieu thereof, and such taking, in Landlord’s reasonable determination (a) reduces the unto itself value of the Demised Property by twenty-five (25%) or more, or (b) prevents, and would prevent after reasonable repair and reconstruction efforts by Tenant, use of the Demised Property for its then current permitted use under applicable zoning or other use regulations (including with respect to required parking and access) or otherwise would likely have a material adverse effect on Tenant’s sales and business volume at the Demised Property, then, in the case of a reduction in value as described in the foregoing clause “(a)”, Landlord shall have the right to prosecute terminate this Lease as to such Demised Property, and in the case of a resulting inability to use the Demised Property or the likelihood of a material adverse effect on Tenant’s business at the Demised Property as described in the foregoing clause “(b)”, either Landlord or Tenant shall have the right to terminate this Lease as to such Demised Property (but, in either case, not as to any other Demised Property), in each case, as of the date that title to the applicable Demised Property, or portion thereof, actually transfers to the applicable authority. Section 12.03 Tenant agrees that Landlord has the right in its sole discretion, and at Tenant’s sole cost and expense, to oppose any proposed taking regarding any Demised Property. The parties hereto agree to cooperate in applying for and in prosecuting any claim for an any taking regarding any Demised Property and further agree that the aggregate net award based upon its leasehold interest shall be distributed as follows: (a) Landlord shall be entitled to the entire award for such taking, without impairing the condemned Demised Property; and (b) Tenant shall be entitled to any rights of LANDLORD award that may be made for the taking of Tenant’s inventory and personal property, or injury costs related to the reversion. In the event removal and relocation of Tenant’s inventory and personal property, provided that a part none of the demised premises foregoing reduces Landlord’s award. Section 12.04 Except in the case of a termination of this Lease with respect to a Demised Property as described in Section 12.02, in the case of a taking of any portion of any Demised Property, Tenant at its own expense shall proceed with diligence (subject to reasonable time periods for purposes of adjustment of any award and unavoidable delays) to repair or reconstruct (or cause to be repaired and reconstructed) the affected Improvements to a complete architectural unit, and all such Restoration Work shall be taken or condemned that (a) performed in accordance with the part so taken includes the building on the demised premises standards and requirements for Alterations set forth in Article 6. Section 12.05 In case of a taking of all or any part thereof or (b) portion of any Demised Property, the part so taken Base Rent payable hereunder shall remove from be reduced by the premises 20% or more product of the front depth of the parking areas thereofLandlord Award Amount regarding such taking, or (c) the part so taken shall consist of 25% or more of the total parking area, or (d) such partial taking shall result in cutting off direct access from the demised premises to any adjacent public street or highway, then and in any such event, the TENANT may at any time either prior to or within a period of sixty (60) days after the date when possession of the premises shall be required multiplied by the condemning authority elect to terminate this Lease, or if any option to purchase the premises is conferred upon the TENANT by [***]1. Section 12.06 Notwithstanding any other provision of this LeaseArticle 12, may as an alternative any compensation for a temporary taking shall be payable to Tenant without participation by Landlord, except to the proportionate extent such termination of this Lease elect to purchase temporary taking extends beyond the demised premises in accordance with such purpose option. In the event that TENANT shall fail to exercise any such option to terminate this Lease or to purchase the premises or in the event that a part end of the demised premises Lease Term, and there shall be taken or condemned under circumstances under which the TENANT will have no such option, then and in either such event the LANDLORD shall, with reasonable promptness, make necessary repairs to and alterations abatement of Rent as a result of any temporary taking affecting any of the improvements on Demised Properties. 1. [***] Indicates material that has been omitted and for which confidential treatment has been requested. All such omitted material has been filed with the demised premises for Securities and Exchange Commission pursuant to Rule 24b-2 under the purpose Securities and Exchange Act of restoring the same to an economic architectural unit1934, susceptible to the same use as that which was in effect immediately prior to such taking, to the extent that may have been necessary by such condemnation, subject to a pro-rata reduction in rental. Any dispute resulting from Section 9.3 of this Lease shall be submitted to the American Arbitration Society, whose decision shall be binding on the parties heretoamended.

Eminent Domain. If 23.1 In the wholeevent the whole of the Demised Premises, or any such part of thereof as shall materially and substantially interfere with the demised premises Tenant's use, occupancy and enjoyment thereof, shall be taken or condemned by any competent authority for any public use or quasi-public purpose during the term by any lawful power or authority by exercise of this Lease. TENANT reserves the unto itself the right of appropriation, condemnation or eminent domain, or sold to prosecute its claim for an award based upon its leasehold interest for prevent such taking, Tenant or Landlord may upon at least thirty (30) days prior written notice to the other party, terminate this Lease effective as of the date possession is required to be surrendered to said authority. 23.2 In the event of a partial taking of the Building, the Project or of drives, walkways, and parking areas serving the Building for any public or quasi-public purpose by any lawful power or authority by exercise of right of appropriation, condemnation, or eminent domain, or sold to prevent such taking, then without impairing regard as to whether any rights portion of LANDLORD the Demised Premises occupied by Tenant was so taken, Landlord may elect to terminate this Lease as of such taking if such taking is, in the sole opinion of Landlord, of a material nature such as to make it uneconomical to continue use of the unappropriated portion for purposes of office rentals or laboratory space. Tenant may elect to terminate this Lease provided such taking materially and substantially diminishes Tenant's use, occupancy and enjoyment of the Demised Premises. In no event shall this Lease be terminated when such a partial taking does not have a material adverse effect upon Landlord or Tenant or both. 23.3 Tenant shall be entitled to any award which is specifically awarded as compensation for the taking of or injury Tenant's personal property, which was installed at Tenant's expense, for costs of Tenant moving to a new location, the reversionLease bonus value (the difference between the Rent and fair market rent, if the Rent is lower than the fair market rent) and Tenant's trade fixtures. In the event that a part Except as before set forth, any award for such taking shall belong to Landlord. 23.4 If upon any taking of the demised premises nature described in this Article 23 this Lease continues in effect, the Landlord shall be taken or condemned that (a) promptly proceed to restore the part so taken includes the building on the demised premises or any part thereof or (b) the part so taken shall remove from the premises 20% or more of the front depth of the parking areas thereofDemised Premises, or (c) the part so taken shall consist of 25% or more of the total parking areaBuilding, or (d) and Project to substantially their same condition prior to such partial taking shall result in cutting off direct access from the demised premises to any adjacent public street or highway, then taking. From and in any such event, the TENANT may at any time either prior to or within a period of sixty (60) days after the date when possession of the premises shall be required by the condemning authority elect to terminate this Lease, or if any option to purchase the premises is conferred upon the TENANT by any other provision of this Lease, may as an alternative to such termination of this Lease elect to purchase the demised premises in accordance with such purpose option. In the event that TENANT shall fail to exercise any such option to terminate this Lease or to purchase the premises or in the event that a part of the demised premises shall be taken or condemned under circumstances under which the TENANT will have no such option, then and in either such event the LANDLORD shall, with reasonable promptness, make necessary repairs to and alterations of the improvements on the demised premises for the purpose of restoring the same to an economic architectural unit, susceptible to the same use as that which was in effect immediately prior to such taking, to the Rent shall be abated proportionately based upon the extent that may have been necessary by such condemnation, subject to a pro-rata reduction in rental. Any dispute resulting from Section 9.3 which Tenant's use of this Lease shall be submitted to the American Arbitration Society, whose decision shall be binding on the parties heretoDemised Premises has diminished.

Eminent Domain. If, prior to the Closing Date, any Seller receives notice that any portion of one of its Properties (or access or other material rights in connection therewith) as would, in Purchaser’s reasonable judgment, materially adversely affect the operation of such Property or uses of such Property is, or has been threatened in writing by a governmental authority of competent jurisdiction, to be taken by condemnation or eminent domain, such Seller shall promptly notify Purchaser, and at the election of Purchaser this Agreement shall, upon the giving of Notice of such event or of the condemning authorities’ intention so to take such Property, terminate with respect only to the impacted Property, provided the impacted Property is not one of the Necessary Properties, but the Closing shall proceed with respect to the remaining Properties (with the Purchase Price reduced by the Allocated Purchase Price of the impacted Property). If the wholeimpacted Property is a Necessary Property, Purchaser shall have the option of terminating this Agreement with respect to all Properties. If Purchaser does not elect to terminate this Agreement prior to the Closing Date, on the Closing Date all of the proceeds of any award or payment made or to be made by reason of such taking shall be assigned by such Seller to Purchaser, and any money theretofore received by such Seller in connection with such taking shall be paid over to Purchaser, whereupon Purchaser shall pay the Purchase Price without abatement by reason of such taking. Such Seller shall not settle, agree to, or accept any part award or payment in connection with a taking of less than all of the demised premises Property without obtaining Purchaser’s prior written consent in each case, which consent shall not be taken unreasonably withheld or condemned by any competent authority for any public use delayed. As used in this Section, “material rights” or purpose during the term of this Lease. TENANT reserves the unto itself the right “materially adversely affect” means, with respect to prosecute its claim for an award based upon its leasehold interest for such takinga Property, without impairing any rights of LANDLORD for the a taking of or injury to the reversion. In the event that a part of the demised premises shall be taken or condemned condemnation that (a) the part so taken includes the building on the demised premises would reduce available parking below that required by, or in general cause a violation of, any Legal Requirements or any part thereof or Permitted Exceptions, (b) would restrict or impede access to the part so taken shall remove from Property, (c) would materially impair the premises 20% or more ability to operate the Property as a medical office building, (d) would result in a condemnation award reasonably estimated to exceed five percent (5%) of the front depth of the parking areas thereofsuch Property’s Allocated Amount, or (ce) would result in a condemnation award that, when combined with the part so taken shall consist amount of 25% all other condemnation awards for takings or more condemnations affecting any of the total parking areaother Properties, or would reasonably be estimated to exceed two and one-half percent (d2.5%) such partial taking shall result in cutting off direct access from the demised premises to any adjacent public street or highway, then and in any such event, the TENANT may at any time either prior to or within a period of sixty (60) days after the date when possession of the premises shall be required by the condemning authority elect to terminate this Lease, or if any option to purchase the premises is conferred upon the TENANT by any other provision of this Lease, may as an alternative to such termination of this Lease elect to purchase the demised premises in accordance with such purpose option. In the event that TENANT shall fail to exercise any such option to terminate this Lease or to purchase the premises or in the event that a part of the demised premises shall be taken or condemned under circumstances under which the TENANT will have no such option, then and in either such event the LANDLORD shall, with reasonable promptness, make necessary repairs to and alterations of the improvements on the demised premises for the purpose of restoring the same to an economic architectural unit, susceptible to the same use as that which was in effect immediately prior to such taking, to the extent that may have been necessary by such condemnation, subject to a pro-rata reduction in rental. Any dispute resulting from Section 9.3 of this Lease shall be submitted to the American Arbitration Society, whose decision shall be binding on the parties heretoPurchase Price.

Eminent Domain. If the whole, whole or any part of the demised premises Leased Premises shall be taken or condemned by any competent authority for any public or quasi-public use under any statute or purpose during the term by right of this Lease. TENANT eminent domain or by private purchase in lieu thereof, Tenant reserves the unto itself the right to prosecute its claim for an award based upon injury caused to its leasehold interest for by such taking, without impairing any rights of LANDLORD Landlord for the taking of or injury to the reversion. In the event that a part of the demised premises Leased Premises shall be so taken or condemned that (a) the part so taken includes the building or Premises on the demised premises Leased Premises or any part thereof or (b) the part so taken shall remove from the premises 20% ten percent(10%) or more of the front from depth of the parking areas thereof, Leased Premises or (c) the that part so taken shall consist of twenty-five percent (25% %) or more of the total parking area, Premises or (d) such partial taking part so taken shall result in cutting off direct access from the demised premises Leased Premises to any adjacent public street or highwayhighway or (e) such taking makes the carrying on of Tenant's business impractical, then then, and in any such event, the TENANT Tenant may at any time either prior to or within a period of sixty (60) days after the date when possession of the premises Leased Premises shall be required by the condemning taking authority elect to terminate this Lease, or if any option to purchase the premises is conferred upon the TENANT by any other provision of this Lease, may as an alternative to such termination of this Lease elect to purchase the demised premises in accordance with such purpose option. In the event that TENANT Tenant shall fail to exercise any such option to terminate this Lease or to purchase the premises or in the event that a part of the demised premises Leased Premises shall be taken or condemned under circumstances under which the TENANT Tenant will have no such option, then and in either such event the LANDLORD Landlord shall, at its own cost and expense and with reasonable promptness, make necessary repairs to and alterations restore the remaining portion of the Leased Premises to the extent necessary to reconstitute the improvements on the demised premises for the purpose of restoring the same to an economic thereon as a complete architectural unit, susceptible to the same use as that which was in effect immediately prior to such taking, taking and the Rent payable under the provisions of the lease shall be equitably reduced according to the extent that may have been necessary by such condemnation, subject to a pro-rata reduction decrease in rental. Any dispute resulting from Section 9.3 the utility of this Lease shall be submitted to the American Arbitration Society, whose decision shall be binding on Leased Premises for Tenant's intended use and the parties heretoeffect thereof upon the business of Tenant.

Eminent Domain. If the whole, or any part of the demised premises shall be taken or condemned by any competent authority for any public use or purpose during the term of this Lease. TENANT reserves the unto itself the right to prosecute its claim for an award based upon its leasehold interest for such taking, without impairing any rights of LANDLORD for the taking of or injury to the reversion25.1. In the event that a part of the demised premises shall be taken or condemned that (a) the part so taken includes the building on the demised premises or any part thereof whole of all Affected Areas or (b) the such part so taken thereof as shall remove from the premises 20% or more substantially interfere with Tenant’s use and occupancy of the front depth Premises for the Permitted Use shall be taken for any public or quasi-public purpose by any lawful power or authority by exercise of the right of appropriation, condemnation or eminent domain, or sold to prevent such taking, Tenant or Landlord may terminate this Lease effective as of the date possession is required to be surrendered to such authority, except with regard to (y) items occurring prior to the taking and (z) provisions of this Lease that, by their express terms, survive the expiration or earlier termination hereof. 25.2. In the event of a partial taking of (a) the Building or the Project or (b) drives, walkways or parking areas thereofserving the Building or the Project for any public or quasi-public purpose by any lawful power or authority by exercise of right of appropriation, condemnation, or (c) the part so taken shall consist of 25% eminent domain, or more sold to prevent such taking, then, without regard to whether any portion of the total parking areaPremises occupied by Tenant was so taken, or (d) such partial taking shall result in cutting off direct access from the demised premises to any adjacent public street or highway, then and in any such event, the TENANT Landlord may at any time either prior to or within a period of sixty (60) days after the date when possession of the premises shall be required by the condemning authority elect to terminate this Lease, or if any option Lease (except with regard to purchase (y) items occurring prior to the premises is conferred upon the TENANT by any other provision of this Lease, may as an alternative to such termination taking and (z) provisions of this Lease elect that, by their express terms, survive the expiration or earlier termination hereof) as of such taking if such taking is, in Landlord’s sole opinion, of a material nature such as to purchase make it uneconomical to continue use of the demised premises unappropriated portion for purposes of renting office or laboratory space. 25.3. Tenant shall be entitled to any award that is specifically awarded as compensation for (a) the taking of Tenant’s personal property that was installed at Tenant’s expense and (b) the costs of Tenant moving to a new location. Except as set forth in accordance with the previous sentence, any award for such purpose optiontaking shall be the property of Landlord. 25.4. In If, upon any taking of the nature described in this Article, this Lease continues in effect, then Landlord shall promptly proceed to restore the Affected Areas to substantially their same condition prior to such partial taking. To the extent such restoration is infeasible, as determined by Landlord in its sole and absolute discretion, the Rent shall be decreased proportionately to reflect the loss of any portion of the Premises no longer available to Tenant. 25.5. This Article sets forth the terms and conditions upon which this Lease may terminate in the event that TENANT shall fail to exercise of any such option damage or destruction. Accordingly, the parties hereby waive the provisions of California Code of Civil Procedure Section 1265.130 (and any successor statutes permitting the parties to terminate this Lease as a result of any damage or to purchase the premises or in the event that a part of the demised premises shall be taken or condemned under circumstances under which the TENANT will have no such option, then and in either such event the LANDLORD shall, with reasonable promptness, make necessary repairs to and alterations of the improvements on the demised premises for the purpose of restoring the same to an economic architectural unit, susceptible to the same use as that which was in effect immediately prior to such taking, to the extent that may have been necessary by such condemnation, subject to a pro-rata reduction in rental. Any dispute resulting from Section 9.3 of this Lease shall be submitted to the American Arbitration Society, whose decision shall be binding on the parties heretodestruction).

Eminent Domain. If In the whole, or any part event the whole of the demised premises Premises, the Building or the Project shall be taken under the power of eminent domain, or condemned by sold to prevent the exercise thereof (collectively, a “Taking”), this Lease shall automatically terminate as of the date of such Taking. In the event a Taking of a portion of the Project, the Building or the Premises shall, in the reasonable opinion of Landlord, substantially interfere with Landlord’s operation thereof, Landlord may terminate this Lease upon thirty (30) days’ written notice to Tenant given at any competent authority for any public use or purpose during time within sixty (60) days following the term date of such Taking. For purposes of this Lease. TENANT reserves , the unto itself date of Taking shall be the right to prosecute its claim for an award based upon its leasehold interest for earlier of the date of transfer of title resulting from such taking, without impairing any rights Taking or the date of LANDLORD for the taking transfer of or injury to the reversionpossession resulting from such Taking. In the event that a part portion of the demised premises shall be taken or condemned that (a) the part Premises is so taken includes the building on the demised premises or any part thereof or (b) the part so taken shall remove from the premises 20% or more of the front depth of the parking areas thereof, or (c) the part so taken shall consist of 25% or more of the total parking area, or (d) such partial taking shall result in cutting off direct access from the demised premises to any adjacent public street or highway, then and in any such event, the TENANT may at any time either prior to or within a period of sixty (60) days after the date when possession of the premises shall be required by the condemning authority elect to terminate this Lease, or if any option to purchase the premises is conferred upon the TENANT by any other provision of this Lease, may as an alternative to such termination of this Lease elect to purchase the demised premises in accordance with such purpose option. In the event that TENANT shall fail to exercise any such option to terminate this Lease or to purchase the premises or in the event that a part of the demised premises shall be taken or condemned under circumstances under which the TENANT will have no such optionis not terminated, then and in either such event the LANDLORD Landlord shall, with reasonable promptnessdiligence, make necessary repairs use commercially reasonable efforts to and alterations of the improvements on the demised premises for the purpose of restoring the same proceed to an economic architectural unit, susceptible to the same use as that which was in effect immediately prior to such taking, restore (to the extent that may have been necessary permitted by such condemnationLaw and covenants, subject conditions and restrictions then applicable to the Project) the Premises (other than Tenant’s personal property and fixtures, and above-standard tenant improvements) to a pro-rata reduction in rentalcomplete, functioning unit. Any dispute resulting from Section 9.3 In such case, the Basic Annual Rent shall be reduced proportionately based on the portion of the Premises so taken. If all or any portion of the Premises is the subject of a temporary Taking, this Lease shall remain in full force and effect and Tenant shall continue to perform each of its obligations under this Lease; in such case, Tenant shall be submitted entitled to receive the entire award allocable to the American Arbitration Societytemporary Taking of the Premises. Except as provided herein, whose decision Tenant shall not assert any claim against Landlord or the condemning authority for, and hereby assigns to Landlord, any compensation in connection with any such Taking, and Landlord shall be binding on entitled to receive the parties heretoentire amount of any award therefor, without deduction for any estate or interest of Tenant. Nothing contained in this Paragraph 10 shall be deemed to give Landlord any interest in, or prevent Tenant from seeking any award against the condemning authority for the Taking of personal property, fixtures, above standard tenant improvements of Tenant or for relocation or moving expenses recoverable by Tenant from the condemning authority. This Paragraph 10 shall be Tenant’s sole and exclusive remedy in the event of a Taking.

Eminent Domain. If the whole, or any part of the demised premises shall be taken or condemned by any competent authority for any public use or purpose during the term of this Lease. TENANT reserves the unto itself the right to prosecute its claim for an award based upon its leasehold interest for such taking, without impairing any rights of LANDLORD for the taking of or injury to the reversion25.1. In the event that a part of the demised premises shall be taken or condemned that (a) the part so taken includes the building on the demised premises or any part thereof whole of all Affected Areas or (b) the such part so taken thereof as shall remove from the premises 20% or more substantially interfere with Tenant’s use and occupancy of the front depth Premises for the Permitted Use shall be taken for any public or quasi-public purpose by any lawful power or authority by exercise of the right of appropriation, condemnation or eminent domain, or sold to prevent such taking, Tenant or Landlord may terminate this Lease effective as of the date possession is required to be surrendered to such authority, except with regard to (y) items occurring prior to the taking and (z) provisions of this Lease that, by their express terms, survive the expiration or earlier termination hereof. 25.2. In the event of a partial taking of (a) the Building or the Project or (b) drives, walkways or parking areas thereofserving the Building or the Project for any public or quasi-public purpose by any lawful power or authority by exercise of right of appropriation, condemnation, or (c) the part so taken shall consist of 25% eminent domain, or more sold to prevent such taking, then, without regard to whether any portion of the total parking areaPremises occupied by Tenant was so taken, or (d) such partial taking shall result in cutting off direct access from the demised premises to any adjacent public street or highway, then and in any such event, the TENANT Landlord may at any time either prior to or within a period of sixty (60) days after the date when possession of the premises shall be required by the condemning authority elect to terminate this Lease, or if any option Lease (except with regard to purchase (a) items occurring prior to the premises is conferred upon the TENANT by any other provision of this Lease, may as an alternative to such termination taking and (b) provisions of this Lease elect that, by their express terms, survive the expiration or earlier termination hereof) as of such taking if such taking is, in Landlord’s sole opinion, of a material nature such as to purchase make it uneconomical to continue use of the demised premises unappropriated portion for purposes of renting office or laboratory space. 25.3. To the extent permitted under all applicable Loan Documents or otherwise consented to by any and all Lenders whose consent is required thereunder, Tenant shall be entitled to any award that is specifically awarded as compensation for (a) the taking of Tenant’s personal property that was installed at Tenant’s expense and (b) the costs of Tenant moving to a new location. Except as set forth in accordance with the previous sentence, any award for such purpose optiontaking shall be the property of Landlord. 25.4. In If, upon any taking of the nature described in this Article, this Lease continues in effect, then Landlord shall promptly proceed to restore the Affected Areas to substantially their same condition prior to such partial taking. To the extent such restoration is infeasible, as determined by Landlord in its sole and absolute discretion, the Rent shall be decreased proportionately to reflect the loss of any portion of the Premises no longer available to Tenant. Notwithstanding anything to the contrary contained in this Article, Landlord shall not be required to restore the Affected Areas to the extent that Landlord is prohibited from doing so by any applicable Loan Document or any Lender whose consent is required thereunder withholds its consent. 25.5. This Article sets forth the terms and conditions upon which this Lease may terminate in the event that TENANT shall fail to exercise of any such option taking. Accordingly, the parties hereby waive the provisions of any Applicable Laws (and any successor statutes) permitting the parties to terminate this Lease or to purchase the premises or in the event that as a part result of the demised premises shall be taken or condemned under circumstances under which the TENANT will have no such option, then and in either such event the LANDLORD shall, with reasonable promptness, make necessary repairs to and alterations of the improvements on the demised premises for the purpose of restoring the same to an economic architectural unit, susceptible to the same use as that which was in effect immediately prior to such any taking, to the extent that may have been necessary by such condemnation, subject to a pro-rata reduction in rental. Any dispute resulting from Section 9.3 of this Lease shall be submitted to the American Arbitration Society, whose decision shall be binding on the parties hereto.

Eminent Domain. If the wholewhole of the Premises, or so much thereof as to render the balance unusable by the Lessee, shall be taken under power of eminent domain, this Lease shall automatically terminate as of the date of such condemnation, or as of the date possession is taken by the condemning authority, whichever is earlier. No award for any partial or entire taking shall be apportioned, and the Lessee hereby assigns to the Lessor any award which may be made in such taking or condemnation, together with any and all rights of the Lessee now or hereafter arising in or to the same or any part thereof; provided, however, that nothing contained herein shall be deemed to give the Lessor any interest in or to require the Lessee to assign to the Lessor any award made to the Lessee for its relocation expenses, the taking of personal property and fixtures belonging to the Lessee, the interruption of or damage to the Lessee's business and/or for the Lessee's unamortized cost of leasehold improvements. The unamortized portion of the demised premises Lessee's expenditures for improving the Premises shall be taken or condemned determined by any competent authority for any public use or purpose during multiplying such expenditures by a fraction, the numerator of which shall be the number of years of the term of this Lease. TENANT reserves Lease which shall not have expired at the unto itself time of such appropriation or taking and the right to prosecute its claim for an award based upon its leasehold interest for such taking, without impairing any rights denominator of LANDLORD for which shall be the taking number of or injury to the reversion. In the event that a part years of the demised premises shall be taken or condemned that (a) the part so taken includes the building on the demised premises or any part thereof or (b) the part so taken shall remove from the premises 20% or more of the front depth of the parking areas thereof, or (c) the part so taken shall consist of 25% or more of the total parking area, or (d) such partial taking shall result in cutting off direct access from the demised premises to any adjacent public street or highway, then and in any such event, the TENANT may at any time either prior to or within a period of sixty (60) days after the date when possession of the premises shall be required by the condemning authority elect to terminate this Lease, or if any option to purchase the premises is conferred upon the TENANT by any other provision of this Lease, may as an alternative to such termination term of this Lease elect to purchase which shall not have expired at the demised premises in accordance with such purpose optiontime of improving the Premises. In the no event that TENANT shall fail options to exercise any such option to terminate this Lease renew or to purchase the premises or in the event that a part of the demised premises shall extend be taken or condemned under circumstances under which into consideration in determining the TENANT will have no such option, then and in either such event the LANDLORD shall, with reasonable promptness, make necessary repairs payment to and alterations of the improvements on the demised premises for the purpose of restoring the same to an economic architectural unit, susceptible be made to the same use as that which was Lessee. The Lessee's right to receive compensation or damages for its fixtures and personal property shall not be affected in effect immediately prior to such taking, to the extent that may have been necessary by such condemnation, subject to a pro-rata reduction in rental. Any dispute resulting from Section 9.3 of this Lease shall be submitted to the American Arbitration Society, whose decision shall be binding on the parties heretoany manner thereby.

Eminent Domain. If the whole, Demised Premises or the Building (or any part portion of the demised premises Building, the loss of which would require reconfiguration or restoration of the Building which Landlord reasonably estimates will cost in excess of 25% of the current replacement cost of the Building) shall be taken or condemned by any competent authority for any public or quasi-public use or purpose during purpose, Landlord or Tenant shall have the term right, exercisable at its sole direction, to cancel the Lease upon not less than sixty (60) days’ notice prior to the date of this Leasecancellation designated in the notice. TENANT reserves the unto itself No money or other consideration shall be payable by Landlord to Tenant for the right of cancellation and Tenant shall have no right to prosecute its claim share in the condemnation award or in any judgment for an award based upon its leasehold interest damages caused by such taking or condemnation (except for Tenant’s relocation expenses and any unamortized costs of tenant improvements that have been paid for by Tenant, in each instance specifically so designated by the court or authority having jurisdiction over the matter). If any such taking, without impairing any rights of LANDLORD for the taking of or injury to the reversion. In the event that a part of the demised premises shall be taken or condemned that (ai) the part so taken includes the building on the demised premises or any part thereof or (b) the part so taken shall remove from the premises 20% or more of the front depth of the parking areas thereof, or (c) the part so taken shall consist of renders 25% or more of the total Building untenantable (or prohibits reasonable access to the Building or renders the parking area, at the Demised Premises non-compliant with applicable zoning laws) or (dii) renders general Building systems inoperable and such partial taking shall result systems cannot be repaired in cutting off direct access Landlord’s reasonable estimate within six (6) months from the demised premises date of such taking or (iii) occurs within the last year of the Term, Landlord or Tenant shall have the right to any adjacent public street or highway, then and in any terminate this Lease as of the date of such event, taking upon written notice given to the TENANT may other at any time either prior to or within a period of sixty one hundred twenty (60120) days after the date when possession of such taking. If this Lease is not terminated and canceled because of any such taking or appropriation, Landlord shall with reasonable promptness, subject to reasonable delays for insurance adjustments and delays caused by Force Majeure, restore (to the premises extent insurance proceeds are available therefor) the Demised Premises and/or access to a condition as nearly comparable as practicable to the condition existing just before such taking or appropriation within six (6) months after such taking. Landlord shall have no liability to Tenant, and Tenant shall not be required by the condemning authority elect entitled to terminate this Lease, or if by virtue of any option to purchase delays in completion of such repairs and restoration unless such repairs are not completed within such six (6) month period, in which event Tenant shall have the premises is conferred upon the TENANT by any other provision of this Lease, may as an alternative to such termination of this Lease elect to purchase the demised premises in accordance with such purpose option. In the event that TENANT shall fail to exercise any such option right to terminate this the Lease or to purchase the premises or in the event that a part of the demised premises shall be taken or condemned under circumstances under which the TENANT will have no if such option, then and in either repairs are not completed within such event the LANDLORD shall, with reasonable promptness, make necessary repairs to and alterations of the improvements on the demised premises for the purpose of restoring the same to an economic architectural unit, susceptible to the same use as that which was in effect immediately prior to such taking, to the extent that may have been necessary by such condemnationsix (6) period, subject to a pro-rata reduction in rental. Any dispute resulting from Section 9.3 of this Lease extension for Force Majeure, by notice given within 30 days after such repair period expires, which notice shall be submitted deemed withdrawn if the restoration is completed within 30 days after such notice is delivered to Landlord. Fixed Rent and Additional Rent shall ▇▇▇▇▇ on those portions of the American Arbitration SocietyDemised Premises as are, whose decision shall be binding on the parties heretofrom time to time, untenantable and, in fact, unoccupied by Tenant as a result of such taking.

Eminent Domain. (a) If the whole, all or any part of the demised premises Demised Premises shall be taken or condemned by any competent authority for any public or quasi-public use by virtue of the exercise of the power of eminent domain or by private purchase in lieu thereof, this Lease shall terminate as to the part so taken as of the date of taking, and, in the case of a partial taking, either Landlord or Tenant shall have the right to terminate this Lease as to the balance of the Demised Premises by written notice to the other within thirty (30) days after such date; provided, however, that a condition to the exercise by Tenant of such right to terminate shall be either (i) that more than fifteen percent (15%) of the Demised Premises was taken or (ii) that the portion of the Demised Premises taken shall be of such extent and nature as substantially to handicap, impede or impair, in Tenant's reasonable opinion, Tenant's use of the balance of the Demised Premises or (iii) that more than fifteen percent (15%) of the parking spaces for the Building were taken, unless within thirty (30) days after the date of such Taking Landlord shall notify Tenant of its intention to replace the parking spaces, and such replacement is provided within one hundred fifty (150) days of such notice. If title to so much of the Building is taken that a reasonable amount of reconstruction thereof will not in Landlord's sole discretion result in the Building being a practical improvement and reasonably suitable for use for the purpose during for which it is designed, then this Lease shall terminate on the date that the condemning authority actually takes possession of the part so condemned or purchased. (b) If this Lease is terminated under the provisions of this Article 33, Rent shall be apportioned and adjusted as of the date of termination. Tenant shall have no claim against Landlord or against the condemning authority for the value of any leasehold estate or for the value of the unexpired Lease Term provided that the foregoing shall not preclude any claim that Tenant may have against the condemning authority for the unamortized cost of leasehold improvements, to the extent the same were installed at Tenant's expense (and not with the proceeds of the Construction Allowance), or for loss of business, moving expenses or other consequential damages, in accordance with subparagraph (d) below. (c) If there is a partial taking of the Building and this Lease is not thereupon terminated under the provisions of this Article 33, then this Lease shall remain in full force and effect, and Landlord shall, within a reasonable time thereafter, repair or reconstruct the remaining portion of the Building to the extent necessary to make the same a complete architectural unit; provided that in complying with its obligations hereunder Landlord shall not be required to expend more than the net proceeds of the condemnation award which are paid to Landlord. (d) All compensation awarded or paid to Landlord upon a total or partial taking of the Demised Premises or the Building shall belong to and be the property of Landlord without any participation by Tenant. Nothing herein shall be construed to preclude Tenant from prosecuting any claim directly against the condemning authority for loss of business, for damage to, and cost of removal of, trade fixtures, furniture and other personal property belonging to Tenant, and for the unamortized cost of leasehold improvements to the extent same were installed at Tenant's expense (and not with the proceeds of the Construction Allowance). In no event shall Tenant have or assert a claim for the value of any unexpired term of this Lease. TENANT reserves Subject to the unto itself the right foregoing provisions of this subparagraph (d), Tenant hereby assigns to prosecute Landlord any and all of its claim for an award based upon its leasehold right, title and interest for in or to any compensation awarded or paid as a result of any such taking, without impairing any rights of LANDLORD for the taking of or injury to the reversion. In the event that a part of the demised premises shall be taken or condemned that (a) the part so taken includes the building on the demised premises or any part thereof or (b) the part so taken shall remove from the premises 20% or more of the front depth of the parking areas thereof, or (c) the part so taken shall consist of 25% or more of the total parking area, or (d) such partial taking shall result in cutting off direct access from the demised premises to any adjacent public street or highway, then and in any such event, the TENANT may at any time either prior to or within a period of sixty (60) days after the date when possession of the premises shall be required by the condemning authority elect to terminate this Lease, or if any option to purchase the premises is conferred upon the TENANT by any other provision of this Lease, may as an alternative to such termination of this Lease elect to purchase the demised premises in accordance with such purpose option. In the event that TENANT shall fail to exercise any such option to terminate this Lease or to purchase the premises or in the event that a part of the demised premises shall be taken or condemned under circumstances under which the TENANT will have no such option, then and in either such event the LANDLORD shall, with reasonable promptness, make necessary repairs to and alterations of the improvements on the demised premises for the purpose of restoring the same to an economic architectural unit, susceptible to the same use as that which was in effect immediately prior to such taking, to the extent that may have been necessary by such condemnation, subject to a pro-rata reduction in rental. Any dispute resulting from Section 9.3 of this Lease shall be submitted to the American Arbitration Society, whose decision shall be binding on the parties hereto.

