Common use of Delivery and Acceptance of Possession Clause in Contracts

Delivery and Acceptance of Possession. If Landlord is unable to deliver possession of the Premises to Tenant on or before the Scheduled Commencement Date for any reason whatsoever, then this Lease shall not be void or voidable, and Landlord shall not be liable to Tenant for any loss or damage resulting therefrom. Notwithstanding the foregoing, if delivery of possession of the Premises to Tenant shall occur after the date that is sixty (60) days after the Scheduled Commencement Date (other than by reason of Force Majeure or Tenant Delay) (the “Outside Delivery Date”) and such delay actually delays Tenant’s occupancy of the Premises, then Tenant shall receive a day for day credit against Base Monthly Rent for each day of delay in delivery beyond the Outside Delivery Date until the occurrence of the delivery of the Premises to Tenant (or if applicable, the Critical Outside Delivery Date), and if delivery occurs on or after the date that is sixty (60) days following the Outside Delivery Date (other than by reason of Force Majeure or Tenant Delay) (the “Critical Outside Delivery Date”) and such delay actually delays Tenant’s occupancy of the Premises, then Tenant shall receive a two (2)-day credit against Base Monthly Rent for each day of delay in delivery beyond the Critical Outside Delivery Date until the delivery of the Premises to Tenant. If any portion of the delay in delivery is due to any Tenant Delay (as defined in Exhibit B), then the delivery date shall be deemed (for the purposes of calculating the Commencement Date) the date the Premises would have been delivered but for such delays by Tenant. Tenant acknowledges that it has had an opportunity to conduct, and has conducted, such inspections of the Premises as it deems necessary to evaluate its condition. Except as otherwise specifically provided in the Lease, Xxxxxx agrees to accept possession of the Premises in its then existing condition, “AS- IS”, including all patent and latent defects, and Xxxxxx’s taking possession of any part of the Premises shall be deemed to be an acceptance by Tenant of any work of improvement done by Landlord in such part as complete. At the time Landlord delivers possession of the Premises to Tenant, Landlord and Tenant shall together execute an acceptance agreement in the form attached as Exhibit C, appropriately completed. Landlord shall have no obligation to deliver possession, nor shall Tenant be entitled to take occupancy, of the Premises until such acceptance agreement has been executed, and Tenant’s obligation to pay Base Monthly Rent and Additional Rent shall not be excused or delayed because of Tenant’s failure to execute such acceptance agreement. Landlord represents, as of the Commencement Date, that to Landlord’s knowledge, Building systems serving the Premises are in good working order. Tenant shall have access to the Premises. Building, parking and other Common Areas twenty-four (24) hours a day, seven (7) days a week with utility services being provided at all times, subject to the terms of this Lease. Tenant shall have the right to install a security system pertaining to the Premises including, without limitation, a card key access system on the elevators (and subject to compliance with the applicable laws, on the stairwells) enabling Tenant to lock off any full and half floors that it occupies as well as at various access points within the Premises, provided that: (i) any work performed by Tenant in installing such system shall be #201239119v12<ACTIVE> - DW Life Sciences DIVCO IDEAYA Biosciences 000 Xxxxxxxxx Xxxxx...docx ACTIVE\201239119.12 #201239119v12<ACTIVE> - DW Life Sciences DIVCO IDEAYA Biosciences 000 Xxxxxxxxx Xxxxx...docx ACTIVE\201239119.12 performed in accordance with the provisions of this Lease and Tenant shall provide to Landlord card keys to allow Landlord to access the Premises, subject to, and in accordance with, the provisions of this Lease.

Delivery and Acceptance of Possession. If Landlord is unable to deliver possession of the Premises to Tenant on or before the Scheduled Commencement Date with the Tenant Improvements Substantially Completed (as defined in Exhibit B), for any reason whatsoever, then this Lease shall not be void or voidablevoidable except as provided in this paragraph, and Landlord shall not be liable to Tenant for any loss or damage resulting therefrom. Notwithstanding the foregoingforegoing or anything to the contrary contained in this Lease, (a) if delivery of possession of the Premises to Tenant shall occur after the date that is sixty (60) days after the Scheduled Commencement Date has not occurred on or before March 1, 2003 (other than by reason of as extended for Tenant Delays and Force Majeure or Tenant Delay) (the “Outside Delivery Date”) and such delay actually delays Tenant’s occupancy of the PremisesDelays, then Tenant shall receive a day for day credit against Base Monthly Rent for each day of delay in delivery beyond the Outside Delivery Date until the occurrence of the delivery of the Premises to Tenant (or if applicable, the Critical Outside Delivery Date), and if delivery occurs on or after the date that is sixty (60) days following the Outside Delivery Date (other than by reason of Force Majeure or Tenant Delay) (the “Critical Outside Delivery Date”) and such delay actually delays Tenant’s occupancy of the Premises, then Tenant shall receive a two (2)-day credit against Base Monthly Rent for each day of delay in delivery beyond the Critical Outside Delivery Date until the delivery of the Premises to Tenant. If any portion of the delay in delivery is due to any Tenant Delay (as defined in Exhibit B), then Landlord shall reimburse Tenant for the delivery Holdover Delay Payment (hereinafter defined) for the time period that the Commencement Date is delayed beyond March 1, 2003 (as extended for Tenant Delays and Force Majeure Delays) through the earlier of thirty (30) days after the Commencement Date occurs or such earlier date that Tenant ceases to be obligated to pay holdover rent under the Existing Lease (hereinafter defined), and (b) if the Commencement Date has not occurred on or before May 1, 2003 (as extended for Tenant Delays and Force Majeure Delays), then Tenant, as its sole and exclusive remedy (in addition to the payment by Landlord of the Holdover Delay Payment as provided below), may terminate this Lease by written notice to Landlord prior to the actual Commencement Date, whereupon any monies previously paid by Tenant to Landlord shall be deemed (reimbursed to Tenant, and Landlord shall pay the Holdover Delay Payment to Tenant through May 31, 2003, but not for any period thereafter, to such extent such payment is due the landlord under the Existing Lease. Under no circumstances will Landlord pay more than $69,000.00 in Holdover Delay Payment even if the Commencement Date is delayed beyond May 1, 2003 and Tenant does not elect to terminate the Lease as provided above. The “Holdover Delay Payment” equals $23,000.00 per month, which represents one-half of the additional premium for the purposes holdover rent that Tenant pays to its current landlord for Tenant’s lease of calculating space at 2000 Xxxxx Xxxx., Suites 109 and 110, Santa Clara, California (the “Existing Lease”). If the landlord under the Existing Lease reduces or does not charge rent at the holdover rate under the Existing Lease, Landlord’s Holdover Delay Payment will be reduced according to equal one-half of the additional premium for holdover rent for the Existing Lease. Landlord will make the Holdover Delay Payment to Tenant either in a lump sum payment within 10 days after the Commencement Date or as a credit against Base Monthly Rent and Additional Rent coming due under this Lease. Notwithstanding anything to the contrary contained in this Lease, Landlord warrants and represents that as of the Commencement Date, (i) the date Premises will comply with all Laws, except for any improvements required due to Tenant’s particular use of the Premises, the particular manner in which it conducts its business in the Premises, or any Trade Fixtures or Tenant Alterations made by Tenant, (ii) the Tenant Improvements and the