Common use of Landlord Repairs Clause in Contracts

Landlord Repairs. Landlord, as an Expense, shall repair, replace when necessary (as reasonably determined by Landlord) and maintain in good repair the exterior of the Building (including exterior doors), parking, landscaping, exterior lighting, roof membrane, roof covering and all other Common Areas of the Project, including HVAC, plumbing, fire sprinklers, elevators, fire safety equipment, sewer and septic systems, the Emergency Generator and all other building systems serving the Premises and other portions of the Project (“Building Systems”), uninsured losses and damages caused by Tenant, or by any of Tenant’s Agents excluded. Landlord, at Landlord’s sole cost without right of reimbursement from Tenant, shall repair, replace when necessary (as reasonably determined by Landlord) and maintain the structural portions of the roof (specifically excluding the roof membrane and the roof covering, the repair and/or replacement of which shall be treated as an Expense), the foundation, footings, floor slab and load-bearing walls and exterior walls of the Building (excluding any glass and any routine maintenance, including, without limitation, any painting, sealing, patching and waterproofing of such walls, repair, the maintenance of which shall be treated as an Expense), uninsured losses and damages caused by Tenant or Tenant’s Agents excluded. Any losses and damages caused by Tenant or any Tenant Agent shall be repaired by Landlord, to the extent not covered by insurance, at Tenant’s sole cost and expense. Landlord reserves the right to stop Building Systems services when necessary (i) by reason of accident or emergency, or (ii) for planned repairs, alterations or improvements, which are, in the reasonable judgment of Landlord, desirable or necessary to be made, until said repairs, alterations or improvements shall have been completed. Landlord shall have no responsibility or liability for failure to supply Building Systems services during any such period of interruption; provided, however, that Landlord shall, except in case of emergency, give Tenant not less than five (5) business days’ advance notice of any planned stoppage of Building Systems services for routine and planned maintenance, repairs, alterations or improvements. Tenant shall promptly give Landlord written notice of any repair required by Landlord pursuant to this section, after which Landlord shall make a commercially reasonable effort to effect such repair within five (5) business days, or, where the repair cannot reasonably be completed within five (5) business days, as soon as reasonably possible thereafter. Landlord shall not be liable for any failure to make any repairs or to perform any maintenance unless such failure shall persist for an unreasonable time after the time periods set forth herein. Tenant waives its rights under any state or local law to terminate this Lease or to make such repairs at Landlord’s expense and agrees that the parties’ respective rights with respect to such matters shall be solely as set forth herein. Repairs required as the result of fire, earthquake, flood, vandalism, war, or similar cause of damage or destruction shall be controlled by Paragraph 21. Notwithstanding anything to the contrary contained in the Lease, commencing on the Assumption Date, to the extent that Landlord performs or is required to perform any capital repairs, replacements or improvements for the Project, whether to comply with Law, with any obligation imposed on Landlord pursuant to this Lease or at Landlord’s election, Tenant shall be responsible as part of Expenses for its Proportionate Share of the cost of such capital repairs, replacements and improvements amortized over the useful life (as reasonably determined by Landlord taking into account relevant real estate accounting principles, consistently applied, including, without limitation, the hours of operation of the Building and its use for laboratory/office purposes) of such capital items. Tenant shall pay Tenant’s Proportionate Share of such amortized costs for each month after such capital repairs, replacements or improvements are completed until the first to occur of the expiration of the Term (as it may be extended) or the end of the period over which such costs are amortized.

Landlord Repairs. LandlordLandlord shall make all repairs and alterations to the property which Landlord is required to maintain, as an Expensehereinafter set forth, shall repair, replace when which may be necessary (as reasonably determined by Landlord) and to maintain the same in good repair the exterior and condition or which may be required by any laws, ordinances or regulations of the Building (including exterior doors), parking, landscaping, exterior lighting, roof membrane, roof covering and all other Common Areas of the Projectany public authorities having jurisdiction, including HVACany applicable subsequent amendments or modifications thereto, plumbingsubject to Articles IX and X. However, fire sprinklersnotwithstanding anything in this lease contained to the contrary, elevatorsTenant shall reimburse Landlord for the reasonable cost of making all repairs and alterations to the property which Landlord is required to maintain which may be required as the result of repairs, fire safety equipmentalterations, sewer and septic systems, other improvements or installations made by Tenant or any subtenant or concessionaire of Tenant or the Emergency Generator and all other building systems serving the Premises and other portions agents or employees of the Project (“Building Systems”), uninsured losses and damages caused by Tenant, or by any of Tenant’s Agents excludedthem, unless done by Tenant pursuant to Section 13.2. Landlord, at Landlord’s sole cost without right of reimbursement from Tenant, shall repair, replace when necessary (as reasonably determined by Landlord) and The property which Landlord is required to maintain the structural portions of the roof (specifically excluding the roof membrane and the roof covering, the repair and/or replacement of which shall be treated as an Expense), is the foundation, footingsthe roof, floor slab and load-bearing walls and the exterior walls walls, the roof drainage system, the canopy, the structural parts of the Building (excluding any glass and any routine maintenanceDemised Premises, including, without limitation, any paintingslab-floors, sealing(but excluding all glass), patching and waterproofing of such and, to the extent located within the walls, repairceiling or floors of the Demised Premises and not readily accessible by means of removable panels, access doors or the maintenance like, all wiring, plumbing, pipes, conduits and other utilities, plus all Common Areas and Common Facilities of which shall be treated as an Expense)the Shopping Center, uninsured losses and damages caused by Tenant or Tenant’s Agents excluded. Any losses and damages caused by Tenant or any Tenant Agent shall be repaired by Landlordand, to the extent not covered by insurance, at Tenant’s sole cost and expense. Landlord reserves the right to stop Building Systems services when necessary (i) by reason of accident or emergency, or (ii) for planned repairs, alterations or improvements, which are, included in the reasonable judgment of foregoing, all utilities, conduits, fixtures and equipment serving the Demised Premises which also serve other premises or are located within the Shopping Center but outside the Demised Premises. The costs for the above described maintenance to the Common Areas and Common Facilities shall be included within Landlord's Common Area Costs described in Schedule B, desirable or necessary to be madeParagraph 8. In addition, until said repairs, alterations or improvements shall have been completed. Landlord shall have no responsibility or liability for failure to supply Building Systems services during any such period of interruption; provided, however, that Landlord shall, except in case of emergency, give Tenant not less than five (5) business days’ advance notice of any planned stoppage of Building Systems services for routine and planned maintenance, repairs, alterations or improvements. Tenant shall promptly give Landlord written notice of any repair required by Landlord pursuant to this section, after which Landlord shall make a commercially reasonable effort to effect such repair within five (5) business days, or, where the repair cannot reasonably be completed within five (5) business days, as soon as reasonably possible thereafter. Landlord shall not be liable for any failure to make any repairs or to perform any maintenance unless such failure shall persist for an unreasonable time after the time periods set forth herein. Tenant waives its rights under any state or local law to terminate this Lease or to make such repairs at Landlord’s expense and agrees that the parties’ respective rights with respect to such matters shall be solely as set forth herein. Repairs required as the result of fire, earthquake, flood, vandalism, war, or similar cause of damage or destruction shall be controlled by Paragraph 21. Notwithstanding anything to the contrary contained in the Lease, commencing on the Assumption Date, to the extent that Landlord performs or property Tenant is required to perform any capital repairsmaintain which are required as a result of a defect in, replacements or improvements for the Project, whether to comply with Law, with any obligation imposed on Landlord pursuant to this Lease or at Landlord’s election, Tenant shall be responsible as part failure of Expenses for its Proportionate Share of the cost of such capital repairs, replacements and improvements amortized over the useful life (as reasonably determined by Landlord taking into account relevant real estate accounting principles, consistently applied, including, without limitationrepair of, the hours of operation of the Building and its use for laboratory/office purposes) of such capital items. Tenant shall pay Tenant’s Proportionate Share of such amortized costs for each month after such capital repairs, replacements or improvements are completed until the first property Landlord is required to occur of the expiration of the Term (as it may be extended) or the end of the period over which such costs are amortizedmaintain.

Landlord Repairs. LandlordThe services described in Section 4.01 (“Building Services”) and any repairs and maintenance required of Landlord may be curtailed or interrupted as required by any Applicable Laws or because of the maintenance, as an Expense, shall repair, replace when necessary (as reasonably determined by replacement, or improvement of the equipment involved in furnishing such services or because of changes of the suppliers of services or because of labor controversies, accidents, acts of God, or the elements or any other cause beyond Landlord) and maintain ’s reasonable control. Landlord agrees to attempt in good repair faith to resume any curtailed or interrupted Building Services that Landlord is obligated hereunder to provide after receipt of notice from Tenant advising Landlord of the affected services. Landlord shall not be required to make any improvements, replacements, or repairs of any kind or character to the Leased Premises during the Term of this Lease except as are set forth in this section. Landlord shall maintain only the electrical service to the Leased Premises, down spouts, fire sprinkler system, lawn and landscaping, paint on the exterior of the Building Leased Premises, exterior doors, roof, foundation, parking, sidewalk and drive areas, and the structural soundness of the exterior walls (including exterior excluding windows, window glass, plate glass, and doors), parking, landscaping, exterior lighting, roof membrane, roof covering and all other Common Areas of the Project, including HVAC, plumbing, fire sprinklers, elevators, fire safety equipment, sewer and septic systems, the Emergency Generator and all other building systems serving the Premises and other portions of the Project (“Building Systems”), uninsured losses and except for damages caused by Tenant, or by any of Tenant’s Agents excluded. Landlordits agents, at Landlord’s sole cost without right of reimbursement from Tenantemployees, shall repaircontractors, replace when necessary (as reasonably determined by Landlord) guests, and maintain the structural portions of the roof (specifically excluding the roof membrane and the roof coveringinvitees, the repair and/or replacement of which shall be treated as an Expense), the foundation, footings, floor slab and load-bearing walls and exterior walls of the Building (excluding any glass and any routine maintenance, including, without limitation, any painting, sealing, patching and waterproofing of such walls, repair, the maintenance of which shall be treated as an Expense), uninsured losses and damages caused by Tenant or Tenant’s Agents excluded. Any losses and damages caused by Tenant or any Tenant Agent damage shall be repaired by Landlord, to the extent not covered by insurance, at Tenant’s sole cost and expense. Landlord reserves the right to stop Building Systems services when necessary (i) by reason of accident or emergency, or (ii) for planned repairs, alterations or improvements, expense and which are, in the reasonable judgment of Landlord, desirable or necessary to be made, until said repairs, alterations or improvements shall have been completed. Landlord shall have no responsibility or liability for failure to supply Building Systems services during any such period of interruption; provided, however, that Landlord shall, except in case of emergency, give Tenant not less than five (5) business days’ advance notice of any planned stoppage of Building Systems services for routine and planned maintenance, repairs, alterations or improvements. Tenant shall promptly give Landlord written notice of any repair required will constitute Additional Rent due hereunder upon demand by Landlord pursuant to this section, after which Landlord shall make a commercially reasonable effort to effect such repair within five (5) business days, or, where therefor. Landlord’s costs of maintaining the repair cannot reasonably be completed within five (5) business days, as soon as reasonably possible thereafter. Landlord shall not be liable for any failure to make any repairs or to perform any maintenance unless such failure shall persist for an unreasonable time after the time periods items set forth herein. Tenant waives its rights under any state or local law to terminate in this Lease or to make such repairs at section (save and except for Landlord’s expense cost of maintaining the structural soundness, the roof, foundation, the exterior walls (excluding windows, window glass, and agrees that the parties’ respective rights with respect to such matters plate glass) which costs shall be solely Tenant’s sole responsibility) shall constitute a portion of Operating Expenses as set forth herein. Repairs required as the result of fire, earthquake, flood, vandalism, war, or similar cause of damage or destruction defined in Section 2.03 and shall be controlled by Paragraph 21subject to the Additional Rent provisions in Section 2.02. Notwithstanding anything to the contrary contained elsewhere herein, Landlord agrees to utilize reasonable efforts to effectuate and promptly complete any maintenance or repairs required to be performed by Landlord hereunder in a manner calculated to cause as little interruption and interference with Tenant’s conduct of business and operations in the LeaseLeased Premises as is reasonably practicable. In addition, commencing on the Assumption Date, to the extent that if Landlord performs or is required fails to perform any capital repairsof its repair and maintenance obligations hereunder and such default is not cured by Landlord in accordance within thirty (30) days of written notice of such failure, replacements then Tenant shall have the right, but not the obligation, to perform such repair and maintenance obligations as are reasonably necessary to either (a) prevent any damage to Tenant’s inventory or improvements for the Project, whether other personal property and/or (b) obviate any material and adverse effects to comply with Law, with Tenant’s business operations resulting therefrom. Any and all reasonable costs and expenses paid or incurred by Tenant in performing any obligation imposed on Landlord pursuant to this Lease or at of Landlord’s electionmaintenance obligations in accordance with the terms, Tenant conditions, and requirements of the immediately preceding sentence shall be responsible as part of Expenses for its Proportionate Share of the cost of such capital repairs, replacements and improvements amortized over the useful life (as reasonably determined paid by Landlord taking into account relevant real estate accounting principles, consistently applied, including, without limitation, within fifteen (15) days after Landlord’s receipt from Tenant of an itemized statement describing the hours of operation of the Building and its use for laboratory/office purposes) of such capital items. Tenant shall pay Tenant’s Proportionate Share of such amortized costs for each month after such capital repairs, replacements or improvements are completed until the first to occur of the expiration of the Term (as it may be extended) or the end of the period over which such costs are amortizedrepairs and/or maintenance performed.

Landlord Repairs. LandlordLandlord shall maintain, as an Expenseat its expense, shall the structural soundness of the roof, foundations, and exterior walls of the Site and all common areas within the Site in good repair, replace when necessary (as reasonably determined by Landlord) reasonable wear and maintain in good repair the exterior of the Building (including exterior doors), parking, landscaping, exterior lighting, roof membrane, roof covering and all other Common Areas of the Project, including HVAC, plumbing, fire sprinklers, elevators, fire safety equipment, sewer and septic systems, the Emergency Generator and all other building systems serving the Premises and other portions of the Project (“Building Systems”), uninsured losses tear and damages caused by Tenant, or by any of Tenant’s Agents its agents and contractors excluded. Landlord, at Landlord’s sole cost without right of reimbursement from Tenant, shall repair, replace when necessary (as reasonably determined by Landlord) and maintain the structural portions of the roof (specifically excluding the roof membrane and the roof covering, the repair and/or replacement of which shall be treated as an Expense), the foundation, footings, floor slab and load-bearing walls and exterior walls of the Building (excluding any glass and any routine maintenance, including, without limitation, any painting, sealing, patching and waterproofing of such walls, repair, the maintenance of which shall be treated as an Expense), uninsured losses and damages caused by Tenant or Tenant’s Agents excluded. Any losses and damages caused by Tenant or any Tenant Agent shall be repaired by Landlord, to the extent not covered by insurance, at Tenant’s sole cost and expense. Landlord reserves the right to stop Building Systems services when necessary (i) by reason of accident or emergency, or (ii) for planned repairs, alterations or improvements, which are, in the reasonable judgment of Landlord, desirable or necessary to be made, until said repairs, alterations or improvements shall have been completed. Landlord shall have no responsibility or liability for failure to supply Building Systems services during any such period of interruption; provided, however, that Landlord’s costs of maintenance and repair of the common areas may be included within Site Operating Costs as provided and subject to the limitations thereon set forth in Section 9 above; and provided, further, that Landlord shall, except in case of emergency, give Tenant not less than five (5) business days’ advance notice shall also make all such repairs and restorations which may be required as a result of any planned stoppage patent or latent defects in Landlord’s Work pursuant to Landlord’s warranty set forth in Section 6 of Building Systems services for routine and planned maintenanceExhibit “B”. The term “walls” as used in this Section shall not include windows, repairsglass or plate glass, alterations doors or improvementsoverhead doors, special store fronts, dock bumpers, dock plates or levelers, or office entries. Tenant shall promptly give Landlord written notice of any repair required by Landlord pursuant to this sectionSection, after which Landlord shall make have a commercially reasonable effort opportunity to effect repair; provided, however, that Landlord shall in any event have commenced and diligently pursue all such repairs to completion within thirty (30) days after receipt of Tenant’s written notice therefor; provided, further, that if such repairs are not capable of being completed within said 30-day period, then Landlord shall have such additional period of time as may be reasonably necessary to complete such repairs so long as Landlord commences such repairs within said thirty (30) day period and diligently pursues such repairs to completion. If the repairs required to be made by Landlord materially and adversely affect Tenant’s use of the Premises for its Permitted Use and Tenant’s notice clearly and conspicuously labels the repair a “Critical Repair” and summarizes the requirements of this Section, Landlord shall commence and diligently pursue such repairs to completion within five (5) business daysdays after receipt of the foregoing written notice from Tenant and, or, where the repair cannot reasonably be completed if Landlord fails to commence and diligently pursue such repairs within said five (5) business days, as soon as reasonably possible thereafter. Landlord shall not be liable for any failure to make any repairs or to perform any maintenance unless such failure shall persist for an unreasonable time after the time periods set forth herein. Tenant waives its rights under any state or local law to terminate this Lease or to make such repairs at Landlord’s expense and agrees that the parties’ respective rights with respect to such matters shall be solely as set forth herein. Repairs required as the result of fire, earthquake, flood, vandalism, war, or similar cause of damage or destruction shall be controlled by Paragraph 21. Notwithstanding anything to the contrary contained in the Lease, commencing on the Assumption Date, to the extent that Landlord performs or is required to perform any capital repairs, replacements or improvements for the Project, whether to comply with Law, with any obligation imposed on Landlord pursuant to this Lease or at Landlord’s electionday period, Tenant shall have the right to elect to perform such repairs on behalf of Landlord, the actual, reasonable costs of which shall be responsible as part of Expenses for its Proportionate Share of the cost of such capital repairs, replacements and improvements amortized over the useful life (as reasonably determined reimbursed by Landlord taking into account relevant real estate accounting principlesto Tenant within thirty (30) days after Landlord’s receipt of a written invoice or statement therefor from Tenant and, consistently appliedif such costs and expenses are not so reimbursed to Tenant within said 30-day period, including, without limitation, the hours of operation of the Building and its use for laboratory/office purposes) of such capital items. Tenant shall pay Tenant’s Proportionate Share have the right to offset the same, together with interest at a per-annum rate equal to the Prime Rate plus ten percent (10%), from the next and subsequent installments of such amortized costs for each month after such capital repairs, replacements or improvements are completed Base Rent payable under this Lease until the first to occur of the expiration of the Term (as it may be extended) or the end of the period over which such costs are amortizedforegoing amount is fully offset.

