Common use of Tenant’s Audit Rights Clause in Contracts

Tenant’s Audit Rights. Annually, within 120 days after the end of each calendar year or Tax Fiscal Year, as applicable, Landlord shall furnish to Tenant a report setting forth in reasonable detail the Operating Costs and Taxes for the immediately preceding calendar year (in the case of Operating Costs) or Tax Fiscal Year (in the case of Taxes). Tenant shall have the right to audit Landlord’s books and records relating to Operating Costs and/or Taxes with respect to the period covered by each such report within six months after receipt of such report (such six month period being called the “Audit Period”) by delivering a notice of its intention to perform such audit to Landlord. If, as a result of such audit, Tenant believes that it is entitled to receive a refund of any Additional Rent paid by Tenant in respect of Operating Costs and/or Taxes, Tenant shall deliver to Landlord, no later than 30 days after expiration of the Audit Period, a notice demanding such a refund, together with a statement of the grounds for each such demand and the amount of each proposed refund. The cost of any such audit shall be paid by Tenant, except that, if it is established that the Additional Rent in respect of Operating Costs or Taxes, as applicable, charged to Tenant for the period in question was overstated by more than 3%, the reasonable out-of-pocket cost of such audit paid to a third party other than an employee of Tenant shall be paid or reimbursed to Tenant by Landlord. Provided that Landlord has complied with Section 4.3(b) or Section 4.3(e), as the case may be, an overstatement for the purposes of allocation of audit costs shall not be deemed to exist due to a refund of Taxes. Any audit shall be performed by either (a) Tenant’s or Tenant’s Affiliates regular employees or (b) a reputable certified public accountant reasonably acceptable to Landlord whose compensation is not contingent on the results of the audit. As a condition of Tenant’s right to audit under this Section 4.6, Tenant agrees, and shall cause any outside auditor retained by Tenant to agree, to maintain the confidentiality of the results of the audit, subject to the right to disclose such results in any legal proceedings regarding the accuracy of the charges for Additional Rent in respect of Operating Costs or Taxes. If Landlord determines that a report previously furnished by Landlord was in error, Landlord may furnish a corrective or supplemental report to Tenant within six (6) months after the original report was furnished, and if such corrective or supplemental report results in increased Additional Rent, the Audit Period for the year covered by such report shall be extended for six months after Landlord furnishes the corrective or supplemental report.

Tenant’s Audit Rights. AnnuallyEach statement of Operating Expenses delivered by Landlord shall be conclusive and binding upon Tenant unless, within 120 ninety (90) days after receipt thereof, Tenant shall give Landlord notice that Tenant disputes the end correctness of each calendar year or Tax Fiscal YearLandlord’s Operating Expense statement, as applicable, Landlord shall furnish specifying the particular respects in which the statement is claimed to Tenant a report setting forth in reasonable detail the Operating Costs and Taxes for the immediately preceding calendar year (in the case of Operating Costs) or Tax Fiscal Year (in the case of Taxes)be incorrect. Tenant shall not have the right to audit withhold payment of Operating Expenses in the event of a dispute. Landlord shall maintain books and records appropriate for the computation and verification of Operating Expenses and shall permit Tenant’s accountants, consultants and/or employees to examine Landlord’s books and records relating records, during Landlord’s regular business hours at Landlord’s place of business and with at least ten (10) days prior written notice, in order to verify the accuracy of the relevant Operating Costs and/or Taxes with respect to Expense statement. If it shall be finally determined by an independent accountant engaged by Tenant and reasonably approved by Landlord that Landlord’s Operating Expense statement was incorrect or commercially unreasonable, then either (a) Landlord shall at its election reimburse Tenant for any overpayment or credit the period covered by each such report within six months after receipt amount of such report overpayment against the next monthly installment of Operating Expenses payable under this Lease, or (b) Tenant shall within twenty (20) days after such six month period being called the “Audit Period”) by delivering a notice of its intention to perform such audit determination pay any amounts due to Landlord. If, as a result Tenant agrees to pay the cost of such audit, Tenant believes that it is entitled to receive a refund of any Additional Rent paid by Tenant in respect of Operating Costs and/or Taxes, Tenant shall deliver to Landlord, no later than 30 days after expiration of the Audit Period, a notice demanding such a refund, together with a statement of the grounds for each such demand and the amount of each proposed refund. The cost of any such audit shall be paid by Tenant, except provided that, if it is established the audit reveals that the Additional Rent in respect Landlord’s determination of Operating Costs or Taxes, as applicable, charged to Tenant for the period in question Expenses was overstated by more than 3five percent (5%), Landlord shall pay the reasonable out-of-pocket cost of such audit paid to a third party other than an employee of Tenant shall be paid or reimbursed to Tenant by Landlord. Provided that Landlord has complied with Section 4.3(b) or Section 4.3(e), as the case may be, an overstatement for the purposes of allocation of audit costs shall not be deemed to exist due to a refund of Taxes. Any audit shall be performed by either (a) Tenant’s or Tenant’s Affiliates regular employees or (b) a reputable certified public accountant reasonably acceptable to Landlord whose compensation is not contingent on the results of the audit. As a condition of Tenant’s right to audit under this Section 4.6, Tenant agrees, and shall cause any outside auditor retained by Tenant to agree, to maintain the confidentiality of the results of the audit, subject to the right to disclose such results in any legal proceedings regarding the accuracy of the charges for Additional Rent in respect of Operating Costs or Taxes. If Landlord determines that a report previously furnished by Landlord was in error, Landlord may furnish a corrective or supplemental report to Tenant within six (6) months after the original report was furnished, and if such corrective or supplemental report results in increased Additional Rent, the Audit Period for the year covered by such report shall be extended for six months after Landlord furnishes the corrective or supplemental report.

Tenant’s Audit Rights. AnnuallyTenant and its authorized representatives may examine, inspect, and/or audit the records of Landlord regarding each statement of Costs (the “Statement”). Any such examination, inspection and/or audit shall be completed at Landlord’s office, during normal business hours, upon not less than forty-eight (48) hours prior written notice to Landlord, and shall be completed within 120 days nine (9) months after the end date Landlord has provided Tenant with the Statement of each Costs for the calendar year or Tax Fiscal Year, as applicable, Landlord shall furnish to in question. If Tenant a report setting forth in reasonable detail the Operating Costs and Taxes for the immediately preceding calendar year (in the case of Operating Costs) or Tax Fiscal Year (in the case of Taxes). Tenant shall have the right elects to audit Landlord’s Statement of Costs for any calendar year, and the books and records relating to Operating Costs and/or Taxes with respect to the period covered by each such report within six months after receipt of such report (such six month period being called the “Audit Period”) by delivering a notice of its intention to perform such audit to Landlord. Ifrelated thereto, as a result of such audit, Tenant believes that it is entitled to receive a refund of any Additional Rent paid by Tenant in respect of Operating Costs and/or Taxes, Tenant shall deliver to Landlord, no later than 30 days after expiration of the Audit Period, a notice demanding such a refund, together with a statement of the grounds for each such demand and the amount of each proposed refund. The cost of any such audit shall be paid completed by Tenant, except that, if it is established that the Additional Rent in respect of Operating Costs or Taxes, as applicable, charged to Tenant for the period in question was overstated by more than 3%, the reasonable out-of-pocket cost of such audit paid to a third party other than an employee of Tenant shall be paid or reimbursed to Tenant by Landlord. Provided that Landlord has complied with Section 4.3(b) or Section 4.3(e), as the case may be, an overstatement for the purposes of allocation of audit costs shall not be deemed to exist due to a refund of Taxes. Any audit shall be performed by either (a) Tenant’s or Tenant’s Affiliates regular employees or (b) a reputable certified public accountant accounting firm reasonably acceptable to Landlord. Unless Tenant takes written exception to any Costs reflected in the Statement within such nine-month period, the Statement shall be considered as final and accepted by Tenant. Tenant agrees to diligently pursue and complete any audit initiated by Tenant. Tenant shall bear all fees and costs of the audit, unless the audit discloses that the Costs, taken as a whole for any calendar year of the Term, were overstated by five percent (5%) or more. In that event, Landlord whose compensation is not contingent on shall pay for the results reasonable costs of the audit. As a condition If the audit discloses that any Costs were overstated for such calendar year, then the amount of Tenant’s right to audit under this Section 4.6, Tenant agrees, and shall cause any outside auditor retained over payment of Costs by Tenant to agree, to maintain shall be deducted from the confidentiality Costs due for the month following the completion of the results audit and each month thereafter until Tenant has been fully reimbursed for any overpayment of the audit, subject to the right to disclose such results in any legal proceedings regarding the accuracy of the charges for Additional Rent in respect of Operating Costs or Taxes. If Landlord determines that a report previously furnished by Landlord was in error, Landlord may furnish a corrective or supplemental report to Tenant within six (6) months after the original report was furnished, and if such corrective or supplemental report results in increased Additional Rent, the Audit Period for the year covered by such report shall be extended for six months after Landlord furnishes the corrective or supplemental reportTenant.

Tenant’s Audit Rights. AnnuallyLandlord will keep separate and complete books of account covering (i) Operating Costs throughout the entire Lease Term, within 120 days and Landlord shall preserve and retain, for at least two (2) years after the end close of each calendar year or Tax Fiscal Yearyear, as applicablethe books of account, Landlord shall furnish and all vouchers, invoices, statements, payroll records and other documents, evidencing the foregoing costs for that calendar year. With respect to Tenant a report setting forth in reasonable detail the Operating Costs and Taxes for the immediately preceding calendar year (in the case of Operating Costs) or Tax Fiscal Year (in the case of Taxes). , Tenant shall have the right right, at Tenant’s expense and no more frequently than once in any consecutive two-year period during the Lease Term, to audit inspect and copy, at Landlord’s office, Landlord’s books and records relating to showing Operating Costs and/or Taxes with respect to for the period covered by each such report within six months after receipt of such report (such six month period being called the “Audit Period”) by delivering a notice of its intention to perform such audit to Landlord. Ifcalendar year in question; provided, as a result of such audithowever, Tenant believes that it is entitled shall not have the right to receive a refund withhold from payment of all or any Additional Rent paid by Tenant in respect portion of Tenant’s Proportionate Share of Operating Costs and/or Taxesdue and payable hereunder the amount of which may be in dispute, and Tenant must pay the entire amount due and payable hereunder prior to reviewing Landlord’s books and records. Such inspection shall deliver be conducted only by Tenant or a certified public accountant, provided such certified public accountant agrees in writing that it will not, directly or indirectly (including by insinuation), disclose the results and findings of any such inspection to other tenants within the Business Park and that it will keep such information strictly confidential in accordance with the terms and provisions of Section 14.22 herein. If Tenant’s inspection of Landlord’s books and records reveals a verifiable error in Landlord’s computation of Tenant’s Proportionate Share of Operating Costs (after allowing for any adjustment pursuant to Section 4.2(b)(ii) herein), no later than 30 days after expiration Landlord shall promptly reimburse the amount of the Audit Period, a notice demanding such a refundoverpayment to Tenant, together with interest thereon from the date of overpayment until the date of reimbursement at a statement rate per annum equal to the Prime Rate in effect as of the grounds for each such demand and the amount date of each proposed refundoverpayment. The cost of any such audit shall be paid by Tenant, except thatAdditionally, if it is established that the Additional Rent Tenant’s inspection of Landlord’s books and records reveals a verifiable error in respect Landlord’s computation of Tenant’s Proportionate Share of Operating Costs or Taxes, as applicable, charged after allowing for any adjustment pursuant to Tenant Section 4.2(b)(ii) herein such that Tenant’s Proportionate Share of Operating Costs for the period in question relevant calendar year (or portion thereof) was overstated by more than 3five percent (5%), then Landlord shall reimburse Tenant promptly upon demand for the reasonable third-party out-of-pocket cost costs incurred by Tenant in completing such review of Landlord’s books and records (provided Tenant shall provide to Landlord invoices or other reasonable evidence of the amount of such audit paid to a third third-party other than an employee out-of-pocket costs). Landlord’s statement setting forth the total amount of Tenant shall be paid or reimbursed Tenant’s Proportionate Share of Operating Costs furnished to Tenant by Landlord. Provided that Landlord has complied with Section 4.3(b) or Section 4.3(e), as the case may be, an overstatement for the purposes of allocation of audit costs hereunder shall not be deemed to exist due to a refund of Taxes. Any audit shall be performed by either (a) Tenant’s or Tenant’s Affiliates regular employees or (b) a reputable certified public accountant reasonably acceptable to Landlord whose compensation is not contingent on the results of the audit. As a condition of Tenant’s right to audit under this Section 4.6, Tenant agrees, and shall cause any outside auditor retained have been approved by Tenant to agree, to maintain the confidentiality of the results of the audit, subject to the right to disclose such results unless protested by Tenant in any legal proceedings regarding the accuracy of the charges for Additional Rent in respect of Operating Costs or Taxes. If Landlord determines that a report previously furnished by Landlord was in error, Landlord may furnish a corrective or supplemental report to Tenant writing within six two (62) months years after the original report was furnished, and if delivery of such corrective or supplemental report results in increased Additional Rent, the Audit Period for the year covered by such report shall be extended for six months after Landlord furnishes the corrective or supplemental reportstatement to Tenant.

Tenant’s Audit Rights. AnnuallyTenant and its authorized representatives may examine, inspect, and/or audit the records of Landlord regarding each statement of Costs (the “Statement”). Any such examination, inspection and/or audit shall be completed at Landlord’s office, during normal business hours, upon not less than forty-eight (48) hours prior written notice to Landlord, and shall be completed within 120 days nine (9) months after the end date Landlord has provided Tenant with the Statement of each Costs for the calendar year or Tax Fiscal Year, as applicable, Landlord shall furnish to in question. If Tenant a report setting forth in reasonable detail the Operating Costs and Taxes for the immediately preceding calendar year (in the case of Operating Costs) or Tax Fiscal Year (in the case of Taxes). Tenant shall have the right elects to audit Landlord’s Statement of Costs for any calendar year, and the books and records relating to Operating Costs and/or Taxes with respect to the period covered by each such report within six months after receipt of such report (such six month period being called the “Audit Period”) by delivering a notice of its intention to perform such audit to Landlord. Ifrelated thereto, as a result of such audit, Tenant believes that it is entitled to receive a refund of any Additional Rent paid by Tenant in respect of Operating Costs and/or Taxes, Tenant shall deliver to Landlord, no later than 30 days after expiration of the Audit Period, a notice demanding such a refund, together with a statement of the grounds for each such demand and the amount of each proposed refund. The cost of any such audit shall be paid completed by a certified public accounting firm reasonably acceptable to Landlord. Unless Tenant takes written exception to any Costs reflected in the Statement within such nine-month period, the Statement shall be considered as final and accepted by Tenant. Tenant agrees to diligently pursue and complete any audit initiated by Tenant. Tenant shall bear all fees and costs of the audit, except that, if it is established unless the audit discloses that the Additional Rent in respect Costs, taken as a whole for the calendar year subject to the audit, were overstated by five percent (5%) or more. In that event, Landlord shall pay for the reasonable costs of Operating the audit. If the audit discloses that any Costs were overstated for such calendar year, then the amount of any over payment of such Costs by Tenant shall be deducted from the Costs due for the month following the completion of the audit and each month thereafter until Tenant has been fully reimbursed for any overpayment of Costs by Tenant or Taxes, as applicable, charged if such overstated Costs are due to Tenant for the period in question was overstated by more than 3%, the reasonable out-of-pocket cost of such audit paid to a third party other than an employee of Tenant shall be paid or reimbursed to Tenant by Landlord. Provided that Landlord has complied with Section 4.3(b) or Section 4.3(e), as the case may be, an overstatement for the purposes of allocation of audit costs shall not be deemed to exist due to a refund of Taxes. Any audit shall be performed by either (a) Tenant’s or Tenant’s Affiliates regular employees or (b) a reputable certified public accountant reasonably acceptable to Landlord whose compensation is not contingent on the results last year of the audit. As a condition of Term, or portion thereof, then Landlord shall promptly refund any such overpayment to Tenant’s right to audit under this Section 4.6, Tenant agrees, and shall cause any outside auditor retained by Tenant to agree, to maintain the confidentiality of the results of the audit, subject to the right to disclose such results in any legal proceedings regarding the accuracy of the charges for Additional Rent in respect of Operating Costs or Taxes. If Landlord determines that a report previously furnished by Landlord was in error, Landlord may furnish a corrective or supplemental report to Tenant within six (6) months after the original report was furnished, and if such corrective or supplemental report results in increased Additional Rent, the Audit Period for the year covered by such report shall be extended for six months after Landlord furnishes the corrective or supplemental report.

Tenant’s Audit Rights. Annually, within 120 days after If Tenant disputes the end amount of each calendar year or Tax Fiscal Operating Expenses (including Tenant's Base Year, as applicable, Landlord shall furnish to Tenant a report setting ) set forth in reasonable detail the Operating Costs and Taxes for the immediately preceding calendar year (in the case of Operating Costs) or Tax Fiscal Year (in the case of Taxes). any Actual Statement delivered by Landlord, Tenant shall have the right right, at its own cost and expense to audit or inspect Landlord’s books and 's detailed records relating to Operating Costs and/or Taxes each year with respect to Building/Project Operating Expenses, as well as all other additional rent payable by Tenant pursuant to the period covered by each such report within six Lease for any Lease Year (not to exceed one time per year) to be exercised, if at all, not later than eighteen (18) months after following receipt of such report Actual Statement. Pursuant to the foregoing, Landlord shall be obligated to keep such records for all Lease Years associated with this Lease until two (2) years following the termination of the Lease including any Lease Year prior to the Landlord's ownership of the Building/Project. Tenant shall be allowed to inspect such six month period being called records with fifteen (15) days prior written notice at Landlord's office. The amounts payable under Subparagraph 6.6 by Landlord to Tenant or by Tenant to Landlord as the “Audit Period”) by delivering a notice of its intention to perform such audit to Landlord. If, as a result case may be shall be appropriately adjusted on the basis of such audit, Tenant believes . If Tenant's audit determines that it is entitled to receive a refund of any Additional Rent paid by Tenant in respect of actual Operating Costs and/or Taxes, Tenant shall deliver to Landlord, no later than 30 days after expiration of the Audit Period, a notice demanding such a refund, together with a statement of the grounds for each such demand and the amount of each proposed refund. The cost of any such audit shall be paid by Tenant, except that, if it is established that the Additional Rent in respect of Operating Costs or Taxes, as applicable, charged to Tenant for the period in question was Expenses have been overstated by more than 3four percent (4%), then Landlord shall immediately repay such overpayment and to Tenant, and Landlord shall also pay Tenant for the reasonable out-of-pocket cost of such audit paid to Should a third party other than an employee of Tenant shall be paid or reimbursed to Tenant by Landlord. Provided that Landlord has complied with Section 4.3(b) or Section 4.3(e), as dispute arise between the case may be, an overstatement for the purposes of allocation of audit costs shall not be deemed to exist due to a refund of Taxes. Any audit shall be performed by either (a) Tenant’s or Tenant’s Affiliates regular employees or (b) a reputable certified public accountant reasonably acceptable to Landlord whose compensation is not contingent on parties regarding the results of Tenant's audit, either party may cause the auditdispute to be submitted to JAMS/ENDISPUTE ("JAMS") in Orange County, California, for binding arbitration. As a condition The arbitration shall be conducted in accordance with the rules of Tenant’s right practice and procedure of JAMS and otherwise pursuant to audit under this the California Arbitration Act (Code of Civil Procedures Section 4.6, Tenant agrees, and 1280 et. seq.). The arbitrator shall cause any outside auditor retained by Tenant to agree, to maintain apportion the confidentiality costs of the results arbitration, together with the attorneys' fees of the auditparties, subject to in the right to disclose such results in any legal proceedings regarding manner deemed equitable by the accuracy arbitrator, it being the intention of the charges for Additional Rent in respect of Operating Costs or Taxes. If Landlord determines parties that a report previously furnished by Landlord was in error, Landlord may furnish a corrective or supplemental report the prevailing party ordinarily be entitled to Tenant within six (6) months after the original report was furnished, recover its reasonable costs and if such corrective or supplemental report results in increased Additional Rent, the Audit Period for the year covered by such report shall be extended for six months after Landlord furnishes the corrective or supplemental reportfees.

Tenant’s Audit Rights. AnnuallyEach Landlord’s Expense Statement shall be conclusive and binding upon Tenant unless, within 120 ninety (90) days after receipt thereof, Tenant shall give Landlord notice that Tenant disputes the end correctness of each calendar year or Tax Fiscal Yearthe Landlord’s Expense Statement, as applicable, Landlord shall furnish specifying the particular respects in which the Landlord’s Expense Statement is claimed to Tenant a report setting forth in reasonable detail the Operating Costs and Taxes for the immediately preceding calendar year (in the case of Operating Costs) or Tax Fiscal Year (in the case of Taxes)be incorrect. Tenant shall not have the right to audit withhold payment of Operating Expenses in the event of a dispute. Landlord shall maintain books and records appropriate for the computation and verification of Operating Expenses and shall permit Tenant’s employees or a certified public accountant reasonably approved by Landlord examine Landlord’s books and records relating records, during Landlord’s regular business hours at Landlord’s place of business and with at least ten (10) days prior written notice, in order to Operating Costs and/or Taxes with respect to verify the period covered accuracy of the relevant Landlord’s Expense Statement. If it shall be finally determined by each such report within six months after receipt an independent certified public accountant engaged by Tenant and reasonably approved by Landlord that Landlord’s Expense Statement was incorrect or commercially unreasonable, then either (a) Landlord shall at its election reimburse Tenant for any overpayment or credit the amount of such report overpayment against the next monthly installment of Operating Expenses payable under this Lease, or (b) Tenant shall within thirty (30) days after such six month period being called the “Audit Period”) by delivering a notice of its intention to perform such audit determination pay any amounts due to Landlord. If, as a result Tenant agrees to pay the cost of such audit, Tenant believes that it is entitled to receive a refund of any Additional Rent paid by Tenant in respect of Operating Costs and/or Taxes, Tenant shall deliver to Landlord, no later than 30 days after expiration of the Audit Period, a notice demanding such a refund, together with a statement of the grounds for each such demand and the amount of each proposed refund. The cost of any such audit shall be paid by Tenant, except provided that, if it is established the audit reveals that the Additional Rent in respect Landlord’s determination of Operating Costs or Taxes, as applicable, charged to Tenant for the period in question Expenses was overstated by more than 3five percent (5%), Landlord shall pay the reasonable out-of-pocket cost of such audit; provided that the audit cost paid to a third party other than an employee of Tenant shall be paid or reimbursed to Tenant by Landlord. Provided that Landlord has complied with Section 4.3(b) or Section 4.3(e), as the case may be, an overstatement for the purposes of allocation of audit costs shall not be deemed to exist due to a refund of Taxes. Any audit shall be performed by either exceed fifty percent (a50%) Tenant’s or Tenant’s Affiliates regular employees or (b) a reputable certified public accountant reasonably acceptable to Landlord whose compensation is not contingent on the results of the audit. As a condition of Tenant’s right to audit under this Section 4.6, Tenant agrees, and shall cause any outside auditor retained by Tenant to agree, to maintain the confidentiality of the results of the audit, subject to the right to disclose such results in any legal proceedings regarding the accuracy of the charges for Additional Rent in respect of Operating Costs or Taxes. If Landlord determines that a report previously furnished by Landlord was in error, Landlord may furnish a corrective or supplemental report to Tenant within six (6) months after the original report was furnished, and if such corrective or supplemental report results in increased Additional Rent, the Audit Period for the year covered by such report shall be extended for six months after Landlord furnishes the corrective or supplemental report.overstated amount,

Tenant’s Audit Rights. AnnuallyProvided that Tenant is not then in default beyond any applicable cure period of its obligations to pay Rent, within 120 days after the end of each calendar year or Tax Fiscal Year, as applicable, Landlord shall furnish any other payments required to Tenant a report setting forth in reasonable detail the Operating Costs be made by it under this Lease and Taxes for the immediately preceding calendar year (in the case of Operating Costs) or Tax Fiscal Year (in the case of Taxes). provided further that Tenant shall have the right, once each calendar year, to cause a Qualified Person (as defined below) to reasonably review supporting data for any portion of an actual statement of annual Operating Expenses delivered by Landlord (the "Actual Statement") (provided, however, Tenant may not have an audit right to audit Landlord’s books and records all documentation relating to Building operations as this would far-exceed the relevant information necessary to properly document a pass-through billing statement, but real estate tax statements, and information on utilities, repairs, maintenance and insurance will be available), in accordance with the following procedure: (i) Tenant shall, within one hundred twenty (120) days after any Actual Statement is delivered, deliver a written notice to Landlord specifying the portions of the Actual Statement that are claimed to be incorrect, and Tenant shall simultaneously pay to Landlord all amounts due from Tenant to Landlord as specified in the Actual Statement. In no event shall Tenant be entitled to withhold, deduct, or offset any monetary obligation of Tenant to Landlord under the Lease (including without limitation, Tenant's obligation to make all payments of Rent and all payments of Tenant's Operating Costs and/or Taxes with respect Expenses) pending the completion of any review of records under this Paragraph. The right of Tenant under this Paragraph may only be exercised once for any Actual Statement, and if Tenant fails to meet any of the above conditions as a prerequisite to the period covered by each such report within six months after receipt exercise of such report right, the right of Tenant under this Paragraph for a particular Actual Statement shall be deemed waived. (such six month period being called ii) Tenant acknowledges that Landlord maintains its records for the “Audit Period”) Project at Landlord's main office, and Tenant agrees that any review of records under this Paragraph shall be at the sole expense of Tenant and shall be conducted by delivering a notice Qualified Person. Tenant acknowledges and agrees that any records reviewed under this Paragraph constitute confidential information of its intention to perform such audit to Landlord. If, as a result of such audit, Tenant believes that it is entitled to receive a refund of any Additional Rent paid by Tenant in respect of Operating Costs and/or Taxes, Tenant shall deliver to Landlord, no later than 30 days after expiration of the Audit Period, a notice demanding such a refund, together with a statement of the grounds for each such demand and the amount of each proposed refund. The cost of any such audit shall be paid by Tenant, except that, if it is established that the Additional Rent in respect of Operating Costs or Taxes, as applicable, charged to Tenant for the period in question was overstated by more than 3%, the reasonable out-of-pocket cost of such audit paid to a third party other than an employee of Tenant shall be paid or reimbursed to Tenant by Landlord. Provided that Landlord has complied with Section 4.3(b) or Section 4.3(e), as the case may be, an overstatement for the purposes of allocation of audit costs which shall not be deemed disclosed to exist due to a refund anyone other than the Qualified Person performing the review, the principals of Taxes. Any audit shall be performed by either (a) Tenant’s or Tenant’s Affiliates regular employees or (b) a reputable certified public accountant reasonably acceptable to Landlord whose compensation is not contingent on Tenant who receive the results of the auditreview, and Tenant's accounting employees. As a condition The disclosure of such information to any other person, whether or not caused by the conduct of Tenant’s right to audit , shall constitute an Event of Default under this Section 4.6, Tenant agrees, and shall cause any outside auditor retained by Tenant to agree, to maintain the confidentiality of the results of the audit, subject to the right to disclose such results in any legal proceedings regarding the accuracy of the charges for Additional Rent in respect of Operating Costs or Taxes. If Landlord determines that a report previously furnished by Landlord was in error, Landlord may furnish a corrective or supplemental report to Tenant within six (6) months after the original report was furnished, and if such corrective or supplemental report results in increased Additional Rent, the Audit Period for the year covered by such report shall be extended for six months after Landlord furnishes the corrective or supplemental reportLease.

