Common use of Lease Contingency Clause in Contracts

Lease Contingency. Simultaneously with the execution of this Lease, Tenant and an affiliate of Landlord (“Building B Landlord”) are entering into a lease for a building to be constructed on Parcel B of the Project (such building to be referred to as “Building B”, as such Parcel B is more particularly described on Exhibit 3.03(b), attached, and any such lease of Building B to be referred to as the “Building B Lease”). This Lease and the Building B Lease (together, the “Leases”) are each contingent upon the issuance of an “approval letter” by the Federal Drug Administration (the “FDA”) of Tenant’s new drug application for telaprevir as a so-called “listed drug”, as such terms are defined in 21 C.F.R 314.3 (the “Telaprevir Approval”). If the Telaprevir Approval is not issued by the FDA, or the FDA issues a written refusal to approve telaprevir, on or before December 31, 2011, then this Lease shall terminate and be of no further force and effect as of December 31, 2011 except for the obligations that expressly survive the termination hereof. In the event that this Lease terminates pursuant to the immediately preceding paragraph, then Tenant shall reimburse Fan Pier Development LLC, an affiliate of Landlord, for the actual cost (without xxxx-up) of (i) fifty percent (50%) of all third party costs and expenses incurred by Fan Pier Development LLC in progressing the design of the Building and (ii) one hundred percent (100%) of all third party costs and expenses incurred by Fan Pier Development LLC in progressing the design of certain elements of Finish Work, including in each case without limitation the fees and expenses payable to the design team for the Building (collectively, “Reimbursable Expenditures”) prior to the execution of the Leases. Reimbursable Expenditures shall not exceed $3,619,105.00 as detailed on the schedule attached as Exhibit 2.01(g), which schedule reflects a budget of anticipated Reimbursable Expenditures with respect to the Building to (i) progress to the design through the date of the Lease, (ii) re-design the Building to conform the design to The Commonwealth of Massachusetts State Building Code, 7th/8th (as applicable) Edition, and (iii) progress the design of certain elements of Finish Work. Reimbursable Expenditures shall not include (i) the purchase of any construction materials, (ii) the performance of any construction activity, (iii) payment for any necessary governmental approvals including, but not limited to a building permit, or (iv) the cost of Landlord or its affiliates Fan Pier Development LLC or The Fallon Company, LLC’s overhead, personnel, legal and/or accounting expenses. Reimbursable Expenditures shall be invoiced in a format and supported by such supporting documentation as Tenant may reasonably require. Tenant will make payment within thirty (30) days of invoice and upon payment shall receive copies of all design documents for the Building (which copies shall be subject to the terms of architect’s agreements governing use and ownership, copies of which shall be provided to Tenant). The obligation of Tenant to reimburse Fan Pier Development LLC for Reimbursable Expenditures pursuant to this paragraph shall survive the termination of this Lease, provided, however that all work that results in further Reimbursable Expenditures shall cease as of the date of such termination. Payments previously made by Tenant to Fan Pier Development LLC pursuant to that certain Feasibility Assessment and Reimbursement Agreement (“Feasibility Agreement”) dated May 29, 2008 by and between Tenant and Fan Pier Development LLC in the amount of $1,450,000.00 shall be treated as a credit against Reimbursable Expenditures as shown on Exhibit 2.01(g) and shall be included in repayments made by the Landlord upon Telaprevir Approval. The agreement set forth in this paragraph supersedes and terminates the Feasibility Agreement. In the event Tenant pays the Reimbursable Expenditures as set forth above and within twelve months thereafter Landlord enters into a new lease or leases using the Base Building Work Plans, with a comparable effective rent, then Landlord shall cause its affiliate to return the Reimbursable Expenditures previously received by Landlord or its affiliates to Tenant.

