Common use of Manner of Construction Clause in Contracts

Manner of Construction. Landlord may impose, as a condition of its consent to any and all Alterations or repairs of the Premises or about the Premises, such requirements as Landlord in its reasonable discretion may deem desirable, including, but not limited to, the requirement that Tenant utilize for such purposes only contractors reasonably approved by Landlord, and the requirement that upon Landlord's timely request (as more particularly set forth in Section 8.5, below), Tenant shall, at Tenant's expense, remove such Alterations upon the expiration or any early termination of the Lease Term and return the affected portion of the Premises to a building standard tenant improved condition as determined by Landlord. Tenant shall construct such Alterations and perform such repairs in a good and workmanlike manner, in conformance with any and all applicable federal, state, county or municipal laws, rules and regulations and pursuant to a valid building permit, issued by the City of San Diego, all in conformance with Landlord's construction rules and regulations; provided, however, that prior to commencing to construct any Alteration (other than Cosmetic Alterations), Tenant shall meet with Landlord to discuss Landlord's design parameters and code compliance issues. In the event Tenant performs any Alterations in the Premises which require or give rise to governmentally required changes to the "Base Building," as that term is defined below, then Landlord shall, at Tenant's expense, make such changes to the Base Building. The "Base Building" shall include the structural portions of the Building, and the public restrooms, elevators, fire stairwells and the systems and equipment located in the internal core of the Building on the floor or floors on which the Premises are located. In performing the work of any such Alterations, Tenant shall have the work performed in such manner so as not to obstruct access to the Project or any portion thereof, by any other tenant of the Project, and so as not to obstruct the business of Landlord or other tenants in the Project. Tenant shall not use (and upon notice from Landlord shall cease using) contractors, services, workmen, labor, materials or equipment that, in Landlord's reasonable judgment, would disturb labor harmony with the workforce or trades engaged in performing other work, labor or services in or about the Building or the Common Areas. In addition to Tenant's obligations under Article 9 of this Lease, upon completion of any Alterations, Tenant agrees to cause a Notice of Completion to be recorded in the office of the Recorder of the County of San Diego in accordance with Section 3093 of the Civil Code of the State of California or any successor statute, and Tenant shall deliver to the Project construction manager a reproducible copy and an electronic copy of the "as built" drawings of the Alterations, to the extent such Alterations are of a type for which as-built plans are generally prepared, as well as all permits, approvals and other documents issued by any governmental agency in connection with the Alterations.

Manner of Construction. Landlord may impose, as a condition of its consent to any and all Alterations or repairs of the Premises or about the Premises, such requirements as Landlord in its reasonable discretion may deem desirable, including, but not limited to, the requirement that Tenant utilize for such purposes only contractors reasonably approved by Landlord, and the requirement that upon Landlord's timely ’s request (as more particularly set forth in Section 8.5, below)made at the time such consent is granted, Tenant shall, at Tenant's ’s expense, remove such Alterations upon the expiration or any early termination of the Lease Term and return the affected portion of the Premises to a building standard tenant improved condition as determined by Landlord. Tenant shall construct such Alterations and perform such repairs in a good and workmanlike manner, in conformance with any and all applicable federal, state, county or municipal laws, rules and regulations and pursuant to a valid building permit, issued by the City of San DiegoMountain View, all in conformance with Landlord's ’s construction rules and regulations; provided, however, that prior to commencing to construct any Alteration (other than Cosmetic Alterations)Alteration, Tenant shall meet with Landlord to discuss Landlord's ’s design parameters and code compliance issues. In the event Tenant performs any Alterations in the Premises which require or give rise to governmentally required changes to the "“Base Building," ” as that term is defined below, then if Tenant shall not succeed in contesting such governmentally required change, Landlord shall, at Tenant's ’s expense, make such changes to the Base Building; provided that in the event that Tenant’s request for approval of any Alteration shall indicate Tenant’s desire for Landlord to notify Tenant of any such Base Building changes, Landlord shall notify Tenant (to the extent Landlord is then aware of any such required changes), in its approval of such Alterations (if applicable), and Tenant shall be permitted, at its option, to promptly elect to not have the Alterations performed. The "“Base Building" ” shall include the structural portions of the Building, and the public restrooms, elevators, fire exit stairwells and the systems and equipment located in the internal core of the Building on the floor or floors on which the Premises are located. In performing the work of any such Alterations, Tenant shall have the work performed in such manner so as not to obstruct access to the Project or any portion thereof, by any other tenant of the Project, and so as not to obstruct the business of Landlord or other tenants in the Project. Tenant shall not use (and upon notice from Landlord shall cease using) contractors, services, workmen, labor, materials or equipment that, in Landlord's ’s reasonable judgment, would disturb labor harmony with the workforce or trades engaged in performing other work, labor or services in or about the Building or the Common Areas. In addition to Tenant's ’s obligations under Article 9 of this Lease, upon completion of any Alterations, Tenant agrees to cause a Notice of Completion to be recorded in the office of the Recorder of the County of San Diego Santa Xxxxx in accordance with Section 3093 of the Civil Code of the State of California or any successor statute, and Tenant shall deliver to the Project construction manager a reproducible copy and an electronic copy of the "“as built" ” drawings of the Alterations, to the extent such Alterations are of a type for which as-built plans are generally preparedapplicable, as well as all permits, approvals and other documents issued by any governmental agency in connection with the Alterations.. 24 Mountain View Research Park ViewRay, Inc. SF Legal

Manner of Construction. Landlord may impose, as a condition of its consent to any and all Alterations or repairs of the Premises or about the Premises, such requirements as Landlord in its reasonable discretion may deem desirable, including, but not limited to, the requirement that Tenant utilize for such purposes only contractors reasonably contractors, materials, mechanics and materialmen approved by Landlord; provided, however, Landlord may impose such requirements as Landlord may determine, in its sole and absolute discretion, with respect to any work affecting the requirement structural components of the Building or Systems and Equipment (including designating specific contractors to perform such work). In any event, all of Tenant’s contractors and subcontractors shall maintain the applicable insurance required in Exhibit E and Tenant shall ensure that upon Landlord's timely request (as more particularly Tenant’s contractors and subcontractors comply with the requirements set forth in Section 8.5, below), Tenant shall, at Tenant's expense, remove such Alterations upon the expiration or any early termination of the Lease Term and return the affected portion of the Premises to a building standard tenant improved condition as determined by Landlordtherein. Tenant shall construct such Alterations and perform such repairs in a good and workmanlike manner, in conformance compliance with any and all applicable rules and regulations of any federal, state, county or municipal laws, rules and regulations code or ordinance and pursuant to a valid building permit, issued by the City of San Diegocity in which the Building is located, all and in conformance with Landlord's ’s construction rules and regulations; provided. Landlord’s approval of the plans, howeverspecifications and working drawings for Tenant’s Alterations shall create no responsibility or liability on the part of Landlord for their completeness, design sufficiency, or compliance with all laws, rules and regulations of governmental agencies or authorities. All work with respect to any Alterations must be done in a good and workmanlike manner and diligently prosecuted to completion to the end that prior to commencing to construct any Alteration (other than Cosmetic Alterations), the Premises shall at all times be a complete unit except during the period of work. Tenant shall meet with Landlord cause all Alterations to discuss Landlord's design parameters and code compliance issues. In the event Tenant performs any Alterations in the Premises which require or give rise to governmentally required changes to the "Base Building," as that term is defined below, then Landlord shall, at Tenant's expense, make such changes to the Base Building. The "Base Building" shall include the structural portions of the Building, and the public restrooms, elevators, fire stairwells and the systems and equipment located in the internal core of the Building on the floor or floors on which the Premises are located. In performing the work of any such Alterations, Tenant shall have the work be performed in such manner so as not to obstruct access by any person to the Building or Project or any portion thereof, by any other tenant of the Projectcommon areas, and so as not to obstruct the business of Landlord or other tenants in of the Project, or interfere with the labor force working at the Project. If Tenant makes any Alterations, Tenant agrees to carry “Builder’s All Risk” insurance in an amount approved by Landlord covering the construction of such Alterations, and such other insurance as Landlord may require, it being understood and agreed that all of such Alterations shall not use (and be insured by Tenant pursuant to Article 10 below immediately upon notice from completion thereof. Landlord shall cease using) contractors, services, workmen, labor, materials or equipment thatmay, in Landlord's reasonable judgmentits discretion, would disturb labor harmony with require Tenant to obtain a lien and completion bond or some alternate form of security satisfactory to Landlord in an amount sufficient to ensure the workforce or trades engaged in performing other work, labor or services in or about the Building or the Common Areaslien-free completion of such Alterations and naming Landlord as a co-obligee. In addition to Tenant's obligations under Article 9 of this Lease, upon Upon completion of any Alterations, Tenant agrees to shall (i) cause a Notice of Completion to be recorded in the office of the Recorder of the County of San Diego county in which the Project is located in accordance with Section 3093 of the Civil Code of the State of California or any successor statute, and Tenant shall (ii) deliver to the Project construction manager management office of the Building a reproducible copy and an electronic copy of the "“as built" ” drawings of the Alterations, and (iii) deliver to the extent such Alterations are Landlord evidence of a type payment, contractors’ affidavits and full and final waivers of all liens for which as-built plans are generally preparedlabor, as well as all permits, approvals and other documents issued by any governmental agency in connection with the Alterationsservices or materials.

Manner of Construction. Landlord may impose, as a an express condition of its consent (at the time said consent is given) to any and all Alterations (other than the Tenant Improvements) or repairs of the Premises or about the Premises, such requirements as Landlord in its reasonable discretion may deem desirable, including, but not limited to, the requirement that Tenant utilize for such purposes only contractors reasonably contractors, subcontractors, materials, mechanics and materialmen selected by Tenant and approved by LandlordLandlord (which approval shall not be unreasonably withheld, and conditioned or delayed), the requirement that upon Landlord's timely ’s request at the time Landlord approves said Alterations (as more particularly set forth in subject to the terms of Section 8.5, below), Tenant shall, at Tenant's ’s expense, remove such Alterations upon the expiration or any early termination of the Lease Term and return the affected portion of the Premises to a building standard tenant improved condition as determined by LandlordTerm. Tenant shall construct such Alterations and perform such repairs in a good and workmanlike manner, in conformance with any and all applicable federal, state, county or municipal laws, rules and regulations and pursuant to a valid building permit, issued by the City of San Diego, all city in conformance with Landlord's construction rules and regulations; provided, however, that prior to commencing to construct any Alteration (other than Cosmetic Alterations), Tenant shall meet with Landlord to discuss Landlord's design parameters and code compliance issues. In the event Tenant performs any Alterations in the Premises which require or give rise to governmentally required changes to the "Base Building," as that term is defined below, then Landlord shall, at Tenant's expense, make such changes to the Base Building. The "Base Building" shall include the structural portions of the Building, and the public restrooms, elevators, fire stairwells and the systems and equipment located in the internal core of the Building on the floor or floors on which the Premises are located. In performing the work of any such Alterations, Tenant shall have the work performed in such manner so as not to obstruct access to the Project or any portion thereof, by any other tenant of the Project, and so as not to obstruct the business of Landlord is located (or other tenants in the Projectapplicable governmental authority). Tenant shall not use (and upon notice from Landlord shall cease using) contractors, services, workmen, labor, materials or equipment that, in Landlord's ’s reasonable judgment, would disturb labor harmony with the workforce or trades engaged in performing other work, labor or services in or about the Building or the Common Areas. Upon completion of any Alterations (or repairs), Tenant shall deliver to Landlord final lien waivers from all contractors, subcontractors and materialmen who performed such work. In addition to Tenant's ’s obligations under Article 9 of this Lease, upon completion of any Alterations, Tenant agrees to cause a Notice of Completion to be recorded in the office of the Recorder of the County of San Diego in accordance with Section 3093 of the Civil Code of the State of California or any successor statute, and Tenant shall deliver to the Project construction manager a reproducible copy and an electronic copy of the "“as built" ” drawings of the Alterations, to the extent such Alterations are of a type for which as-built plans are generally prepared, as well as all permits, approvals and other documents issued by any governmental agency in connection with the Alterations. Landlord shall make its construction rules and a pre-approved vendor list available to Tenant upon request.

Manner of Construction. Landlord may impose, as a condition of its consent to any and all Alterations or repairs of the Premises or about the Premises, such requirements as Landlord in its reasonable discretion may deem desirable, including, but not limited to, the requirement that Tenant utilize for such purposes only contractors contractors, subcontractors, materials, mechanics and materialmen reasonably approved by Landlord, and the requirement that upon Landlord's timely request (as more particularly set forth in Section 8.5, below)’s request, Tenant shall, at Tenant's ’s expense, given at the time Landlord approves such Alterations remove such Alterations upon the expiration or any early termination of the Lease Term and return the affected portion of the Premises to a building standard tenant improved condition as determined by LandlordTerm. Tenant shall construct such Alterations and perform such repairs in a good and workmanlike manner, in conformance with any and all applicable federal, state, county or municipal laws, rules and regulations and pursuant to a valid building permit, issued by the City of San Diegoin which the Building is located, all in conformance with Landlord's ’s construction rules and regulations; provided, however, that prior to commencing to construct any Alteration (other than Cosmetic Alterations), Tenant shall meet with Landlord to discuss Landlord's design parameters and code compliance issues. In the event Tenant performs any Alterations in the Premises which require or give rise to governmentally required changes to the "Base Building," as that term is defined below, then Landlord shall, at Tenant's ’s expense, make such changes to the Base Building. The "“Base Building" ” shall include the structural portions of the Building, the non-tenant portions of the Property, including common restrooms and the public restrooms, elevators, fire stairwells common elevators lobbies and the systems and equipment located in the internal core of the Building on and the floor or floors on which Common Areas and the portions of the base building systems within the Premises are located(such as the main loop of the sprinkler system and the main HVAC trunk/loop) and all emergency evacuation stairways. In performing the work of any such Alterations, Tenant shall have the work performed in such manner so as not to obstruct access to the Project Property or any portion thereof, by any other tenant of the ProjectProperty, and so as not to obstruct the business of Landlord or other tenants in the ProjectProperty. In addition, any Alteration that requires the use of Building risers, raceways, shafts and/or conduits, shall be subject to Landlord’s reasonable rules, regulations, and restrictions, including the requirement that any cabling vender must be reasonably approved by Landlord, and that the amount and location of any such cabling must be reasonably approved by Landlord. All subcontractors, laborers, materialmen, and suppliers used or selected by Tenant shall not use (and upon notice from Landlord shall cease using) contractors, services, workmen, labor, materials or equipment that, in be reasonably approved by Landlord's reasonable judgment, would disturb labor harmony with the workforce or trades engaged in performing other work, labor or services in or about the Building or the Common Areas. In addition to Tenant's ’s obligations under Article 9 of this Lease, upon completion of any AlterationsAlterations requiring Landlord’s consent, Tenant agrees to cause a Notice of Completion to be recorded in the office of the Recorder of the County of San Diego in which the Building is located in accordance with Section 3093 of the Civil Code of the State of California or any successor statute, and Tenant shall deliver to the Project construction manager a Property management office one (1) reproducible hard copy and an electronic copy copies (in both CAD and PDF format) of the "“as built" ” drawings of the Alterations, to the extent such Alterations are of a type for which as-built plans are generally prepared, as well as all permits, approvals and other documents issued by any governmental agency in connection with the Alterations.

Manner of Construction. Landlord may impose, as a condition of its consent to any and all Alterations or repairs of the Premises or about the PremisesPremises that required the consent of Landlord, such requirements as Landlord in its reasonable discretion may deem desirable, including, but not limited to, the requirement that Tenant utilize for such purposes only contractors reasonably contractors, subcontractors, materials, mechanics and materialmen approved in advance by LandlordLandlord (which approval shall not be unreasonably withheld, and conditioned or delayed), or the requirement that upon Landlord's timely request (as more particularly set forth in Section 8.5, below), Tenant shall, at Tenant's expense, remove such Alterations upon the expiration or any early termination of the Lease Term and return the affected portion of the Premises to a building standard tenant improved condition as determined by LandlordTerm. Tenant shall construct such Alterations and perform such repairs in a good and workmanlike manner, in conformance with any and all applicable federal, state, county or municipal laws, rules and regulations and and, if applicable, pursuant to a valid building permit, issued by the City of San Diegocity in which the Building is located (or other applicable governmental authority), all in conformance with Landlord's reasonable construction rules and regulations; provided, however, that prior to commencing to construct any Alteration (other than Cosmetic Alterations)Alteration, Tenant shall meet with Landlord to discuss Landlord's design parameters and code compliance issues. In the event Tenant performs any Alterations in the Premises which require or give rise to governmentally required changes to the "Base Building," as that term is defined below, then Landlord shall, at Tenant's expense, make such changes to the Base Building. The "Base Building" shall include the structural portions of the Building, including the roof, foundation and exterior walls and windows), and the public restrooms, elevators, fire exit stairwells and the systems and equipment located in the internal core of the Building on the floor or floors on which the Premises are locatedBuilding. In performing the work of any such Alterations, Tenant shall have the work performed in such manner so as not to materially obstruct access to the Project or any portion thereof, by any other tenant of the Project, and so as not to materially obstruct the business of Landlord or other tenants in the Project. Tenant shall not use (and upon notice from Landlord shall cease using) contractors, services, workmen, labor, materials or equipment that, in Landlord's reasonable judgment, would disturb labor harmony with the workforce or trades engaged in performing other work, labor or services in or about the Building or the Common Areas. Upon completion of any Alterations (or repairs), Tenant shall deliver to Landlord final lien waivers from all contractors, subcontractors and materialmen who performed such work. In addition to Tenant's obligations under Article 9 of this Lease, upon completion of any Alterations, Tenant agrees to cause a Notice of Completion to be recorded in the office of the Recorder of the County of San Diego in accordance with Section 3093 of the Civil Code of the State of California or any successor statute, and Tenant shall deliver to the Project construction manager a reproducible copy and an electronic copy of the "as built" drawings of the Alterations, to the extent such Alterations are of a type for which as-built plans are generally preparedif any, as well as all copies of any permits, approvals and other documents issued by any governmental agency in connection with the Alterations.

Manner of Construction. Landlord may impose, as a condition of its consent to any and all Alterations or repairs of the Premises or about the Premises, such requirements as Landlord in its reasonable discretion may deem desirable, including, but not limited to, the requirement that Tenant utilize for such purposes only contractors reasonably contractors, materials, mechanics and materialmen approved by Landlord; provided, however, Landlord may impose such requirements as Landlord may determine, in its sole and absolute discretion, with respect to any work affecting the requirement that upon Landlord's timely request (as more particularly set forth in Section 8.5, below), Tenant shall, at Tenant's expense, remove such Alterations upon the expiration or any early termination structural components of the Lease Term Building or Systems and return the affected portion of the Premises Equipment (including designating specific contractors to a building standard tenant improved condition as determined by Landlordperform such work). Tenant shall construct such Alterations and perform such repairs in a good and workmanlike manner, in conformance with any and all applicable rules and regulations of any federal, state, county or municipal laws, rules and regulations code or ordinance and pursuant to a valid building permit, issued by the City of San Diegocity in which the Real Property is located, all and in conformance with Landlord's construction rules and regulations; provided, however, that prior to commencing to construct any Alteration (other than Cosmetic Alterations), Tenant shall meet with Landlord to discuss . Landlord's approval of the plans, specifications and working drawings for Tenant's Alterations shall create no responsibility or liability on the part of Landlord for their completeness, design parameters sufficiency, or compliance with all laws, rules and code compliance issuesregulations of governmental agencies or authorities. In the event Tenant performs All work with respect to any Alterations must be done in a good and workmanlike manner and diligently prosecuted to completion to the end that the Premises which require or give rise to governmentally required changes to shall at all times be a complete unit except during the "Base Building," as that term is defined below, then Landlord shall, at Tenant's expense, make such changes to the Base Building. The "Base Building" shall include the structural portions period of the Building, and the public restrooms, elevators, fire stairwells and the systems and equipment located in the internal core of the Building on the floor or floors on which the Premises are locatedwork. In performing the work of any such Alterations, Tenant shall have the work performed in such manner so as not to obstruct access to the Project Building or any portion thereof, by Real Property or the common areas for any other tenant of the ProjectReal Property, and so as not to obstruct the business of Landlord or other tenants of the Real Property, or interfere with the labor force working at the Real Property. If Tenant makes any Alterations, Tenant agrees to carry "Builder's All Risk" insurance in an amount approved by Landlord covering the Projectconstruction of such Alterations, and such other insurance as Landlord may require, it being understood and agreed that all of such Alterations shall be insured by Tenant pursuant to Article 10 of this Lease immediately upon completion thereof. Tenant shall not use (and upon notice from In addition, Landlord shall cease using) contractors, services, workmen, labor, materials or equipment thatmay, in Landlord's reasonable judgmentits discretion, would disturb labor harmony with require Tenant to obtain a lien and completion bond or some alternate form of security satisfactory to Landlord in an amount sufficient to ensure the workforce or trades engaged in performing other work, labor or services in or about the Building or the Common Areaslien-free completion of such Alterations and naming Landlord as a co-obligee. In addition to Tenant's obligations under Article 9 of this Lease, upon Upon completion of any Alterations, Tenant agrees to shall (i) cause a Notice of Completion to be recorded in the office of the Recorder of the County of San Diego county in which the Real Property is located in accordance with Section 3093 of the Civil Code of the State of California or any successor statute, and Tenant shall (ii) deliver to the Project construction manager management office of the Real Property a reproducible copy and an electronic copy of the "as built" drawings of the Alterations, and (iii) deliver to the extent such Alterations are Landlord evidence of a type payment, contractors' affidavits and full and final waivers of all liens for which as-built plans are generally preparedlabor, as well as all permits, approvals services or materials. [***] Confidential portions of this document have been redacted and other documents issued by any governmental agency in connection filed separately with the AlterationsCommission.

Manner of Construction. Landlord may impose, as a condition of its consent to any and all Alterations or repairs of the Premises or about the Premises, such requirements as Landlord in its reasonable discretion may deem desirable, including, but not limited to, the requirement that Tenant utilize for such purposes only contractors reasonably contractors, materials, mechanics and materialmen approved by LandlordLandlord (which approval shall not be unreasonably withheld, conditioned or delayed); provided, however, Landlord may impose such requirements as Landlord may determine, in its sole and absolute discretion, with respect to any work affecting the requirement that upon Landlord's timely request structural components of the Building or Systems and Equipment (as more particularly set forth in Section 8.5, below), Tenant shall, including designating specific contractors to perform such work provided such contractors and subcontractors agree to perform such work at competitive prices and pursuant to Tenant's expense, remove such Alterations upon the expiration or any early termination of the Lease Term and return the affected portion of the Premises to a building standard tenant improved condition as determined by Landlordreasonable scheduling requirements). Tenant shall construct such Alterations and perform such repairs in a good and workmanlike manner, in conformance with any and all applicable rules and regulations of any federal, state, county or municipal laws, rules and regulations code or ordinance and pursuant to a valid building permit, issued by the City of San Diegocity in which the Real Property is located, all and in conformance with Landlord's commercially reasonable construction rules and regulations; provided, however, that prior to commencing to construct any Alteration (other than Cosmetic Alterations), Tenant shall meet with Landlord to discuss . Landlord's approval of the plans, specifications and working drawings for Tenant's [***] Confidential portions of this document have been redacted and filed separately with the Commission. Alterations shall create no responsibility or liability on the part of Landlord for their completeness, design parameters sufficiency, or compliance with all laws, rules and code compliance issuesregulations of governmental agencies or authorities. In the event Tenant performs All work with respect to any Alterations must be done in good and workmanlike manner and diligently prosecuted to completion to the end that the Premises which require or give rise to governmentally required changes to shall at all times be a complete unit except during the "Base Building," as that term is defined below, then Landlord shall, at Tenant's expense, make such changes to the Base Building. The "Base Building" shall include the structural portions period of the Building, and the public restrooms, elevators, fire stairwells and the systems and equipment located in the internal core of the Building on the floor or floors on which the Premises are locatedwork. In performing the work of any such Alterations, Tenant shall have the work performed in such manner so as not to obstruct access to the Project Building or any portion thereof, by Real Property or the common areas for any other tenant of the ProjectReal Property, and so as not to obstruct the business of Landlord or other tenants of the Real Property, or interfere with the labor force working at the Real Property. If Tenant makes any Alterations, Tenant agrees to carry "Builder's All Risk" insurance in an amount approved by Landlord covering the Projectconstruction of such Alterations, and such other insurance as Landlord may require, it being understood and agreed that all of such Alterations shall be insured by Tenant's insurance pursuant to Article 10 of this Lease immediately upon completion thereof. In addition, Landlord may, in its discretion, require Tenant shall not use (to obtain lien and upon notice from completion bond or some alternate form of security satisfactory to Landlord in an amount sufficient to ensure the lien-free completion of such Alterations and naming Landlord as co-obligee; provided, however, that Landlord shall cease using) contractors, services, workmen, labor, materials waive its right to require any such bond or equipment that, in Landlord's reasonable judgment, would disturb labor harmony with alternate form of security for Alterations performed by or on behalf of the workforce Original Tenant or trades engaged in performing other work, labor or services in or about the Building or the Common Areas. In addition to any assignee that is an Affiliate of Original Tenant's obligations under Article 9 entire interest in this Lease pursuant to Section 14.7 of this Lease, upon . Upon completion of any Alterations, Tenant agrees to shall (i) cause a Notice of Completion to be recorded in the office of the Recorder of the County of San Diego county in which the Real Property is located in accordance with Section 3093 of the Civil Code of the State of California or any successor statute, and Tenant shall (ii) deliver to the Project construction manager management office of the Real Property a reproducible copy and an electronic copy of the "as built" drawings of the Alterations, and (iii) deliver to the extent such Alterations are Landlord evidence of a type payment, contractors' affidavits and full and final waivers of all liens for which as-built plans are generally preparedlabor, as well as all permits, approvals and other documents issued by any governmental agency in connection with the Alterationsservices or materials.

Manner of Construction. Landlord may impose, as a condition of its consent to any and all Alterations or repairs of the Premises or about the Premises, such requirements as Landlord in its reasonable discretion may deem desirable, including, but not limited to, including the requirement that Tenant utilize for such purposes only contractors reasonably contractors, subcontractors, materials, mechanics and materialmen selected by Tenant from a list provided and approved by Landlord, Landlord and the requirement that upon Landlord's timely request (as more particularly set forth in Section 8.5, below)’s request, Tenant shall, at Tenant's ’s expense, remove such Alterations upon the expiration or any early termination of the Lease Term and return the affected portion of the Premises to a building standard tenant improved condition as determined by LandlordTerm. Tenant shall construct such Alterations and perform such repairs in a good and workmanlike manner, diligently and without material cessation, delay or interruption, in conformance with any and all applicable federal, state, county or municipal laws, rules and regulations and pursuant to a valid building permit, issued by the City of San Diego, municipality in which the Building is located all in conformance with Landlord's ’s construction rules and regulationsregulations and reasonable additional directives; provided, however, that prior to commencing to construct any Alteration (other than Cosmetic Alterations)Alteration, Tenant shall meet with Landlord to discuss Landlord's ’s design parameters and code compliance issues. In the event Tenant performs any Alterations in the Premises which require or give rise to governmentally required changes to the "“Base Building," ” as that term is defined below, then Landlord shall, at Tenant's ’s expense, make such changes to the Base Building. The "“Base Building" ” shall include the structural portions of the Building, and the public restrooms, elevators, fire stairwells exit stairwells, paths of travel and the systems and equipment located in the internal core of the Building on the floor or floors on which the Premises are located. In performing the work of any such Alterations, Tenant shall have the work performed in such manner so as not to obstruct access to the Project or any portion thereof, by any other tenant of the Project, and so as not to obstruct the business of Landlord or other tenants in the Project. Tenant shall not use (and upon notice Notice from Landlord shall cease using) contractors, services, workmen, labor, materials or equipment that, in Landlord's ’s reasonable judgment, would disturb labor harmony with the workforce or trades engaged in performing other work, labor or services in or about the Building or the Common Areas. In addition to Tenant's ’s obligations under Article 9 of this Lease, upon completion of any Alterations, Tenant agrees to cause a Notice of Completion to be recorded in the office of the Recorder recorder of the County of San Diego county in which the Building is located in accordance with Section 3093 of the California Civil Code of the State of California or any successor statutestatute and furnish a copy thereof to Landlord upon recordation, and timely give all notices required pursuant to Section 3259.5 of the California Civil Code or any successor statute (failing which, Landlord may itself execute and file such Notice of Completion and give such notices on behalf of Tenant as Tenant’s agent for such purpose), and Tenant shall deliver to the Project construction manager a reproducible copy and an electronic copy of the "“as built" ” drawings of the Alterations, to the extent such Alterations are of a type for which as-built plans are generally prepared, as well as all permits, approvals and other documents issued by any governmental agency in connection with the Alterations.

Manner of Construction. Landlord may impose, as a condition of its consent to any and all Major Alterations or repairs of the Premises or about the Premises, such requirements as Landlord in its reasonable discretion may deem desirable, including, but not limited to, the requirement that Tenant utilize for such purposes only contractors reasonably contractors, materials, mechanics and materialmen which regularly perform work in first-class office buildings in San Diego County, California and are approved by LandlordLandlord (which approval shall not be unreasonably withheld, conditioned or delayed) provided such contractors and the requirement that upon Landlord's timely request (as more particularly set forth in Section 8.5, below), Tenant shall, subcontractors agree to perform such work at competitive prices and pursuant to Tenant's expensereasonable scheduling requirements (the "Performance Requirement"); provided, remove such however, that Tenant acknowledges and agrees that the Performance Requirement shall also apply to any Alterations upon the expiration or any early termination of the Lease Term and return the affected portion of installed by Tenant in the Premises to a building standard tenant improved condition as determined by Landlordexcept for those that are cosmetic and/or otherwise de minimis in nature. Tenant shall construct such Alterations and perform such repairs in a good and workmanlike manner, in conformance with any and all applicable rules and regulations of any federal, state, county or municipal laws, rules and regulations code or ordinance and pursuant to a valid building permit, issued by the City of San Diegocity in which the Real Property. is located, all and in conformance with Landlord's commercially reasonable construction rules and regulations; provided, however, that prior to commencing to construct any Alteration (other than Cosmetic Alterations), Tenant shall meet with Landlord to discuss . Landlord's approval of the plans, specifications and working drawings for Tenant's Alterations shall create no responsibility or liability on the part of Landlord for their completeness, design parameters and code sufficiency, or compliance issueswith all applicable Laws. In the event Tenant performs All work with respect to any Alterations must be done in a good and workmanlike manner and diligently prosecuted to completion to the end that the Premises which require or give rise to governmentally required changes to shall at all times be a complete unit except during the "Base Building," as that term is defined below, then Landlord shall, at Tenant's expense, make such changes to the Base Building. The "Base Building" shall include the structural portions period of the Building, and the public restrooms, elevators, fire stairwells and the systems and equipment located in the internal core of the Building on the floor or floors on which the Premises are locatedwork. In performing the work of any such Alterations, Tenant shall have the work performed in such manner so as not to unreasonably obstruct access to the Project Building or any portion thereof, by Real Property or the common areas for any other tenant of the ProjectReal Property, and so as not to obstruct unreasonably interfere with the business of Landlord or other tenants in of the Project. Tenant shall not use (and upon notice from Landlord shall cease using) contractorsReal Property, services, workmen, labor, materials or equipment that, in Landlord's reasonable judgment, would disturb labor harmony unreasonably interfere with the workforce or trades engaged labor force working at the Real Property. If Tenant makes any Alterations, Tenant agrees to carry "Builder's All-Risk" insurance-in performing an amount approved by Landlord covering the construction of such Alterations, and such other workinsurance as Landlord may reasonably require, labor or services in or about the Building or the Common Areas. In addition it being understood and agreed that all of such Alterations shall be -insured by Tenant pursuant to Tenant's obligations under Article 9 10 of this Lease, Lease immediately upon completion thereof. Upon completion of any Alterations, Tenant agrees to shall (i) cause a Notice of Completion to be recorded in the office of the Recorder of the County of San Diego county in which the Real Property is located in accordance with Section 3093 3043 of the Civil Code of the State of California or any successor statute, and Tenant shall (ii) deliver to the Project construction manager a management office of the Real Property it reproducible copy and an electronic copy of the "as builtbuilt " drawings of the Alterations, and (iii) deliver to the extent such Alterations are Landlord evidence of a type payment, contractors' affidavits and full and final waivers of all liens for which as-built plans are generally preparedlabor, as well as all permits, approvals and other documents issued by any governmental agency in connection with the Alterationsservices or materials.

Manner of Construction. Landlord may impose, as a condition of its consent to any and all Alterations or repairs of the Premises or about the Premises, such requirements as Landlord in its reasonable discretion may deem desirable, including, but not limited to, the requirement that Tenant utilize for such purposes only contractors reasonably approved by Landlord, and the requirement that upon Landlord's timely request (as more particularly set forth in Section 8.5, below), Tenant shall, at Tenant's expense, remove such Alterations upon the expiration or any early termination of the Lease Term and return the affected portion of the Premises to a building standard tenant improved condition as determined by Landlord. Tenant shall construct such Alterations and perform such repairs in a good and workmanlike manner, in conformance with any and all applicable federal, state, county or municipal laws, rules and regulations and pursuant to a valid building permit, issued by the City of San Diego, all in conformance with Landlord's Xxxxxxxx’s construction rules and regulations; provided, however, that prior to commencing to construct any Alteration (other than Cosmetic Alterations)Alteration, Tenant shall meet with Landlord to discuss Landlord's ’s design parameters and code compliance issues. In the event Tenant performs any Alterations in the Premises which require or give rise to governmentally required changes to the "“Base Building," ” as that term is defined below, then Landlord shall, at Tenant's ’s expense, make such changes to the Base Building. The "“Base Building" ” shall include the structural portions of the Building, and the public restrooms, elevators, fire exit stairwells and the systems and equipment located in the internal core of the Building on the floor or floors on which the Premises are located. In performing the work of any such Alterations, Tenant shall have the work performed in such manner so as not to obstruct access to the Project or any portion thereof, by any other tenant of the Project, and so as not to obstruct the business of Landlord or other tenants in the Project. Tenant shall not use (and upon notice from Landlord shall cease using) contractors, services, workmen, labor, materials or equipment that, in Landlord's ’s reasonable judgment, would disturb labor harmony with the workforce or trades engaged in performing other work, labor or services in or about the Building or the Common Areas. In addition to Tenant's ’s obligations under Article 9 of this Lease, upon completion of any Alterations, Tenant agrees to cause a Notice of Completion to be recorded in the office of the Recorder of the County of San Diego in accordance with Section 3093 of the Civil Code of the State of California or any successor statute, and Tenant shall deliver to the Project construction manager a reproducible copy and an electronic copy of the "“as built" ” drawings of the Alterations, to the extent such Alterations are of a type for which as-built plans are generally preparedapplicable, as well as all permits, approvals and other documents issued by any governmental agency in connection with the Alterations.

Manner of Construction. Landlord may impose, as a condition of its consent to any and all Alterations or repairs of the Premises or about the Premises, such requirements as Landlord in its reasonable discretion may deem desirable, including, but not limited to, the requirement that Tenant to utilize for such purposes only contractors reasonably contractors, mechanics and materialmen approved by Landlord, and the requirement that upon Landlord's timely request (as more particularly set forth in Section 8.5, below), Tenant shall, at Tenant's expense, remove such Alterations upon the expiration or any early termination of the Lease Term and return the affected portion of the Premises approval not to a building standard tenant improved condition as determined by Landlordbe unreasonably withheld. Tenant shall construct such Alterations and perform such repairs in a good and workmanlike manner, in conformance compliance with any and all applicable rules and regulations of any federal, state, county or municipal laws, rules and regulations code or ordinance and pursuant to a valid building permit, and issued by the City city in which the Building is located. Landlord’s approval of San Diegothe plans, specifications and working drawings for Tenant’s Alterations shall create no responsibility or liability on the part of Landlord for their completeness, design sufficiency, or compliance with all in conformance with Landlord's construction laws, rules and regulations; provided, however, regulations of governmental agencies or authorities. All work with respect to any Alterations must be done in a good and workmanlike manner and diligently prosecuted to completion to the end that prior to commencing to construct any Alteration (other than Cosmetic Alterations), the Premises shall at all times be a complete unit except during the period of work. Tenant shall meet with Landlord cause all Alterations to discuss Landlord's design parameters and code compliance issues. In the event Tenant performs any Alterations in the Premises which require or give rise to governmentally required changes to the "Base Building," as that term is defined below, then Landlord shall, at Tenant's expense, make such changes to the Base Building. The "Base Building" shall include the structural portions of the Building, and the public restrooms, elevators, fire stairwells and the systems and equipment located in the internal core of the Building on the floor or floors on which the Premises are located. In performing the work of any such Alterations, Tenant shall have the work be performed in such manner so as not to obstruct access to the Project or any portion thereof, by any other tenant of the Project, and so as not to obstruct the business of Landlord or other tenants in interfere with the labor force working at the Project. If Tenant makes any Alterations, Tenant agrees to carry “Builder’s All Risk” insurance in an amount reasonably approved by Landlord covering the construction of such Alterations, it being understood and agreed that all of such Alterations shall not use (and be insured by Tenant pursuant to Article 10 below immediately upon notice from completion thereof. Landlord shall cease using) contractors, services, workmen, labor, materials or equipment thatmay, in Landlord's reasonable judgmentits discretion, would disturb labor harmony with require Tenant to obtain payment and performance bonds naming Landlord as a co-obligee and obtain and record a Statutory Xxxx Xxxx pursuant to Massachusetts General Laws, Chapter 254, Section 12 or some alternate form of security satisfactory to Landlord in an amount sufficient to ensure the workforce or trades engaged lien-free completion of such Alterations and naming Landlord as a co-obligee, for any Alterations costing in performing other work, labor or services in or about the Building or the Common Areasexcess of $500,000. In addition to Tenant's obligations under Article 9 of this Lease, upon Upon completion of any Alterations, Tenant agrees to cause shall (i) cause, if applicable, a Notice of Substantial Completion pursuant to Massachusetts General Laws, Chapter 254, Section 2A to be executed by Tenant and its contractor and recorded in with the Middlesex South District registry of Deeds and filed with the South Registry District of Middlesex County, (ii) deliver to the management office of the Recorder of the County of San Diego in accordance with Section 3093 of the Civil Code of the State of California or any successor statute, and Tenant shall deliver to the Project construction manager Building a reproducible copy and an electronic copy of the "“as built" ” drawings of the Alterations, and (iii) deliver to the extent such Alterations are Landlord evidence of a type payment, contractors’ affidavits and full and final waivers of all liens for which as-built plans are generally preparedlabor, as well as all permits, approvals and other documents issued by any governmental agency services or materials (except that lien waivers shall not be required for those holding contracts or otherwise performing work in connection with therewith valued at less than $35,000 in the Alterationsaggregate per contractor/vendor).

