Common use of Service Interruption Clause in Contracts

Service Interruption. Notwithstanding anything to the contrary set forth herein, if (i) a stoppage of an Essential Service (as defined below) to the Premises shall occur and such stoppage is due solely to the negligent acts or omissions of Landlord and not due in any part to any act or omission on the part of Tenant or any Tenant Party or any matter beyond Landlord’s reasonable control (any such stoppage of an Essential Service being hereinafter referred to as a “Service Interruption”), and (ii) such Service Interruption continues for more than 10 consecutive business days after Landlord shall have received written notice thereof from Tenant, and (iii) as a result of such Service Interruption, the conduct of Tenant’s normal operations in the Premises are materially and adversely affected, then, to the extent that such Service Interruption is covered by rental interruption insurance carried by Landlord pursuant to this Lease, there shall be an abatement of 1 day’s Base Rent for each day during which such Service Interruption continues after such 10 business day period; provided, however, that if any part of the Premises is reasonably useable for Tenant’s normal business operations or if Tenant conducts all or any part of its operations in any portion of the Premises notwithstanding the Service Interruption, then the amount of each daily abatement of Base Rent shall only be proportionate to the nature and extent of the interruption of Tenant’s normal operations or ability to use the Premises. The rights granted to Tenant under this paragraph shall be Tenant’s sole and exclusive remedy resulting from a failure of Landlord to provide services, and Landlord shall not otherwise be liable for any loss or damage suffered or sustained by Tenant resulting from any failure or cessation of services. For purposes hereof, the term “Essential Services” shall mean the following services: HVAC service, water, sewer, and electricity, but in each case only to the extent that Landlord has an obligation to provide same to Tenant under this Lease. The provisions of this paragraph shall only apply as long as Novavax, Inc. is the tenant occupying the Premises under this Lease and shall not apply to any assignee or sublessee.

Service Interruption. Notwithstanding anything Landlord shall not be liable for failure to furnish utilities or services to the contrary set forth hereinPremises when the failure results from accident, breakage, strikes, lock-outs, shortages or other causes beyond Landlord's reasonable control or the need to make repairs due to emergency or otherwise; but in case of such failure Landlord shall take all reasonable steps promptly to restore the interrupted utilities and services and to minimize the inconvenience to and disruption of Tenant's use or enjoyment of the Premises. Such service or utility interruption shall not constitute a constructive eviction of Tenant nor shall Tenant be entitled to abatement of Rent except as expressly otherwise provided in Paragraph 15.(m). Landlord shall use reasonable diligence to provide Tenant with prior notice of any proposed curtailment or cessation of a utility or service and the length of time of such disruption, except in the event of an emergency, in which case Landlord shall notify Tenant of such curtailment or cessation of utility or service and the length of disruption promptly after Landlord has become aware of same. Landlord shall not be required to perform any such repairs or maintenance on an overtime or premium pay basis, except that Landlord shall employ contractors or laborers at so-called overtime or other premium pay rates if necessary to make any repair required to be made by it hereunder to remedy any condition that (i) results in a stoppage denial of an Essential Service (as defined below) access to all or a material portion of the Premises shall occur and such stoppage is due solely to the negligent acts or omissions of Landlord and not due in any part to any act or omission on the part of Tenant or any Tenant Party or any matter beyond Landlord’s reasonable control (any such stoppage of an Essential Service being hereinafter referred to as a “Service Interruption”)Premises, and (ii) such Service Interruption continues is dangerous to persons in the Premises, or (iii) that renders thirty thousand (30,000) rentable square feet or more of the Premises untenantable for more than 10 consecutive business days after Landlord shall have received written notice thereof from Tenant, and (iii) as a result of such Service Interruption, the conduct of Tenant’s normal operations in the Premises are materially and adversely affected, then, to the extent that such Service Interruption is covered by rental interruption insurance carried by Landlord pursuant to this Lease, there shall be an abatement of 1 day’s Base Rent for each day during which such Service Interruption continues after such 10 business day periodone Business Day; provided, however, that if any part of the Premises is reasonably useable for Tenant’s normal business operations or if Tenant conducts all or any part of its operations nothing in this Paragraph 15.(l) shall operate to enlarge Landlord's obligations in any portion of the Premises notwithstanding the Service Interruptioncase where Paragraph 13 applies. In all other cases, then the at Tenant's request, Landlord shall employ contractors or laborers at so-called overtime or other premium pay rates and incur any other costs or expenses in making any repairs, maintenance, alterations, additions or improvements, and Tenant shall pay to Landlord, within thirty (30) days after written demand, an amount of each daily abatement of Base Rent shall only be proportionate equal to the nature difference between the overtime or other premium pay rates and extent of the interruption of Tenant’s normal operations regular pay rates for such labor 62 71 and any other overtime costs or ability to use the Premises. The rights granted to Tenant under this paragraph shall be Tenant’s sole and exclusive remedy resulting from a failure of Landlord to provide services, and Landlord shall not otherwise be liable for any loss or damage suffered or sustained expenses incurred by Tenant resulting from any failure or cessation of services. For purposes hereof, the term “Essential Services” shall mean the following services: HVAC service, water, sewer, and electricity, but in each case only to the extent that Landlord has an obligation to provide same to Tenant under this Lease. The provisions of this paragraph shall only apply as long as Novavax, Inc. is the tenant occupying the Premises under this Lease and shall not apply to any assignee or sublesseeLandlord.

