Common use of Right to Extend Clause in Contracts

Right to Extend. Provided that Tenant is not in Default under any provision of this Lease at the time of exercise of the extension right granted herein, and provided further that Tenant is occupying the entire Premises and has not assigned or sublet any of its interest in the Lease (except in connection with a Business Transfer of the Lease to an Affiliate as described in Section 10 of the Lease), Tenant may extend the Term of the Lease for one period of 12 months. Tenant shall exercise its right to extend the Term by and only by delivering to Landlord, not less than 6 months nor more than 9 months prior to the expiration date of the Term, Tenant’s written notice of its irrevocable commitment to extend (the “Commitment Notice”). Should Tenant fail timely to deliver the Commitment Notice, then this extension right shall thereupon lapse and be of no further force or effect. The Base Rent payable under the Lease during the extension of the Term shall be at the prevailing market rental rate (including periodic adjustments) for comparable and similarly improved office space within Class A office buildings in the University Towne Centre submarket of San Diego as of the commencement of the extension period, based on a reasonable extrapolation of Landlord’s then-current leasing rates. In no event shall the monthly Base Rent payable for the extension period be less than the Base Rent payable during the month immediately preceding the commencement of such extension period. Promptly following receipt of the Commitment Notice, Landlord shall prepare an appropriate amendment to the Lease memorializing the extension of the Term in accordance with the foregoing, and Tenant shall duly execute and return same to Landlord within 15 days. If Tenant fails timely to do so, then Landlord, at its sole discretion, may either enforce its rights under this Section or, upon written notice to Tenant, elect to cause Tenant’s right to extend to be extinguished, in which event this Lease shall terminate as of the originally scheduled date of expiration. Should Landlord elect the latter, then this Lease shall terminate upon the scheduled date of expiration and Tenant’s rights under this paragraph shall be of no further force or effect. Any attempt to assign or transfer any right or interest created by this paragraph to other than a Business Transfer shall be void from its inception. Tenant shall have no other right to extend the Term beyond the single 12 month extension created by this paragraph. Unless agreed to in a writing signed by Landlord and Tenant, any extension of the Term, whether created by an amendment to this Lease or by a holdover of the Premises by Tenant, or otherwise, shall be deemed a part of, and not in addition to, any duly exercised extension period permitted by this paragraph. Tenant’s Right to Extend is subject and subordinate to the expansion rights (whether such rights are designated as a right of first offer, right of first refusal, expansion option or otherwise) of any tenant of the Building existing on the date hereof. Time is specifically made of the essence of this Section.

Right to Extend. Provided Subject to the following, Tenant shall have the right (the “Extension Option”) to extend the Lease Term for two (2) successive periods of five (5) years each (each, an “Term Extension” and collectively the “Term Extensions”), by giving Landlord written notice (the “Renewal Notice”) irrevocably exercising such extension, which notice must be received by Landlord not later than the date twelve (12) months prior to the otherwise applicable last day of the Lease Term (as the same may have been extended for the first Term Extension), time being of the essence. If each such extension is timely and properly exercised, the Lease Term shall be automatically extended to include the applicable Term Extension upon the same terms and conditions except that (i) during the second Term Extension, Tenant is not shall have no further option to extend the Term, (ii) the Base Rent for each Term Extension shall be the greater of (a) ninety-five (95%) of the Fair Market Rental Value for the Premises as determined in Default under any provision accordance with the terms hereof, and (b) the Base Rent then in effect immediately prior to the extension of the then current Term of this Agreement, and (iii) Landlord shall have no obligation to prepare, refurbish or construct the Premises or any part thereof prior to the commencement of the Extension Term or otherwise provide any amount of free rent or improvement allowance in respect of the Premises. Any exercise of an Extension Option by Tenant as provided herein shall be irrevocable. If for any reason the Fair Market Rental Value has not been determined as of the commencement date of the Term Extension, Tenant initially shall pay Base Rent in an amount equal to one hundred three percent (103%) of the Base Rent in effect immediately prior to the commencement date of the Term Extension , with a retroactive adjustment to be made within fourteen (14) days after the determination of Fair Market Rental Value. If Tenant exercises the Extension Option, within fifteen (15) days after the determination of the Fair Market Rental Value for the Premises as herein provided, the Landlord and Tenant shall execute an amendment to this Lease confirming same, provided that the failure of either party to do so shall not affect the rights and obligations of the parties hereunder. Tenant shall not be entitled to exercise its extension right pursuant to the terms of this Section if, at the time of exercise of the extension right granted herein, and provided further that Tenant is occupying the entire Premises and has not assigned or sublet any of its interest in the Lease (except in connection with a Business Transfer of the Lease to an Affiliate as described in Section 10 of the Lease), Tenant may extend the Term of the Lease for one period of 12 months. Tenant shall exercise its right to extend the Term by and only by delivering to Landlord, not less than 6 months nor more than 9 months prior to the expiration date of the Term, Tenant’s written notice of its irrevocable commitment to extend (the “Commitment Notice”). Should Tenant fail timely to deliver the Commitment Notice, then this extension right shall thereupon lapse and be of no further force or effect. The Base Rent payable under the Lease during the extension of the Term shall be at the prevailing market rental rate (including periodic adjustments) for comparable and similarly improved office space within Class A office buildings in the University Towne Centre submarket of San Diego as of the commencement of the extension periodTerm Extension, based on a reasonable extrapolation (i) Tenant is in default beyond any applicable notice and cure period provided in this Lease, or (ii) this Lease is not in full force and effect. In the event Tenant timely delivers its Renewal Notice as set forth above, Landlord shall notify Tenant of the applicable Fair Market Rental Value as determined by Landlord within thirty (30) days after receipt of Tenant’s Renewal Notice. Tenant shall, within fifteen (15) days after receipt of Landlord’s then-current leasing ratesdetermination of the Fair Market Rental Value, notify Landlord in writing whether Tenant accepts or rejects Landlord’s determination of the Fair Market Rental Value. In no event If Tenant fails to notify Landlord that it rejects Landlord’s determination of the Fair Market Rental Value within such fifteen (15) day period (time being of the essence), Tenant shall be deemed to have irrevocably accepted Landlord’s determination of the monthly Base Rent payable Fair Market Rental Value. If Tenant rejects Landlord’s determination of the Fair Market Rental Value within such fifteen (15) day period (time being of the essence), then Landlord and Tenant shall each select a Qualified Broker (as defined below) within ten (10) business days following delivery of Tenant’s rejection notice. If a party fails to timely select a Qualified Broker, the determination of the Fair Market Rental Value for the extension period Premises shall be made by the Qualified Broker selected by the other party. If each party selects a Qualified Broker, the two (2) Qualified Brokers selected by Landlord and Tenant shall select a third Qualified Broker by mutual agreement reached within five (5) business days after selection of the first two (2) Qualified Brokers by Landlord and Tenant. Within ten (10) business days after the third Qualified Broker has been selected, all of the Qualified Brokers shall meet to attempt to agree upon the Fair Market Rental Value for the Premises. If the Qualified Brokers are unable to reach agreement, all Qualified Brokers shall, within ten (10) business days after the expiration of the preceding ten (10) business day period, arrange to simultaneously submit to Landlord and Tenant in writing their determinations of Fair Market Rental Value. Landlord shall be responsible for any and all costs associated with the retention of the Qualified Broker selected by Landlord, Tenant shall be responsible for any and all costs associated with the retention of the Qualified Broker selected by Tenant and Landlord and Tenant shall each be responsible for one half (1/2) of any and all costs associated with the retention of the third Qualified Broker. All brokers selected pursuant to this section shall be (a) a commercial real estate broker licensed in Massachusetts, specializing in the leasing of laboratory space in the Bedford, Billerica and Burlington, Massachusetts submarket, with not less than ten (10) years’ experience in appraising comparable commercial properties in such market and recognized as reputable within the Base Rent payable during local real estate industry, and (b) independent and none of the month brokers nor their firms shall have been employed by Landlord (with respect to the Building), Tenant or their affiliates for the immediately preceding five (5) years (each such broker being defined herein for purposes of this paragraph as a “Qualified Broker”). The Fair Market Rental Value shall be the commencement of such extension period. Promptly following receipt average (“average” shall refer herein to the sum of the Commitment Notice, Landlord shall prepare an appropriate amendment to fair market rent determinations divided by the Lease memorializing the extension number of brokers) of the Term fair market rent determinations of the three (3) brokers, unless the highest determination of the three (3) brokers is greater than 10% higher than the next highest determination, in which case it shall be discarded, or unless the lowest of the three (3) determinations is greater than 10% lower than the next lowest determination, in which case it shall be discarded. If one determination is discarded, then the Fair Market Rental Value shall be the average of the remaining two (2) determinations. If both the highest determination and the lowest determination are discarded, then the Fair Market Rental Value shall be the remaining determination. The Fair Market Rental Value for the Premises determined in accordance with the foregoing, and Tenant shall duly execute and return same to Landlord within 15 days. If Tenant fails timely to do so, then Landlord, at its sole discretion, may either enforce its rights under this Section or, upon written notice to Tenant, elect to cause Tenant’s right to extend to be extinguished, in which event this Lease shall terminate as of the originally scheduled date of expiration. Should Landlord elect the latter, then this Lease shall terminate upon the scheduled date of expiration and Tenant’s rights under this paragraph terms hereof shall be of no further force or effect. Any attempt to assign or transfer any right or interest created by this paragraph to other than a Business Transfer shall be void from its inception. Tenant shall have no other right to extend the Term beyond the single 12 month extension created by this paragraph. Unless agreed to in a writing signed by final and binding on Landlord and Tenant, any extension of the Term, whether created by an amendment to this Lease or by a holdover of the Premises by Tenant, or otherwise, shall be deemed a part of, and not in addition to, any duly exercised extension period permitted by this paragraph. Tenant’s Right to Extend is subject and subordinate to the expansion rights (whether such rights are designated as a right of first offer, right of first refusal, expansion option or otherwise) of any tenant of the Building existing on the date hereof. Time is specifically made of the essence of this Section.

Right to Extend. Provided that Tenant is not in Default under any provision of this Lease at the time of exercise of the extension right granted herein, and provided further that Tenant is occupying at least 60% of the entire Premises Building (or in the event Tenant leases one or more of the First Right Spaces Tenant shall occupy at least 75% of the then total rentable square feet of the Premises) and has not assigned or sublet any of its interest in the this Lease (except in connection with a Business Permitted Transfer of the this Lease to an Affiliate as described in Section 10 of the Lease9.1(e) hereof), Tenant may extend the Term of the this Lease for one period of 12 60 months. Tenant shall exercise its right to extend the Term by and only by delivering to Landlord, not less than 6 9 months nor more than 9 12 months prior to the expiration date of the Term, Tenant’s written notice of its irrevocable commitment to extend (the “Commitment Notice”). Should Tenant fail timely to deliver the Commitment Notice, then this extension right shall thereupon lapse and be of no further force or effect. The Base Basic Rent payable under the Lease during the extension of the Term shall be at the prevailing market rental rate (including periodic adjustments) for comparable and similarly improved office space within Class A office buildings being leased by Landlord in the University Towne Centre submarket of San Diego Project as of the commencement of the extension period, based on a reasonable extrapolation of Landlord’s then-current leasing ratesrates (the “Prevailing Rate”). In the event that the parties are not able to agree on the Prevailing Rate within 120 days prior to the expiration date of the Term, then either party may elect, by written notice to the other party, to cause said rental, including subsequent adjustments, to be determined by appraisal as follows. Within 10 business days following receipt of such appraisal election, the parties shall attempt to agree on an appraiser to determine the Prevailing Rate. If the parties are unable to agree in that time, then each party shall designate an appraiser within 10 business days thereafter. Should either party fail to so designate an appraiser within that time, then the appraiser designated by the other party shall determine the Prevailing Rate. Should each of the parties timely designate an appraiser, then the two appraisers so designated shall appoint a third appraiser who shall, acting alone, determine the fair market rental value of the Premises. Any appraiser designated hereunder shall have an M.A.I. certification or equivalent with not less than 5 years experience in the valuation of commercial office buildings in San Diego County, California. Within 10 business days following the selection of the appraiser, Landlord and Tenant shall each submit in writing to the appraiser its determination of the rental rate for the extension period (respectively, the “Landlord’s Determination” and the “Tenant’s Determination”). Should either party fail timely to submit its rental determination, then the determination of the other party shall be conclusive and binding on the parties. The appraiser shall not disclose to either party the rental determination of the other party until the expiration of that 10 business day period or, if sooner, the appraiser’s receipt of both the Landlord’s Determination and the Tenant’s Determination. Within 30 days following the selection of the appraiser and such appraiser’s receipt of the Landlord’s Determination and the Tenant’s Determination, the appraiser shall determine whether the rental rate determined by Landlord or by Tenant more accurately reflects Prevailing Rate for the Premises, as reasonably extrapolated to the commencement of the extension term. Accordingly, either the Landlord’s Determination or the Tenant’s Determination shall be selected by the appraiser as the fair market rental rate for the extension period. In determining such value, the appraiser shall first consider rental comparables for the Building and the Project, provided that if adequate comparables do not exist then the appraiser may consider transactions involving similarly improved space shown on Exhibit Y with appropriate adjustments for differences in location and quality of project. In no event shall the monthly Base Rent payable appraiser attribute factors for market tenant improvement allowances or brokerage commissions to reduce said fair market rental (it being understood, however, that if a proposed third party tenant transaction for the Premises would require the payment of a brokerage commission by Landlord and if Tenant is then being actively represented by a broker, Landlord shall pay a comparable commission to Tenant’s broker). At any time before the decision of the appraiser is rendered, either party may, by written notice to the other party, accept the rental terms submitted by the other party, in which event such terms shall be deemed adopted as the agreed fair market rental. The fees of the appraiser(s) shall be borne entirely by the party whose determination of the fair market rental rate was not accepted by the appraiser. Within 20 days after the determination of the fair market rental, Landlord shall prepare a reasonably appropriate amendment to this Lease for the extension period be less than the Base Rent payable during the month immediately preceding the commencement of such extension period. Promptly following receipt of the Commitment Notice, Landlord shall prepare an appropriate amendment to the Lease memorializing the extension of the Term in accordance with the foregoing, and Tenant shall duly execute and return same to Landlord within 15 10 days. Should the fair market rental not be established by the commencement of the extension period, then Tenant shall continue paying rent at the rate in effect during the last month of the initial Term, and a lump sum adjustment shall be made promptly upon the determination of such new rental. If Tenant fails to timely to do socomply with any of the provisions of this paragraph, then Landlord, at its sole discretion, may either enforce its rights under this Section or, upon written notice to Tenant, elect to cause Tenant’s right to extend the Term may, at Landlord’s election and in addition to any other remedies that may be available to Landlord, be extinguished, in which event this the Lease shall automatically terminate as of the originally scheduled initial expiration date of expiration. Should Landlord elect the latter, then this Lease shall terminate upon the scheduled date of expiration and Tenant’s rights under this paragraph shall be of no further force or effectTerm. Any attempt to assign or transfer any right or interest created by this paragraph to other than a Business Transfer an Affiliate shall be void from its inception. Tenant shall have no other right to extend the Term beyond the single 12 60 month extension created by this paragraph. Unless agreed to in a writing signed by Landlord and Tenant, any extension of the Term, whether created by an amendment to this Lease or by a holdover of the Premises by Tenant, or otherwise, shall be deemed a part of, and not in addition to, any duly exercised extension period permitted by this paragraph. Tenant’s Right to Extend is subject and subordinate to the expansion rights (whether such rights are designated as a right of first offer, right of first refusal, expansion option or otherwise) of any tenant of the Building existing on the date hereof. Time is specifically made of the essence of in this Section.

Right to Extend. Provided that Tenant is not in Default default under any provision of this the Lease at the time of exercise of the extension right granted herein, and provided further that Tenant is occupying at least 80% of the entire Premises and has not assigned or sublet any more than 20% of its interest in the Lease (except in connection with a Business Permitted Transfer of the Lease to an a Tenant Affiliate as described in Section 10 9.1(f) of the Lease), Tenant may extend the Term of the Lease for one period of 12 60 months. Tenant shall exercise its right to extend the Term by and only by delivering to Landlord, not less than 6 months nor more than 9 months prior to the expiration date of the Term, Tenant’s written notice of its irrevocable commitment to extend (the “Commitment Notice”). Should Tenant fail timely to deliver the Commitment Notice, then this extension right shall thereupon lapse and be of no further force or effect. The Base Basic Rent payable under the Lease during the extension of the Term shall be at the prevailing market rental rate (including periodic adjustments, a new base year, Tenant Improvements and other market concessions, if applicable) for comparable and similarly improved office space within Class A office buildings being leased by Landlord in the University Towne Centre submarket of San Diego Building as of the commencement of the extension period, based on a reasonable extrapolation of Landlord’s then-current leasing ratesrates (the “Prevailing Rate”). In the event that the parties are not able to agree on the Prevailing Rate within 120 days prior to the expiration date of the Term, then either party may elect, by written notice to the other party, to cause said rental, including subsequent adjustments, to be determined by appraisal as follows. Within 10 days following receipt of such appraisal election, the parties shall attempt to agree on an appraiser to determine the Prevailing Rate. If the parties are unable to agree in that time, then each party shall designate an appraiser within 10 days thereafter. Should either party fail to so designate an appraiser within that time, then the appraiser designated by the other party shall determine the Prevailing Rate. Should each of the parties timely designate an appraiser, then the two appraisers so designated shall appoint a third appraiser who shall, acting alone, determine the fair market rental value of the Premises. Any appraiser designated hereunder shall have an M.A.I. certification or equivalent with not less than 5 years experience in the valuation of commercial office buildings in San Diego County, California. Within 10 days following the selection of the appraiser, Landlord and Tenant shall each submit in writing to the appraiser its determination of the rental rate for the extension period (respectively, the “Landlord’s Determination” and the “Tenant’s Determination”). Should either party fail timely to submit its rental determination, then the determination of the other party shall be conclusive and binding on the parties. The appraiser shall not disclose to either party the rental determination of the other party until the expiration of that 10 day period or, if sooner, the appraiser’s receipt of both the Landlord’s Determination and the Tenant’s Determination. Within 30 days following the selection of the appraiser and such appraiser’s receipt of the Landlord’s Determination and the Tenant’s Determination, the appraiser shall determine whether the rental rate determined by Landlord or by Tenant more accurately reflects Prevailing Rate for the Premises, as reasonably extrapolated to the commencement of the extension term. Accordingly, either the Landlord’s Determination or the Tenant’s Determination shall be selected by the appraiser as the fair market rental rate for the extension period. In determining such value, the appraiser shall first consider rental comparables for the Building and the Project, provided that if adequate comparables do not exist then the appraiser may consider transactions involving similarly improved space in the vicinity with appropriate adjustments for differences in location and quality of project. In no event shall the monthly Base Rent payable appraiser attribute factors for market tenant improvement allowances or brokerage commissions to reduce said fair market rental. At any time before the decision of the appraiser is rendered, either party may, by written notice to the other party, accept the rental terms submitted by the other party, in which event such terms shall be deemed adopted as the agreed fair market rental. The fees of the appraiser(s) shall be borne entirely by the party whose determination of the fair market rental rate was not accepted by the appraiser. Within 20 days after the determination of the fair market rental, Landlord shall prepare a reasonably appropriate amendment to this Lease for the extension period be less than the Base Rent payable during the month immediately preceding the commencement of such extension period. Promptly following receipt of the Commitment Notice, Landlord shall prepare an appropriate amendment to the Lease memorializing the extension of the Term in accordance with the foregoing, and Tenant shall duly execute and return same to Landlord within 15 10 days. Should the fair market rental not be established by the commencement of the extension period, then Tenant shall continue paying rent at the rate in effect during the last month of the Term, and a lump sum adjustment shall be made promptly upon the determination of such new rental. If Tenant fails to timely to do socomply with any of the provisions of this paragraph, then Landlord, at its sole discretion, may either enforce its rights under this Section or, upon written notice to Tenant, elect to cause Tenant’s right to extend the Term may, at Landlord’s election and in addition to any other remedies that may be available to Landlord, be extinguished, in which event this the Lease shall automatically terminate as of the originally scheduled initial expiration date of expiration. Should Landlord elect the latter, then this Lease shall terminate upon the scheduled date of expiration and Tenant’s rights under this paragraph shall be of no further force or effectTerm. Any attempt to assign or transfer any right or interest created by this paragraph to other than a Business Transfer Tenant Affiliate shall be void from its inception. Tenant shall have no other right to extend the Term beyond the single 12 60 month extension created by this paragraph. Unless agreed to in a writing signed by Landlord and Tenant, any extension of the Term, whether created by an amendment to this Lease or by a holdover of the Premises by Tenant, or otherwise, shall be deemed a part of, and not in addition to, any duly exercised extension period permitted by this paragraph. Tenant’s Right to Extend is subject and subordinate to the expansion rights (whether such rights are designated as a right of first offer, right of first refusal, expansion option or otherwise) of any tenant of the Building existing on the date hereof. Time is specifically made of the essence of in this Section.

Right to Extend. Provided that Tenant is not in Default under any provision of this Lease at the time of exercise of the extension right granted herein, and provided further that Tenant and/or a Permitted Transferee is occupying the entire Premises and Tenant has not assigned or sublet any of its interest in the this Lease (except in connection with a Business Permitted Transfer of the this Lease to an Affiliate a Permitted Transferee as described in Section 10 of the Lease9.1(e) hereof), Tenant may extend the Term of the this Lease for one additional period of 12 60 months. Tenant shall exercise its right to extend the Term by The Basic Rent and only by delivering to Landlord, not less than 6 months nor more than 9 months prior to the expiration date of the Term, Tenant’s written notice of its irrevocable commitment to extend (the “Commitment Notice”). Should Tenant fail timely to deliver the Commitment Notice, then this extension right shall thereupon lapse and be of no further force or effect. The Base Rent additional rent payable under the Lease during the extension of the Term shall be at the prevailing fair market rental rate (including applicable periodic adjustments) for comparable and similarly improved office space within Class A office being leased in comparable buildings in the University Towne Centre submarket of San Diego Sunnyvale, California, as of the commencement of the extension period, period (the “Prevailing Rate”). The Prevailing Rate shall take into account (i) the quality of improvements and age of the Building (based on a reasonable extrapolation the date of construction or major renovation), (ii) the amount of applicable operating expenses charged in connection with the space, (ii) the level of leasehold improvements and improvement allowances, (iii) the value of rent credits and other concessions (but excluding construction periods), and (iv) any other relevant and generally applicable monetary considerations affecting the proper determination of the fair market value rental rate. Tenant shall exercise its right to extend the Term by and only by the following procedure: Tenant may (but is not obligated to) deliver to Landlord, not less than 12 months nor more than 15 months prior to the expiration date of the Term, ▇▇▇▇▇▇’s written notice of its interest to extend (the “Interest Notice”). Provided that an Interest Notice has been timely delivered, not later than 11 months prior to the expiration date of the Term, Landlord shall advise Tenant of the proposed Prevailing Rate for the Extension Term. Following receipt of Landlord’s then-current leasing ratesproposed Prevailing Rate, Tenant, may deliver to Landlord, not later than 9 months prior to the expiration date of the Term (but not sooner than 30 days after receipt of Landlord’s proposed Prevailing Rate), notice of its irrevocable exercise of its right to extend this Lease (the “Commitment Notice”), which Commitment Notice shall include either Tenant’s acceptance of Landlord’s proposed Prevailing Rate or ▇▇▇▇▇▇’s rejection of Landlord’s proposed Prevailing Rate. If Tenant fails to timely provide Landlord with a Commitment Notice, the extension right shall become null and void. If Tenant provides Landlord with a Commitment Notice, and accepts ▇▇▇▇▇▇▇▇’s proposed Prevailing Rate, Landlord and Tenant shall enter into an appropriate amendment to this Lease for the extension period (as provided below) upon the terms and conditions set forth herein. If Tenant provides a Commitment Notice, but rejects Landlord’s proposed Prevailing Rate, then the parties shall meet and confer and attempt to agree upon the Prevailing Rate. In the event that the parties are not able to agree on the Prevailing Rate within 120 days prior to the expiration date of the Term, then either party may elect, by written notice to the other party, to cause said rental, including subsequent adjustments, to be determined by appraisal as follows. Within 10 days following receipt of such appraisal election, the parties shall attempt to agree on an appraiser to determine the Prevailing Rate. If the parties are unable to agree in that time, then each party shall designate an appraiser within 10 days thereafter. Should either party fail to so designate an appraiser within that time, then the appraiser designated by the other party shall determine the Prevailing Rate. Should each of the parties timely designate an appraiser, than the two appraisers so designated shall appoint a third appraiser who shall, acting alone, determine the fair market rental value of the Premises. Any appraiser designated hereunder shall have an M.A.I. certification or equivalent with not less than 5 years’ experience in the valuation of ​ commercial office, research and development and life science buildings in Santa Clara County, California. Within 10 days following the selection of the appraiser, Landlord and Tenant shall each submit in writing to the appraiser its determination of the rental rate for the extension period (respectively, the “Landlord’s Determination” and the “Tenant’s Determination”). Should either party fail timely to submit its rental determination, then the determination of the other party shall be conclusive and binding on the parties. The appraiser shall not disclose to either party the rental determination of the other party until the expiration of that 10 day period or, if sooner, the appraiser’s receipt of both the Landlord’s Determination and the Tenant’s Determination. Within 30 days following the selection of the appraiser and such appraiser’s receipt of the Landlord’s Determination and the Tenant’s Determination, the appraiser shall determine whether the rental rate determined by Landlord or by Tenant more accurately reflects Prevailing Rate for the Premises, as reasonably extrapolated to the commencement of the extension term. Accordingly, either the Landlord’s Determination or the Tenant’s Determination shall be selected by the appraiser as the fair market rental rate for the extension period. In determining such value, the appraiser shall first consider comparable rentals for the Building and the Project, provided that if adequate comparables do not exist then the appraiser may consider transactions involving similarly improved space in comparable buildings in Sunnyvale with appropriate adjustments for differences in location and quality of project. In no event shall the monthly Base Rent payable appraiser attribute factors for brokerage commissions to reduce said fair market rental. At any time before the decision of the appraiser is rendered, either party may, by written notice to the other party, accept the rental terms submitted by the other party, in which event such terms shall be deemed adopted as the agreed fair market rental. The fees of the appraiser(s) shall be shared equally by both parties. Within 20 days after the determination of the Prevailing Rate, Landlord shall prepare a reasonably appropriate and mutually and reasonably acceptable amendment to this Lease for the extension period be less than the Base Rent payable during the month immediately preceding the commencement of such extension period. Promptly following receipt of the Commitment Notice, Landlord shall prepare an appropriate amendment to the Lease memorializing the extension of the Term in accordance with the foregoing, and Tenant shall duly execute and return same to Landlord within 15 10 days. Should the Prevailing Rate not be established by the commencement of the extension period, then Tenant shall continue paying rent at the rate in effect during the last month of the initial Term, and a lump sum adjustment shall be made promptly upon the determination of such new rental. If Tenant fails to timely to do socomply with any of the provisions of this paragraph, then Landlord, at its sole discretion, may either enforce its rights under this Section or, upon written notice to Tenant, elect to cause Tenant▇▇▇▇▇▇’s right to extend the Term may, at Landlord’s election and in addition to any other remedies that may be available to Landlord, be extinguished, in which event this the Lease shall automatically terminate as of the originally scheduled initial expiration date of expiration. Should Landlord elect the latter, then this Lease shall terminate upon the scheduled date of expiration and Tenant’s rights under this paragraph shall be of no further force or effectTerm. Any attempt to assign or transfer any right or interest created by this paragraph Section to another party other than a Business Transfer Permitted Transferee shall be void from its inception. Tenant shall have no other right to extend the Term beyond the single 12 60 month extension created by this paragraph. Unless agreed to in a writing signed by Landlord and Tenant, any extension of the Term, whether created by an amendment to this Lease or by a holdover of the Premises by Tenant, or otherwise, shall be deemed a part of, and not in addition to, any duly exercised extension period permitted by this paragraph. Tenant’s Right to Extend is subject and subordinate to the expansion rights (whether such rights are designated as a right of first offer, right of first refusal, expansion option or otherwise) of any tenant of the Building existing on the date hereof. Time is specifically made of the essence of this Section.

