Common use of Fair Market Rent Clause in Contracts

Fair Market Rent. Approximately thirty (30) days after receipt of Tenant’s Extension Exercise Notice, Landlord shall notify Tenant in writing of Landlord’s estimate of the Base Monthly Rent for the first year of the applicable extension period, and the estimate of annual increases based upon the Landlord’s determination of the same. For purposes hereof, “Fair Market Rent” shall mean collectively, (1) Base Monthly Rent for the first year of the applicable extension period, which shall reflect the then-current rate for renewals of space in comparable Class A buildings (including the Building) in the Sunnyvale, Santa Xxxxx and Mountain View, California submarket (“Comparable Buildings”) in direct transactions with owners of Comparable Buildings (thus excluding any subleases or other indirect transactions), and (2) the annual increases determined at the time Base Monthly Rent for the first year is determined. Within thirty (30) days after receipt of such notice from Landlord, Tenant shall have the right either to (i) accept Landlord’s estimate of Fair Market Rent or (ii) elect to arbitrate the Fair Market Rent against Landlord, such arbitration to be conducted pursuant to the provisions hereof. Failure on the part of Tenant to require arbitration of Fair Market Rent within such thirty (30) day period shall constitute acceptance of the Fair Market Rent for the applicable extension period. If Tenant elects to compel arbitration, the parties agree to use good faith efforts to have the arbitration concluded within ninety (90) days after the date of Tenant’s election, subject to extension for an additional period if a third arbitrator is required and does not act in a timely manner. To the extent that arbitration has not been completed prior to the expiration of any preceding period for which Base Monthly Rent has been determined, Tenant shall pay Base Monthly Rent at the rate calculated by Landlord, with the potential for an adjustment to be made once Fair Market Rent is ultimately determined by arbitration.

Fair Market Rent. Approximately thirty In the event that it becomes necessary to determine the Fair Market Rent of any Facility for any purpose of this Master Lease, and the parties cannot agree among themselves on such Fair Market Rent within twenty (3020) days after the first request made by one of the parties to do so, then either party may notify the other of a person selected to act as appraiser (such person, and each other person selected as provided herein, an “Appraiser”) on its behalf. Within fifteen (15) days after receipt of Tenant’s Extension Exercise any such Notice, Landlord the other party shall notify Tenant in writing of Landlord’s estimate of the Base Monthly Rent for by notice to the first year party appoint a second person as Appraiser on its behalf. The Appraisers thus appointed, each of the applicable extension periodwhom must be a member of The Appraisal Institute/American Institute of Real Estate Appraisers (or any successor organization thereto, and the estimate or, if no such organization exists, a similarly nationally recognized real estate appraisal organization) with at least ten (10) years of annual increases based upon the Landlord’s determination of the same. For purposes hereof, “Fair Market Rent” shall mean collectively, (1) Base Monthly Rent for the first year of the applicable extension period, which shall reflect the then-current rate for renewals of space in comparable Class A buildings (including the Building) in the Sunnyvale, Santa Xxxxx and Mountain View, California submarket (“Comparable Buildings”) in direct transactions with owners of Comparable Buildings (thus excluding any subleases or other indirect transactions), and (2) the annual increases determined at the time Base Monthly Rent for the first year is determined. Within thirty (30) days after receipt of such notice from Landlord, Tenant shall have the right either to (i) accept Landlord’s estimate of Fair Market Rent or (ii) elect to arbitrate the Fair Market Rent against Landlord, such arbitration to be conducted pursuant experience appraising properties similar to the provisions hereof. Failure on the part of Tenant to require arbitration of Fair Market Rent Facilities, shall, within such thirty forty-five (30) day period shall constitute acceptance of the Fair Market Rent for the applicable extension period. If Tenant elects to compel arbitration, the parties agree to use good faith efforts to have the arbitration concluded within ninety (9045) days after the date of Tenant’s electionthe notice appointing the first appraiser, subject proceed to extension for an additional period if a third arbitrator is required and does not act in a timely manner. To appraise the extent that arbitration has not been completed prior applicable Facility to determine the expiration of any preceding period for which Base Monthly Rent has been determined, Tenant shall pay Base Monthly Rent at the rate calculated by Landlord, with the potential for an adjustment to be made once Fair Market Rent is ultimately thereof as of the relevant date; provided, that if one Appraiser shall have been so appointed, or if two Appraisers shall have been so appointed but only one such Appraiser shall have made such determination within fifty (50) days after the making of the initial appointment, then the determination of such Appraiser shall be final and binding upon the parties. If two (2) Appraisers shall have been appointed and shall have made their determinations within the respective requisite periods set forth above and if the difference between the amounts so determined by arbitrationshall not exceed ten percent (10%) of the lesser of such amounts, then the Fair Market Rent shall be an amount equal to fifty percent (50%) of the sum of the amounts so determined. If the difference between the amounts so determined shall exceed ten percent (10%) of the lesser of such amounts, either party may request the appointment of Experts pursuant to Article XXXIV.

Fair Market Rent. Approximately thirty (30) days after receipt of Tenant’s If Tenant properly and timely exercises the Extension Exercise NoticeOption pursuant to Section 3.2.1 above, Landlord such Extended Term shall notify Tenant in writing of Landlord’s estimate be upon all of the same terms, covenants and conditions of this Lease; provided, however, that the Base Monthly Rent applicable to the Premises for the first year Extended Terms shall be the greater of: (1) the Base Rent and Escalation Rent as of the applicable extension period, and the estimate of annual increases based upon the Landlord’s determination last month of the sameInitial Term, or (ii) one hundred percent (100%) of the “Fair Market Rent” for space comparable to the Premises as of the commencement of the Extended Term; provided further, however, that the Base Year during the Extended Term shall be the first full calendar year following the first day of the Extended Term. For purposes hereof, “Fair Market Rent” shall mean collectivelythe annual rental being charged for first class space comparable to the Premises in buildings comparable to the Building in the financial district of San Francisco, taking into account location, condition and improvements to the space; provided, however, that Fair Market Rent shall not be discounted to reflect tenant improvement allowances granted to other tenants, but Landlord shall be obligated to contribute to Tenant upon commencement of the applicable Extended Term a refurbishment allowance equivalent to the refurbishment allowances granted to renewal tenants in buildings comparable to the Building in the financial district of San Francisco, which refurbishment allowance shall be used by Tenant, within one (1) Base Monthly Rent year after receipt, for the first year improvement of the applicable extension periodPremises. Tenant shall pay all leasing commissions and consulting fees payable in connection with such extensions, unless such leasing commissions or consulting fees arise solely out of a contractual relationship between Landlord and a broker or consultant. All other terms and conditions of the Lease, which shall reflect may be amended from time to time by the then-current rate for renewals of space parties in comparable Class A buildings (including the Building) in the Sunnyvale, Santa Xxxxx and Mountain View, California submarket (“Comparable Buildings”) in direct transactions accordance with owners of Comparable Buildings (thus excluding any subleases or other indirect transactions), and (2) the annual increases determined at the time Base Monthly Rent for the first year is determined. Within thirty (30) days after receipt of such notice from Landlord, Tenant shall have the right either to (i) accept Landlord’s estimate of Fair Market Rent or (ii) elect to arbitrate the Fair Market Rent against Landlord, such arbitration to be conducted pursuant to the provisions hereof. Failure on the part of Tenant to require arbitration of Fair Market Rent within such thirty (30) day period shall constitute acceptance of the Fair Market Rent for Lease, shall remain in full force and effect and shall apply during the applicable extension period. If Tenant elects Extended Term, except that there shall be no further option to compel arbitration, extend the parties agree to use good faith efforts to have the arbitration concluded within ninety Term beyond a date five (905) days years after the date of Tenant’s election, subject to extension for an additional period if a third arbitrator is required and does not act in a timely manner. To the extent that arbitration has not been completed prior to the expiration of any preceding period for which Base Monthly Rent has been determined, Tenant shall pay Base Monthly Rent at the rate calculated by Landlord, with the potential for an adjustment to be made once Fair Market Rent is ultimately determined by arbitrationInitial Term.

Fair Market Rent. Approximately In the event that it becomes necessary to determine the Fair Market Rent of any Demised Premises for any purpose of this Master Lease, and the parties cannot agree amongst themselves on such value within twenty (20) days after the first request made by one of the parties to do so, then either party may notify the other of a person selected to act as appraiser (such person, and each other person selected as provided herein, an “Appraiser”) on its behalf. Within fifteen (15) days after receipt of any such Notice, the other party shall by notice to the first party appoint a second person as Appraiser on its behalf. The Appraisers thus appointed, each of whom must be a member of The Appraisal Institute/American Institute of Real Estate Appraisers (or any successor organization thereto) with at least ten (10) years of experience appraising properties similar to the Demised Premises, shall, within forty-five (45) days after the date of the notice appointing the first appraiser, proceed to appraise the applicable Demised Premises to determine the Fair Market Rent thereof as of the relevant date; provided, that if one Appraiser shall have been so appointed, or if two Appraisers shall have been so appointed but only one such Appraiser shall have made such determination within fifty (50) days after the making of the initial appointment, then the determination of such Appraiser shall be final and binding upon the parties. If two (2) Appraisers shall have been appointed and shall have made their determinations within the respective requisite periods set forth above and if the difference between the amounts so determined shall not exceed ten percent (10%) of the lesser of such amounts, then the Fair Market Rent shall be an amount equal to fifty percent (50%) of the sum of the amounts so determined. If the difference between the amounts so determined shall exceed ten percent (10%) of the lesser of such amounts, then such two (2) Appraisers shall have twenty (20) days to appoint a third (3rd) Appraiser, but if such Appraisers fail to do so, then either party may request the American Arbitration Association or any successor organization thereto to appoint an Appraiser within twenty (20) days of such request, and both parties shall be bound by any appointment so made within such twenty (20)-day period. If no such Appraiser shall have been appointed within such twenty (20) days or within ninety (90) days of the original request for a determination of Fair Market Rent, whichever is earlier, either Landlord or Tenant may apply to any court having jurisdiction to have such appointment made by such court. Any Appraiser appointed by the original Appraisers, by the American Arbitration Association or by such court shall be instructed to determine the Fair Market Rent within thirty (30) days after receipt appointment of Tenant’s Extension Exercise Notice, Landlord shall notify Tenant in writing of Landlord’s estimate of the Base Monthly Rent for the first year of the applicable extension period, and the estimate of annual increases based upon the Landlord’s such Appraiser. The determination of the same. For purposes hereof, “Fair Market Rent” shall mean collectively, (1) Base Monthly Rent for appraiser which differs most in terms of dollar amount from the first year determination of the applicable extension period, which other two Appraisers shall reflect the then-current rate for renewals of space in comparable Class A buildings (including the Building) in the Sunnyvale, Santa Xxxxx and Mountain View, California submarket (“Comparable Buildings”) in direct transactions with owners of Comparable Buildings (thus excluding any subleases or other indirect transactions)be excluded, and fifty percent (250%) of the annual increases determined at sum of the time Base Monthly Rent for the first year is determined. Within thirty (30) days after receipt of such notice from Landlord, remaining two determinations shall be final and binding upon Landlord and Tenant shall have the right either to (i) accept Landlord’s estimate of Fair Market Rent or (ii) elect to arbitrate the Fair Market Rent against Landlord, such arbitration to be conducted pursuant to the provisions hereof. Failure on the part of Tenant to require arbitration of Fair Market Rent within such thirty (30) day period shall constitute acceptance of as the Fair Market Rent for such interest. This provision for determination by appraisal shall be specifically enforceable to the extent such remedy is available under applicable extension period. If Tenant elects to compel arbitrationlaw, and any determination hereunder shall be final and binding upon the parties agree to use good faith efforts to have the arbitration concluded within ninety (90) days after the date of Tenant’s election, subject to extension for an additional period if a third arbitrator is required except as otherwise provided by applicable law. Landlord and does not act in a timely manner. To the extent that arbitration has not been completed prior to the expiration of any preceding period for which Base Monthly Rent has been determined, Tenant shall each pay Base Monthly Rent at the rate calculated fees and expenses of the Appraiser appointed by Landlordit and their own legal fees, and each shall pay one-half of the fees and expenses of the third Appraiser and one-half (1/2) of all other cost and expenses incurred in connection with the potential for an adjustment to be made once Fair Market Rent is ultimately determined by arbitrationeach appraisal.

