Common use of Landlord Delay Clause in Contracts

Landlord Delay. As used herein, (x) “Force Majeure Construction Delay” shall mean acts of God, casualties, natural disasters, strikes, war, terrorist attacks, lockouts, labor disputes or civil commotion, and (y) “Landlord Delay” shall mean a delay in the construction of the Tenant Improvements or Compliance Work resulting directly from the acts or omissions of Landlord, Landlord’s employees, agents, or contractors including, but not limited to (i) failure of Landlord to timely approve or disapprove any plans; (ii) interference by Landlord, its employees, agents or contractors with the completion of the Tenant Improvements or Compliance Work (including the impairment of Tenant’s contractors’ or vendors’ or employees’ access to the Premises for any reason (including due to the presence of Landlord’s contractors, vendors or personnel), failure to provide reasonable access to the Building’s loading docks or other facilities necessary for the construction of the Tenant Improvements or Compliance Work and/or the movement of materials and personnel to the Premises for such purpose) and (iii) delays due to the acts or failures to act of Landlord, its agents or contractors with respect to payment of the Tenant Improvement Allowance. If Tenant contends that a Force Majeure Construction Delay or a Landlord Delay has occurred, Tenant acknowledges and agrees that it has inspected the Building and the Site and in no event shall the physical character or condition of the Building and/or Site existing as of the Effective Date constitute a basis for a Landlord Delay (this agreement does not apply to the failure of any Building component to properly operate). Further, in no event shall any delay of Landlord constitute a Landlord Delay unless such delay results in a full day of delay in the construction of the Tenant Improvements or Compliance Work. Tenant shall notify Landlord in writing (the “Delay Notice”) of the event which constitutes such Force Majeure Construction Delay or Landlord Delay; such notice may be via electronic mail to Landlord’s construction representative described above. Tenant will additionally use reasonable efforts to mitigate the effects of any Force Majeure Construction Delay or Landlord Delay through the re-sequencing or re-scheduling of work, if feasible, but this sentence will not be deemed to require Tenant to incur overtime or after-hours costs unless Landlord agrees in writing to bear such costs. If the actions or inactions or circumstances described in the Delay Notice constitute a Landlord Delay, and are not cured by Landlord within one (1) business day after Landlord’s receipt of the Delay Notice, then a Landlord Delay shall be deemed to have occurred commencing as of the expiration of such one (l)-business day period. The Lease Commencement Date and the Lease Expiration Date will each be delayed on a day for day basis for each day of Force Majeure Construction Delay or Landlord Delay.

Landlord Delay. As used herein, (x) “Force Majeure Construction Delay” shall mean acts of God, casualties, natural disasters, strikes, war, terrorist attacks, lockouts, labor disputes or civil commotion, and (y) The term “Landlord Delay” shall mean a an actual delay in the construction substantial completion of the Tenant Improvements or Compliance Work resulting directly from the acts or omissions of Landlord, Landlord’s employees, agents, or contractors including, but not limited to (i) failure of Landlord to timely approve or disapprove any plansdrawings or plans within the time periods expressly set forth herein unless such failure is due to inadequacies in the drawings or plans submitted to Landlord; (ii) unreasonable and material interference (when judged in accordance with industry custom and practice) by Landlord, its employees, agents or contractors with the completion of the Tenant Improvements or Compliance Work Improvements, provided that it shall not be deemed unreasonable and material interference to the extent the allocation of any resources in question (including the impairment of Tenant’s contractors’ or vendors’ or employees’ access to or use of freight elevators) is equitable amongst the Premises for any reason (including due tenants needing to the presence of Landlord’s contractors, vendors or personnel), failure to provide reasonable access to the Building’s loading docks or other facilities necessary for the construction of the Tenant Improvements or Compliance Work and/or the movement of materials and personnel to the Premises for use such purpose) resources; and (iii) delays due to the acts or failures to act of Landlord, its agents or contractors with respect to payment of the Allowance, in each case unless the same. No Landlord Delay shall be deemed to have occurred unless and until (1) Tenant Improvement Allowance. If has provided written notice to Landlord specifying the action or inaction that Tenant contends that a Force Majeure Construction Delay or a Landlord Delay has occurred, Tenant acknowledges and agrees that it has inspected the Building and the Site and in no event shall the physical character or condition of the Building and/or Site existing as of the Effective Date constitute a basis for constitutes a Landlord Delay (this agreement does not apply to the failure of any Building component to properly operate). Further, in no event shall any delay of Landlord constitute a Landlord Delay unless such delay results in a full day of delay in the construction of the Tenant Improvements or Compliance Work. Tenant shall notify Landlord in writing (the “Delay Notice”) of the event which constitutes such Force Majeure Construction Delay or Landlord Delay; such notice may be via delivered by electronic mail to Landlord’s construction representative described identified in Section 2.5 above), and, (2) if Landlord does not notify Tenant that Landlord disputes the existence of such Landlord Delay but fails to cure any such event or circumstance within two (2) business days following delivery of Tenant’s notice, a Landlord Delay, if applicable, shall be deemed to have occurred commencing as of the date such notice is received and continuing for the number of days the substantial completion of the Premises is in fact delayed as a result of such action or inaction. Tenant will additionally will, however, use reasonable efforts to mitigate the effects of any Force Majeure Construction Delay or Landlord Delay through the re-sequencing or re-scheduling of work, if feasible, but this sentence will not be deemed to require Tenant to incur overtime or after-hours costs unless Landlord agrees in writing to bear such costs. If the actions or inactions or circumstances described in the Delay Notice constitute a Landlord Delay, and are not cured by Landlord within one (1) business day after Landlord’s receipt of the Delay Notice, then a Landlord Delay shall be deemed to have occurred commencing as of the expiration of such one (l)-business day period. The Lease Commencement Date and the Lease Expiration Date will each be delayed on a day for day basis for each day of Force Majeure Construction Delay or Landlord Delay.

