Common use of ACCEPTANCE OF POSSESSION Clause in Contracts

ACCEPTANCE OF POSSESSION. On the date of this Lease, Wyeth is leasing the Premises pursuant to 2 leases (the “Wyeth Master Leases”) between Landlord and Wyeth Holdings Corporation (“Wyeth”), and Tenant is subleasing and in possession of, most of the Premises pursuant to 2 subleases (the “Wyeth Subleases”) between Wyeth, as the sublessor, and Tenant, as the sublessee. The Wyeth Master Leases and the Wyeth Subleases are scheduled to expire on November 30, 2007. Tenant shall unconditionally accept possession of the entire Premises in their “as-is” condition on December 1, 2007. Tenant acknowledges and agrees that neither Landlord nor any of Landlord’s agents or representatives has made any representations or warranties as to the suitability, safety, or fitness of the Premises for the conduct of Tenant’s business, Tenant’s intended use of the Premises, or for any other purpose. Tenant acknowledges that Landlord has not made, and Landlord disclaims, any representation as to the condition or repair of the Premises. Except for the Landlord’s Work, Landlord has no obligation to alter, remodel, repair, or improve the Premises, or to remove or demolish any part of the Premises in connection with entering into this Lease. Except for the Allowance and the free Net Rent during the Net Rent Free Period, Landlord has no obligation to provide any tenant improvement allowance, any “move-in” allowance, any free rent period, or any other inducement of any nature to enter into this Lease. Tenant shall be solely responsible for ensuring that the Premises fully meet Tenant’s needs, including but not limited to the sprinkler system, smoke hatches (if any), draft curtains (if any), fire hose racks (if any), and the other fire protection and life safety features and systems of the Premises.

ACCEPTANCE OF POSSESSION. On Tenant acknowledges that it has inspected the date of this LeaseLeased Premises and is willing to accept them in their existing condition, Wyeth is leasing the Premises pursuant to 2 leases (the “Wyeth Master Leases”) between broom clean, unless Landlord and Wyeth Holdings Corporation (“Wyeth”), and Tenant is subleasing and in possession of, most of the Premises pursuant to 2 subleases (the “Wyeth Subleases”) between Wyethshall have agreed, as the sublessor, and a condition to Tenant, as the sublessee. The Wyeth Master Leases and the Wyeth Subleases are scheduled ’s obligation to expire on November 30, 2007. Tenant shall unconditionally accept possession of the entire Leased Premises pursuant to a written Exhibit or Addenda attached to and made a part of the Lease, to modify existing interior improvements or to make, construct and/or install specified improvements within the Leased Premises, in which case Tenant agrees to accept possession of the Leased Premises when Landlord has substantially completed such modifications or improvements and the Leased Premises are Ready for Occupancy. If Landlord shall have so modified existing improvements or constructed additional improvements within the Leased Premises for Tenant, Tenant shall, within Tenant’s Punchlist Period (as set forth in Article I) which shall commence on the date that Landlord notifies Tenant that the agreed improvements have been completed and the Leased Premises are Ready for Occupancy, submit to Landlord a signed copy of the Acceptance Agreement attached hereto as Exhibit “D” together with a punchlist of all incomplete and/or improper work performed by Landlord. Upon the expiration of Tenant’s Punchlist Period, Tenant shall be conclusively deemed to have accepted the Leased Premises in their “asthen-is” existing condition on December 1as so delivered by Landlord to Tenant, 2007. Tenant acknowledges and agrees that neither Landlord nor any of Landlord’s agents or representatives has made any representations or warranties except as to those items reasonably set forth in the suitabilitypunchlist submitted to Landlord prior to the expiration of said period. Landlord agrees to correct all items reasonably set forth in Tenant’s punchlist, safetyprovided that such punchlist was submitted to Landlord within Tenant’s Punchlist Period. Additionally, or fitness Landlord agrees to place in good working order all existing plumbing, lighting, heating, ventilating and air conditioning systems within the Leased Premises and all man doors and roll-up truck doors serving the Leased Premises to the extent that such systems and/or items are not in good operating condition as of the Premises for the conduct of Tenant’s business, Tenant’s intended use date Tenant accepts possession of the Leased Premises; provided that, and only if, Tenant notifies Landlord in writing of such failures or deficiencies within five business days from the date Tenant so accepts possession of the Leased Premises. Landlord will not be responsible for any other purpose. Tenant acknowledges that Landlord has not madelow voltage wiring (below 110 volt) including telephone, data, and Landlord disclaims, any representation as to alarm systems in the condition or repair of the Premises. Except for the Landlord’s Work, Landlord has no obligation to alter, remodel, repair, or improve the Premises, or to remove or demolish any part of the Premises in connection with entering into this Lease. Except for the Allowance and the free Net Rent during the Net Rent Free Period, Landlord has no obligation to provide any tenant improvement allowance, any “move-in” allowance, any free rent period, or any other inducement of any nature to enter into this Lease. Tenant shall be solely responsible for ensuring that the Premises fully meet Tenant’s needs, including but not limited to the sprinkler system, smoke hatches (if any), draft curtains (if any), fire hose racks (if any), and the other fire protection and life safety features and systems of the PremisesBuilding.

ACCEPTANCE OF POSSESSION. On Tenant acknowledges that it has inspected the date of this LeaseLeased Premises and is willing to accept them in their existing condition, Wyeth is leasing the Premises pursuant to 2 leases (the “Wyeth Master Leases”) between broom clean, unless Landlord and Wyeth Holdings Corporation (“Wyeth”), and Tenant is subleasing and in possession of, most of the Premises pursuant to 2 subleases (the “Wyeth Subleases”) between Wyethshall have agreed, as the sublessor, and a condition to Tenant, as the sublessee. The Wyeth Master Leases and the Wyeth Subleases are scheduled ’s obligation to expire on November 30, 2007. Tenant shall unconditionally accept possession of the entire Leased Premises, pursuant to an Addenda attached to and made a part of this Lease to modify existing interior improvements or to make, construct and/or install additional specified improvements within the Leased Premises, in which case Tenant agrees to accept possession of the Lease Premises when Landlord has substantially completed such modifications or improvements and the Lease Premises are Ready for Occupancy. If Landlord shall have so modified existing improvements or constructed additional improvements within the Leased Premises for Tenant, Tenant shall, with Tenant’s punch list Period (as set forth in Article 1) which shall commence on the date that Landlord notifies Tenant that the Leased Premises are Ready for Occupancy, submit to Landlord a punch list of all incomplete and/or improper worked performed by Landlord. Upon the expiration of Tenant’s punch list Period, Tenant shall be conclusively deemed to have accepted the Leased Premises in their “asthen-is” existing condition on December 1as so delivered by landlord to Tenant, 2007. Tenant acknowledges and agrees that neither Landlord nor any of Landlord’s agents or representatives has made any representations or warranties except as to those items reasonably set forth in Tenant’s punch list, provided that such punch list was submitted to Landlord with Tenant’s Punch list Period. Additionally, Landlord agrees to place in good working order all existing plumbing, lighting, heating, ventilating and air conditioning systems within the suitability, safety, or fitness Leased Premises and all man doors and roll-up truck doors serving the Leased Premises to the extent that such systems and/or items are not in good operating condition as of the Premises for the conduct of Tenant’s business, Tenant’s intended use date Tenant accepts possession of the Leased Premises; provided that, an only if, Tenant notifies Landlord in writing of such failures or for any other purpose. deficiencies within five business days from the date Tenant acknowledges that Landlord has not made, and Landlord disclaims, any representation as to the condition or repair so accepts possession of the Premises. Except for the Landlord’s Work, Landlord has no obligation to alter, remodel, repair, or improve the Premises, or to remove or demolish any part of the Premises in connection with entering into this Lease. Except for the Allowance and the free Net Rent during the Net Rent Free Period, Landlord has no obligation to provide any tenant improvement allowance, any “move-in” allowance, any free rent period, or any other inducement of any nature to enter into this Lease. Tenant shall be solely responsible for ensuring that the Premises fully meet Tenant’s needs, including but not limited to the sprinkler system, smoke hatches (if any), draft curtains (if any), fire hose racks (if any), and the other fire protection and life safety features and systems of the Lease Premises.

