Common use of Termination of Existing Lease Clause in Contracts

Termination of Existing Lease. Landlord and Tenant are currently parties to an office space lease dated January 11, 1991, as subsequently amended, for certain premises situated at 610 Xxxxxxx Xxxxxx Xxxxx, Xxxxxxx Xxxxx, Xxxxxxxxxx (xx amended, the "Existing Lease"). The parties agree that the Existing Lease shall terminate effective as of the day preceding the Commencement Date of this Lease, provided that such termination shall not relieve Tenant of (a) any accrued obligation or liability under the Existing Lease as of said termination date, or (b) any obligation under the Existing Lease which was reasonably intended to survive the expiration or termination thereof. Any advance rental paid by Tenant under the Existing Lease shall be rebated by Landlord or applied to the rent due hereunder. In the event that the Premises are not ready for occupancy by Tenant as of the Estimated Commencement Date set forth herein, and provided such failure is not attributable to any Tenant Delay, then any Basic Rental increase under the Existing Lease that is scheduled to occur on or after the Estimated Commencement Date hereof shall be suspended. LANDLORD: TENANT: THE IRVINE COMPANY QUEST SOFTWARE, INC. By /s/ WILLXXX X. XXXXXXX By /s/ VINCXXX X. XXXXX --------------------------------- ----------------------------------- Willxxx X. Xxxxxxx, Xxesident, Printed Name Vincxxx X. Xxxxx Irvine Office Company, ------------------------- a division of The Irvine Company Title CEO -------------------------------- By /s/ VINCXXX X. XXXXX By /s/ DAVIX XXXXX --------------------------------- ----------------------------------- Vincxxx X. Xxxxx Printed Name Davix Xxxxx Assistant Secretary ------------------------- Title President -------------------------------- EXHIBIT B UTILITIES AND SERVICES The following standards for utilities and services shall be in effect at the Building. Landlord reserves the right to adopt nondiscriminatory modifications and additions to these standards which are reasonable and do not materially adversely affect Tenant's rights under the Lease. In the case of any conflict between these standards and the Lease, the Lease shall be controlling. Subject to all of the provisions of the Lease, including but not limited to the restrictions contained in Section 6.1, the following shall apply:

Termination of Existing Lease. Landlord Landlord’s affiliate, 4350 La Jolla Village LLC, a Delaware limited liability company, and Tenant are currently parties to an office space lease dated January 11October 25, 19912011, as which lease has subsequently amendedbeen amended by a First Amendment dated March 18, 2013 and a Second Amendment dated November 27, 2013 (collectively, the “Existing Lease”), for certain premises situated space located at 610 Xxxxxxx Xxxxxx 4350 La Jolla Vxxxxxx Xxxxx, Xxxxxxx XxxxxXxxxx Xx. 000, Xxxxxxxxxx Xxxxx Xx. 000 and Suite No. 960 (xx amendedcollectively the “Existing Premises”), San Diego, California. It is understood that the "Existing Lease")Lease is currently scheduled to expire at midnight on December 31, 2015. The parties agree that the Existing Lease shall terminate effective as of midnight of the day preceding the Commencement Date of this Lease, . Tenant shall completely vacate the Existing Premises and shall remove all property therefrom on that date in accordance with the provisions of Section 15.3 of the Existing Lease; provided that such termination shall not relieve Tenant of (a) any accrued obligation or liability under the Existing Lease as of said termination date, or (b) any obligation under the Existing Lease which was reasonably intended to survive the expiration or termination thereof. Any advance rental paid by Tenant under the Existing Lease shall be rebated by Landlord or applied to the rent due hereunder. In the event that the Premises are not ready for occupancy by Tenant as of the Estimated Commencement Date set forth herein, and provided such failure is not attributable to any Tenant Delay, then any Basic Rental increase under the Existing Lease that is scheduled to occur on or after the Estimated Commencement Date hereof shall be suspended. LANDLORD: TENANT: THE IRVINE COMPANY QUEST SOFTWARE, INC. LLC a Delaware limited liability company By /s/ WILLXXX Sxxxxx X. XXXXXXX Case Sxxxxx X. Case Executive Vice President Office Properties By /s/ VINCXXX Mxxxxxx X. XXXXX --------------------------------- ----------------------------------- Willxxx Xxxxxxx Mxxxxxx X. XxxxxxxXxxxxxx Senior Vice President, XxesidentProperty Operations Office Properties TENANT: Intercept Pharmaceuticals, Inc. a Delaware, corporation By /s/ Mxxx Xxxxxxxxx Printed Name Vincxxx X. Xxxxx Irvine Office Company, ------------------------- a division of The Irvine Company Mxxx Xxxxxxxxx Title CEO -------------------------------- and President By /s/ VINCXXX X. XXXXX By /s/ DAVIX XXXXX --------------------------------- ----------------------------------- Vincxxx X. Xxxxx Bxxxx Xxxx Printed Name Davix Xxxxx Assistant Bxxxx Xxxx Title VP-Legal and Secretary ------------------------- Title President -------------------------------- EXHIBIT B UTILITIES AND SERVICES The following standards for utilities and services shall be in effect at the Building. Landlord reserves the right to adopt nondiscriminatory modifications and additions to these standards which are reasonable and do not materially adversely affect Tenant's rights under the Lease. In the case of any conflict between these standards and the Lease, the Lease shall be controlling. Subject to all of the provisions of the Lease, including but not limited to the restrictions contained in Section 6.1, the following shall apply:SERVICES

Termination of Existing Lease. It is understood that Tenant is presently leasing ® the Premises from Landlord and Tenant are currently parties pursuant to an office space existing lease dated March 23, 1994, which lease was amended by a First ® Amendment to Lease dated January 1114, 1991, 1997 (as subsequently amended, for certain premises situated at 610 Xxxxxxx Xxxxxx Xxxxx, Xxxxxxx Xxxxx, Xxxxxxxxxx (xx amended, the "“Existing Lease"”). The parties agree that the Term of ® the Existing Lease shall terminate effective as of expire by its terms on the day preceding the Commencement Date of this Lease, provided that such termination shall not relieve Tenant of (a) any accrued obligation or liability under the Existing Lease as of said termination date, or (b) any obligation under the Existing Lease which was reasonably intended to survive the expiration or termination thereof. Any advance ® rental paid by Tenant under the Existing Lease shall be rebated by Landlord or applied to the rent due hereunder. In the event that the Premises are not ready for occupancy by Tenant as of the Estimated Commencement Date set forth herein, and provided such failure is not attributable to any Tenant Delay, then any Basic Rental increase under the Existing Lease that is scheduled to occur on or after the Estimated Commencement Date hereof shall be suspended. LANDLORD: TENANT: THE IRVINE COMPANY QUEST SOFTWARESUNPOWER, INC. By ., a California corporation By: /s/ WILLXXX Xxxxxx X. XXXXXXX By Xxxxxxxx By: /s/ VINCXXX Xxxxxxx Xxxxxxx Xxxxxx X. XXXXX --------------------------------- ----------------------------------- Willxxx X. XxxxxxxXxxxxxxx, XxesidentXx., Printed Name Vincxxx X. Xxxxx President Name: Xxxxxxx Xxxxxxx Irvine Office Industrial Company, ------------------------- Title: President a division of The Irvine Company Title CEO -------------------------------- By By: /s/ VINCXXX Xxxxx Xxxxxxxx By: Xxxxx X. XXXXX By /s/ DAVIX XXXXX --------------------------------- ----------------------------------- Vincxxx X. Xxxxx Printed Name Davix Xxxxx Xxxxxxxx Assistant Secretary ------------------------- Title President -------------------------------- Name: Title: [DRAWING OF PREMISES] EXHIBIT A [DRAWING OF PREMISES] EXHIBIT A-1 EXHIBIT B UTILITIES AND SERVICES THE IRVINE COMPANY – INVESTMENT PROPERTIES GROUP HAZARDOUS MATERIAL SURVEY FORM The following standards for utilities purpose of this form is to obtain information regarding the use of hazardous substances on Investment Properties Group (“IPG”) property. Prospective tenants and services shall be contractors should answer the questions in effect at light of their proposed activities on the Buildingpremises. Landlord reserves Existing tenants and contractors should answer the right questions as they relate to adopt nondiscriminatory modifications ongoing activities on the premises and additions should update any information previously submitted. If additional space is needed to these standards which are reasonable and do not materially adversely affect Tenant's rights under answer the Leasequestions, you may attach separate sheets of paper to this form. In the case of any conflict between these standards and the LeaseWhen completed, the Lease shall form should be controlling. Subject to all of the provisions of the Lease, including but not limited sent to the restrictions contained following address: INSIGNIA/ESG OF CALIFORNIA, INC. 0 Xxx, Xxxxx 000 Xxxxxx, XX 00000 Your cooperation in Section 6.1this matter is appreciated. If you have any questions, the following shall apply:please call your property manager at (000) 000-0000 for assistance.

