Exhibit 10.29
LEASE AGREEMENT
THIS LEASE AGREEMENT (this “Lease”) is made this ___22__ day of February, 2022, between ARE-WINTER STREET PROPERTY, LLC, a Delaware limited liability company (“Landlord”), and INTELLIA THERAPEUTICS, INC., a Delaware corporation (“Tenant”).
Building: That certain to-be-renovated 3-story building located at 840 Winter Street, Waltham, Massachusetts.
Premises: Those portions of the first, second and third floors of the Building, commonly known as Suite 100, containing approximately 139,984 rentable square feet, subject to re-measurement as set forth in Section 5 below, as shown on Exhibit A.
Project: The real property on which the Building in which the Premises are located, together with all improvements thereon and appurtenances thereto as described on Exhibit B.
Base Rent: Initially, $73.50 per rentable square foot of the Premises per year, subject to adjustment pursuant to Section 4 hereof.
Rentable Area of Premises: 139,984 sq. ft.
Rentable Area of Building and Project: 168,214 sq. ft.
Tenant’s Share of Operating Expenses: 83.22%
Security Deposit: $6,001,814.00, subject to adjustment pursuant to Section 6.
Target Commencement Date: April 19, 2024
Rent Adjustment Percentage: 3%
Base Term: Beginning on the Commencement Date and ending 144 months from the first day of the first full month following the Commencement Date. For clarity, if the Commencement Date occurs on the first day of a month, the expiration of the Base Term shall be measured from that date. If the Commencement Date occurs on a day other than the first day of a month, the expiration of the Base Term shall be measured from the first day of the following month.
Permitted Use: Life sciences research and development laboratory, manufacturing, general office, related mechanical space and other ancillary uses consistent with the character of the Project and otherwise in compliance with the provisions of Section 7 hereof.
Address for Rent Payment: Landlord’s Notice Address:
ARE-Winter Street Property, LLC 26 North Euclid Avenue
P.O. Box 22547 Pasadena, CA 91101
New York, NY 10087-2547 Attention: Corporate Secretary
Tenant’s Notice Address
40 Erie Street
Cambridge, Massachusetts 02139
Attention: Chief Financial Officer
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With a copy to:
Intellia Therapeutics, Inc.
20 Erie Street
Cambridge, Massachusetts 02139
Attention: Legal Department
As a courtesy, copies of notices provided by Landlord to Tenant under this Lease shall be sent to Glenn.Goddard@intelliatx.com and to ntlanotice@intelliatx.com.
The following Exhibits are attached hereto and incorporated herein by this reference:
[X] EXHIBIT A - PREMISES DESCRIPTION [X] EXHIBIT B - DESCRIPTION OF PROJECT
[X] EXHIBIT C - WORK LETTER [X] EXHIBIT D - COMMENCEMENT DATE
[X] EXHIBIT E - RULES AND REGULATIONS [X] EXHIBIT F - TENANT’S PERSONAL PROPERTY
[X] EXHIBIT G - BUILDING SIGN LOCATION
In addition, if the Premises ever consists of the entire rentable area of the Building pursuant to Section 39 and/or Section 40, Landlord shall have the right to require Tenant (and Tenant shall, promptly after Landlord’s request to do so) execute an amendment to the Lease in a commercially reasonable form reasonably acceptable to Tenant and Landlord, and prepared by Landlord to address, among other things, matters associated with converting the Building from a multi-tenant building to a single-tenant building, including, without limitation, (i) Common Areas, (ii) maintenance and repair responsibilities, (iii) Operating Expenses, (iv) the Building signage (which may be exclusive), (v) allocation of parking and reserved parking spaces, and (vi) rules and regulations.
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The “Commencement Date” shall be the earlier of: (i) the date Landlord Delivers the Premises to Tenant with Landlord’s Work Substantially Completed; or (ii) the date Landlord could have Delivered the Premises but for Tenant Delays. Upon request of either party, Landlord and Tenant shall execute and deliver a written acknowledgment of the Commencement Date and the expiration date of the Term when such are established in the form of the “Acknowledgement of Commencement Date” attached to this Lease as Exhibit D; provided, however, either party’s failure to execute and deliver such acknowledgment shall not affect the other party’s rights hereunder. The “Term” of this Lease shall be the Base Term, as defined above on the first page of this Lease and any Extension Terms which Tenant may elect pursuant to Section 41 hereof.
Landlord and Tenant acknowledge and agree that (w) as of the date of this Lease there exist significant global supply chain delays and shortages of construction materials, supplies and equipment (collectively, “Supply Chain Delays”), (x) the availability of fixtures, equipment and/or materials required for the performance and/or Substantial Completion of Landlord’s Work (collectively, “Required Materials”), may be subject to longer lead times than normally anticipated due to such Supply Chain Delays, (y) the unavailability or delayed delivery of Required Materials may result in disruption to progress of the construction of Landlord’s Work in the ordinary course, and (z) the Target Commencement Date shall be delayed for a period equal to the delay in the Substantial Completion of Landlord’s Work resulting directly or indirectly from the unavailability or delayed delivery of Required Materials.
Tenant has requested the right to occupy that certain portion of the Premises (the “Phase 1 Space”) prior to the Commencement Date by the date set forth on the construction schedule attached to the Work Letter as Schedule 1, and Landlord has agreed, subject to the terms of the Work Letter, to use reasonable efforts to accelerate the work of the Tenant Improvements in the Phase 1 Space to accommodate Tenant’s request. The location of the Phase 1 Space shall be mutually agreed upon by Landlord and Tenant following completion of the Space Plans (as defined in the Work Letter) for the Tenant Improvements. Landlord shall deliver to Phase 1 Space to Tenant upon the Substantial Completion of the Tenant Improvements in the Phase 1 Space (the “Delivery Date”). Commencing on the Delivery Date, Tenant shall commence paying Base Rent at the rate of $73.50 per rentable square foot per year plus Operating Expenses with respect to the Phase 1 Space. Tenant acknowledges and agrees that Landlord will continue to perform Landlord’s Work in the balance of the Premises while Tenant is occupying Phase 1 Space, that Landlord’s completion of Landlord’s Work in the balance of the Premises may adversely affect Tenant’s use and occupancy of the Phase 1 Space, and that prior to the Substantial Completion of Landlord’s Work in the balance of the Premises, there will continue to be construction noise, vibrations and dust associated with Landlord’s construction of Landlord’s Work in the balance of the Premises; provided however, in the event Tenant reasonably believes that Landlord’s Work in the balance of the Premises while Tenant would be occupying Phase 1 Space, would materially and adversely affect Tenant’s intended use of the Phase 1 Space, Tenant shall have the right to delay the Delivery Date until such time as the Landlord’s Work in the balance of the Premises no longer materially and adversely affects Tenant’s intended use of the Phase 1 Space as reasonably determined by Tenant.
In addition to Tenant’s early occupancy of the Phase 1 Space pursuant to the immediately preceding paragraph and notwithstanding anything to the contrary contained herein, to the extent that Landlord’s Work is Substantially Completed in any portion of the Premises other than the Phase 1 Space (each, a “Completed Area”) and Tenant’s occupancy of such Completed Area will not materially interfere
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with Landlord’s construction of Landlord’s Work in the balance of the Premises, Tenant may elect, by delivery of written notice to Landlord, to occupy such Completed Area prior to the Commencement Date. Tenant shall commence paying Base Rent at the rate of $73.50 per rentable square foot per year plus Operating Expenses with respect to any such Completed Area that Tenant elects to occupy pursuant to the immediately preceding sentence on the date that Landlord delivers such Completed Area to Tenant for Tenant’s early occupancy. Tenant acknowledges and agrees that Landlord will continue to perform Landlord’s Work in the balance of the Premises while Tenant is occupying such Completed Area(s), that Landlord’s completion of Landlord’s Work in the balance of the Premises may adversely affect Tenant’s use and occupancy of the Completed Area(s), and that prior to the Substantial Completion of Landlord’s Work in the balance of the Premises, there will continue to be construction noise, vibrations and dust associated with Landlord’s construction of Landlord’s Work in the balance of the Premises.
Except as set forth in the Work Letter (including Landlord’s obligation thereunder to perform Landlord’s Work) or as otherwise expressly set forth in this Lease: (A) Tenant shall accept the Premises in their condition as of the Commencement Date; (B) Landlord shall have no obligation for any defects in the Premises; and (C) Tenant’s taking possession of the Premises shall be conclusive evidence that Tenant accepts the Premises and that the Premises were in good condition at the time possession was taken. Any occupancy of the Premises by Tenant before the Commencement Date shall be subject to all of the terms and conditions of this Lease, excluding, so long as Tenant is not operating its business in any portion of the Premises, the obligation to pay Base Rent and Operating Expenses.
For the period of 365 consecutive days after the Commencement Date, Landlord shall, at its sole cost and expense (which shall not constitute an Operating Expense), be responsible for any repairs that are required to be made to the Building Systems (as defined in Section 13), unless Tenant or any Tenant Party was responsible for the cause of such repair, in which case Tenant shall pay the cost.