ACCEPTANCE OF POSSESSION. On Tenant acknowledges that it has inspected the date of this LeaseLeased Premises and is willing to accept them in their existing condition, Wyeth is leasing the Premises pursuant to 2 leases (the “Wyeth Master Leases”) between broom clean, unless Landlord and Wyeth Holdings Corporation (“Wyeth”), and Tenant is subleasing and in possession of, most of the Premises pursuant to 2 subleases (the “Wyeth Subleases”) between Wyethshall have agreed, as the sublessor, and a condition to Tenant, as the sublessee. The Wyeth Master Leases and the Wyeth Subleases are scheduled 's obligation to expire on November 30, 2007. Tenant shall unconditionally accept possession of the entire Leased Premises, pursuant to an Exhibit or Addenda attached to and made a part of this Lease to modify existing interior improvements or to make, construct and/or install additional specified improvements within the Leased Premises, in which case Tenant agrees to accept possession of the Leased Premises when Landlord has substantially completed such modifications or improvements and the Leased Premises are Ready for Occupancy. If Landlord shall have so modified existing improvements or constructed additional improvements within the Leased Premises for Tenant, Tenant shall, within Tenant's Punchlist Period (as set forth in Article 1) which shall commence on the date that Landlord notifies Tenant that the Leased Premises are Ready for Occupancy, submit to Landlord a signed copy of the Acceptance Agreement attached hereto as Exhibit "D" together with a punchlist of all incomplete and/or improper work performed by Landlord. Upon the expiration of Tenant's Punchlist Period, Tenant shall be conclusively deemed to have accepted the Leased Premises in their “asthen-is” existing condition on December 1as so delivered by Landlord to Tenant, 2007. Tenant acknowledges and agrees that neither Landlord nor any of Landlord’s agents or representatives has made any representations or warranties except as to those items reasonably set forth in the suitabilitypunchlist submitted to Landlord prior to the expiration of said period. Landlord agrees to correct all items reasonably set forth in Tenant's punchlist, safetyprovided that such punchlist was submitted to Landlord within Tenant's Punchlist Period. Additionally, or fitness Landlord agrees to place in good working order all existing plumbing, lighting, heating, ventilating and air conditioning systems within the Leased Premises and all man doors and roll-up truck doors serving the Leased Premises to the extent that such systems and/or items are not in good operating condition as of the Premises for the conduct of Tenant’s business, Tenant’s intended use date Tenant accepts possession of the Leased Premises, or for any other purpose. Tenant acknowledges that Landlord has not made; provided that, and only if, Tenant notifies Landlord disclaims, any representation as to in writing of such failures or deficiencies within five business days from the condition or repair date Tenant so accepts possession of the Premises. Except for the Landlord’s Work, Landlord has no obligation to alter, remodel, repair, or improve the Premises, or to remove or demolish any part of the Premises in connection with entering into this Lease. Except for the Allowance and the free Net Rent during the Net Rent Free Period, Landlord has no obligation to provide any tenant improvement allowance, any “move-in” allowance, any free rent period, or any other inducement of any nature to enter into this Lease. Tenant shall be solely responsible for ensuring that the Premises fully meet Tenant’s needs, including but not limited to the sprinkler system, smoke hatches (if any), draft curtains (if any), fire hose racks (if any), and the other fire protection and life safety features and systems of the Leased Premises.

ACCEPTANCE OF POSSESSION. On Tenant acknowledges that it has inspected the date of this LeaseLeased Premises and is willing to accept them in their existing condition, Wyeth is leasing the Premises pursuant to 2 leases (the “Wyeth Master Leases”) between broom clean, unless Landlord and Wyeth Holdings Corporation (“Wyeth”), and Tenant is subleasing and in possession of, most of the Premises pursuant to 2 subleases (the “Wyeth Subleases”) between Wyethshall have agreed, as the sublessor, and a condition to Tenant, as the sublessee. The Wyeth Master Leases and the Wyeth Subleases are scheduled 's obligation to expire on November 30, 2007. Tenant shall unconditionally accept possession of the entire Leased Premises, pursuant to an Addenda attached to and made a part of this Lease to modify existing interior improvements or to make construction and/or install additional specified improvements within the Leased premises, in which case Tenant agrees to accept possession of the Leased Premises when Landlord has substantially completed such modifications or improvements and the Leased Premises are Ready for Occupancy. If Landlord shall have so modified existing improvements or constructed additional improvements within the Leased Premises for Tenant, Tenant shall, within Tenant's Punch list Period (as set forth in Article 1) which shall commence on the date that Landlord notifies Tenant that the Leased Premises are Ready for Occupancy, submit to Landlord a punch list of all incomplete and/or improper work performed by Landlord. Upon the expiration of Tenant's Punch list Period, Tenant shall be conclusively deemed to have accepted the Leased Premises in their “asthen-is” existing condition on December 1as so delivered by Landlord to Tenant, 2007. Tenant acknowledges and agrees that neither Landlord nor any of Landlord’s agents or representatives has made any representations or warranties except as to those items reasonably set forth in the suitabilitypunch list submitted to Landlord prior to the expiration of said period. Landlord agrees to correct all items reasonably set forth in Tenant's Punch list, safetyprovided that such punch list was submitted to Landlord within Tenant's Punch list Period. Additionally, or fitness Landlord agrees to place in good working order all existing plumbing, lighting, heating, ventilating and air conditioning systems within the Leased Premises and all man doors and roll-up truck doors serving the Leased Premises to the extent that such systems and/or items are not in good operating condition as of the Premises for the conduct of Tenant’s business, Tenant’s intended use date Tenant accepts possession of the Leased Premises, or for any other purpose. Tenant acknowledges that Landlord has not made; provided that, and only if, Tenant notifies Landlord disclaims, any representation as to in writing of such failures or deficiencies within thirty (30) business days from the condition or repair date Tenant so accepts possession of the Premises. Except for the Landlord’s Work, Landlord has no obligation to alter, remodel, repair, or improve the Premises, or to remove or demolish any part of the Premises in connection with entering into this Lease. Except for the Allowance and the free Net Rent during the Net Rent Free Period, Landlord has no obligation to provide any tenant improvement allowance, any “move-in” allowance, any free rent period, or any other inducement of any nature to enter into this Lease. Tenant shall be solely responsible for ensuring that the Premises fully meet Tenant’s needs, including but not limited to the sprinkler system, smoke hatches (if any), draft curtains (if any), fire hose racks (if any), and the other fire protection and life safety features and systems of the Lease Premises.

