Common use of Possession and Commencement Date Clause in Contracts

Possession and Commencement Date. 4.1. Landlord shall use commercially reasonable efforts to tender possession of the Premises to Tenant on the Estimated Term Commencement Date, with the work (the ‘‘Tenant Improvements”) required of Landlord described in the Work Letter attached hereto as Exhibit B (the “Work Letter’’) Substantially Complete (as defined below). Tenant agrees that in the event such work is not Substantially Complete on or before the Estimated Term Commencement Date for any reason, then (a) this Lease shall not be void or voidable, (b) Landlord shall not be liable to Tenant for any loss or damage resulting therefrom, (c) the Term Commencement Date and Term Expiration Date shall be extended accordingly and (d) Tenant shall not be responsible for the payment of any Base Rent or Tenant’s Share of Operating Expenses (as defined below) until the actual Term Commencement Date as described in Section 4.2 occurs. The term “Substantially Complete” or “Substantial Completion” means that (y) the Tenant Improvements are substantially complete in accordance with the Approved Plans (as defined in the Work Letter), except for minor punch list items that will not materially adversely affect Tenant’s normal operations in the Premises, and (z) a certificate of occupancy or temporary certificate of occupancy has been issued by the applicable governmental agencies to occupy the Premises or the applicable governmental agencies have otherwise signed off permitting the Premises to be occupied. Notwithstanding anything in this Lease (including the Work Letter) to the contrary, Landlord’s obligation to timely achieve Substantial Completion shall be subject to extension on a day-for-day basis as a result of Force Majeure (as defined below).

Possession and Commencement Date. 4.1. Landlord shall use commercially reasonable efforts to tender possession of the Premises to Tenant on the Estimated Term Commencement Date, with the work (the ‘‘“Tenant Improvements”) required of Landlord described in the Work Letter attached hereto as Exhibit B (the “Work Letter’’”) Substantially Complete (as defined below). Tenant agrees that in the event such work is not Substantially Complete on or before the Estimated Term Commencement Date for any reason, then then, so long as the SVB Lease (defined in Section 4.4 below) continues in effect, (a) this Lease shall not be void or voidable, (b) Landlord shall not be liable to Tenant for any loss or damage resulting therefrom, (c) the Term Commencement Date and Term Expiration Date shall be extended accordingly (subject to Section 4.4 below) and (d) Tenant shall not be responsible for the payment of any Base Rent or Tenant’s Share of Operating Expenses (as defined below) until the actual Term Commencement Date as described in Section 4.2 occurs. The term “Substantially Complete” or “Substantial Completion” means that (y) the Tenant Improvements are substantially complete in accordance with the Approved Plans (as defined in the Work Letter), except for minor punch list items that will not materially adversely affect or defects which can be completed or remedied after Tenant occupies the Premises without causing substantial interference with Tenant’s normal operations in use of the Premises, Premises for the Permitted Use and (z) a certificate of occupancy or a temporary certificate of occupancy (or their equivalent) has been issued by the applicable governmental agencies to occupy the Premises or the applicable governmental agencies have otherwise signed off permitting the Premises to be occupiedissued. Notwithstanding anything in this Lease (including the Work Letter) to the contrary, Landlord’s obligation to timely achieve Substantial Completion shall be subject to extension on a day-for-day basis as a result of Force Majeure (as defined below).

Possession and Commencement Date. 4.1. Landlord shall use commercially reasonable efforts to tender possession of the Premises to Tenant on or before the Estimated Term Commencement Date, with the work (the ‘‘“Tenant Improvements”) required of Landlord described in the Work Letter attached hereto as on Exhibit B (the “Work Letter’’) Substantially Complete (as defined below). Tenant agrees that in the event such work is not Substantially Complete on or before the Estimated Term Commencement Date for any reason, then (a) this Lease shall not be void or voidable, (b) Landlord shall not be liable to Tenant for any loss or damage resulting therefrom, (c) the Term Commencement Date and Term Expiration Date shall be extended accordingly and (d) Tenant shall not be responsible for the payment of any Base Rent or Tenant’s Share of Operating Expenses (as defined below) or Tenant’s Pro Rata Share of Taxes (as defined below) until the actual Term Commencement Date as described in Section 4.2 occurs. The term “Substantially Complete” or “Substantial Completion” means that (y) the Tenant Improvements are substantially complete in accordance with the Approved Plans (as defined in the Work Letter)Exhibit B, except for minor punch list items that will not materially adversely affect Tenant’s normal operations in the Premises, and (z) a certificate of occupancy or temporary certificate of occupancy has been issued by the applicable governmental agencies to occupy the Premises or the applicable governmental agencies have otherwise signed off permitting the Premises to be occupieditems. Notwithstanding anything in this Lease (including the Work Letter) to the contrary, Landlord’s obligation to timely achieve Substantial Completion shall be subject to extension on a day-for-day basis as a result of Force Majeure (as defined below).

