Common use of HVAC Clause in Contracts

HVAC. Sublandlord acknowledges that Subtenant may desire to make modifications or Alterations to the HVAC system serving the Sublease Premises or otherwise to the Sublease Premises in accordance with the terms of the ▇▇▇▇▇▇▇▇▇ in connection with the heating/cooling of the Sublease Premises, including without limitation, the use and/or installation of temporary or moveable heating/cooling equipment (collectively, the “HVAC Alterations”) . Subject to Subtenant’s compliance with the terms of this Sublease and the ▇▇▇▇▇▇▇▇▇ including, without limitation, the provisions concerning Alterations and Building systems and the requirement to submit plans for any such work to Sublandlord and Overlandlord for the prior written approval, Sublandlord shall provide Subtenant with a Base Rent credit for actual, out of pocket design costs and hard costs (including, without limitation, the cost of the purchase and installation of machinery or equipment) of such HVAC Alterations up to a maximum of $110,000. Such Base Rent credit shall be provided to Subtenant in the month following Subtenant’s completion of such HVAC Alterations and Subtenant’s delivery of reasonable documentation of such costs and, to the extent applicable, fully executed, unconditional lien waivers from all contractors and vendors providing work or services for such HVAC Alterations. Sublandlord shall have no liability to Subtenant nor any obligation to provide any rent credit to Subtenant in the event Overlandlord fails to consent to such HVAC Alterations. Throughout the Term of this Sublease, HVAC service shall be available to the Sublease Premises on 24 hours per day, 7 days per week and 365 days per year. Subtenant shall pay Sublandlord $0.50 per annum per square foot of rentable area in the Sublease Premises for Subtenant’s use of overtime HVAC (the “HVAC Charge”) (i.e. Subtenant shall have no obligation to pay any hourly charge for such usage.) The HVAC Charge shall be paid monthly, without set-off, abatement, deduction or demand, on the first of each month during the Term (as the same may be extended) in the amount of $1,791.67 per month, with HVAC Charges for any partial month pro-rated on a per diem basis. Notwithstanding the incorporation of Article 71 of the ▇▇▇▇▇▇▇▇▇ in this Sublease, Subtenant shall have no obligation to pay the charges for HVAC set forth therein or elsewhere in the ▇▇▇▇▇▇▇▇▇ and it is expressly agreed that Subtenant’s only obligation with respect to the fees for the supply of HVAC to the Sublease Premises is the payment of the HVAC Charges as provided in this Section 13. Notwithstanding anything to the contrary contained in this Sublease by virtue of incorporation of certain provisions of the ▇▇▇▇▇▇▇▇▇ herein, throughout the term of this Sublease, Sublandlord shall maintain the HVAC system at Sublandlord’s sole cost and expense, unless any such maintenance, repair or replacement results from Subtenant’s misuse or abuse of the HC equipment serving the Sublease Premises. Nothing contained in this Sublease whether stated expressly or incorporated herein shall be deemed to be an assumption by Subtenant of any obligation to maintain, repair or replace the HVAC system and equipment.

HVAC. Sublandlord acknowledges that Subtenant may desire to make modifications or Alterations (a) Notwithstanding Section 6 of this Amendment, prior to the Additional Premises Commencement Date, Landlord shall, at Landlord’s sole cost and expense, replace the 5 ton HVAC system serving the Sublease Premises or otherwise to the Sublease Premises in accordance with the terms of the ▇▇▇▇▇▇▇▇▇ in connection with the heating/cooling of the Sublease Premises, including without limitation, the use and/or installation of temporary or moveable heating/cooling equipment (collectively, the “HVAC Alterations”) . Subject to Subtenant’s compliance with the terms of this Sublease and the ▇▇▇▇▇▇▇▇▇ including, without limitation, the provisions concerning Alterations and Building systems and the requirement to submit plans for any such work to Sublandlord and Overlandlord for the prior written approval, Sublandlord shall provide Subtenant with a Base Rent credit for actual, out of pocket design costs and hard costs (including, without limitation, the cost of the purchase and installation of machinery or equipment) of such HVAC Alterations up to a maximum of $110,000. Such Base Rent credit shall be provided to Subtenant in the month following Subtenant’s completion of such HVAC Alterations and Subtenant’s delivery of reasonable documentation of such costs and, to the extent applicable, fully executed, unconditional lien waivers from all contractors and vendors providing work or services for such HVAC Alterations. Sublandlord shall have no liability to Subtenant nor any obligation to provide any rent credit to Subtenant in the event Overlandlord fails to consent to such HVAC Alterations. Throughout the Term of this Sublease, HVAC service shall be available to the Sublease Premises on 24 hours per day, 7 days per week and 365 days per year. Subtenant shall pay Sublandlord $0.50 per annum per square foot of rentable area in the Sublease Premises for Subtenant’s use of overtime HVAC unit (the “HVAC Charge5 ton unit”) located in the front office of the Additional Premises with a new similarly-sized and comparable unit. On the Additional Premises Commencement Date the 5 ton unit shall be in good, operating condition. (i.e. Subtenant b) Prior to the Additional Premises Commencement Date, Landlord shall have no obligation supply and install 90 degree trunk duct separating supply and return, controls and any other necessary components for the 15 ton HVAC unit located in the warehouse area of the Additional Premises (the “15 ton unit”) to pay any hourly charge cause the 15 ton unit to be in good, operating condition. Landlord shall use commercially reasonable efforts to allow Tenant to review the plans for such usage.) The HVAC Charge installation in advance so that Tenant may provide feedback. On the Additional Premises Commencement Date the 15 ton unit shall be paid monthlyin good, without set-off, abatement, deduction or demand, on the first of each month during the Term operating condition. (as the same may be extendedc) in the amount of $1,791.67 per month, with HVAC Charges for any partial month pro-rated on a per diem basis. Notwithstanding the incorporation of Article 71 of the ▇▇▇▇▇▇▇▇▇ in this Sublease, Subtenant shall have no obligation to pay the charges for HVAC set forth therein or elsewhere in the ▇▇▇▇▇▇▇▇▇ and it is expressly agreed that Subtenant’s only obligation with respect to the fees for the supply of HVAC to the Sublease Premises is the payment of the HVAC Charges as provided in this Section 13. Notwithstanding anything to the contrary contained in this Sublease by virtue the Lease, Tenant shall not impose a heat load requirement greater than 20 tons of incorporation of certain provisions cooling capacity in the Additional Premises. Failure to comply with the foregoing requirement shall be considered a default pursuant to the terms of the ▇▇▇▇▇▇▇▇▇ hereinLease with respect to Tenant’s occupancy of the Additional Premises. In addition, throughout Tenant shall pay to Landlord, promptly upon billing, Landlord’s costs of supplying such excess capacity, at such rates as Landlord shall reasonably establish therefor, and such other out-of-pocket costs incurred by Landlord as a result of such breach. (d) Landlord shall provide preventative maintenance for the term 5 ton unit and the 15 ton unit, the cost of which shall be included in Tenant’s Annual Operating Expenses, as well as repairs and replacement for the 5 ton unit and the 15 ton unit at Landlord’s cost, provided that in no event shall Landlord be obligated to repair or replace any such HVAC unit as a result of, or to the extent such damage or destruction is caused by the misconduct or negligent acts or omissions of Tenant, its employees, contractors or agents. In the event of any conflict between this Section 1 1 of this Sublease, Sublandlord shall maintain the HVAC system at Sublandlord’s sole cost Amendment and expense, unless any such maintenance, repair or replacement results from Subtenant’s misuse or abuse Section 9(a) of the HC equipment serving Lease with respect to the Sublease Premises. Nothing contained in 5 ton unit and the 15 ton unit, the terms of this Sublease whether stated expressly or incorporated herein Section 11 shall prevail. (e) Landlord shall provide preventative maintenance for the 5 ton unit and the 15 ton unit, the cost of which shall be deemed to included in Tenant’s Annual Operating Expenses, provided that in no event shall Landlord be an assumption by Subtenant of any obligation obligated to maintain, repair or replace any HVAC unit as a result of, or to the HVAC system and equipmentextent such damage or destruction is caused by the misconduct or negligent acts or omissions of Tenant, its employees, contractors or agents.