Fair Market Rent. Approximately thirty With respect to the determination of the initial Base Rent for an Extension Period, if the parties are unable to agree upon an initial Base Rent that, taking into account the length of the Extension Period and the adjustments to the Base Rent during the Extension Period anticipated under Section 2.01, results in fair market rent for the Extension Period (30such initial Base Rent, the “FMV Base Rent”), then an independent MAI Appraiser (defined below) selected by agreement of the parties within ten (10) days of said request shall prepare a determination of the FMV Base Rent. In making such determination, the appraiser shall consider rentals received in the general market area in which the Property Location is located for similar buildings of comparable characteristics, including, but not limited to, comparable lease terms, age, condition and classification. If within ten (10) business days after being notified of the results of such appraisal, Landlord and/or Tenant elects to reject that determination, then each of the parties shall name an additional independent MAI Appraiser within ten (10) days after receipt such rejection. In the event the appraisers so named together with the originally named appraiser are unable to agree on an FMV Base Rent then the determination shall be the amount agreed upon by the majority of Tenant’s Extension Exercise Noticesaid appraisers and reported to the parties within ten (10) days thereafter. In the event the parties are unable to select the appraiser in the first instance, Landlord each shall notify Tenant select one appraiser within ten (10) days after the period for having agreed, and those two appraisers shall select a third appraiser (in writing absence of Landlord’s estimate agreement as to the selection of said third independent appraiser, such selection shall be made by a mediation process reasonably agreed upon by the parties or in absence of the Base Monthly Rent for same, by a court of competent jurisdiction). The costs and expenses of such appraisal, including the first year fees of the applicable extension periodappraiser or appraisers, shall be divided equally between Tenant and Landlord. The determination of the majority of the appraisers as to the FMV Base Rent shall be conclusive upon the parties and judgment upon the same may be entered in any court having jurisdiction thereof. For purposes of this Section 31.24, “MAI Appraisers” shall mean firms or individuals, each of whom shall have not less than ten (10) years experience in appraising retail commercial real estate, preferably in areas where a majority of the Property Locations are situated. The determination of the FMV Base Rent hereunder shall be made on a Property Location-by-Property Location basis, and the estimate of annual increases based upon initial Base Rent for such Extension Period shall reflect the Landlord’s determination of FMV Base Rents as determined hereunder for the sameProperty Locations with respect to which the related Extension Option was exercised. For purposes hereofof this Section 31.24, “Fair Market initial Base Rent” shall mean collectively, (1) the annual Base Monthly Rent for in effect during the Extension Period until the first year of the applicable extension period, which shall reflect the then-current rate for renewals of space in comparable Class A buildings (including the Building) in the Sunnyvale, Santa Xxxxx and Mountain View, California submarket (“Comparable Buildings”) in direct transactions with owners of Comparable Buildings (thus excluding any subleases or other indirect transactions), and (2) the annual increases determined at the time Base Monthly Rent for the first year is determined. Within thirty (30) days after receipt of Adjustment Date during such notice from Landlord, Tenant shall have the right either to (i) accept Landlord’s estimate of Fair Market Rent or (ii) elect to arbitrate the Fair Market Rent against Landlord, such arbitration to be conducted pursuant to the provisions hereof. Failure on the part of Tenant to require arbitration of Fair Market Rent within such thirty (30) day period shall constitute acceptance of the Fair Market Rent for the applicable extension period. If Tenant elects to compel arbitration, the parties agree to use good faith efforts to have the arbitration concluded within ninety (90) days after the date of Tenant’s election, subject to extension for an additional period if a third arbitrator is required and does not act in a timely manner. To the extent that arbitration has not been completed prior to the expiration of any preceding period for which Base Monthly Rent has been determined, Tenant shall pay Base Monthly Rent at the rate calculated by Landlord, with the potential for an adjustment to be made once Fair Market Rent is ultimately determined by arbitrationExtension Period.

Fair Market Rent. Approximately thirty With respect to the determination of the initial Base Annual Rental for an Extension Term, if the parties are unable to agree upon an initial Base Annual Rental that, taking into account the length of the Extension Term and the adjustments to the Base Annual Rental during the Extension Term anticipated under Section 4.02, results in fair market rent for the Extension Term (30such initial Base Annual Rental, the “FMV Base Annual Rental”), then an independent MAI Appraiser (defined below) selected by agreement of the parties within ten (10) days of said request shall prepare a determination of the FMV Base Annual Rental. In making such determination, the appraiser shall consider rentals received in the general market areas in which the Properties are located for similar buildings of comparable characteristics, including, but not limited to, comparable lease terms, age, condition and classification. If within ten (10) business days after being notified of the results of such appraisal, Lessor and/or Lessee elects to reject that determination, then each of the parties shall name an additional independent MAI Appraiser within ten (10) days after receipt such rejection. In the event the appraisers so named together with the originally named appraiser are unable to agree on an FMV Base Annual Rental then the determination shall be the amount agreed upon by the majority of Tenant’s Extension Exercise Notice, Landlord shall notify Tenant said appraisers and reported to the parties within ten (10) days thereafter. In the event the parties are unable to select the appraiser in writing of Landlord’s estimate of the Base Monthly Rent for the first year of the applicable extension periodinstance, and the estimate of annual increases based upon the Landlord’s determination of the same. For purposes hereof, “Fair Market Rent” each shall mean collectively, select one appraiser within ten (1) Base Monthly Rent for the first year of the applicable extension period, which shall reflect the then-current rate for renewals of space in comparable Class A buildings (including the Building) in the Sunnyvale, Santa Xxxxx and Mountain View, California submarket (“Comparable Buildings”) in direct transactions with owners of Comparable Buildings (thus excluding any subleases or other indirect transactions), and (2) the annual increases determined at the time Base Monthly Rent for the first year is determined. Within thirty (30) days after receipt of such notice from Landlord, Tenant shall have the right either to (i) accept Landlord’s estimate of Fair Market Rent or (ii) elect to arbitrate the Fair Market Rent against Landlord, such arbitration to be conducted pursuant to the provisions hereof. Failure on the part of Tenant to require arbitration of Fair Market Rent within such thirty (30) day period shall constitute acceptance of the Fair Market Rent for the applicable extension period. If Tenant elects to compel arbitration, the parties agree to use good faith efforts to have the arbitration concluded within ninety (9010) days after the date of Tenant’s electionperiod for having agreed, subject to extension for an additional period if and those two appraisers shall select a third arbitrator is required and does not act appraiser (in a timely manner. To the extent that arbitration has not been completed prior absence of agreement as to the expiration selection of any preceding period for which Base Monthly Rent has been determinedsaid third independent appraiser, Tenant such selection shall pay Base Monthly Rent at the rate calculated by Landlord, with the potential for an adjustment to be made once Fair Market Rent is ultimately determined by arbitrationa mediation process reasonably agreed upon by the parties or in absence of the same, by a court of competent jurisdiction). The costs and expenses of such appraisal, including the fees of the appraiser or appraisers, shall be divided equally between Lessee and Lessor. The determination of the majority of the appraisers as to the FMV Base Annual Rental shall be conclusive upon the parties and judgment upon the same may be entered in any court having jurisdiction thereof. For purposes of this Section 4.03(b), “MAI Appraisers” shall mean firms or individuals, each of whom shall have not less than ten (10) years experience in appraising retail commercial real estate, preferably in areas where a majority of the Properties are situated.

Fair Market Rent. Approximately thirty (30) days after receipt of Tenant’s Extension Exercise Notice, Landlord shall notify Tenant in writing of Landlord’s estimate With respect to the determination of the initial Base Monthly Annual Rental for an Extension Term, if the parties are unable to agree upon the Fair Market Rent of the Properties for the first year of the applicable extension periodExtension Term, and then an independent MAI appraiser selected by agreement of the estimate parties within ten (10) days of annual increases based upon the Landlord’s said request shall prepare a determination of the same. For purposes hereof, “Fair Market Rent” . In making such determination, the appraiser shall mean collectivelyconsider rentals received in the general market areas in which the Properties are located for similar buildings of comparable characteristics, including, but not limited to, comparable lease terms, age, condition and classification. If within ten (110) Base Monthly Rent for the first year business days after being notified of the applicable extension periodresults of such appraisal, which either party elects to reject that determination, then each of the parties shall reflect the then-current rate for renewals of space in comparable Class A buildings name an additional independent MAI appraiser within ten (including the Building) in the Sunnyvale, Santa Xxxxx and Mountain View, California submarket (“Comparable Buildings”) in direct transactions with owners of Comparable Buildings (thus excluding any subleases or other indirect transactions), and (2) the annual increases determined at the time Base Monthly Rent for the first year is determined. Within thirty (3010) days after receipt of such notice from Landlordrejection. In the event the appraisers so named together with the originally named appraiser are unable to agree on Fair Market Rent, Tenant shall have the right either to (i) accept Landlord’s estimate of then Fair Market Rent shall be determined by the majority of said appraisers and reported to the parties within ten (10) days thereafter and such determination shall be conclusive and binding upon the parties and judgment upon the same may be entered in any court having jurisdiction thereof. In the event the parties are unable to select the appraiser referred to in the first sentence of this subsection (b), each party shall select one appraiser within ten (10) days after the ten (10) day period referred to in such first sentence, and those two appraisers shall select a third appraiser. In the absence of an agreement as to the selection of said third appraiser, either party may apply to the American Arbitration Association (the “AAA”) for appointment of the independent appraiser pursuant to the AAA Arbitrator Select List and Appointment Process (or (ii) elect any replacement process adopted by the AAA). The determination of the majority of the appraisers as to arbitrate the Fair Market Rent against Landlord, such arbitration to shall be conducted conclusive and binding upon the parties and judgment upon the same may be entered in any court having jurisdiction thereof. The costs and expenses of the appraisers selected pursuant to the provisions hereof. Failure on the part of Tenant to require arbitration of Fair Market Rent within such thirty (30) day period shall constitute acceptance this Section 4.03, and any fees of the Fair Market Rent for the applicable extension period. If AAA, shall be divided equally between Tenant elects to compel arbitration, the parties agree to use good faith efforts to have the arbitration concluded within ninety (90) days after the date of Tenant’s election, subject to extension for an additional period if a third arbitrator is required and does not act in a timely manner. To the extent that arbitration has not been completed prior to the expiration of any preceding period for which Base Monthly Rent has been determined, Tenant shall pay Base Monthly Rent at the rate calculated by Landlord, with the potential for an adjustment to be made once Fair Market Rent is ultimately determined by arbitration.

Fair Market Rent. Approximately thirty (30) days after receipt of Tenant’s Extension Exercise Notice, Landlord If Tenant shall notify Tenant in writing of Landlord’s estimate of the Base Monthly Rent for the first year of the applicable extension period, and the estimate of annual increases based upon the dispute Landlord’s determination of the same. For purposes hereof, “Fair Market Rent” shall mean collectively, (1) Base Monthly Rent for the first year of the applicable extension period, which shall reflect the then-current rate for renewals of space in comparable Class A buildings (including the Building) in the Sunnyvale, Santa Xxxxx and Mountain View, California submarket (“Comparable Buildings”) in direct transactions with owners of Comparable Buildings (thus excluding any subleases or other indirect transactions), and (2) the annual increases determined at the time Base Monthly Rent for the first year is determined. Within thirty (30) days after receipt of such notice from Landlord, Tenant shall have the right either give notice to (i) accept Landlord of such dispute within 10 days of Tenant’s receipt of Landlord’s estimate notice of Fair Market Rent or (ii) elect to arbitrate Landlord’s calculation of the Fair Market Rent against LandlordRent, and, if the parties are unable to resolve such dispute within a further period of 20 days, such arbitration to dispute shall be conducted pursuant determined by a single arbitrator appointed in accordance with the American Arbitration Association Real Estate Valuation Arbitration Proceeding Rules. The arbitrator shall be impartial and shall have not less than then 10 years’ experience in the City of New York in a calling related to the provisions hereofleasing of commercial office space in office buildings comparable to the Building, and the fees of the arbitrator shall be shared equally by Landlord and Tenant. Failure on Within 15 days following the part appointment of the arbitrator, Landlord and Tenant to require arbitration of Fair Market Rent within such thirty (30) day period shall constitute acceptance attend a hearing before the arbitrator at which each party shall submit a report setting forth its determination of the Fair Market Rent of the Premises as of the commencement of the Renewal Term, together with such evidence as each such party shall deem relevant. If either party fails to submit its determination, then the arbitrator shall select the determination that was submitted. The arbitrator shall, within 30 days following such hearing and submission of evidence, render his or her decision by selecting the determination of Fair Market Rent submitted by either Landlord or Tenant which, in the judgment of the arbitrator, most nearly reflects the Fair Market Rent of the Premises for the applicable extension periodRenewal Term. The arbitrator shall have no power or authority to select any Fair Market Rent other than a Fair Market Rent submitted by Landlord or Tenant, and the decision of the arbitrator shall be final and binding upon Landlord and Tenant. If Tenant elects to compel arbitration, the parties agree to use good faith efforts to Fair Market Rent shall not have been determined by the arbitration concluded within ninety (90) days after the date of Tenant’s election, subject to extension for an additional period if a third arbitrator is required and does not act in a timely manner. To the extent that arbitration has not been completed prior to the expiration of any preceding period for which Base Monthly Rent has been determinedRenewal Term Commencement Date, Tenant shall pay Base Monthly Rent at in the rate calculated by amount equal to Landlord, with the potential for an adjustment to be made once ’s determination of Fair Market Rent is ultimately submitted to Tenant pursuant to Section 28.02 until the Fair Market Rent shall have been determined by arbitrationthe arbitrator. Upon any such determination, the Base Rent for the Premises shall be retroactively adjusted (without interest) to the Renewal Term Commencement Date between the parties.

