Common use of Landlord Delays Clause in Contracts

Landlord Delays. The one hundred thirty-five (135) day period specified in the definition of the Commencement Date shall be extended one (1) day for each day that Tenant is delayed in completing the Improvements in any portion of the Premises as a result of “Landlord Delay.” In addition, Tenant’s obligation to pay Basic Rental and Direct Costs shall be abated for one (1) day for each day of Landlord Delay (which abatement shall apply after expiration of the abatement period described in Section 3(a) of the Lease (i.e., commencing with the first (1 st) day of fourth (4th) full calendar month of the Term)). The term “Landlord Delay” shall mean only an actual delay in the completion of the Improvements which is caused by (a) the failure of Landlord to provide authorizations or approvals within the time periods set forth in this Tenant Work Letter, (b) the failure by Landlord to pay the Improvement Allowance when due under this Tenant Work Letter, (c) a violation by Landlord of its obligations under this Lease or this Tenant Work Letter, (d) the issuance of a stop work order by a governmental agency (but only to the extent caused for reasons within Landlord’s reasonable control and not caused by the act or omission of Tenant, its agents, employees or contractors) and/or (e) Landlord’s failure to meet dates specified in the construction schedule for Landlord’s Work referred to in Section 1 of this Tenant Work Letter, where such failure to meet such dates causes an actual delay in completion of the Improvements. Landlord’s failure to timely make the entire Premises available to Tenant shall not constitute a Landlord Delay, as such circumstance is addressed in Section 4.5 above. No Landlord Delay shall be deemed to have occurred unless Tenant has given Landlord written notice that an act or omission on the part of Landlord or its agents or employees is about to occur or has occurred which will cause a delay in the completion of the Improvements and Landlord has failed to cure such delay within two (2) business days after Landlord’s receipt of such notice, in which case the number of days of delay after such notice shall be a Landlord Delay.

Landlord Delays. (a) The one hundred thirty-five (135) day period specified term "Landlord Delays," as such term may be used in the definition of the Commencement Date shall be extended one (1) day for each day that Tenant is delayed Lease or in completing the Improvements in any portion of the Premises as a result of “Landlord Delay.” In additionthis Agreement, Tenant’s obligation to pay Basic Rental and Direct Costs shall be abated for one (1) day for each day of Landlord Delay (which abatement shall apply after expiration of the abatement period described in Section 3(a) of the Lease (i.e., commencing with the first (1 st) day of fourth (4th) full calendar month of the Term)). The term “Landlord Delay” shall mean only an actual delay any delays in the completion of the Tenant Improvements which is caused by (a) the failure of Landlord are due to provide authorizations or approvals within the time periods set forth in this Tenant Work Letter, (b) the failure by Landlord to pay the Improvement Allowance when due under this Tenant Work Letter, (c) a violation by Landlord of its obligations under this Lease or this Tenant Work Letter, (d) the issuance of a stop work order by a governmental agency (but only to the extent caused for reasons within Landlord’s reasonable control and not caused by the any act or omission of Landlord (wrongful, negligent or otherwise), its agents or contractors (including acts or omissions while acting as agent or contractor for Tenant). Landlord Delays shall include, but shall not be limited to: (i) delays in the giving of authorizations or approvals by Landlord, (ii) delays due 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 Tenant Improvements, provided that Tenant acts in a commercially reasonable manner to mitigate any such delay, (iii) delays due to the interference of Landlord, its agents or contractors with the completion of the Tenant Improvements or the failure or refusal of any party thereof to permit Tenant, its agentsagents and contractors, employees access to and use of the Building or contractorsany Building facilities or services, including loading docks, which access and use are required for the orderly and continuous performance of the work necessary to complete the Tenant Improvements, and (iv) and/or (e) delays due to Landlord’s 's failure to meet dates specified allow Tenant sufficient access to the Building and/or the Premises during Tenant's move into the Premises. (b) Landlord Delays shall only delay the Commencement Date in the construction schedule for Landlord’s Work referred to in Section 1 of this Tenant Work Letter, where such failure to meet such dates causes an actual delay in event that substantial completion of the ImprovementsTenant Improvements is delayed despite Tenant's reasonable efforts to adapt and compensate for such delays. Landlord’s failure to timely make the entire Premises available to Tenant shall not constitute a Landlord DelayIn addition, as such circumstance is addressed in Section 4.5 above. No no Landlord Delay shall be deemed to have occurred unless Tenant has given provided notice, in compliance with the Lease, to Landlord written notice specifying that an act or omission on the part of Landlord or its agents or employees is about to occur or has occurred which will cause a delay shall be deemed to have-occurred because of actions, inaction or circumstances specified in the completion of the Improvements and notice in reasonable detail. If such actions, inaction or circumstances are not cured by Landlord has failed to cure such delay within two one (21) business days after Landlord’s day of receipt of such noticenotice ("Count Date"), in which case the number of days of delay after and if such notice shall be actions, inaction or circumstances otherwise qualify as a Landlord Delay, then a Landlord Delay shall be deemed to have occurred commencing as of the Count Date.

