Common use of Second Extension Term Clause in Contracts

Second Extension Term. Subject to the terms and conditions of this Section 10, Sublessee shall have the right to extend the Term of this Sublease through the balance of the term of the Master Lease, which expiration date Sublessor hereby represents is November 13, 2010 (the "Second Extension Term"). The Second Extension Term, together with the First Extension Term and Initial Term shall be referred to as the "Term" if: (i) Sublessee has exercised the right to extend the Initial Term for the First Extension Term pursuant to Section 10(a); (ii) Sublessor receives notice of exercise ("Second Renewal Notice") not later than the date that is nine (9) months prior to the Expiration Date as amended by Section 10(a); (iii) Sublessee is not in default under this Sublease beyond any applicable cure periods at the time that Sublessee delivers its Second Renewal Notice and at the commencement of the Second Extension Term; and (iv) This Sublease has not been assigned by Sublessee and not more than seventy-five percent (75%) of the Premises has been further sublet by Sublessee prior to the date upon which Sublessee delivers its Second Renewal Notice. Base Rent during the first year of the Second Extension Term shall be the greater of (i) 103% of the Base Rent during the immediately preceding year or (ii) fair market rent. Commencing on the first anniversary of the Second Extension Term, and annually thereafter, Base Rent shall be increased to equal 103% of the Base Rent during the immediately preceding year. Base Rent and Additional Rent for the Second Extension Term shall be payable on the same terms as such items are payable under this Sublease during the Initial Term and First Extension Term. For purposes hereof, "fair market rent" shall mean the effective base rental rates (including periodic adjustments to such base rental rates) then being received for premises of similar size and quality to the Premises, located in industrial parks in the South San Francisco area which are similar in size and quality to the Project, leased for terms of approximately equal length to the Term, and otherwise subject to leases containing substantially similar terms as those contained in this Sublease. Notwithstanding the foregoing, "fair market rent" shall not include any rental value attributable to improvements, alterations, fixtures, equipment, and personal property installed in the Premises at Sublessee's expense.

Second Extension Term. Subject to the terms and conditions of this Section 10, Sublessee shall have the right to extend the Term of this Sublease through the balance of the term of the Master Lease, which expiration date Sublessor hereby represents is November 13, 2010 (the "Second Extension Term"). The Second Extension Term, together with the First Extension Term and Initial Term shall be referred to as the "Term" if: (i) Sublessee has exercised the right to extend the Initial Term for the First Extension Term pursuant to Section 10(a);; ------------------ [*] Confidential treatment requested. Redacted (ii) Sublessor receives notice of exercise ("Second Renewal Notice") not later than the date that is nine (9) months prior to the Expiration Date as amended by Section 10(a); (iii) Sublessee is not in default under this Sublease beyond any applicable cure periods at the time that Sublessee delivers its Second Renewal Notice and at the commencement of the Second Extension Term; and (iv) This Sublease has not been assigned by Sublessee and not more than seventy-five percent (75%) of the Premises has been further sublet by Sublessee prior to the date upon which Sublessee delivers its Second Renewal Notice. Base Rent during the first year of the Second Extension Term shall be the greater of (i) 103% [*] of the Base Rent during the immediately preceding year or (ii) fair market rent. Commencing on the first anniversary of the Second Extension Term, and annually thereafter, Base Rent shall be increased to equal 103[*]% of the Base Rent during the immediately preceding year. Base Rent and Additional Rent for the Second Extension Term shall be payable on the same terms as such items are payable under this Sublease during the Initial Term and First Extension Term. For purposes hereof, "fair market rent" shall mean the effective base rental rates (including periodic adjustments to such base rental rates) then being received for premises of similar size and quality to the Premises, located in industrial parks in the South San Francisco area which are similar in size and quality to the Project, leased for terms of approximately equal length to the Term, and otherwise subject to leases containing substantially similar terms as those contained in this Sublease. Notwithstanding the foregoing, "fair market rent" shall not include any rental value attributable to improvements, alterations, fixtures, equipment, and personal property installed in the Premises at Sublessee's expense.