Manner of Construction. Landlord may impose, as a condition of its consent to any and all Alterations or repairs of the Premises or about the Premises, such requirements as Landlord in its reasonable discretion may deem desirable, including, but not limited to, the requirement that Tenant utilize for such purposes only contractors reasonably contractors, subcontractors, materials, mechanics and materialmen selected by Tenant from a list provided and approved by Landlord, and the requirement that upon Landlord's timely request (as more particularly set forth in Section 8.5, below)’s request, Tenant shall, at Tenant's ’s expense, remove such Alterations upon the expiration or any early termination of the Lease Term and return (subject to the affected portion terms of the Premises to a building standard tenant improved condition as determined by LandlordSection 8.5, below). Tenant shall construct such Alterations and perform such repairs in a good and workmanlike manner, in conformance with any and all applicable federal, state, county or municipal laws, rules and regulations and pursuant to a valid building permit, issued by the City of San DiegoXxxxxx, all in conformance with Landlord's ’s construction rules and regulations; provided, however, that prior to commencing to construct any Alteration (other than Cosmetic Alterations)Alteration, Tenant shall meet with Landlord to discuss Landlord's ’s design parameters and code compliance issues. In the event Tenant performs any Alterations in the Premises which require or give rise to governmentally required changes to the "“Base Building," as that term is defined below”, then Landlord shall, at Tenant's ’s expense, make such changes to the Base Building. The "“Base Building" ” shall include the structural portions of the Building, and the public restrooms, elevators, fire exit stairwells and the systems and equipment located in the internal core of the Building on the floor or floors on which the Premises are is located. In performing the work of any such Alterations, Tenant shall have the work performed in such manner so as not to obstruct access to the Project or any portion thereof, by any other tenant of the Project, and so as not to obstruct the business of Landlord or other tenants in the Project. Tenant shall not use (and upon notice from Landlord shall cease using) contractors, services, workmen, labor, materials or equipment that, in Landlord's ’s reasonable judgment, would disturb labor harmony with the workforce or trades engaged in performing other work, labor or services in or about the Building or the Common Areas. In addition to Tenant's ’s obligations under Article 9 of this Lease, upon completion of any Alterations, Tenant agrees to cause a Notice of Completion to be recorded in the office of the Recorder of the County of San Diego Mateo in accordance with Section 3093 8182 of the Civil Code of the State of California or any successor statute, and Tenant shall deliver to the Project construction manager a reproducible copy and an electronic copy of the "“as built" ” drawings of the Alterations, to the extent such Alterations are of a type for which as-built plans are generally prepared, as well as all permits, approvals and other documents issued by any governmental agency in connection with the Alterations.

Manner of Construction. Tenant shall utilize only competent contractors, subcontractors, materials, mechanics and materialmen reasonably approved by Landlord may imposefor the construction of any Alterations, as a condition of which approval shall not be unreasonably withheld, conditioned or delayed; provided, however, that Tenant shall be entitled to use its consent employees to any and all make Alterations which do not affect the mechanical or repairs structural portions of the Premises or about the Premises, such requirements Building Structure so long as Landlord in its reasonable discretion may deem desirable, including, but not limited to, the requirement that Tenant utilize for such purposes only contractors reasonably approved by Landlord, and the requirement that upon complies with all other provisions of this ARTICLE 8. Upon Landlord's timely request (as more particularly set forth in Section unless Landlord waived, at the time of Landlord's approval of any Alterations pursuant to the provisions of SECTION 8.5, below, its right to make such request), Tenant shall, at Tenant's expense, remove such Alterations upon the expiration or any early termination of the Lease Term Term. If such Alterations will involve the use of or disturb Hazardous Materials or substances existing in the Premises, Tenant shall comply with Landlord's rules and return the affected portion of the Premises regulations concerning, and all Applicable Laws pertaining to, Hazardous Materials or substances with respect to a building standard tenant improved condition as determined by Landlordsuch Alterations. Tenant shall construct such Alterations and perform such repairs in a good and workmanlike manner, in conformance with any and all applicable federal, statecommonwealth, county or municipal laws, rules and regulations and pursuant to a valid building permit, issued by the City of San DiegoMarlborough, all and in conformance with Landlord's construction rules and regulations; provided, howeverif any, that provided to Tenant in writing prior to commencing to construct any Alteration (other than Cosmetic construction of such Alterations), Tenant shall meet with Landlord to discuss Landlord's design parameters and code compliance issues. In the event Tenant performs any Alterations in the Premises which require or give rise to governmentally required changes to the "Base Building," as that term is defined below, then Landlord shall, at Tenant's expense, make such changes to the Base Building. The "Base BuildingBASE BUILDING" shall include the structural portions of the BuildingBuilding Structure, and the public restrooms, elevators, fire stairwells restrooms and the systems and equipment located in the internal core of the Building on the floor or floors on which the Premises are located. In performing the work of any such Alterations, Tenant shall have the work performed in such manner so as not to obstruct access to the Project or any portion thereof, by any other tenant of the Project, and so as not to obstruct the business of Landlord or other tenants in the Project. Tenant shall not use (and upon promptly after notice from Landlord shall cease using) contractors, services, workmen, labor, materials or equipment that, in Landlord's reasonable judgment, would disturb labor harmony with the workforce or trades engaged in performing other work, labor or services in or about the Building or the Common Areas. In addition to Tenant's obligations under Article ARTICLE 9 of this Lease, upon completion of any AlterationsAlterations which affect the Building Systems and Building Structures, Tenant agrees to cause a Notice such notices as may be necessary to evidence completion of Completion any work undertaken by Tenant to be recorded in the office of the Recorder of the County of San Diego Middlesex in accordance with Section 3093 the laws of the Civil Code Commonwealth of the State of California Massachusetts or any successor statute, and Tenant shall deliver to the Project construction manager management office a reproducible copy and an electronic copy of the "as built" drawings of the Alterations, to the extent such Alterations are of a type for which as-built plans are generally prepared, as well as all permits, approvals and other documents issued by any governmental agency in connection with the Alterations.

Manner of Construction. Landlord may impose, as a condition of its consent to any and all Alterations or repairs of the Premises or about the Premises, such requirements as Landlord in its reasonable discretion may deem desirable, including, but not limited to, the requirement that Tenant utilize for such purposes only contractors reasonably approved by Landlord, and the requirement that upon Landlord's ’s timely request (as more particularly set forth in Section 8.5, below), Tenant shall, at Tenant's ’s expense, remove such Alterations upon the expiration or any early termination of the Lease Term and return in accordance with the affected portion terms of Section 8.5, below. If Landlord shall give its consent, the consent shall be deemed conditioned upon Tenant acquiring a permit to do the work from appropriate governmental agencies, the furnishing of a copy of such permit to Landlord prior to the commencement of the Premises to work, and the compliance by Tenant with all conditions of said permit in a building standard tenant improved condition as determined by prompt and expeditious manner. If such Alterations will involve the use of or disturb hazardous materials or substances existing in the Premises, Tenant shall comply with Landlord’s rules and regulations concerning such hazardous materials or substances. Tenant shall construct such Alterations and perform such repairs in a good and workmanlike manner, in conformance with any and all applicable federal, state, county or municipal laws, rules and regulations and pursuant to a valid building permit, issued by the City of San DiegoFrancisco, all in conformance with Landlord's ’s construction rules and regulations; provided, however, that prior to commencing to construct any Alteration (other than Cosmetic Alterations)Alteration, Tenant shall meet with Landlord to discuss Landlord's ’s design parameters and code compliance issues. In the event Tenant performs any Alterations in the Premises which require or give rise to governmentally required changes to the "Base Building," as that term is defined below, then Landlord shall, at Tenant's expense, make such changes to the Base Building. The "Base Building" shall include the structural portions of the Building, and the public restrooms, elevators, fire stairwells and the systems and equipment located in the internal core of the Building on the floor or floors on which the Premises are located. In performing the work of any such Alterations, Tenant shall have the work performed in such manner so as not to obstruct access to the Project or any portion thereof, by any other tenant of the Project, and so as not to obstruct the business of Landlord or other tenants in the Project. Tenant shall not use (and upon notice from Landlord shall cease using) contractors, services, workmen, labor, materials or equipment that, in Landlord's reasonable judgment, would disturb labor harmony with the workforce or trades engaged in performing other work, labor or services in or about the Building or the Common Areas. In addition to Tenant's obligations under Article 9 of this Lease, upon completion of any Alterations, Tenant agrees to cause a Notice of Completion to be recorded in the office of the Recorder of the County of San Diego in accordance with Section 3093 of the Civil Code of the State of California or any successor statute, and Tenant shall deliver to the Project construction manager a reproducible copy and an electronic copy of the "as built" drawings of the Alterations, to the extent such Alterations are of a type for which as-built plans are generally prepared, as well as all permits, approvals and other documents issued by any governmental agency in connection with the Alterations.or

Manner of Construction. Landlord may impose, as a condition of its consent to any and all Alterations or repairs of the Premises or about the Premises, such requirements as Landlord in its reasonable discretion may deem desirable, including, but not limited to, the requirement that Tenant utilize for such purposes only contractors contractors, subcontractors, materials, mechanics and materialmen selected by Tenant from a list provided and reasonably approved by Landlord, and the requirement that upon Landlord's timely request (and, as more particularly set forth in Section 8.5, below), the requirement that upon Landlord’s request, Tenant shall, at Tenant's ’s expense, remove such Alterations upon the expiration or any early termination of the Lease Term and return the affected portion of the Premises to a building standard tenant improved condition as determined by LandlordTerm. Tenant shall construct such Alterations and perform such repairs in a good and workmanlike manner, in conformance with any and all applicable federal, state, county or municipal laws, rules and regulations (including without limitation California Energy Code, Title 24) and pursuant to a valid building permit, issued by the City of San DiegoXxxx, all in conformance with Landlord's ’s construction rules and regulations; provided, however, that prior to commencing to construct any Alteration (other than Cosmetic Alterations)Alteration, Tenant shall meet with Landlord to discuss Landlord's ’s design parameters and code compliance issues. In the event Tenant performs any Alterations in the Premises which require or give rise to governmentally required changes to the "“Base Building," ” as that term is defined below, then Landlord shall, at Tenant's ’s expense, make such changes to the Base Building. The "“Base Building" ” shall include the structural portions of the Building, and the public restrooms, elevators, fire exit stairwells and the systems and equipment located in the internal core of the Building on the floor or floors on which the Premises are located. In performing the work of any such Alterations, Tenant shall have the work performed in such manner so as not to obstruct access to the Project or any portion thereof, by any other tenant of the Project, and so as not to obstruct the business of Landlord or other tenants in the Project. Tenant shall not use (and upon notice from Landlord shall cease using) contractors, services, workmen, labor, materials or equipment that, in Landlord's ’s reasonable judgment, would disturb labor harmony with the workforce or trades engaged in performing other work, labor or services in or about the Building or the Common Areas. In addition to Tenant's ’s obligations under Article 9 of this Lease, upon completion of any Alterations, Tenant agrees to cause a Notice of Completion to be recorded in the office of the Recorder of the County of San Diego Xxxx in accordance with Section 3093 8182 of the California Civil Code of the State of California or any successor statutestatute and furnish a copy thereof to Landlord upon recordation, and timely give all notices required pursuant to Section 8190 of the California Civil Code or any successor statute (failing which, Landlord may itself execute and file such Notice of Completion and give such notices on behalf of Tenant as Tenant’s agent for such purpose), and Tenant shall deliver to the Project construction manager (A) a reproducible copy print copy, and (B) an electronic copy CAD file, of the "“as built" ” drawings of the Alterations, to the extent such Alterations are of a type for which as-built plans are generally prepared, as well as all permits, approvals and other documents issued by any governmental agency in connection with the Alterations. Based upon such “as built” drawings and other documents provided by Tenant, Landlord shall, at Tenant’s expense, update Landlord’s “as-built” master plans for the floor(s) on which the Premises are located, if any, including updated vellums and electronic CAD files, all of which may be modified by Landlord from time-to-time, and the current versions of which shall be made available to Tenant upon Tenant’s request.

Manner of Construction. Landlord may impose, as a condition of its consent to any and all Alterations or repairs of the Premises or about the PremisesPremises or Tenant’s Off-Premises Equipment, such requirements as Landlord in its reasonable sole discretion may deem desirable, including, but not limited to, the requirement that Tenant utilize for such purposes only contractors reasonably contractors, subcontractors, materials, mechanics and materialmen selected by Tenant from a list provided and approved by Landlord, and the requirement that upon Landlord's timely request (as more particularly set forth in Section 8.5, below)’s request, Tenant shall, at Tenant's ’s expense, remove such Alterations any “Specialty Alterations” (defined below) upon the expiration or any early termination of the Lease Term and return the affected portion of the Premises to a building standard tenant improved condition as determined by LandlordTerm. Tenant shall construct such Alterations and perform such repairs in a good and workmanlike manner, in conformance with any and all applicable federal, state, county or municipal laws, rules and regulations and pursuant to a valid building permit, issued by the City of San DiegoCity, all in conformance with Landlord's ’s construction rules and regulations; provided, however, that prior to commencing to construct any Alteration (other than Cosmetic Alterations), Tenant shall meet with Landlord to discuss Landlord's design parameters and code compliance issues. In the event Tenant performs any Alterations in the Premises which require or give rise to governmentally required changes to the "“Base Building," ” as that term is defined below, then Landlord shall, at Tenant's ’s expense, make such changes to the Base Building. The "“Base Building" ” shall include the structural portions of the Building, and the public restrooms, elevators, fire stairwells and the systems and equipment located in the internal core of mean the Building Structure, the Building Systems, including the Building Systems on the floor or floors on which the Premises are locatedis located as well as the Common Areas. In performing the work of any such Alterations, Tenant shall have the work performed in such manner so as not to obstruct access to the Project or any portion thereof, by any other tenant of the Project, and so as not to obstruct the business of Landlord or other tenants in the Project. Tenant shall not use (and upon notice from Landlord shall cease using) contractors, services, workmen, labor, materials or equipment that, in Landlord's reasonable judgment, would disturb labor harmony with the workforce or trades engaged in performing other work, labor or services in or about the Building or the Common Areas. In addition to Tenant's ’s obligations under Article 9 of this Lease, upon completion of any Alterations, Tenant agrees to cause a Notice of Completion to be recorded in the office of the Recorder of the County of San Diego in which the Project is located in accordance with Section 3093 8182 of the Civil Code of the State of California or any successor statute, and Tenant shall deliver to the Project construction manager management office a reproducible copy and an electronic copy of the "“as built" ” drawings of the Alterations, to the extent such Alterations are of a type for which as-built plans are generally prepared, as well as all permits, approvals and other documents issued by any governmental agency in connection with the Alterations.

Manner of Construction. Tenant shall utilize only competent contractors, subcontractors, materials, mechanics and materialmen reasonably approved by Landlord may imposefor the construction of any Alterations, as a condition of which approval shall not be unreasonably withheld, conditioned or delayed; provided, however, that Tenant shall be entitled to use its consent employees to any and all make Alterations which do not affect the mechanical or repairs structural portions of the Premises or about the Premises, such requirements Building Structure so long as Landlord in its reasonable discretion may deem desirable, including, but not limited to, the requirement that Tenant utilize for such purposes only contractors reasonably approved by complies with all other provisions of this ARTICLE 8. Upon Landlord, and the requirement that upon Landlord's timely ’s request (as more particularly set forth in Section unless Landlord waived, at the time of Landlord’s approval of any Alterations pursuant to the provisions of SECTION 8.5, below, its right to make such request), Tenant shall, at Tenant's ’s expense, remove such Alterations upon the expiration or any early termination of the Lease Term Term. If such Alterations will involve the use of or disturb Hazardous Materials or substances existing in the Premises, Tenant shall comply with Landlord’s rules and return the affected portion of the Premises regulations concerning, and all Applicable Laws pertaining to, Hazardous Materials or substances with respect to a building standard tenant improved condition as determined by Landlordsuch Alterations. Tenant shall construct such Alterations and perform such repairs in a good and workmanlike manner, in conformance with any and all applicable federal, statecommonwealth, county or municipal laws, rules and regulations and pursuant to a valid building permit, issued by the City of San DiegoMarlborough, all and in conformance with Landlord's ’s construction rules and regulations; provided, howeverif any, that provided to Tenant in writing prior to commencing to construct any Alteration (other than Cosmetic construction of such Alterations), Tenant shall meet with Landlord to discuss Landlord's design parameters and code compliance issues. In the event Tenant performs any Alterations in the Premises which require or give rise to governmentally required changes to the "“Base Building," ” as that term is defined below, then Landlord shall, at Tenant's ’s expense, make such changes to the Base Building. The "Base Building" “BASE BUILDING” shall include the structural portions of the BuildingBuilding Structure, and the public restrooms, elevators, fire stairwells restrooms and the systems and equipment located in the internal core of the Building on the floor or floors on which the Premises are located. In performing the work of any such Alterations, Tenant shall have the work performed in such manner so as not to obstruct access to the Project or any portion thereof, by any other tenant of the Project, and so as not to obstruct the business of Landlord or other tenants in the Project. Tenant shall not use (and upon promptly after notice from Landlord shall cease using) contractors, services, workmen, labor, materials or equipment that, in Landlord's ’s reasonable judgment, would disturb labor harmony with the workforce or trades engaged in performing other work, labor or services in or about the Building or the Common Areas. In addition to Tenant's ’s obligations under Article ARTICLE 9 of this Lease, upon completion of any AlterationsAlterations which affect the Building Systems and Building Structures, Tenant agrees to cause a Notice such notices as may be necessary to evidence completion of Completion any work undertaken by Tenant to be recorded in the office of the Recorder of the County of San Diego Middlesex in accordance with Section 3093 the laws of the Civil Code Commonwealth of the State of California Massachusetts or any successor statute, and Tenant shall deliver to the Project construction manager management office a reproducible copy and an electronic copy of the "“as built" ” drawings of the Alterations, to the extent such Alterations are of a type for which as-built plans are generally prepared, as well as all permits, approvals and other documents issued by any governmental agency in connection with the Alterations.

Manner of Construction. Landlord may impose, as a condition of its consent to any and all Alterations or repairs of the Premises or about the Premises, such requirements as Landlord in its reasonable discretion may deem desirablereasonably necessary to protect the Building Structure and/or Building Systems, including, but not limited to, the requirement that Tenant utilize for such purposes only contractors reasonably approved by Landlord, and the requirement that upon . Upon Landlord's ’s timely request (as more particularly set forth in Section 8.5, below), Tenant shall, at Tenant's ’s expense, remove such any Alterations upon the expiration or any early termination of the Lease Term and return the affected portion of the Premises to a building standard tenant improved its condition as determined by Landlordof the Effective Date. Tenant shall construct such Alterations and perform such repairs in a good and workmanlike manner, in conformance with any and all applicable federal, state, county or municipal laws, rules and regulations and pursuant to a valid building permit, issued by the City of San Diego, all in conformance with Landlord's ’s construction rules and regulations; provided, however, that prior to commencing to construct any Alteration (other than Cosmetic Alterations)Alteration, Tenant shall meet with Landlord to discuss Landlord's ’s design parameters and code compliance issues. In the event Tenant performs any Alterations in the Premises which require or give rise to governmentally required changes to the "“Base Building," ” as that term is defined below, then Landlord shall, at Tenant's ’s expense, make such changes to the Base Building. The "“Base Building" ” shall include the structural portions of the Building, and the public restrooms, elevators, fire exit stairwells and the systems and equipment located in the internal core of the Building on the floor or floors on which the Premises are located. In performing the work of any such Alterations, Tenant shall have the work performed in such manner so as not to obstruct access to the Project or any portion thereof, by any other tenant of the Project, and so as not to obstruct the business of Landlord or other tenants in the Project. Tenant shall not use (and upon notice from Landlord shall cease using) contractors, services, workmen, labor, materials or equipment that, in Landlord's ’s reasonable judgment, would disturb labor harmony with the workforce or trades engaged in performing other work, labor or services in or about the Building or the Common Areas. In addition to Tenant's ’s obligations under Article 9 of this Lease, upon completion of any Alterations, Tenant agrees to cause a Notice of Completion to be recorded in the office of the Recorder of the County of San Diego in accordance with Section 3093 of the Civil Code of the State of California or any successor statute, and Tenant shall deliver to the Project construction manager a reproducible copy and an electronic copy of the "“as built" ” drawings of the Alterations, to the extent such Alterations are of a type for which as-built plans are generally preparedapplicable, as well as all permits, approvals and other documents issued by any governmental agency in connection with the Alterations.

Manner of Construction. Landlord may impose, as a condition of its ---------------------- consent to any and all Alterations or repairs of the Premises or about the Premises, such requirements as Landlord in its reasonable discretion may deem desirable, including, but not limited to, the requirement that Tenant utilize for such purposes only contractors contractors, subcontractors, materials, mechanics and materialmen selected by Tenant from a list provided and approved by Landlord (provided such list shall include more than one (1) contractor and shall also include Xxxxxxx and/or any other Xxxxxxx entity reasonably approved by Landlord), and the requirement that upon Landlord's timely request (as more particularly set forth in Section 8.5, below)request, Tenant shall, at Tenant's expense, remove such Alterations upon the expiration or any early termination of the Lease Term if Landlord gave Tenant written notice that such removal would be required at the time Landlord consented to such Alteration. If such Alterations will involve the use of or disturb Hazardous Materials or substances existing in the Premises, Tenant shall comply with Landlord's rules and return the affected portion of the Premises to a building standard tenant improved condition as determined by Landlordregulations concerning such Hazardous Materials or substances. Tenant shall construct such Alterations and perform such repairs in a good and workmanlike manner, in conformance with any and all applicable federal, state, county or municipal laws, rules and regulations and pursuant to a valid building permit, issued by the City of San DiegoLos Angeles, all in conformance with Landlord's construction rules and regulations; provided, however, that prior to commencing to construct any Alteration (other than Cosmetic Alterations), Tenant shall meet with Landlord to discuss Landlord's design parameters and code compliance issues. In the event Tenant performs any Alterations in the Premises which require or give rise to governmentally required changes to the "Base Building," as that term is defined below, then Landlord shall, at Tenant's expense, make such changes to the Base Building. The "Base Building" shall include the structural portions of the Building, and the public restrooms, elevators, fire stairwells restrooms and the systems and equipment located in the internal core of the Building on the floor or floors on which the Premises are located. In performing the work of any such Alterations, Tenant shall have the work performed in such manner so as not to obstruct access to the Project or any portion thereof, by any other tenant of the Project, and so as not to obstruct the business of Landlord or other tenants in the Project. Tenant shall not use (and upon notice from Landlord shall cease using) contractors, services, workmen, labor, materials or equipment that, in Landlord's reasonable judgment, would disturb labor harmony with the workforce or trades engaged in performing other work, labor or services in or about the Building or the Common Areas. In addition to Tenant's obligations under Article 9 of this Lease, upon completion --------- of any Alterations, Tenant agrees to cause a Notice of Completion to be recorded in the office of the Recorder of the County of San Diego Los Angeles in accordance with Section 3093 of the Civil Code of the State of California or any successor statute, and Tenant shall deliver to the Project construction manager management office a reproducible copy and an electronic copy of the "as built" drawings of the Alterations, to the extent such Alterations are of a type for which as-built plans are generally prepared, as well as all permits, approvals and other documents issued by any governmental agency in connection with the Alterations.

Manner of Construction. Landlord may impose, as a condition of its consent to any and all Alterations or repairs of the Premises or about the Premises, such requirements as Landlord in its reasonable discretion may deem desirable, including, but not limited to, the requirement that Tenant utilize for such purposes only contractors reasonably contractors, subcontractors, materials, mechanics and materialmen selected by Tenant and approved by Landlord (in Landlord’s reasonable discretion), and the requirement that upon Landlord's timely request (as more particularly set forth in Section 8.5, below)’s request, Tenant shall, at Tenant's ’s expense, remove such Alterations upon the expiration or any early termination of the Lease Term Term; provided, however, that if Tenant’s request for approval of any Alteration requests a determination by Landlord as to whether or not Tenant shall be required to remove the subject Alteration upon the expiration or earlier termination of this Lease in accordance with the terms hereof, then Landlord shall include in its consent (if granted) notice as to whether the subject Alteration shall be required to be removed prior to the expiration or earlier termination of this Lease, and return the affected portion of the Premises to a building standard tenant improved condition as determined by Landlordcorresponding repairs made. Tenant shall construct such Alterations and perform such repairs in a good and workmanlike manner, in conformance with any and all applicable federal, state, county or municipal laws, rules and regulations and pursuant to a valid building permit, issued by the City of San Diegocity in which the Building is located (or other applicable governmental authority), all in conformance with Landlord's ’s construction rules and regulations; provided, however, that prior to commencing to construct any Alteration (other than Cosmetic Alterations)Alteration, Tenant shall meet with Landlord to discuss Landlord's ’s design parameters and code compliance issues. In the event Tenant performs any Alterations in the Premises which require or give rise to governmentally required changes to the "“Base Building," ” as that term is defined below, then Landlord shall, at Tenant's ’s expense, make such changes to the Base Building. The "“Base Building" ” shall include the structural portions of the Building, and the public restrooms, elevators, fire exit stairwells and the systems and equipment located in the internal core of the Building on the floor or floors on which the Premises are located. In performing the work of any such Alterations, Tenant shall have the work performed in such manner so as not to unreasonably obstruct access to the Project or any portion thereof, by any other tenant of the Project, and so as not to unreasonably obstruct the business of Landlord or other tenants in the Project. Tenant shall not use (and upon notice from Landlord shall cease using) contractors, services, workmen, labor, materials or equipment that, in Landlord's ’s reasonable judgment, would disturb labor harmony with the workforce or trades engaged in performing other work, labor or services in or about the Building or the Common Areas. In addition to Tenant's ’s obligations under Article 9 of this Lease, upon completion of any Alterations, Tenant agrees to cause a Notice of Completion to be recorded in the office of the Recorder of the County of San Diego in accordance with Section 3093 of the Civil Code of the State of California or any successor statute, and Tenant shall deliver to the Project construction manager a reproducible copy and an electronic copy of the "“as built" ” drawings of the Alterations, to the extent such Alterations are of a type for which as-built plans are generally prepared, as well as all permits, approvals and other documents issued by any governmental agency in connection with the Alterations.

Manner of Construction. Landlord may impose, as a condition of its consent to any and all Alterations or repairs of the Premises or about the PremisesPremises for which consent is required, such requirements as Landlord in its reasonable discretion may deem desirable, including, but not limited to, the requirement that Tenant utilize for such purposes only contractors contractors, subcontractors, materials, mechanics and materialmen reasonably approved by Landlord, and the requirement that upon Landlord's timely request (as more particularly set forth in ’s request, subject to the terms of Section 8.5, below), Tenant shall, at Tenant's ’s expense, remove such Alterations upon the expiration or any early termination of the Lease Term and return the affected portion of the Premises to a building standard tenant improved condition as determined by LandlordTerm. Tenant shall construct such Alterations and perform such repairs in a good and workmanlike manner, in conformance with any and all applicable federal, state, county or municipal laws, rules and regulations and pursuant to a valid building permit, issued by the City of San DiegoFrancisco, all in conformance with Landlord's ’s construction rules and regulations; provided, however, that prior to commencing to construct any Alteration (other than Cosmetic Alterations)Alteration, Tenant shall meet with Landlord to discuss Landlord's ’s design parameters and code compliance issues. In the event Tenant performs any Alterations in the Premises which require or give rise to governmentally required changes to the "“Base Building," ” as that term is defined below, then Landlord shall, at Tenant's ’s expense, make such changes to the Base Building. The "“Base Building" ” shall include the structural portions of the Building, and the public restrooms, elevators, fire exit stairwells and the systems and equipment located in the internal core of the Building on the floor or floors on which the Premises are located. In performing the work of any such Alterations, Tenant shall have the work performed in such manner so as not to obstruct access to the Project or any portion thereof, by any other tenant of the Project, and so as not to obstruct the business of Landlord or other tenants in the Project. Tenant shall not use (and upon notice from Landlord shall cease using) contractors, services, workmen, labor, materials or equipment that, in Landlord's ’s reasonable judgment, would disturb labor harmony with the workforce or trades engaged in performing other work, labor or services in or about the Building or the Common Areas. In addition to Tenant's ’s obligations under Article 9 of this Lease, upon completion of any Alterations, Tenant agrees to cause a Notice of Completion to be recorded in the office of the Recorder of the County of San Diego Francisco in accordance with Section 3093 of the Civil Code of the State of California or any successor statute, and Tenant shall deliver to the Project construction manager a reproducible copy and an electronic copy of the "“as built" ” drawings of the Alterations, to the extent such Alterations are of a type for which as-built plans are generally prepared, as well as all permits, approvals and other documents issued by any governmental agency in connection with the Alterations.

Manner of Construction. Landlord may impose, as a condition of its consent to any and all Alterations or repairs of the Premises or about the Premises, such requirements as Landlord in its reasonable discretion may deem desirable, including, but not limited to, the requirement that Tenant utilize for such purposes only contractors reasonably contractors, subcontractors, materials, mechanics and materialmen selected by Tenant from a list provided and approved by Landlord, and the requirement that upon Landlord's timely request (as more particularly set forth in Section 8.5, below)request, Tenant shall, at Tenant's expense, remove such Alterations upon the expiration or any early termination of the Lease Term and return the affected portion of the Premises to a building standard tenant improved condition as determined by LandlordTerm. Tenant shall construct such Alterations and perform such repairs in a good and workmanlike manner, in conformance with any and all applicable federal, state, county or municipal laws, rules and regulations and pursuant to a valid building permit, issued by the City of San Diegocity in which the Building is located (or other applicable governmental authority), all in conformance with Landlord's construction rules and regulations; provided, however, that prior to commencing to construct any Alteration (other than Cosmetic Alterations)Alteration, Tenant shall meet with Landlord to discuss Landlord's design parameters and code compliance issues. In the event Tenant performs any Alterations in the Premises which require or give rise to governmentally required changes to the "Base Building," as that term is defined below, then Landlord shall, at Tenant's expense, make such changes to the Base Building. The "Base Building" shall include the structural portions of the Building, and the public restrooms, elevators, fire exit stairwells and the systems and equipment located in the internal core of the Building on the floor or floors on which the Premises are located. In performing the work of any such Alterations, Tenant shall have the work performed in such manner so as not to obstruct access to the Project or any portion thereof, by any other tenant of the Project, and so as not to obstruct the business of Landlord or other tenants in the Project. Tenant shall not use (and upon notice from Landlord shall cease using) contractors, services, workmen, labor, materials or equipment that, in Landlord's reasonable judgment, would disturb labor harmony with the workforce or trades engaged in performing other work, labor or services in or about the Building or the Common Areas. In addition to Tenant's obligations under Article 9 of this Lease, upon completion of any Alterations, Tenant agrees to cause a Notice of Completion to be recorded in the office of the Recorder of the County of San Diego Alameda in accordance with Section 3093 8182 of the Civil Code of the State of California or any successor statute, and Tenant shall deliver to the Project construction manager a reproducible copy and an electronic copy of the "as built" drawings of the Alterations, to the extent such Alterations are of a type for which as-built plans are generally prepared, as well as all permits, approvals and other documents issued by any governmental agency in connection with the Alterations.

Manner of Construction. Landlord may impose, as a condition of its consent to any and all Alterations or repairs of the Premises or about the Premises, such requirements as Landlord in its reasonable discretion may deem desirable, including, but not limited to, the requirement that Tenant utilize for such purposes only contractors reasonably contractors, subcontractors, materials, mechanics and materialmen selected by Tenant from a list provided and approved by Landlord, and the requirement that upon Landlord's timely request (as more particularly set forth in Section 8.5, below)request, Tenant shall, at Tenant's expense, remove such Alterations upon the expiration or any early termination of the Lease Term and return the affected portion of the Premises to a building standard tenant improved condition as determined by LandlordTerm. Tenant shall construct such Alterations and perform such repairs in a good and workmanlike manner, in conformance with any and all applicable federal, state, county or municipal laws, rules and regulations and pursuant to a valid building permit, issued by the City of San Diegocity in which the Building is located (or other applicable governmental authority), all in conformance with Landlord's construction rules and regulations; provided, however, that prior to commencing to construct any Alteration (other than Cosmetic Alterations)Alteration, Tenant shall meet with Landlord to discuss Landlord's design parameters and code compliance issues. In the event Tenant performs any Alterations in the Premises which require or give rise to governmentally required changes to the "Base Building," as that term is defined below, then (i) such Base Building changes shall be subject to Landlord's prior approval in its sole discretion, (ii) if such changes are approved by Landlord, Landlord shall, at Tenant's expense, make such changes to the Base Building, and (iii) if such Base Building changes are not approved by Landlord, then Tenant shall not have the right to perform such Alterations. The "Base Building" shall include the structural portions of the Building, and the public restrooms, elevators, fire exit stairwells and the systems and equipment located in the internal core of the Building on the floor or floors on which the Premises are located. In performing the work of any such Alterations, Tenant shall have the work performed in such manner so as not to obstruct access to the Project or any portion thereof, by any other tenant of the Project, and so as not to obstruct the business of Landlord or other tenants in the Project. Tenant shall not use (and upon notice from Landlord shall cease using) contractors, services, workmen, labor, materials or equipment that, in Landlord's reasonable judgment, would disturb labor harmony with the workforce or trades engaged in performing other work, labor or services in or about the Building or the Common Areas. In addition to Tenant's obligations under Article 9 of this Lease, upon completion of any Alterations, Tenant agrees to cause a Notice of Completion to be recorded in the office of the Recorder of the County of San Diego in which the Building is located in accordance with Section 3093 8182 of the Civil Code of the State of California or any successor statute, and Tenant shall deliver to the Project construction manager a reproducible copy and an electronic copy of the "as built" drawings of the Alterations, to the extent such Alterations are of a type for which as-built plans are generally prepared, as well as all permits, approvals and other documents issued by any governmental agency in connection with the Alterations.

Manner of Construction. Landlord may impose, as a condition of its consent to any and all Alterations or repairs of the Premises or about the Premises, such requirements as Landlord in its reasonable discretion may deem desirable, including, but not limited to, the requirement that Tenant utilize for such purposes only contractors reasonably contractors, subcontractors, materials, mechanics and materialmen selected by Tenant from a list provided and approved by Landlord, and the requirement that upon Landlord's timely request (as more particularly set forth in Section 8.5, below)’s request, Tenant shall, at Tenant's ’s expense, remove such Alterations upon the expiration or any early termination of the Lease Term and return the affected portion of the Premises to a building standard tenant improved condition as determined by LandlordTerm. Tenant shall construct such Alterations and perform such repairs in a good and workmanlike manner, in conformance with any and all applicable federal, state, county or municipal laws, rules and regulations and pursuant to a valid building permit, issued by the City of San Diegocity in which the Building is located (or other applicable governmental authority), all in conformance with Landlord's ’s construction rules and regulationsregulations (including with respect to ACM); provided, however, that prior to commencing to construct any Alteration (other than Cosmetic Alterations)Alteration, Tenant shall meet with Landlord to discuss Landlord's ’s design parameters and code compliance issuesissues (including with respect to ACM). In the event Tenant performs any Alterations in the Premises which require or give rise to governmentally required changes to the "“Base Building," ” as that term is defined below, then Landlord shall, at Tenant's ’s expense, make such changes to the Base Building. The "“Base Building" ” shall include the structural portions of the Building, and the public restrooms, elevators, fire exit stairwells and the systems and equipment located in the internal core of the Building on the floor or floors on which the Premises are located. In performing the work of any such Alterations, Tenant shall have the work performed in such manner so as not to obstruct access to the Project or any portion thereof, by any other tenant of the Project, and so as not to obstruct the business of Landlord or other tenants in the Project. Tenant shall not use (and upon notice from Landlord shall cease using) contractors, services, workmen, labor, materials or equipment that, in Landlord's ’s reasonable judgment, would disturb labor harmony with the workforce or trades engaged in performing other work, labor or services in or about the Building or the Common Areas. In addition to Tenant's ’s obligations under Article 9 of this Lease, upon completion of any Alterations, Tenant agrees to cause a Notice of Completion to be recorded in the office of the Recorder of the County of San Diego in accordance with Section 3093 of the Civil Code of the State of California or any successor statute, and Tenant shall deliver to the Project construction manager a reproducible copy and an electronic copy of the "“as built" ” drawings of the Alterations, to the extent such Alterations are of a type for which as-built plans are generally prepared, as well as all permits, approvals and other documents issued by any governmental agency in connection with the Alterations.

