Common use of Subleased Premises Clause in Contracts

Subleased Premises. Sublessor hereby subleases to Sublessee, upon the terms and conditions set forth herein, a portion of the Master Premises consisting of the portion of the Master Premises occupied by Sublessee’s employees as of the Commencement Date (the “Subleased Premises”). In connection with its use of the Subleased Premises, Sublessee shall also have the right to use in common with Sublessor, the hallways, stairways, restrooms and other areas of the Master Premises that may be reasonably necessary for Sublessee’s use of the Subleased Premises (the “Shared Areas”). Sublessee shall have no right to enter, and shall use commercially reasonable efforts to prevent its employees, agents, contractors, licensees and invitees from entering, portions of the Master Premises other than the Subleased Premises and the Shared Areas; provided, however, that this Sublease shall not limit any access rights required by that certain Transition Services Agreement dated September 18, 2009 by and between Sublessor and Sublessee for the delivery of “Services” thereunder. Sublessee and Sublessor shall use commercially reasonable efforts to prevent their agents, employees or contractors from discovering or otherwise coming into contact with confidential information of the other party or other occupants of the Master Premises. If, despite such efforts, any such confidential information is discovered, Sublessee or Sublessor, as the case may be, shall promptly inform the other party of such discovery, and shall hold, and use reasonable efforts to cause its employees, agents, contractors, invitees and licensees to hold, such information confidential. Notwithstanding the foregoing, (i) the Subleased Premises may be adjusted from time to time based on the mutual agreement of the parties and (ii) Sublessee shall have the right to surrender any portion of the Subleased Premises to Sublessor at anytime during the Term of this Sublease, and, upon any such adjustment or partial surrender, the Base Rent and Additional Rent (as defined below) shall be proportionately adjusted.

Subleased Premises. Sublessor 1.01. Lessor hereby subleases to SublesseeLessee, upon and Lessee hereby subleases and hires from Lessor, the Subleased Premises for the term hereinafter stated on the terms and conditions provisions hereinafter provided or incorporated in this Sublease by reference. Lessee shall have the right to use such common areas which are appurtenant to or service the Subleased Premises to the extent that such right has been granted to Lessor pursuant to the Prime Lease. Lessor represents and warrants to Lessee that (i) a true, correct and complete copy of the Prime Lease (excluding redacted terms not relevant to Lessee) is attached here as Exhibit B, (ii) the Prime Lease is in full force and effect, (iii) to Lessor’s knowledge, Lessor is not in default under the Prime Lease, and (iv) Lessor has not received any notice from Prime Landlord that Lessor is in default under the Prime Lease. 1.02. Lessee has examined the Subleased Premises and is fully familiar with the physical condition thereof. Except as specifically set forth hereinin this Sublease, a portion of Lessor has not made and does not make any representations or warranties as to such physical condition, the Master Premises consisting of the portion of the Master Premises occupied by Sublessee’s employees as of the Commencement Date (the “Subleased Premises”). In connection with its use rentable area of the Subleased Premises, Sublessee shall also have the right use to use in common with Sublessor, the hallways, stairways, restrooms and other areas of the Master Premises that may be reasonably necessary for Sublessee’s use of the Subleased Premises (the “Shared Areas”). Sublessee shall have no right to enter, and shall use commercially reasonable efforts to prevent its employees, agents, contractors, licensees and invitees from entering, portions of the Master Premises other than the Subleased Premises and the Shared Areas; provided, however, that this Sublease shall not limit any access rights required by that certain Transition Services Agreement dated September 18, 2009 by and between Sublessor and Sublessee for the delivery of “Services” thereunder. Sublessee and Sublessor shall use commercially reasonable efforts to prevent their agents, employees or contractors from discovering or otherwise coming into contact with confidential information of the other party or other occupants of the Master Premises. If, despite such efforts, any such confidential information is discovered, Sublessee or Sublessor, as the case may be, shall promptly inform the other party of such discovery, and shall hold, and use reasonable efforts to cause its employees, agents, contractors, invitees and licensees to hold, such information confidential. Notwithstanding the foregoing, (i) which the Subleased Premises may be adjusted from time put, or any other matter or thing affecting or relating to time based on the mutual agreement of the parties Subleased Premises, and (ii) Sublessee shall have the right Lessee hereby expressly agrees to surrender any portion of accept the Subleased Premises in its “as-is” condition, subject to Sublessor at anytime during the Term terms and conditions of this Sublease. All understandings and agreements heretofore made between the parties hereto are merged in this Sublease which alone fully and completely expresses their agreement, and, and neither party is relying upon any statement, representation or warranty made by the other not embodied in this Sublease. 1.03. Lessee shall use and occupy the Subleased Premises solely for technical office use (which includes, as permitted uses and not accessory uses, research and development use, lab use and office use), with permitted accessory uses, all as such adjustment or partial surrenderuse may be permitted in the Prime Lease, the Base Rent and Additional Rent (as defined below) shall be proportionately adjustedfor no other purpose whatsoever.

