Common use of Acceleration Option Clause in Contracts

Acceleration Option. 9.1 Tenant shall have the right (the “Acceleration Option”) to accelerate the Extended Termination Date, with respect to the entire Expansion Space only, from September 30, 2014, to the day that is thirty (30) days after the date of Tenant’s Acceleration Notice (defined below) (the “Accelerated Expiration Date”) (the “Acceleration”) if: A. Tenant delivers to Landlord, no later than the date that is six (6) months after the date of this Amendment, a written notice (the “Acceleration Notice”) exercising the Acceleration Option; B. Tenant is not in default under the Lease when Tenant delivers the Acceleration Notice to Landlord; C. No part of the Expansion Space is sublet past the Accelerated Expiration Date when Tenant delivers the Acceleration Notice to Landlord; D. The Lease has not been assigned before Tenant delivers the Acceleration Notice to Landlord; and E. The Acceleration Conditions (defined in Section 9.7 below) exist as of the date Tenant delivers its Acceleration Notice, and Tenant’s Acceleration Notice includes documentation thereof reasonably satisfactory to Landlord thereof. 9.2 If Tenant validly exercises the Acceleration Option, then (i) notwithstanding any contrary provision of the Lease, but subject to the terms of this Section 9, the term of the Lease shall expire, with respect to the entire Expansion Space only (but not with respect to any other portion of the Premises then leased by Tenant under the Lease), on the Accelerated Expiration Date with the same force and effect as if such term were, by the provisions of the Lease, fixed to expire on the Accelerated Expiration Date; and (ii) without limiting the foregoing: A. The portions of the Base Rent schedules set forth in Section 5 of this Amendment that apply during the period following the Accelerated Expiration Date shall be deleted from this Amendment; and B. Tenant shall surrender the Expansion Space to Landlord in accordance with the terms of the Lease on or before the Accelerated Expiration Date; and C. Tenant shall remain liable for all rent (including, without limitation, monthly Base Rent and Property Expenses) and other amounts payable under the Lease for the period up to and to and including the Accelerated Expiration Date, even though ▇▇▇▇▇▇▇▇ for such amounts may occur after the Accelerated Expiration Date; and D. Tenant’s restoration obligations shall be as set forth in the Lease; and E. If Tenant fails to surrender any portion of the Expansion Space on or before the Accelerated Expiration Date, Tenant’s tenancy thereof shall be subject to Section 10 of the Lease; and F. Any other rights or obligations of Landlord or Tenant under the Lease that, in the absence of the Acceleration, would have survived the Extended Termination Date with respect to the Expansion Space shall survive the Accelerated Expiration Date. 9.3 If Tenant exercises the Acceleration Option, then concurrently with delivery of the Acceleration Notice, Tenant shall pay to Landlord, as a fee in connection with the acceleration of the Extended Termination Date with respect to the Expansion Space only and not as a penalty, an amount (the “Acceleration Fee”) equal to $700,000.00. 9.4 If, after delivering an Acceleration Notice to Landlord, Tenant defaults under the Lease (including, without limitation, by failing to timely pay the Acceleration Fee), or at any time after delivering an Acceleration Notice and prior to the Accelerated Expiration Date any of the Acceleration Conditions are no longer true, Landlord, at its option, may (i) declare Tenant’s exercise of the Acceleration Option to be null and void (in which event Landlord shall return to Tenant any Acceleration Fee received from Tenant, but only after applying it against any past due rent), or (ii) continue to honor Tenant’s exercise of its Acceleration Option in accordance with the terms hereof. 9.5 If Tenant validly exercises the Acceleration Option, Landlord shall prepare an amendment (the “Acceleration Amendment”) reflecting the same. Landlord shall deliver the Acceleration Amendment to Tenant within a reasonable time after receiving the Acceleration Notice, and Tenant shall execute and return the Acceleration Amendment to Landlord within 15 days after receiving it. An otherwise valid exercise of the Acceleration Option shall be fully effective whether or not the Acceleration Amendment is executed. 9.6 Notwithstanding any contrary provision of the Lease, as amended, from and after the date Tenant delivers an Acceleration Notice to Landlord, Tenant’s rights with respect to the Expansion Allowance shall automatically terminate and Landlord shall have no obligation to disburse or otherwise apply any portion of the Expansion Allowance, and the entire Expansion Allowance shall accrue to the benefit of Landlord. 9.7 For purposes of this Acceleration Option, the “Acceleration Conditions” shall mean that Tenant’s Board of Directors has determined in good faith that because of negative results in Tenant’s peganesitide Phase 3 clinical trials, as measured by failure to achieve the safety or efficacy primary endpoints, Tenant must abandon its current plans to substantially expand its commercial group and therefore cannot use the Expansion Space. Concurrently with Tenant’s Acceleration Notice, Tenant shall deliver to Landlord a certificate signed by an officer and the general counsel of Tenant certifying that the Board of Directors has made the foregoing determination in good faith.

Acceleration Option. 9.1 4.01 Tenant shall have the right to accelerate the Termination Date (the “Acceleration Option”) of the Lease with respect to accelerate Building 7 only as follows: either (i) from September 30, 2014 to September 30, 2009 (the Extended “First Accelerated Termination Date”) or (ii) from September 30, 2014 to September 30, 2010 (the “Second Accelerated Termination Date”) and with respect to the entire Expansion Space onlyforegoing, from September 30, 2014, to only if: 1. Tenant is not in material default under the day that is thirty Lease (30after expiration of applicable notice and cure periods) days after at the date of Tenant’s Tenant provides Landlord with an Acceleration Notice (hereinafter defined); and 2. no part of Building 7 is sublet for a term extending past the subject Accelerated Termination Date; and 3. the Lease has not been assigned by Tenant other than pursuant to a Permitted Transfer, as defined below) in Section 11 of the Lease; and 4. Landlord receives notice of acceleration (the “Accelerated Expiration Date”) (the “Acceleration”) if: A. Tenant delivers to Landlord, no later than the date that is six (6) months after the date of this Amendment, a written notice (the “Acceleration Notice”) exercising not less than 270 days prior to the subject Accelerated Termination Date. The First Accelerated Termination Date and the Second Accelerated Termination Date each is sometimes referred to herein as the “Accelerated Termination Date” and are applicable in the context of such references. 4.02 If Tenant exercises the First Acceleration Option; B. Tenant is not in default under the Lease when Tenant delivers , Tenant, simultaneously with delivery of the Acceleration Notice shall pay to Landlord; C. No part Landlord the sum of $1,254,654.00 (the “First Acceleration Fee”) as a fee in connection with the earliest acceleration of the Expansion Space is sublet past Termination Date and not as a penalty. Alternatively, if Tenant exercises the Accelerated Expiration Date when Tenant delivers Second Acceleration Option, Tenant, simultaneously with delivery of the Acceleration Notice shall pay to Landlord; D. The Lease has not been assigned before Tenant delivers Landlord the sum of $1,042,065.00 (the “Second Acceleration Notice to Landlord; and E. The Acceleration Conditions (defined Fee”) as a fee in Section 9.7 below) exist as connection with the later acceleration of the date Tenant delivers its Acceleration Notice, Termination Date and Tenant’s Acceleration Notice includes documentation thereof reasonably satisfactory to Landlord thereof. 9.2 If Tenant validly exercises the Acceleration Option, then (i) notwithstanding any contrary provision of the Lease, but subject not as a penalty. In addition to the terms of this Section 9foregoing, the term of the Lease shall expire, with respect to the entire Expansion Space only (but not with respect to any other portion of the Premises then leased by Tenant under the Lease), on the Accelerated Expiration Date with the same force and effect as if such term were, by the provisions of the Lease, fixed to expire on the Accelerated Expiration Date; and (ii) without limiting the foregoing: A. The portions of the Base Rent schedules set forth in Section 5 of this Amendment that apply during the period following the Accelerated Expiration Date shall be deleted from this Amendment; and B. Tenant shall surrender the Expansion Space to Landlord in accordance with the terms of the Lease on or before the Accelerated Expiration Date; and C. Tenant shall remain liable for all rent (includingBase Rent, without limitation, monthly Base Additional Rent and Property Expenses) and other amounts payable sums due under the Lease for the period up to and to and including the applicable Accelerated Expiration Date, Termination Date even though ▇▇▇▇▇▇▇▇ for such amounts may occur after subsequent to the Accelerated Expiration Termination Date; and D. Tenant’s restoration obligations . The “unamortized portion” of any of the foregoing shall be determined using an interest rate of 8% per annum. The First Acceleration Fee and the Second Acceleration Fee each are sometimes referred to herein as set forth the “Acceleration Fee” and are applicable in the Lease; and E. context of such references. In the event that Tenant so exercises the Acceleration Option as provided herein, Tenant shall be liable for the removal of the bridge existing as of the date of this Lease which bridge connects Building 6 and Building 7 (the “Bridge”). Accordingly, in such event, the Bridge shall be deemed a Required Removable. Tenant shall remove the Bridge prior to the subject Accelerated Termination Date in accordance with the terms of the Lease and repair damage caused by the installation or removal of the Bridge. If Tenant fails to surrender any portion perform such obligation in a timely manner and/or otherwise in accordance with the terms of the Expansion Space on or before the Accelerated Expiration DateLease and this Section 4, Landlord may perform such work at Tenant’s tenancy thereof expense, plus a 3% administrative fee and Tenant shall be subject to Section 10 of the Lease; and F. Any other rights or obligations of Landlord or Tenant under the Lease that, in the absence of the Acceleration, would have survived the Extended Termination Date with respect to the Expansion Space shall survive the Accelerated Expiration Datepay such amounts upon demand by Landlord. 9.3 4.03 If Tenant exercises the Acceleration OptionTenant, then concurrently subsequent to providing Landlord with delivery of the an Acceleration Notice, Tenant shall pay to Landlord, as a fee defaults in connection with the acceleration any of the Extended Termination Date with respect to the Expansion Space only and not as a penalty, an amount (the “Acceleration Fee”) equal to $700,000.00. 9.4 If, after delivering an Acceleration Notice to Landlord, Tenant defaults under the provisions of this Lease (including, without limitation, by failing a failure to timely pay the applicable Acceleration FeeFee due hereunder), or at any time after delivering an Acceleration Notice and prior to the Accelerated Expiration Date any of the Acceleration Conditions are no longer true, Landlord, at its option, may (i) declare Tenant’s exercise of the Acceleration Option to be null and void (in which event Landlord shall return to Tenant void, and any Acceleration Fee received from paid to Landlord shall be returned to Tenant, but only after first applying it such Acceleration Fee against any past due rentRent under the Lease (and in such event, if the Acceleration Option so exercised would otherwise trigger the First Accelerated Termination Date, the Acceleration Option granted herein with respect to the Second Accelerated Termination Date shall be automatically deemed null and void and of no further force or effect), or (ii) continue to honor Tenant’s exercise of its Acceleration Option Option, in which case, Tenant shall remain liable for the payment of the subject Acceleration Fee and for all Base Rent, Additional Rent and other sums due under the Lease up to and including the subject Accelerated Termination Date even though ▇▇▇▇▇▇▇▇ for such may occur subsequent to such Accelerated Termination Date. 4.04 As of the date Tenant provides Landlord with an Acceleration Notice, any unexercised rights or options of Tenant to renew the Term of the Lease or to expand the Premises (whether expansion options, rights of first or second refusal, rights of first or second offer, or other similar rights), and any outstanding tenant improvement allowance not claimed and properly utilized by Tenant in accordance with the terms hereof. 9.5 If Tenant validly exercises the Acceleration OptionLease as of such date, Landlord shall prepare an amendment (the “Acceleration Amendment”) reflecting the same. Landlord shall deliver the Acceleration Amendment to Tenant within a reasonable time after receiving the Acceleration Notice, and Tenant shall execute and return the Acceleration Amendment to Landlord within 15 days after receiving it. An otherwise valid exercise of the Acceleration Option shall immediately be fully effective whether or not the Acceleration Amendment is executed. 9.6 Notwithstanding any contrary provision of the Lease, as amended, from and after the date Tenant delivers an Acceleration Notice to Landlord, Tenant’s rights deemed terminated with respect to the Expansion Allowance shall automatically terminate Building 7 only and Landlord shall have no obligation longer available or of any further force or effect with respect to disburse or otherwise apply any portion of the Expansion Allowance, and the entire Expansion Allowance shall accrue to the benefit of LandlordBuilding 7 only. 9.7 For purposes of this Acceleration Option, the “Acceleration Conditions” shall mean that Tenant’s Board of Directors has determined in good faith that because of negative results in Tenant’s peganesitide Phase 3 clinical trials, as measured by failure to achieve the safety or efficacy primary endpoints, Tenant must abandon its current plans to substantially expand its commercial group and therefore cannot use the Expansion Space. Concurrently with Tenant’s Acceleration Notice, Tenant shall deliver to Landlord a certificate signed by an officer and the general counsel of Tenant certifying that the Board of Directors has made the foregoing determination in good faith.

Acceleration Option. 9.1 1. Tenant shall have the right to accelerate the Termination Date (the “Expansion Acceleration Option”) to accelerate of the Extended Termination DateLease, with respect to the entire Expansion Space only, from September 30at any time after January 1, 2014, to the day that is thirty (30) days after the date of Tenant’s Acceleration Notice (defined below) 2004 (the “Accelerated Expiration Expansion Termination Date”) (the “Acceleration”) ), if: A. Tenant delivers to Landlord, no later than the date that is six (6) months after the date of this Amendment, a written notice (the “Acceleration Notice”) exercising the Acceleration Option; B. a. Tenant is not in default under the Lease when at the date Tenant delivers the provides Landlord with an Expansion Acceleration Notice to Landlord;(hereinafter defined); and C. No b. no part of the Expansion Space is sublet for a term extending past the Accelerated Expiration Date when Tenant delivers Expansion Termination Date; and c. the Acceleration Notice to Landlord; D. The Lease has not been assigned before Tenant delivers the Acceleration Notice to Landlordassigned; and E. The Acceleration Conditions d. Landlord receives notice of acceleration (defined in Section 9.7 below) exist as of the date Tenant delivers its “Expansion Acceleration Notice, and Tenant’s Acceleration Notice includes documentation thereof reasonably satisfactory ”) not less than 90 full calendar months prior to Landlord thereofthe Accelerated Expansion Termination Date. 9.2 2. If Tenant validly exercises the its Expansion Acceleration Option, then (i) notwithstanding any contrary provision of the Lease, but subject to the terms of this Section 9, the term of the Lease shall expire, with respect to the entire Expansion Space only (but not with respect to any other portion of the Premises then leased by Tenant under the Lease), on the Accelerated Expiration Date with the same force and effect as if such term were, by the provisions of the Lease, fixed to expire on the Accelerated Expiration Date; and (ii) without limiting the foregoing: A. The portions of the Base Rent schedules set forth in Section 5 of this Amendment that apply during the period following the Accelerated Expiration Date shall be deleted from this Amendment; and B. Tenant shall surrender the Expansion Space to Landlord in accordance with the terms of the Lease on or before the Accelerated Expiration Date; and C. Tenant shall remain liable for all rent (includingBase Rent, without limitation, monthly Base Additional Rent and Property Expenses) and other amounts payable sums due under the Lease for the period up to and to and including the Accelerated Expiration Date, Expansion Termination Date even though ▇▇▇▇▇▇▇▇ for such amounts may occur after subsequent to the Accelerated Expiration Expansion Termination Date; and. D. 3. If Tenant’s restoration obligations shall be as set forth , subsequent to providing Landlord with an Expansion Acceleration Notice, defaults in the Lease; and E. If Tenant fails to surrender any portion of the Expansion Space on or before the Accelerated Expiration Date, Tenant’s tenancy thereof shall be subject to Section 10 provisions of the Lease; and F. Any other rights or obligations of Landlord or Tenant under the Lease that, in the absence of the Acceleration, would have survived the Extended Termination Date with respect to the Expansion Space shall survive the Accelerated Expiration Date. 9.3 If Tenant exercises the Acceleration Option, then concurrently with delivery of the Acceleration Notice, Tenant shall pay to Landlord, as a fee in connection with the acceleration of the Extended Termination Date with respect to the Expansion Space only and not as a penalty, an amount (the “Acceleration Fee”) equal to $700,000.00. 9.4 If, after delivering an Acceleration Notice to Landlord, Tenant defaults under the Lease (including, without limitation, by failing to timely pay the Acceleration Fee), or at any time after delivering an Acceleration Notice and prior to the Accelerated Expiration Date any of the Acceleration Conditions are no longer true, Landlord, at its option, may (i) declare Tenant’s exercise of the Expansion Acceleration Option to be null and void (in which event Landlord shall return to Tenant any Acceleration Fee received from Tenant, but only after applying it against any past due rent)void, or (ii) continue to honor Tenant’s exercise of its Expansion Acceleration Option Option, in which case, Tenant shall remain liable for the payment of all Base Rent, Additional Rent and other sums due under the Lease up to and including the Accelerated Expansion Termination Date even though ▇▇▇▇▇▇▇▇ for such may occur subsequent to the Accelerated Expansion Termination Date. 4. As of the date Tenant provides Landlord with an Expansion Acceleration Notice, any unexercised rights or options of Tenant to renew the Term of the Lease or to expand the Premises (whether expansion options, rights of first or second refusal, rights of first or second offer, or other similar rights), and any outstanding tenant improvement allowance not claimed and properly utilized by Tenant in accordance with the terms hereofLease as of such date, shall immediately be deemed terminated and no longer available or of any further force or effect. 9.5 If Tenant validly exercises the Acceleration Option, Landlord shall prepare an amendment (the “Acceleration Amendment”) reflecting the same. Landlord shall deliver the Acceleration Amendment to Tenant within a reasonable time after receiving the Acceleration Notice, and Tenant shall execute and return the Acceleration Amendment to Landlord within 15 days after receiving it. An otherwise valid exercise of the Acceleration Option shall be fully effective whether or not the Acceleration Amendment is executed. 9.6 Notwithstanding any contrary provision of the Lease, as amended, from and after the date Tenant delivers an Acceleration Notice to Landlord, Tenant’s rights with respect to the Expansion Allowance shall automatically terminate and Landlord shall have no obligation to disburse or otherwise apply any portion of the Expansion Allowance, and the entire Expansion Allowance shall accrue to the benefit of Landlord. 9.7 For purposes of this Acceleration Option, the “Acceleration Conditions” shall mean that Tenant’s Board of Directors has determined in good faith that because of negative results in Tenant’s peganesitide Phase 3 clinical trials, as measured by failure to achieve the safety or efficacy primary endpoints, Tenant must abandon its current plans to substantially expand its commercial group and therefore cannot use the Expansion Space. Concurrently with Tenant’s Acceleration Notice, Tenant shall deliver to Landlord a certificate signed by an officer and the general counsel of Tenant certifying that the Board of Directors has made the foregoing determination in good faith.

Acceleration Option. 9.1 4.1. Tenant shall have the right (the “Acceleration Option”) to accelerate the Extended Termination Dateexpiration date of this Lease, with respect to the entire Expansion Space Premises only, from September 30, 2014, the Expiration Date to the last day that is thirty (30) days after of the date of Tenant’s Acceleration Notice (defined below) 36th full calendar month following the Commencement Date (the “Accelerated Expiration Date”) (the “Acceleration”) if: A. (a) Tenant delivers to Landlord, no later than at least 12 months before the date that is six (6) months after the date of this AmendmentAccelerated Expiration Date, a written notice (the “Acceleration Notice”) exercising the Acceleration Option;. B. Tenant is not in default under the Lease (b) no Default exists when Tenant delivers the Acceleration Notice to Landlord; C. No (c) no part of the Expansion Space Premises is sublet past the Accelerated Expiration Date when Tenant delivers the Acceleration Notice to Landlord;Landlord (unless Tenant, not later than when delivering the Acceleration Notice, validly terminates such sublease, effective as of a date occurring not later than the Accelerated Expiration Date, and provides Landlord with reasonable documentation of such termination); and D. The (d) this Lease has not been assigned (other than pursuant to a Permitted Transfer) before Tenant delivers the Acceleration Notice to Landlord; and E. The Acceleration Conditions (defined in Section 9.7 below) exist as of the date Tenant delivers its Acceleration Notice, and Tenant’s Acceleration Notice includes documentation thereof reasonably satisfactory to Landlord thereof. 9.2 4.2. If Tenant validly exercises the Acceleration Option, then (i) notwithstanding any contrary provision of the this Lease, but subject to the terms of this Section 94, the term of the Lease Term shall expire, with respect to the entire Expansion Space only (but not with respect to any other portion of the Premises then leased by Tenant under the Lease)Premises, on the Accelerated Expiration Date with the same force and effect as if such term were, by the provisions of the this Lease, fixed to expire on the Accelerated Expiration Date; and (ii) without limiting the foregoing: A. The portions of the Base Rent schedules set forth in Section 5 of this Amendment that apply during the period following the Accelerated Expiration Date shall be deleted from this Amendment; and B. (a) Tenant shall surrender the Expansion Space Premises to Landlord in accordance with the terms of the this Lease on or before the Accelerated Expiration Date; and; C. (b) Tenant shall remain liable for all rent (including, without limitation, monthly Base Rent and Property Expenses) and other amounts payable under the this Lease for the period up to and to and including the Accelerated Expiration Date, even though ▇▇▇▇▇▇▇▇ for such amounts may occur after the Accelerated Expiration Date; and; D. (c) Tenant’s restoration obligations shall be as set forth in the this Lease; and; E. If Tenant (d) if ▇▇▇▇▇▇ fails to surrender any portion of the Expansion Space Premises on or before the Accelerated Expiration Date, Tenant’s tenancy thereof shall be subject to Section 10 16 of the this Lease; and F. Any (e) any other rights or obligations of Landlord or Tenant under the this Lease that, in the absence of the Acceleration, would have survived the Extended Termination Date with respect to the Expansion Space scheduled expiration date of this Lease shall survive the Accelerated Expiration Date. 9.3 4.3. If Tenant exercises the Acceleration Option, then concurrently with delivery of the Acceleration Notice, Tenant shall pay to Landlord, as a fee in connection with the acceleration of the Extended Termination Date with respect to the Expansion Space only expiration date of this Lease and not as a penalty, an the amount of $770,000.00 (the “Acceleration Fee”) equal to $700,000.00). 9.4 If, after delivering an Acceleration Notice to Landlord, Tenant defaults under the Lease (including, without limitation, by failing to timely pay the Acceleration Fee), or at any time after delivering an Acceleration Notice and prior to the Accelerated Expiration Date any of the Acceleration Conditions are no longer true, Landlord, at its option, may (i) declare Tenant’s exercise of the Acceleration Option to be null and void (in which event Landlord shall return to Tenant any Acceleration Fee received from Tenant, but only after applying it against any past due rent), or (ii) continue to honor Tenant’s exercise of its Acceleration Option in accordance with the terms hereof.4.4. [Intentionally Omitted. ] 9.5 4.5. If Tenant validly exercises the Acceleration Option, Landlord shall prepare an amendment (the “Acceleration Amendment”) reflecting the same. Landlord shall deliver the Acceleration Amendment to Tenant within a reasonable time after receiving the Acceleration Notice, and Tenant shall execute and return (or provide Landlord with reasonable written objections to) the Acceleration Amendment to Landlord within 15 days after receiving it. An At Landlord’s option, an otherwise valid exercise of the Acceleration Option shall be fully effective whether or not the Acceleration Amendment is executed. 9.6 4.6. Notwithstanding any contrary provision of the this Lease, as amended, from and after the date Tenant delivers an Acceleration Notice to Landlord, Tenant’s rights (a) any unexercised right or option of Tenant to renew or extend the Term or to expand the Premises (whether in the form of an expansion option, right of first offer or refusal, or any other similar right), and any outstanding tenant improvement allowance or other allowance not claimed and properly used by Tenant in accordance with respect to the Expansion Allowance this Lease as of such date, shall automatically terminate immediately be deemed terminated and Landlord no longer available or of any further force or effect, and (b) Tenant shall have no obligation to disburse not sublease all or otherwise apply any portion of the Expansion Allowance, and Premises for any period following the entire Expansion Allowance shall accrue to the benefit of LandlordAccelerated Expiration Date. 9.7 For purposes of this Acceleration Option, the “Acceleration Conditions” shall mean that Tenant’s Board of Directors has determined in good faith that because of negative results in Tenant’s peganesitide Phase 3 clinical trials, as measured by failure to achieve the safety or efficacy primary endpoints, Tenant must abandon its current plans to substantially expand its commercial group and therefore cannot use the Expansion Space. Concurrently with Tenant’s Acceleration Notice, Tenant shall deliver to Landlord a certificate signed by an officer and the general counsel of Tenant certifying that the Board of Directors has made the foregoing determination in good faith.