Eminent Domain. (a) If the whole, all or any part of the demised premises Premises shall be taken or condemned by any competent authority for any public or quasi-public use by virtue of the exercise of the power of eminent domain or by private purchase in lieu thereof, this Lease shall terminate as to the part so taken as of the date of taking, and, in the case of a partial taking, either Landlord or Tenant shall have the right to terminate this Lease as to the balance of the Premises by written notice to the other within thirty (30) days after such date; provided, however, that a condition to the exercise by Tenant of such right to terminate shall be that the portion of the Premises taken shall be of such extent and nature as substantially to impair Tenant’s use of the balance of the Premises. If title to so much of the Building is taken that a reasonable amount of reconstruction thereof will not in Landlord’s sole discretion result in the Building being a practical improvement and reasonably suitable for use for the purpose during for which it is designed, then this Lease shall terminate on the date that the condemning authority actually takes possession of the part so condemned or purchased. (b) If this Lease is terminated under the provisions of this Article 23, Rent shall be apportioned and adjusted as of the date of termination. Tenant shall have no claim against Landlord or against the condemning authority for the value of any leasehold estate or for the value of the unexpired Lease Term provided that the foregoing shall not preclude any claim that Tenant may have against the condemning authority for the unamortized cost of leasehold improvements, to the extent the same were installed at Tenant’s expense (and not with the proceeds of an allowance provided by Landlord), or for loss of business, moving expenses or other consequential damages, in accordance with subparagraph (d) below, provided, however, that no such claim shall diminish or adversely affect Landlord’s award. (c) If there is a partial taking of the Building and this Lease is not thereupon terminated under the provisions of this Article 23, then this Lease shall remain in full force and effect, and Landlord shall, within a reasonable time thereafter, repair or reconstruct the remaining portion of the Building to the extent necessary to make the same a complete architectural unit; provided that in complying with its obligations hereunder Landlord shall not be required to expend more than the net proceeds of the condemnation award which are paid to Landlord. (d) All compensation awarded or paid to Landlord upon a total or partial taking of the Premises or the Building shall belong to and be the property of Landlord without any participation by Tenant. Nothing herein shall be construed to preclude Tenant from prosecuting any claim directly against the condemning authority for loss of business, for damage to, and cost of removal of, trade fixtures, furniture and other personal property belonging to T▇▇▇▇▇, and for the unamortized cost of leasehold improvements to the extent same were installed at Tenant’s expense, provided, however, that no such claim shall diminish or adversely affect Landlord’s award. In no event shall Tenant have or assert a claim for the value of any unexpired term of this Lease. TENANT reserves Subject to the unto itself the right foregoing provisions of this subparagraph (d), Tenant hereby assigns to prosecute Landlord any and all of its claim for an award based upon its leasehold right, title and interest for in or to any compensation awarded or paid as a result of any such taking, without impairing any rights of LANDLORD for the taking of or injury . (e) Notwithstanding anything to the reversioncontrary contained in this Article 23, if, during the Lease Term, the use or occupancy of any part of the Building or the Premises shall be taken or appropriated temporarily for any public or quasi-public use under any governmental law, ordinance, or regulations, or by right of eminent domain, this Lease shall be and remain unaffected by such taking or appropriation and Tenant shall continue to pay in full all Rent payable hereunder by T▇▇▇▇▇ during the Lease Term. In the event of any such temporary appropriation or taking, Tenant shall be entitled to receive that a part portion of any award which represents compensation for the loss of use or occupancy of the demised premises Premises during the Lease Term, and Landlord shall be taken entitled to receive that portion of any award which represents the cost of restoration and compensation for the loss of use or condemned that (a) the part so taken includes the building on the demised premises or any part thereof or (b) the part so taken shall remove from the premises 20% or more occupancy of the front depth Premises after the end of the parking areas thereof, or (c) the part so taken shall consist of 25% or more of the total parking area, or (d) such partial taking shall result in cutting off direct access from the demised premises to any adjacent public street or highway, then and in any such event, the TENANT may at any time either prior to or within a period of sixty (60) days after the date when possession of the premises shall be required by the condemning authority elect to terminate this Lease, or if any option to purchase the premises is conferred upon the TENANT by any other provision of this Lease, may as an alternative to such termination of this Lease elect to purchase the demised premises in accordance with such purpose option. In the event that TENANT shall fail to exercise any such option to terminate this Lease or to purchase the premises or in the event that a part of the demised premises shall be taken or condemned under circumstances under which the TENANT will have no such option, then and in either such event the LANDLORD shall, with reasonable promptness, make necessary repairs to and alterations of the improvements on the demised premises for the purpose of restoring the same to an economic architectural unit, susceptible to the same use as that which was in effect immediately prior to such taking, to the extent that may have been necessary by such condemnation, subject to a pro-rata reduction in rental. Any dispute resulting from Section 9.3 of this Lease shall be submitted to the American Arbitration Society, whose decision shall be binding on the parties heretoTerm.

Eminent Domain. If the whole, or any part of the demised premises shall be taken or condemned by any competent authority for any public use or purpose during the term of this Lease. TENANT reserves the unto itself the right to prosecute its claim for an award based upon its leasehold interest for such taking, without impairing any rights of LANDLORD for the taking of or injury to the reversion22.1. In the event that a part of the demised premises shall be taken or condemned that (a) the part so taken includes whole of the building on the demised premises or any part thereof Premises or (b) the such part so taken thereof as shall remove from the premises 20% or more substantially interfere with Tenant's use and occupancy of the front depth Premises for the Permitted Use shall be taken for any public or quasi-public purpose by any lawful power or authority by exercise of the parking areas thereofright of appropriation, condemnation or eminent domain, or (c) the part so taken shall consist of 25% sold to prevent such taking, Tenant or more Landlord may terminate this Lease effective as of the total parking areadate possession is required to be surrendered to such authority, or except with regard to (dy) such partial taking shall result in cutting off direct access from the demised premises to any adjacent public street or highway, then and in any such event, the TENANT may at any time either items occurring prior to or within a period of sixty the taking and (60z) days after the date when possession of the premises shall be required by the condemning authority elect to terminate this Lease, or if any option to purchase the premises is conferred upon the TENANT by any other provision of this Lease, may as an alternative to such termination provisions of this Lease elect that, by their express terms, survive the expiration or earlier termination hereof. 22.2. Tenant shall be entitled to purchase any award that is specifically awarded as compensation for (a) the demised premises taking of Tenant's personal property that was installed at Tenant's expense, including but not limited to any property listed in accordance with Exhibit B attached hereto, and (b) the costs of Tenant moving to a new location. Except as set forth in the previous sentence, any award for such purpose optiontaking shall be the property of Landlord, except to the extent such taking is a temporary taking and this Lease does not terminate, in which case the entire such award shall be the property of Tenant, net of any costs incurred by Landlord to restore the Premises pursuant to Section 22.3 or to obtain such award, for which Landlord shall be entitled to be reimbursed prior to remitting the balance of such award to Tenant. 22.3. In If, upon any taking of the nature described in this Section, this Lease continues in effect, then Landlord shall promptly proceed to restore the Premises to substantially their same condition prior to such partial taking. To the extent such restoration is infeasible, as determined by Landlord in its sole and absolute discretion, the Rent shall be decreased proportionately to reflect the loss of any portion of the Premises no longer available to Tenant. 22.4. This Section 22 sets forth the terms and conditions upon which this Lease may terminate in the event that TENANT shall fail to exercise of any such option damage or destruction. Accordingly, the parties hereby waive the provisions of any Applicable Laws (and any successor statutes) permitting the parties to terminate this Lease or to purchase the premises or in the event that as a part result of the demised premises shall be taken or condemned under circumstances under which the TENANT will have no such option, then and in either such event the LANDLORD shall, with reasonable promptness, make necessary repairs to and alterations of the improvements on the demised premises for the purpose of restoring the same to an economic architectural unit, susceptible to the same use as that which was in effect immediately prior to such any governmental taking, to the extent that may have been necessary by such condemnation, subject to a pro-rata reduction in rental. Any dispute resulting from Section 9.3 of this Lease shall be submitted to the American Arbitration Society, whose decision shall be binding on the parties hereto.

Eminent Domain. If the whole, whole or any part substantial part, in Lessor’s reasonable discretion of the demised premises shall Premises should be taken or condemned by any competent authority for any public or quasi-public use under governmental law, ordinance or purpose regulation, or by right of eminent domain, or by private purchase in lieu thereof (a “Taking”), this Lease shall terminate and the Rent shall be abated during the term of this Lease. TENANT reserves the unto itself the right to prosecute its claim for an award based upon its leasehold interest for such taking, without impairing any rights of LANDLORD for the taking of or injury to the reversion. In the event that a part of the demised premises shall be taken or condemned that (a) the part so taken includes the building on the demised premises or any part thereof or (b) the part so taken shall remove from the premises 20% or more of the front depth of the parking areas thereof, or (c) the part so taken shall consist of 25% or more of the total parking area, or (d) such partial taking shall result in cutting off direct access from the demised premises to any adjacent public street or highway, then and in any such event, the TENANT may at any time either prior to or within a period of sixty (60) days after the date when possession of the premises shall be required by the condemning authority elect to terminate this Lease, or if any option to purchase the premises is conferred upon the TENANT by any other provision unexpired portion of this Lease, may as an alternative to such termination effective when the physical taking of this Lease elect to purchase the demised premises in accordance with such purpose optionPremises shall occur. In the event that TENANT shall fail to exercise any such option to terminate this Lease or to purchase the premises or in the event that If there is a Taking of less than a substantial part of the demised premises Premises, this Lease shall be taken or condemned under circumstances under which not terminate, but the TENANT will have no such option, then and in either such event Rent payable hereunder during the LANDLORD shall, with reasonable promptness, make necessary repairs to and alterations of the improvements on the demised premises for the purpose of restoring the same to an economic architectural unit, susceptible to the same use as that which was in effect immediately prior to such taking, to the extent that may have been necessary by such condemnation, subject to a pro-rata reduction in rental. Any dispute resulting from Section 9.3 unexpired portion of this Lease shall be submitted reduced to such extent as may be fair and reasonable under all of the circumstances, including the proportion to the American Arbitration Societyreduction in utility of the Premises caused by such Taking. In the event of any such Taking, whose decision Lessor and Lessee shall each be entitled to receive and retain such separate awards and/or portion of lump sum awards as may be allocated to their respective interests in any condemnation proceedings. Lessor shall be binding entitled to any award and all damages payable as a result of any condemnation or taking of the fee of the Premises. Lessee shall have the right to claim and recover from the condemning authority, but not from Lessor, such compensation as may be separately awarded or recoverable by Lessee in Lessee’s own right on account of any and all damage to the parties heretoTank Farm Assets and/or Lessee’s business by reason of the condemnation, including loss of value of any unexpired portion of the Term, and for or on account of any cost or loss to which Lessee might be put in removing Lessee’s personal property, fixtures, leasehold improvements and equipment, including, without limitation, the Tank Farm Assets, from the Premises.

Eminent Domain. (a) If the whole, any or any part all of the demised premises Premises are taken by the exercise of any power of eminent domain or are conveyed to or at the direction of any governmental entity under a threat of any such taking (each of which is hereinafter referred to as a ‘Condemnation”), Landlord, subject to subparagraph (c) below shall be taken entitled to collect from the condemning authority thereunder the entire amount of any award made in any such proceeding or condemned by any competent authority as consideration for such deed, without deduction therefrom for any public use leasehold or purpose during the term other estate held by Tenant by virtue of this Lease. TENANT reserves the unto itself the . (b) Tenant, subject to subparagraph (c) below hereby (i) assigns to Landlord all of Tenant’s right, title and interest, if any, in and to any such award, (ii) waives any right which it may otherwise have in connection with such Condemnation, against Landlord or such condemning authority, to prosecute its claim any payment for an award based upon its leasehold interest for such taking, without impairing any rights of LANDLORD for the taking of or injury to the reversion. In the event that a part of the demised premises shall be taken or condemned that (a) the part so taken includes value of the building on then unexpired portion of the demised premises or any part thereof or Term, (b) leasehold damages (except the part so taken shall remove from the premises 20% unamortized portion of any improvements paid for by Tenant and title to which is retained by Tenant, provided such amount does not diminish and/or delay any award or more payment which Landlord would otherwise receive as a result of the front depth of the parking areas thereofsuch condemnation), or and (c) the part so taken shall consist of 25% any damage to or more diminution of the total parking area, value of Tenant’s leasehold interest hereunder or (d) such partial taking shall result in cutting off direct access from the demised premises to any adjacent public street or highway, then and in any such event, the TENANT may at any time either prior to or within a period of sixty (60) days after the date when possession portion of the premises shall Premises not covered by such Condemnation; and (iii) agrees to execute any and all further documents which may be required by in order to facilitate the condemning authority elect to terminate this Lease, or if Landlord’s collection of any option to purchase and all such awards. (c) Notwithstanding the premises is conferred upon the TENANT by any other provision foregoing provisions of this LeaseParagraph, Tenant may as an alternative seek a separate award pursuant to such termination of this Lease elect to purchase the demised premises in accordance with such purpose option. In the event that TENANT shall fail to exercise any such option to terminate this Lease or to purchase the premises or in the event that a part Section 25-46.21: 1 of the demised premises shall be taken Code of Virginia, as amended, so long as such separate award in no way diminishes and/or delays any award or condemned under circumstances under payment which the TENANT will have no Landlord would otherwise receive as a result of such option, then and in either such event the LANDLORD shall, with reasonable promptness, make necessary repairs to and alterations of the improvements on the demised premises for the purpose of restoring the same to an economic architectural unit, susceptible to the same use as that which was in effect immediately prior to such taking, to the extent that may have been necessary by such condemnation, subject to a pro-rata reduction in rental. Any dispute resulting from Section 9.3 of this Lease shall be submitted to the American Arbitration Society, whose decision shall be binding on the parties heretoCondemnation.

Eminent Domain. If (a) In case the wholewhole of the Premises, or such part thereof as shall substantially interfere with Tenant's use and occupancy thereof, shall be taken by any lawful power or authority by exercise of the right of eminent domain, or sold to prevent such taking or threat of such taking, either Tenant or Landlord may terminate this Lease effective as of the date possession is required to be surrendered to said authority. Except as provided herein, Tenant shall not because of such taking assert any claim against Landlord or the taking authority for any compensation because of such taking, and Landlord shall be entitled to receive the entire amount of any award without deduction for any estate or interest of Tenant. In the event the amount of property or the type of estate taken shall not substantially interfere with Tenant's use of the Premises, Landlord shall be entitled to the entire amount of the award without deduction for any estate or interest of Tenant. In such event, Landlord shall promptly proceed to restore the Premises to substantially their condition prior to such partial taking, and a proportionate allowance shall be made to Tenant for the rent corresponding to the time during which, and to the part of the Premises of which, Tenant shall be so deprived on account of such taking and restoration. Any such rental abatement shall not defeat or diminish Landlord's rights to recover upon any rental interruption insurance maintained by Landlord pursuant to Paragraph 20. Nothing contained in this Paragraph 15(a) shall be deemed to give Landlord any interest in, or prevent Tenant from seeking any award against the taking authority for, the taking of personal property and fixtures belonging to Tenant or for relocation or business interruption expenses recoverable from the taking authority. Landlord may, without any obligation to Tenant, agree to sell and/or convey to any taking authority the Premises, the Building, the Project or any portion thereof sought by such taking authority, free from this Lease and the rights of Tenant hereunder, without first requiring that any action or proceeding be instituted or pursued to judgment. (b) In the event of a temporary taking of the Premises or any part of the demised premises Premises and/or of Tenant's rights to the Premises or under this Lease, this Lease shall be taken not terminate, nor shall Tenant have the right to any abatement of rent or condemned by of any competent authority for any public use or purpose during the term of other payments owed to Landlord pursuant to this Lease. TENANT reserves the unto itself the right Any award made to prosecute its claim for an award based upon its leasehold interest for Tenant by reason of such taking, without impairing any rights of LANDLORD for the temporary taking of or injury shall belong entirely to the reversion. In the event that a part of the demised premises shall be taken or condemned that (a) the part so taken includes the building on the demised premises or any part thereof or (b) the part so taken shall remove from the premises 20% or more of the front depth of the parking areas thereof, or Tenant. (c) the part so taken shall consist of 25% or more of the total parking area, or (d) such partial taking shall result in cutting off direct access from the demised premises to any adjacent public street or highway, then and in any such event, the TENANT may at any time either prior to or within a period of sixty (60) days after the date when possession of the premises This Paragraph 15 shall be required by the condemning authority elect to terminate this Lease, or if any option to purchase the premises is conferred upon the TENANT by any other provision of this Lease, may as an alternative to such termination of this Lease elect to purchase the demised premises in accordance with such purpose option. In the event that TENANT shall fail to exercise any such option to terminate this Lease or to purchase the premises or Tenant's sole and exclusive remedy in the event that of a part taking or condemnation. Tenant hereby waives the benefit of the demised premises shall be taken or condemned under circumstances under which the TENANT will have no such option, then and in either such event the LANDLORD shall, with reasonable promptness, make necessary repairs to and alterations California Code of the improvements on the demised premises for the purpose of restoring the same to an economic architectural unit, susceptible to the same use as that which was in effect immediately prior to such taking, to the extent that may have been necessary by such condemnation, subject to a pro-rata reduction in rental. Any dispute resulting from Civil Procedure Section 9.3 of this Lease shall be submitted to the American Arbitration Society, whose decision shall be binding on the parties hereto1265.

Eminent Domain. If the wholeleased Premises, or any part thereof, or the whole or any part of the demised premises Property of which they are a part, shall be taken or condemned by any competent authority for any purpose by exercise of the power of eminent domain or condemnation, or by action of the city or other authorities or shall receive any direct or consequential damage for which the Lessor or Lessee shall be entitled to compensation by reason of anything lawfully done in pursuance of any public use or purpose authority after the execution hereof and during the Lease Term, or any extension of renewal thereof, then at the option of either the Lessor or the Lessee, this Lease and said term shall terminate and such option may be exercised in the case of this Lease. TENANT reserves the unto itself the right to prosecute its claim for an award based upon its leasehold interest for any such taking, without impairing any rights of LANDLORD for notwithstanding the taking of or injury to the reversion. In the event that a part entire interest of the demised premises Lessor and the Lessee may have been divested by such taking. Said option to terminate shall be taken exercised by either the Lessor or condemned that the Lessee, by giving a written notice of exercise of such option to terminate in accordance with the notice provisions of this Lease set forth below. Said option to terminate shall not be exercised by either party (a) earlier than the part effective date of taking, nor (b) later than thirty (30) days after the effective date of taking. If this Lease and said term are not so taken includes terminated, then in case of any such taking or destruction of or damage to the building on leased Premises, rendering the demised premises same or any part thereof or (b) the part so taken shall remove from the premises 20% or more unfit for use and occupation, a just proportion of the front depth rent hereinbefore reserved, according to the nature and extent of the parking areas thereofdamage to the leased Premises, or (c) the part so taken shall consist of 25% or more of the total parking area, or (d) such partial taking shall result in cutting off direct access from the demised premises to any adjacent public street or highway, then and in any such event, the TENANT may at any time either prior to or within a period of sixty (60) days after the date when possession of the premises shall be required by the condemning authority elect to terminate this Leasesuspended or abated until, or if any option to purchase the premises is conferred upon the TENANT by any other provision of this Lease, may as an alternative to such termination of this Lease elect to purchase the demised premises in accordance with such purpose option. In the event that TENANT shall fail to exercise any such option to terminate this Lease or to purchase the premises or in the event that a part case of the demised premises shall be taken or condemned under circumstances under which the TENANT will have no such option, then and in either such event the LANDLORD shall, with reasonable promptness, make necessary repairs to and alterations of the improvements on the demised premises for the purpose of restoring the same to an economic architectural unit, susceptible to the same use as that which was in effect immediately prior to such taking, what may remain of the leased Premises, shall have been put in proper condition for use and occupation. The Lessee hereby assigns to the extent Lessor any and all claims and demands for damages on account of any such taking or for compensation for anything lawfully done in pursuance of any public authority, and covenants with the Lessor that may have been necessary by such condemnation, subject the Lessee will from time to a pro-rata reduction in rental. Any dispute resulting from Section 9.3 of this Lease shall be submitted time execute and deliver to the American Arbitration SocietyLessor such further instruments of assignment of any such claims and demands as the Lessor shall request, whose decision shall be binding on provided however that the parties heretoLessee does not assign to the Lessor any claims based upon ▇▇▇▇▇▇'s personal property or other improvements installed by Lessee with Lessor's written permission.

Eminent Domain. 10.1 If the whole, or any part a Taking (as defined below) of all of the demised premises Premises occurs, then this Sublease shall be taken or condemned by any competent authority for any public use or purpose during terminate as of the term date of this Leasesuch Taking. TENANT reserves the unto itself the right to prosecute its claim for an award based upon its leasehold interest for such taking, without impairing any rights If a Taking of LANDLORD for the taking of or injury to the reversion. In the event that a part of the demised premises Premises occurs that materially impedes or interferes with access to the Premises, or materially affects the conduct of Subtenant’s business as theretofore conducted at the Premises, then Subtenant shall have the right to terminate this Sublease by giving notice of such termination to Sublandlord at any time within seventy-five (75) days after Subtenant receives notice of such Taking, which termination shall be effective immediately upon the giving of such notice. Without limiting the generality of the foregoing, any Taking of any portion of the Improvements shall automatically invoke the foregoing termination rights. 10.2 In the event of any such termination, the parties each shall be released from all obligations to the other under this Sublease, other than with respect to liabilities accrued before the date of such Taking or obligations which expressly survive the termination of this Sublease. 10.3 In the event of any such Taking, whether or not a termination results, Sublandlord and Subtenant each shall be entitled to pursue separate claims against the condemning authority in accordance with their respective interests. 10.4 If a Taking of a part of the Premises occurs that does not materially impede or interfere with access to the Premises and does not materially affect the conduct of Subtenant’s business as theretofore conducted at the Premises, then this Sublease shall continue in full force and effect, with the rent abated in the same proportion as the land area taken or condemned that bears to the total land area subject to this Sublease, in which case (a) Subtenant shall restore the part so taken includes Improvements to an architectural unit that, to the building on extent feasible under the demised premises or circumstances and to the extent of any part thereof or award received with respect to the Taking, is equivalent to the value of the improvements as they were before the Taking, and (b) the part so taken term Premises shall remove from thereafter be understood to refer only to the premises 20% or more portion of the front depth of the parking areas thereof, or (c) the part Premises not so taken shall consist of 25% or more of the total parking area, or (d) such partial taking shall result in cutting off direct access from the demised premises to any adjacent public street or highway, then and in any such event, the TENANT may at any time either prior to or within a period of sixty (60) days after the date when possession of the premises shall be required by the condemning authority elect to terminate this Lease, or if any option to purchase the premises is conferred upon the TENANT by any other provision appropriated. 10.5 For purposes of this LeaseSection, may as an alternative to such termination of this Lease elect to purchase the demised premises in accordance with such purpose option. In the event that TENANT shall fail to exercise any such option to terminate this Lease or to purchase the premises or in the event that a part of the demised premises shall be taken or condemned under circumstances under which the TENANT will have no such option, then and in either such event the LANDLORD shall, with reasonable promptness, make necessary repairs to and alterations of the improvements on the demised premises for the purpose of restoring the same to an economic architectural unit, susceptible to the same use as that which was in effect immediately prior to such taking, to the extent that may have been necessary by such condemnation, subject to a pro-rata reduction in rental. Any dispute resulting from Section 9.3 of this Lease shall be submitted to the American Arbitration Society, whose decision shall be binding on the parties hereto.“

Eminent Domain. If the whole, whole or any part of the demised premises shall be taken acquired or condemned by any competent authority Eminent Domain for any public or quasi public use or purpose during purpose, then and in that event, the term of this Leaselease shall cease and terminate from the date of title vesting in such proceeding and Tenant shall have no claim for the value of any unexpired term of said lease. TENANT reserves the unto itself Tenant shall have the right to prosecute its make an independent claim for an award based upon its leasehold interest for such taking, without impairing any rights of LANDLORD to the condemning authority for the taking value of or injury Tenant’s moving expenses and personal property, trade fixtures and equipment, provided Tenant is entitled pursuant to the reversion. In the event that a part terms of the demised premises lease to remove such property, trade fixtures and equipment at the end of the term, and provided further such claim does not reduce Owner’s award. Assignment, Mortgage, Etc.: 11. Tenant, for itself, its heirs, distributees, executors, administrators, legal representatives, successors and assigns, expressly covenants that it shall be taken not assign, mortgage or condemned that (a) the part so taken includes the building on encumber this agreement, nor underlet, or suffer or permit the demised premises or any part thereof or (b) to be used by others, without the part so taken shall remove from the premises 20% or more prior written consent of Owner in each instance. Transfer of the front depth majority of the parking areas thereofstock of a corporate Tenant or the majority interest in any partnership or other legal entity which is Tenant shall be deemed an assignment. If this lease be assigned, or (c) the part so taken shall consist of 25% or more of the total parking area, or (d) such partial taking shall result in cutting off direct access from if the demised premises or any part thereof be underlet or occupied by anybody other than Tenant, Owner may, after default by Tenant, collect rent from the assignee, undertenant or occupant, and apply the net amount collected to the rent herein reserved, but no such assignment, underletting occupancy or collection shall be deemed a waiver of this covenant, or the acceptance of the assignee, undertenant or occupant as tenant, or a release of Tenant from the further performance by Tenant of covenants on the part of Tenant herein contained .The consent by Owner to an assignment or underletting shall not in any way be construed to relieve Tenant from obtaining the express consent in writing of Owner to any adjacent public street further assignment or highwayunderletting. Electric Current: 12. Rates and conditions in respect to submetering or rent inclusion, then as the case may be, to be added in RIDER attached hereto. Tenant covenants and agrees that at all times its use of electric current shall not exceed the capacity of existing feeders to the building or the risers or wiring installation, and Tenant may not use any electrical equipment which, in any Owner’s opinion, reasonably exercised, will overload such event, installations or interfere with the TENANT may use thereof by other tenants of the building. The change at any time either prior to or within a period of sixty (60) days after the date when possession of the premises character of electric service shall in no way make Owner liable or responsible to Tenant, for any loss, damages or expenses which Tenant may sustain. Access to Premises: 13. Owner or Owner’s agents shall have the right (but shall not be required by the condemning authority elect obligated) to terminate this Lease, or if any option to purchase the premises is conferred upon the TENANT by any other provision of this Lease, may as an alternative to such termination of this Lease elect to purchase enter the demised premises in accordance with any emergency at any time, and, at other reasonable times, to examine the same and to make such purpose option. In repairs, replacements and improvements as Owner may deem necessary and reasonably desirable to any portion of the event that TENANT shall fail building, or which Owner may elect to exercise any such option to terminate this Lease or to purchase the premises or perform in the event that a part of the demised premises shall be taken after Tenant’s failure to make repairs, or condemned perform any work which Tenant is obligated to perform under circumstances under which the TENANT will have no such optionthis lease, then and in either such event the LANDLORD shall, with reasonable promptness, make necessary repairs to and alterations of the improvements on the demised premises or for the purpose of restoring complying with laws, regulations and other directions of governmental authorities. Tenant shall permit Owner to use, maintain and replace pipes, ducts, and conduits in and through the demised premises, and to erect new pipes, and conduits therein provided, wherever possible, that they are within walls or otherwise concealed. Owner may, during the progress of any work in the demised premises, take all necessary materials and equipment into said premises without the same constituting an eviction, nor shall Tenant be entitled to any abatement of rent while such work is in progress, nor to any damages by reason of loss or interruption of business or otherwise. Throughout the term hereof Owner shall have the right to enter the demised premises at reasonable hours for the purpose of showing the same to an economic architectural unit, susceptible to prospective purchasers or mortgagees of the building and during the last six (6) months of the term for the purpose of showing the same use as that to prospective tenants, and may, during said six (6) months period, place upon the demised premises the usual notices “To Let” and “For Sale” which was notices Tenant shall permit to remain thereon without molestation. lf Tenant is not present to open and permit an entry into the demised premises, Owner or Owner’s agents may enter the same whenever such entry may be necessary or permissible by master key or forcibly, and provided reasonable care is exercised to safeguard Tenant’s property, such entry shall not render Owner or its agents liable therefore, nor in any event shall the obligations of Tenant hereunder be affected. If during the last month of the term Tenant shall have removed all or substantially all of Tenant’s property therefrom, Owner may immediately enter, alter, renovate or redecorate the demised premises without limitation or abatement of rent or incurring liability to Tenant for any compensation, and such act shall have no effect immediately prior to such taking, to the extent that may have been necessary by such condemnation, subject to a pro-rata reduction in rental. Any dispute resulting from Section 9.3 of on this Lease shall be submitted to the American Arbitration Society, whose decision shall be binding on the parties heretolease or Tenant’s obligation hereunder.

Eminent Domain. If the whole, or any part of the demised premises shall be taken or condemned by any competent authority for any public use or purpose during the term of this Lease. TENANT reserves the unto itself the right to prosecute its claim for an award based upon its leasehold interest for such taking, without impairing any rights of LANDLORD for the taking of or injury to the reversion. 25.1 In the event that a part of the demised premises shall be taken or condemned that (a) the part so taken includes the building on the demised premises or any part thereof whole of all Affected Areas or (b) the such part so taken thereof as shall remove from the premises 20% or more substantially interfere with Tenant’s use and occupancy of the front depth Premises for the Permitted Use shall be taken for any public or quasi-public purpose by any lawful power or authority by exercise of the right of appropriation, condemnation or eminent domain, or sold to prevent such taking, Tenant or Landlord may terminate this Lease effective as of the date possession is required to be surrendered to such authority, except with regard to (y) items occurring prior to the taking and (z) provisions of this Lease that, by their express terms, survive the expiration or earlier termination hereof. 25.2 In the event of a partial taking of (a) the Building or the Project or (b) drives, walkways or parking areas thereofserving the Building or the Project for any public or quasi-public purpose by any lawful power or authority by exercise of right of appropriation, condemnation, or (c) the part so taken shall consist of 25% eminent domain, or more sold to prevent such taking, then, without regard to whether any portion of the total parking areaPremises occupied by Tenant was so taken, or (d) such partial taking shall result in cutting off direct access from the demised premises to any adjacent public street or highway, then and in any such event, the TENANT Landlord may at any time either prior to or within a period of sixty (60) days after the date when possession of the premises shall be required by the condemning authority elect to terminate this Lease, or if any option Lease (except with regard to purchase (a) items occurring prior to the premises is conferred upon the TENANT by any other provision of this Lease, may as an alternative to such termination taking and (b) provisions of this Lease elect that, by their express terms, survive the expiration or earlier termination hereof) as of such taking if such taking is, in Landlord’s sole opinion, of a material nature such as to purchase make it uneconomical to continue use of the demised premises unappropriated portion for purposes of renting office or laboratory space. 25.3 To the extent permitted under all applicable Loan Documents or otherwise consented to by any and all Lenders whose consent is required thereunder, Tenant shall be entitled to any award that is specifically awarded as compensation for (a) the taking of Tenant’s personal property that was installed at Tenant’s expense and (b) the costs of Tenant moving to a new location. Except as set forth in accordance with the previous sentence, any award for such purpose optiontaking shall be the property of Landlord. 25.4 If, upon any taking of the nature described in this Article, this Lease continues in effect, then Landlord shall promptly proceed to restore the Affected Areas to substantially their same condition prior to such partial taking. In To the extent such restoration is infeasible, as determined by Landlord in its sole and absolute discretion, the Rent shall be decreased proportionately to reflect the loss of any portion of the Premises no longer available to Tenant. Notwithstanding anything to the contrary contained in this Article, Landlord shall not be required to restore the Affected Areas to the extent that Landlord is prohibited from doing so by any applicable Loan Document or any Lender whose consent is required thereunder withholds its consent. 25.5 This Article sets forth the terms and conditions upon which this Lease may terminate in the event that TENANT shall fail to exercise of any such option taking by condemnation or eminent domain. Accordingly, the parties hereby waive the provisions of California Code of Civil Procedure Sections 1230.010 and 1265.130 (and any successor statutes) permitting the parties to terminate this Lease as a result of any taking by condemnation or to purchase the premises or in the event that a part of the demised premises shall be taken or condemned under circumstances under which the TENANT will have no such option, then and in either such event the LANDLORD shall, with reasonable promptness, make necessary repairs to and alterations of the improvements on the demised premises for the purpose of restoring the same to an economic architectural unit, susceptible to the same use as that which was in effect immediately prior to such taking, to the extent that may have been necessary by such condemnation, subject to a pro-rata reduction in rental. Any dispute resulting from Section 9.3 of this Lease shall be submitted to the American Arbitration Society, whose decision shall be binding on the parties heretoeminent domain.

Eminent Domain. If In the wholeevent that the premises or any part thereof shall at any time after the execution of this Lease be taken for public or quasi public use in condemnation proceedings or by exercise of any right of eminent domain, or if following the adoption of any resolution, ordinance or other law expressing an intent by any public authority to appropriate or authorize the acquisition of the whole or any part of the demised premises, Lessor and such public authority shall agree upon a purchase of the subject premises by the public authority (all such proceedings being collectively referred to herein as a "taking"), the Lessee shall not be entitled to claim, or have paid to the Lessee any compensation or damages whatsoever for or on account of any loss, injury, damage, or taking of any right, interest or estate of the Lessee and Lessee hereby relinquishes to Lessor any rights to any such damages but the Lessor shall be taken or condemned by any competent authority for any public use or purpose during the term of this Lease. TENANT reserves the unto itself the right entitled to prosecute its claim for an award based upon its leasehold interest for such taking, without impairing any rights of LANDLORD and have paid to it for the use and benefit of the Lessor all compensation and/or damages for and/or on account of and/or arising out of such taking and/or condemnation without deduction from the amount thereof for or on account of any right, title, interest or estate of the Lessee in or to said property. In case of any such taking referred to in this Article then if and when there is taking of or injury to the reversion. In the event that a part of the demised premises shall be taken or condemned that (a) the part so taken includes the building on the demised premises or any part thereof or (b) the part so taken shall remove which prevents Lessee from the premises 20% or more of the front depth of the parking areas thereof, or (c) the part so taken shall consist of 25% or more of the total parking area, or (d) such partial taking shall result in cutting off direct access from the demised premises to any adjacent public street or highway, then and in any such event, the TENANT may at any time either prior to or within a period of sixty (60) days after the date when possession of the premises shall be required by the condemning authority elect to terminate this Lease, or if any option to purchase the premises is conferred upon the TENANT by any other provision of this Lease, may conducting its business as an alternative to such termination of this Lease elect to purchase the demised premises in accordance with such purpose option. In the event that TENANT shall fail to exercise any such option to terminate this Lease or to purchase the premises or in the event that a part of the demised premises shall be taken or condemned under circumstances under which the TENANT will have no such option, then and in either such event the LANDLORD shall, with reasonable promptness, make necessary repairs to and alterations of the improvements on the demised premises for the purpose of restoring the same to an economic architectural unit, susceptible to the same use as that which was in effect immediately it had been conducted prior to such taking, then either the Lessor or the Lessee may cancel and terminate this Lease as to the extent that may have been necessary whole of the premises by giving notice to the other party within thirty (30) days after such condemnation, subject taking of such intention to a pro-rata reduction in rentalterminate. Any dispute resulting from Section 9.3 of If this Lease is not terminated as above provided for following any said takings, then the Lessor shall be submitted to repair the American Arbitration Society, whose decision shall be binding on the parties heretopremises at its sole expense.