Service Interruption. Notwithstanding anything Landlord shall not be liable in damages for any failure or interruption of any utility service to the contrary set forth hereinPremises, if (i) a stoppage of an Essential Service (as defined below) to the Premises shall occur and such stoppage is due solely to the negligent acts or omissions of Landlord and not due in any part to any act or omission on the part of Tenant or any Tenant Party or any matter beyond Landlord’s reasonable control (any such stoppage of an Essential Service being hereinafter referred to as a “Service Interruption”), and (ii) such Service Interruption continues for more than 10 consecutive business days after Landlord shall have received written notice thereof from Tenant, and (iii) as a result of such Service Interruption, the conduct of Tenant’s normal operations in the Premises are materially and adversely affected, then, except to the extent that such Service Interruption is covered by rental any failure or interruption insurance carried by Landlord pursuant arises from the gross negligence or willful misconduct of Landlord. No failure or interruption of utility service for any reason shall entitle Tenant to terminate this Lease, there shall be an abatement of 1 day’s Base Rent for each day during which such Service Interruption continues after such 10 business day period; provided, however, that if the failure or interruption of any part Service to be repaired or maintained by Landlord and not the service provider continues for a period of the Premises is reasonably useable for Tenant’s normal business operations forty-eight (48) hours or if more, Tenant conducts all or any part of its operations in any portion of the Premises notwithstanding the Service Interruption, then the amount of each daily shall be entitled to an equitable abatement of Base Rent shall only be proportionate to the nature and extent of the interruption of Tenant’s normal operations or ability to use the PremisesMinimum Rent. The rights granted to Tenant under this paragraph shall be Tenant’s sole and exclusive remedy resulting from a failure of Landlord to provide services, and Landlord shall not otherwise be liable for obligated to provide any loss service or damage suffered maintenance or sustained by Tenant resulting from to make any failure or cessation of services. For purposes hereof, the term “Essential Services” shall mean the following services: HVAC repairs pursuant to this Lease when such service, watermaintenance or repair is made necessary because of any wrongful act or misuse of any utility service by Tenant, sewerTenant's agents, and electricityemployees, but in each case servants, contractors, subtenants or licensees. Landlord reserves the right to stop any Service when Landlord deems such stoppage necessary, whether by reason of accident or emergency, or for repairs or improvements or otherwise, provided, that any such period of stoppage shall be only to the extent that Landlord has an obligation to provide same to Tenant under this Lease. The provisions of this paragraph shall only apply as so long as Novavax, Inc. is the tenant occupying reasonably required to effect any necessary repairs or maintenance. Landlord shall not be obligated to inspect the Premises under this Lease and shall not apply be obligated to make any assignee repairs or sublesseeperform any maintenance hereunder unless first notified of the need thereof in writing or, in an emergency, verbally, followed by a written confirmation, by Tenant. Upon receipt of any such notice, Landlord shall commence any required repair work of an emergency nature as soon as possible and work as expeditiously as possible to complete such work. All other work of a non-emergency nature shall be performed as promptly as possible. If Landlord shall fail to commence emergency repairs or maintenance to be performed by Landlord and not the service provider within twenty-four (24) hours after said notice, or non-emergency repairs or maintenance within five (5) days after said notice, then Tenant shall be entitled to an equitable abatement of Minimum Rent for so long as such failure continues and an extension of the Lease Term for a period equal to the period of rent abatement.

Service Interruption. For purposes of this Lease, the term "QUALIFIED SERVICE INTERRUPTION" shall mean an interruption of the facilities, utilities, and services set forth above in this SECTION 6 which renders the Premises (or material portion thereof) untenantable for the purposes for which it is then being used and which interruption was not caused by any act or event beyond the reasonable control of Landlord, or the act or omission of Tenant, its employees, agents or contractors. Upon the occurrence of a Qualified Service Interruption, the Tenant shall have the right to give written notice as provided herein and in SECTION 49 ("Tenant's Notice") to Landlord with copies to the party holding the first lien mortgage on the Project at such mortgagee's address provided to Tenant and to the Property Manager, which notice shall indicate the specific nature of the problem and shall include the following language in bold-face type; "IF LANDLORD SHALL FAIL, TO COMMENCE CURATIVE ACTION WITHIN TWENTY FOUR (24) HOURS, TENANT AT ITS OPTION SHALL HAVE THE RIGHT TO EXERCISE ITS REMEDIES UNDER THE LEASE, INCLUDING SELFHELP." Notwithstanding anything else contained herein, for the purpose of the Tenant's Notice in the event of and only in the event of a Qualified Service Interruption, the curative period described herein shall not commence until such time as the Tenant's Notice is given by the Tenant