Landlord Delay. As used hereinin this Lease, (x) “Force Majeure Construction Delay” shall mean acts of God, casualties, natural disasters, strikes, war, terrorist attacks, lockouts, labor disputes or civil commotion, and (y) “Landlord Delay” shall mean a delay in the construction means any of the Tenant Improvements or Compliance Work resulting directly from the following acts or omissions of Landlord, Landlord that shall actually delay Tenant in the completion of Tenant’s Work (a) Landlord’s employeesfailure to issue any approval within the timeframes required herein; (b) any material error in the Building Plans supplied by Landlord or material variance in the as-built condition of the Building at Landlord Substantial Completion that was not discoverable upon a reasonable review thereof; or (c) from and after Substantial Completion, agents, or contractors including, but not limited to (i) any failure of Landlord to timely approve provide Tenant or disapprove any plans; (ii) interference by Landlord, its employees, agents or contractors with the completion of the Tenant Improvements or Compliance Work (including the impairment of Tenant’s contractors’ or vendors’ or employees’ access to the Leased Premises for any reason (including due the purposes of completing Tenant’s Work; provided as a condition to the presence assertion of Landlord’s contractorsany Landlord Delay, vendors or personnel)Tenant must notify Landlord within five (5) Business Days after it becomes aware of any alleged Landlord Delay, failure to provide reasonable access to the Building’s loading docks or other facilities necessary for the construction which Notice will contain a description of the Tenant Improvements or Compliance Work and/or Landlord Delay, as well as the movement of materials and personnel to the Premises for such purpose) and (iii) delays due to the acts or failures to act of Landlord, its agents or contractors with respect to payment expected duration of the Tenant Improvement AllowanceLandlord Delay. If Tenant contends that a Force Majeure Construction Delay such action, inaction or a Landlord Delay has occurred, Tenant acknowledges and agrees that it has inspected the Building and the Site and in no event shall the physical character or condition of the Building and/or Site existing as of the Effective Date constitute a basis for a Landlord Delay (this agreement does not apply to the failure of any Building component to properly operate). Further, in no event shall any delay of Landlord constitute a Landlord Delay unless such delay results in a full day of delay in the construction of the Tenant Improvements or Compliance Work. Tenant shall notify Landlord in writing (the “Delay Notice”) of the event which constitutes such Force Majeure Construction Delay or Landlord Delay; such notice may be via electronic mail to Landlord’s construction representative described above. Tenant will additionally use reasonable efforts to mitigate the effects of any Force Majeure Construction Delay or Landlord Delay through the re-sequencing or re-scheduling of work, if feasible, but this sentence will not be deemed to require Tenant to incur overtime or after-hours costs unless Landlord agrees in writing to bear such costs. If the actions or inactions or circumstances circumstance described in the Delay Notice constitute a Landlord Delay, and are is not cured by Landlord Tenant within one two (12) business day Business Days after Landlord’s receipt of the Delay Noticesuch Notice and if such action, inaction or circumstance otherwise qualifies as a Landlord Delay, then a the Landlord Delay shall be conclusively deemed to have occurred commencing as of the expiration date of Landlord’s receipt of the Notice and ending as of the date such one (l)-business day perioddelay ends. The Lease Commencement Date and Tenant’s failure to so notify Landlord shall not be deemed a waiver of Tenant’s rights hereunder, however, in such case, the Lease Expiration Date will each burden of proof shall be delayed on a day for day basis for each day of Force Majeure Construction Delay or Tenant to establish any such Landlord Delay.

Landlord Delay. As The term "Landlord Delay" as used herein, (x) “Force Majeure Construction Delay” in this Lease shall mean acts of God, casualties, natural disasters, strikes, war, terrorist attacks, lockouts, labor disputes or civil commotion, and (y) “Landlord Delay” shall mean a -------------- any delay in the construction completion of work which is due to any act or omission of Landlord (wrongful, negligent or otherwise), its employees, agents or contractors (including acts or omissions while acting as agent or contractor for Tenant). The term Landlord Delay shall include, but shall not be limited to, any of the following, to the extent that such act or omission of Landlord actually delays Tenant in the completion of the Tenant Improvements or Compliance Work resulting directly from the acts or omissions of Landlord, Landlord’s employees, agents, or contractors including, but not limited to Improvements: (i) failure delay in the giving of authorizations or approvals by Landlord to timely approve or disapprove beyond any plansperiod specified in the Lease; (ii) interference by delay attributable to the acts or failure to act, whether willful, negligent or otherwise, of Landlord, its employeesagents or contractors, where such acts or failures to act delay the completion of the Tenant Improvements; or (iii) delay attributable to the interference of Landlord, its agents or contractors with the completion of the Tenant Improvements or Compliance Work (including the impairment failure or refusal of any such part to permit Tenant’s contractors’ or vendors’ or employees’ access to the Premises for any reason (including due to the presence of Landlord’s contractors, vendors or personnel), failure to provide reasonable access to the Building’s loading docks or other facilities necessary for the construction of the Tenant Improvements or Compliance Work and/or the movement of materials and personnel to the Premises for such purpose) and (iii) delays due to the acts or failures to act of Landlord, its agents or contractors with respect contractors, access to payment of the Tenant Improvement Allowance. If Tenant contends that a Force Majeure Construction Delay or a Landlord Delay has occurred, Tenant acknowledges and agrees that it has inspected the Building and the Site and in no event shall the physical character or condition use of the Building and/or Site existing as or any Building facilities or services, including loading docks, which access and use are required for the orderly and continuous performance of the Effective Date constitute a basis for a Landlord Delay (this agreement does not apply work necessary to the failure of any Building component to properly operate). Further, in no event shall any delay of Landlord constitute a Landlord Delay unless such delay results in a full day of delay in the construction of complete the Tenant Improvements or Compliance WorkImprovements. Tenant shall notify give Landlord in writing (the “Delay Notice”) written notice of the event which constitutes such Force Majeure Construction Delay or any alleged Landlord Delay; such notice may be via electronic mail to Landlord’s construction representative described above. Tenant will additionally use reasonable efforts to mitigate the effects of any Force Majeure Construction Delay or Landlord Delay through the re-sequencing or re-scheduling of work, if feasible, but this sentence will not be deemed to require Tenant to incur overtime or after-hours costs unless Landlord agrees in writing to bear such costs. If the actions or inactions or circumstances described in the giving rise to such Landlord Delay Notice constitute a Landlord Delay, and are not cured by Landlord within one (1) business day after Landlord’s of the date of receipt of such notice, and Tenant is, in fact, delayed in its completion of the Delay NoticeImprovements by the alleged event, then a Landlord Delay such event shall be deemed to have occurred commencing as a "Landlord Delay" for the purposes of this Lease and the expiration of such Commencement Date shall be delayed one (l)-business 1) day period. The Lease Commencement Date and the Lease Expiration Date will each be delayed on a day for day basis for each day of Force Majeure Construction Delay or Landlord Delay.