Eminent Domain. If 9.01 In the whole, event that the Demised Premises or any part of the demised premises thereof shall be taken in condemnation proceedings or condemned by the exercise of any competent right of eminent domain or by agreement between Landlord on the one hand and any governmental authority authorized to exercise such right on the other hand for a period in excess of the shorter of (i) one year, and (ii) the balance of the term remaining under this Lease, Landlord shall be entitled to collect from any condemnor the entire award or awards that may be made in any such proceeding without deduction therefrom for any public use estate hereby vested in or purpose owned by Tenant, to be paid out as in this Article provided and except as provided in Section 9.04 hereof. Tenant hereby expressly assigns to Landlord all of its right, title and interest in or to every such award and also agrees to execute any and all further documents that may be required in order to facilitate the collection thereof by Landlord. (a) At any time during the term of this Lease. TENANT reserves the unto itself the right Lease if title to prosecute its claim for an award based upon its leasehold interest for such taking, without impairing any rights of LANDLORD for the taking of or injury to the reversion. In the event that a part of the demised premises shall be taken or condemned that (a) the part so taken includes the building on the demised premises or any part thereof or (b) the part so taken shall remove from the premises 20% or more of the front depth Land shall be taken in condemnation proceedings or by the exercise of any right to eminent domain or by agreement between Landlord on the parking areas thereofone hand and any governmental authority authorized to exercise such right on the other hand, Landlord or Tenant shall have the right to terminate this Lease by written notice to the other party within 30 days after the taking. In the event a notice of termination shall be given pursuant to the immediately-preceding sentence, this Lease shall terminate and expire on the date of such taking, and the Net Rent and additional rent provided to be paid by Tenant shall be apportioned and paid to the date of such taking. (cb) At any time during the part so taken shall consist term of 25this Lease if title to the Building or 40% or more of the total parking areaLand shall be taken in condemnation proceedings or by the exercise of any right to eminent domain or by agreement between Landlord on the one hand and any governmental authority authorized to exercise such right on the other hand, this Lease shall terminate and expire on the date of such taking and the Net Rent and additional rent provided to be paid by Tenant shall be apportioned and paid to the date of such taking. 9.03 If this Lease does not terminate under Section 9.02, this Lease shall continue in full force and effect, and the Net Rent apportioned to the part taken shall be prorated and adjusted as of the date of taking, and from such date the Net Rent and additional rent shall be reduced to the amount apportioned to the remainder of the Demised Premises. 9.04 Notwithstanding the foregoing provisions of this Article and subject to the interest of any mortgagee of Landlord, Tenant shall be entitled separately to appear, claim, prove and receive in the proceedings relating to any such taking such portion of each award made therein as represents the then value of Tenant's property, if any, and/or the costs of relocating, if any are granted, provided any such award is separately payable to Tenant and the same does not reduce Landlord's or (d) any mortgagee's award. 9.05 In the event of any such partial taking shall which does not result in cutting off direct access from the demised premises to any adjacent public street or highway, then and in any such event, the TENANT may at any time either prior to or within a period of sixty (60) days after the date when possession of the premises shall be required by the condemning authority elect to terminate this Lease, or if any option to purchase the premises is conferred upon the TENANT by any other provision termination of this Lease, may as an alternative Landlord, at its expense, shall proceed with reasonable diligence to such termination of this Lease elect to purchase repair, alter and restore the demised premises in accordance with such purpose option. In the event that TENANT shall fail to exercise any such option to terminate this Lease or to purchase the premises or in the event that a remaining part of the demised premises shall be taken or condemned under circumstances under which the TENANT will have no such option, then and in either such event the LANDLORD shall, with reasonable promptness, make necessary repairs Demised Premises to and alterations of the improvements on the demised premises for the purpose of restoring substantially the same to an economic architectural unit, susceptible to the same use condition as that which it was in effect immediately prior to such taking, taking to the extent that the same may have been necessary by such condemnationbe feasible, subject so as to constitute a pro-rata reduction in rental. Any dispute resulting from tenantable Demised Premises, provided that Landlord's liability under this Section 9.3 of this Lease shall be submitted limited to the American Arbitration Society, whose decision shall be binding on net amount received by Landlord from the parties heretoaward arising out of such taking.

Eminent Domain. If the whole, whole or any part substantial part, in Lessor’s discretion of the demised premises shall Premises should be taken or condemned by any competent authority for any public or quasi-public use under governmental law, ordinance or purpose regulation, or by right of eminent domain, or by private purchase in lieu thereof (a “Taking”), this Lease shall terminate and the Rent shall be abated during the term of this Lease. TENANT reserves the unto itself the right to prosecute its claim for an award based upon its leasehold interest for such taking, without impairing any rights of LANDLORD for the taking of or injury to the reversion. In the event that a part of the demised premises shall be taken or condemned that (a) the part so taken includes the building on the demised premises or any part thereof or (b) the part so taken shall remove from the premises 20% or more of the front depth of the parking areas thereof, or (c) the part so taken shall consist of 25% or more of the total parking area, or (d) such partial taking shall result in cutting off direct access from the demised premises to any adjacent public street or highway, then and in any such event, the TENANT may at any time either prior to or within a period of sixty (60) days after the date when possession of the premises shall be required by the condemning authority elect to terminate this Lease, or if any option to purchase the premises is conferred upon the TENANT by any other provision unexpired portion of this Lease, may as an alternative to such termination effective when the physical taking of this Lease elect to purchase the demised premises in accordance with such purpose optionPremises shall occur. In the event that TENANT shall fail to exercise any such option to terminate this Lease or to purchase the premises or in the event that If there is a Taking of less than a substantial part of the demised premises Premises, this Lease shall be taken or condemned under circumstances under which not terminate, but the TENANT will have no such option, then and in either such event Base Rent payable hereunder during the LANDLORD shall, with reasonable promptness, make necessary repairs to and alterations of the improvements on the demised premises for the purpose of restoring the same to an economic architectural unit, susceptible to the same use as that which was in effect immediately prior to such taking, to the extent that may have been necessary by such condemnation, subject to a pro-rata reduction in rental. Any dispute resulting from Section 9.3 unexpired portion of this Lease shall be submitted reduced to such extent as may be fair and reasonable under all of the circumstances. In the event of any such Taking, Lessor and Lessee shall each be entitled to receive and retain such separate awards and/or portion of lump sum awards as may be allocated to their respective interests in any condemnation proceedings. Lessor shall be entitled to any award and all damages payable as a result of any condemnation or taking of the fee of the Premises. Lessee shall have the right to claim and recover from the condemning authority, but not from Lessor, such compensation as may be separately awarded or recoverable by Lessee in Lessee’s own right on account of any and all damage to the American Arbitration SocietyTerminal Facilities and/or Lessee’s business by reason of the condemnation, whose decision shall including loss of value of any unexpired portion of the Term, and for or on account of any cost or loss to which Lessee might be binding on put in removing Lessee’s personal property, fixtures, leasehold improvements and equipment, including, without limitation, the parties heretoTerminal Facilities, from the Premises.

Eminent Domain. If the whole, all or any part of the demised premises Premises or any parking area or the entrances for egress or ingress shall be taken or condemned by any competent authority for any public use or purpose during such that the term way in which Tenant conducts business is affected in a material way, then the Term shall, at the sole option of Tenant, end as of the day prior to the date of any actual taking. If the Premises may not reasonably be used for the purpose contemplated by the Lease following any taking, Tenant, in its discretion, may terminate this Lease. TENANT reserves the unto itself the right Tenant shall be entitled to prosecute its claim funds awarded it for an award based upon moving expenses, business interruption, loss of its leasehold interest interest, exclusive of Landlord’s interest, and for such taking, all costs and expenses it is entitled to under law. If not terminated by Tenant this Lease shall otherwise remain in full force and effect without impairing apportionment to Tenant of any rights portion of LANDLORD for the taking of award or injury damages made solely to Landlord and Landlord shall make the necessary repairs and alterations to the reversionextent of any award to be received by Landlord. Notwithstanding the aforegoing, Tenant may apply for and seek its own separate award for a partial taking as provided herein and at law. In the event that of a part of the demised premises termination pursuant to this Section 10.2, Rent shall be taken or condemned that (a) the part so taken includes the building on the demised premises or any part thereof or (b) the part so taken shall remove from the premises 20% or more of the front depth of the parking areas thereof, or (c) the part so taken shall consist of 25% or more of the total parking area, or (d) such partial taking shall result in cutting off direct access from the demised premises apportioned to any adjacent public street or highway, then and in any such event, the TENANT may at any time either prior to or within a period of sixty (60) days after the date when possession of the premises such taking. Landlord shall be required by the condemning authority elect attempt to terminate provide in existing and future financing documents that it may receive condemnation proceeds with a right to rebuild as provided under this Lease, or if any option to purchase the premises is conferred upon the TENANT by any other provision of this Lease, may as an alternative to such termination of this Lease elect to purchase the demised premises in accordance with such purpose option. In the event that TENANT shall fail to exercise any such option to terminate this Lease or to purchase the premises or in the event that a part of the demised premises shall be taken or condemned under circumstances under which the TENANT will have no such option, then and in either such event the LANDLORD shall, with reasonable promptness, make necessary repairs to and alterations of the improvements on the demised premises for the purpose of restoring the same to an economic architectural unit, susceptible to the same use as that which was in effect immediately prior to such taking, to the extent that may have been necessary by such condemnation, subject to a pro-rata reduction in rental. Any dispute resulting from Section 9.3 of this Lease shall be submitted to the American Arbitration Society, whose decision shall be binding on the parties hereto.

Eminent Domain. If In the wholeevent the Premises, the Building or any part of the demised premises thereof shall be taken or condemned for public purposes by any competent authority authority, except as otherwise provided herein, the entire compensation awarded therefor shall belong to the Landlord, without any deduction therefrom for any public use present or purpose during future estate of Tenant; provided; however, that in the term event more than twenty (20%) percent of this Lease. TENANT reserves the unto itself Premises shall be so taken or condemned, then either the right to prosecute its claim for an award based Landlord or Tenant shall have the option of terminating the Lease upon its leasehold interest for such taking, without impairing any rights of LANDLORD for the taking of or injury giving to the reversion. In the event that a part other written notice of the demised premises shall be taken or condemned that such election within thirty (a) the part so taken includes the building on the demised premises or any part thereof or (b) the part so taken shall remove from the premises 20% or more of the front depth of the parking areas thereof, or (c) the part so taken shall consist of 25% or more of the total parking area, or (d) such partial taking shall result in cutting off direct access from the demised premises to any adjacent public street or highway, then and in any such event, the TENANT may at any time either prior to or within a period of sixty (6030) days after the date when possession of the premises shall be required part condemned has been taken by proper authorities, whereupon the condemning authority elect to terminate this Lease, or if any option to purchase the premises is conferred upon the TENANT by any other provision of this Lease, may as an alternative to such termination of this Lease elect to purchase the demised premises in accordance with such purpose option. In the event that TENANT shall fail to exercise any such option to terminate this Lease or to purchase the premises or in the event that a part of the demised premises shall be taken or condemned under circumstances under which the TENANT will have no such option, then and in either such event the LANDLORD shall, with reasonable promptness, make necessary repairs to and alterations of the improvements on the demised premises for the purpose of restoring the same to an economic architectural unit, susceptible to the same use as that which was in effect immediately prior to such taking, to the extent that may have been necessary by such condemnation, subject to a pro-rata reduction in rental. Any dispute resulting from Section 9.3 Term of this Lease shall be submitted terminated as of the date on which possession is so taken. If neither Landlord nor Tenant so elects to terminate the Lease, then Landlord at its own expense shall repair and restore the Premises not affected by the taking to its former condition as the circumstances will permit so that the remaining premises constitute a complete architectural unit. If the award is insufficient to pay for the restoration, Landlord shall be responsible for the remaining cost and expense of such restoration, provided, however, that Landlord shall in no event be required to expend any of its own funds for repairs or alterations which constitute Tenant’s Alterations, Tenant’s Removable Trade Fixtures, and Tenant’s fixtures. During any period of time that, by reason of such taking or condemnation, there is any material interference with access to the American Arbitration SocietyPremises, whose decision there shall be binding on a fair and equitable abatement of the parties heretorent payable hereunder, taking into account the extent to which Tenant’s operations may thereby be interfered with. Tenant shall have the right to make any claims allowed by the laws of the State of Florida against the condemning authority for the following: (a) the value or cost of its fixtures, equipment and other personalty; (b) its relocation expenses; and (c) the cost of any leasehold improvements made by Tenant in and to the Premises less the amount of the Tenant Improvement Allowance. Notwithstanding anything to the contrary set forth in this Section 16, in the event only one award is given, then Tenant shall have the right to share in such award relative to the aforesaid claims.

Eminent Domain. 11.1 If all or substantially all of the wholeProject shall be taken for any public or quasi- public use under any statute, by right of eminent domain or by transfer or purchase in lieu thereof (the “Condemnation Proceedings”), this Lease shall automatically terminate on the date title passes to or possession is taken by the taking authority, whichever occurs first. For purposes of this Section 11, “substantially all” of the Project shall be deemed taken if more than fifty (50%) of the Premises Improvements are untenantable by Residents as a result of the Condemnation Proceeding. Notwithstanding any provision of this Lease or the Master Concession Agreement to the contrary, a termination pursuant to this Section 11.1 shall not give rise to any obligation on the part of the demised premises BOR to pay any Early Termination Amount. 11.2 To the extent permitted by law, in the event of a taking in a Condemnation Proceeding which results in the termination of this Lease pursuant to Section 11.1, the BOR and the Concessionaire shall cooperate in the defense in the Condemnation Proceedings, provided that in any Condemnation Proceeding the sole legal counsel for the BOR shall be taken or condemned by any competent authority for any public use or purpose during the term of this Lease. TENANT reserves the unto itself the right to prosecute its claim for an award based upon its leasehold interest for such taking, without impairing any rights of LANDLORD for the taking of or injury to the reversion. In the event that a part Attorney General of the demised premises State of Georgia (the “Attorney General”) or a Special Assistant Attorney General so appointed by the Attorney General (which may include counsel recommended by the Concessionaire at the Attorney General’s sole and absolute discretion). Any settlement involving the BOR must be approved in writing by the BOR and the Attorney General to be effective. The condemnation award and/or proceeds of the Condemnation Proceeding shall be taken or condemned that payable as follows: 11.2.1 the BOR shall be entitled to claim and recover from the condemning authority the fair market value of (a) the part so taken includes the building on the demised premises or any part thereof or Premises Improvements and (b) the part so taken shall remove from the premises 20% or more of the front depth of the parking areas thereoffee estate in Premises, or as if (ci) the part so taken shall consist of 25% Premises were unimproved but encumbered by this Lease and (ii) no condemnation was pending, threatened or more of under consideration; 11.2.2 the total parking area, or (d) such partial taking shall result in cutting off direct access from the demised premises to any adjacent public street or highway, then and in any such event, the TENANT may at any time either prior to or within a period of sixty (60) days after the date when possession of the premises Concessionaire shall be required by entitled to claim and recover from the condemning authority elect an amount equal to the value of its interest in the Premises Improvements for the remainder of the Lease Term; and 11.2.3 the balance of the award, if any, shall be paid to the BOR. 11.3 If less than substantially all of the Project is taken (a “Partial Taking”), this Lease shall remain in full force and effect; provided, however, that on the date of such Partial Taking this Lease shall terminate this Leaseas to the portion of the Project taken, which portion shall no longer be deemed part of the Project. Whether or if any option not the award for a Partial Taking is sufficient to purchase restore the premises is conferred upon Premises Improvements, the TENANT by any other provision Concessionaire shall promptly restore the Premises Improvements, to the extent reasonably practicable given the nature and scope of the Partial Taking, to their condition immediately prior to such Partial Taking in accordance with the provisions of this Lease, may the Master Concession Agreement and the Project Operating Agreement, and to a standard and quality no less than the construction of the original Improvements (the “Condemnation Restoration”). If the Partial Taking includes any of the Premises Improvements, the award shall first be applied by the Concessionaire to effect the Condemnation Restoration. The balance of the award (if any) shall be allocated between the BOR and the Concessionaire as follows: 11.3.1 the BOR shall be entitled to an alternative amount equal to such termination of this Lease elect to purchase the demised premises in accordance with such purpose option. In the event that TENANT shall fail to exercise any such option to terminate this Lease or to purchase the premises or diminution in the event that a part value of its fee estate in the Premises; 11.3.2 the Concessionaire shall be entitled to an amount equal to the diminution in the value of the demised premises Premises Improvements; and 11.3.3 the balance of the award, if any, shall be taken or condemned under circumstances under which the TENANT will have no such option, then and in either such event the LANDLORD shall, with reasonable promptness, make necessary repairs to and alterations of the improvements on the demised premises for the purpose of restoring the same to an economic architectural unit, susceptible paid to the same use as that which was in effect immediately prior to such taking, to the extent that may have been necessary by such condemnation, subject to a pro-rata reduction in rental. Any dispute resulting from Section 9.3 of this Lease shall be submitted to the American Arbitration Society, whose decision shall be binding on the parties heretoBOR.

Eminent Domain. If If, prior to the wholeClosing Date, any Seller receives notice that a material portion of one of its Properties (or access or other material rights in connection therewith) as would, in Purchaser’s reasonable judgment, materially adversely affect the operation of such Property or uses of such Property is, or any part has been threatened in writing by a governmental authority of competent jurisdiction, to be taken by condemnation or eminent domain, such Seller shall promptly notify Purchaser, and at the election of Purchaser this Agreement shall, upon the giving of Notice of such event or of the demised premises condemning authorities’ intention so to take such Property, either (i) terminate with respect only to the impacted Property, but the Closing shall proceed with respect to the remaining Properties (with the Purchase Price reduced by the Allocated Purchase Price of the impacted Property) or (ii) terminate in its entirety. If Purchaser does not elect to terminate this Agreement prior to the Closing Date, on the Closing Date all of the proceeds of any award or payment made or to be made by reason of such taking shall be taken or condemned assigned by such Seller to Purchaser, and any competent authority for any public use or purpose during money theretofore received by such Seller in connection with such taking shall be paid over to Purchaser, whereupon Purchaser shall pay the term Purchase Price without abatement by reason of this Lease. TENANT reserves the unto itself the right to prosecute its claim for an award based upon its leasehold interest for such taking. Such Seller shall not settle, without impairing agree to, or accept any rights of LANDLORD for the award or payment in connection with a taking of or injury to the reversion. In the event that a part less than all of the demised premises Property without obtaining Purchaser’s prior written consent in each case, which consent shall not be taken unreasonably withheld or condemned delayed. As used in this Section, “material portion,” “material rights” or “materially adversely affect” means, with respect to a Property, a taking or condemnation that (a) the part so taken includes the building on the demised premises would reduce available parking below that required by, or in general cause a violation of, any Legal Requirements or any part thereof or Permitted Exceptions, (b) the part so taken shall remove from the premises 20% or more would result in a condemnation award reasonably estimated to exceed ten percent (10%) of the front depth of the parking areas thereofsuch Property’s Allocated Amount, or (c) would result in a condemnation award that, when combined with the part so taken shall consist amount of 25% all other condemnation awards for takings or more condemnations affecting any of the total parking areaother Properties, or would reasonably be estimated to exceed two and one-half percent (2.5%) of the Purchase Price, (d) such partial taking shall result in cutting off direct would impair reasonable access from to the demised premises Property without comparable substitute access acceptable to Purchaser being available or (e) would give any adjacent public street or highway, then and in any such event, Required Tenant the TENANT may at any time either prior to or within a period of sixty (60) days after the date when possession of the premises shall be required by the condemning authority elect right to terminate this Lease, or if any option to purchase the premises is conferred upon the TENANT its Lease (which right has not then been waived in writing by any other provision of this Lease, may as an alternative to all such termination of this Lease elect to purchase the demised premises in accordance with such purpose option. In the event that TENANT shall fail to exercise any such option to terminate this Lease or to purchase the premises or in the event that a part of the demised premises shall be taken or condemned under circumstances under which the TENANT will have no such option, then and in either such event the LANDLORD shall, with reasonable promptness, make necessary repairs to and alterations of the improvements on the demised premises for the purpose of restoring the same to an economic architectural unit, susceptible to the same use as that which was in effect immediately prior to such taking, to the extent that may have been necessary by such condemnation, subject to a pro-rata reduction in rental. Any dispute resulting from Section 9.3 of this Lease shall be submitted to the American Arbitration Society, whose decision shall be binding on the parties heretoRequired Tenants).

Eminent Domain. If the wholeleased premises, or any part thereof or the whole or any part of the demised premises building of which they are a part, shall be taken or condemned by any competent authority for any purpose by exercise of the power of eminent domain or condemnation, or by action of the city or other authorities or shall receive any direct or consequential damage for which the Lessor or Lessee shall be entitled to compensation by reason of anything lawfully done in pursuance of any public use authority after the execution hereof and during said term, or purpose during any extension or renewal thereof then at the option of either the Lessor or the Lessee, this lease and said term shall terminate and such option may be exercised in the case of this Lease. TENANT reserves the unto itself the right to prosecute its claim for an award based upon its leasehold interest for any such taking, without impairing any rights of LANDLORD for notwithstanding the taking of or injury to the reversion. In the event that a part entire interest of the demised premises Lessor and the Lessee may have been divested by such taking. Said option to terminate shall be taken exercised by either the Lessor or condemned that the Lessee, by giving a written notice of exercise of such option to terminate in the manner described in Section 18 of this lease, Said option to terminate shall not be exercised by either party (a) earlier than the part effective date of taking nor (b) later than thirty (30) days after the effective date of taking. The mailing of the notice of exercise as set forth hereinabove shall be deemed to be the exercise of said option; and upon the giving of such notice, this lease shall be terminated as of the date of the taking. If this lease and said term are not so taken includes terminated, then in case of any such taking or destruction of or damage to the building on leased premises, rendering the demised premises same or any part thereof or (b) the part so taken shall remove from the premises 20% or more unfit for use and occupation, a just proportion of the front depth rent hereinbefore reserved, according to the nature and extent of the parking areas thereofdamage to the leased premises, or (c) the part so taken shall consist of 25% or more of the total parking area, or (d) such partial taking shall result in cutting off direct access from the demised premises to any adjacent public street or highway, then and in any such event, the TENANT may at any time either prior to or within a period of sixty (60) days after the date when possession of the premises shall be required by the condemning authority elect to terminate this Leasesuspended or abated until, or if any option to purchase the premises is conferred upon the TENANT by any other provision of this Lease, may as an alternative to such termination of this Lease elect to purchase the demised premises in accordance with such purpose option. In the event that TENANT shall fail to exercise any such option to terminate this Lease or to purchase the premises or in the event that a part case of the demised premises shall be taken or condemned under circumstances under which the TENANT will have no such option, then and in either such event the LANDLORD shall, with reasonable promptness, make necessary repairs to and alterations of the improvements on the demised premises for the purpose of restoring the same to an economic architectural unit, susceptible to the same use as that which was in effect immediately prior to such taking, what may remain of the leased premises, shall have been put in proper condition for use and occupation. The Lessee hereby assigns to the extent Lessor any and all claims and demands for damages on account of any such taking or for compensation for anything lawfully done in pursuance of any public authority, and covenants with the Lessor that may have been necessary by such condemnation, subject the Lessee will from time to a pro-rata reduction in rental. Any dispute resulting from Section 9.3 of this Lease shall be submitted time execute and deliver to the American Arbitration SocietyLessor such further instruments of assignment of any such claims and demands as the Lessor shall request, whose decision shall be binding on provided however that the parties heretoLessee does not assign to the Lessor any claim based upon ▇▇▇▇▇▇'s personal property or other improvements installed by Lessee with Lessor's written permission.

Eminent Domain. If the whole, or any part of the demised premises shall be taken or condemned by any competent authority for any public use or purpose during the term of this Lease. , TENANT reserves the unto itself the right to prosecute its claim for an award based upon its leasehold interest for such taking, without impairing any rights of LANDLORD for the taking of or injury to the reversion. In the event that a part of the demised premises shall be taken or condemned that (a) the part so taken includes the building on the demised premises or any part thereof or (b) the part so taken shall remove from the premises 20% or more of the front depth of the parking areas thereof, or (c) the part so taken shall consist of 25% or more of the total parking area, or (d) such partial taking shall result in cutting off direct access from the demised premises to any adjacent public street or highway, then and in any such event, the TENANT may at any time either prior to or within a period of sixty (60) days after the date when possession of the premises shall be required by the condemning authority elect to terminate this Lease, or if any option to purchase the premises is conferred upon the TENANT by any other provision of this Lease, may as an alternative to such termination of this Lease elect to purchase the demised premises in accordance with such purpose option. In the event that TENANT shall fail to exercise any such option to terminate this Lease or to purchase the premises or in the event that a part of the demised premises shall be taken or condemned under circumstances under which the TENANT will have no such option, then and in either such event the LANDLORD shall, with reasonable promptness, make necessary repairs to and alterations of the improvements on the demised premises for the purpose of restoring the same to an economic architectural unit, susceptible to the same use as that which was in effect immediately prior to such taking, to the extent that may have been necessary by such condemnation, subject to a pro-rata reduction in rental. Any dispute resulting from Section 9.3 of this Lease shall be submitted to the American Arbitration Society, whose decision shall be binding on the parties hereto.

Eminent Domain. If the whole, or any part of the demised premises shall be taken or condemned by any competent authority for any public use or purpose during the term of this Lease. , Standard sc 10 TENANT reserves the unto itself the right to prosecute its claim for an award based upon its leasehold interest for such taking, without impairing any rights of LANDLORD for the taking of or injury to the reversion. In the event that a part of the demised premises shall be taken or condemned that (a) the part so taken includes the building on the demised premises or any part thereof or (b) the part so taken shall remove from the premises 20% or more of the front depth of the parking areas thereof, or (c) the part so taken shall consist of 25% or more of the total parking area, or (d) such partial taking shall result in cutting off direct access from the demised premises to any adjacent public street or highway, then and in any such event, the TENANT may at any time either prior to or within a period of sixty (60) days after the date when possession of the premises shall be required by the condemning authority elect to terminate this Lease, or if any option to purchase the premises is conferred upon the TENANT by any other provision of this Lease, may as an alternative to such termination of this Lease elect to purchase the demised premises in accordance with such purpose option. In the event that TENANT shall fail to exercise any such option to terminate this Lease or to purchase the premises or in the event that a part of the demised premises shall be taken or condemned under circumstances under which the TENANT will have no such option, then and in either such event the LANDLORD shall, with reasonable promptness, make necessary repairs to and alterations of the improvements on the demised premises for the purpose of restoring the same to an economic architectural unit, susceptible to the same use as that which was in effect immediately prior to such taking, to the extent that may have been necessary by such condemnation, subject to a pro-rata reduction in rental. Any dispute resulting from Section 9.3 of this Lease shall be submitted to the American Arbitration Society, whose decision shall be binding on the parties hereto.

Eminent Domain. If 24.1 In the wholeevent the whole of the Premises, or any such part of thereof as shall substantially interfere with the demised premises Tenant’s use and occupancy thereof, shall be taken or condemned by any competent authority for any public use or quasi-public purpose during the term by any lawful power or authority by exercise of this Lease. TENANT reserves the unto itself the right of appropriation, condemnation or eminent domain, or sold to prosecute its claim for an award based upon its leasehold interest for prevent such taking, without impairing any rights Tenant or Landlord may terminate this Lease effective as of LANDLORD for the taking of or injury date possession is required to the reversion. be surrendered to said authority. 24.2 In the event that of a part partial taking of the demised premises Linde Building, Multiple Tenant Building, New Whole Building and/or the Project, or of drives, walkways or parking areas serving the Linde Building, Multiple Tenant Building, New Whole Building and/or the Project for any public or quasi-public purpose by any lawful power or authority by exercise of right of appropriation, condemnation, or eminent domain, or sold to prevent such taking, then, without regard to whether any portion of the Premises occupied by Tenant was so taken, either Tenant or Landlord may elect to terminate this Lease as of such taking if such taking is, in Landlord’s reasonable opinion, of a material nature such as to make it uneconomical to continue use of the unappropriated portion for purposes of renting office or laboratory space. 24.3 Tenant shall be taken or condemned entitled to any award that is specifically awarded as compensation for (a) the part so taken includes the building on the demised premises or any part thereof or taking of Tenant’s Personal Property that was installed at Tenant’s expense; (b) the part so taken shall remove from the premises 20% or more costs of the front depth of the parking areas thereof, or Tenant moving to a new location; and (c) the part so taken taking of Tenant’s permitted alterations performed at Tenant’s expense other than the Tenant Improvements (based on Tenant’s unamortized cost, in the case of clause “c”). Except as set forth in the previous sentence, any award for such taking shall consist be the property of 25% or more Landlord. To the extent that Tenant intends to make any claim for a taking, Landlord and Tenant shall cooperate to assert their claims jointly and share any proceeds in proportion to their full entitlement. 24.4 If, upon any taking of the total parking areanature described in this Article 24, or this Lease continues in effect, then Landlord shall promptly proceed to restore the Premises, the Linde Building, Multiple Tenant Building, New Whole Building and/or the Project, as applicable (d) to the extent not taken), to substantially their same condition prior to such partial taking shall result in cutting off direct access from the demised premises to any adjacent public street or highway, then and in any such event, the TENANT may at any time either prior to or within a period of sixty ninety (6090) days of such taking Landlord shall provide Tenant with an independent engineer’s letter stating the estimated time for such restoration. To the extent such restoration is feasible, as determined by Landlord in its reasonable discretion, upon completion of such restoration the Rent shall be adjusted to equal the Rent as it exists immediately after the date when possession restoration for the partial taking times a fraction. That fraction shall equal the rentable square footage of the premises shall be required Premises after such partial taking and restoration divided by the condemning authority elect to terminate this Lease, or if any option to purchase the premises is conferred upon the TENANT by any other provision of this Lease, may as an alternative to such termination of this Lease elect to purchase the demised premises in accordance with such purpose option. In the event that TENANT shall fail to exercise any such option to terminate this Lease or to purchase the premises or in the event that a part rentable square footage of the demised premises shall be taken or condemned under circumstances under which the TENANT will have no Premises before such option, then partial taking and in either such event the LANDLORD shall, with reasonable promptness, make necessary repairs to and alterations of the improvements on the demised premises for the purpose of restoring the same to an economic architectural unit, susceptible to the same use as that which was in effect immediately prior to such taking, to the extent that may have been necessary by such condemnation, subject to a pro-rata reduction in rental. Any dispute resulting from Section 9.3 of this Lease shall be submitted to the American Arbitration Society, whose decision shall be binding on the parties heretorestoration.

Eminent Domain. If the whole, or any part of the demised premises shall be taken or condemned by any competent authority for any public use or purpose during the term of this Lease. TENANT reserves the unto itself the right to prosecute its claim for an award based upon its leasehold interest for such taking, without impairing any rights of LANDLORD for the taking of or injury to the reversion25.1. In the event that a part of the demised premises shall be taken or condemned that (a) the part so taken includes the building on the demised premises or any part thereof whole of all Affected Areas or (b) the such part so taken thereof as shall remove from the premises 20% or more substantially interfere with Tenant’s use and occupancy of the front depth Premises for the Permitted Use shall be taken for any public or quasi-public purpose by any lawful power or authority by exercise of the right of appropriation, condemnation or eminent domain, or sold to prevent such taking, Tenant or Landlord may terminate this Lease effective as of the date possession is required to be surrendered to such authority, except with regard to (y) items occurring prior to the taking and (z) provisions of this Lease that, by their express terms, survive the expiration or earlier termination hereof. 25.2. In the event of a partial taking of (a) the Building or the Project or (b) drives, walkways or parking areas thereofserving the Building or the Project for any public or quasi-public purpose by any lawful power or authority by exercise of right of appropriation, condemnation, or (c) the part so taken shall consist of 25% eminent domain, or more sold to prevent such taking, then, without regard to whether any portion of the total parking areaPremises occupied by Tenant was so taken, or (d) such partial taking shall result in cutting off direct access from the demised premises to any adjacent public street or highway, then and in any such event, the TENANT Landlord may at any time either prior to or within a period of sixty (60) days after the date when possession of the premises shall be required by the condemning authority elect to terminate this Lease, or if any option Lease (except with regard to purchase (a) items occurring prior to the premises is conferred upon the TENANT by any other provision of this Lease, may as an alternative to such termination taking and (b) provisions of this Lease elect that, by their express terms, survive the expiration or earlier termination hereof) as of such taking if such taking is, in Landlord’s sole opinion, of a material nature such as to purchase make it uneconomical to continue use of the demised premises unappropriated portion for purposes of renting office or laboratory space. 25.3. To the extent permitted under all applicable Loan Documents or otherwise consented to by any and all Lenders whose consent is required thereunder, Tenant shall be entitled to any award that is specifically awarded as compensation for (a) the taking of Tenant’s personal property that was installed at Tenant’s expense and (b) the costs of Tenant moving to a new location. Except as set forth in accordance with the previous sentence, any award for such purpose optiontaking shall be the property of Landlord. 25.4. In If, upon any taking of the nature described in this Article, this Lease continues in effect, then Landlord shall promptly proceed to restore the Affected Areas to substantially their same condition prior to such partial taking. To the extent such restoration is infeasible, as determined by Landlord in its sole and absolute discretion, the Rent shall be decreased proportionately to reflect the loss of any portion of the Premises no longer available to Tenant. Notwithstanding anything to the contrary contained in this Article, Landlord shall not be required to restore the Affected Areas to the extent that Landlord is prohibited from doing so by any applicable Loan Document or any Lender whose consent is required thereunder withholds its consent. 25.5. This Article sets forth the terms and conditions upon which this Lease may terminate in the event that TENANT shall fail to exercise of any such option taking. Accordingly, the parties hereby waive the provisions of any Applicable Laws (and any successor statutes) permitting the parties to terminate this Lease as a result of any damage or to purchase the premises or in the event that a part of the demised premises shall be taken or condemned under circumstances under which the TENANT will have no such option, then and in either such event the LANDLORD shall, with reasonable promptness, make necessary repairs to and alterations of the improvements on the demised premises for the purpose of restoring the same to an economic architectural unit, susceptible to the same use as that which was in effect immediately prior to such taking, to the extent that may have been necessary by such condemnation, subject to a pro-rata reduction in rental. Any dispute resulting from Section 9.3 of this Lease shall be submitted to the American Arbitration Society, whose decision shall be binding on the parties heretodestruction.

