Common use of Right to Extend Clause in Contracts

Right to Extend. Subject to the following, Tenant shall have the right (the “Extension Option”) to extend the Lease Term for two (2) successive periods of five (5) years each (each, an “Term Extension” and collectively the “Term Extensions”), by giving Landlord written notice (the “Renewal Notice”) irrevocably exercising such extension, which notice must be received by Landlord not later than the date twelve (12) months prior to the otherwise applicable last day of the Lease Term (as the same may have been extended for the first Term Extension), time being of the essence. If each such extension is timely and properly exercised, the Lease Term shall be automatically extended to include the applicable Term Extension upon the same terms and conditions except that (i) during the second Term Extension, Tenant shall have no further option to extend the Term, (ii) the Base Rent for each Term Extension shall be the greater of (a) ninety-five (95%) of the Fair Market Rental Value for the Premises as determined in accordance with the terms hereof, and (b) the Base Rent then in effect immediately prior to the extension of the then current Term of this Agreement, and (iii) Landlord shall have no obligation to prepare, refurbish or construct the Premises or any part thereof prior to the commencement of the Extension Term or otherwise provide any amount of free rent or improvement allowance in respect of the Premises. Any exercise of an Extension Option by Tenant as provided herein shall be irrevocable. If for any reason the Fair Market Rental Value has not been determined as of the commencement date of the Term Extension, Tenant initially shall pay Base Rent in an amount equal to one hundred three percent (103%) of the Base Rent in effect immediately prior to the commencement date of the Term Extension , with a retroactive adjustment to be made within fourteen (14) days after the determination of Fair Market Rental Value. If Tenant exercises the Extension Option, within fifteen (15) days after the determination of the Fair Market Rental Value for the Premises as herein provided, the Landlord and Tenant shall execute an amendment to this Lease confirming same, provided that the failure of either party to do so shall not affect the rights and obligations of the parties hereunder. Tenant shall not be entitled to exercise its extension right pursuant to the terms of this Section if, at the time of exercise or at the commencement of the Term Extension, (i) Tenant is in default beyond any applicable notice and cure period provided in this Lease, or (ii) this Lease is not in full force and effect. In the event Tenant timely delivers its Renewal Notice as set forth above, Landlord shall notify Tenant of the applicable Fair Market Rental Value as determined by Landlord within thirty (30) days after receipt of Tenant’s Renewal Notice. Tenant shall, within fifteen (15) days after receipt of Landlord’s determination of the Fair Market Rental Value, notify Landlord in writing whether Tenant accepts or rejects Landlord’s determination of the Fair Market Rental Value. If Tenant fails to notify Landlord that it rejects Landlord’s determination of the Fair Market Rental Value within such fifteen (15) day period (time being of the essence), Tenant shall be deemed to have irrevocably accepted Landlord’s determination of the Fair Market Rental Value. If Tenant rejects Landlord’s determination of the Fair Market Rental Value within such fifteen (15) day period (time being of the essence), then Landlord and Tenant shall each select a Qualified Broker (as defined below) within ten (10) business days following delivery of Tenant’s rejection notice. If a party fails to timely select a Qualified Broker, the determination of the Fair Market Rental Value for the Premises shall be made by the Qualified Broker selected by the other party. If each party selects a Qualified Broker, the two (2) Qualified Brokers selected by Landlord and Tenant shall select a third Qualified Broker by mutual agreement reached within five (5) business days after selection of the first two (2) Qualified Brokers by Landlord and Tenant. Within ten (10) business days after the third Qualified Broker has been selected, all of the Qualified Brokers shall meet to attempt to agree upon the Fair Market Rental Value for the Premises. If the Qualified Brokers are unable to reach agreement, all Qualified Brokers shall, within ten (10) business days after the expiration of the preceding ten (10) business day period, arrange to simultaneously submit to Landlord and Tenant in writing their determinations of Fair Market Rental Value. Landlord shall be responsible for any and all costs associated with the retention of the Qualified Broker selected by Landlord, Tenant shall be responsible for any and all costs associated with the retention of the Qualified Broker selected by Tenant and Landlord and Tenant shall each be responsible for one half (1/2) of any and all costs associated with the retention of the third Qualified Broker. All brokers selected pursuant to this section shall be (a) a commercial real estate broker licensed in Massachusetts, specializing in the leasing of laboratory space in the Bedford, Billerica and Burlington, Massachusetts submarket, with not less than ten (10) years’ experience in appraising comparable commercial properties in such market and recognized as reputable within the local real estate industry, and (b) independent and none of the brokers nor their firms shall have been employed by Landlord (with respect to the Building), Tenant or their affiliates for the immediately preceding five (5) years (each such broker being defined herein for purposes of this paragraph as a “Qualified Broker”). The Fair Market Rental Value shall be the average (“average” shall refer herein to the sum of the fair market rent determinations divided by the number of brokers) of the fair market rent determinations of the three (3) brokers, unless the highest determination of the three (3) brokers is greater than 10% higher than the next highest determination, in which case it shall be discarded, or unless the lowest of the three (3) determinations is greater than 10% lower than the next lowest determination, in which case it shall be discarded. If one determination is discarded, then the Fair Market Rental Value shall be the average of the remaining two (2) determinations. If both the highest determination and the lowest determination are discarded, then the Fair Market Rental Value shall be the remaining determination. The Fair Market Rental Value for the Premises determined in accordance with the terms hereof shall be final and binding on Landlord and Tenant.

Right to Extend. Subject Provided that Tenant is not in Default under any provision of this Lease at the time of exercise of the extension right granted herein, and provided further that Tenant is occupying the entire Premises and has not assigned or sublet any of its interest in the Lease (except in connection with a Business Transfer of the Lease to an Affiliate as described in Section 10 of the followingLease), Tenant may extend the Term of the Lease for one period of 12 months. Tenant shall have the exercise its right (the “Extension Option”) to extend the Lease Term for two (2) successive periods of five (5) years each (eachby and only by delivering to Landlord, an “Term Extension” and collectively the “Term Extensions”), by giving Landlord written notice (the “Renewal Notice”) irrevocably exercising such extension, which notice must be received by Landlord not later less than the date twelve (12) 6 months nor more than 9 months prior to the otherwise applicable last day expiration date of the Term, Tenant’s written notice of its irrevocable commitment to extend (the “Commitment Notice”). Should Tenant fail timely to deliver the Commitment Notice, then this extension right shall thereupon lapse and be of no further force or effect. The Base Rent payable under the Lease Term (as during the same may have been extended for the first Term Extension), time being extension of the essence. If each such extension is timely and properly exercised, the Lease Term shall be automatically extended at the prevailing market rental rate (including periodic adjustments) for comparable and similarly improved office space within Class A office buildings in the University Towne Centre submarket of San Diego as of the commencement of the extension period, based on a reasonable extrapolation of Landlord’s then-current leasing rates. In no event shall the monthly Base Rent payable for the extension period be less than the Base Rent payable during the month immediately preceding the commencement of such extension period. Promptly following receipt of the Commitment Notice, Landlord shall prepare an appropriate amendment to include the applicable Lease memorializing the extension of the Term Extension in accordance with the foregoing, and Tenant shall duly execute and return same to Landlord within 15 days. If Tenant fails timely to do so, then Landlord, at its sole discretion, may either enforce its rights under this Section or, upon written notice to Tenant, elect to cause Tenant’s right to extend to be extinguished, in which event this Lease shall terminate as of the originally scheduled date of expiration. Should Landlord elect the latter, then this Lease shall terminate upon the same terms scheduled date of expiration and conditions except that (i) during the second Term Extension, Tenant’s rights under this paragraph shall be of no further force or effect. Any attempt to assign or transfer any right or interest created by this paragraph to other than a Business Transfer shall be void from its inception. Tenant shall have no further option other right to extend the TermTerm beyond the single 12 month extension created by this paragraph. Unless agreed to in a writing signed by Landlord and Tenant, (ii) the Base Rent for each Term Extension shall be the greater of (a) ninety-five (95%) of the Fair Market Rental Value for the Premises as determined in accordance with the terms hereof, and (b) the Base Rent then in effect immediately prior to the any extension of the then current Term of this AgreementTerm, and (iii) Landlord shall have no obligation to prepare, refurbish or construct the Premises or any part thereof prior to the commencement of the Extension Term or otherwise provide any amount of free rent or improvement allowance in respect of the Premises. Any exercise of an Extension Option whether created by Tenant as provided herein shall be irrevocable. If for any reason the Fair Market Rental Value has not been determined as of the commencement date of the Term Extension, Tenant initially shall pay Base Rent in an amount equal to one hundred three percent (103%) of the Base Rent in effect immediately prior to the commencement date of the Term Extension , with a retroactive adjustment to be made within fourteen (14) days after the determination of Fair Market Rental Value. If Tenant exercises the Extension Option, within fifteen (15) days after the determination of the Fair Market Rental Value for the Premises as herein provided, the Landlord and Tenant shall execute an amendment to this Lease confirming same, provided that the failure of either party to do so shall not affect the rights and obligations or by a holdover of the parties hereunder. Tenant shall not be entitled to exercise its extension right pursuant to the terms of this Section if, at the time of exercise or at the commencement of the Term Extension, (i) Tenant is in default beyond any applicable notice and cure period provided in this LeasePremises by Tenant, or (ii) this Lease is not in full force and effect. In the event Tenant timely delivers its Renewal Notice as set forth aboveotherwise, Landlord shall notify Tenant of the applicable Fair Market Rental Value as determined by Landlord within thirty (30) days after receipt of Tenant’s Renewal Notice. Tenant shall, within fifteen (15) days after receipt of Landlord’s determination of the Fair Market Rental Value, notify Landlord in writing whether Tenant accepts or rejects Landlord’s determination of the Fair Market Rental Value. If Tenant fails to notify Landlord that it rejects Landlord’s determination of the Fair Market Rental Value within such fifteen (15) day period (time being of the essence), Tenant shall be deemed to have irrevocably accepted Landlord’s determination of the Fair Market Rental Valuea part of, and not in addition to, any duly exercised extension period permitted by this paragraph. If Tenant rejects Landlord’s determination of the Fair Market Rental Value within such fifteen (15) day period (time being of the essence), then Landlord and Tenant shall each select a Qualified Broker (as defined below) within ten (10) business days following delivery of Tenant’s rejection notice. If Right to Extend is subject and subordinate to the expansion rights (whether such rights are designated as a party fails to timely select a Qualified Brokerright of first offer, the determination right of the Fair Market Rental Value for the Premises shall be made by the Qualified Broker selected by the other party. If each party selects a Qualified Brokerfirst refusal, the two (2) Qualified Brokers selected by Landlord and Tenant shall select a third Qualified Broker by mutual agreement reached within five (5) business days after selection of the first two (2) Qualified Brokers by Landlord and Tenant. Within ten (10) business days after the third Qualified Broker has been selected, all of the Qualified Brokers shall meet to attempt to agree upon the Fair Market Rental Value for the Premises. If the Qualified Brokers are unable to reach agreement, all Qualified Brokers shall, within ten (10) business days after the expiration of the preceding ten (10) business day period, arrange to simultaneously submit to Landlord and Tenant in writing their determinations of Fair Market Rental Value. Landlord shall be responsible for any and all costs associated with the retention of the Qualified Broker selected by Landlord, Tenant shall be responsible for any and all costs associated with the retention of the Qualified Broker selected by Tenant and Landlord and Tenant shall each be responsible for one half (1/2expansion option or otherwise) of any and all costs associated with the retention tenant of the third Qualified BrokerBuilding existing on the date hereof. All brokers selected pursuant to this section shall be (a) a commercial real estate broker licensed in Massachusetts, specializing in the leasing of laboratory space in the Bedford, Billerica and Burlington, Massachusetts submarket, with not less than ten (10) years’ experience in appraising comparable commercial properties in such market and recognized as reputable within the local real estate industry, and (b) independent and none Time is specifically made of the brokers nor their firms shall have been employed by Landlord (with respect to the Building), Tenant or their affiliates for the immediately preceding five (5) years (each such broker being defined herein for purposes essence of this paragraph as a “Qualified Broker”). The Fair Market Rental Value shall be the average (“average” shall refer herein to the sum of the fair market rent determinations divided by the number of brokers) of the fair market rent determinations of the three (3) brokers, unless the highest determination of the three (3) brokers is greater than 10% higher than the next highest determination, in which case it shall be discarded, or unless the lowest of the three (3) determinations is greater than 10% lower than the next lowest determination, in which case it shall be discarded. If one determination is discarded, then the Fair Market Rental Value shall be the average of the remaining two (2) determinations. If both the highest determination and the lowest determination are discarded, then the Fair Market Rental Value shall be the remaining determination. The Fair Market Rental Value for the Premises determined in accordance with the terms hereof shall be final and binding on Landlord and TenantSection.

Right to Extend. Subject to the following, Provided that Tenant shall have the right (the “Extension Option”) to extend the Lease Term for two (2) successive periods of five (5) years each (each, an “Term Extension” and collectively the “Term Extensions”), by giving Landlord written notice (the “Renewal Notice”) irrevocably exercising such extension, which notice must be received by Landlord is not later than the date twelve (12) months prior to the otherwise applicable last day of the Lease Term (as the same may have been extended for the first Term Extension), time being of the essence. If each such extension is timely and properly exercised, the Lease Term shall be automatically extended to include the applicable Term Extension upon the same terms and conditions except that (i) during the second Term Extension, Tenant shall have no further option to extend the Term, (ii) the Base Rent for each Term Extension shall be the greater of (a) ninety-five (95%) of the Fair Market Rental Value for the Premises as determined in accordance with the terms hereof, and (b) the Base Rent then in effect immediately prior to the extension of the then current Term Default under any provision of this Agreement, and (iii) Landlord shall have no obligation to prepare, refurbish or construct the Premises or any part thereof prior to the commencement of the Extension Term or otherwise provide any amount of free rent or improvement allowance in respect of the Premises. Any exercise of an Extension Option by Tenant as provided herein shall be irrevocable. If for any reason the Fair Market Rental Value has not been determined as of the commencement date of the Term Extension, Tenant initially shall pay Base Rent in an amount equal to one hundred three percent (103%) of the Base Rent in effect immediately prior to the commencement date of the Term Extension , with a retroactive adjustment to be made within fourteen (14) days after the determination of Fair Market Rental Value. If Tenant exercises the Extension Option, within fifteen (15) days after the determination of the Fair Market Rental Value for the Premises as herein provided, the Landlord and Tenant shall execute an amendment to this Lease confirming same, provided that the failure of either party to do so shall not affect the rights and obligations of the parties hereunder. Tenant shall not be entitled to exercise its extension right pursuant to the terms of this Section if, at the time of exercise of the extension right granted herein, and provided further that Tenant is occupying the entire Premises and has not assigned or sublet any of its interest in this Lease (except in connection with a Permitted Transfer of this Lease to an Affiliate as described in Section 9.1(e) hereof), Tenant may extend the Term of this Lease for one period of 24 months. Tenant shall exercise its right to extend the Term by and only by delivering to Landlord, not less than 9 months nor more than 12 months prior to the expiration date of the Term, Tenant’s written notice of its irrevocable commitment to extend (the “Commitment Notice”). Should Tenant fail timely to deliver the Commitment Notice, then this extension right shall thereupon lapse and be of no further force or effect. The Basic Rent payable under the Lease during the extension of the Term shall be at the prevailing market rental rate (including periodic adjustments) for comparable and similarly improved office space in the Building as of the commencement of the Term Extensionextension period, (i) Tenant is in default beyond any applicable notice and cure period provided in this Leaseas determined by Landlord, or (ii) this Lease is not in full force and effectbased on a reasonable extrapolation of Landlord’s then-current leasing rates. In no event shall the event Tenant timely delivers its Renewal Notice as set forth abovemonthly Basic Rent payable for the extension period be less than the Basic Rent payable during the month immediately preceding the commencement of such extension period. Promptly following receipt of the Commitment Notice, Landlord shall notify Tenant prepare an appropriate amendment to the Lease memorializing the extension of the applicable Fair Market Rental Value as determined by Term in accordance with the foregoing, and Tenant shall duly execute and return same to Landlord within thirty (30) days after receipt of Tenant’s Renewal Notice. Tenant shall, within fifteen (15) days after receipt of Landlord’s determination of the Fair Market Rental Value, notify Landlord in writing whether Tenant accepts or rejects Landlord’s determination of the Fair Market Rental Value15 days. If Tenant fails timely to notify Landlord that it rejects Landlord’s determination of the Fair Market Rental Value within such fifteen (15) day period (time being of the essence), Tenant shall be deemed to have irrevocably accepted Landlord’s determination of the Fair Market Rental Value. If Tenant rejects Landlord’s determination of the Fair Market Rental Value within such fifteen (15) day period (time being of the essence)do so, then Landlord and Tenant shall each select a Qualified Broker (as defined below) within ten (10) business days following delivery of Landlord, at its sole discretion, may either enforce its rights under this Section or, upon written notice to Tenant, elect to cause Tenant’s rejection notice. If a party fails right to timely select a Qualified Broker, the determination of the Fair Market Rental Value for the Premises shall extend to be made by the Qualified Broker selected by the other party. If each party selects a Qualified Broker, the two (2) Qualified Brokers selected by Landlord and Tenant shall select a third Qualified Broker by mutual agreement reached within five (5) business days after selection of the first two (2) Qualified Brokers by Landlord and Tenant. Within ten (10) business days after the third Qualified Broker has been selected, all of the Qualified Brokers shall meet to attempt to agree upon the Fair Market Rental Value for the Premises. If the Qualified Brokers are unable to reach agreement, all Qualified Brokers shall, within ten (10) business days after the expiration of the preceding ten (10) business day period, arrange to simultaneously submit to Landlord and Tenant in writing their determinations of Fair Market Rental Value. Landlord shall be responsible for any and all costs associated with the retention of the Qualified Broker selected by Landlord, Tenant shall be responsible for any and all costs associated with the retention of the Qualified Broker selected by Tenant and Landlord and Tenant shall each be responsible for one half (1/2) of any and all costs associated with the retention of the third Qualified Broker. All brokers selected pursuant to this section shall be (a) a commercial real estate broker licensed in Massachusetts, specializing in the leasing of laboratory space in the Bedford, Billerica and Burlington, Massachusetts submarket, with not less than ten (10) years’ experience in appraising comparable commercial properties in such market and recognized as reputable within the local real estate industry, and (b) independent and none of the brokers nor their firms shall have been employed by Landlord (with respect to the Building), Tenant or their affiliates for the immediately preceding five (5) years (each such broker being defined herein for purposes of this paragraph as a “Qualified Broker”). The Fair Market Rental Value shall be the average (“average” shall refer herein to the sum of the fair market rent determinations divided by the number of brokers) of the fair market rent determinations of the three (3) brokers, unless the highest determination of the three (3) brokers is greater than 10% higher than the next highest determinationextinguished, in which case it event this Lease shall terminate as of the originally scheduled date of expiration. Should Landlord elect the latter, then this Lease shall terminate upon the scheduled date of expiration and Tenant’s rights under this paragraph shall be discarded, of no further force or unless the lowest of the three (3) determinations is greater than 10% lower than the next lowest determination, in which case it shall be discarded. If one determination is discarded, then the Fair Market Rental Value shall be the average of the remaining two (2) determinations. If both the highest determination and the lowest determination are discarded, then the Fair Market Rental Value shall be the remaining determination. The Fair Market Rental Value for the Premises determined in accordance with the terms hereof shall be final and binding on Landlord and Tenanteffect.

Right to Extend. Subject Provided that Tenant is not in Default under any provision of this Lease at the time of exercise of the extension right granted herein, and provided further that Tenant is occupying the entire Premises and has not assigned or sublet any of its interest in this Lease (except in connection with a Permitted Transfer of this Lease to the followingan Affiliate as described in Section 9.2 hereof), Tenant may extend the Term of this Lease for one period of 36 months. Tenant shall have the exercise its right (the “Extension Option”) to extend the Lease Term for two (2) successive periods of five (5) years each (eachby and only by delivering to Landlord, an “Term Extension” and collectively the “Term Extensions”), by giving Landlord written notice (the “Renewal Notice”) irrevocably exercising such extension, which notice must be received by Landlord not later less than the date twelve (12) 12 months nor more than 15 months prior to the otherwise applicable last day expiration date of the Lease Term (as the same may have been extended for the first Term Extension), time being of the essence. If each such extension is timely and properly exercised, the Lease Term shall be automatically extended to include the applicable Term Extension upon the same terms and conditions except that (i) during the second Term Extension, Tenant shall have no further option to extend the Term, Tenant’s written notice of its irrevocable commitment to extend (ii) the Base “Commitment Notice”). Should Tenant fail timely to deliver the Commitment Notice, then this extension right shall thereupon lapse and be of no further force or effect. The Basic Rent for each Term Extension shall be payable under the greater of (a) ninety-five (95%) of the Fair Market Rental Value for the Premises as determined in accordance with the terms hereof, and (b) the Base Rent then in effect immediately prior to Lease during the extension of the then Term shall be at the prevailing market rental rate (including periodic adjustments) for comparable and similarly improved office space in the Building and Project as of the commencement of the extension period, as determined by Landlord, based on a reasonable extrapolation of Landlord’s then-current Term of this Agreementleasing rates (“Prevailing Rate”). In the event there are not sufficient comparables within the Project to determine the Prevailing Rate, and (iii) Landlord shall use the following projects owned by Landlord or its affiliates, subject to appropriate adjustments for comparison purposes, for its determination of the Prevailing Rate: MacArthur Court, Irvine Towers and Newport Gateway. In the event that the parties are not able to agree on the Prevailing Rate within 120 days prior to the expiration date of the Term, then either party may elect, by written notice to the other party, to cause said rental, including subsequent adjustments, to be determined by appraisal as follows. Within 10 days following receipt of such appraisal election, the parties shall attempt to agree on an appraiser to determine the Prevailing Rate. If the parties are unable to agree in that time, then each party shall designate an appraiser within 10 days thereafter. Should either party fail to so designate an appraiser within that time, then the appraiser designated by the other party shall determine the Prevailing Rate. Should each of the parties timely designate an appraiser, than the two appraisers so designated shall appoint a third appraiser who shall, acting alone, determine the fair market rental value of the Premises. Any appraiser designated hereunder shall have no obligation an M.A.I. certification or equivalent with not less than 5 years’ experience in the valuation of commercial office buildings in Orange County, California. Within 10 days following the selection of the appraiser, Landlord and Tenant shall each submit in writing to preparethe appraiser its determination of the rental rate for the extension period (respectively, refurbish the “Landlord’s Determination” and the “Tenant’s Determination”). Should either party fail timely to submit its rental determination, then the determination of the other party shall be conclusive and binding on the parties. The appraiser shall not disclose to either party the rental determination of the other party until the expiration of that 10 day period or, if sooner, the appraiser’s receipt of both the Landlord’s Determination and the Tenant’s Determination. Within 30 days following the selection of the appraiser and such appraiser’s receipt of the Landlord’s Determination and the Tenant’s Determination, the appraiser shall determine whether the rental rate determined by Landlord or construct by Tenant more accurately reflects Prevailing Rate for the Premises or any part thereof prior Premises, as reasonably extrapolated to the commencement of the Extension Term extension term. Accordingly, either the Landlord’s Determination or otherwise provide the Tenant’s Determination shall be selected by the appraiser as the fair market rental rate for the extension period. In determining such value, the appraiser shall first consider rental comparables for the Building and the Project, provided that if adequate comparables do not exist then the appraiser may consider transactions involving similarly improved space owned by Landlord or its affiliates in the vicinity with appropriate adjustments for differences in location and quality of project. In no event shall the appraiser attribute factors for market tenant improvement allowances or brokerage commissions to reduce said fair market rental. At any amount of free rent or improvement allowance in respect time before the decision of the Premises. Any exercise of an Extension Option appraiser is rendered, either party may, by Tenant as provided herein written notice to the other party, accept the rental terms submitted by the other party, in which event such terms shall be irrevocabledeemed adopted as the agreed fair market rental. If for any reason the Fair Market Rental Value has not been determined as The fees of the commencement date of the Term Extension, Tenant initially appraiser(s) shall pay Base Rent in an amount equal to one hundred three percent (103%) of the Base Rent in effect immediately prior to the commencement date of the Term Extension , with a retroactive adjustment to be made within fourteen (14) days after the determination of Fair Market Rental Valueshared equally by both parties. If Tenant exercises the Extension Option, within fifteen (15) Within 20 days after the determination of the Fair Market Rental Value Prevailing Rate, Landlord shall prepare a reasonably appropriate amendment to this Lease for the Premises as herein provided, the Landlord extension period and Tenant shall execute and return same to Landlord within 10 days. Should the Prevailing Rate not be established by the commencement of the extension period, then Tenant shall continue paying rent at the rate in effect during the last month of the initial Term, and a lump sum adjustment shall be made promptly upon the determination of such new rental. If Tenant fails to timely comply with any of the provisions of this paragraph, Tenant’s right to extend the Term may, at Landlord’s election and in addition to any other remedies that may be available to Landlord, be extinguished, in which event the Lease shall automatically terminate as of the initial expiration date of the Term. Any attempt to assign or transfer any right or interest created by this Section to other than an Affiliate shall be void from its inception. Tenant shall have no other right to extend the Term beyond the single 36 month extension created by this Section. Unless agreed to in a writing signed by Landlord and Tenant, any extension of the Term, whether created by an amendment to this Lease confirming same, provided that the failure of either party to do so shall not affect the rights and obligations or by a holdover of the parties hereunder. Tenant shall not be entitled to exercise its extension right pursuant to the terms of this Section if, at the time of exercise or at the commencement of the Term Extension, (i) Tenant is in default beyond any applicable notice and cure period provided in this LeasePremises by Tenant, or (ii) this Lease is not in full force and effect. In the event Tenant timely delivers its Renewal Notice as set forth aboveotherwise, Landlord shall notify Tenant of the applicable Fair Market Rental Value as determined by Landlord within thirty (30) days after receipt of Tenant’s Renewal Notice. Tenant shall, within fifteen (15) days after receipt of Landlord’s determination of the Fair Market Rental Value, notify Landlord in writing whether Tenant accepts or rejects Landlord’s determination of the Fair Market Rental Value. If Tenant fails to notify Landlord that it rejects Landlord’s determination of the Fair Market Rental Value within such fifteen (15) day period (time being of the essence), Tenant shall be deemed to have irrevocably accepted Landlord’s determination of the Fair Market Rental Valuea part of, and not in addition to, any duly exercised extension period permitted by this paragraph. If Tenant rejects Landlord’s determination of the Fair Market Rental Value within such fifteen (15) day period (time being of the essence), then Landlord and Tenant shall each select a Qualified Broker (as defined below) within ten (10) business days following delivery of Tenant’s rejection notice. If Right to Extend is subject and subordinate to the expansion rights (whether such rights are designated as a party fails to timely select a Qualified Brokerright of first offer, the determination right of the Fair Market Rental Value for the Premises shall be made by the Qualified Broker selected by the other party. If each party selects a Qualified Brokerfirst refusal, the two (2) Qualified Brokers selected by Landlord and Tenant shall select a third Qualified Broker by mutual agreement reached within five (5) business days after selection of the first two (2) Qualified Brokers by Landlord and Tenant. Within ten (10) business days after the third Qualified Broker has been selected, all of the Qualified Brokers shall meet to attempt to agree upon the Fair Market Rental Value for the Premises. If the Qualified Brokers are unable to reach agreement, all Qualified Brokers shall, within ten (10) business days after the expiration of the preceding ten (10) business day period, arrange to simultaneously submit to Landlord and Tenant in writing their determinations of Fair Market Rental Value. Landlord shall be responsible for any and all costs associated with the retention of the Qualified Broker selected by Landlord, Tenant shall be responsible for any and all costs associated with the retention of the Qualified Broker selected by Tenant and Landlord and Tenant shall each be responsible for one half (1/2expansion option or otherwise) of any and all costs associated with the retention tenant of the third Qualified BrokerBuilding or Project existing on the date hereof. All brokers selected pursuant to this section shall be (a) a commercial real estate broker licensed in Massachusetts, specializing in the leasing of laboratory space in the Bedford, Billerica and Burlington, Massachusetts submarket, with not less than ten (10) years’ experience in appraising comparable commercial properties in such market and recognized as reputable within the local real estate industry, and (b) independent and none Time is specifically made of the brokers nor their firms shall have been employed by Landlord (with respect to the Building), Tenant or their affiliates for the immediately preceding five (5) years (each such broker being defined herein for purposes of essence in this paragraph as a “Qualified Broker”). The Fair Market Rental Value shall be the average (“average” shall refer herein to the sum of the fair market rent determinations divided by the number of brokers) of the fair market rent determinations of the three (3) brokers, unless the highest determination of the three (3) brokers is greater than 10% higher than the next highest determination, in which case it shall be discarded, or unless the lowest of the three (3) determinations is greater than 10% lower than the next lowest determination, in which case it shall be discarded. If one determination is discarded, then the Fair Market Rental Value shall be the average of the remaining two (2) determinations. If both the highest determination and the lowest determination are discarded, then the Fair Market Rental Value shall be the remaining determination. The Fair Market Rental Value for the Premises determined in accordance with the terms hereof shall be final and binding on Landlord and TenantSection.