Landlord Delay. As used herein, (x) “Force Majeure Construction Delay” shall mean acts of God, casualties, natural disasters, strikes, war, terrorist attacks, lockouts, labor disputes or civil commotion, and (y) A “Landlord Delay” shall mean a means any actual delay in the permitting, construction of the Tenant Improvements or Compliance Work resulting directly from the acts or omissions of Landlord, Landlord’s employees, agents, or contractors including, but not limited to (i) failure of Landlord to timely approve or disapprove any plans; (ii) interference by Landlord, its employees, agents or contractors with the completion of the Tenant Improvements or Compliance equipment to be installed by Tenant which actually and directly delays Substantial Completion of the Tenant Improvements beyond the date set forth in Paragraph 2.4(c) of the Lease (as such date may be extended pursuant to Paragraph 2.4(c) of the Lease), which (a) is not caused by Force Majeure, and (b) is caused by (i) Landlord’s breach of this Work Letter, (including ii) Landlord’s changes to the impairment Final Base Building Plans as approved by the City of Santa Xxxxx other than as required solely by the City of Santa Xxxxx, (iii) any alterations, improvements or work required due to a governmental agency requiring remediation of any Hazardous Materials on or about the Property not released by Tenant or any of the Tenant Parties, or (iv) any other interference with Tenant’s contractors’ or vendors’ or employees’ access to the Premises for any reason (including due to the presence of Landlord’s contractors, vendors or personnel), failure to provide reasonable access to the Building’s loading docks or other facilities necessary for the construction Substantial Completion of the Tenant Improvements or Compliance Work and/or placement of furniture, fixtures or equipment in the movement of materials and personnel to the Leased Premises for such purpose) and (iii) delays due to the caused by acts or failures to act omissions of Landlord, Landlord or its agents or contractors with respect to payment contractors. For the purposes of this Paragraph 6 only, the Tenant Improvement Allowance. If Tenant contends term “Substantial Completion” means that a Force Majeure Construction Delay or a Landlord Delay has occurred, Tenant acknowledges and agrees that it has inspected the Building and the Site and in no event shall the physical character or condition of the Building and/or Site existing as of the Effective Date constitute a basis for a Landlord Delay (this agreement does not apply to the failure of any Building component to properly operate). Further, in no event shall any delay of Landlord constitute a Landlord Delay unless such delay results in a full day of delay in the construction of the Tenant Improvements or Compliance Work. Tenant shall notify Landlord in writing (have been substantially completed pursuant to the “Delay Notice”) details of the event Final Tenant Improvement Plans but for punch list items which constitutes such Force Majeure Construction Delay or Landlord Delay; such notice may be via electronic mail to Landlorddon’t materially and adversely affect Tenant’s construction representative described above. Tenant will additionally use reasonable efforts to mitigate the effects of any Force Majeure Construction Delay or Landlord Delay through the re-sequencing or re-scheduling of work, if feasible, but this sentence will not be deemed to require Tenant to incur overtime or after-hours costs unless Landlord agrees in writing to bear such costs. If the actions or inactions or circumstances described in the Delay Notice constitute a Landlord Delay, and are not cured by Landlord within one (1) business day after Landlord’s receipt of the Delay NoticeLeased Premises and a temporary certificate of occupancy for the Leased Premises has been issued by the City of Santa Xxxxx. In the event Landlord Delays occur, then a Landlord Delay shall be deemed to have occurred commencing as of the expiration of such one (l)-business day period. The Lease Commencement Date and the Lease Expiration Date will each shall be delayed by on a day for day basis for each day of Force Majeure Construction Delay or such Landlord Delay.Delays. Building G

Landlord Delay. As The term "Landlord Delay" as used herein, (x) “Force Majeure Construction Delay” in the Lease or this Tenant Work Letter shall mean acts any delay in the design and/or construction of Godthe Tenant Improvements or Tenant's move-in into the Premises which is due to any act (wrongful, casualtiesnegligent or otherwise) or negligent omission of Landlord, natural disastersits agents or contractors. The term Landlord Delay shall include, strikesbut shall not be limited to any: (1) delay in the giving of authorizations or approvals by Landlord; (2) Intentionally Deleted; (3) delay attributable to the interference of Landlord, warits agents or contractors with the design of the Tenant Improvements or the failure or refusal of any such party to permit Tenant, terrorist attacksits agents or contractors, lockoutsreasonable access to the Building or any Building facilities or services, labor disputes or civil commotionincluding freight elevators, passenger elevators, and loading docks, which access and use are required for the orderly and continuous performance of the work necessary for Tenant to complete its move-in into the Premises; (y4) “delay attributable to Landlord giving Tenant incorrect or incomplete Base Building Plans, or revisions made to such Base Building Plans subsequent to the delivery of such items to Tenant (collectively, "Incomplete Plans"); provided, however, that if a condition exists which causes the Base Building Plans to be incomplete or in error and such error or omission could have been discovered had Tenant (or its Contractor, Architect or project manager) conducted a visual inspection which did not require the penetration of a wall, column, floor or ceiling, then such error or omission shall not be deemed a Landlord Delay” ; (5) failure by Landlord in delivery of the Building in the Required Condition on or before October 1, 1998; (6) delay attributable to Landlord's failure to allow Tenant sufficient access to the Building and/or the Premises during the construction of the Tenant Improvements and/or to allow Tenant to move into the Premises over one (1) weekend; (7) delay by Landlord in administering and paying when due the Tenant Improvement Allowance (in which case, in addition to such delay being deemed a Landlord Delay, Tenant shall mean have the right to stop the design of the Tenant Improvements); (8) delay caused by the failure of the Base Building to comply with the ADA and all other laws applicable to new construction, disregarding variances and grandfathered rights (in which case, in addition to such delay being deemed a delay Landlord Delay, Landlord shall perform such work upon receipt of notice from Tenant); and (9) delays caused by the construction or completion of Landlord's Work subsequent to October 1, 1998. Notwithstanding anything to the contrary above, Tenant shall be entitled to priority use of the freight elevator to assist Tenant in the construction of the Tenant Improvements or Compliance Work resulting directly from the acts or omissions of Landlord, Landlord’s employees, agents, or contractors including, but not limited to (i) failure of Landlord to timely approve or disapprove any plans; (ii) interference by Landlord, its employees, agents or contractors with the completion of the Tenant Improvements or Compliance Work (including the impairment installation of Tenant’s contractors’ or vendors’ or employees’ access to 's furniture, fixtures and equipment. In the Premises for any reason (including due to the presence of Landlord’s contractors, vendors or personnel), failure to provide reasonable access to the Building’s loading docks or other facilities necessary for the construction of the Tenant Improvements or Compliance Work and/or the movement of materials and personnel to the Premises for such purpose) and (iii) delays due to the acts or failures to act of Landlord, its agents or contractors with respect to payment of the Tenant Improvement Allowance. If Tenant contends event that a Force Majeure Construction Delay or a Landlord Delay has occurred, Tenant acknowledges and agrees that it has inspected the Building and the Site and in no event shall the physical character or condition of the Building and/or Site existing as of the Effective Date constitute a basis for a Landlord Delay (this agreement does not apply to the provide Tenant with such priority access or reasonable alternative elevator access, such failure of any Building component to properly operate). Further, in no event shall any delay of Landlord constitute a Landlord Delay unless such delay results in a full day of delay in the construction of the Tenant Improvements or Compliance Work. Tenant shall notify Landlord in writing (the “Delay Notice”) of the event which constitutes such Force Majeure Construction Delay or Landlord Delay; such notice may be via electronic mail to Landlord’s construction representative described above. Tenant will additionally use reasonable efforts to mitigate the effects of any Force Majeure Construction Delay or Landlord Delay through the re-sequencing or re-scheduling of work, if feasible, but this sentence will not be deemed to require Tenant to incur overtime or after-hours costs unless Landlord agrees in writing to bear such costs. If the actions or inactions or circumstances described in the Delay Notice constitute a Landlord Delay, and are not cured by Landlord within one (1) business day after Landlord’s receipt of the Delay Notice, then a Landlord Delay shall be deemed to have occurred commencing as of the expiration of such one (l)-business day period. The Lease Commencement Date and the Lease Expiration Date will each be delayed on a day for day basis for each day of Force Majeure Construction Delay or Landlord Delay.

