Common use of Landlord’s Books and Records Clause in Contracts

Landlord’s Books and Records. Within one hundred twenty (120) days after receipt by Tenant of a Statement, if Tenant disputes the amount of Additional Rent set forth in the Statement, a member of Tenant’s finance department, or an independent certified public accountant (which accountant is a member of a nationally recognized accounting firm and is not working on a contingency fee basis) (“Tenant’s Accountant”), designated and paid for by Tenant, may, after reasonable notice to Landlord and at reasonable times, inspect Landlord’s records with respect to the Statement at Landlord’s offices, provided that there is no existing Event of Default and Tenant has paid all amounts required to be paid under the applicable Estimate Statement and Statement, as the case may be. In connection with such inspection, Tenant and Tenant’s agents must agree in advance to follow Landlord’s reasonable rules and procedures regarding inspections of Landlord’s records, and shall execute a commercially reasonable confidentiality agreement regarding such inspection. Tenant’s failure to dispute the amount of Additional Rent set forth in any Statement within one hundred twenty (120) days of Tenant’s receipt of such Statement shall be deemed to be Tenant’s approval of such Statement and Tenant, thereafter, waives the right or ability to dispute the amounts set forth in such Statement. If after such inspection, Tenant still disputes such Additional Rent, a determination as to the proper amount shall be made, at Tenant’s expense, by an independent certified public accountant (the “Accountant”) selected by Landlord and subject to Tenant’s reasonable approval; provided that if such Accountant determines that Direct Expenses were overstated by more than five percent (5%), then the cost of the Accountant and the cost of such determination shall be paid for by Landlord, and Landlord shall reimburse Tenant for the cost of the Tenant’s Accountant (provided that such cost shall be a reasonable market cost for such services). Tenant hereby acknowledges that Tenant’s sole right to inspect Landlord’s books and records and to contest the amount of Direct Expenses payable by Tenant shall be as set forth in this Section 4.6, and Tenant hereby waives any and all other rights pursuant to applicable law to inspect such books and records and/or to contest the amount of Direct Expenses payable by Tenant.

Landlord’s Books and Records. Within one hundred twenty (120) days after receipt by Tenant of a Statement, if Tenant disputes the amount of Additional Rent set forth in the Statement, a member of Tenant’s finance department, or an independent certified public accountant (which accountant is a member of a nationally recognized accounting firm and is not working on a contingency fee basis) (“Tenant’s Accountant”), designated and paid for by Tenant, may, after reasonable notice to Landlord and at reasonable times, inspect Landlord’s records with respect to the Statement at Landlord’s offices, provided that there is no existing Event of Default and Tenant has paid all amounts required to be paid under the applicable Estimate Statement and Statement, as the case may be. In connection with such inspection, Tenant and Tenant’s agents must agree in advance to follow Landlord’s reasonable rules and procedures regarding inspections of Landlord’s records, and shall execute a commercially reasonable confidentiality agreement regarding such inspection. Tenant’s failure to dispute the amount of Additional Rent set forth in any Statement within one hundred twenty (120) days of Tenant’s receipt of such Statement shall be deemed to be Tenant’s approval of such Statement and Tenant, thereafter, waives the right or ability to dispute the amounts set forth in such Statement. If after such inspection, Tenant still disputes such Additional Rent, a determination as to the proper amount shall be made, at Tenant’s expense, by an independent certified public accountant (the “Accountant”) selected by Landlord and subject to Tenant’s reasonable approval; provided that if such Accountant determines that Direct Expenses were overstated by more than five percent (5%), then the cost of the Accountant and the cost of such determination shall be paid for by Landlord, and Landlord shall reimburse Tenant for Tenant’s the cost of the Tenant’s Accountant (provided that such cost shall be a reasonable market cost for such services). Tenant hereby acknowledges that Tenant’s sole right to inspect Landlord’s books and records and to contest the amount of Direct Expenses payable by Tenant shall be as set forth in this Section 4.6, and Tenant hereby waives any and all other rights pursuant to applicable law to inspect such books and records and/or to contest the amount of Direct Expenses payable by Tenant.

Landlord’s Books and Records. Within one hundred twenty (120) days after receipt by Tenant of a Statement, if Tenant disputes the amount of Additional Rent set forth in the Statement, a member of Tenant’s finance department, or an independent certified public accountant (which accountant is a member of a nationally recognized accounting firm and is not working on a contingency fee basis) (“Tenant’s Accountant”), designated and paid for by TenantXxxxxx, may, after reasonable notice to Landlord and at reasonable times, inspect Landlord’s records with respect to the Statement at Landlord’s offices, provided that there is no existing Event of Default and Tenant has paid all amounts required to be paid under the applicable Estimate Statement and Statement, as the case may be. In connection with such inspection, Tenant and TenantXxxxxx’s agents must agree in advance to follow Landlord’s reasonable rules and procedures regarding inspections of Landlord’s records, and shall execute a commercially reasonable confidentiality agreement regarding such inspection. Tenant’s failure to dispute the amount of Additional Rent set forth in any Statement within one hundred twenty (120) days of Tenant’s receipt of such Statement shall be deemed to be Tenant’s approval of such Statement and Tenant, thereafter, waives the right or ability to dispute the amounts set forth in such Statement. If after such inspection, Tenant still disputes such Additional Rent, a determination as to the proper amount shall be made, at Tenant’s expense, by an independent certified public accountant (the “Accountant”) selected by Landlord and subject to Tenant’s reasonable approval; provided that if such Accountant determines that Direct Expenses were overstated by more than five percent (5%), then the cost of the Accountant and the cost of such determination shall be paid for by Landlord, and Landlord shall reimburse Tenant for Tenant’s the cost of the Tenant’s Accountant (provided that such cost shall be a reasonable market cost for such services). Tenant hereby acknowledges that TenantXxxxxx’s sole right to inspect Landlord’s books and records and to contest the amount of Direct Expenses payable by Tenant shall be as set forth in this Section 4.6, and Tenant hereby waives any and all other rights pursuant to applicable law to inspect such books and records and/or to contest the amount of Direct Expenses payable by Tenant.

Landlord’s Books and Records. Within one hundred twenty six (1206) days months after receipt by Tenant of a StatementStatement by Tenant, if Tenant disputes the amount of Additional Rent set forth in the Statement, a member of Tenant’s finance department, Tenant or an independent certified public accountant (which accountant is a member of a nationally recognized accounting firm and is not working on a contingency fee basis) (“"Tenant’s 's Accountant”"), designated and paid for by Tenant, may, after reasonable notice to Landlord and at reasonable times, inspect and audit Landlord’s 's records with respect to the Statement at Landlord’s 's offices, provided that there is no existing Event of Default and Tenant has paid all amounts required to be paid under the applicable Estimate Statement and Statement, as the case may be. In connection with such inspection, Tenant and Tenant’s 's agents must agree in advance to follow Landlord’s 's reasonable rules and procedures regarding inspections of Landlord’s 's records, and shall execute a commercially reasonable confidentiality agreement regarding such inspection. Tenant’s 's failure to dispute the amount of Additional Rent set forth in any Statement within one hundred twenty six (1206) days months of Tenant’s 's receipt of such Statement shall be deemed to be Tenant’s 's approval of such Statement and Tenant, thereafter, waives the right or ability to dispute the amounts set forth in such Statement. If after such inspection, Tenant still disputes such Additional Rent, a determination as to the proper amount shall be made, at Tenant’s 's expense, by an independent certified public accountant (the “"Accountant”") selected by Landlord and subject to Tenant’s 's reasonable approval; provided that if such determination by the Accountant determines proves that Direct Expenses were overstated by more than five three percent (53%), then the cost of the Accountant and the cost of such determination shall be paid for by Landlord. In the event that the Accountant determines that Tenant has been overcharged for Additional Rent for the Expense Year at issue, and Landlord shall reimburse refund the amount of such overcharge to Tenant for the cost within thirty (30) days of the Tenant’s Accountant (provided that such cost shall be a reasonable market cost for such services)determination. Tenant hereby acknowledges that Tenant’s 's sole right to inspect Landlord’s 's books and records and to contest the amount of Direct Expenses payable by Tenant shall be as set forth in this Section 4.6, and Tenant hereby waives any and all other rights pursuant to applicable law to inspect such books and records and/or to contest the amount of Direct Expenses payable by Tenant.

Landlord’s Books and Records. Within one hundred twenty Upon Tenant's written request given not more than [***] months after Tenant's receipt of a Statement for a particular Expense Year, and provided that Tenant is not then in monetary default or material non-monetary default under this Lease beyond the applicable notice and cure period provided in this Lease, Landlord shall furnish Tenant with such reasonable supporting documentation in connection with said Building Direct Expenses as Tenant may reasonably request. Landlord shall provide said information to Tenant within sixty (12060) days after Tenant's written request therefor. Within [***] months after receipt of a Statement by Tenant of a Statement(the "Review Period"), if Tenant disputes the amount of Additional Rent set forth in the Statement, a member of Tenant’s finance department, or an independent certified public accountant (which accountant (A) is a member of a nationally or regionally recognized accounting firm firm, and (B) is not working on a contingency fee basis) (“Tenant’s Accountant”), designated and paid for by Tenant, may, after reasonable notice to Landlord and at reasonable times, inspect Landlord’s 's records with respect to the Statement at Landlord’s offices's corporate office (located in either San Diego County or Los Angeles County), provided that there Tenant is no existing Event of Default not then in monetary default or material non-monetary default under this Lease (beyond any applicable notice and cure periods) and Tenant has paid all amounts required to be paid under the applicable Estimate Statement and Statement, as the case may be. In connection with such inspection, Tenant and Tenant’s 's agents must agree in advance to follow Landlord’s 's reasonable rules and procedures regarding inspections of Landlord’s 's records, and shall execute a commercially reasonable confidentiality agreement regarding such inspection. Tenant’s 's failure to dispute the amount of Additional Rent set forth in any Statement within one hundred twenty (120) days of Tenant’s receipt of such Statement the Review Period shall be deemed to be Tenant’s 's approval of such Statement and Tenant, thereafter, waives the right or ability to dispute the amounts set forth in such Statement. If after such inspection, Tenant still disputes such Additional Rent, a determination as to the proper amount shall be made, at Tenant’s 's expense, by an independent certified public accountant (the “"Accountant”") selected by Landlord and subject to Tenant’s 's reasonable approval; provided that if such Accountant determines that Direct Expenses were overstated determination by more than five percent (5%), then the cost [***] Confidential portions of this document have been redacted and filed separately with the Accountant and the cost of such determination shall be paid for by Landlord, and Landlord shall reimburse Tenant for the cost of the Tenant’s Accountant (provided that such cost shall be a reasonable market cost for such services). Tenant hereby acknowledges that Tenant’s sole right to inspect Landlord’s books and records and to contest the amount of Direct Expenses payable by Tenant shall be as set forth in this Section 4.6, and Tenant hereby waives any and all other rights pursuant to applicable law to inspect such books and records and/or to contest the amount of Direct Expenses payable by TenantCommission.

Landlord’s Books and Records. Within one hundred twenty (120) days after receipt by Tenant of a Statement, if Tenant disputes the amount of Additional Rent set forth in the Statement, a member of Tenant’s 's finance department, or an independent certified public accountant (which accountant is a member of a nationally recognized accounting firm and is not working on a contingency fee basis) (“"Tenant’s 's Accountant”"), designated and paid for by Tenant, may, after reasonable notice to Landlord and at reasonable times, inspect Landlord’s 's records with respect to the Statement at Landlord’s 's offices, provided that there is no existing Event of Default and Tenant has paid all amounts required to be paid under the applicable Estimate Statement and Statement, as the case may be. In connection with such inspection, Tenant and Tenant’s 's agents must agree in advance to follow Landlord’s 's reasonable rules and procedures regarding inspections of Landlord’s 's records, and shall execute a commercially reasonable confidentiality agreement regarding such inspection. Tenant’s 's failure to dispute the amount of Additional Rent set forth in any Statement within one hundred twenty (120) days of Tenant’s 's receipt of such Statement shall be deemed to be Tenant’s 's approval of such Statement and Tenant, thereafter, waives the right or ability to dispute the amounts set forth in such Statement. If after such inspection, Tenant still disputes such Additional Rent, a determination as to the proper amount shall be made, at Tenant’s 's expense, by an independent certified public accountant (the “"Accountant”") selected by Landlord and subject to Tenant’s 's reasonable approval; provided that if such Accountant determines that Direct Expenses were overstated by more than five percent (5%), then the cost of the Accountant and the cost of such determination shall be paid for by Landlord, and Landlord shall reimburse Tenant for Tenant's the cost of the Tenant’s 's Accountant (provided that such cost shall be a reasonable market cost for such services). Tenant hereby acknowledges that Tenant’s 's sole right to inspect Landlord’s 's books and records and to contest the amount of Direct Expenses payable by Tenant shall be as set forth in this Section 4.6, and Tenant hereby waives any and all other rights pursuant to applicable law to inspect such books and records and/or to contest the amount of Direct Expenses payable by Tenant.

Landlord’s Books and Records. Within one hundred twenty (120) days after receipt by Tenant of a Statement, if If Tenant disputes the amount of Additional Rent set forth stated in the Statement, a member an Actual Statement within 90 days of Tenant’s finance departmentreceipt thereof, or Tenant may, upon at least five business days notice to Landlord, request an opportunity to inspect and audit Landlord’s records and supporting documentation regarding such Actual Statement. Such inspection and audit must be conducted by an independent certified public accountant (which accountant is a member within 180 days of a nationally recognized accounting firm and is not working on a contingency fee basis) (“the date Tenant received the Actual Statement, shall be at Tenant’s Accountant”sole cost and expense (except as provided below), designated and paid Landlord shall, at its election, either provide copies of such records and supporting documentation to Tenant or make such records and supporting documentation available to Tenant for by Tenant, may, after reasonable notice to Landlord and at reasonable times, inspect Landlord’s records with respect to the Statement its inspection at Landlord’s offices, provided that there is no existing Event of Default and business office during normal business hours. If Tenant has paid all amounts required to be paid under the applicable Estimate Statement and Statement, as the case may be. In connection with such inspection, Tenant and Tenant’s agents must agree in advance to follow Landlord’s reasonable rules and procedures regarding inspections of Landlord’s records, and shall execute a commercially reasonable confidentiality agreement regarding such inspection. Tenant’s failure fails to dispute the amount of Additional Rent set forth stated in any an Actual Statement within one hundred twenty (120) 90 days of Tenant’s receipt of such Statement shall be deemed to be thereof, or Tenant’s approval of such Statement and Tenant, thereafter, waives the right or ability audit fails to dispute the amounts set forth disclose a discrepancy in such Statement. If Actual Statement within 180 days after such inspection, Tenant still disputes such Additional Rent, a determination as to the proper amount shall be made, at Tenant’s expense, by an independent certified public accountant (receipt of the “Accountant”) selected by Landlord and subject to Tenant’s reasonable approval; provided that if such Accountant determines that Direct Expenses were overstated by more than five percent (5%)Actual Statement in question, then the cost Actual Statement will be deemed binding on Tenant. If it is determined as a result of the Accountant and the cost of such determination shall be paid for by Landlord, and Landlord shall reimburse Tenant for the cost of the Tenant’s Accountant (provided that such cost shall be a reasonable market cost for such services). Tenant hereby acknowledges that Tenant’s sole right to inspect timely audit of Landlord’s books records (and records and Landlord’s certified public accountant’s concurrence therein) that Tenant was overcharged relative to contest the Direct Expenses, such overcharge shall entitle Tenant to a credit against its next payment of Direct Expenses in the amount of the overcharge plus, in the case of an overcharge exceeding three percent (3%) of the Direct Expenses payable by Tenant Expenses, the reasonable third party costs of such audit (and if such credit occurs following the expiration of the Term, Landlord shall be as set forth in this Section 4.6, and Tenant hereby waives any and all other rights pursuant to applicable law to inspect such books and records and/or to contest promptly pay the amount of such credit to Tenant). If it is determined as a result of Tenant’s timely audit of Landlord’s records (and Landlord’s certified public accountant’s concurrence therein), or otherwise, that Tenant was undercharged relative to the Direct Expenses payable by TenantExpenses, Tenant shall, within ten days of written demand, pay such undercharge to Landlord.

Landlord’s Books and Records. Within one hundred twenty Upon Tenant's written request given not more than [***] months after Tenant's receipt of a Statement for a particular Expense Year, and provided that Tenant is not then in monetary default or material non-monetary default under this Lease beyond the applicable notice and cure period provided in this Lease, Landlord shall furnish Tenant with such reasonable supporting documentation in connection with said Building Direct Expenses as Tenant may reasonably request. Landlord shall provide said information to Tenant within sixty (12060) days after Tenant's written request therefor. Within [***] months after receipt of a Statement by Tenant of a Statement(the "Review Period"), if Tenant disputes the amount of Additional Rent set forth in the Statement, a member of Tenant’s finance department, or an independent certified public accountant (which accountant (A) is a member of a nationally or regionally recognized accounting firm firm, and (B) is not working on a contingency fee basis) (“Tenant’s Accountant”), designated and paid for by Tenant, may, after reasonable notice to Landlord and at reasonable times, inspect Landlord’s 's records with respect to the Statement at Landlord’s offices's corporate office (located in either San Diego County or Los Angeles County), provided that there Tenant is no existing Event of Default not then in monetary default or material non-monetary default under this Lease (beyond any applicable notice and cure periods) and Tenant has paid all amounts required to be paid under the applicable Estimate Statement and Statement, as the case may be. In connection with such inspection, Tenant and Tenant’s 's agents must agree in advance to follow Landlord’s 's reasonable rules and procedures regarding inspections of Landlord’s records, [***] Confidential portions of this document have been redacted and shall execute a commercially reasonable confidentiality agreement regarding such inspection. Tenant’s failure to dispute filed separately with the amount of Additional Rent set forth in any Statement within one hundred twenty (120) days of Tenant’s receipt of such Statement shall be deemed to be Tenant’s approval of such Statement and Tenant, thereafter, waives the right or ability to dispute the amounts set forth in such Statement. If after such inspection, Tenant still disputes such Additional Rent, a determination as to the proper amount shall be made, at Tenant’s expense, by an independent certified public accountant (the “Accountant”) selected by Landlord and subject to Tenant’s reasonable approval; provided that if such Accountant determines that Direct Expenses were overstated by more than five percent (5%), then the cost of the Accountant and the cost of such determination shall be paid for by Landlord, and Landlord shall reimburse Tenant for the cost of the Tenant’s Accountant (provided that such cost shall be a reasonable market cost for such services). Tenant hereby acknowledges that Tenant’s sole right to inspect Landlord’s books and records and to contest the amount of Direct Expenses payable by Tenant shall be as set forth in this Section 4.6, and Tenant hereby waives any and all other rights pursuant to applicable law to inspect such books and records and/or to contest the amount of Direct Expenses payable by TenantCommission.

Landlord’s Books and Records. Within one hundred twenty forty-five (12045) days after receipt by Tenant of a StatementStatement by Tenant, if Tenant disputes the amount of Additional Rent Direct Expenses set forth in the Statement, a member of Tenant’s finance department, or an independent certified public accountant (which accountant is a member of a nationally recognized accounting firm and is which accountant shall not working be compensated on a contingency fee basis) (“Tenant’s Accountant”or similar basis related to the result of such audit), designated and paid for by Tenant, may, after reasonable notice Notice to Landlord and at reasonable timestimes subject to Landlord’s reasonable scheduling requirements, inspect Landlord’s records with respect to the Statement at Landlord’s offices, offices where such records are kept and/or where the accounting personnel responsible for calculating Direct Expenses work; provided that there Tenant is no existing Event of not then in Default under this Lease and Tenant has paid all amounts required to be paid under the applicable Estimate Statement Statement; and Statementfurther provided that such inspection must be completed within thirty (30) days after Landlord’s records are made available to Tenant. Tenant agrees that any records of Landlord reviewed under this Section 4.6 shall constitute confidential information of Landlord, as the case may be. In connection with such inspectionwhich Tenant shall not disclose, nor permit to be disclosed by Tenant or Tenant’s accountant, and Tenant’s agents accountant must agree in advance to follow Landlord’s reasonable rules and procedures regarding inspections of Landlord’s records, and shall execute enter into a commercially reasonable confidentiality agreement regarding with Landlord prior to commencing the audit. If, within ten (10) days after such inspection, Tenant notifies Landlord in writing that Tenant still disputes such Direct Expenses included in the Statement, then a certification as to the proper amount shall be made, at Tenant’s expense, by an independent certified public accountant selected by Landlord, which certification shall be final and conclusive; provided, however, if the actual amount of Direct Expenses due for that Expense Year, as determined by such certification, is determined to have been overstated by more than six percent (6%), then Landlord shall pay the reasonable fees of Tenant’s audit and the reasonable costs associated with such certification, in each instance exclusive of travel expenses. Tenant’s failure (i) to dispute the amount of Additional Rent set forth in take exception to any Statement within one hundred twenty forty-five (12045) days of after Tenant’s receipt of such Statement or (ii) to timely complete its inspection of Landlord’s records or (iii) to timely notify Landlord of any remaining dispute after such inspection shall be deemed to be Tenant’s approval of such Statement and Tenant, thereafter, waives the right or ability to dispute the amounts set forth in such Statement. If after such inspection, Tenant still disputes such Additional Rent, a determination as to the proper amount which Statement shall be made, at Tenant’s expense, by an independent certified public accountant (the “Accountant”) selected by Landlord considered final and subject to Tenant’s reasonable approval; provided that if such Accountant determines that Direct Expenses were overstated by more than five percent (5%), then the cost of the Accountant and the cost of such determination shall be paid for by Landlord, and Landlord shall reimburse Tenant for the cost of the Tenant’s Accountant (provided that such cost shall be a reasonable market cost for such services). Tenant hereby acknowledges that Tenant’s sole right to inspect Landlord’s books and records and to contest the amount of Direct Expenses payable by Tenant shall be as set forth in this Section 4.6, and Tenant hereby waives any and all other rights pursuant to applicable law to inspect such books and records and/or to contest the amount of Direct Expenses payable by Tenantbinding.

Landlord’s Books and Records. Within one hundred twenty forty-five (12045) days after receipt by Tenant of a StatementStatement by Tenant, if Tenant disputes the amount of Additional Rent Direct Expenses allocated to the tenants of the Building pursuant to Section 4.3.1 above and set forth in the Statement, a member of Tenant’s finance department, or an independent certified public accountant (which accountant is a member of a nationally or regionally recognized accounting firm and is which accountant shall not working be compensated on a contingency fee basisor similar basis related to the result of such audit) or other authorized representative (“Tenant’s Accountant”which representative shall not be compensated on a contingency fee or similar basis related to such audit), designated and paid for by Tenant, may, within ten (10) business days after reasonable Landlord’s receipt of notice to Landlord and at reasonable timesfrom Tenant and, in any event, only during normal business hours, inspect Landlord’s records with respect to the Statement at Landlord’s offices, ; provided that there Tenant is no existing Event of Default not then in default under this Lease and Tenant has paid all amounts required to be paid under the applicable Estimate Statement Statement; and Statementfurther provided that such inspection must be completed within ten (10) business days after Landlord’s full and complete records are made available to Tenant. Tenant agrees that any records of Landlord reviewed under this Section 4.6 shall constitute confidential information of Landlord, as the case may bewhich Tenant shall not disclose, nor permit to be disclosed by Tenant or Tenant’s accountant. In connection with If, within thirty (30) days after such inspection, Tenant notifies Landlord in writing that Tenant still disputes such Direct Expenses allocated to the tenants of the Building pursuant to Section 4.3.1 above and included in the Statement, then a certification as to the proper amount shall be made, at Tenant’s agents must agree in advance expense, by an independent certified public accountant selected by Landlord, which certification shall be final and conclusive; provided, however, if the actual amount of Direct Expenses allocated to follow Landlordthe tenants of the Building pursuant to Section 4.3.1 above and due for that Expense Year, as determined by such certification, is determined to have been overstated by more than five percent (5%), then Landlord shall pay the costs associated with such certification and the costs of Tenant’s reasonable rules and procedures regarding inspections inspection of Landlord’s records, and shall execute a commercially reasonable confidentiality agreement regarding such inspection. Tenant’s failure (1) to dispute the amount of Additional Rent set forth in take exception to any Statement within one hundred twenty forty-five (12045) days of after Tenant’s receipt of such Statement or (ii) to timely complete its inspection of Landlord’s records or (iii) to timely notify Landlord of any remaining dispute after such inspection shall be deemed to be Tenant’s approval of such Statement and Tenant, thereafter, waives the right or ability to dispute the amounts set forth in such Statement, which Statement shall be considered final and binding. If after such inspectionNotwithstanding anything in this Section 4.6 to the contrary, Tenant still disputes such Additional Rent, a determination as to the proper amount shall be made, at Tenant’s expense, by an independent certified public accountant (the “Accountant”) selected by Landlord and subject to Tenant’s reasonable approval; provided that if such Accountant determines that Direct Expenses were overstated by more than five percent (5%), then the cost of the Accountant and the cost of such determination shall be paid for by Landlord, and Landlord shall reimburse Tenant for the cost of the Tenant’s Accountant (provided that such cost shall be a reasonable market cost for such services). Tenant hereby acknowledges that Tenant’s sole right to may not inspect Landlord’s books and records and pursuant to contest the amount of Direct Expenses payable by Tenant shall be as set forth in this Section 4.6, and Tenant hereby waives any and all other rights pursuant to applicable law to inspect such books and records and/or to contest the amount of Direct Expenses payable by Tenant.4.6 more than once per Expense Year. 4.7

Landlord’s Books and Records. Within Notwithstanding anything to the contrary contained in this Lease, if, within one hundred twenty eighty (120180) days after receipt by Tenant of a StatementStatement by Tenant, if Tenant (i) reasonably disputes the amount of Additional Rent any amounts set forth in any Statement described above in this Article 4, and (ii) is not then in default under this Lease beyond any applicable notice and cure periods, then Tenant shall have the Statement, a member right to cause Landlord’s general ledger of Tenant’s finance department, or an independent certified public accountant (which accountant is a member of accounts and Direct Expenses with respect to such disputed Statement only to be audited by a nationally recognized accounting firm of certified public accountants, at no cost or expense to Landlord, which has prior experience in the review of financial statements and is which shall not working be retained by Tenant on a contingency fee basis; provided, however, Tenant shall not have the right to perform any such audit more than one (1) time for any Expense Year during the Lease Term. Any audit conducted by or on behalf of Tenant shall be completed in a diligent and timely manner (“but in any event within two (2) months after Tenant initially disputes the applicable Statement) and shall be performed at Landlord’s office during Landlord’s normal business hours and in a manner so as to minimize interference with Landlord’s business operations. Landlord shall have no obligation to make photocopies of any of Landlord’s ledgers of Direct Expenses, invoices or other items. Tenant agrees to keep, and to cause Tenant’s Accountant”)accountant and its employees to keep, designated all information revealed by any audit of Landlord’s books and paid for records strictly confidential and not to disclose any such information or permit any such information to be disclosed to anyone other than Landlord and Tenant’s employees and agents participating in such audit, unless compelled to do so by law or in litigation with Landlord, and Tenant and its accountant shall sign a commercially reasonable confidentiality agreement reflecting such confidentiality. Tenant’s audit shall be limited to an on-site review of Landlord’s general ledger of accounts and supporting documentation. If after such audit, Landlord and Tenant dispute the results of such audit, at Tenant’s request, a certified public accounting firm selected by Landlord, and reasonably approved by Tenant, mayshall, after reasonable notice at Tenant’s cost, conduct an audit of the relevant Direct Expenses. The amounts payable under this Section 4.6 by Landlord to Landlord and at reasonable times, inspect Tenant or by Tenant to Landlord’s records with respect to the Statement at Landlord’s offices, provided that there is no existing Event of Default and Tenant has paid all amounts required to be paid under the applicable Estimate Statement and Statement, as the case may be, will be appropriately adjusted on the basis of such audit. In connection with If such inspectionaudit discloses an overstatement of Direct Expenses in excess of five percent (5%) for such Expense Year, Landlord shall reimburse Tenant and for all of the overcharges plus the reasonable cost of both audits within thirty (30) days after completion of such audit; otherwise the cost of such audits shall be borne by Tenant’s agents must agree in advance . Tenant agrees that this Section 4.6 shall be the sole method to follow Landlord’s reasonable rules and procedures regarding inspections of Landlord’s records, and shall execute a commercially reasonable confidentiality agreement regarding such inspection. Tenant’s failure be used by Tenant to dispute the amount of Additional Rent set forth in any Statement within one hundred twenty (120) days of Tenant’s receipt of such Statement shall be deemed to be Tenant’s approval of such Statement and Tenant, thereafter, waives the right or ability to dispute the amounts set forth in such Statement. If after such inspection, Tenant still disputes such Additional Rent, a determination as to the proper amount shall be made, at Tenant’s expense, by an independent certified public accountant (the “Accountant”) selected by Landlord and subject to Tenant’s reasonable approval; provided that if such Accountant determines that Direct Expenses were overstated by more than five percent (5%), then the cost of the Accountant and the cost of such determination shall be paid for by Landlord, and Landlord shall reimburse Tenant for the cost of the Tenant’s Accountant (provided that such cost shall be a reasonable market cost for such services). Tenant hereby acknowledges that Tenant’s sole right to inspect Landlord’s books and records and to contest the amount of Direct Expenses payable by Tenant shall be as set forth in pursuant to the terms of this Section 4.6Lease, and Tenant hereby waives any and all other rights pursuant to applicable at law to inspect such books and records and/or to contest the amount of Direct Expenses payable by Tenantor in equity relating thereto.

Landlord’s Books and Records. Within Notwithstanding anything to the contrary contained in this Lease, if, within one hundred twenty eighty (120180) days after receipt by Tenant of a StatementStatement by Tenant, if Tenant (i) reasonably disputes the amount of Additional Rent any amounts set forth in any Statement described above in this Article 4, and (ii) no Event of Default has occurred and is continuing, then Tenant shall have the Statement, right to cause Landlord’s books and records to be audited by a member firm of Tenant’s finance department, or an independent certified public accountant accountants reasonably approved by Landlord, at no cost or expense to Landlord (except as provided below), which accountant is a member has prior experience in the review of a nationally recognized accounting firm financial statements and is which shall not working be retained by Tenant on a contingency fee basis; provided, however, Tenant shall not have the right to perform any such audit more than one (1) time for any Expense Year during the Lease Term. Any audit conducted by or on behalf of Tenant shall be completed in a diligent manner and timely manner (“but in any event within two (2) months after Tenant initially disputes the applicable Statement) and shall be performed at Landlord’s office during Landlord’s normal business hours and in a manner so as to minimize interference with Landlord’s business operations. Landlord shall have no obligation and Tenant shall have no right to make photocopies of any of Landlord’s ledgers, invoices or other items. Tenant agrees to keep, and to cause Tenant’s Accountant”)accountant and its employees to keep, designated all information revealed by any audit of Landlord’s books and paid for records strictly confidential and not to disclose any such information or permit any such information to be disclosed to anyone other than Landlord, unless compelled to do so by a court of law or any Applicable Law, statute, code, rule or regulation, and Tenant and its accountant and their employees shall sign a confidentiality agreement reflecting such confidentiality. Tenant’s audit shall be limited to an on-site review of Landlord’s general ledger of accounts and supporting documentation. If after such audit, Landlord disputes the results of such audit, at Landlord’s request, a certified public accounting firm selected by Landlord, and reasonably approved by Tenant, mayshall, after reasonable notice to Landlord and at reasonable times, inspect Landlord’s records with respect to the Statement at Landlord’s officescost, provided that there is no existing Event conduct an audit of Default and the relevant Direct Expenses. The amounts payable under this Section 4.6 by Landlord to Tenant has paid all amounts required or by Tenant to be paid under the applicable Estimate Statement and StatementLandlord, as the case may be. In connection with such inspection, Tenant and Tenant’s agents must agree in advance to follow Landlord’s reasonable rules and procedures regarding inspections of Landlord’s records, and shall execute a commercially reasonable confidentiality agreement regarding such inspection. Tenant’s failure to dispute will be appropriately adjusted on the amount of Additional Rent set forth in any Statement within one hundred twenty (120) days of Tenant’s receipt basis of such Statement shall be deemed to be Tenant’s approval of such Statement and Tenant, thereafter, waives the right or ability to dispute the amounts set forth in such Statementaudit. If after such inspection, Tenant still disputes such Additional Rent, a determination as to the proper amount shall be made, at Tenant’s expense, by audit discloses an independent certified public accountant (the “Accountant”) selected by Landlord and subject to Tenant’s reasonable approval; provided that if such Accountant determines that overstatement of Direct Expenses were overstated by more than in excess of five percent (5%)) -12- HCP XXXXXX XXXXX, then the cost of the Accountant and the cost of LLC [11099 NORTH XXXXXX XXXXX ROAD] [Synthorx Inc.] for such determination shall be paid for by LandlordExpense Year, and Landlord shall reimburse Tenant for the reasonable cost of the Tenant’s Accountant (provided that first audit; otherwise the cost of such cost audit shall be a reasonable market cost for such services)borne by Tenant. Tenant hereby acknowledges agrees that Tenant’s this Section 4.6 shall be the sole right method to inspect Landlord’s books and records and be used by Tenant to contest dispute the amount of any Direct Expenses payable by Tenant shall be as set forth in pursuant to the terms of this Section 4.6Lease, and Tenant hereby waives any and all other rights pursuant to applicable at law to inspect such books and records and/or to contest or in equity relating thereto. The provisions of this Section 4.6 shall survive the amount expiration or earlier termination of Direct Expenses payable by Tenantthe Lease Term.

Landlord’s Books and Records. Upon Tenant’s written request given not more than ninety (90) days after Tenant’s receipt of a Statement for a particular Expense Year, and provided that Tenant is not then in default under this Lease beyond the applicable cure period provided in this Lease, Landlord shall furnish Tenant with such reasonable supporting documentation in connection with said Direct Expenses as Tenant may reasonably request. Landlord shall provide said information to Tenant within sixty (60) days after Tenant’s written request therefor. Within one hundred twenty (120eighty ( 180) days after receipt of a Statement by Tenant of a Statement(the “Review Period”), if Tenant disputes the amount of Additional Rent set forth in the Statement, a member of Tenant’s finance department, or an independent certified public accountant (which accountant (A) is a member of a nationally or regionally recognized accounting firm firm, and (B) is not working on a contingency fee basis) (“Tenant’s Accountant”), designated and paid for by Tenant, may, after reasonable notice to Landlord and at reasonable times, inspect Landlord’s records with respect to the Statement at Landlord’s offices, provided that there Tenant is no existing Event of Default not then in default under this Lease (beyond any applicable notice and cure periods) and Tenant has paid all amounts required to be paid under the applicable Estimate Statement and Statement, as the case may be. In connection with such inspection, Tenant and Tenant’s agents must agree in advance to follow Landlord’s reasonable rules and procedures regarding inspections of Landlord’s records, and shall execute a commercially reasonable confidentiality agreement regarding such inspection. Tenant’s failure to dispute the amount of Additional Rent set forth in any Statement within one hundred twenty (120) days of Tenant’s receipt of such Statement the Review Period shall be deemed to be Tenant’s approval of such Statement and Tenant, thereafter, waives the right or ability to dispute the amounts set forth in such Statement. If after such inspection, Tenant still disputes such Additional Rent, a determination as to the proper amount shall be mademade , at Tenant’s expenseexpense , by an independent certified public accountant (the “Accountant”) selected by Landlord and subject to Tenant’s reasonable approval; provided that if such determination by the Accountant determines proves that Direct Expenses were overstated by more than five four percent (54%), then the cost of the Accountant and the cost of such determination shall be paid for by Landlord, and Landlord shall reimburse Tenant for the cost of the Tenant’s Accountant (provided that such cost shall be a reasonable market cost for such services). Tenant hereby acknowledges that Tenant’s sole right to inspect Landlord’s books and records and to contest the amount of Direct Expenses payable by Tenant shall be as set forth in this Section 4.6, and Tenant hereby waives any and all other rights pursuant to applicable law to inspect such books and records and/or to contest the amount of Direct Expenses payable by Tenant.

Landlord’s Books and Records. Upon Tenant’s written request given not more than ninety (90) days after Tenant’s receipt of a Statement for a particular Expense Year, and provided that Tenant is not then in default under this Lease beyond the applicable cure period provided in this Lease, specifically including, but not limited to, the timely payment of Additional Rent (whether or not the same is subject of the dispute), Landlord shall furnish Tenant with such reasonable supporting documentation in connection with said Direct Expenses as Tenant may reasonably request. Landlord shall provide said information to Tenant within sixty (60) days after Tenant’s written request therefor. Within one hundred twenty eighty (120180) days after receipt of a Statement by Tenant of a Statement(the “Review Period”), if Tenant disputes the amount of Additional Rent set forth in the Statement, a member of at Tenant’s finance departmentelection, (i) an employee of Tenant who has previous experience in auditing financial operating records of landlords of office buildings, or (ii) an independent certified public accountant (which accountant (A) is a member of a nationally or regionally recognized accounting firm which has previous experience in auditing financial operating records of landlords of office buildings, (B) shall not already be providing primary accounting and/or lease administration services to Tenant and shall not have provided primary accounting and/or lease administration services to Tenant in the past three (3) years, (C) is not working on a contingency fee basisbasis [i.e., Tenant must be billed based on the actual time and materials that are incurred by the accounting firm in the performance of the audit], and (D) (“Tenant’s Accountant”), shall not currently or in the future be providing accounting and/or lease administration services to another tenant in the Building and/or the Project in connection with a review or audit by such other tenant of Direct Expenses) designated and paid for by Tenant, may, after reasonable notice to Landlord and at reasonable times, inspect audit Landlord’s records with respect to the Statement at Landlord’s corporate offices, provided that there (i) Tenant is no existing Event of Default not then in default under this Lease (beyond any applicable notice and cure periods provided under this Lease), (ii) Tenant has paid all amounts required to be paid under the applicable Estimate Statement and Statement, as the case may be, and (iii) a copy of the audit agreement between Tenant and its particular auditor has been delivered to Landlord prior to the commencement of the audit. In connection with such inspectionaudit, Tenant and Tenant’s agents must agree in advance to follow Landlord’s reasonable rules and procedures regarding inspections audits of Landlord’s records, and shall execute a commercially reasonable confidentiality agreement regarding such inspectionaudit. Any audit report prepared by Tenant’s auditors shall be delivered concurrently to Landlord and Tenant within the Review Period. Tenant’s failure to dispute the amount of Additional Rent set forth in any Statement within one hundred twenty (120) days of Tenant’s receipt of such Statement the Review Period shall be deemed to be Tenant’s approval of such Statement and Tenant, thereafter, waives the right or ability to dispute audit the amounts set forth in such Statement. If after such inspectionaudit, Tenant still disputes such Additional Rent, a determination an audit as to the proper amount shall be made, at Tenant’s expense, by an independent certified public accountant (the “Accountant”) selected by Landlord and subject to Tenant’s reasonable approval; provided that if such auditing by the Accountant determines proves that Direct Expenses were overstated by more than five percent (5%), then the cost of the Accountant and the cost of such determination audit shall be paid for by Landlord, and Landlord shall reimburse Tenant for the cost of the Tenant’s Accountant (provided that such cost shall be a reasonable market cost for such services). Tenant hereby acknowledges that Tenant’s sole right to inspect audit Landlord’s books and records and to contest the amount of Direct Expenses payable by Tenant shall be as set forth in this Section 4.6, and Tenant hereby waives any and all other rights pursuant to applicable law to inspect audit such books and records and/or to contest the amount of Direct Expenses payable by Tenant.

