Common use of Right of First Offer Clause in Contracts

Right of First Offer. Provided that (a) there is no ongoing Event of Default and (b) I-Therapeutix, Inc. or a Permitted Transferee shall then be in occupancy of at least 70% of the entire Premises under this Lease at the time it exercises any of the following rights set forth in this Article 41 and at the time the Right of First Offer Space (as hereinafter defined) is to be added to the original Premises, subject to the rights of other tenants in the Building and subject to the right of Landlord to extend or renew any then current lease (or enter into a new lease with the same tenant even if no extension or renewal rights are contained in the then current lease), Tenant shall have a one-time right (the “Right of First Offer”) to lease approximately 18,417 rentable square feet of space in the Building located directly across the main lobby from the Premises as shown on Exhibit E attached hereto (the “Right of First Offer Space”) at such time as Landlord desires to offer the Right of First Offer Space to the public for lease. In such event, Landlord shall give written notice to Tenant of the availability of the Right of First Offer Space and the terms and conditions on which Landlord intends to offer it to the public and Tenant shall have a period of ten (10) business days thereafter in which to exercise Tenant’s right to lease the Right of First Offer Space pursuant to the terms and conditions contained in Landlord’s notice, failing which Landlord may lease the Right of First Offer Space to any third party on whatever basis Landlord desires, and Tenant shall have no further rights with respect to the Right of First Offer Space. If Tenant exercises its Right of First Offer hereunder, effective as of the date that Landlord delivers the Right of First Offer Space to Tenant (the “Delivery Date”), the Right of First Offer Space shall automatically be included within the Premises and subject to all the terms and conditions of this Lease, except as set forth in Landlord’s notice and as follows:

Right of First Offer. Provided that (a) there no event of default has occurred and is no ongoing Event continuing under the terms of Default and (b) I-Therapeutixthis Lease, Inc. or a Permitted Transferee shall then be in occupancy of at least 70% of the entire Premises under this Lease at the time it exercises any of the following rights set forth in this Article 41 and at the time the Right of First Offer Space (as hereinafter defined) is to be added to the original Premises, subject to the rights of other tenants in the Building and subject to the right of Landlord any rights granted to other tenants occupying such space to extend or renew any then current lease (or enter into a new lease with the same tenant even if no extension or renewal rights are contained in the then current leasetheir lease(s), Tenant shall have a one-time the right (of first offer with respect to any space which becomes available on the “Right fourth floor of First Offer”) to lease approximately 18,417 rentable square feet of space in the Building located directly across the main lobby from the Premises as shown on Exhibit E attached hereto (the “Right of First Offer Space”) at such time as Landlord desires to offer the Right of First Offer Space to the public for leaseBuilding. In such event, Landlord shall give Tenant written notice ("Landlord's Notice") at least thirty (30) days prior to Tenant of the availability of the Right of First Offer Space date on which any such space ("Expansion Space") is expected to become available and the terms and conditions on under which Landlord intends is willing to offer it lease such Expansion Space to Tenant (including the public initial Base Rent, rights to extend, if any, and how the Base Rent will be determined during such extended terms), and Tenant shall have a period of the right to be exercised in writing within ten (10) business days thereafter in which thereafter, to exercise Tenant’s right agree to lease such space upon said terms and conditions. Landlord shall prepare and deliver to Tenant an amendment to this lease or a lease for any such Expansion Space, substantially in the Right of First Offer Space pursuant to same form as this Lease but incorporating the terms and conditions contained in Landlord’s notice's Notice, failing which and if Tenant does not enter into such amendment or lease within ten days thereafter, Tenant will be deemed to have waived its right of first offer with respect to that particular portion of Expansion Space offered and Landlord may lease offer the Right of First Offer Expansion Space to any third party on whatever basis upon terms that Landlord desires, and Tenant deems appropriate. Tenant's right of first offer shall have no further rights be ongoing during the duration of the Lease Term with respect to the Right of First Offer Space. If Tenant exercises its Right of First Offer hereunder, effective as any portion of the date that Landlord delivers the Right Expansion Space not previously included in a Landlord's Notice, notwithstanding Tenant's refusal of First Offer any portion of Expansion Space offered to Tenant (at any time during the “Delivery Date”), Lease Term. Nothing in this Section is intended to preclude or limit Landlord's right to grant tenants of such Expansion Space renewal rights or expansion rights which shall have priority over the Right rights of First Offer Space shall automatically be included within the Premises and subject to all the terms and conditions of Tenant under this Lease, except as set forth in Landlord’s notice and as follows:.

Right of First Offer. Provided that (a) there is no ongoing Event Tenant shall have a continuing right of Default and (b) I-Therapeutix, Inc. or a Permitted Transferee shall then be in occupancy of at least 70% of the entire Premises under this Lease at the time it exercises any of the following rights set forth in this Article 41 and at the time the Right of first offer on First Offer Space (as hereinafter defineddefined below) is to be added to during the original Premisesperiod beginning on the Commencement Date and expiring October 31, subject to the rights of other tenants in the Building and subject to the right of Landlord to extend or renew any then current lease (or enter into a new lease with the same tenant even if no extension or renewal rights are contained in the then current lease), Tenant shall have a one-time right 2012 (the “Right of First Offer”) to lease approximately 18,417 rentable square feet of ). As used herein, “First Offer Space” shall mean any space in the Building located directly across the main lobby from the Premises as shown on Exhibit E attached hereto (the “Right of First Offer Space”) at such time as Landlord desires to offer during the Right of First Offer period. Notwithstanding the foregoing, the right to occupancy with respect to any such exercised Right of First Offer shall commence only following the expiration or earlier termination of any then existing lease pertaining to each such particular First Offer Space (each an “Existing Lease”), including any renewal of such Existing Lease, whether or not such renewal is pursuant to the public for an express written provision in such lease and, regardless of whether any such renewal is consummated pursuant to a lease amendment or a new lease. In such event, Landlord shall give provide written notice to Tenant (the “First Offer Notice”) from time to time when Landlord determines that Landlord shall commence the marketing of any First Offer Space because such space shall become available for lease to third parties. The First Offer Notice shall include the Base Rent upon which Landlord agrees to offer the First Offer Space to Tenant, which Base Rent shall be the then current market rate terms being offered by Landlord. Tenant shall have fifteen (15) business days following the date of Landlord’s delivery of the availability of the First Offer Notice to Tenant to exercise its Right of First Offer by providing Landlord with an irrevocable written notice (“Election Notice”) that Tenant elects to lease all of the First Offer Space and described in the First Offer Notice on the same terms and conditions on as set forth herein except for Base Rent for the First Offer Space which Landlord intends to offer it to shall be as set forth in the public and First Offer Notice. Tenant shall not be permitted to lease less than all of the First Offer Space described in the First Offer Notice. In the event that Landlord does not receive Tenant’s Election Notice within the applicable time period set forth above, then Tenant shall be deemed to have a period of ten (10) business days thereafter in which declined to exercise Tenant’s right to lease the its Right of First Offer Space pursuant with respect to the terms and conditions contained in Landlord’s notice, failing which Landlord may lease the Right of applicable First Offer Space and Landlord shall be flee to lease the space described in the Offer to any third party on whatever basis such terms and conditions as Landlord desiresmay elect. In the event that Tenant does not give an Election Notice with respect to a particular First Offer Space by the expiration of the required time period therefor, and Landlord does not lease such First Offer Space within six (6) months thereafter, then Tenant may notify Landlord of its interest in additional space and Landlord shall have no further rights provide another First Offer Notice to Tenant with respect to the Right of applicable First Offer Space. If Tenant exercises its Right of First Offer hereunder, effective as of the date that Landlord delivers the Right of First Offer Space to Tenant (the “Delivery Date”), the Right of First Offer Space shall automatically be included within the Premises and subject to all the terms and conditions of this Lease, except as set forth in Landlord’s notice and as follows:.

Right of First Offer. Provided that (a) there the Tenant is no ongoing Event of Default and (b) I-Therapeutixnot in Default, Inc. or a Permitted Transferee Tenant shall then be in occupancy of at least 70% of the entire Premises under this Lease at the time it exercises any of the following rights set forth in this Article 41 and at the time have the Right of First Offer Space on additional marketable space (as hereinafter defined“Expansion Premises”) is to be added to within the original Premises, subject to the rights of other tenants in the Building and subject to the right of Landlord to extend or renew any then current lease building (or enter into a new lease with the same tenant even if no extension or renewal rights are contained in the then current lease), Tenant shall have a one-time right (the “Right of First Offer”) as it becomes available. Landlord shall provide Tenant with written notice of intention to lease approximately 18,417 rentable square feet market, including the economic terms, (“Notice of space in Intent to Market”). Tenant shall have twenty (20) business days from receipt of written notice by Landlord to negotiate the Building located directly across economics for the main lobby from Expansion Premises. Except for the economics, all other terms and conditions for the Expansion Premises as shown on Exhibit E attached hereto (the “Right of First Offer Space”) at such time as Landlord desires to offer the Right of First Offer Space shall be consistent with those applicable to the public for leasePremises. In such eventIf Tenant does not deliver to Landlord Tenant’s Acceptance Notice within the applicable 20-business day period, Landlord shall give written notice to Tenant of have the availability of the Right of First Offer Space and the terms and conditions on which Landlord intends to offer it to the public and Tenant shall have a period of ten (10) business days thereafter in which to exercise Tenant’s right to market and lease the Right of First Offer Space pursuant to the terms and conditions contained in Landlord’s notice, failing which Landlord may lease the Right of First Offer Space such Expansion Premises to any third party person(s) other than Tenant on whatever basis any terms Landlord desiresdesires and without offering or further offering such Expansion Premises to Tenant, and Tenant shall have no further rights right of first offer to lease such Expansion Premises pursuant to this Paragraph 47. Any Expansion Premises leased by Tenant will be added to the Premises as of the date provided in the offer, and the Rent will be adjusted to reflect the rent to be paid with respect to Expansion Premises in accordance with the offer. Tenant agrees to execute amendments to this Lease to reflect additions to the Premises resulting from the exercise of the Right of First Offer. Tenant's lease of any Expansion Premises pursuant to this Right of First Offer will be on all the terms and conditions set forth in this Lease, with the exception of the economics, which shall be set as described above. This Right of First Offer to lease the Expansion Premises is personal to Tenant or any Permitted Transferee, and is not transferable. Notwithstanding the foregoing, Tenant shall not have the Right of First Offer under this Paragraph 47 if Tenant is in Default under this Lease at the time such Expansion Premises becomes available (and Landlord shall have no obligation to deliver to Tenant any Landlord’s Notice). In addition to the Right of First Offer SpaceOffer, Tenant shall have the option to expand into contiguous space or relocate to another suite if space becomes available. If Tenant exercises its Right Terms will be negotiated at the time of First Offer hereunder, effective as of the date that Landlord delivers the Right of First Offer Space to Tenant (the “Delivery Date”), the Right of First Offer Space shall automatically be included within the Premises and subject to all the terms and conditions of this Lease, except as set forth in Landlord’s notice and as follows:such expansion or relocation.

Right of First Offer. Provided that (a) there is So long as no ongoing Event of Default and (b) I-Therapeutix, Inc. or a Permitted Transferee shall then be in occupancy of at least 70% of the entire Premises exists under this Lease at the time it exercises any of the following rights set forth in this Article 41 and at the time the Right of First Offer Space (as hereinafter defined) is to be added to the original Premises, subject to the rights of other tenants in the Building and subject to the right of Landlord to extend or renew any then current lease (or enter into a new lease with the same tenant even if no extension or renewal rights are contained in the then current lease)Lease, Tenant shall will have a one-time the first right (the “Right of First OfferRight”) to be offered by Landlord the opportunity to lease approximately 18,417 rentable square feet all contiguous space on the fifth (5th) floor of space in the Building located directly across the main lobby from the Premises as shown on Exhibit E “H-1” attached hereto (the “First Right of First Offer Space”) at such time as Landlord desires to offer the ). The First Right of First Offer Space to the public for lease. In such event, Landlord shall give written notice to Tenant of the availability of the Right of First Offer Space and the terms and conditions on which Landlord intends to offer it to the public and Tenant shall have a period of ten (10) business days thereafter in which to exercise Tenant’s right to lease the Right of First Offer Space pursuant is subject to the terms and conditions set forth in this section, and is further subject to any prior rights to such space granted to any other tenants in the Building, which are as follows: Houghton Mifflin Harcourt Publishing Company and Medpoint Digital, Inc. If at any time after the Commencement Date while this First Right is in effect Landlord receives a request for proposal that covers all or any part of the First Right Space (“RFP”) and intends to lease all or any part of the First Right Space, then Landlord will first notify Tenant that such First Right Space, and any other space described in the RFP (including space on other floors), is available for lease (collectively, the “Available Space”). Tenant must notify Landlord in writing within ten (10) Business Days of receiving Landlord’s notice whether Tenant desires to lease all of the Available Space from Landlord. If Tenant notifies Landlord that Tenant does not desire to lease all of the Available Space, or if Tenant does not respond in writing to Landlord’s notice within such ten-Business Day period, then Landlord may freely lease the Available Space without restriction. If Tenant notifies Landlord in writing within such ten-Business Day period that Tenant desires to lease all of the Available Space, the parties will thereafter negotiate for Tenant’s lease of all of the Available Space from Landlord. If Landlord and Tenant fail to mutually agree upon the terms of Tenant’s lease of all of the Available Space and to execute a written amendment to this Lease within ten (10) Business Days after Tenant delivers Tenant’s offer notice to Landlord, then Landlord’s obligations under this section shall automatically terminate and be of no further force or effect at the end of such ten-Business Day period. Tenant’s First Right shall apply during the Term (including any extensions thereof) and shall automatically terminate on the last day of the Term. The purpose of this section is to provide notice to Tenant so that Tenant may be in a position to offer to lease such space on a competitive basis with others, and, notwithstanding anything to the contrary contained in Landlord’s noticethis section, failing which nothing in this section shall be deemed to be an option or right of first refusal. Furthermore, notwithstanding anything to the contrary contained in this Exhibit, nothing in this Exhibit shall be deemed to prevent, limit, or otherwise restrict Landlord may lease the Right of First Offer Space from responding to or otherwise engaging any third party on whatever basis Landlord desires, and Tenant shall have no further rights with respect to regarding the First Right of First Offer SpaceSpace or Available Space during the ten-Business Day period described herein. If Tenant exercises its Right of First Offer hereunder, effective as of the date that Landlord delivers the Right of First Offer Space to Tenant (the EXHIBIT “Delivery Date”), the Right of First Offer Space shall automatically be included within the Premises and subject to all the terms and conditions of this Lease, except as set forth in Landlord’s notice and as follows:H-1” FIRST RIGHT SPACE EXHIBIT “I” INTENTIONALLY OMITTED EXHIBIT “J” INTENTIONALLY OMITTED EXHIBIT “K” EXISTING EXPANSION RIGHTS AND ROFRS ENCUMBERING THE PREMISES None. EXHIBIT “L” INTENTIONALLY OMITTED EXHIBIT “M” LETTER OF CREDIT TERMS AND CONDITIONS

Right of First Offer. Provided that (a) there is no ongoing Event of Default and (b) I-Therapeutix, Inc. or a Permitted Transferee shall then be in occupancy of at least 70% as of the entire Premises under this Lease at the time it exercises any date Tenant notifies Landlord of the following rights set forth in this Article 41 and at the time the Right of First Offer Space (as hereinafter defined) is its desire to be added to the original Premises, subject to the rights of other tenants in the Building and subject to the right of Landlord to extend or renew any then current lease (or enter into a new lease with the same tenant even if no extension or renewal rights are contained in the then current lease), Tenant shall have a one-time right (the “exercise its "Right of First Offer”" (as defined below) to lease approximately 18,417 rentable square feet of space (i) Tenant is not in the Building located directly across the main lobby from the Premises as shown on Exhibit E attached hereto (the “Right of First Offer Space”) at such time as Landlord desires to offer the Right of First Offer Space to the public for lease. In such event, Landlord shall give written notice to Tenant of the availability of the Right of First Offer Space and the terms and conditions on which Landlord intends to offer it to the public and Tenant shall have a period of ten (10) business days thereafter in which to exercise Tenant’s right to lease the Right of First Offer Space pursuant to the terms and conditions contained in Landlord’s notice, failing which Landlord may lease the Right of First Offer Space to any third party on whatever basis Landlord desires, and Tenant shall have no further rights with respect to the Right of First Offer Space. If Tenant exercises its Right of First Offer hereunder, effective as of the date that Landlord delivers the Right of First Offer Space to Tenant (the “Delivery Date”), the Right of First Offer Space shall automatically be included within the Premises and subject to all default under the terms and conditions of this Lease, except as (ii) no event has occurred but for the passage of time or the giving of notice, or both, that would constitute a material default under this Lease which has not been cured or waived, and (iii) Tenant is then occupying the Premises, during the initial Term of this Lease Tenant shall have an ongoing right of first offer (the "Right of First Offer") to rent any available space on the 20/th/ floor of the Building (the "ROFO Premises"), subject to the terms and conditions set forth below. Prior to submitting any proposal to a third party with respect to the leasing of the ROFO Premises, Landlord agrees to notify Tenant in writing as to the date in the future (the "Availability Date") when the ROFO Premises can be made available to Tenant ("Landlord’s notice 's Notice"). Tenant must notify Landlord in writing within ten (10) business days after Tenant's receipt of Landlord's Notice whether Tenant desires to exercise its Right of First Offer. Tenant's Right of First Offer must be exercised as to one hundred percent (100%) of the ROFO Premises. If Tenant does not notify Landlord of its election to exercise its Right of First Offer with respect to the ROFO Premises within said ten (10) business period, then Tenant will be deemed to have elected not to exercise its Right of First Offer with respect to the ROFO Premises and to have waived its Right of First Offer with respect to the ROFO Premises until such time as follows:Landlord presents another proposal to an entirely new third party with respect to the ROFO Premises. If Tenant elects to exercise its Right of First Offer and so notifies Landlord within said ten (10) business day period, then Landlord will, at its own expense, perform the base building work in the ROFO Premises consistent with the terms of Exhibit H attached hereto, and Tenant will accept --------- the ROFO Premises as of the Availability Date in its

Right of First Offer. Provided that (a) there no event of default has occurred and is no ongoing Event continuing under the terms of Default and (b) I-Therapeutixthis Lease, Inc. or a Permitted Transferee shall then be in occupancy of at least 70% of the entire Premises under this Lease at the time it exercises any of the following rights set forth in this Article 41 and at the time the Right of First Offer Space (as hereinafter defined) is to be added to the original Premises, subject to the rights of other tenants in the Building and subject to the right of Landlord any rights granted to other tenants occupying such space to extend or renew any then current lease (or enter into a new lease with the same tenant even if no extension or renewal rights are contained in the then current leasetheir lease(s), Tenant shall have a one-time the right of first offer with respect to any space which becomes available on the fourth floor of the Building. Landlord shall give Tenant written notice (the “Right of First OfferLandlord’s Notice”) at least thirty (30) days prior to lease approximately 18,417 rentable square feet of the date on which any such space in the Building located directly across the main lobby from the Premises as shown on Exhibit E attached hereto (the “Right of First Offer Expansion Space”) at such time as Landlord desires is expected to offer the Right of First Offer Space to the public for lease. In such event, Landlord shall give written notice to Tenant of the availability of the Right of First Offer Space become available and the terms and conditions on under which Landlord intends is willing to offer it lease such Expansion Space to Tenant (including the public initial Base Rent, rights to extend, if any, and how the Base Rent will be determined during such extended terms), and Tenant shall have a period of the right to be exercised in writing within ten (10) business days thereafter in which thereafter, to exercise Tenant’s right agree to lease such space upon said terms and conditions. Landlord shall prepare and deliver to Tenant an amendment to this lease or a lease for any such Expansion Space, substantially in the Right of First Offer Space pursuant to same form as this Lease but incorporating the terms and conditions contained in Landlord’s noticeNotice, failing which and if Tenant does not enter into such amendment or lease within ten days thereafter, Tenant will be deemed to have waived its right of first offer with respect to that particular portion of Expansion Space offered and Landlord may lease offer the Right of First Offer Expansion Space to any third party on whatever basis upon terms that Landlord desires, and Tenant deems appropriate. Tenant’s right of first offer shall have no further rights be ongoing during the duration of the Lease Term with respect to the Right of First Offer Space. If Tenant exercises its Right of First Offer hereunder, effective as any portion of the date that Landlord delivers the Right Expansion Space not previously included in a Landlord’s Notice, notwithstanding Tenant’s refusal of First Offer any portion of Expansion Space offered to Tenant (at any time during the “Delivery Date”), Lease Term. Nothing in this Section is intended to preclude or limit Landlord’s right to grant tenants of such Expansion Space renewal rights or expansion rights which shall have priority over the Right rights of First Offer Space shall automatically be included within the Premises and subject to all the terms and conditions of Tenant under this Lease, except as set forth in Landlord’s notice and as follows:.

Right of First Offer. Provided that (a) there The reference to “Suite 350” is no ongoing Event of Default and (b) I-Therapeutix, Inc. or a Permitted Transferee shall then be in occupancy of at least 70% of the entire Premises under this Lease at the time it exercises any of the following rights set forth in this Article 41 and at the time the Right of First Offer Space (as hereinafter defined) is to be added hereby deleted from Exhibit D attached to the original Premises, subject Sublease. Subject to the rights then-existing renewal or expansion options of other tenants in the Building subtenants, and subject to the right of Landlord to extend or renew any then current lease (or enter into a new lease with provided no default by Subtenant exists, Sublandlord shall, before offering the same tenant even if no extension to any party (other than the then-current subtenant or renewal rights are contained in the then current leaseoccupant therein), Tenant shall have a one-time right (the “Right of First Offer”) first offer to lease to Subtenant the space shown on Exhibit A, containing approximately 18,417 4,205 rentable square feet of space in the Building located directly across the main lobby from the Premises as shown on Exhibit E attached hereto (the “Right of First Offer Space”) at in an “AS-IS” condition; such time as Landlord desires offer shall be in writing and specify the terms for the Offer Space, including the rent to offer be paid for the Right of First Offer Space to the public for lease. In such event, Landlord shall give written notice to Tenant of the availability of the Right of First Offer Space and the terms and conditions date on which Landlord intends to offer it the Offer Space shall be included in the Premises (the “Offer Notice”). Sublandlord shall use good faith in determining the rent amount for the Offer Space. The Offer Notice shall be substantially similar to the public and Tenant Offer Notice attached to the Sublease as Exhibit E. Subtenant shall have a period of notify Sublandlord in writing whether Subtenant elects to lease the entire Offer Space on the terms set forth in the Offer Notice, within ten (10) business days thereafter in which after Sublandlord delivers to exercise Tenant’s right Subtenant the Offer Notice. If Subtenant timely elects to lease the Right of First Offer Space pursuant to the terms and conditions contained in Landlord’s notice, failing which Landlord may lease the Right of First Offer Space to any third party on whatever basis Landlord desires, and Tenant shall have no further rights with respect to the Right of First Offer Space. If Tenant exercises its Right of First Offer hereunder, then Sublandlord and Subtenant shall execute an amendment to this Sublease, effective as of the date the Offer Space is to be included in the Premises, on the terms set forth in the Offer Notice and, to the extent not inconsistent with the Offer Notice terms, the terms of this Sublease; however, Subtenant shall accept the Offer Space in an “AS-IS” condition. Notwithstanding the foregoing, if before Sublandlord’s delivery to Subtenant of the Offer Notice, Sublandlord has received an offer to lease all or part of the Offer Space from a third party (a “Third Party Offer”) and such Third Party Offer includes space in excess of the Offer Space, Subtenant must exercise its rights hereunder, if at all, as to all of the space contained in the Third Party Offer. If Subtenant fails or is unable timely to exercise its right hereunder, then such right shall lapse, time being of the essence with respect to the exercise thereof (it being understood that Landlord delivers each of Subtenant’s five rights of first offer hereunder is a one-time right only with respect to each Offer Space), and Sublandlord may lease all or a portion of the Right of First Offer Space to Tenant (third parties on such terms as Sublandlord may elect. Subtenant may not exercise its rights under this Section 5 if a default exists or Subtenant is not then occupying the “Delivery Date”)entire Premises. For purposes hereof, if an Offer Notice is delivered for less than all of the Right Offer Space but such notice provides for an expansion, right of First first refusal, or other preferential right to lease some of the remaining portion of the Offer Space, then such remaining portion of the Offer Space shall automatically thereafter be included within excluded from the provisions of this Sublease. In no event shall Sublandlord be obligated to pay a commission with respect to any space leased by Subtenant under this Section 5, and Subtenant and Sublandlord shall each indemnify the other against all costs, expenses, attorneys’ fees, and other liability for commissions or other compensation claimed by any broker or agent claiming the same by, through, or under the indemnifying party. Subtenant’s rights under this Section 5 shall terminate if (a) the Sublease or Subtenant’s right to possession of the Premises and subject to all (or any portion thereof) is terminated, (b) Subtenant assigns any of its interest in this Sublease or sublets any portion of the terms and conditions Premises, or (c) less than two full calendar years remain in the initial Term of this Lease, except as set forth in Landlord’s notice and as follows:the Sublease.

Right of First Offer. Provided that University hereby grants IDC an ongoing right of first offer (a“Expansion Space ROFO”) there is no ongoing Event of Default with respect only to the five (5) areas delineated in orange on the attached Exhibit E (“Expansion Spaces”) and referred to individually as Lab 4 (b1,470 RSF), BSL III Suite (528 RSF), Office 300X (150 RSF), Office 300W (150 RSF) I-Therapeutixand Dark Room 300 LL (112 RSF), Inc. on the following terms and conditions. At such time as University intends to offer one or a Permitted Transferee shall then be in occupancy of at least 70% more of the entire Premises under this Lease at Expansion Spaces for sublease, University shall so notify IDC (“Expansion Space ROFO Notice”), which notice shall include the time it exercises any designation of the following rights portions of the Expansion Spaces being offered (“Offered Space”) and the date on which such space shall be available for sublease. IDC shall have five (5) business days from receipt of such notice to notify University that IDC agrees to sublease the Offered Space to be effective on the date set forth in this Article 41 the Expansion Space ROFO Notice and at otherwise as set forth herein. If IDC timely exercises its Expansion Space ROFO, then the time the Right of First Offer Offered Space (as hereinafter defined) is to shall be added to the original Premises, subject to the rights of other tenants in the Building and subject to the right of Landlord to extend or renew any then current lease (or enter into a new lease with the same tenant even if no extension or renewal rights are contained in the then current lease), Tenant shall have a one-time right (the “Right of First Offer”) to lease approximately 18,417 rentable square feet of space in the Building located directly across the main lobby from the Sublease Premises as shown on Exhibit E attached hereto (the “Right of First Offer Space”) at such time as Landlord desires to offer the Right of First Offer Space to the public for lease. In such event, Landlord shall give written notice to Tenant of the availability of the Right of First Offer Space and the terms and conditions on which Landlord intends to offer it to the public and Tenant shall have a period of ten (10) business days thereafter in which to exercise Tenant’s right to lease the Right of First Offer Space pursuant to the terms and conditions contained in Landlord’s notice, failing which Landlord may lease the Right of First Offer Space to any third party on whatever basis Landlord desires, and Tenant shall have no further rights with respect to the Right of First Offer Space. If Tenant exercises its Right of First Offer hereunder, effective as of the date that Landlord delivers set forth in the Right Expansion Space ROFO on all of First Offer Space to Tenant (the “Delivery Date”), the Right of First Offer Space shall automatically be included within the Premises and subject to all the terms and conditions of this LeaseSublease and the parties shall enter into an amendment to this Sublease within twenty (20) days of IDC’s timely exercise. The Base Rent payable by IDC to University for the Offered Space shall be at the same per RSF rate then applicable to the balance of the Sublease Premises and Subtenant’s Pro-rata Share of Additional Rent shall be correspondingly adjusted. If IDC does not timely exercise its rights under this paragraph and enter into a sublease for the Offered Space as provided in the preceding sentence, except as set forth University shall be free to sublease such space to another occupant. This Expansion Space ROFO may not be exercised by (a) any sublessee of IDC or (b) any assignee of IDC which is not a result of an acquisition of or merger with IDC, and shall be exercisable by IDC only if IDC is not then in default under this Sublease beyond applicable notice and cure periods. Notwithstanding anything to the contrary, any exercise by IDC of the Expansion Space ROFO shall be contingent upon receiving Master Landlord’s notice and as follows:written consent to the sublease of the Offered Space by IDC.

Right of First Offer. Provided that (a) there is no ongoing Event of Default or Management Termination Event hereunder exists, if at any time (and from time to time) during the Initial Term, PSLT-BLC Holdings, Provident or any Subsidiary of Provident shall acquire a senior independent living facility, other than a facility which is to be leased back to the seller of such facility (or its affiliate) (each, a "First Offer Facility"), PSLT-BLC Holdings shall notify BLC Holdings (a "First Offer Availability Notice") describing such First Offer Facility and its anticipated date of availability. The First Offer Availability Notice (i) shall contain PSLT-BLC Holdings' or Provident's good faith estimate of the rental amount and other lease terms for which PSLT-BLC Holdings or Provident would be willing to lease the First Offer Facility on a "triple-net" basis under a lease agreement substantially similar to each of the Property Leases and (bii) Ishall, except to the extent that PSLT-TherapeutixBLC Holdings is restricted under the terms of a confidentiality agreement from disclosing such information to BLC Holdings, Inc. include such other due diligence information that Provident or a Permitted Transferee shall then be its Subsidiaries may actually have in occupancy of at least 70% of the entire Premises under this Lease at the time it exercises any of the following rights set forth in this Article 41 and their possession at the time the First Offer Availability Notice is delivered. BLC Holdings shall have the right (the "Right of First Offer") to lease such First Offer Facility upon the terms set forth in the First Offer Availability Notice by delivering to PSLT-BLC Holdings a notice (a "First Offer Acceptance") exercising its Right of First Offer Space (as hereinafter defined) is with respect to be added to the original Premises, subject to the rights of other tenants in the Building and subject to the right of Landlord to extend or renew any then current lease (or enter into a new lease with the same tenant even if no extension or renewal rights are contained in the then current lease), Tenant shall have a one-time right (the “Right of First Offer”) to lease approximately 18,417 rentable square feet of space in the Building located directly across the main lobby from the Premises as shown on Exhibit E attached hereto (the “Right of such First Offer Space”Facility within ten (10) at such time as Landlord desires to offer Business Days after receipt of the Right of First Offer Space to Availability Notice. If BLC Holdings delivers the public for lease. In such eventFirst Offer Acceptance as provided herein, Landlord shall give written notice to Tenant then, provided no Event of Default or Management Termination Event exists hereunder as of the availability date of the closing of the Right of First Offer, simultaneously with PSLT-BLC Holdings' consummation of the acquisition of the First Offer Space Facility, PSLT-BLC Holdings and BLC Holdings shall enter into a property lease agreement with respect to the First Offer Facility substantially in the form of the Property Leases (with such revisions as are mutually acceptable to the parties), provided that Base Rent payable thereunder and the other lease terms and conditions on which Landlord intends to offer it to shall be as set forth in the public and Tenant shall have a period of ten (10) business days thereafter in which to exercise Tenant’s right to lease the Right of First Offer Space pursuant Availability Notice. If BLC Holdings fails to provide the terms First Offer Acceptance as provided herein (time being of the essence with respect to such date), BLC Holdings shall be deemed to have waived its right of first offer with respect to such First Offer Facility and conditions contained in Landlord’s notice, failing which Landlord PSLT-BLC Holdings may lease the Right of First Offer Space to any third party on whatever basis Landlord desires, upon such terms as PSLT-BLC Holdings determines in its sole and Tenant shall have no further rights with respect to absolute discretion. If BLC Holdings does not deliver the Right of First Offer Space. If Tenant exercises its Right of Acceptance within the time frame set forth above, BLC Holdings agrees that BLC Holdings shall no longer have any contractual right to lease the First Offer hereunderFacility; provided, effective however, that PSLT-BLC Holdings agrees that, during its efforts to find a tenant for the First Offer Facility, PSLT-BLC Holdings shall keep BLC Holdings reasonably apprised of PSLT-BLC Holdings' marketing materials and shall provide to BLC Holdings copies of written marketing materials prepared by PSLT-BLC Holdings in connection with such efforts (provided that BLC Holdings agrees to enter into confidentiality agreements requested by PSLT-BLC Holdings as a condition to receiving confidential information about the First Offer Facility); and, provided, further, that PSLT-BLC Holdings' obligation under this sentence shall terminate and expire at such time as PSLT-BLC Holdings enters into an exclusivity agreement with any prospective purchaser or tenant of the date that Landlord delivers the Right of First Offer Space to Tenant (the “Delivery Date”), the Right of First Offer Space shall automatically be included within the Premises and subject to all the terms and conditions of this Lease, except as set forth in Landlord’s notice and as follows:Facility.

Right of First Offer. Paragraph 4 of the Addendum to the Lease is hereby amended in its entirety and replaced with the following: Provided that on the date of any ROFO Notice (a) there as herein defined), Tenant is no ongoing Event of Default and (b) I-Therapeutix, Inc. not in breach or a Permitted Transferee shall then be in occupancy of at least 70% default of the entire Premises under this Lease at the time it exercises after any of the following rights set forth in this Article 41 applicable notice was given and at the time the Right of First Offer Space (as hereinafter defined) is to be added to the original Premises, subject to the rights of other tenants in the Building and subject to the right of Landlord to extend any applicable grace or renew any then current lease (or enter into a new lease with the same tenant even if no extension or renewal rights are contained in the then current lease)cure period has expired, Tenant shall have a one-time right (the “Right of First Offer”) first offer to lease approximately 18,417 rentable square feet of any space in the Building located directly across the main lobby from the Premises as shown on Exhibit E attached hereto (the “Right ROFO Space”), which space becomes available between June 1, 2012 and October 31, 2014, for direct lease from Landlord for a term to expire as of First Expiration Date, unless Tenant has otherwise extended its Option to Renew for the Premises, including the Offer Space pursuant to Paragraph 2 of the Addendum to the Lease. Landlord shall give Tenant written notice thereof (the “ROFO Notice”). The ROFO Notice shall specify the location and rentable square footage of the portion of the ROFO Space that is available for direct lease (the “Offer Space”) at such time and the Fair Market Rate as reasonably determined by Landlord desires to offer for the Right Offer Space; provided, however, that notwithstanding the foregoing, if the Fair Market Rate, as determined by Landlord, were less than the Base Rent rate payable under the Lease for the lease of First the Additional Premises, then the Base Rent payable by Tenant for the lease of the Offer Space shall be equal to the public for lease. In such event, Landlord shall give written notice to Tenant of the availability of the Right of First Offer Space and the terms and conditions on which Landlord intends to offer it Base Rent rate applicable to the public and Additional Premises. Tenant shall have a period of ten five (105) business days thereafter (the “Acceptance Period”) after its receipt of the ROFO Notice in which to exercise Tenant’s its right of first offer to lease by delivering to Landlord, before the Acceptance Period expires, written notice executed by Tenant exercising the right of first offer to lease the Right of First Offer Space pursuant to on the terms and conditions contained in the ROFO Notice; provided, however, that notwithstanding the foregoing, if Tenant timely exercises the right of first offer during the Acceptance Period, and Landlord and Tenant do not, within forty-five (45) days after the Acceptance Period expires, execute a mutually-satisfactory amendment to the Lease adding the Offer Space to the Premises at the rate and otherwise on the terms and conditions contained in the ROFO Notice, then Tenant’s exercise of the right of first offer shall thereupon automatically terminate and be null and void and of no force or effect, whereupon Landlord shall no longer have any obligation under the Lease, this Addendum or otherwise to offer to lease any of the ROFO Space to Tenant under any circumstances. If Tenant fails to deliver to Landlord’s notice, failing which Landlord may before the Acceptance Period expires, written notice executed by Tenant exercising the right of first offer to lease the Right Offer Space, or if Tenant delivers such written notice to Landlord during the Acceptance Period, but Landlord and Tenant do not execute a mutually-satisfactory amendment to this Lease within the period of First forty-five (45) days after the Acceptance Period expires, then Landlord shall thereupon be free to lease the Offer Space to any third party on whatever basis Landlord desires, and Tenant shall have no further rights with respect to the Right of First Offer Space. If Tenant exercises its Right of First Offer hereunder, effective as other tenant or prospective tenant of the date that Landlord delivers the Right of First Offer Space to Tenant (the “Delivery Date”), the Right of First Offer Space shall automatically be included within the Premises and subject to all the Building on any terms and conditions of agreed to by them. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS SECOND AMENDMENT, (i) Tenant’s rights pursuant to this Paragraph are personal to Tenant and nontransferable and shall automatically terminate if Tenant assigns the Lease, except as set forth in Landlordamended, or any of Tenant’s rights under the Lease, as amended, to any person or entity (other than pursuant to a Permitted Disposition) or subleases all or any portion of the Premises to any person or entity (other than pursuant to a Permitted Disposition); and (ii) Tenant’s rights pursuant to this Paragraph shall automatically terminate if, on the date of any ROFO Notice, a default or breach by Tenant under the Lease has occurred and is continuing after any applicable notice is given and as follows:any applicable cure period has expired.

Right of First Offer. Provided that (a) there If Tenant is no ongoing Event not in default under the Lease beyond any grace or cure period, as may be applicable, Tenant shall have one time Right of Default First Offer to lease Suite 800, which is contiguous to Suite 808 and (b) I-Therapeutix, Inc. marked on Exhibit "A" and any part or a Permitted Transferee shall then be in occupancy of at least 70% all of the entire Premises under this 7th floor space, and other space in the building ("Expansion Space"), during the Lease Term as the space becomes available, subject to any encumbrances which may exist at the time it exercises any of the following rights set forth in this Article 41 and Lease Agreement is signed or at the time the Right space becomes available, at Market Rent, as defined below. The Landlord shall offer such space to Tenant when it becomes available and Tenant shall exercise its right under this paragraph by giving written notice to Landlord of First Offer its exercise of this right and acceptance of Landlord's offer not later than twenty (20) days following its receipt of Landlord's offer. Expansion Space (as hereinafter defined) shall be deemed available when it is vacant and broom clean and not subject to be added any tenant rights other than Tenant's right herein. Upon exercise of Tenant's right under this paragraph, the parties shall execute an amendment to the original Lease whereby the Expansion Space shall be included in the definition of the "Premises, " under the Lease and shall be subject to the rights terms of other tenants in Landlord's offer accepted by Tenant. If not accepted, Tenant's right under this paragraph shall terminate as to the offered space, except that, if Tenant does not exercise its right hereunder only because the. parties were unable to agree on the Market Rent, Tenant's right hereunder shall continue if Landlord markets the Expansion Space to third parties at less than 95% of the Market Rent offered to Tenant. Market Rent shall be defined as the rental rate which is equal to the' prevailing market rent for properties similar to the Building in quality, size, location and subject to use in Miami Florida on the right of Landlord to extend or renew any then current lease (or enter into a new lease with the same tenant even if no extension or renewal rights are contained in the then current lease), Tenant shall have a one-time right (the “Right of First Offer”) to lease approximately 18,417 rentable square feet of space in the Building located directly across the main lobby from the Premises as shown on Exhibit E attached hereto (the “Right of First Offer Space”) at such time as Landlord desires to offer the Right of First Offer Space to the public for lease. In such event, Landlord shall give written notice to Tenant date of the availability exercise of the Right of First Offer Space Offer, taking into account size and location of the terms Premises, any rent concessions, moving concessions, tenant allowances, and conditions on which Landlord intends brokerage commissions prevailing in the market at such time, as well as Tenant's creditworthiness, length of the term, and extent of services provided or to offer it to the public and Tenant shall have a period of ten (10) business days thereafter in which to exercise be provided. Tenant’s right to lease the Right 's Flight of First Offer shall be limited to a total area of Expansion Space pursuant to of 31,638 square feet in the terms Building and conditions contained in Landlord’s notice, failing which Landlord may lease the Right of First Offer Space to any third party on whatever basis Landlord desires, and Tenant shall have no further rights with respect to the Right of First Offer Space. If Tenant exercises its Right of First Offer hereunder, effective as of the date that Landlord delivers the Right of First Offer Space to Tenant (the “Delivery Date”), the Right of First Offer Space shall automatically be included within the Premises and subject to all the terms and conditions of this Lease, except as set forth in Landlord’s notice and as follows:terminate when size has been reached.

Right of First Offer. Provided that (ai) there no Tenant default has occurred and is no ongoing Event of Default continuing hereunder, and (bii) I-Therapeutix, Inc. Tenant has not assigned this Lease nor sublet all or a Permitted Transferee shall then be in occupancy of at least 70% any portion of the entire Premises (other than an assignment or sublease to an affiliated entity which controls, is controlled by, or under this Lease at the time it exercises any of the following rights set forth in this Article 41 and at the time the Right of First Offer Space (as hereinafter defined) is to be added to the original Premisescommon control with, subject to the rights of other tenants in the Building and subject to the right of Landlord to extend or renew any then current lease (or enter into a new lease with the same tenant even if no extension or renewal rights are contained in the then current leaseTenant), Tenant shall have a one-time continuing right of first offer to lease the space contiguous to the Premises in the Building as more particularly described on Exhibit “A-2” attached hereto and incorporated herein by reference (the “Right of First Offer”) to lease approximately 18,417 rentable square feet of space in the Building located directly across the main lobby from the Premises as shown on Exhibit E attached hereto (the “Right of First Offer Expansion Space”) at such time as Landlord desires said Expansion Space becomes available for lease during the Lease Term and any extensions thereof. At such time as the Expansion Space initially becomes available for lease and prior to offer marketing the Right of First Offer Expansion Space for lease to the public for lease. In such eventgeneral public, Landlord shall give written notice notify Tenant in writing of Landlord’s intention to Tenant of market the availability of the Right of First Offer Expansion Space and the rental rate and terms and conditions on of lease which Landlord intends to offer it to propose for the public and Expansion Space (collectively, the “Offer Terms”). Tenant shall have a period of ten five (105) business days thereafter after its receipt of such written notice from Landlord (the “Letter of Intent Negotiation Period”) in which order to exercise Tenant’s right negotiate with Landlord to enter a mutually acceptable letter of intent to lease the Right Expansion Space based on the Offer Terms. Landlord shall not, during the Letter of First Intent Negotiation Period, lease, offer to lease or agree to lease the Expansion Space to any other party unless Tenant advises Landlord that Tenant is not interested in leasing the Expansion Space in accordance with the Offer Terms. In the event that Tenant does not agree to such Offer Terms during the Letter of Intent Negotiation Period, then, after such period, Landlord may market the Expansion Space pursuant to the upon such terms and conditions contained in Landlord’s notice, failing which as are reasonably acceptable to Landlord may lease the Right of First Offer Space to any third party on whatever basis Landlord desires, and Tenant shall have no further rights with respect to the Right Expansion Space until such time as the Expansion Space again becomes available for lease, whereupon Tenant shall again have the option to exercise this right of First first offer. In the event Tenant agrees to the Offer Terms within the Letter of Intent Negotiation Period as hereinabove described, then Tenant and Landlord will negotiate in good faith and with due diligence an agreement for the lease of the Expansion Space. If Tenant exercises its Right of First Landlord shall not, during the thirty (30) day period immediately following Tenant’s agreement to the Offer hereunder, effective as of the date that Landlord delivers the Right of First Offer Space to Tenant Terms (the “Delivery DateLease Negotiation Period”), lease, offer to lease or agree to lease the Right Expansion Space to any other party. In the event that Landlord and Tenant are unable in good faith to agree to the terms of First Offer Space shall automatically be included such lease within the Premises and subject to all Lease Negotiation Period, then thereafter Landlord may market the Expansion Space upon such terms and conditions as are reasonably acceptable to Landlord whereupon Tenant shall have no further rights with respect to the Expansion Space until such time as the Expansion Space again becomes available for lease, whereupon Tenant shall again have the option to exercise this right of this Lease, except as set forth in Landlord’s notice and as follows:first offer.