Landlord Delay. As used hereinSubject to the terms and conditions of this Section 7, (x) “Force Majeure Construction Delay” shall mean acts of God, casualties, natural disasters, strikes, war, terrorist attacks, lockouts, labor disputes or civil commotion, and (y) “Landlord Delay” shall mean a delay in to the construction of the Tenant Improvements or Compliance Work resulting directly from the acts or omissions of Landlord, Landlord’s employees, agents, or contractors including, but not limited to (i) failure of Landlord to timely approve or disapprove any plans; (ii) interference by Landlord, its employees, agents or contractors with the extent completion of the Tenant Improvements is actually delayed by (i) the failure of Landlord to approve or Compliance Work disapprove the Final Working Drawings or revisions thereto within the time periods specified herein, or (including ii) the impairment of interference by Landlord or its agents, employees or contractors with Tenant’s contractors’ construction or vendors’ or employees’ access to the Premises for (but excluding any reason (including due to delay caused by the presence good faith exercise of Landlord’s contractorsrights hereunder, vendors including, without limitation, the right to require correction of faulty work or personnelwork not conforming with the Approved Working Drawings (“Landlord Delay”), failure Tenant shall be entitled to provide reasonable access to the Building’s loading docks or other facilities necessary a one (1) day abatement of Base Rent for the construction of the Tenant Improvements or Compliance Work and/or the movement of materials and personnel to the Premises for such purpose) and (iii) delays due to the acts or failures to act of Landlord, its agents or contractors with respect to payment of the Tenant Improvement Allowance. If Tenant contends that a Force Majeure Construction Delay or each full day in which a Landlord Delay has occurred. Notwithstanding any provision in the foregoing to the contrary, Tenant acknowledges and agrees that it has inspected the Building and the Site and in for purposes of computing Landlord Delay, no event shall the physical character or condition period of the Building and/or Site existing as of the Effective Date constitute a basis for a Landlord Delay (this agreement does not apply to the failure of any Building component to properly operate). Further, in no event shall any delay of Landlord constitute a Landlord Delay unless such delay results in a full day of delay in the construction of the Tenant Improvements or Compliance Work. commence until Tenant shall notify have provided written notice to Landlord in writing (specifying the “Delay Notice”) of the event which constitutes facts and circumstances alleged to constitute such Force Majeure Construction Delay or Landlord Delay; such notice may be via electronic mail to Landlord’s construction representative described above. Tenant will additionally use reasonable efforts to mitigate the effects of any Force Majeure Construction Delay or Landlord Delay through the re-sequencing or re-scheduling of work, if feasible, but this sentence will not be deemed to require Tenant to incur overtime or after-hours costs unless Landlord agrees in writing to bear such costs. If the actions or inactions or circumstances described in the Delay Notice constitute a Landlord Delay, and are not cured by Landlord within one the same shall continue without cure or correction for two (12) business day after days following such notice. Tenant shall use commercially reasonable efforts to adapt and compensate for any Landlord Delay. THIS CONFIRMATION AGREEMENT is entered into as of , 20 by and between CarrAmerica Realty Operating Partnership, L.P., a Delaware limited partnership (“Landlord’s receipt ”), and PORTALPLAYER, INC., a Delaware corporation (“Tenant”), with respect to that certain Lease dated as of March 15, 2005 (the “Lease”) respecting certain premises (the “Premises”) commonly known as 70 Xxxxxxxx Xxxxx, Xxx Xxxx, Xxxxxxxxxx. Pursuant to Section 1.1 of the Delay NoticeLease, then a Landlord Delay and Tenant hereby confirm and agree that the Commencement Date (as defined in the Lease) is , 20 and that the Termination Date (as defined in the Lease) is , 20 . This Confirmation Agreement supplements, and shall be deemed to have occurred commencing as of a part of, the expiration of such one (l)-business day period. The Lease Commencement Date and the Lease Expiration Date will each be delayed on a day for day basis for each day of Force Majeure Construction Delay or Landlord DelayLease.

Landlord Delay. As used herein, (x) “Force Majeure Construction Delay” shall mean acts of God, casualties, natural disasters, strikes, war, terrorist attacks, lockouts, labor disputes or civil commotion, and (y) “Landlord Delay” shall mean a means any delay in the construction of the Tenant Improvements or Compliance Work resulting directly from the acts or omissions of Landlord, Landlord’s employees, agents, or contractors including, but not limited to (i) failure of Landlord to timely approve or disapprove any plans; (ii) interference by Landlord, its employees, agents or contractors with the completion of the Tenant Initial Improvements or Compliance Work (including the impairment of Tenant’s contractors’ or vendors’ or employees’ access to the Premises for any reason (including Work which is due to the presence any act or omission of Landlord’s contractorsLandlord (wrongful, vendors negligent or personnelotherwise), failure its agents or contractors; provided, however, Tenant shall give notice (a “Landlord Delay Notice”) to provide reasonable access Landlord of any delay constituting a Landlord Delay and Landlord shall have two (2) Business Days following receipt of such Landlord Delay Notice to cure such delay before a Landlord Delay is deemed to have occurred. If Tenant fails to give such written notice or if Landlord cures the Buildingdelay specified by Tenant in its written notice within three (3) Business Days following receipt of such notice, Tenant shall be deemed to have waived Tenant’s loading docks right to claim any such Landlord Delay and any potential relief or other facilities necessary for remedy arising therefrom. The term Landlord Delay shall include, but shall not be limited to any: (1) delay in the construction giving of the Tenant Improvements authorizations or Compliance Work and/or the movement of materials and personnel to the Premises for such purposeapprovals by Landlord; (2) and (iii) delays due delay attributable to the acts or failures to act, whether willful, negligent or otherwise, of Landlord, its agents or contractors, where such acts or failures to act delay the completion of the Initial Improvements or Tenant’s Work; (3) delay attributable to the interference of Landlord, its agents or contractors with respect the completion of Initial Improvements or Tenant’s Work or the failure or refusal of any such party to payment permit Tenant, its agents or contractors, access to and use of the Tenant Improvement Allowance. If Tenant contends that a Force Majeure Construction Delay or a Landlord Delay has occurredBuilding, Tenant acknowledges which access and agrees that it has inspected use are required for the Building orderly and the Site and in no event shall the physical character or condition continuous performance of the Building and/or Site existing as of the Effective Date constitute a basis for a Landlord Delay work necessary to complete Initial Improvements or Tenant’s Work; and (this agreement does not apply to the failure of any Building component to properly operate). Further, in no event shall 4) any delay of Landlord constitute a Landlord Delay unless such delay results in a full day of delay in the construction of the Tenant Improvements or Compliance Work. Tenant shall notify Landlord in writing (the “Delay Notice”) of the event which constitutes such Force Majeure Construction Delay or Landlord Delay; such notice may be via electronic mail attributable to Landlord’s construction representative described abovedelay in delivering possession of the Premises to Tenant. Tenant will additionally use reasonable efforts to mitigate In the effects event of any Force Majeure Construction Delay or Landlord Delay through the re-sequencing or re-scheduling of work, if feasible, but this sentence will not be deemed to require caused by Tenant to incur overtime or after-hours costs unless Landlord agrees in writing to bear such costs. If the actions or inactions or circumstances described in the Delay Notice constitute a Landlord Delay, and are not cured by Landlord within one (1) business day after Landlord’s receipt which delays completion of the Delay NoticeInitial Improvements or Tenant’s Work, then a such Landlord Delay shall be deemed extends the Free Rent Basic Rent Period for a period equal to have occurred commencing as the duration of the expiration of such one (l)-business day period. The Lease Commencement Date and act, occurrence or omission that constitutes the Lease Expiration Date will each be delayed on a day for day basis for each day of Force Majeure Construction Delay or Landlord Delay.

