Lease Agreement dated May 24, 2022, between Warren CC Acquisitions, LLC and PTC Therapeutics, Inc

Exhibit 10.1

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Certain identified information has been excluded from the exhibit because it is both (i) not material and (ii) is the type of information that the registrant treats as private or confidential. Double asterisks denote omissions ‌

LEASE AGREEMENT

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BETWEEN

WARREN CC ACQUISITIONS, LLC,

a Delaware limited liability company,

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LANDLORD,

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-AND-

PTC THERAPEUTICS, INC.,

a Delaware Corporation,

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TENANT

DATED: May 24, 2022

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Table of Contents

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Table of Contents

(continued)

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ARTICLE 36 INTENTIONALLY OMITTED……………………………………………. 83

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ARTICLE 37 LANDLORD’S REPRESENTATIONS AND WARRANTIES…………… 83

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Schedule BLandlord’s Base Building Work

Schedule B-1Office Use Finish Work and Laboratory Use Finish Work

Schedule EOperating Expense Exclusions

Schedule GMemorandum of Lease

Schedule HList of Furniture as of the Commencement Date - Courtyard

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Appendix IDefinitions

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LEASE AGREEMENT

This LEASE AGREEMENT (this “Lease”) is dated May 24, 2022 and is between WARREN CC ACQUISITIONS, LLC, a Delaware limited liability company (“Landlord”) and PTC THERAPEUTICS, INC., a Delaware corporation (“Tenant”).

BASIC LEASE PROVISIONS

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Notwithstanding the foregoing, provided that no Event of Default has occurred, Tenant shall receive the following abatements of Basic Rent and Additional Rent for the following applicable periods: (i) the Basic Rent for the Phase I Premises with respect to the period beginning on the Commencement Date and ending on the day immediately preceding the second (2^nd) anniversary

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of the Commencement Date will be abated; (ii) the Basic Rent for the Phase II Premises with respect to the period beginning on the Commencement Date and ending on the day immediately preceding the third (3^rd) anniversary of the Commencement Date will be abated; and (iii) Tenant’s obligation to pay Taxes and Operating Expenses with respect to the entire Premises (i.e. both the Phase I Premises and the Phase II Premises) for the period beginning on the Commencement Date and ending on the day immediately preceding the first (1^st) anniversary of the Commencement Date will be abated (collectively, the “Abated Rent”), except that Tenant’s obligation to pay all utility costs for the Premises pursuant to Article 6 of this Lease shall not be abated and shall be effective as of the Commencement Date. If an Event of Default has occurred, the abatement of Basic Rent, Taxes and Operating Expenses provided to Tenant pursuant to this paragraph shall be stayed until such time that Tenant has cured the Event of Default, after which the rent abatement shall be reinstated in full and the time period such rent abatement shall have been stayed shall be added to the periods set forth in this paragraph so that Tenant receives the full rent abatement contemplated by this paragraph.

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Notwithstanding the immediately preceding paragraph, Tenant and Landlord shall each have the right, on written notice (a “Conversion Notice”) given to the other party no earlier than January 1, 2023, and no later than the day immediately preceding the third (3^rd) year anniversary of the Commencement Date, to convert all or any portion of the value of the abatement of Basic Rent provided in the immediately preceding paragraph into additional Allowance for use in connection with the construction of the Office Use Finish Work and/or the Laboratory Use Finish Work subject to the terms, conditions and requirements provided herein on a dollar-for-dollar basis, or if Landlord shall send the Conversion Notice the amount converted shall be paid to Tenant or as Tenant shall direct for use for either the payment of Basic Rent and/or Additional Rent, or the construction of Tenant Improvements subject to the terms, conditions and requirements provided herein, as Tenant shall determine. Tenant will inform Landlord in writing from time to time how the converted Basic Rent abatement was used by Tenant so that the parties can account for the converted Basic Rent abatement for tax purposes in a consistent manner. If the converted Basic Rent abatement is used by Tenant to pay for Tenant Improvements, it shall be treated as part of Tenant’s financial contribution to the cost of constructing Tenant Improvements (and thus Tenant will own and depreciate such Tenant Improvements) and the provisions of Section 7.6(a) shall apply. Upon such conversion by either party, and regardless of whether Tenant elects to use all or any portion of the converted Basic Rent abatement for the construction of Tenant Improvements, clauses (i) and (ii) in the immediately preceding paragraph with respect to the abatement of Basic Rent shall be null and void and of no further force or effect with respect to the amount so converted, and Tenant shall be obligated to pay all Basic Rent under this Lease as if clauses (i) and (ii) in the immediately preceding paragraph had never been a part of this Lease (or as applicable to the amount converted, with the balance of the abatement of Basic Rent continuing as provided in the preceding paragraph), but clause (iii) in the immediately preceding paragraph with respect to the abatement of Taxes and Operating Expenses shall continue to apply and remain in force and effect notwithstanding the delivery by either party of a Conversion Notice to the other party. If as of the date that Landlord or Tenant provides a Conversion Notice to the other party the Office Use Finish Work and the Laboratory Use Finish Work has been Substantially Completed and there are no unpaid Reimbursable Costs in connection therewith, Landlord shall pay the outstanding amount of abated Basic Rent otherwise available to Tenant pursuant to the immediately preceding paragraph, which payment shall be equal to the present value (determined as of the date of such

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payment by Landlord to Tenant) of the unapplied abated Basic Rent using a discount rate of [**] percent ([**]%) per annum for such purpose and shall be paid in full by Landlord to Tenant within thirty (30) days of Landlord’s giving or receipt of a Conversion Notice; provided, however, that if Landlord shall not timely pay said amount, the immediately preceding paragraph shall be reinstated and Tenant shall be entitled to the rent abatement as contemplated thereby. In the event of a conversion of abated Basic Rent to additional Allowance as provided herein, Tenant agrees to enter into an amendment to this Lease with Landlord for the purpose of evidencing the foregoing.

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Capitalized terms used in this Lease but not otherwise defined have the meanings set forth in Appendix I.

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(b)Tenant Delays and Excusable Delays.  Tenant acknowledges and agrees that Landlord’s obligation to timely complete any required element of Landlord’s Base Building Work shall be extended one day for each day of a Tenant Delay and/or an Excusable Delay. A “Tenant Delay” will be deemed to have occurred if the completion of the Landlord’s Base Building Work is delayed due to any act or omission by Tenant or Tenant’s Visitors, including, but not limited to, delays due to changes in or additions to the Landlord’s Base Building Work requested and authorized by Tenant, delays in submission of information by Tenant, Tenant’s delays in giving authorizations or approvals, or delays due to the postponement of any work at the request of Tenant.

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UTILITIES

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(a)Landlord shall complete all maintenance, repairs and replacements to the foundation, the structural columns and beams, structural elevator and stairwell shafts, the exterior walls, the exterior windows, and the structural elements of the Parking Deck, and all exterior drive aisles, circulation areas, and exterior lighting on the Premises in a manner consistent with Comparable Buildings. The costs and expenses incurred by Landlord in connection with such

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maintenance, repairs and replacements constitute Operating Expenses for which Tenant is responsible pursuant to Section 5.1(a) above and shall be paid by Tenant in accordance with the provisions of Article 5.  Nothing contained in this Section 7.2(a) shall in any way alter or modify the obligations of the Association to maintain, repair or replace the Common Facilities as set forth in the Declaration.

(b)

(i)If, during the last [**] years of the Term, Landlord reasonably believes that any one (1) or more of those components of the Buildings, the Parking Deck, or any other portion of the Premises that Landlord is required to maintain and repair pursuant to Section 7.2(a) above require a repair or replacement which is typically capitalized, rather than expensed, in accordance with the IRC, and the useful life of such capital repair or replacement as determined under the IRC extends beyond the Term (such capital repair or replacement being herein referred to as a “Late Term Landlord Capital Repair and Replacement”), Landlord shall provide written notice of such determination to Tenant together with reasonable support for such determination and a budget for performing the Late Term Landlord Capital Repair and Replacement (including, without limitation, all design and installation costs).  Landlord and Tenant shall use commercially reasonable efforts to agree upon the work and the budget.

(ii)Landlord shall bid the Late Term Landlord Capital Repair and Replacement work to either (A) three (3) general contractors (one of which may be Vision Construction, as defined below), where the nature of the work would customarily be done by a general contractor, or (B) three (3) contractors for the particular type of work, if the nature of the work would customarily be done by a contractor experienced in the trade without the use of a general contractor.  In either case, Landlord shall forward copies of such bids to Tenant for informational purposes only.  Within five (5) business days of receiving the bids, Landlord shall notify Tenant in writing which of the three (3) general contractors or contractors, as the case may be, Landlord shall use to perform the Late Term Landlord Capital Repair and Replacement work. If Landlord selects a general contractor or contractor which is not the lowest bid, then together with its notice selecting the general contractor or contractor, Landlord shall provide Tenant with a detailed explanation for the reasons for such selection; provided, however, that Landlord shall not accept as the general contractor Vision Construction or another Affiliate of Landlord, unless (x) Tenant shall consent to such affiliated general contractor, which consent shall not be unreasonably withheld, conditioned or delayed, and (y) the affiliated general contractor’s own charges for overhead, profit, insurance and general conditions are consistent with market. Landlord shall enter into a guaranteed maximum price or fixed price contract with the general contractor or contractor selected in an amount not to exceed the bid submitted by the selected general contractor or contractor for the Late Term Landlord Capital Repair and Replacement work, and all such contracts having a value of $25,000.00 or more shall be on an “open book” basis with respect to all material elements thereof (including, but not limited to, subcontractor bids and procurement, labor and materials costs, equipment costs, supervision, overhead, profit, insurance and general conditions).

