Common use of Fair Market Rent Clause in Contracts

Fair Market Rent. In the event that it becomes necessary to determine the Fair Market Rent of any Facility for any purpose of this Master Lease, and the parties cannot agree among themselves on such Fair Market Rent within twenty (20) days after the first request made by one of the parties to do so, then either party may notify the other of a person selected to act as appraiser (such person, and each other person selected as provided herein, an “Appraiser”) on its behalf. Within fifteen (15) days after receipt of any such Notice, the other party shall by notice to the first party appoint a second person as Appraiser on its behalf. The Appraisers thus appointed, each of whom must be a member of The Appraisal Institute/American Institute of Real Estate Appraisers (or any successor organization thereto, or, if no such organization exists, a similarly nationally recognized real estate appraisal organization) with at least ten (10) years of experience appraising properties similar to the Facilities, shall, within forty-five (45) days after the date of the notice appointing the first appraiser, proceed to appraise the applicable Facility to determine the Fair Market Rent thereof as of the relevant date; provided, that if one Appraiser shall have been so appointed, or if two Appraisers shall have been so appointed but only one such Appraiser shall have made such determination within fifty (50) days after the making of the initial appointment, then the determination of such Appraiser shall be final and binding upon the parties. If two (2) Appraisers shall have been appointed and shall have made their determinations within the respective requisite periods set forth above and if the difference between the amounts so determined shall not exceed ten percent (10%) of the lesser of such amounts, then the Fair Market Rent shall be an amount equal to fifty percent (50%) of the sum of the amounts so determined. If the difference between the amounts so determined shall exceed ten percent (10%) of the lesser of such amounts, either party may request the appointment of Experts pursuant to Article XXXIV.

Fair Market Rent. In the event that it becomes necessary to determine the Fair Market Rent of any Facility Demised Premises for any purpose of this Master Lease, and the parties cannot agree among amongst themselves on such Fair Market Rent value within twenty (20) days after the first request made by one of the parties to do so, then either party may notify the other of a person selected to act as appraiser (such person, and each other person selected as provided herein, an “Appraiser”) on its behalf. Within fifteen (15) days after receipt of any such Notice, the other party shall by notice to the first party appoint a second person as Appraiser on its behalf. The Appraisers thus appointed, each of whom must be a member of The Appraisal Institute/American Institute of Real Estate Appraisers (or any successor organization thereto, or, if no such organization exists, a similarly nationally recognized real estate appraisal organization) with at least ten (10) years of experience appraising properties similar to the FacilitiesDemised Premises, shall, within forty-five (45) days after the date of the notice appointing the first appraiser, proceed to appraise the applicable Facility Demised Premises to determine the Fair Market Rent thereof as of the relevant date; provided, that if one Appraiser shall have been so appointed, or if two Appraisers shall have been so appointed but only one such Appraiser shall have made such determination within fifty (50) days after the making of the initial appointment, then the determination of such Appraiser shall be final and binding upon the parties. If two (2) Appraisers shall have been appointed and shall have made their determinations within the respective requisite periods set forth above and if the difference between the amounts so determined shall not exceed ten percent (10%) of the lesser of such amounts, then the Fair Market Rent shall be an amount equal to fifty percent (50%) of the sum of the amounts so determined. If the difference between the amounts so determined shall exceed ten percent (10%) of the lesser of such amounts, then such two (2) Appraisers shall have twenty (20) days to appoint a third (3rd) Appraiser, but if such Appraisers fail to do so, then either party may request the American Arbitration Association or any successor organization thereto to appoint an Appraiser within twenty (20) days of such request, and both parties shall be bound by any appointment so made within such twenty (20)-day period. If no such Appraiser shall have been appointed within such twenty (20) days or within ninety (90) days of the original request for a determination of Fair Market Rent, whichever is earlier, either Landlord or Tenant may apply to any court having jurisdiction to have such appointment made by such court. Any Appraiser appointed by the original Appraisers, by the American Arbitration Association or by such court shall be instructed to determine the Fair Market Rent within thirty (30) days after appointment of Experts pursuant such Appraiser. The determination of the appraiser which differs most in terms of dollar amount from the determination of the other two Appraisers shall be excluded, and fifty percent (50%) of the sum of the remaining two determinations shall be final and binding upon Landlord and Tenant as the Fair Market Rent for such interest. This provision for determination by appraisal shall be specifically enforceable to Article XXXIVthe extent such remedy is available under applicable law, and any determination hereunder shall be final and binding upon the parties except as otherwise provided by applicable law. Landlord and Tenant shall each pay the fees and expenses of the Appraiser appointed by it and their own legal fees, and each shall pay one-half of the fees and expenses of the third Appraiser and one-half (1/2) of all other cost and expenses incurred in connection with each appraisal.

Fair Market Rent. With respect to the determination of the initial Base Rent for an Extension Period, if the parties are unable to agree upon an initial Base Rent that, taking into account the length of the Extension Period and the adjustments to the Base Rent during the Extension Period anticipated under Section 2.01, results in fair market rent for the Extension Period (such initial Base Rent, the “FMV Base Rent”), then an independent MAI Appraiser (defined below) selected by agreement of the parties within ten (10) days of said request shall prepare a determination of the FMV Base Rent. In making such determination, the appraiser shall consider rentals received in the general market area in which the Property Location is located for similar buildings of comparable characteristics, including, but not limited to, comparable lease terms, age, condition and classification. If within ten (10) business days after being notified of the results of such appraisal, Landlord and/or Tenant elects to reject that determination, then each of the parties shall name an additional independent MAI Appraiser within ten (10) days after such rejection. In the event that it becomes necessary the appraisers so named together with the originally named appraiser are unable to determine agree on an FMV Base Rent then the Fair Market Rent determination shall be the amount agreed upon by the majority of any Facility for any purpose of this Master Lease, said appraisers and reported to the parties cannot agree among themselves on such Fair Market Rent within twenty ten (2010) days thereafter. In the event the parties are unable to select the appraiser in the first instance, each shall select one appraiser within ten (10) days after the first request period for having agreed, and those two appraisers shall select a third appraiser (in absence of agreement as to the selection of said third independent appraiser, such selection shall be made by one a mediation process reasonably agreed upon by the parties or in absence of the parties to do sosame, then either party may notify by a court of competent jurisdiction). The costs and expenses of such appraisal, including the other fees of a person selected to act the appraiser or appraisers, shall be divided equally between Tenant and Landlord. The determination of the majority of the appraisers as appraiser (such person, and each other person selected as provided herein, an “Appraiser”) on its behalf. Within fifteen (15) days after receipt of any such Notice, the other party shall by notice to the first party appoint a second person as Appraiser on its behalfFMV Base Rent shall be conclusive upon the parties and judgment upon the same may be entered in any court having jurisdiction thereof. The Appraisers thus appointedFor purposes of this Section 31.24, “MAI Appraisers” shall mean firms or individuals, each of whom must be a member of The Appraisal Institute/American Institute of Real Estate Appraisers (or any successor organization thereto, or, if no such organization exists, a similarly nationally recognized real estate appraisal organization) with at least shall have not less than ten (10) years of experience in appraising properties similar to the Facilitiesretail commercial real estate, shall, within forty-five (45) days after the date preferably in areas where a majority of the notice appointing Property Locations are situated. The determination of the FMV Base Rent hereunder shall be made on a Property Location-by-Property Location basis, and the initial Base Rent for such Extension Period shall reflect the FMV Base Rents as determined hereunder for the Property Locations with respect to which the related Extension Option was exercised. For purposes of this Section 31.24, “initial Base Rent” shall mean the annual Base Rent in effect during the Extension Period until the first appraiser, proceed to appraise the applicable Facility to determine the Fair Market Rent thereof as of the relevant date; provided, that if one Appraiser shall have been so appointed, or if two Appraisers shall have been so appointed but only one Adjustment Date during such Appraiser shall have made such determination within fifty (50) days after the making of the initial appointment, then the determination of such Appraiser shall be final and binding upon the parties. If two (2) Appraisers shall have been appointed and shall have made their determinations within the respective requisite periods set forth above and if the difference between the amounts so determined shall not exceed ten percent (10%) of the lesser of such amounts, then the Fair Market Rent shall be an amount equal to fifty percent (50%) of the sum of the amounts so determined. If the difference between the amounts so determined shall exceed ten percent (10%) of the lesser of such amounts, either party may request the appointment of Experts pursuant to Article XXXIVExtension Period.

