Common use of Early Termination Right Clause in Contracts

Early Termination Right. Tenant shall have the right, subject to the provisions of this Section 39, to terminate this Lease (“Termination Right”) with respect to the entire Premises only as of July 31, 2021 (“Early Termination Date”), so long as Tenant delivers to Landlord (i) a written notice (“Termination Notice”), of its election to exercise its Termination Right no less than 12 months in advance of the Early Termination Date, and (ii) concurrent with Tenant’s delivery of the Termination Notice to Landlord, an early termination payment equal to the sum of (1) the unamortized amount of the Tenant Improvement Allowance actually disbursed by Landlord as of the Early Termination Date with amortization calculated on a straight line basis from the Commencement Date through the Base Term, (2) all of the unamortized leasing commissions paid by Landlord in connection with this Lease as of the Early Termination Date, with amortization calculated on a straight line basis from the Commencement Date through the Base Term, (3) the unamortized amount as of the Early Termination Date of the Additional Tenant Improvement Allowance actually disbursed by Landlord to Tenant, if any, with amortization calculated on a straight line basis from the Commencement Date through the Base Term, (4) the unamortized amount of the Base Rent that would have been payable during the Abatement Period had such amounts not been abated, with amortization calculated on a straight line basis from the Commencement Date through the Base Term, and (5) an amount equal to 4 months of Base Rent that would have been payable for the 4 months immediately following the Early Termination Date (collectively, the “Early Termination Payment”). If Tenant timely and properly exercises the Termination Right, Tenant shall vacate the Premises and deliver possession thereof to Landlord in the condition required by the terms of this Lease on or before the Early Termination Date and Tenant shall have no further obligations under this Lease except for those accruing prior to the Early Termination Date and those which, pursuant to the terms of this Lease, survive the expiration or early termination of this Lease. If Tenant does not deliver to Landlord the Termination Notice and the Early Termination Payment within the time period provided in this paragraph, Tenant shall be deemed to have waived its Termination Right and the provisions of this Section 39 shall have no further force or effect.

Early Termination Right. Tenant shall have the right, subject to the provisions of this Section 3941, to terminate this Lease (“Termination Right”) with respect to the entire Premises only as of July 31, 2021 expiration of the 60th month after the Rent Commencement Date (“Early Termination Date”), so long as Tenant delivers to Landlord (i) a written notice (“Termination Notice”), of its election to exercise its Termination Right no less than 12 9 months in advance of the Early Termination Date, and (ii) concurrent with Tenant’s delivery to Landlord of the Termination Notice to Landlorddelivers, an early termination payment equal to in the sum of (1) the unamortized amount of $750,000 (which amount shall be increased by an additional $750,000 if Tenant leases the Tenant Improvement Allowance actually disbursed by Landlord as of the Early Termination Date with amortization calculated on a straight line basis from the Commencement Date through the Base Term, (2) all of the unamortized leasing commissions paid by Landlord in connection with this Lease as of the Early Termination Date, with amortization calculated on a straight line basis from the Commencement Date through the Base Term, (3) the unamortized amount as of the Early Termination Date of the Additional Tenant Improvement Allowance actually disbursed by Landlord Expansion Space pursuant to Tenant, if any, with amortization calculated on a straight line basis from the Commencement Date through the Base Term, (4) the unamortized amount of the Base Rent that would have been payable during the Abatement Period had such amounts not been abated, with amortization calculated on a straight line basis from the Commencement Date through the Base Term, and (5) an amount equal to 4 months of Base Rent that would have been payable for the 4 months immediately following the Early Termination Date (collectivelyits Direct Expansion Right under Section 39(b), the “Early Termination Payment”). If Tenant timely and properly exercises the Termination Right, Tenant shall vacate the Premises and deliver possession thereof to Landlord in the condition required by the terms of this Lease on or before the Early Termination Date and Tenant shall have no further obligations under this Lease except for those accruing prior to the Early Termination Date and those which, pursuant to the terms of this Lease, survive the expiration or early termination of this Lease. If In the event that Tenant does not deliver to Landlord the Termination Notice and the Early Termination Payment within the time period provided in this paragraph, Tenant shall be deemed to have waived its Termination Right and the provisions of this Section 39 41 shall have no further force or effect. Notwithstanding anything to the contrary contained herein, if Tenant elects to exercise its Right of First Refusal pursuant to Section 39(a) by delivering a Space Acceptance Notice, then Tenant shall be deemed to have waived its Termination Right and the provisions of this Section 41 shall have no further force or effect except that Tenant may exercise its Termination Right with respect to the original Premises as provided for in this Section 41 if the following conditions have been satisfied: (x) Tenant makes no materially detrimental changes, as reasonably determined by Landlord, to the Tenant Improvements contemplated pursuant to the plan attached hereto as Exhibit J, and (y) Tenant unconditionally agrees to extend the Base Term of the lease with respect to the Expansion Space, if necessary, so that it is not less than a full 60 months from the date that Tenant commenced paying Base Rent for the Expansion Space.

Early Termination Right. Tenant shall have the right, subject to the provisions of this Section 399, to terminate this the Lease (“Termination Right”) with respect to the entire Premises only as of July expiration of October 31, 2021 2016 (“Early Termination Date”), so long as Tenant delivers to Landlord (i) a written notice (“Termination Notice”), of its election to exercise its Termination Right no less than 12 months in advance of the Early Termination Dateon or before February 1, 2016, and (ii) concurrent with Tenant’s delivery to Landlord of the Termination Notice to Landlorddelivers, an early termination payment equal to the sum of (1) the unamortized amount of the Tenant Improvement TI Allowance actually disbursed by Landlord as of the Early Termination Date with amortization calculated on a straight line basis from the Commencement Date through the Base Termprovided to Tenant, (2) all of the unamortized leasing commissions paid by Landlord in connection with this Lease as of the Early Termination Date, with amortization calculated on a straight line basis from the Commencement Date through the Base Term, (3) the unamortized amount as of the Early Termination Date of the Additional Tenant Improvement Allowance actually disbursed by Landlord to Tenant, if any, with amortization calculated on a straight line basis from the Commencement Date through the Base Term, (4) the unamortized amount of the Base Rent that would have been payable during the Abatement Period had such amounts not been abated, with amortization calculated on a straight line basis from the Commencement Date through the Base TermFirst Amendment, and (53) an amount equal to 4 months 6 monthly installments of Base Basic Annual Rent that would have been at the rate payable for the 4 months immediately following as of the Early Termination Date (collectively, the “Early Termination Payment”). If Tenant timely and properly exercises the Termination Right, Tenant shall vacate the Premises and deliver possession thereof to Landlord in the condition required by the terms of this Lease on or before the Early Termination Date and Tenant shall have no further obligations under this Lease except for those accruing prior to the Early Termination Date and those which, pursuant to the terms of this Lease, survive the expiration or early termination of this Lease. If In the event that (i) Tenant does not deliver to Landlord the Termination Notice and the Early Termination Payment within the time period provided in this paragraph, or (ii) Tenant exercises its Right of First Refusal under Section 41 of the Lease at any time after December 31, 2012, Tenant shall be deemed to have waived its Termination Right and the provisions of this Section 39 9 shall have no further force or effect.

Early Termination Right. Tenant shall have the right, subject to the provisions of this Section 3942, to terminate this Lease (“Termination Right”) with respect to the entire Premises only as on the last day of July 31, 2021 the 84th full calendar month after the Commencement Date (“Early Termination Date”), so long as Tenant delivers to Landlord (i) a written notice (“Termination Notice”), of its election to exercise its Termination Right no less than 12 9 months in advance of the Early Termination Date, and (ii) concurrent with Tenant’s delivery of the Termination Notice . If Tenant elects to Landlord, an early termination payment equal to the sum of (1) the unamortized amount of the Tenant Improvement Allowance actually disbursed by Landlord as of the Early Termination Date with amortization calculated on a straight line basis from the Commencement Date through the Base Term, (2) all of the unamortized leasing commissions paid by Landlord in connection with terminate this Lease as of the Early Termination Date, Tenant shall be required to restore the Premises to the condition reflected in space plans attached to the Work Letter as Schedule 1 (the “Restoration”); provided, however, that Tenant shall not be required to expend more than Three Million Nine Hundred Thousand Dollars ($3,900,000) in connection with amortization calculated on such Restoration, including, without limitation, hard and soft costs and a straight line basis from commercially reasonable construction management fee. Tenant may elect, upon its delivery of its Termination Notice to Landlord, to have an affiliate of Landlord provide project management services with respect to the Commencement Date through Restoration; provided, however, that Tenant will be required to enter into the Base Term, (3) contracts with the unamortized amount as of the Early Termination Date of the Additional Tenant Improvement Allowance actually disbursed by Landlord to Tenantarchitect, if anyapplicable, and general contractor in connection with amortization calculated on the Restoration which contracts shall be in form and content reasonably acceptable to Landlord. Notwithstanding the foregoing, Landlord may elect, in Landlord’s sole and absolute discretion, within a straight line basis from reasonable period following Tenant’s delivery of a Termination Notice to Landlord, to have Tenant pay the Commencement Date through the Base Term, (4) the unamortized amount of Three Million Nine Hundred Thousand Dollars ($3,900,000) to Landlord in lieu of performing the Base Rent that would Restoration. Notwithstanding anything to the contrary contained herein, if Tenant leases any space from Landlord pursuant to the provisions of Section 39 then Tenant’s Termination Right shall automatically terminate and the provisions of this Section 42 shall have been payable during the Abatement Period had such amounts not been abated, with amortization calculated on a straight line basis from the Commencement Date through the Base Term, and (5) an amount equal to 4 months of Base Rent that would have been payable for the 4 months immediately following the Early Termination Date (collectively, the “Early Termination Payment”)no further force or effect. If Tenant timely and properly exercises the Termination RightRight and performs the Restoration prior to the Early Termination Date or makes the payment in lieu of the Restoration as provided in the immediately preceding paragraph, Tenant shall vacate the Premises and deliver possession thereof to Landlord in the condition required by the terms of this Lease on or before the Early Termination Date and Tenant shall have no further obligations under this Lease after the Early Termination Date except for those accruing prior to the Early Termination Date and those which, pursuant to the terms of this Lease, survive the expiration or early termination of this Lease. If Tenant does not deliver to Landlord the Termination Notice and the Early Termination Payment within the time period provided in this paragraph, Tenant shall be deemed to have waived its Termination Right and the provisions of this Section 39 shall have no further force or effect.

Early Termination Right. If Tenant enters into a lease agreement with an affiliate of Landlord pursuant to which Tenant leases no less than 165,000 rentable square feet of space at 00 Xxxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxxxxxxxx (the “Binney Lease”), for a term of not less than 60 months, then Tenant shall have the right, subject to the provisions of this Section 39, to terminate this Lease (“Termination Right”) with respect to the entire Premises only as at any time after the expiration of July 31the 18th month after the Commencement Date, 2021 following delivery of written notice written notice from Tenant to Landlord (“Termination Notice”) of its election to exercise its Termination Right, which termination notice shall identify the date on which Tenant desires to termination the Lease (the “Early Termination Date”), so long as Tenant delivers to Landlord (i) a written notice (“Termination Notice”), of its election to exercise its Termination Right no less than 12 months in advance of the which Early Termination Date, and (ii) concurrent with Date shall in no event be earlier than 60 days after Tenant’s delivery of the Termination Notice to Landlord, an early termination payment equal to the sum of (1) the unamortized amount of the Tenant Improvement Allowance actually disbursed by Landlord as of the Early Termination Date with amortization calculated on a straight line basis from the Commencement Date through the Base Term, (2) all of the unamortized leasing commissions paid by Landlord in connection with this Lease as of the Early Termination Date, with amortization calculated on a straight line basis from the Commencement Date through the Base Term, (3) the unamortized amount as of the Early Termination Date of the Additional Tenant Improvement Allowance actually disbursed by Landlord to Tenant, if any, with amortization calculated on a straight line basis from the Commencement Date through the Base Term, (4) the unamortized amount of the Base Rent that would have been payable during the Abatement Period had such amounts not been abated, with amortization calculated on a straight line basis from the Commencement Date through the Base Term, and (5) an amount equal to 4 months of Base Rent that would have been payable for the 4 months immediately following the Early Termination Date (collectively, the “Early Termination Payment”). If Tenant timely and properly exercises the Termination Right, Tenant shall vacate the Premises and deliver possession thereof to Landlord in the condition required by the terms of this Lease on or before the Early Termination Date and Tenant shall have no further obligations under this Lease except for those accruing prior to the Early Termination Date and those which, pursuant to the terms of this Lease, survive the expiration or early termination of this Lease. If Nothing contained herein shall obligate Landlord, Landlord’s affiliate or Tenant does not in any way to enter into the Binney Lease. In the event that the Binney Lease is entered into and Tenant subleases more than 25,000 rentable square feet thereunder, Landlord shall have the right to terminate this Lease on at least 60 days’ notice to Tenant, which notice shall specify an Early Termination Date, and in such event Tenant shall vacate the Premises and deliver possession thereof to Landlord in the Termination Notice and condition required by the terms of this Lease on or before the Early Termination Payment within the time period provided in this paragraph, Date and Tenant shall be deemed to have waived its Termination Right and the provisions of this Section 39 shall have no further force obligations under this Lease except for those accruing prior to the Early Termination Date and those which, pursuant to the terms of this Lease, survive the expiration or effectearly termination of this Lease. Nothing contained herein shall obligate Landlord, Landlord’s affiliate or Tenant in any way to enter into the Binney Lease.