Landlord Repairs. LandlordLandlord shall not be required to make any improvements, as an Expense, shall repair, replace when necessary (as reasonably determined by Landlord) and maintain in good repair replacements or repairs of any kind or character to the exterior of Premises or the Building (including exterior doors), parking, landscaping, exterior lighting, roof membrane, roof covering and all other Common Areas during the term of the Project, including HVAC, plumbing, fire sprinklers, elevators, fire safety equipment, sewer and septic systems, the Emergency Generator and all other building systems serving the Premises and other portions of the Project (“Building Systems”), uninsured losses and damages caused by Tenant, or by any of Tenant’s Agents excluded. Landlord, at Landlord’s sole cost without right of reimbursement from Tenant, shall repair, replace when necessary (this Lease except as reasonably determined by Landlord) and maintain the structural portions of the roof (specifically excluding the roof membrane and the roof covering, the repair and/or replacement of which shall be treated as an Expense), the foundation, footings, floor slab and load-bearing walls and exterior walls of the Building (excluding any glass and any routine maintenance, including, without limitation, any painting, sealing, patching and waterproofing of such walls, repair, the maintenance of which shall be treated as an Expense), uninsured losses and damages caused by Tenant or Tenant’s Agents excluded. Any losses and damages caused by Tenant or any Tenant Agent shall be repaired by Landlord, to the extent not covered by insurance, at Tenant’s sole cost and expense. Landlord reserves the right to stop Building Systems services when necessary (i) by reason of accident or emergency, or (ii) for planned repairs, alterations or improvements, which are, are set forth in the reasonable judgment of Landlord, desirable or necessary to be made, until said repairs, alterations or improvements shall have been completedthis Section. Landlord shall have no responsibility or liability for failure to supply Building Systems services during any such period maintain only the roof, foundation, parking and common areas, the structural soundness of interruption; the exterior walls, doors, corridors, and other structures serving the Premises, provided, howeverthat Landlord's cost of maintaining, that Landlord shall, except replacing and repairing the items set forth in case of emergency, give Tenant not less than five (5) business days’ advance notice of any planned stoppage of Building Systems services for routine this Section are operating expenses subject to the additional rent provisions in Section 2.2 and planned maintenance, repairs, alterations or improvements. Tenant shall promptly give Landlord written notice of any repair required by Landlord pursuant to this section, after which Landlord shall make a commercially reasonable effort to effect such repair within five (5) business days, or, where the repair cannot reasonably be completed within five (5) business days, as soon as reasonably possible thereafter2.3. Landlord shall not be liable to Tenant except as expressly provided in this Lease, for any failure damage or inconvenience, and Tenant shall not be entitled to make any repairs abatement or reduction of rent by reason of any repairs, alterations or additions made by Landlord under this Lease. Notwithstanding the foregoing, in the event that Tenant is unable to perform operate its business in the Premises due to interruption in service that is caused by the negligence or intentional act, or omission of the Landlord for a period of five (5) consecutive days or more, Tenant may xxxxx the payment of rent until such time as Tenant is able to resume its business operations in the Premises. The parties further agree that if the cost of any maintenance unless single item or occasion of maintenance, repair or replacement which is otherwise a Tenant Repair, pursuant to Section 5.2 of this Lease, exceeds $7,500, such failure item or occasion shall persist for an unreasonable time after the time periods set forth hereinnot be a Tenant Repair, but shall become a Landlord Repair. Tenant waives its rights under any state or local law to terminate this Lease or to make such repairs at Landlord’s expense and agrees that the parties’ respective rights expense of any of Tenant's personnel in connection with respect to such matters any item or occasion of maintenance, repair or replacement shall not be solely as set forth herein. Repairs required as the result of fire, earthquake, flood, vandalism, war, or similar cause of damage or destruction shall be controlled by Paragraph 21. Notwithstanding anything to the contrary contained included in the Lease, commencing on $7,500 calculation of a Landlord Repair. Within five (5) days of the Assumption Date, to the extent that date Tenant identifies a Tenant Repair which is a Landlord performs or is required to perform any capital repairs, replacements or improvements for the Project, whether to comply with Law, with any obligation imposed on Landlord Repair pursuant to this Lease or at Landlord’s electionSection 5.1, Tenant shall be responsible as part provide written notice of Expenses for its Proportionate Share such Landlord Repair to Landlord. Within five (5) days of the cost date of such notice, Landlord and Tenant shall agree upon the appropriate measures to be taken or performed to complete the maintenance, repair or replacement identified as such Landlord Repair, which measure will be promptly commenced and diligently pursued to completion by Landlord. The time periods described in this Section 5.1 shall be shortened in an emergency or as may be otherwise necessary under the circumstances of the specific Landlord Repair. The parties further agree that (a) all Landlord Repairs are capital repairs, replacements and improvements expenses which shall be amortized over the useful life (as reasonably determined by Landlord taking into account relevant real estate in accordance with generally accepted accounting principles, consistently applied, including, without limitation, (b) the hours of operation of the Building and its use for laboratory/office purposes) of such capital items. amount payable by Tenant shall pay Tenant’s Proportionate Share of such amortized costs for each month after during the Term shall not exceed the monthly amortized amount of such expense, and (c) Tenant shall not be obligated to pay monthly estimates of the such capital repairs, replacements or improvements are completed expenses until the first to occur of the expiration of the Term (as it may be extended) or the end of the period over which Landlord performs such costs are amortizedLandlord Repair(s).

Landlord Repairs. Landlord, as an Expense, The Landlord shall repair, replace when necessary (as reasonably determined by Landlord) and maintain in good repair the exterior be responsible for maintenance of the roof, downspouts, gutters, foundation and utility lines located outside the Building (including exterior doors), parking, landscaping, exterior lighting, roof membrane, roof covering and all other Common Areas of the Project, including HVAC, plumbing, fire sprinklers, elevators, fire safety equipment, sewer and septic systems, the Emergency Generator and all other building systems serving the Premises and other portions of the Project (“Building Systems”), uninsured losses and damages caused by Tenant, or by any of Tenant’s Agents excluded. Landlord, at Landlord’s sole cost without right of reimbursement from Tenant, shall repair, replace when necessary (as reasonably determined by Landlord) and maintain the structural portions of the roof (specifically excluding the roof membrane and the roof covering, the repair and/or replacement of which shall be treated as an Expense), the foundation, footings, floor slab and load-bearing walls and exterior walls of the Building (excluding any glass and any routine maintenance, including, without limitation, any painting, sealing, patching and waterproofing of such walls, repairPremises. As used herein, the maintenance term "wall" shall not include doors, windows or other components of the Premises which are not load bearing. There shall be treated as no allowance to Tenant for a diminution of rentals value and no liability on the part of Landlord for inconvenience, annoyance or injury to business arising from Landlord or others making any construction or repair to the Premises, the Building, the common areas or an Expense)adjoining premises, uninsured losses and damages caused by Tenant no liability on the part of Landlord for failure of the Landlord or Tenant’s Agents excluded. Any losses and damages caused by Tenant others, to make any repairs, alterations, additions or improvements in or to any Tenant Agent shall be repaired by Landlordportion of the Premises, the Building or common areas except to the extent not covered caused by insurance, at Tenant’s sole cost and expense. Landlord reserves the right to stop Building Systems services when necessary (i) by reason of accident or emergency, or (ii) for planned repairs, alterations or improvements, which are, in the reasonable judgment of Landlord, desirable or necessary to be made, until said repairs, alterations or improvements shall have been completed. Landlord shall have no responsibility or liability for failure to supply Building Systems services during any such period of interruption; provided, however, that Landlord shall, except in case of emergency, give Tenant not less than five (5) business days’ advance notice of any planned stoppage of Building Systems services for routine and planned maintenance, repairs, alterations or improvements. Tenant shall promptly give Landlord written notice of any repair required by Landlord pursuant to this section, after which Landlord shall make a commercially reasonable effort to effect such repair within five (5) business days, or, where the repair cannot reasonably be completed within five (5) business days, as soon as reasonably possible thereafter's negligence. Landlord shall not be liable to Tenant for any failure damage caused to make Tenant and its property due to the Premises or the Building, or any repairs part or appurtenance thereof, being improperly constructed or being or becoming out of repair, or arising from the leaking of a pipe, facility or system for gas, water, sewage, steam, electricity or other utility. Tenant shall immediately report to perform Landlord any maintenance unless defective condition in or about the Premises known to Tenant, and if such defect is not so reported and such failure shall persist for an unreasonable time after the time periods set forth herein. Tenant waives its rights under any state or local law to terminate this Lease or to make such repairs at Landlord’s expense and agrees that the parties’ respective rights with respect to such matters shall be solely as set forth herein. Repairs required as the result of fire, earthquake, flood, vandalism, war, or similar cause of damage or destruction shall be controlled by Paragraph 21. Notwithstanding anything to the contrary contained results in the Lease, commencing on the Assumption Date, to the extent that Landlord performs or is required to perform any capital repairs, replacements or improvements for the Project, whether to comply with Law, with any obligation imposed on Landlord pursuant to this Lease or at Landlord’s electionother damage, Tenant shall be responsible as part liable for the same. Regardless of Expenses for any obligation otherwise imposed upon Landlord, Tenant shall pay the cost of any repairs or damage resulting from the negligence or the unlawful or willful acts of its Proportionate Share employees, representatives or visitors. If, after a 60- day period of time after written notice from Tenant, Landlord fails to make any repair or maintain any facility at the Premises which Landlord is obligated to repair or maintain, then Tenant may, at Tenant's option, repair or maintain the same, and Tenant shall be entitled to deduct the cost of such capital repairs, replacements and improvements amortized over repair or maintenance from the useful life (as reasonably determined by Landlord taking into account relevant real estate accounting principles, consistently applied, including, without limitation, the hours of operation of the Building and its use for laboratory/office purposes) of such capital items. Tenant shall pay Tenant’s Proportionate Share of such amortized costs for each month after such capital repairs, replacements or improvements are completed until the first to occur of the expiration of the Term (as it may be extended) or the end of the period over which such costs are amortizedrental obligations hereunder.

Landlord Repairs. LandlordLandlord shall not be required to make any improvements, replacements or repairs of any kind or character to the Leased Premises or the Building during the Term of this Lease except as an Expenseare set forth in this Lease. Except as otherwise set forth in Section 8.2 below, Landlord shall repairmake all necessary repairs (both structural and nonstructural) to (i) the “Building Systems” (the mechanical, replace when necessary (as reasonably determined by Landlord) electrical, plumbing, sanitary, sprinkler, heating, ventilation and maintain in good repair the exterior air conditioning, security, life-safety, elevator and other service systems or facilities of the Building and Premises (including exterior doorsexcluding, however, supplemental equipment installed by Tenant); (ii) the Common Areas, parking, landscaping, exterior lighting, roof membrane, roof covering in conformance with the standards of Comparable Buildings and all other Common Areas otherwise in good condition; and (iii) the structural parts of the ProjectBuilding, including HVACwithout limitation the foundations, plumbing, fire sprinklers, elevators, fire safety equipment, sewer and septic systems, the Emergency Generator and all other building systems serving the Premises and other portions of the Project (“Building Systems”), uninsured losses and damages caused by Tenant, or by any of Tenant’s Agents excluded. Landlord, at Landlord’s sole cost without right of reimbursement from Tenant, shall repair, replace when necessary (as reasonably determined by Landlord) and maintain the structural portions of the roof (specifically excluding the roof membrane and the roof covering, the repair and/or replacement of which shall be treated as an Expense), the foundationcolumns, footings, floor slab and load-bearing walls and exterior walls of the Building (excluding any glass and any routine maintenance, including, without limitation, any painting, sealing, patching and waterproofing of such walls, repairsub-flooring, roof and roofing and all pipes and conduit serving the maintenance of which shall be treated as an Expense), uninsured losses and damages caused by Tenant or Tenant’s Agents excluded. Any losses and damages caused by Tenant or any Tenant Agent shall be repaired by Landlord, to the extent not covered by insurance, at Tenant’s sole cost and expense. Landlord reserves the right to stop Building Systems services when necessary (i) by reason of accident or emergency, or (ii) for planned repairs, alterations or improvements, which are, in the reasonable judgment of Landlord, desirable or necessary to be made, until said repairs, alterations or improvements shall have been completedBuilding. Landlord shall have also maintain (in accordance with the foregoing standards), at no responsibility or liability additional charge to Tenant, the (x) windows and frames, gutters, and downspouts on the Building; and (y) lamp and light bulb replacement (for failure to supply Building Systems services during any such period of interruption; provided, however, that Landlord shall, except in case of emergency, give Tenant not less than five (5) business days’ advance notice of any planned stoppage of Building Systems services for routine and planned maintenance, repairs, alterations or improvements. Tenant shall promptly give Landlord written notice of any repair required by Landlord pursuant to this section, after which Landlord shall make a commercially reasonable effort to effect such repair within five (5) business days, or, where the repair cannot reasonably be completed within five (5) business days, as soon as reasonably possible thereafterstandard lights). Landlord shall not be liable to Tenant, except as expressly provided in this Lease, for any failure damage or inconvenience, and, except as provided herein, Tenant shall not be entitled to make any repairs abatement or reduction of Rent by reason of any repairs, alterations or additions made by Landlord under this Lease except the standard for rent abatement of Section 7.12 is applicable to perform any maintenance unless such failure shall persist for an unreasonable time after the time periods set forth hereinthis Section 8.1. Tenant waives its rights under any state or local law to terminate this Lease or to make such repairs at Landlord’s expense understands and agrees that Landlord may, at any time or from time to time during the parties’ respective rights with respect Term of this Lease, perform substantial renovation work in and to such matters shall the Building or the Building Systems serving the Building (which work may include, but need not be solely as set forth herein. Repairs required as limited to, the result repair or replacement of firethe Building’s exterior facade, earthquakeexterior window glass, floodelevators, vandalismelectrical systems, warair conditioning and ventilating systems, plumbing system, common hallways, or similar cause lobby), any of damage or destruction shall be controlled by Paragraph 21. Notwithstanding anything which work may require access to the contrary contained in same from within the LeaseLeased Premises. Tenant agrees that, commencing on the Assumption Date, to the extent that Landlord performs or is required to perform any capital repairs, replacements or improvements for the Project, whether to comply so long as such work does not unreasonably interfere with Law, with any obligation imposed on Landlord pursuant to this Lease or at LandlordTenant’s election, Tenant shall be responsible as part of Expenses for its Proportionate Share use of the cost of such capital repairs, replacements and improvements amortized over the useful life (as reasonably determined by Landlord taking into account relevant real estate accounting principles, consistently applied, including, without limitation, the hours of operation of the Building and its use for laboratory/office purposes) of such capital items. Tenant shall pay Tenant’s Proportionate Share of such amortized costs for each month after such capital repairs, replacements Premises or improvements are completed until the first to occur of the expiration of the Term (as it may be extended) or the end of the period over which such costs are amortized.Server Room:

Landlord Repairs. Landlord, as an Expense, Landlord shall repair, replace when necessary (as reasonably determined by Landlord) and maintain keep in good repair the exterior of the Building (including exterior doors), parking, landscaping, exterior lighting, roof membrane, roof covering and all other Common Areas of the Project, including HVAC, plumbing, fire sprinklers, elevators, fire safety equipment, sewer and septic systems, the Emergency Generator and all other building systems serving the Premises and other portions of the Project (“Building Systems”), uninsured losses and damages caused by Tenant, or by any of Tenant’s Agents excluded. Landlord, at Landlord’s sole cost without right of reimbursement from Tenant, shall repair, replace when necessary (as reasonably determined by Landlordi) and maintain the structural portions of the roof (specifically excluding the roof membrane foundation and the roof covering, the repair and/or replacement of which shall be treated as an Expense), the foundation, footings, floor slab exterior and load-bearing walls (exclusive of all glass and all exterior doors) of the Building; (ii) the roof of the Building; and (iii) the Common Areas of the Project (including mechanical rooms), including the parking lots, landscaping and underground utility and sewer pipes outside the exterior walls of the Building (excluding any glass and any routine maintenanceBuilding, including, without limitation, any painting, sealing, patching and waterproofing of if any. All such walls, repair, the maintenance of which repairs shall be treated as an Expense), uninsured losses and damages caused by Tenant or Tenant’s Agents excluded. Any losses and damages caused by Tenant or any Tenant Agent shall be repaired by at Landlord, to the extent not covered by insurance, at Tenant’s 's sole cost and expense, except that the reasonable cost of such items shall be a Basic Cost to the extent permitted by the provisions of Article IV. Notwithstanding the foregoing, the cost of repairs referenced in this Section 14.2 rendered necessary by the negligence or willful misconduct of Tenant or Tenant's Agents or as a result of Tenant's failure to use the Premises in accordance with the terms of Article V of this Lease (which shall be reasonably evidenced and documented), shall be reimbursed by Tenant to Landlord reserves within thirty (30) days of Landlord's written demand. resulting from such failure to repair or maintain as provided hereunder or due to a defect. Notwithstanding the foregoing, the reasonable cost of repairs referenced in this Section 14.2 and Section 14.1, which are paid by Tenant and are the result of the negligence or willful misconduct of Landlord or Landlord’s Agents, shall be reimbursed by Landlord to Tenant within thirty (30) days of Tenant’s written demand therefor (together with invoices or such other reasonable evidence of costs incurred). If Landlord fails to timely satisfy any obligation of Landlord under this Lease, to repair and maintain the Property as required under this Lease, Tenant shall notify Landlord in writing thereof and Landlord shall commence such repair and/or maintenance work within thirty (30) days after receipt of such written notice, diligently pursue the same, and complete the same within sixty (60) days after receipt of such written notice, except in cases where there is an immediate threat of material and substantial property damage or immediate threat of bodily injury, in which case the notice and cure period of time shall be immediate or as is reasonable under the circumstances. If Landlord fails to timely commence, diligently pursue, and complete the same (as set forth in the prior sentence), subject to delays resulting from events of Force Majeure, then Tenant, at its election, may undertake such repair or maintenance work on Landlord’s behalf and is hereby granted such access rights as are reasonably necessary to conduct such work and in no event shall Tenant be limited in taking all actions necessary in the event of an emergency which threatens life or where there is imminent danger to any property whether that of the Premises, Landlord Property,Tenant Property or client property of the Tenant. In any such event, Landlord agrees to pay Tenant, within thirty (30) days of receipt of Tenant’s invoice accompanied by copies of receipts or other evidence of such costs, all reasonable, actual costs incurred by Tenant in performing such work on Landlord’s behalf, including interest thereon at a rate equal to ten percent (10%) per annum (the “Lease Interest Rate”). If Landlord does not timely and fully reimburse Tenant, then Tenant shall have the option, at its sole discretion, of offsetting up to fifty percent (50%) of Tenant’s monthly Basic Rent, until such time as Tenant has been completely reimbursed for the invoiced costs, plus interest thereon at the Lease Interest Rate. If Landlord disputes any offsets reasonably asserted by Tenant, then Landlord shall have the right to stop Building Systems services when necessary (i) by reason of accident bring an equitable action enjoining such offset, requiring payment or emergencyotherwise, or (ii) for planned repairs, alterations or improvements, which are, in but the reasonable judgment exercise of Landlordsuch offset rights by Tenant shall not by itself, desirable or necessary constitute a default. Tenant’s right to perform repair and maintenance work pursuant to this Section 9.1.3 shall not be madedeemed to create any obligation on the part of Tenant to do so, until said repairs, alterations or improvements and shall have been completed. Landlord shall have no responsibility or liability for failure to supply Building Systems services during not in any such period of interruption; provided, however, that Landlord shall, except in case of emergency, give Tenant not less than five (5) business days’ advance notice of any planned stoppage of Building Systems services for routine and planned maintenance, repairs, alterations or improvementsway limit Tenant’s remedies under this Lease. Tenant shall promptly give indemnify and defend the Landlord written notice from and against all claims in connection with or arising out of any repair required by Landlord pursuant Tenant’s negligence or wilful misconduct in the cure of or attempt to this section, after which Landlord shall make a commercially reasonable effort to effect such repair within five (5) business days, or, where the repair cannot reasonably be completed within five (5) business days, as soon as reasonably possible thereafter. Landlord shall not be liable for cure any failure of Landlord to make any repairs repair or to perform any maintenance unless such failure shall persist for an unreasonable time after maintain the time periods set forth Property as provided herein. Tenant waives its rights under any state or local law to terminate this Lease or to make such repairs at Landlord’s expense and agrees that the parties’ respective rights with respect to such matters shall be solely as set forth herein. Repairs required as the result of fire, earthquake, flood, vandalism, war, or similar cause of damage or destruction shall be controlled by Paragraph 21. Notwithstanding anything to the contrary contained in the Lease, commencing on the Assumption Date, to the extent that Landlord performs or is required to perform any capital repairs, replacements or improvements for the Project, whether to comply with Law, with any obligation imposed on Landlord pursuant to this Lease or at Landlord’s election, Tenant shall be responsible as part of Expenses for its Proportionate Share of the cost of such capital repairs, replacements and improvements amortized over the useful life (as reasonably determined by Landlord taking into account relevant real estate accounting principles, consistently applied, including, without limitation, the hours of operation of the Building and its use for laboratory/office purposes) of such capital items. Tenant shall pay Tenant’s Proportionate Share of such amortized costs for each month after such capital repairs, replacements or improvements are completed until the first to occur of the expiration of the Term (as it may be extended) or the end of the period over which such costs are amortized.14.3

Landlord Repairs. Landlord(a) Except as otherwise provided in this Lease, Landlord agrees to maintain, repair and replace so as an Expenseto keep in good working order, shall condition and repair, replace when necessary (as reasonably determined by Landlord) and maintain in good repair compliance with all applicable Laws, the exterior Structural Elements of the Building (Building, including exterior doors), parking, landscaping, exterior lighting, roof membrane, roof covering and all other Common Areas of the Project, including HVAC, plumbing, fire sprinklers, elevators, fire safety equipment, sewer and septic systemsglass, the Emergency Generator Base Building and all other building Base Building Systems up to the point of connection with the Premises (but specifically excluding any supplemental heating, ventilation or air conditioning equipment or systems exclusively serving the Premises and other portions of the Project (“Building Systems”), uninsured losses and damages caused by installed at Tenant, ’s request or by any as a result of Tenant’s Agents excluded. Landlordrequirements in excess of Building standard design criteria), at Landlord’s sole cost without right except that Landlord shall in no event be responsible to Tenant for the repair of reimbursement from interior glass in the Premises or the doors (or related glass and finish work) leading to the Premises, or subject to Section 10.5, any condition in the Premises or the Building caused by any act or neglect of Tenant, its invitees or contractors. Landlord shall repair, replace when necessary (as reasonably determined by Landlord) also keep and maintain the structural portions Parking Garage and all Common Facilities in a good and clean working 41 order, condition and repair, free of snow and accumulation of dirt and rubbish and with reasonable treatment of ice on driveways and pedestrian walkways, and shall keep, maintain, and repair all landscaped areas on the Property in a neat and orderly condition. Subject to the terms and conditions of this Lease, Landlord shall be responsible for the maintenance, replacement and repair of Laboratory Systems only to the portion of the roof (specifically excluding valve or cap for such system on each floor that connects to and exclusively services the roof membrane and the roof covering, the repair and/or replacement of which shall be treated as an Expense), the foundation, footings, floor slab and load-bearing walls and exterior walls of the Building (excluding Premises; Tenant hereby agreeing that any glass and any routine maintenance, including, without limitation, any painting, sealing, patching and waterproofing such portion of such walls, repair, system that extends from the maintenance point of which shall be treated as an Expense), uninsured losses such valve or cap connection on each floor to and damages caused by Tenant or Tenant’s Agents excluded. Any losses and damages caused by Tenant or any Tenant Agent shall be repaired by Landlord, to the extent not covered by insurance, at Tenant’s sole cost and expense. Landlord reserves the right to stop Building Systems services when necessary (i) by reason of accident or emergency, or (ii) for planned repairs, alterations or improvements, which are, in the reasonable judgment of Landlord, desirable or necessary to Premises shall not be made, until said repairs, alterations or improvements shall have been completedconsidered a Laboratory System. Landlord shall have no responsibility not be responsible to maintain or liability make any improvements or repairs to the Building other than as expressly in this Section 7.1 provided, unless expressly provided otherwise in this Lease. Landlord shall be responsible for failure the repair and maintenance of any base Building HVAC (as hereinafter defined), subject to supply Building Systems services during any such period of interruptionexpense being properly includable as an Operating Expense; provided, however, that Landlord shall, except in case of emergency, give Tenant not less than five (5) business days’ advance notice of any planned stoppage of Building Systems services for routine and planned maintenance, repairs, alterations the costs otherwise covered under HVAC warranty or improvements. Tenant shall promptly give Landlord written notice of any repair required by Landlord pursuant to this section, after which Landlord shall make a commercially reasonable effort to effect such repair within five (5) business days, or, where the repair cannot reasonably be completed within five (5) business days, as soon as reasonably possible thereafter. Landlord insurance shall not be liable for any failure to make any repairs or to perform any maintenance unless such failure shall persist for included as an unreasonable time after the time periods set forth herein. Tenant waives its rights under any state or local law to terminate this Lease or to make such repairs at Landlord’s expense and agrees that the parties’ respective rights with respect to such matters shall be solely as set forth herein. Repairs required as the result of fire, earthquake, flood, vandalism, war, or similar cause of damage or destruction shall be controlled by Paragraph 21. Notwithstanding anything to the contrary contained in the Lease, commencing on the Assumption Date, to the extent that Landlord performs or is required to perform any capital repairs, replacements or improvements for the Project, whether to comply with Law, with any obligation imposed on Landlord pursuant to this Lease or at Landlord’s election, Tenant shall be responsible as part of Expenses for its Proportionate Share of the cost of such capital repairs, replacements and improvements amortized over the useful life (as reasonably determined by Landlord taking into account relevant real estate accounting principles, consistently applied, including, without limitation, the hours of operation of the Building and its use for laboratory/office purposes) of such capital items. Tenant shall pay Tenant’s Proportionate Share of such amortized costs for each month after such capital repairs, replacements or improvements are completed until the first to occur of the expiration of the Term (as it may be extended) or the end of the period over which such costs are amortizedOperating Expense.

Landlord Repairs. With reasonable promptness after discovering any damage to the Premises (other than trade fixtures), or to the Common Areas necessary for access to the Premises, resulting from any fire or other casualty (a “Casualty”), Landlord shall notify Tenant of Landlord’s reasonable estimate of the time required to substantially complete repair of such damage (the “Landlord Repairs”), If, according to such estimate (“Completion Estimate”), the Landlord Repairs cannot be substantially completed within 270 days after they are commenced (or, if the Casualty has occurred during the last 12 months of the Term, within such number of days equal to 20% of the balance of the Term remaining on the date of the Casualty), then either party may terminate this Lease upon 60 days’ notice to the other party delivered within 10 days after Landlord’s delivery of such Completion Estimate. Within 90 days after discovering any damage to the Project resulting from any Casualty, Landlord may, whether or not the Premises is affected, terminate this Lease by notifying Tenant if (i) any Security Holder terminates any ground lease or requires that any insurance proceeds be used to pay any mortgage debt; (ii) any damage to Landlord’s property is not fully covered by Landlord’s insurance policies, less deductibles; (iii) Landlord decides to rebuild the Building or Common Areas so that it or they will be substantially different structurally or architecturally; or (iv) any owner, other than Landlord, as an Expenseof any damaged portion of the Project does not intend to repair such damage. If this Lease is not terminated pursuant to this Section 11, Landlord shall repairpromptly and diligently perform the Landlord Repairs, replace subject to reasonable delays for insurance adjustment and other events of Force Majeure. The Landlord Repairs shall restore the Premises (other than trade fixtures) and the Common Areas necessary for access to the Premises to substantially the same condition that existed when necessary the Casualty occurred, except for (as reasonably determined a) any modifications required by Law or any Security Holder, and (b) any modifications to the Common Areas that are deemed desirable by Landlord) and maintain in good repair , are consistent with the exterior of the Building (including exterior doors), parking, landscaping, exterior lighting, roof membrane, roof covering and all other Common Areas character of the Project, including HVACand do not materially impair access to the Premises. Notwithstanding Section 10.4, plumbing, fire sprinklers, elevators, fire safety equipment, sewer and septic systems, the Emergency Generator and Tenant shall assign to Landlord (or its designee) all other building systems serving the Premises and other portions of the Project (“Building Systems”), uninsured losses and damages caused by Tenant, or by any of insurance proceeds payable to Tenant under Tenant’s Agents excluded. Landlord, at Landlord’s sole cost without right of reimbursement from Tenant, shall repair, replace when necessary (as reasonably determined by Landlord) and maintain the structural portions of the roof (specifically excluding the roof membrane and the roof covering, the repair and/or replacement of which shall be treated as an Expense), the foundation, footings, floor slab and load-bearing walls and exterior walls of the Building (excluding any glass and any routine maintenance, including, without limitation, any painting, sealing, patching and waterproofing of such walls, repair, the maintenance of which shall be treated as an Expense), uninsured losses and damages caused by Tenant or Tenant’s Agents excluded. Any losses and damages caused by Tenant or any Tenant Agent shall be repaired by Landlord, to the extent not covered by insurance, at Tenant’s sole cost and expense. Landlord reserves the right to stop Building Systems services when necessary (i) by reason of accident or emergency, or (ii) for planned repairs, alterations or improvements, which are, in the reasonable judgment of Landlord, desirable or necessary to be made, until said repairs, alterations or improvements shall have been completed. Landlord shall have no responsibility or liability for failure to supply Building Systems services during any such period of interruption; provided, however, that Landlord shall, except in case of emergency, give Tenant not less than five (5) business days’ advance notice of any planned stoppage of Building Systems services for routine and planned maintenance, repairs, alterations or improvements. Tenant shall promptly give Landlord written notice of any repair insurance required by Landlord pursuant to this section, after which Landlord shall make a commercially reasonable effort to effect such repair within five (5) business days, or, where the repair cannot reasonably be completed within five (5) business days, as soon as reasonably possible thereafter. Landlord shall not be liable for any failure to make any repairs or to perform any maintenance unless such failure shall persist for an unreasonable time after the time periods set forth herein. Tenant waives its rights under any state or local law to terminate this Lease or to make such repairs at Landlord’s expense and agrees that the parties’ respective rights Section 10.2 with respect to such matters shall be solely as set forth herein. Repairs required as any Tenant-insured Improvements, and if the result estimated or actual cost of fire, earthquake, flood, vandalism, war, or similar cause of damage or destruction shall be controlled restoring any Tenant-Insured Improvements exceeds the insurance proceeds received by Paragraph 21. Notwithstanding anything to the contrary contained in the Lease, commencing on the Assumption Date, to the extent that Landlord performs or is required to perform any capital repairs, replacements or improvements for the Project, whether to comply with Law, with any obligation imposed on Landlord pursuant to this Lease or at Landlordfrom Tenant’s electioninsurance carrier, Tenant shall be responsible as part of Expenses for its Proportionate Share of the cost of pay such capital repairs, replacements and improvements amortized over the useful life (as reasonably determined by excess to Landlord taking into account relevant real estate accounting principles, consistently applied, including, without limitation, the hours of operation of the Building and its use for laboratory/office purposes) of such capital items. Tenant shall pay Tenantwithin 15 days after Landlord’s Proportionate Share of such amortized costs for each month after such capital repairs, replacements or improvements are completed until the first to occur of the expiration of the Term (as it may be extended) or the end of the period over which such costs are amortizeddemand.