(iii)Upon completion, Landlord shall deliver to Tenant evidence of the actual costs of making the Late Term Landlord Capital Repair and Replacement, together with (A) a

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certification from Landlord’s architect or engineer certifying that the Late Term Landlord Capital Repair and Replacement has been completed in accordance with the plans and specifications therefor, and (B) a copy of the certificate of occupancy and/or any other permit or approval required in connection with the completion of the Late Term Landlord Capital Repair and Replacement. Within thirty (30) days after the delivery of such evidence, Tenant shall pay Landlord Tenant’s Share of the costs of performing the Late Term Landlord Capital Repair and Replacement. For purposes hereof, “Tenant’s Share” of the cost of the Late Term Landlord Capital Repair and Replacement shall equal a fraction of the cost of the Late Term Landlord Capital Repair and Replacement, with the numerator of such fraction being the portion of the useful life of the Late Term Landlord Capital Repair and Replacement determined under the IRC paid for by such expense that will occur during the Term of this Lease, and the denominator of such fraction being the useful life of the Late Term Landlord Capital Repair and Replacement determined under the IRC paid for by such expense.  If Tenant extends the Term of this Lease pursuant to Section 31.1, Tenant shall pay the balance of Tenant’s Share of the cost of the Late Term Landlord Capital Repair and Replacement not previously paid for by Tenant using the same formula set forth in the immediately preceding sentence upon the delivery of the notice extending the Lease.

(iv) Disputes regarding this Section 7.2 shall be resolved by the dispute resolution procedures of Article 33.

(c)All maintenance and repair, and each addition, improvement or alteration, performed by or on behalf of Landlord must be completed expeditiously and in a good and workmanlike manner, and in compliance with all applicable Legal Requirements and Insurance Requirements.

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(a)To the maximum extent possible under applicable Legal Requirements, Tenant’s financial contribution to the cost of constructing Tenant Improvements will fund (and thus Tenant will own and depreciate) the components that are identified as IRC Section 1245 Property. To the maximum extent possible under applicable Legal Requirements, Landlord’s financial contribution to the cost of constructing Tenant Improvements will fund (and thus Landlord will own and depreciate) the components that are identified as IRC Section 1250 Property.

(b)All Tenant Improvements shall, upon installation and completion, be the property of Landlord or Tenant as shall be consistent with the provisions of Section 7.6(a). All Tenant Improvements (other than Tenant’s trade fixtures, trade equipment, furniture and other personal property) shall remain upon and be surrendered with the Premises at the end of the Term in good condition and repair, reasonable wear and tear and damage by casualty and condemnation excepted. Notwithstanding anything in this Lease to the contrary, Tenant shall not be required to remove  any Tenant Improvements, and shall not be required to restore any of the laboratory areas, [**], or office space within any portion of the Premises. At the expiration or earlier termination of this Lease, (i) Tenant shall surrender possession of the Premises in good order and condition, reasonable wear and tear and damage by casualty and condemnation excepted; (ii) Tenant, at Tenant’s sole cost and expense, shall discontinue all laboratory operations and clean and decontaminate all laboratory areas throughout the Premises, and seal any connection points of any

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laboratory systems to the Premises, pursuant to a decommissioning and hazardous materials “closure plan” for the Premises that is reasonably acceptable to Landlord and in compliance with all applicable Legal Requirements; and (iii) Tenant shall provide Landlord with true and complete copies of all governmental releases and permit closures required by all applicable Legal Requirements in connection with the cessation of Tenant’s Permitted Use of the Premises.

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(b)Prior to occupying the Premises for the conduct of business, Tenant shall initially enter into a Property Management Agreement (the “Property Management Agreement”) with Vision Management to oversee the operation of the Premises on terms that are reasonably satisfactory to Tenant. Tenant and Vision Management (as instructed by Landlord) shall negotiate the Property Management Agreement in good faith incorporating market terms and conditions. If Tenant and Vision Management are unable to agree to the Property Management Agreement within 30 days after the Commencement Date, the parties shall meet to attempt to resolve all open issues. If the Property Management Agreement isn’t executed within 60 days after the Commencement Date then Tenant and Vision Management (as instructed by Landlord) shall use the dispute resolution procedure of Article 33 to resolve any open issues, and the costs incurred by engaging in such dispute resolution procedure that are not payable by Tenant pursuant to Article 33 shall be payable by Vision Management.

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Within thirty (30) days after receipt of notice thereof, Tenant shall discharge (by payment or bonding such lien) any Lien on the Premises (other than those relating to the Landlord’s Base Building Work or other work performed by Landlord or its Affiliates) and/or attaching to the Basic Rent, Additional Rent or any other sums payable under this Lease caused by or arising out of Tenant’s acts or Tenant’s failure to perform any obligation under this Lease.

Tenant may, on Landlord’s behalf, but at Tenant’s expense, by appropriate proceedings, contest the amount, validity or application of any Legal Requirement which Tenant is obligated to comply with or any Lien which Tenant is obligated to discharge, provided that (a) such proceedings suspend the collection thereof, or if collection is not suspended, Tenant pays any charges and removes any Lien by bonding or otherwise, (b) no part of the Premises, Basic Rent or Additional Rent or any other sum payable hereunder is subject to loss, sale or forfeiture during such proceedings, (c) Landlord is not subject to any civil or criminal liability for failure to pay or perform, as the case may be, (d) such proceedings do not affect the payment of Basic Rent, Additional Rent or any other sum payable to Landlord hereunder, and (e) Tenant notifies Landlord of such proceedings not less than ten (10) days prior to the commencement thereof and describes such proceedings in reasonable detail.  Tenant shall conduct all such contests in good faith and with due diligence and shall, promptly after the determination of such contest, pay all amounts required to be paid by Tenant.  Tenant shall indemnify, defend and hold Landlord Indemnified Parties harmless from and against all Liabilities that may arise or be imposed upon Landlord in connection with any such proceeding and any Liabilities resulting therefrom.  This obligation shall survive the expiration or sooner termination of this Lease for a period of [**] years.

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All of the insurance limits required in this Section 14.1 shall be adjusted on the January 1st following the fifth (5th) anniversary of the Commencement Date and thereafter at five (5) year intervals by multiplying the dollar amount to be adjusted by a fraction, the numerator of which is the Current Index Number and the denominator of which is the Base Index Number.  The term “Current Index Number” means the level of the Index of the month of December of the year preceding the adjustment year.  The term “Base Index Number” means the level of the Index for the month during which this Lease is dated.  The term “Index” means the Consumer Price Index for all Urban Consumers, New York, northern New Jersey, Long Island areas published by the Bureau of Labor Statistics of United States Department of Labor (base year 1982-84=100), or any successor index thereto as hereinafter provided.  If publication of the Index is discontinued, or if the basis of calculating the Index is materially changed, then Landlord shall substitute for the Index comparable statistics as computed by an agency of the United States government or, if none, by a substantial and responsible periodical or publication of recognized authority most closely approximating the result which would have been achieved by the Index.

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(a)Upon not less than twenty (20) business days’ prior notice by Landlord, Tenant shall execute and deliver to Landlord, at no cost to Landlord, a statement certifying (i) the Commencement Date, (ii) the Expiration Date, (iii) the date of this Lease and the dates of any amendments or modifications to this Lease, (iv) that this Lease was properly executed by Tenant and is in full force and effect without amendment or modification, or, alternatively, that this Lease and all amendments and modifications have been properly executed and are in full force and effect, (v) the current annual Basic Rent, the current monthly installments of Basic Rent and the date on which Tenant’s obligation to pay Basic Rent commenced, (vi) the current amounts of Taxes paid by Tenant, (vii) the date to which Basic Rent and Additional Rent have been paid, (viii) the amount of the security deposit, if any, (ix) if applicable, that all work to be done to the Premises by Landlord has been completed in accordance with this Lease and has been accepted by Tenant, except as specifically provided in the estoppel certificate, (x) that no installment of Basic Rent or Additional Rent has been paid more than thirty (30) days in advance, except as specifically provided in the estoppel certificate, (xi) that Tenant is not in arrears in the payment of any Basic Rent or Additional Rent, except as specifically provided in the estoppel certificate, (xii) that, to Tenant’s actual knowledge, neither party to this Lease is in default in the keeping, observance or performance of any covenant, agreement, provision or condition contained in this Lease, and no event has occurred which, with the giving of notice or the passage of time, or both, would result in a default by either party, except as specifically provided in the estoppel certificate, (xiii) that, to Tenant’s actual knowledge, Tenant currently has no existing defenses, offsets, liens, claims or credits against the Basic Rent or Additional Rent or against enforcement of this Lease by Landlord,

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except as specifically provided in the estoppel certificate, (xiv) that Tenant has not been granted any options or rights of first refusal to extend the Term, to lease additional space, to terminate this Lease before the Expiration Date or to purchase the Premises or any part thereof, except as specifically provided in this Lease, (xv) that Tenant has not received any notice of violation of any Legal Requirement or Insurance Requirement relating to the Premises, except as specifically provided in the estoppel certificate, (xvi) that Tenant has not assigned this Lease or sublet all or any portion of the Premises, except as specifically provided in the estoppel certificate, and (xvii) such other reasonable factual matters as reasonably requested by Landlord.  Tenant hereby acknowledges and agrees that such statement may be relied upon by any holder of an Underlying Encumbrance, Master Landlord and/or any prospective purchaser, tenant, subtenant, mortgagee or assignee of any mortgage, of the Premises or any part thereof.