Landlord’s Books and Records. Within one hundred twenty (120) days after receipt by Tenant of a Statement, if In the event that Tenant disputes the amount of Additional Rent set forth in any annual Statement delivered by Landlord, then Tenant shall have the Statement, a member of right within one hundred eighty (180) days after Tenant’s finance departmentreceipt of the Statement (the “Review Period”) to provide written notice to Landlord that it intends to inspect, or an independent certified public accountant cause any agent, consultant or employee of Tenant (which accountant is a member which, for the purpose of a nationally recognized accounting firm and is not working this provision, shall exclude any party hired by Tenant on a commission or contingency fee basis) to inspect, Landlord’s accounting records for the Expense Year covered by such Statement during normal business hours (“Tenant’s AccountantTenant Review”), designated and paid for by Tenant, may, after reasonable notice to Landlord and at reasonable times, inspect . Any Tenant Review shall take place in Landlord’s records office at the Project or at such other location in the State of California as Landlord may reasonably designate, and Landlord will provide Tenant with reasonable accommodations for such Tenant Review and reasonable use of such available office equipment. Tenant shall provide Landlord with not less than two (2) weeks’ prior written notice of its desire to conduct such Tenant Review. In connection with the foregoing Tenant Review, Landlord shall furnish Tenant with such reasonable supporting documentation relating to the subject Statement as Tenant may reasonably request. In no event shall Tenant have the right to conduct such Tenant Review if Tenant is then in Default under this Lease with respect to the Statement at Landlordany of Tenant’s officesmonetary obligations, provided that there is no existing Event of Default and Tenant has paid all including, without limitation, any amounts required to be paid under the applicable Estimate Statement and Statement, as which is the case may besubject of such Tenant Review. In connection with such inspectionaddition, (i) if Tenant does not notify Landlord in writing of any objection to an annual Statement and Tenant’s agents must agree intent to conduct such Tenant Review thereof within the applicable Review Period, or (ii) if after Tenant has timely delivered such notice, Tenant fails to complete such Tenant Review and notify Landlord in advance to follow Landlord’s reasonable rules and procedures regarding inspections of Landlord’s records, and shall execute a commercially reasonable confidentiality agreement regarding such inspection. Tenant’s failure writing that it continues to dispute the amount amounts of Additional Rent set forth in any shown on such Statement within one hundred twenty eighty (120180) days of Tenant’s receipt of after such Statement Review Period, then Tenant shall be deemed to be Tenant’s approval of have waived such Statement objection and Tenant, thereafter, waives the right or ability to subsequently dispute the amounts set forth in such Statement. If after such inspectionIn the event that following Tenant’s Review, Tenant still disputes continues to dispute the amounts of Additional Rent shown on the Statement and Landlord and Tenant are unable to resolve such Additional Rentdispute within such 180-day period set forth hereinabove, a determination as then either Landlord or Tenant may submit the matter to binding arbitration to the American Arbitration Association (“AAA”), which arbitration shall be conducted in Los Angeles County under the Commercial Arbitration Rules of the AAA then in effect and otherwise in accordance with California law, and the proper amount of the disputed items and/or categories of Direct Expenses to be shown on such Statement shall be madedetermined by such AAA arbitration proceeding, at which shall be conclusive and binding upon both Landlord Main Lease and Tenant; provided, however, if neither party submits such dispute to arbitration within thirty (30) days after the second such 180-day period, Tenant shall be deemed to have waived such dispute and the right to subsequently dispute any such amounts. If the resolution of the parties’ dispute with regard to the Additional Rent shown on the Statement, pursuant to the arbitration award or agreement of the parties, reveals an error in the calculation of Tenant’s expenseShare of Direct Expenses to be paid for such Expense Year, by an independent certified public accountant the parties’ sole remedy shall be for the parties to make appropriate payments or reimbursements, as the case may be, to each other as are determined to be owing. Any such payments shall be made within thirty (30) days following the “Accountant”) selected resolution of such dispute. At Tenant’s election, to the extent agreed upon by Landlord and subject Tenant or pursuant to Tenant’s any such arbitration award, Tenant may treat any overpayments resulting from the foregoing resolution of such parties’ dispute as a credit against Rent until such amounts are otherwise paid to Tenant by Landlord. Tenant shall be responsible and shall pay for all costs and expenses associated with the Tenant Review, as part of the Arbitration Costs. Tenant shall also be responsible and shall pay for all reasonable approval; audit fees, attorneys’ fees and related costs of Tenant relating to an arbitration award (collectively, the “Arbitration Costs”), provided that if such Accountant determines that the parties’ final resolution of the dispute involves the overstatement by Landlord of Direct Expenses were overstated by more than five for such Expense Year in excess of three percent (53%), then the cost of the Accountant and the cost of such determination Landlord shall be paid responsible and shall pay for by Landlordall Arbitration Costs. Tenant and each agent, consultant and employee of Tenant conducting a Tenant Review pursuant to this Section 4.6 shall, and Landlord each of them shall reimburse Tenant for the cost of the Tenant’s Accountant (provided that such cost shall be a use their commercially reasonable market cost for such services). Tenant hereby acknowledges that Tenant’s sole right efforts to inspect cause their respective agents and employees to, maintain all information contained in Landlord’s books and records and to contest the amount results of Direct Expenses payable by such Tenant Review and any arbitration proceeding under this Section 4.6 in strict confidence, and in connection therewith, Tenant shall be cause each such Tenant Party to execute such commercially reasonable confidentiality agreements as set forth in Landlord may reasonably require prior to conducting any such Tenant Review. This paragraph shall survive the expiration or earlier termination of this Section 4.6, and Tenant hereby waives any and all other Lease to allow the parties to enforce their respective rights pursuant to applicable law to inspect such books and records and/or to contest the amount of Direct Expenses payable by Tenanthereunder.

Landlord’s Books and Records. Within one hundred twenty (120) days after receipt by Tenant of a Statement, if Tenant disputes the amount of Additional Rent set forth in the Statement, a member of Tenant’s finance department, or an independent certified public accountant (which accountant is a member of a nationally recognized accounting firm and is not working on a contingency fee basis) (“Tenant’s HCP, INC [Britannia Pointe Grand] [ORIC Pharmaceuticals, Inc.] Accountant”), designated and paid for by Tenant, may, after reasonable notice to Landlord and at reasonable times, inspect Landlord’s records with respect to the Statement at Landlord’s offices, provided that there is no existing Event of Default and Tenant has paid all amounts required to be paid under the applicable Estimate Statement and Statement, as the case may be. In connection with such inspection, Tenant and Tenant’s agents must agree in advance to follow Landlord’s reasonable rules and procedures regarding inspections of Landlord’s records, and shall execute a commercially reasonable confidentiality agreement regarding such inspection. Tenant’s failure to dispute the amount of Additional Rent set forth in any Statement within one hundred twenty (120) days of Tenant’s receipt of such Statement shall be deemed to be Tenant’s approval of such Statement and Tenant, thereafter, waives the right or ability to dispute the amounts set forth in such Statement. If after such inspection, Tenant still disputes such Additional Rent, a determination as to the proper amount shall be made, at Tenant’s expense, by an independent certified public accountant (the “Accountant”) selected by Landlord and subject to Tenant’s reasonable approval; provided that if such Accountant determines that Direct Expenses were overstated by more than five percent (5%), then the cost of the Accountant and the cost of such determination shall be paid for by Landlord, and Landlord shall reimburse Tenant for Tenant’s the cost of the Tenant’s Accountant (provided that such cost shall be a reasonable market cost for such services). Tenant hereby acknowledges that Tenant’s sole right to inspect Landlord’s books and records and to contest the amount of Direct Expenses payable by Tenant shall be as set forth in this Section 4.6, and Tenant hereby waives any and all other rights pursuant to applicable law to inspect such books and records and/or to contest the amount of Direct Expenses payable by Tenant.

Landlord’s Books and Records. Within one hundred twenty eighty (120180) days after receipt receiving any Statement (the “Review Notice Period”), Tenant may give Landlord notice (“Review Notice”) stating that Tenant elects to review Landlord’s calculation of the Direct Expenses for the Expense Year to which such Statement applies and identifying with reasonable specificity the records of Landlord reasonably relating to such matters that Tenant desires to review. Within a reasonable time after receiving a timely Review Notice (and, at Landlord’s option, an executed commercially reasonable confidentiality agreement as described below), Landlord shall make available for inspection at Landlord’s office, or if Landlord’s office is no longer located in Los Angeles, California, at a location reasonably designated by Landlord, copies of such records. Within sixty (60) days after all such records are made available to Tenant of (the “Objection Period”), Tenant may deliver to Landlord a notice (an “Objection Notice”) stating with reasonable specificity any objections to the Statement, if in which event Landlord and Tenant disputes shall work together in good faith to resolve Tenant’s objections. Tenant may not deliver more than one (1) Review Notice with respect to any single Statement. If Tenant fails to give Landlord a Review Notice before the expiration of the Review Notice Period or fails to give Landlord an Objection Notice before the expiration of the Objection Period, Tenant shall be deemed to have approved the Statement. The records and any related information obtained from Landlord shall be treated as confidential, by Tenant, its employees, auditors, consultants, and any other parties reviewing the same on behalf of Tenant (collectively, “Tenant’s Auditors”). If, for any Expense Year, Landlord and Tenant determine that the Direct Expenses are less or more than the amount shown on the applicable Statement, Tenant shall receive a credit in the amount of Additional its overpayment against Rent set forth in then or next due hereunder, or pay Landlord the amount of its underpayment with the Rent next due hereunder; provided, however, that if this Lease has expired or terminated and Tenant has vacated the Premises, Landlord shall pay Tenant the amount of its overpayment (less any Rent due), or Tenant shall pay Landlord the amount of its underpayment, within thirty (30) days after such determination. If Tenant delivers an Objection Notice before the expiration of the Objection Period, but Landlord and Tenant are unable to agree on whether the Direct Expenses are less or more than the amount shown on the applicable Statement, a member of then Landlord and Tenant shall submit Tenant’s finance department, or objections to an independent certified public accountant (which accountant is a member of a nationally recognized accounting firm and is not working on a contingency fee basis) (“Tenant’s Accountant”), designated and paid for by Tenant, may, after reasonable notice reasonably acceptable to both Landlord and at reasonable times, inspect Landlord’s records with respect Tenant to the Statement at Landlord’s offices, provided that there is no existing Event of Default issue a final and conclusive resolution thereof. Tenant has paid all amounts required to be paid under the applicable Estimate Statement and Statement, as the case may be. In connection with such inspection, Tenant and Tenant’s agents must agree in advance to follow Landlord’s reasonable rules and procedures regarding inspections of Landlord’s records, and shall execute a commercially reasonable confidentiality agreement regarding such inspection. Tenant’s failure to dispute the amount of Additional Rent set forth in any Statement within one hundred twenty (120) days of Tenant’s receipt of such Statement shall be deemed to be Tenant’s approval of such Statement and Tenant, thereafter, waives the right or ability to dispute the amounts set forth in such Statement. If after such inspection, Tenant still disputes such Additional Rent, a determination as to the proper amount shall be made, at Tenant’s expense, by an independent certified public accountant (the “Accountant”) selected by Landlord and subject to Tenant’s reasonable approval; provided that if such Accountant determines that Direct Expenses were overstated by more than five percent (5%), then the cost of the Accountant and pay the cost of such determination shall be paid for independent certification unless such Statement overstated the amount of the Direct Expenses by Landlordmore than three percent (3%), and in which case Landlord shall reimburse Tenant for bear the cost of such independent certification and also Landlord shall bear or reimburse to Tenant (as applicable) the reasonable cost of Tenant’s Accountant (provided that such cost shall be a reasonable market cost for such services). Tenant hereby acknowledges that Tenant’s sole right to inspect Landlord’s books and records and to contest the amount of Direct Expenses payable by Tenant shall be as set forth in this Section 4.6, and Tenant hereby waives any and all other rights pursuant to applicable law to inspect such books and records and/or to contest the amount of Direct Expenses payable by TenantAuditors’ review.

Landlord’s Books and Records. Within one hundred twenty eighty (120180) days after receipt by Tenant of a StatementStatement by Tenant, if Tenant disputes the amount of Additional Rent set forth in the Statement, a member of Tenant’s finance department, or an independent certified public accountant (which accountant is a member of a nationally recognized accounting firm and is not working on a contingency fee basis) (“Tenant’s Accountant”), designated and paid for by Tenant, may, after reasonable notice to Landlord and at reasonable times, inspect Landlord’s records with respect to the Statement at Landlord’s offices, provided that there Tenant is no existing Event not then in default under this Lease after the expiration of Default any applicable cure period and Tenant has paid all amounts required to be paid under the applicable Estimate Statement and Statement, as the case may be. In connection with such inspection, Tenant and Tenant’s agents must agree in advance to follow Landlord’s reasonable rules and procedures regarding inspections of Landlord’s records, and shall execute a commercially reasonable confidentiality agreement regarding such inspection. Tenant’s failure to dispute the amount of Additional Rent set forth in any Statement within one hundred twenty eighty (120180) days of Tenant’s receipt of such Statement shall be deemed to be Tenant’s approval of such Statement and Tenant, thereafter, waives the right or ability to dispute the amounts set forth in such Statement. If after such inspection, Tenant still disputes such Additional Rent, a determination as to the proper amount shall be made, at Tenant’s expense, by an independent certified public accountant (the “Accountant”) selected by Landlord and subject to Tenant’s reasonable approval; provided that if such determination by the Accountant determines proves that Direct Expenses were overstated by more than five four percent (54%), then the cost of the Accountant and the cost of such determination shall be paid for by Landlord, and Landlord shall reimburse Tenant for the cost of the Tenant’s Accountant (provided that such cost shall be a reasonable market cost for such services). Tenant hereby acknowledges that Tenant’s sole right to inspect Landlord’s books and records and to contest the amount of Direct Expenses payable by Tenant shall be as set forth in this Section 4.6, and Tenant hereby waives any and all other rights pursuant to applicable law to inspect such books and records and/or to contest the amount of Direct Expenses payable by TenantTenant with respect to such Statement.

Landlord’s Books and Records. Within one hundred twenty forty-five (12045) days after receipt by Tenant of a StatementStatement by Tenant, if Tenant disputes the amount of Additional Rent Direct Expenses allocated to the tenants of the Building pursuant to Section 4.3.1 above and set forth in the Statement, a member of Tenant’s finance department, or an independent certified public accountant (which accountant is a member of a nationally or regionally recognized accounting firm and is which accountant shall not working be compensated on a contingency fee basisor similar basis related to the result of such audit) or other authorized representative (“Tenant’s Accountant”which representative shall not be compensated on a contingency fee or similar basis related to such audit), designated and paid for by Tenant, may, within ten (10) business days after reasonable Landlord’s receipt of notice to Landlord and at reasonable timesfrom Tenant and, in any event, only during normal business hours, inspect Landlord’s records with respect to the Statement at Landlord’s offices, ; provided that there Tenant is no existing Event of Default not then in default under this Lease and Tenant has paid all amounts required to be paid under the applicable Estimate Statement Statement; and Statementfurther provided that such inspection must be completed within ten (10) business days after Landlord’s full and complete records are made available to Tenant. Tenant agrees that any records of Landlord reviewed under this Section 4.6 shall constitute confidential information of Landlord, as the case may bewhich Tenant shall not disclose, nor permit to be disclosed by Tenant or Tenant’s accountant. In connection with If, within thirty (30) days after such inspection, Tenant notifies Landlord in writing that Tenant still disputes such Direct Expenses allocated to the tenants of the Building pursuant to Section 4.3.1 above and included in the Statement, then a certification as to the proper amount shall be made, at Tenant’s agents must agree in advance expense, by an independent certified public accountant selected by Landlord, which certification shall be final and conclusive; provided, however, if the actual amount of Direct Expenses allocated to follow Landlordthe tenants of the Building pursuant to Section 4.3.1 above and due for that Expense Year, as determined by such certification, is determined to have been overstated by more than five percent (5%), then Landlord shall pay the costs associated with such certification and the costs of Tenant’s reasonable rules and procedures regarding inspections inspection of Landlord’s records, and shall execute a commercially reasonable confidentiality agreement regarding such inspection. Tenant’s failure (i) to dispute the amount of Additional Rent set forth in take exception to any Statement within one hundred twenty forty-five (12045) days of after Tenant’s receipt of such Statement or (ii) to timely complete its inspection of Landlord’s records or (iii) to timely notify Landlord of any remaining dispute after such inspection shall be deemed to be Tenant’s approval of such Statement and Tenant, thereafter, waives the right or ability to dispute the amounts set forth in such Statement, which Statement shall be considered final and binding. If after such inspectionNotwithstanding anything in this Section 4.6 to the contrary, Tenant still disputes such Additional Rent, a determination as to the proper amount shall be made, at Tenant’s expense, by an independent certified public accountant (the “Accountant”) selected by Landlord and subject to Tenant’s reasonable approval; provided that if such Accountant determines that Direct Expenses were overstated by more than five percent (5%), then the cost of the Accountant and the cost of such determination shall be paid for by Landlord, and Landlord shall reimburse Tenant for the cost of the Tenant’s Accountant (provided that such cost shall be a reasonable market cost for such services). Tenant hereby acknowledges that Tenant’s sole right to may not inspect Landlord’s books and records and pursuant to contest the amount of Direct Expenses payable by Tenant shall be as set forth in this Section 4.6, and Tenant hereby waives any and all other rights pursuant to applicable law to inspect such books and records and/or to contest the amount of Direct Expenses payable by Tenant4.6 more than once per Expense Year.

Landlord’s Books and Records. Within one hundred twenty eighty (120180) days after receipt by Tenant of a StatementStatement by Tenant, if Tenant disputes the amount of Additional Rent set forth in the Statement, a member of Tenant’s finance department, or an independent reputable certified public accountant (which accountant is a member of a reputable independent nationally or regionally recognized accounting firm and has had previous experience in reviewing financial operating records of landlords of office buildings; provided that such accountant is not working retained by Tenant on a contingency fee basis) (“Tenant’s Accountant”), designated and paid for by Tenant, may, after reasonable notice to Landlord and at reasonable times, inspect Landlord’s records with respect to the Statement at Landlord’s offices, provided that there Tenant is no existing Event of Default and Tenant has paid all amounts required to be paid not then in default under this Lease beyond the applicable Estimate Statement notice and Statement, as the case may becure period. In connection with such inspection, Tenant and Tenant’s agents must agree in advance to follow abide by Landlord’s reasonable rules and procedures regarding inspections of Landlord’s records, and shall execute a commercially reasonable confidentiality agreement regarding such inspection. Tenant’s failure to dispute the amount of Additional Rent set forth in any Statement within one hundred twenty eighty (120180) days of Tenant’s receipt of such Statement shall be deemed to be Tenant’s approval of such Statement and Tenant, thereafter, waives the right or ability to dispute the amounts set forth in such Statement. If after such inspection, Tenant still disputes such Additional Rent, a determination certification as to the proper amount shall be made, at Tenant’s expense, by an independent certified public accountant (the “Accountant”) selected by Landlord and subject to Tenant’s reasonable approval; provided that if such certification by the Accountant determines proves that Direct Expenses were overstated by more than five four percent (54%), then the cost of the Accountant and the cost of such determination certification shall be paid for by Landlord, and Landlord . In no event shall reimburse this Section 4.6 be deemed to allow any review of any Landlord’s records by any subtenant of Tenant. Tenant for the cost of the Tenant’s Accountant (provided agrees that such cost this Section 4.6 shall be a reasonable market cost for such services). the sole method to be used by Tenant hereby acknowledges that Tenant’s sole right to inspect Landlord’s books and records and to contest dispute the amount of any Direct Expenses payable or not payable by Tenant shall be as set forth in pursuant to the terms of this Section 4.6Lease, and Tenant hereby waives any and all other rights pursuant to applicable at law to inspect such books and records and/or to contest the amount of Direct Expenses payable by Tenantor in equity relating thereto.

Landlord’s Books and Records. Within one hundred twenty (120) days after Following Tenant’s receipt by Tenant of a Statement, if Tenant shall have the right by written notice to Landlord to commence and complete an audit of Landlord’s books concerning the Direct Expenses for the Expense Year which are the subject to such Statement, within the later to occur of (x) six (6) months following the delivery of such Statement and (y) the date that is sixty (60) days after Landlord makes Landlord’s books and records available for Tenant’s audit, provided that Tenant notifies Landlord of Tenant’s intent to audit Landlord’s books and records within the six (6) month period described in clause (x) above (the “Audit Period”); notwithstanding the foregoing, on the first (1st) occasion within the initial three (3) years of the Lease Term on which Tenant exercises its right to audit Landlord’s books and records concerning Direct Expenses pursuant to the provisions of this Section 4.6, Tenant shall be entitled to audit Landlord’s books and records concerning Direct Expenses for the Base Year as well as the books and records for the Expense Year which is the subject of the applicable Statement. Following the giving of such written notice, Tenant shall have the right during Landlord’s regular business hours taking into account the workload of Landlord’s employees involved in the audit at the time of the audit request and on reasonable prior notice, to audit, at Landlord’s corporate offices, at Tenant’s sole cost, Landlord’s records, provided that Tenant is not then in Default. The audit of Landlord’s records may be conducted only by a reputable certified public accountant, subject to Landlord’s approval, which approval shall not be unreasonably withheld. Any accounting firm selected by Tenant in connection with the audit (i) shall be a reputable independent nationally or regionally recognized certified public accounting firm which has previous experience in auditing financial operating records of landlords of office buildings; (ii) shall not already be providing accounting and/or lease administration services to Tenant and shall not have provided accounting and/or lease administration services to Tenant in the past three (3) years; (iii) shall not be retained by Tenant on a contingency fee basis (i.e. Tenant must be billed based on the actual time and materials that are incurred by the accounting firm in the performance of the audit), a copy of the executed audit agreement, between Tenant and auditor, shall be provided to Landlord prior to the commencement of the audit; and (iv) at Landlord’s option, both Tenant and its agent shall be required to execute a commercially reasonable confidentially agreement prepared by Landlord. Any audit report prepared by Tenant’s auditors shall be delivered concurrently to Landlord and Tenant within the Audit Period. If, after such audit of Landlord’s records, Tenant disputes the amount of Additional Rent set forth Direct Expenses for the year under audit, Landlord and Tenant shall meet and attempt in good faith to resolve the Statement, a member dispute. If the parties are unable to resolve the dispute within sixty (60) days after completion of Tenant’s finance departmentaudit, or an independent certified public accountant (which accountant is a member of a nationally recognized accounting firm and is not working on a contingency fee basis) (“Tenant’s Accountant”), designated and paid for by Tenant, may, after reasonable notice to Landlord and at reasonable times, inspect Landlord’s records with respect to the Statement at Landlord’s offices, provided that there is no existing Event of Default and Tenant has paid all amounts required to be paid under the applicable Estimate Statement and Statement, as the case may be. In connection with such inspection, Tenant and Tenant’s agents must agree in advance to follow Landlord’s reasonable rules and procedures regarding inspections of Landlord’s records, and shall execute a commercially reasonable confidentiality agreement regarding such inspection. Tenant’s failure to dispute the amount of Additional Rent set forth in any Statement within one hundred twenty (120) days of Tenant’s receipt of such Statement shall be deemed to be Tenant’s approval of such Statement and Tenant, thereafter, waives the right or ability to dispute the amounts set forth in such Statement. If after such inspection, Tenant still disputes such Additional Rent, a determination as to the proper amount shall be madethen, at Tenant’s expenserequest, by an independent a certified public accountant accounting firm selected by Landlord, and reasonably approved by Tenant, shall, at Tenant’s cost, conduct an audit of the relevant Direct Expenses (the “AccountantNeutral Audit”). Tenant shall pay all costs and expenses of the Neutral Audit unless the final determination in such Neutral Audit is that Landlord overstated Direct Expenses in the Statement for the year being audited by more than five percent (5%) selected by in which case Landlord shall pay all costs and subject to expenses of the Neutral Audit, as well as Tenant’s reasonable approval; provided that out-of-pocket costs actually incurred by Tenant in the audit of Landlord’s books and records. In any event, Landlord will reimburse or provide a credit for any overstatement of Direct Expenses and Tenant shall pay to Landlord any understatement of Direct Expenses. If the Direct Expenses for the Base Year are adjusted as a result of such Neutral Audit, then any such change in the Direct Expenses for the Base Year shall be included in the foregoing calculation to determine if such Accountant determines that the Direct Expenses were overstated by more than five percent (5%). To the extent Landlord and Tenant fail to otherwise reach mutual agreement regarding Direct Expenses, then the cost of the Accountant foregoing audit and the cost of such determination Neutral Audit procedures shall be paid for the sole methods to be used by Landlord, and Landlord shall reimburse Tenant for the cost of the Tenant’s Accountant (provided that such cost shall be a reasonable market cost for such services). Tenant hereby acknowledges that Tenant’s sole right to inspect Landlord’s books and records and to contest dispute the amount of any Direct Expenses payable by Tenant shall be as set forth in this Section 4.6, and Tenant hereby waives any and all other rights pursuant to applicable law to inspect such books and records and/or to contest the amount terms of Direct Expenses payable by Tenantthe Lease.

Landlord’s Books and Records. Within one hundred twenty (120) days after receipt by Tenant of a Statement, if Tenant disputes the amount of Additional Rent set forth in the Statement, a member of Tenant’s 's finance department, or an independent certified public accountant (which accountant is a member of a nationally recognized accounting firm and is not working on a contingency fee basis) (“"Tenant’s 's Accountant”"), designated and paid for by Tenant, may, after reasonable notice to Landlord and at reasonable times, inspect Landlord’s 's records with respect to the Statement at Landlord’s 's offices, provided that there is no existing Event of Default and Tenant has paid all amounts required to be paid under the applicable Estimate Statement and Statement, as the case may be. In connection with such inspection, Tenant and Tenant’s 's agents must agree in advance to follow Landlord’s 's reasonable rules and procedures regarding inspections of Landlord’s 's records, and shall execute a commercially reasonable confidentiality agreement regarding such inspection. Tenant’s 's failure to dispute the amount of Additional Rent set forth in any Statement within one hundred twenty (120) days of Tenant’s 's receipt of such Statement shall be deemed to be Tenant’s 's approval of such Statement and Tenant, thereafter, waives the right or ability to dispute the amounts set forth in such Statement. If after such inspection, Tenant still disputes such Additional Rent, a determination as to the proper amount shall be made, at Tenant’s 's expense, by an independent certified public accountant (the “"Accountant”") selected by Landlord and subject to Tenant’s 's reasonable approval; provided that if such Accountant determines that Direct Expenses were overstated by more than five percent (5%), then the cost of the Accountant and the cost of such determination shall be paid for by Landlord, and Landlord shall reimburse Tenant for the cost of the Tenant’s 's Accountant (provided that such cost shall be a reasonable market cost for such services). Tenant hereby acknowledges that Tenant’s 's sole right to inspect Landlord’s 's books and records and to contest the amount of Direct Expenses payable by Tenant shall be as set forth in this Section 4.6, and Tenant hereby waives any and all other rights pursuant to applicable law to inspect such books and records and/or to contest the amount of Direct Expenses payable by Tenant.

Landlord’s Books and Records. Within one hundred twenty (120) days after Following Tenant’s receipt by Tenant of a Statement, if Tenant shall have the right by written notice to Landlord to commence and complete an audit of Landlord’s books concerning the Direct Expenses for the Expense Year which are the subject of such Statement, within the later to occur of (x) six (6) months following the delivery of such Statement and (y) the date that is sixty (60) days after Landlord makes Landlord’s books and records available for Tenant’s audit, provided that Tenant notifies Landlord of Tenant’s intent to audit Landlord’s books and records within the six (6) month period described in clause (x) above (the “Audit Period”). Following the giving of such written notice, Tenant shall have the right during Landlord’s regular business hours taking into account the workload of Landlord’s employees involved in the audit at the time of the audit request and on reasonable prior notice, to audit, at Landlord’s corporate offices, at Tenant’s sole cost, Landlord’s records, provided that Tenant is not then in Default. The audit of Landlord’s records may be conducted only by a reputable certified public accountant, subject to Landlord’s approval, which approval shall not be unreasonably withheld. Any accounting firm selected by Tenant in connection with the audit (i) shall be a reputable independent nationally or regionally recognized certified public accounting firm which has previous experience in auditing financial operating records of landlords of office buildings; (ii) shall not already be providing accounting and/or lease administration services to Tenant and shall not have provided accounting and/or lease administration services to Tenant in the past three (3) years; (iii) shall not be retained by Tenant on a contingency fee basis (i.e. Tenant must be billed based on the actual time and materials that are incurred by the accounting firm in the performance of the audit), a copy of the executed audit agreement, between Tenant and auditor, shall be provided to Landlord prior to the commencement of the audit; and (iv) at Landlord’s option, both Tenant and its agent shall be required to execute a commercially reasonable confidentially agreement prepared by Landlord. Any audit report prepared by Tenant’s auditors shall be delivered concurrently to Landlord and Tenant within the Audit Period. If, after such audit of Landlord’s records, Tenant disputes the amount of Additional Rent set forth Direct Expenses for the year under audit, Landlord and Tenant shall meet and attempt in good faith to resolve the Statement, a member dispute. If the parties are unable to resolve the dispute within sixty (60) days after completion of Tenant’s finance departmentaudit, or an independent certified public accountant (which accountant is a member of a nationally recognized accounting firm and is not working on a contingency fee basis) (“Tenant’s Accountant”), designated and paid for by Tenant, may, after reasonable notice to Landlord and at reasonable times, inspect Landlord’s records with respect to the Statement at Landlord’s offices, provided that there is no existing Event of Default and Tenant has paid all amounts required to be paid under the applicable Estimate Statement and Statement, as the case may be. In connection with such inspection, Tenant and Tenant’s agents must agree in advance to follow Landlord’s reasonable rules and procedures regarding inspections of Landlord’s records, and shall execute a commercially reasonable confidentiality agreement regarding such inspection. Tenant’s failure to dispute the amount of Additional Rent set forth in any Statement within one hundred twenty (120) days of Tenant’s receipt of such Statement shall be deemed to be Tenant’s approval of such Statement and Tenant, thereafter, waives the right or ability to dispute the amounts set forth in such Statement. If after such inspection, Tenant still disputes such Additional Rent, a determination as to the proper amount shall be madethen, at Tenant’s expenserequest, by an independent a certified public accountant accounting firm selected by Landlord, and reasonably approved by Tenant, shall, at Tenant’s cost, conduct an audit of the relevant Direct Expenses (the “AccountantNeutral Audit”) selected by ). Tenant shall pay all costs and expenses of the Neutral Audit unless the final determination in such Neutral Audit is that Landlord and subject to Tenant’s reasonable approval; provided that if such Accountant determines that overstated Direct Expenses were overstated in the Statement for the year being audited by more than five percent (5%), then the cost ) in which case Landlord shall pay all costs and expenses of the Accountant and the cost of such determination shall be paid for by LandlordNeutral Audit, and Landlord shall reimburse Tenant for the cost of the as well as Tenant’s Accountant (provided that such cost shall be a reasonable market cost for such services). out-of-pocket costs actually incurred by Tenant hereby acknowledges that Tenant’s sole right to inspect in the audit of Landlord’s books and records records. In any event, Landlord will reimburse or provide a credit for any overstatement of Direct Expenses and Tenant shall pay to contest Landlord any understatement of Direct Expenses. To the extent Landlord and Tenant fail to otherwise reach mutual agreement regarding Direct Expenses, the foregoing audit and Neutral Audit procedures shall be the sole methods to be used by Tenant to dispute the amount of any Direct Expenses payable by Tenant shall be as set forth in this Section 4.6, and Tenant hereby waives any and all other rights pursuant to applicable law to inspect such books and records and/or to contest the amount terms of Direct Expenses payable by Tenantthe Lease.

Landlord’s Books and Records. Upon Tenant’s written request given not more than one hundred eighty (180) days after Tenant’s receipt of a Statement for a particular Expense Year, and provided that Tenant is not then in default under this Lease beyond the applicable cure period provided in this Lease, Landlord shall furnish Tenant with such reasonable supporting documentation in connection with said Building Direct Expenses as Tenant may reasonably request. Landlord shall provide said information to Tenant within sixty (60) days after Tenant’s written request therefor. Within one hundred twenty eighty (120180) days after receipt of a Statement by Tenant of a Statement(the “Review Period”), if Tenant disputes the amount of Additional Rent set forth in the Statement, a member of Tenant’s finance department, or an independent certified public accountant (which accountant (A) is a member of a nationally or regionally recognized accounting firm firm, and (B) is not working on a contingency fee basis) (“Tenant’s Accountant”), designated and paid for by Tenant, may, after reasonable notice to Landlord and at reasonable times, inspect Landlord’s records with respect to the Statement at Landlord’s offices, provided that there Tenant is no existing Event of Default not then in default under this Lease (beyond any applicable notice and cure periods) and Tenant has paid all amounts required to be paid under the applicable Estimate Statement and Statement, as the case may be. In connection with such inspection, Tenant and Tenant’s agents must agree in advance to follow Landlord’s reasonable rules and procedures regarding inspections of Landlord’s records, and shall execute a commercially reasonable confidentiality agreement regarding such inspection. Tenant’s failure to dispute the amount of Additional Rent set forth in any Statement within one hundred twenty (120) days of Tenant’s receipt of such Statement the Review Period shall be deemed to be Tenant’s approval of such Statement and Tenant, thereafter, waives the right or ability to dispute the amounts set forth in such Statement. If after such inspection, Tenant still disputes such Additional Rent, a determination as to the proper amount shall be made, at Tenant’s expense, by an independent certified public accountant (the “Accountant”) selected by Landlord and subject to Tenant’s reasonable approval; provided that if such determination by the Accountant determines proves that Direct Expenses were overstated by more than five percent (5%), then the cost of the Accountant and the cost of such determination shall be paid for by Landlord, and Landlord shall reimburse Tenant for the cost of the Tenant’s Accountant (provided that such cost shall be a reasonable market cost for such services). Tenant hereby acknowledges that Tenant’s sole right to inspect Landlord’s books and records and to contest the amount of Direct Expenses payable by Tenant shall be as set forth in this Section 4.6, and Tenant hereby waives any and all other rights pursuant to applicable law to inspect such books and records and/or to contest the amount of Direct Expenses payable by Tenant.

Landlord’s Books and Records. Within one hundred twenty (120) days after receipt by Tenant of a Statement, if Tenant disputes the amount of Additional Rent set forth in the Statement, a member of Tenant’s finance department, or an independent certified public accountant (which accountant is a member of a nationally recognized accounting firm and is not working on a contingency fee basis) (“Tenant’s Accountant”), designated and paid for by Tenant, may, after reasonable notice to Landlord and at reasonable times, inspect Landlord’s records with respect to the Statement at Landlord’s offices, provided that there is no existing Event of Default and Tenant has paid all amounts required to be paid under the applicable Estimate Statement and Statement, as the case may be. In connection with such inspection, Tenant and Tenant’s agents must agree in advance to follow Landlord’s reasonable rules and procedures regarding inspections of Landlord’s records, and shall execute a commercially reasonable confidentiality agreement regarding such inspection. Tenant’s failure to dispute the amount of Additional Rent set forth in any Statement within one hundred twenty (120) days of Tenant’s receipt of such Statement shall be deemed to be Tenant’s approval of such Statement and Tenant, thereafter, waives the right or ability to dispute the amounts set forth in such Statement. If after such inspection, Tenant still disputes such Additional Rent, a determination as to the proper amount shall be made, at Tenant’s expense, by an independent certified public accountant (the “Accountant”) selected by Landlord and subject to Tenant’s reasonable approval; provided that if such Accountant determines that Direct Expenses were overstated by more than five percent (5%), then the cost of the Accountant and the cost of such determination shall be paid for by Landlord, and Landlord shall reimburse Tenant for Tenant’s the cost of the Tenant’s Accountant (provided that such cost shall be a reasonable market cost for such services). Tenant hereby acknowledges that Tenant’s sole right to inspect Landlord’s books and records and to contest the amount of Direct Expenses payable by Tenant shall be as set forth in this Section 4.6, and Tenant hereby waives any and all other rights pursuant to applicable law to inspect such books and records and/or to contest the amount of Direct Expenses payable by Tenant.. HCP LS REDWOOD CITY, LLC [Britannia Seaport Centre] [Relypsa, Inc.]

Landlord’s Books and Records. Within one hundred twenty (120) days after receipt by Tenant of a Statement, if In the event that Tenant disputes the ---------------------------- amount of Additional Rent set forth in any annual Statement delivered by Landlord, then within one (1) year after receipt of such Statement by Tenant (the Statement"Review Period"), a member Tenant shall have the right to notify Landlord in writing that it intends to cause one of Tenant’s finance department, its employees or an independent certified public accountant (which accountant must be qualified and experienced and must be employed by a firm which derives its primary revenues from its accounting practice) to inspect and copy (provided Tenant signs Landlord's confidentiality agreement, in such form as is a member of a nationally recognized accounting firm commercially reasonable and such accountant or auditor is not working hired on a contingency contingent fee basis) Landlord's accounting records at Landlord's office in the Project for the Expense Year covered by such Statement during normal business hours (“"Tenant’s Accountant”'s Review"). Tenant shall provide Landlord with not less than two (2) weeks' prior written notice of its desire to conduct Tenant's Review. In connection with the foregoing review, designated Landlord shall furnish Tenant with such reasonable supporting documentation relating to the subject Statement (and paid the Statement for by Tenantthe Base Year, may, after reasonable notice to Landlord and at reasonable times, inspect Landlord’s records with respect provided that such supporting documentation relating to the Statement for the Base Year shall be for informational purposes only and not for the purpose of any audit of the Base Year Statement if the time period for Tenant's audit of the Base Year Statement shall have expired) as Tenant may reasonably request. In no event shall Tenant have the right to conduct Tenant's Review if Tenant is then in default under the Lease, including, without limitation, the payment by Tenant of all Additional Rent amounts described in the Statement which is the subject of Tenant's Review, which payment, at Tenant's election, may be made under dispute. In the event that Tenant shall fail to provide Landlord with written notification within the Review Period following receipt of a particular Statement of Tenant's desire to conduct a Tenant's Review, Tenant shall have no further right to dispute the amounts of Additional Rent set forth on such Statement. In the event that following Tenant's Review, Tenant and Landlord continue to dispute the amounts of Additional Rent shown on Landlord’s offices, provided that there is no existing Event of Default 's Statement and Landlord and Tenant has paid all amounts required are unable to resolve such dispute, then either Landlord or Tenant shall cause a final and determinative audit to be made by Landlord's accountant of the proper amount of the disputed items and/or categories of Project Expenses to be shown on such Statement (the "Final Award"). The results of such Final Award shall be conclusive and binding upon both Landlord and Tenant. If the resolution of the parties' dispute with regard to the Additional Rent shown on the Statement, whether pursuant to Tenant's Review or the Final Award reveals an error in the calculation of Tenant's Share of Project Expenses to be paid under for such Expense Year, the applicable Estimate Statement and Statementparties' sole remedy shall be for the parties to make appropriate payments or reimbursements, as the case may be, to each other as are determined to be owing. In connection with Any such inspection, Tenant and Tenant’s agents must agree in advance to follow Landlord’s reasonable rules and procedures regarding inspections of Landlord’s records, and payments shall execute a commercially reasonable confidentiality agreement regarding such inspection. Tenant’s failure to dispute the amount of Additional Rent set forth in any Statement be made within one hundred twenty thirty (12030) days of Tenant’s receipt following the resolution of such Statement dispute. At Landlord's election, the parties shall treat any overpayments resulting from the foregoing resolution of such parties' dispute as a credit against Rent until such amounts are otherwise paid by Landlord. Tenant shall be deemed to be responsible for all costs and expenses associated with Tenant’s approval of such Statement 's Review and Tenantany Final Award, thereafter, waives the right or ability to dispute the amounts set forth in such Statement. If after such inspection, Tenant still disputes such Additional Rent, a determination as to the proper amount shall be made, at Tenant’s expense, by an independent certified public accountant (the “Accountant”) selected by Landlord and subject to Tenant’s reasonable approval; provided that if the parties' final resolution of the dispute involves the overstatement by Landlord of Project Expenses for such Accountant determines that Direct Expenses were overstated by more than five Expense Year in excess of four percent (54%), then the cost of the Accountant and the cost of such determination Landlord shall be paid responsible for by Landlordall reasonable, out-of-pocket costs and Landlord expenses associated with Tenant's Review and any Final Award. This provision shall reimburse Tenant for survive the cost termination of this Lease to allow the Tenant’s Accountant (provided that such cost shall be a reasonable market cost for such services). Tenant hereby acknowledges that Tenant’s sole right parties to inspect Landlord’s books and records and to contest the amount of Direct Expenses payable by Tenant shall be as set forth in this Section 4.6, and Tenant hereby waives any and all other enforce their respective rights pursuant to applicable law to inspect such books and records and/or to contest the amount of Direct Expenses payable by Tenanthereunder.