Right to Extend. Subject to Provided that Tenant is not in Default under any provision of this Lease at the followingtime of exercise of the extension right granted herein, and provided further that Tenant is occupying the entire Premises and has not assigned or sublet any of its interest in this Lease (except in connection with a Permitted Transfer of this Lease as described in Section 9.2 hereof), Tenant may extend the Term of this Lease for one period of 60 months. Tenant shall have the exercise its right (the “Extension Option”) to extend the Lease Term for two (2) successive periods of five (5) years each (eachby and only by delivering to Landlord, an “Term Extension” and collectively the “Term Extensions”), by giving Landlord written notice (the “Renewal Notice”) irrevocably exercising such extension, which notice must be received by Landlord not later less than the date twelve (12) 9 months nor more than 12 months prior to the otherwise applicable last day expiration date of the Lease Term (as the same may have been extended for the first Term Extension), time being of the essence. If each such extension is timely and properly exercised, the Lease Term shall be automatically extended to include the applicable Term Extension upon the same terms and conditions except that (i) during the second Term Extension, Tenant shall have no further option to extend the Term, Xxxxxx’s written notice of its irrevocable commitment to extend (ii) the Base “Commitment Notice”). Should Tenant fail timely to deliver the Commitment Notice, then this extension right shall thereupon lapse and be of no further force or effect. The Basic Rent for each Term Extension shall be payable under the greater of (a) ninety-five (95%) of the Fair Market Rental Value for the Premises as determined in accordance with the terms hereof, and (b) the Base Rent then in effect immediately prior to Lease during the extension of the Term shall be at the prevailing market rental rate (including periodic adjustments) for comparable and similarly improved office space being leased by Landlord in the Project or other comparable projects owned by Landlord in the Irvine Spectrum area as of the commencement of the extension period, based on a reasonable extrapolation of Landlord’s then-current leasing rates (the “Prevailing Rate”); provided that such Basic Rent shall in no event be less than the Basic Rent payable by Xxxxxx during the final month of the Term. In the event that the parties are not able to agree on the Prevailing Rate within 120 days prior to the expiration date of the Term, then current Term either party may elect, by written notice to the other party, to cause said rental, including subsequent adjustments, to be determined by appraisal as follows. Within 10 days following receipt of this Agreementsuch appraisal election, and (iii) Landlord the parties shall attempt to agree on an appraiser to determine the Prevailing Rate. If the parties are unable to agree in that time, then each party shall designate an appraiser within 10 days thereafter. Should either party fail to so designate an appraiser within that time, then the appraiser designated by the other party shall determine the Prevailing Rate. Should each of the parties timely designate an appraiser, than the two appraisers so designated shall appoint a third appraiser who shall, acting alone, determine the fair market rental value of the Premises. Any appraiser designated hereunder shall have no obligation an M.A.I. certification or equivalent with not less than 5 years’ experience in the valuation of commercial office buildings in Orange County, California. Within 10 days following the selection of the appraiser, Landlord and Tenant shall each submit in writing to preparethe appraiser its determination of the rental rate for the extension period (respectively, refurbish the “Landlord’s Determination” and the “Tenant’s Determination”). Should either party fail timely to submit its rental determination, then the determination of the other party shall be conclusive and binding on the parties. The appraiser shall not disclose to either party the rental determination of the other party until the expiration of that 10 day period or, if sooner, the appraiser’s receipt of both the Landlord’s Determination and the Tenant’s Determination. Within 30 days following the selection of the appraiser and such appraiser’s receipt of the Landlord’s Determination and the Tenant’s Determination, the appraiser shall determine whether the rental rate determined by Landlord or construct by Tenant more accurately reflects Prevailing Rate for the Premises or any part thereof prior Premises, as reasonably extrapolated to the commencement of the Extension Term extension term. Accordingly, either the Landlord’s Determination or otherwise provide the Tenant’s Determination shall be selected by the appraiser as the fair market rental rate for the extension period. In determining such value, the appraiser shall first consider rental comparables for the Building and the Project, provided that if adequate comparables do not exist then the appraiser may consider transactions involving similarly improved space owned by Landlord or its affiliates in the vicinity with appropriate adjustments for differences in location and quality of project. In no event shall the appraiser attribute factors for market tenant improvement allowances or brokerage commissions to reduce said fair market rental. At any amount of free rent or improvement allowance in respect time before the decision of the Premises. Any exercise of an Extension Option appraiser is rendered, either party may, by Tenant as provided herein written notice to the other party, accept the rental terms submitted by the other party, in which event such terms shall be irrevocabledeemed adopted as the agreed fair market rental. If for any reason the Fair Market Rental Value has not been determined as The fees of the commencement date of the Term Extension, Tenant initially appraiser(s) shall pay Base Rent in an amount equal to one hundred three percent (103%) of the Base Rent in effect immediately prior to the commencement date of the Term Extension , with a retroactive adjustment to be made within fourteen (14) days after the determination of Fair Market Rental Valueshared equally by both parties. If Tenant exercises the Extension Option, within fifteen (15) Within 20 days after the determination of the Fair Market Rental Value Prevailing Rate, Landlord shall prepare a reasonably appropriate amendment to this Lease for the Premises as herein provided, the Landlord extension period and Tenant shall execute an amendment and return same to this Lease confirming same, provided that Landlord within 10 days. Should the failure of either party to do so shall not affect the rights and obligations of the parties hereunder. Tenant shall Prevailing Rate not be entitled to exercise its extension right pursuant to the terms of this Section if, at the time of exercise or at established by the commencement of the Term Extensionextension period, (i) then Tenant is shall continue paying rent at the rate in default beyond any applicable notice and cure period provided in this Lease, or (ii) this Lease is not in full force and effect. In effect during the event Tenant timely delivers its Renewal Notice as set forth above, Landlord shall notify Tenant last month of the applicable Fair Market Rental Value as determined by Landlord within thirty (30) days after receipt of Tenant’s Renewal Notice. Tenant shallinitial Term, within fifteen (15) days after receipt of Landlord’s and a lump sum adjustment shall be made promptly upon the determination of the Fair Market Rental Value, notify Landlord in writing whether Tenant accepts or rejects Landlord’s determination of the Fair Market Rental Valuesuch new rental. If Tenant fails to notify Landlord that it rejects timely comply with any of the provisions of this paragraph, Xxxxxx’s right to extend the Term may, at Landlord’s determination election and in addition to any other remedies that may be available to Landlord, be extinguished, in which event the Lease shall automatically terminate as of the Fair Market Rental Value within such fifteen (15) day period (time being initial expiration date of the essence), Term. Any attempt to assign or transfer any right or interest created by this Section to other than in connection with a Permitted Transfer shall be void from its inception. Tenant shall be deemed have no other right to have irrevocably accepted Landlord’s determination of extend the Fair Market Rental ValueTerm beyond the single 60-month extension created by this Section. If Tenant rejects Landlord’s determination of the Fair Market Rental Value within such fifteen (15) day period (time being of the essence), then Landlord and Tenant shall each select Unless agreed to in a Qualified Broker (as defined below) within ten (10) business days following delivery of Tenant’s rejection notice. If a party fails to timely select a Qualified Broker, the determination of the Fair Market Rental Value for the Premises shall be made by the Qualified Broker selected by the other party. If each party selects a Qualified Broker, the two (2) Qualified Brokers selected by Landlord and Tenant shall select a third Qualified Broker by mutual agreement reached within five (5) business days after selection of the first two (2) Qualified Brokers writing signed by Landlord and Tenant. Within ten (10) business days after the third Qualified Broker has been selected, all any extension of the Qualified Brokers shall meet Term, whether created by an amendment to attempt to agree upon the Fair Market Rental Value for the Premises. If the Qualified Brokers are unable to reach agreement, all Qualified Brokers shall, within ten (10) business days after the expiration Lease or by a holdover of the preceding ten (10) business day periodPremises by Tenant, arrange to simultaneously submit to Landlord and Tenant in writing their determinations of Fair Market Rental Value. Landlord or otherwise, shall be responsible for deemed a part of, and not in addition to, any and all costs associated with the retention duly exercised extension period permitted by this paragraph. Time is specifically made of the Qualified Broker selected by Landlord, Tenant shall be responsible for any and all costs associated with the retention of the Qualified Broker selected by Tenant and Landlord and Tenant shall each be responsible for one half (1/2) of any and all costs associated with the retention of the third Qualified Broker. All brokers selected pursuant to essence in this section shall be (a) a commercial real estate broker licensed in Massachusetts, specializing in the leasing of laboratory space in the Bedford, Billerica and Burlington, Massachusetts submarket, with not less than ten (10) years’ experience in appraising comparable commercial properties in such market and recognized as reputable within the local real estate industry, and (b) independent and none of the brokers nor their firms shall have been employed by Landlord (with respect to the Building), Tenant or their affiliates for the immediately preceding five (5) years (each such broker being defined herein for purposes of this paragraph as a “Qualified Broker”). The Fair Market Rental Value shall be the average (“average” shall refer herein to the sum of the fair market rent determinations divided by the number of brokers) of the fair market rent determinations of the three (3) brokers, unless the highest determination of the three (3) brokers is greater than 10% higher than the next highest determination, in which case it shall be discarded, or unless the lowest of the three (3) determinations is greater than 10% lower than the next lowest determination, in which case it shall be discarded. If one determination is discarded, then the Fair Market Rental Value shall be the average of the remaining two (2) determinations. If both the highest determination and the lowest determination are discarded, then the Fair Market Rental Value shall be the remaining determination. The Fair Market Rental Value for the Premises determined in accordance with the terms hereof shall be final and binding on Landlord and TenantSection.

Right to Extend. Subject Provided that Tenant is not in Default under any provision of the Lease at the time of exercise of the extension right granted herein, and provided further that Tenant is occupying the entire Premises and has not assigned or sublet any of its interest in the Lease (except in connection with a Permitted Transfer of this Lease to the followinga Tenant Affiliate), Tenant may extend the Term of the Lease for one period of 60 months. Tenant shall have the exercise its right (the “Extension Option”) to extend the Lease Term for two (2) successive periods of five (5) years each (eachby and only by delivering to Landlord, an “Term Extension” and collectively the “Term Extensions”), by giving Landlord written notice (the “Renewal Notice”) irrevocably exercising such extension, which notice must be received by Landlord not later less than the date twelve (12) 9 months nor more than 12 months prior to the otherwise applicable last day expiration date of the Term, Tenant’s written notice of its irrevocable commitment to extend (the “Commitment Notice”). Should Tenant fail timely to deliver the Commitment Notice, then this extension right shall thereupon lapse and be of no further force or effect. The Basic Rent payable under the Lease Term (as during the same may have been extended for the first Term Extension), time being extension of the essence. If each such extension is timely and properly exercised, the Lease Term shall be automatically extended at the prevailing market rental rate (including periodic adjustments) for comparable and similarly improved office space and buildings in the University Towne Center market of San Diego as of the commencement of the extension period, as determined by Landlord, based on a reasonable extrapolation of Landlord’s then-current leasing rates taking into consideration any rent concessions, tenant improvements paid by Landlord or other leasing concessions customarily provided by Landlord. Promptly following receipt of the Commitment Notice, Landlord shall prepare an appropriate amendment to include the applicable Lease memorializing the extension of the Term Extension in accordance with the foregoing, and Tenant shall duly execute and return same to Landlord within 20 days. If Tenant fails timely to do so, then Landlord, at its sole discretion, may either enforce its rights under this Section or, upon written notice to Tenant, elect to cause Tenant’s right to extend to be extinguished, in which event the Lease shall terminate as of the originally scheduled date of expiration. Should Landlord elect the latter, then the Lease shall terminate upon the same terms scheduled date of expiration and conditions except that (i) during the second Term Extension, Tenant’s rights under this paragraph shall be of no further force or effect. Any attempt to assign or transfer any right or interest created by this paragraph to other than a Tenant Affiliate shall be void from its inception. Tenant shall have no further option other right to extend the TermTerm beyond the single 60 month extension created by this paragraph. Unless agreed to in a writing signed by Landlord and Tenant, (ii) the Base Rent for each Term Extension shall be the greater of (a) ninety-five (95%) of the Fair Market Rental Value for the Premises as determined in accordance with the terms hereof, and (b) the Base Rent then in effect immediately prior to the any extension of the then current Term of this AgreementTerm, and (iii) Landlord shall have no obligation to prepare, refurbish or construct the Premises or any part thereof prior to the commencement of the Extension Term or otherwise provide any amount of free rent or improvement allowance in respect of the Premises. Any exercise of an Extension Option whether created by Tenant as provided herein shall be irrevocable. If for any reason the Fair Market Rental Value has not been determined as of the commencement date of the Term Extension, Tenant initially shall pay Base Rent in an amount equal to one hundred three percent (103%) of the Base Rent in effect immediately prior to the commencement date of the Term Extension , with a retroactive adjustment to be made within fourteen (14) days after the determination of Fair Market Rental Value. If Tenant exercises the Extension Option, within fifteen (15) days after the determination of the Fair Market Rental Value for the Premises as herein provided, the Landlord and Tenant shall execute an amendment to this Lease confirming same, provided that the failure of either party to do so shall not affect the rights and obligations or by a holdover of the parties hereunder. Tenant shall not be entitled to exercise its extension right pursuant to the terms of this Section if, at the time of exercise or at the commencement of the Term Extension, (i) Tenant is in default beyond any applicable notice and cure period provided in this LeasePremises by Tenant, or (ii) this Lease is not in full force and effect. In the event Tenant timely delivers its Renewal Notice as set forth aboveotherwise, Landlord shall notify Tenant of the applicable Fair Market Rental Value as determined by Landlord within thirty (30) days after receipt of Tenant’s Renewal Notice. Tenant shall, within fifteen (15) days after receipt of Landlord’s determination of the Fair Market Rental Value, notify Landlord in writing whether Tenant accepts or rejects Landlord’s determination of the Fair Market Rental Value. If Tenant fails to notify Landlord that it rejects Landlord’s determination of the Fair Market Rental Value within such fifteen (15) day period (time being of the essence), Tenant shall be deemed to have irrevocably accepted Landlord’s determination of the Fair Market Rental Valuea part of, and not in addition to, any duly exercised extension period permitted by this Section. If Tenant rejects Landlord’s determination of the Fair Market Rental Value within such fifteen (15) day period (time being of the essence), then Landlord and Tenant shall each select a Qualified Broker (as defined below) within ten (10) business days following delivery of Tenant’s rejection notice. If Right to Extend is subject and subordinate to the expansion rights (whether such rights are designated as a party fails to timely select a Qualified Brokerright of first offer, the determination right of the Fair Market Rental Value for the Premises shall be made by the Qualified Broker selected by the other party. If each party selects a Qualified Brokerfirst refusal, the two (2) Qualified Brokers selected by Landlord and Tenant shall select a third Qualified Broker by mutual agreement reached within five (5) business days after selection of the first two (2) Qualified Brokers by Landlord and Tenant. Within ten (10) business days after the third Qualified Broker has been selected, all of the Qualified Brokers shall meet to attempt to agree upon the Fair Market Rental Value for the Premises. If the Qualified Brokers are unable to reach agreement, all Qualified Brokers shall, within ten (10) business days after the expiration of the preceding ten (10) business day period, arrange to simultaneously submit to Landlord and Tenant in writing their determinations of Fair Market Rental Value. Landlord shall be responsible for any and all costs associated with the retention of the Qualified Broker selected by Landlord, Tenant shall be responsible for any and all costs associated with the retention of the Qualified Broker selected by Tenant and Landlord and Tenant shall each be responsible for one half (1/2expansion option or otherwise) of any and all costs associated with the retention tenant of the third Qualified BrokerBuilding existing on the date hereof. All brokers selected pursuant to this section shall be (a) a commercial real estate broker licensed in Massachusetts, specializing in the leasing of laboratory space in the Bedford, Billerica and Burlington, Massachusetts submarket, with not less than ten (10) years’ experience in appraising comparable commercial properties in such market and recognized as reputable within the local real estate industry, and (b) independent and none Time is specifically made of the brokers nor their firms shall have been employed by Landlord (with respect to the Building), Tenant or their affiliates for the immediately preceding five (5) years (each such broker being defined herein for purposes essence of this paragraph as a “Qualified Broker”). The Fair Market Rental Value shall be the average (“average” shall refer herein to the sum of the fair market rent determinations divided by the number of brokers) of the fair market rent determinations of the three (3) brokers, unless the highest determination of the three (3) brokers is greater than 10% higher than the next highest determination, in which case it shall be discarded, or unless the lowest of the three (3) determinations is greater than 10% lower than the next lowest determination, in which case it shall be discarded. If one determination is discarded, then the Fair Market Rental Value shall be the average of the remaining two (2) determinations. If both the highest determination and the lowest determination are discarded, then the Fair Market Rental Value shall be the remaining determination. The Fair Market Rental Value for the Premises determined in accordance with the terms hereof shall be final and binding on Landlord and TenantSection.

Right to Extend. Subject to the following, Tenant shall have is hereby granted the right (the “Extension Option”) to extend the this Lease Term for two (2) successive periods a term of five (5) years each commencing March 1, 2001 and terminating February 28, 2006 (each, an “Term Extension” and collectively the “Term Extensions”), by giving Landlord "Extended Term") subject to the following conditions: (a) Tenant serves written notice on Landlord of its intent to extend the term not less than two hundred ten (the “Renewal Notice”210) irrevocably exercising such extension, which notice must be received by Landlord not later than the date twelve (12) months days prior to the otherwise applicable last day expiration of the Lease Term original term (as the same may have been extended for the first Term Extension"Extension Notice"), time being of the essence. If each such extension is timely and properly exercised, the Lease Term shall be automatically extended to include the applicable Term Extension upon the same terms and conditions except that (i) during the second Term Extension, Tenant shall have no further option to extend the Term, (ii) the Base Rent for each Term Extension shall be the greater of (a) ninety-five (95%) of the Fair Market Rental Value for the Premises as determined in accordance with the terms hereof, and ; (b) Tenant is not in default under the Base Rent then in effect immediately prior to the extension of the then current Term of this Agreement, and (iii) Landlord shall have no obligation to prepare, refurbish or construct the Premises or any part thereof prior to the commencement of the Extension Term or otherwise provide any amount of free rent or improvement allowance in respect of the Premises. Any exercise of an Extension Option by Tenant as provided herein shall be irrevocable. If for any reason the Fair Market Rental Value has not been determined as of the commencement date of the Term Extension, Tenant initially shall pay Base Rent in an amount equal to one hundred three percent (103%) of the Base Rent in effect immediately prior to the commencement date of the Term Extension , with a retroactive adjustment to be made within fourteen (14) days after the determination of Fair Market Rental Value. If Tenant exercises the Extension Option, within fifteen (15) days after the determination of the Fair Market Rental Value for the Premises as herein provided, the Landlord and Tenant shall execute an amendment to this Lease confirming same, provided that the failure of either party to do so shall not affect the rights and obligations of the parties hereunder. Tenant shall not be entitled to exercise its extension right pursuant to the terms of this Section if, at the time of exercise it serves the said notice or at the commencement of the Extended Term; (c) the base rental payable by Tenant during the Extended Term Extensionshall be the "prevailing market rental rate" as hereinafter defined and (d) during the Extended Term, (i) Tenant all terms and conditions of the Lease shall remain in effect and unchanged except for the Base Rental pursuant to this Section. As used herein, the "prevailing market rental rate" shall mean and refer to the rent at which Landlord is then marketing space in default beyond any applicable notice and cure period provided the Building, comparable to the premises. If there is no comparable space being marketed in this Lease, or (ii) this Lease is not in full force and effect. In the event Tenant timely delivers its Renewal Notice as set forth aboveBuilding, Landlord and Tenant shall notify Tenant of attempt to agree upon the applicable Fair Market Rental Value as determined by Landlord prevailing market rental rate within thirty (30) days after of the date of receipt by Landlord of Tenant’s Renewal the Extension Notice. If Landlord and Tenant shall, are unable to agree upon the prevailing market rate within fifteen said thirty (15) days after receipt of Landlord’s determination of the Fair Market Rental Value, notify Landlord in writing whether Tenant accepts or rejects Landlord’s determination of the Fair Market Rental Value. If Tenant fails to notify Landlord that it rejects Landlord’s determination of the Fair Market Rental Value within such fifteen (1530) day period (time being of the essence)period, Tenant shall be deemed to have irrevocably accepted Landlord’s determination of the Fair Market Rental Value. If Tenant rejects Landlord’s determination of the Fair Market Rental Value within such fifteen (15) day period (time being of the essence), then Landlord and Tenant shall each select a Qualified Broker real estate broker or appraiser or other qualified person experienced in determining market rental rates. The brokers or appraisers shall make their determination in writing within forty-five (as defined below45) days of the date of the receipt by Landlord of the Extension Notice. If the valuations determined by the said brokers or appraisers are within ten (10%) business days following delivery percent of Tenant’s rejection noticeone another, the average of the two valuations shall be the prevailing market rental rate and as such, shall be the Base Rent payable of Tenant during the Extended Term. If a party fails to timely select a Qualified Broker, the determination valuations are not within ten (10%) percent of the Fair Market Rental Value for the Premises shall be made by the Qualified Broker selected by the other party. If each party selects a Qualified Brokerone another, the two (2) Qualified Brokers selected by Landlord and Tenant brokers or appraisers shall select a third Qualified Broker qualified person. The third qualified person shall make his or her determination in writing within thirty (30) days of his or her selection. In such event, the prevailing market rate (and the Base Rental payable by mutual agreement reached within five (5Tenant during the Extended Term) business days after selection shall be defined as the average of the first two closest (2in terms of dollars) Qualified Brokers of the three valuations. Each party shall be responsible for paying for its own valuation pursuant to this section; provided, however, that the cost of the third appraiser or broker shall be shared equally by Landlord and Tenant. Within ten (10) business days after the third Qualified Broker has been selected, all of the Qualified Brokers shall meet to attempt to agree upon the Fair Market Rental Value for the Premises. If the Qualified Brokers are unable to reach agreement, all Qualified Brokers shall, within ten (10) business days after the expiration of the preceding ten (10) business day period, arrange to simultaneously submit to Landlord and Tenant in writing their determinations of Fair Market Rental Value. Landlord shall be responsible for any and all costs associated with the retention of the Qualified Broker selected by Landlord, Tenant shall be responsible for any and all costs associated with the retention of the Qualified Broker selected by Tenant and Landlord and Tenant shall each be responsible for one half (1/2) of any and all costs associated with the retention of the third Qualified Broker. All brokers selected pursuant to this section shall be (a) a commercial real estate broker licensed in Massachusetts, specializing in the leasing of laboratory space in the Bedford, Billerica and Burlington, Massachusetts submarket, with not less than ten (10) years’ experience in appraising comparable commercial properties in such market and recognized as reputable within the local real estate industry, and (b) independent and none of the brokers nor their firms shall have been employed by Landlord (with respect to the Building), Tenant or their affiliates for the immediately preceding five (5) years (each such broker being defined herein for purposes of this paragraph as a “Qualified Broker”). The Fair Market Rental Value shall be the average (“average” shall refer herein to the sum of the fair market rent determinations divided by the number of brokers) of the fair market rent determinations of the three (3) brokers, unless the highest determination of the three (3) brokers is greater than 10% higher than the next highest determinationNotwithstanding anything contained herein, in which case it no event shall be discarded, or unless the lowest of the three (3) determinations is greater than 10% lower than the next lowest determination, in which case it shall be discarded. If one determination is discarded, then the Fair Market Rental Value shall be the average of the remaining two (2) determinations. If both the highest determination and the lowest determination are discarded, then the Fair Market Rental Value shall be the remaining determination. The Fair Market Rental Value for the Premises determined in accordance with the terms hereof shall be final and binding on Landlord and Tenant.the

Right to Extend. Subject to the followingProvided that Tenant is not then in default under any provision of this Lease, Tenant shall have the right (the “Extension Option”) to extend the Lease Phase I Term, Phase II Term, and/or the Phase III Term for two one (21) successive periods period of five sixty (560) years months each (eachcollectively, an “Term Extension” and collectively the “Term ExtensionsPhase Extension Term”). Tenant shall exercise such rights to extend by and only by delivering to Landlord, by giving Landlord written notice (the “Renewal Notice”) irrevocably exercising such extension, which notice must be received by Landlord not later less than the date twelve (12) months or more than fourteen (14) months prior to the otherwise applicable last day scheduled expiration date of the Lease Term (Phase I Term, Phase II Term, and Phase III Term, as the same may have been extended for the first Term Extension)applicable, time being Tenant’s written notice of the essence. If each such extension is timely and properly exercised, the Lease Term shall be automatically extended its irrevocable election to include extend the applicable Term Extension upon Phase (the same terms “Exercise Notice”). It is understood that should Tenant fail timely to exercise its extension right as to any Phase, then Tenant’s rights under this Section with respect to that Phase shall lapse and conditions except that (i) during the second Term Extension, Tenant shall have no further option right to extend the Term, (ii) Term of that Phase or of any subsequent Phase. The Basic Rent payable under the Base Rent for Lease during each Phase Extension Term Extension shall be at the greater of (a) ninety-five (95%) prevailing rental rate and other economic terms for commercial space being leased in the Project and in other comparable projects in the vicinity with a term commencing at or about the commencement of the Fair Market Rental Value for applicable extension period (the Premises “Prevailing Rate”); provided that greatest weight shall be given to transaction within the Project. In determining the Prevailing Rate, consideration shall be given to recent new and renewal leases with non-equity tenants. The Prevailing Rate shall reflect the rental rate and terms payable in those third party transactions, taking into account pertinent economic concessions then generally being granted by landlords such as determined in accordance with the terms hereof“free rent,” parking charge limitations, and the like. It is understood, however, that no consideration shall be given to brokerage commissions, lease “takeover” payments, moving allowances, or tenant improvement allowances (bother than retrofit allowances granted to renewal tenants). The rental rates payable in any third party transactions executed more than six (6) the Base Rent then in effect immediately prior to the extension of the then current Term of this Agreement, and (iii) Landlord shall have no obligation to prepare, refurbish or construct the Premises or any part thereof months prior to the commencement of the Extension Term or otherwise provide any amount of free rent or improvement allowance in respect of the Premises. Any exercise of an Extension Option by Tenant as provided herein extension period shall be irrevocablereasonably extrapolated; if applicable, to reflect anticipated changes in the Prevailing Rate based on current rental trends. If for any reason the Fair Market Rental Value has Following Tenant’s delivery of each Exercise Notice, but not been determined as of the commencement date of the Term Extension, Tenant initially shall pay Base Rent in an amount equal to one hundred three percent later than nine (103%9) of the Base Rent in effect immediately months prior to the commencement date Expiration Date of the Phase I, Phase II, or Phase III Term, as applicable, Landlord shall notify Tenant in writing (“Landlord’s Notice”) of Landlord’s calculation of the Prevailing Rate for the applicable Phase Extension Term Extension based on the foregoing criteria. Should Tenant dispute Landlord’s calculation, with a retroactive adjustment then Tenant may, by written notice to be made Landlord within fourteen thirty (1430) days after following Landlord’s Notice, submit the reasonableness of Landlord’s calculation of the Prevailing Rate to arbitration in accordance with Section 22.7 of the Lease (the “Arbitration Election”). Should Tenant fail timely to make the Arbitration Election, then Landlord’s determination of Fair Market Rental Valuethe Prevailing Rate shall be conclusive. If Tenant exercises the Extension Option, within fifteen Within twenty (1520) days after the determination of the Fair Market Rental Value Prevailing Rate, Landlord shall prepare a reasonably appropriate amendment to this Lease for the Premises as herein provided, the Landlord applicable Phase Extension Term and Tenant shall execute an amendment and return same to this Lease confirming same, provided that the failure of either party to do so shall not affect the rights and obligations of the parties hereunder. Tenant shall not be entitled to exercise its extension right pursuant to the terms of this Section if, at the time of exercise or at the commencement of the Term Extension, (i) Tenant is in default beyond any applicable notice and cure period provided in this Lease, or (ii) this Lease is not in full force and effect. In the event Tenant timely delivers its Renewal Notice as set forth above, Landlord shall notify Tenant of the applicable Fair Market Rental Value as determined by Landlord within thirty (30) days after receipt of Tenant’s Renewal Notice. Tenant shall, within fifteen (15) days after receipt of Landlord’s determination of the Fair Market Rental Value, notify Landlord in writing whether Tenant accepts or rejects Landlord’s determination of the Fair Market Rental Value. If Tenant fails to notify Landlord that it rejects Landlord’s determination of the Fair Market Rental Value within such fifteen (15) day period (time being of the essence), Tenant shall be deemed to have irrevocably accepted Landlord’s determination of the Fair Market Rental Value. If Tenant rejects Landlord’s determination of the Fair Market Rental Value within such fifteen (15) day period (time being of the essence), then Landlord and Tenant shall each select a Qualified Broker (as defined below) within ten (10) business days following delivery days. Should the Prevailing Rate not be established by the commencement of Tenant’s rejection notice. If any Phase Extension Term, then Tenant shall continue paying rent at the rate in effect during the month preceding such commencement, and a party fails to timely select a Qualified Broker, lump sum adjustment shall be made promptly upon the determination of the Fair Market Rental Value for the Premises such new rental. The right to extend granted in this Section shall be personal to Cisco Systems, Inc., a California corporation, or any Tenant Affiliate to which this Lease may be assigned. Any other attempt to assign or transfer such right shall be void from its inception. Time is specifically made by the Qualified Broker selected by the other party. If each party selects a Qualified Broker, the two (2) Qualified Brokers selected by Landlord and Tenant shall select a third Qualified Broker by mutual agreement reached within five (5) business days after selection of the first two (2) Qualified Brokers by Landlord and Tenant. Within ten (10) business days after the third Qualified Broker has been selected, all of the Qualified Brokers shall meet to attempt to agree upon the Fair Market Rental Value for the Premises. If the Qualified Brokers are unable to reach agreement, all Qualified Brokers shall, within ten (10) business days after the expiration of the preceding ten (10) business day period, arrange to simultaneously submit to Landlord and Tenant essence in writing their determinations of Fair Market Rental Value. Landlord shall be responsible for any and all costs associated with the retention of the Qualified Broker selected by Landlord, Tenant shall be responsible for any and all costs associated with the retention of the Qualified Broker selected by Tenant and Landlord and Tenant shall each be responsible for one half (1/2) of any and all costs associated with the retention of the third Qualified Broker. All brokers selected pursuant to this section shall be (a) a commercial real estate broker licensed in Massachusetts, specializing in the leasing of laboratory space in the Bedford, Billerica and Burlington, Massachusetts submarket, with not less than ten (10) years’ experience in appraising comparable commercial properties in such market and recognized as reputable within the local real estate industry, and (b) independent and none of the brokers nor their firms shall have been employed by Landlord (with respect to the Building), Tenant or their affiliates for the immediately preceding five (5) years (each such broker being defined herein for purposes of this paragraph as a “Qualified Broker”). The Fair Market Rental Value shall be the average (“average” shall refer herein to the sum of the fair market rent determinations divided by the number of brokers) of the fair market rent determinations of the three (3) brokers, unless the highest determination of the three (3) brokers is greater than 10% higher than the next highest determination, in which case it shall be discarded, or unless the lowest of the three (3) determinations is greater than 10% lower than the next lowest determination, in which case it shall be discarded. If one determination is discarded, then the Fair Market Rental Value shall be the average of the remaining two (2) determinations. If both the highest determination and the lowest determination are discarded, then the Fair Market Rental Value shall be the remaining determination. The Fair Market Rental Value for the Premises determined in accordance with the terms hereof shall be final and binding on Landlord and TenantSection.