ACCEPTANCE OF POSSESSION. On the date Tenant commences occupancy of the Premises Tenant acknowledges that it has inspected the Leased Premises and is willing to accept them in their existing condition (excepting latent defects), broom clean, unless Landlord shall have agreed, as a condition to Tenant's obligation to accept possession of the Leased Premises pursuant to a written Exhibit or Addenda attached to and made a part of the Lease, to modify existing interior improvements or to make, construct and/or install specified improvements within the Leased Premises and/or to construct the Leased Premises, in which case Tenant agrees to accept possession of the Leased Premises when Landlord has substantially completed such modifications or improvements and the Leased Premises are Ready for Occupancy. If Landlord shall have so modified existing improvements or constructed additional improvements within the Leased Premises for Tenant and/or to construct the Leased Premises, Tenant shall, within Tenant's Punchlist Period (as set forth in Article I) which shall commence on the date that Landlord notifies Tenant that the agreed improvements have been completed and the Leased Premises are Ready for Occupancy, submit to Landlord a signed copy of the Acceptance Agreement attached hereto as Exhibit "D" together with a punchlist of all incomplete and/or improper work performed by Landlord. Upon the expiration of Tenant's Punchlist Period, Tenant shall be conclusively deemed to have accepted the Leased Premises in their then-existing condition as so delivered by Landlord to Tenant, except as to latent defects and those items reasonably set forth in the punchlist submitted to Landlord prior to the expiration of said period. Landlord agrees to correct all items reasonably set forth in Tenant's punchlist, provided that such punchlist was submitted to Landlord within Tenant's Punchlist Period. Additionally, Landlord agrees to place in good working order all plumbing, lighting, heating, ventilating and air conditioning systems within the Leased Premises and all man doors and roll-up truck doors serving the Leased Premises to the extent that such systems and/or items are not in good operating condition. Notwithstanding anything to the contrary in Section 2.5 of the Lease Form, Landlord warrants that the construction of the Building, Outside Areas and Tenant Improvements will be performed substantially in accordance with the Construction Drawings (as defined in Exhibit C) in a good and workmanlike manner, free of defects and the Building, Outside Areas, and Leased Premises shall be in compliance with all laws, codes, ordinances, rules and regulations, and that all materials and equipment furnished will substantially conform to said drawings and will be new and otherwise of good quality. This warranty does not extend to, and neither Landlord nor Landlord's general contractor shall be liable for, any defect in construction or equipment which is discovered more than one year after the recordation of a notice of completion for the Building. Tenant shall promptly notify Landlord in writing of any defect in construction or equipment covered within such one-year period, and promptly thereafter Landlord shall commence the cure of each such defect and complete such cure with diligence at Landlord's cost and expense, not to be passed through to Tenant. With respect to defects discovered after the expiration of such one-year period, Landlord and Tenant acknowledge that they intend that Tenant shall have the benefit of any express or implied construction or equipment warranties existing in favor of Landlord and against all third parties which would assist Tenant in correcting such defects and in discharging its obligations regarding the repair and maintenance of the Leased Premises. Following the expiration of such one-year period, Landlord shall inform Tenant of all written construction and equipment warranties existing in favor of Landlord which affect the Building or equipment. Landlord shall cooperate with Tenant in enforcing such warranties and in bringing any suit that may be necessary to enforce liability with regard to any defective construction or equipment which is discovered or of which Landlord receives notice after the expiration of said one-year warranty period, so long as Tenant pays all costs reasonably incurred by Landlord in connection therewith. This warranty applies only to construction performed by Landlord for Tenant after the date of this Lease, Wyeth is leasing the Premises pursuant to 2 leases (the “Wyeth Master Leases”) between Landlord and Wyeth Holdings Corporation (“Wyeth”), and Tenant is subleasing and in possession of, most of the Premises pursuant to 2 subleases (the “Wyeth Subleases”) between Wyeth, as the sublessor, and Tenant, as the sublessee. The Wyeth Master Leases and the Wyeth Subleases are scheduled to expire on November 30, 2007. Tenant shall unconditionally accept possession of the entire Premises in their “as-is” condition on December 1, 2007. Tenant acknowledges and agrees that neither Landlord nor any of Landlord’s agents or representatives has made any representations or warranties as to the suitability, safety, or fitness of the Premises for the conduct of Tenant’s business, Tenant’s intended use of the Premises, or for any other purpose. Tenant acknowledges that Landlord has not made, and Landlord disclaims, any representation as to the condition or repair of the Premises. Except for the Landlord’s Work, Landlord has no obligation to alter, remodel, repair, or improve the Premises, or to remove or demolish any part of the Premises in connection with entering into this Lease. Except for the Allowance and the free Net Rent during the Net Rent Free Period, Landlord has no obligation to provide any tenant improvement allowance, any “move-in” allowance, any free rent period, or any other inducement of any nature to enter into this Lease. Tenant shall be solely responsible for ensuring that the Premises fully meet Tenant’s needs, including but not limited to the sprinkler system, smoke hatches (if any), draft curtains (if any), fire hose racks (if any), and the other fire protection and life safety features and systems of the Premises.

ACCEPTANCE OF POSSESSION. On Tenant acknowledges that it currently occupies the date Premises and that it accepts the Premises as complying with all requirements of Tenant and all obligations of Landlord with respect to the condition, order and repair thereof. Notwithstanding the same, Tenant’s acceptance hereunder shall not limit the Landlord’s maintenance obligations under the provisions of subsection 9.1 hereof nor the condition of such additional premises, if any as Tenant hereafter may lease or occupy subsequent to the Commencement Date of this Lease. Quiet Enjoyment - Landlord represents and warrants that Tenant, on paying the rental under this Lease and observing and keeping the covenants and agreements of this Lease on its part to be kept and performed, shall lawfully and quietly hold, occupy, enjoy, manage, and operate the Premises, subject to the terms of this Lease, Wyeth is leasing without hindrance or molestation by Landlord during the Premises pursuant to 2 leases (the “Wyeth Master Leases”) between Landlord and Wyeth Holdings Corporation (“Wyeth”), and Term or by any person or persons claiming under Landlord. Surrender - If Tenant is subleasing and in shall not immediately surrender possession of, most of the Premises pursuant at the end of the Term, Tenant shall, at Landlord’s sole election, become a tenant from month to 2 subleases (the “Wyeth Subleases”) between Wyeth, as the sublessormonth, and Tenantshall be liable for rental on the Premises in an amount equal to one hundred twenty percent (120%) of the Basic Annual Rental, and for all additional rental payable hereunder, just before the termination of this Lease, such rental to be payable to Landlord in monthly installments, in advance, on the first day of each month for so long as the sublessee. The Wyeth Master Leases and the Wyeth Subleases are scheduled to expire on November 30, 2007. Tenant shall unconditionally accept remain in possession of the entire Premises in their “as-is” condition on December 1, 2007. Tenant acknowledges and agrees that neither Landlord nor any of Landlord’s agents or representatives has made any representations or warranties as to the suitability, safety, or fitness of the Premises for the conduct of Tenant’s business, Tenant’s intended use of the Premises, or for any other purpose. Tenant acknowledges that Landlord has not made, and Landlord disclaims, any representation as to the condition or repair of the Premises. Except If Landlord does not so elect to treat Tenant as a tenant from month to month, Tenant shall nevertheless be liable for the Landlord’s Workrental hereinabove provided, payable to Landlord in monthly installments, in advance on the first day of each month for so long as Tenant shall remain in possession of the Premises. In the event Landlord does not elect to treat Tenant as a tenant from month to month, Landlord has shall continue to be entitled to retake possession of the Premises at any time after five (5) days prior notice to Tenant, and Tenant shall in no obligation case whatsoever be entitled to alterreceive a refund for any rental paid in advance. Tenant hereby expressly waives (a) the service of any notice in writing of intention to retake possession and (b) any right that Tenant may have to a jury trial in connection with such retaking of possession. If Tenant shall fail to surrender possession of the Premises immediately on the expiration of the Term, remodelall of the obligations of Tenant and all rights of Landlord applicable during the Term shall be equally applicable during such period of subsequent occupancy, repairregardless of whether a month to month tenancy shall have been created as aforesaid, with the exception of Sections 7.2 (Quiet Enjoyment) and 13 (Assignment and Subletting). No act or conduct of Landlord, its employees, agents, or improve representatives, including, but not limited to, the acceptance of the keys to the Premises, or to remove or demolish any part shall constitute an acceptance of the surrender of the Premises in connection with entering into this Leasebefore the Expiration Date. Except for the Allowance Only a written notice of acceptance and the free Net Rent during the Net Rent Free Period, surrender and termination from Landlord has no obligation to provide any tenant improvement allowance, any “move-in” allowance, any free rent period, or any other inducement of any nature to enter into this Lease. Tenant shall be solely responsible for ensuring that constitute acceptance of the surrender of the Premises fully meet and accomplish a termination of this Lease by Tenant’s needs, including but not limited to the sprinkler system, smoke hatches (if any), draft curtains (if any), fire hose racks (if any), and the other fire protection and life safety features and systems of the Premises.