Landlord’s Books and Records. Upon Tenant’s written request given not more than six (6) months after Tenant’s receipt of a Statement for a particular Expense Year, and provided that Tenant is not then in default under this Lease beyond the applicable notice and cure period provided in this Lease, specifically including, but not limited to, the timely payment of Additional Rent (whether or not the same is the subject of the audit contemplated herein), Landlord shall furnish Tenant with such reasonable supporting documentation in connection with said Direct Expenses as Tenant may reasonably request. Landlord shall provide said documentation to Tenant within thirty (30) days after Tenant’s written request therefor. Within one hundred twenty sixty (12060) days after receipt by Tenant of a Statementsaid documentation from Landlord (the “Audit Period”), if Tenant disputes the amount of Additional Rent Direct Expenses set forth in the Statement, a member of Tenant’s finance department, or an independent certified public accountant (which accountant (A) is a member of a nationally or regionally recognized certified public accounting firm which has previous experience in auditing financial operating records of landlords of office buildings, and (B) is not working on a contingency fee basisbasis [i.e., Tenant must be billed based on the actual time and materials that are incurred by the certified public accounting firm in the performance of the audit]) (“Tenant’s Accountant”), designated and paid for by Tenant, may, after reasonable notice to Landlord and at reasonable times, inspect audit Landlord’s records with respect to Direct Expenses for the Statement Expense Year in question at Landlord’s officescorporate offices in San Diego, California, provided that there (i) Tenant is no existing Event of Default not then in default under this Lease (beyond the applicable notice and cure periods provided under this Lease), (ii) Tenant has paid all amounts required to be paid under the applicable Estimate Statement and Statement, as and (iii) Tenant certifies to Landlord that such auditor is not being paid on a contingency basis prior to the case may becommencement of the audit. In connection with such inspectionaudit, Tenant and Tenant’s agents certified public accounting firm must agree in advance to follow Landlord’s reasonable rules and procedures regarding inspections an audit of Landlord’s the aforementioned Landlord records, and shall execute a commercially reasonable confidentiality agreement regarding such inspectionaudit. Any audit report prepared by Tenant’s certified public accounting firm shall be delivered concurrently to Landlord and Tenant as soon as reasonably practicable following the completion thereof. Tenant’s failure to dispute audit the amount of Additional Rent Direct Expenses set forth in any Statement within one hundred twenty (120) days of Tenant’s receipt of such Statement the Audit Period shall be deemed to be Tenant’s approval of such Statement and Tenant, thereafter, waives the right or ability to dispute audit the amounts set forth in such Statement. If after such inspectionaudit, Tenant still disputes such Additional RentDirect Expenses, a determination as an audit to determine the proper amount shall be made, at Tenant’s expense, by an independent certified public accountant (the “Accountant”) selected by Landlord and subject to Tenant’s reasonable approval; provided that if such audit by the Accountant determines proves that Direct Expenses set forth in the particular Statement were overstated by more than five percent (5%), then the cost of the Accountant and the cost of such determination Tenant’s audit shall be paid for by Landlord, Landlord and such payment by Landlord shall reimburse not be subject to reimbursement by Tenant for through Direct Expenses or otherwise. In the cost of the Tenant’s Accountant (provided event that such cost audit reveals an overstatement of any amount, Landlord shall be a reasonable market cost for promptly remit such services)amount to Tenant. Following such determination by the Accountant, Landlord or Tenant, as appropriate, shall pay to the other the amount shown owing by the Accountant. Tenant hereby acknowledges that Tenant’s sole right to inspect audit Landlord’s books and records and to contest the amount of Direct Expenses payable by Tenant shall be as set forth in this Section 4.6, and Tenant hereby waives any and all other rights pursuant to applicable law to inspect audit such books and records and/or to contest the amount of Direct Expenses payable by Tenant.

Landlord’s Books and Records. Within one hundred twenty eighty (120180) days after receipt by Tenant of a Statement, if Tenant disputes the amount of Additional Rent set forth in the Statement, a member of Tenant’s 's finance department, or an independent certified public accountant (which accountant is a member of a nationally recognized accounting firm and is not working on a contingency fee basis) (“"Tenant’s 's Accountant”"), designated and paid for by Tenant, may, after reasonable notice to Landlord and at reasonable times, inspect Landlord’s 's records with respect to the Statement at Landlord’s 's offices, provided that there is no existing Event of Default and Tenant has paid all amounts required to be paid under the applicable Estimate Statement and Statement, as the case may be. In connection with such inspection, Tenant and Tenant’s 's agents must agree in advance to follow Landlord’s 's reasonable rules and procedures regarding inspections of Landlord’s 's records, and shall execute a commercially reasonable confidentiality agreement regarding such inspection. Tenant’s 's failure to dispute the amount of Additional Rent set forth in any Statement within one hundred twenty eighty (120180) days of Tenant’s 's receipt of such Statement shall be deemed to be Tenant’s 's approval of such Statement and Tenant, thereafter, waives the right or ability to dispute the amounts set forth in such Statement. If after such inspection, Tenant still disputes such Additional Rent, a determination as to the proper amount shall be made, at Tenant’s 's expense, by an independent certified public accountant (the “"Accountant”") selected by Landlord and subject to Tenant’s 's reasonable approval; provided that if such Accountant determines that Direct Expenses were overstated by more than five percent (5%), then the cost of the Accountant and the cost of such determination shall be paid for by Landlord, and Landlord shall reimburse Tenant for the cost of the Tenant’s 's Accountant (provided that such cost shall be a reasonable market cost for such services). Tenant hereby acknowledges that Tenant’s 's sole right to inspect Landlord’s 's books and records and to contest the amount of Direct Expenses payable by Tenant shall be as set forth in this Section 4.6, and (except as set forth in the next succeeding sentence) Tenant hereby waives any and all other rights pursuant to applicable law to inspect such books and records and/or to contest the amount of Direct Expenses payable by Tenant.

Landlord’s Books and Records. Upon Tenant's written request given not more than ninety (90) daysafter Tenant's receipt of a Statement for a particular Expense Year, and provided that Tenant is not then in default under this Lease beyond the applicable cure period provided in this Lease, Landlord shall furnish Tenant with such reasonable supporting documentation in connection with said Building Direct Expenses as Tenant may reasonably request. Landlord shall provide said information to Tenant within sixty (60) days after Tenant's written request therefor. Within one hundred twenty eighty (120180) days after receipt of a Statement by Tenant of a Statement(the "Review Period"), if Tenant disputes the amount of Additional Rent set forth in the Statement, a member of Tenant’s finance department, or an independent certified public accountant (which accountant (A) is a member of a nationally or regionally recognized accounting firm firm, and (B) is not working on a contingency fee basis) (“Tenant’s Accountant”), designated and paid for by Tenant, may, after reasonable notice to Landlord and at reasonable times, inspect Landlord’s 's records with respect to the Statement at Landlord’s 's offices, provided that there Tenant is no existing Event of Default not then in default under this Lease (beyond any applicable notice and cure periods) and Tenant has paid all amounts required to be paid under the applicable Estimate Statement and Statement, as the case may be. In connection with such inspection, Tenant and Tenant’s 's agents must agree in advance to follow Landlord’s 's reasonable rules and procedures regarding inspections of Landlord’s 's records, and shall execute a commercially reasonable confidentiality agreement regarding such inspection. Tenant’s 's failure to dispute the amount of Additional Rent set forth in any Statement within one hundred twenty (120) days of Tenant’s receipt of such Statement the Review Period shall be deemed to be Tenant’s 's approval of such Statement and Tenant, thereafter, waives the right or ability to dispute the amounts set forth in such Statement. If after such inspection, Tenant still disputes such Additional Rent, a determination as to the proper amount shall be made, at Tenant’s 's expense, by an independent certified public accountant (the “"Accountant”") selected by Landlord and subject to Tenant’s 's reasonable approval; provided that if such determination by the Accountant determines proves that Direct Expenses were overstated by more than five percent (5%), then the cost of the Accountant and the cost of such determination shall be paid for by Landlord, and Landlord shall reimburse Tenant for the cost of the Tenant’s Accountant (provided that such cost shall be a reasonable market cost for such services). Tenant hereby acknowledges that Tenant’s 's sole right to inspect Landlord’s 's books and records and to contest the amount of Direct Expenses payable by Tenant shall be as set forth in this Section 4.6, and Tenant hereby waives any and all other rights pursuant to applicable law to inspect such books and records and/or to contest the amount of Direct Expenses payable by Tenant.

Landlord’s Books and Records. Upon Tenant's written request given not more than ninety (90) days after Tenant's receipt of a Statement for a particular Expense Year, and provided that Tenant is not then in default under this Lease beyond the applicable notice and cure period provided in this Lease, specifically including, but not limited to, the timely payment of Additional Rent (whether or not the same is the subject of the audit contemplated herein), Landlord shall furnish Tenant with such reasonable supporting documentation in connection with said Direct Expenses as Tenant may reasonably request. Landlord shall provide said information to Tenant within sixty (60) days after Tenant's written request therefor. Within one hundred twenty eighty (120180) days after receipt of a Statement by Tenant of a Statement(the "Audit Period"), if Tenant disputes the amount of Additional Rent Direct Expenses set forth in the Statement, a member of Tenant’s finance department, or an independent certified public accountant (which accountant (A) is a member of a nationally or regionally recognized accounting firm which has previous experience in auditing financial operating records of landlords of office buildings, (B) shall not already be providing primary accounting and/or lease administration services to Tenant and shall not have provided primary accounting and/or lease administration services to Tenant in the past three (3) years, (C) is not working on a contingency fee basisbasis [i.e., Tenant must be billed based on the actual time and materials that are incurred by the accounting firm in the performance of the audit], and (D) (“Tenant’s Accountant”), shall not currently or in the future be providing accounting and/or lease administration services to another tenant in the Building and/or the Project in connection with a review or audit by such other tenant of Direct Expenses) designated and paid for by Tenant, may, after reasonable notice to Landlord and at reasonable times, inspect audit Landlord’s 's records with respect to the Statement at Landlord’s 's corporate offices, provided that there (i) Tenant is no existing Event of Default not then in default under this Lease (beyond the applicable notice and cure periods provided under this Lease), (ii) Tenant has paid all amounts required to be paid under the applicable Estimate Statement and Statement, as and (iii) a copy of the case may beaudit agreement between Tenant and its particular auditor has been delivered to Landlord prior to the commencement of the audit. In connection with such inspectionaudit, Tenant and Tenant’s 's agents must agree in advance to follow Landlord’s 's reasonable rules and procedures regarding inspections an audit of Landlord’s the aforementioned Landlord records, and shall execute a commercially reasonable confidentiality agreement regarding such inspectionaudit. Any audit report prepared by Tenant's auditors shall be delivered concurrently to Landlord and Tenant within the Audit Period. Tenant’s 's failure to dispute and/or audit the amount of Additional Rent Direct Expenses set forth in any Statement within one hundred twenty (120) days of Tenant’s receipt of such Statement the Audit Period shall be deemed to be Tenant’s 's approval of such Statement and Tenant, thereafter, waives the right or ability to dispute audit the amounts set forth in such Statement. If after such inspectionaudit, Tenant still disputes such Additional RentDirect Expenses, a determination as an audit to determine the proper amount shall be made, at Tenant’s 's expense, by an independent certified public accountant (the “"Accountant”") selected by Landlord and subject to Tenant’s 's reasonable approval; provided that if such audit by the Accountant determines proves that Direct Expenses set forth in the particular Statement were overstated by more than five percent (5%), then the cost of the Accountant and the cost of such determination audit shall be paid for by Landlord, and Landlord shall reimburse Tenant for the cost of the Tenant’s Accountant (provided that such cost shall be a reasonable market cost for such services). Tenant hereby acknowledges that Tenant’s 's sole right to inspect audit Landlord’s 's books and records and to contest the amount of Direct Expenses payable by Tenant shall be as set forth in this Section 4.6, and Tenant hereby waives any and all other rights pursuant to applicable law to inspect audit such books and records and/or to contest the amount of Direct Expenses payable by Tenant.

Landlord’s Books and Records. Within one hundred twenty (1201) days year after receipt by Tenant of a StatementStatement by Tenant, but not more frequently than one (1) time per year, if Tenant disputes the amount of Additional Rent set forth in the Statement, a member either an employee of Tenant’s finance department, or an independent certified public accountant (which accountant is a member of a nationally recognized accounting firm and is not working on a contingency fee basis) (“Tenant’s Accountant”), designated and paid for by Tenant, may, after reasonable ten (10) days’ notice to Landlord and at reasonable times, inspect Landlord’s records with respect to the Statement at Landlord’s local offices, provided that there Tenant is no existing Event of not then in Default under this Lease and Tenant has paid all amounts required to be paid under the applicable Estimate Statement and Statement, as the case may be. In connection with such inspection, Tenant and Tenant’s agents must agree in advance to follow Landlord’s reasonable rules and procedures regarding inspections of Landlord’s records, and shall execute a commercially reasonable confidentiality agreement regarding such inspection. Tenant’s failure to dispute the amount of Additional Rent set forth in any Statement within one hundred twenty (1201) days year of Tenant’s receipt of such Statement shall be deemed to be Tenant’s approval of such Statement and Tenant, thereafter, waives the right or ability to dispute the amounts set forth in such Statement. If after such inspection, Tenant still disputes such Additional Rent, a determination as to the proper amount shall be made, at Tenant’s expense, by an independent certified public accountant (the “Accountant”) selected by Landlord and subject to Tenant’s reasonable approval; provided that if such determination by the Accountant determines proves that Direct Expenses were overstated by more than five percent (5%), then the cost of the Accountant and the cost of such determination shall be paid for by Landlord, and Landlord shall reimburse Tenant for the cost of the Tenant’s Accountant (provided that such cost shall be a reasonable market cost for such services). Tenant hereby acknowledges that Tenant’s sole right to inspect Landlord’s books and records and to contest the amount of Direct Expenses payable by Tenant shall be as set forth in this Section 4.6, and Tenant hereby waives any and all other rights pursuant to applicable law to inspect such books and records and/or to contest the amount of Direct Expenses payable by Tenant.

Landlord’s Books and Records. Within one hundred twenty (120) days after receipt by Tenant of a Statement, if Tenant disputes the amount of Additional Rent set forth in the Statement, a member of Tenant’s finance department, or an independent certified public accountant (which accountant is a member of a nationally recognized accounting firm and is not working on a contingency fee basis) (“Tenant’s Accountant”), designated and paid for by Tenant, may, after reasonable notice to Landlord and at reasonable times, inspect Landlord’s records with respect to the Statement at Landlord’s offices, provided that there is no existing Event of Default and Tenant has paid all amounts required to be paid under the applicable Estimate Statement and Statement, as the case may be. In connection with such inspection, Tenant and Tenant’s agents must agree in advance to follow Landlord’s reasonable rules and procedures regarding inspections of Landlord’s records, and shall execute a commercially reasonable confidentiality agreement regarding such inspection. Tenant’s failure to dispute the amount of Additional Rent set forth in any Statement within one hundred twenty (120) days of Tenant’s receipt of such Statement shall be deemed to be Tenant’s approval of such Statement and Tenant, thereafter, waives the right or ability to dispute the amounts set forth in such Statement. If after such inspection, Tenant still disputes such Additional Rent, a determination as to the proper amount shall be made, at Tenant’s expense, by an independent certified public accountant (the “Accountant”) selected by Bayside Acquisition, LLC [Britannia Life Science Center] Landlord and subject to Tenant’s reasonable approval; provided that if such Accountant determines that Direct Expenses were overstated by more than five percent (5%), then the cost of the Accountant and the cost of such determination shall be paid for by Landlord, and Landlord shall reimburse Tenant for the cost of the Tenant’s Accountant (provided that such cost shall be a reasonable market cost for such services). Tenant hereby acknowledges that Tenant’s sole right to inspect Landlord’s books and records and to contest the amount of Direct Expenses payable by Tenant shall be as set forth in this Section 4.6, and Tenant hereby waives any and all other rights pursuant to applicable law to inspect such books and records and/or to contest the amount of Direct Expenses payable by Tenant.

Landlord’s Books and Records. Upon Xxxxxx’s written request given not more than one hundred eighty (180) days after Xxxxxx’s receipt of a Statement for a particular Expense Year, and provided that Tenant is not then in default under this Lease beyond the applicable cure period provided in this Lease, Landlord shall furnish Tenant with such reasonable supporting documentation in connection with said Building Direct Expenses as Tenant may reasonably request. Landlord shall provide said information to Tenant within sixty (60) days after Xxxxxx’s written request therefor. Within one hundred twenty eighty (120180) days after receipt by Tenant of a StatementStatement by Xxxxxx (the “Review Period”), if Tenant disputes the amount of Additional Rent set forth in the Statement, a member of Tenant’s finance department, or an independent certified public accountant (which accountant (A) is a member of a nationally or regionally recognized accounting firm firm, and (B) is not working on a contingency fee basis) (“Tenant’s Accountant”), designated and paid for by Tenant, may, after reasonable notice to Landlord and at reasonable times, inspect Landlord’s records with respect to the Statement at Landlord’s offices, provided that there Tenant is no existing Event of Default not then in default under this Lease (beyond any applicable notice and cure period set forth in this Lease) and Tenant has paid all amounts required to be paid under the applicable Estimate Statement and Statement, as the case may be. In connection with such inspection, Tenant and TenantXxxxxx’s agents must agree in advance to follow Landlord’s reasonable rules and procedures regarding inspections of Landlord’s records, and shall execute a commercially reasonable confidentiality agreement regarding such inspection. Tenant’s failure to dispute the amount of Additional Rent set forth in any Statement within one hundred twenty (120) days of Tenant’s receipt of such Statement the Review Period shall be deemed to be Tenant’s approval of such Statement and Tenant, thereafter, waives the right or ability to dispute the amounts set forth in such Statement. If after such inspection, Tenant still disputes such Additional Rent, a determination as to the proper amount shall be made, at Tenant’s expense, by an independent certified public accountant (the “Accountant”) selected by Landlord and subject to Tenant’s reasonable approval; provided that if such determination by the Accountant determines that Direct Expenses were overstated by more than five percent (5%), then the cost of the Accountant and the cost of such determination shall be paid for by Landlord, and Landlord shall reimburse Tenant for the cost of the Tenant’s Accountant (provided that actual and reasonable costs and expenses incurred by Tenant in connection with such cost shall be a reasonable market cost for such services)audit. Tenant hereby acknowledges that TenantXxxxxx’s sole right to inspect Landlord’s books and records and to contest the amount of Direct Expenses payable by Tenant shall be as set forth in this Section 4.64.7, and Tenant hereby waives any and all other rights pursuant to applicable law to inspect such books and records and/or to contest the amount of Direct Expenses payable by Tenant.

Landlord’s Books and Records. Within one hundred twenty (120) days after receipt by Tenant of a Statement, if In the event that Tenant disputes the amount of Additional Rent set forth in any annual Statement delivered to Tenant, then Tenant shall have the Statement, a member of right within one hundred eighty (180) days after Tenant’s finance departmentreceipt of the Statement (the “Review Period”) to provide written notice to Landlord that it intends to inspect, or an independent certified public accountant cause any agent, consultant or employee of Tenant (which accountant is a member which, for the purpose of a nationally recognized accounting firm and is not working this provision, shall exclude any party hired by Tenant on a commission or contingency fee basis) to inspect, Master Landlord’s accounting records for the Expense Year covered by such Statement during normal business Meet Me Room Sublease hours (“Tenant’s AccountantTenant Review”). Upon receipt of such notice, designated and paid for by Tenant, may, after reasonable Landlord shall immediately deliver such notice to Master Landlord and at reasonable times, inspect cause Master Landlord to permit Tenant to conduct the Tenant Review directly pursuant to Landlord’s records audit rights under the Master Lease. Any Tenant Review shall take place in Master Landlord’s office at the Project or at such other location in the State of California as Master Landlord may reasonably designate as permitted in the Master Lease, and Landlord shall cause Master Landlord to provide Tenant with reasonable accommodations for such Tenant Review and reasonable use of such available office equipment. Tenant shall provide Landlord with not less than two (2) weeks’ prior written notice of its desire to conduct such Tenant Review. In connection with the foregoing Tenant Review, Landlord shall cause Master Landlord to furnish Tenant with such reasonable supporting documentation relating to the subject Statement as Tenant may reasonably request. In no event shall Tenant have the right to conduct such Tenant Review if Tenant is then in Default under this Lease with respect to the Statement at Landlordany of Tenant’s officesmonetary obligations, provided that there is no existing Event of Default and Tenant has paid all including, without limitation, any amounts required to be paid under the applicable Estimate Statement and Statement, as which is the case may besubject of such Tenant Review. In connection with such inspectionaddition, (i) if Tenant does not notify Landlord in writing of any objection to an annual Statement and Tenant’s agents must agree intent to conduct such Tenant Review thereof within the applicable Review Period, or (ii) if after Tenant has timely delivered such notice, Tenant fails to complete such Tenant Review and notify Landlord in advance to follow Landlord’s reasonable rules and procedures regarding inspections of Landlord’s records, and shall execute a commercially reasonable confidentiality agreement regarding such inspection. Tenant’s failure writing that it continues to dispute the amount amounts of Additional Rent set forth in any shown on such Statement within one hundred twenty eighty (120180) days of Tenant’s receipt of after such Statement Review Period, then Tenant shall be deemed to be Tenant’s approval of have waived such Statement objection and Tenant, thereafter, waives the right or ability to subsequently dispute the amounts set forth in such Statement. If after such inspectionIn the event that following Tenant’s Review, Tenant still disputes continues to dispute the amounts of Additional Rent shown on the Statement and Master Landlord, Tenant and Landlord are unable to resolve such Additional Rentdispute within such 180-day period set forth hereinabove, a determination then either Master Landlord (as permitted under the Master Lease) or Tenant may submit the matter to binding arbitration to the American Arbitration Association (“AAA”), which arbitration shall be conducted in Los Angeles County under the Commercial Arbitration Rules of the AAA then in effect and otherwise in accordance with California law, and the proper amount of the disputed items and/or categories of Direct Expenses to be shown on such Statement shall be madedetermined by such AAA arbitration proceeding, at which shall be conclusive and binding upon Master Landlord, Landlord and Tenant; provided, however, if such dispute is not so submitted to arbitration within thirty (30) days after the second such 180-day period, Tenant shall be deemed to have waived such dispute and the right to subsequently dispute any such amounts. If the resolution of such dispute with regard to the Additional Rent shown on the Statement, pursuant to the arbitration award or agreement of the parties, reveals an error in the calculation of Tenant’s expenseShare of Direct Expenses to be paid for such Expense Year, by an independent certified public accountant the parties’ sole remedy shall be for the parties to make appropriate payments or reimbursements, as the case may be, to each other as are determined to be owing. Any such payments shall be made within thirty (30) days following the “Accountant”) selected resolution of such dispute. At Tenant’s election, to the extent agreed upon by Landlord and subject Tenant or pursuant to any such arbitration award, Tenant may treat any overpayments resulting from the foregoing resolution of such parties’ dispute as a credit against Rent until such amounts are otherwise paid by Landlord or Master Landlord to Tenant’s . Tenant shall be responsible and shall pay for all costs and expenses associated with the Tenant Review. Tenant shall also be responsible and shall pay, as part of the Arbitration Costs (as defined below) for all reasonable approval; audit fees, attorneys’ fees and related costs of Tenant relating to an arbitration award (collectively, the “Arbitration Costs”), provided that if such Accountant determines that Direct Expenses were overstated by more than five percent (5%), then the cost parties’ final resolution of the Accountant and dispute involves the cost of such determination shall be paid for by Landlord, and Landlord shall reimburse Tenant for the cost of the Tenant’s Accountant (provided that such cost shall be a reasonable market cost for such services). Tenant hereby acknowledges that Tenant’s sole right to inspect Landlord’s books and records and to contest the amount overstatement of Direct Expenses payable by Tenant shall be as set forth for such Expense Year in this Section 4.6, and Tenant hereby waives any and all other rights pursuant to applicable law to inspect such books and records and/or to contest the amount excess of Direct Expenses payable by Tenant.three percent Meet Me Room Sublease

Landlord’s Books and Records. Within one hundred twenty (1201) days year after receipt by Tenant of a StatementStatement by Tenant, if Tenant disputes the amount of Additional Rent set forth in the Statement, a member of Tenant’s finance department, or an independent certified public accountant (which accountant is a member of a nationally recognized accounting firm and is not working on a contingency fee basis) (“Tenant’s Accountant”), designated and paid for by Tenant, may, after reasonable notice to Landlord and at reasonable times, inspect Landlord’s records with respect to the Statement at Landlord’s offices, provided that there Tenant is no existing Event of Default not then in default under this Lease beyond any applicable notice and Tenant has paid all amounts required to be paid under the applicable Estimate Statement and Statement, as the case may becure periods. In connection with such inspection, Tenant and Tenant’s agents must agree in advance to follow Landlord’s reasonable rules and procedures regarding inspections of Landlord’s records, and shall execute a commercially reasonable confidentiality agreement regarding such inspection. Landlord shall at all times maintain books and records in a single place located in a major city in the United States (provided that if such records are not maintained in Bellevue or Seattle, Washington, Landlord shall, at Landlord’s expense, provide copies of such records at a location in Bellevue or Seattle, Washington), and shall reasonably cooperate with Tenant or its accountant in such review. Tenant’s failure to dispute the amount of Additional Rent set forth in any Statement within one hundred twenty (1201) days year of Tenant’s receipt of such Statement shall be deemed to be Tenant’s approval of such Statement and Tenant, thereafter, waives the right or ability to dispute the amounts set forth in such Statement. If after such inspection, Tenant still disputes such Additional Rent, Landlord and Tenant shall meet in order to resolve the dispute. If Landlord and Tenant are unable to resolve the dispute, a final and binding determination as to the proper amount shall be made, at Tenant’s expense, by an independent certified public accountant (the “Accountant”) to be jointly selected by Landlord and subject to Tenant’s reasonable approval; provided that if such determination by the Accountant determines reflects that Direct Expenses were overstated by more than five two percent (52%), then the cost of the Accountant and the cost of such determination shall be paid for by Landlord. If such audit or review by the Accountant reveals that Landlord has overcharged or undercharged Tenant, and then, within thirty (30) days after the results of such audit, Landlord shall reimburse Tenant for the cost amount of the Tenant’s Accountant (provided that such cost overcharge or Tenant shall be a reasonable market cost for such services)pay the amount of the undercharge, as applicable. Tenant hereby acknowledges that Tenant’s sole right to inspect Landlord’s books and records and to contest the amount of Direct Expenses payable by Tenant shall be as set forth in this Section 4.6, and Tenant hereby waives any and all other rights pursuant to applicable law to inspect such books and records and/or to contest the amount of Direct Expenses payable by TenantTenant with respect to such Statement.

Landlord’s Books and Records. Within one hundred twenty forty-five (12045) days after receipt by Tenant of a StatementStatement by Tenant, if Tenant disputes the amount of Additional Rent Direct Expenses set forth in the Statement, a member of Tenant’s finance department, or an independent certified public accountant (which accountant is a member of a nationally or regionally recognized accounting firm and is which accountant shall not working be compensated on a contingency fee basis) (“Tenant’s Accountant”or similar basis related to the result of such audit), designated and paid for by Tenant, may, after reasonable notice to Landlord and at reasonable timestimes subject to Landlord’s reasonable scheduling requirements, inspect Landlord’s records with respect to the Statement at Landlord’s offices, ; provided that there (a) Tenant is no existing Event of Default not then in default under this Lease beyond applicable notice and cure periods, (b) Tenant has paid all amounts required to be paid under the applicable Estimate Statement and Statement, as the case (c) Tenant may benot copy any of Landlord’s books or records, and (d) such inspection must be completed within ten (10) business days after Landlord’s records are made available to Tenant. In connection with Tenant agrees that any records of Landlord reviewed under this Section 4.6 shall constitute confidential information of Landlord, which Tenant shall not disclose, nor permit to be disclosed by Tenant or Tenant’s accountant. If, within ten (10) days after such inspection, Tenant and notifies Landlord in writing that Tenant still disputes such Direct Expenses included in the Statement, then a certification as to the proper amount shall be made, at Tenant’s agents must agree in advance expense, by an independent certified public accountant reasonably selected by Landlord, which certification shall be final and conclusive; provided, however, if the actual amount of Direct Expenses due for that Expense Year, as determined by such certification, is determined to follow Landlord’s reasonable rules and procedures regarding inspections of Landlord’s recordshave been overstated by more than five percent (5%), and then Landlord shall execute a commercially reasonable confidentiality agreement regarding pay the costs associated with such inspectioncertification. Tenant’s failure (i) to dispute the amount of Additional Rent set forth in take exception to any Statement within one hundred twenty forty-five (12045) days of after Tenant’s receipt of such Statement or (ii) to timely complete its inspection of Landlord’s records or (iii) to timely notify Landlord of any remaining dispute after such inspection shall be deemed to be Tenant’s approval of such Statement and Tenant, thereafter, waives the right or ability to dispute the amounts set forth in such Statement. If after such inspection, Tenant still disputes such Additional Rent, a determination as to the proper amount which Statement shall be made, at Tenant’s expense, by an independent certified public accountant (the “Accountant”) selected by Landlord considered final and subject to Tenant’s reasonable approval; provided that if such Accountant determines that Direct Expenses were overstated by more than five percent (5%), then the cost of the Accountant and the cost of such determination shall be paid for by Landlord, and Landlord shall reimburse Tenant for the cost of the Tenant’s Accountant (provided that such cost shall be a reasonable market cost for such services). Tenant hereby acknowledges that Tenant’s sole right to inspect Landlord’s books and records and to contest the amount of Direct Expenses payable by Tenant shall be as set forth in this Section 4.6, and Tenant hereby waives any and all other rights pursuant to applicable law to inspect such books and records and/or to contest the amount of Direct Expenses payable by Tenantbinding.

Landlord’s Books and Records. Within Notwithstanding anything to the contrary contained in this Lease, if, within one hundred twenty (1201) days year after receipt by Tenant of a StatementStatement by Tenant, if Tenant (i) reasonably disputes the amount of Additional Rent any amounts set forth in any Statement described above in this Article 4, (ii) Tenant has paid such disputed amounts to Landlord (although Tenant may pay such amounts “under protest”), and (iii) an Option Nullification Default has not occurred and be continuing, then Tenant shall have the Statement, a member right to cause Landlord’s general ledger of Tenant’s finance department, or an independent certified public accountant (which accountant is a member of accounts with respect to such disputed Statement only to be audited by a nationally recognized firm of certified public accountants reasonably approved by Landlord, at no cost or expense to Landlord, which has prior experience in the review of financial statements and which shall not have provided primary accounting firm services to Tenant or any other tenant in the Project within the immediately preceding three (3) year period and is which shall not working be retained by Tenant on a contingency fee basis; provided, however, Tenant shall not have the right to perform any such audit more than one (1) time for any Expense Year during the Lease Term. Any audit conducted by or on behalf of Tenant shall be completed in a diligent manner and timely manner (“but in any event within two (2) months after Tenant initially disputes the applicable Statement) and shall be performed at Landlord’s office during Landlord’s normal business hours and in a manner so as to minimize interference with Landlord’s business operations. Landlord shall have no obligation to make photocopies of any of Landlord’s ledgers, invoices or other items; provided, however, Tenant may, within the Building, make copies of such ledgers, invoices or other items; provided further, however, if Landlord is unable to make a copier machine available to Tenant for such copies, then Tenant may take such ledgers, invoices or other items to the Premises in order to make such copies. Tenant agrees to keep, and to cause Tenant’s Accountant”)accountant and its employees to keep, designated all information revealed by any audit of Landlord’s books and paid for records strictly confidential and not to disclose any such information or permit any such information to be disclosed to anyone other than Landlord, unless compelled to do so by a court of law, and Tenant and its accountant and their employees shall sign a confidentiality agreement reflecting such confidentiality. Tenant’s audit shall be limited to an on-site review of Landlord’s general ledger of accounts and supporting documentation. If after such audit, Landlord and Tenant dispute the results of such audit, at Tenant’s request, a certified public accounting firm selected by Landlord, and reasonably approved by Tenant, mayshall, after reasonable notice at Tenant’s cost, conduct an audit of the relevant Direct Expenses. The amounts payable under this Section 4.6 by Landlord to Landlord and at reasonable times, inspect Tenant or by Tenant to Landlord’s records with respect to the Statement at Landlord’s offices, provided that there is no existing Event of Default and Tenant has paid all amounts required to be paid under the applicable Estimate Statement and Statement, as the case may be, will be appropriately adjusted on the basis of such audit. In connection with If such inspectionaudit discloses an overstatement of Direct Expenses in excess of four percent (4%) for such Expense Year, Landlord shall reimburse Tenant and for all of the overcharges plus the reasonable cost of both audits within thirty (30) days after completion of such audit; otherwise the cost of such audits shall be borne by Tenant’s agents must agree in advance . Tenant agrees that this Section 4.6 shall be the sole method to follow Landlord’s reasonable rules and procedures regarding inspections of Landlord’s records, and shall execute a commercially reasonable confidentiality agreement regarding such inspection. Tenant’s failure be used by Tenant to dispute the amount of Additional Rent set forth in any Statement within one hundred twenty (120) days of Tenant’s receipt of such Statement shall be deemed to be Tenant’s approval of such Statement and Tenant, thereafter, waives the right or ability to dispute the amounts set forth in such Statement. If after such inspection, Tenant still disputes such Additional Rent, a determination as to the proper amount shall be made, at Tenant’s expense, by an independent certified public accountant (the “Accountant”) selected by Landlord and subject to Tenant’s reasonable approval; provided that if such Accountant determines that Direct Expenses were overstated by more than five percent (5%), then the cost of the Accountant and the cost of such determination shall be paid for by Landlord, and Landlord shall reimburse Tenant for the cost of the Tenant’s Accountant (provided that such cost shall be a reasonable market cost for such services). Tenant hereby acknowledges that Tenant’s sole right to inspect Landlord’s books and records and to contest the amount of Direct Expenses payable by Tenant shall be as set forth in pursuant to the terms of this Section 4.6Lease, and Tenant hereby waives any and all other rights pursuant to applicable at law to inspect such books and records and/or to contest the amount of Direct Expenses payable by Tenant.or in equity relating thereto. 000 XXX XXXXXXXXXX XXXXXX

Landlord’s Books and Records. Within one hundred twenty (120) days after receipt by Tenant of a StatementStatement by Tenant, if Tenant disputes the amount of Additional Rent set forth in the Statement, a member an employee of Tenant’s finance department, Tenant or an independent certified public accountant (which accountant is a member of a nationally or regionally recognized accounting firm or is otherwise reasonably acceptable to Landlord and is not working on a contingency fee basis) (“Tenant’s Accountant”), designated and paid for by Tenant, may, after reasonable at least thirty (30) days written notice to Landlord and at reasonable timesduring Landlord’s business hours, inspect Landlord’s records with respect to the Statement and the Operating Expenses and Tax Expenses reflected thereon at Landlord’s offices, provided that there Tenant is no existing Event of Default not then in default under this Lease and Tenant has paid all amounts required to be paid under the applicable Estimate Statement and Statement, as the case may be. In connection with such inspection, Tenant and Tenant’s agents must agree in advance to follow Landlord’s reasonable rules and procedures regarding inspections of Landlord’s records, and shall execute a commercially reasonable confidentiality agreement regarding such inspection. Tenant’s failure to dispute the amount of Additional Rent set forth in any Statement within one hundred twenty (120) days of after Tenant’s receipt of such Statement shall be deemed to be Tenant’s approval of such Statement and Tenant, thereafter, waives the right or ability to dispute the amounts set forth in such Statement. If after Statement and such inspection, Tenant still disputes such Additional Rent, a determination as to the proper amount Statement shall be made, at final and binding on Landlord and Tenant. The inspection of Landlord’s records must be completed within sixty (60) days after all such records are made available to Tenant. In the event that the results of Tenant’s expenseaudit reveal that Landlord has overcharged Tenant and such overcharge is, by an independent certified public accountant (the “Accountant”) selected by Landlord and subject to Tenant’s reasonable approval; provided that if such Accountant determines that Direct Expenses were overstated by more than five percent (5%)in good faith, then the cost of the Accountant and the cost of such determination shall be paid for verified by Landlord, and then Landlord shall reimburse credit the amount of such overcharge against Tenant’s next installment of Rent or refund such amount to Tenant for the cost within thirty (30) days after Landlord’s receipt of the results of such audit if no Rent will thereafter be due. In the event that the results of Tenant’s Accountant audit reveal that Landlord undercharged Tenant, then Tenant shall pay the amount of such undercharge to Landlord within thirty (provided that such cost shall be a reasonable market cost for such services). Tenant hereby acknowledges that Tenant’s sole right to inspect 30) days after Landlord’s books and records and to contest receipt of the results of such audit. In addition, if the amount of Direct Expenses payable Expenses, as verified by Tenant shall be as set forth Landlord, in this Section 4.6good faith, and Tenant hereby waives any and all other rights pursuant to applicable law to inspect such books and records and/or to contest were overstated by Landlord by more than three percent (3%) of the actual amount of Direct Expenses payable by Tenantfor the year in question, then Landlord shall pay or reimburse Tenant for all reasonable costs and expenses of the audit.

Landlord’s Books and Records. Upon Tenant’s written request given not more than ninety (90) days after Tenant’s receipt of a Statement for a particular Expense Year, and provided that Tenant is not then in default under this Lease beyond the applicable cure period provided in this Lease, Landlord shall furnish Tenant with such reasonable supporting documentation in connection with said Building Direct Expenses as Tenant may reasonably request. Landlord shall provide said information to Tenant within thirty (30) days after Tenant’s written request therefor. Within one hundred twenty eighty (120180) days after receipt of a Statement by Tenant of a Statement(the “Review Period”), if Tenant disputes the amount of Additional Rent set forth in the Statement, a member of Tenant’s finance department, or an independent certified public accountant (which accountant (A) is a member of a nationally or regionally recognized accounting firm firm, and (B) is not working on a contingency fee basis) (“Tenant’s Accountant”), designated and paid for by Tenant, may, after reasonable notice to Landlord and at reasonable times, inspect Landlord’s records with respect to the Statement at Landlord’s offices, provided that there Tenant is no existing Event of Default not then in default under this Lease (beyond any applicable notice and cure periods) and Tenant has paid all amounts required to be paid under the applicable Estimate Statement and Statement, as the case may be; provided, however, that Tenant’s payment shall not be construed as an acknowledgement of the validity of the charge(s). In connection with such such, inspection, Tenant and Tenant’s agents must agree in advance to follow Landlord’s reasonable rules and procedures regarding inspections of Landlord’s records, and shall execute a commercially reasonable confidentiality agreement regarding such inspection. Tenant’s failure to dispute the amount of Additional Rent set forth in any Statement within one hundred twenty (120) days of Tenant’s receipt of such Statement the Review Period shall be deemed to be Tenant’s constructive approval of such Statement and Tenant, thereafter, waives the right or ability to dispute the amounts set forth in such Statement. If after such inspection, Tenant still disputes such Additional Rent, a determination as to the proper amount shall be made, at Tenant’s expense, by an independent certified public accountant (the “Accountant”) selected by Landlord and subject to Tenant’s reasonable approval; provided that if such determination by the Accountant determines proves that Direct Expenses were overstated by more than five percent (5%), then the cost of the Accountant and the cost of such determination shall be paid for by Landlord, and Landlord shall reimburse Tenant for the cost of the Tenant’s Accountant (provided that such cost shall be a reasonable market cost for such services). Tenant hereby acknowledges that Tenant’s sole right to inspect Landlord’s books and records and to contest the amount of Direct Expenses payable by Tenant shall be as set forth in this Section 4.6, and Tenant hereby waives any and all other rights pursuant to applicable law to inspect such books and records and/or to contest the amount of Direct Expenses payable by Tenant.

Landlord’s Books and Records. Landlord shall maintain for a period of at least three (3) years following the end of the calendar year to which they pertain, books and records relating to all Direct Expenses for such calendar year. Within one hundred twenty (1201) days year after receipt of a Statement by Tenant of a Statement(the "Review Period"), if Tenant disputes the amount of Additional Rent Direct Expenses set forth in the Statement, a member of Tenant’s finance department, or an independent certified public accountant (which with no requirement that such independent certified public accountant is a member of be employed by a nationally or regionally recognized certified public accounting firm and firm), which is not working on a contingency fee basis) (“Tenant’s Accountant”), designated and paid for by Tenant ("Tenant's Accountant"), may, after reasonable notice to Landlord and at reasonable times, inspect Landlord’s 's records with respect to the Statement at Landlord’s 's offices, provided that there Tenant is no existing Event not then in default wither respect to the payment of Default Base Rent and/or Direct Expenses under this Lease and Tenant has paid all amounts required to be paid under the applicable Estimate Statement and Statement, as the case may bebe (provided that Tenant may pay such amounts under protest). In connection with such inspection, Tenant and Tenant’s 's agents must agree in advance to follow Landlord’s 's reasonable rules and procedures regarding inspections of Landlord’s 's records, and shall 37 execute a commercially reasonable confidentiality agreement regarding such inspection. The inspection shall be completed within sixty (60) days following the date Landlord makes such records available for review. Tenant’s 's failure to dispute the amount of Additional Rent set forth in any Statement within one hundred twenty (120) days of Tenant’s receipt of such Statement the Review Period shall be deemed to be Tenant’s 's approval of such Statement and Tenant, thereafter, waives the right or ability to dispute the amounts set forth in such Statement. If after such inspection, Tenant still disputes such Additional Rent, a determination as to the proper amount shall be made, at Tenant’s expense, made by an independent certified public accountant who has not represented Landlord or Tenant or any of their affiliates in the preceding five (5) years (the “"Accountant”") selected by Landlord and subject to Tenant’s 's reasonable approval, and such determination by the Accountant shall be binding on Landlord and Tenant; provided that if such Accountant determines the final determination ( as agreed upon by the parties or as determined by the Accountant) proves that Direct Expenses were overstated by more than five three percent (53%), then the cost of the Tenant's Accountant and the cost of such determination shall be paid for by Landlord. If an Accountant is hired, then Landlord and Landlord Tenant shall reimburse Tenant for each pay fifty percent (50%) of the cost of the Accountant. If such final determination reflects that Tenant has overpaid Tenant’s Accountant 's Share of Direct Expenses for the period in question, then Landlord shall credit such excess to Tenant's next payment of Base Rent and Direct Expenses. If such final determination reflects that Tenant has underpaid Tenant's Share of Operating Expenses, Tenant shall promptly pay such additional Direct Expenses to Landlord within thirty (provided that 30) days after such cost shall be a reasonable market cost for such services)determination. Tenant hereby acknowledges that Tenant’s 's sole right to inspect Landlord’s 's books and records and to contest the amount of Direct Expenses payable by Tenant shall be as set forth in this Section 4.6, and Tenant hereby waives any and all other rights pursuant to applicable law to inspect such books and records and/or to contest the amount of Direct Expenses payable by Tenant.