Fair Market Rent. Approximately thirty If it becomes necessary to determine Fair Market Rent for any purpose under this Lease, the party required or permitted to give Notice of such required determination shall include in the Notice the name of a person selected to act as appraiser on its behalf. Within ten (3010) days after receipt of Tenant’s Extension Exercise such Notice, Landlord the party receiving such Notice shall notify Tenant in writing give Notice to the other party of Landlord’s estimate its selection of a person to act as appraiser on its behalf. The appraisers thus appointed, each of whom must be a member of the Base Monthly Rent Appraisal Institute (or any successor organization thereto) and experienced in appraising facilities used for purposes similar to the first year Primary Intended Use of the applicable extension periodFacilities, and the estimate of annual increases based upon the Landlord’s determination of the same. For purposes hereofshall, “Fair Market Rent” shall mean collectively, within forty-five (1) Base Monthly Rent for the first year of the applicable extension period, which shall reflect the then-current rate for renewals of space in comparable Class A buildings (including the Building) in the Sunnyvale, Santa Xxxxx and Mountain View, California submarket (“Comparable Buildings”) in direct transactions with owners of Comparable Buildings (thus excluding any subleases or other indirect transactions), and (2) the annual increases determined at the time Base Monthly Rent for the first year is determined. Within thirty (3045) days after receipt the date of such notice from Landlordthe Notice appointing the first appraiser, Tenant shall have proceed to appraise the right either Leased Property or Leased Properties, as the case may be, to (i) accept Landlord’s estimate of Fair Market Rent or (ii) elect to arbitrate determine the Fair Market Rent against Landlordthereof as of the relevant date (giving effect to the impact, if any, of inflation between the date of their decision and the relevant date); provided, however, that if only one appraiser has been so appointed, or if two appraisers have been so appointed but only one such appraiser has made such determination within fifty (50) days after the date of the Notice appointing the first appraiser, then the determination of such appraiser shall be final and binding upon the parties. To the extent consistent with sound appraisal practice at the time of any such appraisal, such arbitration to appraisal shall be conducted pursuant to made on a basis consistent with the provisions hereofbasis on which the Leased Property or Leased Properties were appraised for purposes of determining its fair market value at the time of Lessor’s acquisition thereof. Failure on If two appraisers have been appointed and have made their determinations within the part respective requisite periods set forth above, and if the difference between the amounts so determined does not exceed ten percent (10%) of Tenant to require arbitration the lesser of Fair Market Rent within such thirty (30) day period shall constitute acceptance of amounts, then the Fair Market Rent for shall be an amount equal to fifty percent (50%) of the applicable extension periodsum of the amounts so determined. If Tenant elects to compel arbitrationthe difference between the amounts so determined exceeds ten percent (10%) of the lesser of such amounts, the parties agree to use good faith efforts to have the arbitration concluded then such two appraisers shall within twenty (20) days appoint a third appraiser. If no such appraiser is appointed within such twenty (20) days or within ninety (90) days after of the date of Tenant’s electionthe Notice appointing the first appraiser, subject whichever is earlier, either Lessor or Lessee may apply to extension for an additional period if a third arbitrator is required any court having jurisdiction to have such appointment made by such court. Any appraiser appointed by the original appraisers or by such court shall be instructed to determine the Fair Market Rent within forty-five (45) days after appointment of such appraiser. The determination of the appraiser which differs most in terms of dollar amount from the determinations of the other two appraisers shall be excluded, and does not act in a timely mannerthe average of the remaining two determinations shall be final and binding upon Lessor and Lessee as the Fair Market Rent of the Leased Property or Leased Properties, as the case may be. To If the extent that arbitration has not been completed prior to the expiration of any preceding period for which Base Monthly Rent has been determined, Tenant shall pay Base Monthly Rent at the rate calculated by Landlord, with the potential for an adjustment to be made once Fair Market Rent is ultimately being determined by arbitrationfor more than one year, the Fair Market Rent may include such annual increases, if any, as the appraisers determine to be in accordance with the terms of this Lease.

Fair Market Rent. Approximately Tenant and Landlord agree to negotiate for thirty (30) days after receipt by Landlord of the Renewal Notice for the applicable Renewal Term (the “Negotiating Period”) to determine Fair Market Rent for purposes of this Section 26.2 based on the following factors: the stated or quoted Per RSF Base Rent (base rent, including renewal free rent/abatement) that would be received by landlords renting space of quality, size and location comparable to the Premises in comparable buildings in the Landover/Lanham submarket for a five (5) year renewal term, adjusted to reflect the additional rent provided herein, and taking into account all other relevant factors (the “Factors”). If the parties are unable to agree on Fair Market Rent for purposes of this Section 26.2 during the Negotiating Period, then the Fair Market Rent shall be determined as follows: (a) Within ten (10) days of the Negotiating Period, Landlord and Tenant shall each appoint an appraiser (as defined below) to determine the fair market rent. Each appraiser shall deliver to Landlord and Tenant its written report conforming to USPAP (Uniform Standards of Professional Appraisal Practice) setting forth its determination of fair market rent based on the Factors (respectively, “Landlord’s FMV” and “Tenant’s Extension Exercise Notice, Landlord shall notify Tenant in writing of Landlord’s estimate FMV”). If the fair market rent of the Base Monthly Rent for two (2) appraisers are within five percent (5%) of one another, the first year of the applicable extension period, and the estimate of annual increases based upon the Landlord’s determination of the same. For purposes hereof, “Fair Market Rent” under this Section 26.2 shall mean collectively, (1) Base Monthly Rent for be the first year average of the applicable extension period, which shall reflect the then-current rate for renewals of space in comparable Class A buildings (including the Building) in the Sunnyvale, Santa Xxxxx and Mountain View, California submarket (“Comparable Buildings”) in direct transactions with owners of Comparable Buildings (thus excluding any subleases or other indirect transactions), and two (2) appraised values. If the annual increases determined at fair market rents are not within five percent (5%) of one another, then the time Base Monthly Rent for two (2) appraisers shall choose an independent third appraiser within ten (10) days after delivery of their respective reports. If the first year is determinedtwo (2) appraisers cannot agree on the appointment of the third appraiser within such time, the parties shall thereupon make application to the American Institute of Real Estate Appraisers to appoint a third appraiser. Within If the American Institute of Real Estate Appraisers does not act within thirty (30) days after receipt days, the parties shall make application to the Circuit Court for Prince George’s County, Maryland to appoint such third appraiser. The third appraiser (“Third Appraiser”) shall be directed to issue a written appraisal conforming to USPAP the fair market rent of such notice from the Premises based on the Factors. The final “Fair Market Rent” under this Section 26.2 shall be the either Landlord’s FMV or Tenant’s FMV, as selected by the Third Appraiser. (b) All appraisers shall be members of the American Institute of Real Estate Appraisers (MAI) who are familiar with appraisal procedures and have at least ten (10) years’ experience in the Prince George’s County Maryland commercial real estate rental market. (c) Each party shall bear the costs of its own appraiser. The cost of the Third Appraiser, if incurred, shall be borne equally by the parties. (d) Landlord and Tenant shall have each act in a commercially reasonable fashion throughout the right either to (i) accept Landlord’s estimate process of determining the Fair Market Rent or Rent. (iie) elect to arbitrate Upon the determination of the Fair Market Rent against Landlordas provided above, such arbitration to be conducted pursuant to the provisions hereof. Failure on the part of Tenant to require arbitration of Fair Market Rent within such thirty (30) day period shall constitute acceptance of the Fair Market Rent for the applicable extension period. If Tenant elects to compel arbitration, Renewal Term shall be adjusted as provided in Section 26.1(a). (f) Upon the parties agree to use good faith efforts to have determination of the arbitration concluded within ninety (90) days after the date of Tenant’s election, subject to extension Renewal Term Base Rent for an additional period if applicable Renewal Term, Landlord and Tenant will enter into a third arbitrator is required and does not act in a timely mannerconfirmation certificate setting for the Renewal Term Base Rent for the applicable Renewal Term. To the extent that arbitration has not been completed prior to the expiration of any preceding period for which Base Monthly Rent has been determined, Tenant shall pay Base Monthly Rent at the rate calculated by Landlord, with the potential for an adjustment to be made once Fair Market Rent is ultimately determined by arbitration.ARTICLE XXVII

Fair Market Rent. Approximately In the event that it becomes necessary to determine the Fair Market Rent of any Property for any purpose of this Master Lease, and the parties cannot agree amongst themselves on such value within twenty (20) days after the first request made by one of the parties to do so, then either party may notify the other of a person selected to act as appraiser (such person, and each other person selected as provided herein, an “Appraiser”) on its behalf. Within 15 days after receipt of any such Notice, the other party shall by notice to the first party appoint a second person as Appraiser on its behalf. The Appraisers thus appointed, each of whom must be a member of The Appraisal Institute/American Institute of Real Estate Appraisers (or any successor organization thereto) with at least 10 years of experience appraising properties similar to the Property, shall, within thirty (30) days after receipt of Tenant’s Extension Exercise Notice, Landlord shall notify Tenant in writing of Landlord’s estimate the date of the Base Monthly Rent for notice appointing the first year Appraiser, proceed to appraise the applicable Property to determine the Fair Market Rent thereof as of the applicable extension periodrelevant date; provided, that if one Appraiser shall have been so appointed, or if two Appraisers shall have been so appointed but only one such Appraiser shall have made such determination within forty (40) days after the making of the initial appointment, then the determination of such Appraiser shall be final and binding upon the parties. If two (2) Appraisers shall have been appointed and shall have made their determinations within the respective requisite periods set forth above and if the difference between the amounts so determined shall not exceed 3% of the lesser of such amounts, then the Fair Market Rent shall be an amount equal to 50% of the sum of the amounts so determined. If the difference between the amounts so determined shall exceed 3% of the lesser of such amounts, then such two (2) Appraisers shall have twenty (20) days to appoint a third (3rd) Appraiser, but if such Appraisers fail to do so, then either party may request the American Arbitration Association or any successor organization thereto to appoint an Appraiser within twenty (20) days of such request, and both parties shall be bound by any appointment so made within such twenty (20)‑day period. If no such Appraiser shall have been appointed within such twenty (20) days or within 90 days of the estimate of annual increases based upon the Landlord’s original request for a determination of the same. For purposes hereof, “Fair Market Rent” , whichever is earlier, either Landlord or Tenant may apply to any court having jurisdiction to have such appointment made by such court. Any Appraiser appointed by the original Appraisers, by the American Arbitration Association or by such court shall mean collectively, (1) Base Monthly Rent for be instructed to select the first year of the applicable extension period, which shall reflect the then-current rate for renewals of space in comparable Class A buildings (including the Building) in the Sunnyvale, Santa Xxxxx and Mountain View, California submarket (“Comparable Buildings”) in direct transactions with owners of Comparable Buildings (thus excluding any subleases or other indirect transactions), and (2) the annual increases determined at the time Base Monthly Rent for the first year is determined. Within thirty (30) days after receipt of such notice from Landlord, Tenant shall have the right either to (i) accept Landlord’s estimate determination of Fair Market Rent submitted by Landlord or (ii) elect Tenant, within 30 days after appointment of such Appraiser but otherwise the third appraiser shall have no authority to arbitrate make any other determination. The selection by the Fair Market Rent against Landlord, such arbitration to be conducted pursuant to third Appraiser of the provisions hereof. Failure on the part of Tenant to require arbitration determination of Fair Market Rent within such thirty (30) day period shall constitute acceptance of be final and binding upon Landlord and Tenant as the Fair Market Rent for such interest. This provision for determination by appraisal shall be specifically enforceable to the extent such remedy is available under applicable extension period. If Tenant elects to compel arbitrationlaw, and any determination hereunder shall be final and binding upon the parties agree to use good faith efforts to have the arbitration concluded within ninety (90) days after the date of Tenant’s election, subject to extension for an additional period if a third arbitrator is required except as otherwise provided by applicable law. Landlord and does not act in a timely manner. To the extent that arbitration has not been completed prior to the expiration of any preceding period for which Base Monthly Rent has been determined, Tenant shall each pay Base Monthly Rent at the rate calculated fees and expenses of the Appraiser appointed by Landlordit and their own legal fees, and each shall pay one‑half of the fees and expenses of the third Appraiser and one‑half (1/2) of all other cost and expenses incurred in connection with the potential for an adjustment to be made once Fair Market Rent is ultimately determined by arbitrationeach appraisal.