Manner of Construction. Landlord may impose, as a condition of its consent to any and all Alterations or repairs of the Premises or about the Premises, such requirements as Landlord in its reasonable discretion may deem desirable, including, but not limited to, the requirement that Tenant utilize for such purposes only contractors reasonably approved by Landlord, and the requirement that upon Landlord's timely request (as more particularly set forth in Section 8.5, below), Tenant shall, at Tenant's expense, remove such Alterations upon the expiration or any early termination of the Lease Term and return the affected portion of the Premises to a building standard tenant improved condition as determined by Landlord. Tenant shall construct such Alterations and perform such repairs in a good and workmanlike manner, in conformance with any and all applicable federal, state, county or municipal laws, rules and regulations and pursuant to a valid building permit, issued by the City of San Diego, all in conformance with Landlord's construction rules and regulations; provided, however, that prior to commencing to construct any Alteration (other than Cosmetic Alterations)Alteration, Tenant shall meet with Landlord to discuss Landlord's design parameters and code compliance issues. In the event Tenant performs any Alterations in the Premises which require or give rise to governmentally required changes to the "Base Building," as that term is defined below, then Landlord shall, at Tenant's expense, make such changes to the Base Building. The "Base Building" shall include the structural portions of the Building, and the public restrooms, elevators, fire exit stairwells and the systems and equipment located in the internal core of the Building on the floor or floors on which the Premises are located. In performing the work of any such Alterations, Tenant shall have the work performed in such manner so as not to obstruct access to the Project or any portion thereof, by any other tenant of the Project, and so as not to obstruct the business of Landlord or other tenants in the Project. Tenant shall not use (and upon notice from Landlord shall cease using) contractors, services, workmen, labor, materials or equipment that, in Landlord's reasonable judgment, would disturb labor harmony with the workforce or trades engaged in performing other work, labor or services in or about the Building or the Common Areas. In addition to Tenant's obligations under Article 9 of this Lease, upon completion of any Alterations, Tenant agrees to cause a Notice of Completion to be recorded in the office of the Recorder of the County of San Diego in accordance with Section 3093 of the Civil Code of the State of California or any successor statute, and Tenant shall deliver to the Project construction manager a reproducible copy and an electronic copy of the "as built" drawings of the Alterations, to the extent such Alterations are of a type for which as-built plans are generally preparedapplicable, as well as all permits, approvals and other documents issued by any governmental agency in connection with the Alterations.

Manner of Construction. Landlord Lessor may impose, impose as a condition of its ---------------------- consent to any and all Alterations or repairs of the Premises or about the Premises, such requirements as Landlord Lessor in its reasonable discretion may deem desirable, including, but not limited to, the requirement that Tenant utilize for such purposes only contractors reasonably approved by Landlordupon Lessor's request, and the requirement that upon Landlord's timely request (as more particularly set forth in Section 8.5, below), Tenant Lessee shall, at TenantLessee's expense, remove such Alterations upon the expiration or any early termination of the Lease Term Term, and/or the requirement that Lessee utilize for such purposes only contractors, materials, mechanics and return management selected by Lessee and approved by Lessor (which approval shall not be unreasonably withheld, conditioned or delayed): provided, however, that Lessee shall utilize subcontractors of Lessor's selection to perform all work that may affect the affected portion Systems and Equipment, structural aspects of the Premises Project, the Base, Xxxxx and Core, or exterior appearance of the Project or common areas, provided that Lessor shall cause such subcontractors selected by Lessor to a building standard tenant improved condition as determined by Landlordcharge Lessee for such work in an amount equal to the cost that comparable first-class reputable and reliable subcontractors would have charged Lessee if selected pursuant to competitive bidding procedures. Tenant Lessee shall construct such Alterations and perform such repairs in a good and workmanlike manner, in conformance with any and all applicable federal, state, county or municipal laws, rules and regulations of any federal state, country or municipal code or ordinance and pursuant to a valid building permit, permit issued by the City of San Diego, all Pasadena in conformance with LandlordLessor's construction rules and regulations; providedregulations Lessor's approval of the plans, howeverspecifications and working drawings for Lessee's Alterations shall create no responsibility or liability on the part of Lessor for their completeness, that prior design sufficiency, or compliance with all laws, rules and regulations of governmental agencies or authorities. All work with respect to commencing to construct any Alteration (other than Cosmetic Alterations), Tenant shall meet with Landlord to discuss Landlord's design parameters and code compliance issues. In the event Tenant performs any Alterations must be done in a good and workmanlike manner and diligently prosecuted to completion to the end that the Premises which require or give rise to governmentally required changes to shall at all times be a complete unit except during the "Base Building," as that term is defined below, then Landlord shall, at Tenant's expense, make such changes to the Base Building. The "Base Building" shall include the structural portions period of the Building, and the public restrooms, elevators, fire stairwells and the systems and equipment located in the internal core of the Building on the floor or floors on which the Premises are locatedwork. In performing the work of any such Alterations, Tenant Lessee shall have the work performed in such manner so as is not to obstruct access to the Project or any portion thereof, by for any other tenant Lessee of the Project, and so as is not to obstruct the business of Landlord Lessor or other tenants Lesses in the Project, or interfere with the labor force working in the Project. Tenant In the event that Lessee makes any Alterations, Lessee agrees to carry "Builder's All Risk" insurance in an amount reasonably approved by Lessor covering the construction of such Alterations, and such other insurance is Lessor may require, it being understood and agreed that all of such Alteration shall not use (and be insured by Lessee pursuant to Article 9 immediately upon notice from Landlord shall cease using) contractorscompletion thereof. In addition, services, workmen, labor, materials or equipment thatLessor may, in Landlord's its reasonable judgmentdiscretion, would disturb labor harmony with require Lessee to obtain a lien and completion bond or some alternate form of security satisfactory to Lessor in an amount sufficient to ensure the workforce or trades engaged in performing other work, labor or services in or about the Building or the Common Areaslien-free completion of such Alterations and naming Lessor as a co- obligee. In addition to Tenant's obligations under Article 9 of this Lease, upon Upon completion of any Alterations, Tenant Lessee agrees to cause a Notice of Completion to be recorded in the office Office of the Recorder of the County of San Diego Los Angeles in accordance with Section section 3093 of the Civil Code of the State of ---------- California or any successor statute, statute and Tenant Lessee shall deliver to the Project construction manager Building management office a reproducible copy and an electronic copy of the "as built" drawings drawing of the Alterations, to the extent such Alterations are of a type for which as-built plans are generally prepared, as well as all permits, approvals and other documents issued by any governmental agency in connection with the Alterations.

Manner of Construction. Landlord may impose, as a condition of its consent to any and all Alterations or repairs of the Premises or about the Premises, such requirements as Landlord in its reasonable discretion may deem desirable, including, but not limited to, the requirement that Tenant utilize for such purposes only contractors reasonably contractors, subcontractors, materials, mechanics and materialmen selected by Tenant from a list provided and approved by Landlord, and the requirement that upon Landlord's timely request (as more particularly set forth in Section 8.5, below)’s request, Tenant shall, at Tenant's ’s expense, remove such Alterations upon the expiration or any early termination of the Lease Term and return the affected portion of the Premises to a building standard tenant improved condition as determined by LandlordTerm. Tenant shall construct such Alterations and perform such repairs in a good and workmanlike manner, in conformance with any and all applicable federal, state, county or municipal laws, rules and regulations and pursuant to a valid building permit, issued by the City of San DiegoSunnyvale, all in conformance with Landlord's ’s construction rules and regulations; provided, however, that prior to commencing to construct any Alteration (other than Cosmetic Alterations)Alteration, Tenant shall meet with Landlord to discuss Landlord's ’s design parameters and code compliance issues. In the event Tenant performs any Alterations in the Premises which require or give rise to governmentally required changes to the "“Base Building," ” as that term is defined below, then Landlord shall, at Tenant's ’s expense, make such changes to the Base Building. The "“Base Building" ” shall include the structural portions of the Building, and the public restrooms, elevators, fire exit stairwells and the systems and equipment located in the internal core of the Building on the floor or floors on which the Premises are located. In performing the work of any such Alterations, Tenant shall have the work performed in such manner so as not to obstruct access to the Project or any portion thereof, by any other tenant of the Project, and so as not to obstruct the business of Landlord or other tenants in the Project. Tenant shall not use (and upon notice from Landlord shall cease using) contractors, services, workmen, labor, materials or equipment that, in Landlord's ’s reasonable judgment, would disturb labor harmony with the workforce or trades engaged in performing other work, labor or services in or about the Building or the Common Areas. In addition to Tenant's ’s obligations under Article 9 of this Lease, upon completion of any Alterations, Tenant agrees to cause a Notice of Completion to be recorded in the office of the Recorder of the County of San Diego Mateo in accordance with Section 3093 8182 of the California Civil Code of the State of California or any successor statutestatute and furnish a copy thereof to Landlord upon recordation, and Tenant shall deliver to the Project construction manager (A) a reproducible copy print copy, and (B) an electronic copy CAD file, of the "“as built" ” drawings of the Alterations, to the extent such Alterations are of a type for which as-built plans are generally prepared, as well as all permits, approvals and other documents issued by any governmental agency in connection with the Alterations. Based upon such “as built” drawings and other documents provided by Tenant, Landlord shall, at Tenant’s expense, update Landlord’s “as-built” master plans for the floor(s) on which the Premises are located, if any, including updated vellums and electronic CAD files, all of which may be modified by Landlord from time-to-time, and the current versions of which shall be made available to Tenant upon Tenant’s request.

Manner of Construction. Landlord may impose, as a condition of its consent to any and all Alterations or repairs of the Premises or about the Premises, such requirements as Landlord in its reasonable discretion may deem desirable, including, but not limited to, the requirement that Tenant utilize for such purposes only contractors reasonably approved by Landlord, and any removal and/or restoration obligations required to be performed pursuant to the requirement that TCCs of Section 8.5 of this Lease. If Landlord shall give its consent, the consent shall be deemed conditioned upon Landlord's timely request Tenant acquiring a permit (as more particularly set forth to the extent required) to do the work from appropriate governmental agencies, the furnishing of a copy of such permit to Landlord prior to the commencement of the work, and the compliance by Tenant with all conditions of said permit in Section 8.5, below)a prompt and expeditious manner. If such Alterations will involve the use of or disturb hazardous materials or substances existing in the Premises, Tenant shall, at Tenant's expense, remove shall notify Landlord prior to performing such Alterations upon the expiration and comply with Landlord’s rules and regulations concerning such hazardous materials or any early termination of the Lease Term and return the affected portion of the Premises to a building standard tenant improved condition as determined by Landlordsubstances. Tenant shall construct such Alterations and perform such repairs in a good and workmanlike manner, in conformance with any and all applicable federal, state, county county, local or municipal laws, ordinances, rules and regulations and pursuant to a valid building permitpermit (to the extent required), issued by the City of San Diegocity in which the Building is located (or other applicable governmental authority), all in conformance with Landlord's ’s reasonable construction rules and regulations; provided, however, that prior to commencing to construct any Alteration (other than Cosmetic Alterations)Alteration, Tenant shall meet with Landlord to discuss Landlord's ’s design parameters and code compliance issues. In the event Tenant performs any Alterations in the Premises which require or give rise to governmentally required changes to the "“Base Building," ” as that term is defined below, then Landlord shall, at Tenant's ’s expense, make such changes to the Base Building. The "Base Building" shall include the structural portions Since all or a portion of the Building, and the public restrooms, elevators, fire stairwells and the systems and equipment located Project is or may become in the internal core of future certified under the Building on the floor LEED rating system (or floors on which the Premises are located. In performing the work of any such Alterationsother applicable certification standard) (all in Landlord’s sole and absolute discretion), Tenant shall have the work performed in such manner so as not to obstruct access to the Project or any portion thereof, by any other tenant of the Project, expressly acknowledges and so as not to obstruct the business of Landlord or other tenants in the Project. Tenant shall not use (and upon notice from Landlord shall cease using) contractors, services, workmen, labor, materials or equipment that, in Landlord's reasonable judgment, would disturb labor harmony with the workforce or trades engaged in performing other work, labor or services in or about the Building or the Common Areas. In addition to Tenant's obligations under Article 9 of this Lease, upon completion of any Alterations, Tenant agrees to cause a Notice of Completion to be recorded in the office of the Recorder of the County of San Diego in accordance with Section 3093 of the Civil Code of the State of California or any successor statute, and Tenant shall deliver to the Project construction manager a reproducible copy and an electronic copy of the "as built" drawings of the Alterations, to the extent such Alterations are of a type for which as-built plans are generally prepared, as well as all permits, approvals and other documents issued by any governmental agency in connection with the Alterations.that without

Manner of Construction. Landlord may impose, as a condition of its consent to any and all Alterations or repairs of the Premises or about the Premises, such requirements as Landlord in its reasonable sole discretion may deem desirable, including, but not limited to, the requirement that Tenant utilize for such purposes only contractors reasonably contractors, subcontractors, materials, mechanics and materialmen selected by Tenant from a list provided and approved by Landlord, and the requirement that upon Landlord's timely ’s request (as more particularly set forth in Section 8.5, below)given at the time of Landlord’s approval of the Alteration, Tenant shall, at Tenant's ’s expense, remove such Alterations upon the expiration or any early termination of the Lease Term Term, and return the affected portion requirement that all Alterations conform in terms of quality and style to the building’s standards established by Landlord. If such Alterations will involve the use of or disturb hazardous materials or substances existing in the Premises, Tenant shall comply with Landlord’s reasonable rules and regulations concerning such hazardous materials or substances. Landlord’s approval of the Premises to a building standard tenant improved condition as determined by Landlordplans, specifications and working drawings for Tenant’s Alterations shall create no responsibility or liability on the part of Landlord for their completeness, design sufficiency, or compliance with all Laws. Tenant shall construct such Alterations and perform such repairs in a good and workmanlike manner, in conformance with any and all applicable federal, state, county or municipal laws, rules and regulations Laws and pursuant to a valid building permit, issued by the City of San DiegoSalt Lake City, all in conformance with Landlord's ’s construction rules and regulations; provided, however, that prior to commencing to construct any Alteration (other than Cosmetic Alterations), Tenant shall meet with Landlord to discuss regulations and the plans and specifications previously approved by Landlord's design parameters and code compliance issues. In the event Tenant performs any Alterations in the Premises which require or give rise to governmentally required changes to the "“Base Building," ” as that term is defined below, then Landlord (or Landlord’s property manager) shall, at Tenant's ’s expense, make such changes to the Base Building. The "“Base Building" ” shall include mean the (i) Building’s roof and roof membrane, elevator shafts, footings, foundations, structural portions of the Buildingload-bearing walls, structural floors and subfloors, structural columns and beams, and the public restroomscurtain walls, elevatorsand (ii) Building’s core HVAC, fire stairwells life-safety, plumbing, electrical, mechanical and the systems and equipment located in the internal core of the Building on the floor or floors on which the Premises are locatedelevator systems. In performing the work of any such Alterations, Tenant shall have the work performed in such manner so as not to obstruct access to the Project or any portion thereof, by any other tenant of the Project, and so as not to obstruct the business of Landlord or other tenants in the Project. Tenant shall not use (and upon notice from Landlord shall cease using) contractors, services, workmen, labor, materials or equipment that, in Landlord's ’s reasonable judgment, would disturb labor harmony with the workforce or trades engaged in performing other work, labor or services in or about the Building or Project and in that respect, Landlord shall have the Common Areasright, in connection with the construction of any Alterations and/or any tenant improvements constructed in the Premises pursuant to the terms of the Tenant Work Letter, to require that all subcontractors, laborers, materialmen, and suppliers retained directly by Tenant and/or Landlord (unless Landlord elects otherwise) be union labor in compliance with the then existing master labor agreements. In addition to Tenant's ’s obligations under Article 9 of this Lease, upon completion of any Alterations, Tenant agrees to cause a Notice of Completion to be recorded in the office of the Recorder of the County of San Diego in accordance with Section 3093 of the Civil Code of the State of California or any successor statute, and Tenant shall deliver to the Project construction manager management office a reproducible copy and an electronic copy of the "“as built" ” drawings of the Alterations, to the extent such Alterations are of a type for which as-built plans are generally prepared, as well as all permits, approvals and other documents issued by any governmental agency in connection with the Alterations.

Manner of Construction. Landlord may impose, as a condition of its consent to any and all Alterations or repairs of the Premises or about the Premises, such requirements as Landlord in its reasonable discretion may deem desirable, including, but not limited to, the requirement that Tenant utilize for such purposes only contractors reasonably contractors, subcontractors, materials, mechanics and materialmen approved by Landlord, and the requirement that upon Landlord's timely request (as more particularly set forth in Section 8.5, below)request, Tenant shall, at Tenant's expense, remove such Alterations upon the expiration or any early termination of the Lease Term and return the affected portion of the Premises to a building standard tenant improved condition as determined by LandlordTerm. Tenant shall construct such Alterations and perform such repairs in a good and workmanlike manner, in conformance with any and all applicable federal, state, county or municipal laws, rules and regulations and pursuant to a valid building permit, issued by the City of San Diegocity in which the Project is located, all in conformance with Landlord's construction rules and regulations; provided, however, that prior to commencing to construct any Alteration (other than Cosmetic Alterations)Alteration, Tenant shall meet with Landlord to discuss Landlord's design parameters and code compliance issues. In the event Tenant performs any Alterations in the Premises which require or give rise to governmentally required changes to the "Base Buildingand Shell," as that term is defined below, then Landlord shall, at Tenant's expense, make such changes to the Base Buildingand Shell. The "Base Buildingand Shell" shall include the structural portions of the Building, and the public restrooms, elevators, fire exit stairwells and the systems and equipment located in the internal core of the Building on the floor or floors on which the Premises are located. In performing the work of any such Alterations, Tenant shall have the work performed in such manner so as not to obstruct access to the Project or any portion thereof, by any other tenant of the Project, and so as not to obstruct the business of Landlord or other tenants in the Project. Tenant shall not use (and upon notice from Landlord shall cease using) contractors, services, workmen, labor, materials or equipment that, in Landlord's reasonable judgment, would disturb labor harmony with the workforce or trades engaged in performing other work, labor or services in or about the Building or the Common Areas. In addition to Tenant's obligations under Article 9 of this Lease, upon completion of any Alterations, Tenant Xxxxxx agrees to cause a Notice of Completion to be recorded in the office of the Recorder of the County of San Diego in which the Project is located in accordance with Section 3093 of the Civil Code of the State of California or any successor statute, and Tenant shall deliver to the Project construction manager a reproducible copy and an electronic copy of the "as built" drawings of the Alterations, to the extent such Alterations are of a type for which as-built plans are generally prepared, as well as all permits, approvals and other documents issued by any governmental agency in connection with the Alterations.

Manner of Construction. Landlord may impose, as a condition of its consent to any and all Alterations or repairs of the Premises or about the Premises, such requirements as Landlord in its reasonable discretion may deem desirable, including, but not limited to, the requirement that Tenant utilize for such purposes only contractors reasonably approved by Landlord, and the requirement that upon Landlord's ’s timely request (as more particularly set forth in Section 8.5, below), Tenant shall, at Tenant's ’s expense, remove such Alterations upon the expiration or any early termination of the Lease Term and return the affected portion of the Premises to a building standard tenant improved condition as determined by Landlord. Tenant shall construct such Alterations and perform such repairs in a good and workmanlike manner, in conformance with any and all applicable federal, state, county or municipal laws, rules and regulations and pursuant to a valid building permit, issued by the City of San Diego, all in conformance with Landlord's ’s construction rules and regulations; provided, however, that prior to commencing to construct any Alteration (other than Cosmetic Alterations)Alteration, Tenant shall meet with Landlord to discuss Landlord's ’s design parameters and code compliance issues. In the event Tenant performs any Alterations in the Premises which require or give rise to governmentally required changes to the "“Base Building," ” as that term is defined below, then Landlord shall, at Tenant's ’s expense, make such changes to the Base Building. The "“Base Building" ” shall include the structural portions of the Building, and the public restrooms, elevators, fire exit stairwells and the systems and equipment located in the internal core of the Building on the floor or floors on which the Premises are located. In performing the work of any such Alterations, Tenant shall have the work performed in such manner so as not to obstruct access to the Project or any portion thereof, by any other tenant of the Project, and so as not to obstruct the business of Landlord or other tenants in the Project. Tenant shall not use (and upon notice from Landlord shall cease using) contractors, services, workmen, labor, materials or equipment that, in Landlord's ’s reasonable judgment, would disturb labor harmony with the workforce or trades engaged in performing other work, labor or services in or about the Building or the Common Areas. In addition to Tenant's ’s obligations under Article 9 of this Lease, upon completion of any Alterations, Tenant agrees to cause a Notice of Completion to be recorded in the office of the Recorder of the County of San Diego in accordance with Section 3093 of the Civil Code of the State of California or any successor statute, and Tenant shall deliver to the Project construction manager a reproducible copy and an electronic copy of the "“as built" ” drawings of the Alterations, to the extent such Alterations are of a type for which as-built plans are generally preparedapplicable, as well as all permits, approvals and other documents issued by any governmental agency in connection with the Alterations.

Manner of Construction. Landlord may impose, as a condition of its consent to any and all Alterations or repairs of the Premises or about the Premises, such requirements as Landlord in its reasonable discretion may deem desirable, including, but not limited to, the requirement that Tenant utilize for such purposes only contractors reasonably contractors, subcontractors, materials, mechanics and materialmen selected by Tenant from a list provided and approved by Landlord, and the requirement that upon Landlord's timely request (as more particularly set forth in Section 8.5, below)’s request, Tenant shall, at Tenant's ’s expense, remove such Alterations upon the expiration or any early termination of the Lease Term and return the affected portion of the Premises to a building standard tenant improved condition as determined by LandlordTerm. Tenant shall construct such Alterations and perform such repairs in a good and workmanlike manner, in conformance with any and all applicable federal, state, county or municipal laws, rules and regulations and pursuant to a valid building permit, issued by the City of San Diegocity in which the Building is located (or other applicable governmental authority), all in conformance with Landlord's ’s construction rules and regulations; provided, however, that prior to commencing to construct any Alteration (other than Cosmetic Alterations)Alteration, Tenant shall meet with Landlord to discuss Landlord's ’s design parameters and code compliance issues. In the event Tenant performs any Alterations in the Premises which require or give rise to governmentally required changes to the "“Base Building," ” as that term is defined below, then Landlord shall, at Tenant's ’s expense, make such changes to the Base Building. The "“Base Building" ” shall include the structural portions of the Building, and the public restrooms, elevators, fire exit stairwells and the systems and equipment located in the internal core of the Building on the floor or floors on which the Premises are located. In performing the work of any such Alterations, Tenant shall have the work performed in such manner so as not to obstruct access to the Project or any portion thereof, by any other tenant of the Project, and so as not to obstruct the business of Landlord or other tenants in the Project. Tenant shall not use (and upon notice from Landlord shall cease using) contractors, services, workmen, labor, materials or equipment that, in Landlord's ’s reasonable judgment, would disturb labor harmony with the workforce or trades engaged in performing other work, labor or services in or about the Building or the Common Areas. In addition to Tenant's ’s obligations under Article 9 of this Lease, upon completion of any Alterations, Tenant Xxxxxx agrees to cause a Notice of Completion to be recorded in the office of the Recorder of the County of San Diego Santa Xxxxx in accordance with Section 3093 8182 of the Civil Code of the State of California or any successor statute, and Tenant shall deliver to the Project construction manager a reproducible copy and an electronic copy of the "“as built" ” drawings of the Alterations, to the extent such Alterations are of a type for which as-built plans are generally prepared, as well as all permits, approvals and other documents issued by any governmental agency in connection with the Alterations.

Manner of Construction. Landlord may impose, as a condition of its consent to any and all Alterations or repairs of the Premises or about the Premises, such requirements as Landlord in its reasonable discretion may deem desirable, including, but not limited to, the requirement that Tenant utilize for such purposes only contractors reasonably contractors, subcontractors, materials, mechanics and materialmen selected by Tenant from a list provided and approved by Landlord, and the requirement that upon Landlord's timely request (as more particularly set forth in Section 8.5, below)’s request, Tenant shall, at Tenant's ’s expense, remove such Alterations upon the expiration or any early termination of the Lease Term Term. At the time Tenant requests Landlord’s consent to the construction or installation of any Alteration, Tenant may also request in writing whether Landlord will require all or portions of such Alteration to be removed by Tenant at the expiration or earlier termination of this Lease, and return Landlord shall advise Tenant at the affected portion of the Premises to a building standard tenant improved condition as determined time it provides its consent (if consent is granted by Landlord) whether all or any part of such Alteration must be removed, and Tenant will not be required to remove such Alteration that Landlord has notified Tenant in writing does not have to be removed. Tenant shall construct such any Alterations and perform such all repairs in a good and workmanlike manner, in conformance with any and all applicable federal, state, county or municipal laws, rules and regulations and pursuant to a valid building permit, issued by the City of San Diego, city in which the Building is located all in conformance with Landlord's ’s construction rules and regulations; provided, however, that prior to commencing to construct any Alteration (other than Cosmetic Alterations)Alteration, Tenant shall meet with Landlord to discuss Landlord's ’s design parameters and code compliance issues. In the event Tenant performs any Alterations in the Premises which require or give rise to governmentally required changes to the "Base Building," as that term is defined below, then Landlord shall, at Tenant's ’s expense, make such changes to the Base Building. The "Base Building" shall include the structural portions of the Building, and the public restrooms, elevators, fire stairwells and the systems and equipment located in the internal core of the Building on the floor or floors on which the Premises are located. In performing the work of any such Alterations, Tenant shall have the work performed in such manner so as not to obstruct access to the Project or any portion thereof, by any other tenant of the Project, and so as not to obstruct the business of Landlord or other tenants in the Project. Tenant shall not use (and upon notice from Landlord shall cease using) contractors, services, workmen, labor, materials or equipment that, in Landlord's ’s reasonable judgment, would disturb labor harmony with the workforce or trades engaged in performing other work, labor or services in or about the Building or the Common AreasProject. In addition to Tenant's ’s obligations under Article 9 of this Lease, upon completion of any Alterations, Tenant agrees to cause a Notice of Completion to be recorded in the office of the Recorder recorder of the County of San Diego county in which the Building is located in accordance with Section 3093 of the Civil Code of the State of California or any successor statute, and Tenant shall deliver to the Project construction manager a reproducible copy and an electronic copy of the "“as built" ” drawings of the Alterations, to the extent such Alterations are of a type for which as-built plans are generally prepared, as well as all permits, approvals and other documents issued by any governmental agency in connection with the Alterations.

Manner of Construction. Landlord may impose, as a condition of its consent to any and all Alterations or repairs of the Premises or about the Premises, such requirements as Landlord in its reasonable discretion may deem desirable; provided, includinghowever, such requirement shall at a minimum include, but not limited to, the following: (i) the requirement that Tenant utilize for such purposes only contractors reasonably approved by Landlord, and (ii) the requirement that upon Landlord's timely ’s request (as more particularly set forth in Section 8.5, below)made at the time such consent is granted, Tenant shall, at Tenant's ’s expense, remove such Alterations upon the expiration or any early termination of the Lease Term and return the affected portion of the Premises to a building standard tenant general laboratory improved condition consistent with the cGMP Standard and otherwise as reasonably determined by Landlord; (iii) the requirement that a copy of Tenant’s contract(s) with its contractors be delivered to Landlord prior to the commencement of any such construction (which contracts shall state that all change orders must be approved, in writing, by Landlord prior to implementation); (iv) Landlord’s review and approval of the final budget (contractor’s cost proposal) for such Alterations or repairs; and (v) the requirement that Tenant shall meet with Landlord, prior to the commencement of any construction, to discuss Landlord’s design parameters and code compliance issues. Tenant shall construct such Alterations and perform such repairs in a good and workmanlike manner, in conformance with any and all applicable federal, state, county or municipal laws, rules and regulations and pursuant to a valid building permit, issued by the City of San Diego, all in conformance with Landlord's ’s construction rules and regulations; provided, however, that prior to commencing to construct any Alteration (other than Cosmetic Alterations), Tenant shall meet with Landlord to discuss Landlord's design parameters and code compliance issues. In the event Tenant performs any Alterations in the Premises which require or give rise to governmentally required changes to the "“Base Building," ” as that term is defined below, then Landlord shall, at Tenant's ’s expense, make such changes to the Base Building. The "“Base Building" ” shall include the structural portions of the Building, and the public restrooms, elevators, fire stairwells and the systems and equipment located in the internal core consist of the Building on the floor or floors on which the Premises are locatedStructure. In performing the work of any such Alterations, Tenant shall have the work performed in such manner so as not to obstruct access to the Project or any portion thereof, by any other tenant of the Project, and so as not to obstruct the business of Landlord or other tenants in the Project. Tenant shall not use (and upon notice from Landlord shall cease using) contractors, services, workmen, labor, materials or equipment that, in Landlord's ’s reasonable judgment, would disturb labor harmony with the workforce or trades engaged in performing other work, labor or services in or about the Building or the Common Areas. In addition to Tenant's ’s obligations under Article 9 of this Lease, upon completion of any Alterations, Tenant agrees to cause a Notice of Completion to be recorded in the office of the Recorder of the County of San Diego in accordance with Section 3093 of the Civil Code of the State of California or any successor statute, and Tenant shall deliver to the Project construction manager a reproducible copy and an electronic copy of the "“as built" ” drawings of the Alterations, to the extent such Alterations are of a type for which as-built plans are generally preparedapplicable, as well as all permits, approvals and other documents issued by any governmental agency in connection with the Alterations.

Manner of Construction. Landlord may impose, as a condition of its consent to any and all Alterations or repairs of the Premises or about the Premises, such requirements as Landlord in its reasonable discretion may deem desirable, including, but not limited to, the requirement that Tenant utilize for such purposes only contractors reasonably contractors, subcontractors, materials, mechanics and materialmen selected by Tenant from a list provided and approved by Landlord, and the requirement that upon Landlord's timely request (as more particularly set forth in Section 8.5, below)request, Tenant shall, at Tenant's expense, remove such Alterations upon the expiration or any early termination of the Lease Term and return the affected portion of the Premises to a building standard tenant improved condition as determined by LandlordTerm. Tenant shall construct such Alterations and perform such repairs in a good and workmanlike manner, in conformance with any and all applicable federal, state, county or municipal laws, rules and regulations and pursuant to a valid building permit, issued by the City of San DiegoManhattan Beach, all in conformance with Landlord's construction rules and regulations; provided, however, that prior to commencing to construct any Alteration (other than Cosmetic Alterations)Alteration, Tenant shall meet with Landlord to discuss Landlord's design parameters and code compliance issues. In the event Tenant performs any Alterations in the Premises which require or give rise to governmentally required changes to the "Base Building," as that term is defined below, then Landlord shall, at Tenant's expense, make such changes to the Base Building. The "Base Building" shall include the structural portions of the Building, and the public restrooms, elevators, fire exit stairwells and the systems and equipment located in the internal core of the Building on the floor or floors on which the Premises are located. In performing the work of any such Alterations, Tenant shall have the work performed in such manner so as not to obstruct access to the Project or any portion thereof, by any other tenant of the Project, and so as not to obstruct the business of Landlord or other tenants in the Project. Tenant shall not use (and upon notice from Landlord shall cease using) contractors, services, workmen, labor, materials or equipment that, in Landlord's reasonable judgment, would disturb labor harmony with the workforce or trades engaged in performing other work, labor or services in or about the Building or the Common Areas. In addition to Tenant's obligations under Article 9 of this Lease, upon completion of any Alterations, Tenant agrees to cause a Notice of Completion to be recorded in the office of the Recorder of the County of San Diego Los Angeles in accordance with Section 3093 8182 of the Civil Code of the State of California or any successor statute, and Tenant shall deliver to the Project construction manager a reproducible copy and an electronic copy of the "as built" drawings of the Alterations, to the extent such Alterations are of a type for which as-built plans are generally prepared, as well as all permits, approvals and other documents issued by any governmental agency in connection with the Alterations.

Manner of Construction. Landlord may impose, as a condition of its consent to any and all Alterations or repairs of the Premises or about the Premises, such requirements as Landlord in its reasonable discretion may deem desirablenecessary to prevent a Design Problem (as that term is defined in Exhibit B) from occurring and to prevent any unreasonable interference with other tenants normal and customary business activities, including, but not limited to, the requirement that Tenant utilize for such purposes only contractors reasonably approved by Landlord, and the requirement that upon Landlord's timely request (as more particularly set forth in Section 8.5, belowwhich election must be made by Landlord at the time Tenant requests Landlord's consent to such Alterations), Tenant shall, at Tenant's expense, remove such Alterations upon the expiration or any early termination of the Lease Term (provided that Tenant shall not be required to remove any Alterations which are customary and return typical for business office operations subject to Section 8.4 below), and/or the affected portion of the Premises to a building standard tenant improved condition as determined requirement that Tenant utilize for such purposes only contractors, materials, mechanics and materialmen reasonably approved by Landlord. In any event, a contractor approved by Landlord shall perform all mechanical, electrical, plumbing, structural, and heating, ventilation and air conditioning work, and such work shall be performed at Tenant's cost. Tenant shall construct such Alterations and perform such repairs in a good and workmanlike manner, in conformance with any and all applicable rules and regulations of any federal, state, county or municipal laws, rules and regulations code or ordinance and pursuant to a valid building permit, issued by the City of San Diegocity in which the Building is located, all in conformance with Landlord's construction rules and regulations; provided, however, regulations identified on Exhibit F and any modifications thereto that prior to commencing to construct any Alteration (other than Cosmetic Alterations), Tenant shall meet with Landlord to discuss do not materially increase Tenant's obligations or materially decrease Tenant's rights. Landlord's approval of the plans, specifications and working drawings for Tenant's Alterations shall create no responsibility or liability on the part of Landlord for their completeness, design parameters sufficiency, or compliance with all laws, rules and code compliance issuesregulations of governmental agencies or authorities. In the event Tenant performs All work with respect to any Alterations must be done in a good and workmanlike manner and diligently prosecuted to completion to the end that the Premises which require or give rise to governmentally required changes to shall at all times be a complete unit except during the "Base Building," as that term is defined below, then Landlord shall, at Tenant's expense, make such changes to the Base Building. The "Base Building" shall include the structural portions period of the Building, and the public restrooms, elevators, fire stairwells and the systems and equipment located in the internal core of the Building on the floor or floors on which the Premises are locatedwork. In performing the work of any such Alterations, Tenant shall have the work performed in such manner so as not to obstruct access to the Project Building or any portion thereof, by the common areas for any other tenant of the ProjectBuilding, and so as not to obstruct the business of Landlord or other tenants in the Project. Tenant shall not use (and upon notice from Landlord shall cease using) contractorsBuilding, services, workmen, labor, materials or equipment that, in Landlord's reasonable judgment, would disturb labor harmony interfere with the workforce or trades engaged labor force working in performing other work, labor or services in or about the Building or the Common AreasBuilding. In addition to Tenant's obligations under Article 9 of this Lease, upon completion of the event that Tenant makes any Alterations, Tenant agrees to cause a Notice of Completion to be recorded in the office of the Recorder of the County of San Diego in accordance with Section 3093 of the Civil Code of the State of California or any successor statute, and Tenant shall deliver to the Project construction manager a reproducible copy and an electronic copy of the "as built" drawings of the Alterations, to the extent such Alterations are of a type for which as-built plans are generally prepared, as well as all permits, approvals and other documents issued by any governmental agency in connection with the Alterations.carry

Manner of Construction. Landlord may impose, as a condition of its consent to any and all Alterations or repairs of the Premises or about the Premises, such requirements as Landlord in its reasonable discretion may deem desirable, including, but not limited to, the requirement that Tenant utilize for such purposes only contractors reasonably contractors, subcontractors, materials, mechanics and materialmen selected by Tenant from a list provided and approved by Landlord, and the requirement that upon Landlord's timely request (as more particularly set forth in Section 8.5, below)request, Tenant shall, at Tenant's expense, remove such Alterations upon the expiration or any early termination of the Lease Term and return (subject to the affected portion terms of the Premises to a building standard tenant improved condition as determined by LandlordSection 8.5, below). Tenant shall construct such Alterations and perform such repairs in a good and workmanlike manner, in conformance with any and all applicable federal, state, county or municipal laws, rules and regulations and pursuant to a valid building permit, issued by the City of San DiegoXxxxxx, all in conformance with Landlord's construction rules and regulations; provided, however, that prior to commencing to construct any Alteration (other than Cosmetic Alterations)Alteration, Tenant shall meet with Landlord to discuss Landlord's design parameters and code compliance issues. In the event Tenant performs any Alterations in the Premises which require or give rise to governmentally required changes to the "Base Building," as that term is defined below", then Landlord shall, at Tenant's expense, make such changes to the Base Building. The "Base Building" shall include the structural portions of the Building, and the public restrooms, elevators, fire exit stairwells and the systems and equipment located in the internal core of the Building on the floor or floors on which the Premises are is located. In performing the work of any such Alterations, Tenant shall have the work performed in such manner so as not to obstruct access to the Project or any portion thereof, by any other tenant of the Project, and so as not to obstruct the business of Landlord or other tenants in the Project. Tenant shall not use (and upon notice from Landlord shall cease using) contractors, services, workmen, labor, materials or equipment that, in Landlord's reasonable judgment, would disturb labor harmony with the workforce or trades engaged in performing other work, labor or services in or about the Building or the Common Areas. In addition to Tenant's obligations under Article 9 of this Lease, upon completion of any Alterations, Tenant agrees to cause a Notice of Completion to be recorded in the office of the Recorder of the County of San Diego Mateo in accordance with Section 3093 8182 of the Civil Code of the State of California or any successor statute, and Tenant shall deliver to the Project construction manager a reproducible copy and an electronic copy of the "as built" drawings of the Alterations, to the extent such Alterations are of a type for which as-built plans are generally prepared, as well as all permits, approvals and other documents issued by any governmental agency in connection with the Alterations.