Fair Market Rent. In If Tenant shall dispute Landlord’s determination of the event that it becomes necessary Fair Market Rent, Tenant shall give notice to determine Landlord of such dispute within 10 days of Tenant’s receipt of Landlord’s notice of Landlord’s calculation of the Fair Market Rent, and, if the parties are unable to resolve such dispute within a further period of 20 days, such dispute shall be determined by a single arbitrator appointed in accordance with the American Arbitration Association Real Estate Valuation Arbitration Proceeding Rules. The arbitrator shall be impartial and shall have not less than then 10 years’ experience in the City of New York in a calling related to the leasing of commercial office space in office buildings comparable to the Building, and the fees of the arbitrator shall be shared equally by Landlord and Tenant. Within 15 days following the appointment of the arbitrator, Landlord and Tenant shall attend a hearing before the arbitrator at which each party shall submit a report setting forth its determination of the Fair Market Rent of any Facility for any purpose the Premises as of this Master Leasethe commencement of the Renewal Term, together with such evidence as each such party shall deem relevant. If either party fails to submit its determination, then the arbitrator shall select the determination that was submitted. The arbitrator shall, within 30 days following such hearing and submission of evidence, render his or her decision by selecting the parties cannot agree among themselves on such determination of Fair Market Rent within twenty (20) days after submitted by either Landlord or Tenant which, in the first request made by one judgment of the parties to do soarbitrator, then either party may notify the other of a person selected to act as appraiser (such person, and each other person selected as provided herein, an “Appraiser”) on its behalf. Within fifteen (15) days after receipt of any such Notice, the other party shall by notice to the first party appoint a second person as Appraiser on its behalf. The Appraisers thus appointed, each of whom must be a member of The Appraisal Institute/American Institute of Real Estate Appraisers (or any successor organization thereto, or, if no such organization exists, a similarly nationally recognized real estate appraisal organization) with at least ten (10) years of experience appraising properties similar to the Facilities, shall, within forty-five (45) days after the date of the notice appointing the first appraiser, proceed to appraise the applicable Facility to determine most nearly reflects the Fair Market Rent thereof as of the relevant date; provided, that if one Appraiser Premises for the Renewal Term. The arbitrator shall have been so appointedno power or authority to select any Fair Market Rent other than a Fair Market Rent submitted by Landlord or Tenant, or if two Appraisers shall have been so appointed but only one such Appraiser shall have made such determination within fifty (50) days after and the making decision of the initial appointment, then the determination of such Appraiser arbitrator shall be final and binding upon the partiesLandlord and Tenant. If two (2) Appraisers shall have been appointed and shall have made their determinations within the respective requisite periods set forth above and if the difference between the amounts so determined shall not exceed ten percent (10%) of the lesser of such amounts, then the Fair Market Rent shall be an not have been determined by the Renewal Term Commencement Date, Tenant shall pay Base Rent in the amount equal to fifty percent Landlord’s determination of Fair Market Rent submitted to Tenant pursuant to Section 28.02 until the Fair Market Rent shall have been determined by the arbitrator. Upon any such determination, the Base Rent for the Premises shall be retroactively adjusted (50%without interest) of to the sum of the amounts so determined. If the difference Renewal Term Commencement Date between the amounts so determined shall exceed ten percent (10%) of the lesser of such amounts, either party may request the appointment of Experts pursuant to Article XXXIVparties.

Fair Market Rent. In the event that If it becomes necessary to determine the Fair Market Rent of any Facility for any purpose of under this Master Lease, and the parties cannot agree among themselves on party required or permitted to give Notice of such Fair Market Rent within twenty (20) days after required determination shall include in the first request made by one of Notice the parties to do so, then either party may notify the other name of a person selected to act as appraiser (such person, and each other person selected as provided herein, an “Appraiser”) on its behalf. Within fifteen ten (1510) days after receipt of any such Notice, the party receiving such Notice shall give Notice to the other party shall by notice of its selection of a person to the first party appoint a second person act as Appraiser appraiser on its behalf. The Appraisers appraisers thus appointed, each of whom must be a member of The the Appraisal Institute/American Institute of Real Estate Appraisers (or any successor organization thereto, or, if no such organization exists, a similarly nationally recognized real estate appraisal organization) with at least ten (10) years of experience and experienced in appraising properties facilities used for purposes similar to the Primary Intended Use of the Facilities, shall, within forty-five (45) days after the date of the notice Notice appointing the first appraiser, proceed to appraise the applicable Facility Leased Property or Leased Properties, as the case may be, to determine the Fair Market Rent thereof as of the relevant date (giving effect to the impact, if any, of inflation between the date of their decision and the relevant date); provided, however, that if only one Appraiser shall have appraiser has been so appointed, or if two Appraisers shall appraisers have been so appointed but only one such Appraiser shall have appraiser has made such determination within fifty (50) days after the making date of the initial appointmentNotice appointing the first appraiser, then the determination of such Appraiser appraiser shall be final and binding upon the parties. To the extent consistent with sound appraisal practice at the time of any such appraisal, such appraisal shall be made on a basis consistent with the basis on which the Leased Property or Leased Properties were appraised for purposes of determining its fair market value at the time of Lessor’s acquisition thereof. If two (2) Appraisers shall appraisers have been appointed and shall have made their determinations within the respective requisite periods set forth above above, and if the difference between the amounts so determined shall does not exceed ten percent (10%) of the lesser of such amounts, then the Fair Market Rent shall be an amount equal to fifty percent (50%) of the sum of the amounts so determined. If the difference between the amounts so determined shall exceed exceeds ten percent (10%) of the lesser of such amounts, then such two appraisers shall within twenty (20) days appoint a third appraiser. If no such appraiser is appointed within such twenty (20) days or within ninety (90) days of the date of the Notice appointing the first appraiser, whichever is earlier, either party Lessor or Lessee may request apply to any court having jurisdiction to have such appointment made by such court. Any appraiser appointed by the original appraisers or by such court shall be instructed to determine the Fair Market Rent within forty-five (45) days after appointment of Experts pursuant such appraiser. The determination of the appraiser which differs most in terms of dollar amount from the determinations of the other two appraisers shall be excluded, and the average of the remaining two determinations shall be final and binding upon Lessor and Lessee as the Fair Market Rent of the Leased Property or Leased Properties, as the case may be. If the Fair Market Rent is being determined for more than one year, the Fair Market Rent may include such annual increases, if any, as the appraisers determine to Article XXXIVbe in accordance with the terms of this Lease.