Right of First Offer. Provided no Event of Default remains uncured beyond any applicable notice or cure period, then prior to leasing to prospective tenants any space in the Building which becomes available to lease during the Term (in each instance, an “Option Space”), Landlord shall first offer to lease such Option Space to Tenant. Each Option Space shall be offered for lease to Tenant on the same terms and conditions as Landlord is then offering to third party prospective tenants (including, without limitation, rent and term). Tenant shall have five (5) days from the date of Landlord’s offer to accept Landlord’s terms and conditions as offered, it being understood that if Tenant does not give Landlord notice of such acceptance within such five (5) day period, Tenant shall be deemed to have rejected Landlord’s offer and Landlord shall be free to lease the Option Space to tenant(s) other than Tenant. If Tenant accepts Landlord’s offer within such five (5) day period, Landlord and Tenant shall enter into an amendment to the Lease incorporating such Option Space as part of the Premises, provided, however, that if such amendment is not executed and delivered by Tenant within twenty (20) days after Landlord’s delivery of such document, then Landlord, in Landlord’s sole discretion, shall be free to lease such Option Space to tenant(s) other than Tenant. Notwithstanding the foregoing, Landlord shall not be obligated to offer any Option Space to Tenant for lease if the Term hereof (which shall include any renewal term only if the renewal option has been irrevocably exercised by Tenant) is scheduled to expire within one year after the date Landlord begins offering to lease such Option Space. EXHIBIT G CANCELLATION OPTION If no Event of Default remains uncured beyond any applicable grace or cure period, Tenant shall have the right to cancel (the “Cancellation Option”) and terminate this Lease as of the last day of the eighty-sixth (86th) Lease Month, only (the “Cancellation Date”) provided as conditions of Tenant’s right to exercise the Cancellation Option, Tenant (a) there is no ongoing Event gives at least nine (9) months’ irrevocable prior written notice to Landlord of Default exercise of the Cancellation Option, TIME BEING OF THE ESSENCE AS TO DELIVERY OF SUCH NOTICE AND TERMINATION; and (b) I-Therapeutix, Inc. or pays a Permitted Transferee shall then be fee to Landlord in occupancy the amount of at least 70% of the entire Premises under this Lease at the time it exercises any of the following rights set forth in this Article 41 and at the time the Right of First Offer Space Two Hundred Fifty Thousand Dollars (as hereinafter defined$250,000.00) is to be added no later than thirty (30) calendar days prior to the original Premises, subject to Cancellation Date. Should Tenant exercise the rights of other tenants in the Building and subject to the right of Landlord to extend or renew any then current lease (or enter into a new lease with the same tenant even if no extension or renewal rights are contained in the then current lease)Cancellation Option, Tenant shall have a one-time right hereby agrees to: (the “Right a) continue to perform all of First Offer”) to lease approximately 18,417 rentable square feet of space in the Building located directly across the main lobby from the Premises as shown on Exhibit E attached hereto (the “Right of First Offer Space”) at such time as Landlord desires to offer the Right of First Offer Space to the public for lease. In such event, Landlord shall give written notice to Tenant of the availability of the Right of First Offer Space and the terms and conditions on which Landlord intends to offer it to the public and Tenant shall have a period of ten (10) business days thereafter in which to exercise Tenant’s right to lease the Right of First Offer Space pursuant to the terms and conditions contained in Landlord’s notice, failing which Landlord may lease the Right of First Offer Space to any third party on whatever basis Landlord desires, and Tenant shall have no further rights with respect to the Right of First Offer Space. If Tenant exercises its Right of First Offer hereunder, effective as of the date that Landlord delivers the Right of First Offer Space to Tenant (the “Delivery Date”), the Right of First Offer Space shall automatically be included within the Premises and subject to all the terms and conditions of this Leasethe Lease until the Cancellation Date; (b) enter into a surrender agreement effective as of the Cancellation Date or, except as set forth in at Landlord’s notice option, consent to the entry of judgment immediately awarding possession of the Demised Premises to Landlord with enforcement of said judgment stayed by its terms until the Cancellation Date; and (iii) on or before the Cancellation Date, actually vacate the Premises, leaving same broom clean and in good order and repair, free and clear of liens, encumbrances and tenancies of any kind and as follows:otherwise required at the end of the Term of the Lease. EXHIBIT H FORM OF LETTER OF CREDIT [Date] To: [Insert Landlord Name] c/x Xxxxxxxx Management Corp. 0000 Xx. Xxxxxxx Xxxxxx X.X. Xxx 0000 Xxxxxx, XX 00000 Ladies and Gentlemen: By order of our client [Insert Tenant Name], we hereby establish our irrevocable Letter of Credit No. _____ in your favor for a sum or sums not to exceed $________________ (____________ ______________ U.S. Dollars) in the aggregate, effective immediately. This Letter of Credit shall be payable in immediately available funds in U.S. Dollars. Funds under this Letter of Credit are payable to you upon your presentation of a site draft drawn on us in the form annexed hereto. All drafts must be marked : “Drawn under Letter of Credit No. _______ of [Insert name of issuing bank].” This Letter of Credit shall expire twelve (12) months from the date hereof, but is automatically extendable, so that this Letter of Credit shall be automatically extended, from time to time, without amendment, for one year from the expiration date hereof and from each and every future expiration date, unless at least sixty (60) days prior to any expiration date we shall notify you by certified mail that we elect not to consider this Letter of Credit renewed for such additional period. This Letter of Credit is transferable and may be transferred one or more times. However, no transfer shall be deemed effective unless advice of such transfer is received by us. We hereby agree to honor each draft drawn under and in compliance with this Letter of Credit, if duly presented at our offices at _______________________________, New Jersey or at any other of our offices. This Letter of Credit is subject to the International Standby Practices ISP98, International Chamber of Commerce Publication No. 590 (1998 edition). [INSERT ISSUING BANK NAME] By: _____________________________ [Annex issuing bank’s form of site draft]

Right of First Offer. Provided that (a) there is no ongoing Event of Default and (b) I-Therapeutix, Inc. or a Permitted Transferee Tenant shall then be in occupancy of at least 70% have previously committed to lease the entire fourth floor of the entire Premises under this Lease at the time it exercises any Building, Tenant shall have a continuing right of the following rights set forth in this Article 41 and at the time the Right of First Offer Space (as hereinafter defined) is first offer with regard to be added to the original Premises, subject to the rights of other tenants space in the Building and subject which may become available for lease ("First Offer Space"). Tenant's rights under this Paragraph 10 shall be subordinate to the right of Landlord to extend or renew the leases of other tenants in the Building. Subject to the foregoing, Landlord shall offer Tenant the opportunity to lease First Offer Space prior to offering such space to another party by submitting to Tenant in writing a description of the First Offer Space (the "RFO Notice") no earlier than seventeen (17) months prior to the date such First Offer Space, if comprising an entire floor or more, will be vacant and no earlier than twelve (12) months prior to the date that such First Offer Space, if comprising less than an entire floor, will be vacant. The RFO Notice shall include the market terms upon which Landlord is willing to lease the First Offer Space, including lease term, rental rate, leasehold improvements and any then current other concessions. Tenant shall thereafter have twenty-one (21) days within which to exercise its option to lease (or enter into a new lease with the same tenant even if no extension or renewal rights are First Offer Space upon the terms contained in the then current lease), RFO Notice or upon such market terms mutually agreed to by Landlord and Tenant shall have a onewithin such 21-time right (day period. If Tenant rejects the “Right of First Offer”) to lease approximately 18,417 rentable square feet of space in the Building located directly across the main lobby from the Premises as shown on Exhibit E attached hereto (the “Right of First Offer Space”) at such time as Landlord desires to offer the Right of First Offer Space or does not exercise its option to lease the public for lease. In such event, Landlord shall give written notice to Tenant of the availability of the Right of First Offer Space and the terms and conditions on which Landlord intends to offer it to the public and Tenant shall have a period of ten (10) business days thereafter in which to exercise Tenant’s right to lease the Right of First Offer Space pursuant to the terms and conditions contained in Landlord’s noticewithin such 21-day period, failing which Landlord may lease the Right of First Offer Space to any third party on whatever basis Landlord desires, and Tenant shall have no further rights with respect to the Right of such First Offer Space. If Tenant exercises its Right of First Offer hereunderSpace thereafter, effective as of the date provided that Landlord delivers the Right of shall re-offer such First Offer Space to Tenant (pursuant to this paragraph prior to offering it to a third party on terms the “Delivery Date”), net present value of which is less than 90% of the Right net present value of the terms upon which such First Offer Space was offered to Tenant. As a condition of Tenant's right of first offer under this Paragraph 10 ("this RFO"), Tenant agrees that if another tenant having not more than 10,000 rsf in the Building makes its lease extension or renewal conditional upon an expansion into First Offer Space that Tenant wishes to lease pursuant to this Paragraph 10, then, at Landlord's request, Tenant shall automatically be included within obligated to lease the Premises and subject premises then occupied by such other tenant in addition to all the terms and conditions of this Lease, except as set forth in Landlord’s notice and as follows:leasing such First Offer Space.

Right of First Offer. Provided that (a) there is no ongoing Event of Default and (b) I-Therapeutix, Inc. or a Permitted Transferee shall then be in occupancy of at least 70% of the entire Premises under this Lease at the time it exercises any of the following rights set forth in this Article 41 and at the time the Right of First Offer Space (as hereinafter defined) is Subject to be added to the original Premises, subject to the rights of other existing tenants in the Building and subject to as of November 1, 2000, if at any time during the right of Landlord to extend or renew any then current Extended Term, space comes available for lease (or enter into a new lease with the same tenant even if no extension or renewal rights are contained in the then current lease), Tenant shall have a one-time right (the “Right of First Offer”) to lease approximately 18,417 rentable square feet of space in the Building located directly across the main lobby from the Premises as shown on Exhibit E attached hereto (hereinafter the “Right of First Offer Space”) at such time as Landlord desires to offer the Right of First Offer Space to the public for lease. In such eventon any floor, Landlord shall give written notice to Tenant (the “Offer Notice”) that such Offer Space is or will become available for lease. Landlord’s Offer Notice shall specify the size of the availability Offer Space, when the Offer Space will be available for lease, the term of lease of such Offer Space, any tenant improvement allowance or other economic inducements offered in connection with the Offer Space, and the Basic Monthly Rent for the Offer Space (the “Offer Terms.”) Tenant shall have ten (10) days following receipt of the Right Offer Notice to notify Landlord in writing of First whether or not Tenant wishes to lease the Offer Space and on the terms and conditions on which Landlord intends to offer it Offer Terms. In the event that Tenant shall timely respond to the public Offer Notice and agree to lease the Offer Space, it shall be deemed that Tenant has irrevocably committed to lease the Offer Space on the Offer Terms and Landlord and Tenant agree to execute an addendum to the Lease, including the Offer Space within the Premises on the Offer Terms. In the event that Tenant shall fail to respond to the Offer Notice in writing within such ten (10) day period, or shall respond in writing but proposes different terms for the lease of the Offer Space than the Offer Terms, including without limitation a different size or rental rate, Landlord shall have no obligation to lease the Offer Space to Tenant and may thereafter lease the Offer Space to any other interested party. Any and all other prior rights relating to a First Right to Offer under the Lease shall be null and void. Notwithstanding the above, Tenant shall have a period of ten (10) business days thereafter in which to exercise Tenant’s right to lease the Right of First Offer Space pursuant Offer, subject to rights of existing tenants in the Building as of November 1, 2000, to occupy Suite 420 should the space become available. The terms and condition of the tenancy shall be coterminous and at the same rate and terms as currently exist hereunder. Landlord shall provide an addendum to the terms and conditions contained in Landlord’s noticeLease amending the appropriate sections of the Lease, failing which Landlord may lease including but not limited to the Right of First Offer Space to any third party on whatever basis Landlord desiresPremises Basic Monthly Rent, and Tenant shall have no further rights with respect to the Right Percentage Share of First Offer Space. If Tenant exercises its Right of First Offer hereunder, effective as of the date that Landlord delivers the Right of First Offer Space to Tenant (the “Delivery Date”), the Right of First Offer Space shall automatically be included within the Premises and subject to all the terms and conditions of this Lease, except as set forth in Landlord’s notice and as follows:Operating Expenses.

Right of First Offer. Provided that (a) there is no ongoing Event of Default and (b) I-Therapeutix, Inc. or a Permitted Transferee shall then be in occupancy of at least 70% of Subject to the entire Premises under this Lease at the time it exercises any of the following rights provisions hereinafter set forth in this Article 41 and at (including, without limitation, the time terms of Section 30.I. below regarding the Right priority of First Offer Space (as hereinafter defined) is to be added to the original Premises, subject to the certain rights of other tenants in as therein described), Landlord hereby grants to Tenant the ongoing right to lease, on the terms and conditions hereinafter set forth, each portion of office space on the 9th floor of the Building and subject to the right of Landlord to extend or renew any then current lease (or enter into a new lease with the same tenant even if no extension or renewal rights are contained in the then current lease)herein, Tenant shall have a one-time right (the “Right of First Offer”) to lease approximately 18,417 rentable square feet of space in the Building located directly across the main lobby from the Premises as shown on Exhibit E attached hereto (the “Right of First Offer Space”) at such time which is not otherwise being leased by Tenant hereunder and which Landlord proposes to lease for any term commencing during the First Offer Period (as hereinafter defined). A. If Landlord desires is in serious discussions with a party other than Tenant concerning a lease and/or an option to offer lease with respect to any portion of the Right of First Offer Space for a term commencing during the First Offer Period (which shall include, in order to constitute serious discussions, delivery by such party to Landlord of a proposal or counterproposal for the public leasing and/or granting of leasing options relative to such portion of the First Offer Space which Landlord is willing to accept, or the joint execution by Landlord and such party of a term sheet, letter of intent or other jointly signed proposal for lease. In the leasing and/or granting of leasing options relative to such eventportion of the First Offer Space, which in any such case under this parenthetical is referred to as a “Prospective Tenant Proposal”), and in any event prior to leasing and/or granting options to lease any portion of the First Offer Space for a term commencing during the First Offer Period, Landlord shall give Tenant written notice to Tenant (“Landlord’s First Offer Notice”) of (i) the location and Rentable Square Feet of such portion of the availability First Offer Space, (ii) the date of commencement of the Right term of the demise, as determined by Landlord, with respect to such portion of the First Offer Space and (the terms and conditions on which Landlord intends to offer it to the public and Tenant shall have a period of ten (10) business days thereafter in which to exercise Tenant’s right to lease the Right of “First Offer Space pursuant to Commencement Date”) (and, if applicable under Section 30.E.(iii) below, the expiration date of the term of such demise), (iii) unless the terms and conditions contained of Section 30.F. below apply (in which case Landlord shall instead identify, in the Landlord’s notice, failing which Landlord may lease the Right of First Offer Space to any third party on whatever basis Landlord desiresNotice, the Rent, abatements and Tenant shall have no further rights allowance terms with respect to the Right of First Offer Space. If Tenant exercises its Right of First Offer hereunder, effective as of the date that Landlord delivers the Right of subject First Offer Space as determined under said Section 30.F), the Market Rental Rate (as defined below) for such portion of the First Offer Space (determined as hereinafter provided, and including a description of any allowances, rent abatements and other concessions which are components thereof, as applicable), and (iv) such other terms and conditions upon which Landlord is prepared to Tenant lease to Tenant, including, without limitation, if applicable, any first offer and/or expansion rights relative to the First Offer Space which may be offered to a prospective tenant and which would be superior to Tenant’s first offer rights under this Section 30 if so accepted by such prospective tenant (the “Delivery DateOption Rights”), the Right of First Offer Space shall automatically be included within the Premises and subject to all the terms and conditions of this Lease, except as set forth in Landlord’s notice and as follows:.

Right of First Offer. Provided that (a) there Tenant is no ongoing Event of Default and (b) I-Therapeutix, Inc. or a Permitted Transferee shall then be not in occupancy of at least 70% of the entire Premises default under this Lease at the time it exercises any of exercise of Tenant's right hereunder, and so long as the following rights set forth in this Article 41 and at the time the Right of First Offer Space (as hereinafter defined) space described herein is to be added to the original Premises, subject to the rights of other tenants in the Building and subject to the right of Landlord to extend or renew any then current lease (or enter into a new lease with the same tenant even if no extension or renewal rights are contained in the then current lease)available, Tenant shall have have, during the Initial Term and any extension thereof, a onecontinuous non-time exclusive right (the “Right of First Offer”) first offer to lease approximately 18,417 rentable square feet the entire space located on the first floor of space in the Building located directly across the main lobby from the Premises as shown on Exhibit E attached hereto (the “Right of First Offer "Option Space”) at such time as "), which Option Space Landlord desires may offer to offer the Right of First Offer Space to the public for leaseother prospective tenants. In such event, Landlord shall give written notice to Tenant of the availability of the Right of First Offer Space and the terms and conditions on which Landlord intends to offer it to the public and Tenant shall have a period of ten (10) business days thereafter in which to exercise Tenant’s 's right to lease the Right of First Offer Option Space pursuant is subject and subordinate to all encumbrances on the terms and conditions contained Option Space in Landlord’s notice, failing which Landlord may lease the Right of First Offer Space to any third party on whatever basis Landlord desires, and Tenant shall have no further rights with respect to the Right of First Offer Space. If Tenant exercises its Right of First Offer hereunder, effective existence as of the date of Lease execution. Landlord represents that all encumbrances related to the right to lease the Option Space are identified on Exhibit "G." The Option Space, encompassing approximately 17,000 square feet of rentable floor area, is outlined on Exhibit "A-2". This right of first offer may be exercised, at Tenant's option, at any time during the Initial Term and any extension thereof by giving written notice to Landlord delivers the Right of First Offer Space to Tenant (the “Delivery Date”"Acceptance"), on the Right of First Offer Space shall automatically be included within the Premises and subject to all the same terms and conditions of as those set forth in this Lease, except as to Basic Rent and tenant improvements (which will be determined pursuant to the further paragraphs in this Subsection); the Lease term for the Option Space shall run co-terminous with the Lease. The rent reserved herein, i.e., the "Basic Rent", for the Option Space shall be set forth at a figure which is equal to the then prevailing fair market rental value for the Premises at the time of the Acceptance, as determined by mutual agreement between Landlord and Tenant or by arbitration in accordance with the provisions of this Lease. If Landlord and Tenant are unable to agree upon said fair market rental value within thirty (30) days from the date of the Acceptance, then the matter shall be determined by arbitration, pursuant to the terms of this Subsection. The parties agree to a standard of good faith and reasonableness in their attempts to affirmatively resolve the issue of Basic Rent. Notwithstanding anything to the contrary in this Lease, Landlord and Tenant agree that under no circumstances shall the Basic Rent be less for the Option Space than the Premises. Arbitration, if required, shall be before one disinterested arbitrator if one can be agreed upon, otherwise before three disinterested arbitrators, one to be named by the Landlord’s notice , one by the Tenant and as follows:one by the two thus chosen. Each arbitrator shall have at least ten years professional experience and achieved "MAI" status in the American Institute of Real Estate Appraisers.

Right of First Offer. Provided that (ai) there no Tenant default has occmTed and is no ongoing Event of Default and (b) I-Therapeutix, Inc. then continuing hereu not assigned this Lease nor sublet all or a Permitted Transferee shall then be in occupancy of at least 70% any p01tion of the entire Premises under this Lease at Premises, following t Tenant shall have a continuing right of first offer (the time it exercises any "Right of First Offer") to the second floor of the Building (the "Expansion Space") at such time as said E available for lease during the initial Lease Term (or following rights set forth in this Article 41 it becoming availa if such space is currently vacant); provided, however, Tenant shall have no righ the Expansion Space which is re-leased to existing tenants occupying such space Offer is subordinate to any party that has previously been granted a right of fi refusal for the same space or portion thereof, and at the time the Right of First Offer s Expansion Space being offered and not any smaller portion. At such time as the becomes available for lease and prior to marketing the Expansion Space for lea Landlord shall notify Tenant in WTiting of Landlord's intention to market the E rental rate and terms and conditions of lease which Landlord intends to propose (as hereinafter defined) is to be added to collectively, the original Premises, subject to the rights of other tenants in the Building and subject to the right of Landlord to extend or renew any then current lease (or enter into a new lease with the same tenant even if no extension or renewal rights are contained in the then current lease"Offer Terms"), . Tenant shall have ten (10) days after its receipt of such written notice fr of Intent Negotiation Period") to provide written notice to Landlord evidencing Right of First Offer and to lease the Expansion Space in accordance with such shall not, during the Letter of Intent Negotiation Period, lease, offer to leas Expansion Space to any other party unless Tenant advises Landlord that Tenant is the Expansion Space in accordance with the Offer Tenns. In the event that Xxxx Offer Terms during the Letter of Intent Negotiation Period, then, after such perio In the event Tenant agrees to the Offer Terms within the Letter of Inte hereinabove described, then Tenant and Landlord will negotiate in good faith a one-time right agreement for the lease of the Expansion Space.Landlord shall not, during period immediately following Tenant's agreement to the Offer Terms (the “"Lea lease, offer to lease or agree to lease the Expansion Space to any other party. I and Tenant are unable in good faith to agree to the terms of such lease withi Period, then thereafter Landlord may market the Expansion Space upon such ter reasonably acceptable to Landlord whereupon Tenant shall have no finther ri Expansion Space until such time as the Expansion Space again becomes availa Tenant shall again have the option to exercise this Right of First Offer”) to lease approximately 18,417 rentable square feet of space in the Building located directly across the main lobby from the Premises as shown on Exhibit E attached hereto (the “Right of First Offer Space”) at such time as Landlord desires to offer the Right of First Offer Space to the public for lease. In such event, Landlord shall give written notice to Tenant of the availability of the Right of First Offer Space and the terms and conditions on which Landlord intends to offer it to the public and Tenant shall have a period of ten (10) business days thereafter in which to exercise Tenant’s right to lease the Right of First Offer Space pursuant to the terms and conditions contained in Landlord’s notice, failing which Landlord may lease the Right of First Offer Space to any third party on whatever basis Landlord desires, and Tenant shall have no further rights with respect to the Right of First Offer Space. If Tenant exercises its Right of First Offer hereunder, effective as of the date that Landlord delivers the Right of First Offer Space to Tenant (the “Delivery Date”), the Right of First Offer Space shall automatically be included within the Premises and subject to all the terms and conditions of this Lease, except as set forth in Landlord’s notice and as follows:.

Right of First Offer. Provided that (a) there is no ongoing Event of Default and (b) I-Therapeutix, Inc. or a Permitted Transferee shall then be in occupancy of at least 70% of the entire Premises under this Lease at the time it exercises any of the following rights set forth in this Article 41 and at the time the Right of First Offer Space (as hereinafter defined) is to be added i. Subject to the original Premises, subject to the rights provisions of other tenants in the Building and subject to the right of Landlord to extend or renew any then current lease (or enter into a new lease with the same tenant even if no extension or renewal rights are contained in the then current lease)this Article, Tenant shall have a one-time right (the “Right of First Offer”) option to lease approximately 18,417 rentable square feet from Landlord contiguous space on the first (1st) floor of space in the Building located directly across the main lobby from the Premises Building, as shown on the floor plan attached as Exhibit E attached hereto A-1 (the “Right of First Offer Additional Space”) (A) at the expiration of the initial space lease for such time as Additional Space, subject to Landlord’s right to renew such leases or (B) if such space has not been initially leased and is then currently vacant and further provided Landlord desires has received a bona fide expression of interest from a third party to offer the Right of First Offer lease said Additional Space to the public or (C) if such space has not been initially leased and is then currently vacant and further provided Landlord is not negotiating for lease. In such eventspace with another party, Landlord shall give then upon unprompted written notice to Tenant from Tenant. If the Term of this Lease shall be in full force and effect on the expiration or termination date of the availability initial space lease, for the Additional Space, subject to Landlord’s right to renew such leases, or if Landlord has received a bona fide expression of the Right of First Offer Space interest from a third party to lease said Additional Space, or if such space has not been initially leased and the terms is currently vacant and conditions on which further provided Landlord intends to offer it to the public and is not negotiating for such space with another party, then upon unprompted written notice from Tenant, Tenant shall have a period the option to lease all, but not less than all of the Additional Space on an as-is basis, provided Tenant either gives Landlord unprompted written notice or written notice of such election within ten (10) business days thereafter in which after Tenant shall receive Landlord’s notice that such Additional Space is available for leasing to Tenant or that Landlord has received a bona fide expression of interest from a third party to lease said Additional Space. If Tenant fails or refuses to exercise Tenant’s right to lease this option as set forth in clauses (A) and (B) above within the Right of First Offer Space pursuant to the terms time period set forth above (TIME BEING OF THE ESSENCE), then and conditions contained in Landlord’s notice, failing which Landlord may lease the Right of First Offer Space to any third party on whatever basis Landlord desires, and such event Tenant shall have no further rights under this Section with respect to such Additional Space. If Tenant shall elect to lease said Additional Space: (v) said Additional Space shall be deemed incorporated within and part of the Premises on the date that Landlord shall notify Tenant that such Additional Space is ready for occupancy by Tenant and shall expire on the Expiration Date of this Lease, (x) (i) if Tenant exercises this option to lease the Additional Space during the first two (2) years of the term of this lease, the fixed rent payable under this Lease shall be increased by an amount such that during the balance of the term of this Lease the fixed rent for said Additional Space shall be at the same rate per square foot as is payable with respect to the Right of First Offer Space. If Tenant exercises its Right of First Offer hereunder, effective as of the date that Landlord delivers the Right of First Offer Space to Tenant Demised Premises (the “Delivery Date”), the Right of First Offer Space shall automatically be included within the Premises and subject to all the terms and conditions of this Lease, except as set forth in LandlordSection 1.04 hereof, except that notwithstanding anything therein to the contrary, the fixed rent per square foot for the first 18 months of the term shall be deemed to be at the rate of $16.50 per rentable square foot), and (ii) if Tenant exercises this option to lease the Additional Space after the first two (2) years of the term of this lease, the fixed rent payable under this Lease shall be increased by an amount such that during the balance of the term of this Lease the fixed rent for said Additional Space shall be the then fair market rent for the Additional Space, as determined in the manner set forth in clause (ii) below, (y) Tenant’s notice Proportionate Share shall be proportionately increased, and as follows:(z) all other terms and provisions set forth in this Lease shall apply, except that (A) Landlord not be required to perform any work with respect to said Additional Space or provide any tenant improvement allowance for said Additional Space and (B) the security deposit shall be increased by an amount equal to three (3) months average rent for the Additional Space. The parties shall promptly execute an amendment of this Lease confirming Tenant’s election to lease said Additional Space and the incorporation of said Additional Space into the Premises.

Right of First Offer. Provided that (a) there Tenant is no ongoing Event not then in default, beyond the expiration of Default and (b) I-Therapeutixany applicable grace periods, Inc. or a Permitted Transferee shall then be in occupancy of at least 70% of the entire Premises under this Lease at the time it exercises any of the following rights set forth in this Article 41 and at terms, covenants or conditions of the time the Right of First Offer Space (as hereinafter defined) is Lease on Tenant's part to be added to observed or performed, it is agreed that if, at any time during the original PremisesLease Term, subject to the rights of other tenants in the Building and subject to the right of Landlord to extend or renew any then current lease (or enter into a new lease with the same tenant even if no extension or renewal rights are contained in the then current lease), Tenant shall have a one-time right (the “Right of First Offer”) to lease approximately 18,417 rentable square feet of space in the Building located directly across the main lobby from the Premises as shown on Exhibit E attached hereto (the “Right of First Offer Space”) at such time as Landlord desires decides to offer the Right Property for sale to any third (3rd) party (which does not include any affiliate of First Offer Space to the public for lease. In such eventLandlord or any party controlled by or under common control with Landlord), then Landlord shall give will provide Tenant with a right of first offer, as follows: Landlord will provide Tenant with written notice (the "Notice of Sale") indicating that Landlord plans to Tenant of offer the availability of the Right of First Offer Space Property for sale and setting forth the terms and conditions on which Landlord intends to offer it the Property for sale. The terms which Landlord will communicate to Tenant shall include at least the public purchase price which Landlord intends to ask, the general time frame during which the sale is to be consummated and such other terms as Landlord has determined at that time shall be incorporated into the sales arrangements. Tenant shall have the right for five (5) business days from its receipt of Landlord's written Notice of Sale to provide Landlord with written notice ("Tenant's Notice of Election to Purchase") indicating its election to purchase the Property on the terms being offered by Landlord. Landlord and Tenant then will have a second (2nd) five (5) business day period to execute a Purchase and Sale Agreement formalizing the obligations of both parties on terms and conditions acceptable to both of them. If Landlord does not receive Tenant's written Notice of Election of Purchase within five (5) business days after Tenant's receipt of Landlord's Notice of Sale, or if both Landlord and Tenant have not both signed a Purchase and Sale Agreement for the purchase and sale of the Property within ten (10) business days thereafter after Tenant's receipt of Landlord's Notice of Sale, then, in which either of such events, Landlord shall be free to exercise Tenant’s right to lease offer the Right of First Offer Space pursuant to the terms and conditions contained in Landlord’s notice, failing which Landlord may lease the Right of First Offer Space Property to any third party on whatever basis Landlord desires, other prospective purchasers and Tenant shall have no further rights to negotiate with them with respect to the Right of First Offer Space. If Tenant exercises its Right of First Offer hereunder, effective as of the date that Landlord delivers the Right of First Offer Space to Tenant (the “Delivery Date”), the Right of First Offer Space shall automatically be included within the Premises any and subject to all the terms and conditions of sale (including without limitation the purchase price), and thereafter Landlord shall be free to sell to any other purchaser the 42 Property on any terms and conditions, free of any claim by Tenant (provided only that Landlord's dealings with Tenant had been in good faith). EXECUTED as an instrument under seal this Lease____ day of November, except as 1997. WITNESS: LANDLORD: XXXXXX/XXXXX ASSOCIATES LIMITED PARTNERSHIP By: XXXXXX/XXXXX CORPORATION the sole General Partner ____________________ By:_________________________________ Xxxxxx X. Xxxxxx, President WITNESS: XXXXXX 108 ASSOCIATES LIMITED PARTNERSHIP By: XXXXXX 108 CORPORATION the sole General Partner _____________________ By:_________________________________ Xxxxxx X. Xxxxxx, President WITNESS: TENANT: LIFELINE SYSTEMS, INC. ______________________________ By:_________________________________ Name and Title: [SIGNATURES CONTINUED ON TO NEXT PAGE] For the purpose of agreeing to the guaranty set forth in Section 16.10 ------------- only, the undersigned, being limited partners of the Landlord’s notice , hereby execute this Lease under seal and as followswaive all surety ship defenses: WITNESS: _________________________ ________________________________________ Xxxxxx Xxxxxx, individually WITNESS: ________________________________________ __________________________ Xxxxx Xxxxxxx, individually WITNESS: ___________________________ ________________________________________ Xxxx Xxxxxx, individually Lifeline Lease D6 November 11, 1997 EXHIBIT A DESCRIPTION OF THE LAND ----------------------- EXHIBIT B - PLAN OF THE LEASED PREMISES EXHIBIT C - THE WORK The "Work" is described in and shown on the following:

Right of First Offer. Provided that (a) there is no ongoing Event of Default At such time and (b) I-Therapeutixfrom time to time, Inc. or a Permitted Transferee shall then be should Landlord desire to sell Landlord’s Interest in occupancy of at least 70% of the entire Premises under this Lease at the time it exercises any of the following rights set forth in this Article 41 and at the time the Right of First Offer Space (as hereinafter defined) is to be added to the original Premises, subject to or any larger tract of land of which the rights of other tenants in the Building and subject to the right of Landlord to extend or renew any then current lease Premises may be a part (or enter into a new lease with the same tenant even if no extension or renewal rights are contained in the then current lease), Tenant shall have a one-time right (the “Right of First OfferLandlord’s Interest”) to lease approximately 18,417 rentable square feet of space in the Building located directly across the main lobby from the Premises as shown on Exhibit E attached hereto (the “Right of First Offer Space”) at such time as Landlord desires to offer the Right of First Offer Space to the public for lease. In such eventa third party unaffiliated with Landlord, Landlord shall give Tenant written notice of such desire. Within thirty (30) days of Tenant’s receipt of such notice, Tenant, if Tenant desires to Tenant purchase Landlord’s Interest, shall give Landlord notice of the availability of the Right of First Offer Space its intention to purchase Landlord’s Interest and the price and other material economic terms and conditions on which it offers to make such purchase. In the event Tenant does not provide Landlord intends with such offer within said thirty (30) day period, Landlord may thereafter sell Landlord’s Interest to such persons or entities and on such terms as Landlord may choose in its sole and absolute discretion and after any such sale such right of first offer it shall not apply to any subsequent sales. In the public and event that Tenant shall timely provides to Landlord its offer to purchase Landlord’s Interest, Landlord will have a period of ten (10) business days thereafter in which an option to exercise Tenanteither sell Landlord’s right Interest to lease the Right of First Offer Space pursuant to Tenant on the terms and conditions contained set forth in LandlordTenant’s notice (such option to be exercised by notice to Tenant within one year after the giving of Tenant’s notice, failing which Landlord may lease ) or to sell the Right of First Offer Space Premises to any a third party on whatever basis Landlord desires, and Tenant shall have no further rights with respect to the Right of First Offer Space. If Tenant exercises its Right of First Offer hereunder, effective as for a price not less than 95% of the date that Landlord delivers the Right of First Offer Space to Tenant price (the “Delivery Date”), the Right of First Offer Space shall automatically be included within the Premises and subject to all the taking into account such other material economic terms and conditions and Tenant’s obligations to pay the Tenant Closing Costs), or to not sell Landlord’s Interest until such time as Landlord again gives notice to Tenant under this subsection 28.14. If Landlord shall notify Tenant within such one year period that it has sold the Premises at a price which is not less than 95% of this Lease, except as the price set forth in Landlord’s offering notice (but no such sale shall be made at a price less than 95% of the same price offered by Tenant without first sending Tenant a new notice as to the changed price and any such changed terms and conditions, in which event Tenant shall have a further period in which to elect to purchase at the new price or on the changed terms and conditions, as follows:aforesaid, said further period to be thirty (30) days), all rights of Tenant under this subsection 28.14 shall be deemed void and of no further force and effect. In addition, if a sale to a third party is not effected by Landlord within the aforesaid one year period, and Tenant does not at such time elect to purchase the Premises at the price and other material economic terms on which Tenant made its original offer, the rights of Tenant under this subsection 28.14 shall also be deemed void and of no further force and effect. Notwithstanding anything in this subsection 28.14 to the contrary, this subsection 28.14 shall not apply to a transfer of Landlord’s Interest: (i) to any entity or person which is related to, affiliated with, or under common or shared control with Landlord or any person or entity which owns or controls any portion of Landlord’s Interest in the Premises, or with any constituent partner or member of either of the foregoing, or (ii) to or from an intermediary in connection with Landlord’s effectuation of an exchange involving the Premises pursuant to and including, without limitation, applicable case law or Section 1031 of the Internal Revenue Code, as amended, or (iii) made pursuant to a mortgage or deed of trust covering the Premises which does not involve a transfer, sale or other conveyance of fee title to the Premises. Notwithstanding anything to the contrary contained herein, Tenant’s rights under this Section 28.14 are and shall remain unconditionally subordinate and junior to any deed of trust or security instrument encumbering Landlord’s interest in the Premises by Landlord in favor of Landlord’s Lender (defined in Section 13.7) and any transfer or sale of Landlord’s interest in the Premises to Tenant shall be subject to the terms of the Lender’s Documents (defined in Section 28.23) pertaining to any such transfer or sale of the Landlord’s interest in the Premises.

Right of First Offer. Provided that (ai) there no Tenant default has occurred and is no ongoing Event of Default continuing hereunder, and (bii) I-Therapeutix, Inc. Tenant has not assigned the Lease nor sublet all or a Permitted Transferee shall then be in occupancy of at least 70% any portion of the entire Premises under this Lease at the time it exercises any of the following rights set forth in this Article 41 and at the time the Right of First Offer Space (as hereinafter defined) is to be added to the original Revised Premises, subject to the rights of other tenants in the Building and subject to the right of Landlord to extend or renew any then current lease (or enter into a new lease with the same tenant even if no extension or renewal rights are contained in the then current lease), Tenant shall have a one-time continuing right of first offer to lease the space immediately adjacent to the Revised Premises in the Building as more particularly described on Exhibit A-1 attached hereto and incorporated herein by reference (the “Right of First Offer”) to lease approximately 18,417 rentable square feet of space in the Building located directly across the main lobby from the Premises as shown on Exhibit E attached hereto (the “Right of First Offer Expansion Space”) at such time as Landlord desires said Expansion Space becomes available for lease during the initial Lease Term; provided, however, Tenant shall have no right to offer lease any portion of the Right of First Offer Expansion Space which is re-leased to existing tenants occupying such space. At such time as the public Expansion Space initially becomes available for lease and prior to marketing the Expansion Space for lease. In such event, Landlord shall give notify Tenant in writing of Landlord’s intention to market the Expansion Space and the rental rate and terms and conditions of lease which Landlord intends to propose for the Expansion Space (collectively, the “Offer Terms”). Tenant shall have five (5) days after its receipt of such written notice from Landlord (the “Letter of Intent Negotiation Period”) to Tenant of the availability of the Right of First Offer Space and negotiate, in good faith, the terms and conditions on which Landlord intends to offer it to the public and Tenant shall have a period of ten (10) business days thereafter in which to exercise Tenant’s right proposed lease of the Expansion Space based on Landlord’s proposed Offer Terms. Landlord shall not, during the Letter of Intent Negotiation Period, lease, offer to lease or agree to lease the Right of First Offer Expansion Space pursuant to any other party unless Tenant advises Landlord that Tenant is not interested in leasing the Expansion Space. In the event that Tenant and Landlord do not mutually agree upon the terms and conditions contained in Landlordof Tenant’s noticeproposed Lease of the Expansion Space during the Letter of Intent Negotiation Period, failing which then, after such period, Landlord may lease market the Right of First Offer Expansion Space upon such terms and conditions as are reasonably acceptable to any third party on whatever basis Landlord desires, and Tenant shall have no further rights with respect to the Right Expansion Space until such time as the Expansion Space again becomes available for lease, whereupon Tenant shall again have the option to exercise this right of First first offer. In the event Tenant and Landlord agree to the Offer Terms within the Letter of Intent Negotiation Period as hereinabove described, then Tenant and Landlord will negotiate in good faith and with due diligence an agreement for the lease of the Expansion Space. If Tenant exercises its Right of First Landlord shall not, during the twenty (20) day period immediately following Tenant’s agreement to the Offer hereunder, effective as of the date that Landlord delivers the Right of First Offer Space to Tenant Terms (the “Delivery DateLease Negotiation Period”), lease, offer to lease or agree to lease the Right Expansion Space to any other party. In the event that Landlord and Tenant are unable in good faith to agree to the terms of First Offer Space shall automatically be included such lease within the Premises and subject to all Lease Negotiation Period, then thereafter Landlord may market the Expansion Space upon such terms and conditions as are reasonably acceptable to Landlord whereupon Tenant shall have no further rights with respect to the Expansion Space until such time as the Expansion Space again becomes available for lease, whereupon Tenant shall again have the option to exercise this right of this Lease, except as set forth in Landlord’s notice and as follows:first offer.

Right of First Offer. Provided In the event that Sublandlord shall decide to offer to sublease additional space in the Buildings (a) there is no ongoing Event "Additional Space"), Sublandlord shall give written notice to Subtenant of Default and its intention to do so (b) I-Therapeutixthe "Intention to Sublease Notice"), Inc. or which notice shall contain Sublandlord's proposed rental terms. Subtenant shall have the right, for a Permitted Transferee shall then be in occupancy period of at least 70% 14 days after receipt of the entire Intention to Sublease Notice to sublease the Additional Premises under this Lease at being offered by Sublandlord pursuant to the time it exercises any of the following rights terms set forth in the Intention to Sublease Notice. Subtenant's election to sublease must be set forth in a written acceptance of the terms set forth in the Intention to Sublease Notice, which acceptance must be delivered to Sublandlord within said fourteen (14) day period. Notwithstanding anything herein to the contrary, the Rent payable by Subtenant to Sublandlord with respect to the first ten thousand (10,000) square feet of Additional Space shall be identical on a square footage basis to the Fixed Annual Rent and Tenant's Operating Expense Charge then and thereafter payable by Subtenant under this Article 41 and at Sublease, with the time effect that the Right Fixed Annual Rent for the Additional Space shall be $14 per square foot per year for each rentable square foot of First Offer the Additional Space (as hereinafter definedwhich amount shall be increased to $15 per square foot if the Second Extended Term is exercised) and the Subtenant Operating Expense Charge applicable to such Additional Space shall be $5 per square foot of Additional Space if such space is offered on or before January 31, 1999, which amount shall increase by 4 for each 12-month period thereafter. If the Additional Space to be added to the original Premises, subject to the rights of other tenants in the Building and subject to the right of Landlord to extend offered by Sublandlord exceeds ten thousand (10,000) square feet or renew any then current lease (or enter into a new lease with the same tenant even if no extension or renewal rights are contained in the then current lease), Tenant shall have a one-time right (the “Right of First Offer”) to lease approximately 18,417 rentable Subtenant has previously subleased an additional 10,000 square feet of space in the Building located directly across Buildings, then Sublandlord may charge Subtenant the main lobby from the Premises fair market rental value for space in excess of 10,000 square feet, as shown on Exhibit E attached hereto (the “Right of First Offer Space”) at such time as Landlord desires to offer the Right of First Offer Space to the public for lease. In such event, Landlord shall give written notice to Tenant of the availability of the Right of First Offer Space determined in Sublandlord's sole judgment and the terms and conditions on which Landlord intends to offer it to the public and Tenant shall have a period of ten (10) business days thereafter in which to exercise Tenant’s right to lease the Right of First Offer Space pursuant to the terms and conditions contained in Landlord’s notice, failing which Landlord may lease the Right of First Offer Space to any third party on whatever basis Landlord desires, and Tenant shall have no further rights with respect to the Right of First Offer Space. If Tenant exercises its Right of First Offer hereunder, effective as of the date that Landlord delivers the Right of First Offer Space to Tenant (the “Delivery Date”), the Right of First Offer Space shall automatically be included within the Premises and subject to all the terms and conditions of this Lease, except as set forth in Landlord’s notice the Intention to Sublease Notice. If Subtenant elects to sublease the Additional Space as herein provided, it will execute and as follows:deliver to Sublandlord a Sublease which is identical to this Sublease in all material respects with the exception of the description of the sublease premises, the sublease term and, if applicable, the Rent. The new sublease for the Additional Space must be executed and delivered to Sublandlord within thirty (30) days after Subtenant's receipt of Sublandlord's Intention to Sublet Notice. If for any reason other than a Sublandlord default or delay, a sublease agreement for the Additional Space has not been executed and delivered by the parties within said thirty (30) day period, then Sublandlord shall have the right to market the Additional Space and sublease it to a third party on any terms that Sublandlord may elect and Subtenant shall no longer have any rights with respect thereto.

Right of First Offer. Provided that (a) there Provided Tenant is no ongoing Event not in default under the terms of Default and (b) I-Therapeutix, Inc. or a Permitted Transferee shall then be in occupancy of at least 70% of the entire Premises under this Lease at the time it exercises any of the following rights set forth in this Article 41 and at the time the Right of First Offer Space (as hereinafter defined) is to be added to the original Premises, subject to the rights of other tenants in the Building and subject to the right of Landlord to extend or renew any then current lease (or enter into a new lease with the same tenant even if no extension or renewal rights are contained in the then current lease)beyond applicable cure periods, Tenant shall have a one-time right of first offer to lease each of the spaces contiguous to the Premises and labeled Suite 600 and Suite 900 on the plan attached hereto as Exhibit C that becomes available for occupancy (individually, the “Right of First OfferAvailable Space” and collectively the “Available Spaces”) during the Term subject to lease approximately 18,417 rentable square feet of space and in the Building located directly across the main lobby from the Premises as shown on Exhibit E attached hereto (the “Right of First Offer Space”) at such time as Landlord desires to offer the Right of First Offer Space to the public for lease. In such event, Landlord shall give written notice to Tenant of the availability of the Right of First Offer Space and accordance with the terms and conditions on set forth in this Section 2. If at any time either of the Available Spaces shall become available, Landlord shall notify Tenant thereof in writing (“Landlord’s Available Space Notice”), which notice shall include the anticipated estimated date upon which such Available Space shall become available for occupancy by Tenant, the term of the lease for the Available Space and the financial terms upon which Landlord intends would lease the space to offer it to Tenant along with a floor plan showing the public and approximate rentable square footage thereof. Tenant shall have a period of ten the right to lease all such Available Space described in Landlord’s Available Space Notice only by giving written notice to Landlord within five (105) business days thereafter in which to exercise Tenantafter Tenant receives Landlord’s right Available Space Notice, time being of the essence. If Tenant so elects to lease the Right of First Offer subject Available Space, such Available Space pursuant to shall be leased upon the terms and conditions contained in Landlord’s notice, failing which Landlord may lease the Right of First Offer Available Space to any third party on whatever basis Landlord desires, Notice and Tenant shall have no further rights with respect to the Right of First Offer Space. If Tenant exercises its Right of First Offer hereunder, effective as of the date that Landlord delivers the Right of First Offer Space to Tenant (the “Delivery Date”), the Right of First Offer Space shall automatically be included within the Premises and subject to all otherwise upon the terms and conditions of this Lease. It is understood and agreed that the subject Available Space shall be leased by Tenant in its then “as-is”, “where-is” condition, without warranty or representation by Landlord and Landlord shall have no obligation to complete any work to prepare the applicable Available Space for Tenant’s use and occupancy or provide any allowance or contribution therefor except as set forth to the extent provided otherwise in Landlord’s notice Available Space Notice or agreed upon by Landlord and as follows:Tenant. In the event Tenant exercises the foregoing election, Landlord shall prepare, and Tenant and Landlord shall promptly execute and deliver, an amendment to this Lease reflecting the terms and conditions for the lease of the Available Space. In the event Tenant and Landlord have not executed such amendment to lease within ten (10) days of Tenant’s election to lease the subject Available Space, for reasons other than any delay by Landlord, Landlord may market the subject Available Space to other prospective tenants. For the purposes hereof, space shall be deemed “available for occupancy” when any lease or occupancy agreement (including extension periods) has expired or is due to expire within not less than six (6) months, or Landlord has elected not to renew the lease of the present tenant, and any prior options, rights or rights to lease with respect to such Available Space have expired or been waived and Landlord is free to lease such space to third parties without restriction.