(b)Upon not less than twenty (20) business days’ prior notice by Tenant, Landlord shall execute and deliver to Tenant, at no cost to Tenant, a statement certifying (i) the Commencement Date, (ii) the Expiration Date, (iii) the date of this Lease and the dates of any amendments or modifications to this Lease, (iv) that this Lease was properly executed by Landlord and is in full force and effect without amendment or modification, or, alternatively, that this Lease and all amendments and modifications have been properly executed and are in full force and effect, (v) the current annual Basic Rent, the current monthly installments of Basic Rent and the date on which Tenant’s obligation to pay Basic Rent commenced, (vi) the current amounts of Taxes paid by Tenant, (vii) the date to which Basic Rent and Additional Rent have been paid, (viii) the amount of the security deposit, if any, (ix) if applicable, that all work to be done to the Premises by Landlord has been completed in accordance with this Lease, except as specifically provided in the estoppel certificate, (x) that no installment of Basic Rent or Additional Rent has been paid more than thirty (30) days in advance, except as specifically provided in the estoppel certificate, (xi) that Tenant is not in arrears in the payment of any Basic Rent or Additional Rent, except as specifically provided in the estoppel certificate, (xii) that, to Landlord’s Knowledge, neither party to this Lease is in default in the keeping, observance or performance of any covenant, agreement, provision or condition contained in this Lease, and no event has occurred which, with the giving of notice or the passage of time, or both, would result in a default by either party, except as specifically provided in the estoppel certificate, (xiii) confirming Tenant’s renewal options and right to purchase the Premises as specifically provided in this Lease, (xiv) that Landlord has not received any notice of violation of any Legal Requirement or Insurance Requirement relating to the Premises, except as specifically provided in the estoppel certificate, and (xv) such other reasonable factual matters as reasonably requested by Tenant.  Landlord hereby acknowledges and agrees that such statement may be relied upon by any prospective purchaser, tenant, subtenant, lender or assignee of any lender of Tenant.

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If the same default shall occur three (3) or more times in any consecutive twelve (12) month period, regardless if any such default is cured within the applicable notice and cure period, then there shall be deemed to be an Event of Default as of the fourth (4^th) occurrence of such default, without the requirement that Landlord deliver a notice of such default, and Landlord shall have the right to exercise any remedies it may have at law or in equity or under this Lease.

In the event that Landlord sends a default notice to Tenant at any time during the Extension Option Exercise Notice Period, the default notice shall include the following statement in bold, capitalized letters: “THIS DEFAULT NOTICE IS BEING SENT DURING THE EXTENSION OPTION EXERCISE NOTICE PERIOD AS DEFINED IN SECTION 31.1 OF THE LEASE. FAILURE TO CURE THE DEFAULT NOTICED HEREIN PRIOR TO THE EXPIRATION OF THE TIME PERIODS SET FORTH IN SECTION 31.1 OF THE LEASE SHALL NULLIFY ANY TENANT’S EXTENSION OPTION EXERCISE NOTICE SEEKING TO EXTEND THE CURRENT TERM, ALL REMAINING EXTENSION OPTIONS NOT PREVIOUSLY AND VALIDLY EXERCISED BY TENANT SHALL BE RENDERED NULL AND VOID, AND THE TERM OF THE LEASE SHALL EXPIRE AT THE EXPIRATION OF THE CURRENT TERM.”

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Notwithstanding anything contained in this Section 19.1 to the contrary, in the event of an Emergency, the provisions of Section 19.1 regarding the time period within which to correct a non-monetary default will be deemed to be “as soon as possible” with diligent, continuous prosecution of corrective action; provided, however, that because of the indefinite nature of a cure period that is “as soon as possible” no Emergency default shall become an Event of Default until the expiration of the stated time periods in Section 19.1.  “Emergency” means a condition or potential condition that requires prompt action to (i) preserve the safety of persons or property, (ii) prevent the interruption or suspension of services deemed reasonably critical by Landlord to the operation of the Buildings or by Tenant of its business, or (iii) avoid or correct a violation of any Legal Requirement that is of a material nature.

(b)If Landlord terminates this Lease pursuant to this Article 20, Tenant will remain liable for (i) the sum of (x) all Basic Rent, Additional Rent and other amounts payable by Tenant hereunder until the date this Lease would have expired had such termination not occurred, and (y) all reasonable expenses incurred by Landlord in re-entering the Premises, repossessing the same, making good any default of Tenant, painting, altering or dividing the Premises, putting the same in proper repair, reletting the same (including any and all reasonable attorneys’ fees and disbursements and reasonable brokerage fees incurred in so doing), removing and storing any property left in the Premises following such termination and any and all reasonable expenses which Landlord may incur during the occupancy of any new tenant (other than expenses of a type that are Landlord’s responsibility under the terms of this Lease); less (ii) the net proceeds of any reletting actually received by Landlord. Landlord shall use commercially reasonable efforts to mitigate its damages.  Tenant agrees to pay to Landlord the difference between items (i) and (ii) above with respect to each month during the period that would have constituted the balance of the Term, at the end of each such month.  Any suit brought by Landlord to enforce collection of such

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difference for any one month will not prejudice Landlord’s right to enforce the collection of any difference for any subsequent month.  Tenant’s liability under this Section 20.2(b) will survive the institution of summary proceedings and the issuance of any warrant thereunder.

(c)If Landlord terminates this Lease pursuant to Article 20, Landlord will have the right to require Tenant to pay to Landlord, on demand, as liquidated and agreed final damages in lieu of Tenant’s liability under Section 20.2(b), an amount equal to the difference between (i) the Basic Rent and Additional Rent, computed on the basis of the then current annual rate of Basic Rent and Additional Rent and all fixed and determinable increases in Basic Rent, which would have been payable from the date of such demand to the date when this Lease would have expired if it had not been terminated, and (ii) the then fair rental value of the Premises (taking into account the fair market rental value of laboratory and other scientific research space of the type and quality located at the Premises) for the same period, less the costs of all reletting expenses, including the cost to paint, alter or divide the space, put the same in proper repair, reasonable attorneys’ fees and disbursements and reasonable brokerage fees. Upon payment of such liquidated and agreed final damages, Tenant will be released from all further liability under this Lease with respect to the period after the date of such demand, except for those obligations that expressly survive the termination of this Lease. If, after the Event of Default giving rise to the termination of this Lease, but before presentation of proof of such liquidated damages, the Premises, or any part thereof, are relet by Landlord for a term of one (1) year or more, in an arms-length transaction, the amount of rent reserved upon such reletting will be deemed to be the fair rental value for the part of the Premises relet during the term of such reletting.

(d)Landlord shall in no event be responsible or liable for any failure to relet the Premises or any part thereof, or for any failure to collect any rent due upon a reletting, except to the extent of Landlord’s obligations under law, including Landlord’s obligation to mitigate its damages. Landlord shall have no obligation to relet all or any portion of the Premises in preference or priority to any other space Landlord may have available in the Campus for rent or lease and Landlord shall not be deemed to have failed to mitigate its damages if Landlord or any employee, agent or representative of Landlord leases any other space in the Campus (or any other building owned by Landlord or an Affiliate of Landlord) before reletting the Premises or any portion thereof.  Furthermore, Tenant recognizes that the value of the Premises depends upon rental rates, terms of leases, and quality of tenants, and acknowledges that Landlord’s rejection of a prospective replacement tenant (which, in Landlord’s sole judgment, is financially unacceptable, is incompatible, inconsistent, or unacceptable with the character, use and/or image of the Buildings or the Campus, or would otherwise fail to satisfy any of the minimum criteria for a prospective transferee as set forth in Section 16.3 above) or of lease terms which are less favorable to Landlord than those contained herein, or of an offer to lease for a rental below Landlord’s published rates for new leases of comparable space in the Campus or the Comparable Buildings, shall not give rise to any claim that Landlord has failed to adequately mitigate Landlord’s damages.  In addition, in the event of any default hereunder by Landlord, Tenant shall, subject to the terms of this Lease, exercise commercially reasonable efforts to mitigate any damages incurred by Tenant as a result of such default.

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No payment by Tenant or receipt by Landlord of a lesser amount than the rent herein stipulated will be deemed to be other than on account of the earliest stipulated rent. No endorsement or statement on any check or any letter accompanying any payment of rent will be deemed an accord and satisfaction and Landlord may accept any such check or payment without prejudice to Landlord’s right to recover the balance of such rent or pursue any other remedy provided in this Lease.