Eminent Domain. If the whole, or any part of the demised premises shall be taken or condemned by any competent authority for any public use or purpose during the term of this Lease. TENANT reserves the unto itself the right to prosecute its claim for an award based upon its leasehold interest for such taking, without impairing any rights of LANDLORD for the taking of or injury to the reversion. In the event that a part of the demised premises shall be taken or condemned that (a) the part so taken includes the building on the demised premises Premises or any part thereof shall at any time after the execution of this Lease be taken for public or (b) quasi-public use or condemned under eminent domain, Tenant shall not be entitled to claim, or have paid to the part so taken shall remove from the premises 20% Tenant any compensation for damages whatsoever for or more on account of any loss, injury, damage or taking of any right, interest, or estate of the front depth Tenant in or to said property, in which event Tenant, upon request of Landlord so to do, will execute any and all releases or other documents as shall be required by such public or quasi-public authority. However, nothing herein contained shall be construed to prevent the Tenant from asserting against the condemn or any separate and independent claims for damages occurring by reason of said condemnation including, but not limited to, personal property, business, goodwill, cost of removing equipment, moving expenses, or loss of future profits. In the case of any such taking or condemnation referred to in this paragraph, then if and when there is an actual taking of physical possession of the parking areas thereof, Premises or of any part thereof in excess of Fifty Percent (c50%) the part so taken shall consist of 25% or more of the total parking area, floor areas thereof or (d) such partial taking shall result in cutting off direct access from amount that would prevent or materially interfere with the demised premises to any adjacent public street or highwayuse of the Premises for the purposes then being used, then either the Landlord or the Tenant may cancel and in any such event, terminate this Lease as to the TENANT may at any time either prior whole of the Premises by giving notice to or the other party within a period of sixty (60) days after such an actual taking of physical possession. If this Lease is not terminated as above provided for following any of said actual takings, then the date when possession of Landlord shall repair the premises Building at its own expense; provided, however, that Landlord’s obligation to repair shall be required limited to the amount of award actually received by the condemning authority elect to terminate this Lease, or if any option to purchase the premises is conferred upon the TENANT by any other provision of this Lease, may as an alternative to it for such termination of this Lease elect to purchase the demised premises in accordance with such purpose optiontaking. In the event that TENANT of a partial taking of the Premises, a proportionate allowance shall fail to exercise any such option to terminate this Lease or to purchase the premises or be made in the event that a part Rent based on the proportion of the demised premises shall be taken or condemned under circumstances under which Premises remaining as compared to the TENANT will have no such option, then and in either such event original Premises effective when the LANDLORD shall, with reasonable promptness, make necessary repairs to and alterations physical taking of the improvements on portion of the demised premises for the purpose of restoring the same to an economic architectural unit, susceptible to the same use as that which was in effect immediately prior to such taking, to the extent that may have been necessary by such condemnation, subject to a pro-rata reduction in rental. Any dispute resulting from Section 9.3 of this Lease shall be submitted to the American Arbitration Society, whose decision shall be binding on the parties heretoPremises occurs.

Eminent Domain. If the wholewhole of the Premises, or so much thereof as to render the balance unusable by the Lessee, shall be taken under power of eminent domain, this Lease shall automatically terminate as of the date of such condemnation, or as of the date possession is taken by the condemning authority, whichever is earlier. No award for any partial or entire taking shall be apportioned, and the Lessee hereby assigns to the Lessor any award which may be made in such taking or condemnation, together with any and all rights of the Lessee now or hereafter arising in or to the same or any part thereof, provided, however, that nothing contained herein shall be deemed to give the Lessor any interest in or to require the Lessee to assign to the Lessor any award made to the Lessee for its relocation expenses, the taking of personal property and fixtures belonging to the Lessee, the interruption of or damage to the Lessee's business and/or for the Lessee's unamortized cost of leasehold improvements. The unamortized portion of the demised premises Lessee's expenditures for improving the Premises shall be taken or condemned determined by any competent authority for any public use or purpose during multiplying such expenditures by a fraction, the numerator of which shall be the number of years of the term of this Lease. TENANT reserves Lease which shall not have expired at the unto itself time of such appropriation or taking and the right to prosecute its claim for an award based upon its leasehold interest for such taking, without impairing any rights denominator of LANDLORD for which shall be the taking number of or injury to the reversion. In the event that a part years of the demised premises shall be taken or condemned that (a) the part so taken includes the building on the demised premises or any part thereof or (b) the part so taken shall remove from the premises 20% or more of the front depth of the parking areas thereof, or (c) the part so taken shall consist of 25% or more of the total parking area, or (d) such partial taking shall result in cutting off direct access from the demised premises to any adjacent public street or highway, then and in any such event, the TENANT may at any time either prior to or within a period of sixty (60) days after the date when possession of the premises shall be required by the condemning authority elect to terminate this Lease, or if any option to purchase the premises is conferred upon the TENANT by any other provision of this Lease, may as an alternative to such termination term of this Lease elect to purchase which shall not have expired at the demised premises in accordance with such purpose optiontime of improving the Premises. In the no event that TENANT shall fail options to exercise any such option to terminate this Lease renew or to purchase the premises or in the event that a part of the demised premises shall extend be taken or condemned under circumstances under which into consideration in determining the TENANT will have no such option, then and in either such event the LANDLORD shall, with reasonable promptness, make necessary repairs payment to and alterations of the improvements on the demised premises for the purpose of restoring the same to an economic architectural unit, susceptible be made to the same use as that which was Lessee. The Lessee's right to receive compensation or damages for its fixtures and personal property shall not be affected in effect immediately prior to such taking, to the extent that may have been necessary by such condemnation, subject to a pro-rata reduction in rental. Any dispute resulting from Section 9.3 of this Lease shall be submitted to the American Arbitration Society, whose decision shall be binding on the parties heretoany manner thereby.

Eminent Domain. If If, prior to the wholeClosing Date, any Seller receives notice that a material portion of one of its Properties (or access or other material rights in connection therewith) as would, in Purchaser’s reasonable judgment, materially adversely affect the operation of such Property or uses of such Property is, or any part has been threatened in writing by a governmental authority of competent jurisdiction, to be taken by condemnation or eminent domain, such Seller shall promptly notify Purchaser, and at the election of Purchaser this Agreement shall, upon the giving of Notice of such event or of the demised premises condemning authorities’ intention so to take such Property, terminate with respect only to the impacted Property, but the Closing shall proceed with respect to the remaining Properties (with the Purchase Price reduced by the Allocated Purchase Price of the impacted Property). If Purchaser does not elect to terminate this Agreement prior to the Closing Date, on the Closing Date all of the proceeds of WRIT Industrial III any award or payment made or to be made by reason of such taking shall be taken or condemned assigned by such Seller to Purchaser, and any competent authority for any public use or purpose during money theretofore received by such Seller in connection with such taking shall be paid over to Purchaser, whereupon Purchaser shall pay the term Purchase Price without abatement by reason of this Lease. TENANT reserves the unto itself the right to prosecute its claim for an award based upon its leasehold interest for such taking. Such Seller shall not settle, without impairing agree to, or accept any rights of LANDLORD for the award or payment in connection with a taking of or injury to the reversion. In the event that a part less than all of the demised premises Property without obtaining Purchaser’s prior written consent in each case, which consent shall not be taken unreasonably withheld or condemned delayed. As used in this Section, “material portion,” “material rights” or “materially adversely affect” shall mean, with respect to a Property, a taking or condemnation that (a) the part so taken includes the building on the demised premises would reduce available parking below that required by, or in general cause a violation of, any Legal Requirements or any part thereof Permitted Exceptions that would result in a Material Adverse Effect, or (b) the part so taken shall remove from the premises 20% or more would result in a condemnation award reasonably estimated to exceed five percent (5%) of the front depth of the parking areas thereofsuch Property’s Allocated Amount, or (c) would result in a condemnation award that, when combined with the part so taken shall consist amount of 25% all other condemnation awards for takings or more condemnations affecting any of the total parking areaother Properties, or would reasonably be estimated to exceed two and one-half percent (d2.5%) such partial taking shall result in cutting off direct access from the demised premises to any adjacent public street or highway, then and in any such event, the TENANT may at any time either prior to or within a period of sixty (60) days after the date when possession of the premises shall be required by the condemning authority elect to terminate this Lease, or if any option to purchase the premises is conferred upon the TENANT by any other provision of this Lease, may as an alternative to such termination of this Lease elect to purchase the demised premises in accordance with such purpose option. In the event that TENANT shall fail to exercise any such option to terminate this Lease or to purchase the premises or in the event that a part of the demised premises shall be taken or condemned under circumstances under which the TENANT will have no such option, then and in either such event the LANDLORD shall, with reasonable promptness, make necessary repairs to and alterations of the improvements on the demised premises for the purpose of restoring the same to an economic architectural unit, susceptible to the same use as that which was in effect immediately prior to such taking, to the extent that may have been necessary by such condemnation, subject to a pro-rata reduction in rental. Any dispute resulting from Section 9.3 of this Lease shall be submitted to the American Arbitration Society, whose decision shall be binding on the parties heretoPurchase Price.

Eminent Domain. If (A) In the whole, event that the whole or any substantial part of Landlord’s Building and/or the demised premises shall Premises shall, during the Term, be taken by condemnation or condemned by any competent authority eminent domain for any public or quasi-public use or purpose during (or transferred under threat of any such action), then and in such event all sums that may be awarded as compensation for said taking shall be the term sole property of Landlord, and upon such takings, this Lease. TENANT reserves Lease shall, at the unto itself sole option of Landlord (or, in the event of any taking of the Premises, Tenant), thereby cease and end by limitation, from the date of the vesting of said premises in the proper authorities exercising the right to prosecute its claim for an award based upon its leasehold interest for such taking, without impairing any rights of LANDLORD for the taking of or injury to the reversioneminent domain. In the event that Landlord and, if applicable, Tenant, shall not elect to terminate this Lease upon any such taking, then to the extent that a portion of the Premises is so taken, the Base Rent payable hereunder and any additional rent payable hereunder, the calculation of which takes into account the rentable square footage contained in the Premises, shall be reduced in the proportion that the area (which is part of the demised premises shall be taken or condemned that (aPremises) the part so taken includes bears to the building on entire area of the demised premises Premises prior to such taking. (B) Nothing herein shall in any way prevent Tenant from making and collecting a claim against the condemning authority, including any claim for payment of moving expenses and/or severance expenses or any part thereof other compensation or (b) the part so taken shall remove reimbursement that Tenant may be entitled to receive by law directly from the premises 20% or more condemning authority as of the front depth date of the parking areas thereofcondemnation, provided that any such claim shall not be deductible from any award otherwise payable to Landlord. (C) Tenant agrees to execute such instruments of assignment as may be reasonably required by Landlord, or (c) join with Landlord in any petition for the part so taken recovery of damages, if requested by Landlord. If Tenant shall consist of 25% or more of the total parking areafail to execute such instruments as may be required by Landlord, or (d) to undertake such partial taking shall result in cutting off direct access from the demised premises other steps as may be required by Landlord, or to any adjacent public street or highwayundertake such other steps as may be requested as herein stated, then and in any such event, the TENANT may at any time either prior to or within a period of sixty (60) days after the date when possession of the premises Landlord shall be required by deemed the condemning authority elect duly authorized irrevocable agent and attorney-in-fact of Tenant to terminate this Lease, or if any option to purchase the premises is conferred upon the TENANT by any other provision execute such instruments and undertake such steps as herein stated in and on behalf of this Lease, may as an alternative to such termination of this Lease elect to purchase the demised premises in accordance with such purpose option. In the event that TENANT shall fail to exercise any such option to terminate this Lease or to purchase the premises or in the event that a part of the demised premises shall be taken or condemned under circumstances under which the TENANT will have no such option, then and in either such event the LANDLORD shall, with reasonable promptness, make necessary repairs to and alterations of the improvements on the demised premises for the purpose of restoring the same to an economic architectural unit, susceptible to the same use as that which was in effect immediately prior to such taking, to the extent that may have been necessary by such condemnation, subject to a pro-rata reduction in rental. Any dispute resulting from Section 9.3 of this Lease shall be submitted to the American Arbitration Society, whose decision shall be binding on the parties heretoTenant.

Eminent Domain. If the wholewhole of the Premises, or so much thereof as to render the balance unusable by the Lessee, shall be taken under power of eminent domain, this Lease shall automatically terminate as of the date of such condemnation, or as of the date possession is taken by the condemning authority, whichever is earlier. No award for any partial or entire taking shall be apportioned, and the Lessee hereby assigns to the Lessor any award which may be made in such taking or condemnation, together with any and all rights of the Lessee now or hereafter arising in or to the same or any part thereof; provided, however, that nothing contained herein shall be deemed to give the Lessor any interest in or to require the Lessee to assign to the Lessor any award made to the Lessee for its relocation expenses, the taking of personal property and fixtures belonging to the Lessee, the interruption of or damage to the Lessee’s business and/or for the Lessee’s unamortized cost of leasehold improvements. The unamortized portion of the demised premises Lessee’s expenditures for improving the Premises shall be taken or condemned determined by any competent authority for any public use or purpose during multiplying such expenditures by a fraction, the numerator of which shall be the number of years of the term of this Lease. TENANT reserves Lease which shall not have expired at the unto itself time of such appropriation or taking and the right to prosecute its claim for an award based upon its leasehold interest for such taking, without impairing any rights denominator of LANDLORD for which shall be the taking number of or injury to the reversion. In the event that a part years of the demised premises shall be taken or condemned that (a) the part so taken includes the building on the demised premises or any part thereof or (b) the part so taken shall remove from the premises 20% or more of the front depth of the parking areas thereof, or (c) the part so taken shall consist of 25% or more of the total parking area, or (d) such partial taking shall result in cutting off direct access from the demised premises to any adjacent public street or highway, then and in any such event, the TENANT may at any time either prior to or within a period of sixty (60) days after the date when possession of the premises shall be required by the condemning authority elect to terminate this Lease, or if any option to purchase the premises is conferred upon the TENANT by any other provision of this Lease, may as an alternative to such termination term of this Lease elect to purchase which shall not have expired at the demised premises in accordance with such purpose optiontime of improving the Premises. In the no event that TENANT shall fail options to exercise any such option to terminate this Lease renew or to purchase the premises or in the event that a part of the demised premises shall extend be taken or condemned under circumstances under which into consideration in determining the TENANT will have no such option, then and in either such event the LANDLORD shall, with reasonable promptness, make necessary repairs payment to and alterations of the improvements on the demised premises for the purpose of restoring the same to an economic architectural unit, susceptible be made to the same use as that which was Lessee. The Lessee’s right to receive compensation or damages for its fixtures and personal property shall not be affected in effect immediately prior to such taking, to the extent that may have been necessary by such condemnation, subject to a pro-rata reduction in rental. Any dispute resulting from Section 9.3 of this Lease shall be submitted to the American Arbitration Society, whose decision shall be binding on the parties heretoany manner thereby.

Eminent Domain. If the whole, whole or any part of the demised premises shall be taken acquired or condemned by any competent authority Eminent Domain for any public or quasi public use or purpose during purpose, then, and in that event, the term of this Leaselease shall cease and terminate from the date of title vesting in such proceeding, and Tenant shall have no claim for the value of any unexpired term of said lease, and assigns to Owner, Tenant’s entire interest in any such award. TENANT reserves the unto itself Tenant shall have the right to prosecute its make an independent claim for an award based upon its leasehold interest for such taking, without impairing any rights of LANDLORD to the condemning authority for the taking value of or injury Tenant’s moving expenses and personal property, trade fixtures and equipment, provided Tenant is entitled pursuant to the reversion. In the event that a part terms of the demised premises lease to remove such property, trade fixtures and equipment at the end of the term, and provided further such claim does not reduce Owner’s award. Assignment, Mortgage, Etc.: 11. Tenant, for itself, its heirs, distributees, executors, administrators, legal representatives, successors and assigns, expressly covenants that it shall be taken not assign, mortgage or condemned that (a) the part so taken includes the building on encumber this agreement, nor underlet, or suffer or permit the demised premises or any part thereof or (b) to be used by others, without the part so taken shall remove from the premises 20% or more prior written consent of Owner in each instance. Transfer of the front depth majority of the parking areas thereofstock of a corporate Tenant or the majority interest in any partnership or other legal entity which is Tenant shall be deemed an assignment. If this lease be assigned, or (c) the part so taken shall consist of 25% or more of the total parking area, or (d) such partial taking shall result in cutting off direct access from if the demised premises or any part thereof be underlet or occupied by anybody other than Tenant, Owner may, after default by Tenant, collect rent from the assignee, under-tenant or occupant, and apply the net amount collected to the rent herein reserved, but no such assignment, underletting, occupancy or collection shall be deemed a waiver of this covenant, or the acceptance of the assignee, undertenant or occupant as tenant, or a release of Tenant from the further performance by Tenant of covenants on the part of Tenant herein contained. The consent by Owner to an assignment or underletting shall not in any way be construed to relieve Tenant from obtaining the express consent in writing of Owner to any adjacent public street further assignment or highwayunderletting. Electric Current: 12. Rates and conditions in respect to submetering or rent inclusion, then as the case may be, to be added in RIDER attached hereto. Tenant covenants and agrees that at all times its use of electric current shall not exceed the capacity of existing feeders to the building or the risers or wiring installation, and Tenant may not use any electrical equipment which, in any Owner’s opinion, reasonably exercised, will overload such event, installations or interfere with the TENANT may use thereof by other tenants of the building. The change at any time either prior to or within a period of sixty (60) days after the date when possession of the premises character of electric service shall in no way make Owner liable or responsible to Tenant, for any loss, damages or expenses which Tenant may sustain. Access to Premises: 13. Owner or Owner’s agents shall have the right (but shall not be required by the condemning authority elect obligated) to terminate this Lease, or if any option to purchase the premises is conferred upon the TENANT by any other provision of this Lease, may as an alternative to such termination of this Lease elect to purchase enter the demised premises in accordance with any emergency at any time, and, at other reasonable times, to examine the same and to make such purpose option. In the event that TENANT shall fail repairs, replacements and improvements as Owner may deem necessary and reasonably desirable to exercise any such option to terminate this Lease or to purchase the premises or in the event that a part of the demised premises shall be taken or condemned under circumstances under which the TENANT will have no such option, then and in either such event the LANDLORD shall, with reasonable promptness, make necessary repairs to and alterations any other portion of the improvements on building or which Owner may elect to perform. Tenant shall permit Owner to use and maintain and replace pipes, ducts, and conduits in and through the demised premises and to erect new pipes, ducts, and conduits therein, provided they are concealed within the walls, floor, or ceiling. Owner may, during the progress of any work in the demised premises, take all necessary materials and equipment into said premises without the same constituting an eviction, nor shall the Tenant be entitled to any abatement of rent while such work is in progress, nor to any damages by reason of loss or interruption of business or otherwise. Throughout the term hereof, Owner shall have the right to enter the demised premises at reasonable hours for the purpose of restoring showing the same to prospective purchasers or mortgagees Rider to be added if necessary of the building, and during the last six months of the term, for the purpose of showing the same to prospective tenants. If Tenant is not present to open and permit an economic architectural unitentry into the demised premises, susceptible Owner or Owner’s agents may enter the same whenever such entry may be necessary or permissible by master key or forcibly, and provided reasonable care is exercised to safeguard Tenant’s property, such entry shall not render Owner or its agents liable therefore, nor in any event shall the obligations of Tenant hereunder be affected. If during the last month of the term Tenant shall have removed all or substantially all of Tenant’s property therefrom, Owner may immediately enter, alter, renovate or redecorate the demised premises without limitation or abatement of rent, or incurring liability to Tenant for any compensation, and such act shall have no effect on this lease or Tenant’s obligations hereunder. Subject to the same provisions of this lease, Owner agrees that, in connection with any access or activities by Owner pursuant to the provisions of this Article 13, Owner provide reasonable prior notice to Tenant of any such access (which may be made orally), except in an emergency, with Tenant having the opportunity to have a representative of Tenant present and Owner shall use as commercially reasonable efforts to minimize interference with (i) the use by Tenant and its employees of the Demised Premises for the used permitted under this lease and (ii) ingress to and egress from the Demised Premises by Tenant, its employees and invitees; provided, however, that which was Owner shall not be obligated to perform work on an overtime or premium basis. Upon completion of any activities by Owner in effect immediately prior the Demised Premises, Owner shall remove its tools and materials and debris from any affected areas and leave such areas broom clean and with any damage to such takingthe Demised Premises or Tenant’s property repaired, to the extent that occasioned by Owner’s performance of any such activities. Vault, Vault Space, Area: 14. No vaults, vault space or area, whether or not enclosed or covered, not within the property line of the building, is leased hereunder, anything contained in or indicated on any sketch, blue print or plan, or anything contained elsewhere in this lease to the contrary notwithstanding. Owner makes no representation as to the location of the property line of the building. All vaults and vault space and all such areas not within the property line of the building, which Tenant may have been necessary be permitted to use and/or occupy, is to be used and/or occupied under a revocable license, and if any such license be revoked, or if the amount of such space or area be diminished or required by any federal, state or municipal authority or public utility, Owner shall not be subject to any liability, nor shall Tenant be entitled to any compensation or diminution or abatement of rent, nor shall such condemnationrevocation, diminution or requisition be deemed constructive or actual eviction. Any tax, fee or charge of municipal authorities for such vault or area shall be paid by Tenant. Occupancy: 15. Tenant will not at any time use or occupy the demised premises in violation of the certificate of occupancy issued for the building of which the demised premises are a part. Tenant has inspected the demised premises and accepts them as is, subject to a pro-rata reduction in rentalthe riders annexed hereto with respect to Owner’s work, if any. Any dispute resulting from Section 9.3 of this Lease shall be submitted In any event, Owner makes no representation as to the American Arbitration Societycondition of the demised premises, whose decision shall be binding on and Tenant agrees to accept the parties heretosame subject to violations, whether or not of record.

Eminent Domain. If the whole, or any part Lessee's use of the demised premises shall be taken or condemned by any competent authority for any public use or purpose during the term of this Lease. TENANT reserves the unto itself the right Premises is materially affected due to prosecute its claim for an award based upon its leasehold interest for such taking, without impairing any rights of LANDLORD for the taking by eminent domain of or injury to the reversion. In the event that a part of the demised premises shall be taken or condemned that (a) the part so taken includes the building on the demised premises Premises or any part thereof or any estate therein; or (b) the any other part so taken shall remove from the premises 20% or more of the front depth of the parking areas thereofBuilding; then, or (c) the part so taken shall consist of 25% or more of the total parking area, or (d) such partial taking shall result in cutting off direct access from the demised premises to any adjacent public street or highway, then and in any such either event, the TENANT may at any time either prior to or within a period of sixty (60) days after this Lease shall terminate on the date when possession title vests pursuant to such taking. The Fixed Basic Rent, and any Additional Rent, shall be apportioned as of said termination date and any Fixed Basic Rent or Additional Rent paid for any period beyond said date, shall be repaid to Lessee. Lessee shall not be entitled to any part of the premises shall be required by award for such taking or any payment in lieu thereof, and Lessee hereby assigns to Lessor any and all right, title and interest of Lessee now or hereafter arising in or to any such award or any part thereof and hereby waives all rights against Lessor and the condemning authority elect to terminate this Leaseauthority, but Lessee may file a separate claim for any taking of fixtures and improvements owned by Lessee which have not become the Lessor's property, and for moving expenses, provided the same shall, in no way, affect or if any option to purchase diminish Lessor's award. In the premises is conferred upon the TENANT by any other provision event of this Lease, may as an alternative to such a partial taking which does not effect a termination of this Lease elect to purchase the demised premises in accordance with such purpose option. In the event that TENANT shall fail to exercise any such option to terminate this Lease or to purchase the premises or in the event that a part but does deprive Lessee of the demised premises use of a portion of the Premises, there shall either be taken an abatement or condemned under circumstances under an equitable reduction of the Fixed Basic Rent, and an equitable adjustment reducing the Base Period Costs as hereinafter defined depending on the period for which and the extent to which the TENANT will have no such option, then and in either such event the LANDLORD shall, with reasonable promptness, make necessary repairs to and alterations of the improvements on the demised premises Premises so taken are not reasonably usable for the purpose of restoring the same to an economic architectural unit, susceptible to the same use as that for which was in effect immediately prior to such taking, to the extent that may have been necessary by such condemnation, subject to a pro-rata reduction in rental. Any dispute resulting from Section 9.3 of this Lease shall be submitted to the American Arbitration Society, whose decision shall be binding on the parties heretothey are leased hereunder.

Eminent Domain. If In the wholeevent of the exercise of the power of eminent domain whereby (A) such portion of the Building is taken that access to the Leased Premises is permanently impaired thereby and reasonable alternate access is not provided by Landlord within a time period which is reasonable under the circumstances, (B) all or substantially all of the Leased Premises or the Building is taken, (C) if less than substantially all of the Building is taken but Landlord, acting in good faith, determines that it is economically unfeasible to continue to operate the uncondemned portion as a first-class office building, or any part (D) if less than substantially all of the demised premises Leased Premises is taken, but Tenant, acting in good faith, determines that because of such taking it is economically unfeasible to continue to conduct its business in the uncondemned portion of the Leased Premises, then in the case of (A) or (B), either party, and in the case of (C), Landlord, and in the case of (D), Tenant, shall be taken or condemned by any competent authority for any public use or purpose during the term of this Lease. TENANT reserves the unto itself have the right to prosecute its claim for an award based upon its leasehold interest for terminate this Lease as of the date when possession of that part which was taken is required to be delivered or surrendered to the condemning authority; and in such taking, without impairing any rights case all rent and other charges shall be adjusted to the date of LANDLORD for termination. The foregoing right of termination shall be applicable to the taking of any estate or injury interest whatsoever which, as a matter of law, would deprive Landlord or Tenant of any right to the reversion. In the event that a part possession (in common with others, as to common areas of the demised premises shall be taken or condemned that (aBuilding) the part so taken includes the building on the demised premises or for any part thereof or (b) the part so taken shall remove from the premises 20% or more of the front depth of the parking areas thereof, or (c) the part so taken shall consist of 25% or more of the total parking area, or (d) such partial taking shall result period in cutting off direct access from the demised premises to any adjacent public street or highway, then and in any such event, the TENANT may at any time either prior to or within a period excess of sixty (60) consecutive days after from the date when possession of taking, whether or not the taking be in fee, for a term of years or of any other estate or interest; and a taking shall include the transfer of title or of any interest in the Building by deed or other instrument in settlement of or in lieu of transfer by operation of law incident to condemnation proceedings. Tenant shall have no right to participate or share in any condemnation claim, damage award or settlement in lieu thereof with respect to any taking of any nature; provided, however, that Tenant shall not be precluded from claiming or receiving payment for Tenant's relocation and moving expenses as may be permitted under applicable law so long as the amount of the premises shall be required by same is not subtracted from the condemning authority elect award which Landlord is entitled to terminate this Lease, or if any option to purchase the premises is conferred upon the TENANT by any other provision of this Lease, may as an alternative to such termination of this Lease elect to purchase the demised premises in accordance with such purpose option. In the event that TENANT shall fail to exercise any such option to terminate this Lease or to purchase the premises or in the event that a part of the demised premises shall be taken or condemned under circumstances under which the TENANT will have no such option, then and in either such event the LANDLORD shall, with reasonable promptness, make necessary repairs to and alterations of the improvements on the demised premises for the purpose of restoring the same to an economic architectural unit, susceptible to the same use as that which was in effect immediately prior to such taking, to the extent that may have been necessary by such condemnation, subject to a pro-rata reduction in rental. Any dispute resulting from Section 9.3 of this Lease shall be submitted to the American Arbitration Society, whose decision shall be binding on the parties heretoreceive.

Eminent Domain. If the whole, or any part of the demised premises shall be taken or condemned by any competent authority for any public use or purpose during the term of this Lease. TENANT reserves the unto itself the right to prosecute its claim for an award based upon its leasehold interest for such taking, without impairing any rights of LANDLORD for the taking of or injury to the reversion25.1. In the event that a part of the demised premises shall be taken or condemned that (a) the part so taken includes the building on the demised premises or any part thereof whole of all Affected Areas or (b) the such part so taken thereof as shall remove from the premises 20% or more substantially interfere with Tenant’s use and occupancy of the front depth Premises for the Permitted Use shall be taken for any public or quasi-public purpose by any lawful power or authority by exercise of the right of appropriation, condemnation or eminent domain, or sold to prevent such taking, Tenant or Landlord may terminate this Lease effective as of the date possession is required to be surrendered to such authority, except with regard to (y) items occurring prior to the taking and (z) provisions of this Lease that, by their express terms, survive the expiration or earlier termination hereof. 25.2. In the event of a partial taking of (a) the Building or the Project or (b) drives, walkways or parking areas thereofserving the Building or the Project for any public or quasi-public purpose by any lawful power or authority by exercise of right of appropriation, condemnation, or (c) the part so taken shall consist of 25% eminent domain, or more sold to prevent such taking, then, without regard to whether any portion of the total parking areaPremises occupied by Tenant was so taken, or (d) such partial taking shall result in cutting off direct access from the demised premises to any adjacent public street or highway, then and in any such event, the TENANT Landlord may at any time either prior to or within a period of sixty (60) days after the date when possession of the premises shall be required by the condemning authority elect to terminate this Lease, or if any option Lease (except with regard to purchase (y) items occurring prior to the premises is conferred upon the TENANT by any other provision of this Lease, may as an alternative to such termination taking and (z) provisions of this Lease elect that, by their express terms, survive the expiration or earlier termination hereof) as of such taking if such taking is, in Landlord’s sole opinion, of a material nature such as to purchase make it uneconomical to continue use of the demised premises unappropriated portion for the Permitted Use. 25.3. To the extent permitted under all applicable Loan Documents or otherwise consented to by any and all Lenders whose consent is required thereunder, Tenant shall be entitled to any award that is specifically awarded as compensation for (a) the taking of Tenant’s personal property that was installed at Tenant’s expense and (b) the costs of Tenant moving to a new location. Except as set forth in accordance with the previous sentence, any award for such purpose optiontaking shall be the property of Landlord. 25.4. In If, upon any taking of the nature described in this Article, this Lease continues in effect, then Landlord shall promptly proceed to restore the Affected Areas to substantially their same condition prior to such partial taking. To the extent such restoration is infeasible, as determined by Landlord in its sole and absolute discretion, the Rent shall be decreased proportionately to reflect the loss of any portion of the Premises no longer available to Tenant. Notwithstanding anything to the contrary contained in this Article, Landlord shall not be required to restore the Affected Areas to the extent that Landlord is prohibited from doing so by any applicable Loan Document or any Lender whose consent is required thereunder withholds its consent. 25.5. This Article sets forth the terms and conditions upon which this Lease may terminate in the event that TENANT shall fail to exercise of any such option damage or destruction. Accordingly, the parties hereby waive the provisions of California Code of Civil Procedure Section 1265.130 (and any successor statutes) permitting the parties to terminate this Lease as a result of any damage or to purchase the premises or in the event that a part of the demised premises shall be taken or condemned under circumstances under which the TENANT will have no such option, then and in either such event the LANDLORD shall, with reasonable promptness, make necessary repairs to and alterations of the improvements on the demised premises for the purpose of restoring the same to an economic architectural unit, susceptible to the same use as that which was in effect immediately prior to such taking, to the extent that may have been necessary by such condemnation, subject to a pro-rata reduction in rental. Any dispute resulting from Section 9.3 of this Lease shall be submitted to the American Arbitration Society, whose decision shall be binding on the parties heretodestruction.

Eminent Domain. If any of the wholefloor area of the Leased Premises should be taken for any public or quasi-public use under any government law, ordinance or regulation or by right of eminent domain this lease shall terminate and the rent shall be abated during the unexpired portion of this lease, effective on the date physical possession is taken by the condemning authority. If any part of the demised premises shall common area should be taken as aforesaid, this lease shall not terminate, nor shall the rent payable hereunder be reduced, except that either LESSOR or condemned by any competent authority for any public use or purpose during the term of LESSEE may terminate this Lease. TENANT reserves the unto itself the right to prosecute its claim for an award based upon its leasehold interest for such taking, without impairing any rights of LANDLORD for the taking of or injury to the reversion. In the event that a part of the demised premises shall be taken or condemned that lease if: (a) the part so taken includes parking areas remaining following such taking (as the building on same may be reconfigured by Lessor within the demised premises or any part thereof or boundaries of the land described in Exhibit A) fail to meet the then applicable parking requirements of the applicable governmental authority; (b) complete access to the part so taken shall remove from the premises 20% or more of the front depth of the parking areas thereof, Leased Premises is taken; or (c) the part so taken shall consist of 25% or more such taking results in material disruption to LESSEE'S use of the total parking area, or Leased Premises. Any election to terminate this lease in accordance with this provision shall be evidenced by written notice of termination delivered to the other party within thirty (d) such partial taking shall result in cutting off direct access from the demised premises to any adjacent public street or highway, then and in any such event, the TENANT may at any time either prior to or within a period of sixty (6030) days after the date when physical possession of the premises shall be required is taken by the condemning authority elect to terminate this Leaseauthority. All compensation awarded for any taking of the Leased Premises or common area shall be the property of LESSOR, or if any option to purchase the premises is conferred upon the TENANT by any other provision of this Lease, may as an alternative to such termination of this Lease elect to purchase the demised premises and LESSEE hereby assigns its interest in accordance with such purpose option. In the event that TENANT shall fail to exercise any such option award to terminate this Lease or to purchase the premises or in the event that a part of the demised premises LESSOR; provided, however, LESSOR shall be taken or condemned under circumstances under which the TENANT will have no such option, then interest in any award made to LESSEE for LESSEE'S moving and in either such event the LANDLORD shall, with reasonable promptness, make necessary repairs to and alterations of the improvements on the demised premises relocation expenses or for the purpose loss of restoring the same LESSEE'S fixtures and other tangible personal property if a separate award for such items are made to an economic architectural unit, susceptible to the same use as that which was in effect immediately prior to such taking, to the extent that may have been necessary by such condemnation, subject to a pro-rata reduction in rental. Any dispute resulting from Section 9.3 of this Lease shall be submitted to the American Arbitration Society, whose decision shall be binding on the parties heretoLESSEE.

