Juno Therapeutics, Inc. (Form: S-1/A, Received: 11/24/2014 15:17:30)

Large accelerated filer

Accelerated filer ¨

Non-accelerated filer

Smaller reporting company ¨

(Do not check if a smaller reporting company)

As filed with the Securities and Exchange Commission on November 24, 2014.

Registration No. 333-200293

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

AMENDMENT NO. 1

FORM S-1

REGISTRATION STATEMENT

Under

The Securities Act of 1933

JUNO THERAPEUTICS, INC.

(Exact name of registrant as specified in its charter)


Delaware	2836	46-3656275
(State or other jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification Number)

307 Westlake Avenue North, Suite 300

Seattle, Washington 98109

(206) 582-1600

(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)

Hans E. Bishop

President and Chief Executive Officer

307 Westlake Avenue North, Suite 300

Seattle, Washington 98109

(206) 582-1600

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Patrick J. Schultheis

Michael Nordtvedt

Wilson Sonsini Goodrich & Rosati

Professional Corporation

701 Fifth Avenue, Suite 5100

Seattle, Washington 98104-7036

(206) 883-2500

Bernard J. Cassidy

Zachary D. Hale

Office of the General Counsel

307 Westlake Avenue North,

Suite 300

Seattle, Washington 98109

(206) 582-1600

B. Shayne Kennedy

Brian Cuneo

Latham & Watkins LLP

650 Town Center Drive, 20th Floor

Costa Mesa, California 92626-1925

(714) 540-1235

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement.

If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ¨

If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

Explanatory Note

This Amendment No. 1 to the Registration Statement on Form S-1 (File No. 333-200293), or the Registration Statement, of Juno Therapeutics, Inc. is being filed for the purpose of adding Exhibits to the Registration Statement and amending the Exhibit Index and Items 15 and 16 of Part II of the Registration Statement. No changes or additions are being made hereby to the prospectus constituting Part I of the Registration Statement (not included herein) or to Items 13, 14, or 17 of Part II of the Registration Statement.

PART II

INFORMATION NOT REQUIRED IN THE PROSPECTUS

Item 13. Other Expenses of Issuance and Distribution.

The following table sets forth the expenses to be incurred in connection with the offering described in this Registration Statement, other than underwriting discounts and commissions, all of which will be paid by us. All amounts are estimates except the Securities and Exchange Commission’s registration fee, the Financial Industry Regulatory Authority, Inc.’s filing fee and The NASDAQ Global Select Market listing fee.


	Amount to be Paid

SEC registration fee	$	17,430
FINRA filing fee		23,000
The NASDAQ Global Select Market listing fee		*
Printing and engraving expenses		*
Legal fees and expenses		*
Accounting fees and expenses		*
Blue Sky fees and expenses (including legal fees)		*
Transfer agent and registrar fees and expenses		*
Miscellaneous		*

Total	$	*

*	To be completed by amendment

Item 14. Indemnification of Directors and Officers.

Section 145 of the Delaware General Corporation Law empowers a corporation to indemnify its directors and officers and to purchase insurance with respect to liability arising out of their capacity or status as directors and officers, provided that the person acted in good faith and in a manner the person reasonably believed to be in our best interests, and, with respect to any criminal action, had no reasonable cause to believe the person’s actions were unlawful. The Delaware General Corporation Law further provides that the indemnification permitted thereunder shall not be deemed exclusive of any other rights to which the directors and officers may be entitled under the corporation’s bylaws, any agreement, a vote of stockholders or otherwise. The certificate of incorporation of the registrant to be in effect upon the completion of this offering provides for the indemnification of the registrant’s directors and officers to the fullest extent permitted under the Delaware General Corporation Law. In addition, the bylaws of the registrant to be in effect upon the completion of this offering require the registrant to fully indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding (whether civil, criminal, administrative or investigative) by reason of the fact that such person is or was a director, or officer of the registrant, or is or was a director or officer of the registrant serving at the registrant’s request as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorney’s fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding, to the fullest extent permitted by applicable law.

Section 102(b)(7) of the Delaware General Corporation Law permits a corporation to provide in its certificate of incorporation that a director of the corporation shall not be personally liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except (1) for any breach of the director’s duty of loyalty to the corporation or its stockholders, (2) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (3) for payments of unlawful dividends or unlawful stock repurchases or redemptions or (4) for any transaction from which the director derived an improper

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personal benefit. The registrant’s certificate of incorporation to be in effect upon the completion of this offering provides that the registrant’s directors shall not be personally liable to it or its stockholders for monetary damages for breach of fiduciary duty as a director and that if the Delaware General Corporation Law is amended to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of the registrant’s directors shall be eliminated or limited to the fullest extent permitted by the Delaware General Corporation Law, as so amended.

Section 174 of the Delaware General Corporation Law provides, among other things, that a director who willfully or negligently approves of an unlawful payment of dividends or an unlawful stock purchase or redemption may be held liable for such actions. A director who was either absent when the unlawful actions were approved, or dissented at the time, may avoid liability by causing his or her dissent to such actions to be entered in the books containing minutes of the meetings of the board of directors at the time such action occurred or immediately after such absent director receives notice of the unlawful acts.

As permitted by the Delaware General Corporation Law, the registrant has entered into separate indemnification agreements with each of the registrant’s directors and certain of the registrant’s officers which require the registrant, among other things, to indemnify them against certain liabilities which may arise by reason of their status as directors, officers or certain other employees.

The registrant expects to obtain and maintain insurance policies under which its directors and officers are insured, within the limits and subject to the limitations of those policies, against certain expenses in connection with the defense of, and certain liabilities which might be imposed as a result of, actions, suits or proceedings to which they are parties by reason of being or having been directors or officers. The coverage provided by these policies may apply whether or not the registrant would have the power to indemnify such person against such liability under the provisions of the Delaware General Corporation Law.

These indemnification provisions and the indemnification agreements entered into between the registrant and the registrant’s officers and directors may be sufficiently broad to permit indemnification of the registrant’s officers and directors for liabilities (including reimbursement of expenses incurred) arising under the Securities Act of 1933, as amended.

The underwriting agreement between the registrant and the underwriters to be filed as Exhibit 1.1 to this registration statement provides for the indemnification by the underwriters of the registrant’s directors and officers and certain controlling persons against specified liabilities, including liabilities under the Securities Act with respect to information provided by the underwriters specifically for inclusion in the registration statement.

Item 15. Recent Sales of Unregistered Securities.

The following list sets forth information regarding all unregistered securities sold by us in the past three years. No underwriters were involved in the sales and the certificates representing the securities sold and issued contain legends restricting transfer of the securities without registration under the Securities Act or an applicable exemption from registration.

(a)

In August 2013, we issued and sold 4,388,060 shares of our common stock to an accredited investor at $0.002 per share.

(b)

In October 2013, we issued and sold an aggregate of 35,000,000 shares of Series A convertible preferred stock at $1.00 per share, for aggregate proceeds of $35,000,000, to two accredited investors.

(c)

In October 2013, we issued an aggregate of 9,000,000 shares of Series A-1 convertible preferred stock and 900,000 shares of common stock to ZBS Holdings, LLC (fka ZetaRx Biosciences, Inc.) in connection with the closing of the asset purchase agreement with ZetaRx Biosciences, Inc., or ZetaRx.

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(d)

In October 2013, we issued and sold an aggregate of 1,055,001 shares of Series A convertible preferred stock at $1.00 per share, to six accredited investors, in exchange for the cancellation of promissory notes with an aggregate principal balance of $1,055,001 assumed in connection with the closing of the asset purchase agreement with ZetaRx.

(e)

In October 2013, we issued an aggregate of 13,099,995 shares of our common stock as part of the consideration for an exclusive worldwide, sublicensable license to certain patent rights, and a non-exclusive, worldwide license to certain technology to discover, develop, make and commercialize licensed products and services for the treatment of human cancers under a license agreement with Fred Hutchinson Cancer Research Center.

(f)

In November 2013, we issued and sold 1,453,594 shares of our common stock to an accredited investor at $0.002 per share.

(g)

In November 2013, we issued an aggregate of 2,000,000 shares of our common stock as part of the consideration for an exclusive worldwide sublicensable license to discover, develop, make and commercialize licensed products and services for therapeutic and diagnostic uses under a license agreement with Memorial Sloan Kettering Cancer Center.

(h)

In December 2013, we issued and sold an aggregate of 31,667,672 shares of Series A convertible preferred stock at $1.00 per share, for aggregate proceeds of $31,667,672, to a total of 23 accredited investors.

(i)

In July 2014, we issued and sold an aggregate of 20,000,000 shares of Series A convertible preferred stock at $1.00 per share, for aggregate proceeds of $20,000,000, to two accredited investors.

(j)

In April and May 2014, we issued and sold an aggregate of 31,312,098 shares of Series A-2 convertible preferred stock at $1.00 per share, for aggregate proceeds of $31,312,098, to a total of 41 accredited investors.

(k)

In June 2014, we issued and sold an aggregate of 31,312,098 shares of Series A-2 convertible preferred stock at $1.00 per share, for aggregate proceeds of $31,312,098, to a total of 41 accredited investors.

(l)

In July 2014, we issued and sold an aggregate of 31,312,108 shares of Series A-2 convertible preferred stock at $1.00 per share, for aggregate proceeds of $31,312,108, to a total of 41 accredited investors.

(m)

In August 2014, we issued and sold an aggregate of 48,978,730 shares of Series B convertible preferred stock at $2.73 per share, for aggregate proceeds of $133,711,933, to a total of 51 accredited investors.

(n)

From September 2013 through August 2014, we granted an aggregate of 43,510,551 shares of our restricted stock to certain employees, directors and consultants under the registrant’s 2013 Equity Incentive Plan, of which 400,000 unvested shares returned to our company upon termination of awards.

(o)

From September 2014 through November 23, 2014, we granted stock options to purchase an aggregate of 10,702,408 shares of common stock to certain employees, directors, and consultants under the registrant’s 2013 Equity Incentive Plan at a weighted average exercise price of $1.75 per share.

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The offers, sales, and issuances of the securities described in Items 15(a) through 15(m) were exempt from registration under the Securities Act under Section 4(a)(2) of the Securities Act or Regulation D promulgated thereunder as transactions by an issuer not involving a public offering. The recipients of securities in each of these transactions acquired the securities for investment only and not with a view to or for sale in connection with any distribution thereof and appropriate legends were affixed to the securities issued in these transactions. Each of the recipients of securities in these transactions was an accredited person and had adequate access, through employment, business or other relationships, to information about the registrant.

The offers, sales and issuances of the securities described in Items 15(n) through 15(o) were exempt from registration under the Securities Act under either (1) Rule 701 in that the transactions were under compensatory benefit plans and contracts relating to compensation as provided under Rule 701 or (2) Section 4(a)(2) of the Securities Act as transactions by an issuer not involving any public offering. The recipients of such securities were the registrant’s employees, consultants or directors and received the securities under the registrant’s 2013 Equity Incentive Plan. The recipients of securities in each of these transactions represented their intention to acquire the securities for investment only and not with view to or for sale in connection with any distribution thereof and appropriate legends were affixed to the securities issued in these transactions.

Item 16. Exhibits and Financial Statement Schedules.

(a)

Exhibits.


Exhibit Number		Description
1.1*		Form of Underwriting Agreement
3.1*		Form of Amended and Restated Certificate of Incorporation, to be effective upon completion of this offering
3.2*		Form of Amended and Restated Bylaws, to be effective upon completion of this offering
4.1†		Third Amended and Restated Investors’ Rights Agreement, dated August 1, 2014, by and among the registrant and the investors named therein
5.1*		Opinion of Wilson Sonsini Goodrich & Rosati, Professional Corporation
10.1#†		Exclusive License Agreement, dated November 1, 2009, by and between City of Hope and ZetaRx, LLC, predecessor to the registrant
10.2#		Amended and Restated Patent and Technology License Agreement, effective November 1, 2009, by and between Fred Hutchinson Cancer Research Center and ZetaRx, LLC, predecessor to the registrant
10.3#		Amended and Restated Patent and Technology License Agreement, effective January 2, 2012, by and between Fred Hutchinson Cancer Research Center and ZetaRx BioSciences, Inc., predecessor to the registrant
10.4(A)#		Collaboration Agreement, dated October 16, 2013, by and between Fred Hutchinson Cancer Research Center and the registrant
10.4(B)#		Amendment No. 1 to Collaboration Agreement, dated November 19, 2014, by and between Fred Hutchinson Cancer Research Center and the registrant
10.5†		Letter Agreement, dated October 16, 2013, by and between Fred Hutchinson Cancer Research Center and the registrant
10.6#		Amended and Restated Patent and Technology License Agreement, effective October 16, 2013, by and between Fred Hutchinson Cancer Research Center and the registrant
10.7(A)#†		Exclusive License Agreement, dated November 21, 2013, by and between Memorial Sloan Kettering Cancer Center and the registrant
10.7(B)#†		Amendment No. 1 to Exclusive License Agreement, dated September 8, 2014, by and between Memorial Sloan Kettering Cancer Center and the registrant
10.8#†		Master Sponsored Research Agreement, dated November 21, 2013, by and between Memorial Sloan Kettering Cancer Center and the registrant
10.9#†		Master Clinical Study Agreement, dated November 21, 2013, by and between Memorial Sloan Kettering Cancer Center and the registrant

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Exhibit Number		Description
10.10#†		Letter Agreement, dated November 21, 2013, by and between Memorial Sloan Kettering Cancer Center and the registrant
10.11#†		Exclusive License Agreement, dated December 3, 2013, by and between St. Jude Children’s Research Hospital, Inc. and the registrant
10.12(A)#†		Exclusive License Agreement, dated February 13, 2014, by and between Seattle Children’s Hospital d/b/a Seattle Children’s Research Institute and the registrant
10.12(B)#†		Amendment No. 1 to Exclusive License Agreement, dated August 4, 2014, by and between Seattle Children’s Hospital d/b/a Seattle Children’s Research Institute and the registrant
10.13#†		Sponsored Research Agreement, dated February 13, 2014, by and between Seattle Children’s Hospital d/b/a Seattle Children’s Research Institute and the registrant
10.14+†		Offer Letter Agreement, dated September 5, 2013, by and between Hans E. Bishop and the registrant, as amended by the Side Letter Agreement dated September 16, 2013
10.15+†		Offer Letter Agreement, dated January 1, 2014, by and between Bernard J. Cassidy and the registrant
10.16+†		Offer Letter Agreement, dated January 13, 2014, by and between Mark Frohlich, M.D. and the registrant
10.17+†		Offer Letter Agreement, dated March 20, 2014, by and between Steven D. Harr, M.D. and the registrant
10.18+†		Form of Director and Executive Officer Indemnification Agreement
10.19+†		2013 Equity Incentive Plan, as amended
10.20+†		Form of Restricted Stock Agreement under the 2013 Equity Incentive Plan
10.21+†		Form of Stock Option Grant Notice and Option Agreement under the 2013 Equity Incentive Plan
10.22+*		2014 Equity Incentive Plan
10.23+*		Form of Restricted Stock Purchase Agreement under the 2014 Equity Incentive Plan
10.24+*		Form of Stock Option Grant Notice and Option Agreement under the 2014 Equity Incentive Plan
10.25+*		2014 Employee Stock Purchase Plan
10.26†		Sublease Agreement, dated November 22, 2013, by and between Seattle Biomedical Research Institute and the registrant
10.27		Sublease Agreement, dated November 20, 2014, by and between Seattle Biomedical Research Institute and the registrant
23.1†		Consent of Independent Registered Public Accounting Firm
23.2*		Consent of Wilson Sonsini Goodrich & Rosati, Professional Corporation (included in Exhibit 5.1)
24.1†		Powers of Attorney
24.2*		Power of Attorney for Mary Agnes Wilderotter

*	To be filed by amendment.

+	Indicates a management contract or compensatory plan.

#	Portions of this exhibit (indicated by asterisks) have been omitted pursuant to a request for confidential treatment and this exhibit has been filed separately with the SEC.

†	Previously filed.

(b)

Financial statement schedules.

Schedules have been omitted because the information required to be set forth therein is not applicable or is shown in the financial statements or notes thereto.

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Item 17. Undertakings.

The undersigned registrant hereby undertakes to provide to the underwriters at the closing specified in the underwriting agreements, certificates in such denominations and registered in such names as required by the underwriters to permit prompt delivery to each purchaser.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

The undersigned hereby undertakes that:

(1) For purposes of determining any liability under the Securities Act, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act of 1933 shall be deemed to be part of this registration statement as of the time it was declared effective.

(2) For the purpose of determining any liability under the Securities Act, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this Amendment No.1 to the Registration Statement on Form S-1 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Seattle, State of Washington, on November 24, 2014.


JUNO THERAPEUTICS, INC.

By:		/s/ Hans E. Bishop
		Hans E. Bishop
		President and Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, as amended, this Amendment No.1 to the Registration Statement on Form S-1 has been signed by the following persons in the capacities and on the dates indicated.


Signature	Title	Date

/s/ HANS E. BISHOP HANS E. BISHOP	President, Chief Executive Officer and Director (Principal Executive Officer)	November 24, 2014

/s/ STEVEN D. HARR STEVEN D. HARR	Chief Financial Officer and Head of Corporate Development (Principal Accounting and Financial Officer)	November 24, 2014

* HOWARD H. PIEN	Chairman of the Board	November 24, 2014

* HAL V. BARRON	Director	November 24, 2014

* ANTHONY B. EVNIN	Director	November 24, 2014

* RICHARD KLAUSNER	Director	November 24, 2014

* ROBERT T. NELSEN	Director	November 24, 2014

* MARC TESSIER-LAVIGNE	Director	November 24, 2014

MARY AGNES WILDEROTTER	Director


*By:		/s/ HANS E. BISHOP
		HANS E. BISHOP
		Attorney-in-Fact

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EXHIBIT INDEX


Exhibit Number		Description

1.1*		Form of Underwriting Agreement

3.1*		Form of Amended and Restated Certificate of Incorporation, to be effective upon completion of this offering

3.2*		Form of Amended and Restated Bylaws, to be effective upon completion of this offering

4.1†		Third Amended and Restated Investors’ Rights Agreement, dated August 1, 2014, by and among the registrant and the investors named therein

5.1*		Opinion of Wilson Sonsini Goodrich & Rosati, Professional Corporation

10.1#†		Exclusive License Agreement, dated November 1, 2009, by and between City of Hope and ZetaRx, LLC, predecessor to the registrant

10.2#		Amended and Restated Patent and Technology License Agreement, effective November 1, 2009, by and between Fred Hutchinson Cancer Research Center and ZetaRx, LLC, predecessor to the registrant

10.3#		Amended and Restated Patent and Technology License Agreement, effective January 2, 2012, by and between Fred Hutchinson Cancer Research Center and ZetaRx BioSciences, Inc., predecessor to the registrant

10.4(A)#		Collaboration Agreement, dated October 16, 2013, by and between Fred Hutchinson Cancer Research Center and the registrant

10.4(B)#		Amendment No. 1 to Collaboration Agreement, dated November 19, 2014, by and between Fred Hutchinson Cancer Research Center and the registrant

10.5†		Letter Agreement, dated October 16, 2013, by and between Fred Hutchinson Cancer Research Center and the registrant

10.6#		Amended and Restated Patent and Technology License Agreement, effective October 16, 2013, by and between Fred Hutchinson Cancer Research Center and the registrant

10.7(A)#†		Exclusive License Agreement, dated November 21, 2013, by and between Memorial Sloan Kettering Cancer Center and the registrant

10.7(B)#†		Amendment No. 1 to Exclusive License Agreement, dated September 8, 2014, by and between Memorial Sloan Kettering Cancer Center and the registrant

10.8#†		Master Sponsored Research Agreement, dated November 21, 2013, by and between Memorial Sloan Kettering Cancer Center and the registrant

10.9#†		Master Clinical Study Agreement, dated November 21, 2013, by and between Memorial Sloan Kettering Cancer Center and the registrant

10.10#†		Letter Agreement, dated November 21, 2013, by and between Memorial Sloan Kettering Cancer Center and the registrant

10.11#†		Exclusive License Agreement, dated December 3, 2013, by and between St. Jude Children’s Research Hospital, Inc. and the registrant

10.12(A)#†		Exclusive License Agreement, dated February 13, 2014, by and between Seattle Children’s Hospital d/b/a Seattle Children’s Research Institute and the registrant

10.12(B)#†		Amendment No. 1 to Exclusive License Agreement, dated August 4, 2014, by and between Seattle Children’s Hospital d/b/a Seattle Children’s Research Institute and the registrant

10.13#†		Sponsored Research Agreement, dated February 13, 2014, by and between Seattle Children’s Hospital d/b/a Seattle Children’s Research Institute and the registrant


Exhibit Number		Description

10.14+†		Offer Letter Agreement, dated September 5, 2013, by and between Hans E. Bishop and the registrant, as amended by the Side Letter Agreement dated September 16, 2013

10.15+†		Offer Letter Agreement, dated January 1, 2014, by and between Bernard J. Cassidy and the registrant

10.16+†		Offer Letter Agreement, dated January 13, 2014, by and between Mark Frohlich, M.D. and the registrant

10.17+†		Offer Letter Agreement, dated March 20, 2014, by and between Steven D. Harr, M.D. and the registrant

10.18+†		Form of Director and Executive Officer Indemnification Agreement

10.19+†		2013 Equity Incentive Plan, as amended

10.20+†		Form of Restricted Stock Agreement under the 2013 Equity Incentive Plan

10.21+†		Form of Stock Option Grant Notice and Option Agreement under the 2013 Equity Incentive Plan

10.22+*		2014 Equity Incentive Plan

10.23+*		Form of Restricted Stock Purchase Agreement under the 2014 Equity Incentive Plan

10.24+*		Form of Stock Option Grant Notice and Option Agreement under the 2014 Equity Incentive Plan

10.25+*		2014 Employee Stock Purchase Plan

10.26†		Sublease Agreement, dated November 22, 2013, by and between Seattle Biomedical Research Institute and the registrant

10.27		Sublease Agreement, dated November 20, 2014, by and between Seattle Biomedical Research Institute and the registrant

23.1†		Consent of Independent Registered Public Accounting Firm

23.2*		Consent of Wilson Sonsini Goodrich & Rosati, Professional Corporation (included in Exhibit 5.1)

24.1†		Powers of Attorney

24.2*		Power of Attorney for Mary Agnes Wilderotter

*	To be filed by amendment.

+	Indicates a management contract or compensatory plan.

#	Portions of this exhibit (indicated by asterisks) have been omitted pursuant to a request for confidential treatment and this exhibit has been filed separately with the SEC.

†	Previously filed.

Exhibit 10.2

[***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

AMENDED AND RESTATED PATENT AND TECHNOLOGY LICENSE AGREEMENT

This AMENDED AND RESTATED PATENT AND TECHNOLOGY LICENSE AGREEMENT (“AGREEMENT”) is made on this 1 ^st day of November, 2009, by and between FRED HUTCHINSON CANCER RESEARCH CENTER (“FHCRC”), a Washington state nonprofit organization, with principal offices located at 1100 Fairview Ave. N., Seattle, Washington 98109, and ZETARX LLC, a Delaware limited liability company, having a principal place of business located at 9701 Wilshire Blvd. Suite 1000, Beverly Hills, CA 90212 (“LICENSEE”).

RECITALS

A.	WHEREAS, FHCRC owns certain PATENT RIGHTS and TECHNOLOGY RIGHTS (capitalized terms are defined in Article II);

B.	WHEREAS, FHCRC is willing to license the PATENT RIGHTS and TECHNOLOGY RIGHTS to LICENSEE in accordance with the terms and conditions of this AGREEMENT, and LICENSEE desires to obtain such a license;

WHEREAS, FHCRC, a nonprofit corporation exempt from federal income taxation under Section 501(c)(3) of the Internal Revenue Code of 1986, as amended, organized and operated exclusively for charitable, scientific and educational purposes, has determined that this AGREEMENT is in furtherance of its mission;

D.	WHEREAS, FHCRC and LICENSEE are additionally entering into a RESEARCH AGREEMENT on mutually agreeable terms and conditions for performance of the PROJECT;

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E.	WHEREAS, Juno Therapeutics, Inc. acquired this AGREEMENT on October 16, 2013 as part of an asset acquisition from ZetaRx Biosciences, Inc. (f/k/a ZETARX LLC), and Juno Therapeutics, Inc. thereby became the LICENSEE under this AGREEMENT; and

WHEREAS, FHCRC and LICENSEE have entered into additional license agreements (i.e., that certain Patent and Technology License Agreement entered as of January 2, 2012 (the “ 2012 LICENSE ”) and that certain Patent and Technology License Agreement entered as of October 16, 2013 (the “ 2013 LICENSE ”)) and have agreed, effective as of November 19, 2014, to amend and restate this AGREEMENT and such agreements, in order to ensure that if more than one of such license agreements are practiced with respect to LICENSED PRODUCTS that the aggregate financial obligations of LICENSEE to FHCRC with respect to LICENSED PRODUCTS are not onerous.

NOW, THEREFORE, in consideration of the mutual covenants and promises herein contained, the parties agree as follows:

I. EFFECTIVE DATE

1.1	This AGREEMENT is effective as of the date first written above (“EFFECTIVE DATE”).

II. DEFINITIONS

As used in this AGREEMENT, the following terms have the meanings indicated:

2.1

AFFILIATE means any business entity more than fifty percent (50%) owned by LICENSEE, any business entity which owns more than fifty percent (50%) of LICENSEE, or any business entity that is more than fifty percent (50%) owned by a business entity that owns more than fifty percent (50%) of LICENSEE. For purposes of the foregoing, “owned” and “owns” shall include direct or indirect ownership.

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2.2	EQUITY FINANCING means any equity or convertible debt financing, including without limitation a Series A preferred membership interest financing and/or other membership interest financing or a convertible promissory note financing, by LICENSEE.

2.3	FUNDED RESEARCH means the research conducted for the PROJECT in the laboratory of Dr. Stan Riddell pursuant to the RESEARCH AGREEMENT.

2.4	LICENSED FIELD means all fields of use.

2.5	LICENSED PRODUCTS means any product or service comprising, or made, used or sold through the use of or incorporating, LICENSED SUBJECT MATTER.

2.6	LICENSED SUBJECT MATTER means the PATENT RIGHTS and TECHNOLOGY RIGHTS within the LICENSED FIELD.

2.7	LICENSED TERRITORY means worldwide.

2.8

NET SALES means the gross revenues received by LICENSEE, AFFILIATES, or sublicensees from a SALE, [***], less sales discounts actually granted (including cash, trade and quantity discounts, rebates, allowances, chargebacks and retroactive price adjustments), sales and/or use taxes actually paid or incurred, direct sales costs, including sales and distribution commissions paid, import and/or export duties actually paid, outbound transportation actually prepaid or allowed, and amounts actually allowed or credited due to returns, rejections or damaged goods (not exceeding the original billing or invoice amount), all as recorded by LICENSEE in LICENSEE’s official books and records in accordance with generally accepted accounting practices and consistent with LICENSEE’s financial statements. NET SALES shall not include SALES by LICENESEE to its AFFILIATES for resale, provided that if LICENSEE sells a LICENSED PRODUCT to an AFFILIATE for resale, LICENSEE shall include the amounts [***] such AFFILIATE to THIRD PARTIES

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on the resale of such LICENSED PRODUCT. SALES for preclinical, clinical or regulatory purposes shall not be included in NET SALES. In the event a LICENSED PRODUCT is sold in combination with drug substances (“Combination Product”), NET SALES, for purposes of royalty payments on the Combination Product, shall be calculated by [***]. In the event that no such separate sales are made, the parties shall mutually agree upon a reasonable method for calculating NET SALES for purposes of royalty payments on the Combination Product.

2.9

PATENT RIGHTS means FHCRC’s rights in information, inventions or discoveries described in invention disclosures, or claimed in any patents, and/or patent applications, whether domestic or foreign, and all divisionals, continuations, continuations-in-part, reissues, reexaminations or extensions thereof, and any letters patent that issue, that relate to the subject matter identified in Exhibit A attached hereto, including any and all claims to improvements, changes, modifications, variations, revisions, additions, enhancements, and expansions that are [***] to the subject matter identified in Exhibit A.

2.10	PERSON means any individual, entity, association, corporation, partnership, limited liability company, government (or agency or subdivision thereof), trust, joint venture, or proprietorship.

2.11	PROJECT means the activities set forth in the research work plan attached hereto as Exhibit C and as subsequently modified pursuant to the RESEARCH AGREEMENT.

2.12

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commencing [***] after the EFFECTIVE DATE, the ANNUAL RESEARCH CONTRIBUTION AMOUNT shall be payable in [***] installments of [***]; (ii) the parties intend that the scope of the research work plan for the RESEARCH AGREEMENT will be consistent with the research work plan set forth in Exhibit C; and (iii) LICENSEE shall have the option to extend the term of the RESEARCH AGREEMENT for up to [***], subject to (i) Dr. Stan Riddell’s written consent, (ii) FHCRC’s written consent, and (iii) the negotiation and modification of the research work plan of (and any necessary modifications to) the RESEARCH AGREEMENT as mutually agreed upon by FHCRC and LICENSEE.

2.13	SALE or SOLD means the transfer or disposition of a LICENSED PRODUCT for value to a party other than LICENSEE or any of its AFFILIATES or sublicensees.

2.14

TECHNOLOGY RIGHTS means FHCRC’s rights in any technical information, know-how, processes, procedures, compositions, devices, methods, formulae, protocols, techniques, software, designs, drawings or data created by or for [***] that (a) are not claimed in the PATENT RIGHTS but are necessary for practicing the PATENT RIGHTS or (b) [***].

2.15	THIRD PARTY shall mean a Person other than LICENSEE or FHCRC or an AFFILIATE of either party.

2.16

VALID CLAIM means a claim of (a) an issued and unexpired patent included in the PATENT RIGHTS that has not been held unenforceable, unpatentable or invalid by a decision of a court or other governmental body of competent jurisdiction, unappealable or unappealed within the time allowed for appeal, and that has not been abandoned or admitted to be invalid or unenforceable through reissue or disclaimer or otherwise, or (h) any patent application included in the PATENT RIGHTS that has been pending for less than [***] from the filing date of the earliest patent application from which such patent application claims priority and that has not been cancelled, withdrawn or abandoned.

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III. LICENSE

3.1

FHCRC hereby grants to LICENSEE a royalty-bearing, exclusive right and license under LICENSED SUBJECT MATTER to make, manufacture, have manufactured, use, import, promote, market, import or export, offer to sell and sell LICENSED PRODUCTS within the LICENSED TERRITORY for use within the LICENSED FIELD. This grant is subject to Sections 13.2 and 13.3 hereinbelow, the payment by LICENSEE to FHCRC of all consideration as provided herein, and the following rights retained by FHCRC to:

(a)

publish the general scientific findings from research related to LICENSED SUBJECT MATTER, subject to the terms of Article X; and

(b)

use LICENSED SUBJECT MATTER for non-commercial research, teaching, non-commercial patient care, and other educationally-related purposes.

3.2	LICENSEE may extend the license granted herein to any AFFILIATE provided that the AFFILIATE consents in writing to be bound by this AGREEMENT to the same extent as LICENSEE. LICENSEE agrees to deliver such contract to FHCRC within [***] following execution thereof.

3.3

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hereto becomes bankrupt, insolvent or is placed in the hands of a receiver or trustee, LICENSEE, to the extent allowed under applicable law and in a timely manner, agrees to use reasonable commercial efforts to collect all consideration owed to LICENSEE and to have the sublicense agreement assumed or rejected by a court of proper jurisdiction as soon as reasonably possible.

3.4	LICENSEE must deliver to FHCRC a true and correct copy of each sublicense granted by LICENSEE, and any modification or termination thereof, within [***] after execution, modification, or termination.

3.5

If this AGREEMENT is terminated pursuant to Article XII of this AGREEMENT, FHCRC agrees to accept as successors to LICENSEE, existing sublicensees in good standing at the date of termination provided that each such sublicensee consents in writing to be bound by all of the terms and conditions of this AGREEMENT.

IV. CONSIDERATION, PAYMENTS AND REPORTS

4.1	In consideration of rights granted by FHCRC to LICENSEE under this AGREEMENT, LICENSEE agrees to pay FHCRC the following:

(a)

[***] paid by FHCRC [***] (such amount estimated to be approximately [***] through [***]) and [***] in filing, prosecuting, and maintaining PATENT RIGHTS for United States and foreign national filings. FHCRC will invoice LICENSEE within [***] of the EQUITY FINANCING for [***], and invoice [***] on a [***] basis. The invoiced amounts will be due and payable by LICENSEE within [***] of invoice.

(b)

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each calendar quarterly reporting period and shall be creditable each calendar quarter against the royalty described in Section 4.1(c) below; provided, however, that the minimum annual royalty of Five Thousand Dollars (US$5,000.00) under this Section 4.1(b) shall be increased to Twenty Thousand Dollars (US$20,000.00) at the beginning of the calendar quarter immediately after the date of the FDA approval of a LICENSED PRODUCT. If LICENSEE fails to pay the minimum amounts due and payable as described herein, such failure if not cured within a written notification and cure period of 30 days shall be considered a material breach of this Agreement, and FHCRC may, at its sole discretion, terminate this Agreement upon written notice. Within [***] following each [***], LICENSEE will deliver to FHCRC a written progress report as to LICENSEE’S (and any sublicensee’s) efforts and accomplishments during the preceding [***] in [***] commercializing the Patent Rights, know-how and LICENSED PRODUCTS in the LICENSED TERRITORY, and LICENSEE’S (and sublicensees’) commercialization plans for the upcoming [***].

(c)

During the term of this AGREEMENT, a running royalty equal to [***] of LICENSEE’s and any and all sublicensee(s)’ annual aggregate NET SALES, such annual aggregate NET SALES being calculated on a [***] basis. No multiple royalties shall be payable to FHCRC because a LICENSED PRODUCT is covered by more than one claim in any patent application or patent included in the PATENT RIGHTS; and

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(d)

[***] Membership Units of LICENSEE’s outstanding Member Units (“Member Units”), which represents [***] of LICENSEE’s outstanding equity as of the close of the EQUITY FINANCING; and

(e)

During the term of this AGREEMENT, [***] of all non-royalty consideration, other than payments for research, development, LICENSED PRODUCT, and reimbursement of expenses (e.g., patenting and other costs) (“NET CONSIDERATION”), received by LICENSEE prior to [***] and [***] of all NET CONSIDERATION, received by LICENSEE after [***], from any sublicensee pursuant to Sections 3.3 and 3.4 hereinabove, including, but not limited to, up-front payments, marketing, distribution, franchise, option, license, or documentation fees, and bonus and milestone payments. Notwithstanding the above, in recognition of the fact that FHCRC and Licensee have entered into multiple license agreements relating to Licensed Products (i.e., this Agreement, the 2012 LICENSE and the 2013 LICENSE), FHCRC agrees that (a) any NET CONSIDERATION (as defined in this AGREEMENT and the 2012 LICENSE) paid by LICENSEE to FHCRC pursuant to this AGREEMENT and/or the 2012 LICENSE shall be fully creditable against any REMUNERATION due to FHCRC under the 2013 LICENSE, and (b) in no event shall LICENSEE be obligated to pay to FHCRC more than an aggregate of [***] with respect to any and all (i) NET CONSIDERATION (subject to this AGREEMENT and/or the 2012 LICENSE), and/or (ii) REMUNERATION (subject to the 2013 LICENSE).

(f)

Notwithstanding any provision in Section 4.1 hereof or elsewhere in this Agreement to the contrary, LICENSEE shall be entitled to reduce payments otherwise required

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pursuant to Sections 4.1(c) or 4.1(e) hereof pursuant to actual amounts paid by LICENSEE under Sections 4.5. Any amounts setoff or offset that are not actually setoff or offset against a particular payment amount will be carried forward to the next royalty payment period.

4.2

Unless otherwise provided, all such payments are payable within [***] after [***] of each [***] during the term of this AGREEMENT, at which time LICENSEE will also deliver to FHCRC a true and accurate report, giving such particulars of the business conducted by LICENSEE and its sublicensees, if any exist, during the preceding [***] under this AGREEMENT as necessary for FHCRC to account for LICENSEE’s payments hereunder. This report will include pertinent data, including, but not limited to:

[***]

Simultaneously with the delivery of each such report, LICENSEE agrees to pay FHCRC the amount due, if any, for the period of such report. After the first NET SALES of a LICENSED PRODUCT, these reports are required even if no payments are due.

4.3

During the term of this AGREEMENT and for [***] thereafter, LICENSEE agrees to keep complete and accurate records of its and its sublicensees’ SALES and NET SALES in sufficient detail to enable the royalties and other payments due hereunder to be determined. LICENSEE agrees to permit an independent certified public accountant, reasonably acceptable to LICENSEE, to periodically examine, at FHCRC’s expense and not more frequently than [***], the pertinent portions of LICENSEE’s books, ledgers, and records during regular business hours for the purpose of and to the extent necessary to verify any report required under this AGREEMENT within the last [***]. Such accountant shall not disclose to FHCRC any information other than information relating to the accuracy of reports

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and calculations of amounts due FHCRC under this AGREEMENT and shall be subject to the terms of Article X, which it shall confirm in writing. If any amounts due FHCRC are ultimately determined to have been underpaid in an amount equal to or greater than [***] of the total amount due during the period so examined, then LICENSEE will pay the cost of the examination plus [***].

4.4

Within [***] following [***], LICENSEE will deliver to FHCRC a written progress report as to LICENSEE’s (and any sublicensee’s) efforts and accomplishments during [***] in diligently commercializing LICENSED SUBJECT MATTER in the LICENSED TERRITORY and LICENSEE’s (and sublicensees’) commercialization plans for [***].

4.5

If LICENSEE or any of its SUBLICENSEEs (i) is or becomes a party to a bona fide license agreement with a non-AFFILIATE THIRD PARTY, or (ii) is a party to a bona fide license agreement with FHCRC pursuant to a separate written agreement entered on or before November 19, 2014 (each such third party or FHCRC, as the case may be, a “STACKING LICENSOR”) for the right or license to a product or process under which LICENSEE is obligated to pay to such STACKING LICENSOR a royalty which is based on a royalty rate applied to LICENSED PRODUCTS sold in particular territories, LICENSEE or any SUBLICENSEE may offset [***] of any royalties it pays to such STACKING LICENSOR against up to [***] of the royalties owed FHCRC under this AGREEMENT; provided, however, that the minimum annual royalty paid to FHCRC under this AGREEMENT notwithstanding the application of offsets under this Section 4.5 will be [***] on annual aggregate NET SALES, and provided further that any such STACKING LICENSOR payment offsets arising out of third party license agreements executed prior to January 2,

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2012 (“PRE-SIGNING THIRD PARTY LICENSE AGREEMENTS”), will be limited to the extent necessary to reflect an aggregate royalty rate on aggregate net sales under all such PRE-SIGNING THIRD PARTY LICENSE AGREEMENTS of no greater than [***]. Any STACKING LICENSOR payments that may be applied as offsets as described above that are not applied in a given period may be carried forward until applied.

4.6

All amounts payable hereunder by LICENSEE will be paid in immediately available United States funds without deductions for assessments, fees, or charges of any kind, except tax withholding required by law and as provided herein. Checks are to be made payable to Fred Hutchinson Cancer Research Center. Conversion of foreign currency to U.S. Dollars shall be made at the exchange rate on the last business day of the reporting period to which a payment relates, as quoted in The Wall Street Journal (Western Edition). If the foreign currency cannot be converted to U.S. Dollars and exported from a country for any reason, LICENSEE shall notify FHCRC in writing and any payment shall be deposited promptly in a recognized financial institution in that country for the benefit of FHCRC.

4.7

[***].

4.8

If LICENSEE fails to make any payment due under this AGREEMENT within [***] of the date upon which such payment is due, then interest shall accrue on such payment from the date such payment was originally due at a rate equal to [***] above the then-applicable prime commercial lending rate reported in the Wall Street Journal (or any similar daily business publication), or at the maximum rate permitted by applicable law, whichever is the lower (“INTEREST”).

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V. PATENTS AND INVENTIONS

5.1	Inventions.

(a)

The LICENSED PRODUCTS and the entire right, title and interest in and to all discoveries, improvements, processes, formulas, data, inventions, enhancements, know-how and trade secrets, patentable or otherwise, that arise from activities under this AGREEMENT or that are necessary or useful in connection with obtaining regulatory approval, manufacture, marketing, promotion, sale, import or export of LICENSED PRODUCTS, and that were or are solely developed or invented by LICENSEE (“ LICENSEE INVENTIONS ”) shall be owned solely by LICENSEE (except for any LICENSED SUBJECT MATTER or LICENSED SUBJECT MATTER INVENTION), and FHCRC shall not acquire any right, title, and interest in or to any LICENSED PRODUCTS and LICENSEE INVENTIONS.

(b)

In the event that FHCRC or LICENSEE intends to apply for a new patent application with respect to any developments, discoveries, and inventions that are substantially based on the LICENSED SUBJECT MATTER, such party shall notify the other party and LICENSEE may elect to prepare and file appropriate patent applications if after consultation between LICENSEE and FHCRC both parties agree that a new patent application (“LICENSED SUBJECT MATTER INVENTION”) should be filed. The entire right, title and interest in and to all discoveries, improvements, processes, formulas, data, inventions, enhancements, know-how and trade secrets, patentable or otherwise, with respect to the LICENSED SUBJECT MATTER INVENTION that were or are developed or invented: (i) solely by employees or contractors of LICENSEE shall be owned jointly by LICENSEE and FHCRC; (ii) solely by

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employees or contractors (excluding LICENSEE) of FHCRC shall be owned solely by FHCRC; and (iii) jointly by employees or contractors of LICENSEE and FHCRC shall be owned jointly by LICENSEE and FHCRC. If LICENSEE elects to prepare and file such patent application, (i) LICENSEE will control and pay [***], (ii) LICENSEE will provide FHCRC with a copy of such application for which LICENSEE has paid [***], as well as copies of any documents received or filed during prosecution thereof, and (iii) Exhibit A of this Agreement shall be amended to include the LICENSED SUBJECT MATTER INVENTION. If LICENSEE notifies FHCRC that it does not intend to pay [***], or if LICENSEE does not respond to FHCRC within [***] after consultation with LICENSEE on the disposition of rights of the subject invention, then FHCRC, after [***] prior written notice to LICENSEE, may file such application [***]. In addition, LICENSEE will have the right to control and pay [***] all other patent applications and patents included in the PATENT RIGHTS. FHCRC shall cooperate with LICENSEE in prosecuting, maintaining and defending the PATENT RIGHTS and shall cause its employees and agents to execute such documents and perform such acts as are reasonably requested by LICENSEE in connection therewith. The parties agree that they share a common legal interest to obtain valid enforceable patents and that each party will keep all privileged or confidential information of the other party received pursuant to this Section confidential in accordance with Article X.

VI. INFRINGEMENT ACTIONS

6.1	LICENSEE [***] shall have the first right, but not the obligation, to enforce any patent exclusively licensed hereunder against infringement by THIRD PARTIES (“PATENT

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ENFORCEMENT ACTION”). After reimbursement of LICENSEE’s [***] legal costs and expenses related to such enforcement, LICENSEE agrees to pay FHCRC either: (a) the royalty detailed in Section 4.1(c) for any monetary recovery that is for sales of LICENSED PRODUCTS lost due to the infringement and [***] of related punitive damages; or (b) [***] of reasonable royalties awarded and related punitive damages in any recovery in which the award is for reasonable royalties. LICENSEE must notify FHCRC in writing of any potential infringement within [***] of knowledge thereof. If LICENSEE does not file suit against a substantial infringer within [***] of knowledge thereof, then FHCRC may, at its sole discretion, enforce any patent licensed hereunder on behalf of itself and LICENSEE, and after reimbursement of FHCRC’s reasonable legal costs and expenses related to such enforcement, the balance of any recovery shall be distributed as follows: [***] to FHCRC and [***] to LICENSEE. In any suit or dispute involving an infringer of the PATENT RIGHTS, the parties agree to cooperate fully with each other. At the request and expense of the party bringing suit, the other party will permit access during regular business hours, to all relevant personnel, records, papers, information, samples, specimens, and the like in its possession and agrees to be joined in such suit, if requested or required by applicable law.