Fair Market Rent. Approximately thirty For purposes if this Section 36.2.2, the “fair market rent” for the Premises shall be determined as of the date that is sixty (3060) days after receipt prior to the first day of Tenant’s Extension Exercise Noticethe first Lease Year of the extended term. If Landlord and Tenant cannot agree on the fair market rent of the Premises for any extension period by the sixtieth (60th) day prior to the first day of the first Lease Year of the extended term, then, Landlord and Tenant shall notify Tenant in writing each select, within fifteen (15) days of Landlord’s estimate such sixtieth (60th) day prior to the first day of the Base Monthly Rent for the first year Lease Year of the applicable extension periodextended term, an appraiser who must be a qualified MAI appraiser with at least five (5) years experience appraising properties of similar type, use and location as the estimate of annual increases based upon Premises to determine said “fair market rent.” If one party fails to so designate an appraiser within the Landlord’s time required, the determination of the same. For purposes hereof, “Fair Market Rentfair market rent” shall mean collectively, (1) Base Monthly Rent for the first year of the applicable extension periodone appraiser who has been designated by the other party within the time required shall be binding on both parties. The appraisers shall submit their determinations of fair market rental value to both parties within fifteen (15) business days after their selection. If the difference between the two determinations is ten percent (10%) or less of the higher appraisal, which then the average between the determinations shall reflect be the then-current rate for renewals fair market rental value of space in comparable Class A buildings the Premises. If said difference is greater than ten percent (including the Building) in the Sunnyvale, Santa Xxxxx and Mountain View, California submarket (“Comparable Buildings”) in direct transactions with owners of Comparable Buildings (thus excluding any subleases or other indirect transactions10%), and then the two appraisers shall within fifteen (2) the annual increases determined at the time Base Monthly Rent for the first year is determined. Within thirty (3015) days after receipt of such notice from Landlord, Tenant shall have the right either to (i) accept Landlord’s estimate of Fair Market Rent or (ii) elect to arbitrate date the Fair Market Rent against Landlord, such arbitration to be conducted pursuant second determination is submitted to the provisions hereof. Failure on the part of Tenant to require arbitration of Fair Market Rent within such thirty (30) day period shall constitute acceptance of the Fair Market Rent for the applicable extension period. If Tenant elects to compel arbitration, the parties agree to use good faith efforts to have the arbitration concluded within ninety (90) days after the date of Tenant’s election, subject to extension for an additional period if designate a third arbitrator appraiser who must also be a qualified MAI appraiser with at least five (5) years experience appraising properties of similar type, use and location as the Premises that is required unaffiliated with either party hereto and does not act in a timely manner. To the extent that arbitration has not been completed prior retained or engaged by either party within the five (5) years preceding such appointment. If the two appraisers are unable to agree upon the selection of a third appraiser, then either Landlord or Tenant shall be entitled to apply to the expiration presiding judge of the Superior Court of the County of San Diego, California for the selection of a third appraiser who shall be selected from a list of names of experienced appraisers submitted by Landlord or from a list of names submitted by Tenant, as the case may be, unless both Landlord and Tenant submit lists of names, in which case the Court, in its sole discretion, shall select the third appraiser from the lists. The sole responsibility of the third appraiser will be to determine which of the determinations made by the first two appraisers is most accurate. The third appraiser shall have no right to propose a middle ground or any preceding period for which Base Monthly Rent has been determined, Tenant modification of either of the determinations made by the first two appraisers. The third appraiser’s choice shall be submitted to the parties within fifteen (15) business days after his or her selection. Such determination shall bind both of the parties and shall establish the fair market rental value of the Premises. Each party shall pay Base Monthly Rent at equal shares of the rate calculated by Landlordfees and expenses of the third appraiser. Fair market rent for the purposes of this Lease shall mean the then prevailing rent for buildings in the Carlsbad, with California life science market, of comparable size, quality and location to the potential for an adjustment demised Premises, and leased on terms comparable to be made once Fair Market Rent is ultimately determined by arbitrationthe terms contained in this Lease.

Fair Market Rent. Approximately thirty For purposes if this Section 36.2.2, the “fair market rent” for the Premises shall be determined as of the date that is sixty (3060) days after receipt prior to the first day of Tenant’s Extension Exercise Notice, Landlord shall notify Tenant in writing of Landlord’s estimate of the Base Monthly Rent for the first year of the applicable extension period, extended term. If Landlord and Tenant cannot agree on the estimate of annual increases based upon the Landlord’s determination fair market rent of the same. For purposes hereof, “Fair Market Rent” shall mean collectively, Premises for any extension period by the sixtieth (160th) Base Monthly Rent for day prior to the first day of the first year of the applicable extension periodextended term, which then, Landlord and Tenant shall reflect each select, within fifteen (15) days of such sixtieth (60th) day prior to the then-current rate for renewals first day of space in comparable Class A buildings (including the Building) in the Sunnyvale, Santa Xxxxx and Mountain View, California submarket (“Comparable Buildings”) in direct transactions with owners of Comparable Buildings (thus excluding any subleases or other indirect transactions), and (2) the annual increases determined at the time Base Monthly Rent for the first year of the extended term, an appraiser who must be a qualified MAI appraiser with at least five (5) years experience appraising properties of similar type, use and location as the Premises to determine said “fair market rent.” If one party fails to so designate an appraiser within the time required, the determination of “fair market rent” of the one appraiser who has been designated by the other party within the time required shall be binding on both parties. The appraisers shall submit their determinations of fair market rental value to both parties within fifteen (15) business days after their selection. If the difference between the two determinations is determinedten percent (10%) or less of the higher appraisal, then the average between the determinations shall be the fair market rental value of the Premises. Within thirty If said difference is greater than ten percent (3010%), then the two appraisers shall within fifteen (15) days after receipt of such notice from Landlord, Tenant shall have the right either to (i) accept Landlord’s estimate of Fair Market Rent or (ii) elect to arbitrate date the Fair Market Rent against Landlord, such arbitration to be conducted pursuant second determination is submitted to the provisions hereof. Failure on the part of Tenant to require arbitration of Fair Market Rent within such thirty (30) day period shall constitute acceptance of the Fair Market Rent for the applicable extension period. If Tenant elects to compel arbitration, the parties agree to use good faith efforts to have the arbitration concluded within ninety (90) days after the date of Tenant’s election, subject to extension for an additional period if designate a third arbitrator appraiser who must also be a qualified MAI appraiser with at least five (5) years experience appraising properties of similar type, use and location as the Premises that is required unaffiliated with either party hereto and does not act in a timely manner. To the extent that arbitration has not been completed prior retained or engaged by either party within the five (5) years preceding such appointment. If the two appraisers are unable to agree upon the selection of a third appraiser, then either Landlord or Tenant shall be entitled to apply to the expiration presiding judge of the Superior Court of the County of San Diego, California for the selection of a third appraiser who shall be selected from a list of names of experienced appraisers submitted by Landlord or from a list of names submitted by Tenant, as the case may be, unless both Landlord and Tenant submit lists of names, in which case the Court, in its sole discretion, shall select the third appraiser from the lists. The sole responsibility of the third appraiser will be to determine which of the determinations made by the first two appraisers is most accurate. The third appraiser shall have no right to propose a middle ground or any preceding period for which Base Monthly Rent has been determined, Tenant modification of either of the determinations made by the first two appraisers. The third appraiser’s choice shall be submitted to the parties within fifteen (15) business days after his or her selection. Such determination shall bind both of the parties and shall establish the fair market rental value of the Premises. Each party shall pay Base Monthly Rent at equal shares of the rate calculated by Landlordfees and expenses of the third appraiser. Fair market rent for the purposes of this Lease shall mean the then prevailing rent for buildings in the Carlsbad, with California life science market, of comparable size, quality and location to the potential for an adjustment demised Premises, and leased on terms comparable to be made once Fair Market Rent is ultimately determined by arbitrationthe terms contained in this Lease.”

Fair Market Rent. Approximately thirty With respect to the determination of the initial Base Rent for an Extension Period, if the parties are unable to agree upon an initial Base Rent that, taking into account the length of the Extension Period and the adjustments to the Base Rent during the Extension Period anticipated under Section 2.01, results in fair market rent for the Extension Period (30such initial Base Rent, the “FMV Base Rent”), then an independent MAI Appraiser (defined below) selected by agreement of the parties within ten (10) days of said request shall prepare a determination of the FMV Base Rent. In making such determination, the appraiser shall consider rentals received in the general market area in which the Property Location is located for similar buildings of comparable characteristics, including, but not limited to, comparable lease terms, age, condition and classification. If within ten (10) business days after being notified of the results of such appraisal, Landlord and/or Tenant elects to reject that determination, then each of the parties shall name an additional independent MAI Appraiser within ten (10) days after receipt such rejection. In the event the appraisers so named together with the originally named appraiser are unable to agree on an FMV Base Rent then the determination shall be the amount agreed upon by the majority of Tenant’s Extension Exercise Notice, Landlord shall notify Tenant said appraisers and reported to the parties within ten (10) days thereafter. In the event the parties are unable to select the appraiser in writing of Landlord’s estimate of the Base Monthly Rent for the first year of the applicable extension periodinstance, and the estimate of annual increases based upon the Landlord’s determination of the same. For purposes hereof, “Fair Market Rent” each shall mean collectively, select one appraiser within ten (1) Base Monthly Rent for the first year of the applicable extension period, which shall reflect the then-current rate for renewals of space in comparable Class A buildings (including the Building) in the Sunnyvale, Santa Xxxxx and Mountain View, California submarket (“Comparable Buildings”) in direct transactions with owners of Comparable Buildings (thus excluding any subleases or other indirect transactions), and (2) the annual increases determined at the time Base Monthly Rent for the first year is determined. Within thirty (30) days after receipt of such notice from Landlord, Tenant shall have the right either to (i) accept Landlord’s estimate of Fair Market Rent or (ii) elect to arbitrate the Fair Market Rent against Landlord, such arbitration to be conducted pursuant to the provisions hereof. Failure on the part of Tenant to require arbitration of Fair Market Rent within such thirty (30) day period shall constitute acceptance of the Fair Market Rent for the applicable extension period. If Tenant elects to compel arbitration, the parties agree to use good faith efforts to have the arbitration concluded within ninety (9010) days after the date of Tenant’s electionperiod for having agreed, subject to extension for an additional period if and those two appraisers shall select a third arbitrator is required and does not act appraiser (in a timely manner. To the extent that arbitration has not been completed prior absence of agreement as to the expiration selection of any preceding period for which Base Monthly Rent has been determinedsaid third independent appraiser, Tenant such selection shall pay Base Monthly Rent at the rate calculated by Landlord, with the potential for an adjustment to be made once Fair Market by a mediation process reasonably agreed upon by the parties or in absence of the same, by a court of competent jurisdiction). The costs and expenses of such appraisal, including the fees of the appraiser or appraisers, shall be divided equally between Tenant and Landlord. The determination of the majority of the appraisers as to the FMV Base Rent is ultimately determined by arbitration.shall be conclusive upon the parties and