Eminent Domain. Section 1. If as a result of any taking by eminent domain which shall be deemed to include a voluntary conveyance in lieu of a taking, the whole, or any part total floor area remaining in the Demised Premises shall be reduced to less than fifty (50%) percent of the demised premises shall be taken or condemned by any competent authority for any public use or purpose during total floor area in the Demised Premises at the commencement of the term hereof, then at the election of this Lease. TENANT reserves the unto itself Lessor, exercisable by written notice given to the right to prosecute its claim for an award based upon its leasehold interest for Lessee within ninety (90) days after the date of the filing of the notice of such taking, without impairing this Lease may be terminated as of the date when the Lessee is required to vacate the Demised Premises or the portion thereof so taken, notwithstanding that the entire interest of the Lessor may have been divested by such taking, and if following any such taking the Lessor does not terminate this Lease, then the Lessor at the Lessor's expense, but only to the extent of the award actually received by the Lessor for any such taking, (subject to the rights of LANDLORD any first mortgagee of the Demised Premises) and proceeding with all reasonable dispatch shall do such work as may be required to put what may remain of the Demised Premises in proper condition for the conduct of the Lessee's business, and the Lessee, at the Lessee's expense and proceeding with all reasonable dispatch, shall make such alterations, repairs and replacements of the trade fixtures, equipment, signs or other property installed by or belonging to the Lessee as may be necessary to put the remainder of the Demised Premises in proper condition for the Lessee's business. From and after the date on which the Lessee is required to vacate the portion of the Demised Premises so taken, a just proportion of the rent reserved herein according to the nature and extent of the taking of or injury the Demised Premises, shall be abated until the Demised Premises are restored to such condition that the Lessee can commence business therein, and from and after the date on which the Lessor shall restore the Demised Premises in the manner above provided the rent shall be reduced in the proportion that the floor area of the portion of the Demised Premises so taken bears to the reversionfloor area of the Demised Premises at commencement of the term hereof. Section 2. In the event that of a part of the demised premises shall be taken or condemned that (a) the part so taken includes the building on the demised premises or any part thereof or (b) the part so taken shall remove from the premises 20% or more of the front depth of the parking areas thereoftaking, or (c) the part so taken shall consist as defined herein, of 25% or more of the total parking area, Land or the Building and even though such taking leaves at least fifty (d50%) such partial taking shall result in cutting off direct access from percent or more of the demised premises to any adjacent public street or highway, then and in any such eventfloor area of the Demised Premises remaining, the TENANT may at any time either prior Lessor shall nonetheless have the right to or terminate this Lease by notifying the Lessee of the Lessor's election to terminate within a period of sixty ninety (6090) days after the date when possession final determination of the premises shall be required by amount of the condemning authority elect to terminate this Leaseaward, or if to restore any option to purchase the premises is conferred upon the TENANT by any other provision of this Lease, may as an alternative to such termination of this Lease elect to purchase the demised premises in accordance with such purpose option. In the event that TENANT shall fail to exercise any such option to terminate this Lease or to purchase the premises or in the event that a part of the demised premises Demised Premises so remaining and in the case of such restoration, the rent shall be taken or condemned under circumstances under which the TENANT will have no such option, then and in either such event the LANDLORD shall, with reasonable promptness, make necessary repairs to and alterations of the improvements on the demised premises for the purpose of restoring the same to an economic architectural unit, susceptible to the same use as that which was in effect immediately prior to such taking, abated to the extent that may have been necessary by such condemnation, subject provided above. Section 3. The Lessor reserves and excepts all rights to a pro-rata reduction in rental. Any dispute resulting from Section 9.3 of this Lease shall be submitted damages to the American Arbitration SocietyLand, whose decision the Building, the Demised Premises and the leasehold hereby created, or awards with respect thereto, then or thereafter accruing, by reason of any taking by eminent domain or by reason of anything lawfully done or required by any public authority, and the Lessee grants to the Lessor all the Lessee's rights, if any, to such damages except with respect to the value of its personal property and its relocation expenses, which may be compensable by a separate award and shall be binding on execute and deliver to the parties heretoLessor such further instruments of assignment thereof as the Lessor may from time to time request.

Eminent Domain. Section 1. If as a result of any taking by eminent domain which shall be deemed to include a voluntary conveyance in lieu of a taking the whole, or any part of total floor area remaining in the demised premises shall be taken reduced by twenty (20%) percent or condemned by any competent authority for any public use or purpose during more of the total floor area in the demised premises at the commencement of the term hereof, then at the election of either the Lessor or Lessee, exercisable by written notice given to the other within ninety (90) days after the date of the filing of the notice of such taking this Lease. TENANT reserves Lease may be terminated as of the unto itself date when the right Lessee is required to prosecute its claim for an award based upon its leasehold vacate the demised premises or the portion thereof so taken, notwithstanding that the entire interest for of the Lessor may have been divested by such taking, without impairing and if following any such taking neither the Lessor nor Lessee terminates this Lease, then the Lessor, at the Lessor's expense but only to the extent of the award actually received by the Lessor for any such taking (subject to the rights of LANDLORD any first mortgagee of the demised premises) and proceeding with all reasonable dispatch shall do such work as may be required to put what may remain of the demised premises in proper condition for the conduct of the Lessee's business, and the Lessee, upon substantial completion by Lessor of such work as may be required to put what may remain of the demised premises in proper condition for the conduct of the Lessee's business, shall continue to operate and use the demised premises for the Permitted Uses. From and after the date on which the Lessee is required to vacate the portion of the demised premises so taken, a just proportion of the rent reserved herein according to the nature and extent of the taking of or injury the demised premises, shall be abated until the demised premises are restored to such condition that the Lessee can commence business therein, and from and after the date on which the Lessor shall restore the demised premises in the manner above provided the rent shall be reduced in the proportion that the floor area of the portion of the demised premises so taken bears to the reversionfloor area of the demised premises at the commencement of the term hereof. Section 2. In the event that of a part of the demised premises shall be taken or condemned that (a) the part so taken includes the building on the demised premises or any part thereof or (b) the part so taken shall remove from the premises 20% or more of the front depth of the parking areas thereoftaking, or (c) the part so taken shall consist as defined herein, of 25% or more of the total parking areaLand, or 25% of the area of the Building and even though such taking does not affect (d20%) such partial taking shall result in cutting off direct access from twenty percent or more of the floor area of the demised premises to any adjacent public street or highway, then and in any such eventpremises, the TENANT may at any time either prior Lessor shall nonetheless have the right to or terminate this lease by notifying the Lessee of the Lessor's election to terminate within a period of sixty (6090) days after the date when possession final determination of the premises shall be required by amount of the condemning authority elect to terminate this Leaseaward, or if to restore any option to purchase the premises is conferred upon the TENANT by any other provision of this Lease, may as an alternative to such termination of this Lease elect to purchase the demised premises in accordance with such purpose option. In the event that TENANT shall fail to exercise any such option to terminate this Lease or to purchase the premises or in the event that a part of the demised premises so remaining and in the case of such restoration, the rent shall be taken or condemned under circumstances under which abated to the TENANT will have no such optionextent provided above. The Lessor reserves and excepts all rights to damages to the Land, then and in either such event the LANDLORD shallBuilding, with reasonable promptness, make necessary repairs to and alterations of the improvements on the demised premises for and the purpose leasehold hereby created or awards with respect thereto, then or thereafter accruing, by reason of restoring any taking by eminent domain or by reason of anything lawfully done or required by any public authority, and the same to an economic architectural unit, susceptible Lessee grants to the same use as that which was in effect immediately prior Lessor all the Lessee's rights, if any, to such takingdamages except with respect to the value of its personal property, trade fixtures and equipment and its relocation expenses to the extent that may have been necessary compensated by such condemnation, subject to a pro-rata reduction in rental. Any dispute resulting from Section 9.3 of this Lease separate award and shall be submitted execute and deliver to the American Arbitration Society, whose decision shall be binding on Lessor such further instruments of assignments thereof as the parties heretoLessor may from time to time request.

Eminent Domain. If the wholewhole of the Premises, or so much thereof as to render the balance unusable by the Lessee, shall be taken under power of eminent domain, this Lease shall automatically terminate as of the date of such condemnation, or as of the date possession is taken by the condemning authority, whichever is earlier. No award for any partial or entire taking shall be apportioned, and the Lessee hereby assigns to the Lessor any award which may be made in such taking or condemnation, together with any and all rights of the Lessee now or hereafter arising in or to the same or any part thereof, provided, however, that nothing contained herein shall be deemed to give the Lessor any interest in or to require the Lessee to assign to the Lessor any award made to the Lessee for its relocation expenses, the taking of personal property and fixtures belonging to the Lessee, the interruption of or damage to the Lessee’s business and/or for the Lessee’s unamortized cost of leasehold improvements. The unamortized portion of the demised premises Lessee’s expenditures for improving the Premises shall be taken or condemned determined by any competent authority for any public use or purpose during multiplying such expenditures by a fraction, the numerator of which shall be the number of years of the term of this Lease. TENANT reserves Lease which shall not have expired at the unto itself time of such appropriation or taking -and the right to prosecute its claim for an award based upon its leasehold interest for such taking, without impairing any rights denominator of LANDLORD for which shall be the taking number of or injury to the reversion. In the event that a part years of the demised premises shall be taken or condemned that (a) the part so taken includes the building on the demised premises or any part thereof or (b) the part so taken shall remove from the premises 20% or more of the front depth of the parking areas thereof, or (c) the part so taken shall consist of 25% or more of the total parking area, or (d) such partial taking shall result in cutting off direct access from the demised premises to any adjacent public street or highway, then and in any such event, the TENANT may at any time either prior to or within a period of sixty (60) days after the date when possession of the premises shall be required by the condemning authority elect to terminate this Lease, or if any option to purchase the premises is conferred upon the TENANT by any other provision of this Lease, may as an alternative to such termination term of this Lease elect to purchase which shall not have expired at the demised premises in accordance with such purpose optiontime of improving the Premises. In the no event that TENANT shall fail unexercised options to exercise any such option to terminate this Lease renew or to purchase the premises or in the event that a part of the demised premises shall extend be taken or condemned under circumstances under which into consideration in determining the TENANT will have no such option, then and in either such event the LANDLORD shall, with reasonable promptness, make necessary repairs payment to and alterations of the improvements on the demised premises for the purpose of restoring the same to an economic architectural unit, susceptible be made to the same use as that which was Lessee. The Lessee’s right to receive compensation or damages for its fixtures and personal property shall not be affected in effect immediately prior to such taking, to the extent that may have been necessary by such condemnation, subject to a pro-rata reduction in rental. Any dispute resulting from Section 9.3 of this Lease shall be submitted to the American Arbitration Society, whose decision shall be binding on the parties heretoany manner thereby.

Eminent Domain. If the whole, or any part of the demised premises shall be taken or condemned by any competent authority for any public use or purpose during the term of this Lease. lease, TENANT reserves the unto itself the right to prosecute its claim for an award based upon its leasehold interest for such taking, without impairing any rights of LANDLORD for the taking of or injury to the reversion. In the event that a part of the demised premises shall be taken or condemned that and (a) the part so taken includes the building on the demised premises or any part thereof or (b) the part so taken shall remove from the premises 20% or more of the front depth of the parking areas thereof, thereof or (c) the part so taken shall consist of 25% or more of the total parking area, area or (d) such partial taking shall result in cutting off direct access from the demised premises to any adjacent public street or highway, then and in any such event, the TENANT may at any time either prior to or within a period of sixty (60) days after the date when possession of the premises shall be required by the condemning authority elect to terminate this LeaseLease or, or if any option to purchase the premises is conferred upon the TENANT by any other provision of this Lease, may as an alternative to such termination of this Lease elect to purchase the demised premises in accordance with such purpose purchase option, except that there shall be deducted from the purchase price to be paid for the premises all of the LANDLORD'S award from the condemnation proceeding. In the event that TENANT shall fail to exercise any such option to terminate this Lease or to purchase the premises or in the event that a part of the demised premises shall be taken or condemned under circumstances under which the TENANT will have no such option, then and in either such event the LANDLORD shall, with reasonable promptness, make necessary repairs to and alterations of the improvements on the demised premises for the purpose of restoring the same to an economic a comparable architectural unit, susceptible to the same use as that which was in effect immediately prior to such taking, to the extent that may have been necessary by such condemnation, subject to a pro-rata reduction in rental. Any dispute resulting from arising under Section 9.3 of this Lease shall be submitted to the American Arbitration Society, whose decision shall be binding on the parties hereto.

Eminent Domain. If the whole, or any part of the demised premises prernises shall be taken or condemned by any competent authority for any public use or purpose during the term of this Lease. lease, TENANT reserves the unto itself the right to prosecute its claim for an award based upon its leasehold interest for such taking, without impairing any rights of LANDLORD for the taking of or injury to the reversion. In the event that a part of the demised premises promises shall be taken or condemned that (a) the part so taken includes the building on the demised premises or any part thereof or (b) the part so taken shall remove from the premises 20% or more of the front depth of the parking areas thereof, thereof or (c) the part so taken shall consist of 25% or more of the total parking area, area or (d) such partial taking shall result in cutting off direct access from the demised premises to any adjacent public street or highway, then and in any such event, the TENANT may at any time either prior to or within a period of sixty (60) days after the date when possession of the premises shall be required by the condemning authority elect to terminate this LeaseLease or, or if any option to purchase the premises promises is conferred upon the TENANT by any other provision of this Lease, may as an alternative to such termination of this Lease elect to purchase the demised premises in accordance with such purpose purchase option, except that there shall be deducted from the purchase price to be paid for the premises all of the LANDLORD'S award from the condemnation proceeding. In the event that TENANT shall fail to exercise any such option to terminate this Lease or to purchase the premises or in the event that a part of the demised premises shall be taken or condemned under circumstances under which the TENANT will have no such option, then and in either such event the LANDLORD shall, with reasonable promptness, make necessary repairs to and alterations of the improvements Improvements on the demised premises for the purpose of restoring the same to an economic architectural unit, susceptible to the same use as that which was in effect immediately prior to such taking, to the extent that may have been necessary by such condemnation, subject to a pro-rata reduction in rental. Any dispute resulting from Section 9.3 of this Lease shall be submitted to the American Arbitration Society, whose decision shall be binding on the parties hereto.

Eminent Domain. (a) If the whole, any or any part all of the demised premises Premises are taken by the exercise of any power of eminent domain or are conveyed to or at the direction of any governmental entity under a threat of any such taking (each of which is hereinafter referred to as a "Condemnation"), Landlord, subject to subparagraph (c) below shall be taken entitled to collect from the condemning authority thereunder the entire amount of any award made in any such proceeding or condemned by any competent authority as consideration for such deed, without deduction therefrom for any public use leasehold or purpose during the term other estate held by Tenant by virtue of this Lease. TENANT reserves the unto itself the . (b) Tenant, subject to subparagraph (c) below, hereby (i) assigns to Landlord all of Tenant's right, title and interest, if any, in and to any such award, (ii) waives any right which it may otherwise have in connection with such Condemnation, against Landlord or such condemning authority, to prosecute its claim any payment for an award based upon its leasehold interest for such taking, without impairing any rights of LANDLORD for the taking of or injury to the reversion. In the event that a part of the demised premises shall be taken or condemned that (a) the part so taken includes value of the building on then unexpired portion of the demised premises or any part thereof or Term, (b) leasehold damages (except the part so taken shall remove from the premises 20% unamortized portion of any improvements paid for by Tenant and title to which is retained by Tenant, provided such amount does not diminish and/or delay any award or more payment which Landlord would otherwise receive as a result of the front depth of the parking areas thereofsuch condemnation), or and (c) the part so taken shall consist of 25% any damage to or more diminution of the total parking area, value of Tenant's leasehold interest hereunder or (d) such partial taking shall result in cutting off direct access from the demised premises to any adjacent public street or highway, then and in any such event, the TENANT may at any time either prior to or within a period of sixty (60) days after the date when possession portion of the premises shall Premises not covered by such Condemnation; and (iii) agrees to execute any and all further documents which may be required by in order to facilitate the condemning authority elect to terminate this Lease, or if Landlord's collection of any option to purchase and all such awards. (c) Notwithstanding the premises is conferred upon the TENANT by any other provision foregoing provisions of this LeaseParagraph, Tenant may as an alternative seek a separate award pursuant to such termination of this Lease elect to purchase the demised premises in accordance with such purpose option. In the event that TENANT shall fail to exercise any such option to terminate this Lease or to purchase the premises or in the event that a part Section 25-46.21:1 of the demised premises shall be taken Code of Virginia, as amended, so long as such separate award in no way diminishes and/or delays any award or condemned under circumstances under payment which the TENANT will have no Landlord would otherwise receive as a result of such option, then and in either such event the LANDLORD shall, with reasonable promptness, make necessary repairs to and alterations of the improvements on the demised premises for the purpose of restoring the same to an economic architectural unit, susceptible to the same use as that which was in effect immediately prior to such taking, to the extent that may have been necessary by such condemnation, subject to a pro-rata reduction in rental. Any dispute resulting from Section 9.3 of this Lease shall be submitted to the American Arbitration Society, whose decision shall be binding on the parties heretoCondemnation.

Eminent Domain. (a) If the whole, all or any part substantially all of the demised premises Demised Premises shall be taken or condemned by any competent authority for any public or quasi-public use under any statute or purpose during by right of eminent domain or by private purchase in lieu thereof, then this Lease shall automatically terminate as of the term of this Lease. TENANT reserves the unto itself the right date that possession has been taken, and Tenant’s obligation to prosecute its claim for an award based upon its leasehold interest for such taking, without impairing pay Basic Rental and any rights of LANDLORD for the taking of or injury to the reversionadditional rent shall cease. In the event that a part of the demised premises shall be taken or condemned that twenty-five (a25%) the part so taken includes the building on the demised premises or any part thereof or (b) the part so taken shall remove from the premises 20% percent or more of the front depth of Building(s) and/or parking area on the parking areas thereof, or (c) the part Demised Premises are so taken shall consist of 25% (or more of the total parking area, or (d) such partial taking shall result in cutting off direct access from the demised premises to any adjacent public street or highwayso purchased), then and in any Landlord or Tenant shall have the right, but not the obligation, to terminate this Lease by giving written notice of such event, termination to the TENANT may at any time either other party on or prior to or within a period of sixty the date one hundred eighty (60180) days after the date when possession of such taking (or purchase), and, upon the giving of such notice of termination the Term shall expire and come to an end on the last day of the premises calendar month in which such notice shall be required given, with the same force and effect as if said day had been originally fixed herein as the expiration date of the Term. In the event this Lease shall terminate or shall be terminated, the Basic Rental and all other rents and charges shall, if and when necessary, be adjusted to the day of the taking (or purchase) and neither party shall have any further rights or liabilities hereunder. (b) Tenant shall not be entitled to any award or payment in lieu thereof; but Tenant may file a claim for any taking of personal property owned by Tenant, for Tenant’s moving expenses and any award to which Tenant may be entitled under applicable law which does not adversely affect Landlord’s award, but not the condemning authority elect value of any leasehold interest which shall be paid in full to terminate this Lease, Landlord. (c) In the event of a partial taking (or if any option to purchase purchase) not resulting in the premises is conferred upon the TENANT by any other provision termination of this Lease, may as an alternative pursuant to the provisions of Section 19(a) hereof, Tenant shall expeditiously make all repairs to the Demised Premises affected by such termination taking (or purchase) to the extent necessary to restore the same to a complete architectural unit (to the extent permitted, however, taking into consideration the amount of this Lease elect Land remaining after any such taking or purchase). Landlord shall make the condemnation award received by it available to purchase the demised premises Tenant for restoration in accordance with Section 16(e) hereof. If the condemnation award is insufficient for the restoration of the Demised Premises, Tenant shall deposit such purpose option. In the event that TENANT insufficiency with Landlord, to be disbursed as provided in Section 16(e) hereof. (d) There shall fail to exercise be absolutely no abatement in Basic Rental or any such option to terminate additional rent or charges provided in this Lease or to purchase the premises or in the event that as a result of any condemnation of any part of the demised premises shall be taken or condemned under circumstances under which the TENANT will have no such optionDemised Premises, then and in either such event the LANDLORD shall, with reasonable promptness, make necessary repairs to and alterations of the improvements on the demised premises for the purpose of restoring the same to an economic architectural unit, susceptible to the same use as that which was in effect immediately prior to such taking, to the extent that may have been necessary by such condemnation, subject to a pro-rata reduction in rental. Any dispute resulting from Section 9.3 of unless this Lease shall be submitted terminated pursuant to the American Arbitration Society, whose decision shall be binding on the parties heretothis Section 19.

Eminent Domain. If the wholewhole of the Premises or the Project or so much of the Premises or Project parking facility as to render the Premises (or the balance thereof) unusable by Tenant shall be taken under power of eminent domain, or is sold, transferred or conveyed in lieu thereof, this Lease shall automatically terminate as of the date of such condemnation, or as of the date possession is taken by the condemning authority, at Landlord’s option. No award for any partial or entire taking shall be apportioned and Tenant hereby assigns to Landlord any award which may be made in such taking or condemnation, together with any and all rights of Tenant now or hereafter arising in or to the same or any part of the demised premises thereof; provided, however, that nothing contained herein shall be taken deemed to give Landlord any interest in or condemned by to require Tenant to assign to Landlord any competent authority for any public use or purpose during the term of this Lease. TENANT reserves the unto itself the right award made to prosecute its claim for an award based upon its leasehold interest for such taking, without impairing any rights of LANDLORD Tenant for the taking of personal property and trade fixtures belonging to Tenant and removable by Tenant at the expiration of the Term hereof as provided hereunder or injury to for the reversioninterruption of, or damage to, Tenant’s business. In the event of a partial taking described in this Article 18, or a sale, transfer or conveyance in lieu thereof, which does not result in a termination or this Lease, the rent shall be apportioned according to the ration that a the part of the demised premises shall be taken or condemned that (a) Premises remaining useable by Tenant bears to the part so taken includes the building on the demised premises or any part thereof or (b) the part so taken shall remove from the premises 20% or more total area of the front depth Premises. Tenant hereby waives any and all rights it might otherwise have pursuant to Section 1265.130 of the parking areas thereof, or (c) the part so taken shall consist California Code of 25% or more of the total parking area, or (d) such partial taking shall result in cutting off direct access from the demised premises to any adjacent public street or highway, then and in any such event, the TENANT may at any time either prior to or within a period of sixty (60) days after the date when possession of the premises shall be required by the condemning authority elect to terminate this Lease, or if any option to purchase the premises is conferred upon the TENANT by any other provision of this Lease, may as an alternative to such termination of this Lease elect to purchase the demised premises in accordance with such purpose option. In the event that TENANT shall fail to exercise any such option to terminate this Lease or to purchase the premises or in the event that a part of the demised premises shall be taken or condemned under circumstances under which the TENANT will have no such option, then and in either such event the LANDLORD shall, with reasonable promptness, make necessary repairs to and alterations of the improvements on the demised premises for the purpose of restoring the same to an economic architectural unit, susceptible to the same use as that which was in effect immediately prior to such taking, to the extent that may have been necessary by such condemnation, subject to a pro-rata reduction in rental. Any dispute resulting from Section 9.3 of this Lease shall be submitted to the American Arbitration Society, whose decision shall be binding on the parties heretoCivil Procedure.

Eminent Domain. A- 17.01 If the whole, whole or any part substantially all of the demised premises Premises shall be taken acquired or condemned by any competent authority eminent domain for any public or quasi-public use or purpose during purpose, then and in that event, the term of this Lease shall cease and terminate from the date of title vesting in such proceeding and the Tenant shall have no claim against Landlord for the value of any unexpired term of said lease. In the event that more than 25%, but less than the whole or substantially the whole of the ground floor area of the Premises shall be so condemned, the Landlord and the Tenant shall each have the right to cancel and terminate this Lease, upon the giving of written notice to the other party not later than thirty (30) days after the date of vesting of title in the condemning authority, of the said party' s election to terminate said Lease. Termination shall be effected as of the time that possession of the part so taken shall be required for public use, Rent shall be apportioned and adjusted as of the time of termination and Tenant shall have no claim against Landlord for the value of any unexpired term of this Lease. TENANT reserves In the unto itself event that not more than 25% of the right to prosecute its claim for an award based upon its leasehold interest for ground floor area of the Premises shall be taken by condemnation or in the event that the Lease shall not be terminated as aforesaid, then the Term of this Lease shall continue in full force and effect and the Landlord shall repair the remaining part of the Premises, if any part thereof has been taken in such takingcondemnation, without impairing and thereafter the Rent shall abate in the proportion which th▇ ▇▇▇are foot area of any rights part of LANDLORD for the taking of or injury Premises so taken bears to the reversionentire Premises. In the event that a any condemnation shall not affect the Building in which the Premises are contained, this Lease shall in no way be affected and Rent shall in no way abate. No part of any award ▇▇▇ any such taking by condemnation or eminent domain shall belong to the Tenant and Tenant covenants to execute such instruments of assignment as shall be necessary or reasonably required by Landlord in any condemnation or eminent domain proceedings, if so requested, and to turn over to Landlord any damages that may be recovered in such proceedings. Any award, however, for damages for trade fixtures installed by Tenant or anyone claiming under Tenant at its own expense and which are not part of the demised premises realty shall be taken or condemned that (a) belong to the part so taken includes Tenant. The Landlord shall have the building on absolute right to settle any claim in condemnation proceedings without interference from Tenant and without any obligation to Tenant, and Landlord shall have the demised premises or any part thereof or (b) the part so taken shall remove from the premises 20% or more absolute right to make a conveyance of title of the front depth real property being taken by condemnation proceedings to the public or quasi public authority having the power of eminent domain in lieu of the parking areas condemnation proceedings, and where said conveyance is made in lieu thereof, it shall have the same force and effect herein as if the condemnation proceedings had proceeded to full and final completion. A conveyance of title in lieu of such proceedings shall not be made prior to the actual commencement of proceedings or (c) the part so taken shall consist filing of 25% or more formal notice of the total parking area, or (d) such partial taking shall result in cutting off direct access from the demised premises to any adjacent public street or highway, then and in any such event, the TENANT may at any time either prior to or within a period of sixty (60) days after the date when possession of the premises shall be required by the condemning authority elect to terminate this Lease, or if any option to purchase the premises is conferred upon the TENANT by any other provision of this Lease, may as an alternative to such termination of this Lease elect to purchase the demised premises in accordance with such purpose option. In the event that TENANT shall fail to exercise any such option to terminate this Lease or to purchase the premises or in the event that a part of the demised premises shall be taken or condemned under circumstances under which the TENANT will have no such option, then and in either such event the LANDLORD shall, with reasonable promptness, make necessary repairs to and alterations of the improvements on the demised premises for the purpose of restoring the same to an economic architectural unit, susceptible to the same use as that which was in effect immediately prior to such taking, to the extent that may have been necessary by such condemnation, subject to a pro-rata reduction in rental. Any dispute resulting from Section 9.3 of this Lease shall be submitted to the American Arbitration Society, whose decision shall be binding on the parties hereto.

Eminent Domain. If the whole, or any part of the demised premises shall be taken or condemned by any competent authority for any public use or purpose during the term of this Lease. TENANT reserves the unto itself the right to prosecute its claim for an award based upon its leasehold interest for such taking, without impairing any rights of LANDLORD for the taking of or injury to the reversion. 25.1 In the event that a part of the demised premises shall be taken or condemned that (a) the part so taken includes the building on the demised premises or any part thereof whole of all Affected Areas or (b) the such part so taken thereof as shall remove from the premises 20% or more substantially interfere with Tenant’s use and occupancy of the front depth Premises for the Permitted Use shall be taken for any public or quasi-public purpose by any lawful power or authority by exercise of the right of appropriation, condemnation or eminent domain, or sold to prevent such taking, Tenant or Landlord may terminate this Lease effective as of the date possession is required to be surrendered to such authority, except with regard to (y) items occurring prior to the taking and (z) provisions of this Lease that, by their express terms, survive the expiration or earlier termination hereof. 25.2 In the event of a partial taking of (a) the Building or the Project or (b) drives, walkways or parking areas thereofserving the Building or the Project for any public or quasi-public purpose by any lawful power or authority by exercise of right of appropriation, condemnation, or (c) the part so taken shall consist of 25% eminent domain, or more sold to prevent such taking, then, without regard to whether any portion of the total parking areaPremises occupied by Tenant was so taken, or (d) such partial taking shall result in cutting off direct access from the demised premises to any adjacent public street or highway, then and in any such event, the TENANT Landlord may at any time either prior to or within a period of sixty (60) days after the date when possession of the premises shall be required by the condemning authority elect to terminate this Lease, or if any option Lease (except with regard to purchase (a) items occurring prior to the premises is conferred upon the TENANT by any other provision of this Lease, may as an alternative to such termination taking and (b) provisions of this Lease elect that, by their express terms, survive the expiration or earlier termination hereof) as of such taking if such taking is, in Landlord’s sole opinion, of a material nature such as to purchase make it uneconomical to continue use of the demised premises unappropriated portion for purposes of renting office or laboratory space. 25.3 To the extent permitted under all applicable Loan Documents or otherwise consented to by any and all Lenders whose consent is required thereunder, Tenant shall be entitled to any award that is specifically awarded as compensation for (a) the taking of Tenant’s personal property that was installed at Tenant’s expense and (b) the costs of Tenant moving to a new location. Except as set forth in accordance with the previous sentence, any award for such purpose optiontaking shall be the property of Landlord. 25.4 It upon any taking of the nature described in this Article, this Lease continues in effect, then Landlord shall promptly proceed to restore the Affected Areas to substantially their same condition prior to such partial taking. In To the extent such restoration is infeasible, as determined by Landlord in its sole and absolute discretion, the Rent shall be decreased proportionately to reflect the loss of any portion of the Premises no longer available to Tenant. Notwithstanding anything to the contrary contained in this Article, Landlord shall not be required to restore the Affected Areas to the extent that Landlord is prohibited from doing so by any applicable Loan Document or any Lender whose consent is required thereunder withholds its consent. 25.5 This Article sets forth the terms and conditions upon which this Lease may terminate in the event that TENANT shall fail to exercise of any such option taking. Accordingly, the parties hereby waive the provisions of California Code of Civil Procedure Section 1265.130 (and any successor statutes) permitting the parties to terminate this Lease or to purchase the premises or in the event that as a part result of the demised premises shall be taken or condemned under circumstances under which the TENANT will have no such option, then and in either such event the LANDLORD shall, with reasonable promptness, make necessary repairs to and alterations of the improvements on the demised premises for the purpose of restoring the same to an economic architectural unit, susceptible to the same use as that which was in effect immediately prior to such any taking, to the extent that may have been necessary by such condemnation, subject to a pro-rata reduction in rental. Any dispute resulting from Section 9.3 of this Lease shall be submitted to the American Arbitration Society, whose decision shall be binding on the parties hereto.

Eminent Domain. If the whole, all or any part of the demised premises Premises shall be taken or condemned by any competent public or quasi-public authority under the power of eminent domain or conveyance in lieu thereof, this Lease shall terminate as to any portion of the Premises so taken or conveyed on the date when title vests in the condemnor, and Landlord shall be entitled to any and all payments, income, rent, award or any interest therein whatsoever which may be paid or made in connection with such taking or conveyance. Tenant shall have no claim against Landlord or otherwise for the value of any public use or purpose during the unexpired term of this Lease. TENANT reserves Notwithstanding the unto itself the right foregoing, Tenant shall be entitled to prosecute any compensation for its claim for an award based upon its leasehold interest for relocation expenses necessitated by such taking, without impairing any rights but only to the extent the condemning authority makes a separate award therefor or specifically identifies a portion of LANDLORD for the award as being therefor. Each party waives the provisions of Section 1265.130 of the California Code of Civil Procedure (which section allows either party to petition the Superior Court to terminate this Lease in the event of a partial taking of or injury to the reversionPremises). In the event of a partial taking, or conveyance in lieu thereof, of the Premises, then Tenant may terminate this Lease as of the date of such taking if Tenant determines that the remaining portion of the Premises is not satisfactory for Tenant’s use. Any election by Tenant to so terminate shall be by written notice given to Landlord within fifteen (15) days from the date of such taking or conveyance. If a portion of the Premises is taken by power of eminent domain or conveyance in lieu thereof and neither Landlord nor Tenant terminates this Lease as provided above, then this Lease shall continue in full force and effect as to the part of the demised premises shall be Premises not so taken or condemned that (a) the part so taken includes the building on the demised premises or any part thereof or (b) the part so taken shall remove from the premises 20% or more of the front depth of the parking areas thereof, or (c) the part so taken shall consist of 25% or more of the total parking area, or (d) such partial taking shall result in cutting off direct access from the demised premises to any adjacent public street or highway, then and in any such event, the TENANT may at any time either prior to or within a period of sixty (60) days after the date when possession of the premises shall be required by the condemning authority elect to terminate this Lease, or if any option to purchase the premises is conferred upon the TENANT by any other provision of this Lease, may as an alternative to such termination of this Lease elect to purchase the demised premises in accordance with such purpose option. In the event that TENANT shall fail to exercise any such option to terminate this Lease or to purchase the premises or in the event that a part of the demised premises shall be taken or condemned under circumstances under which the TENANT will have no such option, then and in either such event the LANDLORD shall, with reasonable promptness, make necessary repairs to and alterations of the improvements on the demised premises for the purpose of restoring the same to an economic architectural unit, susceptible to the same use as that which was in effect immediately prior to such taking, to the extent that may have been necessary by such condemnation, subject to a pro-rata reduction in rental. Any dispute resulting from Section 9.3 of this Lease shall be submitted to the American Arbitration Society, whose decision shall be binding on the parties heretoconveyed.

Eminent Domain. If the whole, whole or any part of the demised demises premises shall be taken or condemned by any competent authority for any public or quasi public use under any statute or purpose during the term by right of this Lease. TENANT eminent domain or by private purchase in lieu thereof; Tenant reserves the unto itself the right to prosecute its claim for an award based bases upon injury caused to its leasehold interest for by such taking, without impairing any rights of LANDLORD Landlord for the taking of or injury to the reversion. In 1n the event that a part of the demised premises shall be taken or condemned and that (a) the part so taken includes the building on the demised premises or any part thereof or (b) the part so taken shall remove from the premises twenty percent (20% %) or more of the front depth of the parking areas thereof, area thereof or (c) the part so taken shall consist of twenty-five percent (25% ) or more of the total parking area, area or (( d) such partial taking part so taken shall result in cutting off direct access from the demised premises to any adjacent public street or highway, then then, and in any such event, the TENANT Tenant may at any time either prior to or within a period of sixty (60) days after the date when possession of the premises shall be required by the condemning taking authority elect to terminate this Lease, or if any option to purchase the premises is conferred upon the TENANT by any other provision of this Lease, may as an alternative to such termination of this Lease elect to purchase the demised premises in accordance with such purpose option. In the event that TENANT Tenant shall fail to exercise any such option to terminate this Lease or to purchase the premises or in the event that a part of the demised demises premises shall be taken or condemned under by circumstances under which the TENANT Tenant will have no such option, then and in either such event the LANDLORD Landlord shall, at its own cost and expense and with reasonable promptness, make necessary repairs to and alterations restore the remaining portion of the improvements on the demised premises for to the purpose of restoring extent necessary to reconstitute the same to an economic improvements thereon as a complete architectural unit, susceptible to the same use as that which was in effect immediately prior to such taking, to taking and the extent that may have been necessary by such condemnation, subject to a pro-rata reduction in rental. Any dispute resulting from Section 9.3 base rental payable under the provisions of this Lease shall be submitted equitably reduced according to the American Arbitration Society, whose decision shall be binding on decrease in the parties heretoutility of the premises for the Tenant's intended use and the effect thereof upon the business of Tenant.