Right to Extend. Provided The Tenant shall have the right to extend this Lease for one (1) extension term of five (5) years (the "Extension Term") commencing on the day following the last day of the Term, subject to the following terms and conditions: (a) the Tenant's right to extend is personal to the original Tenant and does not extend to any assignee or subtenant so that Tenant is not in Default under the right to extend terminates upon any provision assignment of this Lease or upon any subletting of all or any part of the Premises (b) the Tenant shall not be entitled to any right of extension if, at the time of exercise the giving of the extension right granted hereinnotice of exercise thereof, and provided further that the Tenant is occupying in default hereunder or if prior thereto the entire Premises and Tenant has been in default hereunder on a consistent basis; (c) the right of extension shall be exercisable by notice by the Tenant to the Landlord not assigned or sublet any of its interest in the Lease later than nine (except in connection with a Business Transfer of the Lease to an Affiliate as described in Section 10 of the Lease), Tenant may extend the Term of the Lease for one period of 12 months. Tenant shall exercise its right to extend the Term by and only by delivering to Landlord, not less than 6 months nor more than 9 9) months prior to the expiration date of the Term, Tenant’s written failing which notice of its irrevocable commitment to extend (the “Commitment Notice”). Should Tenant fail timely to deliver the Commitment Notice, then this extension such right shall thereupon lapse be terminated; (d) if the Tenant has properly exercised its right of extension, this Lease shall be extended for the Extension Term on the same terms and be of no further force or effect. The Base Rent payable under the conditions as are contained in this Lease during the extension of supplemented as follows: (i) all references to the Term shall be at deemed to include the prevailing Extension Term, (ii) the Basic Rent during the Extension Term will be as stipulated in subsection (e), (iii) there shall be no further right to extend and (iv) there shall be no tenant inducements, rent-free periods or Landlord's Work; (e) the annual Basic Rent during the Extension Term shall be the greater of (i) the annual Basic Rent payable during the last year of the Term and (ii) the market rental rate (including periodic adjustments) rent for comparable and similarly improved office space within Class A office buildings in the University Towne Centre submarket of San Diego Premises as of the commencement of the extension periodExtension Term and on the basis of all relevant circumstances applicable to lease extensions except that the Landlord shall not be responsible for paying any inducements whatsoever to the Tenant and the Basic Rent shall not be adjusted to reflect this fact and shall be negotiated in good faith by the Landlord and the Tenant and, based on a reasonable extrapolation of Landlord’s then-current leasing rates. In no event shall the monthly Base Rent payable for the extension period be less than the Base Rent payable during the month immediately preceding failing agreement by three months before the commencement of such extension period. Promptly following receipt of the Commitment NoticeExtension Term, Landlord shall prepare an appropriate amendment to the Lease memorializing the extension of the Term be determined by arbitration in accordance with the foregoingArbitrations Act (Ontario); and (f) if the Basic Rent during the Extension Term has not been settled by the commencement of the Extension Term, and the Tenant shall duly execute and return same to Landlord within 15 days. If Tenant fails timely to do sopay, then Landlordas Basic Rent, at its sole discretion, may either enforce its rights under this Section or, upon written notice to Tenant, elect to cause Tenant’s right to extend to be extinguished, in which event this Lease shall terminate as of the originally scheduled date of expiration. Should Landlord elect amount suggested by the latter, then this Lease shall terminate upon the scheduled date of expiration and Tenant’s rights under this paragraph shall be of no further force or effect. Any attempt to assign or transfer any right or interest created by this paragraph to other than a Business Transfer shall be void from its inception. Tenant shall have no other right to extend the Term beyond the single 12 month extension created by this paragraph. Unless agreed to in a writing signed by Landlord and Tenant, any extension of when a final determination has been made the Term, whether created by an amendment to this Lease or by a holdover of parties shall promptly make the Premises by Tenant, or otherwise, shall be deemed a part of, and not in addition to, any duly exercised extension period permitted by this paragraph. Tenant’s Right to Extend is subject and subordinate to the expansion rights (whether such rights are designated as a right of first offer, right of first refusal, expansion option or otherwise) of any tenant of the Building existing on the date hereof. Time is specifically made of the essence of this Sectionappropriate adjustments.

Right to Extend. Provided that Tenant is not in Default under any provision of this Lease at the time of exercise of the extension right granted herein, and provided further that Tenant is occupying the entire Premises and has not assigned or sublet any of its interest in the this Lease (except in connection with a Business Permitted Transfer of the this Lease to an Affiliate as described in Section 10 of the Lease9.1(e) hereof), Tenant may extend the Term of the this Lease for one period of 12 60 months. Tenant shall exercise its right to extend the Term by and only by delivering to Landlord, not less than 6 9 months nor more than 9 12 months prior to the expiration date of the Term, Tenant’s written notice of its irrevocable commitment to extend (the “Commitment Notice”). Should Tenant fail timely to deliver the Commitment Notice, then this extension right shall thereupon lapse and be of no further force or effect. The Base Basic Rent payable under the Lease during the extension of the Term shall be at the prevailing market rental rate (including periodic adjustments) for comparable and similarly improved office space within Class A office buildings in the University Towne Centre submarket of San Diego Building as of the commencement of the extension period, as determined by Landlord, based on a reasonable extrapolation of Landlord’s then-current leasing ratesrates (the “Prevailing Rate”). In the event that the parties are not able to agree on the Prevailing Rate within 120 days prior to the expiration date of the Term, then either party may elect, by written notice to the other party, to cause said rental, including subsequent adjustments, to be determined by appraisal as follows. Within 10 days following receipt of such appraisal election, the parties shall attempt to agree on an appraiser to determine the Prevailing Rate. If the parties are unable to agree in that time, then each party shall designate an appraiser within 10 days thereafter. Should either party fail to so designate an appraiser within that time, then the appraiser designated by the other party shall determine the Prevailing Rate. Should each of the parties timely designate an appraiser, than the two appraisers so designated shall appoint a third appraiser who shall, acting alone, determine the fair market rental value of the Premises. Any appraiser designated hereunder shall have an M.A.I. certification or equivalent with not less than 5 years’ experience in the valuation of commercial office buildings in Orange County, California. Within 10 days following the selection of the appraiser, Landlord and Tenant shall each submit in writing to the appraiser its determination of the rental rate for the extension period (respectively, the “Landlord’s Determination” and the “Tenant’s Determination”). Should either party fail timely to submit its rental determination, then the determination of the other party shall be conclusive and binding on the parties. The appraiser shall not disclose to either party the rental determination of the other party until the expiration of that 10 day period or, if sooner, the appraiser’s receipt of both the Landlord’s Determination and the Tenant’s Determination. Within 30 days following the selection of the appraiser and such appraiser’s receipt of the Landlord’s Determination and the Tenant’s Determination, the appraiser shall determine whether the rental rate determined by Landlord or by Tenant more accurately reflects Prevailing Rate for the Premises, as reasonably extrapolated to the commencement of the extension term. Accordingly, either the Landlord’s Determination or the Tenant’s Determination shall be selected by the appraiser as the fair market rental rate for the extension period. In determining such value, the appraiser shall first consider rental comparables for the Building and the Project, provided that if adequate comparables do not exist then the appraiser may consider transactions involving similarly improved space owned by Landlord or its affiliates in the vicinity with appropriate adjustments for differences in location and quality of project. In no event shall the monthly Base Rent payable appraiser attribute factors for market tenant improvement allowances or brokerage commissions to reduce said fair market rental. At any time before the decision of the appraiser is rendered, either party may, by written notice to the other party, accept the rental terms submitted by the other party, in which event such terms shall be deemed adopted as the agreed fair market rental. The fees of the appraiser(s) shall be shared equally by both parties. Within 20 days after the determination of the Prevailing Rate, Landlord shall prepare a reasonably appropriate amendment to this Lease for the extension period be less than the Base Rent payable during the month immediately preceding the commencement of such extension period. Promptly following receipt of the Commitment Notice, Landlord shall prepare an appropriate amendment to the Lease memorializing the extension of the Term in accordance with the foregoing, and Tenant shall duly execute and return same to Landlord within 15 10 days. Should the Prevailing Rate not be established by the commencement of the extension period, then Tenant shall continue paying rent at the rate in effect during the last month of the initial Term, and a lump sum adjustment shall be made promptly upon the determination of such new rental. If Tenant fails to timely to do socomply with any of the provisions of this paragraph, then Landlord, at its sole discretion, may either enforce its rights under this Section or, upon written notice to Tenant, elect to cause Tenant’s right to extend the Term may, at Landlord’s election and in addition to any other remedies that may be available to Landlord, be extinguished, in which event this the Lease shall automatically terminate as of the originally scheduled initial expiration date of expiration. Should Landlord elect the latter, then this Lease shall terminate upon the scheduled date of expiration and Tenant’s rights under this paragraph shall be of no further force or effectTerm. Any attempt to assign or transfer any right or interest created by this paragraph Section to other than a Business Transfer an Affiliate shall be void from its inception. Tenant shall have no other right to extend the Term beyond the single 12 60 month extension created by this paragraphSection. Unless agreed to in a writing signed by Landlord and Tenant, any extension of the Term, whether created by an amendment to this Lease or by a holdover of the Premises by Tenant, or otherwise, shall be deemed a part of, and not in addition to, any duly exercised extension period permitted by this paragraphSection. Tenant’s Right to Extend is subject and subordinate to the expansion rights (whether such rights are designated as a right of first offer, right of first refusal, expansion option or otherwise) of any tenant of the Building or Project existing on the date hereof. Time is specifically made of the essence of in this Section.

Right to Extend. Provided that Tenant is not then in Default default under any provision of this Lease at the time of exercise of the extension right granted herein, and provided further that Tenant is occupying the entire Premises and has not assigned or sublet any of its interest in the Lease (except in connection with a Business Transfer of the Lease to an Affiliate as described in Section 10 of the Lease), Tenant may extend the Term of the this Lease for one period of 12 sixty (60) months. Tenant shall exercise its such right to extend the Term by and only by delivering to Landlord, not less than 6 nine (9) months nor or more than 9 twelve (12) months prior to the scheduled expiration date of the Term, Tenant’s 's written notice of its irrevocable commitment election to extend (the “Commitment "Exercise Notice”"). Should Tenant fail Tenant's failure timely to deliver the Commitment Notice, then Exercise Notice shall cause this extension right shall thereupon to lapse and be of no further force or effect. The Base Basic Rent payable under the Lease during the extension of the Term shall be at the prevailing market rental rate (including periodic adjustments) and other economic terms for comparable and similarly improved office space within Class A office buildings being leased by Landlord in the University Towne Centre submarket of San Diego as of Project with a term commencing at or about the commencement of the applicable extension period, as determined by Landlord based on a reasonable extrapolation of Landlord’s its then-current leasing ratesrates (the "Prevailing Rate"). In determining the Prevailing Rate, recent new and renewal leases with non-equity tenants of the Project shall be considered. The Prevailing Rate shall reflect the rental rate and terms payable in those third party transactions, taking into account pertinent economic concessions then generally being granted by Landlord such as "free rent," Operating Expense base years, parking charge limitations, and the like. It is understood, however, that no event consideration shall be given to brokerage commissions, lease "takeover" payments, moving allowances, or tenant improvement allowances (other than retrofit allowances granted to renewal tenants). The rental rates payable in any third party transactions executed more than six (6) months prior to the monthly Base Rent payable commencement of the extension period shall be reasonably extrapolated, if applicable, to reflect current rental trends. Following Tenant's delivery of the Exercise Notice, but not later than six (6) months prior to the expiration date of the Term, Landlord shall notify Tenant in writing ("Landlord's Notice") of Landlord's calculation of the Prevailing Rate for the extension period be less than based on the Base Rent payable during foregoing criteria. Should Tenant dispute Landlord's calculation, then Tenant may, by written notice to Landlord within thirty (30) days following Landlord's Notice, submit the month immediately preceding the commencement reasonableness of such extension period. Promptly following receipt Landlord's calculation of the Commitment NoticePrevailing Rate to arbitration in accordance with Section 14.7(b) of the Lease (the "Arbitration Election"). Should Tenant fail timely to make the Arbitration Election, then Landlord's determination of the Prevailing Rate shall be conclusive. Within twenty (20) days after the determination of the Prevailing Rate, Landlord shall prepare an appropriate a commercially reasonable amendment to this Lease consistent with the Lease memorializing foregoing for the extension of the Term in accordance with the foregoing, period and Tenant shall duly execute and return same to Landlord within 15 fifteen (15) days. If Tenant fails timely to do so, then Landlord, at its sole discretion, Landlord may either enforce its rights under this Section or, upon written notice to Tenant, elect to cause Tenant’s 's right to extend to be extinguished, in which event this Lease shall terminate as of the originally scheduled date of expiration. Should Landlord elect the latterPrevailing Rate not be established by the commencement of the extension period, then Tenant shall continue paying rent at the rate in effect during the month preceding such commencement, and a lump sum adjustment shall be made promptly upon the determination of such new rental. The right to extend granted in this Section shall be personal to the original Tenant and may not be assigned or transferred by it except in connection with an assignment of this Lease shall terminate upon the scheduled date of expiration and Tenant’s rights under this paragraph shall be of no further force or effectto a Tenant Affiliate. Any other attempt to assign or transfer any such right or interest created by this paragraph to other than a Business Transfer shall be void from its inception. Tenant shall have no other right to extend the Term beyond the single 12 month extension created by this paragraph. Unless agreed to in a writing signed by Landlord and Tenant, any extension of the Term, whether created by an amendment to this Lease or by a holdover of the Premises by Tenant, or otherwise, shall be deemed a part of, and not in addition to, any duly exercised extension period permitted by this paragraph. Tenant’s Right to Extend is subject and subordinate to the expansion rights (whether such rights are designated as a right of first offer, right of first refusal, expansion option or otherwise) of any tenant of the Building existing on the date hereof. Time is specifically made of the essence of in this Section.

Right to Extend. Provided that Tenant is not in Default under any provision of this Lease at the time of exercise of the extension right granted herein, and provided further that Tenant is occupying the entire Premises and has not assigned or sublet any of its interest in the Lease (except in connection with a Business Transfer of the Lease to an Affiliate as described in Section 10 of the Lease), a) The Tenant may extend the Term term of this Lease for one further term of five (5) years (such term being called the "Extension Term"), commencing on the day following the date of expiration of the Term, provided that the Tenant shall only be entitled to extend this Lease if it: (i) is not in default of any provision of the Lease for one beyond any cure period provided in respect of 12 months. Tenant shall exercise its right such default in the Lease; and (ii) advises the Landlord in writing that it wishes to extend the Term by and only by delivering to Landlord, this Lease not less than 6 months nor more than 9 months prior to the expiration date of the Term, Tenant’s written notice . (b) If the Tenant exercises its right of its irrevocable commitment to extend (the “Commitment Notice”). Should Tenant fail timely to deliver the Commitment Notice, then this extension right shall thereupon lapse and be of no further force or effect. The Base Rent payable under the Lease during the extension of the Term shall be at the prevailing market rental rate (including periodic adjustments) for comparable and similarly improved office space within Class A office buildings in the University Towne Centre submarket of San Diego as of the commencement of the extension period, based on a reasonable extrapolation of Landlord’s then-current leasing rates. In no event shall the monthly Base Rent payable for the extension period be less than the Base Rent payable during the month immediately preceding the commencement of such extension period. Promptly following receipt of the Commitment Notice, Landlord shall prepare an appropriate amendment to the Lease memorializing the extension of the Term in accordance with the foregoing, and Tenant shall duly execute and return same to Landlord within 15 days. If Tenant fails timely to do so, then Landlord, at its sole discretion, may either enforce its rights under this Section or, upon written notice to Tenant, elect to cause Tenant’s right to extend to be extinguished, in which event this Lease shall terminate be extended upon the same terms and conditions herein contained, save and except as follows: (i) there will be no further right of extension; (ii) the Landlord will not be required to perform the Landlord's Work, if any, and the Tenant will not be required to perform the Tenant's Work, if any, and the Tenant will not be entitled to any leasehold improvement allowance, tenant inducement or rent free period; (iii) the Basic Rent shall be the then current fair Market Rental of the originally scheduled date Premises, as established by the mutual agreement of expiration. Should Landlord elect the latter, then this Lease shall terminate upon the scheduled date of expiration and Tenant’s rights under this paragraph shall be of no further force or effect. Any attempt to assign or transfer any right or interest created by this paragraph to other than a Business Transfer shall be void from its inception. Tenant shall have no other right to extend the Term beyond the single 12 month extension created by this paragraph. Unless agreed to in a writing signed by Landlord and Tenant, any extension the Tenant but not less than that payable in the last year of the Term. If the Basic Rent for the Extension Term has not been agreed upon by the Landlord and the Tenant at least 90 days prior to the expiry of the Term, whether created by the Basic Rent for the Extension Term will be determined in accordance with the following procedure: (A) each party will within five (5) Business Days of the expiry of the time period referred to above appoint a qualified real estate appraiser and advise, in writing, the other party of the person appointed (which notice shall set out the Appraiser's name, address, phone and fax number and experience); (B) within five (5) Business Days of both Appraisers being appointed, the two Appraisers so chosen shall appoint a third Appraiser and advise the Landlord and the Tenant of such appointment; (C) if either party fails to appoint an amendment to this Lease or by a holdover Appraiser within five (5) Business Days of receiving written notice from the other party of the appointment of such party's Appraiser, then the Appraiser so appointed shall determine the fair market rental value of the Premises by Tenantin accordance with the procedure set out below; (D) in order to be selected as an Appraiser, or otherwise, the person so selected shall be deemed qualified by education, experience and training to value real estate for rental purposes in the Province of Ontario and have been ordinarily engaged in the valuation of real property in the Grea▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇a part offor the 5 years immediately preceding their appointment; (E) acting independently of each other, and not in addition toeach of the 3 Appraisers within 30 days after the appointment of the third Appraiser (or, any duly exercised extension period permitted by this paragraph. Tenant’s Right to Extend if only 1 Appraiser is subject and subordinate appointed, that Appraiser) shall submit to the expansion rights (whether such rights are designated Landlord and the Tenant a written report and appraisal stating his/her opinion as a right of first offer, right of first refusal, expansion option or otherwise) of any tenant to the Market Rental of the Building existing on Premises during the date hereofExtension Term. Time is specifically made The 2 of the essence 3 appraisals reported by the 3 Appraisers which are closest in amount shall be averaged and the Basic Rent for the Extension Term will be equal to such averaged amount (or, if only 1 Appraiser has been appointed, the Basic Rent for the Extension Term will be equal to the amount determined by such Appraiser). Provided that in no event shall the Basic Rent be less than that payable during the last year of this Sectionthe Term. The determination of the Basic Rent for the Extension Term in accordance with the foregoing will be conclusive and binding upon the Landlord and the Tenant; and 68 (F) the cost of the Appraiser selected by a party shall be borne by that party and the costs of the third Appraiser shall be borne equally by the parties.

Right to Extend. Provided that Tenant is not in Default under any provision Subject to the terms of this Lease at the time of exercise of the extension right granted hereinSection, and provided further that Tenant is occupying the entire Premises and Sublessee has not assigned or sublet any of its interest in the Lease elected to terminate this Sublease pursuant to Section 41 hereof, Sublessee shall have one (except in connection with a Business Transfer of the Lease 1) option to an Affiliate as described in Section 10 of the Lease), Tenant may extend the Term of this Sublease with respect to the Lease entirety of the Subleased Premises, for one an additional period of 12 months. Tenant shall exercise its right five (5) years from the expiration date of the Sublease Term (“Extension Period”). (i) The option to extend shall be exercised, if at all, by notice of exercise given to Sublessor on or before the Term by and only by delivering to Landlord, not less than 6 months nor more than 9 date which is twelve (12) months prior to the expiration of the initial Sublease Term. (ii) Anything herein to the contrary notwithstanding, if Sublessee is in default (after the lapse of any applicable notice and cure period) under any of the terms, covenants or conditions of this Sublease, either at the time Sublessee exercises the extension option or the commencement date of the TermExtension Period, TenantSublessor shall have, in addition to all of Sublessor’s written notice of its irrevocable commitment other rights and remedies provided in this Sublease, the right to terminate such option to extend upon notice to Sublessee. (iii) If the extension option is exercised in a timely fashion, this Sublease shall be extended for the Extension Period upon all of the terms and conditions of this Sublease (except as provided below with respect to applicable lease concessions), provided that the Base Monthly Rent for the Extension Period shall be the “Commitment Notice”)Fair Market Rent” for the Subleased Premises. Should Tenant fail timely For purposes hereof, “Fair Market Rent” shall mean the Base Monthly Rent determined pursuant to deliver the Commitment Noticeprocess described below. At the end of the first 12-month period of the Extension Period, then this extension right Base Monthly Rent shall thereupon lapse and be cumulatively increased to reflect 3% annual increases. Base Monthly Rent shall be so adjusted at the end of no further force or effect. The Base Rent payable under the Lease each subsequent 12-month period during the extension Extension Period. No leasing commissions shall be due or payable to any broker retained by Sublessee with regard to this Sublease for the Extension Period. For purposes hereof, “Fair Market Rent”, for the purposes of this Sublease, shall mean the annual amount per rentable square foot that a willing, comparable, new non-renewal non-equity sublessee would pay, and a willing, comparable sublessor of a comparable building within the El Segundo would accept, at arm’s length, giving appropriate consideration to the annual rental rate per rentable square foot, escalation (including type, base year and stop) and abatement provisions reflecting free rent and/or no rent during the period of construction, brokerage commissions, if any, length of the Term 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 a whole-building sublessee so that this Sublessee will obtain the same rent and other benefits that Sublessor would otherwise give to any comparable prospective sublessee. In order to provide “equivalent” economics, Sublessor shall be at have the prevailing choice of either providing the market rental rate (including periodic adjustments) for comparable and similarly improved office space within Class A office buildings in concessions described above to Sublessee, or subtracting the University Towne Centre submarket of San Diego as value of the commencement of concessions from the extension period, based Fair Market Rent on a reasonable extrapolation of Landlord’s thenstraight-current leasing rates. In no event shall the monthly Base Rent payable for the extension period be less than the Base Rent payable during the month immediately preceding the commencement of such extension period. Promptly following receipt of the Commitment Notice, Landlord shall prepare an appropriate amendment to the Lease memorializing the extension of the Term in accordance with the foregoing, and Tenant shall duly execute and return same to Landlord within 15 days. If Tenant fails timely to do so, then Landlord, at its sole discretion, may either enforce its rights under this Section or, upon written notice to Tenant, elect to cause Tenant’s right to extend to be extinguished, in which event this Lease shall terminate as of the originally scheduled date of expiration. Should Landlord elect the latter, then this Lease shall terminate upon the scheduled date of expiration and Tenant’s rights under this paragraph shall be of no further force or effect. Any attempt to assign or transfer any right or interest created by this paragraph to other than a Business Transfer shall be void from its inception. Tenant shall have no other right to extend the Term beyond the single 12 month extension created by this paragraph. Unless agreed to in a writing signed by Landlord and Tenant, any extension of the Term, whether created by an amendment to this Lease or by a holdover of the Premises by Tenant, or otherwise, shall be deemed a part of, and not in addition to, any duly exercised extension period permitted by this paragraph. Tenant’s Right to Extend is subject and subordinate to the expansion rights (whether such rights are designated as a right of first offer, right of first refusal, expansion option or otherwise) of any tenant of the Building existing on the date hereof. Time is specifically made of the essence of this Sectionline basis.