Possession and Commencement Date. 4.1. Landlord shall use commercially reasonable efforts to tender possession of the Premises to Tenant on (for the Estimated Term Commencement Date, with purposes of commencing the work (the ‘‘Tenant Improvements”) required of Landlord described in the Work Letter attached hereto as Exhibit B (the “Work Letter’’) Substantially Complete Improvements (as defined below)) on the date (the “Estimated Delivery Date”) that is forty-five (45) days after the Execution Date with the Condition Obligation (as defined below) satisfied. Tenant agrees that in the event such work the Condition Obligation is not Substantially Complete satisfied on or before the Estimated Term Commencement Delivery Date for any reason, then (a) this Lease shall not be void or voidable, (b) Landlord shall not be liable to Tenant for any loss or damage resulting therefrom, therefrom and (c) the Estimated Term Commencement Date and Term Expiration Date shall be extended accordingly and (d) Tenant shall on a day-for-day basis. Notwithstanding the foregoing sentence, if the Condition Obligation is not be responsible for the payment of any Base Rent or Tenant’s Share of Operating Expenses (as defined below) until the actual Term Commencement Date as described in Section 4.2 occurs. The term “Substantially Complete” or “Substantial Completion” means that (y) the Tenant Improvements are substantially complete in accordance with the Approved Plans (as defined in the Work Letter), except for minor punch list items that will not materially adversely affect Tenant’s normal operations in the Premises, and (z) a certificate of occupancy or temporary certificate of occupancy has been issued satisfied by the applicable governmental agencies to occupy date (“Outside Delivery Date”) that is one hundred twenty (120) days after the Premises or the applicable governmental agencies have otherwise signed off permitting the Premises to be occupied. Notwithstanding anything in this Lease Execution Date (including the Work Letter) to the contrary, Landlord’s obligation to timely achieve Substantial Completion shall be which date is subject to extension on a day-for-day basis as a result of due to Force Majeure (as defined below)), but the work that remains to be completed in order to satisfy the Condition Obligation (“Remaining Work”) will not prevent or materially impede or materially interfere with Tenant’s performance of the Tenant Improvements, then Landlord shall have the right to tender possession of the Premises to Tenant, so long as Landlord diligently prosecutes the Remaining Work to completion and completes the Remaining Work as of or prior to Substantial Completion (as defined below) of the Tenant Improvements; provided, however, that if the Condition Obligation is not satisfied by the Outside Delivery Date and the Remaining Work will prevent or materially impede or materially interfere with Tenant’s performance of the Tenant Improvements, then Tenant shall have the right to deliver written notice to Landlord (a “Termination Notice”) stating that if the Remaining Work is not completed within thirty (30) days after delivery of such Termination Notice, then this Lease shall terminate, and if Landlord fails to complete the Remaining Work within such thirty (30)-day period, then this Lease shall terminate effective as of the date that is thirty (30) days after delivery of the Termination Notice. The “Delivery Date” shall be the day Landlord tenders possession of the Premises to Tenant in accordance with this Section.