Premises would have been delivered but will be in good and clean operating condition and repair, (iii) the electrical (including outlets and panels), mechanical, HVAC, plumbing, sewer, elevator, sprinkler (including interior and exterior landscaping) and other systems serving the Premises and the Building as well as the lighting, ceiling tiles and window coverings in the Premises and the parking lot will be in good operating condition and repair, and (iv) the roof (including the roof membrane) of the Building will be in good condition and water tight. During the first six (6) months after the Commencement Date, Landlord shall, promptly after receipt of notice from Tenant, remedy any non-compliance with such warranty at Landlord’s sole cost and expense, except if such work is required due to (a) the negligence, willful misconduct or misuse by Tenant or any of its Agents, or (b) the installation of any Trade Fixtures or Tenant Alterations, in which case Tenant shall be solely responsible for the cost of such delays by Tenantwork. Subject to the foregoing, Tenant acknowledges that it has had an opportunity to conduct, and has conducted, such inspections of the Premises as it deems necessary to evaluate its condition. Except as otherwise specifically provided in the Leaseherein, Xxxxxx Tenant agrees to accept possession of the Premises in its then existing condition, “AS- ISas-is”, including all patent and latent defects, and Xxxxxx’s taking possession of except for any part defects in the structural parts of the Premises Building (which for purposes hereof shall be deemed to be an acceptance by Tenant of any work of improvement done by Landlord in such part as completemean the foundation, load bearing walls and roof structure). At the time Landlord delivers possession of the Premises to Tenant, Landlord and Tenant shall together execute an acceptance agreement in the form attached as Exhibit C, appropriately completed. Landlord shall have no obligation to deliver possession, nor shall The failure of Tenant be entitled to take occupancy, of the Premises until such acceptance agreement has been executed, and Tenant’s obligation to pay Base Monthly Rent and Additional Rent shall not be excused or delayed because of Tenant’s failure to execute such acceptance agreement. Landlord represents, as of Acceptance Agreement shall not extend or delay the Commencement Date, that to Landlord’s knowledge, Building systems serving the Premises are in good working order. Tenant shall have access to the Premises. Building, parking and other Common Areas twenty-four (24) hours a day, seven (7) days a week with utility services being provided at all times, subject to the terms of this Lease. Tenant shall have the right to install a security system pertaining to the Premises including, without limitation, a card key access system on the elevators (and subject to compliance with the applicable laws, on the stairwells) enabling Tenant to lock off any full and half floors that it occupies as well as at various access points within the Premises, provided that: (i) any work performed by Tenant in installing such system shall be #201239119v12<ACTIVE> - DW Life Sciences DIVCO IDEAYA Biosciences 000 Xxxxxxxxx Xxxxx...docx ACTIVE\201239119.12 #201239119v12<ACTIVE> - DW Life Sciences DIVCO IDEAYA Biosciences 000 Xxxxxxxxx Xxxxx...docx ACTIVE\201239119.12 performed in accordance with the provisions of this Lease and Tenant shall provide to Landlord card keys to allow Landlord to access the Premises, subject to, and in accordance with, the provisions of this Lease.

Delivery and Acceptance of Possession. If Landlord is unable to deliver possession of the Premises to Tenant on or before the Scheduled Commencement Date for any reason whatsoever, then this Lease shall not be void or voidablevoidable for a period of ninety (90) days thereafter, and Landlord shall not be liable to Tenant for any loss or damage resulting therefrom. Notwithstanding the foregoing, if delivery of Tenant shall accept possession and enter into good faith occupancy of the entire Premises to Tenant shall occur after and commence the date that is sixty operation of its business therein within ninety (6090) days after the Scheduled Commencement Date (other than by reason of Force Majeure or Tenant Delay) (the “Outside Delivery Date”) and such delay actually delays Tenant’s occupancy of the Premises, then Tenant shall receive a day for day credit against Base Monthly Rent for each day of delay in delivery beyond the Outside Delivery Date until the occurrence of the delivery of the Premises to Tenant (or if applicable, the Critical Outside Delivery Date), and if delivery occurs on or after the date that is sixty (60) days following the Outside Delivery Date (other than by reason of Force Majeure or Tenant Delay) (the “Critical Outside Delivery Date”) and such delay actually delays Tenant’s occupancy of the Premises, then Tenant shall receive a two (2)-day credit against Base Monthly Rent for each day of delay in delivery beyond the Critical Outside Delivery Date until the delivery of the Premises to Tenant. If any portion of the delay in delivery is due to any Tenant Delay (as defined in Exhibit B), then the delivery date shall be deemed (for the purposes of calculating the Commencement Date) the date the Premises would have been delivered but for such delays by Tenant. Tenant acknowledges that it has had an opportunity to conduct, and has conducted, such inspections of the Premises as it deems necessary to evaluate its condition. Except as otherwise specifically provided in the LeaseParagraph 2.3, Xxxxxx Tenant agrees to accept possession of the Premises in its then existing condition, “AS- IS”"as-is", including all patent defects. Landlord makes no representation that the Premises or the Building as of the date hereof and latent defectsas of the Commencement Date does or will comply with the Americans with Disabilities Act of 1990 (42 U.S.C. Sections 12101 - 12213), and Xxxxxx’s or any regulations promulgated thereunder (the "ADA"). Tenant's taking possession of any part of the Premises shall be deemed to be an acceptance by Tenant of any work of improvement done by Landlord in such part as completecomplete and in accordance with the terms of this Lease except for defects of which Tenant has given Landlord written notice prior to the time Tenant takes possession. At the time Landlord delivers possession of the Premises to Tenant, Landlord and Tenant shall together execute an acceptance agreement a commencement memorandum in the form attached as Exhibit CD, appropriately completed. Landlord shall have no obligation to deliver possession, nor shall Tenant be entitled to take occupancy, of the Premises until such acceptance agreement commencement memorandum has been executed, and Tenant’s 's obligation to pay Base Monthly Rent and Additional Rent shall not be excused or delayed because of Tenant’s 's failure to execute such acceptance agreement. Landlord represents, as of the Commencement Date, that to Landlord’s knowledge, Building systems serving the Premises are in good working order. Tenant shall have access to the Premises. Building, parking and other Common Areas twenty-four (24) hours a day, seven (7) days a week with utility services being provided at all times, subject to the terms of this Lease. Tenant shall have the right to install a security system pertaining to the Premises including, without limitation, a card key access system on the elevators (and subject to compliance with the applicable laws, on the stairwells) enabling Tenant to lock off any full and half floors that it occupies as well as at various access points within the Premises, provided that: (i) any work performed by Tenant in installing such system shall be #201239119v12<ACTIVE> - DW Life Sciences DIVCO IDEAYA Biosciences 000 Xxxxxxxxx Xxxxx...docx ACTIVE\201239119.12 #201239119v12<ACTIVE> - DW Life Sciences DIVCO IDEAYA Biosciences 000 Xxxxxxxxx Xxxxx...docx ACTIVE\201239119.12 performed in accordance with the provisions of this Lease and Tenant shall provide to Landlord card keys to allow Landlord to access the Premises, subject to, and in accordance with, the provisions of this Leasecommencement memorandum.