Manner of Construction. Landlord may impose, as a condition of its consent to any and all Alterations or repairs of the Premises or about the Premises, such requirements as Landlord in its reasonable discretion may deem desirable, including, but not limited to, the requirement that Tenant utilize for such purposes only contractors reasonably approved by Landlord, and the requirement that upon Landlord's ’s timely request (as more particularly set forth in Section 8.5, below), Tenant shall, at Tenant's ’s expense, remove such Alterations upon the expiration or any early termination of the Lease Term and return the affected portion of the Premises to a building standard tenant improved condition as determined by Landlord. Tenant shall construct such Alterations and perform such repairs in a good and workmanlike manner, in conformance with any and all applicable federal, state, county or municipal laws, rules and regulations and pursuant to a valid building permit, issued by the City of San Diego, all in conformance with Landlord's ’s construction rules and regulations; provided, however, that prior to commencing to construct any Alteration (other than Cosmetic Alterations)Alteration, Tenant shall meet with Landlord to discuss Landlord's ’s design parameters and code compliance issues. In the event Tenant performs any Alterations in the Premises which require or give rise to governmentally required changes to the "“Base Building," ” as that term is defined below, then Landlord shall, at Tenant's ’s expense, make such changes to the Base Building. The "“Base Building" ” shall include the structural portions of the Building, and the public restrooms, elevators, fire stairwells and the systems and equipment located in the internal core of the Building on the floor or floors on which the Premises are located. In performing the work of any such Alterations, Tenant shall have the work performed in such manner so as not to obstruct access to the Project or any portion thereof, by any other *** Confidential portions of this document have been redacted and filed separately with the Commission. tenant of the Project, and so as not to obstruct the business of Landlord or other tenants in the Project. Tenant shall not use (and upon notice from Landlord shall cease using) contractors, services, workmen, labor, materials or equipment that, in Landlord's ’s reasonable judgment, would disturb labor harmony with the workforce or trades engaged in performing other work, labor or services in or about the Building or the Common Areas. In addition to Tenant's ’s obligations under Article 9 of this Lease, upon completion of any Alterations, Tenant agrees to cause a Notice of Completion to be recorded in the office of the Recorder of the County of San Diego in accordance with Section 3093 of the Civil Code of the State of California or any successor statute, and Tenant shall deliver to the Project construction manager a reproducible copy and an electronic copy of the "“as built" ” drawings of the Alterations, to the extent such Alterations are of a type for which as-built plans are generally prepared, as well as all permits, approvals and other documents issued by any governmental agency in connection with the Alterations.

Manner of Construction. Landlord may impose, as a condition of its consent to any and all Alterations or repairs of the Premises or about the Premises, such requirements as Landlord in its reasonable sole discretion may deem desirable, including, but not limited to, the requirement that Tenant utilize for such purposes only contractors reasonably contractors, subcontractors, materials, mechanics and materialmen selected by Tenant from a list provided and approved by Landlord, and the requirement that upon Landlord's timely request (as more particularly set forth in Section 8.5, below)request, Tenant shall, at Tenant's expense, remove such Alterations upon the expiration or any early termination of the Lease Term Term, and return the affected portion requirement that all Alterations conform in terms of quality and style to the building's standards established by Landlord. Landlord's approval of the Premises to a building standard tenant improved condition as determined by Landlordplans, specifications and working drawings for Tenant's Alterations shall create no responsibility or liability on the part of Landlord for their completeness, design sufficiency, or compliance with all Laws. Tenant shall construct such Alterations and perform such repairs in a good and workmanlike manner, in conformance with any and all applicable federal, state, county or municipal laws, rules and regulations and pursuant to a valid building permit, issued by the City of San DiegoSanta Xxx, all in conformance with Landlord's construction rules and regulations; provided, however, that prior to commencing to construct any Alteration (other than Cosmetic Alterations), Tenant shall meet with Landlord to discuss regulations and the plans and specifications previously approved by Landlord's design parameters and code compliance issues. In the event Tenant performs any Alterations in the Premises which require or give rise to governmentally required changes to the "Base Building," as that term is defined below, then Landlord (or Landlord's property manager) shall, at Tenant's expense, make such changes to the Base Building. The "Base Building" shall include mean the structural portions of the Building, Building structure and the public restrooms, elevators, fire stairwells and the systems and equipment located in the internal core of the Building on the floor or floors on which the Premises are locatedsystems. In performing the work of any such Alterations, Tenant shall have the work performed in such manner so as not to obstruct access to the Project or any portion thereof, by any other tenant of the Project, and so as not to obstruct the business of Landlord or other tenants in the Project. Tenant shall not use (and upon notice from Landlord shall cease using) contractors, services, workmen, labor, materials or equipment that, in Landlord's reasonable judgment, would disturb labor harmony with the workforce or trades engaged in performing other work, labor or services in or about the Building or the Common AreasAreas and in that respect, Landlord shall have the right, in connection with the construction of any Alterations and/or any tenant improvements constructed in the Premises pursuant to the terms of the Tenant Work Letter, to require that all subcontractors, laborers, materialmen, and suppliers retained directly by Tenant and/or Landlord (unless Landlord elects otherwise) be union labor in compliance with the then existing master labor agreements. In addition to Tenant's obligations under Article 9 of this Lease, upon completion of any Alterations, Tenant agrees to cause a Notice of Completion to be recorded in the office of the Recorder of the County of San Diego Orange in accordance with Section 3093 of the California Civil Code of the State of California or any successor statutestatute and furnish a copy thereof to Landlord upon recordation, and timely give all notices required pursuant to Section 3259.5 of the California Civil Code or any successor statute (failing which, Landlord may itself execute and file such Notice of Completion and give such notices on behalf of Tenant as Tenant's agent for such purpose), and Tenant shall deliver to the Project construction manager management office a reproducible copy and an electronic copy of the "as built" drawings of the Alterations, to the extent such Alterations are of a type for which as-built plans are generally prepared, as well as all permits, approvals and other documents issued by any governmental agency in connection with the Alterations.

Manner of Construction. Landlord may impose, as a condition of its consent to any and all Alterations or repairs of the Premises or about the Premises, such requirements as Landlord in its reasonable discretion may deem desirable, including, but not limited to, the requirement that Tenant utilize for such purposes only contractors reasonably contractors, subcontractors, materials, mechanics and materialmen selected by Tenant from a list approved by Landlord, and the requirement that upon Landlord's timely request (as more particularly set forth in Section 8.5, below)request, Tenant shall, at Tenant's expense, remove such Alterations upon the expiration or any early termination of the Lease Term if Landlord gave Tenant written notice that such removal would be required at the time Landlord consented to such Alteration. If such Alterations will involve the use of or disturb hazardous materials or substances existing in the Premises, Tenant shall comply with Landlord's rules and return the affected portion of the Premises to a building standard tenant improved condition as determined by Landlordregulations concerning such hazardous materials or substances. Tenant shall construct such Alterations and perform such repairs in a good and workmanlike manner, in conformance with any and all applicable federal, state, county or municipal laws, rules and regulations and an pursuant to a valid building permit, issued by the City of San DiegoDallas, all in conformance with Landlord's construction rules and regulations; provided, however, that prior to commencing to construct any Alteration (other than Cosmetic Alterations), Tenant shall meet with Landlord to discuss Landlord's design parameters and code compliance issues. In the event Tenant performs any Alterations in the Premises which require or give rise to governmentally required changes to the "Base Building," as that term is defined below, then Landlord shall, at Tenant's expense, make such changes to the Base Building. The "Base BuildingBASE BUILDING" shall include the structural portions of the Building, and the public restrooms, elevators, fire stairwells restrooms and the systems and equipment located in the internal core of the Building on the floor or floors on which the Premises are located. In performing the work of any such Alterations, Tenant shall have the work performed in such manner so as not to obstruct access to the Project or any portion thereof, by any other tenant of the Project, and so as not to obstruct the business of Landlord or other tenants in the Project. Tenant shall not use (and upon notice from Landlord shall cease using) contractors, services, workmen, labor, materials or equipment that, in Landlord's reasonable judgment, would disturb labor harmony with the workforce or trades engaged in performing other work, labor or services in or about the Building or the Common Areas. In addition to Tenant's obligations under Article 9 of this Lease, upon completion of any Alterations, Tenant agrees to cause a Notice of Completion to be recorded in the office of the Recorder of the County of San Diego in accordance with Section 3093 of the Civil Code of the State of California or any successor statute, and Tenant shall deliver to the Project construction manager management office a reproducible copy and an electronic copy of the "as built" drawings of the Alterations, to the extent such Alterations are of a type for which as-built plans are generally prepared, as well as all permits, approvals and other documents issued by any governmental agency in connection with the Alterations.

Manner of Construction. Landlord may impose, as a condition of its consent to any and all Alterations or repairs of the Premises or about the Premises, such requirements as Landlord in its reasonable discretion may deem desirable, including, but not limited to, including the requirement that Tenant utilize for such purposes only contractors reasonably contractors, subcontractors, materials, mechanics and materialmen selected by Tenant from a list provided and approved by Landlord, Landlord and the requirement that upon Landlord's timely request (as more particularly set forth in Section 8.5, below), ’s request. Tenant shall, at Tenant's ’s expense, remove such Alterations upon the expiration or any early termination of the Lease Term and return Term, provided such requirement is included by Landlord at the affected portion time of the Premises to a building standard tenant improved condition as determined by Landlordany approval of final work plans. Tenant shall construct such Alterations and perform such repairs in a good and workmanlike manner, diligently and without material cessation, delay or interruption, in conformance with any and all applicable federal, state, county or municipal laws, rules and regulations and pursuant to a valid building permit, permit issued by the City of San Diego, municipality in which the Building is located all in conformance with Landlord's ’s construction rules and regulationsregulations and reasonable additional directives; provided, however, that prior to commencing to construct any Alteration (other than Cosmetic Alterations)Alteration, Tenant shall meet with Landlord to discuss Landlord's ’s design parameters and code compliance issues. In the event Tenant performs any Alterations in the Premises which require or give rise to governmentally required changes to the "“Base Building," ” as that term is defined below, then Landlord shall, at Tenant's ’s expense, make such changes to the Base Building. The "“Base Building" ” shall include the structural portions of the Building, and the public restrooms, elevators, fire stairwells exit stairwells, paths of travel and the systems and equipment located in the internal core of the Building on the floor or floors on which the Premises are located. In performing the work of any such Alterations, Tenant shall have the work performed in such manner so as not to obstruct access to the Project or any portion thereof, by any other tenant of the Project, and so as not to obstruct the business of Landlord or other tenants in the Project. Tenant shall not use (and upon notice Notice from Landlord shall cease using) contractors, services, workmen, labor, materials or equipment that, in Landlord's ’s reasonable judgment, would disturb labor harmony with the workforce or trades engaged in performing other work, labor or services in or about the Building or the Common Areas. In addition to Tenant's ’s obligations under Article 9 Section 8 of this Lease, upon completion of any Alterations, Tenant agrees to cause a Notice of Completion to be recorded in the office of the Recorder of the County of San Diego in accordance with Section 3093 of the Civil Code of the State of California or any successor statute, and Tenant shall deliver to the Project construction manager a reproducible copy and an electronic copy of the "“as built" ” drawings of the Alterations, to the extent such Alterations are of a type for which as-built plans are generally prepared, as well as all permits, approvals and other documents issued by any governmental agency in connection with the Alterations.

Manner of Construction. Landlord Any Alterations after Lease Commencement shall be performed in conformance with plans, specifications and working drawings first approved by Lessor. Lessor’s approval of the plans, specifications and working drawings for Lessee’s Alterations shall create no responsibility or liability on the part of Lessor for their completeness, design sufficiency, or compliance with all laws, rules and regulations of governmental agencies or authorities. Lessor may impose, as a condition of its consent to approval of any and all Alterations or repairs of the Premises in, on or about the Premises, such requirements as Landlord Lessor in its reasonable sole discretion may deem desirable, including, but not limited to, the requirement that Tenant utilize for such purposes only contractors reasonably approved by Landlordupon Lessor’s request, and the requirement that upon Landlord's timely request (as more particularly set forth in Section 8.5, below), Tenant Lessee shall, at Tenant's Lessee’s expense, remove such Alterations upon the expiration or any early termination of the Lease Term Term. Lessee shall first request that Lessor perform the Alterations requested by Lessee, approved by the Lessor (the “Approved Alterations”). If for any reason Lessor declines to perform the Approved Alterations, then Lessee shall perform alternations in accordance with this Lease. In the performance of any Alterations and/or repairs of or about the Premises Lessee shall utilize for such purposes only contractors, materials, mechanics and return management selected by Lessee and approved by Lessor (which approval shall not be unreasonably withheld); provided, however, that Lessee shall utilize subcontractors of Lessor’s selection to perform all work that may affect the affected portion Building systems and equipment, structural aspects of the Premises Building, or exterior appearance of the Building or any Common Areas. Without limiting the other grounds upon which Lessor may refuse to a building standard tenant improved condition as determined by Landlordapprove any contractor or subcontractor, Lessor may take into account the desirability of maintaining harmonious labor relations at the Project. Tenant Lessee shall construct such Alterations and perform such repairs in a good and workmanlike manner, in conformance with any and all applicable rules and regulations of any federal, state, county or municipal lawscode or ordinance and, rules and regulations and if required, pursuant to a valid building permit, issued by the City of San Diego, all Novato and in conformance with Landlord's Lessor’s construction rules and regulations; provided, however, that prior . All work with respect to commencing to construct any Alteration (other than Cosmetic Alterations), Tenant shall meet with Landlord to discuss Landlord's design parameters and code compliance issues. In the event Tenant performs any Alterations must be done in a good and workmanlike manner and diligently prosecuted to completion to the end that the Premises which require or give rise to governmentally required changes to shall at all times be a complete unit except during the "Base Building," as that term is defined below, then Landlord shall, at Tenant's expense, make such changes to the Base Building. The "Base Building" shall include the structural portions period of the Building, and the public restrooms, elevators, fire stairwells and the systems and equipment located in the internal core of the Building on the floor or floors on which the Premises are locatedwork. In performing the work of any such Alterations, Tenant Lessee shall have the work performed in such manner so as not to obstruct access to the Project or any portion thereof, by for any other tenant lessee of the Project, and so as not to obstruct the business of Landlord Lessor or other tenants lessees in the Project, or interfere with any labor force working in the Project. Tenant In the event that Lessee makes any Alterations, Lessee agrees to carry “Builder’s All Risk” insurance in an amount approved by Lessor covering the construction of such Alterations, and such other insurance as Lessor may require, it being understood and agreed that all of such Alterations shall not use (and be insured by Lessee pursuant to Article 9 immediately upon notice from Landlord shall cease using) contractors, services, workmen, labor, materials or equipment that, in Landlord's reasonable judgment, would disturb labor harmony with the workforce or trades engaged in performing other work, labor or services in or about the Building or the Common Areascompletion thereof. In addition addition, Lessor may, if reasonable and non-discriminatory, require Lessee to Tenant's obligations under Article 9 obtain a lien and completion bond or some alternate form of this Lease, upon security satisfactory to Lessor in an amount sufficient to ensure the lien-free completion of such Alterations and naming Lessor as a co-obligee. Upon completion of any Alterations, Tenant Lessee agrees to cause a Notice of Completion to be recorded in the office Office of the Recorder of the County of San Diego Marin in accordance with Section 3093 of the Civil Code of the State of California or any successor statute, statute and Tenant Lessee shall deliver to the Project construction manager Building management office a reproducible copy and an electronic copy of the "“as built" ” drawings of the Alterations, to the extent such Alterations are of a type for which as-built plans are generally prepared, as well as all permits, approvals and other documents issued by any governmental agency in connection with the Alterations.

Manner of Construction. Landlord may impose, as a condition of its consent to any and all Alterations or repairs of the Premises or about the Premises, such requirements as Landlord in its reasonable discretion may deem desirable, including, but not limited to, the requirement that Tenant utilize for such purposes only contractors reasonably contractors, subcontractors, materials, mechanics and materialmen selected by Tenant from a list provided and approved by Landlord, and the requirement that upon Landlord's timely request (as more particularly set forth in Section 8.5, below)request, Tenant shall, at Tenant's expense, remove such Alterations upon the expiration or any early termination of the Lease Term and return the affected portion of the Premises Term, subject to a building standard tenant improved condition as determined by LandlordSection 8.5, below. Tenant shall construct such Alterations and perform such repairs in a good and workmanlike manner, in conformance with any and all applicable federal, state, county or municipal laws, rules and regulations and pursuant to a valid building permit, issued by the City of San Diego, city in which the Building is located all in conformance with Landlord's construction rules and regulations; provided, however, that prior to commencing to construct any Alteration (other than Cosmetic Alterations)Alteration, Tenant shall meet with Landlord to discuss Landlord's design parameters and code compliance issues. In the event Tenant performs any Alterations in the Premises which require or give rise to governmentally required changes to the "Base Building," as that term is defined below, then Landlord shall, at Tenant's expense, make such changes to the Base Building. The "Base Building" shall include the structural portions of the Building, and the public restrooms, elevators, fire exit stairwells and the systems and equipment located in the internal core of the Building on the floor or floors on which the Premises are located. In performing the work of any such Alterations, Tenant shall have the work performed in such manner so as not to obstruct access to the Project or any portion thereof, by any other tenant of the Project, and so as not to obstruct the business of Landlord or other tenants in the Project. Tenant shall not use (and upon notice from Landlord shall cease using) contractors, services, workmen, labor, materials or equipment that, in Landlord's reasonable judgment, would disturb labor harmony with the workforce or trades engaged in performing other work, labor or services in or about the Building Building, Project or Common Areas and/or that otherwise results in picketing or other labor disturbances at the Common AreasProject and/or areas adjacent thereto. In addition to Tenant's obligations under Article 9 of this Lease, upon completion DOCPROPERTY "Document number" 4879-3072-0534. DOCPROPERTY "Document version" 3 DOCPROPERTY "Client" 391132. DOCPROPERTY "Matter" 00001/ SAVEDATE \@ M-d-yy U48er IniP/ DOCPROPERTY "User Init" jll/ DOCPROPERTY "Typist Init" jll -11- DOCPROPERTY "Footer Notes" THE BEACON[Palisade Bio, Inc.] of any Alterations, Tenant agrees to cause a Notice of Completion to be recorded in the office of the Recorder recorder of the County of San Diego county in which the Building is located in accordance with Section 3093 8182 of the Civil Code of the State of California or any successor statute, and Tenant shall deliver to the Project construction manager a reproducible copy and an electronic copy of the "as built" drawings of the Alterations, to the extent such Alterations are of a type for which as-built plans are generally prepared, as well as all permits, approvals and other documents issued by any governmental agency in connection with the Alterations.

Manner of Construction. All alterations, additions, or changes to be made to the Premises shall be under the supervision of a competent architect or competent licensed structural engineer satisfactory to Landlord may imposeand shall be made in accordance with plans and specifications with respect thereto, as a condition approved in writing by Landlord before the commencement of its consent work. All work with respect to any alterations, additions or changes must be done in a good and workmanlike manner and diligently prosecuted to completion to the end that the Premises shall at all Alterations times be a complete unit except during the period of work. All work that will involve impairing any Fire Protection System, which includes, but is not limited to, any fire sprinkler values and/or fire alarm monitoring systems, requires a “Red Tag Permit”. This tag is issued by calling the Landlord at 000-000-0000. This permit shall be obtained 24 hours prior to work being performed. This work may require a shut-down of alarm systems, approved ventilation to the outside, possession of an appropriate fire extinguisher and a stand-by person on fire watch. In addition, the “fire watch person” will be expected to have the Landlord’s emergency telephone number in their possession and be able, in an emergency, to explain their exact location. System shutdown shall not occur more than once weekly. Upon completion of any alterations, additions or repairs changes, Xxxxxx agrees to cause a notice of completion (or similar evidence of substantial completion) to be recorded in the public land records for the City or County in which the Project is located as required or permitted by the law of the State in which the Project is located. Such alterations, additions or changes shall be considered as improvements, shall become an integral part of the Premises or about and the Premisesproperty of Landlord upon installation thereof and shall not be removed by Tenant unless Landlord shall require Tenant to remove such improvements, such requirements as in which event Tenant shall, at its expense, promptly remove those improvements that Landlord in its reasonable discretion may deem desirabledesignates and repair any damage occasioned to the Premises by reason of their removal. All improvements to the Premises by Tenant, including, but not limited to, light fixtures, floor coverings and partitions, but excluding trade fixtures and signs, shall be deemed to be the requirement that Tenant utilize for such purposes only contractors reasonably approved by Landlord, and the requirement that property of Landlord upon Landlord's timely request (as more particularly set forth installation thereof. All materials used in Section 8.5, below), Tenant shall, at Tenant's expense, remove such Alterations upon the expiration any alterations or any early termination of the Lease Term and return the affected portion of the Premises to a building standard tenant improved condition as determined by Landlord. Tenant shall construct such Alterations and perform such repairs in a good and workmanlike manner, in conformance with any and all applicable federal, state, county or municipal laws, rules and regulations and pursuant to a valid building permit, issued by the City of San Diego, all in conformance with Landlord's construction rules and regulations; provided, however, that prior to commencing to construct any Alteration (other than Cosmetic Alterations), Tenant shall meet with Landlord to discuss Landlord's design parameters and code compliance issues. In the event Tenant performs any Alterations in the Premises which require or give rise to governmentally required changes to the "Base Building," as that term is defined belowPremises shall be new or like-new in quality and condition. Any such alterations, then Landlord shall, at Tenant's expense, make such additions or changes to shall be performed and done strictly in accordance with the Base Building. The "Base Building" shall include the structural portions of the Building, laws and the public restrooms, elevators, fire stairwells and the systems and equipment located in the internal core of the Building on the floor or floors on which the Premises are locatedordinances relating thereto. In performing the work of any such Alterationsalterations, additions or changes, Tenant shall have the work performed in such manner so as not to obstruct access to the Project or any portion thereof, by any other tenant of the Project, and so as not to obstruct the business access to the premises of Landlord or any other tenants in occupant of the ProjectBuilding. Tenant shall not use (furnish Landlord with a copy of all applicable construction permits and upon notice from plans so that Landlord shall cease using) contractorsmay hold in its file a complete and accurate set of permits and plans for all alterations, services, workmen, labor, materials or equipment that, in Landlord's reasonable judgment, would disturb labor harmony with the workforce or trades engaged in performing other work, labor or services in or about the Building or the Common Areas. In addition to Tenant's obligations under Article 9 of this Lease, upon completion of any Alterations, Tenant agrees to cause a Notice of Completion to be recorded in the office of the Recorder of the County of San Diego in accordance with Section 3093 of the Civil Code of the State of California or any successor statute, additions and Tenant shall deliver changes to the Project construction manager a reproducible copy Premises and an electronic copy of for all Tenant’s Work, if any, on the "as built" drawings of the Alterations, to the extent such Alterations are of a type for which as-built plans are generally prepared, as well as all permits, approvals and other documents issued by any governmental agency in connection with the AlterationsPremises.

Manner of Construction. Landlord may impose, as a condition of its consent to any and all Alterations or repairs of the Premises or about the Premises, such requirements as Landlord in its reasonable discretion may deem desirable, including, but not limited to, the requirement that Tenant utilize for such purposes only contractors reasonably contractors, subcontractors, materials, mechanics and materialmen selected by Tenant from a list provided and approved by Landlord, and the requirement that upon Landlord's timely ’s request (as more particularly set forth in Section 8.5, belowgiven concurrently with Landlord’s consent to installation of the subject Alterations), Tenant shall, at Tenant's ’s expense, remove such Alterations upon the expiration or any early termination of the Lease Term Term, and return the affected portion requirement that all Alterations conform in terms of quality to the Premises to a building standard tenant improved condition as determined building’s standards established by Landlord. If such Alterations will involve the use of or disturb hazardous materials or substances existing in the Premises, Tenant shall comply with Landlord’s rules and regulations concerning such hazardous materials or substances. Tenant shall construct such Alterations and perform such repairs in a good and workmanlike manner, in conformance with any and all applicable federal, state, county or municipal laws, rules and regulations and pursuant to a valid building permit, issued by the City of San DiegoXxxxxx, all in conformance with Landlord's ’s reasonable construction rules and regulations; provided, however, that prior to commencing to construct any Alteration (other than Cosmetic Alterations), Tenant shall meet with Landlord to discuss Landlord's design parameters and code compliance issues. In the event Tenant performs any Alterations in the Premises which require or give rise to governmentally required changes to the "“Base Building," ” as that term is defined below, then Landlord shall, at Tenant's ’s expense, make such changes to the Base Building. The "“Base Building" ” shall include the structural portions of the Building, and the public restrooms, elevators, fire stairwells restrooms and the systems and equipment located in the internal core of the Building on the floor or floors on which the Premises are located. In performing the work of any such Alterations, Tenant shall have the work performed in such manner so as not to obstruct access to the Project or any portion thereof, by any other tenant of the Project, and so as not to obstruct the business of Landlord or other tenants in the Project. Tenant shall not use (and upon notice from Landlord shall cease using) contractors, services, workmen, labor, materials or equipment that, in Landlord's ’s reasonable judgment, would disturb labor harmony with the workforce or trades engaged in performing other work, labor or services in or about the Building or the Common Areas. In addition to Tenant's ’s obligations under Article 9 of this Lease, upon completion of any Alterations, Tenant agrees to cause a Notice of Completion to be recorded in the office of the Recorder of the County of San Diego Marin in accordance with Section 3093 of the Civil Code of the State of California or any successor statute, and Tenant shall deliver to the Project construction manager management office (A) a reproducible copy print copy, and (B) an electronic copy CAD file, of the "“as built" ” drawings of the Alterations, to the extent such Alterations are of a type for which as-built plans are generally prepared, as well as all permits, approvals and other documents issued by any governmental agency in connection with the Alterations. Based upon such “as built” drawings and other documents provided by Tenant, Landlord shall, at Tenant’s expense, update Landlord’s “As-Built Floor Master Plans,” including updated vellums and electronic CAD files. As used in this Lease, the “As-Built Floor Master Plans” means (i) the “Architectural Partition Plan,” and (ii) the following engineered plans: (a) “Lighting Plan,” (b) “Power Plan,” (c) “Mechanical Plan,” (d) “Plumbing Plan,” (e) “Fire Sprinkler Plan, and (f) “Fire/Life Safety Plan.” The current version of such As-Built Floor Master Plans, which may be modified by Landlord from time-to-time, shall be made available to Tenant upon Tenant’s request, at Landlord’s expense.

Manner of Construction. Landlord may impose, as a condition of its consent to any and all Alterations or repairs of the Premises or about the Premises, such requirements as Landlord in its reasonable discretion may deem desirable, including, but not limited to, the requirement that Tenant utilize for such purposes only contractors reasonably contractors, subcontractors, materials, mechanics and materialmen selected by Tenant from a list provided and approved by Landlord, and the requirement that upon Landlord's timely request (as more particularly set forth in Section 8.5, below)request, Tenant shall, at Tenant's expense, remove such Alterations upon the expiration or any early termination of the Lease Term and return the affected portion of the Premises to a building standard tenant improved condition as determined by LandlordTerm. Tenant shall construct such Alterations and perform such repairs in a good and workmanlike manner, in conformance with any and all applicable federal, state, county or municipal laws, rules and regulations and pursuant to a valid building permit, issued by the City of San Diegocity in which the Building is located (or other applicable governmental authority), all in conformance with Landlord's construction rules and regulations; provided, however, that prior to commencing to construct any Alteration (other than Cosmetic Alterations)Alteration, Tenant shall meet with Landlord to discuss Landlord's design parameters and code compliance issues. In the event Tenant performs any Alterations in the Premises which require or give rise to governmentally required changes to the "Base Building," as that term is defined below, then Landlord shall, at Tenant's expense, make such changes to the Base Building. The "Base Building" shall include the structural portions of the Building, and the public restrooms, elevators, fire exit stairwells and the systems and equipment located in the internal core of the Building on the floor or floors on which the Premises are located. In performing the work of any such Alterations, Tenant shall have the work performed in such manner so as not to obstruct access to the Project or any portion thereof, by any other tenant of the Project, and so as not to obstruct the business of Landlord or other tenants in the Project. Tenant shall not use (and upon notice from Landlord shall cease using) contractors, services, workmen, labor, materials or equipment that, in Landlord's reasonable judgment, would disturb labor harmony with the workforce or trades engaged in performing other work, labor or services in or about the Building or the Common Areas. Upon completion of any Alterations (or repairs), Tenant shall deliver to Landlord final lien waivers from all contractors, subcontractors and materialmen who performed such work. In addition to Tenant's obligations under Article 9 of this Lease, upon completion of any Alterations, Tenant agrees to cause a Notice of Completion to be recorded in the office of the Recorder of the County of San Diego in accordance with Section 3093 of the Civil Code of the State of California or any successor statute, and Tenant shall deliver to the Project construction manager a reproducible copy and an electronic copy of the "as built" drawings of the Alterations, to the extent such Alterations are of a type for which as-built plans are generally prepared, as well as all permits, approvals and other documents issued by any governmental agency in connection with the Alterations.

Manner of Construction. Landlord may impose, as a condition of its consent to any and all Alterations or repairs of the Premises or about the Premises, such requirements as Landlord in its reasonable discretion may deem desirable, including, but not limited to, the requirement that Tenant utilize for such purposes only contractors reasonably approved by Landlord, and the requirement that upon Landlord's ’s timely request (as more particularly set forth in Section 8.5, below), Tenant shall, at Tenant's ’s expense, remove such Alterations upon the expiration or any early termination of the Lease Term and return the affected portion of the Premises to a building standard tenant improved condition as determined by Landlord. Tenant shall construct such Alterations and perform such repairs in a good and workmanlike manner, in conformance with any and all applicable federal, state, county or municipal laws, rules and regulations and pursuant to a valid building permit, issued by the City of San Diego, California, all in conformance with Landlord's ’s construction rules and regulations; provided, however, that prior to commencing to construct any Alteration (other than Cosmetic Alterations)Alteration, Tenant shall meet with Landlord to discuss Landlord's ’s design parameters and code compliance issues. In the event Tenant performs any Alterations in the Premises which require or give rise to governmentally required changes to the "“Base Building," ” as that term is defined below, then Landlord shall, at Tenant's ’s expense, make such changes to the Base Building. The "“Base Building" ” shall include the structural portions of the Building, and the public restrooms, elevators, fire exit stairwells and the systems and equipment located in the internal core of the Building on the floor or floors on which the Premises are located. In performing the work of any such Alterations, Tenant shall have the work performed in such manner so as not to obstruct access to the Project or any portion thereof, by any other tenant of the Project, and so as not to obstruct the business of Landlord or other tenants in the Project. Tenant shall not use (and upon notice from Landlord shall cease using) contractors, services, workmen, labor, materials or equipment that, in Landlord's ’s reasonable judgment, would disturb labor harmony with the workforce or trades engaged in performing other work, labor or services in or about the Building or the Common Areas. In addition to Tenant's ’s obligations under Article 9 of this Lease, upon completion of any Alterations, Tenant agrees to cause a Notice of Completion to be recorded in the office of the Recorder of the County of San Diego Diego, California in accordance with Section 3093 of the Civil Code of the State of California or any successor statute, and Tenant shall deliver to the Project construction manager a reproducible copy and an electronic copy of the "“as built" ” drawings of the Alterations, to the extent such Alterations are of a type for which as-built plans are generally preparedapplicable, as well as all permits, approvals and other documents issued by any governmental agency in connection with the Alterations.

Manner of Construction. Landlord may impose, as a condition of its consent to any and all Alterations or repairs of the Premises or about the Premises, such requirements as Landlord in its reasonable discretion may deem desirable, including, but not limited to, the requirement that Tenant utilize for such purposes only contractors reasonably approved by Landlord, and the requirement that upon Landlord's timely request (as more particularly set forth in Section 8.5, below), Tenant shall, at Tenant's expense, remove such Alterations upon the expiration or any early termination of the Lease Term and return pursuant to the affected portion terms of the Premises to a building standard tenant improved condition as determined by LandlordSection 8.5, below. Tenant shall construct such Alterations and perform such repairs in a good and workmanlike manner, in conformance with any and all applicable federal, state, county or municipal laws, rules and regulations and pursuant to a valid building permit, issued by the City of San DiegoMountain View, all in conformance with Landlord's ’s construction rules and regulations; provided, however, that prior to commencing to construct any Alteration (other than Cosmetic Alterations)Alteration, Tenant shall meet with Landlord to discuss Landlord's ’s design parameters and code compliance issues. In the event Tenant performs any Alterations in the Premises which require or give rise to governmentally required changes to the "“Base Building," ” as that term is defined below, then Landlord shall, at Tenant's ’s expense, make such changes to the Base Building. The "“Base Building" ” shall include the structural portions of the Building, and the public restrooms, elevators, fire exit stairwells and the systems and equipment located in the internal core of the Building on the floor or floors on which the Premises are located. In performing the work of any such Alterations, Tenant shall have the work performed in such manner so as not to unreasonably obstruct access to the Project or any portion thereof, by any other tenant of the Project, and so as not to obstruct the business of Landlord or other tenants in the Project. Tenant shall not use (and upon notice from Landlord shall cease using) contractors, services, workmen, labor, materials or equipment that, in Landlord's ’s reasonable judgment, would disturb labor harmony with the workforce or trades engaged in performing other work, labor or services in or about the Building or the Common Areas. In addition to Tenant's ’s obligations under Article 9 of this Lease, upon completion of any Alterations, Tenant agrees to cause a Notice of Completion to be recorded in the office of the Recorder of the County of San Diego Santa Xxxxx in accordance with Section 3093 of the Civil Code of the State of California or any successor statute, and Tenant shall deliver to the Project construction manager a reproducible copy and an electronic copy of the "“as built" ” drawings of the Alterations, to the extent such Alterations are of a type for which as-built plans are generally preparedapplicable, as well as all permits, approvals and other documents issued by any governmental agency in connection with the Alterations.

Manner of Construction. Landlord may impose, as a condition of its consent to any and all Alterations or repairs of the Premises or about the Premises, such requirements as Landlord in its reasonable discretion may deem desirable, including, but not limited to, the requirement that Tenant utilize for such purposes only contractors reasonably approved by Landlord, and any removal and/or restoration obligations required to be performed pursuant to the requirement that TCCs of Section 8.5 of this Lease. If Landlord shall give its consent, the consent shall be deemed conditioned upon Landlord's timely request (as more particularly set forth Tenant acquiring a permit to do the work from appropriate governmental agencies, the furnishing of a copy of such permit to Landlord prior to the commencement of the work, and the compliance by Tenant with all conditions of said permit in Section 8.5, below)a prompt and expeditious manner. If such Alterations will involve the use of or disturb hazardous materials or substances existing in the Premises, Tenant shall, at Tenant's expense, remove shall comply with Landlord’s rules and regulations concerning such Alterations upon the expiration hazardous materials or any early termination of the Lease Term and return the affected portion of the Premises to a building standard tenant improved condition as determined by Landlordsubstances. Tenant shall construct such Alterations and perform such repairs in a good and workmanlike manner, in conformance with any and all applicable federal, state, county or municipal laws, rules and regulations and pursuant to a valid building permit, issued by the City of San Diegocity in which the Building is located (or other applicable governmental authority), all in conformance with Landlord's ’s construction rules and regulations; provided, however, that prior to commencing to construct any Alteration (other than Cosmetic Alterations)Alteration, Tenant shall meet with Landlord to discuss Landlord's ’s design parameters and code compliance issues. In the event Tenant performs any Alterations in the Premises which require or give rise to governmentally required changes to the "“Base Building," ” as that term is defined below, then Landlord shall, at Tenant's ’s expense, make such changes to the Base Building. The "Base Building" shall include the structural portions Since all or a portion of the Building, and the public restrooms, elevators, fire stairwells and the systems and equipment located Project is or may become in the internal core of future certified under the U.S. Green Building on the floor or floors on which the Premises are located. In performing the work of any such AlterationsCouncil’s Leadership in 702009.06/WLA -37- Office Lease 110045-00136/12-26-12/EG/eg [Accelrys, Tenant shall have the work performed in such manner so as not to obstruct access to the Project or any portion thereof, by any other tenant of the Project, and so as not to obstruct the business of Landlord or other tenants in the Project. Tenant shall not use (and upon notice from Landlord shall cease using) contractors, services, workmen, labor, materials or equipment that, in Landlord's reasonable judgment, would disturb labor harmony with the workforce or trades engaged in performing other work, labor or services in or about the Building or the Common Areas. In addition to Tenant's obligations under Article 9 of this Lease, upon completion of any Alterations, Tenant agrees to cause a Notice of Completion to be recorded in the office of the Recorder of the County of San Diego in accordance with Section 3093 of the Civil Code of the State of California or any successor statute, and Tenant shall deliver to the Project construction manager a reproducible copy and an electronic copy of the "as built" drawings of the Alterations, to the extent such Alterations are of a type for which as-built plans are generally prepared, as well as all permits, approvals and other documents issued by any governmental agency in connection with the Alterations.Inc.]

Manner of Construction. Landlord may impose, as a condition of its consent to any and all Alterations or repairs of the Premises or about the PremisesPremises (except for Permitted Alterations), such requirements as Landlord in its reasonable discretion may deem desirable, including, but not limited to, the requirement that Tenant utilize for such purposes only contractors reasonably approved by Landlord, and the requirement that upon Landlord's timely ’s request (as more particularly set forth in Section 8.5, below)made at the time such consent is granted, Tenant shall, at Tenant's ’s expense, remove such Alterations upon the expiration or any early termination of the Lease Term and return the affected portion of the Premises to a building standard tenant improved condition as determined by Landlord. Tenant shall construct such Alterations and perform such repairs in a good and workmanlike manner, in conformance with any and all applicable federal, state, county or municipal laws, rules and regulations Applicable Laws and pursuant to a valid building permit, issued by the City of San DiegoMountain View, all in conformance with Landlord's ’s reasonable construction rules and regulations; provided, however, that prior to commencing to construct any Alteration (other than Cosmetic Alterations)Alteration, Tenant shall meet with Landlord to discuss Landlord's ’s design parameters and code compliance issues. In the event Tenant performs any Alterations in the Premises which require or give rise to governmentally required changes to the "“Base Building," ” as that term is defined below, then Landlord shall, at Tenant's ’s expense, make such changes to the Base Building. The "“Base Building" ” shall include the structural portions of the Building, and the public restrooms, elevators, fire exit stairwells and the systems and equipment located in the internal core of the Building on the floor or floors on which the Premises are located. In performing the work of any such Alterations, Tenant shall have the work performed in such manner so as not to unreasonably obstruct access to the Project or any portion thereof, by any other tenant of the Project, and so as not to unreasonably obstruct the business of Landlord or other tenants in the Project. Tenant shall not use (and upon notice from Landlord shall cease using) contractors, services, workmen, labor, materials or equipment that, in Landlord's reasonable judgment, would disturb labor harmony with the workforce or trades engaged in performing other work, labor or services in or about the Building or the Common Areas. In addition to Tenant's ’s obligations under Article 9 of this Lease, upon completion of any Alterations, Tenant agrees to cause a Notice of Completion to be recorded in the office of the Recorder of the County of San Diego where the Premises are located in accordance with Section 3093 of the Civil Code of the State of California or any successor statute, and Tenant shall deliver to the Project construction manager a reproducible copy and an electronic copy of the "“as built" ” drawings of the Alterations, to the extent such Alterations are of a type for which as-built plans are generally preparedapplicable, as well as all permits, approvals and other documents issued by any governmental agency in connection with the Alterations.