Tenant agrees and acknowledges that, except as expressly set forth in this Lease, neither Landlord nor any agent of Landlord has made any representation or warranty with respect to the condition of all or any portion of the Premises or the Project, and/or the suitability of the Premises or the Project for the conduct of Tenant’s business, and Tenant waives any implied warranty that the Premises or the Project are suitable for the Permitted Use. This Lease constitutes the complete agreement of Landlord and Tenant with respect to the subject matter hereof and supersedes any and all prior representations, inducements, promises, agreements, understandings and negotiations which are not contained herein. Landlord in executing this Lease does so in reliance upon Tenant’s representations, warranties, acknowledgments and agreements contained herein.
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The term “Operating Expenses” means all costs and expenses of any kind or description whatsoever incurred or accrued each calendar year by Landlord with respect to the Project including, without duplication, (i) Taxes (as defined in Section 9), (ii) Utilities (as defined in Section 11), (iii) insurance costs, (iv) the cost of upgrades to the Building or Project or enhanced services provided at the Building and/or Project which are intended to encourage social distancing, promote and protect health and physical well-being and/or intended to limit the spread of communicable diseases and/or viruses of any kind or nature (collectively, “Infectious Conditions”), (v) subject to Section 44(o), transportation services
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(including the Shuttle Service Costs (as defined in Section 44(o))), (vi) the cost of the Project Amenities (including, without limitation, reimbursement by Landlord to affiliates of Landlord for market rent paid by such affiliates to Landlord for Project Amenities space, commercially reasonable reduced rent, commercially reasonable subsidies or other commercially reasonable concessions which Landlord may provide in connection with the Project Amenities), (vii) Permitted Capital Expenditures (as defined below) amortized, to the extent applicable as determined by Landlord, over the useful life of such Permitted Capital Expenditures, as reasonably determined by Landlord taking into account all reasonable factors taking into account the 24/7 operation of the Building, (viii) the costs of landscaping and snow removal, and (ix) the costs of Landlord’s third party property manager or, if there is no third party property manager, administration rent in the amount of 3% of Base Rent, excluding only:
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In addition, notwithstanding anything to the contrary contained in this Lease, Operating Expenses incurred or accrued by Landlord with respect to any capital improvements which are reasonably expected by Landlord to reduce overall Operating Expenses (for example, without limitation, by reducing energy usage at the Project) (the “Energy Savings Costs”) shall be amortized over a period of years equal to the least of (A) 10 years, (B) the useful life of such capital items, or (C) the quotient of (i) the Energy Savings Costs, divided by (ii) the annual amount of Operating Expenses reasonably expected by Landlord to be saved as a result of such capital improvements.
Within 90 days after the end of each calendar year (or such longer period as may be reasonably required), Landlord shall furnish to Tenant a statement (an “Annual Statement”) showing in reasonable detail: (a) the total and Tenant’s Share of actual Operating Expenses for the previous calendar year, and (b) the total of Tenant’s payments in respect of Operating Expenses for such year. If Tenant’s Share of actual Operating Expenses for such year exceeds Tenant’s payments of Operating Expenses for such year, the excess shall be due and payable by Tenant as Rent within 30 days after delivery of such Annual Statement to Tenant. If Tenant’s payments of Operating Expenses for such year exceed Tenant’s Share of actual Operating Expenses for such year Landlord shall pay the excess to Tenant within 30 days after delivery of such Annual Statement, except that after the expiration, or earlier termination of the Term or if Tenant is delinquent in its obligation to pay Rent, Landlord shall pay the excess to Tenant after deducting all other amounts due Landlord. Landlord’s and Tenant’s obligations to pay any overpayments or deficiencies due pursuant to this paragraph shall survive the expiration or earlier termination of this Lease.
The Annual Statement shall be final and binding upon Tenant unless Tenant, within 180 days after Tenant’s receipt thereof, shall contest any item therein or wishes to verify the accuracy of the Annual Statement by giving written notice to Landlord. If, during such 180 day period, Tenant reasonably and in good faith questions or wishes to verify the accuracy of Landlord’s statement of Tenant’s Share of Operating Expenses, Landlord will provide Tenant with access to Landlord’s books and records relating to the operation of the Project and such information as Landlord reasonably determines to be responsive to Tenant’s questions (the “Expense Information”). If after Tenant’s review of such Expense Information, Landlord and Tenant cannot agree upon the amount of Tenant’s Share of Operating Expenses, then Tenant shall have the right to have a regionally or nationally recognized independent public accounting firm selected by Tenant and approved by Landlord (which approval shall not be unreasonably withheld or delayed), working pursuant to a fee arrangement other than a contingent fee (the “Independent Review”). The results of any such Independent Review shall be binding on Landlord and Tenant. If the Independent Review shows that the payments actually made by Tenant with respect to Operating Expenses for the calendar year in question exceeded Tenant’s Share of Operating Expenses for such calendar year, Landlord shall at Landlord’s option either (i) credit the excess amount to the next succeeding installments of estimated Operating Expenses or (ii) pay the excess to Tenant within 30 days after delivery of such
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statement, except that after the expiration or earlier termination of this Lease or if Tenant is delinquent in its obligation to pay Rent, Landlord shall pay the excess to Tenant after deducting all other amounts due Landlord. If the Independent Review shows that Tenant’s payments with respect to Operating Expenses for such calendar year were less than Tenant’s Share of Operating Expenses for the calendar year, Tenant shall pay the deficiency to Landlord within 30 days after delivery of such statement. If the Independent Review shows that Tenant has overpaid with respect to Operating Expenses by more than 5% then Landlord shall reimburse Tenant for all costs incurred by Tenant for the Independent Review. Operating Expenses for the calendar years in which Tenant’s obligation to share therein begins and ends shall be prorated. Notwithstanding anything set forth herein to the contrary, if the Project is not at least 95% occupied on average during any year of the Term, Tenant’s Share of Operating Expenses for such year shall be computed as though the Project had been 95% occupied on average during such year.
“Tenant’s Share” shall be the percentage set forth on the first page of this Lease as Tenant’s Share as reasonably adjusted by Landlord for changes in the physical size of the Premises or the Project occurring thereafter. The rentable square footage of the Premises and the Building shall be calculated by Dimella Schaefer or Stevenson Systems, as determined by Landlord, prior to the date that is within 90 days after the Commencement Date using the Office Buildings: Standard Methods of Measurement ANSI/BOMA Z65.1-2017 Method A as a guideline for a Multi-Occupant Building (the “Measurement Standard”). A copy of the letter or report from Dimella Schaefer or Stevenson Systems, as applicable, setting forth its calculation using the Measurement Standard, together with all documentary support therefor, shall be furnished to Landlord and Tenant and shall be binding upon Landlord and Tenant (the “Notice of Re-determination of RSF”). If the actual rentable square footage of the Premises and the Building as set forth in the Notice of Re-Determination of RSF deviate from the amount specified in the definitions of “Premises,” “Rentable Area of Premises,” and “Rentable Area of Building and Project” on page 1 of this Lease, then this Lease shall be amended to reflect the results as set forth in the Notice of Re-determination of RSF in the definitions of “Premises,” “Rentable Area of Premises,” “Rentable Area of Building and Project,” and “Tenant’s Share of Operating Expenses” shall be adjusted. Landlord may equitably increase Tenant’s Share for any item of expense or cost reimbursable by Tenant that relates to a repair, replacement, or service that benefits only the Premises or only a portion of the Project that includes the Premises or that varies with occupancy or use. Base Rent, Tenant’s Share of Operating Expenses and all other amounts payable by Tenant to Landlord hereunder are collectively referred to herein as “Rent.”
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Within 10 business days after the mutual execution and delivery of this Lease by the parties, Tenant shall deliver a Letter of Credit for a portion of the Security Deposit in the amount of $2,572,206.00. On or before January 1, 2023, Tenant shall deliver to Landlord either an amended Letter of Credit increasing the Security Deposit to $6,001,814.00 or a replacement Letter of Credit in the amount of $6,001,814.00. If Tenant delivers a replacement letter of credit pursuant to the immediately preceding sentence, Landlord shall return the original Letter of Credit to Tenant within a reasonable period thereafter.
If, as of the expiration of the 36 months after the Commencement Date (x) Tenant is not then in Default under this Lease, and (y) Tenant has not been in Default under this Lease during the 6 month period immediately preceding Tenant’s request for reduction of the Security Deposit (collectively, the “Reduction Requirements” and each a “Reduction Requirement”), then the Security Deposit shall be reduced to an amount equal to $3,429,608.00 (the “Reduced Security Deposit”). If Tenant delivers a written request to Landlord for such reduction of the Security Deposit then, so long as the Reduction Requirements have been satisfied, Landlord shall cooperate with Tenant, at no cost, expense or liability to Landlord, to reduce the Letter of Credit then held by Landlord to the amount of the Reduced Security Deposit. If the Security Deposit is reduced as provided in this paragraph, then from and after the date of such reduction, the “Security Deposit” shall be deemed to be the Reduced Security Deposit, for all purposes of this Lease.