Eminent Domain. If the wholeleased premises, or any part thereof, or the whole or any part of the demised premises building of which they are a part, shall be taken or condemned by any competent authority for any public use purpose by exercise of the power of eminent domain or purpose condemnation, or by action of the city or other authorities or shall receive any direct or consequential damage for which the Lessor or Lessee shall be entitled to compensation by reason of anything lawfully done in pursuance of any authority after the execution hereof and during said term shall terminate and such option may be exercised in the term case of this Lease. TENANT reserves the unto itself the right to prosecute its claim for an award based upon its leasehold interest for any such taking, without impairing any rights of LANDLORD for notwithstanding the taking of or injury to the reversion. In the event that a part entire interest of the demised premises Lessor and the Lessee may have been divested by such taking. Said option to terminate shall be taken exercised by either the Lessor or condemned that the Lessee, by giving a written notice of exercise of such option to terminate in the manner described in Section 17 of this lease. Said option to terminate shall not be exercised by either party (a) earlier than the part so taken includes the building on the demised premises or any part thereof or effective date of taking, nor (b) the part so taken shall remove from the premises 20% or more of the front depth of the parking areas thereof, or later than thirty (c) the part so taken shall consist of 25% or more of the total parking area, or (d) such partial taking shall result in cutting off direct access from the demised premises to any adjacent public street or highway, then and in any such event, the TENANT may at any time either prior to or within a period of sixty (6030) days after the effective date when possession of taking. The mailing of the premises notice of exercise as set forth herein above shall be required by deemed to be the condemning authority elect to terminate this Lease, or if any option to purchase the premises is conferred exercise of said option; and upon the TENANT by any other provision giving of such notice, this Leaselease shall be terminated as of the date of the taking. If this lease and said term are not so terminated, may as an alternative to such termination then in case of this Lease elect to purchase the demised premises in accordance with such purpose option. In the event that TENANT shall fail to exercise any such option taking or destruction of or damage to terminate this Lease the leased premises, rendering the same or any part therefor unfit for use and occupation, a just proportion of the rent herein before reserved, according to purchase the premises nature and extent of the damage to the leased premises, shall be suspended or abated until, in the event that a part case of the demised premises shall be taken or condemned under circumstances under which the TENANT will have no such option, then and in either such event the LANDLORD shall, with reasonable promptness, make necessary repairs to and alterations of the improvements on the demised premises for the purpose of restoring the same to an economic architectural unit, susceptible to the same use as that which was in effect immediately prior to such taking, what may remain of the leased premises, shall have been put in proper condition for use and occupation. The Lessee hereby assigns to the extent Lessor any and all claims and demands for damages on account of any such taking or for compensation for anything lawfully done in pursuance of any public authority, and covenants with the Lessor that may have been necessary by such condemnation, subject the Lessee will from time to a pro-rata reduction in rental. Any dispute resulting from Section 9.3 of this Lease shall be submitted time execute and deliver to the American Arbitration Society, whose decision shall be binding on Lessor such further instruments of assignment of any ;such claims and demands as the parties heretoLessee's personal property or other improvements installed by Lessee with Lessor's written permission.

Eminent Domain. (a) If at any time during the wholeTerm of this Agreement, title to the whole or materially all of the Leased Premises shall be taken by the exercise of any right of condemnation or eminent domain or, in lieu or anticipation thereof, by agreement between Lessor and those authorized to exercise such right, or any by Lessor pursuant to its authority under law to do so, Lessee, at its option may cancel this Agreement by notice to Lessor and ▇▇▇▇▇▇'s liability to perform the terms and conditions of this Agreement shall cease, and the aggregate of awards collected, after the payment of fees and expenses incurred in the establishment and collection of such awards, shall be paid and applied in the following order of priority: (i) To payment to Lessor of the value of the land so taken, subject to this Agreement and subject to the limitation on use of the land for campus purposes; (ii) To payment of the Leasehold Mortgage; and (iii) To pay Lessee such amounts, if any, as are payable to subcontractors under subleases; and (iv) Remainder to Lessee. For purposes of this Section, "materially all of the Leased Premises" shall be deemed to have been taken if (i) prior to or during initial construction of the Project, part of the demised premises net leasable space of the Project shall be so taken and Lessee has determined that Lessee and its present or potential sublessees are unable to develop the remainder of the Leased Premises for the Project to its reasonable satisfaction, or (ii) after initial construction of the Project, more than ten percent (10%) of the rentable square footage of the Project has been so taken and Lessee reasonably determines that the remaining leasable area of the Project is not sufficient to make the continued operation of the Project economically viable. Subject to the provisions of any Leasehold Mortgage, if at any time during the Term of this Agreement, title to less than materially all of the Leased Premises shall be taken as aforesaid, all of the award or condemned by any competent authority for any public use awards or purpose during other proceeds shall be paid over to Lessee, or, at Lessee's request, to its sublessee, provided the term amount of this Lease. TENANT reserves the unto itself the right to prosecute its claim for an award based upon its leasehold interest for such takingdoes not exceed $100,000, without impairing any rights of LANDLORD for the taking of or injury or, if it does exceed $100,000, then to the reversionInsurance Trustee, for release during restoration in the same manner as the proceeds of casualty insurance are to be released for repair and rebuilding under the provisions of Section 10 hereof. In Lessor shall promptly endorse any checks payable to the event that a part order of Lessor in connection such with awards and shall deliver the same to Lessee or to the Leasehold Mortgagee, as the case may be. Any portion of the demised premises award remaining after restoration of the Project and/or Improvements shall be paid to the Leasehold Mortgagee, if required, and the balance of the award shall be paid to Lessor. If title to less than materially all of the Leased Premises shall be taken or condemned that (a) the part so taken includes the building on the demised premises or any part thereof or (b) the part so taken as aforesaid, this Agreement shall remove from the premises 20% or more of the front depth of the parking areas thereof, or (c) the part so taken shall consist of 25% or more of the total parking area, or (d) such partial taking shall result continue in cutting off direct access from the demised premises to any adjacent public street or highway, then full force and in any such event, the TENANT may at any time either prior to or within a period of sixty (60) days after the date when possession of the premises shall be required by the condemning authority elect to terminate this Lease, or if any option to purchase the premises is conferred upon the TENANT by any other provision of this Lease, may as an alternative to such termination of this Lease elect to purchase the demised premises in accordance with such purpose option. In the event that TENANT shall fail to exercise any such option to terminate this Lease or to purchase the premises or in the event that a part of the demised premises shall be taken or condemned under circumstances under which the TENANT will have no such option, then and in either such event the LANDLORD shall, with reasonable promptness, make necessary repairs to and alterations of the improvements on the demised premises for the purpose of restoring the same to an economic architectural unit, susceptible to the same use as that which was in effect immediately prior to such taking, to the extent that may have been necessary by such condemnation, subject to a pro-rata reduction in rental. Any dispute resulting from Section 9.3 of this Lease shall be submitted to the American Arbitration Society, whose decision shall be binding on the parties heretoeffect.

Eminent Domain. If In the whole, or any part event the whole of the demised premises Premises, the Building or the Project shall be taken under the power of eminent domain, or condemned by sold to prevent the exercise thereof (collectively, a 'Taking"), this Lease shall automatically terminate as of the date of such Taking. In the event a Taking of a portion of the Project, the Building or the Premises shall, in the reasonable opinion of Landlord, substantially interfere with Landlord's operation thereof, Landlord may terminate this Lease upon thirty (30) days' written notice to Tenant given at any competent authority for any public use time within sixty (60) days following the date of such Taking provided that Landlord terminates all other leases in the Building. If more than twenty percent (20%) of the Premises, Parking Area or purpose during Common Areas, is the term subject of a Taking and such Taking materially and adversely affects Tenant's ability to operate its business in the Premises, Tenant shall be entitled to terminate this Lease upon written notice to Landlord given within sixty (60) days of the Taking. For purposes of this Lease. TENANT reserves , the unto itself date of Taking shall be the right to prosecute its claim for an award based upon its leasehold interest for earlier of the date of transfer of title resulting from such taking, without impairing any rights Taking or the date of LANDLORD for the taking transfer of or injury to the reversionpossession resulting from such Taking. In the event that a part portion of the demised premises shall be taken or condemned that (a) the part Premises is so taken includes the building on the demised premises or any part thereof or (b) the part so taken shall remove from the premises 20% or more of the front depth of the parking areas thereof, or (c) the part so taken shall consist of 25% or more of the total parking area, or (d) such partial taking shall result in cutting off direct access from the demised premises to any adjacent public street or highway, then and in any such event, the TENANT may at any time either prior to or within a period of sixty (60) days after the date when possession of the premises shall be required by the condemning authority elect to terminate this Lease, or if any option to purchase the premises is conferred upon the TENANT by any other provision of this Lease, may as an alternative to such termination of this Lease elect to purchase the demised premises in accordance with such purpose option. In the event that TENANT shall fail to exercise any such option to terminate this Lease or to purchase the premises or in the event that a part of the demised premises shall be taken or condemned under circumstances under which the TENANT will have no such optionis not terminated, then and in either such event the LANDLORD Landlord shall, with reasonable promptnessdiligence, make necessary repairs to and alterations of the improvements on the demised premises for the purpose of restoring the same to an economic architectural unit, susceptible to the same use as that which was in effect immediately prior to such taking, restore (to the extent that may have been necessary permitted by such condemnationLaw then applicable to the Project) the Premises (other than Tenant's personal property and trade fixtures, subject and above-standard tenant improvements) to a pro-rata reduction in rentalcomplete, functioning unit. Any dispute resulting from Section 9.3 In such case, the Rent shall be reduced proportionately based on the portion of the Premises so taken, or equitably, if a Taking of Parking Area or other Common Areas. If all or any portion of the Premises is the subject of a temporary Taking, this Lease shall remain in full force and effect and Tenant shall continue to perform each of its obligations under this Lease; in such case, Tenant shall be submitted entitled to receive the entire award allocable to the American Arbitration Society, whose decision temporary Taking of the Premises and the Rent shall be binding reduced proportionately based on the parties heretoportion of the Premises temporarily taken. Except as provided herein, Tenant shall not assert any claim against Landlord or the condemning authority for, and hereby assigns to Landlord, any compensation in connection with any such Taking, and Landlord shall be entitled to receive the entire amount of any award therefor, without deduction for any estate or interest of Tenant. Nothing contained in this Paragraph 10 shall be deemed to give Landlord any interest in, or prevent Tenant from seeking any award against the condemning authority for the Taking of Tenant's leasehold interest, or the personal property, fixtures, above standard tenant improvements of Tenant or for relocation or moving expenses recoverable by Tenant from the condemning authority. This Paragraph 10 shall be Tenant's sole and exclusive remedy in the event of a Taking.

Eminent Domain. In the event the Premises or any part thereof be acquired or condemned by eminent domain for any public or quasi-public use or purpose, the following provisions shall be controlling: (a) If the wholewhole of the Premises shall be so taken, or then and in that event, the Term shall cease and terminate from the date of title vesting in such proceeding. (b) If any part of the demised premises Premises shall be taken or condemned by any competent authority for any public use or purpose during the term of this Lease. TENANT reserves the unto itself the right to prosecute its claim for an award based upon its leasehold interest for such taking, without impairing any rights of LANDLORD for the taking of or injury to the reversion. In the event that a part of the demised premises shall be taken or condemned that (a) the part so taken includes the building on the demised premises or any part thereof or (b) the part so taken shall remove from the premises 20% or more of the front depth of the parking areas thereof, or (c) the part so taken shall consist of 25% or more of the total parking area, or (d) and such partial taking or condemnation shall result in cutting off direct access from render the demised premises to any adjacent public street or highway, then and in any such event, Premises unsuitable for the TENANT may at any time either prior to or within a period operations of sixty (60) days after the date when possession of the premises shall be required by the condemning authority elect to terminate this LeaseTenant, or if any option to purchase the premises is conferred upon the TENANT by any other provision of this Lease, may as an alternative to such termination of this Lease elect to purchase the demised premises in accordance with such purpose option. In the event that TENANT shall fail to exercise any such option to terminate this Lease or to purchase the premises or in the event that a part more than fifty percent (50%) of the demised premises shall be taken or condemned under circumstances under which the TENANT will have no such optionPremises is so taken, then and in either event, the Term shall cease and terminate from the date of title vesting in such proceeding and Tenant shall have no claim against Landlord for the value of any otherwise unexpired portion of the Term. In the event the LANDLORD shall, with reasonable promptness, make necessary repairs to and alterations partial taking is of less than fifty percent (50%) of the improvements on Premises and not extensive enough to render the demised premises Premises unsuitable for the purpose operations of restoring Tenant, then Landlord shall promptly restore the same to an economic architectural unit, susceptible to the same use as that which was in effect immediately prior to such taking, to the extent that may have been necessary by such condemnation, subject Premises to a pro-rata reduction in rental. Any dispute resulting from Section 9.3 condition comparable to its condition at the time of such taking less the portion so taken, and this Lease shall be submitted thereafter continue in full force and effect with a reduction in the rent proportionate to the American Arbitration Societyarea of the Premises so taken. (c) In the event of any taking as hereinbefore provided, whose decision either whole or partial, Tenant shall not be entitled to any part of the award as damages or otherwise for such taking and Landlord shall receive the full amount of such award, Tenant hereby expressly waiving any right or claim to any part thereof; provided, however, Tenant shall be binding entitled to receive and retain such amounts which may be awarded specifically to Tenant in any such proceedings because of the taking of Tenant's trade furniture, fixtures and leasehold improvements which have not become a part of the Premises. It is understood that in the event of the end of the Term as aforesaid, neither Landlord nor Tenant shall have any claim against the other for the value of any otherwise unexpired portion of the Term and Tenant shall have not right or claim to any part of the award on the parties heretoaccount thereof.

Eminent Domain. If the whole, or any part of the demised premises shall be taken or condemned by any competent authority for any public use or purpose during the term of this Lease. TENANT reserves the unto itself the right to prosecute its claim for an award based upon its leasehold interest for such taking, without impairing any rights of LANDLORD for the taking of or injury to the reversion. In the event that the whole or a substantial part of the demised premises Premises shall be condemned or taken in any manner for any public or quasi-public use (or sold under threat of such taking), and as a result thereof, the remainder of the Premises cannot be used for the same purpose as prior to such taking, this Lease shall terminate as of the date possession is taken. If less than a substantial part of the Premises shall be so condemned that or taken (aor sold under threat thereof) and after such taking the Premises can be used for the same purposes as prior thereto, this Lease shall cease only as to the part so taken includes as of the building on the demised premises or any part thereof or date possession shall be taken by such authority, and Tenant shall pay full Rent up to that date (b) with appropriate refund by Landlord of such Rent attributable to the part so taken as may have been paid in advance for any period subsequent to the date possession is taken) and thereafter Rent shall be equitably adjusted to reflect the reduction in the Premises by reason of such taking, Landlord shall, at its expense, make all necessary repairs or alterations to the Building so as to constitute the remaining Premises a complete architectural unit. Landlord shall be entitled to receive the entire award, including the damages for the property taken and damages to the remainder, with respect to any condemnation proceedings affecting the Building; however, Tenant may separately pursue a claim (to the extent it will not reduce Landlord’s award) against the condemnor for the value of property Tenant is entitled pursuant to this Lease to remove from upon lease termination, moving costs, loss of business, and any other claims it may have. Notwithstanding anything herein to the premises 20% or more of the front depth of the parking areas thereofcontrary, or (c) the part so taken shall consist of if 25% or more of the total parking area, Premises or (d) such partial taking shall result in cutting off direct access from 50% or more of the demised premises to any adjacent public street Building or highwaythe Common Areas is taken, then and in any such event, Tenant shall have the TENANT may at any time either prior to or within a period of sixty (60) days after the date when possession of the premises shall be required by the condemning authority elect to terminate this Lease, or if any option to purchase the premises is conferred upon the TENANT by any other provision of this Lease, may as an alternative to such termination of this Lease elect to purchase the demised premises in accordance with such purpose option. In the event that TENANT shall fail to exercise any such option right to terminate this Lease or upon thirty (30) days written notice to purchase the premises or in the event that a part of the demised premises shall be taken or condemned under circumstances under which the TENANT will have no such option, then and in either such event the LANDLORD shall, with reasonable promptness, make necessary repairs to and alterations of the improvements on the demised premises for the purpose of restoring the same to an economic architectural unit, susceptible to the same use as that which was in effect immediately prior to such taking, to the extent that may have been necessary by such condemnation, subject to a pro-rata reduction in rental. Any dispute resulting from Section 9.3 of this Lease shall be submitted to the American Arbitration Society, whose decision shall be binding on the parties heretoLandlord.

Eminent Domain. If Administrative Agent is hereby authorized and empowered to settle, adjust or compromise any and all claims and rights arising from any eminent domain or condemnation action relating to part or all of the whole, Property (or any interest therein) and to collect and receive the proceeds relating to or arising therefrom (collectively, the "Condemnation Proceeds"). Each entity which may hereafter exercise a power of eminent domain or condemnation with respect to part or all of the demised premises shall be taken or condemned by any competent authority for any public use or purpose during the term of this Lease. TENANT reserves the unto itself the right Property is hereby authorized and directed to prosecute its claim for an award based upon its leasehold interest for such takingpay Condemnation Proceeds directly to Administrative Agent, without impairing any rights of LANDLORD for the taking ratable benefit of or injury itself and Lenders, instead of to the reversionGrantor and Administrative Agent jointly. In the event that any entity which may hereafter exercise a power of eminent domain or condemnation with respect to part or all of the demised premises Property fails to disburse Condemnation Proceeds directly and solely to Administrative Agent but disburses such Condemnation Proceeds instead either solely to Grantor or to Grantor and Administrative Agent jointly, Grantor agrees to immediately endorse and transfer such Condemnation Proceeds to Administrative Agent. Upon the failure of Grantor to immediately endorse and transfer such Condemnation Proceeds as aforesaid, Administrative Agent may execute such endorsements or transfers for and in the name of Grantor, and Grantor hereby irrevocably appoints Administrative Agent as Grantor's agent and attorney-in-fact (such appointment being coupled with an interest) so to do. The Condemnation Proceeds shall be taken or condemned that (a) applied to the part so taken includes Obligations in the building on the demised premises or any part thereof or (b) the part so taken shall remove from the premises 20% or more manner set forth in Section 4.5 of the front depth Credit Agreement. If such taking by exercise of a power of 10 130 eminent domain or condemnation is not a violation of Section 1.10, then Administrative Agent will disburse from that portion of the parking areas thereofCondemnation Proceeds, if any, remaining after the application of such proceeds pursuant to the preceding sentence, an amount which it determines in its reasonable discretion shall be necessary to allow Grantor to repair or restore the Improvements to the condition (cas near as possible) the part so taken shall consist of 25% or more of the total parking area, or (d) such partial taking shall result it was in cutting off direct access from the demised premises to any adjacent public street or highway, then and in any such event, the TENANT may at any time either prior to such taking or within a period of sixty (60) days after the date when possession of the premises conveyance, and Grantor shall be required by the condemning authority elect to terminate this Lease, or if any option to purchase the premises is conferred upon the TENANT by any other provision of this Lease, may as an alternative to such termination of this Lease elect to purchase the demised premises in accordance with such purpose optionpromptly do so. In the event that TENANT the Condemnation Proceeds remaining after the application of such proceeds pursuant to Section 4.5 of the Credit Agreement are not sufficient to fully restore the Improvements to such condition, Grantor shall fail to exercise immediately upon demand by Administrative Agent promptly deposit any such option deficiency with Administrative Agent to terminate this Lease or be disbursed in connection with such restoration. Such proceeds and additional funds as supplied by Grantor will be disbursed in accordance with procedures substantially similar to purchase the premises or those set forth in the event that a part Credit Agreement for the disbursement of the demised premises shall original proceeds of the Extensions of Credit. The repair or restoration will be taken or condemned under circumstances under which the TENANT will have no such option, then in accordance with plans and specifications subject to Administrative Agent's reasonable approval and in either such event compliance with all Applicable Laws and in accordance with the LANDLORD shall, with reasonable promptness, make necessary repairs to and alterations of the improvements on the demised premises for the purpose of restoring the same to an economic architectural unit, susceptible to the same use as that which was in effect immediately prior to such taking, to the extent that may have been necessary timetable reasonably approved by such condemnation, subject to a pro-rata reduction in rental. Any dispute resulting from Section 9.3 of this Lease shall be submitted to the American Arbitration Society, whose decision shall be binding on the parties heretoAdministrative Agent.

Eminent Domain. If any public authority or entity, in the wholeexercise of its power of eminent domain, takes or damages the Leased Premises, or any part thereof at any time during the Lease Term, and if the Lessee shall not have exercised its option to terminate this Lease under Section 11.2(b) hereof, (i) there shall be no abatement or diminution of the demised premises Basic Rent, Additional Payments or other amounts payable, or in any covenant, agreement or other obligation of the Lessee under the Lease, and, the Lessee shall take prompt and appropriate measures to protect and enforce its rights and interests and those of the Lessor in connection with any condemnation proceeding. Prompt written notice of any taking or damaging of the Leased Premises or of any official notice thereof or of the institution of any proceeding therefor by any public instrumentality, body, agency or officer shall be taken or condemned by any competent authority for any public use or purpose during the term of this Lease. TENANT reserves the unto itself the right to prosecute its claim for an award based upon its leasehold interest for such taking, without impairing any rights of LANDLORD for the taking of or injury given to the reversionLessor. In the event that title to or the temporary use of the Leased Premises shall be taken under the exercise of the power of eminent domain by any governmental body or by any person, firm corporation acting under governmental authority, any Net Proceeds received from any award made in such eminent domain proceedings shall be paid to the Lessee, and, if in excess of $1,000,000, be applied in one of the following ways: (a) the restoration of the remaining portion of the Leased Premises to substantially the same condition as it existed prior to the exercise of said power of eminent domain; (b) the acquisition, by construction or otherwise, by the Lessee of other land or improvements suitable for operation of the Leased Premises as Hospital Facilities; or (c) prepayment of indebtedness secured by the Leased Premises, provided the Authorized Hospital Representative furnishes to Lessor a certificate that (i) the property forming a part of the demised premises Leased Premises that was taken by such condemnation is not essential to its suitability as Hospital Facilities for use by a hospital institution in connection with its operations or (ii) that the Leased Premises has been restored to a condition substantially equivalent to its condition prior to the taking by such condemnation proceedings, or (iii) that land or improvements have been acquired, by construction or otherwise, which are suitable for the operation of the Leased Premises as contemplated by clause (b) of this subsection. Within ninety (90) days from the date of entry of a final order in any eminent domain proceedings granting condemnation with respect to the Leased Premises, the Authorized Lessee Representative shall be taken advise the Lessor, as to which of the ways specified in this Section the Lessee elects to have such proceeds of the condemnation award applied. The Lessor and the Lessee will cooperate fully in the conduct of any prospective or condemned that (a) pending condemnation proceedings with respect to the part so taken includes the building on the demised premises Leased Premises, or any part thereof or (b) the part so taken shall remove from the premises 20% or more of the front depth of the parking areas thereof, or (c) the part so taken shall consist of 25% or more of the total parking area, or (d) such partial taking shall result in cutting off direct access from the demised premises to any adjacent public street or highway, then and in any such event, the TENANT may at any time either prior to or within a period of sixty (60) days after the date when possession of the premises shall be required by the condemning authority elect to terminate this Lease, or if any option to purchase the premises is conferred upon the TENANT by any other provision of this Lease, may as an alternative to such termination of this Lease elect to purchase the demised premises in accordance with such purpose option. In the event that TENANT shall fail to exercise any such option to terminate this Lease or to purchase the premises or in the event that a part of the demised premises shall be taken or condemned under circumstances under which the TENANT will have no such option, then and in either such event the LANDLORD shall, with reasonable promptness, make necessary repairs to and alterations of the improvements on the demised premises for the purpose of restoring the same to an economic architectural unit, susceptible to the same use as that which was in effect immediately prior to such taking, to the extent that the Lessor may have been necessary by such condemnationdo so lawfully, subject it will permit the Lessee to a pro-rata reduction litigate in rental. Any dispute resulting from Section 9.3 any of this Lease shall be submitted those proceedings in the Lessee’s own name and on its own behalf, or to the American Arbitration Societyextent lawful, whose decision shall be binding in the name and on behalf of the parties heretoLessor (except in a case in which those proceedings are by the Lessor, in which event the Lessee will have the right to proceed as if it were the owner of the Leased Premises). In no event will the Lessor settle voluntarily or consent to the settlement of any prospective or pending condemnation proceedings with respect to the Leased Premises, or any part thereof, without the written consent of the Lessee.

Eminent Domain. If In the whole, event that all or any part a substantial portion -------------- of the demised premises shall Premises be lawfully condemned or taken or condemned by in any competent authority manner for any public use or purpose during quasi-public use, this Lease shall terminate as of the term date of this Lease. TENANT reserves the unto itself the right to prosecute its claim for an award based upon its leasehold interest for such actual taking, without impairing any rights of LANDLORD for the taking of or injury to the reversion. In the event that a any insubstantial part of the demised premises Premises be so condemned or taken, Host shall be taken or condemned that (a) have the part so taken includes the building on the demised premises or any part thereof or (b) the part so taken shall remove from the premises 20% or more right to terminate this Lease as of the front depth date of the parking areas thereof, or (c) the part actual taking by giving Guest written notice of such termination; but should Host not so taken shall consist of 25% or more of the total parking area, or (d) such partial taking shall result in cutting off direct access from the demised premises to any adjacent public street or highway, then and in any such event, the TENANT may at any time either prior to or within a period of sixty (60) days after the date when possession of the premises shall be required by the condemning authority elect to terminate this Lease, this Lease shall cease as to the part taken and the rent adjusted so that Guest shall pay a pro rata portion of the rent determined by the amount of space (and rate therefore) remaining after the taking. If any portion of the Premises is lawfully condemned or if taken in any option manner for any public or quasi-public use, Guest shall have the right to purchase terminate the premises is conferred upon Lease. Host shall be entitled to receive the TENANT entire award from any such condemnation or taking of the Premises or any part thereof, without deduction therefrom for any estate or interest granted to Guest by any other provision of this Lease, may as provided, that nothing herein contained shall be deemed to prevent Guest from claiming compensation for relocation costs or loss for interruption of business in the event an alternative to award with respect thereto is provided for by law or is fixed in the proceeding in which such termination of this Lease elect to purchase the demised premises in accordance with such purpose optiontaking shall occur. In the event that TENANT shall fail of a partial taking insufficient in size to exercise any such option to terminate this Lease or to purchase the premises or in the event that a part cause termination of the demised premises Lease, Host shall be taken build, repair or condemned under circumstances under which replace any outer walls, floor or roof necessary to make the TENANT will have no such option, then and in either such event the LANDLORD shall, with reasonable promptness, make necessary repairs to and alterations of the improvements on the demised premises for the purpose of restoring the same to an economic architectural unit, susceptible to the same use as that which was in effect immediately prior to such taking, to the extent that may have been necessary by such condemnation, subject to a pro-rata reduction in rental. Any dispute resulting from Section 9.3 of this Lease shall be submitted to the American Arbitration Society, whose decision shall be binding on the parties heretoPremises tenantable.

Eminent Domain. (A) If the whole, any or any part all of the demised premises Leased Premises are taken by the exercise of any power of eminent domain or are conveyed to or at the direction of any governmental entity under a threat of any such taking (each of which is hereinafter referred to as a "Condemnation"), the Landlord shall be taken entitled to collect from the condemning authority thereunder the entire amount of any award made in any such proceeding or condemned by any competent authority as consideration for such Deed, without deduction therefrom for any public use leasehold or purpose during other estate held by the term Tenant by virtue of this Lease. TENANT reserves the unto itself the right to prosecute its claim for an award based upon its leasehold interest for such taking, without impairing any rights of LANDLORD for the taking of or injury . (B) The Tenant hereby (i) assigns to the reversion. In the event that a part Landlord all of the demised premises shall be taken Tenant's right, title and interest, if any, in and to any such award, (ii) waives any right which it may otherwise have in connection with such Condemnation, against the Landlord or condemned that such condemning authority, to any payment for (a) the part so taken includes value of the building on then unexpired portion of the demised premises or any part thereof or term, (b) the part so taken shall remove from the premises 20% or more of the front depth of the parking areas thereofleasehold damages, or and (c) the part so taken shall consist of 25% any damage to or more diminution of the total parking area, value of the Tenant's leasehold interest hereunder or any portion of the Premises not covered by such Condemnation; and (diii) agrees to execute any and all further documents which may be required in order to facilitate the Landlord's collection of any and all such partial taking shall result in cutting off direct access from awards. (C) Subject to the demised premises to any adjacent public street or highway, then operation and in any such eventeffect of the foregoing provisions of this section, the TENANT Tenant may at seek, in a separate proceeding, a separate award on account of any time either prior to or within a period damages of sixty (60) days after the date when possession of the premises shall be required costs incurred by the condemning authority elect to terminate this LeaseTenant as a result of such Condemnation, so long as such separate award in no way diminishes any award or if any option to purchase the premises is conferred upon the TENANT by any other provision of this Lease, may as an alternative to such termination of this Lease elect to purchase the demised premises in accordance with such purpose option. In the event that TENANT shall fail to exercise any such option to terminate this Lease or to purchase the premises or in the event that a part of the demised premises shall be taken or condemned under circumstances under payment which the TENANT will have no Landlord would otherwise receive as a result of such option, then and in either such event the LANDLORD shall, with reasonable promptness, make necessary repairs to and alterations of the improvements on the demised premises for the purpose of restoring the same to an economic architectural unit, susceptible to the same use as that which was in effect immediately prior to such taking, to the extent that may have been necessary by such condemnation, subject to a pro-rata reduction in rental. Any dispute resulting from Section 9.3 of this Lease shall be submitted to the American Arbitration Society, whose decision shall be binding on the parties heretoCondemnation.

Eminent Domain. If the whole, all or any part substantially all of the demised premises Premises or portion thereof critical to Tenant’s operations thereon shall be condemned or taken or condemned by any competent authority for any public or quasi-public use or purpose during the term purpose, under any statute or by right of this Lease. TENANT reserves the unto itself eminent domain, or by private purchase in lieu thereof (provided that Landlord agrees it will use best efforts to not consent to any such taking if it is within Landlord’s power to do so), then in that event, Tenant shall have the right to prosecute its claim for an award based upon its leasehold interest for such taking, without impairing any rights of LANDLORD for the taking of or injury to the reversion. In the event that a part of the demised premises shall be taken or condemned that (a) the part so taken includes the building on the demised premises or any part thereof or (b) the part so taken shall remove from the premises 20% or more of the front depth of the parking areas thereof, or (c) the part so taken shall consist of 25% or more of the total parking area, or (d) such partial taking shall result in cutting off direct access from the demised premises to any adjacent public street or highway, then and in any such event, the TENANT may at any time either prior to or within a period of sixty (60) days after the date when possession of the premises shall be required by the condemning authority elect to terminate this Lease, and the Term of the Lease shall cease and terminate from the date of title vesting in such proceeding or if any option purchase and Tenant shall be entitled to purchase the premises is conferred upon portion of the TENANT by any other provision condemnation award and/or proceeds attributable to the value of this Leasethe Improvements and the Leasehold Estate, may as an alternative and Landlord shall be entitled to such termination the portion of this Lease elect the condemnation award and/or proceeds attributable to purchase the demised premises value of the Property (excluding the Improvements) and loss of its reversionary interest in accordance with such purpose optionthe Improvements. In the event that TENANT only a portion of the Premises shall fail be so taken, other than a portion thereof critical to exercise any such option to terminate Tenant’s operations thereon, this Lease or shall not terminate and, provided the Mortgage is then in effect, the condemnation award and/or proceeds to purchase which Landlord and/or Tenant are entitled shall be paid to Tenant, except the premises or in award for the event that a part market value of the demised premises Property, which shall be taken or condemned under circumstances under which the TENANT will have no such option, then and in either such event the LANDLORD shall, paid to Landlord. In connection with reasonable promptness, make necessary repairs to and alterations of the improvements on the demised premises for the purpose of restoring the same to an economic architectural unit, susceptible to the same use as that which was in effect immediately prior to any such taking, Base Rent shall be recalculated in accordance with Section 2 of this Lease. Tenant shall have the right to claim and recover from the condemning authority such compensation as may be awarded or recoverable by Tenant in its own right including, without limitation, on account of any and all damages to Tenant’s improvements, equipment, property, furniture, fixtures, leasehold improvements, relocation costs and the fair market value of its business, but only so long as Tenant’s pursuit of such compensation does not impair or otherwise diminish the portion of the condemnation award and/or proceeds attributable to the extent value of the Property (excluding the Improvements) and loss of its reversionary interest in the Improvements. If any Mortgage requires that may have been necessary by such any part of Landlord’s and/or Tenant’s compensation awarded be paid to the Mortgagee, then it shall be so paid and applied in accordance with the terms of the Mortgage, except for the award for the market value of the Property, which shall be paid to Landlord. Notwithstanding anything to the contrary contained herein, La▇▇▇▇▇▇ ▇grees to notify Tenant in writing promptly when Landlord is notified of a condemnation action for, or if Landlord intends to sell (notwithstanding using its best efforts to not agree to a condemnation) in lieu of condemnation, subject all or any portion of the Premises. Tenant shall have the right but not the obligation to participate in any proceedings and settlement discussions and negotiations thereof with respect to a pro-rata reduction taking; provided, however, nothing in rental. Any dispute resulting from Section 9.3 of this Lease shall be submitted construed to prevent or restrict Landlord from voluntarily entering into any binding agreement or settlement related to Landlord’s award for the American Arbitration Society, whose decision shall be binding on market value of the parties heretoProperty without the prior consent of Tenant.

Eminent Domain. If (a) In the whole, event thirty percent (30%) or any part more of the demised premises Premises shall be taken for a public or condemned by any competent authority for any public use or purpose during quasi−public use, this Lease shall terminate as of the term date of this Lease. TENANT reserves the unto itself actual physical taking (b) In the right to prosecute its claim for an award based upon its leasehold interest for such taking, without impairing any rights event of LANDLORD for the a partial taking of or injury less than thirty percent (30%) of the Premises, Landlord shall, with reasonable diligence, proceed at its own expense to reconstruct Or repair the reversionPremises and place the same in a tenantable condition within one hundred And twenty (120) days after the date of the actual physical taking. In the event that a part of such termination under the demised premises shall be taken or condemned that Subsection (a) the part so taken includes the building on the demised premises or any part thereof or (b) the part so taken parties shall remove be released from the premises 20% or more any and all further liability under this Lease, effective as of the front depth date of the parking areas thereof, or actual physical taking. (c) the part so taken During any reconstructing or repairing, Tenant shall consist of 25% or more be required to pay only that proportion of the total parking arearentals herein reserved as the area of the Premises remaining in a tenantable condition bears to the entire area herein leased. On completion of such reconstruction or repairing, or the rentals herein reserved shall be adjusted in the proportion that the reconstructed Premises bears to the original Premises, and thereafter Tenant shall be required to pay such adjusted rentals in accordance with the provisions of this Lease. (d) such partial taking If any portion of the Premises is taken which would have a substantial adverse effect on the intended use of the Building, which could not be rectified by an addition to the Building in another area, Tenant shall result in cutting off direct access from have the demised premises right to any adjacent public street or highway, then and terminate the Lease. (e) Any award made in any such event, the TENANT may at any time either prior to or within a period of sixty (60) days after the date when possession taking of the premises Premises or shall be required by the condemning authority elect sole property of and be paid to the Landlord. Tenant shall have the right to terminate this the Lease, or if any option to purchase the premises is conferred upon the TENANT by any other provision of this Lease, may as an alternative to such termination of this Lease elect to purchase the demised premises . (e) Any award made in accordance with such purpose option. In the event that TENANT shall fail to exercise any such option to terminate this Lease or to purchase the premises or in the event that a part taking of the demised premises Premises or shall be taken or condemned under circumstances under which the TENANT will sole property of and be paid to Landlord. Tenant shall have no such option, then and in either such event the LANDLORD shall, right to seek its own claim for damages with reasonable promptness, make necessary repairs to and alterations of the improvements on the demised premises for the purpose of restoring the same to an economic architectural unit, susceptible to the same use as that which was in effect immediately prior to such taking, to the extent that may have been necessary by such condemnation, subject to a pro-rata reduction in rental. Any dispute resulting from Section 9.3 of this Lease shall be submitted to the American Arbitration Society, whose decision shall be binding on the parties heretotaking authority.