Manner of Construction. Landlord may impose, as a condition of its consent to any and all Alterations or repairs of the Premises or about the Premises, such requirements as Landlord in its reasonable discretion may deem desirable, including, but not limited to, the requirement that Tenant utilize for such purposes only contractors reasonably approved by Landlord, and the requirement that upon Landlord's ’s timely request (as more particularly set forth in Section 8.5, below), . Tenant shall, at Tenant's ’s expense, remove such Alterations upon the expiration or any early termination of the Lease Term and return in accordance with the affected portion terms of Section 8.5, below. If Landlord shall give its consent, the consent shall be deemed conditioned upon Tenant acquiring a permit to do the work from appropriate governmental agencies, the furnishing of a copy of such permit to Landlord prior to the commencement of the Premises to work, and the compliance by Tenant with all conditions of said permit in a building standard tenant improved condition as determined by prompt and expeditious manner. If such Alterations will involve the use of or disturb hazardous materials or substances existing in the Premises, Tenant shall comply with Landlord’s rules and regulations concerning such hazardous materials or substances. Tenant shall construct such Alterations and perform such repairs in a good and workmanlike manner, in conformance with any and all applicable federal, state, county or municipal laws, rules and regulations and pursuant to a valid building permit, issued by the City of San DiegoFrancisco, all in conformance with Landlord's ’s construction rules and regulations; provided, however, that prior to commencing to construct any Alteration (other than Cosmetic Alterations)Alteration, Tenant shall meet with Landlord to discuss Landlord's ’s design parameters and code compliance issues. In the event Tenant performs any Alterations in the Premises which require or give rise to governmentally required changes to the "“Base Building," ” as that term is defined below, then Landlord shall, at Tenant's ’s expense, make such changes to the Base Building. The "“Base Building" ” shall include the structural portions of the Building, and the public restrooms, elevators, fire exit stairwells and the systems and equipment located in the internal core of the Building on the floor or floors on which the Premises are located. In performing the work of any such Alterations, Tenant shall have the work performed in such manner so as not to obstruct access to the Project or any portion thereof, by any other tenant of the Project, and so as not to obstruct the business of Landlord or other tenants in the Project. Tenant shall retain any union trades to the extent designated by Landlord. Further, Tenant shall not use (and upon notice from Landlord shall cease using) contractors, services, workmen, labor, materials or equipment that, in Landlord's ’s reasonable judgment, would disturb labor harmony with the workforce or trades engaged in performing other work, labor or services in or about the Building or the Common Areas. In addition to Tenant's ’s obligations under Article 9 of this Lease, upon completion of any Alterations, Tenant agrees to cause a Notice of Completion to be recorded in the office of the Recorder of the County of San Diego Francisco in accordance with Section 3093 of the Civil Code of the State of California or any successor statute, and as a condition precedent to the enforceability and validity of Landlord’s consent, Tenant shall deliver to the management office for the Project construction manager a reproducible copy and an electronic copy of the "“as built" ” and CAD drawings of the Alterations, to the extent such Alterations are of a type for which as-built plans are generally preparedapplicable, as well as all permits, approvals and other documents issued by any governmental agency in connection with the Alterations.

Manner of Construction. Landlord may impose, as a condition of its consent to any and all Alterations or repairs of the Premises or about the Premises, such requirements as Landlord in its reasonable discretion may deem desirable, including, but not limited to, the requirement that Tenant utilize for such purposes only contractors reasonably approved by Landlord, and in accordance with the requirement that upon Landlord's timely request (as more particularly set forth in terms of Section 8.5, below), Tenant shall, at Tenant's expense, remove such Alterations upon the expiration or any early termination of the Lease Term and return the affected portion of the Premises to a building standard tenant improved condition as determined by LandlordTerm. Tenant shall construct such Alterations and perform such repairs in a good and workmanlike manner, in conformance with any and all applicable federal, state, county or municipal laws, rules and regulations and pursuant to a valid building permit, issued by the City of San Diego, all city in conformance with Landlord's construction rules and regulations; provided, however, that prior to commencing to construct any Alteration (other than Cosmetic Alterations), Tenant shall meet with Landlord to discuss Landlord's design parameters and code compliance issues. In the event Tenant performs any Alterations in the Premises which require or give rise to governmentally required changes to the "Base Building," as that term is defined below, then Landlord shall, at Tenant's expense, make such changes to the Base Building. The "Base Building" shall include the structural portions of the Building, and the public restrooms, elevators, fire stairwells and the systems and equipment located in the internal core of the Building on the floor or floors on which the Premises are located. In performing the work of any such Alterations, Tenant shall have the work performed in such manner so as not to obstruct access to the Project or any portion thereof, by any other tenant of the Project, and so as not to obstruct the business of Landlord is located (or other tenants in the Projectapplicable governmental authority). Tenant shall not use (and upon notice from Landlord shall cease using) contractors, services, workmen, labor, materials or equipment that, in Landlord's reasonable judgment, would disturb labor harmony with the workforce or trades 21 HCP, INC.[4939 Director's Place][Sorrento Therapeutics, Inc.] engaged in performing other work, labor or services in or about the Building or the Common Areas. Upon completion of any Alterations (or repairs), Tenant shall deliver to Landlord final lien waivers from all contractors, subcontractors and materialmen who performed such work. In addition to Tenant's obligations under Article 9 of this Lease, upon completion of any Alterations, Tenant agrees to cause a Notice of Completion to be recorded in the office of the Recorder of the County of San Diego in accordance with Section 3093 8182 of the Civil Code of the State of California or any successor statute, and Tenant shall deliver to the Project construction manager a reproducible copy and an electronic copy of the "as built" drawings of the Alterations, to the extent such Alterations are of a type for which as-built plans are generally prepared, as well as all permits, approvals and other documents issued by any governmental agency in connection with the Alterations.

Manner of Construction. Landlord may impose, as a condition of its consent to any and all Alterations or repairs of the Premises or about the Premises, such requirements as Landlord in its reasonable sole discretion may deem desirable, including, but not limited to, the requirement that Tenant utilize for such purposes only contractors reasonably approved by Landlord, and the requirement that upon LandlordXxxxxxxx's timely request (as more particularly set forth in Section 8.5, below)request, Tenant shall, at Tenant's expense, remove such Alterations upon the expiration or any early termination of the Lease Term Term, and return the affected portion requirement that all Alterations conform in terms of quality and style to the Premises to a building standard tenant improved condition as determined building's standards established by Landlord. If such Alterations will involve the use of or disturb hazardous materials or substances existing in the Premises, Tenant shall comply with Landlord's rules and regulations concerning such hazardous materials or substances. Tenant shall construct such Alterations and perform such repairs in a good and workmanlike manner, in conformance with any and all applicable federal, state, county or municipal laws, rules and regulations and pursuant to a valid building permit, issued by the City of San Diego, all in conformance with Landlord's construction rules and regulations; provided, however, that prior to commencing to construct any Alteration (other than Cosmetic Alterations), Tenant shall meet with Landlord to discuss Landlord's design parameters and code compliance issuesthe construction provisions in Exhibit D attached hereto. In the event Tenant performs any Alterations in the Premises which require or give rise to governmentally required changes to the "Base Building," as that term is defined below, then Landlord shall, at Tenant's expense, make such changes to the Base Building. The "Base Building" shall include the structural portions of the Building, and the public restrooms, elevators, fire stairwells restrooms and the systems and equipment located in the internal core of the Building on the floor or floors on which the Premises are located. In performing the work of any such Alterations, Tenant shall have the work performed in such manner so as not to obstruct access to the Project or any portion thereof, by any other tenant of the Project, and so as not to obstruct the business of Landlord or other tenants in the Project. Tenant shall not use (and upon notice from Landlord shall cease using) contractors, services, workmen, labor, materials or equipment that, in Landlord's reasonable judgment, would disturb labor harmony with the workforce or trades engaged in performing other work, labor or services in or about the Building or the Common Areas. In addition to Tenant's obligations under Article 9 of this Lease, upon completion of any Alterations, Tenant agrees to cause a Notice of Completion to be recorded in the office of the Recorder of the County of San Diego in accordance with Section 3093 of the Civil Code of the State of California or any successor statute, and Tenant shall deliver to the Project construction manager a reproducible copy and an electronic copy of the "as built" drawings of the Alterations, to the extent such Alterations are of a type for which as-built plans are generally prepared, as well as all permits, approvals and other documents issued by any governmental agency in connection with the Alterations.

Manner of Construction. Landlord may impose, as a condition of its consent to any and all Alterations or repairs of the Premises or about the Premises, such requirements as Landlord in its reasonable discretion may deem desirable, including, but not limited to, the requirement that Tenant utilize for such purposes only contractors reasonably contractors, subcontractors, materials, mechanics and materialmen selected by Tenant and approved by Landlord (in Landlord's reasonable discretion), and the requirement that upon Landlord's timely request (as more particularly set forth in Section 8.5, below)request, Tenant shall, at Tenant's expense, remove such Alterations upon the expiration or any early termination of the Lease Term Term; provided, however, that if Tenant's request for approval of any Alteration requests a determination by Landlord as to whether or not Tenant shall be required to remove the subject Alteration upon the expiration or earlier termination of this Lease in accordance with the terms hereof, then Landlord shall include in its consent (if granted) notice as to whether the subject Alteration shall be required to be removed prior to the expiration or earlier termination of this Lease, and return the affected portion of the Premises to a building standard tenant improved condition as determined by Landlordcorresponding repairs made. Tenant shall construct such Alterations and perform such repairs in a good and workmanlike manner, in conformance with any and all applicable federal, state, county or municipal laws, rules and regulations and pursuant to a valid building permit, issued by the City of San Diegocity in which the Building is located (or other applicable governmental authority), all in conformance with Landlord's construction rules and regulations; provided, however, that prior to commencing to construct any Alteration (other than Cosmetic Alterations)Alteration, Tenant shall meet with Landlord to discuss Landlord's design parameters and code compliance issues. In the event Tenant performs any Alterations in the Premises which require or give rise to governmentally required changes to the "Base Building," as that term is defined below, then Landlord shall, at Tenant's expense, make such changes to the Base Building. The "Base Building" shall include the structural portions of the Building, and the public restrooms, elevators, fire exit stairwells and the systems and equipment located in the internal core of the Building on the floor or floors on which the Premises are located. In performing the work of any such Alterations, Tenant shall have the work performed in such manner so as not to obstruct access to the Project or any portion thereof, by any other tenant of the Project, and so as not to obstruct the business of Landlord or other tenants in the Project. Tenant shall not use (and upon notice from Landlord shall cease using) contractors, services, workmen, labor, materials or equipment that, in Landlord's reasonable judgment, would disturb labor harmony with the workforce or trades engaged in performing other work, labor or services in or about the Building or the Common Areas. In addition to Tenant's obligations under Article 9 of this Lease, upon completion of any Alterations, Tenant agrees to cause a Notice of Completion to be recorded in the office of the Recorder of the County of San Diego in accordance with Section 3093 of the Civil Code of the State of California or any successor statute, and Tenant shall deliver to the Project construction manager a reproducible copy and an electronic copy of the "as built" drawings of the Alterations, to the extent such Alterations are of a type for which as-built plans are generally prepared, as well as all permits, approvals and other documents issued by any governmental agency in connection with the Alterations.

Manner of Construction. Landlord may impose, as a condition of its consent to any and all Alterations or repairs of the Premises or about the Premises, such requirements as Landlord in its reasonable discretion may deem desirable, including, but not limited to, the requirement that Tenant utilize for such purposes only contractors reasonably approved by Landlord, and the requirement that upon Landlord's timely request (as more particularly set forth in Section 8.5, below), Tenant shall, at Tenant's expense, remove such Alterations upon the expiration or any early termination of the Lease Term and return the affected portion of the Premises to a building standard tenant improved condition as determined by Landlord. Tenant shall construct such Alterations and perform such repairs in a good and workmanlike manner, in conformance with any and all applicable federal, state, county or municipal laws, rules and regulations Laws and pursuant to a valid building permit, issued by the City of San Diego, all in conformance with Landlord's construction rules and regulations; provided, however, that prior to commencing to construct any Alteration (other than Cosmetic Alterations), Tenant shall meet with Landlord to discuss Landlord's design parameters and code compliance issues. In the event Tenant performs any Alterations in the Premises which require or give rise to governmentally required changes to the "Base Building," , as that term is defined below, then Landlord shall, at Tenant's expense, make such changes to the Base Building. The "Base Building" shall include mean the structural portions of the Building, Building Structure and the public restrooms, elevators, fire stairwells and the systems and equipment located in the internal core of the Building on the floor or floors on which the Premises are locatedSystems. In performing the work of any such Alterations, Tenant shall have the work performed in such manner so as not to obstruct access to the Project or any portion thereof, by any other tenant of the Project, and so as not to obstruct the business of Landlord or other tenants in the Project. Tenant shall not use (and upon notice from Landlord shall cease using) contractors, services, workmen, labor, materials or equipment that, in Landlord's reasonable judgment, would disturb labor harmony with the workforce or trades engaged in performing other work, labor or services in or about the Building or the Common Areas. In addition to Tenant's obligations under Article 9 of this Lease, upon Upon completion of any Alterations, Tenant agrees to cause a Notice of Completion to be recorded in the office of the Recorder recorder of the County of San Diego in which the Premises are situated in accordance with Section 3093 of the California Civil Code of the State of California Section 8180 et. seq., or any successor statute, and Tenant shall deliver to the Project construction manager a reproducible copy and an electronic copy of the "as built" drawings of the Alterations, to the extent such Alterations are of a type for which as-built plans are generally preparedapplicable, as well as all permits, approvals and other documents issued by any governmental agency in connection with the Alterations. If Tenant fails to complete any required removal of any Alterations, improvements, equipment and/or appurtenances in the Premises and/or to repair any damage caused by such removal pursuant to the terms of this Section 5.2, then Rent shall continue to accrue under this Lease in accordance with Article 16, below, after the end of the Lease Term until such work shall be completed, and Landlord shall have the right, but not the obligation, to perform such work and to charge the cost thereof to Tenant. Tenant hereby protects, defends, indemnifies and holds Landlord harmless from any liability, cost, obligation, expense or claim of lien, including but not limited to, court costs and reasonable attorneys' fees, in any manner relating to the installation, placement, removal or financing of any such Alterations, improvements, fixtures, equipment and/or appurtenances in, on or about the Premises, which obligations of Tenant shall survive the expiration or earlier termination of this Lease.

Manner of Construction. 8.2.1 Landlord may impose, as a condition of its consent to any and all Alterations or repairs of the Premises or about the Premises, such reasonable, non-discriminatory requirements as Landlord in its reasonable sole discretion may deem desirable, including, but not limited to, the requirement that Tenant utilize utilizes for such purposes only contractors reasonably contractors, subcontractors, materials, mechanics and materialmen selected by Tenant and approved by Landlord, and the requirement that upon Landlord's timely request (as more particularly set forth in Section 8.5, below)’s request, Tenant shall, at Tenant's ’s expense, remove such Alterations upon the expiration or any early termination of the Lease Term Term, and return the affected portion requirement that all Alterations conform in terms of quality and style to the Building’s standards established by Landlord. Notwithstanding the foregoing, Landlord shall have the right to designate contractors and subcontractors for Alterations affecting either the structure of the Premises Building, the electrical system outside the Premises, or other Building systems. At the time Landlord consents to a building standard tenant improved condition as determined by Landlordany Alterations, Landlord shall indicate which of Tenant’s Alterations Tenant must remove at Tenant’s sole cost and expense at the end of the Term. Tenant shall construct such Alterations and perform such repairs in a good and workmanlike manner, in conformance with any and all applicable federal, state, county or municipal laws, rules and regulations and pursuant to a valid building permit, issued by the City of San DiegoFrancisco, all in conformance with Landlord's ’s construction rules and regulations; provided, however, that prior to commencing to construct any Alteration (other than Cosmetic Alterations), Tenant shall meet with Landlord to discuss Landlord's design parameters and code compliance issues. In the event Tenant performs any Alterations in the Premises which require or give rise to governmentally required changes to the ". 8.2.2 The “Base Building," as that term is defined below, then Landlord shall, at Tenant's expense, make such changes to the Base Building. The "Base Building" ” shall include the structural portions of the Building, and the public restrooms, elevators, fire stairwells restrooms and the systems and equipment located in the internal core of the Building on the floor or floors on which the Premises are located. In performing The term “Base Building Elements” shall mean the (a) structural portions of the Building, (b) exterior of the Building (including the curtain wall and curtain wall elements), (c) public restrooms, (d) exit staircases, (e) fire-rated exit corridors, (f) the elevators and other shafts and portions of the Building core, and (g) mechanical systems and equipment located in the internal core of the Building on the floor or floors on which the Premises are located. If governmentally required changes to the Base Building Elements are triggered by the initial Tenant Improvements described in Exhibit B and such changes cause work on the Base Building Elements in any way, then Landlord shall make such changes to the Base Building Elements at Tenant’s expense. Notwithstanding the foregoing, Landlord shall be responsible, at Landlord’s expense, for (x) any work required for the restrooms and common areas located on the eighteenth (18th), twenty-first (21st), twenty- second (22nd) and twenty-third (23rd) floors of the Building in their presently existing condition (prior to any Tenant Improvements) to comply with all applicable Laws, including the then applicable building codes for the City of San Francisco, in effect as of the date that construction commences on the initial Tenant Improvements on the eighteenth (18th), twenty-first (21st), twenty-second (22nd) and twenty-third (23rd) floors of the Building, and (y) correcting any building code deficiencies for tenant improvements existing in the Premises prior to commencing construction of Tenant Improvements, if such tenant improvements are retained in place without material change by Tenant. If governmentally required changes to the Base Building Elements are triggered by (i) Tenant’s use of the Premises other than for ordinary office purposes, or (ii) construction of any Alterations by Tenant, then Landlord shall make such Alterations, Tenant shall have the work performed in such manner so as not to obstruct access changes to the Project or any portion thereofBase Building Elements at Tenant’s expense; provided, by any other tenant however, prior to commencing such changes to the Base Building Elements Landlord shall notify Tenant of such changes together with the Project, and so as not to obstruct the business of Landlord or other tenants in the Projectestimated cost therefore. Tenant shall not then have the opportunity to change its use (and upon notice from Landlord shall cease using) contractors, services, workmen, labor, materials or equipment that, in Landlord's reasonable judgment, would disturb labor harmony with the workforce Alterations to avoid or trades engaged in performing other work, labor or services in or about the Building or the Common Areas. In addition to minimize Tenant's obligations under Article 9 ’s obligation for costs of this Lease, upon completion of any Alterations, Tenant agrees to cause a Notice of Completion to be recorded in the office of the Recorder of the County of San Diego in accordance with Section 3093 of the Civil Code of the State of California or any successor statute, and Tenant shall deliver changes to the Project construction manager a reproducible copy Base Building Elements. Landlord, at Landlord’s sole cost and an electronic copy of the "as built" drawings of the Alterationsexpense, shall make all other repairs, replacements, alterations, or improvements required to comply with applicable Laws to the extent such Alterations Laws relate to the Base Building and are not the responsibility of a type for which as-built plans are generally prepared, Tenant as well as all permits, approvals and other documents issued by any governmental agency in connection with the Alterationsaforesaid.

Manner of Construction. Landlord may impose, as a condition of its consent to any and all Alterations or repairs of the Premises or about the Premises, such requirements as Landlord in its reasonable discretion may deem desirable, including, but not limited to, the requirement that Tenant utilize for such purposes only contractors reasonably contractors, materials, mechanics and materialmen approved by Landlord, which shall not be unreasonably withheld, conditioned or delayed (and the requirement that upon Landlord's timely failure to respond within seven (7) business days to a request (as more particularly set forth in Section 8.5, below), Tenant for approval shall, at if such failure continues for an additional two (2) business days after Tenant's expense' second request, remove be deemed approval); provided, however, Landlord may impose such Alterations upon requirements as Landlord may determine, in its commercially reasonable discretion, with respect to any work affecting the expiration or any early termination structural components of the Lease Term Building or Systems and return Equipment (including designating specific contractors to perform such work, so long as Landlord provides at least two (2) specific contractors to allow Tenant to competitively bid the affected portion of the Premises to a building standard tenant improved condition as determined by Landlordwork). Tenant shall construct such Alterations and perform such repairs in a good and workmanlike manner, in conformance compliance with any and all applicable rules and regulations of any federal, state, county or municipal laws, rules and regulations code or ordinance and pursuant to a valid building permitpermit (if required by the nature of the work), issued by the City of San Diegocity in which the Building is located, all and in conformance with Landlord's reasonable construction rules and regulations; provided. Landlord's approval of the plans, howeverspecifications and working drawings for Tenant's Alterations shall create no responsibility or liability on the part of Landlord for their completeness, that prior design sufficiency, or compliance with all laws, rules and regulations of governmental agencies or authorities. All work with respect to commencing any Alterations must be done in a good and workmanlike manner and diligently prosecuted to construct any Alteration (other than Cosmetic Alterations), completion. Tenant shall meet with Landlord cause all Alterations to discuss Landlord's design parameters and code compliance issues. In the event Tenant performs any Alterations in the Premises which require or give rise to governmentally required changes to the "Base Building," as that term is defined below, then Landlord shall, at Tenant's expense, make such changes to the Base Building. The "Base Building" shall include the structural portions of the Building, and the public restrooms, elevators, fire stairwells and the systems and equipment located in the internal core of the Building on the floor or floors on which the Premises are located. In performing the work of any such Alterations, Tenant shall have the work be performed in such manner so as not to obstruct access by any person to the Building or Project or any portion thereof, by any other tenant of the Projectcommon areas, and so as not to obstruct the business of Landlord or other tenants in of the Project, or interfere with the labor force working at the Project. If Tenant makes any Alterations, Tenant agrees to carry "Builder's All Risk" insurance in an amount approved by Landlord covering the construction of such Alterations, and such other insurance as Landlord may require, it being understood and agreed that all of such Alterations shall not use (and be insured by Tenant pursuant to Article 10 below immediately upon notice from completion thereof. Landlord shall cease using) contractors, services, workmen, labor, materials or equipment thatmay, in Landlord's reasonable judgmentits discretion, would disturb labor harmony with require Tenant to obtain a lien and completion bond or some alternate form of security satisfactory to Landlord in an amount sufficient to ensure the workforce or trades engaged in performing other work, labor or services in or about lien-free completion of such Alterations (the Building or the Common Areasestimated cost of which exceeds One Hundred Thousand Dollars ($100,000.00) and naming Landlord as a co-obligee. In addition to Tenant's obligations under Article 9 of this Lease, upon Upon completion of any Alterations, Tenant agrees to shall (i) cause a Notice of Completion to be recorded in the office of the Recorder of the County of San Diego county in which the Project is located in accordance with Section 3093 of the Civil Code of the State of California or any successor statute, and Tenant shall (ii) deliver to the Project construction manager management office of the Building a reproducible copy and an electronic copy of the "as built" drawings of the Alterations, and (iii) deliver to the extent such Alterations are Landlord evidence of a type payment, contractors' affidavits and full and final waivers of all liens for which as-built plans are generally preparedlabor, as well as all permits, approvals and other documents issued by any governmental agency in connection with the Alterationsservices or materials.

Manner of Construction. Landlord may impose, as a condition of its consent to any and all Alterations or repairs of the Premises or about the Premises, such requirements as Landlord in its reasonable sole discretion may deem desirable, including, but not limited to, the requirement that Tenant utilize for such purposes only contractors reasonably contractors, subcontractors, materials, mechanics and materialmen selected by Tenant from a list provided and approved by Landlord, and the requirement that upon Landlord's timely request (as more particularly set forth in Section 8.5, below)’s request, Tenant shall, at Tenant's ’s expense, remove such Alterations upon the expiration or any early termination of the Lease Term Term. If such Alterations will involve the use of or disturb hazardous materials or substances existing in the Premises, Tenant shall comply with Landlord’s rules and return the affected portion of the Premises to a building standard tenant improved condition as determined by Landlordregulations concerning such hazardous materials or substances. Tenant shall construct such Alterations and perform such repairs in a good and workmanlike manner, in conformance with any and all applicable federal, state, county or municipal laws, rules and regulations and pursuant to a valid building permit, issued by the City of San Diego, all in conformance with Landlord's ’s construction rules and regulations; provided, however, that prior to commencing to construct any Alteration (other than Cosmetic Alterations), Tenant shall meet with Landlord to discuss Landlord's design parameters and code compliance issues. In the event Tenant performs any Alterations in the Premises which require or give rise to governmentally required changes to the "“Base Building," ” as that term is defined below, then Landlord shall, at Tenant's ’s expense, make such changes to the Base Building. The "“Base Building" ” shall include the structural portions of the Building, and the public restrooms, elevators, fire stairwells and the systems and equipment located in the internal core of the Building Building, and the Common Areas, including the public restrooms and elevator lobby on the floor or floors of the Building on which the Premises are located. In performing the work of any such Alterations, Tenant shall have the work performed in such manner so as not to obstruct access to the Project or any portion thereof, by any other tenant of the Project, and so as not to obstruct the business of Landlord or other tenants in the Project. Tenant shall not use (and upon notice from Landlord shall cease using) contractors, services, workmen, labor, materials or equipment that, in Landlord's ’s reasonable judgment, would disturb labor harmony with the workforce or trades engaged in performing other work, labor or services in or about the Building or the Common Areas. In addition to Tenant's ’s obligations under Article 9 of this Lease, upon completion of any Alterations, Tenant agrees to cause a Notice of Completion to be recorded in the office of the Recorder of the County of San Diego in accordance with Section 3093 of the Civil Code of the State of California or any successor statute, and Tenant shall deliver to the Project construction manager management office a reproducible copy and an electronic copy of the "“as built" ” drawings of the Alterations, to the extent such Alterations are of a type for which as-built plans are generally prepared, as well as all permits, approvals and other documents issued by any governmental agency in connection with the Alterations.

Manner of Construction. Landlord may impose, as a condition of its consent to any and all Alterations or repairs of the Premises or about the Premises, such requirements as Landlord in its reasonable sole discretion may deem desirable, including, but not limited to, the requirement that Tenant utilize for such purposes only contractors reasonably contractors, subcontractors, materials, mechanics and materialmen selected by Tenant from a list provided and approved by Landlord, and the requirement that upon Landlord's timely request (as more particularly set forth in Section 8.5, below)request, Tenant shall, at Tenant's expense, remove such Alterations upon the expiration or any early termination of the Lease Term and return the affected portion of the Premises to a building standard tenant improved condition as determined by LandlordTerm. Tenant shall construct such Alterations and perform such repairs in a good and workmanlike manner, in conformance with any and all applicable federal, state, county or municipal laws, rules and regulations and pursuant to a valid building permit, issued by the City of San DiegoLos Angeles, all in conformance with Landlord's construction rules and regulations; provided, however, that prior to commencing to construct any Alteration (other than Cosmetic Alterations), Tenant shall meet with Landlord to discuss Landlord's design parameters and code compliance issues. In the event If Tenant performs any Alterations in the Premises which require or give rise to governmentally required changes to the "Base Building," as that term is defined below, then Landlord shall, at Tenant's expense, make such changes to the Base Building. The "Base Building" shall include the structural portions of the Building, and the public restrooms, elevators, fire stairwells restrooms and the systems and equipment located in the internal core of the Building on the floor or floors on which the Premises are located. In performing the work of any such Alterations, Tenant shall have the work performed in such manner so as not to obstruct access to the Project or any portion thereof, by any other tenant of the Project, and so as not to obstruct the business of Landlord or other tenants in the Project. Tenant shall not use (and upon notice from Landlord shall cease using) contractors, services, workmen, labor, materials or equipment that, in Landlord's reasonable judgment, would disturb labor harmony with the workforce or trades engaged in performing other work, labor or services in or about the Building or the Common Areas. In addition to Tenant's obligations under Article 9 of this Lease, upon completion of any Alterations, Tenant agrees to cause a Notice of Completion to be recorded in the office of the Recorder of the County of San Diego Los Angeles in accordance with Section 3093 of the California Civil Code of the State of California or any successor statute, and Tenant shall deliver to the Project construction manager management office a reproducible copy and an electronic copy of the "as built" drawings of the Alterations, to the extent such Alterations are of a type for which as-built plans are generally prepared, as well as all permits, approvals and other documents issued by any governmental agency in connection with the Alterations.

Manner of Construction. Landlord may impose, as a condition of its consent to any and all Alterations or repairs of the Premises or about the Premises, such commercially reasonable requirements as Landlord in its reasonable discretion may deem desirable, including, but not limited to, the requirement that Tenant utilize for such purposes only contractors reasonably contractors, subcontractors, materials, mechanics and materialmen selected by Tenant from a list provided and approved by Landlord, and the requirement that upon Landlord's timely request (as more particularly set forth in Section 8.5, below)’s request, Tenant shall, at Tenant's ’s expense, remove such Alterations upon the expiration or any early termination of the Lease Term Term. If such Alterations will involve the use of or disturb hazardous materials or substances existing in the Premises, Tenant shall comply with Landlord’s rules and return the affected portion of the Premises to a building standard tenant improved condition as determined by Landlordregulations concerning such hazardous materials or substances. Tenant shall construct such Alterations and perform such repairs in a good and workmanlike manner, in conformance with any and all applicable federal, state, county or municipal laws, rules and regulations and pursuant to to, if required by law, a valid building permit, issued by the City of San DiegoFrancisco, all in conformance with Landlord's ’s construction rules and regulations; provided, however, that prior to commencing to construct any Alteration (other than Cosmetic Alterations), Tenant shall meet with Landlord to discuss Landlord's design parameters and code compliance issues. In the event Tenant performs any Alterations in the Premises which require or give rise to governmentally required changes to the "“Base Building," ” as that term is defined below, then Landlord shall, at Tenant's ’s expense, make such changes to the Base Building. The "“Base Building" ” shall include the structural portions of the Building, and the public restrooms, elevators, fire stairwells restrooms and the systems and equipment located in the internal core of the Building on the floor or floors on which the Premises are located. In performing the work of any such Alterations, Tenant shall have the work performed in such manner so as not to obstruct access to the Project or any portion thereof, by any other tenant of the Project, and so as not to obstruct the business of Landlord or other tenants in the Project. Tenant shall not use (and upon notice from Landlord shall cease using) contractors, services, workmen, labor, materials or equipment that, in Landlord's ’s reasonable judgment, would disturb labor harmony with the workforce or trades engaged in performing other work, labor or services in or about the Building or the Common Areas. In addition to Tenant's ’s obligations under Article 9 of this Lease, upon completion of any Alterations, Tenant agrees to cause a Notice of Completion to be recorded in the office of the Recorder of the County of San Diego Francisco in accordance with Section 3093 of the Civil Code of the State of California or any successor statute, and Tenant shall deliver to the Project construction manager management office a reproducible copy and an electronic copy of the "“as built" ” drawings of the Alterations, to the extent such Alterations are of a type for which as-built plans are generally prepared, as well as all permits, approvals and other documents issued by any governmental agency in connection with the Alterations.

Manner of Construction. Landlord may impose, as a condition of its consent to any and all Alterations or repairs of the Premises or about the Premises, such reasonable requirements as Landlord consistent with the requirements of landlords of Comparable Buildings (provided that the same shall in its reasonable discretion may deem desirable, including, but not limited to, any event be consistent with the requirement that Tenant utilize for such purposes only contractors reasonably approved by Landlord, terms and the requirement that upon Landlord's timely request (as more particularly set forth in Section 8.5, belowconditions of this Lease), Tenant shall, at Tenant's expense, remove such Alterations upon the expiration or any early termination of the Lease Term and return the affected portion of the Premises to a building standard tenant improved condition as determined by Landlord. Tenant shall construct such Alterations and perform such repairs repairs: (i) utilizing for such purposes only contractors, materials, mechanics and materialmen reasonably approved by Landlord, except that Landlord may designate the contractors and subcontractors to perform all work affecting the structural components of the Building or the Systems and Equipment provided such contractors and subcontractors are unrelated to Landlord and agree to perform such work at competitive prices in a good the market where the Premises are located and workmanlike manner, are reasonably available; (ii) in conformance with any and all applicable rules and regulations of any federal, state, county or municipal laws, rules and regulations code or ordinance and pursuant to a valid building permit, issued by the City city of San Diego, all Los Angeles; and (iii) in conformance with Landlord's ’s reasonable, non-discriminatory construction rules and regulations; provided. Landlord’s approval of the plans, howeverspecifications and working drawings for Tenant’s Alterations shall create no responsibility or liability on the part of Landlord for their completeness, that prior design sufficiency, or compliance with all laws, rules and regulations of governmental agencies or authorities. All work with respect to commencing to construct any Alteration (other than Cosmetic Alterations), Tenant shall meet with Landlord to discuss Landlord's design parameters and code compliance issues. In the event Tenant performs any Alterations must be done in a good and workmanlike manner and diligently prosecuted to completion so that the Premises which require or give rise to governmentally required changes to shall at all times be a complete unit except during the "Base Building," as that term is defined below, then Landlord shall, at Tenant's expense, make such changes to the Base Building. The "Base Building" shall include the structural portions period of the Building, and the public restrooms, elevators, fire stairwells and the systems and equipment located in the internal core of the Building on the floor or floors on which the Premises are locatedwork. In performing the work of any such Alterations, Tenant shall have the work performed in such manner so as not to unreasonably obstruct access to the Project Building or any portion thereof, by Real Property or the common areas for any other tenant of the ProjectReal Property, and so as not to obstruct the business of Landlord or other tenants in the ProjectReal Property, or interfere with the labor force working on the Real Property. In the event that Tenant makes any Alterations, Tenant agrees to carry “Installation Risk” insurance in an amount reasonably approved by Landlord covering the construction of such Alterations, and such other insurance as Landlord may reasonably require, it being understood and agreed that all of such Alterations shall not use (and be insured by Tenant pursuant to Article 10 of this Lease immediately upon notice from completion thereof. In addition, with respect to any Alterations to be made in the Building which cost in excess of $300,000.00, Landlord shall cease using) contractors, services, workmen, labor, materials or equipment thatmay, in its discretion, require Tenant to obtain a lien and completion bond, or, at Tenant’s option, some alternate form of security reasonably satisfactory to Landlord's reasonable judgment, would disturb labor harmony with in an amount reasonably sufficient to ensure the workforce or trades engaged in performing other work, labor or services in or about the Building or the Common Areaslien-free completion of such Alterations and naming Landlord as a co-obligee. In addition to Tenant's obligations under Article 9 of this Lease, upon Upon completion of any Alterations, Tenant agrees to cause a Notice of Completion to be recorded in the office of the Recorder of the County of San Diego county in which the Real Property is located in accordance with Section 3093 of the Civil Code of the State of California or any successor statute, and Tenant shall deliver to the Project construction manager management office for the Real Property a reproducible copy and an electronic copy of the "“as built" ” drawings of the Alterations. In the event Tenant fails to so record the Notice of Completion as required pursuant to this Section 8.2, to then such failure shall not, in and of itself, constitute a default hereunder but Tenant shall indemnify, defend, protect and hold harmless Landlord and the extent such Alterations are of a type for which as-built plans are generally preparedLandlord Parties from any and all loss, as well as all permitscost, approvals damage, expense and other documents issued by any governmental agency liability (including, without limitation, court costs and reasonable attorneys’ fees) in connection with such failure by Tenant to so record the AlterationsNotice of Completion as required hereunder.

