Common use of Condition of Premises Alterations Clause in Contracts

Condition of Premises Alterations. (a) Subtenant agrees to accept the Premises in its “as is” condition, broom clean. Sublandlord makes no representations or warranties concerning the Premises except as specifically set forth in this Sublease. (b) After the completion of the Subtenant’s Work, Subtenant may make additional non-structural changes, installations, additions, improvements, fixed decorations, substitutions, replacements or modifications to the Premises (collectively, “Alterations”), subject to the prior written approval of Sublandlord (which approval shall not be unreasonably withheld, conditioned or delayed) and, to the extent required under the Prime Lease, Landlord; provided, however (a) no such approval shall be required for Cosmetic Alterations costing not more than $50,000.00 during any 12-month period, and (b) Subtenant shall have no right to make any Alterations that, in Sublandlord’s reasonable judgment may (i) adversely affect the structural integrity or safety of the Building, (ii) materially adversely affect any of the electrical, heating, ventilating, air conditioning, plumbing or mechanical or other systems of the Building or the functioning thereof, (iii) be or become visible from the exterior of the Building or from any of the common or public areas thereof, or (iv) materially interfere with the operation of the Building or the provision of services or utilities to other tenants in the Building. If Sublandlord and Landlord consent to any Alterations, Sublandlord and Landlord may impose any conditions they reasonably deem appropriate, including, without limitation, the Sublandlord’s reasonable approval (and Landlord’s approval) of all contracts, plans and specifications, contractors and subcontractors, performance or supervision of the work by Landlord or its agents, or by Landlord’s architect or contractor (if Landlord has such right pursuant to the Prime Lease), satisfactory evidence from Subtenant of Subtenant’s ability to pay for such Alterations, and the requirement that, to the extent required pursuant to Section 10, any such Alterations be removed from the Premises (and the Premises be restored to their original layout) prior to the expiration of the term of the Sublease.

Condition of Premises Alterations. The Premises are leased to Tenant "as is" in their present condition and Landlord shall not be required to do any work with respect thereto, except that, prior to the Commencement Date, Landlord, at its expense, shall (i) install carpeting in the Premises selected by Tenant from Landlord's Building-standard carpeting selections and (ii) paint the Premises with one coat of paint selected by Tenant from Landlord's Building standard color chart ("Landlord's Work"). In addition, Landlord, at Tenant's expense, shall (a) Subtenant agrees to accept demolish the wall in the Premises in its “the location shown in the plan annexed to this Agreement as is” conditionSchedule D, broom clean. Sublandlord makes no representations or warranties concerning the Premises except as specifically set forth in this Sublease. (b) After remove the completion wall covering in eight rooms in the Premises and patch the walls if necessary, (c) install a pantry in the Premises in the location shown in the plan annexed to this Agreement as Schedule D and (d) install three dedicated "quad" outlets and two-one inch "Green fields" ("Additional Work"). Tenant, upon the execution and delivery of this Agreement, shall pay to Landlord the sum of $30,922.75 for the Additional Work. Tenant acknowledges that Landlord may install the pantry constituting a portion of the Subtenant’s WorkAdditional Work before or after the Commencement Date and Tenant shall afford Landlord access to the Premises for such purpose. Tenant, Subtenant may by taking occupancy of the Premises, shall be deemed conclusively to have agreed that the Premises are in satisfactory condition on the date of such occupancy. Tenant shall make additional non-structural changesno alterations, installations, additionsadditions or improvements in the Premises, improvements, fixed decorations, substitutions, replacements or modifications to the Premises (collectively, “Alterations”), subject to the without Landlord's prior written approval of Sublandlord (consent, which approval consent shall not be unreasonably withheld, conditioned withheld or delayed, provided that: (A) and, to the extent required under the Prime Lease, Landlord; provided, however (a) no such approval shall be required for Cosmetic Alterations costing not more than $50,000.00 during any 12-month period, and (b) Subtenant shall have no right to make any Alterations that, in Sublandlord’s reasonable judgment may (i) adversely affect the structural integrity or safety of the Building, (ii) materially adversely affect any of the electrical, heating, ventilating, air conditioning, plumbing or mechanical or other systems outside appearance of the Building or drill not be affected; (B) the functioning thereof, (iii) be or become visible from the exterior strength of the Building or from any of shall not be affected; (C) the common or public areas thereof, or (iv) materially interfere with the operation structural parts of the Building or shall not be adversely affected; (D) no part of the provision Building outside of services or utilities to other tenants in the BuildingPremises shall be affected; and (E) the proper functioning of the Building Systems shall not be adversely affected and the use of such systems by Tenant shall not be increased beyond Tenant's allocable portion of the reserve capacity thereof, if any. If Sublandlord and Landlord consent to any Alterationsalterations is not given, Sublandlord Landlord shall notify Tenant in sufficient detail to enable Tenant to amend its plans and specifications regarding such alterations to comply with Landlord's objections. Tenant shall use contractors approved by Landlord may impose for all such alterations. In case of alterations costing in excess of $50,000, Tenant shall pay the Manager a fee equal to 10% of the cost thereof. In addition, Tenant shall reimburse Landlord for any conditions they reasonably deem appropriate, including, without limitation, the Sublandlord’s reasonable approval (and Landlord’s approval) of all contracts, out-of-pocket expense incurred by Landlord for reviewing Tenant's plans and specifications, contractors and subcontractors, performance or supervision of the work by Landlord or its agents, or by Landlord’s architect or contractor (if Landlord has such right pursuant to the Prime Lease), satisfactory evidence from Subtenant of Subtenant’s ability to pay for such Alterations, and the requirement that, to the extent required pursuant to Section 10, any such Alterations be removed from the Premises (and the Premises be restored to their original layout) prior to the expiration of the term of the Sublease.