Right to Extend. Subject to the followingProvided that Tenant is not then in default under any provision of this Lease, Tenant may extend the Term of this Lease for one period of sixty (60) months. Tenant shall have the exercise such right (the “Extension Option”) to extend the Lease Term for two (2) successive periods of five (5) years each (eachby and only by delivering to Landlord, an “Term Extension” and collectively the “Term Extensions”), by giving Landlord written notice (the “Renewal Notice”) irrevocably exercising such extension, which notice must be received by Landlord not later less than the date twelve (12) months prior to the otherwise applicable last day scheduled expiration date of the Term, Tenant's written notice of its irrevocable election to extend (the "Exercise Notice"). Tenant's failure timely to deliver the Exercise Notice shall cause this extension right to lapse and be of no further force or effect. The Basic Rent payable under the Lease Term (as during the same may have been extended for the first Term Extension), time being extension of the essence. If each such extension is timely and properly exercised, the Lease Term shall be automatically extended to include the applicable Term Extension upon the same terms and conditions except that (i) during the second Term Extension, Tenant shall have no further option to extend the Term, (ii) the Base Rent for each Term Extension shall be the greater of (a) at ninety-five percent (95%) of the Fair Market Rental Value prevailing rental rate and other economic terms for office space being leased by Landlord in the Premises Building and the 8105 Building with a term commencing at or about the commencement of the applicable extension period, as determined based on a reasonable extrapolation of then-current leasing rates actually achieved in accordance such buildings (the "Prevailing Rate"). In determining the Prevailing Rate, recent new and renewal leases with non-equity tenants of the Project shall be considered. The Prevailing Rate shall reflect the rental rate and terms hereofpayable in those third party transactions, taking into account pertinent economic concessions then generally being granted by Landlord such as "free rent," Operating Expense base years, parking charge limitations, and the like. It is understood, however, that no consideration shall be given to brokerage commissions, lease "takeover" payments, moving allowances, or tenant improvement allowances (bother than retrofit allowances granted to renewal tenants). The rental rates payable in any third party transactions executed more than six (6) the Base Rent then in effect immediately prior to the extension of the then current Term of this Agreement, and (iii) Landlord shall have no obligation to prepare, refurbish or construct the Premises or any part thereof months prior to the commencement of the Extension Term or otherwise provide any amount of free rent or improvement allowance extension period shall be reasonably extrapolated, if applicable, to reflect anticipated changes in respect the Prevailing Rate based on current rental trends. Following Tenant's delivery of the Premises. Any exercise of an Extension Option by Tenant as provided herein shall be irrevocable. If for any reason Exercise Notice, but not later than six (6) months prior to the Fair Market Rental Value has not been determined as of the commencement expiration date of the Term ExtensionTerm, Landlord shall notify Tenant initially shall pay Base Rent in an amount equal writing ("Landlord's Notice") of Landlord's calculation of the Prevailing Rate for the extension period based on the foregoing criteria. Should Tenant dispute Landlord's calculation, then Tenant may, by written notice to one hundred three percent Landlord within thirty (103%30) days following Landlord's Notice, submit the reasonableness of Landlord's calculation of the Prevailing Rate to arbitration in accordance with Section 14.7(b) of the Base Rent in effect immediately prior Lease (the "Arbitration Election"). Should Tenant fail timely to make the commencement date Arbitration Election, then Landlord's determination of the Term Extension , with a retroactive adjustment to Prevailing Rate shall be made within fourteen conclusive. Within twenty (14) days after the determination of Fair Market Rental Value. If Tenant exercises the Extension Option, within fifteen (1520) days after the determination of the Fair Market Rental Value Prevailing Rate, Landlord shall prepare a reasonably appropriate amendment to this Lease for the Premises as herein provided, the Landlord extension period and Tenant shall execute an amendment and return same to this Lease confirming same, provided that the failure of either party to do so shall not affect the rights and obligations of the parties hereunder. Tenant shall not be entitled to exercise its extension right pursuant to the terms of this Section if, at the time of exercise or at the commencement of the Term Extension, (i) Tenant is in default beyond any applicable notice and cure period provided in this Lease, or (ii) this Lease is not in full force and effect. In the event Tenant timely delivers its Renewal Notice as set forth above, Landlord shall notify Tenant of the applicable Fair Market Rental Value as determined by Landlord within thirty (30) days after receipt of Tenant’s Renewal Notice. Tenant shall, within fifteen (15) days after receipt of Landlord’s determination days. Should the Prevailing Rate not be established by the commencement of the Fair Market Rental Valueextension period, notify Landlord in writing whether Tenant accepts or rejects Landlord’s determination of the Fair Market Rental Value. If Tenant fails to notify Landlord that it rejects Landlord’s determination of the Fair Market Rental Value within such fifteen (15) day period (time being of the essence), then Tenant shall continue paying rent at the rate in effect during the month preceding such commencement, and a lump sum adjustment shall be deemed to have irrevocably accepted Landlord’s determination of the Fair Market Rental Value. If Tenant rejects Landlord’s determination of the Fair Market Rental Value within such fifteen (15) day period (time being of the essence), then Landlord and Tenant shall each select a Qualified Broker (as defined below) within ten (10) business days following delivery of Tenant’s rejection notice. If a party fails to timely select a Qualified Broker, made promptly upon the determination of the Fair Market Rental Value for the Premises such new rental. The right to extend granted in this Section shall be personal to Quest Software, Inc., a California corporation, and any Tenant Affiliate thereof to which this Lease may be assigned. Any other attempt to assign or transfer such right shall be void from its inception. Time is specifically made by the Qualified Broker selected by the other party. If each party selects a Qualified Broker, the two (2) Qualified Brokers selected by Landlord and Tenant shall select a third Qualified Broker by mutual agreement reached within five (5) business days after selection of the first two (2) Qualified Brokers by Landlord and Tenant. Within ten (10) business days after the third Qualified Broker has been selected, all of the Qualified Brokers shall meet to attempt to agree upon the Fair Market Rental Value for the Premises. If the Qualified Brokers are unable to reach agreement, all Qualified Brokers shall, within ten (10) business days after the expiration of the preceding ten (10) business day period, arrange to simultaneously submit to Landlord and Tenant essence in writing their determinations of Fair Market Rental Value. Landlord shall be responsible for any and all costs associated with the retention of the Qualified Broker selected by Landlord, Tenant shall be responsible for any and all costs associated with the retention of the Qualified Broker selected by Tenant and Landlord and Tenant shall each be responsible for one half (1/2) of any and all costs associated with the retention of the third Qualified Broker. All brokers selected pursuant to this section shall be (a) a commercial real estate broker licensed in Massachusetts, specializing in the leasing of laboratory space in the Bedford, Billerica and Burlington, Massachusetts submarket, with not less than ten (10) years’ experience in appraising comparable commercial properties in such market and recognized as reputable within the local real estate industry, and (b) independent and none of the brokers nor their firms shall have been employed by Landlord (with respect to the Building), Tenant or their affiliates for the immediately preceding five (5) years (each such broker being defined herein for purposes of this paragraph as a “Qualified Broker”). The Fair Market Rental Value shall be the average (“average” shall refer herein to the sum of the fair market rent determinations divided by the number of brokers) of the fair market rent determinations of the three (3) brokers, unless the highest determination of the three (3) brokers is greater than 10% higher than the next highest determination, in which case it shall be discarded, or unless the lowest of the three (3) determinations is greater than 10% lower than the next lowest determination, in which case it shall be discarded. If one determination is discarded, then the Fair Market Rental Value shall be the average of the remaining two (2) determinations. If both the highest determination and the lowest determination are discarded, then the Fair Market Rental Value shall be the remaining determination. The Fair Market Rental Value for the Premises determined in accordance with the terms hereof shall be final and binding on Landlord and TenantSection.

Right to Extend. Subject Provided that Tenant is not in Default under any provision of this Lease at the time of exercise of the extension right granted herein, and provided further that Tenant is occupying the entire Premises and has not assigned or sublet any of its interest in this Lease (except in connection with a Permitted Transfer of this Lease to the followingan Affiliate as described in Section 9.1(e) hereof), Tenant may extend the Term of this Lease for one period of 60 months. Tenant shall have the exercise its right (the “Extension Option”) to extend the Lease Term for two (2) successive periods of five (5) years each (eachby and only by delivering to Landlord, an “Term Extension” and collectively the “Term Extensions”), by giving Landlord written notice (the “Renewal Notice”) irrevocably exercising such extension, which notice must be received by Landlord not later less than the date twelve (12) 9 months nor more than 12 months prior to the otherwise applicable last day expiration date of the Lease Term (as the same may have been extended for the first Term Extension), time being of the essence. If each such extension is timely and properly exercised, the Lease Term shall be automatically extended to include the applicable Term Extension upon the same terms and conditions except that (i) during the second Term Extension, Tenant shall have no further option to extend the Term, Tenant’s written notice of its irrevocable commitment to extend (ii) the Base “Commitment Notice”). Should Tenant fail timely to deliver the Commitment Notice, then this extension right shall thereupon lapse and be of no further force or effect. The Basic Rent for each Term Extension shall be payable under the greater of (a) ninety-five (95%) of the Fair Market Rental Value for the Premises as determined in accordance with the terms hereof, and (b) the Base Rent then in effect immediately prior to Lease during the extension of the Term shall be at the prevailing market rental rate (including periodic adjustments) for comparable and similarly improved office space being leased in the University Town Centre submarket of San Diego for Class A high-rise office buildings as of the commencement of the extension period (the “Prevailing Rate”). In the event that the parties are not able to agree on the Prevailing Rate within 120 days prior to the expiration date of the Term, then current Term either party may elect, by written notice to the other party, to cause said rental, including subsequent adjustments, to be determined by appraisal as follows. Within 10 days following receipt of this Agreementsuch appraisal election, and (iii) Landlord the parties shall attempt to agree on an appraiser to determine the Prevailing Rate. If the parties are unable to agree in that time, then each party shall designate an appraiser within 10 days thereafter. Should either party fail to so designate an appraiser within that time, then the appraiser designated by the other party shall determine the Prevailing Rate. Should each of the parties timely designate an appraiser, than the two appraisers so designated shall appoint a third appraiser who shall, acting alone, determine the fair market rental value of the Premises. Any appraiser designated hereunder shall have no obligation an M.A.I. certification or equivalent with not less than 5 years experience in the valuation of commercial office buildings in San Diego County, California. Within 10 days following the selection of the appraiser, Landlord and Tenant shall each submit in writing to preparethe appraiser its determination of the rental rate for the extension period (respectively, refurbish the “Landlord’s Determination” and the “Tenant’s Determination”). Should either party fail timely to submit its rental determination, then the determination of the other party shall be conclusive and binding on the parties. The appraiser shall not disclose to either party the rental determination of the other party until the expiration of that 10 day period or, if sooner, the appraiser’s receipt of both the Landlord’s Determination and the Tenant’s Determination. Within 30 days following the selection of the appraiser and such appraiser’s receipt of the Landlord’s Determination and the Tenant’s Determination, the appraiser shall determine whether the rental rate determined by Landlord or construct by Tenant more accurately reflects Prevailing Rate for the Premises or any part thereof prior Premises, as reasonably extrapolated to the commencement of the Extension Term extension term. Accordingly, either the Landlord’s Determination or otherwise provide the Tenant’s Determination shall be selected by the appraiser as the fair market rental rate for the extension period. In determining such value, the appraiser shall first consider rental comparables for the Building and the Project, provided that if adequate comparables do not exist then the appraiser may consider transactions involving similarly improved space owned by Landlord or its affiliates in the vicinity with appropriate adjustments for differences in location and quality of project. In no event shall the appraiser attribute factors for market tenant improvement allowances or brokerage commissions to reduce said fair market rental. At any amount of free rent or improvement allowance in respect time before the decision of the Premises. Any exercise of an Extension Option appraiser is rendered, either party may, by Tenant as provided herein written notice to the other party, accept the rental terms submitted by the other party, in which event such terms shall be irrevocabledeemed adopted as the agreed fair market rental. If for any reason the Fair Market Rental Value has not been determined as The fees of the commencement date of the Term Extension, Tenant initially appraiser(s) shall pay Base Rent in an amount equal to one hundred three percent (103%) of the Base Rent in effect immediately prior to the commencement date of the Term Extension , with a retroactive adjustment to be made within fourteen (14) days after the determination of Fair Market Rental Valueshared equally by both parties. If Tenant exercises the Extension Option, within fifteen (15) Within 20 days after the determination of the Fair Market Rental Value Prevailing Rate, Landlord shall prepare a reasonably appropriate amendment to this Lease for the Premises as herein provided, the Landlord extension period and Tenant shall execute and return same to Landlord within 10 days. Should the Prevailing Rate not be established by the commencement of the extension period, then Tenant shall continue paying rent at the rate in effect during the last month of the initial Term, and a lump sum adjustment shall be made promptly upon the determination of such new rental. If Tenant fails to timely comply with any of the provisions of this paragraph, Tenant’s right to extend the Term may, at Landlord’s election and in addition to any other remedies that may be available to Landlord, be extinguished, in which event the Lease shall automatically terminate as of the initial expiration date of the Term. Any attempt to assign or transfer any right or interest created by this Section to other than an Affiliate shall be void from its inception. Tenant shall have no other right to extend the Term beyond the single 60 month extension created by this Section. Unless agreed to in a writing signed by Landlord and Tenant, any extension of the Term, whether created by an amendment to this Lease confirming same, provided that the failure of either party to do so shall not affect the rights and obligations or by a holdover of the parties hereunder. Tenant shall not be entitled to exercise its extension right pursuant to the terms of this Section if, at the time of exercise or at the commencement of the Term Extension, (i) Tenant is in default beyond any applicable notice and cure period provided in this LeasePremises by Tenant, or (ii) this Lease is not in full force and effect. In the event Tenant timely delivers its Renewal Notice as set forth aboveotherwise, Landlord shall notify Tenant of the applicable Fair Market Rental Value as determined by Landlord within thirty (30) days after receipt of Tenant’s Renewal Notice. Tenant shall, within fifteen (15) days after receipt of Landlord’s determination of the Fair Market Rental Value, notify Landlord in writing whether Tenant accepts or rejects Landlord’s determination of the Fair Market Rental Value. If Tenant fails to notify Landlord that it rejects Landlord’s determination of the Fair Market Rental Value within such fifteen (15) day period (time being of the essence), Tenant shall be deemed to have irrevocably accepted Landlord’s determination of the Fair Market Rental Valuea part of, and not in addition to, any duly exercised extension period permitted by this paragraph. If Tenant rejects Landlord’s determination of the Fair Market Rental Value within such fifteen (15) day period (time being of the essence), then Landlord and Tenant shall each select a Qualified Broker (as defined below) within ten (10) business days following delivery of Tenant’s rejection notice. If Right to Extend is subject and subordinate to the expansion rights (whether such rights are designated as a party fails to timely select a Qualified Brokerright of first offer, the determination right of the Fair Market Rental Value for the Premises shall be made by the Qualified Broker selected by the other party. If each party selects a Qualified Brokerfirst refusal, the two (2) Qualified Brokers selected by Landlord and Tenant shall select a third Qualified Broker by mutual agreement reached within five (5) business days after selection of the first two (2) Qualified Brokers by Landlord and Tenant. Within ten (10) business days after the third Qualified Broker has been selected, all of the Qualified Brokers shall meet to attempt to agree upon the Fair Market Rental Value for the Premises. If the Qualified Brokers are unable to reach agreement, all Qualified Brokers shall, within ten (10) business days after the expiration of the preceding ten (10) business day period, arrange to simultaneously submit to Landlord and Tenant in writing their determinations of Fair Market Rental Value. Landlord shall be responsible for any and all costs associated with the retention of the Qualified Broker selected by Landlord, Tenant shall be responsible for any and all costs associated with the retention of the Qualified Broker selected by Tenant and Landlord and Tenant shall each be responsible for one half (1/2expansion option or otherwise) of any and all costs associated with the retention tenant of the third Qualified BrokerBuilding existing on the date hereof. All brokers selected pursuant to this section shall be (a) a commercial real estate broker licensed in Massachusetts, specializing in the leasing of laboratory space in the Bedford, Billerica and Burlington, Massachusetts submarket, with not less than ten (10) years’ experience in appraising comparable commercial properties in such market and recognized as reputable within the local real estate industry, and (b) independent and none Time is specifically made of the brokers nor their firms shall have been employed by Landlord essence in this Section. EXHIBIT H IRREVOCABLE STANDBY LETTER OF CREDIT IRREVOCABLE STANDBY LETTER OF CREDIT NUMBER _____________ ISSUE DATE: ______________ ISSUING BANK: SILICON VALLEY BANK 3003 TASMAN DRIVE 2ND FLOOR, MAIL SORT HF210 XXXXX XXXXX, XXXXXXXXXX 00000 BENEFICIARY: 0000 XX XXXXX XXXXXXX LLC 000 XXXXXXX XXXXXX XXXXX XXXXXXX XXXXX, XX 00000 ATTN: SENIOR VICE PRESIDENT, OPERATIONS, OFFICE PROPERTIES APPLICANT: TRACON PHARMACEUTICALS, INC. 0000 XXXXXXXXXX XXXXXX XX, XXXXX 000 XXX XXXXX XX 00000 AMOUNT: US$175,000.00 (with respect to the Building)ONE HUNDRED SEVENTY FIVE THOUSAND AND NO/100 U.S. DOLLARS) EXPIRATION DATE: _____________ (ONE YEAR FROM LC ISSUANCE WITH YEARLY AUTO- EXTENSION AS SET FORTH BELOW) LOCATION: SANTA CLARA, Tenant or their affiliates for the immediately preceding five (5) years (each such broker being defined herein for purposes of this paragraph as a CALIFORNIA DEAR SIR/MADAM: WE HEREBY ESTABLISH OUR IRREVOCABLE STANDBY LETTER OF CREDIT NO. SVBSF______ IN FAVOR OF 4350 LA JOLLA VILLAGE LLC FOR ACCOUNT OF TRACON PHARMACEUTICALS, INC. AVAILABLE BY YOUR DRAFTS DRAWN ON US AT SIGHT IN THE FORM OF EXHIBIT “Qualified Broker”). The Fair Market Rental Value shall be the average (“averageA” shall refer herein to the sum of the fair market rent determinations divided by the number of brokers) of the fair market rent determinations of the three (3) brokers, unless the highest determination of the three (3) brokers is greater than 10% higher than the next highest determination, in which case it shall be discarded, or unless the lowest of the three (3) determinations is greater than 10% lower than the next lowest determination, in which case it shall be discarded. If one determination is discarded, then the Fair Market Rental Value shall be the average of the remaining two (2) determinations. If both the highest determination and the lowest determination are discarded, then the Fair Market Rental Value shall be the remaining determination. The Fair Market Rental Value for the Premises determined in accordance with the terms hereof shall be final and binding on Landlord and Tenant.ATTACHED AND ACCOMPANIED BY THE FOLLOWING DOCUMENTS:

Right to Extend. Subject to Provided there is no Event of Default under any provision of the followingLease at the time of exercise of the extension right granted herein, and provided further that Tenant is occupying the entire Original Premises, the entire Expansion Space, or both, and has not assigned or sublet any of its interest in the Lease (except in connection with a Permitted Transfer), Tenant may extend the Term of the Lease, for either the Original Premises, the Expansion Space, or both (but in all events only if Tenant then occupies the portion of the Premises), for one (1) period of 24 months. Tenant shall have the exercise its right (the “Extension Option”) to extend the Lease Term for two (2) successive periods of five (5) years each (eachby and only by delivering to Landlord, an “Term Extension” and collectively the “Term Extensions”), by giving Landlord written notice (the “Renewal Notice”) irrevocably exercising such extension, which notice must be received by Landlord not later less than the date twelve (12) 9 months nor more than 12 months prior to the otherwise applicable last day expiration date of the Lease Term (as the same may have been extended for the first Term Extension), time being of the essence. If each such extension is timely and properly exercised, the Lease Term shall be automatically extended to include the applicable Term Extension upon the same terms and conditions except that (i) during the second Term Extension, Tenant shall have no further option to extend the Term, Tenant’s written notice of its irrevocable commitment to extend (ii) the Base “Commitment Notice”). Should Tenant fail timely to deliver the Commitment Notice, then this extension right shall thereupon lapse and be of no further force or effect. The Annual Rent for each Term Extension shall be and Monthly Installment of Rent payable under the greater of (a) ninety-five (95%) of the Fair Market Rental Value for the Premises as determined in accordance with the terms hereof, and (b) the Base Rent then in effect immediately prior to Lease during the extension of the Term shall be at the prevailing market rental rate (including periodic adjustments) for comparable and similarly improved office space being leased in Santa Xxxxx based on then-current leasing rates for similarly improved office space being in Santa Xxxxx (the “Prevailing Rate”). In the event that the parties are not able to agree on the Prevailing Rate within 120 days prior to the expiration date of the Term, then current Term either party may elect, by written notice to the other party, to cause said rental, including subsequent adjustments, to be determined by appraisal as follows. Within 10 days following receipt of this Agreementsuch appraisal election, and (iii) Landlord the parties shall attempt to agree on an appraiser to determine the Prevailing Rate. If the parties are unable to agree in that time, then each party shall designate an appraiser within 10 days thereafter. Should either party fail to so designate an appraiser within that time, then the appraiser designated by the other party shall determine the Prevailing Rate. Should each of the parties timely designate an appraiser, than the two appraisers so designated shall appoint a third appraiser who shall, acting alone, determine the fair market rental value of the Premises. Any appraiser designated hereunder shall have no obligation an M.A.I. certification or equivalent with not less than 5 years experience in the valuation of commercial office buildings in Santa Xxxxx County, California. Within 10 days following the selection of the appraiser, Landlord and Tenant shall each submit in writing to preparethe appraiser its determination of the rental rate for the extension period (respectively, refurbish the “Landlord’s Determination” and the “Tenant’s Determination”). Should either party fail timely to submit its rental determination, then the determination of the other party shall be conclusive and binding on the parties. The appraiser shall not disclose to either party the rental determination of the other party until the expiration of that 10 day period or, if sooner, the appraiser’s receipt of both the Landlord’s Determination and the Tenant’s Determination. Within 30 days following the selection of the appraiser and such appraiser’s receipt of the Landlord’s Determination and the Tenant’s Determination, the appraiser shall determine whether the rental rate determined by Landlord or construct by Tenant more accurately reflects Prevailing Rate for the Premises or any part thereof prior Premises, as reasonably extrapolated to the commencement of the Extension Term extension term. Accordingly, either the Landlord’s Determination or otherwise provide the Tenant’s Determination shall be selected by the appraiser as the fair market rental rate for the extension period. In determining such value, the appraiser shall first consider rental comparables for the Building and the project, provided that if adequate comparables do not exist then the appraiser may consider transactions involving similarly improved space owned by Landlord or its affiliates in the vicinity with appropriate adjustments for differences in location and quality of project. In no event shall the appraiser attribute factors for brokerage commissions to reduce said fair market rental. At any amount of free rent or improvement allowance in respect time before the decision of the Premises. Any exercise of an Extension Option appraiser is rendered, either party may, by Tenant as provided herein written notice to the other party, accept the rental terms submitted by the other party, in which event such terms shall be irrevocabledeemed adopted as the agreed fair market rental. If for any reason the Fair Market Rental Value has not been determined as The fees of the commencement date of the Term Extension, Tenant initially appraiser(s) shall pay Base Rent in an amount equal to one hundred three percent (103%) of the Base Rent in effect immediately prior to the commencement date of the Term Extension , with a retroactive adjustment to be made within fourteen (14) days after the determination of Fair Market Rental Valueshared equally by both parties. If Tenant exercises the Extension Option, within fifteen (15) Within 20 days after the determination of the Fair Market Rental Value Prevailing Rate, Landlord shall prepare a reasonably appropriate amendment to the Lease for the Premises as herein provided, the Landlord extension period and Tenant shall execute an amendment and return same to this Lease confirming same, provided that Landlord within 10 days. Should the failure of either party to do so shall not affect the rights and obligations of the parties hereunder. Tenant shall Prevailing Rate not be entitled to exercise its extension right pursuant to the terms of this Section if, at the time of exercise or at established by the commencement of the Term Extensionextension period, (i) then Tenant is shall continue paying rent at the rate in default beyond any applicable notice and cure period provided in this Lease, or (ii) this Lease is not in full force and effect. In effect during the event Tenant timely delivers its Renewal Notice as set forth above, Landlord shall notify Tenant last month of the applicable Fair Market Rental Value as determined by Landlord within thirty (30) days after receipt of Tenant’s Renewal Notice. Tenant shallinitial Term, within fifteen (15) days after receipt of Landlord’s determination of the Fair Market Rental Value, notify Landlord in writing whether Tenant accepts or rejects Landlord’s determination of the Fair Market Rental Value. If Tenant fails to notify Landlord that it rejects Landlord’s determination of the Fair Market Rental Value within such fifteen (15) day period (time being of the essence), Tenant and a lump sum adjustment shall be deemed to have irrevocably accepted Landlord’s determination of the Fair Market Rental Value. If Tenant rejects Landlord’s determination of the Fair Market Rental Value within such fifteen (15) day period (time being of the essence), then Landlord and Tenant shall each select a Qualified Broker (as defined below) within ten (10) business days following delivery of Tenant’s rejection notice. If a party fails to timely select a Qualified Broker, made promptly upon the determination of the Fair Market Rental Value for the Premises such new rental. Any attempt to assign or transfer any right or interest created by this Section to other than pursuant to a Permitted Transfer shall be made by the Qualified Broker selected by the other partyvoid from its inception. If each party selects a Qualified Broker, the two (2) Qualified Brokers selected by Landlord and Tenant shall select have no other right to extend the Term beyond the extension created by this Section. Unless agreed to in a third Qualified Broker by mutual agreement reached within five (5) business days after selection of the first two (2) Qualified Brokers writing signed by Landlord and Tenant. Within ten (10) business days after the third Qualified Broker has been selected, all any extension of the Qualified Brokers shall meet Term, whether created by an amendment to attempt to agree upon the Fair Market Rental Value for the Premises. If the Qualified Brokers are unable to reach agreement, all Qualified Brokers shall, within ten (10) business days after the expiration Lease or by a holdover of the preceding ten (10) business day periodPremises by Tenant, arrange to simultaneously submit to Landlord and Tenant in writing their determinations of Fair Market Rental Value. Landlord or otherwise, shall be responsible for deemed a part of, and not in addition to, any and all costs associated with the retention duly exercised extension period permitted by this paragraph. Time is specifically made of the Qualified Broker selected by Landlord, Tenant shall be responsible for any and all costs associated with the retention of the Qualified Broker selected by Tenant and Landlord and Tenant shall each be responsible for one half (1/2) of any and all costs associated with the retention of the third Qualified Broker. All brokers selected pursuant to essence in this section shall be (a) a commercial real estate broker licensed in Massachusetts, specializing in the leasing of laboratory space in the Bedford, Billerica and Burlington, Massachusetts submarket, with not less than ten (10) years’ experience in appraising comparable commercial properties in such market and recognized as reputable within the local real estate industry, and (b) independent and none of the brokers nor their firms shall have been employed by Landlord (with respect to the Building), Tenant or their affiliates for the immediately preceding five (5) years (each such broker being defined herein for purposes of this paragraph as a “Qualified Broker”). The Fair Market Rental Value shall be the average (“average” shall refer herein to the sum of the fair market rent determinations divided by the number of brokers) of the fair market rent determinations of the three (3) brokers, unless the highest determination of the three (3) brokers is greater than 10% higher than the next highest determination, in which case it shall be discarded, or unless the lowest of the three (3) determinations is greater than 10% lower than the next lowest determination, in which case it shall be discarded. If one determination is discarded, then the Fair Market Rental Value shall be the average of the remaining two (2) determinations. If both the highest determination and the lowest determination are discarded, then the Fair Market Rental Value shall be the remaining determination. The Fair Market Rental Value for the Premises determined in accordance with the terms hereof shall be final and binding on Landlord and TenantSection.

Right to Extend. Subject Provided that Tenant is not in monetary default beyond any applicable notice (actually provided and properly received by Tenant) and cure period under any provision of this Lease at the time of exercise of the extension right granted herein, and provided further that Tenant has not assigned or sublet more than forty (40%) of the Premises (except in connection with an assignment of this Lease to the followinga Tenant Affiliate as described in Section 9.1(f) hereof), Tenant shall have the right (the “Extension Option”) to may extend the Term of this Lease Term for two (2) successive consecutive periods of five sixty (560) years each months each. Tenant shall exercise its right to extend the Term by and only by delivering to Landlord, not less than nine (each, an “Term Extension” and collectively the “Term Extensions”), by giving Landlord written notice (the “Renewal Notice”9) irrevocably exercising such extension, which notice must be received by Landlord not later months nor more than the date twelve (12) months prior to the otherwise applicable last day expiration date of the Lease Term then applicable Term, Tenant’s written notice of its intent to extend (as the same may have been extended for “Exercise Notice”). Should Tenant fail timely to deliver the first Term Extension)Exercise Notice, time being then this extension right (and any future extension right granted herein) shall thereupon lapse and be of the essenceno further force or effect. If each such extension is timely and properly exercised, The Basic Rent payable under the Lease Term shall be automatically extended to include the applicable Term Extension upon the same terms and conditions except that (i) during the second Term Extension, Tenant shall have no further option to extend the Term, (ii) the Base Rent for each Term Extension shall be the greater of (a) ninety-five (95%) of the Fair Market Rental Value for the Premises as determined in accordance with the terms hereof, and (b) the Base Rent then in effect immediately prior to the extension of the then current Term of this Agreement, and (iii) Landlord shall have no obligation to prepare, refurbish or construct the Premises or any part thereof prior to the commencement of the Extension Term or otherwise provide any amount of free rent or improvement allowance in respect of the Premises. Any exercise of an Extension Option by Tenant as provided herein shall be irrevocableat the fair market rental (the “Prevailing Rate”), including periodic adjustments, for comparable space with similar floor location and comparable views and similarly improved office space being leased within the UTC submarket “Comparable Buildings” (as defined below). If for any reason the Fair Market Rental Value has not been determined as of the commencement date of the Term Extension, Tenant initially shall pay Base Rent in an amount equal to one hundred three percent (103%) of the Base Rent in effect immediately prior to the commencement date of the Term Extension , with a retroactive adjustment to be made within fourteen (14) days after the determination of Fair Market Rental Value. If Tenant exercises the Extension Option, within Within fifteen (15) days after the determination following Tenant’s delivery of the Fair Market Rental Value for the Premises as herein provided, the Landlord and Tenant shall execute an amendment to this Lease confirming same, provided that the failure of either party to do so shall not affect the rights and obligations of the parties hereunder. Tenant shall not be entitled to exercise its extension right pursuant to the terms of this Section if, at the time of exercise or at the commencement of the Term Extension, (i) Tenant is in default beyond any applicable notice and cure period provided in this Lease, or (ii) this Lease is not in full force and effect. In the event Tenant timely delivers its Renewal Notice as set forth aboveExercise Notice, Landlord shall notify Tenant of the applicable Fair Market Rental Value as determined by Landlord within thirty in writing (30“Landlord’s Notice”) days after receipt of Tenant’s Renewal Notice. Tenant shall, within fifteen (15) days after receipt of Landlord’s determination calculation of the Fair Market Rental Value, notify Landlord in writing whether Tenant accepts or rejects Landlord’s determination of Prevailing Rate for the Fair Market Rental Valuecurrent extension period. If Tenant fails to notify Landlord that it rejects Landlord’s determination of the Fair Market Rental Value within such fifteen (15) day period (time being of the essence), Tenant shall be deemed to have irrevocably accepted Landlord’s determination of the Fair Market Rental Value. If Tenant rejects Landlord’s determination of the Fair Market Rental Value within such fifteen (15) day period (time being of the essence), then Landlord and Tenant shall each select a Qualified Broker (as defined below) within Within ten (10) business days following delivery of Landlord’s Notice, Tenant may, by written notice to Landlord (“Tenant’s rejection notice. If a party fails Notice”) elect either to timely select a Qualified Broker(a) rescind the Exercise Notice in which event this extension right shall permanently lapse, the (b) accept Landlord’s determination of the Fair Market Rental Value Prevailing Rate, or (c) require that the rental rate for the Premises for the extension term be determined by appraisal. In the event that Tenant’s Notice provides either that Tenant accepts Landlord’s calculation of the Prevailing Rate or that the rental rate for the extension period be determined by appraisal, Tenant shall be made by deemed to have irrevocably elected to extend the Qualified Broker selected term of this Lease pursuant to this extension right. Should Tenant fail to timely deliver the Tenant’s Notice, then Landlord shall provide an additional notice to Tenant indicating that Landlord has not received a response to Landlord’s Notice and that if a response is not received from Tenant within fifteen (15) days from the date of Landlord’s additional notice, then Landlord’s determination of the Prevailing Rate shall be conclusive and Tenant’s Exercise Notice shall be irrevocable. Within twenty (20) days following receipt of such appraisal election, the parties shall attempt to agree on an appraiser to determine the fair market rental. If the parties are unable to agree in that time, then each party shall designate an appraiser within twenty (20) days thereafter. Should either party fail to so designate an appraiser within that time, then the appraiser designated by the other partyparty shall determine the fair rental value. If Should each party selects a Qualified Brokerof the parties timely designate an appraiser, then the two (2) Qualified Brokers selected by Landlord and Tenant appraisers so designated shall select appoint a third Qualified Broker by mutual agreement reached within appraiser who shall, acting alone, determine the fair market rental value of the Premises. Any appraiser designated hereunder shall have an M.A.I. certification or equivalent with not less than five (5) business days after selection years experience in the valuation of the first two (2) Qualified Brokers by Landlord and Tenantcommercial office buildings in San Diego County, California. Within ten (10) business days after following the third Qualified Broker has been selected, all selection of the Qualified Brokers shall meet to attempt to agree upon the Fair Market Rental Value for the Premises. If the Qualified Brokers are unable to reach agreementappraiser, all Qualified Brokers shall, within ten (10) business days after the expiration of the preceding ten (10) business day period, arrange to simultaneously submit to Landlord and Tenant in writing their determinations of Fair Market Rental Value. Landlord shall be responsible for any and all costs associated with the retention of the Qualified Broker selected by Landlord, Tenant shall be responsible for any and all costs associated with the retention of the Qualified Broker selected by Tenant and Landlord and Tenant shall each be responsible for one half (1/2) of any and all costs associated with submit in writing to the retention appraiser its determination of the third Qualified Brokerrental rate for the current extension period (respectively, the “Landlord’s Determination” and the “Tenant’s Determination”). All brokers selected pursuant Should either party fail timely to this section submit its rental determination, then the determination of the other party shall be (a) a commercial real estate broker licensed in Massachusetts, specializing in conclusive and binding on the leasing parties. The appraiser shall not disclose to either party the rental determination of laboratory space in the Bedford, Billerica and Burlington, Massachusetts submarket, with not less than other party until the expiration of that ten (10) years’ experience day period or, if sooner, the appraiser’s receipt of both the Landlord’s Determination and the Tenant’s Determination. Within thirty (30) days following the selection of the appraiser and such appraiser’s receipt of the Landlord’s Determination and the Tenant’s Determination, the appraiser shall determine whether the rental rate determined by Landlord or by Tenant more accurately reflects the fair market rental rate for the Premises, as reasonably extrapolated to the commencement of the current extension term. Accordingly, either the Landlord’s Determination or the Tenant’s Determination shall be selected by the appraiser as the fair market rental rate for the extension period. In determining such value, the appraiser shall consider rental comparables for new and renewal transactions in appraising comparable commercial properties the Building and the Comparable Buildings involving similarly improved space, with appropriate adjustments for differences in such market and recognized as reputable location, floor height within the local real estate industry, Building and (b) independent views from the Premises and none quality of project and quality of the brokers nor their firms Premises. In no event shall have been employed by Landlord (with respect to the Building), Tenant or their affiliates for appraiser lower the immediately preceding five (5) years (each such broker being defined herein for purposes of this paragraph as a “Qualified Broker”). The Fair Market Rental Value shall be the average (“average” shall refer herein to the sum determination of the fair market rent determinations divided rental rate to reflect brokerage commissions or moving allowances that do not actually reduce the rental sums paid by a tenant. At any time before the decision of the appraiser is rendered, either party may, by written notice to the other party, accept the rental terms submitted by the number other party, in which event such terms shall be deemed adopted as the agreed fair market rental. The fees of brokersthe appraiser(s) shall be borne entirely by the party whose determination of the fair market rent determinations rental rate was not accepted by the appraiser. Within twenty (20) days of either party’s acceptance of the three (3) brokers, unless other party’s rental terms or the highest determination of the three fair market rental by appraisal, Landlord shall prepare a reasonably appropriate amendment to this Lease for the extension period and Tenant shall execute and return same to Landlord within twenty (320) brokers is greater than 10% higher than days. Should the next highest determinationfair market rental not be established by the commencement of the current extension period, then Tenant shall continue paying rent at the rate in effect during the last month of the initial Term, and a lump sum adjustment shall be made promptly upon the determination of such new rental. If Tenant fails to timely comply with any of the provisions of this paragraph, Tenant’s right to extend the Term may, at Landlord’s election and in addition to any other remedies that may be available to Landlord, be extinguished, in which case it event the Lease shall automatically terminate as of the initial expiration date of the Term. Any attempt to assign or transfer any right or interest created by this paragraph to other than a Tenant Affiliate shall be discarded, or unless void from its inception. Tenant shall have no other right to extend the lowest of Term beyond the three two consecutive sixty (360) determinations is greater than 10% lower than the next lowest determination, month extensions created by this paragraph. Unless agreed to in which case it shall be discarded. If one determination is discarded, then the Fair Market Rental Value shall be the average of the remaining two (2) determinations. If both the highest determination and the lowest determination are discarded, then the Fair Market Rental Value shall be the remaining determination. The Fair Market Rental Value for the Premises determined in accordance with the terms hereof shall be final and binding on a writing signed by Landlord and Tenant, any extension of the Term, whether created by an amendment to this Lease or by a holdover of the Premises by Tenant, or otherwise, shall be deemed a part of, and not in addition to, any duly exercised extension period permitted by this paragraph. Time is specifically made of the essence in this Section.