Manner of Construction. Landlord may impose, as a condition of its consent to any and all Alterations or repairs of the Premises or about the Premises, such requirements as Landlord in its reasonable sole discretion may deem desirable, including, but not limited to, the requirement that Tenant utilize for such purposes only contractors reasonably approved by Landlord, and the requirement that upon Landlord's timely request (as more particularly set forth in Section 8.5, below)’s request, Tenant shall, at Tenant's ’s expense, remove such Alterations upon the expiration or any early termination of the Lease Term and return (upon Tenant’s request, Landlord shall specify, at the affected portion time of its consent, which Alteration, if any, must be removed upon expiration or early termination of the Premises to a building standard tenant improved condition as determined Lease Term), and/or the requirement that Tenant utilize for such purposes only contractors, materials, mechanics and materialmen approved by Landlord; provided, however, Landlord may impose such requirements as Landlord may determine, in its sole and absolute discretion, with respect to any work affecting the structural components of the Building or Systems and Equipment (including designating specific contractors to perform such work). Landlord may also require, as a condition to its consent to any Alterations, that any architect retained by Tenant in connection with such Alterations be certified as a Certified Access Specialist (CASp), and that following the completion of such Alterations, such architect shall certify the Premises as meeting all applicable construction-related accessibility standards pursuant to California Civil Code Section 55.53. Tenant shall construct such Alterations and perform such repairs in a good and workmanlike manner, in conformance with any and all applicable rules and regulations of any federal, state, county or municipal lawscode or ordinance, rules and regulations including, without limitation, Title III of the ADA (as defined in Article 22 of this Lease), and pursuant to a valid building permit, issued by the City of San Diego, all Diego in conformance with Landlord's ’s construction rules and regulations; provided, however, that prior . All work with respect to commencing to construct any Alteration (other than Cosmetic Alterations), Tenant shall meet with Landlord to discuss Landlord's design parameters and code compliance issues. In the event Tenant performs any Alterations must be done in a good and workmanlike manner and diligently prosecuted to completion to the end that the Premises which require or give rise to governmentally required changes to shall at all times be a complete unit except during the "Base Building," as that term is defined below, then Landlord shall, at Tenant's expense, make such changes to the Base Building. The "Base Building" shall include the structural portions period of the Building, and the public restrooms, elevators, fire stairwells and the systems and equipment located in the internal core of the Building on the floor or floors on which the Premises are locatedwork. In performing the work of any such Alterations, Tenant shall have the work performed in such manner so as not to obstruct access to the Project Building or any portion thereof, Building Complex or the common areas by any other tenant of the ProjectBuilding Complex, and so as not to obstruct the business of Landlord or other tenants in the ProjectBuilding Complex, or interfere with the labor force working in the Building Complex. If Tenant makes any Alterations, Tenant agrees to carry “Builder’s All Risk” insurance in an amount approved by Landlord covering the construction of such Alterations, and such other insurance as Landlord may require, it being understood and agreed that all of such Alterations shall not use (and be insured by Tenant pursuant to Article 10 of this Lease immediately upon notice from completion thereof. In addition, Landlord shall cease using) contractors, services, workmen, labor, materials or equipment thatmay, in Landlord's reasonable judgmentits discretion, would disturb labor harmony with require Tenant to obtain a lien and completion bond or some alternate form of security satisfactory to Landlord in an amount sufficient to ensure the workforce or trades engaged in performing other work, labor or services in or about the Building or the Common Areaslien-free completion of such Alterations and naming Landlord as a co-obligee. In addition to Tenant's obligations under Article 9 of this Lease, upon Upon completion of any Alterations, Tenant agrees to shall (i) cause a timely Notice of Completion to be recorded in the office of the Recorder of the County of San Diego County in accordance with the terms of Section 3093 of the Civil Code of the State of California or any successor statute, and Tenant shall (ii) deliver to the Project construction manager Building Complex management office a reproducible copy and an electronic copy of the "“as built" ” drawings of the Alterations, and (iii) deliver to the extent such Alterations are Landlord evidence of a type payment, contractors’ affidavits and full and final waivers of all liens for which as-built plans are generally preparedlabor, as well as all permits, approvals and other documents issued by any governmental agency in connection with the Alterationsservices or materials.

Manner of Construction. Where Landlord’s consent is required, Landlord may impose, as a condition of its consent to any and all Alterations or repairs of the Premises or about the Premises, such requirements as Landlord in its reasonable discretion may deem desirable, including, but not limited to, the requirement that Tenant utilize for such purposes only contractors reasonably approved by Landlord, and the requirement that upon Landlord's timely request (as more particularly set forth in Section 8.5, below)’s request, Tenant shall, at Tenant's ’s expense, remove such Alterations upon the expiration or any early termination of the Lease Term and return the affected portion (provided that Tenant shall not be required to remove any permanent Alterations such as flooring or partitions, if approved by Landlord in writing as of the Premises date on which Landlord provides its initial consent), and the requirement that all Alterations conform in terms of quality and style to a building standard tenant improved condition as determined the building’s standards established by Landlord. If such Alterations will involve the use of or disturb hazardous materials or substances existing in the Premises, Tenant shall comply with Landlord’s rules and regulations concerning such hazardous materials or substances. Landlord’s approval of the plans, specifications and working drawings for Tenant’s Alterations shall create no responsibility or liability on the part of Landlord for their completeness, design sufficiency, or compliance with all Laws. Tenant shall construct such Alterations and perform such repairs in a good and workmanlike manner, in conformance with any and all applicable federal, state, county or municipal laws, rules and regulations and pursuant to a valid building permit, issued by the City of San DiegoIrvine, all in conformance with Landlord's ’s construction rules and regulations; provided, however, that prior to commencing to construct any Alteration (other than Cosmetic Alterations), Tenant shall meet with Landlord to discuss regulations and the plans and specifications previously approved by Landlord's design parameters and code compliance issues. In the event Tenant performs any Alterations in the Premises which require or give rise to governmentally required changes to the "“Base Building," ” as that term is defined below, then Landlord (or Landlord’s property manager) shall, at Tenant's ’s expense, make such changes to the Base Building. The "“Base Building" ” shall include mean the structural portions of the Building, Building Structure and the public restrooms, elevators, fire stairwells and the systems and equipment located in the internal core of the Building on the floor or floors on which the Premises are locatedSystems. In performing the work of any such Alterations, Tenant shall have the work performed in such manner so as not to obstruct access to the Project or any portion thereof, by any other tenant of the Project, and so as not to obstruct the business of Landlord or other tenants in the Project. Tenant shall not use (and upon notice from Landlord shall cease using) contractors, services, workmen, labor, materials or equipment that, in Landlord's ’s reasonable judgment, would disturb labor harmony with the workforce or trades engaged in performing other work, labor or services in or about the Building or the Common AreasAreas and in that respect, Landlord shall have the right, in connection with the construction of any Alterations and/or any tenant improvements constructed in the Premises pursuant to the terms of the Tenant Work Letter, to require that all carpentry subcontractors, laborers, materialmen, and suppliers retained directly by Tenant and/or Landlord (unless Landlord elects otherwise) be union labor in compliance with the then existing master labor agreements. (As of the date of this Lease, only carpentry work requires union labor.) In addition to Tenant's ’s obligations under Article 9 of this Lease, upon completion of any Alterations, Tenant agrees to cause a Notice of Completion to be recorded in the office of the Recorder of the County of San Diego Orange in accordance with Section 3093 of the California Civil Code of the State of California or any successor statutestatute and furnish a copy thereof to Landlord upon recordation, and timely give all notices required pursuant to Section 3259.5 of the California Civil Code or any successor statute (failing which, Landlord may itself execute and file such Notice of Completion and give such notices on behalf of Tenant as Tenant’s agent for such purpose), and for any structural Alterations (to the extent permitted by Landlord), Tenant shall deliver to the Project construction manager management office a reproducible copy and an electronic copy of the "“as built" ” drawings of the Alterations, to the extent such Alterations are of a type for which as-built plans are generally prepared, as well as all permits, approvals and other documents issued by any governmental agency in connection with the Alterations. Except as may be expressly set forth herein, Tenant shall not be responsible for any Landlord supervisory fees or similar such fees or charges related to any of Tenant’s improvements, alterations, repairs and/or maintenance to the Premises.

Manner of Construction. Landlord may impose, as a condition of its ---------------------- consent to any and all Alterations or repairs of the Premises or about the Premises, such requirements as Landlord in its reasonable discretion may deem desirable, including, but not limited to, the requirement that Tenant utilize for such purposes only contractors reasonably contractors, subcontractors, materials, mechanics and materialmen selected by Tenant from a list provided and approved by Landlord, and the requirement that upon Landlord's timely request (as more particularly set forth in Section 8.5, below)request, Tenant shall, at Tenant's expense, remove such Alterations upon the expiration or any early termination of the Lease Term Term. If such Alterations will involve the use of or disturb hazardous materials or substances existing in the Premises, Tenant shall comply with Landlord's rules and return the affected portion of the Premises to a building standard tenant improved condition as determined by Landlordregulations concerning such hazardous materials or substances. Tenant shall construct such Alterations and perform such repairs in a good and workmanlike manner, in conformance with any and all applicable federal, state, county or municipal laws, rules and regulations and pursuant to a valid building permit, issued by the City of San Diego, all in conformance with Landlord's construction rules and regulations; provided, however, that prior to commencing to construct any Alteration (other than Cosmetic Alterations), Tenant shall meet with Landlord to discuss Landlord's design parameters and code compliance issues. In the event Tenant performs any Alterations in the Premises which require or give rise to governmentally required changes to the "Base Building," as that term is defined below, then Landlord shall, at Tenant's expense, make such changes to the Base Building. The "Base BuildingBASE BUILDING" shall include the structural portions of the Building, and the public restrooms, elevators, fire stairwells and the systems and equipment located in the internal core consist of the Building on the floor or floors on which the Premises are locatedStructure. In performing the work of any such Alterations, Tenant shall have the work performed in such manner so as not to obstruct access to the Project or any portion thereof, by any other tenant of the Project, and so as not to obstruct the business of Landlord or other tenants in the Project. Tenant shall not use (and upon notice from Landlord shall cease using) contractors, services, workmen, labor, materials or equipment that, in Landlord's reasonable judgment, would disturb labor harmony with the workforce or trades engaged in performing other work, labor or services in or about the Building or the Common Areas. In addition to Tenant's obligations under Article 9 of this Lease, upon completion of any Alterations, Tenant agrees to cause a Notice of Completion to be recorded in the office of the Recorder of the County of San Diego in accordance with Section 3093 of the Civil Code of the State of California or any successor statute, and Tenant shall deliver to the Project construction manager management office a reproducible copy and an electronic copy of the "as built" drawings of the Alterations, to the extent such Alterations are of a type for which as-built plans are generally prepared, as well as all permits, approvals and other documents issued by any governmental agency in connection with the Alterations.

Manner of Construction. Landlord may impose, as a condition of its consent to any and all Alterations or repairs of the Premises or about the Premises, such commercially reasonable requirements as Landlord in its reasonable discretion may deem desirable, including, but not limited to, the requirement that Tenant utilize for such purposes only contractors reasonably contractors, subcontractors, materials, mechanics and materialmen selected by Tenant from a list provided and approved by Landlord, and the requirement that upon Landlord's timely request (as more particularly set forth in Section 8.5, below)’s request, Tenant shall, at Tenant's ’s expense, remove such Alterations upon the expiration or any early termination of the Lease Term Term. Notwithstanding the foregoing, upon Tenant’s written request at the time Tenant requests Landlord’s consent to make such alterations, additions and return improvements, Landlord will advise Tenant at that time whether Landlord will require Tenant to remove such alterations, additions and improvements upon the affected portion expiration or earlier termination of the Premises Lease Term; provided, however, that Tenant shall not be required to a building remove typical standard tenant improved condition as determined by Landlordoffice improvements. Tenant shall construct such Alterations and perform such repairs in a good and workmanlike manner, in conformance with any and all applicable federal, state, county or municipal laws, rules and regulations and pursuant to a valid building permit, issued by the City of San Diego, city in which the Building is located all in conformance with Landlord's ’s construction rules and regulations; provided, however, that prior to commencing to construct any Alteration (other than Cosmetic Alterations)Alteration, Tenant shall meet with Landlord to discuss Landlord's ’s design parameters and code compliance issues. In the event Tenant performs any Alterations in the Premises which require or give rise to governmentally required changes to the "“Base Building," ” as that term is defined below, then Landlord shall, at Tenant's ’s expense, make such changes to the Base Building. The "“Base Building" ” shall include the structural portions of the Building, and the public restrooms, elevators, fire exit stairwells and the systems and equipment located in the internal core of the Building on the floor or floors on which the Premises are located. In performing the work of any such Alterations, Tenant shall have the work performed in such manner so as not to obstruct access to the Project or any portion thereof, by any other tenant of the Project, and so as not to obstruct the business of Landlord or other tenants in the Project. Tenant shall not use (and upon notice from Landlord shall cease using) contractors, services, workmen, labor, materials or equipment that, in Landlord's ’s reasonable judgment, would disturb labor harmony with the workforce or trades engaged in performing other work, labor or services in or about the Building or the Common Areas. In addition to Tenant's ’s obligations under Article 9 of this Lease, upon completion of any Alterations, Tenant agrees to cause a Notice of Completion to be recorded in the office of the Recorder of the County of San Diego in accordance with Section 3093 of the Civil Code of the State of California or any successor statute, and Tenant shall deliver to the Project construction manager a reproducible copy and an electronic copy of the "“as built" ” drawings of the Alterations, to the extent such Alterations are of a type for which as-built plans are generally prepared, as well as all permits, approvals and other documents issued by any governmental agency in connection with the Alterations.

Manner of Construction. Landlord may impose, as a condition of its ---------------------- consent to any and all Alterations or repairs of the Premises or about the Premises, such requirements as Landlord in its reasonable discretion may deem desirable, including, but not limited to, the requirement that Tenant utilize for such purposes only contractors reasonably contractors, subcontractors, materials, mechanics and materialmen selected by Tenant from a list provided and approved by Landlord, and the requirement that upon Landlord's timely request (as more particularly set forth in Section 8.5, below)request, Tenant shall, at Tenant's expense, remove such Alterations upon the expiration or any early termination of the Lease Term and return the affected portion of the Premises to a building standard tenant improved condition as determined by LandlordTerm. Tenant shall construct such Alterations and perform such repairs in a good and workmanlike manner, in conformance with any and all applicable federal, state, county or municipal laws, rules and regulations and pursuant to a valid building permit, issued by the City of San DiegoLos Angeles, all in conformance with Landlord's construction rules and regulations; provided, however, that prior to commencing to construct any Alteration (other than Cosmetic Alterations), Tenant shall meet with Landlord to discuss Landlord's design parameters and code compliance issues. In the event Tenant performs any Alterations in the Premises which require or give rise to governmentally required changes to the "Base Building," as that term is defined below, then Landlord shall, at Tenant's expense, make such changes to the Base Building. The "Base BuildingBASE BUILDING" shall include the structural portions of the Building, and the public restrooms, elevators, fire stairwells restrooms and the systems and equipment located in the internal core of the Building on the floor or floors on which the Premises are located. In performing the work of any such Alterations, Tenant shall have the work performed in such manner so as not to obstruct access to the Project or any portion thereof, by any other tenant of the Project, and so as not to obstruct the business of Landlord or other tenants in the Project. Tenant shall not use (and upon notice from Landlord shall cease using) contractors, services, workmen, labor, materials or equipment that, in Landlord's reasonable judgmentjudgement, would disturb labor harmony with the workforce or trades engaged in performing other work, labor or services in or about the Building or the Common Areas. In addition to Tenant's obligations under Article 9 of this Lease, upon completion of any Alterations, Tenant agrees to cause a Notice of Completion to be recorded in the office of the Recorder of the County of San Diego Los Angeles in accordance with Section 3093 of the Civil Code of the State of California or any successor statute, and Tenant shall deliver to the Project construction manager management office a reproducible copy and an electronic copy of the "as built" drawings of the Alterations, to the extent such Alterations are of a type for which as-built plans are generally prepared, as well as all permits, approvals and other documents issued by any governmental agency in connection with the Alterations.

Manner of Construction. Landlord may impose, as a condition of its consent to any and all Alterations or repairs of the Premises or about the Premises, such requirements as Landlord in its reasonable discretion may deem desirable, including, but not limited to, the requirement that Tenant utilize for such purposes only contractors reasonably approved by Landlord, and any removal and/or restoration obligations required to be performed pursuant to the requirement that TCCs of Section 8.5 of this Lease. If Landlord shall give its consent, the consent shall be deemed conditioned upon Tenant acquiring a permit to do the work from appropriate governmental agencies, the furnishing of a copy of such permit to Landlord prior to the commencement of the work, and the compliance by Tenant with all conditions of said permit in a prompt and expeditious manner. If such Alterations will involve the use of or disturb hazardous materials or substances existing in the Premises, Tenant shall notify Landlord prior to performing such Alterations and comply with Landlord's timely request (as more particularly set forth in Section 8.5, below), Tenant shall, at Tenant's expense, remove rules and regulations concerning such Alterations upon the expiration hazardous materials or any early termination of the Lease Term and return the affected portion of the Premises to a building standard tenant improved condition as determined by Landlordsubstances. Tenant shall construct such Alterations and perform such repairs in a good and workmanlike manner, in conformance with any and all applicable federal, state, county county, local or municipal laws, ordinances, rules and regulations and pursuant to a valid building permit, issued by the City of San Diegocity in which the Building is located (or other applicable governmental authority), all in conformance with Landlord's construction rules and regulations; provided, however, that prior to commencing to construct any Alteration (other than Cosmetic Alterations)Alteration, Tenant shall meet with Landlord to discuss Landlord's design parameters and code compliance issues. In the event Tenant performs any Alterations in the Premises which require or give rise to governmentally required changes to the "Base Building," as that term is defined below, then Landlord shall, at Tenant's expense, make such changes to the Base Building. Since all or a portion of the Project is or may become in the future certified under the LEED rating system (or other applicable certification standard) (all in Landlord's sole and absolute discretion), Tenant expressly acknowledges and agrees that without limitation as to other grounds for Landlord withholding its consent to any proposed Alteration, Landlord shall have the right to withhold its consent to any proposed Alteration in the event that such Alteration is not compatible with such certification or recertification of the Project under such LEED rating system (or other applicable certification standard). The "Base Building" shall include the structural portions of the Building, and the public restrooms, elevators, fire exit stairwells and the systems and equipment located in the internal core of the Building on the floor or floors on which the Premises are is located. In performing the work of any such Alterations, Tenant shall have the work performed in such manner so as not to obstruct access to the Project or any portion thereof, by any other tenant of the Project, and so as not to obstruct the business of Landlord or other tenants in the Project. Tenant shall retain any union trades to the extent designated by Landlord. Further, Tenant shall not use (and upon notice from Landlord shall cease using) contractors, services, workmen, labor, materials or equipment that, in Landlord's reasonable judgment, would disturb labor harmony with the workforce or trades engaged in performing other work, labor or services in or about the Building or the Common Areas. In addition to Tenant's obligations under Article 9 of this Lease, upon completion of any Alterations, Tenant agrees to cause a Notice of Completion to be recorded in the office of the Recorder of the County of San Diego in accordance with Section 3093 8182 of the Civil Code of the State of California or any successor statute, and as a condition precedent to the enforceability and validity of Landlord's consent, Tenant shall deliver to the management office for the Project construction manager a reproducible copy and an electronic copy of the "as built" and CAD drawings of the Alterations, to the extent such Alterations are of a type for which as-built plans are generally preparedapplicable, as well as all permits, approvals and other documents issued by any governmental agency in connection with the Alterations.

Manner of Construction. Landlord may impose, as a condition of its consent to any and all Alterations or repairs of the Premises or about the Premises, such requirements as Landlord in its reasonable discretion may deem desirable, including, but not limited to, the requirement that Tenant utilize for such purposes only contractors reasonably approved by Landlord, and the requirement that upon Landlord's ’s timely request (as more particularly set forth in Section 8.5, below), Tenant shall, at Tenant's ’s expense, remove such Alterations upon the expiration or any early termination of the Lease Term and return the affected portion of the Premises to a building standard tenant improved condition as determined by Landlord. Tenant shall construct such Alterations and perform such repairs in a good and workmanlike manner, in conformance with any and all applicable federal, state, county or municipal laws, rules and regulations and pursuant to a valid building permit, issued by the City of San Diego, Diego all in conformance with Landlord's ’s construction rules and regulations; provided, however, that prior to commencing to construct any Alteration (other than Cosmetic Alterations)Alteration, Tenant shall meet with Landlord to discuss Landlord's ’s design parameters and code compliance issues. In the event Tenant performs any Alterations in the Premises which require or give rise to governmentally required changes to the "“Base Building," ” as that term is defined below, then Landlord shall, at Tenant's ’s expense, make such changes to the Base Building. The "“Base Building" ” shall include the structural portions of the Building, and the public restrooms, elevators, fire exit stairwells and the systems and equipment located in the internal core of the Building on the floor or floors on which the Premises are located. In performing the work of any such Alterations, Tenant shall have the work performed in such manner so as not to obstruct access to the Project or any portion thereof, by any other tenant of the Project, and so as not to obstruct the business of Landlord or other tenants in the Project. Tenant shall not use (and upon notice from Landlord shall cease using) contractors, services, workmen, labor, materials or equipment that, in Landlord's ’s reasonable judgment, would disturb labor harmony with the workforce or trades engaged in performing other work, labor or services in or about the Building or the Common Areas. In addition to Tenant's ’s obligations under Article 9 of this Lease, upon completion of any Alterations, Tenant agrees to cause a Notice of Completion to be recorded in the office of the Recorder of the County of San Diego in accordance with Section 3093 of the Civil Code of the State of California or any successor statute, and Tenant shall deliver to the Project construction manager a reproducible copy and an electronic copy of the "“as built" ” drawings of the Alterations, to the extent such Alterations are of a type for which as-built plans are generally preparedapplicable, as well as all permits, approvals and other documents issued by any governmental agency in connection with the Alterations.

Manner of Construction. Landlord may impose, as a condition of its consent to any and all Alterations or repairs of the Premises or about the Premises, such requirements as Landlord in its reasonable discretion may deem desirable, including, but not limited to, the requirement that Tenant utilize for such purposes only contractors reasonably approved by Landlord, and the requirement that upon Landlord's timely request (as more particularly set forth in Section 8.5which request must be made, belowif at all, at the time of Landlord's consent to such Alteration), Tenant shall, at Tenant's expense, remove such Alterations upon the expiration or any early termination of the Lease Term and return the affected portion of the Premises to a building standard tenant improved condition as determined by Landlord. Tenant shall construct such Alterations and perform such repairs in a good and workmanlike manner, in conformance with any and all applicable federal, state, county or municipal laws, rules and regulations and pursuant to a valid building permit, issued by the City of San Diego, California, all in conformance with Landlord's construction rules and regulations; provided, however, that prior to commencing to construct any Alteration (other than except with regard to Cosmetic Alterations), Tenant shall meet with Landlord to discuss Landlord's design parameters and code compliance issues. In the event Tenant performs any Alterations in the Premises which require or give rise to governmentally required changes to the "Base Building," as that term is defined below, then Landlord shall, at Tenant's expense, make such changes to the Base Building. The "Base BuildingBASE BUILDING" shall include the structural portions of the BuildingBuilding Structure, and the public restrooms, elevators, fire stairwells and the systems and equipment (including the electrical, life safety, plumbing, sprinkler systems and HVAC systems) located in the internal core of the Building on the floor or floors on which the Premises are located. In performing the work of any such Alterations, Tenant shall have the work performed in such manner so as not to obstruct access to the Project or any portion thereof, by any other tenant of the Project, and so as not to obstruct the business of Landlord or other tenants in the Project. Tenant shall not use (and upon notice from Landlord shall cease using) contractors, services, workmen, labor, materials or equipment that, in Landlord's reasonable judgment, would disturb labor harmony with the workforce or trades engaged in performing other work, labor or services in or about the Building or the Common Areas. In addition to Tenant's obligations under Article 9 of this Lease, upon completion of any Alterations, Tenant agrees to cause a Notice of Completion to be recorded in the office of the Recorder of the County of San Diego Diego, California, in accordance with Section 3093 of the Civil Code of the State of California or any successor statute, and Tenant shall deliver to the Project construction manager a reproducible copy and an electronic copy of the "as built" drawings of the Alterations, to the extent such Alterations are of a type for which as-built plans are generally prepared, as well as all permits, approvals and other documents issued by any governmental agency in connection with the Alterations, if such Alterations are of a type for which as-built plans are reasonably available.

Manner of Construction. Landlord may impose, as a condition of its consent to any and all Alterations or repairs of the Premises or about the Premises, such requirements as Landlord in its reasonable discretion may deem desirable, including, but not limited to, the requirement that Tenant utilize for such purposes only contractors reasonably approved by Landlord, and any removal and/or restoration obligations required to be performed pursuant to the requirement that TCCs of Section 8.5 of this Lease. If Landlord shall give its consent, the consent shall be deemed conditioned upon Landlord's timely request (as more particularly set forth Tenant acquiring a permit to do the work from appropriate governmental agencies, the furnishing of a copy of such permit to Landlord prior to the commencement of the work, and the compliance by Tenant with all conditions of said permit in Section 8.5, below)a prompt and expeditious manner. If such Alterations will involve the use of or disturb hazardous materials or substances existing in the Premises, Tenant shall, at Tenant's expense, remove shall notify Landlord prior to performing such Alterations upon the expiration and comply with Landlord’s rules and regulations concerning such hazardous materials or any early termination of the Lease Term and return the affected portion of the Premises to a building standard tenant improved condition as determined by Landlordsubstances. Tenant shall construct such Alterations and perform such repairs in a good and workmanlike manner, in conformance with any and all applicable federal, state, county county, local or municipal laws, ordinances, rules and regulations and pursuant to a valid building permitpermit (to the extent a building permit is required due to the nature of the Alterations being performed), issued by the City of San Diegocity in which the Building is located (or other applicable governmental authority), all in conformance with Landlord's ’s construction rules and regulations; provided, however, that prior to commencing to construct any Alteration (other than Cosmetic Alterations)Alteration, Tenant shall meet with Landlord to discuss Landlord's ’s design parameters and code compliance issues. In the event Tenant performs any Alterations in the Premises which require or give rise to governmentally required changes to the "“Base Building," ” as that term is defined below, then Landlord shall, at Tenant's expense, make such changes to the Base Building. The "Base Building" shall include the structural portions of the Building, and the public restrooms, elevators, fire stairwells and the systems and equipment located in the internal core of the Building on the floor or floors on which the Premises are located. In performing the work of any such Alterations, Tenant shall have the work performed in such manner so as not to obstruct access to the Project or any portion thereof, by any other tenant of the Project, and so as not to obstruct the business of Landlord or other tenants in the Project. Tenant shall not use (and upon notice from Landlord shall cease using) contractors, services, workmen, labor, materials or equipment that, in Landlord's reasonable judgment, would disturb labor harmony with the workforce or trades engaged in performing other work, labor or services in or about the Building or the Common Areas. In addition to Tenant's obligations under Article 9 of this Lease, upon completion of any Alterations, Tenant agrees to cause a Notice of Completion to be recorded in the office of the Recorder of the County of San Diego in accordance with Section 3093 of the Civil Code of the State of California or any successor statute, and Tenant shall deliver to the Project construction manager a reproducible copy and an electronic copy of the "as built" drawings of the Alterations, to the extent such Alterations are of a type for which as-built plans are generally prepared, as well as all permits, approvals and other documents issued by any governmental agency in connection with the Alterations.at

Manner of Construction. Landlord may impose, as a condition of its ---------------------- consent to any and all Alterations or repairs of the Premises or about the Premises, such requirements as Landlord in its reasonable discretion may deem desirable, including, but not limited to, the requirement that Tenant utilize for such purposes only contractors reasonably approved by Landlord, and the requirement that upon Landlord's timely request (as more particularly set forth in Section 8.5, below)request, Tenant shall, at Tenant's expense, remove such Alterations upon the expiration or any early termination of the Lease Term Term, and/or the requirement that Tenant utilize for such purposes only contractors, materials, mechanics and return the affected portion of the Premises to a building standard tenant improved condition as determined materialmen reasonably approved by Landlord. In any event, a contractor of Landlord's approval shall perform all mechanical, electrical, plumbing, structural, and heating, ventilation and air conditioning work, and such work shall be performed at Tenant's cost. Tenant shall construct such Alterations and perform such repairs in a good and workmanlike manner, in conformance with any and all applicable rules and regulations of any federal, state, county or municipal laws, rules and regulations code or ordinance and pursuant to a valid building permit, issued by the City of San Diegoappropriate governmental entities, all in conformance with Landlord's reasonable construction rules and regulations; provided, however, that prior to commencing to construct any Alteration (other than Cosmetic Alterations), Tenant shall meet with Landlord to discuss . Landlord's approval of the plans, specifications and working drawings for Tenant's Alterations shall create no responsibility or liability on the part of Landlord for their completeness, design parameters sufficiency, or compliance with all laws, rules and code compliance issuesregulations of governmental agencies or authorities. In the event Tenant performs All work with respect to any Alterations must be done in a good and workmanlike manner and diligently prosecuted to completion to the end that the Premises which require or give rise to governmentally required changes to shall at all times be a complete unit except during the "Base Building," as that term is defined below, then Landlord shall, at Tenant's expense, make such changes to the Base Building. The "Base Building" shall include the structural portions period of the Building, and the public restrooms, elevators, fire stairwells and the systems and equipment located in the internal core of the Building on the floor or floors on which the Premises are locatedwork. In performing the work of any such Alterations, Tenant shall have the work performed in such manner so as not to unreasonably obstruct access to the Project or any portion thereof, by the common areas for any other tenant of the Project, and so as not to unreasonably obstruct the business of Landlord or other tenants in the Project. Tenant shall not use (and upon notice from Landlord shall cease using) contractors, services, workmen, labor, materials or equipment that, in Landlord's reasonable judgment, would disturb labor harmony unreasonably interfere with the workforce or trades engaged labor force working in performing other work, labor or services in or about the Building or the Common AreasProject. In addition to Tenant's obligations under Article 9 of this Lease, upon Upon completion of any Alterations, Tenant agrees to cause a Notice of Completion to be recorded in the office of the Recorder of the County of San Diego in accordance with Section 3093 of the Civil Code of the State of California or any successor statute, and Tenant shall deliver to the Project construction manager Building management office a reproducible copy and an electronic copy of the "as built" drawings of the Alterations, to the extent such Alterations are of a type for which as-built plans are generally prepared, as well as all permits, approvals and other documents issued by any governmental agency in connection with the Alterations.

Manner of Construction. Landlord may impose, as a condition of its consent to any and all Alterations or repairs of the Premises or about the Premises, such requirements as Landlord in its reasonable discretion may deem desirable, including, but not limited to, the requirement that Tenant utilize for such purposes only contractors reasonably contractors, subcontractors, materials, mechanics and materialmen selected by Tenant from a list provided and approved by Landlord, and the requirement that upon Landlord's timely request (as more particularly set forth in Section 8.5, below)request, Tenant shall, at Tenant's expense, remove such Alterations upon the expiration or any early termination of the Lease Term Term. Landlord may also require, as a condition to its consent to any Alterations, that any architect retained by Tenant in connection with such Alterations be a "CASp," as that term is defined in Article 24 below, and return that following the affected portion completion of such Alterations, such architect shall certify the Premises as meeting all applicable construction-related accessibility standards pursuant to a building standard tenant improved condition as determined by LandlordCalifornia Civil Code Section 55.53. Tenant shall construct such Alterations and perform such repairs in a good and workmanlike manner, in conformance with any and all applicable federal, state, county or municipal laws, rules and regulations and pursuant to a valid building permit, issued by the City of San Diego, city in which the Building is located all in conformance with Landlord's construction rules and regulations; provided, however, that prior to commencing to construct any Alteration (other than Cosmetic Alterations)Alteration, Tenant shall meet with Landlord to discuss Landlord's design parameters and code compliance issues. In the event Tenant performs any Alterations in the Premises which require or give rise to governmentally required changes to the "Base Building," as that term is defined below, then Landlord shall, at Tenant's expense, make such changes to the Base Building. The "Base Building" shall include the structural portions of the Building, and Building foundations, the public restrooms, elevators, fire exit stairwells and the systems and equipment located in the internal core of the Building on the floor or floors on which the Premises are locatedSystems. In performing the work of any such Alterations, Tenant shall have the work performed in such manner so as not to obstruct access to the Project or any portion thereof, by any other tenant of the Project, and so as not to obstruct the business of Landlord or other tenants in the Project. Tenant shall not use (and upon notice from Landlord shall cease using) contractors, services, workmen, labor, materials or equipment that, in Landlord's reasonable judgment, would disturb labor harmony with the workforce or trades engaged in performing other work, labor or services in or about the Building or the Common Areas. In addition to Tenant's obligations under Article 9 of this Lease, upon completion of any Alterations, Tenant agrees to cause a Notice of Completion to be recorded in the office of the Recorder recorder of the County of San Diego county in which the Building is located in accordance with Section 3093 8182 of the California Civil Code of the State of California or any successor statutestatute and furnish a copy thereof to Landlord upon recordation, and Tenant shall deliver to the Project construction manager a reproducible copy and an electronic copy of the "as built" drawings of the Alterations, to the extent such Alterations are of a type for which as-built plans are generally prepared, as well as all permits, approvals and other documents issued by any governmental agency in connection with the Alterations.

Manner of Construction. Landlord may impose, as a condition of its consent to any and all Alterations or repairs of the Premises or about the Premises, such requirements as Landlord in its reasonable discretion may deem desirable, including, but not limited to, the requirement that Tenant utilize for such purposes only contractors reasonably approved by Landlord, and the requirement that upon Landlord's timely ’s request (as more particularly set forth in Section 8.5, below)made at the time such consent is granted, Tenant shall, at Tenant's ’s expense, remove such Alterations upon the expiration or any early termination of the Lease Term and return the affected portion of the Premises to their condition existing prior to the installation of such Alterations. Landlord may, as a building standard tenant improved condition to its consent to any Alterations, require that any architect retained by Tenant in connection with such Alterations be certified as determined by Landlorda Certified Access Specialist (CASp), and that following the completion of such Alterations, such architect shall certify the Premises as meeting all applicable construction-related accessibility standards pursuant to California Civil Code Section 55.53. Tenant shall construct such Alterations and perform such repairs in a good and workmanlike manner, in conformance with any and all applicable federal, state, county or municipal laws, rules and regulations Laws and pursuant to a valid building permit, issued by the City of San Diego, all in conformance with Landlord's ’s construction rules and regulations; provided, however, that prior to commencing to construct any Alteration (other than Cosmetic Alterations)Alteration, Tenant shall meet with Landlord to discuss Landlord's ’s design parameters and code compliance issues. In the event Tenant performs any Alterations in the Premises which require or give rise to governmentally required changes to the "Base Building," , as that term is defined below, then Landlord shall, at Tenant's ’s expense, make such changes to the Base Building. The "“Base Building" ” shall include the structural portions of the Building, and the public restroomsrestrooms located in the Common Areas, elevators, fire exit stairwells and the systems and equipment located in the internal core of the Building on the floor or floors on which the Premises are located. In performing the work of any such Alterations, Tenant shall have the work performed in such manner so as not to obstruct access to the Building or Project or any portion thereof, by any other tenant of the Building or Project, as applicable, and so as not to obstruct the business of Landlord or other tenants in the Building or Project. Tenant shall not use (and upon notice from Landlord shall cease using) contractors, services, workmen, labor, materials or equipment that, in Landlord's ’s reasonable judgment, would disturb labor harmony with the workforce or trades engaged in performing other work, labor or services in or about the Building or the Common Areas. In addition to Tenant's obligations under Article 9 of this Lease, upon Upon completion of any Alterations, Tenant agrees to cause a Notice of Completion to be recorded in the office of the Recorder recorder of the County of San Diego in which the Premises are situated in accordance with California Civil Code Section 3093 of the Civil Code of the State of California or any successor statute, and Tenant shall deliver to the Project construction manager a reproducible copy and an electronic copy of the "“as built" ” drawings of the Alterations, to the extent such Alterations are of a type for which as-built plans are generally preparedapplicable, as well as all permits, approvals and other documents issued by any governmental agency in connection with the Alterations.

Manner of Construction. Landlord may impose, as a condition of its consent to any and all Alterations or repairs of the Premises or about the Premises, such requirements as Landlord in its reasonable discretion may deem desirable, including, but not limited toAlteration requiring Landlord's consent, the requirement that Tenant utilize for such purposes only contractors reasonably and subcontractors approved by Landlord, and the requirement that upon in Landlord's timely request (as more particularly set forth in Section 8.5, below)reasonable discretion. With respect to Alterations not requiring Landlord's consent, Tenant shall, shall utilize only reputable and skilled contractors and subcontractors which are comparable to the contractors and subcontractors utilized by tenants at Tenant's expense, remove the Comparable Buildings. If such Alterations upon will involve the expiration use of or any early termination of disturb hazardous materials or substances existing in the Lease Term Premises, Tenant shall comply with Landlord's rules and return the affected portion of the Premises to a building standard tenant improved condition as determined by Landlordregulations concerning such hazardous materials or substances. Tenant shall construct such Alterations and perform such repairs in a good and workmanlike manner, in conformance with any and all applicable federal, state, county or municipal laws, rules and regulations and pursuant to a valid building permit, issued by the City of San DiegoLos Angeles, all in conformance with Landlord's construction rules and regulations; provided, however, that prior to commencing to construct any Alteration (other than Cosmetic Alterations), Tenant shall meet with Landlord to discuss Landlord's design parameters and code compliance issues. In the event Tenant performs any Alterations in the Premises which are not customary general office improvements which require or give rise to governmentally required changes to the "Base Building," as that term is defined below, then Landlord shall, at Tenant's expense, make such changes to the Base Building. The "Base BuildingBASE BUILDING" shall include the structural portions of the Building, and the public restrooms, elevators, fire stairwells restrooms and the systems and equipment located in the internal core of the Building on the floor or floors on which the Premises are located. In performing the work of any such Alterations, Tenant shall have the work performed in such manner so as not to unreasonably obstruct access to the Project or any portion thereof, by any other tenant of the Project, and so as not to unreasonably obstruct the business of Landlord or other tenants in the Project. Tenant shall not use (and upon notice from Landlord shall cease using) contractors, services, workmen, labor, materials or equipment that, in Landlord's reasonable judgment, that would disturb labor harmony with the workforce or trades engaged in performing other work, labor or services in or about the Building or the Common Areas. In addition to Tenant's obligations under Article 9 of this Lease, upon completion of any Alterations, Tenant agrees to cause a Notice of Completion to be recorded in the office of the Recorder of the County of San Diego Los Angeles in accordance with Section 3093 of the Civil Code of the State of California or any successor statute, and Tenant shall deliver to the Project construction manager management office a reproducible copy and an electronic copy of the "as built" drawings of the Alterations, to the extent such Alterations are of a type for which as-built plans are generally prepared, as well as all permits, approvals and other documents issued by any governmental agency in connection with the Alterations.