Lease Contingency. Simultaneously with Tenant acknowledges that, as of the date of execution of this Lease by Landlord, Landlord has advised Tenant that (i) Landlord does not own fee simple title to the Property, but rather, has the right to purchase the Property from its current owner, MSA, under the terms of a letter a:greement with MSA (the "MSA Letter Agreement"), and (ii) Landlord is currently negotiating the terms of a development services agreement with Xxxxx & Company, a division of Xxxxx Bank N.A., as Trustee of the Multi-Employer Property Trust, a trust organized under 12 C.F.R. Section 9.18 ("MEPT"), pursuant to which MEPT would, inter alia, (a) acquire title to the Property from MSA, (b) take an assignment of Landlord's right? title and interest as Landlord under this Lease, and (c) thereupon perform the obligations of "Landlord" hereunder, with Landlord serving as MEPT's development manager for such purpose (collectively, the "MEPT Transaction"). Landlord hereby represents and warrants to Tenant and an affiliate of Landlord (“Building B Landlord”) are entering into a lease for a building to be constructed on Parcel B that, as of the Project date hereof, (such building 1) Landlord has the right to be referred purchase the Property from MSA pursuant to as “Building B”, as such Parcel B is more particularly described on Exhibit 3.03(b), attachedthe MSA Letter Agreement, and any such lease (2) Landlord and MEPT have each executed and delivered a non-binding letter of Building B intent to be referred to as enter into the “Building B Lease”)MEPT Transaction. This Lease and Tenant agrees that, in the Building B Lease (together, event the “Leases”) are each contingent upon the issuance of an “approval letter” by the Federal Drug Administration (the “FDA”) of Tenant’s new drug application for telaprevir as a so-called “listed drug”, as such terms are defined in 21 C.F.R 314.3 (the “Telaprevir Approval”). If the Telaprevir Approval is MEPT Transaction has not issued by the FDA, or the FDA issues a written refusal to approve telaprevir, been consummated on or before December 31, 20112001, then Landlord shall have the right, which must be exercised by written notice to Tenant no later than 5:00 p.m. EST on January 8, 2002, to terminate this Lease, whereupon this Lease shall thereupon terminate and be deemed null and void ab initio, and the parties shall be released from any and all of no further force and effect as of December 31, 2011 their respective obligations hereunder except (a) for Landlord's obligation to reimburse Tenant for the obligations that expressly survive the termination hereof. In the event that this Lease terminates Test Fit Allowance pursuant to the immediately preceding paragraph, then Tenant shall reimburse Fan Pier Development LLC, an affiliate of Landlord, for the actual cost (without xxxx-up) of (i) fifty percent (50%) of all third party costs and expenses incurred by Fan Pier Development LLC in progressing the design of the Building and (ii) one hundred percent (100%) of all third party costs and expenses incurred by Fan Pier Development LLC in progressing the design of certain elements of Finish Work, including in each case without limitation the fees and expenses payable to the design team for the Building (collectively, “Reimbursable Expenditures”) prior to the execution of the Leases. Reimbursable Expenditures shall not exceed $3,619,105.00 as detailed on the schedule attached as Exhibit 2.01(g)C, which schedule reflects a budget of anticipated Reimbursable Expenditures with respect to the Building to (i) progress to the design through the date of the Lease, (ii) re-design the Building to conform the design to The Commonwealth of Massachusetts State Building Code, 7th/8th (as applicable) Editionshall survive such termination, and (iiib) progress unless Landlord fails to consummate the design MEPT Transaction solely because of certain elements the parties' failure to reach agreement on a mutually acceptable form of Finish Work. Reimbursable Expenditures Option Agreement within the time frame described in Section 52.5, above, Landlord shall also reimburse Tenant for its reasonable out-of-pocket expenses associated with the negotiation and consummation of this Lease, not include to exceed Ten Thousand Dollars (i$10,000.00) in the purchase of any construction materialsaggregate, (ii) the performance of any construction activity, (iii) payment for any necessary governmental approvals including, but not limited to a building permit, or (iv) the cost of Landlord or its affiliates Fan Pier Development LLC or The Fallon Company, LLC’s overhead, personnel, legal and/or accounting expenses. Reimbursable Expenditures shall be invoiced in a format and supported by such supporting documentation as Tenant may reasonably require. Tenant will make payment within thirty (30) days