Common use of Option Rent Clause in Contracts

Option Rent. The annual Rent payable by Tenant during the Option Term (the “Option Rent”) shall be equal to the “Fair Rental Value,” as that term is defined below, for the Premises as of the commencement date of the Option Term. The “Fair Rental Value,” as used in this Lease, shall be equal to the annual rent per rentable square foot (including additional rent and considering any “base year” or “expense stop” applicable thereto), including all escalations, at which tenants (pursuant to leases consummated within the twelve (12) month period preceding the first day of the Option Term), are leasing non-sublease, non-encumbered, non-equity space which is not significantly greater or smaller in size than the subject space, with a comparable level of improvements (excluding any property that Tenant would be allowed to remove from the Premises at the termination of the Lease), for a comparable lease term, in an arm’s length transaction, which comparable space is located in the “Comparable Buildings,” as that term is defined in this Section 2.2.2, below (transactions satisfying the foregoing criteria shall be known as the “Comparable Transactions”), taking into consideration the following concessions (the “Concessions”): (a) rental abatement concessions, if any, being granted such tenants in connection with such comparable space; (b) tenant improvements or allowances provided or to be provided for such comparable space, and taking into account the value, if any, of the existing improvements in the subject space, such value to be based upon the age, condition, design, quality of finishes and layout of the improvements and the extent to which the same can be utilized by a general office/lab user other than Tenant; and (c) other reasonable monetary concessions being granted such tenants in connection with such comparable space; provided, however, that in calculating the Fair Rental Value, no consideration shall be given to the fact that Landlord is or is not required to pay a real estate brokerage commission in connection with Tenant’s exercise of its right to extend the Lease Term, or the fact that landlords are or are not paying real estate brokerage commissions in connection with such comparable space. The Concessions shall be reflected in the effective rental rate (which effective rental rate shall take into consideration the total dollar value of such Concessions as amortized on a straight-line basis over the applicable term of the Comparable Transaction (in which case such Concessions evidenced in the effective rental rate shall not be granted to Tenant)) payable by Tenant. The term “Comparable Buildings” shall mean the Building and those other life sciences buildings which are comparable to the Building in terms of age (based upon the date of completion of construction or major renovation of to the building), quality of construction, level of services and amenities, size and appearance, and are located in South San Francisco, California and the surrounding commercial area.

Option Rent. The annual Rent payable by Tenant during the Option Term (the “Option Rent”) shall be equal to the “Fair Rental Value,” as that term is defined below, for the Premises as of the commencement date of the Option Term. The “Fair Rental Value,” as used in this Lease, shall be equal to the annual rent per rentable square foot (including additional rent and considering any “base year” or “expense stop” applicable thereto), including all escalations, at which tenants (pursuant to leases consummated within the twelve (12) month period preceding the first day of the Option Term), are leasing non-sublease, non-encumbered, non-equity space which is not significantly greater or smaller in size than the subject space, with a comparable level of improvements (excluding any property that Tenant would be allowed to remove from the Premises at the termination of the Lease), for a comparable lease term, in an arm’s length transaction, which comparable space is located in the “Comparable Buildings,” as that term is defined in this Section 2.2.2, below (transactions satisfying the foregoing criteria shall be known as the “Comparable Transactions”), taking into consideration the following concessions (the “Concessions”): (a) rental abatement concessions, if any, being granted such tenants in connection with such comparable space; (b) tenant improvements or allowances provided or to be provided for such comparable space, and taking into account the value, if any, of the existing improvements in the subject space, such value to be based upon the age, condition, design, quality of finishes and layout of the improvements and the extent to which the same can be utilized by a general office/lab user other than Tenant; and (c) other reasonable monetary concessions being granted such tenants in connection with such comparable space; provided, however, that in calculating the Fair Rental Value, no consideration shall be given to the fact that Landlord is or is not required to pay a real estate brokerage commission in connection with TenantXxxxxx’s exercise of its right to extend the Lease Term, or the fact that landlords are or are not paying real estate brokerage commissions in connection with such comparable space. The Concessions shall be reflected in the effective rental rate (which effective rental rate shall take into consideration the total dollar value of such Concessions as amortized on a straight-line basis over the applicable term of the Comparable Transaction (in which case such Concessions evidenced in the effective rental rate shall not be granted to Tenant)) payable by Tenant. The term “Comparable Buildings” shall mean the Building and those other life sciences buildings which are comparable to the Building in terms of age (based upon the date of completion of construction or major renovation of to the building), quality of construction, level of services and amenities, size and appearance, and are located in South San Francisco, California and the surrounding commercial area.

Option Rent. The annual Rent payable by Tenant during the Option Term (the “"Option Rent”") shall be equal to the “"Fair Rental Value,” " as that term is defined below, for the Premises as of the commencement date of the Option Term. The “"Fair Rental Value,” " as used in this Lease, shall be equal to the annual rent per rentable square foot (including additional rent and considering any “"base year” " or “"expense stop” " applicable thereto), including all escalations, at which tenants (pursuant to leases consummated within the twelve (12) month period preceding the first day of the Option Term), are leasing non-sublease, non-encumbered, non-equity space which that is not significantly greater or smaller in size than the subject space, with a comparable level of improvements (excluding any property that Tenant would be allowed to remove from the Premises at the termination of the this Lease), for a comparable lease term, in an arm’s 's length transaction, which comparable space is located in the “"Comparable Buildings,” " as that term is defined in this Section 2.2.2, below 2.2.2 (transactions satisfying the foregoing criteria shall be known as the “"Comparable Transactions”"), taking into consideration the following concessions (the “"Concessions”"): (a) rental abatement concessions, if any, being granted such tenants in connection with such comparable space; (b) tenant improvements or allowances provided or to be provided for such comparable space, and taking into account the value, if any, of the existing improvements in the subject space, such value to be based upon the age, condition, design, quality of finishes and layout of the improvements and the extent to which the same can be utilized by a general office/lab user other than Tenant; and (c) other reasonable monetary concessions being granted such tenants in connection with such comparable space; provided, however, that in calculating the Fair Rental Value, no consideration shall be given to the fact that Landlord is or is not required to pay a real estate brokerage commission in connection with Tenant’s exercise of its right to extend the Lease Term, or the fact that landlords are or are not paying real estate brokerage commissions in connection with such comparable space. The Concessions shall be reflected in the effective rental rate (which effective rental rate shall take into consideration the total dollar value of such Concessions as amortized on a straight-line basis over the applicable term of the Comparable Transaction (in which case such Concessions evidenced in the effective rental rate shall not be granted to Tenant)) payable by Tenant. The term “Comparable Buildings” shall mean the Building and those other life sciences buildings which that are comparable to the Building in terms of age (based upon the date of completion of construction or major renovation of to the building), quality of construction, level of services and amenities, size and appearance, and are located in South San Francisco, California and the surrounding commercial area.

Option Rent. The annual Rent rent payable by Tenant during the Option Term (the “Option Rent”) shall be equal to the “Fair Rental Value,” as that term is Market Rent (defined below, ) for the Premises as of the commencement date of the Option Term, provided that the base rent component of the Option Rent, on an annual, per rentable square foot basis, shall in no event be less than the sum of (i) the amount of Basic Rent payable by Tenant for the Premises on an annual, per rentable square foot basis immediately prior to the commencement of the Option Term, and (ii) the amount of “Tenant’s Percentage” of “Direct Expenses” payable by Tenant for the Premises on an annual, per rentable square foot basis immediately prior to the commencement of the Option Term. The Subject to the foregoing, the “Fair Rental Value,Market Rent” as used in this Lease, shall be equal to the annual rent per rentable square foot (including additional rent and considering any “base year” or “expense stop” applicable thereto), including taking into account all escalations, at which tenants (pursuant to leases consummated within which, as of the twelve (12) month period preceding the first day commencement of the Option Term), tenants are leasing non-sublease, non-encumbered, non-equity equity, non-expansion space which is not significantly greater or smaller comparable in size than the subject spacesize, with a comparable level of improvements (excluding any property that Tenant would be allowed location and quality to remove from the Premises at the termination of the Lease), for a comparable lease termterm of four (4) years, in an arm’s arm’s-length transaction, which comparable space is located in the “Comparable Buildings,” as that term is defined in this Section 2.2.2Project and which comparable transactions (collectively, below (transactions satisfying the foregoing criteria shall be known as the “Comparable Transactions”) are entered into within the six (6) month period immediately preceding Landlord’s delivery of the Option Rent Notice (defined in Section 2.2.3 below), taking into consideration only the following concessions (the “Concessions”): (a) rental abatement concessions, if any, being granted such tenants in connection with such comparable space; and (b) tenant improvements or allowances provided or to be provided for such comparable space, and taking into account account, and deducting the valuevalue of, if any, of the existing improvements in the subject spacePremises, such value to be based upon the age, condition, design, quality of finishes and layout of the improvements and the extent to which the same can be utilized by a general office/lab user other than Tenant based upon the fact that the precise tenant improvements existing in the Premises are specifically suitable to Tenant; and (c) other reasonable monetary concessions being granted such tenants in connection with such comparable space; provided, however, that in calculating the Fair Rental ValueOption Rent, no consideration shall be given to (i) the fact that Landlord is or is not required to pay a real estate brokerage commission in connection with Tenant’s exercise of its right to extend lease the Lease Premises during the Option Term, or the fact that landlords are Landlord is or are is not paying required to pay real estate brokerage commissions in connection with such comparable space, and (ii) any period of rental abatement, if any, granted to tenants in Comparable Transactions in connection with the design, permitting and construction of tenant improvements in such comparable spaces. The Concessions Fair Market Rent shall additionally include a determination (the “Financial Security Determination”) as to whether, and if so to what extent, Tenant must provide Landlord with financial security, such as a letter of credit or guaranty, for Tenant’s rent obligations in connection with Tenant’s lease of the Premises during the Option Term. Such determination shall be reflected made by reviewing the extent of financial security then generally being imposed in Comparable Transactions from tenants of comparable financial condition and credit history to the then existing financial condition and credit history of Tenant (with appropriate adjustments to account for differences in the then-existing financial condition of Tenant and such other tenants). If in determining the Option Rent a tenant improvement allowance is granted under item (b) above, Landlord may, at Landlord’s sole option, elect any or a portion of the following: (A) to grant some or all of the Concessions to Tenant in the form as described above (i.e., as free rent or as an improvement allowance), and (B) to adjust the rental rate component of the Option Rent to be an effective rental rate (which effective rental rate shall take takes into consideration the total dollar value of such the Concessions as amortized on a straight-line basis over the applicable term of the Comparable Transaction (in which case such the Concessions evidenced in the effective rental rate shall not be granted to Tenant)) payable by Tenant. The term “Comparable Buildings” shall mean the Building and those other life sciences buildings which are comparable to the Building in terms of age (based upon the date of completion of construction or major renovation of to the building), quality of construction, level of services and amenities, size and appearance, and are located in South San Francisco, California and the surrounding commercial area.

Option Rent. The annual Rent rent payable by Tenant Lessee during the Option ----------- Term (the "Option Rent") shall equal ninety-five percent (95%) of the "Fair Market Rental Rate" for the Premises. The term "Fair Market Rental Rate" for the Premises during the Option Term (and the “Option Rent”Fair Market Rental Rate for the First Offer Space for purposes of determining the First Offer Rent pursuant to Section 1.7) shall be equal mean the annual amount per rentable square foot being charged on a full service basis by Lessor as of the first day of the Option Term (or the First Offer Commencement Date for the First Offer Rent, as the case may be) for unencumbered non-sublease, non-equity space comparable to the “Fair Rental Value,” Premises (or First Offer Space as applicable) in the Office Building (defined as those signed within 6 months of the valuation date) or if not enough comparable transactions exist in the office building then the annual amount per rentable square foot being charged on a full service basis for comparable space in Comparable Buildings (as that term is defined below, for the Premises giving appropriate consideration to (appropriate concessions) "Rent Concessions and to all economic terms, such as of the commencement date of the Option Term. The “Fair Rental Value,” as used in this Lease, shall be equal to the annual rent rental rates per rentable square foot foot, escalation clauses (including additional rent and considering any “such as net, base year” year or “expense stop” applicable thereto), including all escalationscommercial provisions, at which tenants (pursuant to leases consummated within the twelve (12) month period preceding the first day of the Option Term)relocation payments, are leasing non-sublease, non-encumbered, non-equity space which is not significantly greater or smaller in size than the subject space, with a comparable level of improvements (excluding any property that Tenant would be allowed to remove from the Premises at the termination of the Lease), for a comparable lease term, in an arm’s length transaction, which comparable space is located in the “Comparable Buildings,” as that term is defined in this Section 2.2.2, below (transactions satisfying the foregoing criteria shall be known as the “Comparable Transactions”), taking into consideration the following concessions (the “Concessions”): (a) rental abatement concessionslocating free rent, if any, length of the lease term, size and location of premises being granted such tenants leased and other generally acceptable terms and conditions for the tenancy of the space in connection with such comparable space; (b) tenant question, including Lessee improvements or allowances provided or to be provided for such comparable spacespace (provided, and taking into account however, that the valueamount of such improvements or allowances shall be reduced, if anywhen calculating the Option Rent for First Offer Rent, as the case may be by deducting the value of the existing improvements in the subject spacePremises (or First Offer Space, as the case may be), as of the first day of the Option Term, (or First Offer Commencement Date, as the case may be) with such value to be based upon the age, condition, design, quality of finishes and layout of the improvements and the extent to which the same can be utilized by a general office/lab user other than Tenant; and (c) other reasonable monetary concessions being granted such tenants in connection with such comparable space; provided, however, that in calculating the Fair Market Rental ValueRate, no consideration shall be given in to the fact that Landlord (i) any rental abatement is or is not given such Lessees in connection with the construction of improvements in such comparable space, or (ii) Lessor is or is not required to pay a real estate brokerage commission in connection with Tenant’s exercise of its right to extend the Lease TermOption Term for First Offer Space, or the fact that landlords are comparable deals do or are do not paying involve the payment of real estate brokerage commissions commissions. If in connection with such comparable spacedetermining the Fair Market Rental Rent. The Rent Concessions shall be reflected in the effective rental rate (which effective rental rate shall take into consideration the total dollar value of such Concessions as amortized on are granted Lessor may at Lessor's sole option, elect any or a straight-line basis over the applicable term portion of the Comparable Transaction (in which case such Concessions evidenced in the effective rental rate shall not be granted to Tenant)) payable by Tenant. The term “Comparable Buildings” shall mean the Building and those other life sciences buildings which are comparable to the Building in terms of age (based upon the date of completion of construction or major renovation of to the building), quality of construction, level of services and amenities, size and appearance, and are located in South San Francisco, California and the surrounding commercial area.following:

Option Rent. The annual Rent payable by Tenant during the Option Term (the “Option Rent”) or the First Offer Rent (as the case may be) shall be equal to the “Fair Rental Value,” Market Rent as that term is defined set forth below, for the Premises as . For purposes of the commencement date of the Option Term. The “Fair Rental Value,” as used in this Lease, the term “Market Rent” shall be equal to the annual mean rent per rentable square foot (including additional rent rent, and considering (x) any “base year” or “expense stop” applicable thereto, as well as (y) the inclusion of any utility expenses as a part thereof), including all escalations, at which tenants (tenants, as of the commencement of the term are, pursuant to leases consummated transactions completed within the twelve (12) month period preceding months prior to the first day of the Option TermTerm or First Offer Term (as the case may be), are provided that timing adjustments shall be made to reflect any changes in the Market Rent following the date of any particular Comparable Deal up to the date of the commencement of the Option Term or First Offer Term (as the case may be), leasing non-sublease, non-encumbered, non-equity synthetic, non-equity, non-expansion space which is not significantly greater or smaller (unless such space was leased pursuant to a definition of “fair market” comparable to the definition of Market Rent) comparable in size than the subject spacesize, with a comparable level of improvements (excluding any property that Tenant would be allowed location and quality to remove from the Premises at or the termination of First Offer Space (as the Lease), case may be) for a comparable lease term, in an arm’s length transaction, which comparable space is located in the “Comparable BuildingsTerm,” as that term is defined in this Section 2.2.2, below 2.2.2 (transactions satisfying the foregoing criteria shall be known as the “Comparable TransactionsDeals”), which comparable space is located in the Project, giving appropriate consideration to the annual rental rates per rentable square foot, the standard of measurement by which the rentable square footage is measured, the ratio of rentable square feet to usable square feet, and taking into consideration only, and granting only, the following concessions (provided that the “Concessions”rent payable in Comparable Deals in which the terms of such Comparable Deals are determined by use of a discounted fair market rate formula shall be equitably increased in order that such Comparable Deals will not reflect a discounted rate): (a) rental abatement concessions, if any, being granted such tenants in connection with such comparable spacespaces; (b) tenant improvements or allowances provided or to be provided for such comparable space, and taking into account the value, if any, value of the existing improvements in the subject spacePremises or the First Offer Space (as the case may be), such value to be based upon the age, condition, design, quality of finishes and layout of the improvements and the extent to which the same can could be utilized by a general office/lab user other than office users as contrasted with this specific Tenant; and , (c) Proposition 13 protection, and (d) all other reasonable monetary concessions concessions, if any, being granted such tenants in connection with such comparable space; provided, however, that in calculating notwithstanding anything to the Fair Rental Valuecontrary herein, no consideration shall be given to (I) any period of rental abatement, if any, granted to tenants in Comparable Deals in connection with the design, permitting and construction of improvements, or (II) the fact that Landlord is or is not required to pay a real estate brokerage commission in connection with Tenant’s exercise of its right to extend the Lease Term, applicable term or the fact that landlords are the Comparable Deals do or are do not paying involve the payment of real estate brokerage commissions in connection with such comparable spacecommissions. The Concessions term “Comparable Term” shall refer to the length of the lease term, without consideration of options to extend such term, for the space in question. In addition, the determination of the Market Rent shall include a determination as to whether, and if so to what extent, Tenant must provide Landlord with financial security, such as a letter of credit or guaranty, for Tenant’s rent obligations during any Option Term or First Offer Term (as the case may be). Such determination shall be reflected made by reviewing the extent of financial security then generally being imposed in Comparable Deals upon tenants of comparable financial condition and credit history to the then existing financial condition and credit history of Tenant (with appropriate adjustments to account for differences in the then-existing financial condition of Tenant and such other tenants). If in determining the Market Rent, Tenant is entitled to an improvement or comparable allowance for the improvement of the Premises or the First Offer Space (as the case may be) (the “Market Rent Improvement Allowance”), Landlord may, at Landlord’s sole option, elect any or a portion of the following: (A) to grant some or all of the Market Rent Improvement Allowance to Tenant in the form as described above (i.e., as an improvement allowance), and/or (B) to reduce the rental rate component of the Market Rent to be an effective rental rate (which effective rental rate shall take takes into consideration that Tenant will not receive the total dollar value of such Concessions as amortized on a straight-line basis over the applicable term of the Comparable Transaction excess Market Rent Improvement Allowance (in which case such Concessions the Market Rent Improvement Allowance evidenced in the effective rental rate shall not be granted to Tenant)) payable by Tenant. The term “Comparable Buildings” shall mean the Building and those other life sciences buildings which are comparable Notwithstanding anything to the Building contrary contained above in this Section 2.2.2, if there are not a sufficient number of Comparable Deals with comparable lease terms to the Option Term (or First Offer Term, as the case may be) to determine the Market Rent of the Premises (or First Offer Space, as the case may be) for a lease of such duration, then the Market Rent for purposes of this Section 2.2.2 shall be equal to that of Comparable Deals with terms of age five (based upon 5) years, provided that the date of completion of construction concessions shall be appropriately adjusted to account for the difference between the Option Term (or major renovation of to First Offer Term, as the building), quality of construction, level of services and amenities, size and appearance, and are located in South San Francisco, California case may be) and the surrounding commercial arealease terms of the Comparable Deals.

Option Rent. The annual Rent payable by Tenant during the Option Term (the “Option Rent”) shall be equal to the “Fair Rental Value,” as that term is defined below, for the Premises as of the commencement date of the Option Term. The “Fair Rental Value,” as used in this Lease, shall be equal to the annual rent per rentable square foot (including additional rent and considering any “base year” or “expense stop” applicable thereto), including all escalations, at which tenants (pursuant to leases consummated within the twelve (12) month period preceding the first day of the Option Term), are leasing non-sublease, non-encumbered, non-equity space which is not significantly greater or smaller in size than the subject space, with a comparable level of improvements (excluding any property that Tenant would be allowed to remove from the Premises at the termination of the Lease), for a comparable lease term, in an arm’s length transaction, which comparable space is located in the Building or in “Comparable Buildings,” as that term is defined in this Section 2.2.21.2, below (transactions satisfying the foregoing criteria shall be known as the “Comparable Transactions”), taking into consideration the following concessions (the “Concessions”): (a) rental abatement concessions, if any, being granted such tenants in connection with such comparable space; (b) tenant improvements or allowances provided or to be provided for such comparable space, and taking into account the value, if any, of the existing improvements in the subject space, such value to be based upon the age, condition, design, quality of finishes and layout of the improvements and the extent to which the same can be utilized by a general office/lab user other than Tenantimprovements; and (c) other reasonable monetary concessions being granted such tenants in connection with such comparable space; provided, however, that in calculating the . The Fair Rental ValueValue shall additionally include a determination as to whether, no consideration shall be given and if so to the fact that what extent, Tenant must provide Landlord is with financial security, such as a letter of credit or is not required to pay a real estate brokerage commission guaranty, for Tenant’s Rent obligations in connection with Tenant’s exercise lease of its right the Premises during the Option Term. Such determination shall be made by reviewing the extent of financial security then generally being imposed in Comparable Transactions from tenants of comparable financial condition and credit history to extend the Lease Term, or then existing financial condition and credit history of Tenant (with appropriate adjustments to account for differences in the fact that landlords are or are not paying real estate brokerage commissions in connection with then-existing financial condition of Tenant and such comparable spaceother tenants). The Concessions (A) shall be reflected in the effective rental rate (which effective rental rate shall take into consideration the total dollar value of such Concessions as amortized on a straight-line basis over the applicable term of the Comparable Transaction (in which case such Concessions evidenced in the effective rental rate shall not be granted to Tenant)) payable by Tenant. The term “Comparable Buildings” shall mean the Building and those other life sciences buildings which are comparable to the Building in terms of age (based upon the date of completion of construction or major renovation of to the building), quality of construction, level of services and amenities, size and appearance, and are located in South San Francisco, California and the surrounding commercial area.EXHIBIT A

Option Rent. The annual Rent payable by Tenant during the Option Term (the “Option Rent”) shall be equal to the “Fair Rental Value,” as that term is defined below, for the Premises as of the commencement date of the Option Term. The “Fair Rental Value,” as used in this Lease, shall be equal to the annual rent per rentable square foot (including additional rent and considering any “base year” or “expense stop” applicable thereto), including all escalations, at which tenants (pursuant to leases consummated within the twelve (12) month period preceding the first day of the Option Term), are leasing non-sublease, non-encumbered, non-equity space which is not significantly greater or smaller in size than the subject space, with a comparable level of improvements (excluding any property that Tenant would be allowed to remove from the Premises at the termination of the Lease), for a comparable lease term, in an arm’s length transaction, which comparable space is located in the “Comparable Buildings,” as that term is defined in this Section 2.2.2, below (transactions satisfying the foregoing criteria shall be known as the “Comparable Transactions”), taking into consideration the following concessions (the “Concessions”): (a) rental abatement concessions, if any, being granted such tenants in connection with such comparable space; (b) tenant improvements or allowances provided or to be provided for such comparable space, and taking into account the value, if any, of the existing improvements in the subject space, such value to be based upon the age, condition, design, quality of finishes and layout of the improvements and the extent to which the same can be utilized by a general office/lab user other than Tenant; and (c) other reasonable monetary concessions being granted such tenants in connection with such comparable space; provided, however, that in calculating the Fair Rental Value, no consideration shall be given to the fact that Landlord is or is not required to pay a real estate brokerage commission in connection with Tenant’s exercise of its right to extend the Lease Term, or the fact that landlords are or are not paying real estate brokerage commissions in connection with such comparable space. The Concessions shall be reflected in the effective rental rate (which effective rental rate shall take into consideration the total dollar value of such Concessions as amortized on a straight-line basis over the applicable term of the Comparable Transaction (in which case such Concessions evidenced in the effective rental rate shall not be granted to Tenant)) payable by Tenant. The term “Comparable Buildings” shall mean the Building and those other life sciences buildings which are comparable to the Building in terms of age (based upon the date of completion of construction or major renovation of to the building), quality of construction, level of services and amenities, size and appearance, and are located in South San Francisco, California and the surrounding commercial area.,

Option Rent. The annual Rent payable by Tenant during the each Option Term (the “Option Rent”) shall be equal to the “Fair Rental Value,” as that term is defined below, for the Premises as of the commencement date of the Option Term. The “Fair Rental Value,” as used in this Lease, shall be equal to the annual rent per rentable square foot (including additional rent and considering any “base year” or “expense stop” applicable thereto), including all escalations, at which tenants (pursuant to leases consummated within the twelve (12) month period preceding the first day of the Option Term), are leasing non-sublease, non-encumbered, non-equity space which is not significantly greater or smaller in size than the subject space, with a comparable level of improvements (excluding any property that Tenant would be allowed to remove from the Premises at the termination of the Lease), for a comparable lease term, in an arm’s length transaction, which comparable laboratory and research and development space is located in the “Comparable Buildings,” as that term is defined in this Section 2.2.2, below (transactions satisfying the foregoing criteria shall be known as the “Comparable Transactions”), taking into consideration the following concessions (the “Concessions”): concessions: (a) rental abatement concessions, if any, being granted such tenants in connection with such comparable spacespace (including, without limitation, any period of rental abatement, if any, granted to tenants in comparable transactions in connection with the design, permitting and construction of tenant improvements in such comparable spaces); (b) tenant improvements or allowances provided or to be provided for such comparable space, space and taking into account the value, if any, of the existing improvements in the subject space, such value to be based upon the age, condition, design, quality of finishes and layout of the improvements and the extent to which the same can be utilized by a general office/lab office user other than Tenant; and and; (c) other reasonable monetary concessions being granted such tenants in connection with such comparable space; provided, however, that in calculating the Fair Rental Value, no consideration shall be given to the fact that Landlord is or is not required to pay a and (d) any real estate brokerage commission in connection with Tenant’s exercise of its right to extend the Lease Term, or the fact that landlords are or are not paying real estate brokerage commissions in connection with such comparable space. The Concessions Fair Rental Value shall additionally include a determination as to whether, and if so to what extent, Tenant must provide Landlord with financial security, such as a letter of credit or guaranty, for Tenant’s Rent obligations in connection with Tenant’s lease of the Premises during the applicable Option Term. Such determination shall be reflected made by reviewing the extent of financial security then generally being imposed in Comparable Transactions from tenants of comparable financial condition and credit history to the then existing financial condition and credit history of Tenant (with appropriate adjustments to account for differences in the effective rental rate (which effective rental rate shall take into consideration the total dollar value then-existing financial condition of Tenant and such Concessions as amortized on a straight-line basis over the applicable term of the Comparable Transaction (in which case such Concessions evidenced in the effective rental rate shall not be granted to Tenantother tenants)) payable by Tenant. The term “Comparable Buildings” shall mean the Building and those other class A life sciences buildings which are comparable to the Building in terms of age (based upon the date of completion of construction or major renovation of to the building), quality of construction, level of services and amenities, size and appearance, and are located in South San Franciscothe East and Mid-Cambridge submarkets of the City of Cambridge, California and Massachusetts. The parties acknowledge that the surrounding commercial areaFair Rental Value may include increases in the rental rate payable over the Option Term, but in no event shall the Fair Rental Value ever decrease following the commencement of any Option Term.

Option Rent. The annual Rent payable by Tenant during the Option Term (the “Option Rent”) shall be equal to the “Fair Rental Value,” as that term is defined below, for the Premises as of the commencement date of the Option Term. The “Fair Rental Value,” as used in this Lease, shall be equal to the annual rent per rentable square foot (including additional rent and considering any “base year” or “expense stop” applicable thereto), including all escalations, at which tenants (pursuant to leases consummated within the twelve (12) month period preceding the first day of the Option Term), are leasing non-sublease, non-encumbered, non-equity space which is not significantly greater or smaller in size than the subject space, with a comparable level of improvements (excluding any property that Tenant would be allowed to remove from the Premises at the termination of the Lease), for a comparable lease term, in an arm’s length transaction, which comparable space is located in the “Comparable Buildings,” as that term is defined in this Section 2.2.2, below (transactions satisfying the foregoing criteria shall be known as the “Comparable Transactions”), taking into consideration the following concessions (the “Concessions”): (a) rental abatement concessions, if any, being granted such tenants in connection with such comparable space; (b) tenant improvements or allowances provided or to be provided for such comparable space, and taking into account the value, if any, of the existing improvements in the subject space, such value to be based upon the age, condition, design, quality of finishes and layout of the improvements and the extent to which the same can be utilized by a general office/lab office user other than Tenant; and (c) other reasonable monetary concessions being granted such tenants in connection with such comparable space; provided, however, that in calculating the Fair Rental Value, no consideration shall be given to (i) the fact that Landlord is or is not required to pay a real estate brokerage commission in connection with Tenant’s exercise of its right to extend the Lease Term, or the fact that landlords are or are not paying real estate brokerage commissions in connection with such comparable space. The Concessions shall be reflected in the effective rental rate (which effective rental rate shall take into consideration the total dollar value of such Concessions as amortized on a straight-line basis over the applicable term of the Comparable Transaction (in which case such Concessions evidenced in the effective rental rate shall not be granted to Tenant)) payable by Tenant. The term “Comparable Buildings” shall mean the Building and those other life sciences buildings which are comparable to the Building in terms of age (based upon the date of completion of construction or major renovation of to the building), quality of construction, level of services and amenities, size and appearance, and are located in South San Francisco, California and the surrounding commercial area.(ii) any period

Option Rent. The annual Rent payable by Tenant during the Option Term (the “Option Rent”) shall be equal to the “Fair Rental Value,” as that term is defined below, for the Premises as of the commencement date of the Option Term. The “Fair Rental Value,” as used in this Lease, shall be equal to the annual rent per rentable square foot (including additional rent and considering any “base year” or “expense stop” applicable thereto), including all escalations, at which tenants (pursuant to leases consummated within the twelve (12) month period preceding the first day of the Option Term), are leasing non-sublease, non-encumbered, non-equity sublease space which is not significantly greater or smaller in size than comparable to the subject space, with a comparable level of improvements (excluding any property that Tenant would be allowed to remove from the Premises at the termination of the Lease)Premises, for a comparable lease term, in an arm’s length transaction, which comparable laboratory and research and development space is located in the “Comparable Buildings,” as that term is defined in this Section 2.2.2, below (transactions satisfying the foregoing criteria shall be known as the “Comparable Transactions”), taking into consideration the following concessions (the “Concessions”): (a) rental abatement concessions, if any, being granted such tenants in connection with such comparable space; (b) tenant improvements or allowances provided or to be provided for such comparable space, and taking into account the value, if any, of the existing improvements in the subject space, such value to be based upon the age, condition, design, quality of finishes and layout of the improvements and the extent to which the same can be utilized by a general office/lab office and laboratory user other than Tenant; and (c) other reasonable monetary concessions being granted such tenants in connection with such comparable space; provided, however, that in calculating the Fair Rental Value, no consideration shall be given to (i) the fact that Landlord is or is not required to pay a real estate brokerage commission in connection with Tenant’s exercise of its right to extend the Lease Term, or the fact that landlords are or are not paying real estate brokerage commissions in connection with such comparable space, and (ii) any period of rental abatement, if any, granted to tenants in comparable transactions in connection with the design, permitting and construction of tenant improvements in such comparable spaces. The Concessions Fair Rental Value shall be reflected in the effective rental rate (which effective rental rate shall take into consideration the total dollar value of such Concessions additionally include a determination as amortized on a straight-line basis over the applicable term of the Comparable Transaction (in which case such Concessions evidenced in the effective rental rate shall not be granted to Tenant)) payable by Tenant. The term “Comparable Buildings” shall mean the Building and those other life sciences buildings which are comparable to the Building in terms of age (based upon the date of completion of construction or major renovation of to the building), quality of construction, level of services and amenities, size and appearance, and are located in South San Francisco, California and the surrounding commercial area.to

Option Rent. The annual Base Rent payable by Tenant during the Option Term (the “Option Rent”) shall be equal to the “Fair Rental Value,” as that term is defined below, for the Premises as of the commencement date of the Option Term. The “Fair Rental Value,” as used in this Lease, shall be equal to the annual rent per rentable square foot (including additional rent and considering any “base year” or “expense stop” applicable thereto), including all escalations, at which tenants (pursuant to leases consummated within the twelve (12) month period preceding the first day of the Option Term), are leasing non-sublease, non-encumbered, non-equity space which is not significantly greater or smaller in size than the subject space, with a comparable level of improvements (excluding any property that Tenant would be allowed to remove from the Premises at the termination of the Lease), for a comparable lease term, in an arm’s length transaction, which comparable space is located in the “Comparable Buildings,” as that term is defined in this Section 2.2.2, below (transactions satisfying the foregoing criteria shall be known as the “Comparable Transactions”), taking into consideration the following concessions (the “Concessions”): (a) rental abatement concessions, if any, being granted such tenants in connection with such comparable space; (b) tenant improvements or allowances provided or to be provided for such comparable space, and taking into account the value, if any, of the existing improvements in the subject spacespace (other than improvements installed by Tenant at Tenant’s sole cost and expense), such value to be based upon the age, condition, design, quality of finishes and layout of the improvements and the extent to which the same can be utilized for the Permitted Use by a general office/lab user other than Tenant; and (c) other reasonable monetary concessions being granted such tenants in connection with such comparable space; provided, however, that in calculating the Fair Rental Value, no consideration shall be given to the fact that Landlord is or is not required to pay a real estate brokerage commission in connection with Tenant’s exercise of its right to extend the Lease Term, or the fact that landlords are or are not paying real estate brokerage commissions in connection with such comparable space. The Concessions shall be reflected in the effective rental rate (which effective rental rate shall take into consideration the total dollar value of such Concessions as amortized on a straight-line basis over the applicable term of the Comparable Transaction (in which case such Concessions evidenced in the effective rental rate shall not be granted to Tenant)) payable by Tenant. The term “Comparable Buildings” shall mean the Building and those other life sciences buildings which are comparable to the Building in terms of age (based upon the date of completion of construction or major renovation of to the building), quality of construction, level of services and amenities, size and appearance, and are located in First Class Life Sciences Project in South San Francisco, California and the surrounding commercial area.

Option Rent. The annual Rent payable by Tenant during the Option Term (the “Option Rent”) shall initially be equal to the “Fair Rental Value,” as that term is defined below, for the Premises as of the commencement date of the Option Term. The Option rent shall then escalate by three percent (3%) annually, commencing on the first (1st) anniversary of the commencement of the Option Term, and continuing each subsequent anniversary thereafter. The “Fair Rental Value,” as used in this Lease, shall be equal to the annual rent per rentable square foot (including additional rent and considering any “base year” or “expense stop” applicable thereto), including all escalations, at which tenants (pursuant to leases consummated within the twelve (12) month period preceding the first day of the Option Term), are leasing non-sublease, non-encumbered, non-equity space which is not significantly greater or smaller in size than the subject space, with a comparable level of improvements (excluding any property that Tenant would be allowed to remove from the Premises at the termination of the Lease), for a comparable lease term, in an arm’s length transaction, which comparable space is located in the “Comparable Buildings,” as that term is defined in this Section 2.2.2, below (transactions satisfying the foregoing criteria shall be known as the “Comparable Transactions”), taking into consideration the following concessions (the “Concessions”): (a) rental abatement concessions, if any, being granted such tenants in connection with such comparable space; (b) tenant improvements or allowances provided or to be provided for such comparable space, and taking into account the value, if any, of the existing improvements in the subject space, such value to be based upon the age, condition, design, quality of finishes and layout of the improvements and the extent to which the same can be utilized by a general office/lab user other than Tenant; and (c) other reasonable monetary concessions being granted such tenants in connection with such comparable space; provided, however, that in calculating the Fair Rental Value, no consideration shall be given to (i) the fact that Landlord is or is not required to pay a real estate brokerage commission in connection with Tenant’s exercise of its right to extend the Lease Term, or the fact that landlords are or are not paying real estate brokerage commissions in connection with such comparable space. The Concessions shall be reflected in the effective rental rate (which effective rental rate shall take into consideration the total dollar value of such Concessions as amortized on a straight-line basis over the applicable term of the Comparable Transaction (in which case such Concessions evidenced in the effective rental rate shall not be granted to Tenant)) payable by Tenant. The term “Comparable Buildings” shall mean the Building and those other life sciences buildings which are comparable to the Building in terms of age (based upon the date of completion of construction or major renovation of to the building)[Decipher Biosciences, quality of construction, level of services and amenities, size and appearance, and are located in South San Francisco, California and the surrounding commercial area.Inc.]

Option Rent. The annual Rent rent payable by Tenant during the Option Term (the “Option Rent”) shall be equal to the “Fair Rental Value,” as that term is defined below, for the Premises as of the commencement date of the Option Term. The “Fair Rental Value,” as used in this Lease, shall be equal to the annual rent per rentable square foot (including additional rent and considering any “base year” or “expense stop” applicable thereto)rent, including all escalations, at which tenants (pursuant to leases consummated within tenants, as of the twelve (12) month period preceding the first day commencement of the Option Term), are leasing non-sublease, non-encumbered, non-equity space which is not significantly greater or smaller comparable in size than the subject spacesize, with a comparable level of improvements (excluding any property that Tenant would be allowed location and quality to remove from the Premises at the termination of the Lease), for a comparable lease term, in an arm’s length transactionterm of five (5) years (“Comparable Renewal Transactions”), which comparable space is located in the Building and in “Comparable Buildings,” as that term is defined defined, below, in this Section 2.2.2, below (transactions satisfying the foregoing criteria shall be known as the “Comparable Transactions”), either event taking into consideration only the following concessions (the “Concessions”): concessions: (a) rental abatement concessions, if any, being granted such tenants in connection with such comparable space; , and (b) tenant improvements or allowances provided or to be provided for such comparable space, and taking into account the value, if any, value of the existing improvements in the subject spacePremises, such value to be based upon the age, condition, design, quality of finishes and layout of the improvements and the extent to which the same can could be utilized by a general office/lab user other than office user. The Option Rent shall additionally include a determination as to whether, and if so to what extent, Tenant must provide Landlord with financial security, such as a security deposit, letter of credit or guaranty, for Tenant; and (c) other reasonable monetary concessions being granted such tenants in connection with such comparable space; provided, however, that in calculating ’s Rent obligations during the Fair Rental Value, no consideration Option Term. Such determination shall be given made by reviewing the extent of financial security then generally being imposed in Comparable Renewal Transactions from tenants of comparable financial condition and credit history to the fact that Landlord is or is not required then existing financial condition and credit history of Tenant (with appropriate adjustments to pay a real estate brokerage commission in connection with Tenant’s exercise of its right to extend the Lease Term, or the fact that landlords are or are not paying real estate brokerage commissions in connection with such comparable space. The Concessions shall be reflected account for differences in the effective rental rate (which effective rental rate shall take into consideration then-existing financial condition of Tenant and such other tenants). For purposes of this Lease, the total dollar value of such Concessions as amortized on a straight-line basis over the applicable term of the Comparable Transaction (in which case such Concessions evidenced in the effective rental rate shall not be granted to Tenant)) payable by Tenant. The term “Comparable Buildings” shall mean other office buildings located in the Building and those other life sciences Central Business District of downtown Los Angeles, which buildings which are comparable to the Building in terms Class “A” buildings with a similar quality of age (based upon the date of completion of construction or major renovation of to the building)tenant mix, quality of construction, level of and exterior appearance, and offer similar services and amenities, size and appearanceas the Building, and are located in South San Francisco, California and the surrounding commercial area.which buildings consist of at least 300,000 rentable square feet of space. 000 XXXXXXXX XXXXXXXXX

Option Rent. The annual Rent rent payable by Tenant during the Option Term ----------- (the “"Option Rent”") shall be equal to the “Fair Rental Value,” as that term is defined below, for the Premises as of the commencement date of the Option Term. The “Fair Rental Value,” as used in this Lease, shall be equal to the annual rent per rentable square foot (including additional rent and considering any “"base year” " or “"expense stop” " applicable thereto), including all escalations, at which tenants (pursuant to leases consummated within which, as of the twelve (12) month period preceding the first day commencement of the Option Term), tenants are leasing non-sublease, non-encumbered, non-equity space which is not significantly greater or smaller comparable in size than size, location and quality to the subject space, with a comparable level of improvements (excluding any property that Tenant would be allowed to remove from the Premises at the termination of the Lease)Premises, for a comparable lease term, in an arm’s length transactionterm of five (5) years, which comparable space is located in the “Project and in Phase II, or, if there are not a sufficient number of current comparable transactions in the Project and in Phase II, then in the Comparable Buildings,” as that term is defined in this Section 2.2.2, below Buildings (transactions satisfying the foregoing criteria shall be known as the “"Comparable Transactions”"), in either case taking into consideration the following concessions (collectively, the “"Renewal Concessions”"): (a) rental abatement concessions, if any, being granted such tenants in connection with such comparable space; (b) tenant improvements or allowances provided or to be provided for such comparable space, and taking into account account, and deducting the valuevalue of, if any, of the existing improvements in the subject spacePremises, such value to be based upon the age, condition, design, quality of finishes and layout of the improvements and the extent to which the same can be utilized by a general office/lab user other than Tenant based upon the fact that the precise tenant improvements existing in the Premises are specifically suitable to Tenant; and (c) other reasonable monetary concessions being granted such tenants in connection with such comparable space; provided, however, that in calculating the Fair Rental ValueOption Rent, no consideration shall be given to (i) the fact that Landlord is or is not required to pay a real estate brokerage commission in connection with Tenant’s 's exercise of its right to extend lease the Lease Term, Premises during the Option Term or the fact that landlords are or are not paying real estate brokerage commissions in connection with such comparable space, and (ii) any period of rental abatement, if any, granted to tenants in comparable transactions in connection with the design, permitting and construction of tenant improvements in such comparable spaces. The Concessions Option Rent shall additionally include a determination as to whether, and if so to what extent, Tenant must provide Landlord with financial security, such as a letter of credit or guaranty, for Tenant's Rent obligations during the Option Term. Such determination shall be reflected made by reviewing the extent of financial security then generally being imposed in Comparable Transactions from tenants of comparable financial condition and credit history to the then existing financial condition and credit history of Tenant (with appropriate adjustments to account for differences in the effective rental rate (which effective rental rate shall take into consideration the total dollar value then-existing financial condition of Tenant and such Concessions as amortized on a straight-line basis over the applicable term of the Comparable Transaction (in which case such Concessions evidenced in the effective rental rate shall not be granted to Tenantother tenants)) payable by Tenant. The term “Comparable Buildings” shall mean the Building and those other life sciences buildings which are comparable to the Building in terms of age (based upon the date of completion of construction or major renovation of to the building), quality of construction, level of services and amenities, size and appearance, and are located in South San Francisco, California and the surrounding commercial area.