ACCEPTANCE OF POSSESSION. On Tenant acknowledges that it has inspected the date of this LeaseLeased Premises and is willing to accept them in their existing condition, Wyeth is leasing the Premises pursuant to 2 leases (the “Wyeth Master Leases”) between broom clean, unless Landlord and Wyeth Holdings Corporation (“Wyeth”), and Tenant is subleasing and in possession of, most of the Premises pursuant to 2 subleases (the “Wyeth Subleases”) between Wyethshall have agreed, as the sublessor, and a condition to Tenant, as the sublessee. The Wyeth Master Leases and the Wyeth Subleases are scheduled ’s obligation to expire on November 30, 2007. Tenant shall unconditionally accept possession of the entire Leased Premises, pursuant to an Exhibit or Addenda attached to and made a part of this Lease to modify existing interior improvements or to make, construct and/or install additional specified improvements within the Leased Premises, in which case Tenant agrees to accept possession of the Leased Premises when Landlord has substantially completed such modifications or improvements and the Leased Premises are Ready for Occupancy. If Landlord shall have so modified existing improvements or constructed additional improvements within the Leased Premises for Tenant, Tenant shall, within Tenant’s Punchlist Period (as set forth in Article 1) which shall commence on the date that Landlord notifies Tenant that the Leased Premises are Ready for Occupancy and delivers possession of the Leased Premises to Tenant, submit to Landlord a signed copy of the Acceptance Agreement attached hereto as Exhibit “E” together with a punchlist of all incomplete and/or improper work performed by Landlord. Upon the expiration of Tenant’s Punchlist Period, Tenant shall be conclusively deemed to have accepted the Leased Premises in their “asthen-is” existing condition on December 1as so delivered by Landlord to Tenant, 2007. Tenant acknowledges and agrees that neither Landlord nor any of Landlord’s agents or representatives has made any representations or warranties except as to those items reasonably set forth in the suitabilitypunchlist submitted to Landlord prior to the expiration of said period. Landlord agrees to correct promptly all items reasonably set forth in Tenant’s punchlist, provided that such punchlist was submitted to Landlord within Tenant’s Punchlist Period. Additionally, Landlord agrees to place in good working order all existing plumbing, lighting, electrical, life safety, or fitness access control, heating, ventilating and air conditioning systems within the Leased Premises and all man doors and roll-up truck doors serving the Leased Premises to the extent that such systems and/or items are not in good operating condition as of the Premises for the conduct of Tenant’s business, Tenant’s intended use date Tenant accepts possession of the Leased Premises, or for any other purpose. Tenant acknowledges that Landlord has not made; provided that, and only if, Tenant notifies Landlord disclaims, any representation as to in writing of such failures or deficiencies within the condition or repair of the Premises. Except for the Landlord’s Work, Landlord has no obligation to alter, remodel, repair, or improve the Premises, or to remove or demolish any part of the Premises in connection with entering into this Lease. Except for the Allowance and the free Net Rent during the Net Rent Free Punchlist Period, Landlord has no obligation to provide any tenant improvement allowance, any “move-in” allowance, any free rent period, or any other inducement of any nature to enter into this Lease. Tenant shall be solely responsible for ensuring that the Premises fully meet Tenant’s needs, including but not limited to the sprinkler system, smoke hatches (if any), draft curtains (if any), fire hose racks (if any), and the other fire protection and life safety features and systems of the Premises.

ACCEPTANCE OF POSSESSION. On Tenant acknowledges that it has inspected the date of this LeaseLeased Premises and is willing to accept them in their existing condition, Wyeth is leasing broom clean, unless Landlord shall have agreed, as a condition to Tenant's obligation to accept possession for the Leased Premises pursuant to 2 leases (the “Wyeth Master Leases”) between Landlord a written Exhibit or Addenda attached to and Wyeth Holdings Corporation (“Wyeth”), and Tenant is subleasing and in possession of, most made a part of the Premises pursuant Lease, to 2 subleases (modify existing interior improvements or to make, construct and/or install specified improvements within the “Wyeth Subleases”) between WyethLeased Premises, as the sublessor, and Tenant, as the sublessee. The Wyeth Master Leases and the Wyeth Subleases are scheduled in which case Tenant agrees to expire on November 30, 2007. Tenant shall unconditionally accept possession of the entire Leased Premises when Landlord has substantially completed such modifications or improvements and the Leased Premises are Ready for Occupancy. If Landlord shall have so modified existing improvements or constructed additional improvements within the Leased Premises for Tenant, Tenant shall, within Tenant's Punchlist Period (as set forth in Article I) which shall commence on the date that Landlord notifies Tenant that the agreed improvements have been completed and the Leased Premises are Ready for Occupancy, submit to Landlord a signed copy of the Acceptance Agreement attached hereto as Exhibit "D" together with a punchlist of all incomplete and/or improper work performed by Landlord. Upon the expiration of Tenant's Punchlist Period, Tenant shall be conclusively deemed to have accepted the Leased Premises in their “asthen-is” existing condition on December 1as so delivered by Landlord to Tenant, 2007. Tenant acknowledges and agrees that neither Landlord nor any of Landlord’s agents or representatives has made any representations or warranties except as to those items reasonably set forth in the suitabilitypunchlist submitted to Landlord prior to the expiration of said period. Landlord agrees to correct all items reasonably set forth in Tenant's punchlist, safetyprovided that such punchlist was submitted to Landlord within Tenant's Punchlist Period. Additionally, or fitness Landlord agrees to place in good working order all existing plumbing, lighting, heating, ventilating and air conditioning systems within the Leased Premises and all man doors and roll-up truck doors serving the Leased Premises to the extent that such systems and/or items are not in good operating condition as of the Premises for the conduct of Tenant’s business, Tenant’s intended use date Tenant accepts possession of the Leased Premises, or for any other purpose. Tenant acknowledges that Landlord has not made; provided that, and only if, Tenant notifies Landlord disclaims, any representation as to in writing of such failures or deficiencies within five business days from the condition or repair date Tenant so accepts possession of the Premises. Except for the Landlord’s Work, Landlord has no obligation to alter, remodel, repair, or improve the Premises, or to remove or demolish any part of the Premises in connection with entering into this Lease. Except for the Allowance and the free Net Rent during the Net Rent Free Period, Landlord has no obligation to provide any tenant improvement allowance, any “move-in” allowance, any free rent period, or any other inducement of any nature to enter into this Lease. Tenant shall be solely responsible for ensuring that the Premises fully meet Tenant’s needs, including but not limited to the sprinkler system, smoke hatches (if any), draft curtains (if any), fire hose racks (if any), and the other fire protection and life safety features and systems of the Leased Premises.

ACCEPTANCE OF POSSESSION. On the date of this LeaseLessee covenants and agrees that, Wyeth is leasing the Premises pursuant prior to 2 leases (the “Wyeth Master Leases”) between Landlord and Wyeth Holdings Corporation (“Wyeth”), and Tenant is subleasing and in possession of, most of the Premises pursuant to 2 subleases (the “Wyeth Subleases”) between Wyeth, as the sublessor, and Tenant, as the sublessee. The Wyeth Master Leases and the Wyeth Subleases are scheduled to expire on November 30, 2007. Tenant shall unconditionally accept taking possession of the entire Premises demised premises, it will inspect and examine the condition of the said demised premises and every part thereof and that such inspection and examination shall be made within five (5) days from date Lessor notifies Lessee that the demised premises are ready for occupancy and the Lessee will take and accept possession and occupancy of demised premises on date of said inspection, provided facilities are found to be in their “as-is” substantial conformance with specifications set forth in Schedule "A". Acceptance of possession of the herein demised premises by Lessee shall constitute an agreement by Lessee with Lessor that the demised premises are in good and tenantable condition and that Lessor has complied with each and every obligation on December 1its part to be performed relating thereto, 2007. Tenant acknowledges except Lessor shall and hereby agrees that neither Landlord nor any incomplete work or items not in conformance with specifications set forth in Schedule "A", at time of Landlord’s agents inspection, will without delay, and with reasonable expedition thereafter be repaired, completed or representatives has otherwise made to conform to said specifications, and thereafter, unless otherwise expressly provided for herein, Lessee shall have no claims or demands and shall not assert any representations claims or warranties as to demands of any character based upon or arising out of the suitability, safetycondition of the demised premises, or fitness any alleged failure of the Premises Lessor or provide demised property in the manner and within the time provided for in this Lease. If Lessee does not take possession as herein provided this Lease shall be, at Lessor's option, terminated by reason of default on the conduct of Tenant’s business, Tenant’s intended use of the Premises, or for any other purpose. Tenant acknowledges that Landlord has not made, and Landlord disclaims, any representation as to the condition or repair of the Premises. Except for the Landlord’s Work, Landlord has no obligation to alter, remodel, repair, or improve the Premises, or to remove or demolish any part of the Premises in connection with entering into this Lease. Except for the Allowance Lessee and the free Net Rent during Security Deposit, herein provided for, will be paid to and forfeited to the Net Rent Free Period, Landlord has no obligation to provide Lessor and in addition Lessee will reimburse Lessor for all expenditures made by Lessor in providing the Leasehold improvements for Lessee as specified in Schedule "A" and/or Lessee and Lessor approved plans and specifications or by written request of Lessee and Lessee shall also repay Lessor for any tenant improvement allowance, any “move-in” allowance, any free rent period, or any other inducement expenditures by Lessor for removal of any nature of said Leasehold Improvements not deemed to enter into this Lease. Tenant shall be solely responsible for ensuring that the Premises fully meet Tenant’s needs, including but not limited an asset to the sprinkler system, smoke hatches (if any), draft curtains (if any), fire hose racks (if any), and demised premises by the other fire protection and life safety features and systems of the PremisesLessor.