after Tenant's written request for such reimbursement accompanied by reasonable substantiation of invoice and upon payment shall receive copies of all design documents for the Building applicable expenses. Landlord further agrees that it will not, without Tenant's consent (which copies shall not be subject unreasonably withheld, conditioned or delayed), assign its interest under this Lease prior to the terms of architect’s agreements governing use and ownership, copies of which shall be provided to Tenant). The obligation of Tenant to reimburse Fan Pier Development LLC for Reimbursable Expenditures pursuant to this paragraph shall survive the termination of this Lease, provided, however that all work that results in further Reimbursable Expenditures shall cease as of the date of such termination. Payments previously made by Tenant to Fan Pier Development LLC pursuant to that certain Feasibility Assessment and Reimbursement Agreement (“Feasibility Agreement”) dated May 29, 2008 by and between Tenant and Fan Pier Development LLC in the amount of $1,450,000.00 shall be treated as a credit against Reimbursable Expenditures as shown on Exhibit 2.01(g) and shall be included in repayments made by the Landlord upon Telaprevir Approval. The agreement set forth in this paragraph supersedes and terminates the Feasibility Agreement. In the event Tenant pays the Reimbursable Expenditures as set forth above and within twelve months thereafter Landlord enters into a new lease or leases using the Base Building Work Plans, with a comparable effective rent, then Landlord shall cause its affiliate to return the Reimbursable Expenditures previously received by Landlord or its affiliates to Tenant.84

Lease Contingency. Simultaneously with This Lease is contingent on Landlord securing the execution necessary governmental approvals for the construction of this the proposed driveway adjacent to a portion of the Building and additional loading docks ("Loading Docks") at the Building. Attached hereto as Exhibits H and I respectively are the agreed upon site plans for the driveway and the Loading Docks. Landlord agrees to make a reasonable effort to secure such approvals at Landlord's expense. Upon securing such approvals Landlord, at its expense shall diligently perform the site work for 15 typical 25 foot straight truck type loading docks and 3 typical 18-wheel vehicle loading docks (it being the intent of the parties that the Tenant at its own expense shall construct the loading docks) and the driveway adjacent to the Building. If Landlord has not secured such approvals by November 1, 1997, then either party may terminate the Lease, by giving the other party written notice of termination by November 11, 1997. If Landlord has secured the approvals by November 1, 1997, then it shall have until March 31, 1998 to perform the site work for the loading docks and construct the driveways; provided, that as of November 1, 1997, Landlord makes available to Tenant and a temporary loading dock (until Tenant's loading docks are completed which completion Tenant will pursue with best efforts) to an affiliate alternative loading dock. Such availability shall either be in the form of Landlord (“Building B Landlord”) are entering into a lease for a building to be constructed on Parcel B temporary use of the Project existing loading dock (if Landlord has not agreed to allow another tenant to use it) or giving the Tenant the right at Tenant's expense to create a temporary loading dock (if permitted under all applicable laws, rules and regulations) with Landlord performing the site work for such building to be referred to as “Building B”temporary loading dock (if permitted under all applicable laws, as such Parcel B is more particularly described on Exhibit 3.03(b), attached, rules and any such lease of Building B to be referred to as the “Building B Lease”). This Lease and the Building B Lease (together, the “Leases”) are each contingent upon the issuance of an “approval letter” by the Federal Drug Administration (the “FDA”) of Tenant’s new drug application for telaprevir as a so-called “listed drug”, as such terms are defined in 21 C.F.R 314.3 (the “Telaprevir Approval”regulations). If the Telaprevir Approval existing loading dock is not issued available to Tenant by November 1, 1997 or Landlord has not substantially completed the FDAsite work for the temporary loading dock by November 1, 1997, or Tenant cannot secure any necessary governmental approvals by November 1, 1997 to build a temporary loading despite reasonable effort, or Landlord does not substantially finish the FDA issues a written refusal to approve telaprevir, on driveway or before December site work for the loading docks by March 31, 2011, then this Lease shall terminate and be of no further force and effect as of December 31, 2011 except for the obligations that