Option Rent. The annual Rent payable by Tenant during the Option Term (the “Option Rent”) shall be equal to the “Fair Rental Value,” as that term is defined below, for the Premises as of the commencement date of the Option Term. The “Fair Rental Value,” as used in this Lease, shall be equal to the annual rent per rentable square foot (including additional rent and considering any “base year” or “expense stop” applicable thereto), including all escalations, at which tenants (pursuant to leases consummated within the twelve (12) month period preceding the first day of the Option Term), are leasing non-sublease, non-encumbered, non-equity space which is not significantly greater or smaller in size than the subject space, with a comparable level of improvements (excluding any property that Tenant would be allowed to remove from the Premises at the termination of the Lease), for a comparable lease term, in an arm’s length transaction, which comparable space is located in the “Comparable Buildings,” as that term is defined in this Section 2.2.2, below (transactions satisfying the foregoing criteria shall be known as the “Comparable Transactions”), taking into consideration the following concessions (the “Concessions”): (a) rental abatement concessions, if any, being granted such tenants in connection with such comparable space; (b) tenant improvements or allowances provided or to be provided for such comparable space, and taking into account the value, if any, of the existing improvements in the subject space, such value to be based upon the age, condition, design, quality of finishes and layout of the improvements and the extent to which the same can be utilized by a general office/lab user other than Tenant; and (c) other reasonable monetary concessions being granted such tenants in connection with such comparable space; provided, however, that in calculating the Fair Rental Value, no consideration shall be given to the fact that Landlord is or is not required to pay a real estate brokerage commission in connection with Tenant’s exercise of its right to extend the Lease Term, or the fact that landlords are or are not paying real estate brokerage commissions in connection with such comparable space. The Concessions shall be reflected in the effective rental rate (which effective rental rate shall take into consideration the total dollar value of such Concessions as amortized on a straight-line basis over the applicable term of the Comparable Transaction (in which case such Concessions evidenced in the effective rental rate shall not be granted to Tenant)) payable by Tenant. The term “Comparable Buildings” shall mean the Building and those other life sciences buildings which are comparable to the Building in terms of age (based upon the date of completion of construction or major renovation of to the building), quality of construction, level of services and amenities, size and appearance, and are located in South San Francisco, California and the surrounding commercial area.. [Blade Therapeutics, Inc.]

Option Rent. The annual Rent payable by Tenant during the Option Term (the “Option Rent”) shall be equal to the “Fair Rental Value,” as that term is defined below, for the Premises as of the commencement date of the Option Term. The “Fair Rental Value,” as used in this LeaseSection 5, shall be equal to the annual rent per rentable square foot (including additional rent and considering any “base year” or “expense stop” applicable thereto), including all escalations, at which tenants (pursuant to leases consummated within the twelve (12) month period preceding the first day of the Option Term), are leasing non-sublease, non-encumbered, non-equity space which is not significantly greater or smaller in size than the subject space, with a comparable level of improvements (excluding any property that Tenant would be allowed to remove from the Premises at the termination of the Lease), for a comparable lease term, in an arm’s length transaction, which comparable space is located in the “Comparable Buildings,” as that term is defined in this Section 2.2.25, below (transactions satisfying the foregoing criteria shall be known as the “Comparable Transactions”), taking into consideration the following concessions (the “Concessions”): (a) rental abatement concessions, if any, being granted such tenants in connection with such comparable space; (b) tenant improvements or allowances provided or to be provided for such comparable space, and taking into account the value, if any, of the existing improvements in the subject space, such value to be based upon the age, condition, design, quality of finishes and layout of the improvements and the extent to which the same can be utilized by a general office/lab office user other than Tenant; and (c) other reasonable monetary concessions being granted such tenants in connection with such comparable space; provided, however, that in calculating the Fair Rental Value, no consideration shall be given to (i) the fact that Landlord is or is not required to pay a real estate brokerage commission in connection with Tenant’s exercise of its right to extend the Lease Term, or the fact that landlords are or are not paying real estate brokerage commissions in connection with such comparable space, and (ii) any period of rental abatement, if any, granted to tenants in comparable transactions in connection with the design, permitting and construction of tenant improvements in such comparable spaces. The Concessions (A) shall be reflected in the effective rental rate (which effective rental rate shall take into consideration the total dollar value of such Concessions as amortized on a straight-line basis over the applicable term of the Comparable Transaction (in which case such Concessions evidenced in the effective rental rate shall not be granted to Tenant)) payable by Tenant, or (B) at Landlord’s election, all such Concessions shall be granted to Tenant in kind. The term “Comparable Buildings” shall mean the Building and those other class A life sciences buildings which are comparable to the Building in terms of age (based upon the date of completion of construction or major renovation of to the building), quality of construction, level of services and amenities, size and appearance, and are located in South San FranciscoDurham, California North Carolina and the surrounding commercial area.

Option Rent. The annual Rent rent payable by Tenant during the Option Term (the “Option Rent”) shall be equal to the “Fair Rental Value,then prevailing fair market rent” as that term is defined below, for the Premises as of the commencement date of the Option Term. The “Fair Rental Value,then prevailing fair market rent” as used in this Lease, shall be equal to the annual rent per rentable square foot (including additional rent and considering any “base year” or “expense stop” applicable thereto), including all escalations, at which tenants (pursuant to leases consummated within the twelve (12) month period preceding the first day of the Option Term), are leasing non-sublease, non-encumbered, non-equity equity, non-renewal commercial office space which is not significantly greater or smaller comparable in size than size, location and quality to the subject space, with a comparable level of improvements (excluding any property that Tenant would be allowed to remove from the Premises at the termination of the Lease)Premises, for a comparable lease term, in an arm’s length transactiontransactions consummated during the ten (10) month period (the “Rent Review Period”) prior to the date Landlord delivers the “Option Rent Notice,” as that term is defined in Section 2.2.3, below, which comparable commercial office space is located in the Project, or if there are not a sufficient number of comparable transactions in the Project than in “Comparable Buildings,” as that term is defined in this Section 2.2.22.2.5, below (transactions satisfying the foregoing criteria shall be known as the “Comparable Transactions”)below, taking into consideration only the following concessions (the “Concessions”): (a) rental abatement concessions, if any, being granted such tenants in connection with such comparable space; (b) concession: any tenant improvements or allowances (the “Allowances”) provided or to be provided for such comparable space, and taking into account account, and deducting, the value, if any, value of the existing improvements in the subject spacePremises, such value to be based upon the age, condition, design, quality of finishes and layout of the improvements and the extent to which the same can be utilized by a general office/lab user other than Tenant; office user. If in determining the Option Rent a tenant improvement allowance is granted as set forth hereinabove, Landlord may, at Landlord’s sole option, elect any or a portion of the following: (A) to grant some or all of the Allowances to Tenant in the form as described above (i.e., as an improvement allowance), and (cB) other reasonable monetary concessions being granted such tenants in connection with such comparable space; provided, however, that in calculating to adjust the Fair Rental Value, no consideration shall rental rate component of the Option Rent to be given to the fact that Landlord is or is not required to pay a real estate brokerage commission in connection with Tenant’s exercise of its right to extend the Lease Term, or the fact that landlords are or are not paying real estate brokerage commissions in connection with such comparable space. The Concessions shall be reflected in the an effective rental rate (which effective rental rate shall take takes into consideration the total dollar value of such Concessions as amortized on a straight-line basis over the applicable term of the Comparable Transaction Allowances (in which case such Concessions the Allowances evidenced in the effective rental rate shall not be granted to Tenant)) payable by Tenant. The term “Comparable Buildings” shall mean the Building and those other life sciences buildings which are comparable to the Building in terms of age (based upon the date of completion of construction or major renovation of to the building), quality of construction, level of services and amenities, size and appearance, and are located in South San Francisco, California and the surrounding commercial area.

Option Rent. The annual Rent rent payable by Tenant during the Option Term (the “Option Rent”) shall be equal to one hundred percent (100%) of the Fair Market Value (as hereinafter defined) of the Premises. “Fair Rental Market Value,” as that term is defined below, for shall mean the Premises as fixed rent component (and one hundred percent (100%) of the commencement date additional rent component) of the Option Term. The “Fair Rental Value,” as used in this Lease, shall be equal to the annual rent per rentable square foot (including any additional rent and considering any “triple net” applicable thereto or “base year” or “expense stop” applicable thereto), on an annual per rentable square foot basis, including all escalations, at which tenants (pursuant to leases consummated within tenants, as of the twelve (12) month period preceding the first day commencement of the Option Term (or the First Offer Space during the First Offer Term), if applicable) , are leasing non-sublease, non-encumbered, non-equity space which is not significantly greater or smaller comparable in size than the subject spacesize, with a comparable level of improvements (excluding any property that Tenant would be allowed location and quality to remove from the Premises at the termination of the Lease)(or First Offer Space, if applicable) for a comparable lease termterm of five (5) years, in an arm’s length transactiontransaction consummated during the twelve (12) month period prior to the date on which Landlord delivers to Tenant the “Option Rent Notice,” as this term is defined below, (or the First Offer Notice, as applicable) which comparable space is located in the “Project, or if there is not a sufficient number of comparable transactions in the Project, then in the Comparable Buildings,” as that term is defined in this Section 2.2.2, below Buildings (transactions satisfying the foregoing criteria shall be known as the “Comparable Transactions”), taking into consideration only the following concessions (the “Concessions”): (a) rental abatement concessions, if any, being granted such tenants in connection with such comparable space; , and (b) tenant improvements or allowances provided or to be provided for such comparable space, and taking into account account, and deducting the valuevalue of, if any, of the existing improvements in the subject spacePremises (or the First Offer Space, if applicable), such value to be based upon the age, condition, design, quality of finishes and layout of the improvements and the extent to which the same can could be utilized by a general office/lab user other than Tenant based upon the fact that the precise tenant improvements existing in the Premises are specifically suitable to Tenant; and (c) other reasonable monetary concessions being granted such tenants in connection with such comparable space; provided, however, that in calculating notwithstanding anything to the Fair Rental Valuecontrary herein, no consideration shall be given to (i) the fact that Landlord is or is not required to pay a real estate brokerage commission in connection with Tenant’s exercise of its right to extend lease the Lease Premises during the Option Term (or the First Offer Space during the First Offer Term, if applicable) or the fact that landlords are the Comparable Transactions do or are do not paying involve the payment of real estate brokerage commissions commissions, and (ii) any period of rental abatement, if any, granted to tenants in Comparable Transactions in connection with the design, permitting and construction of tenant improvements in such comparable spacespaces; provided that, Tenant shall continue to pay Tenant’s Share of Building Direct Expenses during the Option Term in accordance with Article 4 below. The Concessions Option Rent (or First Offer Rent, if applicable) shall additionally include a determination as to whether, and if so to what extent, Tenant must provide Landlord with financial security, such as a security deposit, letter of credit or guaranty, for Tenant’s rent obligations during the Option Term (or First Offer Term, if applicable). Such determination shall be reflected made by reviewing the extent of financial security then generally being imposed in Comparable Transactions upon tenants of comparable financial condition and credit history to the then existing financial condition and credit history of Tenant (with appropriate adjustments to account for differences in the effective rental rate (which effective rental rate shall take into consideration the total dollar value then-existing financial condition of Tenant and such Concessions as amortized on a straight-line basis over the applicable term of the Comparable Transaction (in which case such Concessions evidenced in the effective rental rate shall not be granted to Tenantother tenants)) payable by Tenant. The term “Comparable Buildings” shall mean the Building and those other life sciences buildings which are comparable to the Building in terms of age (based upon the date of completion of construction or major renovation of to the building), quality of construction, level of services and amenities, size and appearance, and are located in South San Francisco, California and the surrounding commercial area.

Option Rent. The annual Base Rent payable by Tenant during the Option Term (the “"Option Rent”") shall be equal to the “"Fair Rental Value,” " as that term is defined below, for the Premises as of the commencement date of the Option Term. The “"Fair Rental Value,” " as used in this Lease, shall be equal to the annual base rent per rentable square foot (including additional rent and considering any “base year” or “expense stop” applicable theretoTenant shall continue to pay Direct Expenses pursuant to the terms of this Lease), including all escalations, at which tenants (pursuant to leases consummated within the twelve (12) month period preceding the first day of the Option Term), are leasing non-sublease, non-encumbered, non-equity space which is not significantly greater or smaller in size than the subject space, with a comparable level of improvements (excluding any property that Tenant would be allowed to remove from the Premises at the termination of the Lease), for a comparable lease term, in an arm’s 's length transaction, which comparable space is located in the “"Comparable Buildings,” " as that term is defined in this Section 2.2.2, below (transactions satisfying the foregoing criteria shall be known as the “"Comparable Transactions”"), taking into consideration the following concessions (the “"Concessions”"): (a) rental abatement concessions, if any, being granted such tenants in connection with such comparable space; (b) tenant improvements or allowances provided or to be provided for such comparable space, and taking into account the value, if any, of the existing improvements in the subject spacespace (other than the value of the Tenant Improvements paid for with Tenant’s own funds and any other improvements installed by Tenant at Tenant's sole cost and expense), such value to be based upon the age, condition, design, quality of finishes and layout of the improvements and the extent to which the same can be utilized by a general office/lab user other than Tenantengaged in a Permitted Use; and (c) other reasonable monetary concessions being granted such tenants in connection with such comparable space; provided, however, that in calculating the Fair Rental Value, no consideration shall be given to the fact that Landlord is or is not required to pay a real estate brokerage commission in connection with Tenant’s exercise of its right to extend the Lease Term, or the fact that landlords are or are not paying real estate brokerage commissions in connection with such comparable space. The Concessions (A) shall be reflected in the effective rental rate (which effective rental rate shall take into consideration the total dollar value of such Concessions as amortized on a straight-line basis over the applicable term of the Comparable Transaction (in which case such Concessions evidenced in the effective rental rate shall not be granted to Tenant)) payable by Tenant, or (B) at Landlord’s election, all such Concessions shall be granted to Tenant in kind. The term “Comparable Buildings” shall mean the Building and those other life sciences buildings which are comparable to the Building in terms of age (based upon the date of completion of construction or major renovation of to the building), quality of construction, level of services and amenities, size and appearance, and are located in South San FranciscoFirst Class Life Sciences Project in Redwood City, California and the surrounding commercial area.

Option Rent. The annual Rent rent payable by Tenant during the Option Term (the “Option Rent”) shall be equal to the “Fair Rental Value,” as that term is defined below, for the Premises as of the commencement date of the Option TermMarket Rent Rate. The “Fair Rental Value,Market Rent Rate” as used in this Lease, shall be equal to the annual rent per rentable square foot (including additional rent and considering any “base year” or “expense stop” applicable thereto, which base year shall be adjusted to the calendar year in which the First Option Term, or if applicable, the second Option Term commences), including all escalations, at which tenants (tenants, as of the commencement of the First Option Term, or if applicable, the second Option Term, are, pursuant to leases consummated transactions completed within the twelve (12) month period preceding prior to the first day commencement date of the First Option Term), are or if applicable, the second Option Term, leasing non-sublease, non-encumbered, non-equity equity, renewal, non-expansion space which is not significantly greater or smaller reasonably comparable in size than size, location and quality to the subject space, with a comparable level of improvements (excluding any property that Tenant would be allowed to remove from the Premises at the termination of the Lease)Premises, for a comparable similar lease term, in an arm’s arms length transaction, which comparable space is located in the Real Property and if there are no such transactions at the Real Property, then in the “Comparable Buildings,” as that term is defined in Section 4.2.5.1 of this Section 2.2.2Lease, below (such transactions satisfying the foregoing criteria shall be known collectively referred to as the “Comparable Transactions”), in either case taking into consideration the following concessions (the “Concessions”): concessions: (a) rental abatement concessions, if any, being granted such tenants in connection with such comparable space; , and (b) tenant improvements or allowances provided or to be provided for such comparable space, all other monetary and taking into account the valuenon-monetary concessions, if any, of the existing improvements in the subject space, such value to be based upon the age, condition, design, quality of finishes and layout of the improvements and the extent to which the same can be utilized by a general office/lab user other than Tenant; and (c) other reasonable monetary concessions being granted such tenants in connection with such comparable spacespace (the foregoing items (a)- (b) shall be referred to as the “Renewal Concessions”); provided, however, that in calculating notwithstanding anything to the Fair Rental Valuecontrary herein, no consideration shall be given to (x) the fact that Landlord is or is not required to pay a real estate brokerage commission in connection with Tenant’s exercise of its right to extend the Lease First Option Term, or if applicable, the second Option Term, or the fact that landlords are the Comparable Transactions do or are do not paying involve the payment of real estate brokerage commissions commissions, (y) any period of rental abatement, if any, granted to such tenants in Comparable Transactions in connection with the design, permitting and construction of tenant improvements in such comparable space. The Concessions spaces and (z) any improvement allowances, if any, granted to such tenants in Comparable Transactions (the foregoing items (x)-(z) shall be reflected referred to as the “Excluded Concessions”). In the determination of the Option Rent, if any Renewal Concessions are granted to Tenant, Landlord may, at Landlord’s sole option, elect any or a portion of the following: (1) to grant to some or all of the concessions to Tenant in the form as described above (i.e., as free rent), or (2) to adjust the rental rate component of the Option Rent to be an effective rental rate (which effective rental rate shall take takes into consideration the total dollar value of such Concessions as amortized on a straight-line basis over the applicable term of the Comparable Transaction concessions (in which case such the Renewal Concessions evidenced in the effective rental rate shall not be granted to Tenant)) payable by Tenant. The term “Fair Market Rent Rate shall additionally include a determination as to whether, and if so to what extent, Tenant must provide Landlord with financial security, such as a letter of credit or guaranty, for Tenant’s Rent obligations during the First Option Term, and if applicable, the second Option Term. Such determination shall be made by reviewing the extent of financial security then generally being imposed in Comparable Buildings” shall mean the Building Transactions from tenants of comparable financial condition and those other life sciences buildings which are comparable credit history to the Building then existing financial condition and credit history of Tenant (with appropriate adjustments to account for differences in terms the then-existing financial condition of age (based upon the date of completion of construction or major renovation of to the buildingTenant and such other tenants), quality of construction, level of services and amenities, size and appearance, and are located in South San Francisco, California and the surrounding commercial area.

Option Rent. The annual Rent rent payable by Tenant during the Option Term (the “"Option Rent”") shall be equal to the “"Fair Rental Value,” as that term is defined below, Market Rent" for the Premises such space as of the commencement date of the Option Term. The “As used herein, the "Fair Rental Value,” as used in this Lease, Market Rent" shall be equal to the annual rent per rentable square foot (including additional rent and considering any “"base year” " or “"expense stop” " applicable thereto), including all escalations, at which tenants (pursuant to leases consummated within which, as of the twelve (12) month period preceding the first day commencement of the Option Term), tenants are leasing non-sublease, non-encumbered, non-equity space which is not significantly greater or smaller comparable in size than size, location and quality to the subject space, with a comparable level of improvements (excluding any property that Tenant would be allowed to remove from the Premises at the termination of the Lease)Premises, for a comparable lease term, in an arm’s length transactionterm of five (5) years, which comparable space is located in the “Project and in "Comparable Buildings,” ", as that term is defined in this Section 2.2.2, below (transactions satisfying collectively, the foregoing criteria shall be known as the “"Comparable Transactions”"), giving appropriate consideration to the annual rental rates per rentable square foot, the standard of measurement by which the rentable square footage is measured, the ratio of rentable square feet to usable square feet, and taking into consideration only, and granting only, the following concessions (provided that the “Concessions”rent payable in Comparable Deals in which the terms of such Comparable Deals are determined by use of a discounted fair market rate formula shall be equitably increased in order that such Comparable Deals will not reflect a discounted rate): (a) rental abatement concessions, if any, being granted such tenants in connection with such comparable spacespaces; (b) tenant improvements or allowances provided or to be provided for such comparable space, and taking into account the value, if any, value of the existing improvements in the subject spacePremises, such value to be based upon the age, condition, design, quality of finishes and layout of the improvements and the extent to which the same can could be utilized by a general office/lab user other than office users as contrasted with this specific Tenant; and , (c) Proposition 13 protection, and (d) all other reasonable monetary concessions concessions, if any, being granted such tenants in connection with such comparable space; provided, however, that in calculating notwithstanding anything to the Fair Rental Valuecontrary herein, no consideration shall be given to the (I) any period of rental abatement, if any, granted to tenants in Comparable Deals in connection with the design, permitting and construction of improvements, or (II) fact that Landlord is or is not required to pay a real estate brokerage commission in connection with Tenant’s exercise of its right to extend the Lease Term, applicable term or the fact that landlords are the Comparable Deals do or are do not paying involve the payment of real estate brokerage commissions in connection with such comparable spacecommissions. The Concessions shall be reflected in the effective rental rate (which effective rental rate shall take into consideration the total dollar value For purposes of such Concessions as amortized on a straight-line basis over the applicable term of the Comparable Transaction (in which case such Concessions evidenced in the effective rental rate shall not be granted to Tenant)) payable by Tenant. The term “this Lease, "Comparable Buildings” " shall mean the Building and those other life sciences first-class institutionally-owned office buildings which are comparable to the Building in terms of age (based upon the date of completion of construction or major renovation of as to the buildingbuilding containing the portion of the Premises in question), quality of construction, level of services and amenitiesamenities (including the type (e.g., surface, covered, subterranean) and amount of parking), size and appearance, and are located in South San Francisco, California and the surrounding commercial area"Comparable Area," which is the Dublin/Pleasanton submarket.

Option Rent. The annual Rent payable by Tenant during the each Option Term (the “Option Rent”"OPTION RENT") shall be equal to the “Fair Rental ValueMarket Rent; provided, however, that the average annual, effective (including free rent, if applicable, on a straight line basis) base rent component of Market Rent, shall not be lower than the then existing "Base Rent,” " as that term is defined belowset forth in Article 3 of this Lease, for the Premises as of in effect immediately prior to the commencement date of the such Option Term. The “Fair Rental Value,” as used in For purposes of this Lease, the term "MARKET RENT" shall mean the base rent, which shall be equal adjusted to the annual rent per rentable square foot (including additional rent and considering any “base year” or “expense stop” applicable thereto)reflect a "triple net" transaction, including all escalations, at which tenants (tenants, as of the commencement of the applicable term are, pursuant to leases consummated transactions completed within the twelve prior twenty-four (1224) month period preceding the first day of the Option Term)months, are leasing non-sublease, non-encumbered, non-synthetic, non-equity space which is not significantly greater or smaller comparable in size than size, location and quality to the subject space, with a comparable level of improvements (excluding any property that Tenant would be allowed to remove from the Premises at the termination of the Lease), Building for a comparable lease term, "Comparable Term," as that term is defined in an arm’s length transactionthis Section 2.2.2 (the "COMPARABLE DEALS"), which comparable space is located in the “"Comparable Buildings,” " as that term is defined in this Section 2.2.2, below giving appropriate consideration to the annual rental rates per rentable square foot (transactions satisfying adjusting the foregoing criteria shall be known base rent component of such rate to reflect a net value after accounting for whether or not utility expenses are directly paid by the tenant such as the “Comparable Transactions”Tenant's direct utility payments provided for in Section 6.1 of this Lease), the standard of measurement by which the rentable square footage is measured, the ratio of rentable square feet to usable square feet, and taking into consideration only, and granting only, the following concessions (provided that the “Concessions”rent payable in Comparable Deals in which the terms of such Comparable Deals are determined by use of a discounted fair market rate formula shall be equitably increased in order that such Comparable Deals will not reflect a discounted rate) (collectively, the "RENT CONCESSIONS"): (a) rental abatement concessions, if any, being granted such tenants in connection with such comparable space; (b) tenant improvements or allowances provided or to be provided for such comparable space, and taking into account the value, if any, of the existing improvements in the subject space, such value to be based upon the age, condition, design, quality of finishes and layout of the improvements and the extent to which the same can be utilized by a general office/lab user other than Tenant; and (c) other reasonable monetary concessions being granted such tenants in connection with such comparable space; provided, however, that in calculating the Fair Rental Value, no consideration shall be given to the fact that Landlord is or is not required to pay a real estate brokerage commission in connection with Tenant’s exercise of its right to extend the Lease Term, or the fact that landlords are or are not paying real estate brokerage commissions in connection with such comparable space. The Concessions shall be reflected in the effective rental rate (which effective rental rate shall take into consideration the total dollar value of such Concessions as amortized on a straight-line basis over the applicable term of the Comparable Transaction (in which case such Concessions evidenced in the effective rental rate shall not be granted to Tenant)) payable by Tenant. The term “Comparable Buildings” shall mean the Building and those other life sciences buildings which are comparable to the Building in terms of age (based upon the date of completion of construction or major renovation of to the building), quality of construction, level of services and amenities, size and appearance, and are located in South San Francisco, California and the surrounding commercial area.abatement

Option Rent. The annual Rent payable by Tenant during the Option Term (the “"Option Rent”") shall be equal to the “"Fair Rental Value,” " as that term is defined below, for the Premises as of the commencement date of the Option Term. The “"Fair Rental Value,” " as used in this Lease, shall be equal to the annual rent per rentable square foot (including additional rent and considering any “"base year” " or “"expense stop” " applicable thereto), including all escalations, at which tenants (pursuant to leases consummated within the twelve (12) month period preceding the first day of the Option Term), are leasing non-sublease, non-encumbered, non-equity space which is not significantly greater or smaller in size than the subject space, with a comparable level of improvements (excluding any property that Tenant would be allowed to remove from the Premises at the termination of the Lease), for a comparable lease term, in an arm’s 's length transaction, which comparable space is located in the “"Comparable Buildings,” " as that term is defined in this Section 2.2.2, below (transactions satisfying the foregoing criteria shall be known as the “"Comparable Transactions”"), taking into consideration the following concessions (the “"Concessions”"): (a) rental abatement concessions, if any, being granted such tenants in connection with such comparable space; (b) tenant improvements or allowances provided or to be provided for such comparable space, and taking into account the value, if any, of the existing improvements in the subject space, such value to be based upon the age, condition, design, quality of finishes and layout of the improvements and the extent to which the same can be utilized by a general office/lab office user other than Tenant; and (c) other reasonable monetary concessions being granted such tenants in connection with such comparable space; provided, however, that in calculating the Fair Rental Value, no consideration shall be given to (i) the fact that Landlord is or is not required to pay a real estate brokerage commission in connection with Tenant’s 's exercise of its right to extend the Lease Term, or the fact that landlords are or are not paying real estate brokerage commissions in connection with such comparable space, (ii) any construction period granted to tenants in comparable transactions in connection with the design, permitting and construction of tenant improvements in such comparable spaces, or (iii) the savings to Tenant from not having to relocate its business in the Premises. In addition, in connection with Tenant’s lease of the Premises during the Option Term, Landlord may require that Tenant provide Landlord with additional financial security, such as a letter of credit or guaranty, for Tenant's Rent obligations in connection with Tenant's lease of the Premises during the Option Term. The amount of such additional financial security, if any, shall be commensurate with the financial security then generally being imposed in Comparable Transactions from tenants of comparable financial condition and credit history as Tenant as of the expiration of the initial Lease Term, provided that (1) in no event shall Tenant be required to provide financial security in the aggregate in excess of $1,000,000 as of the commencement of the Option Term, and (ii) the amount so such additional security shall be reduced on an annual basis over the Option Term in the same manner and in the same proportion as the reduction of the L-C Amount as provided in Section 21.3.2, below. The Concessions (A) shall be reflected in the effective rental rate (which effective rental rate shall take into consideration the total dollar value of such Concessions as amortized on a straight-line basis over the applicable term of the Comparable Transaction (in which case such Concessions evidenced in the effective rental rate shall not be granted to Tenant)) payable by Tenant. The term “Comparable Buildings” shall mean the Building and those other life sciences buildings which are comparable to the Building in terms of age , or (based upon the date of completion of construction or major renovation of to the building)B) at 795344.01/WLA 377082-00004//ejs/ejs -5- 000 X. Xxxxxxxx Xxxxxxxxx [Arrowhead Pharmaceuticals, quality of construction, level of services and amenities, size and appearance, and are located in South San Francisco, California and the surrounding commercial area.Inc.]

Option Rent. The annual Rent payable by Tenant during the Option Term (the “Option Rent”"OPTION RENT") shall be equal to the “Fair Rental Value,” as that term is defined below, for the Premises as ninety-five percent (95%) of the commencement date Market Rent as set forth below. For purposes of the Option Term. The “Fair Rental Value,” as used in this Lease, the term "MARKET RENT" shall be equal to the annual mean rent per rentable square foot (including additional rent and considering any “"base year” " or “"expense stop” " applicable thereto), including all escalations, at which new tenants (as opposed to renewing tenants), as of the commencement of the applicable term are, pursuant to leases consummated transactions completed within the twelve eighteen (1218) month period preceding months prior to the first day date of the Option Termapplicable Exercise Notice (or First Offer Notice, if applicable), are leasing non-sublease, non-encumbered, non-equity synthetic, non-equity, non-renewal space which is not significantly greater or smaller (unless such space was leased pursuant to a definition of "fair market" comparable to the definition of Market Rent) comparable in size than the subject spacesize, with a comparable level of improvements (excluding any property that Tenant would be allowed location and quality to remove from the Premises at the termination of the Lease), for a comparable lease term, "Comparable Term," as that term is defined in an arm’s length transactionthis SECTION 2.2.2 (the "COMPARABLE DEALS"), which comparable space is located in the “"Comparable Buildings,” " as that term is defined in this Section SECTION 2.2.2, below giving appropriate consideration to the annual rental rates per rentable square foot (transactions satisfying adjusting the foregoing criteria shall be known base rent component of such rate to reflect a net value after accounting for whether or not utility expenses are directly paid by the tenant such as the “Comparable Transactions”Tenant's direct utility payments provided for in SECTION 6.1 of this Lease), the standard of measurement by which the rentable square footage is measured, the ratio of rentable square feet to usable square feet, and taking into consideration only, and granting only, the following concessions (provided that the “Concessions”rent payable in Comparable Deals in which the terms of such Comparable Deals are determined by use of a discounted fair market rate formula shall be equitably increased in order that such Comparable Deals will not reflect a discounted rate) (collectively, the "RENT CONCESSIONS"): (a) rental abatement concessionsconcessions or build-out periods, if any, being granted such tenants in connection with such comparable spacespaces; (b) tenant improvements or allowances provided or to be provided for such comparable space, and taking into account the value, if any, value of the existing improvements in the subject spaceOption Premises, such value to be based upon the age, condition, design, quality of finishes and layout of the improvements and the extent to which the same can could be utilized by a general office/lab user other than office users as contrasted with this specific Tenant; and , (c) Proposition 13 protection, and (d) all other reasonable monetary concessions concessions, if any, being granted such tenants in connection with such comparable space; provided, however, that in calculating notwithstanding anything to the Fair Rental Valuecontrary herein, no consideration shall be given to the fact that Landlord is or is not required to pay a real estate brokerage commission in connection with Tenant’s exercise of its right to extend the Lease Term, applicable term or the fact that landlords are the Comparable Deals do or are do not paying involve the payment of real estate brokerage commissions in connection with such comparable space. The Concessions shall be reflected in the effective rental rate (which effective rental rate shall take into consideration the total dollar value of such Concessions as amortized on a straight-line basis over the applicable term of the Comparable Transaction (in which case such Concessions evidenced in the effective rental rate shall not be granted to Tenant)) payable by Tenantcommissions. The term “Comparable Buildings” "COMPARABLE TERM" shall mean the Building and those other life sciences buildings which are comparable refer to the Building length of the lease term, without consideration of options to extend such term, for the space in terms question. In addition, the determination of age (based the Market Rent shall include a determination as to whether, and if so to what extent, Tenant must provide Landlord with financial security, such as a letter of credit or guaranty, for Tenant's rent obligations during any Option Term. Such determination shall be made by reviewing the extent of financial security then generally being imposed in Comparable Transactions upon the date tenants of completion of construction or major renovation of comparable financial condition and credit history to the building)then existing financial condition and credit history of Tenant (with appropriate adjustments to account for differences in the then-existing financial condition of Tenant and such other tenants) If in determining the Market Rent, quality Tenant is entitled to a tenant improvement or comparable allowance for the improvement of construction, level of services and amenities, size and appearance, and are located in South San Francisco, California and the surrounding commercial area.the

Option Rent. The Except as provided in the last sentence of this Section 2, the annual Base Rent payable by Tenant during the Option Term (the “Option Rent”) shall be equal to the “Fair Market Rental Value,Rate” as that term is defined belowfor the Renewal Premises. As used herein, the “Fair Market Rental Rate” for purposes of determining the Option Rent payable by Tenant for the Option Term (or, for the Premises initial Post-24 Month ROFO Space Term for the applicable Post-24 Month ROFO Space if leased by Tenant pursuant to Article 28 of the Lease, as the case may be, but only if the ROFO Floor Rent is not applicable thereto because such ROFO Floor Rent is less than such applicable Fair Market Rental Rate for such applicable Post-24 Month ROFO Space) shall mean the annual Base Rent at which non-equity tenants, as of the commencement date of the Option Term. The “Fair Rental Value,” Term (or the ROFO Space Commencement Date of such initial Post-24 Month ROFO Space Term for such applicable Post-24 Month ROFO Space, as used in this Lease, shall be equal to the annual rent per rentable square foot (including additional rent and considering any “base year” or “expense stop” applicable theretocase may be), including all escalations, at which tenants (pursuant to leases consummated within the twelve (12) month period preceding the first day of the Option Term), are will be leasing non-sublease, non-encumberedequity, non-equity unencumbered space which is not significantly greater on a full service gross basis comparable in size, location and quality to the Renewal Premises (or smaller in size than such applicable Post-24 Month ROFO Space, as the subject space, with a comparable level of improvements (excluding any property that Tenant would be allowed to remove from the Premises at the termination of the Lease), case may be) for a comparable lease term, in an arm’s length transaction, which comparable space is located in the Complex and in other first-class office and retail complexes in the Cottonwood sub-market of Salt Lake City, Utah (collectively, the “Comparable Buildings,” as that term is defined in this Section 2.2.2, below (transactions satisfying the foregoing criteria shall be known as the “Comparable Transactions”), taking into consideration the following free rent, all out-of-pocket monetary concessions (the “Concessions”): (a) rental abatement concessions, if any, and inducements generally being granted at such tenants in connection with time for such comparable space; space leased by tenants of comparable net worth as Tenant (b) including, without limitation, any tenant improvements or allowances provided or to be improvement allowance provided for such comparable space, and with the amount of such tenant improvement allowance (calculated as a per usable square foot basis) to be provided for the Renewal Premises (or such applicable Post-24 Month ROFO Space, as the case may be) during the Option Term (or such initial Post-24 Month ROFO Space Term for such applicable Post-24 Month ROFO Space, as the case may be) to be determined after taking into account the value, if any, of the existing improvements in the subject space, such value to be based upon the age, condition, design, quality of finishes and layout of the tenant improvements in the Renewal Premises (or such applicable Post- EXHIBIT F 24 Month ROFO Space, as the case may be) as of the commencement of the Option Term (or the ROFO Space Commencement Date of such initial Post-24 Month ROFO Space Term for such applicable Post-24 Month ROFO Space, as the case may be), and also taking into consideration the extent adjustment of the Base Year as further described below in this Section 2 with respect to which the same can be utilized by a general office/lab user Option Rent (or as further described in Article 28 of the Lease with respect to the initial ROFO Space Term for such applicable Post-24 Month ROFO Space, as the case may be). Except as set forth in the next sentence, all other than Tenantterms and conditions of the Lease shall apply throughout the Option Term; and (c) other reasonable monetary concessions being granted such tenants in connection with such comparable space; provided, however, that Tenant shall, in calculating no event, have the Fair Rental Value, no consideration shall be given to the fact that Landlord is or is not required to pay a real estate brokerage commission in connection with Tenant’s exercise of its right option to extend the Term of the Lease beyond the Option Term. If Tenant exercises the Renewal Option as provided in this Extension Addendum, or the fact that landlords are or are not paying real estate brokerage commissions in connection with such comparable space. The Concessions Base Year for the Option Term shall be reflected adjusted to be the calendar year in which the effective rental rate (which effective rental rate shall take into consideration the total dollar value of such Concessions as amortized on a straight-line basis over the applicable term commencement date of the Comparable Transaction Option Term occurs. Notwithstanding anything to the contrary set forth in this Section 2, the annual Base Rent payable by Tenant during the first (in which case such Concessions evidenced in 1st) year of the effective rental rate Option Term shall not be granted to Tenant)) less than the annual Base Rent payable by Tenant. The term Tenant during the last year of the initial Term of the Lease (the “Comparable Buildings” shall mean the Building and those other life sciences buildings which are comparable to the Building in terms of age (based upon the date of completion of construction or major renovation of to the buildingOption Floor Rent”), quality of constructionwhich amount will be increased during the Option Term by three percent (3%) per annum, level of services as calculated on a cumulative and amenities, size and appearance, and are located in South San Francisco, California and the surrounding commercial areacompounded basis.