Possession and Commencement Date. 4.1. Landlord shall use exercise commercially reasonable efforts to tender possession of the Premises to Tenant on the Estimated Term Commencement Date, with the work (the ‘‘Tenant Improvements”) required of Landlord described in the Work Letter attached hereto as Exhibit B (the “Work Letter’’Tenant Improvements”) Substantially Complete (as defined below), and the Landlord shall cause the Premises to be delivered to Tenant in a vacant, clean and fully operable condition. Tenant agrees that in the event such work is Tenant Improvements are not Substantially Complete on or before the Estimated Term Commencement Date for any reason, then (a) this Lease shall not be void or voidable, (b) Landlord shall not be liable to Tenant for any loss or damage resulting therefrom, (c) the Term Commencement Date and Term Expiration Date shall be extended accordingly and (d) Tenant shall not be responsible for the payment of any Base Rent or Tenant’s Share of Operating Expenses (as defined below) until one (1) month after the actual Term Commencement Date (“Rent Commencement Date”); provided, however, if the satisfaction of the requirements for Substantial Completion of Tenant Improvements have been delayed by any Tenant Delay, Substantial Completion of Tenant Improvements shall be deemed to occur when (as described reasonably determined by Landlord) Substantial Completion of Tenant Improvements would have occurred if such Tenant Delay had not occurred. The Tenant Improvements shall be deemed Substantially Completed, as that term is used in Section 4.2 occursthis Article 4 and elsewhere in this Lease, if Landlord has (y) completed all of Landlord’s work identified on Tenant’s plans so that the Premises are in vacant, clean and fully operable condition (subject only to a punchlist of items that do not materially interfere with Tenant’s use of the Premises) and (z) received a temporary certificate of occupancy from the from the municipality(ies) in which the Property is located or a certificate of Substantial Completion from the architect, or would have received the temporary occupancy certificate or certificate of Substantial Completion but for delays or failure of Tenant or Tenant’s architect to deliver items in accordance with the Work Letter attached hereto. The term “Substantially Complete” or “Substantial Completion” means that (y) the Tenant Improvements are substantially complete Substantially Completed. The term “Tenant Delay” shall mean: (1) delays or failure of Tenant or Tenant’s architect to deliver items in accordance with the Approved Plans Work Letter attached hereto as Exhibit G, but only to the extent such delay is not caused by Landlord’s delay; (2) Tenant’s failure to fulfill its obligations as set forth in this Lease or the Work Letter (including any failure to review or approve or disapprove any items in accordance with the Work Letter); (3) delays caused by Tenant Change Order Requests (as defined in the Work Letter) or TI Tenant Change Order Requests (as defined in the Work Letter); (4) unavailability of materials, except components or finishes for minor punch list items Tenant Improvements that will not materially adversely affect differ from Landlord’s standard work or that have an unusually long lead-time for delivery; or (5) a willful or negligent act or omission of Tenant or Tenant’s normal operations in agents that interferes with the Premises, and (z) a certificate progress of occupancy or temporary certificate of occupancy has been issued by the applicable governmental agencies to occupy the Premises or the applicable governmental agencies have otherwise signed off permitting the Premises to be occupied. Notwithstanding anything in this Lease (including the Work Letter) to the contrary, Landlord’s obligation to timely achieve Substantial Completion shall be subject to extension on a day-for-day basis as a result of Force Majeure (as defined below)work.

Possession and Commencement Date. 4.1. Landlord shall use commercially reasonable efforts to tender possession of (a) the portion of the Premises depicted on Exhibit A-1 attached hereto (such portion of the Premises, the “Phase 1 Premises”) to Tenant on the Estimated Term Commencement Date, Date for the Phase 1 Premises with the work described on Exhibit G-1 attached hereto (the ‘‘“Phase 1 Tenant Improvements”) required of Landlord described in the Work Letter attached hereto as Exhibit B (the “Work Letter’’) Substantially Complete (as defined below)) and (b) the remainder of the Premises as depicted on Exhibit A-2 attached hereto (such portion of the Premises, the “Phase 2 Premises”) on the Estimated Term Commencement Date for the Phase 2 Premises, with the work described on Exhibit G-2 attached hereto (the “Phase 2 Tenant Improvements” and, collectively with the Phase 1 Tenant Improvements, the “Tenant Improvements”) and the work described in Exhibit G-3 attached hereto (the “Landlord Work”) Substantially Complete. Tenant agrees that in the event such work is not Substantially Complete on or before the Estimated Term Commencement Date such dates for any reason, then (aw) this Lease shall not be void or voidable, (bx) Landlord shall not be liable to Tenant for any loss or damage resulting therefrom, (cy) the Term Commencement Date and Term Expiration Date shall be extended accordingly (with respect to a delay in the Term Commencement Date for the Phase 1 Premises only) and (dz) Tenant shall not be responsible for the payment of any Base Rent or Tenant’s Share of Operating Expenses (as each term is defined below) until the actual Term Commencement Date as described in Section 4.2 occurs. The term “Substantially Complete” or “Substantial Completion” means that (y) the respective Tenant Improvements are substantially complete in accordance with the Approved Plans (as defined in the Work Letter attached as Exhibit B hereto (the “Work Letter”)), except for minor punch list items that will do not materially adversely affect interfere with Tenant’s normal operations in use of the Premisesrespective Premises for the Permitted Use and, as to the Phase 2 Tenant Improvements and Landlord Work only, Landlord has obtained all approvals and permits from the appropriate Governmental Authorities (zas defined below) a certificate required for legal occupancy of occupancy or temporary certificate of occupancy has been issued by the applicable governmental agencies to occupy the Premises or for the applicable governmental agencies have otherwise signed off permitting the Premises to be occupiedPermitted Use. Notwithstanding anything in this Lease (including the Work Letter) to the contrary, Landlord’s obligation to timely achieve Substantial Completion shall be subject to extension on a day-for-day basis as a result of accident; breakage; repair; strike, lockout or other labor disturbance or labor dispute of any character; act of terrorism; shortage of materials, which shortage is not unique to Landlord or Tenant, as the case may be; governmental regulation, moratorium or other governmental action, inaction or delay; or Landlord’s inability, despite the exercise of reasonable diligence or by any other cause, including Landlord’s negligence, to furnish any such utility or service (collectively, “Force Majeure (as defined belowMajeure”).