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Landlord and Tenant each represents and warrants to the other that neither has had any dealings or entered into any agreements with any person, entity, realtor, broker, agent or finder in connection with the negotiation of this Lease other than Brokers.  Landlord and Tenant each hereby indemnify and hold harmless the other from and against any loss, claim, damage, expense (including costs of suit and reasonable attorneys’ fees) or liability for any compensation, commission or charges claimed by any other realtor, broker, agent or finder claiming to have dealt with the indemnifying party in connection with this Lease.  The provisions of this Article 25 will survive the expiration

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or sooner termination of this Lease.  Landlord agrees that it will be responsible for any commission due to Brokers in connection with the execution of this Lease pursuant to the terms of a separate agreement between Landlord and Brokers. Landlord’s failure to timely pay Tenant’s Broker prior to the expiration of any applicable notice and cure period set forth in the commission agreement between Landlord and Tenant’s Broker (the “Tenant’s Broker Commission Agreement”) shall constitute a Specified Landlord Default entitling Tenant to its self-help and offset rights pursuant to Section 20.8 above. The portion of Tenant’s Broker’s commission payable to Tenant in the amount of $4,963,403.65 pursuant to the Tenant’s Broker Commission Agreement and defined therein as the “Third Installment” (the “Broker’s Contribution to Tenant’s TI Fund”) shall be deposited by Landlord into Tenant’s TI Fund upon the first issuance of a Certificate of Occupancy (or Temporary Certificate of Occupancy, if applicable) for any part of the Premises which permits Tenant to occupy any part of the Premises, and shall be used for the same purposes and disbursed in the same manner and subject to the same procedures and requirements as other funds in Tenant’s TI Fund account in accordance with Schedule B-1.

Every notice or other communication required or contemplated by this Lease shall be in writing and sent by:  (a) certified or registered mail, postage prepaid, return receipt requested, or (b) nationally recognized overnight courier, such as Federal Express or UPS, in each case addressed to the intended recipient at the address set forth in the Basic Lease Provisions or at such other address as the intended recipient previously designated by written notice to the other party.  Any notice delivered by the attorney for Landlord or Tenant shall be deemed to be delivered by Tenant or Landlord, as the case may be. The date of the giving of a notice or other communication shall be deemed to be the date of receipt, or refusal to accept delivery, if mailed, or the next business day if sent by overnight courier for next business day delivery.   Email notices shall also be sent to email addresses provided in the Basic Lease Provisions, if any, but shall not be deemed sufficient notice and must be sent in addition to notice in accordance with subparts (a) or (b) above.

Tenant will have no recourse against any individual or entity comprising Landlord or any of the Landlord Indemnified Parties (other than Landlord) in connection with this Lease or the occupancy and/or use of the Premises by Tenant and Tenant’s Visitors; rather, Tenant agrees to look solely to Landlord’s interest and estate in the Buildings (including without limitation any rent, insurance, sale or condemnation proceeds) for the satisfaction of Tenant’s remedies arising out of or related to this Lease.

Landlord will have no recourse against any individual or entity comprising Tenant or any of the Tenant Indemnified Parties (other than Tenant) in connection with this Lease or the occupancy and/or use of the Premises by Tenant and Tenant’s Visitors; rather, Landlord agrees to look solely to the assets of Tenant for the satisfaction of Landlord’s remedies arising out of or related to this Lease.

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(b)If at any time during the Term (as the same may be extended) Landlord determines reasonably and in good faith that the financial condition of the issuer of the then current letter of credit is such that Landlord's ability to draw upon such letter of credit is impaired, restricted, refused or otherwise adversely affected, Tenant shall, within thirty (30) days of Landlord's written request to Tenant, obtain a replacement letter of credit in substitution for the then current letter of credit in the form and amount required herein from an issuer acceptable to Landlord in Landlord's reasonable discretion. If Tenant fails to timely provide Landlord with such replacement letter of credit, Landlord will have the right to cash the letter of credit and to retain the proceeds as security hereunder, subject to the provisions of Section 28.1(a).  In addition, if at any time during the Term (as the same may be extended) a receiver is appointed for any issuer of a letter of credit held by Landlord hereunder, Landlord will have the right to cash such letter of credit and to retain the proceeds as security hereunder, subject to the provisions of Section 28.1(a).

28.2Reduction of Security.  On the Reduction Date, provided that Tenant has not been in default of any monetary obligations or any material non-monetary obligations under this Lease beyond any applicable notice and cure periods within the twelve (12) month period prior to the Reduction Date and Landlord has not delivered to Tenant a notice of default of its monetary obligations or any material non-monetary obligations more than three (3) times prior to the Reduction Date, Tenant shall be entitled to reduce the amount of the Security by fifty percent (50%) so that the Security shall be $4,069,327.50 for the remainder of the Term, as the same may be extended pursuant to Section 31.1.  If Tenant is entitled to a reduction in the Security, Tenant shall replace the Security then being held by Landlord with a letter of credit in the reduced amount set forth in the immediately preceding sentence.  All terms applicable to the Security under this Article 28 shall otherwise apply.

28.3Return of Security.  Provided that Tenant has not received a written notice of default of any monetary obligations or any material nonmonetary obligations under this Lease which default remains uncured as of the expiration of the Term, as the same may be extended pursuant to Section 31.1, the part of the Security (or the remaining undrawn letter of credit) not used, applied, or retained by Landlord in connection with an Event of Default by Tenant under this Lease shall be returned, without interest, to Tenant within thirty (30) days after the end of the Term, as the same may be extended pursuant to Section 31.1, subject to Landlord’s final inspection of the Premises.  Notwithstanding the foregoing, if Landlord, in its sole discretion, has sufficient evidence that the Security has been assigned to an assignee of this Lease, Landlord shall return the Security to such assignee and, upon such return, will be released from all liability with respect to the Security.

28.4Bankruptcy.  In the event of bankruptcy or other debtor-creditor proceeding against Tenant, the Security will be deemed to be applied first to the payment of rent and other charges due Landlord for all periods prior to filing of such proceedings.

28.5Transfer of Security.  In the event of any transfer of title to the Premises or the Buildings or any assignment of Landlord’s interest under this Lease, Landlord will have the right

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to transfer the Security to such transferee, provided that Landlord gives Tenant the name and address of such transferee and satisfies the applicable requirements of the issuer.  The fee for the transfer of the Security shall be paid by Landlord. Following any such transfer of the Security, Landlord will be automatically released from all liability for the return of the Security.  The provisions of this Section 28.5 will apply to every transfer of the Security to a new transferee.

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29.15Quiet Enjoyment.  Landlord covenants that if Tenant shall timely perform all of its obligations hereunder then, subject to the provisions of this Lease, Tenant shall, during the Term, peaceably and quietly occupy and enjoy the full possession of the Premises without hindrance by Landlord or any party claiming through or under Landlord.

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(a)Tenant shall pay to Landlord, as Basic Rent during each Extension Period, the Fair Market Rental Value of the Premises.  “Fair Market Rental Value” means the fair market base rent payable by renewing tenants for comparable Office Use space and Laboratory Use space in Comparable Buildings (taking into account fair market landlord-provided concessions then being offered and accepted for similar transactions in Comparable Buildings, and that Landlord is not providing such concessions for the Extension Period, and other relevant factors) as of the first day of the applicable Extension Period.  In determining Fair Market Rental Value, Landlord and Tenant shall take into account applicable lengths of lease term, differences in size of the space demised, the then current break-down of Office Use space and Laboratory Use space in the Premises, the quality of the Buildings compared to the other Comparable Buildings, the location of the Comparable Buildings, amenities in the Buildings and Comparable Buildings, the ages of the Comparable Buildings, differences in base years or stop amounts for operating expenses and tax escalations and other factors normally taken into account in determining fair market rent. Fair Market Rental Value will not include the cost of improvements or alterations to the Premises which were paid for by Tenant and not reimbursed by Landlord or any of Tenant’s trade fixtures. Fair Market Rental Value shall be determined after taking into account any capital expenditures Tenant is required to pay for an Extension Period that market tenants in Comparable Buildings would not be obligated to pay, including, but not limited to, the Extension Period Late Term Building System Capital Repair and Replacement Costs and/or the balance of Tenant’s Share of the cost of any Late Term Landlord Capital Repair and Replacement not previously paid for by Tenant, as applicable, as may be due to Landlord pursuant to clause (b) in Section 31.1 above.

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(b)If Tenant timely exercises Tenant’s ROFO Right, Landlord and Tenant shall have [**] days to negotiate, in good faith, the terms of a purchase and sale agreement that shall govern Tenant’s purchase of the Sale Property.  During the longer of [**] days or the period in the Revised Sale Offer Notice,  Tenant shall conduct its due diligence investigation of the Sale Property.  If, during such [**] day period, Landlord and Tenant fail to agree upon the terms of a purchase and sale agreement after using reasonable and good faith efforts, then Tenant shall be deemed to have waived Tenant’s ROFO Rights.

[INTENTIONALLY OMITTED]

LANDLORD’S REPRESENTATIONS AND WARRANTIES

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Landlord’s representations and warranties set forth in this Article 37 shall survive for a period of [**] following the Commencement Date, except for Landlord’s representations and warranties set forth in Section 37.1(ix) and (x), which shall survive until [**].