Acceleration Option. 9.1 39.1 Tenant shall have the right to accelerate the Termination Date (the “Acceleration Option”) to accelerate the Extended Termination Dateof this Lease, with respect to the entire Expansion Space Premises only, from September 30, 2014, the expiration of the sixty-fifth (65th) full calendar month of the Term to the day that is thirty expiration of the thirty-sixth (3036th) days after full calendar month of the date of Tenant’s Acceleration Notice (defined below) Term (the “Accelerated Expiration Termination Date”) (the “Acceleration”) ), if: A. 39.1.1 There is no default by Tenant delivers to Landlord, no later than under this Lease at the date that Tenant provides Landlord with an Acceleration Notice (hereinafter defined); and 39.1.2 No part of the Premises is six sublet for a term extending past the Accelerated Termination Date; and 39.1.3 This Lease has not been assigned; and 39.1.4 Landlord receives notice of acceleration (6) months after the date of this Amendment, a written notice (the “Acceleration Notice”) exercising not less than seven (7) full calendar months prior to the Accelerated Termination Date. 39.2 If Tenant exercises its Acceleration Option; B. Tenant is not in default under the Lease when Tenant delivers the Acceleration Notice , concurrent with Tenant’s delivery to Landlord; C. No part Landlord of the Expansion Space is sublet past the Accelerated Expiration Date when Tenant delivers the Acceleration Notice to Landlord; D. The Lease has not been assigned before Tenant delivers the Acceleration Notice to Landlord; and E. The Acceleration Conditions (defined in Section 9.7 below) exist as of the date Tenant delivers its Tenant’s Acceleration Notice, and Tenant’s Acceleration Notice includes documentation thereof reasonably satisfactory Tenant shall pay to Landlord thereof. 9.2 If Tenant validly exercises the Acceleration Option, then sum of an amount equal to (i) notwithstanding any contrary provision $12,214.80 (i.e., three (3) months of the Leasethen current Monthly Installment of Rent), but subject and (ii) the unamortized portion of all of the following: (a) any leasing commissions and legal fees and (b) the Initial Alterations (collectively, the “Acceleration Fee”) as a fee in connection with the acceleration of the Termination Date and not as a penalty; provided that the Acceleration Fee shall be increased by an amount equal to the terms of this Section 9, the term of the Lease shall expire, with respect to the entire Expansion Space only (but not with respect to any other unamortized portion of any leasing commissions, tenant improvements and allowances or other concessions incurred by Landlord in connection with any additional space other than the initial Premises then leased by Tenant under the Lease)this Lease and that is subject to acceleration hereunder, on the Accelerated Expiration Date with the same force and effect as if such term were, by the provisions plus three (3) months of the LeaseMonthly Installment of Rent applicable to the third (3rd) Lease Year, fixed applicable to expire on the Accelerated Expiration Date; and (ii) without limiting the foregoing: A. The portions of the Base Rent schedules set forth in Section 5 of this Amendment that apply during the period following the Accelerated Expiration Date shall be deleted from this Amendment; and B. Tenant shall surrender the Expansion Space to Landlord in accordance with the terms of the Lease on or before the Accelerated Expiration Date; and C. such additional space. Tenant shall remain liable for all Monthly Installments of Rent, Tenant’s Proportionate Share of Expenses, Taxes and Insurance Costs, additional rent (including, without limitation, monthly Base Rent and Property Expenses) and all other amounts payable sums due under the this Lease for the period up to and to and including the Accelerated Expiration Date, Termination Date even though ▇▇▇▇▇▇▇▇ for such amounts may occur after subsequent to the Accelerated Expiration Termination Date; and D. Tenant’s restoration obligations . The “unamortized portion” of any of the foregoing shall be as set forth in the Lease; and E. If Tenant fails to surrender any portion determined using an interest rate of the Expansion Space on or before the Accelerated Expiration Date, Tenant’s tenancy thereof shall be subject to Section 10 of the Lease; and F. Any other rights or obligations of Landlord or Tenant under the Lease that, in the absence of the Acceleration, would have survived the Extended Termination Date with respect to the Expansion Space shall survive the Accelerated Expiration Dateeleven percent (11%) per annum. 9.3 39.3 If Tenant exercises the Acceleration OptionTenant, then concurrently subsequent to providing Landlord with delivery of the an Acceleration Notice, Tenant shall pay to Landlord, as a fee defaults in connection with the acceleration any of the Extended Termination Date with respect to the Expansion Space only and not as a penalty, an amount (the “Acceleration Fee”) equal to $700,000.00. 9.4 If, after delivering an Acceleration Notice to Landlord, Tenant defaults under the provisions of this Lease (including, without limitation, by failing a failure to timely pay the Acceleration FeeFee due hereunder), or at any time after delivering an Acceleration Notice and prior to the Accelerated Expiration Date any of the Acceleration Conditions are no longer true, Landlord, at its option, may (i) declare Tenant’s exercise of the Acceleration Option to be null and void (in which event Landlord shall return to Tenant void, and any Acceleration Fee received from paid to Landlord shall be returned to Tenant, but only after first applying it such Acceleration Fee against any past due rent)rent under this Lease, or (ii) continue to honor Tenant’s exercise of its Acceleration Option Option, in accordance with which case, Tenant shall remain liable for the terms hereof. 9.5 If Tenant validly exercises payment of the Acceleration OptionFee and for all Monthly Installments of Rent, Tenant’s Proportionate Share of Expenses Taxes and Insurance Costs, any additional rent and other sums due under this Lease up to and including the Accelerated Termination Date even though ▇▇▇▇▇▇▇▇ for such may occur subsequent to the Accelerated Termination Date. Further, in the event that Landlord shall prepare an amendment (the “Acceleration Amendment”) reflecting the same. Landlord shall deliver the Acceleration Amendment to Tenant within a reasonable time after receiving the Acceleration Notice, and Tenant shall execute and return the Acceleration Amendment to Landlord within 15 days after receiving it. An otherwise valid declare Tenant’s exercise of the Acceleration Option to be null and void as provided in clause (i) above, Tenant shall be fully effective whether protect, indemnify and hold Landlord and the Landlord Entities harmless from and against any and all loss, claims, liability or not costs (including court costs and attorney’s fees) incurred by reason of such nullification of Tenant’s Acceleration Option, including, without limitation, any claims by any potential replacement tenants for the Acceleration Amendment is executedPremises. 9.6 Notwithstanding any contrary provision 39.4 As of the Lease, as amended, from and after the date Tenant delivers provides Landlord with an Acceleration Notice to Landlord, Tenant’s rights with respect to the Expansion Allowance shall automatically terminate and Landlord shall have no obligation to disburse or otherwise apply any portion of the Expansion Allowance, and the entire Expansion Allowance shall accrue to the benefit of Landlord. 9.7 For purposes of this Acceleration Option, the “Acceleration Conditions” shall mean that Tenant’s Board of Directors has determined in good faith that because of negative results in Tenant’s peganesitide Phase 3 clinical trials, as measured by failure to achieve the safety or efficacy primary endpoints, Tenant must abandon its current plans to substantially expand its commercial group and therefore cannot use the Expansion Space. Concurrently with Tenant’s Acceleration Notice, Tenant shall deliver to Landlord a certificate signed by an officer and the general counsel any unexercised rights or options of Tenant certifying that to renew the Board Term of Directors has made this Lease or to expand the foregoing determination Premises (whether expansion options, rights of first or second refusal, rights of first or second offer, or other similar rights), and any outstanding tenant improvement allowance not claimed and properly utilized by Tenant in good faithaccordance with this Lease as of such date, shall immediately be deemed terminated and no longer available or of any further force or effect.

Acceleration Option. 9.1 A. Tenant shall have the right to accelerate the Termination Date (the “Acceleration Option”) to accelerate of the Extended Termination DateLease, with respect to the entire Expansion Space Premises only, from September the Termination Date (i.e.; April 30, 20142012, if the Commencement Date is the Target Commencement Date) to the day that end of the 60th month of the Lease Term (i.e.; April 30, 2009, if the Commencement Date is thirty (30) days after the date of Tenant’s Acceleration Notice (defined belowTarget Commencement Date) (the “Accelerated Expiration Termination Date”) (the “Acceleration”) ), if: A. 1. Tenant delivers to Landlord, no later than is not in Default beyond applicable notice and cure periods under the Lease at the date that Tenant provides Landlord with an Acceleration Notice (hereinafter defined); and 2. no part of the Premises is six sublet for a term extending past the Accelerated Termination Date or such sublease is terminable by Tenant effective prior to or as of the Accelerated Termination Date; and 3. the Lease has not been assigned; and 4. Landlord receives notice of acceleration (6) months after the date of this Amendment, a written notice (the “Acceleration Notice”) exercising not less than 12 full calendar months prior to the Acceleration Option;Accelerated Termination Date. B. Tenant is not in default under the Lease when Tenant delivers the Acceleration Notice to Landlord; C. No part of the Expansion Space is sublet past the Accelerated Expiration Date when Tenant delivers the Acceleration Notice to Landlord; D. The Lease has not been assigned before Tenant delivers the Acceleration Notice to Landlord; and E. The Acceleration Conditions (defined in Section 9.7 below) exist as of the date Tenant delivers its Acceleration Notice, and Tenant’s Acceleration Notice includes documentation thereof reasonably satisfactory to Landlord thereof. 9.2 If Tenant validly exercises the its Acceleration Option, then Tenant shall pay to Landlord the sum of $1,131,165.43 (ithe “Acceleration Fee”) notwithstanding any contrary provision as a fee in connection with the acceleration of the LeaseTermination Date and not as a penalty. In the event the Tenant leases additional space, but the Acceleration Fee shall be increased by an amount equal to the unamortized portion of any concessions, commissions, allowances or other expenses incurred by Landlord in connection with such additional space leased by Tenant, that is subject to the terms of this Section 9, the term of the Lease shall expire, with respect to the entire Expansion Space only (but not with respect to any other portion of the Premises then leased by Tenant under the Lease), on the Accelerated Expiration Date with the same force and effect as if such term were, by the provisions of the Lease, fixed to expire on the Accelerated Expiration Date; and (ii) without limiting the foregoing: A. The portions of the Base Rent schedules set forth in Section 5 of this Amendment that apply during the period following the Accelerated Expiration Date shall be deleted from this Amendment; and B. Tenant shall surrender the Expansion Space to Landlord in accordance with the terms of the Lease on or before the Accelerated Expiration Date; and C. acceleration hereunder. Tenant shall remain liable for all rent (includingBase Rent, without limitation, monthly Base Additional Rent and Property Expenses) and other amounts payable sums due under the Lease for the period up to and to and including the Accelerated Expiration Date, Termination Date even though ▇▇▇▇▇▇▇▇ for such amounts may occur after subsequent to the Accelerated Expiration Termination Date; and D. Tenant’s restoration obligations . The “unamortized portion” of any of the foregoing shall be determined using an interest rate of 11% per annum. The Acceleration Fee shall be paid by Tenant as set forth in the Lease; and E. If Tenant fails to surrender any portion follows: (1) 50% of the Expansion Space on or before the Accelerated Expiration Date, Tenant’s tenancy thereof Acceleration Fee shall be subject paid to Section 10 of the Lease; and F. Any other rights or obligations of Landlord or Tenant under the Lease that, in the absence of the Acceleration, would have survived the Extended Termination Date with respect to the Expansion Space shall survive the Accelerated Expiration Date. 9.3 If Tenant exercises the Acceleration Option, then concurrently cash simultaneously with delivery of the Acceleration Notice, Tenant shall pay to Landlord, as a fee in connection with the acceleration ; and (2) 50% of the Extended Termination Date with respect Acceleration Fee shall be paid to Landlord in the Expansion Space only and not as a penalty, form of an amount irrevocable letter of credit (the “Letter of Credit”) which may be drawn upon by Landlord anytime within 30 days prior to the Accelerated Termination Date. The Letter of Credit shall: (a) be in the amount of 50% of the Acceleration Fee”; (b) equal be issued substantially in the form attached hereto as Exhibit J; (c) name Landlord as its beneficiary; and (d) be drawn on an FDIC insured financial institution satisfactory to $700,000.00the Landlord. The Letter of Credit (and any renewals or replacements thereof) shall be for a term of not less than 1 year. Tenant agrees that it shall from time to time, as necessary, whether as a result of a draw on the Letter of Credit by Landlord pursuant to the terms hereof or as a result of the expiration of the Letter of Credit then in effect, renew or replace the original and any subsequent Letter of Credit so that a Letter of Credit, in the amount required hereunder, is in effect until a date which is at least 60 days after the Accelerated Termination Date of the Lease. If Tenant fails to furnish such renewal or replacement at least 60 days prior to the stated expiration date of the Letter of Credit then held by Landlord, Landlord may draw upon such Letter of Credit and hold the proceeds thereof (and such proceeds need not be segregated) as the remaining payment by Tenant of the Acceleration Fee. Any renewal or replacement of the original or any subsequent Letter of Credit shall meet the requirements for the original Letter of Credit as set forth above, except that such replacement or renewal shall be issued by an FDIC insured financial institution satisfactory to the Landlord at the time of the issuance thereof. 9.4 IfC. If Tenant, after delivering subsequent to providing Landlord with an Acceleration Notice to LandlordNotice, Tenant defaults under in any of the provisions of this Lease (including, without limitation, by failing a failure to timely pay the Acceleration FeeFee due hereunder), or at any time after delivering an Acceleration Notice and prior to the Accelerated Expiration Date any of the Acceleration Conditions are no longer true, Landlord, at its option, may (i) declare Tenant’s exercise of the Acceleration Option to be null and void (in which event Landlord shall return to Tenant void, and any Acceleration Fee received from paid to Landlord shall be returned to Tenant, but only after first applying it such Acceleration Fee against any past due rent)Rent under the Lease, or (ii) continue to honor Tenant’s exercise of its Acceleration Option Option, in which case, Tenant shall remain liable for the payment of the Acceleration Fee and for all Base Rent, Additional Rent and other sums due under the Lease up to and including the Accelerated Termination Date even though ▇▇▇▇▇▇▇▇ for such may occur subsequent to the Accelerated Termination Date. D. As of the date Tenant provides Landlord with an Acceleration Notice, any unexercised rights or options of Tenant to renew the Term of the Lease or to expand the Premises (whether expansion options, rights of first or second refusal, rights of first or second offer, or other similar rights), and any outstanding tenant improvement allowance not claimed and properly utilized by Tenant in accordance with the terms hereofLease as of such date, shall immediately be deemed terminated and no longer available or of any further force or effect. 9.5 If Tenant validly exercises the Acceleration Option, Landlord shall prepare an amendment (the “Acceleration Amendment”) reflecting the same. Landlord shall deliver the Acceleration Amendment to Tenant within a reasonable time after receiving the Acceleration Notice, and Tenant shall execute and return the Acceleration Amendment to Landlord within 15 days after receiving it. An otherwise valid exercise of the Acceleration Option shall be fully effective whether or not the Acceleration Amendment is executed. 9.6 Notwithstanding any contrary provision of the Lease, as amended, from and after the date Tenant delivers an Acceleration Notice to Landlord, Tenant’s rights with respect to the Expansion Allowance shall automatically terminate and Landlord shall have no obligation to disburse or otherwise apply any portion of the Expansion Allowance, and the entire Expansion Allowance shall accrue to the benefit of Landlord. 9.7 For purposes of this Acceleration Option, the “Acceleration Conditions” shall mean that Tenant’s Board of Directors has determined in good faith that because of negative results in Tenant’s peganesitide Phase 3 clinical trials, as measured by failure to achieve the safety or efficacy primary endpoints, Tenant must abandon its current plans to substantially expand its commercial group and therefore cannot use the Expansion Space. Concurrently with Tenant’s Acceleration Notice, Tenant shall deliver to Landlord a certificate signed by an officer and the general counsel of Tenant certifying that the Board of Directors has made the foregoing determination in good faith.

Acceleration Option. 9.1 (a) Tenant shall have the right right, in Tenant’s sole discretion, to accelerate the Termination Date (the “Acceleration Option”) to accelerate of the Extended Termination DateLease, with respect to the entire Expansion Space Premises only, from September 30to May 31, 20142011 (the “Accelerated Termination Date”), to if: (i) Tenant is not in Default under the day that is thirty (30) days after Lease at the date of Tenant’s Tenant provides Landlord with an Acceleration Notice (defined below); and (ii) Landlord receives notice of acceleration (the “Accelerated Expiration Date”) (the “Acceleration”) if: A. Tenant delivers to Landlord, no later than the date that is six (6) months after the date of this Amendment, a written notice (the “Acceleration Notice”) exercising the Acceleration Option; B. Tenant is not in default under the Lease when Tenant delivers the Acceleration Notice to Landlord; C. No part of the Expansion Space is sublet past the Accelerated Expiration Date when Tenant delivers the Acceleration Notice to Landlord; D. The Lease has not been assigned before Tenant delivers the Acceleration Notice to Landlord; and E. The Acceleration Conditions (defined in Section 9.7 below) exist as of the date Tenant delivers its Acceleration Noticeby no later than August 31, and Tenant’s Acceleration Notice includes documentation thereof reasonably satisfactory to Landlord thereof2010. 9.2 (b) If Tenant validly exercises the its Acceleration Option, then Tenant, within twenty (i20) notwithstanding any contrary provision days of the Leasedelivery of Landlord’s statement of the Acceleration Fee, but subject shall pay to Landlord an amount equal to the terms unamortized portion of any broker commissions, incurred or provided by Landlord in connection with this Section 9Lease (collectively, the term “Acceleration Fee”). Within ninety (90) days of the Lease shall expireCommencement Date, with respect to and the entire Expansion Space only (but not with respect to commencement date for any other portion of the Premises then additional space leased by Tenant under hereunder, as the Lease)case may be, on Landlord shall provide Tenant with a statement setting forth the Accelerated Expiration Date with the same force amount and effect as if such term were, by the provisions calculation of the Lease, fixed to expire on the Accelerated Expiration Date; and Acceleration Fee (ii) without limiting the foregoing: A. The portions of the Base Rent schedules set forth in Section 5 of this Amendment that apply during the period following the Accelerated Expiration Date shall be deleted from this Amendment; and B. Tenant shall surrender the Expansion Space to Landlord in accordance with the terms of the Lease on or before the Accelerated Expiration Date; and C. including reasonable back up documentation). Tenant shall remain liable for all rent (includingMonthly Base Rent, without limitation, monthly Base additional Rent and Property Expenses) and other amounts payable sums due under the this Lease for the period up to and to and including the Accelerated Expiration Date, Termination Date even though ▇▇▇▇▇▇▇▇ for such amounts may occur after subsequent to the Accelerated Expiration Termination Date; and D. Tenant’s restoration obligations . The “unamortized portion” of any broker commissions shall be as set forth determined on a straight-line basis over the initial Term. (c) If Tenant defaults in the Lease; and E. If Tenant fails to surrender any portion of the Expansion Space on or before the Accelerated Expiration Date, Tenant’s tenancy thereof shall be subject to Section 10 of the Lease; and F. Any other rights or obligations of Landlord or Tenant under the Lease that, in the absence of the Acceleration, would have survived the Extended Termination Date with respect to the Expansion Space shall survive the Accelerated Expiration Date. 9.3 If Tenant exercises the Acceleration Option, then concurrently with delivery payment of the Acceleration Notice, Tenant shall pay to Landlord, as a fee in connection with the acceleration of the Extended Termination Date with respect to the Expansion Space only and not as a penalty, an amount (the “Acceleration Fee”) equal to $700,000.00. 9.4 If, after delivering an Acceleration Notice to Landlord, Tenant defaults under the Lease (including, without limitation, by failing to timely pay the Acceleration Fee), or at any time after delivering an Acceleration Notice and prior to the Accelerated Expiration Date any of the Acceleration Conditions are no longer true, Landlord, at its option, may may, by written notice to Tenant within fifteen (i15) days after such default, (1) declare Tenant’s exercise of the Acceleration Option in that instance only to be null and void (void, and immediately so notify Tenant in which event Landlord shall return to Tenant any Acceleration Fee received from Tenant, but only after applying it against any past due rent)writing, or (ii2) continue to honor Tenant’s exercise of its Acceleration Option Option, in accordance with which case, Tenant shall remain liable for the terms hereof. 9.5 If Tenant validly exercises payment of the Acceleration OptionFee and all Monthly Base Rent, additional Rent and other sums due under the Lease up to and including the Accelerated Termination Date even though ▇▇▇▇▇▇▇▇ for such may occur subsequent to the Accelerated Termination Date. If Landlord fails to notify Tenant of such election within such fifteen (15)-day period, Landlord shall prepare an amendment be deemed to have elected clause (the “Acceleration Amendment”2) reflecting the same. Landlord shall deliver the Acceleration Amendment to Tenant within a reasonable time after receiving the Acceleration Notice, and Tenant shall execute and return the Acceleration Amendment to Landlord within 15 days after receiving it. An otherwise valid exercise of the Acceleration Option shall be fully effective whether or not the Acceleration Amendment is executedabove. 9.6 Notwithstanding any contrary provision (d) As of the Lease, as amended, from and after the date Tenant delivers provides Landlord with an Acceleration Notice to that is honored by Landlord, Tenant’s any unexercised rights with respect to the Expansion Allowance shall automatically terminate and Landlord shall have no obligation to disburse or otherwise apply any portion of the Expansion Allowance, and the entire Expansion Allowance shall accrue to the benefit of Landlord. 9.7 For purposes of this Acceleration Option, the “Acceleration Conditions” shall mean that Tenant’s Board of Directors has determined in good faith that because of negative results in Tenant’s peganesitide Phase 3 clinical trials, as measured by failure to achieve the safety or efficacy primary endpoints, Tenant must abandon its current plans to substantially expand its commercial group and therefore cannot use the Expansion Space. Concurrently with Tenant’s Acceleration Notice, Tenant shall deliver to Landlord a certificate signed by an officer and the general counsel options of Tenant certifying that to extend the Board Term or expand the Premises shall immediately be deemed terminated and of Directors has made the foregoing determination in good faithno further force or effect.