Early Termination Right. Tenant shall have the right, subject to the provisions of this Section 3941, to terminate this Lease (“Termination Right”) with respect to on the entire Premises only as last day of July 31, 2021 the 84th month after the Commencement Date (“Early Termination Date”), so long as Tenant delivers to Landlord (ia) a written notice (“Termination Notice”), ) of its election to exercise its such Termination Right no less than 12 months in advance of the Early Termination Date, and (iib) concurrent concurrently with Tenant’s delivery of the Termination Notice to Landlord, an early termination payment equal to the sum of (1i) the unamortized amount of the Tenant Improvement Allowance actually disbursed by Landlord as of the Early Termination Date with amortization calculated on a straight line basis from the Commencement Date through the Base Term, (2) all of the unamortized leasing commissions paid by Landlord in connection with this Lease as Lease, which shall be amortized on a straight-line basis over the Base Term at 7%per annum, plus (ii) 3 months of the Early Termination Datethen-current amount of Base Rent, with amortization calculated on a straight line basis from the Commencement Date through the Base Term, plus (3iii) the unamortized amount as cost of the Early Termination Date Tenant Improvements (based on the stipulated cost of the Additional Tenant Improvement Allowance actually disbursed by Landlord to Tenant$275.00 per Rentable Area of Premises), if any, with amortization calculated which shall be amortized on a straight straight-line basis from the Commencement Date through over the Base Term, (4) the unamortized amount of the Base Rent that would have been payable during the Abatement Period had such amounts not been abated, with amortization calculated on a straight line basis from the Commencement Date through the Base Term, and (5) an amount equal to 4 months of Base Rent that would have been payable for the 4 months immediately following the Early Termination Date Term at 7% per annum (collectively, the “Early Termination Payment”). If Tenant timely and properly exercises the Termination RightRight and delivers the Early Termination Payment, Tenant shall vacate the Premises and deliver possession thereof to Landlord in the condition required by the terms of this Lease on or before the Early Termination Date and Tenant shall have no further obligations under this Lease after the Early Termination Date except for those accruing prior to the Early Termination Date and those which, pursuant to the terms of this Lease, survive the expiration or early termination of this Lease. If Tenant does not deliver to Landlord the Termination Notice and the Early Termination Payment within the time period provided in this paragraph, Tenant shall be deemed to have waived its Termination Right and the provisions of this Section 39 41 shall have no further force or effect.

Early Termination Right. Tenant shall have may terminate this Lease as of the right, last day of the 98th month of the Term (the “Early Termination Date”) subject to and in accordance with the provisions of this Section 3918.4. To exercise such early termination right, to terminate this Lease Tenant must (“Termination Right”a) with respect to the entire Premises only as of July 31, 2021 (“Early Termination Date”), so long as Tenant delivers to Landlord (i) a written notice (“Termination Notice”), of its election to exercise its Termination Right no less than deliver at least 12 months in advance of the Early Termination Date, and (ii) concurrent with Tenant’s delivery of the Termination Notice prior to Landlord, an early termination payment equal to the sum of (1) the unamortized amount of the Tenant Improvement Allowance actually disbursed by Landlord as of the Early Termination Date with amortization calculated on a straight line basis from the Commencement Date through the Base Term, (2) all of the unamortized leasing commissions paid by written notice to Landlord in connection with indicating that Tenant desires to terminate this Lease as of the Early Termination Date; and (b) pay Landlord wtthin thirty (30) days following delivery of such notice an Early Termination Payment (as defined below) and a termination fee equal to 12 months of Basic Rent at the rate(s) in effect during such period of time following the Early Termination Date. Tenant is not entitled to early termination if any Event of Default exists either when Tenant delivers the exercise notice to Landlord or upon the Early Termination Date. As used in this Section 18.4, the “Early Termination Payment” means the unamortized balance of all costs Landlord incurs in connection with amortization calculated on a straight line basis from leasing the Premises to Tenant, including, without limitation, the Improvement Allowance, real estate commissions and rent concessions given to Tenant, including, without limitation, any free rent granted to Tenant, attorneys’ fees and similar items (such costs being hereinafter called the “Leasing Costs”). The calculation of the Early Termination Payment will be made by (a) taking the total of all Leasing Costs as of the Commencement Date through the Base TermDate, (3b) fully amortizing such amount at eight percent (8%) interest per annum over the unamortized last 120 months of the initial 134-month Term to establish a monthly payment therefor, and (c) calculating the remaining principal balance of such amortized amount as of the Early Termination Date of the Additional Tenant Improvement Allowance actually disbursed by Landlord Date. Such remaining principal balance is deemed to Tenant, if any, with amortization calculated on a straight line basis from the Commencement Date through the Base Term, (4) the unamortized amount of the Base Rent that would have been payable during the Abatement Period had such amounts not been abated, with amortization calculated on a straight line basis from the Commencement Date through the Base Term, and (5) an amount equal to 4 months of Base Rent that would have been payable for the 4 months immediately following the Early Termination Date (collectively, the “Early Termination Payment”). If Tenant timely and properly exercises the Termination Right, Tenant shall vacate the Premises and deliver possession thereof to Landlord in the condition required by the terms of this Lease on or before the Early Termination Date and Tenant shall have no further obligations under this Lease except for those accruing prior to the Early Termination Date and those which, pursuant to the terms of this Lease, survive the expiration or early termination of this Lease. If Tenant does not deliver to Landlord the Termination Notice and be the Early Termination Payment within with respect to the time period provided in this paragraph, Tenant shall be deemed to have waived its Termination Right and the provisions Premises for purposes of this Section 39 shall have no further force or effect18.4. The amount of the Early Termination Payment will be set forth in the Commencement Date Memorandum.

Early Termination Right. If Tenant assigns this Lease pursuant to a bona fide merger or asset sale (which merger or asset sale shall be subject to the terms of Section 22 above) or if substantially all of Tenant’s stock is acquired by a third party (which stock acquisition shall be subject to the terms of Section 22 above), Tenant shall have the right, subject to the provisions of this Section 3940, to terminate this Lease (“Termination Right”) with respect to the entire Premises only as of July 31, 2021 expiration of the 94th month after the Commencement Date (“Early Termination Date”), so long as Tenant delivers to Landlord (i) a written notice (“Termination Notice”), of its election to exercise its Termination Right no less than 12 9 months in advance of the Early Termination Date, and (ii) concurrent with Tenant’s delivery of the Termination Notice to Landlord, an early termination payment equal to the sum of $5,500,000 (1) the unamortized amount of the Tenant Improvement Allowance actually disbursed by Landlord as of the Early Termination Date with amortization calculated on a straight line basis from the Commencement Date through the Base Term, (2) all of the unamortized leasing commissions paid by Landlord in connection with this Lease as of the Early Termination Date, with amortization calculated on a straight line basis from the Commencement Date through the Base Term, (3) the unamortized amount as of the Early Termination Date of the Additional Tenant Improvement Allowance actually disbursed by Landlord to Tenant, if any, with amortization calculated on a straight line basis from the Commencement Date through the Base Term, (4) the unamortized amount of the Base Rent that would have been payable during the Abatement Period had such amounts not been abated, with amortization calculated on a straight line basis from the Commencement Date through the Base Term, and (5) an amount equal to 4 months of Base Rent that would have been payable for the 4 months immediately following the Early Termination Date (collectively, the “Early Termination Payment”). If Tenant timely and properly exercises the Termination Right, Tenant shall vacate the Premises and deliver possession thereof to Landlord in the condition required by the terms of this Lease on or before the Early Termination Date and Tenant shall have no further obligations under this Lease except for those accruing prior to the Early Termination Date and those which, pursuant to the terms of this Lease, survive the expiration or early termination of this Lease. If Tenant does not deliver to Landlord the Termination Notice and the Early Termination Payment within the time period provided in this paragraph, Tenant shall be deemed to have waived its Termination Right and the provisions of this Section 39 40 shall have no further force or effect.

Early Termination Right. Notwithstanding anything to the contrary contained in this Lease, provided Tenant is not in default hereunder, Tenant shall have the rightoption to terminate this Lease, subject effective on the last day of the eight (8th) Lease Year, the last day of the ninth (9th) Lease Year, or the last day of the tenth (10th) Lease Year (the "Termination Dates") by providing Landlord with written notice of such Termination Option election (the "Termination Notice"). Such Termination Notice shall be effective only if it is given to Landlord at least twelve (12) months prior to the respective Termination Date (the "Termination Notice Deadline"); accordingly, if Tenant has not given its Termination Notice to Landlord prior to the Termination Notice Deadline with respect to such Termination Date, the Termination Option with respect to said Termination Date shall expire and be of no further force or effect. Tenant shall have no right or option to terminate this Lease pursuant to this paragraph at any time after the Last Termination Notice Deadline. As a condition precedent to any termination of this Lease pursuant to the provisions of this Section 39paragraph, Tenant shall pay to terminate Landlord an amount as a termination fee equal to one hundred percent (100%) of the unamortized portion (amortized at eleven percent (11%) per annum) of the tenant improvement allowance which includes twenty five dollars ($25.00) per rentable square plus the cost of repairing the ceiling. The termination fee shall be paid no later than sixty (60) days prior to the end of this Lease. It is hereby acknowledged that any such amount required to be paid by Tenant in connection with such early termination is not a penalty but a reasonable pre-estimate of the damages which would be incurred by Landlord as a result of such early termination of this Lease (“Termination Right”which damages are impossible to calculate more precisely) and, in that regard, constitutes liquidated damages with respect to the entire Premises only as of July 31, 2021 (“Early Termination Date”), so long as Tenant delivers to Landlord (i) a written notice (“Termination Notice”), of its election to exercise its Termination Right no less than 12 months in advance of the Early Termination Date, and (ii) concurrent with Tenant’s delivery of the Termination Notice to Landlord, an early termination payment equal to the sum of (1) the unamortized amount of the Tenant Improvement Allowance actually disbursed by Landlord as of the Early Termination Date with amortization calculated on a straight line basis from the Commencement Date through the Base Term, (2) all of the unamortized leasing commissions paid by Landlord in connection with this Lease as of the Early Termination Date, with amortization calculated on a straight line basis from the Commencement Date through the Base Term, (3) the unamortized amount as of the Early Termination Date of the Additional Tenant Improvement Allowance actually disbursed by Landlord to Tenant, if any, with amortization calculated on a straight line basis from the Commencement Date through the Base Term, (4) the unamortized amount of the Base Rent that would have been payable during the Abatement Period had such amounts not been abated, with amortization calculated on a straight line basis from the Commencement Date through the Base Term, and (5) an amount equal to 4 months of Base Rent that would have been payable for the 4 months immediately following the Early Termination Date (collectively, the “Early Termination Payment”)loss. If Tenant timely and properly exercises the Termination Right, Tenant shall vacate the Premises and deliver possession thereof continue to Landlord in the condition required by the terms of this Lease on or before the Early Termination Date and Tenant shall have no further be liable for its obligations under this Lease except for those accruing prior to and through the Early Termination Date and those whichincluding, without limitation, additional rental that accrues pursuant to the terms of this Lease, survive with all of such obligations surviving the expiration or early termination of this Lease. If The rights granted to Tenant does not deliver under this paragraph are personal to Landlord Tenant, and in the Termination Notice and the Early Termination Payment within the time period provided in this paragraph, Tenant shall be deemed to have waived its Termination Right and the provisions event of any assignment of this Section 39 Lease or sublease by Tenant, this Termination Option shall have thenceforth be void and of no further force or effect.. EXHIBIT F-1

Early Termination Right. Tenant shall have the right, subject to the provisions of this Section 3941, to terminate this the Lease (“"Termination Right”") with respect to the entire Premises only as of July 31, 2021 the date that is 36 months after the Rent Commencement Date (“"Early Termination Date”"), so long as Tenant delivers to Landlord (i) a written notice (“"Termination Notice”"), of its election to exercise of its Termination Right no less than 12 on or before the date that is 6 months in advance of prior to the Early Termination Date, and (ii) concurrent with Tenant’s delivery to Landlord of the Termination Notice Notice, deliver to Landlord, an early termination payment equal to Landlord the sum of (1) the unamortized amount of the Tenant Improvement Allowance actually disbursed costs incurred by Landlord as of the Early Termination Date in connection with amortization calculated on a straight line basis from the Commencement Date through the Base TermLandlord’s Work, and (2) all of the unamortized leasing commissions paid by Landlord in connection with this Lease as Tenant’s lease of the Early Termination Date, with amortization calculated on a straight line basis from the Commencement Date through the Base Term, (3) the unamortized amount as of the Early Termination Date of the Additional Tenant Improvement Allowance actually disbursed by Landlord to Tenant, if any, with amortization calculated on a straight line basis from the Commencement Date through the Base Term, (4) the unamortized amount of the Base Rent that would have been payable during the Abatement Period had such amounts not been abated, with amortization calculated on a straight line basis from the Commencement Date through the Base Term, and (5) an amount equal to 4 months of Base Rent that would have been payable for the 4 months immediately following the Early Termination Date Premises (collectively, the “Early Termination Payment”). If Tenant timely and properly exercises the Termination Right, Tenant shall vacate the Premises and deliver possession thereof to Landlord in the condition required by the terms of this the Lease on or before the Early Termination Date and Tenant shall have no further obligations under this the Lease except for those accruing prior to the Early Termination Date and those which, pursuant to the terms of this the Lease, survive the expiration or early termination of this the Lease. If In the event that Tenant either (x) does not deliver to Landlord the Termination Notice and the Early Termination Payment within the time period provided in this paragraphSection 41, or (y) if Tenant exercises its Expansion Right pursuant to Section 39, Tenant shall be deemed to have waived its Termination Right and the provisions of this Section 39 41 shall have no further force or effect.. 42. Intentionally Omitted. Net Multi-Tenant Laboratory 801 Capitola/Heat Biologics - Page 31