Landlord’s Books and Records. Within If Tenant disputes the amount of Additional Rent stated in an Actual Statement within thirty days (30) days of Tenant’s receipt thereof, Tenant may, upon at least five (5) business days’ notice to Landlord, request an opportunity to inspect and audit Landlord’s records and supporting documentation regarding such Actual Statement. Such inspection and audit must be conducted by an independent certified public accountant within one hundred twenty (120) days after receipt by of the date Tenant of a received the Actual Statement, if Tenant disputes the amount of Additional Rent set forth in the Statement, a member of shall be at Tenant’s finance department, or an independent certified public accountant sole cost and expense (which accountant is a member of a nationally recognized accounting firm and is not working on a contingency fee basis) (“Tenant’s Accountant”except as provided below), designated and paid Landlord shall, at its election, either provide copies of such records and supporting documentation to Tenant or make such records and supporting documentation available to Tenant for by Tenant, may, after reasonable notice to Landlord and at reasonable times, inspect Landlord’s records with respect to the Statement its inspection at Landlord’s offices, provided that there is no existing Event of Default and business office during normal business hours. If Tenant has paid all amounts required to be paid under the applicable Estimate Statement and Statement, as the case may be. In connection with such inspection, Tenant and Tenant’s agents must agree in advance to follow Landlord’s reasonable rules and procedures regarding inspections of Landlord’s records, and shall execute a commercially reasonable confidentiality agreement regarding such inspection. Tenant’s failure fails to dispute the amount of Additional Rent set forth stated in any an Actual Statement within thirty (30) days of Tenant’s receipt thereof, or Tenant’s audit fails to disclose a discrepancy in such Actual Statement within one hundred twenty (120) days of after Tenant’s receipt of such the Actual Statement shall in question, then the Actual Statement will be deemed to be binding on Tenant. If it is determined as a result of Tenant’s approval timely audit of such Statement Landlord’s records (and Tenant, thereafter, waives the right or ability to dispute the amounts set forth in such Statement. If after such inspection, Landlord’s certified public accountant’s concurrence therein) that Tenant still disputes such Additional Rent, a determination as was overcharged relative to the proper amount Direct Expenses, such overcharge shall be made, at Tenant’s expense, by an independent certified public accountant (the “Accountant”) selected by Landlord and subject entitle Tenant to Tenant’s reasonable approval; provided that if such Accountant determines that a credit against its next payment of Direct Expenses were overstated by more than in the amount of the overcharge plus, in the case of an overcharge exceeding five percent (5%), then the cost ) of the Accountant and Direct Expenses, the cost reasonable third party costs of such determination shall be paid for by Landlordaudit (and if such credit occurs following the expiration of the Term, and Landlord shall reimburse Tenant for the cost of the Tenant’s Accountant (provided that such cost shall be a reasonable market cost for such services). Tenant hereby acknowledges that Tenant’s sole right to inspect Landlord’s books and records and to contest promptly pay the amount of such credit to Tenant). If it is determined as a result of Tenant’s timely audit of Landlord’s records (and Landlord’s certified public accountant’s concurrence therein), or otherwise, that Tenant was undercharged relative to the Direct Expenses payable by Expenses, Tenant shall be as set forth in this Section 4.6shall, and Tenant hereby waives any and all other rights pursuant within ten (10) days of written demand, pay such undercharge to applicable law to inspect such books and records and/or to contest the amount of Direct Expenses payable by TenantLandlord.

Landlord’s Books and Records. Within one hundred twenty (120) days after receipt by Tenant of a Statement, if Tenant disputes the amount of Additional Rent set forth in the Statement, a member of Tenant’s 's finance department, or an independent certified public accountant (which accountant is a member of a nationally recognized accounting firm and is not working on a contingency fee basis) (“"Tenant’s 's Accountant”"), designated and paid for by TenantXxxxxx, may, after reasonable notice to Landlord and at reasonable times, inspect Landlord’s 's records with respect to the Statement at Landlord’s 's offices, provided that there is no existing Event of Default and Tenant has paid all amounts required to be paid under the applicable Estimate Statement and Statement, as the case may be. In connection with such inspection, Tenant and Tenant’s Xxxxxx's agents must agree in advance to follow Landlord’s 's reasonable rules and procedures regarding inspections of Landlord’s 's records, and shall execute a commercially reasonable confidentiality agreement regarding such inspection. Tenant’s Xxxxxx's failure to dispute the amount of Additional Rent set forth in any Statement within one hundred twenty (120) days of Tenant’s 's receipt of such Statement shall be deemed to be Tenant’s 's approval of such Statement and Tenant, thereafter, waives the right or ability to dispute the amounts set forth in such Statement. If after such inspection, Tenant still disputes such Additional Rent, a determination as to the proper amount shall be made, at Tenant’s 's expense, by an independent certified public accountant (the “"Accountant”") selected by Landlord and subject to Tenant’s 's reasonable approval; provided that if such Accountant determines that Direct Expenses were overstated by more than five percent (5%), then the cost of the Accountant and the cost of such determination shall be paid for by Landlord, and Landlord shall reimburse Tenant for the cost of the Tenant’s 's Accountant (provided that such cost shall be a reasonable market cost for such services). Tenant hereby acknowledges that Tenant’s Xxxxxx's sole right to inspect Landlord’s 's books and records and to contest the amount of Direct Expenses payable by Tenant shall be as set forth in this Section 4.6, and Tenant hereby 0000-0000-0000.7371310.00016/10-2-23/gjn/gjn -15- [Britannia Oyster Point][Pliant Therapeutics] waives any and all other rights pursuant to applicable law to inspect such books and records and/or to contest the amount of Direct Expenses payable by TenantXxxxxx.

Landlord’s Books and Records. Within one hundred twenty nine (1209) days months after receipt by Tenant of a Statement, if Tenant disputes the amount of Additional Rent set forth in the Statement, a member of Tenant’s 's finance department, or an independent certified public accountant (which accountant is a member of a nationally recognized accounting firm and is not working on a contingency fee basis) (“"Tenant’s 's Accountant”"), designated and paid for by Tenant, may, after reasonable notice to Landlord and at reasonable times, inspect Landlord’s 's records with respect to the Statement at Landlord’s 's offices, provided that there is no existing Event event of Default default and Tenant has paid all amounts required to be paid under the applicable Estimate Statement and Statement, as the case may be. In connection with such inspection, Tenant and Tenant’s 's agents must agree in advance to follow Landlord’s 's reasonable rules and procedures regarding inspections of Landlord’s 's records, and shall execute a commercially reasonable confidentiality agreement regarding such inspection. Tenant’s 's failure to dispute the amount of Additional Rent set forth in any Statement within one hundred twenty nine (1209) days months of Tenant’s 's receipt of such Statement shall be deemed to be Tenant’s 's approval of such Statement and Tenant, thereafter, waives the right or ability to dispute the amounts set forth in such Statement. If after such inspection, Tenant still disputes such Additional Rent, a determination as to the proper amount shall be made, at Tenant’s 's expense, by an independent certified public accountant (the “"Accountant”") reasonably and mutually selected by Landlord and subject to Tenant’s reasonable approval; provided that if such Accountant determines that Direct Expenses were overstated by more than five percent (5%), then the cost of the Accountant and the cost of such determination shall be paid for by Landlord, and Landlord shall reimburse Tenant for the cost of the Tenant’s 's Accountant (provided that such cost shall be a reasonable market cost for such services). Tenant hereby acknowledges that Tenant’s 's sole right to inspect Landlord’s 's books and records and to contest the amount of Direct Expenses payable by Tenant shall be as set forth in this Section 4.6, and Tenant hereby waives any and all other rights pursuant to applicable law to inspect such books and records and/or to contest the amount of Direct Expenses payable by Tenant.

Landlord’s Books and Records. Within one hundred twenty eighty (120180) days after receipt by Tenant of a StatementStatement by Tenant, if Tenant disputes the amount of Additional Rent set forth in the Statement, a member representative of Tenant’s finance departmentTenant with previous experience in reviewing financial operating records of landlords of office buildings, or an independent certified public accountant (which accountant is a member of a nationally recognized accounting firm firm, has previous experience in reviewing financial operating records of landlords of office buildings, and is not working retained by Tenant on a non-contingency fee basis) (“Tenant’s Accountant”), designated and paid for by Tenant, may, after reasonable notice to Landlord and at reasonable times, inspect Landlord’s records with respect to the Statement at Landlord’s offices, provided that there is no existing Event of Default and Tenant has paid all amounts required to be paid under (or its counsel’s) offices in the applicable Estimate Statement and Statement, as the case may beLos Angeles area. In connection with such inspection, Tenant and Tenant’s agents must agree in advance to follow Landlord’s reasonable rules and procedures regarding inspections of Landlord’s records, and shall execute a commercially reasonable confidentiality agreement regarding such inspection. Tenant’s failure to dispute the amount of Additional Rent set forth in any Statement within one hundred twenty eighty (120180) days of following Tenant’s receipt of such Statement shall be deemed to be Tenant’s approval of such Statement and Tenant, thereafter, waives the right or ability to dispute the amounts set forth in such Statement. If after such inspection, Tenant still disputes some or all of such Additional Rent, a determination as to the proper amount shall be made, at Tenant’s expense, by an independent certified public accountant (the “Accountant”) selected by Landlord and subject to Tenant’s reasonable approval; provided that if such certification by the Accountant determines proves that Direct Expenses were overstated by more than five four percent (54.0%), then the cost of the Accountant and the cost of such determination certification shall be paid for by Landlord. Any reimbursement amounts determined to be owing by Landlord to Tenant or by Tenant to Landlord shall be (i) in the case of amounts owing from Tenant to Landlord, paid within thirty (30) days following the later of such determination or Tenant’s receipt of an invoice for the amount owed by Tenant, and (ii) in the case of amounts owing from Landlord to Tenant, credited against the next payment of Rent due Landlord under the terms of this Lease, or if the Lease Term has expired, paid to Tenant within thirty (30) days following such determination. In no event shall reimburse this Section 4.4 be deemed to allow any review of any of Landlord’s records by any subtenant of Tenant. Tenant for the cost of the Tenant’s Accountant (provided agrees that such cost this Section 4.4 shall be a reasonable market cost for such services). the sole method to be used by Tenant hereby acknowledges that Tenant’s sole right to inspect Landlord’s books and records and to contest dispute the amount of any Direct Expenses payable or not payable by Tenant shall be as set forth in pursuant to the terms of this Section 4.6Lease, and Tenant hereby waives any and all other rights pursuant at law or in equity relating thereto such determination. Pending resolution of any dispute over Additional Rent, Tenant shall pay any amounts of Additional Rent with respect to applicable law to inspect such books and records and/or to contest which there is no dispute. The provisions of this Section 4.4 shall survive the amount expiration or earlier termination of Direct Expenses payable by Tenantthe Lease Term.

Landlord’s Books and Records. Within one hundred twenty Landlord shall utilize or cause to ------------------------------ be utilized accounting records and procedures for each Expense Year conforming to sound real estate accounting principles consistently applied with respect to all of the Direct Expenses for each Expense Year including, without limitation, all payments of Direct Expenses. In the event that any other tenant in the Building performs an audit of Landlord's books and records and an adjustment to Direct Expenses is made, the results of such audit shall be sent to Tenant, promptly, to allow Tenant to determine whether Tenant is entitled to a corresponding adjustment, irrespective of the expiration of the Review Period (120as hereinafter defined) for the particular Expense Year for which the adjustment was made. For a period of ninety (90) days after receipt by Tenant of a StatementStatement (the "REVIEW PERIOD"), if Tenant disputes shall have the right to dispute the amount of Additional Rent due from Tenant as set forth in the Statement, a member of by giving written notice to Landlord, whereupon Tenant’s finance department, 's employees or an independent certified public accountant (which accountant is a member of a nationally recognized accounting firm and is not working on a contingency fee basisfirm) (“Tenant’s Accountant”), designated and paid for by Tenant, mayshall have the right during normal business hours, after reasonable notice to Landlord inspect and/or audit Landlord's books and at reasonable timesrecords with respect to both the Statement most recently received by Tenant, inspect Landlord’s records as well as with respect to the Statement applicable to the previous Expense Year, at Landlord’s offices's or the Building Managers office. However, Tenant's right to inspect and/or audit Landlord's books and records, as aforesaid, shall be subject to the following: (i) Tenant is not then in default of the payment of Base Rent after expiration of any applicable cure period, and (ii) Tenant is not then in default of the payment of Tenant's Share of Direct Expenses after expiration of any applicable cure period, provided that there is no existing Event for purposes of Default and this item (ii), only, Tenant has paid all amounts required shall not be deemed to be paid under in default of the applicable Estimate Statement and Statement, as the case may be. In connection with such inspection, payment of Tenant's Share of Direct Expenses if Tenant and Tenant’s agents must agree in advance to follow Landlord’s reasonable rules and procedures regarding inspections of Landlord’s recordsis disputing, and shall execute withholding, a commercially reasonable confidentiality agreement regarding portion of Tenant's Share of Direct Expenses reasonably and in good faith, by notice delivered to Landlord on or prior to the due date of such inspection. Tenant’s failure Direct Expenses, and the amount of Direct Expenses withheld by Tenant does not exceed an amount equal to dispute the amount of Additional Rent set forth in any the most recent Statement within one hundred twenty (120) days received by Tenant minus the amount of Tenant’s receipt of such Statement shall be deemed to be Tenant’s approval of such Statement and Tenant, thereafter, waives the right or ability to dispute the amounts Additional Rent set forth in the Statement for the immediately preceding Expense Year. Landlord shall be obligated to keep such Statementbooks and records for all Expense Years until three (3) years following the expiration of the Review Period for the previous Expense Year, or such longer period as may reasonably be required in order to conduct an audit or arbitration, should Tenant become entitled to same, pursuant to the provisions of this SECTION 3.6 or SECTION 19.41. If Tenant and such accountant ------------ ------------- shall use their commercially reasonable efforts to cause their respective agents and employees to maintain all information contained in Landlord's records in strict confidence, and such accountant shall agree, in writing, that it will not represent any other tenants or occupants of the Project in connection with any review of the Building Operating Expenses. Landlord shall cooperate with Tenant during the course of such inspection or audit, and Landlord agrees, during normal Building hours, to make those of its personnel available to Tenant as are reasonably necessary to conduct such inspection or audit, in which event no inspection or audit shall last more than ten (10) business days (or, provided Tenant is conducting such inspection or audit with due diligence, such longer period as may reasonably be required) in duration for any Expense Year audited. Tenant's representatives shall be entitled to make photostatic copies of such records at Landlord's or the Building manager's office , provided Tenant bears the expense of such copying. If, after such inspection, Tenant still disputes -20- XXXXXXX XXXXXX CENTER VENTURE, LLC [20th Century Industries; 6303 Owensmouth] such Additional Rent, a determination as Landlord and Tenant shall submit such dispute to arbitration pursuant to the proper amount shall be madeterms of SECTION 19.41, below, at Tenant’s 's sole cost ------------- and expense, by an independent certified public accountant (the “Accountant”) selected by Landlord and subject to Tenant’s reasonable approval; provided that if the determination of such Accountant determines arbitration is that the Direct Expenses set forth in the Statement were overstated by more than five three percent (53%), then the cost of the Accountant and then, the cost of such determination arbitration and of Tenant's audit or inspection of Landlord's books and records shall be paid for by Landlord. Promptly following the parties receipt of such determination, and the parties shall make such appropriate payments or reimbursements, as the case may be, to each other, as are determined to be owing pursuant to such certification, with interest at the Interest Rate from the date due until paid, in the case of payments by Tenant to Landlord, or with interest at the Interest Rate from the date paid until reimbursed, in the case of reimbursements by Landlord to Tenant. The payment by Tenant of any Additional Rent pursuant to this ARTICLE 3 shall reimburse --------- not preclude Tenant for from questioning the cost correctness of any Statement delivered by Landlord, provided that the failure of Tenant to object thereto prior to the expiration of the Tenant’s Accountant (provided that such cost applicable Review Period shall be a reasonable market cost for such services)conclusively deemed Tenant's approval of all Statements no longer subject to inspection and/or audit by Tenant, as provided above, except in the case of fraud by Landlord or its employees or agents. Once Tenant hereby acknowledges that Tenant’s sole right to inspect Landlord’s books and records and to contest invokes the amount of Direct Expenses payable by Tenant shall be as rights set forth in this Section 4.6SECTION ------- 3.6 pursuant to the terms of this SECTION 3.6, Landlord and Tenant agree that --- ----------- this SECTION 3.6 shall be the sole method to be used by them to dispute the ------------ amount of any Direct Expenses payable or not payable by Tenant pursuant to the terms of this Lease, and Landlord and Tenant hereby waives waive any and all other rights pursuant right at law or in equity or as otherwise provided by this Lease relating to applicable law to inspect any such books and records and/or to contest the amount of Direct Expenses payable by Tenantsubject matter.

Landlord’s Books and Records. Within one hundred twenty (120) days after receipt by Tenant of a Statement, if Tenant disputes the amount of Additional Rent set forth in the Statement, a member of Tenant’s finance department, or an independent certified public accountant (which accountant is a member of a nationally recognized accounting firm and is not working on a contingency fee basis) (“Tenant’s Accountant”), designated and paid for by Tenant, may, after reasonable notice to Landlord and at reasonable times, inspect Landlord’s records with respect to the Statement at Landlord’s offices, provided that there is no existing Event of Default and Tenant has paid all amounts required to be paid under the applicable Estimate Statement and Statement, as the case may be. In connection with such inspection, Tenant and Tenant’s agents must agree in advance to follow Landlord’s reasonable rules and procedures regarding inspections of Landlord’s records, and shall execute a commercially reasonable confidentiality agreement regarding such inspection. Tenant’s failure to dispute the amount of Additional Rent set forth in any Statement within one hundred twenty (120) days of Tenant’s receipt of such Statement shall be deemed to be Tenant’s approval of such Statement and Tenant, thereafter, waives the right or ability to dispute the amounts set forth in such Statement. If after such inspection, Tenant still disputes such Additional Rent, a determination as to the proper amount shall be made, at Tenant’s expense, by an independent certified public accountant (the “Accountant”) selected by Landlord and subject to Tenant’s reasonable approval; provided that if such Accountant determines that Direct Expenses were overstated by more than five [ • ] percent (5[ • ]%), then the cost of the Accountant and the cost of such determination shall be paid for by Landlord, and Landlord shall reimburse Tenant for the cost of the Tenant’s Accountant (provided that such cost shall be a reasonable market cost for such services). Tenant hereby acknowledges that Tenant’s sole right to inspect Landlord’s books and records and to contest the amount of Direct Expenses payable by Tenant shall be as set forth in this Section 4.6, and Tenant hereby waives any and all other rights pursuant to applicable law to inspect such books and records and/or to contest the amount of Direct Expenses payable by Tenant.

Landlord’s Books and Records. Within one hundred twenty six (1206) days months after receipt by Tenant of a StatementStatement by Tenant, if Tenant disputes the amount of Additional Rent set forth in the Statement, a member of Tenant’s finance department, or an independent certified public accountant (which accountant is a member of a nationally recognized accounting firm firm, has previous experience in reviewing financial operating records of landlords of office buildings, and is not working retained by Tenant on a non contingency fee basis) (the “Tenant’s AccountantTenant Auditor”), designated and paid for by Tenant, may, after reasonable notice to Landlord and at reasonable times, inspect Landlord’s records with respect to the Statement at Landlord’s offices, provided that there Tenant is no existing Event of Default not then in default under this Lease and Tenant has paid all amounts required to be paid under the applicable Estimate Estimated Statement and Statement, as the case may be. In connection with such inspection, Tenant and Tenant’s agents must agree in advance to follow Landlord’s reasonable rules and procedures regarding inspections of Landlord’s records, and shall execute a commercially reasonable confidentiality agreement regarding such inspection. Tenant’s failure to dispute the amount of Additional Rent set forth in any Statement within one hundred twenty six (1206) days of months following Tenant’s receipt of such Statement shall be deemed to be Tenant’s approval of such Statement and Tenant, thereafter, waives the right or ability to dispute the amounts set forth in such Statement. If after such inspection, Tenant still disputes such Additional Rent, a determination as to the proper amount shall be made, at Tenant’s expense, by an independent certified public accountant (the “Accountant”) selected by Landlord and subject to Tenant’s reasonable approval; provided that if such certification by the Accountant determines proves that Direct Expenses were overstated by more than five percent (5%), then the cost of the Accountant Accountant, and the cost of such determination certification, shall be paid for by Landlord. Any reimbursement amounts determined to be owing by Landlord to Tenant or by Tenant to Landlord shall be (i) in the case of amounts owing from Tenant to Landlord, paid within thirty (30) days following such determination, and (ii) in the case of amounts owing from Landlord to Tenant, credited against the next payment of Rent due Landlord under the terms of this Lease, or if the Lease Term has expired, paid to Tenant within thirty (30) days following such determination. In no event shall reimburse this Section 4.6 be deemed to allow any review of any of Landlord’s records by any subtenant of Tenant. Tenant for the cost of the Tenant’s Accountant (provided agrees that such cost this Section 4.6 shall be a reasonable market cost for such services). the sole method to be used by Tenant hereby acknowledges that Tenant’s sole right to inspect Landlord’s books and records and to contest dispute the amount of any Direct Expenses payable or not payable by Tenant shall be as set forth in pursuant to the terms of this Section 4.6Lease, and Tenant hereby waives any and all other rights pursuant to applicable at law to inspect such books and records and/or to contest the amount of Direct Expenses payable by Tenant.or in equity relating thereto. 17 XXXXXXXXX XXXXXX XXXXXXXX XII [Quality Systems, Inc.]

Landlord’s Books and Records. Within one hundred twenty ninety (12090) days after receipt by Tenant of a StatementStatement by Tenant, if Tenant disputes the amount of Additional Rent Direct Expenses set forth in the Statement, a member of Tenant’s finance department, or an independent certified public accountant (which accountant is a member of a nationally or regionally recognized accounting firm and is which accountant shall not working be compensated on a contingency fee basis) (“Tenant’s Accountant”or similar basis related to the result of such audit), designated and paid for by Tenant, may, after reasonable notice to Landlord and at reasonable timestimes subject to Landlord’s reasonable scheduling requirements, inspect Landlord’s records with respect to the Statement at Landlord’s offices, ; provided that there Tenant is no existing Event not then in Default under this Lease; and further provided that such inspection must be completed within ten (10) business days after Landlord’s records are made available to Tenant. Tenant agrees that any records of Default and Landlord reviewed under this Section 4.6 shall constitute confidential information of Landlord, which Tenant has paid all amounts required shall not disclose, nor permit to be paid under the applicable Estimate Statement and Statementdisclosed by Tenant or Tenant’s accountant, except to Tenant’s principals, attorneys or as the case may bebe directed by court order. In connection with If, within thirty (30) days after such inspection, Tenant and notifies Landlord in writing that Tenant still disputes such Direct Expenses included in the Statement, then a certification as to the proper amount shall be made, at Tenant’s agents must agree in advance expense, by an independent certified public accountant selected by Tenant and reasonably approved by Landlord, which certification shall be final and conclusive; provided, however, if the actual amount of Direct Expenses due for that Expense Year, as determined by such certification, is determined to follow Landlord’s have been overstated by more than three percent (3%), then Landlord shall pay the reasonable rules and procedures regarding inspections of Landlord’s recordsout-of-pocket costs associated with such certification, and shall execute a commercially reasonable confidentiality agreement regarding such inspectionnot to exceed $1,500.00. Tenant’s failure (i) to dispute the amount of Additional Rent set forth in take exception to any Statement within one hundred twenty ninety (12090) days of after Tenant’s receipt of such Statement or (ii) to timely complete its inspection of Landlord’s records or (iii) to timely notify Landlord of any remaining dispute after such inspection shall be deemed to be Tenant’s approval of such Statement and Tenant, thereafter, waives the right or ability to dispute the amounts set forth in such Statement, which Statement shall be considered final and binding. If the results of Tenant’s audit shows an overcharge to Tenant, then within thirty (30) days after completion of such inspectionaudit, Landlord shall credit Tenant (or if the Term of this Lease has expired, refund to Tenant), any overcharge discovered by the audit, and if such audit discloses an undercharge to Tenant, Tenant still disputes shall pay Landlord the amount of such Additional Rent, a determination as undercharge within thirty (30) days after completion of such audit. Notwithstanding anything in this Section 4.6 to the proper amount shall be madecontrary, at Tenant’s expense, by an independent certified public accountant (the “Accountant”) selected by Landlord and subject to Tenant’s reasonable approval; provided that if such Accountant determines that Direct Expenses were overstated by more than five percent (5%), then the cost of the Accountant and the cost of such determination shall be paid for by Landlord, and Landlord shall reimburse Tenant for the cost of the Tenant’s Accountant (provided that such cost shall be a reasonable market cost for such services). Tenant hereby acknowledges that Tenant’s sole right to may not inspect Landlord’s books and records and pursuant to contest the amount of Direct Expenses payable by Tenant shall be as set forth in this Section 4.6, and Tenant hereby waives any and all other rights pursuant to applicable law to inspect such books and records and/or to contest the amount of Direct Expenses payable by Tenant4.6 more than once during each 12-month period.

Landlord’s Books and Records. Within one hundred twenty Notwithstanding anything to the contrary contained in this Lease, if, within ninety (12090) days after receipt by Tenant of a StatementStatement by Tenant, if Tenant (i) reasonably disputes the amount of Additional Rent any amounts set forth in any Statement described above in this Article 4, and (ii) is not then in monetary or material non-monetary default under this Lease (beyond the Statementexpiration of any applicable notice and cure period expressly set forth in this Lease), then Tenant shall have the right to cause Landlord’s books and records to be audited by a member firm of Tenant’s finance department, or an independent certified public accountant accountants reasonably approved by Landlord, at no cost or expense to Landlord, which has prior experience in the review of financial statements and which shall not have provided primary accounting services to Tenant within the immediately preceding three (3) year period and which accountant is a member of a nationally recognized accounting firm and is shall not working be retained by Tenant on a contingency fee basis; provided, however, Tenant shall not have the right to perform any such audit more than one (1) time for any Expense Year during the Lease Term. Any audit conducted by or on behalf of Tenant shall be completed in a diligent manner and timely manner (“but in any event within two (2) months after Tenant initially disputes the applicable Statement) and shall be performed at Landlord’s office during Landlord’s normal business hours and in a manner so as to minimize interference with Landlord’s business operations. Landlord shall have no obligation and Tenant shall have no right to make photocopies of any of Landlord’s ledgers, invoices or other items. Tenant agrees to keep, and to cause Tenant’s Accountant”)accountant and its employees to keep, designated all information revealed by any audit of Landlord’s books and paid for records strictly confidential and not to disclose any such information or permit any such information to be disclosed to anyone other than Landlord, unless compelled to do so by a court of law or any Applicable Law, statute, code, rule or regulation, and Tenant and its accountant and their employees shall sign a confidentiality agreement reflecting such confidentiality. Tenant’s audit shall be limited to an on-site review of Landlord’s general ledger of accounts and supporting documentation. If after such audit, Landlord and Tenant dispute the results of such audit, at Tenant’s request, a certified public accounting firm selected by Landlord, and reasonably approved by Tenant, mayshall, after reasonable notice at Tenant’s cost, conduct an audit of the relevant Direct Expenses. The amounts payable under this Section 4.6 by Landlord to Landlord and at reasonable times, inspect Tenant or by Tenant to Landlord’s records with respect to the Statement at Landlord’s offices, provided that there is no existing Event of Default and Tenant has paid all amounts required to be paid under the applicable Estimate Statement and Statement, as the case may be. In connection with such inspection, Tenant and Tenant’s agents must agree in advance to follow Landlord’s reasonable rules and procedures regarding inspections of Landlord’s records, and shall execute a commercially reasonable confidentiality agreement regarding such inspection. Tenant’s failure to dispute will be appropriately adjusted on the amount of Additional Rent set forth in any Statement within one hundred twenty (120) days of Tenant’s receipt basis of such Statement shall be deemed to be Tenant’s approval of such Statement and Tenant, thereafter, waives the right or ability to dispute the amounts set forth in such Statementaudit. If after such inspection, Tenant still disputes such Additional Rent, a determination as to the proper amount shall be made, at Tenant’s expense, by audit discloses an independent certified public accountant (the “Accountant”) selected by Landlord and subject to Tenant’s reasonable approval; provided that if such Accountant determines that overstatement of Direct Expenses were overstated by more than in excess of five percent (5%)) for such Expense Year, then the cost of the Accountant and the cost of such determination shall be paid for by Landlord, and Landlord shall reimburse Tenant for the reasonable cost of both audits; otherwise the Tenant’s Accountant (provided that cost of such cost audits shall be a reasonable market cost for such services)borne by Tenant. Tenant hereby acknowledges agrees that Tenant’s this Section 4.6 shall be the sole right method to inspect Landlord’s books and records and be used by Tenant to contest dispute the amount of any Direct Expenses payable by Tenant shall be as set forth in pursuant to the terms of this Section 4.6Lease, and Tenant hereby waives any and all other rights pursuant to applicable at law to inspect such books and records and/or to contest the amount of Direct Expenses payable by Tenantor in equity relating thereto.

Landlord’s Books and Records. Upon Tenant’s written request given not more than one hundred eighty (180) days after Tenant’s receipt of a Statement for a particular Expense Year, and provided that Tenant is not then in default under this Lease beyond the applicable cure period provided in this Lease, Landlord shall furnish Tenant with such reasonable supporting documentation in connection with said Building Direct Expenses as Tenant may reasonably request. Landlord shall provide said information to Tenant within sixty (60) days after Tenant’s written request therefor. Within one hundred twenty eighty (120180) days after receipt of a Statement by Tenant of a Statement(the “Review Period”), if Tenant disputes the amount of Additional Rent set forth in the Statement, a member of Tenant’s finance department, or an independent certified public accountant (which accountant (A) is a member of a nationally regionally recognized accounting firm firm, and (B) is not working on a contingency fee basis) (“Tenant’s Accountant”), designated and paid for by Tenant, may, after reasonable notice to Landlord and at reasonable times, inspect Landlord’s records with respect to the Statement at Landlord’s offices, provided that there Tenant is no existing Event of Default not then in default under this Lease (beyond any applicable notice and cure periods) and Tenant has paid all amounts required to be paid under the applicable Estimate Statement and Statement, as the case may be. In connection with such inspection, Tenant and Tenant’s agents must agree in advance to follow Landlord’s reasonable rules and procedures regarding inspections of Landlord’s records, and shall execute a commercially reasonable confidentiality agreement regarding such inspection. Tenant’s failure to dispute the amount of Additional Rent set forth in any Statement within one hundred twenty (120) days of Tenant’s receipt of such Statement the Review Period shall be deemed to be Tenant’s approval of such Statement and Tenant, thereafter, waives the right or ability to dispute the amounts set forth in such Statement. If after such inspection, Tenant still disputes such Additional Rent, a determination as to the proper amount shall be made, at Tenant’s expense, by an independent certified public accountant (the “Accountant”) selected by Landlord and subject to Tenant’s reasonable approval; provided that if such determination by the Accountant determines proves that Direct Expenses were overstated by more than five percent (5%), then the cost of the Accountant and the cost of such determination shall be paid for by Landlord, and Landlord shall reimburse Tenant for the cost of the Tenant’s Accountant (provided that such cost shall be a reasonable market cost for such services). Tenant hereby acknowledges that Tenant’s sole right to inspect Landlord’s books and records and to contest the amount of Direct Expenses payable by Tenant shall be as set forth in this Section 4.6, and Tenant hereby waives any and all other rights pursuant to applicable law to inspect such books and records and/or to contest the amount of Direct Expenses payable by Tenant.

Landlord’s Books and Records. Within one hundred twenty (120) days after receipt by Tenant of a Statement, if If Tenant disputes the amount of Additional Rent set forth stated in the Statement, a member an Actual Statement within 90 days of Tenant’s finance departmentreceipt thereof, or Tenant may, upon at least five business days’ notice to Landlord, request an opportunity to inspect and audit Landlord’s records and supporting documentation regarding such Actual Statement. Such inspection and audit must be conducted by an independent certified public accountant (which accountant is a member within 180 days of a nationally recognized accounting firm and is not working on a contingency fee basis) (“the date Tenant received the Actual Statement, shall be at Tenant’s Accountant”sole cost and expense (except as provided below), designated and paid Landlord shall, at its election, either provide copies of such records and supporting documentation to Tenant or make such records and supporting documentation available to Tenant for by Tenant, may, after reasonable notice to Landlord and at reasonable times, inspect Landlord’s records with respect to the Statement its inspection at Landlord’s offices, provided that there is no existing Event of Default and business office during normal business hours. If Tenant has paid all amounts required to be paid under the applicable Estimate Statement and Statement, as the case may be. In connection with such inspection, Tenant and Tenant’s agents must agree in advance to follow Landlord’s reasonable rules and procedures regarding inspections of Landlord’s records, and shall execute a commercially reasonable confidentiality agreement regarding such inspection. Tenant’s failure fails to dispute the amount of Additional Rent set forth stated in any an Actual Statement within one hundred twenty (120) 90 days of Tenant’s receipt of such Statement shall be deemed thereof, or Tenant's audit fails to be Tenant’s approval of such Statement and Tenant, thereafter, waives the right or ability to dispute the amounts set forth disclose a discrepancy in such Statement. If Actual Statement within 180 days after such inspection, Tenant still disputes such Additional Rent, a determination as to Tenant's receipt of the proper amount shall be made, at Tenant’s expense, by an independent certified public accountant (the “Accountant”) selected by Landlord and subject to Tenant’s reasonable approval; provided that if such Accountant determines that Direct Expenses were overstated by more than five percent (5%)Actual Statement in question, then the cost Actual Statement will be deemed binding on Tenant. If it is determined as a result of Tenant's timely audit of Landlord's records (and Landlord's certified public accountant's concurrence therein) that Tenant was overcharged relative to the Accountant and the cost Operating Expenses, such overcharge shall entitle Tenant to a credit against its next payment of such determination shall be paid for by Landlord, and Landlord shall reimburse Tenant for the cost of the Tenant’s Accountant (provided that such cost shall be a reasonable market cost for such services). Tenant hereby acknowledges that Tenant’s sole right to inspect Landlord’s books and records and to contest Operating Expenses in the amount of Direct Expenses payable by Tenant the overcharge plus, in the case of an overcharge exceeding three percent of the Operating Expenses, the reasonable third party costs of such audit (and if such credit occurs following the expiration of the Term, Landlord shall be as set forth in this Section 4.6, and Tenant hereby waives any and all other rights pursuant to applicable law to inspect such books and records and/or to contest promptly pay the amount of Direct Expenses payable by such credit to Tenant). If it is determined as a result of Tenant's timely audit of Landlord's records (and Landlord's certified public accountant's concurrence therein), or otherwise, that Tenant was undercharged relative to the Operating Expenses, Tenant shall, within ten days of written demand, pay such undercharge to Landlord.

Landlord’s Books and Records. Upon Tenant's written request (an "Audit Request") given not more than ninety (90) days after Tenant's receipt of a Statement for the Base Year or a particular Expense Year, and provided that Tenant is not then in default under this Lease beyond any applicable notice and cure periods, Landlord shall furnish Tenant with such reasonable supporting documentation in connection with said Direct Expenses. Landlord shall provide said information to Tenant within sixty (60) days after Tenant's written request therefor. Within one hundred twenty sixty (12060) days after receipt of such information by Tenant of a Statement(the "Review Period"), if Tenant disputes the amount of Additional Rent Direct Expenses set forth in the Statement, a member of Tenant’s finance department, or an independent certified public accountant (which accountant (A) is a certified public accountant, (B) is a member of a nationally recognized accounting firm firm, and (C) is not working on a contingency fee basis) (“Tenant’s Accountant”), designated and paid for by Tenant, may, after reasonable notice to Landlord and at reasonable times, inspect Landlord’s 's records with respect to the Statement at Landlord’s 's offices, provided that there Tenant is no existing Event of Default not 795344.01/WLA 377082-00004//ejs/ejs -16- 000 X. Xxxxxxxx Xxxxxxxxx [Arrowhead Pharmaceuticals, Inc.] then in default under this Lease beyond any applicable notice and cure periods and Tenant has paid all amounts required to be paid due and owing, as provided under the applicable Estimate Statement and Statement, as the case may be. In connection with such inspection, Tenant and Tenant’s 's agents must agree in advance to follow Landlord’s 's reasonable rules and procedures regarding inspections of Landlord’s 's records, and shall execute a commercially reasonable confidentiality agreement regarding such inspection. Tenant’s 's failure to dispute the amount of Additional Rent Direct Expenses set forth in any Statement within one hundred twenty (120) days of Tenant’s receipt of such Statement the Review Period shall be deemed to be Tenant’s 's approval of such Statement and Tenant, thereafter, waives the right or ability to dispute the amounts set forth in such Statement. If after such inspection, Tenant still disputes such Additional Rent, a determination as to the proper amount shall be made, at Tenant’s 's expense, by an independent independent, nationally recognized certified public accountant (the “"Accountant”") selected mutually reasonably agreed upon by Landlord and subject to Tenant’s reasonable approval; provided that if such determination by the Accountant determines proves that Direct Expenses were overstated by more than five four percent (54%), then the cost of the Accountant and the cost of such determination shall be paid for by Landlord, and Landlord shall reimburse Tenant for the cost of the Tenant’s Accountant (provided that such cost shall be a reasonable market cost for such services). Tenant hereby acknowledges that Tenant’s 's sole right to inspect Landlord’s 's books and records and to contest the amount of Direct Expenses payable by Tenant shall be as set forth in this Section 4.64.6 and in no event shall Tenant have the right to inspect Landlord's books and records and/or contest the amount of Direct Expenses payable by Tenant more than one (1) time for any Expense Year (unless Landlord thereafter delivers a revised Statement), and Tenant hereby waives any and all other rights pursuant to applicable law to inspect such books and records and/or to contest the amount of Direct Expenses payable by Tenant.

Landlord’s Books and Records. Within one hundred twenty sixty (120160) days after receipt by Tenant of a StatementStatement by Tenant, if Tenant disputes the amount of Additional Rent set forth in the Statement, a member of Tenant’s finance department, or an independent certified public accountant (which accountant is a member of a nationally recognized accounting firm and is not working on a contingency fee basis) (“Tenant’s Accountant”), designated and paid for by Tenant, may, after reasonable notice to Landlord and at reasonable times, inspect Landlord’s records with respect to the Statement at Landlord’s offices, provided that there Tenant is no existing Event of Default not then in default under this Lease and Tenant has paid all amounts required to be paid under the applicable Estimate Statement and Statement, as the case may be. In connection with such inspection, Tenant and Tenant’s agents must agree in advance to follow Landlord’s reasonable rules and procedures regarding inspections of Landlord’s records, and shall execute a commercially reasonable confidentiality agreement regarding such inspection. Tenant’s failure to dispute the amount of Additional Rent set forth in any Statement within one hundred twenty sixty (120160) days of Tenant’s receipt of such Statement shall be deemed to be Tenant’s approval of such Statement and Tenant, thereafter, waives the right or ability to dispute the amounts set forth in such Statement. If after such inspection, Tenant still disputes such Additional Rent, a determination as to the proper amount shall be made, at Tenant’s expense, by an independent certified public accountant (the “Accountant”) selected by Landlord and subject to Tenant’s reasonable approval; provided that if such determination by the Accountant determines proves that Direct Expenses were overstated by more than five percent (5%), then the cost of the Accountant and the cost of such determination shall be paid for by Landlord, and Landlord to the extent such overstatement was paid as Additional Rent, Tenant shall reimburse Tenant for the cost be refunded or credited its share of the Tenant’s Accountant overstatement within thirty (provided that such cost shall be a reasonable market cost for such services)30) days. Tenant hereby acknowledges that Tenant’s sole right to inspect Landlord’s books and records and to contest the amount of Direct Expenses payable by Tenant shall be as set forth in this Section 4.6, and Tenant hereby waives any and all other rights pursuant to applicable law to inspect such books and records and/or to contest the amount of Direct Expenses payable by TenantTenant with respect to such Direct Expenses Statement.