Landlord Repairs. LandlordLandlord shall maintain, as an Expense, shall repair, replace when necessary (as reasonably determined by Landlord) and maintain in good condition, the Common Areas, the foundations, exterior walls and roof of the Building, all window frames and windows, all structural elements of the Building, and the Building plumbing (excluding plumbing which Tenant is required to repair pursuant to Article 5.1), heating, ventilating or air conditioning and the exterior Building water, sewer and electrical distribution systems. Landlord shall not be in breach of its obligation to make any repairs or replacements hereunder until the expiration of thirty (30) days following written notice from Tenant to Landlord of the need therefor. Except as provided in Articles 10, 12.3 and 19.1 hereof, there shall be no allowance to Tenant for a diminution of rental value, and no liability on the part of Landlord by reason of inconvenience, annoyance or injury to business arising from the making of, or the failure to make, any repairs, alterations, decorations, additions or improvements in or to any portion of the Building (including exterior doors), parking, landscaping, exterior lighting, roof membrane, roof covering and all other Common Areas or any of the Projectareas used in connection with the operation thereof, including HVACor the Demised Premises, plumbingor in or to fixtures, fire sprinklers, elevators, fire safety appurtenances or equipment, sewer and septic systems, the Emergency Generator and all other building systems serving the Premises and other portions of the Project (“Building Systems”), uninsured losses and damages caused by Tenant, or by any of Tenant’s Agents excluded. Landlord, at Landlord’s sole cost without right of reimbursement from Tenant, shall repair, replace when necessary (as reasonably determined by Landlord) and maintain the structural portions reason of the roof (specifically excluding the roof membrane and the roof covering, the repair and/or replacement act or neglect of which shall be treated as an Expense), the foundation, footings, floor slab and load-bearing walls and exterior walls of the Building (excluding any glass and any routine maintenance, including, without limitation, any painting, sealing, patching and waterproofing of such walls, repair, the maintenance of which shall be treated as an Expense), uninsured losses and damages caused by Tenant or Tenant’s Agents excluded. Any losses and damages caused by Tenant or any Tenant Agent other tenant or occupant of the Building; and in no event shall Landlord be repaired by Landlord, responsible for any consequential damages arising or alleged to have arisen from any of the extent not covered by insurance, at Tenant’s sole cost and expense. Landlord reserves the right to stop Building Systems services when necessary (i) by reason of accident or emergency, or (ii) for planned repairs, alterations or improvements, which are, in the reasonable judgment of Landlord, desirable or necessary to be made, until said repairs, alterations or improvements shall have been completed. Landlord shall have no responsibility or liability for failure to supply Building Systems services during any such period of interruptionforegoing matters; provided, however, that Landlord shallin the event the Demised Premises (or a portion thereof) are rendered unusable due to any such repair work by Landlord, except in case Landlord's agents, employees, contractors or third parties performing such repair work at the Building or Site, then one (1) day of emergency, give Tenant not less than five Base Monthly Rent (5or portion thereof according to the part of the Demised Premises rendered unusable) business days’ advance notice of any planned stoppage of Building Systems services shall be abated for routine and planned maintenance, repairs, alterations every day the Demised Premises (or improvementsportion thereof) are rendered unusable. Tenant shall promptly give Landlord written notice hereby waives all rights under the provisions of any repair required by Landlord pursuant to this sectionSections 1932, after which Landlord shall make a commercially reasonable effort to effect such repair within five (5) business days1933, or, where 1941 and 1942 of the repair cannot reasonably be completed within five (5) business days, as soon as reasonably possible thereafter. Landlord shall not be liable for any failure to make any repairs or to perform any maintenance unless such failure shall persist for an unreasonable time after Civil Code of the time periods set forth herein. Tenant waives its State of California and all rights under any state law in existence during the term of this Lease authorizing a tenant to make repairs at the expense of a landlord or local law to terminate this Lease a lease upon the complete or to make such repairs at Landlord’s expense and agrees that partial destruction of the parties’ respective rights with respect to such matters shall be solely as set forth herein. Repairs required as the result of fireleased premises; provided, earthquake, flood, vandalism, war, or similar cause of damage or destruction shall be controlled by Paragraph 21. Notwithstanding anything to the contrary contained in the Lease, commencing on the Assumption Date, to the extent that Landlord performs or is required to perform any capital repairs, replacements or improvements for the Project, whether to comply with Law, with any obligation imposed on Landlord pursuant to this Lease or at Landlord’s electionhowever, Tenant shall be responsible as part of Expenses for its Proportionate Share of the cost of such capital repairs, replacements and improvements amortized over the useful life (as reasonably determined by Landlord taking into account relevant real estate accounting principles, consistently applied, including, without limitation, the hours of operation of the Building and its use for laboratory/office purposes) of such capital items. Tenant shall pay Tenant’s Proportionate Share of such amortized costs for each month after such capital repairs, replacements or improvements are completed until the first to occur of the expiration of the Term (as it may be extended) or the end of the period over which such costs are amortizedhave those rights expressly set forth in this Lease.

Landlord Repairs. LandlordLandlord may, as an Expensebut shall not be required so to do, shall enter the Premises at all reasonable times, upon reasonable prior oral notice (except in case of emergency), to make any repairs, alterations, improvements or additions necessary for the safety, maintenance, repair, replace when necessary preservation or improvement of the Building, or as Landlord may be required or requested to do by the Village of Bedford Park, by the order or decree of any court or by any other proper authority or as a result of the requirements of any other tenant or occupant of the Building. In the event Landlord or its agents or contractors shall elect or be required to make repairs, alterations, improvements or additions to the Premises or the Building, Landlord shall be allowed to take into and upon the Premises all material that may be required to make such repairs, alterations, improvements or additions and, during the continuance of any of said work, to temporarily close doors, entryways, public space and corridors in the Building and to interrupt or temporarily suspend any services and facilities without being deemed or held liable for damages to Tenant's property, business or person, and the Rent reserved herein shall in no way abate while said repairs, alterations, improvements or additions are xxxxx made, unless and to the extent the Premises or any portion thereof become untenantable or such repairs, alterations, improvements or additions unreasonably interfere with Tenant's ability to gain access to or conduct its business in the Premises, but in no event shall Tenant be entitled to maintain any set-off or counterclaim for damages of any kind against Landlord by reason thereof. Landlord may, at its option, make all such repairs, alterations, improvements or additions in and about the Building and the Premises during ordinary business hours, but if Tenant desires to have the same done at any other time, Tenant shall pay for all overtime and additional expenses resulting thereof. Nothing contained in this Paragraph B shall be construed as requiring Landlord to keep (i) the common elements, such as reasonably determined entrances, stairways, lobbies, washrooms or corridors of the Building, (ii) any landscaped areas outside the Building, (iii) any other areas, facilities or appurtenances from time to time provided for use in common by LandlordTenant and other tenants or occupants of the Building, (iv) and maintain in good repair the structure or exterior portions of the Building or (v) the utility systems of the Building (including exterior doors)mechanical, parking, landscaping, exterior lighting, roof membrane, roof covering and all other Common Areas of the Project, including HVACelectrical, plumbing, elevator, life safety or fire sprinklersprotection) in any particular state of repair or condition, elevators, fire safety equipment, sewer and septic systems, but if Tenant shall at any time be reasonably dissatisfied with respect to the Emergency Generator and all other building systems serving the Premises and other portions state of repair or condition of any of the Project (“Building Systems”)same, uninsured losses and damages caused by Tenantthen Tenant shall notify Landlord specifying its objection to the same and, or by any of Tenant’s Agents excluded. Landlord, at Landlord’s sole cost without right of reimbursement from Tenant, if Landlord shall repair, replace when necessary (as reasonably determined by Landlord) and maintain not have corrected the structural portions of the roof (specifically excluding the roof membrane and the roof covering, the repair and/or replacement of which shall be treated as an Expense), the foundation, footings, floor slab and load-bearing walls and exterior walls of the Building (excluding any glass and any routine maintenance, including, without limitation, any painting, sealing, patching and waterproofing source of such walls, repair, the maintenance of which shall be treated as an Expense), uninsured losses and damages caused by Tenant or Tenant’s Agents excluded. Any losses and damages caused by Tenant or any Tenant Agent shall be repaired by Landlord, to the extent not covered by insurance, at Tenant’s sole cost and expense. Landlord reserves the right to stop Building Systems services when necessary objections within thirty (i30) by reason of accident or emergency, or (ii) for planned repairs, alterations or improvements, which are, in the reasonable judgment of Landlord, desirable or necessary to be made, until said repairs, alterations or improvements shall have been completed. Landlord shall have no responsibility or liability for failure to supply Building Systems services during any days after such period of interruption; provided, however, that Landlord shall, except in case of emergency, give Tenant not less than five (5) business days’ advance notice of any planned stoppage of Building Systems services for routine and planned maintenancethe same, repairs, alterations or improvements. then Tenant shall promptly give Landlord written notice of any repair required by Landlord pursuant to this section, after which Landlord shall make a commercially reasonable effort to effect such repair within five (5) business days, or, where have the repair cannot reasonably be completed within five (5) business days, as soon as reasonably possible thereafter. Landlord shall not be liable for any failure to make any repairs or to perform any maintenance unless such failure shall persist for an unreasonable time after the time periods set forth herein. Tenant waives its rights under any state or local law right to terminate this Lease or upon not less than ten (10) days notice to make such repairs at Landlord’s expense Landlord as Tenant's sole and agrees that the parties’ respective rights with respect to such matters shall be solely as set forth herein. Repairs required as the result of fire, earthquake, flood, vandalism, war, or similar cause of damage or destruction shall be controlled by Paragraph 21. Notwithstanding anything to the contrary contained in the Lease, commencing on the Assumption Date, to the extent that Landlord performs or is required to perform any capital repairs, replacements or improvements for the Project, whether to comply with Law, with any obligation imposed on Landlord pursuant to this Lease or at Landlord’s election, Tenant shall be responsible as part of Expenses for its Proportionate Share of the cost of such capital repairs, replacements and improvements amortized over the useful life (as reasonably determined by Landlord taking into account relevant real estate accounting principles, consistently applied, including, without limitation, the hours of operation of the Building and its use for laboratory/office purposes) of such capital items. Tenant shall pay Tenant’s Proportionate Share of such amortized costs for each month after such capital repairs, replacements or improvements are completed until the first to occur of the expiration of the Term (as it may be extended) or the end of the period over which such costs are amortizedexclusive remedy.

Landlord Repairs. LandlordLandlord shall make all necessary structural repairs to the Building, as an Expensewell as all repairs and adjustments which may be reasonably requested by Tenant and which Landlord shall determine may be needed to the mechanical, shall repairHVAC, replace when necessary (as reasonably determined by Landlord) electrical and maintain in good repair the exterior of the Building plumbing systems (including exterior doors), parking, landscaping, exterior lighting, roof membrane, roof covering VAV boxes and all other Common Areas of the Project, including HVAC, plumbing, fire sprinklers, elevators, fire safety equipment, sewer their associated thermostats) in and septic systems, the Emergency Generator and all other building systems serving servicing the Premises and other portions all repairs to exterior windows. In the event that any such repair is required by reason of the Project (“Building Systems”)negligence or abuse of Tenant or its agents, uninsured losses employees, invitees or of any other person using the Premises with Tenant's consent, express or implied, Landlord may make the repair and damages caused charge Tenant for the costs thereof plus interest thereon at the Lease Interest Rate computed from the date such costs are incurred by Landlord until paid, which costs and interest shall be due and payable following completion of the repairs with the next installment of Minimum Rent thereafter due. Any repairs to any non-building standard fixtures or other improvements installed or made by or at the request of Tenant requiring maintenance or repairs of a type or nature not customarily provided by Landlord to office tenants of the Building, and necessary replacements of non-building standard fixtures or improvements, shall be made by Landlord at Tenant's expense or, or at Landlord's election, by any of Tenant’s Agents excluded. contractors engaged by Tenant and approved by Landlord, at Landlord’s sole cost without right of reimbursement from Tenant, shall repair, replace when necessary (as reasonably determined by Landlord) and maintain the structural portions of the roof (specifically excluding the roof membrane and the roof covering, the repair and/or replacement of which shall be treated as an Expense), the foundation, footings, floor slab and load-bearing walls and exterior walls of the Building (excluding any glass and any routine maintenance, including, without limitation, any painting, sealing, patching and waterproofing of such walls, repair, the maintenance of which shall be treated as an Expense), uninsured losses and damages caused by Tenant or Tenant’s Agents excluded. Any losses and damages caused by Tenant or any Tenant Agent shall be repaired by Landlord, to the extent not covered by insurance, at Tenant’s sole cost and 's expense. Landlord reserves Notwithstanding the right to stop Building Systems services when necessary (i) by reason of accident or emergencyforegoing, or (ii) for planned repairs, alterations or improvements, which are, in the reasonable judgment of Landlord, desirable or necessary to be made, until said repairs, alterations or improvements shall have been completed. Landlord shall have no responsibility or liability for failure to supply Building Systems services during any such period of interruption; provided, however, that Landlord shall, except in case of emergency, give Tenant not less than five (5) business days’ advance notice of any planned stoppage of Building Systems services for routine and planned maintenance, repairs, alterations or improvements. Tenant shall promptly give Landlord written notice of any repair required by Landlord pursuant to this section, after which Landlord shall make a commercially reasonable effort to effect such repair within five (5) business days, or, where the repair cannot reasonably be completed within five (5) business days, as soon as reasonably possible thereafter. Landlord shall not be liable responsible for any failure to make any HVAC repairs or to perform adjustments during any maintenance unless such failure shall persist for an unreasonable period of time after when the time periods set forth herein. Tenant waives its rights HVAC system is under any state or local law to terminate this Lease or to make such repairs at Landlord’s expense and agrees that the parties’ respective rights with respect to such matters shall be solely as set forth herein. Repairs required as the result of fire, earthquake, flood, vandalism, war, or similar cause of damage or destruction shall be controlled by Paragraph 21. Notwithstanding anything to the contrary contained in the Lease, commencing on the Assumption Date, to the extent that Landlord performs or is required to perform any capital repairs, replacements or improvements for the Project, whether to comply with Law, with any obligation imposed on Landlord pursuant to this Lease or at Landlord’s election, Tenant shall be responsible as part of Expenses for its Proportionate Share of the cost of such capital repairs, replacements and improvements amortized over the useful life (as reasonably determined by Landlord taking into account relevant real estate accounting principles, consistently applied, including, without limitation, the hours of operation of the Building and its use for laboratory/office purposes) of such capital items. Tenant shall pay Tenant’s Proportionate Share of such amortized costs for each month after such capital repairs, replacements or improvements are completed until the first to occur of the expiration of the Term (as it may be extended) or the end of the period over which such costs are amortizedwarranty.

Landlord Repairs. LandlordExcept in the case of damage by casualty as described in Section 4.05 below, and except as required to be repaired and maintained by Tenant under Section 4.01 above, Landlord shall, as an Expensea part of Operating Expenses, shall repair, replace when necessary (as reasonably determined by Landlordi) maintain and maintain in good repair the foundations, roof and exterior walls (excluding store fronts, plate glass windows and window frames, doors and door frames, docks, dock doors and dock levelers, and the interior of walls, all of which shall be the sole responsibility of Tenant) of the Building and the common areas and facilities for the furnishing of various utilities (including exterior doors), parking, landscaping, exterior lighting, roof membrane, roof covering and all other Common Areas except to the extent that the same are the obligation of any public utility company or of any tenant in the Project, including HVACTenant); and (ii) clean, plumbing, fire sprinklers, elevators, fire safety equipment, sewer and septic systems, the Emergency Generator and all other building systems serving the Premises and other portions of the Project (“Building Systems”), uninsured losses and damages caused by Tenant, or by any of Tenant’s Agents excluded. Landlord, at Landlord’s sole cost without right of reimbursement from Tenant, shall repair, replace when necessary (as reasonably determined by Landlord) and maintain the structural portions of the roof (specifically excluding the roof membrane and the roof covering, the repair and/or replacement of which shall be treated as an Expense), the foundation, footings, floor slab and load-bearing walls and exterior walls of the Building (excluding any glass and any routine maintenance, including, without limitation, any painting, sealing, patching and waterproofing of such wallslandscape, repair, maintain, and replace the maintenance Common Areas, and keep same reasonably free of which shall snow, ice and other obstructions. Landlord will not be treated as an Expense)required to make any repair necessitated by reason of any act or omission of Tenant, uninsured losses and damages Tenant's Agents, or anyone claiming under Tenant or caused by any alteration, addition or improvement made by Tenant or Tenant’s Agents excluded. Any losses anyone claiming under Tenant and damages caused if Landlord does make any such repairs, Tenant will reimburse to Landlord the cost incurred by Landlord in so doing as Additional Rent with the monthly installment of Base Rent first due after Landlord bills Tenant or any Tenant Agent shall be repaired by Landlord, to the extent not covered by insurance, at Tenant’s sole cost and expensefor such costs. Landlord reserves the right will have no liability to stop Building Systems services when necessary (i) by reason of accident or emergency, or (ii) Tenant for planned failure to make repairs, alterations or improvements, which are, in the reasonable judgment of Landlord, desirable or necessary to be made, until said repairs, alterations or improvements shall have been completed. Landlord shall have be under no responsibility or liability for failure or interruption in the services set forth in (ii) above, nor in any event for any indirect or consequential damages. Failure or omission on the part of Landlord to supply Building Systems services during any furnish such period of interruption; provided, however, that Landlord shall, except in case of emergency, give Tenant not less than five (5) business days’ advance notice of any planned stoppage of Building Systems services for routine and planned maintenance, repairs, alterations or improvements. Tenant shall promptly give Landlord written notice of any repair required by Landlord pursuant to this section, after which Landlord shall make a commercially reasonable effort to effect such repair within five (5) business days, or, where the repair cannot reasonably be completed within five (5) business days, as soon as reasonably possible thereafter. Landlord service shall not be construed as an eviction of Tenant, nor work an abatement of Rent, nor render Landlord liable for in damages, nor release Tenant from prompt fulfillment of any failure to make any repairs or to perform any maintenance unless such failure shall persist for an unreasonable time after the time periods set forth herein. Tenant waives its rights under any state or local law to terminate this Lease or to make such repairs at Landlord’s expense and agrees that the parties’ respective rights with respect to such matters shall be solely as set forth herein. Repairs required as the result of fire, earthquake, flood, vandalism, war, or similar cause of damage or destruction shall be controlled by Paragraph 21. Notwithstanding anything to the contrary contained in the Lease, commencing on the Assumption Date, to the extent that Landlord performs or is required to perform any capital repairs, replacements or improvements for the Project, whether to comply with Law, with any obligation imposed on Landlord pursuant to this Lease or at Landlord’s election, Tenant shall be responsible as part of Expenses for its Proportionate Share of the cost of such capital repairs, replacements and improvements amortized over the useful life (as reasonably determined by Landlord taking into account relevant real estate accounting principles, consistently applied, including, without limitation, the hours of operation of the Building and its use for laboratory/office purposes) of such capital items. Tenant shall pay Tenant’s Proportionate Share of such amortized costs for each month after such capital repairs, replacements or improvements are completed until the first to occur of the expiration of the Term (as it may be extended) or the end of the period over which such costs are amortizedcovenants under this Lease.