Early Termination Right. So long as no material event of default by Tenant has occurred and is continuing under the Lease, or any amendments thereto, Tenant shall have the right, subject to the provisions of this Section 39, following alternative one time rights to terminate this Lease for all or any portion of the New Premises (collectively, the “Termination Right”). Tenant may terminate the Lease for the entirety of the New Premises or, in the alternative, Tenant may terminate the Lease for a portion of the New Premises provided that if Tenant exercises its termination right for only a portion of the New Premises as designated by Tenant, Tenant must maintain at least four (4) with respect contiguous floors as designated by Tenant. Any such termination, if timely exercised shall be effective as of either April 30, 2028, or April 30, 2030, as selected by Tenant (as applicable, the "Termination Date"). To exercise the Termination Right, Tenant shall deliver a written termination notice (the "Termination Notice") to Landlord at least twelve (12) months prior to the entire Premises only as anticipated Termination Date which Termination Notice shall identify the floors proposed to be terminated by Tenant. In the event of July 31any such termination, 2021 (“Early Termination Date”)Tenant shall pay to Landlord, so long as Tenant delivers to Landlord (i) a written notice (“Termination Notice”), of its election to exercise its Termination Right no less than 12 months in advance of on or before the Early applicable Termination Date, and the termination fee (iithe "Termination Fee") concurrent with Tenant’s delivery in the amount described below. The Termination Fee for a Termination Date of the Termination Notice to LandlordApril 30, an early termination payment 2028, or April 30, 2030, shall be equal to the sum of (1w) the unamortized amount portion of all of the New Premises Tenant Improvements to the New Premises paid for by Landlord (including any unamortized commissions and the Tenant Improvement Allowance actually disbursed for the New Premises, and (x) all documented leasing and brokerage commissions and expenses, excluding expenses incurred under Paragraph 16 below, relating to the Seventeenth Amendment paid for by Landlord (the sum of the costs described in items (w) and (x) above being referred to as the "Total Costs"). The unamortized portion of the Total Costs shall be the balance of the Total Costs remaining to be amortized as of the Early Termination Date with the amortization period beginning on May 1, 2021, and ending on April 30, 2033. Such amortization shall be calculated on a straight line basis from using the Commencement Date even payment method, with interest at the rate of six percent (6%) per annum, and all such payments having been assumed to be made through the Base TermTermination Date. Within thirty (30) days after written request from Tenant, (2) all Landlord will provide to Tenant a statement of the unamortized leasing commissions paid by Landlord in connection Total Costs which can then be determined together with this Lease as reasonable documentation of the Early same; thereafter when square footage is added to the New Premises which is not included in the initial calculation, Landlord will advise Tenant of new Total Costs. Landlord's failure to timely notify Tenant of such Total Costs will not limit Tenant's obligation to pay any Termination Date, with amortization calculated on a straight line basis from the Commencement Date through the Base Term, (3) the unamortized amount as of the Early Termination Date of the Additional Tenant Improvement Allowance actually disbursed by Landlord to Tenant, if any, with amortization calculated on a straight line basis from the Commencement Date through the Base Term, (4) the unamortized amount of the Base Rent that would have been payable during the Abatement Period had such amounts not been abated, with amortization calculated on a straight line basis from the Commencement Date through the Base Term, and (5) an amount equal to 4 months of Base Rent that would have been payable for the 4 months immediately following the Early Termination Date (collectively, the “Early Termination Payment”)Fee hereunder. If Tenant timely and properly exercises objects to Landlord's calculation of the Total Costs from time to time after meeting with Landlord to review the basis for such calculation, Tenant will have the right to require such Total Costs determination to be decided by arbitration. Within thirty (30) days after the delivery of the Termination RightNotice, Tenant Landlord shall vacate the Premises prepare and deliver possession thereof to Landlord Tenant Landlord's calculation of the Termination Fee (the "Calculation Statement"), which shall be final and binding, absent manifest error or unless the Total Costs are in dispute as set forth in the condition preceding sentence. Failure of Tenant to give timely notice as required by the terms of this Lease on above or before the Early Termination Date and Tenant shall have no further obligations under this Lease except for those accruing prior to the Early Termination Date and those which, pursuant to the terms of this Lease, survive the expiration or early termination of this Lease. If Tenant does not deliver to Landlord pay timely the Termination Notice and Fee, as noted in the Early Termination Payment Calculation Statement, within the respective time period provided in periods set forth herein, shall render this paragraph, Tenant shall be deemed to have waived its Termination Right and the provisions rights contained herein, null and void and of this Section 39 shall have no further force or effect. Additionally, Tenant agrees to fully and faithfully perform all of its obligations under this Lease for the period commencing upon the receipt of the Termination Notice up through the Termination Date. The rights under this Paragraph 15 are transferable in whole only to an Affiliate.

Early Termination Right. Tenant shall have the right, subject to the provisions of this Section 3941, to terminate this the Lease (“"Termination Right”") with respect to the entire Premises only as of July 31, 2021 the date that is 36 months after the Rent Commencement Date (“"Early Termination Date”"), so long as Tenant delivers to Landlord (i) a written notice (“"Termination Notice”"), of its election to exercise of its Termination Right no less than 12 on or before the date that is 6 months in advance of prior to the Early Termination Date, and (ii) concurrent with Tenant’s delivery to Landlord of the Termination Notice Notice, deliver to Landlord, an early termination payment equal to Landlord the sum of (1) the unamortized amount of the Tenant Improvement Allowance actually disbursed costs incurred by Landlord as of the Early Termination Date in connection with amortization calculated on a straight line basis from the Commencement Date through the Base TermLandlord’s Work, and (2) all of the unamortized leasing commissions paid by Landlord in connection with this Lease as Tenant’s lease of the Early Termination Date, with amortization calculated on a straight line basis from the Commencement Date through the Base Term, (3) the unamortized amount as of the Early Termination Date of the Additional Tenant Improvement Allowance actually disbursed by Landlord to Tenant, if any, with amortization calculated on a straight line basis from the Commencement Date through the Base Term, (4) the unamortized amount of the Base Rent that would have been payable during the Abatement Period had such amounts not been abated, with amortization calculated on a straight line basis from the Commencement Date through the Base Term, and (5) an amount equal to 4 months of Base Rent that would have been payable for the 4 months immediately following the Early Termination Date Premises (collectively, the “Early Termination Payment”). If Tenant timely and properly exercises the Termination Right, Tenant shall vacate the Premises and deliver possession thereof to Landlord in the condition required by the terms of this the Lease on or before the Early Termination Date and Tenant shall have no further obligations under this the Lease except for those accruing prior to the Early Termination Date and those which, pursuant to the terms of this the Lease, survive the expiration or early termination of this the Lease. If In the event that Tenant either (x) does not deliver to Landlord the Termination Notice and the Early Termination Payment within the time period provided in this paragraphSection 41, or (y) if Tenant exercises its Expansion Right pursuant to Section 39, Tenant shall be deemed to have waived its Termination Right and the provisions of this Section 39 41 shall have no further force or effect.

Early Termination Right. Tenant shall have the right, subject to the provisions of this Section 39, right to terminate this Lease (“Termination Right”) with respect to the entire Premises only effective as of July 31, 2021 the last day of the sixty- sixth (66th) full calendar month of the initial Lease Term (the “Early Termination Date”), so long provided that: (a) Tenant is not in default under this Lease as Tenant delivers to Landlord (i) a written notice (“Termination Notice”), of its election to exercise its Termination Right no less than 12 months in advance of the Early Termination Date, and (ii) concurrent with date of Tenant’s 's delivery of the Termination Notice to Landlord, an early termination payment equal or Termination Date; (b) Landlord receives written notice (the “Termination Notice”) from Tenant on or before the date that is ten (10) months prior to the Termination Date stating that Tenant intends to terminate this Lease pursuant to the terms and conditions of this Article 31; and (c) as a condition precedent to such early termination, concurrent with Xxxxxxxx's receipt of the Termination Notice, Tenant shall pay to Landlord $478,239.00 (i.e., the unamortized sum of (1i) the unamortized amount of the Tenant Improvement Allowance actually disbursed (as defined in the Tenant Work Letter attached hereto), (ii) the Aggregate Abated Base Rent (as defined in Section 3.2 above), and (iii) all leasing commissions incurred by Landlord as of the Early Termination Date in connection with amortization calculated this Lease, all amortized on a straight line basis from the Commencement Date through the Base Termwith interest at eight percent (8%) per annum, (2) all of the unamortized leasing commissions paid by Landlord in connection with this Lease as of the Early Termination Date, with amortization calculated on a straight line basis from the Commencement Date through the Base Term, (3) the unamortized amount as of the Early Termination Date of the Additional Tenant Improvement Allowance actually disbursed by Landlord to Tenant, if any, with amortization calculated on a straight line basis from the Commencement Date through the Base Term, (4) the unamortized amount of the Base Rent that would have been payable during the Abatement Period had such amounts not been abated, with amortization calculated on a straight line basis from the Commencement Date through the Base Term, and (5) plus an amount equal to 4 months of the Base Rent that would have been payable due under this Lease for months sixty-seven (67) and sixty-eight (68) of the 4 months immediately following the Early Termination Date Lease Term) (collectively, the “Early Termination Payment”). If Tenant timely acknowledges and properly exercises agrees that the Termination RightPayment shall be deemed fully-earned by Landlord as consideration for, and as a condition to, Xxxxxxxx’s agreement to terminate the Lease pursuant to this Section, and that Landlord would not have granted Tenant the early termination right set forth in this Section but for Tenant’s agreement to pay Landlord the Termination Payment. Provided that Tenant terminates this Lease in accordance with the terms of this Article 31, this Lease shall automatically terminate and be of no further force or effect as of the Termination Date and Landlord and Tenant shall be relieved of their respective obligations under this Lease, other than those obligations that expressly survive the termination of this Lease (e.g., Xxxxxx's obligations regarding indemnification and surrender of the Premises); provided, however, notwithstanding anything to the contrary contained in this Lease, Landlord shall have all the rights and remedies with respect to any obligation of Tenant under this Lease that accrues prior to the Termination Date and is not satisfied by Tenant prior to the Termination Date. Upon Xxxxxx's delivery of the Termination Notice, Xxxxxx's right to thereafter extend the Lease Term pursuant to the terms of Section 2.2 of this Lease, and Xxxxxx’s right of first offer pursuant to Article 30 of this Lease, shall terminate and be of no further force or effect. On or before the Termination Date, Tenant shall vacate the Premises and surrender and deliver exclusive possession thereof to Landlord in accordance with the condition required by the terms of this Lease on or before the Early Termination Date and Tenant shall have no further obligations under this Lease except for those accruing prior to the Early Termination Date and those which, pursuant to the terms of this Lease, survive the expiration or early termination provisions of this Lease. If In the event Tenant does not deliver to Landlord retains possession of the Premises or any part thereof after the Termination Notice and the Early Termination Payment within the time period provided in this paragraphDate, Tenant shall be deemed to have waived its Termination Right and then the provisions of Article 16 of this Section 39 Lease shall have no further force apply. The rights contained in this Article 31 shall be personal to the Named Tenant and may only be exercised by the Named Tenant (and not any assignee, sublessee or effectother transferee of Tenant's interest in this Lease).

Early Termination Right. Notwithstanding any other provision of this Lease to the contrary, Tenant shall have the right, subject to the provisions of this Section 39, right to terminate this Lease (“Termination Right”) with respect to the entire Premises only effective as of July 31, 2021 the last day of the eighty-fourth (“84th) full month of the Lease Term (the "Early Termination Date”"), so long as provided that (a) Tenant delivers to provides Landlord (i) a with written notice (“Termination Notice”), of its election to exercise its Termination Right no less terminate not later than 12 the date which is twelve (12) months in advance of prior to the Early Termination Date, which notice shall be binding and irrevocable (the "Early Termination Notice"), (b) Tenant pays Landlord a buyout amount equal to the aggregate of (i) the unamortized balance of Landlord's Transaction Costs, and (ii) concurrent an amount equal to three (3) months Base Rent and Additional Rent at the rate which would be in effect beginning with Tenant’s month 85 of the Lease Term if the Lease was not terminated (the aggregate of the foregoing items (i) and (ii) is referred to herein as the "Early Termination Payment"), one-half of which Early Termination Payment shall be payable contemporaneously with the delivery of the Termination Notice to Landlord, an early termination payment equal and one-half at least ninety (90) days prior to the sum Early Termination Date (provided that the Additional Rent component of such payment shall be based upon Landlord's reasonable estimate and subject to adjustment when such amount is finally determined), and (1c) the unamortized amount no Event of Default exists both as of the Tenant Improvement Allowance actually disbursed by Landlord as date of the Early Termination Date with amortization calculated on a straight line basis from the Commencement Date through the Base Term, (2) all of the unamortized leasing commissions paid by Landlord in connection with this Lease Notice and as of the Early Termination Date, with amortization calculated on a straight line basis from . In the Commencement Date through the Base Term, (3) the unamortized amount as event of the Early Termination Date of the Additional Tenant Improvement Allowance actually disbursed by Landlord to Tenant, if any, with amortization calculated on a straight line basis from the Commencement Date through the Base Term, (4) the unamortized amount of the Base Rent that would have been payable during the Abatement Period had any such amounts not been abated, with amortization calculated on a straight line basis from the Commencement Date through the Base Term, and (5) an amount equal to 4 months of Base Rent that would have been payable for the 4 months immediately following the Early Termination Date (collectively, the “Early Termination Payment”). If Tenant timely and properly exercises the Termination Rightearly termination, Tenant shall vacate the Premises and deliver possession thereof to Landlord in the condition required by the terms of this Lease on remain liable for any obligations or before the Early Termination Date and Tenant shall have no further obligations under this Lease except for those expenses arising or accruing hereunder prior to the Early Termination Date Date. Time is of the essence for all of the dates set forth in this Paragraph 2.2.3. The rights granted to Tenant under this subparagraph 2.2.3 are personal to United Bank of Philadelphia, and those which, pursuant shall not inure to the terms benefit of any sublessee or assignee of Tenant, but rather shall be deemed null and void and of no further legal force or effect immediately upon any assignment of this Lease, survive the expiration or early termination of this Lease. If Tenant does not deliver to Landlord the Termination Notice and the Early Termination Payment within the time period provided in this paragraph, Tenant shall be deemed to have waived its Termination Right and the provisions of this Section 39 shall have no further force or effect.

Early Termination Right. If no Event of Default exists either at the time of exercise of such termination option or on the date any termination pursuant thereto would take effect, Tenant shall have the right, subject to the all provisions of this Section 394(b), to elect to terminate this Lease by written notice to Landlord (“herein called the "Early Termination Right”Notice") with respect at any time on or before (but not after) the date which is the fourteenth (14th) anniversary of the Commencement Date (herein called the "Latest Termination Notice Date"). Any such election, once made by Tenant, shall be irrevocable. If Tenant shall not have given the Early Termination Notice on or before the Latest Termination Notice Date, Tenant's right to the entire Premises only terminate this Lease pursuant to this Section 4(b) shall automatically expire and be of no further force or effect. Any termination of this Lease pursuant to this Section 4(b) shall be effective as of July 31, 2021 the date which is the fifteenth (“15th) anniversary of the Commencement Date (herein called the "Early Termination Date”"). As payment for and in consideration of any such early termination, so long as Tenant delivers shall pay to Landlord the amount determined in accordance with Exhibit 4 attached hereto (i) a written notice (“herein called the "Early Termination Notice”Fee"), . This Lease shall remain in full force and effect to and including the Early Termination Date and until consummation of its election to exercise its Termination Right no less than 12 months in advance of the transactions hereafter described. On the Early Termination Date, and (ii) concurrent with Tenant’s delivery Tenant shall, by wire transfer of the Termination Notice immediately available funds, pay to Landlord, an early termination payment equal to the sum of (1) the unamortized amount of the Tenant Improvement Allowance actually disbursed by or as Landlord as of shall have directed, the Early Termination Date Fee together with amortization calculated on a straight line basis from the Commencement Date through the Base Termall Minimum Rent, (2) all of the unamortized leasing commissions paid by Landlord in connection with this Lease as of Additional Rent and other sums due and payable hereunder to and including the Early Termination Date, whereupon this Lease shall terminate, except with amortization calculated on a straight line basis from the Commencement Date through the Base Termrespect to obligations and liabilities of Tenant hereunder, actual or contingent, (3including, without limitation, any arising pursuant to Section 13) the unamortized amount as of the Early Termination Date of the Additional Tenant Improvement Allowance actually disbursed by Landlord to Tenant, if any, with amortization calculated on a straight line basis from the Commencement Date through the Base Term, (4) the unamortized amount of the Base Rent that would which have been payable during the Abatement Period had such amounts not been abated, with amortization calculated on a straight line basis from the Commencement Date through the Base Term, and (5) an amount equal to 4 months of Base Rent that would have been payable for the 4 months immediately following the Early Termination Date (collectively, the “Early Termination Payment”). If Tenant timely and properly exercises the Termination Right, Tenant shall vacate the Premises and deliver possession thereof to Landlord in the condition required by the terms of this Lease arisen on or before the Early Termination Date and Tenant shall have no further obligations under this Lease except for those accruing prior to the Early Termination Date and those which, pursuant to the terms of this Lease, survive the expiration or early termination of this Lease. If Tenant does not deliver to Landlord the Termination Notice and the Early Termination Payment within the time period provided in this paragraph, Tenant shall be deemed to have waived its Termination Right and the provisions of this Section 39 shall have no further force or effectDate.