to the contrary set forth hereinLandlord and other parties designated herein during normal business hours. If, if within a period of TWENTY FOUR (24) hours after Landlord's receipt of Tenant's Notice, Landlord fails to commence action to correct such Qualified Service Interruption or thereafter fails to diligently pursue such correction until such Qualified Service Interruption is cured, then Tenant shall be entitled to the following remedies and all other remedies at law or in equity; (i) a stoppage institute legal proceedings against Landlord for specific performance of an Essential Service Landlord's obligations; or (ii) Tenant may commence and prosecute such steps as defined below) may be necessary or proper to the Premises shall occur and correct such stoppage is due solely to the negligent acts or omissions of Landlord and not due in any part to any act or omission on the part of Tenant or any Tenant Party or any matter beyond Landlord’s reasonable control (any such stoppage of an Essential Service being hereinafter referred to as a “Qualified Service Interruption”, in which case Landlord shall reimburse Tenant within TEN (10) business days after receipt of demand and copies of appropriate supporting documentation, all funds expended by Tenant in curing such failure, and all of "TENANT'S RELOCATION COSTS", together with interest thereon at the Default Rate until paid from the date of expenditure by Tenant. As used herein "TENANT'S RELOCATION COSTS" shall mean all funds expended by Tenant for relocation and moving expenses (if any were necessary, including without limitation furniture, data, telecommunications, etc.), and (ii) such Service Interruption continues for more than 10 consecutive business days after Landlord shall have received written notice thereof from Tenant, and (iii) any excess rental paid by the Tenant as a result of such relocation. Landlord acknowledges that it is in the best interest of Tenant to remain open for business, and Tenant in curing any Qualified Service InterruptionInterruption or relocating may be required to pay whatever is necessary to expedite the curing of a Qualified Service Interruption or relocating. If Landlord shall fail to pay such amounts to Tenant when due, Tenant shall have the conduct right of set-off as provided in SECTION 33 hereof. If the Qualified Service Interruption continues for a period of THREE (3) or more consecutive business days after Landlord's receipt of Tenant’s normal operations in 's Notice, Tenant shall be entitled to abatement of Rent as to any portion or portions of the Premises that are materially untenantable due to such Qualified Service Interruption until such time as such portion or portions are again rendered tenantable. Such abatement shall commence on the FOURTH (4TH) business day after Landlord's receipt of Tenant's Notice and adversely affected, then, to shall continue until the extent that such space is again tenantable; and if the Qualified Service Interruption is covered by rental interruption insurance carried of such a nature and duration as to constitute constructive eviction under applicable law, Tenant may terminate the Lease (and such right of termination shall exist even if Tenant had the right to exercise self-help as provided herein but elected not to do so); if Tenant is entitled to and does in fact terminate this Lease pursuant to this option, Tenant shall be entitled to recover from Landlord all amounts owed by Landlord pursuant to this LeaseLease as of the date of termination and Tenant's Relocation Costs, there shall be an abatement of 1 day’s Base Rent for each day during which such together with interest thereon at the Default Rate from the date expended by Tenant. If the Qualified Service Interruption continues after such 10 business day periodis not within the Tenant's ability to correct; provided, however, that if any part of or the Premises is reasonably useable for Tenant’s normal business operations or if Tenant conducts all or any part of its operations in any portion of costs to correct the Premises notwithstanding the Qualified Service Interruption, plus projected Tenant's Relocation Costs, would exceed TWO HUNDRED FIFTY THOUSAND DOLLARS ($250,000) and Tenant elects not to expend such amount in pursuing its self-help remedy as herein provided, then in any such event Tenant shall be entitled to recover from Landlord the amount Tenant's Relocation Costs, together with interest thereon at the Default Rate from the date expended by Tenant. If Landlord fails to pay Tenant's Relocation Costs as required hereby within TEN (10) business days after receipt of each daily abatement request from Tenant together with copies of Base Rent appropriate supporting documentation, Tenant shall only be proportionate entitled to set-off pursuant to the nature and extent of the interruption of Tenant’s normal operations or ability to use the Premises. The rights granted to Tenant under this paragraph shall be Tenant’s sole and exclusive remedy resulting from a failure of Landlord to provide services, and Landlord shall not otherwise be liable for any loss or damage suffered or sustained by Tenant resulting from any failure or cessation of services. For purposes hereof, the term “Essential Services” shall mean the following services: HVAC service, water, sewer, and electricity, but in each case only to the extent that Landlord has an obligation to provide same to Tenant under this Lease. The provisions of this paragraph shall only apply as long as Novavax, Inc. is the tenant occupying the Premises under this Lease and shall not apply to any assignee or sublesseeSECTION 33 hereof.