Landlord Delays. The one hundred thirty-five Landlord’s (135a) day failure to comply with any time requirements expressly set forth in this Work Agreement for Landlord’s performance of its responsibilities, or (b) where no time period is specified in this Work Agreement, failure to perform its responsibilities under this Work Agreement within a reasonable period after notice from Tenant are referred to collectively herein as “Landlord Delays”. Tenant will promptly notify Landlord in writing of any event which Tenant contends constitutes a Landlord Delay and in any event will use commercially reasonable efforts to mitigate its damages and/or construction delays in the definition event of an alleged Landlord Delay. Notwithstanding the foregoing, (x) if and to the extent the Tenant incurs increased costs of design or construction of the Commencement Date shall Tenant Improvements as a direct result of any Landlord Delay, Landlord will be extended responsible for such increased costs (the parties agree that in the event Landlord, in good faith, disputes either that a Landlord Delay occurred or that a Landlord Delay resulted in such increased costs, the parties agreeing that in the event of any such dispute they will promptly meet and confer in a good faith effort to reach agreement on the disputed item(s)) and (y) if and to the extent that the completion of the Tenant Improvements on any floor comprising the Premises is delayed beyond the scheduled completion date therefore by Landlord Delay, Tenant will receive one (1) day days’ additional abatement of Base Rent payable for such floor for each day beyond the Scheduled Completion Date that Tenant completion of the work is delayed due to Landlord Delay (provided, that for the purposes of this clause (y), if and to the extent that Landlord satisfied any timing requirement set forth in completing this Work Agreement by acting or responding, as the Improvements in any portion of the Premises as a result of “Landlord Delay.” In additioncase may be, Tenant’s obligation to pay Basic Rental and Direct Costs shall be abated for one (1) day or more days’ prior to the scheduled date set forth herein for each day of such action or response and as a result the parties agree such condition achieved a reduction in Tenant’s construction schedule (each, a “Schedule Saving Day”), then any aggregate Landlord Delay (which abatement shall apply after expiration of the abatement period described in Section 3(a) of the Lease (i.e., commencing with the first (1 st) day of fourth (4th) full calendar month of the Term)). The term “Landlord Delay” shall mean only an actual delay in the completion of the Improvements which is caused by clause (a) the failure of Landlord to provide authorizations or approvals within the time periods set forth in this Tenant Work Letter, (b) the failure by Landlord to pay the Improvement Allowance when due under this Tenant Work Letter, (c) above shall first be offset against and reduced on a violation by Landlord of its obligations under this Lease or this Tenant Work Letter, (d) the issuance of a stop work order by a governmental agency (but only to the extent caused for reasons within Landlord’s reasonable control and not caused day-for-day basis by the act or omission of Tenant, its agents, employees or contractors) and/or (e) Landlord’s failure to meet dates specified in the construction schedule for Landlord’s Work referred to in Section 1 of this Tenant Work Letter, where such failure to meet such dates causes an actual delay in completion of the Improvements. Landlord’s failure to timely make the entire Premises available to Tenant shall not constitute a Landlord Delay, as such circumstance is addressed in Section 4.5 above. No Landlord Delay shall be deemed to have occurred unless Tenant has given Landlord written notice that an act or omission on the part of Landlord or its agents or employees is about to occur or has occurred which will cause a delay in the completion of the Improvements and Landlord has failed to cure such delay within two (2) business days after Landlord’s receipt of such notice, in which case the aggregate number of days of delay after such notice shall be a Landlord DelaySchedule Saving Days).

Landlord Delays. The one hundred thirty-five Landlord’s (135a) day failure to comply with any time requirements expressly set forth in this Work Agreement for Landlord’s performance of its responsibilities or (b) where no time period is specified in this Work Agreement, failure to perform its responsibilities under this Work Agreement within a reasonable period, as set forth in Tenant’s notice, after notice from Tenant are referred to collectively herein as “Landlord Delays”. Tenant will promptly notify Landlord in writing of any event which Tenant contends constitutes a Landlord Delay and in any event will use commercially reasonable efforts to mitigate its damages and/or construction delays in the definition event of an alleged Landlord Delay. Notwithstanding the foregoing, if and to the extent that the completion of the Commencement Date shall be extended Tenant Improvements is delayed beyond the scheduled completion date therefore by Landlord Delay, Tenant will receive one (1) day days’ additional abatement of Base Rent for each day beyond the scheduled completion date that completion of the Tenant Improvements is delayed due to Landlord Delay (provided, that if and to the extent that Landlord satisfied any timing requirement set forth in completing this Work Agreement by acting or responding, as the Improvements in any portion of the Premises as a result of “Landlord Delay.” In additioncase may be, Tenant’s obligation to pay Basic Rental and Direct Costs shall be abated for one (1) day or more days’ prior to the scheduled date set forth herein for each day of such action or response and as a result achieved a reduction in Tenant’s construction schedule (each, a “Schedule Saving Day”), then any aggregate Landlord Delay (which abatement shall apply after expiration of the abatement period described in Section 3(a) of the Lease (i.e., commencing with the first (1 st) day of fourth (4th) full calendar month of the Term)). The term “Landlord Delay” shall mean only an actual delay in the completion of the Improvements which is caused by clause (a) above shall first be offset against and reduced on a day-for-day basis by the failure aggregate number of Landlord Schedule Saving Days). 1. The sidewalks, entry passages, corridors, halls, elevators and stairways shall not be obstructed by Tenant or used for any purpose other than that of ingress and egress. The floors, skylights and windows that reflect or admit light into any place in the Building shall not be covered or obstructed by Tenant. The toilets, drains and other water apparatus shall not be used for any other purpose than those for which they were constructed and no rubbish or other obstructing substances shall be thrown therein. 2. No advertisement, signs, pictures, placards or other notice shall be inscribed, painted or affixed on any part of the outside or inside of the Building, except upon the doors, and of such order, size and style, and at such places, as shall be approved and designated by Landlord. Interior signs on doors will be ordered for Tenant by Landlord, the cost thereof to provide authorizations be charged to and paid for by Tenant. 