Tenant shall be solely responsible for the payment of any and all taxes levied upon # personal property and trade fixtures located at the Premises and # any gross or net receipts of or sales by Tenant, and shall pay the same at least twenty (20) days prior to delinquency.

Tenant shall make no alterations, additions or improvements, other than the Tenant Improvements (which shall be subject to the Work Letter and not this Article 17, other than as expressly set forth in Section 17.7, 17.8, 17.9 and 17.12 below), in or to the Premises or engage in any construction, demolition, reconstruction, renovation or other work (whether major or minor) of any kind in, at or serving the Premises (“Alterations”) without Landlord’s prior written approval, which approval may be subject to the consent of one or more Lenders, if required under any applicable Loan Document, but which approval Landlord shall not otherwise unreasonably withhold, condition or delay; provided, however, that, in the event any proposed Alteration affects # any structural portions of the Building, including exterior walls, the roof, the foundation or slab, foundation or slab systems (including barriers and subslab systems) or the core of the Building, # the exterior of the Building or # any Building systems, including elevator, plumbing, HVAC, electrical, security, life safety and power, then Landlord may withhold its approval in its sole and absolute discretion. Tenant shall, in making any Alterations, use only those architects, contractors, suppliers and mechanics of which Landlord has given prior written approval, which approval shall not be unreasonably withheld, conditioned or delayed. In seeking Landlord’s approval, Tenant shall prepare and provide to Landlord for approval schematics and a general plan covering the Alterations (the “Draft Development Plans”), which shall contain sufficient information and detail concerning the nature and cost of such Alterations as Landlord may reasonably request; provided that Tenant shall not commence any such Alterations that require Landlord’s consent unless and until Tenant has received the written approval of Landlord and any and all Lenders whose consent is required under any applicable Loan Document. Landlord shall notify Tenant in writing within seven (7) business days after receipt of the Draft Development Plans whether Landlord approves or objects to the Draft Development Plans and of the manner, if any, in which the Draft Development Plans are unacceptable. Landlord’s failure to respond within such seven (7) business day period shall be deemed an approval by Landlord. If Landlord reasonably objects to the Draft Development Plans, then Tenant shall not proceed with the proposed Alterations unless Tenant revises the Draft Development Plans and causes Landlord’s objections to be remedied in the revised Draft Development Plans. Tenant shall then resubmit the revised Draft Development Plans to Landlord for approval. Landlord’s approval of or objection to revised Draft Development Plans and Tenant’s correction of the same shall be in accordance with this Section until Landlord has approved the Draft Development Plans in writing or been deemed to have approved them. The iteration of the Draft Development Plans that is approved or deemed approved by Landlord without objection shall be referred to herein as the “Approved Development Plans.” Tenant shall not proceed with the proposed Alteration unless Tenant then prepares final plans and specifications for the Alteration that are consistent with and are logical evolutions of the Approved Development Plans, including, without limitation, plans, specifications, bid proposals, certified stamped engineering drawings and calculations by Tenant’s engineer of record or architect of record (including connections to the Building’s structural system, modifications to the Building’s envelope, non-structural penetrations in slabs or walls, and modifications or tie-ins to life safety systems), work contracts, requests for laydown areas and such other information concerning the nature and cost of the Alterations as Landlord may reasonably request,. As soon as such final plans and specifications (“Alteration Plans”) are completed, Tenant shall deliver the same to Landlord for Landlord’s approval, which approval shall not be unreasonably withheld, conditioned or delayed; provided that Tenant shall not commence any such Alterations that require Landlord’s consent unless and until Tenant has received the written approval of Landlord of the Alteration Plans and any and all Lenders whose consent is required under any applicable Loan Document. In no event shall Tenant use or Landlord be required to approve any architects, consultants, contractors, subcontractors or material suppliers that Landlord reasonably believes could cause labor disharmony or may not have sufficient experience, in Landlord’s reasonable opinion, to perform work in an occupied Class “A” laboratory research building and in tenant-occupied lab areas.