Right of First Offer. Provided that a. i. Subject to the provisions of this Article, Lessee shall have the option to lease from Lessor space on the third (a3rd) there is no ongoing Event of Default and floor contiguous to the Expansion Premises (b"Additional Space") I-Therapeutix, Inc. or a Permitted Transferee shall then be in occupancy of at least 70% the expiration of the entire Premises under this Lease at the time it exercises any of the following rights set forth in this Article 41 and at the time the Right of First Offer Space (as hereinafter defined) is to be added to the original Premisesexisting space lease for such Additional Space, subject to Lessor's right to renew such lease. If the rights Term of other tenants this Lease shall be in full force and effect on the Building and expiration or termination date of the existing space lease for the Additional Space, subject to Lessor's right to renew such lease, and the right of Landlord to extend or renew any then current lease (or enter into a new lease with date upon which Lessee shall exercise the same tenant even if no extension or renewal rights are contained in the then current lease)option hereinafter referred to, Tenant Lessee shall have a one-time right (the “Right of First Offer”) option to lease approximately 18,417 rentable square feet all, but not less than all of space in the Building located directly across the main lobby from the Premises as shown Additional Space on Exhibit E attached hereto (the “Right of First Offer Space”) at such time as Landlord desires to offer the Right of First Offer Space to the public for lease. In such eventan as-is basis, Landlord shall give provided Lessee gives Lessor written notice to Tenant of the availability of the Right of First Offer Space and the terms and conditions on which Landlord intends to offer it to the public and Tenant shall have a period of such election within ten (10) business days thereafter in which after Lessee shall receive Lessor's notice that such Additional Space is available for leasing to Lessee. If Lessee fails or refuses to exercise Tenant’s right to lease this option within the Right of First Offer Space pursuant to the terms time period set forth above (TIME BEING OF THE ESSENCE), then and conditions contained in Landlord’s notice, failing which Landlord may lease the Right of First Offer Space to any third party on whatever basis Landlord desires, and Tenant such event Lessee shall have no further rights under this Section with respect to the Right of First Offer such Additional Space. If Tenant exercises its Right Lessee shall elect to lease said Additional Space: (v) said Additional Space shall be deemed incorporated within and part of First Offer hereunder, effective as of the Premises on the date that Landlord delivers Lessor shall notify Lessee that such Additional Space is ready for occupancy by Lessee and shall expire on the Right of First Offer Space to Tenant (the “Delivery Date”), the Right of First Offer Space shall automatically be included within the Premises and subject to all the terms and conditions Expiration Date of this Lease, except (x) the Fixed Basic Rent payable under this Lease shall be increased by an amount such that during the balance of the term of this Lease (A) if the Commencement Date applicable to the Additional Space occurs before the three (3) year anniversary of the Effective Date, the Fixed Basic Rent for said Additional Space shall, on a per square foot basis, be equal to the Fixed Basic Rent, on a per square foot basis, as same is increased after the 5th year anniversary hereunder, payable by Lessee for the Premises, and Lessee shall receive an allowance in an amount not to exceed $10.00 per square foot in the Additional Premises toward the cost of work to be performed by Lessee in the Additional Space, which allowance shall be prorated based upon the number of full months remaining in the term divided by 96 months, Lessee's Percentage shall be proportionately increased, and all other terms and provisions set forth in Landlord’s this Lease shall apply or (B) if the Commencement Date applicable to the Additional Space occurs on or after the three (3) year anniversary of the Effective Date, the Fixed Basic Rent for said Additional Space shall be the then fair market rent for the Additional Space, as determined in the manner set forth in clause (ii) below, Lessee's Percentage shall be proportionately increased, and all other terms and provisions set forth in this Lease shall apply, except that Lessor not be required to perform any work with respect to said Additional Space and Lessee shall not be entitled to any allowance. The parties shall promptly execute an amendment of this Lease confirming Lessee's election to lease said Additional Space and the incorporation of said Additional Space into the Premises. If prior to the expiration of the existing space lease for such Additional Space Lessor shall receive notice from the tenant thereof that the Additional Space or portion thereof shall be offered for sublease, then Lessor shall so advise Lessee and as follows:Lessor agrees to explore in good faith with Lessee and the tenant under said existing space lease, the terms and provisions of a recapture of said space by Lessor and a lease of said space to Lessee on mutually acceptable terms. Neither party shall have any obligation to enter into said expansion of lease or liability for failure to do so.

Right of First Offer. Provided that (a) there Section X of Exhibit “F” to the Original Lease is no ongoing Event of Default hereby deleted in its entirety and (b) I-Therapeutix, Inc. or a Permitted Transferee shall then be in occupancy of at least 70% of the entire Premises under this Lease at the time it exercises any of replaced with the following rights set forth in this Article 41 terms and at the time the Right of First Offer Space (as hereinafter defined) is conditions: Subject to be added to the original Premises, subject to the renewal or expansion options or other preferential rights of other tenants existing as of the date of this Amendment, during the Extended Term (and any extensions thereof), Landlord shall, prior to offering any premises in the Building and subject to the right of Landlord to extend Project containing ten thousand (10,000) rentable square feet or renew any then current lease (or enter into a new lease with the same tenant even if no extension or renewal rights are contained in the then current lease), Tenant shall have a one-time right greater (the “Right of First Offer”) to lease approximately 18,417 rentable square feet of space in the Building located directly across the main lobby from the Premises as shown on Exhibit E attached hereto (the “Right of First Offer Space”) at to any party (other than the then-current tenant or occupant of such time as Landlord desires Offer Space), first offer to lease to Tenant the Offer Space; such offer shall (a) be in writing, (b) specify the Right part of First the Offer Space to the public for lease. In such event, Landlord shall give written notice being offered to Tenant of hereunder (the availability of “Designated Offer Space”), and (c) specify the Right of First lease terms for the Designated Offer Space, including the rent to be paid for the Designated Offer Space and the terms and conditions date on which Landlord intends to offer it the Designated Offer Space shall be included in the Premises (the “Offer Notice”). The Offer Notice shall be substantially similar to the public Offer Notice attached to this Amendment as Exhibit “B”. Tenant shall notify Landlord in writing whether Tenant elects to lease the entire Designated Offer Space on the terms set forth in the Offer Notice, within thirty (30) days after Landlord delivers to Tenant the Offer Notice. If Tenant timely elects to lease the Designated Offer Space, then Landlord and Tenant shall have a period of ten (10) business days thereafter in which execute an amendment to exercise Tenant’s right to lease the Right of First Offer Space pursuant to the terms and conditions contained in Landlord’s notice, failing which Landlord may lease the Right of First Offer Space to any third party on whatever basis Landlord desires, and Tenant shall have no further rights with respect to the Right of First Offer Space. If Tenant exercises its Right of First Offer hereunderthis Lease, effective as of the date the Designated Offer Space is to be included in the Premises, on the terms set forth in the Offer Notice and, to the extent not inconsistent with the Offer Notice terms, the terms of this Lease; however, Landlord shall not provide to Tenant any allowances (e.g., moving allowance, construction allowance, and the like) or other tenant inducements, except as specifically provided in the Offer Notice. If Tenant fails or is unable to timely exercise its right hereunder with respect to the Designated Offer Space, then such right shall lapse with respect to that particular Offer Notice, time being of the essence with respect to the exercise thereof, and Landlord delivers may lease all or a portion of the Right of First Designated Offer Space to third parties on such terms as Landlord may elect; provided however, if Landlord reduces the rent or other financial terms by more than fifteen percent (15%)(considering any tenant improvement allowance, free or stepped rate rent, free parking, moving allowance, and other concessions), Landlord shall re-offer the Offer Space to Tenant on the revised terms and Tenant shall have thirty (30) days in which to notify Landlord that Tenant elects to lease the “Delivery Date”), the Right of First Offer Space on such revised terms. Tenant’s rights under this Section shall automatically be included within terminate if this Lease or Tenant’s right to possession of the Premises and subject to all the terms and conditions of this Lease, except as set forth in Landlord’s notice and as follows:is terminated.

Right of First Offer. Provided that (a) there is no ongoing Event of Default and (b) I-Therapeutix, Inc. or a Permitted Transferee shall then be in occupancy of at least 70% of the entire Premises under this Lease at the time it exercises any of the following rights set forth in this Article 41 and at the time the Right of First Offer Space (as hereinafter defined) is to be added to the original Premises, subject Subject to the rights of other tenants in the Building building, and subject pursuant to the right of Landlord to extend or renew any then current lease (or enter into a new lease with the same tenant even if no extension or renewal rights are contained in the then current lease)following, Tenant Lessee shall have a one-one time right (to lease in whole and not in part, or unless otherwise agreed to in writing by Lessor and Lessee, all of the “Right of First OfferExpansion Space” adjacent to its Demised Premises as delineated on Exhibit A pursuant to the following terms and conditions: Should Lessor receive a bonafide third party offer for all the Expansion Space, Lessor shall notify Lessee in writing (“Lessor’s Notice”) of its intention to lease approximately 18,417 rentable square feet said Expansion Space to a third party. Within five (5) business days of space Lessor’s Notice, Lessee must notify Lessor in the Building located directly across the main lobby from the Premises as shown on Exhibit E attached hereto writing of its intention to lease all of said Expansion Space (the “Right of First Offer SpaceLessee’s Notice”) at such time as Landlord desires to offer the Right of First Offer Space to the public for lease. In such event, Landlord shall give written notice to Tenant of the availability of the Right of First Offer Space same Basic Rent and the terms and conditions of the Lease on which Landlord intends the Demised Premises but in no event shall the Basic Rent be less than the then Fair Market Rate for the Expansion Space as determined in Article 5(a) herein. The Term of the Lease for the Expansion shall not be less than five years. Should Lessee exercise this right, all of said Expansion Space shall be added to offer it Lessee’s Demised Premises and commencement of Basic Rent for the Expansion Space shall occur thirty days (30) days from the date of Lessee’s Notice to lease the Expansion Space. Notwithstanding anything contained herein to the public contrary, Lessee shall accept said Expansion Space in its “As-Is” condition and Tenant shall have a period of ten be responsible for any improvements for said Expansion Space. Coty Addendum 4 Bldg. 410 032400 Final If after five (105) business days thereafter Lessee has not notified Lessor in which to exercise Tenant’s right to lease the Right of First Offer Space writing pursuant to the terms and conditions contained in Landlord’s noticeabove, failing which Landlord then Lessor may lease the Right all or part of First Offer Expansion Space to any third party on whatever basis Landlord desireswithout any further obligation to Lessee. This Right of First Refusal will, therefore, expire and Tenant Lessee shall have no further rights with respect option to lease the Right Expansion Space for the remainder of First Offer SpaceLessee’s lease term. If Tenant exercises its Right of First Offer hereunder, effective as of the date that Landlord delivers the Right of First Offer Space to Tenant (the “Delivery Date”), the Right of First Offer Space shall automatically be included within the Premises and subject to all the terms and conditions As part of this Fourth Addendum, Lessee hereby relinquishes its right to any other expansion option contained in the Lease, except as set forth in Landlord’s notice and as follows:.

Right of First Offer. Provided that (a) there is no ongoing Event of Default and (b) I-Therapeutix, Inc. or Landlord hereby grants Tenant a Permitted Transferee shall then be in occupancy of at least 70% of the entire Premises under this Lease at the time it exercises any of the following rights set forth in this Article 41 and at the time the Right of First Offer Space (as hereinafter defined) is to be added to the original Premises, subject to the rights of other tenants in the Building and subject to the continuing right of Landlord to extend or renew any then current lease (or enter into a new lease first offer in accordance with the same tenant even if no extension or renewal rights are contained in the then current leaseprovisions of this Section 5(D), . Tenant shall have a one-time right (the “Right of First Offer”) to lease approximately 18,417 rentable square feet of first offer on all space in the Building located directly across which is currently available or which becomes available during the main lobby from the Premises as shown on Exhibit E attached hereto (the “Right of First Offer Space”) at such time as Landlord desires to offer the Right of First Offer Space to the public for leaseLease Term. In such eventthe event Landlord is prepared to issue or issues a proposal to a third-party tenant for space in the Building, or receives an unsolicited offer from a third-party tenant on terms Landlord is willing to accept (but excluding responses to proposals of Landlord that have already been submitted to Tenant or that are received during the 60- day period described below), Landlord shall give written deliver a notice ("Landlord's Notice") to Tenant of identifying the availability of the Right of First Offer Space space subject to such proposal and the lease terms (including rent and conditions on which tenant improvement allowance) that Landlord intends is offering to offer it to the public and such third-party tenant. Tenant shall have a period of ten five (105) business days thereafter in which after receipt of Landlord's Notice to exercise Tenant’s right elect to lease the Right of First Offer Space pursuant to such space upon the terms and conditions contained in Landlord’s notice's Notice or, failing which alternatively, to elect to lease such space at the then fair market rental value for such space. If Tenant elects to lease such space at its then fair market rental value and Landlord may and Tenant are unable to agree on the fair market rental value of such space within thirty (30) days after Tenant's election to lease such space, the Right of First Offer Space fair market rental value shall be determined in the same matter that the Fair Market Renewal Rate is determined in Section C above, except the rate shall be for expansion, as opposed to renewal, leases. If Tenant elects not to lease such space, or if Tenant fails to respond within such five (5) business day period, Landlord shall be free to lease such space (including space subject to any third first offer, first refusal, expansion or option rights included in Landlord's Notice for such third-party tenant) to another party on whatever basis any terms and conditions Landlord desiresand such other party may agree upon. The space addressed in Landlord's Notice shall be resubmitted to Tenant under this Section 5(D) (i) if such space is not leased, pursuant to a signed lease agreement, with a party selected by Landlord within sixty (60) days after delivery of Landlord's Notice to Tenant (i.e. the selection of the party must occur within such 60-day period); and (ii) upon expiration of the term of the lease, including any extensions, of the party selected by Landlord within the 60-day period after delivery of Landlord's Notice. In addition to the foregoing, if Tenant is leasing at least one hundred thousand (100,000) square feet of rentable space in the Campus, Tenant shall have no further rights with respect to the Right a right of First Offer Space. If Tenant exercises its Right of First Offer hereunder, effective as of the date that Landlord delivers the Right of First Offer Space to Tenant (the “Delivery Date”), the Right of First Offer Space shall automatically be included within the Premises and subject to all first offer on the terms contained in this Section 5(D) over all space in Building 4 and conditions Building 5 which is currently available or which becomes available during the Lease Term, provided that any other tenant in Building 4 or Building 5 that leases twenty thousand (20,000) rentable square feet or more may be granted additional (apart from those contained in such tenant's original lease) expansion rights, first offer rights or first refusal rights in Building 4 or Building 5 which will be prior to Tenant's right of this Lease, except as set forth in Landlord’s notice and as follows:first offer described herein. Landlord shall notify Tenant if any such rights are granted to other tenants.

Right of First Offer. Provided that (a) there is no ongoing Event of Default and (b) I-Therapeutix, Inc. Subject to renewal or a Permitted Transferee shall then be in occupancy of at least 70% of the entire Premises under this Lease at the time it exercises any of the following rights set forth in this Article 41 and at the time the Right of First Offer Space (as hereinafter defined) is to be added to the original Premises, subject to the rights expansion options of other tenants in existence on the date of this Lease listed on Exhibit I attached hereto, and provided no Default then exists, Landlord shall, prior to offering the same to any party (other than the then-current tenant therein), first offer to lease to Tenant any leasable space on the 76th floor of the Building and subject adjacent to the right of Landlord to extend or renew any then current lease (or enter into a new lease with the same tenant even if no extension or renewal rights are contained in the then current lease), Tenant shall have a one-time right Premises (the “Right Offer Space”); such offer shall be in writing and specify the lease terms (including tenant concessions such as rental abatements and tenant improvement and other allowances, if any) for the applicable portion of First Offer”) to lease approximately 18,417 rentable square feet of space in the Building located directly across the main lobby from the Premises as shown on Exhibit E attached hereto Offer Space available for leasing (the “Right of First Eligible Offer Space”) at such time as Landlord desires ), including the rent to offer be paid for the Right of First Offer Space to the public for lease. In such event, Landlord shall give written notice to Tenant of the availability of the Right of First Eligible Offer Space and the terms and conditions date on which Landlord intends to offer it to the public and Eligible Offer Space shall be included in the Premises (the “Offer Notice”). Tenant shall have a period of notify Landlord in writing whether Tenant elects to lease the entire Eligible Offer Space on the terms set forth in the Offer Notice, within ten (10) business days thereafter in which after Landlord delivers to exercise Tenant’s right Tenant the Offer Notice. If Tenant timely elects to lease the Right of First Eligible Offer Space pursuant to the terms and conditions contained in Landlord’s noticeSpace, failing which then Landlord may lease the Right of First Offer Space to any third party on whatever basis Landlord desires, and Tenant shall have no further rights with respect execute an amendment to the Right of First Offer Space. If Tenant exercises its Right of First Offer hereunderthis Lease, effective as of the date the Eligible Offer Space is to be included in the Premises, on the terms set forth in the Offer Notice and, to the extent not inconsistent with the Offer Notice terms, the terms of this Lease; however, Tenant shall accept the Eligible Offer Space in an “AS-IS” condition and Landlord shall not provide to Tenant any concessions (e.g., rental abatements, moving allowance, construction allowance, and the like) or other tenant inducements except as specifically provided in the Offer Notice, and further provided that if an Offer Notice is given during the first five (5) years of the Term then the term of Tenant’s lease of the Eligible Offer Space shall end contemporaneously with the expiration of the Term set forth in this Lease (as it may be renewed or extended, unless sooner terminated as provided in this Lease) and Landlord delivers shall prorate or extrapolate, as the Right case may be, all such tenant concessions to account for a lease to expire co-terminus with the Term hereof. If Tenant fails or is unable to timely exercise its right hereunder, then such right shall lapse, time being of First the essence with respect to the exercise thereof, and Landlord may lease the Eligible Offer Space to third parties on such terms as Landlord may elect (subject to the remainder of this paragraph), provided, however, that (i) Tenant shall continue to have a right of first offer to lease the balance of the Offer Space (if any), and (ii) Landlord must re-offer the Eligible Offer Space to Tenant (A) if Landlord does not lease the “Delivery Date”), the Right of First Eligible Offer Space shall automatically be included within twelve (12) months from Tenant’s receipt of the Premises Offer Notice, (B) if the rental rates Landlord is willing to lease the Eligible Offer Space to a third party are 5% or more lower on a net effective basis (taking into account tenant concessions such as rental abatements and subject to all tenant improvement and other allowances) than the terms and conditions of this Lease, except as rental rates set forth in Landlord’s Offer Notice to Tenant (provided that Landlord shall prorate or extrapolate, as the case may be, all such economic terms in the event that the term of the proposed lease of the Eligible Offer Space to Tenant differs from the term of the proposed third party lease), and (C) upon the expiration or termination of the lease of the Eligible Offer Space to the third party and the third party elects not to continue to lease the Eligible Offer Space. If the term of the third party lease is different than the remaining Term of this Lease, Landlord shall make appropriate adjustments in making such 5% determination. Tenant may not exercise its right of first offer if a Default exists or if Tenant is not then occupying the entire Premises. For purposes hereof, if an Offer Notice is delivered for less than all of the Offer Space but such notice provides for an expansion, right of first refusal, or other preferential right to lease some of the remaining portion of the Offer Space, then such remaining portion of the Offer Space shall thereafter be excluded from the provisions of Tenant’s right of first offer in the event of exercise of such preferential right. In no event shall Landlord be obligated to pay a commission with respect to any space leased by Tenant under this Article other than to Tenant’s designated broker who is actively involved in negotiations on Tenant’s behalf at the time and as follows:Tenant and Landlord shall each indemnify the other against all costs, expenses, attorneys’ fees, and other liability for commissions or other compensation claimed by any other broker or agent claiming the same by, through, or under the indemnifying party. Tenant’s right of first offer rights shall terminate if (a) the Lease or Tenant’s right to possession of the Premises is terminated, (b) Tenant assigns any of its interest in the Lease or sublets any portion of the Premises other than (i) an assignment or sublease to a Permitted Transferee, or (ii) a sublease of twenty percent (20%) or less of the Premises, or (c) less than one (1) full calendar year remains in the term of this Lease, unless Tenant exercises an available renewal option.

Right of First Offer. Provided that (a) there is no ongoing Event Subject to the provisions set forth hereinafter, Tenant will have a right of Default and (b) I-Therapeutix, Inc. or a Permitted Transferee shall then be in occupancy of at least 70% first offer to lease from Landlord premises located on the 26th floor of the entire Building (“Additional Premises”), on the same terms as contained in the Lease for the Premises, excluding the Work Letter, and except for the amount of Base Rent payable for the Additional Premises. Tenant will be deemed to have accepted the Additional Premises under this Lease at the time it exercises any in “as-is” condition as of the following rights set forth in this Article 41 and at commencement of Tenant’s lease of the time Additional Premises, it being understood that Landlord will have no obligation to improve, renovate or remodel the Right Additional Premises or any portion of First Offer Space (the Building as hereinafter defined) is to a result of Tenant’s lease of the Additional Premises. The Lease Term for the Additional Premises will be added to coterminous with the original Lease Term for the Premises, subject to any extension as provided below. The provisions of this Section 8 will apply to all or any of the Additional Premises as all or any of the Additional Premises may become available for lease, subject and subordinate to any expansion and renewal options and other rights of other tenants any current tenant or tenants, their successors or assigns in the Building Building, and subject to any extensions or renewals of existing leases for the Additional Premises. In addition, the Additional Premises shall not be deemed “available” if the space is vacant or not leased to a tenant as of the date of this Amendment (however it shall be “available” after an initial lease is entered into by Landlord and a tenant for such space and such space then again becomes vacant or not leased to such tenant after the expiration or termination of that initial lease). Tenant may not exercise its rights under this Section 8 as to less than all of the Additional Premises offered by Landlord. Except as otherwise provided below, the Base Rent for the Additional Premises will be at a rate equal to the right of Landlord Fair Market Rent for expansion space for a term equal or comparable to extend or renew any then current lease (or enter into a new lease with the same tenant even if no extension or renewal rights are contained in the then current lease), Tenant shall have a one-time right (the “Right of First Offer”) to lease approximately 18,417 rentable square feet of space in the Building located directly across the main lobby from the Premises as shown on Exhibit E attached hereto (the “Right of First Offer Space”) at such time as Landlord desires to offer the Right of First Offer Space to the public for lease. In such event, Landlord shall give written notice to Tenant of the availability of the Right of First Offer Space and the terms and conditions on which Landlord intends to offer it to the public and Tenant shall have a period of ten (10) business days thereafter in which to exercise Tenant’s right to lease the Right of First Offer Space pursuant to the terms and conditions contained in Landlord’s notice, failing which Landlord may lease the Right of First Offer Space to any third party on whatever basis Landlord desires, and Tenant shall have no further rights with respect to the Right of First Offer Spaceremaining Lease Term. If Tenant exercises its Right the option for the Additional Premises, Landlord will grant Tenant a Fair Market Allowance for construction of First Offer hereunder, effective as of tenant improvements to the date that Landlord delivers the Right of First Offer Space to Tenant (the “Delivery Date”), the Right of First Offer Space shall automatically be included within the Premises and subject to all the terms and conditions of this Lease, except as set forth in Landlord’s notice and as follows:Additional Premises.

Right of First Offer. Provided that (a) there is no ongoing Event of Default and (b) I-Therapeutix, Inc. or a Permitted Transferee shall then be in occupancy of at least 70% of the entire Premises under this Lease at the time it exercises any of the following rights set forth in this Article 41 and at the time the Right of First Offer Space (as hereinafter defined) is to be added to the original Premises, subject to the rights of other tenants in the Building and subject to the right of Landlord to extend or renew any then current lease (or enter into a new lease with the same tenant even if no extension or renewal rights are contained in the then current lease), A. Tenant shall have a one-time right of first offer (the “Right of First Offer”) to lease approximately 18,417 rentable square feet of on all space in the Building located directly across the main lobby from the Premises as shown on Exhibit E attached hereto (the “Offering Space”). Tenant’s Right of First Offer Space”shall be exercised as follows: (i) at with respect to existing tenants leasing the Offering Space as of the date of this Amendment: if (x) Landlord has not entered into an amendment to extend the existing tenants’ lease with respect to the Offering Space (or any portion thereof) prior to the expiration of such time as Landlord desires tenants’ renewal option(s) and the existing tenant does not exercise its renewal option, then within five (5) days after the expiration of the applicable existing tenants’ renewal option exercise date; and (ii) with respect to offer any future tenant leasing the Offering Space in accordance with the terms of this Exhibit D after Tenant has failed to exercise the Right of First Offer Space with respect to such space: if (x) Landlord has not entered into an amendment to extend the such future tenants’ lease with respect to the public for lease. In Offering Space (or any portion thereof) prior to the expiration of such eventfuture tenants’ renewal option(s) and the such future tenant does not exercise its renewal option, then within five (5) days after the expiration of the applicable future tenants’ renewal option exercise date, Landlord shall give written notice to advise Tenant (the “Advice”) of the availability terms under which Landlord is prepared to lease the Offering Space to Tenant, which terms shall reflect the Prevailing Market (hereinafter defined) rate and terms for such Offering Space as reasonably determined by Landlord, or (y) if any of the Offering Space becomes available for lease to a party other than (I) the tenant or its successors or assigns under a lease in effect on the date of this Amendment, or (II) the future tenant or its successors assigns under a lease that is executed in accordance with the terms of this Exhibit D after Tenant has failed to exercise the Right of First Offer Space and the with respect to such space (by early termination or otherwise), then, within five (5) days after such Offering Spaces becomes available for lease, Landlord shall deliver an Advice to Tenant setting forth terms and conditions on under which Landlord intends is prepared to offer it lease the Offering Space to Tenant, which terms shall reflect the public Prevailing Market rate and terms for such Offering Space as reasonably determined by Landlord. Tenant shall have may lease the entire (but not a period portion of) the Offering Space described in the Advice under such terms, by providing Landlord with written notice of exercise (the “Notice of Exercise”) within ten (10) business days thereafter in which to exercise Tenant’s right to lease after the Right date of First Offer Space pursuant to the terms and conditions contained in Landlord’s noticeAdvice, failing which Landlord may lease the Right of First Offer Space to any third party on whatever basis Landlord desires, and except that Tenant shall have no further rights such right and Landlord need not provide Tenant with respect to the Right of First Offer Space. If Tenant exercises its Right of First Offer hereunder, effective as of the date that Landlord delivers the Right of First Offer Space to Tenant (the “Delivery Date”), the Right of First Offer Space shall automatically be included within the Premises and subject to all the terms and conditions of this Lease, except as set forth in Landlord’s notice and as followsan Advice if:

Right of First Offer. Provided that (a) there is no ongoing Event Subject to the provisions set forth hereinafter, through the Extended Expiration Date, Tenant will have a right of Default and (b) I-Therapeutix, Inc. or a Permitted Transferee shall then be in occupancy of at least 70% first offer to lease from Landlord premises located on the 3rd through 9th floors of the entire Premises under this Building consisting of 10,000 or more contiguous rentable square feet (“Additional Space”), on the same terms as contained in the Lease at for the time it exercises any Premises, excluding the Work Letter, and except for the amount of Base Rent payable for the Additional Space. Tenant will be deemed to have accepted the Additional Space in “as-is” condition as of the following rights set forth in this Article 41 and at commencement of Tenant’s lease of the time Additional Space, it being understood that Landlord will have no obligation to improve, renovate or remodel the Right Additional Space or any portion of First Offer the Building as a result of Tenant’s lease of the Additional Space. The Lease Term for the Additional Space (as hereinafter defined) is to will be added to coterminous with the original Lease Term for the Premises, subject to any extension as provided below. The provisions of this Section 7 will apply to all or any of the Additional Space as all or any of the Additional Space may become available for lease, subject and subordinate to any expansion and renewal options and other rights of other tenants any current tenant or tenants, their successors or assigns in the Building Building, and subject to any extensions or renewals of existing leases for the Additional Space. In addition, the Additional Space shall not be deemed “available” if the space is vacant or not leased to a tenant as of the date of this Amendment (however it shall be “available” after an initial lease is entered into by Landlord and a tenant for such space and such space then again becomes vacant or not leased to such tenant after the expiration or termination of that initial lease). Tenant may not exercise its rights under this Section 7 as to less than all of the Additional Space offered by Landlord. Except as otherwise provided below, the Base Rent for the Additional Space will be at a rate equal to the right Fair Market Rent (as defined in Section 8 of Landlord the Fourth Amendment) for expansion space for a term equal or comparable to extend or renew any then current lease (or enter into a new lease with the same tenant even if no extension or renewal rights are contained in the then current lease), Tenant shall have a one-time right (the “Right of First Offer”) to lease approximately 18,417 rentable square feet of space in the Building located directly across the main lobby from the Premises as shown on Exhibit E attached hereto (the “Right of First Offer Space”) at such time as Landlord desires to offer the Right of First Offer Space to the public for lease. In such event, Landlord shall give written notice to Tenant of the availability of the Right of First Offer Space and the terms and conditions on which Landlord intends to offer it to the public and Tenant shall have a period of ten (10) business days thereafter in which to exercise Tenant’s right to lease the Right of First Offer Space pursuant to the terms and conditions contained in Landlord’s notice, failing which Landlord may lease the Right of First Offer Space to any third party on whatever basis Landlord desires, and Tenant shall have no further rights with respect to the Right of First Offer Spaceremaining Lease Term. If Tenant exercises its Right of First Offer hereunderthe option for the Additional Space, effective Landlord will grant Tenant a Fair Market Allowance (as defined in Section 8 of the date that Landlord delivers Fourth Amendment) for construction of tenant improvements to the Right of First Offer Space to Tenant (the “Delivery Date”), the Right of First Offer Space shall automatically be included within the Premises and subject to all the terms and conditions of this Lease, except as set forth in Landlord’s notice and as follows:Additional Space.

Right of First Offer. Provided During the initial Lease Term, when Landlord becomes aware that (a) there is no ongoing Event of Default and (b) I-Therapeutix, Inc. or a Permitted Transferee shall then be in occupancy of at least 70% of the entire Premises under this Lease at the time it exercises any of the following rights set forth in this Article 41 and at the time the Right of First Offer Space (as hereinafter defined) is to be added to the original Premises, subject to the rights of other tenants in the Building and subject to the right of Landlord to extend or renew any then current lease (or enter into a new lease with the same tenant even if no extension or renewal rights are contained in the then current lease), Tenant shall have a one-time right (the “Right of First Offer”) to lease approximately 18,417 rentable square feet of space in the Building located directly across the main lobby from the Premises as shown on Exhibit E attached hereto Project is or will become available for lease (collectively, the “Right of First Offer Space”) at such time as Landlord desires to offer the Right of First Offer Space to the public for lease. In such event), Landlord shall give written notice to Tenant (the “Offer Notice”) that such Offer Space is or will become available for lease. Landlord’s Offer Notice shall specify the size of the availability Offer Space, when the Offer Space will be available for lease, the term of the Right lease of First such Offer Space Space, any tenant improvement allowance or other economic inducements offered in connection with the Offer Space, and the terms Base Rent for the Offer Space, and conditions on which Landlord intends to offer it to the public and Tenant shall have a period of ten (10) business days thereafter in which to exercise Tenant’s right to lease the Right of First Offer Space pursuant to the terms and conditions contained in Landlord’s notice, failing which such Offer Notice shall constitute a good faith commercially reasonable offer given the then current market. Tenant shall have five (5) business days following receipt of the Offer Notice to notify Landlord may in writing of whether or not Tenant wishes to lease the Offer Space on the terms and conditions set forth in the Offer Notice (the “Right of First Offer”). In the event that Tenant shall fail to respond to the Offer Notice in writing within such five (5) business day period, or shall respond in writing but propose different terms for the lease of the Offer Space than those specified in the Offer Notice, including without limitation, a different term, size or rental rate, Landlord shall have no obligation to lease the Offer Space to Tenant and may thereafter lease the Offer Space to any third other interested party on whatever basis terms and conditions Landlord desiresshall desire, in its sole and absolute discretion, notwithstanding the terms set forth in the Offer Notice. In the event that Tenant timely and properly responds to the Offer notice and agrees to lease the Offer Space on the terms and conditions contained therein, Landlord and Tenant shall have no further rights with respect agree to execute a mutually acceptable amendment to this Lease, including the Right of First Offer Space. If Tenant exercises its Right of First Offer hereunder, effective as of the date that Landlord delivers the Right of First Offer Space to Tenant (the “Delivery Date”), the Right of First Offer Space shall automatically be included within the Premises and subject to all otherwise amending the terms and conditions provisions hereof to include the provisions of this Leasethe Offer Notice herein. In the event that Tenant shall fail to lease any Offer Space hereunder, except as set forth in LandlordLandlord shall continue to provide Tenant with an Offer Notice of any Offer Space available during the initial Lease Term. Tenant’s notice Right of Offer is an ongoing right of first offer, and as follows:therefore, Landlord shall be obligated to comply with the provisions hereof: (a) with respect to all current and future available Offer Spaces during the Lease Term, or (b) if Landlord fails to lease the Offer Space within six (6) months from the date of the Offer Notice.

Right of First Offer. 34.1 Provided that (a) there Tenant is no ongoing Event of Default not in default beyond any applicable notice and (b) I-Therapeutixgrace period, Inc. or Landlord agrees to provide Tenant with a Permitted Transferee shall then be in occupancy of at least 70% of the entire Premises under this Lease at the time it exercises any of the following rights set forth in this Article 41 and at the time the Right of First Offer Space (as hereinafter defined) is to be added to the original Premises, subject to the rights of other tenants in the Building and subject to the right of Landlord to extend or renew any then current lease (or enter into a new lease with the same tenant even if no extension or renewal rights are contained in the then current lease), Tenant shall have a one-time right (the “Right of First Offer”) to lease approximately 18,417 rentable square feet of first offer on contiguous space in the Building located directly across the main lobby from the Premises known as shown on Exhibit E attached hereto Suite 210 and Suite 230 (the “Right of First Offer Space”) at such time as Landlord desires to offer the Right of First Offer Space to the public for lease). In such event, Landlord shall give written notice to notify (the “Offer Notice”) Tenant of the availability of all or any part of the Right First Offer Space. The Offer Notice shall specify the minimum size and location of the First Offer Space Landlord is willing to make available (“Notice Space”) and the terms and conditions on upon which Landlord intends is willing to offer it such Notice Space, which terms shall be those Landlord is willing to the public and accept from a third-party tenant based upon then-prevailing market conditions. Tenant shall have a period of ten (10) business days thereafter in which to exercise Tenant’s the right to lease all of the Right Notice Space by furnishing Landlord with written notice of First its election to lease such Notice Space within fifteen (15) days after Tenant’s receipt of the Offer Notice. The failure by Tenant to furnish such notice to Landlord in a timely manner as provided above shall constitute a waiver by Tenant of all of Tenant’s rights under this Article to lease the Notice Space pursuant to the Offer Notice, provided however, if Landlord has still not leased the Notice Space by the date occurring six (6) months following Tenant’s previous declination or failure to respond, whichever date is earlier, on net economic terms not less than ninety-five percent (95%) of the net economic terms offered to Tenant in the Offer Notice, then Landlord shall again advise Tenant of the terms and conditions contained in Landlord’s notice, failing which Landlord may lease the Right of First Offer Space it would be willing to any third party on whatever basis Landlord desires, and accept from Tenant shall have no further rights with respect to the Right of First Offer Notice Space. If In the event Tenant exercises delivers notice to Landlord of its Right election to lease the Notice Space, Landlord and Tenant shall enter into an amendment of First Offer hereunder, effective as of the date that Landlord delivers the Right of First Offer Space to Tenant (the “Delivery Date”), the Right of First Offer Space shall automatically be included within the Premises and subject to all the this Lease providing for those terms and conditions of this Lease, except as set forth in Landlord’s offer, provided however, Landlord agrees it shall, at Landlord’s cost and expense, integrate such Notice Space with the Premises by creating finished openings between the Notice Space and the Premises in locations reasonably acceptable to Tenant using building standard materials and finishes. Nothing contained herein shall be deemed to grant Tenant a right of first refusal for the leasing of First Offer Space or any other portion of the Building, it being the intention of the Landlord and Tenant that the right of notification granted under this Article is for the purpose of affording the Tenant the opportunity to offer to lease additional space at the time that such space becomes available and Landlord is prepared to lease it. Tenant’s obligation to pay Base Rent and Additional Rent shall commence upon the terms set forth in Landlord’s notice and as follows:regarding the Notice Space. The lease term for all First Offer Space shall be coterminous with the initial Term for the Premises. Tenant’s rights hereunder are personal to Tenant.

Right of First Offer. Provided that (a) there is no ongoing Event ACC grants to CSOD a right of Default and (b) I-Therapeutix, Inc. first offer to sublease all or a Permitted Transferee shall then be in occupancy of at least 70% part of the entire remaining Original Sublease Premises under this Lease at (i.e., excluding the time it exercises any of the following rights set forth in this Article 41 and at the time the Right of First Offer Space (as hereinafter definedSubleased Premises) is to be added to the original Premises, subject to the rights of other tenants in the Building and subject to the right of Landlord to extend or renew any then current lease (or enter into a new lease with the same tenant even if no extension or renewal rights are contained in the then current lease), Tenant shall have a one-time right (the “Right of First Offer”) to lease approximately 18,417 rentable square feet of space in the Building located directly across the main lobby from the Premises as shown on Exhibit E attached hereto (the “Right of First Offer Space”) at such time as Landlord desires for a term expiring on the Expiration Date. ACC currently occupies the Offer Space. If ACC should elect to vacate and offer any or all of the Right of First Offer Space for sublet, subject to the public for lease. In such eventSAP’s exercise of its recapture rights under Sublease I, Landlord ACC shall give written notice to Tenant notify CSOD of the availability of the Right of First Offer Space and the terms and conditions on under which Landlord ACC intends to offer it to all or any portion of the public and Tenant Offer Space for sublease. Provided CSOD is not then in material default or breach of this Sublease II, CSOD shall have a period of ten (10) business days thereafter from receipt of ACC’s notification in which to exercise Tenant’s right notify ACC, in writing, of its election to lease sublease the Right portion of First the Offer Space pursuant to that is the subject of ACC’s notice upon the terms and conditions contained in LandlordACC’s notice for a term expiring on the Expiration Date. If CSOD accepts ACC’s offer, this Sublease II shall be amended to incorporate the Offer Space that is the subject of ACC’s notice under the terms and conditions contained in said ACC’s notice for a term expiring on the Expiration Date. Such amendment shall be subject to the approval of SAP and Water Garden as provided in Sublease I and the Lease. Should CSOD reject or fail to timely respond to ACC’s notice, failing which Landlord may lease or should Water Garden or SAP reject the proposed amendment to this Sublease II, CSOD’s Right of First Offer Space to any third party on whatever basis Landlord desires, and Tenant as granted by this section shall have no further rights be extinguished with respect to the Right portion of First the Offer Space which was the subject of ACC’s notice. The foregoing notwithstanding, in the event that ACC receives a bona fide offer to sublease the “Offer Space,” then CSOD shall be presented with written notice of said offer and shall have two (2) business days to match said offer. If Tenant exercises its Right CSOD does match the offer, CSOD shall be entitled to lease the Offer Space subject to the terms of First Offer hereunderthat offer. If CSOD does not match the offer, effective as of then ACC will have no further obligation to sublease the date that Landlord delivers the Right of First Offer Space to Tenant (CSOD. Nothing in this section shall restrict ACC’s right to enter into a termination agreement with SAP to terminate ACC’s obligations with respect to the “Delivery Date”), the Right of First Offer Space under Sublease I; nor shall automatically ACC be included within obligated to offer to sublease the Premises and subject to all Offer Space in the terms and conditions event of this Lease, except as set forth in Landlordany such agreement which substantially reduces or eliminates ACC’s notice and as follows:obligations under Sublease I.

Right of First Offer. Landlord hereby grants to Tenant a right to lease the Qualified Space (as defined below) on and subject to the terms and conditions set forth in this Section. As used herein, “Qualified Space” means any vacant on the floor directly below the Leased Premises (2nd Floor) space of the Building that becomes available during the term of this Lease, including without limitation, any extensions or renewals thereof. Provided that Tenant is not in default of this Lease, Landlord shall offer to lease the Qualified Space to Tenant on terms and conditions that are acceptable to Landlord (a“Offer Proposal”). Tenant shall either accept or reject the Offer Proposal in writing to Landlord within ten (10) there is no ongoing Event days of Default and (b) I-Therapeutix, Inc. or a Permitted Transferee shall then be in occupancy of at least 70% receipt of the entire Premises under this Lease at Offer Proposal (or be deemed to reject the time it exercises any Offer Proposal). If Tenant does not accept such Offer Proposal, or is deemed to reject the Offer Proposal, Landlord is permitted for a period of one (1) year following the date of such rejection (or deemed rejection) to enter into a third party lease (“Third Party Lease”) for such Qualified Space on terms not less favorable to Landlord than those contained in the Offer Proposal. If Landlord fails to enter into a third party lease within one (1) year following the date of Tenant’s rejection of the following Offer Proposal, Landlord shall reoffer to Tenant the right to lease the Qualified Space according to the terms above. In such event, Tenant will be deemed to have waived its right to enter into a lease for the Qualified Space. The rights set forth in this Article 41 Section 1.01(X) are personal to the party executing this Lease and at are not assignable or transferable. Upon a permitted assignment or subletting of this Lease the rights under this Section 1.01(X) shall expire and be of no further force and effect. Tenant’s rights hereunder are conditioned upon and subject to Tenant’s not being in default beyond any applicable cure period during the time the Right of First Tenant accepts such Offer Space (as hereinafter defined) is to be added to the original Premises, subject to the rights of other tenants in the Building and subject to the right of Landlord to extend or renew any then current lease (or enter into a new lease with the same tenant even if no extension or renewal rights are contained in the then current lease), Tenant shall have a one-time right (the “Right of First Offer”) to lease approximately 18,417 rentable square feet of space in the Building located directly across the main lobby from the Premises as shown on Exhibit E attached hereto (the “Right of First Offer Space”) at such time as Landlord desires to offer the Right of First Offer Space to the public for lease. In such event, Landlord shall give written notice to Tenant of the availability of the Right of First Offer Space and the terms and conditions on which Landlord intends to offer it to the public and Tenant shall have a period of ten (10) business days thereafter in which to exercise Tenant’s right to lease the Right of First Offer Space pursuant to the terms and conditions contained in Landlord’s notice, failing which Landlord may lease the Right of First Offer Space to any third party on whatever basis Landlord desires, and Tenant shall have no further rights with respect to the Right of First Offer Space. If Tenant exercises its Right of First Offer hereunder, effective as of the date that Landlord delivers the Right of First Offer Space to Tenant (the “Delivery Date”), the Right of First Offer Space shall automatically be included within the Premises and subject to all the terms and conditions of this Lease, except as set forth in Landlord’s notice and as follows:Proposal.