Option Rent. The annual Rent rent payable by Tenant during the Option Term (the “"Option Rent”") shall be equal to the “Fair Rental Value,” as that term is defined below, for the Premises as of the commencement date of the Option Term. The “Fair Rental Value,” as used in this Lease, shall be equal to the annual rent per rentable square foot (including additional rent and considering any “"base year” " or “"expense stop” " applicable thereto), including all escalations, at which tenants (tenants, as of the commencement of the applicable Option Term are, pursuant to leases consummated transactions completed within the twelve prior twenty-four (1224) month period preceding the first day of the Option Term)months, are leasing non-renewal, non-sublease, non-encumbered, non-equity space which is not significantly greater or smaller (unless such space was leased pursuant to a definition of "fair market" comparable to the definition of Option Rent) comparable in size than the subject spacesize, with a comparable level of improvements (excluding any property that Tenant would be allowed location and quality to remove from the Premises at the termination of the Lease), for a comparable lease term, in an arm’s length transactionterm of five (5) years (the "Comparable Deals"), which comparable space is located in the “Building and in Comparable Buildings,” as that term , giving appropriate consideration to the annual rental rates per rentable square foot, the standard of measurement by which the rentable square footage is defined in this Section 2.2.2measured, below (transactions satisfying the foregoing criteria shall be known as the “Comparable Transactions”)ratio of rentable square feet to usable square feet, and taking into consideration only the following concessions (provided that the “rent payable in Comparable Deals in which the terms of such Comparable Deals are determined by use of a discounted fair market rate formula shall be equitably increased in order that such Comparable Deals will not reflect a discounted rate) (collectively, the "Rent Concessions”"): (a) rental abatement concessions, if any, being granted such tenants in connection with such comparable space; spaces, and (b) tenant improvements or allowances provided or to be provided for such comparable space, and taking into account account, and deducting the valuevalue of, if any, of the existing improvements in the subject spacePremises, such value to be based upon the age, condition, design, quality of finishes and layout of the improvements and the extent to which the same can could be utilized by general office users and disregarding that the Tenant Improvements were built out for a general office/lab user other than Tenant; financial institution, and (c) all other reasonable monetary concessions and non-monetary concessions, if any, being granted such tenants in connection with such comparable space; provided, however, that in calculating notwithstanding anything to the Fair Rental Valuecontrary herein, no consideration shall be given to (i) the fact that Landlord is or is not required to pay a real estate brokerage commission in connection with Tenant’s exercise of its right to extend the Lease Term, applicable Option Term or the fact that landlords are the Comparable Deals do or are do not paying involve the payment of real estate brokerage commissions (but only transactions where a tenant is represented by a real estate broker shall be considered Comparable Deals) and (ii) any period of rental abatement, if any, granted to tenants in Comparable Deals in connection with the design, permitting and construction of tenant improvements in such comparable spacespaces. The Concessions shall If in determining the Option Rent a tenant improvement allowance is granted, Landlord may, at Landlord's sole option, elect to grant some or all of the tenant improvement allowance as an allowance for the refurbishment of the Premises and, if none or only a portion of such allowance is granted to Tenant to adjust the rental rate component of the Option Rent to be reflected in the an effective rental rate (based upon a future value interest rate equal to the Interest Rate minus two percent (2.0%)) which effective rental rate shall take into consideration deducts the total dollar value of such Concessions as amortized on a straight-line basis over the applicable term tenant improvement allowance not granted to Tenant pursuant to the terms of the Comparable Transaction this sentence (in which case such Concessions the tenant improvement allowance evidenced in the effective rental rate shall not be granted to Tenant)) payable by Tenant. The term “Comparable Buildings” shall mean the Building and those other life sciences buildings which are comparable to the Building in terms of age (based upon the date of completion of construction or major renovation of to the building), quality of construction, level of services and amenities, size and appearance, and are located in South San Francisco, California and the surrounding commercial area.

Option Rent. The annual Rent payable by Tenant during the each Option Term (the “Option Rent”) shall be equal to the “Fair Rental ValueMarket Rent Rate,” as that term is defined below, for the Premises as of the commencement date of the such Option Term. The “Fair Rental ValueMarket Rent Rate,” as used in this Lease, shall be equal to determined by calculating the net rent, which net rent shall then be adjusted on an effective basis, which net effective rent shall then be present valued and reduced by all upfront concessions and, thereafter, shall be future valued into an average annual rent per rentable square foot constant rental rate figure (including additional rent and considering collectively, the “Constant Rate Equivalent Approach”). The Fair Market Rent Rate shall take into consideration any “base year” or “expense stop” applicable thereto), including all escalations, at which tenants (pursuant to leases consummated within the twelve (12) month period preceding the first day of the Option Term), are leasing non-sublease, non-encumbered, non-equity space which is not significantly greater or smaller comparable in size than size, location and quality to the subject space, with a comparable level of improvements (excluding any property that Tenant would be allowed to remove from the Premises at the termination of the Lease)Premises, for a comparable lease termterm of five (5) years, in an arm’s length transaction, which comparable space is located in the “Comparable Buildings,” as that term is defined in this Section 2.2.2, below (transactions satisfying the foregoing criteria shall be known as the “Comparable Transactions”), with Comparable Transactions in the Building being given the most weight, and taking into consideration differences in the age and quality of such buildings, the differences in the historical rental rates ascribed to such buildings, the floor height of, and the views from, the comparable space vis-à-vis the subject space, and making adjustments for the following concessions (the “Concessions”): (a) rental abatement concessions, if any, being granted such tenants in connection with such comparable space; (b) tenant improvements or allowances provided or to be provided for such comparable space, and taking into account the value, if any, of the existing improvements in the subject space, such value to be based upon the age, condition, design, quality of finishes and layout of the improvements and the extent to which the same can be utilized by a general office/lab user other than Tenantimprovements; and (c) other reasonable monetary concessions being granted such tenants in connection with such comparable space; provided, however, that in calculating the Fair Rental Value, no consideration shall be given to the fact that Landlord is or is not required to pay a real estate brokerage commission in connection with Tenant’s exercise of its right to extend the Lease Term, or the fact that landlords are or are not paying real estate brokerage commissions in connection with such comparable space. The Concessions shall be reflected in the effective rental rate (which effective rental rate shall take into consideration the total dollar value of such Concessions as amortized on a straight-line basis over the applicable term of the Comparable Transaction (in which case such Concessions evidenced in the effective rental rate shall not be granted to Tenant)) payable by Tenant. The term “Comparable Buildings” shall mean the Building and those other life sciences buildings which are comparable to the Building in terms of age (based upon the date of completion of construction or major renovation of to the building), quality of construction, level of services and amenities, size and appearance, and are located in South San Francisco, California and the surrounding commercial area.[535 Mission Street]

Option Rent. The annual Base Rent payable by Tenant during the Option Term (the “"Option Rent”") shall be equal to the “"Fair Rental Value,” " as that term is defined below, for the Premises as of the commencement date of the Option Term. The “"Fair Rental Value,” " as used in this LeaseFirst, shall be equal to the annual rent per rentable square foot (including additional rent and considering any “"base year” " or “"expense stop” " applicable thereto), including all escalations, at which tenants (pursuant to leases consummated within the twelve (12) month period preceding the first day of the Option Term), are leasing non-sublease, non-encumbered, non-equity space which is not significantly greater or smaller in size than the subject space, with a comparable level of improvements (excluding any property that Tenant would be allowed to remove from the Premises at the termination of the Lease), for a comparable lease term, in an arm’s 's length transaction, which comparable space is located in the “Building or in "Comparable Buildings,” " as that term is defined in this Section 2.2.26.2, below (transactions satisfying the foregoing criteria shall be known as the “"Comparable Transactions”"), taking into consideration the following concessions (the “"Concessions”"): (a) rental abatement concessions, if any, being granted such tenants in connection with such comparable space; (b) tenant improvements or allowances provided or to be provided for such comparable space, and taking into account the value, if any, of the existing improvements in the subject space, such value to be based upon the age, condition, design, quality of finishes and layout of the improvements and the extent to which the same can be utilized by a general office/lab user other than Tenantimprovements; and (c) other reasonable monetary concessions being granted such tenants in connection with such comparable space; provided, however, that in calculating the Fair Rental Value, no consideration shall be given to (i) the fact that Landlord is or is not required to pay a real estate brokerage commission in connection with Tenant’s 's exercise of its right to extend the Lease Term, or the fact that landlords are or are not paying real estate brokerage commissions in connection with such comparable space, and (ii) any construction period, if any, granted to tenants in Comparable Transactions in connection with the design, permitting and construction of tenant improvements in such comparable spaces. The Fair Rental Value shall additionally include a determination as to whether, and if so to what extent, Tenant must provide Landlord with financial security, such as a letter of credit or guaranty, for Tenant's Rent obligations in connection with Tenant's lease of the Premises during the Option Term. Such determination shall be made by reviewing the extent of financial security then generally being imposed in Comparable Transactions from tenants of comparable financial condition and credit history to the then existing financial condition and credit history of Tenant (with appropriate adjustments to account for differences in the then-existing financial condition of Tenant and such other tenants). The Concessions (A) shall be reflected in the effective rental rate (which effective rental rate shall take into consideration the total dollar value of such Concessions as amortized on a straight-line basis over the applicable term of the Comparable Transaction (in which case such Concessions evidenced in the effective rental rate shall not be granted to Tenant)) payable by Tenant, or (B) at Landlord’s election, all such Concessions shall be granted to Tenant in kind. The term “Comparable Buildings” shall mean the Building and those other life sciences buildings which are comparable to the Building in terms of age (based upon the date of completion of construction or major renovation of to the building), quality of construction, level of services and amenities, size and appearance, and are located in First Class Life Sciences Project in South San Francisco, California and the surrounding commercial area.

Option Rent. The annual Base Rent payable by Tenant during the any Option Term (the “Option Rent”) shall be equal to the “Fair Rental Value,” as that term is defined below, for the Premises as of the commencement date of the Option Term. The “Fair Rental Value,” as used in this Lease, shall be equal to the annual rent per rentable square foot (including additional rent with consideration of the NNN nature of this Lease, and considering any “base year” or “expense stop” applicable theretoto Comparable Transactions), including all escalations, at which tenants (pursuant to leases consummated within the twelve (12) month period preceding the first day of the Option Term), are leasing non-non- sublease, non-encumbered, non-equity space which is not significantly greater or smaller in size than the subject space, with a comparable level of improvements (excluding any property that Tenant would be allowed to remove from the Premises at the termination of the Lease), for a comparable lease term, in an arm’s length transaction, which comparable space is located in the “Comparable Buildings,” as that term is defined in this Section 2.2.2, below (transactions satisfying the foregoing criteria shall be known as the “Comparable Transactions”), taking into consideration the following concessions (the “Concessions”): (a) rental abatement concessions, if any, being granted such tenants in connection with such comparable space; (b) tenant improvements or allowances provided or to be provided for such comparable space, and taking into account the value, if any, of the existing improvements in the subject space, such value to be based upon the age, condition, design, quality of finishes and layout of the improvements and the extent to which the same can be utilized by a general office/lab user other than Tenant; and (c) other reasonable monetary concessions being granted such tenants in connection with such comparable space; provided, however, that in calculating the Fair Rental Value, no consideration shall be given to the fact that Landlord is or is not required to pay a real estate brokerage commission in connection with Tenant’s exercise of its right to extend the Lease Term, or the fact that landlords are or are not paying real estate brokerage commissions in connection with such comparable space. The Concessions shall be reflected in the effective rental rate (which effective rental rate shall take into consideration the total dollar value of such Concessions as amortized on a straight-line basis over the applicable term of the Comparable Transaction (in which case such Concessions evidenced in the effective rental rate shall not be granted to Tenant)) payable by Tenant. The term “Comparable Buildings” shall mean the Building and those other life sciences buildings which are comparable to the Building in terms of age (based upon the date of completion of construction or major renovation of to the building), quality of construction, level of services and amenities, size and appearance, and are located in South San Francisco, California and the surrounding commercial area.

Option Rent. The Except as provided in the last sentence of this Section 2, the annual Base Rent payable by Tenant during the Option Term (the “Option Rent”) shall be equal to the “Fair Market Rental Value,Rate” as that term is defined belowfor the Renewal Premises. As used herein, the “Fair Market Rental Rate” for purposes of determining the Option Rent payable by Tenant for the Option Term (or, for the Premises initial Post-24 Month ROFO Space Term for the applicable Post-24 Month ROFO Space if leased by Tenant pursuant to Article 28 of the Lease, as the case may be, but only if the ROFO Floor Rent is not applicable thereto because such ROFO Floor Rent is less than such applicable Fair Market Rental Rate for such applicable Post-24 Month ROFO Space) shall mean the annual Base Rent at which non-equity tenants, as of the commencement date of the Option Term. The “Fair Rental Value,” Term (or the ROFO Space Commencement Date of such initial Post-24 Month ROFO Space Term for such applicable Post-24 Month ROFO Space, as used in this Lease, shall be equal to the annual rent per rentable square foot (including additional rent and considering any “base year” or “expense stop” applicable theretocase may be), including all escalations, at which tenants (pursuant to leases consummated within the twelve (12) month period preceding the first day of the Option Term), are will be leasing non-sublease, non-encumberedequity, non-equity unencumbered space which is not significantly greater on a full service gross basis comparable in size, location and quality to the Renewal Premises (or smaller in size than such applicable Post-24 Month ROFO Space, as the subject space, with a comparable level of improvements (excluding any property that Tenant would be allowed to remove from the Premises at the termination of the Lease), case may be) for a comparable lease term, in an arm’s length transaction, which comparable space is located in the Complex and in other first-class office and retail complexes in the Cottonwood sub-market of Salt Lake City, Utah (collectively, the “Comparable Buildings,” as that term is defined in this Section 2.2.2, below (transactions satisfying the foregoing criteria shall be known as the “Comparable Transactions”), taking into consideration the following free rent, all out-of-pocket monetary concessions (the “Concessions”): (a) rental abatement concessions, if any, and inducements generally being granted at such tenants in connection with time for such comparable space; space leased by tenants of comparable net worth as Tenant (b) including, without limitation, any tenant improvements or allowances provided or to be improvement allowance provided for such comparable space, and with the amount of such tenant improvement allowance (calculated as a per usable square foot basis) to be provided for the Renewal Premises (or such applicable Post-24 Month ROFO Space, as the case may be) during the Option Term (or such initial Post-24 Month ROFO Space Term for such applicable Post-24 Month ROFO Space, as the case may be) to be determined after taking into account the value, if any, of the existing improvements in the subject space, such value to be based upon the age, condition, design, quality of finishes and layout of the tenant improvements and the extent to which the same can be utilized by a general office/lab user other than Tenant; and (c) other reasonable monetary concessions being granted such tenants in connection with such comparable space; provided, however, that in calculating the Fair Rental Value, no consideration shall be given to the fact that Landlord is or is not required to pay a real estate brokerage commission in connection with Tenant’s exercise of its right to extend the Lease Term, or the fact that landlords are or are not paying real estate brokerage commissions in connection with such comparable space. The Concessions shall be reflected in the effective rental rate Renewal Premises (which effective rental rate shall take into consideration the total dollar value of or such Concessions as amortized on a straight-line basis over the applicable term of the Comparable Transaction (in which case such Concessions evidenced in the effective rental rate shall not be granted to Tenant)) payable by Tenant. The term “Comparable Buildings” shall mean the Building and those other life sciences buildings which are comparable to the Building in terms of age (based upon the date of completion of construction or major renovation of to the building), quality of construction, level of services and amenities, size and appearance, and are located in South San Francisco, California and the surrounding commercial area.Post-

Option Rent. The annual Rent payable by Tenant during the Option Term, including the Base Rent and Additional Rent, and the parking charges, if any, for the parking spaces to be used by Tenant during the Option Term (collectively, the “Option Rent”"OPTION RENT") shall be equal to the “Fair Market Rental Value,” as that term is defined below, Rate for the Premises Premises. As used herein, the "FAIR MARKET RENTAL RATE" for purposes of determining the Option Rent for the Option Term (or the First Offer Space Rent for the First Offer Space if, and only if, the provisions of Section 1.6.3.2 of the Lease apply, as the case may be), shall mean the Rent at which tenants, as of the commencement date of the Option Term. The “Fair Rental Value,” Term (or the lease term for the First Offer Space, as used in this Lease, shall be equal to the annual rent per rentable square foot (including additional rent and considering any “base year” or “expense stop” applicable theretocase may be), including all escalations, at which tenants (pursuant to leases consummated within the twelve (12) month period preceding the first day of the Option Term), are will be leasing non-subleasesublease space comparable in size, non-encumbered, non-equity space which is not significantly greater or smaller in size than the subject space, with a comparable level of improvements (excluding any property that Tenant would be allowed location and quality to remove from the Premises at (or the termination of First Offer Space, as the Leasecase may be), for a comparable lease term, in an arm’s length transaction, which comparable space is located in the “Comparable Buildings,” as that term is defined Building and the Other Buildings and in this Section 2.2.2other comparable first class office/R&D buildings in the Sorrento Mesa, below Sorrento Valley and Torrey Pines market areas (transactions satisfying collectively, the foregoing criteria shall be known "COMPARABLE BUILDINGS"), xxxxxx xxxx consideration (i) all free rent and other out-of-pocket concessions generally being granted at such time for such comparable space for the Option Term (or the First Offer Space Term for the First Offer Space, as the “Comparable Transactions”case may be), taking into consideration the following concessions (the “Concessions”): (a) rental abatement concessionsincluding, if anywithout limitation, being granted such tenants in connection with such comparable space; (b) any tenant improvements or allowances provided or to be improvement allowance provided for such comparable space, and with the amount of such tenant improvement allowance to be provided for the Premises during the Option Term (or for the First Offer Space during the First Offer Space Term, as the case may be), to be determined after taking into account the valueage, quality and layout of the tenant improvements in the Premises as of the commencement of the Option Term (or in the First Offer Space as of the commencement date of the First Offer Space Term therefor, as the case may be), and (ii) the parking charges, if any, established by Landlord for the reserved and unreserved parking spaces to be used by Tenant during the Option Term (or for the First Offer Space during the First Offer Space Term, as the case may be) consistent with the parking charges, if any, charged by landlords of Comparable Buildings for reserved and unreserved (as applicable) parking spaces at such Comparable Buildings, plus all applicable parking taxes. Any such parking charges, if any, shall be determined concurrently with the determination of the existing improvements Fair Market Rental Rate as set forth in the subject space, such value to be based upon the age, condition, design, quality of finishes this Extension Option Rider. All other terms and layout conditions of the improvements and Lease shall apply throughout the extent to which the same can be utilized by a general office/lab user other than TenantOption Term; and (c) other reasonable monetary concessions being granted such tenants in connection with such comparable space; provided, however, that Tenant shall, in calculating no event, have the Fair Rental Value, no consideration shall be given to the fact that Landlord is or is not required to pay a real estate brokerage commission in connection with Tenant’s exercise of its right option to extend the Lease Term, or Term beyond the fact that landlords are or are not paying real estate brokerage commissions Option Term described in connection with such comparable space. The Concessions shall be reflected in the effective rental rate (which effective rental rate shall take into consideration the total dollar value of such Concessions as amortized on a straight-line basis over the applicable term of the Comparable Transaction (in which case such Concessions evidenced in the effective rental rate shall not be granted to Tenant)) payable by Tenant. The term “Comparable Buildings” shall mean the Building and those other life sciences buildings which are comparable to the Building in terms of age (based upon the date of completion of construction or major renovation of to the building), quality of construction, level of services and amenities, size and appearance, and are located in South San Francisco, California and the surrounding commercial areaSection 1 above.

Option Rent. The annual Rent payable by Tenant during the Option Term (the “Option "Rent”) shall be equal to the “Fair Rental Value,” " as that term is defined in Section 4.1 below, payable by Tenant during each Option Term (the "Option Rent") will be adjusted to ninety-five percent (95%) of "Fair Market Rent" as of the commencement of the applicable Option Term determined in the manner set forth below. As used herein, "Fair Market Rent" shall mean the rental rate that Landlord has accepted in current transactions over the preceding six (6) months between non-affiliated parties from new, non-expansion, non-renewal, and non-equity tenants, for comparable space, for a comparable use for a comparable period of time ("Comparable Transactions") in the Building, or if there are not a sufficient number of Comparable Transactions in the Building, what a comparable landlord of other similar office buildings in the vicinity of the Building ("Comparable Building") with comparable vacancy factors would accept in comparable transactions. In any determination of Comparable Transactions appropriate consideration shall be given to the annual rental rates per rentable square foot, the standard of measurement by which the rentable square footage is measured, the ratio of rentable square feet to usable square feet, the type of escalation clause (e.g., whether increases in additional rent are determined on a net or gross basis, and if gross, whether such increases are determined according to a base year or a base dollar amount expense stop), the extent of Tenant's liability under the Lease, abatement provisions reflecting free rent and/or no rent during the period of construction or subsequent to the commencement date as to the space in question, brokerage commissions, if any, which would be payable by Landlord in similar transactions, length of the lease term, size and location of premises being leased, building standard work letter and/or tenant improvement allowances, if any, and other generally applicable conditions of tenancy for such Comparable Transactions. The intent is that Tenant will obtain the same rent and other economic benefits that Landlord would otherwise give in Comparable Transactions and that Landlord will make, and receive the same economic payments and concessions that Landlord would otherwise make, and receive in Comparable Transactions. If, for example, after applying the criteria set forth above, Comparable Transactions provide a new tenant with comparable space at Thirty-Two Dollars ($32) per rentable square foot, with a Ten Dollar ($10) base amount expense stop, three (3) months at no rent to construct improvements, four (4) months' free rent, Fifty Dollars ($50) per usable square foot tenant improvement allowance, a "lease takeover" obligation in the amount of One Hundred Thousand Dollars ($100,000), a brokerage commission of Fifty Thousand Dollars ($50,000), and certain other generally applicable economic terms, the Fair Market Rental Rate for Tenant shall not be Thirty-Two Dollars ($32) per rentable square foot only, but shall be the equivalent of Thirty-Two Dollars ($32) per rentable square foot, a Ten Dollar ($10) base amount expense stop, three (3) months at no rent to construct improvements or three (3) months' additional free rent in lieu of such construction, an additional four (4) months' free rent, Fifty Dollars ($50) per usable square foot tenant improvement allowance or credit or payment in lieu of such allowance, One Hundred Thousand Dollars ($100,000) credit or cash payment in lieu of a lease takeover, a payment to Tenant's then broker or other credit to Tenant of a Fifty Thousand Dollar ($50,000) brokerage commission (or if Tenant is not then represented by a broker, Tenant shall receive credit in the amount of the brokerage commission that Landlord would have otherwise been required to pay) and such other generally applicable economic terms. No later than thirty (30) days after Landlord's receipt of notice of Tenant's exercise of its option to extend the Lease Term pursuant to Section 2.2.1 of this Lease, Landlord shall deliver to Tenant a statement ("Landlord's Statement") setting forth the Fair Market Rent for the Premises as of the commencement of the applicable Option Term, as determined by Landlord in Landlord's good faith judgment. Within thirty (30) days after receipt of Landlord's Statement ("Tenant's Review Period"), Tenant may elect to either: (i) accept in writing the Fair Market Rent, as set forth in Landlord's Statement; or (ii) give written notice ("Arbitration Notice") to Landlord that Tenant desires to have the Fair Market Rent determined by arbitration (or appraisal, if applicable) pursuant to the procedures set forth herein. If Tenant does not deliver an Arbitration Notice to Landlord within thirty (30) days after Landlord's delivery of Landlord's Statement to Tenant, Tenant shall be deemed to have rejected Landlord's Statement of the Fair Market Rent and the Fair Market Rent shall be determined by arbitration pursuant to the procedures set forth below. Within five (5) business days after the end of Tenant's Review Period, Landlord and Tenant shall meet and negotiate in good faith to determine the Fair Market Rent. If Landlord and Tenant are unable to agree upon the Fair Market Rent, then within fifteen (15) days after Landlord's receipt of the Arbitration Notice in accordance with this Section, Landlord and Tenant shall jointly meet to agree upon and appoint an independent, unaffiliated arbitrator who shall by profession be a real estate lawyer who shall have been active over the five (5) year period ending on the date of such appointment in the Option Term. The “Fair Rental Value,” as used leasing of comparable commercial properties in this Lease, shall be equal to the annual rent per rentable square foot (including additional rent and considering any “base year” or “expense stop” applicable thereto), including all escalations, at which tenants (pursuant to leases consummated within the twelve (12) month period preceding the first day vicinity of the Option Term), are leasing non-sublease, non-encumbered, non-equity space which is not significantly greater or smaller in size than Building to determine the subject space, with a comparable level of improvements (excluding any property that Tenant would be allowed to remove from the Premises at the termination of the Lease), for a comparable lease term, in an arm’s length transaction, which comparable space is located in the “Comparable Buildings,” as that term is defined in this Section 2.2.2, below (transactions satisfying the foregoing criteria shall be known as the “Comparable Transactions”), taking into consideration the following concessions (the “Concessions”): (a) rental abatement concessions, if any, being granted such tenants in connection with such comparable space; (b) tenant improvements or allowances provided or to be provided for such comparable space, and taking into account the value, if any, of the existing improvements in the subject space, such value to be based upon the age, condition, design, quality of finishes and layout of the improvements and the extent to which the same can be utilized by a general office/lab user other than Tenant; and (c) other reasonable monetary concessions being granted such tenants in connection with such comparable spaceFair Market Rent; provided, however, that in calculating Landlord may elect to have the Fair Rental Value, no consideration shall be given to the fact that Landlord is or is not required to pay Market Rent determined by a real estate brokerage commission appraiser mutually agreeable to Landlord and Tenant. Landlord must make such election within ten (10) days after the end of Tenant's Review Period. Such appraiser shall be a member of the American Appraisal Institute or its successor organization and have at least five (5) years' full-time experience appraising office properties in connection the area in which the Building is located. Neither Landlord or Tenant shall consult with Tenant’s exercise of its right the appointed arbitrator or appraiser, as applicable, as to extend his or her opinion as to Fair Market Rent prior to the Lease Term, or the fact that landlords are or are not paying real estate brokerage commissions in connection with such comparable spaceappointment. The Concessions arbitrator or appraiser, as applicable, shall determine the Fair Market Rent with thirty (30) days of his or her appointment. If an arbitrator (as opposed to an appraiser) is retained to determine the Fair Market Rent, such arbitrator may hold hearings and require such briefs as the arbitrator, in his or her sole discretion, determines necessary. The parties shall each submit their determination of the Fair Market Rent to the arbitrator or appraiser, as applicable. The Fair Market Rent shall equal the Fair Market Rent submitted by Landlord or Tenant that is closest to the Fair Market Rent determined by the arbitrator or appraiser, as applicable, and the arbitrator or appraiser, as applicable, shall notify Landlord and Tenant of his or her decision. If the parties fail to select a qualified arbitrator or appraiser, as applicable, an arbitrator or appraiser, as applicable, shall be reflected selected by the then-Presiding Judge of the Superior Court of the State of California of the County in which the effective rental rate (which effective rental rate Premises are located, acting in his individual judicial capacity. Each Party shall take into consideration pay one-half of the total dollar value arbitrator's or appraiser's, as applicable, fee and costs. The decision of the arbitrator or appraiser, as applicable, shall be binding upon Landlord and Tenant. During the period requiring the adjustment of Annual Base Rent to the Option Rent, Tenant shall pay, as Annual Base Rent pending such Concessions as amortized on a straight-line basis over determination, the Annual Base Rent in effect for the Premises immediately prior to such adjustment; provided, however, that upon the determination of the applicable term Fair Market Rent, Tenant shall pay Landlord the difference between the amount of Annual Base Rent Tenant actually paid and the Comparable Transaction (applicable Option Rent determined in which case such Concessions evidenced in the effective rental rate shall not be granted to Tenant)) payable by Tenant. The term “Comparable Buildings” shall mean the Building and those other life sciences buildings which are comparable to the Building in terms of age (based accordance herewith immediately upon the date determination of completion Fair Market Rent. Any amount of construction or major renovation of Annual Base Rent Tenant has actually paid to Landlord which exceeds the building), quality of construction, level of services and amenities, size and appearance, and are located applicable Option Rent determined in South San Francisco, California and the surrounding commercial areaaccordance herewith shall be credited against Tenant's future Annual Base Rent obligations.

Option Rent. The annual Rent payable by Tenant during the Option Term (the “Option Rent”) shall be equal to the “Fair Rental Value,” as that term is defined below, for the Premises as of the commencement date of the Option Term. The “Fair Rental Value,” as used in this Lease, shall be equal to the annual Fair Market Value (as hereinafter defined) determined for each Portion of the Premises as of commencement of the applicable Option Term (the “Calculation Date”). “Fair Market Value” for a particular Portion of the Premises shall mean the fair market annual rent per rentable square foot (including additional rent and considering any “base year” or “expense stop” applicable thereto)) for such Portion of the Premises, including taking into account all escalations, at which tenants (pursuant to leases consummated within the twelve (12) month period preceding the first day which, as of the Option Term)Calculation Date, tenants are leasing non-sublease, non-encumbered, non-equity space which is not significantly greater or smaller comparable in size than size, location and quality to the subject space, with a comparable level applicable floor of improvements (excluding any property that Tenant would be allowed to remove from the Premises at the termination of the Lease), (or portion thereof) for a comparable lease termterm of five (5) years, in an arm’s arm’s-length transaction, which comparable space is located in the Building or in Two Xxxxxx, or in other first-class commercial office buildings (“Comparable Buildings,” as that term is defined ”) in this Section 2.2.2the North and South San Francisco Financial Districts and the San Francisco SOMA Area (collectively, below the “Market Area”), and which comparable transactions (transactions satisfying the foregoing criteria shall be known as collectively, the “Comparable Transactions”)) are entered into within the six (6) month period immediately preceding Landlord’s delivery of the “Option Rent Notice” (defined below) to Tenant, taking into consideration the following concessions (the “Concessions”): (a) rental abatement concessions, if any, being granted such tenants in connection with such comparable space; (b) tenant improvements or allowances provided or to be provided for such comparable space, and taking into account account, and deducting the valuevalue of, if any, of the existing improvements in the subject spaceapplicable portion of the Premises, such value to be based upon the age, condition, design, quality of finishes and layout of the improvements and the extent to which the same can be utilized by a general office/lab user other than Tenant based upon the fact that the precise tenant improvements existing in the Premises are specifically suitable to Tenant; and (c) other reasonable monetary concessions being granted such tenants in connection with such comparable space, (d) the rental rate and escalations for the Comparable Transactions, (e) the amount of parking rent per parking permit paid in the Comparable Transactions, if any, (f) operating expense and tax protection granted in such Comparable Transactions such as a base year or expense stop; provided(g) the size of the floor(s) of the Premises as compared to the size the premises leased in the Comparable Transaction; (h) views, however, that and (i) the brokerage commissions payable in calculating connection with the Fair Rental Value, no consideration shall be given Comparable Transaction compared to the fact that no broker commissions are payable under this Lease in connection with the Option Term (unless Landlord is or is not required to pay paying a real estate brokerage commission in connection with Tenantsuch Option Term). If Tenant timely disputes Landlord’s exercise determination of its right to extend Fair Market Value in accordance with Section 2.2.3 below, then the Lease Term, or the fact that landlords are or are not paying real estate brokerage commissions in connection with such comparable space. The Concessions dispute shall be reflected resolved by arbitration as provided in the effective rental rate (which effective rental rate shall take into consideration the total dollar value of such Concessions as amortized on a straight-line basis over the applicable term of the Comparable Transaction (in which case such Concessions evidenced in the effective rental rate shall not be granted to Tenant)) payable by Tenant. The term “Comparable Buildings” shall mean the Building and those other life sciences buildings which are comparable to the Building in terms of age (based upon the date of completion of construction or major renovation of to the building), quality of construction, level of services and amenities, size and appearance, and are located in South San Francisco, California and the surrounding commercial areaSection 2.2.3 below.

Option Rent. The annual Rent payable by Tenant during the Option Term (the “Option Rent”) shall be equal to the “Fair Rental Value,Market Rent Rate;” as that term is defined belowprovided, however, in no event shall the monthly Base Rent for the Premises as of the commencement date first year of the Option TermTerm be less than the monthly Base Rent payable during the 4th Lease Year. The “Fair Rental Value,Market Rent Rate” as used in this Lease, shall be equal to the annual rent per rentable square foot (including additional rent and considering any “base year” or “expense stop” applicable thereto), including all escalations, at which tenants (tenants, as of the commencement of the Option Term are, pursuant to leases consummated transactions completed within the twelve fifteen (1215) month period preceding prior to the first day commencement date of the Option Term), are leasing non-sublease, non-encumbered, non-equity equity, non-renewal, non-expansion space which is not significantly greater or smaller reasonably comparable in size than the subject spacesize, with a comparable level of improvements (excluding any property that Tenant would be allowed location and quality to remove from the Premises at the termination of the Lease), for a comparable similar lease term, in an arm’s arms length transaction, which comparable space is located in the “Comparable Buildings,” as that term is defined in this Section 2.2.2, below (transactions satisfying the foregoing criteria shall be known as the “Comparable Transactions”), in either case taking into consideration the following concessions (the “Concessions”): (a) rental abatement concessions, if any, being granted such tenants in connection with such comparable space; , (b) tenant improvements or allowances provided or to be provided for such comparable space, and taking into account account, and deducting the valuevalue of, if any, of the existing improvements in the subject spacePremises, such value to be based upon the age, condition, design, quality of finishes finishes, and layout of the improvements and (but not existing improvements which were paid for by Tenant in excess of the extent to which the same can be utilized by a general office/lab user other than Tenant; and Improvement Allowance), (c) parking rights and charges being provided for tenants in connection with such comparable space, and (d) all other reasonable monetary concessions and non-monetary concessions, if any, being granted such tenants in connection with such comparable space; provided. For purposes of this Lease, however“Comparable Buildings” shall mean buildings of comparable age, that quality of construction, appearance and quality of common area improvements located in calculating Calabasas, Westlake and Agoura Hills, California. The Base Year for the Fair Rental Value, no consideration Option Term shall be given the calendar year that contains the first day of the Option Term. In the determination of the Option Rent, if Concessions are granted to Tenant, Landlord may, at Landlord’s sole option, elect any or a portion of the fact that Landlord is following: (1) to grant the Concessions to Tenant in the form as described above (i.e., as free rent or is not required to pay a real estate brokerage commission in connection with Tenant’s exercise of its right to extend the Lease Termas an improvement or other allowance), or the fact that landlords are or are not paying real estate brokerage commissions in connection with such comparable space. The Concessions shall be reflected (2) in the event the value of the Concessions exceeds $5.00 per rentable square foot of the Premises, to grant only the first $5.00 per rentable square foot in the manner as set forth in item (1), and to adjust the rental rate component of the Option Rent to be an effective rental rate (which effective rental rate shall take takes into consideration the total dollar value of such Concessions as amortized on a straight-line basis over the applicable term in excess of $5.00 per rentable square foot of the Comparable Transaction Premises (in which case such the Concessions in excess of $5.00 per rentable square foot of the Premises evidenced in the effective rental rate shall not be granted to Tenant)) payable by Tenant. The term “Comparable Buildings” Fair Market Rent Rate shall mean the Building and those other life sciences buildings which are comparable to the Building in terms of age (additionally include a determination, based upon the date financial condition of completion Tenant at the time such determination is made, as to whether, and if so to what extent, Tenant must provide Landlord with financial security, such as a letter of construction credit or major renovation guaranty, for Tenant’s Rent obligations during the Option Term. Such determination shall be made by reviewing the extent of financial security then generally being imposed in Comparable Transactions from tenants of comparable financial condition and credit history to the buildingthen existing financial condition and credit history of Tenant (with appropriate adjustments to account for differences in the then-existing financial condition of Tenant and such other tenants). Notwithstanding the foregoing, quality Tenant shall not be required to provide additional financial security if Tenant’s financial condition at the time of construction, level exercise of services and amenities, size and appearance, and are located in South San Francisco, California and the surrounding commercial areaOption is comparable to its financial condition as of the date hereof.

Option Rent. The annual Rent payable by Tenant during the Option Term (the “Option Rent”) shall be equal to the “Fair Rental Value,” Market Rent as that term is defined set forth below, for the Premises as . For purposes of the commencement date of the Option Term. The “Fair Rental Value,” as used in this Lease, the term “Market Rent” shall be equal to the annual mean rent per rentable square foot (including additional rent and considering any “base year” or “expense stop” applicable thereto), including all escalations, at which tenants (tenants, as of the commencement of the applicable term are, pursuant to leases consummated transactions completed within the twelve twenty-four (1224) month period preceding months prior to the first day of the applicable Option Term), are leasing non-sublease, non-encumbered, non-synthetic, non-equity space which is not significantly greater or smaller (unless such space was leased pursuant to a definition of “fair market” comparable to the definition of Market Rent) comparable in size than the subject spacesize, with a comparable level of improvements (excluding any property that Tenant would be allowed location and quality to remove from the Premises at the termination of the Lease), for a comparable lease term, “Comparable Term,” as that term is defined in an arm’s length transactionthis Section 2.2.2 (the “Comparable Deals”), which comparable space is located in the “Comparable Buildings,” as that term is defined in this Section 2.2.2, below giving appropriate consideration to the annual rental rates per rentable square foot (transactions satisfying adjusting the foregoing criteria shall be known base rent component of such rate to reflect a net value after accounting for whether or not utility expenses are directly paid by the tenant such as the “Comparable Transactions”Tenant’s direct utility payments provided for in Section 6.1 of this Lease), the standard of measurement by which the rentable square footage is measured, the ratio of rentable square feet to usable square feet, and taking into consideration only, and granting only, the following concessions (provided, however, that the rent payable in Comparable Deals in which the terms of such Comparable Deals are determined by use of a discounted fair market rate formula (e.g., at 95% of the FMV) shall be equitably increased in order that such Comparable Deals will not reflect a discounted rate; provided further, however, that the rent payable in Comparable Deals in which the terms of such Comparable Deals are determined by use of a premium over the fair market rate formula (e.g., at 105% of the FMV) shall be equitably decreased in order that such Comparable Deals will not reflect a premium rate) (collectively, the “Rent Concessions”): (a) rental abatement concessionsconcessions or build-out periods, if any, being granted such tenants in connection with such comparable spacespaces; (b) tenant improvements or allowances provided or to be provided for such comparable space, and taking into account the value, if any, value of the existing improvements in the subject spacePremises, such value to be based upon the age, condition, design, quality of finishes and layout of the improvements and the extent to which the same can could be utilized by a general office/lab user other than office users as contrasted with this specific Tenant; and , (c) Proposition 13 protection, and (d) all other reasonable monetary concessions concessions, if any, being granted such tenants in connection with such comparable space; provided, however, that in calculating the Fair Rental Value, no consideration shall be given to the fact that Landlord is or is not required to pay a real estate brokerage commission in connection with Tenant’s exercise of its right to extend the Lease Term, or the fact that landlords are or are not paying real estate brokerage commissions in connection with such comparable space. The Concessions shall be reflected in the effective rental rate (which effective rental rate shall take into consideration the total dollar value of such Concessions as amortized on a straight-line basis over the applicable term of the Comparable Transaction (in which case such Concessions evidenced in the effective rental rate shall not be granted to Tenant)) payable by Tenant. The term “Comparable Buildings” shall mean the Building and those other life sciences buildings which are comparable to the Building in terms of age (based upon the date of completion of construction or major renovation of to the building), quality of construction, level of services and amenities, size and appearance, and are located in South San Francisco, California and the surrounding commercial area.in

Option Rent. The annual Rent payable by Tenant during the Option Term (the “"Option Rent”") shall be equal to the “Fair Rental Value,” Market Rent as that term is defined set forth below, for the Premises as . For purposes of the commencement date of the Option Term. The “Fair Rental Value,” as used in this Lease, the term "Market Rent" shall be equal to the annual mean rent per rentable square foot (including additional rent and considering any “"base year” " or “"expense stop” " applicable thereto), including all escalations, at which tenants (tenants, as of the commencement of the applicable term are, pursuant to leases consummated transactions completed within the twelve (12) month period preceding months prior to the first day of date Tenant delivers to Landlord the Option Term)"Exercise Notice," as that term is set forth below, are leasing non-sublease, non-encumbered, non-synthetic, non-equity space which is not significantly greater or smaller (unless such space was leased pursuant to a definition of "fair market" comparable to the definition of Market Rent) comparable in size than the subject spacesize, with a comparable level of improvements (excluding any property that Tenant would be allowed location and quality to remove from the Premises at the termination of the Lease), for a comparable lease term, "Comparable Term," as that term is defined in an arm’s length transactionthis Section 2.2.2 (the "Comparable Deals"), which comparable space is located in the “"Comparable Buildings,” " as that term is defined in this Section 2.2.2, below giving appropriate consideration to the annual rental rates per rentable square foot (transactions satisfying adjusting the foregoing criteria shall be known base rent component of such rate to reflect a net value after accounting for whether or not utility expenses are directly paid by the tenant such as the “Comparable Transactions”Tenant's direct utility payments provided for in Section 6.1 of this Lease), the standard of measurement by which the rentable square footage is measured, and taking into consideration only, and granting only, the following concessions (provided that the “rent payable in Comparable Deals in which the terms of such Comparable Deals are determined by use of a discounted fair market rate formula shall be equitably increased in order that such Comparable Deals will not reflect a discounted rate) (collectively, the "Rent Concessions”"): (a) rental abatement concessionsconcessions or build-out periods, if any, being granted such tenants in connection with such comparable spacespaces; (b) tenant improvements or allowances provided or to be provided for such comparable space, and taking into account the value, if any, value of the existing improvements in the subject spacePremises, such value to be based upon the age, condition, design, quality of finishes and layout of the improvements and the extent to which the same can be utilized by a general office/lab user other than this particular Tenant; and , (c) Proposition 13 protection, and (d) all other reasonable monetary concessions concessions, if any, being granted such tenants in connection with such comparable space; provided, however, that in calculating notwithstanding anything to the Fair Rental Valuecontrary herein, no consideration shall be given to the fact that Landlord is or is not required to pay a real estate brokerage commission in connection with Tenant’s exercise of its right to extend the Lease Term, applicable term or the fact that landlords are the Comparable Deals do or are do not paying involve the payment of real estate brokerage commissions in connection with such comparable spacecommissions. The Concessions term "Comparable Term" shall refer to the length of the lease term, without consideration of options to extend such term, for the space in question. In addition, the determination of the Market Rent shall include a determination as to whether, and if so to what extent, Tenant must provide Landlord with financial security, such as a letter of credit or guaranty, for Tenant's rent obligations during any Option Term. Such determination shall be reflected made by reviewing the extent of financial security then generally being imposed in Comparable Transactions upon tenants of comparable financial condition and credit history to the then existing financial condition and credit history of Tenant (with appropriate adjustments to account for differences in the then-existing financial condition of Tenant and such other tenants). If in determining the Market Rent, Tenant would, pursuant to the Comparable Deals and the Rent Concessions set forth therein, otherwise be entitled to a tenant improvement or comparable allowance for the improvement of the Premises (the "Option Term TI Allowance"), Tenant shall not be entitled and shall not be compelled, to receive such Option Term TI Allowance and Landlord shall reduce the rental rate component of the Market Rent to be an effective rental rate (which effective rental rate shall take takes into consideration the total dollar value of such Concessions as amortized on a straight-line basis over the applicable term of the Comparable Transaction (in which case such Concessions evidenced in the effective rental rate shall that Tenant will not be granted to Tenant)) payable by Tenantreceive any Option Term TI Allowance. The term “"Comparable Buildings” " shall mean the Building and those other life sciences first-class office/lab/manufacturing buildings which are comparable to the Building in terms of age (based upon the date of completion of construction or major renovation of as to the buildingbuilding containing the portion of the Premises in question), quality of construction, level of services and amenities, size and appearance, and are located in South the Sorrento Mesa area of San FranciscoDiego, California and (the surrounding commercial area"Comparable Area").