3. Tenant shall not do or approvals within permit to be done in the time periods set forth Premises, or bring or keep anything therein, which shall in this Tenant Work Letter, (b) any way increase the failure rate of insurance carried by Landlord to pay on the Improvement Allowance when due under this Tenant Work LetterBuilding, (c) a violation by Landlord or on the Property, or obstruct or interfere with the rights of its obligations under this Lease other tenants or this Tenant Work Letterin any way injure or annoy them, (d) the issuance of a stop work order by a governmental agency (but only to the extent caused for reasons within Landlord’s reasonable control and not caused by the act or omission of violate any applicable laws, codes or regulations. Tenant, its agents, employees or contractors) and/or (e) Landlord’s failure to meet dates specified invitees shall maintain order in the construction schedule for Landlord’s Work referred to Premises and the Building, shall not make or permit any improper noise in Section 1 of this Tenant Work Letterthe Premises or the Building or interfere in any way with other tenants, where such failure to meet such dates causes an actual delay in completion or those having business with them. Nothing shall be thrown by Tenant, its clerks or servants, out of the Improvementswindows or doors, or down the passages or skylights of the Building. Landlord’s failure to timely make No rooms shall be occupied or used as sleeping or lodging apartments at any time. No part of the entire Premises available to Building shall be used or in any way appropriated for gambling, immoral or other unlawful practices, and no intoxicating liquor or liquors shall be sold in the Building. 4. Tenant shall not constitute a employ any persons other than the janitors of Landlord Delay(who will be provided with pass-keys into the offices) for the purpose of cleaning or taking charge of the Premises, except as such circumstance is addressed may be specifically provided otherwise in Section 4.5 abovethe Lease. 5. No Landlord Delay animals, birds, bicycles or other vehicles shall be deemed allowed in the offices, halls, corridors, elevators or elsewhere in the Building, without the approval of Landlord. 6. No painting shall be done, nor shall any alterations be made to have occurred unless Tenant has given Landlord written notice that an act or omission on the any part of Landlord the Building or the Premises by putting up or changing any partitions, doors or windows, nor shall there be any nailing, boring or screwing into the woodwork or plastering, nor shall any connection be made in the electric wires or gas or electric fixtures, without the consent in writing on each occasion of Landlord. All glass, locks and trimmings in or upon the doors and windows of the Building shall be kept whole and, when any part thereof shall be broken by Tenant or Tenant’s agent, the same shall be immediately replaced or repaired by Tenant (subject to Tenant’s compliance with Section 23 of the Lease) and put in order under the direction and to the satisfaction of Landlord, or its agents agents, and shall be kept whole and in good repair. Tenant shall not injure, overload, or employees is about to occur deface the Building, the woodwork or has occurred which will cause a delay in the completion walls of the Improvements and Landlord has failed to cure such delay within two Premises, nor carry on upon the Premises any noxious, noisy or offensive business. 7. Two (2) business days after keys will be furnished Tenant without charge. No additional locks or latches shall be put upon any door and no locks shall be changed without the written consent of Landlord. Tenant, at the termination of their Lease, shall return to Landlord all keys to doors in the Building. Tenant shall not alter locks or install new locks without approval from Landlord. 8. Landlord in all cases retains the power to prescribe the weight and position of iron safes or other heavy articles. Tenant shall make arrangements with the superintendent of the Building when the elevator is required for the purpose of the carrying of any kind of freight. 9. The use of burning fluid, camphene, benzine, kerosene or anything except gas or electricity, for lighting the Premises, is prohibited. No offensive gases or liquids will be permitted. 10. If Tenant desires blinds, coverings or drapes over the windows, they must be of such shape, color and material as may be prescribed by Landlord, and shall be erected only with Landlord’s receipt consent and at the expense of Tenant. No awnings shall be placed on the Building. Window coverings shall be closed when the effect of sunlight would impose unnecessary loads on the air conditioning system. 11. All wiring and cabling work shall be done only by contractors approved in advance by Landlord and Landlord shall have the right to have all such work supervised by Building engineering/maintenance personnel. No antenna or cabling shall be installed on the roof or exterior walls of the Building. 12. At Landlord’s discretion, Landlord may hire security personnel for the Building, and every person entering or leaving the Building may be questioned by such personnel as to the visitor’s business in the Building and shall sign his or her name on a form provided by the Building for so registering such persons. Landlord shall have no liability with respect to breaches of the Building security, if any. 13. Landlord shall have the right, exercisable without notice and without liability to Tenant, to change the name or street address of the Building or the room or suite number of the Premises. 14. The freight elevator shall be available for use by all tenants in the Building subject to such reasonable scheduling as Landlord in its discretion shall deem appropriate. The persons employed to move such equipment in or out of the Building must be acceptable to Landlord and any costs incurred by Landlord shall be reimbursed by Tenant. Tenant shall not be charged for its use of the freight elevator, before, during or after Business Service Hours. 15. Canvassing, peddling, soliciting and distribution of handbills or any other written materials in the Building are prohibited and each tenant shall cooperate to prevent the same. 16. Each tenant shall ensure that all doors to its premises are locked and all water faucets or apparatus and office equipment are shut off before the tenant or its employees leave such premises at night. On multiple tenancy floors, all tenants shall keep the doors to the Building corridors closed at all times except for ingress and egress. 17. The toilets, urinals, wash bowls and other restroom facilities shall not be used for any purpose other than for which they were constructed, no foreign substance of any kind whatsoever may be thrown therein and the expense of any breakage, stoppage or damage resulting from a violation of this rule shall be borne by the tenant who, or whose employees or invitees, shall have caused it. 18. Each tenant shall store its refuse within its Premises. No material shall be placed in the refuse boxes or receptacles if such material is of such noticea nature that it may not be disposed of in the ordinary and customary manner of removal without being in violation of any law or ordinance governing such disposal. 19. Each tenant shall take reasonable measures (including reasonable medical measures) to comply with any disaster and/or pandemic preparedness program(s) adopted from time to time by Landlord. 20. Each tenant shall take reasonable measures to cooperate with any efforts undertaken by Landlord to obtain LEED certifications with respect to the Building and/or Property and with Landlord’s reasonable sustainability practices with respect to the Building and/or Property. 