Condition of Premises Alterations. (a) Subtenant agrees Except for the Sublessor Obligations as set forth on Exhibit D to accept the Premises in its “this Sublease or as is” condition, broom clean. Sublandlord makes no representations or warranties concerning the Premises except as specifically otherwise set forth in this Sublease. (b) After the completion , Sublessee shall accept possession of the Subtenant’s WorkPremises in their present "as is" condition, Subtenant may without representation or warranty as to their condition or suitability for Sublessee's intended use, and with no obligation on the part of Sublessor to make additional non-structural changes, installations, additions, improvements, fixed decorations, substitutions, replacements any alterations or modifications to the Premises or any area outside the Premises for the benefit of Sublessee. Notwithstanding anything to the contrary contained in this Sublease, Sublessor warrants that: (collectivelyi) all improvements in the Premises constructed by Sublessor were constructed in accordance with all laws, “Alterations”)ordinances and regulations then applicable thereto, (ii) Sublessor has not released, discharged or disposed of Hazardous Materials on, in, at or under the Premises which Hazardous Materials have not been cleaned up, removed or remediated in compliance with Environmental Laws, and (iii) to Sublessor's knowledge, all Building systems, including, but not limited to HVAC, electrical, plumbing and waste systems, are in good working order. Any alterations or improvements desired by Sublessee shall be made by Sublessee at its sole cost and expense. Plans and specifications for Sublessee's alterations and improvements shall be subject to the prior written approval of Sublandlord Landlord and Sublessor as provided in the Lease and herein; provided, however, that Sublessor acknowledges that it has preliminarily approved the alterations and improvements described on Exhibit E attached hereto and shown on the drawings attached as Exhibit E-1 hereto (collectively, the "Approved Alterations"), subject only to its right to review and approve Sublessee's final plans and specifications for such alterations and improvements, which approval Sublessor shall not unreasonably withhold, delay or condition. Alterations or improvements to the Premises required by any and all applicable laws shall be made by Sublessee, and the cost thereof shall be prorated between Sublessor and Sublessee based upon the length of their respective term under either the Master Lease or the Sublease, as applicable, provided that Sublessee shall pay 100% of the cost of any such required alterations or improvements if Sublessee's specific use of the Premises trigger the requirement that such alterations or improvements be made. Sublessee shall, at Sublessee's sole cost and expense, comply promptly with all applicable statutes, ordinances, rules, regulations, orders, restrictions of record, and requirements in effect during the Term or any part of the Term hereof regulating the use by Sublessee of the Premises; provided, however, that with respect to any capital improvements required as a result of any of the foregoing, the costs of such capital improvements shall be prorated between Sublessor and Sublessee based upon their respective term under either the Master Lease or this Sublease, as applicable. Sublessor shall reimburse any prorated sums owed by Sublessor under this Section 3(b) within thirty (30) days of written demand therefor. Upon termination of this Sublease, Sublessee shall be responsible for the cost of removing any alterations which were installed for or by Sublessee in the Premises, except that Sublessee shall not be unreasonably withheld, conditioned required to remove (i) any alterations if under the applicable provisions of the Lease such alterations may remain in the Premises upon the termination of the Lease or delayed(ii) and, any Approved Alterations to the extent required under Landlord has confirmed in the Prime LeaseConsent to Sublease that they need not be removed. Notwithstanding anything to the contrary contained in this Section 3(b), Landlord; providedif Sublessor delivers to Sublessee written notice at least six (6) months before the Expiration Date, however (a) no such approval shall be required for Cosmetic Alterations costing not more than $50,000.00 during any 12-month period, and (b) Subtenant shall have no right to make any Alterations that, in Sublandlord’s reasonable judgment Sublessor may require that (i) adversely affect any of Sublessee's modifications and improvements to any laboratory areas on the structural integrity or safety first floor be restored to their condition as of the Buildingdate hereof, (ii) materially adversely affect any of the electrical, heating, ventilating, air conditioning, plumbing or mechanical or other systems of the Building or the functioning thereof, (iii) be or become visible from the exterior of the Building or from any of the common or public areas thereof, or (iv) materially interfere