Possession and Commencement Date. 4.1. Prior to the Term Commencement Date, Tenant shall occupy a portion of the Premises consisting of approximately twenty-two thousand (22,000) square feet of office space (“Office Space”) pursuant to the terms of the Office Lease. Tenant’s occupancy of the Office Space prior to the Term Commencement Date hereunder shall be subject to the terms and provisions of the Office Lease and shall not be subject to the provisions of this Lease. Landlord shall use commercially reasonable efforts to tender possession of the Manufacturing Premises to Tenant on the Estimated Term Commencement Date, with the Tenant Improvement work (the ‘‘Tenant Improvements”) required of Landlord described in the Work Letter attached hereto as Exhibit B (the “Work Letter’’”) Substantially Complete (as defined below). Tenant agrees that in the event such work is not Substantially Complete on or before the Estimated Term Commencement Date for any reason, then (a) this Lease shall not be void or voidable, (b) Landlord shall not be liable to Tenant for any loss or damage resulting therefrom, (c) the Term Commencement Date and Term Expiration Date shall be extended accordingly and accordingly, (d) Tenant shall not be responsible for the payment of any Base Rent or Tenant’s Share of Operating Expenses (as defined below) until the actual Term Commencement Date as described in Section 4.2 occursoccurs and (e) Tenant shall continue to occupy the Office Space pursuant to the provisions of the Office Lease until the Term Commencement Date. The term “Substantially Complete” or “Substantial Completion” means that (y) the Tenant Improvements are have been substantially complete completed and commissioned in accordance with the Work Letter (except for minor punch list items that do not materially and substantially interfere with Tenant’s ability to use the Premises for the Permitted Use (“Punchlist Items”)) in a good and workmanlike manner, in accordance with the Approved Plans (as defined in Section 2.2(e)(i) of the Work Letter), except for minor punch list items that will not materially adversely affect Tenant’s normal operations in the Premises, ) and all Applicable Laws and (z) a certificate of occupancy or temporary certificate of occupancy occupancy, or its equivalent, from the municipality in which the Property is located, has been issued by the applicable governmental agencies delivered to occupy the Premises or the applicable governmental agencies have otherwise signed off permitting the Premises to be occupiedTenant. Notwithstanding anything in to the contrary contained herein, if Landlord has not delivered the Manufacturing Premises with the Tenant Improvements Substantially Completed to Tenant on or before February 28, 2010, as such date may be extended by Tenant Delays and/or Force Majeure, Tenant shall have the right thereafter to terminate this Lease (including the Work Letter) to the contraryeffective as of June 30, Landlord’s obligation to timely achieve Substantial Completion shall be subject to extension on a day-for-day basis as a result of Force Majeure (as defined below).2010, by

Possession and Commencement Date. 4.1. 4.1 Landlord shall use commercially reasonable efforts to tender possession of the Premises to Tenant on the Estimated Term Commencement Date, with the work (the ‘‘“Tenant Improvements”) required of Landlord described in the Work Letter attached hereto as on Exhibit B (the “Work Letter’’) Substantially Complete (as defined below). Tenant agrees that in the event such work is not Substantially Complete on or before the Estimated Term Commencement Date for any reason, then (a) this Lease shall not be void or voidable, (b) Landlord shall not be liable to Tenant for any loss or damage resulting therefrom, and (c) the Term Commencement Date and Term Expiration Date shall be extended accordingly and (d) Tenant shall not be responsible for the payment of any Base Rent or Tenant’s Share (as defined below) of Operating Expenses (as defined below) until the actual Term Commencement Date as described in Section 4.2 occurs. The term “Substantially Complete” or “Substantial Completion” means that (y) the Tenant Improvements are substantially complete in accordance with the Approved Plans plans attached hereto as Exhibit B (as defined in the Work Letter“Tenant Improvement Plans”), except for minor punch list items that will not materially adversely affect Tenant’s normal operations in Punch List Items (as defined below) and Tenant has received a use and occupancy permit (or the legal equivalent) from the appropriate Governmental Authorities allowing occupancy of the Premises, and (z) a certificate of occupancy or temporary certificate of occupancy has been issued by the applicable governmental agencies to occupy the Premises or the applicable governmental agencies have otherwise signed off permitting the Premises to be occupied. Notwithstanding anything in this Lease (including the Work Letter) to the contrary, Landlord’s obligation to timely achieve Substantial Completion shall be subject to extension on a day-for-day basis as a result of Force Majeure (as defined below).. When the Tenant Improvements are nearing Substantial Completion, Landlord shall notify Tenant and within five (5) business days thereafter Tenant and Landlord shall conduct a walk-through of the Premises and prepare a Punch List (as defined below) relating to the Tenant Improvements (the “T.I. Punch List”). Landlord shall use its commercially reasonable efforts to cause its contractor for the Tenant Improvements to complete the Punch List Items on the T.