Termination of Existing Lease. Landlord Landlord’s affiliate, 4370 La Jolla Village LLC, a Delaware limited liability company, and Tenant are currently parties to an office space lease dated January 11May 13, 19912008, as which lease has subsequently amendedbeen amended by a First Amendment dated June 7, 2011 (collectively, the “Existing Lease”), for certain premises situated space located at 610 Xxxxxxx Xxxxxx Xxxxx, 4000 Xx Xxxxx Xxxxxxx Xxxxx, Xxxxxxxxxx Xxxxx Xx. 0000 (xx amended“Suite 1050) and Suite No. 685 (“Suite 685”), San Diego, California. It is understood that the "Existing Lease")Lease is currently scheduled to expire at midnight on December 31, 2011. The parties agree that the Existing Lease shall terminate effective as of midnight of the day preceding the Commencement Date of this Lease and that Tenant shall completely vacate Suite 1050 and Suite 685 and shall remove all property therefrom on that date in accordance with the provisions of Section 15.3 of the Existing Lease, ; provided that such termination shall not relieve Tenant of (a) any accrued obligation or liability under the Existing Lease as of said termination date, or (b) any obligation under the Existing Lease which was reasonably intended to survive the expiration or termination thereof. Any advance rental paid by Tenant under the Existing Lease shall be rebated by Landlord or applied to the rent due hereunder. In the event that the Premises are not ready for occupancy by Tenant as of the Estimated Commencement Date set forth herein, and provided such failure is not attributable to any Tenant Delay, then any Basic Rental increase under the Existing Lease that is scheduled to occur on or after the Estimated Commencement Date hereof shall be suspended. LANDLORD: TENANT: THE IRVINE COMPANY QUEST SOFTWARE4350 LA JOLLA VILLAGE LLC, INTERCEPT PHARMACEUTICALS, INC. ., a Delaware limited liability company a Delaware corporation By /s/ WILLXXX Sxxxxx X. XXXXXXX Case By /s/ VINCXXX Mxxx Xxxxxxxxx Sxxxxx X. XXXXX --------------------------------- ----------------------------------- Willxxx X. Xxxxxxx, Xxesident, Case Executive Vice President Printed Name Vincxxx X. Xxxxx Irvine Dx. Xxxx Xxxxxxxxx Office Company, ------------------------- a division of The Irvine Company Properties Title CEO -------------------------------- By /s/ VINCXXX Mxxxxxx X. XXXXX Xxxxxxx Mxxxxxx X. Xxxxxxx By /s/ DAVIX XXXXX --------------------------------- ----------------------------------- Vincxxx X. Xxxxx Bxxxxxx Xxxxxx Senior Vice President, Operations Office Properties Printed Name Davix Bxxxxxx Xxxxxx Title CFO 4000 Xx Xxxxx Assistant Secretary ------------------------- Title President -------------------------------- Xxxxxxx Xxxxx, Xxxxx 000 Exhibit A EXHIBIT B UTILITIES AND SERVICES The following standards for utilities and services shall be in effect at the Building. Landlord reserves the right to adopt nondiscriminatory modifications and additions to these standards which are reasonable and do not materially adversely affect Tenant's rights under the Leasestandards. In the case of any conflict between these standards and the Lease, the Lease shall be controlling. Subject to all of the provisions of the Lease, including but not limited to the restrictions contained in Section 6.1, the following shall apply:

Termination of Existing Lease. Landlord and Tenant Tenant's predecessor-in-interest, Endgate Technology Corporation, a California corporation, are currently parties to an office industrial space lease dated January 11July 22, 19911994 for the Building located at 000 Xxxxxx Xxx, Xxxxxxxxx, Xxxxxxxxxx, which lease was amended by First Amendment to Lease dated June 17, 1996 (as subsequently amended, for certain premises situated at 610 Xxxxxxx Xxxxxx Xxxxx, Xxxxxxx Xxxxx, Xxxxxxxxxx (xx amended, the "Existing Lease"). The parties agree that the Existing Lease shall terminate effective as of the day preceding the Commencement Date of this Lease, provided that such termination shall not relieve Tenant of (a) any accrued obligation or liability under the Existing Lease as of said termination date, or (b) any obligation under the Existing Lease which was reasonably intended to survive the expiration exploration or termination thereof. Any advance rental paid by Tenant under the Existing Lease shall be rebated by Landlord or applied to the rent due hereunder. In the event that the Premises are not ready for occupancy by Tenant as of the Estimated Commencement Date set forth herein, and provided such failure is not attributable to any Tenant Delay, then any Basic Rental increase under the Existing Lease that is scheduled to occur on or after the Estimated Commencement Date hereof shall be suspended. LANDLORD: TENANTTENANT THE IRVlNE COMPANY, ENDGATE CORPORATION, a Michigan corporation a Delaware corporation By: THE IRVINE COMPANY QUEST SOFTWARE/s/ Xxxxxxxx X. Xxxxxx, INC. By /s/ WILLXXX Xxxxxx X. XXXXXXX By /s/ VINCXXX Xxxxxx ----------------------------------- -------------------------- Xxxxxxxx X. XXXXX --------------------------------- ----------------------------------- Willxxx Xxxxxx Name Xxxxxx X. XxxxxxxXxxxxx ------------------------ President, Xxesident, Printed Name Vincxxx X. Xxxxx Irvine Office Company, ------------------------- Industrial Company Title President & CEO ---------------------- a division of The Irvine the Irving Company Title CEO -------------------------------- By: /s/ Xxxx X. Xxx By /s/ VINCXXX Xxxxxxxx X. XXXXX By /s/ DAVIX XXXXX --------------------------------- ----------------------------------- Vincxxx Xxxxxxx ------------------------------------- -------------------------- Xxxx X. Xxxxx Printed Xxx Name Davix Xxxxx Xxxxxxxx X. Xxxxxxx Assistant Secretary ------------------------- ------------------------ Title President -------------------------------- VP Administration Of Controller ------------------------------- EXHIBIT A DESCRIPTION OF PREMISES DESCRIPTION OF PREMISES [FLOOR PLAN] DESCRIPTION OF THE SITE [SITE PLAN] EXHIBIT B UTILITIES AND SERVICES IRVINE INDUSTRIAL COMPANY HAZARDOUS MATERIALS SURVEY FORM The purpose of this form is to obtain information regarding the use of hazardous substances on Irvine Industrial Company property. Prospective tenants and contractors should answer the questions in light of their proposed operations on the premises. Existing tenants and contractors should answer the questions as they relate to ongoing operations on the premises and should update any information previously submitted. If additional space is needed to answer the questions, you may attach separate sheets of paper to this form. When completed, the form should be sent to the following standards for utilities and services shall be address: ---------------------------- ---------------------------- ---------------------------- (insert address of Property Management Company) Your cooperation in effect at the Buildingthis matter is appreciated. Landlord reserves the right to adopt nondiscriminatory modifications and additions to these standards which are reasonable and If you have any questions, please do not materially adversely affect Tenant's rights under the Lease. In the case to call [insert name of any conflict between these standards and the Lease, the Lease shall be controlling. Subject to all of the provisions of the Lease, including but not limited to the restrictions contained in Section 6.1, the following shall apply:Property Manager] at [insert phone number] for assistance.