expressly survive the termination hereof. In the event that this Lease terminates pursuant to the immediately preceding paragraph1998, then Tenant shall reimburse Fan Pier Development LLC, an affiliate of Landlord, for may terminate the actual cost (without xxxx-up) of (i) fifty percent (50%) of all third party costs and expenses incurred Lease by Fan Pier Development LLC in progressing the design giving Landlord written notice within ten days of the Building and applicable due date. In addition, in the event Landlord has not secured the necessary governmental approvals within sixty (ii60) one hundred percent (100%) of all third party costs and expenses incurred by Fan Pier Development LLC in progressing the design of certain elements of Finish Work, including in each case without limitation the fees and expenses payable to the design team for the Building (collectively, “Reimbursable Expenditures”) prior to the days after mutual execution of the Leases. Reimbursable Expenditures shall not exceed $3,619,105.00 as detailed on the schedule attached as Exhibit 2.01(g), which schedule reflects a budget of anticipated Reimbursable Expenditures with respect to the Building to (i) progress to the design through the date of the Lease, Tenant shall have the right to terminate the Lease by giving Landlord written notice of termination within ten days of the applicable due date; provided however, Landlord may void Tenant's notice of termination upon written notice given within ten (ii) re-design the Building to conform the design to The Commonwealth of Massachusetts State Building Code, 7th/8th (as applicable) Edition, and (iii) progress the design of certain elements of Finish Work. Reimbursable Expenditures shall not include (i) the purchase of any construction materials, (ii) the performance of any construction activity, (iii) payment for any necessary governmental approvals including, but not limited to a building permit, or (iv) the cost of Landlord or its affiliates Fan Pier Development LLC or The Fallon Company, LLC’s overhead, personnel, legal and/or accounting expenses. Reimbursable Expenditures shall be invoiced in a format and supported by such supporting documentation as Tenant may reasonably require. Tenant will make payment within thirty (3010) days of invoice and upon payment shall receive copies receiving Tenant's notice of all design documents for the Building termination (which copies shall be subject to the terms of architect’s agreements governing use and ownership, copies of which shall be provided to Tenant"Landlord's Nullification Notice"). The obligation As part of Landlord's Nullification Notice, Landlord shall agree to pay any reasonable buildout expenses Tenant to reimburse Fan Pier Development LLC for Reimbursable Expenditures incurs from the date of Landlord's Nullification Notice until the date Landlord or Tenant terminates the Lease pursuant to this paragraph section 6; provided however, Landlord's agreement is conditioned upon preapproving such expenses and Tenant agrees to give Landlord a detailed itemization of such expenses in a form reasonably acceptable to Landlord. Under no circumstances shall survive the termination of this Lease, provided, however that all work that results in further Reimbursable Expenditures shall cease as Landlord have any responsibility to pay any portion of the date of such termination. Payments previously made by expenses that arises after Landlord or Tenant to Fan Pier Development LLC pursuant to that certain Feasibility Assessment and Reimbursement Agreement (“Feasibility Agreement”) dated May 29, 2008 by and between Tenant and Fan Pier Development LLC in the amount of $1,450,000.00 shall be treated as a credit against Reimbursable Expenditures as shown on Exhibit 2.01(g) and shall be included in repayments made by the Landlord upon Telaprevir Approval. The agreement set forth in this paragraph supersedes and terminates the Feasibility AgreementLease. In Landlord intends initially to attempt to secure the event Tenant pays necessary approvals for the Reimbursable Expenditures as set forth above loading docks and within twelve months thereafter Landlord enters into the driveway at the administrative level and to include in such submission permission for a new lease or leases using parking lot and the Base Building Work Plansaforesaid driveway and loading docks. To the extent that Landlord is given approval at the administrative level for just the driveway and loading dock, with Landlord agrees to accept such approval and pursue permission for the parking lot in a comparable effective rentseparate action. If the Lease is terminated because of the failure of the above Lease contingency, then Landlord shall cause its affiliate to return the Reimbursable Expenditures previously received by Landlord or its affiliates to Tenant's Security Deposit.