Right to Extend. Subject Provided that Tenant is not in Default under any provision of this Lease at the time of exercise of the extension right granted herein, and provided further that Tenant is occupying the entire Premises and has not assigned or sublet any of its interest in this Lease (except in connection with a Permitted Transfer of this Lease to the followingan Affiliate as described in Section 9.2 hereof), Tenant may extend the Term of this Lease for one period of 36 months. Tenant shall have the exercise its right (the “Extension Option”) to extend the Lease Term for two (2) successive periods of five (5) years each (eachby and only by delivering to Landlord, an “Term Extension” and collectively the “Term Extensions”), by giving Landlord written notice (the “Renewal Notice”) irrevocably exercising such extension, which notice must be received by Landlord not later less than the date twelve (12) 9 months nor more than 12 months prior to the otherwise applicable last day expiration date of the Lease Term (as the same may have been extended for the first Term Extension), time being of the essence. If each such extension is timely and properly exercised, the Lease Term shall be automatically extended to include the applicable Term Extension upon the same terms and conditions except that (i) during the second Term Extension, Tenant shall have no further option to extend the Term, Xxxxxx’s written notice of its irrevocable commitment to extend (ii) the Base “Commitment Notice”). Should Tenant fail timely to deliver the Commitment Notice, then this extension right shall thereupon lapse and be of no further force or effect. The Basic Rent for each Term Extension shall be payable under the greater of (a) ninety-five (95%) of the Fair Market Rental Value for the Premises as determined in accordance with the terms hereof, and (b) the Base Rent then in effect immediately prior to Lease during the extension of the Term shall be at the prevailing market rental rate (including periodic adjustments) for comparable and similarly improved office space being leased by Landlord in the Building or Project as of the commencement of the extension period (the “Prevailing Rate”). In the event that the parties are not able to agree on the Prevailing Rate within 120 days prior to the expiration date of the Term, then current Term either party may elect, by written notice to the other party, to cause said rental, including subsequent adjustments, to be determined by appraisal as follows. Within 10 days following receipt of this Agreementsuch appraisal election, and (iii) Landlord the parties shall attempt to agree on an appraiser to determine the Prevailing Rate. If the parties are unable to agree in that time, then each party shall designate an appraiser within 10 days thereafter. Should either party fail to so designate an appraiser within that time, then the appraiser designated by the other party shall determine the Prevailing Rate. Should each of the parties timely designate an appraiser, then the two appraisers so designated shall appoint a third appraiser who shall, acting alone, determine the fair market rental value of the Premises. Any appraiser designated hereunder shall have no obligation an M.A.I. certification or equivalent with not less than 5 years’ experience in the valuation of commercial office buildings in Orange County, California. Within 10 days following the selection of the appraiser, Landlord and Tenant shall each submit in writing to preparethe appraiser its determination of the rental rate for the extension period (respectively, refurbish the “Landlord’s Determination” and the “Tenant’s Determination”). Should either party fail timely to submit its rental determination, then the determination of the other party shall be conclusive and binding on the parties. The appraiser shall not disclose to either party the rental determination of the other party until the expiration of that 10-day period or, if sooner, the appraiser’s receipt of both the Landlord’s Determination and the Tenant’s Determination. Within 30 days following the selection of the appraiser and such appraiser’s receipt of the Landlord’s Determination and the Tenant’s Determination, the appraiser shall determine whether the rental rate determined by Landlord or construct by Tenant more accurately reflects Prevailing Rate for the Premises or any part thereof prior Premises, as reasonably extrapolated to the commencement of the Extension Term extension term. Accordingly, either the Landlord’s Determination or otherwise provide the Tenant’s Determination shall be selected by the appraiser as the fair market rental rate for the extension period. In determining such value, the appraiser shall first consider rental comparables for the Building and the Project, provided that if adequate comparables do not exist then the appraiser may consider transactions involving similarly improved space owned by Landlord or its affiliates in the vicinity with appropriate adjustments for differences in location and quality of project. In no event shall the appraiser attribute factors for brokerage commissions to reduce said fair market rental. At any amount of free rent or improvement allowance in respect time before the decision of the Premises. Any exercise of an Extension Option appraiser is rendered, either party may, by Tenant as provided herein written notice to the other party, accept the rental terms submitted by the other party, in which event such terms shall be irrevocabledeemed adopted as the agreed fair market rental. If for any reason the Fair Market Rental Value has not been determined as The fees of the commencement date of the Term Extension, Tenant initially appraiser(s) shall pay Base Rent in an amount equal to one hundred three percent (103%) of the Base Rent in effect immediately prior to the commencement date of the Term Extension , with a retroactive adjustment to be made within fourteen (14) days after the determination of Fair Market Rental Valueshared equally by both parties. If Tenant exercises the Extension Option, within fifteen (15) Within 20 days after the determination of the Fair Market Rental Value Prevailing Rate, Landlord shall prepare a reasonably appropriate amendment to this Lease for the Premises as herein provided, the Landlord extension period and Tenant shall execute (or make reasonable comments thereto) and return same to Landlord within 10 days. Should the Prevailing Rate not be established by the commencement of the extension period, then Tenant shall continue paying rent at the rate in effect during the last month of the initial Term, and a lump sum adjustment shall be made promptly upon the determination of such new rental. If Tenant fails to timely comply with any of the provisions of this paragraph, Xxxxxx’s right to extend the Term may, at Landlord’s election and in addition to any other remedies that may be available to Landlord, be extinguished, in which event the Lease shall automatically terminate as of the initial expiration date of the Term. Any attempt to assign or transfer any right or interest created by this Section to other than an Affiliate shall be void from its inception. Tenant shall have no other right to extend the Term beyond the single 36-month extension created by this Section. Unless agreed to in a writing signed by Landlord and Tenant, any extension of the Term, whether created by an amendment to this Lease confirming same, provided that the failure of either party to do so shall not affect the rights and obligations or by a holdover of the parties hereunder. Tenant shall not be entitled to exercise its extension right pursuant to the terms of this Section if, at the time of exercise or at the commencement of the Term Extension, (i) Tenant is in default beyond any applicable notice and cure period provided in this LeasePremises by Tenant, or (ii) this Lease is not in full force and effect. In the event Tenant timely delivers its Renewal Notice as set forth aboveotherwise, Landlord shall notify Tenant of the applicable Fair Market Rental Value as determined by Landlord within thirty (30) days after receipt of Tenant’s Renewal Notice. Tenant shall, within fifteen (15) days after receipt of Landlord’s determination of the Fair Market Rental Value, notify Landlord in writing whether Tenant accepts or rejects Landlord’s determination of the Fair Market Rental Value. If Tenant fails to notify Landlord that it rejects Landlord’s determination of the Fair Market Rental Value within such fifteen (15) day period (time being of the essence), Tenant shall be deemed to have irrevocably accepted Landlord’s determination a part of, and not in addition to, any duly exercised extension period permitted by this paragraph. Time is specifically made of the Fair Market Rental Value. If Tenant rejects Landlord’s determination of the Fair Market Rental Value within such fifteen (15) day period (time being of the essence), then Landlord and Tenant shall each select a Qualified Broker (as defined below) within ten (10) business days following delivery of Tenant’s rejection notice. If a party fails to timely select a Qualified Broker, the determination of the Fair Market Rental Value for the Premises shall be made by the Qualified Broker selected by the other party. If each party selects a Qualified Broker, the two (2) Qualified Brokers selected by Landlord and Tenant shall select a third Qualified Broker by mutual agreement reached within five (5) business days after selection of the first two (2) Qualified Brokers by Landlord and Tenant. Within ten (10) business days after the third Qualified Broker has been selected, all of the Qualified Brokers shall meet to attempt to agree upon the Fair Market Rental Value for the Premises. If the Qualified Brokers are unable to reach agreement, all Qualified Brokers shall, within ten (10) business days after the expiration of the preceding ten (10) business day period, arrange to simultaneously submit to Landlord and Tenant essence in writing their determinations of Fair Market Rental Value. Landlord shall be responsible for any and all costs associated with the retention of the Qualified Broker selected by Landlord, Tenant shall be responsible for any and all costs associated with the retention of the Qualified Broker selected by Tenant and Landlord and Tenant shall each be responsible for one half (1/2) of any and all costs associated with the retention of the third Qualified Broker. All brokers selected pursuant to this section shall be (a) a commercial real estate broker licensed in Massachusetts, specializing in the leasing of laboratory space in the Bedford, Billerica and Burlington, Massachusetts submarket, with not less than ten (10) years’ experience in appraising comparable commercial properties in such market and recognized as reputable within the local real estate industry, and (b) independent and none of the brokers nor their firms shall have been employed by Landlord (with respect to the Building), Tenant or their affiliates for the immediately preceding five (5) years (each such broker being defined herein for purposes of this paragraph as a “Qualified Broker”). The Fair Market Rental Value shall be the average (“average” shall refer herein to the sum of the fair market rent determinations divided by the number of brokers) of the fair market rent determinations of the three (3) brokers, unless the highest determination of the three (3) brokers is greater than 10% higher than the next highest determination, in which case it shall be discarded, or unless the lowest of the three (3) determinations is greater than 10% lower than the next lowest determination, in which case it shall be discarded. If one determination is discarded, then the Fair Market Rental Value shall be the average of the remaining two (2) determinations. If both the highest determination and the lowest determination are discarded, then the Fair Market Rental Value shall be the remaining determination. The Fair Market Rental Value for the Premises determined in accordance with the terms hereof shall be final and binding on Landlord and TenantSection.

Right to Extend. Subject Provided that Tenant is not in default under any provision of this Lease at the time of exercise of the extension right granted herein, and provided further that Tenant is occupying the entire Premises and has not assigned or sublet any of its interest in this Lease (except in connection with a permitted transfer of this Lease to the followinga Tenant Affiliate as described in Section 9.1 hereof), Tenant may extend the Term of this Lease for one period of 60 months. Tenant shall have the exercise its right (the “Extension Option”) to extend the Lease Term for two (2) successive periods of five (5) years each (eachby and only by delivering to Landlord, an “Term Extension” and collectively the “Term Extensions”), by giving Landlord written notice (the “Renewal Notice”) irrevocably exercising such extension, which notice must be received by Landlord not later less than the date twelve (12) 9 months nor more than 12 months prior to the otherwise applicable last day expiration date of the Lease Term (as the same may have been extended for the first Term Extension), time being of the essence. If each such extension is timely and properly exercised, the Lease Term shall be automatically extended to include the applicable Term Extension upon the same terms and conditions except that (i) during the second Term Extension, Tenant shall have no further option to extend the Term, Tenant’s written notice of its irrevocable commitment to extend (ii) the Base “Commitment Notice”). Should Tenant fail timely to deliver the Commitment Notice, then this extension right shall thereupon lapse and be of no further force or effect. The Basic Rent for each Term Extension shall be and parking charges payable under the greater of (a) ninety-five (95%) of the Fair Market Rental Value for the Premises as determined in accordance with the terms hereof, and (b) the Base Rent then in effect immediately prior to Lease during the extension of the Term shall be at the prevailing market rental rate (including periodic adjustments) for comparable and similarly improved office space in the Building and Project as of the commencement of the extension period, based on a reasonable extrapolation of Landlord’s then-current leasing rates (the “Prevailing Rate”); provided that such Basic Rent shall in no event be less than the Basic Rent payable by Tenant during the final month of the Term. In the event that the parties are not able to agree on the Prevailing Rate within 120 days prior to the expiration date of the Term (and for the avoidance of doubt despite such 120 day period falling outside of the three month window in which the Tenant may deliver a Commitment Notice), then current Term either party may elect, by written notice to the other party, to cause said rental, including subsequent adjustments, to be determined by appraisal as follows. Within 10 business days following receipt of this Agreementsuch appraisal election, and (iii) Landlord the parties shall attempt to agree on an appraiser to determine the Prevailing Rate. If the parties are unable to agree in that time, then each party shall designate an appraiser within 10 business days thereafter. Should either party fail to so designate an appraiser within that time, then the appraiser designated by the other party shall determine the Prevailing Rate. Should each of the parties timely designate an appraiser, then the two appraisers so designated shall appoint a third appraiser who shall, acting alone, determine the fair market rental value of the Premises. Any appraiser designated hereunder shall have no obligation an M.A.I. certification or equivalent with not less than 7 years experience in the valuation of commercial office buildings in San Diego County, California. Within 10 business days following the selection of the appraiser, Landlord and Tenant shall each submit in writing to preparethe appraiser its determination of the rental rate for the extension period (respectively, refurbish the “Landlord’s Determination” and the “Tenant’s Determination”). Should either party fail timely to submit its rental determination, then the determination of the other party shall be conclusive and binding on the parties. The appraiser shall not disclose to either party the rental determination of the other party until the expiration of that 10 day period or, if sooner, the appraiser’s receipt of both the Landlord’s Determination and the Tenant’s Determination. Within 30 days following the selection of the appraiser and such appraiser’s receipt of the Landlord’s Determination and the Tenant’s Determination, the appraiser shall determine whether the rental rate determined by Landlord or construct by Tenant more accurately reflects Prevailing Rate for the Premises or any part thereof prior Premises, as reasonably extrapolated to the commencement of the Extension Term extension term. Accordingly, either the Landlord’s Determination or otherwise provide the Tenant’s Determination shall be selected by the appraiser as the fair market rental rate for the extension period. In determining such value, the appraiser shall first consider rental comparables for the Building and the Project, provided that if adequate comparables do not exist then the appraiser may consider transactions involving similarly improved space owned by Landlord or its affiliates in the vicinity with appropriate adjustments for differences in location and quality of project. In no event shall the appraiser attribute factors for market tenant improvement allowances or brokerage commissions to reduce said fair market rental. At any amount of free rent or improvement allowance in respect time before the decision of the Premises. Any exercise of an Extension Option appraiser is rendered, either party may, by Tenant as provided herein written notice to the other party, accept the rental terms submitted by the other party, in which event such terms shall be irrevocabledeemed adopted as the agreed fair market rental. If for any reason the Fair Market Rental Value has not been determined as The fees of the commencement date appraiser(s) shall be borne entirely by the party whose determination of the Term Extension, Tenant initially shall pay Base Rent in an amount equal to one hundred three percent (103%) fair market rental rate was not accepted by the appraiser. Should the fair market rental not be established by the commencement of the Base Rent extension period, then Tenant shall continue paying rent at the rate in effect immediately prior to during the commencement date last month of the Term Extension initial Term, with and a retroactive lump sum adjustment to shall be made within fourteen (14) days after promptly upon the determination of Fair Market Rental Valuesuch new rental. If Tenant exercises the Extension Option, within fifteen (15) days after Promptly following receipt the determination of the Fair Market Rental Value for Basic Rent payable during the Premises extension of the Term, Landlord shall prepare an appropriate amendment to the Lease memorializing the extension of the Term in accordance with the foregoing (but otherwise upon the same terms, covenants and conditions as herein providedset forth in this Lease except as otherwise expressly agreed upon by Landlord and Tenant), the Landlord and Tenant shall duly execute and return the same to Landlord within 15 days. If Tenant fails timely to do so, then Landlord, at its sole discretion, may either enforce its rights under this Section or, upon written notice to Tenant, elect to cause Tenant’s right to extend to be extinguished, in which event this Lease shall terminate as of the originally scheduled date of expiration. Should Landlord elect the latter, then this Lease shall terminate upon the scheduled date of expiration and Tenant’s rights under this paragraph shall be of no further force or effect. Any attempt to assign or transfer any right or interest created by this paragraph to other than a permitted transfer shall be void from its inception. Tenant shall have no other right to extend the Term beyond the single 60 month extension created by this paragraph. Unless agreed to in a writing signed by Landlord and Tenant, any extension of the Term, whether created by an amendment to this Lease confirming same, provided that the failure of either party to do so shall not affect the rights and obligations or by a holdover of the parties hereunder. Tenant shall not be entitled to exercise its extension right pursuant to the terms of this Section if, at the time of exercise or at the commencement of the Term Extension, (i) Tenant is in default beyond any applicable notice and cure period provided in this LeasePremises by Tenant, or (ii) this Lease is not in full force and effect. In the event Tenant timely delivers its Renewal Notice as set forth aboveotherwise, Landlord shall notify Tenant of the applicable Fair Market Rental Value as determined by Landlord within thirty (30) days after receipt of Tenant’s Renewal Notice. Tenant shall, within fifteen (15) days after receipt of Landlord’s determination of the Fair Market Rental Value, notify Landlord in writing whether Tenant accepts or rejects Landlord’s determination of the Fair Market Rental Value. If Tenant fails to notify Landlord that it rejects Landlord’s determination of the Fair Market Rental Value within such fifteen (15) day period (time being of the essence), Tenant shall be deemed to have irrevocably accepted Landlord’s determination a part of, and not in addition to, any duly exercised extension period permitted by this paragraph. Time is specifically made of the Fair Market Rental Valueessence of this Section. If Tenant rejects Landlord’s determination EXHIBIT G Form Letter of Credit: ………………………………………………………………………………………………………………… …………………………………………………………………………………………………………… IF THIS LANGUAGE FOR THE STANDBY LETTER OF CREDIT IS TO BE USED THEN THE OBLIGOR/APPLICANT MUST SIGNIFY THEIR APPROVAL BY SIGNING-OFF ON THIS EXHIBIT. APPROVED AS ISSUED COMPANY: _________________________ By: X AUTHORIZED SIGNATURE OF OBLIGOR/APPLICANT DATE ………………………………………………………………………………………………………………… CITIBANK, N.A. HAS PREPARED THIS DRAFT UPON REQUEST AND BASED ON INFORMATION SUPPLIED TO IT. NO REPRESENTATION OR COMMITMENT IS MADE BY CITIBANK, N.A. REGARDING THE ACCURACY OR SUITABILITY OF THIS DRAFT FOR ITS INTENDED PURPOSE ………………………………………………………………………………………………………………… DATE: ISSUING BANK: CITIBANK, N.A. C/O ITS SERVICER, CITICORP NORTH AMERICA, INC. 3000 XXXXXXXX XXXXXX, XXXXXXXX X, 0XX XXXXX XXXXX, XX 00000 BENEFICIARY: THE IRVINE COMPANY, LLC 500 XXXXXXX XXXXXX XXXXX XXXXXXX XXXXX, XX 00000 ATTN: SENIOR VP, PROPERTY OPERATIONS, IRVINE OFF. PROP. APPLICANT: INTERCEPT PHARMACEUTICALS, INC. 400 X 00XX XX, XXXXX 000 XXX XXXX, XX 00000 LETTER OF CREDIT NO. GENTLEMEN: BY ORDER OF OUR CLIENT, INTERCEPT PHARMACEUTICALS, INC. (THE “APPLICANT”), WE HEREBY OPEN OUR IRREVOCABLE STANDBY LETTER OF CREDIT NO. _____________, IN YOUR FAVOR FOR AN AMOUNT NOT TO EXCEED IN AGGREGATE USD874,000.00 (EIGHT HUNDRED SEVENTY FOUR THOUSAND AND 00/100 U.S. DOLLARS), EFFECTIVE IMMEDIATELY AND EXPIRING AT THE OFFICE OF OUR SERVICER, CITICORP NORTH AMERICA, INC. AT 3000 XXXXXXXX XXXXXX, XXXXXXXX X, 0XX XXXXX, XXXXX, XXXXXXX 00000 ATTN. STANDBY LETTER OF CREDIT UNIT OR SUCH OTHER OFFICE AS WE MAY ADVISE YOU FROM TIME TO TIME (THE “OFFICE”), ON APRIL 14, 2015. FUNDS HEREUNDER ARE AVAILABLE TO YOU AGAINST PRESENTATION OF YOUR SIGHT DRAFT(S), DRAWN ON US, MENTIONING THEREON OUR LETTER OF CREDIT NUMBER _____________, ACCOMPANIED BY YOUR WRITTEN AND DATED STATEMENT, SIGNED BY AN AUTHORIZED OFFICER OF YOUR COMPANY, STATING THE FOLLOWING: “WE HEREBY CERTIFY THAT THE AMOUNT OF ANY DRAFT(S) DRAWN HEREUNDER REPRESENTS FUNDS DUE AND PAYABLE BECAUSE A DEFAULT HAS OCCURRED UNDER THAT CERTAIN LEASE AGREEMENT BETWEEN INTERCEPT PHARMACEUTICALS, INC. (THE "TENANT"), AND THE IRVINE COMPANY, LLC (THE "LANDLORD"), DATED ______________; WRITTEN NOTICE OF SUCH DEFAULT WAS DULY GIVEN TO THE TENANT AND ALL APPLICABLE GRACE PERIODS EXPIRED UNDER SAID LEASE." IT IS A CONDITION OF THIS LETTER OF CREDIT THAT IT SHALL BE DEEMED AUTOMATICALLY EXTENDED, WITHOUT AMENDMENT, FOR ADDITIONAL PERIOD(S) OF ONE YEAR FROM THE EXPIRY DATE HEREOF, OR ANY FUTURE EXPIRATION DATE, BUT NOT BEYOND NOVEMBER 01, 2019, UNLESS AT LEAST SIXTY (60) DAYS PRIOR TO ANY EXPIRATION DATE WE NOTIFY YOU BY REGISTERED MAIL OR BY ANY OTHER RECEIPTED MEANS THAT WE ELECT NOT TO CONSIDER THIS LETTER OF CREDIT RENEWED FOR ANY SUCH ADDITIONAL PERIOD, WHEREUPON YOU MAY DRAW FOR THE AVAILABLE AMOUNT UNDER THIS LETTER OF CREDIT BY MEANS OF YOUR SIGHT DRAFT(S), DRAWN ON US, MENTIONING OUR LETTER OF CREDIT NUMBER. IT IS A CONDITION OF THIS LETTER OF CREDIT THAT IT IS TRANSFERABLE AND MAY BE TRANSFERRED IN ITS ENTIRETY, BUT NOT IN PART, AND MAY BE SUCCESSIVELY TRANSFERRED BY YOU OR ANY TRANSFEREE HEREUNDER TO A SUCCESSOR TRANSFEREE(S). TRANSFER UNDER THIS LETTER OF CREDIT TO SUCH TRANSFEREE SHALL BE EFFECTED UPON PRESENTATION TO US OF THE ORIGINAL OF THIS LETTER OF CREDIT AND ANY AMENDMENTS HERETO ACCOMPANIED BY A REQUEST DESIGNATING THE TRANSFEREE IN THE FORM OF EXHIBIT "A" ATTACHED HERETO APPROPRIATELY COMPLETED, ALONG WITH PAYMENT OF 1/4 OF ONE PERCENT (MINIMUM $250) AS A TRANSFER FEE. WE HEREBY AGREE TO HONOR EACH DRAFT DRAWN UNDER AND IN COMPLIANCE WITH THE TERMS AND CONDITIONS OF THIS LETTER OF CREDIT IF PRESENTED, AS SPECIFIED, AT OUR OFFICE ON OR BEFORE EXPIRATION DATE. IN ADDITION, PRESENTATION OF SUCH DRAFT AND CERTIFICATE MAY ALSO BE MADE BY FAX TRANSMISSION TO FAX NO. 800-000-0000 OR SUCH OTHER FAX NUMBER IDENTIFIED BY CITIBANK, N.A. IN A WRITTEN NOTICE TO YOU. TO THE EXTENT A PRESENTATION IS MADE BY FAX TRANSMISSION, YOU MUST (I) PROVIDE TELEPHONE NOTIFICATION THEREOF TO CITIBANK, N.A. (PHONE NO. 800 000 0000) PRIOR TO OR SIMULTANEOUSLY WITH THE SENDING OF SUCH FAX TRANSMISSION AND (II) SEND THE ORIGINAL OF SUCH DRAFT AND CERTIFICATE TO CITIBANK, N.A. BY OVERNIGHT COURIER, AT THE ADDRESS PROVIDED ABOVE FOR PRESENTATION OF DOCUMENTS , PROVIDED HOWEVER, THAT CITIBANK, N.A.'S RECEIPT OF SUCH TELEPHONE NOTICE OR ORIGINAL DOCUMENTS SHALL NOT BE A CONDITION TO PAYMENT HEREUNDER. SHOULD YOU HAVE OCCASION TO COMMUNICATE WITH US REGARDING THIS LETTER OF CREDIT, PLEASE DIRECT YOUR CORRESPONDENCE TO OUR OFFICE, MAKING SPECIFIC MENTION OF THE LETTER OF CREDIT NUMBER INDICATED ABOVE. FOR INQUIRIES YOU MAY CONTACT US AT 1-000-000-0000 OR VIA SWIFT CXXXXX00. ALL PARTIES TO THIS LETTER OF CREDIT ARE ADVISED THAT THE U.S. GOVERNMENT HAS IN PLACE CERTAIN SANCTIONS AGAINST CERTAIN COUNTRIES, INDIVIDUALS, ENTITIES, AND VESSELS. CITIGROUP ENTITIES, INCLUDING BRANCHES AND, IN CERTAIN CIRCUMSTANCES, SUBSIDIARIES, ARE/WILL BE PROHIBITED FROM ENGAGING IN TRANSACTIONS OR OTHER ACTIVITIES WITHIN THE SCOPE OF APPLICABLE SANCTIONS EXCEPT AS FAR AS OTHERWISE EXPRESSLY STATED HEREIN, THIS STANDBY LETTER OF CREDIT IS SUBJECT TO THE INTERNATIONAL STANDBY PRACTICES (“ISP98”), INTERNATIONAL CHAMBER OF COMMERCE, PUBLICATION NO. 590, AND AS TO MATTERS NOT GOVERNED BY THE ISP98, SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK AND APPLICABLE U.S. FEDERAL LAW. Exhibit A Request for Full Transfer Relinquishing all Rights as Beneficiary (This form is to be used when the Letter of Credit is to be Transferred in its entirety and, no substitution of invoices is involved and, no rights are to be retained by the undersigned Beneficiary.) Citicorp North America Inc., Date: As Servicer for Citibank, N.A. 3000 Xxxxxxxx Xxxxxx, Xxxx. X, 0xx Xx. Txxxx, XX 00000 Re: L/C No. ______________________ Issued by: CITIBANK, N.A. Citibank, N.A. Ref: ______________________ Gentlemen: Receipt is acknowledged of the Fair Market Rental Value within such fifteen (15) day period (time being of the essence), then Landlord and Tenant shall each select a Qualified Broker (as defined below) within ten (10) business days following delivery of Tenant’s rejection notice. If a party fails original instrument which you forwarded to timely select a Qualified Broker, the determination of the Fair Market Rental Value for the Premises shall be made by the Qualified Broker selected by the other party. If each party selects a Qualified Broker, the two (2) Qualified Brokers selected by Landlord and Tenant shall select a third Qualified Broker by mutual agreement reached within five (5) business days after selection of the first two (2) Qualified Brokers by Landlord and Tenant. Within ten (10) business days after the third Qualified Broker has been selected, all of the Qualified Brokers shall meet to attempt to agree upon the Fair Market Rental Value for the Premises. If the Qualified Brokers are unable to reach agreement, all Qualified Brokers shall, within ten (10) business days after the expiration of the preceding ten (10) business day period, arrange to simultaneously submit to Landlord and Tenant in writing their determinations of Fair Market Rental Value. Landlord shall be responsible for any and all costs associated with the retention of the Qualified Broker selected by Landlord, Tenant shall be responsible for any and all costs associated with the retention of the Qualified Broker selected by Tenant and Landlord and Tenant shall each be responsible for one half (1/2) of any and all costs associated with the retention of the third Qualified Broker. All brokers selected pursuant to this section shall be (a) a commercial real estate broker licensed in Massachusetts, specializing in the leasing of laboratory space in the Bedford, Billerica and Burlington, Massachusetts submarket, with not less than ten (10) years’ experience in appraising comparable commercial properties in such market and recognized as reputable within the local real estate industry, and (b) independent and none of the brokers nor their firms shall have been employed by Landlord (with respect us relative to the Building), Tenant or their affiliates for issuance of a Letter of Credit ( herein called the immediately preceding five (5“Credit” ) years (each such broker being defined herein for purposes bearing your reference number as above in favor of this paragraph as a “Qualified Broker”). The Fair Market Rental Value shall be ourselves and/or Transferees and we hereby request you to transfer the average (“average” shall refer herein to the sum said Letter of the fair market rent determinations divided by the number of brokers) of the fair market rent determinations of the three (3) brokers, unless the highest determination of the three (3) brokers is greater than 10% higher than the next highest determinationCredit, in which case it shall be discardedits entirety, or unless to: _____________________________________________________________________________________ whose address is_______________________________________________________________________ _____________________________________________________________________________________ (Optional) Please advise Beneficiary through the lowest of the three (3) determinations is greater than 10% lower than the next lowest determination, in which case it shall be discarded. If one determination is discarded, then the Fair Market Rental Value shall be the average of the remaining two (2) determinations. If both the highest determination and the lowest determination are discarded, then the Fair Market Rental Value shall be the remaining determination. The Fair Market Rental Value for the Premises determined in accordance with the terms hereof shall be final and binding on Landlord and Tenant.below indicated Advising Bank: _____________________________________________________________________________________

