Common use of Lease Contingency Clause in Contracts

Lease Contingency. Notwithstanding anything else herein to the contrary, this Lease is contingent upon (i) Siemens Real Estate, Inc., a Delaware corporation (“Siemens”) and Siemens Communications, Inc., a Delaware corporation (“SCI”) mutually executing and delivering the Sublease, as defined below; (ii) Tenant and SCI mutually executing and delivering the Sub-sublease (defined below); and (iiI) Siemens, SCI and Landlord mutually executing and delivering a Landlord Consent to Sublease (the “Sublease Consent”), and (ii) Tenant, Siemens, SCI and Landlord executing and delivering a Landlord Consent to Sub-sublease (the “Sub-sublease Consent”), on or before the Contingency Date (defined below). If for any reason (w) Siemens and SCI fail to mutually execute and deliver the Sublease, and (x) Tenant and SSCI fail to mutually execute and deliver the Sub-sublease, and (y) Siemens, SCI and Landlord fail to mutually execute and deliver the Sublease Consent, and (z) Tenant, Siemens, SCI and Landlord fail to mutually execute and deliver the Sub-sublease Consent on or before the Contingency Date, then, notwithstanding anything else herein to the contrary, Tenant may terminate this Lease by providing written notice thereof to Landlord within 10 Business Days after the Contingency Date, in which event the Lease shall be null and void and of no force or effect; provided, however, that Sections 1.12, 24, 26.01, 26.02 and 26.05 of the Lease (together with any other provisions hereof to the extent necessary to establish definitions of defined terms used in such Sections) shall remain in full force and effect. Promptly after receipt of Tenant’s notice of termination, Landlord shall return to Tenant the first monthly installment of Tenant’s Monthly Expense and Tax Payment, the Security Deposit and the installment of Base Rent for the second full calendar month of the Term, all of which are to be delivered by Tenant to Landlord with the executed Lease in accordance with Section 1.04 of the Lease. As used herein, “Sublease” means that certain sublease agreement between Siemens and SCI pursuant to which, among other things, Siemens subleases to SCI floors 1 – 4 of the Building. As used herein, “Sub-sublease” means that certain sub-sublease agreement between Tenant and SCI pursuant to which, among other things, SCI subleases to Tenant floors 1 – 4 of the Building. As used herein, “Contingency Date” means December 31, 2006. EXHIBIT F-1

Lease Contingency. Notwithstanding anything else herein Simultaneously with the execution of this Lease, Tenant and an affiliate of Landlord (“Building A Landlord”) are entering into a lease for a building to be constructed on Parcel A of the Project (such building to be referred to as “Building A”, as such Parcel A is more particularly described on Exhibit 3.03(b), attached, and any such lease of Building A to be referred to as the “Building A Lease”). This Lease and the Building A Lease (together, the “Leases”) are each contingent upon the issuance of an “approval letter” by the Federal Drug Administration (the “FDA”) of Tenant’s new drug application for telaprevir as a so-called “listed drug”, as such terms are defined in 21 C.F.R 314.3 (the “Telaprevir Approval”). If the Telaprevir Approval is not issued by the FDA, or the FDA issues a written refusal to approve telaprevir, on or before December 31, 2011, then this Lease shall terminate and be of no further force and effect as of December 31, 2011 except for the obligations that expressly survive the termination hereof. In the event that this Lease terminates pursuant to the contraryimmediately preceding paragraph, this Lease is contingent upon then Tenant shall reimburse Fan Pier Development LLC, an affiliate of Landlord, for the actual cost (without xxxx-up) of (i) Siemens Real Estate, Inc., a Delaware corporation fifty percent (“Siemens”50%) of all third party costs and Siemens Communications, Inc., a Delaware corporation (“SCI”) mutually executing expenses incurred by Fan Pier Development LLC in progressing the design of the Building and delivering the Sublease, as defined below; (ii) Tenant one hundred percent (100%) of all third party costs and SCI mutually executing expenses incurred by Fan Pier Development LLC in progressing the design of certain elements of Finish Work, including in each case without limitation the fees and delivering expenses payable to the Sub-sublease design team for the Building (defined belowcollectively, “Reimbursable Expenditures”) prior to the execution of the Leases. Reimbursable Expenditures shall not exceed $3,379,700.00 as detailed on the schedule attached as Exhibit 2.01(g); and , which schedule reflects a budget of anticipated Reimbursable Expenditures with respect to the Building to (iiIi) Siemens, SCI and Landlord mutually executing and delivering a Landlord Consent progress to Sublease (the “Sublease Consent”)design through the 90% Construction Drawings/Permit Set plans, and (ii) progress the design of certain elements of Finish Work. Reimbursable Expenditures shall not include (i) the purchase of any construction materials, (ii) the performance of any construction activity, (iii) payment for any necessary governmental approvals including, but not limited to a building permit, or (iv) the cost of Landlord or its affiliates Fan Pier Development LLC or The Fallon Company, LLC’s overhead, personnel, legal and/or accounting expenses. Reimbursable Expenditures shall be invoiced in a format and supported by such supporting documentation as Tenant may reasonably require. Tenant will make payment within thirty (30) days of invoice and upon payment shall receive copies of all design documents for the Building (which copies shall be subject to the terms of architect’s agreements governing use and ownership, copies of which shall be provided to Tenant, Siemens, SCI and Landlord executing and delivering a Landlord Consent to Sub-sublease (the “Sub-sublease Consent”), on or before the Contingency Date (defined below). If The obligation of Tenant to reimburse Fan Pier Development LLC for any reason (w) Siemens and SCI fail Reimbursable Expenditures pursuant to mutually execute and deliver this paragraph shall survive the Subleasetermination of this Lease, and (x) Tenant and SSCI fail to mutually execute and deliver the Sub-sublease, and (y) Siemens, SCI and Landlord fail to mutually execute and deliver the Sublease Consent, and (z) Tenant, Siemens, SCI and Landlord fail to mutually execute and deliver the Sub-sublease Consent on or before the Contingency Date, then, notwithstanding anything else herein to the contrary, Tenant may terminate this Lease by providing written notice thereof to Landlord within 10 Business Days after the Contingency Date, in which event the Lease shall be null and void and of no force or effect; provided, however, however that Sections 1.12, 24, 26.01, 26.02 and 26.05 all work that results in further Reimbursable Expenditures shall cease as of the Lease (together date of such termination. In the event Tenant pays the Reimbursable Expenditures as set forth above and within twelve months thereafter Landlord enters into a new lease or leases using the Base Building Work Plans, with any other provisions hereof to the extent necessary to establish definitions of defined terms used in such Sections) shall remain in full force and effect. Promptly after receipt of Tenant’s notice of terminationa comparable effective rent, then Landlord shall cause its affiliate to return the Reimbursable Expenditures previously received by Landlord or its affiliates to Tenant the first monthly installment of Tenant’s Monthly Expense and Tax Payment, the Security Deposit and the installment of Base Rent for the second full calendar month of the Term, all of which are to be delivered by Tenant to Landlord with the executed Lease in accordance with Section 1.04 of the Lease. As used herein, “Sublease” means that certain sublease agreement between Siemens and SCI pursuant to which, among other things, Siemens subleases to SCI floors 1 – 4 of the Building. As used herein, “Sub-sublease” means that certain sub-sublease agreement between Tenant and SCI pursuant to which, among other things, SCI subleases to Tenant floors 1 – 4 of the Building. As used herein, “Contingency Date” means December 31, 2006. EXHIBIT F-1.