Landlord Delay. The Commencement Date specified in Section 1.2.2(ii) of the Basic Lease Information shall be extended by the number of days of delay of the substantial completion of the Tenant Improvements in the Premises to the extent caused by a “Landlord Delay,” as that term is defined, below. As used herein, (x) “Force Majeure Construction Delay” shall mean acts of God, casualties, natural disasters, strikes, war, terrorist attacks, lockouts, labor disputes or civil commotion, and (y) the term “Landlord Delay” shall mean a delay in the construction of the Tenant Improvements or Compliance Work resulting directly from the acts or omissions of Landlord, Landlord’s employees, agents, or contractors including, but not limited to (i) failure of Landlord to timely deliver the Premises for Tenant’s construction or to timely approve or disapprove any plansConstruction Drawings; (ii) unreasonable and material interference by Landlord, its employeesagents, agents employees or contractors with the substantial completion of the Tenant Improvements and which objectively preclude construction of tenant improvements in the Building by any person, which interference relates to access by Tenant, its agents and contractors to the Building or Compliance Work any Building facilities (including the impairment of Tenant’s contractors’ loading docks, if any, and freight elevators) or vendors’ or employees’ access to the Premises for any reason service (including due to parking areas as provided herein) during normal construction hours, or the presence of Landlord’s contractors, vendors use thereof during normal construction hours; or personnel), failure to provide reasonable access to the Building’s loading docks or other facilities necessary for the construction of the Tenant Improvements or Compliance Work and/or the movement of materials and personnel to the Premises for such purpose) and (iii) delays due to the acts or failures to act of Landlord, its agents agents, employees or contractors with respect to payment of the Allowance and any cessation of work upon the Tenant Improvement AllowanceImprovements as a result thereof. If Tenant contends that a Force Majeure Construction Delay or Notwithstanding anything to the contrary contained herein, a Landlord Delay has occurred, Tenant acknowledges and agrees that it has inspected the Building and the Site and in no event shall the physical character or condition not include any of the Building and/or Site existing as foregoing delays to the extent caused by the acts, omissions, or misconduct of the Effective Date constitute a basis for a Tenant or Tenant’s Agents. No Landlord Delay (this agreement does not apply shall be deemed to have occurred unless Tenant has given Landlord written notice that an act or omission on the failure of any Building component to properly operate). Further, in no event shall any delay part of Landlord constitute or its agents is about to occur or has occurred which will cause a Landlord Delay unless such delay results in a full day of delay in the construction completion of the Tenant Improvements or Compliance Work. Tenant shall notify and Landlord in writing (the “Delay Notice”) of the event which constitutes has failed to cure such Force Majeure Construction Delay or Landlord Delay; such notice may be via electronic mail to Landlord’s construction representative described above. Tenant will additionally use reasonable efforts to mitigate the effects of any Force Majeure Construction Delay or Landlord Delay through the re-sequencing or re-scheduling of work, if feasible, but this sentence will not be deemed to require Tenant to incur overtime or after-hours costs unless Landlord agrees in writing to bear such costs. If the actions or inactions or circumstances described in the Delay Notice constitute a Landlord Delay, and are not cured by Landlord delay within one (1) business day after Landlord’s receipt of such notice, in which case the Delay Notice, then number of days of delay after such notice shall be a Landlord Delay shall be deemed to have occurred commencing as Delay. _____________________, 20__ To: ________________ _______________________ _______________________ _______________________ Re: Office Lease (the “Lease”) dated ______________, 20____, between BRE CA Office Owner LLC, a Delaware limited liability company (“Landlord”), and KURA ONCOLOGY, INC., a Delaware corporation (“Tenant”), concerning Suite 400 on the 4th floor of the expiration building located at 00000 Xxxx Xxxxx Xxxxx, Xxx Xxxxx, Xxxxxxxxxx. Lease ID: _____________________________ Business Unit Number: __________________ Dear _________________: In accordance with the Lease, Tenant accepts possession of such one (l)-business day period. The Lease the Premises and confirms that the Commencement Date is _____________, and the Lease Expiration Date will each be delayed on a day for day basis for each day is _______________. Please acknowledge the foregoing by signing all 3 counterparts of Force Majeure Construction Delay or Landlord Delaythis letter in the space provided below and returning 2 fully executed counterparts to my attention. Please note that, pursuant to Section 2.1 of the Lease, Tenant is required to execute and return (or, by notice to Landlord, reasonably object to) this letter within 10 business days after receiving it.

Landlord Delay. As used hereinin the Lease, (x) “Force Majeure Construction Delay” each of the following shall mean acts of God, casualties, natural disasters, strikes, war, terrorist attacks, lockouts, labor disputes or civil commotion, and (y) “constitute a "Landlord Delay” shall mean " to the extent Tenant is actually delayed in completing the Tenant Improvement Work as a delay direct result of: (i) Landlord's failure to comply with any deadline specified in this Exhibit B-3 or elsewhere in the Lease with respect to Tenant's construction of the Tenant Improvements or Compliance Improvement Work resulting directly from and/or the acts or omissions of LandlordTenant Plans and Specifications, Landlord’s employees, agents, or contractors including, but not limited to (i) failure of Landlord to timely approve or disapprove any plans; (ii) interference by Landlord, its employees, agents or contractors with the completion 's failure to pay when due any portion of the Construction Allowance for which Tenant Improvements has timely and properly submitted its request pursuant to the provisions of this Exhibit B-3, (iii) Landlord’s or Compliance Work its contractors’, subcontractors', material suppliers' or vendors' unreasonable interference with, or failure to cooperate [as required in Section 3(d), below] with, Tenant and the Leasehold Contractor, (including iv) any other event expressly deemed to be a Landlord Delay pursuant to the impairment terms of the Lease and (v) any interruption or delay in Tenant’s contractors’ or vendors’ or employees’ access to the Premises for any reason (including due to the presence of Landlord’s contractors, vendors or personnel), failure to provide reasonable access to the Building’s loading docks or other facilities necessary for the construction of the Tenant Improvements Improvement Work or Compliance Work and/or in Tenant’s obtaining a certificate of occupancy (or equivalent) for the movement of materials and personnel to the Leased Premises for such purpose) and (iii) delays due to the acts or failures to act of Landlord, its agents or contractors with respect to payment of the Tenant Improvement Allowance. If Tenant contends that a Force Majeure Construction Delay or a Landlord Delay has occurred, Tenant acknowledges and agrees that it has inspected the Building and the Site and in no event shall the physical character or condition of the Building and/or Site existing as of the Effective Date constitute a basis for a Landlord Delay (this agreement does not apply to caused by the failure of the Base Building Structure and systems to comply with applicable law or any Building component to properly operate). Further, in no event shall any delay other violation of Landlord constitute a Landlord Delay unless such delay results in a full day of delay in the construction of the Tenant Improvements or Compliance Workapplicable law by Landlord. Tenant shall notify Landlord Landlord’s Authorized Representative (in writing (the “Delay Notice”) and including an identification of the event which constitutes cause of such Force Majeure Construction Delay or delay with reasonable specificity) promptly upon Tenant's becoming aware of the existence of any such delay and, notwithstanding the preceding sentence, if Tenant fails to so notify Landlord’s Authorized Representative (in writing) as soon as reasonably practicable after becoming aware thereof, then, to the extent that timely notice would have mitigated the effects of such delay, any period of delay prior to such notice shall not constitute Landlord Delay; such provided, however, that no notice may shall be via electronic mail required with respect to any Landlord Delay caused by clause (i) above (i.e., Landlord’s construction representative described above's failure to timely comply with deadlines). Tenant will additionally agrees to use good faith reasonable efforts to mitigate counter the effects effect of any Force Majeure Construction Delay or Landlord Delay through the re-sequencing or re-scheduling of workDelay; however, if feasible, but this sentence will Tenant shall not be deemed obligated to require Tenant to incur expend any additional amounts in such efforts (e.g., by employing overtime or after-hours costs labor) unless Landlord agrees in writing advance to bear any incremental cost associated with such costs. If the actions efforts (whether or inactions or circumstances described in the Delay Notice constitute a Landlord Delay, and not such efforts are not cured by Landlord within one (1) business day after Landlord’s receipt of the Delay Notice, then a Landlord Delay shall be deemed to have occurred commencing as of the expiration of such one (l)-business day period. The Lease Commencement Date and the Lease Expiration Date will each be delayed on a day for day basis for each day of Force Majeure Construction Delay or Landlord Delayultimately successful).