Early Termination Right. Provided that an Event of Default by Tenant has not occurred and remains uncured as of the date of Tenant's delivery of the Termination Notice (defined below), the Original Tenant only shall have the rightright to terminate the Lease, subject as amended hereby, effective as of September 30, 2024 (the "Termination Date"), provided that (i) Landlord receives written notice (the "Termination Notice") from Tenant on or before September 30, 2023 stating Tenant's election to terminate the Lease, as amended hereby, pursuant to the provisions terms and conditions of this Section 39, to terminate this Lease (“Termination Right”) with respect to the entire Premises only as of July 31, 2021 (“Early Termination Date”), so long as Tenant delivers to Landlord (i) a written notice (“Termination Notice”), of its election to exercise its Termination Right no less than 12 months in advance of the Early Termination Date6, and (ii) concurrent with Tenant’s delivery Landlord's receipt of the Termination Notice to LandlordNotice, an early termination payment equal to the sum of (1) the unamortized amount of the Landlord receives from Tenant Improvement Allowance actually disbursed by Landlord as of the Early Termination Date with amortization calculated on a straight line basis from the Commencement Date through the Base Term, (2) all of the unamortized leasing commissions paid by Landlord in connection with this Lease as of the Early Termination Date, with amortization calculated on a straight line basis from the Commencement Date through the Base Term, (3) the unamortized amount as of the Early Termination Date of the Additional Tenant Improvement Allowance actually disbursed by Landlord to Tenant, if any, with amortization calculated on a straight line basis from the Commencement Date through the Base Term, (4) the unamortized amount of the Base Rent that would have been payable during the Abatement Period had such amounts not been abated, with amortization calculated on a straight line basis from the Commencement Date through the Base Term, and (5) an amount equal to 4 months of Base Rent that would have been payable for the 4 months immediately following the Early Termination Date (collectively, the “Early Termination Payment”). If Tenant timely and properly exercises the Termination RightFee (defined, below), as consideration for and as a condition precedent to such early termination. Provided that Tenant shall vacate terminates the Premises and deliver possession thereof to Landlord in the condition required by the terms of this Lease on or before the Early Termination Date and Tenant shall have no further obligations under this Lease except for those accruing prior to the Early Termination Date and those whichLease, as amended hereby, pursuant to the terms of this Section 6, the Lease, as amended hereby, shall automatically terminate and be of no further force or effect and Landlord and Tenant shall be relieved of their respective obligations under the Lease, as amended hereby, as of the Termination Date, except those obligations set forth in the Lease, as amended hereby, which relate to the term of Tenant's lease of the Premises and Storage Space and/or that specifically survive the expiration or early earlier termination of this the Lease. If , as amended hereby, including, without limitation, the payment by Tenant does not deliver of all amounts owed by Tenant under the Lease, as amended hereby, up to Landlord and including the Termination Date. Upon Tenant's delivery of a Termination Notice and (if applicable), the Early Termination Payment within the time period provided in terms of Section 13 of this paragraph, Tenant Fifth Amendment shall automatically be deemed to have waived its Termination Right be deleted and the provisions shall be of this Section 39 shall have no further force or effect. For purposes of this Fifth Amendment, the "Termination Fee" shall mean the sum of the unamortized amount (calculated with interest at a rate equal to 8% per annum), as of the Termination Date, of any tenant improvement or other allowances, brokerage commissions, and free rent paid or provided by Landlord in connection with the Premises or the Storage Space.

Early Termination Right. Provided that Tenant is not in default under the Lease, as amended, as of the date of Tenant's delivery of the "Termination Notice," as that term is defined below, the Tenant named in this Second Amendment and any assignee of a "Permitted Transfer" (as that term is defined in Section 13.1 of the Original Lease) shall have the rightright to terminate the Lease, subject as amended, effective as of March 31, 2018 (the "Termination Date"), provided that (i) Landlord receives written notice (the "Termination Notice") from Tenant, or assignee of a Permitted Transfer, on or before June 30, 2017 (i.e., at least nine (9) months prior to the provisions Termination Date), stating that Tenant, or assignee of a Permitted Transfer, intends to terminate the Lease, as amended, pursuant to the terms and conditions of this Section 39, to terminate this Lease (“Termination Right”) with respect to the entire Premises only as of July 31, 2021 (“Early Termination Date”), so long as Tenant delivers to Landlord (i) a written notice (“Termination Notice”), of its election to exercise its Termination Right no less than 12 months in advance of the Early Termination Date8, and (ii) concurrent with Tenant’s delivery Landlord's receipt of the Termination Notice to LandlordNotice, an early termination payment equal to the sum of (1) the unamortized amount of the Tenant Improvement Allowance actually disbursed by Landlord as of the Early Termination Date with amortization calculated on a straight line basis receives from the Commencement Date through the Base Term, (2) all of the unamortized leasing commissions paid by Landlord in connection with this Lease as of the Early Termination Date, with amortization calculated on a straight line basis from the Commencement Date through the Base Term, (3) the unamortized amount as of the Early Termination Date of the Additional Tenant Improvement Allowance actually disbursed by Landlord to Tenant, if anyor assignee of a Permitted Transfer, with amortization calculated on a straight line basis from the Commencement Date through the Base Term, (4) the unamortized amount of the Base Rent that would have been payable during the Abatement Period had such amounts not been abated, with amortization calculated on a straight line basis from the Commencement Date through the Base Term, and (5) an amount equal to 4 months Four Hundred Fifty Thousand and 00/100 Dollars ($450,000.00) (the "Termination Fee"), as consideration for and as a condition precedent to such early termination. Provided that Tenant, or assignee of Base Rent that would have been payable for a Permitted Transfer, properly terminates the 4 months immediately following the Early Termination Date (collectivelyLease, the “Early Termination Payment”). If Tenant timely and properly exercises the Termination Right, Tenant shall vacate the Premises and deliver possession thereof to Landlord in the condition required by the terms of this Lease on or before the Early Termination Date and Tenant shall have no further obligations under this Lease except for those accruing prior to the Early Termination Date and those whichas amended, pursuant to the terms of this Section 8, the Lease, as amended, shall automatically terminate and be of no further force or effect and Landlord and Tenant, or assignee of a Permitted Transfer, shall be relieved of their respective obligations under the Lease, as amended, as of the Termination Date, except those obligations set forth in the Lease, as amended, which specifically survive the expiration or early earlier termination of this the Lease. If , including, without limitation, the payment by Tenant, or assignee of a Permitted Transfer, of all amounts owed by Tenant does not deliver under the Lease, as amended, up to Landlord and including the Termination Notice and the Early Termination Payment within the time period provided in this paragraph, Tenant shall be deemed to have waived its Termination Right and the provisions of this Section 39 shall have no further force or effectDate.

Early Termination Right. Notwithstanding anything in this Lease to the contrary, in the event of a Material Change, Tenant shall have the right, subject to the provisions of this Section 39, (i) a one-time option to terminate this Lease (the “First Termination RightOption”) with respect to effective on April 30, 2014 (the entire Premises only as of July 31, 2021 (“Early First Termination Effective Date”), so long as Tenant delivers and (ii) a one-time option to Landlord terminate this Lease (the “Second Termination Option” and, together with the First Termination Option, the “Termination Option”) effective on September 30, 2018 (the “Second Termination Effective Date” and, together with the First Termination Effective Date, the “Termination Effective Date”), provided that in either instance (i) a Tenant shall have given Landlord not less than thirty (30) days written notice of Tenant’s exercise of such Termination Option (the “Termination Notice”), and (ii) Tenant shall have paid to Landlord the Termination Fee (as defined below). Landlord shall notify Tenant of the amount of the Termination Fee within fifteen (15) days of Landlord’s receipt of the Termination Notice and the Termination Fee shall be due and payable (i) one-half (1/2) within fifteen (15) days after Landlord delivers to Tenant a statement of the Termination Fee, and (ii) one-half (1/2) by the Termination Effective Date. The failure of Tenant to make any payment of the Termination Fee as and when due shall render Tenant’s election to terminate this Lease pursuant to this subsection void. The “Termination Fee” shall equal the sum of (A) the unamortized amount of Landlord’s transaction costs, including, without limitation, any brokerage and leasing commissions paid by Landlord and Landlord’s reasonable attorneys’ fees and expenses, as amortized over a ten (10) year period, at an interest rate of eight percent (8%) (the “Leasing Costs”), plus (B) an amount equal to the then-applicable Basic Rent and Additional Charges multiplied by twelve (12) less the number of months notice given by Tenant. For example, if Tenant provides six (6) months notice of its election to exercise its the Termination Right no less than 12 months in advance of Option, then the Early Termination Date, and (ii) concurrent with Tenant’s delivery amount of the Termination Notice to Landlord, Fee would be the Leasing Costs plus an early termination payment amount equal to the sum of six (16) the unamortized amount months (12-6) of the then-applicable Basic Rent and Additional Charges. Any disputes with respect to the Termination Fee shall not delay the payment of the Termination Fee but shall ultimately be resolved, upon written request of either party, by arbitration under Section 28 hereof. In the event Tenant Improvement Allowance actually disbursed prevails in such arbitration, Landlord shall pay to Tenant any over-payment of the Termination Fee within thirty (30) days after the determination by the arbiter. If Tenant shall effectively exercise the Termination Option as set forth in this Section 3(j), Tenant shall surrender to Landlord the Leased Premises as of the Early Termination Effective Date with amortization calculated on a straight line basis from in the Commencement condition required hereunder. Tenant’s failure to timely surrender the Leased Premises to Landlord upon the Termination Effective Date through shall subject Tenant to the Base Termholdover provisions of Section 27. No later than October 1, (2) all 2011, Landlord shall notify Tenant of the unamortized leasing commissions paid by Landlord Landlord’s total transaction costs incurred in connection with this Lease as of the Early Termination Date, with amortization calculated on a straight line basis from the Commencement Date through the Base Term, (3) the unamortized amount as of the Early Termination Date of the Additional Tenant Improvement Allowance actually disbursed by Landlord to Tenant, if any, with amortization calculated on a straight line basis from the Commencement Date through the Base Term, (4) the unamortized amount of the Base Rent that would have been payable during the Abatement Period had such amounts not been abated, with amortization calculated on a straight line basis from the Commencement Date through the Base Term, and (5) an amount equal to 4 months of Base Rent that would have been payable for the 4 months immediately following the Early Termination Date (collectively, the “Early Termination Payment”). If Tenant timely and properly exercises the Termination Right, Tenant shall vacate the Premises and deliver possession thereof to Landlord in the condition required by the terms of this Lease on or before the Early Termination Date and Tenant shall have no further obligations under this Lease except for those accruing prior to the Early Termination Date and those which, pursuant to the terms of this Lease, survive the expiration or early termination of this Lease. If Tenant does not deliver to Landlord the Termination Notice and the Early Termination Payment within the time period provided in this paragraph, Tenant shall be deemed to have waived its Termination Right and the provisions of this Section 39 shall have no further force or effectincluding a reasonable itemization thereof.

Early Termination Right. Provided that Tenant shall have the right, subject to the provisions has not received notice of this Section 39, to terminate a monetary default under this Lease (“Termination Right”) with respect to the entire Premises only that then remains uncured as of July 31, 2021 (“Early Termination Date”), so long as Tenant delivers to Landlord (i) a written notice (“Termination Notice”), the date of its election to exercise its Termination Right no less than 12 months in advance of the Early Termination Date, and (ii) concurrent with Tenant’s delivery of the Termination Notice Notice, as that term is defined below, Tenant shall have the right to Landlord, an early termination payment equal to the sum of (1) the unamortized amount of the Tenant Improvement Allowance actually disbursed by Landlord terminate this Lease effective as of the Early Termination Date with amortization calculated on a straight line basis from the Commencement Date through the Base Term, (2) all first day of the unamortized leasing commissions paid by one hundred thirty-ninth (139th) Lease Month of the Lease Term (the “Termination Date”), and provided that (i) Landlord in connection with receives written notice (the “Termination Notice”) from Tenant no later than the first day of the one hundred twentieth (120th) Lease Month of the Lease Term stating Tenant’s election to terminate this Lease as pursuant to the terms and conditions of this Section 2.3, together with fifty percent (50%) of the Early Termination Date, with amortization calculated on a straight line basis from the Commencement Date through the Base Term, Fee (3) the unamortized amount as of the Early Termination Date of the Additional Tenant Improvement Allowance actually disbursed by Landlord to Tenant, if any, with amortization calculated on a straight line basis from the Commencement Date through the Base Term, (4) the unamortized amount of the Base Rent that would have been payable during the Abatement Period had such amounts not been abated, with amortization calculated on a straight line basis from the Commencement Date through the Base Termterm is defined below), and (5ii) an amount equal to 4 months of Base Rent that would have been payable for the 4 months immediately following the Early Termination Date (collectively, the “Early Termination Payment”). If Tenant timely and properly exercises the Termination Right, Tenant shall vacate the Premises and deliver possession thereof to Landlord in the condition required by the terms of this Lease on or before the Early Termination Date Date, Landlord receives the remaining fifty percent (50%) of the Termination Fee, all as consideration for and as a condition precedent to such early termination. Provided that Tenant shall have no further obligations under terminates this Lease except for those accruing prior to the Early Termination Date and those which, pursuant to the terms of this LeaseSection 2.3, this Lease shall automatically terminate and be of no further force or effect and Landlord and Tenant shall be relieved of their respective obligations under this Lease as of the Termination Date, except those obligations set forth in this Lease which relate to the term of Tenant’s lease of the Premises and/or that specifically survive the expiration or early earlier termination of this Lease. If , including, without limitation, the payment by Tenant does not deliver of all amounts owed by Tenant under the Lease, up to Landlord and including the Termination Notice and the Early Termination Payment within the time period provided in this paragraph, Tenant shall be deemed to have waived its Termination Right and the provisions Date. For purposes of this Section 39 Lease, the “Termination Fee” shall have mean an amount equal to the then-unamortized portions, calculated using a five percent (5%) interest factor, on an equal payment basis over the number of Lease Months during which Base Rent is payable during the initial Lease Term (determined on a per rentable square foot basis for the then-existing Premises), of (a) the Tenant Improvement Allowance, (b) the Base Rent Abatement, and (c) leasing commissions paid by Landlord to Tenant’s Broker and Landlord’s Broker in connection with this Lease. Upon Tenant’s delivery of a Termination Notice (if applicable), Tenant’s rights, and Landlord’s restrictions, under Sections 2.2, 5.4 and 23.5 shall thereafter be void and of no further force or effect.