Acceleration Option. 9.1 A. Tenant shall have the right to accelerate the Extended Termination Date (the “Acceleration Option”) to accelerate of the Extended Termination DateLease, with respect to the entire Expansion Space Premises only, from September 30January 16, 20142008 to January 16, to the day that is thirty (30) days after the date of Tenant’s Acceleration Notice (defined below) 2007 (the “Accelerated Expiration Termination Date”) (the “Acceleration”) ), if: A. (1) Tenant delivers to Landlord, no later than is not in default (beyond any applicable notice and cure or grace period) under the Lease at the date that Tenant provides Landlord with an Acceleration Notice (hereinafter defined); and (2) no part of the Premises is six sublet for a term extending past the Accelerated Termination Date; and (63) months after the date Lease has not been assigned; and (4) Landlord receives notice of this Amendment, a written notice acceleration (the “Acceleration Notice”) exercising the Acceleration Option;not later than July 16, 2006. B. Tenant is not in default under the Lease when Tenant delivers the Acceleration Notice to Landlord; C. No part of the Expansion Space is sublet past the Accelerated Expiration Date when Tenant delivers the Acceleration Notice to Landlord; D. The Lease has not been assigned before Tenant delivers the Acceleration Notice to Landlord; and E. The Acceleration Conditions (defined in Section 9.7 below) exist as of the date Tenant delivers its Acceleration Notice, and Tenant’s Acceleration Notice includes documentation thereof reasonably satisfactory to Landlord thereof. 9.2 If Tenant validly exercises the its Acceleration Option, then (i) notwithstanding any contrary provision of the LeaseTenant, but subject to the terms of this Section 9, the term of the Lease shall expire, with respect to the entire Expansion Space only (but not with respect to any other portion of the Premises then leased by Tenant under the Lease), on the Accelerated Expiration Date with the same force and effect as if such term were, by the provisions of the Lease, fixed to expire on the Accelerated Expiration Date; and (ii) without limiting the foregoing: A. The portions of the Base Rent schedules set forth in Section 5 of this Amendment that apply during the period following the Accelerated Expiration Date shall be deleted from this Amendment; and B. Tenant shall surrender the Expansion Space to Landlord in accordance with the terms of the Lease on or before the Accelerated Expiration Date; and C. Tenant shall remain liable for all rent (including, without limitation, monthly Base Rent and Property Expenses) and other amounts payable under the Lease for the period up to and to and including the Accelerated Expiration Date, even though ▇▇▇▇▇▇▇▇ for such amounts may occur after the Accelerated Expiration Date; and D. Tenant’s restoration obligations shall be as set forth in the Lease; and E. If Tenant fails to surrender any portion of the Expansion Space on or before the Accelerated Expiration Date, Tenant’s tenancy thereof shall be subject to Section 10 of the Lease; and F. Any other rights or obligations of Landlord or Tenant under the Lease that, in the absence of the Acceleration, would have survived the Extended Termination Date with respect to the Expansion Space shall survive the Accelerated Expiration Date. 9.3 If Tenant exercises the Acceleration Option, then concurrently simultaneously with delivery of the Acceleration Notice, Tenant Notice shall pay to LandlordLandlord the sum of (i) the unamortized portion of any concessions, commissions, allowances or other expenses incurred by Landlord in connection with this Amendment, plus (ii) 5 months’ Base Rent at the rate in effect for the 15th month of the Extended Term (collectively, the “Acceleration Fee”) as a fee in connection with the acceleration of the Extended Termination Date with respect to the Expansion Space only and not as a penalty, provided that the Acceleration Fee shall be increased by an amount (the “Acceleration Fee”) equal to the unamortized portion of any concessions, commissions, allowances or other expenses incurred by Landlord in connection with any additional space leased by Tenant that is subject to acceleration hereunder plus 5 months’ Base Rent, at the then applicable rate, applicable to such additional space. As of the date hereof, the commission incurred by Landlord in connection with this Amendment is $700,000.0065,471.68 and the concessions incurred by Landlord in connection with this Amendment are $12,591.00. Tenant shall remain liable for all Base Rent, Additional Rent and other sums due under the Lease up to and including the Accelerated Termination Date even though ▇▇▇▇▇▇▇▇ for such may occur subsequent to the Accelerated Termination Date. The “unamortized portion” of any of the foregoing shall be determined using an interest rate of 8% per annum. 9.4 IfC. If Tenant, after delivering subsequent to providing Landlord with an Acceleration Notice to LandlordNotice, Tenant defaults under (beyond any applicable notice and cure or grace period) in any of the provisions of the Lease (including, without limitation, by failing a failure to timely pay the Acceleration Fee), or at any time after delivering an Acceleration Notice and prior to the Accelerated Expiration Date any installment of the Acceleration Conditions are no longer trueFee due hereunder), Landlord, at its option, may (i) declare Tenant’s exercise of the Acceleration Option to be null and void (in which event Landlord shall return to Tenant void, and any Acceleration Fee received from paid to Landlord shall be returned to Tenant, but only after first applying it such Acceleration Fee against any past due rent)Rent under the Lease, or (ii) continue to honor Tenant’s exercise of its Acceleration Option Option, in which case, Tenant shall remain liable for the payment of the Acceleration Fee and for all Base Rent, Additional Rent and other sums due under the Lease up to and including the Accelerated Termination Date even though ▇▇▇▇▇▇▇▇ for such may occur subsequent to the Accelerated Termination Date. D. As of the date Tenant provides Landlord with an Acceleration Notice, any unexercised rights or options of Tenant to renew the term of the Lease or to expand the Premises (whether expansion options, rights of first or second refusal, rights of first or second offer, or other similar rights), and any outstanding tenant improvement allowance not claimed and properly utilized by Tenant in accordance with the terms hereofLease as of such date, shall immediately be deemed terminated and no longer available or of any further force or effect. 9.5 If Tenant validly exercises the Acceleration Option, Landlord shall prepare an amendment (the “Acceleration Amendment”) reflecting the same. Landlord shall deliver the Acceleration Amendment to Tenant within a reasonable time after receiving the Acceleration Notice, and Tenant shall execute and return the Acceleration Amendment to Landlord within 15 days after receiving it. An otherwise valid exercise of the Acceleration Option shall be fully effective whether or not the Acceleration Amendment is executed. 9.6 Notwithstanding any contrary provision of the Lease, as amended, from and after the date Tenant delivers an Acceleration Notice to Landlord, Tenant’s rights with respect to the Expansion Allowance shall automatically terminate and Landlord shall have no obligation to disburse or otherwise apply any portion of the Expansion Allowance, and the entire Expansion Allowance shall accrue to the benefit of Landlord. 9.7 For purposes of this Acceleration Option, the “Acceleration Conditions” shall mean that Tenant’s Board of Directors has determined in good faith that because of negative results in Tenant’s peganesitide Phase 3 clinical trials, as measured by failure to achieve the safety or efficacy primary endpoints, Tenant must abandon its current plans to substantially expand its commercial group and therefore cannot use the Expansion Space. Concurrently with Tenant’s Acceleration Notice, Tenant shall deliver to Landlord a certificate signed by an officer and the general counsel of Tenant certifying that the Board of Directors has made the foregoing determination in good faith.

Acceleration Option. 9.1 4.01 Tenant shall have the right to accelerate the Termination Date (the “Acceleration Option”) to accelerate of the Extended Termination DateLease, with respect to the entire Expansion Space Premises only, from September 30, 2014, the last day of the Term to the date which is the last day that is thirty (30) days after of the date 36th month of Tenant’s Acceleration Notice (defined below) the Term (the “Accelerated Expiration Termination Date”) (the “Acceleration”) ), if: A. Tenant delivers to Landlord, no later than the date that is six (6a) months after the date of this Amendment, a written notice (the “Acceleration Notice”) exercising the Acceleration Option; B. Tenant is not in default under the Lease when at the date Tenant delivers the provides Landlord with an Acceleration Notice to Landlord;(hereinafter defined); and C. No (b) no part of the Expansion Space Premises is sublet for a term extending past the Accelerated Expiration Date when Tenant delivers Termination Date; and (c) the Acceleration Notice to Landlord; D. The Lease has not been assigned before Tenant delivers the Acceleration Notice to Landlordassigned; and E. The Acceleration Conditions (defined in Section 9.7 belowd) exist as Landlord receives notice of the date Tenant delivers its acceleration (“Acceleration Notice, and Tenant’s Acceleration Notice includes documentation thereof reasonably satisfactory to Landlord thereof. 9.2 If Tenant validly exercises the Acceleration Option, then (i”) notwithstanding any contrary provision of the Lease, but subject not less than 6 full calendar months prior to the terms of this Section 9, the term of the Lease shall expire, with respect to the entire Expansion Space only (but not with respect to any other portion of the Premises then leased by Tenant under the Lease), on the Accelerated Expiration Date with the same force and effect as if such term were, by the provisions of the Lease, fixed to expire on the Accelerated Expiration Date; and (ii) without limiting the foregoing: A. The portions of the Base Rent schedules set forth in Section 5 of this Amendment that apply during the period following the Accelerated Expiration Date shall be deleted from this Amendment; and B. Tenant shall surrender the Expansion Space to Landlord in accordance with the terms of the Lease on or before the Accelerated Expiration Date; and C. Tenant shall remain liable for all rent (including, without limitation, monthly Base Rent and Property Expenses) and other amounts payable under the Lease for the period up to and to and including the Accelerated Expiration Date, even though ▇▇▇▇▇▇▇▇ for such amounts may occur after the Accelerated Expiration Date; and D. Tenant’s restoration obligations shall be as set forth in the Lease; and E. If Tenant fails to surrender any portion of the Expansion Space on or before the Accelerated Expiration Date, Tenant’s tenancy thereof shall be subject to Section 10 of the Lease; and F. Any other rights or obligations of Landlord or Tenant under the Lease that, in the absence of the Acceleration, would have survived the Extended Termination Date with respect to the Expansion Space shall survive the Accelerated Expiration Date. 9.3 4.02 If Tenant exercises the its Acceleration Option, then concurrently with delivery of the Acceleration Notice, Tenant shall pay to LandlordLandlord the sum of $326,939.40 (the “Acceleration Fee”), as a fee in connection with the acceleration of the Extended Termination Date with respect to the Expansion Space only and not as a penalty, an amount (. Tenant shall pay the “Acceleration Fee”) equal Fee to $700,000.00Landlord simultaneously with Tenant’s delivery of the Acceleration Notice. 9.4 If4.03 If Tenant, after delivering subsequent to providing Landlord with an Acceleration Notice to LandlordNotice, Tenant defaults under in any of the provisions of this Lease (including, without limitation, by failing a failure to timely pay the Acceleration Fee), or at any time after delivering an Acceleration Notice and prior to the Accelerated Expiration Date any installment of the Acceleration Conditions are no longer trueFee due hereunder), Landlord, at its option, may (i) declare Tenant’s exercise of the Acceleration Option to be null and void (in which event Landlord shall return to Tenant void, and any Acceleration Fee received from paid to Landlord shall be returned to Tenant, but only after first applying it such Acceleration Fee against any past due rent)Rent under the Lease, or (ii) continue to honor Tenant’s exercise of its Acceleration Option Option, in which case, Tenant shall remain liable for the payment of the Acceleration Fee and for all Base Rent, Additional Rent and other sums due under the Lease up to and including the Accelerated Termination Date even though ▇▇▇▇▇▇▇▇ for such may occur subsequent to the Accelerated Termination Date. 4.04 As of the date Tenant provides Landlord with an Acceleration Notice, any unexercised rights or options of Tenant to renew the Term of the Lease or to expand the Premises (whether expansion options, rights of first or second refusal, rights of first or second offer, or other similar rights), and any outstanding tenant improvement allowance not claimed and properly utilized by Tenant in accordance with the terms hereofLease as of such date, shall immediately be deemed terminated and no longer available or of any further force or effect. 9.5 If Tenant validly exercises the Acceleration Option, Landlord shall prepare an amendment (the “Acceleration Amendment”) reflecting the same. Landlord shall deliver the Acceleration Amendment to Tenant within a reasonable time after receiving the Acceleration Notice, and Tenant shall execute and return the Acceleration Amendment to Landlord within 15 days after receiving it. An otherwise valid exercise of the Acceleration Option shall be fully effective whether or not the Acceleration Amendment is executed. 9.6 Notwithstanding any contrary provision of the Lease, as amended, from and after the date Tenant delivers an Acceleration Notice to Landlord, Tenant’s rights with respect to the Expansion Allowance shall automatically terminate and Landlord shall have no obligation to disburse or otherwise apply any portion of the Expansion Allowance, and the entire Expansion Allowance shall accrue to the benefit of Landlord. 9.7 For purposes of this Acceleration Option, the “Acceleration Conditions” shall mean that Tenant’s Board of Directors has determined in good faith that because of negative results in Tenant’s peganesitide Phase 3 clinical trials, as measured by failure to achieve the safety or efficacy primary endpoints, Tenant must abandon its current plans to substantially expand its commercial group and therefore cannot use the Expansion Space. Concurrently with Tenant’s Acceleration Notice, Tenant shall deliver to Landlord a certificate signed by an officer and the general counsel of Tenant certifying that the Board of Directors has made the foregoing determination in good faith.

Acceleration Option. 9.1 A. Tenant shall have the right to accelerate the Termination Date (the “Acceleration Option”) to accelerate of the Extended Termination DateLease, with respect to the entire Expansion Space Premises only, from September 30December 31, 20142006 to February 28, to the day that is thirty (30) days after the date of Tenant’s Acceleration Notice (defined below) 2008 (the “Accelerated Expiration DateTermination Data”) (the “Acceleration”) ), if: A. Tenant delivers to Landlord, no later than the date that is six (6) months after the date of this Amendment, a written notice (the “Acceleration Notice”) exercising the Acceleration Option; B. 1. Tenant is not in default under the Lease when at the date Tenant delivers the provides Landlord with an Acceleration Notice to Landlord;(hereinafter defined); and C. No 2. no part of the Expansion Space Premises is sublet for a term extending past the Accelerated Expiration Date when Tenant delivers Termination Date; and 3. the Acceleration Notice to Landlord; D. The Lease has not been assigned before Tenant delivers the Acceleration Notice to Landlordassigned; and E. The Acceleration Conditions 4. Landlord receives notice of acceleration (defined in Section 9.7 below) exist as of the date Tenant delivers its “Acceleration Notice, and Tenant’s Acceleration Notice includes documentation thereof reasonably satisfactory to Landlord thereof”) during the month of January 2006. 9.2 If Tenant validly exercises the Acceleration Option, then (i) notwithstanding any contrary provision of the Lease, but subject to the terms of this Section 9, the term of the Lease shall expire, with respect to the entire Expansion Space only (but not with respect to any other portion of the Premises then leased by Tenant under the Lease), on the Accelerated Expiration Date with the same force and effect as if such term were, by the provisions of the Lease, fixed to expire on the Accelerated Expiration Date; and (ii) without limiting the foregoing: A. The portions of the Base Rent schedules set forth in Section 5 of this Amendment that apply during the period following the Accelerated Expiration Date shall be deleted from this Amendment; and B. Tenant shall surrender the Expansion Space to Landlord in accordance with the terms of the Lease on or before the Accelerated Expiration Date; and C. Tenant shall remain liable for all rent (includingBase Rent, without limitation, monthly Base Additional Rent and Property Expenses) and other amounts payable sums due under the Lease for the period up to and to and including the Accelerated Expiration Date, Termination Date even though ▇▇▇▇▇▇▇▇ for such amounts may occur after subsequent to the Accelerated Expiration Date; and D. Tenant’s restoration obligations shall be as set forth in the Lease; and E. If Tenant fails to surrender any portion of the Expansion Space on or before the Accelerated Expiration Date, Tenant’s tenancy thereof shall be subject to Section 10 of the Lease; and F. Any other rights or obligations of Landlord or Tenant under the Lease that, in the absence of the Acceleration, would have survived the Extended Termination Date with respect to the Expansion Space shall survive the Accelerated Expiration Date. 9.3 C. If Tenant exercises the Acceleration OptionTenant, then concurrently subsequent to providing Landlord with delivery of the an Acceleration Notice, Tenant shall pay to Landlord, as a fee defaults in connection with the acceleration of the Extended Termination Date with respect to the Expansion Space only and not as a penalty, an amount (the “Acceleration Fee”) equal to $700,000.00. 9.4 If, after delivering an Acceleration Notice to Landlord, Tenant defaults under the Lease (including, without limitation, by failing to timely pay the Acceleration Fee), or at any time after delivering an Acceleration Notice and prior to the Accelerated Expiration Date any of the Acceleration Conditions are no longer trueprovisions of this Lease, Landlord, at its option, may (i) declare Tenant’s exercise of the Acceleration Option to be null and void (in which event Landlord shall return to Tenant any Acceleration Fee received from Tenant, but only after applying it against any past due rent)void, or (ii) continue to honor Tenant’s exercise of its Acceleration Option Option, in which case, Tenant shall remain liable for all Base Rent, Additional Rent and other sums due under the Lease up to and including the Accelerated Termination Date even though ▇▇▇▇▇▇▇▇ for such may occur subsequent to the Accelerated Termination Date. D. As of the date Tenant provides Landlord with an Acceleration Notice, any unexercised rights or options of Tenant to renew the Term of the Lease or to expand the Premises (whether expansion options, rights of first or second refusal, rights of first or second offer, or other similar rights), and any outstanding tenant improvement allowance not claimed and properly utilized by Tenant in accordance with the terms hereof. 9.5 If Tenant validly exercises the Acceleration OptionLease as of such date, Landlord shall prepare an amendment immediately be deemed terminated and no longer available or of any further force or effect. Matter I.D. Number: October 20, 2005 1 This Exhibit (the “Acceleration AmendmentParking Agreement”) reflecting is attached to and made a part of the Lease by and between CA-POINT WEST LIMITED PARTNERSHIP, a Delaware limited partnership (“Landlord”) and DIGITAL MUSICWORKS INTERNATIONAL, INC., a California corporation (“Tenant”) for space in the Building located at ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇. 1. During the initial Term, Tenant agrees to lease from Landlord and Landlord agrees to lease to Tenant a total of 13 non-reserved parking spaces and 0 reserved parking spaces in the parking facility servicing the Building (“Parking Facility”). During the initial Term, there shall be no charge for such parking spaces. Tenant may, from time to time request additional parking spaces, and if Landlord shall provide the same. Landlord , such parking spaces shall deliver the Acceleration Amendment to Tenant within be provided and used on a reasonable time after receiving the Acceleration Noticemonth-to-month basis, and Tenant otherwise on the following terms and provisions, and at such prevailing monthly parking charges as shall execute and return the Acceleration Amendment be established from time to time. Such charges, if any, shall be payable in advance to Landlord within 15 days after receiving it. An otherwise valid exercise of the Acceleration Option or such other entity as designated by Landlord, and shall be fully effective whether or not the Acceleration Amendment is executed. 9.6 Notwithstanding any contrary provision of the Lease, as amended, from and after the date Tenant delivers an Acceleration Notice to Landlord, Tenant’s rights with respect to the Expansion Allowance shall automatically terminate and Landlord shall have no obligation to disburse or otherwise apply any portion of the Expansion Allowance, and the entire Expansion Allowance shall accrue to the benefit of Landlord. 9.7 For purposes of this Acceleration Option, the “Acceleration Conditions” shall mean that Tenant’s Board of Directors has determined in good faith that because of negative results in Tenant’s peganesitide Phase 3 clinical trials, as measured by failure to achieve the safety or efficacy primary endpoints, Tenant must abandon its current plans to substantially expand its commercial group and therefore cannot use the Expansion Space. Concurrently sent concurrent with Tenant’s Acceleration Noticepayment of monthly Base Rent to the address Landlord designates from time to time. Except as otherwise set forth herein below, no deductions from such charges, if any, shall be made for days on which the Parking Facility is not used by Tenant. 2. Tenant shall deliver at all times comply with all applicable ordinances, rules, regulations, codes, laws, statutes and requirements of all federal, state, county and municipal governmental bodies or their subdivisions respecting the use of the Parking Facility. Landlord reserves the right to adopt, modify and enforce reasonable rules (“Rules”) governing the use of the Parking Facility from time to time including any key-card, sticker or other identification or entrance system and hours of operation. Landlord a certificate signed by an officer may refuse to permit any person who violates such Rules to park in the Parking Facility, and any violation of the general counsel of Rules shall subject the car to removal from the Parking Facility. Tenant certifying that shall comply with and cause its employees to comply with all the Board of Directors has made the foregoing determination in good faithRules as well as all reasonable additions and amendments thereto.

Acceleration Option. 9.1 Second Exhibit F of the Lease, Additional Provisions, Section 5, “Acceleration Option,” is deleted and the following substituted therefor: (1) Tenant shall have the one-time right (the “Acceleration Option”) to accelerate the Extended Termination DateDate (“Acceleration Option”), with respect to the entire Expansion Space Premises only, from September the scheduled Extended Termination Date to November 30, 2014, to the day that is thirty (30) days after the date of Tenant’s Acceleration Notice (defined below) 2009 (the “Accelerated Expiration Termination Date”) (the “Acceleration”) ), if: A. Tenant delivers to Landlord, no later than the date that is six (6a) months after the date of this Amendment, a written notice (the “Acceleration Notice”) exercising the Acceleration Option; B. Tenant is not in default under the Lease when at the date Tenant delivers the provides Landlord with an Acceleration Notice to Landlord;(hereinafter defined); and C. No (b) no part of the Expansion Space Premises is sublet for a term extending past the Accelerated Expiration Date when Tenant delivers Termination Date; and (c) the Acceleration Notice to Landlord; D. The Lease has not been assigned before Tenant delivers the Acceleration Notice to Landlord(other than a Permitted Transfer); and E. The Acceleration Conditions (defined in Section 9.7 belowd) exist as Landlord receives notice of the date Tenant delivers its acceleration (“Acceleration Notice”) not later than November 30, and Tenant’s Acceleration Notice includes documentation thereof reasonably satisfactory to Landlord thereof2008. 9.2 (2) If Tenant validly exercises the its Acceleration Option, then Tenant, shall pay to Landlord an amount equal to the unamortized portion of (i) notwithstanding any contrary provision the commissions paid to Tenant’s Broker and to Landlord’s Broker with respect to (a) the portion of the Lease, but subject to the terms of this Section 9, the term initial Term of the Lease shall expirecommencing on the Expansion Effective Date, as it relates to the Expansion Space, and (b) the Extended Term, as it relates to both the Original Premises and the Expansion Space; (ii) $973,215.00 incurred by Landlord with respect to the entire Landlord Work in the Expansion Space only Space, assuming such sum was amortized, together with interest at a rate of 9% per annum, over (but not with respect to any other a) the portion of the Premises then initial Term of the Lease commencing on the Expansion Effective Date, and (b) the Extended Term; plus (iii) 3 months’ Rent for the Premises, at the rate payable as of the Accelerated Termination Date (collectively, the “Acceleration Fee”) as a fee in connection with the acceleration of the Termination Date and not as a penalty, provided that the Acceleration Fee shall be increased by an amount equal to the unamortized portion of any concessions, real estate brokerage commissions, tenant improvement allowances or other expenses incurred by Landlord in connection with any additional space leased by Tenant under that is subject to acceleration hereunder, plus 3 months’ Rent for the Lease)Premises, on at the rate payable as of the Accelerated Expiration Date with the same force and effect as if such term were, by the provisions of the Lease, fixed to expire on the Accelerated Expiration Termination Date; and (ii) without limiting the foregoing: A. The portions of the Base Rent schedules set forth in Section 5 of this Amendment that apply during the period following the Accelerated Expiration Date shall be deleted from this Amendment; and B. Tenant shall surrender the Expansion Space to Landlord in accordance with the terms of the Lease on or before the Accelerated Expiration Date; and C. . Tenant shall remain liable for all rent (includingBase Rent, without limitation, monthly Base Additional Rent and Property Expenses) and other amounts payable sums due under the Lease for the period up to and to and including the Accelerated Expiration Date, Date even though ▇▇▇▇▇▇▇▇ for such amounts may occur after subsequent to the Accelerated Expiration Date; and D. Tenant’s restoration obligations shall be as set forth in the Lease; and E. If Tenant fails to surrender any portion . Within 30 days of the Expansion Space on or before the Accelerated Expiration Date, Tenant’s tenancy thereof shall be subject to Section 10 of the Lease; and F. Any other rights or obligations of Landlord or Tenant under the Lease that, in the absence of the Acceleration, would have survived the Extended Termination Date with respect to the Expansion Space shall survive the Accelerated Expiration Date. 9.3 If Tenant exercises the Acceleration Option, then concurrently with delivery receipt of the Acceleration NoticeNotice from Tenant, Landlord shall present to Tenant an invoice for the Acceleration Fee, calculated pursuant to the terms of this Section 10.05(2), and Tenant shall pay such Acceleration Fee to Landlord within 30 days of receipt of said invoice from Landlord. (3) If Tenant, as a fee subsequent to providing Landlord with an Acceleration Notice, defaults in connection with the acceleration any of the Extended Termination Date with respect to the Expansion Space only and not as a penalty, an amount (the “Acceleration Fee”) equal to $700,000.00. 9.4 If, after delivering an Acceleration Notice to Landlord, Tenant defaults under the provisions of this Lease (including, without limitation, by failing a failure to timely pay the Acceleration Fee), or at any time after delivering an Acceleration Notice and prior to the Accelerated Expiration Date any installment of the Acceleration Conditions are no longer trueFee due hereunder), Landlord, at its option, may (i) declare Tenant’s exercise of the Acceleration Option to be null and void (in which event Landlord shall return to Tenant void, and any Acceleration Fee received from paid to Landlord shall be returned to Tenant, but only after first applying it such Acceleration Fee against any past due rent)Rent under the Lease, or (ii) continue to honor Tenant’s exercise of its Acceleration Option Option, in which case, Tenant shall remain liable for the payment of the Acceleration Fee and for all Base Rent, Additional Rent and other sums due under the Lease up to and including the Accelerated Termination Date even though ▇▇▇▇▇▇▇▇ for such may occur subsequent to the Accelerated Termination Date. (4) As of the date Tenant provides Landlord with an Acceleration Notice, any unexercised rights or options of Tenant to renew the Extended Term or to expand the Premises (whether expansion options, rights of first or second refusal, rights of first or second offer, or other similar rights), and any outstanding tenant improvement allowance not claimed and properly utilized by Tenant in accordance with the terms hereofLease as of such date, shall immediately be deemed terminated and no longer available or of any further force or effect. 9.5 If Tenant validly exercises the Acceleration Option, Landlord shall prepare an amendment (the “Acceleration Amendment”) reflecting the same. Landlord shall deliver the Acceleration Amendment to Tenant within a reasonable time after receiving the Acceleration Notice, and Tenant shall execute and return the Acceleration Amendment to Landlord within 15 days after receiving it. An otherwise valid exercise of the Acceleration Option shall be fully effective whether or not the Acceleration Amendment is executed. 9.6 Notwithstanding any contrary provision of the Lease, as amended, from and after the date Tenant delivers an Acceleration Notice to Landlord, Tenant’s rights with respect to the Expansion Allowance shall automatically terminate and Landlord shall have no obligation to disburse or otherwise apply any portion of the Expansion Allowance, and the entire Expansion Allowance shall accrue to the benefit of Landlord. 9.7 For purposes of this Acceleration Option, the “Acceleration Conditions” shall mean that Tenant’s Board of Directors has determined in good faith that because of negative results in Tenant’s peganesitide Phase 3 clinical trials, as measured by failure to achieve the safety or efficacy primary endpoints, Tenant must abandon its current plans to substantially expand its commercial group and therefore cannot use the Expansion Space. Concurrently with Tenant’s Acceleration Notice, Tenant shall deliver to Landlord a certificate signed by an officer and the general counsel of Tenant certifying that the Board of Directors has made the foregoing determination in good faith.