Service Interruption. Notwithstanding anything herein to the contrary, Landlord reserves the right to interrupt, curtail, stop or suspend service or operation of the heating, air conditioning, elevator, plumbing, mechanical and electrical systems when Landlord is required to do so by law, whether to adhere to a recognized energy, water or other resource conservation program or guidelines, laws or recommendations promulgated by any Federal, state, municipal or other governmental or quasi-governmental agency, bureau, board, commission, department, office or other sub-division thereof, or the American Society of Heating, Refrigeration and Air Conditioning Engineers (or its successor) or otherwise. Landlord shall apply the restrictions of such program, guideline, law, or recommendation to Tenant on a non-discriminatory basis. Notwithstanding anything to the contrary set forth hereincontained in this Lease, if (i) a stoppage Landlord also reserves the right to interrupt, curtail, stop or suspend service or operation of an Essential Service (as defined below) to the Premises shall occur heating, air conditioning, elevator, plumbing, mechanical and such stoppage is due solely to electrical systems, when necessary, by reason of accident, or emergency, or for repairs, alterations, replacements or improvements desirable or necessary in the negligent acts or omissions judgment of Landlord and not due in any part to any act be made, until such repairs, alterations, replacements or omission on the part of Tenant or any Tenant Party or any matter beyond Landlord’s reasonable control (any such stoppage of an Essential Service being hereinafter referred to as a “Service Interruption”), and (ii) such Service Interruption continues for more than 10 consecutive business days after improvements shall have been completed. Landlord shall have received written notice thereof from Tenantno responsibility or liability for failure to supply heat, and (iii) as a result of air conditioning, elevator, plumbing or electric service during such Service Interruptionperiod referred to in this Section 6.5. Any such repairs, the conduct of Tenant’s normal operations in the Premises are materially and adversely affectedalterations, thenreplacements or improvements shall, to the extent that such Service Interruption is covered by rental interruption insurance carried by possible but without the incurrence of overtime or premium pay labor, be made with a minimum amount of inconvenience to Tenant, and Landlord pursuant shall diligently prosecute same to this Leasecompletion. Notwithstanding the foregoing, there shall be an abatement of 1 day’s Base Rent for each day during which such Service Interruption continues after such 10 business day period; provided, however, that if any part of failure to supply heat, air conditioning, plumbing or electric service to the Premises is reasonably useable for Tenant’s normal business operations caused solely by the gross negligence or if willful misconduct of Landlord and results in Tenant conducts all or any part of its operations in any portion of not being able to use the Premises notwithstanding for a period in excess of seven (7) consecutive Business Days (and Tenant in fact does not use the Service InterruptionPremises during such period), then the amount of each daily Tenant shall be entitled to an abatement of Base Rent shall only be proportionate to from the nature and extent eighth (8th) consecutive Business Day after the date of such failure until the interruption of Tenant’s normal operations or ability to use date that the Premises. The rights granted to Tenant under this paragraph shall be Tenant’s sole and exclusive remedy resulting from a failure of Landlord to provide services, and Landlord shall not otherwise be liable for any loss or damage suffered or sustained by Tenant resulting from any failure or cessation of services. For purposes hereof, the term “Essential Services” shall mean the following services: HVAC service, water, sewer, and electricity, but in each case only has been cured to the extent that Landlord has an obligation Tenant is able to provide same to Tenant under this Lease. The provisions resume its use of this paragraph shall only apply as long as Novavax, Inc. is the tenant occupying the Premises under this Lease and shall not apply to any assignee or sublesseePremises.

Service Interruption. Notwithstanding anything Landlord shall not be liable for, and Tenant shall not be entitled tabatemen or reduction of Rent by reason of Landlord's failure to furnish any of the contrary set forth hereinforegoing services when such failure is caused by accident, if (i) a stoppage breakage, repairs, strikes, lockouts or other labor disturbance or labor dispute of an Essential Service (as defined below) any character, governmental regulation, moratorium or other governmental action, inability by exercise of reasonable diligence to the Premises shall occur and such stoppage is due solely to the negligent acts obtain electricity, water or omissions of Landlord and not due in fuel, or by any part to any act or omission on the part of Tenant or any Tenant Party or any matter other cause beyond Landlord’s 's reasonable control (control, nor shall any such failure, stoppage or interruption of any such service be construed as an Essential Service being hereinafter referred to as a “Service Interruption”), and (ii) such Service Interruption continues for more than 10 consecutive business days after Landlord shall have received written notice thereof from eviction of Tenant, and (iii) as a result or relieve Tenant from the obligation to perform any covenant or agreement herein. In the event of such Service Interruptionany failure, the conduct of Tenant’s normal operations in the Premises are materially and adversely affected, then, to the extent that such Service Interruption is covered by rental stoppage or interruption insurance carried by Landlord pursuant to this Lease, there shall be an abatement of 1 day’s Base Rent for each day during which such Service Interruption continues after such 10 business day period; providedthereof, however, that if any part of the Premises is reasonably useable for Tenant’s normal business operations or if Tenant conducts all or any part of its operations in any portion of the Premises notwithstanding the Service Interruption, then the amount of each daily abatement of Base Rent shall only be proportionate to the nature and extent of the interruption of Tenant’s normal operations or ability to use the Premises. The rights granted to Tenant under this paragraph shall be Tenant’s sole and exclusive remedy resulting from a failure of Landlord to provide services, and Landlord shall not otherwise be liable for any loss or damage suffered or sustained by Tenant resulting from any failure or cessation of servicesuse reasonable diligence to resume service promptly. For purposes hereofNOTWITHSTANDING THE FOREGOING, the term “Essential Services” shall mean the following services: HVAC serviceIN THE EVENT OF ANY SUCH INTERRUPTION WHICH CONTINUES FOR MORE THAN TEN (10) CONSECUTIVE BUSINESS DAYS (EXCLUDING A NATURAL DISASTER), waterTHEN RENT SHALL ABATE RETROACTIVELY FOR THAT PERXXX. TO THE EXTENT THAT THE LEASED PREMISES ARE RENDERED UNTENABLE AS THE RESULT OF ANY SUCH INTERRUPTION FOR A POF MORE THAN THIRTY (30) DAYS, sewer, and electricity, but in each case only to the extent that Landlord has an obligation to provide same to Tenant under this Lease. The provisions of this paragraph shall only apply as long as Novavax, Inc. is the tenant occupying the Premises under this Lease and shall not apply to any assignee or sublesseeTHEN TENANT SHALL HAVE THE RIGHT TO TERMINATE THIS LEASE ANY TIME THEREAFTER PRIOR TO RESUMPTION OF SUCH SERVICES WITH A TEN (10) DAY PRIOR WRITTEN NOTICE.