Early Termination Right. Tenant shall have the right, subject to the provisions of this Section 39, a one-time right to terminate this the Lease (not for any period after the Extended Term if Tenant exercises its option to extend as provided in Section 3.2 below or any period of extension mutually agreed to by the parties) (the “Termination Right”) with respect to the entire Premises only effective as of July March 31, 2021 2020 (the “Early Termination Date”), so long as Tenant delivers ) by providing unconditional and irrevocable written notice of such early termination to Landlord by no later than March 31, 2019 (i) a written notice (the “Early Termination Notice”); provided that (i) Tenant pays to Landlord the Early Termination Payment (hereinafter defined) by the later of the date that is thirty (30) days after Landlord notifies Tenant of the amount of the Early Termination Payment or the date Tenant delivers the Early Termination Notice, and (ii) no uncured Default exists as of its election to exercise its the date Tenant delivers an Early Termination Right no less than 12 months in advance Notice, or as of the Early Termination Date, provided that Landlord shall have the right in its sole and absolute discretion to waive in writing the requirement under this clause (ii) concurrent with Tenant’s delivery of in which case the Termination Notice to Landlord, an early termination payment equal to the sum of (1) the unamortized amount of the Tenant Improvement Allowance actually disbursed by Landlord Term shall expire as of the Early Termination Date with amortization calculated but Tenant shall remain liable for any uncured Default existing as of the Early Termination Date. The “Early Termination Payment” means the unamortized amount of Leasing Costs (hereinafter defined) and Deferred Rent (as defined in Section 2.7 of the Original Lease) as of the Early Termination Date. The Deferred Rent is amortized without interest as provided in Section 2.7 of the Original Lease. The Leasing Costs shall be amortized over the Extended Term on a straight monthly straight-line basis from the Commencement Date through the Base Termbasis, together with interest at eight percent (28%) per annum. The term “Leasing Costs” means all of the following costs and expenses incurred by Landlord in connection with this Second Amendment: (a) “Landlord’s Allowance” (as defined in Exhibit B attached hereto) actually funded, applied or credited by Landlord, (b) if paid by Landlord, the amount of the unamortized Expansion Parking Costs (as defined in Section 5.2 below) for the remainder of the Extended Term that is terminated early under this section, and (c) all leasing brokerage commissions paid by Landlord in connection with this Lease as of the Early Termination Date, with amortization calculated on a straight line basis from the Commencement Date through the Base Term, (3) the unamortized amount as of the Early Termination Date of the Additional Tenant Improvement Allowance actually disbursed by Landlord to Tenant, if any, with amortization calculated on a straight line basis from the Commencement Date through the Base Term, (4) the unamortized amount of the Base Rent that would have been payable during the Abatement Period had such amounts not been abated, with amortization calculated on a straight line basis from the Commencement Date through the Base Term, and (5) an amount equal to 4 months of Base Rent that would have been payable for the 4 months immediately following the Early Termination Date (collectively, the “Early Termination Payment”). If Tenant timely and properly exercises the Termination Right, Tenant shall vacate the Premises and deliver possession thereof to Landlord in the condition required by the terms of this Lease on or before the Early Termination Date and Tenant shall have no further obligations under this Lease except for those accruing prior to the Early Termination Date and those which, pursuant to the terms of this Lease, survive the expiration or early termination of this Lease. If Tenant does not deliver to Landlord the Termination Notice and the Early Termination Payment within the time period provided in this paragraph, Tenant shall be deemed to have waived its Termination Right and the provisions of this Section 39 shall have no further force or effectSecond Amendment.

Early Termination Right. Provided that Tenant is not in material non-monetary or monetary default under this Lease beyond any applicable notice and cure period as of the date of Tenant’s delivery of the “Termination Notice,” as that term is defined below, Tenant shall have the right, subject to the provisions of this Section 39, one-time option to terminate and cancel this Lease (“Termination Right”) with respect to the entire initial Premises only (and not any First Offer Space) effective as of July December 31, 2021 2011 (the “Early Termination Date”), so long as Tenant delivers to Landlord provided that (i) a Landlord receives written notice (the “Termination Notice”)) from Tenant on or before June 30, 2011 stating that Tenant is electing to terminate this Lease pursuant to the terms and conditions of its election to exercise its Termination Right no less than 12 months in advance of the Early Termination Datethis Section 2.7, and (ii) concurrent with Landlord receives from Tenant an amount equal to $813,363.60 (i.e., $8.40 per rentable square feet of the Premises (the “Termination Fee”)) on or before August 31, 2011, as consideration for and as a condition precedent to such early termination. The termination right contained in this Section 2.7 shall be personal to the Original Tenant and an Affiliate Assignee, and may only be exercised by the Original Tenant or an Affiliate Assignee (and not any other assignee, sublessee or other transferee of the Original Tenant’s interest in this Lease). In the event that Tenant shall deliver a Termination Notice, Tenant shall thereafter have no rights to exercise its right to lease the First Offer Space and the terms of Section 2.6 shall be void and of no further force or effect (but such delivery of the Termination Notice shall not affect Tenant’s lease of the First Offer Space to the extent Tenant exercised such right prior to Tenant’s delivery of the Termination Notice to LandlordNotice). Provided that Tenant terminates this Lease in accordance with the terms of this Section 2.7, an early termination payment equal to the sum then this Lease shall automatically terminate and be of (1) the unamortized amount no further force or effect, and Landlord and Tenant shall be relieved of the Tenant Improvement Allowance actually disbursed by Landlord as of the Early Termination Date with amortization calculated on a straight line basis from the Commencement Date through the Base Term, (2) all of the unamortized leasing commissions paid by Landlord in connection with their respective obligations under this Lease as of the Early Termination Date, with amortization calculated on a straight line basis from the Commencement Date through the Base Term, (3) the unamortized amount as of the Early Termination Date of the Additional Tenant Improvement Allowance actually disbursed by Landlord to Tenant, if any, with amortization calculated on a straight line basis from the Commencement Date through the Base Term, (4) the unamortized amount of the Base Rent that would have been payable during the Abatement Period had such amounts not been abated, with amortization calculated on a straight line basis from the Commencement Date through the Base Term, and (5) an amount equal to 4 months of Base Rent that would have been payable for the 4 months immediately following the Early Termination Date (collectively, the “Early Termination Payment”). If Tenant timely and properly exercises the Termination Right, Tenant shall vacate the Premises and deliver possession thereof to Landlord except those obligations set forth in the condition required by the terms of this Lease on which specifically survive the expiration or before the Early Termination Date and Tenant shall have no further obligations under this Lease except for those accruing prior to the Early Termination Date and those which, pursuant to the terms earlier termination of this Lease, survive including, without limitation, the expiration or early termination payment by Tenant of all amounts owed by Tenant under this Lease. If Tenant does not deliver , up to Landlord and including the Termination Notice and the Early Termination Payment within the time period provided in this paragraph, Tenant shall be deemed to have waived its Termination Right and the provisions of this Section 39 shall have no further force or effectDate.

Early Termination Right. Tenant shall have the right, subject to the provisions of this Section 39, one time right to terminate this Lease (“Termination Right”) with respect to the entire Premises only (“Termination Right”) effective as of July 31, 2021 the last day of the 180th month of the original Base Term (“Early Termination Date”); provided, so long as however that Tenant delivers to Landlord (i) a written notice (“Termination Notice”), ) of its election to exercise its Termination Right no less than 12 months in advance on or before the expiration of the Early Termination Date168th month of the original Base Term, and (ii) concurrent with Tenant’s delivery to Landlord of the Termination Notice, (x) an amount equal to 6 months of Rent at the amount payable by Tenant as of the date that Tenant delivers the Termination Notice to Landlord, and (y) an early termination payment amount equal to, as calculated by Landlord and provided to the sum of Tenant within 10 business days after Tenant delivers a written request therefor to Landlord, (1) all of the unamortized amount of tenant improvement allowances provided to Tenant in connection with the Building 1 and 2 Tenant Improvement Allowance actually disbursed by Landlord as of Improvements, the Early Termination Date with amortization calculated on a straight line basis from the Commencement Date through the Base TermBuilding 3 Tenant Improvements and any Expansion Building Tenant Improvements, (2) all of the unamortized third party leasing commissions paid by Landlord in connection with Tenant’s lease of the Premises, and (3) all of the unamortized Rent Abatement provided to Tenant under this Lease as all of the Early Termination Date, with amortization calculated which shall be amortized on a straight line basis from over the Commencement Date through the originally scheduled Base Term, (3) the unamortized amount as of the Early Termination Date of the Additional Tenant Improvement Allowance actually disbursed by Landlord to Tenant, if any, with amortization calculated on a straight line basis from the Commencement Date through the Base Term, (4) the unamortized amount of the Base Rent that would have been payable during the Abatement Period had such amounts not been abated, with amortization calculated on a straight line basis from the Commencement Date through the Base Term, and (5) an amount equal to 4 months of Base Rent that would have been payable for the 4 months immediately following the Early Termination Date Term (collectively, the “Early Termination Payment”). If Tenant timely and properly exercises the Termination Right, Tenant shall vacate the entire Premises and deliver possession thereof to Landlord in the condition required by the terms of this Lease on or within 30 days before the Early Termination Date and Tenant shall have no further obligations under this Lease with respect to the Premises except for those accruing prior to the Early Termination Date and those which, pursuant to the terms of this the Lease, survive the expiration or early termination of this Leasethe Lease with respect to the Premises. If Tenant does not deliver to Landlord the Termination Notice and the Early Termination Payment within the time period provided for in this paragraph, Tenant shall be deemed to have waived its Termination Right. Notwithstanding the foregoing, the Termination Right shall be null and the provisions void and of this Section 39 shall have no further force or effecteffect if Tenant exercises any of its Expansion Rights pursuant to Section 39 after the date that is 60 months after the Initial Commencement Date and such Expansion Right is not rescinded by Tenant as specifically permitted pursuant to terms of this Lease. Upon Tenant’s request from time to time, Landlord shall provide Tenant with Landlord’s estimate of the Early Termination Payment amount.

Early Termination Right. Tenant shall have the right, subject to the provisions of this Section 3940, to terminate this Lease (“Termination Right”) with respect to the entire Premises only as on the last day of July 31, 2021 the 30th full calendar month after the Commencement Date (“Early Termination Date”), so long as Tenant delivers to Landlord (ia) a written notice (“Termination Notice”), of its election to exercise its Termination Right no less than 12 9 months in advance of the Early Termination Date, and (iib) concurrent with Tenant’s delivery of the Termination Notice to Landlord, an early termination payment equal to in the sum of (1) the unamortized amount of the Tenant Improvement Allowance actually disbursed by Landlord as of the Early Termination Date with amortization calculated on a straight line basis from the Commencement Date through the Base Term, (2) all of the unamortized leasing commissions paid by Landlord in connection with this Lease as of the Early Termination Date, with amortization calculated on a straight line basis from the Commencement Date through the Base Term, (3) the unamortized amount as of the Early Termination Date of the Additional Tenant Improvement Allowance actually disbursed by Landlord to Tenant, if any, with amortization calculated on a straight line basis from the Commencement Date through the Base Term, (4) the unamortized amount of the Base Rent that would have been payable during the Abatement Period had such amounts not been abated, with amortization calculated on a straight line basis from the Commencement Date through the Base Term, and (5) an amount equal to 4 months of Base Rent that would have been payable for the 4 months immediately following the Early Termination Date $150,000 (collectively, the “Early Termination Payment”). If Tenant timely and properly exercises the Termination RightRight and delivers the Early Termination Payment, Tenant shall vacate the Premises and deliver possession thereof to Landlord in the condition required by the terms of this Lease on or before the Early Termination Date and Tenant shall have no further obligations under this Lease after the Early Termination Date except for those accruing prior to the Early Termination Date and those which, pursuant to the terms of this Lease, survive the expiration or early termination of this Lease. If Tenant does not deliver delivers a Termination Notice to Landlord pursuant to immediately preceding paragraph, Landlord shall have the Termination Notice opportunity, if it so elects and without any obligation to do so, to offer one or more alternative premises for lease to Tenant which reasonably satisfies the premises being sought by Tenant following the Early Termination Payment within the time period provided in this paragraph, Tenant Date (“Alternative Premises”). Such Alternative Premises shall be deemed to have waived its Termination Right and located at the provisions Project or, if Landlord so elects, at another property in the San Diego area owned or controlled by an entity controlled by, under common control with, or controlling Landlord including, without limitation, any of this Section 39 the constituent members of Landlord or Alexandria Real Estate Equities, Inc. (any such entity, an “Affiliate”). Alternatively, Landlord and/or any Affiliate, as the case may be, shall have no further force the right, if it so elects and without any obligation to do so, to acquire a new project or effectredevelop any existing project it then owns to offer to Tenant the Alternative Premises. Such new lease shall, if entered into, otherwise be upon terms and conditions acceptable to Landlord or Affiliate, as the case may be, and Tenant in their respective good faith sole discretion. Tenant agrees to evaluate any such offer by Landlord (or its Affiliate) in good faith.