Fair Market Rent. In With respect to the event that it becomes necessary determination of the initial Base Annual Rental for an Extension Term, if the parties are unable to determine agree upon the Fair Market Rent of any Facility the Properties for any purpose the first year of this Master Leasethe Extension Term, and then an independent MAI appraiser selected by agreement of the parties canwithin ten (10) days of said request shall prepare a determination of the Fair Market Rent. In making such determination, the appraiser shall consider rentals received in the general market areas in which the Properties are located for similar buildings of comparable characteristics, including, but not limited to, comparable lease terms, age, condition and classification. If within ten (10) business days after being notified of the results of such appraisal, either party elects to reject that determination, then each of the parties shall name an additional independent MAI appraiser within ten (10) days after such rejection. In the event the appraisers so named together with the originally named appraiser are unable to agree among themselves on such Fair Market Rent, then Fair Market Rent shall be determined by the majority of said appraisers and reported to the parties within twenty ten (2010) days thereafter and such determination shall be conclusive and binding upon the parties and judgment upon the same may be entered in any court having jurisdiction thereof. In the event the parties are unable to select the appraiser referred to in the first sentence of this subsection (b), each party shall select one appraiser within ten (10) days after the first request made by one of the parties to do so, then either party may notify the other of a person selected to act as appraiser (such person, and each other person selected as provided herein, an “Appraiser”) on its behalf. Within fifteen (15) days after receipt of any such Notice, the other party shall by notice to the first party appoint a second person as Appraiser on its behalf. The Appraisers thus appointed, each of whom must be a member of The Appraisal Institute/American Institute of Real Estate Appraisers (or any successor organization thereto, or, if no such organization exists, a similarly nationally recognized real estate appraisal organization) with at least ten (10) years day period referred to in such first sentence, and those two appraisers shall select a third appraiser. In the absence of experience appraising properties similar an agreement as to the Facilitiesselection of said third appraiser, shall, within forty-five either party may apply to the American Arbitration Association (45the “AAA”) days after the date for appointment of the notice appointing independent appraiser pursuant to the first appraiser, proceed to appraise AAA Arbitrator Select List and Appointment Process (or any replacement process adopted by the applicable Facility to determine the Fair Market Rent thereof as AAA). The determination of the relevant date; provided, that if one Appraiser shall have been so appointed, or if two Appraisers shall have been so appointed but only one such Appraiser shall have made such determination within fifty (50) days after the making majority of the initial appointment, then the determination of such Appraiser shall be final and binding upon the parties. If two (2) Appraisers shall have been appointed and shall have made their determinations within the respective requisite periods set forth above and if the difference between the amounts so determined shall not exceed ten percent (10%) of the lesser of such amounts, then appraisers as to the Fair Market Rent shall be an amount equal to fifty percent (50%) conclusive and binding upon the parties and judgment upon the same may be entered in any court having jurisdiction thereof. The costs and expenses of the sum appraisers selected pursuant to this Section 4.03, and any fees of the amounts so determined. If the difference AAA, shall be divided equally between the amounts so determined shall exceed ten percent (10%) of the lesser of such amounts, either party may request the appointment of Experts pursuant to Article XXXIVTenant and Landlord.

Fair Market Rent. With respect to the determination of the initial Base Annual Rental for an Extension Term, if the parties are unable to agree upon an initial Base Annual Rental that, taking into account the length of the Extension Term and the adjustments to the Base Annual Rental during the Extension Term anticipated under Section 4.02, results in fair market rent for the Extension Term (such initial Base Annual Rental, the “FMV Base Annual Rental”), then an independent MAI Appraiser (defined below) selected by agreement of the parties within ten (10) days of said request shall prepare a determination of the FMV Base Annual Rental. In making such determination, the appraiser shall consider rentals received in the general market areas in which the Properties are located for similar buildings of comparable characteristics, including, but not limited to, comparable lease terms, age, condition and classification. If within ten (10) business days after being notified of the results of such appraisal, Lessor and/or Lessee elects to reject that determination, then each of the parties shall name an additional independent MAI Appraiser within ten (10) days after such rejection. In the event that it becomes necessary the appraisers so named together with the originally named appraiser are unable to determine agree on an FMV Base Annual Rental then the Fair Market Rent determination shall be the amount agreed upon by the majority of any Facility for any purpose of this Master Lease, said appraisers and reported to the parties cannot agree among themselves on such Fair Market Rent within twenty ten (2010) days thereafter. In the event the parties are unable to select the appraiser in the first instance, each shall select one appraiser within ten (10) days after the first request period for having agreed, and those two appraisers shall select a third appraiser (in absence of agreement as to the selection of said third independent appraiser, such selection shall be made by one a mediation process reasonably agreed upon by the parties or in absence of the parties to do sosame, then either party may notify by a court of competent jurisdiction). The costs and expenses of such appraisal, including the other fees of a person selected to act the appraiser or appraisers, shall be divided equally between Lessee and Lessor. The determination of the majority of the appraisers as appraiser (such person, and each other person selected as provided herein, an “Appraiser”) on its behalf. Within fifteen (15) days after receipt of any such Notice, the other party shall by notice to the first party appoint a second person as Appraiser on its behalfFMV Base Annual Rental shall be conclusive upon the parties and judgment upon the same may be entered in any court having jurisdiction thereof. The Appraisers thus appointedFor purposes of this Section 4.03(b), “MAI Appraisers” shall mean firms or individuals, each of whom must be a member of The Appraisal Institute/American Institute of Real Estate Appraisers (or any successor organization thereto, or, if no such organization exists, a similarly nationally recognized real estate appraisal organization) with at least shall have not less than ten (10) years of experience in appraising properties similar to the Facilitiesretail commercial real estate, shall, within forty-five (45) days after the date preferably in areas where a majority of the notice appointing the first appraiser, proceed to appraise the applicable Facility to determine the Fair Market Rent thereof as of the relevant date; provided, that if one Appraiser shall have been so appointed, or if two Appraisers shall have been so appointed but only one such Appraiser shall have made such determination within fifty (50) days after the making of the initial appointment, then the determination of such Appraiser shall be final and binding upon the parties. If two (2) Appraisers shall have been appointed and shall have made their determinations within the respective requisite periods set forth above and if the difference between the amounts so determined shall not exceed ten percent (10%) of the lesser of such amounts, then the Fair Market Rent shall be an amount equal to fifty percent (50%) of the sum of the amounts so determined. If the difference between the amounts so determined shall exceed ten percent (10%) of the lesser of such amounts, either party may request the appointment of Experts pursuant to Article XXXIVProperties are situated.

Fair Market Rent. In the event that it becomes necessary to determine For purposes of this Lease, the Fair Market Rent shall be determined by three (3) independent appraisers who are members of any Facility for any purpose of this Master Leasethe Appraisal Institute and are recognized as knowledgeable and reputable in the field. Landlord shall select one, Tenant shall select one, and the parties cannot agree among themselves on such Fair Market Rent appraisers selected by Landlord and Tenant shall select the third. Landlord and Tenant each shall select its appraiser within twenty thirty (2030) days after Landlord's receipt of Tenant's notice exercising its option to extend the first request made by one Lease Term, and the third appraiser shall be selected within five (5) days after Landlord's and Tenant's selections. Landlord and Tenant each shall be responsible for the fees of its appraiser, and Landlord and Tenant shall share equally the fees of the parties to do sothird appraiser. Each appraiser, then either party may notify the other of a person selected to act as appraiser (such person, and each other person selected as provided herein, an “Appraiser”) on its behalf. Within within fifteen (15) days after receipt selection of any such Noticethe third (3rd) appraiser, shall deliver to Landlord its written report setting forth the fair market rent for the Premises, which determination shall be based upon the use of the Premises as a retail automobile establishment, taking into consideration the location of the Premises and other party shall by notice to the first party appoint a second person as Appraiser on its behalf. The Appraisers thus appointed, each of whom must be a member of The Appraisal Institute/American Institute of Real Estate Appraisers (or any successor organization properties comparable thereto, or, if no and shall assume that such organization exists, a similarly nationally recognized real estate appraisal organization) with at least ten (10) years of experience appraising properties similar to the Facilities, shall, within forty-five (45) days after the date of the notice appointing the first appraiser, proceed to appraise the applicable Facility to determine the Fair Market Rent thereof as shall continue to escalate annually in accordance with Section 4.2 of this Lease. The "FAIR MARKET RENT" shall mean the arithmetic mean of the relevant date; provided, that if one Appraiser shall have been so appointed, or if two Appraisers shall have been so appointed but only one such Appraiser shall have made such determination within fifty (50) days after the making of the initial appointment, then the determination of such Appraiser shall be final and binding upon the parties. If two (2) Appraisers shall have been appointed and shall have made their fair market rent determinations within that are closest in value. In the respective requisite periods set forth above and if event the values of (a) the difference between the amounts so determined shall not exceed ten percent highest appraised rent and the next lower appraised rent, and (10%b) of the lesser of such amountsdifference between the lowest appraised rent and the next higher appraised rent, are equal, then the Fair Market Rent shall be an amount equal to fifty percent (50%) the arithmetic mean of the sum fair market rent determinations of all of the amounts so determined. If the difference between the amounts so determined shall exceed ten percent (10%) of the lesser of such amounts, either party may request the appointment of Experts pursuant to Article XXXIVappraisers.