Service Interruption. Notwithstanding anything Tenant hereby acknowledges that any one or more of the utilities or building services specified in this Article 11 may be interrupted or diminished temporarily by Landlord or other person due to repairs, alterations or other improvements to the contrary set forth hereinProperty or Building, if (i) a stoppage or by reason of an Essential Service (as defined below) to the Premises shall occur and such stoppage is due solely to the negligent acts events or omissions of Landlord and not due in any part to any act or omission on the part of Tenant or any Tenant Party or any matter causes which are beyond Landlord’s reasonable control (control. Landlord shall use commercially reasonable efforts, in the event of any such stoppage interruption or diminution, to cause the necessary levels of an Essential Service being hereinafter referred service to be restored as promptly as practicable. Notwithstanding the foregoing, if such utilities or services provided by Landlord are interrupted for a “Service Interruption”), and (ii) such Service Interruption continues for period of more than 10 five (5) consecutive business days after Landlord shall have received written notice thereof from Tenantand such interruption is due to the failure of causes within Landlord’s reasonable control and not to force majeure, and or for a period of more than ten (iii10) as a result consecutive business days regardless of cause, then following the expiration of such Service Interruption5-day or 10-day period, the conduct of Tenant’s normal operations in the Premises are materially and adversely affected, thenas appropriate, to the extent that such Service Interruption Tenant is covered by rental interruption insurance carried by Landlord pursuant unable to this Lease, there shall be an abatement of 1 day’s Base Rent for each day during which such Service Interruption continues after such 10 business day period; provided, however, utilize the Premises or portions thereof or to the extent that if any part its use and enjoyment of the Premises is reasonably useable materially diminished, the Rent shall be equitably abated, and Tenant shall not be required to pay any charge for Tenant’s normal business operations or if Tenant conducts all or any part of its operations in any utilities provided by Landlord to the portion of the Premises notwithstanding not utilized by Tenant as a result of the Service Interruptionimpairment. Furthermore, if such interruption is due to Landlord’s fault or the failure of causes within Landlord’s reasonable control and not to force majeure, and continues for a period in excess of ninety (90) consecutive days, then Tenant shall have the amount of each daily abatement of Base Rent right, upon ten (10) days’ prior notice to Landlord, to terminate this Lease (the “Interruption Termination Right”), and this Lease shall only be proportionate terminate on said 10th day unless the services in question are restored prior to the nature and extent expiration of the interruption of Tenant’s normal operations or ability to use the Premises. The rights granted to Tenant under this paragraph shall be Tenant’s sole and exclusive remedy resulting from a failure of Landlord to provide services, and Landlord shall not otherwise be liable for any loss or damage suffered or sustained by Tenant resulting from any failure or cessation of services. For purposes hereof, the term “Essential Services” shall mean the following services: HVAC service, water, sewer, and electricity, but in each case only to the extent that Landlord has an obligation to provide same to Tenant under this Lease. The provisions of this paragraph shall only apply as long as Novavax, Inc. is the tenant occupying the Premises under this Lease and shall not apply to any assignee or sublesseesuch 10-day period.

Service Interruption. Notwithstanding anything (a) Landlord shall not be liable for damages to the contrary set forth herein, if either person or property nor shall Landlord be deemed to have evicted Tenant nor shall there be any abatement of Gross Rent nor shall Tenant be relieved from performance of any covenant on its part to be performed hereunder by reason of (i) a stoppage of an Essential Service (as defined below) failure by Landlord to the Premises shall occur and such stoppage is furnish Landlord Services due solely to the negligent acts or omissions of Landlord and not due in any part to any act or omission on the part of Tenant or any Tenant Party or any matter beyond Landlord’s reasonable control (any such stoppage of an Essential Service being hereinafter referred to as a “Service Interruption”)Force Majeure, and (ii) such breakdown of equipment or machinery utilized in supplying any Landlord Service Interruption continues for more than 10 consecutive business days after Landlord shall have received written notice thereof from Tenant, and or (iii) cessation of any Building Service due to causes or circumstances beyond the boundaries of the Land. Subject to Force Majeure, Landlord shall use reasonable diligence to make such repairs as a result may be required to machinery or equipment within the Building to provide restoration of any Building Service and, where the cessation or interruption of such Building Service Interruption, has occurred due to circumstances or conditions beyond the conduct of Tenant’s normal operations in the Premises are materially and adversely affected, thenLand boundaries, to cause the extent that such Service Interruption is covered same to be restored by rental diligent application or request to the provider. Landlord shall employ commercially reasonable levels of overtime labor to remedy any stoppage, diminution or interruption insurance carried by Landlord pursuant to this Lease, there shall be an abatement of 1 day’s Base Rent for each day during which such Service Interruption continues after such 10 business day period; provided, however, that if any part of the Premises is reasonably useable for Tenant’s normal business operations Landlord Services or of the Generator (as hereinafter defined), if Tenant conducts all such stoppage, diminution or any part interruption (i) results in a denial of its operations in access to any portion of the Premises, (ii) threatens the health or safety of any occupant of the Premises, or (iii) materially interferes with the ability of the occupants of the Premises notwithstanding to conduct in the Service InterruptionPremises the business typically conducted therein. At any time that Landlord is not required to employ overtime labor to remedy any such stoppage, then the diminution or interruption, at Tenant’s request, Landlord shall employ overtime labor and Tenant shall pay to Landlord, within thirty (30) days after demand, an amount of each daily abatement of Base Rent shall only be proportionate equal to the nature difference between the overtime or other premium pay rates and extent of the interruption of Tenant’s normal operations or ability to use the Premises. The rights granted to Tenant under this paragraph shall be Tenant’s sole and exclusive remedy resulting from a failure of Landlord to provide services, and Landlord shall not otherwise be liable for any loss or damage suffered or sustained by Tenant resulting from any failure or cessation of services. For purposes hereof, the term “Essential Services” shall mean the following services: HVAC service, water, sewer, and electricity, but in each case only to the extent that Landlord has an obligation to provide same to Tenant under this Lease. The provisions of this paragraph shall only apply as long as Novavax, Inc. is the tenant occupying the Premises under this Lease and shall not apply to any assignee or sublesseeregular pay rates.