Manner of Construction. Landlord may impose, as a condition of its consent to any and all Alterations or repairs of the Premises or about the Premises, such requirements as Landlord in its reasonable discretion may deem desirable, including, but not limited to, the requirement that Tenant utilize for such purposes only contractors reasonably approved by Landlord, and the requirement that upon Landlord's ’s timely request (as more particularly set forth in Section 8.5, below), Tenant shall, at Tenant's ’s expense, remove such Alterations upon the expiration or any early termination of the Lease Term and return the affected portion of the Premises to a building standard tenant improved condition as determined by Landlord; provided, however, that Tenant shall be required to remove any Alteration to the extent Landlord provides Tenant with notice of such removal obligation at the time its consent is given (i.e., as more particularly set forth in Section 8.5 below). Tenant shall construct such Alterations and perform such repairs in a good and workmanlike manner, in conformance with any and all applicable federalApplicable Laws and if required by Applicable Laws, state, county or municipal laws, rules and regulations and pursuant to a valid building permit, issued by the City of San Diego, all in conformance with Landlord's ’s construction rules and regulationsregulations of which Tenant has been given notice; provided, however, that prior to commencing to construct any Alteration (other than Cosmetic Alterations)Alteration, Tenant shall meet with Landlord to discuss Landlord's ’s design parameters and code compliance issues. In the event Tenant performs any Alterations in the Premises which require or give rise to governmentally required changes to the "“Base Building," ” as that term is defined below, then Landlord shall, at Tenant's ’s expense, make such changes to the Base Building. The "Base Building" shall include the structural portions Since all or a portion of the BuildingProject is or may become -00- XXXXXX XXXXXX XXXXXX CENTRE DEL MAR [Santarus, and the public restrooms, elevators, fire stairwells and the systems and equipment located in the internal core of the Building on the floor or floors on which the Premises are located. In performing the work of any such Alterations, Tenant shall have the work performed in such manner so as not to obstruct access to the Project or any portion thereof, by any other tenant of the Project, and so as not to obstruct the business of Landlord or other tenants in the Project. Tenant shall not use (and upon notice from Landlord shall cease using) contractors, services, workmen, labor, materials or equipment that, in Landlord's reasonable judgment, would disturb labor harmony with the workforce or trades engaged in performing other work, labor or services in or about the Building or the Common Areas. In addition to Tenant's obligations under Article 9 of this Lease, upon completion of any Alterations, Tenant agrees to cause a Notice of Completion to be recorded in the office of the Recorder of the County of San Diego in accordance with Section 3093 of the Civil Code of the State of California or any successor statute, and Tenant shall deliver to the Project construction manager a reproducible copy and an electronic copy of the "as built" drawings of the Alterations, to the extent such Alterations are of a type for which as-built plans are generally prepared, as well as all permits, approvals and other documents issued by any governmental agency in connection with the Alterations.Inc.]

Manner of Construction. Landlord may impose, as a condition of its ---------------------- consent to any and all Alterations or repairs of the Premises or about the Premises, such requirements as Landlord in its reasonable discretion may deem desirable, including, but not limited to, the requirement that Tenant utilize for such purposes only contractors reasonably contractors, subcontractors, materials, mechanics and materialmen selected by Tenant from a list provided and approved by Landlord, and the requirement that upon Landlord's timely request (as more particularly set forth in Section 8.5, below)request, Tenant shall, at Tenant's expense, remove such Alterations upon the expiration or any early termination of the Lease Term Term. If such Alterations will involve the use of or disturb hazardous materials or substances existing in the Premises, Tenant shall comply with Landlord's rules and return the affected portion of the Premises to a building standard tenant improved condition as determined by Landlordregulations concerning such hazardous materials or substances. Tenant shall construct such Alterations and perform such repairs in a good and workmanlike manner, in conformance with any and all applicable federal, state, county or municipal laws, rules and regulations and pursuant to a valid building permit, issued by the City of San Diego, all in conformance with Landlord's construction rules and regulations; provided, however, that prior to commencing to construct any Alteration (other than Cosmetic Alterations), Tenant shall meet with Landlord to discuss Landlord's design parameters and code compliance issues. In the event Tenant performs any Alterations in the Premises which require or give rise to governmentally required changes to the "Base Building," as that term is defined below, then Landlord shall, at Tenant's expense, make such changes to the Base Building. The "Base BuildingBASE BUILDING" shall include the structural portions of the Building, and the public restrooms, elevators, fire stairwells and the systems and equipment located in the internal core consist of the Building on the floor or floors on which the Premises are locatedStructure. In performing the work of any such Alterations, Tenant shall have the work performed in such manner so as not to obstruct access to the Project or any portion thereof, by any other tenant of the Project, and so as not to obstruct the business of Landlord or other tenants in the Project. Tenant shall not use (and upon notice from Landlord shall cease using) contractors, services, workmen, labor, materials or equipment that, in Landlord's reasonable judgment, would disturb labor harmony with the workforce or trades engaged in performing other work, labor or services in or about the Building or the Common Areas. In addition to Tenant's obligations under Article 9 of this Lease, upon completion of any Alterations, Tenant agrees to cause a Notice of Completion to be recorded in the office of the Recorder of the County of San Diego in accordance with Section 3093 of the Civil Code of the State of California or any successor statute, and Tenant shall deliver to the Project construction manager a reproducible copy and an electronic copy of the "as built" drawings of the Alterations, to the extent such Alterations are of a type for which as-built plans are generally prepared, as well as all permits, approvals and other documents issued by any governmental agency in connection with the Alterations.management

Manner of Construction. Landlord may impose, as a condition of its consent to any and all Alterations or repairs of the Premises or about the Premises, such requirements as Landlord in its reasonable discretion may deem desirable, including, but not limited toAlteration requiring Landlord's consent, the requirement that Tenant utilize for such purposes only contractors reasonably and subcontractors approved by Landlord, and the requirement that upon in Landlord's timely request (as more particularly set forth in Section 8.5, below)reasonable discretion. With respect to Alterations not requiring Landlord's consent, Tenant shall, shall utilize only reputable and skilled contractors and subcontractors which are comparable to the contractors and subcontractors utilized by tenants at Tenant's expense, remove the Comparable Buildings. If such Alterations upon will involve the expiration use of or any early termination of disturb hazardous materials or substances existing in the Lease Term Premises, Tenant shall comply with Landlord's rules and return the affected portion of the Premises to a building standard tenant improved condition as determined by Landlordregulations concerning such hazardous materials or substances. Tenant shall construct such Alterations and perform such repairs in a good and workmanlike manner, in conformance with any and all applicable federal, state, county or municipal laws, rules and regulations and pursuant to a valid building permit, issued by the City of San DiegoLos Angeles, all in conformance with Landlord's construction rules and regulations; provided, however, that prior to commencing to construct any Alteration (other than Cosmetic Alterations), Tenant shall meet with Landlord to discuss Landlord's design parameters and code compliance issues. In the event Tenant performs any Alterations in the Premises which are not customary general office improvements which require or give rise to governmentally required changes to the "Base Building," as that term is defined below, then Landlord shall, at Tenant's expense, make such changes to the Base Building. The "Base Building" shall include the structural portions of the Building, and the public restrooms, elevators, fire stairwells restrooms and the systems and equipment located in the internal core of the Building on the floor or floors on which the Premises are located. In performing the work of any such Alterations, Tenant shall have the work performed in such manner so as not to unreasonably obstruct access to the Project or any portion thereof, by any other tenant of the Project, and so as not to unreasonably obstruct the business of Landlord or other tenants in the Project. Tenant shall not use (and upon notice from Landlord shall cease using) contractors, services, workmen, labor, materials or equipment that, in Landlord's reasonable judgment, that would disturb labor harmony with the workforce or trades engaged in performing other work, labor or services in or about the Building or the Common Areas. In addition to Tenant's obligations under Article 9 of this Lease, upon completion of any Alterations, Tenant agrees to cause a Notice of Completion to be recorded in the office of the Recorder of the County of San Diego Los Angeles in accordance with Section 3093 of the Civil Code of the State of California or any successor statute, and Tenant shall deliver to the Project construction manager management office a reproducible copy and an electronic copy of the "as built" drawings of the Alterations, to the extent such Alterations are of a type for which as-built plans are generally prepared, as well as all permits, approvals and other documents issued by any governmental agency in connection with the Alterations.

Manner of Construction. Landlord may impose, as a condition of its consent to any and all Alterations or repairs of the Premises or about the Premises, such requirements as Landlord in its reasonable discretion may deem desirable, including, but not limited to, the requirement that Tenant utilize for such purposes only contractors reasonably approved by Landlord, and the requirement that upon Landlord's ’s timely request (as more particularly set forth in Section 8.5, below), Tenant shall, at Tenant's ’s expense, remove such Alterations upon the expiration or any early termination of the Lease Term and return the affected portion of the Premises to a building standard tenant improved condition as determined by Landlord. Tenant shall construct such Alterations and perform such repairs in a good and workmanlike manner, in conformance with any and all applicable federal, state, county or municipal laws, rules and regulations and pursuant to a valid building permit, issued by the City of San Diego, California, all in conformance with Landlord's ’s construction rules and regulations; provided, however, that prior to commencing to construct any Alteration (other than Cosmetic Alterations)Alteration, Tenant shall meet with Landlord to discuss Landlord's ’s design parameters and code compliance issues. In the event Tenant performs any Alterations in the Premises which require or give rise to governmentally required changes to the "“Base Building," ” as that term is defined below, then Landlord shall, at Tenant's ’s expense, make such changes to the Base Building. The "“Base Building" ” shall include the structural portions of the Building, and the public restrooms, elevators, fire exit stairwells and the systems and equipment located in the internal core of the Building on the floor or floors on which the Premises are located. In performing the work of any such Alterations, Tenant shall have the work performed in such manner so as not to obstruct access to the Project or any portion thereof, by any other tenant of the Project, and so as not to obstruct the business of Landlord or other tenants in the Project. Tenant shall not use (and upon notice from Landlord shall cease using) contractors, services, workmen, labor, materials or equipment that, in Landlord's ’s reasonable judgment, would disturb labor harmony with the workforce or trades engaged in performing other work, labor or services in or about the Building or the Common Areas. In addition to Tenant's ’s obligations under Article 9 of this Lease, upon completion of any Alterations, Tenant agrees to cause a Notice of Completion to be recorded in the office of the Recorder of the County of San Diego Diego, California in accordance with Section 3093 of the Civil Code of the State of California or any successor statute, and Tenant shall deliver to the Project construction manager a reproducible copy and an electronic copy of the "“as built" ” drawings of the Alterations, to the extent such Alterations are of a type for which as-built plans are generally preparedapplicable, as well as all permits, approvals and other documents issued by any governmental agency in connection with the Alterations.

Manner of Construction. Landlord may impose, as a condition of its consent to any and all Alterations or repairs of the Premises or about the Premises, such requirements as Landlord in its reasonable discretion may deem desirablereasonably desirable using good faith prudent business judgement, including, but not limited to, the requirement that Tenant utilize for such purposes only contractors reasonably contractors, subcontractors, materials, mechanics and materialmen selected by Tenant from a list provided and approved by Landlord, and the requirement that upon Landlord's timely request (as more particularly set forth in Section 8.5, below)at the time Landlord grants consent, Tenant shall, at Tenant's expense, remove such Alterations upon the expiration or any early termination of the Lease Term and return Term. Any contractors, subcontractors, or materials suppliers that are not on the affected portion approved list shall require the approval of the Premises to a building standard tenant improved condition Landlord, which Landlord shall not unreasonably withhold, condition, or delay, so long as determined by Landlordthey are qualified union contractors. Tenant shall construct such Alterations and perform such repairs in a good and workmanlike manner, in conformance with any and all applicable federal, state, county or municipal laws, rules and regulations Applicable Laws and pursuant to a valid building permit, issued by the City of San Diegocity in which the Building is located (or other applicable governmental authority), all in conformance with Landlord's reasonable construction rules and regulationsregulations (attached hereto as Exhibit B-1; provided, provided however, that prior to commencing to construct any Alteration (other than Cosmetic Alterations)Alteration, Tenant shall meet with Landlord to discuss Landlord's ’s design parameters and code compliance issues. In the event Tenant performs any Alterations in the Premises which require or give rise to governmentally required changes to the "Base Building," as that term is defined below, then Landlord shall, at Tenant's expense, make such changes to the Base Building. The "Base Building" shall include the structural portions of the Building, and the public restrooms, elevators, fire stairwells and the systems and equipment located in the internal core of mean the Building on the floor or floors on which the Premises are locatedStructure and Building Systems. In performing the work of any such Alterations, Tenant shall have the work performed in such manner so as not to unreasonably obstruct access to the Project or any portion thereof, by any other tenant of the Project, and so as not to unreasonably obstruct the business of Landlord or other tenants in the Project. Tenant shall not use (and upon notice from Landlord shall cease using) contractors, services, workmen, labor, materials or equipment that, in Landlord's reasonable judgment, would disturb labor harmony with the workforce or trades engaged in performing other work, labor or services in or about the Building or the Common Areas. In addition to Tenant's obligations under Article 9 of this Lease, upon completion of any Alterations, Tenant agrees to cause a Notice of Completion to be recorded in the office of the Recorder of the County of San Diego in accordance with Section 3093 of the Civil Code of the State of California or any successor statute, and Tenant shall deliver to the Project construction manager a reproducible copy and an electronic copy of the "as built" drawings of the Alterations, to the extent such Alterations (if any are produced and if not produced then Tenant shall so deliver a copy of a type for which as-built plans are generally prepared, marked set of Tenant’s construction drawings) as well as all permits, permits and approvals and other documents issued by any governmental agency in connection with the Alterations.

Manner of Construction. Landlord may imposeTenant shall utilize only competent contractors, as a condition of its consent to any subcontractors, materials, mechanics and all Alterations or repairs of the Premises or about the Premises, such requirements as Landlord in its reasonable discretion may deem desirable, including, but not limited to, the requirement that Tenant utilize for such purposes only contractors materialmen reasonably approved by Landlord, and for the requirement that upon construction of any Alterations. Upon Landlord's timely request (as more particularly set forth in Section unless Landlord waived, at the time of Landlord's approval of any Alterations pursuant to the provisions of SECTION 8.5, below, its right to make such request), Tenant shall, at Tenant's expense, remove such Alterations upon the expiration or any early termination of the Lease Term Term; provided, however, that in no event shall Tenant be required to remove any Alterations which are normal and return customary improvements vis-a-vis the affected portion general implementation of the Premises Permitted Use. If such Alterations will involve the use of or disturb hazardous materials or substances existing in the Premises, Tenant shall comply with Landlord's rules and regulations concerning, and all applicable laws pertaining to, hazardous materials or substances with respect to a building standard tenant improved condition as determined by Landlordsuch Alterations. Tenant shall construct such Alterations and perform such repairs in a good and workmanlike manner, in conformance with any and all applicable federal, state, county or municipal laws, rules and regulations and pursuant to a valid building permit, issued by the City of San Diego, all in conformance with Landlord's reasonable construction rules and regulations; provided, however, that prior to commencing to construct any Alteration (other than Cosmetic Alterations)Alteration, Tenant shall meet with Landlord to discuss Landlord's design parameters and code compliance issuesissues to the extent the nature and/or scope of such Alterations reasonably warrant such meeting. In the event Tenant performs any Alterations in the Premises which require or give rise to governmentally required changes to the "Base Building," as that term is defined belowBuilding Structure, then Landlord shall, at Tenant's expense, make such changes to the Base Building. The "Base Building" shall include the structural portions of the Building, and the public restrooms, elevators, fire stairwells and the systems and equipment located in the internal core of the Building on the floor or floors on which the Premises are located. In performing the work of any such Alterations, Tenant shall have the work performed in such manner so as not to obstruct access to the Project or any portion thereof, by any other tenant of the Project, and so as not to obstruct the business of Landlord or other tenants in the ProjectStructure. Tenant shall not use (and upon notice from Landlord shall cease using) contractors, services, workmen, labor, materials or equipment that, in Landlord's reasonable judgment, would disturb labor harmony with the workforce or trades engaged in performing other work, labor or services in or about the Building or the Common Areas. In addition to Tenant's obligations under Article ARTICLE 9 of this Lease, upon completion of any AlterationsAlterations which affect the Building Structures, Tenant agrees to cause a Notice of Completion to be recorded in the office of the Recorder of the County of San Diego in accordance with Section 3093 of the Civil Code of the State of California or any successor statute, and Tenant shall deliver to the Project construction manager a reproducible copy and an electronic copy of the "as built" drawings of the Alterations, to the extent such Alterations are of a type for which as-built plans are generally preparedapplicable, as well as all permits, approvals and other documents issued by any governmental agency in connection with the Alterations.

Manner of Construction. Landlord may impose, as a condition of its consent to any and all Alterations or repairs of the Premises or about the PremisesPremises for which Landlord’s prior consent is required, such requirements as Landlord in its reasonable discretion may deem desirable, including, but not limited to, the requirement that Tenant utilize for such purposes only contractors reasonably contractors, subcontractors, materials, mechanics and materialmen selected by Tenant from a list provided and approved by LandlordLandlord (a current list is attached hereto as Schedule 1 to Exhibit B), and the requirement that upon Landlord's timely request (as more particularly set forth in Section 8.5, below)’s request, Tenant shall, at Tenant's ’s expense, remove such Alterations any “Specialty Alterations,” as that term is defined in Section 8.5, below, upon the expiration or any early termination of the Lease Term and return the affected portion of the Premises to a building standard tenant improved condition as determined by LandlordTerm. Tenant shall construct such Alterations and perform such repairs in a good and workmanlike manner, in conformance with any and all applicable federal, state, county or municipal laws, rules and regulations and pursuant to a valid building permit, issued by the City of San DiegoFrancisco, all in conformance with Landlord's ’s reasonable construction rules and regulations; provided, however, that prior to commencing to construct any Alteration (other than Cosmetic Alterations)Alteration, Tenant shall meet with Landlord to discuss Landlord's ’s design parameters and code compliance issues. In the event Tenant performs any Alterations in the Premises which require or give rise to governmentally required changes to the "Base Building," as that term is defined below, then Landlord shall, at Tenant's ’s expense, make such changes to the Base Building. The "“Base Building" ” shall include the structural portions of the Building, and the public restrooms, elevators, fire stairwells and the systems and equipment located in the internal core of mean the Building Structure, the Building Systems, including the Building Systems on the floor or floors on which the Premises are locatedlocated as well as the Common Areas. In performing the work of any such Alterations, Tenant shall have the work performed in such manner so as not to obstruct access to the Project or any portion thereof, by any other tenant of the Project, and so as not to obstruct the business of Landlord or other tenants in the Project. Tenant shall not use (and upon notice from Landlord shall cease using) contractors, services, workmen, labor, materials or equipment that, in Landlord's ’s reasonable judgment, would disturb labor harmony with the workforce or trades engaged in performing other work, labor or services in or about the Building or the Common Areas. In addition to Tenant's ’s obligations under Article 9 of this Lease, upon completion of any Alterations, Tenant agrees to cause a Notice of Completion to be recorded in the office of the Recorder of the County of San Diego Francisco in accordance with Section 3093 8182 of the Civil Code of the State of California or any successor statute, and Tenant shall deliver to the Project construction manager a reproducible copy and an electronic copy of the "“as built" ” drawings of the Alterations, to the extent such Alterations are of a type for which as-built plans are generally prepared, as well as all permits, approvals and other documents issued by any governmental agency in connection with the Alterations.

Manner of Construction. Landlord may impose, as a condition of its ---------------------- consent to any and all Alterations or repairs of the Premises or about the Premises, such requirements as Landlord in its reasonable sole discretion may deem desirable, including, but not limited to, the requirement that Tenant utilize for such purposes only contractors contractors, subcontractors, materials, mechanics and materialmen selected by Tenant and reasonably approved by Landlord, and the requirement that upon all Alterations conform in terms of quality and style to the building's standards established by Landlord. If such Alterations will involve the use of or disturb hazardous materials or substances existing in the Premises, Tenant shall comply with Landlord's timely request (as more particularly set forth in Section 8.5, below), Tenant shall, at Tenant's expense, remove rules and regulations concerning such Alterations upon the expiration hazardous materials or any early termination of the Lease Term and return the affected portion of the Premises to a building standard tenant improved condition as determined by Landlordsubstances. Tenant shall construct such Alterations and perform such repairs in a good and workmanlike manner, in conformance with any and all applicable federal, state, county or municipal laws, rules and regulations and pursuant to a valid building permit, issued by the City of San DiegoSanta Xxxxx, all in conformance with Landlord's construction rules and regulations; provided, however, that prior to commencing to construct any Alteration (other than Cosmetic Alterations), Tenant shall meet with Landlord to discuss Landlord's design parameters and code compliance issues. In the event Tenant performs any Alterations Alterations, for non-general office use, in the Premises which require or give rise to governmentally required changes to the "Base Building," as that term is defined below, then Landlord shall, at Tenant's expense, make such changes to the Base Building. The "Base Building" shall include the structural portions of the Building, and the public restrooms, elevators, fire stairwells restrooms and the systems and equipment located in the internal core of the Building on the floor or floors on which the Premises are located. In performing the work of any such Alterations, Tenant shall have the work performed in such manner so as not to obstruct access to the Project or any portion thereof, by any other tenant of the Project, and so as not to obstruct the business of Landlord or other tenants in the Project. Tenant shall not use (and upon notice from Landlord shall cease using) contractors, services, workmen, labor, materials or equipment that, in Landlord's reasonable judgment, would disturb labor harmony with the workforce or trades engaged in performing other work, labor or services in or about the Building or the Common Areas. In addition to Tenant's obligations under Article 9 of this Lease, upon completion of any Alterations, Tenant agrees to cause a Notice of Completion to be recorded in the office of the Recorder of the County of San Diego Santa Xxxxx in accordance with Section 3093 of the Civil Code of the State of California or any successor statute, and Tenant shall deliver to the Project construction manager management office a reproducible copy and an electronic copy of the "as built" drawings of the Alterations, to the extent such Alterations are of a type for which as-built plans are generally prepared, as well as all permits, approvals and other documents issued by any governmental agency in connection with the Alterations.

Manner of Construction. Landlord may impose, as a condition of its consent to any and all Alterations or repairs of the Premises or about the Premises, such requirements as Landlord in its reasonable discretion may deem desirable, including, but not limited to, the requirement that Tenant utilize for such purposes only contractors reasonably contractors, subcontractors, materials, mechanics and materialmen selected by Tenant from a list provided and approved by Landlord, and the requirement that upon Landlord's timely request (as more particularly set forth in Section 8.5, below)request, Tenant shall, at Tenant's expense, remove such Alterations upon the expiration or any early termination of the Lease Term Term. Landlord agrees that if at the time that Tenant requests Landlord’s consent to an Alteration, Tenant also requests in writing confirmation as to whether or not Landlord will require the same to be removed upon the expiration or earlier termination of this Lease, and return Landlord fails to notify Tenant that the affected portion Alteration must be removed at the time of Landlord’s consent to the Premises same, then Tenant shall not be obligated to a building standard tenant improved condition as determined by Landlordremove such Alterations upon the expiration or earlier termination of this Lease. Tenant shall construct such Alterations and perform such repairs in a good and workmanlike manner, in conformance with any and all applicable federal, state, county or municipal laws, rules and regulations and pursuant to a valid building permit, issued by the City of San Diego, city in which the Building is located all in conformance with Landlord's reasonable construction rules and regulations; provided, however, that prior to commencing to construct any Alteration (other than Cosmetic Alterations)Alteration, Tenant shall meet with Landlord to discuss Landlord's design parameters and code compliance issues. In the event Tenant performs any Alterations in the Premises which require or give rise to governmentally required changes to the "Base Building," as that term is defined below, then Landlord shall, at Tenant's expense, make such changes to the Base Building. The "Base Building" shall include the structural portions of the Building, and the public restrooms, elevators, fire exit stairwells and the systems and equipment located in the internal core of the Building on the floor or floors on which the Premises are locatedBuilding. In performing the work of any such Alterations, Tenant shall have the work performed in such manner so as not to obstruct access to the Project or any portion thereof, by any other tenant of the Project, and so as not to obstruct the business of Landlord or other tenants in the Project. Tenant shall not use (and upon notice from Landlord shall cease using) contractors, services, workmen, labor, materials or equipment that, in Landlord's reasonable judgment, would disturb labor harmony with the workforce or trades engaged in performing other work, labor or services in or about the Building or the Common Areas. In addition to Tenant's obligations under Article 9 of this Lease, upon completion of any Alterations, Tenant agrees to cause a Notice of Completion to be recorded in the office of the Recorder recorder of the County of San Diego county in which the Building is located in accordance with Section 3093 8182 of the California Civil Code of the State of California or any successor statutestatute and furnish a copy thereof to Landlord upon recordation, and Tenant shall deliver to the Project construction manager a reproducible copy and an electronic copy of the "as built" drawings of the Alterations, to the extent such Alterations are of a type for which as-built plans are generally prepared, as well as all permits, approvals and other documents issued by any governmental agency in connection with the Alterations.

Manner of Construction. Landlord may impose, as a condition of its consent to any and all Alterations or repairs of the Premises or about the Premises, such requirements as Landlord in its reasonable discretion may deem desirable, including, but not limited to, the requirement that Tenant utilize for such purposes only contractors reasonably contractors, materials, mechanics and materialmen approved by Landlord; provided, and however, Landlord may impose such requirements as Landlord may determine, in its sole good faith business judgement, with respect to any work affecting the requirement that upon Landlord's timely request (as more particularly set forth in Section 8.5, below), Tenant shall, at Tenant's expense, remove such Alterations upon the expiration or any early termination structural components of the Lease Term Building or Systems and return the affected portion of the Premises Equipment (including designating specific contractors to a building standard tenant improved condition as determined by Landlordperform such work). Tenant shall construct such Alterations and perform such repairs in a good and workmanlike manner, in conformance with any and all applicable rules and regulations of any federal, state, county or municipal lawscode or ordinance (including California Energy Code, rules and regulations Title 24) and pursuant to a valid building permit, issued by the City of San Diegocity in which the Project is located, all and in conformance with Landlord's construction rules and regulations; provided, however, that prior to commencing to construct any Alteration (other than Cosmetic Alterations), Tenant shall meet with Landlord to discuss Landlord's design parameters and code compliance issues. In the event Tenant performs that any proposed Alterations in trigger the need for repairs, maintenance, improvements or alterations outside of the Premises which require or give rise to governmentally required changes to for any reason, Tenant shall be solely responsible for the "Base Building," as that term is defined below, then Landlord shall, performance of all such work at Tenant's sole cost and expense. Landlord's approval of the plans, make such changes specifications and working drawings for Tenant's Alterations shall create no responsibility or liability on the part of Landlord for their completeness, design sufficiency, or compliance with all laws, rules and regulations of governmental agencies or authorities. All work with respect to any Alterations must be done in a good and workmanlike manner and diligently prosecuted to completion to the Base Building. The "Base Building" shall include the structural portions of the Building, and the public restrooms, elevators, fire stairwells and the systems and equipment located in the internal core of the Building on the floor or floors on which end that the Premises are locatedshall at all times be a complete unit except during the period of work. In performing the work of any such Alterations, Tenant shall have the work performed in such manner so as not to obstruct access to the Building or Project or any portion thereof, by the Common Areas for any other tenant of the Project, and so as not to obstruct the business of Landlord or other tenants in of the Project, or interfere with the labor force working at the Project. If Tenant makes any Alterations, Tenant agrees to carry "Builder's All Risk" insurance covering the construction of such Alterations, and such other insurance as Landlord may require, it being understood and agreed that all of such Alterations shall not use (and be insured by Tenant pursuant to Article 10 of this Lease immediately upon notice from completion thereof. In addition, Landlord shall cease using) contractors, services, workmen, labor, materials or equipment thatmay, in Landlord's reasonable judgmentits reasonably discretion, would disturb labor harmony with require Tenant to obtain a lien and completion bond or some alternate form of security satisfactory to Landlord in an amount sufficient to ensure the workforce or trades engaged in performing other work, labor or services in or about the Building or the Common Areaslien-free completion of such Alterations and naming Landlord as a co-obligee. In addition to Tenant's obligations under Article 9 of this Lease, upon Upon completion of any Alterations, Tenant agrees to shall (i) cause a Notice of Completion to be recorded in the office of the Recorder of the County of San Diego county in which the Project is located in accordance with Section 3093 of the Civil Code of the State of California or any successor statute, and Tenant shall (ii) deliver to the management office of the Project construction manager a reproducible copy and an electronic copy of the "as built" drawings of the Alterations, and (iii) deliver to the extent such Alterations are Landlord evidence of a type payment, contractors' affidavits and full and final waivers of all liens for which as-built plans are generally preparedlabor, as well as all permits, approvals and other documents issued by any governmental agency in connection with the Alterationsservices or materials.

Manner of Construction. Landlord may impose, as a condition of its consent to any and all Alterations or repairs of the Premises or about the Premises, such requirements as Landlord in its reasonable sole discretion may deem desirable, including, but not limited to, the requirement that Tenant utilize for such purposes only contractors reasonably approved by Landlord, and the requirement that upon Landlord's timely request (as more particularly set forth in Section 8.5, below), Tenant shall, at Tenant's expense, remove such Alterations upon the expiration or any early termination of the Lease Term and return the affected portion of the Premises to a building standard tenant improved condition as determined by Landlord. Tenant shall construct such Alterations and perform such repairs in a good and workmanlike manner, in conformance with any and all applicable federal, state, county or municipal laws, rules and regulations and pursuant to a valid building permit, issued by the City of San DiegoLaws, all in conformance with Landlord's construction rules and regulations’s Rules; provided, however, that prior to commencing to construct any Alteration (other than Cosmetic Alterations)Alteration, Tenant shall meet with Landlord to discuss Landlord's ’s design parameters and code compliance issues. In the event Tenant performs any Alterations in the Premises which require or give rise to governmentally required changes to the "Base Building," as that term is defined below, then Landlord shall, at Tenant's ’s expense, make such changes to the Base Building. The "Base Building" shall include the structural portions Since all or a portion of the Building, and the public restrooms, elevators, fire stairwells and the systems and equipment located Project is or may become in the internal core future certified under the U.S. Building Council’s Leadership in Energy and Environmental Design (“LEED”) rating system (or other applicable certification standard) (all in Landlord’s sole discretion), Tenant expressly acknowledges and agrees that without limitation as to other grounds for Landlord withholding its consent to any proposed Alteration, Landlord shall have the right to withhold its consent to any proposed Alteration in the event that such Alteration is not compatible with such certification or recertification of the Building on the floor Project under such LEED rating system (or floors on which the Premises are locatedother applicable certification standard). In performing the work of any such Alterations, Tenant shall have the work performed in such manner so as not to obstruct access to the Project or any portion thereof, by any other tenant of the Project, and so as not to obstruct the business of Landlord or other tenants in the Project. Tenant shall not use (and upon notice from Landlord shall cease using) contractors, services, workmen, labor, materials or equipment that, in Landlord's ’s reasonable judgment, would disturb labor harmony with the workforce or trades engaged in performing other work, labor or services in or about the Building Building, the Project or the Common Areas. In addition to Tenant's ’s obligations under Article 9 of this Lease, upon completion of any Alterations, Tenant agrees to (i) cause a Notice of Completion to be recorded in the office of the Recorder of the County of San Diego Orange, California in accordance with Section 3093 of the Civil Code of the State of California Section 8182 or any successor statuteother Laws, and Tenant shall (ii) deliver to the Project construction manager Landlord a reproducible copy and an electronic CAD copy of the "“as built" ” drawings of the Alterations, to the extent such Alterations are of a type for which as-built plans are generally preparedapplicable, as well as all permits, approvals and other documents issued by any governmental agency in connection with the Alterations.

Manner of Construction. Landlord may impose, as a condition of its consent to any and all Alterations or repairs of the Premises or about the Premises, such requirements as Landlord in its reasonable discretion may deem desirablerequirements, including, but not limited to, the requirement that Tenant utilize for such purposes only contractors reasonably contractors, subcontractors, materials, mechanics and materialmen selected by Tenant from a list provided and approved by Landlord, and the requirement that upon Landlord's timely request (as more particularly set forth in Section 8.5, below)’s request, Tenant shall, at Tenant's ’s expense, remove such Alterations upon the expiration or any early termination of the Lease Term and return the affected portion (but only as provided in Section 8.5 below). Landlord may further condition its approval of any proposed Alteration requested by Tenant upon some of all of the Premises following requirements: (a) that such Alteration shall comply with Landlord’s then existing building standards for tenant improvement work (unless such Alteration is otherwise consistent (including without limitation, with respect to a building standard tenant improved condition materials utilized), as reasonably determined by Landlord, with the Tenant Improvements (“Consistent Alterations”); (b) that Landlord shall supervise the performance of such Alteration; and (c) that subcontractor and/or consultants specified by Landlord shall be utilized to insure the integrity of the Building mechanical and electrical systems. If Landlord shall give its consent, the consent shall be deemed conditioned upon Tenant acquiring applicable permits to do the work from appropriate governmental agencies, the furnishing of a copy of such permit to Landlord prior to the commencement of the work, and the compliance by Tenant with all conditions of said permit in a prompt and expeditious manner. If any Alterations will involve the use of or disturb hazardous materials or substances existing in the Premises, Tenant shall comply with Landlord’s rules and regulations concerning such hazardous materials or substances. Tenant shall construct such Alterations and perform such repairs in a good and workmanlike manner, in conformance Conformance with any and all applicable federal, state, county or municipal laws, rules and regulations and pursuant to a valid building permit, issued by the City of San Diegoappropriate governmental officials or agencies, all in conformance with Landlord's ’s construction rules and regulations; provided, however, that prior to commencing to construct any Alteration (other than Cosmetic Alterations), Tenant shall meet with Landlord to discuss Landlord's design parameters and code compliance issues. In the event Tenant performs any Alterations in the Premises which require or give rise to governmentally required changes to the "“Base Building," ” as that term is defined below, then Landlord shall, at Tenant's ’s expense, make such changes to the Base Building. The "“Base Building" ” shall include the structural portions of the Building, and the public restrooms, elevators, fire stairwells restrooms and the systems and equipment located in the internal core of the Building on the floor or floors on which the Premises are locatedlocated as further set forth in Section 1 of the Tenant Work Letter. In performing the work of any such Alterations, Tenant shall have the work performed in such manner so as not to materially and adversely obstruct access to the Project or any portion thereof, by any other tenant of the Project, and so as not to materially and adversely obstruct the business of Landlord or other tenants in the Project. Tenant shall not use (and upon notice Notice from Landlord shall cease using) contractors, services, workmen, labor, materials or equipment that, in Landlord's ’s reasonable judgment, would disturb labor harmony with the workforce or trades engaged in performing other work, labor or services in or about the Building or the Common Areas. In addition to Tenant's ’s obligations under Article 9 of this Lease, upon completion of any Alterations, Tenant agrees to cause a Notice of Completion to be recorded in the office of the Recorder of the County of San Diego Los Angeles in accordance with Section 3093 of the Civil Code of the State of California or any successor statute, and Tenant shall deliver to the management office for the Project construction manager a reproducible copy and an electronic copy of the "“as built" ” drawings of the Alterations, to the extent such Alterations are of a type for which as-built plans are generally prepared, as well as all permits, approvals and other documents issued by any governmental agency in connection with the such Alterations.

Manner of Construction. Landlord may impose, as a condition of its consent to any and all Alterations or repairs of the Premises or about the Premises, such requirements as Landlord in its reasonable discretion may deem desirable, including, but not limited to, the requirement that Tenant utilize for such purposes only contractors contractors, materials, mechanics and materialmen reasonably approved by Landlord; provided, however, Landlord may impose such requirements as Landlord may determine, in its sole and absolute discretion, with respect to any work affecting the requirement that upon structural components of the Building or Systems and Equipment (including designating specific contractors to perform such work). As a condition to Landlord's timely ’s obligation to consider any request (as more particularly set forth in Section 8.5, below)for consent to any Alterations, Tenant shallagrees to pay Landlord within thirty (30) days after Tenant’s receipt of invoices and reasonable supporting documentation for the reasonable out-of-pocket third party costs and expenses of consultants, at Tenant's expenseengineers, remove such Alterations upon architects and others for reasonable review of plans and specifications for the expiration or any early termination construction of the Lease Term and return the affected portion of the Premises to a building standard tenant improved condition as determined by Landlordproposed Alterations. Tenant shall construct such Alterations and perform such repairs in a good and workmanlike manner, in conformance with any and all applicable rules and regulations of any federal, state, county or municipal laws, rules and regulations code or ordinance and pursuant to a valid building permit, issued by the City of San DiegoMountain View, all and in conformance with Landlord's ’s construction rules and regulations; provided. Landlord’s approval of the plans, howeverspecifications and working drawings for Tenant’s Alterations shall create no responsibility or liability on the part of Landlord for their completeness, that prior design sufficiency, or compliance with all laws, rules and regulations of governmental agencies or authorities. All work with respect to commencing to construct any Alteration (other than Cosmetic Alterations), Tenant shall meet with Landlord to discuss Landlord's design parameters and code compliance issues. In the event Tenant performs any Alterations must be done in a good and workmanlike manner and diligently prosecuted to completion to the end that the Premises which require or give rise to governmentally required changes to shall at all times be a complete unit except during the "Base Building," as that term is defined below, then Landlord shall, at Tenant's expense, make such changes to the Base Building. The "Base Building" shall include the structural portions period of the Building, and the public restrooms, elevators, fire stairwells and the systems and equipment located in the internal core of the Building on the floor or floors on which the Premises are locatedwork. In performing the work of any such Alterations, Tenant shall have the work performed in such manner so as not to obstruct access to the Project or any portion thereof, by any other tenant of the Project, and so as not to obstruct the business of Landlord or other tenants in the Project. Tenant shall not use (and upon notice from Landlord shall cease using) contractors, services, workmen, labor, materials or equipment that, in Landlord's reasonable judgment, would disturb labor harmony with the workforce or trades engaged in performing other work, labor or services in or about the Building or the Common AreasOutside Areas or interfere with the labor force working at the Building. If Tenant makes any Alterations, Tenant agrees to carry “Builder’s All Risk” insurance in an amount approved by Landlord covering the construction of such Alterations, and such other insurance as Landlord may require, it being understood and agreed that all of such Alterations shall be insured by Tenant pursuant to Article 10 of this Lease immediately upon completion thereof. In addition addition, Landlord may, in its discretion, require Tenant to Tenant's obligations under Article 9 obtain a lien and completion bond or some alternate form of this Lease, upon security satisfactory to Landlord in an amount sufficient to ensure the lien-free completion of such Alterations and naming Landlord as a co-obligee. Upon completion of any Alterations, Tenant agrees to shall (i) cause a Notice of Completion to be recorded in the office of the Recorder of the County of San Diego county in which the Building is located in accordance with Section 3093 8182 of the Civil Code of the State of California or any successor statute, and Tenant shall (ii) deliver to the Project construction manager management office of the Building a reproducible copy and an electronic copy of the "“as built" ” drawings of the Alterations, and (iii) deliver to the extent such Alterations are Landlord evidence of a type payment, contractors’ affidavits and full and final waivers of all liens for which as-built plans are generally preparedlabor, as well as all permits, approvals and other documents issued by any governmental agency in connection with the Alterationsservices or materials.