Fair Market Rent. Approximately Whenever any provision of this Lease provides that the Fair Market Rent shall be calculated, it shall mean the fair rent for the Premises as of the commencement of the period in question under market conditions for comparable office space in the Xxxxxx/Wellesley/Waltham market, as well as such annual increases in rent for the period in question as are reasonably consistent with then current market conditions. Fair Market Rent shall be determined by agreement between Landlord and Tenant, but if Landlord and Tenant are unable to agree upon the Fair Market Rent within thirty (30) days after receipt the date on which Tenant delivers notice of Tenant’s Extension Exercise its exercise of its option to extend under Section 15.2 below, then Tenant shall have the right to withdraw its exercise of the option to extend by written notice delivered to Landlord (“Withdrawal Notice”) within such thirty-day period. If Tenant does not deliver a Withdrawal Notice within such thirty-day period, or if Landlord and Tenant mutually agree to proceed with the process described herein, the Fair Market Rent shall be determined by appraisal made as hereinafter provided by a board of three (3) reputable independent commercial real estate brokers, each of whom shall have at least ten (10) years of experience in the eastern Massachusetts rental market for comparable properties and each of whom is hereinafter referred to as "appraiser". Tenant and Landlord shall notify each appoint one such appraiser and the two appraisers so appointed shall appoint the third appraiser. The cost and expenses of each appraiser appointed separately by Tenant in writing of Landlord’s estimate and Landlord shall be borne by the party who appointed the appraiser. The cost and expenses of the Base Monthly Rent for third appraiser shall be shared equally by Tenant and Landlord. Landlord and Tenant shall appoint their respective appraisers within fifteen (15) days after the first year expiration of the applicable extension such twenty (20) day period, and shall designate the estimate appraisers so appointed by notice to the other party. The two appraisers so appointed and designated shall appoint the third appraiser within fifteen (15) days after their appointment, and shall designate such appraiser by notice to Landlord and Tenant. The board of annual increases based upon three appraisers shall determine the Landlord’s determination Fair Market Rent of the same. For purposes hereof, “space in question as of the commencement of the period to which the Fair Market Rent” Rent shall mean collectively, (1) Base Monthly Rent for the first year apply and shall notify Landlord and Tenant of the applicable extension period, which shall reflect the then-current rate for renewals of space in comparable Class A buildings (including the Building) in the Sunnyvale, Santa Xxxxx and Mountain View, California submarket (“Comparable Buildings”) in direct transactions with owners of Comparable Buildings (thus excluding any subleases or other indirect transactions), and (2) the annual increases determined at the time Base Monthly Rent for the first year is determined. Within their determinations within thirty (30) days after receipt of such notice from Landlord, Tenant shall have their appointment. If the right either to (i) accept Landlord’s estimate of Fair Market Rent or (ii) elect to arbitrate the Fair Market Rent against Landlord, such arbitration to be conducted pursuant to the provisions hereof. Failure on the part of Tenant to require arbitration of Fair Market Rent within such thirty (30) day period shall constitute acceptance determinations of the Fair Market Rent for the applicable extension period. If Tenant elects to compel arbitration, the parties agree to use good faith efforts to have the arbitration concluded within ninety (90) days after the date of Tenant’s election, subject to extension for an additional period if a third arbitrator is required and does not act in a timely manner. To the extent that arbitration has not been completed prior to the expiration of any preceding period for which Base Monthly Rent has been determinedtwo or all three of the appraisers shall be identical in amount, Tenant said amount shall pay Base Monthly Rent at the rate calculated by Landlord, with the potential for an adjustment be deemed to be made once the Fair Market Rent is ultimately determined of the Premises. If the determinations of all three appraisers shall be different in amount, the average of the two values nearest in amount shall be deemed the Fair Market Rent. Notwithstanding the foregoing, if either party shall fail to appoint its appraiser within the period specified above (such party referred to hereinafter as the "failing party"), the other party may serve notice on the failing party requiring the failing party to appoint its appraiser within five (5) days of the giving of such notice and if the failing party shall not respond by arbitrationappointment of its appraiser within said five (5) day period, then the appraiser appointed by the other party shall be the sole appraiser hereunder. The determination of Fair Market Rent by the appraisers hereunder shall be final and binding upon the parties.

Fair Market Rent. Approximately Landlord will notify Tenant of its determination of the Fair Market Rent (consistent with the methodology reflected above) for the applicable Extension Period no later than ninety (90) days prior to the commencement date of the applicable Extension Period. If Txxxxx delivers written notice to Landlord within ten (10) business days after its receipt of Landlord's determination of Fair Market Rent whereby Tenant disagrees with Landlord's determination of the Fair Market Rent, Tenant shall include in its notice Tenant’s determination of the Fair Market Rent, and Landlord and Tenant will diligently and in good-fxxxx xxxxxx for a period of thirty (30) days after receipt of Tenant’s Extension Exercise Notice, Landlord shall notify Tenant thereafter (the “Negotiation Period”) in writing of Landlord’s estimate of an attempt to agree on the Base Monthly Rent for the first year of the applicable extension period, and the estimate of annual increases based upon the Landlord’s determination of the same. For purposes hereof, “Fair Market Rent” shall mean collectively, (1) Base Monthly Rent for the first year of the applicable extension period, which shall reflect the then-current rate for renewals of space in comparable Class A buildings (including the Building) in the Sunnyvale, Santa Xxxxx . If Landlord and Mountain View, California submarket (“Comparable Buildings”) in direct transactions with owners of Comparable Buildings (thus excluding any subleases or other indirect transactions), and (2) the annual increases determined at the time Base Monthly Rent for the first year is determined. Within thirty (30) days after receipt of such notice from Landlord, Tenant shall have the right either are unable to (i) accept Landlord’s estimate of Fair Market Rent or (ii) elect to arbitrate agree on the Fair Market Rent against Landlordduring the Negotiation Period, then, within five (5) business days after the expiration of such arbitration to be conducted pursuant period, Landlord and Tenant shall jointly appoint an independent arbitrator (the “Arbitrator”) who shall not have previously been employed by or otherwise worked with either Landlord or Tenant with experience in real estate activities, including at least ten (10) years’ experience serving as a broker, appraiser and/or attorney in leasing transactions involving commercial life sciences laboratory and research space of comparable size and Class A quality to the provisions hereof. Failure on Premises (collectively, the part of “Qualifications”), which Arbitrator shall, within twenty (20) days following the Arbitrator’s appointment, determine and report in writing to Landlord and Tenant to require arbitration of Fair Market Rent within such thirty (30) day period shall constitute acceptance the by selecting either Landlord’s or Tenant’s determination of the Fair Market Rent for the Extension Period, according to whichever of the applicable extension perioddeterminations is closer to the Fair Market Rent, as determined by the Arbitrator. If Landlord and Tenant elects cannot agree on the Arbitrator in accordance with the foregoing, Landlord or Tenant may apply to compel arbitration, the parties agree American Arbitration Association to use good faith efforts appoint the Arbitrator in accordance with the aforementioned criteria. The Arbitrator shall have no discretion other than to have the arbitration concluded within ninety (90) days after the date of select Landlord’s or Tenant’s electiondetermination of the Fair Market Rent as aforesaid. The costs of the Arbitrator shall be shared equally by Landlord and Tenant, subject to extension for an additional period if a third arbitrator is required and does not act each of Landlord and Tenant shall reasonably cooperate with the Arbitrator in a timely mannerproviding documentation and any other reasonable evidence regarding how Landlord or Tenant, as applicable, arrived at its determination of the Fair Market Rent. To If the extent that arbitration has not been completed Renewal Period commences prior to the expiration final determination of any preceding period for which Base Monthly Rent has been determinedthe Fair Market Rent, Tenant shall pay Base Monthly Rent at to Landlord the monthly rate calculated by Landlordin effect immediately prior to the commencement of the applicable Renewal Period, with the potential for an subject to adjustment to be made once Fair Market Rent is ultimately determined by arbitrationupon resolution of such dispute.

Fair Market Rent. Approximately In the event that it becomes necessary to determine the Fair Market Rent of any Demised Premises for any purpose of this Master Lease, and the parties cannot agree amongst themselves on such value within twenty (20) days after the first request made by one of the parties to do so, then either party may notify the other of a person selected to act as appraiser (such person, and each other person selected as provided herein, an “Appraiser”) on its behalf. Within fifteen (15) days after receipt of any such Notice, the other party shall by notice to the first party appoint a second person as Appraiser on its behalf. The Appraisers thus appointed, each of whom must be a member of The Appraisal Institute/American Institute of Real Estate Appraisers (or any successor organization thereto) with at least ten (10) years of experience appraising properties similar to the Demised Premises, shall, within forty‑five (45) days after the date of the notice appointing the first appraiser, proceed to appraise the applicable Demised Premises to determine the Fair Market Rent thereof as of the relevant date; provided, that if one Appraiser shall have been so appointed, or if two Appraisers shall have been so appointed but only one such Appraiser shall have made such determination within fifty (50) days after the making of the initial appointment, then the determination of such Appraiser shall be final and binding upon the parties. If two (2) Appraisers shall have been appointed and shall have made their determinations within the respective requisite periods set forth above and if the difference between the amounts so determined shall not exceed ten percent (10%) of the lesser of such amounts, then the Fair Market Rent shall be an amount equal to fifty percent (50%) of the sum of the amounts so determined. If the difference between the amounts so determined shall exceed ten percent (10%) of the lesser of such amounts, then such two (2) Appraisers shall have twenty (20) days to appoint a third (3rd) Appraiser, but if such Appraisers fail to do so, then either party may request the American Arbitration Association or any successor organization thereto to appoint an Appraiser within twenty (20) days of such request, and both parties shall be bound by any appointment so made within such twenty (20)‑day period. If no such Appraiser shall have been appointed within such twenty (20) days or within ninety (90) days of the original request for a determination of Fair Market Rent, whichever is earlier, either Landlord or Tenant may apply to any court having jurisdiction to have such appointment made by such court. Any Appraiser appointed by the original Appraisers, by the American Arbitration Association or by such court shall be instructed to determine the Fair Market Rent within thirty (30) days after receipt appointment of Tenant’s Extension Exercise Notice, Landlord shall notify Tenant in writing of Landlord’s estimate of the Base Monthly Rent for the first year of the applicable extension period, and the estimate of annual increases based upon the Landlord’s such Appraiser. The determination of the same. For purposes hereof, “Fair Market Rent” shall mean collectively, (1) Base Monthly Rent for appraiser which differs most in terms of dollar amount from the first year determination of the applicable extension period, which other two Appraisers shall reflect the then-current rate for renewals of space in comparable Class A buildings (including the Building) in the Sunnyvale, Santa Xxxxx and Mountain View, California submarket (“Comparable Buildings”) in direct transactions with owners of Comparable Buildings (thus excluding any subleases or other indirect transactions)be excluded, and fifty percent (250%) of the annual increases determined at sum of the time Base Monthly Rent for the first year is determined. Within thirty (30) days after receipt of such notice from Landlord, remaining two determinations shall be final and binding upon Landlord and Tenant shall have the right either to (i) accept Landlord’s estimate of Fair Market Rent or (ii) elect to arbitrate the Fair Market Rent against Landlord, such arbitration to be conducted pursuant to the provisions hereof. Failure on the part of Tenant to require arbitration of Fair Market Rent within such thirty (30) day period shall constitute acceptance of as the Fair Market Rent for such interest. This provision for determination by appraisal shall be specifically enforceable to the extent such remedy is available under applicable extension period. If Tenant elects to compel arbitrationlaw, and any determination hereunder shall be final and binding upon the parties agree to use good faith efforts to have the arbitration concluded within ninety (90) days after the date of Tenant’s election, subject to extension for an additional period if a third arbitrator is required except as otherwise provided by applicable law. Landlord and does not act in a timely manner. To the extent that arbitration has not been completed prior to the expiration of any preceding period for which Base Monthly Rent has been determined, Tenant shall each pay Base Monthly Rent at the rate calculated fees and expenses of the Appraiser appointed by Landlordit and their own legal fees, and each shall pay one‑half of the fees and expenses of the third Appraiser and one‑half (1/2) of all other cost and expenses incurred in connection with the potential for an adjustment to be made once Fair Market Rent is ultimately determined by arbitrationeach appraisal.

