Common use of Compliance with Laws and Rules and Regulations Clause in Contracts

Compliance with Laws and Rules and Regulations. (a) Subject to the provisions of this Section 38(a), Tenant shall, at its sole expense, comply with all local, state and federal statutes, codes, ordinances, regulations, rules, orders, directives and requirements of any governmental entity, authority, agency and/or department, which now or at any time hereafter may be applicable to the Building or any part thereof, including, but not limited to, all environmental laws (collectively, “Laws”), pertaining to any or all part of the Premises, Tenant, Tenant’s use of the Premises or Tenant’s occupancy thereof, and including, but not limited to, all Laws concerning or addressing matters of an environmental nature. Tenant shall give prompt notice to Landlord of any written notice it receives of the alleged violation of any Laws with respect to any or all of the Premises, Tenant’s use of the Premises or Tenant’s occupation thereof; and Landlord shall give prompt notice to Tenant of any written notice it receives of the alleged violation of any Laws with respect to any or all of the Project. Notwithstanding anything herein to the contrary, Landlord agrees that Tenant’s compliance obligation shall not require Tenant to make any repairs or modifications or improvements or Alterations, if such repairs or modifications or improvements or Alterations are required due to the general nature of the use of the Premises for scientific use or due to an act or omission unrelated to Tenant ( “General Required Alterations”), as distinguished from repairs or modifications or improvements or Alterations required (x) because of any Alterations made to the Premises, by or for the benefit of Tenant (including, without limitation, the Initial Tenant Improvements), (y) due to the specific manner of Tenant’s use of the Premises (by way of example and not limitation, clinical trials of the specific pharmaceutical products it conducts), or (z) because the keeping, use, storage, handling, treatment, generation on, or release or disposal of Hazardous Materials (as defined below) at the Premises or from the Premises by Tenant and/or Tenant’s Parties. Landlord shall be responsible for making repairs or modifications or improvements or General Required Alterations to comply with Laws as part of the Common Expense Costs. Tenant shall be responsible for making repairs or modifications or improvements other than General Required Alterations, including, without limitation the repairs or modifications or improvements or Alterations described in Subsections (x),(y) or (z) above. (b) Landlord and Tenant acknowledge and agree that Tenant shall be handling Hazardous Materials (as defined below) at the Premises in connection with the Permitted Use. As a material inducement to Landlord, in order to allow Hazardous Materials to be brought upon, kept, used, stored, handled, treated, generated on, or released or disposed from the Premises by Tenant and/or Tenant’s Parties (as defined below) in connection with the Permitted Use, Tenant shall; (i) operate its business according to prudent industry practices, in accordance with all Laws (as defined below, including, without limitation, the preparation, maintenance and filing of all required documentation monitoring the acquisition, use, storage, handling, treatment, generation, release and/or disposition of all Hazardous Materials at the Premises), the Materials Handling Protocols (as defined below), the provisions of this Section 38, and the “Matinas Biopharma Protocols, a copy of which has been provided to Landlord prior to the Effective Date, (ii) never discharge any Hazardous Materials into the Building waste water system, (iii) complete and certify disclosure statements as reasonably requested by Landlord from time to time relating to Tenant’s acquisition, use, storage, handling, treatment, generation, release and/or disposition of all Hazardous Materials at the Premises), and (iv) provide Landlord with a list identifying each type of Hazardous Materials to be brought upon, kept, used, stored, handled, treated, generated on, or released or disposed of from the Premises and setting forth any and all governmental approvals or permits required in connection with the presence, use, storage, handling, treatment, generation, release or disposal of such Hazardous Materials on or from the Premises (“Hazardous Materials List”). Tenant shall deliver to Landlord an updated Hazardous Materials List at least once a year and shall also deliver an updated list before any new Hazardous Material is brought onto, kept, used, stored, handled, treated, generated on, or released or disposed of from, the Premises. The initial Hazardous Materials List has been provided to Landlord prior to the Effective Date. For purposes of this Lease, the “Center of Excellence Materials Handling Protocols” shall be the rules and procedures hereafter established by Landlord from time to time during the Term for the use, storage, handling, treatment, generation, release or disposition of Hazardous Materials within the Project, (the “Materials Handling Protocols”). Notwithstanding anything to the contrary contained herein, Tenant shall be responsible for all elements of the design, installation, maintain, repair and replacement of the waste management containment system (including without limitation, compliance with Laws, functionality of the design, and configuration of the system), and Landlord’s approval of the system shall in no event relieve Tenant of its responsibility for the design, installation, maintain, repair and replacement of the waste management containment system. (c) Tenant shall, at its sole expense, comply with the Materials Handling Protocols and Laws, pertaining to any or all of the Premises, Tenant, Tenant’s use of the Premises or Tenant’s occupancy thereof, and including, but not limited to, all Laws concerning or addressing matters of an environmental nature. In addition, Tenant shall, at its sole expense, comply with all Rules and Regulations Landlord may impose from time to time in accordance with this Lease. Notwithstanding anything in this Lease to the contrary, no amendments to the Materials Handling Protocols or the Rules and Regulations shall be made if (i) such amendment shall impose an obligation on Tenant that would materially its costs or otherwise materially its obligations under this Lease, (ii) the amendment would affect and/or is enforced against tenants in an uneven or discriminatory manner, and/or (iii) is not customary to be in effect as a protocol for similar businesses. If any certificate, license or permit is required for the conduct of Tenant’s business in the Premises other than the certificate of occupancy, Tenant, at its expense, shall procure such certificate, license and permit prior to the Commencement Date, and shall maintain such certificate, license or permit in good standing throughout the Term. Tenant shall give prompt notice to Landlord of any written notice it receives of the alleged violation of any Law or requirement of any governmental or administrative authority with respect to any or all of the Premises, Tenant’s use of the Premises or Tenant’s occupation thereof. (d) If, at any time or from time to time during the Term (or any extension thereof), any Hazardous Materials (defined below) are generated, transported, stored, used, treated or disposed of at, to, from, on or in either or both of the Premises and the Project by, or as a result of any act or omission of, any or all of Tenant and any or all of the Tenant Parties (as defined below): (i) Tenant shall, at its own cost, at all times comply (and cause all others to comply) with all Laws relating to Hazardous Materials, and Tenant shall further, at its own cost, obtain and maintain in full force and effect at all times all certificates, licenses and permits and other approvals required in connection therewith; (ii) Tenant shall promptly provide Landlord with complete copies of all communications, certificates, licenses, permits or agreements with, from or issued by any governmental authority or agency (federal, state or local) or any private entity relating in any way to the presence, release, threat of release, or placement of Hazardous Materials at, to, from, on or in either or both of the Premises or any portion of the Project, or the generation, transportation, storage, use, treatment, or disposal at, on, in or from either or both of the Premises or any portion of the Project, of any Hazardous Materials; (iii) Landlord, Agent and their respective agents and employees shall have the right, without the obligation, to either or both (x) enter the Premises upon reasonable prior notice to Tenant (except in cases of emergency in which no prior notice shall be required) and (y) conduct such sampling, tests and investigations as Landlord may elect, in its sole discretion, all at Tenant’s expense, if Landlord has a reasonable basis for believing that Tenant has breached the provisions of this Section 38, for the purposes of ascertaining Tenant’s compliance with all applicable Laws or certificates, licenses, permits or agreements relating in any way to the such Hazardous Materials; and (iv) if Landlord has a reasonable basis for believing that Tenant has breached the provisions of this Section 38, upon written request by Landlord, Tenant shall cause to be performed, and shall provide Landlord with the results of such sampling, tests and investigations as Landlord may elect, in its reasonable discretion, of air, water, groundwater and soil to demonstrate that Tenant complies with all applicable Laws or certificates, licenses, permits or agreements relating in any way to such Hazardous Materials. (e) Tenant covenants to investigate, clean up and otherwise remediate, at Tenant’s sole expense, any release of Hazardous Materials caused, contributed to, or created by any or all of (A) Tenant and (B) any or all of Tenant’s shareholders, officers, directors, members, managers, partners, invitees, guests, agents, employees, contractors