Delivery and Acceptance of Possession. If Landlord is unable to deliver possession of the Premises to Tenant on or before the Scheduled Commencement Date for any reason whatsoever, then this Lease shall not be void or voidablevoidable for a period of ninety (90) days thereafter, and Landlord shall not be liable to Tenant for any loss or damage resulting therefrom. Notwithstanding the foregoing, if delivery of Tenant shall accept possession and enter into good faith occupancy of the entire Premises to Tenant shall occur after and commence the date that is sixty operation of its business therein within thirty (6030) days after the Scheduled Commencement Date (other than by reason of Force Majeure or Tenant Delay) (the “Outside Delivery Date”) and such delay actually delays Tenant’s occupancy of the Premises, then Tenant shall receive a day for day credit against Base Monthly Rent for each day of delay in delivery beyond the Outside Delivery Date until the occurrence of the delivery of the Premises to Tenant (or if applicable, the Critical Outside Delivery Date), and if delivery occurs on or after the date that is sixty (60) days following the Outside Delivery Date (other than by reason of Force Majeure or Tenant Delay) (the “Critical Outside Delivery Date”) and such delay actually delays Tenant’s occupancy of the Premises, then Tenant shall receive a two (2)-day credit against Base Monthly Rent for each day of delay in delivery beyond the Critical Outside Delivery Date until the delivery of the Premises to Tenant. If any portion of the delay in delivery is due to any Tenant Delay (as defined in Exhibit B), then the delivery date shall be deemed (for the purposes of calculating the Commencement Date) the date the Premises would have been delivered but for such delays by Tenant. Tenant acknowledges that it has had an opportunity to conduct, and has conducted, such inspections of the Premises as it deems necessary to evaluate its condition. Except as otherwise specifically provided in the Lease, Xxxxxx Tenant agrees to accept possession of the Premises in its then existing condition, “AS- IS”"as is;" provided, including all patent and latent defectshowever, and Xxxxxx’s taking Tenant may notify Landlord in writing within thirty (30) days after Tenant takes possession of any part of the Premises of any defects in the Premises claimed by Tenant. Except for defects stated in such notice, Tenant shall be deemed conclusively presumed to have accepted the Premises in the condition existing on the ate Tenant first takes possession, and to have waived all claims relating to the condition of the Premises. Except as to improvements to be an acceptance by Tenant of any work of improvement done constructed by Landlord in such part pursuant to 2.3, Landlord makes no representation that the Premises as completeof the date hereof and as of the commencement Date does or will comply with the Americans with Disabilities Act of 1990 (42 U.S.C. Sections 12101 - 12213), or any regulations promulgated thereunder (the "ADA"). At the time Landlord delivers possession of the Premises to Tenant, Landlord and Tenant shall together execute an acceptance agreement a commencement memorandum in the form attached as Exhibit CD, appropriately completed. Landlord shall have no obligation to deliver possession, nor shall Tenant be entitled to take occupancy, of the Premises until such acceptance agreement commencement memorandum has been executed, and Tenant’s 's obligation to pay Base Monthly Rent and Additional Rent shall not be excused or delayed because of Tenant’s 's failure to execute exercise such acceptance agreement. Landlord represents, as of the Commencement Date, that to Landlord’s knowledge, Building systems serving the Premises are in good working order. Tenant shall have access to the Premises. Building, parking and other Common Areas twenty-four (24) hours a day, seven (7) days a week with utility services being provided at all times, subject to the terms of this Lease. Tenant shall have the right to install a security system pertaining to the Premises including, without limitation, a card key access system on the elevators (and subject to compliance with the applicable laws, on the stairwells) enabling Tenant to lock off any full and half floors that it occupies as well as at various access points within the Premises, provided that: (i) any work performed by Tenant in installing such system shall be #201239119v12<ACTIVE> - DW Life Sciences DIVCO IDEAYA Biosciences 000 Xxxxxxxxx Xxxxx...docx ACTIVE\201239119.12 #201239119v12<ACTIVE> - DW Life Sciences DIVCO IDEAYA Biosciences 000 Xxxxxxxxx Xxxxx...docx ACTIVE\201239119.12 performed in accordance with the provisions of this Lease and Tenant shall provide to Landlord card keys to allow Landlord to access the Premises, subject to, and in accordance with, the provisions of this Leasecommencement memorandum.

Delivery and Acceptance of Possession. If this Lease provides that Landlord must deliver possession of the Premises to Tenant on a certain date, then if Landlord is unable to deliver possession of the Premises to Tenant on or before the Scheduled Commencement Date such date for any reason whatsoever, then this Lease shall not be void or voidablevoidable for a period of 180 days thereafter, and Landlord shall not be liable to Tenant for any loss or damage resulting therefrom. Notwithstanding the foregoing, if delivery of Tenant shall accept possession and enter into good faith occupancy of the entire Premises to Tenant shall occur after and commence the date that is sixty (60) operation of its business therein within 30 days after the Scheduled Commencement Date (other than by reason of Force Majeure or Tenant Delay) (the “Outside Delivery Date”) and such delay actually delays Tenant’s occupancy of the Premises, then Tenant shall receive a day for day credit against Base Monthly Rent for each day of delay in delivery beyond the Outside Delivery Date until the occurrence of the delivery of the Premises to Tenant (or if applicable, the Critical Outside Delivery Date), and if delivery occurs on or after the date that is sixty (60) days following the Outside Delivery Date (other than by reason of Force Majeure or Tenant Delay) (the “Critical Outside Delivery Date”) and such delay actually delays Tenant’s occupancy of the Premises, then Tenant shall receive a two (2)-day credit against Base Monthly Rent for each day of delay in delivery beyond the Critical Outside Delivery Date until the delivery of the Premises to Tenant. If any portion of the delay in delivery is due to any Tenant Delay (as defined in Exhibit B), then the delivery date shall be deemed (for the purposes of calculating the Commencement Date) the date the Premises would have been delivered but for such delays by Tenant. Tenant acknowledges that it has had an opportunity to conduct, and has conducted, such inspections of the Premises as it deems necessary to evaluate its condition. Except as otherwise specifically provided in the Leaseherein, Xxxxxx Tenant agrees to accept possession of the Premises in its then existing condition, “AS- ISas-is”, including all patent and latent defects, and Xxxxxx. Tenant’s taking possession of any part of the Premises shall be deemed to be an acceptance by Tenant of any work of improvement done by Landlord in such part as completecomplete and in accordance with the terms of this Lease except for defects of which Tenant has given Landlord written notice prior to the time Tenant takes possession. At the time Landlord delivers possession of the Premises to Tenant, Landlord and Tenant shall together execute an acceptance agreement in the form attached as Exhibit CD, appropriately completed. Landlord shall have no obligation to deliver possession, nor shall Tenant be entitled to take occupancy, of the Premises until such acceptance agreement has been executed, and Tenant’s obligation to pay Base Monthly Rent and Additional Rent shall not be excused or delayed because of Tenant’s failure to execute such acceptance agreement. Landlord represents, as of the Commencement Date, that to Landlord’s knowledge, Building systems serving the Premises are in good working order. Tenant shall have access to the Premises. Building, parking and other Common Areas twenty-four (24) hours a day, seven (7) days a week with utility services being provided at all times, subject to the terms of this Lease. Tenant shall have the right to install a security system pertaining to the Premises including, without limitation, a card key access system on the elevators (and subject to compliance with the applicable laws, on the stairwells) enabling Tenant to lock off any full and half floors that it occupies as well as at various access points within the Premises, provided that: (i) any work performed by Tenant in installing such system shall be #201239119v12<ACTIVE> - DW Life Sciences DIVCO IDEAYA Biosciences 000 Xxxxxxxxx Xxxxx...docx ACTIVE\201239119.12 #201239119v12<ACTIVE> - DW Life Sciences DIVCO IDEAYA Biosciences 000 Xxxxxxxxx Xxxxx...docx ACTIVE\201239119.12 performed in accordance with the provisions of this Lease and Tenant shall provide to Landlord card keys to allow Landlord to access the Premises, subject to, and in accordance with, the provisions of this Lease.