Landlord’s Books and Records. Within one hundred twenty eighty (120180) days after receipt by Tenant of a Statement, if Tenant disputes the amount of Additional Rent set forth in the Statement, a member of Tenant’s 's finance department, or an independent certified public accountant (which accountant is a member of a nationally or regionally recognized accounting firm and is not working on a contingency fee basis) (“"Tenant’s 's Accountant”"), designated and paid for by Tenant, may, after reasonable notice to Landlord and at reasonable times, inspect Landlord’s 's records with respect to the Statement at Landlord’s offices's offices in Northern California, provided that there is no existing monetary Event of Default and Tenant has paid all amounts required to be paid under the applicable Estimate Statement and Statement, as the case may be. In connection with such inspection, Tenant and Tenant’s 's agents must agree in advance to follow Landlord’s 's reasonable rules and procedures regarding inspections of Landlord’s 's records, and shall execute a commercially reasonable confidentiality agreement regarding such inspection. Tenant’s 's failure to dispute the amount of Additional Rent set forth in any Statement within one hundred twenty eighty (120180) days of Tenant’s 's receipt of such Statement shall be deemed to be Tenant’s 's approval of such Statement and Tenant, thereafter, waives the right or ability to dispute the amounts set forth in such Statement. If after such inspection, Tenant still disputes such Additional Rent, a determination as to the proper amount shall be made, at Tenant’s 's expense, by an independent certified public accountant (the “"Accountant”") selected by Landlord and subject to Tenant’s 's reasonable approval; provided that if such Accountant determines that Direct Expenses were overstated by more than five percent (5%)) or more, then the cost of the Accountant and the cost of such determination shall be paid for by Landlord, and Landlord shall reimburse Tenant for the cost of the Tenant’s 's Accountant (provided that such cost shall be a reasonable market cost for such services). If such inspection determines that Tenant has overpaid any amounts on account of Direct Expenses for such Expense Year, Landlord shall refund to Tenant the amount of such overpayment within thirty (30) days after the amount thereof is determined. Tenant hereby acknowledges that Tenant’s 's sole right to inspect Landlord’s 's books and records and to contest the amount of Direct Expenses payable by Tenant shall be as set forth in this Section 4.6, and Tenant hereby waives any and all other rights pursuant to applicable law Applicable Law to inspect such books and records and/or to contest the amount of Direct Expenses payable by Tenant.

Landlord’s Books and Records. Within one hundred twenty (120) days after receipt by Tenant of a Statement, if If Tenant disputes the amount of Additional Rent set forth stated in the Statement, a member an Actual Statement within 90 days of Tenant’s finance departmentreceipt thereof, or Tenant may, upon at least five business days notice to Landlord, request an opportunity to inspect and audit Landlord’s records and supporting documentation regarding such Actual Statement. Such inspection and audit must be conducted by an independent certified public accountant (which accountant is a member within 180 days of a nationally recognized accounting firm and is not working on a contingency fee basis) (“the date Tenant received the Actual Statement, shall be at Tenant’s Accountant”sole cost and expense (except as provided below), designated and paid Landlord shall, at its election, either provide copies of such records and supporting documentation to Tenant or make such records and supporting documentation available to Tenant for by Tenant, may, after reasonable notice to Landlord and at reasonable times, inspect Landlord’s records with respect to the Statement its inspection at Landlord’s offices, provided that there is no existing Event of Default and business office during normal business hours. If Tenant has paid all amounts required to be paid under the applicable Estimate Statement and Statement, as the case may be. In connection with such inspection, Tenant and Tenant’s agents must agree in advance to follow Landlord’s reasonable rules and procedures regarding inspections of Landlord’s records, and shall execute a commercially reasonable confidentiality agreement regarding such inspection. Tenant’s failure fails to dispute the amount of Additional Rent set forth stated in any an Actual Statement within one hundred twenty (120) 90 days of Tenant’s receipt of such Statement shall be deemed to be thereof, or Tenant’s approval of such Statement and Tenant, thereafter, waives the right or ability audit fails to dispute the amounts set forth disclose a discrepancy in such Statement. If Actual Statement within 180 days after such inspection, Tenant still disputes such Additional Rent, a determination as to the proper amount shall be made, at Tenant’s expense, by an independent certified public accountant (receipt of the “Accountant”) selected by Landlord and subject to Tenant’s reasonable approval; provided that if such Accountant determines that Direct Expenses were overstated by more than five percent (5%)Actual Statement in question, then the cost Actual Statement will be deemed binding on Tenant. If it is determined as a result of the Accountant and the cost of such determination shall be paid for by Landlord, and Landlord shall reimburse Tenant for the cost of the Tenant’s Accountant (provided that such cost shall be a reasonable market cost for such services). Tenant hereby acknowledges that Tenant’s sole right to inspect timely audit of Landlord’s books records (and records and Landlord’s certified public accountant’s concurrence therein) that Tenant was overcharged relative to contest the Operating Expenses, such overcharge shall entitle Tenant to a credit against its next payment of Operating Expenses in the amount of Direct Expenses payable by Tenant the overcharge plus, in the case of an overcharge exceeding three percent of the Operating Expenses, the reasonable third party costs of such audit (and if such credit occurs following the expiration of the Lease Term, Landlord shall be as set forth in this Section 4.6, and Tenant hereby waives any and all other rights pursuant to applicable law to inspect such books and records and/or to contest promptly pay the amount of Direct Expenses payable by such credit to Tenant). If it is determined as a result of Tenant’s timely audit of Landlord’s records (and Landlord’s certified public accountant’s concurrence therein), or otherwise, that Tenant was undercharged relative to the Operating Expenses, Tenant shall, within ten days of written demand, pay such undercharge to Landlord.

Landlord’s Books and Records. Within one hundred twenty (120) days after receipt by Tenant of a Statement, if If Tenant disputes the amount of Additional Rent set forth stated in the an Actual Statement, a member Tenant may designate, within ninety (90) days after receipt of Tenant’s finance departmentthat Actual Statement, or an independent certified public accountant to inspect Landlord's records which inspection shall be at Tenant's sole cost and expense unless such inspection correctly discloses a discrepancy (in Tenant's favor) of greater than three (3) percent of the total Direct Expenses, in which case Landlord shall pay the reasonable costs of such inspection. Tenant is not entitled to request the inspection, however, if Tenant is then in default under this Lease. The accountant is must be a member of a nationally or locally recognized accounting firm and must not charge a fee based on the amount of Additional Rent that the accountant is not working on a contingency fee basis) (“Tenant’s Accountant”), designated and paid for able to save Tenant by Tenant, may, after the inspection. Tenant must give reasonable notice to Landlord of the request for inspection, and the inspection must be conducted in Landlord's offices at a reasonable time or times. If, inspect Landlord’s records after that inspection, Tenant still disputes the Additional Rent, such dispute will be resolved by arbitration in accordance with respect the commercial rules and regulations of the American Arbitration Association; however, Tenant shall pay such disputed amount (under protest) until such arbitration is completed. Any failure by Tenant to dispute the information set forth on any Actual Statement at Landlord’s offices, provided from Landlord within ninety (90) days of the date such Actual Statement is delivered to Tenant will constitute Tenant's conclusive acceptance of such Statement. If Landlord learns from the result of another tenant's audit of Direct Expenses that there is no existing Event of Default and Tenant has paid all amounts required to be paid under overpaid or underpaid Direct Expenses, Tenant shall receive a credit or reimbursement for its overpayment or shall pay Landlord upon demand the applicable Estimate Statement and Statementamount of any underpayment, as the case may be. In connection , in accordance with such inspection, Tenant and Tenant’s agents must agree in advance to follow Landlord’s reasonable rules and procedures regarding inspections of Landlord’s records, and shall execute a commercially reasonable confidentiality agreement regarding such inspection. Tenant’s failure to dispute the amount of Additional Rent set forth in any Statement within one hundred twenty (120) days of Tenant’s receipt of such Statement shall be deemed to be Tenant’s approval of such Statement and Tenant, thereafter, waives the right or ability to dispute the amounts set forth in such Statement. If after such inspection, Tenant still disputes such Additional Rent, a determination as to the proper amount shall be made, at Tenant’s expense, by an independent certified public accountant (the “Accountant”) selected by Landlord and subject to Tenant’s reasonable approval; provided that if such Accountant determines that Direct Expenses were overstated by more than five percent (5%), then the cost of the Accountant and the cost of such determination shall be paid for by Landlord, and Landlord shall reimburse Tenant for the cost of the Tenant’s Accountant (provided that such cost shall be a reasonable market cost for such services). Tenant hereby acknowledges that Tenant’s sole right to inspect Landlord’s books and records and to contest the amount of Direct Expenses payable by Tenant shall be as set forth in this Section 4.6, and Tenant hereby waives any and all other rights pursuant to applicable law to inspect such books and records and/or to contest the amount of Direct Expenses payable by Tenant4.5.2.

Landlord’s Books and Records. Within one hundred twenty (120) days after Following Xxxxxx’s receipt by Tenant of a Statement, if Tenant shall have the right by written notice to Landlord to commence and complete an audit of Landlord’s books concerning the Direct Expenses for the Expense Year which are the subject of such Statement, within the later to occur of (x) six (6) months following the delivery of such Statement and (y) the date that is sixty (60) days after Landlord makes Xxxxxxxx’s books and records available for Tenant’s audit, provided that Tenant notifies Landlord of Xxxxxx’s intent to audit Landlord’s books and records within the six (6) month period described in clause (x) above (the “Audit Period”). Following the giving of such written notice, Tenant shall have the right during Landlord’s regular business hours taking into account the workload of Landlord’s employees involved in the audit at the time of the audit request and on reasonable prior notice, to audit, at Landlord’s corporate offices in the San Francisco Bay area, at Tenant’s sole cost, Landlord’s records, provided that Tenant is not then in Default. The audit of Landlord’s records may be conducted only by a reputable certified public accountant, subject to Landlord’s approval, which approval shall not be unreasonably withheld. Any accounting firm selected by Tenant in connection with the audit (i) shall be a reputable independent nationally or regionally recognized certified public accounting firm which has previous experience in auditing financial operating records of landlords of office/life science buildings; (ii) shall not already be providing accounting and/or lease administration services to Tenant and shall not have provided accounting and/or lease administration services to Tenant in the past three (3) years; (iii) shall not be retained by Tenant on a contingency fee basis (i.e. Tenant must be billed based on the actual time and materials that are incurred by the accounting firm in the performance of the audit), a copy of the executed audit agreement, between Tenant and auditor, shall be provided to Landlord prior to the commencement of the audit; and (iv) at Landlord’s option, both Tenant and its agent shall be required to execute a commercially reasonable confidentially agreement prepared by Landlord. Any audit report prepared by Xxxxxx’s auditors shall be delivered concurrently to Landlord and Tenant within the Audit Period. If, after such audit of Landlord’s records, Tenant disputes the amount of Additional Rent set forth Direct Expenses for the year under audit, Landlord and Tenant shall meet and attempt in good faith to resolve the Statement, a member dispute. If the parties are unable to resolve the dispute within sixty (60) days after completion of Tenant’s finance departmentaudit, or an independent certified public accountant (which accountant is a member of a nationally recognized accounting firm and is not working on a contingency fee basis) (“Tenant’s Accountant”), designated and paid for by Tenant, may, after reasonable notice to Landlord and at reasonable times, inspect Landlord’s records with respect to the Statement at Landlord’s offices, provided that there is no existing Event of Default and Tenant has paid all amounts required to be paid under the applicable Estimate Statement and Statement, as the case may be. In connection with such inspection, Tenant and Tenant’s agents must agree in advance to follow Landlord’s reasonable rules and procedures regarding inspections of Landlord’s records, and shall execute a commercially reasonable confidentiality agreement regarding such inspection. Tenant’s failure to dispute the amount of Additional Rent set forth in any Statement within one hundred twenty (120) days of Tenant’s receipt of such Statement shall be deemed to be Tenant’s approval of such Statement and Tenant, thereafter, waives the right or ability to dispute the amounts set forth in such Statement. If after such inspection, Tenant still disputes such Additional Rent, a determination as to the proper amount shall be madethen, at Tenant’s expenserequest, by an independent a certified public accountant accounting firm selected by Landlord, and reasonably approved by Xxxxxx, shall, at Tenant’s cost, conduct an audit of the relevant Direct Expenses (the “AccountantNeutral Audit”) selected by ). Tenant shall pay all costs and expenses of the Neutral Audit unless the final determination in such Neutral Audit is that Landlord and subject to Tenant’s reasonable approval; provided that if such Accountant determines that overstated Direct Expenses were overstated in the Statement for the year being audited by more than five percent (5%), then the cost ) in which case Landlord shall pay all costs and expenses of the Accountant and the cost of such determination shall be paid for by LandlordNeutral Audit, and Landlord shall reimburse Tenant for the cost of the as well as Tenant’s Accountant (provided that such cost shall be a reasonable market cost for such services). out-of-pocket costs actually incurred by Tenant hereby acknowledges that Tenant’s sole right to inspect in the audit of Landlord’s books and records records. In any event, Landlord will reimburse or provide a credit for any overstatement of Direct Expenses and Tenant shall pay to contest Landlord any understatement of Direct Expenses. To the extent Landlord and Tenant fail to otherwise reach mutual agreement regarding Direct Expenses, the foregoing audit and Neutral Audit procedures shall be the sole methods to be used by Tenant to dispute the amount of any Direct Expenses payable by Tenant shall be as set forth in this Section 4.6, and Tenant hereby waives any and all other rights pursuant to applicable law to inspect such books and records and/or to contest the amount terms of Direct Expenses payable by Tenantthe Lease.

Landlord’s Books and Records. Upon Tenant’s written request given not more than six (6) months after Tenant’s receipt of a Statement for a particular Expense Year, and provided that Tenant is not then in default under this Lease beyond the applicable notice and cure period provided in this Lease, specifically including, but not limited to, a default beyond the applicable notice and cure period provided in this Lease with respect to the timely payment of Additional Rent (whether or not the same is the subject of the audit contemplated herein), Landlord shall furnish Tenant with such reasonable supporting documentation in connection with said Direct Expenses as Tenant may reasonably request. Landlord shall provide said documentation to Tenant within sixty (60) days after Tenant’s written request therefor. Within one hundred twenty sixty (12060) days after receipt by Tenant of a Statementsaid documentation from Landlord (the “Audit Period”), if Tenant disputes the amount of Additional Rent Direct Expenses set forth in the Statement, a member of Tenant’s finance department, or an independent certified public accountant (which accountant (A) is a member of a nationally or regionally recognized certified public accounting firm and which has previous experience in auditing financial operating records of landlords of office buildings, (B) is not working on a contingency fee basisbasis [i.e., Tenant must be billed based on the actual time and materials that are incurred by the certified public accounting firm in the performance of the audit], and (C) (“shall not currently be providing or provide in the future accounting and/or lease administration services to another tenant in the Building and/or the Project in connection with a review or audit by such other tenant of the expense records being audited by Tenant’s Accountant”), designated and paid for by Tenant, may, after reasonable notice to Landlord and at reasonable times, inspect audit Landlord’s records with respect to the Statement at Landlord’s corporate offices, provided that there (i) Tenant is no existing Event of Default not then in default under this Lease (beyond the applicable notice and cure periods provided under this Lease), (ii) Tenant has paid all amounts required to be paid under the applicable Estimate Statement and Statement, as and (iii) a copy of the case may beaudit agreement between Tenant and its particular certified public accounting firm has been delivered to Landlord prior to the commencement of the audit. In connection with such inspectionaudit, Tenant and Tenant’s agents certified public accounting firm must agree in advance to follow Landlord’s reasonable rules and procedures regarding inspections an audit of Landlord’s the aforementioned Landlord records, and shall execute a commercially reasonable confidentiality agreement regarding such inspectionaudit. Any audit report prepared by Tenant’s certified public accounting firm shall be delivered concurrently to Landlord and Tenant within the Audit Period. Tenant’s failure to dispute audit the amount of Additional Rent Direct Expenses set forth in any Statement within one hundred twenty (120) days of Tenant’s receipt of such Statement the Audit Period shall be deemed to be Tenant’s approval of such Statement and Tenant, thereafter, waives the right or ability to dispute audit the amounts set forth in such Statement. If after such inspectionaudit, Tenant still disputes such Additional RentDirect Expenses, a determination as an audit to determine the proper amount shall be made, at Tenant’s expense, by an independent certified public accountant (the “Accountant”) selected by Landlord and subject to Tenant’s reasonable approval; provided that if such audit by the Accountant determines proves that Direct Expenses set forth in the particular Statement were overstated by more than five percent (5%), then the cost of the Accountant Accountant, the cost of Tenant’s accounting, and the cost of such determination audit (and the actual and reasonable out-of-pocket cost of Tenant’s audit and auditor, not to exceed $10,000.00) shall be paid for by Landlord, and Landlord shall reimburse Tenant for the cost of the Tenant’s Accountant (provided that such cost shall be a reasonable market cost for such services). Tenant hereby acknowledges that Tenant’s sole right to inspect audit Landlord’s books and records and to contest the amount of Direct Expenses payable by Tenant shall be as set forth in this Section 4.6, and Tenant hereby waives any and all other rights pursuant to applicable law to inspect audit such books and records and/or to contest the amount of Direct Expenses payable by Tenant.

Landlord’s Books and Records. Within one hundred twenty (120) days after receipt by Tenant of a Statement, if If Tenant disputes the amount of Additional Rent set forth stated in the Statement, a member an Actual Statement within 180 days of Tenant’s finance department's receipt thereof, or Tenant may, upon at least five business days notice to Landlord, inspect and audit Landlord's records and supporting documentation regarding such Actual Statement. Such inspection and audit must be conducted by an independent independent, nationally recognized, certified public accountant (selected by Tenant and reasonably approved by Landlord, and who has not previously been engaged by Tenant or Tenant's affiliates and who has been engaged to provide such services on a fee basis which accountant is a member of a nationally recognized accounting firm and is not working on a related to the results of such inspection and audit (i.e. with no contingency fee basis) factor); and such inspection and audit must be conducted within 180 days of the date Tenant received the Actual Statement, shall be at Tenant's sole cost and expense (“Tenant’s Accountant”except as provided below), designated and paid Landlord shall, at its election, either provide copies of such records and supporting documentation to Tenant or make such records and supporting documentation available to Tenant for by Tenant, may, after reasonable notice to Landlord and at reasonable times, inspect Landlord’s records with respect to the Statement its inspection at Landlord’s offices's business office in San Diego, provided that there is no existing Event of Default and Tenant has paid all amounts required to be paid under the applicable Estimate Statement and Statement, as the case may beCalifornia during normal business hours. In connection Landlord shall cooperate in good faith with such inspection, Tenant and Tenant’s agents must agree in advance to follow Landlord’s reasonable rules and procedures regarding inspections of Landlord’s records, and shall execute a commercially reasonable confidentiality agreement regarding the accountant during any such inspection. Tenant’s failure If Tenant fails to dispute the amount of Additional Rent set forth stated in any an Actual Statement within one hundred twenty (120) 180 days of Tenant’s 's receipt thereof, or Tenant's audit fails to disclose a discrepancy in such Actual Statement within 180 days after Tenant's receipt of such the Actual Statement shall be deemed to be Tenant’s approval of such Statement and Tenant, thereafter, waives the right or ability to dispute the amounts set forth in such Statement. If after such inspection, Tenant still disputes such Additional Rent, a determination as to the proper amount shall be made, at Tenant’s expense, by an independent certified public accountant (the “Accountant”) selected by Landlord and subject to Tenant’s reasonable approval; provided that if such Accountant determines that Direct Expenses were overstated by more than five percent (5%)question, then the cost of the Accountant and the cost Actual Statement will be deemed binding on Tenant, absent fraud. If it is determined as a result of such determination accountant's timely audit of Landlord's records that Tenant was overcharged relative to the Direct Expenses, such overcharge shall be paid for by Landlord, and Landlord shall reimburse entitle Tenant for the cost to a credit against its next payment of the Tenant’s Accountant (provided that such cost shall be a reasonable market cost for such services). Tenant hereby acknowledges that Tenant’s sole right to inspect Landlord’s books and records and to contest Direct Expenses in the amount of the overcharge plus, in the case of an overcharge exceeding three percent of the Direct Expenses payable by Tenant Expenses, the reasonable third party costs of such audit (and if such credit occurs following the expiration of the Term, Landlord shall be as set forth in this Section 4.6, and Tenant hereby waives any and all other rights pursuant to applicable law to inspect such books and records and/or to contest promptly pay the amount of such credit to Tenant). If it is determined as a result of such accountant's timely audit of Landlord's records, or otherwise, that Tenant was undercharged relative to the Direct Expenses payable by TenantExpenses, Tenant shall, within ten days of written demand, pay such undercharge to Landlord.

Landlord’s Books and Records. Within one hundred twenty (120) days after receipt by Tenant of a Statement, if If Tenant disputes in writing the amount of Additional Rent set forth stated in the Statement, a member of Tenant’s finance department, or an independent certified public accountant (which accountant is a member of a nationally recognized accounting firm and is not working on a contingency fee basis) (“Tenant’s Accountant”), designated and paid for by Tenant, may, after reasonable notice to Landlord and at reasonable times, inspect Landlord’s records with respect to the Statement at Landlord’s offices, provided that there is no existing Event of Default and Tenant has paid all amounts required to be paid under the applicable Estimate Statement and Statement, as the case may be. In connection with such inspection, Tenant and Tenant’s agents must agree in advance to follow Landlord’s reasonable rules and procedures regarding inspections of Landlord’s records, and shall execute a commercially reasonable confidentiality agreement regarding such inspection. Tenant’s failure to dispute the amount of Additional Rent set forth in any Actual Statement within one hundred twenty thirty (12030) days of Tenant’s receipt of such Statement shall be deemed to be Tenant’s approval of such Statement and Tenant, thereafter, waives the right or ability to dispute the amounts set forth in such Statement. If after such inspectionthereof, Tenant still disputes such Additional Rentmay, a determination as upon at least five business days notice to the proper amount shall be made, at Tenant’s expense, by an independent certified public accountant (the “Accountant”) selected by Landlord and subject to Tenant’s reasonable approval; provided that if such Accountant determines that Direct Expenses were overstated by more than five percent (5%), then the cost of the Accountant and the cost of such determination shall be paid for by Landlord, and Landlord shall reimburse Tenant for the cost of the Tenant’s Accountant (provided that such cost shall be a reasonable market cost for such services). Tenant hereby acknowledges that Tenant’s sole right request an opportunity to inspect Landlord’s books and records and supporting documentation regarding such Actual Statement. Such inspection must be conducted within sixty (60) days of the date Tenant received the Actual Statement and shall be at Tenant’s sole cost and expense. If Tenant retains an agent to contest review Landlord’s records, the agent must be with a licensed CPA firm not engaged on a contingency fee basis. Tenant shall be solely responsible for all costs, expenses and fees incurred for the audit. Landlord shall make such records and supporting documentation available to Tenant for its inspection at the business office of Landlord’s property manager for the Building during normal business hours. If Tenant fails to dispute in writing the amount of Additional Rent stated in an Actual Statement within thirty (30) days of Tenant’s receipt thereof, or Tenant’s inspection fails to disclose a discrepancy in such Actual Statement within sixty (60) days after Tenant’s receipt of the Actual Statement in question, then the Actual Statement will be deemed binding on Tenant. If Tenant, within such sixty (60) day period, provides Landlord written notice (an “Objection Notice”) stating in reasonable detail any objection to Landlord’s statement of Direct Expenses payable for that year, Landlord and Tenant shall work together in good faith to resolve any issues raised in Tenant’s Objection Notice. If Landlord and Tenant determine that Direct Expenses for the calendar year are less than reported, Landlord shall provide Tenant with a credit against the next installment(s) of Monthly Basic Rent in the amount of the overpayment by Tenant, or if all Monthly Basic Rent amounts have been paid, Landlord shall pay Tenant the amount of any overpayment within sixty (60) days. Likewise, if Landlord and Tenant determine that Direct Expenses for the calendar year are greater than reported, Tenant shall pay Landlord the amount of any underpayment within thirty (30) days. The records reviewed by Tenant shall be treated as set forth in this Section 4.6confidential by Tenant, its agents and consultants and shall not be disclosed to any third party without Landlord’s prior written consent. In no event shall Tenant hereby waives be permitted to examine Landlord’s records or to dispute any and all other rights pursuant to applicable law to inspect such books and records and/or to contest the amount statement of Direct Expenses payable by Tenantunless Tenant has paid and continues to pay all Rent when due.

Landlord’s Books and Records. Within Upon Tenant’s written request given not more than one hundred twenty eighty (120180) days after receipt by Tenant of a Statement, if Tenant disputes the amount of Additional Rent set forth in the Statement, a member of Tenant’s finance department, or an independent certified public accountant (which accountant is a member of a nationally recognized accounting firm and is not working on a contingency fee basis) (“Tenant’s Accountant”), designated and paid for by Tenant, may, after reasonable notice to Landlord and at reasonable times, inspect Landlord’s records with respect to the Statement at Landlord’s offices, provided that there is no existing Event of Default and Tenant has paid all amounts required to be paid under the applicable Estimate Statement and Statement, as the case may be. In connection with such inspection, Tenant and Tenant’s agents must agree in advance to follow Landlord’s reasonable rules and procedures regarding inspections of Landlord’s records, and shall execute a commercially reasonable confidentiality agreement regarding such inspection. Tenant’s failure to dispute the amount of Additional Rent set forth in any Statement within one hundred twenty (120) days of Tenant’s receipt of a Statement for a particular Expense Year, and provided that Tenant is not then in default under this Lease beyond the applicable cure period provided in this Lease, Landlord shall provide Tenant with an audited statement (the “Accountant’s Statement”) concerning the Direct Expenses for such Expense Year from Landlord’s nationally recognized independent certified public accountants, and Landlord shall also furnish Tenant with such reasonable supporting documentation in connection with said Direct Expenses as Tenant may reasonably request. Landlord shall provide said information and the Accountant’s Statement to Tenant within sixty (60) days after Tenant’s written request therefor. The Accountant’s Statement shall be deemed contain sufficient detail to be Tenant’s approval enable Tenant to verify that the terms of such Statement exclusions and Tenantinclusions with respect to Building Direct Expenses, thereafter, waives the right or ability to dispute the amounts as set forth in such Statementthis Lease, have been adhered to in computing the Excess payable by Tenant. If after such inspectionIf, within thirty (30) days following Tenant’s receipt of the Accountant’s Statement and supporting documentation, Tenant still disputes such Additional Rentthe applicable Direct Expenses, a determination as to the proper amount shall be made, at Tenant’s expense, by an a nationally recognized independent certified public accountant (the “Accountant”) selected mutually and reasonably agreed to by Landlord and subject to Tenant’s reasonable approval; provided that if such determination by the Accountant determines confirms that Direct Expenses were overstated by more than five three percent (53.0%), then the cost of the Accountant and the cost of such determination shall be paid for by Landlord, and Landlord shall reimburse Tenant for the cost of the Tenant’s Accountant (provided that such cost shall be a reasonable market cost for such services). Tenant hereby acknowledges that Tenant’s sole right to inspect Landlord’s books and records and to contest the amount of Direct Expenses payable by Tenant shall be as set forth in this Section 4.6, and Tenant hereby waives any and all other rights pursuant to applicable law Applicable Law to inspect such books and records and/or to contest the amount of Direct Expenses payable by Tenant. Tenant’s sole remedy shall be for the parties to make such appropriate payments or reimbursements, as the case may be, (including interest on any such amount at the “Interest Rate,” as that term is defined in Article 25, below) to each other as are determined to be owing, provided that any reimbursements payable by Landlord to Tenant shall be refunded to Tenant within forty-five (45) days following the final determination pursuant to this Section 4.6.

Landlord’s Books and Records. Within one hundred twenty ninety (12090) days after receipt by Tenant of a StatementStatement by Tenant, if Tenant disputes the amount of Additional Rent set forth in the Statement, a member of Tenant’s finance department, or an independent certified public accountant (which accountant is a member of a nationally recognized accounting firm and is not working on a contingency fee basis) (“Tenant’s Accountant”), designated and paid for by Tenant, may, after reasonable notice to Landlord and at reasonable times, inspect Landlord’s 's records with respect to the Statement at Landlord’s 's offices, provided that there Tenant is no existing Event of Default not then in default under this Lease and Tenant has paid all amounts required to be paid under the applicable Estimate Statement and Statement, as the case may be. In connection with such inspection, Tenant and Tenant’s 's agents must agree in advance to follow Landlord’s 's reasonable rules and procedures regarding inspections of Landlord’s 's records, and shall execute a commercially reasonable confidentiality agreement regarding such inspection. Tenant’s 's failure to dispute the amount of Additional Rent set forth in any Statement within one hundred twenty ninety (12090) days of Tenant’s 's receipt of such Statement shall be deemed to be Tenant’s 's approval of such Statement and Tenant, thereafter, waives the right or ability to dispute the amounts set forth in such Statement. If after such inspection, Tenant still disputes such Additional Rent, a determination as to the proper amount shall be made, at Tenant’s 's expense, by an independent certified public accountant (the “Accountant”"ACCOUNTANT") selected by Landlord and subject to Tenant’s 's reasonable approval; provided that if such determination by the Accountant determines proves that Direct Expenses were overstated by more than five percent (5%), then the cost of the Accountant and the cost of such determination shall be paid for by Landlord, and Landlord shall reimburse Tenant for the cost of the Tenant’s Accountant (provided that such cost shall be a reasonable market cost for such services). Tenant hereby acknowledges that Tenant’s 's sole right to inspect Landlord’s 's books and records and to contest the amount of Direct Expenses payable by Tenant shall be as set forth in this Section 4.6, and Tenant hereby waives any and all other rights pursuant to applicable law to inspect such books and records and/or to contest the amount of Direct Expenses payable by Tenant.

Landlord’s Books and Records. Within one hundred twenty (120) days after Following Tenant’s receipt by Tenant of a Statement, if Tenant shall have the right by written notice to Landlord to commence an audit of Landlord’s books concerning the Direct Expenses for the Expense Year which are the subject to such Statement, within one (1) year following the delivery of such Statement (the “Review Period”) and complete the same within ninety (90) days thereafter. Following the giving of such written notice, Tenant shall have the right during Landlord’s regular business hours taking into account the workload of Landlord’s employees involved in the audit at the time of the audit request and on reasonable prior notice, to audit, at Landlord’s corporate offices (or such other location as mutually agreed upon by Landlord and Tenant), at Tenant’s sole cost, Landlord’s records, provided that Tenant is not then in Default. The audit of Landlord’s records may be conducted only by a reputable certified public accountant, subject to Landlord’s approval, which approval shall not be unreasonably withheld. Any accounting firm selected by Tenant in connection with the audit (i) shall be a reputable certified public accounting firm which has previous experience in auditing financial operating records of landlords of office buildings; (ii) shall not be retained by Tenant on a contingency fee basis (i.e. Tenant must be billed based on the actual time and materials that are incurred by the accounting firm in the performance of the audit), a copy of the executed audit agreement, between Tenant and auditor, shall be provided to Landlord prior to the commencement of the audit; and (iii) at Landlord’s option, both Tenant and its agent shall be required to execute a commercially reasonable confidentially agreement prepared by Landlord. Any audit report prepared by Tenant’s auditors shall be delivered concurrently to Landlord and Tenant within the Review Period. If, after such audit of Landlord’s records, Tenant disputes the amount of Additional Rent set forth Direct Expenses for the year under audit, Landlord and Tenant shall meet and attempt in good faith to resolve the Statement, a member dispute. If the parties are unable to resolve the dispute within sixty (60) days after completion of Tenant’s finance departmentaudit, or an independent certified public accountant (which accountant is a member of a nationally recognized accounting firm and is not working on a contingency fee basis) (“Tenant’s Accountant”), designated and paid for by Tenant, may, after reasonable notice to Landlord and at reasonable times, inspect Landlord’s records with respect to the Statement at Landlord’s offices, provided that there is no existing Event of Default and Tenant has paid all amounts required to be paid under the applicable Estimate Statement and Statement, as the case may be. In connection with such inspection, Tenant and Tenant’s agents must agree in advance to follow Landlord’s reasonable rules and procedures regarding inspections of Landlord’s records, and shall execute a commercially reasonable confidentiality agreement regarding such inspection. Tenant’s failure to dispute the amount of Additional Rent set forth in any Statement within one hundred twenty (120) days of Tenant’s receipt of such Statement shall be deemed to be Tenant’s approval of such Statement and Tenant, thereafter, waives the right or ability to dispute the amounts set forth in such Statement. If after such inspection, Tenant still disputes such Additional Rent, a determination as to the proper amount shall be madethen, at Tenant’s expenserequest, a certified public accounting firm selected by Landlord, and reasonably approved by Tenant, shall conduct an independent audit of the relevant Direct Expenses (the “Neutral Audit”), provided, however, such certified public accountant shall not be the accountant who conducted Landlord’s initial calculation of Direct Expenses. Tenant shall pay all costs and expenses of the Neutral Audit unless the final determination in such Neutral Audit is that Landlord overstated Direct Expenses in the Statement for the year being audited by more than three percent (3%) in which case Landlord shall pay all costs and expenses of the “Accountant”) selected by Landlord and subject to Neutral Audit, as well as Tenant’s reasonable approval; provided out-of-pocket costs actually incurred by Tenant in the review of Landlord’s books and records. Additionally, if the parties agree or it is determined (whether or not through arbitration) that Landlord overstated Direct Expenses by more than three percent (3%), Landlord shall pay Tenant’s reasonable out of pocket costs incurred in the audit of Landlord’s books and records. In any event, Landlord will reimburse or provide a credit for any overstatement of Direct Expenses and Tenant shall pay to Landlord any understatement of Direct Expenses. If the Direct Expenses for the Base Year are adjusted as a result of such Neutral Audit, then any such change in the Direct Expenses for the Base Year shall be included in the foregoing calculation to determine if such Accountant determines that the Direct Expenses were overstated by more than five three percent (53%). To the extent Landlord and Tenant fail to otherwise reach mutual agreement regarding Direct Expenses, then the cost of the Accountant foregoing audit and the cost of such determination Neutral Audit procedures shall be paid for the sole methods to be used by Landlord, and Landlord shall reimburse Tenant for the cost of the Tenant’s Accountant (provided that such cost shall be a reasonable market cost for such services). Tenant hereby acknowledges that Tenant’s sole right to inspect Landlord’s books and records and to contest dispute the amount of any Direct Expenses payable by Tenant shall be as set forth in this Section 4.6, and Tenant hereby waives any and all other rights pursuant to applicable law to inspect such books and records and/or to contest the amount terms of Direct Expenses payable by Tenantthe Lease.

Landlord’s Books and Records. Within Upon Tenant's written request given not more than one hundred twenty eighty (120180) days after Tenant's receipt of a Statement for a particular Expense Year, and provided that Tenant is not then in default under this Lease beyond the applicable notice and cure period provided in this Lease, specifically including, but not limited to, the timely payment of Additional Rent (whether or not the same is the subject of the audit contemplated herein), Landlord shall furnish Tenant with such reasonable supporting documentation in connection with said Direct Expenses as Tenant may reasonably request. Landlord shall provide said information to Tenant within sixty (60) days after Tenant's written request therefor. Within two hundred forty (240) days after receipt of a Statement by Tenant of a Statement(the "Review Period"), if Tenant disputes the amount of Additional Rent 692500.09/WLA371593-00023/6-13-12/ao/ao -00- XXX XXXXXX[Xxxxxx Realty, L.P.][Concur Technologies, Inc.] Direct Expenses set forth in the Statement, a member of Tenant’s finance department, or an independent certified public accountant (which accountant (A) is a member of a nationally or regionally recognized accounting firm and which has previous experience in auditing financial operating records of landlords of office buildings, (B) is not working on a contingency fee basisbasis [i.e., Tenant must be billed based on the actual time and materials that are incurred by the accounting firm in the performance of the audit], and (C) (“Tenant’s Accountant”shall not currently be providing accounting and/or lease administration services to another tenant in the Building and/or the Project in connection with a review or audit by such other tenant of Direct Expenses), designated and paid for by Tenant, may, after reasonable notice to Landlord and at reasonable times, inspect audit Landlord’s 's records with respect to the Statement at Landlord’s 's corporate offices, provided that there (i) Tenant is no existing Event of Default not then in default under this Lease (beyond the applicable notice and cure periods provided under this Lease), (ii) Tenant has paid all amounts required to be paid under the applicable Estimate Statement and Statement, as and (iii) a copy of the case may beaudit agreement between Tenant and its particular auditor has been delivered to Landlord prior to the commencement of the audit. In connection with such inspectionaudit, Tenant and Tenant’s 's agents must agree in advance to follow Landlord’s 's reasonable rules and procedures regarding inspections an audit of Landlord’s the aforementioned Landlord records, and shall execute a commercially reasonable confidentiality agreement regarding such inspectionaudit. Any audit report prepared by Tenant's auditors shall be delivered to Landlord and Tenant within the Review Period. Tenant’s 's failure to dispute audit the amount of Additional Rent Direct Expenses set forth in any Statement within one hundred twenty (120) days of Tenant’s receipt of such Statement the Review Period shall be deemed to be Tenant’s 's approval of such Statement and Tenant, thereafter, waives the right or ability to dispute audit the amounts set forth in such Statement. If after such inspectionaudit, Tenant still disputes such Additional RentDirect Expenses, a determination as an audit to determine the proper amount shall be made, at Tenant’s 's expense, by an independent certified public accountant (the “"Accountant”") selected by Landlord and subject to Tenant’s 's reasonable approval; provided that if such audit by the Accountant determines proves that Direct Expenses set forth in the particular Statement were overstated by more than five percent (5%), then the cost of the Accountant and the cost of such determination audit shall be paid for by Landlord, and Landlord shall reimburse Tenant for the cost of the Tenant’s Accountant (provided that such cost shall be a reasonable market cost for such services). Tenant hereby acknowledges that that, except with respect to acts of fraud, Tenant’s 's sole right to inspect audit Landlord’s 's books and records and to contest the amount of Direct Expenses payable by Tenant shall be as set forth in this Section 4.6, and Tenant hereby waives any and all other rights pursuant to applicable law to inspect audit such books and records and/or to contest the amount of Direct Expenses payable by Tenant.

Landlord’s Books and Records. Within one hundred twenty Upon Tenant’s written request given not more than ninety (12090) days after Tenant’s receipt by Tenant of a Statement for a particular Expense Year, and provided that Tenant is not then in default under this Lease beyond the applicable cure period provided in this Lease, Landlord shall provide Tenant with an accountant’s statement (the “Accountant’s Statement”) concerning the Direct Expenses for such Expense Year (and the Base Year) from Landlord’s accountants (including, if without limitation, Landlord’s in-house bookkeeper), and Landlord shall also furnish Tenant disputes with such reasonable supporting documentation in connection with said Direct Expenses as Tenant may reasonably request. Landlord shall provide said information and the amount Accountant’s Statement to Tenant within thirty (30) days after Tenant’s written request therefor. The Accountant’s Statement shall contain sufficient detail to enable Tenant to verify that the terms of Additional Rent exclusions and inclusions with respect to Direct Expenses, as set forth in this Lease, have been adhered to in computing the Statement, a member of Tenant’s finance department, or an independent certified public accountant (which accountant is a member of a nationally recognized accounting firm and is not working on a contingency fee basis) (“Tenant’s Accountant”), designated and paid for Excess payable by Tenant, may, after reasonable notice to Landlord and at reasonable times, inspect Landlord’s records with respect to the Statement at Landlord’s offices, provided that there is no existing Event of Default and Tenant has paid all amounts required to be paid under the applicable Estimate Statement and Statement, as the case may be. In connection with such inspectionreview of Landlord’s records and documentation, Tenant and Tenant’s agents (which agents must not be paid on a contingency fee) must agree in advance to follow Landlord’s reasonable rules and procedures regarding inspections a review of Landlord’s recordsrecords and documentation, and shall execute a commercially reasonable confidentiality agreement regarding the same. In the event Tenant, within thirty (30) days after receipt of the Accountant’s Statement and any such inspection. Tenant’s failure to dispute reasonable supporting documentation, disputes the amount of Additional Rent Direct Expenses and/or the Excess set forth in any the Statement within one hundred twenty (120) days of Tenant’s receipt of such Statement shall be deemed to be Tenant’s approval of such Statement and Tenantfor the applicable Expense Year, thereafter, waives the right or ability to dispute the amounts set forth in such Statement. If after such inspection, Tenant still disputes such Additional Rent, then a determination certification as to the proper amount of such Direct Expenses and/or the Excess shall be made, at Tenant’s expense, by an independent certified public accountant (the “Accountant”) selected by Tenant (which accountant shall not have been previously engaged by Tenant during the preceding five (5) year period, and shall not be paid on a commission or contingency basis) and reasonably approved by Landlord, which certification shall be final and conclusive, if such certification determines that an error has been made, Tenant’s sole remedy shall be for the parties to make such appropriate payments or reimbursements, as the case may be, (including interest on any such amount at an annual interest rate equal to the Prime Rate (as stated under the column “Money Rates” in The Wall Street Journal) plus two percent (2%); provided, however, in no event shall such annual interest rate exceed the highest annual interest rate permitted by “Applicable Law” as that term is defined in Article 24 of this Lease to each other as are determined to be owing, provided that any reimbursements payable by Landlord and subject to Tenant may, at Landlord’s option, instead be credited against the Base Rent next coming due under this Lease unless the Lease Term has expired, in which event Landlord shall refund the appropriate amount to Tenant’s reasonable approval; provided that . Notwithstanding the foregoing, if such Accountant determines that the actual amount of Direct Expenses were and/or the Excess due for that Expense Year, as determined by such certification, is determined to have been overstated by more than five percent (5%), then the cost of the Accountant and the cost of such determination shall be paid for by Landlord, and Landlord shall reimburse Tenant for pay the cost of the Tenant’s Accountant (provided that costs associated with such cost shall be a reasonable market cost for such services)certification. Tenant hereby acknowledges that Tenant’s sole right to inspect Landlord’s books and records and to contest the amount of Direct Expenses payable by Tenant under Article 4 of this Lease shall be as set forth in this Section 4.64.5, and Tenant hereby waives any and all other rights pursuant to applicable law Applicable Laws to inspect such books and records and/or to contest the amount of Direct Expenses payable by TenantTenant under Article 4 of this Lease.