Lease Contingency. Notwithstanding anything else herein During the thirty five (35) day period immediately following the Effective Date, you will diligently pursue the obtaining of assurances from the City of Plantation and the Southpointe Property Owners Association, Inc. that you will be permitted to install the contrary, this Lease is contingent upon (i) Siemens Real Estate, Inc., a Delaware corporation (“Siemens”) and Siemens Communications, Inc., a Delaware corporation (“SCI”) mutually executing and delivering the Sublease, generator as defined below; (ii) Tenant and SCI mutually executing and delivering the Sub-sublease (defined below); and (iiI) Siemens, SCI and Landlord mutually executing and delivering a Landlord Consent to Sublease set forth in Section 25.08 (the “Sublease Consent”), and (ii) Tenant, Siemens, SCI and Landlord executing and delivering a Landlord Consent to Sub-sublease (the “Sub-sublease Consent”), on or before the Contingency Date (defined below"Assurances"). If for any reason If, within such thirty five (w35) Siemens and SCI fail day period, you are unable to mutually execute and deliver obtain the SubleaseAssurances to your reasonable satisfaction, and then in such event, no later than the thirty sixth (x36th) Tenant and SSCI fail to mutually execute and deliver day immediately following the Sub-sublease, and (y) Siemens, SCI and Landlord fail to mutually execute and deliver the Sublease Consent, and (z) Tenant, Siemens, SCI and Landlord fail to mutually execute and deliver the Sub-sublease Consent on or before the Contingency Effective Date, then, notwithstanding anything else herein you shall have the right to the contrary, Tenant may terminate this Lease by providing Landlord with written notice thereof of such termination Landlord: Tenant: ------ ------ received by Landlord on or before the thirty sixth (36th) day immediately following the Effective Date in which case this Lease shall terminate effective as of the close of business on the thirty fifth (35th) day immediately following the date of Landlord's receipt of such termination notice unless Landlord has obtained the Assurances for you, or if earlier, upon Landlord advising you that Landlord does not wish to or Landlord has abandoned its efforts to obtain the Assurances. Failure to exercise your termination right within the aforesaid time period shall be an irrevocable waiver of such right and if such written notice is not received by Landlord on or before the thirty sixth (36th) day immediately following the Effective Date, the right of termination granted to you pursuant to this Section shall lapse as of 12:01 a.m. on the thirty sixth (36th) day immediately following the Effective Date. Upon a termination of this Lease pursuant to this Section, neither party shall have any rights or obligations to the other under this Lease except that (i) you shall reimburse to Landlord within 10 Business Days all third party payments (including construction management services charged to Landlord by Premier Commercial Realty, Inc. equal to actual hours expended by Whitney Peterson or Bob Motchkavitz, PE billed at an hourly rate of $000.00 xx xxxx) incxxxxx xx Xxxxxxrd from and after the Contingency DateEffective Date and prior to the date that Landlord receives your termination notice with respect to this Lease, in which event the Lease shall be null and void and of no force or effect; provided, however, that Sections 1.12, 24, 26.01, 26.02 such reimbursement obligation shall not exceed the sum of $10,000; and 26.05 (ii) you agree to indemnify and hold Landlord harmless from and against any claims for payment by the Architect. Your obligations under items (i) and (ii) above shall survive the termination of this Lease. Until such time as the Lease (together with any other provisions hereof termination right granted pursuant to the extent necessary to establish definitions of defined terms used in such Sections) shall remain in full force and effect. Promptly after receipt of Tenant’s notice of terminationthis Section is waived or lapses, Landlord shall return not be required to Tenant enter in to the first monthly installment construction contract with the general contractor, to pay or reimburse any payment made to the Architect or to incur any expense other than construction management services. Notwithstanding anything in the above to the contrary, if you have exercised your termination right pursuant to this Section, then in that event Landlord shall have the right, but not the obligation, solely at Landlord's expense, to obtain the Assurances on your behalf. Landlord will notify you in writing within three business days of Tenant’s Monthly Expense and Tax PaymentLandlord's receipt of your termination notice as to whether Landlord will attempt to obtain the Assurances. If Landlord is unable to obtain the