or representatives (“Tenant Parties”) during the Term. Such investigation and remediation (the “Required Remediation”) shall be performed only after Tenant has obtained Landlord’s prior written consent, which consent shall not be deemed a waiver by Landlord of its remedies under this Lease or Law for any Event of Default; provided, however, that Tenant shall be entitled to respond (in a reasonably appropriate manner) immediately to an emergency without first obtaining such consent. All Required Remediation shall be performed in strict compliance with Laws and to the reasonable satisfaction of Landlord (provided Landlord may not impose requirements more strict than those required by Laws). Notwithstanding anything to the contrary contained herein, in no event shall any remediation of either or both of the Premises or the Project involve the use of any engineering control, institutional control, a groundwater classification exception area, a well restriction area or natural attenuation. All Required Remediation shall only be deemed complete upon the delivery to Landlord of a response action outcome, or equivalent issued by a Licensed Site Remediation Professional (a “Response Action Outcome”). Tenant shall be solely responsible for and shall pay for any and all Natural Resource Damages attributable to the actions or omissions of Tenant or Tenant Parties. For purposes of this Lease, “Natural Resource Damages” shall mean any governmental claim for damages to natural resources asserted against Landlord, including, without limitation, any such claim under Section 107(f) of the Comprehensive Environmental Response, Compensation and Liability Act of 1980, or the New Jersey Spill Compensation and Control Act, as the case may be Tenant shall not enter into any settlement agreement, consent decree or other compromise with respect to any claims relating to any Hazardous Materials in any way connected with either or both of the Premises and the Project without first obtaining Landlord’s written consent (which consent may be given or withheld in Landlord’s sole, but reasonable discretion) and affording Landlord the reasonable opportunity to participate in any such proceedings, all at the cost and expense of Tenant, which Tenant shall pay (including, but not limited to, all legal and other professional and expert fees and expenses incurred by Landlord in connection therewith) as Additional Rent, upon demand. As used herein, the term, “Hazardous Materials” shall mean any regulated substance, toxic substance, hazardous substance, hazardous waste, pollution, pollutant or contaminant, as defined or referred to in any Law or Laws pertaining to the protection of human health or the environment, including, without limitation, radon, asbestos, polychlorinated biphenyls, urea formaldehyde and petroleum products and petroleum based derivatives. Where a Law defines any of these terms more broadly than another Law, the broader definition shall apply. Notwithstanding anything to the contrary hereunder, and without waiving all other requirements set forth in this Lease and without this provision being deemed a permission for Tenant to generate, transport, store, use, treat or dispose of any Hazardous Materials at, to, from, on or in either or both of the Premises and the Project, Tenant shall be deemed the owner and generator of Hazardous Materials caused by Tenant to be located at the Premises, and Tenant shall have sole responsibility for all legal and regulatory compliance concerning such Hazardous Materials, including, without limitation, responsibility for proper training, storage, handling, labeling, distribution and off-Project disposal.

Compliance with Laws and Rules and Regulations. (ai) Subject To the extent of its obligations under the Prime Lease, Sublandlord shall deliver the Sublease Premises and the Parking Area to Subtenant on the Commencement Date (or earlier date of first exclusive occupancy by Subtenant with respect to the provisions Interim Premises or any other portion of this the Sublease Premises or Parking Area that Subtenant occupies exclusively prior to the Commencement Date pursuant to Section 38(a1(a), Tenant shall, at its sole expense, comply ) in compliance with all localrequirements of duly constituted public authorities, and with the terms of any federal, state and federal statutesor local statute, codesregulation, ordinances, regulations, rules, orders, directives and requirements of any governmental entity, authority, agency and/or department, which now code or at any time hereafter may be applicable to the Building or any part thereof, including, but not limited to, all environmental laws ordinance (collectively, “Applicable Laws”) in effect on the Commencement Date or earlier date of first exclusive occupancy by Subtenant and applicable to the Interim Premises and the Parking Area and to Sublandlord’s use and occupancy thereof, except to the extent of any violation caused by the act or omission of Subtenant or its agents, employees, contractors, licensees or invitees. Sublandlord agrees to indemnify and hold Subtenant harmless for any and all penalties, fines, costs or damages, including without limitation, reasonable attorney’s fees and expenses, incurred by Subtenant to bring the Sublease Premises into compliance with Applicable Laws in the event of Sublandlord’s breach of the forgoing obligation, provided Subtenant provides Sublandlord written notice of any alleged non-compliance and a reasonable opportunity to cure the same. (ii) On and after the Commencement Date (or earlier date of first exclusive occupancy by Subtenant with respect to the Interim Premises or any other portion of the Sublease Premises or Parking Area that Subtenant occupies exclusively prior to the Commencement Date pursuant to Section 1(a)), pertaining Subtenant shall comply with all Applicable Laws applicable to any Subtenant or all part of the Premises, Tenant, TenantSubtenant’s use of the Sublease Premises or Tenant’s occupancy thereofand the Parking Area, and includingSubtenant shall indemnify, but not limited to, all Laws concerning or addressing matters of an environmental nature. Tenant shall give prompt notice to Landlord of any written notice it receives of the alleged violation of any Laws with respect to any or all of the Premises, Tenant’s use of the Premises or Tenant’s occupation thereof; defend and Landlord shall give prompt notice to Tenant of any written notice it receives of the alleged violation of any Laws with respect to any or all of the Project. Notwithstanding anything herein to the contrary, Landlord agrees that Tenant’s compliance obligation shall not require Tenant to make any repairs or modifications or improvements or Alterations, if such repairs or modifications or improvements or Alterations are required due to the general nature of the use of the Premises for scientific use or due to an act or omission unrelated to Tenant ( “General Required Alterations”), as distinguished save Sublandlord harmless from repairs or modifications or improvements or Alterations required (x) because of any Alterations made to the Premises, by or for the benefit of Tenant (including, without limitation, the Initial Tenant Improvements), (y) due to the specific manner of Tenant’s use of the Premises (by way of example and not limitation, clinical trials of the specific pharmaceutical products it conducts), or (z) because the keeping, use, storage, handling, treatment, generation on, or release or disposal of Hazardous Materials (as defined below) at the Premises or from the Premises by Tenant and/or Tenant’s Parties. Landlord shall be responsible for making repairs or modifications or improvements or General Required Alterations to comply with Laws as part of the Common Expense Costs. Tenant shall be responsible for making repairs or modifications or improvements other than General Required Alterations, including, without limitation the repairs or modifications or improvements or Alterations described in Subsections (x),(y) or (z) above. (b) Landlord and Tenant acknowledge and agree that Tenant shall be handling Hazardous Materials (as defined below) at the Premises in connection with the Permitted Use. As a material inducement to Landlord, in order to allow Hazardous Materials to be brought upon, kept, used, stored, handled, treated, generated on, or released or disposed from the Premises by Tenant and/or Tenant’s Parties (as defined below) in connection with the Permitted Use, Tenant shall; (i) operate its business according to prudent industry practices, in accordance with all Laws (as defined below, including, without limitation, the preparation, maintenance and filing of all required documentation monitoring the acquisition, use, storage, handling, treatment, generation, release and/or disposition of all Hazardous Materials at the Premises), the Materials Handling Protocols (as defined below), the provisions of this Section 38, and the “Matinas Biopharma Protocols, a copy of which has been provided to Landlord prior to the Effective Date, (ii) never discharge any Hazardous Materials into the Building waste water system, (iii) complete and certify disclosure statements as reasonably requested by Landlord from time to time relating to Tenant’s acquisition, use, storage, handling, treatment, generation, release and/or disposition of all Hazardous Materials at the Premises), and (iv) provide Landlord with a list identifying each type of Hazardous Materials to be brought upon, kept, used, stored, handled, treated, generated on, or released or disposed of from the Premises and setting forth any and all governmental approvals penalties, fines, costs or permits required in connection with the presencedamages, use, storage, handling, treatment, generation, release or disposal of such Hazardous Materials on or from the Premises (“Hazardous Materials List”). Tenant shall deliver to Landlord an updated Hazardous Materials List at least once a year and shall also deliver an updated list before any