Landlord Repairs. LandlordLandlord shall be responsible for performing all maintenance, as an Expenserepairs or replacements of (i) Building-wide mechanical systems, shall repairincluding electrical (to the connection with the circuit breakers for the Premises), replace when necessary plumbing (as reasonably determined to the point where the Building plumbing system ties into any plumbing located in the Premises), water (except any alterations or additions to such system made by LandlordTenant), sanitary sewer, heating, ventilating and air conditioning, including chilled water (but not any supplemental heating, ventilating and air conditioning unit servicing the Premises), telephone (to the main point of entry for the Premises) and maintain in good life safety systems (all such systems are hereafter referred to as “Building Systems”); provided, however, Landlord shall not be responsible for maintenance, repair or replacement of any alteration made to the exterior Building Systems as part of the Building Tenant Work or any alterations made by Tenant; (including exterior doors)ii) the roof, parkingstructural components of the Building, landscapingfoundation, exterior lightingsupport columns, roof membranewindows, roof covering window frames and all other Common Areas exterior and common area glass; (iii) the restrooms; and (iv) the common areas of the Project, including HVAC, plumbing, fire sprinklers, elevators, fire safety equipment, sewer and septic systems, the Emergency Generator and all other building systems serving the Premises and other portions of the Project (“Building Systems”), uninsured losses and damages caused by Tenant, or by any of Tenant’s Agents excluded. Landlord, at Landlord’s sole cost without right of reimbursement from Tenant, shall repair, replace when necessary (as reasonably determined by Landlord) and maintain the structural portions of the roof (specifically excluding the roof membrane and the roof covering, the repair and/or replacement of which shall be treated as an Expense), the foundation, footings, floor slab and load-bearing walls and exterior walls of the Building (excluding any glass and any routine maintenance, including, without limitation, the parking structure, landscaping, walkways, common entrances, corridors, windows, loading docks, stairways and similar facilities. If the need for any paintingrepairs or maintenance to any of the foregoing is made necessary by the negligence or willful misconduct of Tenant, sealingits employees, patching and waterproofing agents, or contractors, or visitors, guests, invitees or licensees, then Tenant shall pay Landlord the cost of such walls, repair, the maintenance of which shall be treated as an Expense), uninsured losses and damages caused by Tenant or Tenant’s Agents excluded. Any losses and damages caused by Tenant or any Tenant Agent shall be repaired by Landlord, to the extent not covered by insurance, at Tenant’s sole cost and expense. Landlord reserves the right to stop Building Systems services when necessary (i) by reason of accident or emergency, or (ii) for planned repairs, alterations or improvements, which are, in the reasonable judgment of Landlord, desirable or necessary to be made, until said repairs, alterations or improvements shall have been completed. Landlord shall have no responsibility or liability for failure to supply Building Systems services during any such period of interruption; provided, however, that Landlord shall, except in case of emergency, give Tenant not less than replacement within five (5) business days’ advance notice days after receipt of any planned stoppage of Building Systems services Landlord’s invoice therefor. Except for routine and planned maintenance, repairsrepairs or replacement made necessary by the negligence or willful misconduct of Tenant, alterations its employees, agents or improvements. Tenant shall promptly give Landlord written notice of any repair required contractors, or visitors, guests, invitees or licensees, as provided in this Article 9.2, all costs incurred by Landlord pursuant to this section, after which Landlord shall make a commercially reasonable effort to effect such repair within five (5) business days, or, where the repair cannot reasonably be completed within five (5) business days, as soon as reasonably possible thereafter. Landlord shall not be liable for any failure to make any repairs or to perform any maintenance unless such failure shall persist for an unreasonable time after the time periods set forth herein. Tenant waives its rights under any state or local law to terminate this Lease or to make such repairs at Landlord’s expense and agrees that the parties’ respective rights with respect to such matters Article 9.2 shall be solely as set forth herein. Repairs required as the result of fire, earthquake, flood, vandalism, war, or similar cause of damage or destruction shall be controlled by Paragraph 21. Notwithstanding anything to the contrary contained in the Lease, commencing on the Assumption Date, to the extent that Landlord performs or is required to perform any capital repairs, replacements or improvements for the Project, whether to comply with Law, with any obligation imposed on Landlord pursuant to this Lease or at Landlord’s election, Tenant shall be responsible as part of Expenses for its Proportionate Share of the cost of such capital repairs, replacements and improvements amortized over the useful life (as reasonably determined by Landlord taking into account relevant real estate accounting principles, consistently applied, including, without limitation, the hours of operation of the Building and its use for laboratory/office purposes) of such capital items. Tenant shall pay Tenant’s Proportionate Share of such amortized costs for each month after such capital repairs, replacements or improvements are completed until the first to occur of the expiration of the Term (as it may be extended) or the end of the period over which such costs are amortizedOperating Costs.

Landlord Repairs. LandlordLandlord shall not be required to make any improvements, replacements or repairs of any kind or character to the Premises or the Building during the term of this Lease except as an Expenseare set forth in this Section. Landlord shall maintain only the roof, shall repairfoundation, replace when necessary (as reasonably determined by Landlord) parking and maintain in good repair common areas, the structural soundness of the exterior walls, doors, corridors and other structures serving the Premises, provided that Landlord's cost of maintaining, replacing and repairing the items set forth in this Section are operating expenses subject to the additional rent provisions in Section 2.2 and 2.3. Landlord shall not be liable to Tenant, except as expressly provided in this Lease, for any damage or inconvenience and Tenant shall not be entitled to any abatement or reduction of rent by reason of any repairs, alterations or additions made by Landlord under this Lease. Landlord hereby represents, warrants and covenants to the Tenant that the Building (including exterior doorsany common areas and the Premises, including the Landlord's Work) has been or will be erected, installed, constructed, completed and operated in a good and workmanlike first­ class manner, structurally sound and free of latent defects, in accordance with all applicable laws as of the Commencement Date. Landlord shall be responsible for compliance of the Premises (including the Landlord's Work), parkingthe common areas, landscaping, exterior lighting, roof membrane, roof covering and all other Common Areas of the Project, including HVAC, plumbing, fire sprinklers, elevators, fire safety equipment, sewer and septic systems, the Emergency Generator and all other building systems serving the Premises and other portions of the Project Building and the Property with all plans, specifications, codes and laws governing, as of the Commencement Date, life/fire safety, physical handicap, earthquake safety, environmental issues and the Americans with Disabilities Act (“Building Systems”the "ADA"). If the Premises (including the Landlord's Work), uninsured losses and damages caused by Tenant, or by any of Tenant’s Agents excluded. Landlord, at Landlord’s sole cost without right of reimbursement from Tenant, shall repair, replace when necessary (as reasonably determined by Landlord) and maintain the structural other portions of the roof (specifically excluding Building or the roof membrane and Property are found to be in noncompliance, Landlord shall promptly remedy the roof covering, the repair and/or replacement of which shall be treated as an Expense), the foundation, footings, floor slab and load-bearing walls and exterior walls of the Building (excluding any glass and any routine maintenance, including, without limitation, any painting, sealing, patching and waterproofing of such walls, repair, the maintenance of which shall be treated as an Expense), uninsured losses and damages caused by Tenant or Tenant’s Agents excluded. Any losses and damages caused by Tenant or any Tenant Agent shall be repaired by violation at Landlord, to the extent not covered by insurance, at Tenant’s 's sole cost and expense. Landlord reserves the right to stop Building Systems services when necessary (i) by reason of accident shall promptly cure at its sole cost and expense any omission or emergency, or (ii) for planned repairs, alterations or improvements, which are, defects in the reasonable judgment Premises or the Building that were not known or readily discoverable upon acceptance of Landlordpossession, desirable or necessary to be made, until said repairs, alterations or improvements and thereafter shall have been completedremain liable for any latent defects in the Premises and the Building. Landlord shall have no responsibility or liability for failure to supply Building Systems services during any such period of interruption; providedpromptly, however, that Landlord shall, except in case of emergency, give Tenant not less than five (5) business days’ advance notice of any planned stoppage of Building Systems services for routine and planned maintenance, repairs, alterations or improvements. Tenant shall promptly give Landlord after receiving written notice of thereof by Tenant, correct any repair required by Landlord pursuant to this section, after which Landlord shall make a commercially reasonable effort to effect and all such repair within five (5) business days, or, where the repair cannot reasonably be completed within five (5) business days, as soon as reasonably possible thereafter. Landlord shall not be liable for any failure to make any repairs defects or to perform any maintenance unless such failure shall persist for an unreasonable time after the time periods set forth herein. Tenant waives its rights under any state or local law to terminate this Lease or to make such repairs omission at Landlord’s expense 's sole cost and agrees expense. Prior to the Commencement Date, Landlord will certify that the parties’ respective rights with respect to such matters shall be solely as set forth hereinHVAC system (including all applicable HVAC equipment) serving the Premises, the plumbing and the electrical systems are in proper working condition. Repairs required as During the result term of fire, earthquake, flood, vandalism, war, or similar cause of damage or destruction shall be controlled by Paragraph 21. Notwithstanding anything to the contrary contained in the this Lease, commencing on the Assumption Date, to the extent that Landlord performs or is required to perform any capital repairs, replacements or improvements for the Project, whether to comply with Law, with any obligation imposed on Landlord pursuant to this Lease or at Landlord’s election, Tenant shall be responsible obligated to enter into a preventative maintenance contract with a reputable mechanical company licensed to do business in the State in which the Premises are located (the "HVAC Contractor") for the purpose of performing no less than semi-annual maintenance repairs on all HVAC equipment serving the Premises, it being understood and agreed that such preventative maintenance contract shall be consistent and comparable to industry standards for buildings which are comparable to the building of which the Premises are a part. Notwithstanding the foregoing, so long as the Tenant complies with its obligations with respect to the preventative maintenance contract with respect to the HVAC system, in the event, at any time during the term of this Lease, the HVAC Contractor determines that one or more HVAC systems (or any HVAC equipment related thereto) must be replaced, Landlord, at Landlord's sole cost and expense, shall be obligated to replace (and install) such HVAC system (or applicable HVAC equipment), it being specifically understood and agreed that in no event shall the costs incurred by Landlord be passed through or included as part of Expenses operating expenses. It is further understood that once Landlord properly replaces and installs any new HVAC equipment in accordance with the manufacturer's specifications and in accordance with applicable laws and codes, Tenant shall be fully responsible for its Proportionate Share all repairs, maintenance and replacement of such new HVAC equipment for the duration of the cost of such capital repairs, replacements and improvements amortized over the useful life (as reasonably determined by Landlord taking into account relevant real estate accounting principles, consistently applied, including, without limitation, the hours of operation of the Building and its use for laboratory/office purposes) of such capital itemslease. Tenant shall pay Tenant’s Proportionate Share of such amortized costs for each month after such capital repairs, replacements or improvements are completed until the first to occur of the expiration of the Term (as it may be extended) or the end of the period over which such costs are amortized.41905151-2

Landlord Repairs. LandlordNotwithstanding anything contained herein to the contrary, as an ExpenseLandlord (and not Tenant), at its sole cost and expense, shall be responsible for the maintenance, repair, replace when necessary (as reasonably determined by Landlord) replacement and maintain in good repair the exterior restoration of the Building (including exterior doors), parking, landscapingfoundation, exterior lightingand interior load-bearing walls, parking lot structure, roof membrane, structure and roof covering and all other Common Areas tuckpointing of the ProjectPremises; provided, including HVAChowever, plumbingthat in the event that any such repair, fire sprinklersreplacement or restoration is necessitated by any or all of the matters set forth in Clauses 13.1(a), elevators(b), fire safety equipment(c) or (d) [collectively, sewer "Tenant Necessitated Repairs"], then (i) Landlord shall be obligated to make a good faith submission of an insurance claim under the appropriate insurance policy obtained by Landlord in connection with the Premises pursuant to Section 10.3 hereof for the damage or casualty necessitating such repair, replacement or restoration or any replacement occasioned by the acts, omissions, misuse or neglect described in Section 13.1, item (d) above if Landlord reasonably believes that such damage or casualty is covered by such insurance policy; provided, however, that Landlord shall not be obligated to appeal or litigate any denial of such claim, and septic systems, the Emergency Generator (ii) Tenant shall pay as Additional Rent any and all other building systems serving the Premises costs and other portions of the Project (“Building Systems”), uninsured losses and damages caused by Tenant, or by any of Tenant’s Agents excluded. Landlord, at Landlord’s sole cost without right of reimbursement from Tenant, shall repair, replace when necessary (as reasonably determined by Landlord) and maintain the structural portions of the roof (specifically excluding the roof membrane and the roof covering, the repair and/or replacement of which shall be treated as an Expense), the foundation, footings, floor slab and load-bearing walls and exterior walls of the Building (excluding any glass and any routine maintenanceexpenses that Landlord incurs in order to perform such Tenant Necessitated Repairs, including, without limitation, any paintinginsurance deductible and any portion of an insurance claim not paid by the applicable insurer, sealing, patching and waterproofing of such walls, repair, the maintenance of which reimbursement shall be treated as an Expense)paid, uninsured losses and damages caused by Tenant or Tenant’s Agents excluded. Any losses and damages caused by Tenant or any Tenant Agent shall be repaired by in full, within ten (10) days after Landlord, to the extent not covered by insurance, at Tenant’s sole cost and expense's delivery of demand therefor. Landlord reserves agrees to commence and complete the right to stop Building Systems services when necessary (i) by reason of accident or emergencymaintenance, or (ii) for planned repairs, alterations replacements or improvements, which are, restoration described in the this Section 13.3 within a reasonable judgment of Landlord, desirable or necessary to be made, until said repairs, alterations or improvements shall have been completed. Landlord shall have no responsibility or liability for failure to supply Building Systems services during any such period of interruptiontime after receiving notice of the need for such repairs; provided, however, that Landlord shall, except in case of emergency, give Tenant not less than five (5) business days’ advance notice of any planned stoppage of Building Systems services for routine and planned maintenance, repairs, alterations or improvements. Tenant Landlord's obligation under this Section 13.3 shall promptly give Landlord written notice of any repair required by Landlord pursuant accrue prior to this section, after which Landlord shall make a commercially reasonable effort to effect such repair within five (5) business days, or, where the repair cannot reasonably be completed within five (5) business days, as soon as reasonably possible thereafter. Landlord shall not be liable for any failure to make any repairs or to perform any maintenance unless such failure shall persist for an unreasonable time after the time periods set forth herein. Tenant waives its rights under any state or local law to terminate this Lease or to make such repairs at Landlord’s expense and agrees that the parties’ respective rights with respect to such matters shall be solely as set forth herein. Repairs required as the result of fire, earthquake, flood, vandalism, war, or similar cause of damage or destruction shall be controlled by Paragraph 21. Notwithstanding anything to the contrary contained in the Lease, commencing on the Assumption Date, to the extent that Landlord performs or is required to perform any capital repairs, replacements or improvements for the Project, whether to comply with Law, with any obligation imposed on Landlord pursuant to this Lease or at Landlord’s election, Tenant shall be responsible as part of Expenses for its Proportionate Share of the cost 's receipt of such capital repairs, replacements and improvements amortized over the useful life (as reasonably determined by Landlord taking into account relevant real estate accounting principles, consistently applied, including, without limitation, the hours of operation of the Building and its use for laboratory/office purposes) of such capital items. Tenant shall pay Tenant’s Proportionate Share of such amortized costs for each month after such capital repairs, replacements or improvements are completed until the first to occur of the expiration of the Term (as it may be extended) or the end of the period over which such costs are amortizednotice.