Fair Market Rent. In The Base Rent and additional rent payable by Optionee during the Option Term (the "Fair Market Rent") shall be equal to the effective base rent and additional rent, including all escalations, at which, as of the commencement of the Option Term, tenants are leasing non-sublease, non-encumbered, non-equity full service space comparable in size, location and quality to the Premises for a term of five (5) years, which comparable space is located in other Class "A" buildings of comparable quality in the San Francisco North and South of Market Financial area and which tenants are of similar credit standing with Optionee at the time of renewal, and for comparable terms pursuant to leases entered into or renewed by such other tenants on or about the commencement of the Option Term, provided that in no event shall the monthly Base Rent for the Option Term be less than the monthly Base Rent during the last twelve months of the initial lease term. The effective rental rate shall be calculated by taking into consideration the following concessions and no other concessions: (i) rental abatement concessions, if any, provided in connection with such comparable space; (ii) tenant improvements or allowances provided or to be provided by the landlord for such comparable space, taking into account, and deducting the value of, the then existing improvements in the Premises, such value to be based on the age, quality and layout of the improvements and the extent to which the same can be utilized by Optionee based on the fact that it becomes necessary the precise tenant improvements existing in the Premises are specifically suitable to Optionee; (iii) any other customary and ordinary material economic office rental market concessions and inducements. Notwithstanding the foregoing, if in determining the Fair Market Rent, the parties and/or appraisers determine that the economic terms of the Fair Market Rent of any Facility for any purpose of this Master Leaseinclude a tenant improvement allowance, and the parties cannot agree among themselves on such Fair Market Rent within twenty Landlord may elect either to: (201) days after the first request made by one grant some or all of the parties to do so, then either party may notify the other of a person selected to act as appraiser (such person, and each other person selected as provided herein, an “Appraiser”) on its behalf. Within fifteen (15) days after receipt of any such Notice, the other party shall by notice to the first party appoint a second person as Appraiser on its behalf. The Appraisers thus appointed, each of whom must be a member of The Appraisal Institute/American Institute of Real Estate Appraisers (or any successor organization thereto, or, if no such organization exists, a similarly nationally recognized real estate appraisal organization) with at least ten (10) years of experience appraising properties similar to the Facilities, shall, within forty-five (45) days after the date value of the notice appointing tenant improvement allowance as an allowance for the first appraiserrefurbishment of the Premises, proceed to appraise or (2) reduce the applicable Facility to determine Base Rent component of the Fair Market Rent thereof as to be an effective rental rate that takes into consideration the total dollar value of that portion of the relevant date; provided, tenant improvement allowance that if one Appraiser shall have been so appointed, or if two Appraisers shall have been so appointed but only one such Appraiser shall have made such determination within fifty (50) days after the making of the initial appointment, then the determination of such Appraiser shall be final and binding upon the parties. If two (2) Appraisers shall have been appointed and shall have made their determinations within the respective requisite periods set forth above and if the difference between the amounts so determined shall Landlord has elected not exceed ten percent (10%) of the lesser of such amounts, then the Fair Market Rent shall be an amount equal to fifty percent (50%) of the sum of the amounts so determined. If the difference between the amounts so determined shall exceed ten percent (10%) of the lesser of such amounts, either party may request the appointment of Experts grant to Tenant pursuant to Article XXXIVclause (1) above.

Fair Market Rent. With respect to the determination of the initial Base Rent for an Extension Period, if the parties are unable to agree upon an initial Base Rent that, taking into account the length of the Extension Period and the adjustments to the Base Rent during the Extension Period anticipated under Section 2.01, results in fair market rent for the Extension Period (such initial Base Rent, the “FMV Base Rent”), then an independent MAI Appraiser (defined below) selected by agreement of the parties within ten (10) days of said request shall prepare a determination of the FMV Base Rent. In making such determination, the appraiser shall consider rentals received in the general market area in which the Property Location is located for similar buildings of comparable characteristics, including, but not limited to, comparable lease terms, age, condition and classification. If within ten (10) business days after being notified of the results of such appraisal, Landlord and/or Tenant elects to reject that determination, then each of the parties shall name an additional independent MAI Appraiser within ten (10) days after such rejection. In the event that it becomes necessary the appraisers so named together with the originally named appraiser are unable to determine agree on an FMV Base Rent then the Fair Market Rent determination shall be the amount agreed upon by the majority of any Facility for any purpose of this Master Lease, said appraisers and reported to the parties cannot agree among themselves on such Fair Market Rent within twenty ten (2010) days thereafter. In the event the parties are unable to select the appraiser in the first instance, each shall select one appraiser within ten (10) days after the first request period for having agreed, and those two appraisers shall select a third appraiser (in absence of agreement as to the selection of said third independent appraiser, such selection shall be made by one a mediation process reasonably agreed upon by the parties or in absence of the parties to do sosame, then either party may notify by a court of competent jurisdiction). The costs and expenses of such appraisal, including the other fees of a person selected to act the appraiser or appraisers, shall be divided equally between Tenant and Landlord. The determination of the majority of the appraisers as appraiser (such person, and each other person selected as provided herein, an “Appraiser”) on its behalf. Within fifteen (15) days after receipt of any such Notice, the other party shall by notice to the first party appoint a second person as Appraiser on its behalf. The Appraisers thus appointed, each of whom must be a member of The Appraisal Institute/American Institute of Real Estate Appraisers (or any successor organization thereto, or, if no such organization exists, a similarly nationally recognized real estate appraisal organization) with at least ten (10) years of experience appraising properties similar to the Facilities, shall, within forty-five (45) days after the date of the notice appointing the first appraiser, proceed to appraise the applicable Facility to determine the Fair Market Rent thereof as of the relevant date; provided, that if one Appraiser shall have been so appointed, or if two Appraisers shall have been so appointed but only one such Appraiser shall have made such determination within fifty (50) days after the making of the initial appointment, then the determination of such Appraiser shall be final and binding upon the parties. If two (2) Appraisers shall have been appointed and shall have made their determinations within the respective requisite periods set forth above and if the difference between the amounts so determined shall not exceed ten percent (10%) of the lesser of such amounts, then the Fair Market FMV Base Rent shall be an amount equal to fifty percent (50%) of conclusive upon the sum of the amounts so determined. If the difference between the amounts so determined shall exceed ten percent (10%) of the lesser of such amounts, either party may request the appointment of Experts pursuant to Article XXXIV.parties and