Early Termination Right. Tenant Subject to the terms and conditions contained in this Paragraph 3.4, Landlord shall have the one time right, subject in the event Landlord intends to sell the provisions Building free and clear of this Section 39Lease, to terminate this Lease (“Termination Right”) with respect to the entire Premises only effective as of July 31, 2021 the expiration of the thirty-sixth (36) month of the Lease Term (“Early Termination Date”), so long as . Landlord may exercise the Termination Right by giving Tenant delivers to Landlord (i) a written notice of such termination no later than the expiration of the twenty-seventh (27) month of the Lease Term (“Termination Cancellation Notice”). If Landlord timely delivers the Cancellation Notice, the monthly Rent shall be decreased to Thirteen Thousand Six Hundred Eight Dollars ($13,608) from the first full calendar month after receipt of its election to exercise its Termination Right no less than 12 months in advance of the Cancellation Notice through the Early Termination Date. Notwithstanding the foregoing, if Landlord timely exercises its Termination Right pursuant to the terms of this Paragraph 3.4, then, provided Tenant is not in breach or default under this Lease, Tenant may elect to terminate this Lease by giving Landlord written notice of termination after the later of (x) receipt of Landlord’s Cancellation Notice, and (iiy) concurrent with Tenant’s delivery the expiration of the Termination Notice to Landlord, an early termination payment equal to the sum of (1) the unamortized amount twenty-seventh month of the Tenant Improvement Allowance actually disbursed by Landlord as of the Early Termination Date with amortization calculated on a straight line basis from the Commencement Date through the Base Term, (2) all of the unamortized leasing commissions paid by Landlord in connection with this Lease as of Term but before the Early Termination Date. In the event Tenant timely delivers such termination notice to Landlord pursuant to the terms of the immediately preceding sentence, with amortization calculated on a straight line basis from the Commencement Date through the Base Term, (3) the unamortized amount this Lease shall terminate as of the Early Termination Date last day of the Additional Tenant Improvement Allowance actually disbursed by month in which Landlord receives Tenant’s early termination notice. In the event this Lease terminates pursuant to Tenantthis Paragraph 3.4, if any, with amortization calculated on a straight line basis from the Commencement Date through the Base Term, (4) the unamortized amount of the Base Rent that would have been payable during the Abatement Period had such amounts not been abated, with amortization calculated on a straight line basis from the Commencement Date through the Base Term, and (5) an amount equal to 4 months of Base Rent that would have been payable for the 4 months immediately following the Early Termination Date (collectively, the “Early Termination Payment”). If Tenant timely and properly exercises the Termination Right, then Tenant shall vacate and surrender the Premises and deliver possession thereof to Landlord in the condition required by the terms accordance with Paragraph 35 of this Lease on or before the Early Termination Date and (or such earlier termination date if Tenant shall have no further obligations under this Lease except for those accruing prior timely delivers its termination notice to the Early Termination Date and those which, Landlord pursuant to the terms of this Lease, survive the expiration or early termination of this Lease. If Tenant does not deliver to Landlord the Termination Notice and the Early Termination Payment within the time period provided in this paragraph, Tenant shall be deemed to have waived its Termination Right and the provisions of this Section 39 shall have no further force or effectParagraph 3.4).

Early Termination Right. Tenant shall have the right, subject to the provisions of this Section 39, one time right to terminate this Lease (“Termination Right”) with respect to the entire Premises only ("Termination Right") effective as of July 31, 2021 the last day of the 180th month of the original Base Term (“Early Termination Date”); provided, so long as however that Tenant delivers to Landlord (i) a written notice (“"Termination Notice”), ") of its election to exercise its Termination Right no less than 12 months in advance on or before the expiration of the Early Termination Date168th month of the original Base Term, and (ii) concurrent with Tenant’s delivery to Landlord of the Termination Notice, (x) an amount equal to 6 months of Rent at the amount payable by Tenant as of the date that Tenant delivers the Termination Notice to Landlord, and (y) an early termination payment amount equal to, as calculated by Landlord and provided to the sum of Tenant within 10 business days after Tenant delivers a written request therefor to Landlord, (1) all of the unamortized amount of tenant improvement allowances provided to Tenant in connection with the Building 1 and 2 Tenant Improvement Allowance actually disbursed by Landlord as of Improvements, the Early Termination Date with amortization calculated on a straight line basis from Building 4 Tenant Improvements, the Commencement Date through the Base TermBuilding 5 Improvements and any Expansion Building Tenant Improvements, (2) all of the unamortized third party leasing commissions paid by Landlord in connection with Tenant’s lease of the Premises, and (3) all of the unamortized Rent Abatement provided to Tenant under this Lease as all of the Early Termination Date, with amortization calculated which shall be amortized on a straight line basis from over the Commencement Date through the originally scheduled Base Term, (3) the unamortized amount as of the Early Termination Date of the Additional Tenant Improvement Allowance actually disbursed by Landlord to Tenant, if any, with amortization calculated on a straight line basis from the Commencement Date through the Base Term, (4) the unamortized amount of the Base Rent that would have been payable during the Abatement Period had such amounts not been abated, with amortization calculated on a straight line basis from the Commencement Date through the Base Term, and (5) an amount equal to 4 months of Base Rent that would have been payable for the 4 months immediately following the Early Termination Date Term (collectively, the “"Early Termination Payment”"). If Tenant timely and properly exercises the Termination Right, Tenant shall vacate the entire Premises and deliver possession thereof to Landlord in the condition required by the terms of this Lease on or within 30 days before the Early Termination Date and Tenant shall have no further obligations under this Lease with respect to the Premises except for those accruing prior to the Early Termination Date and those which, pursuant to the terms of this the Lease, survive the expiration or early termination of this Leasethe Lease with respect to the Premises. If Tenant does not deliver to Landlord the Termination Notice and the Early Termination Payment within the time period provided for in this paragraph, Tenant shall be deemed to have waived its Termination Right. Notwithstanding the foregoing, the Termination Right shall be null and the provisions void and of this Section 39 shall have no further force or effecteffect if Tenant exercises any of its Expansion Rights pursuant to Section 39 after the date that is 60 months after the Initial Commencement Date and such Expansion Right is not rescinded by Tenant as specifically permitted pursuant to terms of this Lease. Upon Tenant's request from time to time, Landlord shall provide Tenant with Landlord's estimate of the Early Termination Payment amount.

Early Termination Right. Tenant shall have the right, subject one-time right to terminate the provisions term of this Section 39, to terminate this Lease during the Initial Term effective upon the date (“Termination Right”the "EARLY TERMINATION DATE") with respect to that is later of (x) the entire Premises only as last day of July 31, 2021 the fifth Lease Year or (“Early Termination Date”), so long as y) the date that is nine months after the delivery by Tenant delivers to Landlord (i) a of written notice (“a "TERMINATION NOTICE") to Landlord electing to terminate the Lease prior to the then-scheduled expiration date. The Termination Notice”), Notice must be accompanied by a check payable to Landlord in an amount equal to one half of its election the sum of (A) the unamortized amount (i.e. the amount - 11 - allocable to exercise its Termination Right no less than 12 months in advance the remainder of the initial term of the Lease following on and after the Early Termination Date, ) of (i) the Finish Work Allowance (as defined in Exhibit L) and (ii) concurrent with Tenant’s delivery the brokerage commissions paid by Landlord to the Brokers, in each case amortized in equal monthly installments that would be required to fully amortize the amount (without interest) over 120 months and (B) the product of the Termination Notice to Landlord, an early termination payment equal to then-effective monthly Base Rent times the sum number of (1) months remaining in the unamortized amount of the Tenant Improvement Allowance actually disbursed by Landlord Initial Term as of the Early Termination Date with amortization calculated on a straight line basis from divided by 15 ((A) and (B), together, the Commencement Date through the Base Term, (2) all "TERMINATION PAYMENT"). An example of the unamortized leasing commissions calculation of the Termination Payment is set forth on EXHIBIT O. In no event shall the Termination Payment be equal to an amount less than two times the monthly Base Rent in effect at the time the Termination Notice is given. The other half of the Termination Payment shall be paid by Tenant to Landlord in connection with this Lease as of on or before the date that is 30 days, prior to the Early Termination Date, net of an amount equal to 50% of any cash Security Deposit then held by Landlord (provided that Tenant is not then in default under the lease and that Tenant has not elected to provide a Letter of Credit as security pursuant to Section 15.01), and Landlord shall be permitted to apply fifty percent (50%) of any cash Security Deposit then held by it towards the balance of the Termination Payment. Within 30 days after request by Tenant, which request shall indicate a projected Early Termination Date, Landlord shall notify Tenant of the amount of the Termination Payment that would be payable on such projected date, determined in accordance with amortization calculated this Section. A request for a determination by Landlord of the amount of a Termination Payment shall not constitute a Termination Notice. The Termination Payment shall be in addition to, and not in lieu of, Tenant's obligations to pay rent for the period ending on a straight line basis from the Commencement Date through the Base Term, (3) the unamortized amount as of the Early Termination Date Date. Time is of the Additional essence with regard to the provisions of this Paragraph. Tenant's notice terminating the Lease shall be effective only if such notice is applicable to the entire Premises, is unconditional, is accompanied by one-half of the Termination Payment, and the remainder of the Termination Payment is made in a timely manner. Once given, such termination notice shall be irrevocable. Notwithstanding the foregoing, any exercise by Tenant Improvement Allowance actually disbursed by Landlord of its termination right under this Paragraph shall, at Landlord's election, be void if Tenant is in default hereunder continuing beyond applicable notice or cure period or an event or condition exists which with notice and the passage of time would constitute such a default, provided that, in either case, any such default is with respect to Tenanta payment of Rent or is on account of a breach of the terms and conditions of Section 9.04 or Section 13.01 of this Lease unless Tenant cures such default within the applicable cure period, if any, under this Lease (or unless Tenant otherwise provides Landlord with amortization calculated on a straight line basis from sufficient assurances, as determined in Landlord's sole discretion, that Tenant will complete such cure), either at the Commencement Date through time Tenant elects to terminate the Base TermLease or at the time the Lease would be terminated pursuant to Tenant's election to terminate. If Tenant exercises its termination right hereunder, (4a) the unamortized amount of the Base Rent that would have been payable during the Abatement Period had such amounts not been abated, with amortization calculated on a straight line basis from the Commencement Date through the Base TermTenant's extension option under Section 3.03 and rights pursuant to Article 18 shall be null and void, and (5b) an amount equal to 4 months of Base Rent that would have been payable for the 4 months immediately following the Early Termination Date (collectively, the “Early Termination Payment”). If Tenant timely and properly exercises the Termination Right, Tenant shall vacate peaceably surrender the Premises and deliver possession thereof to Landlord in the condition required by the terms of this Lease on or before the Early Termination Date and Tenant shall have no further obligations under this Lease except for those accruing prior to in accordance with the Early Termination Date and those which, pursuant to the terms of this Lease, survive the expiration or early termination of this Lease. If Tenant does not deliver to Landlord the Termination Notice and the Early Termination Payment within the time period provided in this paragraph, Tenant shall be deemed to have waived its Termination Right and the applicable provisions of this Section 39 shall have no further force or effectthe Lease.

Early Termination Right. Tenant shall have the right, subject to the provisions of this Section 393, to terminate this the Lease (“Termination Right”) with respect to the entire Premises only effective as of July May 31, 2021 (“Early Termination Date”), so long as Tenant delivers to Landlord (ia) a written notice (“Termination Notice”), of its election to exercise its Termination Right no less not later than 12 months in advance of the Early Termination DateJune 1, 2020, and (iib) concurrent with within 5 business days after Tenant’s delivery of the Termination Notice to Landlord, an early termination payment of $419,177.48, which is equal to the sum of (1) the unamortized amount of the Tenant Improvement Allowance actually disbursed by Landlord as of the Early Termination Date with amortization calculated on a straight line basis from the Commencement Date through the Base Term, (2) all of the unamortized leasing commissions paid by Landlord in connection with this Lease as of the Early Termination Date, with amortization calculated on a straight line basis from the Commencement Date through the Base Term, (3) the unamortized amount as of the Early Termination Date of the Additional Tenant Improvement Allowance actually disbursed by Landlord to Tenant, if any, with amortization calculated on a straight line basis from the Commencement Date through the Base Term, (4) the unamortized amount of the Base Rent that would have been payable during the Abatement Period had such amounts not been abated, with amortization calculated on a straight line basis from the Commencement Date through the Base Term, and (5) an amount equal to 4 months of Base Rent that would have been payable for the 4 months immediately month period following the Early Termination Date (collectively, the “Early Termination Payment”). If Tenant timely and properly exercises the Termination RightRight and delivers the Early Termination Payment in accordance with this Section 3, Tenant shall vacate the Premises and deliver possession thereof to Landlord in the condition required by the terms of this the Lease on or before the Early Termination Date and Tenant shall have no further obligations under this the Lease from and after the Early Termination Date except for those accruing prior to the Early Termination Date and those which, pursuant to the terms of this the Lease, survive the expiration or early termination of this the Lease. If Tenant does not deliver Notwithstanding anything to Landlord the Termination Notice and the Early Termination Payment within the time period provided in this paragraphcontrary contained herein, Tenant shall be deemed to have waived may only exercise its Termination Right and the provisions of pursuant to this Section 39 shall have no 4 if Tenant concurrently exercises its Termination Right (as defined in the 11025/11035 Lease) pursuant to that certain Lease 1 Agreement between Landlord and Tenant dated as of March 7, 2012, pertaining to those certain premises more particularly described therein, as amended by that certain First Amendment to Lease dated as of April 24, 2012, as further force or effectamended by that certain Second Amendment to Lease dated as of July 31, 2012, as further amended by that certain Third Amendment to Lease dated as of November 5, 2013, and as further amended by that certain Fourth Amendment to Lease of even date herewith (the “11025/11035 Lease”).