If Landlord transfers its interest in the Project or this Lease, Landlord shall either (a) transfer any Security Deposit then held by Landlord to a person or entity assuming Landlord’s obligations under this Section 6, or (b) return to Tenant any Security Deposit then held by Landlord and remaining after the deductions permitted herein. Upon such transfer to such transferee or the return of the Security Deposit to Tenant, Landlord shall have no further obligation with respect to the Security Deposit, and Tenant’s right to the return of the Security Deposit shall apply solely against Landlord’s transferee. Landlord’s obligation respecting the Security Deposit is that of a debtor, not a trustee, and no interest shall accrue thereon.
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Landlord shall be responsible, (i) subject to the terms of the Work Letter, for the compliance of the Premises with Legal Requirements (including the ADA) as of the Commencement Date, and (ii) at Landlord’s cost, for the compliance of the Common Areas of the Project with Legal Requirements (including the ADA) as of the Commencement Date. Following the Commencement Date, Landlord shall, as an Operating Expense (to the extent such Legal Requirement is generally applicable to similar buildings in the area in which the Project is located) or at Tenant’s expense (to the extent such Legal Requirement is triggered by reason of Tenant’s, as compared to other tenants of the Project, particular use of the Premises or Tenant’s Alterations) make any alterations or modifications to the Common Areas or the exterior of the Building that are required by Legal Requirements. Except as otherwise expressly provided in the 2 immediately preceding sentences, Tenant, at its sole expense, shall make any alterations or modifications to the interior of the Premises that are required by Legal Requirements (including, without limitation, compliance of the Premises with the ADA) related to Tenant’s use or occupancy of the Premises. Notwithstanding any other provision herein to the contrary, Tenant shall be responsible for any and all demands, claims, liabilities, losses, costs, expenses, actions, causes of action, damages or judgments, and all reasonable expenses incurred in investigating or resisting the same (including, without limitation, reasonable attorneys’ fees, charges and disbursements and costs of suit) (collectively, “Claims”) arising out of or in connection with Legal Requirements related to Tenant’s use or occupancy of the Premises or Tenant’s Alterations, and Tenant shall indemnify, defend, hold and save Landlord harmless from and against any and all Claims arising out of or in connection with any failure of the Premises to comply with any Legal Requirement related to Tenant’s use or occupancy of the Premises or Tenant’s Alterations.
Tenant acknowledges that Landlord may, but shall not be obligated to, seek to obtain Leadership in Energy and Environmental Design (LEED), WELL Building Standard, or other similar “green” certification with respect to the Project and/or the Premises, and Tenant agrees to reasonably cooperate with Landlord, at no material cost to Tenant, and to provide such information and/or documentation as Landlord may reasonably request, in connection therewith. For the avoidance of doubt, in no event shall the costs incurred by Landlord to obtain any LEED, WELL Building Standard or similar “green” certification be included as part of Operating Expenses.
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Notwithstanding anything to the contrary set forth herein, if (i) a stoppage of an Essential Service (as defined below) to the Premises shall occur and such stoppage is due solely to the negligence or willful misconduct of Landlord and not due in any part to any act or omission on the part of Tenant or any Tenant Party or any matter beyond Landlord’s reasonable control (any such stoppage of an Essential Service being hereinafter referred to as a “Service Interruption”), and (ii) such Service Interruption continues for more than 5 consecutive business days after Landlord shall have received written notice thereof from Tenant, and (iii) as a result of such Service Interruption, the conduct of Tenant’s normal operations in the Premises are materially and adversely affected, then, there shall be an abatement of one day’s Base Rent for each day during which such Service Interruption continues after such 5 business day period; provided, however, that if any part of the Premises is reasonably useable for Tenant’s normal business operations or if Tenant conducts all or any part of its operations in any portion of the Premises notwithstanding such Service Interruption, then the amount of each daily abatement of Base Rent shall only be proportionate to the nature and extent of the interruption of Tenant’s normal operations or ability to use the Premises. The rights granted to Tenant under this paragraph shall be Tenant’s sole and exclusive remedy resulting from a failure of Landlord to provide services, and Landlord shall not otherwise be liable for any loss or damage suffered or sustained by Tenant resulting from any failure or cessation of services. For purposes hereof, the term “Essential Services” shall mean the following services: HVAC service, water, sewer and electricity, but in each case only to the extent that Landlord has an obligation to provide same to Tenant under this Lease.
Landlord’s sole obligation for either providing emergency generators or providing emergency back-up power to Tenant shall be: (i) to provide emergency generator with not less than the capacity of the emergency generator located in the Building as of the Commencement Date, and (ii) to contract with a third party to maintain the emergency generator as per the manufacturer’s standard maintenance guidelines. Except as otherwise provided in the immediately preceding sentence, Landlord shall have no obligation to provide Tenant with an operational emergency generator or back-up power or to supervise, oversee or confirm that the third party maintaining the emergency generator is maintaining the generators as per the manufacturer’s standard guidelines or otherwise. Notwithstanding anything to the contrary contained herein, Landlord shall, at least once per month as part of the maintenance of the Building, run the emergency generator for a period reasonably determined by Landlord for the purpose of determining whether it operates when started. Landlord shall, upon written request from Tenant (not more frequently than once per calendar year), make available for Tenant’s inspection the maintenance contract and maintenance records for the emergency generators for the 12 month period immediately preceding Landlord’s receipt of Tenant’s written request. During any period of replacement, repair or maintenance of the emergency generator when the emergency generator is not operational, including any delays thereto due to the inability to obtain parts or replacement equipment, Landlord shall have no obligation to provide Tenant with an alternative back-up generator or alternative sources of back-up power. Tenant acknowledges and agrees that (x) in connection with the proper verification of loads and maintenance of the emergency generator, that power will need to be transferred during routine testing, and (y) Tenant is responsible for cooperating with Landlord or Landlord’s third party contractor with respect to scheduling such routine tests and checking its own equipment loads as it operates during load transfer periods. Tenant expressly acknowledges and agrees that Landlord does not guaranty that such emergency generator will be operational at all times or that emergency power will be available to the Premises when needed.
Notwithstanding anything to the contrary contained herein, Tenant shall have the right to install, at Tenant’s sole cost and expense, an emergency generator serving the Premises, relates fixtures, and related screening of a design and type reasonably acceptable to Landlord (collectively, the “Dedicated Generator”) in a portion of the Project reasonably acceptable to Landlord and Tenant (collectively the “Generator Area”). Commencing on the date that Tenant installs such Dedicated Generator, Tenant shall have all of the obligations under this Lease with respect to the Generator Area as though the Generator Area were part of the Premises. The number of parking spaces available to Tenant under this Lease may be reduced by the number of parking spaces impacted by the Generator Area, if any. Tenant shall remove Dedicated
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Generator from the Generator Area at the expiration or earlier termination of this Lease. At the expiration or earlier termination of this Lease, Tenant shall restore the Generator Area to substantially its condition prior to the installation of the Dedicated Generator and shall otherwise surrender the Generator Area free of any debris and trash and free of any Hazardous Materials. Landlord shall have no obligation to make any repairs or improvements to the Dedicated Generator or the Generator Area and Tenant shall maintain the Dedicated Generator and the Generator Area, at Tenant’s sole cost and expense, in good repair and condition during the Term.
Tenant agrees to provide Landlord with access to Tenant’s water and energy usage data on a monthly basis, either by providing Tenant’s applicable utility login credentials to Landlord’s designated online portal, or by another delivery method reasonably agreed to by Landlord and Tenant. The costs and expenses incurred by Landlord in connection with receiving and analyzing such water and energy usage data (including, without limitation, as may be required pursuant to applicable Legal Requirements) shall be included as part of Operating Expenses.
Tenant shall furnish security or make other arrangements reasonably satisfactory to Landlord to assure payment for the completion of all Alterations work free and clear of liens, and shall provide (and cause each contractor or subcontractor to provide) certificates of insurance for workers’ compensation and other coverage in amounts and from an insurance company satisfactory to Landlord protecting Landlord against liability for personal injury or property damage during construction. Upon completion of any Alterations, Tenant shall deliver to Landlord: (i) sworn statements setting forth the names of all contractors and subcontractors who did the work and final lien waivers from all such contractors and subcontractors; and (ii) “as built” plans for any such Alteration.