Tenant’s Audit Rights. Annually, within 120 days after the end of each calendar year or Tax Fiscal Year, as applicable, Landlord shall furnish to Tenant a report setting forth in reasonable detail the Project Operating Costs Costs, Building Operating Costs, Project Insurance Costs, Building Insurance Costs, Project Taxes and Building Taxes for the immediately preceding calendar year (in the case of Operating Costs and Insurance Costs) or Tax Fiscal Year (in the case of Taxes). Tenant shall have the right to audit Landlord’s books and records relating to Operating Costs, Insurance Costs and/or Taxes with respect to the period covered by each such report within six months after receipt of such report (such six month period being called the “Audit Period”) by delivering a notice of its intention to perform such audit to LandlordLandlord within ninety (90) days after Tenant’s receipt of such report, in which event Tenant shall perform such audit within one hundred twenty (120) days after Tenant’s receipt of such report. If, as a result of such audit, Tenant believes that it is entitled to receive a refund of any Additional Rent paid by Tenant in respect of Operating Costs, Insurance Costs and/or Taxes, Tenant shall deliver to Landlord, no later than 30 one hundred thirty (130) days after expiration Tenant’s receipt of the Audit Periodaforesaid report, a notice demanding such a refund, together with a statement of the grounds for each such demand and the amount of each proposed refund. The cost of any such audit shall be paid by Tenant, except that, if it is established that the Additional Rent in respect of Operating Costs, Insurance Costs or Taxes, as applicable, Taxes charged to Tenant for the period in question was overstated by more than 3five percent (5.0%), the reasonable out-of-pocket cost of such audit paid to a third party other than an employee of Tenant shall be paid or reimbursed to Tenant by Landlord. Provided that Landlord has complied with Section 4.3(b) or Section 4.3(e), as the case may be, an An overstatement for the purposes of allocation of audit costs shall not be deemed to exist due to a refund of TaxesRefund. Any audit shall be performed by either (a) Tenant’s or Tenant’s Affiliates regular employees or (b) a reputable certified public accountant reasonably acceptable to Landlord whose compensation is not not, directly or indirectly, contingent in whole or in part on the results of the audit. As a condition of Tenant’s right to audit under this Section 4.6, Tenant agrees, and shall cause any outside auditor retained by Tenant to agree, to maintain the confidentiality of the results of the audit, subject to the right to disclose such results in any legal proceedings regarding the accuracy of the charges for Additional Rent in respect of Operating Costs or Taxes. If Landlord determines that a report previously furnished by Landlord was in error, Landlord may furnish a corrective or supplemental report to Tenant within six (6) months two years after the original report was furnished, and if such corrective or supplemental report results in increased Additional Rent, the Audit Period periods for Tenant to request and perform an audit of Landlord’s books and records relating to Operating Costs. Insurance Costs and/or Taxes with respect to the year period covered by such report shall be extended for six months after Landlord furnishes the corrective or supplemental report shall be reinstated and commence as of Tenant’s receipt of such corrective or supplemental report. Landlord shall make available all books and records required by Tenant for its audit at Landlord’s office in Needham, Massachusetts during normal business hours.

Tenant’s Audit Rights. AnnuallyTenant shall have the right, within 120 days after at its cost and expense, to audit the end of each calendar year or Tax Fiscal Year, as applicable, Landlord shall furnish to Tenant a report setting forth in reasonable detail the Operating Costs and Taxes Energy Rent for the immediately preceding calendar year only in order to verify the accuracy of any sum which was charged to Tenant pursuant to this Energy Rider, provided that: (in the case of Operating Costsi) or Tax Fiscal Year (in the case of Taxes). Tenant shall have the right notify Landlord of its election to audit Landlordthe Energy Rent within thirty (30) days following Tenant’s books and records relating to Operating Costs and/or Taxes with respect to the period covered by each such report within six months after receipt of such report the Energy Statement (such six month period being called the “Audit PeriodNotice”); (ii) by delivering a notice of its intention to perform such audit to Landlord. If, as a result of such audit, shall be conducted at the office where Landlord maintains its records and only after Tenant believes that it is entitled to receive a refund of any Additional Rent paid by Tenant in respect of Operating Costs and/or Taxes, gives Landlord at least thirty (30) days prior written notice; (iii) Tenant shall deliver to Landlord a copy of the results of such audit within thirty (30) days following Tenant’s receipt of the Energy Statement; (iv) no assignee shall conduct an audit for any period during which such assignee was not in possession of the Premises; (v) Tenant shall keep the results of such audit strictly confidential and shall not disclose the same to any other party; (vi) no subtenant shall have any right to conduct an audit; (vii) no audit shall be conducted at any time that Tenant is in default of any of the terms of this Lease beyond the expiration of any applicable notice and grace period provided for herein; (viii) such audit shall only be conducted by a certified public accountant not compensated on a contingent fee basis and (ix) no such audit shall be conducted if any other tenant has conducted an audit for the time period Tenant intends to audit and Landlord furnishes to Tenant a copy of the results of said audit. In the event that Tenant’s audit alleges that an error was made by Landlord, no later than 30 Landlord shall have sixty (60) days after expiration following receipt of the Audit Periodresults of such audit to obtain an audit from an accountant of Landlord’s choice, at Landlord’s cost and expense, or Landlord shall be deemed to have accepted the results of Tenant’s audit. In the event that Landlord’s and Tenant’s accountants shall be unable to reconcile the results, both accountants shall mutually agree upon a notice demanding such a refund, together with a statement of the grounds for each such demand and the amount of each proposed refundthird accountant whose determination shall be conclusive. The cost of any such audit third accountant shall be paid by shared equally between Landlord and Tenant, except that, if . If it is established determined that Tenant has paid less than the Additional Rent actual amount due, Tenant shall pay the difference to Landlord within thirty (30) days after the date of such determination. If it is determined that Tenant has paid any amount in respect excess of Operating Costs or Taxesthe amount due, as applicable, charged such excess amount shall be refunded to Tenant for within thirty (30) days after the period in question was overstated by more than 3%, the reasonable out-of-pocket cost date of such audit paid determination. In the event Tenant fails to a third party other than an employee send Landlord the Audit Notice within thirty (30) days following Tenant’s receipt of Tenant the Energy Statement, such Energy Statement shall be paid or reimbursed to conclusive and binding upon Tenant by Landlord. Provided that Landlord has complied with Section 4.3(band (i) or Section 4.3(e), as the case may be, an overstatement for the purposes of allocation of audit costs shall not be deemed to exist due to a refund of Taxes. Any audit shall be performed by either (a) Tenant’s or Tenant’s Affiliates regular employees or (b) a reputable certified public accountant reasonably acceptable to Landlord whose compensation is not contingent on the results of the audit. As a condition of Tenant’s Tenant waives its right to audit under this Section 4.6the energy expenses for the immediately preceding calendar year, (ii) Tenant agreeswaives any objections and is barred from asserting any claims pertaining to such Energy Statement, and shall cause any outside auditor retained (iii) all payments made by Tenant to agreeon account of Tenant Electric for the calendar year shown on the Energy Statement shall then be conclusively accepted by Tenant as correct, to maintain the confidentiality of the results of the audit, final and not subject to the right to disclose such results questions, claim, reduction, audit or rebate in any legal proceedings regarding the accuracy of the charges for Additional Rent whole or in respect of Operating Costs or Taxespart. If Initials: Landlord determines that a report previously furnished by Landlord was in error, Landlord may furnish a corrective or supplemental report to Tenant within six (6) months after the original report was furnished, and if such corrective or supplemental report results in increased Additional Rent, the Audit Period for the year covered by such report shall be extended for six months after Landlord furnishes the corrective or supplemental report.ICM: 09/18/02 FORM: AmberJc2.meb Rev. 09/18/02 MTNT-Msty-Office G+TE – AJ Lease F:\wpdata\meb2\Leases\ValeritasLse3.doc 10/16/09 5:30p.m. 28

Tenant’s Audit Rights. Annually, within 120 days after the end of each calendar year or Tax Fiscal Year, as applicable, Landlord shall furnish to Tenant a report setting forth in reasonable detail the Project Operating Costs Costs, Building Operating Costs, Project Insurance Costs, Building Insurance Costs, Project Taxes and Building Taxes for the immediately preceding calendar year (in the case of Operating Costs and Insurance Costs) or Tax Fiscal Year (in the case of Taxes). Tenant shall have the right to audit Landlord’s books and records relating to Operating Costs, Insurance Costs and/or Taxes with respect to the period covered by each such report within six months after receipt of such report (such six month period being called the “Audit Period”) by delivering a notice of its intention to perform such audit to LandlordLandlord within sixty (60) days after Tenant’s receipt of such report, in which event Tenant shall perform such audit within ninety (90) days after Tenant’s receipt of such report. If, as a result of such audit, Tenant believes that it is entitled to receive a refund of any Additional Rent paid by Tenant in respect of Operating Costs, Insurance Costs and/or Taxes, Tenant shall deliver to Landlord, no later than 30 ninety (90) days after expiration Tenant’s receipt of the Audit Periodaforesaid report, a notice demanding such a refund, together with a statement of the grounds for each such demand and the amount of each proposed refund. The cost of any such audit shall be paid by Tenant, except that, if it is established that the Additional Rent in respect of Operating Costs, Insurance Costs or Taxes, as applicable, and Taxes charged to Tenant for the period in question was overstated by more than 3five percent (5.0%), the reasonable out-of-pocket cost of such audit paid to a third party other than an employee of Tenant shall be paid or reimbursed to Tenant by Landlord. Provided that Landlord has complied with Section 4.3(b) or Section 4.3(e), as the case may be, an An overstatement for the purposes of allocation of audit costs shall not be deemed to exist due to a refund of TaxesRefund. Any audit shall be performed by either (a) Tenant’s or Tenant’s Affiliates regular employees or (b) a reputable certified public accountant reasonably acceptable to Landlord whose compensation is not not, directly or indirectly, contingent in whole or in part on the results of the audit. As a condition of Tenant’s right to audit under this Section 4.6, Tenant agrees, and shall cause any outside auditor retained by Tenant to agree, to maintain the confidentiality of the results of the audit, subject to the right to disclose such results in any legal proceedings regarding the accuracy of the charges for Additional Rent in respect of Operating Costs or Taxes. If Landlord determines that a report previously furnished by Landlord was in error, Landlord may furnish a corrective or supplemental report to Tenant within six (6) months two years after the original report was furnished, and if such corrective or supplemental report results in increased Additional Rent, the Audit Period periods for Tenant to request and perform an audit of Landlord’s books and records relating to Operating Costs, Insurance Costs and/or Taxes with respect to the year period covered by such the corrective or supplemental report shall be extended for six months after Landlord furnishes the reinstated and commence as of Tenant’s receipt of such corrective or supplemental report.

Tenant’s Audit Rights. Annually(a) If Tenant shall so request, within 120 ninety (90) days after the end receipt of each calendar year or Tax Fiscal Year, as applicableany accounting required to be presented by Landlord hereunder, Landlord shall furnish permit Tenant, at Tenant's expense and during normal Business Hours, to Tenant a report setting forth in reasonable detail the Operating Costs and Taxes for the immediately preceding calendar year (in the case of Operating Costs) or Tax Fiscal Year (in the case of Taxes). Tenant shall have the right to audit review at Landlord’s books and records 's office Landlord's invoices relating to Operating Costs and/or Taxes with respect to Expenses for the period covered by each such report within six months after receipt of such report (such six month period being called the “Audit Period”) by delivering a notice of its intention to perform such audit to Landlord. If, as a result of such audit, Tenant believes that it is entitled to receive a refund of any Additional Rent paid by Tenant Operating Year in respect of Operating Costs and/or Taxes, Tenant shall deliver to Landlord, no later than 30 days after expiration of the Audit Period, a notice demanding which such a refund, together with a statement of the grounds for each such demand and the amount of each proposed refund. The cost of any such audit shall be paid by Tenant, except that, if it is established that the Additional Rent in respect of Operating Costs or Taxes, as applicable, charged to Tenant accounting was prepared for the period in question was overstated by more than 3%purpose of verifying any accounting that Landlord is required to give hereunder, the reasonable out-of-pocket cost of such audit paid to a third party other than an employee of provided that Tenant shall be paid or reimbursed limited to Tenant by Landlord. Provided that Landlord has complied with Section 4.3(b) or Section 4.3(e), as the case may be, an overstatement for the purposes of allocation of one such audit costs shall not be deemed to exist due to a refund of Taxesright per calendar year. Any audit such request shall be performed accompanied by either (a) Tenant’s a statement setting forth, in reasonable detail, the particular respects which Tenant disputes or Tenant’s Affiliates regular employees or (b) a reputable certified public accountant reasonably acceptable to Landlord whose compensation is not contingent on the results of the auditquestions such accounting. As a condition of Tenant’s right to audit under this Section 4.6In making any such examination, Tenant agrees, and shall cause its auditors, accountants and any outside auditor retained by Tenant other employees, agents or contractors having access to such information to agree, to maintain keep strictly confidential (i) any and all information contained in such books and records, and (ii) the confidentiality circumstances and details pertaining to such examination, including without limitation the nature of the results of the audit, subject to the right to disclose such results in any legal proceedings regarding the accuracy of the charges for Additional Rent dispute in respect of Operating Costs Expenses and the nature or Taxesdetails of any settlement thereof; and Tenant will confirm and cause its auditors, accountants, employees, agents and contractors to confirm such agreement in writing, if so requested by Landlord, prior to such examination. Tenant's review shall be conducted only by an auditor or accountant of a nationally recognized auditing or accounting firm and not by any party compensated by Tenant on a contingency fee arrangement. If Landlord determines that a report previously furnished by Landlord was in errorTenant shall not request any such review within the ninety (90)-day period hereinabove referred to, Landlord may furnish a corrective or supplemental report to Tenant within six (6) months after the original report was furnished, and if such corrective or supplemental report results in increased Additional Rent, the Audit Period for the year covered by such report then Landlord's accounting shall be extended for six months after Landlord furnishes the corrective or supplemental reportbinding and conclusive.

Tenant’s Audit Rights. Annually, within 120 days after the end of each calendar year or Tax Fiscal Year, as applicable, Landlord shall furnish to Tenant a report setting forth in reasonable detail the Operating Costs and Taxes for the immediately preceding calendar year (in the case of Operating Costs) or Tax Fiscal Year (in the case of Taxes). Tenant shall have the right right, at its expense (except as expressly set forth below), to have its “Representatives” (hereinafter defined) during normal business hours at any time within ninety (90) days following the furnishing to Tenant of the annual Operating Expense Statement, to audit Landlord’s accounting records relative to such Operating Expense Statement and applicable to the Operating Yea set forth in such Operating Expense Statement, but not with respect to prior Operating Years. If Tenant elects to so audit Landlord’s accounting records, then, unless Tenant shall take written exception to any item of Operating Expenses specifying in detail the reasons for such exception as to a particular item within ninety (90) days after Tenant’s receipt of such annual Operating Expense Statement, the Operating Expense Statement shall be considered as final and accepted by Tenant. For purposes hereof, the term “Representatives” shall mean either a nationally recognized independent certified public accounting firm licensed to do business in the Commonwealth of Pennsylvania, or another public accounting firm (or a firm who appoints a certified public accountant to handle the matter) reasonably acceptable to Landlord. Tenant shall not retain its Representatives on a contingent fee basis. Tenant and its Representative shall, at Landlord’s request, execute a reasonable confidentiality agreement in favor of Landlord prior to any such examination or audit hereunder. In the event any such audit determines that the Operating Expense Statement overstated the amount(s) payable by Tenant attributable to Operating Expenses from the actual amount so required hereunder for any calendar year by an amount in excess of five percent (5%), Landlord shall be responsible for the payment of reasonable and actual audit fees incurred by Tenant under this provision within thirty (30) days following receipt of invoice and reasonable backup documentation therefor; otherwise, Tenant shall be responsible for all such fees. Notwithstanding any exception made by Tenant, Tenant shall pay Landlord the full amount of the Operating Expenses set forth in the applicable Operating Expense Statement, subject to readjustment at such time as any such exception may be resolved (i.e., either by agreement of Landlord or by final determination of a court of competent jurisdiction) in favor of Tenant. Landlord’s books and records relating related to Operating Costs Expenses and the calculation thereof shall be available for review by Tenant and/or Taxes with respect to Tenant’s Representatives at all reasonable times during normal business hours within the period covered by each such report within six months after receipt of such report (such six month period being called the “Audit Period”) by delivering a notice of its intention to perform such audit foregoing 90-day period, upon Tenant’s reasonable prior request therefor to Landlord. If, as a result of such audit, Tenant believes that it is entitled to receive a refund of any Additional Rent paid by Tenant in respect of Operating Costs and/or Taxes, Tenant shall deliver to Landlord, no later than 30 days after expiration of the Audit Period, a notice demanding such a refund, together with a statement of the grounds for each such demand and the amount of each proposed refund. The cost of any such audit shall be paid by Tenant, except that, if it is established that the Additional Rent in respect of Operating Costs or Taxes, as applicable, charged to Tenant for the period in question was overstated by more than 3%, the reasonable out-of-pocket cost of such audit paid to a third party other than an employee of Tenant shall be paid or reimbursed to Tenant by Landlord. Provided that Landlord has complied with Section 4.3(b) or Section 4.3(e), as the case may be, an overstatement for the purposes of allocation of audit costs shall not be deemed to exist due to a refund of Taxes. Any audit shall be performed by either (a) Tenant’s or Tenant’s Affiliates regular employees or (b) a reputable certified public accountant reasonably acceptable to Landlord whose compensation is not contingent on the results of the audit. As a condition of Tenant’s right to audit under this Section 4.6, Tenant agrees, and shall cause any outside auditor retained by Tenant to agree, to maintain the confidentiality of the results of the audit, subject to the right to disclose such results in any legal proceedings regarding the accuracy of the charges for Additional Rent in respect of Operating Costs or Taxes. If Landlord determines that a report previously furnished by Landlord was in error, Landlord may furnish a corrective or supplemental report to Tenant within six (6) months after the original report was furnished, and if such corrective or supplemental report results in increased Additional Rent, the Audit Period for the year covered by such report shall be extended for six months after Landlord furnishes the corrective or supplemental report.

Tenant’s Audit Rights. AnnuallyNotwithstanding any provision of this Lease to --------------------- the contrary, within 120 Tenant shall have the right, after reasonable notice and at all reasonable times during Business Hours, to have it and/or its agents and representatives inspect and photocopy Landlord's Project accounting and Direct Expense records at Landlord's onsite Project property manager's office. Tenant and/or its agents and representatives shall have the right, for a period of three (3) years following the date any Landlord's Statement is delivered to Tenant, to commence to review and/or examine and photocopy Landlord's books and records with respect to the Direct Expenses (and the calculation of Tenant's Share of Excess Direct Expenses) covered by such Landlord's Statement during Normal Business Hours in Landlord's onsite Project property management office, upon written notice delivered at least five (5) business days after the end in advance (a "Review"). Any such Review shall be performed by an accounting firm or a firm that performs a combination of real estate and accounting services who is selected by Tenant and who shall not be compensated in any respect on a percentage of recovery basis. There shall be no more than two (2) Reviews of Direct Expenses for any twelve (12) month period. Landlord shall only be required to maintain records of Direct Expenses (i) with respect to each calendar year or Tax Fiscal Comparison Year, as applicablefor three (3) years following the date the Landlord Final Statement for such Comparison Year was delivered to Tenant; and (ii) with respect to the Base Year, Landlord shall furnish for three (3) years following the delivery to Tenant a report setting forth in reasonable detail of the Operating Costs and Taxes Landlord Final Statement for the immediately preceding calendar first Comparison Year under this Lease. Any Review of any Comparison Year must commence within three (3) years after Landlord's delivery to Tenant of the Landlord Final Statement for such year ("Claims Period"), or the right to a Review of Tenant's Share of Excess Direct Expenses for such year shall be deemed waived. If after any Review, Tenant continues to dispute the amounts payable (or in the case of Operating Costsa Base Year, the Direct Expenses covered) under the Landlord's Statement in question, and the parties are unable to resolve such dispute within thirty (30) days thereafter, either party may demand binding arbitration of the dispute pursuant to the arbitration provisions set forth in Section 30.18. Tenant agrees that any ------------- Review performed hereunder shall be at its expense, unless it is determined that Tenant's Share of Excess Direct Expenses for the entire period under Review was overstated by five percent (5%) or Tax Fiscal Year (more, in the case which event Landlord shall pay for all of Taxes). Tenant shall have the right to audit Landlord’s books Tenant's costs and records relating to Operating Costs and/or Taxes with respect to the period covered by each such report within six months after receipt expenses of such report (such six month period being called Review provided in no event shall Landlord be required to pay costs in excess of the “Audit Period”) by delivering a notice of its intention to perform such audit to Landlord. If, as a result of such audit, amount Tenant believes that it is entitled to receive as a refund of Excess Direct Expenses. Pending resolution of any Additional Rent paid by Tenant in respect disputes as to Tenant's Share of Operating Costs and/or TaxesExcess Direct Expenses, Tenant shall deliver pay to Landlord, no later than 30 days after expiration Landlord any rent adjustments alleged to be due from Tenant as reflected on the Landlord Final Statement or any invoice issued on the basis thereof. Any overpayment by Tenant of the Audit Period, Tenant's Share of Excess Direct Expenses agreed to by Landlord following a notice demanding such a refund, Review or determined through arbitration (together with a statement interest thereon calculated at the Interest Rate (defined below) from the date of the grounds for each such demand and the amount of each proposed refund. The cost of any such audit overpayment until repaid in full) shall be paid by Tenant, except thatLandlord to Tenant or credited against all rent hereunder next due; provided, if it is established this Lease shall have expired or terminated, Landlord shall, within ten (10) days of the determination that the Additional Rent there has been an overpayment, pay in respect of Operating Costs or Taxes, as applicable, charged cash to Tenant for such overpayment and interest. The "Interest Rate" as used in this Lease shall mean the period in question was overstated by more than 3lower of ten percent (10%, ) per annum or the reasonable out-of-pocket cost maximum lawful rate of such audit paid to a third party other than an employee of Tenant shall be paid or reimbursed to Tenant by Landlord. Provided that Landlord has complied with Section 4.3(b) or Section 4.3(e), as the case may be, an overstatement for the purposes of allocation of audit costs shall not be deemed to exist due to a refund of Taxes. Any audit shall be performed by either (a) Tenant’s or Tenant’s Affiliates regular employees or (b) a reputable certified public accountant reasonably acceptable to Landlord whose compensation is not contingent on the results of the audit. As a condition of Tenant’s right to audit under this Section 4.6, Tenant agrees, and shall cause any outside auditor retained by Tenant to agree, to maintain the confidentiality of the results of the audit, subject to the right to disclose such results in any legal proceedings regarding the accuracy of the charges for Additional Rent in respect of Operating Costs or Taxes. If Landlord determines that a report previously furnished by Landlord was in error, Landlord may furnish a corrective or supplemental report to Tenant within six (6) months after the original report was furnished, and if such corrective or supplemental report results in increased Additional Rent, the Audit Period for the year covered by such report shall be extended for six months after Landlord furnishes the corrective or supplemental reportinterest.

Tenant’s Audit Rights. Annually, within 120 days after the end of each calendar year or Tax Fiscal Year, as applicable, Landlord shall furnish to Tenant a report setting forth in reasonable detail the Operating Costs and Taxes for the immediately preceding calendar year (in the case of Operating Costs) or Tax Fiscal Year (in the case of Taxes). Tenant shall have ninety (90) days after Xxxxxx receives the right year end statement of the adjustment to the Operating Expenses for the prior calendar year to notify Landlord in writing of Tenant’s desire to conduct, at Tenant’s sole cost and expense, an audit Landlordof Xxxxxxxx’s books and records relating to the prior calendar year. Any such audit must be conducted by Tenant or its agent during regular business hours at the offices of Landlord or the offices of Xxxxxxxx’s designated agent and must be completed within one hundred fifty (150) days after Tenant receives the applicable year end statement. The person or entity performing the audit or review of Landlord’s books and records on Xxxxxx’s behalf or at Xxxxxx’s request may not be compensated for the audit or review on a contingency fee basis. If Landlord objects to the findings of Xxxxxx’s audit, Landlord and Tenant shall attempt to resolve their disagreement concerning the amount of Tenant’s proportionate share of Operating Costs and/or Taxes Expenses within the next thirty (30) days. If Landlord and Xxxxxx are unable to agree upon the amount of Tenant’s proportionate share of Operating Expenses (after Tenant has completed its audit), the parties shall submit the matter to binding arbitration before a single neutral arbitrator having experience in real estate valuation, property management or accounting or, alternatively, the arbitrator may be a retired judge or justice of a California Superior Court or Court of Appeal. The matter shall be decided by arbitration in accordance with the applicable arbitration statutes and the then existing Commercial Arbitration Rules of the American Arbitration Association. Any party may initiate the arbitration procedure by delivering a written notice of demand for arbitration to the other party. Within thirty (30) days after the other party’s receipt of written notice of demand for arbitration, the parties shall attempt to select a qualified arbitrator who is acceptable to all parties. If the parties are unable to agree upon an arbitrator who is acceptable to all parties, either party may request the American Arbitration Association to appoint the arbitrator in accordance with its Commercial Arbitration Rules. The provisions of California Code of Civil Procedure Section 1283.05 or its successor section(s) are incorporated in and made a part of this Lease with respect to any arbitration requested in accordance with the period covered provisions contained in this Section. Depositions may be taken and discovery may be obtained in any arbitration proceeding requested pursuant to this Section in accordance with the provisions of California Code of Civil Procedure Section 1283.05 or its successor section(s). Arbitration hearing(s) shall be conducted in Santa Xxxxx County California. Any relevant evidence, including hearsay, shall be admitted by each such report within six months after receipt the arbitrator if it is the sort of evidence upon which responsible persons are accustomed to rely in the conduct of serious affairs, regardless of the admissibility of such report (such six month period being called evidence in a court of law; however, the “Audit Period”) arbitrator shall apply California law relating to privileges and work product. In rendering his or her award, the arbitrator shall set forth the reasons for his or her decision. The fees and expenses of the arbitrator shall be paid in the manner allocated by delivering a notice the arbitrator. This agreement to arbitrate any dispute concerning the findings of its intention to perform such Xxxxxx’s audit to Landlordshall be specifically e nforceable under the prevailing arbitration law. Judgment on the award rendered by the arbitration may be entered in any court having jurisdiction thereof. If, as a result of such subsequent to Tenant’s audit, Tenant believes the parties determine that it is entitled to receive a refund of any Additional Rent paid by Tenant in respect of Operating Costs and/or Taxes, Tenant shall deliver to Landlord, no later than 30 days after expiration Landlord has overstated Tenant’s percentage share of the Audit PeriodOperating Expenses by more than five percent (5%) during the applicable calendar year, a notice demanding such a refund, together with a statement of the grounds for each such demand and the amount of each proposed refund. The cost of any such audit Landlord shall be paid by Tenant, except that, if it is established that the Additional Rent in respect of Operating Costs or Taxes, as applicable, charged to reimburse Tenant for the period in question was overstated by more than 3%, the reasonable out-of-pocket cost of such audit paid to a third party other than an employee of Tenant shall be paid or reimbursed to Tenant by Landlord. Provided that Landlord has complied with Section 4.3(b) or Section 4.3(e), as the case may be, an overstatement for the purposes of allocation of audit costs shall not be deemed to exist due to a refund of Taxes. Any audit shall be performed by either (a) Tenant’s or Tenant’s Affiliates regular employees or (b) a reputable certified public accountant reasonably acceptable to Landlord whose compensation is not contingent on the results of the audit. As a condition of Tenant’s right to audit under this Section 4.6, Tenant agrees, and shall cause any outside auditor retained by Tenant to agree, to maintain the confidentiality of the results of the audit, subject to the right to disclose such results in any legal proceedings regarding the accuracy of the charges for Additional Rent in respect of Operating Costs or Taxes. If Landlord determines that a report previously furnished by Landlord was in error, Landlord may furnish a corrective or supplemental report to Tenant within six (6) months after the original report was furnished, and if such corrective or supplemental report results in increased Additional Rent, the Audit Period for the year covered by such report shall be extended for six months after Landlord furnishes the corrective or supplemental report.”