Landlord Delay. As used herein, (x) “Force Majeure Construction Delay” shall mean acts of God, casualties, natural disasters, strikes, war, terrorist attacks, lockouts, labor disputes or civil commotion, and (y) “Landlord Delay” shall mean a any delay incurred by Tenant in the design and construction of the its Tenant Improvements or Compliance Work resulting directly from its move into the acts or omissions of Landlord, Landlord’s employees, agents, or contractors including, but not limited to Premises caused by (i) Landlord’s failure of Landlord to timely approve the Space Plan or disapprove Working Drawings or any plansrevisions to either the Space Plan or Working Drawings within the time periods specified in Section 30(c) below; (ii) interference by Landlord, its employees, agents deficiencies in the Base Building Work or contractors failure of the Base Building Work to substantially comply with the completion of the Tenant Improvements or Compliance Work (including the impairment of Tenant’s contractors’ or vendors’ or employees’ access to the Premises for any reason (including due to the presence of Landlord’s contractors, vendors or personnel), failure to provide reasonable access to the Building’s loading docks or other facilities necessary for the construction of the Tenant Improvements or Compliance Work and/or the movement of materials and personnel to the Premises for such purpose) and Building Plans; (iii) delays due any material breach by Landlord or any of the Landlord Parties of any provision of this Lease; (iv) any other delay to the extent requested or caused by Landlord or the Landlord Parties; delay in the giving of authorizations or approvals by Landlord; (v) delay attributable to the acts or failures to act act, whether willful, negligent or otherwise, of Landlord, its agents or contractors; (vi) delay attributable to the interference of Landlord, its agents or contractors with respect to payment of the Tenant Improvement Allowance. If Tenant contends that a Force Majeure Construction Delay or a Landlord Delay has occurred, Tenant acknowledges and agrees that it has inspected the Building and the Site and in no event shall the physical character or condition of the Building and/or Site existing as of the Effective Date constitute a basis for a Landlord Delay (this agreement does not apply to the failure of any Building component to properly operate). Further, in no event shall any delay of Landlord constitute a Landlord Delay unless such delay results in a full day of delay in the construction design of the Tenant Improvements or Compliance Work. the failure or refusal of any such party to permit Tenant, its agents or contractors, access to and priority use of the Building or any Building facilities or services, including freight elevators, passenger elevators, and loading docks, which access and use are required for the orderly and continuous performance of the work necessary for Tenant shall notify to complete its move in into the Premises during the Construction Period; (vii) delay by Landlord in writing (the “Delay Notice”) substantial completion of the event which constitutes such Force Majeure Construction Delay or Landlord DelayBase Building Work prior to the commencement of the move into the Premises; such notice may be via electronic mail (viii) delay attributable to Landlord’s construction representative described above. failure to allow Tenant will additionally use reasonable efforts sufficient access to mitigate the effects of any Force Majeure Construction Delay or Landlord Delay through Building and/or the re-sequencing or re-scheduling of work, if feasible, but this sentence will not be deemed Premises to require Tenant to incur overtime or after-hours costs unless Landlord agrees in writing to bear such costs. If move into the actions or inactions or circumstances described in the Delay Notice constitute a Landlord Delay, and are not cured by Landlord within Premises over one (1) business day after Landlord’s receipt weekend; and (ix) delay caused by the failure of the Delay Noticebase Building to comply with the ADA; provided, then a however, that no such Landlord Delay shall be deemed to have occurred commencing as of unless and until the expiration of matter giving rise to such claimed Landlord Delay is not cured within one (l)-business 1) business day period. The following Landlord’s receipt of written notice thereof (provided, however, that notwithstanding anything to the contrary in this Lease Commencement Date and as to the Lease Expiration Date will each manner of giving notices, such notice shall be delayed on a day for day basis for each day of Force Majeure Construction Delay or Landlord Delaygiven by facsimile to (000) 000-0000).