HVAC. Sublandlord acknowledges that Subtenant may desire The Building is equipped with a heating and air conditioning ("HVAC") system serving the Building (the "BB HVAC System"). Subject to make modifications limitations imposed by all governmental rules, regulations and guidelines applicable thereto, Landlord shall provide BB HVAC System service during the "HVAC System Hours" (defined below). Tenant shall have the right to specify the hours of availability of the BB HVAC System (the "HVAC System Hours"); provided, however, (i) any initial determination or Alterations changes to the HVAC system serving System Hours shall require at least thirty (30) days prior notice to Landlord, and shall not be effective until the Sublease Premises or otherwise to the Sublease Premises in accordance with the terms first day of the ▇▇▇▇▇▇▇▇▇ in connection with subsequent calendar month occurring after the heating/cooling expiration of the Sublease Premisesthirty (30) day period, (ii) the HVAC System Hours shall consist of, at a minimum, the hours of 8:00 A.M. to 6:00 P.M. on Monday through Friday, and (iii) the HVAC System Hours shall consist only of consecutive time periods, as determined on a daily basis. Tenant shall cooperate fully with Landlord at all times and abide by all regulations and requirements that Landlord may reasonably prescribe for the proper functioning and protection of the BB HVAC System. If the HVAC System Hours consist of more than sixty (60) hours per week ("Excess Hours"), then Landlord shall supply such HVAC to Tenant at Landlord's actual cost (which shall be treated as Additional Rent, but not as an Operating Expense), including without limitation, the use and/or installation of temporary or moveable heating/cooling equipment (collectively, the “HVAC Alterations”) . Subject to Subtenant’s compliance with the terms of this Sublease and the ▇▇▇▇▇▇▇▇▇ including, without limitation, the provisions concerning Alterations and Building systems and the requirement to submit plans for any such work to Sublandlord and Overlandlord for the prior written approval, Sublandlord shall provide Subtenant with a Base Rent credit for actual, out of pocket design costs and hard costs (including, without limitation, the cost of increased depreciation on the purchase and installation BB HVAC System, but excluding the cost of machinery or equipment) of such HVAC Alterations up to a maximum of $110,000. Such Base Rent credit shall be provided to Subtenant in the month following Subtenant’s completion of such HVAC Alterations and Subtenant’s delivery of reasonable documentation of such costs and, electricity to the extent applicablealready paid for directly by Tenant, fully executedbut including the electrical costs specified as follows. Landlord shall reasonably and equitably allocate the portion of the electrical costs of the BB HVAC System attributable to Tenant's direct use of the BB HVAC System for the Excess Hours to Tenant, unconditional lien waivers from all contractors and vendors providing work or services for such HVAC Alterations. Sublandlord shall have no liability to Subtenant nor any obligation to provide any rent credit to Subtenant in the event Overlandlord fails to consent to such HVAC Alterations. Throughout the Term of this Sublease, HVAC service shall be available to the Sublease Premises on 24 hours per day, 7 days per week and 365 days per year. Subtenant Tenant shall pay Sublandlord $0.50 per annum per square foot for the costs of rentable area in such direct use along with the Sublease Premises for Subtenant’s use increased depreciation as set forth above, within thirty (30) days after demand, and as Additional Rent under this Lease (and not as part of overtime HVAC the Operating Expenses) (the “"Extra HVAC Charge”) (i.e. Subtenant shall have no obligation to pay any hourly charge for such usageCosts").) The HVAC Charge shall be paid monthly, without set-off, abatement, deduction or demand, on the first of each month during the Term (as the same may be extended) in the amount of $1,791.67 per month, with HVAC Charges for any partial month pro-rated on a per diem basis. Notwithstanding the incorporation of Article 71 of the ▇▇▇▇▇▇▇▇▇ in this Sublease, Subtenant shall have no obligation to pay the charges for HVAC set forth therein or elsewhere in the ▇▇▇▇▇▇▇▇▇ and it is expressly agreed that Subtenant’s only obligation with respect to the fees for the supply of HVAC to the Sublease Premises is the payment of the HVAC Charges as provided in this Section 13. Notwithstanding anything to the contrary contained in this Sublease by virtue of incorporation of certain provisions of the ▇▇▇▇▇▇▇▇▇ herein, throughout the term of this Sublease, Sublandlord shall maintain the HVAC system at Sublandlord’s sole cost and expense, unless any such maintenance, repair or replacement results from Subtenant’s misuse or abuse of the HC equipment serving the Sublease Premises. Nothing contained in this Sublease whether stated expressly or incorporated herein shall be deemed to be an assumption by Subtenant of any obligation to maintain, repair or replace the HVAC system and equipment.

HVAC. Sublandlord acknowledges that Subtenant may desire to make modifications or Alterations to the HVAC system serving the Sublease Premises or otherwise to the Sublease Premises in accordance with the terms of the ▇▇▇▇▇▇▇▇▇ in connection with the heating/cooling of the Sublease Premises, including without limitation, the use and/or installation of temporary or moveable heating/cooling equipment Tenant shall (collectively, the “HVAC Alterations”i) . Subject to Subtenant’s compliance with the terms of this Sublease maintain and the ▇▇▇▇▇▇▇▇▇ including, without limitation, the provisions concerning Alterations and Building systems and the requirement to submit plans for any such work to Sublandlord and Overlandlord for the prior written approval, Sublandlord shall provide Subtenant with a Base Rent credit for actual, out of pocket design costs and hard costs repair (including, without limitation, replacing component parts) when necessary all HVAC equipment which services only the Premises, and shall keep the same in good condition through regular inspection and servicing, and (ii) maintain continuously throughout the Lease Term a service contract for the maintenance of all such HVAC equipment with a licensed HVAC repair and maintenance contractor approved by Landlord, which contract provides for the periodic inspection and servicing of the HVAC equipment at least once every 90 days during the Lease Term. If the HVAC unit(s) serving the Premises needs to be replaced due to normal wear and tear or if the repairs required to be made by Tenant exceed $1,000.00, Landlord agrees to perform the work for the repair or replacement of the HVAC unit(s) servicing the Premises as and when determined by Landlord in good faith where such work is not due to any negligence or willful misconduct of Tenant or any of Tenant’s Agents or due to any Tenant’s Alteration, and Tenant shall pay to Landlord the amortized portion of the cost for any such work in accordance with Section 5.4 of this Lease. Notwithstanding the purchase foregoing, Landlord may elect at any time to assume responsibility for the maintenance, repair and installation of machinery or equipment) replacement of such HVAC Alterations up to a maximum of $110,000. Such Base Rent credit equipment which serves only the Premises, provided the costs for such maintenance service contract shall be provided to Subtenant customary for such service contracts for similar properties in the month following Subtenant’s completion vicinity of the Project. Tenant shall furnish Landlord with a copy of such HVAC Alterations and Subtenant’s delivery of reasonable documentation of such costs andservice contract, which shall provide that they may not be canceled or changed without at least 30 days’ prior written notice to Landlord. Prior to the extent applicableCommencement Date, fully executed, unconditional lien waivers from all contractors Landlord will have the HVAC equipment inspected by a HVAC service vendor (“HVAC Report”) and vendors providing Landlord agrees to cause the work or services for such HVAC Alterations. Sublandlord shall have no liability to Subtenant nor any obligation to provide any rent credit to Subtenant that is recommended in the event Overlandlord fails to consent to such HVAC Alterations. Throughout the Term of this Sublease, HVAC service shall be available to the Sublease Premises on 24 hours per day, 7 days per week and 365 days per year. Subtenant shall pay Sublandlord $0.50 per annum per square foot of rentable area in the Sublease Premises for Subtenant’s use of overtime HVAC (the “HVAC Charge”) (i.e. Subtenant shall have no obligation to pay any hourly charge for such usage.) The HVAC Charge shall be paid monthly, without set-off, abatement, deduction or demand, on the first of each month during the Term (as the same may be extended) in the amount of $1,791.67 per month, with HVAC Charges for any partial month pro-rated on a per diem basis. Notwithstanding the incorporation of Article 71 of the ▇▇▇▇▇▇▇▇▇ in this Sublease, Subtenant shall have no obligation to pay the charges for HVAC set forth therein or elsewhere in the ▇▇▇▇▇▇▇▇▇ and it is expressly agreed that Subtenant’s only obligation with respect to the fees Report for the supply of HVAC to equipment that services the Sublease Premises is the payment of the HVAC Charges as provided in this Section 13. Notwithstanding anything to the contrary contained in this Sublease by virtue of incorporation of certain provisions of the ▇▇▇▇▇▇▇▇▇ herein, throughout the term of this Sublease, Sublandlord shall maintain the HVAC system at Sublandlord’s sole cost and expense, unless any such maintenance, repair or replacement results from Subtenant’s misuse or abuse of the HC equipment serving the Sublease Premises. Nothing contained in this Sublease whether stated expressly or incorporated herein shall be deemed to be an assumption done by Subtenant of any obligation the Commencement Date and the cost thereof shall not be charged to maintain, repair or replace the HVAC system and equipmentTenant.