Right to Extend. Provided that Tenant is not in Default under any provision of this Lease at the time of exercise of the extension right granted herein, and provided further that Tenant is occupying the entire Premises and has not assigned or sublet any of its interest in the this Lease (except in connection with a Business Permitted Transfer of the this Lease to an Affiliate as described in Section 10 of the Lease9.2 hereof), Tenant may extend the Term of the this Lease for one period of 12 36 months. Tenant shall exercise its right to extend the Term by and only by delivering to Landlord, not less than 6 12 months nor more than 9 15 months prior to the expiration date of the Term, Tenant’s written notice of its irrevocable commitment to extend (the “Commitment Notice”). Should Tenant fail timely to deliver the Commitment Notice, then this extension right shall thereupon lapse and be of no further force or effect. The Base Basic Rent payable under the Lease during the extension of the Term shall be at the prevailing market rental rate (including periodic adjustments) for comparable and similarly improved office space within Class A office buildings in the University Towne Centre submarket of San Diego Building and Project as of the commencement of the extension period, as determined by Landlord, based on a reasonable extrapolation of Landlord’s then-current leasing ratesrates (“Prevailing Rate”). In the event there are not sufficient comparables within the Project to determine the Prevailing Rate, Landlord shall use the following projects owned by Landlord or its affiliates, subject to appropriate adjustments for comparison purposes, for its determination of the Prevailing Rate: MacArthur Court, Irvine Towers and Newport Gateway. In the event that the parties are not able to agree on the Prevailing Rate within 120 days prior to the expiration date of the Term, then either party may elect, by written notice to the other party, to cause said rental, including subsequent adjustments, to be determined by appraisal as follows. Within 10 days following receipt of such appraisal election, the parties shall attempt to agree on an appraiser to determine the Prevailing Rate. If the parties are unable to agree in that time, then each party shall designate an appraiser within 10 days thereafter. Should either party fail to so designate an appraiser within that time, then the appraiser designated by the other party shall determine the Prevailing Rate. Should each of the parties timely designate an appraiser, than the two appraisers so designated shall appoint a third appraiser who shall, acting alone, determine the fair market rental value of the Premises. Any appraiser designated hereunder shall have an M.A.I. certification or equivalent with not less than 5 years’ experience in the valuation of commercial office buildings in Orange County, California. Within 10 days following the selection of the appraiser, Landlord and Tenant shall each submit in writing to the appraiser its determination of the rental rate for the extension period (respectively, the “Landlord’s Determination” and the “Tenant’s Determination”). Should either party fail timely to submit its rental determination, then the determination of the other party shall be conclusive and binding on the parties. The appraiser shall not disclose to either party the rental determination of the other party until the expiration of that 10 day period or, if sooner, the appraiser’s receipt of both the Landlord’s Determination and the Tenant’s Determination. Within 30 days following the selection of the appraiser and such appraiser’s receipt of the Landlord’s Determination and the Tenant’s Determination, the appraiser shall determine whether the rental rate determined by Landlord or by Tenant more accurately reflects Prevailing Rate for the Premises, as reasonably extrapolated to the commencement of the extension term. Accordingly, either the Landlord’s Determination or the Tenant’s Determination shall be selected by the appraiser as the fair market rental rate for the extension period. In determining such value, the appraiser shall first consider rental comparables for the Building and the Project, provided that if adequate comparables do not exist then the appraiser may consider transactions involving similarly improved space owned by Landlord or its affiliates in the vicinity with appropriate adjustments for differences in location and quality of project. In no event shall the monthly Base Rent payable appraiser attribute factors for market tenant improvement allowances or brokerage commissions to reduce said fair market rental. At any time before the decision of the appraiser is rendered, either party may, by written notice to the other party, accept the rental terms submitted by the other party, in which event such terms shall be deemed adopted as the agreed fair market rental. The fees of the appraiser(s) shall be shared equally by both parties. Within 20 days after the determination of the Prevailing Rate, Landlord shall prepare a reasonably appropriate amendment to this Lease for the extension period be less than the Base Rent payable during the month immediately preceding the commencement of such extension period. Promptly following receipt of the Commitment Notice, Landlord shall prepare an appropriate amendment to the Lease memorializing the extension of the Term in accordance with the foregoing, and Tenant shall duly execute and return same to Landlord within 15 10 days. Should the Prevailing Rate not be established by the commencement of the extension period, then Tenant shall continue paying rent at the rate in effect during the last month of the initial Term, and a lump sum adjustment shall be made promptly upon the determination of such new rental. If Tenant fails to timely to do socomply with any of the provisions of this paragraph, then Landlord, at its sole discretion, may either enforce its rights under this Section or, upon written notice to Tenant, elect to cause Tenant’s right to extend the Term may, at Landlord’s election and in addition to any other remedies that may be available to Landlord, be extinguished, in which event this the Lease shall automatically terminate as of the originally scheduled initial expiration date of expiration. Should Landlord elect the latter, then this Lease shall terminate upon the scheduled date of expiration and Tenant’s rights under this paragraph shall be of no further force or effectTerm. Any attempt to assign or transfer any right or interest created by this paragraph Section to other than a Business Transfer an Affiliate shall be void from its inception. Tenant shall have no other right to extend the Term beyond the single 12 36 month extension created by this paragraphSection. Unless agreed to in a writing signed by Landlord and Tenant, any extension of the Term, whether created by an amendment to this Lease or by a holdover of the Premises by Tenant, or otherwise, shall be deemed a part of, and not in addition to, any duly exercised extension period permitted by this paragraph. Tenant’s Right to Extend is subject and subordinate to the expansion rights (whether such rights are designated as a right of first offer, right of first refusal, expansion option or otherwise) of any tenant of the Building or Project existing on the date hereof. Time is specifically made of the essence of in this Section.

Right to Extend. Provided that Tenant is not in Default under any provision of this Lease at the time of exercise of the extension right granted herein, and provided further that Tenant and/or a Permitted Transferee is occupying the entire Premises and Tenant has not assigned or sublet any of its interest in the this Lease (except in connection with a Business Permitted Transfer of the this Lease to an Affiliate a Permitted Transferee as described in Section 10 of the Lease9.1(e) hereof), Tenant may extend the Term of the this Lease for one additional period of 12 60 months. Tenant shall exercise its right to extend the Term by The Basic Rent and only by delivering to Landlord, not less than 6 months nor more than 9 months prior to the expiration date of the Term, Tenant’s written notice of its irrevocable commitment to extend (the “Commitment Notice”). Should Tenant fail timely to deliver the Commitment Notice, then this extension right shall thereupon lapse and be of no further force or effect. The Base Rent additional rent payable under the Lease during the extension of the Term shall be at the prevailing fair market rental rate (including applicable periodic adjustments) for comparable and similarly improved office space within Class A office being leased in comparable buildings in the University Towne Centre submarket of San Diego Sunnyvale, California, as of the commencement of the extension period, period (the “Prevailing Rate”). The Prevailing Rate shall take into account (i) the quality of improvements and age of the Building (based on a reasonable extrapolation the date of construction or major renovation), (ii) the amount of applicable operating expenses charged in connection with the space, (ii) the level of leasehold improvements and improvement allowances, (iii) the value of rent credits and other concessions (but excluding construction periods), and (iv) any other relevant and generally applicable monetary considerations affecting the proper determination of the fair market value rental rate. Tenant shall exercise its right to extend the Term by and only by the following procedure: Tenant may (but is not obligated to) deliver to Landlord, not less than 12 months nor more than 15 months prior to the expiration date of the Term, ▇▇▇▇▇▇’s written notice of its interest to extend (the “Interest Notice”). Provided that an Interest Notice has been timely delivered, not later than 11 months prior to the expiration date of the Term, Landlord shall advise Tenant of the proposed Prevailing Rate for the Extension Term. Following receipt of Landlord’s then-current leasing ratesproposed Prevailing Rate, Tenant, may deliver to Landlord, not later than 9 months prior to the expiration date of the Term (but not sooner than 30 days after receipt of Landlord’s proposed Prevailing Rate), notice of its irrevocable exercise of its right to extend this Lease (the “Commitment Notice”), which Commitment Notice shall include either Tenant’s acceptance of Landlord’s proposed Prevailing Rate or ▇▇▇▇▇▇’s rejection of Landlord’s proposed Prevailing Rate. If Tenant fails to timely provide Landlord with a Commitment Notice, the extension right shall become null and void. If Tenant provides Landlord with a Commitment Notice, and accepts ▇▇▇▇▇▇▇▇’s proposed Prevailing Rate, Landlord and Tenant shall enter into an appropriate amendment to this Lease for the extension period (as provided below) upon the terms and conditions set forth herein. If Tenant provides a Commitment Notice, but rejects Landlord’s proposed Prevailing Rate, then the parties shall meet and confer and attempt to agree upon the Prevailing Rate. In the event that the parties are not able to agree on the Prevailing Rate within 120 days prior to the expiration date of the Term, then either party may elect, by written notice to the other party, to cause said rental, including subsequent adjustments, to be determined by appraisal as follows. Within 10 days following receipt of such appraisal election, the parties shall attempt to agree on an appraiser to determine the Prevailing Rate. If the parties are unable to agree in that time, then each party shall designate an appraiser within 10 days thereafter. Should either party fail to so designate an appraiser within that time, then the appraiser designated by the other party shall determine the Prevailing Rate. Should each of the parties timely designate an appraiser, than the two appraisers so designated shall appoint a third appraiser who shall, acting alone, determine the fair market rental value of the Premises. Any appraiser designated hereunder shall have an M.A.I. certification or equivalent with not less than 5 years’ experience in the valuation of commercial office, research and development and life science buildings in Santa Clara County, California. Within 10 days following the selection of the appraiser, Landlord and Tenant shall each submit in writing to the appraiser its determination of the rental rate for the extension period (respectively, the “Landlord’s Determination” and the “Tenant’s Determination”). Should either party fail timely to submit its rental determination, then the determination of the other party shall be conclusive and binding on the parties. The appraiser shall not disclose to either party the rental determination of the other party until the expiration of that 10 day period or, if sooner, the appraiser’s receipt of both the Landlord’s Determination and the Tenant’s Determination. Within 30 days following the selection of the appraiser and such appraiser’s receipt of the Landlord’s Determination and the Tenant’s Determination, the appraiser shall determine whether the rental rate determined by Landlord or by Tenant more accurately reflects Prevailing Rate for the Premises, as reasonably extrapolated to the commencement of the extension term. Accordingly, either the Landlord’s Determination or the Tenant’s Determination shall be selected by the appraiser as the fair market rental rate for the extension period. In determining such value, the appraiser shall first consider comparable rentals for the Building and the Project, provided that if adequate comparables do not exist then the appraiser may consider transactions involving similarly improved space in comparable buildings in Sunnyvale with appropriate adjustments for differences in location and quality of project. In no event shall the monthly Base Rent payable appraiser attribute factors for brokerage commissions to reduce said fair market rental. At any time before the decision of the appraiser is rendered, either party may, by written notice to the other party, accept the rental terms submitted by the other party, in which event such terms shall be deemed adopted as the agreed fair market rental. The fees of the appraiser(s) shall be shared equally by both parties. Within 20 days after the determination of the Prevailing Rate, Landlord shall prepare a reasonably appropriate and mutually and reasonably acceptable amendment to this Lease for the extension period be less than the Base Rent payable during the month immediately preceding the commencement of such extension period. Promptly following receipt of the Commitment Notice, Landlord shall prepare an appropriate amendment to the Lease memorializing the extension of the Term in accordance with the foregoing, and Tenant shall duly execute and return same to Landlord within 15 10 days. Should the Prevailing Rate not be established by the commencement of the extension period, then Tenant shall continue paying rent at the rate in effect during the last month of the initial Term, and a lump sum adjustment shall be made promptly upon the determination of such new rental. If Tenant fails to timely to do socomply with any of the provisions of this paragraph, then Landlord, at its sole discretion, may either enforce its rights under this Section or, upon written notice to Tenant, elect to cause Tenant▇▇▇▇▇▇’s right to extend the Term may, at Landlord’s election and in addition to any other remedies that may be available to Landlord, be extinguished, in which event this the Lease shall automatically terminate as of the originally scheduled initial expiration date of expiration. Should Landlord elect the latter, then this Lease shall terminate upon the scheduled date of expiration and Tenant’s rights under this paragraph shall be of no further force or effectTerm. Any attempt to assign or transfer any right or interest created by this paragraph Section to another party other than a Business Transfer Permitted Transferee shall be void from its inception. Tenant shall have no other right to extend the Term beyond the single 12 60 month extension created by this paragraph. Unless agreed to in a writing signed by Landlord and Tenant, any extension of the Term, whether created by an amendment to this Lease or by a holdover of the Premises by Tenant, or otherwise, shall be deemed a part of, and not in addition to, any duly exercised extension period permitted by this paragraph. Tenant’s Right to Extend is subject and subordinate to the expansion rights (whether such rights are designated as a right of first offer, right of first refusal, expansion option or otherwise) of any tenant of the Building existing on the date hereof. Time is specifically made of the essence of this Section.

Right to Extend. Provided that Tenant is not in Default under any provision of this Lease at the time of exercise of the extension right granted herein, and provided further that Tenant is occupying the entire Premises and has not assigned or sublet any of its interest in this Lease or sublet more than fifty percent (50%) of the Lease Floor Area of the Premises (in the aggregate), except in connection with a Business Permitted Transfer of the this Lease to an Affiliate as described in Section 10 of the Lease)9.2 hereof, Tenant may extend the Term of the this Lease for one period of 12 60 months. Tenant shall exercise its right to extend the Term by and only by delivering to Landlord, not less than 6 9 months nor more than 9 12 months prior to the expiration date of the Term, Tenant’s written notice of its irrevocable commitment to extend (the “Commitment Notice”). Should Tenant fail timely to deliver the Commitment Notice, then this extension right shall thereupon lapse and be of no further force or effect. The Base Basic Rent payable under the Lease during the extension of the Term shall be at the prevailing market rental rate (including periodic adjustments) for comparable and similarly improved office space within Class A office buildings in the University Towne Centre Santa ▇▇▇▇▇ submarket of San Diego as of (the commencement of the extension period, based on a reasonable extrapolation of Landlord’s then-current leasing rates“Prevailing Rate”). In no the event shall that the monthly Base Rent payable for parties are not able to agree on the extension period be less than the Base Rent payable during the month immediately preceding the commencement of such extension period. Promptly following receipt of the Commitment Notice, Landlord shall prepare an appropriate amendment Prevailing Rate within 120 days prior to the Lease memorializing the extension of the Term in accordance with the foregoing, and Tenant shall duly execute and return same to Landlord within 15 days. If Tenant fails timely to do so, then Landlord, at its sole discretion, may either enforce its rights under this Section or, upon written notice to Tenant, elect to cause Tenant’s right to extend to be extinguished, in which event this Lease shall terminate as of the originally scheduled expiration date of expiration. Should Landlord elect the latter, then this Lease shall terminate upon the scheduled date of expiration and Tenant’s rights under this paragraph shall be of no further force or effect. Any attempt to assign or transfer any right or interest created by this paragraph to other than a Business Transfer shall be void from its inception. Tenant shall have no other right to extend the Term beyond the single 12 month extension created by this paragraph. Unless agreed to in a writing signed by Landlord and Tenant, any extension of the Term, whether created then either party may elect, by written notice to the other party, to cause said rental, including subsequent adjustments, to be determined by appraisal as follows. Within 10 days following receipt of such appraisal election, the parties shall attempt to agree on an amendment appraiser to this Lease or determine the Prevailing Rate. If the parties are unable to agree in that time, then each party shall designate an appraiser within 10 days thereafter. Should either party fail to so designate an appraiser within that time, then the appraiser designated by a holdover the other party shall determine the Prevailing Rate. Should each of the Premises by Tenantparties timely designate an appraiser, or otherwise, shall be deemed a part of, and not in addition to, any duly exercised extension period permitted by this paragraph. Tenant’s Right to Extend is subject and subordinate to than the expansion rights (whether such rights are two appraisers so designated as a right of first offer, right of first refusal, expansion option or otherwise) of any tenant of the Building existing on the date hereof. Time is specifically made of the essence of this Section.DocuSign Envelope ID: 7CCC5BBD-E005-4A99-BDC3-12BBFCE51E1A

Right to Extend. Provided that Tenant is not in Default under any provision of this Lease at the time of exercise of the extension right granted herein, and provided further that Tenant is occupying the entire Premises and has not assigned or sublet any of its interest in the this Lease (except in connection with a Business Permitted Transfer of the this Lease to an Affiliate as described in Section 10 of the Lease9.1(e) hereof), Tenant may extend the Term of the this Lease for one period of 12 60 months. Tenant shall exercise its right to extend the Term by and only by delivering to Landlord, not less than 6 9 months nor more than 9 12 months prior to the expiration date of the Term, Tenant’s written notice of its irrevocable commitment to extend (the “Commitment Notice”). Should Tenant fail timely to deliver the Commitment Notice, then this extension right shall thereupon lapse and be of no further force or effect. The Base Basic Rent payable under the Lease during the extension of the Term shall be at the prevailing market rental rate (including periodic adjustments) for comparable and similarly improved office space within Class A office buildings being leased in the University Towne Centre submarket City of San Diego Sunnyvale as of the commencement of the extension period, based (the “Prevailing Rate”). In the event that the parties are not able to agree on the Prevailing Rate within 120 days prior to the expiration date of the Term, then either party may elect, by written notice to the other party, to cause said rental, including subsequent adjustments, to be determined by appraisal as follows. Within 10 days following receipt of such appraisal election, the parties shall attempt to agree on an appraiser to determine the Prevailing Rate. If the parties are unable to agree in that time, then each party shall designate an appraiser within 10 days thereafter. Should either party fail to so designate an appraiser within that time, then the appraiser designated by the other party shall determine the Prevailing Rate. Should each of the parties timely designate an appraiser, than the two appraisers so designated shall appoint a reasonable extrapolation third appraiser who shall, acting alone, determine the fair market rental value of the Premises. Any appraiser designated hereunder shall have an M.A.I. certification or equivalent with not less than 5 years experience in the valuation of commercial office buildings in Santa ▇▇▇▇▇ County, California. Within 10 days following the selection of the appraiser, Landlord and Tenant shall each submit in writing to the appraiser its determination of the rental rate for the extension period (respectively, the “Landlord’s then-current leasing ratesDetermination” and the “Tenant’s Determination”). Should either party fail timely to submit its rental determination, then the determination of the other party shall be conclusive and binding on the parties. The appraiser shall not disclose to either party the rental determination of the other party until the expiration of that 10 day period or, if sooner, the appraiser’s receipt of both the Landlord’s Determination and the Tenant’s Determination. Within 30 days following the selection of the appraiser and such appraiser’s receipt of the Landlord’s Determination and the Tenant’s Determination, the appraiser shall determine whether the rental rate determined by Landlord or by Tenant more accurately reflects Prevailing Rate for the Premises, as reasonably extrapolated to the commencement of the extension term. Accordingly, either the Landlord’s Determination or the Tenant’s Determination shall be selected by the appraiser as the fair market rental rate for the extension period. In determining such value, the appraiser shall first consider rental comparables for the Building and the Project, provided that if adequate comparables do not exist then the appraiser may consider transactions involving similarly improved space owned by Landlord or its affiliates in the vicinity with appropriate adjustments for differences in location and quality of project. In no event shall the monthly Base Rent payable appraiser attribute factors for brokerage commissions to reduce said fair market rental. At any time before the decision of the appraiser is rendered, either party may, by written notice to the other party, accept the rental terms submitted by the other party, in which event such terms shall be deemed adopted as the agreed fair market rental. The fees of the appraiser(s) shall be shared equally by both parties. Within 20 days after the determination of the Prevailing Rate, Landlord shall prepare a reasonably appropriate amendment to this Lease for the extension period be less than the Base Rent payable during the month immediately preceding the commencement of such extension period. Promptly following receipt of the Commitment Notice, Landlord shall prepare an appropriate amendment to the Lease memorializing the extension of the Term in accordance with the foregoing, and Tenant shall duly execute and return same to Landlord within 15 10 days. Should the Prevailing Rate not be established by the commencement of the extension period, then Tenant shall continue paying rent at the rate in effect during the last month of the initial Term, and a lump sum adjustment shall be made promptly upon the determination of such new rental. If Tenant fails to timely to do socomply with any of the provisions of this Section, then Landlord, at its sole discretion, may either enforce its rights under this Section or, upon written notice to Tenant, elect to cause Tenant’s right to extend the Term may, at Landlord’s election and in addition to any other remedies that may be available to Landlord, be extinguished, in which event this the Lease shall automatically terminate as of the originally scheduled initial expiration date of expiration. Should Landlord elect the latter, then this Lease shall terminate upon the scheduled date of expiration and Tenant’s rights under this paragraph shall be of no further force or effectTerm. Any attempt to assign or transfer any right or interest created by this paragraph Section to other than in connection with a Business Permitted Transfer shall be void from its inception. Tenant shall have no other right to extend the Term beyond the single 12 60 month extension created by this paragraphSection. Unless agreed to in a writing signed by Landlord and Tenant, any extension of the Term, whether created by an amendment to this Lease or by a holdover of the Premises by Tenant, or otherwise, shall be deemed a part of, and not in addition to, any duly exercised extension period permitted by this paragraph. Tenant’s Right to Extend is subject and subordinate to the expansion rights (whether such rights are designated as a right of first offer, right of first refusal, expansion option or otherwise) of any tenant of the Building existing on the date hereofSection. Time is specifically made of the essence of in this Section.