Tenant’s Audit Rights. AnnuallyWithin ninety (90) days after receipt of a Statement by Tenant (the “Review Period”), if Tenant disputes the amount set forth in the Statement, Tenant’s employees or an independent certified public accountant who is not compensated on a contingency fee or similar basis relating to the results of such review (which accountant is a member of a regionally recognized accounting firm), designated by Tenant, may, after reasonable notice to Landlord and at reasonable times, inspect Landlord’s records at Landlord’s offices, at Tenant’s sole cost and expense, provided that Tenant is not then in default after expiration of all applicable cure periods of any obligation under this Lease (including, but not limited to, the payment of the amount in dispute) and provided further that Tenant and such accountant or representative shall, and each of them shall use their commercially reasonable efforts to cause their respective agents and employees to, maintain all information contained in Landlord’s records in strict confidence. Tenant’s failure to dispute the amounts set forth in any Statement within 120 the Review Period shall be deemed to be Tenant’s approval of such Statement and Tenant, thereafter, waives the right or ability to dispute the amounts set forth in such Statement. If after such inspection, but within thirty (30) days after the end of each calendar year or Tax Fiscal YearReview Period, Tenant notifies Landlord in writing that Tenant still disputes such amounts, a certification as applicableto the proper amount shall be made, at Tenant’s expense, by an independent certified public accountant (the “Independent Accountant”) selected by Landlord and reasonable acceptable to Tenant, which certification shall be binding upon Landlord and Tenant. Landlord shall furnish cooperate in good faith with Tenant and the accountant to show Tenant a report setting and the accountant the information upon which the certification is to be based. However, if such certification by the Independent Accountant proves that the Building Direct Expenses set forth in reasonable detail the Operating Costs and Taxes for the immediately preceding calendar year Statement were (in the case of Operating Costsi) or Tax Fiscal Year (in the case of Taxes). Tenant shall have the right to audit Landlord’s books and records relating to Operating Costs and/or Taxes with respect to the period covered by each such report within six months after receipt of such report (such six month period being called the “Audit Period”) by delivering a notice of its intention to perform such audit to Landlord. If, as a result of such audit, Tenant believes that it is entitled to receive a refund of any Additional Rent paid by Tenant in respect of Operating Costs and/or Taxes, Tenant shall deliver to Landlord, no later than 30 days after expiration of the Audit Period, a notice demanding such a refund, together with a statement of the grounds for each such demand and the amount of each proposed refund. The cost of any such audit shall be paid by Tenant, except that, if it is established that the Additional Rent in respect of Operating Costs or Taxes, as applicable, charged to Tenant for the period in question was overstated by more than 3four percent (4%), then the reasonable out-of-pocket cost of the Independent Accountant and the cost of such audit paid to a third party other than an employee of Tenant certification shall be paid or reimbursed to Tenant for by Landlord, or (ii) overstated by more than two percent (2%) but less than four percent (4%), then the cost of the Independent Accountant and the cost of such certification shall be shared equally (i.e., each party shall pay for one-half of such costs) by Landlord and Tenant. Provided that Landlord has complied with Section 4.3(b) Promptly following the parties receipt of such certification, the parties shall make such appropriate payments or Section 4.3(e)reimbursements, as the case may be, an overstatement for the purposes of allocation of audit costs shall not to each other, as are determined to be deemed owing pursuant to exist due to a refund of Taxessuch certification. Any audit shall be performed by either (a) Tenant’s or Tenant’s Affiliates regular employees or (b) a reputable certified public accountant reasonably acceptable to Landlord whose compensation is not contingent on the results of the audit. As a condition of Tenant’s right to audit under this Section 4.6, Tenant agrees, and shall cause any outside auditor retained by Tenant to agree, to maintain the confidentiality of the results of the audit, subject to the right to disclose such results in any legal proceedings regarding the accuracy of the charges for Additional Rent in respect of Operating Costs or Taxes. If Landlord determines that a report previously furnished by Landlord was in error, Landlord may furnish a corrective or supplemental report to Tenant within six (6) months after the original report was furnished, and if such corrective or supplemental report results in increased Additional Rent, the Audit Period for the year covered by such report shall be extended for six months after Landlord furnishes the corrective or supplemental report.EXHIBIT C WORK LETTER

Tenant’s Audit Rights. AnnuallyNotwithstanding anything to the contrary contained in this Lease, within 120 days after provided that Tenant is not then in default under this Lease (beyond the end of each calendar year or Tax Fiscal Year, as applicable, Landlord shall furnish to Tenant a report setting applicable notice and cure period set forth in reasonable detail this Lease), if Tenant reasonably disputes any amounts set forth in any Statement described above in this Article 4, Tenant will have the Operating Costs right, at no cost or expense to Landlord (except as otherwise provided in this Section 4.6 below), to cause Landlord’s general ledger of accounts with respect to such disputed Statement only to be audited by a nationally recognized firm of certified public accountants reasonably approved by Landlord or by a certified public accountant mutually acceptable to Landlord and Taxes for the immediately preceding calendar year (Tenant, either of which has prior experience in the case review of Operating Costs) or Tax Fiscal Year (in the case of Taxes). financial statements and which shall not be retained by Tenant on a contingency basis; provided, however, Tenant shall not have the right to perform any such audit Landlord’s books and records relating to Operating Costs and/or Taxes with respect to more than one (1) time for any calendar year during the period covered Lease Term. Any audit conducted by each such report or on behalf of Tenant shall commence within six (6) months after following Tenant’s receipt of the relevant Statement, shall be conducted in a diligent manner, and shall be completed no later than eighteen (18) months following Tenant’s receipt of such report (such six month period being called the “Audit Period”) by delivering a notice of its intention to perform such audit to Landlordrelevant Statement. IfIn addition, as a result of such audit, Tenant believes that it is entitled to receive a refund of any Additional Rent paid by Tenant in respect of Operating Costs and/or Taxes, Tenant shall deliver to Landlord, no later than 30 days after expiration of the Audit Period, a notice demanding such a refund, together with a statement of the grounds for each such demand and the amount of each proposed refund. The cost of any such audit shall be paid conducted at Landlord’s office during Landlord’s normal business hours and in the manner so as to reasonably minimize interference with Landlord’s business operations. Landlord shall have no obligation and Tenant shall have no right to make photocopies of any of Landlord’s ledgers, invoices or other items. Tenant’s audit shall be limited to an on-site review of Landlord’s general ledger of accounts. The amounts payable under this Section 4.6 by Tenant, except that, if it is established that the Additional Rent in respect of Operating Costs or Taxes, as applicable, charged Landlord to Tenant for the period in question was overstated by more than 3%, the reasonable out-of-pocket cost of such audit paid to a third party other than an employee of Tenant shall be paid or reimbursed to Tenant by to Landlord. Provided that Landlord has complied with Section 4.3(b) or Section 4.3(e), as the case may be, will be appropriately adjusted on the basis of such audit. If such audit discloses an overstatement of Direct Expenses in excess of seven percent (7%) for such calendar year, Landlord will reimburse Tenant for the purposes reasonable cost of allocation the audit; otherwise the cost of such audit including Landlord’s costs shall not be deemed to exist due to a refund of Taxes. Any incurred in complying with such audit shall be performed borne by either (a) Tenant. Tenant agrees to keep, and to cause its accountant and employees to keep, all information revealed by any audit of Landlord’s books and records strictly confidential and not to disclose any such information or permit any such information to be disclosed to anyone other than Landlord, unless compelled to do so by a court of law. Tenant hereby acknowledges that Tenant’s or Tenant’s Affiliates regular employees or (b) a reputable certified public accountant reasonably acceptable to Landlord whose compensation is not contingent on the results of the audit. As a condition of Tenant’s sole right to audit under inspect Landlord’s books and records and to contest the amount of Direct Expenses payable by Tenant shall be as set forth in this Section 4.6, and Tenant agrees, hereby waives any and all other rights pursuant to applicable law to inspect such books and records and/or to contest the amount of Direct Expenses payable by Tenant. The provisions of this Section 4.6 shall cause any outside auditor retained by Tenant to agree, to maintain survive the confidentiality expiration or earlier termination of the results of the audit, subject to the right to disclose such results in any legal proceedings regarding the accuracy of the charges for Additional Rent in respect of Operating Costs or Taxes. If Landlord determines that a report previously furnished by Landlord was in error, Landlord may furnish a corrective or supplemental report to Tenant within six (6) months after the original report was furnished, and if such corrective or supplemental report results in increased Additional Rent, the Audit Period for the year covered by such report shall be extended for six months after Landlord furnishes the corrective or supplemental reportthis Lease.

Tenant’s Audit Rights. Annually, within 120 days after In the end event Tenant disputes the amount of each calendar year or Tax Fiscal Property Operating Expenses set forth in the Operating Statement delivered by Landlord to Tenant for a particular Expense Year, as applicable, Landlord shall furnish to Tenant a report setting forth in reasonable detail the Operating Costs and Taxes for the immediately preceding calendar year (in the case of Operating Costs) or Tax Fiscal Year (in the case of Taxes). Tenant shall have the right right, at Tenant's cost, after reasonable prior written notice to audit Landlord’s , to have Tenant's authorized employees or agents review during normal business hours, at the offices of Landlord where Landlord's books and records relating to for the Property are kept, Landlord's books and records concerning the Property Operating Costs and/or Taxes with respect to the period covered by each Expenses set forth in such report within six months after receipt of such report (such six month period being called the “Audit Period”) by delivering a notice of its intention to perform such audit to Landlord. IfOperating Statement; provided, as a result of such audit, Tenant believes that it is entitled to receive a refund of any Additional Rent paid by Tenant in respect of Operating Costs and/or Taxeshowever, Tenant shall deliver have no right to conduct such review, have an audit performed by the Accountant as described below, or object to or otherwise dispute the amount of the Property Operating Expenses set forth in any such Operating Statement unless Tenant notifies Landlord in writing of such objection and dispute, completes such review, and has the Accountant commence and complete such audit within twenty four (24) months immediately following Landlord's delivery of the particular Operating Statement in question (the "Review Period"); provided, further, that notwithstanding any such timely objection, dispute, review, and/or audit, and as a condition precedent to Tenant's exercise of its right of objection, dispute, review and/or audit as set forth in this Section 3.8, Tenant shall not be permitted to withhold payment of, and Tenant shall timely pay to Landlord, no later than 30 days after expiration of the Audit Period, a notice demanding such a refund, together with a statement of the grounds for each such demand and the amount of each proposed refundAdditional Rent shown in the Operating Statement as being due from Tenant. The cost However, such payment may be made under protest pending the outcome of any audit which may be performed by the Accountant as described below. In connection with any such audit shall be paid review by Tenant, except that, if it is established Landlord and Tenant shall reasonably cooperate with each other so that the Additional Rent in respect of Operating Costs or Taxes, as applicable, charged to Tenant for the period in question was overstated by more than 3%, the reasonable out-of-pocket cost of such audit paid review can be performed pursuant to a third party other than mutually acceptable schedule, in an employee expeditious manner and without undue interference with Landlord's operation and management of the Building. If after such review Tenant still disputes the amount of the Property Operating Expenses set forth in the Operating Statement, Tenant shall be paid or reimbursed have the right, within the Review Period, to Tenant by Landlord. Provided that Landlord has complied with Section 4.3(b) or Section 4.3(e), as the case may be, cause an overstatement for the purposes of allocation of audit costs shall not be deemed to exist due to a refund of Taxes. Any audit shall be performed by either (a) Tenant’s or Tenant’s Affiliates regular employees or (b) a reputable independent certified public accountant reasonably acceptable to Landlord whose compensation which is not contingent paid on the results of the audit. As a condition of Tenant’s right to audit under this Section 4.6, Tenant agrees, contingency basis and shall cause any outside auditor retained by Tenant to agree, to maintain the confidentiality of the results of the audit, subject to the right to disclose such results in any legal proceedings regarding the accuracy of the charges for Additional Rent in respect of Operating Costs or Taxes. If Landlord determines that a report previously furnished which is mutually approved by Landlord was in error, Landlord may furnish a corrective or supplemental report to and Tenant within six (6) months after the original report was furnished, and if such corrective or supplemental report results in increased Additional Rent, the Audit Period for the year covered by such report shall be extended for six months after Landlord furnishes the corrective or supplemental report.the

Tenant’s Audit Rights. AnnuallyTenant, at its expense, shall have the right upon fifteen (15) days prior written notice to Landlord ( "Tenant's Audit Notice") to be given only within 120 ninety (90) days after Tenant receives the end annual statement of each calendar year or Tax Fiscal Year, as applicable, Landlord shall furnish Additional Rent to Tenant a report setting forth in reasonable detail the Operating Costs audit Landlord's books and Taxes records relating to such statement for the such immediately preceding calendar year, subject to the following terms and conditions: (a) no audit shall be conducted at any time that Tenant is in default of any of the terms of this Lease; (b) any audit shall be conducted only by independent certified public accountants practicing for a reputable accounting firm, approved by Landlord prior to its engagement, which approval shall not be unreasonably withheld , employed by Tenant on an hourly or fixed fee basis, and not on a contingency fee basis; and (c) Tenant shall not audit Landlord's books and records more than one (1) time for any calendar year. Tenant acknowledges that Tenant's right to inspect Landlord's books and records with respect to Additional Rent for the preceding calendar year is for the exclusive purpose of determining whether Landlord has complied with the terms of the Lease with respect to Additional Rent. Tenant shall have ninety (90) days after Tenant's Audit Notice to complete Tenant's inspection of Landlord's books and records concerning Additional Rent at Landlord's accounting office. During its inspection Tenant agrees to request, in writing, all pertinent documents relating to the case inspection. If in Landlord's possession, Landlord will provide such documents to Tenant within ten (10) days from Landlord's receipt of Operating Costs) or Tax Fiscal Year (in the case of Taxes). request and Tenant shall not remove such records from Landlord's accounting office, but Tenant shall have the right to make copies of the relevant documents at Tenant's expense. Tenant shall deliver to Landlord a copy of the results of such audit Landlord’s books within fifteen (15) days of its receipt by Tenant. The nature and records relating content of any audit are strictly confidential. Tenant, on behalf of its accountant, employees and agents shall not disclose the information obtained from the audit to any other person or entity, including, without limitation, any other tenant in the Building, or any agent, employee, officer, shareholder, partner, accountant or attorney of such tenant in the Building. A breach of this confidentiality agreement shall constitute an Event of Default under this Lease. No assignee shall conduct an audit for any period during which such assignee was not in possession of the Premises. If Tenant's audit shows that Operating Costs and/or Taxes with respect are overstated by more than seven percent (7%), then Landlord agrees to pay the period covered by each such report within six months after receipt of such report (such six month period being called the “Audit Period”) by delivering a notice of its intention to perform such audit to Landlord. If, as a result reasonable costs of such audit, Tenant believes that it is entitled not to receive a refund exceed Two Thousand Five Hundred and 00/100 Dollars ($2,500.00) per audit. If Tenant's audit shows an overpayment of any Additional Rent paid by Tenant, Tenant's excess payment shall be credited toward the rent next due from Tenant in respect under this Lease. If Tenant's audit shows an underpayment of Operating Costs and/or TaxesAdditional Rent by Tenant, Tenant shall deliver to Landlord, no later than 30 pay Landlord the deficiency within (10) days after expiration Tenant's receipt of the Audit Period, a notice demanding such a refund, together with a Landlord's statement of the grounds for each such demand and the amount of each proposed refund. The cost of any such audit shall be paid by Tenant, except that, if it is established that the Additional Rent in respect of Operating Costs or Taxes, as applicable, charged to Tenant for the period in question was overstated by more than 3%, the reasonable out-of-pocket cost of such audit paid to a third party other than an employee of Tenant shall be paid or reimbursed to Tenant by Landlord. Provided that Landlord has complied with Section 4.3(b) or Section 4.3(e), as the case may be, an overstatement for the purposes of allocation of audit costs shall not be deemed to exist due to a refund of Taxes. Any audit shall be performed by either (a) Tenant’s or Tenant’s Affiliates regular employees or (b) a reputable certified public accountant reasonably acceptable to Landlord whose compensation is not contingent on the results of the audit. As a condition of Tenant’s right to audit under this Section 4.6, Tenant agrees, and shall cause any outside auditor retained by Tenant to agree, to maintain the confidentiality of the results of the audit, subject to the right to disclose such results in any legal proceedings regarding the accuracy of the charges for Additional Rent in respect of Operating Costs or Taxes. If Landlord determines that a report previously furnished by Landlord was in error, Landlord may furnish a corrective or supplemental report to Tenant within six (6) months after the original report was furnished, and if such corrective or supplemental report results in increased Additional Rent, the Audit Period for the year covered by such report shall be extended for six months after Landlord furnishes the corrective or supplemental reportunderpayment.

Tenant’s Audit Rights. Annually, within not later than the date 120 days after the end of each calendar year or Tax Fiscal Year, as applicableduring the Lease Term, Landlord shall furnish to Tenant a report setting forth in reasonable detail the Operating Costs Costs, Insurance Costs, and Taxes for the immediately preceding calendar year (in the case of Operating Costs and Insurance Costs) or Tax Fiscal Year (in the case of Taxes). Tenant shall have the right to audit Landlord’s 's books and records relating to Operating Costs, Insurance Costs and/or Taxes with respect to the period covered by each such report within six months two (2) years after receipt of such report (such six month two (2) year period being called the “"Audit Period”") by delivering a notice of its intention to perform such audit to Landlord. Any such audit shall be performed at Landlord's office in Needham, Massachusetts, and Landlord shall make such books and records available within ten (10) Business Days after receiving Tenant's written notice. If, as a result of such audit, Tenant believes that it is entitled to receive a refund of any Additional Rent paid by Tenant in respect of Operating Costs, Insurance Costs and/or Taxes, Tenant shall deliver to Landlord, no later than 30 thirty (30) days after expiration of the Audit Period, a notice demanding such a refund, together with a statement of the grounds for each such demand and the amount of each proposed refund. If, as a result of such audit, it is established that the Additional Rent charged to Tenant for the period in question was overstated, Landlord shall refund to Tenant within thirty (30) days after such overstatement is established the amount of the overstatement; and, if the Additional Rent was overstated by more than five percent (5%), Landlord shall pay Tenant interest on the refund at the Applicable Rate from the payment of the overstated amount by Tenant to the date of the refund. The cost of any such audit shall be paid by Tenant, except that, if it is established that the Additional Rent in respect of Operating Costs or Taxes, as applicable, charged to Tenant for the period in question was overstated by more than 3five percent (5%), the reasonable out-of-pocket cost of such audit paid to a third party other than an employee of Tenant shall be paid or reimbursed to Tenant by Landlord. Provided that Landlord has complied with Section 4.3(b) or Section 4.3(e), as the case may be, an An overstatement for the purposes of allocation of audit costs shall not be deemed to exist due to a refund of TaxesRefund. Any audit shall be performed by either (a) Tenant’s or Tenant’s Affiliates 's regular employees or employees, (b) a reputable certified public accountant reasonably acceptable to Landlord an independent accounting firm whose compensation is not not, directly or indirectly, contingent in whole or in part on the results of the audit. As a condition of Tenant’s right to audit under this Section 4.6, Tenant agrees, and shall cause any outside auditor or (c) an attorney or independent consultant retained by Tenant to agreewhose compensation is not, to maintain the confidentiality of directly or indirectly, contingent in whole or in part on the results of the audit, subject to the right to disclose such results in any legal proceedings regarding the accuracy of the charges for Additional Rent in respect of Operating Costs or Taxes. If Landlord determines that a report previously furnished by Landlord was in error, Landlord may furnish a corrective or supplemental report to Tenant within six (6) months after the original report was furnishedTenant, and if such corrective or supplemental report results in increased Additional Rent, the Audit Period for the year covered by such report shall be extended for six months one (1) year after Landlord furnishes the corrective or supplemental report. Notwithstanding the foregoing, if Landlord has not billed Tenant on account of any Operating Cost, Insurance Cost or Taxes on or before the date two (2) years after the end of the calendar year in which such cost was incurred by Landlord, then Landlord shall be conclusively deemed to have waived any obligation on the part of Tenant to pay for such cost, provided that such two (2) year period shall be extended for such period of time, if any, that delay in billing by Landlord is attributable to a delay in Landlord's receipt of a bill from a third party.

Tenant’s Audit Rights. AnnuallyAt any time within one-hundred eighty (180) days of Landlord's delivery of the aforesaid year-end reconciliation statement regarding Excess Operating Costs or Excess Real Estate Taxes (but not more than once per year), within 120 days after the end of each calendar year Tenant or Tax Fiscal Yeara nationally recognized public accounting firm retained by Tenant may, upon at least thirty (30) days' prior written notice, inspect Landlord's records pertaining to such Operating Costs or Real Estate Taxes assessed by Landlord as applicable, Landlord shall furnish to Tenant a report setting set forth in reasonable detail the Operating Costs and Taxes for the immediately preceding calendar year (Landlord's statement. Landlord or its agents shall produce said records at Landlord's offices in the case Washington, D.C. metropolitan area upon the request of Operating Costs) or Tax Fiscal Year (in Tenant. Tenant's audit rights shall be expressly limited to the case of Taxes). Tenant shall have the right to audit Landlord’s books and records relating to most recent year-end statement delivered by Landlord to Tenant. However, in addition, if Tenant's review of such Landlord's records reveals, in Tenant's reasonable opinion, an error or a billing by Landlord which is inconsistent with the definitions of Operating Costs and/or or Real Estate Taxes set forth in Sections 4.3 and 4.4, Tenant may request, and Landlord shall produce its records relating to the three (3) previous years only with respect to the period covered line item with respect to which such error or incorrect billing was discovered by each Tenant. If Tenant's audit shall conclusively disclose an overbilling by Landlord (and commensurate overpayment by Tenant) of the amount actually owed for such report within six months after receipt period, Landlord shall promptly credit the amount of such report overpayment against Tenant's next due installment of Rent. In addition, if Tenant's audit shall conclusively disclose an overbilling by Landlord (and commensurate overpayment by Tenant) of more than seven and one-half percent (7.5%) of the amount actually owed for such six month period being called period, Landlord shall promptly reimburse Tenant for all reasonable accounting and attorneys fees related to the “Audit Period”) by delivering a notice of its intention to perform such audit to Landlord. If, as a result costs of such audit, Tenant believes that it is entitled provided that: (i) the maximum reimbursement payable by Landlord with respect to receive a refund of any Additional Rent paid by Tenant in respect of Operating Costs and/or Taxes, Tenant shall deliver to Landlord, no later than 30 days after expiration of the Audit Period, a notice demanding such a refund, together with a statement of the grounds for each such demand and the amount of each proposed refund. The cost of any such audit shall be paid by Tenant, except that, if it is established that the Additional Rent in respect of Operating Costs or Taxes, as applicable, charged to Tenant for the period in question was overstated by more than 3%, the reasonable out-of-pocket cost of such audit paid to a third party other than an employee of Tenant shall be paid or reimbursed to Tenant by Landlord. Provided that Three Thousand Dollars ($5,000.00) and (ii) Landlord has complied with Section 4.3(b) or Section 4.3(e), as the case may be, an overstatement for the purposes of allocation of audit costs shall not be deemed obligated to exist due reimburse any audit costs payable to the auditor on a refund of Taxes. Any audit shall be performed by either (a) Tenant’s or Tenant’s Affiliates regular employees or (b) contingency basis based upon a reputable certified public accountant reasonably acceptable to Landlord whose compensation is not contingent on the results percentage of the audit. As a condition of Tenant’s right to audit under this Section 4.6, Tenant agrees, and shall cause any outside auditor retained by Tenant to agree, to maintain the confidentiality amount of the results of the discrepancy discovered in such audit, subject to the right to disclose such results in any legal proceedings regarding the accuracy of the charges for Additional Rent in respect of Operating Costs or Taxes. If Landlord determines that a report previously furnished by Landlord was in error, Landlord may furnish a corrective or supplemental report to Tenant within six (6) months after the original report was furnished, and if such corrective or supplemental report results in increased Additional Rent, the Audit Period for the year covered by such report shall be extended for six months after Landlord furnishes the corrective or supplemental report.