new Hazardous Material is brought onto, kept, used, stored, handled, treated, generated on, or released or disposed of from, the Premises. The initial Hazardous Materials List has been provided to Landlord prior to the Effective Date. For purposes of this Lease, the “Center of Excellence Materials Handling Protocols” shall be the rules and procedures hereafter established by Landlord from time to time during the Term for the use, storage, handling, treatment, generation, release or disposition of Hazardous Materials within the Project, (the “Materials Handling Protocols”). Notwithstanding anything to the contrary contained herein, Tenant shall be responsible for all elements of the design, installation, maintain, repair and replacement of the waste management containment system (including without limitation, reasonable attorney’s fees and expenses, resulting from its failure to do so; provided Sublandlord provides Subtenant written notice of any alleged non-compliance with Laws, functionality (but only to the extent Sublandlord receives such notice itself or otherwise is aware of the designsame) and a reasonable opportunity to cure the same (provided such opportunity to cure does not exceed the time periods that Sublandlord would be afforded to cure pursuant to the Prime Lease). Subtenant shall not carry on any unlawful business in or about the Sublease Premises, and configuration of shall not carry on any business which shall endanger the system), and Landlord’s approval of the system shall in no event relieve Tenant of its responsibility for the design, installation, maintain, repair and replacement of the waste management containment system. (c) Tenant shall, at its sole expense, comply with the Materials Handling Protocols and Laws, pertaining to any or all of the Premises, Tenant, Tenant’s use of the Sublease Premises or Tenant’s occupancy thereof, and including, but not limited to, all Laws concerning any portion thereof from fire or addressing matters cause a forfeiture of an environmental natureany fire insurance that Prime Landlord or Sublandlord has or may have on the Building and/or Subtenant Improvements. In addition, Tenant shall, at its sole expense, Subtenant shall also comply with all Rules Prime Landlord’s rules and Regulations Landlord may impose regulations that are from time to time in accordance with this Lease. Notwithstanding anything in this Lease to the contrary, no amendments to the Materials Handling Protocols or the Rules and Regulations shall be made if (i) such amendment shall impose an obligation on Tenant that would materially its costs or otherwise materially its obligations under this Lease, (ii) the amendment would affect and/or is enforced against tenants in an uneven or discriminatory manner, and/or (iii) is not customary to be in effect as a protocol for similar businesses. If any certificate, license or permit is required for the conduct of Tenant’s business in the Premises other than the certificate of occupancy, Tenant, at its expense, shall procure such certificate, license and permit prior to the Commencement Date, and shall maintain such certificate, license or permit in good standing throughout the Term. Tenant shall give prompt notice to Landlord of any written notice it receives of the alleged violation of any Law or requirement of any governmental or administrative authority with respect to any or all of the Premises, Tenant’s use of the Premises or Tenant’s occupation thereof. (d) If, at any time or from time to time during the Term (or any extension thereof)pursuant to the Prime Lease, any Hazardous Materials (defined below) are generated, transported, stored, used, treated or disposed of at, to, from, on or in either or both after Subtenant is notified of the Premises and the Project by, or as a result of any act or omission of, any or all of Tenant and any or all of the Tenant Parties (as defined below): (i) Tenant shall, at its own cost, at all times comply (and cause all others to comply) with all Laws relating to Hazardous Materials, and Tenant shall further, at its own cost, obtain and maintain in full force and effect at all times all certificates, licenses and permits and other approvals required in connection therewith; (ii) Tenant shall promptly provide Landlord with complete copies of all communications, certificates, licenses, permits or agreements with, from or issued by any governmental authority or agency (federal, state or local) or any private entity relating in any way to the presence, release, threat of release, or placement of Hazardous Materials at, to, from, on or in either or both of the Premises or any portion of the Project, or the generation, transportation, storage, use, treatment, or disposal at, on, in or from either or both of the Premises or any portion of the Project, of any Hazardous Materials; (iii) Landlord, Agent and their respective agents and employees shall have the right, without the obligation, to either or both (x) enter the Premises upon reasonable prior notice to Tenant (except in cases of emergency in which no prior notice shall be required) and (y) conduct such sampling, tests and investigations as Landlord may elect, in its sole discretion, all at Tenant’s expense, if Landlord has a reasonable basis for believing that Tenant has breached the provisions of this Section 38, for the purposes of ascertaining Tenant’s compliance with all applicable Laws or certificates, licenses, permits or agreements relating in any way to the such Hazardous Materials; and (iv) if Landlord has a reasonable basis for believing that Tenant has breached the provisions of this Section 38, upon written request by Landlord, Tenant shall cause to be performed, and shall provide Landlord with the results existence of such sampling, tests rules and investigations as Landlord may elect, in its reasonable discretion, of air, water, groundwater and soil to demonstrate that Tenant complies with all applicable Laws or certificates, licenses, permits or agreements relating in any way to such Hazardous Materialsregulations. (e) Tenant covenants to investigate, clean up and otherwise remediate, at Tenant’s sole expense, any release of Hazardous Materials caused, contributed to, or created by any or all of (A) Tenant and (B) any or all of Tenant’s shareholders, officers, directors, members, managers, partners, invitees, guests, agents, employees, contractors or representatives (“Tenant Parties”) during the Term. Such investigation and remediation (the “Required Remediation”) shall be performed only after Tenant has obtained Landlord’s prior written consent, which consent shall not be deemed a waiver by Landlord of its remedies under this Lease or Law for any Event of Default; provided, however, that Tenant shall be entitled to respond (in a reasonably appropriate manner) immediately to an emergency without first obtaining such consent. All Required Remediation shall be performed in strict compliance with Laws and to the reasonable satisfaction of Landlord (provided Landlord may not impose requirements more strict than those required by Laws). Notwithstanding anything to the contrary contained herein, in no event shall any remediation of either or both of the Premises or the Project involve the use of any engineering control, institutional control, a groundwater classification exception area, a well restriction area or natural attenuation. All Required Remediation shall only be deemed complete upon the delivery to Landlord of a response action outcome, or equivalent issued by a Licensed Site Remediation Professional (a “Response Action Outcome”). Tenant shall be solely responsible for and shall pay for any and all Natural Resource Damages attributable to the actions or omissions of Tenant or Tenant Parties. For purposes of this Lease, “Natural Resource Damages” shall mean any governmental claim for damages to natural resources asserted against Landlord, including, without limitation, any such claim under Section 107(f) of the Comprehensive Environmental Response, Compensation and Liability Act of 1980, or the New Jersey Spill Compensation and Control Act, as the case may be Tenant shall not enter into any settlement agreement, consent decree or other compromise with respect to any claims relating to any Hazardous Materials in any way connected with either or both of the Premises and the Project without first obtaining Landlord’s written consent (which consent may be given or withheld in Landlord’s sole, but reasonable discretion) and affording Landlord the reasonable opportunity to participate in any such proceedings, all at the cost and expense of Tenant, which Tenant shall pay (including, but not limited to, all legal and other professional and expert fees and expenses incurred by Landlord in connection therewith) as Additional Rent, upon demand. As used herein, the term, “Hazardous Materials” shall mean any regulated substance, toxic substance, hazardous substance, hazardous waste, pollution, pollutant or contaminant, as defined or referred to in any Law or Laws pertaining to the protection of human health or the environment, including, without limitation, radon, asbestos, polychlorinated biphenyls, urea formaldehyde and petroleum products and petroleum based derivatives. Where a Law defines any of these terms more broadly than another Law, the broader definition shall apply. Notwithstanding anything to the contrary hereunder, and without waiving all other requirements set forth in this Lease and without this provision being deemed a permission for Tenant to generate, transport, store, use, treat or dispose of any Hazardous Materials at, to, from, on or in either or both of the Premises and the Project, Tenant shall be deemed the owner and generator of Hazardous Materials caused by Tenant to be located at the Premises, and Tenant shall have sole responsibility for all legal and regulatory compliance concerning such Hazardous Materials, including, without limitation, responsibility for proper training, storage, handling, labeling, distribution and off-Project disposal.