with the operation of the Building or the provision of services or utilities to other tenants in the Building. If Sublandlord and Landlord consent to any Alterations, Sublandlord and Landlord may impose any conditions they reasonably deem appropriate, includingwhich restoration would include, without limitation, the Sublandlord’s reasonable approval (and Landlord’s approval) of all contracts, plans and specifications, contractors and subcontractors, performance or supervision removal of the work by Landlord or its agentsvivarium and the replacement of two to three fume hoods from laboratories 3026, or by Landlord’s architect or contractor (if Landlord has such right pursuant to the Prime Lease)3028, satisfactory evidence from Subtenant of Subtenant’s ability to pay for such Alterations3032 and 3034, and (ii) the requirement that, to the extent required pursuant to Section 10, any such Alterations be removed from the Premises (and the Premises be restored to their original layout) prior to the expiration high density storage racks installed as of the term of date hereof in the Subleaselibrary be replaced.

Condition of Premises Alterations. (a) Subtenant agrees to accept 8.1 Tenant hereby accepts the Premises in its “their "as is” " condition. 8.2 Except as otherwise expressly provided in Article 9.8 of the Lease, Tenant shall at its own cost and expense keep and maintain all portions of the Premises as well as all improvements on the Premises and all facilities appurtenant to the Premises in good order and repair and in safe and clean condition, broom clean. Sublandlord makes no representations or warranties concerning the Premises except as specifically set forth in this Subleasereasonable wear and tear excepted. (b) After 8.3 Landlord reserves the completion of the Subtenant’s Workright, Subtenant may at any time and from time to time, to make additional non-structural changes, installationsalterations, additions, improvementsrepairs or improvements to or in any part of the Building, fixed decorationsthe fixtures and equipment therein, substitutionsprovided that any such alterations or additions shall not materially adversely affect the functional utilization of the Premises. 8.4 In the event any governmental entity promulgates or revises any statute, replacements ordinance or modifications building, fire or other code and imposes mandatory or voluntary controls or guidelines on Landlord or the Building or any part thereof, or in the event Landlord is required or elects to make alterations or to perform maintenance with respect to, any part of the Premises (collectivelyBuilding in order to comply with such mandatory or voluntary controls or guidelines, “Alterations”)such compliance, subject the making of such alterations and or the performance of such maintenance shall in no event entitle Tenant to any damages, relieve Tenant of the obligation to pay the full Base Rent and Additional Charges reserved hereunder or to perform each of its other covenants hereunder or constitute or be construed as a constructive or other eviction of Tenant. 8.5 Without the prior written approval consent of Sublandlord (Landlord, which approval Landlord may refuse in Landlord's sole discretion, Tenant shall not be unreasonably withheldplace or install in the Premises any machine, conditioned equipment, files or delayed) andother load the weight of which shall exceed 80 pounds per square foot; and if Landlord consents to the placement or installation of any such machine, equipment, files or other load in the Premises, Tenant at its sole cost and expense shall reinforce the floor of the Premises in the area of such placement or installation, pursuant to plans and specifications approved by Landlord and otherwise in compliance with this Article 8, to the extent necessary to assure that no damage to the Premises or the Building or weakening of any structural supports will be occasioned thereby. 8.6 Tenant shall not make or permit any alterations, installations, additions or improvements, structural or otherwise (herein collectively called "Alterations"), in or to the Premises or the Building without Landlord's prior written consent, which Landlord may give or withhold in Landlord's sole discretion. Tenant shall be responsible for the cost of any additional alterations and improvements required under by the Prime Leaselaw to be made to or in the Building as a result of any Alterations. All Alterations shall be done in accordance with plans and specifications approved by Landlord, and subject to all other conditions which Landlord may in its sole discretion impose. Upon completion of any Alterations, Tenant shall provide to Landlord at Tenant's expense "as built" plans and specifications. 8.7 Except as provided in Section 8.8 and with respect to the property described in Exhibit A, all appurtenances, fixtures, improvements, equipment, additions and other property attached to or installed the Premises at the commencement of or during the Term shall be and remain the property of Landlord and shall not be removed by Tenant unless requested by Landlord. 