Second Extension Term. Subject to the terms and conditions of this Section 10, Sublessee (A) Second Extension Term. Lessee shall have the right to extend the Lease Term of this Sublease through the balance for all of the Demised Premises for one (1) additional extension term of the Master Lease, which expiration date Sublessor hereby represents is November 13, 2010 five (5) years (the "“Second Extension Term",” and with the option hereunder referred to as the “Second Extension Option”). The Second Extension Term, together with if exercised, shall commence on November 1, 2015 (the First “Second Extension Term Commencement Date”) and Initial expire on October 31, 2020, unless the Second Extension Term shall sooner terminate pursuant to any of the terms of the Lease (as amended hereby) or otherwise. The Second Extension Term shall commence only if Lessee notifies Lessor in writing (an “Extension Notice”) of Lessee’s exercise of the Second Extension Option not earlier than May 1, 2014 nor later than August 1, 2014. The Second Extension Term shall be referred upon all of the agreements, terms, covenants and conditions of the Lease (as amended hereby), except that (x) the Monthly Rent for the Second Extension Term (the “Second Extension Term Monthly Rent”) shall be determined as provided in Section 9(C) hereunder, (y) the Demised Premises shall be deemed to consist of 39,624 rentable square feet (i.e., as the "Term" if: re-measured under BOMA), and (iz) Sublessee has exercised the Lessee shall have no further right to extend the Initial Lease Term for beyond the First Second Extension Term pursuant to Section 10(a); (ii) Sublessor receives notice of exercise ("Second Renewal Notice") not later than the date that is nine (9) months prior to the Expiration Date as amended by Section 10(a); (iii) Sublessee is not in default under this Sublease beyond any applicable cure periods at the time that Sublessee delivers its Second Renewal Notice and at Term. Upon the commencement of the Second Extension Term; and (iv) This Sublease has not been assigned by Sublessee and not more than seventy-five percent (75%) of the Premises has been further sublet by Sublessee prior , any reference to the date upon which Sublessee delivers its “Lease Term,” the “term of this Lease” or any similar expression shall be deemed to include the Second Renewal Notice. Base Rent during Extension Term and the first year expiration of the Second Extension Term shall be become the greater of (i) 103% expiration date of the Base Rent Lease. Any termination, cancellation or surrender of the entire interest of Lessee under the Lease (as amended hereby) at any time during the immediately preceding year or (ii) fair market rent. Commencing on the first anniversary of the Second Extension Term, and annually thereafter, Base Rent shall be increased to equal 103% of the Base Rent during the immediately preceding year. Base Rent and Additional Rent for the Second Extension Lease Term shall be payable on the same terms as such items are payable under this Sublease during the Initial Term and First Extension Term. For purposes hereof, "fair market rent" shall mean the effective base rental rates (including periodic adjustments to such base rental rates) then being received for premises terminate any right of similar size and quality to the Premises, located in industrial parks in the South San Francisco area which are similar in size and quality to the Project, leased for terms extension of approximately equal length to the Term, and otherwise subject to leases containing substantially similar terms as those contained in this Sublease. Notwithstanding the foregoing, "fair market rent" shall not include any rental value attributable to improvements, alterations, fixtures, equipment, and personal property installed in the Premises at Sublessee's expenseLessee hereunder.