Service Interruption. Notwithstanding anything Failure by Landlord to any extent to furnish the contrary set forth services described herein, if (i) a stoppage of an Essential Service (as defined below) to or any cessation thereof, resulting from causes beyond the Premises shall occur and such stoppage is due solely to the negligent acts or omissions reasonable control of Landlord shall not constitute an eviction or disturbance of Tenant's use and possession of the Leased Premises or Building or a breach by Landlord of any of its obligations hereunder or render Landlord liable for damages or entitle Tenant to be relieved from any of its obligations hereunder (including the obligation to pay rent) or grant Tenant any right of set off or recoupment. In the event of any equipment or machinery breakdown, however, Landlord shall use its best reasonable efforts and due diligence to cause such services to be restored. Landlord shall use its best reasonable efforts and due diligence to restore any failure or defect in the supply or character of services furnished or to be furnished by Landlord under this Article 7, but landlord shall not due otherwise be responsible or liable to Tenant for any such failure or defect. If any such failure or defect (except as to defects caused by events described in any part to any act Section 3.5 or omission on the part of Tenant Article 11) renders all or any Tenant Party or any matter beyond Landlord’s reasonable control (any such stoppage portion of an Essential Service being hereinafter referred to as a “Service Interruption”), and (ii) such Service Interruption continues the Leased Premises unsuitable for more than 10 consecutive business days after Landlord shall have received written notice thereof from Tenant, and (iii) as a result of such Service Interruption, the conduct of Tenant’s normal operations in the Premises are materially 's business therefrom, and adversely affected, then, to the extent that such Service Interruption is covered by rental interruption insurance carried by Landlord pursuant to this Lease, there shall be an abatement of 1 day’s Base Rent for each day during which such Service Interruption continues after such 10 business day period; provided, however, that if any part of the Premises is reasonably useable for Tenant’s normal Tenant temporarily discontinues its business operations or if Tenant conducts all or any part therein for a period of its operations in any at least three (3) consecutive business days (exclusive of Saturdays, Sundays, and holidays) after Landlord receives written notice thereof, then Base Rental shall xxxxx for the portion of the Leased Premises notwithstanding as is so rendered unsuitable for the Service Interruptionduration (after the expiration of said three (3) day period) of such unsuitability, and if the Leased Premises is rendered unsuitable and Tenant discontinues its business operations therein for a period of more than thirty (30) consecutive business days, subject to extension due to FORCE MAJEURE (but in no event longer than sixty (60) days), during which Landlord has failed on a continual basis to provide any one or more of these services, and has failed to commence to repair or reinstall these services with due diligence, and such repair or reinstallation efforts have not been maintained with continuity, then Tenant, at its option, within five (5) days subsequent to the amount last day of each daily such period, may cancel this Lease upon written notice to Landlord. Subject to Tenant's foregoing rights of abatement of Base Rent shall only be proportionate to the nature Rental and extent of the interruption of Tenant’s normal operations or ability to use the Premises. The rights granted to Tenant under this paragraph shall be Tenant’s sole and exclusive remedy resulting from a failure of Landlord to provide servicestermination, and Landlord shall not otherwise be liable to Tenant for any loss or damage suffered or sustained by Tenant resulting from any such failure or cessation of services. For purposes hereofdefault or defect in the supplying of, or the term “Essential Services” shall mean the following services: HVAC servicecharacter of, water, sewerservices to be furnished by Landlord under this Article 7, and electricitysuch shall not be construed as an eviction of Tenant nor shall such entitled Tenant to any damages from Landlord, but nor shall Landlord be in each case only to the extent that Landlord has an obligation to provide same to Tenant breach or default under this Lease. The provisions Subject to Tenant's foregoing rights of this paragraph shall only abatement and termination, Tenant hereby waives and disclaims, and agrees not to claim or assert all present and future rights to apply as long as Novavaxany rent or additional rent against any obligations of Landlord, Inc. is the tenant occupying the Premises under this Lease and shall not apply howsoever incurred, or to assert that any such obligation of Landlord entitles Tenant to any assignee counterclaim or sublesseeany reduction, abatement, offset, or refund of rent or additional rent. Tenant agrees to notify Landlord promptly of any interruption in Building Services.