6.2

In the event that a THIRD PARTY institutes a patent, trade secret, trademark or other infringement suit against LICENSEE or its AFFILIATES or sublicensees during the term of this AGREEMENT, alleging that the practice by LICENSEE of the LICENSED SUBJECT MATTER in the exercise of its rights as licensee under this AGREEMENT infringes one or more patent, trademark, trade secret or other intellectual property rights held by such THIRD PARTY (an “INFRINGEMENT SUIT”), then (i) as between LICENSEE and FHCRC, LICENSEE shall assume direction and control of the defense of claims arising therefrom

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(including the right to settle such claims at its sole discretion), and (ii) LICENSEE may withhold and deposit into an interest-bearing escrow account [***] of all amounts that LICENSEE would otherwise be obligated to pay to FHCRC pursuant to Article IV (the “ ESCROWED AMOUNT ”), and LICENSEE’S payment obligations to FHCRC under Article IV shall be reduced accordingly, until such time as a final, non-appealable judgment is rendered with respect to such INFRINGEMENT SUIT by a court of competent jurisdiction, or the time permitted for appeal of a final, appealable judgment has lapsed (the “FINAL JUDGMENT”). If FINAL JUDGMENT is rendered in favor of LICENSEE (or its AFFILIATES or sublicensees, as the case may be), then LICENSEE shall pay to FHCRC, within [***] after the entry of such judgment, the full amount of the ESCROWED AMOUNT and, after reimbursement of LICENSEE’s reasonable legal costs and expenses related to such action, the balance of any award (except for the balance of any recovery under a PATENT ENFORCEMENT ACTION which shall be distributed pursuant to Section 6.1 hereof) that LICENSEE actually receives with respect to such INFRINGEMENT SUIT shall be distributed as follows: [***] to LICENSEE and [***] to FHCRC. If the FINAL JUDGMENT is rendered partially or entirely in favor of such THIRD PARTY, then LICENSEE may apply the ESCROWED AMOUNT to the payment of its defense costs in connection with such INFRINGEMENT SUIT and to the payment of any award it is required to pay pursuant to such FINAL JUDGMENT. If the ESCROWED AMOUNT exceeds such defense costs and award then LICENSEE, within [***] following the date of the FINAL JUDGMENT, shall remit to FHCRC the amount of such excess. If the ESCROWED AMOUNT does not equal or exceed the amount of such defense costs and award, then from and after the date of the FINAL JUDGMENT, LICENSEE shall be entitled to withhold [***]

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of all amounts that LICENSEE would otherwise be required to pay to FHCRC pursuant to Article IV until such time as the aggregate amounts so withheld plus the ESCROWED AMOUNTS equals the amount of such defense costs and award. In the event that a THIRD PARTY institutes a patent, trademark, trade secret or other infringement suit against LICENSEE or its AFFILIATES or sublicensees during the term of this AGREEMENT, FHCRC shall use, and shall cause its AFFILIATES and any THIRD PARTIES owning relevant FHCRC patents to use commercially reasonable efforts to assist and cooperate with LICENSEE in connection with the defense of such suit.

VII. PATENT MARKING

7.1

LICENSEE agrees that all packaging containing individual LICENSED PRODUCT(S), documentation therefor and, when possible, for actual LICENSED PRODUCT(S) sold by LICENSEE, AFFILIATES, and/or sublicensees of LICENSEE will be permanently and legibly marked with the number of any applicable patent(s) licensed hereunder in accordance with each country’s patent laws, including Title 35, United States Code.

7.2

LICENSEE shall have the right to determine appropriate trademark, trade dress, and other related intellectual property usage in connection with marketing LICENSED PRODUCTS under this AGREEMENT. LICENSEE shall have the exclusive right to use any trademarks in connection with marketing LICENSED PRODUCTS under this AGREEMENT in the LICENSED TERRITORY.

VIII. INDEMNIFICATION AND INSURANCE

8.1	LICENSEE hereby agrees to defend, hold harmless; and indemnify—FHCRC and its agents, directors, officers and employees (the “FHCRC INDEMNITEES”) from and against any and all suits, claims, actions, demands, liabilities, expenses and/or losses, including, without

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limitation, reasonable legal expenses and attorneys’ fees (collectively “LOSSES”) resulting directly or indirectly from a claim with respect to: [***]. The foregoing indemnification obligations will not apply in the event and to the extent that such LOSSES arose as a result of [***]. FHCRC shall promptly notify LICENSEE of any such LOSSES and allow LICENSEE to handle and control the defense thereof. LICENSEE shall have the sole right to settle such LOSSES, but no settlement shall be made that does not include an unconditional release without FHCRC’s prior written consent.

8.2

Except with respect to indemnification and confidentiality obligations by FHCRC and LICENSEE hereunder, in no event shall either party be liable to the other party for any indirect, special, consequential, or punitive damages-arising out of, or in connection with, this AGREEMENT or its subject matter, regardless of whether the other party knows or should know of the possibility of such damages.

8.3

Beginning at the time when any LICENSED SUBJECT MATTER is being used in human clinical trials or SOLD by LICENSEE, an AFFILIATE or a sublicensee, LICENSEE shall, at its sole cost and expense, procure and maintain commercial general liability insurance in amounts not less than [***], and LICENSEE shall use reasonable commercial efforts to have the FHCRC, its directors, officers, employees, contractors, representatives and agents named as additional insureds. Such commercial general liability insurance shall provide: (i) product liability coverage; (ii) broad form contractual liability coverage for LICENSEE’s indemnification under this AGREEMENT; and (iii) coverage for litigation costs. The minimum amounts of insurance coverage required herein shall not be construed to create a limit of LICENSEE’s liability with respect to its indemnification under this AGREEMENT. The insurance requirements under this Section 8.3 may be satisfied by self insurance commensurate with reasonable standards of the industry.

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8.4

LICENSEE shall provide FHCRC with written evidence of such insurance within [***] of its procurement. Additionally, LICENSEE shall provide FHCRC with written notice of at least [***] prior to the cancellation, non-renewal or material change in such insurance. If LICENSEE does not provide FHCRC with written evidence of such insurance, LICENSEE may elect to self-insure all or part of the limits described above provided that such self-insurance program is acceptable to FHCRC.

8.5

LICENSEE shall maintain such commercial general liability insurance beyond the expiration or termination of this AGREEMENT during: (i) the period that any LICENSED SUBJECT MATTER developed pursuant to this AGREEMENT is being commercially distributed or sold by LICENSEE or by a sublicensee or agent of LICENSEE; and (ii) the [***] period immediately after such period.

IX. USE OF FHCRC’S NAME

9.1	LICENSEE will not use the name of (or the name of any employee of) FHCRC in any advertising, promotional or sales literature, or on its Web site, without the advance express written consent of FHCRC.

Notwithstanding the above, LICENSEE may use the name of (or name of employee of) FHCRC in routine business correspondence, disclosure documents and company descriptions describing the fact that a licensing relationship exists, or as required under applicable law or regulations, without FHCRC’s express written consent.

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X. CONFIDENTIAL INFORMATION AND PUBLICATION

10.1

FHCRC and LICENSEE each agree that all information contained in documents marked “confidential” and forwarded to one by the other (i) are to be received in strict confidence, (ii) are to be used only for the purposes of this AGREEMENT, and (iii) will not be disclosed by the recipient party (except as required by law or court order), its agents or employees without the prior written consent of the other party; provided, however, LICENSEE may disclose and use, and will not be required to maintain as confidential, the PATENT RIGHTS and TECHNOLOGY RIGHTS in connection with the exercise of its license rights hereunder, and subject to obligations of confidentiality and non-use no less stringent than set forth herein, LICENSEE may disclose the PATENT RIGHTS, TECHNOLOGY RIGHTS and related FHCRC information to present and prospective investors, lenders, sublicensees, consultants and advisors. The foregoing obligations shall not apply to the extent that the recipient party can establish by competent written proof that such information:

(a)

was in the public domain at the time of disclosure; or

(b)

later became part of the public domain through no act or omission of the recipient party, its employees, agents, successors or assigns; or

(c)

was lawfully disclosed to the recipient party by a THIRD PARTY having the right to disclose it; or

(d)

was already known by the recipient party at the time of disclosure; or

(e)

was independently developed by the recipient party without use of the other party’s confidential information.

If the recipient party is required by law to disclose confidential information owned or disclosed to it by the other party including, without limitation, by discovery, subpoena or

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other legal or administrative process, the recipient party agrees to provide the other party prompt notice of the required disclosure to permit the other party, at its option and expense, to seek an appropriate protective order or waive the requirements of this AGREEMENT. If no protective order or waiver is obtained, such disclosure may be made but only to the extent legally required. The recipient party will not oppose any action by the other party to obtain an appropriate protective order or other assurance that confidential information which must be disclosed will be accorded confidential treatment.

10.2

Each party’s obligation of confidence hereunder will be fulfilled by using at least the same degree of care with the other party’s confidential information as it uses to protect its own confidential information, but always at least a reasonable degree of care. This obligation will exist while this AGREEMENT is in force and for a period of [***] thereafter.

10.3

FHCRC reserves the right to publish the general scientific findings from research related to LICENSED SUBJECT MATTER, but not LICENSEE’s confidential information. FHCRC will submit the manuscript of any proposed publication to LICENSEE at least [***] before publication, and LICENSEE shall have the right to review and comment upon the publication in order to protect LICENSEE’s confidential information and the patentability of any inventions disclosed therein. Upon LICENSEE’s request, publication may be delayed up to [***] additional [***] to enable LICENSEE to secure adequate intellectual property protection of any PATENT RIGHTS contained therein that would otherwise be affected by the publication.

XI. ASSIGNMENT

11.1	Except in connection with the sale of all or substantially all of LICENSEE’s assets to a THIRD PARTY or a merger, consolidation or reorganization of LICENSEE, this

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AGREEMENT may not be assigned by LICENSEE to other than an AFFILIATE without the prior written consent of FHCRC, which will not be unreasonably withheld, conditioned, or delayed. This AGREEMENT may not be assigned by FHCRC without the prior written consent of LICENSEE.

XII. TERM AND TERMINATION

12.1

Subject to early termination as provided hereinbelow, the term of this AGREEMENT is from the EFFECTIVE DATE to the last expiration date of any patents included in the PATENT RIGHTS. After expiration of this AGREEMENT, LICENSEE’s rights to the TECHNOLOGY RIGHTS hereunder shall become nonexclusive and fully paid up.

12.2

Any time after one hundred eighty (180) days from the EFFECTIVE DATE, FHCRC has the right to terminate the license granted under this AGREEMENT if LICENSEE, within ninety (90) calendar days after receiving written notice from FHCRC of the intended termination, fails to provide written evidence reasonably satisfactory to FHCRC that LICENSEE has obtained, in the aggregate, gross proceeds of [***] of EQUITY FINANCING; provided, however, that LICENSEE’s obligation to obtain such amount of EQUITY FINANCING shall be deemed fulfilled and FHCRC’s right to terminate under this Section 12.2 shall be void so long as LICENSEE obtains at least [***] of EQUITY FINANCING within one hundred eighty (180) days from and including the EFFECTIVE DATE.

12.3

Any time after December 31, 2013, FHCRC has the right to terminate the license granted under this AGREEMENT if LICENSEE, within ninety (90) calendar days after receiving written notice from FHCRC of the intended termination, fails to provide written evidence reasonably satisfactory to FHCRC that, in addition to the [***] of EQUITY FINANCING under Section 12.2 hereof, LICENSEE has obtained, in the aggregate, gross proceeds of

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[***] of EQUITY FINANCING; provided, however, that LICENSEE’s obligation to obtain such amount of EQUITY FINANCING shall be deemed fulfilled and FHCRC’s right to terminate under this Section 12.3 shall be void so long as LICENSEE obtains at least [***] of EQUITY FINANCING prior to FHCRC validly exercising its right to terminate under this Section 12.3.

12.4

Any time after June 30, 2015, FHCRC has the right to terminate the license granted under this AGREEMENT if LICENSEE, within ninety (90) calendar days after receiving written notice from FHCRC of the intended termination, fails to provide satisfactory written evidence that LICENSEE has properly submitted an Investigational New Drug (ND) application to the U.S. Food and Drug Agency.

12.5

Notwithstanding anything to the contrary contained in this AGREEMENT, LICENSEE shall have the right to terminate this AGREEMENT or any portion of the license hereunder at any time upon sixty (60) days’ written notice to FHCRC. Subject to any rights herein which survive termination, this AGREEMENT will terminate in its entirety:

(a)

if LICENSEE shall file in any court or agency pursuant to any statute or regulation of any state, country or jurisdiction, a petition in bankruptcy or insolvency or for reorganization or for an arrangement or for the appointment of a receiver or trustee of LICENSEE or of its assets, or if LICENSEE shall be served with an involuntary petition against it, filed in any insolvency proceeding, and such petition shall not be dismissed within [***] after the filing thereof; or

(b)

upon thirty (30) calendar days’ written notice from FHCRC, if LICENSEE breaches or defaults on any obligations under Article IV, unless, before the end of such thirty (30) calendar day notice period, LICENSEE has cured the default or breach and so notifies FHCRC, stating the manner of the cure; or

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(c)

upon ninety (90) calendar days’ written notice from FHCRC, if LICENSEE breaches or defaults on any other material obligation under this AGREEMENT, unless before the end of the such ninety (90) calendar day notice period, LICENSEE has cured the default or breach and so notifies FHCRC, stating the manner of the cure; or

(d)

at any time by mutual written agreement between LICENSEE and FHCRC subject to any terms herein which survive termination; or

(e)

if any of FHCRC’s termination rights provided under Sections 12.2, 12.3, or 12.4 hereof are exercised by FHCRC.

12.6	Upon expiration or termination of this AGREEMENT:

(a)

nothing herein will be construed to release either party from any obligation maturing prior to the effective date of the termination; and

(b)

LICENSEE covenants and agrees to be bound by the provisions of Articles VIII (Indemnification and Insurance), IX (Use of FHCRC’s Name) and X (Confidential Information and Publication) and agrees that such obligations survive expiration or termination of this AGREEMENT. FHCRC covenants and agrees to be bound by the provisions of Article X (Confidential Information and Publication) and the nonexclusive license described in Section 12.1 upon expiration and agrees that such obligations survive expiration or termination of this AGREEMENT; and

(c)

LICENSEE may, after the effective date of the termination or expiration of this AGREEMENT, sell all LICENSED PRODUCTS and parts therefor that it has on hand at the date of termination, if LICENSEE pays the earned royalty thereon and any other amounts due pursuant to Article N and otherwise complies with the terms of this AGREEMENT; and

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(d)

Subject to Section 12.5(c), LICENSEE agrees to cease and desist any and all use of the LICENSED SUBJECT MATTER upon termination of this AGREEMENT; and

(e)

Upon termination, but not expiration, of this AGREEMENT, LICENSEE will grant to FHCRC a nonexclusive, nontransferable, nonsublicenseable, royalty bearing license with respect to improvements made by LICENSEE based solely on the LICENSED SUBJECT MATTER, provided that FHCRC agrees to pay a [***] (including any third-party fees and royalties associated with such improvements), which LICENSEE and FHCRC agree to negotiate in good faith for the nonexclusive, nontransferable, nonsublicenseable, license.

XIII. SUPERIOR-RIGHTS; REPRESENTATIONS AND WARRANTIES

13.1

Except for the rights, if any, of the Government of the United States of America as set forth below, FHCRC represents and warrants that [***] (a) the entire right, title, and interest in and to LICENSED SUBJECT MATTER have been assigned to FHCRC or to City of Hope, (b) it has the authority to grant licenses for the LICENSED SUBJECT MATTER hereunder, and (c) FHCRC has not granted licenses to any THIRD PARTY that would restrict rights granted hereunder except as stated herein. The LICENSED SUBJECT MATTER that has been assigned to City of Hope is identified on Exhibit B. [***].

13.2

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agreement and any applicable law or regulation, including P.L. 96-517 as amended by P.L. 98-620. To the extent that there is a conflict between any such agreement, applicable law or regulation and this AGREEMENT, the terms of such Government agreement, applicable law or regulation shall prevail. LICENSEE agrees that any LICENSED PRODUCTS subject to 35 U.S.C. § 204 that are used or SOLD in the United States will be manufactured substantially in the United States, unless a written waiver is obtained in advance from the Government.

13.3	LICENSEE understands and agrees that FHCRC, by this AGREEMENT, makes no representation as to the operability or fitness for any use, safety, efficacy, approvability by regulatory authorities, time and cost of development, patentability, and/or breadth of the LICENSED SUBJECT MATTER.

13.4

13.5

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enter into this AGREEMENT and perform its obligations hereunder; it has taken all necessary action on its part required to authorize the execution and delivery of this AGREEMENT and the performance of its obligations hereunder; and this AGREEMENT has been duly executed and delivered on behalf of such party, and constitutes a legal, valid and binding obligation of such party that is enforceable against it in accordance with its terms; (c) it has not entered, and will not enter, into any agreement with any THIRD PARTY that is in conflict with the rights granted to the other party under this AGREEMENT, and has not taken and will not take any action that would in any way prevent it from granting the rights granted to the other party under this AGREEMENT, or that would otherwise materially conflict with or adversely affect the rights granted to the other party under this AGREEMENT; and (d) its performance and execution of this AGREEMENT will not result in a breach of any other contract to which it is a party.

13.6

FHCRC represents and warrants that: (a) FHCRC has not taken any action or omission to encumber any of its right, title and interest in and to the LICENSED SUBJECT MATTER in any way that would have a material adverse effect on the rights and licenses granted to LICENSEE hereunder; (b) the issued patents set forth on Exhibit A are currently valid and have not expired; (c) FHCRC has sufficient rights in and to the PATENT RIGHTS and TECHNOLOGY RIGHTS to grant the rights set forth in this AGREEMENT to LICENSEE; (d) as of the EFFECTIVE DATE, [***] there is not pending or, threatened in writing, any claim or litigation to which FHCRC is a party contesting the ownership, derivation, inventorship, validity or right to use any of the LICENSED SUBJECT MATTER; (e) as of the EFFECTIVE DATE, [***] FHCRC has not received any written notice of infringement with respect to the exercise of the LICENSED SUBJECT MATTER; and (f) as of the

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EFFECTIVE DATE, [***] FHCRC has not received written notice of any third party assertion that the PATENT RIGHTS are invalid. HOWEVER, FHCRC, INCLUDING THE VICE PRESIDENT OF INDUSTRY RELATIONS & TECHNOLOGY TRANSFER, HAS MADE NO SPECIAL INVESTIGATION INTO SUCH MATTERS AND MAKES NO WARRANTY OR REPRESENTATION AGAINST MISAPPROPRIATION OR INFRINGEMENT.

XIV. GENERAL

14.1

This AGREEMENT (including the Exhibits hereto), as amended and restated, together with the RESEARCH AGREEMENT constitutes the entire and only agreement between the parties relating to the LICENSED SUBJECT MATTER, and all other prior negotiations, representations, agreements and understandings are superseded hereby. No agreements altering or supplementing the terms hereof will be made except by a written document signed by both parties.

14.2	Any notice required by this AGREEMENT must be given in writing by prepaid, first class, certified mail, return receipt requested, and addressed in the case of FHCRC to:

Fred Hutchinson Cancer Research Center

Industry Relations and Technology Transfer

1100 Fairview Ave., N, J5-110

Seattle, WA 98109-1024

ATTENTION: Vice President for Technology Transfer

with a copy to:

Fred Hutchinson Cancer Research Center

Industry Relations and Technology Transfer

1100 Fairview Ave., N, J5-110

Seattle, WA 98109-1024

ATTENTION: Vice President and General Counsel

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or in the case of LICENSEE to:

Juno Therapeutics, Inc.

307 Westlake Avenue North

Suite 300

Seattle, WA 98109

ATTENTION: General Counsel

or other addresses as may be given from time to time under the terms of this notice provision.

14.3	LICENSEE must comply with all applicable federal, state and local laws and regulations in connection with its activities pursuant to this AGREEMENT.

14.4

This AGREEMENT shall be governed by, construed and enforced in accordance with the internal laws of the State of Washington, without giving effect to principles and provisions thereof relating to conflict or choice of laws irrespective of the fact that any one of the parties is now or may become a resident of a different state.

14.5

Any dispute, controversy, or claim arising out of or relating to this AGREEMENT or the interpretation, enforceability, performance, breach, termination, or validity hereof, including, without limitation, this Section (each, a “Dispute”), shall be resolved as follows. If the parties are unable to initially resolve a Dispute through consultation and negotiations between the parties, any party may proceed to litigation in accordance with this AGREEMENT.

14.6

No omission or delay on the part of either party hereto in requiring due and punctual fulfillment of the obligations of the other party shall be deemed to constitute a waiver of any of the rights of the omitting or delaying party unless such rights are waived in the particular instance in a writing delivered to the other party, and no such waiver shall apply to any other instance or obligation. The terms and conditions of this AGREEMENT shall inure to the benefit of and shall be binding upon the permitted successors and assigns of the parties, and no signature or other indication of assent by any such person shall be required as a prerequisite to enforceability.

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14.7

If any provision of this AGREEMENT is held to be invalid or unenforceable to any extent in any context, it shall nevertheless be enforced to the maximum extent allowed by law and the parties’ fundamental intentions in that and other contexts, and the remainder of this AGREEMENT shall not be affected thereby.

14.8	The prevailing party in any action to enforce this AGREEMENT shall be reimbursed or paid by the other party for its [***] incurred in connection with such enforcement.

14.9	This AGREEMENT shall not be subject to nor governed by the United Nations Convention on Contracts for the International Sale of Goods and it shall not apply to any portion of this AGREEMENT.

14.10

In the event of any inconsistency between the terms of this AGREEMENT and any other agreement between the parties, this AGREEMENT shall govern. The parties acknowledge that they have had an opportunity to consult with their respective counsel and with such other experts or advisors as they have deemed necessary in connection with the negotiation, execution and delivery of this AGREEMENT. This AGREEMENT shall be construed without any presumption or rule requiring that it might be construed against the party causing this AGREEMENT, or any part of it to be drafted.

14.11

This AGREEMENT may be executed in two (2) or more counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument.

14.12

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TECHNOLOGY RIGHTS, LICENSED PRODUCTS or any confidential information to any applicable jurisdiction to which a license is required under the Export Laws without first obtaining a license. As used herein, “Export Laws” means all laws, administrative regulations and executive orders of any Applicable Jurisdiction relating to the control of imports and exports of commodities and technical data, use or remote use of software and related property, or registration of this AGREEMENT, including the Export Administration Regulations of the U.S. Department of Commerce, the International Traffic in Arms Regulations of the U.S. Department of State, and the Enhanced Proliferation Control Initiative. “Applicable Jurisdiction” means the U.S. and any other jurisdiction where any items will reside or be located, or from where any items may or will be accessed under this AGREEMENT.

14.13

Headings included herein are for convenience only and will not be used to construe this AGREEMENT.

14.14

If either party is prevented from carrying out its obligations under this AGREEMENT by events or circumstances beyond its reasonable control, including acts or omissions of the other party, acts of God or government, fire, flood, acts of terrorism, political strife, labor disputes, failure or delay of transportation, default by suppliers or unavailability of raw materials, then such party’s performance of its obligations hereunder shall be excused during the period of such events or circumstances and for a reasonable period of recovery thereafter, provided that the party claiming delay shall as promptly as practical notify the other party of the existence of such events or circumstances.

14.15

Subject to the terms of this AGREEMENT, the activities and resources of LICENSEE and FHCRC shall be managed by such party, acting independently and in its individual capacity.

-31-

The relationship between LICENSEE and FHCRC is that of independent contractors, and neither party shall have the power to bind or obligate the other party in any manner, other than as is expressly set forth in this AGREEMENT.

-32-

IN WITNESS WHEREOF, the parties hereto have caused their duly authorized representatives to execute this AGREEMENT.


FRED HUTCHINSON CANCER		LICENSEE
RESEARCH CENTER
A NONPROFIT CORPORATION

By	/s/ Richard Mitchell	By	/s/ Hans Bishop

Name:	Richard Mitchell	Name:	Hans Bishop

Title:	Dir. Of Business Development	Title:	President & CEO

Date:	Nov. 21, 2014	Date:	Nov. 21, 2014

-1-

EXHIBIT A

LICENSED SUBJECT MATTER

(as of November 19, 2014)

FHCRC’s right, title and interest in the following U.S. and ex-U.S. patents and patent applications in the LICENSED FIELD:


SeedIP Ref (360056-)	Application No. Patent No./ Publication No.	Filing Date Publication/Issue Date (MM-DD-YYYY)

	421 Family

	[]*

	422 Family

	[]*

	423 Family

	[]*

All U.S. and ex-U.S. patents and patent applications, including all continuations, divisionals, patents of addition, reissues, renewals, extensions and all foreign counterparts and continuations in part to the extent that such continuations in part contain subject matter related to any of the U.S. and ex-U.S. patents and patent applications identified above in this Exhibit A.

-1-

EXHIBIT B

LICENSED SUBJECT MATTER CO-OWNED BY CITY OF HOPE

(as of November 19, 2014)


SeedIP Ref (360056-)	Application No. Patent No./ Publication No.	Filing Date Publication/Issue Date (MM-DD-YYYY)

	Family 2 (422)

	[]*

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EXHIBIT C

RESEARCH WORK PLAN

[***]

[***] Two pages of this document have been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

-1-

Exhibit 10.3

AMENDED AND RESTATED PATENT AND TECHNOLOGY LICENSE AGREEMENT

This AMENDED AND RESTATED PATENT AND TECHNOLOGY LICENSE AGREEMENT (“AGREEMENT”) is made on this 2nd day of January, 2012, by and between FRED HUTCHINSON CANCER RESEARCH CENTER (“FHCRC”), a Washington state nonprofit organization, with principal offices located at 1100 Fairview Ave. N., Seattle, Washington 98109, and ZetaRx BioSciences Inc., a Delaware corporation, having a principal place of business located at 307 Westlake Avenue North, Suite 300, Seattle, WA 98109 (“LICENSEE”).

RECITALS

A.	WHEREAS, FHCRC owns certain PATENT RIGHTS and TECHNOLOGY RIGHTS (capitalized terms are defined in Article II);

B.	WHEREAS, FHCRC is willing to license the PATENT RIGHTS and TECHNOLOGY RIGHTS to LICENSEE in accordance with the terms and conditions of this AGREEMENT, and LICENSEE desires to obtain such a license;

D.	WHEREAS, FHCRC and LICENSEE are additionally entering into a RESEARCH AGREEMENT on mutually agreeable terms and conditions for performance of the PROJECT;

E.	WHEREAS, Juno Therapeutics, Inc. acquired this AGREEMENT on October 16, 2013 as part of an asset acquisition from ZetaRx Biosciences Inc., and Juno Therapeutics, Inc. thereby became the LICENSEE under this AGREEMENT; and

WHEREAS, FHCRC and LICENSEE have entered into additional license agreements (i.e., that certain Patent and Technology License Agreement entered as of November 1, 2009 (the “ 2009 LICENSE ”) and that certain Patent and Technology License Agreement entered as of October 16, 2013 (the “ 2013 LICENSE ”)) and have agreed, effective as of November 19, 2014, to amend and restate this AGREEMENT and such agreements, in order to ensure that if more than one of such license agreements are practiced with respect to LICENSED PRODUCTS that the aggregate financial obligations of LICENSEE to FHCRC with respect to LICENSED PRODUCTS are not onerous.

NOW, THEREFORE, in consideration of the mutual covenants and promises herein contained, the parties agree as follows:

I. EFFECTIVE DATE

1.1	This AGREEMENT is effective as of the date first written above (“EFFECTIVE DATE”).

II. DEFINITIONS

As used in this AGREEMENT, the following terms have the meanings indicated:

2.1

AFFILIATE means any corporation or other business entity controlled by, controlling, or under common control with another entity, with “control” meaning: (a) direct or indirect beneficial ownership of more than fifty percent (50%) of the voting stock of, or more than fifty percent (50%) interest in the income of, such corporation or other business entity, or (b) possession , directly or indirectly, of the power to direct the management or policies of a legal entity, whether through the ownership of voting securities or by contract relating to voting rights or corporate governance.

2.2	FUNDED RESEARCH means the research conducted for the PROJECT in the laboratory of Dr. Stan Riddell pursuant to the RESEARCH AGREEMENT dated January 2, 2012.

2.3	LICENSED FIELD means all fields of use.

2.4	LICENSED PRODUCTS means any product (i) that incorporates the LICENSED SUBJECT MATTER, the manufacture, use, sale, offer for sale or import of which, but for the licenses granted herein, would infringe a VALID CLAIM of the PATENT RIGHTS; or (ii) which is [***].

2.5	LICENSED SUBJECT MATTER means the PATENT RIGHTS and TECHNOLOGY RIGHTS within the LICENSED FIELD.

2.6	LICENSED TERRITORY means worldwide.

2.7

NET SALES means the gross revenues received by LICENSEE, AFFILIATES, or sublicensees from or on account of a SALE of LICENSED PRODUCTS, less (a) sales discounts actually granted (including cash, trade and quantity discounts, rebates, allowances, refunds, chargebacks and retroactive price adjustments); (b) sales and/or use taxes actually paid or incurred, direct sales costs, including sales and distribution commissions paid, import and/or export duties actually paid, outbound transportation actually prepaid or allowed, and amounts actually allowed or credited due to returns, rejections or damaged goods (not exceeding the original billing or invoice amount); and (c) any freight, delivery charges or transit insurance costs applicable to the SALE and actually incurred in the gross revenue all as recorded by LICENSEE in LICENSEE’s official books and records in accordance with generally accepted accounting practices and consistent with LICENSEE’s financial

statements. NET SALES shall not include SALES by LICENESEE to its AFFILIATES for resale, provided that if LICENSEE sells a LICENSED PRODUCT to an AFFILIATE for resale, LICENSEE shall include the amounts [***] by such AFFILIATE to THIRD PARTIES on the resale of such LICENSED PRODUCT. SALES for preclinical, clinical or regulatory purposes shall not be included in NET SALES. In the event a LICENSED PRODUCT is sold in combination with drug substances (“Combination Product”), NET SALES, for purposes of royalty payments on the Combination Product, shall be calculated by [***]. In the event that no such separate sales are made, the parties shall mutually agree upon a reasonable method for calculating NET SALES for purposes of royalty payments on the Combination Product.

2.8

PATENT RIGHTS means FI-ICRC’s rights in information, inventions or discoveries described in invention disclosures, or claimed in any patents, and/or patent applications, whether domestic or foreign, and all divisionals, continuations, continuations-in-part, reissues, reexaminations or extensions thereof, and any letters patent that issue, that relate to the LICENSED SUBJECT MATTER identified in Exhibit A attached hereto, including any and all claims to improvements, changes, modifications, variations, revisions, additions, enhancements, and expansions that are [***] to the LICENSED SUBJECT MATTER identified in Exhibit A, which may be updated from time to time.

2.9	PERSON means any individual, entity, association, corporation, partnership, limited liability company, government (or agency or subdivision thereof), trust, joint venture, or proprietorship.

2.10	PROJECT means the activities set forth in the research work plan attached hereto as Exhibit B and as subsequently modified pursuant to the RESEARCH AGREEMENT.

2.11

RESEARCH AGREEMENT means the separate written agreement on mutually agreeable terms and conditions between FHCRC and LICENSEE by which LICENSEE shall pay to FHCRC the amount of [***] per year (“ANNUAL RESEARCH CONTRIBUTION AMOUNT”) for [***] term in support of the FUNDED RESEARCH. The parties agree and acknowledge that the RESEARCH AGREEMENT shall provide the following: (i) commencing [***] after the EFFECTIVE DATE, the ANNUAL RESEARCH CONTRIBUTION AMOUNT shall be payable in [***] installments of [***]; (ii) the parties intend that the scope of the research work plan for the RESEARCH AGREEMENT will be consistent with the research work plan set forth in Exhibit B; and (iii) LICENSEE shall have the option to extend the term of the RESEARCH AGREEMENT for up to [***], subject to (i) Dr. Stan Riddell’s written consent, (ii) FHCRC’s written consent, and (iii) the negotiation and modification of the research work plan of (and any necessary modifications to) the RESEARCH AGREEMENT as mutually agreed upon by FHCRC and LICENSEE.

2.12	SALE or SOLD means the transfer or disposition of a LICENSED PRODUCT for value to a party other than LICENSEE or any of its AFFILIATES or sublicensees.

2.13

TECHNOLOGY RIGHTS means FHCRC’s rights in any technical information, technology, know-how, processes, procedures, compositions, devices, methods, formulae, protocols, techniques, software, designs, drawings, results or data created by or for [***] that (a) are not claimed in the PATENT RIGHTS but are necessary or may be useful for the development, use or commercialization in practicing the PATENT RIGHTS or (b) [***] or (c) [***].

2.14	THIRD PARTY shall mean a Person other than LICENSEE or FHCRC or an AFFILIATE of either party.

2.15

VALID CLAIM means a claim of (a) an issued and unexpired patent included in the PATENT RIGHTS that has not been held unenforceable, unpatentable or invalid by a decision of a court or other governmental body of competent jurisdiction, unappealable or unappealed within the time allowed for appeal, and that has not been abandoned or admitted to be invalid or unenforceable through reissue or disclaimer or otherwise, or (b) any patent application included in the PATENT RIGHTS that has been pending for less than [***] from the filing date of the earliest patent application from which such patent application claims priority and that has not been cancelled, withdrawn or abandoned.

III. LICENSE

3.1

FHCRC hereby grants to LICENSEE a royalty-bearing, exclusive right and license under LICENSED SUBJECT MATTER to make, manufacture, have manufactured, use, research, develop, promote, market, import or export, offer to sell, sell and have sold LICENSED PRODUCTS within the LICENSED TERRITORY for use within the LICENSED FIELD. This grant is subject to Sections 13.2 and 13.3 hereinbelow, the payment by LICENSEE to FHCRC of all consideration as provided herein, and the following rights retained by FHCRC to:

(a)

publish the general scientific findings from research related to LICENSED SUBJECT MATTER, subject to the terms of Article X; and

(b)

use LICENSED SUBJECT MATTER for non-commercial research, teaching, non-commercial patient care, and other educationally-related purposes.

3.2	LICENSEE may extend the license granted herein to any AFFILIATE provided that the AFFILIATE consents in writing to be bound by this AGREEMENT to the same extent as LICENSEE. LICENSEE agrees to deliver such contract to FHCRC within [***] following execution thereof.

3.3

LICENSEE may grant sublicenses under LICENSED SUBJECT MATTER consistent with the terms of this AGREEMENT. LICENSEE shall be responsible for its sublicensees relevant to this AGREEMENT, and for diligently collecting all amounts due LICENSEE from sublicensees. LICENSEE’s sublicenses shall be no less favorable to FHCRC than this AGREEMENT in terms of limiting FHCRC’s liability, protecting FHCRC’s intellectual property and proprietary rights and indemnities in favor of FHCRC. If a sublicensee pursuant hereto becomes bankrupt, insolvent or is placed in the hands of a receiver or trustee, LICENSEE, to the extent allowed under applicable law and in a timely manner, agrees to use reasonable commercial efforts to collect all consideration owed to LICENSEE and to have the sublicense agreement assumed or rejected by a court of proper jurisdiction as soon as reasonably possible.

3.4	LICENSEE must deliver to FHCRC a true and correct copy of each sublicense granted by LICENSEE, and any modification or termination thereof, within [***] after execution, modification, or termination.

3.5

IV. CONSIDERATION, PAYMENTS AND REPORTS

4.1	In consideration of rights granted by FHCRC to LICENSEE under this AGREEMENT, LICENSEE agrees to pay FHCRC the following:

(a)

A one-time, non-refundable upfront license fee (“Upfront License Fee”) of [***] within [***] following the execution of this AGREEMENT.

(b)

[***] during the term of this AGREEMENT in filing, prosecuting, and maintaining PATENT RIGHTS for United States and foreign national filings. FHCRC will invoice LICENSEE for [***] on a [***] basis. The invoiced amounts will be due and payable by LICENSEE within [***] of invoice.

(c)

During the term of this AGREEMENT, LICENSEE shall pay FHCRC a minimum annual royalty of Five Thousand Dollars (US$5,000.00) until FDA approval of a LICENSED PRODUCT, due and payable in pro rata amounts at the beginning of each calendar quarterly reporting period and shall be creditable each calendar quarter against the royalty described in Section 4.1(d) below; provided, however, that the minimum annual royalty of Five Thousand Dollars (US$5,000.00) under this Section 4.1(c) shall be increased to Twenty Thousand Dollars (US$20,000.00) at the beginning of the calendar quarter immediately after the date of the FDA approval of a LICENSED PRODUCT. If LICENSEE fails to pay the minimum amounts due and payable as described herein, such failure if not cured within a written notification and cure period of 30 days shall be considered a material breach of this Agreement, and FHCRC may, at its sole discretion, terminate this Agreement upon written notice. Within [***] following each [***], LICENSEE will deliver to FHCRC a written progress report as to LICENSEE’S (and any sublicensee’s) efforts and accomplishments during the preceding [***] in [***] commercializing the Patent Rights, know-how and LICENSED PRODUCTS in the LICENSED TERRITORY, and LICENSEE’S (and sublicensees’) commercialization plans for the upcoming [***].

(d)

(e)

During the term of this AGREEMENT, [***] of all non-royalty consideration, other than payments for research, development, LICENSED PRODUCT, and reimbursement of expenses (e.g., patenting and other costs) (“NET CONSIDERATION”), received by LICENSEE prior to [***] and [***] of all NET CONSIDERATION, received by LICENSEE after the [***], from any sublicensee pursuant to Sections 3.3 and 3.4 hereinabove, including, but not limited to, up-front payments, marketing, distribution, franchise, option, license, or documentation fees, and bonus and milestone payments. Notwithstanding the above, in recognition of the fact that FHCRC and Licensee have entered into multiple license agreements relating to Licensed Products (i.e., this AGREEMENT, the 2009 LICENSE and the 2013 LICENSE), FHCRC agrees that (a) any NET CONSIDERATION (as defined in 2009 LICENSE and this AGREEMENT) paid by LICENSEE to FHCRC pursuant to the 2009 LICENSE and/or this AGREEMENT shall be fully creditable against any REMUNERATION due to FHCRC under the 2013 LICENSE, and (b) in no event shall LICENSEE be obligated to pay to FHCRC more than an aggregate of [***] with

respect to any and all (i) NET CONSIDERATION (subject to the 2009 LICENSE and/or this AGREEMENT), and/or (ii) REMUNERATION (subject to the 2013 LICENSE).

(f)

Notwithstanding any provision in Section 4.1 hereof or elsewhere in this Agreement to the contrary, LICENSEE shall be entitled to reduce payments otherwise required pursuant to Sections 4.1(d) or 4.1(e) hereof pursuant to actual amounts paid by LICENSEE under Sections 4.6. Any amounts setoff or offset that are not actually setoff or offset against a particular payment amount will be carried forward to the next royalty payment period.

4.2

In further consideration for the right and license granted to LICENSEE under this AGREEMENT, LICENSEE will pay to FHCRC certain milestone payments as provided for below. Such milestones payments will be due and payable to FHCRC in the amount shown below within [***] of LICENSEE, its AFFILIATE or SUBLICENSEES upon the first meeting or achieving each individual milestone. Milestone payments will be paid as follows on LICENSED PRODUCTS which meet any such milestone, and with regard to (i) through (iii) below:

(i) Upon initiation of a first [***] for a LICENSED PRODUCT:

—LICENSEE will pay [***].

(ii) Upon initiation of a first [***] for a LICENSED PRODUCT:

—LICENSEE will pay [***].

(iii) Upon a first [***] of a LICENSED PRODUCT [***]:

—LICENSEE will pay [***].

If any milestone listed in Section 4.2 above is not applicable for the commercialization of any LICENSED PRODUCT, [***]

4.2.1 Any and all such milestone payments are not refundable and any and all milestone payments are only payable once, regardless of the number of times a milestone is achieved by one or more LICENSED PRODUCT.

4.3

[***]

4.4

disclose to FHCRC any information other than information relating to the accuracy of reports and calculations of amounts due FHCRC under this AGREEMENT and shall be subject to the terms of Article X, which it shall confirm in writing. If any amounts due FHCRC are ultimately determined to have been underpaid in an amount equal to or greater than [***] of the total amount due during the period so examined, then LICENSEE will pay the cost of the examination plus [***].

4.5

Within [***] following each [***], LICENSEE will deliver to FHCRC a written progress report as to LICENSEE’s (and any sublicensee’s) efforts and accomplishments during [***] in [***] commercializing LICENSED SUBJECT MATTER in the LICENSED TERRITORY and LICENSEE’s (and sublicensees’) commercialization plans for [***].

4.6

If LICENSEE or any of its SUBLICENSEEs (i) is or becomes a party to a bona fide license agreement with a non-AFFILIATE THIRD PARTY, or (ii) is a party to a bona fide license agreement with FHCRC under a separate written agreement entered on or before November 19, 2014 (each such third party or FHCRC, as the case may be, a “STACKING LICENSOR”) for the right or license to a product or process under which LICENSEE is obligated to pay to such STACKING LICENSOR a royalty which is based on a royalty rate applied to LICENSED PRODUCTS sold in particular territories, LICENSEE or any such SUBLICENSEE may offset [***] of any royalties it pays to such STACKING LICENSOR against up to [***] of the royalties owed FHCRC under this AGREEMENT; provided, however, that the minimum annual royalty paid to FHCRC under this AGREEMENT notwithstanding the application of STACKING LICENSOR offsets under this Section 4.6 will be [***] on annual aggregate NET SALES, and provided further that any such STACKING LICENSOR payment offsets arising out of third party license agreements

executed prior to January 2, 2012 (“PRE-SIGNING THIRD PARTY LICENSE AGREEMENTS”), will be limited to the extent necessary to reflect an aggregate royalty rate on aggregate net sales under all such PRE-SIGNING THIRD PARTY LICENSE AGREEMENTS of no greater than [***]. Any STACKING LICENSOR payments that may be applied as offsets as described above that are not applied in a given period may be carried forward until applied.

4.7

All amounts payable hereunder by LICENSEE will be paid in immediately available United States funds without deductions for assessments, fees, or charges of any kind, except tax withholding required by law and as provided herein. Checks are to be made payable to Fred Hutchinson Cancer Research Center. Conversion of foreign currency to U.S. Dollars shall be made at the exchange rate on the last business day of the reporting period to which a payment relates, as quoted in The Wall Street Journal (Western Edition). If the foreign currency cannot be converted to U.S. Dollars and exported from a country for any reason, LICENSEE shall notify FHCRC in writing and any payment shall be deposited promptly in a recognized financial institution in that country for the benefit of FHCRC.

4.8

[***].

4.9

V. PATENTS AND INVENTIONS

5.1	Inventions.

(a)

The LICENSED PRODUCTS and the entire right, title and interest in and to all discoveries, improvements, processes, formulas, data, inventions, enhancements, know-how and trade secrets, patentable or otherwise, that arise from activities under this AGREEMENT or that are necessary or useful in connection with obtaining regulatory approval, manufacture, marketing, promotion, sale, import or export of LICENSED PRODUCTS, and that were or are solely developed or invented by LICENSEE (“LICENSEE INVENTIONS”) shall be owned solely by LICENSEE (except for any LICENSED SUBJECT MATTER or LICENSED SUBJECT MATTER INVENTION, as defined in section 5.1(b)), and FHCRC shall not acquire any right, title, and interest in or to any LICENSED PRODUCTS and LICENSEE INVENTIONS.

(b)

LICENSEE shall be owned jointly by LICENSEE and FHCRC; (ii) solely by employees or contractors (excluding LICENSEE) of FHCRC shall be owned solely by FHCRC; and (iii) jointly by employees or contractors of LICENSEE and FHCRC shall be owned jointly by LICENSEE and FHCRC. If LICENSEE elects to prepare and file such patent application, (i) LICENSEE will control and pay [***], (ii) LICENSEE will provide FHCRC with a copy of such application for which LICENSEE has paid [***], as well as copies of any documents received or filed during prosecution thereof, and (iii) Exhibit A of this Agreement shall be amended to include the LICENSED SUBJECT MATTER INVENTION. If LICENSEE notifies FHCRC that it does not intend to pay [***] of such application, or if LICENSEE does not respond to FHCRC within [***] after consultation with LICENSEE on the disposition of rights of the subject invention, then FHCRC, after [***] prior written notice to LICENSEE, may file such application [***]. In addition, LICENSEE will have the right to control and pay [***] all other patent applications and patents included in the PATENT RIGHTS. FHCRC shall cooperate with LICENSEE in prosecuting, maintaining and defending the PATENT RIGHTS and shall cause its employees and agents to execute such documents and perform such acts as are reasonably requested by LICENSEE in connection therewith. The parties agree that they share a common legal interest to obtain valid enforceable patents and that each party will keep all privileged or confidential information of the other party received pursuant to this Section confidential in accordance with Article X.

VI. INFRINGEMENT ACTIONS

6.1

LICENSEE [***] shall have the first right, but not the obligation, to enforce any patent exclusively licensed hereunder against infringement by THIRD PARTIES (“PATENT ENFORCEMENT ACTION”). After reimbursement of LICENSEE’s [***] legal costs and expenses related to such enforcement, LICENSEE agrees to pay FHCRC either: (a) the royalty detailed in Section 4.1(d) for any monetary recovery that is for sales of LICENSED PRODUCTS lost due to the infringement and [***] of related punitive damages; or (b) [***] of reasonable royalties awarded and related punitive damages in any recovery in which the award is for reasonable royalties. LICENSEE must notify FHCRC in writing of any potential infringement within [***] of knowledge thereof. If LICENSEE does not file suit against a substantial infringer within [***] of knowledge thereof, then FHCRC may, at its sole discretion, enforce any patent licensed hereunder on behalf of itself and LICENSEE, and after reimbursement of FHCRC’s reasonable legal costs and expenses related to such enforcement, the balance of any recovery shall be distributed as follows: [***] to FHCRC and [***] to LICENSEE. In any suit or dispute involving an infringer of the PATENT RIGHTS, the parties agree to cooperate fully with each other. At the request and expense of the party bringing suit, the other party will permit access during regular business hours, to all relevant personnel, records, papers, information, samples, specimens, and the like in its possession and agrees to be joined in such suit, if requested or required by applicable law.