Landlord Repairs. LandlordNotwithstanding anything contrary herein, as an Expense, Landlord shall repair, replace when necessary (as reasonably determined by Landlord) and maintain in good repair restore all Common Areas and the foundation, exterior and interior load-bearing walls, building systems, roof structure and roof covering and tuckpointing of the Building (including exterior doors)and any other improvements on the Property and maintain, parkingin full force and effect, landscaping, exterior lighting, roof membrane, roof covering a quarterly preventative maintenance and all other Common Areas service contract with a reputable service provider for maintenance of the Project, including HVAC, plumbing, fire sprinklers, elevators, fire safety equipment, sewer and septic systems, the Emergency Generator and all other building HVAC systems serving of the Premises and other portions of (the Project (“Building SystemsHVAC Maintenance Contract”), uninsured losses and damages caused by Tenant, or by any of Tenant’s Agents excluded. Landlord, at Landlord’s sole cost without right of reimbursement from Tenant, shall repair, replace when necessary (as reasonably determined by Landlord) and maintain the structural portions of the roof (specifically excluding the roof membrane and the roof covering, the repair and/or replacement of which shall be treated as an Expense), the foundation, footings, floor slab and load-bearing walls and exterior walls of the Building (excluding any glass and any routine maintenance, including, without limitation, any painting, sealing, patching and waterproofing of such walls, repair, the maintenance of which shall be treated as an Expense), uninsured losses and damages caused by Tenant or Tenant’s Agents excluded. Any losses and damages caused by Tenant or any Tenant Agent shall be repaired by Landlord, to the extent not covered by insurance, at Tenant’s sole cost and expense. Landlord reserves the right to stop Building Systems services when necessary (i) by reason of accident or emergency, or (ii) for planned repairs, alterations or improvements, which are, in the reasonable judgment of Landlord, desirable or necessary to be made, until said repairs, alterations or improvements shall have been completed. Landlord shall have no responsibility or liability for failure to supply Building Systems services during any such period of interruption; provided, however, that Landlord shall, except in case of emergency, give Tenant not less than five (5i) business days’ advance notice of any planned stoppage of Building Systems services for routine all costs and planned maintenance, repairs, alterations or improvements. Tenant shall promptly give Landlord written notice of any repair required expenses so incurred by Landlord pursuant to this sectionrepair, after which Landlord replace and restore the above items and to maintain the HVAC Maintenance Contract shall make a commercially reasonable effort to effect such repair within five (5) business daysconstitute Operating Expenses; provided, orhowever, where the repair cannot reasonably be completed within five (5) business days, as soon as reasonably possible thereafter. Landlord shall not be liable for any failure to make any repairs or to perform any maintenance unless such failure shall persist for an unreasonable time after the time periods set forth herein. Tenant waives its rights under any state or local law to terminate this Lease or to make such repairs at Landlord’s expense and agrees that the parties’ respective rights with respect to such matters shall be solely as set forth herein. Repairs required as the result of fire, earthquake, flood, vandalism, war, or similar cause of damage or destruction shall be controlled by Paragraph 21. Notwithstanding anything to the contrary contained any costs incurred in the Leasereplacement context, commencing on the Assumption Date, those costs shall not constitute an Operating Expense except to the extent that Landlord performs such costs so qualify under Section 3.1.1(vii); and (ii) notwithstanding (i) above, in the event that any such repair, replacement or restoration is necessitated by any or all of the matters set forth in Sections 13.1(a) through (d) above (collectively, “Tenant Necessitated Repairs”) and such repair, replacement or restoration is not covered by Landlord’s insurance or coverable by the insurance required to be maintained by Landlord, then Tenant shall be required to reimburse Landlord for all costs and expenses that Landlord incurs in order to perform any capital such Tenant Necessitated Repairs, and such reimbursement shall be paid, in full, within 30 days after Landlord’s delivery of demand therefor. Landlord agrees to commence the repairs, replacements or improvements restoration described in this Section 13.2 within a reasonable period of time after receiving from Tenant written notice of the need for such repairs. Notwithstanding anything contained in Section 13.1 and Section 13.2 above, Landlord shall also be responsible for (a) the Project, whether to comply with Law, with cost of any obligation imposed on Landlord pursuant to this Lease or at Landlord’s election, major repair of the HVAC systems in excess of $1,000 per HVAC unit per annum and (b) the replacement cost in excess of $2,500 per HVAC unit per annum (except that Tenant shall be responsible as part for all costs related to maintenance, repair or replacement of Expenses HVAC systems in Tenant’s server room, if any). Tenant shall be responsible for its Proportionate Share (a) up to the first $1,000 of repair costs per HVAC Unit, per annum, (b) up to the first $2,500 of the replacement cost per HVAC Unit, per annum, and (c) all the cost of such capital repairs, replacements and improvements amortized over all Tenant Necessitated Repairs to the useful life (as reasonably determined by Landlord taking into account relevant real estate accounting principles, consistently applied, including, without limitation, the hours of operation of the Building and its use for laboratory/office purposes) of such capital items. Tenant shall pay Tenant’s Proportionate Share of such amortized costs for each month after such capital repairs, replacements or improvements are completed until the first to occur of the expiration of the Term (as it may be extended) or the end of the period over which such costs are amortizedHVAC systems.

Landlord Repairs. LandlordExcept to the extent such items are the responsibility of Tenant as set forth in Section 13.01, as an Expense, shall repair, replace when necessary Landlord shall: (as reasonably determined by Landlordi) and maintain in good condition, reasonable wear and tear excepted, and repair and replace if required by this Section 13.03 or the exterior other provisions of this Lease, above, as necessary, extraordinary (as opposed to routine) and/or structural maintenance of the Building (including exterior doors), parking, landscapingroof, exterior lightingwalls, roof membraneslab, roof covering foundations, and all other Common Areas structural components of the ProjectBuilding, including HVAC(ii) be responsible for performing the obligations and obtaining the service contracts designated as Landlord’s responsibility on Exhibit Q attached hereto and made a part hereof, plumbingand (iii) be responsible, fire sprinklersas between Landlord and Tenant, elevators, fire safety equipment, sewer for maintaining and septic systems, repairing the Emergency Generator utility and all other building plumbing systems serving at the Property to the actual points of service inside the Premises and other portions of the Project (collectively referred to herein as “Building SystemsLandlord Repairs”), uninsured losses and damages except that Landlord shall not be responsible for any maintenance or repairs provided herein (I) caused by Tenant, or by any of Tenant’s Agents excluded. Landlord, at Landlord’s sole cost without right of reimbursement from Tenant, shall repair, replace when necessary (as reasonably determined by Landlord) and maintain the structural portions misuse of the roof (specifically excluding the roof membrane and the roof coveringPremises, the repair and/or replacement of which shall be treated as an Expense), the foundation, footings, floor slab and load-bearing walls and exterior walls of the Building (excluding any glass and any routine maintenance, including, without limitation, any painting, sealing, patching and waterproofing of such walls, repair, the maintenance of which shall be treated as an Expense), uninsured losses and damages caused by Tenant or Tenant’s Agents excluded. Any losses and damages caused by Tenant or any Tenant Agent shall Party’s negligent errors or omissions or intentional misconduct, (II) as a result of the failure of Tenant to perform or observe any conditions or agreements contained in this Lease (but rather Tenant shall, subject to Section 12.01, be repaired by Landlord, to the extent not covered by insurance, at Tenant’s sole cost and expense. Landlord reserves the right to stop Building Systems services when necessary (i) by reason of accident responsible for such maintenance or emergencyrepair), or (iiIII) for planned repairs, alterations or improvements, which are, required of Tenant pursuant to Section 13.01. The cost of Landlord Repairs shall be considered part of the Operating Costs as provided in the reasonable judgment of Landlord, desirable or necessary to be made, until Section 5.02A above (except as set forth in said repairs, alterations or improvements shall have been completed. Landlord shall have no responsibility or liability for failure to supply Building Systems services during any such period of interruption; provided, however, that Landlord shall, except in case of emergency, give Tenant not less than five (5) business days’ advance notice of any planned stoppage of Building Systems services for routine and planned maintenance, repairs, alterations or improvementsSection 5.02A). Tenant shall promptly give agrees to provide Landlord written notice of any item requiring repair required by or replacement under this Section 13.03 and to provide Landlord pursuant a reasonable opportunity to this section, after which Landlord shall make a commercially reasonable effort to effect such repair within five (5) business days, or, where commence and complete the repair cannot reasonably be completed within five (5) business days, as soon as reasonably possible thereaftersame. Landlord shall not cause Landlord Repairs to be liable performed with reasonable commercial diligence, and, except in the case of an emergency or hazardous condition, Landlord shall cause Landlord Repairs to be done outside of Tenant’s regular business hours if the performance thereof shall interfere with or disrupt the normal business activities of Tenant at the Property and Tenant shall reimburse Landlord for any failure to make any repairs or the reasonable incremental costs thereof. If Landlord fails to perform any maintenance unless Landlord Repairs as and when required under this Lease, and such failure continues for thirty (30) days after notice from Tenant (provided, that in the event of an emergency or hazardous condition, Tenant shall persist for an unreasonable time after only be required to provide such notice (prior or subsequent) as is reasonable under the time periods set forth herein. circumstances), then Tenant waives its rights under any state or local law shall have the right (but not the obligation) to terminate this Lease or to make perform such repairs at Landlord Repairs on Landlord’s expense account, in which event Landlord will reimburse Tenant for the reasonable costs incurred by Tenant in connection therewith within thirty (30) days after Landlord’s receipt of an invoice therefor from Tenant (failing which Tenant shall have (without limiting its other rights and agrees that remedies) the parties’ respective offset rights with respect to such matters shall be solely described in Section 30.02 of this Lease, as set forth herein. Repairs required as the result of fire, earthquake, flood, vandalism, war, or similar cause of damage or destruction shall be controlled by Paragraph 21. Notwithstanding anything to the contrary contained in the Lease, commencing on the Assumption Date, to the extent that Landlord performs or is required to perform any capital repairs, replacements or improvements for the Project, whether to comply with Law, with any obligation imposed on Landlord pursuant to this Lease or at Landlord’s election, Tenant shall be responsible as part of Expenses for its Proportionate Share of the cost of such capital repairs, replacements and improvements amortized over the useful life (as reasonably determined by Landlord taking into account relevant real estate accounting principles, consistently applied, including, without limitation, the hours of operation of the Building and its use for laboratory/office purposes) of such capital items. Tenant shall pay Tenant’s Proportionate Share of such amortized costs for each month after such capital repairs, replacements or improvements are completed until the first to occur of the expiration of the Term (as it may be extended) or the end of the period over which such costs are amortizedsaid Section 30.02).

Landlord Repairs. LandlordNotwithstanding anything contrary herein, as an Expense, Landlord shall repair, replace when necessary (as reasonably determined by Landlord) and maintain in good repair the exterior of the Building (including exterior doors), parking, landscaping, exterior lighting, roof membrane, roof covering and all other Common Areas of the Project, including HVAC, plumbing, fire sprinklers, elevators, fire safety equipment, sewer and septic systems, the Emergency Generator and all other building systems serving the Premises and other portions of the Project (“Building Systems”), uninsured losses and damages caused by Tenant, or by any of Tenant’s Agents excluded. Landlord, at Landlord’s sole cost without right of reimbursement from Tenant, shall repair, replace when necessary (as reasonably determined by Landlord) and maintain the structural portions of the roof (specifically excluding the roof membrane and the roof covering, the repair and/or replacement of which shall be treated as an Expense), restore the foundation, footings, floor slab exterior and interior load-bearing walls walls, roof structure, and exterior walls roof covering of the Building (excluding any glass and any routine maintenance, including, without limitation, any painting, sealing, patching and waterproofing of such walls, repair, the maintenance of which shall be treated as an Expense), uninsured losses and damages caused by Tenant or Tenant’s Agents excluded. Any losses and damages caused by Tenant or any Tenant Agent shall be repaired by Landlord, to the extent not covered by insurance, at Tenant’s sole cost and expense. Landlord reserves the right to stop Building Systems services when necessary (i) by reason of accident or emergency, or (ii) for planned repairs, alterations or improvements, which are, in the reasonable judgment of Landlord, desirable or necessary to be made, until said repairs, alterations or improvements shall have been completed. Landlord shall have no responsibility or liability for failure to supply Building Systems services during any such period of interruptionProperty; provided, however, that (i) all costs and expenses so incurred by Landlord shallto repair, replace and restore the above items shall (except as provided below) constitute Operating Expenses; and (ii) notwithstanding (i) above, in case the event that any such repair, replacement or restoration is necessitated by any or all of emergencythe matters set forth in Clauses 13.1(a), give (b), (c) or (d) [collectively, "Tenant not less than five (5) business days’ advance notice of any planned stoppage of Building Systems services for routine and planned maintenanceNecessitated Repairs"], repairs, alterations or improvements. then Tenant shall promptly give be required to reimburse Landlord written notice for all costs and expenses that Landlord incurs in order to perform such Tenant Necessitated Repairs, and such reimbursement shall be paid, in full, within ten (10) days after Landlord's delivery of any repair required by Landlord pursuant to this section, after which Landlord shall make a commercially reasonable effort to effect such repair within five (5) business days, or, where the repair cannot reasonably be completed within five (5) business days, as soon as reasonably possible thereafterdemand therefor. Landlord shall not be liable for any failure agrees to make any repairs or to perform any maintenance unless such failure shall persist for an unreasonable time after commence the time periods set forth herein. Tenant waives its rights under any state or local law to terminate this Lease or to make such repairs at Landlord’s expense and agrees that the parties’ respective rights with respect to such matters shall be solely as set forth herein. Repairs required as the result of fire, earthquake, flood, vandalism, war, or similar cause of damage or destruction shall be controlled by Paragraph 21. Notwithstanding anything to the contrary contained in the Lease, commencing on the Assumption Date, to the extent that Landlord performs or is required to perform any capital repairs, replacements or improvements restoration described in this Section 13.2 within a reasonable period of time after receiving from Tenant written notice of the need for such repairs. Prior to the ProjectCommencement Date, whether Landlord shall, at its sole cost and expense, replace that portion of the roof over the original office portion of the Premises and perform necessary maintenance and code compliance work for that portion of the roof over the office addition of the Premises, as those areas are depicted in Exhibit "E" attached hereto and made a part hereof. Additionally, Landlord shall cause to comply with Lawbe performed at no cost to Tenant those items of maintenance and repair work set forth in the April 3, with any obligation imposed 2000 letter from Hodder's Heating/Air Conditioning Inc. relating to the HVAC units serving the Premises. Landlord further agrees to replace the roof to the production area of the Premises, in 25% area increments, as shown on Landlord pursuant Exhibit "E" such replacement to this commence in the third Lease or year and to be undertaken in increments as aforesaid every other year thereafter (such schedule to be subject to acceleration at Landlord’s election, Tenant shall be responsible as part 's discretion or to adjustment upon mutual agreement of Expenses for its Proportionate Share Landlord and Tenant). The cost of replacement of the cost of such capital repairs, replacements and improvements amortized over the useful life (as reasonably determined by Landlord taking into account relevant real estate accounting principles, consistently applied, including, without limitation, the hours of operation of the Building and its use for laboratory/office purposes) of such capital items. Tenant production area roof shall pay Tenant’s Proportionate Share of such amortized costs for each month after such capital repairs, replacements or improvements are completed until the first to occur of the expiration of the Term (as it may be extended) or the end of the period over which such costs are amortizedconstitute an Operating Expense.

Landlord Repairs. LandlordLandlord shall not be required to make any improvements, as an Expense, shall repair, replace when necessary (as reasonably determined by Landlord) and maintain in good repair replacements or repairs of any kind or character to the exterior of Premises or the Building (including exterior doors), parking, landscaping, exterior lighting, roof membrane, roof covering and all other Common Areas during the term of the Project, including HVAC, plumbing, fire sprinklers, elevators, fire safety equipment, sewer and septic systems, the Emergency Generator and all other building systems serving the Premises and other portions of the Project (“Building Systems”), uninsured losses and damages caused by Tenant, or by any of Tenant’s Agents excludedthis Lease except as are set forth in this Section. Landlord, at Landlord’s sole cost without right of reimbursement from Tenant, Landlord shall repair, replace when necessary (as reasonably determined by Landlord) keep and maintain the structural portions of the roof (specifically excluding the roof membrane common areas and the roof coveringimprovements located therein in good order, the repair and/or replacement of which shall be treated as an Expense), the foundation, footings, floor slab condition and load-bearing walls and exterior walls of the Building (excluding any glass and any routine maintenancerepair, including, without limitation, any paintinglawn maintenance and snow, sealing, patching ice and waterproofing of such walls, repair, the maintenance of which shall be treated as an Expense), uninsured losses and damages caused by Tenant or Tenant’s Agents excluded. Any losses and damages caused by Tenant or any Tenant Agent shall be repaired by Landlord, debris removal consistent with industry standards for buildings comparable to the extent not covered by insurance, at Tenant’s sole cost and expense. Landlord reserves the right to stop Building Systems services when necessary (i) by reason of accident or emergency, or (ii) for planned repairs, alterations or improvements, which are, in the reasonable judgment of Landlord, desirable or necessary to be made, until said repairs, alterations or improvements shall have been completedBuilding. Landlord shall have no responsibility or liability for failure to supply Building Systems services during any such period maintain only the roof, foundation, floor slab, parking and common areas, the structural soundness of interruption; the exterior walls, doors, corridors, and other structures serving the Premises, provided, howeverthat Landlord's cost of maintaining, that Landlord shall, except replacing and repairing the items set forth in case of emergency, give Tenant not less than five (5) business days’ advance notice of any planned stoppage of Building Systems services for routine this Section are Operating Expenses subject to the additional rent provisions in Section 2.2 and planned maintenance, repairs, alterations or improvements. Tenant shall promptly give Landlord written notice of any repair required by Landlord pursuant to this section, after which Landlord shall make a commercially reasonable effort to effect such repair within five (5) business days, or, where the repair cannot reasonably be completed within five (5) business days, as soon as reasonably possible thereafter2.3. Landlord shall not be liable to Tenant, except as expressly provided in this Lease, for any failure damage or inconvenience, and Tenant shall not be entitled to make any abatement or reduction of rent by reason of any repairs, alterations or additions made by Landlord under this Lease, unless the repairs are caused by the negligent or to perform any maintenance unless such failure shall persist willful and wanton actions or omissions of Landlord and prevent Tenant from using the Premises for an unreasonable time after the time periods set forth hereinmore than three (3) consecutive days. Tenant waives its rights under any state or local law to terminate this Lease or to make such repairs at Landlord’s expense Landlord acknowledges and agrees that the parties’ respective rights with respect to such matters replacement of the HVAC unit compressors and/or heat exchangers exclusively serving the Premises shall be solely as set forth hereinat Landlord's expense, if such items cannot be repaired. Repairs required as If such compressors and/or heat exchangers can be repaired, the result full cost of firerepair will be invoiced to and paid by Tenant, earthquake, flood, vandalism, war, or similar cause of damage or destruction shall be controlled by Paragraph 21. Notwithstanding anything to the contrary contained unless it occurs in the Lease, commencing on first year of the Assumption Date, to the extent that Landlord performs lease term or is required to perform any capital repairs, replacements or improvements covered by a manufacturer's warranty. This agreement by Landlord is also contingent on Tenant providing proof of carrying a preventative maintenance program for the Project, whether to comply with Law, with any obligation imposed on Landlord pursuant to this Lease or at Landlord’s election, Tenant shall be responsible as part of Expenses for its Proportionate Share of the cost of such capital repairs, replacements and improvements amortized over the useful life (as reasonably determined by Landlord taking into account relevant real estate accounting principles, consistently applied, including, without limitation, the hours of operation of the Building and its use for laboratory/office purposes) of such capital items. Tenant shall pay Tenant’s Proportionate Share of such amortized costs for each month after such capital repairs, replacements or improvements are completed until the first to occur of the expiration of the Term (as it may be extended) or the end of the period over which such costs are amortizedHVAC system.