[Remainder of page left blank intentionally.]

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IN WITNESS WHEREOF, the parties have executed this Lease as of the date first above written.

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Schedule B-1

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OFFICE USE FINISH WORK AND LABORATORY USE FINISH WORK

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1.Tenant hereby advises Landlord that Tenant desires to perform certain office-related work (the “Office Use Finish Work”) to the Premises as well as certain laboratory-related work (the “Laboratory Use Finish Work”) to the Premises in accordance with schematic drawings to be prepared by Tenant and approved by Landlord ( “Preliminary Plans”) and Working Plans (as defined below). Tenant shall construct the Office Use Finish Work and the Laboratory Use Finish Work in a good and workmanlike manner and in compliance with all applicable Legal Requirements and the Working Plans.

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2.The parties acknowledge that Tenant has not yet developed plans for the Office Use Finish Work or Laboratory Use Finish Work. After Tenant develops such plans, Tenant shall deliver to Landlord four (4) sets of the Preliminary Plans for the Office Use Finish Work. Tenant shall deliver to Landlord four (4) sets of the Preliminary Plans for the Laboratory Use Finish Work promptly upon completion, and such Preliminary Plans for the Laboratory Use Finish Work may be submitted separately from the Preliminary Plans for the Office Use Finish Work.  Landlord, acting reasonably, shall notify Tenant whether it approves or disapproves of such Preliminary Plans for the Office Use Finish Work and/or the Laboratory Use Finish Work, as applicable, within ten (10) business days after Landlord’s receipt thereof.  If Landlord notifies Tenant of any reasonable objections to such Preliminary Plans for the Office Use Finish Work and/or the Laboratory Use Finish Work, as applicable, (such notice, an “Objection Notice”), Tenant shall make necessary revisions and resubmit the same to Landlord within seven (7) days of Tenant’s receipt of the Objection Notice.  Landlord shall reasonably approve or disapprove such revised Preliminary Plans for the Office Use Finish Work and/or the Laboratory Use Finish Work, as applicable, within five (5) business days after Tenant submits the same to Landlord. Landlord’s approval will be evidenced by endorsement to that effect on one set of the Preliminary Plans for the Office Use Finish Work and the Laboratory Use Finish Work, as applicable, and the return of such signed set to Tenant. If Landlord fails to respond to the proposed Preliminary Plans for the Office Use Finish Work and/or the Laboratory Use Finish Work, as applicable, or any revisions thereof submitted by Tenant with its approval or request for revisions/modification within the time period(s) provided in this Paragraph 2, and such failure continues for more than three (3) business days after receipt by Landlord of the notice from Tenant described in the immediately following sentence, then Landlord shall be deemed to have approved of the proposed Preliminary Plans for the Office Use Finish Work and/or the Laboratory Use Finish Work, as applicable.  The notice provided by Tenant to Landlord shall state in bold or CAPITALIZED LETTERS that “Landlord has failed to respond to Tenant’s submission of the proposed Preliminary Plans as required by Schedule B-1 of the Lease and the continued failure by Landlord to respond for more than three (3) business days after the delivery of this notice shall be deemed Landlord’s consent to the proposed Preliminary Plans”.

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3.(a)  After the approval of the Preliminary Plans for the Office Use Finish Work, Tenant shall cause working plans and specifications to be prepared in conformity with the Preliminary Plans for the Office Use Finish Work. When completed, Tenant shall deliver to Landlord four (4) sets working plans and specifications of the Office Use Finish Work. After the approval of the Preliminary Plans for the Laboratory Use Finish Work, Tenant shall cause working plans and

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specifications to be prepared in conformity with the Preliminary Plans for the Laboratory Use Finish Work. When completed, Tenant shall deliver to Landlord four (4) sets of working plans and specifications of the Laboratory Use Finish Work. The working plans and specifications for the Laboratory Use Finish Work may be submitted separately from the working plans and specifications for the Office Use Finish Work. The working plans and specifications for both the Office Use Finish Work and the Laboratory Use Finish Work shall: (i) be prepared and stamped by a licensed professional engineer and/or architect, both of whom have been approved by Landlord, such approval not to be unreasonably withheld, conditioned or delayed; (ii) be in compliance with all applicable Legal Requirements; and (iii) include, without limitation, construction working drawings, mechanical, electrical, and plumbing drawings (MEPs), fire protection system, safety systems, and other technical specifications, and the finishing details, including without limitation, a list of the types and quality of materials to be used in constructing the Office Use Finish Work and the Laboratory Use Finish Work. Landlord, acting reasonably, shall notify Tenant whether it approves or disapproves of such working plans and specifications with respect to the Office Use Finish Work and/or the Laboratory Use Finish Work, as applicable, within ten (10) business days after Landlord’s receipt thereof.  If Landlord notifies Tenant of any reasonable objections to such working plans and specifications with respect to the Office Use Finish Work and/or the Laboratory Use Finish Work, as applicable (such notice, a “Working Plans Objection Notice”), Tenant shall use commercially reasonable efforts to make necessary revisions and resubmit the same to Landlord within ten (10) business days of Tenant’s receipt of the Working Plans Objection Notice with respect to the Office Use Finish Work and/or the Laboratory Use Finish Work, as applicable.  Landlord shall approve or disapprove such revised working plans and specifications with respect to the Office Use Finish Work and/or the Laboratory Use Finish Work, as applicable, within five (5) business days after Tenant submits the same to Landlord.  Landlord’s approval shall be evidenced by endorsement to that effect on one set of the working plans and specifications with respect to the Office Use Finish Work and the Laboratory Use Finish Work, as applicable, and the return of such signed set to Tenant.  If Landlord fails to respond to the proposed working plans and specifications with respect to the Office Use Finish Work and/or the Laboratory Use Finish Work, as applicable, or any revisions thereof submitted by Tenant with its approval or request for revisions/modification within the time period(s) provided in this Paragraph 3(a), and such failure continues for more than three (3) business days after receipt by Landlord of the notice from Tenant described in the immediately following sentence, then Landlord shall be deemed to have approved of the proposed working plans and specifications with respect to the Office Use Finish Work and/or the Laboratory Use Finish Work, as applicable.  The notice provided by Tenant to Landlord shall state in bold or CAPITALIZED LETTERS that “Landlord has failed to respond to Tenant’s submission of the proposed working plans and specifications as required by Schedule B-1 of the Lease and the continued failure by Landlord to respond for more than three (3) business days after the delivery of this notice shall be deemed Landlord’s consent to the proposed working plans and specifications”. The working plans and specifications approved or deemed approved by Landlord with respect to the Office Use Finish Work and the Laboratory Use Finish Work, as applicable, are hereinafter referred to as the “Working Plans”.

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(b)If Tenant desires any changes to the Working Plans with respect to the Office Use Finish Work and/or the Laboratory Use Finish Work, as applicable (each such change shall be referred to herein as a “Change Order”), Tenant shall submit such proposed Change Order to Landlord.  Within five (5) business days after receipt of any proposed Change Order from Tenant,

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Landlord shall approve all Tenant reasonably requested Change Orders.  In the event of a rejection by Landlord of any proposed Change Order, Tenant may revise such Change Order and re-submit same pursuant hereto. If Landlord fails to respond to a proposed Change Order with respect to the Office Use Finish Work and/or the Laboratory Use Finish Work, as applicable, or any revisions thereof submitted by Tenant with its approval or request for revisions/modification within the time period provided in this Paragraph 3(b), and such failure continues for more than three (3) business days after receipt by Landlord of the notice from Tenant described in the immediately following sentence, then Landlord shall be deemed to have approved of the proposed Change Order with respect to the Office Use Finish Work and/or the Laboratory Use Finish Work, as applicable.  The notice provided by Tenant to Landlord shall state in bold or CAPITALIZED LETTERS that “Landlord has failed to respond to Tenant’s submission of the proposed Change Order as required by Schedule B-1 of the Lease and the continued failure by Landlord to respond for more than three (3) business days after the delivery of this notice shall be deemed Landlord’s consent to the proposed Change Order”. All plans submitted by Tenant to Landlord must be signed and sealed. All Change Order requests and information pertaining thereto shall be conveyed to Landlord by Tenant’s designated representative. Tenant shall designate Tenant’s designated representative contemporaneously with submission of the Preliminary Plans and may change its designated representative by notice to Landlord.