HVAC. Sublandlord acknowledges that Subtenant may desire to make modifications (a) Landlord shall select the company or Alterations to the companies providing such utility and other services described in this subsection. HVAC system serving the Sublease Premises or otherwise to the Sublease Premises will be provided in accordance a manner consistent with the terms of the ▇▇▇▇▇▇▇▇▇ class A office buildings in connection with the heating/cooling of the Sublease PremisesJersey City, including without limitationNew Jersey, the use and/or installation of temporary or moveable heating/cooling equipment (collectively, the “HVAC Alterations”) . Subject to Subtenant’s compliance with the terms during Building Standard Hours specified in Section 5.4 of this Sublease Lease. Base building HVAC shall be capable of meeting ASHRAE standards of normal office use. If Tenant desires HVAC service other than during Building Standard Hours (“Overtime HVAC”), Tenant shall make advance arrangements with Landlord and the ▇▇▇▇▇▇▇▇▇ including, without limitation, the provisions concerning Alterations and Building systems and the requirement to submit plans for any such work to Sublandlord and Overlandlord for the prior written approval, Sublandlord shall provide Subtenant with a Base Rent credit for actual, out of pocket design costs and hard costs (including, without limitation, the cost of the purchase and installation of machinery or equipment) of such Overtime HVAC Alterations up to a maximum of $110,000. Such Base Rent credit shall be provided by Landlord to Subtenant in Tenant, provided that Tenant shall pay for its use of the month following SubtenantOvertime HVAC as additional rent, at a rate of One Hundred Twenty-Five Dollars ($125.00) per hour, subject to Building standard increases at Landlord’s completion discretion. (b) Heat shall be supplied by electric base board, controlled by the Building Management System (“BMS”), continuously calculating outside and inside air temperatures. Each floor of such HVAC Alterations the Building shall have an air-conditioning unit with a capacity of 60-85 tons and Subtenanta variable air volume box distribution system, with a total capacity of 4,500 tons for the Building. (c) At Tenant’s delivery of reasonable documentation of such costs andprior written request, Landlord shall provide continuous condenser water to Tenant for Tenant’s additional cooling. If Landlord provides condenser water to Tenant pursuant to the extent applicablepreceding sentence, fully executedthen commencing on the date Landlord commences providing such condenser water to Tenant, unconditional lien waivers from all contractors and vendors providing work or services Tenant shall pay for such HVAC Alterations. Sublandlord shall have no liability condenser water, as additional rent, at a rate of Six Hundred Dollars ($600.00) per ton per year at the full capacity of condenser water, subject to Subtenant nor any obligation to provide any rent credit to Subtenant in the event Overlandlord fails to consent to such HVAC Alterations. Throughout the Term of this Sublease, HVAC service shall be available to the Sublease Premises on 24 hours per day, 7 days per week and 365 days per year. Subtenant shall pay Sublandlord $0.50 per annum per square foot of rentable area in the Sublease Premises for Subtenantannual Building standard increases at Landlord’s use of overtime HVAC discretion (the “HVAC Annual Water Charge”). If Landlord determines, in its reasonable discretion, that Tenant does not actually utilize all of the condenser water capacity reserved for Tenant’s use in the Premises during the first (1st) Lease Year, then Landlord may, in Landlord’s discretion, upon prior written notice to Tenant given within ninety (i.e. Subtenant shall have no obligation 90) days after the end of the first (1st) Lease Year, decrease Tenant’s capacity to pay any hourly charge for such usage.) The HVAC the number of tons of condenser water then actually used by Tenant, in which event the Annual Water Charge shall be paid monthly, without set-off, abatement, deduction or demand, on the first of each month during the Term (as the same prorated accordingly. The Annual Water Charge may be extended) increased annually in proportion to Landlord’s increased cost to furnish such additional condenser water to the Premises. Landlord shall notify Tenant of any increase in the amount Annual Water Charge which notice may be effected by means of $1,791.67 per monthan invoice, with HVAC Charges for it being understood that any partial month pro-rated on a per diem basis. Notwithstanding such notification may be retroactive to the incorporation of Article 71 date of the ▇▇▇▇▇▇▇▇▇ increase in this SubleaseLandlord’s cost to furnish condenser water to the Premises, Subtenant and Tenant shall have no obligation to pay the charges for HVAC set forth therein or elsewhere commence paying such increase in the ▇▇▇▇▇▇▇▇▇ and it is expressly agreed that Subtenant’s only obligation with respect to the fees for the supply Annual Water Charge within thirty (30) days after receipt of HVAC to the Sublease Premises is the payment of the HVAC Charges as provided in this Section 13. Notwithstanding anything to the contrary contained in this Sublease by virtue of incorporation of certain provisions of the ▇▇▇▇▇▇▇▇▇ herein, throughout the term of this Sublease, Sublandlord shall maintain the HVAC system at Sublandlord’s sole cost and expense, unless any such maintenance, repair or replacement results notice from Subtenant’s misuse or abuse of the HC equipment serving the Sublease Premises. Nothing contained in this Sublease whether stated expressly or incorporated herein shall be deemed to be an assumption by Subtenant of any obligation to maintain, repair or replace the HVAC system and equipmentLandlord.

HVAC. Sublandlord acknowledges that Subtenant may desire to make modifications or Alterations Relating to the HVAC system serving rooftop units servicing the Sublease Demised Premises or otherwise and notwithstanding anything to the Sublease Premises contrary set forth in accordance with the terms Article 8.0 of the ▇▇▇▇▇▇▇▇▇ in connection with the heating/cooling Original Lease, Landlord agrees to immediately replace up to four (4) of the Sublease existing rooftop units, but not less than two (2) (as mutually agreed upon by Landlord and Tenant). The costs for replacing these two (2) to four (4) units shall be shared equally between Landlord and Tenant (and Tenant shall pay Landlord Tenant’s share of the replacement costs within thirty (30) days of the day of submission by Landlord to Tenant of a statement for said costs). Thereafter, Landlord shall replace such additional existing HVAC rooftop units servicing the Demised Premises, including without limitation, if the use and/or installation of temporary or moveable heating/cooling equipment (collectively, the “HVAC Alterations”) . Subject cost to Subtenant’s compliance with the terms of this Sublease and the ▇▇▇▇▇▇▇▇▇ including, without limitation, the provisions concerning Alterations and Building systems and the requirement to submit plans for repair any such work unit is greater than 30% of the unit’s full replacement cost. The costs relating to Sublandlord any such replacement shall be borne equally between Landlord and Overlandlord Tenant (and Tenant shall pay Landlord Tenant’s share of the replacement costs within thirty (30) days of the day of submission by Landlord to Tenant of a statement for said costs). If Tenant exercises its Renewal Option and any of the prior written approval, Sublandlord shall provide Subtenant original eleven (11) units identified with a Base Rent credit for actual, out of pocket design costs an asterisk (*) on Exhibit B have not been replaced and hard costs (including, without limitationnow require replacement pursuant to the repair cost threshold described above, the cost of the purchase and installation of machinery or equipment) of such HVAC Alterations up to a maximum of $110,000. Such Base Rent credit replacement shall be provided to Subtenant in the month following Subtenant’s completion of such HVAC Alterations allocated between Landlord and Subtenant’s delivery of reasonable documentation of such costs andTenant as described above. Finally, to the extent applicable, fully executed, unconditional lien waivers from all contractors and vendors providing work or services for such HVAC Alterations. Sublandlord shall have no liability to Subtenant nor any obligation to provide any rent credit to Subtenant in the event Overlandlord fails Tenant exercises its Right of First Offer for any of the Offer Space, or if Tenant exercises its Renewal Option and any of the units fail which Tenant has already contributed towards its replacement or the unit is not identified with an asterisk (*) on Exhibit B, replacement costs shall be handled as follows: Landlord shall pay to consent replace said HVAC units at its sole expense but shall be entitled to such recover 1/15th of the cost plus an 8% interest factor from Tenant in a separate billing by Landlord to Tenant. This calculation uses a HVAC Alterationsunit useful life of 15 years to calculate Tenant’s pro rata share to be billed each subsequent year Tenant occupies the Demised Premises. Throughout the Term of this Sublease, Tenant and Landlord both agree that all HVAC service shall and maintenance issues will be available reported to the Sublease Premises on 24 hours per day, 7 days per week property management for their scheduling of repairs and 365 days per year. Subtenant shall pay Sublandlord $0.50 per annum per square foot of rentable area in the Sublease Premises for Subtenant’s use of overtime HVAC (the “HVAC Charge”) (i.e. Subtenant shall have no obligation to pay any hourly charge for such usage.) The HVAC Charge shall be paid monthly, without set-off, abatement, deduction or demand, on the first of each month during the Term (as the same may be extended) in the amount of $1,791.67 per month, with HVAC Charges for any partial month pro-rated on a per diem basis. Notwithstanding the incorporation of Article 71 of the ▇▇▇▇▇▇▇▇▇ in this Sublease, Subtenant shall have no obligation to pay the charges for HVAC set forth therein or elsewhere in the ▇▇▇▇▇▇▇▇▇ and it is expressly agreed that Subtenant’s only obligation with respect to the fees for the supply of HVAC to the Sublease Premises is the payment of the HVAC Charges as provided in this Section 13maintenance. Notwithstanding anything to the contrary contained in this Sublease by virtue of incorporation of certain provisions of the ▇▇▇▇▇▇▇▇▇ hereinOriginal Lease, throughout the term of this Sublease, Sublandlord Landlord shall repair and maintain the HVAC system at Sublandlord’s sole cost units serving the Demised Premises so as to maintain the same in good working order and expense, unless any such capable of meeting the temperature specifications set forth on Exhibit E attached to the Original Lease and Tenant shall have no responsibility for performing the maintenance, repair or replacement results from Subtenant’s misuse or abuse of the HC equipment HVAC units serving the Sublease Demised Premises. Nothing contained All such repairs and maintenance to the HVAC units will be billed by Landlord to Tenant in a separate billing to Tenant. In the event a repair exceeds the 30% threshold for replacement, Landlord will consult with Tenant for its approval to replace. Notwithstanding anything to the contrary in this Sublease whether stated expressly Section 9, prior to replacing any HVAC unit serving the Demised Premises, Landlord must obtain Tenant’s prior written approval. In determining the costs of any HVAC unit which are subject to reimbursement by Tenant hereunder, such costs shall only include those costs actually incurred by Landlord, without ▇▇▇▇-up, for procuring and installing such HVAC units and the cost of governmental permits and approvals in connection with the same and shall not include any other costs, such as management or incorporated herein supervision fees, elevator fees, dock fees, or utility costs. All replacement HVAC units shall be deemed new and of sufficient capacity to be an assumption by Subtenant of any obligation meet the temperature specifications set forth on Exhibit E attached to maintainthe Original Lease. Landlord shall install all HVAC units in a good, repair or replace the HVAC system workmanlike manner and equipmentin compliance with all applicable laws and regulations.