Alterations. Other than any alterations which constitute the Project, ​’s prior approval shall be required in connection with any alterations to any Improvements # that could reasonably be expected to have a Material Adverse Effect, # the cost of which (including any related alteration, improvement or replacement) is reasonably anticipated to exceed the Alteration Threshold, # that are structural in nature, which approval may be granted or withheld in ​’s reasonable discretion, or # made during the continuance of an Event of Default (any of the foregoing, a “Material Alteration”). If the total unpaid amounts incurred and to be incurred with respect to any alterations to the Improvements from and after Completion of the Project shall at any time exceed the Alteration Threshold (unless the cost of such Material Alteration is eligible for disbursement from the Replacement Reserve Account, in which case ​ shall be given a credit for amounts on deposit in the Replacement Reserve Account), ​ shall promptly deliver to ​ as security for the payment of such amounts and as additional security for ​’s obligations under the Loan Documents any of the following: # cash, # a Letter of Credit acceptable to ​, # securities acceptable to ​, or # a completion bond acceptable to ​. Such security shall be in an amount equal to one hundred twenty-five percent (125%) of the excess of the total unpaid amounts incurred and to be incurred with respect to such alterations to the Improvements over the Alteration Threshold (such security, the “Alterations Security”). Upon substantial completion of any Material Alteration, # ​ shall provide evidence satisfactory to ​ that # the Material Alteration was constructed in accordance with applicable Legal Requirements, # all contractors, subcontractors, materialmen and professionals who provided work, materials or services in connection with the Material Alteration have been paid in full and have delivered unconditional releases of liens, and # all material licenses and permits necessary for the use, operation and occupancy of the Material Alteration (other than those which depend on the performance of tenant improvement work) have been issued and # provided no Event of Default is then continuing, any remaining Alterations Security shall be promptly returned to ​. Prior to substantial completion of any Material Alteration, to the extent the Alterations Security shall exceed one hundred twenty-five percent (125%) of the excess of the total unpaid amounts incurred and to be incurred with respect to any such Material Alteration, ​ shall be entitled to a release of such excess Alterations Security (e.g., the amount by which such Alterations Security exceeds one hundred twenty-five percent (125%) of the excess of the total unpaid amounts incurred and to be incurred with respect to any such Material Alteration) in accordance with [Section 7.4.2] hereof, applied mutatis mutandis.

ALTERATIONS. LESSEE parties shall not make structural alterations, additions, or improvements of any kind to the premises, but LESSEE may make nonstructural alterations, additions, or improvements with LESSOR’S prior written consent fallowed alterations”). All allowed alterations shall be at LESSEE’S expense and shall conform with LESSOR’S building standards and construction specifications or will be subject to restoration charges, If LESSOR or its agents provide(s) any services or maintenance in connection with allowed alterations and/or the review thereof, LESSEE will promptly pay any just invoice(s). LESSEE shall obtain, prior to the commencement of any work, a lien waiver from any contractor(s) performing work at the premises. LESSEE shall not permit mechanics’ liens or similar liens to remain upon the premises in connection with any work performed or claimed to have been performed at the direction of LESSEE and shall cause any such lien to be released or removed forthwith without cost to LESSOR. All allowed alterations shall become part of the premises and the property of LESSOR. LESSOR shall have the right at any time to make additions to the building, to change the arrangement of parking areas, stairs, or walkways, or otherwise to alter common areas or the exterior of the building. LESSEE shall move its furniture, furnishings, equipment, inventory, and other property as required by LESSOR to enable LESSOR to carry out the above-described work.

None of the Borrowers shall alter or cause or permit the alteration of any Improvements at any Property without the Agent’s prior Approval; provided, however, that if no Default has occurred and remains outstanding and if no Event of Default has occurred, such Approval shall not be unreasonably withheld, conditioned or delayed in connection with any alteration that # is not reasonably likely to result in a Material Adverse Change or an adverse effect of a material nature on the Net Cash Flow from the relevant Property, # complies with all Legal Requirements, including without limitation, Legal Requirements regarding environmental matters, landmarks and zoning, # is not reasonably likely to affect any structural component of the Improvements or the exterior of any building constituting a part of any Improvements or materially affect any utility or HVAC system contained in any Improvements, # have an aggregate cost, for all alterations pending or being actively pursued in respect of a Property at any time, of less than SEVEN HUNDRED FIFTY THOUSAND DOLLARS AND ZERO CENTS ($750,000.00) and # have an aggregate cost, with respect to all the Properties undergoing alterations at any time, of less than five percent (5%) of the Outstanding Principal Balance (each of clauses (D) and (E), a “Major Alteration Threshold”). For the avoidance of doubt, the Agent may require that the Borrowers deliver additional security to the Agent for the Borrowers’ obligations under the Loan Documents as a condition to the Agent’s approval of any alteration that would exceed either Major Alteration Threshold.