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4.Tenant agrees that it shall enter into a guaranteed maximum (fixed) price contract with Vision Construction pursuant to an AIA Form A102 and A201 contract (“Construction Contract”) subject to the reasonable approval of Tenant, for the performance of the Office Use Finish Work and at Tenant’s discretion, the Laboratory Use Finish Work. Landlord shall instruct Vision Construction to negotiate, and Tenant agrees to negotiate, the terms of the Construction Contract in good faith in a prompt and diligent manner.  At a minimum, the Construction Contract shall be a guaranteed maximum price subject to competitive bidding of subcontractors and other trades, all fees, insurance costs, overhead and markup shall be consistent with market for tenant improvement work to accommodate similar uses in Comparable Buildings located in the Central New Jersey geographic area, and shall contain liquidated damages for late delivery.  If the Construction Contract is not executed within a reasonable time after the Commencement Date, then Tenant and Vision Construction (as instructed by Landlord) shall use the dispute resolution procedure of Article 33 to resolve any open issues and the costs incurred by engaging in such dispute resolution procedure that are not payable by Tenant pursuant to Article 33 shall be payable by Vision Construction. Tenant shall have the right to recommend inclusion in bids of its designated qualified subcontractors, subject to the terms and conditions of the Construction Contract. Tenant shall have the right to designate its preferred subcontractors for the performance of specialty work that is part of the Laboratory Use Finish Work, which designated subcontractors shall be subject to Landlord’s approval which shall not be unreasonably withheld, conditioned or delayed. Tenant shall have the right to choose its own Laboratory Use Finish Work general contractor in its reasonable discretion.

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5.Tenant agrees that, if requested by Landlord, Tenant’s contractors shall not be labor union members; provided that sufficiently skilled non-union labor is available and competitively priced.  If Tenant’s contractors do not work in harmony with, or interfere with, other labor employed by Landlord, by Landlord’s contractors, or by Vision Construction or its contractors, or in the event of the occurrence of any work stoppage, strike or other labor dispute on the Premises or the Campus

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arising out of or in connection with Tenant’s contractors, then Landlord will have the right to require Tenant to remove or to cause the removal of those contractors designated by Landlord.

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6.Prior to entering upon the Premises, Tenant shall submit proof to Landlord’s satisfaction that Tenant has in full force and effect the insurances required under Article 14 of the Lease.

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7.(a)Within thirty (30) days of Landlord’s approval of the Preliminary Plans with respect to the Office Use Finish Work and/or the Laboratory Use Finish Work, as applicable, Tenant shall provide Landlord with an estimate of the cost of constructing the Office Use Finish Work and/or the Laboratory Use Finish Work, as applicable (the “Estimated Cost” of the Office Use Finish Work and/or the Laboratory Use Finish Work, as applicable). Tenant agrees within five (5) business days after the date of this Lease to fund into an account held by Landlord in a segregated tenant security type account, an amount equal to $3,617,180.00 which shall be administered by Landlord and utilized by Tenant for Reimbursable Costs (“Tenant’s TI Fund”) which Tenant shall be entitled to requisition from time to time as Tenant shall determine. Landlord agrees to pay to Tenant an amount equal to the lesser of (i) Thirty-Six Million One Hundred Seventy-One Thousand Eight Hundred and 00/100 Dollars ($36,171,800.00) ($100.00 per rentable square foot of the Premises), and (ii) the actual out-of-pocket Reimbursable Costs incurred by Tenant in connection with the construction of the Office Use Finish Work and the Laboratory Use Finish Work (such lesser amount being hereinafter referred to as the “Allowance”). “Reimbursable Costs” means the cost of labor and materials, architectural fees, engineering fees, construction management fees, design fees, permit fees, insurance premiums, and other similar “hard costs” and “soft costs” in connection with the construction of the Office Use Finish Work and the Laboratory Use Finish Work and furniture, fixtures and equipment for the Premises. Tenant shall be permitted to allocate the Allowance between the cost of constructing the Office Use Finish Work and the Laboratory Use Finish Work as reasonably determined by Tenant. Landlord shall also grant Tenant an additional allowance in an amount not to exceed $[**] for Tenant’s construction of a “Grab and Go” food service facility in a location mutually acceptable to Landlord and Tenant, pursuant to plans and having a size, configuration and specifications mutually acceptable to Landlord and Tenant, which additional amount shall be added to the Allowance. Tenant and Landlord shall also each have the right, following delivery of a Conversion Notice given to the other party no earlier than January 1, 2023, and no later than the day immediately preceding the third (3^rd) year anniversary of the Commencement Date, to convert all or any portion of the value of the abatement of Basic Rent provided in the Basic Lease Provisions into additional Allowance for use by Tenant in connection with the construction of the Office Use Finish Work and the Laboratory Use Finish Work on a dollar for dollar basis and Tenant shall have access to such amounts so converted in the same manner and subject to the same procedures and requirements as provided herein with respect to the Allowance. It is acknowledged that the Office Use Finish Work and Laboratory Use Finish Work shall be two separate projects and that the process described herein for the disbursement of Allowance and Tenant’s TI Fund shall apply to all Reimbursable Costs submitted by Tenant to Landlord in accordance with this Section. Notwithstanding anything in this Schedule B-1 to the contrary, Reimbursable Costs in connection with the performance of the Office Use Finish Work and/or the Laboratory Use Finish Work shall first be requisitioned by Tenant and disbursed by Landlord from the Tenant’s TI Fund until the full amount of the Tenant’s TI Fund has been utilized. Upon full expenditure of Tenant’s TI Fund, Tenant shall be entitled to draw on the full amount of the Allowance to pay for any other

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Reimbursable Costs it incurs. For the sake of clarity, if, after Tenant’s initial payment of $3,617,180.00 into Tenant’s TI Fund is fully utilized and disbursements from the Allowance to pay Reimbursable Costs have commenced, Broker’s Contribution to Tenant’s TI Fund is made into Tenant’s TI Fund, then from that point forward all disbursements for payment of Reimbursable Costs shall be made from Tenant’s TI Fund, as replenished by Broker’s Contribution to Tenant’s TI Fund, until such time that the full amount of Tenant’s TI Fund has again been utilized, at which point disbursements from the Allowance to pay Reimbursable Costs shall resume. Tenant shall be responsible to pay directly to its contractor or vendors any excess of the actual cost of the Office Use Finish Work and the Laboratory Use Finish Work over the Allowance and Tenant’s TI Fund (the “Excess”). The Allowance shall be utilized in full before Tenant is required to pay for any Excess out of its own funds.

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(b)Provided there shall exist no Event of Default by Tenant at such time, Landlord shall pay to Tenant the Allowance in the manner set forth in this Section 7(b). If an Event of Default results in nonpayment of the Allowance, upon the curing of the Event of Default the payments of the Allowance shall resume. Landlord shall make monthly progress payments of the Allowance for the Office Use Finish Work and/or the Laboratory Use Finish Work, as applicable, either directly to specified vendors of Tenant or to Tenant, as specified by Tenant, equal to the total amount of invoices for the Office Use Finish Work and/or the Laboratory Use Finish Work, as applicable which are covered by the applicable monthly requisition by Tenant’s architect plus any other Reimbursable Costs incurred by Tenant for which invoices are provided, less a retainage equal to the lesser of (i) [**] percent ([**]%), or (ii) the retainage set forth in the applicable construction contract (but in any event such retainage shall not be less than [**] percent ([**]%) except upon Substantial Completion when it may be reduced to a percentage of the value of the work remaining to be completed). Landlord shall make such progress payments within the time period set forth in the applicable construction contract for the performance of the Office Use Finish Work and the Laboratory Use Finish Work, as applicable, from and after receipt of a complete AIA Form No. G702 therefor signed by Tenant’s architect (but not more frequently than one time per month), which requisition shall set forth the names of each vendor, supplier, consultant, contractor, subcontractor, materialman, architect and engineer to whom payment is due and the amount due to each of them, and shall include (i) a certificate from Tenant’s architect which certifies that the portion of the Office Use Finish Work or the Laboratory Use Finish Work, as applicable, described in such requisition has been substantially completed in accordance with the Working Plans with respect to the Office Use Finish Work or the Laboratory Use Finish Work, as applicable, and that all materials for which payment is requested in such requisition have actually been delivered to the Premises or bonded storage, (ii) with the exception of the first requisition, copies of waivers of lien, in form and substance reasonably satisfactory to Landlord, from all contractors, subcontractors, materialmen, architects and engineers covering all work, materials and services which were the subject of all previous requisitions that have been paid, or lien waivers to be held in escrow for requisitions that have not yet been paid.

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(c)Landlord shall disburse the [**] percent ([**]%) retainage (or such other retainage amount as may be set forth in the applicable construction contract) to Tenant after Substantial Completion of the Office Use Finish Work or the Laboratory Use Finish Work, as applicable, acknowledging that each of the Office Use Finish Work and Laboratory Use Finish Work shall be

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treated as separate projects with separate budgets and retainage.  “Substantial Completion” with respect to the Office Use Finish Work and the Laboratory Use Finish Work, as applicable, shall mean delivery to Landlord of all of the following (i) invoices or other evidence (including, without limitation, lien waivers) reasonably satisfactory to Landlord of the amounts paid by Tenant from the Excess, or by Landlord from the Allowance or Tenant’s TI Fund, as applicable, for the Reimbursable Costs incurred by Tenant for the Office Use Finish Work or the Laboratory Use Finish Work, as applicable, if not directly paid by Landlord at Tenant’s request, (ii) a certificate from a financial officer of Tenant which certifies that Tenant incurred such costs, (iii) a certificate from Tenant’s architect which certifies that the Office Use Finish Work or the Laboratory Use Finish Work, as applicable, has been completed substantially in accordance with the Working Plans with respect to the Office Use Finish Work or the Laboratory Use Finish Work, as applicable, and in compliance with all applicable Legal Requirements, and (iv) a temporary or other certificate of occupancy issued by the Township of Warren evidencing that the Office Use Finish Work or the Laboratory Use Finish Work, as applicable, has been completed; provided, however, that if Tenant delivers a temporary certificate of occupancy, Tenant shall diligently complete all unfinished work as required by the Township of Warren in order to obtain a permanent certificate of occupancy, and shall deliver to Landlord a copy of permanent certificates of occupancy covering the entire Premises promptly following Tenant’s receipt of same.  Following final completion of the Office Use Finish Work or Laboratory Use Finish Work, as applicable, Tenant shall provide to Landlord final working drawings, with amendments, or the As Built Plans, and the disk carrying the same.