8.8 All furniture, furnishings and articles of movable personal property installed in the Premises by or for the account of Tenant, without expense to Landlord, and which can be removed without structural or other material damage to the Building (all of which are herein called "Tenant's Property") shall be and remain the property of Tenant and may be removed by it at any time during the Term; provided, however however, (ai) no such approval any equipment or other property which is a replacement for items originally provided by Landlord at Landlord's expense shall not be required for Cosmetic Alterations costing not more than $50,000.00 during any 12-month periodconsidered Tenant's Property, and (bii) Subtenant that the property described in Exhibit A shall have no right to make any Alterations that, in Sublandlord’s reasonable judgment may (i) adversely affect not be removed without the structural integrity or safety written consent of Landlord. Upon the last day of the Building, (ii) materially adversely affect any term of the electrical, heating, ventilating, air conditioning, plumbing or mechanical or other systems of the Building or the functioning thereof, (iii) be or become visible from the exterior of the Building or from any of the common or public areas thereofthis Lease, or (iv) materially interfere with the operation of the Building or the provision of services or utilities to other tenants in the Building. If Sublandlord and Landlord consent to on any Alterationssooner termination, Sublandlord and Landlord may impose any conditions they reasonably deem appropriate, including, without limitation, the Sublandlord’s reasonable approval (and Landlord’s approval) of all contracts, plans and specifications, contractors and subcontractors, performance or supervision of the work by Landlord or its agents, or by Landlord’s architect or contractor (if Landlord has such right pursuant to the Prime Lease), satisfactory evidence from Subtenant of Subtenant’s ability to pay for such Alterations, and the requirement that, to the extent required pursuant to Section 10, any such Alterations be removed Tenant shall remove from the Premises (and all of Tenant's Property unless, in Tenant's initial request for the Premises be restored Landlord's consent to their original layout) prior the Alterations, Tenant also requested permission to leave the Tenant's Property in question in place at the expiration of the term Term and the Landlord consented in writing to such request, and except such items as the parties have otherwise agreed are to remain and to become the property of Landlord. Tenant shall repair or pay the cost of repairing any damage to the Premises or to the Building resulting from such removal. Tenant's obligations under this Section 8.9 shall survive the termination of this Lease. Any items of Tenant's property which shall remain in the premises after termination of this Lease may, at the option of the SubleaseLandlord, be deemed abandoned and in such case may either be retained by Landlord as its property or be disposed of, without accountability, at Tenant's expense in such manner as Landlord may see fit. 8.9 As security for the faithful performance of all of the terms, conditions and covenants of this Lease to be performed by Tenant, Tenant hereby grants to Landlord a security interest in all of Tenant's Property now or hereafter placed on or affixed to the Premises by Tenant. Any right of removal of Tenant's Property given Tenant by the provisions of Section 8.8 shall be exercisable only if, at the time of the removal, Tenant is not in default in performance of this Lease. Tenant may, however, at any time it is not in default in performance of this Lease, trade in or replace any of Tenant's property free of the security interest created by this Section 8.8 and this security interest will then attach to the item that replaced such trade fixture. On default in performance of any obligation of this Lease to be performed by Tenant, Landlord shall immediately have as to the foregoing items the remedies provided to a secured party under the Uniform Commercial Code as enacted in California. Tenant will deliver to Landlord upon the execution of this Lease a Form UCC-1 Financing Statement evidencing this security interest and such other documentation as Landlord may reasonably require to perfect this security interest. 8.10 On the last day of the term hereof, or on any sooner termination, Tenant shall surrender the Premises to landlord in the same condition as when received, ordinary wear and tear excepted, clean and free of debris. Tenant shall repair any damage to the Premises occasioned by the installation or removal of Tenant's trade fixtures, furnishings and equipment. Notwithstanding anything to the contrary otherwise stated in the Lease, Tenant shall leave the power panels, electrical distribution systems, lighting fixtures, heating, ventilating and air conditioning systems and plumbing on the Premises in good operating condition.