Service Interruption. Notwithstanding anything Failure by Landlord to any extent to furnish the contrary set forth services described herein, if (i) a stoppage of an Essential Service (as defined below) to the Premises shall occur and such stoppage is due solely to the negligent acts or omissions of Landlord and not due in any part to any act or omission on the part of Tenant or any cessation thereof, shall not constitute an eviction or disturbance of Tenant's use and possession of the Leased Premises or Building or a breach by Landlord of any of its obligations hereunder or render Landlord liable for damages. In the event of any equipment or machinery breakdown, however, Landlord shall use its commercially reasonable efforts and due diligence to restore any failure or defect in the supply or character of services furnished or to be furnished by Landlord under this Article 7., but Landlord shall not otherwise be responsible or, liable to Tenant Party for any such failure or defect. If any such failure or defect (except as to defects caused by events described under Sections 3.03.4, 3.03.5. or Articles 11. or 15. of this Lease) in services renders all or any matter beyond Landlord’s reasonable control (any such stoppage portion of an Essential Service being hereinafter referred to as a “Service Interruption”), and (ii) such Service Interruption continues the Leased Premises untenantable for more than 10 consecutive business days after Landlord shall have received written notice thereof from Tenant, and (iii) as a result of such Service Interruption, the conduct of Tenant’s normal 's business therefrom and Tenant temporarily discontinues its business operations therein (Tenant shall not be deemed to be conducting its business operations because Tenant has not removed its equipment, furniture and furnishings therefrom) for a period of at least three (3) consecutive business days (exclusive of Saturdays, Sundays and holidays) after Landlord receives written notice thereof, then Base Rental shall abate for the portion of the Leased Premises as is so rendered untenxxxxxle for the duration (after the expiration of said three (3) day period) of such untenantability, and if due to interruptions in services the Leased Premises are materially is so rendered untenantable for a period of more than thirty (30) consecutive business days, subject to extension due to force majeure (but in no event longer than sixty (60) days), during which Landlord has failed on a continual basis to provide any one or more of the services, and adversely affectedhas failed to commence to repair or reinstall the services with due diligence, thenand such repair or reinstallation efforts have not been maintained with continuity, then Tenant, at its option, may cancel this Lease upon written notice to Landlord at anytime prior to the extent that such Service Interruption is covered by rental interruption insurance carried by date upon which Landlord has restored the services. As an alternative to Tenant's right to cancel the Lease pursuant to this Leaseclause, there Tenant shall have the right to repair or reinstall the failed services at its own reasonable expense, thereafter deducting said reasonable cost or expense from rentals next coming due. Notwithstanding anything herein to the contrary, if Tenant's right to cancel the Lease is "triggered" pursuant to this clause, then Tenant shall only have the right to cancel the so affected portion of the Leased Premises, provided however, in the event of a partial cancellation, such canceled portion must be an abatement in increments of 1 day’s Base Rent no less than one-half (1/2) floor each (any cancellation under this section shall automatically reduce the number of unreserved parking spaces allocated to Tenant under Section 10.01 of this Lease at the ratio of 4 spaces for each day during 1000 square feet of Net Rentable Area within the space as to which such Service Interruption continues after such 10 business day periodcancellation applies); provided, howeverfurther, that if any part at such time as Tenant has, pursuant to the provisions of this Section 7.05, cancelled this Lease as to fifty percent (50%) of the Premises is reasonably useable for Tenant’s normal business operations or if Initial Leased Premises, then Tenant conducts all or any part of shall have the right and option to cancel this Lease in its operations in any entirety, such option to be exercisable within thirty (30) days following the date upon which Tenant has exercised the cancellation right with regard to a portion of the Initial Leased Premises notwithstanding which, when aggregated with all prior cancellations under this Section 7.05, causes the Service Interruptiontotal cancellations under this Section 7.05 to equal or exceed 50% of the Leased Premises. Upon any notice of any cancellation by Tenant under this Section 7.05, Tenant shall then have up to nine (9) months to relocate out of the amount space for which the Lease was cancelled, provided however, if the Leased Premises are suitable for the operation of each daily Tenant's business, Tenant's obligation to pay Rent as provided in this Lease shall not be waived for the period of time such space is utilized by Tenant. Such cancellation shall be effective upon Tenant's vacation of the Leased Premises. Subject to Tenant's foregoing rights of abatement of Base Rent shall only be proportionate to the nature Rental and extent of the interruption of Tenant’s normal operations or ability to use the Premises. The rights granted to Tenant under this paragraph shall be Tenant’s sole and exclusive remedy resulting from a failure of Landlord to provide servicestermination, and Landlord shall not otherwise be liable to Tenant for any loss or damage suffered or sustained by Tenant resulting from any such failure or cessation of services. For purposes hereofdefault or defect in the supplying of, or the term “Essential Services” shall mean the following services: HVAC servicecharacter of, water, sewerservices to be furnished by Landlord under this Article 7., and electricitysuch shall not be construed as an eviction of Tenant nor shall such entitle Tenant to any damages from Landlord, but nor shall Landlord be in each case only to the extent that Landlord has an obligation to provide same to Tenant breach or default under this Lease. The provisions Subject to Tenant's foregoing rights of this paragraph shall only abatement, and termination, Tenant hereby waives and disclaims, and agrees not to claim or assert all present and future rights to apply as long as Novavaxany rent or additional rent against any obligations of Landlord, Inc. is the tenant occupying the Premises under this Lease and shall not apply howsoever incurred, or to assert that any such obligation of Landlord entitles Tenant to any assignee counterclaim or sublesseeany reduction, abatement, offset, or refund of rent or additional rent. Tenant agrees to notify Landlord promptly of any interruption in Building Services.