21. Landlord reserves the right to make such other and reasonable rules and regulations, not inconsistent with the terms of the Lease, as in which case its judgment may from time to time be needed for the safety, care and cleanliness of the Building and for the preservation of good order therein. 22. Notwithstanding anything to the contrary contained in these Rules and Regulations, Tenant shall not be charged for its use of the Building services, personnel or elevators during its move into or move out of the Premises. THIS PARKING AGREEMENT (“Parking Agreement”) is attached to and made a part of the Lease (“Lease”) by and between PPF OFF 345 SPEAR STREET, LP, a Delaware limited partnership (“Landlord”), and MEDIVATION, INC., a Delaware corporation (“Tenant”), for space in the Building located at 000 Xxxxx Xxxxxx in San Francisco, California. Capitalized terms used but not defined herein shall have the respective meanings given them in the Lease. 1. During the Term, Tenant shall license from Landlord and Landlord agrees to license to Tenant, for use by Tenant and its employees, up to twenty-six (26) parking spaces (the “Spaces”) in the Project’s parking garage (the “Garage”). Up to ten (10) of such Spaces may, at Tenant’s written request, be “reserved” Spaces. Tenant shall have the right, upon at least forty-five (45) days’ advance written notice to Landlord, to adjust the number of days Spaces licensed by Tenant from time-to-time; provided, however, that if and to the extent Tenant either (i) fails to initially license all twenty-six (26) Spaces, or, (ii) thereafter, reduces the number of delay after Spaces Tenant licenses, and subsequently desires to increase the number of Spaces licensed by Tenant, any such notice increased quantity of Spaces shall be provided on a “as available” basis, and Landlord Delayshall have no liability to Tenant if such Spaces are no longer available for license by Tenant. The charge for such Spaces will initially be $325.00 per month for non-reserved Spaces, and $375.00 per month for each reserved Space; said rate is subject to adjustment from time to time. Such charges shall be payable as Rent under the Lease in advance to Landlord or such other entity as designated by Landlord, and shall be sent concurrent with Tenant’s payment of monthly Base Rent to the address Landlord designates from time to time. No deductions from such charges shall be made for days on which the Garage is not used by Tenant or if Tenant uses less than the total number of the Spaces. 2. Tenant shall at all times comply with all applicable ordinances, rules, regulations, codes, laws, statutes and requirements of all federal, state, county and municipal governmental bodies or their subdivisions respecting the use of the Garage. Landlord reserves the right to adopt, modify and enforce reasonable rules (“Rules”) governing the use of the Garage from time to time including any key-card, sticker or other identification or entrance system and hours of operation. Landlord may elect to provide parking cards or keys to control access to the Garage. In such event, Landlord shall provide Tenant with one card or key for each Space that Tenant is leasing hereunder in the Garage, provided that Landlord shall have the right to require Tenant or its employees to place a deposit on such access cards or keys and to pay a fee for any lost or damaged cards or keys. Landlord may refuse to permit any person who violates such Rules to park in the Garage, and any violation of the Rules shall subject the car to removal from the Garage. Tenant shall comply with and shall inform its employees that they are obligated to comply with all the Rules as well as all reasonable additions and amendments thereto. 3. Unless specified to the contrary above, the parking spaces hereunder shall be provided on a non-designated “first-come, first-served” basis. Subject to Tenant’s rights to the reserved spaces set forth above, if any, Landlord reserves the right to assign other specific parking spaces, and to reserve other parking spaces for visitors, small cars, handicapped persons and for other tenants, guests of tenants or other parties, which assignment and reservation or spaces may be relocated as determined by Landlord from time to time, and Tenant and persons designated by Tenant hereunder shall not park in any such location designated for such assigned or reserved parking spaces. 4. Tenant shall not store or permit its employees to store any automobiles in the Garage without the prior written consent of the operator. Except for emergency repairs, Tenant and its employees shall not perform any work on any automobiles while located in the Garage. If it is necessary for Tenant or its employees to leave an automobile in the Garage overnight, Tenant shall use reasonable efforts to provide the operator with prior notice thereof designating the license plate number and model of such automobile. 5. Landlord shall have the right to temporarily close the Garage, or certain areas therein, in order to perform necessary repairs, maintenance and improvements to the Garage, and in such events, Landlord shall refund any prepaid parking fee hereunder for any Space(s) affected by such closure, prorated on a per diem basis. 6. LANDLORD SHALL NOT BE LIABLE FOR ANY LOSS, INJURY OR DAMAGE TO PERSONS USING THE GARAGE OR AUTOMOBILES OR OTHER PROPERTY THEREIN, IT BEING AGREED THAT, TO THE FULLEST EXTENT PERMITTED BY LAW, THE USE OF THE SPACES SHALL BE AT THE SOLE RISK OF TENANT AND ITS EMPLOYEES. WITHOUT LIMITING THE FOREGOING, TENANT HEREBY VOLUNTARILY RELEASES, DISCHARGES, WAIVES AND RELINQUISHES ANY AND ALL ACTIONS OR CAUSES OF ACTION FOR PERSONAL INJURY OR PROPERTY DAMAGE OCCURRING TO TENANT ARISING AS A RESULT OF PARKING IN THE GARAGE, OR ANY ACTIVITIES INCIDENTAL THERETO, WHEREVER OR HOWEVER THE SAME MAY OCCUR, AND FURTHER AGREES THAT TENANT WILL NOT PROSECUTE ANY CLAIM FOR PERSONAL INJURY OR PROPERTY DAMAGE AGAINST LANDLORD OR ANY OF THE LANDLORD RELATED PARTIES FOR ANY SAID CAUSES OF ACTION. IN ALL EVENTS, TENANT AGREES TO LOOK FIRST TO ITS INSURANCE CARRIER AND TO REQUIRE THAT TENANT’S EMPLOYEES LOOK FIRST TO THEIR RESPECTIVE INSURANCE CARRIERS FOR PAYMENT OF ANY LOSSES SUSTAINED IN CONNECTION WITH ANY USE OF THE GARAGE. TENANT HEREBY WAIVES ON BEHALF OF ITS INSURANCE CARRIERS ALL RIGHTS OF SUBROGATION AGAINST LANDLORD OR LANDLORD RELATED PARTIES. 7. Tenant shall not assign its rights under this Parking Agreement or sublease any of the Spaces without the consent of Landlord, except that no consent shall be required in connection with a Permitted Transfer of the Lease, and Landlord shall not withhold its consent to a transfer of this Agreement if it has consented to the Transfer of the Lease. 8. Landlord hereby reserves the right to enter into a management agreement or lease with another entity for the operation of the Garage (“Operator”). In such event, Tenant, upon request of Landlord, shall enter into a parking agreement upon substantially the same terms hereunder with the Operator and pay the Operator the monthly charge established hereunder, and