Landlord’s Books and Records. Within one hundred twenty two (1202) days years after receipt by Tenant of a StatementStatement by Tenant, if Tenant disputes the amount of Additional Rent Expenses and Taxes set forth in the Statement, a member of Tenant’s finance department, or an independent certified public accountant (which accountant is a member of a nationally or regionally recognized accounting firm and is not working on a contingency fee basis) or another auditor selected by Tenant or any employee of Tenant (“Tenant’s Accountant”not working on a contingency fee basis and experienced in auditing operating expenses at comparable buildings), designated and paid for by Tenant, or a qualified employee of Tenant, may, after reasonable notice to Landlord and at reasonable times, inspect and photocopy (and retain) Landlord’s records with respect to the Statement at Landlord’s offices, provided that there Tenant is no existing Event not then in material monetary default under this Lease after expiration of Default any applicable notice and cure periods, and Tenant has paid all amounts required to be paid under the applicable Estimate Statement and Statement, as the case may bebe (but Tenant may pay the same “under protest”). In connection with such inspection, Tenant and Tenant’s agents must agree in advance to follow Landlord’s reasonable rules and procedures regarding inspections of Landlord’s records, and shall execute a commercially reasonable confidentiality agreement regarding such inspection. Tenant’s failure to dispute the amount of Additional Rent Expenses and Taxes set forth in any Statement within one hundred twenty two (1202) days years of Tenant’s receipt of such Statement shall be deemed to be Tenant’s approval of such Statement and Tenant, thereafter, waives the right or ability to dispute the amounts set forth in such Statement. If after such inspection, Tenant still disputes such Additional RentExpenses and Taxes, Landlord and Tenant shall meet in order to resolve the dispute. If Landlord and Tenant are unable to resolve the dispute, a determination as to the proper amount shall be made, at Tenant’s expense, by an independent certified public accountant experienced in lease audits who has not represented Landlord or Tenant in the past five (the 5) years (a “Qualified Accountant”) selected by mutual agreement of Landlord and subject Tenant and if the parties are unable to Tenant’s reasonable approval; provided agree upon a Qualified Accountant, then such Qualified Accountant shall be selected by application to the presiding judge of the Santa Xxxxx County Superior Court. Notwithstanding anything contained herein to the contrary, if the determination by the Qualified Accountant reveals that if such Accountant determines that Direct Expenses and Taxes were overstated by more than five percent (5%), then the cost of the Qualified Accountant and the cost of such determination shall be paid for by Landlord. If such audit or review by the Qualified Accountant reveals that Landlord has overcharged or undercharged Tenant, and then within thirty (30) days after the results of such audit, Landlord shall reimburse Tenant for the cost amount of the Tenant’s Accountant (provided that such cost overcharge or Tenant shall be a reasonable market cost for such services)pay the amount of the undercharge, as applicable. Tenant hereby acknowledges that Tenant’s sole right to inspect Landlord’s books and records and to contest the amount of Direct Expenses and Taxes payable by Tenant shall be as set forth in this Section 4.6, and Tenant hereby waives any and all other rights pursuant to applicable law to inspect such books and records and/or to contest the amount of Direct Expenses and Taxes payable by Tenant.

Landlord’s Books and Records. Within one hundred twenty two (1202) days years after receipt of ---------------------------- a Statement by Tenant of a StatementTenant, if Tenant disputes the amount of Additional Rent set forth in the Statement, a member of determination as to the proper amount shall be made, at Tenant’s finance department's expense, or by an independent certified public accountant (which accountant is a member of a nationally recognized accounting firm and is not working on a contingency fee basisthe "ACCOUNTANT") (“Tenant’s Accountant”), designated and paid for selected by Tenant, may, after reasonable notice to Landlord and at subject to Tenant's reasonable timesapproval, inspect by inspecting Landlord’s 's records with respect to the Statement at Landlord’s 's offices, provided that there Tenant is no existing Event of not then in Default under this Lease and Tenant has paid all amounts required to be paid under the applicable Estimate Statement and Statement, as the case may be. In connection with such inspection, Tenant and Tenant’s agents the Accountant must agree in advance to follow Landlord’s 's reasonable rules and procedures regarding inspections of Landlord’s 's records, and shall execute a commercially reasonable confidentiality agreement regarding such inspection. Tenant’s failure to dispute If such determination by the amount of Additional Rent set forth in any Statement within one hundred twenty (120) days of Tenant’s receipt of such Statement shall be deemed to be Tenant’s approval of such Statement and Tenant, thereafter, waives the right or ability to dispute the amounts set forth in such Statement. If after such inspection, Tenant still disputes such Additional Rent, a determination as to the proper amount shall be made, at Tenant’s expense, by an independent certified public accountant (the “Accountant”) selected by Landlord and subject to Tenant’s reasonable approval; provided that if such Accountant determines proves that Direct Expenses were overstated by more than five percent (5%), then the cost of the Accountant and the cost of such determination shall be paid for by Landlord, and Landlord shall reimburse Tenant for . Tenant's failure to dispute the cost amount of the Additional Rent set forth in any Statement within two (2) years of Tenant’s Accountant (provided that 's receipt of such cost Statement shall be a reasonable market cost for deemed to be Tenant's approval of such services)Statement and Tenant, thereafter, waives the right or ability to dispute the amounts set forth in such Statement. Tenant hereby acknowledges that Tenant’s 's sole right to inspect Landlord’s 's books and records and to contest the amount of Direct Expenses payable by Tenant shall be as set forth in this Section 4.6, and Tenant hereby waives any and all other rights pursuant to applicable law Applicable Law to inspect such books and records and/or to contest the amount of Direct Expenses payable by Tenant.

Landlord’s Books and Records. Within one hundred twenty Tenant may, within forty-five (12045) days after receiving Landlord’s Statement of Operating Expenses, give Landlord written notice (“Review Notice”) that Tenant intends to review Landlord’s records of the Operating Expenses for that Expense Year. Within a reasonable time after receipt by of the Review Notice, Landlord shall make all pertinent records available for inspection that are reasonably necessary for Tenant to conduct its review. If any records are maintained at a location other than the office of the Building, Tenant may either inspect the records at such other location or pay for the reasonable cost of copying and shipping the records. If Xxxxxx retains an agent to review Landlord’s records, the agent must be with a Statementlicensed CPA firm, if Tenant disputes the amount who shall not be retained or compensated on a contingency basis, be affiliated with or be a competitor of Additional Rent set forth in the StatementLandlord, a member of Tenant’s finance departmentor have at anytime been an employee or, or an independent certified public accountant (which accountant contractor for Landlord. Unless it is a member of a nationally recognized accounting firm and is not working on a contingency fee basis) (“Tenant’s Accountant”), designated and paid determined that Operating Expenses for by Tenant, may, after reasonable notice to Landlord and at reasonable times, inspect Landlord’s records with respect to the Statement at Landlord’s offices, provided that there is no existing Event of Default and Tenant has paid all amounts required to be paid under the applicable Estimate Statement and Statement, as the case may be. In connection with such inspection, Tenant and Tenant’s agents must agree in advance to follow Landlord’s reasonable rules and procedures regarding inspections of Landlord’s records, and shall execute a commercially reasonable confidentiality agreement regarding such inspection. Tenant’s failure to dispute the amount of Additional Rent set forth in any Statement within one hundred twenty (120) days of Tenant’s receipt of such Statement shall be deemed to be Tenant’s approval of such Statement and Tenant, thereafter, waives the right or ability to dispute the amounts set forth in such Statement. If after such inspection, Tenant still disputes such Additional Rent, a determination as to the proper amount shall be made, at Tenant’s expense, by an independent certified public accountant (the “Accountant”) selected by Landlord and subject to Tenant’s reasonable approval; provided that if such Accountant determines that Direct Expenses were overstated Expense Year are less than reported by more than five percent (5%), then in which case Landlord shall be responsible for all costs, expenses and fees incurred for the cost audit, Tenant shall be solely responsible for all costs, expenses and fees incurred for the audit. Within thirty (30) days after the records are made available to Tenant, Tenant shall have the right to give Landlord written notice (an “Objection Notice”) stating in reasonable detail any objection to Landlord’s Statement of Operating Expenses for that Expense Year. If Tenant fails to give Landlord an Objection Notice within the thirty (30) day period or fails to provide Landlord with a Review Notice within the thirty (30) day period described above, Tenant shall be deemed to have approved Xxxxxxxx’s Statement of Operating Expenses and shall be barred from raising any claims regarding the Operating Expenses for that Expense Year. If Tenant provides Landlord with a timely Objection Notice, Landlord and Tenant shall work together in good faith to resolve any issues raised in Tenant’s Objection Notice. If Landlord and Tenant determine that Operating Expenses for the Expense Year are less than reported, Landlord shall provide Tenant with a credit against the next installment of Rent in the amount of the Accountant overpayment by Xxxxxx. Likewise, if Landlord and Tenant determine that Operating Expenses for the Expense Year are greater than reported, Tenant shall pay Landlord the amount of any underpayment within thirty (30) days. The records obtained by Xxxxxx and the cost results of such determination review shall be confidential. In no event shall Tenant be permitted to examine Xxxxxxxx’s records or to dispute any Statement of Operating Expenses unless Xxxxxx has paid for by Landlordand continues to pay all Rent when due, and Landlord shall reimburse Tenant for the cost or if an Event of the TenantDefault exists. Subject to Xxxxxx’s Accountant (provided that such cost shall be a reasonable market cost for such services). Tenant hereby acknowledges that Tenant’s sole right to inspect review as provided in this Section 4.7, Landlord’s Statement of Operating Expenses and Landlord’s books and records and to contest the amount of Direct evidencing Operating Expenses payable by Tenant shall be as set forth in this Section 4.6conclusive absent manifest error. Upon the written request of Xxxxxx, and Tenant hereby waives any and all other rights pursuant to applicable law to inspect such books and records and/or to contest Landlord shall furnish a copy of the amount of Direct Expenses payable by Tenantmost recent tax bill for the Property.

Landlord’s Books and Records. Upon Tenant’s written request given not more than ninety (90) days after Tenant’s receipt of a Statement (as defined in Exhibit C) for a particular Expense Year, and provided that Tenant is not then in default under this Lease beyond the applicable cure period provided in this Lease, specifically including, but not limited to, the timely payment of Additional Rent (whether or not the same is subject of the dispute), Landlord shall furnish or make available to Tenant such reasonable supporting documentation in connection with said Building Direct Expenses as Tenant may reasonably request. Landlord shall provide said information to Tenant within sixty (60) days after Tenant’s written request therefor. Within one hundred twenty eighty (120180) days after receipt of a Statement by Tenant of a Statement(the “Review Period”), if Tenant disputes the amount of Additional Rent set forth in the Statement, a member either an employee of Tenant’s finance department, Tenant or an independent certified public accountant (which accountant (A) is a member of a nationally or regionally recognized accounting firm which has previous experience in reviewing financial operating records of landlords of office buildings, and (B) is not working on a contingency fee basis) basis [i.e., Tenant must be billed based on the actual time and materials that are incurred by the accounting firm in the performance of the audit], designated and paid for by Tenant (“Tenant’s Accountant”), designated and paid for by Tenant, may, after reasonable notice to Landlord and at reasonable times, inspect Landlord’s records with respect to the Statement at Landlord’s corporate offices, provided that there (i) Tenant is no existing Event of Default not then in default under this Lease (beyond any applicable notice and cure periods), (ii) Tenant has paid all amounts required to be paid under the applicable Estimate Statement and Statement, as the case may be, and (iii) a copy of the audit agreement between Tenant and its particular auditor has been delivered to Landlord prior to the commencement of the audit. In connection with such inspection, Tenant and Tenant’s agents must agree in advance to follow Landlord’s reasonable rules and procedures regarding inspections of Landlord’s records, and shall execute a commercially reasonable confidentiality agreement regarding such inspection. Any audit report prepared by Tenant’s employee or Tenant’s Accountant shall be delivered concurrently to Landlord and Tenant within the one hundred eighty (180) day period reference above. Tenant’s failure to dispute the amount of Additional Rent set forth in any Statement within one hundred twenty (120) days of Tenant’s receipt of such Statement the Review Period shall be deemed to be Tenant’s approval of such Statement and Tenant, thereafter, waives the right or ability to dispute the amounts set forth in such Statement. If after such inspection, Tenant still disputes such Additional Rent, a determination as to the proper amount shall be made, at Tenant’s expense, by an independent certified public accountant (the “Accountant”) selected by Landlord and subject to Tenant’s reasonable approval; provided that if such determination by the Accountant determines proves that Direct Expenses were overstated by more than five percent (5%), then the cost of the Accountant and the cost of such determination shall be paid for by Landlord, and Landlord shall reimburse Tenant for the cost of the Tenant’s Accountant (provided that such cost shall be a reasonable market cost for such services). Tenant hereby acknowledges that Tenant’s sole right to inspect Landlord’s books and records and to contest the amount of Direct Expenses payable by Tenant shall be as set forth in this Section 4.64.3, and Tenant hereby waives any and all other rights pursuant to applicable law to inspect such books and records and/or to contest the amount of Direct Expenses payable by Tenant.

Landlord’s Books and Records. Upon Tenant’s written request given not more than fifteen (15) months after Tenant’s receipt of a Statement for a particular Expense Year or a Supplemental Statement, as the case may be, and provided that Tenant is not then in Economic Default or Material Non-Economic Default under this Lease beyond the expiration of all applicable notice and cure periods provided in this Lease, Landlord shall furnish Tenant with such reasonable supporting documentation in connection with said Direct Expenses as Tenant may reasonably request. Landlord shall provide said information to Tenant within thirty (30) days after Tenant’s written request therefor. Within one hundred twenty eighty (120180) days after receipt of a Statement by Tenant of a Statement(the “Review Period”), if Tenant disputes the amount of Additional Rent set forth in the Statement, a member of Tenant’s finance department, or then an independent certified public accountant (which accountant (i) is a member of a nationally or regionally recognized accounting firm firm, and (ii) is not working on a contingency fee basis) (“Tenant’s Accountant”), designated and paid for by Tenant, may, after reasonable notice to Landlord and at reasonable times, inspect Landlord’s records with respect to the Statement at Landlord’s offices, provided that there Tenant is no existing Event of not then in Economic Default or Material Non-Economic Default under this Lease (beyond the applicable notice and cure periods) and Tenant has paid all amounts required to be paid under the applicable Estimate Statement and Statement, as the case may be. In connection with such inspection, Tenant and Tenant’s agents must agree in advance to follow Landlord’s reasonable rules and procedures regarding inspections of Landlord’s records, and shall execute a commercially reasonable confidentiality agreement regarding such inspection. Tenant’s failure to dispute the amount of Additional Rent set forth in any Statement within one hundred twenty (120) days of Tenant’s receipt of such Statement the Review Period shall be deemed to be Tenant’s approval of such Statement and Tenant, thereafter, waives the right or ability to dispute the amounts set forth in such Statement; provided, however, to the extent Landlord delivers to Tenant a Supplemental Statement, then the Review Period with respect to the corrected items set forth in such Supplemental Statement shall be deemed to be fifteen (15) months following the date Landlord delivered such Supplemental Statement to Tenant. If after such inspection, Tenant still disputes such Additional Rent, a determination as to the proper amount shall be made, at Tenant’s expense, by an independent certified public accountant (the “Accountant”) mutually and reasonably selected by Landlord and subject to Tenant’s reasonable approval; provided that if such determination by the Accountant determines proves that Direct Expenses were overstated by more than five percent (5%), then the cost of the Accountant and the cost of such determination shall be paid for by Landlord, and Landlord shall reimburse Tenant for the cost of the Tenant’s Accountant (provided that such cost shall be a reasonable market cost for such services). Tenant hereby acknowledges that Tenant’s sole right to inspect Landlord’s books and records and to contest the amount of Direct Expenses payable by Tenant shall be as set forth in this Section 4.6, and Tenant hereby waives any and all other rights pursuant to applicable law Applicable Law to inspect such books and records and/or to contest the amount of Direct Expenses payable by Tenant.

Landlord’s Books and Records. Within one hundred twenty (120) days after receipt by Tenant of a Statement, if Tenant disputes the amount of Additional Rent set forth in the Statement, a member of Tenant’s 's finance department, or an independent certified public accountant (which accountant is a member of a nationally recognized accounting firm and is not working on a contingency fee basis) (“"Tenant’s 's Accountant”"), designated and paid for by TenantTxxxxx, may, after reasonable notice to Landlord and at reasonable times, inspect Landlord’s 's records with respect to the Statement at Landlord’s 's offices, provided that there is no existing Event of Default and Tenant has paid all amounts required to be paid under the applicable Estimate Statement and Statement, as the case may be. In connection with such inspection, Tenant and Tenant’s Txxxxx's agents must agree in advance to follow Landlord’s 's reasonable rules and procedures regarding inspections of Landlord’s 's records, and shall execute a commercially reasonable confidentiality agreement regarding such inspection. Tenant’s Txxxxx's failure to dispute the amount of Additional Rent set forth in any Statement within one hundred twenty (120) days of Tenant’s 's receipt of such Statement shall be deemed to be Tenant’s 's approval of such Statement and Tenant, thereafter, waives the right or ability to dispute the amounts set forth in such Statement. If after such inspection, Tenant still disputes such Additional Rent, a determination as to the proper amount shall be made, at Tenant’s 's expense, by an independent certified public accountant (the “"Accountant”") selected by Landlord and subject to Tenant’s 's reasonable approval; provided that if such Accountant determines that Direct Expenses were overstated by more than five percent (5%), then the cost of the Accountant and the cost of such determination shall be paid for by Landlord, and Landlord shall reimburse Tenant for Tenant's the cost of the Tenant’s 's Accountant (provided that such cost shall be a reasonable market cost for such services). Tenant hereby acknowledges that Tenant’s Txxxxx's sole right to inspect Landlord’s 's books and records and to contest the amount of Direct Expenses payable by Tenant shall be as set forth in this Section 4.6, and Tenant hereby waives any and all other rights pursuant to applicable law to inspect such books and records and/or to contest the amount of Direct Expenses payable by Tenant.

Landlord’s Books and Records. Upon Tenant’s written request given not more than ninety (90) days after Tenant’s receipt of a Statement for a particular Expense Year, and provided that Tenant is not then in default under this Lease beyond any applicable cure period provided in this Lease, specifically including, but not limited to, the timely payment of Additional Rent (whether or not the same is subject of the dispute), Landlord shall furnish Tenant with such reasonable supporting documentation in connection with said Direct Expenses as Tenant may reasonably request. Landlord shall provide said information to Tenant within sixty (60) days after Tenant’s written request therefor. Within one two hundred twenty forty (120240) days after receipt of a Statement by Tenant of a Statement(the “Review Period”), if Tenant disputes the amount of Additional Rent set forth in the Statement, an employee of Tenant or its affiliate, or a member of Tenant’s finance department, third party providing lease administration services (which is not working on a contingency fee basis) or an independent certified public accountant (which accountant (A) is a member of a nationally or regionally recognized accounting firm which has previous experience in reviewing financial operating records of landlords of office buildings, (B) shall not already be providing primary 0000 Xxxxx Xxxxxx Genworth Financial Wealth Management, Inc. accounting and/or lease administration services to Tenant and shall not have provided primary accounting and/or lease administration services to Tenant in the past three (3) years, (C) is not working on a contingency fee basisbasis [i.e., Tenant must be billed based on the actual time and materials that are incurred by the accounting firm in the performance of the audit], and (D) (“Tenant’s Accountant”), shall not currently or in the future be providing accounting and/or lease administration services to another tenant in the Building and/or the Project in connection with a review or audit by such other tenant of Direct Expenses) designated and paid for by Tenant, may, after reasonable notice to Landlord and at reasonable times, inspect Landlord’s records with respect to the Statement at Landlord’s corporate offices, provided that there (i) Tenant is no existing Event of Default not then in default under this Lease (beyond any applicable notice and cure periods), (ii) Tenant has paid all amounts required to be paid under the applicable Estimate Statement and Statement, as the case may be, and (iii) , unless an employee of Tenant is performing the audit, a copy of the audit agreement between Tenant and its particular auditor has been delivered to Landlord prior to the commencement of the audit. In connection with any such inspection, Tenant and Tenant’s agents must agree in advance to follow Landlord’s reasonable rules and procedures regarding inspections of Landlord’s records, and shall execute a commercially reasonable confidentiality agreement regarding such inspection. At the request of Tenant, such auditor shall be provided office space to perform such audit and shall be permitted to make copies of relevant documents (subject to commercially reasonable requirements to ensure the preserved confidentiality of any audited materials, including without limitation the requirement that all such copies be returned to Landlord or destroyed). Any audit report prepared by Tenant’s auditors shall be delivered concurrently to Landlord and Tenant within the two hundred forty (240) day period referenced above. Excepting the Base Year Statement, Tenant’s failure to dispute the amount of Additional Rent set forth in any Statement within one hundred twenty (120) days of Tenant’s receipt of such Statement the Review Period shall be deemed to be Tenant’s approval of such Statement and Tenant, thereafter, waives the right or ability to dispute the amounts set forth in such Statement. If after such inspection, Tenant still disputes such Additional Rent, a determination as to the proper amount shall be made, at Tenant’s expense, by an independent certified public accountant (the “Accountant”) selected by Landlord and subject to Tenant’s reasonable approval; provided that if such determination by the Accountant determines proves that Direct Expenses for the applicable Expense Year were overstated by more than five percent (5%), then the cost of the Accountant and the cost any other out-of-pocket, third-party Tenant costs of such determination shall be paid for by Landlord, and Landlord shall reimburse Tenant for the cost of the Tenant’s Accountant (provided that such cost shall be a reasonable market cost for such services). Tenant hereby acknowledges that Tenant’s sole right to inspect Landlord’s books and records and to contest the amount of Direct Expenses payable by Tenant shall be as set forth in this Section 4.64.3, and Tenant hereby waives any and all other rights pursuant to applicable law to inspect such books and records and/or to contest the amount of Direct Expenses payable by Tenant.

Landlord’s Books and Records. Within one hundred twenty forty-five (12045) days after receipt by Tenant of a StatementStatement by Tenant, if Tenant disputes the amount of Additional Rent Direct Expenses set forth in the Statement, a member of Tenant’s finance department, or an independent certified public accountant (which accountant is a member of a nationally or regionally recognized accounting firm and is which accountant shall not working be compensated on a contingency fee basis) (“Tenant’s Accountant”or similar basis related to the result of such audit), designated and paid for by Tenant, may, after reasonable notice to Landlord and at reasonable timestimes subject to Landlord's reasonable scheduling requirements, inspect Landlord’s 's records with respect to the Statement at Landlord’s 's offices, ; provided that there Tenant is no existing Event of Default not then in default under this Lease and Tenant has paid all amounts required to be paid under the applicable Estimate Statement Statement; and Statementfurther provided that such inspection must be completed within ten (10) business days after Landlord's records are made available to Tenant. Tenant agrees that any records of Landlord reviewed under this Section 4.6 shall constitute confidential information of Landlord, as the case may bewhich Tenant shall not disclose, nor permit to be disclosed by Tenant or Tenant's accountant. In connection with If, within ten (10) days after such inspection, Tenant notifies Landlord in writing that Tenant still disputes such Direct Expenses included in the Statement, then a certification as to the proper amount shall be made, at Tenant's expense, by an independent certified public accountant mutually and reasonably selected by Landlord and Tenant’s agents must agree in advance , which certification shall be final and conclusive; provided, however, if the actual amount of Direct Expenses due for that Expense Year, as determined by such certification, is determined to follow Landlord’s reasonable rules and procedures regarding inspections of Landlord’s recordshave been overstated by more than five percent (5%), and then Landlord shall execute a commercially reasonable confidentiality agreement regarding pay the costs associated with such inspectioncertification. Tenant’s 's failure (i) to dispute the amount of Additional Rent set forth in take exception to any Statement within one hundred twenty forty-five (12045) days of after Tenant’s 's receipt of such Statement or (ii) to timely complete its inspection of Landlord's records or (iii) to timely notify Landlord of any remaining dispute after such inspection shall be deemed to be Tenant’s 's approval of such Statement and Tenant, thereafter, waives the right or ability to dispute the amounts set forth in such Statement. If after such inspection, Tenant still disputes such Additional Rent, a determination as to the proper amount which Statement shall be made, at Tenant’s expense, by an independent certified public accountant (the “Accountant”) selected by Landlord considered final and subject to Tenant’s reasonable approval; provided that if such Accountant determines that Direct Expenses were overstated by more than five percent (5%), then the cost of the Accountant and the cost of such determination shall be paid for by Landlord, and Landlord shall reimburse Tenant for the cost of the Tenant’s Accountant (provided that such cost shall be a reasonable market cost for such services)binding. Tenant hereby acknowledges that Tenant’s sole right to inspect Landlord’s books and records and to contest the amount of Direct Expenses payable by Tenant shall be as set forth Notwithstanding anything in this Section 4.64.6 to the contrary, and Tenant hereby waives any and all other rights may not inspect Landlord's records pursuant to applicable law to inspect such books and records and/or to contest the amount of Direct Expenses payable by Tenantthis Section 4.6 more than once during any twelve (12) month period.

Landlord’s Books and Records. Within one hundred twenty (120) days after receipt by Tenant of a Statement, if If Tenant disputes the amount of the Additional Rent set forth in due hereunder, Tenant may designate, within sixty (60) days after receipt of the StatementStatement of Actual Operating Expenses, a member of Tenant’s finance department, or an independent public certified public accountant (which or qualified third-party management company to inspect Landlord=s records. Tenant is not entitled to request that inspection, however, if Tenant is then in default under this Lease. The accountant is must be a member of a nationally recognized accounting firm and is must not working charge a fee based on a contingency fee basis) (“Tenant’s Accountant”), designated and paid for by Tenant, may, after reasonable notice to Landlord and at reasonable times, inspect Landlord’s records with respect to the Statement at Landlord’s offices, provided that there is no existing Event of Default and Tenant has paid all amounts required to be paid under the applicable Estimate Statement and Statement, as the case may be. In connection with such inspection, Tenant and Tenant’s agents must agree in advance to follow Landlord’s reasonable rules and procedures regarding inspections of Landlord’s records, and shall execute a commercially reasonable confidentiality agreement regarding such inspection. Tenant’s failure to dispute the amount of Additional Rent set forth that the accountant is able to save Tenant by the inspection. Any inspection must be conducted in any Statement within one hundred twenty (120) days of Tenant’s receipt of such Statement shall be deemed to be Tenant’s approval of such Statement and TenantLandlord=s offices at a reasonable time or times. If, thereafter, waives the right or ability to dispute the amounts set forth in such Statement. If after such an inspection, Tenant still disputes such the Additional Rent, a determination as to certification of the proper amount shall be made, at Tenant’s =s sole expense, by an Landlord=s independent certified public accountant accountant. That certification shall be final and conclusive. . Tenant shall throughout the Term, lease from Landlord the number of unassigned and assigned automobile parking spaces, at such prices per month, as stated in Section AF@ of the Summary of Basic Lease Information. Such monthly parking charges shall be considered Additional Rent and shall be due and payable without notice or demand, on or before the first day of each calendar month. Landlord shall have the right from time to time during the Lease Term and during each Extension Renewal Term (if applicable), to increase the “Accountant”monthly parking charges for assigned parking spaces to the then prevailing market rate. From time to time after five (5) selected years from the Commencement Date, the Landlord shall also have the right to increase the monthly parking charges for unassigned parking spaces to the prevailing market rate. Notwithstanding the foregoing, the monthly parking charges for either assigned parking spaces or unassigned parking spaces shall not be in excess of the parking charges for such items imposed or collected from any other tenant in the Building. Landlord shall also have the right to establish such reasonable rules and regulations as may be deemed desirable, at Landlord=s reasonable discretion, for the proper and efficient operation and maintenance of said Parking Facility. Such rules and regulations may include, without limitation, (i) subject to the provisions of this paragraph 5.5 above, the establishment of charges for parking therein, and (ii) the use of parking gates, cards, permits and other control devices to regulate the use of the parking areas. The rights of Tenant and its employees, customers, service suppliers and invitees to use the Parking Facility shall, to the extent such rules and regulations are not inconsistent with the other terms of this Lease, at all times be subject to (a) Landlord=s right to establish rules and regulations applicable to such use and to exclude any person therefrom who is not authorized to use the same or who violates such rules and regulations; (b) the rights of Landlord and other tenants in the Building to use the same in common with Tenant; (c) other than with respect to Tenant=s assigned parking spaces, the availability of parking spaces in said Parking Facility; and (d) Landlord=s right to change the configuration of the parking areas and any unassigned parking spaces as shall be determined at Landlord=s reasonable discretion. Tenant agrees to limit its use of the Parking Facility to the number and type of parking spaces specified in this paragraph above. Notwithstanding the foregoing, nothing contained herein shall be deemed to impose liability upon Landlord for personal injury or theft, for damage to any motor vehicle, or for loss of property from within any motor vehicle, which is suffered by Tenant or any of its employees, customers, service suppliers or other invitees in connection with their use of the Parking Facility. Tenant understands and agrees that, while the Parking Facility will be open to Tenant on a 24-hour basis, other than spaces that are assigned for Tenant and other tenants, all parking spaces in the parking area may be leased to members of the general public between the hours of 6:30 p.m. through 7:00 a.m. Monday through Saturday morning, after 1:30 p.m. on Saturday, and all day on Sunday. . Except as otherwise expressly provided in this Lease, all Base Rent and Additional Rent shall be due in advance monthly installments on the first day of each calendar month during the Term. Rent shall be paid to Landlord at its address recited in Section 27.7, or to such other person or at such other address as Landlord may from time to time designate in writing. Rent shall be paid without notice, demand, abatement, deduction or offset in legal tender of the United States of America. The Base Rent for the first full calendar month of the Lease Term shall be paid upon execution by Tenant of this Lease. In addition, if the Term commences or ends on other than the first or the last day of a calendar month, the Base Rent for the partial month shall be prorated on the basis of the number of days during the applicable month and paid on or before the Lease Commencement Date. If the Lease Term commences or ends on other than the first or the last day of a Fiscal Year, the Additional Rent for the partial Fiscal Year calculated as provided in paragraph 5.3 above shall be prorated on the basis of the number of days during the applicable Fiscal Year. All payments received by Landlord from Tenant shall be applied to the oldest payment obligation owed by Tenant to Landlord. No designation by Tenant, either in a separate or on a check or money order, shall modify this clause or have any force or effect. . All Rent and subject other payments required of Tenant hereunder shall bear interest from the date due until the date paid at the rate of interest specified in Section 27.13. In addition, if any Base Rent, Additional Rent or other payments required of Tenant hereunder are not received by Landlord when due or within five (5) days thereafter, Tenant shall pay to Tenant’s reasonable approval; provided that if such Accountant determines that Direct Expenses were overstated by more than Landlord a late charge of five percent (5%), then the cost ) of the Accountant delinquent payment to reimburse Landlord for its costs and the cost inconvenience incurred as a consequence of such determination shall be paid for by LandlordTenant=s delinquency (other than interest, attorneys= fees and Landlord shall reimburse Tenant for the cost of the Tenant’s Accountant (provided that such cost shall be a reasonable market cost for such servicescosts). Tenant hereby acknowledges shall pay this amount for each calendar month in which all or any part of any delinquent payment remains delinquent after its due date. The parties agree that this late charge represents a reasonable estimate of the expenses that Landlord will incur because of any late payment (other than interest, attorneys= fees and costs). Landlord=s acceptance of any late charge shall not constitute a waiver of Tenant’s sole right =s default with respect to inspect Landlord’s books the overdue amount or prevent Landlord from exercising any of the rights and records and remedies available to contest Landlord under this Lease. Tenant shall pay the amount late charge as Additional Rent with the next installment of Direct Expenses payable Additional Rent. In no event, however, shall the charges permitted under this Section 5.7 or elsewhere in this Lease, to the extent the same are considered to be interest under applicable law, exceed the maximum rate of interest allowable under applicable law. If any noncash payment made by Tenant is not paid by the bank or other institution on which it is drawn, Landlord shall be as set forth in this Section 4.6have the right, and exercised by notice to Tenant, to require that Tenant hereby waives any and make all other rights pursuant to applicable law to inspect such books and records and/or to contest the amount of Direct Expenses payable future payments by Tenantcertified funds or cashier=s check.

Landlord’s Books and Records. Within one hundred twenty Upon Tenaxx’x xritten request given not more than thirteen (12013) months after Tenaxx’x xeceipt of a Statement for a particular Expense Year, and provided that no Event of Default is then existing, Landlord shall furnish Tenant with such reasonable supporting documentation in connection with said Building Direct Expenses as Tenant may reasonably request. Landlord shall provide said information to Tenant within sixty (60) days after receipt by Tenant Tenaxx’x xritten request therefor. Within sixty (60) days following Tenaxx’x xeceipt of a Statementthe requested information from Landlord (the “Review Period”), if Tenant disputes the amount of Additional Rent set forth in the Statement, a member of Tenant’s finance department, or an independent certified public accountant (which accountant (A) is a member of a nationally or regionally recognized accounting firm firm, and (B) is not working on a contingency fee basis) (“Tenant’s Accountant”), designated and paid for by Tenant, may, after reasonable notice to Landlord and at reasonable times, inspect Landlord’s records with respect to the Statement at Landlord’s offices, provided that there is no existing Event of Default is then occurring and Tenant has paid all amounts required to be paid under the applicable Estimate Statement and Statement, as the case may be. In connection with such inspection, Tenant and Tenant’s agents Tenaxx’x xgents must agree in advance to follow Landlord’s reasonable rules and procedures regarding inspections of Landlord’s records, and shall execute a commercially reasonable confidentiality agreement regarding such inspection. Tenant’s failure to dispute the amount of Additional Rent set forth in any Statement within one hundred twenty (120) days of Tenant’s receipt of such Statement the Review Period shall be deemed to be Tenant’s approval of such Statement and Tenant, thereafter, waives the right or ability to dispute the amounts set forth in such Statement. If after such inspection, Tenant still disputes such Additional Rent, a determination as to the proper amount shall be made, at Tenant’s expense, by an independent certified public accountant (the “Accountant”) selected by Landlord and subject to Tenant’s reasonable approval; provided that if such determination by the Accountant determines proves that Direct Expenses were overstated by more than five percent (5%), then the cost of the Accountant and the cost of such determination shall be paid for by Landlord, and Landlord shall reimburse Tenant for the cost of the Tenant’s Accountant (provided that such cost shall be a reasonable market cost for such services). Tenant hereby acknowledges that Tenant’s sole Tenaxx’x xole right to inspect Landlord’s books and records and to contest the amount of Direct Expenses payable by Tenant shall be as set forth in this Section 4.6, and Tenant hereby waives any and all other rights pursuant to applicable law to inspect such books and records and/or to contest the amount of Direct Expenses payable by Tenant. To the extent a determination is made, pursuant to the TCCs of this Section 4.6, that Tenant paid more as Estimated Direct Expenses than the actual Tenant’s Share of Direct Expenses (again, an “Excess”), Tenant shall receive a credit in the amount of such Excess against Rent next due under this Lease; provided, however, to the extent the Lease Term is then expired, Landlord shall, within thirty (30) days of such determination, deliver a check payable to Tenant in the amount of such Excess.

Landlord’s Books and Records. Within one hundred twenty eighty (120180) days after receipt of an Escalation Statement by Tenant of a StatementTenant, if Tenant disputes the amount of Additional Rent set forth in the Escalation Statement, a member an employee of Tenant’s finance department, Tenant or an independent certified public accountant (which accountant is a member of a nationally regionally recognized accounting firm and is not working on a contingency fee basis) (“Tenant’s Accountant”), designated and paid for by Tenant, may, after reasonable notice to Landlord and at reasonable times, provided Landlord shall reasonably cooperate to expeditiously conclude such inspection (including Landlord's obligation to provide, at Tenant's expense, copies of applicable supporting materials), and shall allow Tenant to inspect Landlord’s 's records with respect to the Escalation Statement at Landlord’s 's offices, provided that there Tenant is no existing Event of Default not then in default under this Lease and further provided Tenant has paid all amounts required to be paid under the applicable Estimate Statement and Escalation Statement, as the case may be. In connection with such inspection, Tenant and Tenant’s agents 's agent must agree in advance to follow Landlord’s 's reasonable rules and procedures regarding inspections of Landlord’s 's records, and shall execute a commercially reasonable confidentiality agreement regarding such inspection. Tenant’s 's failure to dispute the amount of Additional Rent set forth in any Escalation Statement within one hundred twenty eighty (120180) days of Tenant’s 's receipt of such Escalation Statement shall be deemed to be Tenant’s 's approval of such Statement Escalation Statement, and Tenant, thereafter, Tenant thereafter waives the right or ability to dispute the amounts set forth in such Escalation Statement. If after such inspection, Tenant still disputes such Additional RentRent (as evidenced by Tenant's written notice to Landlord, describing any remaining disputed items, within thirty (30) days of Tenant's conclusion of its inspection), then a determination as to the proper amount shall be made, at Tenant’s 's expense, by an independent certified public accountant (the “"Accountant”") selected by Landlord and subject to Tenant’s 's reasonable approval; provided that if such determination by the Accountant determines that Direct Operating Expenses were overstated by more than five percent (5%), then the cost of the Accountant and the cost of such determination shall be paid for by Landlord, and Landlord shall reimburse Tenant for the cost of the Tenant’s Accountant (provided that such cost shall be a reasonable market cost for such services). Tenant hereby acknowledges that Tenant’s 's sole right to inspect Landlord’s 's books and records and to contest the amount of Direct Operating Expenses payable by Tenant shall be as set forth in this Section 4.64.4, and Tenant hereby waives any and all other rights pursuant to applicable law to inspect such books and records and/or to contest the amount of Direct Operating Expenses payable by Tenant. Any contrary provision of this Section 4.4 notwithstanding, (i) Tenant does not waive its right, at any time, to fully prosecute an action against Landlord or its affiliates based on any alleged fraudulent actions or intentional misrepresentations of Landlord and/or its affiliates, (ii) the exercise by Tenant of its rights pursuant this Section 4.4 shall not preclude the reconciliation of any material error which is subsequently discovered by Landlord (which error shall be reconciled by Landlord with Tenant whether or not such discovery is prompted by Tenant's inquiry or that of any other tenant of the Building), and (iii) the request by an employee of Tenant to receive, in the normal course of business, back-up or supporting invoices or other statements, shall not be construed as an exercise of Tenant's rights pursuant to this Section 4.4.