Lease Contingency. Simultaneously with During the execution thirty five (35) day period immediately following the Effective Date, you will diligently pursue the obtaining of this Leaseassurances from the City of Plantation and the Southpointe Property Owners Association, Tenant and an affiliate of Landlord Inc. that you will be permitted to install the generator as set forth in Section 25.08 (“Building B Landlord”) are entering into a lease for a building to be constructed on Parcel B of the Project (such building to be referred to as “Building B”, as such Parcel B is more particularly described on Exhibit 3.03(b), attached, and any such lease of Building B to be referred to as the “Building B Lease”"Assurances"). This If, within such thirty five (35) day period, you are unable to obtain the Assurances to your reasonable satisfaction, then in such event, no later than the thirty sixth (36th) day immediately following the Effective Date, you shall have the right to terminate this Lease and the Building B Lease (together, the “Leases”) are each contingent upon the issuance by providing Landlord with written notice of an “approval letter” such termination Landlord: Tenant: ------ ------ received by the Federal Drug Administration (the “FDA”) of Tenant’s new drug application for telaprevir as a so-called “listed drug”, as such terms are defined in 21 C.F.R 314.3 (the “Telaprevir Approval”). If the Telaprevir Approval is not issued by the FDA, or the FDA issues a written refusal to approve telaprevir, Landlord on or before December 31, 2011, then the thirty sixth (36th) day immediately following the Effective Date in which case this Lease shall terminate and be of no further force and effect effective as of December 31the close of business on the thirty fifth (35th) day immediately following the date of Landlord's receipt of such termination notice unless Landlord has obtained the Assurances for you, 2011 except for or if earlier, upon Landlord advising you that Landlord does not wish to or Landlord has abandoned its efforts to obtain the obligations that expressly survive Assurances. Failure to exercise your termination right within the aforesaid time period shall be an irrevocable waiver of such right and if such written notice is not received by Landlord on or before the thirty sixth (36th) day immediately following the Effective Date, the right of termination hereofgranted to you pursuant to this Section shall lapse as of 12:01 a.m. on the thirty sixth (36th) day immediately following the Effective Date. In the event that Upon a termination of this Lease terminates pursuant to this Section, neither party shall have any rights or obligations to the immediately preceding paragraph, then Tenant shall reimburse Fan Pier Development LLC, an affiliate of Landlord, for the actual cost (without xxxx-up) of other under this Lease except that (i) fifty percent (50%) of you shall reimburse to Landlord all third party costs payments (including construction management services charged to Landlord by Premier Commercial Realty, Inc. equal to actual hours expended by Whitney Peterson or Bob Motchkavitz, PE billed at an hourly rate of $000.00 xx xxxx) incxxxxx xx Xxxxxxrd from and expenses incurred by Fan Pier Development LLC in progressing after the design Effective Date and prior to the date that Landlord receives your termination notice with respect to this Lease, provided, however, that such reimbursement obligation shall not exceed the sum of the Building $10,000; and (ii) one hundred percent (100%) of all third party costs you agree to indemnify and expenses incurred hold Landlord harmless from and against any claims for payment by Fan Pier Development LLC in progressing the design of certain elements of Finish Work, including in each case without limitation the fees and expenses payable to the design team for the Building (collectively, “Reimbursable Expenditures”) prior to the execution of the LeasesArchitect. Reimbursable Expenditures shall not exceed $3,619,105.00 as detailed on the schedule attached as Exhibit 2.01(g), which schedule reflects a budget of anticipated Reimbursable Expenditures with respect to the Building to Your obligations under items (i) progress to the design through the date of the Lease, and (ii) re-design above shall survive the Building termination of this Lease. Until such time as the termination right granted pursuant to conform the design to The Commonwealth of Massachusetts State Building Codethis Section is waived or lapses, 7th/8th (as applicable) Edition, and (iii) progress the design of certain elements of Finish Work. Reimbursable Expenditures Landlord shall not include (i) be required to enter in to the purchase of construction contract with the general contractor, to pay or reimburse any payment made to the Architect or to incur