Second Extension Term. Subject to 20.1 Provided the terms Lease is then in full force and effect and further provided that Tenant is not then in default, beyond the expiration of any applicable grace periods, under any of the terms, covenants or conditions of this Section 10Lease on Tenant's part to be observed or performed, Sublessee Tenant shall have the right option to extend this Lease and the Lease Term of this Sublease through the balance of the for a second extended term of the Master Lease, which expiration date Sublessor hereby represents is November 13, 2010 (the "Second Extension Term"). The Second Extension Term, together with ) of five (5) years commencing on the date next following the last day of the First Extension Term and Initial Term shall be referred to as the "Term" if: (i) Sublessee has exercised the right to extend the Initial Term for the First Extension Term ending, unless sooner terminated pursuant to Section 10(a); the terms, covenants or conditions of the Lease or pursuant to law, on the day immediately preceding the fifth (ii5th) Sublessor receives anniversary of the commencement date of the Second Extension Term, such option to be exercisable only by written notice of exercise ("Second Renewal Notice") not later than the date that is given by Tenant to Landlord at least nine (9) months prior to the Expiration Date as amended by Section 10(a); (iii) Sublessee is not in default under this Sublease beyond any applicable cure periods at the time that Sublessee delivers its Second Renewal Notice and at the commencement expiration of the Second First Extension Term; and. (iv) This Sublease has not been assigned by Sublessee 20.2 If Tenant exercises such option in accordance with the provisions and not more than seventy-five percent (75%) limitations of this Article, this Lease and the Lease Term shall be extended for such term upon all of the Premises has been further sublet by Sublessee prior to then applicable terms, covenants and conditions contained in this Lease, except that the date upon which Sublessee delivers its Second Renewal Notice. Base Rent during for the first year of the entire Second Extension Term shall be at an annual rate determined as set forth below, it being understood that Base Rent shall be payable in equal monthly installments, in advance, just as in the case of the Original Lease Term. The Base Rent for the Extension Term shall be at the greater of (i) 103% of the Base Rent during at the immediately preceding year end of the First Extension Term or (ii) ninety-five percent (95%) of the then fair market rent. Commencing on rental value for the first anniversary of Leased Premises for the Second Extension Term, and annually thereafterto be determined as follows: Landlord shall provide Tenant with Landlord's written designation of what it believes ninety-five percent (95%) of the fair rental value to be, Base Rent shall be increased to equal 103% of indicating the Base Rent during the immediately preceding year. Base Rent and Additional Rent to be charged for the Second Extension Term shall Term, such written designation to be payable on sent to Tenant within thirty (30) days after receipt by Landlord of notice of Tenant's exercise of its option with respect to the same terms as such items are payable under this Sublease during the Initial Term and First Second Extension Term. For purposes hereofIf Tenant disagrees with Landlord's designation and if the parties are otherwise unable to agree upon ninety-five percent (95%) of the fair rental value of the Leased Premises for the Extension Term, then Tenant may initiate the following arbitration process to determine ninety-five percent (95%) of fair rental value ("fair market rent" Market Rent") by sending written notice thereof to Landlord within thirty (30) days after receipt of Landlord's written designation as to Market Rent. If Tenant fails to initiate this arbitration process as aforesaid, time being of the essence, then Landlord's designation of Market Rent (as set forth in Landlord's notice) shall mean be conclusive. In order to be effective Tenant's notice to Landlord initiating the effective base rental rates arbitration process shall specify the name and address of the person designated to act as an appraiser on its behalf. Within fourteen (including periodic adjustments 14) days after the designation of Tenant's appraiser, Landlord shall give notice to Tenant specifying the name and address of the person designated to act as an appraiser on its behalf. If Landlord fails to notify Tenant of the appointment of its appraiser within the time above specified, then the appointment of the second appraiser shall be made in the same manner as hereinafter provided for the appointment of a third appraiser in a case where two appraisers are appointed hereunder and the parties are unable to agree upon such base rental ratesappointment. The two appraisers so chosen shall meet within ten (10) days after the second appraiser is appointed, and if, within fifteen (15) days after the second appraiser is appointed, the two appraisers shall not agree upon a determination, they shall together appoint a third appraiser. In the event of their being unable to agree upon such appointment within fifteen (15) days after the appointment of the second appraiser, the third appraiser shall be selected by the parties themselves if they can agree thereon with a further period of fifteen (15) days. If the parties do not so agree, then being received for premises either party, on behalf of similar size both and quality on notice to the Premisesother, located may request such appointment by the American