Right to Extend. Provided that Tenant is not in Default under any provision shall have the option to extend the initial term of this Lease at and the time Expiration Date for the Premises, as the Premises may have been expanded by written agreement, for an additional period of five (5) years from the expiration of the initial Term (said option being herein referred to as the "First Extension Option" and said five year period being herein referred to as the "First Extension Period"), and for a second consecutive period of five (5) years from the expiration of the First Extension Period (said option being hereinafter referred to as the "Second Extension Option" and said five year period being herein referred to as the "Second Extension Period"), on the terms and conditions set forth below: (a) Tenant must give Landlord written notice of its exercise of the extension right granted herein, and provided further that Tenant is occupying the entire Premises and has not assigned First Extension Option on or sublet any of its interest in the Lease (except in connection with a Business Transfer of the Lease to an Affiliate as described in Section 10 of the Lease), Tenant may extend the Term of the Lease for before one period of 12 months. Tenant shall exercise its right to extend the Term by and only by delivering to Landlord, not less than 6 months nor more than 9 months year prior to the expiration date of the initial Term, and of the Second Extension Option on or before one year prior to the expiration of the First Extension Period. If Tenant fails to exercise either Extension Option prior to the applicable date, Tenant’s written notice of its irrevocable commitment 's right to so extend this Lease and such Extension Option (the “Commitment Notice”). Should Tenant fail timely to deliver the Commitment Notice, and all then this extension right remaining Extension Options) shall thereupon lapse thereafter be null and be void and of no further force or effect. The Base Rent payable under . (b) In the Lease during the extension event that an Event of Default shall exist as of the Term shall be at time of exercise of any Extension Option or as of the prevailing market rental rate (including periodic adjustments) for comparable and similarly improved office space within Class A office buildings in the University Towne Centre submarket of San Diego as date of the commencement of any Extension Period, the extension period, based on a reasonable extrapolation of Landlord’s then-current leasing rates. In no event shall the monthly Base Rent payable for the extension period be less than the Base Rent payable during the month immediately preceding the commencement of such extension period. Promptly following receipt of the Commitment Notice, Landlord shall prepare an appropriate amendment to the Lease memorializing the extension of the Term in accordance with the foregoing, Extension Option and Tenant shall duly execute and return same to Landlord within 15 days. If Tenant fails timely to do so, then Landlord, at its sole discretion, may either enforce its rights under this Section or, upon written notice to Tenant, elect to cause Tenant’s 's right to extend to be extinguished, in which event this Lease shall terminate as of the originally scheduled date of expiration. Should Landlord elect the latter, then this Lease shall terminate upon the scheduled date of expiration be rendered null and Tenant’s rights under this paragraph shall be void and of no further force or effect. Any attempt . (c) The terms and conditions of this Lease, as it may have been amended from time to assign or transfer any right or interest created by this paragraph to other than time, shall prevail during the term of the applicable Extension Period except that Base Rental for the Premises (including all space which has become a Business Transfer part of the Premises) shall be void from its inceptionadjusted at the commencement of the applicable Extension Period to the then "Prevailing Market Rate" (as hereinafter defined). Tenant The "Prevailing Market Rate" shall have no other right to extend the Term beyond the single 12 month extension created by this paragraph. Unless agreed to in a writing signed be determined by Landlord and Tenant by mutual agreement, and, if Landlord and Tenant cannot agree, the Prevailing Market Rate shall be established in the manner specified in the balance of this subparagraph. Unless Landlord and Tenant have agreed upon the Prevailing Market Rate for the applicable Extension Period within thirty (30) days after the receipt of Tenant, any extension 's exercise of the TermExtension Option, Landlord shall advise Tenant of its determination of what the Prevailing Market Rate, per square foot of Rentable Area, should be for such Extension Period ("Landlord's Final Rate"). Within twenty (20) days after receipt of Landlord's Final Rate, Tenant shall advise Landlord, in writing, as to whether created or not Tenant accepts or rejects Landlord's Final Rate. Failure to accept or reject within said twenty day period shall be deemed acceptance thereof. If Tenant rejects Landlord's Final Rate, Tenant shall specify in such rejection notice Tenant's determination of what the Prevailing Market Rate, per square foot of Rentable Area, should be for such Extension Period ("Tenant's Final Rate"), and the Prevailing Market Rate, applying the definition in subparagraph (d) below, for the Extension Period shall then be determined by an amendment arbitration in accordance with the provisions of Paragraph 2 below. If the arbitrator has not determined the Prevailing Market Rate prior to the commencement of the Extension Period, Tenant shall continue to pay the Base Rental rates in effect pursuant to this Lease or by a holdover for the last month of the Premises by Tenantthen expiring term and, within thirty (30) days following the arbitrator's decision, any overpayment or otherwise, underpayment based on such previous rates shall be deemed a part of, and not in addition to, any duly exercised extension period permitted paid by this paragraph. Tenant’s Right to Extend is subject and subordinate Tenant or Landlord to the expansion rights (whether such rights are designated other, as a right of first offer, right of first refusal, expansion option or otherwise) of any tenant of the Building existing on the date hereof. Time is specifically made of the essence of this Sectionappropriate.

Right to Extend. Provided that Landlord grants Tenant is not in Default under any provision of the option to extend this Lease at the time of exercise of the extension right granted herein, and provided further that Tenant is occupying with respect to the entire Premises for one (1) additional period of five (5) Lease Years (the "Extension Period") subject to each and has all of the following terms and conditions (the "Extension Option"): (a) The Extension Option may not assigned be exercised or sublet assigned, voluntarily or involuntarily, by or to any person or entity other than the Tenant named in this Lease, and the parties hereto agree that if Tenant assigns any of its interest in this Lease or subleases the Lease Premises (except in connection with a Business Transfer of the Lease to an Affiliate as described in Section 10 of the Leaseor any portion thereof), Tenant may extend this Extension Option shall terminate immediately without the Term of need for any act or notice by either party to be effective. (b) The Annual Base Rent for the Lease for one period of 12 months. Tenant Extension Period shall exercise its right to extend the Term by and only by delivering to Landlord, not less than 6 months nor more than 9 months prior be equal to the expiration date of greater of: (i) the Term, Tenant’s written notice of its irrevocable commitment to extend (the “Commitment Notice”). Should Tenant fail timely to deliver the Commitment Notice, then this extension right shall thereupon lapse and be of no further force or effect. The Base Rent payable under the Lease during the extension of the Term shall be at the prevailing market rental rate (including periodic adjustments) for comparable and similarly improved office space within Class A office buildings in the University Towne Centre submarket of San Diego as of the commencement of the extension period, based on a reasonable extrapolation of Landlord’s then-current leasing rates. In no event shall the monthly Base Rent payable for the extension period be less than the Annual Base Rent payable during the month immediately preceding the commencement of such extension period. Promptly following receipt final Lease Year of the Commitment original Term, or (ii) 95% of the then prevailing fair market rental rate (such prevailing fair market rental rate, the "Market Rent") for Tenant's space; during the Extension Period the Additional Rent shall continue to be payable in the amount and manner as provided in the Lease with the same Base Taxes and Base Expense Year as established in Section 5.01 and all of the terms, conditions and covenants of this Lease shall apply. (c) Tenant shall have delivered to Landlord written notice (the "Extension Notice") of the exercise of the Extension Option not later than 270 days prior to the expiration of the current term of this Lease, time being of the essence. If an Extension Notice is not so delivered, Tenant's Extension Option shall automatically expire. (d) Tenant's right to exercise the Extension Option shall be suspended at the election of Landlord during any period in which an Event of Default has occurred and is continuing, but the period of time within which the Extension Option may be exercised shall not be extended. Notwithstanding Tenant's due and timely exercise of the Extension Option, if, after such exercise and prior to the effective date of the Extension Option an Event of Default occurs under this Lease that is not cured within the applicable grace period, if any, Landlord shall prepare an appropriate amendment have the right to the Lease memorializing the extension cancel Tenant's exercise of the Term in accordance with the foregoing, and Tenant shall duly execute and return same to Landlord within 15 days. If Tenant fails timely to do so, then Landlord, at its sole discretion, may either enforce its rights under this Section or, upon Extension Option by delivery of written notice to Tenant, elect to cause . (e) Tenant’s 's right to extend to be extinguished, in which event this Lease shall terminate as of the originally scheduled date of expiration. Should Landlord elect the latter, then this Lease shall terminate upon the scheduled date of expiration and Tenant’s rights under this paragraph shall be of no further force or effect. Any attempt to assign or transfer any right or interest created by this paragraph to other than a Business Transfer shall be void from exercise its inception. Tenant shall have no other right to extend the Term beyond the single 12 month extension created by this paragraph. Unless agreed to in a writing signed by Landlord and Tenant, any extension of the Term, whether created by an amendment to this Lease or by a holdover of the Premises by Tenant, or otherwise, shall be deemed a part of, and not in addition to, any duly exercised extension period permitted by this paragraph. Tenant’s Right to Extend Extension Option is subject and subordinate to the expansion exercise of all rights (whether such rights are designated as a right of first offer, right of first refusal, expansion option or otherwiseexpansion, lease renewal and lease extension rights (the "Expansion Rights") of any tenant of with regard to the Premises that have been granted by Landlord to Old Danbury Road Lessee Corp. and other Building existing on tenants prior to the date hereof. Time is specifically made of the essence of this SectionCommencement Date.

Right to Extend. Provided that Tenant is not in Default under any provision of this Lease at the time of exercise of the extension right granted herein, and provided further that Tenant is occupying the entire Premises and has not assigned or sublet any of its interest in the this Lease (except in connection with a Business Permitted Transfer of the this Lease to an Affiliate as described in Section 10 of the Lease9.2 hereof), Tenant may extend the Term of the this Lease for one period of 12 36 months. Tenant shall exercise its right to extend the Term by and only by delivering to Landlord, not less than 6 9 months nor more than 9 12 months prior to the expiration date of the Term, Tenant▇▇▇▇▇▇’s written notice of its irrevocable commitment to extend (the “Commitment Notice”). Should Tenant fail timely to deliver the Commitment Notice, then this extension right shall thereupon lapse and be of no further force or effect. The Base Basic Rent payable under the Lease during the extension of the Term shall be at the prevailing market rental rate (including periodic adjustments) for comparable and similarly improved office space within Class A office buildings being leased by Landlord in the University Towne Centre submarket of San Diego Building or Project as of the commencement of the extension periodperiod (the “Prevailing Rate”). In the event that the parties are not able to agree on the Prevailing Rate within 120 days prior to the expiration date of the Term, based then either party may elect, by written notice to the other party, to cause said rental, including subsequent adjustments, to be determined by appraisal as follows. Within 10 days following receipt of such appraisal election, the parties shall attempt to agree on an appraiser to determine the Prevailing Rate. If the parties are unable to agree in that time, then each party shall designate an appraiser within 10 days thereafter. Should either party fail to so designate an appraiser within that time, then the appraiser designated by the other party shall determine the Prevailing Rate. Should each of the parties timely designate an appraiser, then the two appraisers so designated shall appoint a reasonable extrapolation third appraiser who shall, acting alone, determine the fair market rental value of the Premises. Any appraiser designated hereunder shall have an M.A.I. certification or equivalent with not less than 5 years’ experience in the valuation of commercial office buildings in Orange County, California. Within 10 days following the selection of the appraiser, Landlord and Tenant shall each submit in writing to the appraiser its determination of the rental rate for the extension period (respectively, the “Landlord’s thenDetermination” and the “Tenant’s Determination”). Should either party fail timely to submit its rental determination, then the determination of the other party shall be conclusive and binding on the parties. The appraiser shall not disclose to either party the rental determination of the other party until the expiration of that 10-current leasing ratesday period or, if sooner, the appraiser’s receipt of both the Landlord’s Determination and the Tenant’s Determination. Within 30 days following the selection of the appraiser and such appraiser’s receipt of the Landlord’s Determination and the Tenant’s Determination, the appraiser shall determine whether the rental rate determined by Landlord or by Tenant more accurately reflects Prevailing Rate for the Premises, as reasonably extrapolated to the commencement of the extension term. Accordingly, either the Landlord’s Determination or the Tenant’s Determination shall be selected by the appraiser as the fair market rental rate for the extension period. In determining such value, the appraiser shall first consider rental comparables for the Building and the Project, provided that if adequate comparables do not exist then the appraiser may consider transactions involving similarly improved space owned by Landlord or its affiliates in the vicinity with appropriate adjustments for differences in location and quality of project. In no event shall the monthly Base Rent payable appraiser attribute factors for brokerage commissions to reduce said fair market rental. At any time before the decision of the appraiser is rendered, either party may, by written notice to the other party, accept the rental terms submitted by the other party, in which event such terms shall be deemed adopted as the agreed fair market rental. The fees of the appraiser(s) shall be shared equally by both parties. Within 20 days after the determination of the Prevailing Rate, Landlord shall prepare a reasonably appropriate amendment to this Lease for the extension period be less than the Base Rent payable during the month immediately preceding the commencement of such extension period. Promptly following receipt of the Commitment Notice, Landlord shall prepare an appropriate amendment to the Lease memorializing the extension of the Term in accordance with the foregoing, and Tenant shall duly execute (or make reasonable comments thereto) and return same to Landlord within 15 10 days. Should the Prevailing Rate not be established by the commencement of the extension period, then Tenant shall continue paying rent at the rate in effect during the last month of the initial Term, and a lump sum adjustment shall be made promptly upon the determination of such new rental. If Tenant fails to timely to do socomply with any of the provisions of this paragraph, then Landlord, at its sole discretion, may either enforce its rights under this Section or, upon written notice to Tenant, elect to cause Tenant▇▇▇▇▇▇’s right to extend the Term may, at Landlord’s election and in addition to any other remedies that may be available to Landlord, be extinguished, in which event this the Lease shall automatically terminate as of the originally scheduled initial expiration date of expiration. Should Landlord elect the latter, then this Lease shall terminate upon the scheduled date of expiration and Tenant’s rights under this paragraph shall be of no further force or effectTerm. Any attempt to assign or transfer any right or interest created by this paragraph Section to other than a Business Transfer an Affiliate shall be void from its inception. Tenant shall have no other right to extend the Term beyond the single 12 36-month extension created by this paragraphSection. Unless agreed to in a writing signed by Landlord and Tenant, any extension of the Term, whether created by an amendment to this Lease or by a holdover of the Premises by Tenant, or otherwise, shall be deemed a part of, and not in addition to, any duly exercised extension period permitted by this paragraph. Tenant’s Right to Extend is subject and subordinate to the expansion rights (whether such rights are designated as a right of first offer, right of first refusal, expansion option or otherwise) of any tenant of the Building existing on the date hereof. Time is specifically made of the essence of in this Section.

Right to Extend. Provided that Tenant is not in monetary Default under any provision of this Lease at the time of exercise of the extension right granted herein, and provided further that Tenant is occupying the entire Premises and has not assigned or sublet any more than 50% of its interest in the this Lease (except in connection with a Business Permitted Transfer of the this Lease to an Affiliate as described in Section 10 of the Lease9.1(e) hereof), Tenant may extend the Term of the this Lease for one period two periods of 12 60 months. Tenant shall exercise its right to extend the Term by and only by delivering to Landlord, not less than 6 9 months nor more than 9 12 months prior to the expiration date of the Term, Tenant’s written notice of its irrevocable commitment to extend (the “Commitment Notice”). Should Tenant fail timely to deliver the Commitment Notice, then this extension right shall thereupon lapse and be of no further force or effect. The Base Basic Rent payable under the Lease during the extension of the Term shall be at the prevailing market rental rate (including periodic adjustments) for comparable and similarly improved office space within Class A office buildings being leased by Landlord in the University Towne Centre submarket of San Diego Building as of the commencement of the extension period, based as evidenced by actual recent lease transactions completed by Landlord in the Project (the “Prevailing Rate”); provided that such Basic Rent shall in no event be less than the Basic Rent payable by Tenant during the final month of the Term. In the event that the parties are not able to agree on the Prevailing Rate within 120 days prior to the expiration date of the Term, then either party may elect, by written notice to the other party, to cause said rental, including subsequent adjustments, to be determined by appraisal as follows. Within 10 days following receipt of such appraisal election, the parties shall attempt to agree on an appraiser to determine the Prevailing Rate. If the parties are unable to agree in that time, then each party shall designate an appraiser within 10 days thereafter. Should either party fail to so designate an appraiser within that time, then the appraiser designated by the other party shall determine the Prevailing Rate. Should each of the parties timely designate an appraiser, then the two appraisers so designated shall appoint a reasonable extrapolation third appraiser who shall, acting alone, determine the fair market rental value of the Premises. Any appraiser designated hereunder shall have an M.A.I. certification or equivalent with not less than 5 years experience in the valuation of commercial office buildings in Orange County, California. Within 10 days following the selection of the appraiser, Landlord and Tenant shall each submit in writing to the appraiser its determination of the rental rate for the extension period (respectively, the “Landlord’s then-current leasing ratesDetermination” and the “Tenant’s Determination”). Should either party fail timely to submit its rental determination, then the determination of the other party shall be conclusive and binding on the parties. The appraiser shall not disclose to either party the rental determination of the other party until the expiration of that 10 day period or, if sooner, the appraiser’s receipt of both the Landlord’s Determination and the Tenant’s Determination. Within 30 days following the selection of the appraiser and such appraiser’s receipt of the Landlord’s Determination and the Tenant’s Determination, the appraiser shall determine whether the rental rate determined by Landlord or by Tenant more accurately reflects Prevailing Rate for the Premises, as reasonably extrapolated to the commencement of the extension term. Accordingly, either the Landlord’s Determination or the Tenant’s Determination shall be selected by the appraiser as the fair market rental rate for the extension period. In determining such value, the appraiser shall first consider rental comparables for the Building and the Project, provided that if adequate comparables do not exist then the appraiser may consider transactions involving similarly improved space owned by Landlord or its affiliates in the vicinity with appropriate adjustments for differences in location and quality of project. In no event shall the monthly Base Rent payable appraiser attribute factors for market tenant improvement allowances or brokerage commissions to reduce said fair market rental. At any time before the decision of the appraiser is rendered, either party may, by written notice to the other party, accept the rental terms submitted by the other party, in which event such terms shall be deemed adopted as the agreed fair market rental. The fees of the appraiser(s) shall be borne entirely by the party whose determination of the fair market rental rate was not accepted by the appraiser. Within 20 days after the determination of the fair market rental, Landlord shall prepare a reasonably appropriate amendment to this Lease for the extension period be less than the Base Rent payable during the month immediately preceding the commencement of such extension period. Promptly following receipt of the Commitment Notice, Landlord shall prepare an appropriate amendment to the Lease memorializing the extension of the Term in accordance with the foregoing, and Tenant shall duly execute and return same to Landlord within 15 10 days. Should the fair market rental not be established by the commencement of the extension period, then Tenant shall continue paying rent at the rate in effect during the last month of the initial Term, and a lump sum adjustment shall be made promptly upon the determination of such new rental. If Tenant fails to timely to do socomply with any of the provisions of this paragraph, then Landlord, at its sole discretion, may either enforce its rights under this Section or, upon written notice to Tenant, elect to cause Tenant’s right to extend the Term may, at Landlord’s election and in addition to any other remedies that may be available to Landlord, be extinguished, in which event this the Lease shall automatically terminate as of the originally scheduled initial expiration date of expiration. Should Landlord elect the latter, then this Lease shall terminate upon the scheduled date of expiration and Tenant’s rights under this paragraph shall be of no further force or effectTerm. Any attempt to assign or transfer any right or interest created by this paragraph to other than an assignee following a Business Permitted Transfer shall be void from its inception. Unless agreed to in a writing signed by Landlord and Tenant, Tenant shall have no other right to extend the Term beyond the single 12 two 60 month extension extensions created by this paragraph. Unless agreed to in a writing signed by Landlord and Tenant, any extension of the Term, whether created by an amendment to this Lease or by a holdover of the Premises by Tenant, or otherwise, shall be deemed a part of, and not in addition to, any duly exercised extension period permitted by this paragraph. Tenant’s Right to Extend is subject and subordinate to the expansion rights (whether such rights are designated as a right of first offer, right of first refusal, expansion option or otherwise) of any tenant of the Building existing on the date hereof. Time is specifically made of the essence of in this Section.

Right to Extend. Provided (i) that Tenant has validly extended its lease pursuant to Section 3.5 of that certain lease dated November 30, 2011 between 4350 La Jolla Village LLC and Tenant, as amended, with respect to certain premises located at ▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇ and Section 3.5 of that certain undated lease, as amended, between Irvine Eastgate Office I LLC and Tenant with respect to certain premises located at ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇, (ii) is not in Default monetary default beyond any applicable notice (actually provided and properly received by Tenant) and cure period under any provision of this Lease at the time of exercise of the extension right granted herein, and provided further (iii) that Tenant is occupying the entire Premises and has not assigned or sublet any is then subletting more than thirty (30%) of its interest in the Lease Premises (except in connection with a Business Transfer an assignment of the this Lease to an a Tenant Affiliate as described in Section 10 of the Lease9.1(f) hereof), Tenant may extend the Term of the this Lease for one period two (2) consecutive periods of 12 monthssixty (60) months each. Tenant shall exercise its right to extend the Term by and only by delivering to Landlord, not less than 6 twelve (12) months nor more than 9 fifteen (15) months prior to the expiration date of the then applicable Term, Tenant’s written notice of its irrevocable commitment intent to extend (the “Commitment Exercise Notice”). Should Tenant fail timely to deliver the Commitment Exercise Notice, then this extension right (and any future extension right granted herein) shall thereupon lapse and be of no further force or effect. The Base Basic Rent payable under the Lease during the extension of the Term shall be at the prevailing fair market rental rate (the “Prevailing Rate”), including periodic adjustments) , for comparable space with similar floor location and comparable views and similarly improved office space being leased within Class A office buildings in the University Towne Centre UTC submarket of San Diego “Comparable Buildings” (as defined below). Within fifteen (15) days following Tenant’s delivery of the commencement of the extension periodapplicable Exercise Notice, based on a reasonable extrapolation Landlord shall notify Tenant in writing (“Landlord’s Notice”) of Landlord’s then-calculation of the Prevailing Rate for the current leasing ratesextension period. Within ten (10) business days following delivery of Landlord’s Notice, Tenant may, by written notice to Landlord (“Tenant’s Notice”) elect either to (a) rescind the Exercise Notice in which event this extension right shall permanently lapse, (b) accept Landlord’s determination of the Prevailing Rate, or (c) require that the rental rate for the Premises for the extension term be determined by appraisal. In no the event shall that Tenant’s Notice provides either that Tenant accepts Landlord’s calculation of the monthly Base Rent payable Prevailing Rate or that the rental rate for the extension period be less than determined by appraisal, Tenant shall be deemed to have irrevocably elected to extend the Base Rent payable during term of this Lease pursuant to this extension right. Should Tenant fail to timely deliver the month immediately preceding Tenant’s Notice, then Landlord shall provide an additional notice to Tenant indicating that Landlord has not received a response to Landlord’s Notice and that if a response is not received from Tenant within fifteen (15) days from the commencement date of such extension periodLandlord’s additional notice, then Landlord’s determination of the Prevailing Rate shall be conclusive and Tenant’s Exercise Notice shall be irrevocable. Promptly Within twenty (20) days following receipt of such appraisal election, the Commitment Notice, Landlord parties shall prepare attempt to agree on an appropriate amendment appraiser to determine the Lease memorializing the extension of the Term in accordance with the foregoing, and Tenant shall duly execute and return same to Landlord within 15 daysfair market rental. If Tenant fails timely the parties are unable to do soagree in that time, then Landlord, at its sole discretion, may either enforce its rights under this Section or, upon written notice to Tenant, elect to cause Tenant’s right to extend to be extinguished, in which event this Lease each party shall terminate as of the originally scheduled date of expirationdesignate an appraiser within twenty (20) days thereafter. Should Landlord elect the lattereither party fail to so designate an appraiser within that time, then this Lease the appraiser designated by the other party shall terminate upon the scheduled date of expiration and Tenant’s rights under this paragraph shall be of no further force or effect. Any attempt to assign or transfer any right or interest created by this paragraph to other than a Business Transfer shall be void from its inception. Tenant shall have no other right to extend the Term beyond the single 12 month extension created by this paragraph. Unless agreed to in a writing signed by Landlord and Tenant, any extension of the Term, whether created by an amendment to this Lease or by a holdover of the Premises by Tenant, or otherwise, shall be deemed a part of, and not in addition to, any duly exercised extension period permitted by this paragraph. Tenant’s Right to Extend is subject and subordinate to the expansion rights (whether such rights are designated as a right of first offer, right of first refusal, expansion option or otherwise) of any tenant of the Building existing on the date hereof. Time is specifically made of the essence of this Section.determine IOPLEGAL-10-26611 5/11/2018-248639-4.2 6