Right to Extend. Subject Provided that Tenant is not in Default under any provision of this Lease at the time of exercise of the extension right granted herein, and provided further that Tenant is occupying at least 60% of the Building (or in the event Tenant leases one or more of the First Right Spaces Tenant shall occupy at least 75% of the then total rentable square feet of the Premises) and has not assigned or sublet any of its interest in this Lease (except in connection with a Permitted Transfer of this Lease to the followingan Affiliate as described in Section 9.1(e) hereof), Tenant may extend the Term of this Lease for one period of 60 months. Tenant shall have the exercise its right (the “Extension Option”) to extend the Lease Term for two (2) successive periods of five (5) years each (eachby and only by delivering to Landlord, an “Term Extension” and collectively the “Term Extensions”), by giving Landlord written notice (the “Renewal Notice”) irrevocably exercising such extension, which notice must be received by Landlord not later less than the date twelve (12) 9 months nor more than 12 months prior to the otherwise applicable last day expiration date of the Lease Term (as the same may have been extended for the first Term Extension), time being of the essence. If each such extension is timely and properly exercised, the Lease Term shall be automatically extended to include the applicable Term Extension upon the same terms and conditions except that (i) during the second Term Extension, Tenant shall have no further option to extend the Term, Tenant’s written notice of its irrevocable commitment to extend (ii) the Base “Commitment Notice”). Should Tenant fail timely to deliver the Commitment Notice, then this extension right shall thereupon lapse and be of no further force or effect. The Basic Rent for each Term Extension shall be payable under the greater of (a) ninety-five (95%) of the Fair Market Rental Value for the Premises as determined in accordance with the terms hereof, and (b) the Base Rent then in effect immediately prior to Lease during the extension of the Term shall be at the prevailing market rental rate (including periodic adjustments) for comparable and similarly improved office space being leased by Landlord in the Project as of the commencement of the extension period, based on a reasonable extrapolation of Landlord’s then-current leasing rates (the “Prevailing Rate”). In the event that the parties are not able to agree on the Prevailing Rate within 120 days prior to the expiration date of the Term, then current Term either party may elect, by written notice to the other party, to cause said rental, including subsequent adjustments, to be determined by appraisal as follows. Within 10 business days following receipt of this Agreementsuch appraisal election, and (iii) Landlord the parties shall attempt to agree on an appraiser to determine the Prevailing Rate. If the parties are unable to agree in that time, then each party shall designate an appraiser within 10 business days thereafter. Should either party fail to so designate an appraiser within that time, then the appraiser designated by the other party shall determine the Prevailing Rate. Should each of the parties timely designate an appraiser, then the two appraisers so designated shall appoint a third appraiser who shall, acting alone, determine the fair market rental value of the Premises. Any appraiser designated hereunder shall have no obligation an M.A.I. certification or equivalent with not less than 5 years experience in the valuation of commercial office buildings in San Diego County, California. Within 10 business days following the selection of the appraiser, Landlord and Tenant shall each submit in writing to preparethe appraiser its determination of the rental rate for the extension period (respectively, refurbish the “Landlord’s Determination” and the “Tenant’s Determination”). Should either party fail timely to submit its rental determination, then the determination of the other party shall be conclusive and binding on the parties. The appraiser shall not disclose to either party the rental determination of the other party until the expiration of that 10 business day period or, if sooner, the appraiser’s receipt of both the Landlord’s Determination and the Tenant’s Determination. Within 30 days following the selection of the appraiser and such appraiser’s receipt of the Landlord’s Determination and the Tenant’s Determination, the appraiser shall determine whether the rental rate determined by Landlord or construct by Tenant more accurately reflects Prevailing Rate for the Premises or any part thereof prior Premises, as reasonably extrapolated to the commencement of the Extension Term extension term. Accordingly, either the Landlord’s Determination or otherwise provide the Tenant’s Determination shall be selected by the appraiser as the fair market rental rate for the extension period. In determining such value, the appraiser shall first consider rental comparables for the Building and the Project, provided that if adequate comparables do not exist then the appraiser may consider transactions involving similarly improved space shown on Exhibit Y with appropriate adjustments for differences in location and quality of project. In no event shall the appraiser attribute factors for market tenant improvement allowances or brokerage commissions to reduce said fair market rental (it being understood, however, that if a proposed third party tenant transaction for the Premises would require the payment of a brokerage commission by Landlord and if Tenant is then being actively represented by a broker, Landlord shall pay a comparable commission to Tenant’s broker). At any amount of free rent or improvement allowance in respect time before the decision of the Premises. Any exercise of an Extension Option appraiser is rendered, either party may, by Tenant as provided herein written notice to the other party, accept the rental terms submitted by the other party, in which event such terms shall be irrevocabledeemed adopted as the agreed fair market rental. If for any reason the Fair Market Rental Value has not been determined as The fees of the commencement date appraiser(s) shall be borne entirely by the party whose determination of the Term Extension, Tenant initially shall pay Base Rent in an amount equal to one hundred three percent (103%) of fair market rental rate was not accepted by the Base Rent in effect immediately prior to the commencement date of the Term Extension , with a retroactive adjustment to be made within fourteen (14) days after the determination of Fair Market Rental Valueappraiser. If Tenant exercises the Extension Option, within fifteen (15) Within 20 days after the determination of the Fair Market Rental Value fair market rental, Landlord shall prepare a reasonably appropriate amendment to this Lease for the Premises as herein provided, the Landlord extension period and Tenant shall execute and return same to Landlord within 10 days. Should the fair market rental not be established by the commencement of the extension period, then Tenant shall continue paying rent at the rate in effect during the last month of the initial Term, and a lump sum adjustment shall be made promptly upon the determination of such new rental. If Tenant fails to timely comply with any of the provisions of this paragraph, Tenant’s right to extend the Term may, at Landlord’s election and in addition to any other remedies that may be available to Landlord, be extinguished, in which event the Lease shall automatically terminate as of the initial expiration date of the Term. Any attempt to assign or transfer any right or interest created by this paragraph to other than an Affiliate shall be void from its inception. Tenant shall have no other right to extend the Term beyond the single 60 month extension created by this paragraph. Unless agreed to in a writing signed by Landlord and Tenant, any extension of the Term, whether created by an amendment to this Lease confirming same, provided that the failure of either party to do so shall not affect the rights and obligations or by a holdover of the parties hereunder. Tenant shall not be entitled to exercise its extension right pursuant to the terms of this Section if, at the time of exercise or at the commencement of the Term Extension, (i) Tenant is in default beyond any applicable notice and cure period provided in this LeasePremises by Tenant, or (ii) this Lease is not in full force and effect. In the event Tenant timely delivers its Renewal Notice as set forth aboveotherwise, Landlord shall notify Tenant of the applicable Fair Market Rental Value as determined by Landlord within thirty (30) days after receipt of Tenant’s Renewal Notice. Tenant shall, within fifteen (15) days after receipt of Landlord’s determination of the Fair Market Rental Value, notify Landlord in writing whether Tenant accepts or rejects Landlord’s determination of the Fair Market Rental Value. If Tenant fails to notify Landlord that it rejects Landlord’s determination of the Fair Market Rental Value within such fifteen (15) day period (time being of the essence), Tenant shall be deemed to have irrevocably accepted Landlord’s determination a part of, and not in addition to, any duly exercised extension period permitted by this paragraph. Time is specifically made of the Fair Market Rental Value. If Tenant rejects Landlord’s determination of the Fair Market Rental Value within such fifteen (15) day period (time being of the essence), then Landlord and Tenant shall each select a Qualified Broker (as defined below) within ten (10) business days following delivery of Tenant’s rejection notice. If a party fails to timely select a Qualified Broker, the determination of the Fair Market Rental Value for the Premises shall be made by the Qualified Broker selected by the other party. If each party selects a Qualified Broker, the two (2) Qualified Brokers selected by Landlord and Tenant shall select a third Qualified Broker by mutual agreement reached within five (5) business days after selection of the first two (2) Qualified Brokers by Landlord and Tenant. Within ten (10) business days after the third Qualified Broker has been selected, all of the Qualified Brokers shall meet to attempt to agree upon the Fair Market Rental Value for the Premises. If the Qualified Brokers are unable to reach agreement, all Qualified Brokers shall, within ten (10) business days after the expiration of the preceding ten (10) business day period, arrange to simultaneously submit to Landlord and Tenant essence in writing their determinations of Fair Market Rental Value. Landlord shall be responsible for any and all costs associated with the retention of the Qualified Broker selected by Landlord, Tenant shall be responsible for any and all costs associated with the retention of the Qualified Broker selected by Tenant and Landlord and Tenant shall each be responsible for one half (1/2) of any and all costs associated with the retention of the third Qualified Broker. All brokers selected pursuant to this section shall be (a) a commercial real estate broker licensed in Massachusetts, specializing in the leasing of laboratory space in the Bedford, Billerica and Burlington, Massachusetts submarket, with not less than ten (10) years’ experience in appraising comparable commercial properties in such market and recognized as reputable within the local real estate industry, and (b) independent and none of the brokers nor their firms shall have been employed by Landlord (with respect to the Building), Tenant or their affiliates for the immediately preceding five (5) years (each such broker being defined herein for purposes of this paragraph as a “Qualified Broker”). The Fair Market Rental Value shall be the average (“average” shall refer herein to the sum of the fair market rent determinations divided by the number of brokers) of the fair market rent determinations of the three (3) brokers, unless the highest determination of the three (3) brokers is greater than 10% higher than the next highest determination, in which case it shall be discarded, or unless the lowest of the three (3) determinations is greater than 10% lower than the next lowest determination, in which case it shall be discarded. If one determination is discarded, then the Fair Market Rental Value shall be the average of the remaining two (2) determinations. If both the highest determination and the lowest determination are discarded, then the Fair Market Rental Value shall be the remaining determination. The Fair Market Rental Value for the Premises determined in accordance with the terms hereof shall be final and binding on Landlord and TenantSection.

Right to Extend. Subject Provided that Tenant is not in Default under any provision of this Lease at the time of exercise of the extension right granted herein, and provided further that Tenant is occupying the entire Premises and has not assigned or sublet any of its interest in this Lease (except in connection with a Permitted Transfer of this Lease to the followingan Affiliate as described in Section 9.2 hereof), Tenant may extend the Term of this Lease for one period of 60 months. Tenant shall have the exercise its right (the “Extension Option”) to extend the Lease Term for two (2) successive periods of five (5) years each (eachby and only by delivering to Landlord, an “Term Extension” and collectively the “Term Extensions”), by giving Landlord written notice (the “Renewal Notice”) irrevocably exercising such extension, which notice must be received by Landlord not later less than the date twelve (12) 9 months nor more than 12 months prior to the otherwise applicable last day expiration date of the Term, Tenant’s written notice of its irrevocable commitment to extend (the “Commitment Notice”). Should Tenant fail timely to deliver the Commitment Notice, then this extension right shall thereupon lapse and be of no further force or effect. The Basic Rent payable under the Lease Term (as during the same may have been extended for the first Term Extension), time being extension of the essence. If each such extension is timely and properly exercised, the Lease Term shall be automatically extended at the prevailing market rental rate (including periodic adjustments) for comparable and similarly improved Class A office space in the UTC submarket of San Diego as of the commencement of the extension period. In no event shall the monthly Basic Rent payable for the extension period be less than the Basic Rent payable during the month immediately preceding the commencement of such extension period. Promptly following receipt of the Commitment Notice, Landlord shall prepare an appropriate amendment to include the applicable Lease memorializing the extension of the Term Extension in accordance with the foregoing, and Tenant shall duly execute and return same to Landlord within 15 days. If Tenant fails timely to do so, then Landlord, at its sole discretion, may either enforce its rights under this Section or, upon written notice to Tenant, elect to cause Tenant’s right to extend to be extinguished, in which event this Lease shall terminate as of the originally scheduled date of expiration. Should Landlord elect the latter, then this Lease shall terminate upon the same terms scheduled date of expiration and conditions except that (i) during the second Term Extension, Tenant’s rights under this paragraph shall be of no further force or effect. Any attempt to assign or transfer any right or interest created by this paragraph to other than an Affiliate shall be void from its inception. Tenant shall have no further option other right to extend the TermTerm beyond the single 60 month extension created by this paragraph. Unless agreed to in a writing signed by Landlord and Tenant, (ii) the Base Rent for each Term Extension shall be the greater of (a) ninety-five (95%) of the Fair Market Rental Value for the Premises as determined in accordance with the terms hereof, and (b) the Base Rent then in effect immediately prior to the any extension of the then current Term of this AgreementTerm, and (iii) Landlord shall have no obligation to prepare, refurbish or construct the Premises or any part thereof prior to the commencement of the Extension Term or otherwise provide any amount of free rent or improvement allowance in respect of the Premises. Any exercise of an Extension Option whether created by Tenant as provided herein shall be irrevocable. If for any reason the Fair Market Rental Value has not been determined as of the commencement date of the Term Extension, Tenant initially shall pay Base Rent in an amount equal to one hundred three percent (103%) of the Base Rent in effect immediately prior to the commencement date of the Term Extension , with a retroactive adjustment to be made within fourteen (14) days after the determination of Fair Market Rental Value. If Tenant exercises the Extension Option, within fifteen (15) days after the determination of the Fair Market Rental Value for the Premises as herein provided, the Landlord and Tenant shall execute an amendment to this Lease confirming same, provided that the failure of either party to do so shall not affect the rights and obligations or by a holdover of the parties hereunder. Tenant shall not be entitled to exercise its extension right pursuant to the terms of this Section if, at the time of exercise or at the commencement of the Term Extension, (i) Tenant is in default beyond any applicable notice and cure period provided in this LeasePremises by Tenant, or (ii) this Lease is not in full force and effect. In the event Tenant timely delivers its Renewal Notice as set forth aboveotherwise, Landlord shall notify Tenant of the applicable Fair Market Rental Value as determined by Landlord within thirty (30) days after receipt of Tenant’s Renewal Notice. Tenant shall, within fifteen (15) days after receipt of Landlord’s determination of the Fair Market Rental Value, notify Landlord in writing whether Tenant accepts or rejects Landlord’s determination of the Fair Market Rental Value. If Tenant fails to notify Landlord that it rejects Landlord’s determination of the Fair Market Rental Value within such fifteen (15) day period (time being of the essence), Tenant shall be deemed to have irrevocably accepted Landlord’s determination of the Fair Market Rental Valuea part of, and not in addition to, any duly exercised extension period permitted by this Section. If Tenant rejects Landlord’s determination of the Fair Market Rental Value within such fifteen (15) day period (time being of the essence), then Landlord and Tenant shall each select a Qualified Broker (as defined below) within ten (10) business days following delivery of Tenant’s rejection notice. If Right to Extend is subject and subordinate to the expansion rights (whether such rights are designated as a party fails to timely select a Qualified Brokerright of first offer, the determination right of the Fair Market Rental Value for the Premises shall be made by the Qualified Broker selected by the other party. If each party selects a Qualified Brokerfirst refusal, the two (2) Qualified Brokers selected by Landlord and Tenant shall select a third Qualified Broker by mutual agreement reached within five (5) business days after selection of the first two (2) Qualified Brokers by Landlord and Tenant. Within ten (10) business days after the third Qualified Broker has been selected, all of the Qualified Brokers shall meet to attempt to agree upon the Fair Market Rental Value for the Premises. If the Qualified Brokers are unable to reach agreement, all Qualified Brokers shall, within ten (10) business days after the expiration of the preceding ten (10) business day period, arrange to simultaneously submit to Landlord and Tenant in writing their determinations of Fair Market Rental Value. Landlord shall be responsible for any and all costs associated with the retention of the Qualified Broker selected by Landlord, Tenant shall be responsible for any and all costs associated with the retention of the Qualified Broker selected by Tenant and Landlord and Tenant shall each be responsible for one half (1/2expansion option or otherwise) of any and all costs associated with the retention tenant of the third Qualified BrokerBuilding existing on the date hereof. All brokers selected pursuant to this section shall be (a) a commercial real estate broker licensed in Massachusetts, specializing in the leasing of laboratory space in the Bedford, Billerica and Burlington, Massachusetts submarket, with not less than ten (10) years’ experience in appraising comparable commercial properties in such market and recognized as reputable within the local real estate industry, and (b) independent and none Time is specifically made of the brokers nor their firms shall have been employed by Landlord (with respect to the Building), Tenant or their affiliates for the immediately preceding five (5) years (each such broker being defined herein for purposes essence of this paragraph as a “Qualified Broker”). The Fair Market Rental Value shall be the average (“average” shall refer herein to the sum of the fair market rent determinations divided by the number of brokers) of the fair market rent determinations of the three (3) brokers, unless the highest determination of the three (3) brokers is greater than 10% higher than the next highest determination, in which case it shall be discarded, or unless the lowest of the three (3) determinations is greater than 10% lower than the next lowest determination, in which case it shall be discarded. If one determination is discarded, then the Fair Market Rental Value shall be the average of the remaining two (2) determinations. If both the highest determination and the lowest determination are discarded, then the Fair Market Rental Value shall be the remaining determination. The Fair Market Rental Value for the Premises determined in accordance with the terms hereof shall be final and binding on Landlord and TenantSection.

Right to Extend. Subject Provided that Tenant is not in Default under any provision of this Lease at the time of exercise of the extension right granted herein, and provided further that Tenant is occupying the entire Premises and has not assigned or sublet any of its interest in this Lease (except in connection with a Permitted Transfer of this Lease to the followingan Affiliate as described in Section 9.2 hereof), Tenant may extend the Term of this Lease for one period of 60 months. Tenant shall have the exercise its right (the “Extension Option”) to extend the Lease Term for two (2) successive periods of five (5) years each (eachby and only by delivering to Landlord, an “Term Extension” and collectively the “Term Extensions”), by giving Landlord written notice (the “Renewal Notice”) irrevocably exercising such extension, which notice must be received by Landlord not later less than the date twelve (12) 9 months nor more than 12 months prior to the otherwise applicable last day expiration date of the Term, Tenant’s written notice of its irrevocable commitment to extend (the “Commitment Notice”). Should Tenant fail timely to deliver the Commitment Notice, then this extension right shall thereupon lapse and be of no further force or effect. The Basic Rent payable under the Lease Term (as during the same may have been extended for the first Term Extension), time being extension of the essence. If each such extension is timely and properly exercised, the Lease Term shall be automatically extended at the prevailing market rental rate (including periodic adjustments) for comparable and similarly improved Class A office space in the University Towne Centre submarket of San Diego as of the commencement of the extension period, as determined by Landlord, based on a reasonable extrapolation of Landlord’s then-current leasing rates. In no event shall the monthly Basic Rent payable for the extension period be less than the Basic Rent payable during the month immediately preceding the commencement of such extension period. Promptly following receipt of the Commitment Notice, Landlord shall prepare an appropriate amendment to include the applicable Lease memorializing the extension of the Term Extension in accordance with the foregoing, and Tenant shall duly execute and return same to Landlord within 15 days. If Tenant fails timely to do so, then Landlord, at its sole discretion, may either enforce its rights under this Section or, upon written notice to Tenant, elect to cause Tenant’s right to extend to be extinguished, in which event this Lease shall terminate as of the originally scheduled date of expiration. Should Landlord elect the latter, then this Lease shall terminate upon the same terms scheduled date of expiration and conditions except that (i) during the second Term Extension, Tenant’s rights under this paragraph shall be of no further force or effect. Any attempt to assign or transfer any right or interest created by this paragraph to other than an Affiliate shall be void from its inception. Tenant shall have no further option other right to extend the TermTerm beyond the single 60 month extension created by this paragraph. Unless agreed to in a writing signed by Landlord and Tenant, (ii) the Base Rent for each Term Extension shall be the greater of (a) ninety-five (95%) of the Fair Market Rental Value for the Premises as determined in accordance with the terms hereof, and (b) the Base Rent then in effect immediately prior to the any extension of the then current Term of this AgreementTerm, and (iii) Landlord shall have no obligation to prepare, refurbish or construct the Premises or any part thereof prior to the commencement of the Extension Term or otherwise provide any amount of free rent or improvement allowance in respect of the Premises. Any exercise of an Extension Option whether created by Tenant as provided herein shall be irrevocable. If for any reason the Fair Market Rental Value has not been determined as of the commencement date of the Term Extension, Tenant initially shall pay Base Rent in an amount equal to one hundred three percent (103%) of the Base Rent in effect immediately prior to the commencement date of the Term Extension , with a retroactive adjustment to be made within fourteen (14) days after the determination of Fair Market Rental Value. If Tenant exercises the Extension Option, within fifteen (15) days after the determination of the Fair Market Rental Value for the Premises as herein provided, the Landlord and Tenant shall execute an amendment to this Lease confirming same, provided that the failure of either party to do so shall not affect the rights and obligations or by a holdover of the parties hereunder. Tenant shall not be entitled to exercise its extension right pursuant to the terms of this Section if, at the time of exercise or at the commencement of the Term Extension, (i) Tenant is in default beyond any applicable notice and cure period provided in this LeasePremises by Tenant, or (ii) this Lease is not in full force and effect. In the event Tenant timely delivers its Renewal Notice as set forth aboveotherwise, Landlord shall notify Tenant of the applicable Fair Market Rental Value as determined by Landlord within thirty (30) days after receipt of Tenant’s Renewal Notice. Tenant shall, within fifteen (15) days after receipt of Landlord’s determination of the Fair Market Rental Value, notify Landlord in writing whether Tenant accepts or rejects Landlord’s determination of the Fair Market Rental Value. If Tenant fails to notify Landlord that it rejects Landlord’s determination of the Fair Market Rental Value within such fifteen (15) day period (time being of the essence), Tenant shall be deemed to have irrevocably accepted Landlord’s determination of the Fair Market Rental Valuea part of, and not in addition to, any duly exercised extension period permitted by this Section. If Tenant rejects Landlord’s determination of the Fair Market Rental Value within such fifteen (15) day period (time being of the essence), then Landlord and Tenant shall each select a Qualified Broker (as defined below) within ten (10) business days following delivery of Tenant’s rejection notice. If Right to Extend is subject and subordinate to the expansion rights (whether such rights are designated as a party fails to timely select a Qualified Brokerright of first offer, the determination right of the Fair Market Rental Value for the Premises shall be made by the Qualified Broker selected by the other party. If each party selects a Qualified Brokerfirst refusal, the two (2) Qualified Brokers selected by Landlord and Tenant shall select a third Qualified Broker by mutual agreement reached within five (5) business days after selection of the first two (2) Qualified Brokers by Landlord and Tenant. Within ten (10) business days after the third Qualified Broker has been selected, all of the Qualified Brokers shall meet to attempt to agree upon the Fair Market Rental Value for the Premises. If the Qualified Brokers are unable to reach agreement, all Qualified Brokers shall, within ten (10) business days after the expiration of the preceding ten (10) business day period, arrange to simultaneously submit to Landlord and Tenant in writing their determinations of Fair Market Rental Value. Landlord shall be responsible for any and all costs associated with the retention of the Qualified Broker selected by Landlord, Tenant shall be responsible for any and all costs associated with the retention of the Qualified Broker selected by Tenant and Landlord and Tenant shall each be responsible for one half (1/2expansion option or otherwise) of any and all costs associated with the retention tenant of the third Qualified BrokerBuilding existing on the date hereof. All brokers selected pursuant to this section shall be (a) a commercial real estate broker licensed in Massachusetts, specializing in the leasing of laboratory space in the Bedford, Billerica and Burlington, Massachusetts submarket, with not less than ten (10) years’ experience in appraising comparable commercial properties in such market and recognized as reputable within the local real estate industry, and (b) independent and none Time is specifically made of the brokers nor their firms shall have been employed by Landlord (with respect to the Building), Tenant or their affiliates for the immediately preceding five (5) years (each such broker being defined herein for purposes essence of this paragraph as a “Qualified Broker”). The Fair Market Rental Value shall be the average (“average” shall refer herein to the sum of the fair market rent determinations divided by the number of brokers) of the fair market rent determinations of the three (3) brokers, unless the highest determination of the three (3) brokers is greater than 10% higher than the next highest determination, in which case it shall be discarded, or unless the lowest of the three (3) determinations is greater than 10% lower than the next lowest determination, in which case it shall be discarded. If one determination is discarded, then the Fair Market Rental Value shall be the average of the remaining two (2) determinations. If both the highest determination and the lowest determination are discarded, then the Fair Market Rental Value shall be the remaining determination. The Fair Market Rental Value for the Premises determined in accordance with the terms hereof shall be final and binding on Landlord and TenantSection.

Right to Extend. Subject Provided that Tenant is not in default under any provision of the Lease at the time of exercise of the extension right granted herein, and provided further that Tenant is occupying at least 80% of the entire Premises and has not assigned or sublet more than 20% of its interest in the Lease (except in connection with a Permitted Transfer of the Lease to a Tenant Affiliate as described in Section 9.1(f) of the followingLease), Tenant may extend the Term of the Lease for one period of 60 months. Tenant shall have the exercise its right (the “Extension Option”) to extend the Lease Term for two (2) successive periods of five (5) years each (eachby and only by delivering to Landlord, an “Term Extension” and collectively the “Term Extensions”), by giving Landlord written notice (the “Renewal Notice”) irrevocably exercising such extension, which notice must be received by Landlord not later less than the date twelve (12) 6 months nor more than 9 months prior to the otherwise applicable last day expiration date of the Lease Term (as the same may have been extended for the first Term Extension), time being of the essence. If each such extension is timely and properly exercised, the Lease Term shall be automatically extended to include the applicable Term Extension upon the same terms and conditions except that (i) during the second Term Extension, Tenant shall have no further option to extend the Term, Tenant’s written notice of its irrevocable commitment to extend (ii) the Base “Commitment Notice”). Should Tenant fail timely to deliver the Commitment Notice, then this extension right shall thereupon lapse and be of no further force or effect. The Basic Rent for each Term Extension shall be payable under the greater of (a) ninety-five (95%) of the Fair Market Rental Value for the Premises as determined in accordance with the terms hereof, and (b) the Base Rent then in effect immediately prior to Lease during the extension of the Term shall be at the prevailing market rental rate (including periodic adjustments, a new base year, Tenant Improvements and other market concessions, if applicable) for comparable and similarly improved office space being leased by Landlord in the Building as of the commencement of the extension period, based on a reasonable extrapolation of Landlord’s then-current leasing rates (the “Prevailing Rate”). In the event that the parties are not able to agree on the Prevailing Rate within 120 days prior to the expiration date of the Term, then current Term either party may elect, by written notice to the other party, to cause said rental, including subsequent adjustments, to be determined by appraisal as follows. Within 10 days following receipt of this Agreementsuch appraisal election, and (iii) Landlord the parties shall attempt to agree on an appraiser to determine the Prevailing Rate. If the parties are unable to agree in that time, then each party shall designate an appraiser within 10 days thereafter. Should either party fail to so designate an appraiser within that time, then the appraiser designated by the other party shall determine the Prevailing Rate. Should each of the parties timely designate an appraiser, then the two appraisers so designated shall appoint a third appraiser who shall, acting alone, determine the fair market rental value of the Premises. Any appraiser designated hereunder shall have no obligation an M.A.I. certification or equivalent with not less than 5 years experience in the valuation of commercial office buildings in San Diego County, California. Within 10 days following the selection of the appraiser, Landlord and Tenant shall each submit in writing to preparethe appraiser its determination of the rental rate for the extension period (respectively, refurbish the “Landlord’s Determination” and the “Tenant’s Determination”). Should either party fail timely to submit its rental determination, then the determination of the other party shall be conclusive and binding on the parties. The appraiser shall not disclose to either party the rental determination of the other party until the expiration of that 10 day period or, if sooner, the appraiser’s receipt of both the Landlord’s Determination and the Tenant’s Determination. Within 30 days following the selection of the appraiser and such appraiser’s receipt of the Landlord’s Determination and the Tenant’s Determination, the appraiser shall determine whether the rental rate determined by Landlord or construct by Tenant more accurately reflects Prevailing Rate for the Premises or any part thereof prior Premises, as reasonably extrapolated to the commencement of the Extension Term extension term. Accordingly, either the Landlord’s Determination or otherwise provide the Tenant’s Determination shall be selected by the appraiser as the fair market rental rate for the extension period. In determining such value, the appraiser shall first consider rental comparables for the Building and the Project, provided that if adequate comparables do not exist then the appraiser may consider transactions involving similarly improved space in the vicinity with appropriate adjustments for differences in location and quality of project. In no event shall the appraiser attribute factors for market tenant improvement allowances or brokerage commissions to reduce said fair market rental. At any amount of free rent or improvement allowance in respect time before the decision of the Premises. Any exercise of an Extension Option appraiser is rendered, either party may, by Tenant as provided herein written notice to the other party, accept the rental terms submitted by the other party, in which event such terms shall be irrevocabledeemed adopted as the agreed fair market rental. If for any reason the Fair Market Rental Value has not been determined as The fees of the commencement date appraiser(s) shall be borne entirely by the party whose determination of the Term Extension, Tenant initially shall pay Base Rent in an amount equal to one hundred three percent (103%) of fair market rental rate was not accepted by the Base Rent in effect immediately prior to the commencement date of the Term Extension , with a retroactive adjustment to be made within fourteen (14) days after the determination of Fair Market Rental Valueappraiser. If Tenant exercises the Extension Option, within fifteen (15) Within 20 days after the determination of the Fair Market Rental Value fair market rental, Landlord shall prepare a reasonably appropriate amendment to this Lease for the Premises as herein provided, the Landlord extension period and Tenant shall execute an amendment and return same to this Lease confirming same, provided that Landlord within 10 days. Should the failure of either party to do so shall not affect the rights and obligations of the parties hereunder. Tenant shall fair market rental not be entitled to exercise its extension right pursuant to the terms of this Section if, at the time of exercise or at established by the commencement of the Term Extensionextension period, (i) then Tenant is shall continue paying rent at the rate in default beyond any applicable notice and cure period provided in this Lease, or (ii) this Lease is not in full force and effect. In effect during the event Tenant timely delivers its Renewal Notice as set forth above, Landlord shall notify Tenant last month of the applicable Fair Market Rental Value as determined by Landlord within thirty (30) days after receipt of Tenant’s Renewal Notice. Tenant shallTerm, within fifteen (15) days after receipt of Landlord’s and a lump sum adjustment shall be made promptly upon the determination of the Fair Market Rental Value, notify Landlord in writing whether Tenant accepts or rejects Landlord’s determination of the Fair Market Rental Valuesuch new rental. If Tenant fails to notify Landlord that it rejects timely comply with any of the provisions of this paragraph, Tenant’s right to extend the Term may, at Landlord’s determination of the Fair Market Rental Value within such fifteen (15) day period (time being of the essence), Tenant shall election and in addition to any other remedies that may be deemed available to have irrevocably accepted Landlord’s determination of the Fair Market Rental Value. If Tenant rejects Landlord’s determination of the Fair Market Rental Value within such fifteen (15) day period (time being of the essence), then Landlord and Tenant shall each select a Qualified Broker (as defined below) within ten (10) business days following delivery of Tenant’s rejection notice. If a party fails to timely select a Qualified Broker, the determination of the Fair Market Rental Value for the Premises shall be made by the Qualified Broker selected by the other party. If each party selects a Qualified Broker, the two (2) Qualified Brokers selected by Landlord and Tenant shall select a third Qualified Broker by mutual agreement reached within five (5) business days after selection of the first two (2) Qualified Brokers by Landlord and Tenant. Within ten (10) business days after the third Qualified Broker has been selected, all of the Qualified Brokers shall meet to attempt to agree upon the Fair Market Rental Value for the Premises. If the Qualified Brokers are unable to reach agreement, all Qualified Brokers shall, within ten (10) business days after the expiration of the preceding ten (10) business day period, arrange to simultaneously submit to Landlord and Tenant in writing their determinations of Fair Market Rental Value. Landlord shall be responsible for any and all costs associated with the retention of the Qualified Broker selected by Landlord, Tenant shall be responsible for any and all costs associated with the retention of the Qualified Broker selected by Tenant and Landlord and Tenant shall each be responsible for one half (1/2) of any and all costs associated with the retention of the third Qualified Broker. All brokers selected pursuant to this section shall be (a) a commercial real estate broker licensed in Massachusetts, specializing in the leasing of laboratory space in the Bedford, Billerica and Burlington, Massachusetts submarket, with not less than ten (10) years’ experience in appraising comparable commercial properties in such market and recognized as reputable within the local real estate industry, and (b) independent and none of the brokers nor their firms shall have been employed by Landlord (with respect to the Building), Tenant or their affiliates for the immediately preceding five (5) years (each such broker being defined herein for purposes of this paragraph as a “Qualified Broker”). The Fair Market Rental Value shall be the average (“average” shall refer herein to the sum of the fair market rent determinations divided by the number of brokers) of the fair market rent determinations of the three (3) brokers, unless the highest determination of the three (3) brokers is greater than 10% higher than the next highest determinationextinguished, in which case it event the Lease shall automatically terminate as of the initial expiration date of the Term. Any attempt to assign or transfer any right or interest created by this paragraph to other than a Tenant Affiliate shall be discarded, or unless void from its inception. Tenant shall have no other right to extend the lowest Term beyond the single 60 month extension created by this paragraph. Time is specifically made of the three (3) determinations is greater than 10% lower than the next lowest determination, essence in which case it shall be discarded. If one determination is discarded, then the Fair Market Rental Value shall be the average of the remaining two (2) determinations. If both the highest determination and the lowest determination are discarded, then the Fair Market Rental Value shall be the remaining determination. The Fair Market Rental Value for the Premises determined in accordance with the terms hereof shall be final and binding on Landlord and Tenantthis Section.