Arbitration Association (or any organization successor thereto) in industrial parks accordance with its rules then prevailing. Each party shall pay the fees and expenses of the one of the two original appraisers appointed by or for such party, and the fees and expenses of the third appraiser and all other expenses (not including the attorneys fees, witness fees and similar expenses of the parties which shall be borne separately by each of the parties) of the arbitration shall be borne by the parties equally. If a third appraiser is chosen as provided above, then such the three appraisers shall collectively determine the Market Rent as provided in the South San Francisco area which are similar last paragraph of this Section and render a written certified report of their determination to both Landlord and Tenant within fifteen (15) days after appointment of the third appraiser if such third appraiser is appointed pursuant to this Section. Each of the appraisers selected as herein provided shall be real estate brokers or appraisers and have at least ten (10) years experience in size the leasing and quality renting of office space in first class office buildings in Middlesex County. In addition, the third appraiser (if any) shall be an independent party not affiliated in any way with either Landlord or Tenant. Each of the three appraisers shall indicate his view of ninety-five percent (95%) of the fair rental value. The number furthest from the middle number shall be disregarded and the remaining two numbers shall be averaged. The resulting average shall be deemed to be ninety-five percent (95%) of the fair rental value for purposes of this paragraph. If the middle number is equidistant from the two other numbers, the middle number shall be deemed to be ninety-five percent (95%) of the fair rental value for the purposes of this paragraph. Tenant may cancel its exercise of this option to extend the term of this Lease, if Tenant is dissatisfied with the determination of Market Rent through the foregoing arbitration process. In order to cancel its exercise of this option as aforesaid, Tenant must send written notice to Landlord within seven (7) days after the determination by the appraisers of Market Rent, and in such notice Tenant must state that it is so canceling its exercise of this extension option. 20.3 Time is of the essence with respect to the Project, leased for terms exercise of approximately equal length the option contained herein. Tenant shall not have the right to give any notice exercising such option after the Termexpiration of the applicable time limitation set forth herein, and otherwise subject any notice given after such time limitation purporting to leases containing substantially similar terms as those contained in this Sublease. Notwithstanding the foregoing, "fair market rent" exercise such option shall not include any rental value attributable to improvements, alterations, fixtures, equipment, be void and personal property installed in the Premises at Sublessee's expenseof no force or effect.

Second Extension Term. Subject to the terms and conditions of this Section 10, Sublessee shall have the right Borrowers’ option to extend the Term of this Sublease through the balance of the term of the Master Lease, which expiration date Sublessor hereby represents is November 13, 2010 (the "Second Extension Term"). The Second Extension Term, together with the First Extension Term and Initial Term shall be referred to as the "Term" if: (i) Sublessee has exercised the right to extend the Initial Term for the First Extension Term pursuant to Section 10(a); (ii) Sublessor receives notice of exercise ("Second Renewal Notice") not later than the date that is nine (9) months prior to the Expiration Maturity Date as amended by Section 10(a); (iii) Sublessee is not in default under this Sublease beyond any applicable cure periods at the time that Sublessee delivers its Second Renewal Notice and at the commencement of the Second Extension Term; and (iv) This Sublease has not been assigned by Sublessee and not more than seventy-five percent (75%) of the Premises has been further sublet by Sublessee prior to the date upon which Sublessee delivers its Second Renewal Notice. Base Rent during the first year of the Second Extension Term shall be the greater of (i) 103% of the Base Rent during the immediately preceding year or (ii) fair market rent. Commencing on the first anniversary of the Second Extension Term, and annually thereafter, Base Rent shall be increased to equal 103% of the Base Rent during the immediately preceding year. Base Rent and Additional Rent for the Second Extension Term shall be payable on subject to the same terms as such items are payable under this Sublease during following conditions being satisfied by Borrowers at their sole expense to the Initial Term satisfaction of Administrative Agent and the Required Lenders: (a) Borrowers shall have delivered to Administrative Agent a written notice of Borrowers’ election to so extend the Maturity Date no later than thirty (30) days, but no earlier than ninety (90) days, prior to the last day of the First Extension Term. For purposes hereof, "fair market rent" ; (b) No Default shall mean have occurred and then be continuing as of (i) the effective base rental rates date of Borrowers’ notice of election to extend the Maturity Date or (including periodic adjustments to such base rental ratesii) then being received for premises the last day of similar size the First Extension Term; (c) The Marriott Agreements (other than any that shall have expired by its terms or been terminated in accordance with this Agreement) shall be