Tenant’s Audit Rights. AnnuallyTenant shall have the right, by written notice to Landlord given within 120 one hundred twenty (120) days after Tenant’s receipt of the end of each calendar year or Tax Fiscal Yearannual statement, as applicable, Landlord shall furnish to Tenant a report setting forth in request reasonable detail the back-up documentation for specific Operating Costs and Real Estate Taxes shown on such annual statement, or specific categories thereof, and Landlord shall provide Tenant with (or make available to Tenant at Landlord’s offices) reasonable supporting documentation for any expenses or category of expenses questioned by Tenant in such notice. If Tenant does not give Landlord such request within such time, Tenant shall have waived its right to dispute the immediately preceding calendar year Annual Statement. Promptly after the receipt of such written request from Tenant, Landlord and Tenant shall endeavor in good faith to resolve Tenant’s questions or dispute. If such efforts do not succeed within ninety (in the case of Operating Costs90) or Tax Fiscal Year (in the case of Taxes). days after Tenant’s initial written request, Tenant shall have the right to cause a nationally recognized independent certified public accountant or a nationally recognized commercial real estate company designated by Tenant, to be paid on an hourly and not a contingent fee basis, to audit the items questioned by Tenant in its original notice contesting the annual statement, provided that Tenant (i) notifies Landlord in writing of Tenant’s intention to exercise such audit right within sixty (60) days after the expiration of such ninety (90)-day period, (ii) actually begins such audit within sixty (60) days after the notice from Tenant to Landlord advising Landlord that Tenant will require an audit (provided that such 60-day period within which the audit must be commenced shall be extended by the length of any delay in the commencement of the audit that is caused by Landlord) and (iii) diligently pursues such audit to completion as quickly as reasonably possible. Landlord agrees to make available to Tenant’s auditors, at Landlord’s office in San Francisco, the books and records relating to Operating Costs and/or Taxes with respect relevant to the period covered by each audit for review and copying, but such report within six months after receipt of such report (such six month period being called the “Audit Period”) by delivering a notice of its intention to perform such audit to books and records may not be removed from Landlord’s offices. If, as a result Tenant shall bear all costs of such audit, Tenant believes that it is entitled to receive a refund of any Additional Rent paid by Tenant including Landlord’s actual copying costs and personnel costs, if any, incurred in respect of Operating Costs and/or Taxes, Tenant shall deliver to Landlord, no later than 30 days after expiration of the Audit Period, a notice demanding connection with such a refund, together with a statement of the grounds for each such demand and the amount of each proposed refund. The cost of any such audit shall be paid by Tenantaudit, except that, if it is established that the Additional Rent in respect audit (as conducted and certified by the auditor) shows an aggregate overstatement of Operating Costs of five (5%) or Taxesmore, and Landlord’s auditors concur in such findings (or, in the absence of such concurrence, such overstatement is confirmed by a court of competent jurisdiction or such other dispute resolution mechanism as applicableto which the parties mutually agree in writing), charged then Landlord shall bear all costs of the audit (including the cost of the dispute resolution mechanism). If the agreed or confirmed audit shows an underpayment of Operating Costs by Tenant, Tenant shall pay to Landlord, within ten (10) business days after the audit is agreed to or confirmed, the amount owed to Landlord, and, if the agreed or confirmed audit shows an overpayment of Operating Costs by Tenant, Landlord shall reimburse Tenant for such overpayment within thirty (30) days after the period in question was overstated by more than 3%audit is agreed to or confirmed. Notwithstanding anything to the contrary set forth above, the reasonable out-of-pocket cost of such audit paid to a third party other than an employee of Tenant shall be paid or reimbursed to Tenant by Landlord. Provided that Landlord has complied with Section 4.3(b) or Section 4.3(e), as the case may be, an overstatement for the purposes of allocation of audit costs shall not be deemed to exist due to a refund of Taxes. Any audit shall be performed by either (a) Tenant’s or Tenant’s Affiliates regular employees or (b) a reputable certified public accountant reasonably acceptable to Landlord whose compensation is not contingent on the results of the audit. As a condition of Tenant’s right to audit rights under this Section 4.64.2. shall be conditioned upon (i) Tenant having paid the total amounts billed by Landlord under this Section 4.2 (including, without limitation, the contested amounts) and (ii) Tenant agreesand Tenant’s auditor executing, and shall cause any outside auditor retained by Tenant prior to agree, to maintain the confidentiality of the results commencement of the audit, subject a confidentiality agreement in form and substance reasonably satisfactory to Landlord and Tenant in which Tenant and Tenant’s auditor shall agree to keep confidential, and not disclose to any other party (except to the right to disclose limited extent expressly provided in the confidentiality agreement), the results of any such results in audit or any legal proceedings regarding the accuracy of the charges for Additional Rent in respect of Operating Costs or Taxes. If Landlord determines that a report previously furnished action taken by Landlord was in error, Landlord may furnish a corrective or supplemental report to Tenant within six (6) months after the original report was furnished, and if such corrective or supplemental report results in increased Additional Rent, the Audit Period for the year covered by such report shall be extended for six months after Landlord furnishes the corrective or supplemental reportresponse thereto.

Tenant’s Audit Rights. Annually, Not more than once a year and within 120 90 days after following the end of each calendar year or Tax Fiscal Year, as applicableand upon Xxxxxx’s request, Landlord shall furnish Tenant reasonable documentation for the Additional Rent described in Sections 4.3 through 4.6 for the prior calendar year. Upon written request within 90 days following Xxxxxxxx’s supplying Tenant with such reasonable documentation, Tenant, at its sole cost and expense, may review Tenant’s applicable records concerning such Additional Rent expenses for the applicable period during reasonable times acceptable to Landlord; however, in no event shall such review be done by any party who is compensated by Xxxxxx on a contingency fee basis. If such examination reveals the Additional Rent reviewed appears to have been overstated by Landlord, Landlord will have an opportunity to review the determination of the same and, if Landlord concurs in the assessment that there has been an error in Landlord’s statement resulting in Xxxxxx’s overpayment, Landlord shall, at Landlord’s option, either give Tenant a report setting forth in reasonable detail credit against the Operating Costs and Taxes for next payment of Additional Rent or pay Tenant the immediately preceding calendar year amount overpaid (in and, if the case of Operating Costs) or Tax Fiscal Year (in Term has ended, Landlord shall pay Tenant the case of Taxesamount overpaid). Tenant shall have In the right to audit Landlord’s books and records relating to Operating Costs and/or Taxes with respect to the period covered by each such report within six months after receipt of such report (such six month period being called the “Audit Period”) by delivering a notice of its intention to perform such audit to Landlord. If, as a result of such audit, Tenant believes event that it is entitled to receive a refund of any Additional Rent paid by Tenant in respect of Operating Costs and/or Taxes, Tenant shall deliver to Landlord, no later than 30 days after expiration of the Audit Period, a notice demanding such a refund, together with a statement of the grounds for each such demand and the amount of each proposed refund. The cost the overpayment due Tenant exceeds by five percent (5%) of any such audit shall be paid by Tenant, except that, if it is established that the total of the Additional Rent actually due, then Landlord shall reimburse Tenant the reasonable cost of conducting its examination of Landlord’s records. In the event that Landlord disputes in respect writing Tenant’s determination of Operating Costs any overpayment and there is not a resolution of such dispute between Landlord and Tenant within 10 days thereafter, Landlord and Tenant agree to use an independent third party accountant to resolve the dispute selected by the parties within 20 days following Xxxxxxxx’s written statement of disagreement with Xxxxxx’s determination, and, failing an agreement on the selection of such third party accountant, each party shall select an accountant of its choice with a third accountant selected by the other two and with the dispute resolved by a majority decision reached within 10 days following selection of the accountants, by which decision the parties agree to be bound. In the event that Xxxxxx does not request additional backup information concerning such Additional Rent described in this Section within 90 days after the end of a calendar year or Taxes, as applicable, charged upon requesting such documentation does not request to Tenant for review Landlord’s records within 90 days after the period in question was overstated by more than 3%receipt of Landlord’s reasonable documentation provided to Tenant, the reasonable out-of-pocket cost of such audit paid to a third party other than an employee of Tenant shall be paid or reimbursed to Tenant by Landlord. Provided that Landlord has complied with Section 4.3(b) or Section 4.3(e), as the case may be, an overstatement for the purposes of allocation of audit costs shall not be deemed to exist due to a refund of Taxes. Any audit shall be performed by either (a) Tenant’s or Tenant’s Affiliates regular employees or (b) a reputable certified public accountant reasonably acceptable to Landlord whose compensation is not contingent on the results of the audit. As a condition of Tenant’s right to audit under this Section 4.6, Tenant agrees, and shall cause any outside auditor retained by Tenant to agree, to maintain the confidentiality of the results of the audit, subject to the right to disclose such results in any legal proceedings regarding fully satisfied with the accuracy of the charges for such Additional Rent in respect of Operating Costs or Taxes. If Landlord determines that a report previously furnished by Landlord was in error, Landlord may furnish a corrective or supplemental report and shall waive any rights to Tenant within six (6) months after protest the original report was furnished, and if such corrective or supplemental report results in increased Additional Rent, the Audit Period for the year covered by such report shall be extended for six months after Landlord furnishes the corrective or supplemental reportsame.

Tenant’s Audit Rights. AnnuallyWithin 120 days of the end of any calendar year with respect to Operating Costs and Insurance Costs, and within 120 days after of the end of each calendar year or any Tax Fiscal Year, as applicableYear with respect to Taxes, Landlord shall furnish to Tenant a report setting forth in reasonable detail the Project Operating Costs Costs, Building Operating Costs, Project Insurance Costs, Building Insurance Costs, Project Taxes and Building Taxes for the immediately preceding calendar year (in the case of Operating Costs and Insurance Costs) or Tax Fiscal Year (in the case of Taxes). Tenant shall have the right to audit Landlord’s books and records relating to Operating Costs Costs, Insurance Costs, and/or Taxes with respect to the period covered by each such report within six months after receipt of such report (such six month period being called the “Audit Period”) by delivering a notice of its intention to perform such audit to Landlord. If, as a result of such audit, Tenant believes that it is entitled to receive a refund of any Additional Rent paid by Tenant in respect of Operating Costs Costs, Insurance Costs, and/or Taxes, Tenant shall deliver to Landlord, no later than 30 60 days after expiration of the Audit Period, a notice demanding such a refund, together with a statement of the grounds for each such demand and the amount of each proposed refund. The cost of any such audit shall be paid by Tenant, except that, if it is established that the Additional Rent in respect of Operating Costs, Insurance Costs or Taxes, as applicable, and Taxes charged to Tenant for the period in question was overstated by more than 3five percent (5%), the reasonable out-of-pocket cost of such audit paid to a third party other than an employee of Tenant shall be paid or reimbursed to Tenant by Landlord. Provided that Landlord has complied with Section 4.3(b) or Section 4.3(e), as the case may be, an An overstatement for the purposes of allocation of audit costs shall not be deemed to exist due to a refund Refund, unless Landlord fails to pay or credit Tenant for Tenant’s Share of Taxesthe Refund. Any audit shall may be performed conducted only by either (a) Tenant’s or Tenant’s Affiliates regular employees or and/or (b) a reputable certified public accountant reasonably acceptable to Landlord consultant with at least 10 years’ experience in performing such audits whose compensation is not not, directly or indirectly, contingent in whole or in part on the results of the audit; provided that is any such audit is performed by CyberLease, LLC, the compensation of CyberLease, LLC may be contingent on the results of the audit. As a condition of Tenant’s right to audit under this Section 4.6Landlord hereby agrees and acknowledges that such audits may be conducted by CyberLease, Tenant agrees, and shall cause any outside auditor retained by Tenant to agree, to maintain the confidentiality of the results of the audit, subject to the right to disclose such results in any legal proceedings regarding the accuracy of the charges for Additional Rent in respect of Operating Costs or TaxesLLC. If Landlord determines that a report previously furnished by Landlord was in error, Landlord may furnish a corrective or supplemental report to Tenant within six (6) 12 months after the original report was furnished, and if such corrective or supplemental report results in increased Additional Rent, the Audit Period for the year covered by such report shall be extended for six months after Landlord furnishes the corrective or supplemental report. If Landlord bills Tenant for any Tenant’s Utility Costs pursuant to Section 4.6 on an estimated basis, then the annual calendar year reconciliation reports furnished by Landlord to Tenant with respect to Operating Costs and Insurance Costs as provided for above shall also cover such Tenant’s Utility Costs for the applicable calendar year, and the rights and obligations of the parties with respect to such Tenant’s Utility Costs shall be the same as are provided for above in this Section 4.7 with respect to Operating Costs and Insurance Costs.

Tenant’s Audit Rights. AnnuallyTenant, within 120 days after the end of each calendar year or Tax Fiscal Yearat its expense, as applicable, Landlord shall furnish to Tenant a report setting forth in reasonable detail the Operating Costs and Taxes for the immediately preceding calendar year (in the case of Operating Costs) or Tax Fiscal Year (in the case of Taxes). Tenant shall have the right upon fifteen (15) days prior written notice to Landlord ( “Tenant’s Audit Notice”) to be given only within ninety (90) days after Tenant receives the annual Statement of Direct Expenses to audit Landlord’s books and records relating to Operating Costs and/or Taxes such Statement for such immediately preceding Expense Year, subject to the following terms and conditions: (a) No audit shall be conducted at any time that an Event of Default exists of any of the terms of this Lease; (b) any audit shall be conducted only by certified public accountants practicing for an independent accounting firm, employed by Tenant on an hourly or fixed fee basis, and not on a contingency fee basis; and (c) Tenant shall not audit Landlord’s books and records more than one (1) time for any Expense Year. Tenant acknowledges that Tenant’s right to inspect Landlord’s books and records with respect to Direct Expenses for the period covered by each preceding Expense Year is for the exclusive purpose of determining whether Landlord has complied with the terms of the Lease with respect to Direct Expenses. Tenant shall have ninety (90) days after Tenant’s Audit Notice to complete Tenant’s inspection of Landlord’s books and records concerning Direct Expenses at Landlord’s accounting office. During its inspection Tenant agrees to request, in writing, all pertinent documents relating to the inspection. Landlord will provide such report documents to Tenant within six months after ten (10) days from Landlord’s receipt of the request and Tenant shall not remove such report records from Landlord’s accounting office, but Tenant shall have the right to make copies of the relevant documents at Tenant’s expense. Tenant shall deliver to Landlord a copy of the results of such audit within fifteen (such six month period being called the “Audit Period”15) by delivering a notice days of its intention to perform such receipt by Tenant. The nature and content of any audit are strictly confidential. Tenant, on behalf of its accountant, employees and agents shall not disclose the information obtained from the audit to Landlordany other person or entity, including, without limitation, any other tenant in the Building, or any agent, employee, officer, shareholder, partner, accountant or attorney of such tenant in the Building. IfExcept for a Permitted Transferee, as a result no assignee shall conduct an audit for any period during which such assignee was not in possession of the Premises. If Tenant’s audit shows that Direct Expenses are overstated by more than five percent (5%), then Landlord agrees to pay the reasonable costs of such audit, Tenant believes that it is entitled not to receive a refund of any Additional Rent paid by Tenant in respect of Operating Costs and/or Taxes, Tenant shall deliver to Landlord, no later than 30 days after expiration of the Audit Period, a notice demanding such a refund, together with a statement of the grounds for each such demand exceed Two Thousand and the amount of each proposed refund. The cost of any such audit shall be paid by Tenant, except that, if it is established that the Additional Rent in respect of Operating Costs or Taxes, as applicable, charged to Tenant for the period in question was overstated by more than 3%, the reasonable out-of-pocket cost of such audit paid to a third party other than an employee of Tenant shall be paid or reimbursed to Tenant by Landlord. Provided that Landlord has complied with Section 4.3(b00/100 Dollars ($2,000.00) or Section 4.3(e), as the case may be, an overstatement for the purposes of allocation of audit costs shall not be deemed to exist due to a refund of Taxes. Any audit shall be performed by either (a) Tenant’s or Tenant’s Affiliates regular employees or (b) a reputable certified public accountant reasonably acceptable to Landlord whose compensation is not contingent on the results of the per audit. As a condition of Tenant’s right to audit under this Section 4.6, Tenant agrees, and shall cause any outside auditor retained by Tenant to agree, to maintain the confidentiality of the results of the audit, subject to the right to disclose such results in any legal proceedings regarding the accuracy of the charges for Additional Rent in respect of Operating Costs or Taxes. If Landlord determines that a report previously furnished by Landlord was in error, Landlord may furnish a corrective or supplemental report to Tenant within six (6) months after the original report was furnished, and if such corrective or supplemental report results in increased Additional Rent, the Audit Period for the year covered by such report shall be extended for six months after Landlord furnishes the corrective or supplemental report.

Tenant’s Audit Rights. AnnuallyNotwithstanding anything to the contrary contained in this Lease, within 120 days after the end of each calendar year or Tax Fiscal Year, as applicable, Landlord shall furnish to if Tenant a report setting reasonably disputes any amounts set forth in reasonable detail any Actual Statement described above in this Paragraph 6, Tenant will have the Operating Costs and Taxes for right no later than sixty (60) days following receipt of an Actual Statement to cause Landlord's general ledger of accounts with respect to the immediately preceding calendar year (only to be audited by a nationally recognized firm of certified public accountants reasonably approved by Landlord, at no cost or expense to Landlord, by a certified public accountant mutually acceptable to Landlord and Tenant and which has prior experience in the case review of financial statements and which shall not have provided primary accounting services to Tenant within the last three (3) years and which shall not be retained by Tenant on a contingency basis; provided, however, Tenant shall not have the right to perform any such audit more than one (1) time for any calendar year during the Lease Term, provided further, if any other tenant(s) shall have already initiated an audit of the Operating Costs) or Tax Fiscal Year (in the case of Taxes). Tenant Expenses during such calendar year, Landlord shall have the right at its option to limit Tenant's audit to a review of such other audit(s) and any reasonable and specific concerns Tenant may have with any such audit(s) and Tenant shall not be entitled to reopen Landlord’s books and records relating to 's general ledger of accounts regarding Operating Costs and/or Taxes Expenses for such calendar year except with respect to the period covered such reasonable and specific concerns of Tenant concerning such other audit(s). Any audit conducted by each such report within six months after receipt of such report (such six month period being called the “Audit Period”) by delivering a notice of its intention to perform such audit to Landlord. If, as a result of such audit, Tenant believes that it is entitled to receive a refund of any Additional Rent paid by Tenant in respect of Operating Costs and/or Taxes, Tenant shall deliver to Landlord, no later than 30 days after expiration of the Audit Period, a notice demanding such a refund, together with a statement of the grounds for each such demand and the amount of each proposed refund. The cost of any such audit shall be paid by Tenant, except that, if it is established that the Additional Rent in respect of Operating Costs or Taxes, as applicable, charged to Tenant for the period in question was overstated by more than 3%, the reasonable out-of-pocket cost of such audit paid to a third party other than an employee on behalf of Tenant shall be paid performed within ninety (90) days and shall be conducted at Landlord's office during Landlord's normal business hours and in the manner so as to minimize interference with Landlord's business operations. Landlord shall have no obligation and Tenant shall have no right to make photocopies of any of Landlord's ledgers, invoices or reimbursed other items. Tenant's audit shall be limited to an on-site review of Landlord's general ledger of accounts. The amounts payable under this Paragraph 6 by Landlord to Tenant by or to Tenant to Landlord. Provided that Landlord has complied with Section 4.3(b) or Section 4.3(e), as the case may be, will be appropriately adjusted on the basis of such audit. If such audit discloses an overstatement of Operating Expenses in excess of five percent (5%) for such calendar year, Tenant will receive a credit against Tenant's future Operating Expense obligations for the purposes reasonable costs of allocation such audit; otherwise the cost of such audit including Landlord's costs shall not be deemed to exist due to a refund of Taxes. Any incurred in complying with such audit shall be performed borne by either (a) Tenant’s or Tenant’s Affiliates regular employees or (b) a reputable certified public accountant reasonably acceptable . Tenant agrees to Landlord whose compensation is not contingent on the results of the audit. As a condition of Tenant’s right to audit under this Section 4.6, Tenant agreeskeep, and shall to cause in its account and employee to keep, all information revealed by any outside auditor retained by Tenant to agree, to maintain the confidentiality audit of the results of the audit, subject to the right Landlord's books and records strictly confidential and not to disclose any such results in information or permit any legal proceedings regarding the accuracy such information to be disclosed to anyone other than Landlord, unless compelled to do so by a court of the charges for Additional Rent in respect of Operating Costs or Taxes. If Landlord determines that a report previously furnished by Landlord was in error, Landlord may furnish a corrective or supplemental report to Tenant within six (6) months after the original report was furnished, and if such corrective or supplemental report results in increased Additional Rent, the Audit Period for the year covered by such report shall be extended for six months after Landlord furnishes the corrective or supplemental reportlaw.

Tenant’s Audit Rights. AnnuallyLandlord shall maintain accurate books and records showing all costs and expenditures relating to the Real Property, within 120 days after the end Premises, and the Common Area, for a period of not less than three (3) years following each applicable calendar year. Following Landlord's delivery of Xxxxxxxx's statement of such costs for the previous calendar year or Tax Fiscal Year, as applicable, Landlord shall furnish to Tenant a report setting forth in reasonable detail the Operating Costs and Taxes for the immediately preceding calendar year (in the case of Operating Costs) or Tax Fiscal Year (in the case of Taxes). Tenant shall have the right right, by written request to Landlord given no later than ninety (90) days following the delivery of Landlord's statement, at Xxxxxx's sole cost and expense, to examine, to copy and to have an audit Landlord’s conducted of all books and records relating of Landlord pertaining to Operating Costs and/or Common Area Expenses and Real Estate Taxes with respect for the preceding three year period as they apply to the period covered by each such report within six months after receipt of such report (such six month period being called the “Audit Period”) by delivering a notice of its intention to perform such audit to Landlord. If, as a result of such audit, Tenant believes that it is entitled to receive a refund of any Additional Rent paid by Tenant in respect of Operating Costs and/or Taxes, Tenant shall deliver to Landlord, no later than 30 days after expiration Tenant's review of the Audit Period, a notice demanding such a refund, together with a current Landlord statement of the grounds for each such demand and the amount of each proposed refund. The cost of any such audit shall be paid by Tenant, except that, if it is established that the Additional Rent in respect of Operating Costs or Taxes, as applicable, charged to Tenant for the period in question was overstated by more than 3%, the reasonable out-of-pocket cost of such audit paid to a third party other than an employee of Tenant shall be paid or reimbursed to Tenant by Landlord. Provided that Landlord has complied with Section 4.3(b) or Section 4.3(e), as the case may be, an overstatement for the purposes of allocation of audit costs shall not be deemed to exist due to a refund of Taxesonly. Any audit shall be performed conducted by either an independent auditing firm, reasonably and timely approved by Landlord and retained by Xxxxxx on a non-contingency fee basis. All expenses of the audit shall be borne by Tenant unless such audit discloses an overstatement of Tenant's share of Common Area Expenses or Real Estate Taxes of five percent (a5%) Tenant’s or Tenant’s Affiliates regular employees or more, in which case Landlord shall within thirty (b30) a reputable certified public accountant reasonably acceptable to Landlord whose compensation is not contingent on days reimburse Tenant for the results reasonable cost of the audit. As If the auditing firm determines that Tenant has made an underpayment or overpayment, an appropriate adjustment will be made by Landlord and Tenant and any balance due paid or refunded within thirty (30) days after such determination. Absent a condition of Tenant’s right to audit under this Section 4.6, timely Tenant agrees, request and shall cause any outside auditor retained by Tenant to agree, to maintain the confidentiality of the results of the audit, subject or in the event any such audit is not completed and presented to the right to disclose such results in any legal proceedings regarding the accuracy Landlord within one hundred twenty (120) days of the charges for Additional Rent in respect delivery of Operating Costs or Taxes. If Landlord determines that a report previously furnished by Landlord was in errorLandlord's statement, Landlord may furnish a corrective or supplemental report to Tenant within six (6) months after the original report was furnished, and if such corrective or supplemental report results in increased Additional Rent, the Audit Period for the year covered by such report Xxxxxxxx's statement shall be extended for six months after Landlord furnishes deemed conclusively binding between the corrective or supplemental reportparties.

Tenant’s Audit Rights. Annually, within 120 days after the end of each calendar year or Tax Fiscal Year, as applicable, Landlord shall furnish to Tenant a report setting forth maintain records respecting Operating Expenses in reasonable detail the Operating Costs accordance with sound accounting and Taxes for the immediately preceding calendar year (in the case of Operating Costs) or Tax Fiscal Year (in the case of Taxes)management practices, consistently applied. Tenant shall have the right to cause a reputable nationally recognized accounting firm to audit Landlord’s 's books and records relating pertaining to Operating Costs and/or Taxes with respect Expenses for the immediately prior calendar year, provided that Tenant notifies Landlord in writing of Tenant's intention to the period covered by each exercise such report audit right within six months sixty (60) days after receipt of the relevant annual statement described in Section 5.c., actually begins such report audit within thirty (30) days after such six month period being called the “Audit Period”notice from Tenant (but in no event earlier than ten (10) by delivering a notice of its intention to perform Business Days after such notice) and diligently pursues such audit to completion. Landlord agrees to make available to Tenant's auditors, at the Building or at Landlord's office in the State of California, the books and records relevant to the audit for review and copying, but such books and records may not be removed from Landlord's location. If, as Tenant shall promptly deliver to Landlord a result copy of the report or other documentation prepared by Tenant's auditors upon completion of the audit. Tenant shall bear all costs of such audit, Tenant believes that it is entitled to receive a refund of any Additional Rent paid by Tenant in respect of Operating Costs and/or Taxes, Tenant shall deliver to Landlord, no later than 30 days after expiration of the Audit Period, a notice demanding such a refund, together with a statement of the grounds for each such demand and the amount of each proposed refund. The cost of any such audit shall be paid by Tenant, except that, if it is established that the Additional Rent in respect audit (as conducted and certified by Tenant's nationally recognized accounting firm) shows an aggregate overstatement of Operating Costs Expenses of five percent (5%) or Taxesmore, as applicableand Landlord's auditors concur in such findings (or, charged to Tenant for in the period in question was overstated by more than 3%, the reasonable out-of-pocket cost absence of such audit paid to a third party other than an employee of Tenant shall be paid or reimbursed to Tenant concurrence, such overstatement is ultimately confirmed by Landlord. Provided that Landlord has complied with Section 4.3(b) or Section 4.3(edispute resolution), as the case may be, an overstatement for the purposes of allocation of audit then Landlord shall bear Tenant's costs shall not be deemed to exist due to a refund of Taxes. Any audit shall be performed by either (a) Tenant’s or Tenant’s Affiliates regular employees or (b) a reputable certified public accountant reasonably acceptable to Landlord whose compensation is not contingent on the results of the audit. As a condition of Tenant’s right to audit under this Section 4.6, Tenant agrees, and shall cause any outside auditor retained by Tenant to agree, to maintain the confidentiality of the results of the audit, subject such payment to the right to disclose such results in any legal proceedings regarding the accuracy be made by Landlord within thirty (30) days of Landlord's receipt of the charges invoice (with reasonably satisfactory supporting documentation) for Additional Rent in respect such costs. If the agreed or confirmed audit shows an underpayment of Operating Costs Expenses by Tenant, Tenant shall pay to Landlord, within thirty (30) days after the audit is agreed to or Taxes. If confirmed, the amount owed to Landlord determines that a report previously furnished , and, if the agreed or confirmed audit shows an overpayment of Operating Expenses by Landlord was in errorTenant, Landlord may furnish a corrective or supplemental report to shall reimburse Tenant for such overpayment within six thirty (630) months days after the original report was furnished, and if such corrective audit is agreed to or supplemental report results in increased Additional Rent, the Audit Period for the year covered by such report shall be extended for six months after Landlord furnishes the corrective or supplemental reportconfirmed.