Subleased Premises. Sublessor 1.01 The Sublandlord hereby subleases to Sublesseelets and demises unto the Subtenant, upon and the terms Subtenant hereby takes and conditions set forth hereinleases from the Sublandlord, a portion of the Master Premises consisting of the portion of the Master Premises occupied by Sublessee’s employees as containing approximately Ten Thousand One Hundred Forty-one (10,141) rentable square feet located on the 36th floor of the Commencement Date Building and more particularly described in the Third Amendment to Lease (the “Subleased Premises”). In connection with its use , on the terms, covenants, and conditions set forth in this Sublease Agreement. 1.02 The Subtenant has inspected the Subleased Premises and agrees to accept the Subleased Premises in “as-is” and “where-is” condition; without any obligation on the part of the Sublandlord or the Landlord to modify, improve or otherwise prepare the Subleased PremisesPremises for the Subtenant’s occupancy; and without any representations and/or warranties of the Sublandlord or the Landlord, Sublessee shall also have except for those representations and/or warranties set forth in this Sublease Agreement. 1.03 The Sublandlord hereby grants to the Subtenant the right to use in common with Sublessor, all office furniture and equipment owned by the hallways, stairways, restrooms and other areas of the Master Premises that may be reasonably necessary for Sublessee’s use of Sublandlord located on the Subleased Premises as of the Commencement Date (the “Shared Areas”as hereinafter defined). Sublessee shall have no right to enter, and shall use commercially reasonable efforts to prevent its employees, agents, contractors, licensees and invitees from entering, portions As of the Master Premises other than Expiration Date (as hereinafter defined) the Sublandlord shall transfer title to such furniture and equipment to the Subtenant by a ▇▇▇▇ of sale. The Sublandlord makes no representation or warranty regarding the condition of such furniture or equipment or otherwise, except that title thereto is in the Sublandlord. The Subtenant shall be responsible for maintaining such furniture and equipment at its expense during the Term (as hereinafter defined) in such condition as Subtenant deems appropriate and at the end of the Term, it shall remove at its expense all such furniture and equipment from the Subleased Premises and as required under the Shared Areas; provided, however, that this Sublease shall not limit any access rights required by that certain Transition Services Agreement dated September 18, 2009 by and between Sublessor and Sublessee for the delivery of “Services” thereunder. Sublessee and Sublessor shall use commercially reasonable efforts to prevent their agents, employees or contractors from discovering or otherwise coming into contact with confidential information of the other party or other occupants of the Master Premises. If, despite such efforts, any such confidential information is discovered, Sublessee or Sublessor, as the case may be, shall promptly inform the other party of such discovery, and shall hold, and use reasonable efforts to cause its employees, agents, contractors, invitees and licensees to hold, such information confidential. Notwithstanding the foregoing, (i) the Subleased Premises may be adjusted from time to time based on the mutual agreement of the parties and (ii) Sublessee shall have the right to surrender any portion of the Subleased Premises to Sublessor at anytime during the Term of this Sublease, and, upon any such adjustment or partial surrender, the Base Rent and Additional Rent (as defined below) shall be proportionately adjustedLease.