Right to Extend. Provided that Tenant is not in Default under any provision of this Lease at the time of exercise of the extension right granted herein, and provided further that Tenant is occupying the entire Premises and has not assigned or sublet any of its interest in the this Lease (except in connection with a Business Permitted Transfer of the this Lease to an Affiliate as described in Section 10 of the Lease9.1(e) hereof), Tenant may extend the Term of the this Lease for one period of 12 60 months. Tenant shall exercise its right to extend the Term by and only by delivering to Landlord, not less than 6 9 months nor more than 9 12 months prior to the expiration date of the Term, Tenant’s written notice of its irrevocable commitment to extend (the “Commitment Notice”). Should Tenant fail timely to deliver the Commitment Notice, then this extension right shall thereupon lapse and be of no further force or effect. The Base Basic Rent payable under the Lease during the extension of the Term shall be at the prevailing market rental rate (including periodic adjustments) for comparable and similarly improved office space within Class A office buildings being leased in the University Towne Town Centre submarket of San Diego for Class A high-rise office buildings as of the commencement of the extension periodperiod (the “Prevailing Rate”). In the event that the parties are not able to agree on the Prevailing Rate within 120 days prior to the expiration date of the Term, based then either party may elect, by written notice to the other party, to cause said rental, including subsequent adjustments, to be determined by appraisal as follows. Within 10 days following receipt of such appraisal election, the parties shall attempt to agree on an appraiser to determine the Prevailing Rate. If the parties are unable to agree in that time, then each party shall designate an appraiser within 10 days thereafter. Should either party fail to so designate an appraiser within that time, then the appraiser designated by the other party shall determine the Prevailing Rate. Should each of the parties timely designate an appraiser, than the two appraisers so designated shall appoint a reasonable extrapolation third appraiser who shall, acting alone, determine the fair market rental value of the Premises. Any appraiser designated hereunder shall have an M.A.I. certification or equivalent with not less than 5 years experience in the valuation of commercial office buildings in San Diego County, California. Within 10 days following the selection of the appraiser, Landlord and Tenant shall each submit in writing to the appraiser its determination of the rental rate for the extension period (respectively, the “Landlord’s then-current leasing ratesDetermination” and the “Tenant’s Determination”). Should either party fail timely to submit its rental determination, then the determination of the other party shall be conclusive and binding on the parties. The appraiser shall not disclose to either party the rental determination of the other party until the expiration of that 10 day period or, if sooner, the appraiser’s receipt of both the Landlord’s Determination and the Tenant’s Determination. Within 30 days following the selection of the appraiser and such appraiser’s receipt of the Landlord’s Determination and the Tenant’s Determination, the appraiser shall determine whether the rental rate determined by Landlord or by Tenant more accurately reflects Prevailing Rate for the Premises, as reasonably extrapolated to the commencement of the extension term. Accordingly, either the Landlord’s Determination or the Tenant’s Determination shall be selected by the appraiser as the fair market rental rate for the extension period. In determining such value, the appraiser shall first consider rental comparables for the Building and the Project, provided that if adequate comparables do not exist then the appraiser may consider transactions involving similarly improved space owned by Landlord or its affiliates in the vicinity with appropriate adjustments for differences in location and quality of project. In no event shall the monthly Base Rent payable appraiser attribute factors for market tenant improvement allowances or brokerage commissions to reduce said fair market rental. At any time before the decision of the appraiser is rendered, either party may, by written notice to the other party, accept the rental terms submitted by the other party, in which event such terms shall be deemed adopted as the agreed fair market rental. The fees of the appraiser(s) shall be shared equally by both parties. Within 20 days after the determination of the Prevailing Rate, Landlord shall prepare a reasonably appropriate amendment to this Lease for the extension period be less than the Base Rent payable during the month immediately preceding the commencement of such extension period. Promptly following receipt of the Commitment Notice, Landlord shall prepare an appropriate amendment to the Lease memorializing the extension of the Term in accordance with the foregoing, and Tenant shall duly execute and return same to Landlord within 15 10 days. Should the Prevailing Rate not be established by the commencement of the extension period, then Tenant shall continue paying rent at the rate in effect during the last month of the initial Term, and a lump sum adjustment shall be made promptly upon the determination of such new rental. If Tenant fails to timely to do socomply with any of the provisions of this paragraph, then Landlord, at its sole discretion, may either enforce its rights under this Section or, upon written notice to Tenant, elect to cause Tenant’s right to extend the Term may, at Landlord’s election and in addition to any other remedies that may be available to Landlord, be extinguished, in which event this the Lease shall automatically terminate as of the originally scheduled initial expiration date of expiration. Should Landlord elect the latter, then this Lease shall terminate upon the scheduled date of expiration and Tenant’s rights under this paragraph shall be of no further force or effectTerm. Any attempt to assign or transfer any right or interest created by this paragraph Section to other than a Business Transfer an Affiliate shall be void from its inception. Tenant shall have no other right to extend the Term beyond the single 12 60 month extension created by this paragraphSection. Unless agreed to in a writing signed by Landlord and Tenant, any extension of the Term, whether created by an amendment to this Lease or by a holdover of the Premises by Tenant, or otherwise, shall be deemed a part of, and not in addition to, any duly exercised extension period permitted by this paragraph. Tenant’s Right to Extend is subject and subordinate to the expansion rights (whether such rights are designated as a right of first offer, right of first refusal, expansion option or otherwise) of any tenant of the Building existing on the date hereof. Time is specifically made of the essence of in this Section. IRREVOCABLE STANDBY LETTER OF CREDIT NUMBER _____________ ISSUE DATE: ______________ ISSUING BANK: SILICON VALLEY BANK 3003 TASMAN DRIVE 2ND FLOOR, MAIL SORT HF210 ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ BENEFICIARY: ▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ LLC ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ATTN: SENIOR VICE PRESIDENT, OPERATIONS, OFFICE PROPERTIES APPLICANT: TRACON PHARMACEUTICALS, INC. ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇▇ AMOUNT: US$175,000.00 (ONE HUNDRED SEVENTY FIVE THOUSAND AND NO/100 U.S. DOLLARS) EXPIRATION DATE: _____________ (ONE YEAR FROM LC ISSUANCE WITH YEARLY AUTO- EXTENSION AS SET FORTH BELOW) LOCATION: SANTA CLARA, CALIFORNIA DEAR SIR/MADAM: WE HEREBY ESTABLISH OUR IRREVOCABLE STANDBY LETTER OF CREDIT NO. SVBSF______ IN FAVOR OF 4350 LA JOLLA VILLAGE LLC FOR ACCOUNT OF TRACON PHARMACEUTICALS, INC. AVAILABLE BY YOUR DRAFTS DRAWN ON US AT SIGHT IN THE FORM OF EXHIBIT “A” ATTACHED AND ACCOMPANIED BY THE FOLLOWING DOCUMENTS: 1. THE ORIGINAL OF THIS LETTER OF CREDIT AND ALL AMENDMENT(S), IF ANY. 2. BENEFICIARY’S DATED AND SIGNED STATEMENT, STATING AS FOLLOWS: “THE “LANDLORD” UNDER THE LEASE PURSUANT TO WHICH THIS LETTER OF CREDIT WAS ISSUED IS AUTHORIZED TO DRAW UPON THIS LETTER OF CREDIT IN THE AMOUNT OF THE ACCOMPANYING DRAFT ACCORDING TO THE TERMS OF ITS LEASE AGREEMENT WITH THE ACCOUNT PARTY AS “TENANT”.” PARTIAL DRAWS AND MULTIPLE PRESENTATIONS ARE ALLOWED. THIS ORIGINAL LETTER OF CREDIT MUST ACCOMPANY ANY DRAWINGS HEREUNDER FOR ENDORSEMENT OF THE DRAWING AMOUNT AND WILL BE RETURNED TO THE BENEFICIARY UNLESS IT IS FULLY UTILIZED. THIS LETTER OF CREDIT SHALL BE AUTOMATICALLY EXTENDED FOR AN ADDITIONAL PERIOD OF ONE YEAR, WITHOUT AMENDMENT, FROM THE PRESENT OR EACH FUTURE EXPIRATION DATE UNLESS AT LEAST 30 DAYS PRIOR TO THE THEN CURRENT EXPIRATION DATE WE SEND YOU A NOTICE BY REGISTERED MAIL OR OVERNIGHT COURIER SERVICE AT THE ABOVE ADDRESS (OR ANY OTHER ADDRESS INDICATED BY YOU, IN A WRITTEN NOTICE TO US THE RECIEPT OF WHICH WE HAVE ACKNOWLEDGED, AS THE ADDRESS TO WHICH WE SHOULD SEND SUCH NOTICE)THAT THIS LETTER OF CREDIT WILL NOT BE EXTENDED BEYOND THE CURRENT EXPIRATION DATE. IN NO EVENT SHALL THIS LETTER OF CREDIT BE AUTOMATICALLY EXTENDED BEYOND _______________ [INSERT FINAL EXPIRY DATE] WHICH IS THE FINAL EXPIRATION DATE OF THIS LETTER OF CREDIT. OF CREDIT APPLICATION, BETWEEN APPLICANT AND SILICON VALLEY BANK, THE DETAILS HEREOF SHALL PREVAIL. ________________________________________ ________________ APPLICANT’S SIGNATURE(S) DATE IN THE EVENT OF SUCH NOTICE OF NON-EXTENSION, YOU MAY DRAW HEREUNDER WITH A DRAFT STATED ABOVE AND ACCOMPANIED BY THIS ORIGINAL LETTER OF CREDIT AND AMENDMENT(S), IF ANY, ALONG WITH YOUR SIGNED STATEMENT STATING THAT YOU HAVE ALL THE DETAILS SET FORTH HEREIN IN THIS LETTER OF CREDIT DRAFT ARE APPROVED BY APPLICANT. IF THERE IS ANY DISCREPANCY BETWEEN THE DETAILS OF THIS LETTER OF CREDIT DRAFT AND THE LETTER RECEIVED A NON-EXTENSION NOTICE FROM SILICON VALLEY BANK AND YOU HAVE NOT RECEIVED A REPLACEMENT LETTER OF CREDIT ACCEPTABLE TO YOU. THIS LETTER OF CREDIT IS TRANSFERABLE ONE OR MORE TIMES, BUT IN EACH INSTANCE ONLY TO A SINGLE BENEFICIARY AS TRANSFEREE AND ONLY UP TO THE THEN AVAILABLE AMOUNT, ASSUMING SUCH TRANSFER TO SUCH TRANSFEREE WOULD BE IN COMPLIANCE WITH THEN APPLICABLE LAW AND REGULATION, INCLUDING BUT NOT LIMITED TO THE REGULATIONS OF THE U. S. DEPARTMENT OF TREASURY AND U. S. DEPARTMENT OF COMMERCE. AT THE TIME OF TRANSFER, THE ORIGINAL LETTER OF CREDIT AND ORIGINAL AMENDMENT(S), IF ANY, MUST BE SURRENDERED TO US AT OUR ADDRESS INDICATED IN THIS LETTER OF CREDIT TOGETHER WITH OUR TRANSFER FORM ATTACHED HERETO AS EXHIBIT “B” DULY EXECUTED. THE CORRECTNESS OF THE SIGNATURE AND TITLE OF THE PERSON SIGNING THE TRANSFER FORM MUST BE VERIFIED BY BENEFICIARY’S BANK. BENEFICIARY SHALL PAY OUR TRANSFER FEE OF ¼ OF 1% OF THE TRANSFER AMOUNT (MINIMUM US$250.00) UNDER THIS LETTER OF CREDIT. EACH TRANSFER SHALL BE EVIDENCED BY OUR ENDORSEMENT ON THE REVERSE OF THE LETTER OF CREDIT AND WE SHALL FORWARD THE ORIGINAL OF THE LETTER OF CREDIT SO ENDORSED TO THE TRANSFEREE. DRAFT(S) AND DOCUMENTS MUST INDICATE THE NUMBER AND DATE OF THIS LETTER OF CREDIT. ALL DEMANDS FOR PAYMENT SHALL BE MADE EITHER IN PERSON OR BY OVERNIGHT COURIER BY PRESENTATION OF THE ORIGINAL APPROPRIATE DOCUMENTS DURING REGULAR BUSINESS HOURS ON A BUSINESS DAY AT OUR OFFICE (THE “BANK’S OFFICE”) AT: SILICON VALLEY BANK, 3003 TASMAN DRIVE, MAIL SORT HF210, ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ATTENTION: GLOBAL FINANCIAL SERVICES - STANDBY LETTER OF CREDIT DEPARTMENT. WE HEREBY AGREE WITH THE BENEFICIARY THAT THE DRAFTS DRAWN UNDER AND IN ACCORDANCE WITH THE TERMS AND CONDITIONS OF THIS LETTER OF CREDIT SHALL BE DULY HONORED UPON PRESENTATION TO US ON OR BEFORE THE EXPIRATION DATE OF THIS LETTER OF CREDIT. IF ANY INSTRUCTIONS ACCOMPANYING A DRAWING UNDER THIS LETTER OF CREDIT REQUEST THAT PAYMENT IS TO BE MADE BY TRANSFER TO YOUR ACCOUNT WITH ANOTHER BANK, WE WILL ONLY EFFECT SUCH PAYMENT BY FED WIRE TO A U.S. REGULATED BANK, AND WE AND/OR SUCH OTHER BANK MAY RELY ON AN ACCOUNT NUMBER SPECIFIED IN SUCH INSTRUCTIONS EVEN IF THE NUMBER IDENTIFIES A PERSON OR ENTITY DIFFERENT FROM THE INTENDED PAYEE. THIS LETTER OF CREDIT IS SUBJECT TO THE INTERNATIONAL STANDBY PRACTICES (ISP98), INTERNATIONAL CHAMBER OF COMMERCE, PUBLICATION NO. 590. (BANK USE ONLY) (BANK USE ONLY) ___________________________ ___________________________ AUTHORIZED SIGNATURE AUTHORIZED SIGNATURE OF CREDIT APPLICATION, BETWEEN APPLICANT AND SILICON VALLEY BANK, THE DETAILS HEREOF SHALL PREVAIL. ________________________________________ ________________ APPLICANT’S SIGNATURE(S) DATE DATE: _______________ REF. NO. ___________________ AT SIGHT OF THIS DRAFT PAY TO THE ORDER OF US$_________________ USDOLLARS _____________________________________________________________________ _________________________________________________________________________________ DRAWN UNDER SILICON VALLEY BANK, SANTA CLARA, CALIFORNIA, STANDBY LETTER OF CREDIT NUMBER NO. _______________________ DATED ___________________ TO: SILICON VALLEY BANK ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ _______________________________ ▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇ (BENEFICIARY'S NAME) ALL THE DETAILS SET FORTH HEREIN IN THIS LETTER OF CREDIT DRAFT ARE APPROVED BY APPLICANT. IF

Right to Extend. Provided that Tenant is not in Default under any provision of this Lease at the time of exercise of the extension right granted herein, and provided further that Tenant is occupying the entire Premises and has not assigned or sublet any of its interest in the this Lease (except in connection with a Business Permitted Transfer of the this Lease to an Affiliate as described in Section 10 of the Lease9.2 hereof), Tenant may extend the Term of the this Lease for one period of 12 60 months. Tenant shall exercise its right to extend the Term by and only by delivering to Landlord, not less than 6 9 months nor more than 9 12 months prior to the expiration date of the Term, Tenant’s written notice of its irrevocable commitment to extend (the “Commitment Notice”). Should Tenant fail timely to deliver the Commitment Notice, then this extension right shall thereupon lapse and be of no further force or effect. The Base Basic Rent payable under the Lease during the extension of the Term shall be at the prevailing market rental rate (including periodic adjustments) for comparable and similarly improved office space within Class A office buildings space in the University Towne Centre submarket of San Diego as of the commencement of the extension period, as determined by Landlord, based on a reasonable extrapolation of Landlord’s then-current leasing rates. In no event shall the monthly Base Basic Rent payable for the extension period be less than the Base Basic Rent payable during the month immediately preceding the commencement of such extension period. Promptly following receipt of the Commitment Notice, Landlord shall prepare an appropriate amendment to the Lease memorializing the extension of the Term in accordance with the foregoing, and Tenant shall duly execute and return same to Landlord within 15 days. If Tenant fails timely to do so, then Landlord, at its sole discretion, may either enforce its rights under this Section or, upon written notice to Tenant, elect to cause Tenant’s right to extend to be extinguished, in which event this Lease shall terminate as of the originally scheduled date of expiration. Should Landlord elect the latter, then this Lease shall terminate upon the scheduled date of expiration and Tenant’s rights under this paragraph shall be of no further force or effect. Any attempt to assign or transfer any right or interest created by this paragraph to other than a Business Transfer an Affiliate shall be void from its inception. Tenant shall have no other right to extend the Term beyond the single 12 60 month extension created by this paragraph. Unless agreed to in a writing signed by Landlord and Tenant, any extension of the Term, whether created by an amendment to this Lease or by a holdover of the Premises by Tenant, or otherwise, shall be deemed a part of, and not in addition to, any duly exercised extension period permitted by this paragraphSection. Tenant’s Right to Extend is subject and subordinate to the expansion rights (whether such rights are designated as a right of first offer, right of first refusal, expansion option or otherwise) of any tenant of the Building existing on the date hereof. Time is specifically made of the essence of this Section.

Right to Extend. Provided that Tenant is not in no Default has occurred under any provision of this Lease Lease, either at the time of exercise of the extension right granted hereinherein or at the time of the commencement of such extension, and provided further that Tenant is occupying the entire Premises and has not assigned or sublet any of its interest in the Lease (except in connection with a Business Transfer of the Lease to an Affiliate as described in Section 10 of the this Lease), then Tenant may extend the Term of the this Lease for one (1) extension period of 12 60 months. Tenant shall exercise its right to extend the Term by and only by delivering to Landlord, not less than 6 12 months nor or more than 9 15 months prior to the expiration date Expiration Date of the Term, Tenant’s 's irrevocable written notice of its irrevocable commitment to extend (the “Commitment Notice”). Should Tenant fail timely to deliver the Commitment Notice, then this extension right shall thereupon lapse and be of no further force or effect. The Base Basic Rent payable under the Lease during the any extension of the Term shall be at determined as provided in the following provisions. If Landlord and Tenant have not by then been able to agree upon the Basic Rent for the extension of the Term, then not less than 90 days or more than 120 days prior to the Expiration Date of the Term, Landlord shall notify Tenant in writing of the Basic Rent that would reflect the prevailing market rental rate (including periodic adjustments) for a 60-month renewal of comparable and similarly improved office space within Class A office buildings in the University Towne Centre submarket of San Diego Project (together with any increases thereof during the extension period) as of the commencement of the extension period (“Landlord's Determination”). Should Tenant disagree with the Landlord's Determination, then Tenant shall, not later than 20 days thereafter, notify Landlord in writing of Tenant's determination of those rental terms (“Tenant's Determination”). Within 10 business days following delivery of the Tenant's Determination, the parties shall attempt to agree on an appraiser to determine the fair market rental. If the parties are unable to agree in that time, then each party shall designate an appraiser within 10 business days thereafter. Should either party fail to so designate an appraiser within that time, then the appraiser designated by the other party shall determine the fair market rental. Should each of the parties timely designate an appraiser, then the two appraisers so designated shall appoint a third appraiser who shall, acting alone, determine the fair market rental for the Premises. Any appraiser designated hereunder shall have an MAI certification with not less than 5 years’ experience in the valuation of commercial industrial buildings in the vicinity of the Project. Within 30 days following the selection of the appraiser and such appraiser's receipt of the Landlord's Determination and the Tenant's Determination, the appraiser shall determine whether the rental rate determined by Landlord or by Tenant more accurately reflects the fair market rental rate for the 60-month renewal of the Lease for the Premises, as reasonably extrapolated to the commencement of the extension period. Accordingly, based on a reasonable extrapolation of either the Landlord’s then-current leasing rates. In no event 's Determination or the Tenant's Determination shall be selected by the monthly Base Rent payable appraiser as the fair market rental rate for the extension period be less than the Base Rent payable during the month immediately preceding the commencement of such extension period. Promptly following receipt In making such determination, the appraiser shall consider rental comparables for the Project (provided that if there are an insufficient number of comparables within the Project, the appraiser shall consider rental comparables for similarly improved space owned by Landlord in Irvine Spectrum within a 2-mile radius of the Commitment NoticeProject with appropriate adjustment for location and quality of project), but the appraiser shall not attribute any factor for brokerage commissions in making its determination of the fair market rental rate. At any time before the decision of the appraiser is rendered, either party may, by written notice to the other party, accept the rental terms submitted by the other party, in which event such terms shall be deemed adopted as the agreed fair market rental. The fees of the appraiser(s) shall be borne entirely by the party whose determination of the fair market rental rate was not accepted by the appraiser. Within 20 days after the determination of the fair market rental, Landlord shall prepare an appropriate amendment to the this Lease memorializing for the extension of the Term in accordance with the foregoingperiod, and Tenant shall duly execute and return same to Landlord within 15 days10 business days after Tenant’s receipt of same. Should the fair market rental not be established by the commencement of the extension period, then Tenant shall continue paying rent at the rate in effect during the last month of the initial Term, and a lump sum adjustment shall be made promptly upon the determination of such new rental. If Tenant fails to timely to do soexercise the extension right granted herein within the time period expressly set forth for exercise by Tenant in the initial paragraph of this Section, then Landlord, at its sole discretion, may either enforce its rights under this Section or, upon written notice to Tenant, elect to cause Tenant’s 's right to extend to the Term shall be extinguished, in which event this extinguished and the Lease shall automatically terminate as of the originally scheduled expiration date of expirationthe Term, without any extension and without any liability to Landlord. Should Landlord elect the latter, then this Lease shall terminate upon the scheduled date of expiration and Tenant’s rights under this paragraph Section shall be of no further force or effect. Any attempt belong solely to assign Lantronix, Inc., a Delaware corporation, and any Affiliate, and any other attempted assignment or transfer any right or interest created by this paragraph to other than a Business Transfer of such rights shall be void from its inceptionand of no force and effect. Tenant shall have no other right to extend the Term beyond the single 12 60-month extension period created by this paragraphSection. Unless agreed to in a writing signed by Landlord and Tenant, any extension of the Term, whether created by an amendment to this Lease or by a holdover of the Premises by Tenant, or otherwise, shall be deemed a part of, and not in addition to, any duly exercised extension period permitted by this paragraph. Tenant’s Right to Extend is subject and subordinate to the expansion rights (whether such rights are designated as a right of first offer, right of first refusal, expansion option or otherwise) of any tenant of the Building existing on the date hereof. Time is specifically made of the essence of this Section.

Right to Extend. Provided that Tenant is not in Default under any provision All of this Lease at the time of exercise of the extension right granted herein, and provided further that Tenant is occupying the entire Premises and has not assigned or sublet any of its interest in the Lease (except in connection with a Business Transfer of the Lease Tenant’s options to an Affiliate as described in Section 10 of the Lease), Tenant may extend the Term of the Lease for one period set forth in the Lease are hereby deleted and shall be of 12 months. no further force and effect, including, without limitation, the rights set forth in Section 9 of the Third Amendment, Section 1 of the Second Amendment and the rights set forth in Section 25 of the Original Lease and, in lieu thereof, Tenant shall exercise its right have the extension options hereinafter provided. (a) Provided that this Lease is then in full force and effect, that Tenant is not then in default under the Lease, and that Tenant is then occupying all of the Premises having been leased to Tenant in the Building, Landlord hereby grants to Tenant an option to extend the Term by term of the Lease, on the same terms and only by delivering conditions set forth in the Lease, for one (1) additional five (5) year term (the “Option Period”). Tenant’s right to exercise an option to extend shall be conditioned upon Landlord’s receipt, not less no later than 6 months nor more than 9 nine (9) months prior to the then current expiration date of the Term of Tenant’s then current certified financial statements showing a creditworthiness at least equal to the creditworthiness demonstrated to Landlord by Tenant prior to execution of the Amendment. The Option Period shall be exercised, if at all, by written notice (the “Option Notice”) to Landlord given not later than nine (9) months prior to the then current expiration date of the Term, time being of the essence. Once the Option Notice is given, Tenant’s written notice exercise of its irrevocable commitment to extend (the “Commitment Notice”). Should Tenant fail timely to deliver the Commitment Notice, then this extension right shall thereupon lapse and be of no further force or effect. The Base Rent payable under the Lease during the extension of the Term such option shall be at the prevailing market rental rate (including periodic adjustments) for comparable and similarly improved office space within Class A office buildings in the University Towne Centre submarket of San Diego as of the commencement of the extension period, based on a reasonable extrapolation of Landlord’s then-current leasing rates. In no event shall the monthly Base Rent payable for the extension period be less than the Base Rent payable during the month immediately preceding the commencement of such extension period. Promptly following receipt of the Commitment Notice, Landlord shall prepare an appropriate amendment to the Lease memorializing the extension of the Term in accordance with the foregoing, and Tenant shall duly execute and return same to Landlord within 15 daysirrevocable. If Tenant fails timely to do sothe Option Period hereby granted is not so exercised, then Landlord, at its sole discretion, may either enforce its rights under this Section or, upon written notice to Tenant, elect to cause Tenant’s right to extend to be extinguished, in which event this Lease shall terminate as of the originally scheduled date of expiration. Should Landlord elect the latter, then this Lease shall terminate upon the scheduled date of expiration and Tenant’s rights under this paragraph shall be of no further force or effect. Any attempt to assign or transfer any right or interest created by this paragraph to other than a Business Transfer shall be void from its inception. Tenant shall have no other further right to extend the Term beyond of this Lease. The Base Rent during the single 12 month extension created by this paragraph. Unless agreed to Option Period shall be the greater of (i) the Base Rent in a writing signed by Landlord and Tenant, any extension effect as of the then current expiration date of the Term, whether created and (ii) the annual rate of Base Rent determined by an amendment Landlord in good faith to this Lease or by a holdover be the Market Rate of Base Rent (as hereinafter defined). Landlord’s good faith determination of the Premises by Tenant, or otherwise, Base Rent for the Option Period shall be deemed a part of, and not conclusive. Tenant may request in addition to, any duly exercised extension period permitted by this paragraphwriting that Landlord provide written notice to Tenant of Landlord’s determination of Base Rent for the Option Period. Landlord shall provide Tenant with Landlord’s determination of Base Rent for the Option Period within thirty (30) days after receipt of Tenant’s Right written request therefore, but in no event shall Landlord be required to Extend is subject and subordinate provide such determination earlier than ten (10) months prior to the expansion rights (whether such rights are designated then current expiration date of the Term. Landlord shall have no obligation to make improvements, decorations, repairs, alterations or additions to the Premises as a right of first offer, right of first refusal, expansion option or otherwise) of any tenant of condition to Tenant’s obligation to pay rent for the Building existing on the date hereof. Time is specifically made of the essence of this SectionOption Period.