Alterations and Tenant’s Property. Any alterations, additions, or improvements made to the Premises by or on behalf of Tenant, including additional locks or bolts of any kind or nature upon any doors or windows in the Premises, but excluding installation, removal or realignment of furniture systems (other than removal of furniture systems owned or paid for by Landlord) not involving any modifications to the structure or connections (other than by ordinary plugs or jacks) to Building Systems (as defined in Section 13) (“Alterations”) shall be subject to Landlord’s prior written consent, which may be given or withheld in Landlord’s sole discretion if any such Alteration affects the structure or Building Systems and shall not be otherwise unreasonably withheld. If Landlord approves any Alterations, Landlord may impose such reasonable conditions on Tenant in connection with the commencement, performance and completion of such Alterations as Landlord may deem appropriate in Landlord’s reasonable discretion. Any request for approval shall be in writing, delivered not less than 15 business days in advance of any proposed construction, and accompanied by plans, specifications, bid proposals, work contracts and such other information concerning the nature and cost of the alterations as may be reasonably requested by Landlord, including the identities and mailing addresses of all persons performing work or supplying materials. Landlord’s right to review plans and specifications and to monitor construction shall be solely for its own benefit, and Landlord shall have no duty to ensure that such plans and specifications or construction comply with applicable Legal Requirements. Tenant shall cause, at its sole cost and expense, all Alterations to comply with insurance requirements and with Legal Requirements and shall implement at its sole cost and expense any alteration or modification required by Legal Requirements as a result of any Alterations. Tenant shall pay to Landlord, as Additional Rent, on demand an amount equal to 1 % of all charges incurred by Tenant or its contractors or agents in connection with any Alteration to cover Landlord’s overhead and expenses for plan review, coordination, scheduling and supervision. Before Tenant begins any Alteration, Landlord may post on and about the Premises notices of non-responsibility pursuant to applicable law. Tenant shall reimburse Landlord for, and indemnify and hold Landlord harmless from, any expense incurred by Landlord by reason of faulty work done by Tenant or its contractors, delays caused by such work, or inadequate cleanup.

Halt any Tenant Improvements and Alterations and order Tenant’s contractors, subcontractors, consultants, designers and material suppliers to stop work;

Tenant Improvements, Alterations and Personal Property. In the event of any damage or destruction of the Premises or the Building, under no circumstances shall Landlord be required to repair any injury or damage to, or make any repairs to or replacements of, Tenant Improvements, Alterations or Tenant’s equipment, furniture, furnishings, trade fixtures or personal property.

Third Floor Alterations. Tenant has advised Landlord that Tenant desires to perform certain alterations to the Third Floor Additional Premises prior to commencing business therein, other than the work required by this Amendment to be performed by Landlord (the “Third Floor Alterations”). Prior to commencing construction of the Third Floor Alterations, Tenant shall furnish to Landlord, for Landlord’s reasonable approval, working drawings that # show the lay-out of the alterations and finishes, # separately note any proposed structural work or extraordinary electrical, plumbing or HVAC requirements, # conform to Landlord’s base building requirements and construction requirements then applicable to the Building (the “Condition of Construction”) and applicable building codes and other local, state or federal law, ordinance, rule, regulation, code, or order of any governmental entity or insurance requirements (collectively, “Legal Requirements”), and # are in sufficient detail as to enable the selected contractor to obtain all necessary governmental permits for commencement of the Third Floor Alterations and to secure complete bids from qualified contractors to perform the work. (Landlord will, at Tenant’s request, review any interim space plans, prior to Tenant’s completion of the aforementioned working drawings.) The working drawings, as approved in writing by Tenant and Landlord, are hereinafter called the “Final Plans.” Any subsequent revisions to the Final Plans shall be subject to Landlord’s prior written approval, which approval shall not be unreasonably withheld.

Alterations Requirements. In the event Tenant shall desire to perform any Alterations, Tenant shall deliver to Landlord, prior to commencing such Alterations # evidence satisfactory to Landlord that Tenant carries “Builder’s Risk” insurance covering construction of such Alterations in an amount and form approved by Landlord, # such other insurance as Landlord shall reasonably require, and # a lien and completion bond or other security in form and amount satisfactory to Landlord.

Minor Alterations. Notwithstanding the foregoing, Landlord’s consent shall not be required for any Minor Alterations (as defined below), provided that Tenant shall provide Landlord at least ten (10) days’ notice prior to commencing such Minor Alterations, and such Minor Alterations shall otherwise comply with the provisions of this Paragraph 12. As used herein, a “Minor Alteration” is any Alteration that satisfies all of the following criteria: # is not visible from the exterior of the Premises or Building; # will not affect the Base Building Systems or structural portions of the Building (including exterior walls and shear walls); and # does not cost more than One Hundred Thousand Dollars ($100,000) per project.