Fair Market Rent. In the event Whenever any provision of this Lease provides that it becomes necessary to determine the Fair Market Rent shall be calculated, it shall mean that the fair rent for the Premises as of any Facility for any purpose the commencement of this Master Lease, and the parties cannot agree among themselves on such period in question under market conditions then existing shall be determined. Fair Market Rent shall be determined by agreement between Landlord and Tenant, but if Landlord and Tenant are unable to agree upon the Fair Market rent within twenty (20) days after the first request date on which Tenant delivers notice of its exercise of its option to extend under Section 15.2 below, then the Fair Market Rent shall be determined by appraisal made as hereinafter provided by a board of three (3) reputable independent commercial real estate appraisers or brokers, each of whom shall have at least ten years of experience in the eastern Massachusetts rental market for comparable properties and each of whom is hereinafter referred to as “appraiser”. Tenant and Landlord shall each appoint one such appraiser and the two appraisers so appointed shall appoint the third appraiser. The cost and expenses of each appraiser appointed separately by Tenant and Landlord shall be borne by the party who appointed the appraiser. The cost and expenses of the parties to do so, then either party may notify the other of a person selected to act as third appraiser (such person, shall be shared equally by Tenant and each other person selected as provided herein, an “Appraiser”) on its behalfLandlord. Within Landlord and Tenant shall appoint their respective appraisers within fifteen (15) days after receipt the expiration of any such Noticetwenty (20) day period, and shall designate the other party shall appraisers so appointed by notice to the first party appoint a second person as Appraiser on its behalfother party. The Appraisers thus appointed, each of whom must be a member of The Appraisal Institute/American Institute of Real Estate Appraisers two appraisers so appointed and designated shall appoint the third appraiser within fifteen (or any successor organization thereto, or, if no such organization exists, a similarly nationally recognized real estate appraisal organization) with at least ten (10) years of experience appraising properties similar to the Facilities, shall, within forty-five (4515) days after the date their appointment, and shall designate such appraiser by notice to Landlord and Tenant. The board of the notice appointing the first appraiser, proceed to appraise the applicable Facility to three appraisers shall determine the Fair Market Rent thereof of the space in question as of the relevant date; providedcommencement of the period to which the Fair Market Rent shall apply and shall notify Landlord and Tenant of their determinations within thirty (30) days of their appointment. If the determinations of the Fair Market Rent of any two or all three of the appraisers shall be identical in amount, that said amount shall be deemed to be the Fair Market Rent of the Premises. If the determinations of all three appraisers shall be different in amount, the average of the two values nearest in amount shall be deemed the Fair Market Rent. Notwithstanding the foregoing, if one Appraiser either party shall fail to appoint its appraiser within the period specified above (such party referred to hereinafter as the “failing party”), the other party may serve notice on the failing party requiring the failing party to appoint its appraiser within five (5) days of the giving of such notice and if the failing party shall not respond by appointment of its appraiser within said five (5) day period, then the appraiser appointed by the other party shall be the sole appraiser hereunder. Tenant shall have been so appointedthe option, or if two Appraisers shall have been so appointed but only one such Appraiser shall have made such determination exercisable by written notice to Landlord within fifty ten (5010) days after determination of Fair Market Rent hereunder, to rescind its exercise of its option to extend under Section 15.2 below, in which event this Lease shall expire at the making end of the initial appointmentthen current Term. If Tenant does not timely deliver such notice of rescission, then the determination of such Appraiser Fair Market Rent by the appraisers hereunder shall be final and binding upon the parties. If two (2) Appraisers shall have been appointed and shall have made their determinations within the respective requisite periods set forth above and if the difference between the amounts so determined shall not exceed ten percent (10%) of the lesser of such amounts, then the Fair Market Rent shall be an amount equal to fifty percent (50%) of the sum of the amounts so determined. If the difference between the amounts so determined shall exceed ten percent (10%) of the lesser of such amounts, either party may request the appointment of Experts pursuant to Article XXXIV.

Fair Market Rent. With respect to the determination of fair market rent, if the parties are unable to agree upon the fair market rent, then an independent MAI appraiser selected by agreement of the parties within ten (10) days of said request shall prepare an appraisal of the fair market rent of the Property, including any additions or renovations thereto. In determining the fair market rent of the Property, the appraiser shall consider rentals received in the general market area in which the Property is located for similar buildings of comparable characteristics, including, but not limited to, comparable lease terms, age, condition and classification. If within ten (10) business days after being notified of the results of such appraisal, Lessee elects to reject that appraisal, then each of the parties shall name an additional independent MAI appraiser within ten (10) days after Lessee’s rejection (failing which the right to do so shall be waived). In the event that it becomes necessary the appraisers so named together with the originally named appraiser are unable to determine agree on the Fair Market Rent fair market rent of any Facility for any purpose of this Master Leasethe Property, and the parties cannot agree among themselves on such Fair Market Rent within twenty (20) days after the first request made by one of the parties to do so, then either party may notify the other of a person selected to act as appraiser (such person, and each other person selected as provided herein, an “Appraiser”) on its behalf. Within fifteen (15) days after receipt of any such Notice, the other party shall by notice to the first party appoint a second person as Appraiser on its behalf. The Appraisers thus appointed, each of whom must be a member of The Appraisal Institute/American Institute of Real Estate Appraisers (or any successor organization thereto, or, if no such organization exists, a similarly nationally recognized real estate appraisal organization) with at least ten (10) years of experience appraising properties similar to the Facilities, shall, within forty-five (45) days after the date of the notice appointing the first appraiser, proceed to appraise the applicable Facility to determine the Fair Market Rent thereof as of the relevant date; provided, that if one Appraiser shall have been so appointed, or if two Appraisers shall have been so appointed but only one such Appraiser shall have made such determination within fifty (50) days after the making of the initial appointmentdays, then the determination of such Appraiser said fair market rent shall be final the amount agreed upon by the majority of said appraisers and binding upon reported to the parties. If two (2) Appraisers shall have been appointed and shall have made their determinations parties within the respective requisite periods set forth above and if the difference between the amounts so determined shall not exceed ten percent (10%) days thereafter. In the event the parties are unable to select the appraiser in the first instance, each shall select one appraiser within ten (10) days after the period for having agreed, and those two appraisers shall select a third appraiser (in absence of agreement as to the selection of said third independent appraiser, such selection shall be made by a mediation process reasonably agreed upon by the parties or in absence of the lesser same, by a court of such amounts, then competent jurisdiction). Lessee shall pay all costs and expenses incurred by Lessee and Lessor in connection with the Fair Market Rent shall be an amount equal to fifty percent (50%) determination of the sum of the amounts so determined. If the difference between the amounts so determined shall exceed ten percent (10%) of the lesser of such amounts, either party may request the appointment of Experts pursuant to Article XXXIVfair market rent under this Section 19.

Fair Market Rent. In the event Whenever any provision of this Lease provides that it becomes necessary to determine the Fair Market Rent shall be calculated, it shall mean the fair rent for the Premises as of any Facility the commencement of the period in question under market conditions for any purpose of this Master Leasecomparable office space in the Xxxxxx/Wellesley/Waltham market, as well as such annual increases in rent for the period in question as are reasonably consistent with then current market conditions. Fair Market Rent shall be determined by agreement between Landlord and Tenant, but if Landlord and Tenant are unable to agree upon the parties cannot agree among themselves on such Fair Market Rent within twenty thirty (2030) days after the first request made by one date on which Tenant delivers notice of its exercise of its option to extend under Section 15.2 below, then Tenant shall have the right to withdraw its exercise of the parties option to do soextend by written notice delivered to Landlord (“Withdrawal Notice”) within such thirty-day period. If Tenant does not deliver a Withdrawal Notice within such thirty-day period, then either party may notify or if Landlord and Tenant mutually agree to proceed with the other of a person selected to act as appraiser (such person, and each other person selected as provided process described herein, an “Appraiser”the Fair Market Rent shall be determined by appraisal made as hereinafter provided by a board of three (3) on its behalf. Within fifteen (15) days after receipt of any such Notice, the other party shall by notice to the first party appoint a second person as Appraiser on its behalf. The Appraisers thus appointedreputable independent commercial real estate brokers, each of whom must be a member of The Appraisal Institute/American Institute of Real Estate Appraisers (or any successor organization thereto, or, if no such organization exists, a similarly nationally recognized real estate appraisal organization) with shall have at least ten (10) years of experience appraising in the eastern Massachusetts rental market for comparable properties similar and each of whom is hereinafter referred to as "appraiser". Tenant and Landlord shall each appoint one such appraiser and the Facilities, shall, two appraisers so appointed shall appoint the third appraiser. The cost and expenses of each appraiser appointed separately by Tenant and Landlord shall be borne by the party who appointed the appraiser. The cost and expenses of the third appraiser shall be shared equally by Tenant and Landlord. Landlord and Tenant shall appoint their respective appraisers within forty-five fifteen (4515) days after the date expiration of such twenty (20) day period, and shall designate the appraisers so appointed by notice appointing to the first appraiserother party. The two appraisers so appointed and designated shall appoint the third appraiser within fifteen (15) days after their appointment, proceed and shall designate such appraiser by notice to appraise the applicable Facility to Landlord and Tenant. The board of three appraisers shall determine the Fair Market Rent thereof of the space in question as of the relevant date; provided, that if one Appraiser commencement of the period to which the Fair Market Rent shall have been so appointed, or if two Appraisers apply and shall have been so appointed but only one such Appraiser shall have made such determination notify Landlord and Tenant of their determinations within fifty thirty (5030) days after of their appointment. If the making determinations of the initial appointmentFair Market Rent of any two or all three of the appraisers shall be identical in amount, said amount shall be deemed to be the Fair Market Rent of the Premises. If the determinations of all three appraisers shall be different in amount, the average of the two values nearest in amount shall be deemed the Fair Market Rent. Notwithstanding the foregoing, if either party shall fail to appoint its appraiser within the period specified above (such party referred to hereinafter as the "failing party"), the other party may serve notice on the failing party requiring the failing party to appoint its appraiser within five (5) days of the giving of such notice and if the failing party shall not respond by appointment of its appraiser within said five (5) day period, then the appraiser appointed by the other party shall be the sole appraiser hereunder. The determination of such Appraiser Fair Market Rent by the appraisers hereunder shall be final and binding upon the parties. If two (2) Appraisers shall have been appointed and shall have made their determinations within the respective requisite periods set forth above and if the difference between the amounts so determined shall not exceed ten percent (10%) of the lesser of such amounts, then the Fair Market Rent shall be an amount equal to fifty percent (50%) of the sum of the amounts so determined. If the difference between the amounts so determined shall exceed ten percent (10%) of the lesser of such amounts, either party may request the appointment of Experts pursuant to Article XXXIV.