in full force and quality to effect as of the Premises, located in industrial parks in last day of the South San Francisco area which are similar in size and quality to the Project, leased for terms of approximately equal length to the First Extension Term, and otherwise subject Hotel Owner and Operating Lessee shall certify to leases containing substantially similar terms Administrative Agent that neither is in default under the Marriott Agreements; (d) Borrowers shall have delivered to Administrative Agent an estoppel certificate from the Condominium Association certifying to Administrative Agent if permitted under the Condominium Documents, or if not, to Borrowers, that Borrowers and Operating Lessee are current in all Common Charges and no other sums are outstanding from Borrowers to the Condominium Association; (e) All representations and warranties made by Borrowers, Operating Lessee and Guarantor in the Loan Documents (and any certificate, document or financial or any other statement furnished pursuant to or in connection therewith) shall be true and correct in all material respects on and as those contained of the last day of the First Extension Term with the same force and effect as if made on and as of such date (or if not, no such failure shall be on account of facts that constitute or have a Material Adverse Effect or that constitute a Default; (f) The Extension Term Debt Service Coverage Ratio shall not be less than 1.25 to 1.0; provided, however, Borrowers shall be deemed to have satisfied the condition in this Sublease. Notwithstanding clause if, on or prior to the foregoingInitial Maturity Date, "fair market rent" shall Borrowers (i) make a prepayment of the Loan in accordance with Section 1.8(c) in an amount equal to such amount as would cause the Extension Term Debt Service Coverage Ratio, recalculated taking into account the outstanding principal amount of the Loan immediately upon giving effect to said prepayment, to be not include any rental value attributable less than 1.25 to improvements, alterations, fixtures, equipment1.0 and (ii) pay all sums, and personal property installed takes all other actions, required pursuant to Section 1.8(c) in connection with such prepayment; (g) The ratio of the outstanding principal amount of the Loan as of the last day of the First Extension Term giving effect to the “as-is” appraised value of the Property set forth in the Premises then-most recent Appraisal (performed by an independent appraiser engaged directly by Administrative Agent) shall be no greater than 0.5 to 1.0; provided, however, Borrowers shall be deemed to have satisfied the condition in this clause if, on or prior to the last day of the First Extension Term, Borrowers (i) makes a prepayment of the Loan in accordance with Section 1.8(c) in an amount equal to such amount as would cause said ratio, recalculated taking into account the outstanding principal amount of the Loan immediately upon giving effect to said prepayment, to be not less than 0.5 to 1.0 and (ii) pay all sums, and takes all other actions, required pursuant to Section 1.8(c) in connection with such prepayment; (h) If any PIP Letter of Credit remains outstanding and is not an evergreen letter of credit (provided that the termination date of such evergreen letter of credit is at Sublessee's expenseleast thirty (30) days after the last day of the First Extension Term), Borrowers shall have delivered to Administrative Agent an amendment to such PIP Letter of Credit in form and content acceptable to Administrative Agent extending the term thereof to a date that is thirty (30) days after the last day of the Second Extension Term; (i) At the option of Administrative Agent, Borrowers shall, in connection with the extension of the Maturity Date, Borrowers shall, on or before the last day of the First Extension Term, (i) obtain an Interest Rate Protection Agreement that complies with the terms and conditions of Exhibit “J” and is entered into with (y) Administrative Agent (or its affiliate) or (z) another Counterparty which meets the Minimum Counterparty Credit Rating, and (ii) deliver to Administrative Agent an Assignment of Interest Rate Protection Agreement (in the form attached to such Exhibit “J”) and a legal opinion, in form and substance reasonably satisfactory to Administrative Agent, governing the due authorization, execution, delivery and enforceability of such Assignment of Interest Rate Protection Agreement with respect to the Counterparty; provided, however that, where Administrative Agent is the Counterparty, no opinion regarding the due authorization, execution and delivery by Counterparty shall be required; (j) Borrowers shall have paid the Extension Fee to Administrative Agent for the benefit of Lenders on or prior to the last day of the First Extension Term; (k) On the Initial Maturity Date, Borrowers shall have delivered to Administrative Agent a certificate of a duly authorized officer of Borrowers, reasonably satisfactory to Administrative Agent, certifying as to the matters set forth in the foregoing clauses (a) through (j), certificates of duly authorized officers of Operating Lessee and Guarantor certifying as to their representations and warranties as provided in the foregoing clause (e) and any other certificates, instruments and other documents reasonably required by Administrative Agent to evidence satisfaction of the conditions in this Section 1.17.2; and (l) Borrowers shall have paid to Administrative Agent all reasonable costs and expenses incurred by Administrative Agent and Lenders in connection with such extension on or prior to the last day of the First Extension Term.