Right to Extend. Subject Provided (i) that Tenant has validly extended its lease pursuant to Section 3.5 of that certain lease dated November 30, 2011 between 4350 La Jolla Village LLC and Tenant, as amended, with respect to certain premises located at 0000 Xx Xxxxx Xxxxxxx Xxxxx, Xxx Xxxxx, XX and Section 3.5 of that certain undated lease, as amended, between Irvine Eastgate Office I LLC and Tenant with respect to certain premises located at 0000 Xxxxxxxx Xxxx, Xxx Xxxxx, XX, (ii) is not in monetary default beyond any applicable notice (actually provided and properly received by Tenant) and cure period under any provision of this Lease at the followingtime of exercise of the extension right granted herein, and (iii) that Tenant has not assigned or is then subletting more than thirty (30%) of the Premises (except in connection with an assignment of this Lease to a Tenant Affiliate as described in Section 9.1(f) hereof), Tenant shall have the right (the “Extension Option”) to may extend the Term of this Lease Term for two (2) successive consecutive periods of five sixty (560) years each (months each. Tenant shall exercise its right to extend the Term by and only by delivering to Landlord, an “Term Extension” and collectively the “Term Extensions”), by giving Landlord written notice (the “Renewal Notice”) irrevocably exercising such extension, which notice must be received by Landlord not later less than the date twelve (12) months nor more than fifteen (15) months prior to the otherwise applicable last day expiration date of the Lease Term then applicable Term, Tenant’s written notice of its intent to extend (as the same may have been extended for “Exercise Notice”). Should Tenant fail timely to deliver the first Term Extension)Exercise Notice, time being then this extension right (and any future extension right granted herein) shall thereupon lapse and be of the essenceno further force or effect. If each such extension is timely and properly exercised, The Basic Rent payable under the Lease Term shall be automatically extended to include the applicable Term Extension upon the same terms and conditions except that (i) during the second Term Extension, Tenant shall have no further option to extend the Term, (ii) the Base Rent for each Term Extension shall be the greater of (a) ninety-five (95%) of the Fair Market Rental Value for the Premises as determined in accordance with the terms hereof, and (b) the Base Rent then in effect immediately prior to the extension of the then current Term of this Agreement, and (iii) Landlord shall have no obligation to prepare, refurbish or construct the Premises or any part thereof prior to the commencement of the Extension Term or otherwise provide any amount of free rent or improvement allowance in respect of the Premises. Any exercise of an Extension Option by Tenant as provided herein shall be irrevocableat the fair market rental (the “Prevailing Rate”), including periodic adjustments, for comparable space with similar floor location and comparable views and similarly improved office space being leased within the UTC submarket “Comparable Buildings” (as defined below). If for any reason the Fair Market Rental Value has not been determined as of the commencement date of the Term Extension, Tenant initially shall pay Base Rent in an amount equal to one hundred three percent (103%) of the Base Rent in effect immediately prior to the commencement date of the Term Extension , with a retroactive adjustment to be made within fourteen (14) days after the determination of Fair Market Rental Value. If Tenant exercises the Extension Option, within Within fifteen (15) days after the determination following Tenant’s delivery of the Fair Market Rental Value for the Premises as herein provided, the Landlord and Tenant shall execute an amendment to this Lease confirming same, provided that the failure of either party to do so shall not affect the rights and obligations of the parties hereunder. Tenant shall not be entitled to exercise its extension right pursuant to the terms of this Section if, at the time of exercise or at the commencement of the Term Extension, (i) Tenant is in default beyond any applicable notice and cure period provided in this Lease, or (ii) this Lease is not in full force and effect. In the event Tenant timely delivers its Renewal Notice as set forth aboveExercise Notice, Landlord shall notify Tenant of the applicable Fair Market Rental Value as determined by Landlord within thirty in writing (30“Landlord’s Notice”) days after receipt of Tenant’s Renewal Notice. Tenant shall, within fifteen (15) days after receipt of Landlord’s determination calculation of the Fair Market Rental Value, notify Landlord in writing whether Tenant accepts or rejects Landlord’s determination of Prevailing Rate for the Fair Market Rental Valuecurrent extension period. If Tenant fails to notify Landlord that it rejects Landlord’s determination of the Fair Market Rental Value within such fifteen (15) day period (time being of the essence), Tenant shall be deemed to have irrevocably accepted Landlord’s determination of the Fair Market Rental Value. If Tenant rejects Landlord’s determination of the Fair Market Rental Value within such fifteen (15) day period (time being of the essence), then Landlord and Tenant shall each select a Qualified Broker (as defined below) within Within ten (10) business days following delivery of Landlord’s Notice, Tenant may, by written notice to Landlord (“Tenant’s rejection notice. If a party fails Notice”) elect either to timely select a Qualified Broker(a) rescind the Exercise Notice in which event this extension right shall permanently lapse, the (b) accept Landlord’s determination of the Fair Market Rental Value Prevailing Rate, or (c) require that the rental rate for the Premises shall for the extension term be made determined by appraisal. In the Qualified Broker selected by the other party. If each party selects a Qualified Broker, the two (2) Qualified Brokers selected by Landlord and event that Tenant’s Notice provides either that Tenant shall select a third Qualified Broker by mutual agreement reached within five (5) business days after selection accepts Landlord’s calculation of the first two (2) Qualified Brokers by Landlord and Tenant. Within ten (10) business days after Prevailing Rate or that the third Qualified Broker has been selected, all of the Qualified Brokers shall meet to attempt to agree upon the Fair Market Rental Value rental rate for the Premises. If the Qualified Brokers are unable to reach agreement, all Qualified Brokers shall, within ten (10) business days after the expiration of the preceding ten (10) business day period, arrange to simultaneously submit to Landlord and Tenant in writing their determinations of Fair Market Rental Value. Landlord shall extension period be responsible for any and all costs associated with the retention of the Qualified Broker selected determined by Landlordappraisal, Tenant shall be responsible for any and all costs associated with deemed to have irrevocably elected to extend the retention term of the Qualified Broker selected by Tenant and Landlord and Tenant shall each be responsible for one half (1/2) of any and all costs associated with the retention of the third Qualified Broker. All brokers selected this Lease pursuant to this section extension right. Should Tenant fail to timely deliver the Tenant’s Notice, then Landlord shall provide an additional notice to Tenant indicating that Landlord has not received a response to Landlord’s Notice and that if a response is not received from Tenant within fifteen (15) days from the date of Landlord’s additional notice, then Landlord’s determination of the Prevailing Rate shall be (a) a commercial real estate broker licensed in Massachusetts, specializing in the leasing of laboratory space in the Bedford, Billerica conclusive and Burlington, Massachusetts submarket, with not less than ten (10) years’ experience in appraising comparable commercial properties in such market and recognized as reputable within the local real estate industry, and (b) independent and none of the brokers nor their firms shall have been employed by Landlord (with respect to the Building), Tenant or their affiliates for the immediately preceding five (5) years (each such broker being defined herein for purposes of this paragraph as a “Qualified Broker”). The Fair Market Rental Value Tenant’s Exercise Notice shall be irrevocable. Within twenty (20) days following receipt of such appraisal election, the average (“average” parties shall refer herein attempt to the sum of agree on an appraiser to determine the fair market rent determinations divided by the number of brokers) of the fair market rent determinations of the three (3) brokers, unless the highest determination of the three (3) brokers is greater than 10% higher than the next highest determination, in which case it shall be discarded, or unless the lowest of the three (3) determinations is greater than 10% lower than the next lowest determination, in which case it shall be discardedrental. If one determination is discardedthe parties are unable to agree in that time, then each party shall designate an appraiser within twenty (20) days thereafter. Should either party fail to so designate an appraiser within that time, then the Fair Market Rental Value appraiser designated by the other party shall be the average of the remaining two (2) determinations. If both the highest determination and the lowest determination are discarded, then the Fair Market Rental Value shall be the remaining determination. The Fair Market Rental Value for the Premises determined in accordance with the terms hereof shall be final and binding on Landlord and Tenant.determine IOPLEGAL-10-26611 5/11/2018-248639-4.2 6

Right to Extend. Subject Provided that Tenant is not in Default under any provision of this Lease at the time of exercise of the extension right granted herein, and provided further that Tenant is occupying the entire Premises and has not assigned or sublet any of its interest in this Lease (except in connection with a Permitted Transfer of this Lease to the followingan Affiliate as described in Section 9.1(e) hereof), Tenant may extend the Term of this Lease for one period of 60 months. Tenant shall have the exercise its right (the “Extension Option”) to extend the Lease Term for two (2) successive periods of five (5) years each (eachby and only by delivering to Landlord, an “Term Extension” and collectively the “Term Extensions”), by giving Landlord written notice (the “Renewal Notice”) irrevocably exercising such extension, which notice must be received by Landlord not later less than the date twelve (12) 9 months nor more than 12 months prior to the otherwise applicable last day expiration date of the Lease Term (as the same may have been extended for the first Term Extension), time being of the essence. If each such extension is timely and properly exercised, the Lease Term shall be automatically extended to include the applicable Term Extension upon the same terms and conditions except that (i) during the second Term Extension, Tenant shall have no further option to extend the Term, Tenant’s written notice of its irrevocable commitment to extend (ii) the Base “Commitment Notice”). Should Tenant fail timely to deliver the Commitment Notice, then this extension right shall thereupon lapse and be of no further force or effect. The Basic Rent for each Term Extension shall be payable under the greater of (a) ninety-five (95%) of the Fair Market Rental Value for the Premises as determined in accordance with the terms hereof, and (b) the Base Rent then in effect immediately prior to Lease during the extension of the Term shall be at the prevailing market rental rate (including periodic adjustments) for comparable and similarly improved office space in the Building as of the commencement of the extension period, as determined by Landlord, based on a reasonable extrapolation of Landlord’s then-current leasing rates (the “Prevailing Rate”). In the event that the parties are not able to agree on the Prevailing Rate within 120 days prior to the expiration date of the Term, then current Term either party may elect, by written notice to the other party, to cause said rental, including subsequent adjustments, to be determined by appraisal as follows. Within 10 days following receipt of this Agreementsuch appraisal election, and (iii) Landlord the parties shall attempt to agree on an appraiser to determine the Prevailing Rate. If the parties are unable to agree in that time, then each party shall designate an appraiser within 10 days thereafter. Should either party fail to so designate an appraiser within that time, then the appraiser designated by the other party shall determine the Prevailing Rate. Should each of the parties timely designate an appraiser, than the two appraisers so designated shall appoint a third appraiser who shall, acting alone, determine the fair market rental value of the Premises. Any appraiser designated hereunder shall have no obligation an M.A.I. certification or equivalent with not less than 5 years’ experience in the valuation of commercial office buildings in Orange County, California. Within 10 days following the selection of the appraiser, Landlord and Tenant shall each submit in writing to preparethe appraiser its determination of the rental rate for the extension period (respectively, refurbish the “Landlord’s Determination” and the “Tenant’s Determination”). Should either party fail timely to submit its rental determination, then the determination of the other party shall be conclusive and binding on the parties. The appraiser shall not disclose to either party the rental determination of the other party until the expiration of that 10 day period or, if sooner, the appraiser’s receipt of both the Landlord’s Determination and the Tenant’s Determination. Within 30 days following the selection of the appraiser and such appraiser’s receipt of the Landlord’s Determination and the Tenant’s Determination, the appraiser shall determine whether the rental rate determined by Landlord or construct by Tenant more accurately reflects Prevailing Rate for the Premises or any part thereof prior Premises, as reasonably extrapolated to the commencement of the Extension Term extension term. Accordingly, either the Landlord’s Determination or otherwise provide the Tenant’s Determination shall be selected by the appraiser as the fair market rental rate for the extension period. In determining such value, the appraiser shall first consider rental comparables for the Building and the Project, provided that if adequate comparables do not exist then the appraiser may consider transactions involving similarly improved space owned by Landlord or its affiliates in the vicinity with appropriate adjustments for differences in location and quality of project. In no event shall the appraiser attribute factors for market tenant improvement allowances or brokerage commissions to reduce said fair market rental. At any amount of free rent or improvement allowance in respect time before the decision of the Premises. Any exercise of an Extension Option appraiser is rendered, either party may, by Tenant as provided herein written notice to the other party, accept the rental terms submitted by the other party, in which event such terms shall be irrevocabledeemed adopted as the agreed fair market rental. If for any reason the Fair Market Rental Value has not been determined as The fees of the commencement date of the Term Extension, Tenant initially appraiser(s) shall pay Base Rent in an amount equal to one hundred three percent (103%) of the Base Rent in effect immediately prior to the commencement date of the Term Extension , with a retroactive adjustment to be made within fourteen (14) days after the determination of Fair Market Rental Valueshared equally by both parties. If Tenant exercises the Extension Option, within fifteen (15) Within 20 days after the determination of the Fair Market Rental Value Prevailing Rate, Landlord shall prepare a reasonably appropriate amendment to this Lease for the Premises as herein provided, the Landlord extension period and Tenant shall execute and return same to Landlord within 10 days. Should the Prevailing Rate not be established by the commencement of the extension period, then Tenant shall continue paying rent at the rate in effect during the last month of the initial Term, and a lump sum adjustment shall be made promptly upon the determination of such new rental. If Tenant fails to timely comply with any of the provisions of this paragraph, Tenant’s right to extend the Term may, at Landlord’s election and in addition to any other remedies that may be available to Landlord, be extinguished, in which event the Lease shall automatically terminate as of the initial expiration date of the Term. Any attempt to assign or transfer any right or interest created by this Section to other than an Affiliate shall be void from its inception. Tenant shall have no other right to extend the Term beyond the single 60 month extension created by this Section. Unless agreed to in a writing signed by Landlord and Tenant, any extension of the Term, whether created by an amendment to this Lease confirming same, provided that the failure of either party to do so shall not affect the rights and obligations or by a holdover of the parties hereunder. Tenant shall not be entitled to exercise its extension right pursuant to the terms of this Section if, at the time of exercise or at the commencement of the Term Extension, (i) Tenant is in default beyond any applicable notice and cure period provided in this LeasePremises by Tenant, or (ii) this Lease is not in full force and effect. In the event Tenant timely delivers its Renewal Notice as set forth aboveotherwise, Landlord shall notify Tenant of the applicable Fair Market Rental Value as determined by Landlord within thirty (30) days after receipt of Tenant’s Renewal Notice. Tenant shall, within fifteen (15) days after receipt of Landlord’s determination of the Fair Market Rental Value, notify Landlord in writing whether Tenant accepts or rejects Landlord’s determination of the Fair Market Rental Value. If Tenant fails to notify Landlord that it rejects Landlord’s determination of the Fair Market Rental Value within such fifteen (15) day period (time being of the essence), Tenant shall be deemed to have irrevocably accepted Landlord’s determination of the Fair Market Rental Valuea part of, and not in addition to, any duly exercised extension period permitted by this Section. If Tenant rejects Landlord’s determination of the Fair Market Rental Value within such fifteen (15) day period (time being of the essence), then Landlord and Tenant shall each select a Qualified Broker (as defined below) within ten (10) business days following delivery of Tenant’s rejection notice. If Right to Extend is subject and subordinate to the expansion rights (whether such rights are designated as a party fails to timely select a Qualified Brokerright of first offer, the determination right of the Fair Market Rental Value for the Premises shall be made by the Qualified Broker selected by the other party. If each party selects a Qualified Brokerfirst refusal, the two (2) Qualified Brokers selected by Landlord and Tenant shall select a third Qualified Broker by mutual agreement reached within five (5) business days after selection of the first two (2) Qualified Brokers by Landlord and Tenant. Within ten (10) business days after the third Qualified Broker has been selected, all of the Qualified Brokers shall meet to attempt to agree upon the Fair Market Rental Value for the Premises. If the Qualified Brokers are unable to reach agreement, all Qualified Brokers shall, within ten (10) business days after the expiration of the preceding ten (10) business day period, arrange to simultaneously submit to Landlord and Tenant in writing their determinations of Fair Market Rental Value. Landlord shall be responsible for any and all costs associated with the retention of the Qualified Broker selected by Landlord, Tenant shall be responsible for any and all costs associated with the retention of the Qualified Broker selected by Tenant and Landlord and Tenant shall each be responsible for one half (1/2expansion option or otherwise) of any and all costs associated with the retention tenant of the third Qualified BrokerBuilding or Project existing on the date hereof. All brokers selected pursuant to this section shall be (a) a commercial real estate broker licensed in Massachusetts, specializing in the leasing of laboratory space in the Bedford, Billerica and Burlington, Massachusetts submarket, with not less than ten (10) years’ experience in appraising comparable commercial properties in such market and recognized as reputable within the local real estate industry, and (b) independent and none Time is specifically made of the brokers nor their firms shall have been employed by Landlord (with respect to the Building), Tenant or their affiliates for the immediately preceding five (5) years (each such broker being defined herein for purposes of essence in this paragraph as a “Qualified Broker”). The Fair Market Rental Value shall be the average (“average” shall refer herein to the sum of the fair market rent determinations divided by the number of brokers) of the fair market rent determinations of the three (3) brokers, unless the highest determination of the three (3) brokers is greater than 10% higher than the next highest determination, in which case it shall be discarded, or unless the lowest of the three (3) determinations is greater than 10% lower than the next lowest determination, in which case it shall be discarded. If one determination is discarded, then the Fair Market Rental Value shall be the average of the remaining two (2) determinations. If both the highest determination and the lowest determination are discarded, then the Fair Market Rental Value shall be the remaining determination. The Fair Market Rental Value for the Premises determined in accordance with the terms hereof shall be final and binding on Landlord and TenantSection.

Right to Extend. Subject to the following, Provided that Tenant shall have the right (the “Extension Option”) to extend the Lease Term for two (2) successive periods of five (5) years each (each, an “Term Extension” and collectively the “Term Extensions”), by giving Landlord written notice (the “Renewal Notice”) irrevocably exercising such extension, which notice must be received by Landlord is not later than the date twelve (12) months prior to the otherwise applicable last day of the Lease Term (as the same may have been extended for the first Term Extension), time being of the essence. If each such extension is timely and properly exercised, the Lease Term shall be automatically extended to include the applicable Term Extension upon the same terms and conditions except that (i) during the second Term Extension, Tenant shall have no further option to extend the Term, (ii) the Base Rent for each Term Extension shall be the greater of (a) ninety-five (95%) of the Fair Market Rental Value for the Premises as determined in accordance with the terms hereof, and (b) the Base Rent then in effect immediately prior to the extension of the then current Term Default under any provision of this Agreement, and (iii) Landlord shall have no obligation to prepare, refurbish or construct the Premises or any part thereof prior to the commencement of the Extension Term or otherwise provide any amount of free rent or improvement allowance in respect of the Premises. Any exercise of an Extension Option by Tenant as provided herein shall be irrevocable. If for any reason the Fair Market Rental Value has not been determined as of the commencement date of the Term Extension, Tenant initially shall pay Base Rent in an amount equal to one hundred three percent (103%) of the Base Rent in effect immediately prior to the commencement date of the Term Extension , with a retroactive adjustment to be made within fourteen (14) days after the determination of Fair Market Rental Value. If Tenant exercises the Extension Option, within fifteen (15) days after the determination of the Fair Market Rental Value for the Premises as herein provided, the Landlord and Tenant shall execute an amendment to this Lease confirming same, provided that the failure of either party to do so shall not affect the rights and obligations of the parties hereunder. Tenant shall not be entitled to exercise its extension right pursuant to the terms of this Section if, at the time of exercise of the extension right granted herein, and provided further that Tenant has not assigned any of its interest in this Lease or at sublet more than fifty percent (50%) of the commencement Floor Area of the Premises (in the aggregate), except in connection with a Permitted Transfer of this Lease to an Affiliate as described in Section 9.2 hereof, Tenant may extend the Term of this Lease for one period of 60 months. Tenant shall exercise its right to extend the Term by and only by delivering to Landlord, not less than 9 months nor more than 12 months prior to the expiration date of the Term, Tenant’s written notice of its irrevocable commitment to extend (the “Commitment Notice”). Should Tenant fail timely to deliver the Commitment Notice, then this extension right shall thereupon lapse and be of no further force or effect. The Basic Rent payable under the Lease during the extension of the Term Extension, shall be at the prevailing market rental rate (iincluding periodic adjustments) Tenant is for comparable and similarly improved office space in default beyond any applicable notice and cure period provided in this Lease, or the Santa Xxxxx submarket (ii) this Lease is not in full force and effectthe “Prevailing Rate”). In the event Tenant timely delivers its Renewal Notice as set forth above, Landlord shall notify Tenant that the parties are not able to agree on the Prevailing Rate within 120 days prior to the expiration date of the applicable Fair Market Rental Value as Term, then either party may elect, by written notice to the other party, to cause said rental, including subsequent adjustments, to be determined by Landlord within thirty (30) appraisal as follows. Within 10 days after following receipt of Tenant’s Renewal Notice. Tenant shallsuch appraisal election, within fifteen (15) days after receipt of Landlord’s determination of the Fair Market Rental Value, notify Landlord in writing whether Tenant accepts or rejects Landlord’s determination of parties shall attempt to agree on an appraiser to determine the Fair Market Rental ValuePrevailing Rate. If Tenant fails the parties are unable to notify Landlord agree in that it rejects Landlord’s determination of the Fair Market Rental Value within such fifteen (15) day period (time being of the essence), Tenant shall be deemed to have irrevocably accepted Landlord’s determination of the Fair Market Rental Value. If Tenant rejects Landlord’s determination of the Fair Market Rental Value within such fifteen (15) day period (time being of the essence)time, then Landlord and Tenant each party shall each select a Qualified Broker (as defined below) designate an appraiser within ten (10) business 10 days following delivery of Tenant’s rejection noticethereafter. If a Should either party fails fail to timely select a Qualified Brokerso designate an appraiser within that time, then the determination of the Fair Market Rental Value for the Premises shall be made by the Qualified Broker selected appraiser designated by the other partyparty shall determine the Prevailing Rate. If Should each party selects a Qualified Brokerof the parties timely designate an appraiser, than the two (2) Qualified Brokers selected by Landlord and Tenant shall select a third Qualified Broker by mutual agreement reached within five (5) business days after selection of the first two (2) Qualified Brokers by Landlord and Tenant. Within ten (10) business days after the third Qualified Broker has been selected, all of the Qualified Brokers shall meet to attempt to agree upon the Fair Market Rental Value for the Premises. If the Qualified Brokers are unable to reach agreement, all Qualified Brokers shall, within ten (10) business days after the expiration of the preceding ten (10) business day period, arrange to simultaneously submit to Landlord and Tenant in writing their determinations of Fair Market Rental Value. Landlord shall be responsible for any and all costs associated with the retention of the Qualified Broker selected by Landlord, Tenant shall be responsible for any and all costs associated with the retention of the Qualified Broker selected by Tenant and Landlord and Tenant shall each be responsible for one half (1/2) of any and all costs associated with the retention of the third Qualified Broker. All brokers selected pursuant to this section shall be (a) a commercial real estate broker licensed in Massachusetts, specializing in the leasing of laboratory space in the Bedford, Billerica and Burlington, Massachusetts submarket, with not less than ten (10) years’ experience in appraising comparable commercial properties in such market and recognized as reputable within the local real estate industry, and (b) independent and none of the brokers nor their firms shall have been employed by Landlord (with respect to the Building), Tenant or their affiliates for the immediately preceding five (5) years (each such broker being defined herein for purposes of this paragraph as a “Qualified Broker”). The Fair Market Rental Value shall be the average (“average” shall refer herein to the sum of the fair market rent determinations divided by the number of brokers) of the fair market rent determinations of the three (3) brokers, unless the highest determination of the three (3) brokers is greater than 10% higher than the next highest determination, in which case it shall be discarded, or unless the lowest of the three (3) determinations is greater than 10% lower than the next lowest determination, in which case it shall be discarded. If one determination is discarded, then the Fair Market Rental Value shall be the average of the remaining two (2) determinations. If both the highest determination and the lowest determination are discarded, then the Fair Market Rental Value shall be the remaining determination. The Fair Market Rental Value for the Premises determined in accordance with the terms hereof shall be final and binding on Landlord and Tenant.appraisers so designated DocuSign Envelope ID: 7CCC5BBD-E005-4A99-BDC3-12BBFCE51E1A