any expense other than construction materialsmanagement services. Notwithstanding anything in the above to the contrary, (ii) if you have exercised your termination right pursuant to this Section, then in that event Landlord shall have the performance of any construction activity, (iii) payment for any necessary governmental approvals includingright, but not limited the obligation, solely at Landlord's expense, to a building permit, or (iv) obtain the cost Assurances on your behalf. Landlord will notify you in writing within three business days of Landlord's receipt of your termination notice as to whether Landlord or its affiliates Fan Pier Development LLC or The Fallon Company, LLC’s overhead, personnel, legal and/or accounting expenseswill attempt to obtain the Assurances. Reimbursable Expenditures shall be invoiced in a format and supported by such supporting documentation as Tenant may reasonably require. Tenant will make payment If Landlord is unable to obtain the Assurances within thirty (30) days of invoice giving such notice, or fails to give such notice within said three (3) day period, the Lease shall terminate as described above. Each and upon payment shall receive copies every term and provision of this Lease and all design documents for exhibits attached hereto, is agreed to by you, the Building Tenant, on NOVEMBER 13 , 2001. TRADESTATION GROUP, INC., a Florida corporation (which copies shall be subject to the terms of architect’s agreements governing use and ownership, copies of which shall be provided Witnesses as to Tenant). The obligation of Tenant to reimburse Fan Pier Development LLC for Reimbursable Expenditures pursuant to this paragraph shall survive the termination ) By: /s/ MARC J. STONE ---------------------------- ------------------------------ Print Name: MARC J. STONE ---------------------------- ----------------------- Print Title: VICE PRESIDENT ----------------------- Each and every term and provision of this LeaseLease and all exhibits attached hereto, provided, however that all work that results in further Reimbursable Expenditures shall cease as of the date of such termination. Payments previously made by Tenant is agreed to Fan Pier Development LLC pursuant to that certain Feasibility Assessment and Reimbursement Agreement (“Feasibility Agreement”) dated May 29, 2008 by and between Tenant and Fan Pier Development LLC in the amount of $1,450,000.00 shall be treated as a credit against Reimbursable Expenditures as shown on Exhibit 2.01(g) and shall be included in repayments made by the Landlord upon Telaprevir Approvalon NOVEMBER 13 , 2001. The agreement set forth in this paragraph supersedes and terminates the Feasibility Agreement. In the event Tenant pays the Reimbursable Expenditures CROSSROADS BUSINESS PARK ASSOCIATES LLP, a Florida limited liability partnership (Witnesses as set forth above and within twelve months thereafter Landlord enters into to Landlord) By: Argent Point, Inc., a new lease or leases using the Base Building Work PlansFlorida corporation, with as an authorized partner ----------------------------- By: /s/ JACK AZOUT ----------------------------- ----------------------------- Jack Azout, President Xx: Xxxxton Point, Inc., a comparable effective rent, then Landlord shall cause its affiliate to return the Reimbursable Expenditures previously received by Landlord or its affiliates to Tenant.Florida corporation as an authorized partner ----------------------------- By: /s/ ERWIN SREDNI ----------------------------- ----------------------------- Erwin Sredni

Lease Contingency. Simultaneously with the execution of this Lease, Tenant and an affiliate of Landlord (“Building B A Landlord”) are entering into a lease for a building to be constructed on Parcel B A of the Project (such building to be referred to as “Building BA”, as such Parcel B A is more particularly described on Exhibit 3.03(b), attached, and any such lease of Building B A to be referred to as the “Building B A Lease”). This Lease and the Building B A Lease (together, the “Leases”) are each contingent upon the issuance of an “approval letter” by the Federal Drug Administration (the “FDA”) of Tenant’s new drug application for telaprevir as a so-called “listed drug”, as such terms are defined in 21 C.F.R 314.3 (the “Telaprevir Approval”). If the Telaprevir Approval is not issued by the FDA, or the FDA issues a written refusal to approve telaprevir, on or before December 31, 2011, then this Lease shall terminate and be of no further force and effect as of December 31, 2011 except for the obligations that expressly survive the termination hereof. In the event that this Lease terminates pursuant to the immediately preceding paragraph, then Tenant shall reimburse Fan Pier Development LLC, an affiliate of Landlord, for the actual cost (without