Landlord Delays. The one hundred thirty-five (135) day period specified Lease Commencement Date shall occur as provided in the definition Section 2 of the Lease, unless the "substantial completion of the Tenant Improvements," as that term is defined hereinbelow, are delayed beyond the Lease Commencement Date because of a "Landlord Delay." In the event a Landlord Delay occurs and such delay actually delays the substantial completion of the Tenant Improvements beyond September 1, 1999, then the Lease Commencement Date shall be extended delayed one (1) day for every day of Landlord Delay. As used herein, "Landlord Delay" shall mean actual delays to the extent resulting from the acts or omissions of Landlord including, but not limited to, (a) failure of Landlord to approve or disapprove any Construction Drawings or other items within the time periods provided in this Tenant Work Letter; (b) material interference by Landlord, its agents or contractors with the 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 any Building facilities (including loading docks and freight elevators) or service (including temporary power and parking areas as provided herein) during normal construction hours, or the use thereof during normal construction hours; and (c) delays due to the acts or failures to act of Landlord, its agents or contractors with respect to payment of the Tenant Improvements. As used in this Section 5.5, "substantial completion of the Tenant Improvements" shall mean completion of construction of the Tenant Improvements in the Premises pursuant to the Construction Drawings with the exception of minor details of construction installation, decoration, or mechanical adjustments and punchlist items as certified to by the Tenant's project manager and/or the architect who prepared the Construction Drawings. In the event that an event occurs after the Lease Commencement Date but prior to the substantial completion of the Tenant Improvements, which would otherwise have constituted a Landlord Delay had it occurred prior to the Lease Commencement Date, the Lease Commencement Date shall be retroactively delayed one (1) day for each such day that Tenant is delayed in completing the Improvements in any portion of the Premises as a result of “actual Landlord Delay.” In addition, Tenant’s obligation to pay Basic Rental and Direct Costs shall be abated for one (1) day for each day of . If Tenant contends that a Landlord Delay has occurred, Tenant shall notify Landlord in writing (which abatement shall apply after expiration of the abatement period described in Section 3(a"Delay Notice") of the Lease (i.e., commencing with the first (1 st) day of fourth (4th) full calendar month of the Term)). The term “Landlord Delay” shall mean only an actual delay in the completion of the Improvements which such event and if such event is caused by (a) the failure of Landlord determined to provide authorizations or approvals within the time periods set forth in this Tenant Work Letter, (b) the failure by Landlord to pay the Improvement Allowance when due under this Tenant Work Letter, (c) a violation by Landlord of its obligations under this Lease or this Tenant Work Letter, (d) the issuance of a stop work order by a governmental agency (but only to the extent caused for reasons within Landlord’s reasonable control and not caused by the act or omission of Tenant, its agents, employees or contractors) and/or (e) Landlord’s failure to meet dates specified in the construction schedule for Landlord’s Work referred to in Section 1 of this Tenant Work Letter, where such failure to meet such dates causes an actual delay in completion of the Improvements. Landlord’s failure to timely make the entire Premises available to Tenant shall not constitute a Landlord Delay, as such circumstance is addressed in Section 4.5 above. No the Landlord Delay shall be deemed to have occurred unless commencing as of the date of Landlord's receipt of the Delay Notice, except that Tenant has given Landlord written notice that an act or omission shall not be required to provide a Delay Notice based on the part failure of Landlord to approve or its agents or employees is about to occur or has occurred which will cause a delay in disapprove the completion of Construction Drawings within the Improvements and Landlord has failed to cure such delay within two (2) business days after Landlord’s receipt of such notice, in which case the number of days of delay after such notice shall be a Landlord Delayrequired applicable time period.

Landlord Delays. The one hundred thirty-five (135) day period specified in the definition of the Commencement Date shall be extended one (1) day for each day that Tenant is delayed in completing the Improvements in any portion of the Premises as a result of A “Landlord Delay.” In additionmeans the length of any actual delay in the permitting, Tenant’s obligation to pay Basic Rental and Direct Costs shall be abated for one (1) day for each day of Landlord Delay (which abatement shall apply after expiration construction or completion of the abatement period described Tenant Improvements or equipment to be installed by Tenant which actually and directly delays Substantial Completion of the Tenant Improvements beyond the date set forth in Section 3(aParagraph 2.4(c) of the Lease (i.e., commencing with the first (1 stas such date may be extended pursuant to Paragraph 2.4(c) day of fourth (4th) full calendar month of the TermLease)). The term “Landlord Delay” shall mean only an actual delay in the completion of the Improvements , which (a) is not caused by Force Majeure, and (b) is caused by (a) the failure of Landlord to provide authorizations or approvals within the time periods set forth in this Tenant Work Letter, (b) the failure by Landlord to pay the Improvement Allowance when due under this Tenant Work Letter, (c) a violation by Landlord of its obligations under this Lease or this Tenant Work Letter, (d) the issuance of a stop work order by a governmental agency (but only to the extent caused for reasons within Landlord’s reasonable control and not caused by the act or omission of Tenant, its agents, employees or contractors) and/or (ei) Landlord’s failure changes (other than TRCs) to meet dates specified the Final Base Building Plans as approved by the City of Santa Xxxxx (provided such changes, other than City-required changes, shall require Tenant’s approval, which shall not be unreasonably withheld); (ii) any other interference with Tenant’s Substantial Completion of the Tenant Improvements or placement of furniture, fixtures or equipment in the construction schedule for Landlord’s Work referred to in Section 1 of this Tenant Work Letter, where such failure to meet such dates causes an actual delay in completion of the Improvements. Landlord’s failure to timely make the entire Leased Premises available to Tenant shall not constitute a Landlord Delay, as such circumstance is addressed in Section 4.5 above. No Landlord Delay shall be deemed to have occurred unless Tenant has given Landlord written notice that an act caused by acts or omission on the part omissions of Landlord or its agents or employees contractors; provided, however, that this clause (ii) shall be applicable only if Devcon is about to occur the Tenant Improvement Contractor, and provided further that Tenant may not claim a Landlord Delay based upon Devcon’s or has occurred which will cause a delay in the its subcontractors’ performance and completion of the Improvements and Landlord has failed to cure such delay within two (2) business days after Landlord’s receipt Work. For the purposes of such noticethis Paragraph 6 only, in the term “Substantial Completion” means that the Tenant Improvements have been substantially completed pursuant to the details of the 2/ See footnote no. 1 Building D Final Tenant Improvement Plans but for punch list items which case don’t materially and adversely affect Tenant’s use of the number Leased Premises and a temporary certificate of days occupancy for the Leased Premises has been issued by the City of delay after such notice shall be a Landlord DelaySanta Xxxxx.