Compliance with Laws and Rules and Regulations. (a) Subject to the provisions of this Section 38(a), Tenant shall, at its sole expense, comply with all local, state and federal statutes, codes, ordinances, regulations, rules, orders, directives and requirements of any governmental entity, authority, agency and/or department, which now or at any time hereafter during the Term may be applicable to the Building Premises or any part thereof, including, but not limited to, all environmental laws Environmental Laws as defined below (collectively, “Laws”), pertaining to any or all part parts of the Premises, Tenant, and arising out of Tenant’s particular use of the Premises or Tenant’s occupancy thereof, and including, but not limited to, all Laws concerning or addressing matters of an environmental nature. Tenant shall give prompt notice to Landlord of any written notice it receives of the alleged violation of any Laws with respect to any or all of the Premises, Tenant’s use of the Premises or Tenant’s occupation thereof; and Landlord shall give prompt notice to Tenant of any written notice it receives of the alleged violation of any Laws with respect to any or all of the Project. Notwithstanding anything herein to the contrary, Landlord agrees that Tenant’s compliance obligation shall not require Tenant to make any repairs or modifications or improvements or Alterations, if such repairs or modifications or improvements or Alterations are required due to the general nature of the use of the Premises for scientific use or due to an act or omission unrelated to Tenant ( “General Required Alterations”), as distinguished from repairs or modifications or improvements or Alterations required (x) because of any Alterations made to the Premises, by or for the benefit of Tenant (including, without limitationapplicable Laws, the Initial Tenant Improvements), (y) due to the specific manner of Tenant’s use of the Premises (by way of example and not limitation, clinical trials of the specific pharmaceutical products it conducts), or (z) because the keeping, use, storage, handling, treatment, generation on, or release or disposal of Hazardous Materials Environmental Permits (as defined below) at the Premises or from the Premises by Tenant and/or Tenant’s Parties. Landlord shall be responsible for making repairs or modifications or improvements or General Required Alterations to comply with Laws as part of the Common Expense Costs. Tenant shall be responsible for making repairs or modifications or improvements other than General Required Alterations, including, without limitation the repairs or modifications or improvements or Alterations described in Subsections (x),(y) or (z) above. (b) Landlord and Tenant acknowledge and agree that Tenant shall be handling Hazardous Materials (as defined below) at the Premises in connection with the Permitted Use. As a material inducement to Landlord, in order to allow Hazardous Materials to be brought upon, kept, used, stored, handled, treated, generated on, or released or disposed from the Premises by Tenant and/or Tenant’s Parties (as defined below) in connection with the Permitted Use, Tenant shall; (i) operate its business according to prudent industry practices, in accordance with all Laws (as defined below, including, without limitation, the preparation, maintenance and filing of all required documentation monitoring the acquisition, use, storage, handling, treatment, generation, release and/or disposition of all Hazardous Materials at the Premises), the Materials Handling Protocols (as defined below), the provisions of this Section 38, and the “Matinas Biopharma Protocols, a copy of which has been provided to Landlord prior to the Effective Date, (ii) never discharge any Hazardous Materials into the Building waste water system, (iii) complete and certify disclosure statements as reasonably requested by Landlord from time to time relating to Tenant’s acquisition, use, storage, handling, treatment, generation, release and/or disposition of all Hazardous Materials at the Premises), and (iv) provide Landlord with a list identifying each type of Hazardous Materials to be brought upon, kept, used, stored, handled, treated, generated on, or released or disposed of from the Premises and setting forth any and all governmental approvals or permits required in connection with the presence, use, storage, handling, treatment, generation, release or disposal of such Hazardous Materials on or from the Premises (“Hazardous Materials List”). Tenant shall deliver to Landlord an updated Hazardous Materials List at least once a year and shall also deliver an updated list before any new Hazardous Material is brought onto, kept, used, stored, handled, treated, generated on, or released or disposed of from, the Premises. The initial Hazardous Materials List has been provided to Landlord prior to the Effective Date. For purposes of this Lease, the “Center of Excellence Materials Handling Protocols” shall be the rules and procedures hereafter established by Landlord from time to time during the Term for the use, storage, handling, treatment, generation, release or disposition of Hazardous Materials within the Project, (the “Materials Handling Protocols”). Notwithstanding anything to the contrary contained herein, Tenant shall be responsible for all elements of the design, installation, maintain, repair and replacement of the waste management containment system (including without limitation, compliance with Laws, functionality of the design, and configuration of the system), and Landlord’s approval of the system shall in no event relieve Tenant of its responsibility for the design, installation, maintain, repair and replacement of the waste management containment system. (c) Tenant shall, at its sole expense, comply with the Materials Handling Protocols and Laws, pertaining to any or all of the Premises, Tenant, Tenant’s use of the Premises or Tenant’s occupancy thereof, and including, but not limited to, all Laws concerning or addressing matters of an environmental nature. In addition, Tenant shall, at its sole expense, comply with all Rules and Regulations Landlord may impose from time to time in accordance with this Lease. Notwithstanding anything in this Lease to the contrary, no amendments to the Materials Handling Protocols or the Rules and Regulations shall be made if (i) such amendment shall impose an obligation on Tenant that would materially its costs or otherwise materially its obligations under this Lease, (ii) the amendment would affect and/or is enforced against tenants in an uneven or discriminatory manner, and/or (iii) is not customary to be in effect as a protocol for similar businesses. If any certificate, license or permit is required for the conduct of Tenant’s business in the Premises other than the certificate of occupancy, Tenant, at its expense, shall procure such certificate, license and permit prior to the Commencement Date, and shall maintain such certificate, license or permit in good standing throughout the Term. Tenant shall give prompt notice to Landlord of any written notice it receives of the alleged violation of any Law or requirement of any governmental or administrative authority with respect to any or all of the Premises, Tenant’s use of the Premises or Tenant’s occupation thereof. (d) If, at