Assurances within thirty (30) days of giving such notice, or fails to give such notice within said three (3) day period, the Security Deposit Lease shall terminate as described above. Each and every term and provision of this Lease and all exhibits attached hereto, is agreed to by you, the installment Tenant, on NOVEMBER 13 , 2001. TRADESTATION GROUP, INC., a Florida corporation (Witnesses as to Tenant) By: /s/ MARC J. STONE ---------------------------- ------------------------------ Print Name: MARC J. STONE ---------------------------- ----------------------- Print Title: VICE PRESIDENT ----------------------- Each and every term and provision of Base Rent for this Lease and all exhibits attached hereto, is agreed to by the second full calendar month of the TermLandlord on NOVEMBER 13 , all of which are 2001. CROSSROADS BUSINESS PARK ASSOCIATES LLP, a Florida limited liability partnership (Witnesses as to be delivered by Tenant to Landlord with the executed Lease in accordance with Section 1.04 of the Lease. As used hereinLandlord) By: Argent Point, “Sublease” means that certain sublease agreement between Siemens and SCI pursuant to whichInc., among other thingsa Florida corporation, Siemens subleases to SCI floors 1 – 4 of the Building. As used hereinas an authorized partner ----------------------------- By: /s/ JACK AZOUT ----------------------------- ----------------------------- Jack Azout, “Sub-sublease” means that certain sub-sublease agreement between Tenant and SCI pursuant to whichPresident Xx: Xxxxton Point, among other thingsInc., SCI subleases to Tenant floors 1 – 4 of the Building. As used herein, “Contingency Date” means December 31, 2006. EXHIBIT F-1a Florida corporation as an authorized partner ----------------------------- By: /s/ ERWIN SREDNI ----------------------------- ----------------------------- Erwin Sredni

Lease Contingency. Notwithstanding anything else herein to the contrary, this This Lease is contingent on Landlord securing the necessary governmental approvals for the construction of the proposed driveway adjacent to a portion of the Building and additional loading docks ("Loading Docks") at the Building. Attached hereto as Exhibits H and I respectively are the agreed upon site plans for the driveway and the Loading Docks. Landlord agrees to make a reasonable effort to secure such approvals at Landlord's expense. Upon securing such approvals Landlord, at its expense shall diligently perform the site work for 15 typical 25 foot straight truck type loading docks and 3 typical 18-wheel vehicle loading docks (i) Siemens Real Estate, Inc., a Delaware corporation (“Siemens”it being the intent of the parties that the Tenant at its own expense shall construct the loading docks) and Siemens Communicationsthe driveway adjacent to the Building. If Landlord has not secured such approvals by November 1, Inc.1997, then either party may terminate the Lease, by giving the other party written notice of termination by November 11, 1997. If Landlord has secured the approvals by November 1, 1997, then it shall have until March 31, 1998 to perform the site work for the loading docks and construct the driveways; provided, that as of November 1, 1997, Landlord makes available to Tenant a Delaware corporation temporary loading dock (“SCI”until Tenant's loading docks are completed which completion Tenant will pursue with best efforts) mutually executing to an alternative loading dock. Such availability shall either be in the form of temporary use of the existing loading dock (if Landlord has not agreed to allow another tenant to use it) or giving the Tenant the right at Tenant's expense to create a temporary loading dock (if permitted under all applicable laws, rules and delivering regulations) with Landlord performing the Subleasesite work for such temporary loading dock (if permitted under all applicable laws, as defined below; (ii) Tenant rules and SCI mutually executing and delivering the Sub-sublease (defined below); and (iiI) Siemens, SCI and Landlord mutually executing and delivering a Landlord Consent to Sublease (the “Sublease Consent”), and (ii) Tenant, Siemens, SCI and Landlord executing and delivering a Landlord Consent to Sub-sublease (the “Sub-sublease Consent”), on or before the Contingency Date (defined belowregulations). If the existing loading dock is not available to Tenant by November 1, 1997 or Landlord has not substantially completed the site work for the temporary loading dock by November 1, 1997, or Tenant cannot secure any reason (w) Siemens and SCI fail necessary governmental approvals by November 1, 1997 to mutually execute and deliver build a temporary loading despite reasonable effort, or Landlord does not substantially finish the Subleasedriveway or site work for the loading docks by March 31, and (x) Tenant and SSCI fail to mutually execute and deliver