Delivery and Acceptance of Possession. If this Lease provides that Landlord must deliver possession of the Premises to Tenant on a certain date, then if Landlord is unable to deliver possession of the Premises to Tenant on or before the Scheduled Commencement Date such date for any reason whatsoever, then this Lease shall not be void or voidable, and Landlord shall not be liable to Tenant for any loss or damage resulting therefrom. Notwithstanding the foregoing, if delivery of Tenant shall accept possession and enter into good faith occupancy of the entire Premises to Tenant shall occur after and commence the date that is sixty (60) operation of its business therein within 30 days after the Scheduled Commencement Date (other than by reason of Force Majeure or Tenant Delay) (the “Outside Delivery Date”) and such delay actually delays Tenant’s occupancy of the Premises, then Tenant shall receive a day for day credit against Base Monthly Rent for each day of delay in delivery beyond the Outside Delivery Date until the occurrence of the delivery of the Premises to Tenant (or if applicable, the Critical Outside Delivery Date), and if delivery occurs on or after the date that is sixty (60) days following the Outside Delivery Date (other than by reason of Force Majeure or Tenant Delay) (the “Critical Outside Delivery Date”) and such delay actually delays Tenant’s occupancy of the Premises, then Tenant shall receive a two (2)-day credit against Base Monthly Rent for each day of delay in delivery beyond the Critical Outside Delivery Date until the delivery of the Premises to Tenant. If any portion of the delay in delivery is due to any Tenant Delay (as defined in Exhibit B), then the delivery date shall be deemed (for the purposes of calculating the Commencement Date) the date the Premises would have been delivered but for such delays by Tenant. Tenant acknowledges that it has had an the opportunity to conduct, and has conducted, such inspections of the Premises as it deems necessary to evaluate its condition. Except as otherwise specifically provided in the Leaseherein, Xxxxxx Tenant agrees to accept possession of the Premises in its then existing condition, “AS- ISas-is”, including all patent and latent defects, and Xxxxxx. Tenant’s taking possession of any part of the Premises shall be deemed to be an acceptance by Tenant of any work of improvement done by Landlord in such part as completecomplete and in accordance with the terms of this Lease except for defects of which Tenant has given Landlord written notice prior to the time Tenant takes possession. At the time Landlord and delivers possession of the Premises to Tenant, Landlord and Tenant shall together execute an acceptance agreement in the form attached as Exhibit CD, as appropriately completed. Landlord shall have no obligation to deliver possession, nor shall Tenant be entitled to take occupancy, of the Premises until such acceptance agreement has been executed, and Tenant’s obligation to pay Base Monthly Rent and Additional Rent shall not be excused or delayed because of Tenant’s failure to execute such acceptance agreement. Landlord represents, as of the Commencement Date, that to Landlord’s knowledge, Building systems serving the Premises are in good working order. Tenant shall have access to the Premises. Building, parking and other Common Areas twenty-four (24) hours a day, seven (7) days a week with utility services being provided at all times, subject to the terms of this Lease. Tenant shall have the right to install a security system pertaining to the Premises including, without limitation, a card key access system on the elevators (and subject to compliance with the applicable laws, on the stairwells) enabling Tenant to lock off any full and half floors that it occupies as well as at various access points within the Premises, provided that: (i) any work performed by Tenant in installing such system shall be #201239119v12<ACTIVE> - DW Life Sciences DIVCO IDEAYA Biosciences 000 Xxxxxxxxx Xxxxx...docx ACTIVE\201239119.12 #201239119v12<ACTIVE> - DW Life Sciences DIVCO IDEAYA Biosciences 000 Xxxxxxxxx Xxxxx...docx ACTIVE\201239119.12 performed in accordance with the provisions of this Lease and Tenant shall provide to Landlord card keys to allow Landlord to access the Premises, subject to, and in accordance with, the provisions of this Lease.