Possession and Commencement Date. 4.1. Landlord shall use commercially reasonable efforts to tender possession of the Premises to Tenant on the Estimated Term Commencement Date, with the work (the ‘‘“Tenant Improvements”) required of Landlord described in the Work Letter attached hereto as Exhibit B (the “Work Letter’’”) Substantially Complete (as defined below). Tenant agrees that in the event such work is not Substantially Complete on or before the Estimated Term Commencement Date for any reason, then (a) this Lease shall not be void or voidable, (b) Landlord shall not be liable to Tenant for any loss or damage resulting therefrom, (c) the Term Commencement Date and Term Expiration Date shall be extended accordingly and (d) Tenant shall not be responsible for the payment of any Base Rent or Tenant’s Adjusted Share of Operating Expenses (as defined below) until the actual Term Commencement Date as described in Section 4.2 occurs. The term “Substantially Complete” or “Substantial Completion” means that (y) the Tenant Improvements are substantially complete in accordance with the Approved Plans (as defined in the Work Letter), except for minor punch list items that will not materially adversely affect Tenant’s normal operations in the Premises, and (z) a certificate of occupancy or temporary certificate of occupancy has been issued by the applicable governmental agencies to occupy the Premises or the applicable governmental agencies have otherwise signed off permitting the Premises to be occupied. Notwithstanding anything in this Lease (including the Work Letter) to the contrary, (y) Landlord’s obligation to timely achieve Substantial Completion shall be subject to extension on a day-for-day basis as a result of Force Majeure (as defined below) or a Tenant Delay (as defined below), and (z) if there has been no Force Majeure or Tenant Delay and Landlord fails to deliver the Premises to Tenant with the Tenant Improvements Substantially Complete on or before the date that is thirty (30) days after the Estimated Term Commencement Date, then the Base Rent shall be abated one (1) day for each day after the Estimated Term Commencement Date that Landlord fails to deliver the Premises to Tenant with the Tenant Improvements Substantially Complete. The term “Substantially Complete” or “Substantial Completion” means that the Tenant Improvements are substantially complete in accordance with the Approved Plans (as defined in the Work Letter), except for minor punch list items.

Possession and Commencement Date. 4.1. Landlord shall use commercially reasonable efforts to tender possession of the Premises to Tenant on the Estimated Term Commencement Date, with the work (the ‘‘“Tenant Improvements”) required of Landlord described in the Work Letter attached hereto as on Exhibit B (the “Work Letter’’) Substantially Complete (as defined below). The Tenant Improvements shall be performed by Landlord at its sole cost and expense. Tenant agrees that in the event such work is not Substantially Complete on or before the Estimated Term Commencement Date for any reason, then then, except as set forth below, (a) this Lease shall not be void or voidable, (b) Landlord shall not be liable to Tenant for any loss or damage resulting therefrom, (c) the Term Commencement Date and Term Expiration Date shall be extended accordingly and (d) Tenant shall not be responsible for the payment of any Base Rent or Tenant’s Share of Operating Expenses (as defined below) until the actual Term Commencement Date as described in Section 4.2 occurs. The term “Substantially Complete” or “Substantial Completion” means that (y) the Tenant Improvements are substantially complete in accordance with the Approved Plans (as defined in the Work Letter), except for minor punch list items that will not materially adversely affect Tenant’s normal operations in the Premises, and (z) a certificate of occupancy or temporary certificate of occupancy has been issued by the applicable governmental agencies to occupy the Premises or the applicable governmental agencies have otherwise signed off permitting the Premises to be occupied. Notwithstanding anything in this Lease (including the Work Letter) to the contrary, Landlord’s obligation if Landlord has not tendered possession of the Premises to timely achieve Tenant with the Tenant Improvements Substantially Complete by the Estimated Term Commencement Date, then Landlord shall pay Tenant within ten (10) business days after receipt of an invoice therefor the amount of any holdover premiums actually paid by Tenant under its current leases set forth in the table below (“Holdover Premiums”) for each day that Substantial Completion is delayed; provided, however, that Landlord shall not be subject responsible for any Holdover Premiums to extension on a day-for-day basis as a result of the extent the delay is caused by either (m) Tenant or its agents, employees, contractors or invitees or (n) Force Majeure (as defined belowin Section 16.2). The delays described in the previous sentence are referred to herein as “Excusable Delays.”