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Except for Removable Installations (as hereinafter defined), all Installations (as hereinafter defined) shall be and shall remain the property of Landlord during the Term and following the expiration or earlier termination of the Term, shall not be removed by Tenant at any time during the Term, and shall remain upon and be surrendered with the Premises as a part thereof. Notwithstanding the foregoing, Landlord shall, if requested in writing by Tenant at the time its approval of any such Installation is requested or at the time it receives notice of a Notice-Only Alteration, notify Tenant whether Landlord requires that Tenant remove such Installation upon the expiration or earlier termination of the Term. If removal of an installation is required, Tenant shall remove such Installation in accordance with the immediately succeeding sentence. Upon the expiration or earlier termination of the Term, Tenant shall remove (i) all wires, cables or similar equipment which Tenant has installed in the Premises or in the risers or plenums of the Building, (ii) any Installations for which Landlord has given Tenant notice of removal in accordance with the immediately preceding sentence, and (iii) all of Tenant’s Property (as hereinafter defined), and Tenant shall restore and repair any damage caused by or occasioned as a result of such removal, including, without limitation, capping off all such connections behind the walls of the Premises and repairing any holes. During any restoration period beyond the expiration or earlier termination of the Term, Tenant shall pay Rent to Landlord as provided herein as if said space were otherwise occupied by Tenant. If Landlord is requested by Tenant or any lender, lessor or other person or entity claiming an interest in any of Tenant’s Property to waive any lien Landlord may have against any of Tenant’s Property, and Landlord consents to such waiver, then Landlord shall be entitled to reimbursement from Tenant for its actual, reasonable out-of-pocket costs incurred in connection with the preparation and negotiation of each such waiver of lien.
For purposes of this Lease, (x) “Removable Installations” means any items listed on Exhibit F attached hereto and any items agreed by Landlord in writing to be included on Exhibit F in the future, (y) ”Tenant’s Property” means Removable Installations and, other than Installations, any personal property or equipment of Tenant that may be removed without material damage to the Premises, and (z) ”Installations” means all property of any kind paid for with the TI Fund, all Alterations, all fixtures, and all partitions, hardware, built-in machinery, built-in casework and cabinets and other similar additions, equipment, property and improvements built into the Premises so as to become an integral part of the Premises, including, without limitation, fume hoods which penetrate the roof or plenum area, built-in cold rooms, built-in warm rooms, walk-in cold rooms, walk-in warm rooms, deionized water systems, glass washing equipment, autoclaves, chillers, built-in plumbing, electrical and mechanical equipment and systems, and any power generator and transfer switch.
Notwithstanding anything to the contrary contained herein, Landlord shall notify Tenant at the time the Space Plans for the Tenant Improvements are finalized whether Landlord will require Tenant to remove or restore the Tenant Improvements constructed pursuant to the Work Letter at the expiration or earlier termination of this Lease.
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Subject to all of the other provisions of this Lease including, without limitation, the waivers provided in Sections 17 and 36, Landlord hereby indemnifies and agrees to defend, save and hold Tenant harmless from and against any and all third party Claims for injury or death to persons or damage to property occurring at the Project (outside of the Premises) caused by Landlord’s willful misconduct or gross negligence, except to the extent caused by the willful misconduct or negligence of Tenant or its employees or agents.
Tenant, at its sole cost and expense, shall maintain during the Term: all risk property insurance with business interruption and extra expense coverage, covering the full replacement cost of all property and improvements installed or placed in the Premises by Tenant at Tenant’s expense; workers’ compensation insurance with no less than the minimum limits required by law; employer’s liability insurance with employers liability limits of $1,000,000 bodily injury by accident – each accident, $1,000,000 bodily injury by disease – policy limit, and $1,000,000 bodily injury by disease – each employee; and commercial general liability insurance, with a minimum limit of not less than $5,000,000 per occurrence/$5,000,000 aggregate for bodily injury and property damage with respect to the Premises. Liability limits can be satisfied through a combination of primary and excess policies. The commercial general liability insurance maintained by Tenant shall name Alexandria Real Estate Equities, Inc., and Landlord, its officers, directors, employees, managers, agents, sub-agents, constituent entities, joint venture partners and lease signators (collectively, “Landlord Insured Parties”), as additional insureds; insure on an occurrence and not a claims-made basis; be issued by insurance companies which have a rating of not less than policyholder rating of A and financial category rating of at least Class X in “Best’s Insurance Guide”; not contain a hostile fire exclusion; contain a contractual liability endorsement; and provide primary coverage to Landlord Insured Parties (any policy issued to Landlord Insured Parties providing duplicate or similar coverage shall be deemed excess over Tenant’s policies, regardless of limits). Tenant shall provide Landlord with 30 days advance written notice of cancellation of such commercial general liability policy. Certificates of insurance showing the limits of coverage required hereunder and showing Landlord as an additional insured shall be delivered to Landlord by Tenant (i) concurrent with Tenant’s delivery to Landlord of a copy of this Lease executed by Tenant, and (ii) prior to each renewal of said insurance. Tenant’s policy may be a “blanket policy” with an aggregate per location endorsement which specifically provides that the amount of insurance shall not be prejudiced by other losses covered by the policy. Tenant shall, at least 5 days prior to the expiration of such policies, furnish Landlord with renewal certificates.
In each instance where insurance is to name Landlord as an additional insured, Tenant shall upon written request of Landlord also designate and furnish certificates so evidencing Landlord as additional insured to: (i) any lender of Landlord holding a security interest in the Project or any portion thereof, (ii) the landlord under any lease wherein Landlord is tenant of the real property on which the Project is located, if the interest of Landlord is or shall become that of a tenant under a ground or other underlying lease rather than that of a fee owner, and/or (iii) any management company retained by Landlord to manage the Project.
The property insurance obtained by Landlord and Tenant shall include a waiver of subrogation by the insurers and all rights based upon an assignment from its insured, against Landlord or Tenant, and their
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respective officers, directors, employees, managers, agents, invitees and contractors (“Related Parties”), in connection with any loss or damage thereby insured against. Neither party nor its respective Related Parties shall be liable to the other for loss or damage caused by any risk insured against under property insurance required to be maintained hereunder, and each party waives any claims against the other party, and its respective Related Parties, for such loss or damage. The failure of a party to insure its property shall not void this waiver. Landlord and its respective Related Parties shall not be liable for, and Tenant hereby waives all claims against such parties for, business interruption and losses occasioned thereby sustained by Tenant or any person claiming through Tenant resulting from any accident or occurrence in or upon the Premises or the Project from any cause whatsoever. If the foregoing waivers shall contravene any law with respect to exculpatory agreements, the liability of Landlord or Tenant shall be deemed not released but shall be secondary to the other’s insurer.
Landlord may require insurance policy limits to be raised to conform with requirements of Landlord’s lender and/or to bring coverage limits to levels then being generally required of new tenants within the Project; provided, however, that the increased amount of coverage is consistent with coverage amounts then being required by institutional owners of similar projects with tenants occupying similar size premises in the geographical area in which the Project is located.
Tenant, at its expense, shall promptly perform, subject to delays arising from the collection of insurance proceeds, from Force Majeure events or to obtain Hazardous Material Clearances, all repairs or restoration not required to be done by Landlord and shall promptly re-enter the Premises and commence doing business in accordance with this Lease. Notwithstanding the foregoing, either Landlord or Tenant may terminate this Lease upon written notice to the other if the Premises are damaged during the last year of the Term and Landlord reasonably estimates that it will take more than 2 months to repair such damage; provided, however, that such notice is delivered within 10 business days after the date that Landlord provides Tenant with written notice of the estimated Restoration Period. Notwithstanding anything to the contrary contained herein, Landlord shall also have the right to terminate this Lease if insurance proceeds are not available for such restoration. Rent shall be abated from the date all required Hazardous Material Clearances are obtained until the Premises are repaired and restored, in the proportion which the area of the Premises, if any, which is not usable by Tenant bears to the total area of the Premises, unless Landlord
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provides Tenant with other space during the period of repair that is suitable for the temporary conduct of Tenant’s business. In the event that no Hazardous Material Clearances are required to be obtained by Tenant with respect to the Premises, rent abatement shall commence on the date of discovery of the damage or destruction. Such abatement shall be the sole remedy of Tenant, and except as provided in this Section 18, Tenant waives any right to terminate this Lease by reason of damage or casualty loss.
The provisions of this Lease, including this Section 18, constitute an express agreement between Landlord and Tenant with respect to any and all damage to, or destruction of, all or any part of the Premises, or any other portion of the Project, and any statute or regulation which is now or may hereafter be in effect shall have no application to this Lease or any damage or destruction to all or any part of the Premises or any other portion of the Project, the parties hereto expressly agreeing that this Section 18 sets forth their entire understanding and agreement with respect to such matters.
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Any notice given under Section 20(h) hereof shall: (i) specify the alleged default, (ii) demand that Tenant cure such default, (iii) be in lieu of, and not in addition to, or shall be deemed to be, any notice required under any provision of applicable law, and (iv) not be deemed a forfeiture or a termination of this Lease unless Landlord elects otherwise in such notice; provided that if the nature of Tenant’s default pursuant to Section 20(h) is such that it cannot be cured by the payment of money and reasonably requires more than 30 days to cure, then Tenant shall not be deemed to be in default if Tenant commences such cure within said 30 day period and thereafter diligently prosecutes the same to completion; provided, however, that, upon request by Landlord from time to time, Tenant shall provide Landlord with detailed written status reports regarding the status of such cure and the actions being taken by Tenant. Notwithstanding the foregoing, if such cure affects any other tenant(s) of the Building or the Project, then such cure must be completed as soon as reasonably possible after the date of Landlord’s notice.