Delivery and Acceptance of Possession. If The Scheduled Commencement Date is the date estimated by the parties that will be thirty (30) days after the date Landlord is unable to deliver obtains possession of the Premises to from the existing tenant. Since the Tenant on or before Improvements may not be Substantially Completed by the Scheduled Commencement Date for any reason whatsoeverDate, then this Lease shall Tenant will not be void or voidable, and Landlord shall not be liable able to Tenant for any loss or damage resulting therefrom. Notwithstanding the foregoing, if delivery of possession use all of the Premises while the Tenant Improvements are being constructed. Subject to Tenant shall occur after the date that is sixty (60) days after the Scheduled Commencement Date (other than by reason of Force Majeure or Tenant Delay) (the “Outside Delivery Date”) and such delay actually delays Tenant’s occupancy scope of the Premises, then Tenant shall receive a day for day credit against Base Monthly Rent for each day of delay Improvements contained in delivery beyond the Outside Delivery Date until the occurrence of the delivery of the Premises to Tenant (or if applicable, the Critical Outside Delivery Date), and if delivery occurs on or after the date that is sixty (60) days following the Outside Delivery Date (other than by reason of Force Majeure or Tenant Delay) (the “Critical Outside Delivery Date”) and such delay actually delays Tenant’s occupancy of the Premises, then Tenant shall receive a two (2)-day credit against Base Monthly Rent for each day of delay in delivery beyond the Critical Outside Delivery Date until the delivery of the Premises to Tenant. If any portion of the delay in delivery is due to any Tenant Delay Construction Plans (as defined in Exhibit BB attached hereto), then the delivery date shall parties contemplate that Tenant will be deemed (for the purposes able to occupy approximately one-half of calculating the Commencement Date) the date the Premises would while Landlord's contractor is constructing the Tenant Improvements in the remainder of the Premises. Tenant agrees to cooperate with Landlord's contractor in connection with the construction of the Tenant Improvements and not to interfere with the work of the contractor, including any work that may have to be done in the area of the Premises being occupied by Tenant. Tenant acknowledges and accepts the various inconveniences that may be associated with the use of any portion of the Premises and Common Areas during the construction of the Tenant Improvements, such as construction obstacles, noise and debris, the passage of work crews, uneven air conditioning service and other typical conditions incident to the construction of improvements. Tenant agrees that such inconveniences and annoyances shall not give Tenant any rights against Landlord. Tenant shall accept possession and enter into good faith occupancy of the entire Premises and commence the operation of its business therein within 30 days after the Tenant Improvements have been delivered but for such delays by TenantSubstantially Completed. Tenant acknowledges that it has had an opportunity to conduct, and has conducted, such inspections of the Premises as it deems necessary to evaluate its condition. Except as otherwise specifically provided in the Leaseherein, Xxxxxx Tenant agrees to accept possession of the Premises in its then existing condition, “AS- IS”"as-is", including all patent and defects, but excluding all latent defects, and Xxxxxx’s which Landlord shall promptly repair after receipt of written notice of such latent defect. Tenant agrees to provide notice to Landlord of any latent defects promptly after Tenant discovers such latent defect. Tenant's taking possession of any part of the Premises shall be deemed to be an acceptance by Tenant of any work of improvement done by Landlord in such part as complete. At complete and in accordance with the terms of this Lease except for defects of which Tenant has given Landlord written notice prior to the time Landlord delivers possession Tenant takes possession, After the Commencement Date and Substantial Completion of the Premises to TenantTenant Improvements, Landlord and Tenant shall together execute an acceptance agreement in the form attached as Exhibit EXHIBIT C, appropriately completed. Landlord shall have no obligation to deliver possession, nor shall Tenant be entitled to take occupancy, of the Premises until such acceptance agreement has been executed, and Tenant’s 's obligation to pay Base Monthly Rent and Additional Rent in accordance with this Lease shall not be excused or delayed because of Tenant’s 's failure to execute such acceptance agreement. Landlord represents, as of the Commencement Date, that to Landlord’s knowledge, Building systems serving the Premises are in good working order. Tenant shall have access to the Premises. Building, parking and other Common Areas twenty-four (24) hours a day, seven (7) days a week with utility services being provided at all times, subject to the terms of this Lease. Tenant shall have the right to install a security system pertaining to the Premises including, without limitation, a card key access system on the elevators (and subject to compliance with the applicable laws, on the stairwells) enabling Tenant to lock off any full and half floors that it occupies as well as at various access points within the Premises, provided that: (i) any work performed by Tenant in installing such system shall be #201239119v12<ACTIVE> - DW Life Sciences DIVCO IDEAYA Biosciences 000 Xxxxxxxxx Xxxxx...docx ACTIVE\201239119.12 #201239119v12<ACTIVE> - DW Life Sciences DIVCO IDEAYA Biosciences 000 Xxxxxxxxx Xxxxx...docx ACTIVE\201239119.12 performed in accordance with the provisions of this Lease and Tenant shall provide to Landlord card keys to allow Landlord to access the Premises, subject to, and in accordance with, the provisions of this Lease.

Delivery and Acceptance of Possession. If this Lease provides that Landlord must deliver possession of the Premises to Tenant on a certain date, then if Landlord is unable to deliver possession of the Premises to Tenant on or before the Scheduled Commencement Date such date for any reason whatsoever, then this Lease shall not be void or voidablevoidable for a period of 60 days thereafter, and Landlord shall not be liable to Tenant for any loss or damage resulting therefrom. Notwithstanding the foregoing, if delivery of possession of the Premises to Tenant shall occur after the date that is sixty (60) days after the Scheduled Commencement Date (other than by reason of Force Majeure or Tenant Delay) (the “Outside Delivery Date”) and such delay actually delays Tenant’s occupancy of the Premises, then Tenant shall receive a day for day credit against Base Monthly Rent for each day of delay in delivery beyond the Outside Delivery Date until the occurrence of the delivery of the Premises to Tenant (or if applicable, the Critical Outside Delivery Date), and if delivery occurs on or after the date that is sixty (60) days following the Outside Delivery Date (other than by reason of Force Majeure or Tenant Delay) (the “Critical Outside Delivery Date”) and such delay actually delays Tenant’s occupancy of the Premises, then Tenant shall receive a two (2)-day credit against Base Monthly Rent for each day of delay in delivery beyond the Critical Outside Delivery Date until the delivery of the Premises to Tenant. If any portion of the delay in delivery is due to any Tenant Delay (as defined in Exhibit B), then the delivery date shall be deemed (for the purposes of calculating the Commencement Date) the date the Premises would have been delivered but for such delays by Tenant. Tenant acknowledges that it has had an opportunity to conduct, and has conducted, such inspections of the Premises as it deems necessary to evaluate its condition. Tenant shall accept possession and enter into good faith occupancy of the entire Premises and commence the operation of its business therein within 30 days after the Commencement Date. Except as otherwise specifically provided in the Leaseherein, Xxxxxx Tenant agrees to accept possession of the Premises in its then existing condition, “AS- IS”"as- is", including all patent and latent defects. Landlord makes no representation that the Premises as of the date hereof and as the Commencement Date does or will comply with the Americans with Disabilities Act of 1990 (42 U.S.C. Sections 12101 - 12213), or any regulations promulgated thereunder (the "ADA"). With respect to the Common Areas, Landlord shall be responsible for performing any work required to the Common Areas to comply with the requirements of the ADA provided that such work is not required as a result of Tenant's Alterations, including the initial Tenant Improvements, and Xxxxxx’s Landlord shall be responsible for performing any work required to the entrance ramps to the Premises to comply with the requirements of the ADA provided that such work is not required as a result of Tenant's changes to the entrances of the Premises or any other Tenant's Alterations, including the initial Tenant Improvements. Tenant's taking possession of any part of the Premises shall be deemed to be an acceptance by Tenant of any work of improvement done by Landlord in such part as completecomplete and in accordance with the terms of this Lease except for defects of which Tenant has given Landlord written notice prior to the time Tenant takes possession. At the time Landlord delivers possession of the Premises to Tenant, Landlord and Tenant shall together execute an acceptance agreement a commencement memorandum in the form attached as Exhibit CD, appropriately completed. Landlord shall have no obligation to deliver possession, nor shall Tenant be entitled to take occupancy, of the Premises until such acceptance agreement commencement memorandum has been executed, and Tenant’s 's obligation to pay Base Monthly Rent and Additional Rent shall not be excused or delayed because of Tenant’s 's failure to execute such acceptance agreement. Landlord represents, as of the Commencement Date, that to Landlord’s knowledge, Building systems serving the Premises are in good working order. Tenant shall have access to the Premises. Building, parking and other Common Areas twenty-four (24) hours a day, seven (7) days a week with utility services being provided at all times, subject to the terms of this Lease. Tenant shall have the right to install a security system pertaining to the Premises including, without limitation, a card key access system on the elevators (and subject to compliance with the applicable laws, on the stairwells) enabling Tenant to lock off any full and half floors that it occupies as well as at various access points within the Premises, provided that: (i) any work performed by Tenant in installing such system shall be #201239119v12<ACTIVE> - DW Life Sciences DIVCO IDEAYA Biosciences 000 Xxxxxxxxx Xxxxx...docx ACTIVE\201239119.12 #201239119v12<ACTIVE> - DW Life Sciences DIVCO IDEAYA Biosciences 000 Xxxxxxxxx Xxxxx...docx ACTIVE\201239119.12 performed in accordance with the provisions of this Lease and Tenant shall provide to Landlord card keys to allow Landlord to access the Premises, subject to, and in accordance with, the provisions of this Leasecommencement memorandum.