Manner of Construction. Landlord may impose, as a condition of its consent to any and all Alterations or repairs of the Premises or about the Premises, such requirements as Landlord in its reasonable discretion may deem desirable, including, but not limited to, the requirement that Tenant utilize for such purposes only contractors reasonably contractors, materials, mechanics and materialmen approved by Landlord; provided, and however, Landlord may impose such requirements as Landlord may determine, in its good faith business judgment, with respect to any work affecting the requirement that upon Landlord's timely request (as more particularly set forth in Section 8.5, below), Tenant shall, at Tenant's expense, remove such Alterations upon the expiration or any early termination structural 071053\8589453v5 9 components of the Lease Term Building or Systems and return the affected portion of the Premises Equipment (including designating specific contractors to a building standard tenant improved condition as determined by Landlordperform such work). Tenant shall construct such Alterations and perform such repairs in a good and workmanlike manner, in conformance with any and all applicable rules and regulations of any federal, state, county or municipal lawscode or ordinance (including California Energy Code, rules and regulations Title 24) and pursuant to a valid building permit, issued by the City of San Diegocity in which the Project is located, all and in conformance with Landlord's construction rules and regulations; provided, however, that prior to commencing to construct any Alteration (other than Cosmetic Alterations), Tenant shall meet with Landlord to discuss Landlord's design parameters and code compliance issues. In the event Tenant performs that any proposed Alterations in trigger the need for repairs, maintenance, improvements or alterations outside of the Premises which require or give rise to governmentally required changes to for any reason, Tenant shall be solely responsible for the "Base Building," as that term is defined below, then Landlord shall, performance of all such work at Tenant's sole cost and expense. Landlord's approval of the plans, make such changes specifications and working drawings for Tenant's Alterations shall create no responsibility or liability on the part of Landlord for their completeness, design sufficiency, or compliance with all laws, rules and regulations of governmental agencies or authorities. All work with respect to any Alterations must be done in a good and workmanlike manner and diligently prosecuted to completion to the Base Building. The "Base Building" shall include the structural portions of the Building, and the public restrooms, elevators, fire stairwells and the systems and equipment located in the internal core of the Building on the floor or floors on which end that the Premises are locatedshall at all times be a complete unit except during the period of work. In performing the work of any such Alterations, Tenant shall have the work performed in such manner so as not to obstruct access to the Building or Project or any portion thereof, by the Common Areas for any other tenant of the Project, and so as not to obstruct the business of Landlord or other tenants in of the Project, or interfere with the labor force working at the Project. If Tenant makes any Alterations, Tenant agrees to carry "Builder's All Risk" insurance covering the construction of such Alterations, and such other insurance as Landlord may reasonably require, it being understood and agreed that all of such Alterations shall not use (and be insured by Tenant pursuant to Article 10 of this Lease immediately upon notice from completion thereof. In addition, for Alterations anticipated to cost in excess of $250,000 Landlord shall cease using) contractors, services, workmen, labor, materials or equipment thatmay, in Landlord's reasonable judgmentits discretion, would disturb labor harmony with require Tenant to obtain a lien and completion bond or some alternate form of security satisfactory to Landlord in an amount sufficient to ensure the workforce or trades engaged in performing other work, labor or services in or about the Building or the Common Areaslien-free completion of such Alterations and naming Landlord as a co-obligee. In addition to Tenant's obligations under Article 9 of this Lease, upon Upon completion of any Alterations, Tenant agrees to shall (i) cause a Notice of Completion to be recorded in the office of the Recorder of the County of San Diego county in which the Project is located in accordance with Section 3093 8182 of the Civil Code of the State of California or any successor statute, and Tenant shall (ii) deliver to the management office of the Project construction manager a reproducible copy and an electronic copy of the "as built" drawings of the Alterations, and (iii) deliver to the extent such Alterations are Landlord evidence of a type payment, contractors' affidavits and full and final waivers of all liens for which as-built plans are generally preparedlabor, as well as all permits, approvals and other documents issued by any governmental agency in connection with the Alterationsservices or materials.

Manner of Construction. Landlord may impose, as a condition of its consent to any and all Alterations or repairs of the Premises or about the Premises, such requirements as Landlord in its reasonable discretion may deem desirable, including, but not limited to, the requirement that Tenant utilize for such purposes only contractors reasonably contractors, subcontractors, materials, mechanics and materialmen selected by Tenant from a list provided and approved by Landlord, and the requirement that upon Landlord's timely request (as more particularly set forth in Section 8.5, below)request, Tenant shall, at Tenant's expense, remove such Alterations upon the expiration or any early termination of the Lease Term and return the affected portion of the Premises to a building standard tenant improved condition as determined by LandlordTerm. Tenant shall construct such Alterations and perform such repairs in a good and workmanlike manner, in conformance with any and all applicable federal, state, county or municipal laws, rules and regulations Applicable Laws and pursuant to a valid building permit, issued by the City of San DiegoXxxx, all in conformance with Landlord's construction rules and regulations; provided, however, that prior to commencing to construct any Alteration (other than Cosmetic Alterations)Alteration, Tenant shall meet with Landlord to discuss Landlord's design parameters and code compliance issues. In the event Tenant performs any Alterations in the Premises which require or give rise to governmentally required changes to the "Base Building," as that term is defined below, then Landlord shall, at Tenant's expense, make such changes to the Base Building. The "Base Building" shall include mean the structural portions of the Building, Building Structure and the public restrooms, elevators, fire stairwells and the systems and equipment located in the internal core of the Building on the floor or floors on which the Premises are locatedSystems. In performing the work of any such Alterations, Tenant shall have the work performed in such manner so as not to obstruct access to the Project or any portion thereof, by any other tenant of the Project, and so as not to obstruct the business of Landlord or other tenants in the Project. Tenant shall not use (and upon notice from Landlord shall cease using) contractors, services, workmen, labor, materials or equipment that, in Landlord's reasonable judgment, would disturb labor harmony with the workforce or trades engaged in performing other work, labor or services in or about the Building or the Common Areas. In addition to Tenant's obligations under Article 9 of this Lease, upon completion of any Alterations, Tenant agrees to cause a Notice of Completion to be recorded in the office of the Recorder of the County of San Diego Santa Xxxxx in accordance with Section 3093 8182 of the Civil Code of the State of California or any successor statute, and Tenant shall deliver to the Project construction manager a reproducible copy and an electronic copy of the "as built" drawings of the Alterations, to the extent such Alterations are of a type for which as-built plans are generally preparedas well as an electronic CAD file, as well as all permits, approvals and other documents issued by any governmental agency in connection with the Alterations.

Manner of Construction. Landlord may impose, as a condition of its consent to any and all Alterations or repairs of the Premises or about the Premises, such requirements as Landlord in its reasonable sole discretion may deem desirable, including, but not limited to, the requirement that Tenant utilize for such purposes only contractors reasonably approved by Landlord, and the requirement that upon Landlord's timely request (as more particularly set forth in Section 8.5, below)request, Tenant shall, at Tenant's expense, remove such Alterations upon the expiration or any early termination of the Lease Term Term, and/or the requirement that Tenant utilize for such purposes only contractors, materials, mechanics and return management selected by Tenant and approved by Landlord (which approval shall not be unreasonably withheld); provided, however, that Tenant shall utilize subcontractors of Landlord's selection to perform all work that may affect the affected portion Project systems and equipment, structural aspects of the Premises to a building standard tenant improved condition Project, the "Base, Shell and Core" (as determined by Landlorddefined in the Work Letter), or exterior appearance of the Project or Project Common Areas. Tenant shall construct such Alterations and perform such repairs in a good and workmanlike manner, in conformance with any and all applicable rules and regulations of any federal, state, county or municipal laws, rules and regulations code or ordinance and pursuant to a valid building permit, issued by the City of San Diego, all Novato and in conformance with Landlord's construction rules and regulations; provided. Any Alterations shall be performed in conformance with plans, however, that prior to commencing to construct any Alteration (other than Cosmetic Alterations), Tenant shall meet with Landlord to discuss specifications and working drawings first approved by Landlord. Landlord's approval of the plans, specifications and working drawings for Tenant's Alterations shall create no responsibility or liability on the part of Landlord for their completeness, design parameters sufficiency, or compliance with all laws, rules and code compliance issuesregulations of governmental agencies or authorities. In the event Tenant performs All work with respect to any Alterations must be done in a good and workmanlike manner and diligently prosecuted to completion to the end that the Premises which require or give rise to governmentally required changes to shall at all times be a complete unit except during the "Base Building," as that term is defined below, then Landlord shall, at Tenant's expense, make such changes to the Base Building. The "Base Building" shall include the structural portions period of the Building, and the public restrooms, elevators, fire stairwells and the systems and equipment located in the internal core of the Building on the floor or floors on which the Premises are locatedwork. In performing the work of any such Alterations, Tenant shall have the work performed in such manner so as not to obstruct access to the Project or any portion thereof, by for any other tenant lessee of the Project, and so as not to obstruct the business of Landlord or other tenants lessees in the Project, or interfere with the labor force working in the Project. In the event that Tenant makes any Alterations, Tenant agrees to carry "Builder's All Risk" insurance in an amount approved by Landlord covering the construction of such Alterations, and such other insurance as Landlord may require, it being understood and agreed that all of such Alterations shall not use (and be insured by Tenant pursuant to Article 9 immediately upon notice from completion thereof. In addition, Landlord shall cease using) contractors, services, workmen, labor, materials or equipment thatmay, in Landlord's reasonable judgmentits discretion, would disturb labor harmony with require Tenant to obtain a lien and completion bond or some alternate form of security satisfactory to Landlord in an amount sufficient to ensure the workforce or trades engaged in performing other work, labor or services in or about the Building or the Common Areaslien-free completion of such Alterations and naming Landlord as a co-obligee. In addition to Tenant's obligations under Article 9 of this Lease, upon Upon completion of any Alterations, Tenant agrees to cause a Notice of Completion to be recorded in the office Office of the Recorder of the County of San Diego Marin in accordance with Section 3093 of the Civil Code of the State of California or any successor statute, statute and Tenant shall deliver to the Project construction manager Building management office a reproducible copy and an electronic copy of the "as built" drawings of the Alterations, to the extent such Alterations are of a type for which as-built plans are generally prepared, as well as all permits, approvals and other documents issued by any governmental agency in connection with the Alterations.

Manner of Construction. Tenant shall have obtained Landlord’s approval of all plans, specifications, drawings, contractors and subcontractors prior to the commencement of Tenant’s construction of the Alterations; provided, however, a contractor of Landlord’s selection shall perform all mechanical, electrical, plumbing, structural, and heating, ventilation and air conditioning work, and such work shall be performed at Tenant’s cost. Tenant agrees to carry “Builder’s All Risk” insurance in an amount approved by Landlord covering the construction of such Alterations, and such other insurance as Landlord may imposerequire. In addition, Landlord may, in its discretion, as to Alterations which cost in excess of $50,000, require Tenant to obtain a condition lien and completion bond or some alternate form of its consent security satisfactory to any and all Alterations or repairs of the Premises or about the Premises, such requirements as Landlord in its reasonable discretion may deem desirable, including, but not limited to, an amount sufficient to ensure the requirement that Tenant utilize for lien-free completion of such purposes only contractors reasonably approved by Landlord, Alterations and the requirement that upon Landlord's timely request (naming Landlord as more particularly set forth in Section 8.5, below)a co-obligee. Further, Tenant shall, at Tenant's expense, remove shall pay to Landlord or its agent a five percent (5%) supervision fee (provided that such Alterations supervision fee will be reduced to the extent Landlord’s actual out of pocket cost is lower than 5%) based upon the expiration or any early termination cost of the Lease Term and return the affected portion of the Premises to a building standard tenant improved condition as determined by Landlordsuch work. Tenant shall construct such Alterations and perform such repairs in a good and workmanlike manner, in conformance with any and all applicable federal, state, county or municipal laws, rules and regulations laws and pursuant to a valid building permit, issued by the City of San Diegoappropriate governmental authorities, all in conformance with Landlord's ’s construction rules and regulations; providedregulations and in a diligent, however, that prior to commencing to construct any Alteration (other than Cosmetic Alterations), Tenant shall meet with good and workmanlike manner. If such Alterations trigger a legal requirement upon Landlord to discuss Landlord's design parameters and code compliance issues. In the event Tenant performs make any Alterations in the Premises which require or give rise improvements to governmentally required changes to the "Base Building," as that term is defined below, then Landlord shall, at Tenant's expense, make such changes to the Base Building. The "Base Building" shall include the structural portions of the Building, and the public restrooms, elevators, fire stairwells and the systems and equipment located in the internal core of the Building on the floor or floors on which the Premises are located. In performing the work of any such Alterations, Tenant shall have the work performed in such manner so as not to obstruct access to the Project or any portion thereof, by any other tenant of the Project, and so as not to obstruct the business of Landlord or other tenants in the Project. Tenant shall not use (and upon notice from Landlord shall cease using) contractors, services, workmen, labor, materials or equipment that, in Landlord's reasonable judgment, would disturb labor harmony with the workforce or trades engaged in performing other work, labor or services in or about the Building or the Common Areas, Tenant shall, as Additional Rent, reimburse Landlord for the cost thereof within thirty (30) days following receipt of an invoice therefor. In addition to Landlord’s approval of the plans, specifications and working drawings for Tenant's obligations under Article 9 ’s Alterations shall create no responsibility or liability on the part of this LeaseLandlord for their completeness, upon design sufficiency, or compliance with all laws, rules and regulations of governmental agencies or authorities. Upon completion of any Alterations, Tenant agrees to cause a Notice of Completion (or equivalent) to be posted (if applicable) and recorded in the office of the Recorder of the County of San Diego in which the Building is located in accordance with Section 3093 of the Civil Code of the State of California or any successor statuteall applicable state statutes, and Tenant shall deliver to the Project construction manager Building management office a reproducible copy and an electronic copy of the "“as built" ” drawings of the Alterations, to the extent such Alterations are of a type for which as-built plans are generally prepared, as well as all permits, approvals and other documents issued by any governmental agency in connection with the Alterations.

Manner of Construction. Landlord may impose, as a condition of its consent to any and all Alterations or repairs of the Premises or about the Premises, such requirements as Landlord in its reasonable discretion may deem desirable, including, but not limited to, the requirement that Tenant utilize for such purposes only contractors reasonably contractors, materials, mechanics and materialmen approved by Landlord, and which approval shall not be unreasonably withheld or delayed; provided, however, Landlord may impose such requirements as Landlord may determine, in its reasonable discretion, with respect to any work affecting the requirement that upon Landlord's timely request (as more particularly set forth in Section 8.5, below), Tenant shall, at Tenant's expense, remove such Alterations upon the expiration or any early termination structural components of the Lease Term Building or Systems and return the affected portion of the Premises Equipment (including designating specific contractors to a building standard tenant improved condition as determined by Landlordperform such work at reasonably competitive rates). Tenant shall construct such Alterations and perform such repairs in a good and workmanlike manner, in conformance with any and all applicable rules and regulations of any federal, state, county or municipal laws, rules and regulations code or ordinance and pursuant to a valid building permitpermit (if required for the work in question), issued by the City of San Diegocity in which the Project is located, all and in conformance with Landlord's ’s construction rules and regulations; providedregulations and all covenants, howeverconditions and restrictions now or hereafter affecting the Project. Landlord’s approval of the plans, that prior specifications and working drawings for Tenant’s Alterations shall create no responsibility or liability on the part of Landlord for their completeness, design sufficiency, or compliance with all laws, rules and regulations of governmental agencies or authorities. All work with respect to commencing to construct any Alteration (other than Cosmetic Alterations), Tenant shall meet with Landlord to discuss Landlord's design parameters and code compliance issues. In the event Tenant performs any Alterations must be done in a good and workmanlike manner and diligently prosecuted to completion to the end that the Premises which require or give rise to governmentally required changes to shall at all times be a complete unit except during the "Base Building," as that term is defined below, then Landlord shall, at Tenant's expense, make such changes to the Base Building. The "Base Building" shall include the structural portions period of the Building, and the public restrooms, elevators, fire stairwells and the systems and equipment located in the internal core of the Building on the floor or floors on which the Premises are locatedwork. In performing the work of any such Alterations, Tenant shall have the work performed in such manner so as not to obstruct access to the Building or Project or any portion thereof, by the Common Areas for any other tenant of the Project, and so as not to obstruct the business of Landlord or other tenants in of the Project, or interfere with the labor force working at the Project. if Tenant shall not use (and upon notice from Landlord shall cease using) contractors, services, workmen, labor, materials or equipment that, in Landlord's reasonable judgment, would disturb labor harmony with the workforce or trades engaged in performing other work, labor or services in or about the Building or the Common Areas. In addition to Tenant's obligations under Article 9 of this Lease, upon completion of makes any Alterations, Tenant agrees to carry “Builder’s All Risk” insurance in an amount reasonably approved by Landlord covering the construction of such Alterations, and such other insurance as Landlord may reasonably require, it being understood and agreed that all of such Alterations shall be insured by Tenant pursuant to Article 10 of this Lease immediately upon completion thereof. In addition, for work costing in excess of $50,000, Landlord may, in its discretion, require Tenant to obtain a lien and completion bond or some alternate form of security satisfactory to Landlord in an amount sufficient to ensure the lien-free completion of such Alterations and naming Landlord as a co-obligee. Upon completion of any Alterations (other than Permitted Alterations), Tenant shall (i) cause a Notice of Completion to be recorded in the office of the Recorder of the County of San Diego county in which the Project is located in accordance with Section 3093 of the Civil Code of the State of California or any successor statute, and Tenant shall (ii) deliver to the management office of the Project construction manager a reproducible copy and an electronic copy of the "“as built" ” drawings of the Alterations, and (iii) deliver to the extent such Alterations are Landlord evidence of a type payment, contractors’ affidavits and full and final waivers of all liens for which as-built plans are generally preparedlabor, as well as all permits, approvals and other documents issued by any governmental agency in connection with the Alterationsservices or materials.

Manner of Construction. Landlord may impose, as a condition of its consent to any and all Alterations or repairs of the Premises or about the Premises, such reasonable requirements as Landlord in its reasonable discretion may deem desirabledesirable (except in the event such Alterations or Repairs will affect the exterior appearance of the Building, includingthe Systems of the Building or the structure of the Building, in which event any requirement shall be at Landlord's sole discretion). Such requirements may include, but are not limited to, the requirement that Tenant utilize for such purposes only contractors reasonably contractors, subcontractors, materials, mechanics and materialmen selected by Tenant from a list provided and approved by Landlord, and the requirement that upon in Landlord's timely reasonable discretion, provided that in the event that such Alterations or Repairs will affect the exterior appearance of the Building, the systems of the Building or the structure of the Building, such contractors and subcontractors shall be selected from a list provided and approved by Landlord in its sole discretion. Upon Landlord's request, which request (as more particularly set forth in Section 8.5must be made at the time Landlord grants its consent, below)if at all, to any proposed Alterations or Repairs, Tenant shall, at Tenant's expense, remove such Alterations upon the expiration or any early termination of the Lease Term and return the affected portion of the Premises to a building standard tenant improved condition as determined by LandlordTerm. Tenant shall construct such Alterations and perform such repairs in a good and workmanlike manner, in conformance with any and all applicable federal, state, county or municipal laws, rules and regulations and pursuant to a valid building permit, issued by the City of San DiegoIrvine, all in conformance with Landlord's construction rules and regulations; provided, however, that prior to commencing to construct any Alteration (other than Cosmetic Alterations), Tenant shall meet with Landlord to discuss Landlord's design parameters and code compliance issues. In the event Tenant performs any Alterations in the Premises which require or give rise to governmentally required changes to the "Base Building," as that term is defined below, then Landlord shall, at Tenant's expense, make such changes to the Base Building. The "Base BuildingBASE BUILDING" shall include the structural portions of the Building, and the public restrooms, elevators, fire stairwells restrooms and the systems and equipment located in the internal core of the Building on the floor or floors on which the Premises are located. In performing the work of any such Alterations, Tenant shall have the work performed in such manner so as not to obstruct access to the Project or any portion thereof, by any other tenant of the Project, and so as not to obstruct the business of Landlord or other tenants in the Project. Tenant shall not use (and upon notice from Landlord shall cease using) contractors, services, workmen, labor, materials or equipment that, in Landlord's reasonable judgment, would disturb labor harmony with the workforce or trades engaged in performing other work, labor or services in or about the Building or the Common Areas. In addition to Tenant's obligations under Article 9 of this Lease, upon completion of any Alterations, Tenant agrees to cause a Notice of Completion to be recorded in the office of the Recorder of the County of San Diego Orange in accordance with Section 3093 of the Civil Code of the State of California or any successor statute, and Tenant shall deliver to the Project construction manager management office a reproducible copy and an electronic copy of the "as built" drawings of the Alterations, to the extent such Alterations are of a type for which as-built plans are generally prepared, as well as all permits, approvals and other documents issued by any governmental agency in connection with the Alterations.

Manner of Construction. Landlord may impose, as a condition of its consent to any and all Alterations or repairs of the Premises or about the Premises, such requirements as Landlord in its reasonable discretion may deem desirable, including, but not limited to, including the requirement that Tenant utilize for such purposes only contractors reasonably contractors, subcontractors, materials, mechanics and materialmen selected by Tenant from a list provided and approved by Landlord, Landlord and the requirement that upon Landlord's timely request (as more particularly set forth in Section 8.5, below)request, Tenant shall, at Tenant's expense, remove such Alterations upon the expiration or any early termination of the Lease Term and return the affected portion of the Premises to a building standard tenant improved condition as determined by LandlordTerm. Tenant shall construct such Alterations and perform such repairs in a good and workmanlike manner, diligently and without material cessation, delay or interruption, in conformance with any and all applicable federal, state, county or municipal laws, rules and regulations and pursuant to a valid building permit, issued by the City of San Diego, municipality in which the Building is located all in conformance with Landlord's construction rules and regulationsregulations and reasonable additional directives; provided, however, that prior to commencing to construct any Alteration (other than Cosmetic Alterations)Alteration, Tenant shall meet with Landlord to discuss Landlord's design parameters and code compliance issues. In the event Tenant performs any Alterations in the Premises which require or give rise to governmentally required changes to the "Base Building," as that term is defined below, then Landlord shall, at Tenant's expense, make such changes to the Base Building. The "Base BuildingBASE BUILDING" shall include the structural portions of the Building, and the public restrooms, elevators, fire stairwells exit stairwells, paths of travel and the systems and equipment located in the internal core of the Building on the floor or floors on which the Premises are located. In performing the work of any such Alterations, Tenant shall have the work performed in such manner so as not to obstruct access to the Project or any portion thereof, by any other tenant of the Project, and so as not to obstruct the business of Landlord or other tenants in the Project. Tenant shall not use (and upon notice Notice from Landlord shall cease using) contractors, services, workmen, labor, materials or equipment that, in Landlord's reasonable judgment, would disturb labor harmony with the workforce or trades engaged in performing other work, labor or services in or about the Building or the Common Areas. In addition to Tenant's obligations under Article ARTICLE 9 of this Lease, upon completion of any Alterations, Tenant agrees to cause a Notice of Completion to be recorded in the office of the Recorder recorder of the County of San Diego county in which the Building is located in accordance with Section 3093 of the California Civil Code of the State of California or any successor statutestatute and furnish a copy thereof to Landlord upon recordation, and timely give all notices required pursuant to Section 3259.5 of the California Civil Code or any successor statute (failing which, Landlord may itself execute and file such Notice of Completion and give such notices on behalf of Tenant as Tenant's agent for such purpose), and Tenant shall deliver to the Project construction manager a reproducible copy and an electronic copy of the "as built" drawings of the Alterations, to the extent such Alterations are of a type for which as-built plans are generally prepared, as well as all permits, approvals and other documents issued by any governmental agency in connection with the Alterations.

Manner of Construction. Landlord may impose, as a condition of its consent to any and all Alterations or repairs of the Premises or about the Premises, such requirements as Landlord in its reasonable discretion may deem desirable, including, but not limited to, the requirement that Tenant utilize for such purposes only contractors reasonably contractors, subcontractors, materials, mechanics and materialmen selected by Tenant from a list provided and approved by Landlord, and the requirement that upon Landlord's timely request (as more particularly set forth in Section 8.5, below)’s request, Tenant shall, at Tenant's ’s expense, remove such Alterations upon the expiration or any early termination of the Lease Term and return the affected portion of the Premises to a building standard tenant improved condition as determined by LandlordTerm. Tenant shall construct such Alterations and perform such repairs in a good and workmanlike manner, in conformance with any and all applicable federal, state, county or municipal laws, rules and regulations and pursuant to a valid building permit, issued by the City of San DiegoFrancisco, all in conformance with Landlord's ’s construction rules and regulationsregulations (including with respect to ACM); provided, however, that prior to commencing to construct any Alteration (other than Cosmetic Alterations)Alteration, Tenant shall meet with Landlord to discuss Landlord's ’s design parameters and code compliance issuesissues (including with respect to ACM). In the event Tenant performs any Alterations in the Premises which require or give rise to governmentally required changes to the "“Base Building," ” as that term is defined below, then Landlord shall, at Tenant's ’s expense, make such changes to the Base Building. The "“Base Building" ” shall include the structural portions of the Building, and the public restrooms, elevators, fire exit stairwells and the systems and equipment located in the internal core of the Building on the floor or floors on which the Premises are located. In performing the work of any such Alterations, Tenant shall have the work performed in such manner so as not to obstruct access to the Project or any portion thereof, by any other tenant of the Project, and so as not to obstruct the business of Landlord or other tenants in the Project. Tenant shall not use (and upon notice from Landlord shall cease using) contractors, services, workmen, labor, materials or equipment that, in Landlord's ’s reasonable judgment, would disturb labor harmony with the workforce or trades engaged in performing other work, labor or services in or about the Building or the Common Areas. In addition to Tenant's ’s obligations under Article 9 of this Lease, upon completion of any Alterations, Tenant agrees to cause a Notice of Completion to be recorded in the office of the Recorder of the County of San Diego Francisco in accordance with Section 3093 of the Civil Code of the State of California or any successor statute, and Tenant shall deliver to the Project construction manager a reproducible copy and an electronic copy of the "“as built" ” drawings of the Alterations, to the extent such Alterations are of a type for which as-built plans are generally prepared, as well as all permits, approvals and other documents issued by any governmental agency in connection with the Alterations.

Manner of Construction. Landlord may impose, as a condition of ---------------------- its consent to any and all Alterations or repairs of the Premises or about the Premises, such requirements as Landlord in its reasonable sole discretion may deem desirable, including, but not limited to, the requirement that Tenant utilize for such purposes only contractors reasonably contractors, subcontractors, materials, mechanics and materialmen approved by Landlord, and the requirement that that, upon Landlord's timely request (as more particularly set forth in Section 8.5, below)request, Tenant shall, shall at Tenant's expense, expense remove such Alterations upon the expiration or any early termination of the Lease Term Term. If such Alterations will involve the use of or disturb hazardous materials or substances existing in the Premises, Tenant shall comply with Landlord's rules and return the affected portion of the Premises to a building standard tenant improved condition as determined by Landlordregulations concerning such hazardous materials or substances. Tenant shall construct such Alterations and perform such repairs in a good and workmanlike manner, in conformance with any and all applicable federal, state, county or municipal laws, rules and regulations and pursuant to a valid building permit, issued by the City of San DiegoLake Forest, all in conformance with Landlord's construction rules and regulations; provided, however, that prior to commencing to construct any Alteration (other than Cosmetic Alterations), Tenant shall meet with Landlord to discuss Landlord's design parameters and code compliance issues. In the event Tenant performs any Alterations in the Premises which require or give rise to governmentally governmentally-required changes to the "Base Building," as that term is defined below, then Landlord shall, at Tenant's expense, make such changes to the Base Building. The "Base Building" ". shall include the structural portions of the Building, and the public restrooms, elevators, fire stairwells restrooms and the systems and equipment located in the internal core of the Building on the floor or floors on which the Premises are located. In performing the work of any such Alterations, Tenant shall have the work performed in such manner so as not to obstruct access to the Project or any portion thereof, by any other tenant of the Project, and so as not to obstruct the business of Landlord or other tenants in the Project. Tenant shall not use (and upon notice from Landlord shall cease using) contractors, services, workmen, labor, materials or equipment that, in Landlord's reasonable judgment, would disturb labor harmony with the workforce or trades engaged in performing other work, labor or services in or about the Building or the Common Areas. In addition to Tenant's obligations under Article 9 of this Lease, upon completion of any Alterations, Tenant agrees to cause a Notice of Completion to be recorded in the office of the Recorder of the County of San Diego Orange in accordance with Section 3093 of the Civil Code of the State of California or any successor statute, and Tenant shall deliver to the Project construction manager Landlord a reproducible copy and an electronic copy of the "as built" drawings of the Alterations, to the extent such Alterations are of a type for which as-built plans are generally prepared, as well as all permits, approvals and other documents issued by any governmental agency in connection with the Alterations.

Manner of Construction. Landlord may impose, as a condition of its consent to any and all Alterations or repairs of the Premises or about the Premises, such requirements as Landlord in its reasonable discretion may deem desirable, including, but not limited to, the requirement that Tenant utilize for such purposes only contractors reasonably contractors, subcontractors, materials, mechanics and materialmen selected by Tenant from a list provided and approved by Landlord, and the requirement that upon Landlord's timely request (as more particularly set forth in Section 8.5, below)’s request, Tenant shall, at Tenant's ’s expense, remove such Alterations upon the expiration or any early termination of the Lease Term and return the affected portion of the Premises to a building standard tenant improved condition as determined by LandlordTerm. Tenant shall construct such Alterations and perform such repairs in a good and workmanlike manner, in conformance with any and all applicable federal, state, county or municipal laws, rules and regulations and pursuant to a valid building permit, issued by the City of San DiegoFrancisco, all in conformance with Landlord's ’s construction rules and regulationsregulations (including with respect to ACM and ACCM); provided, however, that prior to commencing to construct any Alteration (other than Cosmetic Alterations)Alteration, Tenant shall meet with Landlord to discuss Landlord's ’s design parameters and code compliance issuesissues (including with respect to ACM). In the event Tenant performs any Alterations in the Premises which require or give rise to governmentally required changes to the "“Base Building," ” as that term is defined below, then Landlord shall, at Tenant's ’s expense, make such changes to the Base Building. The "“Base Building" ” shall include the structural portions of the Building, and the public restrooms, elevators, fire exit stairwells and the systems and equipment located in the internal core of the Building on the floor or floors on which the Premises are located. In performing the work of any such Alterations, Tenant shall have the work performed in such manner so as not to obstruct access to the Project or any portion thereof, by any other tenant of the Project, and so as not to obstruct the business of Landlord or other tenants in the Project. Tenant shall not use (and upon notice from Landlord shall cease using) contractors, services, workmen, labor, materials or equipment that, in Landlord's ’s reasonable judgment, would disturb labor harmony with the workforce or trades engaged in performing other work, labor or services in or about the Building or the Common Areas. In addition to Tenant's ’s obligations under Article 9 of this Lease, upon completion of any Alterations, Tenant agrees to cause a Notice of Completion to be recorded in the office of the Recorder of the County of San Diego Francisco in accordance with Section 3093 of the Civil Code of the State of California or any successor statute, and Tenant shall deliver to the Project construction manager a reproducible copy and an electronic copy of the "“as built" ” drawings of the Alterations, to the extent such Alterations are of a type for which as-built plans are generally prepared, as well as all permits, approvals and other documents issued by any governmental agency in connection with the Alterations.

Manner of Construction. Landlord may impose, as a condition of its ---------------------- consent to any and all Alterations or repairs of the Premises or about the Premises, such requirements as Landlord in its reasonable sole discretion may deem desirable, including, but not limited to, the requirement that Tenant utilize for such purposes only contractors reasonably approved by Landlord, and the requirement that upon Landlord's timely request (as more particularly set forth in Section 8.5, below)request, Tenant shall, at Tenant's expense, remove such Alterations upon the expiration or any early termination of the Lease Term Term, and/or the requirement that Tenant utilize for such purposes only contractors, materials, mechanics and return the affected portion of the Premises to a building standard tenant improved condition as determined materialmen selected by Landlord. In any event, a contractor of Landlord's selection shall perform all mechanical, electrical, plumbing, structural, and heating, ventilation and air conditioning work, and such work shall be performed at Tenant's cost. Tenant shall construct such Alterations and perform such repairs in a good and workmanlike manner, in conformance with any and all applicable rules and regulations of any federal, state, county or municipal laws, rules and regulations code or ordinance and pursuant to a valid building permit, issued by the City of San Diegocity in which the Building is located, all in conformance with Landlord's construction rules and regulations; provided, however, that prior to commencing to construct any Alteration (other than Cosmetic Alterations), Tenant shall meet with Landlord to discuss . Landlord's approval of the plans, specifications and working drawings for Tenant's Alterations shall create no responsibility or liability on the part of Landlord for their completeness, design parameters sufficiency, or compliance with all laws, rules and code compliance issuesregulations of governmental agencies or authorities. In the event Tenant performs All work with respect to any Alterations must be done in a good and workmanlike manner and diligently prosecuted to completion to the end that the Premises which require or give rise to governmentally required changes to shall at all times be a complete unit except during the "Base Building," as that term is defined below, then Landlord shall, at Tenant's expense, make such changes to the Base Building. The "Base Building" shall include the structural portions period of the Building, and the public restrooms, elevators, fire stairwells and the systems and equipment located in the internal core of the Building on the floor or floors on which the Premises are locatedwork. In performing the work of any such Alterations, Tenant shall have the work performed in such manner so as not to obstruct access to the Project Building or any portion thereof, by the common areas for any other tenant of the ProjectBuilding, and so as not to obstruct the business of Landlord or other tenants in the ProjectBuilding, or interfere with the labor force working in the Building. In the event that Tenant makes any Alterations, Tenant agrees to carry "Builder's All Risk" insurance in an amount approved by Landlord covering the construction of such Alterations, and such other insurance as Landlord may require, it being understood and agreed that all of such Alterations shall not use (and be insured by Tenant pursuant to Article 10 of this Lease immediately upon notice from completion thereof. In addition, Landlord shall cease using) contractors, services, workmen, labor, materials or equipment thatmay, in Landlord's reasonable judgmentits discretion, would disturb labor harmony with require Tenant to obtain a lien and completion bond or some alternate form of security satisfactory to Landlord in an amount sufficient to ensure the workforce or trades engaged in performing other work, labor or services in or about the Building or the Common Areaslien-free completion of such Alterations and naming Landlord as a co-obligee. In addition to Tenant's obligations under Article 9 of this Lease, upon Upon completion of any Alterations, Tenant agrees to cause a Notice of Completion to be recorded in the office of the Recorder of the County of San Diego county in which the Building is located in accordance with Section 3093 of the Civil Code of the State of California or any successor statute, and Tenant shall deliver to the Project construction manager Building management office a reproducible copy and an electronic copy of the "as built" drawings of the Alterations, to the extent such Alterations are of a type for which as-built plans are generally prepared, as well as all permits, approvals and other documents issued by any governmental agency in connection with the Alterations.

Manner of Construction. Landlord may impose, as a condition of its consent to any and all Alterations or repairs of the Premises or about the Premises, such requirements as Landlord in its reasonable discretion may deem desirable, including, but not limited to, the requirement that Tenant utilize for such purposes only contractors reasonably approved by Landlord, and the requirement that upon Landlord's timely request (as more particularly set forth in unless Landlord waived, at the time of Landlord's approval of any Alterations pursuant to the provisions of Section 8.5, below, its right to make such request), Tenant shall, at Tenant's expense, remove such Alterations upon the expiration or any early termination of the Lease Term and return the affected portion of the Premises to a building standard tenant improved condition as determined by Landlord. Tenant shall construct such Alterations and perform such repairs in a good and workmanlike manner, in conformance with any and all applicable federal, state, county or municipal laws, rules and regulations and pursuant to a valid building permit, issued by the City of San Diego, all in conformance with Landlord's construction rules and regulations; provided, however, that prior to commencing to construct any Alteration (other than Cosmetic Alterations)Alteration, Tenant shall meet with Landlord to discuss Landlord's design parameters and code compliance issues. In the event Tenant performs any Alterations in the Premises which require or give rise to governmentally required changes to the "Base Building," as that term is defined below, then Landlord shall, at Tenant's expense, make such changes to the Base Building. The "Base Building" shall include the structural portions of the Building, and the public restrooms, elevators, fire exit stairwells and the systems and equipment located in the internal core of the Building on the floor or floors on which the Premises are locatedBuilding. In performing the work of any such Alterations, Tenant shall have the work performed in such manner so as not to obstruct access or otherwise interfere with Landlord's ability to perform its obligations under the Project or any portion thereof, by any other tenant terms and conditions of the Project, and so as not to obstruct the business of Landlord or other tenants in the Projectthis Lease. Tenant shall not use (and upon notice from Landlord shall cease using) contractors, services, workmen, labor, materials or equipment that, in Landlord's reasonable judgment, would disturb labor harmony with the workforce or trades engaged in performing other work, labor or services in or about the Building or the Common Areascommon areas. In addition to Tenant's obligations under Article 9 of this Lease, upon completion of any Alterations, Tenant agrees to cause a Notice of Completion to be recorded in the office of the Recorder of the County of San Diego in accordance with Section 3093 of the Civil Code of the State of California or any successor statute, and Tenant shall deliver to the Project construction manager a reproducible copy and an electronic copy of the "as built" drawings of the Alterations, to the extent such Alterations are of a type for which as-built plans are generally preparedapplicable, as well as all permits, approvals and other documents issued by any governmental agency in connection with the Alterations.