Right to Extend. Provided that Tenant is not in Default default under any --------------- provision of this Lease the Lease, either at the time of exercise of the extension right granted hereinherein or at the time of the commencement of such extension, and provided further that Tenant is occupying the entire Premises and has not assigned or sublet any of its interest in the Lease (except in connection with a Business Transfer of the Lease to an Affiliate as described in Section 10 of the Lease), Tenant may extend the Term of the Lease for one (1) period of 12 sixty (60) months. Tenant shall exercise its right to extend the Term by and only by (i) delivering to Landlord, not less than 6 months nor one hundred eighty (180) days or more than 9 months two hundred forty (240) days prior to the expiration date of the Term, Tenant’s 's written notice of its irrevocable commitment to extend (the “"Commitment Notice”). Should Tenant fail timely ") and (ii) returning to deliver Landlord, within fifteen (15) days after receipt, an executed amendment to this Lease (to be prepared by Landlord upon receipt of the Commitment Notice, then this ) setting forth the Basic Rent and other charges payable during the extension right shall thereupon lapse and be of no further force or effectterm. The Base Basic Rent payable under the Lease during the any extension of the Term shall be at the prevailing market rental rate (including periodic adjustments) Landlord is then receiving for recent leases of comparable and similarly improved office space within Class A office buildings in the University Towne Centre submarket of San Diego as Project on the date of the commencement of the extension periodCommitment Notice, based on a reasonable extrapolation of as reasonably determined by Landlord’s then-current leasing rates. In no event shall the monthly Base Basic Rent payable for at the commencement of any extension period be less than the Base Basic Rent payable during the month immediately preceding the commencement of such extension period. Promptly following receipt of the Commitment Notice, Landlord shall prepare an appropriate amendment to the Lease memorializing the extension of the Term in accordance with the foregoing, and Tenant shall duly execute and return same to Landlord within 15 days. If Tenant fails to timely to do socomply with any of the provisions of this paragraph, then Landlord, at its sole discretion, may either enforce its rights under this Section or, upon written notice to Tenant, elect to cause Tenant’s 's right to extend to the Term shall be extinguished, in which event this extinguished and the Lease shall automatically terminate as of the originally scheduled expiration date of expiration. Should Landlord elect the latterTerm, then this Lease shall terminate upon the scheduled date of expiration without any extension and Tenant’s rights under this paragraph shall be of no further force or effectwithout any liability to Landlord. Any attempt to assign or transfer any right or interest created by this paragraph to other than a Business Transfer shall be void from its inception. Tenant shall have no other right to extend the Term beyond the single 12 sixty (60) month extension created by this paragraph. Unless agreed to in a writing signed by Landlord and Tenant, any extension of the Term, whether created by an amendment to this the Lease or by a holdover of the Premises by Tenant, or otherwise, shall be deemed a part of, and not in addition to, any duly exercised extension period permitted by this paragraph. Tenant’s Right to Extend is subject and subordinate to the expansion rights (whether such rights are designated as a right of first offer, right of first refusal, expansion option or otherwise) of any tenant of the Building existing on the date hereof. Time is specifically made of the essence of this Section.

Right to Extend. Provided that Tenant is not in Default under any provision of this Lease at the time of exercise of the extension right granted herein, and provided further that Tenant is occupying the entire Premises and has not assigned or sublet any of its interest in the this Lease (except in connection with a Business Permitted Transfer of the this Lease to an Affiliate as described in Section 10 of the Lease9.2 hereof), Tenant may extend the Term of the this Lease for one period of 12 60 months. Tenant shall exercise its right to extend the Term by and only by delivering to Landlord, not less than 6 9 months nor more than 9 12 months prior to the expiration date of the Term, Tenant’s written notice of its irrevocable commitment to extend (the “Commitment Notice”). Should Tenant fail timely to deliver the Commitment Notice, then this extension right shall thereupon lapse and be of no further force or effect. The Base Basic Rent payable under the Lease during the extension of the Term shall be at the prevailing market rental rate (including periodic adjustments) for comparable and similarly improved office space within Class A office buildings space in the University Towne Centre UTC submarket of San Diego as of the commencement of the extension period, based on a reasonable extrapolation of Landlord’s then-current leasing rates. In no event shall the monthly Base Basic Rent payable for the extension period be less than the Base Basic Rent payable during the month immediately preceding the commencement of such extension period. Promptly following receipt of the Commitment Notice, Landlord shall prepare an appropriate amendment to the Lease memorializing the extension of the Term in accordance with the foregoing, and Tenant shall duly execute and return same to Landlord within 15 days. If Tenant fails timely to do so, then Landlord, at its sole discretion, may either enforce its rights under this Section or, upon written notice to Tenant, elect to cause Tenant’s right to extend to be extinguished, in which event this Lease shall terminate as of the originally scheduled date of expiration. Should Landlord elect the latter, then this Lease shall terminate upon the scheduled date of expiration and Tenant’s rights under this paragraph shall be of no further force or effect. Any attempt to assign or transfer any right or interest created by this paragraph to other than a Business Transfer an Affiliate shall be void from its inception. Tenant shall have no other right to extend the Term beyond the single 12 60 month extension created by this paragraph. Unless agreed to in a writing signed by Landlord and Tenant, any extension of the Term, whether created by an amendment to this Lease or by a holdover of the Premises by Tenant, or otherwise, shall be deemed a part of, and not in addition to, any duly exercised extension period permitted by this paragraphSection. Tenant’s Right to Extend is subject and subordinate to the expansion rights (whether such rights are designated as a right of first offer, right of first refusal, expansion option or otherwise) of any tenant of the Building existing on the date hereof. Time is specifically made of the essence of this Section.

Right to Extend. Provided that Tenant is not in Default under any provision of this Lease at the time of exercise of the extension right granted herein, and provided further that Tenant is occupying the entire Premises and has not assigned or sublet any of its interest in the this Lease (except in connection with a Business Permitted Transfer of the this Lease to an Affiliate as described in Section 10 of the Lease9.2 hereof), Tenant may extend the Term of the this Lease for one period of 12 36 months. Tenant shall exercise its right to extend the Term by and only by delivering to Landlord, not less than 6 9 months nor more than 9 12 months prior to the expiration date of the Term, Tenant’s written notice of its irrevocable commitment to extend (the “Commitment Notice”). Should Tenant fail timely to deliver the Commitment Notice, then this extension right shall thereupon lapse and be of no further force or effect. The Base Basic Rent payable under the Lease during the extension of the Term shall be at the prevailing market rental rate (including periodic adjustments) for comparable and similarly improved office space within Class A office buildings being leased by Landlord in the University Towne Centre submarket of San Diego Building as of the commencement of the extension period, based on a reasonable extrapolation of Landlord’s then-current leasing ratesrates (the “Prevailing Rate”). In the event that the parties are not able to agree on the Prevailing Rate within 120 days prior to the expiration date of the Term, then either party may elect, by written notice to the other party, to cause said rental, including subsequent adjustments, to be determined by appraisal as follows. Within 10 days following receipt of such appraisal election, the parties shall attempt to agree on an appraiser to determine the Prevailing Rate. If the parties are unable to agree in that time, then each party shall designate an appraiser within 10 days thereafter. Should either party fail to so designate an appraiser within that time, then the appraiser designated by the other party shall determine the Prevailing Rate. Should each of the parties timely designate an appraiser, than the two appraisers so designated shall appoint a third appraiser who shall, acting alone, determine the fair market rental value of the Premises. Any appraiser designated hereunder shall have an M.A.I. certification or equivalent with not less than 5 years experience in the valuation of commercial office buildings in Santa ▇▇▇▇▇ County, California. Within 10 days following the selection of the appraiser, Landlord and Tenant shall each submit in writing to the appraiser its determination of the rental rate for the extension period (respectively, the “Landlord’s Determination” and the “Tenant’s Determination”). Should either party fail timely to submit its rental determination, then the determination of the other party shall be conclusive and binding on the parties. The appraiser shall not disclose to either party the rental determination of the other party until the expiration of that 10 day period or, if sooner, the appraiser’s receipt of both the Landlord’s Determination and the Tenant’s Determination. Within 30 days following the selection of the appraiser and such appraiser’s receipt of the Landlord’s Determination and the Tenant’s Determination, the appraiser shall determine whether the rental rate determined by Landlord or by Tenant more accurately reflects Prevailing Rate for the Premises, as reasonably extrapolated to the commencement of the extension term. Accordingly, either the Landlord’s Determination or the Tenant’s Determination shall be selected by the appraiser as the fair market rental rate for the extension period. In determining such value, the appraiser shall first consider rental comparables for the Building and the Project, provided that if adequate comparables do not exist then the appraiser may consider transactions involving similarly improved space owned by Landlord or its affiliates in the vicinity with appropriate adjustments for differences in location and quality of project. In no event shall the monthly Base Rent payable appraiser attribute factors for market tenant improvement allowances or brokerage commissions to reduce said fair market rental. At any time before the decision of the appraiser is rendered, either party may, by written notice to the other party, accept the rental terms submitted by the other party, in which event such terms shall be deemed adopted as the agreed fair market rental. The fees of the appraiser(s) shall be shared equally by both parties. Within 20 days after the determination of the Prevailing Rate, Landlord shall prepare a reasonably appropriate amendment to this Lease for the extension period and Tenant shall execute and return same to Landlord within 10 days. Should the Prevailing Rate not be less than the Base Rent payable during the month immediately preceding established by the commencement of such the extension period, then Tenant shall continue paying rent at the rate in effect during the last month of the initial Term, and a lump sum adjustment shall be made promptly upon the determination of such new rental. If Tenant fails to timely comply with any of the provisions of this paragraph, Tenant’s right to extend the Term may, at Landlord’s election and in addition to any other remedies that may be available to Landlord, be extinguished, in which event the Lease shall automatically terminate as of the initial expiration date of the Term. Any attempt to assign or transfer any right or interest created by this Section to other than an Affiliate shall be void from its inception. Tenant shall have no other right to extend the Term beyond the single 36 month extension created by this Section. Unless agreed to in a writing signed by Landlord and Tenant, any extension of the Term, whether created by an amendment to this Lease or by a holdover of the Premises by Tenant, or otherwise, shall be deemed a part of, and not in addition to, any duly exercised extension period permitted by this paragraph. Time is specifically made of the essence in this Section. Promptly following receipt of the Commitment Notice, Landlord shall prepare an appropriate amendment to the Lease memorializing the extension of the Term in accordance with the foregoing, and Tenant shall duly execute and return same to Landlord within 15 days. If Tenant fails timely to do so, then Landlord, at its sole discretion, may either enforce its rights under this Section or, upon written notice to Tenant, elect to cause Tenant’s right to extend to be extinguished, in which event this Lease shall terminate as of the originally scheduled date of expiration. Should Landlord elect the latter, then this Lease shall terminate upon the scheduled date of expiration and Tenant’s rights under this paragraph shall be of no further force or effect. Any attempt to assign or transfer any right or interest created by this paragraph to other than a Business Transfer an Affiliate shall be void from its inception. Tenant shall have no other right to extend the Term beyond the single 12 36 month extension created by this paragraph. Unless agreed to in a writing signed by Landlord and Tenant, any extension of the Term, whether created by an amendment to this Lease or by a holdover of the Premises by Tenant, or otherwise, shall be deemed a part of, and not in addition to, any duly exercised extension period permitted by this paragraph. Tenant’s Right to Extend is subject and subordinate to the expansion rights (whether such rights are designated as a right of first offer, right of first refusal, expansion option or otherwise) of any tenant of the Building existing on the date hereofSection. Time is specifically made of the essence of this Section.

Right to Extend. Provided that Tenant is not in Default under any provision of this Lease at the time of exercise of the extension right granted herein, and provided further that Tenant is occupying the entire Premises and has not assigned or sublet any of its interest in the this Lease (except in connection with a Business Permitted Transfer of the this Lease to an Affiliate as described in Section 10 of the Lease9.1(e) hereof), Tenant may extend the Term of the this Lease for one period of 12 36 months. Tenant shall exercise its right to extend the Term by and only by delivering to Landlord, not less than 6 9 months nor more than 9 12 months prior to the expiration date of the Term, Tenant’s written notice of its irrevocable commitment to extend (the “Commitment Notice”). Should Tenant fail timely to deliver the Commitment Notice, then this extension right shall thereupon lapse and be of no further force or effect. The Base Basic Rent payable under the Lease during the extension of the Term shall be at the prevailing market rental rate (including periodic adjustments) for comparable and similarly improved office space within Class A office buildings in the University Towne Centre submarket of San Diego Building and Project as of the commencement of the extension period, as determined by Landlord, based on a reasonable extrapolation of Landlord’s then-current leasing rates. In no event shall the monthly Base Basic Rent payable for the extension period be less than the Base Basic Rent payable during the month immediately preceding the commencement of such extension period. Promptly following receipt of the Commitment Notice, Landlord shall prepare an appropriate amendment to the Lease memorializing the extension of the Term in accordance with the foregoing, and Tenant shall duly execute and return same to Landlord within 15 days. If Tenant fails timely to do so, then Landlord, at its sole discretion, may either enforce its rights under this Section or, upon written notice to Tenant, elect to cause Tenant’s right to extend to be extinguished, in which event this Lease shall terminate as of the originally scheduled date of expiration. Should Landlord elect the latter, then this Lease shall terminate upon the scheduled date of expiration and Tenant’s rights under this paragraph shall be of no further force or effect. Any attempt to assign or transfer any right or interest created by this paragraph to other than a Business Permitted Transfer shall be void from its inception. Tenant shall have no other right to extend the Term beyond the single 12 36 month extension created by this paragraph. Unless agreed to in a writing signed by Landlord and Tenant, any extension of the Term, whether created by an amendment to this Lease or by a holdover of the Premises by Tenant, or otherwise, shall be deemed a part of, and not in addition to, any duly exercised extension period permitted by this paragraph. Tenant’s Right to Extend is subject and subordinate to the expansion rights (whether such rights are designated as a right of first offer, right of first refusal, expansion option or otherwise) of any tenant of the Building existing on the date hereof. Time is specifically made of the essence of this Section.

Right to Extend. Provided that Tenant is not in Default under any provision All of this Lease at the time of exercise of the extension right granted herein, and provided further that Tenant is occupying the entire Premises and has not assigned or sublet any of its interest in the Lease (except in connection with a Business Transfer of the Lease Tenant’s options to an Affiliate as described in Section 10 of the Lease), Tenant may extend the Term of the Lease for one period set forth in the Lease are hereby deleted and shall be of 12 months. no further force and effect, including, without limitation, the rights set forth in Section 1 of the Second Amendment and the rights set forth in Section 25 of the Original Lease and, in lieu thereof, Tenant shall exercise its right have the extension options hereinafter provided. (a) Provided that this Lease is then in full force and effect, that Tenant is not then in default under the Lease, and that Tenant is then occupying all of the Premises having been leased to the Tenant in the Building, Landlord hereby grants to Tenant an option to extend the Term by term of the Lease, on the same terms and only by delivering conditions set forth in the Lease, except that Tenant shall have no right to exercise the second option if it has not exercised the first option and after the second option shall have no further right to extend, for two (2) additional consecutive five (5) year terms (each, an “Option Period”). Tenant’s right to exercise an option to extend shall be conditioned upon Landlord’s receipt, not less no later than 6 months nor more than 9 nine (9) months prior to the then current expiration date of the Term of Tenant’s then current certified financial statements showing a creditworthiness at least equal to the creditworthiness demonstrated to Landlord by Tenant prior to execution of the Amendment. Each such option to extend shall be exercised, if at all, by written notice (“Option Notice”) to Landlord given not later than nine (9) months prior to the then current expiration date of the Term, time being of the essence. Once an Option Notice is given, Tenant’s written notice exercise of its irrevocable commitment to extend (the “Commitment Notice”). Should Tenant fail timely to deliver the Commitment Notice, then this extension right shall thereupon lapse and be of no further force or effect. The Base Rent payable under the Lease during the extension of the Term such option shall be at the prevailing market rental rate (including periodic adjustments) for comparable and similarly improved office space within Class A office buildings in the University Towne Centre submarket of San Diego as of the commencement of the extension period, based on a reasonable extrapolation of Landlord’s then-current leasing rates. In no event shall the monthly Base Rent payable for the extension period be less than the Base Rent payable during the month immediately preceding the commencement of such extension period. Promptly following receipt of the Commitment Notice, Landlord shall prepare an appropriate amendment to the Lease memorializing the extension of the Term in accordance with the foregoing, and Tenant shall duly execute and return same to Landlord within 15 daysirrevocable. If Tenant fails timely to do soan option hereby granted is not so exercised, then Landlord, at its sole discretion, may either enforce its rights under this Section or, upon written notice to Tenant, elect to cause Tenant’s right to extend to be extinguished, in which event this Lease shall terminate as of the originally scheduled date of expiration. Should Landlord elect the latter, then this Lease shall terminate upon the scheduled date of expiration and Tenant’s rights under this paragraph shall be of no further force or effect. Any attempt to assign or transfer any right or interest created by this paragraph to other than a Business Transfer shall be void from its inception. Tenant shall have no other further right to extend the Term beyond of this Lease. The Base Rent during the single 12 month extension created by this paragraph. Unless agreed to applicable Option Period shall be the greater of (i) the Base Rent in a writing signed by Landlord and Tenant, any extension effect as of the then current expiration date of the Term, whether created and (ii) the annual rate of Base Rent determined by an amendment Landlord in good faith to this Lease or by a holdover be the Market Rate of Base Rent (as hereinafter defined). Landlord’s good faith determination of the Premises by Tenant, or otherwise, Base Rent for an Option Period shall be deemed a part of, and not conclusive. Tenant may request in addition to, any duly exercised extension period permitted by this paragraphwriting that Landlord provide written notice to Tenant of Landlord’s determination of Base Rent for an Option Period. Landlord shall provide Tenant with Landlord’s determination of Base Rent for the applicable Option Period within thirty (30) days after receipt of Tenant’s Right written request therefore, but in no event shall Landlord be required to Extend is subject and subordinate provide such determination 4 QB\21085620.3 5/31/13 08:58 AM earlier than ten (10) months prior to the expansion rights (whether such rights are designated then current expiration date of the Term. Landlord shall have no obligation to make improvements, decorations, repairs, alterations or additions to the Premises as a right of first offer, right of first refusal, expansion option or otherwise) of any tenant of condition to Tenant’s obligation to pay rent for the Building existing on the date hereof. Time is specifically made of the essence of this Sectionapplicable Option Period.

Right to Extend. Provided that Tenant is hereby granted the right to extend this Lease for a term of five (5) years commencing March 1, 2001 and terminating February 28, 2006 (the "Extended Term") subject to the following conditions: (a) Tenant serves written notice on Landlord of its intent to extend the term not less than two hundred ten (210) days prior to the expiration of the original term (the "Extension Notice"); (b) Tenant is not in Default default under any provision of this the Lease either at the time of exercise it serves the said notice or at the commencement of the extension right granted hereinExtended Term; (c) the base rental payable by Tenant during the Extended Term shall be the "prevailing market rental rate" as hereinafter defined and (d) during the Extended Term, all terms and provided further that Tenant is occupying the entire Premises and has not assigned or sublet any of its interest in the Lease (except in connection with a Business Transfer conditions of the Lease shall remain in effect and unchanged except for the Base Rental pursuant to an Affiliate as described this Section. As used herein, the "prevailing market rental rate" shall mean and refer to the rent at which Landlord is then marketing space in Section 10 of the Lease)Building, Tenant may extend comparable to the Term of premises. If there is no comparable space being marketed in the Lease for one period of 12 months. Building, Landlord and Tenant shall exercise its right attempt to extend the Term by and only by delivering to Landlord, not less than 6 months nor more than 9 months prior to the expiration date of the Term, Tenant’s written notice of its irrevocable commitment to extend (the “Commitment Notice”). Should Tenant fail timely to deliver the Commitment Notice, then this extension right shall thereupon lapse and be of no further force or effect. The Base Rent payable under the Lease during the extension of the Term shall be at agree upon the prevailing market rental rate within thirty (including periodic adjustments30) for comparable and similarly improved office space within Class A office buildings in the University Towne Centre submarket of San Diego as days of the commencement date of receipt by Landlord of the extension Extension Notice. If Landlord and Tenant are unable to agree upon the prevailing market rate within said thirty (30) day period, based on Landlord and Tenant shall each select a reasonable extrapolation of Landlord’s then-current leasing real estate broker or appraiser or other qualified person experienced in determining market rental rates. In no event The brokers or appraisers shall make their determination in writing within forty-five (45) days of the monthly Base Rent payable for date of the extension period receipt by Landlord of the Extension Notice. If the valuations determined by the said brokers or appraisers are within ten (10%) percent of one another, the average of the two valuations shall be less than the prevailing market rental rate and as such, shall be the Base Rent payable of Tenant during the month immediately preceding Extended Term. If the commencement valuations are not within ten (10%) percent of one another, the two brokers or appraisers shall select a third qualified person. The third qualified person shall make his or her determination in writing within thirty (30) days of his or her selection. In such extension period. Promptly following receipt event, the prevailing market rate (and the Base Rental payable by Tenant during the Extended Term) shall be defined as the average of the Commitment Notice, Landlord shall prepare an appropriate amendment to the Lease memorializing the extension two closest (in terms of dollars) of the Term in accordance with three valuations. Each party shall be responsible for paying for its own valuation pursuant to this section; provided, however, that the foregoing, and Tenant shall duly execute and return same to Landlord within 15 days. If Tenant fails timely to do so, then Landlord, at its sole discretion, may either enforce its rights under this Section or, upon written notice to Tenant, elect to cause Tenant’s right to extend to be extinguished, in which event this Lease shall terminate as cost of the originally scheduled date of expiration. Should Landlord elect the latter, then this Lease shall terminate upon the scheduled date of expiration and Tenant’s rights under this paragraph third appraiser or broker shall be of no further force or effect. Any attempt to assign or transfer any right or interest created by this paragraph to other than a Business Transfer shall be void from its inception. Tenant shall have no other right to extend the Term beyond the single 12 month extension created by this paragraph. Unless agreed to in a writing signed shared equally by Landlord and Tenant. Notwithstanding anything contained herein, any extension of the Term, whether created by an amendment to this Lease or by a holdover of the Premises by Tenant, or otherwise, in no event shall be deemed a part of, and not in addition to, any duly exercised extension period permitted by this paragraph. Tenant’s Right to Extend is subject and subordinate to the expansion rights (whether such rights are designated as a right of first offer, right of first refusal, expansion option or otherwise) of any tenant of the Building existing on the date hereof. Time is specifically made of the essence of this Section.the

Right to Extend. Provided that Tenant is not in Default under any provision of this the Lease at the time of exercise of the extension right granted herein, and provided further that Tenant is occupying the entire Premises and has not assigned or sublet any of its interest in the Lease (except in connection with a Business Permitted Transfer of the this Lease to an Affiliate as described in Section 10 of the Leasea Tenant Affiliate), Tenant may extend the Term of the Lease for one period of 12 60 months. Tenant shall exercise its right to extend the Term by and only by delivering to Landlord, not less than 6 9 months nor more than 9 12 months prior to the expiration date of the Term, Tenant’s written notice of its irrevocable commitment to extend (the “Commitment Notice”). Should Tenant fail timely to deliver the Commitment Notice, then this extension right shall thereupon lapse and be of no further force or effect. The Base Basic Rent payable under the Lease during the extension of the Term shall be at the prevailing market rental rate (including periodic adjustments) for comparable and similarly improved office space within Class A office and buildings in the University Towne Centre submarket Center market of San Diego as of the commencement of the extension period, as determined by Landlord, based on a reasonable extrapolation of Landlord’s then-current leasing rates. In no event shall the monthly Base Rent payable for the extension period be less than the Base Rent payable during the month immediately preceding the commencement of such extension periodrates taking into consideration any rent concessions, tenant improvements paid by Landlord or other leasing concessions customarily provided by Landlord. Promptly following receipt of the Commitment Notice, Landlord shall prepare an appropriate amendment to the Lease memorializing the extension of the Term in accordance with the foregoing, and Tenant shall duly execute and return same to Landlord within 15 20 days. If Tenant fails timely to do so, then Landlord, at its sole discretion, may either enforce its rights under this Section or, upon written notice to Tenant, elect to cause Tenant’s right to extend to be extinguished, in which event this the Lease shall terminate as of the originally scheduled date of expiration. Should Landlord elect the latter, then this the Lease shall terminate upon the scheduled date of expiration and Tenant’s rights under this paragraph shall be of no further force or effect. Any attempt to assign or transfer any right or interest created by this paragraph to other than a Business Transfer Tenant Affiliate shall be void from its inception. Tenant shall have no other right to extend the Term beyond the single 12 60 month extension created by this paragraph. Unless agreed to in a writing signed by Landlord and Tenant, any extension of the Term, whether created by an amendment to this Lease or by a holdover of the Premises by Tenant, or otherwise, shall be deemed a part of, and not in addition to, any duly exercised extension period permitted by this paragraphSection. Tenant’s Right to Extend is subject and subordinate to the expansion rights (whether such rights are designated as a right of first offer, right of first refusal, expansion option or otherwise) of any tenant of the Building existing on the date hereof. Time is specifically made of the essence of this Section.