Delivery and Acceptance of Possession. If this Lease provides that Landlord must deliver possession of the Premises to Tenant on a certain date, then if Landlord is unable to deliver possession of the Premises to Tenant on or before the Scheduled Commencement Date such date for any reason whatsoever, then this Lease shall not be void or voidablevoidable for a period of 60 days thereafter (subject to further extension due to “Tenant Delays” and “Force Majeure Delays” as such terms are defined in Exhibit B attached hereto), and Landlord shall not be liable to Tenant for any loss or damage resulting therefrom. Notwithstanding the foregoing, if delivery of Tenant shall accept possession and enter into good faith occupancy of the entire Premises to Tenant shall occur after and commence the date that is sixty (60) operation of its business therein within 30 days after the Scheduled Commencement Date (other than by reason of Force Majeure or Tenant Delay) (the “Outside Delivery Date”) and such delay actually delays Tenant’s occupancy of the Premises, then Tenant shall receive a day for day credit against Base Monthly Rent for each day of delay in delivery beyond the Outside Delivery Date until the occurrence of the delivery of the Premises to Tenant (or if applicable, the Critical Outside Delivery Date), and if delivery occurs on or after the date that is sixty (60) days following the Outside Delivery Date (other than by reason of Force Majeure or Tenant Delay) (the “Critical Outside Delivery Date”) and such delay actually delays Tenant’s occupancy of the Premises, then Tenant shall receive a two (2)-day credit against Base Monthly Rent for each day of delay in delivery beyond the Critical Outside Delivery Date until the delivery of the Premises to Tenant. If any portion of the delay in delivery is due to any Tenant Delay (as defined in Exhibit B), then the delivery date shall be deemed (for the purposes of calculating the Commencement Date) the date the Premises would have been delivered but for such delays by Tenant. Tenant acknowledges that it has had an opportunity to conduct, and has conducted, such inspections of the Premises as it deems necessary to evaluate its condition. Except as otherwise specifically provided in the Leaseherein, Xxxxxx Tenant agrees to accept possession of the Premises in its then existing condition, “AS- IS”, as-is,” including all patent and latent defects, and Xxxxxxdefects except as expressly provided below in this section. Tenant’s taking possession of any part of the Premises shall be deemed to be an acceptance by Tenant of any work of improvement done by Landlord in such part as completecomplete and in accordance with the terms of this Lease except for defects of which Tenant has given Landlord written notice as hereinafter provided. At the time Landlord delivers possession of the Premises to Tenant, Landlord and Tenant shall together execute an acceptance agreement in the form attached as Exhibit C, appropriately completed. Landlord shall have no obligation to deliver possession, nor shall Tenant be entitled to take occupancy, of the Premises until such acceptance agreement has been executed, and Tenant’s obligation to pay Base Monthly Rent and Additional Rent shall not be excused or delayed because of Tenant’s failure to execute such acceptance agreement. Landlord representsrepresents and warrants to its actual knowledge as of the date hereof, without independent investigation or the imputation of knowledge from any other party, that the plumbing, electrical and HVAC system are or will be in good working condition as of the Commencement Date. Within sixty (60) days after the Commencement Date, Tenant may provide Landlord with a written notice of any electrical, plumbing or building systems for the Premises that were not working as of the Commencement Date, and Landlord agrees to promptly repair such system in a manner reasonably determined by Landlord; provided, however, that Tenant’s obligation to Landlord’s knowledgepay Base Monthly Rent, Building systems serving additional rent and other sums under the Lease shall not be affected thereby. If Tenant fails to submit such a written notice to Landlord within such sixty (60) day period, Tenant agrees that it will conclusively be deemed to have found the Premises are to be in good working order. Tenant shall have access to the Premises. Buildingsatisfactory condition, parking and other Common Areas twenty-four (24) hours a day, seven (7) days a week with utility services being provided at all times, subject to the terms work required of this Lease. Tenant shall have the right to install a security system pertaining to the Premises including, without limitation, a card key access system on the elevators (and subject to compliance with the applicable laws, on the stairwells) enabling Tenant to lock off any full and half floors that it occupies as well as at various access points within the Premises, provided that: (i) any work performed by Tenant in installing such system shall be #201239119v12<ACTIVE> - DW Life Sciences DIVCO IDEAYA Biosciences 000 Xxxxxxxxx Xxxxx...docx ACTIVE\201239119.12 #201239119v12<ACTIVE> - DW Life Sciences DIVCO IDEAYA Biosciences 000 Xxxxxxxxx Xxxxx...docx ACTIVE\201239119.12 performed in accordance with the provisions of this Lease and Tenant shall provide to Landlord card keys to allow Landlord to access the Premises, subject to, and in accordance with, the provisions of this Leasecompleted.