Early Termination Right. Tenant If, at any time prior to termination of the Sublease, Hyatt Hotels Corporation intends to cease using the Building for its principal executive offices (the “Cessation”), then Sublandlord shall deliver written notice thereof (the “Cessation Notice”) to Subtenant and Sublandlord shall designate therein the exact date (the “Cessation Date”) of the Cessation. Subtenant, within the six (6) month period following the later to occur of (a) the Cessation Date designated in the Cessation Notice, and (b) the actual date of Cessation, shall have the right, subject to the provisions of this Section 39, right to terminate this Lease Sublease (“Termination RightOption”) with respect to the entire Premises only as of July 31, 2021 (“Early Termination Date”), so long as Tenant delivers to Landlord (i) a by delivering written notice thereof (“Termination Notice”)) to Sublandlord. The Termination Notice shall designate the termination effective date, of its election to exercise its Termination Right which in no less event shall be earlier than 12 nine (9) months in advance following the date of the Early Termination DateNotice. If Subtenant exercises the Termination Option, (i) Subtenant, no later than the thirtieth (30th) day prior to the termination effective date, shall deliver to Sublandlord a termination fee in an amount equal to the product of six (6) and the monthly Net Rent and Additional Rent payable by Subtenant (without giving effect to any abatement or reduction) for the month preceding the date of delivery of such payment, and (ii) concurrent with Tenant’s delivery of Subtenant shall surrender the Termination Notice to Landlord, an early Subleased Premises on the termination payment equal to the sum of (1) the unamortized amount of the Tenant Improvement Allowance actually disbursed by Landlord as of the Early Termination Date with amortization calculated on a straight line basis from the Commencement Date through the Base Term, (2) all of the unamortized leasing commissions paid by Landlord in connection with this Lease as of the Early Termination Date, with amortization calculated on a straight line basis from the Commencement Date through the Base Term, (3) the unamortized amount as of the Early Termination Date of the Additional Tenant Improvement Allowance actually disbursed by Landlord to Tenant, if any, with amortization calculated on a straight line basis from the Commencement Date through the Base Term, (4) the unamortized amount of the Base Rent that would have been payable during the Abatement Period had such amounts not been abated, with amortization calculated on a straight line basis from the Commencement Date through the Base Term, and (5) an amount equal to 4 months of Base Rent that would have been payable for the 4 months immediately following the Early Termination Date (collectively, the “Early Termination Payment”). If Tenant timely and properly exercises the Termination Right, Tenant shall vacate the Premises and deliver possession thereof to Landlord effective date in the condition required by and in accordance with the terms of this Lease on or before Article 13 of the Early Master Lease. Subtenant shall, after delivery of the Termination Date and Tenant shall have no further obligations under this Lease except for those accruing prior to the Early Termination Date and those whichNotice, pursuant to comply with the terms of this Lease, survive the expiration Sublease until the date of termination as if no such notice had been given. The Termination Option is conditioned upon no monetary or early material non-monetary default beyond all applicable notice and cure periods existing on the date of the Termination Notice or on the termination effective date of this LeaseSublease. If Tenant does not deliver to Landlord Subtenant provides the Termination Notice and fulfills the Early Termination Payment within conditions described above (subject to the time period provided in following sentence), this paragraphSublease shall terminate on the termination effective date. If Subtenant fails to fulfill any of the conditions described above, Tenant Subtenant’s right under this Paragraph 35 shall be deemed terminated. Notwithstanding any termination of this Sublease pursuant to have waived its Termination Right and this Paragraph 35, Subtenant shall continue to be liable to Sublandlord for all rent accruing under the Sublease prior to the termination effective date, the cure of any violations or defaults under this Sublease occurring prior to the date of termination, any indemnities under this Sublease, any provisions of this Section 39 Sublease which expressly survive any termination of this Sublease, any holdover rent payable as a result of failing to vacate the Subleased Premises on or prior to the termination effective date, and any damages suffered by Landlord as a result of failing to vacate the Subleased Premises on or prior to such termination effective date. Sublandlord shall have no further force all rights and remedies under this Sublease and at law or effectin equity with respect to the liabilities described in the preceding sentence. The right of Subtenant under this Paragraph 35 terminates if Subtenant assigns the Sublease, except pursuant to an Exempt Transfer(s).

Early Termination Right. In the event that Tenant shall have the right, subject to the provisions of this Section 39, to terminate this Lease (“Termination Right”) with respect to the entire Premises only as of July 31, 2021 (“Early Termination Date”), so long as Tenant delivers to Landlord (i) a written notice (“Termination Notice”)desires to further expand the Premises in the future and Landlord, or an affiliate of its election Landlord, can not or will not accommodate Tenant’s desired expansion within the Building or the office buildings commonly known as One Xxxxx Center, Two Xxxxx Center or any expansions or additional buildings added to exercise its Termination Right no less than 12 months the Xxxxx Center complex in advance of the Early Termination Date, future and (ii) concurrent with immediately following the Termination Date, as defined in Exhibit “C” attached hereto, Tenant significantly expands Tenant’s delivery operations in the metropolitan area of the City of Houston (i.e, including without limitation the cities reasonably adjacent to the City of Houston, such as the cities of Katy, Sugar Land, Baytown, Pearland, The Woodlands, League City, etc.), in a single office building such that Tenant occupies at least 90% of the total amount of space Tenant then currently leases pursuant to the Lease plus the amount of space Tenant informed Landlord that it desired to expand into within the Xxxxx Center complex, then Tenant shall have an option to terminate the Lease for the entire Premises effective on the last day of the 42nd full month following the Relocation Date in accordance with the terms and conditions of the Termination Notice Option set forth in Exhibit “C” attached hereto. Tenant’s failure to Landlordexpand following the Termination Date shall be deemed a material breach of the Lease and in such case, an early termination payment equal Landlord may retroactively elect to void Tenant’s exercise of the Termination Option, in which case, the Lease shall continue in full force and effect as if the Termination Option was never a part of the Lease and Tenant shall be obligated to pay all amounts due pursuant to the sum of (1) the unamortized amount of the Tenant Improvement Allowance actually disbursed by Landlord as of the Early Termination Date with amortization calculated on a straight line basis Lease from the Commencement Date through the Base Term, (2) all of the unamortized leasing commissions paid by Landlord in connection with this Lease as of the Early Termination Expiration Date, with amortization calculated on a straight line basis from the Commencement Date through the Base Term, (3) the unamortized amount as of the Early Termination Date of the Additional Tenant Improvement Allowance actually disbursed by Landlord to Tenant, if any, with amortization calculated on a straight line basis from the Commencement Date through the Base Term, (4) the unamortized amount of the Base Rent that would have been payable during the Abatement Period had such amounts not been abated, with amortization calculated on a straight line basis from the Commencement Date through the Base Term, and (5) an amount equal to 4 months of Base Rent that would have been payable for the 4 months immediately following the Early Termination Date (collectively, the “Early Termination Payment”). If Tenant timely and properly exercises the Termination Right, Tenant shall vacate the Premises and deliver possession thereof to Landlord in the condition required by the terms of this Lease on or before the Early Termination Date and Tenant shall have no further obligations under this Lease except for those accruing prior to the Early Termination Date and those which, pursuant to the terms of this Lease, survive the expiration or early termination of this Lease. If Tenant does not deliver to Landlord the Termination Notice and the Early Termination Payment within the time period provided in this paragraph, Tenant shall be deemed to have waived its Termination Right and the provisions of this Section 39 shall have no further force or effect.

Early Termination Right. Notwithstanding anything to the contrary in the Lease as heretofore amended and under this Fifth Amendment, Tenant shall have the right, subject to the provisions of this Section 39, right in its sole and absolute discretion to terminate this Lease (“Termination Right”) with respect to the entire Premises only as effective on a date of July Tenant’s choosing which must occur, if at all, on or after December 31, 2021 2019 (“the ”Early Termination Date”), so long as Tenant delivers ) upon prior written notice given to Landlord upon not less that six (i6) a written months prior to the Early Termination Date specified in Tenant’s notice of termination (the “Termination Notice”). In no event shall Tenant have the right to deliver the Termination Notice to Landlord earlier than April 1, 2019. If Tenant elects to give Landlord such a Termination Notice, the Lease shall terminate on the specified Early Termination Date with the same effect as if the Term of its election to exercise its Termination Right no less than 12 months in advance of the Lease had expired on the Early Termination Date, and Tenant agrees to observe all the terms of the Lease regarding vacation and condition of the Premises upon expiration of the Term in any such case. In consideration of the termination right granted to Tenant hereunder, Tenant agrees to pay to Landlord on the date Tenant delivers its Termination Notice a termination fee equal to the aggregate sum of (iia) concurrent with One Hundred Forty‑Six Thousand Eight Hundred Thirty Dollars and Sixty‑Eight Cents ($146,830.68) plus (b) “Unamortized Costs” consisting of the remaining balance of unamortized tenant improvement and leasing commission costs amortized at a rate of 6.0% per annum (collectively the “Termination Fee”). Within thirty (30) days after final completion of Landlord’s Work in the Premises, Landlord shall deliver to Tenant a schedule of the Unamortized Costs applicable to the remainder of the Extension Term. Tenant’s delivery payment of the Termination Notice Fee when and as required under this ¶ 5.1 is an express condition precedent to Landlord, an Tenant’s effective exercise of its termination option hereunder; and if Tenant fails to exercise its early termination right when and as provided hereunder, including timely payment equal to the sum of (1) the unamortized amount of the Termination Fee, Tenant’s exercise of its early termination right shall be void and of no effect, and the Lease shall remain in effect as if Tenant Improvement Allowance actually disbursed by Landlord as had not attempted the exercise of its early termination right. Time is of the Early Termination Date with amortization calculated on a straight line basis from the Commencement Date through the Base Term, (2) all of the unamortized leasing commissions paid by Landlord in connection with this Lease as of the Early Termination Date, with amortization calculated on a straight line basis from the Commencement Date through the Base Term, (3) the unamortized amount as of the Early Termination Date of the Additional Tenant Improvement Allowance actually disbursed by Landlord to Tenant, if any, with amortization calculated on a straight line basis from the Commencement Date through the Base Term, (4) the unamortized amount of the Base Rent that would have been payable during the Abatement Period had such amounts not been abated, with amortization calculated on a straight line basis from the Commencement Date through the Base Term, and (5) an amount equal to 4 months of Base Rent that would have been payable for the 4 months immediately following the Early Termination Date (collectively, the “Early Termination Payment”). If Tenant timely and properly exercises the Termination Right, Tenant shall vacate the Premises and deliver possession thereof to Landlord in the condition required by the terms essence of this Lease on or before the Early Termination Date and Tenant shall have no further obligations under this Lease except for those accruing prior to the Early Termination Date and those which, pursuant to the terms of this Lease, survive the expiration or early termination of this Lease. If Tenant does not deliver to Landlord the Termination Notice and the Early Termination Payment within the time period provided in this paragraph, Tenant shall be deemed to have waived its Termination Right and the provisions of this Section 39 shall have no further force or effect¶ 5.1.

Early Termination Right. Tenant shall have the right, subject to the provisions of this Section 3941, to terminate this Lease (“Termination Right”) with respect to the entire Premises only as on the last day of July 31, 2021 the 60th month after the Commencement Date (“Early Termination Date”), so long as Tenant delivers to Landlord (ia) a written notice (“Termination Notice”), of its election to exercise its Termination Right no less than 12 9 months in advance of the Early Termination Date, and (iib) concurrent with Tenant’s delivery of the Termination Notice to Landlord, an early termination payment equal to the sum of (1i) the unamortized amount of the Tenant Improvement Allowance actually disbursed by Landlord as of the Early Termination Date with amortization calculated on a straight line basis from the Commencement Date through the Base Term, (2) all of the unamortized leasing commissions paid by Landlord in connection with this Lease as of the Early Termination Date, with amortization calculated on a straight line basis from the Commencement Date through the Base Term, (3) the unamortized amount as of the Early Termination Date of the Additional Tenant Improvement Allowance actually disbursed by Landlord to Tenant, if any, with amortization calculated on a straight line basis from the Commencement Date through the Base Term, (4) the unamortized amount of the Base Rent that would have been payable during the Abatement Period had such amounts not been abated, with amortization calculated on a straight line basis from the Commencement Date through the Base Term, and (5) an amount equal to 4 months of Base Rent that would have been payable for the 4 months 6 month period immediately following the Early Termination Date Date, plus (ii) the unamortized amount of the Excess TI Costs Allowance with interest as provided in Section 4(b) (collectively, the “Early Termination Payment”). If Tenant timely and properly exercises the Termination RightRight and delivers the Early Termination Payment, Tenant shall vacate the Premises and deliver possession thereof to Landlord in the condition required by the terms of this Lease on or before the Early Termination Date and Tenant shall have no further obligations under this Lease after the Early Termination Date except for those accruing prior to the Early Termination Date and those which, pursuant to the terms of this Lease, survive the expiration or early termination of this Lease. If Tenant (i) exercises its Right of First Refusal pursuant to Section 39(a), or (ii) does not deliver to Landlord the Termination Notice and the Early Termination Payment within the time period provided in this paragraph, Tenant shall be deemed to have waived its Termination Right and the provisions of this Section 39 41 shall have no further force or effect.

Early Termination Right. Provided that Exelixis, Inc. has not assigned this Lease other than to a Permitted Transferee (it being intended that all rights pursuant to this provision are and shall be personal to the original Tenant under this Lease and shall not be transferable or exercisable for the benefit of any Transferee other than a Permitted Transferee), and provided that an Event of Default hereunder is not continuing at the time of exercise, Tenant shall have the right, subject one-time right to elect to have the Term expire on a date stated in Tenant’s written notice to Landlord as provided below (but in no event prior to the provisions end of this Section 39the one hundred eightieth (180th) month after the Term Commencement) (the “Termination Date”) instead of the Term Expiration specified in the Basic Lease Information, by giving written notice to Landlord of the exercise of such termination option at least twelve (12) months prior to the end of the one hundred eightieth (180th) month after the Term Commencement and paying to Landlord, not later than six (6) months prior to the Termination Date, the amount of the unamortized portion (as of the Termination Date) of the Allowance and, if applicable, the Landlord’s Excess Development Costs (such amortization to be calculated as a monthly amortization at 8% per annum in accordance with the amortization schedule attached hereto as Exhibit J) as consideration for the early termination of the Lease. Tenant shall have such option to terminate only if such option is exercised precisely in the manner provided herein (the "Termination Payment"). Upon timely and proper exercise of such option and the timely payment of the Termination Payment, the Term shall expire on the Termination Date, with the same force and effect as if the Lease were amended to provide for the Term to expire on the Termination Date instead of the Term Expiration specified on the Basic Lease Information. If Tenant has not delivered written notice to Landlord of the exercise of such termination option at least twelve (12) months prior to the end of the one hundred eightieth (180th) month after the Term Commencement or timely delivered the Termination Payment to Landlord, then the right to terminate this Lease (“pursuant to this Section 2(b) shall be null and void. Notwithstanding any of the foregoing, if an Event of Default exists on the Termination Right”) Date, then, at Landlord’s sole option, the Lease will not terminate but will remain in full force and effect until such Event of Default is cured, subject to Landlord’s rights and remedies with respect to such (and any other) Event of Default. Promptly upon the entire Premises only as request of July 31either party, 2021 (“Early the other party will confirm that the Event of Default has been cured and the Lease has been terminated. If an Event of Default exists on the Termination Date”Date and Landlord does not elect to terminate this Lease pursuant to Section 14(b), so long as Tenant delivers to Landlord (i) a written notice (“Termination Notice”)shall retain its rights and obligations under this lease, including the payment of its election to exercise its Termination Right no less than 12 months in advance of the Early Termination DateRent, and (ii) concurrent with Tenant’s delivery of provided that the Termination Notice to Landlord, an early termination payment equal to Payment shall be applied against the sum of (1) the unamortized amount of the Tenant Improvement Allowance actually disbursed by Landlord as of the Early Termination Date with amortization calculated on a straight line basis from the Commencement Date through the Base Term, (2) all of the unamortized leasing commissions paid by Landlord in connection with this Lease as of the Early Termination Date, with amortization calculated on a straight line basis from the Commencement Date through the Base Term, (3) the unamortized amount as of the Early Termination Date of the Additional Tenant Improvement Allowance actually disbursed by Landlord to Tenant, if any, with amortization calculated on a straight line basis from the Commencement Date through the Base Term, (4) the unamortized amount components of the Base Rent consisting of the unamortized portion of the Allowance and Landlord’s Excess Development Costs that would have been payable during the Abatement Period had such amounts not been abated, with amortization calculated on a straight line basis from the Commencement Date through the Base Term, and (5) an amount equal to 4 months of are included in monthly Base Rent that would have been payable for after the 4 months immediately following the Early Termination Date (collectively, the “Early Termination Payment”). If Tenant timely and properly exercises the Termination Right, Tenant shall vacate the Premises and deliver possession thereof to Landlord in the condition required by the terms of this Lease on or before the Early scheduled Termination Date and Tenant shall have no further obligations under until this Lease except for those accruing prior to the Early Termination Date and those which, is terminated pursuant to the terms set forth above following Tenant's cure of this Lease, survive the expiration or early termination Event of this Lease. If Tenant does not deliver to Landlord the Termination Notice and the Early Termination Payment within the time period provided in this paragraph, Tenant shall be deemed to have waived its Termination Right and the provisions of this Section 39 shall have no further force or effectDefault.