6.2

more patent, trademark, trade secret or other intellectual property rights held by such THIRD PARTY (an “INFRINGEMENT SUIT”), then (i) as between LICENSEE and FHCRC, LICENSEE shall assume direction and control of the defense of claims arising therefrom (including the right to settle such claims at its sole discretion), and (ii) LICENSEE may withhold and deposit into an interest-bearing escrow account [***] of all amounts that LICENSEE would otherwise be obligated to pay to FHCRC pursuant to Article IV (the “ESCROWED AMOUNT”), and LICENSEE’S payment obligations to FHCRC under Article IV shall be reduced accordingly, until such time as a final, non-appealable judgment is rendered with respect to such INFRINGEMENT SUIT by a court of competent jurisdiction, or the time permitted for appeal of a final, appealable judgment has lapsed (the “FINAL JUDGMENT”). If FINAL JUDGMENT is rendered in favor of LICENSEE (or its AFFILIATES or sublicensees, as the case may be), then LICENSEE shall pay to FHCRC, within [***] after the entry of such judgment, the full amount of the ESCROWED AMOUNT and, after reimbursement of LICENSEE’s reasonable legal costs and expenses related to such action, the balance of any award (except for the balance of any recovery under a PATENT ENFORCEMENT ACTION which shall be distributed pursuant to Section 6.1 hereof) that LICENSEE actually receives with respect to such INFRINGEMENT SUIT shall be distributed as follows: [***] to LICENSEE and [***] to FHCRC. If the FINAL JUDGMENT is rendered partially or entirely in favor of such THIRD PARTY, then LICENSEE may apply the ESCROWED AMOUNT to the payment of its defense costs in connection with such INFRINGEMENT SUIT and to the payment of any award it is required to pay pursuant to such FINAL JUDGMENT. If the ESCROWED AMOUNT exceeds such defense costs and award then LICENSEE, within [***] following the date of the FINAL

JUDGMENT, shall remit to FHCRC the amount of such excess. If the ESCROWED AMOUNT does not equal or exceed the amount of such defense costs and award, then from and after the date of the FINAL JUDGMENT, LICENSEE shall be entitled to withhold [***] of all amounts that LICENSEE would otherwise be required to pay to FHCRC pursuant to Article IV until such time as the aggregate amounts so withheld plus the ESCROWED AMOUNTS equals the amount of such defense costs and award. In the event that a THIRD PARTY institutes a patent, trademark, trade secret or other infringement suit against LICENSEE or its AFFILIATES or sublicensees during the term of this AGREEMENT, FHCRC shall use, and shall cause its AFFILIATES and any THIRD PARTIES owning relevant FHCRC patents to use commercially reasonable efforts to assist and cooperate with LICENSEE in connection with the defense of such suit.

VII. PATENT MARKING

7.1

7.2

VIII. INDEMNIFICATION AND INSURANCE

8.1

LICENSEE hereby agrees to defend, hold harmless and indemnify FHCRC and its agents, directors, officers and employees (the “FHCRC INDEMNITEES”) from and against any and all suits, claims, actions, demands, liabilities, expenses and/or losses, including, without limitation, reasonable legal expenses and attorneys’ fees (collectively “LOSSES”) resulting directly or indirectly from a claim with respect to: [***]. The foregoing indemnification obligations will not apply in the event and to the extent that such LOSSES arose as a result of [***]. FHCRC shall promptly notify LICENSEE of any such LOSSES and allow LICENSEE to handle and control the defense thereof LICENSEE shall have the sole right to settle such LOSSES, but no settlement shall be made that does not include an unconditional release without FHCRC’s prior written consent.

8.2

8.3

indemnification under this AGREEMENT; and (iii) coverage for litigation costs. The minimum amounts of insurance coverage required herein shall not be construed to create a limit of LICENSEE’s liability with respect to its indemnification under this AGREEMENT. The insurance requirements under this Section 8.3 may be satisfied by self insurance commensurate with reasonable standards of the industry.

8.4

8.5

IX. USE OF FHCRC’S NAME

9.1	LICENSEE will not use the name of (or the name of any employee of) FHCRC in any advertising, promotional or sales literature, or on its Web site, without the advance express written consent of FHCRC.

Notwithstanding the above, LICENSEE may use the name of (or name of employee of) FHCRC in routine business correspondence, prospectus or other financing documents, disclosure documents and company descriptions describing the fact that a licensing relationship exists, or as required under applicable law or regulations, without FHCRC’s express written consent.

X. CONFIDENTIAL INFORMATION AND PUBLICATION

10.1

(a)

was in the public domain at the time of disclosure; or

(b)

later became part of the public domain through no act or omission of the recipient party, its employees, agents, successors or assigns; or

(c)

was lawfully disclosed to the recipient party by a THIRD PARTY having the right to disclose it; or

(d)

was already known by the recipient party at the time of disclosure; or

(e)

was independently developed by the recipient party without use of the other party’s confidential information.

If the recipient party is required by law to disclose confidential information owned or disclosed to it by the other party including, without limitation, by discovery, subpoena or other legal or administrative process, the recipient party agrees to provide the other party prompt notice of the required disclosure to permit the other party, at its option and expense, to seek an appropriate protective order or waive the requirements of this AGREEMENT. If no protective order or waiver is obtained, such disclosure may be made but only to the extent legally required. The recipient party will not oppose any action by the other party to obtain an appropriate protective order or other assurance that confidential information which must be disclosed will be accorded confidential treatment.

10.2

10.3

XI. ASSIGNMENT

11.1

Except in connection with the sale of all or substantially all of LICENSEE’s assets to a THIRD PARTY or a merger, consolidation or reorganization of LICENSEE, this AGREEMENT may not be assigned by LICENSEE to other than an AFFILIATE without the prior written consent of FHCRC, which will not be unreasonably withheld, conditioned, or delayed. This AGREEMENT may not be assigned by FHCRC without the prior written consent of LICENSEE.

XII. TERM AND TERMINATION

12.1

Subject to early termination as provided hereinbelow, the term of this AGREEMENT is from the EFFECTIVE DATE to the last expiration date of any patents included in the PATENT RIGHTS. After expiration of this AGREEMENT, LICENSEE’s rights to the LICENSED SUBJECT MATTER hereunder shall become nonexclusive fully paid up, royalty-free, world-wide, perpetual and irrevocable.

12.2

Any time after five (5) years from the EFFECTIVE DATE, FHCRC has the right to terminate the license granted under this AGREEMENT if LICENSEE, within ninety (90) calendar days after receiving written notice from FHCRC of the intended termination, fails to provide satisfactory written evidence that LICENSEE has properly submitted an Investigational New Drug (IND) application to the U.S. Food and Drug Agency.

12.3

(a)

(b)

(c)

(d)

at any time by mutual written agreement between LICENSEE and FHCRC subject to any terms herein which survive termination; or

(e)

if any of FHCRC’s termination rights provided under Sections 12.2, 12.3, or 12.4 hereof are exercised by FHCRC.

12.4	Upon expiration or termination of this AGREEMENT:

(a)

nothing herein will be construed to release either party from any obligation maturing prior to the effective date of the termination; and

(b)

LICENSEE covenants and agrees to be bound by the provisions of Articles VIII (Indemnification and Insurance), IX (Use of FHCRC’s Name) and X (Confidential

Information and Publication) and agrees that such obligations survive expiration or termination of this AGREEMENT. FHCRC covenants and agrees to be bound by the provisions of Article X (Confidential Information and Publication) and the nonexclusive license described in Section 12.1 upon expiration and agrees that such obligations survive expiration or termination of this AGREEMENT; and

(c)

LICENSEE may, after the effective date of the termination or expiration of this AGREEMENT, sell all LICENSED PRODUCTS and parts therefor that it has on hand at the date of termination, if LICENSEE pays the earned royalty thereon and any other amounts due pursuant to Article IV and otherwise complies with the terms of this AGREEMENT; and

(d)

Subject to Section 12.5(c), LICENSEE agrees to cease and desist any and all use of the LICENSED SUBJECT MATTER upon termination of this AGREEMENT; and

(e)

Upon termination, but not expiration, of this AGREEMENT, LICENSEE will grant to FHCRC a nonexclusive, nontransferable, nonsublicenseable, royalty bearing license with respect to improvements made by LICENSEE based solely on the LICENSED SUBJECT MATTER, provided that FHCRC agrees to pay [***] (including any third-party fees and royalties associated with such improvements), which LICENSEE and FHCRC agree to negotiate in good faith for the nonexclusive, nontransferable, nonsublicenseable, license.

XIII. SUPERIOR-RIGHTS; REPRESENTATIONS AND WARRANTIES

13.1	Except for the rights, if any, of the Government of the United States of America as set forth below, FHCRC represents and warrants that [***] (a) the entire right, title, and interest in and to LICENSED SUBJECT MATTER have been assigned to FHCRC, (b) it has the authority

to grant licenses for the LICENSED SUBJECT MATTER hereunder, and (c) FHCRC has not granted licenses to any THIRD PARTY that would restrict rights granted hereunder except as stated herein. [***].

13.2

LICENSEE understands that the LICENSED SUBJECT MATTER may have been developed under a funding agreement with the Government of the United States of America (“Government”) and, if so, that the Government may have certain rights relative thereto. This AGREEMENT is explicitly made subject to the Government’s rights under any such agreement and any applicable law or regulation, including P.L. 96-517 as amended by P.L. 98-620. To the extent that there is a conflict between any such agreement, applicable law or regulation and this AGREEMENT, the terms of such Government agreement, applicable law or regulation shall prevail. LICENSEE agrees that any LICENSED PRODUCTS subject to 35 U.S.C. § 204 that are used or SOLD in the United States will be if commercially feasible, manufactured substantially in the United States, unless a written waiver is obtained in advance from the Government.

13.3	LICENSEE understands and agrees that FHCRC, by this AGREEMENT, makes no representation as to the operability or fitness for any use, safety, efficacy, approvability by regulatory authorities, time and cost of development, patentability, and/or breadth of the LICENSED SUBJECT MATTER.

13.4

13.5

Each party hereby represents and warrants to the other party that: (a) it is duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is organized, and has full power and authority and the legal right to own and operate its property and assets and to carry on its business as it is now being conducted and as contemplated in this AGREEMENT; (b) it has the power and authority and the legal right to enter into this AGREEMENT and perform its obligations hereunder; it has taken all necessary action on its part required to authorize the execution and delivery of this AGREEMENT and the performance of its obligations hereunder; and this AGREEMENT has been duly executed and delivered on behalf of such party, and constitutes a legal, valid and binding obligation of such party that is enforceable against it in accordance with its terms; (c) it has not entered, and will not enter, into any agreement with any THIRD PARTY that is in conflict with the rights granted to the other party under this AGREEMENT, and has not taken and will not take any action that would in any way prevent it from granting the rights granted to the other party under this AGREEMENT, or that would otherwise materially conflict with or adversely affect the rights granted to the other party under this AGREEMENT; and (d) its performance and execution of this AGREEMENT will not result in a breach of any other contract to which it is a party.

13.6

TECHNOLOGY RIGHTS to grant the rights set forth in this AGREEMENT to LICENSEE; (c) as of the EFFECTIVE DATE, [***] there is not pending or, threatened in writing, any claim or litigation to which FHCRC is a party contesting the ownership, derivation, inventorship, validity or right to use any of the LICENSED SUBJECT MATTER; (d) as of the EFFECTIVE DATE, [***] FHCRC has not received any written notice of infringement with respect to the exercise of the LICENSED SUBJECT MATTER; and (e) as of the EFFECTIVE DATE, [***] FHCRC has not received written notice of any third party assertion that the PATENT RIGHTS are invalid. HOWEVER, FHCRC, INCLUDING THE VICE PRESIDENT OF INDUSTRY RELATIONS & TECHNOLOGY TRANSFER, HAS MADE NO SPECIAL INVESTIGATION INTO SUCH MATTERS AND MAKES NO WARRANTY OR REPRESENTATION AGAINST MISAPPROPRIATION OR INFRINGEMENT.

XIV. GENERAL

14.1

14.2	Any notice required by this AGREEMENT must be given in writing by prepaid, first class, certified mail, return receipt requested, and addressed in the case of FHCRC to:

Fred Hutchinson Cancer Research Center

Industry Relations and Technology Transfer

1100 Fairview Ave., N, J5-110

Seattle, WA 98109-1024

ATTENTION: Vice President for Technology Transfer

with a copy to:

Fred Hutchinson Cancer Research Center

Industry Relations and Technology Transfer

1100 Fairview Ave., N, J5-110

Seattle, WA 98109-1024

ATTENTION: Vice President and General Counsel

or in the case of LICENSEE to:

Juno Therapeutics, Inc.

307 Westlake Avenue North

Suite 300

Seattle, WA 98109

ATTENTION: General Counsel

or other addresses as may be given from time to time under the terms of this notice provision.

14.3	LICENSEE must comply with all applicable federal, state and local laws and regulations in connection with its activities pursuant to this AGREEMENT.

14.4

14.5

Any dispute, controversy, or claim arising out of or relating to this AGREEMENT or the interpretation, enforceability, performance, breach, termination, or validity hereof, including, without limitation, this Section (each, a ‘Dispute”), shall be resolved as follows. If the parties are unable to initially resolve a Dispute through consultation and negotiations between the parties, any party may proceed to litigation in accordance with this AGREEMENT.

14.6	No omission or delay on the part of either party hereto in requiring due and punctual fulfillment of the obligations of the other party shall be deemed to constitute a waiver of any

of the rights of the omitting or delaying party unless such rights are waived in the particular instance in a writing delivered to the other party, and no such waiver shall apply to any other instance or obligation. The terms and conditions of this AGREEMENT shall inure to the benefit of and shall be binding upon the permitted successors and assigns of the parties, and no signature or other indication of assent by any such person shall be required as a prerequisite to enforceability.

14.7

14.8	The prevailing party in any action to enforce this AGREEMENT shall be reimbursed or paid by the other party for its [***] incurred in connection with such enforcement.

14.9	This AGREEMENT shall not be subject to nor governed by the United Nations Convention on Contracts for the International Sale of Goods and it shall not apply to any portion of this AGREEMENT.

14.10

14.11

This AGREEMENT may be executed in two (2) or more counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument.

14.12

LICENSEE shall comply, and cause its AFFILIATES, contractors, representatives, agents and sublicensees to comply with the Export Laws. LICENSEE shall not export or re-export directly or indirectly (including via remote access) any part of the PATENT RIGHTS, TECHNOLOGY RIGHTS, LICENSED PRODUCTS or any confidential information to any applicable jurisdiction to which a license is required under the Export Laws without first obtaining a license. As used herein, “Export Laws” means all laws, administrative regulations and executive orders of any Applicable Jurisdiction relating to the control of imports and exports of commodities and technical data, use or remote use of software and related property, or registration of this AGREEMENT, including the Export Administration Regulations of the U.S. Department of Commerce, the International Traffic in Arms Regulations of the U.S. Department of State, and the Enhanced Proliferation Control Initiative. “Applicable Jurisdiction” means the U.S. and any other jurisdiction where any items will reside or be located, or from where any items may or will be accessed under this AGREEMENT.

14.13

Headings included herein are for convenience only and will not be used to construe this AGREEMENT.

14.14

the period of such events or circumstances and for a reasonable period of recovery thereafter, provided that the party claiming delay shall as promptly as practical notify the other party of the existence of such events or circumstances.

14.15

Subject to the terms of this AGREEMENT, the activities and resources of LICENSEE and FHCRC shall be managed by such party, acting independently and in its individual capacity. The relationship between LICENSEE and FHCRC is that of independent contractors, and neither party shall have the power to bind or obligate the other party in any manner, other than as is expressly set forth in this AGREEMENT.

IN WITNESS WHEREOF , the parties hereto have caused their duly authorized representatives to execute this AGREEMENT.


FRED HUTCHINSON CANCER		LICENSEE
RESEARCH CENTER
A NONPROFIT CORPORATION

By:	/s/ Richard Mitchell	By:	/s/ Hans Bishop

Name:	Richard Mitchell	Name:	Hans Bishop

Title:	Dir. of Business Development	Title:	President & CEO

Date:	Nov. 21, 2014	Date:	Nov. 21, 2014

EXHIBIT A

LICENSED SUBJECT MATTER

(as of November 19, 2014)

FHCRC’s right, title and interest in the following U.S. and ex-U.S. patents and patent applications in the LICENSED FIELD:


SeedIP Ref (360056-)	Application No. Patent No./ Publication No.	Filing Date Publication/ Issue Date (MM-DD-YYYY)

	420 Family

	[]*

EXHIBIT B

RESEARCH WORK PLAN

[***]

Exhibit 10.4(A)

COLLABORATION AGREEMENT

This Collaboration Agreement is entered into as of October 16, 2013 (the “Effective Date”), by and between Fred Hutchinson Cancer Research Center (“ FHCRC ”), a Washington nonprofit corporation, and FC Therapeutics, Inc. (“ Juno ”), a Delaware corporation.

The parties agree as follows:

1.	INTRODUCTION

1.1 Parties . FHCRC is a medical and scientific nonprofit research institution whose mission and purpose is the elimination of cancer and related diseases as causes of human suffering and death. It is committed to generating new scientific discoveries and translating them into effective medical practices, therapies and public health approaches to improve the care and treatment of persons with cancer and related diseases. Juno is a biotechnology company organized with the cooperation and participation of FHCRC for the purpose of developing curative therapies for a broad range of human cancers. The focus of Juno’s current efforts is on the development of therapies using cellular immunotherapy to treat different forms of human cancer.

1.2 Purpose of this Agreement . The purpose of this Agreement is to establish a collaboration between FHCRC and Juno focused on the research and development of cellular immunotherapy products (“ Collaboration ”).

1.3 Other Agreements . This Agreement is being entered by the parties concurrently with other agreements that relate to other aspects of the same business transaction. These other documents include the Stock Grant Agreement pursuant to which certain equity in Juno is being granted to FHCRC, and the Side Letter Agreement pursuant to which Juno agrees, on behalf of itself and its successors, to make certain payments to FHCRC on the occurrence of certain events and conditions, each in consideration for FHCRC entering into this Agreement and agreeing to perform its obligations hereunder (the “ Related Agreements ”).

1.4 Reimbursement of Expenses Incurred by FHCRC . Within [***] days of the Effective Date, Juno agrees to reimburse FHCRC for expenses incurred by FHCRC in connection with the organization of Juno and the Collaboration, as estimated on Exhibit 1 , provided, in no event shall Juno be obligated to reimburse FHCRC for an aggregate of more than [***] for the expenses to be reimbursed pursuant to (a) this section and (b) section 4.1(b) of the License Agreement (as defined in Section 2.1(b)).

1.5 Construction . This Agreement will be construed and fairly interpreted in accordance with its terms, without any strict construction in favor of or against any party. Ambiguities will not be interpreted against any party because of its role in preparing the Agreement. In construing or interpreting this Agreement, the word “or” will not be construed as exclusive, and the word

“including” will not be limiting. The use of the singular or plural form will include the other form and the use of the masculine, feminine or neuter gender will include the other genders. All captions and headings in this Agreement are for convenience only and will not be considered as substantive parts of this Agreement or determinative in the interpretation of this Agreement. Unless otherwise stated, references in this Agreement to sections or exhibits refer to sections and exhibits of this Agreement. Except where specifically stated to the contrary, whenever this Agreement requires any consent or approval to be given by either party, or either party must or may exercise discretion, the parties agree that such consent or approval will not be unreasonably withheld or delayed, and that such discretion will be reasonably exercised. All exhibits and addendums to this Agreement will be deemed incorporated by reference and part of this Agreement.

1.6 Definitions . Unless the context otherwise requires, each term used in this Agreement which is specifically defined in the body of this Agreement will have the meaning assigned to it by that definition.

2.	ORGANIZATION AND GOVERNANCE OF THE COLLABORATION

2.1 General Organization and Scope of Collaboration .

(a) The Collaboration is not a partnership, joint venture, or separate legal entity, but a contractual relationship. Unless otherwise agreed in writing, each party will act as an independent contractor with respect to the other party and no party will have authority to act on behalf of or bind the other party without the written agreement of the party to be bound.

(b) In connection with the Collaboration, the parties intend to conduct collaborative research and develop cellular immunotherapy products, including without limitation, the Licensed Products as defined in the License Agreement entered between the parties dated as of the date hereof (“ License Agreement ”).

2.2 Collaboration Plan .

(a) The parties will conduct the Collaboration in accordance with a written plan (the “ Collaboration Plan ”) which will be implemented through specific projects selected and approved in accordance with Section 3 (“ Collaboration Projects ”). The Collaboration Plan will include (i) a description of the overall objectives of the Collaboration for the coming [***], and (ii) a description of the activities planned to be conducted in the Collaboration during the next [***] including for each Collaboration Project: estimated timelines, budgets, staffing, necessary resources and funding sources. The initial Collaboration Plan will be agreed by the COG and approved by the parties within [***] of Effective Date.

(b) The Collaboration Plan shall be reviewed, updated and approved at least annually by the COG, with such changes as the COG may deem appropriate, no later than [***] after the start of each year, subject to the terms of this Agreement. Any changes to the Collaboration Plan shall be reflected in the official COG meeting minutes.

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2.3 Governance of Collaboration .

(a) The parties will establish a Collaboration Oversight Group (“ COG ”) that will be responsible for management and oversight of all aspects of the Collaboration. Each party shall have a single vote with regard to COG decisions and all decisions of the COG must be unanimous. The COG shall: (i) define and develop strategies to accomplish the objectives of the Collaboration, (ii) approve the Collaboration Plan and specific Collaboration Project(s) and related Project Agreement(s), including any material changes thereto, (iii) determine appropriate facilities and staffing for each Collaboration Project and such other resources as may be needed to carry out each Collaboration Project, (iv) monitor progress and expenditures for each Collaboration Project, and (v) seek to resolve any disputes between the parties relating to the Collaboration.

(b) The COG may establish and delegate authority granted to it under this Agreement to such other committees, teams or groups as it deems necessary or appropriate to carry out the purposes of the Collaboration including the safe, effective and efficient conduct of Collaboration Projects; provided , that the COG will remain ultimately responsible for management and oversight of the Collaboration notwithstanding any delegation.

(c) The COG will be composed of two representatives selected by each party. The initial members of the COG will be designated by the parties within 30 days of the Effective Date. The COG may elect to include additional members subject to approval of both parties. Selection of the chair of the COG will alternate between the parties annually. The first chair of the COG will be selected by [***]. The COG may meet in such manner and at such intervals as it deems appropriate, but not less frequently than [***] times per year. Each party may remove and fill vacancies for the COG representatives that it appoints.

(d) The COG shall keep written minutes of its meetings which shall reflect its actions and decisions. The intent of the parties is that minutes shall be agreed and signed by a COG representative of each party within [***] following the applicable COG decision.

(e) The COG shall not have the power or authority to amend or modify the terms of this Agreement or waive compliance with, or any breach of, this Agreement and no decision of the COG shall be in contravention of any terms and conditions of this Agreement. Any matter to be decided by the COG that cannot be unanimously agreed by the COG within a reasonable time shall be subject to resolution as provided in Section 2.4.

2.4 Issue Resolution . Any issue of disagreement, dispute, or discussion relating to this Agreement or the Collaboration that is not disposed of by agreement of the parties will be submitted to the COG for resolution. If the COG is unable to resolve the issue within [***] after notification thereof or as soon as the COG determines it cannot resolve the issue, the issue will be [***].

3.	CONDUCT OF COLLABORATION

3.1 Collaboration Project Proposals . Either party may propose a Collaboration Project to the COG. Any such proposal shall be in writing and shall include: (i) a description of the proposed activities and objectives with rationale, (ii) a proposed budget, with staffing and other resource requirements, (iii) a timeline with milestones, and (iv) deliverables. Each party agrees that they shall consider in good faith any Collaboration Project proposed by the other party, but each acknowledges

-3-

that either party may withhold approval for the conduct of any particular proposed Collaboration Project. It is understood that the parties expect to, and will use commercially reasonable good faith efforts to, agree on Collaboration Projects that will utilize all Sponsor Payments during the term of this Agreement and that it is anticipated that such Sponsor Payments will be expended in accordance with the schedule in Section 3.6(b).

3.2 Selection of Collaboration Projects; Project Agreements .

(a) From time to time, the COG will review the Collaboration Project proposals submitted pursuant to Section 3.1 and approve Collaboration Projects to be carried out in furtherance of the Collaboration. Prior to approving any new Collaboration Project, the COG shall prepare and agree on a written Project Agreement for such Collaboration Project. The Project Agreement will set forth for the applicable Collaboration Project (i) the activities to be conducted, including the tasks to be performed by each party; (ii) specific objectives, milestones, deliverables and timelines for achievement of the objectives and milestones; (iii) the staffing and other resources that will be utilized, the source of such resources and associated costs; (iv) detailed budgets for all activities to be conducted, including activities to be conducted by the parties and by third parties, if any; (v) the principal investigator from each party (“ Principal Investigator ”); (vi) intellectual property other than Project Intellectual Property, if any, that will be licensed to either party for the conduct of the activities relating to such Collaboration Project, and any terms associated with such use; (vii) and treatment of intellectual property rights if different than described in this Agreement; and (viii) any other terms specifically relevant to such Collaboration Project. Unless otherwise agreed by the parties, each Project Agreement will be in substantially the form attached as Exhibit 2 to this Agreement. Each Project Agreement, and any material amendments thereto, must be both approved by the COG and approved by the parties in writing.

3.3 Performance and Control of Collaboration Projects .

(a) Each party will use reasonable efforts (consistent with any applicable ethical or legal restrictions) to collaboratively perform each Collaboration Project in accordance with this Agreement and the applicable Project Agreement. Each party will have control of and be responsible for the portions of the Collaboration Project assigned to it as specified in this Agreement and the applicable Project Agreement.

(b) With regard to any clinical trials conducted by the medical staff, including the Principal Investigator, of the party responsible for the clinical care of any research subjects during a Collaboration Project will have sole authority over such clinical care, and nothing in this Agreement or a Project Agreement will prevent that party and its Principal Investigator from taking any action which is, in the reasonable medical judgment of the medical staff of that party, in a research subject’s best interest. Each party is responsible for ensuring that its Principal Investigator and all of its employees and agents working on any clinical stage Collaboration Project (i) are properly informed as to the procedures and other relevant information specified in and relating to the Project Agreement, and (ii) comply with this Agreement, the Project Agreement and all applicable laws and regulations including the investigator responsibilities described in 21 C.F.R. Part 312 of the FDA regulations in their performance of any activities associated with the conduct of any Collaboration Project.

(c) In the event that for any Collaboration Project (i) costs incurred for the applicable Project will exceed by [***] or more the budgeted costs provided in the Project Agreement, or (ii) the Project fails to timely achieve one or more objectives set forth for the applicable Project Agreement, or (iii) is materially delayed, then Juno may terminate the applicable Collaboration Project with [***] notice and such matter shall not be subject to resolution pursuant to Section 2.4.

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3.4 Change in Principal Investigators . In the event that any FHCRC Principal Investigator dies, becomes disabled such that he or she cannot continue employment at FHCRC, terminates his or her employment at FHCRC, or his or her employment at FHCRC is otherwise terminated, FHCRC shall nominate a replacement Principal Investigator, subject to the approval of Juno [***].

3.5 Site Selection and Termination . Non-clinical Collaboration Projects shall be conducted at FHCRC and Juno facilities unless otherwise agreed in writing by the parties. Clinical studies that are conducted in connection with the Collaboration may be performed at FHCRC and/or other clinical research sites selected by Juno; provided, unless otherwise agreed by the parties, [***] clinical trials related to Licensed Products will be conducted at FHCRC. Upon receiving the necessary approvals, a selected clinical trial site will be considered a “ Participating Site .”

3.6 Funding of Collaboration Projects .

(a) Collaboration Projects will be funded by Juno or through other funding mechanisms that are mutually agreeable to the parties in each case as provided in the applicable Project Agreement. The parties will also agree on appropriate facilities and staffing for each Collaboration Project and such other resources as may be needed to carry out each Collaboration Project. No funds from any corporate or commercial entity other than Juno will be used to fund any Collaboration Project(s) without the prior written consent of Juno.

(b) Subject to the terms of this Agreement, and the agreed Collaboration Plan and individual Project Agreements, Juno agrees to provide FHCRC an aggregate of at least [***] of funding during each of the first [***] years of the Collaboration and at least [***] additional years of funding from Juno of at least [***] per year (“ Sponsor Payments ”).

(c) Sponsor Payments will be used to support research projects to be carried out at FHCRC or under the supervision of FHCRC Principal Investigators and which are approved by the COG as Collaboration Projects and reflected in Project Agreements signed by FHCRC and Juno. Funding for each Collaboration Project shall be as provided in the applicable budget, in accordance with the schedule set forth in the applicable Project Agreement. Any portion of the Sponsor Payment funds allocated budgeted to be expended to a given year that are not used in that year will be carried forward for use during subsequent years during the term of this Agreement, subject to Section 14.5(e).

(d) It is agreed to and understood by the parties that the aggregate amount of the Sponsor Payments is an estimate of the cost of research to be conducted by FHCRC relating to the Collaboration, but that Juno shall not be liable for any payments or costs in excess of the Sponsor

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Payments, unless Juno expressly agrees in writing to provide additional funds. Funding for any work to be performed in connection with the Collaboration that would require payments by Juno in excess of those described in Section 3.6(b) above, must be agreed to by Juno and FHCRC in writing prior to the initiation of any such work.

(e) Sponsor Payments will be made in the amounts and in accordance with the schedule stated in the applicable Project Agreement. Payments will be made in United States Dollars to the following address:

Fred Hutchinson Cancer Research Center

Industry Relations & Technology Transfer

1100 Fairview Avenue North, J5-110

P.O. Box 19024

Seattle, WA 98109-1024

Attention: Vice President Industry Relations & Clinical Research Support

Fax No.: (206) 667-1515

Email: umueller@fhcrc.org

3.7 Financial Records and Audits .

(a) FHCRC shall keep complete and accurate records pertaining to Sponsor Payments received by it in sufficient detail to permit Juno to confirm the expenditures of any and all such funds in connection with the Collaboration, and shall [***] provide a written report to Juno and the COG detailing expenditures in the prior [***] period. FHCRC shall maintain its financial records for no less than [***] after the time period(s) to which such records relate.

(b) Not more than [***], Juno may engage an independent certified public accountant selected by FHCRC, reasonably acceptable to FHCRC, to perform an audit of the books and records of FHCRC during normal business hours to verify the accuracy of the Sponsor Payments reports furnished by FHCRC and to confirm payments made hereunder with respect to any [***] period ending not more than [***] prior to the date of such request. Juno shall [***] of inspections conducted under this Section 3.7.

(c) If an audit indicates that any prior report on Sponsor Payments is incorrect for any reason, Juno shall promptly notify FHCRC, and provide a written explanation of the error and a calculation of the amount due and payment of the amount due. Within [***] FHCRC shall repay such amount to Juno.

(d) If any audit of Sponsor Payments incurred by FHCRC identifies any apparent discrepancies, the parties shall discuss any such apparent discrepancies in good faith to clarify and resolve such matter. If the parties are unable to reach agreement on any such matter, [***].

3.8 Records .

(a) The parties shall maintain records that properly reflect all work done and results achieved in the performance of the Collaboration (including all data in the form required

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under any applicable governmental regulations and as directed by the COG), including laboratory records sufficient to establish the dates of first conception and reduction to practice of any inventions. Upon request during the term of this Agreement and for [***] thereafter, the parties shall provide each other reasonable access to such records during ordinary business hours.

(b) With regard to any clinical studies, each party agrees to prepare, maintain and retain complete, accurate, and legible written records, accounts, notes, reports and data relating to its performance of each Collaboration Project (“Study Records”) as required by this Agreement, the Project Agreement and applicable laws and regulations. Study Records including Project Reports will be retained in a safe and secure manner for at least [***] following completion of the Collaboration Project or earlier termination of the applicable Project Agreement or as required by applicable laws and regulations including FDA requirements under 21 CFR§ 312.57.

3.9 Reports . At least [***], the COG shall prepare for any Collaboration Projects that were conducted in the prior [***] or that are underway, a written status report detailing achievements, progress against objectives and timelines and a statement of actual versus budgeted expenditures. From time to time during the course of any Collaboration Project, each party, upon reasonable request, will provide the other party and the COG with a written summary of the results of its activities related to that Collaboration Project, and, if determined to be appropriate by the COG, a final written report within [***] of the termination of the applicable Project Agreement. All reports submitted under this Section (“ Project Reports ”) will describe the activities taken in furtherance of the Collaboration Project by the reporting party, any results achieved and any intellectual property conceived, reduced to practice, developed or created in connection with or in performance of the Collaboration Project by the reporting party, in the level of detail and format agreed by the Parties.

3.10 Informed Consent and Patient Recruitment Materials . The parties will collaboratively prepare a mutually acceptable informed consent form, any authorization or other document required under applicable law, and appropriate patient recruitment materials as necessary for each Collaboration Project. All such materials and any changes thereto must be approved by the COG. [***] will be responsible for filing these materials with any governmental authorities as required by applicable law and for obtaining any required approvals from any governmental authorities. Upon approval, Juno will distribute these materials to the Participating Sites. The informed consent of each subject participating in a Collaboration Project at a Participating Site will be obtained prospectively using an IRB/EC approved informed consent process. Juno will be responsible for ensuring that each Participating Site is in compliance with applicable laws regarding the consenting of human subjects who are participating in any Collaboration Project.

3.11 Responsibility for Regulatory Submissions . [***] will be responsible for all investigational new drug applications and other filings required by the FDA and any other in-country regulatory submissions and approvals (each an “ RA ”) required to conduct a Collaboration Project. Prior to commencement of any clinical trial that is part of a Collaboration Project, [***] will prepare and submit to the appropriate governmental authorities any RAs required under the laws of each jurisdiction where the clinical trial will be conducted. [***] will be the sponsor of any RA and will be responsible for satisfying all sponsor obligations and other requirements of applicable governmental authorities except for sponsor obligations that are [***] under the terms of this

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Agreement or the applicable Project Agreement. [***] agrees to cooperate with [***] and to provide [***] any other documents and information required by applicable laws and regulations or that [***] reasonably requests in connection with the preparation, filing and maintenance of any RA.

3.12 Case Report Forms . [***] is responsible for the development and subsequent revisions of case report forms for Collaboration Projects (“CRF”) subject to review and approval of the COG. Juno will be responsible for distributing the CRFs and any amendments to the CRFs to all Participating Sites in a timely manner.

3.13 Adverse Event Reporting . Each party is responsible for ensuring that its investigators collect, assess and report adverse events according to the procedures outlined in the applicable Project Agreement and as required by applicable laws and regulations. As Sponsor, Juno will be responsible for the reporting of adverse events to all appropriate government agencies as required by the Project Agreement and applicable laws and regulations. Juno agrees that it will, in a timely manner consistent with applicable laws and regulations and the terms of the Project Agreement, provide the COG, FHCRC and any other Participating Sites with any information it obtains in the regarding the safety and/or the toxicity of any Study Product.

3.14 Data Monitoring Committee .

(a) Unless otherwise agreed by the COG, clinical trials related to Collaboration Projects will be overseen and the results reviewed by an independent Data Monitoring Committee (“ DMC ”) established and supported by Juno. The COG will review and approve the DMC’s membership and procedures. Juno will assume responsibility for setting up and supporting all DMC meetings. The COG will be notified of any DMC meetings. A representative from each party will be invited to attend all open sessions of the DMC meetings. All DMC open sessions reports related to a Collaboration Project will be made available to the COG.

(b) The COG will decide whether to accept or reject a major DMC recommendation for a clinical trial conducted at FHCRC under the Collaboration such as a recommendation to close a clinical trial related to a Collaboration Project. Should the COG unanimously agree on accepting a major DMC recommendation, the COG will communicate that decision to the members of the DMC. Should the COG not unanimously agree on accepting or rejecting a major DMC recommendation, the dispute resolution process described in Section 2.4 will be followed. In the rare case when the COG does not elect to accept for implementation a major DMC recommendation, the COG will communicate that decision to the members of the DMC with an appropriate and clear rationale.

3.15 Policies Applicable to Visiting Faculty and Personnel . Faculty and other personnel of a party who are working at the facilities of another party will be subject to and comply with any applicable policies of the host institution unless the host institution waives such policies. Visiting staff or faculty may become an affiliate of the host organization at the option of the host organization. The host institution may exclude particular visiting faculty or other personnel of another party from the host institution’s facilities for failure to comply with the host institution’s policy or other reasonable cause at the discretion of the host institution.

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4.	USE AND DEVELOPMENT OF SHARED RESOURCES AND OTHER SERVICES.

4.1 Project Agreements . Each Project Agreement shall detail the FHCRC resources that FHCRC will utilize in the conduct of the applicable Collaboration Project, terms of access and associated costs.

4.2 Use of Existing FHCRC Services and Resources . FHCRC may, in its sole discretion, elect to provide any service or resource which it offers to its own faculty and employees to the employees of Juno in furtherance of the Collaboration. In that event, the terms on which such services or resources are provided will be approved by the COG and mutually agreed to by the parties and reflected in a Project Agreement. Unless otherwise agreed, services or resources offered by FHCRC to Juno will be dependent upon [***].

4.3 Development of Shared Resources . From time to time, the parties may jointly develop a shared resource. In that event, the parties agree to use reasonable, good faith efforts to develop an appropriate agreement that reflects the rights and obligations of each party with respect to that resource including (a) the respective contributions of the parties, (b) appropriate compensation for time and effort and use of other resources, and (c) access to the shared resource.

5.	MANUFACTURE, SUPPLY AND USE OF STUDY PRODUCT

5.1 Production and Supply of Study Product . Unless otherwise agreed, [***] will be responsible for producing or otherwise obtaining and supplying [***] all cell products and other study agents used in each Collaboration Project (“ Study Product ”) appropriately formulated and in sufficient quantities to complete the Collaboration Project as provided in the applicable Project Agreement. [***] will be responsible for ensuring that all Study Products are properly labeled in accordance with the Project Agreement and applicable law.

5.2 Limitations on Use of Study Product . Unless otherwise agreed, FHCRC will (a) use any Study Product only to conduct the Collaboration Project for which it was supplied and for no other purpose, (b) not transfer any Study Product [***] under a Project Agreement to anyone other than persons authorized to receive them under this Agreement or the Project Agreement, (c) not modify, replicate, make derivatives of, or reverse engineer Study Product owned by or exclusively licensed to Juno without Juno’s prior written consent. FHCRC will store and handle Study Product in a secure manner to prevent access or use by unauthorized persons, and will observe such reasonable safety measures as are customarily employed by FHCRC with respect to other similar materials.

5.3 Return . Upon completion of a Collaboration Project, FHCRC will destroy, or at Juno’s request [***], return to Juno any unused Study Product [***] under the applicable Project Agreement. Juno will develop and present to the COG for approval specific return and destruction procedures for the Study Products used in Collaboration Projects.

5.4 Use of FHCRC Cell Processing Facility .

(a) For a period of [***] commencing on the Effective Date or as otherwise agreed by the parties, at Juno’s request, FHCRC agrees to produce at its Cell Processing Facility in

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Seattle, Washington any human cellular and tissue based Study Product (“ HCT Study Product ”) for any Collaboration Projects; provided , that FHCRC will only be required to manufacture HCT Study Products for which it determines in its reasonable discretion that it has the capacity and expertise to do so.

(b) The terms for production of any HCT Study Product produced by FHCRC including pricing, manufacturing and release specifications, and quality control and quality assurance testing will be described in the applicable Project Agreement.

(c) FHCRC agrees to maintain reasonable documentation concerning the production services, including documentation of all production and quality control testing, standard operating procedures, batch records, logs and such other matters as may be required by law or by the specifications described in the applicable Project Agreement (“ Production Data ”). All Production Data will be maintained by FHCRC in a secure location and access will be limited to authorized FHCRC and Juno personnel (including consultants and advisors); provided , at Juno’s request, and subject to reasonable confidentiality restrictions, copies of such Production Data will be made available to potential manufacturers of Licensed Products. Based on its prior experience with similar products, FHCRC will develop a [***] schedule for production, testing and delivery of the each HCT Study Product. FHCRC agrees to [***] to produce, test and deliver any HCT Study Product in accordance with the schedule described in the Project Agreement [***].

(d) Unless otherwise agreed, and subject to any licenses between FHCRC and Juno, Production Data will be owned by and considered Confidential Information of [***]. Any disclosure to a third party must be subject to confidentiality restrictions at set forth in Article 8.

(e) Notwithstanding Section 12 and unless otherwise expressly agreed in writing by the parties (including in any applicable Project Agreement), FHCRC hereby grants to Juno an exclusive, perpetual, royalty free license, with the right to sublicense through multiple tiers, to any Project Intellectual Property (as defined in Section 12.1) owned by FHCRC that constitutes an improvement to any process used to manufacture HCT Products, in each case, for the development and/or commercialization of [***], reserving to FHCRC a paid-up, non-exclusive, irrevocable license to use and, with the prior written consent of Juno, in its sole discretion, to sublicense to other not-for-profit research organizations to use, such Project Intellectual Property for internal non-commercial research purposes.

(f) For the avoidance of doubt, Juno will retain (i) ownership of all know-how, data and other intellectual property owned by or independently developed by Juno and (ii) control of all intellectual property licensed to Juno from third parties, in each case, that is made available to FHCRC in connection with the manufacture of any HCT Study Products (“ Juno Manufacturing IP ”). FHCRC shall have no right to (x) use, or (y) disclose to any third party any Juno Manufacturing IP except for purposes of carrying out Collaboration Projects, as expressly permitted by this Agreement or as otherwise expressly agreed in writing by Juno.

(g) Subject to the terms of any license between Juno and FHCRC and the terms of this Agreement, FHCRC retains the right to protect any information relevant to its expertise in manufacturing HCT Study Products and similar products by disclosing it to regulatory authorities

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only through the submission of a drug or biologics master file or investigational new drug application (“ IND ”) or equivalent international filing, granting Juno or its agents authority to cross-reference such filing when necessary for Juno to meet relevant regulatory authorization, registration, or licensing obligations related to releasing the biological materials or using them in Collaboration Projects.

(h) ALL HCT STUDY PRODUCTS PRODUCED BY FHCRC ARE EXPERIMENTAL IN NATURE, ARE NOT FOR COMMERCIAL USE, AND ARE PROVIDED “AS IS,” WITHOUT ANY WARRANTY, REPRESENTATION OR UNDERTAKING WHATSOEVER, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR THE ABSENCE OF LATENT OR OTHER DEFECTS, WHETHER OR NOT DISCOVERABLE. FHCRC MAKES NO REPRESENTATION OR WARRANTY REGARDING THE SAFETY OR EFFICACY OF ANY HCT STUDY PRODUCT PRODUCED BY FHCRC. NOTHING IN THIS AGREEMENT WILL BE CONSTRUED AS A REPRESENTATION MADE OR WARRANTY GIVEN BY FHCRC THAT THE USE BY JUNO OF ANY HCT STUDY PRODUCT PRODUCED BY FHCRC OR INFORMATION OR DATA RELATING TO HCT STUDY PRODUCTS PRODUCED BY FHCRC [***].

5.5 Other Manufacturing .

(a) Juno shall, at its election, have the right to manufacture Licensed Products for use in the Collaboration at any site it deems appropriate.

(b) FHCRC agrees to assist Juno in the establishment of manufacturing facilities for [***] and, at Juno’s request, shall deliver to Juno (or its designee), all data, reports, analyses and other information relating to the manufacture of HCT Study Products that exists at FHCRC, is then owned or licensed by Juno, and is then reasonably available and transferable in a tangible form. If at any time during the Term, Juno identifies particular documents, data or information that exists at FHCRC, is then owned or licensed by Juno, and is reasonably available and transferable in a tangible form as of the Effective Date and that was not previously delivered to Juno, FHCRC shall promptly provide such data and information to Juno, upon Juno’s request. Juno shall reimburse FHCRC for [***] by FHCRC in complying with this Section 5.5(b), and FHCRC fees for assistance with establishment of manufacturing facilities shall be agreed pursuant to applicable Project Agreements.

(c) FHCRC shall provide Juno with reasonable access, at agreed times during ordinary business hours, to FHCRC personnel knowledgeable regarding the manufacture of HCT Study Products for the purpose of assisting Juno with technology transfer to a manufacturing facility. The assistance may be rendered by teleconference or in-person meetings, at Juno’s expense, and FHCRC fees for such assistance shall be agreed pursuant to applicable Project Agreements.