Future Alterations. Tenant shall not make or permit anyone to make any Alterations in or to the Premises or the Building, without the prior written consent of Landlord, which consent may be withheld or granted in Landlord’s sole and absolute discretion with respect to Structural Alterations and those Alterations which are not Structural Alterations which adversely affect the architectural character of the Building (including, without limitation, any Alteration which is directly adjacent to any exterior window), and which consent shall not be unreasonably withheld, conditioned or delayed with respect to all other Alterations. Notwithstanding the foregoing, Tenant shall have the right to make Cosmetic Changes within the Premises without requiring the consent of Landlord. Any Alterations made by Tenant shall be made: # in a good, workmanlike, first-class and reasonably prompt manner; # using new or comparable materials only (it being agreed that reclaimed or recycled products of a first class nature shall be permitted by the foregoing); # by a contractor reasonably approved in writing by Landlord (such approval not to be unreasonably withheld, conditioned or delayed), # on days and at times reasonably approved in writing by Landlord; # for Alterations requiring a building permit which are customarily overseen by an architect, under the supervision of an architect designated by Tenant and reasonably approved in writing by Landlord (such approval not to be unreasonably withheld, conditioned or delayed); # in substantial accordance with plans and specifications reasonably acceptable to Landlord, which plans and specifications shall be approved in writing by Landlord at Landlord’s standard charge (and with such acceptance by Landlord not to be unreasonably conditioned or delayed); # in accordance with all Laws and in compliance with the Master Deed, the Declaration of Trust and the Building rules and regulations described in Article XVI hereof and Landlord’s standard and reasonable operating procedures as adopted by Landlord from time to time by written notice to Tenant; # after having obtained any required consent of the holder of any Mortgage of whom Tenant has notice (which Landlord agrees to use commercially reasonable efforts to obtain where it has approved the Alterations in question); # after obtaining public liability, worker’s compensation and builder’s risk insurance policies (or the equivalent thereof) reasonably approved in writing by Landlord; # after having entered into a written agreement with any contractor, sub-contractor or sub-subcontractor whereby such entity shall be required to # indemnify and hold Landlord harmless from and against all Claims claimed against Landlord by any third party, directly or indirectly, based on, arising out of, or resulting from any negligence or willful misconduct by such contractor, sub-contractor or sub-subcontractor with respect to such entity’s work, and # obtain and maintain insurance as set forth in [Exhibit H] to this Lease, which policies shall cover every person who will perform any work with respect to such Alteration under or through such entity; and # with the obligation for Tenant to obtain and deliver to Landlord written, unconditional full or partial (as applicable) waivers of mechanics’ and materialmen’s liens against the Premises, the Commercial/Garage Unit and the Building within ten (10) business days after the applicable portion of the Alterations are completed; and # obtain such payment, performance lien bonds as Landlord shall reasonably require taking into consideration the financial condition of Tenant, except Landlord agrees that the originally named Tenant under this Lease and any Permitted Transferee or Affiliate of such originally named Tenant to which this Lease has been assigned will not be required to obtain any payment, performance or lien bonds or other security for the performance of Alterations to the Premises. If any lien (or a petition to establish such lien) is filed in connection with any Alteration made by or on behalf of Tenant, such lien (or petition) shall be discharged by Tenant within fourteen (14) days thereafter, at Tenant’s sole cost and expense, by the payment thereof or by the filing of a reasonably acceptable bond that complies with all applicable Laws. If Landlord gives its consent to the making of any Alteration, such consent shall not be deemed to be an agreement or consent by Landlord to subject its interest in the Premises or the Building to any liens which may be filed in connection therewith. Tenant acknowledges that any Alterations are accomplished for Tenant’s account, Landlord having no obligation or responsibility in respect thereof except as otherwise expressly set forth in this Lease. Landlord’s approval of any plans and drawings (and changes thereto) regarding any Alterations or any contractor or subcontractor performing such Alterations shall not constitute Landlord’s representation that such approved plans, drawings, changes or Alterations comply with all Laws. Any deficiency in design or construction, although same had prior approval of Landlord, shall be solely the responsibility of Tenant. Certain Alterations involving structural, electrical, mechanical or plumbing work, the heating, ventilation and air conditioning system of the Premises or the Building, fire and life safety system, the roof of the Building or any other areas outside the Premises shall, at Landlord’s election, be performed by Landlord’s designated contractor or subcontractor at Tenant’s expense (provided the cost therefor is competitive and such contractor is able to perform the applicable work within a reasonable time). In connection with any Alteration, if Tenant does not contract with Landlord to make such Alteration, the supervision fee shall be one quarter of one percent (0.25%) of the total hard cost, other than furniture, fixtures and equipment. Except with respect to Cosmetic Alterations and other Alterations not requiring a building permit, promptly after the completion of such an Alteration, Tenant at its expense shall deliver to Landlord three (3) sets of accurate as-built (or record) drawings and CAD files showing such Alteration in place. Notwithstanding anything contained in this Lease to the contrary, the performance of any Alterations pursuant to the provisions of this Article IX or of any other provisions of this Lease or the Exhibits hereto shall not be done in a manner which would violate any union contracts affecting the Building, or by which Landlord is bound, or create any work stoppage, picketing, labor disruption, disharmony or dispute or any interference with the business of Landlord or any tenant or occupant of the Building. Tenant shall immediately stop the performance of any Alterations or other activity if Landlord notifies Tenant that continuing such Alteration or activity would violate any union contracts affecting the Building, or by which Landlord is bound, or create any work stoppage, picketing, labor disruption, disharmony or dispute or any interference with the business of Landlord or any tenant or occupant of the Building.