Possession and Commencement Date. 4.1. Landlord shall use commercially reasonable efforts to tender possession of the Premises to Tenant on the Estimated Term Commencement Date, with (a) the work (the ‘‘“Pre-Commencement Landlord Work”) described on Exhibit D attached hereto (the “Pre-Commencement Landlord Work Plans”) Substantially Complete, and (b) the work (the “Tenant Improvements”) required of Landlord described in the Work Letter attached hereto as Exhibit B (the “Work Letter’’”) Substantially Complete (as defined below)Complete. Tenant agrees that in the event such work is not Substantially Complete on or before the Estimated Term Commencement Date for any reason, then (aw) this Lease shall not be void or voidable, (bx) Landlord shall not be liable to Tenant for any loss or damage resulting therefrom, (cy) the Term Commencement Date and Term Expiration Date shall be extended accordingly and (dz) Tenant shall not be responsible for the payment of any Base Rent or Tenant’s Adjusted Share of Operating Expenses (as defined below) until the actual Term Commencement Date as described in Section 4.2 occurs. The term “Substantially Complete” or “Substantial Completion” means that (y) the Tenant Improvements are substantially complete in accordance with the Approved Plans (as defined in the Work Letter), except for minor punch list items that will not materially adversely affect Tenant’s normal operations in the Premises, and (z) a certificate of occupancy or temporary certificate of occupancy has been issued by the applicable governmental agencies to occupy the Premises or the applicable governmental agencies have otherwise signed off permitting the Premises to be occupied. Notwithstanding anything in this Lease (including the Work Letter) to the contrary, Landlord’s obligation to timely achieve Substantial Completion shall be subject to extension on a day-for-day basis as a result of Force Majeure (as defined below).Substantial

Possession and Commencement Date. 4.1. Landlord shall use commercially reasonable efforts to tender possession of the Premises to Tenant on the Estimated (a) The “Term Commencement Date” shall be the date that is ten (10) months after the Effective Date of this Lease (provided, however, that if Tenant provides written notice within such 10-month period, along with evidence reasonably satisfactory to Landlord, that it has encountered delays in permitting or other matters related to the work Tenant Improvements that are beyond its control, then Landlord shall grant an extension of such 10-month period by an additional two (2) months). When the ‘‘Tenant Improvements”) required of Landlord described Term Commencement Date has been established, the parties shall execute and deliver an instrument in substantially the Work Letter form attached hereto as Exhibit B (the “Work Letter’’) Substantially Complete (as defined below). Tenant agrees that in the event such work is not Substantially Complete on or before the Estimated Term Commencement Date for any reason, then (a) this Lease shall not be void or voidable, (b) Landlord shall not be liable to Tenant for any loss or damage resulting therefrom, (c) the Term Commencement Date and Term Expiration Date shall be extended accordingly and (d) Tenant shall not be responsible for the payment of any Base Rent or Tenant’s Share of Operating Expenses (as defined below) until E specifying the actual Term Commencement Date as described in Section 4.2 occursand the Expiration Date of the Term. Failure to execute and deliver such acknowledgement, however, shall not affect the Term Commencement Date or Landlord’s or Tenant’s liability hereunder. Failure by Tenant to obtain validation by any medical review board or other similar governmental licensing of the Premises required for the Permitted Use (hereinafter defined) by Tenant shall not serve to extend the Term Commencement Date. The term terms “Substantially Complete” or “Substantial Completion” means mean that (y) the Tenant Improvements are substantially complete in accordance with the Approved Plans Tenant Improvement Construction Documents (as defined in the Work Letter), except for minor punch list items that will not materially adversely affect Tenant’s normal operations in the Premisesitems, and (z) as evidenced by a certificate of occupancy or local equivalent (temporary certificate of occupancy has been or final) issued by the applicable appropriate governmental agencies authority, provided that under no circumstances shall Landlord be required to occupy the Premises obtain any GMP validation or the applicable governmental agencies have otherwise signed off permitting the Premises to be occupied. Notwithstanding anything in this Lease (including the Work Letter) to the contrary, Landlord’s obligation to timely achieve Substantial Completion shall be subject to extension on a day-for-day basis as a result of Force Majeure (as defined below)certification.