6.	LEGAL COMPLIANCE

6.1 Compliance with Law . Each party agrees to carry out the Collaboration and perform each Collaboration Project in accordance with all applicable laws and regulations including, but not limited to (a) the Health Insurance Portability Accountability Act of 1996 (“ HIPAA ”) and its related

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regulations, (b) applicable regulations of the United States Food and Drug Administration (“ FDA ”) and the Health and Human Services Department’s Office for Human Research Protections (“ OHRP ”), (c) the false claims statute (31 USC 3729) and anti-kickback statute (42 U.S.C. 1320a-7(b)) and the related safe harbor regulations and (d) other laws and regulations applicable to medical research involving human subjects, the manufacture and production of drugs, biologics and devices under the regulatory control of the FDA or comparable foreign agencies or instrumentalities and shipments in interstate or foreign commerce. Each party represents, warrants and agrees that no part of any consideration paid under this Agreement or any agreement entered into under this Agreement is a prohibited payment for the recommending or arranging for the referral of business or the ordering of items or services and neither this Agreement nor any consideration paid under this Agreement or any agreement entered into under this Agreement is contingent upon either party’s use or purchase of the other party’s products or services.

6.2 Debarment . No party will knowingly utilize any of the following in connection with the performance of any Collaboration Project:

(a) An organization that has been debarred under the provisions of the Generic Drug Enforcement Act of 1992, 21 U.S.C. § 335a(a) and (b) or suspended by the OHRP as a clinical research site under 45 C.F.R. Part 46;

(b) A person or organization convicted of a felony under federal law for conduct relating to the development or approval, including, but not limited to, the process for development or approval, of any drug, product, medical device, New Drug Application, Pre-Market Application (PMA), 510(k) or IND or similar application or otherwise relating to the regulation of any drug product or medical device under the Food Drug and Cosmetics Act;

(d) An investigator who is not qualified by training and experience as an appropriate expert to conduct a clinical trial, as required under 21 C.F.R. Part 312.53

Each party represents and warrants that it is not a person or organization described in Subsections (a) or (b). If any party becomes aware that any organization or person involved in a Collaboration Project is debarred, threatened with debarment, disqualified, threatened with disqualification, or suspended, that party will notify the other party and the COG immediately.

6.3 Audits and Inspections . Each party, with reasonable notice and at its sole expense, at reasonable intervals may audit and inspect any facilities used by the other party to conduct a Collaboration Project and may review, audit and copy Study Records; provided , that any information or Study Records obtained will remain subject to the terms of this Agreement including, without limitation, Section 8 on confidentiality. Unless otherwise agreed, audits and inspections will be limited to normal business hours and must be conducted so as not to unreasonably disrupt the normal activities of the facility being inspected. The party being audited or inspected may impose reasonable restrictions as a condition to the audit or inspection including (a) limiting the number of persons allowed in a facility at one time, (b) training requirements for personnel entering the facility and (c) requiring execution of a confidentiality agreement consistent with this Agreement prior to any audit or inspection.

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7.	GOVERNMENTAL COMMUNICATIONS

7.1 Meetings with Governmental Authorities . With respect to any discussions with any governmental authority involving data from or the conduct of any Collaboration Project, [***] will take the initiative in arranging such discussion. Formal meetings with governmental authorities concerning the design or data from a Collaboration Project will be discussed and agreed upon in advance by [***]. With the prior written consent of [***] will have the right to participate in all formal meetings with governmental authorities relating to a Collaboration Project unless legally precluded from doing so.

7.2 Written Communications to Governmental Authorities . In addition to all documents otherwise required to be provided to the other party by this Agreement, the applicable Project Agreement and applicable law, [***] agrees to promptly provide the COG and [***] with a copy of all documents and other written or electronic communications related to any Collaboration Project which it has submitted to any governmental authority including protocol amendments, information amendments, safety reports, annual reports, investigator reports, reports of unanticipated problems involving risks to subjects or others, reports of serious or continuing noncompliance with applicable laws and regulations or the requirements of an institutional review board/ethics committee (“ IRB/EC ”) or reports of the suspension or termination of IRB/EC approval of human subjects research related to a Collaboration Project. Information provided will be deemed Confidential Information (as defined in Section 8.1) of the party providing it as long as it otherwise qualifies as Confidential Information.

7.3 Notice of Governmental Action . Each party will promptly notify the COG of any of the following of which it becomes aware: (a) any correspondence from any governmental authorities related to a Collaboration Project or an RA that is received by that party, or its agents or affiliates, or by Participating Sites funded by that party; (b) investigations or site visits by any governmental authorities related to a Collaboration Project or RA whether announced or unannounced; (c) enforcement actions by any governmental authorities related to a Collaboration Project or RA; or (d) any action taken by any governmental authority regarding manufacturing of a product used in a Collaboration Project or that is the subject of a RA that would impact the safety of subjects in a Collaboration Project. Each party will consult and cooperate with the other party and the COG in responding to any such event, including providing documents, information and access as properly requested. Information provided will be deemed Confidential Information (as defined in Section 8.1) of the party providing it provided it otherwise qualifies as Confidential Information.

8.	CONFIDENTIALITY

8.1 Confidential Information .

(a) “ Confidential Information ” means any information provided by one party to this Agreement (“ Disclosing Party ”) to another party to this Agreement (“ Receiving Party ”) which is designated as confidential, or any information acquired by observation or otherwise by the Receiving

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Party which the Receiving Party has reason to believe is treated as confidential by the Disclosing Party. Unless otherwise stated in this Agreement or agreed by the parties, Confidential Information will be deemed owned by the Disclosing Party. Subject to Section 8.2, Study Data, as defined in Section 9.1, is Confidential Information [***]. For avoidance of doubt, to the extent provided under Section 9.2(a), Juno shall have the right to access, use and reference all Study Data [***] and to authorize its Affiliates and Sublicensees to do the same in connection with the development and commercialization of [***].

(b) Confidential Information does not include and the restrictions on use and disclosure of Confidential Information in this Agreement do not apply to information which at the time of its receipt (i) is or later becomes available to the public through no fault of or breach of this Agreement by the Receiving Party; (ii) is independently known by the Receiving Party prior to its receipt from the Disclosing Party as shown by the written records of the Receiving Party; (iii) is obtained without an obligation of confidentiality from a third party who had the legal right to disclose the information to the Receiving Party; or (iv) is independently created or compiled by the Receiving Party without use of or reference to Confidential Information of the Disclosing Party as shown by the written records of the Receiving Party.

8.2 Restrictions on Use and Disclosure of Confidential Information . Each party agrees that it will not make use of, disseminate, disclose or in any way circulate any Confidential Information of the other party, which is supplied to or obtained by it in writing, orally or by observation except as expressly permitted by this Agreement or the Disclosing Party. Confidential Information may be disclosed by the Receiving Party to its own employees or professional staff or those of its affiliates that require access to such Confidential Information for purposes of performing under this Agreement including any Project Agreement, or for their internal use in relation to quality assurance, peer review or other purposes directly related to the administration or delivery of health care services but only if prior to making any such disclosure each such employee and professional is bound by agreement or by the policies of its employer to maintain the confidentiality of the Confidential Information and is aware of the obligation to maintain the Confidentiality of the Confidential Information in question. Notwithstanding the foregoing, Confidential Information (including Study Data) relating to potential hazards or cautionary warnings associated with the handling or use of any Study Product may be disclosed to patients to the extent deemed prudent by clinical investigators exercising reasonable judgment.

8.3 Standard of Care . Each party agrees to use reasonable care to prevent improper disclosure of the other party’s Confidential Information and to ensure that Confidential Information is treated in the manner required by this Agreement.

8.4 Disclosure Required by Law . If the Receiving Party is required by law to disclose Confidential Information owned or disclosed to it by the Disclosing Party including by discovery, subpoena or other legal or administrative process, the Receiving Party agrees to provide the Disclosing Party prompt notice of the required disclosure to permit the Disclosing Party, at its option and expense, to seek an appropriate protective order or waive the requirements of this Agreement. If no protective order or waiver is obtained, such disclosure may be made but only to the extent legally required. The Receiving Party will not oppose any action by the Disclosing Party to obtain an appropriate protective order or other assurance that Confidential Information which must be disclosed will be accorded confidential treatment.

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8.5 Confidentiality of Research Subject Information . Each party agrees to comply with all applicable laws and regulations relating to the use and disclosure of information from which the identities of research subjects enrolled research that is part of a Collaboration Project can be obtained including protected health information as defined in HIPPA and to use reasonable care to ensure that such information is not improperly disclosed.

8.6 Exchange of Confidential Information . Confidential Information exchanged by the parties under this Agreement or any Project Agreement shall not constitute invalidating prior art with respect to any U.S. patent or U.S. patent application of a party in respect of an invention made as a result of activities undertaken within the scope of this Agreement or any Project Agreement.

8.7 Survival of Obligations . Unless otherwise agreed by the parties, for any given Confidential Information the obligations under Section 8 will remain in effect for a period of [***] from the completion or termination date of the particular Collaboration Project to which the Confidential Information at issue relates or from which it was generated or as may otherwise be required under applicable laws and regulations.

9.	STUDY DATA AND SPECIMENS

9.1 Definition of Study Data . “ Study Data ” means all analyzed data, results and other data generated by any party or anyone under that party’s control in the course of performing a clinical trial or other research study in connection with a Collaboration Project and includes patient records and CRFs. Study Data excludes Production Data as defined in Section 5.4(c).

9.2 Use and Ownership of Study Data .

(a) The parties agree that all Study Data will be shared fully between the parties in a manner consistent with applicable laws, regulations and the requirements of oversight bodies such as institutional review boards or ethics committees. Unless otherwise agreed in writing, Study Data will be owned by [***].

(b) Each party agrees that until publication of the results of the Study as permitted under this Agreement each party will have the limited right to use Study Data, whether owned by it or another party, solely for internal research purposes and patient care purposes, and that it will not disclose Study Data to any other person or entity except: (a) as necessary, in a party’s reasonable medical judgment, for the medical care of any research subject, (b) as necessary for protection of that party’s interests against lawsuits, allegations of scientific misconduct, conflict of interest actions, patent infringement and interference proceedings, (c) as permitted by this Agreement or the applicable Project Agreement, (d) for purposes of publication or public presentation as permitted under Section 10, (e) as required by applicable laws and regulations including laws and regulations of the FDA relating to licensure of Study Products, and (f) with respect to Juno, to develop and advance the commercialization of [***], subject to confidentiality restrictions as provided herein and other applicable legal requirements with respect to such data. For clarity, Juno shall have the right to

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access, use and reference all Study Data [***] and to authorize its Affiliates and Sublicensees to do the same in connection with the development and commercialization of [***], subject to confidentiality restrictions as provided herein and other applicable legal requirements with respect to such data.

(c) Upon publication or presentation of the results of a Collaboration Project as permitted by this Agreement, Juno may use any Study Data on which the publication or presentation was based for any legitimate scientific or business purpose and may disclose it to any person or entity, subject to applicable laws and regulations governing disclosure of protected health information (as defined in HIPAA) and other information from which the identity of research subjects might be determined. Except under emergency circumstances where it is not practicable to do so and to the extent permitted by law, each party will notify the other party and the COG prior to releasing Study Data to any third party including government organizations.

(d) Prior to publication or public disclosure, Study Data may be disclosed and discussed internally among members of the scientific staff of a Receiving Party or its affiliates provided that all persons with access to the Study Data are apprised of the duty and obligation to maintain the confidentiality of such Study Data prior to its publication or other public disclosure in accordance with this Agreement. Notwithstanding the above, at any time, Juno may disclose any Study Data generated in connection with the Collaboration (including FHCRC Confidential Information) in connection with the exercise of its license rights under the License Agreement as provided in Section 9.2(b), subject to conditions of confidentiality no less strict than those herein, and may disclose any such information to its actual and prospective investors, lenders, sublicensees, business partners, acquirors, Affiliates, consultants and advisors in connection with its business activities. With respect to any improper disclosure of Confidential Information of FHCRC by a person or entity that received such information from Juno, Juno will be responsible for any such improper disclosure.

9.3 Ownership and Use of Other Patient Materials . All tissue samples and biological materials other than Study Product (“ Study Specimens ”), which are derived from any Collaboration Project, will be [***] unless otherwise agreed. Study Specimens may be used by the parties as expressly stated in the applicable Project Agreement or as otherwise agreed by the COG provided , Juno may also use any such materials (other than patient samples) to develop [***], including without limitation, Licensed Products. Study Specimens will be used only in a manner that complies with all applicable laws and regulations.

10.

PUBLICATION

10.1 Joint Publication . The parties agree to work cooperatively to publish the results of each Collaboration Project in a joint paper in an appropriate peer reviewed journal. The initial publication and any public disclosures (e.g., presentations, abstracts, etc.) of the results of the Collaboration Project will require the approval of both parties. The COG will approve senior and first authorship on the initial publication of the results from each Collaboration Project. The parties agree to give appropriate recognition for all scientific or other contributions in any publication or presentation relating to a Collaboration Project.

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10.2 Separate Publication . Notwithstanding Section 10.1, if the parties are unable to publish a joint paper within [***] from completion of a Collaboration Project, either party may publish or present the results of that Collaboration Project without the consent of the other party subject to the following conditions: a party that wishes to publish or present separately will submit the abstract or manuscript of any proposed manuscript publication or any other public disclosure to the other party at least [***] before public disclosure, and the other party shall have the right to review and comment upon the proposed public disclosure in order to protect its Confidential Information and the patentability of any inventions disclosed therein. Upon the request of the party receiving such proposed publication, the public disclosure shall be delayed up to [***] additional [***] to enable the other party to secure adequate intellectual property protection of any patentable subject matter contained therein that would otherwise be affected by the publication and to ensure that no Confidential Information of the non-publishing party is disclosed by such publication. Any such separate publication or presentation shall give appropriate credit to the other party including crediting the contributions and interpretations of the other party.

10.3 Notice and Review . Each party agrees to furnish the other with copies of any proposed oral, written, graphic, or electronic public disclosures prior to submission for publication or presentation. Each party may review these disclosures for a period not to exceed [***] to ensure that its Confidential Information is not improperly disclosed and may require the removal of its Confidential Information (excluding Study Data). In order to fully protect the intellectual property rights of both parties, any contemplated publication or other public disclosure containing the details of any intellectual property, whether or not patentable, copyrightable or other protectable, may be withheld for an additional period of [***] or until a patent application or other form of intellectual property protection is filed thereon, whichever is first in time.

11.

PUBLICITY AND USE OF NAME

11.1 Use of Names . Neither party will use the name of the other party or the name of the other party’s divisions, affiliates, employees, products, services, trademarks or service marks for promotional purposes in printed materials without the prior written consent of the other party. This section will not be interpreted to prevent: (a) disclosure of basic demographic information about the Collaboration or a Collaboration Project (e.g. the name, affiliation and contact information of the participating investigator) which either party needs to disclose in the course of its routine business, including the submission of grant and contract proposals to extramural sponsors, (b) disclosure of information which must be disclosed as part of regulatory submissions or as otherwise required by applicable laws and regulations or (c) the use, reference to or dissemination of reprints of scientific, medical, and other published articles relating to a Collaboration Project in a manner consistent with applicable copyright law.

11.2 Press Releases . Until publication of the Study Data and results of a Collaboration Project as permitted in Section 10, neither party will (a) issue a press release, advertisement or printed material that references the Collaboration or a Collaboration Project or its results or (b) make any verbal claim or statement through radio, television, or interview regarding the effectiveness of the science or the outcome of a Collaboration Project, without the written consent of the other party. This does not include providing comments on the underlying science of a Collaboration Project. After initial publication of the Study Data and results of a Collaboration Project as permitted in this

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Agreement, each party will provide a copy of any proposed press release to the other party and the COG for review at least [***] in advance of proposed publication. Following the review of the proposed press release for the maximum period of time specified above, the submitting party will be free to publish the press release unless it receives a written objection from the other party specifying the basis for the objections. Disputes concerning press releases will be resolved in accordance with Section 2.4.

12.

INTELLECTUAL PROPERTY

12.1 Definition of Project Intellectual Property . “ Project Intellectual Property ” means any and all inventions, improvements, methods or discoveries and all works of authorship or software but (excluding articles, dissertations, theses, books and other scholarly works) which are conceived, reduced to practice, developed or created in connection with or in performance of a Collaboration Project by employees or agents of one or both of the parties.

12.2 Determination of Ownership . Ownership of all inventions constituting Project Intellectual Property will follow inventorship as determined under applicable law, subject to any assignment of rights by an inventor to his or her employer or pursuant to written contract. Ownership of all works of authorship and software constituting Project Intellectual Property will follow authorship as determined under applicable law subject to the “work for hire” doctrine and any assignment of rights by an author to his or her employer or pursuant to written contract. Ownership of all other intellectual property (e.g., know-how) will be determined under applicable law, subject to any assignment of rights to his or her employer or pursuant to written contract. Each party, represents, warrants and agrees that unless otherwise agreed in writing by the other party, it will not allow any employee, member of its faculty or scientific staff, student or other person to work on a Collaboration Project on its behalf unless such person has agreed to assign any Project Intellectual Property conceived, first reduced to practice, authored or otherwise created in connection with or performance of the Collaboration Project to that party so that it may carry out its obligations under this Agreement and the applicable Project Agreement.

12.3 Filing of Patent and other Applications for Intellectual Property Protection .

(a) Each party will notify the other party and the COG of any Project Intellectual Property of which it becomes aware.

(b) With respect to any Project Intellectual Property solely owned by FHCRC and to FHCRC’s interest in any jointly owned Project Intellectual Property, Juno will have [***] from the date it is notified by FHCRC or otherwise becomes aware of any such Project Intellectual Property to request that a patent application or application for other intellectual property protection be prepared and filed, provided, however, that FHCRC may notify Juno in writing of its intent to publish Collaboration Project results including such Project Intellectual Property, and provide an abstract of such proposed publication, in which case, Juno will have [***] from the date it receives such notice, extendable by an additional [***] upon written notice to FHCRC by Juno during such [***] period, to make such request. If Juno does make such request within such time period, FHCRC may publish such results and may prepare, file, and prosecute each such domestic and foreign application in FHCRC’s name or, if FHCRC elects not to proceed with the application, Juno

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may elect to do so in FHCRC’s name. Juno will pay for [***] incurred in connection with the preparation, filing, prosecution, and maintenance of any such applications and any resulting patent or other intellectual property protection, provided, however, that if Juno notifies FHCTC that it has no interest in such an application, Juno will not pay such costs, and will have no Option to license FHCRC’s interest in such patent application. FHCRC and Juno will cooperate to ensure that each application filed at Juno’s request will cover all items of commercial interest and importance. The party responsible for the application will be entitled to use reputable intellectual property counsel of its choice, reasonably acceptable to the other party. The party conducting such activities shall keep the other party fully informed as to the status of such patent matters. While the party responsible for preparation and filing of the application will have sole discretion with respect to decisions regarding the scope and content of that application and the prosecution thereof, the other party will be given a reasonable opportunity to review and provide comments concerning the application, will be kept advised of material developments with respect to the application, and will be supplied with copies of all documents received and filed in connection with the prosecution of such application in sufficient time to comment. Comments by the other party will be given good faith consideration by the party responsible for the application.

(c) With respect to any jointly owned Project Intellectual Property, the parties will cooperate to decide which party shall file, prosecute and maintain patent applications covering such inventions, and the countries in which such filings shall be made. The party conducting such activities shall keep the other party fully informed as to the status of such patent matters. While the party responsible for preparation and filing of the application will have sole discretion with respect to decisions regarding the scope and content of that application and the prosecution thereof, the other party will be given a reasonable opportunity to review and provide comments concerning the application, will be kept advised of material developments with respect to the application, and will be supplied with copies of all documents received and filed in connection with the prosecution of such application in sufficient time to comment. Comments by the other party will be given good faith consideration by the party responsible for the application. The parties will [***] all expenses and fees associated with the filing, prosecution, issuance and maintenance of any jointly owned patent application and resulting patents within the Project Intellectual Property.

(d) Disputes concerning ownership of any patent or other intellectual property application, and filing and prosecution decisions, will be referred to the COG for resolution, subject to final resolution pursuant to Section 2.4.

12.4 Option for License and License Terms .

(a) FHCRC hereby grants Juno an option, exercisable during the term of this Agreement except as provided in Section 12.3(b), for an exclusive , royalty-bearing license to all or part of FHCRC’s right, title and interest in, to and under any patent applications and patents within the Project Intellectual Property, and a non-exclusive, royalty bearing license to all or part of FHCRC’s right, title and interest in, to and under any intellectual property not covered by the claims of patent applications or patents within the Project Intellectual Property and made or created in connection with or in performance of a Collaboration Project (“ Option ”) reserving to FHCRC, in each case, a paid-up, non-exclusive, irrevocable license to use and, with the prior written consent of Juno, in its sole discretion, to sublicense to other not-for-profit research organizations to use, any

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patent applications and patents within such Project Intellectual Property for internal non-commercial research purposes. Unless it is terminated sooner under this Agreement (including as provided in Section 12.3(b) above), the Option will terminate automatically unless it is exercised (including the execution of a mutually acceptable licensing agreement) [***].

(b) Juno may exercise the Option by giving FHCRC written notice of exercise of the Option describing the Project Intellectual Property that it wishes to license. In such case, the parties shall negotiate in good faith with respect to a license agreement for such intellectual property, with the terms of such license being commercially reasonable and competitive as of the date such license is entered into. In the event the parties are unable to agree on such terms within [***], FHCRC and Juno shall appoint a neutral, independent expert with extensive expertise in the licensing of pharmaceutical technology and products to act as an expert (not as an arbitrator) (the “ Expert ”), at the expense of each of each of FHCRC and Juno in equal proportions, to make its independent determination of the commercially reasonable economic terms for such a license to the applicable intellectual property (the “ Expert’s Determination ”). In any such determination the Expert shall take into account, inter alia , (i) any joint ownership interest that Juno may have in such intellectual property, and (ii) the ability (or inability, as the case may be) for such intellectual property to be practiced without a license to the intellectual property licensed to Juno under the License Agreement. If FHCRC and Juno are unable to agree on an expert within [***], each of the FHCRC and Juno will each designate a neutral, independent individual with the qualifications above, and those individuals will select a third neutral independent individual with the qualifications above to act as the Expert. Each of the parties shall provide the Expert with a written proposal detailing their respective proposed terms, and make available to such Expert on a confidential basis such books, accounts, records and forecasts as the Expert may reasonably request, including terms of other licenses entered into by each of the parties (including, without limitation, the License Agreement), that may be useful in determining the commercially reasonable terms of licensing. The Expert shall select the proposal of one of the parties as his or her Expert’s Determination, without varying any of the terms thereof. The Expert’s Determination shall be final and binding on the parties, and shall constitute the key terms of the license.

12.5 Termination of Certain Rights of Juno . If Juno does not request that FHCRC file a patent application for any Project Intellectual Property within the [***] period provided for in Section 12.4, or as otherwise provided in Section 12.3(b), or does not provide financial support with respect to the preparation, filing, prosecution or maintenance of any patent or patent application as required by this Agreement, the Option will expire with respect to that patent application or patent and FHCRC, at its sole expense, may prepare and file or continue prosecution or maintenance of that patent or patent application.

12.6 Pre-existing Rights . No party claims by virtue of this Agreement any right, title, or interest in or to any issued patents or pending patent applications owned or controlled by any other party as of the date of this Agreement. Nothing in this Agreement will be construed as granting any license or obligation to license any intellectual property to the other party other than as expressly set forth herein, including (a) the Option granted under Section 12.4, (b) the limited right to use Study Product and to manufacture and use HCT Study Product in accordance with the terms of this Agreement and the applicable Project Agreement, and (c) the cross-licenses granted under Section 12.7.

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12.7 Research Licenses .

(a) Each party hereby grants the other party a non-exclusive, non-transferable, royalty-free, non-sublicensable (except with the prior written consent of the other party, including as set forth in a Project Agreement) license to its rights in all Project Intellectual Property, solely to the extent necessary to allow such other party to perform its obligations under the Project Agreement(s).

(b) Juno hereby grants to FHCRC a non-exclusive, non-transferable, royalty-free, non-sublicensable (except with the further prior written consent of Juno, including as set forth in a Project Agreement) license to intellectual property owned or controlled by Juno solely to the extent necessary to allow FHCRC to perform its obligations under the Project Agreement(s).

12.8 CREATE . The parties intend for the Collaboration to qualify for the benefits of the Cooperative Research and Technology Enhancement Act (35 U.S.C. § 103) (the “ CREATE Act ”). Accordingly, each party agrees to use reasonable efforts to do, and cause its employees to do, all lawful acts that may be or become necessary to evidence, maintain, record and perfect rights of the parties provided by the CREATE Act.

12.9 Common Interest Disclosures . With regard to any information or opinions disclosed pursuant to this Agreement by one party to each other regarding intellectual property and/or technology owned by third parties, Juno and FHCRC agree that they have a common legal interest in determining whether, and to what extent, third party intellectual property rights may affect the conduct of the Collaboration, and have a further common legal interest in defending against any actual or prospective third party claims based on allegations of misuse or infringement of intellectual property rights relating to the conduct of the Collaboration. Accordingly, Juno and FHCRC agree that all such information and materials obtained by Juno and FHCRC from each other will be used solely for purposes of the Parties’ common legal interests with respect to the conduct of the Agreement. All information and materials will be treated as protected by the attorney-client privilege, the work product privilege, and any other privilege or immunity that may otherwise be applicable, except with respect to disputes arising between the parties. By sharing any such information and materials, neither party intends to waive or limit any privilege or immunity that may apply to the shared information and materials. Neither party shall have the authority to waive any privilege or immunity on behalf of the other party without such other party’s prior written consent, nor shall the waiver of privilege or immunity resulting from the conduct of one party be deemed to apply against any other party.

13.

INDEMNITY, INSURANCE AND RESEARCH RELATED INJURY

13.1 Indemnification by Juno . Juno will indemnify, defend, and hold harmless FHCRC, and its trustees, officers, professional staff, employees, agents, successors, heirs and assigns (“ FHCRC Indemnitees ”) from and against:

(a) All third party claims, debts, liabilities and obligations which arise from or are alleged to arise from i) [***]; or ii) [***];

(b) Any damage or deficiency resulting directly or indirectly from [***]; and

(c) All third party other actions, suits, proceedings, demands, assessments, adjustments, costs and expenses incident to the foregoing, including actual attorneys’ fees and other out-of-pocket expenses.

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This indemnification will not apply to the extent that the claims, debts, liabilities, obligations, damages, deficiencies or expenses (collectively “ Claims ”) for which indemnification is sought under this Agreement are caused by the [***] of the FHCRC Indemnitees or are [***].

13.2 Indemnification by FHCRC . FHCRC will indemnify, defend, and hold harmless Juno and its directors, officers, professional staff, employees, agents, successors, heirs and assigns (“ Juno Indemnitees ”) from and against:

(a) All third party claims, debts, liabilities and obligations which arise from or are alleged to arise from the [***];

(b) Any damage or deficiency resulting directly or indirectly from [***]; and

This indemnification will not apply to the extent that the Claims for which indemnification is sought under this Agreement are caused by the [***].

13.3 Indemnification Procedures . The Indemnitees will give the party from whom indemnification is sought under this Agreement (in this capacity “ Indemnitor ”) reasonable notice of any Claims asserted against such Indemnitees. Failure to give such notice will not abrogate or diminish Indemnitor’s indemnity obligation if Indemnitor [***] or if such failure does not prejudice Indemnitor’s ability to defend the Claim. In any litigation, administrative proceeding, negotiation or arbitration pertaining to any Claim for which indemnification is sought under this Agreement, Indemnitor will select competent legal counsel acceptable to the Indemnitees in their reasonable discretion to represent the Indemnitees. Indemnitor will control such litigation, proceedings, negotiations and arbitration. The Indemnitees will at all times have the right to fully participate in the defense at their own expense. If Indemnitor, within a reasonable time after notice, fails to defend, the Indemnitees will have the right, but not the obligation, to undertake the defense of and to compromise or settle the Claim or other matter on behalf, for the account, and at the risk of Indemnitor. If the Claim is one that cannot by its nature be defended solely by Indemnitor, then the Indemnitees will make available all information and assistance Indemnitor may reasonably request at Indemnitor’s expense.

13.4 Insurance . Each party represents, warrants and agrees that it will maintain during the term of this Agreement and for a period of [***] thereafter, a liability insurance policy at levels and with coverage (including product liability and professional liability coverage) sufficient to support the indemnification obligations and other obligations assumed under this Agreement and all Project Agreements but in no event less than [***]. Each party will provide the other party with written evidence of the insurance upon request and will give notice to the other party at least [***] prior to

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cancellation, nonrenewal or material change in the insurance coverage. If a party does not obtain replacement insurance providing comparable coverage within [***], the other party will have the right to terminate its participation under this Agreement immediately.

13.5 Participant Injury Attributable to the Clinical Trial . [***] agrees to pay, the [***] participating in clinical trials related to a Collaboration Project for illness or injury attributable to a Study Product except to the extent [***]. For purposes of this determination, “attributable” means that the receipt of the Study Product and the research subject’s illness or injury are reasonably related in time, and the illness or injury is more likely explained by the receipt of the Study Vaccine than another cause. The payment or offer of payment of any amount by [***] is not an admission of fault or liability by any one or more of (a) the parties, (b) any Participating Site or (c) the affiliates, contractors, insurers employees or agents of any of the foregoing, and any such payment or offer of payment will not be considered a waiver of any defense or other legal right by any of the foregoing in any legal, administrative or similar proceeding.

14.

TERM AND TERMINATION

14.1 Term . The initial term of this Agreement will begin on the Effective Date and continue for six (6) years unless sooner terminated as permitted in this Agreement. The term of this Agreement may be extended or renewed only by mutual written agreement signed by a duly authorized representative of each party.

14.2 Voluntary Termination of Project Agreements . Subject to the approval of the COG, either party may terminate its participation under one or more specific Project Agreements by giving the other party at least [***] prior written notice. In any such case, the terminating party shall use reasonable efforts to mitigate further expenditures on such Collaboration Project but shall take steps to ensure that any research and development activities underway shall be terminated in a manner that is not prejudicial to the further advancement of such Collaboration Project. Any Sponsor Payments unexpended on such Collaboration Project shall be available for other Collaboration Projects approved by COG.

14.3 Termination for Cause .

(a) Subject to subsection 14.3(b), if a party materially breaches the terms of this Agreement or a Project Agreement, then the other party may terminate the agreement to which the breach relates at its option and without prejudice to any of its other legal and equitable rights and remedies, by giving the party who committed the breach thirty (30) days’ notice in writing, specifying the breach. The agreement with respect to which notice is given will be deemed terminated upon expiration of the thirty (30) day period unless the breach is cured prior to such expiration; provided , that if the breach is such that more than thirty (30) days is reasonably required for its cure, then the party who committed the breach will not be deemed to be in breach if it commences the cure within the thirty (30) day period and diligently pursues the cure to completion.

(b) Notwithstanding subsection (a), if the agreement that is being terminated for breach is this Agreement, the party that wishes to terminate this Agreement must [***] before giving the thirty (30) day written notice of breach described in subsection (a). If the matter cannot be resolved after [***], the party wishing to terminate may continue to pursue termination under this Section 14.3.

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14.4 Termination on Insolvency and Related Events . This Agreement will terminate on written notice from either party if the other party becomes insolvent, makes any assignment for the benefit of creditors, if a petition in bankruptcy if filed by or against the other party, or if a receiver or trustee of the other party’s property is appointed.

14.5 Effect of Termination . (a) Unless otherwise agreed by the parties, all Collaboration Projects and related Project Agreements will terminate effective upon termination of this Agreement. Termination of this Agreement or a Project Agreement by any party for any reason will not affect any rights and obligations of the parties which accrue prior to the effective date of termination. Upon termination of this Agreement or a Project Agreement, a party entitled to reimbursement under the Agreement being terminated will be reimbursed for all costs and non-cancelable commitments reasonably incurred by it in the performance of the Collaboration or any terminated Collaboration Project.

(b) If a Project Agreement is terminated prior to completion of the Collaboration Project to which it relates for any reason the parties will cease enrolling research subjects in any clinical trial that is part of that Collaboration Project, stop using the Study Product for that Collaboration Project and stop conducting any procedures on research subjects enrolled in a clinical trial that is part of that Collaboration Project as soon as practicable, with due regard for the safety and welfare of research subjects.

(c) Termination of this Agreement for any reason other than a material breach by FHCRC will not abrogate, diminish or otherwise affect FHCRC’s rights under the Related Agreements except as provided thereunder. Upon a termination of this Agreement by FHCRC for breach by Juno, the parties acknowledge and agree that Sponsor Payments not yet funded by Juno may be included among damages for breach for which FHCRC may recover. For the avoidance of doubt, termination of this Agreement shall have no effect on the License Agreement.

(d) Unless the parties expressly agree otherwise, the rights and obligations under this Agreement or any Project Agreement that would, by their nature, survive expiration or termination or that have accrued prior to expiration or termination, including the representations, warranties and indemnifications in this Agreement or in any Project Agreement, will survive expiration or termination of this Agreement. For the avoidance of doubt, the provisions of Sections 1.3, 3.7, 3.8, 3.9, 3.11, 3.13, 5.2, 5.4(c) - (h), 6.1, 6.2, Articles 8, 9, 10 and 11, Sections 12.1 through 12.3, and 12.6 through 12.9 and Articles 13, 14 and 15 shall survive the termination of this Agreement for any reason.

(e) Any Sponsor Payments paid to FHCRC pursuant to Project Agreements that have been not been expended on, or irrevocably committed to be paid to third parties under, Collaboration Projects as of the termination of the Agreement shall be repaid to Juno by FHCRC within [***] of any such termination, unless otherwise agreed by the parties.

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15.

OTHER PROVISIONS

15.1 Notices . Unless otherwise provided in this Agreement or the applicable Project Agreement, all communications, including payments, notices, demands or requests required or permitted to be given hereunder or under any Project Agreement, will be given in writing and will be: (a) personally delivered; (b) sent by telecopier or other electronic means of transmitting written documents; or (c) sent to the parties at their respective addresses indicated herein by registered or certified U.S. mail, return receipt requested and postage prepaid, or by private overnight mail courier service. The respective addresses to be used for all such payments, notices, demands or requests are as follows:

If to Juno:

FC Therapeutics, Inc.

8725 W. Higgins Road, Suite 290

Chicago, Il 60631

Attention: <[ ]>

Fax No.: < >

Email:

If to FHCRC:

Fred Hutchinson Cancer Research Center

Industry Relations &Technology Transfer

1100 Fairview Avenue North, J5-110

P.O. Box 19024

Seattle, WA 98109-1024

Attention: Vice President Industry Relations & Clinical Research Support

Fax No.: (206) 667-1515

Email: umueller@fhcrc.org

If personally delivered, such communication will be deemed delivered upon actual receipt. If electronically transmitted pursuant to this paragraph, such communication will be deemed delivered when transmitted. If sent by overnight courier pursuant to this paragraph, such communication will be deemed delivered within twenty-four hours of deposit with such courier. If sent by U.S. mail pursuant to this paragraph, such communications will be deemed delivered as of the date of delivery indicated on the receipt issued by the relevant postal service, or, if the addressee fails or refuses to accept delivery, as of the date of such failure or refusal. Any party to this Agreement may change their address for the purpose of this Agreement by giving notice in accordance with this Section.

15.2 Waiver . The failure of any party to enforce any right, remedy or condition of this Agreement, will not be deemed a waiver of it, nor will such failure affect said party’s right to subsequently enforce it. No exercise of a specific right or remedy by any party precludes it from or prejudices it in exercising another right or pursuing another remedy or maintaining an action to which it may otherwise be entitled either at law or in equity.

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15.3 Entire Agreement . This Agreement together with its exhibits constitutes the entire agreement among the parties with respect to the subject matter covered by this Agreement and supersedes all prior agreements and understandings, oral and written, among the parties with respect to that subject matter.

15.4 Assignability; Benefit . Except as otherwise expressly permitted by this Agreement, neither this Agreement nor any of the parties’ rights or obligations will be assignable or delegable by that party without the prior written consent of the other party; provided, however, (a) either party may assign this Agreement without such consent to an Affiliate, or (b) Juno may assign this Agreement in connection with the transfer of all or substantially all of Juno’s assets, whether via a merger, sale, reorganization or other transaction, provided, in each case, that such party is in good standing under this Agreement at such time, and that the entity to which the Agreement is assigned agrees in writing to fulfill all of such party’s obligations under this Agreement and any ongoing Project Agreements. Except as expressly provided above, any attempted assignment or transfer without the consent of the other party will be void. This Agreement will inure to the benefit of and be binding upon the parties and their respective successors and permitted assigns.

15.5 Severability . If any provision of this Agreement is held to be invalid, illegal or unenforceable by a court or regulatory body of competent jurisdiction, such provision will be enforced to the maximum extent permitted by law and in compliance with the parties’ intent, and the remaining provisions will not be affected or impaired.

15.6 Force Majeure . Nonperformance or delayed performance of any terms or conditions of this Agreement by either party will not be deemed a breach of this Agreement or create any liability if it arises from any cause or causes beyond the control of that party, including (a) Acts of God, (b) acts, omissions or delays in acting by any governmental authorities, (c) rules, regulations or orders issued by any governmental authority or by any office, department, agency or instrumentality thereof, (d) fires, (e) storms, (f) floods, (g) earthquakes, (h) accidents, (i) wars, (j) rebellions, (k) insurrections, (l) riots, (m) tsunamis, or (n) strikes and lockouts; provided , that the nonperforming or delayed party provides to the other party prompt written notice of the existence of and the reason for such nonperformance or delay and that the nonperformance or delay is cured as soon as practicable.

15.7 Non-Solicitation . The parties recognize that they may possess or have access to confidential information regarding employees of the other party relating to their education, experience, skills, abilities, compensation and benefits, and inter-personal relationships with collaborators, customers and suppliers. The parties recognize that the information they possess and may possess about these employees is not generally known, is of substantial value to the other party in furthering its mission and business, and has been and will be acquired by you because of your relationship with the other party. Juno agrees that during the term it will not directly solicit or recruit any individual faculty member of FHCRC or employee of the FHCRC Cell Processing Facility to leave such employment for the purpose of being employed by, or rendering services to, Juno or any person or entity affiliated with Juno. Notwithstanding the above, Juno may (i) make general solicitations of its staffing needs and (ii) interact with any individual that approaches Juno for employment, including without limitation, any FHCRC faculty member of employee of the FHCRC Cell Processing Facility.

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15.8 Counterparts; Fax Copies . This Agreement may be executed in two or more counterparts, each of which will be deemed an original and all of which together will constitute the same agreement, whether or not all parties execute each counterpart. This Agreement will be effective upon full execution by facsimile or original, and a facsimile signature will be as effective as an original signature.

15.9 Attorneys’ Fees and Costs of Litigation . The parties agree that the prevailing party in any action brought with respect to or to enforce any right or remedy under this Agreement will be entitled to recover from the other party [***] incurred by the prevailing party in connection with such action including attorneys’ fees.

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IN WITNESS WHEREOF, the parties hereto have caused their duly authorized representatives to execute this Agreement as of the Effective Date.


FRED HUTCHINSON CANCER		FC THERAPEUTICS, INC,
RESEARCH CENTER,
A NONPROFIT CORPORATION

By	/s/ Ulrich Mueller	By	/s/ Hans Bishop
Name:	Ulrich Mueller	Name:
Title:	Vice President Industry Relations and Clinical Research Support	Title:

Date:		Date:

EXHIBIT 1

FHCRC ORGANIZATIONAL EXPENSES TO BE REIMBURSED BY JUNO

[***]

[***] Twelve pages of this document have been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

EXHIBIT 2

FORM OF PROJECT AGREEMENT

See attached.

Form Project Agreement

Collaboration Project No.

This Project Agreement is entered into as of this day of , 20 by and between Fred Hutchinson Cancer Research Center (“FHCRC”) and Juno Therapeutics, Inc. (“Juno”).

The parties agree as follows:

1. Background and Construction . The parties have entered into a Collaboration Agreement dated as of October , 2013 (“Collaboration Agreement”). This Project Agreement is entered into under and is subject to the terms of the Collaboration Agreement, which terms are hereby incorporated by reference except as expressly modified by Section 4 of this Project Agreement. Unless otherwise defined in this Project Agreement, capitalized terms will have the meanings assigned to them in the Collaboration Agreement.

2. Project Description and Lead Scientific Personnel.

(a)

Name of Project or Protocol (“Protocol”):

A detailed Project description or protocol is attached as Exhibit 1.

(b)

FHCRC Principal Investigator or Scientific Lead:

(c)

Juno Principal Investigator or Scientific Lead:

3. Project Funding . The funding for the Project will be provided by Juno [or describe other funding arrangements.] A detailed budget for the Project is attached as Exhibit 2. Payments to FHCRC will be made in accordance with the payment schedule described on Exhibit 2.

4. Third-Party Intellectual Property . Juno hereby grants to FHCRC a non-exclusive, non-transferable, non-sublicensable, royalty-free license to the following intellectual property, solely to the extent necessary for FHCRC to perform its obligations under the Project Agreement:

5. Special Project Terms . The special terms described on Exhibit 3 apply to this Project notwithstanding the terms of the Collaboration Agreement:


FRED HUTCHINSON CANCER RESEARCH CENTER						[JUNO] THERAPEUTICS, INC.

By						By

Its						Its

Exhibit 10.4(B)

Amendment No. 1

Collaboration Agreement

This Amendment No. 1 is entered into as of November 19, 2014 (“Effective Date”), by and between Fred Hutchinson Cancer Research Center (FHCRC”), a Washington nonprofit corporation, and Juno Therapeutics, Inc., a Delaware corporation.

The parties agree as follows:

1. Background and Purpose . The parties previously entered into a Collaboration Agreement effective as of October 16, 2013 (the “Agreement”). They now wish to amend the Agreement as provided in this Amendment.

2. Amendments . As of the Effective Date, the Agreement is amended as follows:

2.1 Amendment to Section 3.11 . Section 3.11 is deleted and replaced in its entirety with the following section:

3.11 Responsibility for Regulatory Submissions . (a) [***] will be responsible for all investigational new drug applications and other filings required by the FDA and any other in-country regulatory submissions and approvals (including an investigational new drug application (“IND”) under 21 Code of Federal Regulation, Part 312) (each an “ RA ”) required to conduct a Collaboration Project. Prior to commencement of any clinical trial that is part of a Collaboration Project, [***] will prepare and submit to the appropriate governmental authorities any RAs required under the laws of each jurisdiction where the clinical trial will be conducted. [***] will be the sponsor of any such RA and will be responsible for satisfying all sponsor obligations and other requirements of applicable governmental authorities except for sponsor obligations that are specifically transferred to [***] under the terms of this Agreement or the applicable Project Agreement. [***] agrees to cooperate with [***] and to provide [***] any other documents and information required by applicable laws and regulations or that [***] reasonably requests in connection with the preparation, filing and maintenance of any RA as more fully described in Section 7.

(b) Notwithstanding Subsection (a), for [***] clinical trials initiated by [***] will be the sponsor of any required RA and will carry out the responsibilities assigned to [***] under Subsection (a) unless otherwise provided in the applicable Project Agreement.

(c) The COG may appoint a Regulatory Affairs Committee to carry out its responsibilities with respect to RAs including its responsibilities under this Section 3.11 and Section 7.

2.2 Amendment to Sections 7.1, 7.2 and 7.3 . Sections 7.1, 7.2 and 7.3 are deleted and replaced in their entirety with the following sections:

7.1 Meetings with Governmental Authorities . “RA Sponsor” means the party that is the sponsor of an IND or other RA under applicable law. With respect to any discussions with any governmental authority involving data from or the conduct of any Collaboration Project, the RA Sponsor in consultation with the COG will take the initiative in arranging such discussion. Formal meetings with governmental authorities concerning material matters relating to the design or conduct of or data from a Collaboration Project will be discussed and agreed upon in advance by the RA Sponsor, the party that is not the RA Sponsor and the COG. With the prior written consent of the COG, the party that is not the RA Sponsor will have the right to participate in any such formal meetings with governmental authorities relating to a Collaboration Project unless legally precluded from doing so.

7.2 Written Communications to Governmental Authorities . In addition to all documents otherwise required to be provided to the other party by this Agreement, the applicable Project Agreement and applicable law, the RA Sponsor agrees to promptly provide the COG and the other party with a copy of all material documents and other written or electronic communications related to any RA or Collaboration Project which it has submitted to any governmental authority including protocol amendments, information amendments, safety reports, adverse event reports, annual reports, investigator reports, reports of unanticipated problems involving risks to subjects or others, reports of serious or continuing noncompliance with applicable laws and regulations or the requirements of an institutional review board/ethics committee (“ IRB/EC ”) or reports of the suspension or termination of IRB/EC approval of human subjects research related to a Collaboration Project. To the extent reasonably possible, the RA Party agrees to seek and give due consideration to comments from the other party with respect to any material communication to any governmental authority that is related to any RA or Collaboration Project. Information provided under this Section 7.2 will be deemed Confidential Information (as defined in Section 8.1) of the party providing it as long as it otherwise qualifies as Confidential Information.