(d)If Tenant fails to pay a contractor, subcontractor, materialman, architect or engineer in connection with the Office Use Finish Work and/or the Laboratory Use Finish Work, Landlord shall have the right, but not the obligation, to pay to such contractor, subcontractor, materialman, architect or engineer at such time as Landlord shall determine in its discretion, all sums so due from and payable by Tenant, and Landlord shall have all remedies available to Landlord at law or in equity for collection of all sums so paid by Landlord and due to Landlord from Tenant and  Landlord may use all or any portion of the retainage to make such a payment. Notwithstanding the provisions of the immediately preceding sentence, Landlord shall give Tenant no less than thirty (30) days’ notice prior to making any payment to a contractor, subcontractor materialman, architect or engineer.  If within ten (10) days after the giving of such notice, Tenant notifies Landlord in writing that, in good faith, it is disputing the right of such contractor, subcontractor, materialmen or engineer to receive such payment, Landlord shall not make any such payment to the contractor, subcontractor materialman, architect or engineer.  Tenant agrees that it shall comply with the provisions of Article 13 of the Lease as a result of such non-payment.  

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(e)Landlord shall have no responsibility to, nor privity of agreement with, any contractors, subcontractors, suppliers or third party vendors by reason of reimbursement to Tenant of an amount equal to the Allowance.

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APPENDIX I

DEFINITIONS

As used in this Lease, the following terms have the following meanings:

AAA: defined in Section 5.2(b).

Abated Rent: defined in the Basic Lease Provisions.

Acceptable Subtenant: defined in Section 16.15.

Acceptable Net Worth Threshold: defined in Section 14.1(c).

Acceptance Notice: defined in Section 33.1(b).

Additional Insureds: defined in Section 14.1(a).

Additional Rent:  defined in Section 3.2.

Adverse Variance Result: defined in Section 32.1(a).

Affiliate: any entity controlled by, under common control with or which controls a party or in which such party, directly or indirectly, has a twenty-five percent (25%) or greater voting or ownership interest.

Allowance: defined in Schedule B-1.

Allowance and Excess Percentage: defined in Schedule B-1.

Amenity Building:  defined in Section 2.2.

Anticipated Restoration Date: defined in Section 17.2.

Arbitrator:  defined in Section 33.1(a).

Association:  defined in Section 2.6.

Audit Period:  defined in Section 5.2(a).

Bankruptcy Code: Title 11 of the United States Code, as amended, and all rules and regulations promulgated pursuant thereto.

Base Index Number:  defined in Section 14.1(a).

Basic Rent:  defined in the Basic Lease Provisions.

Broker:  defined in the Basic Lease Provisions.

Broker’s Contribution to Tenant’s TI Fund: defined in Article 25.

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Building 400:  defined in the Basic Lease Provisions.

Building 400 Land: defined in the Basic Lease Provisions.

Building 400 Prep Work: defined in Schedule B.

Building 500:  defined in the Basic Lease Provisions.

Building 500 Land: defined in the Basic Lease Provisions.

Building System: defined in Section 7.1(a).

Building System Demands Summary: defined in Section 7.1(a).

Buildings:  defined in the Basic Lease Provisions.

By-Laws: means the corporate “By-Laws” of the Association.

Campus: defined in Section 2.6.

Campus Monument Sign: defined in Section 32.1(c).

Change Order: defined in Schedule B-1.

Commencement Date:  defined in the Basic Lease Provisions.

Common Facilities: defined in Section 2.6.

Common Utility Lines: any sanitary sewer, domestic and fire water systems, electric power, telephone cables and lines, and other utility connections exclusive of the portion of such lines and connections that are exclusively serving the Buildings, the Parking Decks or any other buildings and parking decks in the Campus.

Comparable Buildings:  defined in the Basic Lease Provisions.

Conversion Notice:  defined in the Basic Lease Provisions.

Critical Default Cure Period: defined in Section 20.8.

Critical Specified Landlord Default: Any default or breach of Landlord’s performance obligations under this Lease that has more than a de minimis adverse effect or would adversely impact or interrupt (beyond a de minimis amount) the following key business operations at the Premises: (a) [**], (b) data center operations, (c) laboratory operations, (d) temperature controlled laboratory equipment operations or (e) parking in the Parking Deck (but only if Landlord is unable to provide a temporary, alternative parking arrangement that is reasonably acceptable to Tenant at no additional cost to Tenant).

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Current Index Number:  defined in Section 14.1(a).

Declaration: defined in Section 2.6.

Declaration Charges: defined in Section 5.1.

Default Interest Rate: [**] percentage points over the Prime Rate.

Emergency:  defined in Section 19.1.

Environmental Laws:  all current and future statutes, regulations, codes and ordinances of any governmental entity, authority, agency and/or department relating to (i) air emissions, (ii) water discharges, (iii) noise emissions, (iv) air, water or ground pollution, or (v) any other environmental or health matter.

Environmental Reports: that certain Final Phase I Environmental Site Assessment/Preliminary Assessment for Warren Corporate Center, 283-291 King George Road, Block 37, Lots 13.02, 13.03, 13.04, 13.05, 13.07, 19, 22, 23 and 24 and Block 35, Lot 6.01, Township of Warren, Somerset County, New Jersey prepared by EcolSciences, Inc. and dated February 3, 2016.

Estimated Cost: defined in Schedule B-1.

Event of Default: defined in Section 19.1.

Excess:  defined in Schedule B-1.

Excluded Transactions:  defined in Section 35.1.

Exclusive Period: defined in Section 35.1.

Excusable Delay: any delay caused by governmental action, or lack thereof (including, without limitation, delays in providing inspections, approvals or certificates); shortages or unavailability of materials; labor disputes (including, but not limited to, strikes, slowdowns, job actions, picketing and/or secondary boycotts but not against Landlord); fire, explosion or other casualty; delays in transportation; delays due to adverse weather conditions, acts of God; national or global pandemic (including but not limited to COVID-19), regional epidemic; quarantine restrictions. directives or requests by any governmental entity, authority, agency or department; any court or administrative orders or regulations; adjustments of insurance; acts of declared or undeclared war, warlike conditions in this or any foreign country, acts of terrorism, public disorder, riot or civil commotion; or by anything else beyond the reasonable control of Landlord or Tenant, as applicable, including delays caused directly or indirectly by an act or a failure to act by Tenant or Tenant’s Visitors or Landlord or Landlord’s Agents, as applicable.

Expense Arbiter: defined in Section 5.2(b).

Expiration Date:  defined in the Basic Lease Provisions.

Extended Restoration Period: defined in Section 17.4(b).

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Extension Option Exercise Notice Period: defined in Section 31.1.

Extension Period: defined in Section 31.1.

Extension Period Late Term Building System Capital Repairs and Replacement Costs: defined in Section 7.1(c)(iv).

Fair Market Rental Value:  defined in Section 31.2(a).

Generators:  the emergency generators serving the Buildings.

HVAC: the ventilating, air-conditioning and cooling in the Buildings.

Index:  defined in Section 14.1(a).

Index Number:  defined in Section 14.1(a).

Insurance Payments: defined in Section 14.1(g).  

Insurance Requirements: all terms of any insurance policy maintained by Landlord or Tenant with respect to the Premises and all requirements of the National Board of Fire Underwriters (or any other body exercising similar function) applicable to or affecting all or any part of the Premises.

IRC: defined in Section 7.1(c).

ISRA: defined in Section 11.1.

Laboratory Use: defined in the Basic Lease Provisions.

Laboratory Use Finish Work: defined in Schedule B-1.

Land: defined in the Basic Lease Provisions.

Landlord:  the party defined as such in the first paragraph of this Lease, including at any time after the date hereof, the then owner of Landlord’s interest in the Premises.

Landlord Indemnified Parties: defined in Section 11.6.

Landlord Payment Default: defined in Section 20.8.

Landlord Useful Life Warranty Period: defined in Section 7.1(c)(v).

Landlord Useful Life Warranty Period Work: defined in Section 7.1(c)(v).

Landlord’s Agents:  defined in Section 11.9.

Landlord’s Base Building Work: defined in Schedule B.

Landlord’s Default Dispute Notice: defined in Section 20.8.

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Landlord’s Knowledge: defined in Section 2.2(c).

Landlord’s Share: defined in Section 7.1(c)(v).

Late Term Building System Capital Repair and Replacement: defined in Section 7.1(c)(i).

Late Term Landlord Capital Repair and Replacement: defined in Section 7.2(b)(i).

Lease Year: each calendar year, or partial calendar year, during the Term.