Tenant’s Audit Rights. AnnuallyLandlord shall permit Tenant, at Tenant's --------------------- expense and during normal business hours but only one time with respect to any operating year, to review Landlord's invoices and statements relating to Operating Expenses for the applicable operating year for the purpose of verifying the statement which Landlord is required to deliver to Tenant hereunder, provided that notice of Tenant's desire to so review is given to Landlord not later than three months after Tenant receives such statement from Landlord, and provided that such review is thereafter commenced and prosecuted by Tenant with due diligence. Any such accounting by Landlord shall be binding and conclusive upon Tenant unless (i) Tenant duly requests such audit within 120 such three month period, and (ii) within three months after such audit request, Tenant shall notify Landlord in writing that Tenant disputes the correctness of such statement, specifying the particular respects in which the statement is claimed to be incorrect. If such dispute has not been settled by agreement within two months thereafter, either party may submit the dispute to arbitration in accordance with the commercial arbitration rules of the American Arbitration Association with 30 days after the end expiration of each calendar year or Tax Fiscal Year, as applicablethe aforementioned two month period. The decision of the arbitrators shall be final and binding on Landlord and Tenant and judgment thereon may be entered in any court of competent jurisdiction. If Tenant's audit shows a discrepancy of more than five percent (5%) between Landlord's accounting of the Operating Expenses and the actual Operating Expenses for the applicable period, Landlord shall furnish to Tenant a report setting forth in reasonable detail pay the Operating Costs and Taxes for the immediately preceding calendar year (in the case of Operating Costs) or Tax Fiscal Year (in the case of Taxes). Tenant shall have the right to audit Landlord’s books and records relating to Operating Costs and/or Taxes with respect to the period covered by each such report within six months after receipt of such report (such six month period being called the “Audit Period”) by delivering a notice of its intention to perform such audit to Landlord. If, as a result cost of such audit, Tenant believes that it is entitled to receive a refund of any Additional Rent paid by Tenant in respect of Operating Costs and/or Taxes, Tenant shall deliver to Landlord, no later than 30 days after expiration of the Audit Period, a notice demanding such a refund, together with a statement of the grounds for each such demand and the amount of each proposed refund. The cost of any such audit shall be paid by Tenant, except that, if it is established that the Additional Rent in respect of Operating Costs or Taxes, as applicable, charged to Tenant for the period in question was overstated by more than 3%, the reasonable out-of-pocket cost of such audit paid to a third party other than an employee of Tenant shall be paid or reimbursed to Tenant by Landlord. Provided that Landlord has complied with Section 4.3(b) or Section 4.3(e), as the case may be, an overstatement for the purposes of allocation of audit costs shall not be deemed to exist due to a refund of Taxes. Any audit shall be performed by either (a) Tenant’s or Tenant’s Affiliates regular employees or (b) a reputable certified public accountant reasonably acceptable to Landlord whose compensation is not contingent on the results of the audit. As a condition of Tenant’s right to audit under this Section 4.6, Tenant agrees, and shall cause any outside auditor retained by Tenant to agree, to maintain the confidentiality of the results of the audit, subject to the right to disclose such results in any legal proceedings regarding the accuracy of the charges for Additional Rent in respect of Operating Costs or Taxes. If Landlord determines that a report previously furnished by Landlord was in error, Landlord may furnish a corrective or supplemental report to Tenant within six (6) months after the original report was furnished, and if such corrective or supplemental report results in increased Additional Rent, the Audit Period for the year covered by such report shall be extended for six months after Landlord furnishes the corrective or supplemental report.

Tenant’s Audit Rights. Annually, within 120 days after If Tenant disputes the end amount of each calendar year or Tax Fiscal Year, as applicable, Landlord shall furnish to Tenant a report setting the Operating Expenses set forth in reasonable detail the Operating Costs and Taxes for the immediately preceding calendar year (in the case of Operating Costs) or Tax Fiscal Year (in the case of Taxes). Statement delivered by Landlord to Tenant, Tenant shall have the right right, at Tenant’s costs, after reasonable notice to audit Landlord, to inspect, at Landlord’s office during normal business hours, Landlord’s books and records directly relating to the Operating Costs and/or Taxes with respect to Expenses set forth in the period covered by each Statement provided that Tenant conducts such report within six months after receipt of such report (such six month period being called the “Audit Period”) by delivering a notice of its intention to perform such audit to Landlord. If, as a result of such audit, Tenant believes that it is entitled to receive a refund of any Additional Rent paid by Tenant in respect of Operating Costs and/or Taxes, Tenant shall deliver to Landlord, no later than 30 days after expiration of the Audit Period, a notice demanding such a refund, together with a statement of the grounds for each such demand and the amount of each proposed refund. The cost of any such audit shall be paid by Tenant, except that, if it is established that the Additional Rent in respect of Operating Costs or Taxes, as applicable, charged to Tenant for the period in question was overstated by more than 3%, the reasonable out-of-pocket cost of such audit paid to a third party other than an employee of Tenant shall be paid or reimbursed to Tenant by Landlord. Provided that Landlord has complied with Section 4.3(b) or Section 4.3(e), as the case may be, an overstatement for the purposes of allocation of audit costs shall not be deemed to exist due to a refund of Taxes. Any audit shall be performed by either (a) Tenant’s or Tenant’s Affiliates regular employees or (b) a reputable certified public accountant reasonably acceptable to Landlord whose compensation is not contingent on the results of the audit. As a condition of Tenant’s right to audit under this Section 4.6, Tenant agrees, and shall cause any outside auditor retained by Tenant to agree, to maintain the confidentiality of the results of the audit, subject to the right to disclose such results in any legal proceedings regarding the accuracy of the charges for Additional Rent in respect of Operating Costs or Taxes. If Landlord determines that a report previously furnished by Landlord was in error, Landlord may furnish a corrective or supplemental report to Tenant inspection within six (6) months after Landlord has delivered the original report was furnishedStatement. Notwithstanding Tenant’s timely objection, dispute, inspection and/or audit to or of any Operating Expenses as permitted in this Section 16.5, Tenant shall not be permitted to withhold payment of, and if such corrective or supplemental report results in increased Additional RentTenant shall timely pay to Landlord, the Audit Period full amount of any Operating Expenses to be paid by Tenant as provided in Section 16.4 in accordance with such Statement. However, such payment may be made under protest pending the outcome of any audit that may be performed by Tenant. If the audit performed by Tenant reveals that Landlord has over-charged Tenant, then unless Landlord disputes the results of Tenant’s audit, within thirty (30) days after the results of such audit are made available to Landlord , Landlord shall either credit such amount against the Operating Expenses next due from Tenant or reimburse to Tenant the amount of such over-charge. If Tenant’s audit reveals that Tenant was under-charged, then, within thirty (30) days after the results of such audit are made available to Landlord, Tenant shall pay to Landlord the amount of such under-charge. Tenant agrees to pay the cost of such audit unless it is subsequently determined that Landlord’s original Statement which was the subject of such audit was in error to Tenant’s disadvantage by more than five percent (5%), in which case Landlord shall reimburse Tenant for the year covered by reasonable cost of such report audit. If, however, Landlord disputes the results of Tenant’s audit, then Landlord shall so notify Tenant within thirty (30) days after the results of Tenant’s audit are made available to Landlord, which notice shall also specify in reasonable detail the reasons that Landlord disputes the results of Tenant’s audit. If Landlord and Tenant fail to resolve such dispute within thirty (30) days after Landlord has notified Tenant that it disputes the results of Tenant’s audit, then the parties agree that the matter shall be extended for six months resolved by another audit to be performed by a reputable, independent accounting firm. The results of such audit shall be binding upon the parties and Landlord or Tenant, as applicable, shall pay to the other, within thirty (30) days after Landlord furnishes the corrective or supplemental reportresult of such independent audit are made final, any amount owing to the other as disclosed by the results of such audit. The cost of such independent audit shall be shared equally by the parties.

Tenant’s Audit Rights. Annually, The information set out in the statements --------------------- submitted to Tenant pursuant to this Section 6 shall be binding on Tenant unless Tenant gives written notice to Landlord within 120 one hundred twenty (120) days after Landlord's submission of such statement stating that Tenant intends to cause Landlord's books and records (which shall include applicable back-up information) with respect to the end of each preceding calendar year to be audited by a certified public accountant ("CPA"), or Tax Fiscal Yearother qualified specialist approved in advance by Landlord, as applicablequalified to audit said statements and reasonably acceptable to Landlord, Landlord shall furnish to Tenant a report identifying the statement in question and setting forth out in reasonable detail the Operating Costs reason why such statement should not be binding on Tenant. If Tenant does not timely exercise its right to have Landlord's books and Taxes for the immediately preceding calendar year records audited, or does not cause such audit to be accomplished within ninety (in the case 90) days after notice of Operating Costs) or Tax Fiscal Year (in the case of Taxes)its election to do so, Tenant's right to object to any such statement shall lapse. Tenant shall have the right to audit Landlord’s books and records relating to Operating Costs and/or Taxes with respect to the period covered by each such report within six months after receipt pay all costs of such report audit (such six month period being called including, without limitation, any and all copying costs), unless the “Audit Period”) by delivering a notice actual amount of its intention to perform such audit to Landlord. If, as a result of such audit, Tenant believes that it is entitled to receive a refund of any Additional Rent paid for the calendar year in question is properly determined by Tenant in respect of Operating Costs and/or Taxes, Tenant shall deliver the CPA to Landlord, no later be five percent (5%) less than 30 days after expiration of the Audit Period, a notice demanding such a refund, together with a statement of the grounds for each such demand and the amount of each proposed refund. The cost of any such audit shall be paid by Tenant, except that, if it is established that the Additional Rent in respect of Operating Costs or Taxes, as applicable, charged to Tenant for the period same calendar year set forth in question was overstated by more than 3%, the reasonable out-of-pocket cost of such audit paid to a third party other than an employee of Tenant shall be paid or reimbursed statement submitted to Tenant by Landlord, in which event Landlord shall pay the reasonable cost of such audit. Provided Any such audit shall occur only in such offices and such location as Landlord shall designate. The amount of Additional Rent payable by Tenant to Landlord shall be appropriately adjusted on the basis of such audit and, if the audit shows that Landlord has complied with Section 4.3(b) or Section 4.3(e)overcharged Tenant, as Landlord shall credit such overcharge against the case may be, an overstatement for the purposes next installment of allocation of audit costs shall not be deemed to exist due to a refund of Taxes. Any audit shall be performed by either (a) Tenant’s or Tenant’s Affiliates regular employees or (b) a reputable certified public accountant reasonably acceptable to Landlord whose compensation is not contingent on the results of the audit. As a condition of Tenant’s right to audit under this Section 4.6, Tenant agrees, and shall cause any outside auditor retained by Tenant to agree, to maintain the confidentiality of the results of the audit, subject to the right to disclose such results in any legal proceedings regarding the accuracy of the charges for Additional Rent in respect of Operating Costs or Taxes. If Landlord determines that a report previously furnished by Landlord was in error, Landlord may furnish a corrective or supplemental report to Tenant within six (6) months after the original report was furnished, and if such corrective or supplemental report results in increased Additional Rent, the Audit Period for the year covered by such report shall be extended for six months after Landlord furnishes the corrective or supplemental reportcoming due hereunder.

Tenant’s Audit Rights. AnnuallyProvided no Event of Default exists, within 120 days Tenant may, after the end giving Landlord 30 days’ prior written notice thereof, inspect or have an independent, nationally or regionally recognized firm of each calendar year certified public accountants audit or Tax Fiscal Year, as applicable, Landlord shall furnish to Tenant a report setting forth in reasonable detail the Operating Costs and Taxes for the immediately preceding calendar year (in the case of Operating Costs) or Tax Fiscal Year (in the case of Taxes). Tenant shall have the right to audit inspect Landlord’s books and records relating to Operating Costs and/or Taxes for the immediately preceding year; however, no review may cover periods before the Commencement Date. Tenant’s audit or inspection shall be conducted only during business hours reasonably designated by Landlord. Landlord agrees to cooperate in good faith with respect Tenant in the conduct of any such inspection or audit. Tenant shall pay the cost of such audit or inspection, unless the annual statement described in Section 7.(h) for the time period in question is determined to be in error by more than 5% and, as a result thereof, Tenant paid to Landlord 5% more than the period covered actual Operating Costs due for such time period, in which case Landlord shall pay the audit cost. Tenant may not conduct an inspection or have an audit performed more than once during any year. Tenant shall complete its review within 90 days and shall notify Landlord of its results. If such inspection or audit reveals that an error was made in the Operating Costs previously charged to Tenant and Tenant paid more than Tenant’s Proportionate Share of Operating Costs during the year in question, then the amount of such overcharge shall be refunded by Landlord to Tenant within 30 days after such determination is made; likewise, if Tenant paid less than Tenant’s Proportionate Share of Operating Costs during such year, then Tenant shall pay Landlord such deficiency within 30 days after such determination is made. Tenant shall maintain the results of each such report within six months after receipt of such report (such six month period being called the “Audit Period”) by delivering a notice of its intention audit and inspection confidential and shall not be permitted to use any third party to perform such audit and inspection unless such third party (i) agrees with Landlord in writing to Landlord. If, as a result of such audit, Tenant believes that it is entitled to receive a refund of any Additional Rent paid by Tenant in respect of Operating Costs and/or Taxes, Tenant shall deliver to Landlord, no later than 30 days after expiration of maintain the Audit Period, a notice demanding such a refund, together with a statement of the grounds for each such demand and the amount of each proposed refund. The cost of any such audit shall be paid by Tenant, except that, if it is established that the Additional Rent in respect of Operating Costs or Taxes, as applicable, charged to Tenant for the period in question was overstated by more than 3%, the reasonable out-of-pocket cost results of such audit paid to a third party other than an employee of Tenant shall be paid or reimbursed to Tenant by Landlord. Provided that Landlord has complied with Section 4.3(binspection confidential and (ii) or Section 4.3(e), as the case may be, an overstatement for the purposes of allocation of audit costs shall not be deemed to exist due to a refund of Taxes. Any audit shall be performed by either (a) Tenant’s or Tenant’s Affiliates regular employees or (b) a reputable certified public accountant reasonably acceptable to Landlord whose compensation is not contingent to be compensated on the results of the a contingency fee basis for such audit. As a condition of Tenant’s right to audit under this Section 4.6, Tenant agrees, and shall cause any outside auditor retained by Tenant to agree, to maintain the confidentiality of the results of the audit, subject to the right to disclose such results in any legal proceedings regarding the accuracy of the charges for Additional Rent in respect of Operating Costs or Taxes. If Landlord determines that a report previously furnished by Landlord was in error, Landlord may furnish a corrective or supplemental report to Tenant within six (6) months after the original report was furnished, and if such corrective or supplemental report results in increased Additional Rent, the Audit Period for the year covered by such report shall be extended for six months after Landlord furnishes the corrective or supplemental report.

Tenant’s Audit Rights. AnnuallyTenant, at its expense, shall have the right upon fifteen (15) days prior written notice to Landlord ( "Tenant's Audit Notice") to be given only within 120 one hundred eighty (180) days after Tenant receives the end annual statement of each calendar year or Tax Fiscal Year, as applicable, Landlord shall furnish Additional Rent to Tenant a report setting forth in reasonable detail the Operating Costs audit Landlord's books and Taxes records relating to such statement for the such immediately preceding calendar year, subject to the following terms and conditions: (a) No audit shall be conducted at any time that Tenant is in monetary or material non-monetary default under this Lease (after expiration of any applicable notice and cure period); (b) any audit shall be conducted only by independent certified public accountants practicing for an accounting firm of national prominence, employed by Tenant on an hourly or fixed fee basis, and not on a contingency fee basis; and (c) Tenant shall not audit Landlord's books and records more than one (1) time for any calendar year. Tenant acknowledges that Tenant's right to inspect Landlord's books and records with respect to Additional Rent for the preceding calendar year is for the exclusive purpose of determining whether Landlord has complied with the terms of the Lease with respect to Additional Rent. Tenant shall have ninety (90) days after Tenant's Audit Notice to complete Tenant's inspection of Landlord's books and records concerning Additional Rent at Landlord's accounting office. During its inspection Tenant agrees to request, in writing, all pertinent documents relating to the case inspection. If in Landlord's possession or control, Landlord will provide such documents to Tenant within ten (10) days from Landlord's receipt of Operating Costs) or Tax Fiscal Year (in the case of Taxes). request and Tenant shall not remove such records from Landlord's accounting office, but Tenant shall have the right to make copies of the relevant documents at Tenant's expense. Tenant shall deliver to Landlord a copy of the results of such audit within fifteen (15) days of its receipt by Tenant. The nature and content of any audit are strictly confidential. Tenant, on behalf of its accountant, employees and agents shall not disclose the information obtained from the audit to any other person or entity, including, without limitation, any other tenant in the Building, or any agent, employee, officer, shareholder, partner, accountant or attorney of such tenant in the Building; provided, however, Tenant shall have the right to disclose the results of any such audit in actions to enforce the provisions of this Lease. A breach of this confidentiality agreement shall constitute an Event of Default under this Lease. Any such Event of Default for breach of this confidentiality agreement shall not give rise to a right of termination of the Lease, but Tenant agrees to pay to Landlord on demand, as liquidated damages therefor and not as a penalty, for each such Event of Default arising from the breach of this confidentiality agreement the sum of Two Hundred Fifty Thousand Dollars ($250,000.00). Landlord and Tenant agree that any breach of this confidentiality agreement will cause great harm to Landlord’s books , that it is difficult to specify exactly the amount of damages resulting therefrom and records relating to that the liquidated damages provided for above is a reasonable amount. No assignee shall conduct an audit for any period during which such assignee was not in possession of the Premises. If Tenant's audit shows that Operating Costs and/or Taxes with respect are overstated by more than five percent (5%), then Landlord agrees to pay the period covered by each such report within six months after receipt of such report (such six month period being called the “Audit Period”) by delivering a notice of its intention to perform such audit to Landlord. If, as a result reasonable costs of such audit, not to exceed Five Thousand and 00/100 Dollars ($5,000.00) per audit. Tenant believes that it is entitled to receive a refund of any Additional Rent paid by Tenant in respect of Operating Costs and/or Taxes, Tenant shall deliver to Landlord, no later than 30 days after expiration of the Audit Period, a notice demanding such a refund, together with a statement of the grounds for each such demand and the amount of each proposed refund. The cost of any such audit shall be paid by Tenant, except that, if it is established that the Additional Rent in respect of Operating Costs or Taxes, as applicable, charged to Tenant for the period in question was overstated by more than 3%, the reasonable out-of-pocket cost of such audit paid to a third party other than an employee of Tenant shall be paid or reimbursed to Tenant by Landlord. Provided that Landlord has complied with Section 4.3(b) or Section 4.3(e), as the case may be, an overstatement for the purposes of allocation of audit costs shall not be deemed to exist due to a refund of Taxes. Any audit shall be performed by either (a) Tenant’s or Tenant’s Affiliates regular employees or (b) a reputable certified public accountant reasonably acceptable to Landlord whose compensation is not contingent on the results of the audit. As a condition of Tenant’s right to audit entitled under this Section 4.6, Tenant agrees, and shall cause any outside auditor retained by Tenant provision to agree, reimbursement from Landlord for audit expenses in excess of $5,000 without giving Landlord prior notice that the expenses are expected to maintain the confidentiality of the results of the audit, subject to the right to disclose such results in any legal proceedings regarding the accuracy of the charges for Additional Rent in respect of Operating Costs or Taxes. If Landlord determines that a report previously furnished by Landlord was in error, Landlord may furnish a corrective or supplemental report to Tenant within six (6) months after the original report was furnished, and if such corrective or supplemental report results in increased Additional Rent, the Audit Period for the year covered by such report shall be extended for six months after Landlord furnishes the corrective or supplemental reportexceed $5,000.

Tenant’s Audit Rights. AnnuallyLandlord agrees that it shall maintain complete and accurate records of all costs, within 120 days expenses and disbursements paid or incurred by Landlord with respect to the Operating Expenses in accordance with generally accepted accounting principles, consistently applied. Such records shall be kept until two (2) years after the end termination of each calendar year or Tax Fiscal Year, as applicablethis Lease. At any time within two (2) years of Tenant's receipt of any statement from Landlord relating to Operating Expenses, Landlord shall furnish Tenant, following Tenant's written request therefor, for Tenant's audit, invoices and other source documents relating to Tenant a report setting forth Operating Expenses and Landlord shall provide in reasonable detail the calculation of Tenant's Percentage of the Operating Costs Expenses; provided, however, that any such examination or audit may not be conducted by any auditor whose compensation is in any way commission based, must be conducted by a certified public accountant, and Taxes for the immediately preceding calendar year further provided that any such examination shall be at Tenant's sole cost and expense, except as otherwise provided herein. If it is determined from Tenant's audit of such Operating Expenses that Tenant was overcharged by more than five percent (in the case 5%), such overcharge shall entitle Tenant to credit against its next payment of Operating Costs) or Tax Fiscal Year (in Expenses the case amount of Taxes). Tenant shall have the right to audit Landlord’s books overcharge and records relating to Operating Costs and/or Taxes the reasonable costs associated with respect to the period covered by each such report within six months after receipt of such report (such six month period being called the “Audit Period”) by delivering a notice of its intention to perform such audit to Landlord. If, as a result of such audit, Tenant believes that it is entitled to receive a refund of any Additional Rent paid by Tenant in respect of Operating Costs and/or Taxesexcluding travel and lodging costs (and, Tenant shall deliver to Landlord, no later than 30 days after if such credit occurs following the expiration of the Audit PeriodTerm, a notice demanding such a refund, together with a statement of the grounds for each such demand and Landlord shall promptly pay the amount of each proposed refundsuch credit to Tenant). The cost of any such If the audit shall be paid by Tenant, except that, if it is established determines that the Additional Rent in respect Tenant was overcharged less than five percent (5%), such overcharge shall entitle Tenant to credit against its next payment of Operating Costs or Taxes, as applicable, charged to Tenant for Expenses the period in question was overstated by more than 3%, amount of the reasonable out-of-pocket cost of such audit paid to a third party other than an employee of overcharge and Tenant shall be paid or reimbursed to Tenant by Landlord. Provided that Landlord has complied with Section 4.3(b) or Section 4.3(e), as the case may be, an overstatement for the purposes of allocation of audit costs shall not be deemed to exist due to a refund of Taxes. Any audit shall be performed by either (a) Tenant’s or Tenant’s Affiliates regular employees or (b) a reputable certified public accountant reasonably acceptable to Landlord whose compensation is not contingent on the results bear its own expenses of the audit. As a condition of Tenant’s right to If the audit under this Section 4.6shall determine that Tenant was undercharged for the Operating Expenses, Tenant agrees, shall promptly pay the amount of such undercharge to Landlord and Tenant shall cause any outside auditor retained by Tenant to agree, to maintain the confidentiality of the results bear its own expenses of the audit. In any case, subject Landlord shall bear any expenses it incurs related to the right audit. Notwithstanding anything to disclose the contrary herein, any Operating Expenses attributable to a period which falls only partially within the term of this Lease shall be prorated between Landlord and Tenant so that Tenant shall pay only that portion thereof which the part of such results period within the Lease term bears to the entire period. Any dispute, matter or question arising out of Tenant's audit shall be resolved by binding arbitration before a panel of three (3) arbitrators under the commercial rules of the American Arbitration Association in San Diego, California. All arbitrators shall be impartial and unrelated, directly or indirectly, so far as employment of services is concerned, to Landlord or Tenant or to any person directly or indirectly related to Landlord or Tenant, shall be CPA's and have a minimum of five (5) year's experience in commercial real estate. The decision rendered in such arbitration shall be final and binding on the parties and judgment thereon may be entered by any court having jurisdiction thereof. Neither party shall be considered in default hereunder during the pendency of arbitration proceedings relating to a disputed default. Each party shall bear one-half (1/2) of the costs of the arbitration and shall bear the fees and expenses of its own counsel, witnesses and other consultants. In determining any question, matter or dispute before them, the arbitrators shall apply the provisions of this Lease without varying therefrom in any legal proceedings regarding respect. They shall not have the accuracy power to add to, modify or change any of the charges for Additional Rent in respect provisions of Operating Costs or Taxesthis Lease. If Landlord determines that Pending a report previously furnished by Landlord was in errordetermination of the arbitrators, Landlord may furnish a corrective or supplemental report to Tenant within six (6) months the parties shall conduct business under this Lease assuming the Landlord's position prevailed with appropriate and immediate adjustments, if necessary, after the original report was furnished, and if such corrective or supplemental report results in increased Additional Rent, issuance of the Audit Period for the year covered by such report shall be extended for six months after Landlord furnishes the corrective or supplemental reportopinion.

Tenant’s Audit Rights. AnnuallyWithin sixty (60) days after receiving Landlord’s Actual Statement, within 120 Tenant may, upon advance written notice to Landlord and during reasonable business hours, cause a review of Landlord’s books and records with respect to the preceding calendar year only to determine the accuracy of Landlord’s Actual Statement. Landlord shall make all pertinent records available for inspection that are reasonably requested by Tenant to conduct its review. If any records are maintained at a location other than the office of the Building, Tenant may either inspect the records at such other location or pay for the reasonable cost of copying and shipping the records. If Tenant retains an agent, at Tenant’s sole cost and expense, to review Landlord’s records, the agent shall be an independent accountant of national standing which is reasonably acceptable to Landlord, is not compensated on a contingency basis and is also subject to a confidentiality agreement. Within sixty (60) days after the end of each calendar year or Tax Fiscal Yearrecords are made available to Tenant, as applicable, Landlord shall furnish to Tenant a report setting forth in reasonable detail the Operating Costs and Taxes for the immediately preceding calendar year (in the case of Operating Costs) or Tax Fiscal Year (in the case of Taxes). Tenant shall have the right to audit give Landlord written notice (an “Objection Notice”) stating in reasonable detail any objection to the Actual Statement of Operating Expenses for that year. If Tenant provides Landlord with a timely Objection Notice, Landlord and Tenant shall work together in good faith to resolve any issues raised in Tenant’s Objection Notice. If Tenant fails to provide Landlord with a timely Objection Notice, Landlord’s books Actual Statement shall be deemed final and binding, and Tenant shall have no further right to review or object to such statement. If Landlord and Tenant determine that Operating Expenses for the calendar year are less than reported, Landlord shall provide Tenant with a credit against the next installment of Rent in the amount of the overpayment by Tenant. Likewise, if Landlord and Tenant determine that Operating Expenses for the calendar year are greater than reported, Tenant shall pay Landlord the amount of any underpayment within thirty (30) days after such determination. The records relating obtained by Tenant shall be treated as confidential. In no event shall Tenant be permitted to review Landlord’s records or to dispute any statement of Operating Costs and/or Taxes with respect Expenses unless Tenant has paid and continues to pay all Rent when due. If Landlord and Tenant are unable to resolve any discrepancy within thirty (30) days after Landlord receives the Objection Notice, either party may upon written notice to the other within ten (10) days after the expiration of said thirty day period covered have the matter decided by each such report within six months after receipt of such report an inspection by an independent certified public accounting firm reasonably approved by Tenant and Landlord (such six month period being called the “Audit PeriodCPA Firm”) ). If the inspection by delivering a notice the CPA Firm shows that the actual amount of its intention to perform such audit to Landlord. If, as a result of such audit, Operating Expenses payable by Tenant believes that it is entitled to receive a refund of any Additional Rent greater than the amount previously paid by Tenant in respect of Operating Costs and/or Taxesfor such accounting period, Tenant shall deliver to Landlord, no later pay Landlord the difference within thirty (30) days. If the inspection by the CPA Firm shows that the actual amount is less than 30 days after expiration of the Audit Period, a notice demanding such a refund, together with a statement of the grounds for each such demand and the amount of each proposed refund. The cost of any such audit shall be paid by Tenant, except that, if it is established that then the difference shall be applied in payment of the next estimated monthly installments of Additional Rent in respect of Operating Costs by Tenant, or Taxes, as applicable, charged funded to Tenant. Tenant shall pay for the period in question was cost of the inspection by the CPA Firm, unless such inspection shows that Landlord overstated Operating Expenses by more than 3five percent (5%), in which case Landlord shall pay for the reasonable out-of-pocket cost of such audit paid to a third party other than an employee of Tenant shall be paid or reimbursed to Tenant the inspection by Landlord. Provided that Landlord has complied with Section 4.3(b) or Section 4.3(e), as the case may be, an overstatement for the purposes of allocation of audit costs shall not be deemed to exist due to a refund of Taxes. Any audit shall be performed by either (a) Tenant’s or Tenant’s Affiliates regular employees or (b) a reputable certified public accountant reasonably acceptable to Landlord whose compensation is not contingent on the results of the audit. As a condition of Tenant’s right to audit under this Section 4.6, Tenant agrees, and shall cause any outside auditor retained by Tenant to agree, to maintain the confidentiality of the results of the audit, subject to the right to disclose such results in any legal proceedings regarding the accuracy of the charges for Additional Rent in respect of Operating Costs or Taxes. If Landlord determines that a report previously furnished by Landlord was in error, Landlord may furnish a corrective or supplemental report to Tenant within six (6) months after the original report was furnished, and if such corrective or supplemental report results in increased Additional Rent, the Audit Period for the year covered by such report shall be extended for six months after Landlord furnishes the corrective or supplemental reportCPA Firm.