Landlord Delays. The one hundred thirty-five (135) day period specified 4.1 Notwithstanding anything to the contrary set forth in the definition of Lease, the Rent Commencement Date shall be extended one delayed by the number of days of delay to Substantially Complete (1as defined below) day for each day that Tenant is delayed the Initial Alterations in completing the Improvements in any portion of the Premises as which is caused solely by a result of “Landlord Delay.” In addition. As used in this Section, Tenant’s obligation to pay Basic Rental and Direct Costs shall be abated for one (1) day for each day of Landlord Delay (which abatement shall apply after expiration of the abatement period described in Section 3(a) of the Lease (i.e., commencing with the first (1 st) day of fourth (4th) full calendar month of the Term)). The term “Landlord Delay” shall mean only an actual delay resulting from the acts or omissions of Landlord or Landlord’s agents, employees or contractors (and not the result of any delay caused by Tenant or caused by strikes, acts of God, shortages of labor or materials, war, terrorist acts, civil disturbances and other causes beyond the reasonable control of Landlord ) including, but not limited to (a) Landlord’s failure to substantially complete installation of a new roof for the Building as set forth in Section 2.1 on or before August 1, 2005, (b) Landlord’s failure to approve or reasonably disapprove Tenant’s plans for the Initial Improvements within ten (10) days following receipt thereof, and (c) Landlord’s withholding of its consent to Tenant’s plans for the Initial Alterations on an unreasonable basis, but shall not include any issues caused by or related to the current condition of the Building and/or Project. The parties hereto specifically acknowledge and agree that any delay in the completion of the Improvements which is Initial Alteration caused by (a) the failure of Landlord to provide authorizations or approvals within the time periods set forth in this Tenant Work Letter, (b) the failure by Landlord to pay the Improvement Allowance when due under this Tenant Work Letter, (c) a violation by Landlord of its obligations under this Lease or this Tenant Work Letter, (d) the issuance of a stop work order by a governmental agency (but only to the extent caused for reasons within Landlord’s reasonable control notification to Tenant or its contractor of any violation of Laws, breach of the Building’s and not caused Project’s rules and regulations by the act Tenant or omission of Tenant, its agents, employees or contractors) and/or (e) Landlord’s failure to meet dates specified construct the Initial Alterations in accordance with the construction schedule for Landlord’s Work referred to in Section 1 of this Tenant Work Letter, where such failure to meet such dates causes an actual delay in completion of the Improvements. Landlord’s failure to timely make the entire Premises available to Tenant approved plans shall not constitute a Landlord Delay. 4.2 Tenant shall promptly notify Landlord in writing (a “Delay Notice”) of any circumstances which have caused or may cause a Landlord Delay, so that Landlord may take whatever action is appropriate to minimize or prevent such Landlord Delay. In the event that Tenant notifies Landlord in writing of a potential Landlord Delay and Landlord fails to cure such Landlord delay within three (3) business days after receipt of the Delay Notice (the “Required Cure Date”), and if such actions, inaction or circumstances otherwise qualify as such circumstance is addressed in a Landlord Delay pursuant to Section 4.5 4.1 above. No , then a Landlord Delay shall be deemed to have occurred unless Tenant has given Landlord written notice that an act or omission on the part of Landlord or its agents or employees is about to occur or has occurred which will cause a delay in the completion commencing as of the Improvements Required Cure Date and ending as of the date Landlord has failed cures such Landlord Delay. Notwithstanding the foregoing, (a) Landlord shall not be responsible for any Landlord Delay with respect to cure such delay within two the period of time prior to the Required Cure Date, and (2b) business days after Landlord’s receipt of such noticeLandlord shall only be responsible for Landlord Delays to the extent that they actually prevent Tenant from Substantially Completing the Initial Alterations by the Rent Commencement Date. Accordingly, in which case the number of days of delay after such notice Landlord Delay shall be not exceed the actual number of days between the Rent Commencement Date and the date the Initial Alterations are Substantially Completed. 4.3 For purposes of this Section 4, “Substantially Complete” shall mean the date upon which all of the Initial Alterations have been performed, other than (a) any details of construction, mechanical adjustment or any other similar matter, the noncompletion of which does not materially interfere with Tenant’s use of the Premises, (b) any punch list items, any furniture, fixtures, work-stations, built-in furniture or equipment (even if the same requires installation or electrification by Tenant’s agents), or (c) and any tenant improvement finish items and materials which are selected by Tenant but which are not available within a Landlord Delayreasonable time (given the scheduled Rent Commencement Date). THIS MEMORANDUM, made as of , 20___, by and between SFERS REAL ESTATE CORP. U, a Delaware corporation (“Landlord”) and CYTYC SURGICAL PRODUCTS, a California corporation (“Tenant”).