the Sub-sublease1998, and (y) Siemens, SCI and Landlord fail to mutually execute and deliver the Sublease Consent, and (z) Tenant, Siemens, SCI and Landlord fail to mutually execute and deliver the Sub-sublease Consent on or before the Contingency Date, then, notwithstanding anything else herein to the contrary, then Tenant may terminate this the Lease by providing giving Landlord written notice thereof to Landlord within 10 Business Days after ten days of the Contingency Dateapplicable due date. In addition, in which the event Landlord has not secured the necessary governmental approvals within sixty (60) days after mutual execution of the Lease, Tenant shall have the right to terminate the Lease shall be null and void and by giving Landlord written notice of no force or effecttermination within ten days of the applicable due date; provided, provided however, that Sections 1.12Landlord may void Tenant's notice of termination upon written notice given within ten (10) days of receiving Tenant's notice of termination ("Landlord's Nullification Notice"). As part of Landlord's Nullification Notice, 24Landlord shall agree to pay any reasonable buildout expenses Tenant incurs from the date of Landlord's Nullification Notice until the date Landlord or Tenant terminates the Lease pursuant to this section 6; provided however, 26.01, 26.02 Landlord's agreement is conditioned upon preapproving such expenses and 26.05 Tenant agrees to give Landlord a detailed itemization of such expenses in a form reasonably acceptable to Landlord. Under no circumstances shall Landlord have any responsibility to pay any portion of the Lease (together with any other provisions hereof expenses that arises after Landlord or Tenant terminates the Lease. Landlord intends initially to attempt to secure the necessary approvals for the loading docks and the driveway at the administrative level and to include in such submission permission for a new parking lot and the aforesaid driveway and loading docks. To the extent necessary that Landlord is given approval at the administrative level for just the driveway and loading dock, Landlord agrees to establish definitions accept such approval and pursue permission for the parking lot in a separate action. If the Lease is terminated because of defined terms used in such Sections) shall remain in full force and effect. Promptly after receipt the failure of Tenant’s notice of terminationthe above Lease contingency, Landlord shall return to Tenant the first monthly installment of Tenant’s Monthly Expense and Tax Payment, the 's Security Deposit and the installment of Base Rent for the second full calendar month of the Term, all of which are to be delivered by Tenant to Landlord with the executed Lease in accordance with Section 1.04 of the Lease. As used herein, “Sublease” means that certain sublease agreement between Siemens and SCI pursuant to which, among other things, Siemens subleases to SCI floors 1 – 4 of the Building. As used herein, “Sub-sublease” means that certain sub-sublease agreement between Tenant and SCI pursuant to which, among other things, SCI subleases to Tenant floors 1 – 4 of the Building. As used herein, “Contingency Date” means December 31, 2006. EXHIBIT F-1Deposit.

Lease Contingency. Notwithstanding anything else herein to Tenant acknowledges that, as of the contrary, date of execution of this Lease is contingent upon by Landlord, Landlord has advised Tenant that (i) Siemens Real EstateLandlord does not own fee simple title to the Property, Inc.but rather, has the right to purchase the Property from its current owner, MSA, under the terms of a Delaware corporation (“Siemens”) and Siemens Communications, Inc., a Delaware corporation (“SCI”) mutually executing and delivering the Sublease, as defined below; (ii) Tenant and SCI mutually executing and delivering the Sub-sublease (defined below); and (iiI) Siemens, SCI and Landlord mutually executing and delivering a Landlord Consent to Sublease letter a:greement with MSA (the “Sublease Consent”"MSA Letter Agreement"), and (ii) TenantLandlord is currently negotiating the terms of a development services agreement with Xxxxx & Company, Siemensa division of Xxxxx Bank N.A., SCI and Landlord executing and delivering as Trustee of the Multi-Employer Property Trust, a Landlord Consent to Sub-sublease trust organized under 12 C.F.R. Section 9.18 (the “Sub-sublease Consent”"MEPT"), pursuant to which MEPT would, inter alia, (a) acquire title to the Property from MSA, (b) take an assignment of Landlord's right? title and interest as Landlord under this Lease, and (c) thereupon perform the obligations of "Landlord" hereunder, with Landlord serving as MEPT's development manager for such purpose (collectively, the "MEPT Transaction"). Landlord hereby represents and warrants to Tenant that, as of the date hereof, (1) Landlord has