Fair Market Rent. In the event that it becomes necessary to determine the Fair Market Rent of any a Facility for any purpose of this Master Lease, and the parties cannot agree among themselves on such Fair Market Rent within twenty (20) days after the first request made by one of the parties to do so, then either party may notify the other of a person Person selected to act as appraiser (such personPerson, and each other person Person selected as provided herein, an “Appraiser”) on its behalf. Within fifteen (15) days after receipt of any such Notice, the other party shall shall, by notice to the first party party, appoint a second person Person as Appraiser on its behalf. The Appraisers thus appointed, each of whom must be a member of The Appraisal Institute/American Institute of Real Estate Appraisers (or any successor organization thereto, or, if no such organization exists, a similarly nationally recognized real estate appraisal organization) with at least ten (10) years of experience appraising properties similar to the Facilitiessuch Facility, shall, within forty-five (45) days after the date of the notice appointing the first appraiserAppraiser, proceed to appraise the applicable Facility to determine the Fair Market Rent thereof as of the relevant date; provided, that if one Appraiser shall have been so appointed, or if two Appraisers shall have been so appointed but only one such Appraiser shall have made such determination within fifty (50) days after the making of the initial appointment, then the determination of such Appraiser shall be final and binding upon the parties. If two (2) Appraisers shall have been appointed and shall have made their determinations within the respective requisite periods set forth above and if the difference between the amounts so determined shall not exceed ten five percent (105%) of the lesser of such amounts, then the Fair Market Rent shall be an amount equal to fifty percent (50%) of the sum of the amounts so determined. If the difference between the amounts so determined shall exceed ten five percent (105%) of the lesser of such amounts, either party may request the appointment of Experts pursuant to Article XXXIVXXXIV to determine Fair Market Rent.

Fair Market Rent. In the event that it becomes necessary to determine For purposes of this Lease, the Fair Market Rent shall be determined by three (3) independent appraisers who are members of any Facility for any purpose of this Master Leasethe Appraisal Institute and are recognized as knowledgeable and reputable in the field. Landlord shall select an appraiser, Tenant shall select an appraiser, and the parties cannot agree among themselves on such Fair Market Rent appraisers selected by Landlord and Tenant shall select the third. Landlord and Tenant each shall select its appraiser within twenty thirty (2030) days after Landlord’s receipt of Tenant’s notice exercising its option to extend the first request made by one Lease Term, and the third appraiser shall be selected within five (5) days after Landlord’s and Tenant’s selections. Landlord and Tenant each shall be responsible for the fees of its appraiser, and Landlord and Tenant shall share equally the fees of the parties to do sothird appraiser. Each appraiser, then either party may notify the other of a person selected to act as appraiser (such person, and each other person selected as provided herein, an “Appraiser”) on its behalf. Within within fifteen (15) days after receipt selection of any such Noticethe third (3rd) appraiser, shall deliver to Landlord and Tenant its written report setting forth the fair market rent for the Premises, which determination shall be based upon the highest and best use of the Premises, taking into consideration the location of the Premises and other party shall by notice to the first party appoint a second person as Appraiser on its behalfproperties comparable thereto. The Appraisers thus appointed, each of whom must be a member of The Appraisal Institute/American Institute of Real Estate Appraisers (or any successor organization thereto, or, if no such organization exists, a similarly nationally recognized real estate appraisal organization) with at least ten (10) years of experience appraising properties similar to “Fair Market Rent” shall mean the Facilities, shall, within forty-five (45) days after the date arithmetic mean of the notice appointing the first appraiser, proceed to appraise the applicable Facility to determine the Fair Market Rent thereof as of the relevant date; provided, that if one Appraiser shall have been so appointed, or if two Appraisers shall have been so appointed but only one such Appraiser shall have made such determination within fifty (50) days after the making of the initial appointment, then the determination of such Appraiser shall be final and binding upon the parties. If two (2) Appraisers shall have been appointed and shall have made their fair market rent determinations within that are closest in value. In the respective requisite periods set forth above and if event the values of (a) the difference between the amounts so determined shall not exceed ten percent highest appraised rent and the next lower appraised rent, and (10%b) of the lesser of such amountsdifference between the lowest appraised rent and the next higher appraised rent, are equal, then the Fair Market Rent shall be an amount equal to fifty percent (50%) the arithmetic mean of the sum fair market rent determinations of all of the amounts so determined. If the difference between the amounts so determined shall exceed ten percent (10%) of the lesser of such amounts, either party may request the appointment of Experts pursuant to Article XXXIVappraisers.

Fair Market Rent. In the event that it becomes necessary to determine the Fair Market Rent of any Facility Demised Premises for any purpose of this Master Lease, and the parties cannot agree among amongst themselves on such Fair Market Rent value within twenty (20) days after the first request made by one of the parties to do so, then either party may notify the other of a person selected to act as appraiser (such person, and each other person selected as provided herein, an “Appraiser”) on its behalf. Within fifteen (15) days after receipt of any such Notice, the other party shall by notice to the first party appoint a second person as Appraiser on its behalf. The Appraisers thus appointed, each of whom must be a member of The Appraisal Institute/American Institute of Real Estate Appraisers (or any successor organization thereto, or, if no such organization exists, a similarly nationally recognized real estate appraisal organization) with at least ten (10) years of experience appraising properties similar to the FacilitiesDemised Premises, shall, within forty-five forty‑five (45) days after the date of the notice appointing the first appraiser, proceed to appraise the applicable Facility Demised Premises to determine the Fair Market Rent thereof as of the relevant date; provided, that if one Appraiser shall have been so appointed, or if two Appraisers shall have been so appointed but only one such Appraiser shall have made such determination within fifty (50) days after the making of the initial appointment, then the determination of such Appraiser shall be final and binding upon the parties. If two (2) Appraisers shall have been appointed and shall have made their determinations within the respective requisite periods set forth above and if the difference between the amounts so determined shall not exceed ten percent (10%) of the lesser of such amounts, then the Fair Market Rent shall be an amount equal to fifty percent (50%) of the sum of the amounts so determined. If the difference between the amounts so determined shall exceed ten percent (10%) of the lesser of such amounts, then such two (2) Appraisers shall have twenty (20) days to appoint a third (3rd) Appraiser, but if such Appraisers fail to do so, then either party may request the American Arbitration Association or any successor organization thereto to appoint an Appraiser within twenty (20) days of such request, and both parties shall be bound by any appointment so made within such twenty (20)‑day period. If no such Appraiser shall have been appointed within such twenty (20) days or within ninety (90) days of the original request for a determination of Fair Market Rent, whichever is earlier, either Landlord or Tenant may apply to any court having jurisdiction to have such appointment made by such court. Any Appraiser appointed by the original Appraisers, by the American Arbitration Association or by such court shall be instructed to determine the Fair Market Rent within thirty (30) days after appointment of Experts pursuant such Appraiser. The determination of the appraiser which differs most in terms of dollar amount from the determination of the other two Appraisers shall be excluded, and fifty percent (50%) of the sum of the remaining two determinations shall be final and binding upon Landlord and Tenant as the Fair Market Rent for such interest. This provision for determination by appraisal shall be specifically enforceable to Article XXXIVthe extent such remedy is available under applicable law, and any determination hereunder shall be final and binding upon the parties except as otherwise provided by applicable law. Landlord and Tenant shall each pay the fees and expenses of the Appraiser appointed by it and their own legal fees, and each shall pay one‑half of the fees and expenses of the third Appraiser and one‑half (1/2) of all other cost and expenses incurred in connection with each appraisal.