Subleased Premises. Sublessor (a) Sublandlord does hereby subleases sublease to SublesseeSubtenant, and Subtenant does hereby sublease from Sublandlord, for the Term (as defined below) and upon the terms and conditions set forth hereinhereinafter provided, a portion the entirety of the Master Premises consisting fifth floor of the portion Main Premises, deemed to contain 32,688 square feet of the Master Premises occupied by Sublessee’s employees rentable area, as of the Commencement Date more particularly shown on Schedule 2(a), attached hereto (the “"Subleased Premises”"). In connection with its use of the Subleased Premises, Sublessee . (b) Subtenant shall also have the non-exclusive right to use in common with Sublessor, the hallways, stairways, restrooms Sublandlord and any other areas of the Master Premises that may be reasonably necessary for Sublessee’s use of the Subleased Premises (the “Shared Areas”). Sublessee shall have no right to enter, and shall use commercially reasonable efforts to prevent its employees, agents, contractors, licensees and invitees from entering, portions of the Master Premises other than the Subleased Premises and the Shared Areas; provided, however, that this Sublease shall not limit any access rights required by that certain Transition Services Agreement dated September 18, 2009 by and between Sublessor and Sublessee for the delivery of “Services” thereunder. Sublessee and Sublessor shall use commercially reasonable efforts to prevent their agents, employees or contractors from discovering or otherwise coming into contact with confidential information of the other party or other occupants of the Master Premises. If, despite such efforts, any such confidential information is discovered, Sublessee or Sublessorfuture subtenants, as the case may be, those portions of the Main Premises and, subject to the terms of the ▇▇▇▇▇▇▇▇▇, Common Areas under the ▇▇▇▇▇▇▇▇▇, that are provided, from time to time, and subject to the terms of the ▇▇▇▇▇▇▇▇▇, for use in common by Sublandlord, Subtenant and such other subtenants of the Main Premises (such areas, together with such other portions of the Main Premises now or hereafter designated by Sublandlord, in its discretion, including certain areas designated for the exclusive use of certain subtenants, or to be shared by Sublandlord and certain subtenants, are collectively referred to herein as the {00009038 - 3} "Common Areas"). The Common Areas shall promptly inform consist of the other party of areas located within the Main Premises designated as such discoveryby Sublandlord, and shall holdin all events include the common lobby, and use reasonable efforts loading docks, stairways, Pathways designated by Sublandlord (but not to cause its employees, agents, contractors, invitees and licensees to hold, such information confidential. Notwithstanding the foregoing, (i) the Subleased Premises may be adjusted from time to time based on the mutual agreement of the parties and (ii) Sublessee shall have the right to surrender any portion of the Subleased Premises to Sublessor at anytime during the Term of this Sublease, and, upon any such adjustment or partial surrender, the Base Rent and Additional Rent exceed Subtenant's Share (as defined below) of such Pathways), freight and three (3) passenger elevators servicing the Main Premises (each as shown on Schedule 2(b)), subject to Sublandlord's right to make changes to the Common Areas; provided, however that such changes do not unreasonably interfere with Subtenant's use of and access to the Subleased Premises or appurtenant rights hereunder in more than a de minimis manner. The manner in which the Common Areas are maintained and operated shall be proportionately adjustedat the sole discretion of Sublandlord and the use thereof shall be subject to such rules, regulations and restrictions as Sublandlord may reasonably make from time to time, provided that (a) Subtenant is provided with prior written notice of such rules and regulations, (b) they are not enforced in a discriminatory manner against Subtenant, and (c) to the extent such rules and regulations conflict with the terms of this Sublease, the terms of this Sublease shall govern (the "Rules and Regulations"). Sublandlord reserves the exclusive use of (a) the video wall in the common lobby of the Building, (b) the reception and security desk in the common lobby of the Building and (c) two (2) passenger elevators and the main lobby exclusively servicing the remainder of the Main Premises. Sublandlord reserves the right to close temporarily, make alterations or additions to, or change the location of elements of the remainder of the Main Premises and the Common Areas and may temporarily close the Main Premises in the event of casualty or other matters described in Section 27 of this Sublease, or if Sublandlord reasonably deems it necessary in order to prevent damage or injury to person or property provided, however, the Sublandlord shall use reasonable efforts to give Subtenant as much advance notice of such alteration, addition, change or closure as is practicable.