Acceleration Option. 9.1 A. Tenant shall have the right to accelerate the Termination Date (the “Acceleration Option”) to accelerate of the Extended Termination DateLease, with respect to the entire Expansion Space Premises only, from September 30, 2014, the last day of the 36th month after the Commencement Date to the last day that is thirty (30) days after of the date 24th month of Tenant’s Acceleration Notice (defined below) the Term (the “Accelerated Expiration Termination Date”) (the “Acceleration”) ), if: A. Tenant delivers to Landlord, no later than the date that is six (6) months after the date of this Amendment, a written notice (the “Acceleration Notice”) exercising the Acceleration Option; B. 1. Tenant is not in default under the Lease when at the date Tenant delivers the provides Landlord with an Acceleration Notice to Landlord;(hereinafter defined); and C. No 2. no part of the Expansion Space Premises is sublet for a term extending past the Accelerated Expiration Date when Tenant delivers Termination Date; and 3. the Acceleration Notice to Landlord; D. The Lease has not been assigned before assigned, except in connection with a Permitted Transfer; and 4. Landlord receives notice of acceleration (“Acceleration Notice”) not less than 3 full calendar months prior to the Accelerated Termination Date. B. If Tenant delivers exercises its Acceleration Option, Tenant, simultaneously with delivery of the Acceleration Notice shall pay to Landlord; and E. The Landlord an amount equal to the unamortized portion of any concessions, commissions, and/or allowances incurred by Landlord in connection with the Premises (collectively, the “Acceleration Conditions (defined Fee”) as a fee in Section 9.7 below) exist as connection with the acceleration of the date Tenant delivers its Acceleration NoticeTermination Date and not as a penalty, and Tenant’s Acceleration Notice includes documentation thereof reasonably satisfactory to Landlord thereof. 9.2 If Tenant validly exercises provided that the Acceleration Option, then (i) notwithstanding any contrary provision of the Lease, but subject Fee shall be increased by an amount equal to the terms of this Section 9, the term of the Lease shall expire, with respect to the entire Expansion Space only (but not with respect to any other unamortized portion of the Premises then any concessions, commissions, and/or allowances incurred by Landlord in connection with any additional space leased by Tenant under the Lease), on the Accelerated Expiration Date with the same force and effect as if such term were, by the provisions of the Lease, fixed that is subject to expire on the Accelerated Expiration Date; and (ii) without limiting the foregoing: A. The portions of the Base Rent schedules set forth in Section 5 of this Amendment that apply during the period following the Accelerated Expiration Date shall be deleted from this Amendment; and B. Tenant shall surrender the Expansion Space to Landlord in accordance with the terms of the Lease on or before the Accelerated Expiration Date; and C. acceleration hereunder. Tenant shall remain liable for all rent (includingBase Rent, without limitation, monthly Base Additional Rent and Property Expenses) and other amounts payable sums due under the Lease for the period up to and to and including the Accelerated Expiration Date, Termination Date even though ▇▇▇▇▇▇▇▇ for such amounts may occur after subsequent to the Accelerated Expiration Termination Date; and D. Tenant’s restoration obligations . The “unamortized portion” of any of the foregoing shall be as set forth determined using an interest rate of 11% per annum. The Total Acceleration Fee will not exceed $10,000.00 and shall cover all items included in the Lease; andthis Section II. B. E. C. If Tenant fails Tenant, subsequent to surrender any portion of the Expansion Space on or before the Accelerated Expiration Date, Tenant’s tenancy thereof shall be subject to Section 10 of the Lease; and F. Any other rights or obligations of providing Landlord or Tenant under the Lease that, in the absence of the Acceleration, would have survived the Extended Termination Date with respect to the Expansion Space shall survive the Accelerated Expiration Date. 9.3 If Tenant exercises the Acceleration Option, then concurrently with delivery of the an Acceleration Notice, Tenant shall pay to Landlord, as a fee defaults in connection with the acceleration any of the Extended Termination Date with respect to the Expansion Space only and not as a penalty, an amount (the “Acceleration Fee”) equal to $700,000.00. 9.4 If, after delivering an Acceleration Notice to Landlord, Tenant defaults under the provisions of this Lease (including, without limitation, by failing a failure to timely pay the Acceleration Fee), or at any time after delivering an Acceleration Notice and prior to the Accelerated Expiration Date any installment of the Acceleration Conditions are no longer trueFee due hereunder) and not cure such default in ten (10) days, Landlord, at its option, may (i) declare Tenant’s exercise of the Acceleration Option to be null and void (in which event Landlord shall return to Tenant void, and any Acceleration Fee received from paid to Landlord shall be returned to Tenant, but only after first applying it such Acceleration Fee against any past due rent)Rent under the Lease, or (ii) continue to honor Tenant’s exercise of its Acceleration Option Option, in which case, Tenant shall remain liable for the payment of the Acceleration Fee and for all Base Rent, Additional Rent and other sums due under the Lease up to and including the Accelerated Termination Date even though ▇▇▇▇▇▇▇▇ for such may occur subsequent to the Accelerated Termination Date. D. As of the date Tenant provides Landlord with an Acceleration Notice, any unexercised rights or options of Tenant to renew the Term of the Lease or to expand the Premises (whether expansion options, rights of first or second refusal, rights of first or second offer, or other similar rights), and any outstanding tenant improvement allowance not claimed and properly utilized by Tenant in accordance with the terms hereofLease as of such date, shall immediately be deemed terminated and no longer available or of any further force or effect. 9.5 If Tenant validly exercises the Acceleration Option, Landlord shall prepare an amendment (the “Acceleration Amendment”) reflecting the same. Landlord shall deliver the Acceleration Amendment to Tenant within a reasonable time after receiving the Acceleration Notice, and Tenant shall execute and return the Acceleration Amendment to Landlord within 15 days after receiving it. An otherwise valid exercise of the Acceleration Option shall be fully effective whether or not the Acceleration Amendment is executed. 9.6 Notwithstanding any contrary provision of the Lease, as amended, from and after the date Tenant delivers an Acceleration Notice to Landlord, Tenant’s rights with respect to the Expansion Allowance shall automatically terminate and Landlord shall have no obligation to disburse or otherwise apply any portion of the Expansion Allowance, and the entire Expansion Allowance shall accrue to the benefit of Landlord. 9.7 For purposes of this Acceleration Option, the “Acceleration Conditions” shall mean that Tenant’s Board of Directors has determined in good faith that because of negative results in Tenant’s peganesitide Phase 3 clinical trials, as measured by failure to achieve the safety or efficacy primary endpoints, Tenant must abandon its current plans to substantially expand its commercial group and therefore cannot use the Expansion Space. Concurrently with Tenant’s Acceleration Notice, Tenant shall deliver to Landlord a certificate signed by an officer and the general counsel of Tenant certifying that the Board of Directors has made the foregoing determination in good faith.

Acceleration Option. 9.1 Tenant shall have the right (the “Acceleration Option”) to accelerate the Extended Termination Dateexpiration date of the Lease, with respect to the entire Expansion Space Premises only, from September the Extended Expiration Date to August 30, 2014, to the day that is thirty (30) days after the date of Tenant’s Acceleration Notice (defined below) 2027 (the “Accelerated Expiration Date”) (the “Acceleration”) if: A. (A) Tenant delivers to Landlord, no later than the date that is six (6) months after the date of this AmendmentFebruary 28, 2027, a written notice (the “Acceleration Notice”) exercising the Acceleration Option;. B. (B) Tenant is not in default under the Lease when Tenant delivers the Acceleration Notice to Landlord; C. No (C) no part of the Expansion Space Premises is sublet past the Accelerated Expiration Date when Tenant delivers the Acceleration Notice to Landlord;; and D. The (D) the Lease has not been assigned before Tenant delivers the Acceleration Notice to Landlord; and E. The Acceleration Conditions (defined in Section 9.7 below) exist as of the date Tenant delivers its Acceleration Notice, and Tenant’s Acceleration Notice includes documentation thereof reasonably satisfactory to Landlord thereof. 9.2 If Tenant validly exercises the Acceleration Option, then (i) notwithstanding any contrary provision of the Lease, but subject to the terms of this Section 9, the term of the Lease shall expire, with respect to the entire Expansion Space only (but not with respect to any other portion of the Premises then leased by Tenant under the Lease)Premises, on the Accelerated Expiration Date with the same force and effect as if such term were, by the provisions of the Lease, fixed to expire on the Accelerated Expiration Date; and (ii) without limiting the foregoing: A. The portions of the Base Rent schedules set forth in Section 5 of this Amendment that apply during the period following the Accelerated Expiration Date shall be deleted from this Amendment; and B. Tenant : (a)Tenant shall surrender the Expansion Space Premises to Landlord in accordance with the terms of the Lease on or before the Accelerated Expiration Date; and C. (b) Tenant shall remain liable for all rent (including, without limitation, monthly Base Rent and Property Expenses) and other amounts payable under the Lease (as amended) for the period up to and to and including the Accelerated Expiration Date, even though ▇b▇▇▇▇▇▇▇ for such amounts may occur after the Accelerated Expiration Date; and D. (c) Tenant’s restoration obligations shall be as set forth in the LeaseLease (as amended); and E. If (d) if Tenant fails to surrender any portion of the Expansion Space Premises on or before the Accelerated Expiration Date, Tenant’s tenancy thereof shall be subject to Section 10 16 of the LeaseLease (as amended); and F. Any and (e) any other rights or obligations of Landlord or Tenant under the Lease (as amended) that, in the absence of the Acceleration, would have survived the Extended Termination Date with respect to scheduled expiration date of the Expansion Space Lease (as amended) shall survive the Accelerated Expiration Date. 9.3 If Tenant exercises the Acceleration Option, then Tenant shall pay to Landlord (concurrently with the delivery of the Acceleration Notice, Tenant shall pay to Landlord), as a fee in connection with the acceleration of the Extended Termination Date with respect to expiration date of the Expansion Space only Lease and not as a penalty, an amount (the “Acceleration Fee”) equal to $700,000.0088,600.80. 9.4 If, after delivering an Acceleration Notice to Landlord, Tenant defaults under the Lease (as amended) (including, without limitation, by failing to timely pay the Acceleration Fee), or at any time after delivering an Acceleration Notice and prior to the Accelerated Expiration Date any of the Acceleration Conditions are no longer true, Landlord, at its option, may (i) declare Tenant’s exercise of the Acceleration Option to be null and void (in which event Landlord shall return to Tenant any Acceleration Fee received from Tenant, but only after applying it against any past due rentRent), or (ii) continue to honor TenantT▇▇▇▇▇’s exercise of its Acceleration Option in accordance with the terms hereof. 9.5 If Tenant validly exercises the Acceleration Option, Landlord shall prepare an amendment (the “Acceleration Amendment”) reflecting the same. Landlord shall deliver the Acceleration Amendment to Tenant within a reasonable time 15 days after receiving the Acceleration Notice, and Tenant shall execute and return the Acceleration Amendment to Landlord within 15 days after receiving it. An At Landlord’s option, an otherwise valid exercise of the Acceleration Option shall be fully effective whether or not the Acceleration Amendment is executed. 9.6 Notwithstanding any contrary provision of the Lease, Lease (as amended), from and after the date Tenant delivers an Acceleration Notice to Landlord, Tenant’s rights (a) any unexercised right or option of Tenant to renew or extend the term of the Lease (as amended) or to expand the Premises (whether in the form of an expansion option, right of first offer or refusal, or any other similar right), and any outstanding tenant improvement allowance or other allowance not claimed and properly used by Tenant in accordance with respect to the Expansion Allowance Lease (as amended) as of such date, shall automatically terminate immediately be deemed terminated and Landlord no longer available or of any further Matter ID: AR070623.3 FILENAME \* MERGEFORMAT force or effect, and (b) Tenant shall have no obligation to disburse not sublease all or otherwise apply any portion of the Expansion Allowance, and Premises for any period following the entire Expansion Allowance shall accrue to the benefit of LandlordAccelerated Expiration Date. 9.7 For purposes of this Acceleration Option, the “Acceleration Conditions” shall mean that Tenant’s Board of Directors has determined in good faith that because of negative results in Tenant’s peganesitide Phase 3 clinical trials, as measured by failure to achieve the safety or efficacy primary endpoints, Tenant must abandon its current plans to substantially expand its commercial group and therefore cannot use the Expansion Space. Concurrently with Tenant’s Acceleration Notice, Tenant shall deliver to Landlord a certificate signed by an officer and the general counsel of Tenant certifying that the Board of Directors has made the foregoing determination in good faith.

Acceleration Option. 9.1 2.01 Tenant shall have the right (the “Acceleration Option”) to accelerate the Extended Termination DateDate ("ACCELERATION OPTION") of the Lease, with respect to the entire Expansion Space Premises only, from September 30October 31, 20142009 to October 31, to the day that is thirty (30) days after the date of Tenant’s Acceleration Notice (defined below) 2007 (the “Accelerated Expiration Date”) (the “Acceleration”) "ACCELERATED TERMINATION DATE"), if: A. Tenant delivers to Landlord, no later than the date that is six (6a) months after the date of this Amendment, a written notice (the “Acceleration Notice”) exercising the Acceleration Option; B. Tenant is not in default under the Lease when at the date Tenant delivers the provides Landlord with an Acceleration Notice to Landlord;(hereinafter defined); and C. No (b) no part of the Expansion Space Premises is sublet for a term extending past the Accelerated Expiration Date when Tenant delivers Termination Date; and (c) the Acceleration Notice to Landlord; D. The Lease has not been assigned before Tenant delivers the Acceleration Notice to Landlordassigned; and E. The Acceleration Conditions (defined in Section 9.7 belowd) exist as Landlord receives notice of acceleration ("ACCELERATION NOTICE") not less than 9 full calendar months prior to the date Tenant delivers its Acceleration Notice, and Tenant’s Acceleration Notice includes documentation thereof reasonably satisfactory to Landlord thereofAccelerated Termination Date. 9.2 2.02 If Tenant validly exercises the its Acceleration Option, then (i) notwithstanding any contrary provision of the LeaseTenant, but subject to the terms of this Section 9, the term of the Lease shall expire, with respect to the entire Expansion Space only (but not with respect to any other portion of the Premises then leased by Tenant under the Lease), on the Accelerated Expiration Date with the same force and effect as if such term were, by the provisions of the Lease, fixed to expire on the Accelerated Expiration Date; and (ii) without limiting the foregoing: A. The portions of the Base Rent schedules set forth in Section 5 of this Amendment that apply during the period following the Accelerated Expiration Date shall be deleted from this Amendment; and B. Tenant shall surrender the Expansion Space to Landlord in accordance with the terms of the Lease on or before the Accelerated Expiration Date; and C. Tenant shall remain liable for all rent (including, without limitation, monthly Base Rent and Property Expenses) and other amounts payable under the Lease for the period up to and to and including the Accelerated Expiration Date, even though ▇▇▇▇▇▇▇▇ for such amounts may occur after the Accelerated Expiration Date; and D. Tenant’s restoration obligations shall be as set forth in the Lease; and E. If Tenant fails to surrender any portion of the Expansion Space on or before the Accelerated Expiration Date, Tenant’s tenancy thereof shall be subject to Section 10 of the Lease; and F. Any other rights or obligations of Landlord or Tenant under the Lease that, in the absence of the Acceleration, would have survived the Extended Termination Date with respect to the Expansion Space shall survive the Accelerated Expiration Date. 9.3 If Tenant exercises the Acceleration Option, then concurrently simultaneously with delivery of the Acceleration Notice, Tenant Notice shall pay to Landlord, as Landlord a fee (the "ACCELERATION FEE") in connection with the acceleration of the Extended Termination Date with respect to the Expansion Space only and not as a penalty. The Acceleration Fee shall be equal to the unamortized portion of any concessions, commissions, allowances and other expenses incurred by Landlord in connection with the leasing of the Premises to Tenant, plus 6 months Base Rent, at the then applicable rate, applicable to the Premises. The Acceleration Fee shall be increased by an amount (the “Acceleration Fee”) equal to $700,000.00the unamortized portion of any concessions, commissions, allowances or other expenses incurred by Landlord in connection with any additional space leased by Tenant that is subject to acceleration hereunder plus 6 months Base Rent, at the then applicable rate, applicable to such additional space. Tenant shall remain liable for all Base Rent, Additional Rent and other sums due under the Lease up to and including the Accelerated Termination Date even though billings for such may o▇▇▇▇ ▇▇bsequent to the Accelerated Termination Date. The "unamortized portion" of any of the foregoing shall be determined using an interest rate of 10% per annum. 9.4 If2.03 If Tenant, after delivering subsequent to providing Landlord with an Acceleration Notice to LandlordNotice, Tenant defaults under in any of the provisions of this Lease (including, without limitation, by failing a failure to timely pay the Acceleration Fee), or at any time after delivering an Acceleration Notice and prior to the Accelerated Expiration Date any installment of the Acceleration Conditions are no longer trueFee due hereunder), Landlord, at its option, may (i) declare Tenant’s 's exercise of the Acceleration Option to be null and void (in which event Landlord shall return to Tenant void, and any Acceleration Fee received from paid to Landlord shall be returned to Tenant, but only after first applying it such Acceleration Fee against any past due rent)Rent under the Lease, or (ii) continue to honor Tenant’s 's exercise of its Acceleration Option Option, in which case, Tenant shall remain liable for the payment of the Acceleration Fee and for all Base Rent, Additional Rent and other sums due under the Lease up to and including the Accelerated Termination Date even though billings fo▇ ▇▇▇▇ ▇ay occur subsequent to the Accelerated Termination Date. 2.04 As of the date Tenant provides Landlord with an Acceleration Notice, any unexercised rights or options of Tenant to renew the Term of the Lease or to expand the Premises (whether expansion options, rights of first or second refusal, rights of first or second offer, or other similar rights), and any outstanding tenant improvement allowance not claimed and properly utilized by Tenant in accordance with the terms hereofLease as of such date, shall immediately be deemed terminated and no longer available or of any further force or effect. 9.5 If Tenant validly exercises 2.05 Notwithstanding anything to the Acceleration Optioncontrary contained herein, Landlord shall prepare an amendment (the “Acceleration Amendment”) reflecting the same. Landlord shall deliver the Acceleration Amendment to Tenant if, within a reasonable time after receiving the Acceleration Notice, and Tenant shall execute and return the Acceleration Amendment to Landlord within 15 days after receiving it. An otherwise valid exercise 6 months of the Acceleration Option shall be fully effective whether date Landlord receives the acceleration notice, Tenant enters into a new lease for space (which is at least as large as the space being terminated pursuant to this Section 2) in the Building or not the Acceleration Amendment is executed. 9.6 Notwithstanding any contrary provision of the Lease, as amended, from and after the date Tenant delivers an Acceleration Notice to in another building owned by Landlord, Tenant’s rights with respect to the Expansion Allowance shall automatically terminate and Landlord or a parent, subsidiary, affiliate or other related company of Landlord, Tenant shall have no obligation to disburse or otherwise apply any portion pay the Acceleration Fee set forth herein. EXHIBIT G COMMENCEMENT DATE AGREEMENT Reference is made to that certain Lease by and between MA-NEW ENGLAND EXECUTIVE PARK, L.L.C., A DELAWARE LIMITED LIABILITY COMPANY, Landlord and UTIX GROUP, INC., A DELAWARE CORPORATION, Tenant, and dated ________________, a Notice of which is filed for registration with the Suffolk Registry District of the Expansion Allowance, Land Court as Document No. ____________________ Landlord and the entire Expansion Allowance shall accrue to the benefit of Landlord. 9.7 For purposes of this Acceleration Option, the “Acceleration Conditions” shall mean that Tenant’s Board of Directors has determined in good faith that because of negative results in Tenant’s peganesitide Phase 3 clinical trials, as measured by failure to achieve the safety or efficacy primary endpoints, Tenant must abandon its current plans to substantially expand its commercial group hereby confirm and therefore cannot use the Expansion Space. Concurrently with Tenant’s Acceleration Notice, Tenant shall deliver to Landlord a certificate signed by an officer and the general counsel of Tenant certifying agree that the Board Commencement Date under the Lease is ________________________. This Commencement Date Agreement is executed as a sealed instrument as of Directors has made the foregoing determination in good faith____________________, 20__.

Acceleration Option. 9.1 2.1 Tenant shall have the right to accelerate (the “Acceleration Option”) to accelerate the Extended Termination DateLease Expiration Date of the Lease, with respect to the entire Expansion Space Premises only, from September 30, 2014, the scheduled Lease Expiration Date to the last day that is thirty (30) days after of the date of Tenant’s Acceleration Notice (defined below) 36th full calendar month following the Lease Commencement Date (the “Accelerated Expiration Date”) (the “Acceleration”) ), if: A. Tenant delivers to Landlord, no later than the date that is six (6) months after the date of this Amendment, a written notice (the “Acceleration Notice”) exercising the Acceleration Option; B. 2.1.1 Tenant is not in default under the Lease when at the date Tenant delivers the provides Landlord with an Acceleration Notice to Landlord;(defined below); and C. No 2.1.2 no part of the Expansion Space Premises is sublet for a term extending past the Accelerated Expiration Date when Tenant delivers the Acceleration Notice to Landlord; D. The Lease has not been assigned before Tenant delivers the Acceleration Notice to Landlord; and E. The Acceleration Conditions (defined in Section 9.7 below) exist as of the date Tenant delivers its Acceleration Notice, and Tenant’s Acceleration Notice includes documentation thereof reasonably satisfactory to Landlord thereof. 9.2 If Tenant validly exercises the Acceleration Option, then (i) notwithstanding any contrary provision of the Lease, but subject to the terms of this Section 9, the term of the Lease shall expire, with respect to the entire Expansion Space only (but not with respect to any other portion of the Premises then leased by Tenant under the Lease), on the Accelerated Expiration Date with the same force and effect as if such term were, by the provisions of the Lease, fixed to expire on the Accelerated Expiration Date; and (ii) without limiting the foregoing: A. The portions of the Base Rent schedules set forth in Section 5 of this Amendment that apply during the period following the Accelerated Expiration Date shall be deleted from this Amendment; and B. Tenant shall surrender the Expansion Space to Landlord in accordance with the terms of the Lease on or before the Accelerated Expiration Date; and C. Tenant shall remain liable for all rent 2.1.3 no Transfer (includingdefined in Article 14 of the Lease), without limitationother than a sublease or a Permitted Transfer (defined in Section 14.8 of the Lease), monthly Base Rent and Property Expenses) and other amounts payable under the Lease for the period up to and to and including the Accelerated Expiration Date, even though ▇▇▇▇▇▇▇▇ for such amounts may occur after the Accelerated Expiration Datehas occurred; and D. Tenant’s restoration obligations shall be as set forth in the Lease; and E. If Tenant fails 2.1.4 Landlord receives notice of acceleration (“Acceleration Notice”) not less than 12 full calendar months prior to surrender any portion of the Expansion Space on or before the Accelerated Expiration Date, Tenant’s tenancy thereof shall be subject to Section 10 of the Lease; and F. Any other rights or obligations of Landlord or Tenant under the Lease that, in the absence of the Acceleration, would have survived the Extended Termination Date with respect to the Expansion Space shall survive the Accelerated Expiration Date. 9.3 2.2 If Tenant exercises the its Acceleration Option, then concurrently Tenant, concurrent with Tenant’s delivery of the Acceleration NoticeNotice to Landlord, Tenant shall pay to Landlord, as a fee in connection with the acceleration of the Extended Termination Lease Expiration Date with respect to the Expansion Space only and not as a penalty, an amount penalty (the “Acceleration Fee”) ), a sum equal to $700,000.00the following: 2.2.1 an amount equal to the unamortized portion of the following sums (i.e. remaining unamortized as of the Accelerated Expiration Date, defined above, and calculated based on an interest rate of 10% per annum) applicable to the Premises subject to acceleration hereunder: any free or abated rent applicable to the period prior to the Accelerated Expiration Date, internal and external commissions, and tenant improvement allowances or tenant improvement costs, moving allowances, rent credit allowances and other allowances or concessions incurred by Landlord or paid or credited to Tenant in connection with entering into the Lease or any amendments to the Lease or in connection with any portion of the Premises subject to acceleration hereunder; plus 2.2.2 an amount equal to the Base Rent applicable to the Premises subject to acceleration hereunder that Tenant would have been required to pay pursuant to the terms of the Lease for the 4 month period immediately following the Accelerated Expiration Date; plus 2.2.3 an amount equal to Tenant’s Share of Direct Expenses applicable to the Premises subject to acceleration hereunder that Tenant would have been required to pay pursuant to the terms of the Lease for the 4 month period immediately following the Accelerated Expiration Date. Tenant shall remain liable for all Base Rent, Additional Rent and other sums due under the Lease up to and including the Accelerated Expiration Date even though ▇▇▇▇▇▇▇▇ for such may occur subsequent to the Accelerated Expiration Date. 9.4 If2.3 If Tenant, after delivering subsequent to providing Landlord with an Acceleration Notice to LandlordNotice, Tenant defaults under in any of the provisions of the Lease (including, without limitation, by failing a failure to timely pay the Acceleration Fee), or at any time after delivering an Acceleration Notice and prior to the Accelerated Expiration Date any installment of the Acceleration Conditions are no longer trueFee due hereunder), Landlord, at its option, may (i) declare Tenant’s exercise of the Acceleration Option to be null and void (in which event Landlord shall return to Tenant void, and any Acceleration Fee received from paid to Landlord shall be returned to Tenant, but only after first applying it such Acceleration Fee against any past due rent)Rent under the Lease, or (ii) continue to honor Tenant’s exercise of its Acceleration Option in accordance with the terms hereofherein. 9.5 If 2.4 As of the date Tenant validly exercises the Acceleration Option, provides Landlord shall prepare with an amendment (the “Acceleration Amendment”) reflecting the same. Landlord shall deliver the Acceleration Amendment to Tenant within a reasonable time after receiving the Acceleration Notice, and any unexercised rights or options of Tenant shall execute and return to renew or extend the Acceleration Amendment to Landlord within 15 days after receiving it. An otherwise valid exercise Term of the Acceleration Option shall be fully effective Lease or to expand the Premises (whether expansion options, rights of first or not the Acceleration Amendment is executed. 9.6 Notwithstanding any contrary provision second refusal, rights of the Leasefirst or second offer, as amended, from and after the date Tenant delivers an Acceleration Notice to Landlord, Tenant’s rights with respect to the Expansion Allowance shall automatically terminate and Landlord shall have no obligation to disburse or otherwise apply any portion of the Expansion Allowanceother similar rights), and any outstanding tenant improvement allowance or other allowance not claimed and properly utilized by Tenant in accordance with the entire Expansion Allowance Lease as of such date, shall accrue to the benefit immediately be deemed terminated and no longer available or of Landlordany further force or effect. 9.7 For purposes of this Acceleration Option, the “Acceleration Conditions” shall mean that Tenant’s Board of Directors has determined in good faith that because of negative results in Tenant’s peganesitide Phase 3 clinical trials, as measured by failure to achieve the safety or efficacy primary endpoints, Tenant must abandon its current plans to substantially expand its commercial group and therefore cannot use the Expansion Space. Concurrently with Tenant’s Acceleration Notice, Tenant shall deliver to Landlord a certificate signed by an officer and the general counsel of Tenant certifying that the Board of Directors has made the foregoing determination in good faith.