the right to purchase the Property from MSA pursuant to the MSA Letter Agreement, and (2) Landlord and MEPT have each executed and delivered a non-binding letter of intent to enter into the MEPT Transaction. Tenant agrees that, in the event the MEPT Transaction has not been consummated on or before December 31, 2001, then Landlord shall have the Contingency Date right, which must be exercised by written notice to Tenant no later than 5:00 p.m. EST on January 8, 2002, to terminate this Lease, whereupon this Lease shall thereupon terminate and be deemed null and void ab initio, and the parties shall be released from any and all of their respective obligations hereunder except (defined below). If a) for any reason (w) Siemens and SCI fail Landlord's obligation to mutually execute and deliver reimburse Tenant for the SubleaseTest Fit Allowance pursuant to Exhibit C, which shall survive such termination, and (xb) Tenant and SSCI fail unless Landlord fails to mutually execute and deliver consummate the Sub-sublease, and (y) Siemens, SCI and Landlord fail to mutually execute and deliver the Sublease Consent, and (z) Tenant, Siemens, SCI and Landlord fail to mutually execute and deliver the Sub-sublease Consent on or before the Contingency Date, then, notwithstanding anything else herein to the contrary, Tenant may terminate this Lease by providing written notice thereof to Landlord within 10 Business Days after the Contingency Date, in which event the Lease shall be null and void and of no force or effect; provided, however, that Sections 1.12, 24, 26.01, 26.02 and 26.05 MEPT Transaction solely because of the Lease (together with any other provisions hereof parties' failure to reach agreement on a mutually acceptable form of Option Agreement within the extent necessary to establish definitions of defined terms used time frame described in such Sections) shall remain in full force and effect. Promptly after receipt of Tenant’s notice of terminationSection 52.5, above, Landlord shall return also reimburse Tenant for its reasonable out-of-pocket expenses associated with the negotiation and consummation of this Lease, not to Tenant exceed Ten Thousand Dollars ($10,000.00) in the first monthly installment of aggregate, within thirty (30) days after Tenant’s Monthly Expense and Tax Payment, the Security Deposit and the installment of Base Rent 's written request for the second full calendar month such reimbursement accompanied by reasonable substantiation of the Termapplicable expenses. Landlord further agrees that it will not, all of without Tenant's consent (which are shall not be unreasonably withheld, conditioned or delayed), assign its interest under this Lease prior to be delivered by Tenant to Landlord with the executed Lease in accordance with Section 1.04 of the Lease. As used herein, “Sublease” means that certain sublease agreement between Siemens and SCI pursuant to which, among other things, Siemens subleases to SCI floors 1 – 4 of the Building. As used herein, “Sub-sublease” means that certain sub-sublease agreement between Tenant and SCI pursuant to which, among other things, SCI subleases to Tenant floors 1 – 4 of the Building. As used herein, “Contingency Date” means December 31, 2006. EXHIBIT F-184

Lease Contingency. Notwithstanding anything else herein Simultaneously with the execution of this Lease, Tenant and an affiliate of Landlord (“Building B Landlord”) are entering into a lease for a building to be constructed on Parcel B of the Project (such building to be referred to as “Building B”, as such Parcel B is more particularly described on Exhibit 3.03(b), attached, and any such lease of Building B to be referred to as the “Building B Lease”). This Lease and the Building B Lease (together, the “Leases”) are each contingent upon the issuance of an “approval letter” by the Federal Drug Administration (the “FDA”) of Tenant’s new drug application for telaprevir as a so-called “listed drug”, as such terms are defined in 21 C.F.R 314.3 (the “Telaprevir Approval”). If the Telaprevir Approval is not issued by the FDA, or the FDA issues a written refusal to approve telaprevir, on or before December 31, 2011, then this Lease shall terminate and be of no further force and effect as of December 31, 2011 except for the obligations that expressly survive the termination hereof. In the event that this Lease terminates pursuant to the contraryimmediately preceding paragraph, this Lease is contingent upon then Tenant shall reimburse Fan Pier Development LLC, an affiliate of Landlord, for the actual cost (without xxxx-up) of (i) Siemens Real Estate, Inc., a Delaware corporation fifty percent (“Siemens”50%) of all third party costs and Siemens Communications, Inc., a Delaware corporation (“SCI”) mutually executing and delivering expenses incurred by Fan Pier Development LLC in progressing the