HVAC. Sublandlord acknowledges that Subtenant may desire to make modifications or Alterations Article 49 of the Lease is hereby deleted in its entirety and replaced with the following: “HVAC. For the entire Premises (subject to the last sentence of Section 8.1), excluding any vivarium or data centers (the “Landlord’s HVAC system Premises”), Landlord shall: (a) maintain and operate (except that, to the extent Tenant leases the entirety of the 735 Building, the 745 Building and/or the 755 Building, Tenant shall operate and control (with respect to such Building(s)), including managing set points and sequence of operations) the heating, ventilating and air conditioning systems (“HVAC”) in good working order; and (b) furnish HVAC as reasonably required (except as this Lease otherwise provides or as to any special requirements that arise from Tenant’s particular use of the Premises) for reasonably comfortable occupancy of the Premises twenty-four (24) hours a day, 365 or 366 days a year, provided Tenant complies with the next sentence, if applicable. To the extent Landlord operates and controls any HVAC systems serving the Sublease Premises, and if Tenant will require HVAC outside normal business hours of business days (as reasonably designated by Landlord) in Landlord’s HVAC Premises or otherwise (“Overtime HVAC”), Landlord shall be obligated to provide Overtime HVAC only if Tenant requests it by 4 p.m. on the Sublease immediately preceding business day. To the extent that Tenant occupies the Premises for laboratory purposes, Tenant directs Landlord to provide Overtime HVAC at all times outside normal business hours of business days (as reasonably designated by Landlord), pending further written notice from Tenant. For the avoidance of doubt, the immediately preceding sentence does not apply to any portion of the Premises in which Tenant operates and controls the HVAC systems. Tenant shall pay, as part of Tenant’s contribution to Operating Expenses in accordance with the terms CAM Pools, all of the ▇▇▇▇▇▇▇▇▇ in connection with the heating/cooling of the Sublease Premises, including without limitation, the use and/or installation of temporary or moveable heating/cooling equipment (collectively, the “HVAC Alterations”) . Subject to SubtenantLandlord’s compliance with the terms of this Sublease and the ▇▇▇▇▇▇▇▇▇ including, without limitation, the provisions concerning Alterations and Building systems and the requirement to submit plans for any such work to Sublandlord and Overlandlord for the prior written approval, Sublandlord shall provide Subtenant with a Base Rent credit for actual, out of pocket design costs and hard costs (including, without limitation, the actual total cost of the purchase providing HVAC and installation of machinery or equipment) of Overtime HVAC, as Landlord reasonably calculates such HVAC Alterations up to a maximum of $110,000. Such Base Rent credit shall be provided to Subtenant in the month following Subtenant’s completion of such HVAC Alterations and Subtenant’s delivery of reasonable documentation of such costs and, to the extent applicable, fully executed, unconditional lien waivers from all contractors and vendors providing work or services for such HVAC Alterations. Sublandlord shall have no liability to Subtenant nor any obligation to provide any rent credit to Subtenant in the event Overlandlord fails to consent to such HVAC Alterations. Throughout the Term of this Sublease, HVAC service shall be available to the Sublease Premises on 24 hours per day, 7 days per week and 365 days per year. Subtenant shall pay Sublandlord $0.50 per annum per square foot of rentable area in the Sublease Premises for Subtenant’s use of overtime HVAC (the “HVAC Charge”) (i.e. Subtenant shall have no obligation to pay any hourly charge for such usage.) The HVAC Charge shall be paid monthly, without set-off, abatement, deduction or demand, on the first of each month during the Term (as the same may be extended) in the amount of $1,791.67 per month, with HVAC Charges for any partial month pro-rated on a per diem basis. Notwithstanding the incorporation of Article 71 of the ▇▇▇▇▇▇▇▇▇ in this Sublease, Subtenant shall have no obligation to pay the charges for HVAC set forth therein or elsewhere in the ▇▇▇▇▇▇▇▇▇ and it is expressly agreed that Subtenant’s only obligation with respect to the fees for the supply of HVAC to the Sublease Premises is the payment of the HVAC Charges as provided in this Section 13actual total cost. Notwithstanding anything to the contrary contained in this Sublease by virtue Section, Landlord shall have no liability, and Tenant shall have no right or remedy, on account of incorporation of certain provisions of the ▇▇▇▇▇▇▇▇▇ hereinany interruption or impairment in HVAC services, throughout the term of this Sublease, Sublandlord shall maintain the HVAC system at Sublandlord’s sole cost and expense, unless provided that Landlord diligently uses commercially reasonable efforts to cure any such maintenanceinterruption or impairment as quickly as reasonably possible. Any right to operate and control HVAC is personal to the initial Tenant under this Lease and shall not be assigned or otherwise transferred to any other tenant, repair subtenant or replacement results from Subtenant’s misuse or abuse of the HC equipment serving the Sublease Premises. Nothing contained in this Sublease whether stated expressly or incorporated herein shall be deemed to be an assumption by Subtenant of any obligation to maintain, repair or replace the HVAC system and equipmentother transferee.”