Subleased Premises. Sublessor Tenant hereby subleases to Sublessee, upon Subtenant on the terms and conditions set forth herein, a portion of in this Sublease the Master Premises consisting of the portion of the Master Premises occupied by Sublessee’s employees as of the Commencement Date (the “Subleased Premises”). In connection with Subtenant accepts the Subleased Premises in their present “As-Is” condition and shall be responsible, at its cost and expense, for all alterations, improvements, additions and other work desired for its use and occupancy of the Subleased Premises, Sublessee except as specifically stated in this Sublease. For the avoidance of doubt, Tenant shall also have no obligation whatsoever to make or pay the right cost of any alterations, improvements or repairs to use in common the Subleased Premises, including, without limitation, any improvement or repair required to comply with Sublessorany law, regulation, building code or ordinance (including the hallwaysADA). In addition, stairways, restrooms and Tenant shall have no obligation to perform any repairs or any other areas obligation of Master Landlord required to be performed by Master Landlord under the terms of the Master Premises that may be reasonably necessary Lease and Subtenant shall look solely to Master Landlord for Sublessee’s use performance of said obligations. Tenant shall, however, request performance of the Subleased Premises (the “Shared Areas”). Sublessee shall have no right same in writing from Master Landlord promptly after being requested to enterdo so by Subtenant, and shall use Tenant’s commercially reasonable efforts (which shall not include the institution of legal proceedings by Tenant, but which may include allowing Subtenant, at Subtenant’s sole cost and expense, to prevent its employeesinstitute legal proceedings in Tenant’s name (if necessary), agentsby attorneys approved by Tenant, contractorswhich approval shall not be unreasonably withheld, licensees conditioned or delayed) to obtain Master Landlord’s performance. Tenant hereby assigns to Subtenant, for so long as this Sublease shall be in force and invitees from enteringeffect, portions any and all rights of Tenant under the Master Premises other than Lease with respect to the Subleased Premises and the Shared Areas; provided, however, that this Sublease shall not limit any access rights required by that certain Transition Services Agreement dated September 18, 2009 by and between Sublessor and Sublessee for the delivery causes of “Services” thereunder. Sublessee and Sublessor shall use commercially reasonable efforts action which Tenant may have against Master Landlord with respect to prevent their agents, employees or contractors from discovering or otherwise coming into contact with confidential information of the other party or other occupants of the Master Premises. If, despite such efforts, any such confidential information is discovered, Sublessee or Sublessor, as the case may be, shall promptly inform the other party of such discovery, and shall hold, and use reasonable efforts to cause its employees, agents, contractors, invitees and licensees to hold, such information confidential. Notwithstanding the foregoing, (i) the Subleased Premises may be adjusted from time due to time based on default by Master Landlord under the mutual agreement of the parties and (ii) Sublessee shall have the right to surrender any portion of the Subleased Premises to Sublessor at anytime during the Term of this Sublease, and, upon any such adjustment or partial surrender, the Base Rent and Additional Rent (as defined below) shall be proportionately adjustedMaster Lease.

Subleased Premises. Sublessor (a) Subject to the written consent of Prime Landlord, Sublandlord does hereby subleases sublease to SublesseeSubtenant, and Subtenant does hereby sublease from Sublandlord, for the Term (as defined herein) and upon the terms conditions hereinafter provided, the Subleased Premises, as outlined on the plan attached hereto and conditions set forth hereinmade a part hereof as Exhibit A. The Subleased Premises shall not be subject to remeasurement during the Term. Additionally, a portion Subtenant is hereby granted the nonexclusive right to use the first floor common areas of the Master Premises consisting 12790 Building shown on Exhibit C hereto and the Common Area amenities of the portion 12790 Building and the Project (including the Common Amenity Space, as defined in the Third Amendment) to the extent of Sublandlord’s rights to use the same pursuant to the Prime Lease, in common with Sublandlord, other tenants of the Master Premises occupied by Sublessee’s employees as 12790 Building and future subtenants of the Commencement Date Premises (collectively, the “Subleased PremisesCommon Areas”), throughout the Term (herein defined). In connection with Subtenant covenants that its use of the Subleased Premises and Common Areas shall at all times comply with any and all terms, conditions and provisions of the Prime Lease and with any rules and regulations established by Prime Landlord or Sublandlord from time to time. (b) Subtenant shall accept the Subleased Premises, Sublessee upon and subject to the terms and conditions herein set forth, in its “as is, where is and with all faults” condition, broom clean, vacant except