Acceleration Option. 9.1 4.1 Tenant shall have the right (the “Acceleration Option”) to accelerate the Extended Termination Expiration Date, with respect to the entire Expansion Space Premises only, from September 30, 2014, the scheduled Expiration Date to the last day that is thirty (30) days after of the date of Tenant’s Acceleration Notice (defined below) 60th full calendar month following the Commencement Date (the “Accelerated Expiration Date”) (the “Acceleration”) if: A. Tenant delivers to Landlord, no later than at least 270 days before the date that is six (6) months after the date of this AmendmentAccelerated Expiration Date, a written notice (the “Acceleration Notice”) exercising the Acceleration Option;. B. Tenant is not in default under the Lease when Tenant delivers the Acceleration Notice to Landlord; C. No part of the Expansion Space Premises is sublet past the Accelerated Expiration Date when Tenant delivers the Acceleration Notice to Landlord;Landlord (unless such sublease will automatically terminate as of the Accelerated Expiration Date in accordance with its terms and conditions); and D. The Lease has not been assigned (other than pursuant to a Permitted Transfer) before Tenant delivers the Acceleration Notice to Landlord; and E. The Acceleration Conditions (defined in Section 9.7 below) exist as of the date Tenant delivers its Acceleration Notice, and Tenant’s Acceleration Notice includes documentation thereof reasonably satisfactory to Landlord thereof. 9.2 4.2 If Tenant validly exercises the Acceleration Option, then (i) notwithstanding any contrary provision of the Lease, but subject to the terms of this Section 94, the term of the Lease shall expire, with respect to the entire Expansion Space only (but not with respect to any other portion of the Premises then leased by Tenant under the Lease)Premises, on the Accelerated Expiration Date with the same force and effect as if such term were, by the provisions of the Lease, fixed to expire on the Accelerated Expiration Date; and (ii) without limiting the foregoing: A. The portions portion of the Base Rent schedules schedule set forth in Section 5 1.4 of this Amendment the Lease that apply applies during the period following the Accelerated Expiration Date shall be deleted from this Amendmentthe Lease; and B. Tenant shall surrender the Expansion Space Premises to Landlord in accordance with the terms of the Lease on or before the Accelerated Expiration Date; and C. Tenant shall remain liable for all rent (including, without limitation, monthly Base Rent and Property Expenses) and other amounts payable under the Lease for the period up to and to and including the Accelerated Expiration Date, even though ▇▇▇▇▇▇▇▇ for such amounts may occur after the Accelerated Expiration Date; and D. Tenant’s restoration obligations shall be as set forth in the Lease; and E. If Tenant fails to surrender any portion of the Expansion Space Premises on or before the Accelerated Expiration Date, Tenant’s tenancy thereof shall be subject to Section 10 16 of the Lease; and F. Any other rights or obligations of Landlord or Tenant under the Lease that, in the absence of the Acceleration, would have survived the Extended Termination scheduled Expiration Date with respect to the Expansion Space shall survive the Accelerated Expiration Date. 9.3 4.3 If Tenant exercises the Acceleration Option, then concurrently with delivery of the Acceleration Notice, Tenant shall pay to Landlord, as a fee in connection with the acceleration of the Extended Termination Expiration Date with respect to the Expansion Space only and not as a penalty, an amount (the “Acceleration Fee”) equal to $700,000.00the sum of the portion of each of the following amounts that remains unamortized (as determined using an interest rate of 8% per annum) as of the Accelerated Expiration Date: the Abated Base Rent, the Allowance and any internal or external brokerage commissions paid by Landlord in connection with the Lease. At any time after Landlord receives the Acceleration Notice, Landlord may deliver to Tenant an invoice specifying the amount of the Acceleration Fee, whereupon Tenant shall pay the Acceleration Fee to Landlord within 15 days after receiving such invoice. 9.4 4.4 If, after delivering an Acceleration Notice to Landlord, Tenant defaults under the Lease (including, without limitation, by failing to timely pay the Acceleration Fee), or at any time after delivering an Acceleration Notice and prior to the Accelerated Expiration Date any of the Acceleration Conditions are no longer true, Landlord, at its option, may (i) declare Tenant’s exercise of the Acceleration Option to be null and void (in which event Landlord shall return to Tenant any Acceleration Fee received from Tenant, but only after applying it against any past due rent)Rent, or (ii) continue to honor Tenant’s exercise of its Acceleration Option in accordance with the terms hereof. 9.5 . 45 If Tenant validly exercises the Acceleration Option, Landlord shall prepare an amendment (the “Acceleration Amendment”) reflecting the same. Landlord shall deliver the Acceleration Amendment to Tenant within a reasonable time after receiving the Acceleration Notice, and Tenant shall execute and return the Acceleration Amendment to Landlord within 15 days after receiving it. An At Landlord’s option, an otherwise valid exercise of the Acceleration Option shall be fully effective whether or not the Acceleration Amendment is executed. 9.6 Notwithstanding any contrary provision of the Lease, as amended, from and after the date Tenant delivers an Acceleration Notice to Landlord, Tenant’s rights with respect to the Expansion Allowance shall automatically terminate and Landlord shall have no obligation to disburse or otherwise apply any portion of the Expansion Allowance, and the entire Expansion Allowance shall accrue to the benefit of Landlord. 9.7 For purposes of this Acceleration Option, the “Acceleration Conditions” shall mean that Tenant’s Board of Directors has determined in good faith that because of negative results in Tenant’s peganesitide Phase 3 clinical trials, as measured by failure to achieve the safety or efficacy primary endpoints, Tenant must abandon its current plans to substantially expand its commercial group and therefore cannot use the Expansion Space. Concurrently with Tenant’s Acceleration Notice, Tenant shall deliver to Landlord a certificate signed by an officer and the general counsel of Tenant certifying that the Board of Directors has made the foregoing determination in good faith.

Acceleration Option. 9.1 A. Tenant shall have the right (the “Acceleration Option”) to accelerate the Extended Termination DateDate ("Acceleration Option") of the Lease from December 31, with respect 2005 to the entire Expansion Space onlyDecember 31, from September 30, 2014, to the day that is thirty (30) days after the date of Tenant’s Acceleration Notice (defined below) 2003 (the “Accelerated "Acceleration Expiration Date”) (the “Acceleration”) "), if: A. Tenant delivers to Landlord, no later than the date that is six (6) months after the date of this Amendment, a written notice (the “Acceleration Notice”) exercising the Acceleration Option; B. 1. Tenant is not in Monetary Default or material default beyond any applicable notice and cure period under the Lease when at the date Tenant delivers the provides Landlord with an Acceleration Notice to Landlord;(hereinafter defined), and C. No 2. no part of the Expansion Space Premises is sublet for a term extending past the Accelerated Expiration Date when Tenant delivers unless such term shall be terminated by Tenant; and 3. the Acceleration Notice to Landlord; D. The Lease has not been assigned before except pursuant to a Permitted Transfer; and 4. Landlord receives written notice of acceleration ('Acceleration Notice") no later than the last day of the forty eighth (48th) full calendar month of the Lease Term. B. If Tenant delivers exercises its Acceleration Option, Tenant, simultaneously with delivery of the Acceleration Notice shall pay to Landlord; and E. The Landlord the sum of Two Hundred Nine Thousand Five Hundred Fifty and 00/100 Dollars ($209,550.00) (the "Acceleration Conditions (defined Fee") as a fee in Section 9.7 below) exist as connection with the acceleration of the date Tenant delivers its Termination Date and not as a penalty. C. If Tenant, subsequent to providing Landlord with an Acceleration Notice, and Tenant’s Acceleration Notice includes documentation thereof reasonably satisfactory to Landlord thereof. 9.2 If Tenant validly exercises the Acceleration Option, then (i) notwithstanding defaults in any contrary provision of the Lease, but subject to the terms of this Section 9, the term of the Lease shall expire, with respect to the entire Expansion Space only (but not with respect to any other portion of the Premises then leased by Tenant under the Lease), on the Accelerated Expiration Date with the same force and effect as if such term were, by the provisions of the Lease, fixed to expire on the Accelerated Expiration Date; and (ii) without limiting the foregoing: A. The portions of the Base Rent schedules set forth in Section 5 of this Amendment that apply during the period following the Accelerated Expiration Date shall be deleted from this Amendment; and B. Tenant shall surrender the Expansion Space to Landlord in accordance with the terms of the Lease on or before the Accelerated Expiration Date; and C. Tenant shall remain liable for all rent (including, without limitation, monthly a failure to pay any installment of the Acceleration Fee due hereunder),Landlord, at its option, may (i) declare Tenant's exercise of the Acceleration Option to be null and void, and any Acceleration Fee paid to Landlord shall be returned to Tenant, after first applying such Acceleration Fee against any past due Rent under Lease, or (ii) continue to honor Tenant's exercise of its Acceleration Option, in which case, Tenant shall remain liable for the payment of the Acceleration Fee and for all Base Rent and Property Expenses) Rental, Additional Base Rental and other amounts payable sums due under the Lease for the period up to and to and including the Accelerated Expiration Date, Date even though ▇▇▇▇▇▇▇▇ for such amounts may occur after the Accelerated Expiration Date; and D. Tenant’s restoration obligations shall be as set forth in the Lease; and E. If Tenant fails subsequent to surrender any portion of the Expansion Space on or before the Accelerated Expiration Date, Tenant’s tenancy thereof shall be subject to Section 10 of the Lease; and F. Any other rights or obligations of Landlord or Tenant under the Lease that, in the absence of the Acceleration, would have survived the Extended Termination Date with respect to the Expansion Space shall survive the Accelerated Expiration Date. 9.3 If Tenant exercises the Acceleration Option, then concurrently with delivery of the Acceleration Notice, Tenant shall pay to Landlord, as a fee in connection with the acceleration of the Extended Termination Date with respect to the Expansion Space only and not as a penalty, an amount (the “Acceleration Fee”) equal to $700,000.00. 9.4 If, after delivering an Acceleration Notice to Landlord, Tenant defaults under the Lease (including, without limitation, by failing to timely pay the Acceleration Fee), or at any time after delivering an Acceleration Notice and prior to the Accelerated Expiration Date any of the Acceleration Conditions are no longer true, Landlord, at its option, may (i) declare Tenant’s exercise of the Acceleration Option to be null and void (in which event Landlord shall return to Tenant any Acceleration Fee received from Tenant, but only after applying it against any past due rent), or (ii) continue to honor Tenant’s exercise of its Acceleration Option in accordance with the terms hereof. 9.5 If Tenant validly exercises the Acceleration Option, Landlord shall prepare an amendment (the “Acceleration Amendment”) reflecting the same. Landlord shall deliver the Acceleration Amendment to Tenant within a reasonable time after receiving the Acceleration Notice, and Tenant shall execute and return the Acceleration Amendment to Landlord within 15 days after receiving it. An otherwise valid exercise of the Acceleration Option shall be fully effective whether or not the Acceleration Amendment is executed. 9.6 Notwithstanding any contrary provision of the Lease, as amended, from and after the date Tenant delivers an Acceleration Notice to Landlord, Tenant’s rights with respect to the Expansion Allowance shall automatically terminate and Landlord shall have no obligation to disburse or otherwise apply any portion of the Expansion Allowance, and the entire Expansion Allowance shall accrue to the benefit of Landlord. 9.7 For purposes of this Acceleration Option, the “Acceleration Conditions” shall mean that Tenant’s Board of Directors has determined in good faith that because of negative results in Tenant’s peganesitide Phase 3 clinical trials, as measured by failure to achieve the safety or efficacy primary endpoints, Tenant must abandon its current plans to substantially expand its commercial group and therefore cannot use the Expansion Space. Concurrently with Tenant’s Acceleration Notice, Tenant shall deliver to Landlord a certificate signed by an officer and the general counsel of Tenant certifying that the Board of Directors has made the foregoing determination in good faith.

Acceleration Option. 9.1 41.1 Tenant shall have the right to accelerate the Termination Date (the “Acceleration Option”) to accelerate the Extended Termination Dateof this Lease, with respect to the entire Expansion Space Premises only, from September 30, 2014, the expiration of the thirty-sixth (36th) full calendar month of the Term to the day that expiration of the twelfth (12th), eighteenth (18th), twenty-fourth (24th) or thirtieth (30th) full calendar month of the Term, at Tenant’s option (the “Accelerated Termination Date”), if: 41.1.1 There is no default by Tenant under this Lease beyond any applicable notice and cure period at the date Tenant provides Landlord with an Acceleration Notice (hereinafter defined); and 41.1.2 No part of the Premises is sublet for a term extending past the Accelerated Termination Date; and 41.1.3 This Lease has not been assigned (except to a Permitted Transferee); and 41.1.4 Landlord receives notice of acceleration (“Acceleration Notice”) not less than six (6) full calendar months prior to the applicable Accelerated Termination Date. 41.2 If Tenant exercises its Acceleration Option, within thirty (30) days after the date Tenant’s delivery to Landlord of Tenant’s Acceleration Notice Notice, Tenant shall pay to Landlord the sum of an amount equal to the unamortized portion of all of the following: (a) any leasing commissions, (b) the Initial Alterations, (c) the HVAC Allowance, if any, and (d) the Allowance (as defined belowin Exhibit B), (clauses (a), (b), (c) and (the “Accelerated Expiration Date”d) (the “Acceleration”) if: A. Tenant delivers are collectively referred to Landlord, no later than the date that is six (6) months after the date of this Amendment, a written notice (herein as the “Acceleration NoticeFee”) exercising as a fee in connection with the acceleration of the Termination Date and not as a penalty; provided that the Acceleration Option; B. Tenant is not in default under the Lease when Tenant delivers the Acceleration Notice to Landlord; C. No part of the Expansion Space is sublet past the Accelerated Expiration Date when Tenant delivers the Acceleration Notice to Landlord; D. The Lease has not been assigned before Tenant delivers the Acceleration Notice to Landlord; and E. The Acceleration Conditions (defined in Section 9.7 below) exist as of the date Tenant delivers its Acceleration Notice, and Tenant’s Acceleration Notice includes documentation thereof reasonably satisfactory to Landlord thereof. 9.2 If Tenant validly exercises the Acceleration Option, then (i) notwithstanding any contrary provision of the Lease, but subject Fee shall be increased by an amount equal to the terms of this Section 9, the term of the Lease shall expire, with respect to the entire Expansion Space only (but not with respect to any other unamortized portion of any leasing commissions, tenant improvements and allowances or other concessions incurred by Landlord in connection with any additional space other than the initial Premises then leased by Tenant under this Lease and that is subject to acceleration hereunder. Landlord estimates that, as of the Lease)end of the 12th month of the Term, on the Accelerated Expiration Date with Acceleration Fee shall be $7.10 per rentable square foot of the Premises (as the same force and effect as if such term were, by the provisions of the Lease, fixed to expire on the Accelerated Expiration Date; and (ii) without limiting the foregoing: A. The portions of the Base Rent schedules is initially set forth in Section 5 this Lease). The foregoing estimate of the Acceleration Fee assumes a Wall Street Journal Prime lending rate of 3.25% and a full disbursement of the HVAC Allowance and the Allowance as of the Commencement Date of this Amendment that apply during the period following the Accelerated Expiration Date shall be deleted from this Amendment; and B. Tenant shall surrender the Expansion Space to Landlord in accordance with the terms of the Lease on or before the Accelerated Expiration Date; and C. Lease. Tenant shall remain liable for all Monthly Installments of Rent, additional rent (including, without limitation, monthly Base Rent and Property Expenses) and all other amounts payable sums due under the this Lease for the period up to and to and including the Accelerated Expiration Date, Termination Date even though ▇▇▇▇▇▇▇▇ for such amounts may occur after subsequent to the Accelerated Expiration Termination Date; and D. Tenant’s restoration obligations . The “unamortized portion” of any of the foregoing shall be as set forth determined using an interest rate with interest at one percent (1%) in the Lease; and E. If Tenant fails to surrender any portion excess of the Expansion Space on or before the Accelerated Expiration DateWall Street Journal prime lending rate announced from time to time 41.3 If Tenant, Tenant’s tenancy thereof shall be subject subsequent to Section 10 of the Lease; and F. Any other rights or obligations of providing Landlord or Tenant under the Lease that, in the absence of the Acceleration, would have survived the Extended Termination Date with respect to the Expansion Space shall survive the Accelerated Expiration Date. 9.3 If Tenant exercises the Acceleration Option, then concurrently with delivery of the an Acceleration Notice, Tenant shall pay to Landlord, as a fee defaults in connection with the acceleration any of the Extended Termination Date with respect to the Expansion Space only and not as a penalty, an amount (the “Acceleration Fee”) equal to $700,000.00. 9.4 If, after delivering an Acceleration Notice to Landlord, Tenant defaults under the provisions of this Lease (including, without limitation, by failing a failure to timely pay the Acceleration FeeFee due hereunder), or at any time after delivering an Acceleration Notice and prior to such default is not cured within the Accelerated Expiration Date any of the Acceleration Conditions are no longer trueapplicable note and cure period set forth herein, Landlord, at its option, may (i) declare Tenant’s 's exercise of the Acceleration Option to be null and void (in which event Landlord shall return to Tenant any Acceleration Fee received from Tenant, but only after applying it against any past due rent)void, or (ii) continue to honor Tenant’s exercise of its Acceleration Option Option, in accordance with which case, Tenant shall remain liable for the terms hereof. 9.5 If Tenant validly exercises payment of the Acceleration OptionFee and for all Monthly Installments of Rent and any additional rent and other sums due under this Lease up to and including the Accelerated Termination Date even though ▇▇▇▇▇▇▇▇ for such may occur subsequent to the Accelerated Termination Date. Further, in the event that Landlord shall prepare an amendment (the “Acceleration Amendment”) reflecting the same. Landlord shall deliver the Acceleration Amendment to Tenant within a reasonable time after receiving the Acceleration Notice, and Tenant shall execute and return the Acceleration Amendment to Landlord within 15 days after receiving it. An otherwise valid declare ▇▇▇▇▇▇'s exercise of the Acceleration Option to be null and void as provided in clause (i) above, Tenant shall be fully effective whether protect, indemnify and hold Landlord and the Landlord Entities harmless from and against any and all loss, claims, liability or not costs (including court costs and attorney’s fees) incurred by reason of such nullification of Tenant’s Acceleration Option, including, without limitation, any claims by any potential replacement tenants for the Acceleration Amendment is executedPremises. 9.6 Notwithstanding any contrary provision 41.4 As of the Lease, as amended, from and after the date Tenant delivers provides Landlord with an Acceleration Notice to Landlord, Tenant’s rights with respect to the Expansion Allowance shall automatically terminate and Landlord shall have no obligation to disburse or otherwise apply any portion of the Expansion Allowance, and the entire Expansion Allowance shall accrue to the benefit of Landlord. 9.7 For purposes of this Acceleration Option, the “Acceleration Conditions” shall mean that Tenant’s Board of Directors has determined in good faith that because of negative results in Tenant’s peganesitide Phase 3 clinical trials, as measured by failure to achieve the safety or efficacy primary endpoints, Tenant must abandon its current plans to substantially expand its commercial group and therefore cannot use the Expansion Space. Concurrently with Tenant’s Acceleration Notice, Tenant shall deliver to Landlord a certificate signed by an officer and the general counsel any unexercised rights or options of Tenant certifying that to renew the Board Term of Directors has made this Lease or to expand the foregoing determination Premises (whether expansion options, rights of first or second refusal, rights of first or second offer, or other similar rights), and any outstanding tenant improvement allowance not claimed and properly utilized by Tenant in good faithaccordance with this Lease as of such date, shall immediately be deemed terminated and no longer available or of any further force or effect.