Right to Extend. Provided that Tenant is not in Default under any provision of this Lease at the time of exercise of the extension right granted herein, and provided further that Tenant is occupying the entire Premises and has not assigned or sublet any of its interest in the Lease Within sixty (except in connection with a Business Transfer of the Lease 60) days following Tenant’s Notice to an Affiliate as described in Section 10 of the Lease), Tenant may extend the Term of the Lease for one period of 12 months. Tenant shall exercise its right Landlord to extend the Initial Term by or if applicable, to extend the First Extended Term, pursuant to Section 4.05 and only by delivering to Landlord4.06 respectively, not less than 6 months nor more than 9 months prior to the expiration date Landlord shall notify Tenant in writing of the Term, Tenant’s written notice of its irrevocable commitment proposed Rent amount to extend be paid during the First Extended Term (the “Commitment NoticeFirst Extended Term Rent”). Should Tenant fail timely , or if applicable, the proposed Rent amount to deliver the Commitment Notice, then this extension right shall thereupon lapse and be of no further force or effect. The Base Rent payable under the Lease paid during the extension Second Extended Term (the “Second Extended Term Rent”) which shall be equal to the then Fair Market Rental Value of the Term Premises. Fair Market Rental Value shall be at defined as the prevailing market annual rental rate (including periodic adjustments) for comparable and similarly improved office space within Class A office buildings in projected from the University Towne Centre submarket of San Diego as date of the commencement of the extension periodpayment of annual rental to which it applies) which Tenant would expect to pay and Landlord would expect to receive under leases of space of comparable conditions, based on a reasonable extrapolation conditions comparable to this Lease, covering premises comparable to the Premises in the Fairlane Business Park, Allen Park, Michigan. Tenant shall have sixty (60) days following receipt of Landlord’s then-current leasing rates. In no event shall the monthly Base Rent payable for the extension period be less than the Base Rent payable during the month immediately preceding the commencement notice of such extension period. Promptly following receipt determination of the Commitment Noticeproposed First Extended Term Rent or, Landlord shall prepare an appropriate amendment if applicable, the Second Extended Term Rent, in which to: (a) accept such determination; or (b) elect to the Lease memorializing the extension have such determination made by appraisal as described below; or (c) withdraw its notice of the Term in accordance with the foregoing, and Tenant shall duly execute and return same exercise of option to Landlord within 15 daysextend. If Tenant fails timely to do sonotify Landlord in writing of its election within said sixty (60) day period, then LandlordTenant shall be deemed conclusively to have withdrawn its notice of exercise of the option to extend the Lease and the Lease shall terminate on the Expiration Date of the Initial Lease Term, or, if applicable, the Expiration Date of the First Extended Term as if such notice was never given. If Tenant elects to have such determination made by appraisal, then: (i) Within ten (10) days after Landlord receives Tenant’s notice of its election to have such determination made by appraisal, Landlord and Tenant shall each appoint and employ, at its sole discretioncost, may a real estate appraiser (who shall be licensed in the State of Michigan and be a member of the American Institute of Real Estate Appraisers [“MAI”] with at least ten (10) years of full-time commercial appraisal and real estate marketing experience in the Dearborn area) to appraise and establish the Fair Market Rental Value. (ii) Within thirty (30) days after the selection of the two (2) appraisers, the appraisers shall each submit an appraisal of the Fair Market Rental Value. If the appraisers are equal to or less than ten percent (10%) apart in their determination of Fair Market Rental Value, the Fair Market Rental Value shall be the average of She two appraisals. If the appraisers are more than ten percent (10%) apart in their determination of Fair Market Rental Value, then the two appraisers shall attempt to agree upon and designate a third appraiser meeting the qualifications set forth above within ten (10) days after the date of appointment of the last two appraisers. (iii) If the two appraisers are unable to agree on the third appraiser, either enforce its rights under this Section orof the parties, upon written after giving five (5) days notice to Tenantthe other, elect shall request the American Arbitration Association in ▇▇▇▇▇ County, Michigan to cause Tenant’s right to extend to be extinguishedappoint such independent third appraiser, in which event this Lease shall terminate as of the originally scheduled date of expiration. Should Landlord elect the latter, then this Lease shall terminate upon the scheduled date of expiration and Tenant’s rights under this paragraph who shall be of no further force similar affiliation or effectbackground of the appraisers aforementioned. Any attempt Each of the parties shall bear one-half of the cost of the appointment of the third appraiser and of the third appraiser’s fee. (iv) Within thirty (30) days after the selection of the third appraiser, a majority of the appraisers shall agree upon the Fair Market Rental Value. If a majority of the appraisers are unable to assign or transfer any right or interest created by this paragraph to other than a Business Transfer agree within the stipulated time, then each appraiser shall render his/her separate appraisal within such time, and the three appraisals shall be void from its inception. Tenant shall have no other right averaged in order to extend establish such rate; provided, however, if the Term beyond low appraisal and/or the single 12 month extension created by this paragraph. Unless agreed to in a writing signed by Landlord and Tenanthigh appraisal are more than ten percent (10%) lower and/or higher than the middle appraisal, any extension of the Term, whether created by an amendment to this Lease or by a holdover of the Premises by Tenant, or otherwise, low appraisal and/or high appraisal shall be deemed a part ofdisregarded. If both the low appraisal and the high appraisal are disregarded, and not the middle appraisal shall establish the Fair Market Rental Value. After the Fair Market Rental Value has been established, the appraisers shall immediately notify the parties in addition to, any duly exercised extension period permitted by this paragraph. Tenant’s Right to Extend is subject and subordinate to the expansion rights (whether such rights are designated as a right of first offer, right of first refusal, expansion option or otherwise) of any tenant of the Building existing on the date hereof. Time is specifically made of the essence of this Sectionwriting.

Right to Extend. Provided that Tenant is not in Default monetary default beyond any applicable notice (actually provided and properly received by Tenant) and cure period under any provision of this Lease at the time of exercise of the extension right granted herein, and provided further that Tenant is occupying the entire Premises and has not assigned or sublet any more than forty (40%) of its interest in the Lease Premises (except in connection with a Business Transfer an assignment of the this Lease to an a Tenant Affiliate as described in Section 10 of the Lease9.1(f) hereof), Tenant may extend the Term of the this Lease for one period two (2) consecutive periods of 12 monthssixty (60) months each. Tenant shall exercise its right to extend the Term by and only by delivering to Landlord, not less than 6 nine (9) months nor more than 9 twelve (12) months prior to the expiration date of the then applicable Term, Tenant’s written notice of its irrevocable commitment intent to extend (the “Commitment Exercise Notice”). Should Tenant fail timely to deliver the Commitment Exercise Notice, then this extension right (and any future extension right granted herein) shall thereupon lapse and be of no further force or effect. The Base Basic Rent payable under the Lease during the extension of the Term shall be at the prevailing fair market rental rate (the “Prevailing Rate”), including periodic adjustments) , for comparable space with similar floor location and comparable views and similarly improved office space being leased within Class A the UTC submarket “Comparable Buildings” (as defined below). Within fifteen (15) days following Tenant’s delivery of the applicable Exercise Notice, Landlord shall notify Tenant in writing (“Landlord’s Notice”) of Landlord’s calculation of the Prevailing Rate for the current extension period. Within ten (10) business days following delivery of Landlord’s Notice, Tenant may, by written notice to Landlord (“Tenant’s Notice”) elect either to (a) rescind the Exercise Notice in which event this extension right shall permanently lapse, (b) accept Landlord’s determination of the Prevailing Rate, or (c) require that the rental rate for the Premises for the extension term be determined by appraisal. In the event that Tenant’s Notice provides either that Tenant accepts Landlord’s calculation of the Prevailing Rate or that the rental rate for the extension period be determined by appraisal, Tenant shall be deemed to have irrevocably elected to extend the term of this Lease pursuant to this extension right. Should Tenant fail to timely deliver the Tenant’s Notice, then Landlord shall provide an additional notice to Tenant indicating that Landlord has not received a response to Landlord’s Notice and that if a response is not received from Tenant within fifteen (15) days from the date of Landlord’s additional notice, then Landlord’s determination of the Prevailing Rate shall be conclusive and Tenant’s Exercise Notice shall be irrevocable. Within twenty (20) days following receipt of such appraisal election, the parties shall attempt to agree on an appraiser to determine the fair market rental. If the parties are unable to agree in that time, then each party shall designate an appraiser within twenty (20) days thereafter. Should either party fail to so designate an appraiser within that time, then the appraiser designated by the other party shall determine the fair rental value. Should each of the parties timely designate an appraiser, then the two appraisers so designated shall appoint a third appraiser who shall, acting alone, determine the fair market rental value of the Premises. Any appraiser designated hereunder shall have an M.A.I. certification or equivalent with not less than five (5) years experience in the valuation of commercial office buildings in the University Towne Centre submarket of San Diego County, California. Within ten (10) days following the selection of the appraiser, Landlord and Tenant shall each submit in writing to the appraiser its determination of the rental rate for the current extension period (respectively, the “Landlord’s Determination” and the “Tenant’s Determination”). Should either party fail timely to submit its rental determination, then the determination of the other party shall be conclusive and binding on the parties. The appraiser shall not disclose to either party the rental determination of the other party until the expiration of that ten (10) day period or, if sooner, the appraiser’s receipt of both the Landlord’s Determination and the Tenant’s Determination. Within thirty (30) days following the selection of the appraiser and such appraiser’s receipt of the Landlord’s Determination and the Tenant’s Determination, the appraiser shall determine whether the rental rate determined by Landlord or by Tenant more accurately reflects the fair market rental rate for the Premises, as of reasonably extrapolated to the commencement of the current extension term. Accordingly, either the Landlord’s Determination or the Tenant’s Determination shall be selected by the appraiser as the fair market rental rate for the extension period. In determining such value, based on a reasonable extrapolation the appraiser shall consider rental comparables for new and renewal transactions in the Building and the Comparable Buildings involving similarly improved space, with appropriate adjustments for differences in location, floor height within the Building and views from the Premises and quality of Landlord’s then-current leasing ratesproject and quality of the Premises. In no event shall the monthly Base Rent payable appraiser lower the determination of the fair market rental rate to reflect brokerage commissions or moving allowances that do not actually reduce the rental sums paid by a tenant. At any time before the decision of the appraiser is rendered, either party may, by written notice to the other party, accept the rental terms submitted by the other party, in which event such terms shall be deemed adopted as the agreed fair market rental. The fees of the appraiser(s) shall be borne entirely by the party whose determination of the fair market rental rate was not accepted by the appraiser. Within twenty (20) days of either party’s acceptance of the other party’s rental terms or the determination of the fair market rental by appraisal, Landlord shall prepare a reasonably appropriate amendment to this Lease for the extension period be less than the Base Rent payable during the month immediately preceding the commencement of such extension period. Promptly following receipt of the Commitment Notice, Landlord shall prepare an appropriate amendment to the Lease memorializing the extension of the Term in accordance with the foregoing, and Tenant shall duly execute and return same to Landlord within 15 twenty (20) days. Should the fair market rental not be established by the commencement of the current extension period, then Tenant shall continue paying rent at the rate in effect during the last month of the initial Term, and a lump sum adjustment shall be made promptly upon the determination of such new rental. If Tenant fails to timely to do socomply with any of the provisions of this paragraph, then Landlord, at its sole discretion, may either enforce its rights under this Section or, upon written notice to Tenant, elect to cause Tenant’s right to extend the Term may, at Landlord’s election and in addition to any other remedies that may be available to Landlord, be extinguished, in which event this the Lease shall automatically terminate as of the originally scheduled initial expiration date of expiration. Should Landlord elect the latter, then this Lease shall terminate upon the scheduled date of expiration and Tenant’s rights under this paragraph shall be of no further force or effectTerm. Any attempt to assign or transfer any right or interest created by this paragraph to other than a Business Transfer Tenant Affiliate shall be void from its inception. Tenant shall have no other right to extend the Term beyond the single 12 two consecutive sixty (60) month extension extensions created by this paragraph. Unless agreed to in a writing signed by Landlord and Tenant, any extension of the Term, whether created by an amendment to this Lease or by a holdover of the Premises by Tenant, or otherwise, shall be deemed a part of, and not in addition to, any duly exercised extension period permitted by this paragraph. Tenant’s Right to Extend is subject and subordinate to the expansion rights (whether such rights are designated as a right of first offer, right of first refusal, expansion option or otherwise) of any tenant of the Building existing on the date hereof. Time is specifically made of the essence of in this Section.

Right to Extend. Provided that Tenant is not in Default default under any provision of this Lease at the time of exercise of the extension right granted herein, and provided further that Tenant is occupying the entire Premises and has not assigned or sublet any of its interest in the this Lease (except in connection with a Business Transfer permitted transfer of the this Lease to an a Tenant Affiliate as described in Section 10 of the Lease9.1 hereof), Tenant may extend the Term of the this Lease for one period of 12 60 months. Tenant shall exercise its right to extend the Term by and only by delivering to Landlord, not less than 6 9 months nor more than 9 12 months prior to the expiration date of the Term, Tenant’s written notice of its irrevocable commitment to extend (the “Commitment Notice”). Should Tenant fail timely to deliver the Commitment Notice, then this extension right shall thereupon lapse and be of no further force or effect. The Base Basic Rent and parking charges payable under the Lease during the extension of the Term shall be at the prevailing market rental rate (including periodic adjustments) for comparable and similarly improved office space within Class A office buildings in the University Towne Centre submarket of San Diego Building and Project as of the commencement of the extension period, based on a reasonable extrapolation of Landlord’s then-current leasing ratesrates (the “Prevailing Rate”); provided that such Basic Rent shall in no event be less than the Basic Rent payable by Tenant during the final month of the Term. In the event that the parties are not able to agree on the Prevailing Rate within 120 days prior to the expiration date of the Term (and for the avoidance of doubt despite such 120 day period falling outside of the three month window in which the Tenant may deliver a Commitment Notice), then either party may elect, by written notice to the other party, to cause said rental, including subsequent adjustments, to be determined by appraisal as follows. Within 10 business days following receipt of such appraisal election, the parties shall attempt to agree on an appraiser to determine the Prevailing Rate. If the parties are unable to agree in that time, then each party shall designate an appraiser within 10 business days thereafter. Should either party fail to so designate an appraiser within that time, then the appraiser designated by the other party shall determine the Prevailing Rate. Should each of the parties timely designate an appraiser, then the two appraisers so designated shall appoint a third appraiser who shall, acting alone, determine the fair market rental value of the Premises. Any appraiser designated hereunder shall have an M.A.I. certification or equivalent with not less than 7 years experience in the valuation of commercial office buildings in San Diego County, California. Within 10 business days following the selection of the appraiser, Landlord and Tenant shall each submit in writing to the appraiser its determination of the rental rate for the extension period (respectively, the “Landlord’s Determination” and the “Tenant’s Determination”). Should either party fail timely to submit its rental determination, then the determination of the other party shall be conclusive and binding on the parties. The appraiser shall not disclose to either party the rental determination of the other party until the expiration of that 10 day period or, if sooner, the appraiser’s receipt of both the Landlord’s Determination and the Tenant’s Determination. Within 30 days following the selection of the appraiser and such appraiser’s receipt of the Landlord’s Determination and the Tenant’s Determination, the appraiser shall determine whether the rental rate determined by Landlord or by Tenant more accurately reflects Prevailing Rate for the Premises, as reasonably extrapolated to the commencement of the extension term. Accordingly, either the Landlord’s Determination or the Tenant’s Determination shall be selected by the appraiser as the fair market rental rate for the extension period. In determining such value, the appraiser shall first consider rental comparables for the Building and the Project, provided that if adequate comparables do not exist then the appraiser may consider transactions involving similarly improved space owned by Landlord or its affiliates in the vicinity with appropriate adjustments for differences in location and quality of project. In no event shall the monthly Base Rent payable appraiser attribute factors for market tenant improvement allowances or brokerage commissions to reduce said fair market rental. At any time before the decision of the appraiser is rendered, either party may, by written notice to the other party, accept the rental terms submitted by the other party, in which event such terms shall be deemed adopted as the agreed fair market rental. The fees of the appraiser(s) shall be borne entirely by the party whose determination of the fair market rental rate was not accepted by the appraiser. Should the fair market rental not be established by the commencement of the extension period period, then Tenant shall continue paying rent at the rate in effect during the last month of the initial Term, and a lump sum adjustment shall be less than made promptly upon the Base determination of such new rental. Promptly following receipt the determination of the Basic Rent payable during the month immediately preceding the commencement of such extension period. Promptly following receipt of the Commitment NoticeTerm, Landlord shall prepare an appropriate amendment to the Lease memorializing the extension of the Term in accordance with the foregoingforegoing (but otherwise upon the same terms, covenants and conditions as set forth in this Lease except as otherwise expressly agreed upon by Landlord and Tenant), and Tenant shall duly execute and return the same to Landlord within 15 days. If Tenant fails timely to do so, then Landlord, at its sole discretion, may either enforce its rights under this Section or, upon written notice to Tenant, elect to cause Tenant’s right to extend to be extinguished, in which event this Lease shall terminate as of the originally scheduled date of expiration. Should Landlord elect the latter, then this Lease shall terminate upon the scheduled date of expiration and Tenant’s rights under this paragraph shall be of no further force or effect. Any attempt to assign or transfer any right or interest created by this paragraph to other than a Business Transfer permitted transfer shall be void from its inception. Tenant shall have no other right to extend the Term beyond the single 12 60 month extension created by this paragraph. Unless agreed to in a writing signed by Landlord and Tenant, any extension of the Term, whether created by an amendment to this Lease or by a holdover of the Premises by Tenant, or otherwise, shall be deemed a part of, and not in addition to, any duly exercised extension period permitted by this paragraph. Tenant’s Right to Extend is subject and subordinate to the expansion rights (whether such rights are designated as a right of first offer, right of first refusal, expansion option or otherwise) of any tenant of the Building existing on the date hereof. Time is specifically made of the essence of this Section. Form Letter of Credit: ………………………………………………………………………………………………………………… DATE: ISSUING BANK: CITIBANK, N.A. C/O ITS SERVICER, CITICORP NORTH AMERICA, INC. 3▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇ BENEFICIARY: THE IRVINE COMPANY, LLC 5▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ATTN: SENIOR VP, PROPERTY OPERATIONS, IRVINE OFF. PROP. APPLICANT: INTERCEPT PHARMACEUTICALS, INC. 4▇▇ ▇ ▇▇▇▇ ▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ LETTER OF CREDIT NO. GENTLEMEN: BY ORDER OF OUR CLIENT, INTERCEPT PHARMACEUTICALS, INC. (THE “APPLICANT”), WE HEREBY OPEN OUR IRREVOCABLE STANDBY LETTER OF CREDIT NO. _____________, IN YOUR FAVOR FOR AN AMOUNT NOT TO EXCEED IN AGGREGATE USD874,000.00 (EIGHT HUNDRED SEVENTY FOUR THOUSAND AND 00/100 U.S. DOLLARS), EFFECTIVE IMMEDIATELY AND EXPIRING AT THE OFFICE OF OUR SERVICER, CITICORP NORTH AMERICA, INC. AT 3▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇ ATTN. STANDBY LETTER OF CREDIT UNIT OR SUCH OTHER OFFICE AS WE MAY ADVISE YOU FROM TIME TO TIME (THE “OFFICE”), ON APRIL 14, 2015. FUNDS HEREUNDER ARE AVAILABLE TO YOU AGAINST PRESENTATION OF YOUR SIGHT DRAFT(S), DRAWN ON US, MENTIONING THEREON OUR LETTER OF CREDIT NUMBER _____________, ACCOMPANIED BY YOUR WRITTEN AND DATED STATEMENT, SIGNED BY AN AUTHORIZED OFFICER OF YOUR COMPANY, STATING THE FOLLOWING: “WE HEREBY CERTIFY THAT THE AMOUNT OF ANY DRAFT(S) DRAWN HEREUNDER REPRESENTS FUNDS DUE AND PAYABLE BECAUSE A DEFAULT HAS OCCURRED UNDER THAT CERTAIN LEASE AGREEMENT BETWEEN INTERCEPT PHARMACEUTICALS, INC. (THE "TENANT"), AND THE IRVINE COMPANY, LLC (THE "LANDLORD"), DATED ______________; WRITTEN NOTICE OF SUCH DEFAULT WAS DULY GIVEN TO THE TENANT AND ALL APPLICABLE GRACE PERIODS EXPIRED UNDER SAID LEASE." IT IS A CONDITION OF THIS LETTER OF CREDIT THAT IT SHALL BE DEEMED AUTOMATICALLY EXTENDED, WITHOUT AMENDMENT, FOR ADDITIONAL PERIOD(S) OF ONE YEAR FROM THE EXPIRY DATE HEREOF, OR ANY FUTURE EXPIRATION DATE, BUT NOT BEYOND NOVEMBER 01, 2019, UNLESS AT LEAST SIXTY (60) DAYS PRIOR TO ANY EXPIRATION DATE WE NOTIFY YOU BY REGISTERED MAIL OR BY ANY OTHER RECEIPTED MEANS THAT WE ELECT NOT TO CONSIDER THIS LETTER OF CREDIT RENEWED FOR ANY SUCH ADDITIONAL PERIOD, WHEREUPON YOU MAY DRAW FOR THE AVAILABLE AMOUNT UNDER THIS LETTER OF CREDIT BY MEANS OF YOUR SIGHT DRAFT(S), DRAWN ON US, MENTIONING OUR LETTER OF CREDIT NUMBER. IT IS A CONDITION OF THIS LETTER OF CREDIT THAT IT IS TRANSFERABLE AND MAY BE TRANSFERRED IN ITS ENTIRETY, BUT NOT IN PART, AND MAY BE SUCCESSIVELY TRANSFERRED BY YOU OR ANY TRANSFEREE HEREUNDER TO A SUCCESSOR TRANSFEREE(S). TRANSFER UNDER THIS LETTER OF CREDIT TO SUCH TRANSFEREE SHALL BE EFFECTED UPON PRESENTATION TO US OF THE ORIGINAL OF THIS LETTER OF CREDIT AND ANY AMENDMENTS HERETO ACCOMPANIED BY A REQUEST DESIGNATING THE TRANSFEREE IN THE FORM OF EXHIBIT "A" ATTACHED HERETO APPROPRIATELY COMPLETED, ALONG WITH PAYMENT OF 1/4 OF ONE PERCENT (MINIMUM $250) AS A TRANSFER FEE. WE HEREBY AGREE TO HONOR EACH DRAFT DRAWN UNDER AND IN COMPLIANCE WITH THE TERMS AND CONDITIONS OF THIS LETTER OF CREDIT IF PRESENTED, AS SPECIFIED, AT OUR OFFICE ON OR BEFORE EXPIRATION DATE. IN ADDITION, PRESENTATION OF SUCH DRAFT AND CERTIFICATE MAY ALSO BE MADE BY FAX TRANSMISSION TO FAX NO. 8▇▇-▇▇▇-▇▇▇▇ OR SUCH OTHER FAX NUMBER IDENTIFIED BY CITIBANK, N.A. IN A WRITTEN NOTICE TO YOU. TO THE EXTENT A PRESENTATION IS MADE BY FAX TRANSMISSION, YOU MUST (I) PROVIDE TELEPHONE NOTIFICATION THEREOF TO CITIBANK, N.A. (PHONE NO. 8▇▇ ▇▇▇ ▇▇▇▇) PRIOR TO OR SIMULTANEOUSLY WITH THE SENDING OF SUCH FAX TRANSMISSION AND (II) SEND THE ORIGINAL OF SUCH DRAFT AND CERTIFICATE TO CITIBANK, N.A. BY OVERNIGHT COURIER, AT THE ADDRESS PROVIDED ABOVE FOR PRESENTATION OF DOCUMENTS , PROVIDED HOWEVER, THAT CITIBANK, N.A.'S RECEIPT OF SUCH TELEPHONE NOTICE OR ORIGINAL DOCUMENTS SHALL NOT BE A CONDITION TO PAYMENT HEREUNDER. SHOULD YOU HAVE OCCASION TO COMMUNICATE WITH US REGARDING THIS LETTER OF CREDIT, PLEASE DIRECT YOUR CORRESPONDENCE TO OUR OFFICE, MAKING SPECIFIC MENTION OF THE LETTER OF CREDIT NUMBER INDICATED ABOVE. FOR INQUIRIES YOU MAY CONTACT US AT 1-▇▇▇-▇▇▇-▇▇▇▇ OR VIA SWIFT C▇▇▇▇▇▇▇. ALL PARTIES TO THIS LETTER OF CREDIT ARE ADVISED THAT THE U.S. GOVERNMENT HAS IN PLACE CERTAIN SANCTIONS AGAINST CERTAIN COUNTRIES, INDIVIDUALS, ENTITIES, AND VESSELS. CITIGROUP ENTITIES, INCLUDING BRANCHES AND, IN CERTAIN CIRCUMSTANCES, SUBSIDIARIES, ARE/WILL BE PROHIBITED FROM ENGAGING IN TRANSACTIONS OR OTHER ACTIVITIES WITHIN THE SCOPE OF APPLICABLE SANCTIONS EXCEPT AS FAR AS OTHERWISE EXPRESSLY STATED HEREIN, THIS STANDBY LETTER OF CREDIT IS SUBJECT TO THE INTERNATIONAL STANDBY PRACTICES (“ISP98”), INTERNATIONAL CHAMBER OF COMMERCE, PUBLICATION NO. 590, AND AS TO MATTERS NOT GOVERNED BY THE ISP98, SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK AND APPLICABLE U.S. FEDERAL LAW. Re: L/C No. ______________________ Citibank, N.A. Ref: ______________________