Service Interruption. Notwithstanding anything Landlord shall not be liable for any reimbursement to the contrary set forth hereinTenant, if (i) a stoppage of an Essential Service (as defined below) to the Premises and Tenant shall occur and such stoppage is due solely to the negligent acts or omissions of Landlord and not due in any part be entitled to any act abatement or omission on reduction of Rent, by reason of or in connection with Landlord’s failure to maintain temperature or electrical constancy levels or to furnish any of the part foregoing services when such failure is caused by accident, breakage, repairs, strikes, lockouts or other labor disturbance or labor dispute of Tenant any character, governmental regulation, moratorium or other governmental action, inability by exercise of reasonable diligence to obtain electricity, water or fuel, or by any Tenant Party or any matter other cause beyond Landlord’s reasonable control (control, nor shall any such failure, stoppage or interruption of any such service be construed as an Essential Service being hereinafter referred eviction of Tenant, or relieve Tenant from the obligation to perform any covenant or agreement herein, and, except as a “Service Interruption”)otherwise expressly provided in this Lease, and (ii) such Service Interruption continues for more than 10 consecutive business days after Landlord shall have received written notice thereof from Tenantnot be liable for damage to persons or property, and (iii) or in default hereunder, as a result of such Service Interruptionfailure, stoppage or interruption of any such service. If the conduct correction of any failure, stoppage or interruption of such services is within the control of Landlord, Landlord shall use reasonable diligence to resume service promptly. If the interruption of service is within the control of a utility or other provider of such service and not Landlord, Landlord will use reasonable efforts to attempt to cause the appropriate utility or other provider to restore promptly the delivery of such service(s), but shall Landlord not be under an obligation to expend funds in connection therewith. Notwithstanding the foregoing provisions of this Section 5.04, if the Premises, or a material portion of the Premises, are made untenantable for a period in excess of 5 consecutive Business Days as a result of a service failure that is reasonably within the control of Landlord to correct, then Tenant’s normal operations in the Premises are materially and adversely affected, thenas its sole remedy, to the extent that such Service Interruption is covered by rental interruption insurance carried by Landlord pursuant to this Lease, there shall be entitled to receive an abatement of 1 day’s Base Rent for each payable hereunder during the period beginning on the 6th consecutive Business Day of such service failure and ending on the day during which such Service Interruption continues after such 10 business day period; providedthe service has been restored. If the entire Premises have not been rendered untenantable by the service failure, howeverthe amount of abatement shall be equitably prorated. Further notwithstanding the foregoing provisions of this Section 5.04, that if any part of the Premises is reasonably useable for Tenant’s normal business operations Premises, or if Tenant conducts all or any part of its operations in any a material portion of the Premises notwithstanding Premises, are made untenantable for a period in excess of 90 consecutive days as a result of a service failure that is reasonably within the Service Interruption, then the amount of each daily abatement of Base Rent shall only be proportionate to the nature and extent of the interruption of Tenant’s normal operations or ability to use the Premises. The rights granted to Tenant under this paragraph shall be Tenant’s sole and exclusive remedy resulting from a failure control of Landlord to provide servicescorrect, and Landlord shall not otherwise be liable for any loss or damage suffered or sustained by Tenant resulting from any failure or cessation of services. For purposes hereofthen Tenant, the term “Essential Services” shall mean the following services: HVAC service, water, sewer, and electricity, but as its sole remedy (in each case only addition to the extent that abatement of Rent provided above), shall have the right to terminate this Lease by delivering written notice of termination to Landlord has an obligation within 10 days after the expiration of such 90 day period and prior to provide same to Tenant under the restoration of such service(s), in which case this LeaseLease shall terminate upon Landlord’s receipt of such notice. The provisions foregoing terms of this paragraph shall only apply as long as Novavax, Inc. is the tenant occupying the Premises under this Lease and Section 5.04 shall not apply if the service failure is due to any assignee fire or sublesseeother casualty. Instead, in such an event, the terms and provisions of Section 7 shall apply.

Service Interruption. Notwithstanding anything to the contrary set forth herein, if (i) a stoppage of an Essential Service (as defined below) to the Premises shall occur and such stoppage is due solely to the negligent acts or omissions of Landlord and not due in any part to any act or omission on the part of Tenant or any Tenant Party or any matter beyond Landlord’s reasonable control (any such stoppage of an Essential Service being hereinafter referred to as a “Service Interruption”), and (ii) such Service Interruption continues for more than 10 5 consecutive business days after Landlord shall have received written notice thereof from Tenant, and (iii) as a result of such Service Interruption, the conduct of Tenant’s normal operations in the Premises are materially and adversely affected, then, to the extent that such Service Interruption is covered by rental interruption insurance carried by Landlord pursuant to this Lease, there shall be an abatement of 1 day’s Base Rent for each day during which such Service Interruption continues after such 10 5 business day period; provided, however, that if any part of the Premises is reasonably useable for Tenant’s normal business operations or if Tenant conducts all or any part of its operations in any portion of the Premises notwithstanding the Service Interruption, then the amount of each daily abatement of Base Rent shall only be proportionate to the nature and extent of the interruption of Tenant’s normal operations or ability to use the Premises. The rights granted to Tenant under this paragraph shall be Tenant’s sole and exclusive remedy resulting from a failure of Landlord to provide servicesan Essential Service, and Landlord shall not otherwise be liable for any loss or damage suffered or sustained by Tenant resulting from any failure or cessation of servicesan Essential Service. For purposes hereof, the term “Essential Services” shall mean the following services: HVAC service, water, sewer, and electricity, but in each case only to the extent that Landlord has an obligation to provide same to Tenant under this Lease. The provisions of this paragraph shall only apply as long as NovavaxArbutus Biopharma, Inc. is the tenant occupying the Premises under this Lease and shall not apply to any assignee or sublessee.