Right of First Offer. Provided that Subject and subordinate to any rights heretofore granted or afforded by Landlord to any other tenants in the Building (a) there is no ongoing Event of Default which Landlord represents and (b) I-Therapeutix, Inc. or a Permitted Transferee shall then be in occupancy of at least 70% of the entire Premises under this Lease at the time it exercises any of the following rights warrants are set forth in this Article 41 Appendix G attached hereto), in the event any space in the Building (the “ROFO Space”) becomes available for leasing by third parties, Tenant shall have and is hereby granted the right to add the ROFO Space to the Premises demised hereunder at the time then Prevailing Market Rental Rate for the Right balance of First the then-remaining Term of this Lease. Landlord agrees that, subject to the renewal rights of Xxxxxxxx Corporation set forth on Appendix G, such ROFO Space will include without limitation a portion of the fourth (4th) floor (south) comprising approximately 17,000 rentable square feet heretofore leased to Xxxxxxxx Corporation. Landlord shall notify (the “Offer Notice”) Tenant in writing of the availability of the ROFO Space, Landlord’s determination of the Prevailing Market Rental Rate, and the other terms upon which Landlord is prepared to offer the ROFO Space to a third party in good faith. Tenant shall have twenty (20) calendar days from receipt of such notice from Landlord within which to notify Landlord in writing (“Tenant’s ROFO Acceptance Notice”) of Tenant’s binding acceptance of such offer to add the ROFO Space to the Premises on the terms and conditions set forth in Landlord’s notice to Tenant (provided that Tenant shall have the right to arbitrate the determination of the Prevailing Market Rental Rate pursuant to the same procedures as set forth in Section 30.B(iii) above if Tenant so notifies Landlord in Tenant’s ROFO Acceptance Notice). In the event Tenant does not so notify Landlord in writing of its acceptance of such offer within such twenty calendar day period (subject to any later arbitration of Prevailing Market Rent if Tenant elects such arbitration in Tenant’s ROFO Acceptance Notice) or thereafter promptly enter into a lease amendment which adds the ROFO Space to the Premises, Landlord may thereafter lease such space to any other third party and Tenant shall have no further right or interest in the ROFO Space during the term of such third party lease (as hereinafter definedsuch term may be extended, whether by option to extend or otherwise); except, however, that if Landlord, within ninety (90) days after the date of the Offer Notice, does not enter into a lease of such portion of the ROFO Space, then Tenant’s rights under this Section to lease such portion of the ROFO Space shall not terminate but shall continue in full force and effect. Notwithstanding the foregoing, Landlord shall not enter into a lease of any such portion of the ROFO Space without again giving the notice referred to above if the net present value as of the proposed commencement date of such lease expressed as a single dollar figure, discounted using a rate of ten percent (10%) per annum, of all rent of whatever nature or however denominated for the term of such lease, less the net present value of any rent concessions, construction allowances, tenant improvement work and other relevant economic concessions, discounted at the same rate, is less than ninety-two percent (92%) of the comparable amount determined by using the economic terms set forth in the Offer Notice (as adjusted on a proportional basis to reflect any differences in the size or space or length of the term). Tenant agrees to accept the ROFO Space so offered to Tenant in an “as is” condition as existing on the date such space is to be added to the original Premises, subject to the rights of other tenants any allowance that may be included in the Building rent to be paid by Tenant for such space. It shall be conditions of Tenant’s right to exercise an option to add the ROFO Space under this Section 31 that (i) there remains as of the effective date of such option at least five (5) years on the Term of this Lease, exclusive of any renewal options (unless such renewal option or options have theretofore been exercised) and subject (ii) Tenant is not in default beyond any applicable notice and cure period under any of the terms, covenants or conditions of this Lease at the time Tenant notifies Landlord of the exercise of such option to add the ROFO Space to the Premises or upon the effective date of such option. The foregoing right of first offer is personal to United Stationers Supply Co. and any Affiliate (as defined in Section 17.G. above) and may not be exercised by or for the benefit of any other party. Landlord to extend or renew agrees that in connection with any then current lease (or enter into a new lease with the same tenant even if no extension or renewal rights are contained in the then current lease), Tenant shall have a one-time right (the “Right future leasing of First Offer”) to lease approximately 18,417 rentable square feet of any space in the Building located directly across not theretofore leased by Tenant, including, without limitation, all space now being leased by Landlord and those of the main lobby from the Premises as shown on Exhibit E attached hereto (the “Right of First Offer Space”) at such time as Landlord desires to offer the Right of First Offer Space to the public for lease. In such eventtenants being relocated by Landlord, Landlord shall give written notice limit the term of all such future leases in the Building to no more than five (5) years (or, if any such term is longer than five (5) years, such lease shall provide Landlord with an option to terminate such lease on the last day of the sixtieth (60th) full calendar month of the term of such lease), unless Tenant has, in response to the specific inquiry of Landlord with respect to a then pending lease transaction, otherwise agreed in writing to a longer term for such lease. Landlord agrees that the foregoing ROFO option set forth in this Section 31 shall be available to Tenant of the availability of the Right of First Offer Space and the terms and conditions on which Landlord intends to offer it to the public and Tenant shall have a period of ten (10) business days thereafter in which to exercise Tenant’s right to lease the Right of First Offer Space pursuant to the terms and conditions contained in Landlord’s notice, failing which Landlord may lease the Right of First Offer Space to any third party on whatever basis Landlord desires, and Tenant shall have no further rights with respect to the Right space covered by any such future lease effective on the last day of First Offer Spacethe initial term of any such lease, and any extension options set forth in such future leases shall be subject and subordinate to Tenant’s ROFO option as provided in this Section 31. If Landlord further agrees that the foregoing ROFO option set forth in this Section 31 shall be available to Tenant exercises its Right with respect to the space covered by any future lease containing such termination option in favor of First Offer hereunder, effective Landlord as of the effective termination date that of any such termination option retained by Landlord delivers the Right of First Offer Space to Tenant (the “Delivery Date”), the Right of First Offer Space shall automatically be included within the Premises and subject to all the terms and conditions of this Lease, except as set forth in Landlord’s notice and as follows:any such lease.

Right of First Offer. Provided that (a) there is no ongoing Event of Default and (b) I-Therapeutix, Inc. or a Permitted Transferee shall then be in occupancy of at least 70% of the entire Premises under this Lease at the time it exercises any of the following rights set forth in this Article 41 and at the time the Right of First Offer Space (as hereinafter defined) is to be added Subject to the original Premisesterms and conditions of this Section 32, subject to the rights of other tenants in the Building and subject to the right of Landlord to extend or renew any then current lease (or enter into a new lease with the same tenant even if no extension or renewal rights are expansion provisions contained in the then current original leases executed by Landlord as part of Landlord’s initial lease)-up of the Building, Tenant shall have a one-time right (the “"Right of First Offer”) " to lease approximately 18,417 rentable square feet of any space in the Building located directly across the main lobby from the Premises as shown on Exhibit E attached hereto (the “Right of First Offer ROFO Space”) at such time as Landlord desires for a term which shall be coterminous with the Term then in effect provided that if the ROFO Space is offered within the last two (2) years of the term, Tenant shall exercise its option to offer renew simultaneously with the exercise of the Right of First Offer Space to the public for leaseOffer. In such event, if Tenant withdraws its Tenant Renewal Notice set forth in Section 4(E) hereof such that the option to renew is cancelled, Tenant will automatically be deemed to have waived its rights with respect to the ROFO Space. Landlord shall give written notice to will notify Tenant of its plans to market any portion of the ROFO Space for lease to any unrelated third party. Landlord's notice shall specify the size and location of the ROFO Space that it plans to market, Landlord’s estimate of the Fair Market Rental Value (as defined in Section 4E) for such ROFO Space, the date of availability of the Right of First Offer such ROFO Space and the all other material terms and conditions on which will apply to such ROFO Space. Tenant will notify Landlord intends to offer it to the public and Tenant shall have a period of within ten (10) business days thereafter in which to exercise Tenant’s right of Landlord's notice if Tenant wishes to lease the Right of First Offer such ROFO Space pursuant to from Landlord on the terms and conditions so specified and otherwise on substantially the same terms and conditions as contained in this Lease. If Tenant notifies Landlord that it wishes to lease the ROFO Space, Landlord and Tenant shall execute an amendment to this Lease incorporating the ROFO Space into the Premises upon the terms contained in Landlord’s notice's notice within ten (10) business days. If Tenant fails to notify Landlord within said ten (10) business day period that Tenant intends to lease such ROFO Space, failing which Tenant shall be deemed to have waived its rights with respect to the ROFO Space and Landlord may shall be entitled to lease the Right all or any portion of First Offer such ROFO Space to any third party on whatever basis Landlord desiresor parties at a net effective rental rate no less than ninety-five percent (95%) of the rental offered to Tenant, and otherwise on substantially the same terms as contained in Landlord’s notice to Tenant. Upon the expiration or earlier termination of the term (including extension terms, if any) of any lease for any portion of the ROFO Space entered into by Landlord pursuant to the immediately prior sentence, and the surrender of possession of the ROFO Space to Landlord, Tenant shall again have no further rights with respect to the a Right of First Offer Space. If Tenant exercises its Right of First Offer hereunder, effective as of the date that Landlord delivers the Right of First Offer to lease such ROFO Space to Tenant (the “Delivery Date”), the Right of First Offer Space shall automatically be included within the Premises and subject to all of the other terms and conditions of this Lease, except as set forth in Landlord’s notice and as follows:Section 32

Right of First Offer. Provided Sublandlord grants to Subtenant a right of first offer to sublease that (a) there is no ongoing Event of Default and (b) I-Therapeutix, Inc. or a Permitted Transferee shall then be in occupancy of at least 70% portion of the entire Premises under this Lease at the time it exercises any sixth (6th) floor of the following rights set forth in this Article 41 and at the time the Right of First Offer Space (as hereinafter defined) is to be added Building adjacent to the original Premises, subject Premises and leased to Sublandlord under the rights of other tenants Master Lease and shown in the Building and subject to the right of Landlord to extend or renew any then current lease (or enter into a new lease with the same tenant even if no extension or renewal rights are contained in the then current lease), Tenant shall have a one-time right attached Exhibit B-1 (the “Right of First Offer”) to lease approximately 18,417 rentable square feet of space in the Building located directly across the main lobby from the Premises as shown on Exhibit E attached hereto (the “Right of First Offer Space”) at such time as Landlord desires for a term expiring on the Expiration Date. Sublandlord currently occupies the Offer Space. If Sublandlord should elect to vacate and offer the Right of First Offer Space for sublet, subject to Master Landlord’s exercise of its recapture rights under the public for lease. In such eventMaster Lease, Landlord Sublandlord shall give written notice to Tenant notify Subtenant of the availability of the Right of First Offer Space and the terms and conditions on under which Landlord Sublandlord intends to offer it to all or any portion the public and Tenant Offer Space for sublease. Provided Subtenant is not then in material default or breach of this Sublease, Subtenant shall have a period of ten business (10) business days thereafter from receipt of Sublandlord’s notification in which to exercise Tenant’s right notify Sublandlord, in writing, of its election to lease sublease the Right portion of First the Offer Space pursuant to that is the subject of Sublandlord’s notice upon the terms and conditions contained in LandlordSublandlord’s notice and for a term expiring on the Expiration Date. If Subtenant accepts Sublandlord’s offer, this Sublease shall be amended to incorporate the Offer Space that is the subject of Sublandlord’s notice under the terms and conditions contained in said Sublandlord’s notice for a term expiring on the Expiration Date. Such amendment shall be subject to the approval of the Master Landlord as provided in the Master Lease. Should Subtenant reject or fail to timely respond to Sublandlord’s notice, failing which or should Master Landlord may lease reject the proposed amendment to this Sublease, Subtenant’s Right of First Offer Space to any third party on whatever basis Landlord desires, and Tenant as granted by this Section shall have no further rights be extinguished with respect to the portion of the Offer Space which was the subject of Sublandlord’s notice. The foregoing notwithstanding, Sublandlord shall provide Subtenant with a second notice of offer in the event the Offer Space is to be separately subleased to a third party subtenant at a Base Rent (adjusted for any abated rent) which is more than ten percent (10%) less than the Base Rent (adjusted for any abated rent) offered to Subtenant in the initial Offer Notice. Subtenant shall have ten business (10) days from receipt of Sublandlord’s notification to accept such terms as set forth above, and thereafter Subtenant’s Right of First Offer Spaceshall forever be extinguished. If Tenant exercises its Right of First Offer hereunder, effective as of Nothing in this Section shall restrict Sublandlord’s right to enter into a termination agreement with Master Landlord to terminate Sublandlord’s obligations with respect to the date that Landlord delivers the Right of First Offer Space under the Master Lease; nor shall Sublandlord be obligated to Tenant (offer to sublease the “Delivery Date”), the Right of First Offer Space shall automatically be included within in the Premises and subject to all event of any such agreement which substantially reduces or eliminates Sublandlord’s obligations under the terms and conditions of this Master Lease, except as set forth in Landlord’s notice and as follows:.

Right of First Offer. Provided that (a) there is no ongoing Event of Default and (b) I-Therapeutix, Inc. or a Permitted Transferee shall then be in occupancy of at least 70% of the entire Premises under this Lease at the time it exercises Subject to any of the following rights set forth in this Article 41 and at the time the Right of First Offer Space (as hereinafter defined) is to be added to the original Premises, subject to the rights of other tenants in Prime Lessor under the Building and subject to the right of Landlord to extend or renew any then current lease (or enter into a new lease with the same tenant even if no extension or renewal rights are contained in the then current lease)Lease, Tenant Subtenant shall have a one-one time right of first offer (the “Right of First Offer”) to lease approximately 18,417 rentable square feet take over all of space Sublandlord’s leasehold interest on the fourteenth floor in the Building located directly across should Sublandlord intend to vacate the main lobby from space during the Premises as shown on Exhibit E attached hereto (term of the “Right of First Offer Space”) at such time as Landlord desires to offer the Right of First Offer Space to the public for leaseLease. In such event, Landlord shall Sublandlord shall, prior to offering the space to any third party but subject to any rights of Prime Lessor, give Subtenant written notice to Tenant of the availability of such space (the Right of First Offer Space “Availability Notice”). The Availability Notice shall set forth (a) the then fair market rental value at which Sublandlord would offer the space to a third party and (b) the terms and conditions on estimated date at which Landlord intends such space will be available for occupancy by Subtenant. The Availability Notice shall constitute an offer by Sublandlord to offer it add the space to the public and Tenant shall have Sublet Space for a period of ten (10) business days thereafter in which to exercise Tenant’s right to lease term commencing on the Right of First Offer Space pursuant to the terms and conditions contained in Landlord’s notice, failing which Landlord may lease the Right of First Offer Space to any third party on whatever basis Landlord desires, and Tenant shall have no further rights with respect to the Right of First Offer Space. If Tenant exercises its Right of First Offer hereunder, effective as later of the date that Landlord delivers set forth in the Right Availability Notice or the date possession of First Offer Space the space is actually delivered to Tenant (Subtenant, and continuing for the “Delivery Date”), balance of the Right term of First Offer Space shall automatically be included within the Premises and subject to all Lease on the terms and conditions of this Lease, except as Sublease at the fair market rental value for such space set forth in Landlord’s the Availability Notice. Subtenant may lease such space in its entirety only, under such terms, by delivering written notice of exercise to Sublandlord within fifteen (15) business days after the giving by Sublandlord to Subtenant of the Availability Notice. If Subtenant shall fail to accept such office with such fifteen (15) business day period for any reason, time being of the essence, such offer by Sublandlord shall be deemed rejected and the rights granted Subtenant pursuant to this Article shall cease and terminate. Notwithstanding the foregoing, Subtenant shall have no such Right of First Offer and Sublandlord need not provide Subtenant with an Availability Notice if, as follows:of the date Sublandlord would otherwise deliver the Availability Notice, (a) there shall then be a default under this Sublease; or (b) Subtenant is not occupying all of the Sublet Space, whether as a result of assignment of this Sublease, sublease by Subtenant of the Sublease Space, abandonment of the Sublease Space by Subtenant, or otherwise. Subtenant shall accept such space in its then condition and as-built configuration as of the date Tenant takes possession of the space. This Right of First Offer is personal to the named subtenant herein and shall terminate and become void in the event of any assignment of this Sublease by Subtenant.

Right of First Offer. Provided that (a) there is no ongoing Event of Default and (b) I-Therapeutix, Inc. or a Permitted Transferee shall then be in occupancy of at least 70% of the entire Premises under this Lease at the time it exercises any of the following rights set forth in this Article 41 and at the time the Right of First Offer Space (as hereinafter defined) is Subject to be added to the original Premises, subject to the rights of other tenants in the Building and subject to the right of Landlord to extend or renew any then current lease (or enter into a new lease with the same tenant even if no extension or renewal rights are contained in the then current lease), Tenant shall have a one-time right (the “Right of First Offer”) to lease approximately 18,417 rentable square feet of space in the Building located directly across the main lobby from the Premises as shown on Exhibit E attached hereto (the “Right of First Offer Space”) at such time as Landlord desires to offer the Right of First Offer Space to the public for lease. In such event, Landlord shall give written notice to Tenant of the availability of the Right of First Offer Space and the terms and conditions on which Landlord intends to offer it to the public and Tenant shall have a period of ten (10) business days thereafter in which to exercise Tenant’s right to lease the Right of First Offer Space pursuant to the terms and conditions contained in Landlord’s notice, failing which Landlord may lease the Right of First Offer Space to any third party on whatever basis Landlord desires, and Tenant shall have no further rights with respect to the Right of First Offer Space. If Tenant exercises its Right of First Offer hereunder, effective as of the date that Landlord delivers the Right of First Offer Space to Tenant (the “Delivery Date”), the Right of First Offer Space shall automatically be included within the Premises and subject to all the terms and conditions of this Section l.l(e), Tenant shall have the right of first offer to include within the Premises any space which becomes available on Floors 18 through 39 of the Building (the "Offer Space"). Tenant may not exercise its right to lease any Offer Space during any period when Tenant is in default under this Lease (which shall mean that no Event of Default has occurred and has not been cured during the applicable cure period, if any, unless otherwise waived in writing by Landlord). If less than two (2) years remain in the Lease Term, Tenant must exercise an Extension Option under Section 2.l(b) in order to lease any Offer Space and if no Extension Option remains to be exercised Tenant's rights under this Section l.1(e) shall terminate. For purposes of this Section l.1(e), the phrase "any space which becomes available" shall mean any space on Floors 18 through 39 of the Building which is vacant or is scheduled to be vacated within six (6) months but no space shall be considered Offer Space until it has been previously leased to another tenant under a written lease agreement (an "Initial Lease"). Landlord shall not offer to lease nor lease any Offer Space to a party other than Tenant without first providing Tenant with written notice that the Offer Space is available to lease or will be available to lease within the next six (6) months ("Availability Notice"). The Availability Notice shall include Landlord's proposed Fair Market Rent for the Offer Space in accordance with Section 2.6(b)(iv), but should Tenant not accept such proposal then Landlord may provide a different proposed Fair Market Rent for purposes of any arbitration under Section 2.6(b)(v) and Landlord's original proposal shall not be binding upon Landlord nor admissible by Tenant in any such arbitration. Tenant shall have ten (10) Business Days after receipt of an Availability Notice to notify Landlord in writing that it will lease all of the Offer Space subject to such Availability Notice and whether Tenant accepts Landlord's proposed Fair Market Rent. If Tenant does not exercise its option with respect to the Offer Space described in an Availability Notice then Landlord may lease the space identified therein to a third party on any terms that Landlord may deem acceptable. Any Offer Space leased by Tenant under this Section 1.1 (e) shall be leased under all of the terms and conditions of this Lease including expiration date, renewal options and services except that: (i) Landlord shall deliver the space to Tenant as set forth previously improved with clean paint and carpet but Landlord shall have no obligation to install any Tenant Improvements in Landlord’s notice the space or to contribute any money towards any alteration or improvement thereof; and (ii) Base Rent shall be the Fair Market Rent proposed in the Availability Notice, if accepted by Tenant, or as follows:otherwise determined under Section 2.6(b) below. Tenant's right to lease the Offer Space is a Personal Right and is subject and subordinate to any: (A) renewal rights or expansion options granted under any Initial Leases and any other subsequent leases covering space on Floors 18 through 32; and (b) renewal rights, expansion options or rights of first offer granted under any Initial Leases covering space on Floors 33 through 39. With respect to Offer Space available on Floors 18,19 and 20, this right of first offer shall be a continuing right, and such Offer Space shall be offered to Tenant as provided herein from time to time as such Offer Space becomes available. With respect to Offer Space available on Floors 21 through 39, this right of first offer shall be a one-time right only, and if Tenant does not exercise its right with respect to Offer Space described in an Availability Notice for any such space, such space described in the Availability Notice shall no longer be considered Offer Space.

Right of First Offer. Provided that (a) there is no ongoing Event of Default and (b) I-Therapeutix, Inc. or a Permitted Transferee shall then be in occupancy of at least 70% of the entire Premises under this Lease After Landlord initially leases all contiguous space at the time it exercises any of the following rights set forth in this Article 41 and at the time the Right of First Offer Space (as hereinafter defined) is to be added to the original Lease Premises, subject to the rights of other tenants provided Tenant is not in the Building and subject to the right of Landlord to extend or renew any then current lease (or enter into a new lease with the same tenant even if no extension or renewal rights are contained in the then current lease), Tenant shall have a one-time right (the “Right of First Offer”) to lease approximately 18,417 rentable square feet of space in the Building located directly across the main lobby from the Premises as shown on Exhibit E attached hereto (the “Right of First Offer Space”) at such time as Landlord desires to offer the Right of First Offer Space to the public for lease. In such event, Landlord shall give written notice to Tenant of the availability of the Right of First Offer Space and default under the terms and conditions of this Lease and provided further that at least four (4) years either remain on which the lease term or Tenant agrees to modify the lease under terms and conditions acceptable to Landlord intends to offer it provide for a total of four (4) years on the total leased premises, then Landlord shall give Tenant written notice that specifically defined (in the notice) space, contiguous to the public existing Premises, is either immediately available for occupancy or will become available for occupancy within the next 180 days. After Landlord gives such notice, Tenant has a ten (10) business day option to lease this contiguous space, as-is, with no improvements or warranties as to condition, for a term beginning when the space becomes available for occupancy by Tenant and ending with the term of Tenant's Lease, subject to any option to extend or renew. If, by the end of said ten (10) business day period, Tenant does not inform Landlord in writing that Tenant is electing to exercise such option for this contiguous space, then Tenant shall be deemed not to have exercised such option. The rental rates used in the Lease will carry over and apply to the contiguous space, provided, though, that Landlord shall have the right to adjust the rate (and will so state in its notice to Tenant), as Landlord sees fit in its reasonable discretion, to reflect any differences in the quality or type of space or finish found in the contiguous space compared to the existing Premises. Example: an upward adjustment to reflect more office finished space in the contiguous space. Landlord will not lease the contiguous space to a period of third party until Landlord gives Tenant the notice and the ten (10) business day option described herein to add the contiguous space to the Premises has expired. If Tenant does not exercise such option within the ten (10) business days thereafter allowed, with time being of the essence, the right of first offer, created in which to exercise Tenant’s this Section, will expire, whereupon Landlord will have the right to lease the Right of First Offer Space pursuant contiguous space to the terms and conditions contained in Landlord’s notice, failing which Landlord may lease the Right of First Offer Space to any a third party on whatever basis such terms as Landlord desires, and Tenant shall have no further rights with respect to the Right of First Offer Space. If Tenant exercises its Right of First Offer hereunder, effective as of the date that Landlord delivers the Right of First Offer Space to Tenant (the “Delivery Date”), the Right of First Offer Space shall automatically be included within the Premises and subject to all the terms and conditions of this Lease, except as set forth in Landlord’s notice and as follows:may desire.

Right of First Offer. Provided that (a) there is no ongoing Event of Default Subject to existing renewal options, expansion options, and (b) I-Therapeutix, Inc. or a Permitted Transferee shall then be in occupancy of at least 70% of the entire Premises under this Lease at the time it exercises any of the following other preferential rights set forth in this Article 41 and at the time the Right of First Offer Space (as hereinafter defined) is to be added to the original Premises, subject to the rights lease of other tenants in the Building tenants, and subject provided no uncured Default then exists, Landlord shall, prior to the right of Landlord to extend or renew any then current lease (or enter into a new lease with offering the same to any party (other than the then-current tenant even if no extension or renewal rights are contained in the then current leasetherein), Tenant shall have a one-time right (the “Right of First Offer”) first offer to lease approximately 18,417 rentable square feet of to Tenant any space in the Building located directly across the main lobby from the Premises as shown on Exhibit E attached hereto that Landlord desires to make available for lease (the “Right of First Offer Space”) at ); such time as Landlord desires offer shall be in writing and specify the lease terms for the Offer Space, including the rent to offer be paid for the Right of First Offer Space to the public for lease. In such event, Landlord shall give written notice to Tenant of the availability of the Right of First Offer Space and the terms and conditions date on which the Offer Space shall be included in the Premises (the “Offer Notice”). The Offer Notice shall provide for base rent consistent with the then-prevailing market rate for comparable space in comparable buildings in the Southeast Denver Suburban market. Tenant shall notify Landlord intends in writing whether Tenant irrevocably elects to offer it lease the entire Offer Space on the terms set forth in the Offer Notice, within 10 business days after Landlord delivers to Tenant the public Offer Notice. If Tenant timely elects to lease the Offer Space, then Landlord and Tenant shall have a period of ten (10) business days thereafter in which execute an amendment to exercise Tenant’s right to lease the Right of First Offer Space pursuant to the terms and conditions contained in Landlord’s notice, failing which Landlord may lease the Right of First Offer Space to any third party on whatever basis Landlord desires, and Tenant shall have no further rights with respect to the Right of First Offer Space. If Tenant exercises its Right of First Offer hereunderthis Lease, effective as of the date the Offer Space is to be included in the Premises, on the terms set forth in the Offer Notice and, to the extent not inconsistent with the Offer Notice terms, the terms of this Lease; however, Tenant shall accept the Offer Space in an “AS-IS” condition and Landlord shall not provide to Tenant any allowances (e.g., moving allowance, construction allowance, and the like) or other tenant inducements except as specifically provided in the Offer Notice. If Tenant fails or is unable to timely exercise its right hereunder, then such right shall lapse, time being of the essence with respect to the exercise thereof (it being understood that Tenant’s right hereunder is a one-time right only), and Landlord delivers may lease all or a portion of the Right of First Offer Space to third parties on such terms as Landlord may elect. Tenant (may not exercise its right of first offer if an uncured Default exists or if Tenant is not then occupying the “Delivery Date”)entire Premises. For purposes hereof, if an Offer Notice is delivered for less than all of the Right Offer Space but such notice provides for an expansion, right of First first refusal, or other preferential right to lease some of the remaining portion of the Offer Space, then such remaining portion of the Offer Space shall automatically thereafter be included within excluded from the provisions of Tenant’s right of first offer in the event of exercise of such preferential right. Tenant’s right of first offer rights shall terminate if (a) this Lease or Tenant’s right to possession of the Premises and subject is terminated, (b) Tenant assigns any of its interest in the Lease or sublets any portion of the Premises other than to all a Permitted Transferee, (c) Tenant is not occupying the terms and conditions Premises, or (d) less than one (1) full calendar year remains in the term of this Lease, except as set forth in Landlord’s notice and as follows:unless Tenant exercises an available renewal option.

Right of First Offer. Provided that (a) there is no ongoing Event of Default and (b) I-Therapeutix, Inc. or a Permitted Transferee shall then be in occupancy of at least 70% of the entire Premises under this Lease at the time it exercises any of the following rights set forth in this Article 41 and at the time the Right of First Offer Space (as hereinafter defined) is to be added to the original Premises, subject to the rights of other tenants in the Building and subject to the right of Landlord to extend or renew any then current lease (or enter into a new lease with the same tenant even if no extension or renewal rights are contained in the then current lease), Tenant shall have a one-time the right (the “Right of First Offer”) to lease approximately 18,417 rentable square feet of any space in the Building located directly across which becomes available for occupancy ("Available Space") during the main lobby from Term of this lease, subject to and in accordance with the Premises as shown on Exhibit E attached hereto (terms hereof. If at any time during the “Right Term of First Offer this lease there shall be any Available Space”) at such time as Landlord desires to offer the Right of First Offer Space to the public for lease. In such event, Landlord shall give notify Tenant thereof in writing ("Landlord's Available Space Notice"), which notice shall include the date upon which such Available Space shall be available for occupancy by Tenant. Tenant shall have the right to lease such Available Space only by giving written notice to Tenant of the availability of the Right of First Offer Space and the terms and conditions on which Landlord intends to offer it to the public and Tenant shall have a period of within ten (10) business days thereafter after Tenant receives Landlord's Available Space Notice, time being of the essence. If Tenant fails to timely exercise such right with respect to any Available Space offered to Tenant by Landlord, Landlord shall then be free to market such Available Space for leasing. Landlord shall then notify Tenant in writing ("Landlord's Letter of Intent Notice") when Landlord receives a letter of intent or written offer to lease all or any part of such Available Space which Landlord desires to exercise Tenant’s accept (a "Letter of Intent"), which notice shall be subject to the Confidentiality Requirements set forth below, including the identity of the prospective tenant. Tenant shall then have the right to lease the Right Available Space offered to Tenant by Landlord's Letter of First Offer Intent Notice only by giving written notice to Landlord within ten (10) business days after Tenant receives Landlord's Letter of Intent Notice, time being of the essence. If Tenant fails to timely exercise such right with respect to such Available Space offered to Tenant by Landlord pursuant to Landlord's Letter of Intent Notice, Landlord shall then be free to lease such Available Space to the Tenant named in the Letter of Intent and in accordance with the terms and conditions of the Letter of Intent (which lease may include terms, conditions and provisions which are not inconsistent with the Letter of Intent and not more favorable to the prospective tenant than those under which Tenant may lease such Available Space). If Tenant exercises its option to lease any Available Space pursuant to the terms and conditions contained in Landlord’s noticehereof, failing which Landlord may lease the Right of First Offer Space to any third party on whatever basis Landlord desires, and Tenant shall have no further rights with respect to the Right of First Offer Space. If Tenant exercises its Right of First Offer hereunder, effective as of the date that Landlord delivers the Right of First Offer Space to Tenant (the “Delivery Date”), the Right of First Offer such Available Space shall automatically be included within incorporated into the Premises and subject to all on the terms and conditions of set forth in this Lease, except as that (i) the Annual Fixed Rent shall be equal to the Fair Market Rent determined in accordance with Article XII (plus Tenant's Electricity Rate), and (ii) the Available Space shall be delivered to Tenant in an "As-Is" condition, free of all occupants and in broom clean condition and free of all personal property not owned by Tenant; provided however, the Annual Fixed Rent and other terms applicable to any Available Space leased pursuant to Landlord's Letter of Intent Notice shall be governed by the terms of the applicable Letter of Intent and, to the extent not inconsistent with such Letter of Intent, the terms hereof. Upon the request of either party, Landlord and Tenant shall execute and deliver an amendment of lease for the purpose of incorporating any such Available Premises into the Premises on the terms and conditions set forth in Landlord’s notice this Lease. If Landlord fails to consummate a lease according to the terms of the Letter of Intent, such space shall once again become Available Space subject to the terms hereof. For the purposes hereof, space shall be deemed "available for occupancy" when any lease (including extension periods) has expired or is due to expire within six (6) months and any prior options or rights to lease have expired or been waived and Landlord is free to lease such space to third parties without restriction. For the purposes hereof, the "Confidentiality Requirements" shall mean either (i) Landlord is not prohibited by the terms of the Offer or the letter of intent, as follows:the case may be, from disclosing the identity of the prospective tenant, or (ii) if Landlord is so prohibited from disclosing the identity of the prospective tenant, Tenant shall agree to defend and indemnify Landlord from and against any loss, cost, damage, expense, claim, or liability arising out of such disclosure. In either case, if Landlord discloses the identity of the prospective tenant to Tenant, Tenant shall keep such prospective tenant's identity confidential.

Right of First Offer. Provided that In the event any space in the Building adjacent to the Premises ("Offer Space") is available for lease at any time during the Term of this Lease, and provided Tenant is then leasing and occupying at least one-half (1/2) of the total rental space in the Building, Landlord shall give Tenant written notice of the availability of such Offer Space and of Landlord's good faith determination of the Fair Market Minimum Annual Rent for such Offer Space (Landlord also agrees to provide Tenant such concessions as are then generally being offered by institutional landlords on comparable space in the southwest suburban Minneapolis market, the Fair Market Minimum Annual Rent shall be appropriately adjusted to reflect such concessions, including any leasehold improvements or leasehold improvements allowance, and Landlord's notice of the Fair Market Minimum Annual Rent and shall also detail the market concessions included in Landlord's offer), and Tenant shall have the right, at its option, to lease such Offer Space provided (a) there is no ongoing Event Tenant delivers to Landlord written notice exercising its right to lease such Offer Space within 10 days of Default receipt of Landlord's notice of availability of such Offer Space, and (b) I-Therapeutix, Inc. or a Permitted Transferee shall then be Tenant is not in occupancy of at least 70% of the entire Premises default in any material respect under this Lease at the time it Tenant exercises any of the following rights set forth in this Article 41 its right to lease such Offer Space and at the time the Right of First Offer Space (as hereinafter defined) Tenant is to be added to the original Premises, subject to the rights take possession of other tenants in the Building and subject to the right of Landlord to extend or renew any then current lease (or enter into a new lease with the same tenant even if no extension or renewal rights are contained in the then current lease), Tenant shall have a one-time right (the “Right of First Offer”) to lease approximately 18,417 rentable square feet of space in the Building located directly across the main lobby from the Premises as shown on Exhibit E attached hereto (the “Right of First Offer Space”) at such time as Landlord desires to offer the Right of First Offer Space to the public for lease. In such event, Landlord shall give written notice to Tenant of the availability of the Right of First Offer Space and the terms and conditions on which Landlord intends to offer it to the public and Tenant shall have a period of ten (10) business days thereafter in which to exercise Tenant’s right to lease the Right of First Offer Space pursuant to the terms and conditions contained in Landlord’s notice, failing which Landlord may lease the Right of First Offer Space to any third party on whatever basis Landlord desires, and Tenant shall have no further rights with respect to the Right of First Offer Space. If Tenant exercises fails to exercise timely its Right of First Offer hereunder, effective as of the date that Landlord delivers the Right of First right to lease such Offer Space with respect to a particular notice of availability given by Landlord, Tenant (the “Delivery Date”)will have no further right to lease such Offer Space, and this right of first offer shall terminate with respect to such Offer Space. If Tenant elects to exercise its right to lease such Offer Space, the Right of First terms, conditions and covenants applicable to such Offer Space shall automatically be included within the Premises and subject to all the terms and conditions of as set forth in this Lease, except that the Minimum Annual Rent regarding such space shall be at the rate stated in the offer notice, and the Offer Space shall be delivered to Tenant in an "as set forth is" condition (subject, however, to any leasehold improvements or leasehold improvements or leasehold improvement allowance specified in Landlord’s notice 's notice). The commencement date for the lease covering such space shall be the date following the exercise of such option on which such space is first made available to Tenant. If Tenant exercises its right to lease such space, Landlord and as follows:Tenant shall execute and deliver appropriate amendment to this Lease regarding the lease of such space. The rights provided Tenant in this Section shall be subject to any prior rights of any existing tenant of the Building. The foregoing notwithstanding, Tenant shall have no right to lease any Offer Space unless at least two (2) full years remain in the Term hereof or unless Tenant has the right to extend the Term and does so in

Right of First Offer. Provided that (a) there is no ongoing Event of Default and (b) I-Therapeutix, Inc. or a Permitted Transferee shall then be in occupancy of at least 70% of the entire Premises under So long as this Lease at is in full force and effect and free of any Default on the time it exercises any part of the following rights set forth in this Article 41 Tenant hereunder, and at the time the Right of First Offer Space (as hereinafter defined) is to be added to the original Premises, subject to the any now current renewal or expansion rights of other existing tenants in the Building and subject to the right of Landlord to extend or renew any then current lease (or enter into a new lease with the same tenant even if no extension or renewal rights are contained in the then current lease)Project, Tenant shall have a one-time the right (the “Right of First Offer”) to lease approximately 18,417 rentable square feet that portion of space in the Building located directly across Project that is contiguous to, but not currently part of the main lobby from the Premises Premises, commonly known as shown Suite 1858 as depicted on Exhibit E A-2 attached hereto (the “Right Option Premises”). Except for such renewal or extension rights of First Offer Space”) at such time as existing tenancies of the Project, Landlord desires agrees that prior to offer the Right of First Offer Space to the public for lease. In such evententering into any substantial negotiations with any other third party, Landlord shall as soon as possible first give Tenant written notice that such space is or will become available. Such notice shall specify the rate of rent, which will be the then current market rate and the effective date upon which Landlord is willing to Tenant add the Option Premises to the Premises leased by this Lease for the balance of the availability of Lease Term and any Renewal Term hereof (which date shall be no later than the Right of First Offer Space and date that Landlord in good faith is willing to lease the terms and conditions on which Landlord intends Option Premises to offer it to the public and third parties). Thereupon Tenant shall have a period of and is hereby granted the right and option, to be exercised only by written notice given to Landlord within ten (10) business days thereafter in which to exercise Tenant’s right to lease after the Right date of First Offer Space pursuant to the terms and conditions contained in Landlord’s notice, failing which Landlord may lease to elect to add the Right of First Offer Space to any third party on whatever basis Landlord desires, and Tenant shall have no further rights with respect Option Premises to the Right of First Offer Space. If Tenant exercises its Right of First Offer hereunder, Premises leased by this Lease at the then current market rate and the effective as of the date that Landlord delivers the Right of First Offer Space specified in Landlord’s notice to Tenant (the “Delivery Date”), the Right of First Offer Space shall automatically be included within the Premises and subject to all otherwise upon the terms and conditions of this Lease; and upon timely giving of said notice, except the Option Premises shall be so added to the Premises as of the effective date, provided that the term of the lease for the Option Premises shall be coterminous with the Lease Term; all provided, however, that both at the date of Tenant’s notice and at the effective date, this Lease is in full force and effect and free of any Default on the part of Tenant hereunder. In the event that Tenant elects to lease the Option Premises, and unless included in the market rate, Landlord shall be under no obligation to construct improvements in the Option Premises and Tenant agrees that the Option Premises shall be delivered “as is.” In the absence of timely notice from Tenant, Landlord shall have the right to lease the Option Premises to such party or parties upon and subject to such rates, period of time and other terms and provisions as Landlord shall elect, but Landlord shall not again be required to offer the Option Premises to Tenant before so leasing it to others. Notwithstanding anything to the contrary herein, (a) in order for Tenant to exercise its Right of First Offer pursuant to Section 16.16 during the last two years of the original Lease Term, Tenant must additionally exercise the Option to Renew as set forth in paragraph 16.17 hereinafter, and (b) the factors used to determine the market rate for purposes of this Section 16.16 shall be the same as those used to determine Market Rent as provided in Section 16.17 and, if Tenant disagrees with Landlord’s notice determination of market rate under this Section 16.16 and as follows:notifies Landlord thereof within such ten (10) business day period, then Tenant shall be deemed to have exercised such right of first offer but the market rate shall be determined in accordance with the provisions of the last paragraph of Section 16.16(b), but the effective date, if prior to such determination is made, shall be delayed until such determination is made.

Right of First Offer. Provided that If the 2,476 rentable square feet adjacent to the Premises (a) there is no ongoing Event the “Offer Space”), becomes available for lease, Tenant shall have the right of Default and (b) I-Therapeutix, Inc. or a Permitted Transferee shall then be in occupancy of at least 70% of first offer to lease the entire Premises Offer Space. Tenant’s rights under this Lease at the time it exercises any Section 1 of the following rights set forth in this Article 41 and at the time the Right of First Offer Space (as hereinafter defined) is to be added to the original Premises, Exhibit F are subject to the rights (existing as of the Commencement Date) of existing tenants. Landlord shall deliver to Tenant written notice (the “Offer Space Availability Notice”) stating the Landlord’s calculation of the Base Rent for the Offer Space and the other tenants terms and conditions upon which Landlord proposes to lease such Offer Space and any modifications in the Building and subject to the right of Landlord to extend or renew any then current lease (or enter into a new lease with the same tenant even if no extension or renewal rights are contained terms set forth in the then current lease), Offer Space Availability Notice required by the fact that the remaining Term may be longer or shorter than that being proposed by Landlord. Tenant shall have five (5) business days after delivery of the Offer Space Availability Notice to deliver to Landlord a one-time right notice (the “Right of First OfferOffer Space Exercise Notice”) exercising Tenant’s option with respect to the Offer Space. Tenant must exercise its right under this Section with respect to all (and not a portion) of the Offer Space. Failure by Tenant to deliver its Offer Space Exercise Notice within such five (5) business day period shall be deemed a failure of Tenant to exercise the option herein granted with respect to the Offer Space and Landlord shall thereafter be free to lease approximately 18,417 rentable square feet of space in the Building located directly across Offer Space to another tenant on terms acceptable to Landlord. If Tenant exercises its right with respect to the main lobby from the Premises as shown on Exhibit E attached hereto Offer Space, Landlord and Tenant shall then promptly enter into an amendment to this Lease (the “Right of First Offer SpaceSpace Amendment”) at such time as Landlord desires to offer adding the Right of First Offer Space to the public Lease for lease. In such event, Landlord shall give written notice to Tenant of a term co-terminus with the availability of existing Term on terms consistent with the Right of First Offer Space Availability Notice taking into account any modifications in the terms set forth in the Offer Space Availability Notice required by the fact that the remaining Term may be longer or shorter than that proposed by Landlord, and otherwise substantially on the terms and conditions on which Landlord intends to offer it of this Lease. Notwithstanding anything herein to the public contrary, if Tenant is in Default on the date of Tenant’s delivery of the Offer Space Exercise Notice or following such delivery and prior to the full execution of the Offer Space Amendment, then, at Landlord’s election Tenant shall have a period of ten (10) business days thereafter in which to exercise Tenant’s no right to lease the Right of First Offer Space pursuant to the terms and conditions contained in Landlord’s notice, failing which Landlord may lease the Right of First Offer Space to any third party on whatever basis Landlord desires, and Tenant shall have no further rights with respect under this Section. The provisions of this Section are personal to the Right Tenant first named in this Lease and shall not inure to the benefit of First any assignee or subtenant. The provisions of this Section shall be of no further force upon Landlord’s leasing of the Offer Space. If Tenant exercises its Right of First Offer hereunder, effective as of the date that Landlord delivers the Right of First Offer Space to Tenant (the “Delivery Date”), the Right of First Offer Space shall automatically be included within the Premises and subject to all the terms and conditions of this Lease, except as set forth in Landlord’s notice and as follows:.

Right of First Offer. Provided that (a) there is no ongoing Event of Default and (b) I-Therapeutix, Inc. or a Permitted Transferee shall then be in occupancy of at least 70% of the entire Premises under this Lease at the time it exercises any of the following rights set forth in this Article 41 and at the time the Right of First Offer Space (as hereinafter defined) is to be added to the original Premises, subject to the rights of other tenants in the Building and subject to the right of Landlord to extend or renew any then current lease (or enter into a new lease with the same tenant even if no extension or renewal rights are contained in the then current lease), Tenant shall have a one-time right of first offer (the “Right of First Offer”) to lease approximately 18,417 rentable square feet any additional space on the sixth (6th) floor of space in the Building located directly across which becomes available during the main lobby from first seven (7) Lease Years of the Premises as shown on Exhibit E attached hereto original Term of this Lease, subject to the existing rights of other tenants pursuant to leases dated before the date of this Lease (the and subject to Landlord’s right to renew or extend leases for existing tenants beyond their final lease term), (“Additional Space”), provided however that Tenant shall have no Right of First Offer Spacewith respect to any Additional Space while any Event of Default exists and is continuing under this Lease. Landlord agrees to retain the right of relocation in any future leases to any tenants of the sixth (6th) floor. Landlord shall provide notice (“Notice of Availability”) at such time as Landlord desires to offer the Right of First Offer Space to the public for lease. In such event, Landlord shall give written notice to Tenant of the availability of the Right of First Offer that such Additional Space is available and the terms and conditions on upon which Landlord intends is willing to offer it lease such space to the public Tenant and Tenant shall have a period of ten (10) business days thereafter in which order to notify Landlord that it elects to exercise its rights hereunder and expand the Premises to include the Additional Space. If Tenant elects not to expand into such Additional Space or fails to accept or reject such Additional Space within the ten (10) business day period, then Landlord may proceed to lease such space to any third party. If Landlord elects to lease the Additional Space at a rental rate which is less than eighty five percent (85%) of the rate originally quoted to Tenant’s , Landlord shall first re-offer the Additional Space to Tenant at the new offering rate in accordance with the terms of this Section 42. If Tenant does not exercise its right to lease the Additional Space and Landlord leases the Additional Space to a third-party tenant, then Tenant’s Right of First Offer Space pursuant to the terms and conditions contained in Landlord’s notice, failing which Landlord may lease the Right of First Offer Space to any third party on whatever basis Landlord desires, and Tenant shall have no further rights with respect to the Right of First Offer Additional Space shall be terminated. In any case, if Tenant accepts the Additional Space. If Tenant exercises its Right of First Offer hereunder, effective as of the date that Landlord delivers the Right of First Offer Space to Tenant (the “Delivery Date”), the Right of First Offer Additional Space shall automatically be included within added to the Premises and subject by amendment to all this Lease. All of the terms and conditions of this LeaseLease will apply to any Additional Space leased by Tenant provided, except however the rate of Fixed Basic Rent with respect to the Additional Space shall be Market Rent determined as provided in Section 43 below, with Landlord’s initial determination of Rent to be set forth in Landlord’s notice Notice of Availability (adjusted if necessary to reflect changes in term, tenant improvement costs and as follows:inducements from that offered in Landlord’s Notice of Availability), provided, however that if Tenant exercises its Right of Offer with respect to any Additional Space during the first Lease Year of the Term, then the Fixed Basic Rent with respect to the Additional Space shall be at the then existing escalated rental rate for the Premises together with a prorated Improvement Allowance to account for the shorter term with respect to the Additional Space. Landlord will have no liability to Tenant if any tenant of the Additional Space wrongfully holds over. In the event such tenant wrongfully holds over, Landlord will diligently work in good faith to cause such tenant to vacate the Additional Space and no Rent for the Additional Space shall be due from Tenant during such wrongful holdover.