ACCEPTANCE OF POSSESSION. On As soon as the date Tenant Improvements are Substantially Complete (exclusive of this Leasecustom features, Wyeth is leasing the Premises pursuant to 2 leases (the “Wyeth Master Leases”) between Landlord and Wyeth Holdings Corporation (“Wyeth”)such as entrance stair, water feature, and Tenant is subleasing boardroom upgrades) and in possession ofSublandlord has given Subtenant reasonable prior written notice of the time and date therefor, most Sublandlord and Subtenant shall together walk through and inspect the Premises. After such inspection has been completed, each party shall sign an acceptance agreement, which shall (i) include a list of all "punch list" items which the parties agree are to be corrected by Sublandlord, and (ii) shall state the Commencement Date as provided above. Sublandlord shall use reasonable efforts to complete and/or repair such "punch list" items within thirty (30) days after executing the acceptance agreement. After completion of the custom features, Sublandlord and Subtenant shall prepare a punch list for these elements. The parties' preparation of such a "punch list" and execution of an acceptance agreement shall be deemed an acceptance by Subtenant of the Premises pursuant to 2 subleases (as complete and free from defects except as noted in the “Wyeth Subleases”) between Wyethpunch list, as but shall not in any way affect the sublessor, and Tenant, as the sublessee. The Wyeth Master Leases and the Wyeth Subleases are scheduled to expire on November 30, 2007. Tenant shall unconditionally accept possession following warranty obligations of the entire Premises in their “as-is” condition on December 1, 2007. Tenant acknowledges and agrees that neither Landlord nor any of Landlord’s agents or representatives has made any representations or warranties as Sublandlord: Notwithstanding anything to the suitabilitycontrary in the Sublease, safety, or fitness effective upon delivery of the Premises for to Subtenant, Sublandlord does hereby warrant (i) that the conduct Tenant Improvements were constructed in accordance with all applicable Governmental Requirements, (ii) that the Tenant Improvements were constructed in accordance with the approved final Construction Drawings and in a good and workmanlike manner, (iii) that all material and equipment installed in the Premises conformed to the approved final Construction Drawings, was new and otherwise of Tenant’s businessgood quality and was installed in accordance with all vendor's and manufacturer's specifications, Tenant’s intended use of the Premises, or for any other purpose. Tenant acknowledges that Landlord has not madeinstructions and requirements, and Landlord disclaims(iv) that all material and equipment installed in the Premises has been paid for and is free of liens, any representation as security interests or chattel mortgages. All construction, product and equipment warranties and guarantees obtained by Sublandlord shall, to the condition or extent obtainable, provide that such warranties and guarantees shall also run to the benefit of Subtenant and its successors and assigns. Subtenant shall have the benefit of any construction, product and equipment warranties and guarantees in favor of Sublandlord that would assist Subtenant in correcting defects and in discharging any of Subtenant's obligations regarding the repair and maintenance of the Premises. Except for the Landlord’s WorkUpon written request by Subtenant, Landlord has no obligation to alterSublandlord shall inform Subtenant of all written construction, remodel, repair, or improve product and equipment warranties and guarantees in favor of Sublandlord which affect the Premises. Notwithstanding anything to the contrary contained in the Sublease, or to remove or demolish any part Subtenant's acceptance of the Premises shall not be deemed a waiver of the foregoing warranty, and Sublandlord shall promptly repair all violations of the warranty set forth in connection with entering into this Leaseparagraph at its sole cost and expense. Except SUBTENANT: SUBLANDLORD: Vitria Technology, Inc., Applied Materials, Inc., a California corporation a Delaware corporation By: /s/ Xxxx X. Xxxxx By: /s/ Xxxxxx X. ---------- -------------------------------- --------------------------------- Name: Xxxx X. Xxxxx Name: Xxxxxx X. -------- ------------------------------ ------------------------------- Title: Chief Financial Officer Title: ----------------------------- ------------------------------- By: /s/ Xx Xxx Xxxxx By: -------------------------------- --------------------------------- Print Name: Xx Xxx Xxxxx Print Name: ------------------------ ------------------------- Title: President & CEO Title: ----------------------------- ------------------------------ Schedule "1" to Exhibit C BUILDING STANDARD IMPROVEMENTS Unless otherwise agreed by both Subtenant and Sublandlord, the following materials, or comparable substitute materials, shall be used by Sublandlord in completing the Improvements for the Allowance Premises. Drywall Partitions: Building-standard interior partitions to consist of 3 5/8" metal studs, with one layer 5/8" gypsum board each side. All partitions to be taped and the free Net Rent during the Net Rent Free Periodprepared for light texture paint finish. Door: Interior door assembly to be paint grade wood- veneer, Landlord has no obligation solid-core doors, 3 feet wide by 7' height. Door Frame: Hollow metal knock-down, painted building- standard color. Door Hardware: Chrome lever handle latchset, three pair butt hinges. Entry Door Assembly: Door assembly to provide any tenant improvement allowancebe determined, any “move-in” allowance, any free rent period, or any other inducement of any nature to enter into this Lease. Tenant shall be solely responsible for ensuring that the Premises fully meet Tenant’s needs, including but not limited to the sprinkler system, smoke hatches (if any), draft curtains (if any), fire hose racks (if any), frame and the other fire protection and life safety features and systems of the Premiseslockset included.

ACCEPTANCE OF POSSESSION. On Tenant acknowledges that it has inspected the date Leased Premises and is willing to accept them in their existing condition, broom clean, unless Landlord shall have agreed, as a condition to Tenant's obligation to accept possession of the Leased Premises pursuant to a written Addenda attached to and made a part of this Lease, Wyeth is leasing to modify existing interior improvements or to make, construct and/or install specified improvements within the Premises pursuant Leased Premises, in which case Tenant agrees to 2 leases (the “Wyeth Master Leases”) between Landlord and Wyeth Holdings Corporation (“Wyeth”), and Tenant is subleasing and in possession of, most of the Premises pursuant to 2 subleases (the “Wyeth Subleases”) between Wyeth, as the sublessor, and Tenant, as the sublessee. The Wyeth Master Leases and the Wyeth Subleases are scheduled to expire on November 30, 2007. Tenant shall unconditionally accept possession of the entire Leased Premises when Landlord has substantially completed such modifications or improvements and the Leased Premises are Ready for Occupancy. If Landlord shall have so modified existing improvements or constructed additional improvements within the Leased Premises for Tenant, Tenant shall, within Tenant's Punchlist Period (as set forth in Article 1) which shall commence on the date that Landlord notifies Tenant that the agreed improvements have been completed and the Lease Premises are Ready for Occupancy, submit to Landlord a punchlist of all incomplete and/or improper work performed by Landlord, Upon the expiration of Tenant's Punchlist Period, Tenant shall be conclusively deemed to have accepted the Leased Premises in their “asthen-is” existing condition on December 1as so delivered by Landlord to Tenant, 2007. Tenant acknowledges and agrees that neither Landlord nor any of Landlord’s agents or representatives has made any representations or warranties except as to those items reasonably set forth in the suitabilitypunchlist submitted to Landlord prior to the expiration of said period. Landlord agrees to correct all items reasonably set forth in Tenant's punchlist, safetyprovided that such punchlist was submitted to Landlord within Tenant's Punchlist Period. Additionally, or fitness Landlord agrees to place in good working order all existing plumbing, lighting, heating, ventilating and air conditioning systems within the Leased Premises and all man doors and roll-up truck doors serving the Leased Premises to the extent that such systems and/or items are not in good operating condition as of the Premises for the conduct of Tenant’s business, Tenant’s intended use date Tenant accepts possession of the Leased Premises, or for any other purpose. Tenant acknowledges that Landlord has not made; provided that, and only if, Tenant notifies Landlord disclaims, any representation as to in writing of such failures or deficiencies within five business days from the condition or repair date Tenant so accepts possession of the Premises. Except for the Landlord’s Work, Landlord has no obligation to alter, remodel, repair, or improve the Premises, or to remove or demolish any part of the Premises in connection with entering into this Lease. Except for the Allowance and the free Net Rent during the Net Rent Free Period, Landlord has no obligation to provide any tenant improvement allowance, any “move-in” allowance, any free rent period, or any other inducement of any nature to enter into this Lease. Tenant shall be solely responsible for ensuring that the Premises fully meet Tenant’s needs, including but not limited to the sprinkler system, smoke hatches (if any), draft curtains (if any), fire hose racks (if any), and the other fire protection and life safety features and systems of the Leased Premises.