HVAC. Sublandlord acknowledges that Subtenant may desire If Tenant elects to make modifications or Alterations to the HVAC system serving the Sublease Premises or otherwise to the Sublease Premises in accordance with the terms of the ▇▇▇▇▇▇▇▇▇ in connection with the heating/cooling of the Sublease Premises, including without limitation, the use and/or installation of temporary or moveable heating/cooling equipment (collectively, the “HVAC Alterations”) . Subject to Subtenant’s compliance with the terms of this Sublease and the ▇▇▇▇▇▇▇▇▇ including, without limitation, the provisions concerning Alterations and Building systems and the requirement to submit plans for any such work to Sublandlord and Overlandlord for the prior written approval, Sublandlord shall provide Subtenant with a Base Rent credit for actual, out of pocket design costs and hard costs (including, without limitation, the cost of the purchase and installation of machinery or equipment) of such HVAC Alterations up to a maximum of $110,000. Such Base Rent credit shall be provided to Subtenant in the month following Subtenant’s completion of such HVAC Alterations and Subtenant’s delivery of reasonable documentation of such costs and, to the extent applicable, fully executed, unconditional lien waivers from all contractors and vendors providing work or services for such HVAC Alterations. Sublandlord shall have no liability to Subtenant nor any obligation to provide any rent credit to Subtenant in the event Overlandlord fails to consent to such HVAC Alterations. Throughout the Term of this Sublease, HVAC service shall be available to the Sublease Premises on 24 hours per day, 7 days per week and 365 days per year. Subtenant shall pay Sublandlord $0.50 per annum per square foot of rentable area in the Sublease Premises for Subtenant’s use of overtime HVAC (the “HVAC Charge”) (i.e. Subtenant shall have no obligation to pay any hourly charge for such usage.) The HVAC Charge shall be paid monthly, without set-off, abatement, deduction or demand, on the first of each month during the Term (as the same may be extended) in the amount of $1,791.67 per month, with HVAC Charges for any partial month pro-rated on a per diem basis. Notwithstanding the incorporation of Article 71 of the ▇▇▇▇▇▇▇▇▇ in this Sublease, Subtenant shall have no obligation to pay the charges contract for HVAC set forth therein or elsewhere in the ▇▇▇▇▇▇▇▇▇ and it is expressly agreed that Subtenant’s only obligation with respect to the fees for the supply of HVAC to the Sublease Premises is the payment of the HVAC Charges as provided in this Section 13. Notwithstanding anything to the contrary contained in this Sublease by virtue of incorporation of certain provisions of the ▇▇▇▇▇▇▇▇▇ hereinmaintenance, throughout the term of this SubleaseTenant shall, Sublandlord shall maintain the HVAC system at Sublandlord’s Tenant's sole cost and expense, unless any such maintenanceand using vendor(s) reasonably acceptable to Landlord, repair or replacement results from Subtenant’s misuse or abuse maintain a contract (the "Maintenance Contract") providing for inspection of the HC equipment serving the Sublease Premises. Nothing contained in this Sublease whether stated expressly or incorporated herein shall be deemed to be an assumption by Subtenant of any obligation to maintain, repair or replace the HVAC system at least four times per year, and equipmentincluding without limitation periodic changing of any and all filters, changing of belts, lubricating of equipment and maintenance of operating levels of freon in accordance with manufacturers specifications. Tenant shall deliver a copy of the Maintenance Contract to Landlord annually. Tenant shall also, at its sole cost and expense, pay for all repairs and replacements to the HVAC system not covered by the Maintenance Contract. If Tenant fails to maintain the Maintenance Contract or to perform repairs or maintenance required pursuant to this Lease, and if Tenant fails to cure such failure within the period ("Cure Period") which is ten (10) days after written notice from Landlord (provided however, that the Cure Period shall be such longer period as Tenant may reasonably require to cure such failure so long as Tenant commences to cure such failure within such ten (10) day period and diligently prosecutes such cure to completion), Landlord is not obligated to but may, at its sole option, obtain such Maintenance Contract and/or make such repairs and perform such maintenance to the HVAC system as Landlord, in its bona fide business judgment, determines to be necessary, in which event the Tenant shall repay the reasonable cost thereof to Landlord within thirty (30) days after demand. Further, if Tenant fails to perform any of the foregoing services within the Cure Period, Landlord shall have the right if Tenant fails to perform any of the foregoing services (in order to insure uniform cleaning, maintenance of the HVAC system, preservation of the Project and systematic and orderly refuse disposal) at its option to provide said services for a reasonable fee to be paid by Tenant as Additional Rent. If Tenant incurs any expenses to replace portions of the HVAC system during the two years prior to the Lease Expiration Date (as extended in the event that Tenant exercises one or more Options to Extend), provided that Tenant gives Landlord written notice of the nature, date and cost of such replacements prior to completing said replacements, then the cost of such replacements shall be amortized over the period determined by Landlord in conformity with generally accepted accounting principles or income tax accounting principles pursuant to Internal Revenue Code and upon expiration of the term of the Lease, provided that Tenant or any Affiliate of Tenant or transferee pursuant to a Permitted Transfer does not acquire title to the Premises on or within thirty days after the Lease Expiration Date, Landlord shall reimburse Tenant for the unamortized cost of such replacements, minus any sums owed by Tenant to Landlord, within thirty days after the Lease Expiration Date.

HVAC. Sublandlord acknowledges that Subtenant may desire Landlord agrees to make modifications or Alterations upgrade the Property's existing heating, ventilating and air conditioning system (the "HVAC System") by (i) replacing two of the existing three chillers with new 150 ton chillers, (ii) modifying the air handlers and pumps, and (iii) performing certain work relating to the HVAC system serving System, as more particularly set forth in Exhibit "B", attached hereto and incorporated herein by this reference, the Sublease Premises or otherwise report dated April 2, 1996 by Consultant Resource Services, Inc. (all such work hereinafter referred to as the Sublease Premises in accordance with the terms of the ▇▇▇▇▇"HVAC Retrofit"). Land▇▇▇▇ in connection with the heating/cooling of the Sublease Premises, including without limitation, the use and/or installation of temporary or moveable heating/cooling equipment (collectively, the “HVAC Alterations”) . Subject to Subtenant’s compliance with the terms of this Sublease and the ▇▇▇▇▇▇▇▇▇ includingees to have the HVAC Retrofit substantially completed on or before the Completion Date. The costs of performing the HVAC Retrofit shall be paid by Landlord, without limitationsubject to the following: (A) Landlord shall apply for and take all steps necessary to obtain a rebate (the "Rebate") from San Diego Gas and Electric Company with respect to the HVAC Retrofit and such Rebate, the provisions concerning Alterations and Building systems and the requirement if granted, shall be credited to submit plans for any such work to Sublandlord and Overlandlord for the prior written approval, Sublandlord shall provide Subtenant with a Base Rent credit for actual, out of pocket design costs and hard costs (including, without limitation, the cost of the purchase HVAC Retrofit, and installation (B) if the Net HVAC Cost (as defined below) is greater that $200,000 (the amount by which the Net HVAC Costs exceeds $200,000 is referred to herein as the "Excess"), then upon substantial completion of machinery or equipment) of such the HVAC Alterations up to a maximum of $110,000. Such Retrofit, the Base Rent credit for each year shall be provided increased by an amount equal to Subtenant in the month following Subtenant’s completion of such HVAC Alterations and Subtenant’s delivery of reasonable documentation of such costs and, to the extent applicable, fully executed, unconditional lien waivers from all contractors and vendors providing work or services for such HVAC Alterations. Sublandlord shall have no liability to Subtenant nor any obligation to provide any rent credit to Subtenant in the event Overlandlord fails to consent to such HVAC Alterations. Throughout the Term of this Sublease, HVAC service shall be available to the Sublease Premises on 24 hours per day, 7 days per week and 365 days per year. Subtenant shall pay Sublandlord $0.50 15,872 per annum per square foot for each $100,000 of rentable area in Excess, or fraction thereof, over the Sublease Premises for Subtenant’s use remaining Lease Term. The term "Net HVAC Costs" means Landlord's actual costs of overtime performing the HVAC (the “HVAC Charge”) (i.e. Subtenant shall have no obligation to pay any hourly charge for such usage.) The HVAC Charge shall be paid monthly, without set-off, abatement, deduction or demand, on the first of each month during the Term (as the same may be extended) in Retrofit reduced by the amount of $1,791.67 per monththe Rebate, if any. Landlord shall have the right to select the contractor or contractors to perform the HVAC Retrofit. The HVAC Retrofit shall be performed in a manner that will not unreasonably interfere with HVAC Charges for any partial month pro-rated on a per diem basis. Notwithstanding the incorporation of Article 71 of the Tena▇▇'▇ ▇▇▇▇▇▇▇ in this Subleaseusiness operations, Subtenant shall have no obligation provided that Tenant expressly grants to pay Landlord the charges for right to perform the HVAC set forth therein or elsewhere in the ▇▇▇▇▇▇▇▇▇ and it is expressly agreed that Subtenant’s only obligation with respect to the fees for the supply of HVAC to the Sublease Premises is the payment Retrofit during normal business hours. Upon completion of the HVAC Charges as provided in this Section 13. Notwithstanding anything to the contrary contained in this Sublease by virtue of incorporation of certain provisions Retrofit, Tenant shall be responsible for maintenance and repair of the ▇▇▇▇▇▇▇▇▇ herein, throughout the term of this Sublease, Sublandlord shall maintain the HVAC system at Sublandlord’s sole cost and expense, unless any such maintenance, repair or replacement results from Subtenant’s misuse or abuse System in accordance with Section 6.03 of the HC equipment serving the Sublease Premises. Nothing contained in this Sublease whether stated expressly or incorporated herein shall be deemed to be an assumption by Subtenant of any obligation to maintain, repair or replace the HVAC system and equipmentLease.