any time or from time to time during the Term (or any extension thereof), any Hazardous Materials (defined below) are generated, transported, stored, used, treated or disposed of at, to, from, on or in either or both of the Premises and the Project by, or as a result of any act or omission of, any or all of Tenant and any or all of the Tenant Parties (as defined below): (i) Tenant shall, at its own cost, at all times comply (and cause all others to comply) with all Laws relating to Hazardous Materials, and Tenant shall further, at its own cost, obtain and maintain in full force and effect at all times all certificates, licenses and permits and other approvals required in connection therewith; (ii) Tenant shall promptly provide Landlord with complete copies of all communications, certificates, licenses, permits or agreements with, from or issued by any governmental authority or agency (federal, state or local) or any private entity relating in any way to the presence, release, threat of release, or placement of Hazardous Materials at, to, from, on or in either or both of the Premises or any portion of the Project, or the generation, transportation, storage, use, treatment, or disposal at, on, in or from either or both of the Premises or any portion of the Project, of any Hazardous Materials; (iii) Landlord, Agent and their respective agents and employees shall have the right, without the obligation, to either or both (x) enter the Premises upon reasonable prior notice to Tenant (except in cases of emergency in which no prior notice shall be required) and (y) conduct such sampling, tests and investigations as Landlord may elect, in its sole discretion, all at Tenant’s expense, if Landlord has a reasonable basis for believing that Tenant has breached the provisions of this Section 38, for the purposes of ascertaining Tenant’s compliance with all applicable Laws or certificates, licenses, permits or agreements relating in any way to the such Hazardous Materials; and (iv) if Landlord has a reasonable basis for believing that Tenant has breached the provisions of this Section 38, upon written request by Landlord. In addition, Tenant shall cause to be performed, comply with any environmental permits Landlord maintains for the Project and shall provide Landlord with the results of any information necessary to ensure compliance with or to perform reporting under such samplingenvironmental permits, tests and investigations as Landlord may elect, in its reasonable discretion, of air, water, groundwater and soil to demonstrate that Tenant complies with all applicable Laws or certificates, licenses, permits or agreements relating in any way to such Hazardous Materials. (e) Tenant covenants to investigate, clean up and otherwise remediate, at Tenant’s sole expense, any release of Hazardous Materials caused, contributed to, or created by any or all of (A) Tenant and (B) any or all of Tenant’s shareholders, officers, directors, members, managers, partners, invitees, guests, agents, employees, contractors or representatives (“Tenant Parties”) during the Term. Such investigation and remediation (the “Required Remediation”) shall be performed only after provided Tenant has obtained Landlord’s prior written consent, which consent shall not be deemed been provided notice of and a waiver by Landlord copy of its remedies under this Lease or Law for any Event of Default; provided, however, that Tenant shall be entitled to respond (said environmental permits in a reasonably appropriate manner) immediately to an emergency without first obtaining such consent. All Required Remediation shall be performed in strict compliance with Laws and to the reasonable satisfaction of Landlord (provided Landlord may not impose requirements more strict than those required by Laws). Notwithstanding anything to the contrary contained herein, in no event shall any remediation of either or both of the Premises or the Project involve the use of any engineering control, institutional control, a groundwater classification exception area, a well restriction area or natural attenuation. All Required Remediation shall only be deemed complete upon the delivery to Landlord of a response action outcome, or equivalent issued by a Licensed Site Remediation Professional (a “Response Action Outcome”). Tenant shall be solely responsible for and shall pay for any and all Natural Resource Damages attributable to the actions or omissions of Tenant or Tenant Parties. For purposes of this Lease, “Natural Resource Damages” shall mean any governmental claim for damages to natural resources asserted against Landlord, including, without limitation, any such claim under Section 107(f) of the Comprehensive Environmental Response, Compensation and Liability Act of 1980, or the New Jersey Spill Compensation and Control Act, as the case may be Tenant shall not enter into any settlement agreement, consent decree or other compromise with respect to any claims relating to any Hazardous Materials in any way connected with either or both of the Premises and the Project without first obtaining Landlord’s written consent (which consent may be given or withheld in Landlord’s sole, but reasonable discretion) and affording Landlord the reasonable opportunity to participate in any such proceedings, all at the cost and expense of Tenant, which Tenant shall pay (including, but not limited to, all legal and other professional and expert fees and expenses incurred by Landlord in connection therewith) as Additional Rent, upon demandadvance. As used herein, the term, “Environmental Laws” shall mean all current and future statutes, regulations, codes, ordinances, rules, regulations, directives and orders of any governmental entity, authority, agency and/or department during the Term relating to (i) air emissions, (ii) water discharges, or (iii) air, water, sediment or ground contamination. “Hazardous Materials,” shall mean any regulated substance, toxic substance, hazardous substance, hazardous waste, pollution, pollutant or contaminant, as defined or referred to in any Law or Laws pertaining to the protection of human health or the environmentEnvironmental Law, including, without limitation, radon, asbestos, polychlorinated biphenyls, urea formaldehyde and petroleum products and petroleum petroleum-based derivatives. Where a Law defines any of these terms more broadly than another Law, the broader definition shall apply1,4 dioxane, and per and polyfluoroalkyl substances (PFAS). Notwithstanding anything to the contrary hereunder, and without waiving all other requirements set forth in this Lease and without this provision being deemed a permission for Tenant to generate, transport, store, use, treat or dispose of any Hazardous Materials at, to, from, on or in either or both of the Premises and the Project, Tenant shall be deemed the owner and generator of any Hazardous Materials caused handled (as that term is defined below) at the Premises by Tenant to be located at or any Tenant’s Parties (as defined below) as part of the Premises, and Tenant shall have Permitted Use with sole responsibility for all legal and regulatory compliance concerning such any and all Hazardous Materials, including, without limitation, responsibility for proper training, storage, handling, labeling, distribution and off-Project disposal.