Acceleration Option. 9.1 (a) Provided Tenant has not exercised the Expansion Option set forth in Paragraph 2 above, Tenant shall have the right right, in Tenant’s sole discretion, to accelerate the Termination Date (the “Acceleration Option”) to accelerate of the Extended Termination DateLease, with respect to the entire Expansion Space Premises only, from September 30, 2014, to the last day that of the sixtieth (60th) full calendar month of the Term (the “Accelerated Termination Date”), if: (1) Tenant is thirty (30) days after not in Default under the Lease at the date of Tenant’s Tenant provides Landlord with an Acceleration Notice (defined below); and (2) Landlord receives notice of acceleration (the “Accelerated Expiration Date”) (the “Acceleration”) if: A. Tenant delivers to Landlord, no later than the date that is six (6) months after the date of this Amendment, a written notice (the “Acceleration Notice”) exercising the Acceleration Option; B. Tenant is not in default under the Lease when Tenant delivers the Acceleration Notice less than two hundred seventy (270) days prior to Landlord; C. No part of the Expansion Space is sublet past the Accelerated Expiration Date when Tenant delivers the Acceleration Notice to Landlord; D. The Lease has not been assigned before Tenant delivers the Acceleration Notice to Landlord; and E. The Acceleration Conditions (defined in Section 9.7 below) exist as of the date Tenant delivers its Acceleration Notice, and Tenant’s Acceleration Notice includes documentation thereof reasonably satisfactory to Landlord thereofTermination Date. 9.2 (b) If Tenant validly exercises the its Acceleration Option, then Tenant, within twenty (i20) notwithstanding any contrary provision days of the Leasedelivery of Landlord’s statement of the Acceleration Fee, but subject shall pay to Landlord an amount equal to the terms unamortized portion of this Section 9any broker commissions, the term cost of Landlord Work (i.e. Landlord’s out of pocket costs actually paid by Landlord to Wareham Property Group [not to exceed four percent (4%) of the Lease shall expire, with respect to the entire Expansion Space only first $300,000 and two percent (but not with respect to any other portion 2%) of the Premises then balance of such cost] and any unaffiliated, third party architects and contractors for the design and construction of the Landlord Work and the cost of obtaining all related governmental permits) and the cost of other tenant improvements (or tenant improvement allowances) incurred or provided by Landlord in connection with any and all space leased by Tenant under (collectively, the Lease“Acceleration Fee”), on the Accelerated Expiration Date with the same force and effect as if such term were, by the provisions . Within ninety (90) days of the LeaseCommencement Date, fixed to expire on and the Accelerated Expiration Date; commencement date for any additional space leased by Tenant hereunder, as the case may be, Landlord shall provide Tenant with a statement setting forth the amount and (ii) without limiting the foregoing: A. The portions calculation of the Base Rent schedules set forth in Section 5 of this Amendment that apply during the period following the Accelerated Expiration Date shall be deleted from this Amendment; and B. Tenant shall surrender the Expansion Space to Landlord in accordance with the terms of the Lease on or before the Accelerated Expiration Date; and C. Acceleration Fee (including reasonable back up documentation). Tenant shall remain liable for all rent (includingMonthly Base Rent, without limitation, monthly Base Additional Rent and Property Expenses) and other amounts payable sums due under the Lease for the period up to and to and including the Accelerated Expiration Date, Termination Date even though ▇▇▇▇▇▇▇▇ for such amounts may occur after subsequent to the Accelerated Expiration Termination Date; and D. Tenant’s restoration obligations . The “unamortized portion” of any of the foregoing shall be as set forth determined on a straight-line basis over the initial Term. (c) If Tenant defaults in the Lease; and E. If Tenant fails to surrender any portion of the Expansion Space on or before the Accelerated Expiration Date, Tenant’s tenancy thereof shall be subject to Section 10 of the Lease; and F. Any other rights or obligations of Landlord or Tenant under the Lease that, in the absence of the Acceleration, would have survived the Extended Termination Date with respect to the Expansion Space shall survive the Accelerated Expiration Date. 9.3 If Tenant exercises the Acceleration Option, then concurrently with delivery payment of the Acceleration Notice, Tenant shall pay to Landlord, as a fee in connection with the acceleration of the Extended Termination Date with respect to the Expansion Space only and not as a penalty, an amount (the “Acceleration Fee”) equal to $700,000.00. 9.4 If, after delivering an Acceleration Notice to Landlord, Tenant defaults under the Lease (including, without limitation, by failing to timely pay the Acceleration Fee), or at any time after delivering an Acceleration Notice and prior to the Accelerated Expiration Date any of the Acceleration Conditions are no longer true, Landlord, at its option, may may, by written notice to Tenant within fifteen (i15) days after such default, (1) declare Tenant’s exercise of the Acceleration Option in that instance only to be null and void (void, and immediately so notify Tenant in which event Landlord shall return to Tenant any Acceleration Fee received from Tenant, but only after applying it against any past due rent)writing, or (ii2) continue to honor Tenant’s exercise of its Acceleration Option Option, in accordance with which case, Tenant shall remain liable for the terms hereof. 9.5 If Tenant validly exercises payment of the Acceleration OptionFee and all Monthly Base Rent, Additional Rent and other sums due under the Lease up to and including the Accelerated Termination Date even though ▇▇▇▇▇▇▇▇ for such may occur subsequent to the Accelerated Termination Date. If Landlord fails to notify Tenant of such election within such ten (10)-day period, Landlord shall prepare an amendment be deemed to have elected clause (the “Acceleration Amendment”2) reflecting the same. Landlord shall deliver the Acceleration Amendment to Tenant within a reasonable time after receiving the Acceleration Notice, and Tenant shall execute and return the Acceleration Amendment to Landlord within 15 days after receiving it. An otherwise valid exercise of the Acceleration Option shall be fully effective whether or not the Acceleration Amendment is executedabove. 9.6 Notwithstanding any contrary provision (d) As of the Lease, as amended, from and after the date Tenant delivers provides Landlord with an Acceleration Notice to that is honored by Landlord, Tenant’s any unexercised rights with respect to the Expansion Allowance shall automatically terminate and Landlord shall have no obligation to disburse or otherwise apply any portion of the Expansion Allowance, and the entire Expansion Allowance shall accrue to the benefit of Landlord. 9.7 For purposes of this Acceleration Option, the “Acceleration Conditions” shall mean that Tenant’s Board of Directors has determined in good faith that because of negative results in Tenant’s peganesitide Phase 3 clinical trials, as measured by failure to achieve the safety or efficacy primary endpoints, Tenant must abandon its current plans to substantially expand its commercial group and therefore cannot use the Expansion Space. Concurrently with Tenant’s Acceleration Notice, Tenant shall deliver to Landlord a certificate signed by an officer and the general counsel options of Tenant certifying that to extend the Board Term or expand the Premises shall immediately be deemed terminated and of Directors has made the foregoing determination in good faithno further force or effect.

Acceleration Option. 9.1 5.01. Tenant shall have the one-time right to accelerate the Termination Date (the “Acceleration Option”) to accelerate of the Extended Termination DateLease, with respect to the entire Expansion Space Premises only, Exhibit F from September 30, 2014, the scheduled Termination Date to the day that is thirty (30) days after date occurring 18 months before the date of Tenant’s Acceleration Notice (defined below) scheduled Termination Date (the “Accelerated Expiration Termination Date”) (the “Acceleration”) ), if: A. Tenant delivers to Landlord, no later than the date that is six (6a) months after the date of this Amendment, a written notice (the “Acceleration Notice”) exercising the Acceleration Option; B. Tenant is not in default under the Lease when at the date Tenant delivers the provides Landlord with an Acceleration Notice to Landlord;(hereinafter defined); and C. No (b) no part of the Expansion Space Premises is sublet for a term extending past the Accelerated Expiration Date when Tenant delivers Termination Date; and (c) the Acceleration Notice to Landlord; D. The Lease has not been assigned before Tenant delivers the Acceleration Notice to Landlord(other than a Permitted Transfer); and E. The Acceleration Conditions (defined in Section 9.7 belowd) exist as Landlord receives notice of the date Tenant delivers its acceleration (“Acceleration Notice, and Tenant’s Acceleration Notice includes documentation thereof reasonably satisfactory ”) not less than 6 full calendar months prior to Landlord thereof. 9.2 If Tenant validly exercises the Acceleration Option, then (i) notwithstanding any contrary provision of the Lease, but subject to the terms of this Section 9, the term of the Lease shall expire, with respect to the entire Expansion Space only (but not with respect to any other portion of the Premises then leased by Tenant under the Lease), on the Accelerated Expiration Date with the same force and effect as if such term were, by the provisions of the Lease, fixed not more than 12 full calendar months prior to expire on the Accelerated Expiration Date; and (ii) without limiting . 5.02. If Tenant exercises its Acceleration Option, Tenant, shall pay to Landlord an amount equal to the foregoing: A. The portions unamortized portion of the Base commissions paid to Tenant’s Broker (which initial amount shall not exceed 5% of total Rent schedules set forth in Section 5 of this Amendment that apply due during the period following Term) and to Landlord’s Broker (which amount shall not exceed 2.5% of total Rent due during the Term), and the Allowance incurred by Landlord in connection with this Lease, assuming such sum was amortized, together with interest at a rate of 9% per annum, from the date of payment of such concessions over the 36 months of the initial Term, plus 3 months’ Rent for the Premises, at the rate payable as of the Accelerated Expiration Termination Date (collectively, the “Acceleration Fee”) as a fee in connection with the acceleration of the Termination Date and not as a penalty, provided that the Acceleration Fee shall be deleted from this Amendment; and B. Tenant shall surrender increased by an amount equal to the Expansion Space to unamortized portion of any concessions, real estate brokerage commissions, tenant improvement allowances or other expenses incurred by Landlord in accordance connection with any additional space leased by Tenant that is subject to acceleration hereunder, plus 3 months’ Rent for the terms Premises, at the rate payable as of the Lease on or before the Accelerated Expiration Termination Date; and C. . Tenant shall remain liable for all rent (includingBase Rent, without limitation, monthly Base Additional Rent and Property Expenses) and other amounts payable sums due under the Lease for the period up to and to and including the Accelerated Expiration Date, Date even though ▇▇▇▇▇▇▇▇ for such amounts may occur after subsequent to the Accelerated Expiration Date; and D. Tenant’s restoration obligations shall be as set forth in the Lease; and E. If Tenant fails to surrender any portion . Within 30 days of the Expansion Space on or before the Accelerated Expiration Date, Tenant’s tenancy thereof shall be subject to Section 10 of the Lease; and F. Any other rights or obligations of Landlord or Tenant under the Lease that, in the absence of the Acceleration, would have survived the Extended Termination Date with respect to the Expansion Space shall survive the Accelerated Expiration Date. 9.3 If Tenant exercises the Acceleration Option, then concurrently with delivery receipt of the Acceleration NoticeNotice from Tenant, Landlord shall present to Tenant an invoice for the Acceleration Fee, calculated pursuant to the terms of this Section 5.02, and Tenant shall pay such Acceleration Fee to Landlord within 30 days of receipt of said invoice from Landlord. 5.03. If Tenant, as a fee subsequent to providing Landlord with an Acceleration Notice, defaults in connection with the acceleration any of the Extended Termination Date with respect to the Expansion Space only and not as a penalty, an amount (the “Acceleration Fee”) equal to $700,000.00. 9.4 If, after delivering an Acceleration Notice to Landlord, Tenant defaults under the provisions of this Lease (including, without limitation, by failing a failure to timely pay the Acceleration Fee), or at any time after delivering an Acceleration Notice and prior to the Accelerated Expiration Date any installment of the Acceleration Conditions are no longer trueFee due hereunder), Landlord, at its option, may (i) declare Tenant’s exercise of the Acceleration Option to be null and void (in which event Landlord shall return to Tenant void, and any Acceleration Fee received from paid to Landlord shall be returned to Tenant, but only after first applying it such Acceleration Fee against any past due rent)Rent under the Lease, or (ii) continue to honor Tenant’s exercise of its Acceleration Option Option, in which case, Tenant shall remain liable for the payment of the Acceleration Fee and for all Base Rent, Additional Rent and other sums due under the Lease up to and including the Accelerated Termination Date even though ▇▇▇▇▇▇▇▇ for such may occur subsequent to the Accelerated Termination Date. 5.04. As of the date Tenant provides Landlord with an Acceleration Notice, any unexercised rights or options of Tenant to renew the Term of the Lease or to expand the Premises (whether expansion options, rights of first or second refusal, rights of first or second offer, or other similar rights), and any outstanding tenant improvement allowance not claimed and properly utilized by Tenant in accordance with the terms hereofLease as of such date, shall immediately be deemed terminated and no longer available or of any further force or effect. Exhibit F Irrevocable Standby Letter of Credit No. Issuance Date: Expiration Date: Applicant: ZILLOW, INC. EOP-NORTHWEST PROPERTIES, L.L.C. c/o Equity ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Attn: Property Manager, ▇▇▇▇▇ Fargo Center Ladies/Gentlemen: We hereby establish our Irrevocable Standby Letter of Credit in your favor for the account of the above referenced Applicant in the amount of One Hundred Thousand and No/100 U.S. Dollars ($100,000.00) available for payment at sight by your draft drawn on us when accompanied by the following documents: 1. An original copy of this Irrevocable Standby Letter of Credit. 9.5 If Tenant validly exercises the Acceleration Option, Landlord shall prepare an amendment (the “Acceleration Amendment”) reflecting the same2. Landlord shall deliver the Acceleration Amendment to Tenant within a reasonable time after receiving the Acceleration Notice, and Tenant shall execute and return the Acceleration Amendment to Landlord within 15 days after receiving it. An otherwise valid exercise of the Acceleration Option shall be fully effective whether or not the Acceleration Amendment is executed. 9.6 Notwithstanding any contrary provision of the Lease, as amended, from and after the date Tenant delivers an Acceleration Notice to Landlord, TenantBeneficiary’s rights with respect to the Expansion Allowance shall automatically terminate and Landlord shall have no obligation to disburse or otherwise apply any portion of the Expansion Allowance, and the entire Expansion Allowance shall accrue to the benefit of Landlord. 9.7 For purposes of this Acceleration Option, the “Acceleration Conditions” shall mean that Tenant’s Board of Directors has determined in good faith that because of negative results in Tenant’s peganesitide Phase 3 clinical trials, as measured by failure to achieve the safety or efficacy primary endpoints, Tenant must abandon its current plans to substantially expand its commercial group and therefore cannot use the Expansion Space. Concurrently with Tenant’s Acceleration Notice, Tenant shall deliver to Landlord a certificate dated statement purportedly signed by an officer authorized signatory or agent reading: This draw in the amount of U.S. Dollars ($ ) under your Irrevocable Standby Letter of Credit No. represents funds due and owing pursuant to the general counsel terms of Tenant certifying that certain lease dated , 2005 by and between EOP-NORTHWEST PROPERTIES, L.L.C., a Delaware limited liability company, as landlord, and ZILLOW, INC., a Washington corporation, as tenant, and/or any amendment to the Board of Directors has made lease or any other agreement between such parties related to the foregoing determination in good faithlease.”

Acceleration Option. 9.1 6.01 Tenant shall have the right to accelerate the Termination Date (the “Acceleration Option”) to accelerate of the Extended Termination DateLease, with respect to the entire Expansion Space Premises only, from September 30, 2014, the expiration of 120th full calendar month of the Term to any date during the Term which occurs after the expiration of the 30th full calendar month of the Term but prior to the day that is thirty (30) days after expiration of the date 60th full month of Tenant’s Acceleration Notice (defined below) the Term (the “Accelerated Expiration Termination Date”) (the “Acceleration”) ), if: A. Tenant delivers to Landlord, no later than the date that is six (61) months after the date of this Amendment, a written notice (the “Acceleration Notice”) exercising the Acceleration Option; B. Tenant is not in default under the Lease when beyond any applicable notice and cure periods at the date Tenant delivers the provides Landlord with an Acceleration Notice to Landlord;(hereinafter defined); and C. No (2) no part of the Expansion Space Premises is sublet (other than to a Permitted Transferee, as defined in Article 11 of the Lease) for a term extending past the Accelerated Expiration Termination Date, unless the express terms of any such sublease entitle Tenant to immediately (at the time of Tenant’s exercise of the Termination Option) provide notice to subtenant to terminate such sublease which termination is effective prior to the Acceleration Termination Date when and Tenant delivers to Landlord documented evidence (fully executed and legally binding on Tenant and the Acceleration Notice subject subtenant) of such termination or such notice and, if required (as reasonably determined by Landlord), a fully executed and otherwise legally binding termination agreement consistent with the terms hereof and between Tenant and the subject subtenant with respect to Landlord;such sublease; and D. The (3) the Lease has not been assigned before Tenant delivers the Acceleration Notice (other than to Landlorda Permitted Transferee); and E. The (4) Landlord receives notice of acceleration which notice shall unequivocally state the precise Accelerated Termination Date (in accordance with this Section 7.01 above) (“Acceleration Conditions Notice”) not less than 9 full calendar months prior to the Accelerated Termination Date stated in the Acceleration Notice. 6.02 If Tenant exercises its Acceleration Option, Tenant shall pay to Landlord the sum of the following: (i) the unamortized portion of the Allowance (as defined in Section 9.7 belowthe Work Letter attached to the Lease as Exhibit C), plus (ii) exist the unamortized portion of any brokerage fees incurred by Landlord in connection with the Lease (the “Acceleration Fee”) as a fee in connection with the acceleration of the date Termination Date and not as a penalty. Tenant delivers its shall pay fifty percent (50%) of the Acceleration Fee to Landlord simultaneously with Tenant’s delivery of the Acceleration Notice, and Tenant’s the remaining (50%) of the Acceleration Notice includes documentation thereof reasonably satisfactory Fee to Landlord thereof. 9.2 If Tenant validly exercises no later than thirty (30) days prior to the Accelerated Termination Date. Notwithstanding the foregoing, if additional space has been added to the Premises since the date this Acceleration Option was granted to Tenant, then the Acceleration Option, then (i) notwithstanding any contrary provision of the Lease, but subject Fee shall be increased by an amount equal to the terms of this Section 9, the term of the Lease shall expire, with respect to the entire Expansion Space only (but not with respect to any other unamortized portion of the Premises then any brokerage commissions incurred by Landlord and allowances provided in connection with any such additional space leased by Tenant under the Lease)that is subject to acceleration hereunder, on the Accelerated Expiration Date with the same force and effect as if such term were, by the provisions of the Lease, fixed to expire on the Accelerated Expiration Date; and (ii) without limiting the foregoing: A. The portions of the Base Rent schedules set forth in Section 5 of this Amendment that apply during the period following the Accelerated Expiration Date additional Acceleration Fee shall be deleted from this Amendment; and B. payable upon the demand of Landlord, but in no event earlier than the date Tenant shall surrender is required to pay the Expansion Space original Acceleration Fee to Landlord in accordance with the terms of the Lease on or before the Accelerated Expiration Date; and C. Landlord. Tenant shall remain liable for all rent (includingBase Rent, without limitation, monthly Base Additional Rent and Property Expenses) and other amounts payable sums due under the Lease for the period up to and to and including the Accelerated Expiration Date, Termination Date even though ▇▇▇▇▇▇▇▇ for such amounts may occur after subsequent to the Accelerated Expiration Termination Date; and D. Tenant’s restoration obligations . The “unamortized portion” of any of the foregoing shall be as set forth in the Lease; and E. If Tenant fails to surrender any portion determined using an interest rate of the Expansion Space on or before the Accelerated Expiration Date, Tenant’s tenancy thereof shall be subject to Section 10 of the Lease; and F. Any other rights or obligations of Landlord or Tenant under the Lease that, in the absence of the Acceleration, would have survived the Extended Termination Date with respect to the Expansion Space shall survive the Accelerated Expiration Date7% per annum. 9.3 6.03 If Tenant exercises the Acceleration OptionTenant, then concurrently subsequent to providing Landlord with delivery of the an Acceleration Notice, Tenant shall pay to Landlord, as a fee Defaults in connection with the acceleration any of the Extended Termination Date with respect to the Expansion Space only and not as a penalty, an amount (the “Acceleration Fee”) equal to $700,000.00. 9.4 If, after delivering an Acceleration Notice to Landlord, Tenant defaults under provisions of the Lease (including, without limitation, by failing a failure to timely pay the Acceleration Fee), or at any time after delivering an Acceleration Notice and prior to the Accelerated Expiration Date any installment of the Acceleration Conditions are no longer trueFee due hereunder), Landlord, at its option, may (i) declare Tenant’s exercise of the Acceleration Option to be null and void (in which event Landlord shall return to Tenant void, and any Acceleration Fee received from paid to Landlord shall be returned to Tenant, but only after first applying it such Acceleration Fee against any past due rent)Rent under the Lease, or (ii) continue to honor Tenant’s exercise of its Acceleration Option, in which case, Tenant shall remain liable for the payment of the Acceleration Fee and for all Base Rent, Additional Rent and other sums due under the Lease up to and including the Accelerated Termination Date even though ▇▇▇▇▇▇▇▇ for such may occur subsequent to the Accelerated Termination Date. Landlord shall make such determination and communicate the same to Tenant within 30 days following the date of the commencement of the Default. 6.04 As of the date Tenant provides Landlord with an Acceleration Notice, and so long as Landlord has not rendered Tenant’s exercise of the Acceleration Option null and void as Landlord may in accordance with the terms hereof. 9.5 If and conditions of Section 6.03 above, any unexercised rights or options of Tenant validly exercises to renew the Acceleration OptionTerm of the Lease or to expand the Premises (whether expansion options, Landlord shall prepare an amendment (the “Acceleration Amendment”) reflecting the same. Landlord shall deliver the Acceleration Amendment to Tenant within a reasonable time after receiving the Acceleration Noticerights of first or second refusal, rights of first or second offer, or other similar rights), and any outstanding tenant improvement allowance not claimed and properly utilized by Tenant in accordance with the Lease as of such date, shall execute immediately be deemed terminated and return the Acceleration Amendment to Landlord within 15 days after receiving it. An otherwise valid exercise no longer available or of the Acceleration Option shall be fully effective whether any further force or not the Acceleration Amendment is executedeffect. 9.6 Notwithstanding any contrary provision of the Lease, as amended, from and after the date Tenant delivers an Acceleration Notice to Landlord, Tenant’s rights with respect to the Expansion Allowance shall automatically terminate and Landlord shall have no obligation to disburse or otherwise apply any portion of the Expansion Allowance, and the entire Expansion Allowance shall accrue to the benefit of Landlord. 9.7 For purposes of this Acceleration Option, the “Acceleration Conditions” shall mean that Tenant’s Board of Directors has determined in good faith that because of negative results in Tenant’s peganesitide Phase 3 clinical trials, as measured by failure to achieve the safety or efficacy primary endpoints, Tenant must abandon its current plans to substantially expand its commercial group and therefore cannot use the Expansion Space. Concurrently with Tenant’s Acceleration Notice, Tenant shall deliver to Landlord a certificate signed by an officer and the general counsel of Tenant certifying that the Board of Directors has made the foregoing determination in good faith.

Acceleration Option. 9.1 A. Tenant shall have may accelerate the right Expiration Date (the “Acceleration Option”) for all or a portion of the Premises from September 30, 2006 to accelerate either (i) September 30, 2000 (“First Acceleration Option”) or (ii) September 30, 2003 (“Second Acceleration Option”), if, and only if, in either case: 1. Landlord receives notice of acceleration (which notice shall be irrevocable on Tenant’s part, but Tenant’s rights shall be subject to the Extended Termination Date, provisions of this Section 2) from Tenant as follows: a. with respect to the entire Expansion Space onlyFirst Acceleration Option, from September Landlord must receive notice no later than June 30, 2014, to the day that is thirty (30) days after the date of Tenant’s Acceleration Notice (defined below) 1999 (the “Accelerated Expiration DateFirst Acceleration Notice”) ); and b. With respect to the Second Acceleration Option, Landlord must receive notice no later than June 30, 2002 (the “AccelerationSecond Acceleration Notice”) if:); and A. Tenant delivers 2. With respect to Landlordthe First Acceleration Option, no later than the date that First Acceleration Notice is six (6) months after the date of this Amendment, accompanied by a written notice payment (the “First Acceleration NoticeAmount”) in the form of a cashier’s or certified check in the amount of $39.00 per square foot of the Premises as to which Tenant is exercising the Acceleration Option; B. Tenant is not in default under the Lease when Tenant delivers the Acceleration Notice to Landlord; C. No part of the Expansion Space is sublet past the Accelerated Expiration Date when Tenant delivers the Acceleration Notice to Landlord; D. The Lease has not been assigned before Tenant delivers the Acceleration Notice to Landlord; and E. The 3. With respect to the Second Acceleration Conditions Option, the Second Acceleration Notice is accompanied by a payment (defined the “Second Acceleration Amount”) in Section 9.7 below) exist as the form of a cashier’s or certified check in the amount of $24.00 per square foot of the date Premises as to which Tenant delivers its Acceleration Notice, and Tenant’s Acceleration Notice includes documentation thereof reasonably satisfactory to Landlord thereof. 9.2 If Tenant validly exercises is exercising the Acceleration Option, then (i) notwithstanding any contrary provision of . It is understood and agreed that in either case the Lease, but subject to First or Second Acceleration Amount is being paid as and for a termination fee resulting from the terms early termination of this Section 9, Lease and not as a penalty; provided that the term of First or Second Acceleration Amount (as the Lease case may be) shall expire, with respect automatically be increased to reflect the entire Expansion Space only (but not with respect to any other portion of the Premises then leased by Tenant under the Lease), on the Accelerated Expiration Date with the same force and effect as if such term were, by the provisions of the Lease, fixed to expire on the Accelerated Expiration Date; and (ii) without limiting the foregoing: A. The portions of the Base Rent schedules set forth in Section 5 of this Amendment that apply during the period following the Accelerated Expiration Date shall be deleted from this Amendment; and B. Tenant shall surrender the Expansion Space to Landlord in accordance with the terms of the Lease on or before the Accelerated Expiration Date; and C. Tenant shall remain liable for all rent Landlord’s unamortized costs (including, without limitation, monthly Base Rent and Property Expenses) brokerage commissions, rent abatements, and other amounts payable under the Lease for the period up to and to and including the Accelerated Expiration Datefinancial concessions or commissions, even though ▇▇▇▇▇▇▇▇ for such amounts may occur after the Accelerated Expiration Date; and D. Tenant’s restoration obligations shall be as set forth in the Lease; and E. If Tenant fails to surrender any portion of the Expansion Space on or before the Accelerated Expiration Date, Tenant’s tenancy thereof shall be subject to Section 10 of the Lease; and F. Any other rights or obligations of Landlord or Tenant under the Lease that, in the absence of the Acceleration, would have survived the Extended Termination Date with respect to the Expansion Space shall survive the Accelerated Expiration Date. 9.3 If Tenant exercises the Acceleration Option, then concurrently with delivery of the Acceleration Notice, Tenant shall pay to Landlord, as a fee if any) in connection with the acceleration addition of any space to Premises; such costs shall be amortized over the term of the Extended Termination Date lease of such additional space taking into account an interest component at the rate of ten percent (10%) per annum compounded monthly; and 4. a Default under this Lease has not occurred and is then continuing at the time Tenant delivers the First or Second Acceleration Notice (as the case may be); and 5. This Lease has not been assigned (except to an Affiliate of Tenant) or the Premises or portion thereof being surrendered to Landlord have not been sublet beyond the early termination date for such space at the time Tenant delivers the First or Second Acceleration Notice (as the case may be) to Landlord; and 6. If Tenant elects to exercise this option with respect to only a portion of the Expansion Premises, such portion and the remainder of the Premises must each be regular and marketable in shape (and at least 5,000 square feet in size, or if the space being returned to Landlord is an Offering Space only (as defined in Section 6 below) smaller than 5,000 square feet, then the entire Offering Space) with appropriate means of ingress and not as a penaltyegress suitable for normal renting purposes, an amount have proper demising walls, hvac distribution and electric and telephone service (the “Acceleration Fee”) equal to $700,000.00. 9.4 If, after delivering an Acceleration Notice to Landlord, Tenant defaults under the Lease (including, including without limitation, by failing electrical meters and panels), have telephone (homerun) conduit to timely pay telephone closet, appropriate light fixtures along new demising walls, new acoustic ceiling tiles around demising walls as needed, new standard entry door, if needed, paint demising walls if needed, rework carpet and install vinyl base as needed, and if needed, Tenant shall build out corridors similarly to other multi-tenant floors in the Building; and 7. Tenant executes and returns the Acceleration Fee), Amendment (defined below) within ten (10) days of its submission to Tenant. B. If Tenant is able to and properly exercises the First or at any time after delivering an Acceleration Notice and prior to the Accelerated Expiration Date any of the Acceleration Conditions are no longer true, Landlord, at its option, may (i) declare Tenant’s exercise of the Second Acceleration Option to be null and void (in which event Landlord shall return to Tenant any Acceleration Fee received from Tenant, but only after applying it against any past due rent), or (ii) continue to honor Tenant’s exercise of its Acceleration Option in accordance with as the terms hereof.case may be): 9.5 If Tenant validly exercises the Acceleration Option, 1. Landlord shall prepare an amendment (the “Acceleration Amendment”) reflecting to reflect the samechange in the Term, size of the Premises, the Expiration Date, the Base Rent, Rent Adjustments and other appropriate terms, if any. Landlord shall deliver A copy of the Acceleration Amendment shall be sent to Tenant within a reasonable time after receiving receipt of the First or Second Acceleration NoticeNotice (as the case may be. The Acceleration Amendment shall be executed by Tenant and returned to Landlord in accordance with subsection A.8. 2. Tenant shall remain obligated and liable for all Rent and Rent Adjustments due under this Lease up to and including the accelerated Expiration Date established pursuant to the First or Second Acceleration Notice (as the case may be) and Acceleration Amendment (even if b▇▇▇▇▇▇▇ occur subsequent to the applicable accelerated Expiration Date), and Tenant shall execute and return thereafter with respect to the Acceleration Amendment to Landlord within 15 days after receiving it. An otherwise valid exercise of the Acceleration Option shall be fully effective whether or not the Acceleration Amendment is executedremaining Premises, if any. 9.6 C. Notwithstanding any contrary provision of anything contained herein to the Leasecontrary, as amended, from and after the date Tenant delivers an Acceleration Notice to at Landlord’s sole option, Tenant’s rights with respect hereunder shall terminate if, after delivery of the First or Second Acceleration Notice (as the case may be) but prior to the Expansion Allowance shall automatically terminate and Landlord shall have no obligation to disburse applicable accelerated Expiration Date, Tenant commits a default under the Lease or otherwise apply assigns the Lease or subleases the Premises or any portion thereof which is being surrendered to Landlord which sublease extends beyond the early termination date. D. Tenant agrees that time is of the Expansion Allowance, and essence in connection with the entire Expansion Allowance shall accrue valid exercise of its rights hereunder. E. The rights of Tenant under this Section 2 are personal to the benefit of Landlordoriginal Tenant named in this Lease and its Affiliates and are not assignable to any other person or entity. 9.7 For purposes of this Acceleration Option, the “Acceleration Conditions” shall mean that Tenant’s Board of Directors has determined in good faith that because of negative results in Tenant’s peganesitide Phase 3 clinical trials, as measured by failure to achieve the safety or efficacy primary endpoints, Tenant must abandon its current plans to substantially expand its commercial group and therefore cannot use the Expansion Space. Concurrently with Tenant’s Acceleration Notice, Tenant shall deliver to Landlord a certificate signed by an officer and the general counsel of Tenant certifying that the Board of Directors has made the foregoing determination in good faith.