HVAC. Sublandlord acknowledges that If Subtenant may desire desires to make modifications or Alterations to utilize HVAC outside of the standard HVAC system serving hours described in the Sublease Premises or otherwise to the Sublease Premises Master Lease, Subtenant shall notify Landlord directly of such request in accordance with the terms and provisions of the ▇▇▇▇▇▇▇▇▇ in connection with the heating/cooling of the Sublease Premises, including without limitation, the use and/or installation of temporary or moveable heating/cooling equipment (collectively, the “HVAC Alterations”) . Subject to Subtenant’s compliance with the terms of this Sublease and the ▇▇▇▇▇▇▇▇▇ including, without limitation, the provisions concerning Alterations and Building systems and the requirement to submit plans for any such work to Sublandlord and Overlandlord for the prior written approval, Sublandlord shall provide Subtenant with a Base Rent credit for actual, out of pocket design costs and hard costs (including, without limitation, the cost of the purchase and installation of machinery or equipment) of such HVAC Alterations up to a maximum of $110,000. Such Base Rent credit shall be provided to Subtenant in the month following Subtenant’s completion of such HVAC Alterations and Subtenant’s delivery of reasonable documentation of such costs and, to the extent applicable, fully executed, unconditional lien waivers from all contractors and vendors providing work or services for such HVAC Alterations. Sublandlord shall have no liability to Subtenant nor any obligation to provide any rent credit to Subtenant in the event Overlandlord fails to consent to such HVAC Alterations. Throughout the Term of this Sublease, HVAC service shall be available to the Sublease Premises on 24 hours per day, 7 days per week and 365 days per yearMaster Lease. Subtenant shall pay Sublandlord $0.50 per annum per square foot of rentable area in the Sublease Premises for Subtenant’s use of overtime HVAC (the “HVAC Charge”) (i.e. Subtenant shall have no obligation to pay any hourly charge for such usage.) The after-hours HVAC Charge shall be paid monthly, without setservice at the rate that Landlord charges for such service in accordance with the Master Lease. Sublandlord will endeavor to establish a direct billing relationship between Landlord and Subtenant with respect to after-off, abatement, deduction or demand, on the first of each month during the Term (as the same may be extended) in the amount of $1,791.67 per month, with hours HVAC Charges services. If Master Landlord bills Subtenant directly for any partial month pro-rated on a per diem basis. Notwithstanding the incorporation of Article 71 of the ▇▇▇▇▇▇▇▇▇ in this Subleasesuch after‑hours HVAC, Subtenant shall have no obligation pay such bill to pay Master Landlord in accordance with the charges for HVAC set forth therein or elsewhere in the ▇▇▇▇▇▇▇▇▇ terms and it is expressly agreed that Subtenant’s only obligation with respect to the fees for the supply of HVAC to the Sublease Premises is the payment of the HVAC Charges as provided in this Section 13. Notwithstanding anything to the contrary contained in this Sublease by virtue of incorporation of certain provisions of the ▇▇▇▇▇▇▇▇▇ hereinMaster Lease. As a matter of information, throughout Building HVAC hours are currently 8:00 am through 8:00 pm, Monday - Friday; however, the term foregoing hours are not being guaranteed by Sublandlord. Subtenant shall reimburse Sublandlord for all actual condenser water charges attributable to the Subleased Premises, including any amounts associated with supplemental HVAC units that service the Subleased Premises , within thirty (30) days of this Subleaseinvoice. If Landlord invoices Subtenant directly for such condenser water usage, Sublandlord Subtenant shall maintain pay such invoiced amount directly to Landlord in accordance with Landlord’s requirements. Any unpaid amounts shall constitute Additional Rent as defined below. For informational purposes, the current OMM_US:76369748.8 charge imposed by Landlord for condensed water on the 37th floor is $5,777.40 per year, or $481.45 per month. The Subleased Premises contains the following supplemental HVAC system at Sublandlord’s sole cost and expense, unless any such maintenance, repair or replacement results from Subtenant’s misuse or abuse units: (i) two (2) conference rooms on the east side of the HC equipment serving Subleased Premsies with a three (3) ton unit each, (ii) one (1) conference room on the Sublease Premisesnorth side of the Subleased Premisies with a three (3) ton unit and (iii) an IT room on the north side of the Subleased Premises with a five (5) ton unit. Nothing contained in this Sublease whether stated expressly or incorporated herein shall be deemed to be an assumption by Subtenant of any obligation to maintain, repair or replace the HVAC system and equipment.

HVAC. Sublandlord acknowledges Tenant, at its own cost and expense, shall enter into a regularly scheduled preventive maintenance/service contract with a maintenance contractor approved by Landlord for servicing all hot water, heating and air conditioning systems and equipment within the Premises (the “Premises HVAC”). Provided that Subtenant may desire Tenant enters into the preventative maintenance agreement described below serving the Premises HVAC in form and substance satisfactory to make modifications Landlord, Tenant shall be responsible for only the first $1,500.00 per each occurrence of repair or Alterations replacement of any portion of the Premises HVAC (except to the HVAC system serving the Sublease Premises extent repair or otherwise to the Sublease Premises replacement is necessitated by Tenant’s negligence or willful misconduct in accordance which case Tenant shall be responsible for all costs) with the terms remaining cost of such repair or replacement being borne by Landlord. The service contract must include all services suggested by the equipment manufacturer in its operations/maintenance manual and must become effective and a copy thereof delivered to Landlord within thirty (30) days of the date Tenant takes possession of the Premises. The service contract must become effective within thirty (30) days of the date of T▇▇▇▇▇▇▇▇▇ in connection with the heating/cooling ’s occupancy of the Sublease Premises, including without limitation, the use and/or installation of temporary or moveable heating/cooling equipment (collectively, the “HVAC Alterations”) . Subject to Subtenant’s compliance with the terms of this Sublease Premises and the ▇▇▇▇▇▇▇▇▇ including, without limitation, the provisions concerning Alterations and Building systems and the requirement to submit plans for any such work to Sublandlord and Overlandlord for the prior written approval, Sublandlord shall provide Subtenant with must be performed on at least a Base Rent credit for actual, out of pocket design costs and hard costs (including, without limitation, the cost of the purchase and installation of machinery or equipment) of such HVAC Alterations up to a maximum of $110,000. Such Base Rent credit shall be provided to Subtenant in the month following Subtenant’s completion of such HVAC Alterations and Subtenant’s delivery of reasonable documentation of such costs and, to the extent applicable, fully executed, unconditional lien waivers from all contractors and vendors providing work or services for such HVAC Alterations. Sublandlord shall have no liability to Subtenant nor any obligation to provide any rent credit to Subtenant in the event Overlandlord fails to consent to such HVAC Alterations. Throughout the Term of this Sublease, HVAC service shall be available to the Sublease Premises on 24 hours per day, 7 days per week and 365 days per year. Subtenant shall pay Sublandlord $0.50 per annum per square foot of rentable area in the Sublease Premises for Subtenant’s use of overtime HVAC (the “HVAC Charge”) (i.e. Subtenant shall have no obligation to pay any hourly charge for such usage.) The HVAC Charge shall be paid monthly, without set-off, abatement, deduction or demand, on the first of each month during the Term (as the same may be extended) in the amount of $1,791.67 per month, with HVAC Charges for any partial month pro-rated on a per diem quarterly basis. Notwithstanding the incorporation of Article 71 of the ▇▇▇▇▇▇▇▇▇ The following items must be included in this SubleaseTenant’s maintenance contract: Multi-Tenant Lease – PLx Pharma Inc. 1. Adjust belt tension; 2. Lubricate all moving parts, Subtenant shall have no obligation to pay the charges as necessary; 3. Inspect and adjust all temperature and safety controls; 4. Check refrigeration system for HVAC set forth therein or elsewhere in the ▇▇▇▇▇▇▇▇▇ leaks and it is expressly agreed that Subtenant’s only obligation with respect to the fees operation; 5. Check refrigeration system for the supply of HVAC to the Sublease Premises is the payment of the HVAC Charges as provided in this Section 13moisture; 6. Notwithstanding anything to the contrary contained in this Sublease by virtue of incorporation of certain provisions of the ▇▇▇▇▇▇▇▇▇ hereinInspect compressor oil level and crank heaters; 7. Inspect air filters and replace when necessary; 8. Check space conditions; 9. Check condensate drains and drain pans and clean, throughout the term of this Sublease, Sublandlord shall maintain the HVAC system at Sublandlord’s sole cost if necessary; 10. Inspect and expense, unless any such maintenance, repair or replacement results from Subtenant’s misuse or abuse of the HC equipment serving the Sublease Premisesadjust all valves; 11. Nothing contained in this Sublease whether stated expressly or incorporated herein shall be deemed to be an assumption by Subtenant of any obligation to maintain, repair or replace the HVAC system Check and equipment.adjust dampers;