Right of First Offer. Provided that (a) there is no ongoing Event of Default For so long as Tenant leases and (b) I-Therapeutix, Inc. or a Permitted Transferee shall then be in occupancy of at least 70% of personally occupies the entire Premises under this Lease at the time it exercises any of the following rights set forth in this Article 41 and at the time the Right of First Offer Space (as hereinafter defined) is to be added to the original Premises, subject to the rights of other tenants in the Building and subject to the right of Landlord any other parties’ pre-existing rights with respect to extend or renew any then current lease Available ROFO Premises (or enter into a new lease with the same tenant even if no extension or renewal rights are contained in the then current leaseas defined below), Tenant shall have a one-time right of first offer (the “Right of First OfferROFO”) as to any rentable premises in the 10431 Building depicted and described on Exhibit J attached hereto, in each case for which Landlord is seeking a tenant (“Available ROFO Premises”); provided, however, that in no event shall Landlord be required to lease approximately 18,417 rentable square feet any Available ROFO Premises to Tenant for any period past the date on which this Lease expires or is terminated pursuant to its terms. To the extent that Landlord renews or extends a then-existing lease with any then-existing tenant or subtenant of any space, or enters into a new lease with such then-existing tenant or subtenant for the same premises, the affected space in the Building located directly across the main lobby from the Premises as shown on Exhibit E attached hereto (the “Right of First Offer Space”) at such time as Landlord desires shall not be deemed to offer the Right of First Offer Space to the public for leasebe Available ROFO Premises. In such eventthe event Landlord intends to market Available ROFO Premises, Landlord shall give provide written notice to Tenant of the availability of the Right of First Offer Space and the terms and conditions on which Landlord intends to offer it to the public and Tenant shall have a period of ten (10) business days thereafter in which to exercise Tenant’s right to lease the Right of First Offer Space pursuant to the terms and conditions contained in Landlord’s notice, failing which Landlord may lease the Right of First Offer Space to any third party on whatever basis Landlord desires, and Tenant shall have no further rights with respect to the Right of First Offer Space. If Tenant exercises its Right of First Offer hereunder, effective as of the date that Landlord delivers the Right of First Offer Space thereof to Tenant (the “Delivery DateNotice of Marketing”), which shall include the Right following information: (a) the suite number of First Offer Space the Available ROFO Premises, (b) the Rentable Area of the Available ROFO Premises, (c) the estimated date that Landlord anticipates receiving possession of the Available ROFO Premises, and (d) Landlord’s proposed economics for a lease of the Available ROFO Premises (including base rent, tenant improvement allowance and term), which shall automatically be included based upon Landlord’s determination of market rent for the Available ROFO Premises. 43.1. Within five (5) business days following its receipt of a Notice of Marketing, Tenant shall either (i) advise Landlord in writing that Tenant elects to lease all (not just a portion) of the Available ROFO Premises on the terms and conditions set forth in the Notice of Marketing, (ii) submit a “Tenant’s Offer” as set forth in Section 43.2 below with regard to all (not just a portion) of the Available ROFO Premises or (iii) elect not to lease the Available ROFO Premises. If Tenant fails to notify Landlord of Tenant’s election within such five (5) business day period, then Tenant shall be deemed to have elected not to lease the Available ROFO Premises. If Tenant notifies Landlord that it elects to lease all of the Available ROFO Premises on the terms and conditions set forth in the Notice of Marketing, Landlord shall prepare an amendment adding such Available ROFO Premises to the Premises on the terms and subject to all conditions in the Notice of Marketing and otherwise on the non-economic terms and conditions of this Lease, except as set forth in Landlord. Tenant will execute such amendment within five (5) business days of Tenant’s notice and as follows:receipt of such amendment; provided that

Right of First Offer. Provided that (a) there is no ongoing Event of Default At such time and (b) I-Therapeutixfrom time to time, Inc. or a Permitted Transferee shall then be should Landlord desire to sell Landlord’s Interest in occupancy of at least 70% of the entire Premises under this Lease at the time it exercises any of the following rights set forth in this Article 41 and at the time the Right of First Offer Space (as hereinafter defined) is to be added to the original Premises, subject to or any larger tract of land of which the rights of other tenants in the Building and subject to the right of Landlord to extend or renew any then current lease Premises may be a part (or enter into a new lease with the same tenant even if no extension or renewal rights are contained in the then current lease), Tenant shall have a one-time right (the “Right of First OfferLandlord’s Interest”) to lease approximately 18,417 rentable square feet of space in the Building located directly across the main lobby from the Premises as shown on Exhibit E attached hereto (the “Right of First Offer Space”) at such time as Landlord desires to offer the Right of First Offer Space to the public for lease. In such eventa third party unaffiliated with Landlord, Landlord shall give Tenant written notice of such desire. Within thirty (30) days of Tenant’s receipt of such notice, Tenant, if Tenant desires to Tenant purchase Landlord’s Interest, shall give Landlord notice of the availability of the Right of First Offer Space its intention to purchase Landlord’s Interest and the price and other material economic terms and conditions on which it offers to make such purchase. In the event Tenant does not provide Landlord intends with such offer within said thirty (30) day period, Landlord may thereafter sell Landlord’s Interest to such persons or entities and on such terms as Landlord may choose in its sole and absolute discretion and after any such sale such right of first offer it shall not apply to any subsequent sales. In the public and event that Tenant shall timely provides to Landlord its offer to purchase Landlord’s Interest, Landlord will have a period of ten (10) business days thereafter in which an option to exercise Tenanteither sell Landlord’s right Interest to lease the Right of First Offer Space pursuant to Tenant on the terms and conditions contained set forth in LandlordTenant’s notice (such option to be exercised by notice to Tenant within one year after the giving of Tenant’s notice, failing which Landlord may lease ) or to sell the Right of First Offer Space Premises to any a third party on whatever basis Landlord desires, and Tenant shall have no further rights with respect to the Right of First Offer Space. If Tenant exercises its Right of First Offer hereunder, effective as for a price not less than 95% of the date that Landlord delivers the Right of First Offer Space to Tenant price (the “Delivery Date”), the Right of First Offer Space shall automatically be included within the Premises and subject to all the taking into account such other material economic terms and conditions and Tenant’s obligations to pay the Tenant Closing Costs), or to not sell Landlord’s Interest until such time as Landlord again gives notice to Tenant under this subsection 28.14. If Landlord shall notify Tenant within such one year period that it has sold the Premises at a price which is not less than 95% of this Lease, except as the price set forth in Landlord’s offering notice (but no such sale shall be made at a price less than 95% of the same price offered by Tenant without first sending Tenant a new notice as to the changed price and any such changed terms and conditions, in which event Tenant shall have a further period in which to elect to purchase at the new price or on the changed terms and conditions, as follows:aforesaid, said further period to be thirty (30) days), all rights of Tenant under this subsection 28.14 shall be deemed void and of no further force and effect. In addition, if a sale to a third party is not effected by Landlord within the aforesaid one year period, and Tenant does not at such time elect to purchase the Premises at the price and other material economic terms on which Tenant made its original offer, the rights of Tenant under this subsection 28.14 shall also be deemed void and of no further force and effect. Notwithstanding anything in this subsection 28.14 to the contrary, this subsection 28.14 shall not apply to a transfer of Landlord’s Interest: (i) to any entity or person which is related to, affiliated with, or under common or shared control with Landlord or any person or entity which owns or controls any portion of Landlord’s Interest in the Premises, or with any constituent partner or member of either of the foregoing, (ii) to or from an intermediary in connection with Landlord’s effectuation of an exchange involving the Premises pursuant to and including, without limitation, applicable case law or Section 1031 of the Internal Revenue Code, as amended, or (iii) made pursuant to a mortgage or deed of trust covering the Premises which does not involve a transfer, sale or other conveyance of fee title to the Premises. Notwithstanding anything to the contrary contained herein, Tenant’s rights under this Section 28.14 are and shall remain unconditionally subordinate and junior to any deed of trust or security instrument encumbering Landlord’s interest in the Premises by Landlord in favor of Landlord’s Lender (defined in Section 13.7) and any transfer or sale of Landlord’s interest in the Premises to Tenant shall be subject to the terms of the Lender’s Documents (defined in Section 28.25) pertaining to any such transfer or sale of the Landlord’s interest in the Premises.

Right of First Offer. Provided that (a) there is no ongoing Event If subsequent to full execution of Default and (b) I-Therapeutixthis Lease, Inc. or a Permitted Transferee shall then be in occupancy of at least 70% of the entire Premises under this Lease at the time it exercises any of the following rights set forth in this Article 41 and at the time the Right of First Offer Space (as hereinafter defined) is to be added to the original Premises, subject to the rights of other tenants in the Building and subject to the right of Landlord to extend or renew any then current lease (or enter into a new lease with the same tenant even if no extension or renewal rights are contained in the then current lease), Tenant shall have a one-time right (the “Right of First Offer”) to lease approximately 18,417 rentable square feet of space in the Building located directly across the main lobby from the Premises as shown on Exhibit E attached hereto (the “Right of First Offer Space”) at such time as Landlord desires to offer sell the Right of First Offer Space to Building and/or, if Tenant has exercised the public for lease. In such eventexpansion Option, the Expansion Building, Landlord shall give written notice notify Tenant in writing of such intent to sell (the "Offer Notice"); provided however, Landlord shall not be required to provide Tenant of with the availability of the Right of First Offer Space and the terms and conditions on which Landlord intends to offer it to the public and Tenant shall have a period of ten (10) business days thereafter in which to exercise Tenant’s right to lease the Right of First Offer Space pursuant to the terms and conditions contained in Landlord’s notice, failing which Landlord may lease the Right of First Offer Space to any third party on whatever basis Landlord desires, and Tenant shall have no further rights Notice with respect to the Right Building or Expansion Building if Landlord has previously terminated this Lease with respect to, or recaptured, all or any portion of First the Premises or the Expansion Space, respectively. Tenant's right to receive the Offer SpaceNotice shall further be effective only if Tenant is not in Default under this Lease, nor has any event occurred which with the giving of notice or the passage of time, or both, would constitute a Default hereunder. In the event Tenant desires to purchase the Building and/or the Expansion Building, Tenant shall notify Landlord in writing of its election to purchase the Building and/or the Expansion Building (the "Election Notice") within thirty (30) days following Tenant's receipt of the Offer Notice. In the event Tenant timely delivers the Election Notice to Landlord, the parties shall thereafter execute a purchase and sale agreement (the "Purchase and Sale Agreement") reasonably acceptable to both Landlord and Tenant with the purchase price of the building and/or the Expansion Building equal to the quotient of the Net Operating Income (as defined below) of the building and/or the Expansion Building divided by nine one hundredths (.09) and with a closing to be held on or before the date that is one hundred and eighty (180) days after delivery of the Offer Notice. If Tenant exercises its Right fails to deliver an Election Notice within the 30-day time period, or if Tenant has not executed the Purchase and Sale Agreement within thirty (30) days after the date of First Landlord's receipt of the Election Notice, Tenant's right to purchase the Building and/or the Expansion Building hereunder shall automatically terminate and be of no further force and effect with respect to Landlord or any subsequent purchaser and Landlord shall thereafter have the right to sell the Building and/or the Expansion Building at anytime to any third party. Tenant hereby expressly acknowledges and agrees that time is of the essence of purposes of the Election Notice and that Tenant's failure to deliver such Election Notice as specified herein will relieve Landlord of any obligation under this Paragraph. As used herein, Net Operating Income shall mean the Base rent due under the lease with respect to the Building or the Expansion Building, as applicable, for the (12) full calendar months following the Offer hereunderNotice. Notwithstanding anything in this Paragraph to the contrary, effective this Paragraph shall be inapplicable to, and Landlord shall have no obligation to provide an Offer notice to Tenant in connection with any sale or proposed sale of the Building and/or the Expansion Building to any Person (as defined below) who is the owner of at least a fifty-one percent (51%) legal or beneficial interest and holder of a controlling interest in Landlord as of the date that Landlord delivers the Right of First Offer Space to Tenant (the “Delivery Date”), the Right of First Offer Space shall automatically be included within the Premises and subject to all the terms and conditions of this LeaseLease or at anytime in the future. As used herein "Person" shall mean any natural person, except as set forth corporation, firm, association or other entity, whether acting in an individual, fiduciary or other capacity. Tenant's rights under this Paragraph 51 shall survive Landlord’s notice and as follows:'s transfer to such Person.

Right of First Offer. Provided that (a) there is So long as no ongoing Event of Default and (b) I-Therapeutix, Inc. or a Permitted Transferee shall then be in occupancy of at least 70% of the entire Premises exists under this Lease at the time it exercises any of the following rights set forth in this Article 41 and at the time the Right of First Offer Space (as hereinafter defined) is to be added to the original Premises, subject to the rights of other tenants in the Building and subject to the right of Landlord to extend or renew any then current lease (or enter into a new lease with the same tenant even if no extension or renewal rights are contained in the then current lease)Lease, Tenant shall will have a one-time an ongoing first right (the “Right of First OfferRight”) to be offered by Landlord the opportunity to lease approximately 18,417 rentable square feet of all space in the Building located directly across the main lobby from which is contiguous to the Premises as shown on Exhibit E attached hereto (including contiguous floors); provided, however, in the event that contiguous space is not available in the Building then the First Right shall apply to the next closest non-contiguous space within the Building (the “First Right of First Offer Space”) at such time as Landlord desires to offer the ). The First Right of First Offer Space to the public for lease. In such event, Landlord shall give written notice to Tenant of the availability of the Right of First Offer Space and the terms and conditions on which Landlord intends to offer it to the public and Tenant shall have a period of ten (10) business days thereafter in which to exercise Tenant’s right to lease the Right of First Offer Space pursuant is subject to the terms and conditions contained set forth in Landlord’s noticethis Section. If at any time after the Commencement Date Landlord intends to lease all or any part of the First Right Space which becomes Available for Lease (as defined herein), failing which then Landlord may will first notify Tenant that such First Right Space is available for lease (the Right of First Offer Space to any third party on whatever basis Landlord desires, and Tenant shall have no further rights with respect to the Right of First Offer “Available Space”). If Tenant exercises its First Right of First Offer hereunderand, effective as a result, is leasing an entire floor of the date that Building, then Tenant’s ongoing First Right shall apply to the next contiguous space in the Building. Tenant must notify Landlord delivers in writing within twenty (20) days of receiving Landlord’s notice whether Tenant desires to lease the Available Space from Landlord. Tenant may only exercise its First Right with respect to all of First Offer the Available Space; provided, however, if Tenant does not elect to lease all of the Available Space (thereby rejecting Landlord’s offer) and Landlord subsequently intends to lease less than all of the Available Space to Tenant a third party, then Tenant’s First Right shall again apply with respect to said portion of the Available Space (which portion shall then be deemed to be the “Delivery Date”Available Space” hereunder) and Landlord must first offer to Tenant the right to lease such space pursuant to this Section 27(d). If Tenant notifies Landlord that Tenant does not desire to lease the Available Space, or if Tenant does not respond in writing to Landlord’s notice within such twenty (20) day period, then Landlord may freely lease the Available Space without restriction. If Tenant notifies Landlord in writing within such twenty (20) day period that Tenant desires to lease the Available Space, the Right of First Offer parties will thereafter enter into an amendment to this Lease to add the Available Space shall automatically be included within to the Premises and subject to all on the same terms and conditions applicable to the 7th - 9th Floor Premises, and it will be delivered in “warm shell” condition, as defined in Exhibit D attached hereto. Tenant will be entitled to an improvement allowance calculated by multiplying (a) $70.00 per rentable square foot of this Leasethe Available Space, except as set forth times (b) the fraction obtained by dividing (i) the number of months remaining in Landlord’s notice the initial Term following the commencement date applicable to the Available Space, by (ii) 153; (2) Landlord will be solely responsible for all costs and as follows:expenses associated with the construction, removal or modification of multi-tenant corridors; and (3) balcony space will not be included in the rentable square footage of any Available Space. If Landlord and Tenant fail to timely execute such amendment, however, Tenant will nevertheless be obligated to lease the

Right of First Offer. Provided that (a) there is no ongoing Event of Default and (b) I-Therapeutix, Inc. or a Permitted Transferee shall then be in occupancy of at least 70% of the entire Premises under this Lease at the time it exercises 31.1 Subject to any of the following rights set forth in this Article 41 and at the time the Right of First Offer Space (as hereinafter defined) is to be added to the original Premises, subject to the presently existing rights of other tenants in the Building Building, and subject provided Tenant is not in default beyond any applicable grace period, Landlord agrees to the provide Tenant with a right of Landlord to extend first offer, at the Prevailing Rental Rate as determined in accordance with Exhibit F which is currently in effect, on (i) any portion of the second (2nd) floor of the Building, if said space is placed on the market by Landlord, or renew (ii) any then current lease quadrant located on the first (or enter into a new lease with 1st) floor of the same tenant even if no extension or renewal rights are contained in the then current lease), Tenant shall have a one-time right Building (the “Right of First Offer”) to lease approximately 18,417 rentable square feet of space in the Building located directly across the main lobby from the Premises as shown on Exhibit E attached hereto (the “Right of First Offer Expansion Space”) at such , which shall mean the entire Expansion Space or the portion of the Expansion Space then available as the context and circumstances may require), but in either case not more than one time with respect to any particular portion of the Expansion Space that becomes available. At any time during the term hereof, Tenant may by notice to Landlord inquire as to whether the Expansion Space is available or Landlord desires to offer shall notify Tenant in writing of the Right availability of First Offer Space to the public for leaseExpansion Space. In such event, the event Landlord shall give written notice to notifies Tenant of the availability of any Expansion Space, such notice shall specify the Right minimum size and location of First Offer the Expansion Space which Landlord is willing to make available and the economic terms and conditions on upon which Landlord intends is willing to offer it to such Expansion Space. If the public and Expansion Space is available, Tenant shall have a period the right, by furnishing Landlord with written notice of its election to lease the Expansion Space at the Prevailing Rental Rate, which notice shall be received by Landlord no later than ten (10) business days thereafter in which to exercise after Tenant’s right receipt of written notification by Landlord of the availability of the Expansion Space. The Prevailing Rental Rate shall be determined in the manner set forth in Exhibit F attached hereto. The failure by Tenant to furnish such notice to Landlord in a timely manner as provided above shall constitute a waiver by Tenant of all of Tenant’s rights under this Article, and shall release Landlord from any further obligation to offer any Expansion Space to Tenant. In the event Tenant delivers notice to Landlord of its election to lease the Right Expansion Space, Landlord and Tenant shall, within ten (10) business days after receipt of First Offer Space pursuant to the terms and conditions contained in LandlordTenant’s notice, failing which Landlord may lease the Right of First Offer Space to any third party on whatever basis Landlord desires, and Tenant shall have no further rights with respect to the Right of First Offer Space. If Tenant exercises its Right of First Offer hereunder, effective as of the date that Landlord delivers the Right of First Offer Space to Tenant (the “Delivery Date”), the Right of First Offer Space shall automatically be included within the Premises and subject to all the terms and conditions enter into an amendment of this Lease, except providing for those terms and conditions as set forth in Landlord’s notice offer. The right to lease the Expansion Space shall be subject to any rights which Landlord has granted prior to the date of this Lease to existing tenants with respect to the leasing of such Expansion Space. Nothing contained herein shall be deemed to grant Tenant a right of first refusal for the leasing of the Expansion Space or any other portion of the Building, it being the intention of the Landlord and as follows:Tenant that the right of notification granted under this Article is for the purpose of affording the Tenant the opportunity to offer to lease additional space at the time that such space becomes available and Landlord is prepared to lease it.

Right of First Offer. Provided that (a) there is no ongoing Event For purposes of Default and (b) I-Therapeutixthis Lease, Inc. or a Permitted Transferee "Expansion Space" shall then be in occupancy of at least 70% mean the 1,081 rentable square feet located on the 1st floor of the entire Premises Building contiguous to the Premises, as more particularly shown on Exhibit "G" attached hereto. Subject to credit approval by Landlord (which approval shall not be unreasonably withheld by Landlord [after taking into account all economic factors of this Lease]) and provided Tenant is not in default under this Lease at the time it exercises the Expansion Space becomes available, or at any time through and including execution of a lease amendment by Landlord and Tenant for the following rights set forth in this Article 41 and at the time the Right of First Offer Space (as hereinafter defined) is to be added to the original Premises, subject to the rights of other tenants in the Building and subject to the right of Landlord to extend or renew any then current lease (or enter into a new lease with the same tenant even if no extension or renewal rights are contained in the then current lease)space, Tenant shall have a one-time right of first offer to lease the Expansion Space (the “"Right of First Offer”) to lease approximately 18,417 rentable square feet "), such right commencing on the Commencement Date of space in this Lease and expiring on the Building located directly across last day of the main lobby from the Premises as shown on Exhibit E attached hereto (the “Right of First Offer Space”) at such time as Landlord desires to offer the Right of First Offer Space third Lease Year, subject to the public for leasefollowing conditions. In such event, Landlord shall give provide Tenant with written notice to Tenant of the availability of all or a portion of the Right Expansion Space. Landlord shall provide Tenant with Landlord's quotation of First Offer Space and the terms and conditions on Base Rent for the Expansion Space, which shall be that monthly base rental rate per square foot which Landlord intends is willing to offer it quote to the public and Tenant shall have accept from a period of ten (10) business days thereafter in which to exercise Tenant’s right to lease the Right of First Offer Space pursuant to the terms and conditions contained in Landlord’s notice, failing which Landlord may lease the Right of First Offer Space to any third party on whatever basis Landlord desires, and Tenant shall have no further rights for a lease with respect to the Right Expansion Space, subject to any additional rent or rent escalation provisions and factors which Landlord is willing to quote to and accept from such third party, including but not limited to, such provisions and factors based on increases in operating costs, taxes and the Consumer Price Index ("Landlord's Expansion Space Rent"). In determining the Base Rent, Landlord shall take into account tenant concessions, such as rent abatements, allowances and improvement costs. Within five (5) business days of First Offer Space. If such notification, Tenant exercises shall notify Landlord in writing sent certified mail, return receipt requested, with postage prepaid thereon that it elects to exercise its Right of First Offer hereunder, effective as of the date that Landlord delivers the Right of First Offer Space to Tenant (the “Delivery Date”), the Right of First Offer Space shall automatically be included within the Premises and subject to all the terms and conditions of this Lease, except as set forth in Landlord’s notice and as follows:First

Right of First Offer. Provided that (aA) there is no ongoing Event of Default and (b) I-Therapeutix, Inc. or a Permitted Transferee shall then be in occupancy of at least 70% of During the entire Premises under this initial Lease at the time it exercises any of the following rights set forth in this Article 41 and at the time the Right of First Offer Space (as hereinafter defined) is to be added to the original PremisesTerm, subject to the rights of other tenants in the Building and subject to the right of Landlord to extend or renew any then current lease (or enter into a new lease with the same tenant even if no extension or renewal rights are contained in the then current lease)provisions set forth hereinafter, Tenant shall will have a one-time right (the “Right of First Offer”) first offer to lease approximately 18,417 rentable square feet from Landlord certain premises located on the eighth floor of space in the Building located directly across the main lobby from the Premises as shown on Exhibit E F attached hereto (the “Right of First "Offer Space”) at such time "), on the same terms as Landlord desires contained in this Lease for the Premises, excluding the Work Letter Agreement, and except as provided herein, excluding the Base Rent payable for the Offer Space. Tenant will be deemed to offer have accepted the Right of First Offer Space in "as-is" condition as of the commencement of Tenant's lease of the Offer Space, it being understood that Landlord will have no obligation to improve, renovate or remodel the Offer Space or any portion of the Building or provide any allowance therefor, except as expressly set forth below, as a result of Tenant's lease of the Offer Space. The Lease Term for the Offer Space will be coterminous with the Lease Term for the Premises, subject to any extension as provided below. The provisions of this Article 37 will apply to the public Offer Space, or any portion thereof, as the Offer Space or such portion may become available for lease, subject and subordinate to any expansion and renewal options and other rights of U.S. Bancorp, its successors or assigns. In such eventaddition, Landlord the Offer Space shall give written notice not be deemed “available” if the space is vacant or not leased to Tenant a tenant as of the availability date of this Lease (however it shall be “available” after an initial lease is entered into by Landlord and a tenant for such space and such space then again becomes vacant or not leased to such tenant after the expiration or termination of that initial lease). Tenant may not exercise its rights under this Article 37 as to less than all of the Right portion of First the Offer Space and offered by Landlord. Except as otherwise provided in Section 37(C) below, the terms and conditions on which Landlord intends to offer it Base Rent for the Offer Space will be at a rate equal to the public and Tenant shall have Fair Market Rent for expansion space for a period of ten (10) business days thereafter in which to exercise Tenant’s right to lease the Right of First Offer Space pursuant term equal or comparable to the terms and conditions contained in Landlord’s notice, failing which Landlord may lease the Right of First Offer Space to any third party on whatever basis Landlord desires, and Tenant shall have no further rights with respect to the Right of First Offer Spacethen remaining Lease Term. If Tenant exercises its Right of First Offer hereunder, effective as of the date that Landlord delivers the Right of First Offer Space to Tenant (the “Delivery Date”), the Right of First Offer Space shall automatically be included within the Premises and subject to all the terms and conditions of this Lease, except as set forth in Landlord’s notice and as follows:option

Right of First Offer. Provided that (a) there is no ongoing Event of Default and (b) IIF TENANT DOES NOT EXERCISE ITS PRE-TherapeutixMOVE IN EXPANSION OPTION, Inc. or a Permitted Transferee shall then be in occupancy of at least 70% of the entire Premises under this Lease at the time it exercises any of the following rights set forth in this Article 41 and at the time Landlord hereby grants to Tenant the Right of First Offer Space (as hereinafter defined) is to be added to lease the original Premises, subject to office premises located on the rights second floor of other tenants in the Building and subject to the right of Landlord to extend or renew any then current lease (or enter into a new lease with the same tenant even if no extension or renewal rights are contained in the then current lease), Tenant shall have a one-time right building (the “Right of First Offer”) to lease approximately 18,417 rentable square feet of space in "Expansion Premises"). If the Building located directly across the main lobby from the Expansion Premises as shown on Exhibit E attached hereto (the “Right of First Offer Space”) at such time as Landlord desires to offer the Right of First Offer Space to the public become available for lease. In such event, and if Tenant is not then in any form of default, Landlord shall give Tenant notice of Landlord's intent to lease the Expansion Premises to a specifically identified third party and Tenant shall have five (5) business days after receipt of such notice within which to give Landlord written notice of whether or not Tenant desires to Tenant of the availability of the Right exercise its Rights of First Offer Space and to lease said space contemplated by the identified thirty party, under the terms and conditions on under which the third party would lease the Expansion Premises. The failure of Tenant to so notify Landlord intends within such time period shall be deemed to offer it to the public and be a rejection by Tenant shall have a period of ten (10) business days thereafter in which to exercise Tenant’s its right to lease the Right of First Offer Space pursuant to the terms and conditions contained in Landlord’s notice, failing which Landlord may lease the Right of First Offer Space to any third party on whatever basis Landlord desires, and Tenant shall have no further rights with respect to the Right of First Offer SpaceExpansion Premises. If Tenant exercises its Right of First Offer hereunderright to lease such Expansion Premises as herein provided, effective as of Landlord and Tenant shall enter into a supplemental lease agreement relative to such Expansion Premises, on the date that Landlord delivers same economic terms offered to the Right of First Offer Space to Tenant third party. IF TENANT EXERCISES ITS RIGHTS OF FIRST OFFER AND THERE IS A MINIMUM OF FORTY-TWO (the “Delivery Date”42) MONTHS REMAINING ON THE TERM OF THE LEASE, THE RENTAL RATE FOR THE EXPANSION PREMISES SHALL BE THE THEN CURRENT RENTAL RATE PER RENTAL SQUARE FOOT BEING PAID WITHIN THE ORIGINAL LEASE, INCLUDING ANNUAL INCREASES AND EXCLUDING ANY RENT ABATEMENT. FURTHER, IN THE EVENT TENANT EXERCISES ITS RIGHTS OF FIRST OFFER, TENANT SHALL BE ENTITLED TO A RETROFIT ALLOWANCE FOR THE EXPANSION PREMISES EQUAL TO TWENTY-FIVE CENTS ($.25) PER USABLE SQUARE FOOT CONTAINED IN THE EXPANSION PREMISES TIMES THE NUMBER OF MONTHS THEN REMAINING OF THE LEASE TERM (INCLUDING ANY EXTENSION THEN IN EFFECT). HOWEVER, the Right of First Offer Space shall automatically be included within the Premises and subject to all the terms and conditions of this Lease, except as set forth in Landlord’s notice and as follows:SUCH RETROFIT ALLOWANCE SHALL NOT EXCEED $15 PER USABLE SQUARE FOOT. LEASE RIDER NO. 2 THIS PAGE IS INTENTIONALLY DELETED

Right of First Offer. Provided that (a) there is no ongoing Event of Default and (b) I-Therapeutix, Inc. or a Permitted Transferee shall then be in occupancy of at least 70% of the entire Premises under this Lease at the time it exercises Building. The term "Building Offer Space" herein means any of the following rights set forth in this Article 41 and at the time the Right of First Offer Space (as hereinafter defined) is to be added to the original Premises, subject to the rights of other tenants in the Building and subject to the right of Landlord to extend or renew any then current lease (or enter into a new lease with the same tenant even if no extension or renewal rights are contained in the then current lease), Tenant shall have a one-time right (the “Right of First Offer”) to lease approximately 18,417 rentable square feet of space in the 5775 Building located directly across not included in the main lobby from the Premises as shown on Exhibit E attached hereto (the “Right Premises. Landlord agrees that Landlord will not, without Tenant's prior written consent, enter into any initial lease of First Offer Space”) at such time as Landlord desires to offer the Right of First Offer Space to the public for lease. In such event, Landlord shall give written notice to Tenant all or part of the availability of the Right of First Offer Space and the terms and conditions on which Landlord intends to offer it to the public and Tenant shall have a period of ten (10) business days thereafter in which to exercise Tenant’s right to lease the Right of First Offer Space pursuant to the terms and conditions contained in Landlord’s notice, failing which Landlord may lease the Right of First Building Offer Space to any third party on whatever basis having a term (including all tenant extension options) that extends beyond the expiration date of the initial Term of this lease. Landlord desiresfurther agrees that if Landlord enters into any initial lease of the Building Offer Space consisting of 6,000 rentable square feet or less, the term (including all tenant extension options) of such lease shall not exceed 60 months. After the initial leasing of the Building Offer Space, in the event such Building Offer Space becomes available for lease at any time during the Term because of the expiration or termination of an existing lease (Landlord shall not extend or renew any existing lease other than pursuant to options provided in such lease without first offering the space to Tenant under this Section), Landlord shall give Tenant written notice of the availability of such Building Offer Space and of the Minimum Annual Rent for such Building Offer Space (determined as provided below), and Tenant shall have the right, at its option, to lease such Building Offer Space provided (a) Tenant delivers to Landlord written notice exercising its right to lease such Building Offer Space within 30 days of receipt of Landlord's notice of availability of such Building Offer Space, and (b) Tenant is not in default in any material respect under this lease at the time Tenant exercises its right to lease such Building Offer Space and at the time Tenant is to take possession of such Building Offer Space. If Tenant fails to exercise timely its right to lease such Building Offer Space with respect to a particular notice of availability given by Landlord, Tenant will have no further right to lease such Building Offer Space, and this right of first offer shall terminate with respect to such Building Offer Space, provided, however, that any portion of such Building Offer Space that remains unleased as of the date that is six months following Landlord's notice of availability must be re-offered to Tenant in accordance with this Section. If Tenant elects to exercise its right to lease such Building Offer Space, the terms, conditions and covenants applicable to such Building Offer Space shall be as set forth in this lease, except that the Minimum Annual Rent regarding such space shall be equal to 102% of the Minimum Annual Rent that was scheduled to be paid (without accounting for abatement, offset or any other reduction) by the prior tenant of the Offer Space over the last lease year in which the prior tenant paid or was to pay full Minimum Annual Rent, and such Minimum Annual Rent shall increase 2% (compounded) per lease year during the term of this lease with respect to the Offer Space, and the Building Offer Space shall be delivered to Tenant in an "as is" condition. The commencement date for the lease covering such space shall be the date following the exercise of such option on which such space is first made available to Tenant. If Tenant exercises its right to lease such space, Landlord and Tenant shall execute and deliver an appropriate amendment to this lease regarding the lease of such space. The foregoing notwithstanding, Tenant shall have no right to lease any Building Offer Space unless at least two (2) full years remain in the Term hereof or unless Tenant has the right to extend the Term and does so in connection with its lease of the Building Offer Space. As noted above, Tenant shall not have any offer rights with respect to the Right initial leasing of First Offer Space. If Tenant exercises its Right of First Offer hereunderany space in the Building, effective as of the date that Landlord delivers the Right of First Offer Space to Tenant (the “Delivery Date”), the Right of First Offer Space but these offer rights shall automatically be included within the Premises and subject to all the terms and conditions of this Lease, except as set forth in Landlord’s notice and as follows:apply when such initial leases expire or terminate.

Right of First Offer. Provided that Landlord shall give Tenant written notice of the availability of space on the same floor of the leased premises ("First Offer Space") whenever and each time during the term of this Lease the First Offer Space becomes available to Landlord for re-leasing. The notice shall set out the rent for the First Offer Space. Tenant shall have the right to lease the First Offer Space subject to the following terms and conditions: (a) there Tenant is no ongoing Event of Default not in default under this Lease beyond notice and cure periods; (b) I-TherapeutixTenant delivers to Landlord written notice exercising its right to lease the First Offer Space within ten (10) days of receipt of Landlord's notice of the rent payable for the First Offer Space; and (c) such first offer rights shall be subordinate to any option right in the First Offer space existing as of the date this Lease. If Tenant fails to timely exercise its right to lease the First Offer Space following Landlord's notice of availability, Inc. Landlord shall have the right to enter into a lease of the First Offer Space with a perspective tenant upon terms and condition that are equal to or a Permitted Transferee shall then be in occupancy of at least 70greater than 90% of the entire Premises under this Lease at the time it exercises economic terms initially offered to tenant. For purposes of determining whether an offer to any other tenant is equal to or greater than 90% of the following rights set forth in this Article 41 and at economic terms offered to Tenant, the time net effective rent of each offer shall be controlling. The net effective rent calculation for each offer shall include the Right of First Offer Space term, the annual rent, tenant improvements provided, commissions (as hereinafter defined) is to be added to the original Premises, subject to the rights of other tenants in the Building and subject to the right of Landlord to extend or renew any then current lease (or enter into a new lease with the same tenant even if no extension or renewal rights are contained in the then current leaseany), Tenant shall have a oneand other tenant inducements. If the net effective rent under any lease offered to any other tenant is equal to or less than 90% of the net effective rent offered to Tenant, Landlord will re-time right (the “Right of First Offer”) to lease approximately 18,417 rentable square feet of space in the Building located directly across the main lobby from the Premises as shown on Exhibit E attached hereto (the “Right of First Offer Space”) at such time as Landlord desires to offer the Right of First Offer Space to Tenant upon the public for lease. In such event, Landlord shall give written notice to Tenant of the availability of the Right of First Offer Space and the same economic terms and conditions on which Landlord intends to offer it offered to the public and other prospective tenant. Tenant shall have a period of ten five (105) business days thereafter in which to either accept or reject the more favorable economic terms and conditions. If Tenant fails to exercise Tenant’s its right to lease the Right of re-offered First Offer Space pursuant to the terms and conditions contained in Landlord’s noticeSpace, failing which Landlord may lease the Right of First Offer Space to any third party on whatever basis Landlord desires, and Tenant shall have no further rights with respect right to lease the Right of First Offer Space. If Tenant exercises its Right of First Offer hereunder, effective as of the date that Landlord delivers the Right of First Offer Space to Tenant (the “Delivery Date”), the Right of First Offer Space shall automatically be included within the Premises and subject to all the terms and conditions of this Lease, except as set forth in Landlord’s notice and as follows:until such space again becomes available.

Right of First Offer. Provided that (ai) there no Tenant default has occurred and is no ongoing Event of Default continuing hereunder, and (bii) I-Therapeutix, Inc. Tenant has not assigned the Lease nor sublet all or a Permitted Transferee shall then be in occupancy of at least 70% any portion of the entire Premises under this Lease at the time it exercises any of the following rights set forth in this Article 41 and at the time the Right of First Offer Space (as hereinafter defined) is to be added to the original Revised Premises, subject to the rights of other tenants in the Building and subject to the right of Landlord to extend or renew any then current lease (or enter into a new lease with the same tenant even if no extension or renewal rights are contained in the then current lease), Tenant shall have a one-time continuing right of first offer to lease the space immediately adjacent to the Revised Premises in the Building as more particularly described on Exhibit A-2 attached hereto and incorporated herein by reference (the “Right of First Offer”) to lease approximately 18,417 rentable square feet of space in the Building located directly across the main lobby from the Premises as shown on Exhibit E attached hereto (the “Right of First Offer Expansion Space”) at such time as Landlord desires said Expansion Space becomes available for lease during the initial Lease Term; provided, however, Tenant shall have no right to offer lease any portion of the Right of First Offer Expansion Space which is re-leased to existing tenants occupying such space. At such time as the public Expansion Space initially becomes available for lease and prior to marketing the Expansion Space for lease. In such event, Landlord shall give notify Tenant in writing of Landlord’s intention to market the Expansion Space and the rental rate and terms and conditions of lease which Landlord intends to propose for the Expansion Space (collectively, the “Offer Terms”). Tenant shall have five (5) days after its receipt of such written notice from Landlord (the “Letter of Intent Negotiation Period”) to Tenant of the availability of the Right of First Offer Space and negotiate, in good faith, the terms and conditions on which Landlord intends to offer it to the public and Tenant shall have a period of ten (10) business days thereafter in which to exercise Tenant’s right proposed lease of the Expansion Space based on Landlord’s proposed Offer Terms. Landlord shall not, during the Letter of Intent Negotiation Period, lease, offer to lease or agree to lease the Right of First Offer Expansion Space pursuant to any other party unless Tenant advises Landlord that Tenant is not interested in leasing the Expansion Space. In the event that Tenant and Landlord do not mutually agree upon the terms and conditions contained in Landlordof Tenant’s noticeproposed Lease of the Expansion Space during the Letter of Intent Negotiation Period, failing which then, after such period, Landlord may lease market the Right of First Offer Expansion Space upon such terms and conditions as are reasonably acceptable to any third party on whatever basis Landlord desires, and Tenant shall have no further rights with respect to the Right Expansion Space until such time as the Expansion Space again becomes available for lease, whereupon Tenant shall again have the option to exercise this right of First first offer. In the event Tenant and Landlord agree to the Offer Terms within the Letter of Intent Negotiation Period as hereinabove described, then Tenant and Landlord will negotiate in good faith and with due diligence an agreement for the lease of the Expansion Space. If Tenant exercises its Right of First Landlord shall not, during the twenty (20) day period immediately following Tenant’s agreement to the Offer hereunder, effective as of the date that Landlord delivers the Right of First Offer Space to Tenant Terms (the “Delivery DateLease Negotiation Period”), lease, offer to lease or agree to lease the Right Expansion Space to any other party. In the event that Landlord and Tenant are unable in good faith to agree to the terms of First Offer Space shall automatically be included such lease within the Premises and subject to all Lease Negotiation Period, then thereafter Landlord may market the Expansion Space upon such terms and conditions as are reasonably acceptable to Landlord whereupon Tenant shall have no further rights with respect to the Expansion Space until such time as the Expansion Space again becomes available for lease, whereupon Tenant shall again have the option to exercise this right of this Lease, except as set forth in Landlord’s notice and as follows:first offer.

Right of First Offer. Provided Tenant is not in default of its obligations hereunder and subject to the rights of any existing Building tenants and Landlord's right to extend the term of an existing lease, Landlord shall provide Tenant with written notice of its intent to offer for lease specific space located in the Building which is available or will become available for lease ("LANDLORD'S INTENT TO LEASE NOTICE"). In the event that Tenant desires to lease said space it shall have five (a5) there is business days after receipt of Landlord's Intent to Lease Notice to deliver to Landlord a notice of its exercise of its "Right of First Offer" together with the most recent available audited financial statements of Tenant upon which Landlord can adequately assess the financial condition of Tenant (the "EXERCISE OF RIGHT OF FIRST OFFER NOTICE"). In the event that Tenant fails to deliver its Exercise of Right of First Offer Notice within said five (5) business day period, Tenant shall have waived its right to the space and shall have no ongoing Event of Default and (b) I-Therapeutix, Inc. or a Permitted Transferee shall then be in occupancy of at least 70% further right pursuant to this Section XLVIII to the space offered for the remainder of the entire Premises under term of this Lease at lease, as it may be extended. In the time it event Tenant timely exercises any its "Right of the following rights First Offer", within five (5) business days of receipt of Tenant's Exercise of Right of First Offer Notice, Landlord shall deliver to Tenant a notice which shall set forth the premises' square footage, the availability date, the term of occupancy (which term shall be comparable to what would be offered in this Article 41 the market for comparable space in a comparable building in the Alewife area), the rent, the base years for the purpose of Tax and at Operating Cost Excess, the time security deposit requirements, and the tenant improvements to be performed by Landlord, if any (the "RIGHT OF FIRST OFFER NOTICE"). The terms and conditions contained in the Right of First Offer Space (as hereinafter defined) is to be added to Notice shall reflect Landlord's good faith determination of the original Premises, subject to the rights of other tenants then current fair market rental terms available for comparable premises in the Building to new tenants and subject to the right shall reflect Landlord's security deposit requirements based upon Landlord's assessment of Landlord to extend or renew any then current lease (or enter into a new lease with the same tenant even if no extension or renewal rights are contained in the then current lease), Tenant's financial condition. Tenant shall have a one-time right ten (the “Right of First Offer”10) to lease approximately 18,417 rentable square feet of space in the Building located directly across the main lobby from the Premises as shown on Exhibit E attached hereto (the “Right of First Offer Space”) at such time as Landlord desires to offer the Right of First Offer Space to the public for lease. In such event, Landlord shall give written notice to Tenant of the availability days following receipt of the Right of First Offer Space and Notice to accept said space on the terms and conditions on which Landlord intends to offer it to the public offered, and if Tenant shall have a period of fail to accept the Offer within said ten (10) business days thereafter in which to exercise Tenant’s day period, Tenant shall have waived its right to lease the Right of First Offer Space space and shall have no further right pursuant to this Section XLVIII to the space offered for the remainder of the term of this lease, as it may be extended. In the event Tenant accepts the offer of any space pursuant to this Section XLVIII, Landlord and Tenant shall execute an amendment to this Lease, setting forth the terms and conditions contained in Landlord’s notice, failing which Landlord may for the lease the Right of First Offer Space to any third party on whatever basis Landlord desires, and by Tenant shall have no further rights with respect to the Right of First Offer Space. If Tenant exercises its Right of First Offer hereunder, effective as of the date that Landlord delivers the Right of First Offer Space to Tenant (the “Delivery Date”), the Right of First Offer Space shall automatically be included within the Premises and subject to all the terms and conditions of this Lease, except as set forth in Landlord’s notice and as follows:space so acquired.

Right of First Offer. Provided that (a) there is no ongoing Event of Default and (b) I-Therapeutix, Inc. or a Permitted Transferee shall then be in occupancy of at least 70% of the entire Premises under this Lease at the time it exercises any of the following rights set forth in this Article 41 and at the time the Right of First Offer Space (as hereinafter defined) is to be added to the original Premises, subject Subject to the rights of other tenants in the Building Building, if any, and subject pursuant to the right of Landlord to extend or renew any then current lease (or enter into a new lease with the same tenant even if no extension or renewal rights are contained in the then current lease)following, Tenant shall have a one-one time right (to lease in whole and not in part, or unless otherwise agreed to in writing by Landlord and Tenant, all of the “Right of First OfferExpansion Space” adjacent to its Demised Premises as delineated on Exhibit A pursuant to the following terms and conditions: Should Landlord receive a bona fide third party offer for all the Expansion Space, Landlord shall notify Tenant in writing (“Landlord’s Notice”) of its intention to lease approximately 18,417 rentable square feet said Expansion Space to a third party. Within five (5) business days of space Landlord’s Notice, Tenant must notify Landlord in writing of its intention to lease all of said Expansion Space (“Tenant’s Notice”) at the Building located directly across same Basic Rent and terms and conditions of the main lobby from Lease on the Demised Premises as shown on Exhibit E attached hereto (except that there shall be no Work Allowance or free rent period in connection with the “Expansion Space and the Basic Rent for the Expansion Space shall not be less than the rent to be paid pursuant to the third-party offer for the Expansion Space. The Term of the Lease for the Expansion Space shall be co-terminus with the Lease provided that such Right of First Offer shall not be exercisable by Tenant if there shall be less than three (3) years remaining on the Term taking into account any renewal of this Lease then exercised by Tenant. Should Tenant exercise this right, all of said Expansion Space shall be added to Tenant’s Demised Premises and commencement of Basic Rent for the Expansion Space shall occur thirty (30) days from the date of Tenant’s Notice to lease the Expansion Space”) at such time as Landlord desires to offer the Right of First Offer Space . Notwithstanding anything contained herein to the public for lease. In such eventcontrary, Landlord shall give written notice to Tenant of the availability of the Right of First Offer Space and the terms and conditions on which Landlord intends to offer it to the public and Tenant shall have a period of ten accept said Expansion Space in its “As-Is” condition and shall be responsible for any improvements for said Expansion Space. If after five (105) business days thereafter Tenant has not notified Landlord in which writing pursuant to exercise the conditions above of Tenant’s right election to lease the Right of First Offer Space pursuant to the terms and conditions contained in Landlord’s noticeExpansion Space, failing which then Landlord may lease all or part of the Right of First Offer Expansion Space to any third party on whatever basis Landlord desireswith any further obligation to Tenant. This Right of First Refusal will, therefore, expire and Tenant shall have no further rights with respect option to lease the Right Expansion Space for the remainder of First Offer Space. If Tenant exercises its Right of First Offer hereunder, effective as of the date that Landlord delivers the Right of First Offer Space to Tenant (the “Delivery Date”), the Right of First Offer Space shall automatically be included within the Premises and subject to all the terms and conditions of this Lease, except as set forth in LandlordTenant’s notice and as follows:Lease Term.