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Actions, proceedings or suits for the recovery of damages, whether liquidated or other damages, under this Lease, or any installments thereof, may be brought by Landlord from time to time at its election, and nothing contained herein shall be deemed to require Landlord to postpone suit until the date when the Term of this Lease would have expired if it had not been terminated hereunder.
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Landlord’s recovery under its Lump Sum Election shall be in addition to Tenant’s obligations to pay Base Rent and Additional Rent due and costs incurred prior to the date of Landlord’s Lump Sum Election, and in lieu of any Base Rent and Additional Rent which would otherwise have been due under this Section from and after the date of Landlord’s Lump Sum Election. The yield to maturity on United States Treasury Notes having a maturity date that is nearest the date that would have been the last day of the Term of this Lease, as reported in the Wall Street Journal or a comparable publication if it ceases to publish such yields, shall be used in calculating present values for purposes of Landlord’s Lump Sum Election. For the purposes of this Section, if Landlord makes the Lump Sum Election to recover liquidated damages in accordance with this Section, the total Additional Rent shall be computed based upon Landlord’s reasonable estimate of Tenant’s Share of Operating Expenses and other Additional Rent for each 12-month period in what would have been the remainder of the Term of this Lease and any part thereof at the end of such remainder of the Term, but in no event less than the amounts therefor payable for the twelve (12) calendar months (or if less than twelve (12) calendar months have elapsed since the date hereof, the partial year) immediately preceding the date of Landlord’s Lump Sum Election. Amounts of Tenant’s Share of Operating Expenses and any other Additional Rent for any partial year at the beginning of the Term or at the end of what would have been the remainder of the Term shall be prorated.
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Except as otherwise provided in this Section 21, no right or remedy herein conferred upon or reserved to Landlord is intended to be exclusive of any other right or remedy, and every right and remedy shall be cumulative and in addition to any other legal or equitable right or remedy given hereunder, or now or hereafter existing. No waiver by Landlord of any provision of this Lease shall be deemed to have been made unless expressly so made in writing by Landlord expressly waiving such provision. Landlord shall be entitled, to the extent permitted by law, to seek injunctive relief in case of the violation, or attempted or threatened violation, of any provision of this Lease, or to seek a decree compelling observance or performance of any provision of this Lease, or to seek any other legal or equitable remedy.
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Upon written request from Tenant, Landlord agrees to use reasonable efforts to cause the Holder of any future Mortgage to enter into a subordination, non-disturbance and attornment agreement (“SNDA”) with Tenant with respect to this Lease. The SNDA shall be on the form proscribed by the Holder and Tenant shall pay the Holder’s fees and costs in connection with obtaining such SNDA; provided, however, that Landlord shall request that Holder make any reasonable changes to the SNDA requested by Tenant. Landlord’s failure to cause the Holder to enter into the SNDA with Tenant (or make any of the changes requested by Tenant) despite such efforts shall not be a default by Landlord under this Lease.
If Tenant shall fail to prepare or submit a Decommissioning and HazMat Closure Plan approved by Landlord, or if Tenant shall fail to complete the approved Decommissioning and HazMat Closure Plan, or if such Decommissioning and HazMat Closure Plan, whether or not approved by Landlord, shall fail to adequately address any residual effect of Tenant HazMat Operations in, on or about the Premises, Landlord shall have the right to take such actions as Landlord may deem reasonable or appropriate to assure that the Premises and the Project are surrendered free from any residual impact from Tenant HazMat Operations, the cost of which actions shall be reimbursed by Tenant as Additional Rent, without regard to the limitation set forth in the first paragraph of this Section 28.
At the expiration or earlier termination of the Term, Tenant shall immediately return to Landlord all keys and/or access cards to parking, the Project, restrooms or all or any portion of the Premises furnished to or otherwise procured by Tenant. If any such access card or key is lost, Tenant shall pay to Landlord, at Landlord’s election, either the cost of replacing such lost access card or key or the cost of reprogramming the access security system in which such access card was used or changing the lock or locks opened by such lost key. Any Tenant’s Property, Alterations and property not so removed by Tenant as permitted or required herein shall be deemed abandoned and may be stored, removed, and disposed of by Landlord at
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Tenant’s expense, and Tenant waives all claims against Landlord for any damages resulting from Landlord’s retention and/or disposition of such property. All obligations of Tenant hereunder not fully performed as of the termination of the Term, including the obligations of Tenant under Section 30 hereof, shall survive the expiration or earlier termination of the Term, including, without limitation, indemnity obligations, payment obligations with respect to Rent and obligations concerning the condition and repair of the Premises.
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Notwithstanding the foregoing, if any claimed Landlord default hereunder will immediately, materially and adversely affect Tenant’s ability to conduct its business in the Premises (a “Material Landlord Default”), Tenant shall, as soon as reasonably possible, but in any event within 2 business days of obtaining knowledge of such claimed Material Landlord Default, give Landlord written notice of such claim which notice shall specifically state that a Material Landlord Default exists and telephonic notice to Tenant’s principal contact with Landlord. Landlord shall then have 2 business days to commence cure of such claimed Material Landlord Default and shall diligently prosecute such cure to completion. If such claimed Material Landlord Default is not a default by Landlord hereunder, Landlord shall be entitled to recover from Tenant, as Additional Rent, any costs incurred by Landlord in connection with such cure in excess of the costs, if any, that Landlord would otherwise have been liable to pay hereunder. If Landlord fails to commence cure of any claimed Material Landlord Default or to diligently prosecute such cure as provided above, Tenant may commence and prosecute such cure to completion provided that it does not affect any Building Systems affecting other tenants, materially, adversely affect Building structure or Common Areas, and shall be entitled to recover the costs of such cure (but not any consequential or other damages) from Landlord by way of reimbursement from Landlord with no right to offset against Rent, to the extent of Landlord’s obligation to cure such claimed Material Landlord Default hereunder, subject to the limitations set forth in the immediately preceding sentence of this paragraph and the other provisions of this Lease.
All obligations of Landlord under this Lease will be binding upon Landlord only during the period of its ownership of the Premises and not thereafter; provided, however, Landlord’s obligations with respect to the Security Deposit shall survive until Landlord has either returned same to Tenant or transferred such Security Deposit to Landlord’s successor in interest. The term “Landlord” in this Lease shall mean only the owner for the time being of the Premises. Upon the transfer by such owner of its interest in the Premises, such owner shall thereupon be released and discharged from all obligations of Landlord thereafter accruing, but such obligations shall be binding during the Term upon each new owner for the duration of such owner’s ownership.
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Notwithstanding the foregoing, Tenant shall have the right to designate (on plans provided by Tenant to Landlord, which may be reasonably updated by Tenant from time to time upon notice to Landlord) certain areas of the Premises as limited access areas required to protect the health of persons or security of confidential and proprietary information (“Limited Access Areas”), which Limited Access Areas shall not be entered into by Landlord or Landlord’s representatives without a Tenant representative, except in the case of an emergency. Notwithstanding anything to the contrary contained in this Lease, Landlord shall only enter such Limited Access Areas to perform maintenance and repairs (i) for which Landlord is responsible under this Lease, or (ii) in response to specific requests by Tenant, which requests remain subject to Landlord’s approval.
Subject to the terms of this Lease including, without limitation, Section 12, Tenant, at Tenant’s sole cost and expense, shall have the right to install and maintain within the Premises such security and safety equipment, including, without limitation, electronic access gates, camera surveillance and other security devices (collectively, “Tenant’s Security System”), subject to the following conditions: (i) Tenant’s plans and specifications for the proposed Tenant’s Security System shall be subject to Landlord’s prior written approval, which approval will not be unreasonably withheld; provided, however, that Tenant shall coordinate the installation and operation of Tenant’s Security System with Landlord to assure that Tenant’s Security System may be compatible with the Building’s master systems and equipment; (ii) Landlord shall be provided with keys, codes and/or access cards, as applicable, and means of immediate access to fully exercise all of its entry rights under this Lease with respect to the Premises; and (iii) Tenant shall keep Tenant’s Security System in good operating condition and repair and Tenant shall be solely responsible, at Tenant’s sole cost and expense, for the monitoring, operation and removal of Tenant’s Security System. Notwithstanding anything to the contrary, neither Landlord nor any Landlord Indemnified Parties shall be directly or indirectly liable to Tenant, any Tenant Parties or any other person and Tenant hereby waives any and all claims against and releases Landlord and the Landlord Indemnified Parties from any and all claims arising as a consequence of or related to Tenant’s Security System, or the failure thereof.
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Tenant acknowledges and agrees that measures and/or services implemented at the Project, if any, intended to encourage social distancing, promote and protect health and physical well-being and/or intended to limit the spread of Infectious Conditions, may not prevent the spread of such Infectious Conditions. Neither Landlord nor any Landlord Indemnified Parties shall have any liability and Tenant waives any claims against Landlord and the Landlord Indemnified Parties with respect to any loss, damage or injury in connection with (x) the implementation, or failure of Landlord or any Landlord Indemnified Parties to implement, any measures and/or services at the Project intended to encourage social distancing, promote and protect health and physical well-being and/or intended to limit the spread of Infectious Conditions, or (y) the failure of any measures and/or services implemented at the Project, if any, to limit the spread of any Infectious Conditions.