Sublease, as defined below; (ii) Tenant and SCI mutually executing and delivering design of the Sub-sublease (defined below); and (iiI) Siemens, SCI and Landlord mutually executing and delivering a Landlord Consent to Sublease (the “Sublease Consent”), Building and (ii) Tenantone hundred percent (100%) of all third party costs and expenses incurred by Fan Pier Development LLC in progressing the design of certain elements of Finish Work, Siemensincluding in each case without limitation the fees and expenses payable to the design team for the Building (collectively, SCI and Landlord executing and delivering a Landlord Consent “Reimbursable Expenditures”) prior to Sub-sublease (the “Sub-sublease Consent”execution of the Leases. Reimbursable Expenditures shall not exceed $3,619,105.00 as detailed on the schedule attached as Exhibit 2.01(g), on or before which schedule reflects a budget of anticipated Reimbursable Expenditures with respect to the Contingency Date Building to (defined below). If for any reason i) progress to the design through the date of the Lease, (wii) Siemens and SCI fail re-design the Building to mutually execute and deliver conform the Subleasedesign to The Commonwealth of Massachusetts State Building Code, 7th/8th (as applicable) Edition, and (xiii) progress the design of certain elements of Finish Work. Reimbursable Expenditures shall not include (i) the purchase of any construction materials, (ii) the performance of any construction activity, (iii) payment for any necessary governmental approvals including, but not limited to a building permit, or (iv) the cost of Landlord or its affiliates Fan Pier Development LLC or The Fallon Company, LLC’s overhead, personnel, legal and/or accounting expenses. Reimbursable Expenditures shall be invoiced in a format and supported by such supporting documentation as Tenant may reasonably require. Tenant will make payment within thirty (30) days of invoice and SSCI fail to mutually execute and deliver upon payment shall receive copies of all design documents for the Sub-sublease, and Building (y) Siemens, SCI and Landlord fail to mutually execute and deliver the Sublease Consent, and (z) Tenant, Siemens, SCI and Landlord fail to mutually execute and deliver the Sub-sublease Consent on or before the Contingency Date, then, notwithstanding anything else herein which copies shall be subject to the contraryterms of architect’s agreements governing use and ownership, Tenant may terminate this Lease by providing written notice thereof to Landlord within 10 Business Days after the Contingency Date, in copies of which event the Lease shall be null and void and provided to Tenant). The obligation of no force or effect; Tenant to reimburse Fan Pier Development LLC for Reimbursable Expenditures pursuant to this paragraph shall survive the termination of this Lease, provided, however, however that Sections 1.12, 24, 26.01, 26.02 and 26.05 all work that results in further Reimbursable Expenditures shall cease as of the Lease (together with any other provisions hereof to the extent necessary to establish definitions date of defined terms used in such Sections) shall remain in full force and effecttermination. Promptly after receipt of Tenant’s notice of termination, Landlord shall return to Tenant the first monthly installment of Tenant’s Monthly Expense and Tax Payment, the Security Deposit and the installment of Base Rent for the second full calendar month of the Term, all of which are to be delivered Payments previously made by Tenant to Landlord with the executed Lease in accordance with Section 1.04 of the Lease. As used herein, “Sublease” means Fan Pier Development LLC pursuant to that certain sublease agreement between Siemens Feasibility Assessment and SCI pursuant to whichReimbursement Agreement (“Feasibility Agreement”) dated May 29, among other things, Siemens subleases to SCI floors 1 – 4 of the Building. As used herein, “Sub-sublease” means that certain sub-sublease agreement 2008 by and between Tenant and SCI pursuant Fan Pier Development LLC in the amount of $1,450,000.00 shall be treated as a credit against Reimbursable Expenditures as shown on Exhibit 2.01(g) and shall be included in repayments made by the Landlord upon Telaprevir Approval. The agreement set forth in this paragraph supersedes and terminates the Feasibility Agreement. In the event Tenant pays the Reimbursable Expenditures as set forth above and within twelve months thereafter Landlord enters into a new lease or leases using the Base Building Work Plans, with a comparable effective rent, then Landlord shall cause its affiliate to which, among other things, SCI subleases return the Reimbursable Expenditures previously received by Landlord or its affiliates to Tenant floors 1 – 4 of the Building. As used herein, “Contingency Date” means December 31, 2006. EXHIBIT F-1Tenant.