Right of First Offer. Provided that (a) there is no ongoing Event If at any time during the Term Landlord decides to market the Property for sale, Landlord shall advise Tenant in writing of Default its intent to market the Property, and (b) I-Therapeutix, Inc. or a Permitted Transferee shall then cause an appraisal to be in occupancy of at least 70% made of the entire Premises under this Lease at fair market value (the time it exercises any "FMV") of the following rights set forth Landlord's interest in this Article 41 and at the time the Right of First Offer Space (as hereinafter defined) is Property to be added offered for sale (“Landlord’s Appraisal”). Following completion of Landlord’s Appraisal, Landlord shall give notice (the "Landlord's Notice") to Tenant setting forth the original PremisesLandlord’s Appraisal and indicating the terms upon which Landlord would sell the Property to a qualified third party. Tenant shall have ten (10) days from the date of Tenant’s receipt of Landlord’s Notice to either (i) accept Landlord’s Appraisal of the FMV, subject or (ii) notify Landlord of Tenant’s objection to Landlord’s Appraisal. In the rights of other tenants in the Building and subject event Tenant objects to the right of Landlord to extend or renew any then current lease (or enter into a new lease with the same tenant even if no extension or renewal rights are contained in the then current lease)Landlord’s Appraisal, Tenant shall have a one-time right twenty (the “Right of First Offer”20) business days cause an appraisal to lease approximately 18,417 rentable square feet of space in the Building located directly across the main lobby from the Premises as shown on Exhibit E attached hereto (the “Right of First Offer Space”) at such time as Landlord desires to offer the Right of First Offer Space to the public for lease. In such event, Landlord shall give written notice to Tenant be made of the availability FMV of the Right Property (“Tenant’s Appraisal”). If Landlord’s Appraisal and Tenant’s Appraisal differ by no more than ten-percent (10%), then the FMV shall be the average of First Offer Space and the terms and conditions on which Landlord intends to offer it to two appraisals. If the public and Tenant shall have a period of two appraisals differ by more than ten-percent (10%), then the two appraisers shall, within ten (10) business days thereafter after being informed by either party that the two appraisals differ by more than ten percent (10%), choose a mutually agreed upon third appraiser who shall be a member of the American Institute of Appraisers and have at least ten (10) years' experience in which to exercise Tenant’s right to lease the Right appraisal of First Offer Space pursuant commercial properties similar in nature to the terms Property. The third appraiser shall do an independent appraisal without knowledge as to the amounts determined by the prior appraisals, and conditions contained shall mail his or her independent appraisal to Landlord and Tenant within twenty (20) business days after having been appointed. In the event a third appraiser is required, the FMV shall be the average of the two appraisals that are closest in Landlord’s noticeFMV, failing which and Landlord may lease the Right of First Offer Space to any third party on whatever basis Landlord desires, and Tenant shall have no further rights with respect to share equally in the Right cost thereof. Following Tenant’s acceptance of First Offer Space. If Tenant exercises its Right of First Offer hereunder, effective as Landlord’s Appraisal of the date that FMV, or upon a determination of the FMV using the methodology set forth above, as applicable, Tenant and Landlord delivers shall have thirty (30) days to negotiate a purchase in general conformity with the Right of First Offer Space to Tenant (the “Delivery Date”), the Right of First Offer Space shall automatically be included within the Premises FMV and subject to all the Landlord's terms and conditions of this Lease, except as set forth in Landlord’s notice Notice. Landlord and as follows:Tenant agree to negotiate in good faith. After such thirty (30) day period (if Landlord and Tenant have not executed a purchase agreement), Landlord may market the Property to any third party bona fide purchaser for the FMV and upon the same terms and conditions offered to Tenant without regard to any right(s) to purchase the Property by Tenant pursuant to this Lease.

Right of First Offer. Provided that If Landlord at any time during the term of this Lease determines it wishes to sell or otherwise transfer the Real Estate, Landlord must first provide Tenant with a notice (a"Notice of Sale") there is no ongoing Event of Default and (b) I-Therapeutix, Inc. or a Permitted Transferee shall then be in occupancy of at least 70% of the entire Premises proposed terms under this Lease at the time it exercises any of the following rights set forth in this Article 41 and at the time the Right of First Offer Space (as hereinafter defined) is to be added to the original Premises, subject to the rights of other tenants in the Building and subject to the right of Landlord to extend or renew any then current lease (or enter into a new lease with the same tenant even if no extension or renewal rights are contained in the then current lease), Tenant shall have a one-time right (the “Right of First Offer”) to lease approximately 18,417 rentable square feet of space in the Building located directly across the main lobby from the Premises as shown on Exhibit E attached hereto (the “Right of First Offer Space”) at such time as Landlord desires to offer the Right of First Offer Space to the public for lease. In such event, Landlord shall give written notice to Tenant of the availability of the Right of First Offer Space and the terms and conditions on which Landlord intends to offer it the Real Estate for sale or upon which Landlord intends to the public accept an offer for purchase, including purchase price, closing date and other material business terms. Tenant shall have a period thirty (30) days following the date of ten (10) business days thereafter in Landlord's Notice of Sale within which to exercise give a notice ("Notice of Purchase") to Landlord of Tenant’s right 's election to lease purchase the Right Real Estate upon all of First Offer Space pursuant the terms set forth in the Notice of Sale. In the event Tenant does provide Landlord with a Notice of Purchase, then Landlord shall sell the Real Estate to Tenant upon the terms set forth in the Notice of Sale (and at the purchase price set forth in the Notice of Sale) and such other terms and conditions contained as are set forth in the Chicago Title Insurance Company (Form B) Real Estate Sales Contract (for commercial or industrial properties) or such other similar standard form of agreement as may be then in use in the Hartford, CT metropolitan area, except that any such form agreement shall be modified to provide that (x) in the event of a default by either party thereunder, the non-defaulting party shall be entitled to pursue any and all of its legal and equitable remedies, and (y) Landlord’s notice's conveyance of the Premises shall be by special warranty or trustee's deed, failing which as appropriate. Any sale by Landlord may lease to Tenant pursuant to this Section 28.1 or Section 28.2 below shall be "as is" and Landlord shall not be required to make any representation or warranty whatsoever as to the Right condition of First Offer Space the Real Estate or as to any other matter. If Tenant has not given Landlord a Notice of Purchase during the thirty-day period referred to above, Tenant's rights under this Section 28.1 shall be deemed waived and of no further force or effect and Landlord shall be free to sell or otherwise transfer the Real Estate to any third party on whatever basis Landlord desires, and Tenant shall have no further rights with respect to the Right same terms contained in the Notice of First Offer SpacePurchase. If Tenant exercises its Right of First Offer hereunder, effective as Landlord and such third party fail to execute a valid and enforceable contract for the sale of the date that Premises on the same terms contained in the Notice of Sale within one hundred eighty (180) days of the Notice of Purchase or if Landlord delivers enters into such contract with such third party and fails to consummate the Right sale , then Tenant's right of First Offer Space to Tenant (the “Delivery Date”), the Right of First Offer Space first offer under this Section 28.1 shall automatically be included within the Premises and subject to all the terms and conditions of this Lease, except as set forth in Landlord’s notice and as follows:reinstated.

Right of First Offer. Provided During the term of this Lease, Tenant shall have the re-occurring Right of First Offer (“ROFO”) to expand into any space that (a) there is no ongoing Event is, or may come available in the One-Story Building after January 1, 2012. Space shall not be considered to be available if an existing tenant has a right to renew to renew its lease for such space. Prior to leasing all or any portion of Default and (b) I-TherapeutixTenant’s ROFO space to a bona fide third party tenant, Inc. or a Permitted Transferee Landlord shall then be notify Tenant in occupancy of at least 70% writing of the entire Premises under terms that Landlord intends to offer to bona fide third party tenants (“Intended Marketing Terms”) and Tenant shall have five (5) business days following Landlord’s giving of such notice to give Landlord its binding, irrevocable written notice that it desires to lease the ROFO space on the terms and conditions described in this Paragraph. If Tenant does not give Landlord written notice within such five (5) business day period that it elects to lease such ROFO space, then Landlord shall be free to lease the space to such bona fide third party tenant provided that it does not offer materially more favorable business terms to such tenant than the Intended Marketing Terms. If Tenant gives Landlord written notice within such five (5) business day period that it elects to lease such space, Landlord and Tenant shall execute an amendment to this Lease at adding the time it exercises any expansion space to the Premises, which amendment shall provide Rent (including a prorata share of Additional Charges) and tenant improvement allowance for the applicable ROFO space which is the same as the Intended Marketing Terms, a term of the following rights lease as to such applicable ROFO space which is co-terminus with the Initial Term of this Lease, and an increase in the LC Amount equal to the amount of the security deposit set forth in the Intended Marketing Terms. All other terms set forth in this Article 41 and at the time the Right of First Offer Space (as hereinafter defined) is to Lease shall be added apply to the original ROFO space. For purposes of Paragraph 20 the Premises, subject to the rights of other tenants in ROFO space, the Building and subject the One-Story Building shall be considered on a combined basis. The amendment shall reflect any difference between the Building and the One-Story Building, including, without limitation, any differences in location, rentable square footage, design, structure, physical condition, compliance with law, or any exclusive-use rights in favor of other tenants, and Paragraph 42 shall be inapplicable to such ROFO space. Notwithstanding anything to the right of contrary set forth herein, Landlord shall not be obligated to extend or renew offer any then current lease ROFO space to Tenant (or enter into a new lease with a) while Tenant is in default under this Lease, (b) after Tenant has exercised the same tenant even if no extension or renewal rights are contained Acceleration Option (defined in the then current leaseParagraph 44), or (c) unless Tenant shall have a one-time right has achieved three (3) consecutive quarters of net income profitability (determined in accordance with GAAP) and has not since the “Right end of First Offer”such three (3) to lease approximately 18,417 rentable square feet quarters, had two (2) or more consecutive quarters of space net income unprofitability (determined in the Building located directly across the main lobby from the Premises accordance with GAAP), all as shown on Exhibit E attached hereto (the “Right of First Offer Space”) at such time as financial statements delivered to Landlord desires to offer the Right of First Offer Space to the public for lease. In such event, Landlord shall give written notice to Tenant of the availability of the Right of First Offer Space and the terms and conditions on which Landlord intends to offer it to the public and Tenant shall have a period of ten (10) business days thereafter in which to exercise Tenant’s right to lease the Right of First Offer Space pursuant to the terms and conditions contained in Landlord’s notice, failing which Landlord may lease the Right of First Offer Space to any third party on whatever basis Landlord desires, and Tenant shall have no further rights with respect to the Right of First Offer Space. If Tenant exercises its Right of First Offer hereunder, effective as of the date that Landlord delivers the Right of First Offer Space to Tenant (the “Delivery Date”), the Right of First Offer Space shall automatically be included within the Premises and subject to all the terms and conditions of this Lease, except as set forth in Landlord’s notice and as follows:Paragraph 33 above.

Right of First Offer. Provided that (ai) there the Lease is in full force and effect, (ii) Tenant is not in default under the Lease, (iii) no ongoing Event circumstance or event exists which with the passage of Default time or the giving of notice or both would constitute such a default, (iv) Tenant has not assigned the Lease pursuant to an assignment requiring Millrock North LLC’s consent, and (bv) I-Therapeutixthe expansion is not for the benefit of a subtenant of Tenant subletting pursuant to a sublease requiring Millrock North LLC’s consent, Inc. or a Permitted Transferee shall then be in occupancy of and after such space has initially been leased at least 70% of once, then following the entire Premises Commencement Date and during the Term under this Lease at the time it exercises any of the following rights set forth in this Article 41 and at the time the Right of First Offer Space (as hereinafter defined) is to be added to the original Premises, subject to the rights of other tenants in the Building and subject to the right of Landlord to extend or renew any then current lease (or enter into a new lease with the same tenant even if no extension or renewal rights are contained in the then current lease), Tenant shall have a one-time right (the “Right of First Offer”) to lease approximately 18,417 rentable square feet of space in the Building located directly across the main lobby from the Premises as shown on Exhibit E attached hereto (the “Right of First Offer Space”) at such time as Landlord desires to offer the Right of First Offer Space to the public for lease. In such eventLease, Landlord shall give Tenant written notice of any space greater than 10,000 rentable square feet in Millrock South, that is available for lease. (For purposes of this Paragraph 2.1, any space covered by a renewal, extension or expansion option in any tenant’s lease, or any renewal or extension option given by Landlord to any then-existing tenant for its then-existing space, shall not be “available for lease” until after each such option or the rights created by such option have expired.) If Tenant gives Landlord written notice of the availability of the Right of First Offer Space and the terms and conditions on which Landlord intends to offer it to the public and Tenant shall have a period of Tenant’s interest in leasing such space within ten (10) business days thereafter after notification by Landlord of the availability of such space, Landlord and Tenant shall enter into a new lease substantially in which the form of the Form Lease, covering such space (or an amendment to exercise Tenant’s an existing lease, if Tenant previously has entered into a lease with respect to space in Millrock South). If Tenant fails to give Landlord such written notice within such ten (10) day period, such right of first offer shall terminate and be of no further force or effect. On any such termination, Landlord shall be free to lease the Right of First Offer Space pursuant such space to any other person on such terms and conditions as Landlord may wish, whether or not such terms and conditions are more or less favorable than the terms and conditions contained in Landlord’s noticeoffered to Tenant, failing If Tenant fails to lease any space of which Landlord may lease the Right of First Offer Space to any third party on whatever basis Landlord desires, and gives Tenant shall have no further rights with respect notice pursuant to the Right foregoing provisions of First Offer Space. If Tenant exercises its Right of First Offer hereunder, effective as of the date that Landlord delivers the Right of First Offer Space to Tenant (the “Delivery Date”)this Paragraph, the Right of First Offer Space foregoing right shall automatically be included within the Premises not again apply to such space unless such space is thereafter first leased and subject to all the terms and conditions of this Lease, except as set forth in Landlord’s notice and as follows:then subsequently becomes available for lease.

Right of First Offer. Provided that (a) there Provided Tenant is no ongoing Event of Default and (b) I-Therapeutix, Inc. or a Permitted Transferee shall then be not in occupancy of at least 70% default under the terms of the entire Premises under this Lease at the time it exercises any of the following rights set forth in this Article 41 Lease, and at the time the Right of First Offer Space (as hereinafter defined) is to be added to the original Premises, subject to the rights of other tenants existing tenants, Landlord hereby grants to Tenant a right of first offer (“ROFO”) to take possession of any space within the fourth (4th) floor of the Building adjacent to the Premises that is or shall become available for direct lease by Landlord during the Lease Term (“Expansion Space”). For purposes of the ROFO, Expansion Space will be considered “available for lease” if (1) no bona fide written lease agreement exists relative to such Expansion Space or (2) the Expansion Space is due to become vacant because a tenant’s lease has or will expire and tenant has not elected to renew the Lease. Landlord will advise Tenant of Expansion Space that will become “available for lease” (“ROFO Notice”). The ROFO shall be exercised within ten (10) days after Tenant’s receipt of a ROFO Notice. Tenant may exercise the ROFO as to all or a portion of the available Expansion Space, provided the ROFO is exercised for no less than 1,000 RSF. Should Tenant exercise the ROFO, Tenant shall take the Expansion Space under the same terms and conditions set out in the Building Lease for the Premises, except the Base Rental Rate per RSF paid by Tenant for such Expansion Space shall be equal to the then-current Base Rental Rate, as provided for in this Amendment, and subject to the right same annual Base Rent increases thereafter. Tenant’s Pro Rata Share of Landlord Operating Expenses shall be adjusted to extend or renew any then current lease (or enter into a new lease with include the same tenant even if no extension or renewal rights are contained in the then current lease), Expansion Space. Failure by Tenant shall have a one-time right (the “Right of First Offer”) to lease approximately 18,417 rentable square feet of space in the Building located directly across the main lobby from the Premises as shown on Exhibit E attached hereto (the “Right of First Offer Space”) at such time as Landlord desires to offer the Right of First Offer Space to the public for lease. In such event, Landlord shall give written notice to Tenant of the availability of the Right of First Offer Space and the terms and conditions on which Landlord intends to offer it to the public and Tenant shall have a period of ten (10) business days thereafter in which to exercise Tenant’s right to lease the Right of First Offer Space pursuant to the terms and conditions contained in Landlord’s notice, failing which Landlord may lease the Right of First Offer Space to any third party on whatever basis Landlord desires, and Tenant shall have no further rights with respect to the Right of First Offer Space. If Tenant exercises its Right of First Offer hereunder, effective as within ten (10) days after receipt of a ROFO Notice shall be deemed a rejection by Tenant of the date that Landlord delivers the Expansion Space, and this Right of First Offer Space to Tenant (the “Delivery Date”), the Right shall terminate and be of First Offer Space shall automatically be included within the Premises no further force and subject to all the terms and conditions of this Lease, except as set forth in Landlord’s notice and as follows:effect.

Right of First Offer. Provided that (a) there Tenant is no ongoing Event of Default not then in default under the terms, covenants and (b) I-Therapeutix, Inc. or a Permitted Transferee shall then be in occupancy of at least 70% conditions of the entire Premises under this Lease at the time it exercises any of the following rights set forth in this Article 41 and at the time the Right of First Offer Space (as hereinafter defined) is to be added to the original Premises, subject to the rights of other tenants in the Building and subject to the right of Landlord to extend or renew any then current lease (or enter into a new lease with the same tenant even if no extension or renewal rights are contained in the then current lease)Lease, Tenant shall have a one-time the right (the “Right of First Offer”) to lease approximately 18,417 rentable square feet any space on the 5th floor of space in the Building located directly across the main lobby from the Premises (any such space, referred to as shown on Exhibit E attached hereto (the an “Right of First Offer Expansion Space”) at such time as an Expansion Space is vacated by the prior tenant and Landlord desires proposes to offer the Right of First Offer Space such space to the public for lease. In such event, Landlord shall give written notice to Tenant of the date of availability of the Right of First Offer Expansion Space and the terms and conditions on which Landlord intends to offer it to the public and Tenant shall have a period of ten often (10) business days thereafter in which to exercise Tenant’s right to lease the Right of First Offer Expansion Space pursuant to the terms and conditions contained in Landlord’s notice, failing which Landlord may lease the Right of First Offer Expansion Space to any third party on whatever basis Landlord desires, and Tenant shall have no further rights with respect to the Right Expansion Space. Without limiting the generality of First Offer the foregoing, if Landlord leases a particular Expansion Space to a third party pursuant to the preceding sentence and such Expansion Space is subsequently vacated again during the Term of this Lease or any renewal hereof, Tenant shall not have a new right of first offer to lease such Space. If Tenant exercises its Right of First Offer right to lease hereunder, effective as of the date that Landlord delivers the Right Expansion Space, Landlord shall deliver possession of First Offer the Expansion Space to Tenant (in “broom clean” condition, free of all occupants, and upon such date the “Delivery Date”), the Right of First Offer Space same shall automatically be included within the Premises and subject to all the terms and conditions of this the Lease, except as set forth in Landlord’s notice and as follows:

Right of First Offer. Provided that (a) there is no ongoing Event of Default and (b) I-Therapeutix, Inc. or a Permitted Transferee shall then be in occupancy of at least 70% During the first three years of the entire Premises under term of this Lease at the time it exercises any of the following rights set forth in this Article 41 and at the time the Right of First Offer Space (as hereinafter defined) is to be added to the original Premises, subject to the rights of other tenants in the Building and subject to the right of Landlord to extend or renew any then current lease (or enter into a new lease with the same tenant even if no extension or renewal rights are contained in the then current lease)Lease, Tenant shall have a one-time the right of first offer (the “Right of First Offer”) ), to lease approximately 18,417 rentable square feet space located in the Building from time to time as such space may “become available” (defined below), provided that at the time Tenant exercises the Right of First Offer, the Lease is in full force and effect and there is not any uncured default or event of default by Tenant hereunder. Subject to the other terms of this Section 48, after any space in the Building located directly across other than the main lobby from Leased Premises (hereinafter referred to as the Premises “Expansion Space”) has or will “become available” (defined below), Landlord shall not, during the first three years of the term of this Lease, offer on the market or lease to another tenant the Expansion Space within the Building that has or will become available without first offering Tenant the right to lease the Expansion Space on the terms described below. Expansion Space shall be deemed to become available when the lease for the current occupant of the Expansion Space expires or is otherwise terminated. Notwithstanding anything to the contrary herein, Expansion Space shall not be deemed to become available if the Expansion Space is (1) assigned or subleased by the current tenant of the Expansion Space, (2) relet by the current tenant of the Expansion Space by renewal, extension, or renegotiation, or (3) subject to a specific expansion right of another tenant in the Building existing as shown of the date hereof. Landlord shall not offer any such Expansion Space on Exhibit E attached hereto the open market unless and until Landlord has first notified Tenant in writing (the “Right of First Offer SpaceLeasing Notice”) at such time as Landlord desires to offer the Right of First Offer Space to the public for lease. In such event, Landlord shall give written notice to Tenant of the availability of the Right of First Offer Space and the terms and conditions on which that Landlord intends to offer it the designated Expansion Space to the public third parties and Tenant shall have until a period of ten (10) business days thereafter has elapsed from the date that Landlord has delivered to Tenant the First Offer Leasing Notice without Tenant having notified Landlord in which to exercise writing of Tenant’s right desire to lease all of the Available Expansion Space (defined below). The First Offer Leasing Notice shall (1) advise Tenant that Landlord intends to offer on the market the Available Expansion Space, (2) describe the amount and location of the Expansion Space that has or will become available (the “Available Expansion Space”) and attach a floor plan showing the Available Expansion Space cross-hatched, and (3) state the date on which the Available Expansion Space will be available for leasing by Tenant which shall not be more than six (6) months after the date of the First Offer Leasing Notice. If Tenant delivers to Landlord written notice of Tenant’s desire to lease all of the Available Expansion Space within the ten (10) day period, the Available Expansion Space shall be leased by Tenant on the terms and conditions set forth in this Section 48. If Tenant declines or fails to effectively exercise the Right of First Offer as provided herein, Landlord shall thereafter be free to offer the particular Available Expansion Space pursuant previously identified in such First Offer Leasing Notice on the open market and to lease some or all of such Available Expansion Space at any time without regard to the restrictions in this Section 48 and on whatever terms Landlord may decide in its sole discretion. If Tenant leases any Expansion Space under this Section 48, the following terms and conditions contained in Landlord’s notice, failing which Landlord may lease the Right of First Offer Space shall apply to any third party on whatever basis Landlord desires, and Tenant shall have no further rights with respect to the Right of First Offer such Expansion Space. If Tenant exercises its Right of First Offer hereunder, effective as of the date that Landlord delivers the Right of First Offer Space to Tenant (the “Delivery Date”), the Right of First Offer Space shall automatically be included within the Premises and subject to all the terms and conditions of this Lease, except as set forth in Landlord’s notice and as follows:

Right of First Offer. Provided that Tenant shall have an on-going right of first offer, exercisable at any time during the Term when space becomes available, to lease such space. Tenant shall only have the right of first offer to lease such space during the periods the space is not otherwise leased and not otherwise unavailable. If such space is then subject to any options to extend granted to tenants thereof or the leasing of such space is otherwise extended or renewed or otherwise leased by any existing tenant thereof, it shall be deemed unavailable. The right of first offer granted under this Paragraph 33 shall be exercisable by Tenant as to such space upon delivery by Landlord to Tenant of a proposal (a"Landlord's Lease Proposal") there for such space setting forth the principal economic terms (e.g. length of term, rent, tenant improvement allowance, if any) upon which Landlord is no ongoing Event then willing to lease such space. Tenant shall have ten (10) business days after Landlord's delivery of Default and Landlord's Lease Proposal to notify Landlord of Tenant's agreement to lease all of such space (b"Tenant Acceptance Notice") I-Therapeutix, Inc. or a Permitted Transferee shall then be in occupancy of at least 70% on all of the entire Premises terms set forth in Landlord's Lease Proposal. If Tenant does not give Landlord Tenant's Acceptance Notice within the applicable period, or, if Tenant gives to Landlord Tenant's Acceptance Notice within the applicable period but Tenant does not, within five (5) business days thereafter, execute a lease for all of such space, upon the terms specified in this Paraxxxxx 00, Xxxxxxxx xxxll have the right to lease such space to person(s) other than Tenant on any terms Landlord desires and without offering or further offering, as applicable, such space to Tenant. Notwithstanding the foregoing, Tenant shall not have the right of first offer under this Paragraph 33 if Tenant is in material default under this Lease at the time it exercises such space becomes available (and Landlord shall have no obligation to submit any of the following rights set forth Landlord's Lease Proposal) nor shall Landlord be obligated to lease such space if Tenant is in material default under this Article 41 and Lease at the time the Right of First Offer Space (as hereinafter defined) Tenant is to be added to the original Premises, subject to the rights commence occupancy of other tenants in the Building and subject to the right of Landlord to extend or renew any then current lease (or enter into a new lease with the same tenant even if no extension or renewal rights are contained in the then current lease), Tenant shall have a one-time right (the “Right of First Offer”) to lease approximately 18,417 rentable square feet of space in the Building located directly across the main lobby from the Premises as shown on Exhibit E attached hereto (the “Right of First Offer Space”) at such time as Landlord desires to offer the Right of First Offer Space to the public for lease. In such event, Landlord shall give written notice to Tenant of the availability of the Right of First Offer Space and the terms and conditions on which Landlord intends to offer it to the public and Tenant shall have a period of ten (10) business days thereafter in which to exercise Tenant’s right to lease the Right of First Offer Space pursuant to the terms and conditions contained in Landlord’s notice, failing which Landlord may lease the Right of First Offer Space to any third party on whatever basis Landlord desires, and Tenant shall have no further rights with respect to the Right of First Offer Space. If Tenant exercises its Right of First Offer hereunder, effective as of the date that Landlord delivers the Right of First Offer Space to Tenant (the “Delivery Date”), the Right of First Offer Space shall automatically be included within the Premises and subject to all the terms and conditions of this Lease, except as set forth in Landlord’s notice and as follows:space.

Right of First Offer. Provided Upon condition that (a) there Tenant is no ongoing Event not in default in the performance of Default and (b) I-Therapeutix, Inc. any covenant or a Permitted Transferee shall then obligation to be in occupancy of at least 70% of the entire Premises performed by Tenant under this Lease at beyond any applicable notice or cure periods, Landlord agrees that Landlord will not enter into any new lease of any space on the time it exercises any first floor of the following rights set forth in Building which may become vacant during the Term of this Article 41 and at the time the Right of First Offer Space (as hereinafter defined) is to be added to the original Premises, subject to the rights of other tenants in the Building and subject to the right of Landlord to extend or renew any then current lease (or enter into a new lease with the same tenant even if no extension or renewal rights are contained in the then current lease), Tenant shall have a one-time right Lease (the “Right of First Offer”) to lease approximately 18,417 rentable square feet of space in the Building located directly across the main lobby from the Premises as shown on Exhibit E attached hereto (the “Right of First Offer Space”) at such time as with any tenant unless Landlord desires shall first offer in writing said space to offer Tenant. Prior to entering into negotiations with any other party to lease the Right of First Offer Space to the public for lease. In such eventSpace, Landlord shall give written Tenant notice to Tenant of the availability of the Right of (“Landlord’s First Offer Space and the terms and conditions on which Notice”) that such space is available for leasing. If Tenant fails to notify Landlord intends to offer it to the public and Tenant shall have a period of within ten (10) business days thereafter in which to exercise of Tenant’s right receipt of Landlord’s First Offer Notice that Tenant wishes to lease the Right of First Offer Space pursuant to the terms and conditions contained in Landlord’s noticeSpace, failing which Landlord may lease the Right of First Offer Space to any third party on whatever basis Landlord desires, and Tenant shall have no further waived any and all rights it may have under this Section 21.18 with respect to the Right of First Offer Space. If Tenant exercises its Right notifies Landlord within ten (10) days of Tenant’s receipt of Landlord’s First Offer hereunder, effective as of Notice that Tenant wishes to lease the date that Landlord delivers the Right of First Offer Space to Tenant (the “Delivery Date”)Space, the Right of First Offer Space shall automatically be included within leased to Tenant on the Premises and subject to all the same terms and conditions as set forth in this Lease with respect to the Premises, with coexisting dates of expiration and options to renew, except that the Base Rent shall be at the then current, “Fair Market Rental Rate” for the First Offer Space. If Tenant shall fail to exercise its right of first offer, then at Landlord’s request, Tenant shall execute a release of its right of first offer herein granted as applicable to the space so offered to Tenant. For purposes of this Lease, except as set forth the term “Fair Market Rental Rate” shall mean the annual rent for similar commercial type property in Landlord’s notice Weston, Florida (taking into account: size, location, condition and as follows:other relevant factors, and the term of the extension period, permitted use and other business provisions provided for in this Lease) at the time in which Tenant exercises its option.

Right of First Offer. 29.1. Provided that Tenant is not then in default beyond applicable notice and cure period under the terms, covenants and conditions of this Lease, subject to (a) there is no ongoing Event of Default and (b) I-Therapeutix, Inc. or a Permitted Transferee shall then be in occupancy of at least 70% of the entire Premises under this Lease at the time it exercises any of the following rights set forth in this Article 41 and at the time the Right of First Offer Space (as hereinafter defined) is to be added to the original Premises, subject to the current rights of other tenants in the Building and subject to (b) the right of Landlord to extend or renew any then then-current lease (or enter into a new lease with based on the same tenant even if no extension or renewal rights are contained in the then then-current leaselease (each a "Priority Tenant"), at any time up to and including the final day of the forty-eighth (481h) month of the Term of this Lease, Tenant shall have a one-time right (the “"Right of First Offer”") to lease approximately 18,417 rentable square feet any space on the second (2nd) floor of space in the Building located directly across contiguous with the main lobby from the Premises Premises, as shown on Exhibit E G attached hereto (any of such space from time to time being referred to hereunder as the “"Right of First Offer Space”") at such time as such space becomes available due to termination of the lease or leases applicable to that space and at such time as Landlord desires to offer the all or any portion of any such Right of First Offer Space to the public for lease; provided, however, that Landlord shall have no obligation to offer all or any portion of any such Right of First Offer Space any earlier than the day immediately following the expiration of any Priority Tenant's right to extend or renew its then-current lease based on the extension or renewal rights contained in such then-current lease, unless (i) such Priority Tenant has provided Landlord with valid and timely written notice exercising such extension or renewal right pursuant to the terms and provisions of such lease, or (ii) if Landlord and any such Priority Tenant have executed an amendment to such Priority Tenant's lease extending or renewing the term thereof. Notwithstanding anything herein to the contrary, Landlord shall not grant any additional expansion rights to any Priority Tenants during the Term of this Lease. In such eventthe event that any Right of First Offer Space becomes or may become available in a way that implicates Tenant's rights in this Section, Landlord shall give written notice to Tenant of the availability of the such Right of First Offer Space and the terms and conditions on which Landlord intends it will be offered to offer it to the public Tenant as set forth hereinbelow ("Right of First Offer Notice") and Tenant shall have a period of ten (10) business days Business Days thereafter in which to exercise Tenant’s 's right to lease such Right of First Offer Space as set forth in this Section. In the event that Tenant does not exercise its right to lease the Right of First Offer Space pursuant to identified in any Right of First Offer Notice within such ten (10) Business Day period following the terms and conditions contained in date upon which such Right of First Offer Notice has been delivered by Landlord’s notice, failing which then Landlord may lease the such Right of First Offer Space to any third party on whatever basis Landlord desiresanyone, and Tenant shall have no further rights with respect to the such Right of First Offer Space. If Tenant exercises its Right of First Offer hereunder, effective as of the date that Landlord delivers the Right of First Offer Space to Tenant (the “Delivery Date”), the Right of First Offer Space shall automatically be included within the Premises and subject to all the terms and conditions of this Lease, except as set forth in Landlord’s notice and as follows:.

Right of First Offer. Provided that (a) there is no ongoing Event of Default and (b) I-Therapeutix, Inc. or Buyer hereby agrees to grant Seller a Permitted Transferee shall then be in occupancy of at least 70% of the entire Premises under this Lease at the time it exercises any of the following rights set forth in this Article 41 and at the time the Right of First Offer Space (as hereinafter defined) is to be added to the original Premises, subject to the rights of other tenants in the Building and subject to the right of Landlord to extend or renew any then current lease (or enter into a new lease with the same tenant even if no extension or renewal rights are contained in the then current lease), Tenant shall have a one-time right first offer (the “"Right of First Offer”") with respect to lease approximately 18,417 rentable square feet any sale to a Third Party of space in Eligible Assets pursuant to an Eligible Transaction during the Building located directly across the main lobby from the Premises as shown on Exhibit E attached hereto (the “Right of First Offer Space”) at such time as Landlord desires to offer the Right of First Offer Space to the public for lease. In such eventRFO Eligible Period, Landlord shall give written notice to Tenant of the availability of the Right of First Offer Space and under the terms and conditions on which Landlord set out below. Prior to undertaking any disposal process with Third Parties for the sale of Eligible Assets, Buyer shall send to Seller a written notice (the "RFO Notice") identifying the Eligible Assets that Buyer intends to offer it to sell (the public and Tenant "Relevant Eligible Assets"). Seller shall have thirty days (30) days from the date of the RFO Notice to submit in writing to Buyer a period Binding Offer for the acquisition of ten the Relevant Eligible Assets. During the above thirty (1030) business days thereafter in which day period, Buyer shall give reasonable access to Seller to information essential for Seller to exercise Tenant’s right to lease the its Right of First Offer Space pursuant Offer. Should Legrand decide not to make available to Seller material confidential information given to the proposed Third Party transferees, Seller may be authorised to provide that the terms and conditions contained in Landlord’s noticeof the Binding Offer are subject to a review of the said confidential information. In such a case, Seller must confirm the acquisition of the Relevant Eligible Assets pursuant to the Binding Offer within seven (7) days from the receipt of the said confidential information, failing which Landlord may lease the Right of First Offer Space it shall be deemed to any third party on whatever basis Landlord desires, and Tenant shall have no further rights with respect to the Right of First Offer Space. If Tenant exercises waived its Right of First Offer hereunder, effective as in respect of the date Relevant Eligible Assets. In the event that Landlord delivers the Seller waives its Right of First Offer Space (explicitly, or implicitly by failing to Tenant (submit the “Delivery Date”Binding Offer within the above time period), Buyer shall be free to sell the Relevant Eligible Assets to any Third Party of its choice with no restriction whatsoever. If, within six (6) months from the date Seller has waived its Right of First Offer Space or from the date Seller has submitted a Binding Offer, Buyer does not enter into an agreement with a Third Party for the sale of the Relevant Eligible Assets, the rights of Seller hereunder with respect to the Relevant Eligible Assets shall automatically be included reinstated and the above-mentioned procedure will need to be repeated by Buyer (provided that the transfer of the Relevant Eligible Assets takes place within the Premises RFO Eligible Period). In the event that Buyer notifies Seller of its acceptance of the Binding Offer within two (2) months of the Binding Offer, Seller and subject to all Buyer shall as soon as possible (and in any event no later than fifteen (15) days from acceptance by Buyer of the Binding Offer) enter into an agreement for the acquisition of the Relevant Eligible Assets under the terms and conditions of this Lease, except as set forth in Landlord’s notice the Binding Offer. Buyer shall not be permitted to complete the sale of the Relevant Eligible Assets with a Third Party (other than Seller): • before the expiry of the above thirty day (30) time period following the receipt by Seller of the RFO Notice; and as follows:•

Right of First Offer. Provided that (a) there is no ongoing Event of Default and (b) I-Therapeutix, Inc. or a Permitted Transferee shall then be in occupancy of at least 70% of the entire Premises under this Lease at the time it exercises any of the following rights set forth in this Article 41 and at the time the The Right of First Offer Space set forth in Section XLVIII of the Lease is hereby deleted and replaced with the following: “Provided that as of the date of the giving of the ROFO Notice (as hereinafter defined) is to be defined below), Tenant actually occupies all of the Premises originally demised under this Lease and any space added to the original Premises, subject and no Event of Default exists or would exist but for the passage of time in the giving of notice, or both, if at any time during the Term any lease for any space contiguous to the rights of other tenants in Premises and shown on Exhibit A attached hereto as the Building and subject to the right of Landlord to extend or renew any then current lease (or enter into a new lease with the same tenant even if no extension or renewal rights are contained in the then current lease), Tenant shall have a one-time right “ROFO Premises” (the “Right of First Offer”) to lease approximately 18,417 rentable square feet of space in the Building located directly across the main lobby from the Premises as shown on Exhibit E attached hereto (the “Right of First Offer Offered Space”) at expires, then Landlord, before offering such time as Landlord desires to offer the Right of First Offer Offered Space to anyone, other than the public for lease. In tenant then occupying such eventspace (or its affiliates), Landlord shall give written notice will offer to Tenant of the availability of right to include the Right of First Offer Offered Space and within the Premises on the same terms and conditions on upon which Landlord intends to offer it the Offered Space for lease. Such offer will be made by Landlord to Tenant in a written notice (the “First Offer Notice”), which offer will designate the space being offered and specify the terms which Landlord intends to offer with respect to the public and Offered Space. Tenant shall have a period may accept the offer set forth in the First Offer Notice by delivering to Landlord an unconditional acceptance (“Tenant’s Notice”) of such offer within ten (10) business days thereafter in which after delivery by Landlord of the First Offer Notice to exercise Tenant. Time will be of the essence with respect to the giving of Tenant’s Notice. If Tenant does not accept (or fails to timely accept) an offer made by Lessor in the First Offer Notice, Landlord will be under no further obligation with respect to such space. Tenant must accept all Offered Space offered by Landlord at any one time if it desires to accept any of such Offered Space and may not exercise its right with respect to only part of such space. If the term offered for leasing the Offered Space extends beyond the expiration date of the Lease Term, then Tenant shall in Tenant’s Notice elect either to (i) extend the expiration date for the entire leased premises shall be extended such that the terms for Tenant’s leasing of the existing Premises under the Lease will be coterminous with the term for Tenant’s leasing of the Offered Space or (ii) lease the Offered Space for the offered term, and at the expiration of the term for the existing Premises (x) perform, at its sole cost and expense, all work necessary to separately demise the existing Premises from the Offered Space, as shown on Exhibit A attached hereto (including, without limitation, constructing a demising wall and separating all utilities and systems serving the existing Premises and the Offered Space in common (including, without limitation, the fire safety and the heating, ventilation and air conditioning systems), in accordance with plans and specifications approved by Landlord and the terms and conditions of the Lease) and (y) continue to lease the Right of First Offer Offered Space pursuant subject to the terms and conditions contained in Landlord’s noticeof the Lease, failing as modified by the terms and conditions of the First Offer Notice. In addition, if Landlord desires to lease more than just the Offered Space to one tenant, Landlord may offer to Tenant pursuant to the terms hereof all such space which Landlord may lease the Right of First Offer Space desires to any third party on whatever basis Landlord desireslease, and Tenant shall must exercise its rights hereunder with respect to all such space and may not insist on receiving an offer for just the Offered Space. If Tenant at any time declines any Offered Space offered by Landlord, Tenant will be deemed to have no irrevocably waived all further rights with respect to the Right of First Offer Offered Space. If Tenant exercises its Right of First Offer hereunder, effective as of and Landlord will be free to lease the date that Landlord delivers the Right of First Offer Offered Space to Tenant (the “Delivery Date”)third parties including on terms which may be more or less favorable to Landlord than those offered to Tenant. In such event, the Right of First Offer Space shall automatically be included within the Premises and subject to all the terms and conditions of this Lease, except as set forth in upon Landlord’s notice and as follows:request, Tenant will execute a release evidencing its waiver of such rights with respect to the Offered Space.”

Right of First Offer. Provided that (ai) there Tenant is no ongoing Event of Default and (b) I-Therapeutix, Inc. or a Permitted Transferee shall then be not in occupancy of at least 70% of the entire Premises default under this Lease at on the time it exercises any date of the following rights set forth in this Article 41 and at availability of the time the Right of First Offer Additional Space (as hereinafter defined) and (ii) this Lease is to be added to the original Premises, subject to the rights of other tenants otherwise in the Building full force and subject to the right of Landlord to extend or renew any then current lease (or enter into a new lease with the same tenant even if no extension or renewal rights are contained in the then current lease)effect, Tenant shall have a one-time right (the “Right of First Offer”) first offer to lease approximately 18,417 rentable square feet any space as it may become available for lease within the third floor of space in the Building located directly across ("Additional Space"). If the main lobby from the Premises as shown on Exhibit E attached hereto (the “Right of First Offer Landlord has "Additional Space”) at such time as Landlord desires to offer the Right of First Offer Space to the public for lease. In such event" available, then Landlord shall give send written notice to Tenant identifying the Additional Space and setting its proposed financial terms for renting such "Additional Space". Within Ten (10) business days after receipt of the Landlord's notice of availability of the Right "Additional Space", Tenant shall reply by written notice either (i) accepting the "Additional Space" under the terms of First Offer this Lease, as amended to reflect an adjustment to the Minimum Annual Rent and Tenant's Proportionate Share of additional rent, ii) rejecting the offer to rent the Additional Space and on the offered terms, or (iii) offering to lease the "additional Space" on terms and conditions on which Landlord intends to offer it as proposed in written proposal submitted to the public and Landlord. If the Tenant shall have a period of does not (i) affirmatively accept the Additional Space in writing within ten (10) business days thereafter in which to exercise Tenant’s right to of receipt of Landlord's notice; or (ii) sign the lease the Right amendment within twenty (20) days of First Offer Space pursuant to the terms and conditions contained in receipt of Landlord’s 's notice, failing which the Landlord may lease shall be permitted to treat the Right foregoing as rejection of First Offer Space the Additional Space. Notwithstanding the foregoing, if Tenant fails to respond to any third party on whatever basis writing as detailed in this Paragraph 36 Tenant then acknowledges that it has been offered the Additional Space and rejected it and Landlord desires, and Tenant shall have no further rights with respect not be required to the Right of First Offer Space. If Tenant exercises its Right of First Offer hereunder, effective as of the date that Landlord delivers the Right of First Offer Space offer it to Tenant (again unless Landlord leases the “Delivery Date”), the Right of First Offer Space shall automatically be included within the Premises space to a tenant and subject to all the terms and conditions of this Lease, except as set forth in Landlord’s notice and as follows:it is subsequently vacated.

Right of First Offer. Provided that a. If at any time during the Term (a) there is no ongoing Event of Default and (b) I-Therapeutix, Inc. or a Permitted Transferee shall then be in occupancy of at least 70% other than during the last eighteen [18] months of the entire Premises under Term, unless same has been previously extended pursuant to this Lease at the time it exercises Lease) any space that becomes available on any of the following High Rise Floors (as defined in Paragraph 55 above) for leasing to third parties (and which is not subject to the rights set forth as of the date of this Lease of existing tenants in this Article 41 the Building as described below or any Pre-Existing Rights [as defined below]) (any such space is hereinafter referred to as the "First Offer Space"), then Landlord shall so notify Tenant, which notice shall specify the location and at size of such First Offer Space, the time commencement date of the Right lease of such First Offer Space (as hereinafter defined) is to be added to the original Premises, subject to the rights of other tenants in the Building and subject to the right of Landlord to extend or renew any then current lease (or enter into a new lease with the same tenant even if no extension or renewal rights are contained in the then current lease), Tenant shall have a one-time right (the “Right of First Offer”) to lease approximately 18,417 rentable square feet of space in the Building located directly across the main lobby from the Premises as shown on Exhibit E attached hereto (the “Right of "First Offer Space”Commencement Date") at (which date shall be not earlier than thirty (30) days after said notice) and the Market Rent for such time as Landlord desires to offer the Right of First Offer Space based upon a term equal to the public for leasebalance of the Term as of the applicable First Offer Commencement Date. In Within ten (10) days after Tenant's receipt of such eventnotice, Landlord Tenant shall give written notice to Tenant of the availability of the Right of Landlord as to whether or not it desires to lease such First Offer Space and with any such lease of any such First Offer Space to be either solely upon the terms and conditions set forth in said Landlord's notice or that Tenant desires to lease such space but on terms other than as set forth in Landlord's notice. In the event Tenant advises Landlord that Tenant desires to lease such First Offer Space on terms which Landlord intends to offer it to the public and Tenant shall have differ from that of Landlord's notice, during a period of no more than ten (10) business days thereafter from Tenant's notice, Landlord and Tenant shall negotiate in which good faith in an attempt to exercise Tenant’s reach mutually acceptable terms for any such First Offer Space. If Tenant does not desire to lease such First Offer Space or Tenant fails to deliver such written notice to Landlord within such ten (10) day period, Landlord shall have the right to lease the Right of First Offer Space pursuant to the terms and conditions contained in Landlord’s notice, failing which Landlord may lease the Right of such First Offer Space to any third party on whatever basis Landlord desiresfree and clear of any rights of Tenant in such space, and which leasing may include an expansion right or first offer or similar opportunity to lease any portion of the First Offer Space not actually leased to such party (but which was offered to Tenant shall have no further rights with respect to as the Right of First Offer Space) (any such rights are herein referred to as "Pre-Existing Rights"). If Tenant exercises its Right of First Offer hereunder, effective as of Landlord does not lease the date that Landlord delivers the Right of First Offer Space to any third party within twelve (12) months following Tenant's receipt of Landlord's initial notice that any such First Offer space is available, or the lease to any third party terminates, such space shall again become subject to the rights of Tenant (the “Delivery Date”), the Right of under this Paragraph 60. Tenant's right to add any First Offer Space shall automatically be included within to the Premises and shall be subject to all the terms and conditions condition that no default which remains uncured shall exist under this Lease at the time of this Lease, except as set forth in Landlord’s Tenant's notice and as follows:to Landlord or on the First Offer Commencement Date.