ACCEPTANCE OF POSSESSION. On Tenant acknowledges that it has inspected the date Leased Premises and is willing to accept them in their existing condition, broom clean, unless Landlord shall have agreed, as a condition to Tenant's obligation to accept possession of the Leased Premises pursuant to a written Addenda attached to and made a part of this Lease, Wyeth is leasing to modify existing interior improvements or to make, construct and/or install specified improvements within the Premises pursuant Leased Premises, in which case Tenant agrees to 2 leases (the “Wyeth Master Leases”) between Landlord and Wyeth Holdings Corporation (“Wyeth”), and Tenant is subleasing and in possession of, most of the Premises pursuant to 2 subleases (the “Wyeth Subleases”) between Wyeth, as the sublessor, and Tenant, as the sublessee. The Wyeth Master Leases and the Wyeth Subleases are scheduled to expire on November 30, 2007. Tenant shall unconditionally accept possession of the entire Leased Premises when Landlord has substantially completed such modifications or improvements and the Leased Premises are Ready for Occupancy. If Landlord shall have so modified existing improvements or constructed additional improvements within the Leased Premises for Tenant, Tenant shall, within Tenant's Punchlist Period (as set forth in Article 1) which shall commence on the date that Landlord notifies Tenant that the agreed improvements have been completed and the Lease Premises are Ready for Occupancy, submit to Landlord a punchlist of all incomplete and/or improper work performed by Landlord. Upon the expiration of Tenant's Punchlist Period, Tenant shall be conclusively deemed to have accepted the Leased Premises in their “asthen-is” existing condition on December 1as so delivered by Landlord to Tenant, 2007. Tenant acknowledges and agrees that neither Landlord nor any of Landlord’s agents or representatives has made any representations or warranties except as to those items reasonably set forth in the suitabilitypunchlist submitted to Landlord prior to the expiration of said period. Landlord agrees to correct all items reasonably set forth in Tenant's punchlist, safetyprovided that such punchlist was submitted to Landlord within Tenant's Punchlist Period. Additionally, or fitness Landlord agrees to place in good working order all existing plumbing, lighting, heating, ventilating and air conditioning systems within the Leased Premises and all man doors and roll-up truck doors serving the Leased Premises to the extent that such systems and/or items are not in good operating condition as of the Premises for the conduct of Tenant’s business, Tenant’s intended use date Tenant accepts possession of the Leased Premises, or for any other purpose. Tenant acknowledges that Landlord has not made; provided that, and only if, Tenant notifies Landlord disclaims, any representation as to in writing of such failures or deficiencies within five business days from the condition or repair date Tenant so accepts possession of the Premises. Except for the Landlord’s Work, Landlord has no obligation to alter, remodel, repair, or improve the Premises, or to remove or demolish any part of the Premises in connection with entering into this Lease. Except for the Allowance and the free Net Rent during the Net Rent Free Period, Landlord has no obligation to provide any tenant improvement allowance, any “move-in” allowance, any free rent period, or any other inducement of any nature to enter into this Lease. Tenant shall be solely responsible for ensuring that the Premises fully meet Tenant’s needs, including but not limited to the sprinkler system, smoke hatches (if any), draft curtains (if any), fire hose racks (if any), and the other fire protection and life safety features and systems of the Leased Premises.

ACCEPTANCE OF POSSESSION. On Tenant acknowledges that it has inspected the date of this LeaseLeased Premises and is willing to accept them in their existing condition, Wyeth is leasing the Premises pursuant to 2 leases (the “Wyeth Master Leases”) between broom clean, unless Landlord and Wyeth Holdings Corporation (“Wyeth”), and Tenant is subleasing and in possession of, most of the Premises pursuant to 2 subleases (the “Wyeth Subleases”) between Wyethshall have agreed, as the sublessor, and a condition to Tenant, as the sublessee. The Wyeth Master Leases and the Wyeth Subleases are scheduled ’s obligation to expire on November 30, 2007. Tenant shall unconditionally accept possession of the entire Leased Premises, pursuant to an Addenda attached to and made a part of this Lease to modify existing interior improvements or to make construction and/or install additional specified improvements within the Leased premises, in which case Tenant agrees to accept possession of the Leased Premises when Landlord has substantially completed such modifications or improvements and the Leased Premises are Ready for Occupancy. If Landlord shall have so modified existing improvements or constructed additional improvements within the Leased Premises for Tenant, Tenant shall, within Tenant’s Punchlist Period (as set forth in Article I) which shall commence on the date that Landlord notifies Tenant that the Leased Premises are Ready for Occupancy, submit to Landlord a punchlist of all incomplete and/or improper work performed by Landlord. Upon the expiration of Tenant’s Punchlist Period, Tenant shall be conclusively deemed to have accepted the Leased Premises in their “asthen-is” existing condition on December 1as so delivered by Landlord to Tenant, 2007. Tenant acknowledges and agrees that neither Landlord nor any of Landlord’s agents or representatives has made any representations or warranties except as to those items reasonably set forth in the suitabilitypunchlist submitted to Landlord prior to the expiration of said period. Landlord agrees to correct all items reasonably set forth in Tenant’s Punchlist, safetyprovided that such punchlist was submitted to Landlord within Tenant’s Punchlist Period. Additionally, or fitness Landlord agrees to place in good working order all existing plumbing, lighting, heating, ventilating and air conditioning systems within the Leased Premises and all man doors and roll-up truck doors serving the Leased Premises to the extent that such systems and/or items are not in good operating condition as of the Premises for the conduct of Tenant’s business, Tenant’s intended use date Tenant accepts possession of the Leased Premises, or for any other purpose. Tenant acknowledges that Landlord has not made; provided that, and only if, Tenant notifies Landlord disclaims, any representation as to in writing of such failures or deficiencies within five business days from the condition or repair date Tenant so accepts possession of the Premises. Except for the Landlord’s Work, Landlord has no obligation to alter, remodel, repair, or improve the Premises, or to remove or demolish any part of the Premises in connection with entering into this Lease. Except for the Allowance and the free Net Rent during the Net Rent Free Period, Landlord has no obligation to provide any tenant improvement allowance, any “move-in” allowance, any free rent period, or any other inducement of any nature to enter into this Lease. Tenant shall be solely responsible for ensuring that the Premises fully meet Tenant’s needs, including but not limited to the sprinkler system, smoke hatches (if any), draft curtains (if any), fire hose racks (if any), and the other fire protection and life safety features and systems of the Lease Premises.