Delivery and Acceptance of Possession. If The Scheduled Commencement Date is the date estimated by the parties that will be thirty (30) days after the date Landlord is unable to deliver obtains possession of the Premises to from the existing tenant. Since the Tenant on or before Improvements may not be Substantially Completed by the Scheduled Commencement Date for any reason whatsoeverDate, then this Lease shall Tenant will not be void or voidable, and Landlord shall not be liable able to Tenant for any loss or damage resulting therefrom. Notwithstanding the foregoing, if delivery of possession use all of the Premises while the Tenant Improvements are being constructed. Subject to Tenant shall occur after the date that is sixty (60) days after the Scheduled Commencement Date (other than by reason of Force Majeure or Tenant Delay) (the “Outside Delivery Date”) and such delay actually delays Tenant’s occupancy scope of the Premises, then Tenant shall receive a day for day credit against Base Monthly Rent for each day of delay Improvements contained in delivery beyond the Outside Delivery Date until the occurrence of the delivery of the Premises to Tenant (or if applicable, the Critical Outside Delivery Date), and if delivery occurs on or after the date that is sixty (60) days following the Outside Delivery Date (other than by reason of Force Majeure or Tenant Delay) (the “Critical Outside Delivery Date”) and such delay actually delays Tenant’s occupancy of the Premises, then Tenant shall receive a two (2)-day credit against Base Monthly Rent for each day of delay in delivery beyond the Critical Outside Delivery Date until the delivery of the Premises to Tenant. If any portion of the delay in delivery is due to any Tenant Delay Construction Plans (as defined in Exhibit BB attached hereto), then the delivery date shall parties contemplate that Tenant will be deemed (for the purposes able to occupy approximately one-half of calculating the Commencement Date) the date the Premises would while Landlord's contractor is constructing the Tenant Improvements in the remainder of the Premises. Tenant agrees to cooperate with Landlord's contractor in connection with the construction of the Tenant Improvements and not to interfere with the work of the contractor, including any work that may have to be done in the area of the Premises being occupied by Tenant. Tenant acknowledges and accepts the various inconveniences that may be associated with the use of any portion of the Premises and Common Areas during the construction of the Tenant Improvements, such as construction obstacles, noise and debris, the passage of work crews, uneven air conditioning service and other typical conditions incident to the construction of improvements. Tenant agrees that such inconveniences and annoyances shall not give Tenant any rights against Landlord. Tenant shall accept possession and enter into good faith occupancy of the entire Premises and commence the operation of its business therein within 30 days after the Tenant Improvements have been delivered but for such delays by TenantSubstantially Completed. Tenant acknowledges that it has had an opportunity to conduct, and has conducted, such inspections of the Premises as it deems necessary to evaluate its condition. Except as otherwise specifically provided in the Leaseherein, Xxxxxx Tenant agrees to accept possession of the Premises in its then existing condition, “AS- IS”"as-is", including all patent and defects, but excluding all latent defects, and Xxxxxx’s which Landlord shall promptly repair after receipt of written notice of such latent defect. Tenant agrees to provide notice to Landlord of any latent defects promptly after Tenant discovers such latent defect. Tenant's taking possession of any part of the Premises shall be deemed to be an acceptance by Tenant of any work of improvement done by Landlord in such part as complete. At complete and in accordance with the terms of this Lease except for defects of which Tenant has given Landlord written notice prior to the time Landlord delivers possession Tenant takes possession. After the Commencement Date and Substantial Completion of the Premises to TenantTenant Improvements, Landlord and Tenant shall together execute an acceptance agreement in the form attached as Exhibit C, appropriately completed. Landlord shall have no obligation to deliver possession, nor shall Tenant be entitled to take occupancy, of the Premises until such acceptance agreement has been executed, and Tenant’s 's obligation to pay Base Monthly Rent and Additional Rent in accordance with this Lease shall not be excused or delayed because of Tenant’s 's failure to execute such acceptance agreement. Landlord represents, as of the Commencement Date, that to Landlord’s knowledge, Building systems serving the Premises are in good working order. Tenant shall have access to the Premises. Building, parking and other Common Areas twenty-four (24) hours a day, seven (7) days a week with utility services being provided at all times, subject to the terms of this Lease. Tenant shall have the right to install a security system pertaining to the Premises including, without limitation, a card key access system on the elevators (and subject to compliance with the applicable laws, on the stairwells) enabling Tenant to lock off any full and half floors that it occupies as well as at various access points within the Premises, provided that: (i) any work performed by Tenant in installing such system shall be #201239119v12<ACTIVE> - DW Life Sciences DIVCO IDEAYA Biosciences 000 Xxxxxxxxx Xxxxx...docx ACTIVE\201239119.12 #201239119v12<ACTIVE> - DW Life Sciences DIVCO IDEAYA Biosciences 000 Xxxxxxxxx Xxxxx...docx ACTIVE\201239119.12 performed in accordance with the provisions of this Lease and Tenant shall provide to Landlord card keys to allow Landlord to access the Premises, subject to, and in accordance with, the provisions of this Lease.

Delivery and Acceptance of Possession. If Landlord is unable to deliver possession of the Premises to Tenant on or before the Scheduled Commencement Date for any reason whatsoever, then this Lease shall not be void or voidablevoidable except as provided in this paragraph, and Landlord shall not be liable to Tenant for any loss or damage resulting therefrom. Notwithstanding the foregoing, if delivery of Landlord does not deliver possession of the Premises to Tenant shall occur after with the date that is sixty (60) Tenant Improvements Substantially Completed within 90 days after the Scheduled Commencement Date (other than by reason of as such 90-day period shall be extended for “Force Majeure or Delays” and “Tenant Delay) (the “Outside Delivery Date”) and Delays” as such delay actually delays Tenant’s occupancy of the Premisesterms are defined in Exhibit B attached hereto), then Tenant (if the delay was not due to a Tenant Delay), Tenant shall receive have the right to terminate this Lease upon written notice to the Landlord within ten (10) days after receipt of written notice from Landlord that there will be a day for day credit against Base Monthly Rent for each day of delay in delivery beyond the Outside Delivery Date until the occurrence of the delivery such time period (provided that Landlord has not delivered possession of the Premises to Tenant (or if applicable, with the Critical Outside Delivery Date), and if delivery occurs on or after the date that is sixty (60) days following the Outside Delivery Date (other than by reason of Force Majeure or Tenant Delay) (the “Critical Outside Delivery Date”) and such delay actually delays Improvements Substantially Complete prior Tenant’s occupancy delivery of the Premises, then its termination notice). Tenant shall receive a two (2)-day credit against Base Monthly Rent for each day of delay in delivery beyond the Critical Outside Delivery Date until the delivery accept possession of the Premises to Tenant. If any portion of the delay in delivery is due to any Tenant Delay (as defined in Exhibit B), then the delivery date shall be deemed (for the purposes of calculating on the Commencement Date) , provided the date the Premises would Tenant Improvements have been delivered but for such delays by Tenant. Tenant acknowledges that it has had an opportunity to conduct, and has conducted, such inspections of the Premises as it deems necessary to evaluate its conditionSubstantially Completed. Except for the Tenant Improvements to be completed by Landlord and as otherwise specifically provided in the Leaseherein and subject to Landlord’s maintenance, Xxxxxx repair and restoration obligations under Articles 6, 11 and 12, Tenant agrees to accept possession of the Premises in its then existing condition, “AS- ISas-is”. Subject to the warranties set forth in the Work Letter with respect to the Tenant Improvements, including all patent and latent defects, and XxxxxxTenant’s taking possession of any part of the Premises shall be deemed to be an acceptance by Tenant of any work the Premises except for defects in the Premises of improvement done which Tenant has given Landlord written notice within 90 days after the Commencement Date (which defects shall be repaired by Landlord in at no additional charge to Tenant as soon as is commercially reasonable), and Landlord’s maintenance, repair and restoration obligations. Landlord’s obligation to repair such part as completedefects shall not include or apply to any damage caused by Tenant or any of Tenant’s Agents. At the time Landlord delivers possession of the Premises to TenantTenant with the Tenant Improvements Substantially Complete, Landlord and Tenant shall together execute an acceptance agreement in the form attached as Exhibit C, appropriately completed. Landlord shall have no obligation to deliver possession, nor shall The failure of Tenant be entitled to take occupancy, of the Premises until such acceptance agreement has been executed, and Tenant’s obligation to pay Base Monthly Rent and Additional Rent shall not be excused or delayed because of Tenant’s failure to execute such acceptance agreement. Landlord represents, as of Acceptance Agreement shall not extend or delay the Commencement Date, that to Landlord’s knowledge, Building systems serving Date and the Premises are in good working order. Tenant shall have access to the Premises. Building, parking and other Common Areas twenty-four (24) hours a day, seven (7) days a week with utility services being provided at all times, subject to the terms of this Lease. Tenant shall have the right to install a security system pertaining to the Premises including, without limitation, a card key access system on the elevators (and subject to compliance with the applicable laws, on the stairwells) enabling Tenant to lock off any full and half floors that it occupies as well as at various access points within the Premises, provided that: (i) any work performed by Tenant in installing such system Commencement Date shall be #201239119v12<ACTIVE> - DW Life Sciences DIVCO IDEAYA Biosciences 000 Xxxxxxxxx Xxxxx...docx ACTIVE\201239119.12 #201239119v12<ACTIVE> - DW Life Sciences DIVCO IDEAYA Biosciences 000 Xxxxxxxxx Xxxxx...docx ACTIVE\201239119.12 performed deemed the date specified in accordance with the provisions of this Lease and Tenant shall provide to Landlord card keys to allow Acceptance Agreement or other notice delivered by Landlord to access the Premises, subject to, and in accordance with, the provisions of this LeaseTenant.