Compliance with Laws and Rules and Regulations. The Premises are to be used solely for the purposes and uses specified in the Basic Lease Information and for no other uses or purposes without Landlord's prior written consent. Landlord's consent shall not be unreasonably withheld or delayed so long as the proposed use (i) does not involve the use of Hazardous Materials other than as expressly permitted under the provisions of Xxxxxxx 00 xxxxx, (xx) does not require any additional parking spaces, and (iii) is compatible and consistent with the other uses then being made in the Project and in other similar types of buildings in the vicinity of the Project, as reasonably determined by Landlord. The use of the Premises by Tenant and its employees, representatives, agents, invitees, licensees, subtenants, customers or contractors (collectively, "Tenant's Representatives") shall be subject to, and at all times in compliance with, (a) Subject to the provisions of this Section 38(a)any and all applicable laws, Tenant shall, at its sole expense, comply with all local, state and federal statutesrules, codes, ordinances, regulationsstatutes, rulesorders and regulations as same exist from time to time throughout the Term of this Lease (collectively, ordersthe "Laws"), directives and including without limitation, the requirements of any governmental entitythe Americans with Disabilities Act, authority, agency and/or department, which now or a federal law codified at any time hereafter may be applicable to the Building or any part thereof42 U.S.C. 12101 et seq., including, but not limited toto Title III thereof, all environmental laws regulations and guidelines related thereto and all requirements of Title 24 of the State of California (collectively, “Laws”the "ADA"), pertaining and (b) any amid all rules and regulations set forth in Exhibit C hereto, any other reasonable rules and regulations promulgated by --------- Landlord now or hereafter enacted relating to the construction of the Shell Improvements and/or the construction of the Tenant Improvements, parking and the operation of the Premises and/or any or all other part of the PremisesProject and any and all rules, restrictions and/or regulations imposed by any applicable owners association or similar entity or body provided same are enforced on a non- discriminatory basis and do not materially and adversely affect Tenant, Tenant’s use 's Permitted Use (as set forth in the Basic Lease Information) of the Premises or Tenant’s occupancy thereof(collectively, the "Rules and Regulations"). Tenant agrees to, and includingdoes hereby, but not limited to, all Laws concerning or addressing matters of an environmental nature. Tenant shall give prompt notice assume full and complete responsibility to Landlord of any written notice it receives of the alleged violation of any Laws with respect to any or all of ensure that the Premises, Tenant’s use of the Premises or Tenant’s occupation thereof; and Landlord shall give prompt notice to Tenant of any written notice it receives of the alleged violation of any Laws with respect to any or all of the Project. Notwithstanding anything herein to the contrary, Landlord agrees that Tenant’s compliance obligation shall not require Tenant to make any repairs or modifications or improvements or Alterations, if such repairs or modifications or improvements or Alterations are required due to the general nature of the use of the Premises for scientific use or due to an act or omission unrelated to Tenant ( “General Required Alterations”), as distinguished from repairs or modifications or improvements or Alterations required (x) because of any Alterations made to the Premises, by or for the benefit of Tenant (including, including without limitation, the Initial Tenant Improvements), (y) due to the specific manner of Tenant’s use of the Premises (by way of example and not limitation, clinical trials of the specific pharmaceutical products it conducts), or (z) because the keeping, use, storage, handling, treatment, generation on, or release or disposal of Hazardous Materials (as defined below) at the Premises or from the Premises by Tenant and/or Tenant’s Parties. Landlord shall be responsible for making repairs or modifications or improvements or General Required Alterations to comply with Laws as part of the Common Expense Costs. Tenant shall be responsible for making repairs or modifications or improvements other than General Required Alterations, including, without limitation the repairs or modifications or improvements or Alterations described are in Subsections (x),(y) or (z) above. (b) Landlord and Tenant acknowledge and agree that Tenant shall be handling Hazardous Materials (as defined below) at the Premises in connection with the Permitted Use. As a material inducement to Landlord, in order to allow Hazardous Materials to be brought upon, kept, used, stored, handled, treated, generated on, or released or disposed from the Premises by Tenant and/or Tenant’s Parties (as defined below) in connection with the Permitted Use, Tenant shall; (i) operate its business according to prudent industry practices, in accordance with all Laws (as defined below, including, without limitation, the preparation, maintenance and filing of all required documentation monitoring the acquisition, use, storage, handling, treatment, generation, release and/or disposition of all Hazardous Materials at the Premises), the Materials Handling Protocols (as defined below), the provisions of this Section 38, and the “Matinas Biopharma Protocols, a copy of which has been provided to Landlord prior to the Effective Date, (ii) never discharge any Hazardous Materials into the Building waste water system, (iii) complete and certify disclosure statements as reasonably requested by Landlord from time to time relating to Tenant’s acquisition, use, storage, handling, treatment, generation, release and/or disposition of all Hazardous Materials at the Premises), and (iv) provide Landlord with a list identifying each type of Hazardous Materials to be brought upon, kept, used, stored, handled, treated, generated on, or released or disposed of from the Premises and setting forth any and all governmental approvals or permits required in connection with the presence, use, storage, handling, treatment, generation, release or disposal of such Hazardous Materials on or from the Premises (“Hazardous Materials List”). Tenant shall deliver to Landlord an updated Hazardous Materials List at least once a year and shall also deliver an updated list before any new Hazardous Material is brought onto, kept, used, stored, handled, treated, generated on, or released or disposed of from, the Premises. The initial Hazardous Materials List has been provided to Landlord prior to the Effective Date. For purposes of this Lease, the “Center of Excellence Materials Handling Protocols” shall be the rules and procedures hereafter established by Landlord from time to time during the Term for the use, storage, handling, treatment, generation, release or disposition of Hazardous Materials within the Project, (the “Materials Handling Protocols”). Notwithstanding anything to the contrary contained herein, Tenant shall be responsible for all elements of the design, installation, maintain, repair and replacement of the waste management containment system (including without limitation, compliance with Laws, functionality of the design, and configuration of the system), and Landlord’s approval of the system shall in no event relieve Tenant of its responsibility for the design, installation, maintain, repair and replacement of the waste management containment system. (c) Tenant shall, at its sole expense, comply with the Materials Handling Protocols and Laws, pertaining to any or all of the Premises, Tenant, Tenant’s use of the Premises or Tenant’s occupancy thereof, and including, but not limited to, all Laws concerning or addressing matters of an environmental nature. In addition, Tenant shall, at its sole expense, comply with all Rules and Regulations Landlord may impose from time to time in accordance with this Lease. Notwithstanding anything in this Lease to the contrary, no amendments to the Materials Handling Protocols or the Rules and Regulations shall be made if (i) such amendment shall impose an obligation on Tenant that would materially its costs or otherwise materially its obligations under this Lease, (ii) the amendment would affect and/or is enforced against tenants in an uneven or discriminatory manner, and/or (iii) is not customary to be in effect as a protocol for similar businesses. If any certificate, license or permit is required for the conduct of Tenant’s business in the Premises other than the certificate of occupancy, Tenant, at its expense, shall procure such certificate, license and permit prior to the Commencement Date, and shall maintain such certificate, license or permit in good standing throughout the Term. Tenant shall give prompt notice to Landlord of any written notice it receives of the alleged violation of any Law or requirement of any governmental or administrative authority with respect to any or all of the Premises, Tenant’s use of the Premises or Tenant’s occupation thereof. (d) If, at any time or from time to time during the Term (or any extension thereof), any Hazardous Materials (defined below) are generated, transported, stored, used, treated or disposed of at, to, from, on or in either or both of the Premises and the Project by, or as a result of any act or omission of, any or all of Tenant and any or all of the Tenant Parties (as defined below): (i) Tenant shall, at its own cost, at all times comply (and cause all others to comply) with all Laws relating to Hazardous Materials, and Tenant shall further, at its own cost, obtain and maintain in full force and effect at all times all certificates, licenses and permits and other approvals required in connection therewith; (ii) Tenant shall promptly provide Landlord with complete copies of all communications, certificates, licenses, permits or agreements with, from or issued by any governmental authority or agency (federal, state or local) or any private entity relating in any way to the presence, release, threat of release, or placement of Hazardous Materials at, to, from, on or in either or both of the Premises or any portion of