Possession and Commencement Date. 4.1. 4.1 Landlord shall use commercially reasonable efforts to tender possession of the Premises to Tenant on the Estimated Term Commencement Date, with the work in the Premises (the ‘‘“Tenant Improvements”) required of Landlord described in the Work Letter attached hereto as Exhibit B (the “Work Letter’’”) and the work in the Common Areas described in Exhibit B-2 (the “Landlord’s Work”) Substantially Complete (as defined below). Tenant agrees that in the event such work is not Substantially Complete on or before the Estimated Term Commencement Date for any reason, then (a) this Lease shall not be void or voidablevoidable except as otherwise provided in this Section 4.1, (b) Landlord shall not be liable to Tenant for any loss or damage resulting therefrom, (c) the Term Commencement Date and Term Expiration Date shall be extended accordingly and (subject to Tenant’s right to terminate set forth in this Section 4.1), (d) Tenant shall not be responsible for the payment of any Base Rent or Tenant’s Share of Operating Expenses (as defined below) until the actual Term Commencement Date as described in Section 4.2 occurs and (e) Tenant shall not be responsible for the payment of Operating Expenses until the actual Term Commencement Date occurs, except as otherwise provided in Section 9.5 below. The term “Substantially Complete” or “Substantial Completion” means that (ya) the Tenant Improvements are substantially complete in accordance with the Approved Plans (as defined in the Work Letter)) as reasonably determined by Landlord’s architect, except for minor punch list items that will not materially adversely affect Tenant’s normal operations in the Premises, and (zb) a certificate of occupancy or temporary certificate of occupancy has been issued the Landlord’s Work is substantially complete, as reasonably determined by the applicable governmental agencies to occupy the Premises or the applicable governmental agencies have otherwise signed off permitting the Premises to be occupiedLandlord’s architect, except for minor punch list items. Notwithstanding anything in this Lease (including the Work Letter) to the contrary, (y) Landlord’s obligation to timely achieve Substantial Completion shall be subject to extension on a day-for-day basis as a result of Force Majeure (as defined below)) or a Tenant Delay (as defined below) and (z) if there has been no Force Majeure or Tenant Delay and Landlord fails to deliver the Premises to Tenant with the Tenant Improvements Substantially Complete (i) on or before the date that is fifty (50) days after the Estimated Term Commencement Date, Base Rent shall be abated one (1) day for each day after the Estimated Term Commencement Date that Landlord fails to deliver the Premises to Tenant with the Tenant Improvements Substantially Complete and (ii) on or before January 31, 2018, Tenant shall have the right to terminate this Lease and Landlord shall return all payments of Rent, the Security Deposit and other sums paid by Tenant to Landlord in connection with this Lease.

Possession and Commencement Date. 4.1. Landlord shall use commercially reasonable efforts to tender possession of the Premises to Tenant on the Estimated Term Commencement Date, with the work (the ‘‘“Tenant Improvements”) required of Landlord described in the Work Letter attached hereto as Exhibit B (the “Work Letter’’”) Substantially Complete (as defined below). Tenant agrees that in the event such work is not Substantially Complete on or before the Estimated Term Commencement Date for any reason, then (a) this Lease shall not be void or voidable, (b) Landlord shall not be liable to Tenant for any loss or damage resulting therefrom, (c) the Term Commencement Date and Term Expiration Date shall be extended accordingly and (d) Tenant shall not be responsible for the payment of any Base Rent or Tenant’s Adjusted Share of Operating Expenses (as defined below) until the actual Term Commencement Date as described in Section 4.2 occurs. The term “Substantially Complete” or “Substantial Completion” means that (yi) the Tenant Improvements are substantially complete in accordance with the Approved Plans (as defined in the Work Letter), except for minor punch list items that will do not materially adversely affect interfere with Tenant’s normal operations in ability to occupy and use the Premises, Premises for the Permitted Use and (zii) the Premises has received a certificate of occupancy or a temporary certificate of occupancy has been issued by or its functional equivalent from the City of Cambridge Inspectional Services Department (or other applicable governmental agencies to occupy agency) (except that no such certificate or functional equivalent shall be required for the portion of the Premises or located in the applicable governmental agencies have otherwise signed off permitting basement of the Premises to be occupiedBuilding). Notwithstanding anything in this Lease (including the Work Letter) to the contrary, Landlord’s obligation to timely achieve Substantial Completion shall be subject to extension on a day-for-day basis as a result of Force Majeure (as defined below).