Landlord Delays. The one hundred thirty-five parties anticipate that Landlord’s Work will be Substantially Complete on or before September 1, 2018, subject to extension for any Tenant Delays (135the “Anticipated Completion Date”). If, however, Landlord does not Substantially Complete Landlord’s Work by the date (the “Deadline Completion Date”) day period specified which is ninety (90) days after the Anticipated Completion Date for any reason other than a Tenant Delay, this Lease shall continue in the definition of the Commencement Date full force and effect, and Landlord shall be extended one (1) day have no liability to Tenant by reason thereof; provided that for each day (if any) after the Deadline Completion Date (which Deadline Completion Date is subject to extension for Tenant Delays, if any) that Tenant is delayed Tenant’s opening for business in completing the Improvements in any portion of the Premises is postponed beyond Tenant’s anticipated opening date of February 1, 2019 as a result of “Landlord Delay.” In addition, Tenant’s obligation to pay Basic Rental and Direct Costs shall be abated for one (1) day for each day of Landlord Delay (which abatement shall apply after expiration of the abatement period described in Section 3(a) of the Lease (i.e., commencing with the first (1 st) day of fourth (4th) full calendar month of the Term)). The term “Landlord Delay” shall mean only an actual delay in the completion of the Improvements which is caused by (a) the failure of Landlord to provide authorizations or approvals within the time periods set forth in this Tenant Work Letter, (b) the failure by Landlord to pay the Improvement Allowance when due under this Tenant Work Letter, (c) a violation by Landlord of its obligations under this Lease or this Tenant Work Letter, (d) the issuance of a stop work order by a governmental agency (but only to the extent caused for reasons within Landlord’s reasonable control and not caused by the act or omission of Tenant, its agents, employees or contractors) and/or (e) Landlord’s failure to meet dates specified in the construction schedule for Substantially Complete Landlord’s Work referred on or before the Deadline Completion Date, Tenant shall be entitled to in Section 1 one day of this Tenant Work Letterrent abatement, where as its sole remedy for such failure delay. Notwithstanding the foregoing to meet such dates causes an actual delay in completion of the Improvements. contrary, the parties acknowledge that obtaining permits after April 5, 2018, and having the applicable authorities determining that the 2009 IECC is applicable to Landlord’s failure to timely make the entire Premises available to Tenant shall not constitute a Landlord DelayWork and Tenant’s Work, as such circumstance is addressed in Section 4.5 above. No Landlord Delay shall be deemed Tenant Delays. Further, if issuance of the permit required to have occurred unless Tenant has given Landlord written notice that an act perform Tenant’s Work is delayed solely as a result of incomplete or omission on the part of Landlord or its agents or employees is about to occur or has occurred which will cause a incorrect Landlord’s Work, and if such delay in the issuance of such permit delays Tenant’s substantial completion of the Improvements and Landlord has failed to cure such delay within two Tenant’s Work for more than ninety (290) business days after Landlord’s receipt Tenant notifies Landlord of such noticepermit delay, this Lease shall continue in which case full force and effect, but for each day (if any) after such 90-day period (subject to extension beyond 90 days by the number of days of delay after such notice Tenant Delays, if any) that Tenant’s opening for business in the Premises is postponed beyond Tenant’s anticipated opening date of February 1,2019, Tenant shall be a Landlord Delayentitled to one day of rent abatement, as its sole remedy for such delay. With respect to the Base Rent accruing for any given day, the foregoing abatement remedies in this subsection 5(f) shall be mutually exclusive and not cumulative.

Landlord Delays. The one hundred thirty-five (135) day period specified In the event that there are any actual delays in the definition completion of the Commencement Date Improvements caused by Landlord or the Landlord Parties, then after (A) written notice to Landlord setting forth with reasonable detail the existence and nature of such delay, and (B) the expiration of a two (2) business day cure period following Landlord’s receipt of such notice without the remedy thereof, any such delay shall thereafter be extended one (1) day for each day that Tenant is delayed in completing the Improvements in any portion of the Premises as deemed a result of “Landlord Delay.” In addition, Tenantif Landlord fails to approve any matter during the time periods expressly specified in this Work Letter Agreement therefore, such failure shall immediately (following the outside date for Landlord’s obligation to pay Basic Rental and Direct Costs shall be abated for one (1response) day for each day of constitute a Landlord Delay (which abatement shall apply after expiration of to the abatement period described in Section 3(a) of the Lease (i.e., commencing with the first (1 st) day of fourth (4th) full calendar month of the Term)). The term “Landlord Delay” shall mean only an extent actual delay delays in the completion of the Improvements which is caused by (a) the failure of Landlord to provide authorizations or approvals within the time periods set forth in this Tenant Work Letterultimately result therefrom). In addition, (b) the failure by Landlord to pay the Improvement Allowance when due under this Tenant Work Letter, (c) a violation by Landlord of its obligations under this Lease or this Tenant Work Letter, (d) the issuance of a stop work order by a governmental agency (but only to the extent caused for reasons within Landlord’s reasonable control and that Landlord does not caused by the act or omission of Tenant, its agents, employees or contractors) and/or (e) Landlord’s failure to meet dates specified in the construction schedule for Landlord’s Work referred to in Section 1 of this Tenant Work Letter, where such failure to meet such dates causes an actual delay in completion deliver possession of the Improvements. Landlord’s failure to timely make the entire Additional Premises available to Tenant in accordance with all of the terms and conditions of the Lease and this Work Letter on or before May 1, 2010, then for each day occurring thereafter until the actual date of delivery of possession, the same shall not constitute a Landlord Delay, as such circumstance is addressed in Section 4.5 above. No Landlord Delay shall be deemed (to have occurred unless Tenant has given Landlord written notice that an act or omission on the part of Landlord or its agents or employees is about to occur or has occurred which will cause a delay extent actual delays in the completion of the Improvements ultimately result therefrom). Any actual Landlord Delays under this Section 5.5 may result in an extension of the Lease Commencement Date as to the Additional Premises, as defined in Section 3.2 of the Summary (and Landlord has failed a corresponding extension of all rental phase-in and abatement set forth in Sections 3.2 and 3.3 of the Lease), by extending the Lease Commencement Date as to cure such delay within two (2) business days after Landlord’s receipt the Additional Premises of such noticeAugust 1, in which case the 2010, by an equivalent number of days as such Landlord Delays (and a corresponding extension of delay after such notice all rental phase-in and abatement set forth in Sections 3.2 and 3.3 of the Lease). Notwithstanding anything contained in this Section 5.5, in no event shall Tenant be obligated to employ extraordinary efforts or incur extraordinary expenses (e.g., overtime), to overcome any Landlord Delays. To: Re: Office Lease dated , 200 between , a (“Landlord”), and , a (“Tenant”) concerning Suite on floor(s) of the office building located at , , California. Gentlemen: In accordance with the Office Lease (the “Lease”), we wish to advise you and/or confirm as follows: 1. The Lease Term shall commence on or has commenced on for a term of ending on . 