Option Rent. The annual Rent payable by Tenant during the Option Term (the “Option Rent”) shall be equal to the “Fair Rental Value,” Market Rent as that term is defined set forth below, for the Premises as of the commencement date of the Option Term. The “Fair Rental Value,” as used in this Lease, Rent payable by Tenant during the First Offer Term shall also be equal to the annual Market Rent as set forth below. For purposes of this Lease, the term “Market Rent” shall mean rent per rentable square foot (including additional rent rent, and considering (x) any “base year” or “expense stop” applicable thereto, as well as (y) the inclusion of any utility expenses as a part thereof), including all escalations, at which tenants (tenants, as of the commencement of the applicable term are, pursuant to leases consummated transactions completed within the twelve eighteen (1218) month period preceding months prior to the first day of the applicable Option TermTerm (or nine (9) months preceding the First Offer Commencement Date with respect to the First Offer Space, if applicable), are provided that timing adjustments shall be made to reflect any changes in the Market Rent following the date of any particular Comparable Transaction up to the date of the commencement of the applicable Option Term or First Option Term (as the case may be), leasing non-sublease, non-encumbered, non-synthetic, non-equity space which is not significantly greater or smaller in size than the subject space, with non-expansion space (unless such space was leased pursuant to a definition of “fair market” comparable level to the definition of improvements (excluding any property that Tenant would be allowed Market Rent) comparable in size, location and quality to remove from the Premises at (or the termination of First Offer Space, as the Lease), case may be) for a comparable lease term, “Comparable Term,” as that term is defined in an arm’s length transactionthis Section 2.3.2 (the “Comparable Deals”), which comparable space is located in the “Comparable Buildings,” as that term is defined in this Section 2.2.22.3.2, below (transactions satisfying giving appropriate consideration to the foregoing criteria shall be known as annual rental rates per rentable square foot, the “Comparable Transactions”)standard of measurement by which the rentable square footage is measured, taking into consideration the following concessions (the “Concessions”): (a) rental abatement concessions, if any, being granted such tenants in connection with such comparable space; (b) tenant improvements or allowances provided or ratio of rentable square feet to be provided for such comparable spaceusable square feet, and taking into account the value, if any, of the existing improvements in the subject space, such value to be based upon the age, condition, design, quality of finishes and layout of the improvements and the extent to which the same can be utilized by a general office/lab user other than Tenant; and (c) other reasonable monetary concessions being granted such tenants in connection with such comparable space; provided, however, that in calculating the Fair Rental Value, no consideration shall be given to the fact that Landlord is or is not required to pay a real estate brokerage commission in connection with Tenant’s exercise of its right to extend the Lease Term, or the fact that landlords are or are not paying real estate brokerage commissions in connection with such comparable space. The Concessions shall be reflected in the effective rental rate (which effective rental rate shall take into consideration the total dollar value of such Concessions as amortized on a straight-line basis over the applicable term of the Comparable Transaction (in which case such Concessions evidenced in the effective rental rate shall not be granted to Tenant)) payable by Tenant. The term “Comparable Buildings” shall mean the Building and those other life sciences buildings which are comparable to the Building in terms of age (based upon the date of completion of construction or major renovation of to the building), quality of construction, level of services and amenities, size and appearanceonly, and are located in South San Franciscogranting only, California and the surrounding commercial area.XXXXXX REALTY THE CAMPUS AT SORRENTO GATEWAY 702009.06/WLA -12- Office Lease 110045-00136/12-26-12/EG/eg [Accelrys, Inc.]

Option Rent. The annual Rent payable by Tenant during the Option Term, including the Base Rent and Additional Rent, and the parking charges, if any, for the parking spaces to be used by Tenant during the Option Term (collectively, the “Option Rent”"OPTION RENT") shall be equal to the “Fair Market Rental Value,” as that term is defined below, Rate for the Premises Premises. As used herein, the "FAIR MARKET RENTAL RATE" for purposes of determining the Option Rent for the Option Term (or the First Offer Space Rent for the First Offer Space if, and only if, the provisions of Section 1.6.3.2 of the Lease apply, as the case may be), shall mean the Rent at which tenants, as of the commencement date of the Option Term. The “Fair Rental Value,” Term (or the lease term for the First Offer Space, as used in this Lease, shall be equal to the annual rent per rentable square foot (including additional rent and considering any “base year” or “expense stop” applicable theretocase may be), including all escalations, at which tenants (pursuant to leases consummated within the twelve (12) month period preceding the first day of the Option Term), are will be leasing non-subleasesublease space comparable in size, non-encumbered, non-equity space which is not significantly greater or smaller in size than the subject space, with a comparable level of improvements (excluding any property that Tenant would be allowed location and quality to remove from the Premises at (or the termination of First Offer Space, as the Leasecase may be), for a comparable lease term, in an arm’s length transaction, which comparable space is located in the “Comparable Buildings,” as that term is defined Building and the Other Buildings and in this Section 2.2.2other comparable first class office/R&D buildings in the Sorrento Mesa, below Sorrento Valley and Torrey Pines market areas (transactions satisfying collectively, the foregoing criteria shall be known "COMPARABLE BUILDINGS"), xxxxxx xxxo consideration (i) all free rent and other out-of-pocket concessions generally being granted at such time for such comparable space for the Option Term (or the First Offer Space Term for the First Offer Space, as the “Comparable Transactions”case may be), taking into consideration the following concessions (the “Concessions”): (a) rental abatement concessionsincluding, if anywithout limitation, being granted such tenants in connection with such comparable space; (b) any tenant improvements or allowances provided or to be improvement allowance provided for such comparable space, and with the amount of such tenant improvement allowance to be provided for the Premises during the Option Term (or for the First Offer Space during the First Offer Space Term, as the case may be), to be determined after taking into account the valueage, quality and layout of the tenant improvements in the Premises as of the commencement of the Option Term (or in the First Offer Space as of the commencement date of the First Offer Space Term therefor, as the case may be), and (ii) the parking charges, if any, established by Landlord for the reserved and unreserved parking spaces to be used by Tenant during the Option Term (or for the First Offer Space during the First Offer Space Term, as the case may be) consistent with the parking charges, if any, charged by landlords of Comparable Buildings for reserved and unreserved (as applicable) parking spaces at such Comparable Buildings, plus all applicable parking taxes. Any such parking charges, if any, shall be determined concurrently with the determination of the existing improvements Fair Market Rental Rate as set forth in the subject space, such value to be based upon the age, condition, design, quality of finishes this Extension Option Rider. All other terms and layout conditions of the improvements and Lease shall apply throughout the extent to which the same can be utilized by a general office/lab user other than TenantOption Term; and (c) other reasonable monetary concessions being granted such tenants in connection with such comparable space; provided, however, that Tenant shall, in calculating no event, have the Fair Rental Value, no consideration shall be given to the fact that Landlord is or is not required to pay a real estate brokerage commission in connection with Tenant’s exercise of its right option to extend the Lease Term, or Term beyond the fact that landlords are or are not paying real estate brokerage commissions Option Term described in connection with such comparable space. The Concessions shall be reflected in the effective rental rate (which effective rental rate shall take into consideration the total dollar value of such Concessions as amortized on a straight-line basis over the applicable term of the Comparable Transaction (in which case such Concessions evidenced in the effective rental rate shall not be granted to Tenant)) payable by Tenant. The term “Comparable Buildings” shall mean the Building and those other life sciences buildings which are comparable to the Building in terms of age (based upon the date of completion of construction or major renovation of to the building), quality of construction, level of services and amenities, size and appearance, and are located in South San Francisco, California and the surrounding commercial areaSection 1 above.

Option Rent. The annual Rent rent payable by Tenant during the applicable Option Term (the “Option Rent”) shall be equal to the “Fair Rental Value,” as that term is defined below, for the Premises as of the commencement date of the such Option Term. The “Fair Rental Value,” as used in this Lease, shall be equal to the annual rent per rentable square foot (including additional rent and considering any “base year” or “expense stop” applicable thereto), including all escalations, at which tenants (pursuant to leases consummated within the twelve (12) month period preceding the first day of the Option Term), are leasing non-sublease, non-encumbered, non-equity equity, non-renewal commercial office space which is not significantly greater or smaller comparable in size than size, location and quality to the subject space, with a comparable level of improvements (excluding any property that Tenant would be allowed to remove from the Premises at the termination of the Lease)Premises, for a comparable lease term, in an arm’s length transactiontransactions consummated during the ten (10) month period (the “Rent Review Period”) prior to the date Landlord delivers the “Option Rent Notice,” as that term is defined in Section 7.4, below, which comparable commercial office space is located in the Project, or if there are not a sufficient number of comparable transactions in the Project than in “Comparable Buildings,” as that term is defined in this Section 2.2.2, below (transactions satisfying the foregoing criteria shall be known as the “Comparable Transactions”), taking into consideration all the applicable concessions generally considered in the Comparable Transaction, including, without limiation, the following concessions (collectively, the “Concessions”): (a) rental abatement concessions, if any, being granted such tenants in connection with such comparable space; (b) tenant improvements or allowances provided or to be provided for such comparable space, and taking into account account, and deducting the valuevalue of, if any, of the existing improvements in the subject spacePremises, such value to be based upon the age, condition, design, quality of finishes and layout of the improvements and the extent to which the same can be utilized by a general office/lab user other than Tenantoffice user; and (c) other reasonable monetary concessions being granted such tenants in connection with such comparable space; provided, however, that in calculating the Fair Rental Value, no consideration shall be given to (i) the fact that Landlord is or is not required to pay a real estate brokerage commission in connection with Tenant’s exercise of its right to extend lease the Lease Premises during the Option Term, or the fact that landlords are or are not paying real estate brokerage commissions and (ii) any period of rental abatement, if any, granted to tenants in comparable transactions in connection with the design, permitting and construction of tenant improvements in such comparable spacespaces. The If, in determining the Option Rent, Concessions shall be reflected are granted, Landlord may, at Landlord’s sole option, elect any or a portion of the following: (A) to grant some or all of the Concessions to Tenant in the form as described above (i.e., as free rent or as an improvement allowance), and (B) to adjust the rental rate component of the Option Rent to be an effective rental rate (which effective rental rate shall take takes into consideration the total dollar value of such the Concessions as amortized on a straight-line basis over the applicable term of the Comparable Transaction (in which case such the Concessions evidenced in the effective rental rate shall not be granted to Tenant)) payable by Tenant. The term For purposes of this Lease, “Comparable Buildings” shall mean the Building and those other life sciences buildings which are comparable to the Building in terms of age (based upon the date of completion of construction or major renovation of to the building), quality of construction, level of services and amenities, size and appearance, and are first-class commercial office projects located in South San Francisco, California with similar locations and with views and amenities similar to the surrounding commercial areaBuilding.

Option Rent. The annual Rent rent payable by Tenant during the Option Term (the “Option Rent”) shall be equal to the “Fair Market Rental Value,” as that term is defined below, for the Premises as of the commencement date of the Option TermPremises. The As used herein, “Fair Market Rental Value,” as used in this Lease, shall be equal to the annual rent per rentable square foot (including additional rent and LAKESHORE TOWERS BUILDING III [Quality Systems, Inc.] considering any “base year” or “expense stop” applicable thereto), including all escalations, at which tenants (pursuant to leases consummated within which, as of the twelve (12) month period preceding the first day commencement of the Option Term)Term taking into consideration only those transactions involving the services of a professional real estate broker, tenants are leasing non-sublease, non-encumbered, non-equity space which is not significantly greater or smaller comparable in size than the subject spacesize, with a comparable level of improvements (excluding any property that Tenant would be allowed location and quality to remove from the Premises at the termination of the Lease), for a comparable lease term, in an arm’s length transaction, term of five (5) years which comparable space is located in the “Project and in Comparable Buildings,” as that term is defined , in this Section 2.2.2, below (transactions satisfying the foregoing criteria shall be known as the “Comparable Transactions”), either case taking into consideration the following concessions (the “Concessions”): following: (a) rental abatement concessions, if any, being granted such tenants in connection with such comparable space; (b) tenant improvements or allowances provided or to be provided for such comparable space, and taking into account account, and deducting the valuevalue of, if any, of the existing improvements in the subject spacePremises, such value to be based upon the age, condition, design, quality of finishes and layout of the improvements and the extent to which the same can be utilized by a general office/lab user other than Tenant based upon the fact that the precise tenant improvements existing in the Premises are specifically suitable to Tenant; and (c) other reasonable monetary concessions being granted or charges being imposed upon such tenants in connection with such comparable space, including parking concessions or charges; provided, however, that in calculating the Fair Market Rental Value, no consideration shall be given to the fact that Landlord is or is not required to pay a real estate brokerage commission in connection with Tenant’s exercise extension of its right to extend lease of the Lease TermPremises, or the fact that landlords are or are not paying real estate brokerage commissions in connection with such comparable space. The Concessions When considering rental rates in the Comparable Buildings, adjustments shall be reflected in made to such rates to increase or decrease such rates, as applicable, based on substantial historical differences between the effective rental rate (which effective rental rate shall take into consideration the total dollar value rates of such Concessions as amortized on a straight-line basis over the applicable term of the Comparable Transaction (in which case such Concessions evidenced in the effective rental rate shall not be granted to Tenant)) payable by Tenant. The term “Comparable Buildings” shall mean the Building and those other life sciences buildings which are any applicable Comparable Building. In calculating the Option Rent, no consideration shall be given to any period of rental abatement granted to tenants in comparable to transactions in connection with the Building design, permitting and construction of tenant improvements in terms of age (based upon the date of completion of construction or major renovation of to the building), quality of construction, level of services and amenities, size and appearance, and are located in South San Francisco, California and the surrounding commercial areasuch comparable spaces.

Option Rent. The annual Rent rent payable by Tenant Lessee during the Option Term (the “----------- "Option Rent”") shall be equal to the “Fair Rental Value,” as that term is defined below, for the Premises as of the commencement date of the Option Term. The “Fair Rental Value,” as used in this Lease, shall be equal to the annual rent per rentable square foot (including additional rent and considering any “base year” or “expense stop” applicable thereto)rent, including all escalations, at which tenants (pursuant to leases consummated within lessees, as of the twelve (12) month period preceding the first day commencement of the Option Term), are leasing non-non- sublease, non-encumbered, non-equity equity, non-renewal space which is not significantly greater or smaller comparable in size than the subject spacesize, with a comparable level of improvements (excluding any property that Tenant would be allowed location and quality to remove from the Premises at the termination of the Lease), for a comparable similar lease term, in an arm’s length transaction, which comparable space is located in the “Comparable Buildings,” as that term is defined in this Section 2.2.2, below (transactions satisfying the foregoing criteria shall be known as the “Comparable Transactions”)Industrial Center, taking into consideration the following concessions (the “"Concessions”"): (a) rental abatement concessions, if any, being granted such tenants lessees in connection with such comparable space; , (b) tenant improvements or allowances provided or to be provided for such comparable space, and taking into account account, and deducting the valuevalue of, if any, of the existing improvements in the subject spacePremises, such value to be based upon the age, condition, design, quality of finishes and layout of the improvements and the extent to which the same can could be utilized by a general office/lab user other than Tenant; office user, and (c) all other reasonable monetary concessions being granted such tenants lessees in connection with such comparable space; provided, however, that in calculating the Fair Rental ValueOption Rent, no consideration shall be given to (i) the fact that Landlord Lessor is or is not required to pay a real estate brokerage commission in connection with Tenant’s Lessee's exercise of its right to extend lease the Lease Term, Premises during the Option Term or the fact that landlords are or are not paying real estate brokerage commissions in connection with such comparable space, and (ii) any period of rental abatement, if any, granted to lessees in connection with such comparable transactions in connection with the design, permitting and construction of tenant improvements in such comparable spaces. The If there are not a sufficient number of deals with a comparable lease term at which lessees as of the commencement date of the Option Term are leasing comparable space in the Industrial Center, then Lessor shall look at deals in the Industrial Center at which lessees as of the commencement date of the Option Term are leasing comparable space for a period of five (5) years, and the Concessions shall be reflected prorated on a fractional basis, with the numerator being the number of months of the Option Term, and the denominator being the number of months in the effective rental rate (which effective rental rate shall take into consideration the total dollar value of such Concessions as amortized on a straight-line basis over the applicable term of those leases upon which the Comparable Transaction (in which case such Concessions evidenced in determination of the effective rental rate shall not be granted to Tenant)) payable by TenantOption Rent is being based. [The term “Comparable Buildings” shall mean the Building and those other life sciences buildings which are comparable to the Building in terms remainder of age (based upon the date of completion of construction or major renovation of to the building), quality of construction, level of services and amenities, size and appearance, and are located in South San Francisco, California and the surrounding commercial area.this page intentionally left blank]

Option Rent. The annual Base Rent payable by Tenant during the Option Term (the “Option Rent”) shall be equal to the “Fair Rental Value,” as that term is defined below, for the Premises as of the commencement date of the Option Term. The “Fair Rental Value,” as used in this Lease, shall be equal to the annual rent per rentable square foot (including additional rent and considering any “base year” or “expense stop” applicable thereto), including all escalations, at which tenants (pursuant to leases consummated within the twelve (12) month period preceding the first day of the Option Term), are leasing non-sublease, non-encumbered, non-equity space which is not significantly greater or smaller in size than the subject space, with a comparable level of improvements (excluding any property that Tenant would be allowed to remove from the Premises at the termination of the Lease), for a comparable lease term, in an arm’s length transaction, which comparable space is located in the “Comparable Buildings,” as that term is defined in this Section 2.2.2, below (transactions satisfying the foregoing criteria shall be known as the “Comparable Transactions”), taking into consideration the following concessions (the “Concessions”): (a) rental abatement concessions, if any, being granted to such tenants in connection with such comparable space; (b) tenant improvements or allowances provided or to be provided for such comparable space, and taking into account the value, if any, of the existing improvements in the subject space, such value to be based upon the age, condition, design, quality of finishes and layout of the improvements and the extent to which the same can be utilized by a general office/lab user other than Tenant; and (c) other reasonable monetary concessions being granted to such tenants in connection with such comparable space; provided, however, that in calculating the Fair Rental Value, no consideration shall be given to the fact that Landlord is or is not required to pay a real estate brokerage commission in connection with Tenant’s exercise of its right to extend the Lease Term, or the fact that landlords are or are not paying real estate brokerage commissions in connection with such comparable space. The Concessions shall be reflected in the effective rental rate (which effective rental rate shall take into consideration the total dollar value of such Concessions as amortized on a straight-line basis over the applicable term of the Comparable Transaction (in which case such Concessions evidenced in the effective rental rate shall not be granted to Tenant)) payable by Tenant. The term “Comparable Buildings” shall mean the Building and those other life sciences buildings which are comparable to the Building in terms of age (based upon the date of completion of construction or major renovation of to the building), quality of construction, level of services and amenities, size and appearance, and are located in South San Francisco, California and the surrounding commercial area.

Option Rent. The annual Rent rent payable by Tenant during the Option Term (the “Option Rent”) shall be equal to the “Fair Rental Value,” as that term is defined below, for the Premises as of the commencement date of the Option Term. The “Fair Rental Value,” as used in this Lease, shall be equal to the annual rent per rentable square foot (including additional rent and considering any “base year” or “expense stop” applicable thereto), including all escalations, at which tenants (pursuant to leases consummated within the twelve (12) month period preceding the first day of the Option Term), are leasing non-sublease, non-encumbered, non-equity equity, non-renewal commercial office space which is not significantly greater or smaller comparable in size than size, location and quality to the subject space, with a comparable level of improvements (excluding any property that Tenant would be allowed to remove from the Premises at the termination of the Lease)Premises, for a comparable lease term, in an arm’s length transactiontransactions consummated during the ten (10) month period (the “Rent Review Period”) prior to the date Landlord delivers the “Option Rent Notice,” as that term is defined in Section 2.2.3, below, or the First Offer Commencement Date, as the case may be, which comparable commercial office space is located in the Project, or if there are not a sufficient number of comparable transactions in the Project than in “Comparable Buildings,” as that term is defined in this Section 2.2.22.2.5, below (transactions satisfying the foregoing criteria shall be known as the “Comparable Transactions”)below, taking into CHINA BASIN LANDING consideration only the following concessions (the “Concessions”): (a) rental abatement concessions, if any, being granted such tenants in connection with such comparable space; (b) concession: any tenant improvements or allowances (the “Allowances”) provided or to be provided for such comparable space, and taking into account account, and deducting, the value, if any, value of the existing improvements in the subject spacePremises or the First Offer Space, as the case may be, such value to be based upon the age, condition, design, quality of finishes and layout of the improvements and the extent to which the same can be utilized by a general office/lab user other than Tenant; office user. If in determining the Option Rent a tenant improvement allowance is granted as set forth hereinabove, Landlord may, at Landlord’s sole option, elect any or a portion of the following: (A) to grant some or all of the Allowances to Tenant in the form as described above (i.e., as an improvement allowance), and (cB) other reasonable monetary concessions being granted such tenants in connection with such comparable space; provided, however, that in calculating to adjust the Fair Rental Value, no consideration shall rental rate component of the Option Rent to be given to the fact that Landlord is or is not required to pay a real estate brokerage commission in connection with Tenant’s exercise of its right to extend the Lease Term, or the fact that landlords are or are not paying real estate brokerage commissions in connection with such comparable space. The Concessions shall be reflected in the an effective rental rate (which effective rental rate shall take takes into consideration the total dollar value of such Concessions as amortized on a straight-line basis over the applicable term of the Comparable Transaction Allowances (in which case such Concessions the Allowances evidenced in the effective rental rate shall not be granted to Tenant)) payable by Tenant. The term “Comparable Buildings” shall mean the Building and those other life sciences buildings which are comparable to the Building in terms of age (based upon the date of completion of construction or major renovation of to the building), quality of construction, level of services and amenities, size and appearance, and are located in South San Francisco, California and the surrounding commercial area.

Option Rent. The annual Rent payable by Tenant during the each Option Term (the “Option Rent”) shall be equal to the greater of (i) one hundred three percent (103%) of the Rent payable by Tenant as of the expiration of the Extended Term or each One Year Option Term, if applicable, and (ii) the “Fair Rental Value,” as that term is defined below, for the Premises as of the commencement date of the Option Term. In addition, during the Three Year Option Term, commencing on the first (1st) anniversary of the commencement of the Option Term, and continuing on each subsequent anniversary, the Base Rent payable by Tenant shall be increased annually to equal one hundred three (103%) of the Base Rent payable by Tenant during the prior year of the Three Year Option Term. The “Fair Rental Value,” as used in this LeaseFirst Amendment, shall be equal to the annual rent per rentable square foot (including additional rent and considering any “base year” or “expense stop” applicable thereto), including all escalations, at which tenants (pursuant to leases consummated within the twelve (12) month period preceding the first day of the Option Term), are leasing non-sublease, non-encumbered, non-equity space which is not significantly greater or smaller in size than the subject space, with a comparable level of improvements (excluding any property that Tenant would be allowed to remove from the Premises at the termination of the Lease), for a comparable lease term, in an arm’s length transaction, which comparable space is located in the “Comparable Buildings,” as that term is defined in this Section 2.2.23.2.2, below (transactions satisfying the foregoing criteria shall be known as the “Comparable Transactions”), taking into consideration the following concessions (the “Concessions”): (a) rental abatement concessions, if any, being granted such tenants in connection with such comparable space; (b) tenant improvements or allowances provided or to be provided for such comparable space, and taking into account the value, if any, of the existing improvements in the subject space, such value to be based upon the age, condition, design, quality of finishes and layout of the improvements and the extent to which the same can be utilized by a general office/lab office user other than Tenant; and (c) other reasonable monetary concessions being granted such tenants in connection with such comparable space; provided, however, that in calculating the Fair Rental Value, no consideration shall be given to (i) the fact that Landlord is or is not required to pay a real estate brokerage commission in connection with Tenant’s exercise of its right to extend the Lease Term, or the fact that landlords are or are not paying real estate brokerage commissions in connection with such comparable space, and (ii) any period of rental abatement, if any, granted to tenants in comparable transactions in connection with the design, permitting and construction of tenant improvements in such comparable spaces. The Fair Rental Value shall additionally include a determination as to whether, and if so to what extent, Tenant must provide Landlord with financial security, such as a letter of credit or guaranty, for Tenant’s Rent obligations in connection with Tenant’s lease of the Premises during the Option Term. Such determination shall be made by reviewing the extent of financial security then generally being imposed in Comparable Transactions from tenants of comparable financial condition and credit history to the then existing financial condition and credit history of Tenant (with appropriate adjustments to account for differences in the then-existing financial condition of Tenant and such other tenants). The Concessions (A) shall be reflected in the effective rental rate (which effective rental rate shall take into consideration the total dollar value of such Concessions as amortized on a straight-line basis over the applicable term of the Comparable Transaction (in which case such Concessions evidenced in the effective rental rate shall not be granted to Tenant)) payable by Tenant. The term “Comparable Buildings” , or (B) at Landlord’s election, all such Concessions shall mean the Building and those other life sciences buildings which are comparable be granted to the Building Tenant in terms of age (based upon the date of completion of construction or major renovation of to the building), quality of construction, level of services and amenities, size and appearance, and are located in South San Francisco, California and the surrounding commercial areakind.

Option Rent. The annual Rent rent payable by Tenant during the Option Term (the “"Option Rent”") shall be equal to the “Fair Rental Value,” as that term is defined below, for the Premises as of the commencement date of the Option Term. The “Fair Rental Value,” as used in this Lease, shall be equal to the annual rent per rentable square foot (including additional rent and considering any “"base year” " or “"expense stop” " applicable thereto), including all escalations, at which tenants (pursuant to leases consummated within which, as of the twelve (12) month period preceding the first day commencement of the Option Term), tenants are leasing non-sublease, non-renewal, non-encumbered, non-equity space which is not significantly greater or smaller comparable in size than size, location and quality to the subject space, with a comparable level of improvements (excluding any property that Tenant would be allowed to remove from the Premises at the termination of the Lease)Premises, for a comparable lease term, in an arm’s length transactionterm of five (5) years, which comparable space is located in the “other comparable first class office buildings in Beverly Hills, California ("Comparable Buildings,” as that term is defined in this Section 2.2.2, below (transactions satisfying the foregoing criteria shall be known as the “Comparable Transactions”"), taking into consideration the following concessions (the “"Renewal Concessions”"): (a) rental abatement concessions, if any, being granted such tenants in connection with such comparable space; (b) tenant improvements or allowances provided or to be provided for such comparable space, and taking into account account, and deducting the valuevalue of, if any, of the existing improvements in the subject spacePremises, such value to be based upon the age, condition, design, quality of finishes and layout of the improvements and the extent to which the same can be utilized by a general office/lab user other than Tenant based upon the fact that the precise tenant improvements existing in the Premises are specifically suitable to Tenant; and (c) other reasonable monetary concessions being granted such tenants in connection with such comparable space; provided, however, that in calculating the Fair Rental ValueOption Rent, no consideration shall be given to (i) the fact that Landlord is or is not required to pay a real estate brokerage commission in connection with Tenant’s 's exercise of its right to extend lease the Lease Term, Premises during the Option Term or the fact that landlords are or are not paying real estate brokerage commissions in connection with such comparable space, and (ii) any period of rental abatement, if any, granted to tenants in comparable transactions for the design, permitting and construction of tenant improvements in such comparable spaces. The If Renewal Concessions shall be reflected are g, anted to Tenant, Landlord may, at Landlord's sole option, elect any or a portion of the following: (A) to grant some or all of the Renewal Concessions to Tenant in the form as described above (i.e., as free rent or as an improvement allowance), and (B) to adjust the rental rate component of the Option Rent to be an effective rental rate (which effective rental rate shall take takes into consideration the total dollar value of such Renewal Concessions as amortized on a straight-line basis over the applicable term of the Comparable Transaction (in which case such the Renewal Concessions evidenced in the effective rental rate shall not be granted to Tenant)) payable by Tenant. The term “Comparable Buildings” shall mean the Building and those other life sciences buildings which are comparable to the Building in terms of age (based upon the date of completion of construction or major renovation of to the building), quality of construction, level of services and amenities, size and appearance, and are located in South San Francisco, California and the surrounding commercial area.

Option Rent. The annual Rent payable by Tenant during the Option Term (the “"Option Rent”") shall be equal to the “Fair Rental Value,” Base Rent plus the Additional Rent, as those terms are defined herein, provided that term is defined below, the Base Rent shall equal ninety-eight percent (98%) of the then prevailing fair market rent for the Premises as of the commencement date of the Option Term. The “Fair Rental Value,” Term as used determined in this Lease, Section 2.M. The then prevailing fair market rent shall be equal to the annual rent per rentable square foot (including additional rent and considering any “base year” or “expense stop” applicable thereto)rental rate, including all escalations, at which tenants (pursuant to leases consummated within non-equity, renewal tenants, as of the twelve (12) month period preceding the first day commencement of the Option Term), are leasing entering into leases for non-sublease, non-encumberedencumbered space comparable in size, non-equity space which is not significantly greater or smaller in size than the subject spacelocation, with a comparable level of leasehold improvements (excluding any property that Tenant would be allowed and quality to remove from the Premises at the termination of the Lease), for a comparable lease term, in an arm’s length transactionterm of approximately the Option Term, which comparable space is located in the “Comparable Buildings,” Projects (as that term is defined in this Section 2.2.2, below (transactions satisfying 5.1 of the foregoing criteria shall be known as the “Comparable Transactions”Lease), taking into consideration the following concessions following: (the “Concessions”): (ai) rental abatement concessions, if any, being granted such tenants in connection with such comparable space; space and (bii) tenant improvements or allowances provided or to be provided for such comparable space, and taking into account account, and deducting the valuevalue of, if any, of the existing improvements in the subject spacePremises, with such value to be based upon the age, condition, design, quality of finishes and layout of the improvements and the extent to which the same can could be utilized by a general office/lab user other than Tenant based upon the fact that the precise tenant improvements existing in the Premises are specifically suitable to Tenant; , and (ciii) lease assumptions/takeovers, moving expenses and other reasonable monetary concessions concessions, if any, being granted such tenants in connection with such comparable space; , extent of services provided, howeverdistinction between gross and net rental rates, that in calculating the Fair Rental Valuebase year expenses and other amounts allowed for escalation purposes, no consideration shall be given to the fact that Landlord is or is not required to pay a real estate brokerage commission in connection with Tenant’s exercise of its right to extend the Lease Termparking charges, or the fact that landlords are or are not paying real estate brokerage commissions in connection with such comparable space. The Concessions shall be reflected in the effective rental rate (which effective rental rate shall take into consideration the total dollar value of such Concessions as amortized on a straight-line basis over the applicable term of the Comparable Transaction (in which case such Concessions evidenced in the effective rental rate shall not be granted to Tenant)) payable by Tenant. The term “Comparable Buildings” shall mean the Building and those other life sciences buildings which are comparable to the Building in terms of age (based upon the date of completion of construction or major renovation of to the building), quality of construction, level of services and amenities, size and appearanceif any, and are located in South San Francisco, California and the surrounding commercial areacreditworthiness of Tenant.

Option Rent. The annual Base Rent payable by Tenant during the initial year of the Option Term (the “Option Rent”) shall be equal to the greater of (i) 103% of the Base Rent payable as of the end of the initial Lease Term, and (ii) the “Fair Rental Value,” as that term is defined below, for the Premises as of the commencement date of the Option Term. During the Option Term, the Option Rent shall increase by three percent (3%) annually, starting with the first (1st) anniversary of the commencement date of the Option Term. The “Fair Rental Value,” as used in this Lease, shall be equal to the annual rent per rentable square foot (including additional rent and considering any “base year” or “expense stop” applicable thereto), including all escalations, at which tenants (pursuant to leases consummated within the twelve (12) month period preceding the first day of the Option Term), are leasing non-sublease, non-encumbered, non-equity space which is not significantly greater or smaller in size than the subject space, with a comparable level of improvements (excluding any property that Tenant would be allowed to remove from the Premises at the termination of the Lease), for a comparable lease term, in an arm’s length transaction, which comparable space is located in the Building or in “Comparable Buildings,” as that term is defined in this Section 2.2.2, below (transactions satisfying the foregoing criteria shall be known as the “Comparable Transactions”), taking into consideration the following concessions (the “Concessions”): (a) rental abatement concessions, if any, being granted such tenants in connection with such comparable space; (b) tenant improvements or allowances provided or to be provided for such comparable space, and taking into account the value, if any, of the existing improvements in the subject space, such value to be based upon the age, condition, design, quality of finishes and layout of the improvements and the extent to which the same can be utilized by a general office/lab user other than Tenantimprovements; and (c) other reasonable monetary concessions being granted such tenants in connection with such comparable space; provided, however, that in calculating the Fair Rental Value, no consideration shall be given to (i) the fact that Landlord is or is not required to pay a real estate brokerage commission in connection with Tenant’s exercise of its right to extend the Lease Term, or the fact that landlords are or are not paying real estate brokerage commissions in connection with such comparable space. The Concessions shall be reflected in the effective rental rate (which effective rental rate shall take into consideration the total dollar value of such Concessions as amortized on a straight-line basis over the applicable term of the Comparable Transaction (in which case such Concessions evidenced in the effective rental rate shall not be granted to Tenant)) payable by Tenant. The term “Comparable Buildings” shall mean the Building and those other life sciences buildings which are comparable to the Building in terms of age (based upon the date of completion of construction or major renovation of to the building), quality of construction, level of services and amenities, size and appearance, and are located in South San Francisco, California and the surrounding commercial area.in

Option Rent. The annual Base Rent payable by Tenant during the applicable Option Term (the “Option Rent”) shall be equal to the “Fair Market Rental Value,Rate” as that term is defined below, for the Premises as Renewal Space. As used herein (and in Section 1.6 of the commencement date Lease), the “Fair Market Rental Rate” for purposes of determining the Option Rent payable by Tenant for the Renewal Space for the applicable Option Term (and for purposes of determining the Base Rent payable for the initial lease term for the First Offer Space leased by Tenant pursuant to Section 1.6 of the Option Term. The “Fair Rental Value,” as used in this Lease, as the case may be) shall be equal to mean the annual rent per rentable square foot (including additional rent and considering any “base year” or “expense stop” applicable thereto)Base Rent, including all escalations, at which tenants (tenants, pursuant to leases consummated or related agreements (i) which are executed prior to the commencement of the applicable Option Term (or the First Offer Space Commencement Date for the initial lease for the First Offer Space, as the case may be), but no more than twenty-four (24) months prior to the commencement of the applicable Option Term (or the First Offer Space Commencement Date, as the case may be), and (ii) which have a term which is reasonably anticipated to commence within the twelve six (126) month period immediately preceding or following the first day commencement of the applicable Option TermTerm (or the First Offer Space Commencement Date, as the case may be), are leasing in an arms-length transaction, non-sublease, non-encumberedequity, non-equity space which renewal (unless the renewal is not significantly greater or smaller in size than the subject space, with pursuant to a comparable level definition of improvements (excluding any property that Tenant would be allowed to remove from the Premises at the termination of the LeaseFair Market Rental Rate), unencumbered space on a full service gross basis, modified full service gross basis or net basis, as applicable in the market (with any full service or modified full service gross basis to include then current base years), which space is comparable in size, location, amenities and quality to the Renewal Space (or First Offer Space, as the case may be) for a comparable lease term, in an arm’s length transaction, and which comparable space is located in the “Comparable Buildings,” as that term is defined in Buildings (which for purposes of this Section 2.2.24 shall also include the Warner Center business district office buildings, below (transactions satisfying the foregoing criteria shall be known as the “Comparable Transactions”of which LNR Warner Center is a part), taking into consideration the following consideration: (A) free rent and all monetary concessions (the “Concessions”): (a) rental abatement concessions, if any, and inducements being granted at such tenants in connection with time for such comparable space; (b) space leased by tenants of comparable net worth as Tenant, including, without limitation, any tenant improvements or tenant improvement allowances provided or for such comparable space (with the amount of such tenant improvements and/or tenant improvement allowances to be provided for such comparable spacethe Renewal Space during the applicable Option Term [or the First Offer Space during the initial lease term thereof, and as the case may be] to be determined after taking into account the value, if any, of the existing improvements in the subject space, such value to be based upon the age, condition, design, quality of finishes and layout of the tenant improvements in the Renewal Space [or First Offer Space, as the case may be] as of the commencement of the applicable Option Term [or the First Offer Space Commencement Date for the initial lease term of the First Offer Space, as the case may be]); (B) the number of must-rent and/or right-to-rent parking passes that Tenant shall be required to rent and/or may be permitted to rent under this Lease during the applicable Option Term (or initial lease term for the First Offer Space, as the case may be); (C) whether parking charges with respect to such parking passes are included in the base rent in such comparable lease transactions or paid separately, but taking into account and adjusting for the extent fact that pursuant to which Article 24 of the same can Lease with respect to the Renewal Space during the applicable Option Term (and pursuant to Section 1.6.1.6 of the Lease with respect to the initial lease term for the First Offer Space, as the case may be), Tenant shall be utilized charged separately for the use of Tenant’s parking passes so rented by a general office/lab user other than TenantTenant during the applicable Option Term (or initial lease term for the First Offer Space, as the case may be) at the prevailing parking rates charged by Landlord and/or Landlord’s parking operator from time-to-time for reserved and unreserved parking passes, as the case may be, in the applicable Parking Facilities where such parking passes are so located; and (cD) other reasonable monetary concessions being granted such tenants in connection with such comparable space; provided, however, that in calculating the Fair Rental Value, no consideration shall be given to the fact that whether Landlord is or is not required to pay a real estate brokerage commission in connection with Tenant’s exercise the applicable Option Term (or initial lease term for the First Offer Space, as the case may be) or the fact that the comparable lease transactions do or do not involve the payment of its right real estate brokerage commissions. Except as set forth in the next sentence, all other terms and conditions of the Lease shall apply throughout the applicable Option Term; however, Tenant shall, in no event, have the option to extend the Lease Term beyond the last Option Term. In the event that Tenant exercises the option to extend as provided in this Extension Rider, and the Base Rent is determined on a full service or modified full service gross basis, then the fact that landlords are or are not paying real estate brokerage commissions in connection with such comparable space. The Concessions Expense Base Year, Tax Expense Base Year and Utilities Base Year for the applicable Option Term shall be reflected adjusted to be (x) the calendar year in which the effective rental rate (which effective rental rate shall take into consideration the total dollar value commencement date of such Concessions as amortized Option Term occurs if such commencement date occurs on a straight-line basis over or before June 30 of such calendar year, and (y) the applicable term of calendar year immediately following the Comparable Transaction (calendar year in which case such Concessions evidenced in the effective rental rate shall not be granted to Tenant)) payable by Tenant. The term “Comparable Buildings” shall mean the Building and those other life sciences buildings which are comparable to the Building in terms of age (based upon the commencement date of completion of construction or major renovation of to the building), quality of construction, level of services and amenities, size and appearance, and are located in South San Francisco, California and the surrounding commercial areasuch Option Term occurs if such commencement date occurs after June 30.