Eminent Domain. If the whole, or any part of the demised premises shall be taken or condemned by any competent authority for any public use or purpose during the term of this Lease. TENANT reserves the unto itself the right to prosecute its claim for an award based upon its leasehold interest for such taking, without impairing any rights of LANDLORD for the taking of or injury to the reversion25.1. In the event that a part of the demised premises shall be taken or condemned that (a) the part so taken includes the building on the demised premises or any part thereof whole of all Affected Areas or (b) the such part so taken thereof as shall remove from the premises 20% or more substantially interfere with Tenant’s use and occupancy of the front depth Premises for the Permitted Use shall be taken for any public or quasi-public purpose by any lawful power or authority by exercise of the right of appropriation, condemnation or eminent domain, or sold to prevent such taking, Tenant or Landlord may terminate this Lease effective as of the date possession is required to be surrendered to such authority, except with regard to (y) items occurring prior to the taking and (z) provisions of this Lease that, by their express terms, survive the expiration or earlier termination hereof. 25.2. In the event of a partial taking of (a) the Building or the Project or (b) drives, walkways or parking areas thereofserving the Building or the Project for any public or quasi-public purpose by any lawful power or authority by exercise of right of appropriation, condemnation, or (c) the part so taken shall consist of 25% eminent domain, or more sold to prevent such taking, then, without regard to whether any portion of the total parking areaPremises occupied by Tenant was so taken, or (d) such partial taking shall result in cutting off direct access from the demised premises to any adjacent public street or highway, then and in any such event, the TENANT Landlord may at any time either prior to or within a period of sixty (60) days after the date when possession of the premises shall be required by the condemning authority elect to terminate this Lease, or if any option Lease (except with regard to purchase (y) items occurring prior to the premises is conferred upon the TENANT by any other provision of this Lease, may as an alternative to such termination taking and (z) provisions of this Lease elect that, by their express terms, survive the expiration or earlier termination hereof) as of such taking if such taking is, in Landlord’s sole opinion, of a material nature such as to purchase make it uneconomical to continue use of the demised premises unappropriated portion for purposes of renting office or laboratory space. 25.3. Tenant shall be entitled to any award that is specifically awarded as compensation for (a) the taking of Tenant’s personal property that was installed at Tenant’s expense and (b) the costs of Tenant moving to a new location. Except as set forth in accordance with the previous sentence, any award for such purpose optiontaking shall be the property of Landlord. 25.4. In If, upon any taking of the nature described in this Article, this Lease continues in effect, then Landlord shall promptly proceed to restore the Affected Areas to substantially their same condition prior to such partial taking. To the extent such restoration is infeasible, as determined by Landlord in its sole and absolute discretion, the Rent shall be decreased proportionately to reflect the loss of any portion of the Premises no longer available to Tenant. Notwithstanding anything to the contrary contained in this Article, Landlord shall not be required to restore the Affected Areas to the extent that Landlord is prohibited from doing so by any applicable Loan Document or any Lender whose consent is required thereunder withholds its consent, in which event, the Rent shall be decreased proportionately to reflect the loss of any portion of the Premises no longer available to Tenant. 25.5. This Article sets forth the terms and conditions upon which this Lease may terminate in the event that TENANT shall fail to exercise of any such option damage or destruction. Accordingly, the parties hereby waive the provisions of any Applicable Laws (and any successor statutes) permitting the parties to terminate this Lease as a result of any damage or to purchase the premises or in the event that a part of the demised premises shall be taken or condemned under circumstances under which the TENANT will have no such option, then and in either such event the LANDLORD shall, with reasonable promptness, make necessary repairs to and alterations of the improvements on the demised premises for the purpose of restoring the same to an economic architectural unit, susceptible to the same use as that which was in effect immediately prior to such taking, to the extent that may have been necessary by such condemnation, subject to a pro-rata reduction in rental. Any dispute resulting from Section 9.3 of this Lease shall be submitted to the American Arbitration Society, whose decision shall be binding on the parties heretodestruction.

Eminent Domain. If Except as may be otherwise agreed to by Landlord and Tenant as provided in this Section, if all of the wholePremises, or any part such portion of the demised premises shall be Premises and/or Building or access thereto (including access to parking at the Complex) as renders the remainder impractical for the Permitted Use, are taken or condemned by any competent public authority for any public use under the power or purpose during threat of eminent domain or by private purchase in lieu thereof, then the term of this Lease. TENANT reserves Lease shall cease as of the unto itself the right to prosecute its claim for an award based upon its leasehold interest for date possession shall be taken by such takingpublic authority, without impairing and Landlord shall make a pro rata refund of any rights of LANDLORD for the taking of or injury to the reversionAnnual Base Rent that may have been paid in advance. In the event that a part less than the entire Building is so taken and the Premises are not in that portion of the demised premises shall be taken or condemned that (a) the part Building so taken includes and provided the building on the demised premises or any part thereof or (b) the part so taken shall remove from the premises 20% or more Premises are not rendered untenantable thereby but Landlord reasonably determines that operation of the front depth remainder of the parking areas thereof, or (c) the part so taken shall consist of 25% or more of the total parking area, or (d) such partial taking shall result in cutting off direct access from the demised premises to any adjacent public street or highwayBuilding is thereby rendered impracticable, then and in any such event, the TENANT may at any time either prior to or within a period of sixty (60) days after the date when possession of the premises shall be required by the condemning authority elect to terminate this Lease, or if any option to purchase the premises is conferred upon the TENANT by any other provision of this Lease, may as an alternative to such termination of this Lease elect to purchase shall terminate only at the demised premises in accordance with such purpose optionoption of Landlord. In the event that TENANT shall fail to exercise any such option to terminate this Lease or to purchase the premises or in the event that only a part of the demised premises Premises is so taken and the parties agree that this Lease shall not so terminate, there shall be taken or condemned under circumstances under which the TENANT will have no such option, then and a pro rata reduction in either such event the LANDLORD shall, with reasonable promptness, make necessary repairs to and alterations of the improvements on the demised premises Annual Base Rent for the purpose of restoring the same to an economic architectural unit, susceptible to the same use as that which was in effect immediately prior to period following such taking, and all other terms and provisions hereof shall remain in full effect. All damages awarded for any such taking shall belong to and be the property of Landlord for diminution in value to this leasehold or to the extent fee of the Premises; provided, however, that may have been necessary by such condemnationLandlord shall not be entitled to any portion of the award made to Tenant for loss of business, subject depreciation to and cost of removal of stock and fixtures. For the avoidance of doubt, any temporary closure of the Premises pursuant to a pro-rata reduction in rental. Any dispute resulting from Section 9.3 government order does not satisfy the requirements of an eminent domain taking under this Lease shall be submitted to the American Arbitration Society, whose decision shall be binding on the parties heretoparagraph.

Eminent Domain. If the whole, or any part of the demised premises shall be taken or condemned by any competent authority for any public use or purpose during the term of this Lease. TENANT reserves the unto itself the right to prosecute its claim for an award based upon its leasehold interest for such taking, without impairing any rights of LANDLORD for the taking of or injury to the reversion. 25.1 In the event that a part of the demised premises shall be taken or condemned that (a) the part so taken includes the building on the demised premises or any part thereof whole of all Affected Areas or (b) the such part so taken thereof as shall remove from the premises 20% or more substantially interfere with Tenant’s use and occupancy of the front depth Premises for the Permitted Use shall be taken for any public or quasi-public purpose by any lawful power or authority by exercise of the right of appropriation, condemnation or eminent domain, or sold to prevent such taking, Tenant or Landlord may terminate this Lease effective as of the date possession is required to be surrendered to such authority, except with regard to (y) obligations arising prior to the taking and (z) obligations that, by their express terms, survive the expiration or earlier termination hereof. 25.2 In the event of a partial taking of (a) the Building or the Project or (b) drives, walkways or parking areas thereofserving the Building or the Project for any public or quasi-public purpose by any lawful power or authority by exercise of right of appropriation, condemnation, or (c) the part so taken shall consist of 25% eminent domain, or more sold to prevent such taking, then, without regard to whether any portion of the total parking areaPremises occupied by Tenant was so taken, or (d) such partial taking shall result in cutting off direct access from the demised premises to any adjacent public street or highway, then and in any such event, the TENANT Landlord may at any time either prior to or within a period of sixty (60) days after the date when possession of the premises shall be required by the condemning authority elect to terminate this Lease, or if any option Lease (except with regard to purchase (y) obligations arising prior to the premises is conferred upon the TENANT by any other provision of this Lease, may as an alternative to such termination taking and (z) obligations of this Lease elect that, by their express terms, survive the expiration or earlier termination hereof) as of such taking if such taking is, in Landlord’s sole opinion, of a material nature such as to purchase make it uneconomical to continue use of the demised premises unappropriated portion for purposes of renting office or laboratory space. 25.3 Tenant shall be entitled to any award that is specifically awarded as compensation for (a) the taking of Tenant’s personal property that was installed at Tenant’s expense and (b) the costs of Tenant moving to a new location. Except as set forth in accordance with the previous sentence, any award for such purpose optiontaking shall be the property of Landlord. 25.4 If, upon any taking of the nature described in this Article, this Lease continues in effect, then Landlord shall promptly proceed to restore the Affected Areas to substantially their same condition prior to such partial taking. In To the extent such restoration is infeasible, as determined by Landlord in its sole and absolute discretion, the Rent shall be decreased proportionately to reflect the loss of any portion of the Premises no longer available to Tenant. 25.5 This Article sets forth the terms and conditions upon which this Lease may terminate in the event that TENANT shall fail to exercise of any such option taking. Accordingly, the parties hereby waive the provisions of any Applicable Laws (and any successor statutes) permitting the parties to terminate this Lease as a result of any damage or to purchase the premises or in the event that a part of the demised premises shall be taken or condemned under circumstances under which the TENANT will have no such option, then and in either such event the LANDLORD shall, with reasonable promptness, make necessary repairs to and alterations of the improvements on the demised premises for the purpose of restoring the same to an economic architectural unit, susceptible to the same use as that which was in effect immediately prior to such taking, to the extent that may have been necessary by such condemnation, subject to a pro-rata reduction in rental. Any dispute resulting from Section 9.3 of this Lease shall be submitted to the American Arbitration Society, whose decision shall be binding on the parties heretodestruction.

Eminent Domain. If The Ground Lessor shall advise the wholeLessee of any proposed taking by any state, federal or local authority of all or a portion of the Chicopee Facility, including the Leased Premises. The Ground Lessor shall cooperate with the Lessee in connection with the negotiation of any such taking and any awards or damages payable to the Ground Lessor in connection therewith and shall take any reasonable action relating thereto requested by the Lessee. Prior to the occurrence of an Event of Default hereunder, as said term is hereinafter defined, or any part under the Note or the Sublease, the Ground Lessor will not adjust or settle such damage or award claim without the prior consent of the demised premises Lessee, which consent shall not be taken or condemned by any competent authority for any public use or purpose during unreasonably withheld. After the occurrence and continuance of an Event of Default hereunder, as said term of this Lease. TENANT reserves the unto itself the right to prosecute its claim for an award based upon its leasehold interest for such taking, without impairing any rights of LANDLORD for the taking of or injury to the reversion. In the event that a part of the demised premises shall be taken or condemned that (a) the part so taken includes the building on the demised premises or any part thereof or (b) the part so taken shall remove from the premises 20% or more of the front depth of the parking areas thereofis hereinafter defined, or (c) under the part so taken shall consist of 25% Note or more of the total parking area, or (d) such partial taking shall result in cutting off direct access from the demised premises to any adjacent public street or highway, then and in any such eventSublease, the TENANT may Ground Lessor will permit the Lessee, at any time either prior to or within a period of sixty (60) days after the date when possession of the premises shall be required by the condemning authority elect to terminate this Lease, or if any Lessee's option to purchase the premises is conferred upon the TENANT by any other provision of this Lease, may as an alternative to such termination of this Lease elect to purchase the demised premises in accordance with such purpose option. In the event that TENANT shall fail to exercise any such option to terminate this Lease or to purchase the premises or in the event that a part of the demised premises shall be taken or condemned under circumstances under which the TENANT will have no such option, then and in either such event the LANDLORD shall, with reasonable promptness, make necessary repairs to and alterations of the improvements on the demised premises for the purpose of restoring the same to an economic architectural unit, susceptible to the same use as that which was in effect immediately prior to such takingeach instance, to the extent that may have been necessary exclusion of the Ground Lessor, to conduct the adjustment of each such damage or award claim. The Ground Lessor hereby appoints the Lessee as the Ground Lessor's attorney in fact after the occurrence and continuance of an Event of Default hereunder, as said term is hereinafter defined, or under the Note, to obtain, adjust and settle each such damage or award claim and to endorse in favor of the Lessee any and all drafts and other instruments with respect thereto. The within appointment, being coupled with an interest, is irrevocable until this Ground Lease and Security Agreement is terminated by such condemnation, subject to a pro-rata reduction in rental. Any dispute resulting from Section 9.3 of this Lease shall be submitted to the American Arbitration Society, whose decision shall be binding on the parties hereto.written instrument executed by a duly

Eminent Domain. 12.1 In the event of a taking by eminent domain proceedings or the commencement of any such proceedings which prevents the operation of a Property in substantially the manner presently operated, Buyer shall have the right, at Buyer's option, to terminate this Agreement with respect to such Property by giving written notice to the applicable Seller the sooner of (i) fifteen (15) days after Buyer received written notice of such proceedings or (ii) on or before the date fixed for Closing hereunder. If the wholeBuyer does not so terminate this Agreement, or there has been a taking of any part of such Property which does not give to Buyer the demised premises shall be taken or condemned by any competent authority for any public use or purpose during the term of this Lease. TENANT reserves the unto itself the right to prosecute its claim for an award based upon its leasehold interest for such taking, without impairing any rights of LANDLORD for the taking of or injury to the reversion. In the event that a part of the demised premises shall be taken or condemned that (a) the part so taken includes the building on the demised premises or any part thereof or (b) the part so taken shall remove from the premises 20% or more of the front depth of the parking areas thereof, or (c) the part so taken shall consist of 25% or more of the total parking area, or (d) such partial taking shall result in cutting off direct access from the demised premises to any adjacent public street or highway, then and in any such event, the TENANT may at any time either prior to or within a period of sixty (60) days after the date when possession of the premises shall be required by the condemning authority elect to terminate this Lease, or if any option to purchase the premises is conferred upon the TENANT by any other provision of this Lease, may as an alternative to such termination of this Lease elect to purchase the demised premises in accordance with such purpose option. In the event that TENANT shall fail to exercise any such option to terminate this Lease or Agreement with respect to purchase such Property, the premises or in Purchase Price (and the event that a part of the demised premises portion thereof allocated to such Property) shall be taken reduced by the total of any awards or condemned under circumstances under which other proceeds received by the TENANT will have no applicable Seller (directly or indirectly, e.g., awards or other proceeds received by the holder of any mortgage encumbering such option, then and in either such event the LANDLORD shall, Property) with reasonable promptness, make necessary repairs respect to and alterations of the improvements on the demised premises for the purpose of restoring the same to an economic architectural unit, susceptible to the same use as that which was in effect immediately prior to any such taking, and at the Closing the applicable Seller shall assign to the extent that may have been necessary Buyer all rights of such Seller in and to any awards or other proceeds payable by such condemnation, subject reason of any taking. If this Agreement is terminated with respect to a pro-rata reduction Property which was so taken, the Purchase Price shall be reduced by the portion thereof allocated to such Property as set forth on Exhibit "E," all references in rental. Any dispute resulting from Section 9.3 this Agreement to such Property and the applicable Seller shall be deemed deleted, and the remainder of this Lease Agreement shall continue in full force and effect. 12.2 Each Seller agrees to notify Buyer of any eminent domain proceedings within five (5) days after such Seller learns of such proceedings. Until such time as Closing has occurred, or this Agreement terminates, any negotiation for, or agreement to, and all contests of any offers and awards relating to eminent domain proceedings shall be submitted to conducted with the American Arbitration Society, whose decision shall be binding on joint approval and consent of the parties heretoapplicable Seller and the Buyer.

Eminent Domain. If a material portion of the wholePremises or the Project (as to render the balance unusable by Tenant as determined by Tenant in Tenant’s good faith and commercially reasonable opinion), shall be taken under power of eminent domain, or is sold, transferred or conveyed in lieu thereof, this Lease shall automatically terminate as of the date of such condemnation, or as of the date possession is taken by the condemning authority, at Landlord’s option. No award for any partial or entire taking shall be apportioned, and Tenant hereby assigns to Landlord any award which may be made in such taking or condemnation, together with any and all rights of Tenant now or hereafter arising in or to the same or any part of the demised premises thereof; provided, however, that nothing contained herein shall be taken deemed to give Landlord any interest in or condemned by to require Tenant to assign to Landlord any competent authority for any public use or purpose during the term of this Lease. TENANT reserves the unto itself the right award made to prosecute its claim for an award based upon its leasehold interest for such taking, without impairing any rights of LANDLORD Tenant for the taking of personal property and trade fixtures belonging to Tenant and removable by Tenant at the expiration of the Term hereof as provided hereunder or injury to for the reversioninterruption of, or damage to, Tenant’s business. In the event that of a part of the demised premises shall be taken partial taking described in this Article 18, or condemned that (a) the part so taken includes the building on the demised premises a sale, transfer or any part thereof or (b) the part so taken shall remove from the premises 20% or more of the front depth of the parking areas conveyance in lieu thereof, or (c) the part so taken shall consist of 25% or more of the total parking area, or (d) such partial taking shall which does not result in cutting off direct access from the demised premises to any adjacent public street or highway, then and in any such event, the TENANT may at any time either prior to or within a period of sixty (60) days after the date when possession of the premises shall be required by the condemning authority elect to terminate this Lease, or if any option to purchase the premises is conferred upon the TENANT by any other provision termination of this Lease, may as an alternative the rent shall be apportioned according to such termination the ratio that the part of this Lease elect the Premises remaining useable by Tenant bears to purchase the demised premises in accordance with such purpose optiontotal area of the Premises. In the event that TENANT shall fail to exercise Tenant hereby waives any such option and all rights it might otherwise have under law to terminate this Lease or to purchase the premises or in the event that of a part taking under power of the demised premises shall be taken or condemned under circumstances under which the TENANT will have no such option, then and in either such event the LANDLORD shall, with reasonable promptness, make necessary repairs to and alterations of the improvements on the demised premises for the purpose of restoring the same to an economic architectural unit, susceptible to the same use as that which was in effect immediately prior to such taking, to the extent that may have been necessary by such condemnation, subject to a pro-rata reduction in rental. Any dispute resulting from Section 9.3 of this Lease shall be submitted to the American Arbitration Society, whose decision shall be binding on the parties heretoeminent domain.

Eminent Domain. (a) If the wholefee of the entire property of which the Premises are a part, or any part a portion sufficient in Lessee's determination, to render the Premises in the sole opinion of the demised premises shall be taken Lessee unsuitable for the use which Lessee was then making of the Premises, is condemned or condemned appropriated by any apparent competent authority for any public use or purpose during authority, then, and in that event, the term of this LeaseLease shall cease and terminate on the date possession is to be given to the condemning authority. TENANT reserves If the unto itself fee of less than the entire property is so condemned or appropriated, and if the Premises can reasonably be used for substantially the same purposes in Lessee's sole judgment, then this Lease shall continue in full force and effect without change with respect to the Premises. (b) In the event of any condemnation or taking as aforesaid, whether whole or partial, Lessee shall have the right to prosecute its claim and recover from the condemning authority or Lessor, such compensation as may be awarded or recoverable by Lessee in Lessee's own right, for an Lessee's loss of good will, installations, moving expenses, prepaid rent and business dislocation expenses. Provided, however, that in no event shall the Lessee's recovery from the condemning authority or the Lessor, reduce the Lessor's net award based upon its leasehold interest for such taking, without impairing any rights of LANDLORD for the taking or condemnation to an amount less than that amount which Lessor would have been awarded if the Premises had been condemned based on the Premises prior use. (c) A sale of all or injury part of the Premises to a purchaser with the reversion. power of eminent domain in the face of the exercise of eminent domain power shall be treated as a taking by condemnation for purposes of this Section. (d) In the event that a part of any termination of the demised premises Lease under this provision, all rentals shall be taken or condemned that (a) prorated to the part so taken includes the building on the demised premises or any part thereof or (b) the part so taken shall remove from the premises 20% or more date of the front depth vacation by Lessee of the parking areas thereof, or (c) the part so taken shall consist of 25% or more of the total parking area, or (d) such partial taking shall result in cutting off direct access from the demised premises Premises. 12.2 Lessor and Lessee agree to promptly execute any adjacent public street or highway, then and in any such event, the TENANT all instruments as may at any time either prior to or within a period of sixty (60) days after the date when possession of the premises shall be required by to effectuate the condemning authority elect to terminate this Lease, or if any option to purchase the premises is conferred upon the TENANT by any other provision provisions of this Lease, may as an alternative to such termination of this Lease elect to purchase the demised premises in accordance with such purpose option. In the event that TENANT shall fail to exercise any such option to terminate this Lease or to purchase the premises or in the event that a part of the demised premises shall be taken or condemned under circumstances under which the TENANT will have no such option, then and in either such event the LANDLORD shall, with reasonable promptness, make necessary repairs to and alterations of the improvements on the demised premises for the purpose of restoring the same to an economic architectural unit, susceptible to the same use as that which was in effect immediately prior to such taking, to the extent that may have been necessary by such condemnation, subject to a pro-rata reduction in rental. Any dispute resulting from Section 9.3 of this Lease shall be submitted to the American Arbitration Society, whose decision shall be binding on the parties heretoSection.

Eminent Domain. If the whole, all or any part of the demised premises Facilities shall be taken by eminent domain proceedings (or condemned sold to a government agency threatening to exercise the power of eminent domain), the Net Proceeds therefrom shall be deposited in the Insurance and Condemnation Fund pursuant to Section 6.2(b) hereof and shall be applied and disbursed by the Parking Authority as follows: (a) If the Parking Authority reasonably determines that such eminent domain proceedings have not materially affected the operation of the Parking Authority or the ability of the Parking Authority to meet any competent authority of its obligations under this Agreement, and if the Parking Authority determines that such proceeds are not needed for any public use repair or purpose during rehabilitation of the term Facilities, upon delivery to the Trustee and NPFG of a certificate of an Independent Engineer or Independent Financial Consultant to the effect that such taking will not have a material effect on the Facilities and that the rate covenant of the Parking Authority set forth in Section 4.7 of this Lease. TENANT reserves the unto itself the right Agreement, based on projections of said engineer or financial consultant, will continue to prosecute its claim for an award based upon its leasehold interest for be satisfied following such taking, without impairing any rights of LANDLORD for the taking of or injury City shall apply such proceeds to the reversion. In prepayment of Installment Payments in the event that a part of the demised premises shall be taken or condemned that (a) the part so taken includes the building on the demised premises or any part thereof or manner provided in Article IV hereof. (b) If the part so taken shall remove from Parking Authority reasonably determines that such eminent domain proceedings have not materially affected the premises 20% or more operation of the front depth Facilities or the ability of the parking areas thereofParking Authority to meet any of its obligations under the Agreement, and if the Parking Authority reasonably determines that such proceeds are needed for replacement, repair or rehabilitation of the Facilities, the Parking Authority shall pay from said proceeds such amounts as the Parking Authority may reasonably expend for such replacement, repair or rehabilitation, upon the filing with the Trustee and NPFG of a certificate of an Independent Engineer or Independent Financial Consultant to the effect that such replacement, repair or rehabilitation will not have a material effect on the Facilities and that the rate covenant of the Parking Authority set forth in Section 4.7 of this Agreement, based on projections of said engineer or financial consultant, will continue to be satisfied following such repair, replacement or rehabilitation. (c) the part so taken shall consist of 25% or more If less than all of the total parking areaFacilities shall have been taken in such eminent domain proceedings, or (d) and if the Parking Authority reasonably determines that such partial taking shall result in cutting off direct access from eminent domain proceedings have materially affected the demised premises to any adjacent public street or highway, then and in any such event, the TENANT may at any time either prior to or within a period of sixty (60) days after the date when possession operation of the premises shall be required by Facilities or the condemning authority elect ability of the Parking Authority to terminate this Leasemeet any of its obligations under the Agreement, or if any option all of the Facilities shall have been taken in such eminent domain proceedings, then the Parking Authority shall apply all such proceeds to purchase the premises is conferred upon the TENANT by any other provision prepayment of this Lease, may as an alternative to such termination of this Lease elect to purchase the demised premises in accordance with such purpose option. In the event that TENANT shall fail to exercise any such option to terminate this Lease or to purchase the premises or Installment Payments in the event that a part of the demised premises shall be taken or condemned under circumstances under which the TENANT will have no such option, then and manner provided in either such event the LANDLORD shall, with reasonable promptness, make necessary repairs to and alterations of the improvements on the demised premises for the purpose of restoring the same to an economic architectural unit, susceptible to the same use as that which was in effect immediately prior to such taking, to the extent that may have been necessary by such condemnation, subject to a pro-rata reduction in rental. Any dispute resulting from Section 9.3 of this Lease shall be submitted to the American Arbitration Society, whose decision shall be binding on the parties heretoArticle IV hereof.

Eminent Domain. If the wholeMortgaged Estate, or any part of the demised premises shall be taken or condemned by any competent authority for any public use or purpose during the term of this Lease. TENANT reserves the unto itself the right to prosecute its claim for an award based upon its leasehold interest for such taking, without impairing any rights of LANDLORD for the taking of or injury to the reversion. In the event that a part of the demised premises shall be taken or condemned that (a) the part so taken includes the building on the demised premises or any part thereof or (b) the part so interest therein, be taken shall remove from the premises 20% or more damaged by reason of the front depth of the parking areas thereofany public improvement or condemnation proceeding, or in any other manner (c) the part so taken shall consist of 25% or more of the total parking areaa "Condemnation"), or (d) should Fine Host receive any notice or other information regarding any such partial taking proceeding, Fine Host shall result in cutting off direct access from give prompt written notice thereof to the demised premises to any adjacent public street or highway, then and Administrative Agent. The Administrative Agent may participate in any such eventCondemnation proceedings, and Fine Host shall from time to time deliver to the TENANT may Administrative Agent all instruments requested by the Administrative Agent to permit such participation. Fine Host shall, at its expense, diligently prosecute any time either prior such proceedings and shall consult with the Administrative Agent and its attorneys and experts, and cooperate with them in the carrying on or defense of any such proceedings. All proceeds of Condemnation awards or proceeds of sale in lieu of Condemnation with respect to the Mortgaged Estate and all judgments, decrees and awards for injury or within a period of sixty (60) days after damage to the date when possession Mortgaged Estate or any part thereof or interest therein shall be paid to the Administrative Agent and shall be applied first to all costs and expenses incurred by the Administrative Agent in obtaining the proceeds. The balance of the premises proceeds, if any, shall be required by applied at the condemning authority elect to terminate this Lease, option of Fine Host if no Event of Default has occurred and is continuing (or if any Event of Default has occurred and is continuing, at the option to purchase the premises is conferred upon the TENANT by any other provision of this Lease, may as an alternative to such termination of this Lease elect to purchase the demised premises in accordance with such purpose option. In the event that TENANT shall fail to exercise any such option to terminate this Lease or to purchase the premises or in the event that a part of the demised premises shall be taken Administrative Agent), (i) toward altering, restoring or condemned under circumstances under which rebuilding the TENANT will have no Mortgaged Estate or such option, then and in either such event the LANDLORD shall, with reasonable promptness, make necessary repairs to and alterations of the improvements on the demised premises for the purpose of restoring the same to an economic architectural unit, susceptible to the same use as that which was in effect immediately prior to such taking, to the extent portion thereof that may have been necessary altered, damaged or destroyed or (ii) against Secured Obligations, in such order as Fine Host if no Event of Default has occurred and is continuing (or if any Event of Default has occurred and is continuing, in such order as the Administrative Agent), may in its discretion elect. If the Administrative Agent elects not to apply all of the Condemnation proceeds for the restoration or repair of the Mortgaged Estate as provided above, Fine Host shall not be required to repair or restore that portion of the Mortgaged Estate affected by such condemnation, subject the Administrative Agent's election and the failure to do so shall not constitute a pro-rata reduction breach by Fine Host of its obligation to maintain the Mortgaged Estate set forth in rentalSection 1.04 hereof. Any dispute resulting from Section 9.3 of this Lease shall be submitted Fine Host hereby assigns and transfers to the American Arbitration SocietyAdministrative Agent, whose decision for the ratable benefit of the Banks, and agrees to execute such further assignments of, all such proceeds, judgments, decrees and awards as the Administrative Agent may request. The Administrative Agent is hereby authorized, in the name of Fine Host, to execute and deliver valid acquittances for, and to appeal from, any such judgment, decree or award. The Administrative Agent shall be binding on not be, in any event or circumstance, liable or responsible for failure to collect or exercise diligence in the parties heretocollection of any proceeds, judgments, decrees or awards.

Eminent Domain. If the whole, or any part of the demised premises shall be taken or condemned by any competent authority for any public use or purpose during the term of this Lease. TENANT reserves the unto itself the right to prosecute its claim for an award based upon its leasehold interest for such taking, without impairing any rights of LANDLORD for the taking of or injury to the reversion22.1. In the event that a part of the demised premises shall be taken or condemned that (a) the part so taken includes whole of the building on the demised premises or any part thereof Premises or (b) the such part so taken thereof as shall remove from the premises 20% or more substantially interfere with Tenant’s use and occupancy of the front depth Premises for the Permitted Use shall be taken for any public or quasi-public purpose by any lawful power or authority by exercise of the parking areas thereofright of appropriation, condemnation or eminent domain, or (c) the part so taken shall consist of 25% sold to prevent such taking, Tenant or more Landlord may terminate this Lease effective as of the total parking areadate possession is required to be surrendered to such authority, except with regard to (y) items occurring prior to the taking and (z) provisions of this Lease that, by their express terms, survive the expiration or earlier termination hereof. 22.2. In the event of a partial taking of the Premises for any public or quasi-public purpose by any lawful power or authority by exercise of right of appropriation, condemnation, or (d) eminent domain, or sole to prevent such partial taking shall result in cutting off direct access from the demised premises taking, then, without regard to whether any adjacent public street or highway, then and in any such event, the TENANT may at any time either prior to or within a period of sixty (60) days after the date when possession portion of the premises shall be required Premises occupied by the condemning authority Tenant was so taken, Landlord may elect to terminate this Lease, or if any option Lease (except with regard to purchase (a) items occurring prior to the premises is conferred upon the TENANT by any other provision of this Lease, may as an alternative to such termination taking and (b) provisions of this Lease elect that, by their express terms, survive the expiration or earlier termination hereof) as of such taking if such taking is, in Landlord’s sole opinion, of a material nature such as to purchase make it uneconomical to continue use of the demised premises unappropriated portion for purposes of renting space for the Permitted Use. 22.3. Tenant shall be entitled to any award that is specifically awarded as compensation for (a) the taking of Tenant’s personal property that was installed at Tenant’s expense and including, but not limited to, those items listed on Exhibit B and (b) the costs of Tenant moving to a new location. Except as set forth in accordance the previous sentence, any award for such taking shall be the property of Landlord unless such taking is temporary and the Lease is not terminated in which case the entirety of the award remains with Tenant, net of any costs incurred by Landlord to restore the Premises pursuant to Section 22.4 or to obtain such purpose optionaward, for which Landlord shall be entitled to be reimbursed prior to remitting the balance of such award to Tenant. 22.4. In If, upon any taking of the nature described in this Section, this Lease continues in effect, then Landlord shall promptly proceed to restore the Premises to substantially their same condition prior to such partial taking. To the extent such restoration is infeasible, as determined by Landlord in its sole and absolute discretion, the Rent shall be decreased proportionately to reflect the loss of any portion of the Premises no longer available to Tenant. 22.5. This Section 22 sets forth the terms and conditions upon which this Lease may terminate in the event that TENANT shall fail to exercise of any such option damage or destruction. Accordingly, the parties hereby waive the provisions of any Applicable Laws (and any successor statutes) permitting the parties to terminate this Lease as a result of any damage or to purchase the premises or in the event that a part of the demised premises shall be taken or condemned under circumstances under which the TENANT will have no such option, then and in either such event the LANDLORD shall, with reasonable promptness, make necessary repairs to and alterations of the improvements on the demised premises for the purpose of restoring the same to an economic architectural unit, susceptible to the same use as that which was in effect immediately prior to such taking, to the extent that may have been necessary by such condemnation, subject to a pro-rata reduction in rental. Any dispute resulting from Section 9.3 of this Lease shall be submitted to the American Arbitration Society, whose decision shall be binding on the parties heretodestruction.