Right to Extend. Provided Subject to this Section, the Company may extend the maturity of all Notes to June __, 2015 (“Extended Maturity Date”) by written notice (“Extension Notice”) given to the Holders at least 30 and no more than 60 days prior to the initial Maturity Date; provided that: (i) on the date the Extension Notice is given or at any time between such date and the initial Maturity Date, no Event of Default exists and no event or condition exists which with the passage of time, the giving of notice or both would constitute an Event of Default; (ii) commencing on the initial Maturity Date, the interest rate under this Note will be increased to equal 3% per annum and will continue to be payable every three months with all principal and accrued interest under this Note due and payable in full on the Extended Maturity Date; (iii) within 3 days after the initial Maturity Date, but no later than December 30, 2014 in the event that Tenant the Maturity Date is not after December 27, 2013, the Company will issue to each Holder, Warrants (“Extension Warrants”) in Default under any provision the same form as the Warrants delivered in connection with this Note, but with an exercise price equal to the Volume Weighted Average Price (with such term and the term Trading Day to be as defined in the Warrants) of this Lease at the time Company’s Common Stock during the 10 consecutive Trading Day period immediately prior to the initial Maturity Date, with such Extension Warrants to have a three year term from and after the initial Maturity Date and to be initially exercisable for a number of shares of Common Stock computed by dividing 56.25% of the unpaid principal amount of the Note held by such Holder by the initial exercise price computed as set forth above; (iv) the Company will deliver to each Holder contemporaneously with such Warrants an amendment to the RRA pursuant to which the Company agrees to register the shares of Common Stock issuable upon exercise of the extension right granted herein, and provided further that Tenant is occupying the entire Premises and has not assigned or sublet any of its interest in the Lease (except in connection with a Business Transfer of the Lease to an Affiliate as described in Section 10 of the Lease), Tenant may extend the Term of the Lease for one period of 12 months. Tenant shall exercise its right to extend the Term by and only by delivering to Landlord, not less than 6 months nor more than 9 months prior to the expiration date of the Term, Tenant’s written notice of its irrevocable commitment to extend (the “Commitment Notice”). Should Tenant fail timely to deliver the Commitment Notice, then this extension right shall thereupon lapse and be of no further force or effect. The Base Rent payable under the Lease during the extension of the Term shall be at the prevailing market rental rate (including periodic adjustments) for comparable and similarly improved office space within Class A office buildings in the University Towne Centre submarket of San Diego as of the commencement of the extension period, based on a reasonable extrapolation of Landlord’s then-current leasing rates. In no event shall the monthly Base Rent payable for the extension period be less than the Base Rent payable during the month immediately preceding the commencement of such extension period. Promptly following receipt of the Commitment Notice, Landlord shall prepare an appropriate amendment to the Lease memorializing the extension of the Term in accordance with the foregoing, and Tenant shall duly execute and return same to Landlord within 15 days. If Tenant fails timely to do so, then Landlord, at its sole discretion, may either enforce its rights under this Section or, upon written notice to Tenant, elect to cause Tenant’s right to extend to be extinguished, in which event this Lease shall terminate as of the originally scheduled date of expiration. Should Landlord elect the latter, then this Lease shall terminate upon the scheduled date of expiration and Tenant’s rights under this paragraph shall be of no further force or effect. Any attempt to assign or transfer any right or interest created by this paragraph to other than a Business Transfer shall be void from its inception. Tenant shall have no other right to extend the Term beyond the single 12 month extension created by this paragraph. Unless agreed to in a writing signed by Landlord and Tenant, any extension of the Term, whether created by an amendment to this Lease or by a holdover of the Premises by Tenant, or otherwise, shall be deemed a part of, and not in addition to, any duly exercised extension period permitted by this paragraph. Tenant’s Right to Extend is subject and subordinate to the expansion rights (whether such rights are designated as a right of first offer, right of first refusal, expansion option or otherwise) of any tenant of the Building existing on the date hereof. Time is specifically made of the essence of this SectionExtension Warrants.

Right to Extend. Provided that Tenant is not then in Default default under any provision of this Lease at the time of exercise of the extension right granted herein, and provided further that Tenant is occupying the entire Premises and has not assigned or sublet any of its interest in the Lease (except in connection with a Business Transfer of the Lease to an Affiliate as described in Section 10 of the Lease), Tenant may shall have the right to extend the Phase I Term, Phase II Term, and/or the Phase III Term of the Lease for one (1) period of 12 monthssixty (60) months each (collectively, “Phase Extension Term”). Tenant shall exercise its right such rights to extend the Term by and only by delivering to Landlord, not less than 6 twelve (12) months nor or more than 9 fourteen (14) months prior to the scheduled expiration date of the Phase I Term, Phase II Term, and Phase III Term, as applicable, Tenant’s written notice of its irrevocable commitment election to extend the applicable Phase (the “Commitment Exercise Notice”). It is understood that should Tenant fail timely to exercise its extension right as to any Phase, then Tenant’s rights under this Section with respect to that Phase shall lapse and Tenant shall have no further right to extend the Term of that Phase or of any subsequent Phase. The Basic Rent payable under the Lease during each Phase Extension Term shall be at the prevailing rental rate and other economic terms for commercial space being leased in the Project and in other comparable projects in the vicinity with a term commencing at or about the commencement of the applicable extension period (the “Prevailing Rate”); provided that greatest weight shall be given to transaction within the Project. In determining the Prevailing Rate, consideration shall be given to recent new and renewal leases with non-equity tenants. The Prevailing Rate shall reflect the rental rate and terms payable in those third party transactions, taking into account pertinent economic concessions then generally being granted by landlords such as “free rent,” parking charge limitations, and the like. It is understood, however, that no consideration shall be given to brokerage commissions, lease “takeover” payments, moving allowances, or tenant improvement allowances (other than retrofit allowances granted to renewal tenants). The rental rates payable in any third party transactions executed more than six (6) months prior to the commencement of the extension period shall be reasonably extrapolated; if applicable, to reflect anticipated changes in the Prevailing Rate based on current rental trends. Following Tenant’s delivery of each Exercise Notice, but not later than nine (9) months prior to the Expiration Date of the Phase I, Phase II, or Phase III Term, as applicable, Landlord shall notify Tenant in writing (“Landlord’s Notice”) of Landlord’s calculation of the Prevailing Rate for the applicable Phase Extension Term based on the foregoing criteria. Should Tenant dispute Landlord’s calculation, then Tenant may, by written notice to Landlord within thirty (30) days following Landlord’s Notice, submit the reasonableness of Landlord’s calculation of the Prevailing Rate to arbitration in accordance with Section 22.7 of the Lease (the “Arbitration Election”). Should Tenant fail timely to deliver make the Commitment NoticeArbitration Election, then this extension right shall thereupon lapse and be of no further force or effect. The Base Rent payable under the Lease during the extension Landlord’s determination of the Term Prevailing Rate shall be at conclusive. Within twenty (20) days after the prevailing market rental rate (including periodic adjustments) for comparable and similarly improved office space within Class A office buildings in the University Towne Centre submarket of San Diego as determination of the commencement of the extension period, based on a reasonable extrapolation of Landlord’s then-current leasing rates. In no event shall the monthly Base Rent payable for the extension period be less than the Base Rent payable during the month immediately preceding the commencement of such extension period. Promptly following receipt of the Commitment NoticePrevailing Rate, Landlord shall prepare an a reasonably appropriate amendment to this Lease for the Lease memorializing the extension of the applicable Phase Extension Term in accordance with the foregoing, and Tenant shall duly execute and return same to Landlord within 15 ten (10) days. If Tenant fails timely to do soShould the Prevailing Rate not be established by the commencement of any Phase Extension Term, then LandlordTenant shall continue paying rent at the rate in effect during the month preceding such commencement, at its sole discretion, may either enforce its rights under this Section or, and a lump sum adjustment shall be made promptly upon written notice to Tenant, elect to cause Tenant’s the determination of such new rental. The right to extend granted in this Section shall be personal to be extinguishedCisco Systems, in Inc., a California corporation, or any Tenant Affiliate to which event this Lease shall terminate as of the originally scheduled date of expiration. Should Landlord elect the latter, then this Lease shall terminate upon the scheduled date of expiration and Tenant’s rights under this paragraph shall may be of no further force or effectassigned. Any other attempt to assign or transfer any such right or interest created by this paragraph to other than a Business Transfer shall be void from its inception. Tenant shall have no other right to extend the Term beyond the single 12 month extension created by this paragraph. Unless agreed to in a writing signed by Landlord and Tenant, any extension of the Term, whether created by an amendment to this Lease or by a holdover of the Premises by Tenant, or otherwise, shall be deemed a part of, and not in addition to, any duly exercised extension period permitted by this paragraph. Tenant’s Right to Extend is subject and subordinate to the expansion rights (whether such rights are designated as a right of first offer, right of first refusal, expansion option or otherwise) of any tenant of the Building existing on the date hereof. Time is specifically made of the essence of in this Section.

Right to Extend. Provided that Tenant is not then in Default default under any provision of this Lease at the time of exercise of the extension right granted herein, and provided further that Tenant is occupying the entire Premises and has not assigned or sublet any of its interest in the Lease (except in connection with a Business Transfer of the Lease to an Affiliate as described in Section 10 of the Lease), Tenant may extend the Term of the this Lease for one period of 12 sixty (60) months. Tenant shall exercise its such right to extend the Term by and only by delivering to Landlord, not less than 6 months nor more than 9 twelve (12) months prior to the scheduled expiration date of the Term, Tenant’s 's written notice of its irrevocable commitment election to extend (the “Commitment "Exercise Notice”"). Should Tenant fail Tenant's failure timely to deliver the Commitment Notice, then Exercise Notice shall cause this extension right shall thereupon to lapse and be of no further force or effect. The Base Basic Rent payable under the Lease during the extension of the Term shall be at ninety-five percent (95%) of the prevailing market rental rate (including periodic adjustments) and other economic terms for comparable and similarly improved office space within Class A office buildings being leased by Landlord in the University Towne Centre submarket Building and the 8105 Building with a term commencing at or about the commencement of San Diego the applicable extension period, as determined based on a reasonable extrapolation of then-current leasing rates actually achieved in such buildings (the "Prevailing Rate"). In determining the Prevailing Rate, recent new and renewal leases with non-equity tenants of the Project shall be considered. The Prevailing Rate shall reflect the rental rate and terms payable in those third party transactions, taking into account pertinent economic concessions then generally being granted by Landlord such as "free rent," Operating Expense base years, parking charge limitations, and the like. It is understood, however, that no consideration shall be given to brokerage commissions, lease "takeover" payments, moving allowances, or tenant improvement allowances (other than retrofit allowances granted to renewal tenants). The rental rates payable in any third party transactions executed more than six (6) months prior to the commencement of the extension period shall be reasonably extrapolated, if applicable, to reflect anticipated changes in the Prevailing Rate based on current rental trends. Following Tenant's delivery of the Exercise Notice, but not later than six (6) months prior to the expiration date of the Term, Landlord shall notify Tenant in writing ("Landlord's Notice") of Landlord's calculation of the Prevailing Rate for the extension period based on the foregoing criteria. Should Tenant dispute Landlord's calculation, then Tenant may, by written notice to Landlord within thirty (30) days following Landlord's Notice, submit the reasonableness of Landlord's calculation of the Prevailing Rate to arbitration in accordance with Section 14.7(b) of the Lease (the "Arbitration Election"). Should Tenant fail timely to make the Arbitration Election, then Landlord's determination of the Prevailing Rate shall be conclusive. Within twenty (20) days after the determination of the Prevailing Rate, Landlord shall prepare a reasonably appropriate amendment to this Lease for the extension period and Tenant shall execute and return same to Landlord within fifteen (15) days. Should the Prevailing Rate not be established by the commencement of the extension period, based on a reasonable extrapolation of Landlord’s then-current leasing rates. In no event then Tenant shall continue paying rent at the monthly Base Rent payable for the extension period be less than the Base Rent payable rate in effect during the month immediately preceding such commencement, and a lump sum adjustment shall be made promptly upon the commencement determination of such extension periodnew rental. Promptly following receipt of the Commitment Notice, Landlord shall prepare an appropriate amendment to the Lease memorializing the extension of the Term in accordance with the foregoing, and Tenant shall duly execute and return same to Landlord within 15 days. If Tenant fails timely to do so, then Landlord, at its sole discretion, may either enforce its rights under this Section or, upon written notice to Tenant, elect to cause Tenant’s The right to extend granted in this Section shall be personal to be extinguishedQuest Software, in Inc., a California corporation, and any Tenant Affiliate thereof to which event this Lease shall terminate as of the originally scheduled date of expiration. Should Landlord elect the latter, then this Lease shall terminate upon the scheduled date of expiration and Tenant’s rights under this paragraph shall may be of no further force or effectassigned. Any other attempt to assign or transfer any such right or interest created by this paragraph to other than a Business Transfer shall be void from its inception. Tenant shall have no other right to extend the Term beyond the single 12 month extension created by this paragraph. Unless agreed to in a writing signed by Landlord and Tenant, any extension of the Term, whether created by an amendment to this Lease or by a holdover of the Premises by Tenant, or otherwise, shall be deemed a part of, and not in addition to, any duly exercised extension period permitted by this paragraph. Tenant’s Right to Extend is subject and subordinate to the expansion rights (whether such rights are designated as a right of first offer, right of first refusal, expansion option or otherwise) of any tenant of the Building existing on the date hereof. Time is specifically made of the essence of in this Section.

Right to Extend. Provided that Tenant there is not in no Event of Default under any provision of this the Lease at the time of exercise of the extension right granted herein, and provided further that Tenant is occupying the entire Premises Original Premises, the entire Expansion Space, or both, and has not assigned or sublet any of its interest in the Lease (except in connection with a Business Transfer of the Lease to an Affiliate as described in Section 10 of the LeasePermitted Transfer), Tenant may extend the Term of the Lease Lease, for either the Original Premises, the Expansion Space, or both (but in all events only if Tenant then occupies the portion of the Premises), for one (1) period of 12 24 months. Tenant shall exercise its right to extend the Term by and only by delivering to Landlord, not less than 6 9 months nor more than 9 12 months prior to the expiration date of the Term, Tenant’s written notice of its irrevocable commitment to extend (the “Commitment Notice”). Should Tenant fail timely to deliver the Commitment Notice, then this extension right shall thereupon lapse and be of no further force or effect. The Base Annual Rent and Monthly Installment of Rent payable under the Lease during the extension of the Term shall be at the prevailing market rental rate (including periodic adjustments) for comparable and similarly improved office space being leased in Santa ▇▇▇▇▇ based on then-current leasing rates for similarly improved office space being in Santa ▇▇▇▇▇ (the “Prevailing Rate”). In the event that the parties are not able to agree on the Prevailing Rate within Class A 120 days prior to the expiration date of the Term, then either party may elect, by written notice to the other party, to cause said rental, including subsequent adjustments, to be determined by appraisal as follows. Within 10 days following receipt of such appraisal election, the parties shall attempt to agree on an appraiser to determine the Prevailing Rate. If the parties are unable to agree in that time, then each party shall designate an appraiser within 10 days thereafter. Should either party fail to so designate an appraiser within that time, then the appraiser designated by the other party shall determine the Prevailing Rate. Should each of the parties timely designate an appraiser, than the two appraisers so designated shall appoint a third appraiser who shall, acting alone, determine the fair market rental value of the Premises. Any appraiser designated hereunder shall have an M.A.I. certification or equivalent with not less than 5 years experience in the valuation of commercial office buildings in Santa ▇▇▇▇▇ County, California. Within 10 days following the University Towne Centre submarket selection of San Diego the appraiser, Landlord and Tenant shall each submit in writing to the appraiser its determination of the rental rate for the extension period (respectively, the “Landlord’s Determination” and the “Tenant’s Determination”). Should either party fail timely to submit its rental determination, then the determination of the other party shall be conclusive and binding on the parties. The appraiser shall not disclose to either party the rental determination of the other party until the expiration of that 10 day period or, if sooner, the appraiser’s receipt of both the Landlord’s Determination and the Tenant’s Determination. Within 30 days following the selection of the appraiser and such appraiser’s receipt of the Landlord’s Determination and the Tenant’s Determination, the appraiser shall determine whether the rental rate determined by Landlord or by Tenant more accurately reflects Prevailing Rate for the Premises, as reasonably extrapolated to the commencement of the extension term. Accordingly, either the Landlord’s Determination or the Tenant’s Determination shall be selected by the appraiser as the fair market rental rate for the extension period. In determining such value, the appraiser shall first consider rental comparables for the Building and the project, provided that if adequate comparables do not exist then the appraiser may consider transactions involving similarly improved space owned by Landlord or its affiliates in the vicinity with appropriate adjustments for differences in location and quality of project. In no event shall the appraiser attribute factors for brokerage commissions to reduce said fair market rental. At any time before the decision of the appraiser is rendered, either party may, by written notice to the other party, accept the rental terms submitted by the other party, in which event such terms shall be deemed adopted as the agreed fair market rental. The fees of the appraiser(s) shall be shared equally by both parties. Within 20 days after the determination of the Prevailing Rate, Landlord shall prepare a reasonably appropriate amendment to the Lease for the extension period and Tenant shall execute and return same to Landlord within 10 days. Should the Prevailing Rate not be established by the commencement of the extension period, based on a reasonable extrapolation of Landlord’s then-current leasing rates. In no event then Tenant shall continue paying rent at the monthly Base Rent payable for the extension period be less than the Base Rent payable rate in effect during the last month immediately preceding of the commencement initial Term, and a lump sum adjustment shall be made promptly upon the determination of such extension period. Promptly following receipt of the Commitment Notice, Landlord shall prepare an appropriate amendment to the Lease memorializing the extension of the Term in accordance with the foregoing, and Tenant shall duly execute and return same to Landlord within 15 days. If Tenant fails timely to do so, then Landlord, at its sole discretion, may either enforce its rights under this Section or, upon written notice to Tenant, elect to cause Tenant’s right to extend to be extinguished, in which event this Lease shall terminate as of the originally scheduled date of expiration. Should Landlord elect the latter, then this Lease shall terminate upon the scheduled date of expiration and Tenant’s rights under this paragraph shall be of no further force or effectnew rental. Any attempt to assign or transfer any right or interest created by this paragraph Section to other than pursuant to a Business Permitted Transfer shall be void from its inception. Tenant shall have no other right to extend the Term beyond the single 12 month extension created by this paragraphSection. Unless agreed to in a writing signed by Landlord and Tenant, any extension of the Term, whether created by an amendment to this the Lease or by a holdover of the Premises by Tenant, or otherwise, shall be deemed a part of, and not in addition to, any duly exercised extension period permitted by this paragraph. Tenant’s Right to Extend is subject and subordinate to the expansion rights (whether such rights are designated as a right of first offer, right of first refusal, expansion option or otherwise) of any tenant of the Building existing on the date hereof. Time is specifically made of the essence of in this Section.

Right to Extend. Provided that Tenant is not in Default under any provision of this Lease at the time of exercise of the extension right granted herein, and provided further that Tenant is occupying the entire Premises and has not assigned or sublet any of its interest in the this Lease (except in connection with a Business Permitted Transfer of the this Lease to an Affiliate as described in Section 10 of the Lease9.2 hereof), Tenant may extend the Term of the this Lease for one period of 12 60 months. Tenant shall exercise its right to extend the Term by and only by delivering to Landlord, not less than 6 9 months nor more than 9 12 months prior to the expiration date of the Term, Tenant▇▇▇▇▇▇’s written notice of its irrevocable commitment to extend (the “Commitment Notice”). Should Tenant fail timely to deliver the Commitment Notice, then this extension right shall thereupon lapse and be of no further force or effect. The Base Basic Rent payable under the Lease during the extension of the Term shall be at the prevailing market rental rate (including periodic adjustments) for comparable and similarly improved office space within Class A office buildings being leased by Landlord in the University Towne Centre submarket of San Diego Project or other comparable projects owned by Landlord in the Irvine Spectrum area as of the commencement of the extension period, based on a reasonable extrapolation of Landlord’s then-current leasing ratesrates (the “Prevailing Rate”); provided that such Basic Rent shall in no event be less than the Basic Rent payable by ▇▇▇▇▇▇ during the final month of the Term. In the event that the parties are not able to agree on the Prevailing Rate within 120 days prior to the expiration date of the Term, then either party may elect, by written notice to the other party, to cause said rental, including subsequent adjustments, to be determined by appraisal as follows. Within 10 days following receipt of such appraisal election, the parties shall attempt to agree on an appraiser to determine the Prevailing Rate. If the parties are unable to agree in that time, then each party shall designate an appraiser within 10 days thereafter. Should either party fail to so designate an appraiser within that time, then the appraiser designated by the other party shall determine the Prevailing Rate. Should each of the parties timely designate an appraiser, than the two appraisers so designated shall appoint a third appraiser who shall, acting alone, determine the fair market rental value of the Premises. Any appraiser designated hereunder shall have an M.A.I. certification or equivalent with not less than 5 years’ experience in the valuation of commercial office buildings in Orange County, California. Within 10 days following the selection of the appraiser, Landlord and Tenant shall each submit in writing to the appraiser its determination of the rental rate for the extension period (respectively, the “Landlord’s Determination” and the “Tenant’s Determination”). Should either party fail timely to submit its rental determination, then the determination of the other party shall be conclusive and binding on the parties. The appraiser shall not disclose to either party the rental determination of the other party until the expiration of that 10 day period or, if sooner, the appraiser’s receipt of both the Landlord’s Determination and the Tenant’s Determination. Within 30 days following the selection of the appraiser and such appraiser’s receipt of the Landlord’s Determination and the Tenant’s Determination, the appraiser shall determine whether the rental rate determined by Landlord or by Tenant more accurately reflects Prevailing Rate for the Premises, as reasonably extrapolated to the commencement of the extension term. Accordingly, either the Landlord’s Determination or the Tenant’s Determination shall be selected by the appraiser as the fair market rental rate for the extension period. In determining such value, the appraiser shall first consider rental comparables for the Building and the Project, provided that if adequate comparables do not exist then the appraiser may consider transactions involving similarly improved space owned by Landlord or its affiliates in the vicinity with appropriate adjustments for differences in location and quality of project. In no event shall the monthly Base Rent payable appraiser attribute factors for market tenant improvement allowances or brokerage commissions to reduce said fair market rental. At any time before the decision of the appraiser is rendered, either party may, by written notice to the other party, accept the rental terms submitted by the other party, in which event such terms shall be deemed adopted as the agreed fair market rental. The fees of the appraiser(s) shall be shared equally by both parties. Within 20 days after the determination of the Prevailing Rate, Landlord shall prepare a reasonably appropriate amendment to this Lease for the extension period be less than the Base Rent payable during the month immediately preceding the commencement of such extension period. Promptly following receipt of the Commitment Notice, Landlord shall prepare an appropriate amendment to the Lease memorializing the extension of the Term in accordance with the foregoing, and Tenant shall duly execute and return same to Landlord within 15 10 days. Should the Prevailing Rate not be established by the commencement of the extension period, then Tenant shall continue paying rent at the rate in effect during the last month of the initial Term, and a lump sum adjustment shall be made promptly upon the determination of such new rental. If Tenant fails to timely to do socomply with any of the provisions of this paragraph, then Landlord, at its sole discretion, may either enforce its rights under this Section or, upon written notice to Tenant, elect to cause Tenant▇▇▇▇▇▇’s right to extend the Term may, at Landlord’s election and in addition to any other remedies that may be available to Landlord, be extinguished, in which event this the Lease shall automatically terminate as of the originally scheduled initial expiration date of expiration. Should Landlord elect the latter, then this Lease shall terminate upon the scheduled date of expiration and Tenant’s rights under this paragraph shall be of no further force or effectTerm. Any attempt to assign or transfer any right or interest created by this paragraph Section to other than in connection with a Business Permitted Transfer shall be void from its inception. Tenant shall have no other right to extend the Term beyond the single 12 60-month extension created by this paragraphSection. Unless agreed to in a writing signed by Landlord and Tenant, any extension of the Term, whether created by an amendment to this the Lease or by a holdover of the Premises by Tenant, or otherwise, shall be deemed a part of, and not in addition to, any duly exercised extension period permitted by this paragraph. Tenant’s Right to Extend is subject and subordinate to the expansion rights (whether such rights are designated as a right of first offer, right of first refusal, expansion option or otherwise) of any tenant of the Building existing on the date hereof. Time is specifically made of the essence of in this Section.