HVAC. Sublandlord acknowledges that Subtenant may desire to make modifications (a) Landlord shall select the company or Alterations to the companies providing such utility and other services described in this subparagraph. HVAC system serving the Sublease Premises or otherwise to the Sublease Premises will be provided in accordance a manner consistent with the terms of the ▇▇▇▇▇▇▇▇▇ class A office buildings in connection with the heating/cooling of the Sublease PremisesJersey City, including without limitationNew Jersey, the use and/or installation of temporary or moveable heating/cooling equipment (collectively, the “HVAC Alterations”) . Subject to Subtenant’s compliance with the terms during Building Standard Hours specified in Section 5.4 of this Sublease Lease. Base building HVAC shall be capable of meeting ASHRAE standards of normal office use. If Tenant desires HVAC service other than during Building Standard Hours (“Overtime HVAC”), Tenant shall make advance arrangements with Landlord and the ▇▇▇▇▇▇▇▇▇ including, without limitation, the provisions concerning Alterations and Building systems and the requirement to submit plans for any such work to Sublandlord and Overlandlord for the prior written approval, Sublandlord shall provide Subtenant with a Base Rent credit for actual, out of pocket design costs and hard costs (including, without limitation, the cost of the purchase and installation of machinery or equipment) of such Overtime HVAC Alterations up to a maximum of $110,000. Such Base Rent credit shall be provided by Landlord to Subtenant in Tenant, provided that Tenant shall pay for its use of the month following SubtenantOvertime HVAC as additional rent, at a rate of One Hundred Fifty Dollars ($150.00) per hour, subject to Building standard increases at Landlord’s completion discretion. (b) Heat shall be supplied by electric base board, controlled by the Building Management System (“BMS”), continuously calculating outside and inside air temperatures. Each floor of such HVAC Alterations the Building shall have an air-conditioning unit with a capacity of 60-85 tons and Subtenanta variable air volume box distribution system, with a total capacity of 4,500 tons for the Building. (c) At Tenant’s delivery of reasonable documentation of such costs andprior written request, Landlord shall provide continuous condenser water to Tenant for Tenant’s additional cooling. If Landlord provides condenser water to Tenant pursuant to the extent applicablepreceding sentence, fully executedthen commencing on the date Landlord commences providing such condenser water to Tenant, unconditional lien waivers from all contractors and vendors providing work or services Tenant shall pay for such HVAC Alterations. Sublandlord shall have no liability condenser water, as additional rent, at a rate of Six Hundred Fifty Dollars ($650.00) per ton per year at the full capacity of condenser water, subject to Subtenant nor any obligation to provide any rent credit to Subtenant in the event Overlandlord fails to consent to such HVAC Alterations. Throughout the Term of this Sublease, HVAC service shall be available to the Sublease Premises on 24 hours per day, 7 days per week and 365 days per year. Subtenant shall pay Sublandlord $0.50 per annum per square foot of rentable area in the Sublease Premises for Subtenantannual Building standard increases at Landlord’s use of overtime HVAC discretion (the “HVAC Annual Water Charge”). If Landlord determines, in its reasonable discretion, that Tenant does not actually utilize all of the condenser water capacity reserved for Tenant’s use in the Premises during the first (15) Lease Year, then Landlord may, in Landlord’s discretion, upon prior written notice to Tenant given within ninety (i.e. Subtenant shall have no obligation 90) days after the end of the first (1st) Lease Year, decrease Tenant’s capacity to pay any hourly charge for such usage.) The HVAC the number of tons of condenser water then actually used by Tenant, in which event the Annual Water Charge shall be paid monthly, without set-off, abatement, deduction or demand, on the first of each month during the Term (as the same prorated accordingly. The Annual Water Charge may be extended) increased annually in proportion to Landlord’s increased cost to furnish such additional condenser water to the Premises. Landlord shall notify Tenant of any increase in the amount Annual Water Charge which notice may be effected by means of $1,791.67 per monthan invoice, with HVAC Charges for it being understood that any partial month pro-rated on a per diem basis. Notwithstanding such notification may be retroactive to the incorporation of Article 71 date of the ▇▇▇▇▇▇▇▇▇ increase in this SubleaseLandlord’s cost to furnish condenser water to the Premises, Subtenant and Tenant shall have no obligation to pay the charges for HVAC set forth therein or elsewhere commence paying such increase in the ▇▇▇▇▇▇▇▇▇ and it is expressly agreed that Subtenant’s only obligation with respect to the fees for the supply Annual Water Charge within thirty (30) days after receipt of HVAC to the Sublease Premises is the payment of the HVAC Charges as provided in this Section 13. Notwithstanding anything to the contrary contained in this Sublease by virtue of incorporation of certain provisions of the ▇▇▇▇▇▇▇▇▇ herein, throughout the term of this Sublease, Sublandlord shall maintain the HVAC system at Sublandlord’s sole cost and expense, unless any such maintenance, repair or replacement results notice from Subtenant’s misuse or abuse of the HC equipment serving the Sublease Premises. Nothing contained in this Sublease whether stated expressly or incorporated herein shall be deemed to be an assumption by Subtenant of any obligation to maintain, repair or replace the HVAC system and equipmentLandlord.

HVAC. Sublandlord acknowledges that Subtenant may desire (i) Landlord shall, subject to make modifications or Alterations energy conservation requirements of governmental authorities, supply heating, ventilation, and air conditioning to the Premises from 8:00 AM to 6:00 PM on business days. Landlord will, when and to the extent reasonably requested by Tenant, furnish additional air conditioning and ventilation services and Tenant will pay Landlord's Building standard charge therefor. The Building standard heating ventilation and air conditioning system (the "HVAC system") is designed to meet the following specifications: Winter Design 72 degrees Fahrenheit (ASHRAE (1985) - inside when no less than 11 degrees Fahrenheit outside; humidity control so as not to cause condensation on the inside of the windows. Summer Design 74 degrees Fahrenheit and (ASHRAE (1985) - 50% relative humidity inside when no more than 86 degrees Fahrenheit outside air temperature. During the hours set forth above on business days (and during any other hours when the same is provided at Tenant's request and expense pursuant to this Section 8(B)), the HVAC system serving will supply outside air at no less than 0.133 CFM per rentable square foot of space in the Sublease Premises or otherwise to Premises. Temperature performance measured 2 feet from inside mullion and 5 feet above floor. Notwithstanding the Sublease Premises in accordance with foregoing provisions of this Section 8B, Landlord shall not be responsible if the terms normal operation of the ▇▇▇▇▇▇HVAC system shall fail to provide air at reasonable temperatures, pressures or degrees of humidity or in reasonable volumes or velocities in any portion of the Premises (i) which shall have an electrical load in excess of 4.5 watt▇ ▇▇▇ usable square foot of Premises area for all purposes (including lighting and power), or which shall have a human occupancy factor in connection excess of one (1) person per one hundred twenty-five (125) usable square feet of Premises area, or (ii) because of any arrangement of partitioning or other improvements made or performed by or on behalf of Tenant or any person claiming through or under Tenant. Whenever such HVAC system is in operation, Tenant agrees to draw the blinds or other window coverings. Tenant shall cooperate fully with Landlord at all times and abide by all regulations and requirements which Landlord may reasonably prescribe for the proper functioning and protection of the heating/cooling , air conditioning and ventilation system. Landlord shall maintain in good working order the HVAC (ii) Landlord and Tenant acknowledge that there is a three (3) ton supplemental HVAC unit located on the twenty-first (21st) floor which services a portion of the Sublease Premises, including without limitation, the use and/or installation of temporary or moveable heating/cooling equipment (collectively, the “HVAC Alterations”) . Subject to Subtenant’s compliance with the terms of this Sublease and the ▇▇▇▇▇▇▇▇▇ including, without limitation, the provisions concerning Alterations and Building systems and the requirement to submit plans for any such work to Sublandlord and Overlandlord for the prior written approval, Sublandlord shall provide Subtenant with a Base Rent credit for actual, out of pocket design costs and hard costs (including, without limitation, the cost 21st floor portion of the purchase and installation of machinery or equipment) of Premises. Tenant shall be obligated to pay Landlord, as Additional Rent, for condenser water for such HVAC Alterations up to a maximum unit at the rate of $110,000. Such Base Rent credit shall be provided to Subtenant in the month following Subtenant’s completion of