Landlord’s Books and Records. Within one hundred twenty Following Tenant’s receipt of the Annual Reconciliation Statement, Tenant shall have the right, upon prior written notice to Landlord (120“Audit Notice”), to commence and complete an audit of Landlord’s books and records concerning the Operating Expenses for the Landlord’s fiscal year that is the subject of such statement (the “Records”), within ninety (90) days after receipt following the delivery of such statement (the “Review Period”). Following delivery of an Audit Notice, and provided that no Event of Tenant’s Default is not then occurring, Tenant shall have the right, at Tenant’s sole cost, during Landlord’s regular business hours and on reasonable prior notice to Landlord, to audit the Records at Landlord’s principal business office (or at any other location in northern California designated by Landlord). Such audit shall occur within sixty (60) days following the delivery of the Audit Notice. Tenant’s audit of the Records pursuant to this Section 8.5 shall be conducted only by a reputable independent nationally or regionally recognized certified public accounting firm, subject to Landlord’s reasonable approval, which accounting firm: (i) shall have previous experience in auditing financial operating records of landlords of institutionally-owned buildings; (ii) shall not already be providing accounting and/or lease administration services to Tenant and shall not have provided accounting and/or lease administration services to Tenant in the past three (3) years; (iii) shall not be retained by Tenant on a contingency fee basis (i.e. Tenant must be billed based on the actual time and materials that are incurred by the accounting firm in the performance of the audit), and a Statementcopy of the executed audit agreement between Tenant and auditor shall be provided to Landlord prior to the commencement of the audit; and (iv) at Landlord’s option, if both Tenant and auditor shall be required to execute a commercially reasonable confidentially agreement prepared by Landlord. Any audit report prepared by Tenant’s auditors shall be delivered concurrently to Landlord and Tenant within the Review Period. If, after such audit of the Records, Tenant disputes the amount of Additional Rent set forth Operating Expense for the year under audit, Landlord and Tenant shall meet and attempt in good faith to resolve the Statement, a member dispute. If the parties are unable to resolve the dispute within sixty (60) days after completion of Tenant’s finance departmentaudit, or then, at Tenant’s request, an independent certified public accountant (which accountant is a member of a nationally recognized accounting firm selected by Landlord, and is not working on a contingency fee basis) (“Tenant’s Accountant”), designated and paid for reasonably approved by Tenant, mayshall, after at Tenant’s cost, conduct an audit of the relevant Operating Expenses (the “Neutral Audit”). Tenant shall pay all costs and expenses of the Neutral Audit unless the final determination in such Neutral Audit is that Landlord overstated Operating Expenses in the Annual Reconciliation Statement for the year being audited by more than three percent (3%), in which case Landlord shall pay the actual and reasonable notice costs and expenses of the Neutral Audit, in an amount not to exceed Ten Thousand and 00/100 Dollars ($10,000.00). In any event, Landlord will promptly reimburse Tenant or provide a credit for any overstatement of Operating Expenses, and Tenant shall promptly pay to Landlord and at reasonable times, inspect Landlord’s records with respect to any understatement of Operating Expenses. To the Statement at Landlord’s offices, provided that there is no existing Event of Default extent Landlord and Tenant has paid all amounts required fail to otherwise reach mutual agreement regarding Operating Expenses, the foregoing audit and Neutral Audit procedures shall be the sole methods to be paid under the applicable Estimate Statement and Statement, as the case may be. In connection with such inspection, used by Tenant and Tenant’s agents must agree in advance to follow Landlord’s reasonable rules and procedures regarding inspections of Landlord’s records, and shall execute a commercially reasonable confidentiality agreement regarding such inspection. Tenant’s failure to dispute the amount of Additional Rent set forth in any Statement within one hundred twenty (120) days of Tenant’s receipt of such Statement shall be deemed to be Tenant’s approval of such Statement and Tenant, thereafter, waives the right or ability to dispute the amounts set forth in such Statement. If after such inspection, Tenant still disputes such Additional Rent, a determination as to the proper amount shall be made, at Tenant’s expense, by an independent certified public accountant (the “Accountant”) selected by Landlord and subject to Tenant’s reasonable approval; provided that if such Accountant determines that Direct Expenses were overstated by more than five percent (5%), then the cost of the Accountant and the cost of such determination shall be paid for by Landlord, and Landlord shall reimburse Tenant for the cost of the Tenant’s Accountant (provided that such cost shall be a reasonable market cost for such services). Tenant hereby acknowledges that Tenant’s sole right to inspect Landlord’s books and records and to contest the amount of Direct Operating Expenses payable by Tenant shall be as set forth in this Section 4.6, and Tenant hereby waives any and all other rights pursuant to applicable law to inspect such books and records and/or to contest the amount terms of Direct Expenses payable by Tenantthis Lease.

Landlord’s Books and Records. Within one hundred twenty two (1202) days years after Tenant’s receipt by Tenant of a Statement or Supplemental Statement, if Tenant disputes the amount of Additional Rent set forth in the Statement, a member an employee of Tenant’s finance department, Tenant or an independent certified public accountant (which accountant is a member of a nationally recognized accounting firm and is not working on a contingency fee basis) (“Tenant’s Accountant”), designated and paid for by Tenant, may, after reasonable notice to Landlord and during reasonable times and at reasonable timesTenant’s sole cost and expense (except as otherwise provided below), inspect and copy Landlord’s accounting records with respect to the Expense Year covered by such Statement or Supplemental Statement at Landlord’s officesoffices in Los Angeles County, California, provided that there Tenant is no existing Event of not then in Monetary Default under this Lease and Tenant has paid all amounts required to be paid under the applicable Estimate Statement and or Supplemental Statement, as the case may be. In connection with such inspection, Tenant and Tenant’s agents must agree in advance to follow Landlord’s reasonable rules and procedures regarding inspections of Landlord’s records, which rules and procedures shall execute be reasonably consistent with industry rules and procedures. As a commercially reasonable confidentiality agreement regarding condition precedent to any such inspection, Tenant shall deliver to Landlord a copy of Tenant’s written agreement with Tenant’s accountant performing the inspection which states, among other things, that (i) Landlord is an intended third-party beneficiary of the agreement and (ii) the accountant performing the inspection shall maintain all information contained in Landlord’s records in strict confidence. Tenant also agrees to maintain all information contained in Landlord’s records in strict confidence. Landlord shall provide Tenant with reasonable accommodations for such review and reasonable use of available office equipment, but may charge Tenant for telephone calls at Landlord’s actual cost. The results of any such inspection shall be provided to Landlord within sixty (60) days after such inspection is performed. Tenant’s failure to dispute the amount of Additional Rent set forth in any Statement within one hundred twenty two (1202) days years of Tenant’s receipt of such Statement or Supplemental Statement, as the case may be, shall be deemed to be Tenant’s approval of such Statement and Tenant, thereafter, waives the right or ability to dispute the amounts set forth in such Statement or Supplemental Statement, as the case may be. If In connection with the review, Landlord shall furnish Tenant with such supporting documentation relating to the subject Statement as Tenant may reasonably request. If, after such inspectioninspection of Landlord’s records, Tenant still disputes such Additional Rent, a determination as to the proper amount shall be made, at Tenant’s expense, by an independent certified public accountant (the “Accountant”) selected by Landlord and subject to Tenant’s reasonable approval; provided that if such Accountant determines that Direct Expenses were overstated by more than five percent (5%), then the cost of the Accountant and the cost of such determination shall be paid for by Landlord, and Landlord shall reimburse Tenant for the cost of the Tenant’s Accountant (provided that such cost shall be a reasonable market cost for such services). Tenant hereby acknowledges that Tenant’s sole right to inspect Landlord’s books and records and to contest the amount of Direct Expenses payable by for the Expense Year to which such Statement or Supplemental Statement relates, Landlord and Tenant shall be as set forth meet and attempt in this good faith to resolve the dispute. If the parties are unable to resolve the dispute, then Tenant shall have the right to submit the dispute to arbitration pursuant to Section 4.629.29, below, and Tenant hereby waives any and all other rights pursuant to applicable law to inspect such books and records and/or to contest the proper amount of Direct Expenses payable the disputed items shall be determined by the “Arbitrator,” as that term is defined in Section 29.29, below. The decision of the Arbitrator, including any “Arbitration Award,” as that term is defined in Section 29.29.3.2, below, shall be delivered simultaneously to Landlord and Tenant., and shall be final and binding upon Landlord and [Electronic Arts]

Landlord’s Books and Records. Within one hundred twenty ninety (12090) days after receipt by Tenant of a StatementStatement by Tenant, if Tenant disputes the amount of Additional Rent Building Direct Expenses set forth in the Statement, an employee of Tenant or a member of Tenant’s finance department, or an independent reputable certified public accountant (which accountant is a member of a reputable independent nationally or regionally recognized accounting firm and has had previous experience in reviewing financial operating records of landlords of office buildings; provided that such accountant is not working retained by Tenant on a contingency fee basis) (“Tenant’s Accountant”), designated and paid for by Tenant, may, after reasonable notice to Landlord and at reasonable times, inspect Landlord’s records with respect to the particular Statement at issue, at Landlord’s offices, provided that there Tenant (i) is no existing Event of Default not then in default under this Lease (beyond any applicable notice and Tenant cure period provided under this Lease), (ii) has paid all amounts required to be paid under the applicable Estimate Statement and Statement, as the case may be, and (iii) actually begins such inspection within thirty (30) days after the notice from Tenant to Landlord advising Landlord that Tenant will require an inspection. In connection with such inspection, Tenant and Tenant’s agents must (x) agree in advance to follow Landlord’s reasonable rules and procedures regarding inspections of Landlord’s records, and shall (y) execute a commercially reasonable confidentiality agreement regarding such inspection, and (z) diligently pursue such inspection to completion as quickly as reasonably possible (and in any event within thirty (30) days after execution of the confidentiality agreement). Tenant’s failure to dispute the amount of Additional Rent Building Direct Expenses set forth in any Statement within one hundred twenty ninety (12090) days of Tenant’s receipt of such Statement shall be deemed to be Tenant’s approval of such Statement and Tenant, thereafter, waives the right or ability to dispute the amounts set forth in such Statement. If after such inspection, Tenant still disputes such Additional RentBuilding Direct Expenses, a determination as to the proper amount shall be made, at Tenant’s expense, by an independent certified public accountant (the “Accountant”) selected by Landlord and subject to Tenant’s reasonable approval; provided that if such determination by the Accountant determines proves that Building Direct Expenses were overstated by more than five six percent (56%), then the cost of the Accountant and the cost of such determination shall be paid for by Landlord. In any event, and Landlord shall reimburse make an appropriate reimbursement to Tenant for of the cost of amount that is determined to be owing to Tenant due to any such overstatement, provided that any such reimbursement may, at Landlord’s option, instead be credited against the Tenant’s Accountant (provided Share of Building Direct Expenses next coming due under this Lease, unless the Lease Term has expired, in which event Landlord shall refund the appropriate amount to Tenant. In no event shall this Section 4.6 be deemed to allow any review of any of Landlord’s records by any subtenant of Tenant. Tenant agrees that such cost this Section 4.6 shall be a reasonable market cost for such services). the sole method to be used by Tenant hereby acknowledges that Tenant’s sole right to inspect Landlord’s books and records and to contest dispute the amount of any Building Direct Expenses payable or not payable by Tenant shall be as set forth in pursuant to the terms of this Section 4.6Lease, and Tenant hereby waives any and all other rights pursuant to applicable at law to inspect such books and records and/or to contest the amount of Direct Expenses payable by Tenant.or in equity relating thereto. PARK PLACE AT BAY XXXXXXX ZS Pharma, Inc.

Landlord’s Books and Records. Within Notwithstanding anything to the contrary contained in this Lease, if, within one hundred twenty eighty (120180) days after receipt of a Statement by Tenant (or with respect to the Base Year only, within one hundred eighty (180) days after receipt of a StatementStatement for the Expense Year immediately following the Base Year), if Tenant disputes is not then in Default, then Tenant shall have the amount right to cause Landlord’s general ledger of Additional Rent set forth in the Statement, a member of Tenant’s finance department, or an independent certified public accountant (which accountant is a member of accounts with respect to such Statement only to be audited by a nationally recognized accounting firm of certified public accountants reasonably approved by Landlord, at no cost or expense to Landlord, which has prior experience in the review of financial statements and is which shall not working be retained by Tenant on a contingency fee basis; provided, however, Tenant shall not have the right to perform any such audit more than one (1) time for any Expense Year during the Lease Term. Any audit conducted by or on behalf of Tenant shall be completed in a diligent manner and timely manner (“but in any event within two (2) months after Landlord makes Landlord’s books and records available to Tenant for review) and shall be performed at Landlord’s office during Landlord’s normal business hours and in a manner so as to minimize interference with Landlord’s business operations. Landlord shall have no obligation to make photocopies of any of Landlord’s ledgers, invoices or other items but Tenant may, at Tenant’s Accountant”)cost make such copies as and to the extent Tenant in good faith believes that to do so will facilitate Tenant’s efficient review of Landlord’s books and records. Tenant agrees to keep, designated and paid for to cause Tenant’s accountant and its employees to keep, all information revealed by any audit of Landlord’s books and records strictly confidential and not to disclose any such information or permit any such information to be disclosed to anyone other than Tenant’s financial and legal representatives and Landlord, unless compelled to do so by a court of law, and Tenant and its accountant and their employees shall sign a confidentiality agreement reflecting such confidentiality. Tenant’s audit shall be limited to an on-site review of Landlord’s general ledger of accounts and supporting documentation. If after such audit, Landlord and Tenant dispute the results of such audit, at Tenant’s request, a certified public accounting firm selected by Landlord, and reasonably approved by Tenant, mayshall, after reasonable notice at Tenant’s cost, conduct an audit of the relevant Direct Expenses. The amounts payable under this Section 4.6 by Landlord to Landlord and at reasonable times, inspect Tenant or by Tenant to Landlord’s records with respect to the Statement at Landlord’s offices, provided that there is no existing Event of Default and Tenant has paid all amounts required to be paid under the applicable Estimate Statement and Statement, as the case may be, will be appropriately adjusted on the basis of such audit. In connection with If such inspectionaudit discloses an overstatement of Direct Expenses in excess of five percent (5%) for such Expense Year, Landlord shall receive any such overcharge and additionally reimburse Tenant and for the reasonable cost of both audits; otherwise the cost of such audits shall be borne by Tenant’s agents must agree in advance . Tenant agrees that this Section 4.6 shall be the sole method to follow Landlord’s reasonable rules and procedures regarding inspections of Landlord’s records, and shall execute a commercially reasonable confidentiality agreement regarding such inspection. Tenant’s failure be used by Tenant to dispute the amount of Additional Rent set forth in any Statement within one hundred twenty (120) days of Tenant’s receipt of such Statement shall be deemed to be Tenant’s approval of such Statement and Tenant, thereafter, waives the right or ability to dispute the amounts set forth in such Statement. If after such inspection, Tenant still disputes such Additional Rent, a determination as to the proper amount shall be made, at Tenant’s expense, by an independent certified public accountant (the “Accountant”) selected by Landlord and subject to Tenant’s reasonable approval; provided that if such Accountant determines that Direct Expenses were overstated by more than five percent (5%), then the cost of the Accountant and the cost of such determination shall be paid for by Landlord, and Landlord shall reimburse Tenant for the cost of the Tenant’s Accountant (provided that such cost shall be a reasonable market cost for such services). Tenant hereby acknowledges that Tenant’s sole right to inspect Landlord’s books and records and to contest the amount of Direct Expenses payable by Tenant shall be as set forth in pursuant to the terms of this Section 4.6Lease, and Tenant hereby waives any and all other rights pursuant to applicable at law to inspect such books and records and/or to contest the amount of Direct Expenses payable by Tenantor in equity relating thereto.

Landlord’s Books and Records. Within one hundred twenty six (1206) days months after receipt by Tenant of a StatementStatement by Tenant, if Tenant disputes the amount of Additional Rent set forth in the Statement, a member of Tenant’s finance department, or an independent certified public accountant (which accountant is a member of a nationally recognized accounting firm firm, has previous experience in reviewing financial operating records of landlords of office buildings, and is not working retained by Tenant on a non contingency fee basis) (the “Tenant’s AccountantTenant Auditor”), designated and paid for by Tenant, may, after reasonable notice to Landlord and at reasonable times, inspect Landlord’s records with respect to the Statement at Landlord’s offices, provided that there Tenant is no existing Event of Default not then in default under this Lease and Tenant has paid all amounts required to be paid under the applicable Estimate Estimated Statement and Statement, as the case may be. In connection with such inspection, Tenant and Tenant’s agents must agree in advance to follow Landlord’s reasonable rules and procedures regarding inspections of Landlord’s records, and shall execute a commercially reasonable confidentiality agreement regarding such inspection. Tenant’s failure to dispute the amount of Additional Rent set forth in any Statement within one hundred twenty six (1206) days of months following Tenant’s receipt of such Statement shall be deemed to be Tenant’s approval of such Statement and Tenant, thereafter, waives the right or ability to dispute the amounts set forth in such Statement. If after such inspection, Tenant still disputes such Additional Rent, a determination as to the proper amount shall be made, at Tenant’s expense, by an independent certified public accountant (the “Accountant”) selected by Landlord and subject to Tenant’s reasonable approval; provided that if such certification by the Accountant determines proves that Direct Expenses were overstated by more than five percent (5%), then the cost of the Accountant Accountant, and the cost of such determination certification, shall be paid for by Landlord. Any reimbursement amounts determined to be owing by Landlord to Tenant or by Tenant to Landlord shall be (i) in the case of amounts owing from Tenant to Landlord, paid within thirty (30) days following such determination, and (ii) in the case of amounts owing from Landlord to Tenant, credited against the next payment of Rent due Landlord under the terms of this Lease, or if the Lease Term has expired, paid to Tenant within thirty (30) days following such determination. In no event shall reimburse this Section 4.6 be deemed to allow any review of any of Landlord’s records by any subtenant of Tenant. Tenant for the cost of the Tenant’s Accountant (provided agrees that such cost this Section 4.6 shall be a reasonable market cost for such services). the sole method to be used by Tenant hereby acknowledges that Tenant’s sole right to inspect Landlord’s books and records and to contest dispute the amount of any Direct Expenses payable or not payable by Tenant shall be as set forth in pursuant to the terms of this Section 4.6Lease, and Tenant hereby waives any and all other rights pursuant to applicable at law to inspect such books and records and/or to contest the amount of Direct Expenses payable by Tenant.or in equity relating thereto. XXXXXXXXX XXXXXX XXXXXXXX III [Quality Systems, Inc.]

Landlord’s Books and Records. Within one hundred twenty (120) days after receipt by Tenant of a Statement, if If Tenant disputes (in a writing delivered to Landlord setting forth with specificity the basis for such dispute and the portions of such Actual Statement which Tenant disputes) the amount of Additional Rent set forth stated in the Statement, a member of Tenant’s finance department, or an independent certified public accountant (which accountant is a member of a nationally recognized accounting firm and is not working on a contingency fee basis) (“Tenant’s Accountant”), designated and paid for by Actual Statement within 90 days after delivery thereof to Tenant, Tenant may, after reasonable upon at least 5 business days’ notice to Landlord Landlord, request an opportunity to inspect and at reasonable times, inspect audit Landlord’s records with respect to the Statement at Landlord’s offices, provided that there is no existing Event of Default and Tenant has paid all amounts required to be paid under the applicable Estimate Statement and Statement, as the case may be. In connection with such inspection, Tenant and Tenant’s agents must agree in advance to follow Landlord’s reasonable rules and procedures regarding inspections of Landlord’s records, and shall execute a commercially reasonable confidentiality agreement supporting documentation regarding such inspectionActual Statement (but not regarding any other Actual Statement). Tenant’s failure to dispute the amount of Additional Rent set forth in any Statement within one hundred twenty (120) days of Tenant’s receipt of such Statement shall Such inspection and audit must be deemed to be Tenant’s approval of such Statement and Tenant, thereafter, waives the right or ability to dispute the amounts set forth in such Statement. If after such inspection, Tenant still disputes such Additional Rent, a determination as to the proper amount shall be made, at Tenant’s expense, conducted by an independent certified public accountant (within 180 days after the “Accountant”) selected by Landlord and subject to date Tenant received the Actual Statement, shall be at Tenant’s reasonable approval; sole cost and expense (except as provided that below), and Landlord shall, at its election, either provide copies of such records and supporting documentation to Tenant or make such records and supporting documentation relating to the matter in dispute available to Tenant for its inspection at Landlord’s business office during normal business hours. If Tenant fails to dispute (in writing, as provided above) the amount of Additional Rent stated in an Actual Statement within 90 days after Xxxxxx’s receipt thereof, or if Tenant's inspection and audit fails to disclose a discrepancy in such Accountant determines that Direct Expenses were overstated by more than five percent (5%)Actual Statement within 180 days after Xxxxxx's receipt of the Actual Statement in question, then the cost Actual Statement will be deemed accurate and binding on Tenant and Tenant will be estopped from raising or pursuing any claim or defense to the contrary. If it is determined as a result of Xxxxxx's timely audit of Landlord's records (and Landlord's certified public accountant's concurrence therewith) that Tenant was overcharged relative to the Operating Expenses, such overcharge shall entitle Tenant to a credit against its next payment of Operating Expenses in the amount of the Accountant and overcharge plus, in the cost case of an overcharge exceeding 3% of the Operating Expenses, the reasonable third party costs of such determination audit (and if such credit occurs following the expiration of the Term, Landlord shall promptly pay the amount of such credit to Tenant). If it is determined as a result of Xxxxxx's timely audit of Landlord's records (and Landlord's certified public accountant's concurrence therewith), or otherwise, that Tenant was undercharged relative to the Operating Expenses, Tenant shall, within 30 days after written demand, pay such undercharge to Landlord. Landlord shall be paid for by Landlordentitled to a copy of any such audit. For avoidance of doubt, and Landlord shall reimburse not be required to provide or make available to Tenant for any of Landlord’s records (i) that would result in the cost disclosure of confidential information pertaining to any other tenant in the Tenant’s Accountant Project or (provided that such cost shall ii) under any circumstances, except as may be a reasonable market cost for such services)required by Laws, unless Tenant exercises its inspection and audit rights pursuant to this Paragraph 8.5. Tenant hereby acknowledges that Tenant’s sole Notwithstanding anything to the contrary in this Paragraph 8.5, Xxxxxx's right to inspect and audit Landlord’s books and 's records and to contest otherwise dispute any Actual Statement are subject to the amount of Direct Expenses payable by Tenant shall be as set forth in this Section 4.6, and Tenant hereby waives any and all other rights pursuant to applicable law to inspect such books and records and/or to contest the amount of Direct Expenses payable by Tenant.following conditions:

Landlord’s Books and Records. Within one hundred twenty (120) days after receipt by Tenant of a Statement, if In the event that Tenant disputes the amount of Additional Rent set forth in any annual Statement delivered by Landlord, then within two (2) years after receipt of such Statement by Tenant, Tenant shall have the Statement, a member of Tenant’s finance department, or right to notify Landlord in writing that it intends to cause an independent certified public accountant (which accountant is must be qualified and experienced, and must be employed by a member of a nationally recognized firm which derives its primary revenues from its accounting firm and is not working on a contingency fee basispractice) (“Tenant’s Accountant”the "THIRD PARTY AUDITOR") to inspect Landlord's accounting records at Landlord's office in the Building for the Expense Year covered by such Statement during normal business hours ("TENANT'S REVIEW"), designated and paid for by Tenantprovided that as a condition precedent to any such inspection, may, after reasonable notice Tenant shall deliver to Landlord a copy of Tenant's written agreement with such Third Party Auditor, which agreement shall include a provision which states that such Third Party Auditor shall maintain in strict confidence any and at all information obtained in connection with Tenant's Review and shall not disclose such information to any person or entity other than to the management personnel of Tenant. Tenant shall provide Landlord with not less than two (2) weeks' prior written notice of its desire to conduct Tenant's review. In connection with the foregoing review, Landlord shall furnish Tenant with such reasonable timessupporting documentation relating to the subject Statement (and the Statement for the Base Year, inspect Landlord’s records provided that such supporting documentation relating to the Statement for the Base Year shall be for informational purposes only and not for the purpose of any audit of the Base Year Statement if the time period for Tenant's audit of the Base Year Statement shall have expired) as Tenant may reasonably request. In no event shall Tenant have the right to conduct Tenant's Review if Tenant is then in default under the Lease with respect to any of Tenant's monetary obligations (following the expiration of all notice and cure periods set forth in Article 19), including, without limitation, the payment by Tenant of all Additional Rent amounts described in the Statement which is the subject of Tenant's Review, which payment, at Tenant's election, may be made under dispute. In the event that Tenant shall fail to provide Landlord with written notification within two (2) years following receipt of a particular Statement of Tenant's desire to conduct a Tenant's Review, Tenant shall have no further right to dispute the amounts of Additional Rent set forth on such Statement. In the event that following Tenant's Review Tenant continues to dispute the amounts of Additional Rent shown on Landlord’s offices, provided that there is no existing Event of Default 's Statement and Landlord and Tenant has paid all amounts required are unable to resolve such dispute, then Landlord shall cause a final and determinative audit to be made by an independent accountant mutually and reasonably agreed upon by Landlord and Tenant, of the proper amount of the disputed items and/or categories of Direct Expenses to be shown on such Statement (the "FINAL AUDIT"). The results of such Final Audit shall be conclusive and binding upon both Landlord and Tenant unless either party objects to the results of such Final Audit by written notice delivered to the other party within ten (10) days following receipt by the parties of the result of the Final Audit, which objection must be accompanied by a request that the correctness of the Additional Rent determination for such Expense Year in question be determined pursuant to binding arbitration as set forth in Section 29.34 of this Lease. If the resolution of the parties' dispute with regard to the Additional Rent shown on the Statement, whether pursuant to Tenant's Review, the Final Audit or the Arbitration reveals an error in the calculation of Tenant's Share of Building Direct Expenses to be paid under for such Expense Year, the applicable Estimate Statement and Statementparties' sole remedy shall be for the parties to make appropriate XXXXXX REALTY [999 North Xxxxxxxxx] [Encore Software] payments or reimbursements, as the case may be, to each other as are determined to be owing. In connection Any such payments shall be made within thirty (30) days following the resolution of such dispute, along with interest at the "Interest Rate," as that term is defined in Article 25, below, from the date such inspectionamounts were originally due, until the date of such payment. At Tenant's election, Tenant and Tenant’s agents must agree in advance to follow Landlord’s reasonable rules and procedures regarding inspections of Landlord’s records, and shall execute a commercially reasonable confidentiality agreement regarding such inspection. Tenant’s failure to dispute may treat any overpayments (plus the amount of Additional Rent set forth in any Statement within one hundred twenty (120interest described above) days of Tenant’s receipt resulting from the foregoing resolution of such Statement parties' dispute as a credit against Rent until such amounts are otherwise paid by Landlord. Tenant shall be deemed to be responsible for all costs and expenses associated with Tenant’s approval of such Statement 's Review and Tenantany Final Audit, thereafter, waives the right or ability to dispute the amounts set forth in such Statement. If after such inspection, Tenant still disputes such Additional Rent, a determination as to the proper amount shall be made, at Tenant’s expense, by an independent certified public accountant (the “Accountant”) selected by Landlord and subject to Tenant’s reasonable approval; provided that if such Accountant determines that the parties' final resolution of the dispute involves the overstatement by Landlord of Direct Expenses were for such Expense Year (or an understatement for the Base Year) in excess of five and one-half percent (5-1/2%), then Landlord shall be responsible for all reasonable, out-of-pocket costs and expenses associated with Tenant's Review and any Final Audit. In the event that the parties' dispute is resolved pursuant to Arbitration, Tenant shall be responsible for all costs and expenses associated with such Arbitration, provided that if the arbitrator's decision reveals that Landlord's determination of Tenant's Share of Direct Expenses as submitted to arbitration was overstated (or understated, with respect to the Base Year) by more than five and one-half percent (5-1/2%), then the cost Landlord shall be responsible for all reasonable, out-of-pocket costs and expenses of such Arbitration. If another tenant of the Accountant and the cost of such determination shall be paid for by Landlord, and Landlord shall reimburse Tenant Building audits Direct Expenses for the cost Building and, as a result of the Tenant’s Accountant (provided that such cost shall be audit, Landlord discovers a reasonable market cost for such services). Tenant hereby acknowledges that Tenant’s sole right to inspect Landlord’s books and records and to contest the amount of material error in Direct Expenses payable by Tenant shall previously paid or to be as set forth in this Section 4.6, and Tenant hereby waives any and all other rights pursuant to applicable law to inspect such books and records and/or to contest the amount of Direct Expenses payable by Tenant, Landlord shall make an appropriate adjustment to Direct Expenses to correct such error and shall provide Tenant with supporting documentation of such error at the time of such correction.

Landlord’s Books and Records. Within one hundred twenty ninety (12090) days after receipt by Tenant of a Landlord’s year-end statement of Operating Expenses (the “Statement”) by Tenant, if Tenant disputes the amount of Additional Rent Operating Expenses set forth in the Statement, a member of Tenant’s finance department, or an independent certified public accountant (which accountant is a member of a nationally or regionally recognized accounting firm and is which accountant shall not working be compensated on a contingency fee basis) (“Tenant’s Accountant”or similar basis related to the result of such audit), designated and paid for by Tenant, may, after reasonable notice to Landlord and at reasonable timestimes subject to Landlord’s reasonable scheduling requirements, inspect Landlord’s records with respect to the Statement at Landlord’s offices, ; provided that there Tenant is no existing Event of Default not then in default under this Lease and Tenant has paid all amounts required to be paid under the applicable Estimate Statement Statement; and Statementfurther provided that such inspection must be completed within thirty (30) days after Landlord’s records are made available to Tenant. Tenant agrees that any records of Landlord reviewed under this Section 8.5 shall constitute confidential information of Landlord, as the case may bewhich Tenant shall not disclose, nor permit to be disclosed by Tenant or Tenant’s accountant, and Tenant and Tenant’s accountant shall be required to execute Landlord’s form of confidentiality and non-disclosure agreement prior to being provided with access to Landlord’s books and records. In connection with If, within thirty (30) days after such inspection, Tenant and notifies Landlord in writing that Tenant still disputes such Operating Expenses included in the Statement, then a certification as to the proper amount shall be made, at Tenant’s agents must agree in advance expense, by an independent certified public accountant selected by Landlord, which certification shall be final and conclusive; provided, however, if the actual amount of Operating Expenses due for that year to follow Landlord’s reasonable rules and procedures regarding inspections of Landlord’s recordswhich the Statement applies, and as determined by such certification, is determined to have been overstated by more than five percent (5%), then Landlord shall execute a commercially reasonable confidentiality agreement regarding pay the costs associated with such inspectioncertification. Tenant’s failure to dispute the amount of Additional Rent set forth in any Statement within one hundred twenty ninety (12090) days of after Tenant’s receipt of such Statement shall be deemed to be Tenant’s approval of such Statement and Tenant, thereafter, waives the right or ability to dispute the amounts set forth in such Statement. If after such inspection, Tenant still disputes such Additional Rent, a determination as to the proper amount which Statement shall be made, at Tenant’s expense, by an independent certified public accountant (the “Accountant”) selected by Landlord considered final and subject to Tenant’s reasonable approval; provided that if such Accountant determines that Direct Expenses were overstated by more than five percent (5%), then the cost of the Accountant and the cost of such determination shall be paid for by Landlord, and Landlord shall reimburse Tenant for the cost of the Tenant’s Accountant (provided that such cost shall be a reasonable market cost for such services)binding. Tenant hereby acknowledges that Tenant’s sole right to inspect Landlord’s books and records and to contest the amount of Direct Operating Expenses payable by Tenant shall be as set forth in this Section 4.68.5, and Tenant hereby waives any and all other rights pursuant to applicable law Laws to inspect such books and records and/or to contest the amount of Direct Operating Expenses payable by Tenant.

Landlord’s Books and Records. Within one hundred twenty eighty (120180) days after receipt by Tenant of a StatementStatement by Tenant, if Tenant disputes the amount of Additional Rent Building Direct Expenses set forth in the Statement, a member of Tenant’s finance department, or an independent reputable certified public accountant (which accountant is a member of a reputable independent nationally or regionally recognized accounting firm and has had previous experience in reviewing financial operating records of landlords of office buildings; provided that such accountant is not working retained by Tenant on a contingency fee basis) (“Tenant’s Accountant”), designated and paid for by Tenant, may, after reasonable notice to Landlord and at reasonable times, inspect Landlord’s 's records with respect to the particular Statement at issue, at Landlord’s 's offices, provided that there Tenant is no existing Event of Default not then in default under this Lease (beyond any applicable notice and cure period provided under this Lease) and Tenant has paid all amounts required to be paid under the applicable Estimate Statement and Statement, as the case may be. In connection with such inspection, Tenant and Tenant’s 's agents must agree in advance to follow Landlord’s 's reasonable rules and procedures regarding inspections of Landlord’s 's records, and shall execute a commercially reasonable confidentiality agreement regarding such inspection. Tenant’s 's failure to dispute the amount of Additional Rent Building Direct Expenses set forth in any Statement within one hundred twenty eighty (120180) days of Tenant’s 's receipt of such Statement shall be deemed to be Tenant’s 's approval of such Statement and Tenant, thereafter, waives the right or ability to dispute the amounts set forth in such Statement. If after such inspection, Tenant still disputes such Additional RentBuilding Direct Expenses, a determination as to the proper amount shall be made, at Tenant’s 's expense, by an independent certified public accountant (the “"Accountant”") selected by Landlord and subject to Tenant’s 's reasonable approval; provided that if such determination by the Accountant determines proves that Building Direct Expenses were overstated by more than five percent (5%), then the cost of the Accountant and the cost of such determination shall be paid for by Landlord. In any event, and Landlord shall reimburse make an appropriate reimbursement to Tenant for the cost of the Tenant’s Accountant (amount that is determined to be owing to Tenant due to any such overstatement, provided that any such cost reimbursement may, at Landlord's option, instead be credited against the Tenant's Share of Building Direct Expenses next coming due under this Lease, unless the Lease Term has expired, in which event Landlord shall refund the appropriate amount to Tenant. In no event shall this Section 4.6 be deemed to allow any review of any of Landlord's records by any subtenant of Tenant. Tenant agrees that this Section 4.6 shall be a reasonable market cost for such services). the sole method to be used by Tenant hereby acknowledges that Tenant’s sole right to inspect Landlord’s books and records and to contest dispute the amount of any Building Direct Expenses payable or not payable by Tenant shall be as set forth in pursuant to the terms of this Section 4.6Lease, and Tenant hereby waives any and all other rights pursuant to applicable at law to inspect such books and records and/or to contest the amount of Direct Expenses payable by Tenantor in equity relating thereto.

Landlord’s Books and Records. Within one hundred twenty eighty (120180) days after receipt by Tenant of a Statement, if Tenant disputes the amount of Additional Rent set forth in the Statement, a member of Tenant’s finance department, or an independent certified public accountant (which accountant is a member of a nationally recognized accounting firm and is not working on a contingency fee basis) (“Tenant’s Accountant”), designated and paid for by Tenant, may, after reasonable notice to Landlord and at reasonable times, inspect Landlord’s records with respect to the Statement at Landlord’s offices, provided that there is no existing Event of Default and Tenant has paid all amounts required to be paid under the applicable Estimate Statement and Statement, as the case may be. In connection with such inspection, Tenant and Tenant’s agents must agree in advance to follow Landlord’s reasonable rules and procedures regarding inspections of Landlord’s records, and shall execute a commercially reasonable confidentiality agreement regarding such inspection. Tenant’s failure to dispute the amount of Additional Rent set forth in any Statement within one hundred twenty eighty (120180) days of Tenant’s receipt of such Statement shall be deemed to be Tenant’s approval of such Statement and Tenant, thereafter, waives the right or ability to dispute the amounts set forth in such Statement. If after such inspection, Tenant still disputes such Additional Rent, a determination as to the proper amount shall be made, at Tenant’s expense, by an independent certified public accountant (the “Accountant”) selected by Landlord and subject to Tenant’s reasonable approval; provided that if such Accountant determines that Direct Expenses were overstated by more than five percent (5%), then the cost of the Accountant and the cost of such determination shall be paid for by Landlord, and Landlord shall reimburse Tenant for the cost of the Tenant’s Accountant (provided that such cost shall be a reasonable market cost for such services). Tenant hereby acknowledges that Tenant’s sole right to inspect Landlord’s books and records and to contest the amount of Direct Expenses payable by Tenant shall be as set forth in this Section 4.6, and (except as set forth in the next succeeding sentence) Tenant hereby waives any and all other rights pursuant to applicable law to inspect such books and records and/or to contest the amount of Direct Expenses payable by Tenant.

Landlord’s Books and Records. Within one hundred twenty (120) days after receipt by Tenant of a StatementStatement by Tenant, if Tenant disputes the amount of Additional Rent set forth in the Statement, a member of Tenant’s finance department, or an independent certified public accountant (which accountant is a member of a nationally recognized accounting firm and is not working on a contingency fee basis) (“Tenant’s Accountant”), designated and paid for by TenantTenant and reasonably approved by Landlord, may, after reasonable notice to Landlord and at reasonable times, inspect Landlord’s records with respect to the Statement at Landlord’s officesoffices in the San Francisco Bay Area, provided that there Tenant is no existing Event of Default not then in default under this Lease and Tenant has paid all amounts required to be paid under the applicable Estimate Statement and Statement, as the case may be. In connection with such inspection, Tenant and Tenant’s agents must agree in advance to follow Landlord’s reasonable rules and procedures regarding inspections of Landlord’s records, and shall execute a commercially reasonable confidentiality agreement regarding such inspection. Tenant’s failure to dispute the amount of Additional Rent set forth in any Statement within one hundred twenty (120) days of Tenant’s receipt of such Statement shall be deemed to be Tenant’s approval of such Statement and Tenant, thereafter, waives the right or ability to dispute the amounts set forth in such Statement. If after such inspection, Tenant still disputes such Additional Rent, a determination as to the proper amount shall be made, at Tenant’s expense, by an independent certified public accountant (the “Accountant”) selected by Landlord and subject to Tenant’s reasonable approval; provided that if such determination by the Accountant determines proves that Direct Expenses were overstated by more than five three percent (53%), then the cost of the Accountant and the cost of such determination shall be paid for by Landlord, and Landlord shall reimburse Tenant for the cost of the Tenant’s Accountant (provided that such cost shall be a reasonable market cost for such services). Tenant hereby acknowledges that Tenant’s sole right to inspect Landlord’s books and records and to contest the amount of Direct Expenses payable by Tenant shall be as set forth in this Section 4.6, and Tenant hereby waives any and all other rights pursuant to applicable law to inspect such books and records and/or to contest the amount of Direct Expenses payable by Tenant.

Landlord’s Books and Records. Within one hundred twenty ninety (12090) days after receipt by Tenant ---------------------------- of a StatementStatement by Tenant, if Tenant disputes the amount of Additional Rent set forth in the Statement, a member of Tenant’s finance department, or an independent certified public accountant (which accountant is a member of a nationally recognized accounting firm and is not working on a contingency noncontingent fee basis) (“Tenant’s Accountant”), designated and paid for by Tenant, may, after reasonable notice to Landlord and at reasonable times, inspect Landlord’s 's records with respect to the Statement at Landlord’s 's offices, provided that there Tenant is no existing Event of Default not then in default under this Lease (after applicable notice and cure periods) and Tenant has paid all amounts required to be paid under the applicable Estimate Statement and Statement, as the case may be. In connection with such inspection, Tenant and Tenant’s 's agents must agree in advance to follow Landlord’s 's reasonable rules and procedures regarding inspections of Landlord’s 's records, and shall execute a commercially reasonable confidentiality agreement regarding such inspection. Tenant’s 's failure to dispute the amount of Additional Rent set forth in any Statement within one hundred twenty ninety (12090) days of following Tenant’s 's receipt of such Statement shall be deemed to be Tenant’s 's approval of such Statement and Tenant, thereafter, waives the right or ability to dispute the amounts set forth in such Statement. If after such inspection, Tenant still disputes such Additional Rent, a determination as to the proper amount shall be made, at Tenant’s 's expense, by an independent certified public accountant (the “"Accountant”") selected by Landlord and subject to Tenant’s 's reasonable approval; provided that if such determination by the Accountant determines proves that Direct Expenses were overstated by more than five percent (55.0%), then the cost of the Accountant and the cost of such determination shall be paid for by Landlord, and Landlord shall reimburse Tenant for the cost of the Tenant’s Accountant (provided that such cost shall be a reasonable market cost for such services). Tenant hereby acknowledges that Tenant’s sole right to inspect Landlord’s books and records and to contest the amount of Direct Expenses payable by Tenant shall be as set forth in this Section 4.6, and Tenant hereby waives any and all other rights pursuant to applicable law to inspect such books and records and/or to contest the amount of Direct Expenses payable by Tenant.