Option Rent. The annual Rent payable by Tenant during the Option Term (the “Option Rent”) shall be equal to the “Fair Rental Value,” as that term is defined below, for the Premises as of the commencement date of the Option Term. The “Fair Rental Value,” as used in this Lease, shall be equal to the annual rent per rentable square foot (including additional rent and considering any “base year” or “expense stop” applicable thereto), including all escalations, at which tenants (pursuant to leases consummated within the twelve (12) month period preceding the first day of the Option Term), are leasing non-sublease, non-encumbered, non-equity space which is not significantly greater or smaller in size than the subject space, with a comparable level of improvements (excluding any property that Tenant would be allowed to remove from the Premises at the termination of the Lease), for a comparable lease term, in an arm’s length transaction, which comparable space is located in the “Comparable Buildings,” as that term is defined in this Section 2.2.2, below (transactions satisfying the foregoing criteria shall be known as the “Comparable Transactions”), taking into consideration the following concessions (the “Concessions”): (a) rental abatement concessions, if any, being granted such tenants in connection with such comparable space; (b) tenant improvements or allowances provided or to be provided for such comparable space, and taking into account the value, if any, of the existing improvements in the subject space, such value to be based upon the age, condition, design, quality of finishes and layout of the improvements and the extent to which the same can be utilized by a general office/lab user other than Tenantimprovements; and (c) other reasonable monetary concessions being granted such tenants in connection with such comparable space; provided, however, that in calculating the Fair Rental Value, no consideration shall be given to any period of rental abatement, if any, granted to tenants in comparable transactions in connection with the fact that design, permitting and construction of tenant improvements in such comparable spaces. The Fair Rental Value shall additionally include a determination as to whether, and if so to what extent, Tenant must provide Landlord is with financial security, such as a letter of credit or is not required to pay a real estate brokerage commission guaranty, for Tenant’s Rent obligations in connection with Tenant’s exercise lease of its right the Premises during the Option Term. Such determination shall be made by reviewing the extent of financial security then generally being imposed in Comparable Transactions from tenants of comparable financial condition and credit history to extend the Lease Term, or then existing financial condition and credit history of Tenant (with appropriate adjustments to account for differences in the fact that landlords are or are not paying real estate brokerage commissions in connection with then-existing financial condition of Tenant and such comparable spaceother tenants). The Concessions (A) shall be reflected in the effective rental rate (which effective rental rate shall take into consideration the total dollar value of such Concessions as amortized on a straight-line basis over the applicable term of the Comparable Transaction (in which case such Concessions evidenced in the effective rental rate shall not be granted to Tenant)) payable by Tenant, or (B) at Landlord’s election, all such Concessions shall be granted to Tenant in kind. The term “Comparable Buildings” shall mean the Building and those other life sciences first-class laboratory and R&D buildings which located in the Xxxxxxxxxx Xxxxx Xxxxxx xxxx xx Xxx Xxxxx, Xxxxxxxxxx that are comparable to the Building in terms of age (based upon on the date of completion of original construction or the latest major renovation of to the building)renovation) location, quality of construction, level of services and amenities, size and appearance, and are located in South San Francisco, California and the surrounding commercial area.

Option Rent. The annual Base Rent payable by Tenant during the first (1st) year of the Option Term (the “"Option Rent”") shall be equal to the “Fair Rental Value,” as that term is defined below, for greater of (i) one hundred three and one-half percent (103.5%) of the Premises Base Rent payable by Tenant as of the commencement date expiration of the initial Lease Term, and (ii) the "Market Rent," applicable to the Premises during the Option Term. After the first (1st) year of the Option Term, the Base Rent payable by Tenant shall be increased annually to equal one hundred three and one-half percent (103.5%) of the Base Rent payable by Tenant during the prior year of the Option Term. The “Fair Rental Value,” as used in this Lease, "Market Rent" shall be equal to the average monthly annual rent per rentable square foot (including additional rent and considering any “base year” or “expense stop” applicable thereto), including all escalations, at which tenants (pursuant to leases consummated within the twelve (12) month period preceding the first day of the Option Termsuch option term), are leasing non-sublease, non-encumbered, non-equity space which is contains not significantly greater less than 25,000 rentable square feet of space or smaller in size more than the subject 75,000 rentable square feet of space, with for a comparable level of improvements (excluding any property that Tenant would be allowed to remove from the Premises at the termination of the Lease)office/laboratory use, for a comparable lease term, in an arm’s 's length transaction, which comparable space is located in the “Building and in comparable class A life sciences buildings (the "Comparable Buildings,” as that term is defined ") located with in this Section 2.2.2, below the Xxxxxx Xxxxx market area (transactions satisfying the foregoing criteria shall be known as the “"Comparable Transactions”"), taking into consideration only the following concessions (the “"Concessions”"): (a) rental abatement concessions, if any, being granted such tenants in connection with such comparable space; (b) tenant improvements or allowances provided or to be provided for such comparable space, and taking into account account, and deducting the valuevalue of, if any, of the existing improvements in the subject spacePremises, such value to be based upon the age, condition, design, quality of finishes and layout of the improvements and the extent to which the same can be utilized by a general office/lab user other than Tenant based upon the fact the precise tenant improvements existing in the Premises are specifically suitable to Tenant; and (c) other reasonable monetary concessions being granted such tenants in connection with such comparable space; provided, however, that in calculating the Fair Rental ValueMarket Rent, no consideration shall be given to (i) the fact that Landlord is or is not required to pay a real estate brokerage commission in connection with Tenant’s 's exercise of its right to extend the Lease Term, or the fact that landlords are or are not paying real estate brokerage commissions in connection with such comparable space, and (ii) any period of rental abatement, if any, granted to tenants in Comparable Transactions in connection with the design, permitting and construction of tenant improvements in such comparable spaces. The Concessions Market Rent shall additionally include a determination as to whether, and if so to what extent, Tenant must provide Landlord with financial security, such as a letter of credit or guaranty, for Tenant's Rent obligations in connection with Tenant's lease of the Premises during the Option Term. Such determination shall be reflected made by reviewing the extent of financial security then generally being imposed in Comparable Transactions from tenants of comparable financial condition and credit history to the then existing financial condition and credit history of Tenant (with appropriate adjustments to account for differences in the then-existing financial condition of Tenant and such other tenants). If Concessions given in Comparable Transactions are taken into consideration in determining the Market Rent for any extended term hereunder, Landlord may, at Landlord’s sole option, elect to adjust the rental rate component of the Market Rent to be an effective rental rate (which effective rental rate shall take takes into consideration the total dollar value of such the Concessions as amortized on a straight-line basis over the applicable term of the Comparable Transaction (in which case such the Concessions evidenced in the effective rental rate shall not be granted to Tenant)) payable by , or it may grant such Concessions to Tenant. The term “Comparable Buildings” shall mean the Building and those other life sciences buildings which are comparable to the Building in terms of age (based upon the date of completion of construction or major renovation of to the building), quality of construction, level of services and amenities, size and appearance, and are located in South San Francisco, California and the surrounding commercial area.

Option Rent. The annual Rent rent payable by Tenant during the Option Term (the “"Option Rent”") shall be equal to the “"Fair Rental Value,” Market Rent", as that term is defined below, for the Premises as of the commencement date of the Option Term. The “As used herein, the "Fair Rental Value,” as used in this Lease, Market Rent" shall be equal to mean the annual rent per rentable square foot (including additional rent and considering any “"base year” " or “"expense stop” " applicable thereto), including all escalations, at which tenants (pursuant to leases consummated within tenants, as of the twelve (12) month period preceding the first day commencement of the Option Term), are leasing non-expansion, non-sublease, non-encumbered, non-equity space which is not significantly greater or smaller comparable in size than size, location and quality to the subject space, with a comparable level of improvements (excluding any property that Tenant would be allowed to remove from the Premises at the termination of the Lease)Premises, for a comparable similar lease term, in an arm’s length transaction, which comparable space is located in the “Project and in the "Comparable Buildings,” " as that term is defined, below and which comparable transactions (collectively, the "Comparable Transactions") are entered into within the six (6) month period immediately preceding Landlord's delivery of the Option Rent Notice (as defined in this Section 2.2.2, below (transactions satisfying the foregoing criteria shall be known as the “Comparable Transactions”2.2.3 below), and taking into consideration only the following concessions (the “"Concessions”"): (a) rental abatement concessions, if any, being granted such tenants in connection with such comparable space; , (b) tenant improvements or allowances provided or to be provided for such comparable space, and taking into account account, and deducting the valuevalue of, if any, of the existing improvements in the subject spacePremises, such value to be based upon the age, condition, design, quality of finishes and layout of the improvements and the extent to which the same can could be utilized by a typical general office/lab user other than Tenant; office user, and (c) other reasonable monetary concessions being granted such tenants in connection with such comparable space; provided, however, that in calculating the Fair Rental ValueOption Rent, no consideration shall be given to (i) the fact that Landlord is or is not required to pay a real estate brokerage commission in connection with Tenant’s 's exercise of its right to extend lease the Lease Term, Premises during the Option Term or in connection with the Comparable Transactions or the fact that landlords are or are not paying real estate brokerage commissions in connection with such Comparable Transactions, and (ii) any period of rental abatement, if any, granted to tenants in Comparable Transactions in connection with the design, permitting and construction of tenant improvements in such comparable spacespaces. The Concessions Option Rent shall additionally include a determination as to whether, and if so to what extent, Tenant must provide Landlord with financial security, such as a letter of credit or guaranty, for Tenant's Rent obligations during the applicable Option Term. Such determination shall be reflected made by reviewing the extent of financial security then generally being imposed in Comparable Transactions from tenants of comparable financial condition and credit history to the then existing financial condition and credit history of Tenant (with appropriate adjustments to account for differences in the then-existing financial condition of Tenant and such other tenants). If in determining the Option Rent a tenant improvement allowance is granted under item (b) above, Landlord may, at Landlord's sole option, elect any or a portion of the following: (A) to grant some or all of the Concessions to Tenant in the form as described above (i.e., as free rent or as an improvement allowance), and (B) to adjust the rental rate component of the Option Rent to be an effective rental rate (which effective rental rate shall take takes into consideration the total dollar value of such the Concessions as amortized on a straight-line basis over the applicable term of the Comparable Transaction (in which case such the Concessions evidenced in the effective rental rate shall not be granted to Tenant)) payable by Tenant. The For purposes of this Lease, the term “Comparable Buildings” shall mean the Building and those other life sciences buildings Class A office properties which are comparable to the Building substantially similar in terms of age (based upon the date of completion of size, construction or major renovation of to the building)quality, quality of constructionage, level of services and amenities, size and appearanceuse, and are located in South within the City of San FranciscoMateo, California Xxxxxx City, and the surrounding commercial area.Redwood Shores. CROSSROADS 811068.04/WLA Office Lease 375985-00061/1-24-20/cb/ejs (3) [Healthequity, Inc.]

Option Rent. The annual Rent payable by Tenant during the Option Term (the “"Option Rent”") shall be equal to the “Fair Rental Value,” Market Rent (as that term is defined below), for as derived from an analysis of the Premises Net Equivalent Lease Rates (as defined below) of the Comparable Transactions (as defined below) as of the commencement date of the Option Term. The “Fair Rental Value,” as used in this Lease, "Market Rent" shall be equal to the annual rent per rentable square foot (including additional rent and considering any “base year” or “expense stop” applicable thereto), including all escalationsfoot, at which tenants (tenants, are, pursuant to leases transactions consummated within the twelve (12) month period preceding months prior to the first day commencement of the Option Term (or First Offer Term, as applicable), are leasing non-sublease, non-encumbered, non-equity encumbered space which is not significantly greater or smaller comparable in size than the subject space, with a comparable level of improvements (excluding any property that Tenant would be allowed location and quality to remove from the Premises at the termination (or Designated First Offer Space, as applicable) containing a square footage comparable to that of the Lease)Premises (or Designated First Offer Space, as applicable) for a term comparable lease termto the Option Term (or First Offer Term, as applicable), in an arm’s arm's-length transaction, which comparable space is located in the “Project or in Comparable Buildings,” as that term is defined in this Section 2.2.2, below Buildings (transactions satisfying the foregoing criteria shall be known as the “"Comparable Transactions”"). Notwithstanding the foregoing, Comparable Transactions shall only include renewal and expansion transactions if negotiated at arms-length, with a tenant represented by a leasing broker, and where such tenant's lease contained fair market rent language materially comparable to the Market Rent definition herein. The terms of the Comparable Transactions shall take into consideration only the following terms and concessions: (i) the rental rate and escalations, (ii) the amount of parking rent per parking pass paid, if any, (iii) operating expense and tax protection granted, such as a base year or expense stop, but the base rent for each Comparable Transaction shall be adjusted to a triple net base rent using reasonable estimates of operating expenses and taxes for each such Comparable Transaction (but after such adjustments, when determining the actual Option Rent, the Base Year shall be the calendar year 2030 (and when determining the actual First Offer Rent, the Base Year shall be the calendar year in which the First Offer Term commences), and the Market Rent shall be adjusted as necessary to account for such Base Year) ; (iv) rental abatement concessions, if any, being granted such tenants, (v) any Renewal Allowance (as defined below), to be provided by Landlord in connection with the Option Term (or First Offer Term, as applicable) as compared to the improvements or allowances provided or to be provided in the Comparable Transactions, taking into consideration account the following concessions contributory value of the existing improvements in the Premises (or First Offer Space, as applicable), such value to be based upon the “Concessions”): age, design, quality of finishes, and layout of the existing improvements, and (avi) rental abatement all other monetary concessions, if any, being granted such tenants in connection with such comparable space; (b) tenant improvements or allowances provided or to be provided for such comparable spaceComparable Transactions. Notwithstanding any contrary provision hereof, and taking into account in determining the value, if any, of the existing improvements in the subject space, such value to be based upon the age, condition, design, quality of finishes and layout of the improvements and the extent to which the same can be utilized by a general office/lab user other than Tenant; and (c) other reasonable monetary concessions being granted such tenants in connection with such comparable space; provided, however, that in calculating the Fair Rental ValueMarket Rent, no consideration shall be given to the fact that Landlord is or is not required (a) any period of rental abatement, if any, granted to pay a real estate brokerage commission tenants in Comparable Transactions in connection with Tenant’s exercise the design, EXHIBIT F -1- [Reddit, Inc.]303 SECOND STREETSouth Tower permitting and construction of its right to extend the Lease Termimprovements, or the fact that landlords are (b) any commission paid or are not paying real estate brokerage commissions paid in connection with such comparable space. The Concessions shall be reflected in the effective rental rate (which effective rental rate shall take into consideration the total dollar value of such Concessions as amortized on a straight-line basis over the applicable term of the Comparable Transaction (in which case such Concessions evidenced in the effective rental rate shall not be granted to Tenant)) payable by Tenant. The term “Comparable Buildings” shall mean the Building and those other life sciences buildings which are comparable to the Building in terms of age (based upon the date of completion of construction or major renovation of to the building), quality of construction, level of services and amenities, size and appearance, and are located in South San Francisco, California and the surrounding commercial areaTransaction.

Option Rent. The annual Rent payable by Tenant during the Option Term (the “Option Rent”) shall be equal to the “Fair Rental Value,” Market Rent as that term is defined set forth below, for the Premises as . For purposes of the commencement date of the Option Term. The “Fair Rental Value,” as used in this Lease, the term “Market Rent” shall be equal to the annual mean rent per rentable square foot (including additional rent and considering any “base year” or “expense stop” applicable thereto), including all escalations, at which tenants (tenants, as of the commencement of the term are, pursuant to leases consummated transactions completed within the twelve three (123) month period preceding months prior to or four (4) months after the first day of the Option Term), are leasing non-sublease, non-encumbered, non-synthetic, non-equity space which is not significantly greater or smaller (unless such space was leased pursuant to a definition of “fair market” comparable to the definition of Market Rent) comparable in size than the subject spacesize, with a comparable level of improvements (excluding any property that Tenant would be allowed location and quality to remove from the Premises at the termination of the Lease), for a comparable lease term, “Comparable Term,” as that term is defined in an arm’s length transactionthis Section 2.3.2 (the “Comparable Deals”), which comparable space is located in the Building, or if there is an insufficient number of comparable tenants within the Building, then within the “Comparable Buildings,” as that term is defined in this Section 2.2.22.3.2, below (transactions satisfying giving appropriate consideration to the foregoing criteria shall be known as annual rental rates per rentable square foot, the “Comparable Transactions”)standard of measurement by which the rentable square footage is measured, the ratio of rentable square feet to usable square feet, and taking into consideration only, and granting only, the following concessions (provided that the rent payable in Comparable Deals in which the terms of such Comparable Deals are determined by use of a discounted fair market rate formula shall be equitably increased in order that such Comparable Deals will not reflect a discounted rate) (collectively, the “Rent Concessions”): (a) rental abatement concessions, if any, being granted such tenants in connection with such comparable space; spaces, (b) tenant improvements or allowances provided or to be provided for such comparable space, and taking into account the value, if any, value of the existing improvements in the subject spacePremises, such value to be based upon the age, condition, design, quality of finishes and layout of the improvements and the extent to which the same can could be utilized by a general office/lab user other than office users as contrasted with this specific Tenant; and , (c) Proposition 13 protection, (d) rent increase schedule, and (e) all other reasonable monetary concessions being granted such tenants considerations in connection with such comparable space; provided, however, that in calculating notwithstanding anything to the Fair Rental Valuecontrary herein, no consideration shall be given to the fact that Landlord is or is not required to pay a real estate brokerage commission in connection with Tenant’s exercise of its right to extend the Lease Term, applicable term or the fact that landlords are the Comparable Deals do or are do not paying involve the payment of real estate brokerage commissions in connection with such comparable space. The Concessions shall be reflected in the effective rental rate (which effective rental rate shall take into consideration the total dollar value of such Concessions as amortized on a straight-line basis over the applicable term of the Comparable Transaction (in which case such Concessions evidenced in the effective rental rate shall not be granted to Tenant)) payable by Tenantcommissions. The term “Comparable BuildingsTerm” shall mean the Building and those other life sciences buildings which are comparable refer to the Building length of the lease term, without consideration of options to extend such term, for the space in terms question. In addition, the determination of age (based upon the date of completion of construction or major renovation of Market Rent shall include a determination as to the building), quality of construction, level of services and amenities, size and appearancewhether, and are located in South San Francisco, California and the surrounding commercial area.if

Option Rent. The annual Rent payable by Tenant during the Option Term (the “"Option Rent”") shall be equal to the “"Fair Rental Value,” " as that term is defined below, for the Premises as of the commencement date of the Option Term. The “"Fair Rental Value,” " as used in this Lease, shall be equal to the annual rent per rentable square foot (including additional rent and considering any “"base year” " or “"expense stop” " applicable thereto), including all escalations, at which tenants (pursuant to leases consummated within the twelve (12) month period preceding the first day of the Option Term), are leasing non-sublease, non-encumbered, non-equity space which is not significantly greater or smaller in size than the subject space, with a comparable level of improvements (excluding any property that Tenant would be allowed to remove from the Premises at the termination of the Lease), for a comparable lease term, in an arm’s 's length transaction, which comparable space is located in the “Building or in "Comparable Buildings,” " as that term is defined in this Section 2.2.22.3.2, below (transactions satisfying the foregoing criteria shall be known as the “"Comparable Transactions”"), taking into consideration the following concessions (the “"Concessions”"): (a) rental abatement concessions, if any, being granted such tenants in connection with such comparable space; (b) tenant improvements or allowances provided or to be provided for such comparable space, and taking into account the value, if any, of the existing improvements in the subject space, such value to be based upon the age, condition, design, quality of finishes and layout of the improvements and the extent to which the same can be utilized by a general office/lab user other than Tenantimprovements; and (c) other reasonable monetary concessions being granted such tenants in connection with such comparable space; provided, however, that in calculating the Fair Rental Value, no consideration shall be given to (i) the fact that Landlord is or is not required to pay a real estate brokerage commission in connection with Tenant’s 's exercise of its right to extend the Lease Term, or the fact that landlords are or are not paying real estate brokerage commissions in connection with such comparable space, and (ii) any construction period, if any, granted to tenants in Comparable Transactions in connection with the design, permitting and construction of tenant improvements in such comparable spaces. The Fair Rental Value shall additionally include a determination as to whether, and if so to what extent, Tenant must provide Landlord with financial security, such as a letter of credit or guaranty, for Tenant's Rent obligations in connection with Tenant's lease of the Premises during the Option Term. Such determination shall be made by reviewing the extent of financial security then generally being imposed in Comparable Transactions from tenants of comparable financial condition and credit history to the then existing financial condition and credit history of Tenant (with appropriate adjustments to account for differences in the then-existing financial condition of Tenant and such other tenants). The Concessions (A) shall be reflected in the effective rental rate (which effective rental rate shall take into consideration the total dollar value of such Concessions as amortized on a straight-line basis over the applicable term of the Comparable Transaction (in which case such Concessions evidenced in the effective rental rate shall not be granted to Tenant)) payable by Tenant, or (B) at Landlord’s election, all such Concessions shall be granted to Tenant in kind. Notwithstanding the foregoing, during the Option Term, the Option Rent shall increase by three percent (3%) per annum on each anniversary of the first (1st) day of the Option Term. The term “Comparable Buildings” shall mean other First Class Life Sciences Projects located in the Building and those other life sciences buildings which South San Francisco, California, area that are comparable to the Building in terms of age (based upon on the date of completion of original construction or the latest major renovation of to the building)renovation) location, quality of construction, level of services and amenities, size and appearance, and are located in South San Francisco, California and the surrounding commercial area.

Option Rent. The annual Rent payable by Tenant during the Option Term (the “"Option Rent”") shall be equal to the “Fair Rental Value,” Market Rent Rate, as that term is defined below, for the Premises as of the commencement date of the Option Term. The “"Fair Rental ValueMarket Rent Rate,” " as used in this Lease, shall be equal to the annual rent rental rate per rentable square foot projected as of the start of the Option Term (including additional rent and considering any “"base year” " or “"expense stop” " applicable thereto), including all escalations, at which tenants (pursuant to recently consummated leases consummated within the twelve (12) month period preceding projected to the first day of the Option Term), are leasing non-sublease, non-encumbered, non-equity space which is not significantly greater or smaller comparable in size than size, location and quality to the subject space, with a comparable level of improvements (excluding any property that Tenant would be allowed to remove from the Premises at the termination of the Lease)Premises, for a comparable lease termterm of five (5) years, in an arm’s 's length transaction, which comparable space is located in the “Comparable Buildings,” , as that term is defined in this Section 2.2.22, below (transactions satisfying the foregoing criteria shall be known as the “"Comparable Transactions”"), taking into consideration the following concessions (the “"Concessions”"): (a) rental abatement concessions, if any, being granted such tenants in connection with such comparable space; (b) tenant improvements or allowances provided or to be provided for such comparable space, and taking into account the value, if any, of the existing improvements in the subject space, such value to be based upon the age, condition, design, quality of finishes and layout of the improvements and the extent to which the same can be utilized by a general office/lab user other than Tenantimprovements; and (c) other reasonable monetary concessions being granted such tenants in connection with such comparable space; provided, however, that in calculating the Fair Rental ValueMarket Rent Rate, no consideration shall be given to any period of rental abatement, if any, granted to tenants in Comparable Transactions in connection with the fact that design, permitting and construction of tenant improvements in such comparable spaces. The Fair Market Rent Rate shall additionally include a determination as to whether, and if so to what extent, Tenant must provide Landlord is with financial security, such as a letter of credit or is not required to pay a real estate brokerage commission guaranty, for Tenant's Rent obligations in connection with Tenant’s exercise 's lease of its right the Premises during the Option Term. Such determination shall be made by reviewing the extent of financial security then generally being imposed in Comparable Transactions from tenants of comparable financial condition and credit history to extend the Lease Term, or then existing financial condition and credit history of Tenant (with appropriate adjustments to account for differences in the fact that landlords are or are not paying real estate brokerage commissions in connection with then-existing financial condition of Tenant and such comparable spaceother tenants). The Concessions (A) shall be reflected in the effective rental rate (which effective rental rate shall take into consideration the total dollar value of such Concessions as amortized on a straight-line basis over the applicable term of the Comparable Transaction (in which case such Concessions evidenced in the effective rental rate shall not be granted to Tenant)) payable by Tenant, or (B) at Landlord’s election, all such Concessions shall be granted to Tenant in kind. The For purposes of this Lease, the term “"Comparable Buildings” " shall mean the Building and those certain other comparable institutionally-owned research and development and/or life sciences science buildings which are comparable to the Building in terms of age (based upon the date of completion of construction or major renovation of to the building)similar size, age, location, quality of construction, level of appearance and services and amenities, size and appearanceto the Building, and are located in South the San FranciscoJose, California and the surrounding commercial area.

Option Rent. The annual Rent payable by Tenant during the Option Term (the “Option Rent”) shall be equal to the “Fair Rental Value"Market Rent,” " as that term is defined defined, below, for the Premises as of the commencement date of the Option Term. The “Fair Rental Value,” as used in this Lease, "Market Rent" shall be equal to the annual rent per rentable square foot (including additional rent and considering any “"base year” " or “"expense stop” " applicable thereto), including all escalations, at which tenants (pursuant to leases consummated within which, as of the twelve (12) month period preceding the first day commencement of the Option Term), as the case may be, for which tenants are leasing non-sublease, non-encumbered, nonequity, non-equity renewal space which is not significantly greater or smaller comparable in size than the subject spaceage, with a comparable level of improvements (excluding any property that Tenant would be allowed size, location, floor height and quality to remove from the Premises at the termination for a term equal to that of the LeaseOption Term ("Comparable Transactions"), for a comparable lease term, in an arm’s length transaction, which comparable space is located in the “Building, or if there do not exist enough Comparable Transactions within the Building, then within "Comparable Buildings,” " (as that term is defined below in this Section 2.2.2, below (transactions satisfying the foregoing criteria shall be known as the “Comparable Transactions”)2.3.2) leased by landlords, taking into consideration the following concessions (the “Concessions”): concessions: (a) rental abatement concessions, if any, being granted such tenants in connection with such comparable space; (b) tenant improvements or allowances provided or to be provided for such comparable space, and taking into account account, and, in determining the valueMarket Rent for the Option Term, if anydeducting the value of, of the existing improvements in the subject spacePremises, such value to be based upon the age, condition, design, quality of finishes and layout of the improvements and the extent to which the same can be utilized by a general office/lab user other than Tenant based upon the fact that the precise tenant improvements existing in the Premises are specifically suitable to Tenant; and (c) other reasonable monetary concessions being granted such tenants in connection with such comparable space; provided, however, that in calculating the Fair Rental ValueMarket Rent, no consideration shall be given to (i) the fact that Landlord is or is not required to pay a real estate brokerage commission in connection with Tenant’s 's exercise of its right to extend lease the Lease Premises during the Option Term, or the fact that landlords are or are not paying real estate brokerage commissions in connection with such comparable space, and (ii) any period of rental abatement, if any, granted to tenants in comparable transactions in connection with the design, permitting and construction of tenant improvements in such comparable spaces. The Concessions shall be reflected in the effective rental rate (which effective rental rate shall take into consideration the total dollar value of such Concessions as amortized on a straight-line basis over the applicable term For purposes of the Comparable Transaction (in which case such Concessions evidenced in the effective rental rate shall not be granted to Tenant)) payable by Tenant. The term “Lease, "Comparable Buildings” shall mean " means the Building following office buildings in downtown Los Angeles: MCI Center; 7 00 Xxxxxxxx Xxxxxxxxx; and those other life sciences buildings which are comparable to the Building in terms of age (based upon the date of completion of construction or major renovation of to the building), quality of construction, level of services and amenities, size and appearance, and are located in South San Francisco, California and the surrounding commercial areaUnion Bank Square.

Option Rent. The annual Rent payable by Tenant during the Option Term (the “"Option Rent”") shall be equal to the “Fair Rental ValueMarket Rent as set forth below; provided, however, that the average annual, effective (including free rent, if applicable, on a straight line basis) base rent component of Market Rent, shall not be lower than the then existing "Base Rent,” " as that term is defined belowset forth in Article 3 of this Lease, for the Premises as of in effect immediately prior to the commencement date of the such Option Term. The “Fair Rental Value,” as used in For purposes of this Lease, the term "Market Rent" shall be equal to the annual mean rent per rentable square foot (including additional rent and considering any “"base year” " or “"expense stop” " applicable thereto), including all escalations, at which tenants (tenants, as of the commencement of the applicable term are, pursuant to leases consummated transactions completed within the twelve twenty-four (1224) month period preceding months prior to the first day of the applicable Option Term), are leasing non-sublease, non-encumbered, non-synthetic, non-equity space which is not significantly greater or smaller (unless such space was leased pursuant to a definition of "fair market" comparable to the definition of Market Rent) comparable in size than the subject spacesize, with a comparable level of improvements (excluding any property that Tenant would be allowed location, access, visibility, and quality to remove from the Premises at the termination of the Lease), for a comparable lease term, "Comparable Term," as that term is defined in an arm’s length transactionthis Section 2.2.2 (the "Comparable Deals"), which comparable space is located in the “"Comparable Buildings,” " as that term is defined in this Section 2.2.2, below giving appropriate consideration to the annual rental rates per rentable square foot (transactions satisfying adjusting the foregoing criteria shall be known base rent component of such rate to reflect a net value after accounting for whether or not utility expenses are directly paid by the tenant such as the “Comparable Transactions”Tenant's direct utility payments provided for in Section 6.1 of this Lease), the standard of measurement by which the rentable square footage is measured, the ratio of rentable square feet to usable square feet, and taking into consideration only, and granting only, the following concessions (provided that the “rent payable in Comparable Deals in which the terms of such Comparable Deals are determined by use of a discounted fair market rate formula shall be equitably increased in order that such Comparable Deals will not reflect a discounted rate) (collectively, the "Rent Concessions”"): (a) rental abatement concessionsconcessions or build-out periods, if any, being granted such tenants in connection with such comparable spacespaces; (b) tenant improvements or allowances provided or to be provided for such comparable space, and taking into account the value, if any, value of the existing improvements in the subject spacePremises, such value to be based upon the age, condition, design, quality of finishes and layout of the improvements and the extent to which the same can could be utilized by a general office/lab user other than office users as contrasted with this specific Tenant; and , (c) Proposition 13 protection, and (d) all other reasonable monetary concessions concessions, if any, being granted such tenants in connection with such comparable space; provided, however, that in calculating notwithstanding anything to the Fair Rental Valuecontrary herein, no consideration shall be given to the fact that Landlord is or is not required to pay a real estate brokerage commission in connection with Tenant’s exercise of its right to extend the Lease Term, applicable term or the fact that landlords are the Comparable Deals do or are do not paying involve the payment of real estate brokerage commissions commissions. Such determination of Market Rent shall take into account market trends by, all other factors being equal, weighting such Comparable Deals in connection accordance with how near or far in time such comparable spaceComparable Deal were executed by the parties thereto as compared to the commencement of the applicable Option Term. The Concessions term "Comparable Term" shall refer to the length of the lease term, without consideration of options to extend such term, for the space in question. In addition, the determination of the Market Rent shall include a determination as to whether, and if so to what extent, Tenant must provide Landlord with financial security, such as a letter of credit or guaranty, for Tenant's rent obligations during any Option Term. Such determination shall be reflected made by reviewing the extent of financial security then generally being imposed in Comparable Transactions upon tenants of comparable financial condition and credit history to the then existing financial condition and credit history of Tenant (with appropriate adjustments to account for differences in the then-existing financial condition of Tenant and such other tenants) If in determining the Market Rent, Tenant is entitled to a tenant improvement or comparable allowance for the improvement of the Premises (the "Option Term TI Allowance"), Landlord may, at Landlord's sole option, elect any or a portion of the following: (A) to grant some or all of the Option Term TI Allowance to Tenant in the form as described above (i.e., as an improvement allowance), and/or (B) to reduce the rental rate component of the Market Rent to be an effective rental rate (which effective rental rate shall take takes into consideration that Tenant will not receive the total dollar value of such Concessions as amortized on a straight-line basis over the applicable term of the Comparable Transaction excess Option Term TI Allowance (in which case such Concessions the Option Term TI Allowance evidenced in the effective rental rate shall not be granted to Tenant)) payable by Tenant. The term “"Comparable Buildings” " shall mean the Building other research and those other life sciences development buildings which are comparable to the Building in terms of age (based upon the date of completion of construction or major renovation of as to the buildingbuilding containing the portion of the Premises in question), quality of construction, level of services and amenities, size and appearance, access and visibility, and are located in South San Francisco, California the Carmel Mountain Ranch and Rancho Xxxxxxxx areas (the surrounding commercial area"Comparable Area").

Option Rent. The annual Rent payable by Tenant during the Option Term (the “Option Rent”) shall be equal to the “Fair Rental ValueMarket Rent Rate,” as that term is defined below, for the Premises as of the commencement date of the Option Term. The “Fair Rental ValueMarket Rent Rate,” as used in this Lease, shall be equal to determined by calculating the net rent, which net rent shall then be adjusted on an effective basis, which net effective rent shall then be present valued and reduced by all upfront concessions and, thereafter, shall be future valued into an average annual rent per rentable square foot constant rental rate figure (including additional rent and considering collectively, the “Constant Rate Equivalent Approach”). The Fair Market Rent Rate shall take into consideration any “base year” or “expense stop” applicable thereto), including all escalations, at which tenants (pursuant to leases consummated within the twelve (12) month period preceding the first day of the Option Term), are leasing non-sublease, non-encumbered, non-equity space which is not significantly greater or smaller comparable in size than the subject spacesize, with a comparable level of improvements (excluding any property that Tenant would be allowed location and quality to remove from the Premises and consisting of at the termination of the Lease)least thirty-five thousand (35,000) rentable square feet or greater transactions, for a comparable lease termterm of five (5) years, in an arm’s length transaction, which comparable space is located in the “Comparable Buildings,” as that term is defined in this Section 2.2.22.4.2, below (transactions satisfying the foregoing criteria shall be known as the “Comparable Transactions”), taking into consideration the following concessions (the “Concessions”): (a) rental abatement concessions, if any, being granted such tenants in connection with such comparable space; (b) tenant improvements or allowances provided or to be provided for such comparable space, and taking into account the value, if any, of the existing improvements in the subject space, such value to be based upon the age, condition, design, quality of finishes and layout of the improvements provided that for purposes of determining the Fair Market Rent Rate, the value of the then existing improvements in the Premises shall not exceed an amount equal to Sixty and 00/100 Dollars ($60.00) per rentable square foot of the extent to which the same can be utilized by a general office/lab user other than TenantPremises; and (c) other reasonable monetary concessions being granted such tenants in connection with such comparable space; provided, however, that in calculating the Fair Rental ValueMarket Rent Rate, no consideration shall be given to (i) the fact that Landlord is or is not required to pay a real estate brokerage commission in connection with Tenant’s exercise of its right to extend the Lease Term, or the fact that landlords are or are not paying real estate brokerage commissions in connection with such comparable space, and (ii) any period of rental abatement, if any, granted to tenants in Comparable Transactions in connection with the design, permitting and construction of tenant improvements in such comparable spaces. The Fair Market Rent Rate shall additionally include a determination as to whether, and if so to what extent, Tenant must provide Landlord with financial security, such as a letter of credit or guaranty, for Tenant’s Rent obligations in connection with Tenant’s lease of the Premises during the Option Term. Such determination shall be made by reviewing the extent of financial security then generally being imposed in Comparable Transactions from tenants of comparable financial condition and credit history to the then existing financial condition and credit history of Tenant (with appropriate adjustments to account for differences in the then-existing financial condition of Tenant and such other tenants). The Concessions (A) shall be reflected in the effective rental rate (which effective rental rate shall take into consideration the total dollar value of such Concessions as amortized on a straight-line basis over the applicable term of the Comparable Transaction (in which case such Concessions evidenced in the effective rental rate shall not be granted to Tenant)) payable by Tenant, or (B) at Landlord’s election, all such Concessions shall be granted to Tenant in kind. The For purposes of this Lease, the term “Comparable Buildings” shall mean the Building and those certain other life sciences comparable institutionally-owned buildings which are comparable to the Building in terms of age (based upon the date of completion of construction or major renovation of to the building)similar size, age, location, quality of construction, level of appearance and services and amenities, size and appearanceto the Building, and are located in South San Franciscothe Fremont, California and the surrounding commercial area.

Option Rent. The annual Rent rent payable by Tenant during the Option Term (the “"Option Rent”") shall be equal to the “Fair Rental Value,” as that term is defined below, for the Premises as one hundred percent (100%) of the commencement date fixed rent component (and one hundred percent (100%) of the Option Term. The “Fair Rental Value,” as used in this Lease, shall be equal to additional rent component) of the annual rent per rentable square foot (including any additional rent and considering any “"triple net" applicable thereto or "base year” " or “"expense stop” " applicable thereto), on an annual per rentable square foot basis, including all escalations, at which tenants (pursuant to leases consummated within tenants, as of the twelve (12) month period preceding the first day commencement of the Option Term), are leasing non-sublease, non-encumbered, non-equity space which is not significantly greater or smaller comparable in size than the subject spacesize, with a comparable level of improvements (excluding any property that Tenant would be allowed location and quality to remove from the Premises at the termination of the Lease), for a comparable lease termterm of five (5) years, in an arm’s 's length transactiontransaction consummated during the twelve (12) month period prior to the date on which Landlord delivers to Tenant the "Option Rent Notice," as this term is defined below, which comparable space is spaces are located in the “Project and/or in the Comparable Buildings,” as that term is defined in this Section 2.2.2, below Buildings (transactions satisfying the foregoing criteria shall be known as the “"Comparable Transactions”"), taking into consideration only the following concessions (the “"Concessions”"): (a) rental abatement concessions, if any, being granted such tenants in connection with such comparable space; , and (b) tenant improvements or allowances provided or to be provided for such comparable space, and taking into account the value, if any, of the existing improvements in the subject space, such value to be based upon the age, condition, design, quality of finishes and layout of the improvements and the extent to which the same can be utilized by a general office/lab user other than Tenant; and (c) other reasonable monetary concessions being granted such tenants in connection with such comparable spacePremises; provided, however, that in calculating notwithstanding anything to the Fair Rental Valuecontrary herein, no consideration shall be given to the fact that Landlord is or is not required any construction period, if any, granted to pay a real estate brokerage commission tenants in Comparable Transactions in connection with Tenant’s exercise the initial design, permitting and construction of its right to extend tenant improvements in such comparable spaces; provided that, in no event shall the Base Rent component of the Option Rent, on an annual per rentable square foot basis, be less than the Base Rent being paid by Tenant under this Lease at the expiration of the initial Lease Term; and further provided that, or Tenant shall continue to pay Tenant's Share of Building Direct Expenses during the fact that landlords are or are not paying real estate brokerage commissions Option Term in connection accordance with such comparable spaceArticle 4 below. The Concessions Option Rent shall additionally include a determination as to whether, and if so to what extent, Tenant must provide Landlord with financial security, such as a security deposit, letter of credit or guaranty, for Tenant's rent obligations during the Option Term. Such determination shall be reflected made by reviewing the extent of financial security then generally being imposed in Comparable Transactions upon tenants of comparable financial condition and credit history to the then existing financial condition and credit history of Tenant (with appropriate adjustments to account for differences in the effective rental rate (which effective rental rate shall take into consideration the total dollar value then-existing financial condition of Tenant and such Concessions as amortized on a straight-line basis over the applicable term of the Comparable Transaction (in which case such Concessions evidenced in the effective rental rate shall not be granted to Tenantother tenants)) payable by Tenant. The term “Comparable Buildings” shall mean the Building and those other life sciences buildings which are comparable to the Building in terms of age (based upon the date of completion of construction or major renovation of to the building), quality of construction, level of services and amenities, size and appearance, and are located in South San Francisco, California and the surrounding commercial area.