Landlord Delay. As used herein, (x) “Force Majeure Construction Delay” shall mean acts of God, casualties, natural disasters, strikes, war, terrorist attacks, lockouts, labor disputes or civil commotion, and (y) The term “Landlord Delay” shall mean a is any actual delay in the construction of the Tenant Improvements or Compliance Work resulting directly from the acts or omissions of Landlord, Landlord’s employees, agents, or contractors including, but not limited to (i) failure of Landlord to timely approve or disapprove any plans; (ii) interference by Landlord, its employees, agents or contractors with the completion of the Tenant Improvements or Compliance issuance of a permit allowing Tenant to legally occupy the Premises to the extent caused by or attributable to (i) Landlord’s failure to achieve Substantial Completion by the Anticipated Completion Date for Landlord’s Work (provided that such failure is not attributable to Tenant Delay), (ii) a willful or negligent act or omission of Landlord or Landlord’s contractors which interferes with the completion of the Tenant Improvements, (iii) Landlord’s failure to take any action prior to any express deadline for taking such action (including the impairment of failure to timely pay any amounts owed to Tenant’s contractors’ ) as set forth in this Lease or vendors’ or employees’ access to the Premises for any reason Work Letter, (including due to the presence of iv) Landlord’s contractors, vendors or personnel), failure to provide reasonable access to the Building’s loading docks or other facilities necessary for the construction of the Tenant Improvements or Compliance Work and/or the movement of materials and personnel to the Premises for such purpose) and (iii) delays due to the acts or failures act reasonably where Landlord is required to act reasonably under the terms of Landlordthis Lease, its agents or contractors with respect to payment of the Tenant Improvement Allowance. If Tenant contends that a Force Majeure Construction Delay or a Landlord Delay has occurred, Tenant acknowledges and agrees that it has inspected the Building and the Site and in no event shall the physical character or condition of the Building and/or Site existing as of the Effective Date constitute a basis for a Landlord Delay (this agreement does not apply to the failure of v) any Building component to properly operate). Further, in no event shall any delay of Landlord constitute a Landlord Delay unless such delay results in a full day of delay defect in the construction of the base, shell or core of the Building or Landlord’s Work, (vi) the failure of the base, shell or core of the Building or Landlord’s Work to be constructed in accordance with Applicable Laws and/or in accordance with Schedule 1 attached to the Work Letter, or (vii) any other act or omission of Landlord or any Landlord Parties, which materially interferes with Tenant’s ability to perform the Tenant Improvements. Landlord acknowledges that the length of any Landlord Delay is to be measured by the duration of the delay in completion of the Tenant Improvements or Compliance Work. Tenant shall notify Landlord in writing (the “Delay Notice”) of caused by the event which constitutes such Force Majeure Construction Delay or conduct constituting Landlord Delay; , which may exceed the duration of such notice may be via electronic mail event or conduct due to Landlordthe necessity of rescheduling work or other causes. This Lease sets forth Tenant’s construction representative described above. Tenant will additionally use reasonable efforts to mitigate the effects of any Force Majeure Construction Delay or Landlord Delay through the re-sequencing or re-scheduling of work, if feasible, but this sentence will not be deemed to require Tenant to incur overtime or after-hours costs unless Landlord agrees in writing to bear such costs. If the actions or inactions or circumstances described in the Delay Notice constitute sole and exclusive remedies for a Landlord Delay, and are not cured by Landlord within one (1) business day after Landlord’s receipt of the Delay Notice, then a Landlord Delay shall be deemed to have occurred commencing as of the expiration of such one (l)-business day period. The Lease Commencement Date and the Lease Expiration Date will each be delayed on a day in substitution for day basis for each day of Force Majeure Construction Delay all other remedies at law or Landlord Delayin equity.

Landlord Delay. As used herein, (x) “Force Majeure Construction "Landlord Delay” " shall mean acts of God, casualties, natural disasters, strikes, war, terrorist attacks, lockouts, labor disputes or civil commotion, and (y) “Landlord Delay” shall mean a delay actual delays in the design or construction of the Tenant Improvements or Compliance Work to the extent resulting directly from the acts or omissions revisions of Landlord or Landlord, Landlord’s employees, 's agents, employees or contractors includingcontractors, but not limited to including without limitations (i) the failure of Landlord to timely approve or disapprove any plansConstruction Drawings; (ii) interference (when judged in accordance with industry custom and practice) by Landlord, its employees, agents or contractors Landlord Parties (except as otherwise allowed under this Tenant Work Letter) with the completion Substantial Completion of the Tenant Improvements or Compliance Work (including the impairment of Tenant’s 's contractors’ ' or vendors’ ' or employees’ ' access to the Premises for any reason (including due to the presence of Landlord’s contractors, vendors or personnel)Premises, failure to provide reasonable access to the Building’s 's loading docks or other facilities necessary for the construction of the Tenant Improvements or Compliance Work and/or the movement of materials and personnel to the Premises for such purpose) and which objectively preclude or delay the construction of improvements in the Building by any person, which interference relates to access by Tenant, or Tenant's Agents to the Building; or (iii) delays due to the acts or failures to act of Landlord, its agents Landlord or contractors Landlord Parties with respect to payment of the Tenant Improvement Allowance. If Allowance (except as otherwise allowed under this Tenant contends that Work Letter) but Tenant shall have a Force Majeure Construction Delay right to suspend its design and construction of its Tenant Improvements if Landlord fails to reimburse Tenant all or a Landlord Delay has occurred, Tenant acknowledges and agrees that it has inspected the Building and the Site and in no event shall the physical character or condition any part of the Building and/or Site existing as Tenant Improvement Allowance when due. Tenant will be entitled to one (1) day's abatement in Base Rent payable for the applicable portion of the Effective Date constitute a basis Premises for a Landlord Delay (this agreement does not apply to the failure of any Building component to properly operate). Further, each day Tenant is delayed in no event shall any delay of Landlord constitute a Landlord Delay unless such delay results in a full day of delay in the construction Substantial Completion of the Tenant Improvements or Compliance Work. Tenant shall notify Landlord in writing (the “Delay Notice”as defined below) of the event which constitutes such Force Majeure Construction Delay or Landlord Delay; such notice may be via electronic mail therein due to Landlord’s construction representative described above. Tenant will additionally use reasonable efforts to mitigate the effects of any Force Majeure Construction Delay or Landlord Delay through the re-sequencing or re-scheduling of work, if feasible, but this sentence will not be deemed to require Tenant to incur overtime or after-hours costs unless Landlord agrees in writing to bear such costs. If the actions or inactions or circumstances described in the Delay Notice constitute a Landlord Delay, and are not cured by Landlord within one (1) business day after Landlord’s receipt of the Delay Notice, then a Landlord Delay shall be deemed to have occurred commencing as of the expiration of such one (l)-business day period. The Lease Commencement Date and the Lease Expiration Date will each be delayed on a day for day basis for each day of Force Majeure Construction Delay or Landlord Delay.

Landlord Delay. As used hereinherein and in the Lease, (x) “Force Majeure Construction Delay” shall mean acts of God, casualties, natural disasters, strikes, war, terrorist attacks, lockouts, labor disputes or civil commotion, and (y) the term “Landlord Delay” shall mean a delay an actual delay, despite Tenant’s reasonable efforts but without any additional cost or expense to Tenant to avoid or mitigate delay, in Substantial Completion of the Tenant Improvements resulting directly from (i) Landlord’s failure to approve or reasonably disapprove (pursuant to the terms of this Exhibit B) any item requiring Landlord’s approval or disapproval within the time period provided for such approval or disapproval in this Exhibit B, (ii) any material disruption to or interference with the design and construction of the Tenant Improvements or Compliance Work resulting directly from Tenant and its contractors’ access to the acts or omissions of Landlord, Project caused by Landlord’s employees, agents, or contractors including, but not limited to (i) failure of Landlord to timely approve or disapprove any plans; (ii) interference by Landlord, its employees, agents or contractors with the completion of the Tenant Improvements or Compliance Work (including the impairment of Tenant’s contractors’ or vendors’ or employees’ access to the Premises for any reason (including due to the presence of Landlord’s contractors, vendors or personnel), failure to provide reasonable access to the Building’s loading docks or other facilities necessary for the construction of the Tenant Improvements or Compliance Work and/or the movement of materials and personnel to the Premises for such purpose) and (iii) delays due to the acts or failures to act of Landlord, its agents or contractors with respect to payment of the Tenant Improvement Allowance. If Tenant contends that a Force Majeure Construction Delay or a Landlord Delay has occurred, Tenant acknowledges and agrees that it has inspected the Building and the Site and in no event shall the physical character or condition of the Building and/or Site existing as of the Effective Date constitute a basis for a Landlord Delay (this agreement does not apply to the failure of any Building component to properly operate). Further, in no event shall any delay of Landlord constitute a Landlord Delay unless such delay results in a full day of delay in the construction of the Tenant Improvements or Compliance Work. Tenant shall notify Landlord in writing (the “Delay Notice”) of the event which constitutes such Force Majeure Construction Delay or Landlord Delay; such notice may be via electronic mail to Landlord’s construction representative described above. Tenant will additionally use reasonable efforts to mitigate the effects of any Force Majeure Construction Delay or Landlord Delay through the re-sequencing or re-scheduling of work, if feasible, but this sentence will not be deemed to require Tenant to incur overtime or after-hours costs unless Landlord agrees in writing to bear such costs. If the actions or inactions or circumstances described in the Delay Notice constitute a Landlord Delay, and are Representatives that is not cured by Landlord within one (1) business day after Landlord’s receipt of written notice thereof from Tenant, (iii) any request by Landlord for a material change in the Delay Notice, then a Tenant Improvements after Landlord Delay shall be deemed has approved the Tenant Improvements pursuant to have occurred commencing as the terms of the expiration Work Letter (except to the extent that such change may otherwise be required under the terms of such one this Lease); (l)-business day period. The Lease Commencement Date iii) Landlord’s failure to disburse the TI Allowance as and when required under this Work Letter (except to the Lease Expiration Date will each be delayed on a day extent that Landlord reasonably disputes any amounts requested for day basis disbursement); and (iv) Landlord’s failure to provide Tenant promptly after Tenant’s request therefor with any information reasonably required from Landlord for each day the normal progression of Force Majeure Construction Delay or Landlord DelayTenant’s design, permitting and construction of the Tenant Improvements.