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Tenant shall also have the non-exclusive right to display a sign bearing Tenant’s name and/or logo on the monument sign serving the Building in a location designated by Landlord (the “Monument Sign”). Tenant shall be entitled to its pro-rata share of available space on the Monument Sign, and so long as the Premises consists of the largest area within the Building leased by a single tenant, Tenant shall have the right to have its name and/or logo on the top of such Monument Sign (or such other location on such Monument Sign as Tenant wishes). Notwithstanding the foregoing, Tenant acknowledges and agrees that Tenant’s signage on the Monument Sign including, without limitation, the size, color and type, shall be subject to Landlord’s prior written approval, which approval shall not be unreasonably withheld, conditioned or delayed, and shall be consistent with Landlord’s signage program at the Project and applicable Legal Requirements. Tenant shall be responsible, at Tenant’s sole cost and expense, for the fabrication, installation and maintenance of Tenant’s signage on the Monument Sign, replacements during the Term (if required) of Tenant’s signage on the Monument Sign, the removal of the Tenant’s signage from Monument Sign at the expiration or earlier termination of the Term and for the repair of all damage resulting from such removal; provided, however, that a portion of the TI Allowance may be allocated toward the cost of the fabrication and installation of Tenant’s initial signage on the Monument Sign.
Tenant shall also have the non-exclusive right to display a sign bearing Tenant’s name and/or logo using Tenant’s standard colors and lettering on the exterior of the Building outside the Premises in the location specified on Exhibit G (the “Tenant’s Exterior Sign”), provided, however, if any time during the Term the Premises consists of the entire rentable area of the Building, such right to a sign on the exterior of the Building shall be exclusive to Tenant. Notwithstanding the foregoing, Tenant acknowledges and agrees that Tenant’s Exterior Sign including, without limitation, the size, color and type, shall be subject to Landlord’s prior written approval, which approval shall not be unreasonably withheld, conditioned or delayed, and shall be consistent with Landlord’s signage program at the Project and applicable Legal Requirements. Tenant shall be responsible, at Tenant’s sole cost and expense, for the fabrication, installation and maintenance of Tenant’s Exterior Sign, replacements during the Term (if required) of Tenant’s Exterior Sign, the removal of the Tenant’s Exterior Sign at the expiration or earlier termination of the Term and for the repair of all damage resulting from such removal; provided, however, that a portion of the TI Allowance may be allocated toward the cost of the fabrication and installation of the initial Tenant’s Exterior Sign.
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Upon the commencement of either Extension Term, Base Rent shall be payable at the Market Rate (as defined below). Base Rent shall thereafter be adjusted on each annual anniversary of the commencement of such Extension Term by a percentage as determined by Landlord and agreed to by Tenant at the time the Market Rate is determined. As used herein, “Market Rate” shall mean the rate that comparable landlords of comparable buildings have accepted in current transactions from non-equity (i.e., not being offered equity in the buildings) and nonaffiliated tenants of similar financial strength for space of comparable size, quality (including all Tenant Improvements, Alterations and other improvements) and floor height in Class A laboratory/office buildings in the Waltham and Lexington markets for a comparable term, with the determination of the Market Rate to take into account all relevant factors, including tenant inducements, views, available amenities (including, without limitation, the Project Amenities and the Reservoir Woods Amenities (as defined in Section 42 below)), age of the Building, age of mechanical systems serving the Premises, parking costs, leasing commissions, allowances or concessions, if any. Notwithstanding the foregoing, the Market Rate shall in no event be less than the Base Rent payable as of the date immediately preceding the commencement of such Extension Term.
If, by the date which is 270 days prior to the expiration of the Base Term of this Lease, Tenant has not agreed with Landlord’s determination of the Market Rate and the rent escalations during the Extension Term after negotiating in good faith, Tenant shall be deemed to have elected arbitration as described in Section 41(b). Tenant acknowledges and agrees that, if Tenant has elected to exercise the Extension Right by delivering notice to Landlord as required in this Section 41(a), Tenant shall have no right thereafter to rescind or elect not to extend the term of this Lease for the Extension Term.
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Tenant acknowledges and agrees that the Reservoir Woods Landlord shall have the right at any time and from time to time to reconfigure, relocate, modify or remove any of the Reservoir Woods Amenities at the Reservoir Woods Project and/or to revise, expand or discontinue any of the services (if any) provided in connection with the Reservoir Woods Amenities.
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[ Signatures on next page ]
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IN WITNESS WHEREOF, Landlord and Tenant have executed this Lease as of the day and year first above written.
TENANT:
INTELLIA THERAPEUTICS, INC.,
a Delaware corporation
By:
Name:
Its:
□ I hereby certify that the signature, name, and title above are my signature, name and title
LANDLORD:
ARE-WINTER STREET PROPERTY, LLC,
a Delaware limited liability company
By: ARE-Winter Street Holdings, LLC,
a Delaware limited liability company,
managing member
By: ARE-MA Region No. 85 JV, LLC,
a Delaware limited liability company,
managing member
By: ARE-Special Services, LLC,
a Delaware limited liability company,
managing member
By: Alexandria Real Estate Equities, L.P.,
a Delaware limited partnership,
managing member
By: ARE-QRS Corp.,
a Maryland corporation,
general partner
By:
Name:
Its:
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EXHIBIT A TO LEASE
DESCRIPTION OF PREMISES
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EXHIBIT B TO LEASE
DESCRIPTION OF PROJECT
Parcels of registered and recorded land and with any buildings thereon situated 840 Winter Street, Waltham, Middlesex County (Southern District), Massachusetts, all more particularly described as follows:
PARCEL 1: (Registered)
Lot 5 as shown on Land Court Plan 30618-D.
PARCEL 2: (Registered)
Lot 6 as shown on Land Court Plan 30618-D.
PARCEL 3: (Recorded)
Lot A as shown on Plan entitled, "Plan of Land in Waltham, Massachusetts showing land owned by The City of Cambridge to be conveyed to Polaroid Corporation", prepared by Martinage Engineering Associates, Inc., dated July 17, 1995 and recorded with the Middlesex South District Registry of Deeds in Book 26678, Page 39, Plan No. 962 of 1996, said Lot A is further bounded and described as follows:
Beginning at the Northern most point of Lot A, on the Westerly sideline of Winter Street as shown on said plan; thence running
SOUTHERLY by the Westerly sideline of Winter Street, by a curved line to the left having a radius of two thousand forty and 00/100 feet (2040.00') a length of one hundred fifty-two and 35/100 (152.35') to a point; thence running Southerly by the Westerly sideline of Winter Street,
S 16° 54' 34" W. a distance of eighty and 40/100 feet (80.40') to a point at the remaining land of the City of Cambridge; thence running Northwesterly by the remaining land of said City of Cambridge,
N 66° 34' 05" W. a distance of thirty-seven and 82/100 feet (37.82') to a point at the land of Polaroid Corporation as shown on Land Court Plan 30618-B; thence running Northeasterly by the land of said Polaroid Corporation,
N 27° 38' 25" E. a distance of two hundred thirty-two and 38/100 feet (232.38') to a point on the Westerly sideline of Winter Street as shown on Land Court Plan 30618-B and the point of beginning
Said Lot A containing 4,010 square feet, more or less as shown on said plan.
TOGETHER WITH the easements set forth in that certain Reciprocal Access and Utility Easement dated March 31, 1998 recorded in Book 28405, Page 421 and filed as Document No. 1061070; as amended by that certain First Amendment to Reciprocal Access and Utility Easement and to Reciprocal Easement Agreement dated September 10, 1998 recorded in Book 29108, Page 346 and filed as Document No. 1079645; and as further affected by that certain Easement Modification Agreement dated November 25, 2014 recorded in Book 64649, Page 225.
TOGETHER WITH the easements set forth in that certain Reciprocal Easement Agreement dated March 31, 1998 recorded in Book 28405, Page 443 and filed as Document No. 1061071 on Plan No.352 of 1998; as amended by that certain First Amendment to Reciprocal Access and Utility Easement and to Reciprocal Easement Agreement dated September 10, 1998 recorded in Book 29108, Page 346 and filed as Document No. 1079645; as further affected by that certain (i) Easement Modification Agreement dated November 25, 2014 recorded in Book 64649, Page 225, (ii)Agreement RE: Reciprocal Easement Agreement recorded in Book 68618, Page 378; and (iii) Agreement RE: Reciprocal Easement Agreement recorded in Book 71378, Page 543.
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EXHIBIT C TO LEASE
WORK LETTER
THIS WORK LETTER dated February ___, 2022 (this “Work Letter”) is made and entered into by and between ARE-WINTER STREET PROPERTY, LLC, a Delaware limited liability company (“Landlord”), and INTELLIA THERAPEUTICS, INC., a Delaware corporation (“Tenant”), and is attached to and made a part of the Lease Agreement dated February ___, 2022 (the “Lease”), by and between Landlord and Tenant. Any initially capitalized terms used but not defined herein shall have the meanings given them in the Lease.