7.3 Notice of Governmental Action . Each party will promptly notify the COG and the other party of any of the following of which it becomes aware: (a) any correspondence from any governmental authorities related to a Collaboration Project or an RA that is received by that party, or its agents or affiliates, or by Participating Sites funded by that party; (b) investigations or site visits by any governmental authorities related to a Collaboration Project or RA whether announced or unannounced; (c) enforcement actions by any governmental

authorities related to a Collaboration Project or RA; or (d) any action taken by any governmental authority regarding manufacturing of a product used in a Collaboration Project or that is the subject of a RA that would impact the safety of subjects in a Collaboration Project. Each party will consult and cooperate with the other party and the COG in responding to any such event, including providing documents, information and access as properly requested. Information provided will be deemed Confidential Information (as defined in Section 8.1) of the party providing it provided it otherwise qualifies as Confidential Information.

3. Capitalized Terms . Capitalized terms used in this Amendment that are not otherwise defined shall have the meanings assigned to them in the Agreement.

4. Construction . Except as amended by this Amendment, all of the terms of the Agreement are hereby ratified and confirmed and remain in full force and effect. This Amendment may not be modified or amended except by written agreement of the parties. If there is any inconsistency between the terms of this Amendment and the terms of the Agreement, the terms of this Amendment will govern.

Agreed to as of the Effective Date.


Juno Therapeutics, Inc.		Fred Hutchinson Cancer Research Center

By	/s/ Hans Bishop	By	/s/ Mark Groudine

Its	President & CEO	Its	Acting President & Director

Exhibit 10.6

AMENDED AND RESTATED PATENT AND TECHNOLOGY LICENSE AGREEMENT

This AMENDED AND RESTATED AGREEMENT (“AGREEMENT”) is made on October 16, 2013, by and between FRED HUTCHINSON CANCER RESEARCH CENTER (“FHCRC”), a Washington state nonprofit organization, with principal offices located at 1100 Fairview Ave. N., Seattle, Washington 98109, and JUNO THERAPEUTICS, INC., a Delaware corporation, having a principal place of business located at 307 Westlake Avenue North, Suite 300, Seattle Washington 98109 (“LICENSEE”).

RECITALS

A.	WHEREAS, FHCRC manages and either owns or co-owns certain PATENT RIGHTS and TECHNOLOGY RIGHTS (terms used herein that are entirely capitalized are used as defined in Article II, or as defined elsewhere in this AGREEMENT); and

B.	WHEREAS, FHCRC is willing to license the PATENT RIGHTS and TECHNOLOGY RIGHTS to LICENSEE in accordance with the terms and conditions of this AGREEMENT, and LICENSEE desires to obtain such a license;

WHEREAS, FHCRC and LICENSEE have entered into additional license agreements (i.e., that certain Patent and Technology License Agreement entered as of November 1, 2009 (the “ 2009 LICENSE ”) and that certain Patent and Technology License Agreement entered as of January 2, 2012 (the “ 2012 LICENSE ”)) and have agreed, effective as of November 19, 2014, to amend and restate this AGREEMENT and the 2009 LICENSE and the 2012 LICENSE agreements, in order to ensure that if more than one of such license agreements are practiced with respect to LICENSED PRODUCTS that the aggregate financial obligations of LICENSEE to FHCRC with respect to LICENSED PRODUCTS are not onerous.

NOW, THEREFORE, in consideration of the mutual covenants and promises herein contained, the parties agree as follows:

I. EFFECTIVE DATE

1.1	This AGREEMENT is effective as of the date first written above (“EFFECTIVE DATE”).

II. DEFINITIONS

As used in this AGREEMENT, the following terms have the meanings indicated below:

2.1	AFFILIATE means any entity that is 50% or more owned by LICENSEE, any entity that owns 50% or more of LICENSEE, or any entity that is owned 50% or more by an entity that owns 50% or more of LICENSEE.

2.2	COLLABORATION AGREEMENT means that certain Collaboration Agreement to be entered into by the parties simultaneously with execution of this AGREEMENT.

2.3	COMBINATION PRODUCT has the meaning set forth in Section 2.13.

2.4	FAIR MARKET VALUE has the meaning set forth in Section 2.13.

2.5	FHCRC ENABLING IP means FHCRC ENABLING PATENTS and FHCRC ENABLING TECHNOLOGY.

2.6

FHCRC ENABLING PATENTS means patent applications and patents claiming any invention conceived or reduced to practice [***] that are owned, in whole or part by FHCRC and that (x) are not included in LICENSED PATENTS, and (y) relate to the composition of any LICENSED PRODUCT, or its manufacture, or the use thereof in the LICENSED FIELD, other than any such patent applications or patents [***].

2.7

FHCRC ENABLING TECHNOLOGY means any unpatented technical information, biological materials, know-how, processes, procedures, compositions, devices, methods, formulae, materials (biological or chemical), protocols, techniques, software, designs, drawings or data owned, in whole or part by FHCRC made or otherwise created [***] and that (x) are not included in TECHNOLOGY RIGHTS, and (y) relate to the composition of any LICENSED PRODUCT, or its manufacture, or the use thereof in the LICENSED FIELD, other than any such intellectual property [***].

2.8	INDICATION means a distinct cancer.

2.9	LICENSED FIELD means all therapeutic use for treating cancer in humans including, but not limited, to prophylactic and therapeutic treatment of cancer.

2.10

LICENSED PRODUCT means any means any product, process or use thereof (a) whose manufacture, use, sale, offer for sale or transfer is covered by any VALID CLAIM in the country in which the product, process or use thereof is made, used, sold, offered for sale or transferred, (b) which is made using a process or product that is covered by a VALID CLAIM in the country in which the product, process or use thereof is made, used, sold, offered for sale or transferred, or (c) [***].

2.11	LICENSED SUBJECT MATTER means the PATENT RIGHTS and TECHNOLOGY RIGHTS.

2.12	LICENSED TERRITORY means worldwide.

2.13

NET SALES means the gross revenues, and FAIR MARKET VALUE of non-cash consideration, received by LICENSEE or its SUBLICENSEES hereunder from the SALE of LICENSED PRODUCTS, less the following items directly attributable to the SALE of such LICENSED PRODUCTS that are specifically identified on the invoice for such SALE and born by the LICENSEE or its SUBLICENSEE as the seller: (a) sales discounts actually granted (including cash, trade and quantity discounts, rebates, chargebacks and retroactive price adjustments); (b) sales, VAT and/or use taxes actually paid; (c) import and/or export duties actually paid; (d) freight, transport, packing and transit insurance charges actually paid; and (e) other amounts actually refunded, allowed or credited due to returns, rejections or damaged goods (not exceeding the original billing or invoice amount), in each case, as recorded by LICENSEE in LICENSEE’s official books and records in accordance with generally accepted accounting practices and consistent with LICENSEE’s financial statements. No deductions may be made for [***]. Additionally, if LICENSEE or a SUBLICENSEE uses a LICENSED PRODUCT for their own internal purposes (other than for research or development or regulatory compliance) or in a situation that provides consideration to LICENSEE or a SUBLICENSEE in exchange for a LICENSED PRODUCT but does not involve a SALE for which a royalty is paid hereunder, then NET SALES shall also include an amount for each such use equal [***].

For all LICENSED PRODUCTS distributed by LICENSEE to promote, market, sell or lease products or processes other than LICENSED PRODUCTS, the LICENSED PRODUCTS will be [***].

In the event a LICENSED PRODUCT is sold in combination with other active agents, functional products or functional product enhancements that are not LICENSED PRODUCTS (“ COMBINATION PRODUCT ”), NET SALES, for purposes of royalty payments on the LICENSED PRODUCT, shall be calculated by [***]. In the event that no such separate sales are made of such other active agents, functional products, or functional product enhancements, NET SALES for purposes of royalty payments with respect to the COMBINATION PRODUCT, shall be calculated by [***].

2.14

PATENT RIGHTS means (a) the provisional patents, patents and/or patent applications, whether domestic or foreign, specified on Exhibit A attached hereto, (b) all divisionals, continuations, and such claims of continuations-in-part as are entitled to claim priority to the foregoing patents and/or patent applications, (c) any patents hereafter issuing on the foregoing applications, and (d) any renewals, reissues, re-examinations or extensions (e.g., supplementary protection certificates) of or for any such patents.

2.15	PHASE 1 CLINICAL TRIAL means a clinical development program in any country that would, if in the United States, constitute a Phase 1 clinical trial consistent with U.S. 21 C.F.R. §312.21(a).

2.16	PHASE 2 CLINICAL TRIAL means any human clinical trial conducted in any country that would, if in the United States, constitute a Phase 2 clinical trial consistent with U.S. 21 C.F.R. §312.21(b).

2.17

REMUNERATION means any remuneration whether in the form of money, equipment, property, equity, or any other cash or noncash consideration received by LICENSEE from a SUBLICENSEE in consideration for a grant of a license to the LICENSED SUBJECT MATTER, other than payments based on NET SALES that are included for purposes of calculating the running royalty due under Section 4.1(e) below. However, REMUNERATION does not include payments for: [***]. With respect to any amounts received by LICENSEE from a SUBLICENSEE for achievement of a milestone, which amounts are equal to or less than the total amount owed by LICENSEE to FHCRC for the same milestone, such milestone amounts will not constitute REMUNERATION until the date on which LICENSEE has received REMUNERATION aggregating, from and after the date of receipt by LICENSEE of such original milestone payment, an amount greater than the amount of such original milestone payment.

2.18

SALE or SOLD means the transfer or disposition of a LICENSED PRODUCT for value to a party other than LICENSEE or SUBLICENSEE. LICENSED PRODUCTS will be considered SOLD when delivered or invoiced, whichever comes first. SALES shall not include: (a) transfers or dispositions for bona fide charitable purposes, (b) when LICENSED PRODUCTS are distributed alone, prior to receiving regulatory approval for sale or use of such LICENSED PRODUCTS, for pre-clinical, clinical, regulatory or governmental regulatory purposes, (c) transfers or dispositions of samples of LICENSED PRODUCTS that are provided by LICENSEE or SUBLICENSEES in reasonable and industry-standard quantities in a bona fide effort to promote sales of LICENSED PRODUCTS, in each case for which no compensation or financial benefit is received by or accrued to LICENSEE or SUBLICENSEES, (d) sales to a SUBLICENSEE of

LICENSED PRODUCT that are used by such SUBLICENSEE to perform a service if FHCRC is paid a royalty hereunder on the SALE of such service, and (e) the SALE of LICENSED PRODUCT between or among LICENSEE and SUBLICENSEES for re-sale purposes, provided FHCRC is paid a royalty hereunder with respect to such re-sale.

2.19

SUBLICENSEE shall mean any third party to whom LICENSEE has granted a sublicense pursuant to this Agreement, but shall exclude any third party contractor (e.g., manufacturer, contract research organization) that performs activities, other than the SALE of LICENSED PRODUCTS, on behalf of LICENSEE.

2.20

TECHNOLOGY RIGHTS means FHCRC’s rights in any unpatented technical information, biological materials, know-how, processes, procedures, compositions, devices, methods, formulae, materials (biological or chemical), protocols, techniques, software, designs, drawings or data made or otherwise created [***], that are not claimed in the PATENT RIGHTS but are (a) necessary or useful for practicing any of the PATENT RIGHTS or (b) [***].

2.21

VALID CLAIM means a claim of (a) an issued and unexpired patent or pending patent application included in the PATENT RIGHTS that has not been held unenforceable, unpatentable or invalid by a final decision of a court or other governmental body of competent jurisdiction, unappealable or unappealed within the time allowed for appeal, and that has not been irretrievably abandoned or admitted to be invalid or unenforceable through reissue or disclaimer or otherwise, or (b) a pending claim of a pending patent application that has been pending for no longer than [***] and continues to be prosecuted in good faith.

III. LICENSE AND OPTION

3.1

FHCRC hereby grants to LICENSEE a royalty-bearing, exclusive (except as otherwise stated herein) license under FHCRC’s entire interest in the PATENT RIGHTS to manufacture, have manufactured, distribute, have distributed, use, research, improve, import and export, offer to SELL and SELL LICENSED PRODUCTS within the LICENSED TERRITORY for use within the LICENSED FIELD. FHCRC also grants to LICENSEE a non-exclusive license to the TECHNOLOGY RIGHTS for the same purposes and scope as is specified for the license of the PATENT RIGHTS. Subject to the terms hereof, LICENSEE may practice such licenses itself or through its SUBLICENSEES. These grants are subject to the Government of the United States of America as described in Sections 14.1 and 14.2 of this AGREEMENT, the timely payment by LICENSEE to FHCRC of all consideration due hereunder from LICENSEE as provided herein, and the following rights retained by FHCRC to:

(a) publish the general scientific findings from research related to LICENSED SUBJECT MATTER, subject to the terms of Section 11.3; and

(b) use PATENT RIGHTS for its and, with the consent of LICENSEE (which may be withheld in its sole discretion), other not-for-profit entities’, non-commercial research, teaching, non-commercial patient care, and other educationally-related purposes.

3.2	LICENSEE may grant sublicenses under LICENSED SUBJECT MATTER, through multiple tiers, within the TERRITORY for use within the LICENSED FIELD, consistent with the terms of this AGREEMENT.

(a) LICENSEE will collect payment of all payments due, directly or indirectly, to FHCRC from SUBLICENSEES and summarize and deliver all reports due, directly or indirectly, to FHCRC from SUBLICENSEES.

(b) LICENSEE shall be responsible for acts and omissions of its SUBLICENSEES that would cause a breach of this AGREEMENT if performed by LICENSEE.

(c) LICENSEE’s sublicenses will not exceed the scope and rights granted to LICENSEE hereunder and will be no less favorable to FHCRC than this AGREEMENT in terms of limiting FHCRC’s liability, protecting FHCRC’s intellectual property and proprietary rights and indemnities in favor of FHCRC. SUBLICENSEES must agree in writing to be bound by applicable terms and conditions of this AGREEMENT.

(d) If a SUBLICENSEE pursuant hereto becomes bankrupt, insolvent or is placed in the hands of a receiver or trustee, LICENSEE, to the extent allowed under applicable law and in a timely manner, agrees to use reasonable commercial efforts to collect all consideration owed to LICENSEE and to have the sublicense agreement assumed or rejected by a court of proper jurisdiction as soon as reasonably possible.

(e) LICENSEE agrees to utilize [***] of any REMUNERATION to fund activities related to the research and/or development of one or more LICENSED PRODUCTS. For purposes of this paragraph, funding for “research and/or development” of LICENSED PRODUCTS shall include, without limitation, expenditures by LICENSEE on its internal research and/or pre-clinical or clinical development activities, payments by LICENSEE to third parties (including without limitation, contract service providers, contract manufacturers, FHCRC and other academic institutions) for any such activities, and payments by LICENSEE to third party(ies) in connection with the licensing of

intellectual property for the conduct of any such activities. It is understood and agreed that such obligation shall only apply to the extent that LICENSEE receives at least such amount of REMUNERATION. If [***] after the EFFECTIVE DATE LICENSEE has received at least [***] of REMUNERATION and has not satisfied such requirement, LICENSEE shall pay to FHCRC the difference between [***] and the amount actually funded by LICENSEE for such research and/or development activities.

(f) LICENSEE must deliver to FHCRC a true, complete, and correct copy of each sublicense granted by LICENSEE, and any modification or termination thereof, within [***] after execution, modification, or termination; provided the LICENSEE may redact such agreement to exclude the financial terms thereof except to the extent such financial terms relate to payments that would be included in REMUNERATION and may provide to FHCRC only those provisions that directly relate to the LICENSEE’s obligations to FHCRC pursuant to this AGREEMENT.

3.3

Within [***] of the Effective Date, FHCRC shall use commercially reasonable efforts to deliver (and shall cause its personnel to deliver) to LICENSEE copies of all data, reports, analyses and other information within the TECHNOLOGY RIGHTS that exist and are reasonably available and transferable in a tangible form as of the Effective Date. If at any time during the Term, LICENSEE identifies particular documents, data or information that exist and are reasonably available and transferable in a tangible form as of the Effective Date and are within the TECHNOLOGY RIGHTS that were not previously delivered to LICENSEE, FHCRC shall promptly provide such TECHNOLOGY RIGHTS to LICENSEE, upon LICENSEE’s request. LICENSEE shall reimburse FHCRC for any [***] incurred by FHCRC in complying with this Section 3.3.

3.4

FHCRC shall provide LICENSEE with reasonable access, at agreed times during ordinary business hours, to FHCRC personnel knowledgeable of the research giving rise to the LICENSED SUBJECT MATTER within the LICENSED FIELD (including without limitation, Drs. Stan Riddell and Philip Greenberg) for the sole purpose of transferring copies of TECHNOLOGY RIGHTS (and copies of documents embodying such TECHNOLOGY RIGHTS) as reasonably necessary to comply with this AGREEMENT. The assistance may be rendered by teleconference or in-person meetings, at LICENSEE’s expense.

3.5	Except as expressly provided for in this AGREEMENT, no license or other rights, either express or implied, are granted by FHCRC to LICENSEE or SUBLICENSEES by execution of this AGREEMENT or the transfer of any materials or information hereunder.

3.6

Without the consent of FHCRC, not to be unreasonably withheld, LICENSEE shall not cause or permit any lien, mortgage, encumbrance, security interest or other legal or equitable claims (each an “ Encumbrance ”) to be entered or placed on this Agreement or any rights granted to LICENSEE under this Agreement; provided however, LICENSEE may permit any such Encumbrance(s) without FHCRC’s consent, for the benefit of any SUBLICENSEE (or any affiliated entity of a SUBLICENSEE) that is providing debt financing to LICENSEE.

3.7

(a) FHCRC hereby grants Juno an option, exercisable during the term of this Agreement, for an exclusive, royalty-bearing license to all or part of FHCRC’s right, title and interest in, to and under any FHCRC ENABLING PATENTS, and a non-exclusive, royalty bearing license to all or part of FHCRC’s right, title and interest in, to and under

any FHCRC ENABLING TECHNOLOGY (the “OPTION”) reserving to FHCRC, in each case, a paid-up, non-exclusive, irrevocable license to use and, with the prior written consent of LICENSEE, in its sole discretion, to sublicense to other not-for-profit research organizations to use, such FHCRC ENABLING PATENTS for internal non-commercial research purposes. Notwithstanding the foregoing, such OPTION shall not apply to any FHCRC ENABLING IP developed in connection with [***]. Unless it is terminated sooner under this AGREEMENT, the OPTION will terminate automatically unless it is exercised within [***] from the FHCRC NOTICE, and if a mutually acceptable licensing agreement is not executed by the parties within [***] from the FHCRC NOTICE.

(b) No less frequently than [***] during the term of the AGREEMENT, FHCRC shall use good faith efforts to identify any FHCRC ENABLING IP that it believes may be subject to the foregoing OPTION, including pursuant to written notice of any such intellectual property from LICENSEE, and will promptly provide a written description of the relevant FHCRC ENABLING IP sufficient to allow LICENSEE to reasonably assess whether it wishes to exercise such OPTION (an “FHCRC NOTICE”). The parties agree that any failure to comply with the foregoing sentence, other than a willful and intentional violation, will not constitute a breach entitling termination of this AGREEMENT by LICENSEE, but LICENSEE may offset damages proven in connection with such breach against amounts due from LICENSEE hereunder. At LICENSEE’s request, FHCRC shall answer questions relating to such FHCRC ENABLING IP, and provide to LICENSEE data relating thereto for such assessment by LICENSEE, with all such information provided pursuant to this section constituting CONFIDENTIAL INFORMATION of FHCRC. Notwithstanding any other provision of this AGREEMENT, LICENSEE may not share any of such information provided pursuant to this section with any third party without the prior written consent of FHCRC.

(c) LICENSEE may exercise the OPTION by giving FHCRC written notice of exercise of the OPTION and describing the FHCRC ENABLING IP that it wishes to license. In such case, the parties shall negotiate in good faith with respect to a license agreement for such intellectual property, with the terms of such license being commercially reasonable and competitive as of the date such license is entered into. In the event the parties are unable to agree on such terms within [***], FHCRC and LICENSEE shall appoint a neutral, independent expert with extensive expertise in the licensing of pharmaceutical technology and products to act as an expert (not as an arbitrator) (the “EXPERT”), at the expense of each of each of FHCRC and LICENSEE in equal proportions, to make its independent determination of the commercially reasonable economic terms for such a license to the applicable intellectual property (the “EXPERT’S DETERMINATION”). In any such determination the EXPERT shall take into account, inter alia , the ability (or inability, as the case may be) for such intellectual property to be practiced without a license to the LICENSED SUBJECT MATTER. If FHCRC and LICENSEE are unable to agree on an EXPERT within [***], each of the FHCRC and EXPERT will each designate a neutral, independent individual with the qualifications above, and those individuals will select a third neutral independent individual with the qualifications above to act as the EXPERT. Each of the parties shall provide the EXPERT with a written proposal detailing their respective proposed terms, and make available to such EXPERT on a confidential basis such books, accounts, records and forecasts as the Expert may reasonably request, including terms of other

licenses entered into by each of the parties, that may be useful in determining the commercially reasonable terms of licensing. The EXPERT shall select the proposal of one of the parties as his or her EXPERT’S DETERMINATION, without varying any of the terms thereof. The EXPERT’S DETERMINATION shall be final and binding on the parties, and shall constitute the key terms of the license.

(d) With regard to any FHCRC ENABLING PATENTS that are licensed to any third party on or after to the EFFECTIVE DATE, other than any FHCRC ENABLING PATENT to which LICENSEE was offered an OPTION and declined to, or failed to timely, exercise, such OPTION, FHCRC hereby covenants that, unless legally required to do so, it shall not enforce, or encourage the enforcement of, against LICENSEE or its Affiliates, SUBLICENSEES, successors or assigns (each, a “PROTECTED ENTITY”), any such FHCRC ENABLING PATENT owned or controlled by FHCRC that claims any (i) a composition of matter (including, without limitation, any genus claim) of a LICENSED PRODUCT, or (ii) method of making such LICENSED PRODUCT, or using such a LICENSED PRODUCT in the LICENSED FIELD, if the PROTECTED ENTITY infringes such patent in the course of practicing such a patent in connection with the development, manufacture, use, importation, offer for sale or sale of such LICENSED PRODUCT within the FIELD. Such covenant shall also apply, solely with respect to such patent, to any person or entity to whom FHCRC assigns such FHCRC ENABLING PATENT.

IV. CONSIDERATION, PAYMENTS AND REPORTS

4.1	In consideration of rights granted by FHCRC to LICENSEE under this AGREEMENT, LICENSEE agrees to pay FHCRC the following:

(a)

[***] incurred by FHCRC in filing, prosecution and maintenance of the PATENT RIGHTS [***], which amount will not exceed [***], and [***] incurred by FHCRC [***] in the maintenance and defense of the PATENT RIGHTS. FHCRC will invoice LICENSEE for [***] within [***] of the EFFECTIVE DATE and invoice [***] on a [***] basis. The invoiced amounts will be due and payable by LICENSEE within [***] of receipt of the invoice;

(b)

[***] incurred by FHCRC in connection with the formation of LICENSEE related to intellectual property, including freedom-to-operate legal research-related fees, as estimated on Schedule 4.1(b) attached hereto. FHCRC will invoice LICENSEE for such expenses within [***] of the EFFECTIVE DATE. The invoiced amounts will be due and payable by LICENSEE within [***] of receipt of the invoice;

(c)

A nonrefundable license fee in the amount of Two-Hundred Fifty Thousand Dollars ($250,000), due and payable within [***] after the EFFECTIVE DATE;

(d)

An annual maintenance fee of Fifty Thousand Dollars ($50,000), due and payable within [***] after the EFFECTIVE DATE and within [***] of each of the first four anniversaries of the EFFECTIVE DATE;

(e)

Subject to Sections 4.5 and 4.7, a running royalty, on a LICENSED PRODUCT-by-LICENSED PRODUCT basis, equal to [***] of annual aggregate NET SALES up to [***], and [***] of annual aggregate NET SALES exceeding [***], such annual aggregate NET SALES being calculated on a [***] basis, with such amounts due and payable within [***] after the last day of the [***] in which the SALE generating such royalty occurred. Notwithstanding the foregoing, with respect to any LICENSED PRODUCT covered only by any patent application or

patent co-owned by FHCRC and a third party (e.g., Seattle Children’s) and no other patent application or patent within the PATENT RIGHTS, the running royalty on NET SALES of such LICENSED PRODUCT shall be reduced by [***]. No multiple royalties shall be payable to FHCRC because a particular LICENSED PRODUCT is covered by more than one VALID CLAIM in any patent or patent application or more than one patent or patent application included in the PATENT RIGHTS or more than one aspect of the TECHNOLOGY RIGHTS.

(f)

Commencing on the fifth (5 ^th ) anniversary of the EFFECTIVE DATE and on every subsequent anniversary of the EFFECTIVE DATE until this AGREEMENT expires or is terminated, LICENSEE shall pay the amount, if any, by which the running royalty payments for the prior calendar year under Section 4(e) aggregated less than One Hundred Thousand Dollars ($100,000) (the “ MINIMUM ANNUAL ROYALTY ”). For the year in which this AGREEMENT expires or is terminated, LICENSEE shall make a payment with respect to each of (i) the calendar year prior to such expiration or termination and (ii) on a pro-rated basis, the year in which such expiration or termination occurs;

(g)

With respect to any REMUNERATION received by LICENSEE from and with respect to any and all SUBLICENSEES, when such REMUNERATION, including the fair market value of any non-cash REMUNERATION, received by LICENSEE reaches the aggregate amounts set forth below, cumulatively from and after the EFFECTIVE DATE, LICENSEE will make the applicable one-time payments set forth below:


SUBLICENSEE Remuneration	Payment to FHCRC
[***]		[***	]
[***]		[***	]
[***]		[***	]
[***]		[***	]

Notwithstanding the above, in recognition of the fact that FHCRC and Licensee have entered into multiple license agreements relating to Licensed Products (i.e., this Agreement, the 2009 LICENSE and the 2012 LICENSE), FHCRC agrees that (a) any NET CONSIDERATION (as defined in 2009 LICENSE and 2012 LICENSE) paid by LICENSEE to FHCRC pursuant to the 2009 LICENSE and/or the 2012 LICENSE shall be fully creditable against any REMUNERATION due to FHCRC under this AGREEMENT, and (b) in no event shall LICENSEE be obligated to pay to FHCRC more than an aggregate of [***] with respect to any and all (i) NET CONSIDERATION (subject to the 2009 LICENSE and/or the 2012 LICENSE), and/or (ii) REMUNERATION (subject to this Agreement).

(h)

LICENSEE shall pay to FHCRC payments for the achievement of development milestones (“ DEVELOPMENT MILESTONES ”), as follows:

(i) A payment of [***] upon [***] for each LICENSED PRODUCT in a [***] following the EFFECTIVE DATE. For clarity, for a single LICENSED PRODUCT, this DEVELOPMENT MILESTONE will be paid for [***], reaching a maximum total of [***] for any one LICENSED PRODUCT.

(ii) A payment of [***] upon [***] for each LICENSED PRODUCT following the EFFECTIVE DATE in a [***]. For clarity, for a single LICENSED PRODUCT, this DEVELOPMENT MILESTONE will be paid for [***], reaching a maximum total of [***] for any one LICENSED PRODUCT.

(iii) A payment of [***] upon [***] for each of [***] for each a LICENSED PRODUCT. For clarity, for a single [***], this DEVELOPMENT MILESTONE will be paid for each of the first [***], reaching a maximum total of [***] for any one LICENSED PRODUCT.

4.2

Within [***] after [***] of each [***] during the term of this AGREEMENT, and until all LICENSED PRODUCTS have been sold or destroyed pursuant to Section 13.3(e), LICENSEE will deliver to FHCRC a true and accurate report, giving such particulars of the business conducted by LICENSEE and its SUBLICENSEES, if any exist, during the preceding [***] under this AGREEMENT as necessary for FHCRC to account for LICENSEE’s and its SUBLICENSEES’ payments hereunder. This report will include pertinent data, including, but not limited to:

[***]

After the first SALE of a LICENSED PRODUCT, these [***] reports are required even if no payments are due in connection therewith.

4.3

During the term of this AGREEMENT and for [***] thereafter, LICENSEE agrees to keep complete and accurate records of its and any of its SUBLICENSEES’ SALES and NET SALES in sufficient detail to enable the royalties and other payments due hereunder to be determined. LICENSEE agrees to permit an independent certified public accountant, reasonably acceptable to LICENSEE, to periodically examine, at FHCRC’s expense (except as provided below) and not more frequently than [***], LICENSEE’s books, ledgers, and records during regular business hours for the purpose of and to the

extent necessary to verify any report required under this AGREEMENT within the [***] period immediately preceding such examination. Such accountant shall not disclose to FHCRC any information other than information relating to the accuracy of reports and calculations of amounts due FHCRC under this AGREEMENT, and such accountant shall be subject to the terms of Article XI. If any amounts due FHCRC are ultimately determined to have been underpaid in an amount equal to or greater than [***] of the total amount due during the period so examined, then LICENSEE will pay the cost of the examination plus [***].

4.4

Within [***] following [***], LICENSEE will deliver to FHCRC a written progress report as to LICENSEE’s (and any SUBLICENSEES’) efforts and accomplishments during the [***] in [***] commercializing LICENSED SUBJECT MATTER in the LICENSED TERRITORY and a summary of LICENSEE’s (and any of its SUBLICENSEES’) commercialization plans for [***].

4.5

If LICENSEE or any of its SUBLICENSEES (a) is or becomes a party to a bona fide license agreement with a third party, or (b) is a party to a bona fide license agreement with FHCRC pursuant to a separate written agreement entered into on or before November 19, 2014 (each such third party or FHCRC, as the case may be, a “STACKING LICENSOR”) for the right or license to a product or process under which LICENSEE or any such SUBLICENSEE, is obligated to pay to a STACKING LICENSOR any royalties on NET SALES of LICENSED PRODUCTS, LICENSEE and such SUBLICENSEES may offset [***] of any royalties paid to such STACKING LICENSOR against up to [***] of the royalties owed FHCRC under this AGREEMENT, provided, the royalties payable to FHCRC under this AGREEMENT shall not be reduced

to less than [***] of NET SALES as a result of any STACKING LICENSOR payment offsets, and provided further that any such STACKING LICENSOR payment offsets arising out of third party license agreements executed prior to October 16, 2013 (“PRE-SIGNING THIRD PARTY LICENSE AGREEMENTS”), will be limited to the extent necessary to reflect an aggregate royalty rate on aggregate net sales under all such PRE-SIGNING THIRD PARTY LICENSE AGREEMENTS of no greater than [***]. It is understood that the MINIMUM ANNUAL ROYALTY payable to FHCRC will remain unchanged, notwithstanding the application of offsets under this Section 4.5. Any STACKING LICENSOR payments that may be applied as offsets as described above that are not applied in a given period may be carried forward until applied.

4.6

All amounts payable hereunder by LICENSEE will be paid in immediately available United States Dollars by wire transfer to an account or accounts designated by FHCRC, without deductions for assessments, fees, or charges of any kind, except tax withholding required by law. Such amounts are not refundable and are not creditable against other fees and royalties. If the foreign currency cannot be converted to U.S. Dollars and exported from a country for any reason, LICENSEE shall notify FHCRC in writing, such amounts due hereunder in such currency shall be deemed converted at the exchange rate on the last business day of the reporting period to which a payment relates, as quoted in The Wall Street Journal (Western Edition), with payment made in such foreign currency or, at the election of FHCRC, payment in such foreign currency shall be deposited promptly in a recognized financial institution in that country for the benefit of FHCRC.

4.7	The applicable royalty rate set forth in Sections 4.1(e) above shall be reduced by [***] if the applicable LICENSED PRODUCT(S) are not within the scope of any VALID CLAIM in the country of manufacture or sale of such LICENSED PRODUCT(S) (as described in Section 2.7(c)).

4.8	Except as expressly set forth in this Agreement, no other payments shall be due with respect to the practice of LICENSED SUBJECT MATTER in the LICENSED FIELD or the development, manufacture, use or sale of any LICENSED PRODUCTS.

4.9

If LICENSEE fails to make any payment due under this AGREEMENT within [***] of the date upon which such payment is due, then interest shall accrue on such payment from the date such payment was originally due at a rate equal to [***] per month above the then-applicable prime commercial lending rate reported in the Wall Street Journal (Western Edition), or any similar daily business publication, or at the maximum rate permitted by applicable law, whichever is lower.

4.10

Any withholding or other tax that is required by law to be withheld with respect to payments owed by LICENSEE pursuant to this AGREEMENT shall be deducted by LICENSEE (or its SUBLICENSEES) from such payment prior to remittance, and paid over to the relevant taxing authorities when due. LICENSEE shall promptly furnish FHCRC evidence of any such taxes withheld and of payment thereof.

V. DILIGENCE

5.1	LICENSEE will use commercially reasonable efforts to research, develop and obtain regulatory approvals to market and sell at least one LICENSED PRODUCT.

5.2	LICENSEE will raise cumulative equity capital and/or grant funding in excess of [*] no later than [*].

5.3

LICENSEE will fund [***] through [***]. LICENSEE will, subject to Section 13.2(c), complete at least [***] such [***] prior to [***], and complete at least [***] other [***] prior to [***]. As used in this paragraph, “complete” means that the database for the applicable clinical trial has been locked.

VI. PATENTS AND INVENTIONS

6.1

FHCRC will control the preparation, filing, prosecution, maintenance and defense of PATENT RIGHTS, using patent counsel reasonably acceptable to the LICENSEE and LICENSEE will reimburse FHCRC’s [***] for the same. FHCRC shall keep LICENSEE reasonably informed regarding matters related to the prosecution and maintenance of each patent or patent application within the licensed PATENT RIGHTS and provide LICENSEE the reasonable opportunity to review and comment on material submissions to any patent office relating thereto. FHCRC will consider in good faith any recommendations made by LICENSEE relating to the preparation, filing, prosecution, maintenance and defense of PATENT RIGHTS covered by this Section 6.1 including, without limitation, in regards to where patent filings should be made. FHCRC will provide LICENSEE with copies of all of FHCRC’s material communications to and from the relevant patent offices with respect to the PATENT RIGHTS, including, without limitation, text of all patent applications and patents issued therein.

6.2

At any time, LICENSEE shall notify FHCRC if LICENSEE wishes to terminate its license to any of the patent applications or patents within the PATENT RIGHTS. LICENSEE shall identify such patent applications and patents to FHCRC in writing, in which event, [***] after receipt of such written notice by FHCRC, (a) LICENSEE’s license to such patent applications and patents shall terminate and such identified patent applications and patents shall no longer be deemed licensed PATENT RIGHTS under this AGREEMENT, and (b) LICENSEE shall have no further obligation to pay any costs

and expenses incurred by FHCRC for the prosecution and maintenance of such identified patents and patent applications. For the avoidance of doubt, FHCRC may independently, and at its own expense, maintain any such patent applications and patents after such a termination by LICENSEE, and LICENSEE will have no rights hereunder with respect to such patent applications and patents.

6.3

LICENSEE (and its SUBLICENSEES) shall have the right, on a LICENSED PRODUCT-by-LICENSED PRODUCT basis, to select a patent within the PATENT RIGHTS to seek a term extension for or supplementary protection certificate under in accordance with the applicable laws of any country. Each party agrees to execute any documents and to take any additional actions as the other party may reasonably request in connection therewith. LICENSEE shall consult with FHCRC and consider its views in good faith before applying for a patent term extension or supplementary protection certificate for any LICENSED PRODUCT.

6.4

LICENSEE agrees that all packaging containing individual LICENSED PRODUCT(S), documentation therefor and, when possible, for actual LICENSED PRODUCT(S) sold by LICENSEE and/or any SUBLICENSEE will be permanently and legibly marked with the number of any applicable patent(s) licensed hereunder in accordance with each country’s patent laws, including Title 35 of the United States Code.

6.5

In the event LICENSEE intends to challenge the validity or enforceability of any of the PATENT RIGHTS, LICENSEE will (a) give FHCRC [***] prior written notice; (b) continue to make all payments required hereunder directly to FHCRC without the right to pay into escrow or other account any such amounts; (c) reimburse all otherwise unreimbursed costs and expenses of FHCRC regarding such challenge including

attorneys’ fees; (d) from the date of the decision by the District Court upholding all or part of claims within PATENT RIGHTS, until the end of the Term, make payments under Section 4.1(e) at [***] the royalty rate otherwise required in Section 4.1(e). For purposes of clarity, [***] agrees that [***] made to FHCRC or to be made to FHCRC is [***] as the result of any challenge by LICENSEE to the validity or enforceability of the PATENT RIGHTS [***].

VII. INFRINGEMENT BY THIRD PARTIES

7.1

LICENSEE shall have the first right, but not the obligation, to enforce, [***] any patent exclusively licensed hereunder against infringement by third parties. After reimbursement of LICENSEE’s [***] legal costs and expenses related to such enforcement, the balance of any recovery shall be distributed as follows: in any suit initiated by LICENSEE, any recovery in excess of litigation costs shall be [***]. If LICENSEE does not file suit against a substantial infringer within [***] of having firm evidence of any such infringement, then FHCRC may, at its sole discretion [***], enforce any patent licensed hereunder on behalf of itself and LICENSEE, and after reimbursement of reasonable legal costs and expenses related to such enforcement, the balance of any recovery shall be distributed as follows: [***] to FHCRC and [***] to LICENSEE.

7.2

In any suit or dispute involving an infringer of the PATENT RIGHTS, the parties agree to cooperate fully with each other. At the request and expense of the party bringing suit, the other party will permit access during regular business hours, to all relevant personnel, records, papers, information, samples, specimens, and the like in its possession. In any suit, action or other proceeding in connection with the enforcement and/or defense of the

licensed PATENT RIGHTS, the non-controlling party shall, at the expense of the controlling party, cooperate fully, including, without limitation, by joining as a party and executing such documents as the controlling party may reasonably request.

7.3	Neither party shall settle any patent infringement claims against a third party in a manner that diminishes the rights or interests of the other party without the prior written consent of the other party.

VIII. INDEMNIFICATION

8.1

LICENSEE agrees to hold harmless, indemnify and defend FHCRC, its directors, officers, employees, contractors, representatives and agents from and against any claims, demands, causes of action, damages, suits, judgments, liens, penalties, fines, losses, expenses, costs of suit and reasonable attorneys’ fees, to the extent caused by, arising out of, or resulting from or alleged to be caused by, arising out of or resulting from claims or demands brought by third parties in connection with [***], except to the extent caused by, arising out of, or resulting from [***]. FHCRC shall promptly notify LICENSEE of any such claim, demand, action or suit and allow LICENSEE to handle and control the defense thereof. LICENSEE shall have the sole right to settle such claim, demand, cause of action or suit, but no settlement shall be made that does not include an unconditional release of FHCRC, without FHCRC’s prior written consent.

8.2

FHCRC agrees to hold harmless, indemnify and defend LICENSEE, its directors, officers, employees, contractors, representatives and agents from and against any claims, demands, causes of action, damages, suits, judgments, liens, penalties, fines, losses, expenses, costs of suit and reasonable attorneys’ fees, to the extent caused by, arising out of, or resulting from or alleged to be caused by, arising out of or resulting from claims or

demands brought by third parties arising from [***], except to the extent caused by, arising out of, or resulting from [***]. LICENSEE shall promptly notify FHCRC of any such claim, demand, action or suit and allow FHCRC to handle and control the defense thereof. FHCRC shall have the sole right to settle such claim, demand, cause of action or suit, but no settlement shall be made that does not include an unconditional release of LICENSEE, without LICENSEE’s prior written consent.

8.3

Except with respect to indemnification and confidentiality obligations hereunder, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS OR EXPECTED SAVINGS OR OTHER ECONOMIC LOSSES, OR FOR INJURY TO PERSONS OR PROPERTY) ARISING OUT OF, OR IN CONNECTION WITH, THIS AGREEMENT OR ITS SUBJECT MATTER, REGARDLESS OF WHETHER THE OTHER PARTY KNOWS OR SHOULD KNOW OF THE POSSIBILITY OF SUCH DAMAGES.

IX. INSURANCE

9.1

Beginning at the time when any LICENSED SUBJECT MATTER is being used in human clinical trials or SOLD by LICENSEE or a SUBLICENSEE, LICENSEE shall, at its sole cost and expense, procure and maintain customary commercial general liability insurance in amounts not less than [***], and LICENSEE shall use commercially reasonable efforts to have the FHCRC, its directors, officers, employees, contractors, representatives and agents named as additional insureds. Such commercial general liability insurance shall provide: (i) product liability coverage; (ii) broad form contractual

liability coverage for LICENSEE’s indemnification under this AGREEMENT; and (iii) coverage for litigation costs. The minimum amounts of insurance coverage required herein will not be construed to create a limit of LICENSEE’s liability with respect to its indemnification under this AGREEMENT.

9.2	At FHCRC’s request, LICENSEE shall provide FHCRC with written evidence of such insurance within [*]. Additionally, at FHCRC’s request, LICENSEE shall provide FHCRC with written notice at least [*] prior to the cancellation, non-renewal or material change in such insurance.

9.3

LICENSEE shall maintain such commercial general liability insurance beyond the expiration or termination of this AGREEMENT during: (a) the period that any LICENSED PRODUCT developed pursuant to this AGREEMENT is being commercially distributed or sold by LICENSEE or by a SUBLICENSEE or agent of LICENSEE; and (b) the [***] period immediately after such period.

X. USE OF NAMES

10.1

Neither party will use the name of the other party or the name of the other party’s divisions, affiliates, employees, products, services, trademarks or service marks for promotional purposes in printed materials without the prior written consent of the other party; provided, however this section will not be interpreted to prevent (a) disclosure of the existence of this AGREEMENT that either party needs to disclose in the course of its routine business (e.g., the submission of grant and contract proposals to extramural sponsors) or in practicing its rights hereunder, or (b) disclosure of information that must be disclosed as part of regulatory submissions or as otherwise required by applicable laws and/or regulations.

XI. CONFIDENTIAL INFORMATION AND PUBLICATION

11.1

FHCRC and LICENSEE each agree that all information contained in documents that are either marked “confidential” or that a reasonable person would understand are confidential based on the nature of the information contained therein, and provided by one party to the other (a) are to be received and kept in strict confidence, (b) are to be used only for the purposes of this AGREEMENT, and (c) will not be disclosed by the recipient party (except as required by law or court order), its agents or employees without the prior written consent of the other party; provided, however, that subject to obligations of confidentiality and non-use no less stringent than set forth herein, LICENSEE may disclose the PATENT RIGHTS, TECHNOLOGY RIGHTS and related FHCRC information to actual and prospective investors, lenders, SUBLICENSEES, business partners, acquirors, AFFILIATES, consultants and advisors. With respect to any improper disclosure of confidential information of FHCRC by a person or entity that

received such information from LICENSEE that would constitute a breach by LICENSEE hereunder if disclosed by LICENSEE, LICENSEE shall be responsible for any such improper disclosure. The foregoing obligations shall not apply to the extent that the recipient party can establish by competent written proof that such information:

(a)

was in the public domain at the time of disclosure; or

(b)

later became part of the public domain through no act or omission of the recipient party, its employees, agents, successors or assigns; or

(c)

was lawfully disclosed to the recipient party by a third party having the right to disclose it; or

(d)

was already known by the recipient party at the time of disclosure; or

(e)

was independently developed by the recipient party without use of the other party’s confidential information.

If the recipient party is required by law or regulation to disclose confidential information owned or disclosed to it by the other party including, without limitation, by discovery, subpoena or other legal or administrative process, the recipient party agrees to provide the other party prompt notice of the required disclosure to permit the other party, at its option and expense, to seek an appropriate protective order or waive the requirements of this AGREEMENT. If no protective order or waiver is obtained, such disclosure may be made but only to the limited extent legally required. The recipient party will not oppose any action by the other party to obtain an appropriate protective order or other assurance that confidential information which must be disclosed will be accorded confidential treatment.

11.2

11.3

FHCRC reserves the right to publish the general scientific findings from research related to LICENSED SUBJECT MATTER, but not confidential information of LICENSEE or its AFFILIATES OR SUBLICENSEES. FHCRC will submit the abstract or manuscript of any proposed manuscript, scientific publication or any other similar public disclosure to LICENSEE at least [***] before public disclosure thereof, and LICENSEE shall have the right to review and comment upon the proposed public disclosure in order to protect LICENSEE’s confidential information and the patentability of any inventions disclosed therein. Upon LICENSEE’s request, public disclosure shall be delayed up to [***] additional [***] to enable LICENSEE to secure adequate intellectual property protection of any patentable subject matter contained therein that would otherwise be affected by the publication and (b) all confidential information of LICENSEE or its AFFILIATES OR SUBLICENSEES shall be deleted from such disclosure.

XII. ASSIGNMENT

12.1

This AGREEMENT may not be assigned by LICENSEE without the prior written consent of FHCRC; provided (a) either party may assign this AGREEMENT without such consent to any AFFILIATE, and (b) LICENSEE may assign this AGREEMENT in connection with the sale of all or substantially all of LICENSEE’s assets to a third party or a merger, consolidation or reorganization of LICENSEE, provided, in each case that

such party is in good standing under this AGREEMENT at such time, and that the entity to which the AGREEMENT is assigned agrees in writing to fulfill all of such party’s obligations under this AGREEMENT.