the Project, or the generation, transportation, storage, use, treatment, or disposal at, on, in or from either or both of the Premises or any portion of the Project, of any Hazardous Materials; (iii) Landlord, Agent and their respective agents and employees shall have the right, without the obligation, to either or both (x) enter the Premises upon reasonable prior notice to Tenant (except in cases of emergency in which no prior notice shall be required) and (y) conduct such sampling, tests and investigations as Landlord may elect, in its sole discretion, all at Tenant’s expense, if Landlord has a reasonable basis for believing that Tenant has breached the provisions of this Section 38, for the purposes of ascertaining Tenant’s compliance with all applicable Laws or certificates, licenses, permits or agreements relating in any way to throughout the such Hazardous Materials; and (iv) if Landlord has a reasonable basis for believing that Tenant has breached the provisions Term of this Section 38Lease. Additionally, upon written request by Landlord, Tenant shall cause to be performed, and shall provide Landlord with the results of such sampling, tests and investigations as Landlord may elect, in its reasonable discretion, of air, water, groundwater and soil to demonstrate that Tenant complies with all applicable Laws or certificates, licenses, permits or agreements relating in any way to such Hazardous Materials. (e) Tenant covenants to investigate, clean up and otherwise remediate, at Tenant’s sole expense, any release of Hazardous Materials caused, contributed to, or created by any or all of (A) Tenant and (B) any or all of Tenant’s shareholders, officers, directors, members, managers, partners, invitees, guests, agents, employees, contractors or representatives (“Tenant Parties”) during the Term. Such investigation and remediation (the “Required Remediation”) shall be performed only after Tenant has obtained Landlord’s prior written consent, which consent shall not be deemed a waiver by Landlord of its remedies under this Lease or Law for any Event of Default; provided, however, that Tenant shall be entitled to respond (in a reasonably appropriate manner) immediately to an emergency without first obtaining such consent. All Required Remediation shall be performed in strict compliance with Laws and to the reasonable satisfaction of Landlord (provided Landlord may not impose requirements more strict than those required by Laws). Notwithstanding anything to the contrary contained herein, in no event shall any remediation of either or both of the Premises or the Project involve the use of any engineering control, institutional control, a groundwater classification exception area, a well restriction area or natural attenuation. All Required Remediation shall only be deemed complete upon the delivery to Landlord of a response action outcome, or equivalent issued by a Licensed Site Remediation Professional (a “Response Action Outcome”). Tenant shall be solely responsible for the payment of all costs, fees and expenses associated with any modifications, improvements or other Alterations to the Premises and/or any other portion of the Project occasioned by the enactment of, or changes to, any Laws arising from Tenant's particular use of the Premises or Alterations or other improvements made to the Premises regardless of when such Laws became effective. In the event that any modifications or improvements to the Premises are occasioned by the enactment of, or changes to, any Laws after that date which is seven (7) years after the Commencement Date, Provided such modifications or improvements are unrelated to Tenant's particular use of the Premises, any costs, fees or expenses related thereto shall be paid by Landlord and shall become Operating Expenses, and Tenant shall pay for any and all Natural Resource Damages attributable to the actions or omissions amortized portions of Tenant or Tenant Parties. For purposes such Operating Expenses as provided in Section 6.1.4 of this Lease. Tenant shall not initiate, “Natural Resource Damages” shall mean submit an application for, or otherwise request, any governmental claim for damages land use approvals or entitlements with respect to natural resources asserted against Landlordthe Premises or any other portion of the Project, including, including without limitation, any such claim under Section 107(f) of the Comprehensive Environmental Responsevariance, Compensation and Liability Act of 1980conditional use permit or rezoning, or the New Jersey Spill Compensation and Control Act, as the case may be Tenant shall not enter into any settlement agreement, consent decree or other compromise with respect to any claims relating to any Hazardous Materials in any way connected with either or both of the Premises and the Project without first obtaining Landlord’s 's prior written consent (thereto, which consent may be given or withheld in Landlord’s sole, but reasonable 's sole discretion) and affording Landlord the reasonable opportunity to participate in any such proceedings, all at the cost and expense of Tenant, which Tenant shall pay (including, but not limited to, all legal and other professional and expert fees and expenses incurred by Landlord in connection therewith) as Additional Rent, upon demand. As used herein, the term, “Hazardous Materials” shall mean any regulated substance, toxic substance, hazardous substance, hazardous waste, pollution, pollutant or contaminant, as defined or referred to in any Law or Laws pertaining to the protection of human health or the environment, including, without limitation, radon, asbestos, polychlorinated biphenyls, urea formaldehyde and petroleum products and petroleum based derivatives. Where a Law defines any of these terms more broadly than another Law, the broader definition shall apply. Notwithstanding anything to the contrary hereunder, and without waiving all other requirements set forth in this Lease and without this provision being deemed a permission for Tenant to generate, transport, store, use, treat or dispose of any Hazardous Materials at, to, from, on or in either or both of the Premises and the Project, Tenant shall be deemed the owner and generator of Hazardous Materials caused by Tenant to be located at the Premises, and Tenant shall have sole responsibility for all legal and regulatory compliance concerning such Hazardous Materials, including, without limitation, responsibility for proper training, storage, handling, labeling, distribution and off-Project disposal.

Compliance with Laws and Rules and Regulations. (a) Subject to the provisions of this Section 38(a), Tenant shall, at its sole expense, comply with all local, state and federal statutes, codes, ordinances, regulations, rules, orders, directives and requirements of any governmental entity, authority, agency and/or department, which now or at any time hereafter may be is applicable to the Building or any part thereofPremises, including, but not limited to, all environmental laws (collectively, “Laws”), pertaining to any or all part of the Premises, Tenant, Tenant’s use of the Premises or Tenant’s occupancy thereof, and including, but not limited to, all Laws concerning or addressing matters of an environmental nature. Tenant shall give prompt notice to Landlord of any written notice it receives of the alleged violation of any Laws with respect to any or all of the Premises, Tenant’s use of the Premises or Tenant’s occupation thereof; and Landlord shall give prompt notice to Tenant of any written notice it receives of the alleged violation of any Laws with respect to any or all of the Project. Notwithstanding anything herein to the contraryforegoing, Landlord agrees that Tenant’s compliance obligation in no event shall not require Tenant be required to make any repairs or modifications alterations or improvements or Alterations, if such repairs or modifications or improvements or Alterations are to the Premises to comply with Laws unless required due to the general nature of the use of the Premises for scientific use or due to an act or omission unrelated to Tenant ( “General Required Alterations”), as distinguished from repairs or modifications or improvements or Alterations required (x) because of any Alterations made by Tenant pursuant to the Premises, by Section 22 or for the benefit of Tenant (including, without limitation, the Initial Tenant Improvements), (y) due to the specific manner of Tenant’s particular use of the Premises (by way of example as opposed to laboratory and not limitation, clinical trials of the specific pharmaceutical products it conductsgeneral office use), or (z) because the keeping, use, storage, handling, treatment, generation on, or release or disposal of Hazardous Materials (as defined below) at the Premises or from the Premises by Tenant and/or Tenant’s Parties. Landlord shall be responsible for making repairs or modifications or improvements or General Required Alterations to comply with Laws as part of the Common Expense Costs. Tenant shall be responsible for making repairs or modifications or improvements other than General Required Alterations, including, without limitation the repairs or modifications or improvements or Alterations described in Subsections (x),(y) or (z) above. (b) Landlord and Tenant acknowledge and agree that Tenant shall be handling Hazardous Materials (as defined below) at the Premises in connection with the Permitted Use. As a material inducement to Landlord, in order to allow Hazardous Materials to be brought upon, kept, used, stored, handled, treated, generated on, or released or disposed from the Premises by Tenant and/or Tenant’s Tenant Parties (as defined below) in connection with the Permitted Use, Tenant shall; : (i) operate its business according to prudent industry practices, in accordance with all Laws (as defined belowabove, including, without limitation, Laws relating to the preparation, maintenance and filing of all required documentation monitoring relating to the acquisition, use, storage, handling, treatment, generation, release and/or disposition of all Hazardous Materials at the Premises), the Materials Handling Protocols (as defined below), the provisions of this Section 38, and Insmed’s Standard Operating Procedures (collectively, the “Matinas Biopharma Insmed Protocols”), a copy of which