Early Termination Right. Tenant shall have the right, subject to the provisions of this Section 3942, to terminate this Lease (“Termination Right”) with respect to the entire Premises only as on the last day of July 31, 2021 the 84th full calendar month after the Commencement Date (“Early Termination Date”), so long as (a) Tenant delivers to Landlord (i) a written notice (“Termination Notice”), of its election to exercise its Termination Right no less than 12 9 months in advance of the Early Termination Date, and (iib) concurrent with Tenant’s delivery of the a Termination Notice to Landlord, an early Tenant delivers a termination payment equal to Landlord in the sum of (1) the unamortized amount of the Tenant Improvement Allowance actually disbursed by Landlord as of the Early Termination Date with amortization calculated on a straight line basis from the Commencement Date through the Base Term, Seven Million Five Hundred Thousand Dollars (2$7,500,000.00) all of the unamortized leasing commissions paid by Landlord in connection with this Lease as of the Early Termination Date, with amortization calculated on a straight line basis from the Commencement Date through the Base Term, (3) the unamortized amount as of the Early Termination Date of the Additional Tenant Improvement Allowance actually disbursed by Landlord to Tenant, if any, with amortization calculated on a straight line basis from the Commencement Date through the Base Term, (4) the unamortized amount of the Base Rent that would have been payable during the Abatement Period had such amounts not been abated, with amortization calculated on a straight line basis from the Commencement Date through the Base Term, and (5) an amount equal to 4 months of Base Rent that would have been payable for the 4 months immediately following the Early Termination Date (collectively, the “Early Termination Payment”). If Tenant timely and properly exercises the Termination RightRight by delivery of a Termination Notice and the Termination Payment to Landlord, then Tenant shall vacate the Premises and deliver possession thereof to Landlord in the condition required by the terms of this Lease on or before the Early Termination Date and Tenant shall have no further obligations under this Lease after the Early Termination Date except for those accruing prior to the Early Termination Date and those which, pursuant to the terms of this Lease, survive the expiration or early termination of this Lease. If For the avoidance of doubt, if Tenant does not deliver elects to Landlord terminate the Termination Notice and Lease pursuant to this Section 42, then, on or before the Early Termination Payment within the time period provided in this paragraphDate, Tenant shall be deemed required to have waived its pay to Landlord all remaining Additional Rent due for the balance of the Base Term pursuant to Section 4(b) (not including interest for any period following the Early Termination Right and the provisions of this Section 39 shall have no further force or effectDate).

Early Termination Right. Tenant shall have the right, subject to the provisions of this Section 39, one-time right to terminate this the Lease effective as of December 31, 2018 (the “Termination Right”) with respect to the entire Premises only as of July 31, 2021 (“Early Termination Effective Date”), so long as Tenant delivers by giving written notice to Landlord (i) a written notice (the “Termination Notice”) no later than December 31, 2017 (the “Termination Notice Deadline”). The Termination Notice shall be accompanied by payment to Landlord, by wire transfer of immediately available federal funds, of an amount equal to Two Hundred Fifteen Thousand Three Hundred Thirty Dollars ($215,330.00) (the “Termination Fee”), provided, however, that no Termination Fee shall be required if Tenant and Landlord (or an affiliate of Landlord) execute and deliver a new lease on terms and conditions acceptable to both Tenant and Landlord (or Landlord’s affiliate), each in its election to exercise its Termination Right no sole and absolute discretion, for premises containing rentable square footage greater than that of the Premises and for a term of not less than 12 months 5 years. Neither Landlord (nor an affiliate of Landlord) nor Tenant shall have any obligation to enter into a new lease pursuant to the immediately preceding sentence. Such termination shall, if the Termination Notice is properly delivered in advance accordance with Section 41(a) of the Early Lease and the Termination Fee is paid therewith if required as aforesaid, become effective on the Termination Effective Date, and (ii) concurrent with Tenant’s delivery of the Termination Notice to Landlord, an early termination payment equal to the sum of (1a) the unamortized amount of Security Deposit shall be returned to Tenant subject to and in accordance with the Tenant Improvement Allowance actually disbursed by Landlord as of the Early Termination Date with amortization calculated on a straight line basis from the Commencement Date through the Base Term, (2) all of the unamortized leasing commissions paid by Landlord in connection with this Lease as of the Early Termination Date, with amortization calculated on a straight line basis from the Commencement Date through the Base Term, (3) the unamortized amount as of the Early Termination Date of the Additional Tenant Improvement Allowance actually disbursed by Landlord to Tenant, if any, with amortization calculated on a straight line basis from the Commencement Date through the Base Term, (4) the unamortized amount of the Base Rent that would have been payable during the Abatement Period had such amounts not been abated, with amortization calculated on a straight line basis from the Commencement Date through the Base TermLease, and (5b) an amount equal to 4 months of Base Rent that would have been payable for the 4 months immediately following the Early Termination Date (collectively, the “Early Termination Payment”). If Tenant timely and properly exercises the Termination Right, Tenant shall vacate the Premises and deliver possession thereof to neither Landlord in the condition required by the terms of this Lease on or before the Early Termination Date and nor Tenant shall have no any further rights, duties or obligations under this Lease except for those accruing prior to the Early Termination Date and those which, pursuant to the terms of this Lease, except with respect to provisions which survive the expiration or early termination of this the Lease. If Tenant does not deliver to Landlord the Termination Notice and the Early Termination Payment within the time period provided in this paragraph000 Xxxxxxxxxx Xxxxxx, Tenant shall be deemed to have waived its Termination Right and the provisions of this Section 39 shall have no further force or effect.Xxxxxxxxx, XX Epizyme, Inc.

Early Termination Right. Tenant shall have the right, subject to the provisions of this Section 39, a one-time right to terminate this Lease (the “Termination Right”) with respect to effective as 11:59 p.m. on the entire Premises only as last day of July 31, 2021 the thirty-ninth (39th) month after Commencement Date (the “Early Termination Date”), so long as ) provided that: (a) no Event of Default has occurred under this Lease; (b) Tenant delivers to Landlord (i) a written notice (“Termination Notice”), of its election to Tenant’s exercise its Termination Right no less than 12 months in advance of the Early Termination Date, and Right no later than six (ii6) concurrent with Tenant’s delivery of the Termination Notice months prior to Landlord, an early termination payment equal to the sum of (1) the unamortized amount of the Tenant Improvement Allowance actually disbursed by Landlord as of the Early Termination Date with amortization calculated on a straight line basis from the Commencement Date through the Base Term, (2) all of the unamortized leasing commissions paid by Landlord in connection with this Lease as of the Early Termination Date; and (c) Tenant delivers to Landlord, together with amortization calculated on a straight line basis from the Commencement Date through the Base Term, (3) the unamortized amount as of its written exercise the Early Termination Date of the Additional Tenant Improvement Allowance actually disbursed by Landlord to Tenant, if any, with amortization calculated on a straight line basis from the Commencement Date through the Base Term, (4) the unamortized amount of the Base Rent that would have been payable during the Abatement Period had such amounts not been abated, with amortization calculated on a straight line basis from the Commencement Date through the Base Term, and (5) an amount equal to 4 months of Base Rent that would have been payable for the 4 months immediately following the Early Termination Date (collectivelyRight, the “Early Termination Payment”)Landlord’s Unamortized Transaction Costs. If Tenant timely and properly exercises satisfies each of the Termination Rightforegoing obligations, Tenant shall vacate the Premises and deliver possession thereof to Landlord in the condition required by the terms of then this Lease on or before shall terminate as of the Early Termination Date and Tenant shall satisfy all of its obligations hereunder with respect to the surrender and delivery of the Premises to Landlord. If Tenant exercises the Early Termination Right as aforesaid prior to the exercise by Tenant of any of its rights under Section 27.1 or 27.2 above, then Tenant shall have no further obligations right to exercise its rights under this Lease except for those accruing prior to the Early Termination Date Section 27.1 and those which27.2 above, pursuant to the terms of this Lease, survive the expiration or early termination of this Lease. If Tenant does not deliver to Landlord the Termination Notice and the Early Termination Payment within the time period provided in this paragraph, Tenant which rights shall be deemed to have waived its Termination Right void and the provisions of this Section 39 shall have no further force or effect. If Tenant exercises its right to expand the Premises to include all or any portion of the Expansion Space pursuant to Section 27.1 or exercises the ROFO pursuant to Section 27.2 prior to electing to exercise the Early Termination Right, then this Section 27.3 shall become immediately void and of no further force or effect and Tenant shall have no right to exercise the Early Termination Right.

Early Termination Right. Tenant shall have the right, subject to the provisions of this Section 3941, to terminate this Lease (“Termination Right”) with respect to the entire Premises only as of July 31, 2021 expiration of the 84th month after the Commencement Date (“Early Termination Date”), so long as Tenant delivers to Landlord (i) a written notice (“Termination Notice”), of its election to exercise its Termination Right no less than 12 6 months in advance of the Early Termination Date, and (ii) concurrent with Tenant’s delivery to Landlord of the Termination Notice to Landlorddelivers, an early termination payment equal to the sum of (1) the unamortized amount of the Tenant Improvement TI Allowance actually disbursed by Landlord as of the Early Termination Date with amortization calculated on a straight line basis from the Commencement Date through the Base Termprovided to Tenant, (2) all of the unamortized leasing commissions paid by Landlord in connection with this Lease as of the Early Termination Date, with amortization calculated on a straight line basis from the Commencement Date through the Base TermLease, (3) the unamortized an amount as of the Early Termination Date of the Additional Tenant Improvement Allowance actually disbursed by Landlord equal to Tenant, if any, with amortization calculated on a straight line basis from the Commencement Date through the Base Term, (4) the unamortized amount of the Abated Base Rent that would have been payable during the Abatement Period had such amounts not been abated, with amortization calculated on a straight line basis from the Commencement Date through the Base Termand Abated Operating Expenses provided to Tenant under this Lease, and (54) an amount equal to 4 6 months of Base Rent that would have been payable for the 4 months immediately following as of the Early Termination Date (collectively, the “Early Termination Payment”). Upon written request from Tenant delivered no earlier than 12 months prior to the Early Termination Date, Landlord shall, within 30 days of such request, provide Tenant with a written notice setting forth the calculations of the amounts due under the preceding sentence (“Landlord’s Early Termination Fee Notice”). If Tenant timely and properly exercises the Termination Right, Tenant shall vacate the Premises and deliver possession thereof to Landlord in the condition required by the terms of this Lease on or before the Early Termination Date and Tenant shall have no further obligations under this Lease except for those accruing prior to the Early Termination Date and those which, pursuant to the terms of this Lease, survive the expiration or early termination of this Lease. If Provided Landlord has delivered Landlord’s Early Termination Fee Notice within the time required, in the event that Tenant does not deliver to Landlord the Termination Notice and the Early Termination Payment within the time period provided in this paragraph, Tenant shall be deemed to have waived its Termination Right and the provisions of this Section 39 41 shall have no further force or effect.

Early Termination Right. Tenant shall have the right, subject to the provisions of this Section 3942, to terminate this Lease (“Termination Right”) with respect to the entire Premises only as on the last day of July 31, 2021 the 36th month after the Rent Commencement Date (“Early Termination Date”), so long as Tenant delivers to Landlord (ia) a written notice (“Termination Notice”), of its election to exercise its Termination Right no less than 12 9 months in advance of the Early Termination Date, and (iib) concurrent with Tenant’s delivery of the Termination Notice to Landlord, an early termination payment equal to the sum of (1i) $350,000, plus (ii) the unamortized amount of the Tenant Improvement Allowance actually disbursed by Landlord with interest as of the Early Termination Date with amortization calculated on a straight line basis from the Commencement Date through the Base Term, (2provided in Section 4(b) all of the unamortized leasing commissions paid by Landlord in connection with this Lease as of the Early Termination Date, with amortization calculated on a straight line basis from the Commencement Date through the Base Term, (3) the unamortized amount as of the Early Termination Date of the Additional Tenant Improvement Allowance actually disbursed by Landlord to Tenant, if any, with amortization calculated on a straight line basis from the Commencement Date through the Base Term, (4) the unamortized amount of the Base Rent that would have been payable during the Abatement Period had such amounts not been abated, with amortization calculated on a straight line basis from the Commencement Date through the Base Term, and (5) an amount equal to 4 months of Base Rent that would have been payable for the 4 months immediately following the Early Termination Date (collectively, the “Early Termination Payment”). If Tenant timely and properly exercises the Termination RightRight and delivers the Early Termination Payment, Tenant shall vacate the Premises and deliver possession thereof to Landlord in the condition required by the terms of this Lease on or before the Early Termination Date and Tenant shall have no further obligations under this Lease after the Early Termination Date except for those accruing prior to the Early Termination Date and those which, pursuant to the terms of this Lease, survive the expiration or early termination of this Lease. If Tenant (i) exercises its Right of First Refusal pursuant to Section 39(a), or (ii) does not deliver to Landlord the Termination Notice and the Early Termination Payment within the time period provided in this paragraph, Tenant shall be deemed to have waived its Termination Right and the provisions of this Section 39 42 shall have no further force or effect.