XIII. TERM AND TERMINATION

13.1

Subject to earlier termination as provided herein below, the term of this AGREEMENT is from the EFFECTIVE DATE to the last of 1) expiration of the last-to-expire granted patent, on a country-by-country basis, within the PATENT RIGHTS that covers a LICENSED PRODUCT in the country in which the LICENSED PRODUCT is sold, or 2) fifteen (15) years following the regulatory approval of the first LICENSED PRODUCT. After expiration of the AGREEMENT at the conclusion of such term, absent earlier termination, the license to LICENSEE will be deemed to be perpetual and fully paid.

13.2	Subject to any rights herein which explicitly survive termination, as provided below, this AGREEMENT will terminate in its entirety:

(a)

automatically, if LICENSEE becomes bankrupt or insolvent and/or if the business of LICENSEE is placed in the hands of a receiver, assignee, or trustee, whether by voluntary act of LICENSEE or otherwise;

(b)

upon forty-five (45) calendar days’ prior written notice from FHCRC, if LICENSEE breaches or defaults on any obligations under Article IV, unless, before the end of such forty-five (45) calendar day notice period, LICENSEE has cured the default or breach and so notifies FHCRC, stating the manner of the cure;

(c)

upon ninety (90) calendar days’ prior written notice from FHCRC, if LICENSEE breaches or defaults on any other obligation under this AGREEMENT, including

LICENSEE’s diligence obligations in Sections 5.1, 5.2 or 5.3 unless, before the end of the such ninety (90) calendar day notice period, LICENSEE has cured the default or breach and so notifies FHCRC, stating the manner of the cure; provided, however, that if LICENSEE fails to achieve the milestones described in Section 5.3 within the timeframes specified due to causes that are beyond the reasonable control of LICENSEE (e.g., regulatory action or delay, low patient enrollment, force majeure, and delays caused by FHCRC) notwithstanding LICENSEE’s reasonable, good faith efforts to achieve those milestones, then LICENSEE will not be deemed in default or breach of this AGREEMENT and the timeframe for achieving those milestones will be deemed automatically extended by the time of the delay reasonably attributable to the causes that were beyond LICENSEE’s control as long as LICENSEE diligently and continuously pursues the achievement of such milestones. Except as provided above, failure by LICENSEE or its SUBLICENSEES to achieve the milestones within the extended timeframe or to diligently and continuously purse the achievement of the milestones shall be a breach of Section 5.3;

(d)

at any time by mutual written agreement between LICENSEE and FHCRC subject to any terms herein which survive termination;

(e)

on written notice from FHCRC, if LICENSEE has defaulted or been late by more than three (3) days on its payment obligations pursuant to the terms of this AGREEMENT on any two (2) occasions in a particular twelve (12) month period;

(f)

by LICENSEE, with 90 days’ notice to FHCRC with respect to any country or aspect of the LICENSED SUBJECT MATTER as provided in Section 6.2 or as to the entirety of the AGREEMENT; and

(g)

on thirty (30) calendar days’ written notice from FHCRC in the event that LICENSEE provides notice to FHCRC of its intent to challenge, or actually challenges, the validity or enforceability of any of the PATENT RIGHTS.

13.3	Upon expiration or termination of this AGREEMENT:

(a)

nothing herein will be construed to release either party from any obligation maturing prior to the effective date of the termination;

(b)

all sublicenses, and rights of AFFILIATES and SUBLICENSEES, will terminate as of the effective date of termination, subject to Section 13.3(e) below, provided, however, that if at the effective date of termination a SUBLICENSEE is in good standing with regard to its obligations under its sublicense and agrees to assume all obligations of LICENSEE hereunder, then, at the request of the SUBLICENSEE, such sublicense shall survive such termination or expiration of this AGREEMENT.

(c)

LICENSEE will, on the effective date of termination, tender payment for all accrued royalties and other payments due as of the effective date of termination.

(d)

The provisions of Sections 4 and 7 (with respect to fees and other amounts accruing prior to termination, and in connection with sales after termination pursuant to Section 13.3(e) below), 8, 9, 10, 11, 13 and 15 shall survive expiration or termination of this AGREEMENT;

(e)

LICENSEE may, within [***] of the effective date of the termination, sell all LICENSED PRODUCTS and parts therefor that it has on hand at the date of termination, if LICENSEE pays the earned royalty thereon and any other amounts due pursuant to Article IV and otherwise complies with the terms of this AGREEMENT; and

(f)

Except as provided in Section 13.3(e), LICENSEE agrees to cease and desist any and all use of the LICENSED SUBJECT MATTER upon termination of this AGREEMENT.

13.4	Upon termination, but not expiration, of this AGREEMENT:

(a)

LICENSEE agrees upon request to enter into good faith negotiations with FHCRC’s future licensee(s) for the purpose of granting licensing rights to said modifications or improvements in a timely fashion and under commercially reasonable terms;

XIV. WARRANTY; SUPERIOR RIGHTS

14.1

Except for the rights, if any, of the Government of the United States of America as set forth below and the rights that Seattle Children’s Research Institute has with respect to [***], and any related PATENT RIGHTS, FHCRC represents and warrants that [***] (a) it is the owner of the entire right, title, and interest in and to LICENSED SUBJECT MATTER, (b) it has the sole right to grant licenses thereunder, (c) it has not granted licenses thereunder, or liens, encumbrances, security interests or restrictions to any other entity that would conflict with the rights granted hereunder except as stated herein, (d) there are no actions, suits, investigations, claims or proceedings involving FHCRC and relating to the LICENSED SUBJECT MATTER pending or threatened in writing to

FHCRC, and (e) Exhibit A contains a complete list of all current patent applications and patents owned (in whole and in part) by FHCRC as of the Effective Date relating to [***]. FHCRC covenants that it will not grant during the term of this AGREEMENT any right, license or interest in the LICENSED SUBJECT MATTER, or any portion thereof, inconsistent with the license granted to LICENSEE herein, and further represents and warrants that the execution, delivery and performance of this AGREEMENT have been duly authorized by all necessary corporate action on the part of FHCRC.

14.2

LICENSEE understands that the LICENSED SUBJECT MATTER may have been developed under a funding agreement with the Government of the United States of America and, if so, that the Government may have certain rights relative thereto. This AGREEMENT is explicitly made subject to the Government’s rights under any such agreement and any applicable law or regulation, including P.L. 96-517 as amended by P.L. 98-620. To the extent that there is a conflict between any such agreement, applicable law or regulation and this AGREEMENT, the terms of such Government agreement, applicable law or regulation shall prevail. LICENSEE agrees that any LICENSED PRODUCTS subject to 35 U.S.C. § 204 that are used or SOLD in the United States will be manufactured substantially in the United States, unless a written waiver is obtained in advance from the Government.

14.3 LICENSEE understands and agrees that FHCRC, by this AGREEMENT, makes no other representation or warranty as to the operability or fitness for any use, safety, efficacy, approvability by regulatory authorities, time and cost of development, patentability, and/or breadth of the LICENSED SUBJECT MATTER. FHCRC, by this AGREEMENT, also makes no representation as to whether [***].

14.4

LICENSEE, by execution hereof, acknowledges, covenants and agrees that LICENSEE has not been induced in any way by FHCRC or employees thereof to enter into this AGREEMENT, and further warrants and represents that (a) LICENSEE has conducted sufficient due diligence with respect to all items and issues pertaining to this AGREEMENT, and (b) LICENSEE has adequate knowledge and expertise, or has used knowledgeable and expert consultants, to adequately conduct such due diligence, and agrees to accept all risks inherent herein. LICENSEE represents that it is a duly organized, validly existing corporation under the laws of the state of Delaware, and is in good standing under the laws of the state of Delaware, and has all necessary corporate or other appropriate power and authority to execute, deliver and perform its obligations hereunder, and that the execution, delivery and performance of this AGREEMENT have been duly authorized by all necessary corporate action on the part of LICENSEE.

XV. GENERAL

15.1

This AGREEMENT, as amended and restated, constitutes the entire and only agreement between the parties relating to the LICENSED SUBJECT MATTER, and all other prior negotiations, representations, agreements and understandings are superseded hereby. No agreements altering or supplementing the terms hereof will be made except by a written document signed by both parties.

15.2	Any notice required by this AGREEMENT must be given in writing by prepaid, first class, certified mail, return receipt requested, and addressed in the case of FHCRC to:

Fred Hutchinson Cancer Research Center

Industry Relations and Technology Transfer

1100 Fairview Ave., N, J5-110

Seattle, WA 98109-1024

ATTENTION: Vice President for Technology Transfer

with a copy to:

Fred Hutchinson Cancer Research Center

Industry Relations and Technology Transfer

1100 Fairview Ave., N, J5-110

Seattle, WA 98109-1024

ATTENTION: Vice President and General Counsel

or in the case of LICENSEE to:

Juno Therapeutics, Inc.

307 Westlake Avenue North

Suite 300

Seattle, Washington 98109

ATTENTION: General Counsel

or other addresses as may be given from time to time under the terms of this notice provision.

15.3

LICENSEE must comply, at its sole cost and expense, with all applicable federal, state and local laws and regulations in connection with its activities pursuant to this AGREEMENT including, without limitation, all laws and regulations, domestic and foreign, applicable to the development, production, distribution, SALE and use of any LICENSED PRODUCT, including, without limitation, in connection with labeling, packaging, instructions as to use, quality control, registration, export controls (including ITAR) and anti-bribery (including FCPA and U.K. Anti-Bribery).

15.4

This AGREEMENT is governed by, construed and enforced in accordance with the internal laws of the State of Washington, without giving effect to principles and provisions thereof relating to conflict or choice of laws irrespective of the fact that any one of the parties is now or may become a resident of a different state. Venue for any action under this AGREEMENT lies exclusively in King County, Washington. The

parties hereby consent to personal jurisdiction over them by the courts within King County, Washington. The parties expressly waive all objection and challenge to such venue and personal jurisdiction.

15.5

Any dispute, controversy, or claim arising out of or relating to this AGREEMENT or the interpretation, enforceability, performance, breach, termination, or validity hereof, including, without limitation, this Section (each, a “DISPUTE”), will be resolved as follows: if the parties are unable to initially resolve a DISPUTE through consultation and negotiations between the parties, either party may proceed to litigation in accordance with this AGREEMENT.

15.6

No omission or delay on the part of either party hereto in requiring due and punctual fulfillment of the obligations of the other party will be deemed to constitute a waiver of any of the rights of the omitting or delaying party unless such rights are waived in the particular instance in a writing delivered to the other party, and no such waiver applies to any other instance or obligation. The terms and conditions of this AGREEMENT will inure to the benefit of and will be binding upon the permitted successors and assigns of the parties, and no signature or other indication of assent by any such person shall be required as a prerequisite to enforceability. Nothing in this AGREEMENT, express or implied, is intended to confer any benefits, rights or remedies on any entity, other than the parties and their permitted successors and assigns. This AGREEMENT does not create a partnership, joint venture, or separate legal entity and unless otherwise agreed in writing, each party will act as an independent contractor with respect to the other party and no party will have authority to act on behalf of or bind the other party without the written agreement of the party to be bound.

15.7

If any provision of this AGREEMENT is held to be invalid or unenforceable to any extent in any context, it will nevertheless be enforced to the maximum extent allowed by law and the parties’ fundamental intentions in that and other contexts, and the remainder of this AGREEMENT shall not be affected thereby.

15.8	The prevailing party in any action to enforce this AGREEMENT will be reimbursed or paid by the other party for its [***] incurred in connection with such enforcement.

15.9

Neither party shall lose any rights hereunder or be liable to the other party for damages or losses (except for payment obligations) on account of failure of performance by the defaulting party to the extent such the failure is occasioned by war, strike, fire, Act of God, earthquake, flood, lockout, embargo, governmental acts or orders or restrictions, failure of suppliers, or any other reason where failure to perform is beyond the reasonable control and not caused by the negligence, intentional conduct or misconduct of the nonperforming party and the nonperforming party has exerted all reasonable efforts to avoid or remedy such force majeure; provided, however, that in no event shall a party be required to settle any labor dispute or disturbance.

15.10

At any time or from time to time on and after the date of this Agreement, FHCRC shall at the written request of LICENSEE (i) deliver to LICENSEE such records, data or other documents required pursuant to the provisions of this AGREEMENT, (ii) execute, and deliver or cause to be delivered, all such consents, documents or further instruments of transfer or license to the extent obligated to deliver such under this AGREEMENT, and (iii) take or cause to be taken all such actions as reasonably necessary for LICENSEE to obtain the full benefits of this Agreement and the transactions contemplated hereby.

15.11

This AGREEMENT is not be subject to nor governed by the United Nations Convention on Contracts for the International Sale of Goods and it does not apply to any portion of this AGREEMENT.

15.12

The parties acknowledge that they have had an opportunity to consult with their respective counsel and with such other experts or advisors as they have deemed necessary in connection with the negotiation, execution and delivery of this AGREEMENT. This AGREEMENT shall be construed without any presumption or rule requiring that it might be construed against the party causing this AGREEMENT, or any part of it to be drafted. In construing or interpreting this AGREEMENT, the word “or” will not be construed as exclusive, and the word “including” will not be limiting. The use of the singular or plural form will include the other form and the use of the masculine, feminine or neuter gender will include the other genders. All captions and headings in this AGREEMENT are for convenience only and will not be considered as substantive parts of this AGREEMENT or determinative in the interpretation of this AGREEMENT. Unless otherwise stated, references in this AGREEMENT to sections or exhibits refer to sections and exhibits of this AGREEMENT. All exhibits and addendums to this AGREEMENT will be deemed incorporated by reference and part of this AGREEMENT.

15.13

This AGREEMENT may be executed in two (2) or more counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument, with facsimile and .pdf signatures binding as if originally executed. The section headings contained in this AGREEMENT are inserted for convenience only and shall not affect in any way the meaning or interpretation of this AGREEMENT.

15.14

Headings included herein are for convenience only and will not be used to construe this AGREEMENT.

[Remainder of page left blank.]

IN WITNESS WHEREOF , the parties hereto have caused their duly authorized representatives to execute this AGREEMENT as of the EFFECTIVE DATE.


FRED HUTCHINSON CANCER		JUNO THERAPEUTICS, INC.
RESEARCH CENTER
A NONPROFIT CORPORATION

By:	/s/ Richard Mitchell	By:	/s/ Hans Bishop

Name:	Richard Mitchell	Name:	Hans Bishop

Title:	Dir. of Business Development	Title:	President & CEO

Date:	Nov. 21, 2014	Date:	Nov. 21, 2014

EXHIBIT A

PATENT RIGHTS

(as of November 19, 2014)


SeedIP Ref (360056-)	Application No. Patent No./ Publication No.	Filing Date Publication/Issue Date (MM-DD-YYYY)

407 Family

[]*

412 Family

[]*

425 Family

[]*

427 Family

[]*

SCHEDULE 4.1(b)

Intellectual Property-related Formation Expenses

See attached.

Exhibit 10.27

SUBLEASE AGREEMENT

THIS SUBLEASE AGREEMENT (“ Sublease ”) is made as of the 20th day of November, 2014 between Seattle Biomedical Research Institute, a Washington nonprofit corporation having a principal address at 307 Westlake Ave N., Suite 500, Seattle, WA 98109-5219 (“ Sublandlord ”), and Juno Therapeutics, Inc., a Delaware corporation having a principal address at 307 Westlake Avenue N., Suite 300, Seattle, WA 98109-5219 (“ Subtenant ”).

Sublandlord, as assignee of Children’s Hospital and Regional Medical Center, a Washington nonprofit corporation (“ Original Tenant ”) is the tenant under that certain lease agreement with 307 Westlake LLC, a Washington limited liability company as landlord (“ Landlord ”) (the “ Master Lease ”), for space (the “ Premises ”) located in the building (the “ Building ”) described below. The Premises consists of approximately 48,274 square feet of biomedical laboratory research and office space located on the second and third floors of the Building.

Building:

307 Westlake Avenue North

Seattle, Washington

A copy of the Master Lease is attached as Exhibit A .

The Building, and the land on which the Building is located, and the common areas in the Building and on the land are referred to collectively as the Property (the “ Property ”).

In consideration of the covenants and promises contained in this Sublease, the parties agree as follows:

1. Sublease Premises . Sublandlord agrees to sublease to Subtenant, and Subtenant agrees to sublease from Sublandlord, 17,841 rentable square feet of the 26,212 rentable square feet located on the second floor of the Building, measured pursuant to BOMA standards of measurement, which is about sixty-eight percent (68%) of the second floor of the Building (the “ Sublease Premises ”). The Sublease Premises are depicted in Exhibit B . Subtenant has no right under this Sublease to use or access any areas of the Building or Property outside of the Sublease Premises except for rights of ingress and egress over and rights to use common areas, including common entryways, corridors and elevators.

2. Term . This Sublease shall commence upon the date that Sublandlord delivers possession of the Sublease Premises to Subtenant in accordance with the requirements of this Lease (the “ Commencement Date ”) and, subject to earlier termination in accordance with the terms of this Sublease, shall terminate on June 29, 2017 (the “ Expiration Date ”) (the period between the Commencement Date and the Expiration Date is referred to herein as the “ Term ”). Notwithstanding the foregoing, in no event shall the Commencement Date be prior to November 1, 2014. Sublandlord’s failure to deliver possession on or before December 3, 2014, shall not affect the validity of this Sublease or the obligation of Subtenant hereunder, and Sublandlord

shall not be subject to any liability for its failure to deliver possession of the full Sublease Premises on or before December 3, 2014; except that Subtenant shall be entitled to two (2) days of free Rent for every day of delay beyond December 3, 2014, unless such delay is due to Subtenant’s negligence or intentional misconduct.

Subtenant may terminate this Sublease with respect to all, but not less than all, of the Sublease Premises effective any date following March 31, 2016 by providing at least one hundred and twenty (120) days’ prior written notice to the Sublandlord of its election to early terminate this Sublease.

If, through exercise of an extension option, or otherwise, Sublandlord has the right to possession of the Premises for at least twelve (12) month’s beyond the Expiration Date, then (provided Subtenant is not then in default) Subtenant may, by written notice delivered to Sublandlord at least six (6) months prior to the Expiration Date, request to extend the Term of this Sublease for up to 364 additional days following the Expiration Date (the “ Extended Term ”); it shall be within Sublandlord’s sole and absolute discretion whether to grant the request for the Extended Term, and Sublandlord shall notify Subtenant of Sublandlord’s decision within thirty (30) days after receipt of the extension request. Subtenant’s tenancy during the Extended Term, if any, shall be on the same terms and conditions as described herein except (i) Subtenant shall have no additional rights to extend the Term, and (ii) Monthly Rent shall be at One Hundred and Three Percent (103%) of the then-current Monthly Rent.

3. Rent .

3.1 Monthly Rent . Commencing on the Commencement Date, and continuing through the Term, Subtenant shall pay to Sublandlord monthly rent (the “ Monthly Rent ”) in advance on the first day of each month without any prior demand and without any deduction or offset whatsoever, as follows:


Period	Annual Rate Per Square Foot		Monthly Rent
Commencement Date – Month 12*	$	42.00	$	62,443.50
Month 13-24	$	43.26	$	64,316.81
Months 25-Expiration Date	$	44.56	$	66,249.58

*	Regardless of the Commencement Date, “Month 12” means and refers to the month ending November 30, 2015.

Monthly Rent for any partial month at the beginning or the end of the Term shall be prorated in proportion to the number of days in such month.

3.2 Additional Rent . During the Term, in addition to paying the Monthly Rent specified in Section 3.1 above, Subtenant shall pay Subtenant’s Share of the annual “Operating Cost Share Rent,” “Tax Share Rent,” and “Additional Rent” (all as defined in Section 2(a) of the

Master Lease) allocated to the tenants of the Building under the Master Lease and payable during the Term. “ Subtenant’s Share ” shall mean sixty-eight percent (68.0%) , based upon the ratio of the number of rentable square feet of the Sublease Premises to the total number of rentable square feet on the second floor of the Building (i.e., 17,841 rentable square feet divided by 26,212 rentable square feet). Such payments by Subtenant, together with any and all other amounts payable by Subtenant to Sublandlord pursuant to the terms of this Sublease (not including Monthly Rent), are hereinafter referred to as the “ Additional Rent .” The calculation, payment and reconciliation of the Additional Rent payments by Subtenant and Sublandlord shall be made in the same manner as between Landlord and Tenant under Section 2(c) of the Master Lease. Sublandlord shall, at Sublandlord’s option, credit or refund to Subtenant Subtenant’s Share of any Additional Rent overpayments received by Sublandlord under the Master Lease and shall do so within at least 30 days after receipt of overpaid funds from Landlord, and Subtenant shall pay to Sublandlord any Additional Rent underpayments prior to the date due from Sublandlord under the Master Lease.

Additionally, the Subtenant shall pay monthly, as Additional Rent, its proportionate share (68%) of the Sublandlord’s second floor engineering and facility services charges (the “E&F Charges”) contract which are billed by the Landlord to the Sublandlord separately from the “Operating Cost Share Rent” under a separate contract between the Landlord and the Sublandlord (the “E&F Contract”). In 2014, the Subtenant’s proportionate share of E&F Charges is Eight Hundred and Thirty-five Dollars ($835) per month. The E&F Contract has an escalation of three percent (3%) in 2015. The Sublandlord and Landlord intend to renegotiate the E&F Contract in 2016.

If any utilities serving the Sublease Premises are separately metered, Subtenant shall pay all costs of the same attributable to the Sublease Premises directly to the providing utility. Subtenant shall also pay Sublandlord for (i) expenses incurred by Sublandlord to the extent that they relate directly to the maintenance, operation or repair of the Sublease Premises and to no other portion of the Property, and (ii) Subtenant’s pro rata share, which is 68%, based on the ratio of the number of rentable square feet of the Sublease Premises to the total number of rentable square feet in the Premises, of other reasonable expenses incurred by Sublandlord during the Term which are directly related to maintaining, operating and repairing the Building, to the extent such expenses are not included in the items set forth in the first paragraph of this Section 3.2. The expenses described in the preceding two sentences shall be included within “Additional Rent.” All invoices for such costs shall be paid by Subtenant within thirty (30) days of receipt of invoice. The expenses described in the second sentence of this paragraph shall not include, without limitation, any expenses of the type and kind which are described in Section 2(d)(ii) of the Master Lease. Sublandlord shall, at Sublandlord’s option, credit or refund to Subtenant any overpayments received by Sublandlord under this paragraph and shall do so within at least 30 days after receipt of overpaid funds from Landlord.

Subtenant and Sublandlord may enter into a separate agreement, at the Sublandlord’s sole discretion, for additional services to be provided by the Sublandlord at the Subtenant’s additional cost.

3.3 Payment . Any and all sums Subtenant is obligated to pay under the terms of this Sublease shall be construed as rent obligations in addition to the Monthly Rent set forth in this

Sublease. At Subtenant’s election and expense, Subtenant may pay Sublandlord electronically by ACH or similar means. If, at any time during the term of this Sublease, Subtenant has tendered payment by check and Subtenant’s bank has returned more than one such payment for any reason, including insufficient funds, Sublandlord may, at its option, require that all future payments be made by cashier’s check. Sublandlord shall make timely payments of any and all sums Sublandlord is obligated to pay under the Master Lease.

4. Refundable Security Deposit . By not later than December 1, 2014, Subtenant shall deposit with Sublandlord the sum of One Hundred Thousand and No/100 Dollars ($100,000.00), which shall be held by Sublandlord as a refundable security deposit for Subtenant’s performance of all of the terms, covenants and conditions of this Sublease (the “ Security Deposit ”). If Subtenant defaults under any provision of this Sublease, Sublandlord may (but shall not be required to) use, apply or retain all or any part of this Security Deposit for the payment of Rent or Additional Rent or to reimburse Sublandlord for any amount Sublandlord may spend by reason of Subtenant’s default or to compensate Sublandlord for any loss or damage Sublandlord may suffer because of Subtenant’s default. If any portion of the Security Deposit is so used or applied, Subtenant shall, within ten (10) days after written demand, deposit cash with Sublandlord in an amount sufficient to restore the Security Deposit to its original amount. Sublandlord is not required to keep the Security Deposit separate from its general funds, and Subtenant is not entitled to interest on the Security Deposit. If Subtenant is not then in default under this Sublease, Sublandlord shall return the Security Deposit, or any balance thereof, to Subtenant within thirty (30) days after the later of (a) the termination or expiration of the Sublease Term, and (b) the date Subtenant vacates the Sublease Premises.

5. Personal Property; Alterations to the Sublease Premises . Sublandlord shall provide Subtenant a list of available inventory of furniture, fixtures and equipment that Sublandlord is willing to leave at the Sublease Premises for use by the Subtenant (collectively, the “Available Items”), and Subtenant shall identify in writing to Sublandlord prior to taking possession of the Sublease Premises which items it desires to utilize at the Sublease Premises over the Term (collectively, “ Furniture and Fixtures ”). Sublandlord makes no representations or warranties and shall have no obligations with respect to the Furniture and Fixtures. Subtenant shall be solely responsible at its cost for maintaining, repairing and/or replacing (with items of at least equivalent value and function) the Furniture and Fixtures during the Term, and shall return the same to Sublandlord in at least equivalent condition and repair as received at the end of the Term, subject to normal wear and tear and except for damage by fire or other casualty that is not Subtenant’s obligation to repair. Any Available Items that are not Furniture and Fixtures shall be removed from the Sublease Premises by Sublandlord.

Subtenant’s trade fixtures, furniture and equipment and other personal property will remain the property of Subtenant. Except as otherwise set forth in this Section 5, Subtenant shall not make any improvements in or alterations or additions (collectively, “ Alterations ”) to the Sublease Premises without first obtaining Sublandlord’s written consent. All Alterations shall be at the sole cost and expense of Subtenant and, except for Subtenant’s trade fixtures, furniture and equipment and other personal property (which shall remain the property of Subtenant and which shall be removed by Subtenant prior to the expiration or termination of this Sublease) and except as otherwise agreed in writing by Sublandlord and Subtenant, shall become the property of

Sublandlord and shall remain in and be surrendered with the Sublease Premises at the termination of this Sublease. Sublandlord, in its sole and absolute discretion, may elect to require Subtenant to remove from the Sublease Premises any or all Alterations upon the termination of the Sublease, and upon any such election Subtenant shall promptly do so and shall repair all damages occasioned by such removal and return the Sublease Premises to their original condition to Sublandlord’s reasonable satisfaction, normal wear and tear and damage by fire or other casualty or condemnation that is not Subtenant’s obligation to repair excepted, all at Subtenant’s sole cost and expense. Notwithstanding the foregoing, Subtenant may at the time of requesting Sublandlord’s consent to a specific Alteration also request in writing that Sublandlord elect at such time as to whether Sublandlord will require that Subtenant remove such specific Alteration at the expiration or earlier termination of the Sublease; if Subtenant so requests in writing, Sublandlord agrees to elect in writing whether Subtenant must remove such specific Alteration at the same time that Sublandlord approves of the specific Alteration, and unless Sublandlord elects that Subtenant must remove such specific Alteration, then Subtenant shall not be required to remove such specific Alterations.

All Alterations undertaken by Subtenant shall be performed by a contractor approved in advance by Sublandlord, according to plans approved in advance by Sublandlord. Subtenant shall also obtain all permits required in connection with any Alterations undertaken by Subtenant. Subtenant shall cause all work to be done in a good and workmanlike manner using materials equal to or better than those used in the construction of the Sublease Premises and shall comply with or cause compliance with all laws and with any direction given by any public officer pursuant to law, including, without limitation, Title III of the Americans with Disabilities Act of 1990 (“ ADA ”), as the same are in effect on the date hereof and may be hereafter modified, amended or supplemented. During construction, Subtenant or its general contractor shall procure and maintain in effect all insurance coverages required under the Master Lease for construction projects and any additional insurance coverage required by Sublandlord at its reasonable discretion.

Notwithstanding anything to the contrary in this Section 5, Subtenant may make non-structural, non-mechanical and non-electrical Alterations that cost less than Ten Thousand and No/100 ($10,000) in each instance without Sublandlord’s consent; except that if such non-structural Alterations include replacing any carpeting or painting any walls within the Sublease Premises, Subtenant shall obtain Sublandlord’s prior approval of the carpet and/or paint. Subtenant may also install locks and security equipment without Sublandlord’s consent, provided Sublandlord is provided with a copy of all keys or access cards.

Sublandlord’s consent and approval under this Section 5 shall not be unreasonably withheld, conditioned or delayed.

6. Condition of Sublease Premises . By not later than December 3, 2014, Sublandlord shall complete the Sublandlord’s work listed in Exhibit B to this Sublease and shall cause the Sublease Premises to be in broom-clean condition and to be properly decommissioned in accordance with all applicable laws, codes and regulations. Sublandlord shall promptly deliver copies of all decommissioning reports to Subtenant. Within two (2) business days following the Commencement Date, Subtenant and Sublandlord shall together undertake a walk-through

inspection of the Sublease Premises for purposes of confirming that the Sublease Premises are in a broom clean condition (and Sublandlord shall correct any failure to be in such broom clean condition). Subject to the foregoing requirement, Subtenant accepts the Sublease Premises in their condition as of the Commencement Date, AS IS, WHERE-IS, AND WITH ALL FAULTS. Subtenant acknowledges that neither Sublandlord nor any agent of Sublandlord has made any representation as to the condition of the Sublease Premises or their suitability for the conduct of Subtenant’s business. Subtenant and Sublandlord expressly agree that there are and shall be no implied warranties of merchantability, habitability, fitness for a particular purpose or any other kind arising out of this Sublease, and there are no warranties that extend beyond those expressly set forth in this Sublease. For the avoidance of doubt, the provisions in this Section 6 do not relieve Landlord or Sublandlord of their respective maintenance and repair obligations under and as expressly set forth in the Master Lease and this Sublease.

7. Landlord’s and Sublandlord’s Services . Under the Master Lease, Landlord is obligated to provide Sublandlord with certain operating services, maintenance and repairs (collectively, “ Landlord’s Services ”). To the extent Landlord’s Services apply to the Sublease Premises, Subtenant shall have the benefit of such services. Sublandlord has no obligation to furnish any of Landlord’s Services and will not be liable for any disruption or failure of such services; however, Sublandlord will provide Subtenant with at least 24 hours’ prior notice (except in the case of an emergency) if Sublandlord intends to disrupt any such services and use reasonable efforts to schedule such disruptions at a mutually convenient time, and Sublandlord will promptly advise Subtenant if Sublandlord receives notice from Landlord (and promptly following the execution of this Sublease will submit a request to Landlord that Landlord notify Subtenant directly) that Landlord intends to disrupt any such services. Such notices shall be via email, phone or in-person to Geoff Quinn or his designee. Upon receipt of written request from Subtenant, Sublandlord shall make demand upon Landlord to take all appropriate action for the correction of any defect, inadequacy or insufficiency in Landlord’s provision of Landlord’s Services.

Provided that Subtenant’s use is not deemed excessive by the Sublandlord, Subtenant shall have use of the RO/DI water, natural gas, house vacuum (provided Subtenant uses double flask liquid separation), and compressed air (requires piping at Subtenant’s expense) that are available at the Premises, at no additional charge unless otherwise noted. Subtenant understands that no phone system or server capacity exists for Subtenant’s use; Subtenant must contract for such services directly from the phone and internet service providers. Each of Subtenant and Sublandlord shall have access to and the right to use the rack space in the MDF room on the second floor of the Building, and Sublandlord may continue to occupy throughout the Term of the Sublease the rack space that it occupies as of the Commencement Date. Sublandlord shall not be liable for disruption or failure of services listed in this Section 7.

8. Subtenant’s and Sublandlord’s Maintenance and Repairs .

8.1 Maintenance of Sublease Premises . Subtenant shall, at its expense, maintain the Sublease Premises, including, without limitation, all improvements to the Sublease Premises, in their condition as of the Commencement Date and generally in good order, condition and repair to the same extent required of Sublandlord under the Master Lease. For

purposes of clarification, the Sublease Premises extends to the demising walls, structural ceilings, windows, doors and floors, but does not extend beyond, above or below the aforementioned boundaries.

8.2. Repair of Building and Common Areas . Except for repairs required to be made by Landlord under the Master Lease, all repairs to the Premises other than the Sublease Premises shall be coordinated by and through Sublandlord. To the extent the repairs are not paid for from Landlord’s insurance or are not otherwise required to be made by or paid for by Landlord under the terms of the Master Lease, the costs of repair will be paid in the following manner:

(a) The Sublease Premises . Subtenant shall pay for any repairs conducted in the Sublease Premises during the Term, except to the extent that damage was caused by Sublandlord or Landlord or their respective employees, guests or agents.

(b) The Premises other than the Sublease Premises . Subtenant shall pay for any repairs conducted in the Property to the extent that damage was caused by Subtenant or an employee, guest, or agent of Subtenant.

In no event shall Sublandlord or Landlord have any liability or responsibility for repairs with respect to Subtenant’s personal property, fixtures, furniture and equipment, which shall be Subtenant’s sole obligation to insure and repair.

Subtenant shall promptly notify Sublandlord of any condition in the Property that is in need of repair.

9. Use . Subtenant shall use the Sublease Premises for biomedical laboratory research and related general office and administrative services and for no other purposes whatsoever. Subtenant shall comply with the use restrictions and obligations set out in Section 6 and Section 7 of the Master Lease.

10. Signage . Sublandlord, at its cost, shall provide Subtenant with building-standard directory signage, and Subtenant may, at its cost, display signage inside the Sublease Premises and not visible from its exterior (subject to prior approval by Sublandlord, which shall not be unreasonably withheld or delayed, and by Landlord). No other sign, picture, advertisement or notice shall be displayed, inscribed, painted or affixed to any door, wall or woodwork without Sublandlord’s prior consent.

11. Locks . No additional locks shall be placed upon any doors of the Sublease Premises or Premises without Sublandlord’s consent, which shall not be unreasonably withheld or delayed, and Landlord’s consent. At the termination of the Sublease, Subtenant shall surrender to Sublandlord all keys and security cards to the Sublease Premises and Premises.

12. Defaults . Any of the following occurrences shall constitute a default by Subtenant:

12.1 Failure to Pay Money When Due . If Subtenant fails to make any payment of rent, additional security deposit or any other payment required to be made by Subtenant hereunder, as and when due, and such amount remains unpaid for a five (5) day period after Subtenant’s receipt of written notice from Sublandlord.

12.2 Other Breaches . If Subtenant fails to observe or perform any other provision of this Sublease, including compliance with Landlord’s Rules and Regulations, and fails to cure such breach within the twenty (20) day period after Subtenant’s receipt of written notice from Sublandlord; provided, however, that if more than twenty (20) days are reasonably required for such cure then Subtenant shall not be deemed to be in default if Subtenant commences such cure within such 20-day period and thereafter diligently prosecutes such cure and completes the cure within the sixty (60) day period after Subtenant’s receipt of written notice from Sublandlord. However, such cure period shall not apply to Sublandlord’s right to exercise remedies under Section 13.1 with respect to Subtenant’s breach of its obligations to maintain unexpired insurance coverages in full compliance with Sections 5 and 14 of this Sublease.

Sublandlord shall be in default under this Sublease if Sublandlord fails to observe or perform any provision of this Sublease, and fails to cure such breach within the thirty (30) day period after receipt of written notice of default from Subtenant; provided, however, that if more than thirty (30) days are reasonably required for such cure then Sublandlord shall not be deemed to be in default if Sublandlord commences such cure within such 30-day period and thereafter diligently prosecutes such cure and completes the cure within the sixty (60) day period after receipt of written notice of default.

13. Remedies . If Subtenant commits a default under this Sublease, and such default is not cured within the applicable cure period, Sublandlord may do any one or more of the following, in addition to pursuing its remedies under law or the Master Lease:

13.1 Cure the default and charge the costs to Subtenant, in which case Subtenant shall pay such costs as Additional Rent promptly on demand.

13.2 Terminate this Sublease.

13.3 Enter and take possession of the Sublease Premises and remove Subtenant and all other persons and any property from the Sublease Premises, with process of law.

13.4 Hold Subtenant liable for and collect Rent and other indebtedness owed by Subtenant to Sublandlord or rent that would have accrued during the remainder of the term had there been no default, less any sums Sublandlord receives by reletting the Sublease Premises.

13.5 Hold Subtenant liable for that part of the following sums paid by Sublandlord that are attributable to the remainder of the Term:

(a) Customary broker’s fees incurred by Sublandlord in reletting part or all of the Sublease Premises;

(b) The cost of removing and storing Subtenant’s property;

(c) The cost of repairs and alterations reasonably necessary to put the Sublease Premises in a condition reasonably acceptable to a new subtenant; and

(d) Other necessary and reasonable expenses incurred by Sublandlord in enforcing its remedies under this Sublease and/or at law.

Sublandlord shall mitigate its damages by making reasonable efforts to relet the Sublease Premises on reasonable terms. Sublandlord may relet for a shorter or longer period of time than the Sublease Term and make reasonably necessary repairs and alterations. All sums collected from reletting shall be applied first to Sublandlord’s expenses of reletting, and then to the payment of amounts due from Subtenant to Sublandlord under this Sublease.

14. Insurance . During the Term, Subtenant shall maintain with respect to the Sublease Premises, at Subtenant’s sole cost and expense, any and all types and levels of insurance required to be carried by Sublandlord under the Master Lease. In addition, and without limiting the foregoing, Subtenant acknowledges and agrees that it will be required to pay as Additional Rent under Section 3.2 its proportionate share of any insurance that Sublandlord is required to pay for under the Master Lease. Subtenant shall name Sublandlord and Landlord under the Master Lease as additional insureds on its commercial general liability policy and shall provide Sublandlord and Landlord with a Certificate of Insurance certifying said coverage. All insurance carried by Subtenant shall be primary and noncontributory with respect to any insurance carried by Sublandlord or Landlord. Subtenant shall be entitled to all insurance proceeds payable from Subtenant’s insurance with respect to loss of or damage to Subtenant’s trade fixtures, furniture and equipment or other personal property.

A certificate of all insurance coverage described in the preceding providing for 30 days’ notice prior to cancellation will be furnished to Sublandlord in a form satisfactory to Sublandlord prior to the Commencement Date of this Sublease. Not less than thirty (30) days prior to the expiration date of any such policies, new certificates of insurance (bearing notations evidencing the payment of renewal premiums) shall be delivered to Sublandlord. Such policies shall further provide that not less than thirty (30) days written notice shall be given to Sublandlord before such policy may be canceled.

During the Term, Sublandlord shall maintain the types and levels of insurance required to be carried by Sublandlord under the Master Lease.

15. Waiver of Recovery . Notwithstanding anything to the contrary in this Sublease, in connection with this Sublease, Sublandlord and Subtenant each release and relieve the other, and waive their entire rights of subrogation and/or recovery for, loss or damage to property located within or constituting a part or all of the Property to the extent that the loss or damage is covered by (a) the injured party’s insurance, or (b) the insurance the injured party is required to carry under Section 14, whichever is greater. This waiver applies whether or not the loss is due to the negligent acts or omissions of Sublandlord or Subtenant, or their respective officers, directors, employees, agents, contractors, or invitees. Each of Sublandlord and Subtenant shall

have their respective property insurers endorse the applicable insurance policies to reflect the foregoing waiver, provided, however, that the endorsement shall not be required if the applicable policy of insurance permits the named insured to waive rights of subrogation on a blanket basis, in which case the blanket waiver shall be acceptable.

16. Risk . Except as otherwise expressly provided in this Section, all of Subtenant’s personal property of any kind or description whatsoever in the Property shall be at Subtenant’s sole risk. Furthermore, unless and to the extent the damage is caused by the willful misconduct of Subtenant or breach of Subtenant’s obligations under this Sublease beyond applicable cure periods, all of Sublandlord’s personal property of any kind or description whatsoever in the Property shall be at Sublandlord’s sole risk. Subject to any indemnity obligations set out in this Sublease or the Master Lease, Sublandlord and Landlord shall not be liable for any damage done to or loss of such personal property, injury to person or damage or loss suffered by the business or occupation of Subtenant arising from any acts or neglect of co-tenants or other occupants of the Building, or of any other persons, or from bursting, overflowing or leaking of water, sewer or steam pipes, or from the heating or plumbing or sprinkler fixtures, or from electric wires, or from gas, or odors, any defect in or failure of Building equipment; any failure to make repairs; any defect, failure, surge in, or interruption of Building facilities or services; any defect in or failure of Common Areas; broken glass; the collapse of any Building component or caused in any other manner whatsoever unless and to the extent the damage is caused by the willful misconduct of Sublandlord or breach of Sublandlord’s obligations under this Sublease beyond applicable cure periods. Notwithstanding any other provision of this Sublease, and to the fullest extent permitted by law, each party hereby agrees that the other party shall not be liable for injury to the first party’s business or any loss of income therefrom, whether such injury or loss results from conditions arising upon the Sublease Premises or the Property, or from other sources or places including, without limitation, any interruption of services and utilities or any casualty, or from any cause whatsoever (including without limitation a party’s negligence), and regardless of whether the cause of such injury or loss or the means of repairing the same is inaccessible to Sublandlord or Subtenant. Each party may elect, at its sole cost and expense, to obtain business interruption insurance with respect to such potential injury or loss.

17. Indemnification .

17.1 Subject to Section 15 above, Subtenant will defend, indemnify and hold harmless Sublandlord and Landlord from and against any claim, liability or suit, including attorney fees, by any third party for any injury to any person or damage to or loss of property occurring (i) in or about the Sublease Premises, except to the extent such damage is caused by any act, omission, negligence or intentional act of Sublandlord or Landlord or their respective agents, employees, servants, customers, clients, contractors, or invitees, or (ii) on the Property but outside the Sublease Premises to the extent such damage is caused by Subtenant’s negligence or intentional misconduct, or that of its agents, employees, servants, customers, clients, contractors, or invitees.

Subject to Section 15 above, Sublandlord will defend, indemnify and hold harmless Subtenant from and against any claim, liability or suit, including attorney fees, by any third party for any injury to any person or damage to or loss of any property occurring (i) in or about the Sublease

Premises, or (ii) on the Property but outside the Sublease Premises, and, in either event, to the extent such damage is caused by Sublandlord’s negligence or intentional misconduct, or that of its agents, employees, servants, customers, clients, contractors, or invitees, provided, however, that Sublandlord shall have no obligations under this Section 17.1 to the extent such damage is caused by any act, omission, negligence or intentional act of Subtenant or its agents, employees, servants, customers, clients, contractors, or invitees.

For purposes of the indemnification obligations of this Section 17, none of the parties referred to in this Section 17 (Subtenant, Sublandlord and Landlord) shall be an agent, employee, servant, customer, client, contractor, or invitee of any other such party.

The indemnification obligations contained in this Section shall not be limited by any worker’s compensation, benefit or disability laws, and each indemnifying party hereby waives any immunity that the indemnifying party may have under the Industrial Insurance Act, Title 51 RCW and similar worker’s compensation, benefit or disability laws. SUBLANDLORD AND SUBTENANT ACKNOWLEDGE BY THEIR EXECUTION OF THIS SUBLEASE THAT EACH OF THE INDEMNIFICATION PROVISIONS OF THIS SUBLEASE (SPECIFICALLY INCLUDING BUT NOT LIMITED THOSE RELATING TO WORKER’S COMPENSATION BENEFITS AND LAWS) WERE SPECIFICALLY NEGOTIATED AND AGREED TO BY SUBLANDLORD AND SUBTENANT.

17.2 Limitation on Indemnity . In compliance with RCW 4.24.115 as in effect on the date of this Sublease, all provisions of this Sublease pursuant to which Sublandlord or Subtenant (the “ Indemnitor ”) agrees to indemnify the other (the “ Indemnitee ”) against liability for damages arising out of bodily injury to persons or damage to property relative to the construction, alteration, repair, addition to, subtraction from, improvement to, or maintenance of, any building, road, or other structure, project, development, or improvement attached to real estate, including the Sublease Premises, (i) shall not apply to damages caused by or resulting from the sole negligence of the Indemnitee, its agents or employees, and (ii) to the extent caused by or resulting from the concurrent negligence of (a) the Indemnitee or the Indemnitee’s agents or employees, and (b) the Indemnitor or the Indemnitor’s agents or employees, shall apply only to the extent of the Indemnitor’s negligence.

18. Casualty & Condemnation . Under certain circumstances described in the Master Lease, either Landlord or Sublandlord may terminate the Master Lease if there is a fire or other casualty damaging the Building or the Sublease Premises, or if there is a condemnation affecting the Building. Any such termination will automatically terminate this Sublease. Rent will abate in proportion to the loss of use of the Sublease Premises caused by fire or other casualty to the extent Sublandlord is entitled to same under the Master Lease. In the event a fire or other casualty causes substantial damage to the Sublease Premises, and the Sublease Premises are not substantially restored within two hundred ten (210) days to a condition substantially comparable to the condition prior to the casualty, then Subtenant may terminate this Sublease without penalty upon written notice to Sublandlord given within ten (10) days following the end of such two hundred ten (210) day period; if Subtenant provides such timely written notice, then this Sublease shall terminate thirty (30) days following Sublandlord’s receipt of the same unless the Sublease Premises are substantially restored prior to the end of such thirty (30) day period. If all

or a material portion of the Sublease Premises are permanently taken by eminent domain, such that Subtenant may no longer reasonably use the Sublease Premises, then Subtenant may terminate this Sublease effective as of written notice to Sublandlord, which notice must be provided no later than ten (10) days following such taking.