Landlord’s Books and Records. Upon Tenant’s written request given not more than sixty (60) days after Tenant’s receipt of a Statement, and provided that Tenant is not then in monetary or material non-monetary default under this Lease, specifically including, but not limited to, the timely payment of Additional Rent (whether or not a component thereof is the subject of the audit contemplated herein), Landlord shall furnish Tenant with reasonable supporting documentation pertaining to the Statement Landlord shall provide said information pertaining to the relevant Statement within sixty (60) days after Tenant’s written request therefor. Within one hundred twenty eighty (120180) days after receipt of a Statement by Tenant of a Statement(the “Review Period”), if Tenant disputes the amount of Additional Rent set forth in the Statement, a member of Tenant’s finance department, or an independent certified public accountant (which accountant (A) is a member of a nationally or regionally recognized accounting firm firm, and (B) is not working on a contingency fee basis) (“Tenant’s Accountant”), designated and paid for by Tenant, may, after reasonable notice to Landlord and at reasonable times, inspect audit Landlord’s records with respect to the amounts set forth in the Statement at Landlord’s corporate offices, provided that there (i) Tenant is no existing Event of Default and not then in default under this Lease (ii) Tenant has paid all amounts required to be paid under the applicable Estimate Statement and Statement, as and (iii) a copy of the case may beaudit agreement between Tenant and its particular auditor has been delivered to Landlord prior to the commencement of the audit. In connection with such inspectionaudit, Tenant and Tenant’s agents must agree in advance to follow Landlord’s reasonable rules and procedures regarding inspections an audit of Landlord’s the aforementioned Landlord records, and shall execute a commercially reasonable confidentiality agreement regarding such inspectionaudit. Any audit report prepared by Tenant’s auditors shall be delivered concurrently to Landlord and Tenant within the Review Period. Tenant’s failure to dispute audit the amount of Additional Rent set forth in any Statement within one hundred twenty (120) days of Tenant’s receipt of such Statement the Review Period shall be deemed to be Tenant’s approval of such Statement and Tenant, thereafter, waives the right or ability to dispute audit the amounts set forth in such Statement. If after such inspection, Tenant still disputes such Additional Rent, a determination as to the proper amount shall be made, at Tenant’s expense, by an independent certified public accountant (the “Accountant”) selected by Landlord and subject to Tenant’s reasonable approval; provided that if such Accountant determines that Direct Expenses were overstated by more than five percent (5%), then the cost of the Accountant and the cost of such determination shall be paid for by Landlord, and Landlord shall reimburse Tenant for the cost of the Tenant’s Accountant (provided that such cost shall be a reasonable market cost for such services). Tenant hereby acknowledges that Tenant’s sole right to inspect audit Landlord’s books and records and to contest the amount of Direct Operating Expenses, Tax Expenses and Utilities Costs payable by Tenant shall be as set forth in this Section 4.6, and Tenant hereby waives any and all other rights pursuant to applicable law to inspect audit such books and records and/or to contest the amount of Direct Operating Expenses, Tax Expenses and Utilities Costs payable by Tenant.

Landlord’s Books and Records. Within one hundred twenty (120) days after Following Tenant’s receipt by Tenant of a Statement, if Tenant disputes the amount of Additional Rent set forth in the Statement, Tenant shall have the right, upon prior written notice to Landlord ("Audit Notice"), to commence and complete an audit of Landlord’s books and records concerning the Project Expenses for the Landlord's fiscal year that is the subject of such Statement (the "Records"), within ninety (90) days following the delivery of such Statement (the “Review Period”). Following delivery of an Audit Notice, and provided Tenant is not then in default after the expiration of any applicable notice and cure period under this Lease, Tenant shall have the right, at Tenant's sole cost, during Landlord's regular business hours and on ten (10) days prior notice to Landlord, to audit the Records at Landlord's principal business office (or at any other location in northern California designated by Landlord) ("Tenant's Audit"). Such audit shall occur within sixty (60) days following the delivery of the Audit Notice. Tenant's audit of the Records pursuant to this Section 3.6 shall be conducted only by a member of Tenant’s finance department, reputable independent nationally or an independent regionally recognized certified public accountant accounting firm, which accounting firm: (which accountant is a member i) shall have previous experience in auditing financial operating records of a nationally recognized accounting firm and is landlords of office buildings; (ii) shall not working be retained by Tenant on a contingency fee basis) basis (“Tenant’s Accountant”i.e. Tenant must be billed based on the actual time and materials that are incurred by the accounting firm in the performance of the audit), designated and paid for by Tenant, may, after reasonable notice a copy of the executed audit agreement between Tenant and auditor shall be provided to Landlord and at reasonable times, inspect Landlord’s records with respect prior to the Statement commencement of the audit; and (iii) at Landlord’s officesoption, provided that there is no existing Event of Default both Tenant and Tenant has paid all amounts auditor shall be required to be paid under the applicable Estimate Statement and Statement, as the case may be. In connection with such inspection, Tenant and Tenant’s agents must agree in advance to follow Landlord’s reasonable rules and procedures regarding inspections of Landlord’s records, and shall execute a commercially reasonable confidentiality confidentially agreement regarding such inspectionprepared by Landlord. Any audit report prepared by Tenant’s failure auditors shall be delivered concurrently to Landlord and Tenant within the Review Period. If the parties are unable to resolve the dispute the amount of Additional Rent set forth in any Statement within one hundred twenty sixty (12060) days after completion of Tenant’s receipt of such Statement shall be deemed to be Tenant’s approval of such Statement and TenantAudit, thereafter, waives the right or ability to dispute the amounts set forth in such Statement. If after such inspection, Tenant still disputes such Additional Rent, a determination as to the proper amount shall be madethen, at Tenant’s expense's request, by an independent a certified public accountant (the “Accountant”) accounting firm mutually selected by Landlord and subject to Tenant, shall, at Tenant's cost, conduct an audit of the relevant Project Expenses (the "Neutral Audit"). Tenant shall pay all costs and expenses of the Neutral Audit and Tenant’s reasonable approval; provided review of the Records unless the final determination in such Neutral Audit is that if such Accountant determines that Direct Landlord overstated Project Expenses were overstated in the annual reconciliation Statement for the year being audited by more than five percent (5%), then in which case Landlord shall pay the cost actual and reasonable costs and expenses of the Accountant Neutral Audit and the cost Tenant’s Audit, not to exceed an aggregate amount equal to $10,000.00. In any event, Landlord will promptly reimburse Tenant or provide a credit for any overstatement of such determination Project Expenses, and Tenant shall promptly pay to Landlord any understatement of Project Expenses. The foregoing audit and Neutral Audit procedures shall be paid for the sole methods to be used by Landlord, and Landlord shall reimburse Tenant for the cost of the Tenant’s Accountant (provided that such cost shall be a reasonable market cost for such services). Tenant hereby acknowledges that Tenant’s sole right to inspect Landlord’s books and records and to contest dispute the amount of Direct any Project Expenses payable by Tenant shall be as set forth in this Section 4.6, and Tenant hereby waives any and all other rights pursuant to applicable law to inspect such books and records and/or to contest the amount terms of Direct Expenses payable by Tenantthis Lease.

Landlord’s Books and Records. Within Tenant's Audit Rights. Tenant and its authorized representatives may examine, inspect, audit, and copy the records of Landlord regarding each Statement at Landlord's office during normal business hours within six (6) months after the furnishing of the Statement. Unless Tenant takes written exception to any item within one hundred twenty (1201) days year after receipt the furnishing of that Statement, the Statement shall be considered as final and accepted by Tenant of a Statement, if Tenant disputes the amount of Additional Rent set forth in the Statement, a member of Tenant’s finance department, or an independent certified public accountant (which accountant is a member of a nationally recognized accounting firm and is not working on a contingency fee basis) (“Tenant’s Accountant”), designated and paid for by Tenant, except that Landlord may, after reasonable at any time during the one-year period, following the delivery of the statement submit a corrected Statement to Tenant if Operating Expenses and Tax Expenses on the original Statement were overstated or understated. Tenant and its authorized representatives shall have the right, at Tenant's cost and on no less than ten (10) days' prior written notice to Landlord and at reasonable timesduring Landlord's normal business hours, inspect to audit Landlord’s 's records with respect to the Statement regarding Operating Expenses and Tax Expenses. Such an audit shall be performed at Landlord’s offices, provided that there is no existing Event 's principal accounting offices by a certified public accounting firm. That firm's primary business must be certified public accounting and may not be compensated on the basis of Default and Tenant has paid all amounts required to be paid under the applicable Estimate Statement and Statement, as the case may be. In connection with such inspection, Tenant and Tenant’s agents must agree in advance to follow Landlord’s reasonable rules and procedures regarding inspections of Landlord’s records, and shall execute a commercially reasonable confidentiality agreement regarding such inspection. Tenant’s failure to dispute the amount of Additional Rent set forth in any Statement within one hundred twenty (120) days of Tenant’s receipt Direct Expenses saved by Tenant as a result of such audit, and that firm shall be selected by Tenant and approved by Landlord. Landlord's approval shall not be unreasonably delayed or withheld. There shall be no more than one (1) audit of Operating Expenses or Tax Expenses for any twelve-month (12-month) period. To facilitate an audit by Tenant, Landlord shall keep its books and records applicable to Operating Expenses and Tax Expenses available to Tenant on a reasonable basis for the longer of (1) two (2) years after the Lease Expiration Date or (2) one (1) year after the resolution of any dispute concerning Operating Expenses and Tax Expenses. Any audit of Operating Expenses and Tax Expenses for any calendar year must be begun one (1) year after Landlord's delivery of the Statement for that year, or the right to audit Operating Expenses and Tax Expenses for that year shall be deemed waived. Tenant agrees diligently to be Tenant’s approval of such Statement pursue and complete (or to drop) any audit begun by Tenant, thereafterand Landlord agrees it shall not unreasonably interfere with the execution of Tenant's audit rights. Tenant shall bear all fees and costs of the audit, waives unless the right or ability to dispute parties determine that Operating Expenses and Tax Expenses taken as a whole for the amounts set forth in such Statement. If after such inspectionReal Property for any Expense Year, Tenant still disputes such Additional Rent, a determination as to the proper amount shall be made, at Tenant’s expense, by an independent certified public accountant (the “Accountant”) selected by Landlord and subject to Tenant’s reasonable approval; provided that if such Accountant determines that Direct Expenses were overstated by more than five three and one-half percent (53.5%). In that event, then the cost of the Accountant and the cost of such determination shall be paid for by Landlord, and Landlord shall reimburse Tenant pay for the cost reasonable costs of the Tenant’s Accountant (provided that such cost shall be a reasonable market cost for such services)audit. Tenant hereby acknowledges that Tenant’s sole right to inspect Landlord’s books Pending resolution of any disputes over Operating Expenses and records and to contest the amount of Direct Expenses payable by Tax Expenses, Tenant shall pay to Landlord any Additional Rent alleged to be due from Tenant as set forth in this Section 4.6, and Tenant hereby waives reflected on Landlord's Statement or any and all other rights pursuant to applicable law to inspect such books and records and/or to contest invoice issued on the amount basis of Direct Expenses payable by TenantLandlord's Statement.

Landlord’s Books and Records. Upon Tenant’s written request given not more than ninety (90) days after Tenant’s receipt of a Statement for a particular Expense Year, and provided that Tenant is not then in default under this Lease beyond the applicable cure period provided in this Lease, Landlord shall furnish Tenant with such reasonable supporting documentation in connection with said Building Direct Expenses as Tenant may reasonably request. Landlord shall provide said information to Tenant within sixty (60) days after Tenant’s written request therefor. Within one hundred twenty eighty (120180) days after receipt of a Statement by Tenant of a Statement(the “Review Period”), if Tenant disputes the amount of Additional Rent set forth in the Statement, a member of Tenant’s finance department, or an independent certified public accountant (which accountant (A) is a member of a nationally or regionally recognized accounting firm firm, and (B) is not working on a contingency fee basis) (“Tenant’s Accountant”), designated and paid for by Tenant, may, after reasonable notice to Landlord and at reasonable times, inspect Landlord’s records with respect to the Statement at Landlord’s offices, provided that there Tenant is no existing Event of Default not then in default under this Lease (beyond any applicable notice and cure periods) and Tenant has paid all amounts required to be paid under the applicable Estimate Statement and Statement, as the case may be. In connection with such inspection, Tenant and Tenant’s agents must agree in advance to follow Landlord’s reasonable rules and procedures regarding inspections of Landlord’s records, and shall execute a commercially reasonable confidentiality agreement regarding such inspection. Tenant’s failure to dispute the amount of Additional Rent set forth in any Statement within one hundred twenty (120) days of Tenant’s receipt of such Statement the Review Period shall be deemed to be Tenant’s approval of such Statement and Tenant, thereafter, waives the right or ability to dispute the amounts set forth in such Statement. If after such inspection, Tenant still disputes such Additional Rent, a determination as to the proper amount shall be made, at Tenant’s expense, by an independent certified public accountant (the “Accountant”) selected by Landlord and subject to Tenant’s reasonable approval; provided that if such determination by the Accountant determines proves that Direct Expenses were overstated by more than five percent (5%), then the cost of the Accountant and the cost of such determination shall be paid for by Landlord, and Landlord shall reimburse Tenant for the cost of the Tenant’s Accountant (provided that such cost shall be a reasonable market cost for such services). Tenant hereby acknowledges that Tenant’s sole right to inspect Landlord’s books and records and to contest the amount of Direct Expenses payable by Tenant shall be as set forth in this Section 4.6, and Tenant hereby waives any and all other rights pursuant to applicable law to inspect such books and records and/or to contest the amount of Direct Expenses payable by Tenant.

Landlord’s Books and Records. Within one hundred twenty six (1206) days months after receipt by Tenant of a StatementStatement by Xxxxxx, if Tenant disputes the amount of Additional Rent set forth in the Statement, a member of Tenant’s finance department, or an independent certified public accountant (which accountant is a member of a nationally recognized accounting firm and has previous experience in reviewing financial operating records of landlords of office buildings and is not working retained by Tenant on a non-contingency fee basis) (the “Tenant’s AccountantTenant Auditor”), designated and paid for by TenantXxxxxx, may, after reasonable notice to Landlord and at reasonable times, inspect Landlord’s records with respect to the Statement at Landlord’s offices, provided that there Tenant is no existing Event of Default not then in default under this Lease and Tenant has paid all amounts required to be paid under the applicable Estimate Estimated Statement and Statement, as the case may be. In connection with such inspection, Tenant and TenantXxxxxx’s agents must agree in advance to follow Landlord’s reasonable rules and procedures regarding inspections of Landlord’s records, and shall execute a commercially reasonable confidentiality agreement regarding such inspection. Tenant’s failure to dispute the amount of Additional Rent set forth in any Statement within one hundred twenty six (1206) days of Tenantmonths following Xxxxxx’s receipt of such Statement shall be deemed to be Tenant’s approval of such Statement and Tenant, thereafter, waives the right or ability to dispute the amounts set forth in such Statement. If after such inspection, Tenant still disputes such Additional Rent, a determination as to the proper amount shall be made, at Tenant’s expense, by an independent certified public accountant (the “Accountant”) selected by Landlord and subject to Tenant’s reasonable approval; provided that if such certification by the Accountant determines proves that Direct Expenses were overstated by more than five three percent (53%), then the cost of the Accountant and the Tenant Auditor, and the cost of such determination certification, shall be paid for by Landlord. Any reimbursement amounts determined to be owing by Landlord to Tenant or by Tenant to Landlord shall be (i) in the case of amounts owing from Tenant to Landlord, paid within thirty (30) days following such determination, and (ii) in the case of amounts owing from Landlord to Tenant, credited against the next payment of Rent due Landlord under the terms of this Lease, or if the Lease Term has expired, paid to Tenant within thirty (30) days following such determination. In no event shall reimburse this Section 4.5 be deemed to allow any review of any of Landlord’s records by any subtenant of Tenant. Tenant for the cost of the Tenant’s Accountant (provided agrees that such cost this Section 4.5 shall be a reasonable market cost for such services). Tenant hereby acknowledges that Tenant’s the sole right method to inspect Landlord’s books and records and be used by Xxxxxx to contest dispute the amount of any Direct Expenses payable or not payable by Tenant shall be as set forth in pursuant to the terms of this Section 4.6Lease, and Tenant hereby waives any and all other rights pursuant to applicable at law to inspect such books and records and/or to contest the amount of Direct Expenses payable by Tenantor in equity relating thereto.

Landlord’s Books and Records. Within one hundred twenty Notwithstanding anything to the contrary contained in this Lease, if, within ninety (12090) days after receipt by Tenant of a StatementStatement by Xxxxxx, if Tenant (i) reasonably disputes the amount of Additional Rent any amounts set forth in any Statement described above in this Article 4, and (ii) is not then in default under this Lease, then Tenant shall have the Statement, a member right to cause Landlord’s general ledger of Tenant’s finance department, or an independent certified public accountant (which accountant is a member of accounts with respect to such disputed Statement only to be audited by a nationally recognized firm of certified public accountants reasonably approved by Landlord, at no cost or expense to Landlord, which has prior experience in the review of financial statements and which shall not have provided primary accounting firm services to Tenant or any other tenant in the Project within the immediately preceding five (5) year period and is which shall not working be retained by Tenant on a contingency fee basis; provided, however, Tenant shall not have the right to perform any such audit more than one (1) (“time for any Expense Year during the Lease Term. Any audit conducted by or on behalf of Tenant shall be completed in a diligent manner and timely manner and shall be performed at Landlord’s office during Landlord’s normal business hours and in a manner so as to minimize interference with Xxxxxxxx’s business operations. Landlord shall have no obligation and Tenant shall have no right to make photocopies of any of Landlord’s ledgers, invoices or other items. Tenant agrees to keep, and to cause Xxxxxx's accountant and its employees to keep, all information revealed by any audit of Landlord’s books and records strictly confidential and not to disclose any such information or permit any such information to be disclosed to anyone other than Landlord, unless compelled to do so by a court of law, and Xxxxxx and its accountant shall sign a confidentiality agreement reflecting such confidentiality. Tenant’s Accountant”)audit shall be limited to an on-site review of Landlord’s general ledger of accounts and supporting documentation. If after such audit, designated Landlord and paid for Xxxxxx dispute the results of such audit, at Xxxxxx's request, a certified public accounting firm selected by Landlord, and approved by Tenant, mayshall, after reasonable notice at Tenant's cost, conduct an audit of the relevant Direct Expenses. The amounts payable under this Section 4.7 by Landlord to Landlord and at reasonable times, inspect Tenant or by Tenant to Landlord’s records with respect to the Statement at Landlord’s offices, provided that there is no existing Event of Default and Tenant has paid all amounts required to be paid under the applicable Estimate Statement and Statement, as the case may be. In connection with such inspection, Tenant and Tenant’s agents must agree in advance to follow Landlord’s reasonable rules and procedures regarding inspections of Landlord’s records, and shall execute a commercially reasonable confidentiality agreement regarding such inspection. Tenant’s failure to dispute will be appropriately adjusted on the amount of Additional Rent set forth in any Statement within one hundred twenty (120) days of Tenant’s receipt basis of such Statement shall be deemed to be Tenant’s approval of such Statement and Tenant, thereafter, waives the right or ability to dispute the amounts set forth in such Statementaudit. If after such inspection, Tenant still disputes such Additional Rent, a determination as to the proper amount shall be made, at Tenant’s expense, by audit discloses an independent certified public accountant (the “Accountant”) selected by Landlord and subject to Tenant’s reasonable approval; provided that if such Accountant determines that overstatement of Direct Expenses were overstated by more than in excess of five percent (5%)) for such Expense Year, then the cost of the Accountant and the cost of such determination shall be paid for by Landlord, and Landlord shall reimburse Tenant for the reasonable cost of both audits (not to exceed $20,000.00); otherwise the Tenant’s Accountant (provided that cost of such cost audits shall be a reasonable market cost for such services)borne by Tenant. Tenant hereby acknowledges agrees that Tenant’s this Section 4.6 shall be the sole right method to inspect Landlord’s books and records and be used by Xxxxxx to contest dispute the amount of any Direct Expenses payable by Tenant shall be as set forth in pursuant to the terms of this Section 4.6Lease, and Tenant hereby waives any and all other rights pursuant to applicable at law to inspect such books and records and/or to contest the amount of Direct Expenses payable by Tenant.or in equity relating thereto. 22 000 XXXXXXX XXXXXXXXX [Atara Biotherapeutics, Inc.]

Landlord’s Books and Records. Within one hundred twenty two (1202) days years after receipt by Tenant of a StatementStatement by Tenant, if Tenant disputes the amount of Additional Rent set forth in the Statement, a member of Tenant’s finance department, or an independent certified public accountant (which accountant is a member of a nationally recognized accounting firm and is not working on a contingency fee basis) (“Tenant’s Accountant”), designated and paid for by Tenant, may, after reasonable notice to Landlord and at reasonable times, inspect Landlord’s records with respect to the Statement at Landlord’s offices, provided that there is no existing Event of Default and Tenant has paid all amounts required to be paid under the applicable Estimate Statement and Statement, as the case may be. In connection with such inspection, Tenant and Tenant’s agents must agree in advance to follow Landlord’s reasonable rules and procedures regarding inspections of Landlord’s records, and shall execute a commercially reasonable confidentiality agreement regarding such inspection. Tenant’s failure to dispute the amount of Additional Rent set forth in any Statement within one hundred twenty (120) days of Tenant’s receipt of such Statement shall be deemed to be Tenant’s approval of such Statement and Tenant, thereafter, waives the right or ability to dispute the amounts set forth in such Statement. If after such inspection, Tenant still disputes such Additional Rent, a determination as to the proper amount shall be made, at Tenant’s expense, by an independent certified public accountant (the “Accountant”) selected by Landlord and subject to Tenant’s reasonable approval; , by inspecting Landlord’s records with respect to the Statement at Landlord’s offices, provided that if Tenant is not then in default under this Lease (beyond any applicable notice and cure periods) and Tenant has paid all amounts required to be paid under the applicable Estimate Statement and Statement, as the case may be. In connection with such inspection, the Accountant determines must agree in advance to follow Landlord’s reasonable rules and procedures regarding inspections of Landlord’s records, and shall execute a commercially reasonable confidentiality agreement regarding such inspection. If such determination by the Accountant proves that Direct Expenses were overstated by more than five percent (5%), then the cost of the Accountant and the cost of such determination shall be paid for by Landlord, and Landlord shall reimburse Tenant for the cost of the . Tenant’s Accountant failure to dispute the amount of Additional Rent set forth in any Statement within two (provided that 2) years of Tenant’s receipt of such cost Statement shall be a reasonable market cost for deemed to be Tenant’s approval of such services)Statement and Tenant, thereafter, waives the right or ability to dispute the amounts set forth in such Statement. Tenant hereby acknowledges that Tenant’s sole right to inspect Landlord’s books and records and to contest the amount of Direct Expenses payable by Tenant shall be as set forth in this Section 4.6, and Tenant hereby waives any and all other rights pursuant to applicable law Applicable Law to inspect such books and records and/or to contest the amount of Direct Expenses payable by Tenant.

Landlord’s Books and Records. Within one hundred twenty Following Tenant’s receipt of the Statement, Tenant shall have the right, upon prior written notice to Landlord (120“Audit Notice”), to commence and complete an audit of Landlord’s books and records concerning the Operating Expenses for the Landlord’s fiscal year that is the subject of such Statement (the “Records”), within ninety (90) days after receipt following the delivery of such Statement (the “Review Period”). Following delivery of an Audit Notice, and provided Tenant is not then in default under this Lease, Tenant shall have the right, at Tenant’s sole cost, during Landlord’s regular business hours and on reasonable prior notice to Landlord, to audit the Records at Landlord’s principal business office (or at any other location in northern California designated by Landlord). Such audit shall occur within thirty (30) days following the delivery of the Audit Notice. Tenant’s audit of the Records pursuant to this Section 3.2.5.4 shall be conducted only by a reputable independent nationally or regionally recognized certified public accounting firm, subject to Landlord’s reasonable approval, which accounting firm: (i) shall have previous experience in auditing financial operating records of landlords of office buildings; (ii) shall not already be providing accounting and/or lease administration services to Tenant and shall not have provided accounting and/or lease administration services to Tenant in the past three (3) years; (iii) shall not be retained by Tenant on a contingency fee basis (i.e., Tenant must be billed based on the actual time and materials that are incurred by the accounting firm in the performance of the audit), and a Statementcopy of the executed audit agreement between Tenant and auditor shall be provided to Landlord prior to the commencement of the audit; and (iv) at Landlord’s option, if both Tenant and auditor shall be required to execute a commercially reasonable confidentially agreement prepared by Landlord. Any audit report prepared by Tenant’s auditors shall be delivered concurrently to Landlord and Tenant within the Review Period. If, after such audit of the Records, Tenant disputes the amount of Additional Rent set forth Operating Expenses for the year under audit, Landlord and Tenant shall meet and attempt in good faith to resolve the Statement, a member dispute. If the parties are unable to resolve the dispute within sixty (60) days after completion of Tenant’s finance departmentaudit, or an independent certified public accountant (which accountant is a member of a nationally recognized accounting firm and is not working on a contingency fee basis) (“Tenant’s Accountant”), designated and paid for by Tenant, may, after reasonable notice to Landlord and at reasonable times, inspect Landlord’s records with respect to the Statement at Landlord’s offices, provided that there is no existing Event of Default and Tenant has paid all amounts required to be paid under the applicable Estimate Statement and Statement, as the case may be. In connection with such inspection, Tenant and Tenant’s agents must agree in advance to follow Landlord’s reasonable rules and procedures regarding inspections of Landlord’s records, and shall execute a commercially reasonable confidentiality agreement regarding such inspection. Tenant’s failure to dispute the amount of Additional Rent set forth in any Statement within one hundred twenty (120) days of Tenant’s receipt of such Statement shall be deemed to be Tenant’s approval of such Statement and Tenant, thereafter, waives the right or ability to dispute the amounts set forth in such Statement. If after such inspection, Tenant still disputes such Additional Rent, a determination as to the proper amount shall be madethen, at Tenant’s expenserequest, by an independent a certified public accountant accounting firm selected by Landlord, and reasonably approved by Tenant, shall, at Tenant’s cost, conduct an audit of the relevant Operating Expenses (the “AccountantNeutral Audit”) selected by ). Tenant shall pay all costs and expenses of the Neutral Audit unless the final determination in such Neutral Audit is that Landlord and subject to Tenant’s reasonable approval; provided that if such Accountant determines that Direct overstated Operating Expenses were overstated in the Statement for the year being audited by more than five percent (5%), then in which case Landlord shall pay the cost actual and reasonable costs and expenses of the Accountant Neutral Audit, in an amount not to exceed Five Thousand and 00/100 Dollars ($5,000.00). In any event, Landlord will promptly reimburse Tenant or provide a credit for any overstatement of Operating Expenses, and Tenant shall promptly pay to Landlord any understatement of Operating Expenses. To the cost of such determination extent Landlord and Tenant fail to otherwise reach mutual agreement regarding Operating Expenses, the foregoing audit and Neutral Audit procedures shall be paid for the sole methods to be used by Landlord, and Landlord shall reimburse Tenant for the cost of the Tenant’s Accountant (provided that such cost shall be a reasonable market cost for such services). Tenant hereby acknowledges that Tenant’s sole right to inspect Landlord’s books and records and to contest dispute the amount of Direct any Operating Expenses payable by Tenant shall be as set forth in this Section 4.6, and Tenant hereby waives any and all other rights pursuant to applicable law to inspect such books and records and/or to contest the amount terms of Direct Expenses payable by Tenantthis Lease.

Landlord’s Books and Records. Within one hundred twenty Notwithstanding anything to the contrary contained in this Lease, if, within ninety (12090) days after receipt by Tenant of a StatementStatement by Tenant, if Tenant (i) reasonably disputes the amount of Additional Rent any amounts set forth in any Statement described above in this Article 4, and (ii) is not then in default in the Statementpayment of scheduled Rent under this Lease, then Tenant shall have the right to cause Landlord’s general ledger of accounts and any other relevant books and records with respect to such disputed Statement only to be audited by a member of Tenant’s finance department, nationally or an independent regionally recognized firm utilizing certified public accountant (accountants reasonably approved by Landlord, at no cost or expense to Landlord, which accountant is a member has prior experience in the review of a nationally recognized accounting firm financial statements and is which shall not working be retained by Tenant on a contingency fee basis; provided, however, Tenant shall not have the right to perform any such audit more than one (1) time for any Expense Year during the Lease Term. Any audit conducted by or on behalf of Tenant shall be completed in a diligent manner and timely manner (“but in any event within two (2) months after Tenant is given access to all of Landlord’s relevant books and records) and shall be performed at Landlord’s office during Landlord’s normal business hours and in a manner so as to minimize interference with Landlord’s business operations. Landlord shall have no obligation and Tenant shall have no right to make photocopies of any of Landlord’s ledgers, invoices or other items. Tenant agrees to keep, and to cause Tenant’s Accountant”)accountant and its employees to keep, designated all information revealed by any audit of Landlord’s books and paid for records strictly confidential and not to disclose any such information or permit any such information to be disclosed to anyone other than Landlord, Tenant’s accountants, legal advisors, financial advisors and any Tenant Parties with a need to know such information unless compelled to do so by a court of law, and Tenant and its auditor shall sign a confidentiality agreement reflecting such confidentiality. Tenant’s audit shall be limited to an on-site review of Landlord’s general ledger of accounts and supporting documentation and any other relevant books and records. If after such audit, Landlord and Tenant dispute the results of such audit, the parties and their advisors shall meet and use good faith efforts to resolve such dispute. If the parties fail to resolve such dispute with thirty (30) days, then, at Tenant’s request, a certified public accounting firm selected by Landlord, and reasonably approved by Tenant, mayshall, after reasonable notice at Tenant’s cost, conduct an audit of the relevant Direct Expenses. The amounts payable under this Section 4.5 by Landlord to Landlord and at reasonable times, inspect Tenant or by Tenant to Landlord’s records with respect to the Statement at Landlord’s offices, provided that there is no existing Event of Default and Tenant has paid all amounts required to be paid under the applicable Estimate Statement and Statement, as the case may be, will be appropriately adjusted on the basis of such audit. In connection with such inspection, Tenant and Tenant’s agents must agree in advance agrees that this Section 4.5 shall be the sole method to follow Landlord’s reasonable rules and procedures regarding inspections of Landlord’s records, and shall execute a commercially reasonable confidentiality agreement regarding such inspection. Tenant’s failure be used by Tenant to dispute the amount of Additional Rent set forth in any Statement within one hundred twenty (120) days of Tenant’s receipt of such Statement shall be deemed to be Tenant’s approval of such Statement and Tenant, thereafter, waives the right or ability to dispute the amounts set forth in such Statement. If after such inspection, Tenant still disputes such Additional Rent, a determination as to the proper amount shall be made, at Tenant’s expense, by an independent certified public accountant (the “Accountant”) selected by Landlord and subject to Tenant’s reasonable approval; provided that if such Accountant determines that Direct Expenses were overstated by more than five percent (5%), then the cost of the Accountant and the cost of such determination shall be paid for by Landlord, and Landlord shall reimburse Tenant for the cost of the Tenant’s Accountant (provided that such cost shall be a reasonable market cost for such services). Tenant hereby acknowledges that Tenant’s sole right to inspect Landlord’s books and records and to contest the amount of Direct Expenses payable by Tenant shall be as set forth in pursuant to the terms of this Section 4.6Lease, and Tenant hereby waives any and all other rights pursuant to applicable at law to inspect such books and records and/or to contest the amount of Direct Expenses payable by Tenantor in equity relating thereto.

Landlord’s Books and Records. Within one hundred twenty (120) days after receipt by Tenant Landlord shall maintain complete and accurate records of a Statement, if Tenant disputes the amount of Additional Rent set forth all costs incurred in the Statementoperation and maintenance of the Project and the furnishing of services to its tenants, a member of Tenant’s finance department, or an independent certified public accountant including those which Landlord intends to include in Common Areas costs. During regular business hours and after giving at least fifteen (which accountant is a member of a nationally recognized accounting firm and is not working on a contingency fee basis15) (“Tenant’s Accountant”), designated and paid for by Tenant, may, after reasonable days’ advance written notice to Landlord and at reasonable timesLandlord, Tenant shall be entitled to inspect all of Landlord’s records with respect necessary to reasonably satisfy itself that all charges have been correctly allocated to Tenant. The inspection shall be conducted at the metropolitan Washington, D.C. area management office for the Project and shall be limited to the Statement at Landlord’s offices, provided that there is no existing Event of Default and two (2) immediately preceding calendar years. Tenant has paid all amounts required to be paid under the applicable Estimate Statement and Statement, as the case may be. In connection with such inspection, Tenant and Tenant’s agents must agree in advance to follow Landlord’s reasonable rules and procedures regarding inspections of Landlord’s records, and shall execute a commercially reasonable confidentiality agreement regarding such inspection. Tenant’s failure to dispute the amount of Additional Rent set forth in any Statement within one hundred twenty (120) days of Tenant’s receipt of such Statement shall be deemed entitled to be Tenant’s approval of such Statement and Tenant, thereafter, waives the right or ability to dispute the amounts set forth in such Statement. If after such inspection, Tenant still disputes such Additional Rent, a determination as to the proper amount shall be made, at Tenant’s expense, obtain an audit by an independent certified public accountant or such representative of Tenant as Tenant shall otherwise select (the “Accountant”) such representative to be selected by Landlord and subject Tenant with Landlord’s written consent, which shall not be unreasonably withheld, conditioned or delayed) to determine the accuracy of Landlord’s certification of the amount of Additional Rent charged to Tenant. Tenant shall bear the total cost of any such audit, including, but not limited to, reimbursing Landlord for any out-of-pocket expenses (e.g., photocopying charges, accountant’s reasonable approval; provided fees, etc.) reasonably incurred by Landlord in connection with Tenant’s audit. As an express condition of Tenant’s rights under this Section, Tenant and its auditors shall not disclose the existence of the audit, any and all financial information obtained from the audit, and the results of its audit to any person or entity other than a Permitted Recipient on a need-to-know basis. A “Permitted Recipient” shall be the officers, partners and senior level employees of Tenant who are involved in lease administration, Tenant’s certified public accountants who have responsibilities related to Common Areas costs, Tenant’s attorney if involved in the dispute, any employees of Tenant’s auditor involved with the review, or any person or entity to whom disclosure is required by applicable judicial or governmental authority. Prior to disclosing any such information to any Permitted Recipient (including its auditor), Tenant shall instruct such Permitted Recipient to abide by this confidentiality provision. Notwithstanding the preceding to the contrary, if the audit reveals that if such Accountant determines that Direct Expenses were the Additional Rent for the Project for a particular calendar year was overstated by more than five fifteen percent (515 %), then the cost reasonable costs of the Accountant and audit shall be borne by Landlord. Any deficiency/overpayment determined by the cost of such determination audit shall be paid for by/refunded to Tenant within thirty (30) days after acceptance of the results of the audit by Landlord, and which shall not be unreasonably withheld, conditioned or delayed. If Landlord shall reimburse Tenant for disagrees with the cost results of the Tenant’s Accountant (provided that such cost shall be a reasonable market cost for such services). Tenant hereby acknowledges that review and cannot otherwise agree, then Landlord and Tenant’s sole right auditor shall together select a neutral auditor of similar qualifications to inspect Landlord’s books and records and to contest the amount conduct a review of Direct Expenses payable by Tenant shall be as set forth in this Section 4.6, and Tenant hereby waives any and all other rights pursuant to applicable law to inspect such books and records and/or (the fees of such neutral auditor to contest be shared equally by Landlord and Tenant), and the amount determination of Direct Expenses payable the Additional Rent reached by Tenantsuch neutral auditor shall be final and conclusive.

Landlord’s Books and Records. Within one hundred twenty six (1206) days months after receipt by Tenant of a StatementStatement by Tenant, if Tenant disputes the amount of Additional Rent set forth in the Statement, a member of Tenant’s finance department, or an independent certified public accountant (which accountant is a member of a nationally recognized accounting firm firm, has previous experience in reviewing financial operating records of landlords of office buildings, and is not working retained by Tenant on a non-contingency fee basis) (“Tenant’s Accountant”basis)(the "Tenant Auditor"), designated and paid for by Tenant, may, after alter reasonable notice to Landlord and at reasonable times, inspect Landlord’s 's records with respect to the Statement at Landlord’s 's offices, provided that there Tenant is no existing Event of Default not then in default under this Lease and Tenant has paid all amounts required to be paid under the applicable Estimate Estimated Statement and Statement, as the case may be. In connection with such inspection, Tenant and Tenant’s 's agents must agree in advance to follow Landlord’s 's reasonable rules and procedures regarding inspections of Landlord’s 's records, and shall execute a commercially reasonable confidentiality agreement regarding such inspection. Tenant’s 's failure to dispute the amount of Additional Rent set forth in any Statement within one hundred twenty six (1206) days of months following Tenant’s 's receipt of such Statement shall be deemed to be Tenant’s 's approval of such Statement and Tenant, thereafter, waives the right or ability to dispute the amounts set forth in such Statement. If after such inspection, Tenant still disputes such Additional Rent, a determination as to the proper amount shall be made, at Tenant’s 's expense, by an independent certified public accountant (the “"Accountant”") selected by Landlord and subject to Tenant’s 's reasonable approval; provided that if such certification by the Accountant determines proves that Direct Expenses were overstated by more than five percent (5%), then the cost of the Accountant Accountant, and the cost of such determination certification, shall be paid for by Landlord. Any reimbursement amounts determined to be owing by Landlord to Tenant or by Tenant to Landlord shall be (i) in the case of amounts owing from Tenant to Landlord, paid within thirty (30) days following such determination, and (ii) in the case of amounts owing from Landlord to Tenant, credited against the next payment of Rent due Landlord under the terms of this Lease, or if the Lease Term has expired, paid to Tenant within thirty (30) days following such determination, In no event shall reimburse this Section 4.6 be deemed to allow any review of any of Landlord's records by any subtenant of Tenant. Tenant for the cost of the Tenant’s Accountant (provided agrees that such cost this Section 4,6 shall be a reasonable market cost for such services). the sole method to be used by Tenant hereby acknowledges that Tenant’s sole right to inspect Landlord’s books and records and to contest dispute the amount of any Direct Expenses payable or not payable by Tenant shall be as set forth in pursuant to the terms of this Section 4.6Lease, and Tenant hereby waives any and all other rights pursuant to applicable at law to inspect such books and records and/or to contest the amount of Direct Expenses payable by Tenantor in equity relating thereto.

Landlord’s Books and Records. Within Upon Tenant’s written request given not more than one hundred twenty eighty (120180) days after Tenant’s receipt of a Statement for a particular Expense Year, and provided that Tenant is not then in material economic default under this Lease beyond the applicable cure period provided in this Lease, Landlord shall furnish Tenant with such reasonable supporting documentation in connection with said Direct Expenses as Tenant may reasonably request. Landlord shall provide said information to Tenant within sixty (60) days after Tenant’s written request therefor. Within two hundred ten (210) days after receipt of a Statement by Tenant of a Statement(the “Review Period”), if Tenant disputes the amount of Additional Rent set forth in the Statement, a member of Tenant’s finance department, or an independent certified public accountant (which accountant (A) is a member of a nationally or regionally recognized accounting firm firm, and (B) is not working on a contingency fee basis) (“Tenant’s Accountant”), designated and paid for by Tenant, may, after reasonable notice to Landlord and at reasonable times, inspect Landlord’s records with respect to the Statement at Landlord’s offices, provided that there Tenant is no existing Event of Default not then in material economic default under this Lease (beyond any applicable notice and cure periods) and Tenant has paid all amounts required to be paid under the applicable Estimate Statement and Statement, as the case XXXXXX REALTY XXXXXX CENTRE DEL MAR [Santarus, Inc.] may be. In connection with such inspection, Tenant and Tenant’s agents must agree in advance to follow Landlord’s reasonable rules and procedures regarding inspections of Landlord’s records, and shall execute a commercially reasonable confidentiality agreement regarding such inspection. Tenant’s failure to dispute the amount of Additional Rent set forth in any Statement within one hundred twenty (120) days of Tenant’s receipt of such Statement the Review Period shall be deemed to be Tenant’s approval of such Statement and Tenant, thereafter, waives the right or ability to dispute the amounts set forth in such Statement. If after such inspection, Tenant still disputes such Additional Rent, a determination as to the proper amount shall be made, at Tenant’s expense, by an independent certified public accountant (the “Accountant”) selected by Landlord and subject to Tenant’s reasonable approval; provided that if such determination by the Accountant determines proves that Direct Expenses were overstated by more than five percent (5%), then the cost of the Accountant and the cost of such determination shall be paid for by Landlord, and Landlord shall reimburse Tenant for the cost of the Tenant’s Accountant (provided that such cost shall be a reasonable market cost for such services). Tenant hereby acknowledges that Tenant’s sole right to inspect Landlord’s books and records and to contest the amount of Direct Expenses payable by Tenant shall be as set forth in this Section 4.64.7, and Tenant hereby waives any and all other rights pursuant to applicable law Applicable Law to inspect such books and records and/or to contest the amount of Direct Expenses payable by TenantTenant unless Tenant is alleging fraud or fraudulent misrepresentation on the part of Landlord or any of the other “Landlord Parties” (as defined in Section 10.1, below).