xxxx-up) of (i) fifty percent (50%) of all third party costs and expenses incurred by Fan Pier Development LLC in progressing the design of the Building and (ii) one hundred percent (100%) of all third party costs and expenses incurred by Fan Pier Development LLC in progressing the design of certain elements of Finish Work, including in each case without limitation the fees and expenses payable to the design team for the Building (collectively, “Reimbursable Expenditures”) prior to the execution of the Leases. Reimbursable Expenditures shall not exceed $3,619,105.00 3,379,700.00 as detailed on the schedule attached as Exhibit 2.01(g), which schedule reflects a budget of anticipated Reimbursable Expenditures with respect to the Building to (i) progress to the design through the date of the Lease, (ii) re-design the Building to conform the design to The Commonwealth of Massachusetts State Building Code, 7th/8th (as applicable) Edition90% Construction Drawings/Permit Set plans, and (iiiii) progress the design of certain elements of Finish Work. Reimbursable Expenditures shall not include (i) the purchase of any construction materials, (ii) the performance of any construction activity, (iii) payment for any necessary governmental approvals including, but not limited to a building permit, or (iv) the cost of Landlord or its affiliates Fan Pier Development LLC or The Fallon Company, LLC’s overhead, personnel, legal and/or accounting expenses. Reimbursable Expenditures shall be invoiced in a format and supported by such supporting documentation as Tenant may reasonably require. Tenant will make payment within thirty (30) days of invoice and upon payment shall receive copies of all design documents for the Building (which copies shall be subject to the terms of architect’s agreements governing use and ownership, copies of which shall be provided to Tenant). The obligation of Tenant to reimburse Fan Pier Development LLC for Reimbursable Expenditures pursuant to this paragraph shall survive the termination of this Lease, provided, however that all work that results in further Reimbursable Expenditures shall cease as of the date of such termination. Payments previously made by Tenant to Fan Pier Development LLC pursuant to that certain Feasibility Assessment and Reimbursement Agreement (“Feasibility Agreement”) dated May 29, 2008 by and between Tenant and Fan Pier Development LLC in the amount of $1,450,000.00 shall be treated as a credit against Reimbursable Expenditures as shown on Exhibit 2.01(g) and shall be included in repayments made by the Landlord upon Telaprevir Approval. The agreement set forth in this paragraph supersedes and terminates the Feasibility Agreement. In the event Tenant pays the Reimbursable Expenditures as set forth above and within twelve months thereafter Landlord enters into a new lease or leases using the Base Building Work Plans, with a comparable effective rent, then Landlord shall cause its affiliate to return the Reimbursable Expenditures previously received by Landlord or its affiliates to Tenant.

Lease Contingency. Simultaneously with Notwithstanding anything else herein to the execution of contrary, this LeaseLease is contingent upon (i) Siemens Real Estate, Inc., a Delaware corporation (“Siemens”) and Siemens Communications, Inc., a Delaware corporation (“SCI”) mutually executing and delivering the Sublease, as defined below; (ii) Tenant and an affiliate of SCI mutually executing and delivering the Sub-sublease (defined below); and (iiI) Siemens, SCI and Landlord (“Building B Landlord”) are entering into mutually executing and delivering a lease for a building Landlord Consent to be constructed on Parcel B of the Project (such building to be referred to as “Building B”, as such Parcel B is more particularly described on Exhibit 3.03(b), attached, and any such lease of Building B to be referred to as the “Building B Lease”). This Lease and the Building B Lease (together, the “Leases”) are each contingent upon the issuance of an “approval letter” by the Federal Drug Administration Sublease (the “FDASublease Consent”), and (ii) of Tenant’s new drug application for telaprevir as , Siemens, SCI and Landlord executing and delivering a soLandlord Consent to Sub-called “listed drug”, as such terms are defined in 21 C.F.R 314.3 sublease (the “Telaprevir ApprovalSub-sublease Consent”). If the Telaprevir Approval is not issued by the FDA, or the FDA issues a written refusal to approve telaprevir, on or before the Contingency Date (defined below). If for any reason (w) Siemens and SCI fail to mutually execute and deliver the Sublease, and (x) Tenant and SSCI fail to mutually execute and deliver the Sub-sublease, and (y) Siemens, SCI and Landlord fail to mutually execute and deliver the Sublease Consent, and (z) Tenant, Siemens, SCI and