ACCEPTANCE OF POSSESSION. On Tenant acknowledges that it has inspected the date of this LeaseLeased Premises and is willing to accept them in their existing condition, Wyeth is leasing the Premises pursuant to 2 leases (the “Wyeth Master Leases”) between broom clean, unless Landlord and Wyeth Holdings Corporation (“Wyeth”), and Tenant is subleasing and in possession of, most of the Premises pursuant to 2 subleases (the “Wyeth Subleases”) between Wyethshall have agreed, as the sublessor, and a condition to Tenant, as the sublessee. The Wyeth Master Leases and the Wyeth Subleases are scheduled ’s obligation to expire on November 30, 2007. Tenant shall unconditionally accept possession of the entire Leased Premises, pursuant to an Addenda attached to and made a part of this Lease to modify existing interior improvements or to make construction and/or install additional specified improvements within the Leased premises, in which case Tenant agrees to accept possession of the Leased Premises when Landlord has substantially completed such modifications or improvements and the Leased Premises are Ready for Occupancy. If Landlord shall have so modified existing improvements or constructed additional improvements within the Leased Premises for Tenant, Tenant shall, within Tenant’s Punch list Period (as set forth in Article I) which shall commence on the date that Landlord notifies Tenant that the Leased Premises are Ready for Occupancy, submit to Landlord a punch list of all incomplete and/or improper work performed by Landlord. Upon the expiration of Tenant’s Punch list Period, Tenant shall be conclusively deemed to have accepted the Leased Premises in their “asthen-is” existing condition on December 1as so delivered by Landlord to Tenant, 2007. Tenant acknowledges and agrees that neither Landlord nor any of Landlord’s agents or representatives has made any representations or warranties except as to those items reasonably set forth in the suitabilitypunch list submitted to Landlord prior to the expiration of said period. Landlord agrees to correct all items reasonably set forth in Tenant’s Punch list, safetyprovided that such punch list was submitted to Landlord within Tenant’s Punch list Period. Additionally, or fitness Landlord agrees to place in good working order all existing plumbing, lighting, heating, ventilating and air conditioning systems within the Leased Premises and all man doors and roll-up truck doors serving the Leased Premises to the extent that such systems and/or items are not in good operating condition as of the Premises for the conduct of Tenant’s business, Tenant’s intended use date Tenant accepts possession of the Leased Premises, or for any other purpose. Tenant acknowledges that Landlord has not made; provided that, and only if, Tenant notifies Landlord disclaims, any representation as to in writing of such failures or deficiencies within five business days from the condition or repair date Tenant so accepts possession of the Premises. Except for the Landlord’s Work, Landlord has no obligation to alter, remodel, repair, or improve the Premises, or to remove or demolish any part of the Premises in connection with entering into this Lease. Except for the Allowance and the free Net Rent during the Net Rent Free Period, Landlord has no obligation to provide any tenant improvement allowance, any “move-in” allowance, any free rent period, or any other inducement of any nature to enter into this Lease. Tenant shall be solely responsible for ensuring that the Premises fully meet Tenant’s needs, including but not limited to the sprinkler system, smoke hatches (if any), draft curtains (if any), fire hose racks (if any), and the other fire protection and life safety features and systems of the Lease Premises.

ACCEPTANCE OF POSSESSION. On Tenant acknowledges that as of Commencement Date it has inspected the date Leased Premises and is willing to accept them in their existing condition, broom clean, unless Landlord shall have agreed, as a condition to Tenant’s obligation to accept possession of the Leased Premises pursuant to a written Addenda attached to and made a part of this Lease, Wyeth is leasing to modify existing interior improvements or to make, construct and/or install specified improvements within the Premises pursuant Leased Premises, in which case Tenant agrees to 2 leases (the “Wyeth Master Leases”) between Landlord and Wyeth Holdings Corporation (“Wyeth”), and Tenant is subleasing and in possession of, most of the Premises pursuant to 2 subleases (the “Wyeth Subleases”) between Wyeth, as the sublessor, and Tenant, as the sublessee. The Wyeth Master Leases and the Wyeth Subleases are scheduled to expire on November 30, 2007. Tenant shall unconditionally accept possession of the entire Leased Premises when Landlord has substantially completed such modifications or improvements and the Leased Premises are Ready for Occupancy. If Landlord shall have so modified existing improvements or constructed additional improvements within the Leased Premises for Tenant, Tenant shall, within Tenant’s Punchlist Period (as set forth in Article 1) which shall commence on the date that Landlord notifies Tenant that the agreed improvements have been completed and the Lease Premises are Ready for Occupancy, submit to Landlord a punchlist of all incomplete and/or improper work performed by Landlord; provided that the delivery of Tenant’s Punchlist shall not waive or and prejudice Tenant’s rights with respect to any items covered by any warranties contained in this Lease or construction contracts. Upon the expiration of Tenant’s Punchlist Period, Tenant shall be conclusively deemed to have accepted the Leased Premises in their “asthen-is” existing condition on December 1as so delivered by Landlord to Tenant, 2007. Tenant acknowledges and agrees that neither Landlord nor any of Landlord’s agents or representatives has made any representations or warranties except as to those items reasonably set forth in the suitability, safety, or fitness punchlist submitted to Landlord prior to the expiration of said period; provided that the Premises for the conduct delivery of Tenant’s business, Punchlist shall not waive or and prejudice Tenant’s intended use rights with respect to any items covered by any warranties contained in this Lease or construction contracts. Landlord agrees to correct all items reasonably set forth in Tenant’s punchlist, provided that such punchlist was submitted to Landlord within Tenant’s Punchlist Period. Additionally, Landlord agrees to place in good working order all existing plumbing, lighting, heating, ventilating and air conditioning systems within the Leased Premises and all main doors and rollup truck doors serving the Leased Premises to the extent that such systems and/or items are not in good operating condition as of the date Tenant accepts possession of the Leased Premises, or for any other purpose. Tenant acknowledges that Landlord has not made; provided that, and only if, Tenant notifies Landlord disclaims, any representation as to in writing of such failures or deficiencies within five business days from the condition or repair date Tenant so accepts possession of the Premises. Except for the Landlord’s Work, Landlord has no obligation to alter, remodel, repair, or improve the Premises, or to remove or demolish any part of the Premises in connection with entering into this Lease. Except for the Allowance and the free Net Rent during the Net Rent Free Period, Landlord has no obligation to provide any tenant improvement allowance, any “move-in” allowance, any free rent period, or any other inducement of any nature to enter into this Lease. Tenant shall be solely responsible for ensuring that the Premises fully meet Tenant’s needs, including but not limited to the sprinkler system, smoke hatches (if any), draft curtains (if any), fire hose racks (if any), and the other fire protection and life safety features and systems of the Lease Premises.

ACCEPTANCE OF POSSESSION. On Tenant acknowledges that it has inspected the date of this LeaseLeased Premises and is willing to accept them in their existing condition, Wyeth is leasing the Premises pursuant to 2 leases (the “Wyeth Master Leases”) between broom clean, unless Landlord and Wyeth Holdings Corporation (“Wyeth”), and Tenant is subleasing and in possession of, most of the Premises pursuant to 2 subleases (the “Wyeth Subleases”) between Wyethshall have agreed, as the sublessor, and a condition to Tenant, as the sublessee. The Wyeth Master Leases and the Wyeth Subleases are scheduled 's obligation to expire on November 30, 2007. Tenant shall unconditionally accept possession of the entire Leased Premises, pursuant to an Exhibit or Addenda attached to and made a part of this Lease to modify existing interior improvements or to make, construct and/or install additional specified improvements within the Leased Premises, in which case Tenant agrees to accept possession of the Leased Premises when Landlord has substantially completed such modifications or improvements and the Leased Premises are Ready for Occupancy (see attached). If Landlord shall have so modified existing improvements or constructed additional improvements within the Leased Premises for Tenant, Tenant shall, within Tenant's Punchlist Period (as set forth in Article 1) which shall commence on the date that Landlord notifies Tenant that the Leased Premises are Ready for Occupancy, submit to Landlord a signed copy of the Acceptance Agreement attached hereto as Exhibit "D" together with a punchlist of all incomplete and/or improper work performed by Landlord. Upon the expiration of Tenant's Punchlist Period, Tenant shall be conclusively deemed to have accepted the Leased Premises in their “asthen-is” existing condition on December 1as so delivered by Landlord to Tenant, 2007. Tenant acknowledges and agrees that neither Landlord nor any of Landlord’s agents or representatives has made any representations or warranties except as to those items reasonably set forth in the suitabilitypunchlist submitted to Landlord prior to the expiration of said period. Landlord agrees to correct all items reasonably set forth in Tenant's punchlist, safetyprovided that such punchlist was submitted to Landlord within Tenant's Punchlist Period. Additionally, or fitness Landlord agrees to place in good working order all existing plumbing, lighting, heating, ventilating and air conditioning systems within the Leased Premises and all man doors and roll-up truck doors serving the Leased Premises to the extent that such systems and/or items are not in good operating condition as of the Premises for date Tenant accepts possession of the conduct of Tenant’s businessLeased Premises; provided that, and only if, Tenant’s intended use of the Premises, or for any other purpose. Tenant acknowledges that Landlord has not made, and Landlord disclaims, any representation as to the condition or repair of the Premises. Except for the Landlord’s Work, Landlord has no obligation to alter, remodel, repair, or improve the Premises, or to remove or demolish any part of the Premises in connection with entering into this Lease. Except for the Allowance and the free Net Rent during the Net Rent Free Period, Landlord has no obligation to provide any tenant improvement allowance, any “move-in” allowance, any free rent period, or any other inducement of any nature to enter into this Lease. Tenant shall be solely responsible for ensuring that the Premises fully meet Tenant’s needs, including but not limited to the sprinkler system, smoke hatches (if any), draft curtains (if any), fire hose racks (if any), and the other fire protection and life safety features and systems of the Premises.