Right to Extend. Subject to Provided that Tenant is not in Default under any provision of this Lease at the followingtime of exercise of the extension right granted herein, and provided further that Tenant is occupying the entire Premises and has not assigned or sublet any of its interest in this Lease (except in connection with a Permitted Transfer of this Lease as described in Section 9.1(e) hereof), Tenant may extend the Term of this Lease for one period of 60 months. Tenant shall have the exercise its right (the “Extension Option”) to extend the Lease Term for two (2) successive periods of five (5) years each (eachby and only by delivering to Landlord, an “Term Extension” and collectively the “Term Extensions”), by giving Landlord written notice (the “Renewal Notice”) irrevocably exercising such extension, which notice must be received by Landlord not later less than the date twelve (12) 9 months nor more than 12 months prior to the otherwise applicable last day expiration date of the Lease Term (as the same may have been extended for the first Term Extension), time being of the essence. If each such extension is timely and properly exercised, the Lease Term shall be automatically extended to include the applicable Term Extension upon the same terms and conditions except that (i) during the second Term Extension, Tenant shall have no further option to extend the Term, Tenant’s written notice of its irrevocable commitment to extend (ii) the Base “Commitment Notice”). Should Tenant fail timely to deliver the Commitment Notice, then this extension right shall thereupon lapse and be of no further force or effect. The Basic Rent for each Term Extension shall be payable under the greater of (a) ninety-five (95%) of the Fair Market Rental Value for the Premises as determined in accordance with the terms hereof, and (b) the Base Rent then in effect immediately prior to Lease during the extension of the Term shall be at the prevailing market rental rate (including periodic adjustments) for comparable and similarly improved office space being leased in the City of Sunnyvale as of the commencement of the extension period, (the “Prevailing Rate”). In the event that the parties are not able to agree on the Prevailing Rate within 120 days prior to the expiration date of the Term, then current Term either party may elect, by written notice to the other party, to cause said rental, including subsequent adjustments, to be determined by appraisal as follows. Within 10 days following receipt of this Agreementsuch appraisal election, and (iii) Landlord the parties shall attempt to agree on an appraiser to determine the Prevailing Rate. If the parties are unable to agree in that time, then each party shall designate an appraiser within 10 days thereafter. Should either party fail to so designate an appraiser within that time, then the appraiser designated by the other party shall determine the Prevailing Rate. Should each of the parties timely designate an appraiser, than the two appraisers so designated shall appoint a third appraiser who shall, acting alone, determine the fair market rental value of the Premises. Any appraiser designated hereunder shall have no obligation an M.A.I. certification or equivalent with not less than 5 years experience in the valuation of commercial office buildings in Santa Xxxxx County, California. Within 10 days following the selection of the appraiser, Landlord and Tenant shall each submit in writing to preparethe appraiser its determination of the rental rate for the extension period (respectively, refurbish the “Landlord’s Determination” and the “Tenant’s Determination”). Should either party fail timely to submit its rental determination, then the determination of the other party shall be conclusive and binding on the parties. The appraiser shall not disclose to either party the rental determination of the other party until the expiration of that 10 day period or, if sooner, the appraiser’s receipt of both the Landlord’s Determination and the Tenant’s Determination. Within 30 days following the selection of the appraiser and such appraiser’s receipt of the Landlord’s Determination and the Tenant’s Determination, the appraiser shall determine whether the rental rate determined by Landlord or construct by Tenant more accurately reflects Prevailing Rate for the Premises or any part thereof prior Premises, as reasonably extrapolated to the commencement of the Extension Term extension term. Accordingly, either the Landlord’s Determination or otherwise provide the Tenant’s Determination shall be selected by the appraiser as the fair market rental rate for the extension period. In determining such value, the appraiser shall first consider rental comparables for the Building and the Project, provided that if adequate comparables do not exist then the appraiser may consider transactions involving similarly improved space owned by Landlord or its affiliates in the vicinity with appropriate adjustments for differences in location and quality of project. In no event shall the appraiser attribute factors for brokerage commissions to reduce said fair market rental. At any amount of free rent or improvement allowance in respect time before the decision of the Premises. Any exercise of an Extension Option appraiser is rendered, either party may, by Tenant as provided herein written notice to the other party, accept the rental terms submitted by the other party, in which event such terms shall be irrevocabledeemed adopted as the agreed fair market rental. If for any reason the Fair Market Rental Value has not been determined as The fees of the commencement date of the Term Extension, Tenant initially appraiser(s) shall pay Base Rent in an amount equal to one hundred three percent (103%) of the Base Rent in effect immediately prior to the commencement date of the Term Extension , with a retroactive adjustment to be made within fourteen (14) days after the determination of Fair Market Rental Valueshared equally by both parties. If Tenant exercises the Extension Option, within fifteen (15) Within 20 days after the determination of the Fair Market Rental Value Prevailing Rate, Landlord shall prepare a reasonably appropriate amendment to this Lease for the Premises as herein provided, the Landlord extension period and Tenant shall execute and return same to Landlord within 10 days. Should the Prevailing Rate not be established by the commencement of the extension period, then Tenant shall continue paying rent at the rate in effect during the last month of the initial Term, and a lump sum adjustment shall be made promptly upon the determination of such new rental. If Tenant fails to timely comply with any of the provisions of this Section, Tenant’s right to extend the Term may, at Landlord’s election and in addition to any other remedies that may be available to Landlord, be extinguished, in which event the Lease shall automatically terminate as of the initial expiration date of the Term. Any attempt to assign or transfer any right or interest created by this Section to other than in connection with a Permitted Transfer shall be void from its inception. Tenant shall have no other right to extend the Term beyond the single 60 month extension created by this Section. Unless agreed to in a writing signed by Landlord and Tenant, any extension of the Term, whether created by an amendment to this Lease confirming same, provided that the failure of either party to do so shall not affect the rights and obligations or by a holdover of the parties hereunder. Tenant shall not be entitled to exercise its extension right pursuant to the terms of this Section if, at the time of exercise or at the commencement of the Term Extension, (i) Tenant is in default beyond any applicable notice and cure period provided in this LeasePremises by Tenant, or (ii) this Lease is not in full force and effect. In the event Tenant timely delivers its Renewal Notice as set forth aboveotherwise, Landlord shall notify Tenant of the applicable Fair Market Rental Value as determined by Landlord within thirty (30) days after receipt of Tenant’s Renewal Notice. Tenant shall, within fifteen (15) days after receipt of Landlord’s determination of the Fair Market Rental Value, notify Landlord in writing whether Tenant accepts or rejects Landlord’s determination of the Fair Market Rental Value. If Tenant fails to notify Landlord that it rejects Landlord’s determination of the Fair Market Rental Value within such fifteen (15) day period (time being of the essence), Tenant shall be deemed to have irrevocably accepted Landlord’s determination a part of, and not in addition to, any duly exercised extension period permitted by this Section. Time is specifically made of the Fair Market Rental Value. If Tenant rejects Landlord’s determination of the Fair Market Rental Value within such fifteen (15) day period (time being of the essence), then Landlord and Tenant shall each select a Qualified Broker (as defined below) within ten (10) business days following delivery of Tenant’s rejection notice. If a party fails to timely select a Qualified Broker, the determination of the Fair Market Rental Value for the Premises shall be made by the Qualified Broker selected by the other party. If each party selects a Qualified Broker, the two (2) Qualified Brokers selected by Landlord and Tenant shall select a third Qualified Broker by mutual agreement reached within five (5) business days after selection of the first two (2) Qualified Brokers by Landlord and Tenant. Within ten (10) business days after the third Qualified Broker has been selected, all of the Qualified Brokers shall meet to attempt to agree upon the Fair Market Rental Value for the Premises. If the Qualified Brokers are unable to reach agreement, all Qualified Brokers shall, within ten (10) business days after the expiration of the preceding ten (10) business day period, arrange to simultaneously submit to Landlord and Tenant essence in writing their determinations of Fair Market Rental Value. Landlord shall be responsible for any and all costs associated with the retention of the Qualified Broker selected by Landlord, Tenant shall be responsible for any and all costs associated with the retention of the Qualified Broker selected by Tenant and Landlord and Tenant shall each be responsible for one half (1/2) of any and all costs associated with the retention of the third Qualified Broker. All brokers selected pursuant to this section shall be (a) a commercial real estate broker licensed in Massachusetts, specializing in the leasing of laboratory space in the Bedford, Billerica and Burlington, Massachusetts submarket, with not less than ten (10) years’ experience in appraising comparable commercial properties in such market and recognized as reputable within the local real estate industry, and (b) independent and none of the brokers nor their firms shall have been employed by Landlord (with respect to the Building), Tenant or their affiliates for the immediately preceding five (5) years (each such broker being defined herein for purposes of this paragraph as a “Qualified Broker”). The Fair Market Rental Value shall be the average (“average” shall refer herein to the sum of the fair market rent determinations divided by the number of brokers) of the fair market rent determinations of the three (3) brokers, unless the highest determination of the three (3) brokers is greater than 10% higher than the next highest determination, in which case it shall be discarded, or unless the lowest of the three (3) determinations is greater than 10% lower than the next lowest determination, in which case it shall be discarded. If one determination is discarded, then the Fair Market Rental Value shall be the average of the remaining two (2) determinations. If both the highest determination and the lowest determination are discarded, then the Fair Market Rental Value shall be the remaining determination. The Fair Market Rental Value for the Premises determined in accordance with the terms hereof shall be final and binding on Landlord and TenantSection.

Right to Extend. Subject to Provided that Tenant is not in Default under any provision of this Lease at the followingtime of exercise of the extension right granted herein, and provided further that Tenant is occupying the entire Premises and has not assigned or sublet any of its interest in this Lease (except in connection with a Permitted Transfer of this Lease as described in Section 9.1(e) hereof), Tenant may extend the Term of this Lease for one period of 36 months. Tenant shall have the exercise its right (the “Extension Option”) to extend the Lease Term for two (2) successive periods of five (5) years each (eachby and only by delivering to Landlord, an “Term Extension” and collectively the “Term Extensions”), by giving Landlord written notice (the “Renewal Notice”) irrevocably exercising such extension, which notice must be received by Landlord not later less than the date twelve (12) 9 months nor more than 12 months prior to the otherwise applicable last day expiration date of the Term, Tenant’s written notice of its irrevocable commitment to extend (the “Commitment Notice”). Should Tenant fail timely to deliver the Commitment Notice, then this extension right shall thereupon lapse and be of no further force or effect. The Basic Rent payable under the Lease Term (as during the same may have been extended for the first Term Extension), time being extension of the essence. If each such extension is timely and properly exercised, the Lease Term shall be automatically extended at the prevailing market rental rate (including periodic adjustments) for comparable and similarly improved office space in the Building and Project as of the commencement of the extension period, as determined by Landlord, based on a reasonable extrapolation of Landlord’s then-current leasing rates. In no event shall the monthly Basic Rent payable for the extension period be less than the Basic Rent payable during the month immediately preceding the commencement of such extension period. Promptly following receipt of the Commitment Notice, Landlord shall prepare an appropriate amendment to include the applicable Lease memorializing the extension of the Term Extension in accordance with the foregoing, and Tenant shall duly execute and return same to Landlord within 15 days. If Tenant fails timely to do so, then Landlord, at its sole discretion, may either enforce its rights under this Section or, upon written notice to Tenant, elect to cause Tenant’s right to extend to be extinguished, in which event this Lease shall terminate as of the originally scheduled date of expiration. Should Landlord elect the latter, then this Lease shall terminate upon the same terms scheduled date of expiration and conditions except that (i) during the second Term Extension, Tenant’s rights under this paragraph shall be of no further force or effect. Any attempt to assign or transfer any right or interest created by this paragraph to other than a Permitted Transfer shall be void from its inception. Tenant shall have no further option other right to extend the TermTerm beyond the single 36 month extension created by this paragraph. Unless agreed to in a writing signed by Landlord and Tenant, (ii) the Base Rent for each Term Extension shall be the greater of (a) ninety-five (95%) of the Fair Market Rental Value for the Premises as determined in accordance with the terms hereof, and (b) the Base Rent then in effect immediately prior to the any extension of the then current Term of this AgreementTerm, and (iii) Landlord shall have no obligation to prepare, refurbish or construct the Premises or any part thereof prior to the commencement of the Extension Term or otherwise provide any amount of free rent or improvement allowance in respect of the Premises. Any exercise of an Extension Option whether created by Tenant as provided herein shall be irrevocable. If for any reason the Fair Market Rental Value has not been determined as of the commencement date of the Term Extension, Tenant initially shall pay Base Rent in an amount equal to one hundred three percent (103%) of the Base Rent in effect immediately prior to the commencement date of the Term Extension , with a retroactive adjustment to be made within fourteen (14) days after the determination of Fair Market Rental Value. If Tenant exercises the Extension Option, within fifteen (15) days after the determination of the Fair Market Rental Value for the Premises as herein provided, the Landlord and Tenant shall execute an amendment to this Lease confirming same, provided that the failure of either party to do so shall not affect the rights and obligations or by a holdover of the parties hereunder. Tenant shall not be entitled to exercise its extension right pursuant to the terms of this Section if, at the time of exercise or at the commencement of the Term Extension, (i) Tenant is in default beyond any applicable notice and cure period provided in this LeasePremises by Tenant, or (ii) this Lease is not in full force and effect. In the event Tenant timely delivers its Renewal Notice as set forth aboveotherwise, Landlord shall notify Tenant of the applicable Fair Market Rental Value as determined by Landlord within thirty (30) days after receipt of Tenant’s Renewal Notice. Tenant shall, within fifteen (15) days after receipt of Landlord’s determination of the Fair Market Rental Value, notify Landlord in writing whether Tenant accepts or rejects Landlord’s determination of the Fair Market Rental Value. If Tenant fails to notify Landlord that it rejects Landlord’s determination of the Fair Market Rental Value within such fifteen (15) day period (time being of the essence), Tenant shall be deemed to have irrevocably accepted Landlord’s determination a part of, and not in addition to, any duly exercised extension period permitted by this paragraph. Time is specifically made of the Fair Market Rental Value. If Tenant rejects Landlord’s determination of the Fair Market Rental Value within such fifteen (15) day period (time being of the essence), then Landlord and Tenant shall each select a Qualified Broker (as defined below) within ten (10) business days following delivery of Tenant’s rejection notice. If a party fails to timely select a Qualified Broker, the determination of the Fair Market Rental Value for the Premises shall be made by the Qualified Broker selected by the other party. If each party selects a Qualified Broker, the two (2) Qualified Brokers selected by Landlord and Tenant shall select a third Qualified Broker by mutual agreement reached within five (5) business days after selection of the first two (2) Qualified Brokers by Landlord and Tenant. Within ten (10) business days after the third Qualified Broker has been selected, all of the Qualified Brokers shall meet to attempt to agree upon the Fair Market Rental Value for the Premises. If the Qualified Brokers are unable to reach agreement, all Qualified Brokers shall, within ten (10) business days after the expiration of the preceding ten (10) business day period, arrange to simultaneously submit to Landlord and Tenant in writing their determinations of Fair Market Rental Value. Landlord shall be responsible for any and all costs associated with the retention of the Qualified Broker selected by Landlord, Tenant shall be responsible for any and all costs associated with the retention of the Qualified Broker selected by Tenant and Landlord and Tenant shall each be responsible for one half (1/2) of any and all costs associated with the retention of the third Qualified Broker. All brokers selected pursuant to this section shall be (a) a commercial real estate broker licensed in Massachusetts, specializing in the leasing of laboratory space in the Bedford, Billerica and Burlington, Massachusetts submarket, with not less than ten (10) years’ experience in appraising comparable commercial properties in such market and recognized as reputable within the local real estate industry, and (b) independent and none of the brokers nor their firms shall have been employed by Landlord (with respect to the Building), Tenant or their affiliates for the immediately preceding five (5) years (each such broker being defined herein for purposes essence of this paragraph as a “Qualified Broker”). The Fair Market Rental Value shall be the average (“average” shall refer herein to the sum of the fair market rent determinations divided by the number of brokers) of the fair market rent determinations of the three (3) brokers, unless the highest determination of the three (3) brokers is greater than 10% higher than the next highest determination, in which case it shall be discarded, or unless the lowest of the three (3) determinations is greater than 10% lower than the next lowest determination, in which case it shall be discarded. If one determination is discarded, then the Fair Market Rental Value shall be the average of the remaining two (2) determinations. If both the highest determination and the lowest determination are discarded, then the Fair Market Rental Value shall be the remaining determination. The Fair Market Rental Value for the Premises determined in accordance with the terms hereof shall be final and binding on Landlord and TenantSection.

Right to Extend. Subject to Provided that Tenant is not in default under any --------------- provision of the followingLease, either at the time of exercise of the extension right granted herein or at the time of the commencement of such extension, and provided further that Tenant has not assigned its interest in the Lease, Tenant may extend the Term of the Lease for one (1) period of sixty (60) months. Tenant shall have the exercise its right (the “Extension Option”) to extend the Lease Term for by and only by (i) delivering to Landlord, not less than one hundred eighty (180) days or more than two hundred forty (2240) successive periods of five (5) years each (each, an “Term Extension” and collectively the “Term Extensions”), by giving Landlord written notice (the “Renewal Notice”) irrevocably exercising such extension, which notice must be received by Landlord not later than the date twelve (12) months days prior to the otherwise applicable last day expiration date of the Lease Term (as the same may have been extended for the first Term Extension), time being of the essence. If each such extension is timely and properly exercised, the Lease Term shall be automatically extended to include the applicable Term Extension upon the same terms and conditions except that (i) during the second Term Extension, Tenant shall have no further option to extend the Term, Tenant's written notice of its commitment to extend (the "Commitment Notice") and (ii) the Base Rent for each Term Extension shall be the greater of (a) ninety-five (95%) of the Fair Market Rental Value for the Premises as determined in accordance with the terms hereof, and (b) the Base Rent then in effect immediately prior returning to the extension of the then current Term of this Agreement, and (iii) Landlord shall have no obligation to prepare, refurbish or construct the Premises or any part thereof prior to the commencement of the Extension Term or otherwise provide any amount of free rent or improvement allowance in respect of the Premises. Any exercise of an Extension Option by Tenant as provided herein shall be irrevocable. If for any reason the Fair Market Rental Value has not been determined as of the commencement date of the Term Extension, Tenant initially shall pay Base Rent in an amount equal to one hundred three percent (103%) of the Base Rent in effect immediately prior to the commencement date of the Term Extension , with a retroactive adjustment to be made within fourteen (14) days after the determination of Fair Market Rental Value. If Tenant exercises the Extension OptionLandlord, within fifteen (15) days after the determination of the Fair Market Rental Value for the Premises as herein providedreceipt, the Landlord and Tenant shall execute an executed amendment to this Lease confirming same, provided that the failure of either party (to do so shall not affect the rights and obligations be prepared by Landlord upon receipt of the parties hereunderCommitment Notice) setting forth the Basic Rent and other charges payable during the extension term. Tenant The Basic Rent payable under the Lease during any extension of the Term shall not be entitled to exercise its extension right pursuant to the terms of this Section if, at the time rate Landlord is then receiving for recent leases of exercise or comparable and similarly improved space within the Project on the date of the Commitment Notice, as reasonably determined by Landlord. In no event shall the Basic Rent payable at the commencement of any extension period be less than the Term Extension, (i) Tenant is in default beyond any applicable notice and cure period provided in this Lease, or (ii) this Lease is not in full force and effect. In Basic Rent payable during the event Tenant timely delivers its Renewal Notice as set forth above, Landlord shall notify Tenant month immediately preceding the commencement of the applicable Fair Market Rental Value as determined by Landlord within thirty (30) days after receipt of Tenant’s Renewal Notice. Tenant shall, within fifteen (15) days after receipt of Landlord’s determination of the Fair Market Rental Value, notify Landlord in writing whether Tenant accepts or rejects Landlord’s determination of the Fair Market Rental Valuesuch extension period. If Tenant fails to notify Landlord that it rejects Landlord’s determination timely comply with any of the Fair Market Rental Value within such fifteen (15) day period (time being provisions of this paragraph, Tenant's right to extend the Term shall be extinguished and the Lease shall automatically terminate as of the essence)expiration date of the Term, without any extension and without any liability to Landlord. Any attempt to assign or transfer any right or interest created by this paragraph shall be void from its inception. Tenant shall be deemed have no other right to have irrevocably accepted Landlord’s determination of extend the Fair Market Rental ValueTerm beyond the single sixty (60) month extension created by this paragraph. If Tenant rejects Landlord’s determination of the Fair Market Rental Value within such fifteen (15) day period (time being of the essence), then Landlord and Tenant shall each select Unless agreed to in a Qualified Broker (as defined below) within ten (10) business days following delivery of Tenant’s rejection notice. If a party fails to timely select a Qualified Broker, the determination of the Fair Market Rental Value for the Premises shall be made by the Qualified Broker selected by the other party. If each party selects a Qualified Broker, the two (2) Qualified Brokers selected by Landlord and Tenant shall select a third Qualified Broker by mutual agreement reached within five (5) business days after selection of the first two (2) Qualified Brokers writing signed by Landlord and Tenant. Within ten (10) business days after the third Qualified Broker has been selected, all any extension of the Qualified Brokers shall meet Term, whether created by an amendment to attempt to agree upon the Fair Market Rental Value for the Premises. If the Qualified Brokers are unable to reach agreement, all Qualified Brokers shall, within ten (10) business days after the expiration Lease or by a holdover of the preceding ten (10) business day periodPremises by Tenant, arrange to simultaneously submit to Landlord and Tenant in writing their determinations of Fair Market Rental Value. Landlord or otherwise, shall be responsible for any and all costs associated with the retention of the Qualified Broker selected by Landlord, Tenant shall be responsible for any and all costs associated with the retention of the Qualified Broker selected by Tenant and Landlord and Tenant shall each be responsible for one half (1/2) of any and all costs associated with the retention of the third Qualified Broker. All brokers selected pursuant to this section shall be (a) deemed a commercial real estate broker licensed in Massachusetts, specializing in the leasing of laboratory space in the Bedford, Billerica and Burlington, Massachusetts submarket, with not less than ten (10) years’ experience in appraising comparable commercial properties in such market and recognized as reputable within the local real estate industrypart of, and (b) independent and none of the brokers nor their firms shall have been employed not in addition to, any duly exercised extension period permitted by Landlord (with respect to the Building), Tenant or their affiliates for the immediately preceding five (5) years (each such broker being defined herein for purposes of this paragraph as a “Qualified Broker”). The Fair Market Rental Value shall be the average (“average” shall refer herein to the sum of the fair market rent determinations divided by the number of brokers) of the fair market rent determinations of the three (3) brokers, unless the highest determination of the three (3) brokers is greater than 10% higher than the next highest determination, in which case it shall be discarded, or unless the lowest of the three (3) determinations is greater than 10% lower than the next lowest determination, in which case it shall be discarded. If one determination is discarded, then the Fair Market Rental Value shall be the average of the remaining two (2) determinations. If both the highest determination and the lowest determination are discarded, then the Fair Market Rental Value shall be the remaining determination. The Fair Market Rental Value for the Premises determined in accordance with the terms hereof shall be final and binding on Landlord and Tenantparagraph.

Right to Extend. Subject Provided that Tenant is not in Default under any provision of this Lease at the time of exercise of the extension right granted herein, and provided further that Tenant is occupying the entire Premises and has not assigned or sublet any of its interest in this Lease (except in connection with a Permitted Transfer of this Lease to the followingan Affiliate as described in Section 9.2 hereof), Tenant may extend the Term of this Lease for one period of 36 months. Tenant shall have the exercise its right (the “Extension Option”) to extend the Lease Term for two (2) successive periods of five (5) years each (eachby and only by delivering to Landlord, an “Term Extension” and collectively the “Term Extensions”), by giving Landlord written notice (the “Renewal Notice”) irrevocably exercising such extension, which notice must be received by Landlord not later less than the date twelve (12) 9 months nor more than 12 months prior to the otherwise applicable last day expiration date of the Lease Term (as the same may have been extended for the first Term Extension), time being of the essence. If each such extension is timely and properly exercised, the Lease Term shall be automatically extended to include the applicable Term Extension upon the same terms and conditions except that (i) during the second Term Extension, Tenant shall have no further option to extend the Term, Tenant’s written notice of its irrevocable commitment to extend (ii) the Base “Commitment Notice”). Should Tenant fail timely to deliver the Commitment Notice, then this extension right shall thereupon lapse and be of no further force or effect. The Basic Rent for each Term Extension shall be payable under the greater of (a) ninety-five (95%) of the Fair Market Rental Value for the Premises as determined in accordance with the terms hereof, and (b) the Base Rent then in effect immediately prior to Lease during the extension of the Term shall be at the prevailing market rental rate (including periodic adjustments) for comparable and similarly improved office space being leased by Landlord in the Building as of the commencement of the extension period, based on a reasonable extrapolation of Landlord’s then-current leasing rates (the “Prevailing Rate”). In the event that the parties are not able to agree on the Prevailing Rate within 120 days prior to the expiration date of the Term, then current Term either party may elect, by written notice to the other party, to cause said rental, including subsequent adjustments, to be determined by appraisal as follows. Within 10 days following receipt of this Agreementsuch appraisal election, and (iii) Landlord the parties shall attempt to agree on an appraiser to determine the Prevailing Rate. If the parties are unable to agree in that time, then each party shall designate an appraiser within 10 days thereafter. Should either party fail to so designate an appraiser within that time, then the appraiser designated by the other party shall determine the Prevailing Rate. Should each of the parties timely designate an appraiser, than the two appraisers so designated shall appoint a third appraiser who shall, acting alone, determine the fair market rental value of the Premises. Any appraiser designated hereunder shall have no obligation an M.A.I. certification or equivalent with not less than 5 years experience in the valuation of commercial office buildings in Santa Xxxxx County, California. Within 10 days following the selection of the appraiser, Landlord and Tenant shall each submit in writing to preparethe appraiser its determination of the rental rate for the extension period (respectively, refurbish the “Landlord’s Determination” and the “Tenant’s Determination”). Should either party fail timely to submit its rental determination, then the determination of the other party shall be conclusive and binding on the parties. The appraiser shall not disclose to either party the rental determination of the other party until the expiration of that 10 day period or, if sooner, the appraiser’s receipt of both the Landlord’s Determination and the Tenant’s Determination. Within 30 days following the selection of the appraiser and such appraiser’s receipt of the Landlord’s Determination and the Tenant’s Determination, the appraiser shall determine whether the rental rate determined by Landlord or construct by Tenant more accurately reflects Prevailing Rate for the Premises or any part thereof prior Premises, as reasonably extrapolated to the commencement of the Extension Term extension term. Accordingly, either the Landlord’s Determination or otherwise provide the Tenant’s Determination shall be selected by the appraiser as the fair market rental rate for the extension period. In determining such value, the appraiser shall first consider rental comparables for the Building and the Project, provided that if adequate comparables do not exist then the appraiser may consider transactions involving similarly improved space owned by Landlord or its affiliates in the vicinity with appropriate adjustments for differences in location and quality of project. In no event shall the appraiser attribute factors for market tenant improvement allowances or brokerage commissions to reduce said fair market rental. At any amount of free rent or improvement allowance in respect time before the decision of the Premises. Any exercise of an Extension Option appraiser is rendered, either party may, by Tenant as provided herein written notice to the other party, accept the rental terms submitted by the other party, in which event such terms shall be irrevocabledeemed adopted as the agreed fair market rental. If for any reason the Fair Market Rental Value has not been determined as The fees of the commencement date of the Term Extension, Tenant initially appraiser(s) shall pay Base Rent in an amount equal to one hundred three percent (103%) of the Base Rent in effect immediately prior to the commencement date of the Term Extension , with a retroactive adjustment to be made within fourteen (14) days after the determination of Fair Market Rental Valueshared equally by both parties. If Tenant exercises the Extension Option, within fifteen (15) Within 20 days after the determination of the Fair Market Rental Value Prevailing Rate, Landlord shall prepare a reasonably appropriate amendment to this Lease for the Premises as herein provided, the Landlord extension period and Tenant shall execute and return same to Landlord within 10 days. Should the Prevailing Rate not be established by the commencement of the extension period, then Tenant shall continue paying rent at the rate in effect during the last month of the initial Term, and a lump sum adjustment shall be made promptly upon the determination of such new rental. If Tenant fails to timely comply with any of the provisions of this paragraph, Tenant’s right to extend the Term may, at Landlord’s election and in addition to any other remedies that may be available to Landlord, be extinguished, in which event the Lease shall automatically terminate as of the initial expiration date of the Term. Any attempt to assign or transfer any right or interest created by this Section to other than an Affiliate shall be void from its inception. Tenant shall have no other right to extend the Term beyond the single 36 month extension created by this Section. Unless agreed to in a writing signed by Landlord and Tenant, any extension of the Term, whether created by an amendment to this Lease confirming same, provided that the failure of either party to do so shall not affect the rights and obligations or by a holdover of the parties hereunderPremises by Tenant, or otherwise, shall be deemed a part of, and not in addition to, any duly exercised extension period permitted by this paragraph. Tenant Time is specifically made of the essence in this Section. Promptly following receipt of the Commitment Notice, Landlord shall not be entitled to exercise its extension right pursuant prepare an appropriate amendment to the terms of this Section if, at Lease memorializing the time of exercise or at the commencement extension of the Term Extensionin accordance with the foregoing, (i) and Tenant is in default beyond any applicable notice shall duly execute and cure period provided in this Lease, or (ii) this Lease is not in full force and effect. In the event Tenant timely delivers its Renewal Notice as set forth above, Landlord shall notify Tenant of the applicable Fair Market Rental Value as determined by return same to Landlord within thirty (30) days after receipt of Tenant’s Renewal Notice. Tenant shall, within fifteen (15) days after receipt of Landlord’s determination of the Fair Market Rental Value, notify Landlord in writing whether Tenant accepts or rejects Landlord’s determination of the Fair Market Rental Value15 days. If Tenant fails timely to notify Landlord that it rejects do so, then Landlord, at its sole discretion, may either enforce its rights under this Section or, upon written notice to Tenant, elect to cause Tenant’s determination right to extend to be extinguished, in which event this Lease shall terminate as of the Fair Market Rental Value within such fifteen (15) day period (time being originally scheduled date of expiration. Should Landlord elect the essence)latter, then this Lease shall terminate upon the scheduled date of expiration and Tenant’s rights under this paragraph shall be of no further force or effect. Any attempt to assign or transfer any right or interest created by this paragraph to other than an Affiliate shall be void from its inception. Tenant shall be deemed have no other right to have irrevocably accepted Landlord’s determination of extend the Fair Market Rental ValueTerm beyond the single 36 month extension created by this paragraph. If Tenant rejects Landlord’s determination of the Fair Market Rental Value within such fifteen (15) day period (time being of the essence), then Landlord and Tenant shall each select Unless agreed to in a Qualified Broker (as defined below) within ten (10) business days following delivery of Tenant’s rejection notice. If a party fails to timely select a Qualified Broker, the determination of the Fair Market Rental Value for the Premises shall be made by the Qualified Broker selected by the other party. If each party selects a Qualified Broker, the two (2) Qualified Brokers selected by Landlord and Tenant shall select a third Qualified Broker by mutual agreement reached within five (5) business days after selection of the first two (2) Qualified Brokers writing signed by Landlord and Tenant. Within ten (10) business days after the third Qualified Broker has been selected, all any extension of the Qualified Brokers shall meet Term, whether created by an amendment to attempt to agree upon the Fair Market Rental Value for the Premises. If the Qualified Brokers are unable to reach agreement, all Qualified Brokers shall, within ten (10) business days after the expiration this Lease or by a holdover of the preceding ten (10) business day periodPremises by Tenant, arrange to simultaneously submit to Landlord and Tenant in writing their determinations of Fair Market Rental Value. Landlord or otherwise, shall be responsible for deemed a part of, and not in addition to, any and all costs associated with the retention duly exercised extension period permitted by this Section. Time is specifically made of the Qualified Broker selected by Landlord, Tenant shall be responsible for any and all costs associated with the retention of the Qualified Broker selected by Tenant and Landlord and Tenant shall each be responsible for one half (1/2) of any and all costs associated with the retention of the third Qualified Broker. All brokers selected pursuant to this section shall be (a) a commercial real estate broker licensed in Massachusetts, specializing in the leasing of laboratory space in the Bedford, Billerica and Burlington, Massachusetts submarket, with not less than ten (10) years’ experience in appraising comparable commercial properties in such market and recognized as reputable within the local real estate industry, and (b) independent and none of the brokers nor their firms shall have been employed by Landlord (with respect to the Building), Tenant or their affiliates for the immediately preceding five (5) years (each such broker being defined herein for purposes essence of this paragraph as a “Qualified Broker”). The Fair Market Rental Value shall be the average (“average” shall refer herein to the sum of the fair market rent determinations divided by the number of brokers) of the fair market rent determinations of the three (3) brokers, unless the highest determination of the three (3) brokers is greater than 10% higher than the next highest determination, in which case it shall be discarded, or unless the lowest of the three (3) determinations is greater than 10% lower than the next lowest determination, in which case it shall be discarded. If one determination is discarded, then the Fair Market Rental Value shall be the average of the remaining two (2) determinations. If both the highest determination and the lowest determination are discarded, then the Fair Market Rental Value shall be the remaining determination. The Fair Market Rental Value for the Premises determined in accordance with the terms hereof shall be final and binding on Landlord and TenantSection.