Tenant’s Audit Rights. Annually, within 120 days after the end of each calendar year or Tax Fiscal Year, as applicable, Landlord shall furnish to Tenant a report setting forth in reasonable detail the Operating Costs and Taxes for the immediately preceding calendar year (in the case of Operating Costs) or Tax Fiscal Year (in the case of Taxes). Tenant shall have ninety (90) days after Xxxxxx receives the right year end statement of the adjustment to the Operating Expenses for the prior calendar year to notify Landlord in writing of Tenant’s desire to conduct, at Tenant’s sole cost and expense, an audit Landlordof Xxxxxxxx’s books and records relating to the prior calendar year. Any such audit must be conducted by Tenant or its agent during regular business hours at the offices of Landlord or the offices of Landlord’s designated agent and must be completed within one hundred fifty (150) days after Tenant receives the applicable year end statement. The person or entity performing the audit or review of Landlord’s books and records on Xxxxxx’s behalf or at Xxxxxx’s request may not be compensated for the audit or review on a contingency fee basis. If Landlord objects to the findings of Xxxxxx’s audit, Landlord and Xxxxxx shall attempt to resolve their disagreement concerning the amount of Tenant’s proportionate share of Operating Costs and/or Taxes Expenses within the next thirty (30) days. If Landlord and Xxxxxx are unable to agree upon the amount of Tenant’s proportionate share of Operating Expenses (after Tenant has completed its audit), the parties shall submit the matter to binding arbitration before a single neutral arbitrator having experience in real estate valuation, property management or accounting or, alternatively, the arbitrator may be a retired judge or justice of a California Superior Court or Court of Appeal. The matter shall be decided by arbitration in accordance with the applicable arbitration statutes and the then existing Commercial Arbitration Rules of the American Arbitration Association. Any party may initiate the arbitration procedure by delivering a written notice of demand for arbitration to the other party. Within thirty (30) days after the other party’s receipt of written notice of demand for arbitration, the parties shall attempt to select a qualified arbitrator who is acceptable to all parties. If the parties are unable to agree upon an arbitrator who is acceptable to all parties, either party may request the American Arbitration Association to appoint the arbitrator in accordance with its Commercial Arbitration Rules. The provisions of California Code of Civil Procedure Section 1283.05 or its successor section(s) are incorporated in and made a part of this Lease with respect to any arbitration requested in accordance with the period covered provisions contained in this Section. Depositions may be taken and discovery may be obtained in any arbitration proceeding requested pursuant to this Section in accordance with the provisions of California Code of Civil Procedure Section 1283.05 or its successor section(s). Arbitration hearing(s) shall be conducted in Santa Xxxxx County California. Any relevant evidence, including hearsay, shall be admitted by each such report within six months after receipt the arbitrator if it is the sort of evidence upon which responsible persons are accustomed to rely in the conduct of serious affairs, regardless of the admiss ibility of such report (such six month period being called evidence in a court of law; however, the “Audit Period”) arbitrator shall apply California law relating to privileges and work product. In rendering his or her award, the arbitrator shall set forth the reasons for his or her decision. The fees and expenses of the arbitrator shall be paid in the manner allocated by delivering a notice the arbitrator. This agreement to arbitrate any dispute concerning the findings of its intention to perform such Xxxxxx’s audit to Landlordshall be specifically enforceable under the prevailing arbitration law. Judgment on the award rendered by the arbitration may be entered in any court having jurisdiction thereof. If, as a result of such subsequent to Tenant’s audit, Tenant believes the parties determine that it is entitled to receive a refund of any Additional Rent paid by Tenant in respect of Operating Costs and/or Taxes, Tenant shall deliver to Landlord, no later than 30 days after expiration Landlord has overstated Tenant’s percentage share of the Audit PeriodOperating Expenses by more than five percent (5%) during the applicable calendar year, a notice demanding such a refund, together with a statement of the grounds for each such demand and the amount of each proposed refund. The cost of any such audit Landlord shall be paid by Tenant, except that, if it is established that the Additional Rent in respect of Operating Costs or Taxes, as applicable, charged to reimburse Tenant for the period in question was overstated by more than 3%, the reasonable out-of-pocket cost of such audit paid to a third party other than an employee of Tenant shall be paid or reimbursed to Tenant by Landlord. Provided that Landlord has complied with Section 4.3(b) or Section 4.3(e), as the case may be, an overstatement for the purposes of allocation of audit costs shall not be deemed to exist due to a refund of Taxes. Any audit shall be performed by either (a) Tenant’s or Tenant’s Affiliates regular employees or (b) a reputable certified public accountant reasonably acceptable to Landlord whose compensation is not contingent on the results of the audit.” Section 8.1: At the end of this Section, insert “Specifically, Landlord shall maintain the structural portions of the Building, including the structural elements of the walls, floor slabs and roof; the heating, ventilating and air conditioning system in the Building (the “Building HVAC”); the elevator; the plumbing and electrical systems in the Common Areas (with Tenant maintaining the plumbing and electrical systems in the Premises); the Common Area parking lots in the Phase; the exterior of the Building, including the exterior glass; and the foundation. As a condition of Tenant’s right to audit under this Section 4.6If the existing Building HVAC breaks or malfunctions during the Term, Tenant agrees, and shall cause any outside auditor retained by Tenant to agreethen, to maintain the confidentiality of the results of the audit, subject extent it is commercially reasonable to the right to disclose such results in any legal proceedings regarding the accuracy of the charges for Additional Rent in respect of Operating Costs or Taxes. If Landlord determines that a report previously furnished by Landlord was in errordo so, Landlord may furnish a corrective or supplemental report shall repair the existing Building HVAC as opposed to replacing the existing Building HVAC. Landlord shall notify Tenant within six (6) months after in writing prior to replacing the original report was furnished, and if such corrective or supplemental report results in increased Additional Rent, the Audit Period for the year covered by such report existing Building HVAC. Landlord shall be extended responsible for six months after Landlord furnishes ensuring that the corrective or supplemental reportBuilding HVAC and the ele vators are in working order on January 1, 2000.”

Tenant’s Audit Rights. Annually, within 120 days three months after the end of each calendar year or (or, with respect to Taxes, Tax Fiscal Year, as applicable), Landlord shall furnish to Tenant a report setting forth in reasonable detail the Operating Costs (reconciled to the Annual Budget) and Taxes for the immediately preceding calendar year (in the case of Operating CostsCosts ) or Tax Fiscal Year (in the case of Taxes). Tenant shall have the right to audit Landlord’s books and records relating to Operating Costs and/or Taxes with respect to the period covered by each such report within six months one year after receipt of such report (such six month one year period being called the “Audit Period”) by delivering a notice of its intention to perform such audit to Landlord. If, as a result of such audit, Tenant believes that it is entitled to receive a refund of any Additional Rent paid by Tenant in respect of Operating Costs and/or Taxes, Tenant shall deliver to Landlord, no later than the later to occur of 30 days after expiration of the Audit PeriodPeriod or 150 days after Landlord makes available such books and records to Tenant at a location in the Greater Boston area, a notice demanding such a refund, together with a statement of the grounds for each such demand and the amount of each proposed refund. Notwithstanding anything to the contrary herein, if any line item in the annual statement of Operating Costs and Taxes is overstated by more than 10%, then Tenant shall have the right to audit Landlord’s books and record with respect to such line item (but not other matters) for an additional two year period prior to the year already under review. The cost of any such audit shall be paid by Tenant, except that, if it is established that the Additional Rent in respect of Operating Costs or Taxes, as applicable, and Taxes charged to Tenant for the period in question was overstated by more than 3%, the reasonable out-of-pocket cost of such audit paid to a third party other than an employee of Tenant Tenant, up to a maximum of $10,000, shall be paid or reimbursed to Tenant by Landlord. Provided that Landlord has complied with Section 4.3(b) or Section 4.3(e), as the case may be, an An overstatement for the purposes of allocation of audit costs shall not be deemed to exist due to a refund of TaxesRefund. Any audit shall be performed by either (a) Tenant’s or Tenant’s Affiliates regular employees or (b) a reputable certified public accountant reasonably acceptable to Landlord whose compensation is not not, directly or indirectly, contingent in whole or in part on the results of the audit. As a condition of Tenant’s right to audit under this Section 4.6, Tenant agrees, and shall cause any outside auditor retained by Tenant to agree, to maintain the confidentiality of the results of the audit, subject to the right to disclose such results in any legal proceedings regarding the accuracy of the charges for Additional Rent in respect of Operating Costs or Taxes. If Landlord determines that a report previously furnished by Landlord was in error, Landlord may furnish a corrective or supplemental report to Tenant within six (6) months one year after the original report was furnished, and if such corrective or supplemental report results in increased Additional Rent, the Audit Period for the year covered by such report shall be extended for six months one year after Landlord furnishes the corrective or supplemental report. Tenant’s rights under this Section 4.6 shall survive the termination of this Lease.

Tenant’s Audit Rights. AnnuallyTenant and its representatives shall have the right, upon reasonable notice to Landlord, given within 120 days two (2) years after Tenant's receipt of an Occupancy Cost Statement, to examine Landlord's books and records pertaining to the end of each calendar year or Tax Fiscal YearOccupancy Costs reflected in such Statement (and to make copies 88 97 thereof as required) at the Landlord's management office in San Francisco, as applicableCalifornia. In addition, Landlord shall furnish to Tenant a report setting forth in reasonable detail the Operating Costs and Taxes for the immediately preceding calendar year (in the case of Operating Costs) or Tax Fiscal Year (in the case of Taxes). Tenant shall have the right to audit examine in the same manner Landlord’s 's books and records relating to Operating Costs and/or Taxes with respect to the period covered Base Year by each such report written notice given within six months two (2) years after Tenant's receipt of the Occupancy Cost Statement for the first Operating Year after the Base Year. Any such report examination shall be conducted during Normal Business Hours and at Tenant's sole cost and expense, except as otherwise provided herein. In making such examination, Tenant shall (and shall cause its representatives and employees conducting the examination to agree in writing to) keep confidential any and all information contained in such six month period being called books and records, save and except that Tenant may disclose such information (i) to a trier of fact if any dispute between Landlord and Tenant pertaining to the “Audit Period”Statement in question cannot be resolved by agreement between the parties; provided, however, that Tenant shall not oppose such protective or other orders in the proceeding as may be reasonably required to preserve the confidentiality of such information, (ii) as may be required by delivering a notice law, and (iii) to Tenant's executives, agents and representatives. Landlord shall maintain all of its intention books and records pertaining to perform such audit Occupancy Costs reasonably necessary for Tenant to substantiate Landlord. If, as a result of such audit, Tenant believes that it is entitled to receive a refund of any 's Occupancy Costs Statements and all Additional Rent paid by Tenant pursuant to this Lease, for each calendar year of the Term or portion thereof, for a period of three (3) years following the end of each such year. Landlord shall maintain such records on a current basis, in respect a manner consistent with the provisions of Operating this Lease. Any investigation of Occupancy Costs and/or Taxes, conducted by Tenant shall deliver to Landlord, no later than 30 days after expiration of the Audit Period, be conducted for it by its employees or by any reputable accounting firm or a notice demanding such person having a refund, together with certificate in facilities management under a statement of the grounds compensation arrangement that does not provide for each such demand and contingent payments based upon the amount of each proposed refundsavings that the audit procures. The cost If Tenant does not give notice of any intent to examine or dispute Occupancy Costs within such audit two (2) year period, then the Statement as furnished by Landlord shall be paid conclusive and binding upon Tenant. Tenant shall provide to Landlord a true and correct copy of the audit report prepared by Tenant's accountant with respect to each such examination of an Occupancy Cost Statement. If Tenant's examination establishes that either 89 98 party owes an adjustment based upon an overstatement or understatement of Occupancy Costs, except that, if such adjustment shall be made by payment within thirty (30) days after completion of the audit report. If it is established that the Additional Rent in respect of Operating an Occupancy Cost Statement overstated Occupancy Costs by three percent (3%) or Taxesmore, as applicable, charged to then Landlord shall reimburse Tenant for the period in question was overstated by more than 3%, the reasonable out-of-pocket cost of such audit paid to a third party other than an employee of Tenant shall be paid or reimbursed to Tenant by Landlord. Provided that Landlord has complied with Section 4.3(b) or Section 4.3(e), as the case may be, an overstatement for the purposes of allocation of audit costs shall not be deemed to exist due to a refund of Taxes. Any audit shall be performed by either (a) Tenant’s or Tenant’s Affiliates regular employees or (b) a reputable certified public accountant reasonably acceptable to Landlord whose compensation is not contingent on the results of the audit. As a condition of Tenant’s right to audit under this Section 4.6, Tenant agrees, and shall cause any outside auditor retained by Tenant to agree, to maintain the confidentiality of the results of the audit, subject to the right to disclose such results in any legal proceedings regarding the accuracy of the charges for Additional Rent in respect of Operating Costs or Taxes. If Landlord determines that a report previously furnished by Landlord was in error, Landlord may furnish a corrective or supplemental report to Tenant within six (6) months after the original report was furnished, and if such corrective or supplemental report results in increased Additional Rent, the Audit Period for the year covered by such report shall be extended for six months after Landlord furnishes the corrective or supplemental report.

Tenant’s Audit Rights. Annually, within 120 Within one hundred twenty (120) days after receiving any Statement (the end “Review Notice Period”), Tenant may give Landlord notice (“Review Notice”) stating that Tenant elects to review Landlord’s calculation of each calendar year or the Operating Expenses, Tax Fiscal YearExpenses and/or Utilities Costs for the Expense Year to which such Statement applies and identifying with reasonable specificity the records of Landlord reasonably relating to such matters that Tenant desires to review. Within a reasonable time after receiving a timely Review Notice (and, at Landlord’s option, an executed confidentiality agreement as applicabledescribed below), Landlord shall furnish deliver to Tenant, or make available for inspection at a location reasonably designated by Landlord within San Mateo County or Santa Xxxxx County, copies of such records. Within sixty (60) days after such records are made available to Tenant (the “Objection Period”), Tenant may deliver to Landlord notice (an “Objection Notice”) stating with reasonable specificity any objections to the Statement, in which event Landlord and Tenant shall work together in good faith to resolve Tenant’s objections. Tenant may not deliver more than one Review Notice or more than one Objection Notice with respect to any Expense Year. If Tenant fails to give Landlord a report setting forth in reasonable detail Review Notice before the Operating Costs and Taxes for expiration of the immediately preceding calendar year (Review Notice Period or fails to give Landlord an Objection Notice before the expiration of the Objection Period, Tenant shall be deemed to have approved the Statement. If Tenant retains an agent to review Landlord’s records, the agent must be with a CPA firm licensed to do business in the case State of Operating Costs) California and its fees shall not be contingent, in whole or Tax Fiscal Year (in part, upon the case outcome of Taxes)the review. Tenant shall have the right to audit Landlord’s books and records relating to Operating Costs and/or Taxes with respect to the period covered by each such report within six months after receipt be responsible for all costs of such report (such six month period being called review; provided, however, that if Landlord and Tenant determine that the “Audit Period”) by delivering a notice of its intention to perform such audit to Landlord. If, as a result of such audit, Tenant believes that it is entitled to receive a refund of any Additional Rent paid by Tenant in respect sum of Operating Expenses, Taxes and Utilities Costs and/or Taxes, Tenant shall deliver to Landlord, no later than 30 days after expiration of the Audit Period, a notice demanding such a refund, together with a statement of the grounds for each such demand and the amount of each proposed refund. The cost of any such audit shall be paid by Tenant, except that, if it is established that the Additional Rent in respect of Operating Costs or Taxes, as applicable, charged to Tenant for the period Expense Year in question was overstated by more than 3five percent (5%), Landlord, within thirty (30) days after receiving paid invoices therefor from Tenant, shall reimburse Tenant for the reasonable out-of-pocket cost of amounts paid by Tenant to third parties in connection with such audit paid review (not to a third party exceed $3,000.00). The records and any related information obtained from Landlord shall be treated as confidential, and as applicable only to the Premises, by Tenant, its auditors, consultants, and any other than an employee parties reviewing the same on behalf of Tenant shall be paid or reimbursed to Tenant by Landlord. Provided that Landlord has complied with Section 4.3(b) or Section 4.3(e)(collectively, as the case may be, an overstatement for the purposes of allocation of audit costs shall not be deemed to exist due to a refund of Taxes. Any audit shall be performed by either (a) “Tenant’s Auditors”). Notwithstanding any contrary provision hereof, Tenant may not examine Landlord’s records or Tenant’s Affiliates regular employees or (b) a reputable certified public accountant reasonably acceptable to dispute any Statement if any Rent remains unpaid past its due date. If, for any Expense Year, Landlord whose compensation is not contingent on and Tenant determine that the results of the audit. As a condition sum of Tenant’s right to audit under this Section 4.6Share of the actual Operating Expenses, plus Tenant’s Share of the actual Tax Expenses, plus Tenant’s Share of Utilities Costs, is less or more than the amount reported, Tenant agreesshall receive a credit in the amount of its overpayment against Rent then or next due hereunder, or pay Landlord the amount of its underpayment with the Rent next due hereunder; provided, however, that if this Lease has expired or terminated and shall cause any outside auditor retained by Tenant to agree, to maintain has vacated the confidentiality of the results of the audit, subject to the right to disclose such results in any legal proceedings regarding the accuracy of the charges for Additional Rent in respect of Operating Costs or Taxes. If Landlord determines that a report previously furnished by Landlord was in errorPremises, Landlord may furnish a corrective shall pay Tenant the amount of its overpayment (less any Rent due), or supplemental report to Tenant shall pay Landlord the amount of its underpayment, within six thirty (630) months days after the original report was furnished, and if such corrective or supplemental report results in increased Additional Rent, the Audit Period for the year covered by such report shall be extended for six months after Landlord furnishes the corrective or supplemental reportdetermination.

Tenant’s Audit Rights. Annually, within 120 days after Provided that no Event of Default has occurred and is continuing (other than an Event of Default arising out of Tenant's dispute of Tenant's Share of Project Expenses to which the end of each calendar year or Tax Fiscal Year, as applicable, Landlord shall furnish to Tenant a report setting forth in reasonable detail the Operating Costs and Taxes for the immediately preceding calendar year (in the case of Operating Costsfollowing audit rights pertain) or Tax Fiscal Year (in the case of Taxes). Tenant shall have the right right, either personally or through an independent certified public accounting firm (such accounting firm is herein referred to as "TENANT'S CPA"), to audit Landlord’s 's books and records pertaining to Project Expenses as provided in this paragraph. Any such audit shall, except otherwise expressly provided in this subparagraph, be conducted at Tenant's sole cost and expense and Tenant shall deliver to Landlord the written results of such audit within thirty (30) days after Tenant receives the same. Tenant covenants and agrees, for itself and its officers, partners, employees, attorneys, consultants, agents, contractors and representatives (including, without limitation, Tenant's CPA), to keep the results of any and all audits of Landlord's books and records strictly confidential and not disclose such results except as follows: (1) to the extent the disclosure of such results may be required by law; and (2) in connection with the enforcement of Tenant's rights hereunder. Such audit shall be completed within one hundred twenty (120) days after Tenant's receipt of the applicable Annual Expense Statement, and such audit shall only cover Landlord's books and records relating to Operating Costs and/or Taxes with respect to the period covered by each such report within six months after receipt of such report (such six month period being called the “Audit Period”) by delivering a notice of its intention to perform such audit to Landlord. If, as a result of such audit, Tenant believes that it is entitled to receive a refund of any Additional Rent paid by Tenant in respect of Operating Costs and/or Taxes, Tenant shall deliver to Landlord, no later than 30 days after expiration of the Audit Period, a notice demanding such a refund, together with a statement of the grounds for each such demand and the amount of each proposed refund. The cost of any such audit shall be paid by Tenant, except that, if it is established that the Additional Rent in respect of Operating Costs or Taxes, as applicable, charged to Tenant for the period in question was overstated by more than 3%, the reasonable out-of-pocket cost of such audit paid to a third party other than an employee of Tenant shall be paid or reimbursed to Tenant by Landlord. Provided that Landlord has complied with Section 4.3(b) or Section 4.3(e), as the case may be, an overstatement for the purposes of allocation of audit costs shall not be deemed to exist due to a refund of Taxes. Any audit shall be performed by either (a) Tenant’s or Tenant’s Affiliates regular employees or (b) a reputable certified public accountant reasonably acceptable to Landlord whose compensation is not contingent on the results of the audit. As a condition of Tenant’s right to audit under this Section 4.6, Tenant agrees, and shall cause any outside auditor retained by Tenant to agree, to maintain the confidentiality of the results of the audit, subject to the right to disclose such results in any legal proceedings regarding the accuracy of the charges for Additional Rent in respect of Operating Costs or Taxes. If Landlord determines that a report previously furnished by Landlord was in error, Landlord may furnish a corrective or supplemental report to Tenant within six (6) months after the original report was furnished, and if such corrective or supplemental report results in increased Additional Rent, the Audit Period Project Expenses for the year covered by such report the applicable Annual Expense Statement. Such audit shall be extended conducted during normal business hours and upon not less than thirty (30) days' advance written notice to Landlord of the actual time and date thereof. If, within thirty (30) days following the completion of such one hundred twenty (120) day audit period, Tenant does not give Landlord written notice stating in reasonable detail any objection to the applicable Annual Expense Statement, Tenant shall be deemed to have approved such statement in all respects. If Tenant's audit reveals that Tenant has overpaid Tenant's Share of Project Expenses, Landlord shall provide Tenant with full payment of the total amount of such overpayment within thirty (30) days after Landlord's receipt of the written evidence of such overpayment. If Tenant's audit reveals that Tenant has underpaid Tenant's Share of Project Expenses, Tenant shall pay Landlord the amount of such underpayment contemporaneously with its delivery of the written results of the applicable audit to Landlord. If Tenant's audit reveals that the amount of Project Expenses set forth in the applicable Annual Expense Statement is more than 105% of the actual amount of Project Expenses incurred by Landlord during the applicable calendar year, then Landlord shall, within thirty (30) days after Landlord's receipt of written evidence of such incorrect identification of Project Expenses in the applicable Annual Expense Statement together with evidence reasonably satisfactory to Landlord of the reasonable costs incurred by Tenant in connection with the Tenant's audit (as delivered to Landlord), reimburse Tenant for six months after Landlord furnishes the corrective or supplemental reportsuch costs.

Tenant’s Audit Rights. AnnuallyTenant shall have the right at any time within three (3) years after the close of each Lease Year (a period of twelve (12) consecutive calendar months during the Term, within 120 the first of which shall begin on the first day of February next following the Commencement Date, unless the Commencement Date shall be the first day of February, in which event the first Lease Year shall begin on the Commencement Date) and Partial Lease Year (the period, if any, of fewer than twelve (12) consecutive calendar months between the Commencement Date and the first day of the first Lease Year and the period, if any, of less than twelve (12) consecutive calendar months between the last day of the last Lease Year and the expiration of the Term), but not more often than once with respect to any Lease Year and Partial Lease Year, to cause an audit to be made by an independent accountant designated in writing by Tenant of all of the books of account, documents, records, returns, papers and files of Landlord relating to Common Area Costs for such Lease Year, and Landlord, upon at least three (3) days prior request of Tenant, shall make all such records available for such examination at the address specified in this Lease for notices to Landlord during regular business hours. Tenant agrees that any information obtained from all such records and reports examined by it or by its designated accountant shall be held in strict confidence. All actions or claims in connection with, if applicable, Common Area Costs, Taxes, Tenant's Insurance, Minimum Monthly Rent and any other monetary obligations shall be barred after said three (3) year period. If Tenant shall have such an audit made for any Lease Year or Partial Lease Year and the Common Area Costs shown by Landlord's statement for such Lease Year or Partial Lease Year have been overstated by three percent (3%) or more, then Landlord! in addition to immediately paying the Tenant the full amount of the overstated sums as determined by such audit, shall pay the Tenant the reasonable cost of such audit, not to exceed Two Thousand Dollars ($2,000.00); otherwise said audit shall be at Tenant's sole cost and expense. The statement of reconciliation of the actual Common Area Costs provided to Tenant subsequent to the end of each calendar year or Tax Fiscal Yearwill be final and binding upon Tenant un- less the same is objected to in writing within three (3) years after it is given to Tenant, as applicable, Landlord which notice of objection shall furnish to Tenant a report setting forth specify in reasonable detail the Operating Costs items disputed by Tenant. If Landlord and Taxes for the immediately preceding calendar year 32 Tenant are unable to resolve such dispute within thirty (in the case of Operating Costs30) or Tax Fiscal Year (in the case of Taxes). Tenant shall have the right to audit days after Landlord’s books and records relating to Operating Costs and/or Taxes with respect to the period covered by each such report within six months after 's receipt of such report written objection (each party agreeing to confer in good faith in attempt to resolve such six month period being called the “Audit Period”) by delivering a notice of its intention to perform such audit to Landlord. Ifdispute), as a result of such audit, Tenant believes that it is entitled to receive a refund of any Additional Rent paid an independent certified public accountant selected by Tenant in respect of Operating Costs and/or Taxes, Tenant shall deliver to and approved by Landlord, no later than 30 shall be engaged to inspect and audit the Landlord's records of the Common Area Costs and to make a determination regarding the Tenant's dispute. The selection of the independent certified public accountant shall be completed within fifteen (15) days after expiration of the Audit Periodforegoing thirty- day period and the audit shall commence and be completed, and a notice demanding such a refund, together with a statement copy of the grounds for each such demand audit report shall be delivered to Landlord and the amount of each proposed refundTenant within thirty days thereafter. The cost de- termination of any such audit the independent certified public accountant shall be binding on Landlord and Tenant. Costs for said independent certified public accountant shall be paid by Tenant, except that, Landlord if it is established finally determined that the Additional Rent in respect amount of Operating Common Area Costs or Taxes, as applicable, charged to Tenant for the period in question was overstated by more than 3%, the reasonable out-of-pocket cost of such audit paid to a third party other than an employee of Tenant shall be paid or reimbursed to Tenant by Landlord. Provided that Landlord has complied with Section 4.3(b) or Section 4.3(e), as the case may be, an overstatement for the purposes of allocation of audit costs shall not be deemed to exist due to a refund of Taxes. Any audit shall be performed by either (a) Tenant’s or Tenant’s Affiliates regular employees or (b) a reputable certified public accountant reasonably acceptable to Landlord whose compensation is not contingent on the results of the audit. As a condition of Tenant’s right to audit under this Section 4.6, Tenant agrees, and shall cause any outside auditor retained by Tenant to agree, to maintain the confidentiality of the results of the audit, subject to the right to disclose such results in any legal proceedings regarding the accuracy of the charges for Additional Rent in respect of Operating Costs or Taxes. If Landlord determines that a report previously furnished by Landlord was in error, Landlord may furnish a corrective error by three percent (3%) or supplemental report to Tenant within six (6) months after the original report was furnishedmore, and if such corrective or supplemental report results in increased Additional Rent, the Audit Period for the year covered by such report shall be extended for six months after Landlord furnishes paid by Tenant if said error was less than three percent (3%). Tenant's right to cause an audit to be made of Landlord's records of the corrective Common Area Costs shall not delay or supplemental reportpostpone the date(s) on which all rental payments are due.

