Delay in Substantial Completion. Notwithstanding anything to the contrary contained in the Lease, if the Substantial Completion Date is delayed by reason of Tenant Delay, the Substantial Completion Date shall be the date the Base Building Improvements would have been Substantially Complete absent any Tenant Delay. “Tenant Delay” shall mean any delay that Landlord encounters in the performance of Landlord’s obligations under this Agreement or the Lease to construct the Base Building Improvements because of any act, neglect, failure or omission of any nature by Tenant, any employees of Tenants, or any of Tenant’s Agents, including, but not limited to # delay by Tenant in the submission of information or the giving of authorizations or approvals or the performance of any other obligations of Tenant under this Agreement or the Lease, and # any entry onto the Project by Tenant or Tenant’s Agents, which delays Substantial Completion of the Base Building Improvements. Tenant shall reimburse Landlord for any and all additional costs incurred by Landlord arising out of or in any way related to the Tenant Delays and Tenant hereby releases Landlord from and against any and all liability for the delay in the Substantial Completion Date arising out of or in any way related to such Tenant Delays.

Substantial Completion. For purposes of this Third Amendment, "Substantial Completion" of the Improvements in the New Premises shall occur upon the completion of construction of the Improvements in the New Premises pursuant to the Approved Working Drawings, with the exception of any punch list items and any tenant fixtures, work-stations, built-in furniture, or equipment to be installed by Tenant.

Delay of the Substantial Completion of the New Premises. Except as provided in this Section 5.2, the Effective Date shall occur as set forth in the Third Amendment. If there shall be a delay or there are delays in the Substantial Completion of the Improvements in the New Premises as a result of the following (collectively, "Tenant Delays"):

then, notwithstanding anything to the contrary set forth in the Lease or this Tenant Work Letter and regardless of the actual date of the Substantial Completion of the Improvements in the New Premises, the date of Substantial Completion thereof shall be deemed to be the date that Substantial Completion would have occurred if no Tenant Delay or Delays, as set forth above, had occurred.

Substantial Completion of Tenant’s ES Fitout. Tenant shall Substantially Complete (hereinafter defined) Tenant’s ES Fitout on or before the date that is twelve (12) months after the ES Commencement Date (the “Outside ES Completion Date”), provided that if Tenant is delayed in the performance of Tenant’s ES Fitout by reason of a Landlord Delay or other causes beyond Tenant’s reasonable control, the Outside ES Completion Date shall be extended by the period of time which Tenant is so delayed. For purposes hereof, Tenant’s ES Fitout shall be deemed “Substantially Complete” and “Substantial Completion” shall be deemed to have occurred if Tenant has substantially completed Tenant’s ES Fitout in accordance with the approved Final ES Construction Drawings and Tenant has delivered to Landlord a copy of # a certificate of substantial completion from Tenant’s architect for Tenant’s ES Fitout, and # a temporary or permanent certificate of occupancy for the Expansion Space from the City of Cambridge, Massachusetts; provided, however, if a temporary certificate of occupancy is issued with respect to the Expansion Space, then Tenant shall obtain a permanent certificate of occupancy for the Expansion Space within sixty (60) days after issuance of such temporary certificate of occupancy.

Ready for Occupancy. The Premises shall be deemed “Ready for Occupancy” upon the Substantial Completion of the ​’s Work and the ​ Improvements. For purposes of this Lease, “Substantial Completion” of # the ​ Improvements shall occur upon the completion of construction of the ​ Improvements in the Premises pursuant to the TI Construction Documents, and # the ​’s Work shall occur upon the completion of construction of the ​’s Work pursuant to the Base Building

Effective as of: # the Substantial Completion of Landlord’s 5th Floor Post-Commencement Work (with respect to the 5th Floor Space), # the Substantial Completion of Landlord’s 6th Floor Post-Commencement Work (with respect to the 6th Floor Space) and # Substantial Completion of Landlord’s Existing Premises Work (with respect to the Existing Premises), Landlord’s obligation under Section 15.01 of the Original Lease to maintain and operate the “systems” shall be pursuant to the performance specifications with respect thereto annexed to this Amendment as Exhibit J.

Tenant Delay: Any of the following types of delay in the completion of construction of Landlord's TI Work (but in each instance, only to the extent that any of the following has actually and proximately caused substantial completion of Landlord's TI Work to be delayed):

Delay. No failure or delay on the part of any party in exercising any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power or remedy preclude any other or further exercise thereof or the exercise of any other right, power or remedy. The remedies provided for herein are cumulative and are not exclusive of any remedies that may be available to a party at law or in equity or otherwise.

Immediately prior to delivery of the Substantial Completion Certificate for the Tenant Improvements, Project Manager or other representatives of Landlord shall conduct one or more "walkthroughs" of the Building with Tenant and Tenant's representatives, to identify any items of Punch List Work that may require correction and to prepare a joint punch list reflecting any such items, following which Landlord shall diligently complete the Punch List Work reflected in such joint punch list. The Punch List Work shall be attached to the Substantial Completion Certificate, and shall not include damage caused by Tenant or any of Tenant's agents in connection with any work performed by Tenant in the Premises, or required as a result of Tenant's move-in to the Premises. At any time within thirty (30) days after delivery of such Substantial Completion Certificate, Tenant shall be entitled to submit one or more lists to Landlord supplementing such joint punch list by specifying any additional items of Punch List Work to be performed on the applicable Tenant Improvements and Landlord's Work, and upon receipt of such list(s), Landlord shall diligently complete such additional Punch List Work. Promptly after Landlord provides Tenant with the Substantial Completion Certificate and completes all applicable Punch List Work for the Building, Landlord shall cause the recordation of a Notice of Completion (as defined in the California Civil Code) with respect to the Tenant Improvements.