Option Rent. The annual Rent payable by Tenant during the applicable Option Term (the “Option Rent”) shall be equal to (i) the “Fair Rental Value,” as that term is defined below, for the Premises as of the commencement date of the applicable Option Term for the first year of the applicable Option Term, and (ii) one hundred three percent (103%) of the prior year’s Option Rent for each subsequent year of the Option Term. The “Fair Rental Value,” as used in this Lease, shall be equal to the annual rent per rentable square foot (including additional rent and considering any “base year” or “expense stop” applicable thereto), including all escalations, at which tenants (pursuant to leases consummated within the twelve (12) month period preceding the first day of the applicable Option Term), are leasing non-sublease, non-encumbered, non-equity space which is not significantly greater or smaller in size than the subject space, with a comparable level of improvements (excluding any property that Tenant would be allowed to remove from the Premises at the termination of the Lease), for a comparable lease term, in an arm’s length transaction, which comparable space is located in the “Comparable Buildings,” as that term is defined in this Section 2.2.2, below (transactions satisfying the foregoing criteria shall be known as the “Comparable Transactions”), taking into consideration the following concessions (the “Concessions”): (a) rental abatement concessions, if any, being granted such tenants in connection with such comparable space; (b) tenant improvements or allowances provided or to be provided for such comparable space, and taking into account the value, if any, of the existing improvements in the subject space, such value to be based upon the age, condition, design, quality of finishes and layout of the improvements and the extent to which the same can be utilized by a general office/lab user other than Tenantimprovements; and (c) other reasonable monetary concessions being granted such tenants in connection with such comparable space; provided, however, that in calculating the Fair Rental Value, no consideration shall be given to any period of rental abatement, if any, granted to tenants in comparable transactions in connection with the fact that design, permitting and construction of tenant improvements in such comparable spaces. The Fair Rental Value shall additionally include a determination as to whether, and if so to what extent, Tenant must provide Landlord is with financial security, such as a letter of credit or is not required to pay a real estate brokerage commission guaranty, for Tenant’s Rent obligations in connection with Tenant’s exercise lease of its right the Premises during the applicable Option Term. Such determination shall be made by reviewing the extent of financial security then generally being imposed in Comparable Transactions from tenants of comparable financial condition and credit history to extend the Lease Term, or then existing financial condition and credit history of Tenant (with appropriate adjustments to account for differences in the fact that landlords are or are not paying real estate brokerage commissions in connection with then-existing financial condition of Tenant and such comparable spaceother tenants). The Concessions (A) shall be reflected in the effective rental rate (which effective rental rate shall take into consideration the total dollar value of such Concessions as amortized on a straight-line basis over the applicable term of the Comparable Transaction (in which case such Concessions evidenced in the effective rental rate shall not be granted to Tenant)) payable by Tenant, or (B) at Landlord’s election, all such Concessions shall be granted to Tenant in kind. The term “Comparable Buildings” shall mean those Class A laboratory and R&D buildings located in the Building and those other life sciences buildings which Western Sorrento Mesa Area of San Diego, California that are comparable to the Building in terms of age (based upon on the date of completion of original construction or the latest major renovation of to the building)renovation) location, quality of construction, level of services and amenities, size and appearance, and are located in South San Francisco, California and the surrounding commercial area.

Option Rent. The annual Rent payable by Tenant during the an Option Term (the “Option Rent”) shall be equal to the “Fair Rental Value,” as that term is defined below, for the Premises as of the commencement date of the Option Term. The “Fair Rental Value,” as used in this Lease, shall be equal to the annual rent per rentable square foot (including additional rent and considering any “base year” ’’ or “expense stop” applicable thereto; in connection therewith, the Base Year applicable during the Option Term shall be the calendar year in which such Option Term commences, unless such Option Term commences in the last calendar quarter of a calendar year (i.e., between October lst and December 31st) in which event the Base Year will be the next-succeeding calendar year, and such Base Year shall be factored into the determination of the Option Rent), including all escalations, at which tenants (pursuant to leases consummated within the twelve (12) month period preceding the first day of the Option Term), are leasing non-sublease, non-encumbered, non-equity space which is not significantly greater or smaller in size than the subject space, with a comparable level of improvements (excluding any property that Tenant would be allowed to remove from the Premises space and must contain at the termination of the Lease)least 100,000 rentable square feet, for a comparable lease term, in an arm’s length transaction, which comparable space is located in the “Comparable Buildings,” as that term is defined in this Section 2.2.2, below (transactions satisfying the foregoing criteria shall be known as the “Comparable Transactions”), taking into consideration all then-relevant factors, including the following concessions (the “Concessions”): (a) rental abatement concessions, if any, being granted such tenants in connection with such comparable space; (b) tenant improvements or allowances provided or to be provided for such comparable space, and taking into account the value, if any, of the existing improvements in the subject space, such value to be based upon the age, condition, design, quality of finishes and layout of the improvements and the extent to which the same can be utilized by a general office/lab user other than Tenant; and (c) other reasonable monetary concessions being granted such tenants in connection with such comparable space; provided, however, that in calculating the Fair Rental Value, no consideration shall be given to the fact that Landlord is or is not required to pay a real estate brokerage commission in connection with Tenant’s exercise of its right to extend the Lease Term, or the fact that landlords are or are not paying real estate brokerage commissions in connection with such comparable space. The Concessions shall be reflected in the effective rental rate (which effective rental rate shall take into consideration the total dollar value of such Concessions as amortized on a straight-line basis over the applicable term of the Comparable Transaction (in which case such Concessions evidenced in the effective rental rate shall not be granted to Tenant)) payable by Tenant. The term “Comparable Buildings” shall mean the Building and those other life sciences buildings which are comparable to the Building in terms of age (based upon the date of completion of construction or major renovation of to the building), quality of construction, level of services and amenities, size and appearance, and are located in South San Francisco, California and the surrounding commercial area.improvements

Option Rent. The annual Rent payable by Tenant during the Option Term (the “Option Rent”) shall be equal to the “Fair Rental Value,” Market Rent as that term is defined set forth below, for the Premises as . For purposes of the commencement date of the Option Term. The “Fair Rental Value,” as used in this Lease, the term “Market Rent” shall be equal to the annual mean rent per rentable square foot (including additional rent and considering any “base year” or “expense stop” applicable thereto), including all escalations, at which tenants (tenants, as of the commencement of the applicable term are, pursuant to leases consummated transactions completed within the twelve twenty-four (1224) month period preceding months prior to the first day of the applicable Option Term), are leasing non-sublease, non-encumbered, non-synthetic, non-equity space which is not significantly greater or smaller (unless such space was leased pursuant to a definition of “fair market” comparable to the definition of Market Rent) comparable in size than the subject spacesize, with a comparable level of improvements (excluding any property that Tenant would be allowed location and quality to remove from the Premises at the termination of the Lease), for a comparable lease term, “Comparable Term,” as that term is defined in an arm’s length transactionthis Section 2.2.2 (the “Comparable Deals”), which comparable space is located in the “Comparable Buildings,” as that term is defined in this Section 2.2.2, below giving appropriate consideration to the annual rental rates per rentable square foot (transactions satisfying adjusting the foregoing criteria shall be known base rent component of such rate to reflect a net value after accounting for whether or not utility expenses are directly paid by the tenant such as the “Comparable Transactions”Tenant’s direct utility payments provided for in Section 6.1 of this Lease), the standard of measurement by which the rentable square footage is measured, the ratio of rentable square feet to usable square feet, and taking into consideration only, and granting only, the following concessions (provided that the rent payable in Comparable Deals in which the terms of such Comparable Deals are determined by use of a discounted fair market rate formula shall be equitably increased in order that such Comparable Deals will not reflect a discounted rate) (collectively, the “Rent Concessions”): (a) rental abatement concessionsconcessions or build-out periods, if any, being granted such tenants in connection with such comparable spacespaces; (b) tenant improvements or improvement allowances provided or to be provided for such comparable space, and taking into account the value, if any, value of the existing improvements in the subject spacePremises, such value to be based upon the age, condition, design, quality of finishes and layout of the improvements and the extent to which the same can could be utilized by a general office/lab user other than office users as contrasted with this specific Tenant; and , (c) other reasonable monetary concessions being granted such tenants in connection with such comparable space; provided, however, that in calculating the Fair Rental Value, no consideration shall be given to the fact that Landlord is or is not required to pay a real estate brokerage commission in connection with Tenant’s exercise of its right to extend the Lease Term, or the fact that landlords are or are not paying real estate brokerage commissions in connection with such comparable space. The Concessions shall be reflected in the effective rental rate (which effective rental rate shall take into consideration the total dollar value of such Concessions as amortized on a straight-line basis over the applicable term of the Comparable Transaction (in which case such Concessions evidenced in the effective rental rate shall not be granted to Tenant)) payable by Tenant. The term “Comparable Buildings” shall mean the Building and those other life sciences buildings which are comparable to the Building in terms of age (based upon the date of completion of construction or major renovation of to the building), quality of construction, level of services and amenities, size and appearance, and are located in South San Francisco, California and the surrounding commercial area.any Proposition 13 protection,

Option Rent. The annual Rent rent payable by Tenant during the Option Term with respect to the Initial Premises (the “Option Rent”) shall be equal to the “Fair Rental Value,” as that term is defined below, for the Premises as of the commencement date of the Option Term. The “Fair Rental Value,” as used in this Lease, shall be equal to the annual rent per rentable square foot Rent (including additional rent Additional Rent and considering any “base year” or “expense stop” applicable thereto), including all escalations, at which tenants (pursuant to leases consummated within tenants, as of the twelve (12) month period preceding the first day commencement of the Option Term), are leasing non-sublease, non-encumberedencumbered space comparable in size, non-equity space which is not significantly greater or smaller in size than location and quality to the subject space, with a comparable level of improvements (excluding any property that Tenant would be allowed to remove from the Initial Premises at the termination of the Lease), for a comparable lease term, in an arm’s length transactionterm of five (5) years, which comparable space is located in the “Comparable Buildings,” as that term is defined in this Section 2.2.2, below (transactions satisfying the foregoing criteria shall be known as the “Comparable Transactions”)Project, taking into consideration only the following concessions (collectively, the “Option Rent Concessions”): (a) rental abatement concessions, if any, being granted such tenants in connection with such comparable space; , (b) tenant improvements or allowances provided or to be provided for such comparable space, and taking into account account, and deducting the valuevalue of, if any, of the existing improvements in the subject spaceExisting Building First Offer Space, such value to be based upon the age, condition, design, quality of finishes and layout of the improvements and the extent to which the same can could be utilized by a general office/lab user other than Tenantoffice user; and (c) other reasonable monetary leasing commissions that would be payable to licensed real estate brokers. Notwithstanding anything to the contrary in the foregoing, in no event shall the “Base Rent,” as that term is defined in Section 3.1 below, payable by Tenant during the Option Term with respect to the Premises be less than the “Prior Base Rent,” as that term is defined in Section 1.3.3 above, except the Prior Base Rent shall be determined as of the commencement of the Option Term. In the event that the base rent component of the Option Rent is the Prior Base Rent, then (A) the new “Base Year,” as that term is defined in Section 4.2.1, below, with respect to the Premises shall be the calendar year in which the Option Term commences, and (B) the concessions being granted such tenants to Tenant in connection with such comparable space; provided, however, that in calculating the Fair Rental Value, no consideration Existing Building First Offer Space shall be given equal to the fact that Landlord is or is not required to pay a real estate brokerage commission in connection with Tenant’s exercise of its right to extend the Lease Term, or the fact that landlords are or are not paying real estate brokerage commissions in connection with such comparable space. The Concessions shall be reflected in the effective rental rate (which effective rental rate shall take into consideration the total dollar value of such Concessions as amortized on a straight-line basis over the applicable term of the Comparable Transaction (in which case such Concessions evidenced in the effective rental rate shall not be granted to Tenant)) payable by Tenant. The term “Comparable Buildings” shall mean the Building and those other life sciences buildings which are comparable to the Building in terms of age (based upon the date of completion of construction or major renovation of to the building), quality of construction, level of services and amenities, size and appearance, and are located in South San Francisco, California and the surrounding commercial areaOption Rent Concessions.

Option Rent. The annual Rent payable by Tenant Lessee during the Option Term (the “Option Rent”) shall be equal to the “Fair Rental Value,” as that term is defined below, Value for the Premises as of the commencement date of the Option Term. The “Fair Rental Value,” as used in this Lease, shall be equal to the annual rent per rentable square foot (including additional rent and considering any “base year” or “expense stop” applicable thereto), including all escalations, at which tenants (pursuant to leases consummated within the twelve (12) month period preceding the first day of the Option Term), are leasing non-sublease, non-encumbered, non-equity space which is not significantly greater or smaller in size than the subject space, with a comparable level of improvements (excluding any property that Tenant would be allowed to remove from the Premises at the termination of the Lease), for a comparable lease term, in an arm’s length transaction, which comparable space is located in the “Comparable Buildings,” as that term is defined in this Section 2.2.2, below (transactions satisfying the foregoing criteria shall be known as the “Comparable Transactions”), taking into consideration the following concessions (the “Concessions”): (a) rental abatement concessions, if any, being granted such tenants in connection with such comparable space; (b) tenant improvements or allowances provided or to be provided for such comparable space, and taking into account the value, if any, of the existing improvements in the subject space, such value to be based upon the age, condition, design, quality of finishes and layout of the improvements and the extent to which the same can be utilized by a general office/lab user other than Tenant; and (c) other reasonable monetary concessions being granted such tenants in connection with such comparable space; provided, however, that the base rent component of the Option Rent on an annual, per rentable square foot basis shall in calculating no event be less than one hundred three percent (103%) of the Fair Rental ValueBase Rent on an annual, no consideration per rentable square foot basis, under the Lease, as amended, as the date immediately prior to the commencement of the Option Term (the day the Option Term commences shall be given the “Option Term Commencement Date”), including all applicable escalations to the fact Base Rent made or to be made during the Expansion Term (the “Prior Base Rent”). In the event that Landlord the base rent component of the First Offer Rent is or is not required to pay a real estate brokerage commission in connection with Tenant’s exercise the Prior Base Rent, then the Base Rent shall increase by three percent (3%) on each anniversary of its right to extend the Lease Term, or the fact that landlords are or are not paying real estate brokerage commissions in connection with such comparable spaceOption Term Commencement Date. The Concessions (A) shall be reflected in the effective rental rate (which effective rental rate shall take into consideration the total dollar value of such Concessions as amortized on a straight-line basis over the applicable term of the Comparable Transaction (in which case such Concessions evidenced in the effective rental rate shall not be granted to TenantLessee)) payable by TenantXxxxxx, or (B) at Lessor’s election, all such Concessions shall be granted to Lessee in kind. The term “Comparable Buildings” shall mean the Building and those other life sciences buildings which are comparable Notwithstanding anything to the Building contrary contained in terms this Section 11.2 above, if there are not a sufficient number of age (based upon the date of completion of construction or major renovation of Comparable Transactions with a comparable lease term to the building)Option Term to determine the Fair Rental Value for a lease of such duration, quality then the Fair Rental Value for purposes of constructionthis Section 11.2 shall be equal to that of Comparable Transactions with a term of five (5) years, level of services and amenities, size and appearance, and are located in South San Francisco, California and provided that the surrounding commercial areaConcessions shall be appropriately prorated on a fractional basis to account for the shorter Option Term.

Option Rent. The annual Rent rent payable by Tenant during the each Option Term (the “"Option Rent”") shall be equal to ninety-five percent (95%) of the “Fair Rental Market Value (as hereinafter defined) of the Premises, as increased by three percent (3%) on each anniversary of the commencement of the applicable Option Term. "Fair Market Value,” as that term is defined below" shall mean the fixed rent component, for the Premises on an annual per rentable square foot basis, at which tenants, as of the commencement date of the applicable Option Term. The “Fair Rental Value,” as used in this Lease, shall be equal to the annual rent per rentable square foot (including additional rent and considering any “base year” or “expense stop” applicable thereto), including all escalations, at which tenants (pursuant to leases consummated within the twelve (12) month period preceding the first day of the Option Term), are leasing non-sublease, non-encumbered, non-equity space which is not significantly greater or smaller comparable in size than the subject spacesize, with a comparable level of improvements (excluding any property that Tenant would be allowed location and quality to remove from the Premises at the termination of the Lease), for a comparable lease termterm of at least three (3) years, in an arm’s 's length transactiontransaction consummated during the twelve (12) month period prior to the date on which Landlord delivers to Tenant the applicable "Option Rent Notice," as this term is defined below, which comparable space is located in the “Project and in the Comparable Buildings,” as that term is defined in this Section 2.2.2Buildings ("Comparable Transactions"). In examining the terms of the Comparable Transactions to determine Fair Market Value, below (transactions satisfying the foregoing criteria all concessions and other relevant factors of such Comparable Transactions shall be known as taken into account, including, without limitation, the “Comparable Transactions”), taking into consideration the following concessions (the “Concessions”): following: (a) rental abatement concessions, if any, being granted such tenants in connection with such comparable space; space (subject to clause (2) below), (b) tenant improvements (existing or to be provided by the landlord) or tenant improvement, refurbishment, carpet and paint and similar allowances therefor provided or to be provided by the landlord for such comparable space, and taking into account account, and deducting the valuevalue of, if any, of the existing improvements in the subject spacePremises, such value to be based upon the age, condition, design, quality of finishes and layout of the improvements and the extent to which the same can could be utilized by a general office/lab user other than Tenant based upon the fact that the precise tenant improvements existing in the Premises are specifically suitable to Tenant (but excluding from such deduction the value of any specialized improvements installed by Tenant that are specific in nature to Tenant; and 's use or business), (c) other reasonable monetary concessions being granted location, size, and/or floor level(s) of the space in question when compared to the Premises, (d) the standards of measurement used to arrive at "rentable square footage" of the space in question when compared to the standards of measurement used to arrive at the rentable square footage of the Premises, (e) location, quality, and age of the applicable building in which the space in question is located, (f) relocation/moving allowances provided and any lease takeover obligations of the landlord; (g) space planning and test fit allowances, if not a part of any tenant improvement allowances, (h) extent of services provided or to be provided by the landlord; (i) size and type of campus, and amenities provided to tenants, (j) amount of parking provided and associated charges, (k) the method of expense recovery, if any, provided for in such tenants Comparable Transaction (including whether the same is a gross lease or provides for any additional rent and considering whether the same is on a "triple net", "base year" or "expense stop" basis, and any applicable exclusions or limitations on reimbursable expenses), when compared to Tenant's obligations under Article 4 for such Option Term), (l) term of lease and any early termination options in connection with favor of either party, and (m) any step up or escalations in rent provided for in such comparable spaceComparable Transactions compared to the annual 3% step ups in Option Rent provided for above; provided, however, that in calculating notwithstanding anything to the Fair Rental Valuecontrary herein, no consideration shall be given to (1) the fact that Landlord is or is not required to pay a real estate brokerage commission in connection with Tenant’s 's exercise of its right to extend lease the Lease Term, Premises during the applicable Option Term or the fact that landlords are the Comparable Transactions do or are do not paying involve the payment of real estate brokerage commissions commissions, and (2) any period of rental abatement, if any, granted to tenants in Comparable Transactions in connection with such comparable space. The Concessions shall be reflected the period required for the design, permitting and construction of tenant improvements in the effective rental rate (space which effective rental rate shall take into consideration is the total dollar value subject of such Concessions as amortized on a straight-line basis over Comparable Transactions. Tenant shall continue to pay Tenant's Share of Building Direct Expenses during the applicable term of the Comparable Transaction (Option Term in which case such Concessions evidenced in the effective rental rate shall not be granted to Tenant)) payable by Tenant. The term “Comparable Buildings” shall mean the Building and those other life sciences buildings which are comparable to the Building in terms of age (based upon the date of completion of construction or major renovation of to the building), quality of construction, level of services and amenities, size and appearance, and are located in South San Francisco, California and the surrounding commercial areaaccordance with Article 4 below.

Option Rent. The annual Rent rent payable by Tenant during the Option Term (the “Option Rent”) shall be equal to the “Fair Rental Value,” as that term is defined below, for the Premises as of the commencement date of the Option TermMarket Rent Rate. The “Fair Rental Value,Market Rent Rate” as used in this Lease, shall be equal to the annual rent per rentable square foot (including additional rent and considering any “base year” or “expense stop” applicable thereto), including all escalations, at which tenants (pursuant to leases consummated within tenants, as of the twelve (12) month period preceding the first day commencement of the Option Term), Term are leasing non-sublease, non-encumbered, non-equity equity, non-renewal, non-expansion space which is not significantly greater or smaller comparable in size than size, location and quality to the subject space, with a comparable level of improvements (excluding any property that Tenant would be allowed to remove from the Premises at the termination of the Lease)Premises, for a comparable similar lease term, in an arm’s arms length transaction, which comparable space is located in the “Project, and in Comparable Buildings,” as that term is defined in this Section 2.2.2, below Buildings (transactions satisfying the foregoing criteria shall be known as the “Comparable Transactions”), taking into consideration the following concessions (the “Concessions”): concessions: (a) rental abatement concessions, if any, being granted such tenants in connection with such comparable space; , (b) tenant improvements or allowances provided or to be provided for such comparable space, and taking into account account, and deducting the valuevalue of, if any, of the existing improvements in the subject spacePremises, such value to be based upon the age, condition, design, quality of finishes finishes, and layout of the improvements and the extent to which the same can could be utilized by a general office/lab user other than Tenant; office user, and (c) all other reasonable monetary concessions and non-monetary concessions, if any, being granted such tenants in connection with such comparable space; space provided, however, that in calculating notwithstanding anything to the Fair Rental Valuecontrary herein, no consideration shall be given to (x) the fact that Landlord is or is not required to pay a real estate brokerage commission in connection with Tenant’s exercise of its right to extend the Lease Term, applicable term or the fact that landlords are the comparable transactions do or are do not paying involve the payment of real estate brokerage commissions commissions, and (y) any period of rental abatement, if any, granted to tenants in Comparable Transactions in connection with the design, permitting and construction of tenant improvements in such comparable spacespaces. The Concessions Fair Market Rent Rate shall additionally include a determination as to whether, and if so to what extent, Tenant must provide Landlord with financial security, such as a letter of credit or guaranty, for Tenant’s Rent obligations during the Option Term. Such determination shall be reflected made by reviewing the extent of financial security then generally being imposed in Comparable Transactions from tenants of comparable financial condition and credit history to the then existing financial condition and credit history of Tenant (with appropriate adjustments to account for differences in the effective rental rate then-existing financial condition of Tenant and such other tenants). If in determining the Fair Market Rent Rate for the Option Term, Tenant is deemed to be entitled to a tenant improvement or comparable allowance for the improvement of the Premises (which effective rental rate shall take into consideration the total dollar value of such Concessions as amortized on allowance, the “Option Term TI Allowance”), Landlord may, at Landlord’s sole option, elect any or a straight-line basis over the applicable term portion of the Comparable Transaction following: (A) to grant some or all of the Option Term TI Allowance to Tenant as a lump sum payment to Tenant, and/or (B) in which case such Concessions evidenced in lieu of making a lump sum payment (or portion thereof) to Tenant, to reduce the rental rate component of the Fair Market Rent Rate to be an effective rental rate shall (calculated in such a manner as to account for the amortization of such Option Term TI Allowance (including interest at a reasonable market rate) that would have occurred) which takes into consideration that Tenant will not be granted to Tenant)) payable by Tenant. The term “Comparable Buildings” shall mean the Building and those other life sciences buildings which are comparable to the Building in terms receive a payment of age (based upon the date of completion of construction such Option Term TI Allowance, or major renovation of to the building), quality of construction, level of services and amenities, size and appearance, and are located in South San Francisco, California and the surrounding commercial areaportion thereof.

Option Rent. The annual Rent payable by Tenant during the Option Term (the “Option Rent”) shall be equal to the Market Rent as set forth below. For purposes of this Exhibit, the term “Fair Rental Value,Market Rent” as that term is defined below, for the Premises as of the commencement date of the Option Term. The “Fair Rental Value,” as used in this Lease, shall be equal to the annual mean rent per rentable square foot (including additional rent rent, and considering (x) any “base year” or “expense stop” applicable thereto, as well as (y) the inclusion of any utility expenses as a part thereof), including all escalations, at which tenants (tenants, as of the commencement of the term are, pursuant to leases consummated transactions completed within the twelve twenty-four (1224) month period preceding months prior to the first day of the Option Term), are leasing non-sublease, non-encumbered, non-synthetic, non-equity space which is not significantly greater or smaller (unless such space was leased pursuant to a definition of “fair market” comparable to the definition of Market Rent) comparable in size than the subject spacesize, with a comparable level of improvements (excluding any property that Tenant would be allowed location and quality to remove from the Premises at the termination of the Lease), for a comparable lease term, “Comparable Term,” as that term is defined in an arm’s length transactionthis Section 2.1 (the “Comparable Deals”), which comparable space is located in the “Comparable Buildings,” as that term is defined in this Section 2.2.22.1, below (transactions satisfying giving appropriate consideration to the foregoing criteria shall be known as annual rental rates per rentable square foot, the “Comparable Transactions”)standard of measurement by which the rentable square footage is measured, the ratio of rentable square feet to usable square feet, and taking into consideration only, and granting only, the following concessions (provided that the rent payable in Comparable Deals in which the terms of such Comparable Deals are determined by use of a discounted fair market rate formula shall be equitably increased in order that such Comparable Deals will not reflect a discounted rate) (collectively, the “Rent Concessions”): (a) rental abatement concessions or build-out periods, if any, being granted such tenants in connection with such comparable spaces; (b) improvements or allowances provided or to be provided for such comparable space, taking into account the value of the existing improvements in the Premises, such value to be based upon the age, quality and layout of the improvements and the extent to which the same could be utilized by general office users as contrasted with this specific Tenant, (c) Proposition 13 protection, and (d) all other monetary concessions, if any, being granted such tenants in connection with such comparable space; (b) tenant improvements or allowances provided or to be provided for such comparable space, and taking into account the value, if any, of the existing improvements in the subject space, such value to be based upon the age, condition, design, quality of finishes and layout of the improvements and the extent to which the same can be utilized by a general office/lab user other than Tenant; and (c) other reasonable monetary concessions being granted such tenants in connection with such comparable space; provided, however, that in calculating notwithstanding anything to the Fair Rental Valuecontrary herein, no consideration shall be given to the fact that Landlord is or is not required to pay a real estate brokerage commission in connection with Tenant’s exercise of its right to extend the Lease Term, applicable term or the fact that landlords are the Comparable Deals do or are do not paying involve the payment of real estate brokerage commissions in connection with such comparable spacecommissions. The Concessions term “Comparable Term” shall refer to the length of the lease term, without consideration of options to extend such term, for the space in question. In addition, the determination of the Market Rent shall include a determination as to whether, and if so to what extent, Tenant must provide Landlord with financial security, such as a letter of credit or guaranty, for Tenant’s rent obligations during any Option Term. Such determination shall be reflected made by reviewing the extent of financial security then generally being imposed in Comparable Transactions upon tenants of comparable financial condition and credit history to the then existing financial condition and credit history of Tenant (with appropriate adjustments to account for differences in the then-existing financial condition of Tenant and such other tenants). If in determining the Market Rent, Tenant is entitled to a improvement or comparable allowance for the improvement of the Premises (the “Option Term Improvement Allowance”), Landlord may, at Landlord’s sole option, elect any or a portion of the following: (A) to grant some or all of the Option Term Improvement Allowance to Tenant in the form as described above (i.e., as an improvement allowance), and/or (B) to reduce the rental rate component of the Market Rent to be an effective rental rate (which effective rental rate shall take takes into consideration that Tenant will not receive the total dollar value of such Concessions as amortized on a straight-line basis over the applicable term of the Comparable Transaction excess Option Term Improvement Allowance (in which case such Concessions the Option Term Improvement Allowance evidenced in the effective rental rate shall not be granted to Tenant)) payable by Tenant. The term “Comparable Buildings” shall mean the Building and those other life sciences first-class institutionally-owned office buildings which are comparable to the Building in terms of age (based upon the date of completion of construction or major renovation of as to the buildingbuilding containing the portion of the Premises in question), quality of construction, including finishes for both the interior of the Premises and the Common Areas, architectural identity of Building profile, level of services and amenitiesamenities (including the type (e.g., surface, covered, subterranean) and amount of parking), size and appearance, and are located in South the “Comparable Area,” which is the Highway 92/101 corridor in central San FranciscoMateo County, California and the surrounding commercial area.

Option Rent. The annual Base Rent payable by Tenant during the Option Term (the “Option Rent”): (i) with respect to the Challenger Premises shall be equal to the greater of (A) the Challenger Floor Base Rent (as defined hereinbelow), and (B) the Challenger Fair Market Rental Rate (as defined hereinbelow); and (ii) with respect to the Atlantic Premises shall be equal to the greater of (A) the Atlantic Floor Base Rent (as defined hereinbelow), and (B) the Atlantic Fair Market Rental Rate (as defined hereinbelow). As used herein, (1) the “Fair Rental Value,Challenger Floor Base Rent” shall mean an amount equal to the product of (x) $1.25, multiplied by (y) twelve (12), multiplied by (z) the number of rentable square feet in the Challenger Premises, which Challenger Floor Base Rent will be increased as that term is defined below, for of the Premises as first (1st) anniversary of the commencement date of the Option Term. The Term and each annual anniversary thereafter during the Option Term by three percent (3%) on a cumulative and compounded basis, and (2) the “Fair Rental Value,Atlantic Floor Base Rent” as used in this Lease, shall be mean an amount equal to the annual rent per rentable square foot product of (including additional rent and considering any “base year” or “expense stop” applicable thereto)x) $1.82, including all escalations, at which tenants multiplied by (pursuant to leases consummated within the y) twelve (12), multiplied by (z) month period preceding the number of rentable square feet in the Atlantic Premises, which Atlantic Floor Base Rent will be increased as of the first day (1st) anniversary of the commencement date of the Option Term and each annual anniversary thereafter during the Option Term by three percent (3%) on a cumulative and compounded basis. As used herein, the “Challenger Fair Market Rental Rate” shall mean the annual base rent at which non-equity tenants, as of the commencement of the Option Term), are will be leasing non-subleasesublease space comparable in size, non-encumbered, non-equity space which is not significantly greater or smaller in size than location and quality to the subject space, with a comparable level of improvements (excluding any property that Tenant would be allowed to remove from the Challenger Premises at the termination of the Lease), for a comparable lease term, in an arm’s length transaction, which comparable space is located in the other existing buildings in the Project which are office buildings, and in other single story office buildings in the Alameda Office Market that are of age and quality comparable to the Building (collectively, “Comparable Buildings,” as that term is defined in this Section 2.2.2, below (transactions satisfying the foregoing criteria shall be known as the “Comparable Transactions”), taking into consideration the following all free rent and other out-of-pocket concessions (the “Concessions”): (a) rental abatement concessions, if any, generally being granted at such tenants in connection with time for such comparable space; space for the Option Term (b) including, without limitation, any tenant improvements or allowances provided or to be improvement allowance provided for such comparable space, and with the amount of such tenant improvement allowance to be provided for the Challenger Premises during the Option Term to be determined after taking into account the value, if any, of the existing improvements in the subject space, such value to be based upon the age, condition, design, quality of finishes and layout of the tenant improvements and in the extent to which Challenger Premises as of the same can be utilized by a general office/lab user other than Tenant; and (c) other reasonable monetary concessions being granted such tenants in connection with such comparable spacecommencement of the Option Term); provided, however, that in calculating if Tenant does not deliver the Fair Rental Value, no consideration shall be given Tangible Net Worth Documentation to the fact that Landlord is or is not required to pay a real estate brokerage commission in connection with Tenant’s exercise Interest Notice (as those terms are defined below), or if Landlord is not satisfied with Tenant’s Tangible Net Worth evidenced by the Tangible Net Worth Documentation delivered to Landlord, then the Challenger Fair Market Rental Rate shall mean the annual base rent at which non-equity tenants, as of its right to extend the Lease commencement of the Option Term, will be leasing non-sublease space comparable in size, location and quality to the Challenger Premises on an “as-is” basis for a comparable term, which comparable space is located in the Comparable Buildings (specifically excluding any free rent, tenant improvements, tenant improvement allowance or the fact that landlords are or are not paying real estate brokerage commissions in connection with other rental concessions provided for such comparable space. The Concessions shall be reflected in the effective rental rate (which effective rental rate shall take into consideration the total dollar value of such Concessions as amortized on a straight-line basis over the applicable term of the Comparable Transaction (in which case such Concessions evidenced in the effective rental rate ), and Landlord shall not be granted required to Tenant)) payable by Tenant. The term “Comparable Buildings” shall mean the Building and those other life sciences buildings which are comparable to the Building in terms of age (based upon the date of completion of construction or major renovation of to the building), quality of construction, level of services and amenities, size and appearance, and are located in South San Francisco, California and the surrounding commercial area.provide

Option Rent. The annual Rent payable by Tenant during the Option Term (the “Option Rent”) shall be equal to the “Fair Rental Value,” as that term is defined below, for the Premises as of the commencement date of the Option Term. The “Fair Rental Value,” as used in this Lease, shall be equal to the annual rent per rentable square foot (including additional rent and considering any “base year” or “expense stop” applicable thereto), including all escalations, at which tenants (pursuant to leases consummated within the twelve (12) month period preceding the first day of the Option Term), are leasing non-sublease, non-encumbered, non-equity space which is not significantly greater or smaller in size than the subject space, with a comparable level of improvements (excluding any property that Tenant would be allowed to remove from the Premises at the termination of the Lease), for a comparable lease term, in an arm’s length transaction, which comparable space is located in the Building or in “Comparable Buildings,” as that term is defined in this Section 2.2.21.2, below (transactions satisfying the foregoing criteria shall be known as the “Comparable Transactions”), taking into consideration the following concessions (the “Concessions”): (a) rental abatement concessions, if any, being granted such tenants in connection with such comparable space; (b) tenant improvements or allowances provided or to be provided for such comparable space, and taking into account the value, if any, of the existing improvements in the subject space, such value to be based upon the age, condition, design, quality of finishes and layout of the improvements and the extent to which the same can be utilized by a general office/lab user other than Tenantimprovements; and (c) other reasonable monetary concessions being granted such tenants in connection with such comparable space; provided, however, that in calculating the . The Fair Rental ValueValue shall additionally include a determination as to whether, no consideration shall be given and if so to the fact that what extent, Tenant must provide Landlord is with financial security, such as a letter of credit or is not required to pay a real estate brokerage commission guaranty, for Tenant’s Rent obligations in connection with Tenant’s exercise lease of its right the Premises during the Option Term. Such determination shall be made by reviewing the extent of financial security then generally being imposed in Comparable Transactions from tenants of comparable financial condition and credit history to extend the Lease Term, or then existing financial condition and credit history of Tenant (with appropriate adjustments to account for differences in the fact that landlords are or are not paying real estate brokerage commissions in connection with then-existing financial condition of Tenant and such comparable spaceother tenants). The Concessions (A) shall be reflected in the effective rental rate (which effective rental rate shall take into consideration the total dollar value of such Concessions as amortized on a straight-line basis over the applicable term of the Comparable Transaction (in which case such Concessions evidenced in the effective rental rate shall not be granted to Tenant)) payable by Tenant. The term “Comparable Buildings” shall mean the Building and those other life sciences buildings which are comparable to the Building in terms of age (based upon the date of completion of construction or major renovation of to the building), quality of construction, level of services and amenities, size and appearance, and are located in South San Francisco, California and the surrounding commercial area.such

Option Rent. The annual Rent rent payable by Tenant during the Option Term (the “"Option Rent”") shall be equal the "Fair Market Rental Rate" for the Premises. The term "Fair Market Rental Rate" for the Premises during the Option Term shall mean the annual amount per square foot of Rentable Area being charged on a full service basis by Landlord as of the first day of the Option Term for unencumbered, non-sublease, non-equity space comparable to the “Fair Rental Value,” Premises in the Project or if not enough comparable transactions exist in the Project, then the annual amount per square foot of Rentable Area being charged on a full service basis for comparable space in "Comparable Buildings" (as that term is defined below), for the Premises giving appropriate consideration to appropriate concessions ("Rent Concessions") and to all economic terms, such as of the commencement date of the Option Term. The “Fair Rental Value,” as used in this Lease, shall be equal to the annual rent rental rates per rentable square foot of Rentable Area, escalation clauses (including additional rent and considering any “such as net, base year” year or “expense stop” applicable thereto), including all escalations, at which tenants (pursuant to leases consummated within the twelve (12) month period preceding the first day of the Option Term), are leasing non-sublease, non-encumbered, non-equity space which is not significantly greater or smaller in size than the subject space, with a comparable level of improvements (excluding any property that Tenant would be allowed to remove from the Premises at the termination of the Lease), for a comparable lease term, in an arm’s length transaction, which comparable space is located in the “Comparable Buildings,” as that term is defined in this Section 2.2.2, below (transactions satisfying the foregoing criteria shall be known as the “Comparable Transactions”), taking into consideration the following concessions (the “Concessions”): (a) rental abatement concessionsfree rent, if any, length of the lease term, size and location of premises being granted such tenants leased and other generally acceptable terms and conditions for the tenancy of the space in connection with such comparable space; (b) tenant question, including Tenant improvements or allowances provided or to be provided for such comparable spacespace (provided, and taking into account however, that the value, if any, amount of such improvements or allowances shall be reduced when calculating the Option Rent by deducting the value of the existing improvements in the subject spacePremises, as of the first day of the Option Term, with such value to be based upon the age, condition, design, quality of finishes and layout of the improvements and the extent to which the same can be utilized by a general office/lab user other than Tenant; and (c) other reasonable monetary concessions being granted such tenants in connection with such comparable spaceimprovements); provided, however, that in calculating the Fair Market Rental ValueRate, no consideration shall be given to the fact that (i) any rental abatement is or is not given such lessees in connection with the construction of improvements in such comparable space, or (ii) Landlord is or is not required to pay a real estate brokerage commission in connection with Tenant’s exercise of its right to extend the Lease Option Term, or the fact that landlords are comparable deals do or are do not paying involve the payment of real estate brokerage commissions commissions. If, in connection with such comparable space. The determining the Fair Market Rental Rent, Rent Concessions shall be reflected are granted Landlord may, at Landlord's sole option, elect any or a portion of the following: (1) to grant some or all of the Rent Concessions to Tenant in the form as described above (or as free rent and/or an improvement allowance); or (2) to adjust the rental rate component of the Fair Market Rental Rate to be an effective rental rate (which effective rental rate shall take takes into consideration the total dollar value of such Rent Concessions as amortized on a straight-line basis over the applicable term of the Comparable Transaction (in which case such the Rent Concessions evidenced in the effective rental rate shall not be granted to Tenant)) payable by Tenant. The term “"Comparable Buildings” ", as used in this Lease, shall mean the Building and those other life sciences comparable office buildings which are comparable to the Building in terms of age (based upon the date of completion of construction or major renovation of to the building), quality of construction, level of services and amenities, size and appearance, and are located in South San Francisco, California and the surrounding commercial central Marin County area.