Right to Extend. Subject to this Section, the followingCompany may extend the maturity of all Notes to June __, Tenant shall have the right 2015 (the “Extension OptionExtended Maturity Date”) to extend the Lease Term for two (2) successive periods of five (5) years each (each, an “Term Extension” and collectively the “Term Extensions”), by giving Landlord written notice (the “Renewal Extension Notice”) irrevocably exercising such extension, which notice must be received by Landlord not later given to the Holders at least 30 and no more than the date twelve (12) months 60 days prior to the otherwise applicable last day of the Lease Term (as the same may have been extended for the first Term Extension), time being of the essence. If each such extension is timely and properly exercised, the Lease Term shall be automatically extended to include the applicable Term Extension upon the same terms and conditions except that initial Maturity Date; provided that: (i) during on the second Term Extensiondate the Extension Notice is given or at any time between such date and the initial Maturity Date, Tenant shall have no further option to extend Event of Default exists and no event or condition exists which with the Termpassage of time, the giving of notice or both would constitute an Event of Default; (ii) commencing on the Base Rent for initial Maturity Date, the interest rate under this Note will be increased to equal 3% per annum and will continue to be payable every three months with all principal and accrued interest under this Note due and payable in full on the Extended Maturity Date; (iii) within 3 days after the initial Maturity Date, but no later than December 30, 2014 in the event that the Maturity Date is after December 27, 2013, the Company will issue to each Term Holder, Warrants (“Extension shall Warrants”) in the same form as the Warrants delivered in connection with this Note, but with an exercise price equal to the Volume Weighted Average Price (with such term and the term Trading Day to be as defined in the greater of (a) ninety-five (95%Warrants) of the Fair Market Rental Value for Company’s Common Stock during the Premises as determined in accordance with the terms hereof, and (b) the Base Rent then in effect 10 consecutive Trading Day period immediately prior to the extension initial Maturity Date, with such Extension Warrants to have a three year term from and after the initial Maturity Date and to be initially exercisable for a number of shares of Common Stock computed by dividing 56.25% of the then current Term of this Agreement, and (iii) Landlord shall have no obligation to prepare, refurbish or construct the Premises or any part thereof prior to the commencement unpaid principal amount of the Extension Term or otherwise provide any amount of free rent or improvement allowance in respect of Note held by such Holder by the Premises. Any initial exercise of an Extension Option by Tenant as provided herein shall be irrevocable. If for any reason the Fair Market Rental Value has not been determined as of the commencement date of the Term Extension, Tenant initially shall pay Base Rent in an amount equal to one hundred three percent (103%) of the Base Rent in effect immediately prior to the commencement date of the Term Extension , with a retroactive adjustment to be made within fourteen (14) days after the determination of Fair Market Rental Value. If Tenant exercises the Extension Option, within fifteen (15) days after the determination of the Fair Market Rental Value for the Premises as herein provided, the Landlord and Tenant shall execute an amendment to this Lease confirming same, provided that the failure of either party to do so shall not affect the rights and obligations of the parties hereunder. Tenant shall not be entitled to exercise its extension right pursuant to the terms of this Section if, at the time of exercise or at the commencement of the Term Extension, (i) Tenant is in default beyond any applicable notice and cure period provided in this Lease, or (ii) this Lease is not in full force and effect. In the event Tenant timely delivers its Renewal Notice price computed as set forth above, Landlord shall notify Tenant ; (iv) the Company will deliver to each Holder contemporaneously with such Warrants an amendment to the RRA pursuant to which the Company agrees to register the shares of Common Stock issuable upon exercise of the applicable Fair Market Rental Value as determined by Landlord within thirty (30) days after receipt of Tenant’s Renewal Notice. Tenant shall, within fifteen (15) days after receipt of Landlord’s determination of the Fair Market Rental Value, notify Landlord in writing whether Tenant accepts or rejects Landlord’s determination of the Fair Market Rental Value. If Tenant fails to notify Landlord that it rejects Landlord’s determination of the Fair Market Rental Value within such fifteen (15) day period (time being of the essence), Tenant shall be deemed to have irrevocably accepted Landlord’s determination of the Fair Market Rental Value. If Tenant rejects Landlord’s determination of the Fair Market Rental Value within such fifteen (15) day period (time being of the essence), then Landlord and Tenant shall each select a Qualified Broker (as defined below) within ten (10) business days following delivery of Tenant’s rejection notice. If a party fails to timely select a Qualified Broker, the determination of the Fair Market Rental Value for the Premises shall be made by the Qualified Broker selected by the other party. If each party selects a Qualified Broker, the two (2) Qualified Brokers selected by Landlord and Tenant shall select a third Qualified Broker by mutual agreement reached within five (5) business days after selection of the first two (2) Qualified Brokers by Landlord and Tenant. Within ten (10) business days after the third Qualified Broker has been selected, all of the Qualified Brokers shall meet to attempt to agree upon the Fair Market Rental Value for the Premises. If the Qualified Brokers are unable to reach agreement, all Qualified Brokers shall, within ten (10) business days after the expiration of the preceding ten (10) business day period, arrange to simultaneously submit to Landlord and Tenant in writing their determinations of Fair Market Rental Value. Landlord shall be responsible for any and all costs associated with the retention of the Qualified Broker selected by Landlord, Tenant shall be responsible for any and all costs associated with the retention of the Qualified Broker selected by Tenant and Landlord and Tenant shall each be responsible for one half (1/2) of any and all costs associated with the retention of the third Qualified Broker. All brokers selected pursuant to this section shall be (a) a commercial real estate broker licensed in Massachusetts, specializing in the leasing of laboratory space in the Bedford, Billerica and Burlington, Massachusetts submarket, with not less than ten (10) years’ experience in appraising comparable commercial properties in such market and recognized as reputable within the local real estate industry, and (b) independent and none of the brokers nor their firms shall have been employed by Landlord (with respect to the Building), Tenant or their affiliates for the immediately preceding five (5) years (each such broker being defined herein for purposes of this paragraph as a “Qualified Broker”). The Fair Market Rental Value shall be the average (“average” shall refer herein to the sum of the fair market rent determinations divided by the number of brokers) of the fair market rent determinations of the three (3) brokers, unless the highest determination of the three (3) brokers is greater than 10% higher than the next highest determination, in which case it shall be discarded, or unless the lowest of the three (3) determinations is greater than 10% lower than the next lowest determination, in which case it shall be discarded. If one determination is discarded, then the Fair Market Rental Value shall be the average of the remaining two (2) determinations. If both the highest determination and the lowest determination are discarded, then the Fair Market Rental Value shall be the remaining determination. The Fair Market Rental Value for the Premises determined in accordance with the terms hereof shall be final and binding on Landlord and TenantExtension Warrants.

Right to Extend. Subject to the followingProvided that Tenant is not then in default under any provision of this Lease, Tenant may extend the Term of this Lease for one period of sixty (60) months. Tenant shall have the exercise such right (the “Extension Option”) to extend the Lease Term for two by and only by delivering to Landlord, not less than nine (29) successive periods of five (5) years each (each, an “Term Extension” and collectively the “Term Extensions”), by giving Landlord written notice (the “Renewal Notice”) irrevocably exercising such extension, which notice must be received by Landlord not later months or more than the date twelve (12) months prior to the otherwise applicable last day scheduled expiration date of the Lease Term (as the same may have been extended for the first Term Extension), time being of the essence. If each such extension is timely and properly exercised, the Lease Term shall be automatically extended to include the applicable Term Extension upon the same terms and conditions except that (i) during the second Term Extension, Tenant shall have no further option to extend the Term, Tenant's written notice of its irrevocable election to extend (ii) the Base "Exercise Notice"). Tenant's failure timely to deliver the Exercise Notice shall cause this extension right to lapse and be of no further force or effect. The Basic Rent for each Term Extension shall be payable under the greater of (a) ninety-five (95%) of the Fair Market Rental Value for the Premises as determined in accordance with the terms hereof, and (b) the Base Rent then in effect immediately prior to Lease during the extension of the Term shall be at the prevailing rental rate and other economic terms for office space being leased by Landlord in the Project with a term commencing at or about the commencement of the applicable extension period, as determined by Landlord based on a reasonable extrapolation of its then-current leasing rates (the "Prevailing Rate"). In determining the Prevailing Rate, recent new and renewal leases with non-equity tenants of the Project shall be considered. The Prevailing Rate shall reflect the rental rate and terms payable in those third party transactions, taking into account pertinent economic concessions then current Term of this Agreementgenerally being granted by Landlord such as "free rent," Operating Expense base years, parking charge limitations, and the like. It is understood, however, that no consideration shall be given to brokerage commissions, lease "takeover" payments, moving allowances, or tenant improvement allowances (iiiother than retrofit allowances granted to renewal tenants). The rental rates payable in any third party transactions executed more than six (6) Landlord shall have no obligation to prepare, refurbish or construct the Premises or any part thereof months prior to the commencement of the Extension Term or otherwise provide any amount of free rent or improvement allowance in respect extension period shall be reasonably extrapolated, if applicable, to reflect current rental trends. Following Tenant's delivery of the Premises. Any exercise of an Extension Option by Tenant as provided herein shall be irrevocable. If for any reason Exercise Notice, but not later than six (6) months prior to the Fair Market Rental Value has not been determined as of the commencement expiration date of the Term ExtensionTerm, Landlord shall notify Tenant initially shall pay Base Rent in an amount equal writing ("Landlord's Notice") of Landlord's calculation of the Prevailing Rate for the extension period based on the foregoing criteria. Should Tenant dispute Landlord's calculation, then Tenant may, by written notice to one hundred three percent Landlord within thirty (103%30) days following Landlord's Notice, submit the reasonableness of Landlord's calculation of the Prevailing Rate to arbitration in accordance with Section 14.7(b) of the Base Rent in effect immediately prior Lease (the "Arbitration Election"). Should Tenant fail timely to make the commencement date Arbitration Election, then Landlord's determination of the Term Extension , with a retroactive adjustment to Prevailing Rate shall be made within fourteen conclusive. Within twenty (14) days after the determination of Fair Market Rental Value. If Tenant exercises the Extension Option, within fifteen (1520) days after the determination of the Fair Market Rental Value Prevailing Rate, Landlord shall prepare a commercially reasonable amendment to this Lease consistent with the foregoing for the Premises as herein provided, the Landlord extension period and Tenant shall execute an amendment and return same to this Lease confirming same, provided that the failure of either party to do so shall not affect the rights and obligations of the parties hereunder. Tenant shall not be entitled to exercise its extension right pursuant to the terms of this Section if, at the time of exercise or at the commencement of the Term Extension, (i) Tenant is in default beyond any applicable notice and cure period provided in this Lease, or (ii) this Lease is not in full force and effect. In the event Tenant timely delivers its Renewal Notice as set forth above, Landlord shall notify Tenant of the applicable Fair Market Rental Value as determined by Landlord within thirty (30) days after receipt of Tenant’s Renewal Notice. Tenant shall, within fifteen (15) days after receipt of Landlord’s determination of the Fair Market Rental Value, notify Landlord in writing whether Tenant accepts or rejects Landlord’s determination of the Fair Market Rental Valuedays. If Tenant fails timely to notify Landlord that it rejects Landlord’s determination of the Fair Market Rental Value within such fifteen (15) day period (time being of the essence), Tenant shall be deemed to have irrevocably accepted Landlord’s determination of the Fair Market Rental Value. If Tenant rejects Landlord’s determination of the Fair Market Rental Value within such fifteen (15) day period (time being of the essence)do so, then Landlord and may either enforce its rights under this Section or, upon written notice to Tenant, elect to cause Tenant's right to extend to be extinguished, in which event this Lease shall terminate as of the originally scheduled date of expiration. Should the Prevailing Rate not be established by the commencement of the extension period, then Tenant shall each select continue paying rent at the rate in effect during the month preceding such commencement, and a Qualified Broker (as defined below) within ten (10) business days following delivery of Tenant’s rejection notice. If a party fails to timely select a Qualified Broker, lump sum adjustment shall be made promptly upon the determination of the Fair Market Rental Value for the Premises such new rental. The right to extend granted in this Section shall be personal to the original Tenant and may not be assigned or transferred by it except in connection with an assignment of this Lease to a Tenant Affiliate. Any other attempt to assign or transfer such right shall be void from its inception. Time is specifically made by the Qualified Broker selected by the other party. If each party selects a Qualified Broker, the two (2) Qualified Brokers selected by Landlord and Tenant shall select a third Qualified Broker by mutual agreement reached within five (5) business days after selection of the first two (2) Qualified Brokers by Landlord and Tenant. Within ten (10) business days after the third Qualified Broker has been selected, all of the Qualified Brokers shall meet to attempt to agree upon the Fair Market Rental Value for the Premises. If the Qualified Brokers are unable to reach agreement, all Qualified Brokers shall, within ten (10) business days after the expiration of the preceding ten (10) business day period, arrange to simultaneously submit to Landlord and Tenant essence in writing their determinations of Fair Market Rental Value. Landlord shall be responsible for any and all costs associated with the retention of the Qualified Broker selected by Landlord, Tenant shall be responsible for any and all costs associated with the retention of the Qualified Broker selected by Tenant and Landlord and Tenant shall each be responsible for one half (1/2) of any and all costs associated with the retention of the third Qualified Broker. All brokers selected pursuant to this section shall be (a) a commercial real estate broker licensed in Massachusetts, specializing in the leasing of laboratory space in the Bedford, Billerica and Burlington, Massachusetts submarket, with not less than ten (10) years’ experience in appraising comparable commercial properties in such market and recognized as reputable within the local real estate industry, and (b) independent and none of the brokers nor their firms shall have been employed by Landlord (with respect to the Building), Tenant or their affiliates for the immediately preceding five (5) years (each such broker being defined herein for purposes of this paragraph as a “Qualified Broker”). The Fair Market Rental Value shall be the average (“average” shall refer herein to the sum of the fair market rent determinations divided by the number of brokers) of the fair market rent determinations of the three (3) brokers, unless the highest determination of the three (3) brokers is greater than 10% higher than the next highest determination, in which case it shall be discarded, or unless the lowest of the three (3) determinations is greater than 10% lower than the next lowest determination, in which case it shall be discarded. If one determination is discarded, then the Fair Market Rental Value shall be the average of the remaining two (2) determinations. If both the highest determination and the lowest determination are discarded, then the Fair Market Rental Value shall be the remaining determination. The Fair Market Rental Value for the Premises determined in accordance with the terms hereof shall be final and binding on Landlord and TenantSection.

Right to Extend. Subject to Provided that Tenant is not in monetary Default under any provision of this Lease at the followingtime of exercise of the extension right granted herein, and provided further that Tenant has not assigned or sublet more than 50% of its interest in this Lease (except in connection with a Permitted Transfer of this Lease as described in Section 9.1(e) hereof), Tenant may extend the Term of this Lease for two periods of 60 months. Tenant shall have the exercise its right (the “Extension Option”) to extend the Lease Term for two (2) successive periods of five (5) years each (eachby and only by delivering to Landlord, an “Term Extension” and collectively the “Term Extensions”), by giving Landlord written notice (the “Renewal Notice”) irrevocably exercising such extension, which notice must be received by Landlord not later less than the date twelve (12) 9 months nor more than 12 months prior to the otherwise applicable last day expiration date of the Lease Term (as the same may have been extended for the first Term Extension), time being of the essence. If each such extension is timely and properly exercised, the Lease Term shall be automatically extended to include the applicable Term Extension upon the same terms and conditions except that (i) during the second Term Extension, Tenant shall have no further option to extend the Term, Tenant’s written notice of its irrevocable commitment to extend (ii) the Base “Commitment Notice”). Should Tenant fail timely to deliver the Commitment Notice, then this extension right shall thereupon lapse and be of no further force or effect. The Basic Rent for each Term Extension shall be payable under the greater of (a) ninety-five (95%) of the Fair Market Rental Value for the Premises as determined in accordance with the terms hereof, and (b) the Base Rent then in effect immediately prior to Lease during the extension of the Term shall be at the prevailing market rental rate (including periodic adjustments) for comparable and similarly improved office space being leased by Landlord in the Building as of the commencement of the extension period, as evidenced by actual recent lease transactions completed by Landlord in the Project (the “Prevailing Rate”); provided that such Basic Rent shall in no event be less than the Basic Rent payable by Tenant during the final month of the Term. In the event that the parties are not able to agree on the Prevailing Rate within 120 days prior to the expiration date of the Term, then current Term either party may elect, by written notice to the other party, to cause said rental, including subsequent adjustments, to be determined by appraisal as follows. Within 10 days following receipt of this Agreementsuch appraisal election, and (iii) Landlord the parties shall attempt to agree on an appraiser to determine the Prevailing Rate. If the parties are unable to agree in that time, then each party shall designate an appraiser within 10 days thereafter. Should either party fail to so designate an appraiser within that time, then the appraiser designated by the other party shall determine the Prevailing Rate. Should each of the parties timely designate an appraiser, then the two appraisers so designated shall appoint a third appraiser who shall, acting alone, determine the fair market rental value of the Premises. Any appraiser designated hereunder shall have no obligation an M.A.I. certification or equivalent with not less than 5 years experience in the valuation of commercial office buildings in Orange County, California. Within 10 days following the selection of the appraiser, Landlord and Tenant shall each submit in writing to preparethe appraiser its determination of the rental rate for the extension period (respectively, refurbish the “Landlord’s Determination” and the “Tenant’s Determination”). Should either party fail timely to submit its rental determination, then the determination of the other party shall be conclusive and binding on the parties. The appraiser shall not disclose to either party the rental determination of the other party until the expiration of that 10 day period or, if sooner, the appraiser’s receipt of both the Landlord’s Determination and the Tenant’s Determination. Within 30 days following the selection of the appraiser and such appraiser’s receipt of the Landlord’s Determination and the Tenant’s Determination, the appraiser shall determine whether the rental rate determined by Landlord or construct by Tenant more accurately reflects Prevailing Rate for the Premises or any part thereof prior Premises, as reasonably extrapolated to the commencement of the Extension Term extension term. Accordingly, either the Landlord’s Determination or otherwise provide the Tenant’s Determination shall be selected by the appraiser as the fair market rental rate for the extension period. In determining such value, the appraiser shall first consider rental comparables for the Building and the Project, provided that if adequate comparables do not exist then the appraiser may consider transactions involving similarly improved space owned by Landlord or its affiliates in the vicinity with appropriate adjustments for differences in location and quality of project. In no event shall the appraiser attribute factors for market tenant improvement allowances or brokerage commissions to reduce said fair market rental. At any amount of free rent or improvement allowance in respect time before the decision of the Premises. Any exercise of an Extension Option appraiser is rendered, either party may, by Tenant as provided herein written notice to the other party, accept the rental terms submitted by the other party, in which event such terms shall be irrevocabledeemed adopted as the agreed fair market rental. If for any reason the Fair Market Rental Value has not been determined as The fees of the commencement date appraiser(s) shall be borne entirely by the party whose determination of the Term Extension, Tenant initially shall pay Base Rent in an amount equal to one hundred three percent (103%) of fair market rental rate was not accepted by the Base Rent in effect immediately prior to the commencement date of the Term Extension , with a retroactive adjustment to be made within fourteen (14) days after the determination of Fair Market Rental Valueappraiser. If Tenant exercises the Extension Option, within fifteen (15) Within 20 days after the determination of the Fair Market Rental Value fair market rental, Landlord shall prepare a reasonably appropriate amendment to this Lease for the Premises as herein provided, the Landlord extension period and Tenant shall execute and return same to Landlord within 10 days. Should the fair market rental not be established by the commencement of the extension period, then Tenant shall continue paying rent at the rate in effect during the last month of the initial Term, and a lump sum adjustment shall be made promptly upon the determination of such new rental. If Tenant fails to timely comply with any of the provisions of this paragraph, Tenant’s right to extend the Term may, at Landlord’s election and in addition to any other remedies that may be available to Landlord, be extinguished, in which event the Lease shall automatically terminate as of the initial expiration date of the Term. Any attempt to assign or transfer any right or interest created by this paragraph to other than an assignee following a Permitted Transfer shall be void from its inception. Unless agreed to in a writing signed by Landlord and Tenant, Tenant shall have no other right to extend the Term beyond the two 60 month extensions created by this paragraph. Unless agreed to in a writing signed by Landlord and Tenant, any extension of the Term, whether created by an amendment to this Lease confirming same, provided that the failure of either party to do so shall not affect the rights and obligations or by a holdover of the parties hereunder. Tenant shall not be entitled to exercise its extension right pursuant to the terms of this Section if, at the time of exercise or at the commencement of the Term Extension, (i) Tenant is in default beyond any applicable notice and cure period provided in this LeasePremises by Tenant, or (ii) this Lease is not in full force and effect. In the event Tenant timely delivers its Renewal Notice as set forth aboveotherwise, Landlord shall notify Tenant of the applicable Fair Market Rental Value as determined by Landlord within thirty (30) days after receipt of Tenant’s Renewal Notice. Tenant shall, within fifteen (15) days after receipt of Landlord’s determination of the Fair Market Rental Value, notify Landlord in writing whether Tenant accepts or rejects Landlord’s determination of the Fair Market Rental Value. If Tenant fails to notify Landlord that it rejects Landlord’s determination of the Fair Market Rental Value within such fifteen (15) day period (time being of the essence), Tenant shall be deemed to have irrevocably accepted Landlord’s determination a part of, and not in addition to, any duly exercised extension period permitted by this paragraph. Time is specifically made of the Fair Market Rental Value. If Tenant rejects Landlord’s determination of the Fair Market Rental Value within such fifteen (15) day period (time being of the essence), then Landlord and Tenant shall each select a Qualified Broker (as defined below) within ten (10) business days following delivery of Tenant’s rejection notice. If a party fails to timely select a Qualified Broker, the determination of the Fair Market Rental Value for the Premises shall be made by the Qualified Broker selected by the other party. If each party selects a Qualified Broker, the two (2) Qualified Brokers selected by Landlord and Tenant shall select a third Qualified Broker by mutual agreement reached within five (5) business days after selection of the first two (2) Qualified Brokers by Landlord and Tenant. Within ten (10) business days after the third Qualified Broker has been selected, all of the Qualified Brokers shall meet to attempt to agree upon the Fair Market Rental Value for the Premises. If the Qualified Brokers are unable to reach agreement, all Qualified Brokers shall, within ten (10) business days after the expiration of the preceding ten (10) business day period, arrange to simultaneously submit to Landlord and Tenant essence in writing their determinations of Fair Market Rental Value. Landlord shall be responsible for any and all costs associated with the retention of the Qualified Broker selected by Landlord, Tenant shall be responsible for any and all costs associated with the retention of the Qualified Broker selected by Tenant and Landlord and Tenant shall each be responsible for one half (1/2) of any and all costs associated with the retention of the third Qualified Broker. All brokers selected pursuant to this section shall be (a) a commercial real estate broker licensed in Massachusetts, specializing in the leasing of laboratory space in the Bedford, Billerica and Burlington, Massachusetts submarket, with not less than ten (10) years’ experience in appraising comparable commercial properties in such market and recognized as reputable within the local real estate industry, and (b) independent and none of the brokers nor their firms shall have been employed by Landlord (with respect to the Building), Tenant or their affiliates for the immediately preceding five (5) years (each such broker being defined herein for purposes of this paragraph as a “Qualified Broker”). The Fair Market Rental Value shall be the average (“average” shall refer herein to the sum of the fair market rent determinations divided by the number of brokers) of the fair market rent determinations of the three (3) brokers, unless the highest determination of the three (3) brokers is greater than 10% higher than the next highest determination, in which case it shall be discarded, or unless the lowest of the three (3) determinations is greater than 10% lower than the next lowest determination, in which case it shall be discarded. If one determination is discarded, then the Fair Market Rental Value shall be the average of the remaining two (2) determinations. If both the highest determination and the lowest determination are discarded, then the Fair Market Rental Value shall be the remaining determination. The Fair Market Rental Value for the Premises determined in accordance with the terms hereof shall be final and binding on Landlord and TenantSection.

Right to Extend. Subject to Provided that no Default has occurred under any provision of this Lease, either at the followingtime of exercise of the extension right granted herein or at the time of the commencement of such extension, and provided further that Tenant is occupying the entire Premises and has not assigned or sublet any of its interest in this Lease, then Tenant may extend the Term of this Lease for one (1) extension period of 60 months. Tenant shall have the exercise its right (the “Extension Option”) to extend the Lease Term for two (2) successive periods of five (5) years each (eachby and only by delivering to Landlord, an “Term Extension” and collectively the “Term Extensions”), by giving Landlord written notice (the “Renewal Notice”) irrevocably exercising such extension, which notice must be received by Landlord not later less than the date twelve (12) 12 months or more than 15 months prior to the otherwise applicable last day Expiration Date of the Term, Tenant's irrevocable written notice of its commitment to extend (the “Commitment Notice”). The Basic Rent payable under the Lease Term (as the same may have been extended for the first Term Extension), time being during any extension of the essence. If each such extension is timely and properly exercised, the Lease Term shall be automatically extended determined as provided in the following provisions. If Landlord and Tenant have not by then been able to include the applicable Term Extension agree upon the same terms and conditions except that (i) during the second Term Extension, Tenant shall have no further option to extend the Term, (ii) the Base Basic Rent for each Term Extension shall be the greater of (a) ninety-five (95%) of the Fair Market Rental Value for the Premises as determined in accordance with the terms hereof, and (b) the Base Rent then in effect immediately prior to the extension of the Term, then current Term not less than 90 days or more than 120 days prior to the Expiration Date of this Agreementthe Term, and (iii) Landlord shall notify Tenant in writing of the Basic Rent that would reflect the prevailing market rental rate for a 60-month renewal of comparable space in the Project (together with any increases thereof during the extension period) as of the commencement of the extension period (“Landlord's Determination”). Should Tenant disagree with the Landlord's Determination, then Tenant shall, not later than 20 days thereafter, notify Landlord in writing of Tenant's determination of those rental terms (“Tenant's Determination”). Within 10 business days following delivery of the Tenant's Determination, the parties shall attempt to agree on an appraiser to determine the fair market rental. If the parties are unable to agree in that time, then each party shall designate an appraiser within 10 business days thereafter. Should either party fail to so designate an appraiser within that time, then the appraiser designated by the other party shall determine the fair market rental. Should each of the parties timely designate an appraiser, then the two appraisers so designated shall appoint a third appraiser who shall, acting alone, determine the fair market rental for the Premises. Any appraiser designated hereunder shall have no obligation to preparean MAI certification with not less than 5 years’ experience in the valuation of commercial industrial buildings in the vicinity of the Project. Within 30 days following the selection of the appraiser and such appraiser's receipt of the Landlord's Determination and the Tenant's Determination, refurbish the appraiser shall determine whether the rental rate determined by Landlord or construct by Tenant more accurately reflects the Premises or any part thereof prior fair market rental rate for the 60-month renewal of the Lease for the Premises, as reasonably extrapolated to the commencement of the Extension Term extension period. Accordingly, either the Landlord's Determination or otherwise provide any amount the Tenant's Determination shall be selected by the appraiser as the fair market rental rate for the extension period. In making such determination, the appraiser shall consider rental comparables for the Project (provided that if there are an insufficient number of free rent or improvement allowance comparables within the Project, the appraiser shall consider rental comparables for similarly improved space owned by Landlord in respect Irvine Spectrum within a 2-mile radius of the PremisesProject with appropriate adjustment for location and quality of project), but the appraiser shall not attribute any factor for brokerage commissions in making its determination of the fair market rental rate. Any exercise At any time before the decision of an Extension Option the appraiser is rendered, either party may, by Tenant as provided herein written notice to the other party, accept the rental terms submitted by the other party, in which event such terms shall be irrevocabledeemed adopted as the agreed fair market rental. If for any reason the Fair Market Rental Value has not been determined as The fees of the commencement date appraiser(s) shall be borne entirely by the party whose determination of the Term Extension, Tenant initially shall pay Base Rent in an amount equal to one hundred three percent (103%) of fair market rental rate was not accepted by the Base Rent in effect immediately prior to the commencement date of the Term Extension , with a retroactive adjustment to be made within fourteen (14) days after the determination of Fair Market Rental Valueappraiser. If Tenant exercises the Extension Option, within fifteen (15) Within 20 days after the determination of the Fair Market Rental Value fair market rental, Landlord shall prepare an appropriate amendment to this Lease for the Premises as herein providedextension period, the Landlord and Tenant shall execute and return same to Landlord within 10 business days after Tenant’s receipt of same. Should the fair market rental not be established by the commencement of the extension period, then Tenant shall continue paying rent at the rate in effect during the last month of the initial Term, and a lump sum adjustment shall be made promptly upon the determination of such new rental. If Tenant fails to timely exercise the extension right granted herein within the time period expressly set forth for exercise by Tenant in the initial paragraph of this Section, Tenant's right to extend the Term shall be extinguished and the Lease shall automatically terminate as of the expiration date of the Term, without any extension and without any liability to Landlord. Tenant’s rights under this Section shall belong solely to Lantronix, Inc., a Delaware corporation, and any Affiliate, and any other attempted assignment or transfer of such rights shall be void and of no force and effect. Tenant shall have no other right to extend the Term beyond the single 60-month extension period created by this Section. Unless agreed to in a writing signed by Landlord and Tenant, any extension of the Term, whether created by an amendment to this Lease confirming same, provided that the failure of either party to do so shall not affect the rights and obligations or by a holdover of the parties hereunder. Tenant shall not be entitled to exercise its extension right pursuant to the terms of this Section if, at the time of exercise or at the commencement of the Term Extension, (i) Tenant is in default beyond any applicable notice and cure period provided in this LeasePremises by Tenant, or (ii) this Lease is not in full force and effect. In the event Tenant timely delivers its Renewal Notice as set forth aboveotherwise, Landlord shall notify Tenant of the applicable Fair Market Rental Value as determined by Landlord within thirty (30) days after receipt of Tenant’s Renewal Notice. Tenant shall, within fifteen (15) days after receipt of Landlord’s determination of the Fair Market Rental Value, notify Landlord in writing whether Tenant accepts or rejects Landlord’s determination of the Fair Market Rental Value. If Tenant fails to notify Landlord that it rejects Landlord’s determination of the Fair Market Rental Value within such fifteen (15) day period (time being of the essence), Tenant shall be deemed to have irrevocably accepted Landlord’s determination of the Fair Market Rental Value. If Tenant rejects Landlord’s determination of the Fair Market Rental Value within such fifteen (15) day period (time being of the essence), then Landlord and Tenant shall each select a Qualified Broker (as defined below) within ten (10) business days following delivery of Tenant’s rejection notice. If a party fails to timely select a Qualified Broker, the determination of the Fair Market Rental Value for the Premises shall be made by the Qualified Broker selected by the other party. If each party selects a Qualified Broker, the two (2) Qualified Brokers selected by Landlord and Tenant shall select a third Qualified Broker by mutual agreement reached within five (5) business days after selection of the first two (2) Qualified Brokers by Landlord and Tenant. Within ten (10) business days after the third Qualified Broker has been selected, all of the Qualified Brokers shall meet to attempt to agree upon the Fair Market Rental Value for the Premises. If the Qualified Brokers are unable to reach agreement, all Qualified Brokers shall, within ten (10) business days after the expiration of the preceding ten (10) business day period, arrange to simultaneously submit to Landlord and Tenant in writing their determinations of Fair Market Rental Value. Landlord shall be responsible for any and all costs associated with the retention of the Qualified Broker selected by Landlord, Tenant shall be responsible for any and all costs associated with the retention of the Qualified Broker selected by Tenant and Landlord and Tenant shall each be responsible for one half (1/2) of any and all costs associated with the retention of the third Qualified Broker. All brokers selected pursuant to this section shall be (a) a commercial real estate broker licensed in Massachusetts, specializing in the leasing of laboratory space in the Bedford, Billerica and Burlington, Massachusetts submarket, with not less than ten (10) years’ experience in appraising comparable commercial properties in such market and recognized as reputable within the local real estate industrypart of, and (b) independent and none of the brokers nor their firms shall have been employed not in addition to, any duly exercised extension period permitted by Landlord (with respect to the Building), Tenant or their affiliates for the immediately preceding five (5) years (each such broker being defined herein for purposes of this paragraph as a “Qualified Broker”). The Fair Market Rental Value shall be the average (“average” shall refer herein to the sum of the fair market rent determinations divided by the number of brokers) of the fair market rent determinations of the three (3) brokers, unless the highest determination of the three (3) brokers is greater than 10% higher than the next highest determination, in which case it shall be discarded, or unless the lowest of the three (3) determinations is greater than 10% lower than the next lowest determination, in which case it shall be discarded. If one determination is discarded, then the Fair Market Rental Value shall be the average of the remaining two (2) determinations. If both the highest determination and the lowest determination are discarded, then the Fair Market Rental Value shall be the remaining determination. The Fair Market Rental Value for the Premises determined in accordance with the terms hereof shall be final and binding on Landlord and TenantSection.