for the FF&E (defined below), but otherwise as existing on the date of this Sublease. Subtenant acknowledges that no representations, statements or warranties, express or implied, have been made by or on behalf of the Sublandlord with respect to the condition of the Subleased Premises, compliance with any laws, ordinances, statutes, or regulations, including, but not limited to, the Americans with Disabilities Act of 1991, 42 USC § 1201 et seq. and all regulations applicable thereto promulgated as of the date hereof (collectively “ADA”), or the use or occupation that may be made thereof, all of which are hereby expressly disclaimed by Sublandlord and waived by Subtenant, and that Sublandlord shall also in no event whatsoever be liable for any latent defects in the Subleased Premises or in the equipment therein (except as otherwise provided herein); Sublandlord shall not be liable if Prime Landlord fails to consent to this Sublease prior to the Anticipated Commencement Date, and, except as otherwise provided herein, this Sublease shall not be void or voidable and Sublandlord shall not be deemed to be in default under this Sublease or otherwise liable to Subtenant for any claims, damages or liabilities in connection therewith and in such event Subtenant agrees to accept possession of the Subleased Premises at such time as Sublandlord is able to obtain Prime Landlord’s consent and tender possession of the Subleased Premises. Neither Prime Landlord nor Sublandlord shall have any obligation for completing any alterations, improvements, repairs or decorations to the Subleased Premises, or provide an allowance for the same, prior to the Commencement Date. Notwithstanding the foregoing, Subtenant represents that, to its knowledge, the Subleased Premises is in good, vacant, broom clean condition, and in compliance with all laws, and all building systems serving the Subleased Premises are in good operating condition. (c) Subtenant shall have the right to use the furniture and equipment currently existing in common with Sublessorthe Subleased Premises, the hallways, stairways, restrooms inventory of which is listed on Exhibit D attached hereto and other areas of the Master Premises that may be reasonably necessary for Sublessee’s use of the Subleased Premises made a part hereof (the “Shared AreasFF&E”), during the Sublease Term at no additional cost to Subtenant. Sublessee Subtenant shall have accept the Furniture in its currently existing “as-is” condition and Sublandlord makes no right representation or warranty regarding the condition of the FF&E or its suitability for Subtenant’s intended use. Subtenant shall use reasonable, good faith and diligent efforts to enterkeep the FF&E in good condition and repair, and shall use commercially reasonable efforts be responsible for repairing any damage which occurs to prevent its employeesthe FF&E during the Sublease Term and for replacing any lost or stolen items of FF&E. The FF&E shall remain the sole property of Sublandlord, agents, contractors, licensees and invitees from entering, portions of the Master Premises other than the Subleased Premises and the Shared Areas; provided, however, that this Sublease upon the Expiration Date or earlier termination of the Sublease, Subtenant shall not limit any access rights required purchase the FF&E in its “as is” condition from Sublandlord in consideration of the sum of $10.00 and other good and valuable consideration, and Sublandlord shall issue a bill of sale to Subtenant in the form attached hereto as Exhibit E, pursuant to which, Sublandlord shall convey to Subtenant all of Sublandlord’s right, title and interest in and to the FF&E. Upon transfer of title to the FF&E to Subtenant, the same shall be deemed to be the personal property of Subtenant and, except as otherwise agreed to in writing by that certain Transition Services Agreement dated September 18Prime Landlord, 2009 by and between Sublessor and Sublessee Subtenant shall be responsible for the delivery of “Services” thereunder. Sublessee and Sublessor shall use commercially reasonable efforts to prevent their agents, employees or contractors from discovering or otherwise coming into contact with confidential information removal of the other party or other occupants of the Master Premises. If, despite such efforts, any such confidential information is discovered, Sublessee or Sublessor, as the case may be, shall promptly inform the other party of such discovery, FF&E and shall hold, and use reasonable efforts to cause its employees, agents, contractors, invitees and licensees to hold, repair all damage resulting from such information confidentialremoval. Notwithstanding The obligations of Subtenant as herein provided shall survive the foregoing, (i) the Subleased Premises may be adjusted from time to time based on the mutual agreement of the parties and (ii) Sublessee shall have the right to surrender any portion of the Subleased Premises to Sublessor at anytime during the Term termination of this Sublease, and, upon any such adjustment or partial surrender, . Sublandlord shall provide the Base Rent existing data cabling in its current condition so that Subtenant may set up its own phone/data network and Additional Rent (as defined below) shall be proportionately adjustedaccess control for the Subleased Premises.