Landlord Repairs. Landlord, as an Expenseduring the Term of this Lease and any extension thereof, shall repairmake (i) all repairs and replacements to all structural portions of the Premises and Building, replace when including, but not limited to, the exterior walls (including doors), roof and foundations, pipes and conduits, and utility installations, serving the Building and Premises, (ii) all repairs and replacements to all Common Areas, including without limitation all sidewalks, driveways, service areas and curbs (irrespective of any duty on the part of any governmental agency to make or order such repairs and replacements), and (iii) all repairs and replacements necessary (as reasonably determined by Landlord) to put and maintain in good repair the exterior of the Building and parking area (including, but not limited to, filling holes and resealing as necessary, but subject to normal wear and tear), including all improvements now or hereafter thereon, and all appurtenances thereto (including exterior doors)sewer and sewer connections, parkingwater and gas pipes and connections, landscapingelectrical wires and connections) in a safe and tenantable condition and in good order and repair as expected for a comparable single story office flex building in the Northern Suburbs of Chicago, exterior lightingIllinois, roof membrane, roof covering and all other Common Areas except for those repairs made necessary by the negligent acts of the Project, including HVAC, plumbing, fire sprinklers, elevators, fire safety equipment, sewer and septic systems, Tenant or its employees to the Emergency Generator and extent those repairs are not covered by Landlord’s insurance. Landlord shall make all other building systems serving repairs to the interior of the Premises and other portions which may be of a structural nature or which are caused by structural failures or movement, repairs to the interior of the Project (“Building Systems”), uninsured losses and damages caused Premises made necessary by Tenantleakage of the roof, or by leakage of any of Tenant’s Agents excluded. Landlord, at Landlord’s sole cost without right of reimbursement from Tenant, shall repair, replace when necessary (as reasonably determined by Landlord) and maintain the structural portions of the roof (specifically excluding the roof membrane and the roof covering, the repair and/or replacement of which shall be treated as an Expense), the foundation, footings, floor slab and load-bearing walls and exterior walls of the Building (excluding any glass and any routine maintenance, including, without limitation, any painting, sealing, patching and waterproofing of such walls, repair, the maintenance of which shall be treated as an Expense), uninsured losses and damages caused by Tenant or Tenant’s Agents excluded. Any losses and damages caused by Tenant or any Tenant Agent shall be repaired by Landlord, to the extent not covered by insurance, at Tenant’s sole cost and expense. Landlord reserves the right to stop Building Systems services when necessary (i) by reason of accident or emergency, or (ii) for planned repairs, alterations or improvements, which are, in the reasonable judgment of Landlord, desirable or necessary to be made, until said repairs, alterations or improvements shall have been completed. Landlord shall have no responsibility or liability for failure to supply Building Systems services during any such period of interruptionutility installation; provided, however, that Landlord shallshall not be obligated to make repairs for any structural damage caused by Tenant, except in case its employees, invitees or agents. Upon the necessity for any of emergencythe foregoing repairs and/or replacements, give whether Landlord learns of such necessity via notice from Tenant or otherwise, Landlord agrees to expeditiously make such repairs and/or replacements at Landlord’s sole cost and expense (i.e., not less to be charged back to Tenant as part of common area cost). Landlord shall commence such repairs and/or replacements not later than five (5) business days’ advance notice days after (or immediately after, in the event of any planned stoppage imminent threat to person or property) Landlord learns or is notified of Building Systems services for routine the need therefor, and planned maintenance, repairs, alterations or improvements. Tenant shall promptly give Landlord written notice of any repair required by Landlord pursuant to this section, after which Landlord shall make a commercially reasonable effort to effect such repair within five (5) business days, or, where the repair cannot reasonably be completed within five (5) business days, as soon as reasonably possible thereafter. Landlord shall not be liable for any failure to make any repairs or to perform any maintenance unless such failure shall persist for an unreasonable time after the time periods set forth herein. Tenant waives its rights under any state or local law to terminate this Lease or to make diligently pursue such repairs at Landlord’s expense and/or replacements to completion. Lawns, landscaping and agrees that the parties’ respective rights with respect to such matters shrubbery care and snow removal shall be solely as set forth herein. Repairs required as the result responsibility of fire, earthquake, flood, vandalism, war, or similar cause of damage or destruction Landlord and shall be controlled by Paragraph 21. Notwithstanding anything to the contrary contained in the Lease, commencing on the Assumption Date, to the extent that Landlord performs or is required to perform any capital repairs, replacements or improvements for the Project, whether to comply with Law, with any obligation imposed on Landlord pursuant to this Lease or at Landlord’s election, Tenant shall be responsible as part of Expenses for its Proportionate Share of the a common area maintenance cost of such capital repairs, replacements and improvements amortized over the useful life (as reasonably determined by Landlord taking into account relevant real estate accounting principles, consistently applied, including, without limitation, the hours of operation of the Building and its use for laboratory/office purposes) of such capital items. which Tenant shall pay Tenant’s Proportionate Share of such amortized costs for each month after such capital repairs, replacements or improvements are completed until the first to occur of the expiration of the Term (as it may be extended) or the end of the period over which such costs are amortizedits proportionate share.

Landlord Repairs. LandlordLandlord may, as an Expensebut shall not be required so to do, shall enter the Premises at all reasonable times, upon reasonable prior oral notice (except in case of emergency), to make any repairs, alterations, improvements or additions necessary for the safety, maintenance, repair, replace when necessary preservation or improvement of the Building, or as Landlord may be required or requested to do by the Village of Bedford Park, by the order or decree of any court or by any other proper authority or as a result of the requirements of any other tenant or occupant of the Building. In the event Landlord or its agents or contractors shall elect or be required to make repairs, alterations, improvements or additions to the Premises or the Building, Landlord shall be allowed to take into and upon the Premises all material that may be required to make such repairs, alterations, improvements or additions and, during the continuance of any of said work, to temporarily close doors, entryways, public space and corridors in the Building and to interrupt or temporarily suspend any services and facilities without being deemed or held liable for damages to Tenant's property, business or person, and the Rent reserved herein shall in no way abatx xxxle said repairs, alterations, improvements or additions are being made, unless and to the extent the Premises or any portion thereof become untenantable or such repairs, alterations, improvements or additions unreasonably interfere with Tenant's ability to gain access to or conduct its business in the Premises, but in no event shall Tenant be entitled to maintain any set-off or counterclaim for damages of any kind against Landlord by reason thereof. Landlord may, at its option, make all such repairs, alterations, improvements or additions in and about the Building and the Premises during ordinary business hours, but if Tenant desires to have the same done at any other time, Tenant shall pay for all overtime and additional expenses resulting thereof. Nothing contained in this Paragraph B shall be construed as requiring Landlord to keep (i) the common elements, such as reasonably determined entrances, stairways, lobbies, washrooms or corridors of the Building, (ii) any landscaped areas outside the Building, (iii) any other areas, facilities or appurtenances from time to time provided for use in common by LandlordTenant and other tenants or occupants of the Building, (iv) and maintain in good repair the structure or exterior portions of the Building or (v) the utility systems of the Building (including exterior doors)mechanical, parking, landscaping, exterior lighting, roof membrane, roof covering and all other Common Areas of the Project, including HVACelectrical, plumbing, elevator, life safety or fire sprinklersprotection) in any particular state of repair or condition, elevators, fire safety equipment, sewer and septic systems, the Emergency Generator and all other building systems serving the Premises and other portions of the Project (“Building Systems”), uninsured losses and damages caused by Tenant, or by any of Tenant’s Agents excluded. Landlord, at Landlord’s sole cost without right of reimbursement from Tenant, shall repair, replace when necessary (as reasonably determined by Landlord) and maintain the structural portions of the roof (specifically excluding the roof membrane and the roof covering, the repair and/or replacement of which shall be treated as an Expense), the foundation, footings, floor slab and load-bearing walls and exterior walls of the Building (excluding any glass and any routine maintenance, including, without limitation, any painting, sealing, patching and waterproofing of such walls, repair, the maintenance of which shall be treated as an Expense), uninsured losses and damages caused by Tenant or Tenant’s Agents excluded. Any losses and damages caused by Tenant or any Tenant Agent shall be repaired by Landlord, to the extent not covered by insurance, at Tenant’s sole cost and expense. Landlord reserves the right to stop Building Systems services when necessary (i) by reason of accident or emergency, or (ii) for planned repairs, alterations or improvements, which are, in the reasonable judgment of Landlord, desirable or necessary to be made, until said repairs, alterations or improvements shall have been completed. Landlord shall have no responsibility or liability for failure to supply Building Systems services during any such period of interruption; provided, however, that Landlord shall, except in case of emergency, give Tenant not less than five (5) business days’ advance notice of any planned stoppage of Building Systems services for routine and planned maintenance, repairs, alterations or improvements. Tenant shall promptly give Landlord written notice of any repair required by Landlord pursuant to this section, after which Landlord shall make a commercially reasonable effort to effect such repair within five (5) business days, or, where the repair cannot reasonably be completed within five (5) business days, as soon as reasonably possible thereafter. Landlord shall not be liable for any failure to make any repairs or to perform any maintenance unless such failure shall persist for an unreasonable time after the time periods set forth herein. Tenant waives its rights under any state or local law to terminate this Lease or to make such repairs at Landlord’s expense and agrees that the parties’ respective rights with respect to such matters shall be solely as set forth herein. Repairs required as the result of fire, earthquake, flood, vandalism, war, or similar cause of damage or destruction shall be controlled by Paragraph 21. Notwithstanding anything to the contrary contained in the Lease, commencing on the Assumption Date, to the extent that Landlord performs or is required to perform any capital repairs, replacements or improvements for the Project, whether to comply with Law, with any obligation imposed on Landlord pursuant to this Lease or at Landlord’s election, Tenant shall be responsible as part of Expenses for its Proportionate Share of the cost of such capital repairs, replacements and improvements amortized over the useful life (as reasonably determined by Landlord taking into account relevant real estate accounting principles, consistently applied, including, without limitation, the hours of operation of the Building and its use for laboratory/office purposes) of such capital items. Tenant shall pay Tenant’s Proportionate Share of such amortized costs for each month after such capital repairs, replacements or improvements are completed until the first to occur of the expiration of the Term (as it may be extended) or the end of the period over which such costs are amortized.but if

Landlord Repairs. Landlord(a) Landlord will keep, manage and maintain the Building, the Complex and the Property in a manner substantially consistent with other similar first-class office properties in the suburban Boston area, and, except as an Expenseotherwise noted herein, in full accordance with the applicable laws, codes, ordinances and regulations, and in accordance with all directions, rules and regulations of the health officer, fire marshal, building inspector or other proper officers of the governmental agencies having jurisdiction. Landlord shall repairbe responsible for ensuring that on the Commencement Date the Common Facilities comply with the Americans With Disabilities Act of 1990 and the regulations of the Massachusetts Architectural Access Board. Except as otherwise provided in this Lease, replace when necessary Landlord agrees to keep in good order, condition and repair the roof, public areas, exterior walls (as reasonably determined by Landlordincluding exterior glass) and maintain in good repair the exterior structure of the Building (including exterior doorsall plumbing, mechanical life safety and electrical systems installed by Landlord, and also including the heating, ventilation and air conditioning equipment or systems in the Building), parkingall insofar as they affect the Premises, landscapingexcept that Landlord shall in no event be responsible to Tenant for the repair of glass in the Premises, exterior lightingthe doors (or related glass and finish work) leading to the Premises, roof membraneor (subject to applicable waivers of claims and rights of subrogation) any condition in the Premises or the Building caused by any act or neglect of Tenant, roof covering its invitees or contractors. Notwithstanding the foregoing, Tenant shall have the option to assume the obligation to maintain and all repair the heating, ventilation and air conditioning equipment or systems in the Building if any other Common Areas tenants of the Project, including HVAC, plumbing, fire sprinklers, elevators, fire safety equipment, sewer Complex (except for Harvard Business School Publishing Corporation) perform such services for their premises and septic systems, the Emergency Generator and all other building systems serving the Premises and other portions of the Project (“Building Systems”), uninsured losses and damages caused by Tenant, or by any Tenant gives Landlord prior notice of Tenant’s Agents excludedintention to assume such obligations. LandlordThe Landlord shall also keep and maintain all Common Facilities in a good and clean order, at Landlord’s sole cost without right of reimbursement from Tenant, shall condition and repair, replace when necessary (free of snow and ice and accumulation of dirt and rubbish, and shall keep and maintain all landscaped areas in the Complex in a neat and orderly condition and shall reseal and restripe all paved areas in the Complex as reasonably determined by Landlord) and maintain the structural portions of the roof (specifically excluding the roof membrane and the roof covering, the repair and/or replacement of which shall be treated as an Expense), the foundation, footings, floor slab and load-bearing walls and exterior walls of the Building (excluding any glass and any routine maintenance, including, without limitation, any painting, sealing, patching and waterproofing of such walls, repair, the maintenance of which shall be treated as an Expense), uninsured losses and damages caused by Tenant or Tenant’s Agents excluded. Any losses and damages caused by Tenant or any Tenant Agent shall be repaired by Landlord, to the extent not covered by insurance, at Tenant’s sole cost and expense. Landlord reserves the right to stop Building Systems services when necessary (i) by reason of accident or emergency, or (ii) for planned repairs, alterations or improvements, which are, in the reasonable judgment of Landlord, desirable or necessary to be made, until said repairs, alterations or improvements shall have been completed. Landlord shall have no responsibility or liability for failure to supply Building Systems services during any such period of interruption; provided, however, that Landlord shall, except in case of emergency, give Tenant not less than five (5) business days’ advance notice of any planned stoppage of Building Systems services for routine and planned maintenance, repairs, alterations or improvements. Tenant shall promptly give Landlord written notice of any repair required by Landlord pursuant to this section, after which Landlord shall make a commercially reasonable effort to effect such repair within five (5) business days, or, where the repair cannot reasonably be completed within five (5) business days, as soon as reasonably possible thereafternecessary. Landlord shall not be liable for any failure responsible to make any improvements or repairs or to perform any maintenance unless such failure shall persist for an unreasonable time after the time periods set forth herein. Tenant waives its rights under any state or local law to terminate this Lease or to make such repairs at Landlord’s expense and agrees that the parties’ respective rights with respect to such matters shall be solely as set forth herein. Repairs required as the result of fire, earthquake, flood, vandalism, war, or similar cause of damage or destruction shall be controlled by Paragraph 21. Notwithstanding anything to the contrary contained Building other than as expressly in the this Section 7.1 provided, unless expressly provided otherwise in this Lease, commencing on the Assumption Date, to the extent that Landlord performs or is required to perform any capital repairs, replacements or improvements for the Project, whether to comply with Law, with any obligation imposed on Landlord pursuant to this Lease or at Landlord’s election, Tenant shall be responsible as part of Expenses for its Proportionate Share of the cost of such capital repairs, replacements and improvements amortized over the useful life (as reasonably determined by Landlord taking into account relevant real estate accounting principles, consistently applied, including, without limitation, the hours of operation of the Building and its use for laboratory/office purposes) of such capital items. Tenant shall pay Tenant’s Proportionate Share of such amortized costs for each month after such capital repairs, replacements or improvements are completed until the first to occur of the expiration of the Term (as it may be extended) or the end of the period over which such costs are amortized.