Possession and Commencement Date. 4.1. Landlord shall use commercially reasonable efforts to tender possession of the Premises to Tenant on the Estimated Term Commencement Date, with the work (the ‘‘“Tenant Improvements”) required of Landlord described in the Work Letter attached hereto as on Exhibit B (the “Work Letter’’) Substantially Complete (as defined below). Tenant agrees that in the event such work is not Substantially Complete on or before the Estimated Term Commencement Date for any reason, then (a) this Lease shall not be void or voidable, (b) Landlord shall not be liable to Tenant for any loss or damage resulting therefrom, (c) the Term Commencement Date and Term Expiration Date shall be extended accordingly and (d) Tenant shall not be responsible for the payment of any Base Rent or Tenant’s Adjusted Share of Operating Expenses (as defined below) until the actual Term Commencement Date as described in Section 4.2 occurs. The term “Substantially Complete” or “Substantial Completion” means that (y) the Tenant Improvements are substantially complete in accordance with the Approved Plans plans attached hereto as Exhibit B (as defined in the Work Letter“Tenant Improvement Plans”), except for minor punch list items that will not materially adversely affect Tenant’s normal operations in the Premises, and (z) a certificate of occupancy or temporary certificate of occupancy has been issued by for the applicable governmental agencies to occupy the Premises or the applicable governmental agencies have otherwise signed off permitting the Premises to be occupiedPremises. Notwithstanding anything in this Lease (including the Work Letter) to the contrary, Landlord’s obligation to timely achieve Substantial Completion shall be subject to extension on a day-for-day basis as a result of Force Majeure (as defined below).

Possession and Commencement Date. 4.1. 4.1 Landlord shall use commercially reasonable efforts to tender possession of the Premises to Tenant on the Estimated Term Commencement Date, with the work (the ‘‘“Tenant Improvements”) required of Landlord described in the Work Letter attached hereto as Exhibit B (the “Work Letter’’”) Substantially Complete (as defined below). Tenant agrees that in the event such work is not Substantially Complete on or before the Estimated Term Commencement Date for any reason, then (a) this Lease shall not be void or voidable, and (b) Landlord shall not be liable to Tenant for any loss or damage resulting therefrom; provided, (c) the Term Commencement Date and Term Expiration Date shall be extended accordingly and (d) however, Tenant shall not be responsible for the payment of any have no obligation to pay Base Rent or Rent, Tenant’s Adjusted Share of Operating Expenses Expenses, Monthly Parking Fee and the Property Management Fee (as such terms are defined below) ), until the actual Term Commencement Date as described in Section 4.2 occursDate. The term “Substantially Complete” or “Substantial Completion” means that (yi) the Tenant Improvements are substantially complete in accordance with the Approved Plans (as defined in the Work Letter), except for minor punch list items that will do not materially adversely affect interfere with Tenant’s normal operations in access to or use of the Premises, which will be conclusively established by delivery of a Certificate of Substantial Completion in the form of the American Institute of Architects document G704, executed by the project architect and the general contractor and (zii) the Premises may be legally occupied pursuant to a temporary certificate of occupancy or temporary certificate of occupancy has been issued its substantial equivalent (such as sign-off on the building permit by the applicable governmental agencies Governmental Authority that issued such permit), to occupy the Premises or extent required by Applicable Laws for occupancy of the applicable governmental agencies have otherwise signed off permitting Premises. Concurrently with Landlord’s delivery of the Premises to be occupiedTenant, a representative of Landlord and a representative of Tenant shall perform a walk-through inspection of the Tenant Improvements in the Premises to identify any “punchlist” items (i.e., minor defects or conditions in such Tenant Improvements that do not impair Tenant’s ability to utilize the Premises for the purposes permitted hereunder), which items Landlord shall repair or correct no later than thirty (30) days after the date of such walk-through (unless the nature of such repair or correction is such that more than thirty (30) days are required for completion, in which case Landlord shall commence such repair or correction work within such thirty (30) day period and diligently prosecute the same to completion). Notwithstanding anything in this Lease (including the Work Letter) to the contrary, Landlord’s obligation to timely achieve Substantial Completion shall be subject to extension on a day-for-day basis as a result of Force Majeure (as defined below). Notwithstanding anything to the contrary in this Lease, if Substantial Completion has not occurred by the date that is sixty (60) days after the Estimated Commencement Date (the “Outside Date”), then Tenant shall be entitled to receive one (1) day of Base Rent abatement for each day thereafter that Substantial Completion has not occurred; provided, however, that the Outside Date shall be subject to extension on a day-for-day basis as a result of (a) Force Majeure (as defined below) and (b) any delay caused by any action or inaction of Tenant (including, without limitation, any delays arising from the failure of Tenant to respond within the applicable time periods specified in the Work Letter and any delays due to Tenant Changes (as such term is defined below)). In the event that Tenant is entitled to Base Rent abatement under this Section, such Base Rent abatement shall be applied to Tenant’s obligations to pay Base Rent commencing after expiration of the Free Rent Period (as defined below).