Tenant’s Audit Rights. Annually, within 120 days after the end of each calendar year or Tax Fiscal Year, as applicable, Landlord shall furnish to Tenant a report setting forth in reasonable detail the Project Operating Costs, Building Operating Costs, Insurance Costs and Taxes for the immediately preceding calendar year (in the case of Operating Costs and Insurance Costs) or Tax Fiscal Year (in the case of Taxes). Tenant shall have the right to audit Landlord’s books and records relating to Operating Costs, Insurance Costs and/or Taxes with respect to the period covered by each such report within six (6) months after receipt of such report (such six (6) month period being called the “Audit Period”) by delivering a notice of its intention to perform such audit to Landlord. If, as a result of such audit, Tenant believes that it is entitled to receive a refund of any Additional Rent paid by Tenant in respect of Operating Costs, Insurance Costs and/or Taxes, Tenant shall deliver to Landlord, no later than 30 thirty (30) days after expiration of the Audit Period, a notice demanding such a refund, together with a statement of the grounds for each such demand and the amount of each proposed refund. The cost of any such audit shall be paid by Tenant, except that, if it is established that the Additional Rent in respect of Operating Costs, Insurance Costs or Taxes, as applicable, and Taxes charged to Tenant for the period in question was overstated by more than 3five percent (5.0%), the reasonable out-of-pocket cost of such audit paid to a third party other than an employee of Tenant shall be paid or reimbursed to Tenant by Landlord. Provided that Landlord has complied with Section 4.3(b) or Section 4.3(e), as the case may be, an An overstatement for the purposes of allocation of audit costs shall not be deemed to exist due to a refund of TaxesRefund. Any audit shall be performed by either (a) Tenant’s or Tenant’s Affiliates regular employees or (b) a reputable certified public accountant reasonably acceptable to Landlord whose compensation is not not, directly or indirectly, contingent in whole or in part on the results of the audit. As a condition of Tenant’s right to audit under this Section 4.6, Tenant agrees, and shall cause any outside auditor retained by Tenant to agree, to maintain the confidentiality of the results of the audit, subject to the right to disclose such results in any legal proceedings regarding the accuracy of the charges for Additional Rent in respect of Operating Costs or Taxes. If Landlord determines that a report previously furnished by Landlord was in error, Landlord may furnish a corrective or supplemental report to Tenant within six (6) months two years after the original report was furnished, and if such corrective or supplemental report results in increased Additional Rent, the Audit Period for the year covered by such report shall be extended for six (6) months after Landlord furnishes the corrective or supplemental report.

Tenant’s Audit Rights. Annually, within 120 days after the end of each calendar year or Tax Fiscal Year, as applicable, Landlord shall furnish to Tenant a report setting forth in reasonable detail the Operating Costs and Taxes for the immediately preceding calendar year (in the case of Operating Costs1) or Tax Fiscal Year (in the case of Taxes). Tenant shall have the right right, upon thirty (30) days prior written notice to Landlord ("TENANT'S AUDIT NOTICE"), which notice is to be given, if at all, only within ninety (90) days after the date Tenant receives the statement of Additional Rent for any calendar year, to audit Landlord’s 's books and records relating to Operating Costs and/or Taxes with respect upon which such statement was based for such immediately preceding year, subject to the period covered by each such report within six months after receipt following terms and conditions: (i) no audit shall be commenced or conducted at any time that there exists an uncured Event of such report (such six month period being called the “Audit Period”) by delivering a notice of its intention to perform such audit to Landlord. If, as a result of such audit, Tenant believes that it is entitled to receive a refund of any Additional Rent paid Default by Tenant in respect under the terms of Operating Costs and/or Taxesthis Lease; (ii) any audit shall be conducted only by a real estate brokerage firm or by an independent certified public accountants practicing for an accounting firm of national prominence, Tenant shall deliver to approved by Landlord, no later than 30 days after expiration and employed by Tenant on an hourly or fixed fee basis and not on a contingency fee basis, or full-time employees of the Audit Period, a notice demanding such a refund, together with a statement of the grounds for each such demand and the amount of each proposed refund. The cost of any Tenant's accounting department; (iii) such audit shall be paid conducted only during normal business hours and at the offices of Landlord or Landlord's accountants, as specified by Landlord; (iv) Tenant shall not audit Landlord's books and records more than one (1) time for any calendar year; and (v) except as provided below, Tenant shall pay all costs (including Landlord's staff expenses) for such audit. Tenant acknowledges that Tenant, except that, if it is established that the 's right to inspect Landlord's books and records with respect to Landlord's statement of Tenant's Additional Rent in respect of Operating Costs or Taxes, as applicable, charged to Tenant for the period in question was overstated by more than 3%, preceding calendar year is for the reasonable out-of-pocket cost exclusive purpose of such audit paid to a third party other than an employee of Tenant shall be paid or reimbursed to Tenant by Landlord. Provided that determining whether Landlord has complied with Section 4.3(b) or Section 4.3(e), as the case may be, an overstatement for the purposes of allocation of audit costs shall not be deemed to exist due to a refund of Taxes. Any audit shall be performed by either (a) Tenant’s or Tenant’s Affiliates regular employees or (b) a reputable certified public accountant reasonably acceptable to Landlord whose compensation is not contingent on the results terms of the auditLease with respect to such Additional Rent. As a condition of Tenant’s right to No assignee or subtenant shall conduct an audit under this Section 4.6, Tenant agrees, and shall cause for any outside auditor retained by Tenant to agree, to maintain the confidentiality period during which such assignee or subtenant was not in possession of the results of the audit, subject to the right to disclose such results in any legal proceedings regarding the accuracy of the charges for Additional Rent in respect of Operating Costs or Taxes. If Landlord determines that a report previously furnished by Landlord was in error, Landlord may furnish a corrective or supplemental report to Tenant within six (6) months after the original report was furnished, and if such corrective or supplemental report results in increased Additional Rent, the Audit Period for the year covered by such report shall be extended for six months after Landlord furnishes the corrective or supplemental reportPremises.

Tenant’s Audit Rights. Annually, within 120 days after the end of each calendar year or Tax Fiscal Year, as applicable, Landlord shall furnish to Tenant a report setting forth in reasonable detail the Operating Costs, Insurance Costs and Taxes for the immediately preceding calendar year (in the case of Operating Costs and Insurance Costs) or Tax Fiscal Year (in the case of Taxes). Tenant shall have the right to audit Landlord’s books and records relating to Operating Costs, Insurance Costs and/or Taxes with respect to the period covered by each such report within six months after receipt of such report (such six month period being called provided and on the “Audit Period”) by delivering condition that Tenant delivers a written notice of its intention to perform such audit to LandlordLandlord not later than ninety (90) days after receipt of such report (such ninety day period being called the “Audit Period”), time being of the essence. If, as a result of such audit, Tenant believes that it is entitled to receive a refund of any Additional Rent paid by Tenant in respect of Operating Costs, Insurance Costs and/or Taxes, Tenant shall deliver to Landlord, no later than 30 days after expiration of the Audit Period, a notice demanding such a refund, together with a statement of the grounds for each such demand and the amount of each proposed refund. The cost of any such audit shall be paid by Tenant, except that, if it is established that the Additional Rent in respect of Operating Costs, Insurance Costs or Taxes, as applicable, and Taxes charged to Tenant for the period in question was overstated by more than 35%, the reasonable out-of-pocket cost of such audit paid to a third party other than an employee of Tenant Tenant, up to a maximum of $5,000, shall be paid or reimbursed to Tenant by Landlord. Provided that Landlord has complied with Section 4.3(b) or Section 4.3(e), as the case may be, an An overstatement for the purposes of allocation of audit costs shall not be deemed to exist due to a refund of TaxesRefund provided timely by Landlord to Tenant. Any audit shall be performed by either (a) Tenant’s or Tenant’s Affiliates regular employees or (b) a reputable certified public accountant reasonably acceptable to Landlord whose compensation is not directly or indirectly, contingent in whole or in part on the results of the audit. As a condition of Tenant’s right to audit under this Section 4.6If, Tenant agreesafter reasonable investigation, and shall cause any outside auditor retained by Tenant to agree, to maintain the confidentiality of the results of the audit, subject to the right to disclose such results in any legal proceedings regarding the accuracy of the charges for Additional Rent in respect of Operating Costs or Taxes. If Landlord determines that a report previously furnished by Landlord was in error, Landlord may (but shall if such error resulted in a prior overstatement of Operating Costs, Insurance Costs and/or Taxes) furnish a corrective or supplemental report to Tenant within six (6) months one year after the original report was furnished, and if such corrective or supplemental report results in increased Additional Rent, the Audit Period for the year covered by such report shall be extended for six months after Landlord furnishes the corrective or supplemental report.

Tenant’s Audit Rights. AnnuallyIf Tenant raises objections to Lxxxxxxx’s statement and Landlord and Tenant are unable to resolve any dispute, then Tenant, at its expense, shall have the right upon thirty (30) days prior written notice to Landlord (“Tenant’s Audit Notice” ) to be given only within 120 one hundred fifty (150) days after Txxxxx receives the end annual statement of each Additional Rent to audit Landlord's books and records relating to such statement for such immediately preceding calendar year year, subject to the following terms and conditions: (a) any audit shall be conducted only by certified public accountants practicing for an independent accounting firm, employed by Tenant on an hourly or Tax Fiscal Yearfixed fee basis, as applicableand not on a contingency fee basis; and (b) Tenant shall not audit Landlord’s books and records more than one (1) time for any calendar year. In no event shall Tenant be permitted to examine Lxxxxxxx’s records or to dispute any statement of Operating Costs, Landlord shall furnish Taxes and Additional Rent unless Txxxxx has paid and continues to pay all Rent in accordance with the terms of this Lease. Tenant a report setting forth in reasonable detail the acknowledges that Txxxxx’s right to inspect Landlord’s books and records with respect to Operating Costs and Taxes for the immediately preceding calendar year is for the exclusive purpose of determining whether Lxxxxxxx has complied with the terms of the Lease with respect to Operating Costs and Taxes. Tenant shall have sixty (60) days after Txxxxx’s Audit Notice to complete Tenant’s inspection of Landlord’s books and records concerning Operating Costs and Taxes at Landlord’s accounting office. During its inspection Txxxxx agrees to request, in writing, all pertinent documents relating to the case of Operating Costs) or Tax Fiscal Year inspection (in the case of Taxes“Audit Documents”). Landlord will provide such Audit Documents to Tenant within ten (10) days from Landlord’s receipt of the request, and no later than ten (10) days after the date Tenant tenders to Landlord Tenant’s Audit Notice (“Landlord’s Response Period”). The sixty (60) day period shall be extended on a day for day basis for each day after the expiration of Landlord’s Response Period for Landlord to deliver the Audit Documents and Tenant shall not remove such records from Landlord’s accounting office, but Tenant shall have the right to make copies of the relevant documents at Tenant’s expense. Tenant shall deliver to Landlord a copy of the results of such audit Landlordwithin fifteen (15) days of its receipt by Txxxxx. The nature and content of any audit are strictly confidential. Tenant, on behalf of its accountant, employees and agents shall not disclose the information obtained from the audit to any other person or entity, including, without limitation, any other tenant in the Project, or any agent, employee, officer, shareholder, partner, accountant or attorney of such tenant in the Project. No assignee shall conduct an audit for any period during which such assignee was not in possession of the Premises. If Txxxxx’s books and records relating to audit shows that Operating Costs and/or and Taxes with respect are overstated by more than five percent (5%), then Landlord agrees to pay the period covered by each such report within six months after receipt of such report (such six month period being called the “Audit Period”) by delivering a notice of its intention to perform such audit to Landlord. If, as a result reasonable costs of such audit, Tenant believes that it is entitled not to receive a refund of any Additional Rent paid by Tenant in respect of Operating Costs and/or Taxes, Tenant shall deliver to Landlord, no later than 30 days after expiration of the Audit Period, a notice demanding such a refund, together with a statement of the grounds for each such demand exceed Ten Thousand and the amount of each proposed refund. The cost of any such audit shall be paid by Tenant, except that, if it is established that the Additional Rent in respect of Operating Costs or Taxes, as applicable, charged to Tenant for the period in question was overstated by more than 3%, the reasonable out-of-pocket cost of such audit paid to a third party other than an employee of Tenant shall be paid or reimbursed to Tenant by Landlord. Provided that Landlord has complied with Section 4.3(b00/100 Dollars ($10,000.00) or Section 4.3(e), as the case may be, an overstatement for the purposes of allocation of audit costs shall not be deemed to exist due to a refund of Taxes. Any audit shall be performed by either (a) Tenant’s or Tenant’s Affiliates regular employees or (b) a reputable certified public accountant reasonably acceptable to Landlord whose compensation is not contingent on the results of the per audit. As a condition of Tenant’s right to audit under this Section 4.6, Tenant agrees, and shall cause any outside auditor retained by Tenant to agree, to maintain the confidentiality of the results of the audit, subject to the right to disclose such results in any legal proceedings regarding the accuracy of the charges for Additional Rent in respect of Operating Costs or Taxes. If Landlord determines that a report previously furnished by Landlord was in error, Landlord may furnish a corrective or supplemental report to Tenant within six (6) months after the original report was furnished, and if such corrective or supplemental report results in increased Additional Rent, the Audit Period for the year covered by such report shall be extended for six months after Landlord furnishes the corrective or supplemental report.

Tenant’s Audit Rights. AnnuallyIf Tenant wishes to dispute an amount shown on the annual Statement of Project Expenses, Tenant must commence such audit in accordance with this Section 4.6 within twenty-four (24) months after Tenant’s receipt of the annual Statement (“Review Period”). Tenant must give Landlord notice of any such audit at least 30 days prior to commencing such audit. Tenant may only conduct one audit per Expense Year. If Tenant does not commence an audit within such Review Period, Tenant shall have waived its right to audit such annual Statement. No audit may be conducted while Tenant is in Default under this Lease. Any audit by Tenant hereunder must be conducted by a nationally or regionally recognized independent certified public accountant designated by Tenant, with such firm to be paid on an hourly and not on a contingent fee basis Tenant’s auditors may conduct a reasonable and specifically defined audit of Landlord’s books and records concerning the Operating Expenses of the Project reflected on the annual Statement, provided that Tenant causes its auditors to THE WATER GARDEN Cornerstone OnDemand, Inc. diligently pursue such audit to completion as quickly as reasonably possible and provided, further, that Tenant and such accountant shall, and shall each use their commercially reasonable efforts to cause their respective agents and employees to, maintain all information contained in Landlord’s books and records in strict confidence. Landlord agrees to make available to Tenant’s auditors, at Landlord’s office in the Building, the books and records relevant to the audit for review and copying, but such books and records may not be removed from Landlord’s offices. Tenant shall bear all costs of such audit, including Landlord’s actual copying costs and personnel costs, if any, incurred in connection with such audit (provided that, prior to incurring any personnel costs in connection with such audit, Landlord shall advise Tenant of Landlord’s anticipated personnel costs so that Tenant may, at Tenant’s option, modify Tenant’s activities with regard to such audit in order to preclude the need for Landlord to incur such personnel costs), except that if the audit (as conducted and certified by the auditor) shows an aggregate overstatement of Project Expenses of five percent (5%) or more, and Landlord’s auditors concur in such findings (or, in the absence of such concurrence, such overstatement is confirmed by binding arbitration between the parties conducted in Santa Monica California by the American Arbitration Association under the Commercial Arbitration Rules, using a single arbitrator selected by the parties pursuant to such rules, or by such other dispute resolution mechanism to which the parties may mutually agree in writing), then Landlord shall bear all costs of the audit (and, if applicable, the arbitration or other dispute resolution mechanism). If the arbitration or other dispute resolution mechanism selected by the parties confirms that the Project Expenses were not overstated by five percent (5%) or more, then Tenant shall bear the cost of the audit and such arbitration or other dispute resolution mechanism. If the agreed or confirmed audit shows an underpayment of Project Expenses by Tenant, Tenant shall pay to Landlord, within 120 thirty (30) days after the end audit is agreed to or confirmed, the amount owed to Landlord, and, if the agreed or confirmed audit shows an overpayment of each calendar year or Tax Fiscal Year, as applicableProject Expenses by Tenant, Landlord shall furnish reimburse Tenant for such overpayment within thirty (30) days after the audit is agreed to or confirmed. In addition to the other rights of Tenant a report setting set forth in reasonable detail the Operating Costs and Taxes for the immediately preceding calendar year (in the case of Operating Costs) or Tax Fiscal Year (in the case of Taxes). this Section 4.6, Tenant shall have the right within twenty-four (24) months after Tenant’s receipt of an annual Statement, without conducting an audit, to audit meet with Landlord’s books representatives to discuss items on such Statement and records relating to Operating Costs and/or Taxes with respect to the period covered by each such report within six months after receipt of such report (such six month period being called the “Audit Period”) by delivering a notice of its intention to perform such audit to Landlord. If, as a result of such audit, Tenant believes that it is entitled to receive a refund of any Additional Rent paid obtain from Landlord information reasonably requested by Tenant in respect of Operating Costs and/or Taxes, Tenant shall deliver to Landlord, no later than 30 days after expiration support of the Audit Period, a notice demanding amounts shown on such a refund, together with a statement of the grounds for each such demand and the amount of each proposed refund. The cost of any such audit shall be paid by Tenant, except that, if it is established that the Additional Rent in respect of Operating Costs or Taxes, as applicable, charged to Tenant for the period in question was overstated by more than 3%, the reasonable out-of-pocket cost of such audit paid to a third party other than an employee of Tenant shall be paid or reimbursed to Tenant by Landlord. Provided that Landlord has complied with Section 4.3(b) or Section 4.3(e), as the case may be, an overstatement for the purposes of allocation of audit costs shall not be deemed to exist due to a refund of Taxes. Any audit shall be performed by either (a) Tenant’s or Tenant’s Affiliates regular employees or (b) a reputable certified public accountant reasonably acceptable to Landlord whose compensation is not contingent on the results of the audit. As a condition of Tenant’s right to audit under this Section 4.6, Tenant agrees, and shall cause any outside auditor retained by Tenant to agree, to maintain the confidentiality of the results of the audit, subject to the right to disclose such results in any legal proceedings regarding the accuracy of the charges for Additional Rent in respect of Operating Costs or Taxes. If Landlord determines that a report previously furnished by Landlord was in error, Landlord may furnish a corrective or supplemental report to Tenant within six (6) months after the original report was furnished, and if such corrective or supplemental report results in increased Additional Rent, the Audit Period for the year covered by such report shall be extended for six months after Landlord furnishes the corrective or supplemental reportStatement.

Tenant’s Audit Rights. Annually, within 120 Within one hundred twenty (120) days after receipt of a Statement by Tenant (“Review Period”), if Tenant disputes the end of each calendar year or Tax Fiscal Year, as applicable, Landlord shall furnish to Tenant a report setting amount set forth in the Statement, Tenant’s employees or an independent certified public accountant (which accountant is a member of a nationally or regionally recognized accounting firm and is not paid on a contingency fee basis), designated by Tenant, may, after reasonable detail notice to Landlord and at reasonable times, inspect Landlord’s records at Landlord’s offices at the Operating Costs location of the Building or such other location in San Francisco County, California as may be designated by Landlord; provided, however, that notwithstanding any such timely objection, dispute, inspection, and/or audit, and Taxes for the immediately preceding calendar year (as a condition precedent to Tenant’s exercise of its right of objection, dispute, inspection and/or audit as set forth in the case of Operating Costs) or Tax Fiscal Year (in the case of Taxes). this Section 4.6, Tenant shall not be permitted to withhold payment of, and Tenant shall timely pay to Landlord, the full amounts as required by the provisions of this Article 4 in accordance with such Statement. However, such payment may be made under protest pending the outcome of any audit which may be performed by the accountant as described below. Notwithstanding the foregoing, Tenant shall only have the right to audit review Landlord’s books records one (1) time during any twelve (12) month period. No subtenant shall have any right to conduct an audit, and records relating no assignee shall conduct an audit for any period during which such assignee was not in possession of the Premises. Tenant’s failure to Operating Costs dispute and/or Taxes with respect audit the amounts set forth in any Statement within the Review Period shall be deemed to be Tenant’s approval of such Statement and Tenant, thereafter, waives the right or ability to dispute the amounts set forth in such Statement. If after such inspection, but within thirty (30) days after the Review Period, Tenant notifies Landlord in writing that Tenant still disputes such amounts, a certification as to the period covered proper amount shall be made, at Tenant’s expense (except as provided hereinbelow), by each such report within six months after receipt an independent certified public accountant selected by Landlord and who is a member of such report a nationally or regionally recognized accounting firm and is not paid on a contingency fee basis (such six month period being called the “Audit PeriodAccountant”) by delivering a notice of its intention to perform such audit to Landlord). If, as a result of such audit, Such certification shall be binding upon Landlord and Tenant. Landlord shall cooperate in good faith with Tenant believes that it is entitled to receive a refund of any Additional Rent paid by Tenant in respect of Operating Costs and/or Taxes, Tenant shall deliver to Landlord, no later than 30 days after expiration of the Audit Period, a notice demanding such a refund, together with a statement of the grounds for each such demand and the amount of each proposed refundAccountant to show Tenant and the accountant the information upon which the certification is to be based. The cost of any If such audit shall be paid certification by Tenant, except that, if it is established the Accountant proves that the Additional Rent Direct Expenses and Utilities Cost set forth in respect of Operating Costs or Taxes, as applicable, charged to Tenant for the period in question was Statement were overstated by more than 3five percent (5%), then the reasonable out-of-pocket cost of the Accountant and the cost of such audit paid to a third party other than an employee of Tenant certification shall be paid or reimbursed to Tenant for by Landlord. Provided that Landlord has complied with Section 4.3(b) Promptly following the parties’ receipt of such certification, the parties shall make such appropriate payments or Section 4.3(e)reimbursements, as the case may be, an overstatement to each other, as are determined to be owing pursuant to such certification. Tenant agrees to keep, and to cause all of Tenant’s employees and consultants to keep, all of Landlord’s books and records and the audit, and all information pertaining thereto and the results thereof, strictly confidential, and in connection therewith, Tenant shall cause such employees, consultants to execute such reasonable confidentiality agreements as Landlord may require prior to conducting any such inspections and/or audits. Upon written request by Tenant to Landlord at any time following the last day of the Expense Base Year and after which Landlord has completed Landlord’s calculation of Operating Expenses for the purposes Expense Base Year (“Base Operating Expenses” ) (and Landlord shall use reasonable efforts to complete such calculation within one hundred fifty (150) days following the last day of allocation the Expense Base Year), Landlord shall deliver to Tenant for Tenant’s review a Landlord’s Statement setting forth Landlord’s calculation of Base Operating Expenses, and, upon receipt of such Landlord’s Statement, Tenant shall have the right to review Landlord’s books and records related to Landlord’s statement and, if necessary, audit costs Landlord’s books and records, with respect to the calculation of Base Operating Expenses, with such review and/or audit to be in accordance with the provisions above in this Section 4.7, as they apply to Tenant’s review and audit of Landlord’s Statement for a particular calendar year (including, without limitation, the procedures that apply in the event the parties disagree regarding the results of Tenant’s review or audit of Base Operating Expenses) and, once the foregoing review and/or audit process has been completed as to the Base Operating Expenses, Tenant shall not be deemed permitted to exist due to re-evaluate the Base Operating Expenses at a refund of Taxes. Any audit shall be performed by either (a) Tenant’s or Tenant’s Affiliates regular employees or (b) a reputable certified public accountant reasonably acceptable to Landlord whose compensation is not contingent on the results of the audit. As a condition of Tenant’s right to audit under this Section 4.6, Tenant agrees, and shall cause any outside auditor retained by Tenant to agree, to maintain the confidentiality of the results of the audit, subject later date unless additional information pertinent to the right gross-up has been obtained and requires an adjustment to disclose such results in any legal proceedings regarding the accuracy of the charges for Additional Rent in respect of Operating Costs or Taxes. If Landlord determines that a report previously furnished by Landlord was in error, Landlord may furnish a corrective or supplemental report to Tenant within six (6) months after the original report was furnished, and if such corrective or supplemental report results in increased Additional Rent, the Audit Period Landlord’s Statement for the year covered by such report shall be extended for six months after Landlord furnishes the corrective or supplemental reportBase Operating Expenses.

Tenant’s Audit Rights. AnnuallyTenant, within 120 sixty (60) days after the end of each calendar year or Tax Fiscal Year, as applicable, Landlord shall furnish to Tenant a report setting forth in reasonable detail the Operating Costs and Taxes for the immediately preceding calendar year (in the case of Operating Costs) or Tax Fiscal Year (in the case of Taxes). Tenant shall have the right to audit Landlord’s books and records relating to Operating Costs and/or Taxes with respect to the period covered by each such report within six months after receipt of such report a reasonably detailed Expense Statement, may give Landlord written notice (such six month period being called the “Audit PeriodReview Notice”) by delivering a notice of its intention that Tenant intends to perform such audit to review Landlord. If, as a result of such audit, Tenant believes that it is entitled to receive a refund of any Additional Rent paid by Tenant in respect ’s records of Operating Costs and/or Taxes, Tenant shall deliver Expenses for the year to Landlord, no later than 30 days after expiration of which the Audit Period, a notice demanding such a refund, together with a statement of the grounds for each such demand and the amount of each proposed refundapplies. The cost of any such audit review shall be paid by Tenant, except that, if it is established limited solely to confirming that the Additional Rent in respect of Operating Costs or Taxes, as applicable, Expenses charged to Tenant for are consistent with the period in question was overstated by more than 3%, the reasonable out-of-pocket cost terms of such this Lease. The audit paid to a third party other than an employee of Tenant shall be paid or reimbursed to Tenant by Landlord. Provided that Landlord has complied with Section 4.3(b) or Section 4.3(e), as the case may be, an overstatement for the purposes of allocation of audit costs shall not be deemed to exist due to a refund of Taxes. Any audit shall must be performed by either (a) Tenant’s or Tenant’s Affiliates regular employees or (b) a reputable nationally recognized certified public accountant reasonably acceptable to Landlord whose and no portion of the compensation is not contingent on of such firm or person shall be based directly or indirectly upon a percentage of the savings found or the results of the review. Within thirty (30) days after receipt of the Review Notice, Landlord shall make all pertinent records available for inspection that are reasonably necessary for Tenant to conduct its review, which shall take place at Landlord’s offices in the Project during regular business hours. Such records shall include records related to Operating Expenses for the year in question and for the immediately two (2) calendar years preceding such year (provided, however, that Tenant shall have no right to dispute Operating Expenses for such preceding years, it being acknowledged that such records are for informational purposes only). If any records are maintained at a location other than the management office for the Building, Landlord shall, at Landlord’s sole cost and expense, have copies made of all required records and delivered to the Project for Tenant’s inspection. Within sixty (60) days after the records are made available to Tenant at the Project, Tenant shall have the right to perform the audit. As In the event the audit discovers any discrepancies, within Tenant shall give Landlord written notice within sixty (60) days following Tenant’s receipt of the audit report identifying the claimed errors and overcharges (an “Objection Notice”). Tenant shall provide a condition full and complete copy of the audit to Landlord with the Objection Notice. Landlord shall have a reasonable opportunity to meet with Tenant’s auditor to explain its calculation of Operating Expenses. Tenant shall be solely responsible for all costs, expenses and fees of Tenant’s right auditor for the audit, unless such audit reveals any errors on the part of Landlord in excess of five percent (5%) in favor of Landlord, in which case Landlord shall be responsible for all costs, expenses and fees of Tenant’s auditor for the audit not to exceed five thousand and No/100 Dollars ($5,000.00). If Tenant does not deliver a timely Objection Notice or Review Notice, Tenant shall be deemed to have approved Landlord’s Expense Statement and both parties shall be barred from raising any claims regarding Operating Expenses for that year. The records obtained by Tenant shall be treated as confidential. Tenant may not examine Landlord’s records or dispute any Expense Statement unless Tenant has paid and continues to pay all Rent when due. Following completion of any audit and resolution of any dispute as to the audit findings, if Tenant’s actual payments exceed the amount Tenant is obligated to pay, Landlord will credit the overpayment to the next Rent due under this Lease or shall refund the excess to Tenant within thirty (30) days of Tenant’s request for payment if this Lease has terminated. If Tenant’s actual payments are less than the amount Tenant is obligated to pay, Tenant will pay to Landlord the difference between the amount Tenant paid and the amount determined in the audit within thirty (30) days after it receives the final audit results. Pending resolution of any audit under this Section 4.6Section, Tenant agrees, and shall cause any outside auditor retained by Tenant will continue to agree, pay to maintain Landlord the confidentiality estimated amounts of the results of the audit, subject to the right to disclose such results in any legal proceedings regarding the accuracy of the charges for Additional Rent in respect Tenant’s Share of Operating Costs or Taxes. If Landlord determines that a report previously furnished Expenses as billed by Landlord was in error, Landlord may furnish a corrective or supplemental report to Tenant within six (6) months after the original report was furnished, and if such corrective or supplemental report results in increased Additional Rent, the Audit Period for the year covered by such report shall be extended for six months after Landlord furnishes the corrective or supplemental reportLandlord.