such HVAC Alterations and Subtenant’s delivery of reasonable documentation of such costs and, to the extent applicable, fully executed, unconditional lien waivers from all contractors and vendors providing work or services for such HVAC Alterations. Sublandlord shall have no liability to Subtenant nor any obligation to provide any rent credit to Subtenant in the event Overlandlord fails to consent to such HVAC Alterations. Throughout the Term of this Sublease, HVAC service shall be available to the Sublease Premises on 24 hours 500 per day, 7 days per week and 365 days ton per year. Subtenant shall pay Sublandlord $0.50 per annum per square foot of rentable area in the Sublease Premises for Subtenant’s use of overtime HVAC (the “HVAC Charge”) (i.e. Subtenant shall have no obligation to pay any hourly charge for such usage.) The HVAC Charge Such payment shall be paid monthly, without set-off, abatement, deduction or demand, payable on an annual basis within ten (10) days from written demand thereof. The above charges are subject to increase from time to time during the term of the Lease in direct proportion to increase(s) in costs incurred by Landlord attributable thereto. Landlord represents and warrants that such unit shall be in good working order on the first of each month during Commencement Date. Tenant shall, at its sole cost and expense, maintain the Term (as the same may be extended) unit in the amount of $1,791.67 per month, with HVAC Charges for any partial month pro-rated on a per diem basis. Notwithstanding the incorporation of Article 71 of the ▇▇▇▇▇▇▇▇▇ in this Sublease, Subtenant shall have no obligation to pay the charges for HVAC set forth therein or elsewhere in the ▇▇▇▇▇▇▇▇▇ good order and it is expressly agreed that Subtenant’s only obligation with respect to the fees for the supply of HVAC to the Sublease Premises is the payment of the HVAC Charges as provided in this Section 13. Notwithstanding anything to the contrary contained in this Sublease by virtue of incorporation of certain provisions of the ▇▇▇▇▇▇▇▇▇ herein, repair throughout the term of this SubleaseLease. Such maintenance obligations shall be performed throughout the term of this Lease, Sublandlord shall maintain the HVAC system on Tenant's behalf by a reputable air conditioning maintenance company engaged by Tenant at Sublandlord’s sole cost and its expense, unless any and first approved by Landlord. In the event Tenant shall fail to engage an air conditioning maintenance company as aforesaid, Landlord may (but shall not be obligated to) perform such maintenancemaintenance and/or engage an air conditioning maintenance company at Tenant's expense to perform the aforesaid maintenance to the unit, repair or replacement results and Tenant shall pay on demand as Additional Rent hereunder all expenses incurred by Landlord in connection therewith. Notwithstanding the foregoing, provided Tenant has fulfilled all of its obligations with regard to obtaining a maintenance contract in connection with the unit as set forth in this paragraph and to the extent the need for the same shall not have resulted from Subtenant’s Tenant's misuse or abuse of the HC equipment serving unit or Tenant's negligence, if it becomes necessary to replace the Sublease Premises. Nothing contained in this Sublease whether stated expressly or incorporated herein unit during the Term, Landlord shall be deemed responsible therefore and Tenant shall pay Landlord annually as additional rent during the balance of the Term an amount equal to what the annual amortization of such cost would be an assumption by Subtenant if it was capitalized and amortized on a straight-line basis over the useful life of any obligation to maintainthe unit; otherwise, repair Tenant shall be responsible for such replacement at its expense. Tenant shall surrender the unit in good working order on the expiration or replace the HVAC system and equipmentsooner termination of this Lease.

HVAC. Sublandlord acknowledges that Subtenant may desire to make modifications or Alterations to In accordance with the HVAC “Base Building” definition as provided in Section 1 of the Work Letter, the Building shall be equipped with a heating and air conditioning (“HVAC”) system serving the Sublease Premises or otherwise (the “BB HVAC System”). Subject to limitations imposed by all governmental rules, regulations and guidelines applicable thereto, Landlord shall provide BB HVAC System service during the “HVAC System Hours” (defined below). Landlord will operate the BB HVAC System for the benefit of the Premises the hours of 8:00 A.M. to 6:00 P.M. on Monday through Friday (the “HVAC System Hours”). Tenant shall cooperate fully with Landlord at all times and abide by all regulations and requirements that Landlord may reasonably prescribe for the proper functioning and protection of the BB HVAC System. If Tenant requires after-hours operation of the BB HVAC System (“Excess Hours”) and Tenant gives Landlord at least twenty-four (24) hours advance notice on a business day, then Landlord shall supply such HVAC to Tenant at Landlord’s actual cost (which shall be treated as Additional Rent, but not as an Operating Expense) on a zone-by-zone basis, including the cost of increased depreciation on the BB HVAC System, but excluding the cost of electricity to the Sublease Premises in accordance with the terms of the extent already paid for directly by ▇▇▇▇▇▇▇▇▇ in connection with , but including the heating/cooling of the Sublease Premiseselectrical costs specified as follows; provided, including without limitationhowever, the use and/or installation of temporary or moveable heating/cooling equipment if Tenant gives Landlord less than twenty-four (collectively24) hours advance notice, the “HVAC Alterations”) . Subject Landlord will nevertheless endeavor to Subtenant’s compliance with the terms of this Sublease and the accommodate ▇▇▇▇▇▇▇▇▇ including, without limitation, ’s request so long as such shorter notice is given on a business day. Landlord shall reasonably and equitably allocate the provisions concerning Alterations and Building systems and the requirement to submit plans for any such work to Sublandlord and Overlandlord for the prior written approval, Sublandlord shall provide Subtenant with a Base Rent credit for actual, out of pocket design costs and hard costs (including, without limitation, the cost portion of the purchase and installation electrical costs of machinery or equipment) of such the BB HVAC Alterations up System attributable to a maximum of $110,000. Such Base Rent credit shall be provided to Subtenant in the month following Subtenant’s completion of such HVAC Alterations and Subtenant’s delivery of reasonable documentation of such costs and, to the extent applicable, fully executed, unconditional lien waivers from all contractors and vendors providing work or services for such HVAC Alterations. Sublandlord shall have no liability to Subtenant nor any obligation to provide any rent credit to Subtenant in the event Overlandlord fails to consent to such HVAC Alterations. Throughout the Term of this Sublease, HVAC service shall be available to the Sublease Premises on 24 hours per day, 7 days per week and 365 days per year. Subtenant shall pay Sublandlord $0.50 per annum per square foot of rentable area in the Sublease Premises for SubtenantTenant’s use of overtime the BB HVAC System for the Excess Hours to Tenant, and Tenant shall pay for the costs of such use along with the increased depreciation as set forth above, within thirty (30) days after demand, and as Additional Rent under this Lease (and not as part of the Operating Expenses) (the “Extra HVAC ChargeCosts”) (i.e. Subtenant shall have no obligation to pay any hourly charge for such usage.) The HVAC Charge shall be paid monthly, without set-off, abatement, deduction or demand, on the first of each month during the Term (as the same may be extended) in the amount of $1,791.67 per month, with HVAC Charges for any partial month pro-rated on a per diem basis. Notwithstanding the incorporation of Article 71 of the ▇▇▇▇▇▇▇▇▇ in this Sublease, Subtenant shall have no obligation to pay the charges for HVAC set forth therein or elsewhere in the ▇▇▇▇▇▇▇▇▇ and it is expressly agreed that Subtenant’s only obligation with respect to the fees for the supply of HVAC to the Sublease Premises is the payment of the HVAC Charges as provided in this Section 13). Notwithstanding anything to the contrary contained in this Sublease by virtue of incorporation of certain provisions the foregoing, the HVAC Systems Hours shall not be applicable to the lab portions of the ▇▇▇▇▇▇▇▇▇ hereinPremises (located on floors 10, throughout 11 and 12); instead, Landlord shall operate the term of this SubleaseBB HVAC System as to the lab floors on a twenty-four (24) hours per day basis, Sublandlord and Tenant shall maintain have the ability from within the Premises to access thermostats for controlling the temperature settings for the HVAC system at Sublandlord’s sole cost and expense, unless any such maintenance, repair or replacement results from Subtenant’s misuse or abuse serving the lab floors of the HC Premises (it being understood that Tenant needs to operate the HVAC, and all other rooftop equipment exclusively serving the Sublease Premises. Nothing contained in this Sublease whether stated expressly or incorporated herein lab floors, outside of Building Hours and will run HVAC, and all other rooftop equipment exclusively serving the lab floors, 24 hours per day), and Tenant shall be deemed to be an assumption by Subtenant of any obligation to maintain, repair or replace liable for the Extra HVAC system and equipmentCosts.