has been provided are attached hereto as Exhibit “K”, as the same may be modified from time to Landlord prior to the Effective Datetime, (ii) never discharge any Hazardous Materials into the Building waste water system, (iii) complete and certify disclosure statements as reasonably requested by Landlord from time to time relating to Tenant’s acquisition, use, storage, handling, treatment, generation, release and/or disposition of all Hazardous Materials at the Premises), and (iv) provide Landlord with a list identifying each type of Hazardous Materials to be brought upon, kept, used, stored, handled, treated, generated on, or released or disposed of from the Premises and setting forth any and all governmental approvals or permits required in connection with the presence, use, storage, handling, treatment, generation, release or disposal of such Hazardous Materials on or from the Premises (“Hazardous Materials List”). Tenant shall deliver to Landlord an updated Hazardous Materials List at least once a year and shall also deliver an updated list before any new Hazardous Material is brought onto, kept, used, stored, handled, treated, generated on, or released or disposed of from, the Premises. The initial Hazardous Materials List has been provided to Landlord prior to the Effective Dateis attached hereto as Exhibit “L”. For purposes of this Lease, the “Center of Excellence Materials Handling Protocols” shall be the reasonable rules and procedures hereafter established by Landlord from time to time during the Term for the use, storage, handling, treatment, generation, release or disposition of Hazardous Materials within the Project, Project (the “Materials Handling Protocols”). Notwithstanding anything to the contrary contained herein, Tenant shall be responsible for all elements of the design, installation, maintain, repair and replacement of the waste management containment system (including without limitation, compliance with Laws, functionality of the design, and configuration of the system), and Landlord’s approval of the system shall in no event relieve Tenant of its responsibility for the design, installation, maintain, repair and replacement of the waste management containment system. (c) Tenant shall, at its sole expense, comply with the Materials Handling Protocols and Laws, pertaining to any or all of the Premises, Tenant, Tenant’s use of the Premises or Tenant’s occupancy thereof, and including, but not limited to, all Laws concerning or addressing matters of an environmental nature. In addition, Tenant shall, at its sole expense, comply with all Rules and Regulations Landlord may impose from time to time in accordance with this Lease. Notwithstanding anything in this Lease to the contrary, no amendments to the Materials Handling Protocols or the Rules and Regulations shall be made if (i) such amendment shall impose an obligation on Tenant that would materially its costs or otherwise materially its obligations under this Lease, (ii) the amendment would affect and/or is enforced against tenants in an uneven or discriminatory manner, and/or (iii) is not customary to be in effect as a protocol for similar businesses. If any certificate, license or permit is required for the conduct of Tenant’s business in the Premises other than the certificate of occupancy, Tenant, at its expense, shall procure such certificate, license and permit prior to the Commencement Date, and shall maintain such certificate, license or permit in good standing throughout the Term. Tenant shall give prompt notice to Landlord of any written notice it receives of the alleged violation of any Law or requirement of any governmental or administrative authority with respect to any or all of the Premises, Tenant, Tenant’s use of the Premises or Tenant’s occupation thereof. (d) If, at any time or from time to time during the Term (or any extension thereof), any Hazardous Materials Material (defined below) are is generated, transported, stored, used, treated or disposed of at, to, from, on or in either or both of the Premises and the Project by, or as a result of any act or omission of, any or all of Tenant and any or all of the Tenant Parties (as defined below): Parties: (i) Tenant shall, at its own cost, at all times comply (and cause all others to comply) with all Laws relating to such Hazardous Materials, and Tenant shall further, at its own cost, obtain and maintain in full force and effect at all times all certificates, licenses and permits and other approvals required in connection therewith; (ii) Tenant shall promptly provide Landlord with complete copies of all communications, certificates, licenses, permits or agreements with, from or issued by any governmental authority or agency (federal, state or local) or any private entity relating in any way to the presence, release, threat of release, or placement of Hazardous Materials at, to, from, on or in either or both of the Premises or any portion of the Project, or the generation, transportation, storage, use, treatment, or disposal at, on, in or from either or both of the Premises or any portion of the Project, of any such Hazardous Materials; (iii) Landlord, Agent and their respective agents and employees shall have the right, without the obligation, to either or both (x) enter the Premises upon reasonable prior notice to Tenant (except in cases of emergency in which no prior notice shall be required) and (y) conduct such sampling, tests and investigations as Landlord may elect, in its sole discretion, all at Tenant’s expense, expense if Landlord has a reasonable basis for believing that Tenant has breached the provisions of this Section 38, for the purposes of ascertaining Tenant’s compliance with all applicable Laws or certificates, licenses, permits or agreements relating in any way to the such Hazardous Materials; and (iv) if Landlord has a reasonable basis for believing that Tenant has breached the provisions of this Section 38, upon written request by Landlord, Tenant shall cause to be performed, and shall provide Landlord with the results of such sampling, tests and investigations as Landlord may elect, in its reasonable discretion, of air, water, groundwater and soil to demonstrate that Tenant complies with all applicable Laws or certificates, licenses, permits or agreements relating in any way to such Hazardous Materials. (e) Tenant covenants to investigate, clean up and otherwise remediate, at Tenant’s sole expense, any release of Hazardous Materials caused, contributed to, or created by any or all of (A) Tenant and (B) any or all of Tenant’s shareholders, officers, directors, members, managers, partners, invitees, guests, agents, employees, contractors or representatives (“Tenant Parties”) during the Term. Such investigation and remediation (the “Required Remediation”) shall be performed only after Tenant has obtained Landlord’s prior written consent, which consent shall not be deemed a waiver by Landlord of its remedies under this Lease or Law for any Event of Default; provided, however, that Tenant shall be entitled to respond (in a reasonably appropriate manner) immediately to an emergency without first obtaining such consent. All Required Remediation shall be performed in strict compliance with Laws and to the reasonable satisfaction of Landlord (provided Landlord may not impose requirements more strict than those required by Laws). Notwithstanding anything to the contrary contained herein, in no event shall any remediation of either or both of the Premises or the Project involve the use of any engineering control, institutional control, a groundwater classification exception area, a well restriction area or natural attenuation. All Required Remediation shall only be deemed complete upon the delivery to Landlord of a response action outcome, or equivalent issued by a Licensed Site Remediation Professional (a “Response Action Outcome”). Tenant shall be solely responsible for and shall pay for any and all Natural Resource Damages attributable to the actions or omissions of Tenant or Tenant Parties. For purposes of this Lease, “Natural Resource Damages” shall mean any governmental claim for damages to natural resources asserted against Landlord, including, without limitation, any such claim under Section 107(f) of the Comprehensive Environmental Response, Compensation and Liability Act of 1980, or the New Jersey Spill Compensation and Control Act, as the case may be Tenant shall not enter into any settlement agreement, consent decree or other compromise with respect to any claims relating to any Hazardous Materials in any way connected with either or both of the Premises and the Project without first obtaining Landlord’s written consent (which consent may be given or withheld in Landlord’s sole, but reasonable discretion) and affording Landlord the reasonable opportunity to participate in any such proceedings, all at the cost and expense of Tenant, which Tenant shall pay (including, but not limited to, all legal and other professional and expert fees and expenses incurred by Landlord in connection therewith) as Additional Rent, upon demand. As used herein, the term, “Hazardous Materials” shall mean any regulated substance, toxic substance, hazardous substance, hazardous waste, pollution, pollutant or contaminant, as defined or referred to in any Law or Laws pertaining to the protection of human health or the environment, including, without limitation, radon, asbestos, polychlorinated biphenyls, urea formaldehyde and petroleum products and petroleum based derivatives. Where a Law defines any of these terms more broadly than another Law, the broader definition shall apply. Notwithstanding anything to the contrary hereunder, and without waiving all other requirements set forth in this Lease and without this provision being deemed a permission for Tenant to generate, transport, store, use, treat or dispose of any Hazardous Materials at, to, from, on or in either or both of the Premises and the Project, Tenant shall be deemed the owner and generator of Hazardous Materials caused by Tenant to be located at the Premises, and Tenant shall have sole responsibility for all legal and regulatory compliance concerning such Hazardous Materials, including, without limitation, responsibility for proper training, storage, handling, labeling, distribution and off-Project disposal.involve