19. Master Lease .

19.1 Good Standing . Sublandlord represents as follows:

(a) To Sublandlord’s actual knowledge, it has properly fulfilled all of its obligations under the Master Lease, it is not in default under the Master Lease, and it has not received notice of any breach or default of the Master Lease by Sublandlord that has not been cured as of the date of this Sublease; and

(b) Attached as Exhibit A to this Sublease is a true, correct and complete copy of the Master Lease, which is in full force and effect and which has not been modified, altered or amended except as set forth therein.

19.2 Subordination . This Sublease is subject and subordinate to the Master Lease, to all ground and underlying leases, and to all mortgages and deeds of trust which may now or hereafter affect the Property, and to any and all renewals, modifications, consolidations, replacements and extensions thereof. Sublandlord agrees not to effect any modification or amendment of the Master Lease that materially and adversely affects the Sublease Premises or the rights or obligations of Subtenant hereunder without the written consent of Subtenant (which consent shall not be unreasonably withheld, conditioned or delayed and shall be deemed granted if not refused within ten (10) days of written request). Subtenant agrees, upon request of Sublandlord, at any time or times, to execute and deliver to Sublandlord any and all instruments as shall be required by Landlord to effect a subordination of this Sublease to the lien of Landlord’s Mortgage (as defined in Section 18 of the Master Lease) in accordance with and subject to the terms of Section 18 of the Master Lease.

19.3 Adherence to Terms of Master Lease . Subtenant agrees to be bound by and fully comply with all obligations and responsibilities of Sublandlord as tenant under the Master Lease to the extent the same relate to the Sublease Premises; provided, however, that the following Sections and Exhibits in the Master Lease shall not apply to this Sublease:

the section titled “Schedule”;

Section 2(a) (except for definitions set out therein which may be useful in interpreting provisions of this Sublease);

Section 2(b);

Section 2(e)(iv) (except that Subtenant shall be entitled to its pro rata share of any overpayment);

Section 3;

Section 8(c);

Section 12;

Section 13;

Section 22;

Section 24;

Section 25(n);

Section 25(o);

Section 25(s);

Section 27;

Section 28;

Addendum No. 1, and Exhibits C, D, E, G, H, I, J and K.

To the extent of any conflict or discrepancy between this Sublease and the Master Lease, as between Sublandlord and Subtenant, this Sublease shall control. Notwithstanding anything herein seemingly to the contrary, Subtenant shall neither do nor permit anything to be done that could cause a default under the Master Lease or that could cause the Master Lease to be terminated or forfeited by reason of any right of termination or forfeiture reserved or vested in Landlord under the Master Lease. Notwithstanding anything herein seemingly to the contrary, Sublandlord shall remain liable for all of its obligations to Landlord under the Master Lease.

Original Tenant previously made a loan to Sublandlord in an initial principal amount of $475,000, which loan amount was subsequently increased to $517,564.43 (the “ Loan ” ). The Loan is currently evidenced by a Restated and Amended Promissory Note dated July 27, 2004 executed by Tenant in favor of Original Tenant. The parties agree that by virtue of becoming a subtenant in the Premises, Subtenant is not obligating itself to repay all or any portion of the Loan.

19.4 Sale of the Building . In the event that the Building is sold to a new owner during the Term of this Sublease, Sublandlord may, at its sole discretion, elect to negotiate a new master lease for the Premises. In such case, the new master lease will substitute for the current Master Lease, and this Sublease shall remain binding in accordance with its terms, and the parties will enter into an amendment to the Sublease to ratify the same; in the ratification amendment, the parties will also make any necessary revisions to Section 19.3. Subtenant acknowledges that the relevant parties are currently negotiating the potential sale of the Building and a potential new master lease, and that Subtenant has been provided with a draft of the potential new master lease (the “Pending Master Lease”), and Subtenant hereby consents to a new master lease substantially in the form of the Pending Master Lease and agrees to confirm its consent in writing concurrently with the execution of this Sublease.

20. Right of Entry . Sublandlord shall have the right to enter the Sublease Premises in accordance with the provisions set forth in Section 11(e) of the Master Lease (provided that the last sentence of Section 11(e) shall not apply to Sublandlord’s right of entry to the Sublease Premises). Except in the case of emergency, Sublandlord shall provide email, telephone or in-person notice of not less than 2 hours for access to the second floor MDF room, and not less than twenty four hours for all other access.

21. Parking . Subtenant shall have the right to rent up to sixteen (16) parking stalls (in an area designated by Sublandlord) at the then-current market rate for parking in the Building (the “ Entitled Parking Stalls ”). Sublandlord shall, in good faith, allocate between Subtenant (at

approximately 50-66%) and Sublandlord (at approximately 33-50%) the total standard (non-compact) parking spaces that are allocated to Sublandlord for the second floor of the Building under the Master Lease. As of the date of mutual execution of this Sublease, the monthly rate for parking is $215.00 per stall or $3,440.00 per month, which shall be paid as Additional Rent. The monthly parking rate may be increased from time to time as set forth in the Section 25(x) of the Master Lease.

Any Entitled Parking Stalls that are not rented and paid for by Subtenant in accordance with this Section 21 may be used by the Sublandlord, but will be returned to the Subtenant for Subtenant’s use at the then-current monthly parking rate not more than thirty (30) days after Subtenant’s written request.

Subtenant shall follow all rules of use for the parking garage that may be established, from time to time, by the Sublandlord Subtenant may elect to terminate its right to use any or all parking stalls upon delivering to Sublandlord sixty (60) days’ prior written notice of its election, which parking stalls thereafter may be used by the Sublandlord.

22. Rules and Regulations . Subtenant shall observe at all times the rules and regulations promulgated by Landlord that are applicable to the Sublease Premises or any occupant thereof.

23. Subletting/Assignment .

23.1 Sublandlord Consent . Subtenant shall not sublet the Sublease Premises or assign this Sublease or any part thereof for any period of time without the prior consent of the Landlord and Sublandlord. Such consent by Sublandlord shall not be unreasonably withheld except: (a) Sublandlord may withhold in its absolute and sole discretion consent to any mortgage, hypothecation, pledge or other encumbrance of any interest in this Sublease or the Sublease Premises by Subtenant, whereby this Sublease or any interest therein becomes collateral for any obligation of Subtenant; (b) Sublandlord may withhold in its absolute and sole discretion consent if Landlord does not consent to the proposed transfer; and (c) Sublandlord may withhold in its absolute and sole discretion consent if Sublandlord determines that the proposed transferee is a business competitor of Sublandlord. It is agreed that any of the following factors, or any other reasonable factor, will be reasonable grounds for Sublandlord deciding whether to consent to Subtenant’s request: (i) the use or occupancy by any proposed assignee, subtenant or other transferee is not consistent with the maintenance and operation of a Class A biotech and office building due to the nature of the proposed occupant’s business or the manner of conducting its business or its experience or reputation in the community, (ii) the use or occupancy by any proposed assignee, subtenant or other transferee is likely to cause disturbance to, or is inconsistent with, the intended use and occupancy of the Building by Sublandlord or other occupants; and (iii) notwithstanding that Subtenant or others remain liable under this Sublease, whether the proposed assignee, subtenant or other transferee has a net worth, financial strength and credit record satisfactory to meet all of the obligations of Subtenant under this Sublease and a history of succession operation. Fifty percent (50%) of all rent or other consideration received by Subtenant from its subtenants in excess of the rent payable by Subtenant to Sublandlord under this Sublease shall be paid to Landlord, and 50% of any sums to be paid by an

assignee to Subtenant in consideration of the assignment of this Sublease shall be paid to Sublandlord, provided that Subtenant shall be entitled to first deduct therefrom Subtenant’s reasonable broker’s fees, legal fees and tenant improvement costs incurred in effecting such sublease or assignment. Notwithstanding the foregoing, Subtenant shall not be required to obtain Sublandlord’s consent to a change of management or ownership as set forth in Section 17(f) of the Master Lease, provided that such entity shall have a net worth equal to or greater than that of the Subtenant at the time of mutual execution of this Sublease (a “ Permitted Transferee ”) and provided that Subtenant provide Sublandlord with (i) unless prohibited by law, thirty (30) days advance notice of such transfer and (ii) documentation evidencing such transfer acceptable to Sublandlord in its reasonable discretion.

23.2 Recapture . In lieu of granting a consent to a proposed sublease, assignment or other transfer (excluding Permitted Transferee transactions), Sublandlord reserves the right to terminate this Sublease or, in the case of a subletting of less than all the Sublease Premises, to terminate this Sublease with respect to such portion of the Sublease Premises, as of the proposed effective date of such subletting or assignment, in which event Sublandlord may enter into the relationship of landlord and tenant with any other person or entity (including the sublessee or assignee proposed by Subtenant) on such terms and conditions as Sublandlord may deem acceptable. Sublandord may exercise its right to recapture under this Section 23.2 by notifying Subtenant of it election in writing within the fifteen (15) days following Sublandlord’s receipt of Subtenant’s request for consent under Section 23.1.

23.3 Effect of Transfer . No subletting, assignment or other transfer (except for a recapture by Sublandlord pursuant to Section 23.2) shall relieve Subtenant of any liability under this Sublease, and no consent to any such transfer shall operate as a waiver of the necessity for consent to a subsequent transfer. Subtenant promptly shall provide Sublandlord with copies of any instruments of transfer.

24. Notice . Any notice regarding a breach of this Sublease or termination thereof shall be in writing and be sent by nationally recognized overnight mail or personally delivered to:

In the case of Sublandlord:

Seattle Biomedical Research Institute

307 Westlake Avenue N, Suite 500

Seattle, WA 98109-5219

Attn: Kent Irwin, Director of Operations & Facilities

Email: kent.irwin@seattlebiomed.org

Or, in the case of Subtenant:

Juno Therapeutics, Inc.

307 Westlake Avenue, N, Suite 300

Seattle, WA 98109-5219

Attention: Dir. of Eng. and Capital Projects


With copy to:		Juno Therapeutics, Inc.
		307 Westlake Avenue, N, Suite 300
		Seattle, WA 98109-5219
		Attention: General Counsel

Notice shall be deemed given when so delivered to Sublandlord or Subtenant (or on the date delivery is refused. Either party may provide for a different address by notifying the other party of said change as provided for herein. Subtenant agrees to deliver to Sublandlord, simultaneously with delivery to Landlord, a copy of any notice, demand, request, consent or approval Subtenant sends to Landlord. Subtenant agrees to promptly deliver to Sublandlord, and Sublandlord agrees to promptly deliver to Subtenant, a copy of any notice, demand, request, consent or approval received from, or sent to, Landlord and not transmitted directly to such other party which is relevant on its face to the rights and obligations hereunder of the other party.

25. Estoppel Certificate . Upon Sublandlord’s request, at any time and from time to time, Subtenant shall execute and deliver to Sublandlord:

25.1 An estoppel in favor of Landlord and Sublandlord in accordance with and subject to the terms of Section 19 of the Master Lease, and

25.2 Within ten (10) business days after receipt of the request, a written instrument, duly executed in favor of Sublandlord:

(a) Certifying that this Sublease has not been amended or modified and is in full force and effect or, if there has been a modification or amendment, that this Sublease is in full force and effect as modified or amended, and stating the modifications or amendments;

(b) Specifying the date to which the rent has been paid under this Sublease;

(c) Stating whether, to Subtenant’s best knowledge, Sublandlord is in default under this Sublease, and, if so, stating the nature of the default; and

(d) Stating the commencement date of the term under this Sublease and whether any option to extend the term has been exercised.

26. Surrender of Sublease Premises . Except as set forth in Section 5 of this Sublease, Subtenant shall, on the last day of the term of this Sublease, or upon any earlier termination, remove all of its furniture, furnishings, personal property and equipment and surrender to Sublandlord the Sublease Premises and all improvements to the Sublease Premises broom clean in good order, condition and state of repair (as good as when received), reasonable wear and tear, damage by fire or other casualty or condemnation that is not Subtenant’s obligation to repair excepted.

27. Holding Over . If Subtenant holds over after expiration or termination of this Sublease without written consent of Sublandlord (which consent may be withheld in Sublandlord’s sole judgment), Subtenant shall be a tenant at sufferance and Subtenant shall pay one hundred seventy-five percent (175%) the fixed minimum monthly rental in effect during the last month hereof and all other charges due hereunder for each month or any part thereof of any such holdover period. No holding over by Subtenant after the term of this Sublease shall operate to extend the Sublease term. In the event of any unauthorized holding over, Subtenant shall indemnify, defend and hold harmless Sublandlord against all costs and claims for direct, indirect and/or consequential damages, including, without limitation, any claims for damages by any other tenant to whom Sublandlord or Landlord may have leased all or any part of the Sublease Premises.

If Subtenant holds over after expiration of the term of this Sublease, or after the Sublease is terminated, with Sublandlord’s prior written consent, Subtenant shall be deemed to be occupying the Sublease Premises under a month-to-month tenancy, and subject to all the terms, covenants and conditions of this Sublease (other than the term), except that Monthly Rent shall be one hundred seventy-five percent (175%) of the Monthly Rent for the last month of the Term and the tenancy shall be terminable by either party on ten (10) days written notice to the other party, effective as of the last day of a calendar month.

28. Consent by Sublandlord . Whenever Sublandlord’s consent or approval is required under this Sublease, such consent or approval may be withheld at Sublandlord’s sole discretion, except as otherwise expressly provided in this Sublease.

29. Successors and Assigns . Subject to the restrictions contained in Section 23, the covenants and conditions contained in this Sublease shall bind the heirs, successors, executors, administrators and assigns of the parties. Sublandlord may freely transfer its interest under this Sublease, and Subtenant agrees to recognize and attorn to any such transferee, provided that Sublandlord shall promptly notify Subtenant in writing of such transfer.

30. Brokers . Sublandlord and Subtenant each represent and warrant to the other that, other than Robert Mooney and Hans Kemp of Flinn Ferguson, which represent Subtenant, and the same Robert Mooney and Kemp, which represent Sublandlord (all of the foregoing, the “Brokers”), it did not deal with any broker or agent in connection with this transaction. Sublandlord shall compensate Flynn Ferguson a real estate fee equal to One Dollar and No/100 ($1.00) per rentable square foot per year of the Sublease Term, which shall represent payment in full for such services. Sublandlord shall indemnify and defend Subtenant against any loss, cost or liability, including, without limitation, attorneys’ fees, in connection with the claims of the Brokers or any other broker or agent arising from Sublandlord’s acts. Likewise, Subtenant shall indemnify and defend Sublandlord against any loss, cost or liability, including, without limitation, attorneys’ fees, in connection with the claims of any other broker or agent arising from Subtenant’s acts.

31. Attorney Fees . In the event legal proceedings are initiated to enforce any provision of this Sublease, to recover any rent due under this Sublease, for the breach of any covenant or condition of this Sublease, or for the restitution of the Sublease Premises to the

Sublandlord and/or eviction of the Subtenant, the substantially prevailing party shall be entitled to recover, as an element of its cost of suit and not as damages, reasonable attorney fees and costs to be fixed by the court.

32. Entire Agreement, Merger and Waiver; Survival . This Sublease supersedes and cancels all previous negotiations, arrangements, offers, agreements or understandings, if any, between the parties. This Sublease expresses and contains the entire agreement of and is the final and complete expression of the parties, and there are no express or implied representations, warranties or agreements between them, except as contained in this Sublease. This Sublease may not be modified, amended or supplemented except by a writing signed by both Sublandlord and Subtenant. No consent given or waiver made by Sublandlord of any breach of Subtenant of any provision of this Sublease shall operate or be construed in any manner as a waiver of any subsequent breach of the same or of any other provision. The following provisions shall survive the expiration or termination of this Sublease, in perpetuity: Sections 4.1, 5, 8.2, 13-17, 19.3, 26, 27, 29, 31-34, 36 and 39.

33. Captions; Usage . The captions of this Sublease are provided for convenience only and shall not be used in construing its meaning. In this Sublease, the singular includes the plural and the plural includes the singular, and the terms “including” and “include” mean including but not limited to.

34. Severability . If any provision of this Sublease is found to be unenforceable, the remainder of this Sublease shall not be affected thereby.

35. Authority . If Subtenant is a corporation or partnership, Subtenant represents and warrants that each individual executing this Sublease on behalf of Subtenant is duly authorized to execute and deliver this Sublease on behalf of Subtenant and that this Sublease is binding upon Subtenant according to its terms. If Subtenant is a corporation, Subtenant represents and warrants that each individual executing this Sublease on behalf of Subtenant was authorized to execute and deliver this Sublease in accordance with a duly adopted resolution of Subtenant’s Board of Directors and Subtenant’s Bylaws. Concurrently with execution of this Sublease, Subtenant shall deliver to Sublandlord such evidence of authorization as Sublandlord may require. Sublandlord warrants that this Sublease has been authorized by all necessary corporate action and that the individual executing below on behalf of Sublandlord is duly authorized.

36. Sublandlord and Subtenant Relationship Only . Nothing contained in this Sublease shall be construed to create the relationship of principal and agent, partnership, joint venture or any association between Sublandlord and Subtenant.

37. Memorandum of Sublease . This Sublease shall not be recorded, and no memorandum of this Sublease shall be recorded.

38. Consent to Sublease by Landlord . Sublandlord’s obligations under this Sublease are subject to the consent of Landlord. Accordingly, it shall be a condition precedent of Sublandlord’s obligations hereunder, to Subtenant’s obligations hereunder, and to the occurrence of the Commencement Date, that Sublandlord has obtained the consent of Landlord.

Sublandlord and Subtenant hereby agree, for the benefit of Landlord, that this Sublease and Landlord’s consent hereto shall not (a) be deemed to have amended the Master Lease in any regard (unless Landlord shall have expressly agreed in writing to such amendment); or (b) be construed as a waiver of Landlord’s right to consent to an assignment of the Master Lease by Sublandlord or any further subletting of the Premises, as and to the extent provided in the Master Lease. If Landlord has not consented to this Sublease, as executed, within thirty (30) days after execution by Subtenant, then Subtenant may terminate this Sublease by written notice to Sublandlord and Subtenant shall be entitled to an immediate return of the Security Deposit if same was previously paid by Subtenant.

39. Environmental .

39.1 “Hazardous Material” means any substance, waste or material which is deemed hazardous, toxic, radioactive, pollutant or a contaminant, under any federal, state or local statute, law, ordinance, rule, regulation, or judicial or administrative order or decision, now or hereafter in effect.

39.2 Subtenant shall not cause or permit any Hazardous Material to be brought upon, kept or used in or about the Sublease Premises, the Building and/or the Land by Subtenant, its agents, employees, contractors, or invitees except in compliance with Subtenant’s Hazardous Materials Program. Subtenant shall prepare a Hazardous Materials Program adapted specifically to the Sublease Premises and shall provide it to Sublandlord for Sublandlord’s approval. Upon written approval from Sublandlord, which shall not be unreasonably withheld or delayed, Subtenant may update and modify its Hazardous Materials Program from time to time as Subtenant deems necessary to reflect changes in Subtenant’s operations in the Sublease Premises, and Subtenant shall deliver copies of any such changes to Sublandlord upon request. Subtenant shall obtain all permits, other than and not including those held by the Sublandlord, required with respect to any Hazardous Materials brought onto the Sublease Premises by Subtenant. All Hazardous Materials shall be used, kept and stored in a manner that complies with Subtenant’s Hazardous Materials Program and with all laws regulating any such Hazardous Material so brought upon or used or kept in or about the Sublease Premises. Notwithstanding the foregoing, Subtenant shall not be in violation of this provision by its use and storage of standard office products which meet the definition of Hazardous Material, if such products and materials are used by Subtenant with due care and in accordance with the instructions of the product manufacturer, in the reasonable and prudent conduct of Subtenant’s business in the Sublease Premises.

39.3 Subtenant shall be liable to Sublandlord for any and all clean-up costs and any and all other charges, fees, and penalties imposed by any governmental authority with respect to Subtenant’s use, disposal, release, transportation, generation and/or sale of Hazardous Materials or other waste materials in or about the Project. Subtenant shall indemnify, defend and save Sublandlord harmless from any and all claims, losses, costs, fees, penalties and charges assessed against, incurred by or imposed upon Sublandlord as a result of Subtenant’s use, disposal, release, transportation, generation and/or sale of Hazardous Materials or other waste materials in or about the Project.

Subtenant shall promptly notify Sublandlord in writing of (i) any notices of violation or potential or alleged violation of any Environmental Law in the Sublease Premises received by Subtenant from any governmental agency; (ii) any inquiry, investigation, enforcement, clean-up, removal or other governmental or regulatory actions instituted or threatened relating to Subtenant’s activities in the Sublease Premises, and (iii) all claims made or threatened by any third-party against Subtenant or the Sublease Premises relating to Subtenant’s activities in the Sublease Premises.

If any release or spill of any Hazardous Materials into the environment, including surface water, groundwater, drinking water supply, land, soil, surface or subsurface strata or the ambient air, where such release or spill is potentially in violation of Environmental Laws or is required to be reported to the Washington State Department of Ecology or other appropriate governmental authority (“Environmental Condition”) occurs in or about the Sublease Premises, Subtenant shall promptly prepare a remediation plan for Sublandlord’s review and approval. Subtenant’s obligation to remediate any Environmental Condition shall not be contingent on an enforcement action by any governmental authority and shall be independent of any governmentally mandated remediation. If Sublandlord approves the plan, then Subtenant shall implement the remediation plan at Subtenant’s sole cost and expense. If the remediation plan is not reasonably acceptable to Sublandlord, or if Subtenant fails to implement the remediation plan within a reasonable period of time, then Subtenant shall reimburse Sublandlord for the actual cost to Sublandlord of performing rectifying work. The reimbursement shall be paid to Sublandlord, upon demand, in advance of Sublandlord’s performing such work, based upon Sublandlord’s reasonable estimate of the cost thereof; and upon completion of such work by Sublandlord, Subtenant shall pay to Sublandlord any shortfall between the estimated payment and the actual costs within thirty (30) days after Sublandlord bills Subtenant therefor or Sublandlord shall within thirty (30) days refund to Tenant any excess deposit, as the case may be.

39.4 Subtenant acknowledges that both Sublandlord and Landlord must approve Subtenant’s Hazardous Materials Program as the same is described above.

39.5 Sublandlord represents to Subtenant that, to the best of Sublandlord’s knowledge (without specific investigation or study), the Sublease Premises as of the Commencement Date are free of Hazardous Materials, except as permitted under Section 27(b) of the Master Lease. Sublandlord shall be liable to Subtenant for any and all clean-up costs and any and all other charges, fees, and penalties imposed by any governmental authority with respect to Sublandlord’s use, disposal, release, transportation, generation and/or sale of Hazardous Materials or other waste materials in or about the Premises. Sublandlord shall indemnify, defend and save Subtenant harmless from any and all claims, losses, costs, fees, penalties and charges assessed against, incurred by or imposed upon Subtenant as a result of Sublandlord’s use, disposal, release, transportation, generation and/or sale of Hazardous Materials or other waste materials in or about the Project.

39.6 Prior to the expiration or earlier termination of the Term, Subtenant shall provide a decommissioning report prepared or reviewed by an independent third party showing Subtenant’s compliance with all decommissioning rules and regulations and demonstrating that the Sublease Premises have been left in a clean and uncontaminated state.

39.7 Subtenant acknowledges that Sublandlord maintains a Washington State Radioactive Materials License for the entire second floor of the Building. Sublandlord shall, prior to Commencement Date, remove all radioactive material from the Sublease Premises and conduct a thorough survey of the Sublease Premises to ensure that no radioactive materials nor contamination remain. Subtenant shall not use radioactive materials at the Sublease Premises without prior written consent of Sublandlord. In the event that Subtenant desires to use radioactive materials, and Sublandlord consents thereto, Sublandlord shall, at its cost, cause the Sublease Premises to be formally removed from its license, and Subtenant shall obtain a Washington State Radioactive Materials License for the Sublease Premises prior to any entry of radioactive materials to the Sublease Premises. Prior to the expiration or earlier termination of the Term, Subtenant shall at its expense remove all radioactive materials and any contamination, terminate its Radioactive Materials License in accordance with WAC 246-221 and provide a copy of a final survey, conducted by the Washington Department of Health, to Sublandlord, showing compliance with all rules and regulations and demonstrating that there is no radioactive contamination and no radioactive materials remain at the Sublease Premises.


SUBLANDLORD:

Seattle Biomedical Research Institute, a Washington nonprofit corporation

By:		/s/ Louis R. Coffman
Name:		Louis R. Coffman
Title:		SVP

SUBTENANT:

Juno Therapeutics, Inc., a Delaware corporation

By:		/s/ Hans Bishop
Name:		Hans Bishop
Title:		CEO


STATE OF WASHINGTON	)
	)	ss.
COUNTY OF KING	)

I certify that I know or have satisfactory evidence that Louis Coffman is the person who appeared before me, and said person acknowledged that s/he signed this instrument, on oath stated that s/he was authorized to execute the instrument and acknowledged it as the SVP of SEATTLE BIOMEDICAL RESEARCH INSTITUTE to be the free and voluntary act of such party for the uses and purposes mentioned in the instrument.


Dated:		11/20/14


		/s/ Alexis Zoulas
		Notary Public
		Print Name Alexis Zoulas
		My commission expires 8/21/18
/stamp/

(Use this space for notarial stamp/seal)


STATE OF Washington	)
	)	ss.
COUNTY OF King	)

I certify that I know or have satisfactory evidence that Hans Bishop is the person who appeared before me, and said person acknowledged that s/he signed this instrument, on oath stated that s/he was authorized to execute the instrument and acknowledged it as the CEO of JUNO THERAPEUTICS, INC. to be the free and voluntary act of such party for the uses and purposes mentioned in the instrument.


Dated:		November 20, 2014


		/s/ Patricia B. Grossbard
		Notary Public
		Print Name Patricia Grossbard
/stamp/		My commission expires 5/12/16

(Use this space for notarial stamp/seal)

EXHIBIT A

MASTER LEASE

(Attached)

LEASE

Between

CHILDREN’S HOSPITAL AND REGIONAL MEDICAL CENTER,

a Washington nonprofit corporation

(Tenant)

and

307 WESTLAKE LLC,

a Washington limited liability company

(Landlord)

TABLE OF CONTENTS


		Page
1.	LEASE AGREEMENT		4
2.	RENT		4
3.	DELIVERY OF POSSESSION AND SURRENDER OF PREMISES		9
4.	PROJECT SERVICES		12
5.	ALTERATIONS AND REPAIRS		13
6.	USE OF PREMISES		15
7.	GOVERNMENTAL REQUIREMENTS AND BUILDING RULES		16
8.	INDEMNIFICATION; WAIVER OF IMMUNITY; INSURANCE		16
9.	FIRE AND OTHER CASUALTY		19
10.	EMINENT DOMAIN		20
11.	RIGHTS RESERVED TO LANDLORD		20
12.	TENANT’S DEFAULT		22
13.	LANDLORD REMEDIES		22
14.	SURRENDER		23
15.	HOLDOVER		23
16.	SUBORDINATION TO GROUND LEASES AND MORTGAGES		23
17.	ASSIGNMENT AND SUBLEASE		24
18.	CONVEYANCE BY LANDLORD		25
19.	ESTOPPEL CERTIFICATE		25
20.	FORCE MAJEURE		25
21.	[INTENTIONALLY OMITTED]		25
22.	NOTICES		26
23.	QUIET POSSESSION		26
24.	REAL ESTATE BROKER		26
25.	MISCELLANEOUS		27
26.	UNRELATED BUSINESS INCOME		29
27.	HAZARDOUS MATERIALS		29
28.	TELECOMMUNICATION LINES AND EQUIPMENT		30
29.	LIMITATION ON LANDLORD LIABILITY		32
30.	ADDITIONAL LEASE TERMS		34

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LEASE

(Children’s Hospital and Regional Medical Center)

THIS LEASE (the “ Lease ”) is made as of November 8, 2002, between 307 WESTLAKE LLC , a Washington limited liability company (the “ Landlord ”), and the Tenant named in the Schedule below. The term “ Project ” means the building (the “ Building ”) and the land (the “ Land ”) located at 307 Westlake Avenue North in Seattle, King County, Washington and legally described on Exhibit F attached hereto. “ Premises ” means that part of the Project leased to Tenant described in the Schedule and outlined on Exhibit A .

RECITALS

1. The Landlord is a Washington limited liability company and is presently comprised of three members, Harbor Properties, Inc. (“ Harbor ”), City Investors VI L.L.C. (“ City Investors ”), and Seattle Biomedical Research Institute (“ SBRI ”), (collectively the “ Members ”). Harbor is the Manager of Landlord.

2. The Landlord plans to construct the Building on the Land, and desires to lease the Premises to Tenant, and Tenant desires to lease the Premises from Landlord, as provided in this Lease.

The following schedule (the “ Schedule ”) is an integral part of this Lease. Terms defined in this Schedule shall have the same meaning throughout the Lease.

SCHEDULE

Tenant : Children’s Hospital and Regional Medical Center, a Washington nonprofit corporation (“ CHRMC ”). CHRMC shall have the right prior to the Commencement Date to assign its entire interest in this Lease to Children’s Health Care System (“System”) or to an entity formed specially for this Purpose. Upon such assignment and the assignee’s written assumption of Tenant’s obligations under this Lease, CHRMC shall be released from any further obligations under this Lease; provided, however, that if the assignee is such a special-purpose entity, CHRMC or the System shall, as a condition of such assignment, execute and deliver to Landlord an absolute and unconditional guaranty of the assignee’s obligations under this Lease, on a form meeting Landlord’s approval, not to be unreasonably withheld.

Premises : Floors 2 and 3 in the Building.

Rentable Square Feet of the Premises : 47,477 Rentable Square Feet (“ RSF ”), per ANSI/BOMA Z65.1-1996) allocated as follows:

24,681 RSF (2 ^nd Floor Laboratory and Office)

22,796 RSF (3 ^rd Floor Laboratory and Office)

The foregoing are present estimates of the RSF contemplated to be developed in the Building for Tenant’s use. After the shell of the Building and the Premises have been substantially completed, the RSF of the Premises and the Building will be subject to verification which shall be performed by Landlord’s architect. The verification shall be made pursuant to ANSI/BOMA Z65.1-1996. Landlord’s architect shall certify the RSF of the Premises by completing and executing two copies of the form attached hereto as Exhibit G and delivering a copy to Landlord and Tenant. Landlord shall also furnish copies of all of its calculations and work papers relating to the verification, to Landlord and Tenant. The certification shall be subject to review and approval by Landlord and Tenant, which approval shall not be unreasonably withheld. However, Tenant shall have the right to subject all or part of Landlord’s architect’s verification to independent review. The independent review shall be at Tenant’s expense, unless it is determined (after final resolution of the RSF determination)

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that Landlord’s architect’s determination exceeded the correctly determined RSF by more than 1% of the correctly determined RSF, in which event Landlord shall pay the costs of such independent review. The Building’s other major tenant (Seattle Biomedical Research Institute) (“SBRI”) shall also have the right to review and challenge Landlord’s RSF determination. In the event SBRI challenges Landlord’s RSF determination, Landlord shall give Tenant notice of such challenge, and Tenant shall have the right to review SBRI’s determination end participate in the approval of the revised RSF (and, if applicable, in the arbitration of any dispute concerning the RSF determination). If Tenant challenges Landlord’s determination, SBRI will have a reciprocal right to participate in and approve Tenant’s challenge. Upon Landlord’s, Tenant’s and SBRI’s approval of Landlord’s architect’s certification (or upon an arbitrator’s final decision regarding the RSF), Landlord and Tenant shall replace Exhibit G with a new Exhibit G setting forth the revised RSF. Disputes over the verified RSF shall be Subject to the dispute resolution provisions of Section 7 of Exhibit D .

Tenant’s Proportionate Share : 42.3% (based upon a total of approximately 112,138 RSF in the Building) subject to recalculation upon completion of construction and confirmation as provided in Exhibit G .

Security Deposit/Letter of Credit : None.

Tenant’s Real Estate Broker for this Lease : The Seneca Real Estate Group, Inc. (“Tenant’s Broker”).

Landlord’s Real Estate Broker for this Lease : Alexander Commercial Real Estate (“Landlord’s Broker”).

Tenant Improvements : See Exhibit D .

Term : Approximately thirteen (13) years plus 100 days from the Commencement Date (See Section 3 ) (subject to the three (3) Options to Extend for five (5) years set forth in Addendum No. 1 to the Lease).

Commencement Date : See Section 3 . Landlord and Tenant shall execute a Commencement Date Confirmation substantially in the form of Exhibit E promptly following the Commencement Date.

Rent Commencement Date . 100 days after the Commencement Date, Base Rent shall commence on the Rent Commencement Date. All other Rent shall commence on the Commencement Date. If the Rent Commencement Date falls on any day other than the first day of a calendar month, Rent for the fraction of a month shall be prorated at the Rent Commencement Date based upon the actual number of days in such fractional month.

Termination Date : See Section 3 and Exhibit E .

Base Rent :


First Lease Year (use components)	Annual Rental Rate	Monthly Base Rent	Annual Base Rent
Laboratory/Office	$35.50	$140,452.79	$1,685,433.50

The foregoing rent schedule is subject to recalculation upon completion of construction when the Premises are measured pursuant to Section C of this Schedule. The Monthly Base Rent and Annual Base Rent shall be increased at the beginning of the Fourth, Seventh, Tenth and Thirteenth Lease Years by an amount that is equal to Eight and three quarters percent (8.75%) of the amount of Monthly Base Rent and Annual Base Rent payable for the preceding month and Lease Year respectively.

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Appendices and Addendum :


Addendum 1	-	Additional Lease Terms
Exhibit A	-	Plan of the Premises
Exhibit B	-	Rules and Regulations
Exhibit C	-	Landlord’s Work
Exhibit D	-	Tenant’s Work
Exhibit E	-	Confirmation of Commencement Date
Exhibit F	-	Legal Description
Exhibit G	-	Confirmation of Rentable Square Feet
Exhibit H	-	Certificate of Delivery of Possession
Exhibit I	-	[Intentionally omitted]
Exhibit J	-	Common Areas
Exhibit K	-	Project and TI Schedule
Exhibit L	-	Shared Facilities Space

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1. LEASE AGREEMENT . On the terms stated in this Lease, Landlord leases the Premises to Tenant, and Tenant leases the Premises from Landlord, for the Term beginning on the Commencement Date and ending on the Termination Date unless extended or sooner terminated pursuant to this Lease. In addition, Tenant shall have the nonexclusive right to use the Common Areas in the Project in common with Landlord and any other tenants. “Common Areas” are identified and shown on Exhibit J attached hereto.

2. RENT

(a) Types of Rent . Tenant shall pay the following Rent, without notice demand, deduction or offset (except as specifically set forth herein) in the form of a check to Landlord at the following address:

c/o Harbor Properties, Inc.

500 Union Street, Suite 200

Seattle, WA 98101

or by wire transfer as follows:

U.S. Bank

1420 Fifth Ave.

Seattle, WA 98101


Account:		1535 9079 5438
Name:		Harbor Properties, Inc. Dep.
ABA#:		125000105

or to such other address as Landlord may notify Tenant:

(i) “ Base Rent ” in monthly installments in advance, on or before the first day of each month of the Term from and after the Rent Commencement Date in the amount set forth in Section M of the above Schedule.

(ii) “ Operating Cost Share Rent ” which shall mean an amount equal to the Tenant’s Proportionate Share of the Operating Costs for the applicable fiscal year of the Lease, paid monthly in advance in an estimated amount. Definitions of Operating Costs and Tenant’s Proportionate Share, and the method for billing and payment of Operating Cost Share Rent are set forth in Sections 2(c) and 2(d) . Tenant acknowledges that this Lease is, in all respects, considered to be a net Lease and it is the intent of the parties that Tenant shall pay Tenant’s Proportionate Share of the Operating Costs relating to the Project.

(iii) “ Tax Share Rent ” which shall mean an amount equal to the Tenant’s Proportionate Share of the Taxes for the applicable fiscal year of this Lease, paid monthly in advance in an estimated amount, from and after the Commencement Date. A definition of Taxes and the method for billing and payment of Tax Share Rent are set forth in Sections 2(c) and 2(d) .

(iv) “ Additional Rent ” which shall mean the amount of all costs, expenses, liabilities, and amounts which Tenant is required to pay under this Lease, excluding Base Rent, Operating Cost Share Rent, and Tax Share Rent, but including any interest for late payment of any item of Rent.

(v) “ Rent ” as used in this Lease means Base Rent, Operating Cost Share Rent, Tax Share Rent and Additional Rent. Tenant’s agreement to pay Rent is an independent covenant, with no right of setoff, deduction or counterclaim of any kind except as specifically provided expressly to the contrary in this Lease.

(b) Security Deposit . None.

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(i) Payment of Estimated Operating Cost Share Rent and Tax Share Rent . Landlord shall estimate the Operating Costs and Taxes of the Project by January 1 of each fiscal year, or as soon as reasonably possible thereafter. Landlord may revise these estimates whenever it obtains more accurate information, such as the final real estate tax assessment or tax rate for the Project; provided that such revision shall not occur more frequently than two (2) times per fiscal year. Within ten (10) days after receiving the original or revised estimate from Landlord, Tenant shall pay Landlord one-twelfth (1/12th) of Tenant’s Proportionate Share of this estimate, multiplied by the number of months that have elapsed in the applicable fiscal year to the date of such payment including the current month, minus payments previously made by Tenant for the months elapsed. On the first day of each month thereafter, Tenant shall pay Landlord one-twelfth (1/12th) of Tenant’s Proportionate Share of this estimate, until a new estimate becomes applicable.

(ii) Correction of Operating Cost Share Rent . Landlord shall deliver to Tenant a report for the previous fiscal year (the “ Operating Cost Report ”) by April 1 of each year, or as soon as reasonably possible thereafter setting forth (a) the actual Operating Costs incurred for the prior fiscal year, (b) the total amount of Operating Cost Share Rent due from Tenant for the prior fiscal year, (c) the amount of Operating Cost Share Rent paid by Tenant for the prior fiscal year, and (d) the total amount of Operating Cost Share Rent then due from Tenant or due to Tenant if Tenant has overpaid. Within twenty (20) days after such delivery, Tenant shall pay to Landlord the amount due minus the amount paid. If the amount paid exceeds the amount due, Landlord shall refund the excess to Tenant when it delivers the Operating Cost Report.

(iii) Correction of Tax Share Rent . Landlord shall deliver to Tenant a report for the previous fiscal year (the “ Tax Report ”) by April 1 of each year, or as soon as reasonably possible thereafter, setting forth (a) the actual Taxes for the prior fiscal year, (b) the total amount of Tax Share Rent due from Tenant for the prior fiscal year, (c) the amount of Tax Share Rent paid by Tenant for the prior fiscal year, and (d) the total amount of Tax Share Rent then due from Tenant or due to Tenant if Tenant has overpaid. Within twenty (20) days after such delivery, Tenant shall pay to Landlord the amount due from Tenant minus the amount paid by Tenant. If the amount paid exceeds the amount due, Landlord shall refund the excess to Tenant when it delivers the Tax Report.

(d) Definitions .

(i) Included Operating Costs . “Operating Costs” means any expenses, costs and disbursements of any kind other than Taxes and other items excluded below, paid or incurred by Landlord in connection with the management, maintenance, operation, insurance, repair and other related activities in connection with any part of the Project and of the personal property, fixtures, machinery, equipment, systems and apparatus used in connection therewith, including the cost of providing those services and utilities required to be furnished by Landlord under this Lease. Operating Costs shall also include amortization over their useful life of the costs of any capital improvements which have a reasonable expectation of reducing Operating Costs, improving safety or enhancing the Project, and those made to keep the Project in compliance with Governmental Requirements that take effect from time to time after the Commencement Date (collectively, “ Included Capital Items ”). Neither Included Capital Items nor Operating Costs shall include any structural additions, modifications to increase rentable area or other capital improvements that enhance the Project unless Tenant has approved the expenditures and their inclusion in Operating Costs in advance.

If the Project is not fully occupied during any portion of any fiscal year, Landlord may reallocate (an “ Equitable Adjustment ”) certain types of Operating Costs so that Tenant pays what it would have paid had the Project been fully occupied. This Equitable Adjustment shall apply only to Operating Costs which vary with occupancy rates and therefore increase as occupancy of the Project increases (such as janitorial services in the areas occupied by tenants). The Equitable Adjustment shall not apply to Taxes, repairs or Maintenance to the Building as a whole, insurance, or other items that do not vary with occupancy. Landlord may incorporate the Equitable Adjustment in its estimates of Operating Costs provided that it includes a reasonably detailed explanation of how the Equitable Adjustment was calculated. Landlord may not use the Equitable Adjustment to recover more than 100% of its out of pocket costs.

(ii) Excluded Operating Costs . Operating Costs shall not include:

(1) costs of alterations of tenant premises;

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(2) interest and principal payments on mortgages or any other debt costs (including costs of negotiating or obtaining such loans), or rental payments on any ground lease of the Project;

(3) real estate brokers’ leasing commissions or expenses of marketing the Project;

(4) legal fees and space planner fees;

(5) any cost or expenditure for which Landlord is reimbursed, by insurance proceeds or otherwise, except by Operating Cost Share Rent;

(6) the cost of any service furnished to any tenant of the Project which Landlord does not provide to Tenant;

(7) depreciation (except on any Included Capital Items in which case the costs thereof shall be depreciated over the useful life of the Included Capital Item as provided in (d)(i) above and only the annual depreciation expense may be included in Operating Costs);

(8) income, business and occupation, capital, stock, succession, transfer, franchise, gift, estate or inheritance taxes imposed upon Landlord or the Project, except to the extent the tax is in lieu of all or any part of Taxes;

(9) costs of correcting defects in the initial design, equipment or construction of the Building (as opposed to the cost of normal repair, maintenance and replacement expected with the new construction materials and equipment installed in the Building);

(10) the wages or benefits of any employee for services not related directly to the management, maintenance, operation and repair of the Project;

(11) Landlord’s general corporate overhead and general and administrative expenses;

(12) Any and all costs (including but not limited to costs of investigation; monitoring or remediation) arising from the presence of Hazardous Materials (as defined in Section 27 below) in, on or about the Project including without limitation, Hazardous Materials in the ground water or soil existing as of the date of this Lease;

(13) Costs of any special services, utilities or capital improvements rendered to individual tenants (including Tenant) for which a special direct charge is or may be made;

(14) Any cost representing an amount paid to a person, firm, corporation or other entity related to or affiliated with Landlord which is in excess of the amount which would have been paid in an arms length transaction with an unrelated person, firm, corporation or other entity;

(15) Lease payments for rental equipment (other than equipment for which depreciation is properly charged as an Operating Cost which would constitute a major capital expenditure if the equipment were purchased);

(16) Cost of acquiring sculptures, paintings and other objects of art exceeding $.05 per square foot, per year, amortized over 5 years;

(17) Governmental fines, penalties or interest imposed upon Landlord resulting solely from the actions of Landlord or another tenant.

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(18) Landlord’s charitable or political contributions or contributions to local or neighborhood marketing, public relations or advocacy groups or associations, or costs arising therefrom;

(19) Any other cost or expense which, under generally accepted accounting principles and practices consistently applied, would not generally be regarded as a maintenance or operating expense;

(20) Costs for construction or modifications for compliance, or penalties assessed for non-compliance, with the Americans with Disabilities Act of 1990 (42 U.S.C. §§1281-83) except that Operating Costs may include, costs of alterations or modifications required to comply with any amendments to such act that are enacted after the Commencement Date, as provided in (d)(i) above; and

(21) Impact fees, traffic mitigation payments or other expenses assessed by any governmental authority in connection with designing permitting or developing the Project (other than Landlord’s reasonable and necessary costs to comply with the Transportation Management Plan dated April 29, 2002, a copy of which has been furnished to Tenant, which shall be included as Operating Costs).

(iii) Taxes . “ Taxes ” means any and all taxes, assessments and charges of any kind, general or special, ordinary or extraordinary, levied against the Project, which Landlord shall pay or become obligated to pay in connection with the ownership, leasing, renting, use, occupancy, control or operation of the Project or of the personal property, fixtures, machinery, equipment, systems and .apparatus used in connection therewith. Taxes shall include real estate taxes, personal property taxes, sewer rents, water rents, special or general assessments, transit taxes, ad valorem taxes, and any tax levied on the rents hereunder or the interest of Landlord under this Lease (the “ Rent Tax ”). Taxes shall also include all fees and other costs and expenses paid by Landlord in reviewing any tax and in seeking a refund or reduction of any Taxes, provided that such expenses shall not exceed the cost savings achieved.