Right of First Offer. Provided that (a) there is no ongoing Event of Default and (b) I-Therapeutix, Inc. or a Permitted Transferee shall then be in occupancy of at least 70% of the entire Premises under this Lease at the time it exercises any of the following rights set forth in this Article 41 and at the time the Right of First Offer Space (as hereinafter defined) is to be added to the original Premises, subject to the rights of other tenants in the Building and subject to the right of Landlord to extend or renew any then current lease (or enter into a new lease with the same tenant even if no extension or renewal rights are contained in the then current lease), Tenant shall have a one-time right (the “Right of First Offer”) to lease approximately 18,417 rentable square feet of space in the Building located directly across the main lobby from the Premises as shown on Exhibit E attached hereto (the “Right of First Offer Space”) at At such time as Landlord desires Buyer should desire to offer sell its -------------------- real property interest in the Right portions of First Offer Space the Property previously acquired by Buyer (expressly excluding the sale to the public for lease. In such eventof time-share or condominium interests) (the "Buyer Real Property"), Landlord then prior to marketing its rights in the Buyer Real Property to any third party, Buyer shall give written notice to Tenant notify Seller in writing of the availability of Buyer's intention to market its interest in the Right of First Offer Space and Buyer Real Property. Xxxxx agrees to negotiate exclusively with Seller the terms and conditions under which Seller would acquire all of Buyer's rights in the Buyer Real Property within the period set forth below. If Xxxxx and Seller are unable to agree upon a purchase price, Buyer and Seller may appoint a mutually acceptable appraiser to perform an appraisal of such property owned by Buyer, which appraised amount shall be the purchase price for purposes of this Paragraph. If Buyer and Seller are unable to agree upon a mutually acceptable appraiser, then Seller and Buyer shall each select their own appraiser, which two appraisers shall select a third appraiser, and the average appraised amount from the three appraisals shall be the purchase price for purposes of this Paragraph. Such negotiation and appraisal process shall be limited to ninety (90) days following Xxxxx's notice to Seller of its intention to market its interest in the Buyer Real Property, subject to Force Majeure. Notwithstanding the foregoing, if the Buyer Real Property secures indebtedness of Buyer incurred in connection with the acquisition and development thereof, Buyer and Seller agree that the minimum purchase price for purposes of this Paragraph must be the amount necessary to fully pay off the outstanding amount of such indebtedness together with the customary costs and charges of the sale pursuant to this Paragraph. Seller shall have the right, but not the obligation, to elect to purchase the Buyer Real Property at the purchase price determined pursuant to this Paragraph by written notice to Buyer within the above-stated 90-day period, subject to Force Majeure. If Seller shall not elect to purchase Buyer's interest in the Buyer Real Property within said period, then thereafter Buyer may market, negotiate and sell its interest in the Buyer Real Property to any other party and on any terms which Landlord intends Buyer may deem appropriate; provided, however, Buyer shall not sell the Buyer Real Property at a price less than that established pursuant to offer it this Paragraph unless Buyer first offers the Buyer Real Property to Seller at such lesser price. Xxxxx agrees that any sale of the Buyer Real Property shall not include Xxxxx's option rights to any unacquired portion of the Option Property pursuant to this Agreement, the assignment of which rights is governed by Paragraph 20 herein. Seller agrees that the provisions of this Paragraph 26 ------------ ------------ shall be subordinated to the public and Tenant shall have a period lien of ten (10) business days thereafter in which to exercise Tenant’s right to lease any loan secured by the Right of First Offer Space pursuant to the terms and conditions contained in Landlord’s notice, failing which Landlord may lease the Right of First Offer Space to any third party on whatever basis Landlord desiresBuyer Real Property, and Tenant Seller shall have no further rights with respect execute any commercially reasonable document requested by a lender of Buyer to the Right of First Offer Spaceevidence such subordination. If Tenant exercises its Right of First Offer hereunder, effective as of the date that Landlord delivers the Right of First Offer Space to Tenant (the “Delivery Date”), the Right of First Offer Space shall automatically be included within the Premises and subject to all the terms and conditions The provisions of this Lease, except as set forth in Landlord’s notice and as follows:Paragraph 26 shall survive the termination of this Agreement. ------------

Right of First Offer. Provided that (a) there is no ongoing Event of Default and (b) I-Therapeutix, Inc. or a Permitted Transferee shall then be in occupancy of at least 70% of the entire Premises under this Lease at the time it exercises any of the following rights set forth in this Article 41 and at the time the Right of First Offer Space (as hereinafter defined) is to be added Subject to the original Premises, subject to provisions of this Section 2.7 as well as the pre-existing rights of other tenants in the Building and subject to the right of Landlord to extend or renew any then current lease (or enter into a new lease with the same tenant even if no extension or renewal rights are contained in the then current lease)Sanofi Pasteur Biologics, Tenant shall have a one-time continuing right of first offer for all or any portion of the portion of the Building which may hereafter become vacant and available (the “Right of First Offer”) to lease approximately 18,417 rentable square feet of space in the Building located directly across the main lobby from the Premises as shown on Exhibit E attached hereto (the “Right of First Offer Space”) at such time as Landlord desires to offer the Right of First Offer Space to the public for lease). In such event, Landlord shall give written notice to notify Tenant of the availability of the Right of First Offer Space and the terms and conditions on which Landlord intends to offer it to lease the public and Tenant shall have a period of First Offer Space (“Landlord’s Notice”). Within ten (10) business days thereafter in which after receipt of Landlord’s Notice, Tenant may, by written notice delivered to exercise Landlord, (i) reject Landlord’s Notice, or (ii) unconditionally and irrevocably accept Landlord’s offer to lease such space for Tenant’s right to lease the Right of First Offer Space pursuant to own use on the terms and conditions contained set forth in Landlord’s noticeNotice. If Tenant fails to timely respond as aforesaid, failing which Landlord may lease such failure shall be deemed Tenant’s rejection of Landlord’s Notice. In the Right of event Tenant exercises its right to the First Offer Space to any third party on whatever basis Space, Landlord desires, and Tenant hereby agree to amend those provisions of this Lease which are necessarily affected by the increase in the rentable area and leaving all other provisions of this Lease in full force and effect without modification. After Tenant takes possession of the First Offer Space, the term “Premises” as used in this Lease, shall have no further rights with respect be deemed to refer to and include the Right of First Offer Space. If Tenant exercises its Right of First Offer hereunderLandlord’s Notice is rejected under clause (i) above (or deemed rejected through the Tenant’s failure to timely respond), effective as of then Landlord may enter into a lease for the date that Landlord delivers the Right of First Offer Space providing for an effective Annual Fixed Rent equal to Tenant or less than five percent (5%) less than that specified in Landlord’s Notice. For clarity, in the “Delivery Date”), event that the Right of Landlord proposes to enter into a lease for the First Offer Space providing for an effective Annual Fixed Rent greater than five percent (5%) less than that specified in Landlord’s Notice, Landlord shall automatically notify Tenant of such terms by sending an additional Landlord’s Notice that will be included within the Premises and subject to all the terms and conditions of this Lease, except the preceding paragraph. Except as may be set forth in Landlord’s Notice, Landlord’s failure to deliver, or delay in delivering, all or any part of the First Offer Space, for any reason, shall not constitute a default of Landlord, and shall not affect the validity of the Lease. Notwithstanding any provision of this Section 2.7 to the contrary, Tenant’s rights under this Section 2.7 shall be void, at Landlord’s election, if Tenant is in default hereunder and beyond any applicable cure periods on the date Tenant makes any election with respect to the First Offer Space under this Section 2.7 or at the time the First Offer Space would be added to the Premises. Nothing in this Section shall be construed to grant to Tenant any rights or interest in any space in the Building, and any claims by Tenant alleging a failure of Landlord to comply herewith shall be limited to claims for monetary damages. Tenant may not assert any rights in any space nor file any lis pendens or similar notice and as follows:with respect thereto.

Right of First Offer. Provided Subject to the provisions of Section 26 of this -------------------- Lease, and provided that (a) there Tenant is no ongoing Event of Default and (b) I-Therapeutix, Inc. or a Permitted Transferee shall then be not in occupancy of at least 70% of the entire Premises under this Lease default hereunder at the time it exercises any of Tenant's exercise of the following rights set forth in this Article 41 and at the time the Right of First Offer Space (as hereinafter defined) is to be added to the original PremisesOption, subject to the rights of other tenants in the Building and subject to all other options held by existing tenants of the right Project (as defined in Section 2.1 of Landlord to extend or renew any then current lease (or enter into a new lease with the same tenant even if no extension or renewal rights are contained in the then current leaseLease), Tenant shall have a one-one time right of first offer on any space that becomes available in the Project (the “Right of First Offer”) "Option Space"). Prior to lease approximately 18,417 rentable square feet of space in leasing the Building located directly across the main lobby from the Premises as shown on Exhibit E attached hereto (the “Right of First Offer Option Space”) at such time as Landlord desires to offer the Right of First Offer Space to the public for lease. In such event, Landlord shall give Tenant written notice of its intent to lease the Option Space. Tenant may exercise such right only as to all of the availability Option Space described in the Landlord's notice, and not to merely a part of the Right of First Offer Space and the terms and conditions on which Landlord intends to offer it to the public and such Option Space. Tenant shall have a period of ten (10) business days thereafter in which to provide Landlord with written notice of its election to exercise Tenant’s right to lease such right. The Base Rent payable for the Right Option Space shall be at the current rental rate for Premises A at the beginning of First Offer Space pursuant the Term applicable to the terms Option Space and conditions contained in Landlord’s notice, failing which Landlord may lease shall be increased by two percent (2%) per annum on each anniversary date of the Right Commencement Date of First Offer Space to any third party on whatever basis Landlord desires, and Tenant shall have no further rights with respect the Lease applicable to the Right of First Offer Option Space. If Tenant exercises does not give Landlord written notice of its Right of First Offer hereunder, effective as of the date that Landlord delivers the Right of First Offer election to lease such Option Space to Tenant (the “Delivery Date”), the Right of First Offer Space shall automatically be included within the Premises and subject to all the or terms and conditions are not agreed upon within the ten (10) business day period, Landlord shall thereafter be free to lease such Option Space to a third party on any terms and conditions that Landlord shall select, with no further obligation to Tenant. In the event that Landlord offers any space to Tenant pursuant to this right of first offer, and Tenant elects not to lease the space, the space so offered shall no longer be subject to this Leaseright of first offer, except as set forth in Landlord’s notice and as follows:thereafter Landlord shall not be obligated to offer said space to Tenant. Add-10

Right of First Offer. Provided that As long as Tenant is not in Default under the Lease, or any amendments thereto, and subject to any extension, expansion, option or modification rights currently in existence to other tenants of Landlord in the Building prior to the date of this Lease (a) there a list of such rights is no ongoing Event of Default and attached hereto as Exhibit H), before offering to lease, during the Term, space in the Building which is contiguous to space then directly leased by Tenant (b) I-Therapeutixcollectively, Inc. or a Permitted Transferee shall then be the “Offer Space”), Landlord will notify Tenant in occupancy of at least 70% writing of the entire Premises under this Lease at the time it exercises any availability of the following rights set forth particular Offer Space, the monthly rent (taking into account current leasing inducements, leasing concessions, and tenant improvement allowances), square footage of the Offer Space, the term for such Offer Space (which shall be coterminous with the Term for the Premises), and rental increases (“Rental Terms”) on which it would be willing to lease the particular Offer Space in this Article 41 the Building to Tenant and at shall provide to Tenant a form of lease agreement or amendment acceptable to Landlord therefor (“Right of First Offer to Lease”). Notwithstanding the time foregoing, however, if Tenant exercises the Right of First Offer to Lease during the last three (3) years of the Term, the Offer Space (as hereinafter defined) shall be let to Tenant for the term which is to be added to the original Premises, subject to the rights of other tenants in the Building and subject to the right of Landlord to extend or renew any then current lease (or enter into a new lease with the same tenant even if no extension or renewal rights are contained in the then current lease)Rental Terms. If within seven (7) business days after Tenant’s receipt of Landlord’s written notice hereunder, Tenant shall have a one-time right (the “Right notifies Landlord in writing of First Offer”) its intent to lease approximately 18,417 rentable square feet all of space the Offer Space in the Building located directly across the main lobby from the Premises as shown on Exhibit E attached hereto (the “Right of First Offer Space”) at such time as Landlord desires to offer the Right of First Offer to Lease on the proposed Rental Terms, then Landlord and Tenant shall execute the lease agreement or amendment for all of the Offer Space within fifteen (15) business days after Landlord’s receipt of Tenant’s notice of intent to the public for lease. In such event, Landlord shall give written If Tenant does not deliver its notice of intent to Tenant lease all of the availability particular Offer Space within such seven (7) business day period, or if Landlord and Tenant do not enter into a fully executed lease agreement or amendment for all of the Offer Space within such fifteen (15) day period, then the Right of First Offer to Lease for that particular Offer Space will lapse for a period of nine (9) months and Landlord will have the right to lease for such nine (9) month period all or any portion of the particular Offer Space to a third party on the same or any other terms and conditions, irrespective of whether such terms and conditions on which are more or less favorable than the Rental Terms. If Landlord intends to offer it does not consummate a lease for the particular Offer Space within such nine (9) month period, the provisions of this Article 34 shall again apply to the public and Tenant shall have a period of ten (10) business days thereafter in which to exercise Tenant’s right to lease the particular Offer Space. This Right of First Offer Space pursuant to Lease is personal to Tenant and is not assignable or transferable except to a Permitted Transferee. The exercise by Tenant of its rights under this Article 34 shall not be construed in any way as granting Tenant the right to vacate the Premises or to terminate the Lease of the Premises unless agreed to by Landlord in its sole and absolute discretion. Pursuant to the terms and conditions contained in of an existing lease with Petro-Canada Resources (USA) Inc. (“Petro-Canada”), Landlord has the right to recapture all or any portion of the Petro-Canada premises (“Petro-Canada Premises”) after a request by Petro-Canada for Landlord’s approval of a sublease or assignment. During the Term hereof and provided no Default then exists, Landlord agrees to provide Tenant with written notice should Petro-Canada request the consent of Landlord to a sublease or assignment of all or any portion of the Petro-Canada Premises (“Right of Recapture”). Within four (4) business days of such written notice, failing which Tenant shall advise Landlord may lease in writing of its desire to compel Landlord to exercise the Right of First Offer Space Recapture for the benefit of Tenant. Should Tenant timely exercise its rights to any third party compel Landlord to exercise the Right of Recapture, the Petro-Canada Premises shall thereafter become a part of the Premises hereunder with Rent for the Petro-Canada Premises to be at the then rate reflected in the Petro-Canada lease for a term set to commence upon the date of recapture by Landlord and expiring on whatever basis Landlord desiresthe expiration date of the Petro-Canada lease. Notwithstanding the foregoing, and however, Tenant shall have no further rights with respect Right to the Right Recapture by virtue of First Offer Space. If Tenant exercises its Right that certain Assignment of First Offer hereunderLease Agreement currently dated June 8, effective as of the date that Landlord delivers the Right of First Offer Space to Tenant (the “Delivery Date”)2010, the Right of First Offer Space shall automatically be included within the Premises by and subject to all the terms between Petro Canada and conditions of this LeaseNoble Energy, except as set forth in Landlord’s notice and as follows:Inc.

Right of First Offer. Provided that (a) there is no ongoing Event of Default and (b) I-TherapeutixIf, Inc. or a Permitted Transferee shall then be in occupancy of at least 70% of the entire Premises under this Lease at the any time it exercises any of the following rights set forth in this Article 41 and at the time the Right of First Offer Space (as hereinafter defined) is before December 31, 2023, Landlord decides to be added to the original Premises, subject to the rights of other tenants in the Building and subject to the right of Landlord to extend or renew any then current lease (or enter into a new lease with the same tenant even if no extension or renewal rights are contained in the then current lease), Tenant shall have a one-time right Suite #206 (the “Right of First Offer”) to lease approximately 18,417 rentable square feet of space in the Building located directly across the main lobby from the Premises as shown on Exhibit E attached hereto (the “Right of First Offer Space”) at such time as to any third party, then Landlord desires shall, prior to offer offering the Right of First Offer Space for lease to the public for lease. In such eventthird parties, Landlord shall give Tenant written notice of its intention to Tenant of lease (the availability of “Lease Notice”), which Lease Notice shall include the Right of First Offer Space and the key business terms and conditions on upon which Landlord intends to offer it the Offer Space to the public and third parties. Tenant shall have the option (the “Lease Option”), for a period of ten (10) business days thereafter in which after its receipt of the Offer Notice (the “Election Period”), to exercise Tenant’s right elect to lease the Right of First Offer Space pursuant upon the terms set forth in the Offer Notice. Such election shall be made by written notice given by Tenant to Landlord (the “Exercise Notice”) within the Election Period. If Tenant timely so elects to lease the Offer Space, then, within fifteen (15) days after Tenant’s delivery of the Exercise Notice (the “Execution Period”), Tenant shall enter into a lease agreement or amendment to this Lease with Landlord providing for the lease of the Offer Space upon the terms set forth in the Lease Notice and such other terms and conditions contained not inconsistent with the terms set forth in the Lease Notice as Landlord and Tenant shall mutually agree; provided that, if the expiration date of the Offer Space as stated in the Lease Notice is: (a) earlier than the Expiration Date, then the expiration date of Tenant’s lease of the Offer Space shall be extended to the Expiration Date; or (b) later than the Expiration Date, then the Expiration Date shall be extended to the expiration date of Tenant’s lease of the Offer Space; in either case, so that the expiration of Tenant’s lease of the Offer Space and this Lease shall be co-terminous. If: (a) Tenant does not deliver the Exercise Notice to Landlord within the Election Period; or (b) Tenant timely delivers the Exercise Notice to Landlord within the Election Period but fails to enter into a lease agreement or amendment with Landlord within the Execution Period for any reason other than Landlord’s notice-caused delays; then, failing which in any such case: (a) the Lease Option shall terminate and be of no further force and effect; and (b) Landlord may lease the Right Property to any third party upon any terms and conditions. Notwithstanding anything to the contrary stated in this Paragraph, if, at any time after Landlord’s delivery of First the Lease Notice and prior to the expiration of the Execution Period, if any, Tenant shall be in default under this Lease, then: (a) the Lease Option shall immediately terminate and be of no further force and effect; and (b) Landlord may lease the Offer Space to any third party on whatever basis Landlord desires, and Tenant shall have no further rights with respect to the Right of First Offer Space. If Tenant exercises its Right of First Offer hereunder, effective as of the date that Landlord delivers the Right of First Offer Space to Tenant (the “Delivery Date”), the Right of First Offer Space shall automatically be included within the Premises and subject to all the upon any terms and conditions of this Lease, except as set forth in Landlord’s notice and as follows:conditions.

Right of First Offer. Provided that (a) there is no ongoing Event of Default and (b) I-Therapeutix, Inc. or a Permitted Transferee shall then be in occupancy of at least 70% of the entire Premises under this Lease at the time it exercises any of the following rights set forth in this Article 41 and at the time the Right of First Offer Space (as hereinafter defined) is to be added to the original Premises, subject to the rights of other tenants in the Building and subject to the right of Landlord to extend or renew any then current lease (or enter into a new lease with the same tenant even if no extension or renewal rights are contained in the then current lease), 61.1 Tenant shall have a one-time right of first offer (the “Right of First Offer”) with respect to lease approximately 18,417 any rentable square feet of space area ( the “Offer Area”) as it becomes available on the fourth floor in the Building located directly across offered by Landlord for lease to anyone other than the main lobby from tenant then occupying the Premises as shown on Exhibit E attached hereto Offer Area. If Landlord desires to lease the Offer Area to anyone other than the tenant then occupying the Offer Area, Landlord shall notify Tenant in writing (the “Offer Notice”) of the terms and conditions upon which Landlord shall offer to lease the Offer Area. Tenant shall have a Right of First Offer Space”) at with respect to Landlord’s offer to lease the Offer Area as set froth in the Offer Notice, to be exercised by giving written notice thereof to Landlord within 30 days of the receipt of the Offer Notice during which time Landlord will not lease such time as Landlord desires to offer space. If Tenant does not exercise the Right of First Offer Space with respect to the public for leaseOffer Area as provided in the preceding sentences or if Tenant waives in writing the Right of First Offer with respect to the Offer Area, Tenant shall have no further rights to the Offer Area in connection with Landlord’s then offer to lease same as set forth in the Offer Notice. In such eventIf Tenant does so exercise the Right of First Offer, Landlord and Tenant shall give written notice endeavor in good faith and without delay to negotiate and execute a lease in connection therewith upon substantially the same terms and conditions in this Lease, except as provided in the Offer Notice which will contain provisions, without limitation, for rent, term, renewals, rights of first offer, if any, and security. If Landlord and Tenant of area unable to so negotiate and execute a lease within 30 days, for the availability Offer Area, Tenant’s exercise of the Right of First Offer Space shall be null and the terms and conditions on which Landlord intends to offer it to the public and Tenant shall have a period of ten (10) business days thereafter in which to exercise Tenant’s right to lease the Right of First Offer Space pursuant to the terms and conditions contained in Landlord’s notice, failing which Landlord may lease the Right of First Offer Space to any third party on whatever basis Landlord desires, void and Tenant shall have no further rights with respect to the Offer Area in connection with Landlord’s then offer to lease same as set forth in the Offer Notice. Tenant shall not have a Right of First Offer Space. If (i) for less than the entire Offer Area, or (ii) if Tenant exercises its Right of First Offer hereunder, effective as is in default under any of the date that Landlord delivers the Right of First Offer Space to Tenant (the “Delivery Date”), the Right of First Offer Space shall automatically be included within the Premises and subject to all the material terms and conditions of this LeaseLease beyond any applicable grace period, except as set forth or if this Lease is not then in Landlord’s notice full force and as follows:effect. The Right of First Offer is not assignable and shall be deemed personal to Tenant hereunder.

Right of First Offer. Provided that (a) there is no ongoing Event of Default and (b) I-Therapeutix, Inc. or a Permitted Transferee shall then be in occupancy of at least 70% of the entire Premises under this Lease at prior to the time it exercises any of Landlord makes or responds to an offer from a potential occupant (the following rights set forth in this Article 41 and at the time the Right of First Offer Space (as hereinafter defined) is to be added to the original Premises, subject to the rights of other tenants in the Building and subject to the right of Landlord to extend or renew any then current lease (or enter into a new lease with the same tenant even if no extension or renewal rights are contained in the then current lease"Offeree"), Landlord shall so notify Tenant in writing of such ------- availability, and shall have a one-time right provide in such notice the base rent (which base rent shall be the “Right of First Offer”) to lease approximately 18,417 rentable square feet of space in proposed base rent for the Building located directly across the main lobby from the Premises as shown on Exhibit E attached hereto (the “Right of First Offer Space”) at such time as Landlord desires to offer the Right of First Offer Space to the public for lease. In such eventOfferee), Landlord shall give written notice to Tenant of the availability of operating expenses, the Right of First Offer Space term, and the any other terms and conditions on which Landlord intends is willing to offer it lease the Offer Space to the public Offeree (the "Offer"). ----- Notwithstanding the terms of the Offer, as applied to Tenant, the term of the Offer shall be equal to the Term of this Lease, without including any options which have not been exercised by the Tenant by the date of the Offer is accepted. Notwithstanding the terms of the Offer, if any tenant improvement allowance is offered to the Offeree, such tenant improvement allowance shall be offered to Tenant; provided, however, if the term of the Offer is greater than the Term of this Lease, then the tenant improvement allowance offered to Tenant shall be a number equal to the tenant improvement allowance in the Offer multiplied by a fraction, the numerator of which is the number of Lease Years remaining on the Term of this Lease and the denominator of which is the number of years in the term of the Offer [Example: tenant improvement allowance in the Offer is $21.00, number of Lease Years remaining in the Term is 3, term of Offer is 7 years: 21* (3/7) = 9]. Landlord shall notify Tenant of the Offer by providing to Tenant a proposed amendment to this Lease which shall incorporate all terms of the Offer (the "Amendment"). Tenant shall have a period of ten (10) business --------- days thereafter in within which to exercise Tenant’s right accept the Offer as embodied in the Amendment in its entirety by the execution and return to lease Landlord of the Right of First Amendment. If Tenant does not accept any Offer in accordance with its terms by executing and returning the Amendment to Landlord within said ten (10) business day period, Landlord shall be free to rent such Offer Space pursuant to the on such terms and conditions contained in Landlord’s notice, failing which Landlord may lease the Right of First Offer Space to any third party on whatever basis Landlord desires, and as it deems appropriate. Tenant shall have no further rights with respect not be permitted to accept an Offer in the Right of First Offer Space. If Tenant exercises its Right of First Offer hereunder, effective as of event that less than one (1) year remains on the date that Landlord delivers the Right of First Offer Space to Tenant (the “Delivery Date”), the Right of First Offer Space shall automatically be included within the Premises and subject to all the terms and conditions Term of this Lease, except as set forth the same may be extended, and Tenant has not exercised (or does not exercise as allowed) its option to extend the Term of this Lease. This right of first offer is personal to Tenant, and is not assignable or transferable to any assignee, sublessee or successor in Landlord’s notice and as follows:interest or title of Tenant, unless such assignee is a successor in interest to Tenant pursuant to a Permitted Transfer.

Right of First Offer. Provided that (a) there is no ongoing Event of Default and (b) I-Therapeutix, Inc. or a Permitted Transferee shall then be in occupancy of at least 70% of the entire Premises under this Lease at the time it exercises any of the following rights set forth in this Article 41 and at the time the Right of First Offer Space (as hereinafter defined) is Subject to be added to the original Premises, subject to the rights of other tenants in the Building and subject to the right of Landlord to extend or renew any then current lease (or enter into a new lease with the same tenant even if no extension or renewal rights are contained in the then current lease), Tenant shall have a one-time right (the “Right of First Offer”) to lease approximately 18,417 rentable square feet of space in the Building located directly across the main lobby from the Premises as shown on Exhibit E attached hereto (the “Right of First Offer Space”) at such time as Landlord desires to offer the Right of First Offer Space to the public for lease. In such event, Landlord shall give written notice to Tenant of the availability of the Right of First Offer Space and the terms and conditions on which Landlord intends to offer it to the public and Tenant shall have a period of ten (10) business days thereafter in which to exercise Tenant’s right to lease the Right of First Offer Space pursuant to the terms and conditions contained in Landlord’s notice, failing which Landlord may lease the Right of First Offer Space to any third party on whatever basis Landlord desires, and Tenant shall have no further rights with respect to the Right of First Offer Space. If Tenant exercises its Right of First Offer hereunder, effective as of the date that Landlord delivers the Right of First Offer Space to Tenant (the “Delivery Date”), the Right of First Offer Space shall automatically be included within the Premises and subject to all the terms and conditions of this LeaseSection 1.3, except as Landlord hereby grants to Tenant an on-going right of first offer during the period commencing on the Rent Commencement Date and continuing for the first five (5) Lease Years of the initial Lease Term with respect to any space in the adjacent building of the Project located at 100 Xxxxxx Xxxxx Xxxxxxxxx xx 000 Xxxxxx Xxxxx Xxxxxxxxx (the “First Offer Space”). Notwithstanding the foregoing, such first offer right of Tenant shall commence only following the expiration or earlier termination of the existing leases of the First Offer Space and any leases in the Project entered into prior to the Rent Commencement Date (collectively, the "Existing Leases") (including renewals of any such lease, irrespective of whether any such renewal is currently set forth in Landlord’s notice such lease or is subsequently granted or agreed upon, and regardless of whether such renewal is consummated pursuant to a lease amendment or a new lease). Such right of first offer shall commence with respect to any space in 100 Xxxxxx Xxxxx Xxxxxxxxx only after the first lease of such space (i.e., Landlord shall have the right to enter an initial lease of the currently vacant space in such building without being required to offer such space to Tenant under this Section 1.3). The right of first offer granted in this Section 1.3 shall be subordinate to all rights granted in any Existing Leases, which rights relate to the First Offer Space and are set forth in the Existing Leases upon execution thereof, or in any "Intervening Lease", below, including, without limitation, any renewal, expansion, first offer, first refusal, first negotiation and other rights, regardless of whether such rights are executed strictly in accordance with their respective terms or pursuant to a lease amendment or a new lease (the "Superior Rights"). Tenant acknowledges that Landlord may be currently in discussions to lease certain portion of the First Offer Space, and, to the extent Landlord enters into any lease of the First Offer Space prior to the Rent Commencement Date under this Lease, the rights contained in such lease of the First Offer Space shall be Superior Rights. Further, such right of first offer shall be subject and subordinate to the terms of any renewal right contained in any lease of the First Offer Space entered into by Landlord with a third party after Tenant's failure to exercise its right of first offer as follows:provided in this Section 1.3 (the "Intervening Leases"). All such tenants under Existing Leases or Intervening Leases, are collectively referred to as the "Superior Right Holders".

Right of First Offer. Section 15.1 of the Lease is hereby deleted in its entirety and the following is substituted therefor: “Provided that (a) there is no ongoing Event of Default and (b) I-Therapeutix, Inc. or a Permitted Transferee shall then be in occupancy of at least 70% one year remaining in the Term of the entire Premises under this Lease at and that Tenant is not in default in the time it exercises performance or observance of any of the following rights terms and provisions of this Lease on the part of Tenant to be performed or observed beyond applicable grace and cure periods, if Landlord intends to market for lease all or any portion of any space in the Building (the “Available Space”), then Landlord shall present a term sheet (“Landlord’s Offer”) for the leasing of the Available Space to Tenant at fair market rent, as determined by Landlord, and on such other terms and conditions as Landlord may determine. Except as otherwise set forth in this Article 41 Landlord’s Offer, Landlord’s Offer to lease the Available Space shall be on the terms and at the time the Right conditions set forth herein. Upon receipt of First Offer Space (as hereinafter defined) is to be added to the original Premises, subject to the rights of other tenants in the Building and subject to the right of Landlord to extend or renew any then current lease (or enter into a new lease with the same tenant even if no extension or renewal rights are contained in the then current lease)Landlord’s Offer, Tenant shall have a one-time right (the “Right of First Offer”) to lease approximately 18,417 rentable square feet of space in the Building located directly across the main lobby from the Premises as shown on Exhibit E attached hereto (the “Right of First Offer Space”) at such time as Landlord desires to offer the Right of First Offer Space to the public for lease. In such event, Landlord shall give written notice to Tenant of the availability of the Right of First Offer Space and the terms and conditions on which Landlord intends to offer it to the public and Tenant shall have a period of ten (10) business days thereafter in to accept or reject Landlord’s Offer. If Tenant accepts Landlord’s Offer within said ten (10) business day period, Landlord and Tenant shall execute an amendment to this Lease which to exercise incorporates the Available Space on the terms set forth therein within fifteen (15) days of Tenant’s acceptance of Landlord’s Offer. In the event that Tenant does not accept Landlord’s Offer within said ten (10) business day period or Landlord and Tenant do not execute a lease amendment on the terms set forth therein within said fifteen (15) day period, then Landlord shall have the right to lease to any other party the Right Available Space on such terms and conditions not materially more favorable than those contained in Landlord’s Offer. As used herein, terms and conditions shall be deemed to be “materially more favorable” if the rental rate and other economic considerations (such as free rent, improvement allowances and the manner in which Operating Expenses and Taxes are accounted for) are less than ninety percent (90%) of First Offer Space pursuant to the terms and conditions contained in Landlord’s notice, failing which Landlord may lease the Right of First Offer Space to any third party on whatever basis Landlord desires, and Tenant shall have no further rights with respect to the Right of First Offer Space. If Tenant exercises its Right of First Offer hereunder, effective as of the date that Landlord delivers the Right of First Offer Space to Tenant (the “Delivery DateOffer.”), the Right of First Offer Space shall automatically be included within the Premises and subject to all the terms and conditions of this Lease, except as set forth in Landlord’s notice and as follows:

Right of First Offer. Provided that (a) there is no ongoing Event of Default and (b) I-TherapeutixSo long as Tenant maintains the Required Credit Rating, Inc. Landlord may not sell or a Permitted Transferee shall then be in occupancy of at least 70% of the entire Premises under this Lease at the time it exercises any of the following rights set forth in this Article 41 and at the time the Right of First Offer Space (as hereinafter defined) is to be added otherwise transfer title to the original PremisesLeased Premises (other than to Tenant) prior to December 31, subject 2027. If Landlord shall desire at any time during the Term to sell the rights of other tenants in the Building and subject Leased Premises at any time after December 31, 2027, Landlord shall first provide an offer to the right of Landlord sell to extend or renew any then current lease (or enter into a new lease with the same tenant even if no extension or renewal rights are contained in the then current lease)Tenant, Tenant shall have a one-time right which offer (the “Right of First Offer”) to lease approximately 18,417 rentable square feet of space in shall set forth the Building located directly across the main lobby from the Premises as shown on Exhibit E attached hereto purchase price (the “Right of First Offer SpacePurchase Price”) and other substantive terms of such sale (and include a copy of any marketing brochure and/or bid package that Landlord may have prepared in anticipation of attempting to sell the Leased Premises to third parties), and Tenant shall have thirty (30) days within receipt of such Offer to elect to purchase the Leased Premises on the precise terms and conditions of the Offer. If Tenant elects to so purchase the Leased Premises Tenant shall give to Landlord written notice thereof (“Acceptance Notice”) together with a notice that, at such time Tenant’s election, Tenant seeks to assume the Financing as Landlord desires a full recourse obligation of Tenant (subject to offer receipt of consent from the Right of First Offer Space Lender as to the public for lease. In form and substance of such eventassumption by Tenant) (a “Tenant Assumption”), Landlord the closing shall give written notice to Tenant be held within sixty (60) days after the date of the availability Acceptance Notice, whereupon, upon receipt by Landlord of the Right of First Offer Space Purchase Price for the Leased Premises and the terms and conditions on which documentation necessary for the Tenant Assumption, Landlord intends shall convey the Leased Premises to offer it Tenant (or its designee). At the closing, Landlord shall deliver to Tenant (or its designee) a special warranty deed (or local equivalent), sufficient to convey to Tenant (or its designee) fee simple title to the public Leased Premises free and clear of all Liens, restrictions and encumbrances, except for the Permitted Encumbrances (excluding, unless a Tenant Assumption occurs, the Mortgage and any other mortgage, deed of trust or similar security instrument created by Landlord), Liens or encumbrances created, suffered or consented to in writing by Tenant or arising by reason of the failure of Tenant to have observed or performed any term, covenant or agreement herein to be observed or performed by Tenant or that are otherwise the responsibility of Tenant hereunder, the Lien of any Impositions then affecting the Leased Premises and this Lease shall have remain in full force and effect. If Tenant does not elect to make a period Tenant Assumption and purchases the Leased Premises, Tenant acknowledges that the Financing must be paid in full in accordance with its terms in order for the Mortgage to be released as a lien against the Leased Premises, and following payment of ten (10) business days thereafter in which to exercise Tenant’s right to lease the Right of First Offer Space pursuant Purchase Price for the Leased Premises Tenant may elect to the terms and conditions contained in Landlord’s notice, failing which Landlord may lease the Right of First Offer Space to any third party on whatever basis Landlord desires, and Tenant shall have no further rights with respect to the Right of First Offer Space. If Tenant exercises assume (or its Right of First Offer hereunder, effective as of the date that Landlord delivers the Right of First Offer Space to Tenant (the “Delivery Date”), the Right of First Offer Space shall automatically be included within the Premises and subject to all the terms and conditions of designee assume) this Lease, except as or terminate DMEAST #39566949 v10 32 this Lease at any time on or after the Closing Date. In the event Tenant shall elect not to so purchase the Leased Premises, Landlord may thereafter sell the Leased Premises to any Person without again offering it to Tenant, provided that (i) the purchase price shall not be less than 95% of that set forth in the Offer, (ii) the material terms of such purchase shall not be materially more favorable to the buyer than those set forth in the Offer and (iii) the purchase is consummated within six (6) months after Landlord’s notice submission of the Offer to Tenant all as reasonably substantiated by Landlord to Tenant, and as follows:provided, further, that any subsequent proposed sale of the Leased Premises shall remain subject to this Paragraph 31.

Right of First Offer. Provided that (a) there is no ongoing Event of Default and (b) I-Therapeutix, Inc. or a Permitted Transferee shall then be in occupancy of at least 70% of the entire Premises under this Lease at the time it exercises any of the following rights set forth in this Article 41 and at the time the Right of First Offer Space (as hereinafter defined) is Sublessor hereby grants to be added to the original Premises, subject to the rights of other tenants in the Building and subject to Sublessee the right of Landlord first offer to extend or renew any then current lease (or enter into a new lease with the same tenant even if no extension or renewal rights are contained in the then current lease), Tenant shall have a one-time right (the “Right of First Offer”) to lease approximately 18,417 rentable square feet of sublease available space in the Building located directly across the main lobby from the Premises as shown on Exhibit E attached hereto 6 (the “Right of First Offer Expansion Space”) at such time as Landlord desires ). Sublessor shall use its reasonable efforts to offer the Right of First Offer Space to the public for lease. In such event, Landlord shall give written notice to Tenant notify Sublessee of the availability of the Right of First Offer Expansion Space and the anticipated date on which the Expansion Space will be vacated by existing subtenants. For a period of five (5) days following receipt of Sublessor’s written notice containing such information, Sublessee shall have the right of first offer to sublease the Expansion Space commencing on the date set forth in Sublessor’s notice and on the same terms and conditions on as those contained in the notice, which Landlord intends shall be the then current “Market Rental Rate” for comparable steel frame and glass buildings in the UTC submarket offering covered parking. “Market Rental Rate” means the average per square foot rental rate per month for comparable space pursuant to offer it fully executed subleases or leases and approximately the same number of months, executed by existing tenants in the Building for comparable space expansions during the twelve (12) months immediately prior to the public date upon which such Market Rental Rate is to become effective and Tenant payable under the terms of this Sublease, where the rates for such expansions were not set in such leases, subject to reasonable adjustments for comparable space on more desirable, or less desirable floors or areas of the Building. If no such comparable space has been leased during such twelve (12) month period, the rental rates used for purposes of this provision shall have a period of ten (10) business days thereafter in which to exercise Tenant’s right to lease the Right of First Offer Space pursuant be adjusted to the amounts Sublessor would have used had leases for such comparable space been entered. In all cases, such rates shall be determined inclusive of any free rent periods, improvement allowances, takeover lease obligations, or other economic incentives; however, any such economic incentives generally provided by Sublessor in such comparable expansion subleases shall also be provided to Sublessee. In addition, if such comparable expansion leases include base years, tax or expense stops or other provisions respecting taxes or operating expenses, or include any other economic provisions, such as but not limited to consumer price index provisions, utility reimbursements or fixed rent increases, the same shall be included in the expansion terms to Sublessee. If Sublessee fails to elect to sublease the Expansion Space within said five (5) day period, Sublessor shall be entitled to place such Expansion Space on the open market for sublease by third parties on terms no more favorable than those upon which the Expansion Space was offered to Sublessee. Notwithstanding any provision of this Section 18 to the contrary, the rights granted herein shall be personal to the originally named Sublessee, and conditions contained in Landlord’s notice, failing which Landlord may lease the Right of First Offer Space not be exercised or assigned voluntarily or involuntarily by or to any third party on whatever basis Landlord desiresperson or entity other than the original Sublessee, and Tenant shall have no further rights with respect not be assignable. If the Expansion Space is currently not legally available to sublease, the foregoing expansion right shall be subject to the Right existing subtenants or occupants thereof renewing their existing leases and/or exercising any options to extend or expand, and in all events is subject and subordinate to any other rights of First Offer any other person or entity to sublease the Expansion Space. If Tenant exercises its Right of First Offer hereunder, effective as of if such rights have already been granted prior to the date that Landlord delivers the Right of First Offer Space to Tenant (the “Delivery Date”), the Right of First Offer Space shall automatically be included within the Premises and subject to all the terms and conditions of this Lease, except as set forth in Landlord’s notice and as follows:Sublease.