Tenant shall, at Tenant’s sole cost and expense, provide odor eliminators and other devices (such as filters, air cleaners, scrubbers and whatever other equipment may in Landlord’s judgment be necessary or appropriate from time to time) to completely remove, eliminate and abate any odors, fumes or other substances in Tenant’s exhaust stream that, in Landlord’s judgment, emanate from Tenant’s Premises. Any work Tenant performs under this Section shall constitute Alterations.

Tenant’s Authorized Representative. Tenant designates, as Tenant’s authorized representative (“Tenant’s Authorized Representative”), Chris Hill as the individual authorized by Tenant to initial and sign all plans, drawings, change orders and approvals pursuant to this ES Work Letter. Landlord shall not be obligated to respond to or act upon any such item until such item has been initialed or signed or submitted in writing (as applicable) by Tenant’s Authorized Representative. Tenant may change Tenant’s Authorized Representative and/or name additional persons to serve as Tenant’s Authorized Representative (provided that Landlord may rely upon the authorization of any one of such persons) upon one (1) business day’s prior written notice to Landlord. Tenant agrees that Tenant’s Authorized Representative shall be reasonably available to meet and consult with Landlord’s Authorized Representative in person (in the vicinity of the Property) or by phone (at the election of Tenant’s Authorized Representative) as and when needed, upon reasonable prior notice by Landlord.

Tenant’s Proportionate Share. The parties hereby agree that the Building has been remeasured and now constitutes 126,124 rentable square feet. Accordingly, Tenant’s Proportionate Share of Building costs shall be 112,298/126,124=89%, and Tenant’s Proportionate Share of Project costs shall be 112,298/208,922=54%.

Tenant’s Obligations upon Surrender. At the expiration or earlier termination of the Lease Term, Tenant, at Tenant’s sole cost and expense, shall: # cause an Environmental Assessment of the Premises to be conducted in accordance with Section 15.3; # cause all Hazardous Materials to be removed from the Premises and disposed of in accordance with all Environmental Laws and as necessary to allow the Premises to be used for any purpose to the extent such Hazardous Materials were not disclosed in the Existing Condition Environmental Report (hereinafter defined); and # cause to be removed all containers installed or used by Tenant or Tenant’s Agents to store any Hazardous Materials on the Premises, and cause to be repaired any damage to the Premises caused by such removal.

Alterations and Surrender. Subtenant will have the right to make non-structural modifications and alterations to the interior of the Sublet Portion with the prior written consent of Sublandlord, which shall not be unreasonably withheld. Sublandlord will inform Subtenant if an alteration must be removed at the Sublease expiration at the time consent for such alteration is granted. Subtenant shall at the end of the Term of this Sublease, surrender to Sublandlord the Sublet Portion and all alterations, additions, fixtures and improvements therein or thereto in the same condition as when received, ordinary wear and tear and damage thereto by fire or other casualty excepted, and otherwise in accordance with the terms of the Master Lease.

Construction of Alterations. Tenant shall cause all Alterations to be accomplished in a first-class, good and workmanlike manner, and to comply with all Applicable Laws and Paragraph 26 hereof. Tenant shall at Tenant’s sole expense, perform any additional work required under Applicable Laws due to the Alterations hereunder. All Alterations shall be made in accordance with the plans and specifications approved in writing by Landlord and shall be designed and diligently constructed in a good and workmanlike manner and in compliance with all Applicable Laws. Tenant shall cause any Alterations to be made in such a manner and at such times so that any such work shall not unreasonably disrupt or unreasonably interfere with the use or occupancy of other tenants or occupants of the Project.

Property. The property to be sold to Buyer in this transaction consists of an undivided 100% interest in the Property. Seller owns no interest in any personalty with respect to the Property.