Fair Market Rent. In For purposes if this Section 36.2.2, the event “fair market rent” for the Premises shall be determined as of the date that it becomes necessary is sixty (60) days prior to determine the Fair Market Rent first day of any Facility for any purpose the first year of this Master Lease, the extended term. If Landlord and the parties Tenant cannot agree among themselves on such Fair Market Rent within twenty the fair market rent of the Premises for any extension period by the sixtieth (2060th) days after day prior to the first request made by one day of the parties to do sofirst year of the extended term, then either party may notify the other of a person selected to act as appraiser (such personthen, Landlord and Tenant shall each other person selected as provided hereinselect, an “Appraiser”) on its behalf. Within within fifteen (15) days after receipt of any such Noticesixtieth (60th) day prior to the first day of the first year of the extended term, an appraiser who must be a qualified MAI appraiser with at least five (5) years experience appraising properties of similar type, use and location as the Premises to determine said “fair market rent.” If one party fails to so designate an appraiser within the time required, the determination of “fair market rent” of the one appraiser who has been designated by the other party within the time required shall by notice to the first party appoint a second person as Appraiser be binding on its behalfboth parties. The Appraisers thus appointed, each appraisers shall submit their determinations of whom must be a member of The Appraisal Institute/American Institute of Real Estate Appraisers fair market rental value to both parties within fifteen (or any successor organization thereto, or, if no such organization exists, a similarly nationally recognized real estate appraisal organization15) with at least ten (10) years of experience appraising properties similar to the Facilities, shall, within forty-five (45) business days after the date of the notice appointing the first appraiser, proceed to appraise the applicable Facility to determine the Fair Market Rent thereof as of the relevant date; provided, that if one Appraiser shall have been so appointed, or if two Appraisers shall have been so appointed but only one such Appraiser shall have made such determination within fifty (50) days after the making of the initial appointment, then the determination of such Appraiser shall be final and binding upon the partiestheir selection. If two (2) Appraisers shall have been appointed and shall have made their determinations within the respective requisite periods set forth above and if the difference between the amounts so determined shall not exceed two determinations is ten percent (10%) or less of the lesser of such amountshigher appraisal, then the Fair Market Rent average between the determinations shall be an amount equal to fifty percent (50%) the fair market rental value of the sum of the amounts so determinedPremises. If the said difference between the amounts so determined shall exceed is greater than ten percent (10%), then the two appraisers shall within fifteen (15) days of the lesser date the second determination is submitted to the parties designate a third appraiser who must also be a qualified MAI appraiser with at least five (5) years experience appraising properties of such amountssimilar type, use and location as the Premises that is unaffiliated with either party hereto and that has not been retained or engaged by either party within the five (5) years preceding such appointment. If the two appraisers are unable to agree upon the selection of a third appraiser, then either Landlord or Tenant shall be entitled to apply to the presiding judge of the Superior Court of the County of San Diego, California for the selection of a third appraiser who shall be selected from a list of names of experienced appraisers submitted by Landlord or from a list of names submitted by Tenant, as the case may request be, unless both Landlord and Tenant submit lists of names, in which case the appointment Court, in its sole discretion, shall select the third appraiser from the lists. The sole responsibility of Experts pursuant the third appraiser will be to Article XXXIVdetermine which of the determinations made by the first two appraisers is most accurate. The third appraiser shall have no right to propose a middle ground or any modification of either of the determinations made by the first two appraisers. The third appraiser’s choice shall be submitted to the parties within fifteen (15) business days after his or her selection. Such determination shall bind both of the parties and shall establish the fair market rental value of the Premises. Each party shall pay equal shares of the fees and expenses of the third appraiser. Fair market rent for the purposes of this Lease shall mean the then prevailing rent for buildings in the Carlsbad, California life science market, of comparable size, quality and location to the demised Premises, and leased on terms comparable to the terms contained in this Lease.”

Fair Market Rent. In the event Whenever any provision of this Lease provides that it becomes necessary to determine the Fair Market Rent shall be calculated, it shall mean the fair rent for the Premises as of any Facility the commencement of the period in question under market conditions for any purpose of this Master Leasecomparable office space in the South Shore market, as well as such annual increases in rent for the period in question as are reasonably consistent with then current market conditions. Fair Market Rent shall be determined by agreement between Landlord and Tenant, but if Landlord and Tenant are unable to agree upon the parties cannot agree among themselves on such Fair Market Rent within twenty (20) days after the first request made by one date on which Tenant delivers notice of the parties its exercise of its option to do soextend under Section 15.2 below, then either party may notify the other Fair Market Rent shall be determined by appraisal made as hereinafter provided by a board of a person selected to act as appraiser three (such person, and each other person selected as provided herein, an “Appraiser”3) on its behalf. Within fifteen (15) days after receipt of any such Notice, the other party shall by notice to the first party appoint a second person as Appraiser on its behalf. The Appraisers thus appointedreputable independent commercial real estate brokers, each of whom must be a member of The Appraisal Institute/American Institute of Real Estate Appraisers (or any successor organization thereto, or, if no such organization exists, a similarly nationally recognized real estate appraisal organization) with shall have at least ten (10) years of experience appraising in the eastern Massachusetts rental market for comparable properties similar and each of whom is hereinafter referred to as "appraiser". Tenant and Landlord shall each appoint one such appraiser and the Facilities, shall, two appraisers so appointed shall appoint the third appraiser. The cost and expenses of each appraiser appointed separately by Tenant and Landlord shall be borne by the party who appointed the appraiser. The cost and expenses of the third appraiser shall be shared equally by Tenant and Landlord. Landlord and Tenant shall appoint their respective appraisers within forty-five fifteen (4515) days after the date expiration of such twenty (20) day period, and shall designate the appraisers so appointed by notice appointing to the first appraiserother party. The two appraisers so appointed and designated shall appoint the third appraiser within fifteen (15) days after their appointment, proceed and shall designate such appraiser by notice to appraise the applicable Facility to Landlord and Tenant. The board of three appraisers shall determine the Fair Market Rent thereof of the space in question as of the relevant date; providedcommencement of the period to which the Fair Market Rent shall apply and shall notify Landlord and Tenant of their determinations within thirty (30) days of their appointment. If the determinations of the Fair Market Rent of any two or all three of the appraisers shall be identical in amount, that said amount shall be deemed to be the Fair Market Rent of the Premises. If the determinations of all three appraisers shall be different in amount, the average of the two values nearest in amount shall be deemed the Fair Market Rent. Notwithstanding the foregoing, if one Appraiser either party shall fail to appoint its appraiser within the period specified above (such party referred to hereinafter as the "failing party"), the other party may serve notice on the failing party requiring the failing party to appoint its appraiser within five (5) days of the giving of such notice and if the failing party shall not respond by appointment of its appraiser within said five (5) day period, then the appraiser appointed by the other party shall be the sole appraiser hereunder. Tenant shall have been so appointedthe option, or if two Appraisers shall have been so appointed but only one such Appraiser shall have made such determination exercisable by written notice to Landlord within fifty ten (5010) days after determination of Fair Market Rent hereunder, to rescind its exercise of its option to extend under Section 15.2 below, in which event this Lease shall expire at the making end of the initial appointmentthen current Term. If Tenant does not timely deliver such notice of rescission, then the determination of such Appraiser Fair Market Rent by the appraisers hereunder shall be final and binding upon the parties. If two (2) Appraisers shall have been appointed and shall have made their determinations within the respective requisite periods set forth above and if the difference between the amounts so determined shall not exceed ten percent (10%) of the lesser of such amounts, then the Fair Market Rent shall be an amount equal to fifty percent (50%) of the sum of the amounts so determined. If the difference between the amounts so determined shall exceed ten percent (10%) of the lesser of such amounts, either party may request the appointment of Experts pursuant to Article XXXIV.