Fair Market Rent. Approximately 44.01. In the event that the fair market rental for the demised premises or any portion thereof shall be required to be determined pursuant to the terms of this Lease as of a particular date (the "Review Date") the fair market rent for the demised premises shall be determined in the manner hereinafter provided. 44.02. If a fair market rental is to be determined pursuant to the provisions of this Lease and the parties have not agreed on what that fair market rental shall be, Landlord shall give Tenant a notice designating the name and address of the arbitrator designated by Landlord to act on its behalf in the arbitration process hereinafter described (hereinafter called the "Review Notice" or the "Rent Review Notice"). (a) If Landlord gives a Review Notice, then within thirty (30) days after receipt of Tenant’s Extension Exercise Notice, Landlord shall notify Tenant in writing of Landlord’s estimate of the Base Monthly Rent for the first year of the applicable extension period, and the estimate of annual increases based upon the Landlord’s determination of the same. For purposes hereof, “Fair Market Rent” shall mean collectively, (1) Base Monthly Rent for the first year of the applicable extension period, which shall reflect the then-current rate for renewals of space in comparable Class A buildings (including the Building) in the Sunnyvale, Santa Xxxxx and Mountain View, California submarket (“Comparable Buildings”) in direct transactions with owners of Comparable Buildings (thus excluding any subleases or other indirect transactions), and (2) the annual increases determined at the time Base Monthly Rent for the first year is determined. Within thirty (30) days after receipt giving of such notice from LandlordReview Notice, Tenant shall have give notice to Landlord specifying in such notice the right either to (i) accept Landlord’s estimate name and address of Fair Market Rent or (ii) elect to arbitrate the Fair Market Rent against Landlord, such arbitration to be conducted pursuant to the provisions hereof. Failure on the part of arbitrator designated by Tenant to require arbitration of Fair Market Rent act on its behalf. In the event Tenant shall fail to give such notice within such thirty (30) day period period, the fair market rental of the demised premises shall constitute conclusively be deemed to be the fair market rental therefor as determined by Landlord's arbitrator, and Landlord shall promptly send a copy of such determination to Tenant. Upon the giving of such notice by Tenant, the two arbitrators so chosen shall meet on the seventh (7th) business day after the second arbitrator is appointed at 10:00 AM at the office of Landlord's arbitrator in the Borough of Manhattan; provided, however, in the event of extenuating circumstances such as death, casualty, etc., each arbitrator shall have the right to postpone such meeting for up to two (2) business days; and shall exchange sealed envelopes each containing such arbitrator's written determination of the fair market rental of the space in question based on the criteria set forth in Section 43.03 (c) hereof. The fair market rental specified by Landlord's arbitrator shall herein be called "Landlord's Submitted Value" and the fair market rental specified by Tenant's arbitrator shall herein be called "Tenant's Submitted Value." Copies of such written determinations shall promptly be sent to both Landlord and Tenant. Any failure of either of such arbitrators to meet and exchange such determinations shall be deemed acceptance of the Fair Market Rent for the applicable extension periodother party's arbitrator's determination as to fair market rental. If Tenant elects to compel arbitration, the parties agree to use good faith efforts to have the arbitration concluded within ninety Within twenty (9020) days after the date second arbitrator is appointed, they shall together appoint a third arbitrator. If said two arbitrators cannot agree upon the appointment of Tenant’s election, subject to extension for an additional period if a third arbitrator is required within such twenty (20) day period, then either party, on behalf of both, and does not act in a timely manner. To the extent that arbitration has not been completed prior on notice to the expiration other may request such appointment by the American Arbitration Association (or any successor organization) in accordance with its then prevailing rules. If the American Arbitration Association shall fail to appoint said third arbitrator within thirty (30) days after such request is made, then either party may apply. on notice to the other, to the Supreme Court, New York County, New York (or any other court having jurisdiction and exercising functions similar to those now exercised by the foregoing court) for the appointment of such third arbitrator. Within fifteen (15) days after the appointment of such third arbitrator, the first arbitrator and second arbitrator shall submit to such third arbitrator their respective determinations of the fair market rental as described in the immediately preceding paragraph. Such third arbitrator shall, within forty-five (45) days after the end of such fifteen (15) day period, determine whether the fair market rental specified by the first arbitrator or second arbitrator in such submissions was closer to the determination by such third arbitrator of the fair market rental of the demised premises, and the fair market rental specified by the first arbitrator or the second arbitrator which is closer to the determination by such third arbitrator shall conclusively be deemed to be the fair market rental of the demised premises. (b) Each of the arbitrators selected as herein provided shall have at least ten (10) years' experience in the leasing or management of office space in the relevant office market in the Borough of Manhattan. Each party shall pay the fees and expenses of the arbitrator selected by it. The fees and expenses of the third arbitrator and all other expenses (not including the attorney's fees, witness fees and similar expenses of the parties which shall be borne separately by each of the parties) of the arbitration shall he borne equally by the parties hereto. (c) In rendering any preceding period determination of fair market rent of the demised premises, the arbitrators shall assume or take into consideration as appropriate all of the following: (i) the Landlord and prospective tenant are typically motivated; (ii) the Landlord and prospective tenant are well informed and well advised and each is acting in what it considers its own best interest; (iii) a reasonable time under then-existing market conditions is allowed for which Base Monthly Rent exposure of the demised premises on the open market; (iv) that the rent is unaffected by concessions, special financing amounts and/or terms, or unusual services, fees, costs or credits in connection with the leasing transaction; (v) that the demised premises are fit for immediate occupancy and use "as is" and require no additional work by Landlord and that no work has been determinedcarried out thereon by then Tenant, Tenant shall pay Base Monthly Rent at its subtenant, or their predecessors in interest during the rate calculated Term which has diminished the rental value of the demised premises; (vi) that in the event the demised premises have been destroyed or damaged by Landlordfire or other casualty, with same have been fully restored; (vii) that the potential for an adjustment demised premises are to be made once Fair Market Rent is ultimately determined by arbitrationlet with vacant possession and subject to the provisions of this Lease for a five (5) year term; (viii) market rents then being charged for comparable space in other similar office buildings in the same area. In rendering such decision and award, the arbitrators shall not modify the provisions of this Lease. The decision and award of the arbitrators shall be in writing, shall be limited to the determination of such fair market value, and shall be final and conclusive on all parties and counterpart copies thereof shall be delivered to each of said parties. Judgment may be had on the decision and award of the arbitrators so rendered in any court of competent jurisdiction. (d) Nothing obtained in this Article 44 shall be deemed in any way to alter or modify the provisions of Article 3 hereof.

Fair Market Rent. Approximately Tenant and Landlord agree to negotiate for thirty (30) days after receipt by Landlord of the Renewal Notice for the applicable Renewal Term (the “Negotiating Period”) to determine Fair Market Rent for purposes of this Section 26.2 based on the following factors: the stated or quoted Per RSF Base Rent (base rent, including renewal free rent/abatement) that would be received by landlords renting space of quality, size and location comparable to the Premises in comparable buildings in the Landover/Lanham submarket for a five (5) year renewal term, adjusted to reflect the additional rent provided herein, and taking into account all other relevant factors (the “Factors”). If the parties are unable to agree on Fair Market Rent for purposes of this Section 26.2 during the Negotiating Period, then the Fair Market Rent shall be determined as follows: (a) Within ten (10) days of the Negotiating Period, Landlord and Tenant shall each appoint an appraiser (as defined below) to determine the fair market rent. Each appraiser shall deliver to Landlord and Tenant its written report conforming to USPAP (Uniform Standards of Professional Appraisal Practice) setting forth its determination of fair market rent based on the Factors (respectively, “Landlord’s FMV” and “Tenant’s Extension Exercise Notice, Landlord shall notify Tenant in writing of Landlord’s estimate FMV”). If the fair market rent of the Base Monthly Rent for two (2) appraisers are within five percent (5%) of one another, the first year of the applicable extension period, and the estimate of annual increases based upon the Landlord’s determination of the same. For purposes hereof, “Fair Market Rent” under this Section 26.2 shall mean collectively, (1) Base Monthly Rent for be the first year average of the applicable extension period, which shall reflect the then-current rate for renewals of space in comparable Class A buildings (including the Building) in the Sunnyvale, Santa Xxxxx and Mountain View, California submarket (“Comparable Buildings”) in direct transactions with owners of Comparable Buildings (thus excluding any subleases or other indirect transactions), and two (2) appraised values. If the annual increases determined at fair market rents are not within five percent (5%) of one another, then the time Base Monthly Rent for two (2) appraisers shall choose an independent third appraiser within ten (10) days after delivery of their respective reports. If the first year is determinedtwo (2) appraisers cannot agree on the appointment of the third appraiser within such time, the parties shall thereupon make application to the American Institute of Real Estate Appraisers to appoint a third appraiser. Within If the American Institute of Real Estate Appraisers does not act within thirty (30) days after receipt days, the parties shall make application to the Circuit Court for Prince George’s County, Maryland to appoint such third appraiser. The third appraiser (“Third Appraiser”) shall be directed to issue a written appraisal conforming to USPAP the fair market rent of such notice from the Premises based on the Factors. The final “Fair Market Rent” under this Section 26.2 shall be the either Landlord’s FMV or Tenant’s FMV, as selected by the Third Appraiser. (b) All appraisers shall be members of the American Institute of Real Estate Appraisers (MAI) who are familiar with appraisal procedures and have at least ten (10) years’ experience in the Prince George’s County Maryland commercial real estate rental market. (c) Each party shall bear the costs of its own appraiser. The cost of the Third Appraiser, if incurred, shall be borne equally by the parties. (d) Landlord and Tenant shall have each act in a commercially reasonable fashion throughout the right either to (i) accept Landlord’s estimate process of determining the Fair Market Rent or Rent. (iie) elect to arbitrate Upon the determination of the Fair Market Rent against Landlordas provided above, such arbitration to be conducted pursuant to the provisions hereof. Failure on the part of Tenant to require arbitration of Fair Market Rent within such thirty (30) day period shall constitute acceptance of the Fair Market Rent for the applicable extension period. If Tenant elects to compel arbitration, Renewal Term shall be adjusted as provided in Section 26.1(a). (f) Upon the parties agree to use good faith efforts to have determination of the arbitration concluded within ninety (90) days after the date of Tenant’s election, subject to extension Renewal Term Base Rent for an additional period if applicable Renewal Term, Landlord and Tenant will enter into a third arbitrator is required and does not act in a timely manner. To confirmation certificate setting for the extent that arbitration has not been completed prior to Renewal Term Base Rent for the expiration of any preceding period for which Base Monthly Rent has been determined, Tenant shall pay Base Monthly Rent at the rate calculated by Landlord, with the potential for an adjustment to be made once Fair Market Rent is ultimately determined by arbitrationapplicable Renewal Term.

Fair Market Rent. Approximately (a) For purposes of determining "Fair Market Rent" pursuant to Section 4.2 of the Lease, all improvements to the Premises or the Building which are funded, in the first instance, by Lessor pursuant to this Amendment, regardless of whether Lessee makes payments to Lessor on account thereof pursuant to Paragraph 4 above, shall be deemed to be "improvements made by Lessor" and shall be included in determining Fair Market Rent. (b) The first three sentences of the second paragraph of Section 4.2 are hereby deleted in their entirety and the following are substituted therefor: "If Lessee duly exercises the Extension Option as provided in Section 3.2 of the Lease, then within twenty (20) days after Lessor receives Lessee's notice of exercise of the Extension Option, Lessor shall provide to Lessee Lessor's good faith determination of the Fair Market Rent of the Initial Premises and the Expansion Premises as of the first day of the Extension Term. If Lessee duly exercises the Building Addition Option as provided in Paragraph 15 of this Amendment and the Building Addition is constructed and the Initial Lease Term extended as provided in Section 3.1 of the Lease, then Lessor shall provide to Lessee not later than April 1, 2008 Lessor's good faith determination of the Fair Market Rent of the Initial Premises and the Expansion Premises as of August 15, 2008. The date on which Lessor provides such determination is hereinafter referred to as the "Notice Date". If Lessor and Lessee are unable to agree on such Fair Market Rent within thirty (30) days after receipt of Tenant’s Extension Exercise Noticethe Notice Date, Landlord shall notify Tenant in writing of Landlord’s estimate of the Base Monthly Rent for the first year of the applicable extension periodthen Lessor and Lessee shall, and the estimate of annual increases based upon the Landlord’s determination of the same. For purposes hereof, “Fair Market Rent” shall mean collectively, not later than sixty (1) Base Monthly Rent for the first year of the applicable extension period, which shall reflect the then-current rate for renewals of space in comparable Class A buildings (including the Building) in the Sunnyvale, Santa Xxxxx and Mountain View, California submarket (“Comparable Buildings”) in direct transactions with owners of Comparable Buildings (thus excluding any subleases or other indirect transactions), and (2) the annual increases determined at the time Base Monthly Rent for the first year is determined. Within thirty (30) days after receipt of such notice from Landlord, Tenant shall have the right either to (i) accept Landlord’s estimate of Fair Market Rent or (ii) elect to arbitrate the Fair Market Rent against Landlord, such arbitration to be conducted pursuant to the provisions hereof. Failure on the part of Tenant to require arbitration of Fair Market Rent within such thirty (30) day period shall constitute acceptance of the Fair Market Rent for the applicable extension period. If Tenant elects to compel arbitration, the parties agree to use good faith efforts to have the arbitration concluded within ninety (9060) days after the date Notice Date, each retain a real estate appraiser with at least ten (10) years' continuous experience in the business of Tenant’s electionappraising or marketing commercial real estate in the Cambridge, subject Massachusetts vicinity, who shall, within sixty (60) days of his or her selection, prepare a written report summarizing his or her conclusion as to extension for an additional period Fair Market Rent. Lessor and Lessee shall simultaneously exchange such reports; PROVIDED, HOWEVER, that if a third arbitrator is required and does not act in a timely manner. To the extent that arbitration one party has not been completed prior obtained such a report within one hundred thirty (130) days after the Notice Date, then the determination set forth in the other party's report shall be final and binding upon the parties." (c) All references to the expiration "Expansion Premises" in Section 4.2 of any preceding period for which Base Monthly Rent has been determined, Tenant the Lease shall pay Base Monthly Rent at be deemed to refer to the rate calculated by Landlord, with Initial Premises and the potential for an adjustment to be made once Fair Market Rent is ultimately determined by arbitrationExpansion Premises together.