Tenant’s Audit Rights. Annually, within 120 days after the end If Tenant questions a component of each calendar year or Tax Fiscal Year, as applicablean Actual Statement, Landlord shall furnish will provide Tenant with a copy of the actual invoices or other documentation reasonably acceptable to Tenant a report setting substantiating the component within thirty (30) days of Tenant's request therefor. Landlord will maintain accurate, detailed records of all items included in the Actual Statements at Landlord's office at the address for notices set forth in reasonable detail Section 1.1 of the Operating Costs and Taxes Summary for at least twenty-four (24) months after delivery of the immediately preceding calendar year (in the case of Operating Costs) or Tax Fiscal Year (in the case of Taxes)Actual Statement to Tenant. Tenant shall have the right may at its cost and expense inspect or cause an employee of Tenant or a certified public accountant hired on a non-contingent basis to audit the records during normal business hours at the offices of Landlord’s books and records relating 's property manager on up to Operating Costs and/or Taxes with respect to the period covered by each such report within six months after receipt of such report one (such six month period being called the “1) occasion per annum provided Tenant delivers prior written notice ("Audit Period”Notice") by delivering a notice of its intention intent to perform such audit within twenty four (24) months following receipt of the Actual Statement which Tenant intends to Landlordaudit. IfIn no event will Landlord or its property manager be required to (i) photocopy any accounting records or other items or contracts, (ii) create any ledgers or schedules not already in existence, (iii) incur any costs or expenses relative to such inspection, or (iv) perform any other tasks other than making available such accounting records as are described in this paragraph. Tenant must pay its Percentage of Operating Expenses when due pursuant to the terms of the Lease and may not withhold payment of Operating Expenses or any other rent pending results of the audit or during a result dispute regarding Operating Expenses. The audit must be completed within sixty (60) days of the date of Tenant's Audit Notice and the results of such audit shall be delivered to Landlord within seventy five (75) days of the date of Tenant's Audit Notice. If Tenant does not deliver its Audit Notice within such time period, then the Actual Statement will be conclusively binding on Tenant. If such audit or review correctly reveals that Landlord has overcharged Tenant and Landlord agrees with the results of such audit, Tenant believes that it is entitled to receive a refund then within thirty (30) days after the results of any Additional Rent paid by Tenant in respect of Operating Costs and/or Taxes, Tenant shall deliver such audit are made available to Landlord, no later than 30 days after expiration of the Audit Period, a notice demanding such a refund, together with a statement of the grounds for each such demand and Landlord agrees to reimburse Tenant the amount of each proposed refundsuch overcharge. The cost of any such If the audit shall be paid by Tenantreveals that Tenant was undercharged, except that, if it is established that the Additional Rent in respect of Operating Costs or Taxes, as applicable, charged to Tenant for the period in question was overstated by more than 3%, the reasonable out-of-pocket cost of such audit paid to a third party other than an employee of Tenant shall be paid or reimbursed to Tenant by Landlord. Provided that Landlord has complied with Section 4.3(bthen within thirty (30) or Section 4.3(e), as the case may be, an overstatement for the purposes of allocation of audit costs shall not be deemed to exist due to a refund of Taxes. Any audit shall be performed by either (a) Tenant’s or Tenant’s Affiliates regular employees or (b) a reputable certified public accountant reasonably acceptable to Landlord whose compensation is not contingent on days after the results of the audit. As a condition of audit are made available to Tenant’s right to audit under this Section 4.6, Tenant agrees, and shall cause any outside auditor retained by Tenant agrees to agree, to maintain the confidentiality of the results of the audit, subject to the right to disclose such results in any legal proceedings regarding the accuracy of the charges for Additional Rent in respect of Operating Costs or Taxes. If reimburse Landlord determines that a report previously furnished by Landlord was in error, Landlord may furnish a corrective or supplemental report to Tenant within six (6) months after the original report was furnished, and if such corrective or supplemental report results in increased Additional Rent, the Audit Period for the year covered by such report shall be extended for six months after Landlord furnishes the corrective or supplemental report.the

Tenant’s Audit Rights. AnnuallyNotwithstanding anything to the contrary contained in this Lease, within 120 days after provided that Tenant is not then in default under this Lease, if Tenant reasonably disputes any amounts set forth in any Statement described above in this Article 4, Tenant will have the end right, at no cost or expense to Landlord (except as otherwise provided in this Section 4.6 below), to cause Landlord's general ledger of each calendar year accounts with respect to such disputed Statement only to be audited by a nationally recognized firm of certified public accountants reasonably approved by Landlord or Tax Fiscal Yearby a certified public accountant mutually acceptable to Landlord and Tenant, as applicable, Landlord either of which has prior experience in the review of financial statements and which shall furnish not have provided primary accounting services to Tenant a report setting forth in reasonable detail the Operating Costs and Taxes for the immediately preceding calendar year (or any other tenant in the case of Operating CostsProject within the last three (3) or Tax Fiscal Year (in the case of Taxes). years and which shall not be retained by Tenant on a contingency basis; provided, however, Tenant shall not have the right to audit Landlord’s books and records relating to Operating Costs and/or Taxes with respect to the period covered by each such report within six months after receipt of such report (such six month period being called the “Audit Period”) by delivering a notice of its intention to perform such audit to Landlord. If, as a result of such audit, Tenant believes that it is entitled to receive a refund of any Additional Rent paid by Tenant in respect of Operating Costs and/or Taxes, Tenant shall deliver to Landlord, no later than 30 days after expiration of the Audit Period, a notice demanding such a refund, together with a statement of the grounds for each such demand and the amount of each proposed refund. The cost of any such audit shall be paid by Tenant, except that, if it is established that the Additional Rent in respect of Operating Costs or Taxes, as applicable, charged to Tenant for the period in question was overstated by more than 3%, one (1) time for any calendar year during the reasonable out-of-pocket cost of such Lease Term. Any audit paid to a third party other than an employee conducted by or on behalf of Tenant shall be paid completed within six (6) months of its receipt of the relevant Statement and shall be conducted in an expeditious and diligent manner and timely completed at Landlord's office during Landlord's normal business hours and in the manner so as to minimize interference with Landlord's business operations. Landlord shall have no obligation and Tenant shall have no right to make photocopies of any of Landlord's ledgers, invoices or reimbursed other items. Tenant's audit shall be limited to an on-site review of Landlord's general ledger of accounts. The amounts payable under this Section 4.6 by Landlord to Tenant by or to Tenant to Landlord. Provided that Landlord has complied with Section 4.3(b) or Section 4.3(e), as the case may be, will be appropriately adjusted on the basis of such audit. If such audit discloses an overstatement of Direct Expenses in excess of seven and one-half percent (7½%) for such calendar year, Landlord will reimburse Tenant for the purposes reasonable cost of allocation the audit; otherwise the cost of such audit including Landlord's costs shall not be deemed to exist due to a refund of Taxes. Any incurred in complying with such audit shall be performed borne by either (a) Tenant’s or Tenant’s Affiliates regular employees or (b) a reputable certified public accountant reasonably acceptable . Tenant agrees to Landlord whose compensation is not contingent on the results of the audit. As a condition of Tenant’s right to audit under this Section 4.6, Tenant agreeskeep, and shall to cause in its account and employee to keep, all information revealed by any outside auditor retained by Tenant to agree, to maintain the confidentiality audit of the results of the audit, subject to the right Landlord's books and records strictly confidential and not to disclose any such results in information or permit any legal proceedings regarding the accuracy such information to be disclosed to anyone other than Landlord, unless compelled to do so by a court of the charges for Additional Rent in respect of Operating Costs or Taxes. If Landlord determines that a report previously furnished by Landlord was in error, Landlord may furnish a corrective or supplemental report to Tenant within six (6) months after the original report was furnished, and if such corrective or supplemental report results in increased Additional Rent, the Audit Period for the year covered by such report shall be extended for six months after Landlord furnishes the corrective or supplemental reportlaw.

Tenant’s Audit Rights. Annually, within 120 days after the end of each calendar year or Tax Fiscal Year, as applicable, Landlord shall furnish to Tenant a report setting forth in reasonable detail the Operating Costs and Taxes for the immediately preceding calendar year (in the case of Operating Costs) or Tax Fiscal Year (in the case of Taxes). Tenant shall have the right to cause a --------------------- reputable nationally recognized accounting firm to audit Landlord’s 's books and records relating pertaining to Operating Costs and/or Taxes with respect Expenses for the immediately prior calendar year, provided that Tenant notifies Landlord in writing of Tenant's intention to the period covered by each exercise such report audit right within six months ninety (90) days after receipt of the relevant annual statement, or ninety (90) days after receipt of the auditor's statement with respect thereto (if Tenant shall have timely requested the same or if Landlord shall have otherwise elected to deliver the same), whichever is later, actually begins such report audit within forty-five (45) days after such six month period being called the “Audit Period”notice from Tenant (but in no event earlier than ten (10) by delivering a notice of its intention to perform Business Days after such notice) and diligently pursues such audit to completion as quickly as reasonably possible. Landlord agrees to make available to Tenant's auditors, at Landlord's office in San Francisco, the books and records relevant to the audit for review and copying, but such books and records may not be removed from Landlord's offices. If, as a result Tenant shall bear all costs of such audit, Tenant believes that it is entitled including Landlord's incidental costs (e.g., for overtime or additional or temporary personnel charges, copying, making space available to receive a refund of any Additional Rent paid by Tenant Tenant's auditors) incurred in respect of Operating Costs and/or Taxes, Tenant shall deliver to Landlord, no later than 30 days after expiration of the Audit Period, a notice demanding connection with such a refund, together with a statement of the grounds for each such demand and the amount of each proposed refund. The cost of any such audit shall be paid by Tenantaudit, except that, if it is established that the Additional Rent in respect audit (as conducted and certified by Tenant's nationally recognized accounting firm) shows an aggregate overstatement of Operating Costs Expenses of five percent (5%) or Taxesmore, as applicableand Landlord's auditors concur in such findings (or, charged to Tenant for in the period in question was overstated by more than 3%, the reasonable out-of-pocket cost absence of such audit paid to concurrence, such overstatement is confirmed by a third party court of competent jurisdiction or such other than an employee of Tenant dispute resolution mechanism as the parties shall be paid or reimbursed to Tenant by Landlord. Provided that Landlord has complied with Section 4.3(b) or Section 4.3(emutually agree), as the case may be, an overstatement for the purposes of allocation of audit then Landlord shall bear all costs shall not be deemed to exist due to a refund of Taxes. Any audit shall be performed by either (a) Tenant’s or Tenant’s Affiliates regular employees or (b) a reputable certified public accountant reasonably acceptable to Landlord whose compensation is not contingent on the results of the audit. As a condition of Tenant’s right to audit under this Section 4.6, Tenant agrees, and shall cause any outside auditor retained by Tenant to agree, to maintain the confidentiality of the results of the audit, subject including, but without limitation, the costs of Tenant's auditor, such payment to be made by Landlord within thirty (30) days of Landlord's receipt of the invoice (with reasonably satisfactory supporting documentation) for such costs. If the agreed or confirmed audit shows an underpayment of Operating Expenses by Tenant, Tenant shall pay to Landlord, within thirty (30) days after the audit is agreed to or confirmed, the amount owed to Landlord, and, if the agreed or confirmed audit shows an overpayment of Operating Expenses by Tenant, Landlord shall at its option either (1) credit the excess to the right next succeeding installments of Monthly Rent and estimated Additional Rent due under this Lease or (2) reimburse Tenant for such overpayment within thirty (30) days after the audit is agreed to disclose such results in any legal proceedings regarding or confirmed. The provisions of this Paragraph 7.h. shall survive the accuracy expiration or termination of the charges for Additional Rent in respect of Operating Costs or Taxes. If Landlord determines that a report previously furnished by Landlord was in error, Landlord may furnish a corrective or supplemental report to Tenant within six (6) months after the original report was furnished, and if such corrective or supplemental report results in increased Additional Rent, the Audit Period for the year covered by such report shall be extended for six months after Landlord furnishes the corrective or supplemental reportLease term.

Tenant’s Audit Rights. Annually, within 120 days after the end Landlord will maintain accurate records of each calendar year or Tax Fiscal Year, as applicable, all costs and expenses incurred by Landlord shall furnish to Tenant a report setting forth in reasonable detail the Operating Costs and Taxes for the immediately preceding calendar year (in the case of Operating which constitute Common Area Costs) or Tax Fiscal Year (in the case of Taxes). Tenant shall have the right to inspect and/or audit Landlord’s 's books and records relating to Operating Common Area Costs and/or Taxes and request copies of specific supporting documentation pertaining thereto for any Lease Year during the Lease Term and any renewal thereof. Should Tenant elect to audit the Common Area Costs, Tenant shall advise Landlord in writing of such request within one hundred twenty (120) days of Tenant's receipt of the year end reconciliation reflecting the total amount due and owing from Tenant with respect to the period covered by each such report within six months after receipt of such report (such six month period being called the “Audit Period”) by delivering a notice of immediately preceding calendar year. Should Tenant fail to timely elect to proceed with its intention to perform such audit to Landlord. If, as a result of such audit, Tenant believes that it is entitled to receive a refund of any Additional Rent paid by Tenant in respect of Operating Costs and/or Taxesrights pursuant hereto, Tenant shall deliver be deemed to have accepted Landlord, 's report and Tenant shall have no later right to proceed with the audit for such calendar year. Any such inspection or audit conducted by Tenant shall be conducted at Landlord's office during normal business hours. Tenant shall not be entitled to have more than 30 days after expiration of the Audit Period, two people in Landlord's office at any time and Tenant shall proceed on an expedited basis to conclude such audit in a notice demanding such a refund, together with a statement of the grounds for each such demand reasonable time. If Landlord and Tenant mutually agree that an error occurred and the amount of each proposed refundsuch error, Landlord shall refund Tenant such amount within thirty (30) days or Tenant shall pay within thirty (30) days such additional amount to Landlord as reflected by the audit. If the parties cannot agree on whether errors exist or the cumulative amount of any errors, then the parties shall submit such dispute for resolution to a panel of not more than three arbitrators with one arbitrator selected by Landlord, one by Tenant and one selected by the foregoing two arbitrators. The arbitrators shall be certified public accountants with at least ten years experience in the real estate industry and none of the arbitrators shall work for or have been employed by Landlord or Tenant for at least three (3) years prior to such appointment. After at least ten (10) days prior written notice to Landlord and Tenant, such arbitrators shall hold a hearing at which Landlord and Tenant may present evidence and such arbitrators shall render a written decision within twenty (20) days after the date of such hearing. The decision of the arbitrators will be final, binding and non-appealable. The non-prevailing party in such dispute shall pay the reasonable cost of any such audit arbitration. In the event of an overstatement of charges pertaining to Common Area Costs exceeds 5% of the sum actually due and owing by Tenant to Landlord, Landlord shall be paid by Tenant, except that, if it is established that the Additional Rent in respect of Operating Costs or Taxes, as applicable, charged to reimburse Tenant for the period in question was overstated by more than 3%, the reasonable out-of-pocket cost expenses of such audit paid not to a third party other than an employee of exceed however, $500.00. Notwithstanding any dispute between Landlord and Tenant concerning Common Area Costs, Tenant shall be paid or reimbursed nevertheless continue to Tenant by Landlord. Provided that Landlord has complied with Section 4.3(b) or Section 4.3(e), pay the monthly estimates of Common Area Costs as the case may be, an overstatement for the purposes of allocation of audit costs shall not be deemed to exist due to a refund of Taxes. Any audit shall be performed by either (a) Tenant’s or Tenant’s Affiliates regular employees or (b) a reputable certified public accountant reasonably acceptable to Landlord whose compensation is not contingent on the results of the audit. As a condition of Tenant’s right to audit under provided in this Section 4.6, Tenant agrees, and shall cause any outside auditor retained by Tenant to agree, to maintain the confidentiality of the results of the audit, subject to the right to disclose such results in any legal proceedings regarding the accuracy of the charges for Additional Rent in respect of Operating Costs or Taxes. If Landlord determines that a report previously furnished by Landlord was in error, Landlord may furnish a corrective or supplemental report to Tenant within six (6) months after the original report was furnished, and if such corrective or supplemental report results in increased Additional Rent, the Audit Period for the year covered by such report shall be extended for six months after Landlord furnishes the corrective or supplemental reportLease.

Tenant’s Audit Rights. AnnuallyNotwithstanding anything to the contrary contained in this Lease, within 120 days after the end of each calendar year or Tax Fiscal Year, as applicable, Landlord shall furnish to if Tenant a report setting reasonably disputes any amounts set forth in reasonable detail the Operating Costs and Taxes for the immediately preceding calendar year (any Statement described above in the case of Operating Costs) or Tax Fiscal Year (in the case of Taxes)this Article 4. Tenant shall will have the right to audit cause Landlord’s books general ledger of accounts and records relating to Operating Costs and/or Taxes directly relevant back-up information with respect to such disputed Statement only to be audited, at no cost or expense to Landlord (except as set forth below), by a certified public accountant mutually acceptable to Landlord and Tenant and which has prior experience in the period covered by each such report review of financial statements and which shall not have provided Project operating expense review accounting services to Tenant or any other tenant in the Project within six months after receipt of such report the last three (such six month period being called the “Audit Period”3) by delivering a notice of its intention to perform such audit to Landlord. If, as a result of such audit, Tenant believes that it is entitled to receive a refund of any Additional Rent paid years and which shall not be retained by Tenant in respect of Operating Costs and/or Taxeson a contingency fee basis; provided, however, Tenant shall deliver not have the right to Landlord, no later than 30 days after expiration of the Audit Period, a notice demanding such a refund, together with a statement of the grounds for each such demand and the amount of each proposed refund. The cost of perform any such audit shall be paid by Tenant, except that, if it is established that the Additional Rent in respect of Operating Costs or Taxes, as applicable, charged to Tenant for the period in question was overstated by more than 3%, one (1) time for any calendar year during the reasonable out-of-pocket cost of such Lease Term. Any audit paid to a third party other than an employee conducted by or on behalf of Tenant shall be paid completed within one year of its receipt of the relevant Statement and shall be conducted in an expeditious and diligent manner and timely completed at Landlord’s office in Los Angeles County during Landlord’s normal business hours and in the manner so as to minimize interference with Landlord’s business operations. Landlord shall have no obligation and Tenant shall have no right to make photocopies of any of Landlord’s ledgers, invoices or reimbursed other items. Tenant’s audit shall be limited to an on-site review of Landlord’s general ledger of accounts. The amounts payable under this Section 4.7 by Landlord to Tenant by or to Tenant to Landlord. Provided that Landlord has complied with Section 4.3(b) or Section 4.3(e), as the case may be, will be appropriately adjusted on the basis of such audit. If such audit discloses an overstatement of Direct Expenses in excess of seven percent (7%) for such calendar year, Landlord will reimburse Tenant for the purposes reasonable cost of allocation the audit; otherwise the cost of such audit including Landlord’s costs shall not be deemed to exist due to a refund of Taxes. Any incurred in complying with such audit shall be performed borne by either (a) Tenant’s or Tenant’s Affiliates regular employees or (b) a reputable certified public accountant reasonably acceptable . Tenant agrees to Landlord whose compensation is not contingent on the results of the audit. As a condition of Tenant’s right to audit under this Section 4.6, Tenant agreeskeep, and shall to cause in its account and employee to keep, all information revealed by any outside auditor retained by Tenant to agree, to maintain the confidentiality audit of the results of the audit, subject to the right Landlord’s books and records strictly confidential and not to disclose any such results in information or permit any legal proceedings regarding the accuracy such information to be disclosed to anyone other than Landlord, unless compelled to do so by a court of the charges for Additional Rent in respect of Operating Costs or Taxes. If Landlord determines that a report previously furnished by Landlord was in error, Landlord may furnish a corrective or supplemental report to Tenant within six (6) months after the original report was furnished, and if such corrective or supplemental report results in increased Additional Rent, the Audit Period for the year covered by such report shall be extended for six months after Landlord furnishes the corrective or supplemental reportlaw.

Tenant’s Audit Rights. AnnuallyNotwithstanding any provision of this Lease to the contrary, within 120 days after the end of each calendar year or Tax Fiscal Year, as applicable, Landlord shall furnish to Tenant a report setting forth in reasonable detail the Operating Costs and Taxes for the immediately preceding calendar year (in the case of Operating Costs) or Tax Fiscal Year (in the case of Taxes). Tenant shall have the right right, after reasonable notice and at all reasonable times during Business Hours, to audit have it and/or its agents and representatives inspect and photocopy Landlord’s Project accounting and Direct Expense records at Landlord’s onsite Project property manager’s office. Tenant and/or its agents and representatives shall have the right, for a period of three (3) years following the date any Landlord’s Statement is delivered to Tenant, to commence to review and/or examine and photocopy Landlord’s books and records relating to Operating Costs and/or Taxes with respect to the period Direct Expenses (and the calculation of Tenant’s Share of Excess Direct Expenses) covered by such Landlord’s Statement during Normal Business Hours in Landlord’s onsite Project property management office, upon written notice delivered at least five (5) business days in advance (a “Review”). Any such Review shall be performed by an accounting firm or a firm that performs a combination of real estate and accounting services who is selected by Tenant and who shall not be compensated in any respect on a percentage of recovery basis. There shall be no more than two (2) Reviews of Direct Expenses for any twelve (12) month period. Landlord shall only be required to maintain records of Direct Expenses (i) with respect to each Comparison Year, for three (3) years following the date the Landlord Final Statement for such report Comparison Year was delivered to Tenant; and (ii) with respect to the Base Year, for three (3) years following the delivery to Tenant of the Landlord Final Statement for the first Comparison Year under this Lease. Any Review of any Comparison Year must commence within six months three (3) years after receipt Landlord’s delivery to Tenant of the Landlord Final Statement for such year (“Claims Period”), or the right to a Review of Tenant’s Share of Excess Direct Expenses for such year shall be deemed waived. If after any Review, Tenant continues to dispute the amounts payable (or in the case of a Base Year, the Direct Expenses covered) under the Landlord’s Statement in question, and the parties are unable to resolve such dispute within thirty (30) days thereafter, either party may demand binding arbitration of the dispute pursuant to the arbitration provisions set forth in Section 30.18. Tenant agrees that any Review performed hereunder shall be at its expense, unless it is determined that Tenant’s Share of Excess Direct Expenses for the entire period under Review was overstated by five percent (5%) or more, in which event Landlord shall pay for all of Tenant’s costs and expenses of such report (such six month period being called Review provided in no event shall Landlord be required to pay costs in excess of the “Audit Period”) by delivering a notice of its intention to perform such audit to Landlord. If, as a result of such audit, amount Tenant believes that it is entitled to receive as a refund of Excess Direct Expenses. Pending resolution of any Additional Rent paid by Tenant in respect disputes as to Tenant’s Share of Operating Costs and/or TaxesExcess Direct Expenses, Tenant shall deliver pay to Landlord, no later than 30 days after expiration Landlord any rent adjustments alleged to be due from Tenant as reflected on the Landlord Final Statement or any invoice issued on the basis thereof. Any overpayment by Tenant of the Audit Period, Tenant’s Share of Excess Direct Expenses agreed to by Landlord following a notice demanding such a refund, Review or determined through arbitration (together with a statement interest thereon calculated at the Interest Rate (defined below) from the date of the grounds for each such demand and the amount of each proposed refund. The cost of any such audit overpayment until repaid in full) shall be paid by Tenant, except thatLandlord to Tenant or credited against all rent hereunder next due; provided, if it is established this Lease shall have expired or terminated, Landlord shall, within ten (10) days of the determination that the Additional Rent there has been an overpayment, pay in respect of Operating Costs or Taxes, as applicable, charged cash to Tenant for such overpayment and interest. The “Interest Rate” as used in this Lease shall mean the period in question was overstated by more than 3lower of ten percent (10%, ) per annum or the reasonable out-of-pocket cost maximum lawful rate of such audit paid to a third party other than an employee of Tenant shall be paid or reimbursed to Tenant by Landlord. Provided that Landlord has complied with Section 4.3(b) or Section 4.3(e), as the case may be, an overstatement for the purposes of allocation of audit costs shall not be deemed to exist due to a refund of Taxes. Any audit shall be performed by either (a) Tenant’s or Tenant’s Affiliates regular employees or (b) a reputable certified public accountant reasonably acceptable to Landlord whose compensation is not contingent on the results of the audit. As a condition of Tenant’s right to audit under this Section 4.6, Tenant agrees, and shall cause any outside auditor retained by Tenant to agree, to maintain the confidentiality of the results of the audit, subject to the right to disclose such results in any legal proceedings regarding the accuracy of the charges for Additional Rent in respect of Operating Costs or Taxes. If Landlord determines that a report previously furnished by Landlord was in error, Landlord may furnish a corrective or supplemental report to Tenant within six (6) months after the original report was furnished, and if such corrective or supplemental report results in increased Additional Rent, the Audit Period for the year covered by such report shall be extended for six months after Landlord furnishes the corrective or supplemental reportinterest.