Eminent Domain. If the whole, or any part of the demised premises shall be taken or condemned by any competent authority for any public use or purpose during the term of this Lease. TENANT reserves the unto itself the right to prosecute its claim for an award based upon its leasehold interest for such taking, without impairing any rights of LANDLORD for the taking of or injury to the reversion. 25.1 In the event that a part of the demised premises shall be taken or condemned that (a) the part so taken includes the building on the demised premises or any part thereof whole of all Affected Areas or (b) the such part so taken thereof as shall remove from the premises 20% or more substantially interfere with Tenant’s use and occupancy of the front depth Premises for the Permitted Use shall be taken for any public or quasi-public purpose by any lawful power or authority by exercise of the right of appropriation, condemnation or eminent domain, or sold to prevent such taking, Tenant or Landlord may terminate this Lease effective as of the date possession is required to be surrendered to such authority, except with regard to (y) items occurring prior to the taking and (z) provisions of this Lease that, by their express terms, survive the expiration or earlier termination hereof. 25.2 In the event of a partial taking of (a) the Building or the Project or (b) drives, walkways or parking areas thereofserving the Building or the Project for any public or quasi-public purpose by any lawful power or authority by exercise of right of appropriation, condemnation, or (c) the part so taken shall consist of 25% eminent domain, or more sold to prevent such taking, then, without regard to whether any portion of the total parking areaPremises occupied by Tenant was so taken, or (d) such partial taking shall result in cutting off direct access from the demised premises to any adjacent public street or highway, then and in any such event, the TENANT Landlord may at any time either prior to or within a period of sixty (60) days after the date when possession of the premises shall be required by the condemning authority elect to terminate this Lease, or if any option Lease (except with regard to purchase (y) items occurring prior to the premises is conferred upon the TENANT by any other provision of this Lease, may as an alternative to such termination taking and (z) provisions of this Lease elect that, by their express terms, survive the expiration or earlier termination hereof) as of such taking if such taking is, in Landlord’s sole opinion, of a material nature such as to purchase make it uneconomical to continue use of the demised premises unappropriated portion for purposes of renting office or laboratory space. 25.3 Tenant shall be entitled to any award that is specifically awarded as compensation for (a) the taking of Tenant’s personal property that was installed at Tenant’s expense and (b) the costs of Tenant moving to a new location. Except as set forth in accordance with the previous sentence, any award for such purpose optiontaking shall be the property of Landlord. 25.4 If, upon any taking of the nature described in this Article, this Lease continues in effect, then Landlord shall promptly proceed to restore the Affected Areas to substantially their same condition prior to such partial taking. In To the extent such restoration is infeasible, as determined by Landlord in its sole and absolute discretion, the Rent shall be decreased proportionately to reflect the loss of any portion of the Premises no longer available to Tenant. 25.5 This Article sets forth the terms and conditions upon which this Lease may terminate in the event that TENANT shall fail to exercise of any such option damage or destruction. Accordingly, the parties hereby waive the provisions of any Applicable Laws (and any successor statutes permitting the parties to terminate this Lease as a result of any damage or to purchase the premises or in the event that a part of the demised premises shall be taken or condemned under circumstances under which the TENANT will have no such option, then and in either such event the LANDLORD shall, with reasonable promptness, make necessary repairs to and alterations of the improvements on the demised premises for the purpose of restoring the same to an economic architectural unit, susceptible to the same use as that which was in effect immediately prior to such taking, to the extent that may have been necessary by such condemnation, subject to a pro-rata reduction in rental. Any dispute resulting from Section 9.3 of this Lease shall be submitted to the American Arbitration Society, whose decision shall be binding on the parties heretodestruction).

Eminent Domain. If the whole, or any part of the demised premises shall be taken or condemned by any competent authority for any public use or purpose during the term of this Lease. lease, TENANT reserves the unto itself the right to prosecute its claim for an award based upon its leasehold interest for such taking, without impairing any rights of LANDLORD for the taking of or injury to the reversion. In the event that a part of the demised premises shall be taken or condemned that (a) the part so taken includes the building on the demised premises or any part thereof or (b) the part so taken shall remove from the premises 20% or more of the front depth of the parking areas thereof, thereof or (c) the part so taken shall consist of 25% or more of the total parking area, area or (d) such partial taking shall result in cutting off direct access from the demised premises to any adjacent public street or highway, then and in any such event, the TENANT may at any time either prior to or within a period of sixty (60) days after the 11/26/96 date when possession of the premises shall be required by the condemning authority elect to terminate this LeaseLease or, or if any option to purchase the premises is conferred upon the TENANT by any other provision of this Lease, may as an alternative to such termination of this Lease elect to purchase the demised premises in accordance with such purpose purchase option, except that there shall be deducted from the purchase price to be paid for the premises all of the LANDLORD'S award from the condemnation proceeding. In the event that TENANT shall fail to exercise any such option to terminate this Lease or to purchase the premises or in the event that a part of the demised premises shall be taken or condemned under circumstances under which the TENANT will have no such option, then and in either such event the LANDLORD shall, with reasonable promptness, make necessary repairs to and alterations of the improvements on the demised premises for the purpose of restoring the same to an economic architectural unit, susceptible to the same use as that which was in effect immediately prior to such taking, to the extent that may have been necessary by such condemnation, subject to a pro-rata reduction in rental. Any dispute resulting from Section 9.3 of this Lease shall be submitted to the American Arbitration Society, whose decision shall be binding on the parties hereto.

Eminent Domain. If the whole, or Section 12.01 Landlord and Tenant hereby agree that in no event shall any part taking of the demised premises shall be taken or condemned by any competent authority Demised Property for any public or quasi-public use under any statute or purpose during by right of eminent domain, or by purchase in lieu thereof, in any way relieve Tenant of any obligations under this Lease (as to the term applicable Demised Property or otherwise) except as explicitly provided in this Article. Section 12.02 If any portion of this Lease. TENANT reserves the unto itself the any Demised Property, or existing access to or from any Demised Property, is taken for any public or quasi-public use under any statute or by right to prosecute its claim for an award based upon its leasehold interest for of eminent domain, or by purchase in lieu thereof, and such taking, without impairing in Landlord’s reasonable determination (a) reduces the value of the Demised Property by fifty percent (50%) or more, or (b) prevents, and would prevent after reasonable repair and reconstruction efforts by Tenant, use of the Demised Property for its current permitted use under applicable zoning or other use regulations (including with respect to required parking and access), then this Lease shall terminate as to such Demised Property (but not any rights other Demised Property) as of LANDLORD the date that title to the applicable Demised Property, or portion thereof, actually transfers to the applicable authority. Section 12.03 Tenant agrees that Landlord has the right in its sole discretion, and at Tenant’s sole cost and expense, to oppose any proposed taking regarding any Demised Property. The parties hereto agree to cooperate in applying for and in prosecuting any claim for any taking regarding any Demised Property and further agree that the aggregate net award shall be distributed as follows: (a) Landlord shall be entitled to the entire award for the condemned Demised Property. (b) Tenant shall be entitled to any award that may be made for the taking of Tenant’s inventory and personal property, or injury costs related to the reversion. In the event that a part removal and relocation of Tenant’s inventory and personal property, so long as none of the demised premises foregoing reduces Landlord’s award. Section 12.04 Except in the case of a termination of this Lease with respect to a Demised Property as described in Section 12.02, in case of a taking of any portion of any Demised Property, Tenant at its own expense shall proceed with diligence (subject to reasonable time periods for purposes of adjustment of any award and unavoidable delays) to repair or reconstruct (or cause to be repaired and reconstructed) the affected Improvements to a complete architectural unit, and all such repair or reconstruction work shall be taken performed in accordance with the standards and requirements for Alterations set forth in Article 6. Section 12.05 In case of a taking of all or condemned that any portion of any Demised Property, the Base Rent payable monthly hereunder shall be reduced by the lesser of the following: (a) the part so taken includes product of the building on the demised premises or any part thereof Landlord Award Amount regarding such taking, multiplied by 0.5833%, or (b) the part so taken shall remove from product of (i) the premises 20% or more Base Rent immediately preceding such taking, divided by the total number of Demised Properties immediately preceding such taking, multiplied by (ii) the percentage reduction in value of the front depth applicable Demised Property caused by such taking, if any, (as reasonably determined by Landlord based upon, inter alia, the impact on Tenant’s long-term use of such Demised Property). The percentage reduction in value in clause (b)(ii) of the parking areas thereof, or (c) the part so taken shall consist of 25% or more of the total parking area, or (d) such partial taking shall result in cutting off direct access from the demised premises to any adjacent public street or highway, then and in any such event, the TENANT may at any time either prior to or within a period of sixty (60) days after the date when possession of the premises immediately preceding sentence shall be required by deemed to be 100% if this Lease terminates as to the condemning authority elect applicable Demised Property pursuant to terminate this LeaseSection 12.02 , or if any option to purchase the premises is conferred upon the TENANT by above. Section 12.06 Notwithstanding any other provision of this LeaseArticle, may as an alternative any compensation for a temporary taking shall be payable to Tenant without participation by Landlord, except to the proportionate extent such termination of this Lease elect to purchase temporary taking extends beyond the demised premises in accordance with such purpose option. In the event that TENANT shall fail to exercise any such option to terminate this Lease or to purchase the premises or in the event that a part end of the demised premises Lease Term, and there shall be taken or condemned under circumstances under which the TENANT will have no such option, then and in either such event the LANDLORD shall, with reasonable promptness, make necessary repairs to and alterations abatement of Rent as a result of any temporary taking affecting any of the improvements on the demised premises for the purpose of restoring the same to an economic architectural unit, susceptible to the same use as that which was in effect immediately prior to such taking, to the extent that may have been necessary by such condemnation, subject to a pro-rata reduction in rental. Any dispute resulting from Section 9.3 of this Lease shall be submitted to the American Arbitration Society, whose decision shall be binding on the parties heretoDemised Properties.

Eminent Domain. If the whole, or any part of the demised premises shall be taken or condemned by any competent authority for any public use or purpose during the term of this Lease. lease, TENANT reserves the unto itself the right to prosecute its claim for an award based upon its leasehold interest for such taking, without impairing any rights of LANDLORD for the taking of or injury to the reversion. In the event that a part of the demised premises shall be taken or condemned that and (a) the part so taken includes the building on the demised premises or any part thereof or (b) the part so taken shall remove from the premises 20% or more of the front depth of the parking areas thereof, thereof or (c) the part so taken shall consist of 25% or more of the total parking area, area or (d) such partial taking shall result in cutting off direct access from the demised premises to any adjacent public street or highway, then and in any such event, the TENANT may at any time either prior to or within a period of sixty (60) days after the date when possession of the premises shall be required by the condemning authority elect to terminate this LeaseLease or, or if any option to purchase the premises is conferred upon the TENANT by any other provision of this Lease, may as an alternative to such termination of this Lease elect to purchase the demised premises in accordance with such purpose purchase option, except that there shall be deducted from the purchase price to be paid for the premises all of the LANDLORD'S award from the condemnation proceeding. In the event that TENANT shall fail to exercise any such option to terminate this Lease or to purchase the premises or in the event that a part of the demised premises shall be taken or condemned under circumstances under which the TENANT will have no such option, then and in either such event the LANDLORD shall, with reasonable promptness, make necessary repairs to and alterations of the improvements on the demised premises for the purpose of restoring the same to an economic a comparable architectural unit, susceptible to the same use as that which was in effect immediately prior to such taking, to the extent that may have been necessary by such condemnation, subject to a pro-rata reduction in rental. Any dispute resulting from arising under Section 9.3 of this Lease shall be submitted to the American Arbitration Arbitation Society, whose decision shall be binding on the parties hereto.

Eminent Domain. If (1) the whole, whole or any part more than ten percent (10%) of the demised premises floor area of the Premises shall be taken or condemned by any competent authority Eminent Domain for any public or quasi-public use or purpose during the term of this Lease. TENANT reserves the unto itself the right to prosecute its claim for an award based upon its leasehold interest for (or rendered untenantable by such takinga taking or condemnation), without impairing any rights of LANDLORD for the taking of or injury and either party shall elect, by giving written notice to the reversion. In the event that a part of the demised premises shall be taken or condemned that (a) the part so taken includes the building on the demised premises or any part thereof or (b) the part so taken shall remove from the premises 20% or more of the front depth of the parking areas thereofother, or (c2) the part so taken shall consist of 25% or more than fifty percent (50%) of the total parking areafloor area of the Building shall be so taken, or (d) such partial taking and Landlord shall result elect, in cutting off direct access from the demised premises its sole discretion, by giving written notice to Tenant, any adjacent public street or highway, then and in any such event, the TENANT may at any time either prior written notice to or within a period of be given not more than sixty (60) days after the date when possession of the premises on which title shall be required by the condemning authority elect vest in such condemnation proceeding, to terminate this Lease, or if any option to purchase then, in either such event, the premises is conferred upon the TENANT by any other provision of this Lease, may as an alternative to such termination Term of this Lease elect to purchase shall cease and terminate as of the demised premises in accordance with such purpose optiondate of title vesting. In the event that TENANT shall fail to exercise case of any such option to terminate taking or condemnation where the Term of this Lease or to purchase the premises or in the event that a part of the demised premises shall be taken or condemned under circumstances under which the TENANT will have no such option, then not cease and in either such event the LANDLORD shall, with reasonable promptness, make necessary repairs to and alterations of the improvements on the demised premises for the purpose of restoring the same to an economic architectural unit, susceptible to the same use as that which was in effect immediately prior to such takingterminate, to the extent that may have been necessary the Premises (or any part of the Premises) are taken or condemned, or rendered untenantable by such taking or condemnation, subject the rent shall ▇▇▇▇▇ from the date of such taking or condemnation (in the case that only a part of the Premises is so affected, in proportion to a pro-rata reduction in rentalthe area of such part of the Premises to the area of the entire Premises). Any dispute resulting from Section 9.3 In case of any taking or condemnation, whether or not the Term of this Lease shall be submitted to cease and terminate, the American Arbitration Society, whose decision entire award shall be binding on the parties heretoproperty of Landlord, and Tenant hereby assigns to Landlord all its right, title and interest in and to any such award, except that Tenant shall be entitled to claim, prove and receive in the proceedings such awards as may be allowed for moving expenses, loss of profit and fixtures and other equipment installed by it which shall not, under the terms of this Lease, be or become the property of Landlord at the termination hereof, but only if such awards shall be made by the condemnation, court or other authority in addition to, and be stated separately from, the award made by it for the Property or part thereof so taken.

Eminent Domain. If the whole, or any part of the demised premises shall be taken or condemned by any competent authority for any public use or purpose during the term of this Lease. TENANT reserves any part thereof an eminent domain taking shall occur and, if pursuant to the unto itself exercise of the right of condemnation or eminent domain (I) the Premises is taken or conveyed under threat of the exercising of such right, or (ii) only a portion of the Premises, is so taken or conveyed and Lessee determines that the remainder of the Premises is inadequate or unsatisfactory for its purposes, which determination shall not be arbitrarily or capriciously made, or (iii) Lessee’s access to the Premises is reduced by such taking or conveyance and Lessee determines that its access to the Premises is inadequate or unsatisfactory for its purposes, which determination shall not be arbitrarily or capriciously made, Lessee shall have the right to prosecute terminate this Lease, subject to Lessee’s rights as set forth below. Such termination shall be effective on the date Lessee is required to give up its occupancy, use, or access whichever is earlier. The termination of this Lease as provided above shall not operate to deprive Lessee of the right, and Lessor expressly grants to Lessee the right to make a claim for an award based upon its in condemnation or participate in an award for loss of business goodwill, relocation expenses, Lessee’s leasehold interest for such takingand/or lease bonus value, without impairing any rights of LANDLORD for the taking of loss or injury damage to Fixtures and improvements made by Lessee to the reversion. In Premises, the event that a part value of Lessee’s unexpired options to extend the demised premises shall be taken or condemned that (a) the part so taken includes the building on the demised premises Term, or any part thereof other claims that Lessee is permitted or (b) the part so taken shall remove from the premises 20% or more of the front depth of the parking areas thereofelects to make, or (c) to receive notices and participate in the part so taken shall consist of 25% or more of the total parking areacondemnation proceedings, or (d) such partial taking shall result in cutting off direct access from the demised premises to including any adjacent public street or highwaysettlement negotiations, then and in any such event, the TENANT may at any time either whether conducted prior to or after the filing of a condemnation proceedings. The Lessor reserves any and all rights to make a claim for condemnation. 7.04 In the case of any taking by Eminent Domain, if this Lease is not terminated as provided herein, Lessor and Lessee shall agree upon an equitable reduction in the rent, if any. If the parties fail to agree upon such reduction within a period of sixty (60) days after from the date when possession Lessee is required to give up such occupancy, use or access, whichever is earlier, Lessor and Lessee shall each choose one arbitrator and the two arbitrators so chosen shall choose a third arbitrator. The decision of any two of the premises shall be required by arbitrators concerning the condemning authority elect to terminate this Leaserent reduction, or if any option to purchase the premises is conferred upon the TENANT by any other provision of this Leaseany, may as an alternative to such termination of this Lease elect to purchase the demised premises in accordance with such purpose option. In the event that TENANT shall fail to exercise any such option to terminate this Lease or to purchase the premises or in the event that a part of the demised premises shall be taken or condemned under circumstances under which the TENANT will have no such option, then and in either such event the LANDLORD shall, with reasonable promptness, make necessary repairs to and alterations of the improvements on the demised premises for the purpose of restoring the same to an economic architectural unit, susceptible to the same use as that which was in effect immediately prior to such taking, to the extent that may have been necessary by such condemnation, subject to a pro-rata reduction in rental. Any dispute resulting from Section 9.3 of this Lease shall be submitted to the American Arbitration Society, whose decision shall be binding on Lessor and Lessee and any expense of the parties heretoarbitration shall be divided equally between Lessor and Lessee. Any such reduction in rent shall not constitute an election or remedies by Lessee nor deprive Lessee of the right to make a claim for an award in condemnation as set forth above or receive notices and participate in the condemnation proceedings, including any settlement negotiations.

Eminent Domain. If 10.01. In case the whole, or any part of the demised premises entire Premises shall be taken or condemned by under eminent domain proceedings, this Lease shall terminate and come to an end on the day when Tenant is deprived of possession of the Premises under such proceedings and Tenant shall have no claim against Landlord for the value of any competent authority for any public use or purpose during the unexpired term of this Lease. TENANT reserves the unto itself the right to prosecute its claim for an award based upon its leasehold interest for such taking, without impairing Lease or any rights of LANDLORD for the taking of extension or injury to the reversionrenewal hereof. 10.02. In the event that a part case any substantial portion of the demised premises Premises is taken by the exercise of the power of eminent domain, either party may at its option terminate this Lease as of the day when Tenant is deprived of possession of the Premises under such proceeding, such option to be exercised by giving the other party notice in writing not later than ten (10) days after judgment of condemnation. If such option is not so exercised, or if less than a substantial portion of the Premises is taken, (i) Landlord at its expense shall, after the date (the “Taking Date”) on which the condemnor takes possession of the portion so condemned, commence to make such changes or modifications as are necessary for Tenant to continue its operations and use of the Premises, and (ii) Base Rent shall be reduced by an amount that is equitable when viewed in the context of the number of parking spaces taken as well as the additional respects (if any) in which said taking adversely impacts Tenant’s operation of the Premises. Both parties agree to act reasonably and in good faith in making the aforesaid determination. 10.03. In case all or a material portion of the Premises shall be taken or condemned that (a) under eminent domain proceedings, Landlord shall have the part so taken includes the building on the demised premises or any part thereof or (b) the part so taken shall remove from the premises 20% or more of the front depth of the parking areas thereof, or (c) the part so taken shall consist of 25% or more of the total parking area, or (d) such partial taking shall result in cutting off direct access from the demised premises to any adjacent public street or highway, then and in any such event, the TENANT may at any time either prior to or within a period of sixty (60) days after the date when possession of the premises shall be required by the condemning authority elect to terminate this Lease, or if any option to purchase the premises is conferred upon the TENANT by any other provision of this Lease, may as an alternative to such termination of this Lease elect to purchase the demised premises in accordance with such purpose option. In the event that TENANT shall fail to exercise any such option to terminate this Lease upon forty-five (45) days notice, provided such notice is given no later than ninety (90) days after the judgment of condemnation. 10.04. In any event, in case of any eminent domain proceedings affecting the Premises, Landlord shall receive the entire award without any deduction therefrom for any present or to purchase the premises future estate or interest of Tenant, in the event that a part of the demised premises shall be taken or condemned under circumstances under which the TENANT will have no such option, then same manner and in either such event the LANDLORD shall, with reasonable promptness, make necessary repairs to and alterations of the improvements on the demised premises for the purpose of restoring the same to an economic architectural unit, susceptible to the same use extent as that which was in effect immediately prior to such taking, to the extent that may have been necessary by such condemnation, subject to a pro-rata reduction in rental. Any dispute resulting from Section 9.3 of if this Lease shall be submitted were not in existence; and Tenant hereby assigns to the American Arbitration SocietyLandlord all right, whose decision shall be binding on the parties heretotitle and interest it might otherwise have in and to any and all such compensation together with any and all rights, estate and interest of Tenant now existing or hereinafter arising in and to any such award or any part thereof.

Eminent Domain. SECTION 1. If as a result of any taking by eminent domain which shall be deemed to include a voluntary conveyance in lieu of a taking the whole, or any part of total floor area remaining in the demised premises shall be taken reduced by twenty (20%) percent or condemned by any competent authority for any public use or purpose during more of the total floor area in the demised premises at the commencement of the term hereof, then at the election of either the Lessor or Lessee, exercisable by written notice given to the other within ninety (90) days after the date of the filing of the notice of such taking this Lease. TENANT reserves Lease may be terminated as of the unto itself date when the right Lessee is required to prosecute its claim for an award based upon its leasehold vacate the demised premises or the portion thereof so taken, notwithstanding that the entire interest for of the Lessor may have been divested by such taking, without impairing and if following any such taking neither the Lessor nor Lessee terminates this Lease, then the Lessor, at the Lessor's expense but only to the extent of the award actually received by the Lessor for any such taking (subject to the rights of LANDLORD any first mortgagee of the demised premises) and proceeding with all reasonable dispatch shall do such work as may be required to put what may remain of the demised premises in proper condition for the conduct of the Lessee's business, and the Lessee, upon substantial completion by Lessor of such work as may be required to put what may remain of the demised premises in proper condition for the conduct of the Lessee's business, shall continue to operate and use the demised premises for the Permitted Uses. From and after the date on which the Lessee is required to vacate the portion of the demised premises so taken, a just proportion of the rent reserved herein according to the nature and extent of the taking of or injury the demised premises, shall be abated until the demised premises are restored to such condition that the Lessee can commence business therein, and from and after the date on which the Lessor shall restore the demised premises in the manner above provided the rent shall be reduced in the proportion that the floor area of the portion of the demised premises so taken bears to the reversionfloor area of the demised premises at the commencement of the term hereof. SECTION 2. In the event that of a part of the demised premises shall be taken or condemned that (a) the part so taken includes the building on the demised premises or any part thereof or (b) the part so taken shall remove from the premises 20% or more of the front depth of the parking areas thereoftaking, or (c) the part so taken shall consist as defined herein, of 25% or more of the total parking areaLand, or 25% of the area of the Building and even though such taking does not affect (d20%) such partial taking shall result in cutting off direct access from twenty percent or more of the floor area of the demised premises to any adjacent public street or highway, then and in any such eventpremises, the TENANT may at any time either prior Lessor shall nonetheless have the right to or terminate this lease by notifying the Lessee of the Lessor's election to terminate within a period of sixty (6090) days after the date when possession final determination of the premises shall be required by amount of the condemning authority elect to terminate this Leaseaward, or if to restore any option to purchase the premises is conferred upon the TENANT by any other provision of this Lease, may as an alternative to such termination of this Lease elect to purchase the demised premises in accordance with such purpose option. In the event that TENANT shall fail to exercise any such option to terminate this Lease or to purchase the premises or in the event that a part of the demised premises so remaining and in the case of such restoration, the rent shall be taken or condemned under circumstances under which abated to the TENANT will have no such optionextent provided above. The Lessor reserves and excepts all rights to damages to the Land, then and in either such event the LANDLORD shallBuilding, with reasonable promptness, make necessary repairs to and alterations of the improvements on the demised premises for and the purpose leasehold hereby created or awards with respect thereto, then or thereafter accruing, by reason of restoring any taking by eminent domain or by reason of anything lawfully done or required by any public authority, and the same to an economic architectural unit, susceptible Lessee grants to the same use as that which was in effect immediately prior Lessor all the Lessee's rights, if any, to such takingdamages except with respect to the value of its personal property, trade fixtures and equipment and its relocation expenses to the extent that may have been necessary compensated by such condemnation, subject to a pro-rata reduction in rental. Any dispute resulting from Section 9.3 of this Lease separate award and shall be submitted execute and deliver to the American Arbitration Society, whose decision shall be binding on Lessor such further instruments of assignments thereof as the parties heretoLessor may from time to time request.

Eminent Domain. If all or any portion of ▇▇▇▇▇▇▇▇ ▇, ▇▇▇▇▇▇▇▇ ▇, the wholePremises or the Project is taken for public or quasi-public use by a governmental authority under the power of eminent domain or is conveyed to a governmental authority in lieu of such taking (a "Taking"), and Tenant reasonably determines that the Taking causes the (remaining portion of the) Premises to be untenantable and inadequate for use by Tenant for the purpose or which they were leased, then Tenant, at its option and by giving notice within thirty (30) days after the Taking, may terminate this Lease as of the date the portion of ▇▇▇▇▇▇▇▇ ▇, ▇▇▇▇▇▇▇▇ ▇, the Premises, or any part the Project is taken. If a portion of the demised premises Premises is Taken but Tenant reasonably determines that the remaining portion is tenantable and adequate for Tenant's use, then this lease shall be terminated as to the portion taken or condemned by conveyed as of the date Tenant surrenders possession; Landlord immediately shall make such repairs, alterations and improvements to the Premises (exclusive of any competent authority improvements, furniture, fixtures and equipment), at no expense to Tenant, as may be necessary to render the portion not taken or conveyed tenantable, provided that Landlord shall have no obligation to make such repairs, alterations and improvements to the extent that Landlord shall not receive condemnation awards or proceeds for any public use the cost thereof; and the Rent shall be reduced in proportion to the portion of the Premises taken or purpose during conveyed. Landlord shall perform the term of this Leasework to restore the Premises and Building 2 and Building 3 as nearly as possible to their original condition (to the extent set forth above) and with minimum interference to Tenant's normal business operations. TENANT reserves Notwithstanding the unto itself foregoing, Landlord shall have the right to prosecute its claim for an award based upon its leasehold interest for such taking, without impairing any rights of LANDLORD for the taking of or injury to the reversion. In terminate this Lease in the event that a part of the demised premises shall be taken or condemned that any Taking which results in (ai) the part so taken includes the building on the demised premises or any part thereof or twenty-five percent (b25%) the part so taken shall remove from the premises 20% or more of the front depth of the parking areas thereof, Project being taken or conveyed or (cii) any lender having the part so taken right to require all awards and proceeds to be applied against the obligations under a loan held by such lender, by notice in writing to Tenant. Tenant shall consist of 25% or more of the total parking area, or (d) such partial taking shall result in cutting off direct access from the demised premises not be entitled to any adjacent public street or highway, then and share in any such eventaward to Landlord, but shall have the TENANT may at any time either prior right to or within apply, in a period of sixty (60) days after the date when possession of the premises shall be required by the condemning authority elect to terminate this Leaseseparate proceeding, or if any option to purchase the premises is conferred upon the TENANT by any other provision of this Lease, may as for an alternative to such termination of this Lease elect to purchase the demised premises in accordance with such purpose option. In the event that TENANT shall fail to exercise any such option to terminate this Lease or to purchase the premises or in the event that a part of the demised premises shall be taken or condemned under circumstances under which the TENANT will have no such option, then and in either such event the LANDLORD shall, with reasonable promptness, make necessary repairs to and alterations of the improvements on the demised premises award for the purpose interruption of restoring Tenant's business; Tenant's moving and relocation expenses; the same to an economic architectural unitcosts and expenses of removal of Tenant's Alterations (other than those paid for by Landlord), susceptible trade fixtures and personal property (or the award attributable to the same use as that which was in effect immediately prior to such takingAlterations, trade fixtures or personal property to the extent that may have been necessary Tenant does not remove them) and the depreciation in value caused by such condemnation, subject to a pro-rata reduction in rental. Any dispute resulting from Section 9.3 of this Lease shall be submitted to the American Arbitration Society, whose decision shall be binding on the parties heretoremoval.

Eminent Domain. If the whole, or any part of the demised premises shall be taken or condemned by any competent authority for any public use or purpose during the term of this Lease. TENANT reserves the unto itself the right to prosecute its claim for an award based upon its leasehold interest for such taking, without impairing any rights of LANDLORD for the taking of or injury to the reversion25.1. In the event that a part of the demised premises shall be taken or condemned that (a) the part so taken includes the building on the demised premises or any part thereof whole of all Affected Areas or (b) the such part so taken thereof as shall remove from the premises 20% or more substantially interfere with Tenant’s use and occupancy of the front depth Premises for the Permitted Use shall be taken for any public or quasi-public purpose by any lawful power or authority by exercise of the right of appropriation, condemnation or eminent domain, or sold to prevent such taking, Tenant or Landlord may terminate this Lease effective as of the date possession is required to be surrendered to such authority, except with regard to (y) items occurring prior to the taking and (z) provisions of this Lease that, by their express terms, survive the expiration or earlier termination hereof. 25.2. In the event of a partial taking of (a) the Building or the Project or (b) drives, walkways or parking areas thereofserving the Building or the Project for any public or quasi-public purpose by any lawful power or authority by exercise of right of appropriation, condemnation, or (c) the part so taken shall consist of 25% eminent domain, or more sold to prevent such taking, then, without regard to whether any portion of the total parking areaPremises occupied by Tenant was so taken, or (d) such partial taking shall result in cutting off direct access from the demised premises to any adjacent public street or highway, then and in any such event, the TENANT Landlord may at any time either prior to or within a period of sixty (60) days after the date when possession of the premises shall be required by the condemning authority elect to terminate this Lease, or if any option Lease (except with regard to purchase (a) items occurring prior to the premises is conferred upon the TENANT by any other provision of this Lease, may as an alternative to such termination taking and (b) provisions of this Lease elect that, by their express terms, survive the expiration or earlier termination hereof) as of such taking if such taking is, in Landlord’s reasonable opinion, of a material nature such as to purchase make it uneconomical to continue use of the demised premises unappropriated portion for purposes of renting office or laboratory space. 25.3. Tenant shall be entitled to any award that is specifically awarded as compensation for (a) the taking of Tenant’s personal property that was installed at Tenant’s expense and (b) the costs of Tenant moving to a new location. Except as set forth in accordance with the previous sentence, any award for such purpose optiontaking shall be the property of Landlord. 25.4. In If, upon any taking of the event that TENANT shall fail to exercise any such option to terminate nature described in this Article, this Lease or to purchase the premises or continues in the event that a part of the demised premises shall be taken or condemned under circumstances under which the TENANT will have no such optioneffect, then and in either such event Landlord shall promptly proceed to restore the LANDLORD shall, with reasonable promptness, make necessary repairs Affected Areas to and alterations of the improvements on the demised premises for the purpose of restoring the substantially their same to an economic architectural unit, susceptible to the same use as that which was in effect immediately condition prior to such partial taking, to . To the extent that may have been necessary such restoration is infeasible, as determined by such condemnationLandlord in its sole and absolute discretion, subject to a pro-rata reduction in rental. Any dispute resulting from Section 9.3 of this Lease the Rent shall be submitted decreased proportionately to reflect the American Arbitration Society, whose decision shall be binding on loss of any portion of the parties heretoPremises no longer available to Tenant.

Eminent Domain. If In the whole, event the whole or any part substantially all of the demised premises Premises, the Building or the Project (or the parking areas) shall be taken under the power of eminent domain, or condemned sold to prevent the exercise thereof (collectively, a “Taking”), this Lease shall automatically terminate as of the date of such Taking. In the event a Taking of a portion of the Project, the Building or the Premises shall, in the reasonable opinion of Landlord, substantially interfere with Landlord’s operation thereof, or if any of Landlord’s Mortgage(s) require application of the condemnation proceeds to the reduction of the mortgage indebtedness, Landlord may terminate this Lease upon thirty (30) days’ written notice to Tenant given at any time within sixty (60) days following the date of such Taking. If the Taking renders all or a substantial portion of the Premises untenantable or inaccessible or results in a material reduction of accessible on-site parking spaces to the extent that the Project is not in compliance with applicable Laws or is no longer viable for Tenant to continue to operate its business at the Premises in the manner operated immediately prior to such taking, Tenant may terminate this Lease effective on the date of Taking by any competent authority for any public use or purpose during the term written notice given no later than sixty (60) days after such date. For purposes of this Lease. TENANT reserves , the unto itself date of Taking shall be the right to prosecute its claim for an award based upon its leasehold interest for earlier of the date of transfer of title resulting from such taking, without impairing any rights Taking or the date of LANDLORD for the taking transfer of or injury to the reversionpossession resulting from such Taking. In the event that a part portion of the demised premises Premises is so taken and this Lease is not terminated, Landlord shall, with reasonable diligence, use commercially reasonable efforts to proceed to restore (to the extent permitted by Law and covenants, conditions and restrictions then applicable to the Project) the Premises (other than Tenant’s personal property and fixtures, and above-standard tenant improvements) to a complete, functioning unit, including the Tenant Improvements as appropriately adjusted to reflect the Taking. During such restoration, the Basic Annual Rent, Operating Expenses and Additional Rent shall be taken or condemned that fully abated until the earlier of (ai) the part so taken includes date Tenant re-opens for business in the building Premises; or (ii) the date the Premises, including the Tenant Improvements, have been Substantially Completed, at which time, the Basic Annual Rent, Tenant’s Proportionate Share of Operating Expenses and Additional Rent shall be permanently reduced proportionately based on the demised premises portion of the Premises so taken. If all or any part thereof or (b) the part so taken shall remove from the premises 20% or more portion of the front depth Premises is the subject of a temporary Taking, this Lease shall remain in full force and effect and Tenant shall continue to perform each of its obligations under this Lease; in such case, Tenant shall be entitled to receive the entire award allocable to the temporary Taking of the parking areas thereofPremises. Except as provided herein, Tenant shall not assert any claim against Landlord or (c) the part so taken shall consist of 25% or more of the total parking area, or (d) such partial taking shall result in cutting off direct access from the demised premises to any adjacent public street or highway, then and in any such event, the TENANT may at any time either prior to or within a period of sixty (60) days after the date when possession of the premises shall be required by the condemning authority elect for, and hereby assigns to terminate Landlord, any compensation in connection with any such Taking, and Landlord shall be entitled to receive the entire amount of any award therefor, without deduction for any estate or interest of Tenant. Nothing contained in this LeaseParagraph 10, however, shall be deemed to give Landlord any interest in, or if prevent Tenant from seeking any option award against the condemning authority for any and all damages to purchase the premises is conferred upon the TENANT or loss of leasehold interest created by any other provision of this Lease, may as an alternative to such termination of this Lease elect to purchase or Tenant's business, the demised premises Taking of personal property, fixtures, equipment, above standard tenant improvements of Tenant or for relocation or moving expenses recoverable by Tenant from the condemning authority. This Paragraph 10 shall be Tenant’s sole and exclusive remedy in accordance with such purpose option. In the event that TENANT shall fail to exercise of a Taking. This Lease sets forth the terms and conditions upon which this Lease may terminate in the event of a Taking. Accordingly, the parties waive any such option statutes permitting the parties to terminate this Lease or to purchase the premises or in the event that as a part result of the demised premises shall be taken or condemned under circumstances under which the TENANT will have no such option, then and in either such event the LANDLORD shall, with reasonable promptness, make necessary repairs to and alterations of the improvements on the demised premises for the purpose of restoring the same to an economic architectural unit, susceptible to the same use as that which was in effect immediately prior to such taking, to the extent that may have been necessary by such condemnation, subject to a pro-rata reduction in rental. Any dispute resulting from Section 9.3 of this Lease shall be submitted to the American Arbitration Society, whose decision shall be binding on the parties heretoTaking.