Acceleration Option. 9.1 A. Tenant shall have the right (the “Acceleration Option”) to accelerate the Extended Termination DateDate ("Acceleration Option") of the Lease, with respect to the entire Expansion Space Premises only, from September 30August 31, 20142014 to August 31, to the day that is thirty (30) days after the date of Tenant’s Acceleration Notice (defined below) 2009 (the “"Accelerated Expiration Termination Date”) (the “Acceleration”) "), if: A. Tenant delivers to Landlord, no later than the date that is six (6) months after the date of this Amendment, a written notice (the “Acceleration Notice”) exercising the Acceleration Option; B. 1. Tenant is not in default under the Lease when at the date Tenant delivers the provides Landlord with an Acceleration Notice to Landlord;(hereinafter defined); and C. No 2. no part of the Expansion Space Premises is sublet for a term extending past the Accelerated Expiration Date when Tenant delivers Termination Date; and 3. the Acceleration Notice to Landlord; D. The Lease has not been assigned before Tenant delivers the Acceleration Notice to Landlordassigned; and E. The 4. Landlord receives notice of acceleration ("Acceleration Conditions Notice") not less than twelve (defined 12) full calendar months prior to the Accelerated Termination Date. B. If Tenant exercises its Acceleration Option, Tenant, shall pay to Landlord the sum equal to the unamortized portion of the costs and expenses relating to the Landlord Work ("Acceleration Fee") as a fee in Section 9.7 below) exist connection with the acceleration of the Termination Date and not as a penalty. Tenant shall pay the Acceleration Fee to Landlord simultaneously with Tenant's delivery of the Acceleration Notice. Notwithstanding the foregoing, if space has been added to the Premises since the date this Acceleration Option was granted to Tenant, then the Acceleration Fee shall be increased by an amount equal to the unamortized portion of any concessions, commissions, allowance or other expenses incurred by Landlord in connection with any additional space leased by Tenant that is subject to acceleration hereunder,and such additional Acceleration Fee shall be payable upon the demand of Landlord, but in no event earlier than the date Tenant delivers its is required to pay the original Acceleration Notice, and Tenant’s Acceleration Notice includes documentation thereof reasonably satisfactory Fee to Landlord thereof. 9.2 If Tenant validly exercises the Acceleration Option, then (i) notwithstanding any contrary provision of the Lease, but subject to the terms of this Section 9, the term of the Lease shall expire, with respect to the entire Expansion Space only (but not with respect to any other portion of the Premises then leased by Tenant under the Lease), on the Accelerated Expiration Date with the same force and effect as if such term were, by the provisions of the Lease, fixed to expire on the Accelerated Expiration Date; and (ii) without limiting the foregoing: A. The portions of the Base Rent schedules set forth in Section 5 of this Amendment that apply during the period following the Accelerated Expiration Date shall be deleted from this Amendment; and B. Tenant shall surrender the Expansion Space to Landlord in accordance with the terms of the Lease on or before the Accelerated Expiration Date; and C. Landlord. Tenant shall remain liable for all rent (includingBase Rent, without limitation, monthly Base Additional Rent and Property Expenses) and other amounts payable sums due under the Lease for the period up to and to and including the Accelerated Expiration Date, Termination Date even though ▇▇▇▇▇▇▇▇ for such amounts may occur after subsequent to the Accelerated Expiration Termination Date; and D. Tenant’s restoration obligations . The "unamortized portion" of any of the foregoing shall be as set forth in the Lease; and E. If Tenant fails to surrender any portion determined using an interest rate of the Expansion Space on or before the Accelerated Expiration Date, Tenant’s tenancy thereof shall be subject to Section 10 of the Lease; and F. Any other rights or obligations of Landlord or Tenant under the Lease that, in the absence of the Acceleration, would have survived the Extended Termination Date with respect to the Expansion Space shall survive the Accelerated Expiration Date8% per annum. 9.3 C. If Tenant exercises the Acceleration OptionTenant, then concurrently subsequent to providing Landlord with delivery of the an Acceleration Notice, Tenant shall pay to Landlord, as a fee defaults in connection with the acceleration any of the Extended Termination Date with respect to the Expansion Space only and not as a penalty, an amount (the “Acceleration Fee”) equal to $700,000.00. 9.4 If, after delivering an Acceleration Notice to Landlord, Tenant defaults under the provisions of this Lease (including, without limitation, by failing a failure to timely pay the Acceleration Fee), or at any time after delivering an Acceleration Notice and prior to the Accelerated Expiration Date any installment of the Acceleration Conditions are no longer trueFee due hereunder), Landlord, at its option, may (i) declare Tenant’s 's exercise of the Acceleration Option to be null and void (in which event Landlord shall return to Tenant void, and any Acceleration Fee received from paid to Landlord shall be returned to Tenant, but only after first applying it such Acceleration Fee against any past due rent)Rent under the Lease, or (ii) continue to honor Tenant’s 's exercise of its Acceleration Option Option, in which case, Tenant shall remain liable for the payment of the Acceleration Fee and for all Base Rent, Additional Rent and other sums due under the Lease up to and including the Accelerated Termination Date even though ▇▇▇▇▇▇▇▇ for such may occur subsequent to the Accelerated Termination Date. D. As of the date Tenant provides Landlord with an Acceleration Notice, any unexercised rights or options of Tenant to renew the Term of the Lease or to expand the Premises (whether expansion options, rights of first or second refusal, rights of first or second offer, or other similar rights), and any outstanding tenant improvement allowance not claimed and properly utilized by Tenant in accordance with the terms hereofLease as of such date, shall immediately be deemed terminated and no longer available or of any further force or effect. EXHIBIT G PARKING AGREEMENT This Exhibit (the "Parking Agreement") is attached to and made a part of the Lease by and between CA-FOUNTAINGROVE CENTER LIMITED PARTNERSHIP, a Delaware limited partnership ("Landlord") and SONOMA NATIONAL BANK ("Tenant") for space in the Building located at ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇. 9.5 If 1. The capitalized terms used in this Parking Agreement shall have the same definitions as set forth in the Lease to the extent that such capitalized terms are defined therein and not redefined in this Parking Agreement. In the event of any conflict between the Lease and this Parking Agreement, the latter shall control. 2. During the initial Term, Tenant validly exercises agrees to lease from Landlord and Landlord agrees to lease to Tenant a total of 54 non-reserved parking spaces and 5 reserved parking spaces in the Acceleration Optionparking facility servicing the Building ("Parking Facility"). During the initial Term, Tenant shall pay in advance, concurrent with Tenant's payment of monthly Base Rent, the prevailing monthly charges established from time to time for parking in the Parking Facility. Such charges shall be payable to Landlord or such other entity as designated by Landlord, and shall be sent to the address Landlord designates from time to time. The initial charge for such parking spaces is $0.00 per non-reserved parking pass, per month, and $0.00 per reserved parking pass, per month. No deductions from the monthly charge shall be made for days on which the Parking Facility is not used by Tenant. Tenant may, from time to time request additional parking spaces, and if Landlord shall provide the same, such parking spaces shall be provided and used on a month-to-month basis, and otherwise on the foregoing terms and provisions, and at such prevailing monthly parking charges as shall be established from time to time. Such additional spaces shall be limited to the uppermost level of the Parking Facility and to the extent such additional parking spaces are granted to Tenant, Tenant shall ensure that Tenant's employees which utilize such spaces will park only in the uppermost level of the Parking Facility. 3. Tenant shall at all times comply with all applicable ordinances, rules, regulations, codes, laws, statutes and requirements of all federal, state, county and municipal governmental bodies or their subdivisions respecting the use of the Parking Facility. Landlord reserves the right to adopt, modify and enforce reasonable rules ("Rules") governing the use of the Parking Facility from time to time including any key-card, sticker or other identification or entrance system and hours of operation. The Rules set forth herein are currently in effect. Landlord may refuse to permit any person who violates such Rules to park in the Parking Facility, and any violation of the Rules shall subject the car to removal from the Parking Facility. 4. Unless specified to the contrary above, the parking spaces hereunder shall be provided on a non-designated "first-come, first- served" basis. Tenant acknowledges that Landlord has no liability for claims arising through acts or omissions of any independent operator of the Parking Facility. Except to the extent caused by the negligence or willful misconduct of Landlord, Landlord shall prepare an amendment (have no liability whatsoever for any damage to items located in the “Acceleration Amendment”) reflecting Parking Facility, nor for any personal injuries or death arising out of any matter relating to the sameParking Facility, and in all events, Tenant agrees to look first to its insurance carrier and to require that Tenant's employees look first to their respective insurance carriers for payment of any losses sustained in connection with any use of the Parking Facility. Tenant hereby waives on behalf of its insurance carriers all rights of subrogation against Landlord or Landlord's agents. Landlord shall deliver reserves the Acceleration Amendment right to Tenant within a reasonable assign specific parking spaces, and to reserve parking spaces for visitors, small cars, handicapped persons and for other tenants, guests of tenants or other parties, which assignment and reservation or spaces may be relocated as determined by Landlord from time after receiving the Acceleration Noticeto time, and Tenant and persons designated by Tenant hereunder shall execute and return not park in any location designated for such assigned or reserved parking spaces. Tenant acknowledges that the Acceleration Amendment Parking Facility may be closed entirely or in part in order to make repairs or perform maintenance services, or to alter, modify, re-stripe or renovate the Parking Facility, or if required by casualty, strike, condemnation, act of God, governmental law or requirement or other reason beyond the operator's reasonable control. In such event, Landlord within 15 days after receiving it. An otherwise valid exercise of the Acceleration Option shall be fully effective whether or not the Acceleration Amendment is executedrefund any prepaid parking fee hereunder, prorated on a per diem basis. 9.6 Notwithstanding 5. If Tenant shall default under this Parking Agreement, the operator shall have the right to remove from the Parking Facility any contrary provision of vehicles hereunder which shall have been involved or shall have been owned or driven by parties involved in causing such default, without liability therefor whatsoever. In addition, if Tenant shall default under this Parking Agreement, Landlord shall have the Leaseright to cancel this Parking Agreement on 10 days' written notice, as amendedunless within such 10 day period, from and after the date Tenant delivers an Acceleration Notice to Landlord, Tenant’s rights cures such default. If Tenant defaults with respect to the Expansion Allowance shall automatically terminate same term or condition under this Parking Agreement more than 3 times during any 12 month period, and Landlord notifies Tenant thereof promptly after each such default, the next default of such term or condition during the succeeding 12 month period, shall, at Landlord's election, constitute an incurable default. Such cancellation right shall have no obligation be cumulative and in addition to disburse any other rights or otherwise apply remedies available to Landlord at law or equity, or provided under the Lease (all of which rights and remedies under the Lease are hereby incorporated herein, as though fully set forth). Any default by Tenant under the Lease shall be a default under this Parking Agreement, and any portion default under this Parking Agreement shall be a default under the Lease. RULES (i) Landlord reserves the right to establish and change Parking Facility hours from time to time, although, as of the Expansion Allowance, and the entire Expansion Allowance shall accrue to the benefit of Landlord. 9.7 For purposes date of this Acceleration Option, the “Acceleration Conditions” shall mean that Tenant’s Board of Directors has determined in good faith that because of negative results in Tenant’s peganesitide Phase 3 clinical trials, as measured by failure to achieve the safety or efficacy primary endpoints, Tenant must abandon its current plans to substantially expand its commercial group and therefore cannot use the Expansion Space. Concurrently with Tenant’s Acceleration NoticeLease, Tenant shall deliver have access to the Parking Facility on a 24-hour basis, 7 days a week, subject to the other terms of this Parking Agreement. Tenant shall not store or permit its employees to store any automobiles in the Parking Facility without the prior written consent of the operator. Except for emergency repairs, Tenant and its employees shall not perform any work on any automobiles while located in the Parking Facility, or on the Property. If it is necessary for Tenant or its employees to leave an automobile in the Parking Facility overnight, Tenant shall provide the operator with prior notice thereof designating the license plate number and model of such automobile. (ii) Cars must be parked entirely within the stall lines painted on the floor, and only small cars may be parked in areas reserved for small cars. (iii) All directional signs and arrows must be observed. (iv) The speed limit shall be 5 miles per hour. (v) Parking spaces reserved for handicapped persons must be used only by vehicles properly designated. (vi) Parking is prohibited in all areas not expressly designated for parking, including without limitation: (a) Areas not striped for parking (b) aisles (c) where "no parking" signs are posted (d) ramps (e) loading zones (vii) Parking stickers, key cards or any other devices or forms of identification or entry supplied by the operator shall remain the property of the operator. Such device must be displayed as requested and may not be mutilated in any manner. The serial number of the parking identification device may not be obliterated. Parking passes and devices are not transferable and any pass or device in the possession of an unauthorized holder will be void. (viii) Monthly fees shall be payable in advance prior to the first day of each month. Failure to do so will automatically cancel parking privileges and a charge at the prevailing daily parking rate will be due. No deductions or allowances from the monthly rate will be made for days on which the Parking Facility is not used by Tenant or its designees. (ix) Parking Facility managers or attendants are not authorized to make or allow any exceptions to these Rules. (x) Every ▇▇▇▇▇▇ is required to park and lock his/her own car. (xi) Loss or theft of parking pass, identification, key cards or other such devices must be reported to Landlord a certificate signed by an officer and to the Parking Facility manager immediately. Any parking devices reported lost or stolen found on any authorized car will be confiscated and the general counsel illegal holder will be subject to prosecution. Lost or stolen passes and devices found by Tenant or its employees must be reported to the office of the Parking Facility immediately. (xii) Washing, waxing, cleaning or servicing of any vehicle by the customer and/or his agents is prohibited. Parking spaces may be used only for parking automobiles. (xiii) Tenant certifying that the Board of Directors has made the foregoing determination in good faithagrees to acquaint all persons to whom Tenant assigns a parking space with these Rules.

Acceleration Option. 9.1 A. Tenant shall have the right to accelerate the Termination Date (the “Acceleration Option”) to accelerate of the Extended Termination DateLease, with respect to the entire Expansion Space Premises only, from September 30, 2014, the date that is the last day of the 85th month of the Term to the day date that is thirty (30) days after the date last day of Tenant’s Acceleration Notice (defined below) the 60th month of the Term (the “Accelerated Expiration Termination Date”) (the “Acceleration”) ), if: A. 1. Tenant is not in default beyond applicable notice and cure periods under the Lease at the date Tenant provides Landlord with an Acceleration Notice (hereinafter defined); and 2. no part of the Premises is sublet for a term extending past the Accelerated Termination Date; and 3. the Lease has not been assigned; 4. Tenant delivers to Landlord, no later than Landlord notice of its exercise of the date that is six Acceleration Option (6) months after the date of this Amendment, a written notice (the “Acceleration Notice”) exercising not less than two hundred seventy (270) days prior to the Accelerated Termination Date; 5. Tenant has not exercised its Expansion Option (as such term is defined in Section 36 below.); and 6. Landlord has received the Acceleration Option;Fee (defined below). B. If Tenant is not in default under the Lease when Tenant delivers exercises its Acceleration Option, Tenant, simultaneously with delivery of the Acceleration Notice shall pay to Landlord; C. No part Landlord the sum of an amount equal to the unamortized portion of all of the Expansion Space is sublet past following: (a) any leasing commissions paid by Landlord in connection with this Lease, (b) the Accelerated Expiration amount of the Allowance distributed by Landlord to Tenant, and (c) an amount equal to the difference between (x) the amount of Tenant’s overall effective rent for the initial Term and (y) the amount that Landlord would have received effective rental rate for the initial Term but for Tenant’s exercise of this Acceleration Option (collectively, the “Acceleration Fee”) as a fee in connection with the acceleration of the Termination Date when Tenant delivers and not as a penalty; provided that the Acceleration Notice to Landlord; D. The Lease has not been assigned before Tenant delivers the Acceleration Notice to Landlord; and E. The Acceleration Conditions (defined in Section 9.7 below) exist as of the date Tenant delivers its Acceleration Notice, and Tenant’s Acceleration Notice includes documentation thereof reasonably satisfactory to Landlord thereof. 9.2 If Tenant validly exercises the Acceleration Option, then (i) notwithstanding any contrary provision of the Lease, but subject Fee shall be increased by an amount equal to the terms of this Section 9, the term of the Lease shall expire, with respect to the entire Expansion Space only (but not with respect to any other unamortized portion of the any leasing commissions, tenant improvements paid for by Landlord, tenant allowances or other concessions incurred by Landlord in connection with any additional space other than the initial Premises then leased by Tenant under the Lease), on the Accelerated Expiration Date with the same force this Lease and effect as if such term were, by the provisions that is subject to acceleration hereunder. A hypothetical calculation of the Lease, fixed to expire on the Accelerated Expiration Date; and (ii) without limiting the foregoing: A. The portions of the Base Rent schedules set forth in Section 5 of this Amendment that apply during the period following the Accelerated Expiration Date shall be deleted from this Amendment; and B. Tenant shall surrender the Expansion Space to Landlord in accordance with the terms of the Lease on or before the Accelerated Expiration Date; and C. Acceleration Fee is attached hereto as Exhibit H. Tenant shall remain liable for all rent (includingBase Rent, without limitation, monthly Base Additional Rent and Property Expenses) and other amounts payable sums due under the Lease for the period up to and to and including the Accelerated Expiration Date, Termination Date even though ▇▇▇▇▇▇▇▇ for such amounts may occur after subsequent to the Accelerated Expiration Termination Date; and D. Tenant’s restoration obligations . The “unamortized portion” of any of the foregoing shall be as set forth in the Lease; anddetermined using an interest rate of 9% per annum. E. If Tenant fails to surrender any portion C. As of the Expansion Space on or before the Accelerated Expiration Date, Tenant’s tenancy thereof shall be subject to Section 10 of the Lease; and F. Any other rights or obligations of date Tenant provides Landlord or Tenant under the Lease that, in the absence of the Acceleration, would have survived the Extended Termination Date with respect to the Expansion Space shall survive the Accelerated Expiration Date. 9.3 If Tenant exercises the Acceleration Option, then concurrently with delivery of the an Acceleration Notice, any unexercised rights or options of Tenant shall pay to Landlord, as a fee in connection with renew the acceleration Term of the Extended Termination Date with respect Lease or to expand the Expansion Space only and not as a penaltyPremises (whether expansion options, an amount (the “Acceleration Fee”) equal to $700,000.00. 9.4 Ifrights of first or second refusal, after delivering an Acceleration Notice to Landlordrights of first or second offer, Tenant defaults under the Lease (including, without limitation, by failing to timely pay the Acceleration Feeor other similar rights), or at and any time after delivering an Acceleration Notice outstanding tenant improvement allowance not claimed and prior to the Accelerated Expiration Date any of the Acceleration Conditions are no longer true, Landlord, at its option, may (i) declare Tenant’s exercise of the Acceleration Option to be null and void (in which event Landlord shall return to properly utilized by Tenant any Acceleration Fee received from Tenant, but only after applying it against any past due rent), or (ii) continue to honor Tenant’s exercise of its Acceleration Option in accordance with the terms hereofLease as of such date, shall immediately be deemed terminated and no longer available or of any further force or effect. 9.5 If Tenant validly exercises the Acceleration Option, Landlord shall prepare an amendment (the “Acceleration Amendment”) reflecting the same. Landlord shall deliver the Acceleration Amendment to Tenant within a reasonable time after receiving the Acceleration Notice, and Tenant shall execute and return the Acceleration Amendment to Landlord within 15 days after receiving it. An otherwise valid exercise of the Acceleration Option shall be fully effective whether or not the Acceleration Amendment is executed. 9.6 Notwithstanding any contrary provision of the Lease, as amended, from and after the date Tenant delivers an Acceleration Notice to Landlord, Tenant’s rights with respect to the Expansion Allowance shall automatically terminate and Landlord shall have no obligation to disburse or otherwise apply any portion of the Expansion Allowance, and the entire Expansion Allowance shall accrue to the benefit of Landlord. 9.7 For purposes of this Acceleration Option, the “Acceleration Conditions” shall mean that Tenant’s Board of Directors has determined in good faith that because of negative results in Tenant’s peganesitide Phase 3 clinical trials, as measured by failure to achieve the safety or efficacy primary endpoints, Tenant must abandon its current plans to substantially expand its commercial group and therefore cannot use the Expansion Space. Concurrently with Tenant’s Acceleration Notice, Tenant shall deliver to Landlord a certificate signed by an officer and the general counsel of Tenant certifying that the Board of Directors has made the foregoing determination in good faith.