Landlord Delay. As The term "Landlord Delay" as used herein, (x) “Force Majeure Construction Delay” in this work Letter Agreement shall mean acts of God, casualties, natural disasters, strikes, war, terrorist attacks, lockouts, labor disputes or civil commotion, and (y) “Landlord Delay” shall mean a any delay in the construction completion of the Tenant Improvements which is due to any act or Compliance Work resulting directly from the omission of Landlord (wrongful, negligent or otherwise), its agents or contractors (including acts or omissions of Landlord, Landlord’s employees, agents, while acting as agent or contractors includingcontractor for Tenant). The term Landlord Delay shall include, but shall not be limited to any: (i) failure delay in the giving of Landlord to timely approve authorizations or disapprove any plansapprovals by Landlord; (ii) interference by delay attributable to the acts or failure to act, whether willful, negligent or otherwise, of Landlord, its employeesagents or contractors, where such acts or failure to act delay the completion of the Tenant Improvements; (iii) subject to compliance with the Contractor Regulations, delay attributable to the interference of Landlord, its agents or contractors with the completion of the Tenant Improvements or Compliance Work (including the impairment failure or refusal of any such party to permit Tenant’s , its agents or contractors’ or vendors’ or employees’ , access to and use of the Premises Building or any Building facilities or services, including freight elevators, passenger elevators, and loading docks, which access and use are required for any reason the orderly and continuous performance of the work necessary to complete the Tenant Improvements; (including iv) delay by Landlord in administering and paying when due the Allowance (in which case, in addition to such delay being deemed a Landlord Delay, Tenant shall have the presence of Landlord’s contractors, vendors or personnel), failure right to provide reasonable access to the Building’s loading docks or other facilities necessary for stop the construction of the Tenant Improvements or Compliance Work and/or the movement of materials and personnel to the Premises for such purposeImprovements); (v) delay by Landlord in completing Landlord's Work; and (iiivi) delays due to the acts delay directly resulting from Landlord giving Tenant incorrect or failures to act of Landlord, its agents or contractors with respect to payment of the Tenant Improvement Allowanceincomplete Building core and shell plans. If Tenant contends that a Force Majeure Construction Delay or a Landlord Delay has occurred, Tenant acknowledges and agrees that it has inspected the Building and the Site and in no event shall the physical character or condition of the Building and/or Site existing as of the Effective Date constitute a basis for a Landlord Delay (this agreement does not apply to the failure of any Building component to properly operate). Further, in no event shall any delay of Landlord constitute a Landlord Delay unless such delay results in a full day of delay in the construction of the Tenant Improvements or Compliance Work. Tenant shall notify Landlord in writing (the “Delay Notice”) of In the event which constitutes such Force Majeure Construction Delay or Landlord Delay; such notice may be via electronic mail to Landlord’s construction representative described above. Tenant will additionally use reasonable efforts to mitigate the effects of any Force Majeure Construction Delay or Landlord Delay through the re-sequencing or re-scheduling of work, if feasible, but this sentence will not be deemed to require Tenant to incur overtime or after-hours costs unless Landlord agrees in writing to bear such costs. If the actions or inactions or circumstances described in the Delay Notice constitute a Landlord Delay, Landlord shall (i) increase the Allowance by an amount sufficient to reimburse Tenant for the increased costs actually and are not cured reasonably incurred by Landlord within one Tenant as a result thereof, and (1ii) business day after Landlord’s receipt extend the Expansion Space Commencement Date by the length of the Delay NoticeLandlord Delay. Irvine Center Towers (Xxxx Center Irvine Number Two, then a Landlord Delay L.L.C.) 1 "CONTRACTOR REGULATIONS AND GUIDELINES FOR TENANT AND CAPITAL IMPROVEMENT WORK" The Tenant's or Landlord's contractor involved in the Tenant or capital Improvement Work (the "Contractor") shall be deemed comply with each and every of these "Contractor Regulations and Guidelines for Tenant and Capital Improvement Work" (the "Regulations"), as applicable. In addition, the Contractor shall incorporate these Regulations into each contract and subcontract that it executes in connection with the Tenant or Capital Improvement Work (the "Work"). In all cases, to have occurred commencing as the extent there are any inconsistencies between these Regulations and any other contract document(s), these Regulations shall govern. It is understood and agreed by all parties that nothing contained in these Regulations shall in any way affect, modify or supersede any of the expiration terms set forth in the Tenant's lease for space at the Building, including, without limitation, any indemnifications set forth therein. In addition, Tenant, Manager, and the Owner of the Building will NOT be responsible for any property belonging to Contractor, its employees, agents or subcontractors or of others associated in any way with the Work. LAWS AND ORDINANCES—The Contractor shall fully comply with all laws, statutes, codes, acts, ordinances, orders, judgments, decrees, injunctions, rules, regulations, permits, licenses, authorizations, directions and requirements of all governments, departments, commissions, boards, courts, authorities, agencies, officials and officers, which now or at any time may be applicable to the Building or the Work, or any part thereof ("Laws and Ordinances"). Where conflict exists between the contract documents and applicable standards under any Laws or Ordinances, the greater quantity or the more stringent or higher quality requirements shall apply. The Contractor or subcontractor, as applicable, shall obtain at its expense all permits and licenses necessary to perform the Work. The Contractor or subcontractor, as applicable, shall hold valid state and local licenses for the type of work to be done. Evidence of such one is to be given to Building Management (l)-business day period. The Lease Commencement Date and "Management") prior to the Lease Expiration Date will each be delayed on a day for day basis for each day start of Force Majeure Construction Delay or Landlord Delayany construction work.