Option Rent. The annual Rent payable by Tenant during the Option Term (the “Option Rent”) shall be equal to the “Fair Rental Value,” Market Rent as that term is defined set forth below, for the Premises as . For purposes of the commencement date of the Option Term. The “Fair Rental Value,” as used in this Lease, the term “Market Rent” shall be equal to the annual mean rent per rentable square foot (including additional rent rent, and considering (x) any “base year” or “expense stop” applicable thereto, as well as (y) the inclusion of any utility expenses as a part thereof), including all escalations, at which tenants (tenants, as of the commencement of the applicable term are, pursuant to leases consummated transactions completed within the twelve twenty-four (1224) month period preceding months prior to the first day of the applicable Option Term), are leasing non-sublease, non-encumbered, non-synthetic, non-equity space which is not significantly greater or smaller (unless such space was leased pursuant to a definition of “fair market” comparable to the definition of Market Rent) comparable in size than the subject spacesize, with a comparable level of improvements (excluding any property that Tenant would be allowed location and quality to remove from the Premises at the termination of the Lease), for a comparable lease term, “Comparable Term,” as that term is defined in an arm’s length transactionthis Section 2.2.2 (the “Comparable Deals”), which comparable space is located in the “Comparable Buildings,” as that term is defined in this Section 2.2.2, below (transactions satisfying giving appropriate consideration to the foregoing criteria shall be known as annual rental rates per rentable square foot, the “Comparable Transactions”)standard of measurement by which the rentable square footage is measured, the ratio of rentable square feet to usable square feet, and taking into consideration only, and granting only, the following concessions (provided that the rent payable in Comparable Deals in which the terms of such Comparable Deals are determined by use of a discounted fair market rate formula shall be equitably increased in order that such Comparable Deals will not reflect a discounted rate) (collectively, the “Rent Concessions”): (a) rental abatement concessionsconcessions or build-out periods, if any, being granted such tenants in connection with such comparable spacespaces; (b) tenant improvements or allowances provided or to be provided for such comparable space, and taking into account the value, if any, value of the existing improvements in the subject spacePremises, such value to be based upon the age, condition, design, quality of finishes and layout of the improvements and the extent to which the same can could be utilized by a general office/lab user other than office users as contrasted with this specific Tenant; , and (c) all other reasonable monetary concessions concessions, if any, being granted such tenants in connection with such comparable space; provided0000 Xxxxx Xxxxxx Genworth Financial Wealth Management, however, that in calculating the Fair Rental Value, no consideration shall be given to the fact that Landlord is or is not required to pay a real estate brokerage commission in connection with Tenant’s exercise of its right to extend the Lease Term, or the fact that landlords are or are not paying real estate brokerage commissions in connection with such comparable space. The Concessions shall be reflected in the effective rental rate (which effective rental rate shall take into consideration the total dollar value of such Concessions as amortized on a straight-line basis over the applicable term of the Comparable Transaction (in which case such Concessions evidenced in the effective rental rate shall not be granted to Tenant)) payable by Tenant. The term “Comparable Buildings” shall mean the Building and those other life sciences buildings which are comparable to the Building in terms of age (based upon the date of completion of construction or major renovation of to the building), quality of construction, level of services and amenities, size and appearance, and are located in South San Francisco, California and the surrounding commercial area.Inc.

Option Rent. The annual Rent rent payable by Tenant during the Option Term (the “Option Rent”) shall be equal to ninety-five percent (95%) of the then “Fair Rental Value,Market Rent.” as that term is defined below, for the Premises as of the commencement date of the Option Term. The “Fair Rental ValueMarket Rent,” as used in this Lease, shall be equal to the annual rent per rentable square foot (including additional rent and considering any “base year” or “expense stop” applicable thereto)rent, including all escalations, at if any, which tenants (pursuant comparable to leases consummated within the twelve (12) month period preceding Tenant, as of the first day of the applicable Option Term), are leasing non-subleasefor a comparable term, non-encumberedrenewal, non-equity space which is not significantly greater or smaller comparable in size than to the subject spacePremises, with Renewal Space, First Offer Space, or “Management Office,” as that term is defined in Section 4.2.4(38) of this Lease, as applicable, from a willing, comparable level of improvements (excluding any property that Tenant would be allowed to remove from the Premises landlord, at the termination of the Lease), for a comparable lease term, in an arm’s length transactionlength, which comparable space is located in the “Comparable Buildings,” as that term .term is defined in this Section 2.2.229.18, below (transactions satisfying the foregoing criteria shall be known as the “Comparable Transactions”)below, taking into consideration the following factors and considering all tenant concessions and inducements given to tenants, including one hundred percent (100%) of the following concessions (which concessions Tenant, at its option, may take in the form as set forth below, or on an in-lieu cash up-front or rental credit basis of the same value as the concession): (i) the amount of protection received by tenants in connection with the payment of operating and tax expenses (i.e. – base year or expense stop), (ii) rental abatement concessions being given such tenants, if any, in connection with such comparable space and, as to First Offer Space only, in connection with the period of construction of such space, (iii) tenant improvement allowances and the value of tenant improvement work provided or to be provided for such comparable space, provided that there shall be deducted from any such comparable space allowance or tenant improvement value, and Landlord shall receive credit for, the value of the then existing improvements, if any, in the Premises, Renewal Space, or the First Offer Space, as applicable, regardless of whether the same were paid for or installed by Landlord or Tenant, with such value to be based upon the age, quality and layout of the improvements and the extent to which the same could be utilized by a general office user (the “ConcessionsExisting Improvements Value”): ), (aiv) rental abatement concessionsall other tenant inducements and landlord concessions and payments made to tenants, including, but not limited to, lease takeover payments, if any, being granted such tenants in connection with such comparable space, (v) the time the particular rental rate under consideration was agreed upon and became or is to become effective, (vi) the ratio of rentable square feet to usable square feet; (bvii) whether the lease transaction in question grants to the tenant improvements any protection from increases in any component or allowances provided or to be provided for such comparable spaceall of real property taxes and operating expenses, and taking into account if so, the value, if any, of the existing improvements in the subject space, such amount or value to be based upon the age, condition, design, quality of finishes and layout of the improvements and the extent to which the same can be utilized by a general office/lab user other than Tenantthereof; and (cviii) any other reasonable monetary concessions being granted such tenants in connection with such comparable space; providedmaterial factor, however, that in calculating the Fair Rental Value, no consideration shall be given to the fact that Landlord is benefit or is not required to pay burden which a real estate brokerage commission in connection with Tenant’s exercise of its right to extend the Lease Term, sophisticated tenant or the fact that landlords are or are not paying real estate brokerage commissions in connection with such comparable space. The Concessions shall be reflected in the effective rental rate (which effective rental rate shall take into consideration the total dollar value of such Concessions as amortized landlord would believe would have a material impact on a straight-line basis over the applicable term determination of the Comparable Transaction (in which case such Concessions evidenced in the effective rental rate shall not be granted to Tenant)) payable by Tenant. The term “Comparable Buildings” shall mean the Building and those other life sciences buildings which are comparable to the Building in terms of age (based upon the date of completion of construction or major renovation of to the building), quality of construction, level of services and amenities, size and appearance, and are located in South San Francisco, California and the surrounding commercial areacurrent Fair Market Rent.

Option Rent. The annual Rent payable by Tenant during the Option Term (the “Option Rent”) shall be equal to the “Fair Rental Value,” as that term is defined below, for the Premises as of the commencement date of the Option Term. The “Fair Rental Value,” as used in this Lease, shall be equal to the annual rent per rentable square foot (including additional rent and considering any “base year” or “expense stop” applicable thereto), including all escalations, at which tenants (pursuant to leases consummated within the twelve (12) month period preceding the first day of the Option Term), are leasing non-sublease, non-encumbered, non-equity space which is not significantly greater or smaller in size than the subject space, with a comparable level of improvements (excluding any property that Tenant would be allowed to remove from the Premises at the termination of the Lease), for a comparable lease term, in an arm’s length transaction, which comparable space is located in the “Comparable Buildings,” as that term is defined in this Section 2.2.250.2, below (transactions satisfying the foregoing criteria shall be known as the “Comparable Transactions”), taking into consideration the following concessions (the “Concessions”): (a) rental abatement concessions, if any, being granted such tenants in connection with such comparable space; (b) tenant improvements or allowances provided or to be provided for such comparable space, and taking into account the value, if any, of the existing improvements in the subject space, such value to be based upon the age, condition, design, quality of finishes and layout of the improvements and the extent to which the same can be utilized by a general office/lab office user other than Tenant; and (c) other reasonable monetary concessions being granted such tenants in connection with such comparable space; provided, however, that in calculating the Fair Rental Value, no consideration shall be given to (i) the fact that Landlord is or is not required to pay a real estate brokerage commission in connection with Tenant’s exercise of its right to extend the Lease Term, or the fact that landlords are or are not paying real estate brokerage commissions in connection with such comparable space, and (ii) any period of rental abatement, if any, granted to tenants in comparable transactions in connection with the design, permitting and construction of tenant improvements in such comparable spaces. The Fair Rental Value shall additionally include a determination as to whether, and if so to what extent, Tenant must provide Landlord with financial security, such as a letter of credit or guaranty, for Tenant’s Rent obligations in connection with Tenant’s lease of the Premises during the Option Term. Such determination shall be made by reviewing the extent of financial security then generally being imposed in Comparable Transactions from tenants of comparable financial condition and credit history to the then existing financial condition and credit history of Tenant (with appropriate adjustments to account for differences in the then-existing financial condition of Tenant and such other tenants). The Concessions (A) shall be reflected in the effective rental rate (which effective rental rate shall take into consideration the total dollar value of such Concessions as amortized on a straight-line basis over the applicable term of the Comparable Transaction (in which case such Concessions evidenced in the effective rental rate shall not be granted to Tenant)) payable by Tenant. The term “Comparable Buildings” shall mean the Building and those other life sciences buildings which are comparable to the Building in terms of age (based upon the date of completion of construction or major renovation of to the building), quality of construction, level of services and amenities, size and appearance, and are located in South San Francisco, California and the surrounding commercial area.a

Option Rent. The annual Rent payable by Tenant during the each Option Term (the “"Option Rent”") shall be equal to the “"Fair Rental ValueMarket Rent Rate,” " as that term is defined below, for the Premises as of the commencement date of the such Option Term. The “"Fair Rental ValueMarket Rent Rate,” " as used in this Lease, shall be equal to determined by calculating the net rent, which net rent shall then be adjusted on an effective basis, which net effective rent shall then be present valued and reduced by all upfront concessions and, thereafter, shall be future valued into an average annual rent per rentable square foot constant rental rate figure (including additional rent and considering collectively, the "Constant Rate Equivalent Approach"). The Fair Market Rent Rate shall take into consideration any “"base year” " or “"expense stop” " applicable thereto), including all escalations, at which tenants (pursuant to leases consummated within the twelve eighteen (1218) month period preceding the first day of the Option Term), are leasing non-sublease, non-encumbered, non-fixed rate options, non-equity space which is not significantly greater or smaller comparable in size than size, location and quality to the subject space, with a comparable level of improvements (excluding any property that Tenant would be allowed to remove from the Premises at the termination of the Lease)Premises, for a comparable lease termterm of five (5) years, in an arm’s 's length transaction, which comparable space is located in the “"Comparable Buildings,” " as that term is defined in this Section 2.2.2, below (transactions satisfying the foregoing criteria shall be known as the “"Comparable Transactions”"), and taking into consideration differences in the age and quality of such buildings, the differences in the historical rental rates ascribed to such buildings, the floor height of, and the views from, the comparable space vis-à-vis the subject space, and making adjustments for the following concessions (the “"Concessions”"): (a) rental abatement concessions, if any, being granted such tenants in connection with such comparable space; (b) tenant improvements or allowances provided or to be provided for such comparable space, and taking into account the value, if any, of the existing improvements in the subject space, such value to be based upon space (excluding the age, condition, design, quality of finishes and layout of the improvements and the extent to which the same can be utilized by a general office/lab user other than Tenant; and (c) other reasonable monetary concessions being granted such tenants in connection with such comparable space; provided, however, that in calculating the Fair Rental Value, no consideration shall be given to the fact that Landlord is or is not required to pay a real estate brokerage commission in connection with Tenant’s exercise of its right to extend the Lease Term, or the fact that landlords are or are not paying real estate brokerage commissions in connection with such comparable space. The Concessions shall be reflected in the effective rental rate (which effective rental rate shall take into consideration the total dollar value of such Concessions as amortized on a straight-line basis over the applicable term of the Comparable Transaction (improvements in which case such Concessions evidenced in the effective rental rate shall not be granted to Tenant)) payable by Tenant. The term “Comparable Buildings” shall mean the Building and those other life sciences buildings which are comparable to the Building in terms of age (based upon the date of completion of construction or major renovation of to the building), quality of construction, level of services and amenities, size and appearance, and are located in South San Francisco, California and the surrounding commercial area.the

Option Rent. The annual Rent payable by Tenant during the Option Term (the “Option Rent”) shall be equal to the “Fair Rental Value,” as that term is defined below, for the Premises as of the commencement date of the Option Term. The “Fair Rental Value,” as used in this Lease, shall be equal to the annual rent per rentable square foot (including additional rent and considering with appropriate consideration given to any “base year” or “expense stop” applicable thereto), including all escalationsany included period increases in fixed rentals, at which tenants (pursuant to leases consummated within the twelve (12) month period preceding the first day of the Option Term), are leasing non-sublease, non-encumbered, non-equity space which is not significantly greater or smaller in size than the subject space, with a comparable level of improvements (excluding any property that Tenant would be allowed to remove from the Premises at the termination of the Lease), for a comparable lease term, in an arm’s length transaction, which comparable space is located in the “Comparable Buildings,” as that term is defined in this Section 2.2.2defined, below (transactions satisfying the foregoing criteria shall be known as the “Comparable Transactions”), taking into consideration all relevant factors, including the following concessions (the “Concessions”): (a) rental abatement concessions, if any, being granted such tenants in connection with such comparable space; (b) tenant improvements or allowances provided or to be provided for such comparable space, and taking into account the value, if any, of the existing improvements in the subject space, such value to be based upon the age, condition, design, quality of finishes and layout of the improvements and the extent to which the same can be utilized by a general office/lab office user other than Tenant; and (c) other reasonable monetary concessions being granted such tenants in connection with such comparable space; provided, however, that in calculating the Fair Rental Value, no consideration shall be given to the fact that Landlord is or is not required to pay a real estate brokerage commission in connection with Tenant’s exercise of its right to extend the Lease Term, or the fact that landlords are or are not paying real estate brokerage commissions in connection with such comparable space. The Concessions (A) shall be reflected in the effective rental rate (which effective rental rate shall take into consideration the total dollar value of such Concessions as amortized on a straight-line basis over the applicable term of the Comparable Transaction (in which case such Concessions evidenced in the effective rental rate shall not be granted to Tenant)) payable by Tenant, or (B) at Landlord’s election, all such Concessions shall be granted to Tenant in kind. The term “Comparable Buildings” shall mean the Building and those other class A life sciences buildings which are comparable to the Building in terms of age (based upon the date of completion of construction or major renovation of to the building), quality of construction, level of services and amenities, size and appearance, and are located in South San FranciscoRedwood City, California and the surrounding commercial area.

Option Rent. The annual Rent payable by Tenant during the Option Term (the “Option Rent”) shall be equal to the “Fair Rental Value,” as that term is defined below, for the Premises as of the commencement date of the Option Term. The “Fair Rental Value,” as used in this Lease, shall be equal to the annual rent per rentable square foot (including additional rent and considering any “base year” or “expense stop” applicable thereto), including all escalations, at which tenants (pursuant to leases consummated within the twelve (12) month period preceding the first day of the Option Term), are leasing non-sublease, non-encumbered, non-equity space which is not significantly greater or smaller in size than the subject space, with a comparable level of improvements (excluding any property that Tenant would be allowed to remove from the Premises at the termination of the Lease), for a comparable lease term, in an arm’s length transaction, which comparable space is located in the “Comparable Buildings,” as that term is defined in this Section 2.2.2, below (transactions satisfying the foregoing criteria shall be known as the “Comparable Transactions”), taking into consideration the following concessions (the “Concessions”): (a) rental abatement concessions, if any, being granted such tenants in connection with such comparable space; (b) tenant improvements or allowances provided or to be provided for such comparable space, and taking into account the value, if any, of the existing improvements in the subject space, such value to be based upon the age, condition, design, quality of finishes and layout of the improvements and the extent to which the same can be utilized by a general office/lab office user other than Tenant; and (c) other reasonable monetary concessions being granted such tenants in connection with such comparable space; provided, however, that in calculating the Fair Rental Value, no consideration shall be given to (i) the fact that Landlord is or is not required to pay a real estate brokerage commission in connection with Tenant’s exercise of its right to extend the Lease Term, or the fact that landlords are or are not paying real estate brokerage commissions in connection with such comparable space, and (ii) any period of rental abatement, if any, granted to tenants in comparable transactions in connection with the design, permitting and construction of tenant improvements in such comparable spaces. The Fair Rental Value shall additionally include a determination as to whether, and if so to what extent, Tenant must provide Landlord with financial security, such as a letter of credit or guaranty, for Tenant’s Rent obligations in connection with Tenant’s lease of the Premises during the Option Term. Such determination shall be made by reviewing the extent of financial security then generally being imposed in Comparable Transactions from tenants of comparable financial condition and credit history to the then existing financial condition and credit history of Tenant (with appropriate adjustments to account for differences in the then-existing financial condition of Tenant and such other tenants). The Concessions (A) shall be reflected in the effective rental rate (which effective rental rate shall take into consideration the total dollar value of such Concessions as amortized on a straight-line basis over the applicable term of the Comparable Transaction (in which case such Concessions evidenced in the effective rental rate shall not be granted to Tenant)) payable by Tenant, or (B) at Landlord’s election, all such Concessions shall be granted to Tenant in kind. The term “Comparable Buildings” shall mean the Building and those other class A life sciences or class A office buildings which are comparable to the Building in terms of age (based upon the date of completion of construction or major renovation of to the building), quality of construction, level of services and amenities, size and appearance, and are located in South San FranciscoDurham, California North Carolina and the surrounding commercial area.

Option Rent. The annual Rent payable by Tenant during the Option Term (the “Option Rent”) shall be equal to (i) the “Fair Rental Value,” as that term is defined below, for the Premises as of the commencement date of the Option Term for the first year of the Option Term (i.e., December 1, 2025 - November 30, 2026), and (ii) one hundred three percent (103%) of the prior year’s Option Rent for each subsequent year of the Option Term. The “Fair Rental Value,” as used in this Lease, shall be equal to the annual rent per rentable square foot (including additional rent and considering any “base year” or “expense stop” applicable thereto), including all escalations, at which tenants (pursuant to leases consummated within the twelve (12) month period preceding the first day of the Option Term), are leasing non-sublease, non-encumbered, non-equity space which is not significantly greater or smaller in size than the subject space, with a comparable level of improvements (excluding any property that Tenant would be allowed to remove from the Premises at the termination of the Lease), for a comparable lease term, in an arm’s length transaction, which comparable space is located in the “Comparable Buildings,” as that term is defined in this Section 2.2.2, below (transactions satisfying the foregoing criteria shall be known as the “Comparable Transactions”), taking into consideration the following concessions (the “Concessions”): (a) rental abatement concessions, if any, being granted such tenants in connection with such comparable space; (b) tenant improvements or allowances provided or to be provided for such comparable space, and taking into account the value, if any, of the existing improvements in the subject space, such value to be based upon the age, condition, design, quality of finishes and layout of the improvements and the extent to which the same can be utilized by a general office/lab user other than Tenantimprovements; and (c) other reasonable monetary concessions being granted such tenants in connection with such comparable space; provided, however, that in calculating the Fair Rental Value, no consideration shall be given to any period of rental abatement, if any, granted to tenants in comparable transactions in connection with the fact that design, permitting and construction of tenant improvements in such comparable spaces. The Fair Rental Value shall additionally include a determination as to whether, and if so to what extent, Tenant must provide Landlord is with financial security, such as a letter of credit or is not required to pay a real estate brokerage commission guaranty, for Tenant’s Rent obligations in connection with Tenant’s exercise lease of its right the Premises during the Option Term. Such determination shall be made by reviewing the extent of financial security then generally being imposed in Comparable Transactions from tenants of comparable financial condition and credit history to extend the Lease Term, or then existing financial condition and credit history of Tenant (with appropriate adjustments to account for differences in the fact that landlords are or are not paying real estate brokerage commissions in connection with then-existing financial condition of Tenant and such comparable spaceother tenants). The Concessions (A) shall be reflected in the effective rental rate (which effective rental rate shall take into consideration the total dollar value of such Concessions as amortized on a straight-line basis over the applicable term of the Comparable Transaction (in which case such Concessions evidenced in the effective rental rate shall not be granted to Tenant)) payable by Tenant, or (B) at Landlord’s election, all such Concessions shall be granted to Tenant in kind. The term “Comparable Buildings” shall mean the Building, the 4939 DP Building and those other life sciences first-class laboratory and R&D buildings which located in the Xxxxxxxx Xxxx Xxxx xx Xxx Xxxxx, Xxxxxxxxxx that are comparable to the Building in terms of age (based upon on the date of completion of original construction or the latest major renovation of to the building)renovation) location, quality of construction, level of services and amenities, size and appearance, and are located in South San Francisco, California and the surrounding commercial area.

Option Rent. The annual Rent payable by Tenant during the Option Term (the “Option Rent”) shall be equal to the “Fair Rental Value,” as that term is defined below, for the Premises as of the commencement date of the Option Term. The “Fair Rental Value,” as used in this Lease, shall be equal to the annual rent per rentable square foot (including additional rent and considering any “base year” or “expense stop” applicable thereto), including all escalations, at which tenants (pursuant to leases consummated within the twelve (12) month period preceding the first day of the Option Term), are leasing non-sublease, non-encumbered, non-equity space which is not significantly greater or smaller in size than the subject space, with a comparable level of improvements (excluding any property that Tenant would be allowed to remove from the Premises at the termination of the Lease), for a comparable lease term, in an arm’s length transaction, which comparable space is located in the “Comparable Buildings,” as that term is defined in this Section 2.2.2, below (transactions satisfying the foregoing criteria shall be known as the “Comparable Transactions”), taking into consideration all relevant factors, including the following concessions (the “Concessions”): (a) rental abatement concessions, if any, being granted such tenants in connection with such comparable space; (b) tenant improvements or allowances provided or to be provided for such comparable space, and taking into account the value, if any, of the existing improvements in the subject spacespace (other than improvements installed by Tenant at Tenant’s sole cost and expense), such value to be based upon the age, condition, design, quality of finishes and layout of the improvements and the extent to which the same can be utilized by a general office/lab user other than Tenant; and (c) other reasonable monetary concessions being granted such tenants in connection with such comparable space; provided, however, that in calculating the Fair Rental Value, no consideration shall be given to the fact that Landlord is or is not required to pay a real estate brokerage commission in connection with Tenant’s exercise of its right to extend the Lease Term, or the fact that landlords are or are not paying real estate brokerage commissions in connection with such comparable space. The Concessions shall be reflected in the effective rental rate (which effective rental rate shall take into consideration the total dollar value of such Concessions as amortized on a straight-line basis over the applicable term of the Comparable Transaction (in which case such Concessions evidenced in the effective rental rate shall not be granted to Tenant)) payable by Tenant. The term “Comparable Buildings” shall mean the Building and those other life sciences buildings which are comparable to the Building in terms of age (based upon the date of completion of construction or major renovation of to the building), quality of construction, level of services and amenities, size and appearance, and are located in South San Francisco, California and the surrounding commercial area.

Option Rent. The annual Annual Base Rent payable by Tenant during the Option ----------- Term (the “Option Rent”"OPTION RENT") shall be equal to the “"Fair Market Rental Value,” as that term is defined below, Rate" for the Premises Premises. As used herein, the "FAIR MARKET RENTAL RATE" for purposes of determining the Annual Base Rent for the Option Term (and/or for purposes of determining the Annual Base Rent for the First Offer Space pursuant to Section 1.4 of the Lease) shall mean the Annual Base Rent at which non-renewal, non- equity, non-expansion tenants, as of the commencement date of the Option Term. The “Fair Rental Value,” Term (or the lease term for the First Offer Space, as used the case may be), will be leasing non- sublease, unencumbered space comparable in this Leasesize, shall be equal location and quality to the annual rent per rentable square foot Premises (including additional rent and considering any “base year” or “expense stop” applicable thereto)First Offer Space, including all escalations, at which tenants (pursuant to leases consummated within as the twelve (12case may be) month period preceding the first day of the Option Term), are leasing non-sublease, non-encumbered, non-equity space which is not significantly greater or smaller in size than the subject space, with a comparable level of improvements (excluding any property that Tenant would be allowed to remove from the Premises at the termination of the Lease), for a comparable lease term, in an arm’s length transaction, which comparable space is located in the “Building and in other Comparable Buildings,” Buildings (as that term is defined in this Section 2.2.2, below (transactions satisfying 6.1 of the foregoing criteria shall be known as the “Comparable Transactions”Lease), taking into consideration the following free rent, reduced rent, free and/or reduced parking (if any), and other lease concessions (the “Concessions”): (a) rental abatement concessionsincluding tenant improvement allowances, if anybut in determining such allowances, being granted such tenants in connection with such comparable space; (b) tenant improvements or allowances provided or to be provided for such comparable space, and taking into account the value, if any, of the existing improvements in the subject space, such value to be based upon the age, conditionquality, design, quality of finishes value and layout of the existing tenant improvements and in the extent to which Premises, or First Offer Space, as the same can case may be, shall be utilized by a general office/lab user other than Tenant; and (ctaken into account) other reasonable monetary concessions generally being granted at such tenants in connection with time for such comparable spacespace for the Option Term (or the lease term for the First Offer Space, as the case may be). The Fair Market Rental Rate will be an effective rate, not specifically including, but accounting for, the appropriate concessions described above. All other terms and conditions of the Lease shall apply throughout the Option Term; provided, however, that Tenant shall, in calculating no event, have the Fair Rental Value, no consideration shall be given to the fact that Landlord is or is not required to pay a real estate brokerage commission in connection with Tenant’s exercise of its right option to extend the Lease Term, or Term beyond the fact that landlords are or are not paying real estate brokerage commissions Option Term described in connection with such comparable space. The Concessions shall be reflected in the effective rental rate (which effective rental rate shall take into consideration the total dollar value of such Concessions as amortized on a straight-line basis over the applicable term of the Comparable Transaction (in which case such Concessions evidenced in the effective rental rate shall not be granted to Tenant)) payable by Tenant. The term “Comparable Buildings” shall mean the Building and those other life sciences buildings which are comparable to the Building in terms of age (based upon the date of completion of construction or major renovation of to the building), quality of construction, level of services and amenities, size and appearance, and are located in South San Francisco, California and the surrounding commercial areaSection 1 above.

Option Rent. The annual Rent payable by Tenant during the Option Term (the “Option Rent”) shall be equal to the “Fair Rental Value,” as that term is defined below, for the Premises as of the commencement date of the Option Term. The “Fair Rental Value,” as used in this Lease, shall be equal to the annual rent per rentable square foot (including additional rent and considering any “base year” or “expense stop” applicable thereto), including all escalations, at which tenants (pursuant to leases consummated within the twelve (12) month period preceding the first day of the Option Term), are leasing non-sublease, non-encumbered, non-equity space which is not significantly greater or smaller in size than the subject space, with a comparable level of improvements (excluding any property that Tenant would be allowed to remove from the Premises at the termination of the Lease), for a comparable lease term, in an arm’s length transaction, which comparable space is located in the “Comparable Buildings,” as that term is defined in this Section 2.2.2, below (transactions satisfying the foregoing criteria shall be known as the “Comparable Transactions”), taking into consideration the following concessions (the “Concessions”): (a) rental abatement concessions, if any, being granted such tenants in connection with such comparable space; (b) tenant improvements or allowances provided or to be provided for such comparable space, and taking into account the value, if any, of the existing improvements in the subject space, such value to be based upon the age, condition, design, quality of finishes and layout of the improvements and the extent to which the same can be utilized by a general office/lab user other than Tenant; and (c) other reasonable monetary concessions being granted such tenants in connection with such comparable space; provided, however, that in calculating the Fair Rental Value, no consideration shall be given to the fact that Landlord is or is not required to pay a real estate brokerage commission in connection with Tenant’s exercise of its right to extend the Lease Term, or the fact that landlords are or are not paying real estate brokerage commissions in connection with such comparable space. The Concessions shall be reflected in the effective rental rate (which effective rental rate shall take into consideration the total dollar value of such Concessions as amortized on a straight-line basis over the applicable term of the Comparable Transaction (in which case such Concessions evidenced in the effective rental rate shall not be granted to Tenant)) payable by Tenant. The term “Comparable Buildings” shall mean the Building and those other life sciences buildings which are comparable to the Building in terms of age (based upon the date of completion of construction or major renovation of to the building), quality of construction, level of services and amenities, size and appearance, and are located in South San FranciscoRedwood City, California and the surrounding commercial area.

Option Rent. The annual Rent payable by Tenant during the Option Term (the “Option Rent”) shall be equal to the “Fair Rental Value,” Market Rent as that term is defined set forth below, for and the Premises as of Base Year shall be adjusted (with corresponding consideration to be given in determining the commencement date of Market Rent) to be the calendar year in which the Option TermTerm commences. The “Fair Rental Value,” as used in For purposes of this Lease, the term “Market Rent” shall be equal to the annual mean rent per rentable square foot (including additional rent and considering any “base year” or “expense stop” applicable thereto, and also considering the fact that Tenant is not required to pay a separate amount for parking), including all escalations, at which tenants (tenants, as of the commencement of the Option Term, or the First Offer Commencement Date, as applicable, are, pursuant to leases consummated new or renewal transactions completed within the twelve eighteen (1218) month period preceding months prior to the first day of the Option TermTerm (or, if applicable, nine (9) months prior to the First Offer Commencement Date), are leasing non-sublease, non-encumbered, non-equity space which is not significantly greater or smaller in size than the subject encumbered space, with a comparable level of improvements (excluding any property that Tenant would be allowed in size, location and quality to remove from the Premises at the termination of the Lease)or First Offer Space, as applicable, for a comparable lease term, “Comparable Term,” as that term is defined in an arm’s length transactionthis Section 2.2.2 (the “Comparable Deals”), which comparable space is located in the “Comparable Buildings,” as that term is defined in this Section 2.2.2, below giving appropriate consideration to the annual rental rates per rentable square foot (transactions satisfying adjusting the foregoing criteria shall be known base rent component of such rate to reflect a net value after accounting for whether or not janitorial and electricity expenses are directly paid by the tenant such as the “Comparable Transactions”Tenant’s direct janitorial and electricity payments provided for in Section 6.1 of this Lease), the standard of measurement by which the rentable square footage is measured, the ratio of rentable square feet to usable square feet, and taking into consideration only, and granting only, the following concessions (provided that the rent payable in Comparable Deals in which the terms of such Comparable Deals are determined by use of a discounted fair market rate formula shall be equitably increased in order that such Comparable Deals will not reflect a discounted rate) (collectively, the “Rent Concessions”): (a) rental abatement concessions, if any, being granted such tenants in connection with such comparable spacespaces; (b) tenant improvements or allowances provided or to be provided for such comparable space, and taking into account the value, if any, value of the existing improvements in the subject spacePremises or First Offer Space, as applicable, such value to be based upon the age, condition, design, quality of finishes and layout of the improvements and the extent to which the same can could be utilized by a general office/lab user other than office users as contrasted with this specific Tenant; and , (c) real estate brokerage commissions, if applicable, paid by the landlord in connection with such comparable space, and (d) all other reasonable monetary concessions concessions, if any, being granted such tenants in connection with such comparable space; provided, however, that in calculating the Fair Rental ValueMarket Rent, no consideration shall be given to the fact that Landlord is or is not required any period of rental abatement, if any, granted to pay a real estate brokerage commission tenants in comparable transactions in connection with Tenant’s exercise the design, permitting and construction of its right to extend the Lease Term, or the fact that landlords are or are not paying real estate brokerage commissions in connection with such comparable space. The Concessions shall be reflected in the effective rental rate (which effective rental rate shall take into consideration the total dollar value of such Concessions as amortized on a straight-line basis over the applicable term of the Comparable Transaction (in which case such Concessions evidenced in the effective rental rate shall not be granted to Tenant)) payable by Tenant. The term “Comparable Buildings” shall mean the Building and those other life sciences buildings which are comparable to the Building in terms of age (based upon the date of completion of construction or major renovation of to the building), quality of construction, level of services and amenities, size and appearance, and are located in South San Francisco, California and the surrounding commercial area.tenant

Option Rent. The annual Rent payable by Tenant during the Option Term (the “"Option Rent”") shall be equal to the “"Fair Rental Value,” " as that term is defined below, for the Premises as of the commencement date of the Option Term. The “"Fair Rental Value,” " as used in this Lease, shall be equal to the annual rent per rentable square foot (including additional rent and considering any “"base year” " or “"expense stop” " applicable thereto), including all escalations, at which tenants (pursuant to leases consummated within the twelve (12) month period preceding the first day of the Option Term), are leasing non-sublease, non-encumbered, non-equity space which is not significantly greater or smaller in size than the subject space, with a comparable level of improvements (excluding any property that Tenant would be allowed to remove from the Premises at the termination of the Lease), for a comparable lease term, in an arm’s 's length transaction, which comparable space is located in the “"Comparable Buildings,” " as that term is defined in this Section 2.2.2, below (transactions satisfying the foregoing criteria shall be known as the “"Comparable Transactions”"), taking into consideration the following concessions (the “"Concessions”"): (a) rental abatement concessions, if any, being granted such tenants in connection with such comparable space; (b) tenant improvements or allowances provided or to be provided for such comparable space, and taking into account the value, if any, of the existing improvements in the subject spacespace (other than improvements installed by Tenant at Tenant’s sole cost and expense), such value to be based upon the age, condition, design, quality of finishes and layout of the improvements and the extent to which the same can be utilized by a general office/lab user other than Tenant; and (c) other reasonable monetary concessions being granted such tenants in connection with such comparable space; provided, however, that in calculating the Fair Rental Value, no consideration shall be given to the fact that Landlord is or is not required to pay a real estate brokerage commission in connection with Tenant’s 's exercise of its right to extend the Lease Term, or the fact that landlords are or are not paying real estate brokerage commissions in connection with such comparable space. The Concessions shall be reflected in the effective rental rate (which effective rental rate shall take into consideration the total dollar value of such Concessions as amortized on a straight-line basis over the applicable term of the Comparable Transaction (in which case such Concessions evidenced in the effective rental rate shall not be granted to Tenant)) payable by Tenant. The term “Comparable Buildings” shall mean the Building and those other life sciences buildings which are comparable to the Building in terms of age (based upon the date of completion of construction or major renovation of to the building), quality of construction, level of services and amenities, size and appearance, and are located in South San Francisco, California and the surrounding commercial area.

Option Rent. The annual Rent payable by Tenant Lessee during the Option Term (the “Option Rent”) shall be equal to the “Fair Rental Value,” as that term is defined below, Value for the Premises as of the commencement date of the Option Term. The “Fair Rental Value,” as used in this Lease, shall be equal to the annual rent per rentable square foot (including additional rent and considering any “base year” or “expense stop” applicable thereto), including all escalations, at which tenants (pursuant to leases consummated within the twelve (12) month period preceding the first day of the Option Term), are leasing non-sublease, non-encumbered, non-equity space which is not significantly greater or smaller in size than the subject space, with a comparable level of improvements (excluding any property that Tenant would be allowed to remove from the Premises at the termination of the Lease), for a comparable lease term, in an arm’s length transaction, which comparable space is located in the “Comparable Buildings,” as that term is defined in this Section 2.2.2, below (transactions satisfying the foregoing criteria shall be known as the “Comparable Transactions”), taking into consideration the following concessions (the “Concessions”): (a) rental abatement concessions, if any, being granted such tenants in connection with such comparable space; (b) tenant improvements or allowances provided or to be provided for such comparable space, and taking into account the value, if any, of the existing improvements in the subject space, such value to be based upon the age, condition, design, quality of finishes and layout of the improvements and the extent to which the same can be utilized by a general office/lab user other than Tenant; and (c) other reasonable monetary concessions being granted such tenants in connection with such comparable space; provided, however, that the base rent component of the Option Rent on an annual, per rentable square foot basis shall in calculating no event be less than one hundred three percent (103%) of the Fair Rental ValueBase Rent on an annual, no consideration per rentable square foot basis, under the Lease, as amended, as the date immediately prior to the commencement of the Option Term (the day the Option Term commences shall be given the “Option Term Commencement Date”), including all applicable escalations to the fact Base Rent made or to be made during the Expansion Term (the “Prior Base Rent”). In the event that Landlord the base rent component of the First Offer Rent is or is not required to pay a real estate brokerage commission in connection with Tenant’s exercise the Prior Base Rent, then the Base Rent shall increase by three percent (3%) on each anniversary of its right to extend the Lease Term, or the fact that landlords are or are not paying real estate brokerage commissions in connection with such comparable spaceOption Term Commencement Date. The Concessions (A) shall be reflected in the effective rental rate (which effective rental rate shall take into consideration the total dollar value of such Concessions as amortized on a straight-line basis over the applicable term of the Comparable Transaction (in which case such Concessions evidenced in the effective rental rate shall not be granted to TenantLessee)) payable by TenantLessee, or (B) at Lessor’s election, all such Concessions shall be granted to Lessee in kind. The term “Comparable Buildings” shall mean the Building and those other life sciences buildings which are comparable Notwithstanding anything to the Building contrary contained in terms this Section 11.2 above, if there are not a sufficient number of age (based upon the date of completion of construction or major renovation of Comparable Transactions with a comparable lease term to the building)Option Term to determine the Fair Rental Value for a lease of such duration, quality then the Fair Rental Value for purposes of constructionthis Section 11.2 shall be equal to that of Comparable Transactions with a term of five (5) years, level of services and amenities, size and appearance, and are located in South San Francisco, California and provided that the surrounding commercial areaConcessions shall be appropriately prorated on a fractional basis to account for the shorter Option Term.