Fair Market Rent. Approximately Landlord will notify Tenant of its determination of the Fair Market Rent (consistent with the methodology reflected in Section 3.2, above) for the applicable Extension Term no later than thirty (30) days after receipt of Tenant’s Tenant delivers an Extension Exercise Notice, . If Txxxxx delivers written notice to Landlord shall notify Tenant in writing of Landlord’s estimate of the Base Monthly Rent for the first year of the applicable extension period, and the estimate of annual increases based upon the Landlord’s determination of the same. For purposes hereof, “Fair Market Rent” shall mean collectively, (1) Base Monthly Rent for the first year of the applicable extension period, which shall reflect the then-current rate for renewals of space in comparable Class A buildings (including the Building) in the Sunnyvale, Santa Xxxxx and Mountain View, California submarket (“Comparable Buildings”) in direct transactions with owners of Comparable Buildings (thus excluding any subleases or other indirect transactions), and (2) the annual increases determined at the time Base Monthly Rent for the first year is determined. Within within thirty (30) days after its receipt of such notice from Landlord, Tenant shall have the right either to (i) accept Landlord’s estimate determination of Fair Market Rent or (ii) elect to arbitrate whereby Tenant disagrees with Landlord’s determination of the Fair Market Rent against LandlordRent, such arbitration Landlord and Tenant will diligently and in good fxxxx xxxxxx for a period of thirty (30) days thereafter in an attempt to be conducted pursuant to the provisions hereof. Failure agree on the part of Fair Market Rent. In the event Landlord and Tenant fail to require arbitration of reach an agreement on the Fair Market Rent within such thirty (30) day period shall constitute acceptance of 30)-day period, then the Fair Market Rent that will be used in computing Base Rent for the applicable extension periodExtension Term will be determined as follows: within five (5) business days after the expiration of the thirty (30)-day period described above, Landlord and Tenant will each select an independent appraiser with at least ten (10) years’ experience in the San Diego market. If Tenant elects to compel arbitration, the parties agree to use good faith efforts to have the arbitration concluded The two (2) appraisers will exchange their respective determinations of Fair Market Rent within ninety ten (9010) days after their selection, and if the date lower appraisal is not less than ninety-five percent (95%) of Tenantthe higher appraisal, then the two (2) appraisals will be averaged, and the result will be the Fair Market Rent. If, however, the two (2) appraisers are unable to agree on the Fair Market Rent or the lower appraisal is less than ninety-five percent (95%) of the higher appraisal, they then will select a similarly-qualified third appraiser (the “Neutral Appraiser”). Within five (5) days after selection of the Neutral Appraiser, each of Landlord’s electionappraiser and Txxxxx’s appraiser will provide the Neutral Appraiser with their respective determinations of Fair Market Rent, subject and the Neutral Appraiser’s only role shall be to extension for an additional period if a third arbitrator select, within fifteen (15) days thereafter, which of the two submitted determinations is required closer to Fair Market Rent in such Neutral Appraiser’s discretion. Each party will pay the cost of its own appraiser and does the parties will share the cost of the Neutral Appraiser equally. If the process described in this Section 3 has not act resulted in a timely manner. To determination of Fair Market Rent by the extent that arbitration has not been completed prior commencement of the applicable Extension Term, then the existing Base Rent will be used until the appraiser(s) reach a decision, with an appropriate rental credit and other adjustments to be made by the expiration parties as necessary once the determination of any preceding period for which Base Monthly Fair Market Rent has been determined, Tenant shall pay Base Monthly Rent at the rate calculated by Landlord, with the potential for an adjustment to be made once Fair Market Rent is ultimately determined by arbitrationmade.

Fair Market Rent. Approximately thirty (30) days after receipt The amount of Tenant’s Extension Exercise Noticeannual Minimum Rent, Landlord shall notify Tenant expressed in writing of Landlord’s estimate of dollars and cents per rentable square foot, equal to the Base Monthly Rent fair market rental then being negotiated for the first year of the applicable extension periodcomparable leases for comparable space in Class A office buildings in Center City Philadelphia office sub-market, as such space is then improved, and taking into account the estimate value of annual increases based upon any rent or equivalent concessions then usually and customarily given in connection with the Landlord’s determination leasing of comparable space for a comparable lease term, such as free rent periods and tenant improvement allowances and the same. For purposes hereof, “Fair Market Rent” shall mean collectively, (1) Base Monthly Rent level of any escalation base or "stop" for the first year of the applicable extension period, which shall reflect the then-current rate for renewals of space in such comparable Class A buildings (including the Building) in the Sunnyvale, Santa Xxxxx and Mountain View, California submarket (“Comparable Buildings”) in direct transactions with owners of Comparable Buildings (thus excluding any subleases or other indirect transactions)space, and (2) other relevant factors. In the annual increases determined at the time Base Monthly Rent for the first year is determined. Within thirty (30) days after receipt of such notice from Landlord, event that Landlord and Tenant shall have the right either are unable to (i) accept Landlord’s estimate of Fair Market Rent or (ii) elect to arbitrate agree on the Fair Market Rent against Landlordfor a Renewal Term within 30 days after Tenant’s exercise of any Renewal Option, such arbitration to be conducted pursuant to the provisions hereof. Failure on the part of Tenant to either party may require arbitration of Fair Market Rent within such thirty (30) day period shall constitute acceptance determination of the Fair Market Rent for such Renewal Term by giving written notice to that effect to the applicable extension periodother party, which notice shall designate a real estate broker selected by the initiating party having at least 10 years’ experience in the office leasing business in Center City Philadelphia office sub-market. If Tenant elects to compel arbitrationWithin 10 days after receipt of such notice, the parties agree other party to use good faith efforts this Lease shall select a real estate broker meeting the same requirements and give written notice of such selection to have the arbitration concluded initiating party. Within 10 days after selection of the second broker, the two real estate brokers so selected shall select a third real estate broker having at least 10 years’ experience in the office leasing business in Center City Philadelphia office sub-market who (and whose firm) is not then employed as a leasing broker or management agent by either party or any of their respective affiliates. Each of the three brokers shall determine the Fair Market Rent rate for the Premises as of the commencement of any such Renewal Term for a term equal to the Renewal Term within ninety (90) 15 days after the date appointment of Tenant’s election, subject to extension for an additional period if a the third arbitrator is required and does not act in a timely mannerbroker. To the extent that arbitration has not been completed prior The Fair Market Rent shall be equal to the expiration arithmetic average of such three determinations; provided, however, that if any preceding period for which Base Monthly such broker’s determination deviates more than five percent from the median of such determinations the Fair Market Rent has been determinedshall be an amount equal to the average of the two closest determinations. Landlord shall pay the costs and fees of Landlord’s broker in connection with any determination hereunder, and Tenant shall pay Base Monthly Rent at the rate calculated costs and fees of Tenant’ s broker in connection with such determination. The cost and fees of the third broker shall be paid one-half by LandlordLandlord and one-half by Tenant. If a party fails to designate a real estate broker within the time period required by this paragraph, with the potential for an adjustment to "third" real estate broker shall be made once selected by the broker designated by the initiating party, and those two brokers shall determine the Fair Market Rent is ultimately determined Rental by arbitrationaveraging their determinations.

Fair Market Rent. Approximately Landlord will notify Tenant of its determination of the Fair Market Rent (consistent with the methodology reflected above) for the applicable Extension Period no later than ninety (90) days prior to the commencement date of the applicable Extension Period. If Txxxxx delivers written notice to Landlord within ten (10) business days after its receipt of Landlord’s determination of Fair Market Rent whereby Tenant disagrees with Landlord’s determination of the Fair Market Rent, Tenant shall include in its notice Tenant’s determination of the Fair Market Rent, and Landlord and Tenant will diligently and in good-fxxxx xxxxxx for a period of thirty (30) days after receipt of Tenant’s Extension Exercise Notice, Landlord shall notify Tenant thereafter (the “Negotiation Period”) in writing of Landlord’s estimate of an attempt to agree on the Base Monthly Rent for the first year of the applicable extension period, and the estimate of annual increases based upon the Landlord’s determination of the same. For purposes hereof, “Fair Market Rent” shall mean collectively, (1) Base Monthly Rent for the first year of the applicable extension period, which shall reflect the then-current rate for renewals of space in comparable Class A buildings (including the Building) in the Sunnyvale, Santa Xxxxx . If Landlord and Mountain View, California submarket (“Comparable Buildings”) in direct transactions with owners of Comparable Buildings (thus excluding any subleases or other indirect transactions), and (2) the annual increases determined at the time Base Monthly Rent for the first year is determined. Within thirty (30) days after receipt of such notice from Landlord, Tenant shall have the right either are unable to (i) accept Landlord’s estimate of Fair Market Rent or (ii) elect to arbitrate agree on the Fair Market Rent against Landlordduring the Negotiation Period, then, within five (5) business days after the expiration of such arbitration to be conducted pursuant period, Landlord and Tenant shall jointly appoint an independent arbitrator (the “Arbitrator”) who shall not have previously been employed by or otherwise worked with either Landlord or Tenant with experience in real estate activities, including at least ten (10) years’ experience serving as a broker, appraiser and/or attorney in leasing transactions involving commercial life sciences laboratory and research space of comparable size and Class A quality to the provisions hereof. Failure on Premises (collectively, the part of “Qualifications”), which Arbitrator shall, within twenty (20) days following the Arbitrator’s appointment, determine and report in writing to Landlord and Tenant to require arbitration of Fair Market Rent within such thirty (30) day period shall constitute acceptance the by selecting either Landlord’s or Tenant’s determination of the Fair Market Rent for the Extension Period, according to whichever of the applicable extension perioddeterminations is closer to the Fair Market Rent, as determined by the Arbitrator. If Landlord and Tenant elects cannot agree on the Arbitrator in accordance with the foregoing, Landlord or Tenant may apply to compel arbitration, the parties agree American Arbitration Association to use good faith efforts appoint the Arbitrator in accordance with the aforementioned criteria. The Arbitrator shall have no discretion other than to have the arbitration concluded within ninety (90) days after the date of select Landlord’s or Tenant’s electiondetermination of the Fair Market Rent as aforesaid. The costs of the Arbitrator shall be shared equally by Landlord and Tenant, subject to extension for an additional period if a third arbitrator is required and does not act each of Landlord and Tenant shall reasonably cooperate with the Arbitrator in a timely mannerproviding documentation and any other reasonable evidence regarding how Landlord or Tenant, as applicable, arrived at its determination of the Fair Market Rent. To If the extent that arbitration has not been completed Renewal Period commences prior to the expiration final determination of any preceding period for which Base Monthly Rent has been determinedthe Fair Market Rent, Tenant shall pay Base Monthly Rent at to Landlord the monthly rate calculated by Landlordin effect immediately prior to the commencement of the applicable Renewal Period, with the potential for an subject to adjustment to be made once Fair Market Rent is ultimately determined by arbitrationupon resolution of such dispute.