Acceleration Option. 9.1 (a) Tenant shall have the right to accelerate the Expiration Date (the “Acceleration Option”) to accelerate of the Extended Termination DateLease, with respect only to the entire Expansion Space onlyPremises, from September 30, 2014, the date set forth in the Basic Lease Information to the day that is thirty (30) days after the date of Tenant’s Acceleration Notice (defined below) (the “Accelerated Expiration Date”) specified in Tenant’s Acceleration Notice (the “Acceleration”) defined below), if: A. Tenant delivers to Landlord, no later than the date that is six (61) months after the date of this Amendment, a written notice (the “Acceleration Notice”) exercising the Acceleration Option; B. Tenant is not in default under the Lease when on the date Tenant delivers the provides Landlord with an Acceleration Notice to Landlord; C. No part of the Expansion Space is sublet past the Accelerated Expiration Date when Tenant delivers the Acceleration Notice to Landlord; D. The Lease has not been assigned before Tenant delivers the Acceleration Notice to Landlord(hereinafter defined); and E. The Acceleration Conditions (defined in Section 9.7 below2) exist as Landlord receives notice of the date Tenant delivers its acceleration (“Acceleration Notice, and Tenant’s Acceleration Notice includes documentation thereof reasonably satisfactory ”) not less than six (6) full calendar months prior to Landlord thereof. 9.2 If Tenant validly exercises the Acceleration Option, then (i) notwithstanding any contrary provision of the Lease, but subject to the terms of this Section 9, the term of the Lease shall expire, with respect to the entire Expansion Space only (but not with respect to any other portion of the Premises then leased by Tenant under the Lease), on the Accelerated Expiration Date with the same force and effect as if such term were, by the provisions of the Lease, fixed to expire on the Accelerated Expiration Date; and (ii) without limiting , which Acceleration Notice shall specify the foregoing: A. The portions of the Base Rent schedules set forth in Section 5 of this Amendment that apply during the period following the Accelerated Expiration Date, which Accelerated Expiration Date shall be deleted from this Amendment; and B. Tenant shall surrender not earlier than the Expansion Space to Landlord in accordance with the terms last day of the Lease on or before thirty-sixth (36th) month following the Accelerated Expiration Date; and C. Tenant shall remain liable for all rent (including, without limitation, monthly Base Rent and Property Expenses) and other amounts payable under the Lease for the period up to and to and including the Accelerated Expiration Date, even though ▇▇▇▇▇▇▇▇ for such amounts may occur after the Accelerated Expiration Date; and D. Tenant’s restoration obligations shall be as set forth in the Lease; and E. If Tenant fails to surrender any portion of the Expansion Space on or before the Accelerated Expiration Date, Tenant’s tenancy thereof shall be subject to Section 10 of the Lease; and F. Any other rights or obligations of Landlord or Tenant under the Lease that, in the absence of the Acceleration, would have survived the Extended Termination Date with respect to the Expansion Space shall survive the Accelerated Expiration Commencement Date. 9.3 (b) If Tenant exercises the its Acceleration Option, then concurrently Tenant, simultaneously with delivery of the Acceleration Notice, Tenant Notice shall pay to Landlord, as a fee in connection with the acceleration of the Extended Termination Expiration Date with respect to the Expansion Space only and not as a penalty, an amount (the “Acceleration Fee”) equal to $700,000.00the sum of (i) the amount of the unamortized portion of any real estate commissions incurred by Landlord in connection with the original Premises the cost of the Landlord’s Work, and the amount of the Tenant Allowance used pursuant to Exhibit B-1 and Exhibit B-2; plus (ii) the amount of the unamortized portion of any real estate commissions and tenant improvement costs incurred by Landlord in connection with any additional space that may be leased by Tenant pursuant to the Lease and be subject to acceleration hereunder, plus (iii) the amount of three (3) months’ Base Rent and Additional Charges for Expenses calculated at the rate that would have applied to the first calendar month following the Accelerated Expiration Date if Tenant had not exercised its Acceleration Option. Tenant shall remain liable for all Base Rent, Additional Rent and other sums due under the Lease up to and including the Accelerated Expiration Date even though ▇▇▇▇▇▇▇▇ for such may occur subsequent to the Accelerated Expiration Date. 9.4 If(c) If Tenant, after delivering subsequent to providing Landlord with an Acceleration Notice to LandlordNotice, Tenant defaults under the in any monetary provisions of this Lease (including, without limitation, by failing a failure to timely pay the Acceleration Fee), or at any time after delivering an Acceleration Notice and prior to the Accelerated Expiration Date any installment of the Acceleration Conditions are no longer trueFee due hereunder), Landlord, at its option, may (i) declare within thirty (30) days after the date of such default declare, by written notice to Tenant, Tenant’s exercise of the Acceleration Option to be null and void (in which event Landlord shall return to Tenant void, and any Acceleration Fee received from paid to Landlord shall be returned to Tenant, but only after first applying it such Acceleration Fee against any past due rent)Rent under the Lease, or (ii) continue to honor Tenant’s exercise of its Acceleration Option Option, in which case, Tenant shall remain liable for the payment of the Acceleration Fee and for all Base Rent, Additional Charges, Additional Rent and other sums due under the Lease up to and including the Accelerated Expiration Date even though ▇▇▇▇▇▇▇▇ for such may occur subsequent to the Accelerated Expiration Date. (d) As of the date Tenant provides Landlord with an Acceleration Notice, any unexercised rights or options of Tenant to renew the Term of the Lease or to expand the Premises (whether expansion options, rights of first or second refusal, rights of first or second offer, or other similar rights), and any outstanding Tenant Allowance or other allowance not claimed and properly utilized by Tenant in accordance with the terms hereofLease as of such date, shall immediately be deemed terminated and no longer available or of any further force or effect. 9.5 If Tenant validly exercises the Acceleration Option, Landlord shall prepare an amendment (the “Acceleration Amendment”) reflecting the same. Landlord shall deliver the Acceleration Amendment to Tenant within a reasonable time after receiving the Acceleration Notice, and Tenant shall execute and return the Acceleration Amendment to Landlord within 15 days after receiving it. An otherwise valid exercise of the Acceleration Option shall be fully effective whether or not the Acceleration Amendment is executed. 9.6 Notwithstanding any contrary provision of the Lease, as amended, from and after the date Tenant delivers an Acceleration Notice to Landlord, Tenant’s rights with respect to the Expansion Allowance shall automatically terminate and Landlord shall have no obligation to disburse or otherwise apply any portion of the Expansion Allowance, and the entire Expansion Allowance shall accrue to the benefit of Landlord. 9.7 For purposes of this Acceleration Option, the “Acceleration Conditions” shall mean that Tenant’s Board of Directors has determined in good faith that because of negative results in Tenant’s peganesitide Phase 3 clinical trials, as measured by failure to achieve the safety or efficacy primary endpoints, Tenant must abandon its current plans to substantially expand its commercial group and therefore cannot use the Expansion Space. Concurrently with Tenant’s Acceleration Notice, Tenant shall deliver to Landlord a certificate signed by an officer and the general counsel of Tenant certifying that the Board of Directors has made the foregoing determination in good faith.

Acceleration Option. 9.1 5.01. Tenant shall have the one-time right to accelerate the Termination Date (the “Acceleration Option”) to accelerate of the Extended Termination DateLease, with respect to the entire Expansion Space Premises only, Exhibit F from September 30, 2014, the scheduled Termination Date to the day that is thirty (30) days after date occurring 18 months before the date of Tenant’s Acceleration Notice (defined below) scheduled Termination Date (the “Accelerated Expiration Termination Date”) (the “Acceleration”) ), if: A. Tenant delivers to Landlord, no later than the date that is six (6a) months after the date of this Amendment, a written notice (the “Acceleration Notice”) exercising the Acceleration Option; B. Tenant is not in default under the Lease when at the date Tenant delivers the provides Landlord with an Acceleration Notice to Landlord;(hereinafter defined); and C. No (b) no part of the Expansion Space Premises is sublet for a term extending past the Accelerated Expiration Date when Tenant delivers Termination Date; and (c) the Acceleration Notice to Landlord; D. The Lease has not been assigned before Tenant delivers the Acceleration Notice to Landlord(other than a Permitted Transfer); and E. The Acceleration Conditions (defined in Section 9.7 belowd) exist as Landlord receives notice of the date Tenant delivers its acceleration (“Acceleration Notice, and Tenant’s Acceleration Notice includes documentation thereof reasonably satisfactory ”) not less than 6 full calendar months prior to Landlord thereof. 9.2 If Tenant validly exercises the Acceleration Option, then (i) notwithstanding any contrary provision of the Lease, but subject to the terms of this Section 9, the term of the Lease shall expire, with respect to the entire Expansion Space only (but not with respect to any other portion of the Premises then leased by Tenant under the Lease), on the Accelerated Expiration Date with the same force and effect as if such term were, by the provisions of the Lease, fixed not more than 12 full calendar months prior to expire on the Accelerated Expiration Date; and (ii) without limiting . 5.02. If Tenant exercises its Acceleration Option, Tenant, shall pay to Landlord an amount equal to the foregoing: A. The portions unamortized portion of the Base commissions paid to Tenant’s Broker (which initial amount shall not exceed 5% of total Rent schedules set forth in Section 5 of this Amendment that apply due during the period following Term) and to Landlord’s Broker (which amount shall not exceed 2.5% of total Rent due during the Term), and the Allowance incurred by Landlord in connection with this Lease, assuming such sum was amortized, together with interest at a rate of 9% per annum, from the date of payment of such concessions over the 36 months of the initial Term, plus 3 months’ Rent for the Premises, at the rate payable as of the Accelerated Expiration Termination Date (collectively, the “Acceleration Fee”) as a fee in connection with the acceleration of the Termination Date and not as a penalty, provided that the Acceleration Fee shall be deleted from this Amendment; and B. Tenant shall surrender increased by an amount equal to the Expansion Space to unamortized portion of any concessions, real estate brokerage commissions, tenant improvement allowances or other expenses incurred by Landlord in accordance connection with any additional space leased by Tenant that is subject to acceleration hereunder, plus 3 months’ Rent for the terms Premises, at the rate payable as of the Lease on or before the Accelerated Expiration Termination Date; and C. . Tenant shall remain liable for all rent (includingBase Rent, without limitation, monthly Base Additional Rent and Property Expenses) and other amounts payable sums due under the Lease for the period up to and to and including the Accelerated Expiration Date, Date even though ▇▇▇▇▇▇▇▇ for such amounts may occur after subsequent to the Accelerated Expiration Date; and D. Tenant’s restoration obligations shall be as set forth in the Lease; and E. If Tenant fails to surrender any portion . Within 30 days of the Expansion Space on or before the Accelerated Expiration Date, Tenant’s tenancy thereof shall be subject to Section 10 of the Lease; and F. Any other rights or obligations of Landlord or Tenant under the Lease that, in the absence of the Acceleration, would have survived the Extended Termination Date with respect to the Expansion Space shall survive the Accelerated Expiration Date. 9.3 If Tenant exercises the Acceleration Option, then concurrently with delivery receipt of the Acceleration NoticeNotice from Tenant, Landlord shall present to Tenant an invoice for the Acceleration Fee, calculated pursuant to the terms of this Section 5.02, and Tenant shall pay such Acceleration Fee to Landlord within 30 days of receipt of said invoice from Landlord. 5.03. If Tenant, as a fee subsequent to providing Landlord with an Acceleration Notice, defaults in connection with the acceleration any of the Extended Termination Date with respect to the Expansion Space only and not as a penalty, an amount (the “Acceleration Fee”) equal to $700,000.00. 9.4 If, after delivering an Acceleration Notice to Landlord, Tenant defaults under the provisions of this Lease (including, without limitation, by failing a failure to timely pay the Acceleration Fee), or at any time after delivering an Acceleration Notice and prior to the Accelerated Expiration Date any installment of the Acceleration Conditions are no longer trueFee due hereunder), Landlord, at its option, may (i) declare Tenant’s exercise of the Acceleration Option to be null and void (in which event Landlord shall return to Tenant void, and any Acceleration Fee received from paid to Landlord shall be returned to Tenant, but only after first applying it such Acceleration Fee against any past due rent)Rent under the Lease, or (ii) continue to honor Tenant’s exercise of its Acceleration Option Option, in which case, Tenant shall remain liable for the payment of the Acceleration Fee and for all Base Rent, Additional Rent and other sums due under the Lease up to and including the Accelerated Termination Date even though ▇▇▇▇▇▇▇▇ for such may occur subsequent to the Accelerated Termination Date. 5.04. As of the date Tenant provides Landlord with an Acceleration Notice, any unexercised rights or options of Tenant to renew the Term of the Lease or to expand the Premises (whether expansion options, rights of first or second refusal, rights of first or second offer, or other similar rights), and any outstanding tenant improvement allowance not claimed and properly utilized by Tenant in accordance with the terms hereofLease as of such date, shall immediately be deemed terminated and no longer available or of any further force or effect. Exhibit F EXHIBIT G LETTER OF CREDIT [Name of Financial Institution] Irrevocable Standby Letter of Credit No. Issuance Date: Expiration Date: Applicant: ZILLOW, INC. Beneficiary EOP-NORTHWEST PROPERTIES, L.L.C. c/o Equity ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Attn: Property Manager, ▇▇▇▇▇ Fargo Center Ladies/Gentlemen: We hereby establish our Irrevocable Standby Letter of Credit in your favor for the account of the above referenced Applicant in the amount of One Hundred Thousand and No/100 U.S. Dollars ($100,000.00) available for payment at sight by your draft drawn on us when accompanied by the following documents: 1. An original copy of this Irrevocable Standby Letter of Credit. 9.5 If Tenant validly exercises the Acceleration Option, Landlord shall prepare an amendment (the “Acceleration Amendment”) reflecting the same2. Landlord shall deliver the Acceleration Amendment to Tenant within a reasonable time after receiving the Acceleration Notice, and Tenant shall execute and return the Acceleration Amendment to Landlord within 15 days after receiving it. An otherwise valid exercise of the Acceleration Option shall be fully effective whether or not the Acceleration Amendment is executed. 9.6 Notwithstanding any contrary provision of the Lease, as amended, from and after the date Tenant delivers an Acceleration Notice to Landlord, TenantBeneficiary’s rights with respect to the Expansion Allowance shall automatically terminate and Landlord shall have no obligation to disburse or otherwise apply any portion of the Expansion Allowance, and the entire Expansion Allowance shall accrue to the benefit of Landlord. 9.7 For purposes of this Acceleration Option, the “Acceleration Conditions” shall mean that Tenant’s Board of Directors has determined in good faith that because of negative results in Tenant’s peganesitide Phase 3 clinical trials, as measured by failure to achieve the safety or efficacy primary endpoints, Tenant must abandon its current plans to substantially expand its commercial group and therefore cannot use the Expansion Space. Concurrently with Tenant’s Acceleration Notice, Tenant shall deliver to Landlord a certificate dated statement purportedly signed by an officer authorized signatory or agent reading: This draw in the amount of U.S. Dollars ($ ) under your Irrevocable Standby Letter of Credit No. represents funds due and owing pursuant to the general counsel terms of Tenant certifying that certain lease dated , 2005 by and between EOP-NORTHWEST PROPERTIES, L.L.C., a Delaware limited liability company, as landlord, and ZILLOW, INC., a Washington corporation, as tenant, and/or any amendment to the Board of Directors has made lease or any other agreement between such parties related to the foregoing determination in good faithlease.”

Acceleration Option. 9.1 A. Tenant shall have the right to accelerate the Termination Date (the “Acceleration Option”) to accelerate of the Extended Termination DateLease, with respect to the entire Expansion Space Premises only, from September 30, 2014, to during any of the day that is thirty following 3 periods: (30i) days after the date beginning of Tenant’s Acceleration Notice (defined below) the 37th month of the Term (the “Accelerated Expiration DateFirst Termination Option”), (ii) the beginning of the 49th month of the Term (the “Second Termination Option”), and (iii) beginning of the 61st month of the Term (the “Third Termination Option”) (collectively, the “AccelerationAccelerated Termination Date”) ), if: A. Tenant delivers to Landlord, no later than the date that is six (6) months after the date of this Amendment, a written notice (the “Acceleration Notice”) exercising the Acceleration Option; B. 1. Tenant is not in default under the Lease when at the date Tenant delivers the provides Landlord with an Acceleration Notice to Landlord;(hereinafter defined); and C. No 2. no part of the Expansion Space Premises is sublet for a term extending past the Accelerated Expiration Date when Tenant delivers Termination Date; and 3. the Acceleration Notice to Landlord; D. The Lease has not been assigned before assigned; and 4. Landlord receives notice of acceleration (“Acceleration Notice”) not less than 9 full calendar months prior to the Accelerated Termination Date. B. If Tenant delivers exercises its Acceleration Option, Tenant, simultaneously with delivery of the Acceleration Notice shall pay to Landlord; and E. The Acceleration Conditions (defined in Section 9.7 below) exist as Landlord a sum, based on the following schedule: if Tenant exercises the First Termination Option, Tenant shall pay a sum equal to 3 months’ of Tenant’s Base Rent for the last 3 months of the date Tenant delivers its Acceleration Notice, and Term plus 3 months’ of Tenant’s Acceleration Notice includes documentation thereof reasonably satisfactory to Landlord thereof. 9.2 If Prorata Share of Expenses and Taxes; if Tenant validly exercises the Acceleration Second Termination Option, then (i) notwithstanding any contrary provision Tenant shall pay a sum equal to 2 months’ of Tenant’s Base Rent for the last 2 months of the LeaseTerm plus 2 months’ of Tenant’s Prorata Share of Expenses and Taxes; and if Tenant exercises the Third Termination Option, but subject Tenant shall pay the sum equal to 1 month of Tenant’s Base Rent for the last month of the Term plus 1 month of Tenant’s Prorata Share of Expenses and Taxes (collectively, the “Acceleration Fee”) as a fee in connection with the acceleration of the Termination Date and not as a penalty, provided that the Acceleration Fee shall be increased by an amount equal to the terms of this Section 9, the term of the Lease shall expire, with respect to the entire Expansion Space only (but not with respect to any other unamortized portion of the Premises then any concessions, commissions, allowances or other expenses incurred by Landlord in connection with any additional space leased by Tenant under the Lease), on the Accelerated Expiration Date with the same force and effect as if such term were, by the provisions of the Lease, fixed that is subject to expire on the Accelerated Expiration Date; and (ii) without limiting the foregoing: A. The portions of the Base Rent schedules set forth in Section 5 of this Amendment that apply during the period following the Accelerated Expiration Date shall be deleted from this Amendment; and B. Tenant shall surrender the Expansion Space to Landlord in accordance with the terms of the Lease on or before the Accelerated Expiration Date; and C. acceleration hereunder. Tenant shall remain liable for all rent (includingBase Rent, without limitation, monthly Base Additional Rent and Property Expenses) and other amounts payable sums due under the Lease for the period up to and to and including the Accelerated Expiration Date, Termination Date even though ▇▇▇▇▇▇▇▇ for such amounts may occur after subsequent to the Accelerated Expiration Date; and D. Tenant’s restoration obligations shall be as set forth in the Lease; and E. If Tenant fails to surrender any portion of the Expansion Space on or before the Accelerated Expiration Date, Tenant’s tenancy thereof shall be subject to Section 10 of the Lease; and F. Any other rights or obligations of Landlord or Tenant under the Lease that, in the absence of the Acceleration, would have survived the Extended Termination Date March 9, 2004 Matter ID Number: 11424 2 C. If Tenant, subsequent to providing Landlord with respect to the Expansion Space shall survive the Accelerated Expiration Date. 9.3 If Tenant exercises the Acceleration Option, then concurrently with delivery of the an Acceleration Notice, Tenant shall pay to Landlord, as a fee defaults in connection with the acceleration any of the Extended Termination Date with respect to the Expansion Space only and not as a penalty, an amount (the “Acceleration Fee”) equal to $700,000.00. 9.4 If, after delivering an Acceleration Notice to Landlord, Tenant defaults under the provisions of this Lease (including, without limitation, by failing a failure to timely pay the Acceleration Fee), or at any time after delivering an Acceleration Notice and prior to the Accelerated Expiration Date any installment of the Acceleration Conditions are no longer trueFee due hereunder), Landlord, at its option, may (i) declare Tenant’s exercise of the Acceleration Option to be null and void (in which event Landlord shall return to Tenant void, and any Acceleration Fee received from paid to Landlord shall be returned to Tenant, but only after first applying it such Acceleration Fee against any past due rent)Rent under the Lease, or (ii) continue to honor Tenant’s exercise of its Acceleration Option Option, in which case, Tenant shall remain liable for the payment of the Acceleration Fee and for all Base Rent, Additional Rent and other sums due under the Lease up to and including the Accelerated Termination Date even though ▇▇▇▇▇▇▇▇ for such may occur subsequent to the Accelerated Termination Date. D. As of the date Tenant provides Landlord with an Acceleration Notice, any unexercised rights or options of Tenant to renew the Term of the Lease or to expand the Premises (whether expansion options, rights of first or second refusal, rights of first or second offer, or other similar rights), and any outstanding tenant improvement allowance not claimed and properly utilized by Tenant in accordance with the terms hereofLease as of such date, shall immediately be deemed terminated and no longer available or of any further force or effect. 9.5 If E. Notwithstanding the foregoing, Tenant validly exercises may exercise any one of Tenant’s Termination Rights contained herein and not be required to pay a termination fee provided that (i) Tenant relocates to another property in the San ▇▇▇▇ metropolitan region owned by Landlord and further provided (ii) Tenant leases space at said property with a rentable square footage greater than the rentable square footage of the Premises. F. The Acceleration OptionOption is personal to Tenant and may not be assigned or transferred. March 9, Landlord shall prepare an amendment 2004 Matter ID Number: 11424 3 This Exhibit (the “Acceleration AmendmentParking Agreement”) reflecting is attached to and made a part of the sameLease by and between CA-METRO PLAZA LIMITED PARTNERSHIP (“Landlord”) and CAPTIVA SOFTWARE CORPORATION (“Tenant”) for space in the Building located at ▇▇ ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇. 1. The capitalized terms used in this Parking Agreement shall have the same definitions as set forth in the Lease to the extent that such capitalized terms are defined therein and not redefined in this Parking Agreement. In the event of any conflict between the Lease and this Parking Agreement, the latter shall control. 2. During the initial Term, Tenant agrees to lease from Landlord shall deliver the Acceleration Amendment and Landlord agrees to lease to Tenant within a reasonable time after receiving total of 98 non-reserved parking spaces and 0 reserved parking spaces in the Acceleration Noticeparking facility servicing the Building (“Parking Facility”). During the initial Term, and Tenant shall execute and return the Acceleration Amendment to Landlord within 15 days after receiving it. An otherwise valid exercise of the Acceleration Option shall be fully effective whether or not the Acceleration Amendment is executed. 9.6 Notwithstanding any contrary provision of the Leasepay in advance, as amended, from and after the date Tenant delivers an Acceleration Notice to Landlord, Tenant’s rights with respect to the Expansion Allowance shall automatically terminate and Landlord shall have no obligation to disburse or otherwise apply any portion of the Expansion Allowance, and the entire Expansion Allowance shall accrue to the benefit of Landlord. 9.7 For purposes of this Acceleration Option, the “Acceleration Conditions” shall mean that Tenant’s Board of Directors has determined in good faith that because of negative results in Tenant’s peganesitide Phase 3 clinical trials, as measured by failure to achieve the safety or efficacy primary endpoints, Tenant must abandon its current plans to substantially expand its commercial group and therefore cannot use the Expansion Space. Concurrently concurrent with Tenant’s Acceleration Noticepayment of monthly Base Rent, the prevailing monthly charges established from time to time for parking in the Parking Facility. Such charges shall be payable to Landlord or such other entity as designated by Landlord, and shall be sent to the address Landlord designates from time to time. The initial charge for such parking spaces is $0.00 per non-reserved parking pass, per month, and $0.00 per reserved parking pass, per month. No deductions from the monthly charge shall be made for days on which the Parking Facility is not used by Tenant. Tenant may, from time to time request additional parking spaces, and if Landlord shall provide the same, such parking spaces shall be provided and used on a month-to-month basis, and otherwise on the foregoing terms and provisions, and at such prevailing monthly parking charges as shall be established from time to time. 3. Tenant shall deliver at all times comply with all applicable ordinances, rules, regulations, codes, laws, statutes and requirements of all federal, state, county and municipal governmental bodies or their subdivisions respecting the use of the Parking Facility. Landlord reserves the right to adopt, modify and enforce reasonable rules (“Rules”) governing the use of the Parking Facility from time to time including any key-card, sticker or other identification or entrance system and hours of operation. The Rules set forth herein are currently in effect. Landlord a certificate signed by an officer may refuse to permit any person who violates such Rules to park in the Parking Facility, and any violation of the general counsel of Tenant certifying that Rules shall subject the Board of Directors has made car to removal from the foregoing determination in good faithParking Facility.