ACCEPTANCE OF POSSESSION. On Substantial Completion" of Landlord's Work shall be deemed to have occurred when: (i) the Landlord's construction of Landlord's Work as set forth in this Exhibit C has been completed in accordance with the Approved Plans and any approved change orders, other than (A) minor deviations from the Approved Plans due to the unavailability of specified materials, (B) any items requiring a long lead time for procurement and/or installation (subject to the provisions herein regarding such items), and (C) minor defects and "punch list" items which will not materially and adversely affect Tenant's ability to take occupancy of the Premises or obtain an occupancy permit with respect thereto; and (ii) Landlord has obtained all governmental inspection approvals which are required to be obtained in connection with Landlord's Work, including a certificate of occupancy to the extent the same is capable of being obtained by Landlord prior to the completion by Tenant of Tenant's Work including Tenant's installation of its trade fixtures, furniture, equipment and personal property (provided that Tenant shall be responsible for obtaining the certificate of occupancy or its equivalent if the same may not be issued to Landlord prior to the completion of all Tenant's Work including installation of Tenant's fixtures, furniture, equipment and personal property in the Premises, and in such event the delivery of a certificate of occupancy shall not constitute a requirement of "Substantial Completion" as long as Landlord may lawfully deliver possession of the Premises to Tenant for purposes of Tenant's performance of Tenant Work and the installation of Tenant's fixtures, furniture, equipment and personal property in the Premises. When Substantial Completion of Landlord's Work has been achieved, Landlord shall deliver to Tenant a written notice (the "Completion Notice") certifying the same. Within five (5) days after Landlord delivers the Completion Notice, Tenant and a representative of Landlord shall jointly inspect the Premises, as Tenant deems appropriate, for purposes of preparing a punch list; and unless such inspection demonstrates that Substantial Completion of the Premises has not been achieved, the Premises shall be deemed "Ready for Occupancy" within the meaning of section 1.4 of the Lease on the earlier of (a) the date of this Lease, Wyeth is leasing the Premises pursuant to 2 leases (the “Wyeth Master Leases”) between Landlord and Wyeth Holdings Corporation (“Wyeth”), and Tenant is subleasing and in possession of, most of the Premises pursuant to 2 subleases (the “Wyeth Subleases”) between Wyeth, as the sublessor, and Tenant, as the sublessee. The Wyeth Master Leases and the Wyeth Subleases are scheduled to expire on November 30, 2007. Tenant shall unconditionally accept possession of the entire Premises in their “as-is” condition on December 1, 2007. Tenant acknowledges and agrees that neither Landlord nor any of Landlord’s agents or representatives has made any representations or warranties as to the suitability, safetysuch joint inspection, or fitness of (b) the Premises for fifth (5th) day after Landlord delivers the conduct of Tenant’s business, Tenant’s intended use of the Premises, or for any other purpose. Tenant acknowledges that Landlord has not made, and Landlord disclaims, any representation as to the condition or repair of the Premises. Except for the Landlord’s Work, Landlord has no obligation to alter, remodel, repair, or improve the Premises, or to remove or demolish any part of the Premises in connection with entering into this Lease. Except for the Allowance and the free Net Rent during the Net Rent Free Period, Landlord has no obligation to provide any tenant improvement allowance, any “move-in” allowance, any free rent period, or any other inducement of any nature to enter into this Lease. Tenant shall be solely responsible for ensuring that the Premises fully meet Tenant’s needs, including but not limited to the sprinkler system, smoke hatches (if any), draft curtains (if any), fire hose racks (if any), and the other fire protection and life safety features and systems of the PremisesCompletion Notice.

ACCEPTANCE OF POSSESSION. On the date of this LeaseLessee covenants and agrees that, Wyeth is leasing the Premises pursuant prior to 2 leases (the “Wyeth Master Leases”) between Landlord and Wyeth Holdings Corporation (“Wyeth”), and Tenant is subleasing and in possession of, most of the Premises pursuant to 2 subleases (the “Wyeth Subleases”) between Wyeth, as the sublessor, and Tenant, as the sublessee. The Wyeth Master Leases and the Wyeth Subleases are scheduled to expire on November 30, 2007. Tenant shall unconditionally accept taking possession of the entire Premises demised premises, it will inspect and examine the condition of the said demised premises and every part thereof and that such inspection and examination shall be made within five (5) days from date Lessor notifies Lessee that the demised premises are ready for occupancy and the Lessee will take and accept possession and occupancy of demised premises on date of said inspection, provided facilities are found to be in their “as-is” substantial conformance with specifications set forth in Schedule "A". Acceptance of possession of the herein demised premises by Lessee shall constitute an agreement by Lessee with Lessor that the demised premises are in good and tenantable condition and that Lessor has complied with each and every obligation on December 1its part to be performed relating thereto, 2007. Tenant acknowledges except Lessor shall and hereby agrees that neither Landlord nor any incomplete work or items not in conformance with specifications set forth in Schedule "A", at time of Landlord’s agents inspection, will without delay, and with reasonable expedition thereafter be repaired, completed or representatives has otherwise made to conform to said specifications, and thereafter, unless otherwise expressly provided for herein, Lessee shall have no claims or demands and shall not assert any representations claims or warranties as to demands of any character based upon or arising out of the suitability, safetycondition of the demised premises, or fitness any alleged failure of the Premises Lessor to provide demised property in the manner and within the time provided for in this Lease. If Lessee does not take possession as herein provided, this Lease shall be, at Lessor's option, terminated by reason of default on the conduct of Tenant’s business, Tenant’s intended use of the Premises, or for any other purpose. Tenant acknowledges that Landlord has not made, and Landlord disclaims, any representation as to the condition or repair of the Premises. Except for the Landlord’s Work, Landlord has no obligation to alter, remodel, repair, or improve the Premises, or to remove or demolish any part of the Premises in connection with entering into this Lease. Except for the Allowance Lessee and the free Net Rent during Security Deposit, herein provided for, will be paid to and forfeited to the Net Rent Free Period, Landlord has no obligation to provide Lessor and in addition Lessee will reimburse Lessor for all expenditures made by Lessor in providing the Leasehold improvements for Lessee as specified in Schedule "A" and/or Lessee and Lessor approved plans and specifications or by written request of Lessee and Lessee shall also repay Lessor for any tenant improvement allowance, any “move-in” allowance, any free rent period, or any other inducement expenditures by Lessor for removal of any nature of said Leasehold Improvements not deemed to enter into this Lease. Tenant shall be solely responsible for ensuring that the Premises fully meet Tenant’s needs, including but not limited an asset to the sprinkler system, smoke hatches (if any), draft curtains (if any), fire hose racks (if any), and demised premises by the other fire protection and life safety features and systems of the PremisesLessor.