Option Rent. The annual Rent rent payable by Tenant during the First Option Term (the “Option RentFIRST OPTION RENT”) or the Second Option Term ( the “SECOND OPTION RENT”), as the case may be (collectively, the “OPTION RENT”), shall be equal to the then “Fair Rental Value,Market Rent.” as that term is defined below, for the Premises as of the commencement date of the Option Term. The “Fair Rental ValueFAIR MARKET RENT,” as used in this Lease, shall be equal to (a) ninety-five percent (95%) (or, in the annual rent per rentable square foot case of Expansion Space, Available Space, or an Option Term for less than all of the Premises, 100%) of the face or stated rental rate (including additional rent all escalations thereto) and considering any “base year” or “expense stop” applicable thereto), including all escalations, (b) one hundred percent (100%) of the other non-discounted economic terms at which tenants (pursuant comparable to leases consummated within the twelve (12) month period preceding Tenant, as of the first day of the applicable Option Term)Term or expansion term, are leasing for a comparable term, non-sublease, non-encumbered, non-equity space which is not significantly greater comparable in size, location and quality to the Premises, Expansion Space or smaller in size than the subject spaceAvailable Space, with as applicable, from a willing, comparable level of improvements (excluding any property that Tenant would be allowed to remove from the Premises landlord, at the termination of the Lease), for a comparable lease term, in an arm’s length transactionin transactions where the tenant’s were represented by a third party, arms length broker that received a customary commission from the landlord, which comparable space is located in the Building or in the “Comparable Buildings,” as that term is defined in this Section 2.2.2, below (transactions satisfying the foregoing criteria shall be known as the “Comparable Transactions”)SECTION 29.35 hereof, taking into consideration (i) a new base year in connection with the following concessions payment of operating and tax expenses, (the “Concessions”): (aii) rental abatement concessionsconcessions being given such tenants, if any, being granted such tenants in connection with such comparable space and, except with respect to any Option Term, in connection with the period of construction of such space; , (biii) tenant improvements or improvement allowances and the value of tenant improvement work provided or to be provided for such comparable space, and space taking into account and deducting the value, if any, value of the existing improvements in the subject spacePremises, such value to be based upon the age, condition, design, quality of finishes and layout of the improvements and the extent to which the same can be utilized by a general office/lab user other than Tenant; , and (c) other reasonable monetary concessions being granted such tenants in connection with such comparable space; providedthe case of any Option Term, however, that in calculating the Fair Rental Value, no consideration shall be given to taking into account the fact that Landlord is or is not required such improvements were specifically suitable to pay a real estate brokerage commission in connection with Tenant’s exercise of its right Tenant at the time they were constructed, and, (lv) other monetary concessions, if any, paid to extend the Lease Term, or the fact that landlords are or are not paying real estate brokerage commissions in connection with such comparable space. The Concessions shall be reflected in the effective rental rate (which effective rental rate shall take into consideration the total dollar value of such Concessions as amortized on a straight-line basis over the applicable term of the Comparable Transaction (in which case such Concessions evidenced in the effective rental rate shall not be granted to Tenant)) payable by Tenant. The term “Comparable Buildings” shall mean the Building and those other life sciences buildings which are comparable to the Building in terms of age (based upon the date of completion of construction or major renovation of to the building), quality of construction, level of services and amenities, size and appearance, and are located in South San Francisco, California and the surrounding commercial areatenants.

Option Rent. The annual Rent rent payable by Tenant during the Option Term (the “Option Rent”) shall be equal to the “Fair Market Rental Value,” as that term is defined below, for the Premises as of the commencement date of the Option TermPremises. The As used herein, “Fair Market Rental Value,” as used in this Lease, shall be equal to the annual rent per rentable square foot (including additional rent and LAKESHORE TOWERS BUILDING III 7 [Quality Systems, Inc.] considering any “base year” or “expense stop” applicable thereto), including all escalations, at which tenants (pursuant to leases consummated within which, as of the twelve (12) month period preceding the first day commencement of the Option Term)Term taking into consideration only those transactions involving the services of a professional real estate broker, tenants are leasing non-sublease, non-encumbered, non-equity space which is not significantly greater or smaller comparable in size than the subject spacesize, with a comparable level of improvements (excluding any property that Tenant would be allowed location and quality to remove from the Premises at the termination of the Lease), for a comparable lease term, in an arm’s length transaction, term of five (5) years which comparable space is located in the “Project and in Comparable Buildings,” as that term is defined , in this Section 2.2.2, below (transactions satisfying the foregoing criteria shall be known as the “Comparable Transactions”), either case taking into consideration the following concessions (the “Concessions”): following: (a) rental abatement concessions, if any, being granted such tenants in connection with such comparable space; (b) tenant improvements or allowances provided or to be provided for such comparable space, and taking into account account, and deducting the valuevalue of, if any, of the existing improvements in the subject spacePremises, such value to be based upon the age, condition, design, quality of finishes and layout of the improvements and the extent to which the same can be utilized by a general office/lab user other than Tenant based upon the fact that the precise tenant improvements existing in the Premises are specifically suitable to Tenant; and (c) other reasonable monetary concessions being granted or charges being imposed upon such tenants in connection with such comparable space, including parking concessions or charges; provided, however, that in calculating the Fair Market Rental Value, no consideration shall be given to the fact that Landlord is or is not required to pay a real estate brokerage commission in connection with Tenant’s exercise extension of its right to extend lease of the Lease TermPremises, or the fact that landlords are or are not paying real estate brokerage commissions in connection with such comparable space. The Concessions When considering rental rates in the Comparable Buildings, adjustments shall be reflected in made to such rates to increase or decrease such rates, as applicable, based on substantial historical differences between the effective rental rate (which effective rental rate shall take into consideration the total dollar value rates of such Concessions as amortized on a straight-line basis over the applicable term of the Comparable Transaction (in which case such Concessions evidenced in the effective rental rate shall not be granted to Tenant)) payable by Tenant. The term “Comparable Buildings” shall mean the Building and those other life sciences buildings which are any applicable Comparable Building. In calculating the Option Rent, no consideration shall be given to any period of rental abatement granted to tenants in comparable to transactions in connection with the Building design, permitting and construction of tenant improvements in terms of age (based upon the date of completion of construction or major renovation of to the building), quality of construction, level of services and amenities, size and appearance, and are located in South San Francisco, California and the surrounding commercial areasuch comparable spaces.

Option Rent. The annual Rent payable by Tenant during the Option Term (the “Option Rent”) shall be equal to the “Fair Rental Value,” as that term is defined below, then prevailing fair market rent for the Premises as of the commencement date of the Option Term. The “Fair Rental Value,” as used in this Lease, then prevailing fair market rent shall be equal to the annual rent per rentable square foot (including additional rent and considering any “base year” or “expense stop” applicable thereto)rental rate, including all escalations, at which tenants (pursuant to leases consummated within new, non-equity, non-renewal, creditworthy tenants, as of the twelve (12) month period preceding the first day commencement of the Option Term), are leasing entering into leases for non-sublease, non-encumberedencumbered space comparable in size, non-equity space which is not significantly greater or smaller in size than the subject space, with a comparable level of improvements (excluding any property that Tenant would be allowed location and quality to remove from the Premises at the termination of the Lease), for a comparable lease term, in an arm’s length transactionterm of approximately the Option Term, which comparable space is located in the “Comparable Buildings,” as that term is defined in this Section 2.2.2, below comparable buildings (transactions satisfying the foregoing criteria shall be known as the “Comparable Transactions”) in Warner Center. In any determination of Comparable Transactions, appropriate consideration should be given to annual rental rates per rentable square foot, the standard of measurement by which the rentable square footage is measured, the ratio of rentable square feet to useable square feet, the type of escalation clause (e.g., whether increases in additional rent are determined on a net or gross basis, and if gross, whether such increases are determined according to a base year or a base dollar amount expense stop), taking into consideration abatement provisions reflecting free rent, length of the following concessions (the “Concessions”): (a) rental abatement concessionslease term, size and location of premises being leased, building standard work letter and/or tenant improvement allowances, if any, being granted such tenants in connection with such comparable space; (b) tenant improvements or allowances provided or to be provided for such comparable space, and taking into account the value, if any, value of the existing improvements in the subject space, such Premises as compared to the value to be based upon the age, condition, design, quality of finishes and layout of the then existing improvements for the Comparable Transactions, and the extent to which other generally applicable conditions of tenancy for such Comparable Transactions. The intent is that Tenant will obtain the same can be utilized by a general office/lab user rent and other than Tenant; and (c) other reasonable monetary concessions being granted such tenants in connection with such comparable space; provided, however, that in calculating the Fair Rental Value, no consideration shall be given to the fact economic benefits that Landlord would otherwise give in Comparable Transactions. The parties agree that if Landlord is or is not required obligated to pay a real estate brokerage commission in connection with Tenant’s exercise of its right extension, Comparable Transactions shall only include transactions in which a broker is WARNER CENTER PLAZA [Foundation Health Systems] also paid a commission; conversely, if Landlord is not obligated to extend the Lease Term, or the fact that landlords are or are not paying real estate brokerage commissions pay a commission in connection with such comparable space. The Concessions Tenant’s extension, then Comparable Transactions shall be reflected in the effective rental rate (which effective rental rate shall take into consideration the total dollar value of such Concessions as amortized on a straight-line basis over the applicable term of the Comparable Transaction (in which case such Concessions evidenced in the effective rental rate shall not be granted to Tenant)) payable by Tenant. The term “Comparable Buildings” shall mean the Building and only include those other life sciences buildings which are comparable to the Building in terms of age (based upon the date of completion of construction or major renovation of to the building), quality of construction, level of services and amenities, size and appearance, and are located in South San Francisco, California and the surrounding commercial areatransactions where no brokerage commission is paid.

Option Rent. The annual Rent payable by Tenant during the Option Term (the “Option Rent”) shall be equal to the “Fair Rental Value,” as that term is defined below, for the Premises as of the commencement date of the Option Term. The “Fair Rental Value,” as used in this Lease, shall be equal to the annual rent per rentable square foot (including additional rent and considering any “base year” or “expense stop” applicable thereto), including all escalations, at which tenants (pursuant to leases consummated within the twelve (12) month period preceding the first day of the Option Term), are leasing non-sublease, non-encumbered, non-equity space which is not significantly greater or smaller in size than the subject space, with a comparable level of improvements (excluding any property that Tenant would be allowed to remove from the Premises at the termination of the Lease), for a comparable lease term, in an arm’s length transaction, which comparable space is located in the “Comparable Buildings,” as that term is defined in this Section 2.2.2, below (transactions satisfying the foregoing criteria shall be known as the “Comparable Transactions”), taking into consideration the following concessions (the “Concessions”): (a) rental abatement concessions, if any, being granted such tenants in connection with such comparable space; (b) tenant improvements or allowances provided or to be provided for such comparable space, and taking into account the value, if any, of the existing improvements in the subject space, such value to be based upon the age, condition, design, quality of finishes and layout of the improvements and the extent to which the same can be utilized by a general office/lab user other than Tenant; and (c) other reasonable monetary concessions being granted such tenants in connection with such comparable space; provided, however, that in calculating the Fair Rental Value, no consideration shall be given to the fact that Landlord is or is not required to pay a real estate brokerage commission in connection with Tenant’s exercise of its right to extend the Lease Term, or the fact that landlords are or are not paying real estate brokerage commissions in connection with such comparable space. The Concessions shall be reflected in the effective rental rate (which effective rental rate shall take into consideration the total dollar value of such Concessions as amortized on a straight-line basis over the applicable term of the Comparable Transaction (in which case such Concessions evidenced in the effective rental rate shall not be granted to Tenant)) payable by Tenant. The term “Comparable Buildings” shall mean the Building and those other life sciences buildings which are comparable to the Building in terms of age (based upon the date of completion of construction or major renovation of to the building), quality of construction, level of services and amenities, size and appearance, and are located in South San Francisco, California and the surrounding commercial area.granted

Option Rent. The annual Rent payable by Tenant during the Option Term (the “Option Rent”"OPTION RENT") shall be equal to ninety-five percent (95%) of the “"Fair Market Rental Value,” as that term is defined below, Rate" for the Premises as of the commencement date of for the Option Term. The “Fair Rental Value,” For purposes of calculating "Tenant's Share" of Direct Expenses pursuant to Article 4 during the Option Term, the Base Year, as used defined in this LeaseSection 9.1 of the Summary, shall be equal to amended such that the Base Year shall mean the calendar year in which the Option Term commences. The term "FAIR MARKET RENTAL RATE" shall mean the annual rent amount per rentable square foot (including additional rent and considering any “base year” or “expense stop” applicable thereto), including all escalations, at which tenants (pursuant to leases consummated within the twelve (12) month period preceding the first day of the Option Term), are leasing that Landlord has accepted in current transactions between non-subleaseaffiliated parties from new, non-encumberedexpansion, non-renewal and non-equity space which is not significantly greater or smaller in size than the subject tenants of comparable credit-worthiness for comparable space, with a comparable level of improvements (excluding any property that Tenant would be allowed to remove from the Premises at the termination of the Lease), for a comparable lease termuse for a comparable period of time ("COMPARABLE TRANSACTIONS") in the Building, or if there are not a sufficient number of comparable transactions in an the Building, what a willing, comparable landlord would accept, at arm’s length transaction's length, for unencumbered, non-expansion space comparable to the Premises in the Building and at The Towers at Shoreline Square and The World Trade Center in Long Beach, California which the parties acknowledge are both first-class high-rise office buildings in the downtown area of the City of Long Beach comparable in size, age, location, services, amenities and quality to the Building ("COMPARABLE BUILDINGS"), giving appropriate consideration to concessions including the following (collectively, the "RENEWAL CONCESSIONS"): (i) rental abatement concessions, if any, provided in connection with such comparable space; (ii) any operating expense and tax protection granted in connection with such comparable space is located in (e.g., "base year" or "expense stop" protection) as compared to the “Comparable Buildings,” new Base Year to be provided for the Option Term as that term is defined specified in this Section 2.2.22.2.2 above, below (transactions satisfying the foregoing criteria shall iii) tenant improvements or allowances provided or to be known as the “Comparable Transactions”)provided for such comparable space, taking into account, and deducting the value of, the existing improvements in the Premises (or Expansion Space, as applicable), such value to be based upon the value of such improvements to such third party tenants who are general office users; provided, however, that in calculating the Option Rent (but not Expansion Rent), no consideration shall be given to any period of rent abatement given such tenants in connection with the following concessions construction of improvements in such comparable space, and (the “Concessions”): (aiv) rental abatement all other monetary and non-monetary concessions, if any, being granted such tenants in connection with such comparable space; (b) tenant improvements or allowances provided or to be provided for such comparable space, and taking into account the value, if any, of the existing improvements in the subject space, such value to be based upon the age, condition, design, quality of finishes and layout of the improvements and the extent to which the same can be utilized by a general office/lab user other than Tenant; and (c) other reasonable monetary concessions being granted such tenants in connection with such comparable space; provided, however, that in calculating notwithstanding anything to the Fair Rental Valuecontrary contained herein, no consideration shall be given to the fact that Landlord is or is not required to pay a real estate brokerage commission in connection with Tenant’s exercise of its right to extend the Lease Term, or the fact that landlords are comparable deals do or are do not paying involve the payment of real estate brokerage commissions in connection with such comparable space. The Concessions shall be reflected in the effective rental rate (which effective rental rate shall take into consideration the total dollar value of such Concessions as amortized on a straight-line basis over the applicable term of the Comparable Transaction (commissions, but only transactions in which case such Concessions evidenced in the effective rental rate shall not tenants are represented by a real estate broker will be granted to Tenant)) payable by Tenant. The term “Comparable Buildings” shall mean the Building and those other life sciences buildings which are considered as a comparable to the Building in terms of age (based upon the date of completion of construction or major renovation of to the building), quality of construction, level of services and amenities, size and appearance, and are located in South San Francisco, California and the surrounding commercial areatransaction.

Option Rent. The annual Rent "Rent," as that term is defined in Section 4.1 below, payable by Tenant during the Option Term (the “"Option Rent”") will be adjusted to "Fair Market Rent" determined in the manner set forth below. As used herein, "Fair Market Rent" shall be equal to the “Fair Rental Value,” as that term is defined below, for the Premises as of the commencement date of the Option Term. The “Fair Rental Value,” as used in this Lease, shall be equal to mean the annual rent amount per rentable square foot (including additional rent and considering any “base year” or “expense stop” applicable thereto), including all escalations, at which tenants (pursuant to leases consummated within then being accepted by Landlord for the twelve (12) month time period preceding the first day of covered by the Option Term), are leasing Term in transactions between non-subleaseaffiliated parties from new, non-encumberedexpansion, non-renewal and non-equity space which is not significantly greater or smaller in size than the subject tenants of comparable creditworthiness, for comparable space, with a comparable level of improvements (excluding any property that Tenant would be allowed to remove from the Premises at the termination of the Lease), for a comparable lease term, in an arm’s length transaction, which use for a comparable space is located period of time ("Comparable Transactions") in the “Building, or if there are not a sufficient number of Comparable Transactions in the Building, what a comparable landlord of other similar office buildings in the vicinity of the Building ("Comparable Buildings,” as that term is defined ") with comparable vacancy factors would accept in this Section 2.2.2, below (transactions satisfying the foregoing criteria shall be known as the “Comparable Transactions”), taking into consideration the following concessions (the “Concessions”): (a) rental abatement concessions, if any, being granted such tenants in connection with such comparable space; (b) tenant improvements or allowances provided or to be provided for such comparable space, and taking into account the value, if any, . In any determination of the existing improvements in the subject space, such value to be based upon the age, condition, design, quality of finishes and layout of the improvements and the extent to which the same can be utilized by a general office/lab user other than Tenant; and (c) other reasonable monetary concessions being granted such tenants in connection with such comparable space; provided, however, that in calculating the Fair Rental Value, no Comparable Transactions appropriate consideration shall be given to the fact that Landlord annual rental rates per rentable square foot, the standard of measurement by which the rentable square footage is or is not required measured, the ratio of rentable square feet to pay a real estate brokerage commission usable square feet, the type of escalation clause (e.g., whether increases in connection with Tenant’s exercise of its right to extend the Lease Term, or the fact that landlords additional rent are or are not paying real estate brokerage commissions in connection with such comparable space. The Concessions shall be reflected in the effective rental rate (which effective rental rate shall take into consideration the total dollar value of such Concessions as amortized determined on a straight-line basis over net or gross basis, and if gross, whether such increases are determined according to a base year or a base dollar amount expense stop), the applicable term extent of Tenant's liability under the Lease, abatement provisions reflecting free rent and/or no rent during the period of construction of any other period during the lease term, brokerage commissions, if any, which would be payable by Landlord in similar transactions, length of the Comparable Transaction (in which case such Concessions evidenced in the effective rental rate shall not be granted to Tenant)) payable by Tenant. The term “Comparable Buildings” shall mean the Building and those other life sciences buildings which are comparable to the Building in terms of age (based upon the date of completion of construction or major renovation of to the building), quality of construction, level of services and amenitieslease term, size and appearancelocation of premises being leased, building standard work letter and/or tenant improvement allowances, if any, and are located other generally applicable conditions of tenancy for such Comparable Transactions. The intent is that Tenant will obtain the same rent and other economic benefits that Landlord would otherwise give in South San FranciscoComparable Transactions and that Landlord will make and receive the same economic payments and concessions that Landlord would otherwise make and receive in Comparable Transactions. Landlord shall determine the Fair Market Rent by using its good faith judgment. Landlord shall provide written notice of such amount within thirty (30) days (but in no event later than sixty (60) days) after Tenant provides the notice to Landlord exercising Tenant's option rights which require a calculation of the Fair Market Rent. Tenant shall have fifteen (15) days ("Tenant's Review Period") after receipt of Landlord's notice of the new rental within which to accept such rental. In the event Tenant fails to accept in writing such rental proposed by Landlord then such proposal shall be deemed rejected, California and Landlord and Tenant shall attempt to agree upon such Fair Market Rent, using their best good faith efforts. If Landlord and Tenant fail to reach agreement within fifteen (15) days following Tenant's Review Period ("Outside Agreement Date"), then each party shall place in a separate sealed envelope their final proposal as to Fair Market Rent and such determination shall be submitted to arbitration in accordance with subsections (i) through (v) below. In the surrounding commercial areaevent that Landlord fails to timely generate the initial written notice of Landlord's opinion of the Fair Market Rent which triggers the negotiation period of this provision, then Tenant may commence such negotiations by providing the initial notice, in which event Landlord shall have fifteen (15) days ("Landlord's Review Period") after receipt of Tenant's notice of the new rental within which to accept such rental in the event Landlord fails to accept in writing such rental proposed by Tenant, then such proposal shall be deemed rejected, and Landlord and Tenant shall attempt in good faith to agree upon such Fair Market Rent, using their best good faith efforts. If Landlord and Tenant fail to reach agreement within fifteen (15) days following Landlord's Review Period (which shall be, in such event, the "Outside Agreement Date" in lieu of the above definition of such date), then each party shall place in a separate sealed envelope their final proposal as to Fair Market Rent and such determination shall be submitted to arbitration in accordance with subsections (i) through (v) below.

Option Rent. The annual Rent payable by Tenant during the Option Term (the “"Option Rent”") shall be equal to the “"Fair Rental Value,” " as that term is defined below, for the Premises as of the commencement date of the Option Term. The “"Fair Rental Value,” " as used in this LeaseFifth Amendment, shall be equal to the annual rent per rentable square foot (including additional rent and considering any “"base year” " or “"expense stop” " applicable thereto), including all escalations, at which tenants (pursuant to leases consummated within the twelve (12) month period preceding the first day of the Option Term), are leasing non-sublease, non-encumbered, non-equity space which is not significantly greater or smaller in size than the subject space, with a comparable level of improvements (excluding any property that Tenant would be allowed to remove from the Premises at the termination of the LeaseLease or the value of any improvements to the extent paid for by Tenant, including pursuant to an additional allowance), for a comparable lease term, in an arm’s 's length transaction, which comparable space is located in the “"Comparable Buildings,” " as that term is defined in this Section 2.2.23.2.2, below (transactions satisfying the foregoing criteria shall be known as the “"Comparable Transactions”"), taking into consideration the following concessions (the “"Concessions”"): (a) rental abatement concessions, if any, being granted such tenants in connection with such comparable space; (b) tenant improvements or allowances provided or to be provided for such comparable space, and taking into account the value, if any, of the existing improvements in the subject space, such value to be based upon the age, condition, design, quality of finishes and layout of the improvements and the extent to which the same can be utilized by a general office/lab user other than Tenant; and (c) other reasonable monetary concessions being granted such tenants in connection with such comparable space; provided, however, that in calculating the Fair Rental Value, no consideration shall be given to the fact that Landlord is or is not required to pay a real estate brokerage commission in connection with Tenant’s 's exercise of its right to extend the Lease Term, or the fact that landlords are or are not paying real estate brokerage commissions in connection with such comparable space. The Concessions shall be reflected in the effective rental rate (which effective rental rate shall take into consideration the total dollar value of such Concessions as amortized on a straight-line basis over the applicable term of the Comparable Transaction (in which case such Concessions evidenced in the effective rental rate shall not be granted to Tenant)) payable by Tenant. The term “Comparable Buildings” shall mean the Building and those other life sciences buildings which are comparable to the Building in terms of age (based upon the date of completion of construction or major renovation of to the building), quality of construction, level of services and amenities, size and appearance, and are located in South San FranciscoHayward, California and the surrounding commercial area.

Option Rent. The annual Rent payable by Tenant during the Option Term (the “"Option Rent”") shall be equal to the “"Fair Rental Value,” " as that term is defined below, for the Premises as of the commencement date of the Option Term. The “"Fair Rental Value,” " as used in this Lease, shall be equal to the annual rent per rentable square foot (including additional rent and considering any “base year” or “expense stop” applicable thereto)on a net basis, including all escalations, at which tenants (pursuant to leases consummated within the twelve (12) month period preceding the first day of the Option Term), are leasing non-sublease, non-encumbered, non-equity space which is not significantly greater or smaller in size than the subject space, with a comparable level of improvements (excluding any property that Tenant would be allowed to remove from the Premises at the termination of the Lease), for a comparable lease term, in an arm’s 's length transaction, which comparable space is located in the “"Comparable Buildings,” " as that term is defined in this Section 2.2.2, below (transactions satisfying the foregoing criteria shall be known as the “"Comparable Transactions”"), taking into consideration the following concessions (the “"Concessions”"): (a) rental abatement concessions, if any, being granted such tenants in connection with such comparable space; (b) tenant improvements or allowances provided or to be provided for such comparable space, and taking into account the value, if any, of the existing improvements in the subject space, such value to be based upon the age, condition, design, quality of finishes and layout of the improvements and the extent to which the same can be utilized by a general office/lab office user other than Tenant; and (c) other reasonable monetary concessions being granted such tenants in connection with such comparable space; provided, however, that in calculating the Fair Rental Value, no consideration shall be given to (i) the fact that Landlord is or is not required to pay a real estate brokerage commission in connection with Tenant’s 's exercise of its right to extend the Lease Term, or the fact that landlords are or are not paying real estate brokerage commissions in connection with such comparable space, and (ii) any period of rental abatement, if any, granted to tenants in comparable transactions in connection with the design, permitting and construction of tenant improvements in such comparable spaces. If the stock of the Guarantor is no longer traded on a national public stock exchange, then the Fair Rental Value shall additionally include a determination as to whether, and if so to what extent, Tenant must provide Landlord with financial security, such as a letter of credit or guaranty, for Tenant's Rent obligations in connection with Tenant's lease of the Premises during the Option Term. Such determination shall be made by reviewing the extent of financial security then generally being imposed in Comparable Transactions from tenants of comparable financial condition and credit history to the then existing financial condition and credit history of Tenant (with appropriate adjustments to account for differences in the then-existing financial condition of Tenant and such other tenants). The Concessions (A) shall be reflected in the effective rental rate (which effective rental rate shall take into consideration the total dollar value of such Concessions as amortized on a straight-line basis over the applicable term of the Comparable Transaction (in which case such Concessions evidenced in the effective rental rate shall not be granted to Tenant)) payable by Tenant, or (B) at Landlord’s election, all such Concessions shall be granted to Tenant in kind. The term “Comparable Buildings” shall mean the Building and those other comparable life sciences buildings which are comparable to the Building in terms of age (based upon the date of completion of construction or major renovation of to the building), quality of construction, level of services and amenities, size and appearance, and are located in South San Francisco, California and the surrounding commercial area. Notwithstanding any provision to the contrary contained in this Section 2.2.2, Landlord and Tenant hereby acknowledge and agree that if there are not a sufficient number of Comparable Transactions with a comparable term to the Option Term to determine the Fair Rental Value for a lease of such duration, then the Fair Rental Value for purposes of Section 2.2.2 shall be equal to that of Comparable Transactions with a term of up to five (5) years, provided that the concessions shall be appropriately prorated on a fractional basis to account for the shorter term of the Option Term.

Option Rent. The annual Rent payable by Tenant during the Option Term (the “Option Rent”) shall be equal to the “Fair Rental Value,” as that term is defined below, for the Premises as of the commencement date of the Option Term. The “Fair Rental Value,” as used in this Lease, shall be equal to the annual rent per rentable square foot (including additional rent and considering any “base year” or “expense stop” applicable thereto), including all escalations, at which tenants (pursuant to leases consummated within the twelve (12) month period preceding the first day of the Option Term), are leasing non-sublease, non-encumbered, non-equity space which is not significantly greater or smaller in size than the subject space, with a comparable level of improvements (excluding any property that Tenant would be allowed to remove from the Premises at the termination of the Lease), for a comparable lease term, in an arm’s length transaction, which comparable space is located in the “Comparable Buildings,” as that term is defined in this Section 2.2.2, below (transactions satisfying the foregoing criteria shall be known as the “Comparable Transactions”), taking into consideration all relevant factors, including the following concessions (the “Concessions”): (a) rental abatement concessions, if any, being granted such tenants in connection with such comparable space; (b) tenant improvements or allowances provided or to be provided for such comparable space, and taking into account the value, if any, of the existing improvements in the subject space, such value to be based upon the age, condition, design, quality of finishes and layout of the improvements and the extent to which the same can be utilized by a general office/lab office user other than Tenant; and (c) other reasonable monetary concessions being granted such tenants in connection with such comparable space; provided, however, that in calculating the Fair Rental Value, no consideration shall be given to (i) the fact that Landlord is or is not required to pay a real estate brokerage commission in connection with Tenant’s exercise of its right to extend the Lease Term, or the fact that landlords are or are not paying real estate brokerage commissions in connection with such comparable space, and (ii) any period of rental abatement, if any, granted to tenants in comparable transactions in connection with the design, permitting and construction of tenant improvements in such comparable spaces. The Fair Rental Value shall additionally include a determination as to whether, and if so to what extent, Tenant must provide Landlord with financial security, such as a letter of credit or guaranty, for Tenant’s Rent obligations in connection with Tenant’s lease of the Premises during the Option Term. Such determination shall be made by reviewing the extent of financial security then generally being imposed in Comparable Transactions from tenants of comparable financial condition and credit history to the then existing financial condition and credit history of Tenant (with appropriate adjustments to account for differences in the then-existing financial condition of Tenant and such other tenants). The Concessions (A) shall be reflected in the effective rental rate (which effective rental rate shall take into consideration the total dollar value of such Concessions as amortized on a straight-line basis over the applicable term of the Comparable Transaction (in which case such Concessions evidenced in the effective rental rate shall not be granted to Tenant)) payable by Tenant, or (B) at Landlord’s election, all such Concessions shall be granted to Tenant in kind. The term “Comparable Buildings” shall mean the Building and those other life sciences buildings which are comparable to the Building in terms of age (based upon the date of completion of construction or major renovation of to the building), quality of construction, level of services and amenities, size and appearance, and are located in South San Francisco, California and the surrounding commercial area.

Option Rent. The annual Rent payable by Tenant during the Option Term (the “"Option Rent”") shall be equal to the “"Fair Rental Value,” " as that term is defined below, for the Premises as of the commencement date of the Option Term. The “"Fair Rental Value,” " as used in this Lease, shall be equal to the annual rent per rentable square foot (including additional rent and considering any “"base year” " or “"expense stop” " applicable thereto), including all escalations, at which tenants (pursuant to leases consummated within the twelve (12) month period preceding the first day of the Option Term), are leasing non-sublease, non-encumbered, non-equity space which is not significantly greater or smaller in size than the subject space, with a comparable level of improvements (excluding any property that Tenant would be allowed to remove from the Premises at the termination of the Lease), for a comparable lease term, in an arm’s 's length transaction, which comparable space is located in the “"Comparable Buildings,” " as that term is defined in this Section 2.2.2, below (transactions satisfying the foregoing criteria shall be known as the “"Comparable Transactions”"), taking into consideration the following concessions (the “"Concessions”"): (a) rental abatement concessions, if any, being granted such tenants in connection with such comparable space; (b) tenant improvements or allowances provided or to be provided for such comparable space, and taking into account the value, if any, of the existing improvements in the subject space, such value to be based upon the age, condition, design, quality of finishes and layout of the improvements and the extent to which the same can be utilized by a general office/lab user other than Tenant; and (c) other reasonable monetary concessions being granted such tenants in connection with such comparable space; provided, however, that in calculating the Fair Rental Value, no consideration shall be given to the fact that Landlord is or is not required to pay a real estate brokerage commission in connection with Tenant’s 's exercise of its right to extend the Lease Term, or the fact that landlords are or are not paying real estate brokerage commissions in connection with such comparable space. The Concessions shall be reflected in the effective rental rate (which effective rental rate shall take into consideration the total dollar value of such Concessions as amortized on a straight-line basis over the applicable term of the Comparable Transaction (in which case such Concessions evidenced in the effective rental rate shall not be granted to Tenant)) payable by Tenant. The term “Comparable Buildings” shall mean the Building and those other life sciences buildings which are comparable to the Building in terms of age (based upon the date of completion of construction or major renovation of to the building), quality of construction, level of services and amenities, size and appearance, and are located in South San Francisco, California and the surrounding commercial area.

Option Rent. The annual Rent payable by Tenant during the Option Term (the “Option Rent”"OPTION RENT") shall be equal to the “Fair Rental Value,” Market Rent as set forth below; provided, however, that term is defined belowthe average annual, effective (including free rent, if applicable, spread on a straight line basis) base rent component of Market Rent, shall not be lower than the Base Rent for the Premises as of the commencement date of the month immediately preceding such Option Term. The “Fair Rental Value,” as used in For purposes of this Lease, the term "MARKET RENT" shall be equal to the annual mean rent per rentable square foot (including additional rent and considering any “"base year” " or “"expense stop” " applicable thereto), including all escalations, at which new tenants (as opposed to renewing tenants), as of the commencement of the applicable term are, pursuant to leases consummated transactions completed within the twelve eighteen (1218) month period preceding months prior to the first day date of the Option Term), are applicable Exercise Notice leasing non-sublease, non-encumbered, non-equity synthetic, non-equity, non-renewal space which is not significantly greater or smaller (unless such space was leased pursuant to a definition of "fair market" comparable to the definition of Market Rent) comparable in size than the subject spacesize, with a comparable level of improvements (excluding any property that Tenant would be allowed location and quality to remove from the Premises at the termination of the Lease), for a comparable lease term, "Comparable Term," as that term is defined in an arm’s length transactionthis Section 2.2.2 (the "COMPARABLE DEALS"), which comparable space is located in the “"Comparable Buildings,” " as that term is defined in this Section 2.2.2, below giving appropriate consideration to the annual rental rates per rentable square foot (transactions satisfying adjusting the foregoing criteria shall be known base rent component of such rate to reflect a net value after accounting for whether or not utility expenses are directly paid by the tenant such as the “Comparable Transactions”Tenant's direct utility payments provided for in Section 6.1.2 of this Lease), the standard of measurement by which the rentable square footage is measured, the ratio of rentable square feet to usable square feet, and taking into consideration only, and granting only, the following concessions (provided that the “Concessions”): (a) rental abatement concessions, if any, being granted such tenants rent payable in connection with such comparable space; (b) tenant improvements or allowances provided or to be provided for such comparable space, and taking into account the value, if any, of the existing improvements Comparable Deals in the subject space, such value to be based upon the age, condition, design, quality of finishes and layout of the improvements and the extent to which the same can be utilized by a general office/lab user other than Tenant; and (c) other reasonable monetary concessions being granted such tenants in connection with such comparable space; provided, however, that in calculating the Fair Rental Value, no consideration shall be given to the fact that Landlord is or is not required to pay a real estate brokerage commission in connection with Tenant’s exercise of its right to extend the Lease Term, or the fact that landlords are or are not paying real estate brokerage commissions in connection with such comparable space. The Concessions shall be reflected in the effective rental rate (which effective rental rate shall take into consideration the total dollar value terms of such Concessions as amortized on Comparable Deals are determined by use of a straight-line basis over the applicable term of the Comparable Transaction (in which case such Concessions evidenced in the effective rental rate shall not be granted to Tenant)) payable by Tenant. The term “Comparable Buildings” shall mean the Building and those other life sciences buildings which are comparable to the Building in terms of age (based upon the date of completion of construction or major renovation of to the building), quality of construction, level of services and amenities, size and appearance, and are located in South San Francisco, California and the surrounding commercial area.discounted fair

Option Rent. The annual Rent payable by Tenant during the Option Term (the “"Option Rent”") shall be equal to the “"Fair Rental Value,” " as that term is defined below, for the Third Expansion Premises as of the commencement date of the Option Term. The “"Fair Rental Value,” " as used in this LeaseThird Amendment, shall be equal to the annual rent per rentable square foot (including additional rent and considering any “"base year” " or “"expense stop” " applicable thereto), including all escalations, at which tenants (pursuant to leases consummated within the twelve (12) month period preceding the first day of the Option Term), are leasing non-sublease, non-encumbered, non-equity space which is not significantly greater or smaller in size than the subject space, with a comparable level of improvements (excluding any property that Tenant would be allowed to remove from the Third Expansion Premises at the termination of the Lease), for a comparable lease term, in an arm’s 's length transaction, which comparable space is located in the “"Comparable Buildings,” " as that term is defined in this Section 2.2.23.2.2, below (transactions satisfying the foregoing criteria shall be known as the “"Comparable Transactions”"), taking into consideration the following concessions (the “"Concessions”"): (a) rental abatement concessions, if any, being granted such tenants in connection with such comparable space; (b) tenant improvements or allowances provided or to be provided for such comparable space, and taking into account the value, if any, of the existing improvements in the subject space, such value to be based upon the age, condition, design, quality of finishes and layout of the improvements and the extent to which the same can be utilized by a general office/lab user other than Tenant; and (c) other reasonable monetary concessions being granted such tenants in connection with such comparable space; provided, however, that in calculating the Fair Rental Value, no consideration shall be given to the fact that Landlord is or is not required to pay a real estate brokerage commission in connection with Tenant’s 's exercise of its right to extend the Lease Third Expansion Term, or the fact that landlords are or are not paying real estate brokerage commissions in connection with such comparable space. The Concessions shall be reflected in the effective rental rate (which effective rental rate shall take into consideration the total dollar value of such Concessions as amortized on a straight-line basis over the applicable term of the Comparable Transaction (in which case such Concessions evidenced in the effective rental rate shall not be granted to Tenant)) payable by Tenant. The term “Comparable Buildings” shall mean the Building and those other life sciences buildings which are comparable to the Building in terms of age (based upon the date of completion of construction or major renovation of to the building), quality of construction, level of services and amenities, size and appearance, and are located in South San FranciscoHayward, California and the surrounding commercial area.

Option Rent. The annual Rent ("OPTION RENT") payable by Tenant ------------ during the first Renewal Option Term (the “Option Rent”) shall be equal to the “Fair Rental Value,” as that term is defined below, for the Premises as of the commencement date of the or second Renewal Option Term. The “Fair Rental Value,” , as used in this Leasethe case may be, shall be equal to ninety-five percent (95%) of the Fair Market Rental Rate for the Premises. The term "Fair Market Rental Rate" shall mean the annual rent amount per rentable square foot (including additional rent and considering any “base year” or “expense stop” applicable thereto)that a willing, including all escalationsnon-equity, at which tenants (pursuant to leases consummated within the twelve (12) month period preceding the first day of the Option Term), are leasing non-sublease, non-encumbered, non-equity expansion, comparable third-party tenant, represented by a commercial real estate broker, would pay and a willing, comparable landlord would accept, at arm's length, for unencumbered space (specifically not including transactions in which is not significantly greater one or smaller more components of the terms and conditions of the same are pre-determined on a fixed basis in size than executed lease documentation or in which the subject space, with terms and conditions are calculated using a formula which involves the discounting of one or more components of the terms and conditions to the benefit of a tenant) comparable level of improvements (excluding any property that Tenant would be allowed to remove from the Premises at the termination of the Lease)or "First Offer Space", for a comparable lease termas that term is defined in SECTION 20.1, below, as applicable, in an arm’s length transaction, which comparable space is located in the “------------ "Comparable Buildings,” " as that term is defined in this Section 2.2.2SECTION 2.3.2 below, below (transactions satisfying the foregoing criteria shall be known as the “Comparable Transactions”), taking into ------------- giving appropriate consideration to concessions including the following concessions (collectively, the “Concessions”"RENEWAL CONCESSIONS"): (ai) rental abatement concessions, if any, being granted such tenants in connection with such comparable space; and (bii) tenant improvements or allowances provided or to be provided for such comparable space, and taking into account account, and deducting the valuevalue of, if any, of the existing improvements in the subject spacePremises, such value to be based upon the age, condition, design, quality of finishes and layout of the improvements and the extent to which the same can be utilized by a general office/lab user other than Tenant; and (ciii) other reasonable typical monetary concessions being granted such comparable third-party tenants in connection with such comparable space; provided, however, that in . In calculating the Fair Market Rental ValueRate, no consideration shall be given to (Y) the fact that Landlord is or is not required to pay a the real estate brokerage commission in connection with Tenant’s 's exercise of its right to extend lease the Lease Premises during the Renewal Option Term, or the fact that comparable landlords are or are not paying real estate brokerage commissions in connection with such comparable space, or (Z) any period of rental abatement, if any, granted to comparable third-party tenants in comparable transactions in connection with the design, permitting and construction of tenant improvements in such comparable space. Consideration shall be given, however, to the creditworthiness of Tenant as compared to that of the tenants involved in the comparable transactions and the effect that the lack of creditworthiness of Tenant, if any, should have on rental rates and/or security requirements. Such Fair Market Rental Rate shall be increased to take into account the value of the free parking (based on prevailing rates in the Comparable Buildings) granted to Tenant during any Renewal Option Term pursuant to the terms of ARTICLE 18 of this Lease, or with ---------- respect to any First Offer Space. The Concessions Annual Direct Expense Allowance applicable during each Option Term shall be reflected in adjusted to be the effective rental rate amount of Direct Expenses for the Building attributable to the twelve (12) month period which effective rental rate has most recently ended prior to the first day of the Renewal Option Term; provided, however, that the Fair Market Rental Rate shall take into consideration that the total dollar value of such Concessions Annual Direct Expense Allowance applicable during the Renewal Option Term shall be as amortized on a straight-line basis over set forth in this sentence. If in determining the applicable term of the Comparable Transaction (in which case such Concessions evidenced in the effective rental rate shall not be granted to Tenant)) payable by Tenant. The term “Comparable Buildings” shall mean the Building and those other life sciences buildings which are comparable to the Building in terms of age (based upon the date of completion of construction Option Rent or major renovation of to the building)First Offer Rent, quality of construction-15- TISHMAN WARNER CENTER VENTURE, level of services and amenities, size and appearance, and are located in South San Francisco, California and the surrounding commercial area.LLC [20th Century Industries; 6303 Owensmouth]