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With respect to the Responsibility Matrix, the column labelled as “Landlord” identifies the work to be performed by Landlord at Landlord’s cost and the column labelled as “Tenant” refers to the work being performed by Landlord and paid for out of the TI Fund.
Tenant shall be solely responsible for ensuring that the design and specifications for Landlord’s Work are consistent with Tenant’s requirements. Landlord shall be responsible for obtaining all permits, approvals and entitlements necessary for Landlord’s Work, but shall have no obligation to, and shall not, secure any permits, approvals or entitlements related to Tenant’s specific use of the Premises or Tenant’s business operations therein.
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Tenant shall be entitled to receive the benefit of all construction warranties and manufacturer’s equipment warranties relating to equipment installed in the Premises. If requested by Tenant, Landlord shall attempt to obtain extended warranties from manufacturers and suppliers of such equipment, but the cost of any such extended warranties shall be borne solely out of the TI Fund. Landlord shall promptly undertake and complete, or cause to be completed, all punch list items.
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If Delivery is delayed for any of the foregoing reasons, then Landlord shall cause the TI Architect to certify the date on which the Tenant Improvements would have been Substantially Completed but for such Tenant Delay and such certified date shall be the date of Delivery.
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1. a “Tenant Improvement Allowance” in the maximum amount of $250.00 per rentable square foot in the Premises, which is included in the Base Rent set forth in the Lease; and
2. an “Additional Tenant Improvement Allowance” in the maximum amount of $150.00 per rentable square foot in the Premises, which shall, to the extent used, result in TI Rent as set forth in Section 4(b) of the Lease.
Landlord and Tenant hereby acknowledge and agree that Tenant has agreed to use and apply a portion of the Additional Tenant Improvement Allowance equal to $50.00 per rentable square foot of the Premises toward TI Costs. Prior to the first monthly draw with respect to which Tenant would be responsible for the payment of Excess TI Costs pursuant to Section 5(d) below, Tenant shall notify Landlord if Tenant has elected to use any additional portion of the Additional Tenant Improvement Allowance over and above the $50.00 per rentable square foot referenced above. If Tenant does not initially elect to apply the full amount of the Additional Tenant Improvement Allowance, Tenant shall have the right to subsequently (but in no event later than the date that Tenant Improvements are Substantially Completed) elect, by delivery of written notice to Landlord, to apply any portion of the Additional Tenant Improvement Allowance then remaining available. The TI Allowance shall be disbursed in accordance with this Work Letter.
Tenant shall have no right to the use or benefit (including any reduction to or payment of Base Rent) of any portion of the TI Allowance not applied toward TI Costs. Notwithstanding the foregoing, to the extent that, if, upon the completion of the Tenant Improvements and the payment of all sums due in connection therewith there remains any undisbursed portion of the Additional Tenant Improvement Allowance, Landlord shall make available to Tenant for use during the first 36 calendar months after the Commencement Date (the “Alterations Allowance Outside Date”), an “Alterations Allowance” equal to the unexpended portion of the Additional Tenant Improvement Allowance for the reimbursement to Tenant of reasonable costs incurred by Tenant for fixed and permanent Alterations in the Premises performed by Tenant in accordance with Section 12 of the Lease (as evidenced by invoices delivered to Landlord along with Tenant’s written request for reimbursement of such amounts), which Alterations Allowance shall, to the extent used, result in Alterations Allowance Rent as set forth in Section 4(c) of the Lease. Any portion of the Alterations Allowance remaining undisbursed as of the Alterations Allowance Outside Date shall deemed to have been forfeited by Tenant and Tenant shall have no further right to any portion of such undisbursed Alterations Allowance.
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Schedule 1
Construction Schedule
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Schedule 2
Landlord/Tenant Matrix
Description
| Landlord | Tenant |
SITEWORK |
|
|
Telephone service to main demarcation room from local exchange carrier | X |
|
Domestic sanitary sewer connection to street | X |
|
Lab waste sewer connection to individual tenant pH neutralization system- Connected to Building Sanitary |
| X |
Roof storm drainage | X |
|
Eversource primary and secondary electrical service with Customer Switching Station | X |
|
National Grid gas service | X |
|
Domestic water service to Building | X |
|
Approved Loading and site modification design for loading areas and generators | X |
|
Approved site modification design for Tenant bulk tanks or exterior utilities | X |
|
Site modifications for generators or tenant utilities. |
| X |
Fire protection water service to Building | X |
|
STRUCTURE |
|
|
Structural enhancements for specific Tenant load requirements (Super Structure) | X |
|
Structural framing for dunnage above roof for Base Building equipment | X |
|
Structural framing dunnage above roof for Tenant equipment (Intermediate structure, grating, Dunnage Stairs etc.- Subject to Landlord review and approval) Review |
| X |
Structural framing for infills within the building for Added USF | X |
|
Framed openings for Base Building utility risers | X |
|
Framed openings for Tenant utility risers in addition to Base Building. |
| X |
Miscellaneous metals items and/or concrete pads for Base Building equipment | X |
|
Provide code compliant rated floor and structure | X |
|
Miscellaneous metals items and/or concrete pads for Tenant equipment |
| X |
ROOFING |
|
|
Single ply EPDM roofing system with rigid insulation | X |
|
Roofing penetrations for Base Building equipment/systems | X |
|
Roofing penetrations for Tenant equipment/systems (Subject to Landlord review and approval) |
| X |
Walkway pads to Base Building equipment | X |
|
Walkway pads to Tenant equipment |
| X |
Roofing alterations due to Tenant changes (Subject to Landlord review and approval) |
| X |
EXTERIOR |
|
|
Building exterior | X |
|
Main Building entrances | X |
|
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Shipping/Receiving Docks – [2 docks plus 3rd waste removal staging and doorway] | X |
|
Visual screening of Base Building rooftop equipment as required and applicable | X |
|
Visual screening of Tenant rooftop equipment on landlord provided dunnage super structure (space available within base building screening) – as required and applicable | X |
|
COMMON AREAS |
|
|
Accessible main entrance | X |
|
Finished building common main lobby | X |
|
Finished Common zones on ancillary floors. (Elevator lobbies etc.) | X |
|
Core area toilet rooms (feeding common areas) | X |
|
Janitor’s closets in core areas | X |
|
Primary demarcation room | X |
|
Doors, frames, and hardware at common areas | X |
|
ELEVATORS |
|
|
1 Building Common Passenger | X |
|
1 Tenant Freight Elevator | X |
|
WINDOW TREATMENT |
|
|
Furnish and install Building standard blinds for all windows - standard to be set by Landlord |
| X |
Furnish and install standard blinds above and beyond existing window treatments – to be approved by landlord if visible from building exterior. |
| X |
TENANT AREAS |
|
|
Insulation at perimeter walls where/if applicable |
| X |
Finishes and framing at inside face of exterior walls |
| X |
Finishes at inside face at Tenant side of core partitions |
| X |
Toilet rooms within Tenant Premises in addition to those provided by base building |
| X |
Electrical closets within Tenant Premises |
| X |
Tel/data rooms for interconnection with Tenant tel/data |
| X |
Tenant kitchen areas |
| X |
Modifications to core areas to accommodate Tenant requirements |
| X |
Partitions, ceilings, flooring, painting, finishes, doors, frames, hardware, millwork, casework, equipment, and buildout. |
| X |
Fixed or movable casework. |
| X |
Laboratory Equipment including but not limited to biosafety cabinets, autoclaves, glasswashers. |
| X |
Chemical Fume Hoods, bench fume hood |
| X |
Finishes at common corridors on floors with multiple Tenants within redeveloped space | X |
|
Shaft enclosures for Base Building systems’ risers | X |
|
Shaft enclosures for Tenant risers (in addition to risers put in place for tenant use) |
| X |
Ability for Control Areas per building Capabilities | X |
|
Tenant Fit out Upgrades or modifications to Base building Scope required by Tenant Insurer |
| X |
FIRE PROTECTION |
|
|
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Fire service entrance including fire department connection, alarm valve, and flow protection | X |
|
Core area distribution piping and sprinkler heads | X |
|
Stair distribution piping and sprinkler heads | X |
|
All run outs, drop heads, and related equipment within Tenant premises |
| X |
Modification of sprinkler piping and head locations to suit Tenant layout and hazard index |
| X |
Specialized extinguishing systems or containment for tenant program areas |
| X |
Pre-action dry-pipe systems |
| X |
Fire extinguisher cabinets at core areas | X |
|
Fire extinguisher cabinets in Tenant Premises |
| X |
PLUMBING |
|
|
Domestic water service with backflow prevention and Base Building risers | X |
|
Domestic water distribution within Tenant Premises |