Right of First Offer. Provided that (a) there is no ongoing Event of Default From and (b) I-Therapeutix, Inc. or a Permitted Transferee shall then be in occupancy of at least 70% after the second anniversary of the entire Premises under this Lease at Commencement Date until the time it exercises any of the following rights set forth in this Article 41 and at the time the Right of First Offer Space (as hereinafter defined) Expiration Date, Tenant is to be added to the original Premises, subject to the rights of other tenants in the Building and subject to the given an on-going right of Landlord first offer with respect to extend or renew any then current lease space (or enter into a new lease with the same tenant even if no extension or renewal rights are contained in the then current lease)each case, Tenant shall have a one-time right (the “Right of First Offer”) to lease approximately 18,417 rentable square feet of space in the Building located directly across the main lobby from the Premises as shown on Exhibit E attached hereto (the “Right of First Offer Space”) at located on the first floor of the Building which becomes available for lease by Landlord. Landlord covenants and agrees in connection with its on-going leasing campaign for the first floor of the Building to use (except with respect to that certain proposed lease with Xxxxx and Partners covering approximately 7,242 Rentable Square Feet on the first floor for a three year initial lease term) its commercially reasonable efforts to cause any such time as Landlord desires to offer leases executed from and after the Right Effective Date for all or any portion of the First Offer Space to be for lease terms expiring no earlier than the public second anniversary of the Commencement Date and no later than the fourth anniversary thereof (the “Window Period”) and to use its commercially reasonable efforts to have a unit of space of approximately 17,098 to 20,000 rentable square feet come available for lease by Tenant during the Window Period. As soon as reasonably practical after Landlord determines that such First Offer Space will become available for lease. In such event, Landlord shall give send Tenant written notice to (the “First Offer Space Notice”) advising Tenant of the availability size and configuration of the Right of First Offer Space and the terms and conditions on which Landlord intends to offer it to the public and Tenant shall have a period of ten (10) business days thereafter in which to exercise Tenant’s right to lease the Right of First Offer Space pursuant to the terms and conditions contained in Landlord’s notice, failing which Landlord may lease the Right of First Offer Space to any third party on whatever basis Landlord desires, and Tenant shall have no further rights with respect to the Right of First Offer Space. If Tenant exercises its Right of First Offer hereunder, effective as of the date that Landlord delivers the Right of First Offer Space to Tenant (the “Delivery Date”), the Right of First Offer Space shall automatically be included within become part of the Premises (the “First Offer Space Commencement Date”) and subject the Fixed Rent which Landlord proposes for the First Offer Space (the “Offer Space Fixed Rent”); which First Offer Space Fixed Rent shall be 95% of the then current fair market value for comparable office space in Comparable Buildings; provided that in no event shall the Offer Space Fixed Rent be greater than 110% of the then current Fixed rent for the Premises as of the anticipated First Offer Space Commencement Date (the “Current Fixed Rent”) or less than the Current Fixed Rent. In addition, Tenant shall be entitled to all receive a tenant improvement allowance in an amount equal to the terms product of $5.00 and conditions the Rentable Square Footage of this Lease, except as set forth in Landlord’s notice and as follows:the First Offer Space (the “First Offer Space Allowance”). Within 10 Business Days

Right of First Offer. Provided Subject to the provisions set forth hereinafter, Tenant will have a right of first offer to lease from Landlord all rentable space in the building located at building located at 0000 Xxxxxxxx Xxxxxx, Xxx Xxxx, Xxxxxxxxxx (the “Additional Premises”), on the same terms as contained in this Lease for the Premises, except that (ai) there is no ongoing Event of Default the rent abatement rights and (b) I-Therapeutix, Inc. or a Permitted Transferee shall then be in occupancy of at least 70% of the entire Premises leasehold improvement allowance granted under this Lease at the time it exercises any in respect of the following rights initial Premises will not apply to the Additional Premises; (ii) the Work Letter attached hereto will not apply to the Additional Premises; (iii) the Base Rental due for such Additional Premises will be as set forth in this Article 41 and at the time the Right of First Offer Space Paragraph; (as hereinafter definediv) is to be added references in this Lease to the original Premises, subject Building would instead refer to the rights of other tenants particular building in which the Additional Premises are located; and (v) in the Building and subject to event that the right of Landlord to extend or renew any then current lease (or enter into a new lease with the same tenant even if no extension or renewal rights are contained in the then current lease), Additional Premises leased by Tenant shall have a one-time right (the “Right of First Offer”) to lease approximately 18,417 is less than all rentable square feet of space in the Building located directly across the main lobby from the Premises as shown on Exhibit E attached hereto (the “Right building in which such space is located, then Tenant’s lease of First Offer Space”) at such time space will be subject to such reasonable restrictions, rules, limitations, and regulations as Landlord desires to offer reasonably deems necessary or appropriate in the Right context of First Offer Space a multi-tenant building lease, as contrasted with this Lease which is a lease for space in a single-tenant building. The Base Rental for the Additional Premises will be at a rate equal to the public for lease. In Fair Market Rent (as defined in Exhibit J-1, but with references therein to “Premises” to such event, Landlord shall give written notice to Tenant of the availability of the Right of First Offer Space and the terms and conditions on which Landlord intends to offer it to the public and Tenant shall have a period of ten (10) business days thereafter in which to exercise Tenant’s right to lease the Right of First Offer Space pursuant to the terms and conditions contained in Landlord’s notice, failing which Landlord may lease the Right of First Offer Space to any third party on whatever basis Landlord desires, and Tenant shall have no further rights with respect to the Right of First Offer SpaceAdditional Premises). If Tenant exercises its Right right of First Offer hereunderfirst offer, effective Landlord will grant to Tenant a leasehold improvement allowance equal to the Fair Market Allowance (as defined in Exhibit J-1), which Tenant may apply toward Tenant’s initial leasehold improvements (upon which Landlord and Tenant must mutually agree) to the Additional Premises. All costs of such leasehold improvements in excess of such allowance will be borne by Tenant. Such leasehold improvements will be performed by Tenant, and such allowance will be disbursed by Landlord, subject and pursuant to a work letter under which the tenant performs the work using an allowance, which work letter will be prepared by Landlord and substantially the same as the Work Letter attached hereto as Exhibit D. Landlord’s Work (as defined in Paragraph 7.2) will not apply to the Additional Premises, but Landlord will deliver to Tenant possession of the Additional Premises in Turnover Condition (as defined in Paragraph 7.2). Landlord agrees that the electrical system, mechanical system, heating, ventilation and air conditioning system; plumbing system, and fire sprinkler system, serving the Additional Premises and the roll up doors servicing the Additional Premises shall be in good working condition and operable, and the decks and roof covering the Additional Premises shall be water tight, all of the foregoing as of the date that Landlord delivers possession of the Right Additional Premises to Tenant. Except to the extent caused by the acts or omissions of First Offer Space Tenant or a Tenant Party (as defined in Paragraph 9.3) or by any alterations or improvements performed by or on behalf of Tenant, if such systems are not in good working order or the roof is not water tight as of the date possession of the Additional Premises is delivered to Tenant and Tenant provides Landlord with notice of the same within ninety (90) days following delivery of such possession, Landlord shall be responsible for repairing or restoring the same. If Tenant fails to give such notice within such 90-day period, then the Additional Premises will conclusively be presumed to have been in good and satisfactory condition when possession was delivered. If Tenant gives such notice within such 90-day period, then the Additional Premises will conclusively be presumed to have been in good and satisfactory condition when possession was delivered except as noted in such notice. Except as otherwise expressly set forth in this Paragraph, Tenant will be deemed to have accepted the Additional Premises in “Delivery Date”)as-is” condition, the Right of First Offer Space shall automatically be included within the Premises and subject to all the terms except as otherwise expressly set forth in this Paragraph and conditions of except for Landlord’s ongoing repair and maintenance obligations as set forth in this Lease, except Landlord will have no additional obligation to improve, renovate or remodel the Additional Premises or any portion of the Building or provide any allowance therefor as a result of Tenant’s exercise of its right of first offer. Landlord’s obligation to replace the roof as set forth in the last sentence of Paragraph 9.3 will not apply to the Additional Premises. If Tenant’s net worth at the time Tenant exercises its right of first offer is less than 90% of Tenant’s net worth as of December 31, 2011 (as set forth on Tenant’s 10-Q for the quarterly period ended 12-31-2011), Landlord may reasonably require a commercially reasonable security deposit or letter of credit (or a commercially reasonable increase in any existing security deposit or letter of credit under this Lease) before disbursing any such allowance; if Tenant’s net worth at the time Tenant exercises its right of first offer is at least 90% of Tenant’s net worth as of December 31, 2011 (as set forth on Tenant’s 10-Q for the quarterly period ended 12-31-2011), then the required security deposit or letter of credit under this Lease will be increased by an amount equal to the last month’s Base Rental for the Additional Premises, and Tenant will provide Landlord with such increase as a condition to Landlord’s disbursement of such allowance. Tenant will provide Landlord with reasonable evidence of such net worth (or make the same available to Landlord on the internet) promptly after Tenant exercises such right of first offer. The provisions of this Paragraph will apply to all or any of the Additional Premises as all or any of the Additional Premises may become available for lease, subject and subordinate to the following expansion, renewal, and extension rights and options: 5-year extension option held by Pillar Data Systems, Inc. (and its successors and assigns) on 0000 Xxxxxxxx Xxxxxx; and, and to any extensions or renewals of existing leases for the Additional Premises. However, Tenant may not exercise its rights under this Paragraph as to less than all of the Additional Premises offered by Landlord. Within 10 days following receipt of written notice from Landlord that all or some of the Additional Premises is available for lease (which notice Landlord may not give more than 10 months prior to the end of the lease term of the applicable Additional Premises) and of Landlord’s determination of Fair Market Rent and Fair Market Allowance for such Additional Premises, Tenant will deliver to Landlord a written notice in which Tenant (i) elects to exercise its right of first offer for the Additional Premises set forth in Landlord’s notice and accepts the terms stated in Landlord’s notice, (ii) elects to exercise its right of first offer for the Additional Premises set forth in Landlord’s notice but disputes Landlord’s determination of Fair Market Rent or Fair Market Allowance or both, in which case the parties will proceed with the dispute resolution mechanism set forth in Exhibit J-2; or (iii) declines to exercise its right of first offer for the Additional Premises set forth in Landlord’s notice Term, in which case Tenant’s right of first offer will lapse and be of no further force and effect with respect to the offered portion of the Additional Premises only. If Tenant fails to notify Landlord within such period, time being of the essence, then Tenant’s right of first offer will lapse and be of no further force and effect with respect to the offered portion of the Additional Premises only. If Tenant exercises the right granted herein, Landlord will prepare, and Landlord and Tenant will enter into, a commercially reasonable amendment to this Lease to incorporate the respective portion of the Additional Premises and to make necessary adjustments to the Base Rental and similar provisions of this Lease. If Tenant fails to execute and deliver to Landlord the requisite amendment to this Lease within 30 days after Landlord’s delivery of such amendment to Tenant, Landlord may elect, in its sole and absolute discretion, to notify Tenant in writing that if Tenant fails to execute and deliver such amendment within 10 days after Landlord’s delivery of such notice, that such failure may result in the voiding of Tenant’s exercise of such right of first offer or an Event of Default or both; if Landlord delivers such notice and Tenant fails to execute and deliver to Landlord the requisite amendment to this Lease within 10 days after Landlord’s delivery of such notice to Tenant, such failure (i) will, if Landlord so elects in Landlord’s sole and absolute discretion, render Tenant’s exercise of such right of first offer null and void; and (ii) will, if Landlord’s so elects in Landlord’s sole and absolute discretion, constitute an Event of Default. The foregoing right of first offer may not be severed from this Lease or separately sold, assigned or transferred and is subject to the following additional conditions, namely: (a) that Tenant’s right of first offer will expire on the 6th anniversary of the Commencement Date of the initial Lease Term; (b) that the Lease Term for any Additional Premises will run concurrently with this Lease; (c) that, at the time that Tenant exercises this right of first offer for any Additional Premises, no Event of Default exists; (d) that Tenant has not been in Monetary Default (as follows:defined in Paragraph 35) under the Lease two or more times during the 24-month period immediately preceding the applicable deadline for Tenant’s exercise of its right of first offer as set forth above; (e) that Fusion-io, Inc. has not assigned the Lease (other than to Permitted Affiliated Transferees) and has not subleased more than 20,000 rentable square feet (other than to Permitted Affiliated Transferees).

Right of First Offer. Provided that (a) there is no ongoing Event Prior to execution of Default and (b) I-Therapeutix, Inc. or a Permitted Transferee shall then be in occupancy of at least 70% of lease for the entire Premises under this Lease at the time it exercises any of the following rights set forth in this Article 41 and at the time the Right of First Offer Space (as hereinafter defined) is to be added to the original Premises, subject to the rights of other tenants in the Building and subject to the right of Landlord to extend or renew any then current lease (or enter into a new lease with the same tenant even if no extension or renewal rights are contained in the then current lease), Tenant shall have a one-time right (the “Right of First Offer”) to lease approximately 18,417 rentable 15,000 square feet of space in the Building located directly across the main lobby from the Premises as shown Rentable Area depicted on Exhibit E EXHIBIT C-1 attached hereto (the “Right of "First Offer Space”"), during the first four (4) at such time years of the Term of this Lease, and so long as Tenant is not then in default under this Lease, Landlord desires will notify Tenant of the terms and conditions upon which it would be willing to offer lease the Right of First Offer Space to the public for leaseTenant. In such event, Landlord shall give written notice to Tenant of the availability of the Right of First Offer Space and the terms and conditions on which Landlord intends to offer it to the public and Tenant shall have a period of If within ten (10) business days thereafter after receipt of Landlord's notice, Tenant agrees in which writing to exercise lease the First Offer Space at the current market rate then being charged by Landlord for comparable space in the Building and upon such terms and conditions set forth in Landlord's notice, Landlord and Tenant will execute an amendment to this Lease adding the First Offer Space to the Premises within ten (10) business days after Landlord's receipt of Tenant’s 's notice of intent to lease upon all the same terms as this Lease except as modified by the terms in Landlord's notice. If Tenant does not deliver its notice of intent to lease the First Offer Space or elects not to lease the First Offer Space within such 10 business-day period, then this right of first offer to lease the First Offer Space will lapse and be of no further effect and Landlord will have the right to lease the Right of First Offer Space pursuant to the terms and conditions contained in Landlord’s notice, failing which Landlord may lease the Right of First Offer Space to any third party on whatever basis Landlord desiresthe same or any other terms and conditions, whether or not such terms and conditions are more or less favorable than those offered to Tenant. The right granted to Tenant shall have no further rights with respect under this paragraph is personal to Tenant and to any Permitted Transferee; furthermore, in the Right event of First Offer Space. If any assignment of this Lease to a party other than a Permitted Transferee or a sublease to a party other than a Permitted Transferee Tenant exercises its Right of First Offer hereunder, effective as more than fifty percent (50%) of the date that Landlord delivers Premises, this right of first offer to lease the Right of First Offer Space to Tenant (the “Delivery Date”), the Right of First Offer Space shall automatically thenceforth be included within the Premises null and subject to all the terms void and conditions of this Lease, except as set forth in Landlord’s notice no further force and as follows:effect.

Right of First Offer. Provided that (a) there Tenant is no ongoing Event not, and has not been, in default of Default any terms and (b) I-Therapeutix, Inc. or a Permitted Transferee shall then be in occupancy conditions of at least 70% of the entire Premises under this Lease at the time it exercises any of the following rights set forth in this Article 41 and at the time the Right of First Offer Space (as hereinafter defined) is to be added to the original Premises, subject to the rights of other tenants in the Building and subject to the right of Landlord to extend or renew any then current lease (or enter into a new lease with the same tenant even if no extension or renewal rights are contained in the then current lease)Lease, Tenant shall have a one-time right of first offer to lease or purchase the entire building or site of approximately 55,000 square feet (the “Right of First Offer”"Expansion Space") that is adjacent to lease approximately 18,417 rentable square feet of space in the Building located directly across the main lobby from the Premises Building, as shown on Exhibit E attached hereto (the “Right of First Offer Space”) at such time as such Expansion Space is made available for lease or purchase by Landlord. Upon notification by Landlord desires to offer the Right of First Offer Space to the public for lease. In such event, Landlord shall give written notice to Tenant in writing of the availability of the Right of First Offer Expansion Space and the terms and conditions on which Landlord intends is willing to offer it lease such Expansion Space to the public and Tenant, Tenant shall have a period of ten five (105) business days thereafter to notify Landlord in which writing of Tenant's desire to exercise Tenant’s 's right to lease the Right of First Offer Space pursuant to first offer on the terms and conditions contained in Landlord’s noticeconditions. In the event Tenant fails to give Landlord notice of Tenant's election to lease such Expansion Space within such time period, failing which Landlord may lease the Right of First Offer Space to any third party on whatever basis Landlord desires, and Tenant shall have no further rights with respect to right, title or interest in such Expansion Space and this right of first offer shall terminate. If, on the Right of First Offer Space. If other hand, Tenant exercises its Right right of First Offer hereunderfirst offer in the manner prescribed, Tenant shall immediately deliver to Landlord payment for the first month's rent for such Expansion Space (in the same manner as provided for in this Lease), and the lease for such Expansion Space shall be consummated without delay in accordance with the terms and conditions set forth in Landlord's notice. Notwithstanding anything to the contrary herein contained, Tenant's right to the Expansion Space shall be conditioned upon the following: (i) at the time Tenant agrees to accept the Expansion Space and at the time of the commencement of the term for the Expansion Space, Tenant or its Affiliates shall be in possession of and occupying the primary premises for the conduct of its business therein and the same shall not be occupied by any assignee, subtenant or licensee and, provided further, that the option for additional space shall be applicable hereunder only in the Expansion Space will actually be occupied by Tenant and (ii) the agreement of acceptance shall constitute a representation by Tenant to Landlord, effective as of the date of the agreement of acceptance and as of the date of commencement of the lease for the Expansion Space, that Landlord delivers Tenant does not intend to assign the Right lease for the Expansion Space, in whole or in part or sublet all or any portion of First Offer Space to Tenant (the “Delivery Date”)Premises, the Right election to expand being for the purpose of First Offer utilizing the Expansion Space shall automatically be included within for Tenant's purposes in the Premises and subject to all the terms and conditions conduct of this Lease, except as set forth in Landlord’s notice and as follows:Tenant's business therein.

Right of First Offer. Provided that (a) there is no ongoing Event of Default and (b) I-Therapeutix, Inc. Prior to leasing all or a Permitted Transferee shall then be in occupancy of at least 70% any part of the entire Premises under this Lease at space commonly known as Suites 201 and 203 (consisting of approximately 4,070 and 12,984 square feet of net rentable area, as applicable, and hereinafter referred to as the time it exercises any of the following rights set forth in this Article 41 and at the time the Right of First Offer Space (as hereinafter defined) is to be added to the original Premises, subject to the rights of other tenants in the Building and subject to the right of Landlord to extend or renew any then current lease (or enter into a new lease with the same tenant even if no extension or renewal rights are contained in the then current lease“Reserved Area”), Landlord shall provide Tenant shall have a one-time right with written notice (the “Right of First OfferNew Availability Notice”) of the portion of the Reserved Area which Landlord is willing to lease approximately 18,417 rentable square feet of space in the Building located directly across the main lobby from the Premises as shown on Exhibit E attached hereto (the “Right of First Offer SpaceNew Expansion Area”) at such time as Landlord desires to offer the Right of First Offer Space to the public for lease. In such event, Landlord shall give written notice to Tenant of the availability of the Right of First Offer Space and the Base Rent and other lease terms and conditions on for which Landlord intends is willing to offer it to lease the public and Tenant shall have a period of New Expansion Area. If Tenant, within ten (10) business days thereafter after receipt of the New Availability Notice indicates in which to exercise Tenant’s right writing its agreement to lease the Right of First Offer Space New Expansion Area on the terms and conditions set forth in the New Availability Notice, the New Expansion Area shall be included within the Premises and leased to Tenant pursuant to the terms and conditions contained in Landlord’s notice, failing which Landlord may lease the Right of First Offer Space to any third party on whatever basis Landlord desires, and Tenant shall have no further rights with respect to the Right of First Offer Space. If Tenant exercises its Right of First Offer hereunder, effective as of the date that Landlord delivers the Right of First Offer Space to Tenant (the “Delivery Date”), the Right of First Offer Space shall automatically be included within the Premises New Availability Notice and subject to all otherwise on the terms and conditions of this the Lease; provided, except however, that (i) the Base Rent for the New Expansion Area shall be as set forth in Landlordthe New Availability Notice, (ii) Tenant’s notice Share of Operating Expenses shall be adjusted to reflect the addition of the New Expansion Area, (iii) any Tenant Construction Allowance shall be as set forth in the New Availability Notice, and as follows:(iv) the Expiration Date for the New Expansion Area shall be the Expiration Date set forth in the Lease, which shall include any additional terms, if any. If Tenant does not indicate, within such ten (10) business days after receipt of the New Availability Notice, its agreement to lease the New Expansion Area, Landlord thereafter shall have the right to lease the New Expansion Area to any third party upon the same terms that were offered to Tenant in the New Availability Notice. The right of first offer set forth herein is available to Tenant on a continual basis until the Expiration Date.

Right of First Offer. Provided that (a) there Tenant fully occupies the Premises and has not assigned this Lease to any other party and that no event of default or condition which with the giving of notice or the passage of time, or both, would constitute an event of default then exists, unless the same is no ongoing Event of Default and (b) I-Therapeutixcured within the applicable cure period, if any, Landlord shall offer to Tenant, before offering to any party unrelated to Landlord, other than Whole Foods Market Group, Inc. or which has a Permitted Transferee prior right on the Offer Space, the space contiguous to the Premises shown on. Exhibit A.-i attached hereto consisting of approximately 4,363 square feet of Rentable Floor Area (the “Offer Space”). Any such offer by Landlord to Tenant shall then be in occupancy of at least 70% of the entire Premises under this Lease at the time it exercises any of the following rights set forth in this Article 41 and at the time the Right of First Offer Space (as hereinafter defined) is to be added to the original Premises, subject to the rights of other tenants in the Building and subject to the right of a written notice from Landlord to extend or renew any then current lease (or enter into a new lease with Tenant setting forth the same tenant even if no extension or renewal rights are contained in Landlord’s determination of Fair Market Rent and the then current lease), Tenant shall have a one-time right (the “Right of First Offer”) to lease approximately 18,417 rentable square feet of space in the Building located directly across the main lobby from the Premises as shown on Exhibit E attached hereto (the “Right of First Offer Space”) at such time as other material business terms under which Landlord desires proposes to offer the Right of First Offer Space to on the public for leasemarket (“Landlord’s Notice”). In such event, If Tenant notifies Landlord shall give written notice to Tenant of the availability of the Right of First Offer Space and the terms and conditions on which Landlord intends to offer it to the public and Tenant shall have a period of in writing within ten (10) business days thereafter in which after Xxxxxxxx’s Notice that it elects to exercise Tenant’s right to lease rent the Right of First Offer Space pursuant to upon the terms and conditions contained in Landlord’s notice, failing which Landlord may lease the Right of First Offer Space to any third party on whatever basis Landlord desires, and Tenant shall have no further rights with respect to the Right of First Offer Space. If Tenant exercises its Right of First Offer hereunder, effective as of the date that Landlord delivers the Right of First Offer Space to Tenant (the “Delivery Date”), the Right of First Offer Space shall automatically be included within the Premises and subject to all the terms and conditions of this Lease, except as set forth in Landlord’s Notice (“Tenant’s Notice”), Landlord and Tenant shall within thirty (30) days after Landlord’s Notice execute a written lease in substantially the form of this Lease (except for the terms contained in the offer) or, at Landlord’s option an amendment to this Lease, under which Tenant shall lease the Offer Space upon the business terms set forth in Landlord’s Notice and otherwise upon terms consistent with this Lease (the “New Lease”), unless Tenant notifies Landlord that it disagrees with Landlord’s determination, of Fair Market Rent, in which event, Fair Market Rent shall be determined as set forth in section 2.5 below, and the New Lease shall be entered into within thirty (30) days after Fair Market Rent is determined as provided in Section 2.5. If Tenant does not notify Landlord in writing within ten (10) days after Landlord’s Notice that it elects to rent the Offer Space upon the terms set forth in Landlord’s Notice, or if Tenant provides Xxxxxx’s Notice to Landlord but fails to execute the New Lease within thirty (30) days after Landlord’s Notice or the determination of Fair Market Rent, as applicable, Landlord shall be free to lease the Offer Space to any other party on whatever terms Landlord may negotiate with such other party, even if such terms are more favorable than those set forth in Landlord’s Notice. Tenant’s failure to execute the New Lease after electing to rent the Offer Space as provided above, shall constitute a default by Tenant hereunder, unless such failure was caused by Landlord or unless such failure is cured within thirty (30) days of Landlord’s notice and as follows:to Tenant of such default.

Right of First Offer. Provided that If Landlord at any time during the term of this Lease determines it wishes to sell or otherwise transfer the Real Estate, Landlord must first provide Tenant with a notice (a"Notice of Sale") there is no ongoing Event of Default and (b) I-Therapeutix, Inc. or a Permitted Transferee shall then be in occupancy of at least 70% of the entire Premises proposed terms under this Lease at the time it exercises any of the following rights set forth in this Article 41 and at the time the Right of First Offer Space (as hereinafter defined) is to be added to the original Premises, subject to the rights of other tenants in the Building and subject to the right of Landlord to extend or renew any then current lease (or enter into a new lease with the same tenant even if no extension or renewal rights are contained in the then current lease), Tenant shall have a one-time right (the “Right of First Offer”) to lease approximately 18,417 rentable square feet of space in the Building located directly across the main lobby from the Premises as shown on Exhibit E attached hereto (the “Right of First Offer Space”) at such time as Landlord desires to offer the Right of First Offer Space to the public for lease. In such event, Landlord shall give written notice to Tenant of the availability of the Right of First Offer Space and the terms and conditions on which Landlord intends to offer it the Real Estate for sale or upon which Landlord intends to the public accept an offer for purchase, including purchase price, closing date and other material business terms. Tenant shall have a period thirty (30) days following the date of ten (10) business days thereafter in Landlord's Notice of Sale within which to exercise give a notice ("Notice of Purchase") to Landlord of Tenant’s right 's election to lease purchase the Right Real Estate upon all of First Offer Space pursuant the terms set forth in the Notice of Sale. In the event Tenant does provide Landlord with a Notice of Purchase, then Landlord shall sell the Real Estate to Tenant upon the terms set forth in the Notice of Sale (and at the purchase price set forth in the Notice of Sale) and such other terms and conditions contained as are set forth in the Chicago Title Insurance Company (Form B) Real Estate Sales Contract (for commercial or industrial properties) or such other similar standard form of agreement as may be then in use in the Hartford, CT metropolitan area, except that any such form agreement shall be modified to provide that (x) in the event of a default by either party thereunder, the non-defaulting party shall be entitled to pursue any and all of its legal and equitable remedies, and (y) Landlord’s notice's conveyance of the Premises shall be by special warranty or trustee's deed, failing which as appropriate. Any sale by Landlord may lease to Tenant pursuant to this Section 28.1 or Section 28.2 below shall be "as is" and Landlord shall not be required to make any representation or warranty whatsoever as to the Right condition of First Offer Space the Real Estate or as to any other matter. If Tenant has not given Landlord a Notice of Purchase during the thirty-day period referred to above, Tenant's rights under this Section 28.1 shall be deemed waived and of no further force or effect and Landlord shall be free to sell or otherwise transfer the Real Estate to any third party on whatever basis Landlord desires, and Tenant shall have no further rights with respect to the Right same terms contained in the Notice of First Offer SpacePurchase. If Tenant exercises its Right of First Offer hereunder, effective as Landlord and such third party fail to execute a valid and enforceable contract for the sale of the date that Premises on the same terms contained in the Notice of Sale within one hundred eighty (180) days of the Notice of Purchase or if Landlord delivers enters into such contract with such third party and fails to consummate the Right sale , then Tenant=s right of First Offer Space to Tenant (the “Delivery Date”), the Right of First Offer Space first offer under this Section 28.1 shall automatically be included within the Premises and subject to all the terms and conditions of this Lease, except as set forth in Landlord’s notice and as follows:reinstated.

Right of First Offer. Provided that (a) there is no ongoing Event of Tenant Default and (b) I-Therapeutix, Inc. or a Permitted Transferee shall then be in occupancy of at least 70% of the entire Premises under this Lease at has occurred, or is continuing, and subject to any pre-existing rights, if any, of any other tenant in the time it exercises any Building, including, without limitation, existing extension, expansion, option or modification rights, during the initial Term hereof and before Landlord offers to lease all of the following rights set forth in this Article 41 and at the time the Right of First Offer Space (as hereinafter defined) is to be added to the original Premises, subject to the rights of other tenants space in the Building and subject to on the right of Landlord to extend or renew any then current lease sixth floor (or enter into a new lease with the same tenant even if no extension or renewal rights are contained in the then current lease“ROFO Space”), Tenant but specifically excluding the ROFR Space which shall have a one-time right be governed exclusively by Article 49 above (the “Right of First Offer”) to lease approximately 18,417 rentable square feet of space in the Building located directly across the main lobby from the Premises as shown on Exhibit E attached hereto (the “Right of First Offer Space”) at such time as Landlord desires to offer the Right of First Offer Space to the public for lease. In such event), Landlord shall give written notice to notify Tenant in writing (“Landlord’s Notice”) of the availability of the ROFO Space, the square footage of the ROFO Space available and the rental rate therefor (“Rental Terms”). If within five (5) business days after Tenant’s receipt of Landlord’s written notice hereunder, Tenant notifies Landlord in writing of its intent to lease all of the ROFO Space offered in Landlord’s Notice, then Landlord and Tenant shall execute an amendment to this Lease, which such amendment shall include the Rental Terms and which shall specifically include comparable furniture at Landlord’s expense as is to be provided under the terms of this Lease, as more fully described in the attached Exhibit H, and be in a form mutually agreeable to the parties, for all of the ROFO Space within fifteen (15) calendar days after Landlord’s receipt of Tenant’s notice of intent to lease. If Tenant does not deliver its notice of intent to lease all of the ROFO Space so offered in Landlord’s Notice within such five (5) day period, or if Landlord and Tenant do not enter into a fully executed lease amendment for all of the ROFO Space offered in Landlord’s Notice within such fifteen (15) day period, then Tenant’s Right of First Offer Space to Lease and Landlord’s obligations hereunder shall terminate for a period of nine (9) months and Landlord will have the right to lease for a period of nine (9) months the space identified in the Landlord’s Notice to a third party on the same or any other terms and conditions, irrespective of whether such terms and conditions on which Landlord intends are more or less favorable than those offered to offer it to Tenant. Except as otherwise expressly provided below, the public and Tenant term for the ROFO Space shall have a period be coterminous with the term of ten (10) business days thereafter in which to exercise Tenant’s right to lease this Lease. Notwithstanding the Right of First Offer Space pursuant to the terms and conditions contained in Landlord’s noticeforegoing, failing which Landlord may lease the Right of First Offer Space to any third party on whatever basis Landlord desires, and Tenant shall have no further rights with respect to the Right of First Offer Space. If if Tenant exercises its Right of First Offer hereunder, effective as hereunder during the last two (2) years of the date that Landlord delivers the Right of First Offer Space to Tenant (the “Delivery Date”), the Right of First Offer Space shall automatically be included within the Premises and subject to all the terms and conditions initial Term of this Lease, except then the term for the entire Premises (including the ROFO Space) shall be extended for a period of five (5) additional years following the expiration of the initial Term, and the rental rate shall be at the then fair market rental value, as set forth reasonably determined by the parties in accordance with terms of Paragraph 51 herein. The exercise by Tenant of its rights under this Paragraph shall not be construed in any way as granting Tenant the right to vacate the Premises or to terminate the Lease of the Premises unless agreed to by Landlord in its sole and absolute discretion. The rights granted to Tenant hereunder are personal to Tenant and shall not be assignable without Landlord’s notice prior written consent, which Landlord may hold in its sole and as follows:absolute discretion.

Right of First Offer. Provided that (a) there It is no ongoing Event of Default and (b) I-Therapeutix, Inc. or a Permitted Transferee shall then be in occupancy of at least 70% the intent of the entire Premises parties that additional PGA Vacation Resorts will be developed at other properties identified by PGA for development by PGA or its Affiliates as PGA Golf Facilities. PGA hereby grants to Vistana a right of first offer to be the developer of a Vacation Resort with respect to any PGA Golf Facility hereafter developed, licensed or operated by PGA or any PGA Affiliate. PGA shall provide written notice to Vistana of any property or project (a "Proposed Project") under this Lease at consideration for development, licensure or operation by PGA or any PGA Affiliate within thirty (30) days after the time it exercises any Proposed Project is identified. Such written notice shall include the location of the following rights set forth Proposed Project, the type of PGA Golf Facility under consideration and such other information as is available at that time. Each of PGA and Vistana will undertake at their own expense such investigations of the Proposed Project as each party determines is necessary or desirable in this Article 41 and at evaluating the time Proposed Project. If PGA shall determine that it does not intend to pursue the Right of First Offer Space (as hereinafter defined) is to be added to the original PremisesProposed Project, subject to the rights of other tenants in the Building and subject to the right of Landlord to extend or renew any then current lease (or enter into a new lease with the same tenant even if no extension or renewal rights are contained in the then current lease), Tenant shall have a one-time right (the “Right of First Offer”) to lease approximately 18,417 rentable square feet of space in the Building located directly across the main lobby from the Premises as shown on Exhibit E attached hereto (the “Right of First Offer Space”) at such time as Landlord desires to offer the Right of First Offer Space to the public for lease. In such event, Landlord PGA shall give written notice of such determination to Tenant Vistana whereupon Vistana shall be permitted, but not obligated, to develop such Proposed Project in such manner as Vistana determines appropriate for Vistana's own account and not as a PGA Vacation Resort. If Vistana shall determine that it does not intend to pursue the Proposed Project, Vistana shall give written notice of such determination to PGA whereupon PGA shall be permitted, but not obligated, to develop, or cause to be developed, such Proposed Project in such manner as PGA determines appropriate, including any Vacation Ownership Interest component thereof; provided, however, that such Vacation Ownership Interest component shall not be permitted to use the availability of name "Professional Golfers Association," "PGA" or any similar name or the Right of First Offer Space PGA logo except in connection with a location identifier (such as "Holiday Vacation Ownership Resort at PGA Grand Development" or "Holiday Vacation Ownership Resort at PGA Golf Course") for any Vacation Resort. If the parties both elect to pursue the Proposed Project, then the parties, or the appropriate Affiliates thereof, shall enter into agreements in form and the terms and conditions on which Landlord intends to offer it substance similar to the public Land Agreement, Marketing and Tenant shall have a period of ten (10) business days thereafter in which to exercise Tenant’s right to lease the Right of First Offer Space pursuant to the terms Promotion Agreement, Golf Course Access Agreement and conditions contained in Landlord’s notice, failing which Landlord may lease the Right of First Offer Space to any third party on whatever basis Landlord desires, and Tenant shall have no further rights such other agreements as are entered into with respect to the Right of First Offer Space. If Tenant exercises its Right of First Offer hereunderInitial Resort, effective with such adjustments as are reasonably necessary given the particular circumstances of the date that Landlord delivers the Right of First Offer Space Proposed Project. Any future PGA Vacation Resort shall include in its name "PGA Vacation Resort by Vistana" unless otherwise agreed to Tenant (the “Delivery Date”), the Right of First Offer Space shall automatically be included within the Premises and subject to all the terms and conditions of this Lease, except as set forth in Landlord’s notice and as follows:by both parties.

Right of First Offer. Provided that (a) there is no ongoing Event of Default and (b) I-Therapeutix, Inc. or a Permitted Transferee shall then be in occupancy of at least 70% of the entire Premises under this Lease at the time it exercises any of the following rights set forth in this Article 41 and at the time the Right of First Offer Space (as hereinafter defined) is to be added to the original Premises, subject Subject to the rights of other any existing tenants in the Building and subject to Building, if during the right First Offer Period (as said term is hereinafter defined), all or any portion of Landlord to extend or renew any then current lease (or enter into a new lease with the same tenant even if no extension or renewal rights are contained leasable space located in the then current lease), Tenant shall have a one-time right Building (the “Right of "First Offer Space") shall become "available for leasing" (as said term is hereafter defined) and provided that the "Offer Conditions" (as hereafter defined) are then satisfied, then prior to executing a lease for such First Offer Space or part thereof, Landlord shall first submit to Tenant a written offer (the "Offer”") to lease approximately 18,417 rentable square feet of space in the Building located directly across the main lobby from the Premises as shown on Exhibit E attached hereto (the “Right of First Offer Space”) at such time as Landlord desires to offer the Right of First Offer Space to the public for lease. In such event, Landlord shall give written notice to Tenant all of the availability such available portion of the Right of First Offer Space and the terms and conditions on which Landlord intends to offer it to the public and Tenant shall have a period of ten (10) business days thereafter in which to exercise Tenant’s right to lease the Right of First Offer Space pursuant to the terms and conditions contained in Landlord’s notice, failing which Landlord may lease the Right of First Offer Space to any third party on whatever basis Landlord desires, and Tenant shall have no further rights with respect to the Right of First Offer Space. If Tenant exercises its Right of First Offer hereunder, effective as of the date that Landlord delivers the Right of First Offer Space to Tenant upon such terms and conditions (including, without limitation, lease term and Fixed Annual Base Rent) as are specified by Landlord in such Offer as (subject to the provisions hereof in the case of the First Offer Space Fixed Annual Base Rent and the Offer Space Initial Term, as said terms are hereinafter defined) determined by Landlord in its sole and complete discretion. Landlord's Offer to Tenant shall specify, among other things: (i) the location and rentable area of the Offered Space (as said term is hereinafter defined); (ii) the date (the “Delivery "Anticipated Availability Date”") which Landlord anticipates that such Offered Space shall be vacant and unleased; (iii) the Fixed Annual Base Rent (the "First Offer Space Fixed Annual Base Rent") portion of the Annual Rent on a per square foot basis which Landlord proposes to charge for the Offered Space, including all fixed and/or indexed adjustments to said rate (it being understood that over and above such First Offer Space Fixed Annual Base Rent Tenant shall be obligated to pay all Additional Rent required to be paid under this Lease including, without limitation, Tenant's Pro Rata Share (increased to take into account the Offered Space) of real estate taxes, Tenant's Pro Rata Share (as increased to take into account the Offered Space) of Common Area Maintenance Expenses and all other charges, amounts, reimbursements and other sums required to be paid by Tenant under this Lease); (iv) the number of years or period to be included in the term for such Offered Space; (v) if there is a Gap Period (as said term is hereinafter defined), such additional terms with respect to the Premises as are set forth in Section 45.3 hereof; and (vi) such other terms as Landlord determines to include in the Offer. Except as may otherwise be expressly provided in the Offer: (i) there shall be no additional or separate Extension Option for any Offered Space; (ii) there shall be no free rent or reduced rent for any Offered Space; (iii) there shall be no Tenant Inducement Payment for any Offered Space nor shall Landlord have any obligation to make or pay for any improvements to the First Offer Space or to the Building; (iv) there shall be no extension of the First Offer Period; and (v) no additional Right of First Offer or other similar rights (but any then existing First Offer Rights set forth in this Section 45 shall not be affected). In addition to the First Offer Space Fixed Annual Base Rent portion of the Annual Rent, in each year during the Offer Space Initial Term (and any extension thereof) Tenant shall also be obligated to pay all Additional Rent required to be paid under this Lease including, without limitation, Tenant's Pro Rata Share of real estate taxes, Tenant's Pro Rata Share of Common Area Maintenance Expenses and all other charges, amounts, reimbursements or other sums payable by Tenant under the Lease, as amended by this Ninth Amendment and Tenant's Pro Rata Share shall increase in each First Offer Space Amendment to reflect the increase in the rentable square footage of the Premises allocable to Offered Space. If within fifteen (15) days after Landlord provides the Offer to Tenant, Tenant does not unconditionally accept the Offer as to all of such space described in the Offer in writing or if Tenant accepts the Offer as aforesaid but does not execute and deliver a final fully executed amendment to this Lease (a "First Offer Space Amendment") for the space described in such Offer (the space described in such Offer being hereinafter called the "Offered Space") in form and substance reasonably satisfactory to Landlord within twenty (20) days after acceptance of the Offer as aforesaid, all of Tenant's rights in and to any Offered Space shall automatically cease and terminate and Landlord shall be included within the Premises and subject free to rent all the or any part of such space to any party upon such terms and conditions as Landlord may elect in its sole discretion. Time is of the essence with respect to this Lease, except as set forth in Landlord’s notice and as follows:Section 45.

Right of First Offer. Tenant shall have a right of first offer (the "Right of First Offer") with respect to any space within the Building located immediately contiguous to the Premises, as the same may be expanded from time to time (the "First Offer Space"). Provided that no Event of Default then exists, Landlord shall notify Tenant in writing (the "Availability Notice") if at any time during the term of this Lease (a) there ail or any portion of the First Offer Space is no ongoing Event of Default and available for lease, or (b) I-Therapeutixwill be available for lease within thirty (30) days after such notice is given. Tenant may, Inc. or within fifteen (15) business days after the receipt of such notice, submit to Landlord a Permitted Transferee shall then be in occupancy of at least 70% written offer to lease all of the entire Premises under this Lease at First Offer Space referenced in the time it exercises any Availability Notice, which offer Landlord may accept or reject in us sole discretion. If Tenant timely submits an offer to Landlord to lease all of the following rights set forth First Otter Space referenced in the Availability Notice and such offer is accepted by Landlord, then the Lease shall be amended (which amendment shall be effective on the later of I i) I he first day that such First Offer Space is available for lease, and (ii) the date of Tenant's notice to Landlord exercising its Right of First Offer) to include the First Offer Space referenced in the Availability Notice and to increase the Tenant's Percentage Share to an amount equal to the ratio of the building area of the Premises (including the First Offer Space referenced in the Availability Notice) to the building area of i he Property specified in the BASIC LEASE INFORMATION and to increase the Tenant's Building Percentage Share to an amount equal to the ratio of the building area of" the Premises (including the First Offer Space referenced in the Availability Notice) to the building area of the Building specified in the BASIC LEASE INFORMATION. If Tenant does not timely make an offer pursuant to the terms of this Article 41 Paragraph 5, or if Landlord does not accept Tenant's offer, Landlord may enter into a lease or leases for all or any portion of the First Offer Space noted in the Availability Notice upon such terms and at the time the conditions and with such tenants as Landlord shall determine in its sole discretion and Tenant's Right of First Offer Space (as hereinafter defined) is to be added it relates to the original Premises, subject to portion of the rights of other tenants Fxxxx Xffer Space noted in the Building Availability Notice shall become null and subject to void. Nothing in this Paragraph 5 shall prohibit Landlord from granting any tenant occupying all or any portion of the right of Landlord to extend or renew any then current lease (or enter into a new lease with the same tenant even if no extension or renewal rights are contained in the then current lease), Tenant shall have a one-time right (the “Right of First Offer”) to lease approximately 18,417 rentable square feet of space in the Building located directly across the main lobby from the Premises as shown on Exhibit E attached hereto (the “Right of First Offer Space”) at such time as Landlord desires to offer the Right of First Offer Space a lease renewal or extension. The terms and provisions of this Paragraph 5 shall not be applicable to the public for lease. In such event, Landlord shall give written notice to Tenant of the availability of the Right of First Offer Space and the terms and conditions on which Landlord intends to offer it to the public and Tenant shall have a period of ten (10) business days thereafter in which to exercise Tenant’s right to lease the Right of First Offer Space pursuant to the terms and conditions contained in Landlord’s notice, failing which Landlord may lease the Right of First Offer Space to any third party on whatever basis Landlord desires, and Tenant shall have no further rights with respect to the Right of First Offer Space. If Tenant exercises its Right of First Offer hereunder, effective as of the date that Landlord delivers the Right of First Offer Space to Tenant (the “Delivery Date”), the Right of First Offer Space shall automatically be included within the Premises and subject to all the terms and conditions of this Lease, except as set forth in Landlord’s notice and as follows:Expansion Premises.

Right of First Offer. Provided that (a) there is no ongoing Event of Default and (b) I-TherapeutixDuring the Sublease Term, Inc. or a Permitted Transferee shall then be in occupancy of at least 70% the event Sublandlord intends to offer for sublease any additional portion of the entire Leased Premises under this Lease at or otherwise return the time it exercises any Leased Premises to Master Landlord prior to the end of the following rights set forth in this Article 41 and at the time the Right of First Offer Space (as hereinafter defined) is to be added to the original Premises, subject to the rights of other tenants in the Building and subject to the right of Landlord to extend or renew any then current lease (or enter into a new lease with the same tenant even if no extension or renewal rights are contained in the then current lease), Tenant shall have a one-time right Sublease Term (the “Right of First OfferAdditional Space”) to lease approximately 18,417 rentable square feet of space in the Building located directly across the main lobby from the Premises as shown on Exhibit E attached hereto ), Sublandlord shall notify Subtenant (the “Right of First Offer SpaceROFO Notice”) at such time as Landlord desires to offer the Right of First Offer Space to the public for lease. In such event, Landlord shall give written notice to Tenant of the availability of the Right of First Offer Space and Additional Space. Subtenant shall then have the terms and conditions on which Landlord intends to offer it to the public and Tenant shall have a period of ten right, within fifteen (1015) business days thereafter in which after receipt of the ROFO Notice, to exercise Tenant’s right to lease notify Sublandlord that it will sublease the Right of First Offer Additional Space pursuant to on the same terms and conditions contained in Landlord’s notice, failing which Landlord may lease at the Right of First Offer Space to any third party on whatever basis Landlord desires, same Sublease Monthly Rent and Tenant shall have no further rights with respect to the Right of First Offer Space. If Tenant exercises its Right of First Offer hereunder, effective as of the date that Landlord delivers the Right of First Offer Space to Tenant (the “Delivery Date”), the Right of First Offer Space shall automatically be included within the Premises and subject to all the terms and conditions of this Lease, except Additional Rent as set forth in this Sublease. If Subtenant exercises the right to sublease the Additional Space, upon obtaining the written consent of Master Landlord, such space shall become part of the Subleased Premises, and Subtenant and Sublandlord shall enter into an amendment to this Sublease to reflect the addition of the Additional Space and to make such other changes as are required thereby; provided the term of Subtenant’s leasing the Additional Space shall be coterminous with the Sublease Team (unless otherwise agreed to by Sublandlord and Subtenant) and all of the other terms of this Sublease shall remain in full force and effect. If Subtenant does not exercise such right within such 15-business day period, Sublandlord shall be entitled to sublease all or a portion of the Additional Space on the open market to third parties on terms materially similar to those provided to Subtenant. Subtenant’s rights as set forth in this Section 19 are personal to the originally-named Subtenant and any Permitted Transferee, and Subtenant shall not be entitled to exercise Subtenant’s rights as set forth in this Section 19 if Subtenant at such time (i) is in default under this Sublease beyond any applicable notice and as follows:cure period, or (ii) has vacated or abandoned the Subleased Premises.

Right of First Offer. Provided that (a) there is no ongoing Event of Default and (b) I-Therapeutix, Inc. or a Permitted Transferee shall then be in occupancy of at least 70% of the entire Premises under this Lease at the time it exercises any of the following rights set forth in this Article 41 and at the time the Right of First Offer Space (as hereinafter defined) is to be added to the original Premises, subject Subject to the rights of other tenants in the Building building, and subject pursuant to the right of Landlord to extend or renew any then current lease (or enter into a new lease with the same tenant even if no extension or renewal rights are contained in the then current lease)following, Tenant Lessee shall have a one-one time right (to lease in whole and not in part, or unless otherwise agreed to in writing by Lessor and Lessee, all of the “Right of First OfferExpansion Space” adjacent to its Demised Premises as delineated on Exhibit A pursuant to the following terms and conditions: Should Lessor receive a bonafide third party offer for all the Expansion Space, Lessor shall notify Lessee in writing (“Lessor’s Notice”) of its intention to lease approximately 18,417 rentable square feet said Expansion Space to a third party. Within five (5) business days of space Lessor’s Notice, Lessee must notify Lessor in the Building located directly across the main lobby from the Premises as shown on Exhibit E attached hereto writing of its intention to lease all of said Expansion Space (the “Right of First Offer SpaceLessee’s Notice”) at such time as Landlord desires to offer the Right of First Offer Space to the public for lease. In such event, Landlord shall give written notice to Tenant of the availability of the Right of First Offer Space same Basic Rent and the terms and conditions of the Lease on which Landlord intends the Demised Premises but in no event shall the Basic Rent be less than the then Fair Market Rate for the Expansion Space as determined in Article 32(a). The Term of the Lease for the Expansion shall not be less than five years. Should Lessee exercise this right, all of said Expansion Space shall be added to offer it Lessee’s Demised Premises and commencement of Basic Rent for the Expansion Space shall occur thirty (30) days from the date of Lessee’s Notice to lease the Expansion Space. Notwithstanding anything contained herein to the public contrary, Lessee shall accept said Expansion Space in its “As-Is” condition and Tenant shall have a period of ten be responsible for any improvements for said Expansion Space. If after five (105) business days thereafter Lessee has not notified Lessor in which to exercise Tenant’s right to lease the Right of First Offer Space writing pursuant to the terms and conditions contained in Landlord’s noticeabove, failing which Landlord then Lessor may lease the Right all or part of First Offer Expansion Space to any third party on whatever basis Landlord desireswithout any further obligation to Lessee. This Right of First Refusal will, therefore, expire and Tenant Lessee shall have no further rights with respect option to lease the Right Expansion Space for the remainder of First Offer SpaceLessee’s lease term. If Tenant exercises its Right of First Offer hereunder, effective as of the date that Landlord delivers the Right of First Offer Space to Tenant (the “Delivery Date”), the Right of First Offer Space shall automatically be included within the Premises and subject to all the terms and conditions of this Lease, except as set forth in Landlord’s notice and as follows:Coty Lease 19 Bldg 100 032400 Final