Legal Requirements: all statutes, codes, ordinances, regulations, rules, orders, directives and requirements of any governmental or quasi-governmental entity, authority, agency, bureau, board, office, commission and/or department (or official thereof), and including covenants and restrictions of record, which now or at any time hereafter may be applicable to the Premises or any part thereof, including, but not limited to, all Environmental Laws.

Liabilities: defined in Section 11.6.

Lien:  any mortgage, pledge, lien, charge, encumbrance or security interest of any kind, including any inchoate mechanic’s or materialmen’s lien.

Lot Owner:  means each owner of a separate taxable parcel included within the Campus as defined in the Declaration.

Major Work:  defined in Section 7.3(b).

Management Standard:  defined in Section 9.2(a).

Master Landlord:  the landlord under any ground lease or lease of all or any portion of the Premises, subject to the space leases, which may now or hereafter affect all or any portion of the Premises.

Maximum Late Term Restoration Period: defined in Section 17.4(a).

Maximum Restoration Period: defined in Section 17.4(b).

Minor Alterations: defined in Section 7.3(a).

Net Award:  any insurance proceeds or condemnation award payable in connection with any damage, destruction or Taking, less any reasonable expenses incurred by Landlord in recovering such amount.

Net Rental Proceeds:  in the case of a sublease, the amount by which the aggregate of all rents, additional charges or other consideration payable under a sublease to Tenant by the subtenant (including sums paid for the sale or rental of leasehold improvements, but not for Tenant’s trade fixtures, trade equipment, furniture or other personal property to the extent that the sums paid for these items do not exceed the fair market value of such items) exceeds the sum of (i) the Basic Rent plus all amounts payable by Tenant pursuant to the provisions hereof during the term of the sublease in respect of the subleased space, (ii) actual brokerage commissions, providing same are

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at prevailing rates, due and owing to a real estate brokerage firm, (iii) reasonable legal fees incurred by Tenant in connection with the sublease, (iv) free rent granted to the subtenant, (v) cost of work incurred by Tenant in preparing the any portion of the Buildings for the sublease,(vi) the then net unamortized or undepreciated cost of the fixtures, leasehold improvements, equipment, furniture or other personal property included in the subletting, (vii) cash allowances and (viii) other consultant costs actually incurred; and in the case of an assignment, the amount by which all sums and other considerations paid to Tenant by the assignee of this Lease for or by reason of such assignment (including sums paid for the sale of Tenant’s fixtures, leasehold improvements, equipment, furniture or other personal property) exceeds the sum of (i) actual brokerage commissions, provided same are at prevailing rates due and owing to a real estate brokerage firm, (ii) the then net unamortized or undepreciated cost of the fixtures, leasehold improvements, equipment, furniture or other personal property sold to the assignee, (iii) reasonable legal fees incurred by Tenant in connection with the assignment, (iv) free rent, cash payments and other concessions granted to the assignee, and (v) other consultant costs actually incurred.

Non-Disturbance Agreement: defined in Section 23.1(b).

NJDEP: defined in Section 11.5(a).

Objection Notice: defined in Schedule B-1.

OFAC: defined in Article 30.

Offer Notice: defined in Section 33.1.

Office Use: defined in the Basic Lease Provisions.

Office Use Finish Work: defined in Schedule B-1.

Offset Amount: defined in Section 20.8.

Offset Notice: defined in Section 20.8.

Operating Expense Exclusions:  defined in Schedule E.

Operating Expenses: defined in Section 5.1(a).

Order or Orders: defined in Article 30.

Outside Offer:  defined in Section 35.1.

Parking Deck: defined in the Basic Lease Provisions.  

Payment Resolution Date: defined in Section 20.8.

Permitted Use:  defined in the Basic Lease Provisions.

Phase I Premises:  defined in the Basic Lease Provisions.

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Phase II Premises:  defined in the Basic Lease Provisions.

Preliminary Plans: defined in Schedule B-1.

Premises:  defined in the Basic Lease Provisions.

Premises Monument Signs: defined in Section 32.1(b).

Prime Rate:  the prime commercial lending rate publicly announced from time to time by Citibank N.A. or its successor bank.

Property Insurance: defined in Section 14.1(g).

Property Management Agreement: defined in Section 9.2.  

property manager:  defined in Section 9.2(a).

Reimbursable Costs: defined in Schedule B-1.

Reimbursable Portion of Late Term Building System Capital Repairs and Replacements: defined in Section 7.1(c)(iv).

Rent Payment Date:  the first day of each consecutive calendar month during the Term.

Resolution Date:  defined in Section 20.8.

Restoration:  the restoration, replacement or rebuilding of the Premises or any portion thereof (other than the Office Use Finish Work and the Laboratory Use Finish Work and any other Tenant Improvements) as nearly as practicable to its value, condition, design, and character immediately prior to any damage, destruction, or Taking, in accordance with plans and specifications reasonably approved by Landlord immediately prior to the commencement thereof.

Restoration Period: defined in Section 17.4(b).

Restoration Shortfall Deficiency: defined in Section 17.2(b).

Restoration Shortfall Excess: defined in Section 17.2(b).

Revised Sale Offer Notice:  defined in Section 35.1.

Rooftop Equipment: defined in Section 34.1.

Sale Offer Notice:  defined in Section 35.1.

Sale Property:  defined in Section 35.1.

Second Self Help Notice: defined in Section 20.8.

Secured Area:  defined in Section 21.5.

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Self Help Cure Period: defined in Section 20.8.

Self Help Notice: defined in Section 20.8.

Self Help Reimbursement Cost: defined in Section 20.8.

Self Help Reimbursement Notice: defined in Section 20.8.

Security:  defined in the Basic Lease Provisions.

Specified Landlord Default: defined in Section 20.8.

Substantial Completion: defined in Schedule B-1.

Successor Entity: defined in Section 16.6.

Supervisory Fee: defined in Schedule B-1.

System Maintenance Contract: defined in Section 7.1(a).

Tail Amount: defined in Section 7.1(c)(v).

Taking:  a taking or transfer of all or any part of the Premises, or any interest therein or right accruing thereto, as the result of, or in lieu of, or in anticipation of, the exercise of the right of condemnation or eminent domain pursuant to any law, general or special, or by reason of the temporary requisition of the use or occupancy of the Premises or any part thereof, by any governmental authority, civil or military.

Taxes:  with respect to each governmental authority levying or imposing the same, all taxes and assessments (general, special, betterment, ordinary or extraordinary, foreseen and unforeseen) levied, charged, assessed, imposed upon or which become due and payable out of or in respect of and become a lien on the Land, the Buildings, the Parking Decks and all improvements constructed on the Land from time to time (whether or not the Land and the improvements are billed separately), including, without limitation, charges imposed in respect of the ownership, operation, management, use, leasing or alteration of the Premises, or any portion thereof; the various estates in and to the Premises, or any portion thereof; the Basic Rent and Additional Rent payable to Landlord pursuant to this Lease; all water and sewer rents and charges; and all franchise, income, profit or other taxes, fees and charges, however designated, which, due to a future change in the method of taxation, may be levied or imposed on Landlord in substitution in whole or in part for, or in lieu of, or in addition to, any tax which would otherwise constitute Taxes, as heretofore defined, including, without limitation, so called “Pilot payments” under financial agreements with the Town of Warren.  Nothing contained in this Lease shall require Tenant to pay any sales, use, estate, inheritance, gift, succession, capital stock, excess profit, corporate franchise or income tax of Landlord, any fines, interest or penalties resulting from delinquent payments in respect of such excluded taxes, and any transfer tax incurred due to Landlord’s transfer of ownership to the Premises, in whole or in in part, nor shall any of same be deemed Taxes, except as provided in the immediately preceding sentence. Notwithstanding anything in this Lease to the contrary, Tenant

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shall have no obligation to pay for any Taxes assessed against the Premises that are attributable to a period of time prior to the Commencement Date or after the Expiration Date.

Tenant:  the party defined as such in the first paragraph of this Lease.

Tenant Delay: defined in Section 2.4(b).

Tenant Improvements:  defined in Section 7.3(b).

Tenant’s Broker Commission Agreement:  defined in Article 25.

Tenant’s Campus Proportionate Share: defined in the Basic Lease Provisions.

Tenant’s C.O. Request Date: defined in Schedule B.

Tenant’s Extension Option Exercise Notice:  defined in Section 31.1.

Tenant’s Financed Property:  defined in Section 23.2(a).

Tenant’s Notice:  defined in Section 16.2.

Tenant’s ROFO Right:  defined in Section 35.1.

Tenant’s Share: defined in Section 7.2(b)(iii).

Tenant’s TI Fund: defined in Section 7(a) of Schedule B-1.

Tenant’s Visitors: Tenant’s agents, servants, employees, subtenants, contractors, invitees, licensees and all other persons invited by Tenant onto and/or into the Premises as guests or doing lawful business with Tenant.

Term:  defined in the Basic Lease Provisions.

Underlying Encumbrance: defined in Section 23.1(a).

Vision Construction: defined in Section 7.3(b).

Vision Management: defined in Section 5.1(a).

Wiring: defined in Section 7.8.

Working Plans: defined in Schedule B-1.

Working Plans Objection Notice: defined in Schedule B-1.