Landlord Repairs. LandlordLandlord shall not be required to make any improvements, replacements or repairs of any kind or character to the Leased Premises or the Buildings during the term of this Lease except as an Expenseare set forth in this I Lease. Landlord shall maintain only (a) the roof, shall structure, columns, exterior walls and exterior windows, foundation, interior load-bearing wails and demising walls and floors, in sound, watertight condition and good state of repair; and (b) the elevators, and all Buildings systems and facilities including, but not limited to, the base building electrical, water, gas, sewer, life safety, mechanical and HVAC (including the Leased Premises' air handling equipment, but excluding separate package air-conditioning systems specially installed by or for Tenant for Tenant's sole use, if any) supplied to the Leased Premises in good operating condition, maintenance and repair; and (c) the sidewalks, curbs, driveways. parking areas (if any) and landscaping in good condition and repair, replace when necessary (as reasonably determined by Landlord) open and maintain in good repair free of debris or other obstruction. The Landlord will also keep the exterior of the Building (including exterior doors), parking, landscaping, exterior lighting, roof membrane, roof covering and all other Common Areas of the Project, including HVAC, plumbing, fire sprinklers, elevators, fire safety equipment, sewer and septic systems, the Emergency Generator and all other building systems serving the Premises and other public portions of the Project (“Building Systems”)Buildings, uninsured losses toilets and damages caused by Tenantcommon areas in clean, or by any of Tenant’s Agents excluded. Landlordsightly, at Landlord’s sole cost without right of reimbursement from Tenant, shall good operating condition and repair, replace when necessary (as reasonably determined by Landlord) and maintain the structural portions of the roof (specifically excluding the roof membrane and the roof covering, the repair and/or replacement of which shall be treated as an Expense), the foundation, footings, floor slab and load-bearing walls and exterior walls of the Building (excluding any glass and any routine maintenance, including, without limitation, any painting, sealing, patching and waterproofing of such walls, repair, the maintenance of which shall be treated as an Expense), uninsured losses and damages caused by Tenant or Tenant’s Agents excluded. Any losses and damages caused by Tenant or any Tenant Agent shall be repaired by Landlord, to the extent not covered by insurance, at Tenant’s sole cost and expense. Landlord reserves the right to stop Building Systems services when necessary (i) by reason of accident or emergency, or (ii) for planned repairs, alterations or improvements, which are, in the reasonable judgment of Landlord, desirable or necessary to be made, until said repairs, alterations or improvements shall have been completed. Landlord shall have no responsibility or liability for failure to supply Building Systems services during any such period of interruption; provided, however, that Landlord shall, except in case of emergency, give Tenant not less than five (5) business days’ advance notice of any planned stoppage of Building Systems services for routine and planned maintenance, repairs, alterations or improvements. Tenant shall promptly give Landlord written notice of any repair required by Landlord pursuant to this section, after which Landlord shall make a commercially reasonable effort to effect such repair within five (5) business days, or, where the repair cannot reasonably be completed within five (5) business days, as soon as reasonably possible thereafter. Landlord shall not be liable to Tenant, except as expressly provided in this Lease, for any failure damage or inconvenience, and Tenant shall not be entitled to make any repairs abatement or to perform reduction of rent by reason of any maintenance unless such failure shall persist for an unreasonable time after the time periods set forth hereinrepairs, alterations or additions made by Landlord under this Lease. Tenant waives its rights under any state or local law to terminate this Lease or to make such repairs at Landlord’s expense understands and agrees that Landlord may, at any time or from time to time during the parties’ respective rights with respect term of this Lease, perform substantial renovation work in and to such matters shall the Buildings or the mechanical systems serving the Buildings (which work may include, but need not be solely as set forth herein. Repairs required as limited to, the result repair or replacement of firethe Buildings' exterior facade, earthquakeexterior window glass, floodelevators, vandalismelectrical systems, warair conditioning and ventilating systems, plumbing system, common hallways, or similar cause lobby), any of damage or destruction shall be controlled by Paragraph 21. Notwithstanding anything which work may require access to the contrary contained in same from within the Lease, commencing on the Assumption Date, to the extent that Landlord performs or is required to perform any capital repairs, replacements or improvements for the Project, whether to comply with Law, with any obligation imposed on Landlord pursuant to this Lease or at Landlord’s electionLeased Premises, Tenant shall be responsible as part of Expenses for its Proportionate Share of the cost of such capital repairs, replacements and improvements amortized over the useful life (as reasonably determined by Landlord taking into account relevant real estate accounting principles, consistently applied, including, without limitation, the hours of operation of the Building and its use for laboratory/office purposes) of such capital items. Tenant shall pay Tenant’s Proportionate Share of such amortized costs for each month after such capital repairs, replacements or improvements are completed until the first to occur of the expiration of the Term (as it may be extended) or the end of the period over which such costs are amortized.agrees that:

Landlord Repairs. LandlordLandlord shall not be required to make any improvements, as an Expense, shall repair, replace when necessary (as reasonably determined by Landlord) and maintain in good repair replacements or repairs of any kind or character to the exterior of Leased Premises or the Building during the term of this Lease except as are set forth in this Lease. Landlord shall maintain only (including exterior doors)a) the roof, parkingstructure, landscapingcolumns, exterior lightingwalls and exterior windows, roof membrane, roof covering and all other Common Areas of the Project, including HVAC, plumbing, fire sprinklers, elevators, fire safety equipment, sewer and septic systems, the Emergency Generator and all other building systems serving the Premises and other portions of the Project (“Building Systems”), uninsured losses and damages caused by Tenant, or by any of Tenant’s Agents excluded. Landlord, at Landlord’s sole cost without right of reimbursement from Tenant, shall repair, replace when necessary (as reasonably determined by Landlord) and maintain the structural portions of the roof (specifically excluding the roof membrane and the roof covering, the repair and/or replacement of which shall be treated as an Expense), the foundation, footings, floor slab and interior load-bearing walls and exterior demising walls and floors, in sound, watertight condition and good state of repair; and (b) the elevators, and all Building systems and facilities including, but not limited to, the base building electrical, water, gas, sewer, life safety, mechanical and HVAC (including the Leased Premises' air handling equipment, but excluding separate package air-conditioning systems specially installed by or for Tenant for Tenant's sole use, if any) supplied to the Leased Premises in good operating condition, maintenance and repair; and (c) the sidewalks, curbs, driveways, parking areas (if any) and landscaping in good condition and repair, open and free of debris or other obstruction. The Landlord will also keep the public portions of the Building (excluding any glass Building, toilets and any routine maintenancecommon areas in clean, includingsightly, without limitation, any painting, sealing, patching good operating condition and waterproofing repair. Landlord's cost of such walls, repair, maintaining and repairing the maintenance of which shall be treated as an Expense), uninsured losses and damages caused by Tenant or Tenant’s Agents excluded. Any losses and damages caused by Tenant or any Tenant Agent shall be repaired by Landlord, items set forth in this section are subject to the extent not covered by insurance, at Tenant’s sole cost and expense. Landlord reserves the right to stop Building Systems services when necessary (i) by reason of accident or emergency, or (ii) for planned repairs, alterations or improvements, which are, Additional Rent provisions in the reasonable judgment of Landlord, desirable or necessary to be made, until said repairs, alterations or improvements shall have been completed. Landlord shall have no responsibility or liability for failure to supply Building Systems services during any such period of interruption; provided, however, that Landlord shall, except in case of emergency, give Tenant not less than five (5) business days’ advance notice of any planned stoppage of Building Systems services for routine and planned maintenance, repairs, alterations or improvements. Tenant shall promptly give Landlord written notice of any repair required by Landlord pursuant to this section, after which Landlord shall make a commercially reasonable effort to effect such repair within five (5) business days, or, where the repair cannot reasonably be completed within five (5) business days, as soon as reasonably possible thereafterSection 3.2. Landlord shall not be liable to Tenant, except as expressly provided in this Lease, for any failure damage or inconvenience, and Tenant shall not be entitled to make any repairs abatement or to perform reduction of rent by reason of any maintenance unless such failure shall persist for an unreasonable time after the time periods set forth hereinrepairs, alterations or additions made by Landlord under this Lease. Tenant waives its rights under any state or local law to terminate this Lease or to make such repairs at Landlord’s expense understands and agrees that Landlord may, at any time or from time to time during the parties’ respective rights with respect term of this Lease, perform substantial renovation work in and to such matters shall the Building or the mechanical systems serving the Building (which work may include, but need not be solely as set forth herein. Repairs required as limited to, the result repair or replacement of firethe Building's exterior facade, earthquakeexterior window glass, floodelevators, vandalismelectrical systems, warair conditioning and ventilating systems, plumbing system, common hallways, or similar cause lobby), any of damage or destruction shall be controlled by Paragraph 21. Notwithstanding anything which work may require access to the contrary contained in same from within the Lease, commencing on the Assumption Date, to the extent that Landlord performs or is required to perform any capital repairs, replacements or improvements for the Project, whether to comply with Law, with any obligation imposed on Landlord pursuant to this Lease or at Landlord’s election, Tenant shall be responsible as part of Expenses for its Proportionate Share of the cost of such capital repairs, replacements and improvements amortized over the useful life (as reasonably determined by Landlord taking into account relevant real estate accounting principles, consistently applied, including, without limitation, the hours of operation of the Building and its use for laboratory/office purposes) of such capital itemsLeased Premises. Tenant shall pay Tenant’s Proportionate Share of such amortized costs for each month after such capital repairs, replacements or improvements are completed until the first to occur of the expiration of the Term (as it may be extended) or the end of the period over which such costs are amortized.agrees that:

Landlord Repairs. Landlord(a) Except as otherwise provided in this Lease, Landlord agrees to maintain, repair and replace so as an Expenseto keep in good working order, shall condition and repair, replace when necessary (as reasonably determined by Landlord) and maintain in good repair compliance with all applicable Laws, the exterior Structural Elements of the Building (Building, including exterior doors), parking, landscaping, exterior lighting, roof membrane, roof covering and all other Common Areas of the Project, including HVAC, plumbing, fire sprinklers, elevators, fire safety equipment, sewer and septic systemsglass, the Emergency Generator Base Building and all other building Base Building Systems up to the point of connection with the Premises (but specifically excluding any supplemental heating, ventilation or air conditioning equipment or systems exclusively serving the Premises and other portions of the Project (“Building Systems”), uninsured losses and damages caused by installed at Tenant, ’s request or by any as a result of Tenant’s Agents excluded. Landlordrequirements in excess of Building standard design criteria), at Landlord’s sole cost without right except that Landlord shall in no event be responsible to Tenant for the repair of reimbursement from interior glass in the Premises or the doors (or related glass and finish work) leading to the Premises, or subject to Section 10.5, any condition in the Premises or the Building caused by any act or neglect of Tenant, its invitees or contractors. Landlord shall repair, replace when necessary (as reasonably determined by Landlord) also keep and maintain the structural portions Parking Garage and all Common Facilities in a good and clean working order, condition and repair, free of snow and accumulation of dirt and rubbish and with reasonable treatment of ice on driveways and pedestrian walkways, and shall keep, maintain, and repair all landscaped areas on the Property in a neat and orderly condition. Subject to the terms and conditions of this Lease, Landlord shall be responsible for the maintenance, replacement and repair of Laboratory Systems only to the portion of the roof (specifically excluding valve or cap for such system on each floor that connects to and exclusively services the roof membrane and the roof covering, the repair and/or replacement of which shall be treated as an Expense), the foundation, footings, floor slab and load-bearing walls and exterior walls of the Building (excluding Premises; Tenant hereby agreeing that any glass and any routine maintenance, including, without limitation, any painting, sealing, patching and waterproofing such portion of such walls, repair, system that extends from the maintenance point of which shall be treated as an Expense), uninsured losses such valve or cap connection on each floor to and damages caused by Tenant or Tenant’s Agents excluded. Any losses and damages caused by Tenant or any Tenant Agent shall be repaired by Landlord, to the extent not covered by insurance, at Tenant’s sole cost and expense. Landlord reserves the right to stop Building Systems services when necessary (i) by reason of accident or emergency, or (ii) for planned repairs, alterations or improvements, which are, in the reasonable judgment of Landlord, desirable or necessary to Premises shall not be made, until said repairs, alterations or improvements shall have been completedconsidered a Laboratory System. Landlord shall have no responsibility not be responsible to maintain or liability make any improvements or repairs to the Building other than as expressly in this Section 7.1 provided, unless expressly provided otherwise in this Lease. Landlord shall be responsible for failure the repair and maintenance of any base Building HVAC (as hereinafter defined), subject to supply Building Systems services during any such period of interruptionexpense being properly includable as an Operating Expense; provided, however, that Landlord shall, except in case of emergency, give Tenant not less than five (5) business days’ advance notice of any planned stoppage of Building Systems services for routine and planned maintenance, repairs, alterations the costs otherwise covered under HVAC warranty or improvements. Tenant shall promptly give Landlord written notice of any repair required by Landlord pursuant to this section, after which Landlord shall make a commercially reasonable effort to effect such repair within five (5) business days, or, where the repair cannot reasonably be completed within five (5) business days, as soon as reasonably possible thereafter. Landlord insurance shall not be liable for any failure to make any repairs or to perform any maintenance unless such failure shall persist for included as an unreasonable time after the time periods set forth herein. Tenant waives its rights under any state or local law to terminate this Lease or to make such repairs at Landlord’s expense and agrees that the parties’ respective rights with respect to such matters shall be solely as set forth herein. Repairs required as the result of fire, earthquake, flood, vandalism, war, or similar cause of damage or destruction shall be controlled by Paragraph 21. Notwithstanding anything to the contrary contained in the Lease, commencing on the Assumption Date, to the extent that Landlord performs or is required to perform any capital repairs, replacements or improvements for the Project, whether to comply with Law, with any obligation imposed on Landlord pursuant to this Lease or at Landlord’s election, Tenant shall be responsible as part of Expenses for its Proportionate Share of the cost of such capital repairs, replacements and improvements amortized over the useful life (as reasonably determined by Landlord taking into account relevant real estate accounting principles, consistently applied, including, without limitation, the hours of operation of the Building and its use for laboratory/office purposes) of such capital items. Tenant shall pay Tenant’s Proportionate Share of such amortized costs for each month after such capital repairs, replacements or improvements are completed until the first to occur of the expiration of the Term (as it may be extended) or the end of the period over which such costs are amortizedOperating Expense.

Landlord Repairs. LandlordLandlord shall not be required to make any improvements, replacements or repairs of any kind or character to the Premises or the building and/or the project of which the Premises are a part during the Term except as an Expenseset forth in this section, or in Section 6.1. Landlord shall repairmaintain the roof, replace when necessary foundation, parking and common areas, the structural soundness of the exterior walls (as reasonably determined by Landlordexcluding windows, window glass, plate glass and doors) and maintain in good repair the exterior of the Building (including exterior doors)major mechanical, parking, landscaping, exterior lighting, roof membrane, roof covering electrical and all other Common Areas of the Project, including HVAC, plumbing, fire sprinklers, elevators, fire safety equipment, sewer and septic systems, the Emergency Generator and all other building utility systems serving the building and project of which the Premises are a part (except for such systems exclusively serving the Premises) in a state of good repair and other portions of the Project (“Building Systems”), uninsured losses and damages caused by Tenant, or by any of Tenant’s Agents excludedworking order. Landlord, at Landlord’s sole cost without right 's costs of reimbursement from Tenant, shall repair, replace when necessary (as reasonably determined by Landlord) and maintain maintaining the structural portions of the roof (specifically excluding the roof membrane and the roof covering, the repair and/or replacement of which shall be treated as an Expense), the foundation, footings, floor slab and load-bearing walls and exterior walls of the Building (excluding any glass and any routine maintenance, including, without limitation, any painting, sealing, patching and waterproofing of such walls, repair, the maintenance of which shall be treated as an Expense), uninsured losses and damages caused by Tenant or Tenant’s Agents excluded. Any losses and damages caused by Tenant or any Tenant Agent shall be repaired by Landlord, items set forth in this section are subject to the extent not covered by insuranceAdditional Rent provisions in Section 2.2. Except as expressly provided herein, at Tenant’s sole cost and expense. Landlord reserves the right to stop Building Systems services when necessary (i) by reason of accident or emergency, or (ii) for planned repairs, alterations or improvements, which are, in the reasonable judgment of Landlord, desirable or necessary to be made, until said repairs, alterations or improvements shall have been completed. Landlord shall have no responsibility or liability for failure to supply Building Systems services during any such period of interruption; provided, however, that Landlord shall, except in case of emergency, give Tenant not less than five (5) business days’ advance notice of any planned stoppage of Building Systems services for routine and planned maintenance, repairs, alterations or improvements. Tenant shall promptly give Landlord written notice of any repair required by Landlord pursuant to this section, after which Landlord shall make a commercially reasonable effort to effect such repair within five (5) business days, or, where the repair cannot reasonably be completed within five (5) business days, as soon as reasonably possible thereafter. Landlord shall not be liable to Tenant, for any failure to make any repairs or to perform any maintenance unless such failure shall persist for an unreasonable time after the time periods set forth herein. Tenant waives its rights under any state or local law to terminate this Lease or to make such repairs at Landlord’s expense and agrees that the parties’ respective rights with respect to such matters shall be solely as set forth herein. Repairs required as the result of fire, earthquake, flood, vandalism, war, or similar cause of damage or destruction inconvenience, and Tenant shall not be controlled entitled to any abatement or reduction of Base Rent or Additional Rent by Paragraph 21reason of any repairs, alterations or additions made by Landlord under this Agreement. Notwithstanding anything to the contrary contained foregoing, in the Lease, commencing on the Assumption Date, event Landlord fails due to the extent that Landlord performs or is required reasons within its control to perform any capital repairscommence needed improvements, replacements or improvements for repairs to the Project, whether building of which the Premises are a part which are to comply with Law, with any obligation imposed on be performed by Landlord pursuant to the terms of this Lease or at Landlord’s election, Section within ( ) business days following the receipt of notice from Tenant shall be responsible as part of Expenses for its Proportionate Share of the cost of that such capital repairs, replacements and improvements amortized over the useful life (as reasonably determined by Landlord taking into account relevant real estate accounting principles, consistently applied, including, without limitation, the hours of operation of the Building and its use for laboratory/office purposes) of such capital items. Tenant shall pay Tenant’s Proportionate Share of such amortized costs for each month after such capital repairsimprovements, replacements or improvements repairs are completed until the first to occur reasonably necessary, and such failure materially interferes with Tenant's use and enjoyment of the expiration of the Term (Premises, Tenant's obligation to pay rent under this Agreement shall be abated from and after such ( ) business day period until such time as it may be extended) Landlord completes such improvements, replacements or the end of the period over which such costs are amortizedrepairs.