| X |
Core restroom plumbing fixtures compliant with accessibility requirements and anticipated lab/office occupancy load. | X |
|
Tenant restroom plumbing fixtures compliant with accessibility requirements (in addition to those provided by the Base Building) |
| X |
Non-potable cold water backflow preventers for tenant use |
| X |
Non-potable cold water distribution in Tenant Premises |
| X |
Wall hydrants in core areas (where required by code) | X |
|
Storm drainage system | X |
|
Sanitary waste and vent service | X |
|
Domestic Waste Connection in pH Pit- 4 Inch Connection |
| X |
Dedicated two stage active pH neutralization system (For tenant lab and MFG) |
| X |
MWRA permit for dedicated pH neutralization system |
| X |
Domestic Cold water connection - 4 Inch Connection | X |
|
Pits if applicable and designed inverts for waste treatment systems to be installed by Tenant |
| X |
Lab waste and vent pipe distribution |
| X |
Hot water generation for core restrooms | X |
|
Non-potable Hot water generation and risers for Tenant use |
| X |
Non-potable hot water distribution in Tenant Premises |
| X |
Central lab air compressor and piping risers for PD lab use |
| X |
Air compressor and piping risers for dedicated Tenant MFG use |
| X |
Compressed air pipe distribution in Tenant Premises for specific points of use |
| X |
Central lab vacuum system and pipe risers |
| X |
Lab vacuum system and pipe risers for dedicated Tenant MFG use |
| X |
Lab vacuum pipe distribution in Tenant Premises for specific points of use |
| X |
Tepid water generator and pipe risers for full PD/MFG lab use |
| X |
Tepid water pipe distribution in Tenant Premises |
| X |
RO/DI water generator and pipe risers |
| X |
RO/DI water pipe distribution in Tenant Premises for specific points of use |
| X |
Manifolds, piping, and other requirements including cylinders, not specifically mentioned above |
| X |
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NATURAL GAS |
|
|
Natural gas service to Building and piping to Base Building boilers and equipment | X |
|
Natural gas service, pressure regulator and meter for Tenant equipment |
| X |
Natural gas piping from Tenant meter to Tenant Premises or Tenant equipment area. |
| X |
Pro Rata share of remaining Gas Capacity 2,100 CFH | X |
|
Natural gas pipe distribution within Tenant Premises |
| X |
Natural gas pressure regulator vent pipe riser from valve location through roof |
| X |
HEATING, VENTILATION, AIR CONDITIONING |
|
|
Building Management System (BMS) for core area and Landlord infrastructure | X |
|
BMS (compatible with Landlord’s system) within Tenant Premises and Tenant infrastructure |
| X |
Once-through supply air handling units and recirculating units for Manufacturing area |
| X |
Roof mounted exhaust fans and heat recovery system for manufacturing area |
| X |
Office ventilation air |
| X |
Fan coils for office cooling/heating and supplemental lab cooling |
| X |
2,000 Ton chiller plant (4) Nominal 500 Ton Chillers, associated pumps, cooling towers, and controls. 20,000 MBH hot water plants – (6) 4,000MBH Condensing Boilers (N+1) , associated pumps, stacks, specialties and controls. | X |
|
Hot water reheat distribution to reheat coils |
| X |
Chilled water risers for tenant use |
| x |
Chilled water distribution for tenant use |
| X |
Vertical supply Office air duct distribution |
| X |
Supply air duct distribution, VAV terminals, equipment connections, insulation, air terminals, dampers, hangers, etc. within Tenant Premises. |
| X |
Supply air duct distribution, VAV terminals, equipment connections, insulation, air terminals, dampers, hangers, etc. within core areas. | X |
|
Roof mounted laboratory exhaust fans and heat recovery system for general lab exhaust |
| X |
Vertical exhaust air duct risers for general lab exhaust |
| X |
Roof mounted laboratory exhaust fans for specialty exhaust systems. Subject to Landlord approval prior to installation. |
| X |
Vertical exhaust air duct risers and shaft for dedicated fume hood or specialty exhaust systems |
| X |
Exhaust air duct distribution, exhaust air valves, equipment connections, insulation, air terminals, dampers, hangers, etc. within Tenant Premises. |
| X |
Exhaust air duct distribution, exhaust air valves, equipment connections, insulation, air terminals, dampers, hangers, etc. within core areas | X |
|
General Exhaust for Tenant H2, H3 Rooms |
| X |
Restroom exhaust for core area restrooms | X |
|
Restroom exhaust for restrooms within Tenant Premises |
| X |
Electric room ventilation system for Base Building electrical closets | X |
|
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Electric room ventilation system for electrical closets within Tenant premises |
| X |
Sound attenuation for Base Building infrastructure to comply with local Noise Ordinance | X |
|
Sound attenuation for Tenant equipment to comply with local Noise Ordinance |
| X |
ELECTRICAL |
|
|
Electrical utility service to switchgear in main electrical vault, including (2) 2500KVA transformers paired with (2) Switchboards | X |
|
Approved pad configurations for tenant generator needs. | X |
|
2,000 kW Diesel fired Standby generator to support 50% of Base Building Central Chiller Plant (incl. ATS and sound attenuation to comply with local noise ordinance) | X |
|
Dedicated Standby Generator for Tenant lab and manufacturing needs |
| X |
Sound attenuation for tenant generator to comply with local Noise Ordinance |
| X |
Automatic transfer switch for Tenant generator connections to the heating and cooling plant |
| X |
Standby power distribution within Tenant Premises |
| X |
Switchboard capacity and circuiting to Chiller and Boiler Plants | X |
|
Switchboard capacity to provide 2,164,593 watts for Tenant Fitout needs | X |
|
Lighting and power distribution for Tenant Premises |
| X |
Tenant power sub-metering with connection to BMS |
| X |
• Common area life safety emergency lighting/signage | X |
|
Tenant Premises life safety emergency lighting/signage |
| X |
Tenant panels, transformers, etc. in addition to Base Building |
| X |
Tenant UPS system, battery backup, and associated equipment/distribution |
| X |
FIRE ALARM |
|
|
Base Building fire alarm system with devices in core areas | X |
|
Fire alarm sub panels and devices for Tenant Premises with integration into Base Building system |
| X |
Alteration to fire alarm system to facilitate Tenant program |
| X |
TELEPHONE/DATA |
|
|
Underground local exchange carrier service to primary demarcation room in basement | X |
|
Tel Data Riser Conduit from demark to each floor | X |
|
Tenant tel/data rooms |
| X |
Pathways from demarcation room directly into Tenant tel/data rooms |
| X |
Tel/Data cabling from demarcation room Tenant tel/data room. |
| X |
Fiber optic service for Tenant use |
| X |
Tel/data infrastructure including but not limited to servers, computers, phone systems, switches, routers, MUX panels, equipment racks, ladder racks, etc. |
| X |
Provisioning of circuits and service from service providers |
| X |
Audio visual systems and support |
| X |
Station cabling from Tenant tel/data room to all Tenant locations, within the suite and exterior to the suite, if needed |
| X |
SECURITY |
|
|
Card access at Building entries | X |
|
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Card access into or within Tenant Premises on separate Tenant installed and managed system |
| X |
|
|
|
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EXHIBIT D TO LEASE
ACKNOWLEDGMENT OF COMMENCEMENT DATE
This ACKNOWLEDGMENT OF COMMENCEMENT DATE is made this _____ day of ______________, ____, between ARE-WINTER STREET PROPERTY, LLC, a Delaware limited liability company (“Landlord”), and INTELLIA THERAPEUTICS, INC., a Delaware corporation (“Tenant”), and is attached to and made a part of the Lease dated ______________, _____ (the “Lease”), by and between Landlord and Tenant. Any initially capitalized terms used but not defined herein shall have the meanings given them in the Lease.
Landlord and Tenant hereby acknowledge and agree, for all purposes of the Lease, that the Commencement Date of the Base Term of the Lease is ______________, _____, and the termination date of the Base Term of the Lease shall be midnight on ______________, _____. In case of a conflict between the terms of the Lease and the terms of this Acknowledgment of Commencement Date, this Acknowledgment of Commencement Date shall control for all purposes.
IN WITNESS WHEREOF, Landlord and Tenant have executed this ACKNOWLEDGMENT OF COMMENCEMENT DATE to be effective on the date first above written.
TENANT:
INTELLIA THERAPEUTICS, INC.,
a Delaware corporation
By:
Name:
Its:
□ I hereby certify that the signature, name, and title above are my signature, name and title
[Signature continued on following page]
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LANDLORD:
ARE-WINTER STREET PROPERTY, LLC,
a Delaware limited liability company
By: ARE-Winter Street Holdings, LLC,
a Delaware limited liability company,
managing member
By: ARE-MA Region No. 85 JV, LLC,
a Delaware limited liability company,
managing member
By: ARE-Special Services, LLC,
a Delaware limited liability company,
managing member
By: Alexandria Real Estate Equities, L.P.,
a Delaware limited partnership,
managing member
By: ARE-QRS Corp.,
a Maryland corporation,
general partner
By:
Name:
Its:
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Rules and Regulations 840 Winter – Suite 100/Intellia - Page 1
EXHIBIT E TO LEASE
Rules and Regulations
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EXHIBIT F TO LEASE
TENANT’S PERSONAL PROPERTY
None.
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EXHIBIT G TO LEASE
BUILDING SIGN LOCATION
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