Delivery and Acceptance of Possession. Landlord shall deliver the Premises to Tenant in broom clean, weathertight condition, free of all persons and personal property (other than the Cubicles (hereinafter defined)), in compliance with all applicable Laws (including any work or improvements required for the Tenant Improvements (as provided in Exhibit B), but excluding the installation of any Trade Fixtures by Tenant) and with all building systems (including without limitation all plumbing, HVAC, sewage and electrical systems) and building facilities (including without limitation wiring and conduits, gas lines (if any), water pipes, and plumbing and sewage facilities) in good working order, condition and repair. If Landlord is unable to deliver possession of the Premises to Tenant in such condition with the Tenant Improvements Substantially Completed on or before the Scheduled Commencement Date for any reason whatsoever, then this Lease shall not be void or voidablevoidable except as provided in this Section 2.4, and Landlord shall not be liable to Tenant for any loss or damage resulting therefrom. Notwithstanding To the foregoing, if delivery of extent any delay in Substantially Completing the Tenant Improvements or in delivering possession of the Premises to Tenant shall occur after the date that is sixty (60) days after the Scheduled Commencement Date (other than by reason of Force Majeure or Tenant Delay) (the “Outside Delivery Date”) and such delay actually delays Tenant’s occupancy of the Premises, then Tenant shall receive a day for day credit against Base Monthly Rent for each day of delay in delivery beyond the Outside Delivery Date until the occurrence of the delivery of the Premises to Tenant (or if applicable, the Critical Outside Delivery Date), and if delivery occurs on or after the date that is sixty (60) days following the Outside Delivery Date (other than by reason of Force Majeure or Tenant Delay) (the “Critical Outside Delivery Date”) and such delay actually delays Tenant’s occupancy of the Premises, then Tenant shall receive a two (2)-day credit against Base Monthly Rent for each day of delay in delivery beyond the Critical Outside Delivery Date until the delivery of the Premises to Tenant. If any portion of the delay in delivery is due to any Tenant Delay (as defined in Exhibit B) or otherwise due to the acts or, where there is a duty to act at law or under this Lease, the omissions of Tenant or its employees, agents or contractors (including without limitation the failure to timely deliver plans, insurance certificates or other items as required by this Lease), then the delivery date Commencement Date shall be deemed (for the purposes of calculating the Commencement Date) to be the date the Premises Commencement Date would have been delivered occurred but for any such delays delay by Tenant. Notwithstanding the foregoing, if Landlord does not deliver possession of the Premises to Tenant in the condition required hereunder within 90 days after the Scheduled Commencement Date, then Tenant (if the delay was not due to a Force Majeure Delay, Tenant Delay or otherwise due to the acts or, where there is a duty to act at law or under this Lease, the omissions of Tenant or its employees, agents or contractors as provided above) shall have the right as its sole and exclusive remedy to terminate this Lease upon written notice to Landlord within ten 10 days after the earlier of (i) notice from Landlord that there will be a delay beyond said time period, or (ii) after the end of said time period. Provided the Premises are delivered in the condition required hereunder, Tenant shall accept possession and enter into good faith occupancy of the entire Premises when delivery is offered by Landlord. Tenant acknowledges that it has had an opportunity to conduct, and has conducted, such inspections of the Premises as it deems necessary to evaluate its condition. Except as otherwise specifically provided herein, and provided that Landlord delivers the Premises to Tenant in the Leasecondition required hereunder, Xxxxxx Tenant agrees to accept possession of the Premises in its then existing condition, “AS- AS IS”. Within ten (10) business days after Tenant’s actual knowledge of any latent defect, including all patent and Tenant shall send written to Landlord setting forth in reasonable detail the nature of such latent defectsdefect. Provided such notice is received by Landlord on or before the first (1st) anniversary of the Commencement Date, Landlord shall, without cost to Tenant, within a reasonable period of time after receipt of such notice, commence to correct such latent defect, and Xxxxxxshall diligently pursue the same to completion. Subject to the foregoing, Tenant’s taking possession of any part of the Premises shall be deemed to be an acceptance by Tenant of any work of or improvement done by Landlord in such part as completeSubstantially Complete and in accordance with the terms of this Lease except for (a) defects of which Tenant has given Landlord written notice within thirty (30) days after Tenant takes possession, and (b) punch list items. At the time Within fifteen (15) days after Landlord delivers possession of the Premises to TenantTenant in the condition required hereunder, Landlord shall prepare and Landlord and Tenant shall together execute an acceptance agreement in the form attached as Exhibit C, appropriately completed. The failure of Tenant to execute such agreement or the failure of Landlord to request such agreement within such fifteen (15) day period shall have no obligation to deliver possession, not delay or extend the Commencement Date nor shall Tenant be entitled to take occupancy, of the Premises until such acceptance agreement has been executed, and Tenant’s obligation to pay Base Monthly Rent and Additional Rent shall not be excused or delayed because of Tenant’s failure to execute such acceptance agreement. Landlord represents, as of the Commencement Date, that to Landlord’s knowledge, Building systems serving the Premises are in good working order. Tenant shall have access to the Premises. Building, parking and other Common Areas twenty-four agreement within such fifteen (2415) hours a day, seven (7) days a week with utility services being provided at all times, subject to the terms of this Lease. Tenant shall have the right to install a security system pertaining to the Premises including, without limitation, a card key access system on the elevators (and subject to compliance with the applicable laws, on the stairwells) enabling Tenant to lock off any full and half floors that it occupies as well as at various access points within the Premises, provided that: (i) any work performed by Tenant in installing such system shall be #201239119v12<ACTIVE> - DW Life Sciences DIVCO IDEAYA Biosciences 000 Xxxxxxxxx Xxxxx...docx ACTIVE\201239119.12 #201239119v12<ACTIVE> - DW Life Sciences DIVCO IDEAYA Biosciences 000 Xxxxxxxxx Xxxxx...docx ACTIVE\201239119.12 performed in accordance with the provisions of this Lease and Tenant shall provide to Landlord card keys to allow Landlord to access the Premises, subject to, and in accordance with, the provisions of this Leaseday period.