Landlord fail to mutually execute and deliver the Sub-sublease Consent on or before the Contingency Date, then, notwithstanding anything else herein to the contrary, Tenant may terminate this Lease by providing written notice thereof to Landlord within 10 Business Days after the Contingency Date, in which event the Lease shall be null and void and of no force or effect; provided, however, that Sections 1.12, 24, 26.01, 26.02 and 26.05 of the Lease (together with any other provisions hereof to the extent necessary to establish definitions of defined terms used in such Sections) shall remain in full force and effect. Promptly after receipt of Tenant’s notice of termination, Landlord shall return to Tenant the first monthly installment of Tenant’s Monthly Expense and Tax Payment, the Security Deposit and the installment of Base Rent for the second full calendar month of the Term, all of which are to be delivered by Tenant to Landlord with the executed Lease in accordance with Section 1.04 of the Lease. As used herein, “Sublease” means that certain sublease agreement between Siemens and SCI pursuant to which, among other things, Siemens subleases to SCI floors 1 – 4 of the Building. As used herein, “Sub-sublease” means that certain sub-sublease agreement between Tenant and SCI pursuant to which, among other things, SCI subleases to Tenant floors 1 – 4 of the Building. As used herein, “Contingency Date” means December 31, 2011, then this Lease shall terminate and be of no further force and effect as of December 31, 2011 except for the obligations that expressly survive the termination hereof2006. In the event that this Lease terminates pursuant to the immediately preceding paragraph, then Tenant shall reimburse Fan Pier Development LLC, an affiliate of Landlord, for the actual cost (without xxxx-up) of (i) fifty percent (50%) of all third party costs and expenses incurred by Fan Pier Development LLC in progressing the design of the Building and (ii) one hundred percent (100%) of all third party costs and expenses incurred by Fan Pier Development LLC in progressing the design of certain elements of Finish Work, including in each case without limitation the fees and expenses payable to the design team for the Building (collectively, “Reimbursable Expenditures”) prior to the execution of the Leases. Reimbursable Expenditures shall not exceed $3,619,105.00 as detailed on the schedule attached as Exhibit 2.01(g), which schedule reflects a budget of anticipated Reimbursable Expenditures with respect to the Building to (i) progress to the design through the date of the Lease, (ii) re-design the Building to conform the design to The Commonwealth of Massachusetts State Building Code, 7th/8th (as applicable) Edition, and (iii) progress the design of certain elements of Finish Work. Reimbursable Expenditures shall not include (i) the purchase of any construction materials, (ii) the performance of any construction activity, (iii) payment for any necessary governmental approvals including, but not limited to a building permit, or (iv) the cost of Landlord or its affiliates Fan Pier Development LLC or The Fallon Company, LLC’s overhead, personnel, legal and/or accounting expenses. Reimbursable Expenditures shall be invoiced in a format and supported by such supporting documentation as Tenant may reasonably require. Tenant will make payment within thirty (30) days of invoice and upon payment shall receive copies of all design documents for the Building (which copies shall be subject to the terms of architect’s agreements governing use and ownership, copies of which shall be provided to Tenant). The obligation of Tenant to reimburse Fan Pier Development LLC for Reimbursable Expenditures pursuant to this paragraph shall survive the termination of this Lease, provided, however that all work that results in further Reimbursable Expenditures shall cease as of the date of such termination. Payments previously made by Tenant to Fan Pier Development LLC pursuant to that certain Feasibility Assessment and Reimbursement Agreement (“Feasibility Agreement”) dated May 29, 2008 by and between Tenant and Fan Pier Development LLC in the amount of $1,450,000.00 shall be treated as a credit against Reimbursable Expenditures as shown on Exhibit 2.01(g) and shall be included in repayments made by the Landlord upon Telaprevir Approval. The agreement set forth in this paragraph supersedes and terminates the Feasibility Agreement. In the event Tenant pays the Reimbursable Expenditures as set forth above and within twelve months thereafter Landlord enters into a new lease or leases using the Base Building Work Plans, with a comparable effective rent, then Landlord shall cause its affiliate to return the Reimbursable Expenditures previously received by Landlord or its affiliates to Tenant.EXHIBIT F-1