Fair Market Rent. Approximately thirty (30) days after receipt of Tenant’s Extension Exercise Notice, Landlord shall notify Tenant in writing of Landlord’s estimate of the Base Monthly Rent for the first year of the applicable extension period, and the estimate of annual increases based upon the Landlord’s determination of the same. For purposes hereof, “Fair Market Rent” shall mean collectively, (1) Base Monthly Rent for the first year of the applicable extension period, which shall reflect the then-current rate for renewals of space in comparable Class A buildings (including the Building) in the Sunnyvale, Santa Xxxxx and Mountain View, California submarket (“Comparable Buildings”) in direct transactions with owners of Comparable Buildings (thus excluding any subleases or other indirect transactions), and (2) the annual increases determined at the time Base Monthly Rent for the first year is determined. Within thirty (30) days after receipt of such notice from Landlord, Tenant shall have the right either to (i) accept Landlord’s estimate of Fair Market Rent or (ii) elect to arbitrate the Fair Market Rent against Landlord, such arbitration to be conducted pursuant to the provisions hereof. Failure on the part of Tenant to require arbitration of Fair Market Rent within such thirty (30) day period shall constitute acceptance of the Fair Market The Minimum Annual Rent for the applicable extension period. Extension Term shall be the then-fair market rental value, which shall be determined as follows (the "Fair Market Rent"): (a) If Landlord and Tenant elects are unable to compel arbitrationagree on the Minimum Annual Rent for the Extension Term(s) within fifteen (15) business days after Tenant's receipt of Landlord's written notice to Tenant of the rent adjustment, then the Minimum Annual Rent for the Extension Term(s) will be the then-fair market rental value of the Leased Premises as determined in accordance with paragraph (d) below. (b) The "then-fair market rental value of the Leased Premises" means what a Landlord under no compulsion to lease the Leased Premises and a Tenant under no compulsion to lease the Leased Premises would determine as rents for the Extension Term, as of the commencement of the Extension Term, taking into consideration the uses permitted under this Lease, the parties agree to use good faith efforts to have quality, size, design, and location of the arbitration concluded within ninety Leased Premises, and the rent for comparable buildings located in the vicinity of the Leased Premises. (90c) Within seven (7) days after the date expiration of Tenant’s electionthe fifteen (15) business day period set forth in paragraph (a) above, subject Landlord and Tenant will each appoint a real estate appraiser to extension for an additional period if appraise the then-fair market rental value of the Leased Premises. The two appraisers will meet promptly and attempt to set the then-fair market rental value of the Leased Premises. If they are unable to agree within ten (10) days, they will select a third arbitrator is required appraiser within ten (10) days to set the then fair market rental value of the Leased Premises. Landlord and does not act in Tenant will bear one-half (1/2) of the cost of appointing the third appraiser and of paying the third appraiser's fee. (d) Within ten (10) days after the selection of the third appraiser, a timely mannermajority of the appraisers will set the then-fair market rental value of the Leased Premises. To If a majority of the extent that arbitration has not been completed prior appraisers are unable to set the expiration then-fair market rental value of any preceding period for which Base Monthly Rent has been determinedthe Leased Premises within ten (10) days after selection of the third appraiser, Tenant shall pay Base Monthly Rent at the rate calculated by Landlord, with three appraisals will be averaged and the potential for an adjustment to average will be made once Fair Market Rent is ultimately determined by arbitrationthe then-fair market rental value of the Leased Premises.

Fair Market Rent. Approximately Whenever any provision of this Lease provides that the Fair Market Rent shall be calculated, it shall mean ninety-five percent (95%) of the fair market rent for the Premises as of the commencement of the period in question under market conditions for comparable first class office space (with respect to age, use, quality, location, and amenities) in the Route 128 South market, as well as such annual increases in rent and market concessions (including without limitation free rent and construction allowances) for the period in question as are consistent with then current market conditions. Fair Market Rent shall be determined by agreement between Landlord and Tenant, but if Landlord and Tenant are unable to agree upon the Fair Market Rent within twenty (20) days after the date on which Tenant delivers notice of its exercise of its option to extend under Section 2.5 below, then Landlord and Tenant shall mutually select a real estate professional with at least ten (10) years' continuous experience in the business of appraising or marketing office space in the Stoughton, Massachusetts area (the "Valuation Expert") to resolve the dispute as to the Fair Market Rent. If Landlord and Tenant cannot agree upon the designation of the Valuation Expert within thirty (30) days after receipt of Tenant’s Extension Exercise Noticethe expiration of the foregoing twenty (20) day period, either party may apply to the American Arbitration Association, the Greater Boston Real Estate Board, or any successor thereto, for the designation of a Valuation Expert. Within ten (10) days of the selection of the Valuation Expert, Landlord and Tenant shall notify Tenant in writing each submit to the Valuation Expert a copy of Landlord’s estimate of the Base Monthly Rent for the first year of the applicable extension period, and the estimate of annual increases based upon the Landlord’s determination of the same. For purposes hereof, “its proposed Fair Market Rent” , together with any supporting material. The Valuation Expert shall mean collectivelynot perform his or her own valuation, (1) Base Monthly Rent for the first year of the applicable extension periodbut rather, which shall reflect the then-current rate for renewals of space in comparable Class A buildings (including the Building) in the Sunnyvaleshall, Santa Xxxxx and Mountain View, California submarket (“Comparable Buildings”) in direct transactions with owners of Comparable Buildings (thus excluding any subleases or other indirect transactions), and (2) the annual increases determined at the time Base Monthly Rent for the first year is determined. Within within thirty (30) days after receipt of such notice from Landlordsubmissions, Tenant shall have the right either to (i) accept Landlord’s estimate of Fair Market Rent or (ii) elect to arbitrate select as the Fair Market Rent against Landlord, such arbitration to be conducted pursuant to the provisions hereof. Failure on submission which the part of Tenant to require arbitration of Fair Market Rent within such thirty (30) day period shall constitute acceptance of Valuation Expert concludes most closely and accurately reflects the Fair Market Rent for the applicable extension period. If Tenant elects to compel arbitration, Premises and the parties agree to use good faith efforts to have rental rate set forth in that submission shall be the arbitration concluded within ninety (90) days after the date of Tenant’s election, subject to extension for an additional period if a third arbitrator is required and does not act in a timely manner. To the extent that arbitration has not been completed prior to the expiration of any preceding period for which Base Monthly Rent has been determined, Tenant shall pay Base Monthly Rent at the rate calculated by Landlord, with the potential for an adjustment to be made once Fair Market Rent is ultimately determined by arbitrationfor such Extension Term. The Valuation Expert shall give notice of his or her determination to Landlord and Tenant and such decision shall be final and conclusively binding upon Landlord and Tenant. Each party shall pay the fees and expenses of any real estate professional such party retains and such party's counsel, if any, in connection with any proceeding under this paragraph, and the parties shall split equally the fees and expenses of the Valuation Expert.

Fair Market Rent. Approximately (i) DEFINITION/ESTIMATE. If Tenant does not elect the CPI Adjustment. Formula, the Base Monthly Rent for the applicable Extended Term shall be equal to ninety-five percent (95%) of the market rate for a sixty (60) month term for comparably improved and located space in comparable buildings in the Willows/Marymoor High-Tech/Office Park Market with comparable pass throughs (the undiscounted rate being referred to herein as the "Fair Market Rent"), provided that (i) Fair Market Rent of the Premises shall be valued exclusive of improvements constructed by Tenant pursuant to Section 14, to the extent such improvements have increased the rental value of the Premises from that existing immediately prior to the improvement, and (ii) in no event shall the Base Monthly Rent set pursuant to this Section 30 (d) be less than the Base Monthly Rent (which does not include any Additional Rent pursuant to Section 33) for the last month of the initial Lease term. Landlord's initial estimate of Fair Market Rent shall be deemed the market study set forth in subsection (b) above, or if Landlord has not previously provided such estimate, then Landlord shall provide such an estimate within thirty (30) days of Tenant's notice of election to extend. If Tenant disagrees with such estimate, it shall advise Landlord in writing thereof before thirty (30) days after the later of (i) Tenant's notice of election to extend (if Xxxxxxxx's estimate had previously been provided) or (ii) Xxxxxx's receipt of Tenant’s Extension Exercise NoticeLandlord's estimate. If there is a disagreement on such estimation, Landlord the parties shall notify Tenant in writing of Landlord’s estimate of promptly meet to attempt to resolve their differences. If the Base Monthly Rent for the first year of the applicable extension period, and the estimate of annual increases based upon the Landlord’s determination of the same. For purposes hereof, “differences as to Fair Market Rent” shall mean collectively, (1) Base Monthly Rent for the first year of the applicable extension period, which shall reflect the then-current rate for renewals of space in comparable Class A buildings (including the Building) in the Sunnyvale, Santa Xxxxx and Mountain View, California submarket (“Comparable Buildings”) in direct transactions with owners of Comparable Buildings (thus excluding any subleases or other indirect transactions), and (2) the annual increases determined at the time Base Monthly Rent for the first year is determined. Within are not resolved within thirty (30) days after receipt Xxxxxx's notice of such notice from Landlorddisagreement, Tenant then the parties shall have submit the right either matter to (iarbitration in accordance with the terms of Section 30(d) accept Landlord’s estimate of Fair Market Rent or (ii) elect to arbitrate the Fair Market Rent against Landlord, such arbitration to be conducted pursuant to the provisions hereof. Failure on the part of Tenant to require arbitration of Fair Market Rent within such thirty (30) day period shall constitute acceptance of the Fair Market Rent for the applicable extension period. If Tenant elects to compel arbitration, the parties agree to use good faith efforts to have the arbitration concluded within ninety (90) days after the date of Tenant’s election, subject to extension for an additional period if a third arbitrator is required and does not act in a timely manner. To the extent so that arbitration has not been completed prior to the expiration of any preceding period for which Base Monthly Rent has been determined, Tenant shall pay Base Monthly Rent at the rate calculated by Landlord, with the potential for an adjustment to be made once Fair Market Rent is ultimately determined by arbitrationno later than the first day of the Extended Term.

Fair Market Rent. Approximately Landlord will notify Tenant of its determination of the Fair Market Rent (consistent with the methodology reflected above) for the applicable Extension Period no later than ninety (90) days prior to the commencement date of the applicable Extension Period. If Xxxxxx delivers written notice to Landlord within ten (10) business days after its receipt of Landlord’s determination of Fair Market Rent whereby Tenant disagrees with Landlord’s determination of the Fair Market Rent, Tenant shall include in its notice Tenant’s determination of the Fair Market Rent, and Landlord and Tenant will diligently and in good-xxxxx xxxxxx for a period of thirty (30) days after receipt of Tenant’s Extension Exercise Notice, Landlord shall notify Tenant thereafter (the “Negotiation Period”) in writing of Landlord’s estimate of an attempt to agree on the Base Monthly Rent for the first year of the applicable extension period, and the estimate of annual increases based upon the Landlord’s determination of the same. For purposes hereof, “Fair Market Rent” shall mean collectively, (1) Base Monthly Rent for the first year of the applicable extension period, which shall reflect the then-current rate for renewals of space in comparable Class A buildings (including the Building) in the Sunnyvale, Santa Xxxxx . If Landlord and Mountain View, California submarket (“Comparable Buildings”) in direct transactions with owners of Comparable Buildings (thus excluding any subleases or other indirect transactions), and (2) the annual increases determined at the time Base Monthly Rent for the first year is determined. Within thirty (30) days after receipt of such notice from Landlord, Tenant shall have the right either are unable to (i) accept Landlord’s estimate of Fair Market Rent or (ii) elect to arbitrate agree on the Fair Market Rent against Landlordduring the Negotiation Period, then, within five (5) business days after the expiration of such arbitration to be conducted pursuant period, Landlord and Tenant shall jointly appoint an independent arbitrator (the “Arbitrator”) who shall not have previously been employed by or otherwise worked with either Landlord or Tenant with experience in real estate activities, including at least ten (10) years’ experience serving as a broker, appraiser and/or attorney in leasing transactions involving commercial life sciences laboratory and research space of comparable size and Class A quality to the provisions hereof. Failure on Premises (collectively, the part of “Qualifications”), which Arbitrator shall, within twenty (20) days following the Arbitrator’s appointment, determine and report in writing to Landlord and Tenant to require arbitration of Fair Market Rent within such thirty (30) day period shall constitute acceptance the by selecting either Landlord’s or Tenant’s determination of the Fair Market Rent for the Extension Period, according to whichever of the applicable extension perioddeterminations is closer to the Fair Market Rent, as determined by the Arbitrator. If Landlord and Tenant elects cannot agree on the Arbitrator in accordance with the foregoing, Landlord or Tenant may apply to compel arbitration, the parties agree American Arbitration Association to use good faith efforts appoint the Arbitrator in accordance with the aforementioned criteria. The Arbitrator shall have no discretion other than to have the arbitration concluded within ninety (90) days after the date of select Landlord’s or Tenant’s electiondetermination of the Fair Market Rent as aforesaid. The costs of the Arbitrator shall be shared equally by Landlord and Tenant, subject to extension for an additional period if a third arbitrator is required and does not act each of Landlord and Tenant shall reasonably cooperate with the Arbitrator in a timely mannerproviding documentation and any other reasonable evidence regarding how Landlord or Tenant, as applicable, arrived at its determination of the Fair Market Rent. To If the extent that arbitration has not been completed Renewal Period commences prior to the expiration final determination of any preceding period for which Base Monthly Rent has been determinedthe Fair Market Rent, Tenant shall pay Base Monthly Rent at to Landlord the monthly rate calculated by Landlordin effect immediately prior to the commencement of the applicable Renewal Period, with the potential for an subject to adjustment to be made once Fair Market Rent is ultimately determined by arbitrationupon resolution of such dispute.