2. Rent commenced to accrue on , in the amount of . 3. If the Lease Commencement Date is other than the first day of the month, the first billing will contain a pro rata adjustment. Each billing thereafter, with the exception of the final billing, shall be for the full amount of the monthly installment as provided for in the Lease. 4. Your rent checks should be made payable to at . 5. The exact number of rentable/usable square feet within the Premises is square feet. 6. Tenant’s Share as adjusted based upon the exact number of usable square feet within the Premises is %. “Landlord”: a By: Its: Agreed to and Accepted as of , 200 . “Tenant”: a By: Its: Tenant shall faithfully observe and comply with the following Rules and Regulations. Landlord Delayshall not be responsible to Tenant for the nonperformance of any of said Rules and Regulations by or otherwise with respect to the acts or omissions of any other tenants or occupants of the Project. In the event of any conflict between the Rules and Regulations and the other provisions of this Lease, the latter shall control. 1. Tenant shall not alter any lock or install any new or additional locks or bolts on any doors or windows of the Premises without obtaining Landlord’s prior written consent. Tenant shall bear the cost of any lock changes or repairs required by Tenant. Two keys will be furnished by Landlord for the Premises, and any additional keys required by Tenant must be obtained from Landlord at a reasonable cost to be established by Landlord. Upon the termination of this Lease, Tenant shall restore to Landlord all keys of stores, offices, and toilet rooms, either furnished to, or otherwise procured by, Tenant and in the event of the loss of keys so furnished, Tenant shall pay to Landlord the cost of replacing same or of changing the lock or locks opened by such lost key if Landlord shall deem it necessary to make such changes. 2. All doors opening to public corridors shall be kept closed at all times except for normal ingress and egress to the Premises. 3. Landlord reserves the right to close and keep locked all entrance and exit doors of the Building during such hours as are customary for comparable buildings in the San Diego, California area. Tenant, its employees and agents must be sure that the doors to the Building are securely closed and locked when leaving the Premises if it is after the normal hours of business for the Building. Any tenant, its employees, agents or any other persons entering or leaving the Building at any time when it is so locked, or any time when it is considered to be after normal business hours for the Building, may be required to sign the Building register. Access to the Building may be refused unless the person seeking access has proper identification or has a previously arranged pass for access to the Building. Landlord will furnish passes to persons for whom Tenant requests same in writing. Tenant shall be responsible for all persons for whom Tenant requests passes and shall be liable to Landlord for all acts of such persons. The Landlord and his agents shall in no case be liable for damages for any error with regard to the admission to or exclusion from the Building of any person. In case of invasion, mob, riot, public excitement, or other commotion, Landlord reserves the right to prevent access to the Building or the Project during the continuance thereof by any means it deems appropriate for the safety and protection of life and property. 4. No furniture, freight or equipment of any kind shall be brought into the Building without prior notice to Landlord. All moving activity into or out of the Building shall be scheduled with Landlord and done only at such time and in such manner as Landlord reasonably designates. Landlord shall have the right to prescribe the weight, size and position of all safes and other heavy property brought into the Building and also the times and manner of moving the same in and out of the Building. Safes and other heavy objects shall, if considered necessary by Landlord, stand on supports of such thickness as is necessary to properly distribute the weight. Landlord will not be responsible for loss of or damage to any such safe or property in any case. Any damage to any part of the Building, its contents, occupants or visitors by moving or maintaining any such safe or other property shall be the sole responsibility and expense of Tenant. 5. No furniture, packages, supplies, equipment or merchandise will be received in the Building or carried up or down in the elevators, except between normal office hours, in such specific elevator and by such personnel as shall be reasonably designated by Landlord. 6. The requirements of Tenant will be attended to only upon application at the management office for the Project or at such office location designated by Landlord. Employees of Landlord shall not perform any work or do anything outside their regular duties unless under special instructions from Landlord. 7. No sign, advertisement, notice or handbill shall be exhibited, distributed, painted or affixed by Tenant on any part of the Premises or the Building without the prior written consent of the Landlord. Tenant shall not disturb, solicit, peddle, or canvass any occupant of the Project and shall cooperate with Landlord and its agents of Landlord to prevent same. 8. The toilet rooms, urinals, wash bowls and other apparatus shall not be used for any purpose other than that for which they were constructed, and no foreign substance of any kind whatsoever shall be thrown therein. The expense of any breakage, stoppage or damage resulting from the violation of this rule shall be borne by the tenant who, or whose servants, employees, agents, visitors or licensees shall have caused same. 9. Tenant shall not overload the floor of the Premises, nor (except to the extent of hanging pictures and the like) xxxx, drive nails or screws, or drill into the partitions, woodwork or drywall or in any way deface the Premises or any part thereof without Landlord’s prior written consent. Tenant shall not purchase spring water, ice, towel, linen, maintenance or other like services from any person or persons not approved by Landlord. 10. Except for vending machines intended for the sole use of Tenant’s employees and invitees, no vending machine or machines other than fractional horsepower office machines shall be installed, maintained or operated upon the Premises without the written consent of Landlord.