Fair Market Rent. In FAIR MARKET RENT" shall mean the event that it becomes necessary fair rent for the subject spaces as of the commencement of the period in question under market conditions then existing. Fair market rent shall be determined by agreement between Landlord and Tenant, but if Landlord and Tenant are unable to determine agree upon the Fair Market Rent fair market rent at least five months prior to the date upon which the fair market rent is to take effect, then the fair market rent shall be determined by appraisal made as hereinafter provided by a board of any Facility for any purpose three reputable independent real estate appraisers, each of this Master Lease, whom shall have at least ten years of experience in the appraisal of office space in the Metropolitan Boston area. Landlord and Tenant shall each appoint one such appraiser and the parties cannot agree among themselves on such Fair Market Rent within twenty (20) days after two appraisers so appointed shall appoint the first request made third appraiser. The cost and expenses of each appraiser appointed separately by one Landlord and Tenant shall be borne by the party who appointed the appraiser. The cost and expenses of the parties third appraiser shall be shared equally by Landlord and Tenant. Landlord and Tenant shall appoint their respective appraisers at least four months prior to do so, then either party may notify the other commencement of a person selected the period for which fair market rent is to act as appraiser (such person, be determined and each other person selected as provided herein, an “Appraiser”) on its behalf. Within fifteen (15) days after receipt of any such Notice, shall designate the other party shall appraisers so appointed by notice to the first party appoint a second person as Appraiser on its behalfother party. The Appraisers thus appointed, each of whom must be a member of The Appraisal Institute/American Institute of Real Estate Appraisers (or any successor organization thereto, or, if no such organization exists, a similarly nationally recognized real estate appraisal organization) with two appraisers so appointed and designated shall appoint the third appraiser at least ten (10) years of experience appraising properties similar three months prior to the Facilities, shall, within forty-five (45) days after commencement of such period and shall designate such appraiser by notice to Landlord and Tenant. The board of three appraisers shall determine the date fair market rent of the notice appointing the first appraiser, proceed to appraise the applicable Facility to determine the Fair Market Rent thereof space in question as of the relevant date; provided, that if one Appraiser commencement of the period to which the fair market rent shall have been so appointed, or if two Appraisers apply and shall have been so appointed but only one such Appraiser shall have made such determination within fifty notify Landlord and Tenant of their determinations at least sixty (5060) days after prior to the making of the initial appointment, then the determination commencement of such Appraiser shall be final and binding upon the parties. If two (2) Appraisers shall have been appointed and shall have made their determinations within the respective requisite periods set forth above and if the difference between the amounts so determined shall not exceed ten percent (10%) of the lesser of such amounts, then the Fair Market Rent shall be an amount equal to fifty percent (50%) of the sum of the amounts so determinedperiod. If the difference between the amounts so determined shall exceed ten percent (10%) determinations of the lesser fair market rent of such amounts, either party may request any two or all three of the appointment of Experts pursuant to Article XXXIV.appraisers shall be identical in amount,

Fair Market Rent. In the event Whenever any provision of this Lease provides that it becomes necessary to determine the Fair Market Rent shall be calculated, it shall mean ninety-five percent (95%) of any Facility the fair market rent for any purpose the Premises as of this Master Leasethe commencement of the period in question under market conditions for comparable first class office space (with respect to age, use, quality, location, and amenities) in the parties cannot Route 128 South market, as well as such annual increases in rent and market concessions (including without limitation free rent and construction allowances) for the period in question as are consistent with then current market conditions. Fair Market Rent shall be determined by agreement between Landlord and Tenant, but if Landlord and Tenant are unable to agree among themselves on such upon the Fair Market Rent within twenty (20) days after the first request made by one date on which Tenant delivers notice of the parties its exercise of its option to do soextend under Section 2.5 below, then either party may notify the other of Landlord and Tenant shall mutually select a person selected to act as appraiser (such person, and each other person selected as provided herein, an “Appraiser”) on its behalf. Within fifteen (15) days after receipt of any such Notice, the other party shall by notice to the first party appoint a second person as Appraiser on its behalf. The Appraisers thus appointed, each of whom must be a member of The Appraisal Institute/American Institute of Real Estate Appraisers (or any successor organization thereto, or, if no such organization exists, a similarly nationally recognized real estate appraisal organization) professional with at least ten (10) years years' continuous experience in the business of experience appraising properties similar or marketing office space in the Stoughton, Massachusetts area (the "Valuation Expert") to resolve the dispute as to the FacilitiesFair Market Rent. If Landlord and Tenant cannot agree upon the designation of the Valuation Expert within thirty (30) days of the expiration of the foregoing twenty (20) day period, either party may apply to the American Arbitration Association, the Greater Boston Real Estate Board, or any successor thereto, for the designation of a Valuation Expert. Within ten (10) days of the selection of the Valuation Expert, Landlord and Tenant shall each submit to the Valuation Expert a copy of its proposed Fair Market Rent, together with any supporting material. The Valuation Expert shall not perform his or her own valuation, but rather, shall, within forty-five thirty (4530) days after the date receipt of the notice appointing the first appraisersuch submissions, proceed to appraise the applicable Facility to determine select as the Fair Market Rent thereof as the submission which the Valuation Expert concludes most closely and accurately reflects the Fair Market Rent for the Premises and the rental rate set forth in that submission shall be the Fair Market Rent for such Extension Term. The Valuation Expert shall give notice of the relevant date; provided, that if one Appraiser shall have been so appointed, his or if two Appraisers shall have been so appointed but only one her determination to Landlord and Tenant and such Appraiser shall have made such determination within fifty (50) days after the making of the initial appointment, then the determination of such Appraiser decision shall be final and conclusively binding upon Landlord and Tenant. Each party shall pay the parties. If two (2) Appraisers fees and expenses of any real estate professional such party retains and such party's counsel, if any, in connection with any proceeding under this paragraph, and the parties shall have been appointed split equally the fees and shall have made their determinations within the respective requisite periods set forth above and if the difference between the amounts so determined shall not exceed ten percent (10%) expenses of the lesser of such amounts, then the Fair Market Rent shall be an amount equal to fifty percent (50%) of the sum of the amounts so determined. If the difference between the amounts so determined shall exceed ten percent (10%) of the lesser of such amounts, either party may request the appointment of Experts pursuant to Article XXXIVValuation Expert.

Fair Market Rent. In the event that it becomes necessary to determine the Fair Market Rent of any the Facility for any purpose of this Master Lease, and the parties cannot agree among themselves on such Fair Market Rent within twenty (20) days after the first request made by one of the parties to do so, then either party may notify the other of a person Person selected to act as appraiser (such personPerson, and each other person Person selected as provided herein, an “Appraiser”) on its behalf. Within fifteen (15) days after receipt of any such Notice, the other party shall shall, by notice to the first party party, appoint a second person Person as Appraiser on its behalf. The Appraisers thus appointed, each of whom must be a member of The Appraisal Institute/American Institute of Real Estate Appraisers (or any successor organization thereto, or, if no such organization exists, a similarly nationally recognized real estate appraisal organization) with at least ten (10) years of experience appraising properties similar to the FacilitiesFacility, shall, within forty-five (45) days after the date of the notice appointing the first appraiserAppraiser, proceed to appraise the applicable Facility to determine the Fair Market Rent thereof as of the relevant date; provided, that if one Appraiser shall have been so appointed, or if two Appraisers shall have been so appointed but only one such Appraiser shall have made such determination within fifty (50) days after the making of the initial appointment, then the determination of such Appraiser shall be final and binding upon the parties. If two (2) Appraisers shall have been appointed and shall have made their determinations within the respective requisite periods set forth above and if the difference between the amounts so determined shall not exceed ten five percent (105%) of the lesser of such amounts, then the Fair Market Rent shall be an amount equal to fifty percent (50%) of the sum of the amounts so determined. If the difference between the amounts so determined shall exceed ten five percent (105%) of the lesser of such amounts, either party may request the appointment of Experts pursuant to Article XXXIVXXXIV to determine Fair Market Rent.