If possible, taxes and assessments shall be paid in the maximum number of installments permitted by the taxing authority. For any year, the amount to be included in Taxes (a) from taxes or assessments payable in installments, such as real estate taxes, shall be the amount of the installments (with any interest) due and payable during such year, and (b) from all other Taxes, shall at Landlord’s election be the amount accrued, assessed, or otherwise imposed for such year or the amount due and payable in such year. Any refund or other adjustment to any Taxes by the taxing authority, shall apply during the year in which the adjustment is made and Tenant shall be entitled to a refund of its Proportionate Share thereof even if the Lease has terminated.

Taxes shall not include any (except Rent Tax) income, business and occupations, capital, stock, succession, transfer, franchise, gift, estate or inheritance tax, except to the extent the taxing authority expressly indicates that such tax is in lieu of all or any part of Taxes. Taxes shall also not include impact fees, traffic mitigation payments or other expenses assessed by any governmental authority in connection with designing, permitting or developing the Project.

(iv) Lease Year . “ Lease Year ” means each consecutive twelve-month period beginning with the Commencement Date, except that if the Commencement Date is not the first day of a calendar month, then the first Lease Year shall be the period from the Commencement Date through the final day of the twelve (12) months after the first day of the following month, and each subsequent Lease Year shall be the twelve (12) months following the prior Lease Year.

(v) Fiscal Year . “ Fiscal Year ” means the calendar year, except that the first fiscal year and the last fiscal year of the Term may be a partial calendar year.

(e) Computation of Base Rent and Rent Adjustments .

(i) Prorations . If the Rent Commencement Date or Commencement Date, as the case may be, occurs on a day other than the first day of a month, the Base Rent, Operating Cost Share Rent and Tax Share Rent shall be prorated for such partial Month based on the actual number of days in such month. If the Rent Commencement Date or Commencement Date, as the case may be, occurs on a day other than the first day, or ends on a day other than the last day, of the fiscal year, Operating Cost Share Rent and Tax Share Rent shall be prorated for the applicable fiscal year.

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(ii) Default Interest . Any sum due from Tenant to Landlord not paid when due and remaining unpaid five (5) days after Landlord’s notice to Tenant shall bear interest from the date due until paid at the higher of (a) the prime or similar rate published by The Wall Street Journal plus five percent (5%), or (b) twelve percent (12%) per annum, but not in excess of the highest lawful rate permitted on judgments under applicable laws, calculated from the original due date thereof to the date of payment in full. With respect to monthly payment of Rent, the provision for notice shall apply only to the first late payment in any 12-Month period. Any additional late payments of Rent in such 12-Month period shall be subject to default interest from the due date, without regard to notice.

(iii) Rent Adjustments . If any Operating Cost paid in one fiscal year relates to more than one fiscal year, Landlord shall proportionately allocate such Operating Cost among the related fiscal years.

(iv) Books and Records . Landlord shall maintain books and records reflecting the Operating Costs and Taxes in accordance with generally accepted accounting principles consistently applied, and sound management practices. Provided that Tenant notifies Landlord of its intent to conduct such audit or inspection within sixty (60) days following the delivery of the Operating Cost Report or the Tax Report (as applicable), Tenant and its accountants or advisors shall have the right to inspect or audit Landlord’s records at Landlord’s office in the City of Seattle upon at least seventy-two (72) hours prior notice during Normal Business Hours, provided that such auditor inspection is completed within sixty (60) days after the date of such notice. Unless Tenant sends to Landlord any written exception to either such report within said sixty (60) day period, such report shall be deemed final and accepted by Tenant. Tenant shall pay the amount shown on both reports in the manner prescribed in this Lease, whether or not Tenant takes any such written exception, without any prejudice to such exception. Tenant shall pay the cost of its audit or inspection unless Landlord’s original determination of annual Operating Costs or Taxes overstated the amounts thereof by more than five percent (5%). If such audit reveals an overpayment of five percent (5%), and Landlord does not successfully dispute such audit, Landlord shall refund such excess within thirty (30) days of Landlord’s receipt of the audit report.

If the audit or inspection reveals any overpayment by Tenant and Landlord disputes the accuracy thereof then Landlord and Tenant shall meet with their respective accountants so that Landlord can explain Landlord’s accounting records and its procedures with respect to Operating Costs and the parties shall attempt in good faith to resolve any dispute. If the parties cannot agree on a resolution of the dispute then either party may submit the results of the audit or inspection to arbitration as provided herein, within thirty (30) days after the date of such meeting, by written notice to the other party identifying which items in the audit or inspection are in dispute.

The arbitrator shall be an independent certified public accountant agreed upon by the parties. The arbitrator shall be from a reputable firm that has not provided accounting, auditing or consulting services to either party or the members or affiliates thereof during the prior three (3) years. If Landlord and Tenant have not selected a mutually acceptable arbitrator within ten (10) days after the notice of arbitration is delivered, then either party may request that the Seattle Office of JAMS, Inc., or its successor, or another commercial arbitration service select an arbitrator meeting the requirements set forth above.

Within, ten (10) days after selection, the arbitrator shall be provided a copy of those portions of the audit report relevant to the disputed items and any other written information which either Landlord or Tenant believes is necessary for the arbitrator to review in order to fairly resolve the disputed items. The arbitrator shall issue its decision within thirty (30) days of its appointment. The decision of such arbitrator shall be binding, and the costs of the arbitrator shall be borne by the non-prevailing party (which as used in this Section shall mean the party whose position on disputed items did not prevail by more than 50%, based on the total dollar amounts at issue in the aggregate).

The results of any inspection or audit of Operating Coats shall be treated by Tenant, its audit representative, and their respective employees, accountants, attorneys and consultants as confidential, and shall not be discussed with nor disclosed to any third party other than any other tenant of the Project that may have joined in the inspection or audit, any arbitrator appointed pursuant to this Section or in connection with any court order or other legal requirement.

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(v) Miscellaneous . If this Lease is terminated for any reason prior to the annual determination of Operating Cost Share Rent or Tax Share Rent, either party shall pay the full amount due to the other within fifteen (15) days after delivery of the Operating Cost report or Tax Report, as the case may be, subject to inspection and audit as provided above. Landlord may commingle any payments made with respect to Operating Cost Share Rent or Tax Share Rent, without payment of interest.

3. DELIVERY OF POSSESSION AND SURRENDER OF PREMISES

(a) Commencement Date. The Term of the Lease shall commence when all of the following have occurred (“Commencement Date”):

(i) March 22, 2004 (“Target Substantial Completion Date”). The Target Substantial Completion Date is subject to extension by reason of Tenant Delay and Force Majeure;

(ii) Substantial Completion of the Shell and Core, as defined in Section 1.4 of Exhibit D; and

(iii) 191 days after the TI Ready Shell Delivery Date (“ Tenant Work Period ”). The Tenant Work Period is subject to extension by reason of Landlord Delay and Force Majeure.

(b) Schedules . Landlord and Tenant acknowledge that Landlord’s Work (as defined in Exhibit C ) and Tenant’s Work (as defined in Exhibit D ) will in part proceed simultaneously and each party and its contractors shall cooperate in good faith to minimize disruption to the other party during the course of construction. Landlord and Tenant and their contractors have mutually prepared a coordinated list of key construction milestone dates for the Landlord’s Work and Tenant’s Work, which is attached hereto as Exhibit K (the “ Project and TI Schedule ”). Landlord and Tenant shall use diligent efforts to develop and construct their respective work in accordance with the Project and TI Schedule, and shall keep each other regularly informed about the progress of their respective work against the Project and TI Schedule.

(c) Landlord Delivery of TI Ready Shell; Tenant’s Work; Substantial Completion . Landlord shall use diligent efforts to develop and construct the Project in accordance with the Project and TI Schedule, including the delivery to Tenant of the TI Ready Shell, as defined in Exhibit K , on or before August 22, 2003, for Floor 2, and on or before September 12, 2003, for Floor 3 (“ Target TI Ready Shell Dates ”). The Target TI Ready Shell Dates are subject to extension for Force Majeure. Landlord’s delivery of the TI Ready Shell shall be evidenced by Landlord’s general contractor’s delivery to Landlord and Tenant of an executed certificate substantially in the form attached as Exhibit H . The date on which Landlord has delivered the TI Ready Shell as to both floors is the “ TI Ready Shell Delivery Date ”. Upon the TI Ready Shell Delivery Date, Tenant shall commence and complete Tenant’s Work in accordance with Exhibit D and the Project and TI Schedules. Landlord shall use diligent and reasonable efforts to achieve Substantial Completion of the Shell and Core by the Target Substantial Completion Date.

(d) Landlord and Tenant Delay; Force Majeure .

(i) Landlord Delay shall result in the extension of the TI Work Period and the milestones for Tenant’s Work in the Project and TI Schedule to the extent and in the manner described in this Section 3. Tenant Delay shall result in the extension of the Target Substantial Completion Date and the obligation to commence paying Base Rent early, to the extent and in the manner described in this Section 3. Such extensions shall be calculated on a day-for-day basis for each day of delay, and shall reflect the mitigation principles in Section 3(d)(v), below.

(ii) Subject to the provisions of Section 3(d)(iv) below, Landlord Delay shall occur if Landlord does not meet the Target TI Ready Shell Date for Floor 2 or Landlord’s Work does not proceed following the TI Ready Shell Delivery Date in accordance with the Project and TI Schedule, for reasons other than Force Majeure or Tenant Delay, or if Landlord or Landlord’s GC otherwise unreasonably interferes with or impedes Tenant’s Work.

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(iii) Subject to the provisions of Section 3(d)(iv) below, Tenant Delay shall occur if Tenant’s Work does not proceed in accordance with the Project and TI Schedule for reasons other than Force Majeure or Landlord Delay, or if Tenant or Tenant’s GC otherwise unreasonably interfere with Landlord’s Work.

(iv) Tenant or Landlord shall notify the other in writing promptly upon, and in any event not less than 10 business days after, discovery of a Landlord Delay or Tenant Delay, as the case may be, or a delay caused by Force Majeure, as defined in Section 20 (“ Delay Notice ”). The Delay Notice shall indicate the nature of the delay, the resulting effect on the Project and TI Schedule, and the applicable extension sought for any Work period, Project and TI Schedule dates or other dates in this Section 3. If the recipient of the Delay Notice does not notify the sender of its disagreement with the Delay Notice within 10 days of the Delay Notice, then Landlord Delay, Tenant Delay or a Force Majeure delay, as the case may be, shall be deemed to occur in accordance with the Delay Notice, with the indicated resulting effect. If the recipient notifies the sender that it disagrees with the Delay Notice, the parties shall attempt in good faith to resolve the dispute. If the parties cannot agree on a resolution of the dispute then either party may submit the dispute to mediation and arbitration as provided in Section 7 of Exhibit D .

(v) In any event, the determination of the existence and duration of Landlord Delay, Tenant Delay end Force Majeure delay shall take into account reasonable efforts on the part of the affected party to mitigate the effect of the delay in its Work. However, the affected party shall not be required to incur overtime expense or other extraordinary expense, to change contractors or subcontractors, or to substitute materials or otherwise materially change the TI Plans or Shell and Core Plans, as the case may be, in such event.

(e) Early Possession; Delay in TCO . Landlord will use reasonable efforts to allow Tenant to begin equipment move-in on March 1, 2004, and shall use reasonable efforts to obtain a temporary certificate of occupancy for the shell and core (“ Shell TCO ”) on or before March 8, 2004, (“ Target Shell TCO Date ”), but such dates are goals and failure to meet such goals shall not result in any penalties to Landlord. Landlord shall use diligent, reasonable efforts to accommodate Tenant’s desire to move equipment and Tenant’s personal property in on such dates; to coordinate such efforts, Tenant shall provide Landlord with an advance copy of its proposed move in schedule. If the Shell TCO is not available on or before the later of (i) the Commencement Date, and (ii) the Target Shell TCO Date, except to the extent caused by Tenant Delay, and Tenant’s ability to move in commencing 15 days prior to the Commencement Date is substantially adversely affected, taking into account diligent, reasonable measures by Tenant to mitigate that effect, then the Rent Commencement Date (as it may have been extended in accordance with other provisions of this Section 3) shall be extended on a day-for-day basis, following the notice procedures in Section 3(d)(iv) above.

(f) Early Base Rent if Tenant Delay . If and to the extent that Tenant Delay causes Landlord to fail to deliver the Substantially Complete Shell and Core by the later of the original Target Substantial Completion Date and the expiration of the Tenant Work Period, then notwithstanding the failure of the Commencement Date to occur, Tenant’s obligation to commence paying Base Rent shall accrue as though such Tenant Delay did not cause a delay in the Substantial Completion Date, and the amount of Base Rent payable by Tenant on the Rent Commencement Date shall be increased by the amount of such accrued Base Rent.

(g) Rent Relief if Landlord Delay . If the Commencement Date does not occur on the Target Substantial Completion Date (i.e., the original Target Substantial Completion Date, as it may be extended by Tenant Delay or Force Majeure), then the Rent Commencement Date (as it may have been extended in accordance with other provisions of this Section 3) shall be extended as follows: One day of delay in the Rent Commencement Date shall accrue for each of the first 15 days after the Target Substantial Completion Date, and two days of such delay shall accrue for each day thereafter through the Commencement Date. However, no days of delay of the Rent Commencement Date shall accrue to the extent the delay in the Commencement Date is due to an extension of the Tenant Work Period due to Force Majeure, whether occurring before or after the TI Ready Shell Delivery Date.

Example 1. Assume that the Target Substantial Completion Date were extended to April 1, 2004 due to Tenant Delay or Force Majeure, the expiration of the Tenant Work Period were extended to April 21, 2004, and the Substantial Completion Date were April 14, 2004. In that case the Commencement Date would be April 21, 2004, and the Rent Commencement Date would be delayed by 25 days (15 + (2 x5)).

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Example 2. Assume the same facts as Example 1, except that 6 days of the extension of the Tenant Work Period were due to Force Majeure, so that, absent such Force Majeure, the Tenant Work Period would have only been extended to April 15, 2004. In that case, the Commencement Date would still be April 21, 2004, and the Rent Commencement Date would be delayed by 14 days (the number of days between April 1 and April 15).

Example 3. Assume the same facts as Example 2, except that 18 days of the extension of the Tenant Work Period were due to Force Majeure, so that, absent such Force Majeure, the Tenant Work Period would have only been extended to April 3, 2004. In that case, the Commencement Date would still be April 21, 2004, and the Rent Commencement Date would be delayed by 2 days (the number of days between April 1 and April 3).

Example 4. Assume the same facts as Example 3, except that there were no extension of the Tenant Work Period. In that case, the Commencement Date would be April 14, 2004, and the Rent Commencement Date would be delayed by 13 days (the number of days between April 1 and April 14).

(h) Excuse From Rent Delay . Notwithstanding Section 3(g) above, to the extent that the failure of the Commencement Date to occur by the Target Substantial Completion Date is attributable to Landlord’s failure to meet the TI Ready Shell Delivery Date, no days of extension of the Rent Commencement Date shall accrue if and to the extent that Tenant had not (i) entered into a construction contract for Tenant’s Work or (ii) obtained a building permit necessary for the commencement of Tenant’s Work prior to the TI Ready Shell Delivery Date.

(i) Rent Relief if Delay in Shared Facilities Completion . As described in the Addendum, an integral and critical component of Tenant’s operations in the Premises are the “Commencement Shared Facilities”. Accordingly, if and to the extent that the Commencement Shared Facilities are not complete as described in the “Shared Facilities Agreement” (except to the extent such delay is due to Tenant Delay or Force Majeure) by the Commencement Date, the Rent Commencement Date (as it may have been extended in accordance with other provisions of this Section 3) shall be extended on a day for day basis. Except as provided in Paragraph 6 of Addendum 1; after the Commencement Shared Facilities are complete, Landlord shall have no further obligation under this Lease with respect to the Shared Facilities.

(j) Tenant’s Right to Terminate . In the event the Substantial Completion Date has not occurred on or before August 31, 2004 (which date shall be extended on a day for day basis by Force Majeure and Tenant Delay), Tenant shall have the right to terminate this Lease by written notice at any time prior to the Substantial Completion Date, and receive from Landlord liquidated damages in the amount of $2,000,000 payable within 30 days of such notice.

(k) Mutual Right to Terminate . In the event the TI Ready Shell Delivery Date does not occur on or before on or before August 1, 2004, due to Force Majeure, either Party shall have the right to terminate this Lease by written notice to the other, and neither party shall have any further rights or obligations hereunder. In the event the Substantial Completion Date does not occur on or before March 1, 2005, either party shall have the right to terminate this Lease by written notice to the other at any time prior to the Substantial Completion Date; provided, however, that the date after which Landlord or Tenant shall have the right to terminate this Lease shall be extended by each day of Landlord Delay or Tenant Delay, as the case may be. In the event of such termination, neither party shall have any further rights or obligations hereunder; provided, however, that if Landlord elects to so terminate, and Tenant has installed valuable tenant improvements, fixtures or equipment in the Premises, Landlord shall pay Tenant the market value of Tenant’s improvements (except to the extent previously paid for pursuant to the Allowance in Exhibit D ) in “as is” condition, within 90 days after the date of termination. If the parties are unable to agree on such market value, the parties shall attempt in good faith to resolve the dispute. If the parties cannot agree on a resolution of the dispute then either party may submit the dispute to mediation and arbitration as provided in Section 7 of Exhibit D .

(l) Tenant’s Possession . If Landlord authorizes Tenant to take possession of any portion of the Premises for purposes of doing business and Tenant commences business in any part of the Premises prior to the Commencement Date, all terms of this Lease shall apply to such pre-Term possession, including Base Rent at the rate set forth for the First Lease Year in the Schedule prorated for any partial month and for the number of RSF so occupied (provided, however, that Tenant shall not be obligated to pay such Base Rent until 100 days after commencing business in such portion or portions of the Premises) Tenant’s access to the Premises prior to the Commencement Date for the purpose of moving in and installing partitions, hardware, furniture, supplies, Fixed Equipment and Moveable Equipment, as described in Section 3(e) or otherwise, shall not constitute “commencing business” for purposes of this paragraph.

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(m) Lease Termination Date . Subject to Tenant’s Extension Options set forth in Paragraph 1 of Addendum 1, and unless earlier terminated pursuant to the terms of this Lease, if the date which is thirteen (13) years plus 100 days from the Commencement Date is the last day of a month, such date shall be the Termination Date. If such date is not the last day of the month, the Termination Date shall be the last day of the month in which such date falls.

(n) Maintenance . Throughout the Term, Tenant shall maintain the Premises in their condition as of the Commencement Date or upon completion of Tenant’s Work or any later Tenant’s Alterations as permitted by this Lease, loss or damage caused by the elements, ordinary wear, and fire and other casualty excepted, and at the termination of this Lease, or Tenant’s right to possession, Tenant shall return the Premises to Landlord in broom-clean condition. To the extent Tenant fails to perform either obligation, Landlord may, but need not, restore the Premises to such condition and Tenant shall pay the reasonable cost thereof.

4. PROJECT SERVICES .

Landlord shall furnish, and Tenant shall be entitled to its Proportionate Share of (relative to that of other Building occupants sharing in each such service) services as follows:

(a) Heating and Air Conditioning . Landlord shall furnish heating and air conditioning to provide a comfortable temperature (meeting the specifications set forth in the Shell & Core Plans as defined in Exhibit C ) for normal business operations to the Premises 24 hours a day 7 days a week subject to periodic maintenance, repair or other minor interruptions in service for safety or health reasons. If Tenant installs equipment which adversely affects the temperature maintained by the air conditioning system, Landlord may install supplementary air conditioning units in the Premises, and Tenant shall pay to Landlord upon demand as Additional Rent the cost of installation, operation and maintenance thereof.

(b) Elevators . Landlord shall provide non-attended passenger elevator service and freight elevator service for normal business operations to the Premises 24 hours a day 7 days a week to Tenant in common with Landlord and all other tenants. All such elevator service shall be subject to periodic maintenance, repair or interruptions in service for safety and health reasons; provided Landlord shall use best efforts to provide at least one (1) operable passenger elevator at all times.

(c) Electricity . Landlord shall provide sufficient electricity to operate HVAC equipment, normal office lighting and office, laboratory and other equipment consistent with the following parameters: 1.2 watts per rentable square foot for lighting throughout the Premises and twenty-five (25) watts per rentable square foot for office, laboratory and other equipment. Tenant shall not install or operate in the Premises any electrically operated equipment or other machinery, other than machines and equipment normally employed for the permitted uses under Section 6 in a normal density which do not require high electricity consumption for operation, without obtaining the prior written consent of Landlord. Tenant’s electrical use shall be separately metered and Tenant shall pay to the electrical utility or supplier prior to delinquency the costs for all such electrical usage, or if such use cannot be separately metered it shall be submetered and Tenant shall reimburse Landlord as Additional Rent for the actual cost of its submetered consumption based upon Landlord’s actual cost of electricity.

(d) Water and Sewer . Landlord shall furnish hot and cold tap water for drinking and toilet purposes and waste water lines with taps for access by Tenant. The Premises shall be submetered for water consumption. Tenant shall reimburse Landlord as Additional Rent for the actual cost of its sub metered consumption based upon Landlord’s actual cost of water. Such Additional Rent shall be in addition to Tenant’s obligations pursuant to Section 2(a)(ii) to pay its Proportionate Share of Operating Costs.

(e) Janitorial Service . Landlord shall furnish janitorial service to the Common Areas similar to that furnished in comparable office and laboratory buildings within the City of Seattle. Landlord shall not be required or permitted to provide janitorial service to Tenant’s Premises, and Tenant shall contract with a provider for such services at Tenant’s cost and expense, which provider shall first be approved by Landlord, which approval shall not be unreasonably withheld, delayed or conditioned.

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(f) Interruption of Services . If any of the Building equipment or machinery providing the services for which Landlord is responsible pursuant to this Section 4 cease to function properly for any cause whatsoever, Landlord shall use reasonable diligence to repair the same promptly. Landlord shall use best efforts to commence repairs within 24 hours of receipt of written notice from Tenant identifying any malfunction or interruption. Provided Landlord uses reasonable diligence, Landlord’s inability to furnish the Project services set forth in this Section 4 due to causes beyond its control, or any cessation thereof resulting from any causes beyond its control, including any entry for repairs necessitated by such causes, and any resulting renovation, redecoration or rehabilitation of any area of the Building, shall not render Landlord liable for damages to either person or property or for interruption or loss to Tenant’s business, nor be construed as an eviction of Tenant, nor work an abatement of any portion of Rent, nor relieve Tenant from fulfillment of any covenant or agreement hereof.

(g) Repairs and Maintenance . Landlord shall repair and maintain the Project in a condition and repair comparable to other Class A office projects (excluding those areas that Tenant is required to repair and maintain), including but not limited to (i) the roof and structural portions of the Building, (ii) the exterior walls of the Building, including gutters and downspouts, glass and glazing, (iii) those portions of the sewer, water, gas, telephone, power lines and meters, mechanical, electrical, plumbing, heating, ventilating and air-conditioning equipment, ducts and appurtenances and life safety serving the Project not located within the Premises even if exclusively serving the Premises, (iv) Common Areas, and (v) the parking garage.

(h) Mezzanine Meeting Room . Landlord shall construct, improve and furnish, at its cost, a Building meeting room containing approximately 1,000 RSF on the mezzanine level of the Building, for use by Building tenants as provided herein. The meeting room shall be made available at no charge to tenants in the Building, with use based on each tenant’s Proportionate Share of the Building. The reasonable costs of operating the meeting room shall be included in Operating Costs of the Building.

(i) Building Security and Life Safety Systems . The Shell and Core Plans include a building security system and fire alarm and related life safety systems. Landlord shall install those portions of such systems as identified in the Shell and Core plans. Tenant shall install the portions of such systems as are described in Tenant’s Work. Landlord shall maintain such systems in good working order and repair as intended by the design and specifications thereof, except for such specialized systems as are installed in the Premises by Tenant (e.g., Tenant’s separate fire suppression system), which shall be maintained by Tenant at Tenant’s sole cost.

(j) Inclusion in Operating Costs . All of the services provided by Landlord pursuant to this Section 4 shall be included as Operating Costs, unless specifically excluded in this Section 4 or in Section 2(d)(ii).

5. ALTERATIONS AND REPAIRS .

(a) Landlord’s Consent and Conditions . Tenant shall not make any material improvements or alterations to the structural, mechanical or electrical portions of the Premises (the “ Tenant’s Alterations ”) without in each instance submitting plans and specifications and the proposed contractor for the Tenant’s Alterations to Landlord and obtaining Landlord’s prior written consent, which shall not be unreasonably withheld, conditioned or delayed. Landlord may withhold its consent in its sole discretion for any Tenant’s Alterations which (a) impacts the base structural components or systems of the Building, (b) impacts any other tenant’s premises, or (c) is visible from outside the Premises. Further, as a condition to its consent Landlord may require Tenant to remove such Tenant’s Alterations or changes to the Premises upon the expiration or earlier termination of the Term and to restore the Premises to the condition they were in prior to such Tenant’s Alterations, including restoring any damage resulting from such removal, all at Tenant’s expense. If Landlord elects to have Tenant remove any item of Tenant’s Alterations, it shall do so in writing at the time it approves the Tenant’s Alterations and Tenant shall have the option not to proceed with the proposed item of Tenant’s Alterations. This Section 5(a) shall not apply to Tenant’s construction of its initial tenant improvements which shall be governed by Exhibit D .

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Tenant shall reimburse Landlord for actual out-of-pocket costs incurred for review of the plans for Tenant’s Alterations. Tenant shall pay for the cost of all Tenant’s Alterations. All Tenant’s Alterations shall become the property of Landlord upon its installation, except for Tenant’s trade fixtures and any other items that Tenant identifies as removable at the time it submits its Tenant’s Alterations plans for approval.

The following requirements shall apply to all Tenant’s Alterations:

(i) Prior to commencement, Tenant shall furnish to Landlord building permits (if required by applicable law) and certificates of insurance as required by this Lease.

(ii) Tenant shall use good faith efforts to perform all Tenant’s Alterations so as to maintain peace and harmony among other contractors serving the Project and shall use good faith efforts to minimize unreasonable interference with other work to be performed or services to be rendered in the Project. Within two (2) days after notice by Landlord to Tenant that the performance of Tenant’s Alterations is unreasonably interfering with other work or services being rendered in the Project, Tenant shall take such action as is required to eliminate such unreasonable interference. Should Tenant fail to cure such unreasonable interference within such two-day period, Tenant shall be liable for any costs or expenses incurred by Landlord as a result of such unreasonable interference.

(iii) The Tenant’s Alterations shall be performed in a good and workmanlike manner, shall be consistent with the quality of work in the initial tenant improvements approved by Landlord pursuant to Exhibit D , and shall comply with all insurance requirements and all applicable governmental laws, ordinances and regulations (“ Governmental Requirements ”).

(iv) Tenant shall use good faith efforts to perform all Tenant’s Alterations so as to minimize or prevent disruption to or interference with other tenants, and Tenant shall comply with all reasonable requests of Landlord in response to complaints from other tenants.

(v) [intentionally omitted].

(vi) If Landlord and Tenant agree to permit Landlord or its employees or contractors to perform all or a portion of Tenant’s Alterations, Landlord will be entitled to a reasonable fee to be agreed upon in each case. If Landlord is not permitted to perform Tenant’s Alterations, Landlord may nevertheless review or inspect all of Tenant’s Alterations during normal business hours, at Landlord’s sole cost.

(vii) Upon completion of any Tenant’s Alterations costing in excess of fifty thousand dollars ($50,000) (increasing by $2,500 at the beginning of each Lease Year), Tenant shall furnish Landlord with contractor’s affidavits and full and final statutory waivers of liens, as-built plans and specifications, and receipted bills covering all labor and materials, and all other close-out documentation reasonably required by Landlord.

(b) Damage to Systems . If any part of the mechanical, electrical or other systems in the Premises that are required to be maintained by Landlord shall be damaged by Tenant or its contractors, Tenant shall promptly notify Landlord, and Landlord shall repair such damage. Landlord may also at any reasonable time make any repairs or alterations which Landlord deems necessary for the safety or protection of the Project, and shall make all repairs and alterations required to comply with any Governmental Requirement applicable to the Project except to the extent Tenant is obligated to make such repair or alteration as required by this Lease. Tenant shall at its expense make all other repairs to the Premises and Tenant’s fixtures and personal property, so as to keep the same in good order, condition and repair; to the extent Tenant fails to do so, Landlord may make such repairs itself after providing Tenant with at least ten (10) days prior written notice. The cost of any repairs made by Landlord on account of Tenant’s default, or on account of the mis-use or neglect by Tenant or its invitees, contractors or agents anywhere in the Project, shall become Additional Rent payable by Tenant on demand.

(c) No Liens . Tenant has no authority to cause or permit any lien or encumbrance of any kind to affect Landlord’s interest in the Project; any such lien or encumbrance shall attach to Tenant’s interest only. If any mechanic’s lien shall be filed or claim of lien made for work or materials furnished to Tenant, then Tenant shall at its expense within ten (10) days after receiving notice of the

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filing thereof either discharge or contest the lien or claim. If Tenant contests the lien or claim, then Tenant shall (i) within such ten (10) day period, provide Landlord adequate security for the lien or claim, (ii) take steps to contest the lien or claim in good faith by appropriate proceedings that operate to stay its enforcement, and (iii) pay promptly any final adverse judgment entered in any such proceeding. If Tenant does not comply with these requirements, Landlord may discharge the lien or claim, and the amount paid, as well as attorney’s fees and other expenses incurred by Landlord, shall become Additional Rent payable by Tenant on demand.

(d) Ownership of Improvements . Except as provided in Section 5(a), all Tenant’s Work and Tenant’s Alterations, partitions, hardware and Fixed Equipment (as defined in Schedule D-1 to Exhibit D ) constructed in the Premises shall be owned by Tenant. Upon the termination of the Lease for all or any portion of the Premises, all Tenant’s Work and Tenant’s Alterations, partitions, hardware, Fixed Equipment and all other improvements and all fixtures (except for Tenant’s Moveable Equipment, as defined in Schedule D-1 to Exhibit D ) located in the Premises, or any portion thereof, shall be surrendered to Landlord with the Premises, or any portion thereof unless Tenant has requested and Landlord has consented to Tenant’s removal of any portion thereof. Tenant may remove Tenant’s furniture, Moveable Equipment and other items of personal property that are not attached to the Premises at any time without notice to or approval by Landlord.

(e) Removal at Termination . Upon the termination of this Lease or Tenant’s right of possession Tenant shall remove from the Project its furniture, Moveable Equipment and other personal property, including any Tenant’s Alterations required to be removed pursuant to Section 5(a) . Tenant shall repair all damage caused by the installation or removal of any of the foregoing items. If Tenant does not remove such property prior to the termination of this Lease or Tenant’s right of possession, then Tenant shall be conclusively presumed to have, at Landlord’s election (i) conveyed such property to Landlord without compensation or (ii) abandoned such property, and Landlord may dispose of or store any part thereof in any manner at Tenant’s sole cost, without waiving Landlord’s right to claim from Tenant all expenses arising out of Tenant’s failure to remove the property, and without liability to Tenant or any other person. Landlord shall have no duty to be a bailer of any such personal property. If Landlord elects abandonment, Tenant shall pay to Landlord; upon demand, any reasonable expenses incurred for disposition (net of any proceeds received by Landlord).

6. USE OF PREMISES . Tenant shall use the Premises only for biomedical laboratory research, and general office and administrative services and for no other purpose. Except as specifically provided for in this Section 6 , the Premises shall not be used for any other purpose without Landlord’s prior written consent which consent may not be unreasonably withheld, conditioned or delayed by Landlord; provided , however , that in no event shall any portion of the Premises be used for a vivarium for animals larger than rodents. At either’s request, Landlord and Tenant shall cooperate and assist each other in developing and implementing a communications plan for the Project and Tenant’s use of the Premises, including any uses that may be deemed controversial. The reasonable costs to develop or implement a communications plan with respect to a Tenant use that is deemed controversial shall be paid by Tenant; provided that any such costs shall be reasonably allocated between Tenant and any other tenant whose use is addressed by the communications plan. Except as permitted above, Tenant shall not allow any use of the Premises which will negatively affect the cost of coverage of Landlord’s insurance on the Project. Tenant shall not allow any inflammable or explosive liquids or materials to be kept on the Premises except as authorized and permitted under Section 27 of this Lease. Except as permitted above, Tenant shall not allow any use of the Premises which would unreasonably interfere with any other tenant or with the operation of the Project by Landlord. Tenant shall not permit any nuisance or waste upon the Premises or allow any offensive noise or odor in or around the Premises to emanate outside of the Premises. Subject to events beyond Landlord’s control or for safety or health reasons, Tenant and its employees shall have access to the Premises 24 hours per day, 7 days a week.

Tenant shall comply, at Tenant’s cost, with any and all applicable provisions of the April 29, 2002 Transportation Management Plan, a copy of which has been supplied to Tenant.

If any governmental authority shall deem the Premises to be a “place of public accommodation” under the Americans with Disabilities Act (“ADA”) or any other comparable law as a result of Tenant’s use, Tenant shall either modify its use to cause such authority to rescind its designation or be responsible for any alterations, structural or otherwise, required to be made to the Building or the Premises under such laws. If any governmental authority shall deem any portion of the Project (other than the Premises) to be a

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“place of public accommodation” under the ADA or any other comparable law as a result of the uses permitted under applicable laws and the Master Use Permit or other land use permits for the Project, Landlord shall be responsible for, at its cost, any alterations, structural or otherwise, required to be made to the Building (other than the Premises) under such laws. Landlord agrees that Landlord’s Work in the Premises shall comply with the ADA.

7. GOVERNMENTAL REQUIREMENTS AND BUILDING RULES . Tenant shall comply with all Governmental Requirements applying to its particular use of the Premises. Tenant shall also comply with all reasonable rules established for the Project from time to time by Landlord, provided the same are not inconsistent with the provisions of this Lease. The present rules and regulations are contained in Exhibit B . Failure by another tenant to comply with the rules shall not relieve Tenant of its obligation to comply with the rules or make Landlord responsible to Tenant in any way. Landlord shall use reasonable efforts to apply the rules and regulations uniformly with respect to Tenant and all other tenants in the Building. Landlord shall comply with all Governmental Requirements applicable to design, construction and operation of the Project, except to the extent that such compliance is the obligation of Tenant under this Lease.

8. INDEMNIFICATION; WAIVER OF IMMUNITY; INSURANCE

(a) Indemnification . Tenant shall indemnify, defend and hold harmless Landlord and its members, managers, officers, directors, employees and agents (not including any other tenants) against any claim by any third party for injury to any person or damage to or loss of any property occurring in the Project to the extent arising from the use of the Premises by Tenant or from any other act or omission or negligence of Tenant or any of Tenant’s employees, invitees, guests, agents or contractors. Tenant’s obligations under this section shall survive the termination of this Lease.

Landlord shall indemnify, defend and hold harmless Tenant and its officers, directors, employees and agents against any claim by any third party for injury to any person or damage to or loss of any property to the extent arising in the Common Areas except to the extent caused by Tenant, or any of Tenant’s employees, invitees, guests, agents or contractors or against any act or omission or negligence of Landlord or any of Landlord’s employees, agents (not including any other tenants) or contractors. Landlord’s obligations under this section shall survive the termination of this Lease.

(b) Waiver of Immunity . EACH OF LANDLORD AND TENANT HEREBY WAIVES ITS IMMUNITY WITH RESPECT TO THE PARTIES INDEMNIFIED UNDER THE PRECEDING PARAGRAPHS UNDER THE INDUSTRIAL INSURANCE ACT (RCW TITLE 51) AND/OR THE LONGSHOREMAN’S AND HARBORWORKER’S ACT AND/OR ANY EQUIVALENT ACTS AND EXPRESSLY AGREES TO ASSUME POTENTIAL LIABILITY FOR ACTIONS BROUGHT AGAINST AN INDEMNIFIED PARTY BY THE INDEMNIFYING PARTY’S EMPLOYEES. THIS WAIVER SHALL APPLY TO THE MINIMUM EXTENT NECESSARY TO GIVE EFFECT TO THE INTENT OF THE FOREGOING INDEMNIFICATION PROVISIONS, HAS BEEN SPECIFICALLY NEGOTIATED BY THE PARTIES TO THIS LEASE AND EACH PARTY HAS HAD THE OPPORTUNITY TO, AND HAS BEEN ENCOURAGED, TO CONSULT WITH INDEPENDENT COUNSEL REGARDING THIS WAIVER .

(c) Risk Management Option . Landlord hereby consents to Tenant’s right to comply with and satisfy the obligations contained in Section 8(d) as to maintenance of policies of insurance by maintaining its current risk management program, as it may be modified from time to time, (“Risk Management Program”) in lieu of actually obtaining the applicable insurance policies provided in Section 8(d), provided such Risk Management Program includes a self insured retention and/or deductible of no more than $2 million, Tenant provides to Landlord certificates of insurance with evidence of insurance coverage above the $2 million, and Tenant maintains Net Assets as described below. If (i) Tenant’s Risk Management Program does not comply with the above sentence, or (ii) if Tenant’s Total Net Assets fails below Two Hundred Million Dollars ($200,000,000) or Tenant’s Unrestricted Net Assets falls below One Hundred Fifty Million Dollars ($150,000,000) (the “Non-Compliance Period”), then the right of Tenant to insure pursuant to its Risk Management Program shall terminate, and during the Non-Compliance Period, Tenant shall comply with all of the obligations set forth in the Lease respecting insurance to be maintained by Tenant without its Risk Management Program. As used herein, “Total

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Net Assets” means the excess of total assets over total liabilities, as determined by audited financial statements, and “Unrestricted Net Assets” means Total Net Assets less temporarily or permanently restricted assets under generally accepted accounting principles. If Tenant elects to maintain its Risk Management Program pursuant hereto, Tenant shall have all of the obligations and liabilities of an insurer and the remaining provisions of the Lease relating to insurance coverage, indemnity, insurance proceeds, waiver of subrogation and the like shall apply with respect to Tenant as they would with respect to an insurer (and, without limiting the generality of the foregoing, such self-insurance shall provide the same benefits and protections as provided in the current edition of the relevant insurance forms provided through the Insurance Services Office (“ISO”), with coverage equivalent to or broader than the coverages under such ISO forms), all as if Tenant had maintained the insurance required to be maintained by Tenant under the Lease without self-insurance.

If Tenant fails or refuses to maintain any insurance required while in a Non-Compliance Period and does not procure the proper insurance, Landlord may, at its option, ten (10) days after written notice to Tenant, procure insurance for Landlord’s benefit and/or interests and any and all premiums paid by Landlord therefor shall be deemed Additional Rent and shall be due on demand. Landlord will not be responsible to procure insurance for Tenant’s interests and/or benefit.

(d) Tenant’s Insurance . Except as provided by Section 8(c) above, Tenant shall maintain insurance as follows, with such other terms, coverages and insurers, as Landlord shall reasonably require from time to time:

(i) Commercial General Liability Insurance, on an “occurrence” basis, with (a) Premises and Operations Liability, (b) Personal and Advertising Injury, (c) Contractual Liability including the indemnification provisions contained in Section 8(a) of this Lease, (d) a severability of interest endorsement, and (e) limits of not less than Two Million Dollars ($2,000,000) per occurrence and not less than Two Million Dollars ($2,000,000) in the aggregate for bodily injury and property damage. Landlord shall be named as an additional insured on this policy. Coverage will extend to the indemnification by Tenant to Landlord as set forth in this Agreement. Any deductible or self-insured retention must be commercially reasonable and must be disclosed to Landlord.

(ii) Business Automobile Liability, including coverage for owned, non-owned, leased or hired vehicles providing a minimum limit for Bodily Injury and Property Damage of One Million Dollars ($1,000,000) combined single limit each accident.

(iii) Umbrella liability coverage in an amount of not less than Ten Million Dollars ($10,000,000) providing excess liability over the Commercial General Liability and Business Auto Liability Insurance; provided, however, the umbrella coverage need not provide excess coverage over the Business Auto Liability policy as long as the limit of Tenant’s Business Auto Liability coverage is at least $1 million per occurrence, with no aggregate limit; and provided further that Landlord waives the requirement of umbrella liability coverage, as long as Tenant maintains the primary layer of Commercial General Liability Coverage of $15 million or more.

(iv) Property Insurance on the “Causes of Loss – Special Form” (I.S.O. 1991 version or as amended) for all risk of physical loss or damage, covering 100% of the replacement cost of Tenant’s personal property, business income and all Tenant’s improvements and fixtures installed in the Premises by Tenant. Tenant waives all rights of subrogation, and Tenant’s property insurance shall include a waiver of subrogation in favor of Landlord. Tenant shall furnish Landlord with a certificate of insurance as required in the Insurance Certificates section of this Lease.

(v) Statutory Workers’ compensation or similar insurance in form and amounts required by law, and Employer’s Liability with not less than the following limits:


Each Accident	$	1,000,000
Disease—Policy Limit	$	1,000,000
Disease—Each Employee	$	1,000,000

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Tenant’s insurance shall be primary and not contributory to that carried by Landlord, its agents, or mortgagee. Landlord, and, if Tenant is so notified, Landlord’s building manager or agent and ground lessor, shall be named as additional insureds as respects to insurance required of the Tenant in Section 8(d)(i) on a form generally used in the insurance industry. The company or companies writing any insurance which Tenant is required to maintain under this Lease, as well as the form of such insurance, shall at all times be subject to Landlord’s reasonable approval, and any such company shall be licensed to do business in the state in which the Building is located. Such insurance companies shall have a A.M. Best rating of A VI or better.

(e) Tenant Contractor’s Insurance . Tenant shall cause any general contractor of Tenant performing substantial work on the Premises to maintain insurance as follows:

(i) Commercial General Liability Insurance on an occurrence basis including, but not limited to, contractual Liability, Owner’s and Contractor’s Protective, and Products/Completed Operations Liability*, in the following minimum limits of liability.


Bodily Injury and Property Damage:		$2,000,000/each occurrence
		$2,000,000/aggregate

* Products/Completed Operations Liability Insurance is to be provided for a period of at least three (3) years after completion of work.

Coverage should include protection for Explosion, Collapse and Underground Damage.

(ii) Statutory workers’ compensation or similar insurance required by law, and Employer’s Liability with not less than the following limits:


Each Accident	$	1,000,000
Disease—Policy Limit	$	1,000,000
Disease—Each Employee	$	1,000,000

(iii) Business Automobile Liability, coverage providing a minimum limit for Bodily Injury and Property Damage of One Million Dollars ($1,000,000) combined single limit each accident.

This insurance will apply to all owned, non-owned, leased or hired automobiles to be used by the Contractor in the completion of the work.

(iv) Umbrella liability coverage in an amount of not less than Ten Million Dollars ($10,000,000) providing excess liability over the Commercial General Liability and Business Auto Liability Insurance.

Tenant’s contractor’s insurance shall be primary and not contributory to that carried by Tenant, Landlord, their agents or mortgagees. Tenant and Landlord, and if any, Landlord’s building manager or agent, mortgagee or ground lessor shall be named as additional insured on Tenant’s contractor’s insurance policies on Form CG2010 11/85 (ISO) or equivalent. The company or companies writing any insurance which Tenant’s contractor is required to maintain under this Lease, as well as the form of such insurance, shall at all times be subject to Landlord’s reasonable approval, and any such company shall be licensed to do business in the state in which the leased premises is located. Such insurance companies shall have an A.M. Best rating of A-VI or better.

(f) Insurance Certificates . With respect to each such policy or agreement, Tenant shall deliver to Landlord certificates with respect to such insurance, in a customary form used by Tenant, evidencing all required insurance at least thirty (30) days prior to the expiration of such insurance and no later than five (5) days prior to Tenant’s occupancy of the Premises, and prior to each renewal of this Lease (if any). Each certificate will provide for thirty (30) days prior written notice of cancellation or non-renewal to Landlord and Tenant.

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(g) Landlord’s Insurance . Landlord shall carry the following insurance:

(i) Property insurance on the Project (including all fixtures, machinery and equipment initially installed by Landlord) on the “Causes of Loss – Special Form” including, at Landlord’s option, coverage against damage by earth movement (either by endorsement or by a separate policy), boiler and machinery coverage and rental income. Landlord’s property insurance shall include coverage for the full 100% replacement cost of the insured property on an agreed amount basis and increased cost of construction coverage and shall not include a co-insurance clause. Landlord waives all rights of subrogation, and Landlord’s property insurance shall include a waiver of subrogation in favor of Tenant.

(ii) Commercial General Liability Insurance, with (a) Contractual Liability including the indemnification provisions contained in Section 8(a) of this Lease, (b) a severability of interest endorsement, (c) limits of not less than One Million Dollars ($1,000,000) per occurrence and not less than Two Million Dollars ($2,000,000) in the aggregate for bodily injury and property damage.

(iii) Umbrella liability coverage in an amount of not less than Five Million Dollars ($5,000,000) providing excess liability over the Commercial General Liability Insurance.

(iv) Statutory Workers’ compensation or similar insurance in form required by law, and Employer’s Liability with not less than the following limits:


Each Accident	$	1,000,000
Disease—Policy Limit	$	1,000,000
Disease—Each Employee	$	1,000,000

(v) Business Automobile Liability including coverage for owned, non-owned, leased or hired vehicles providing a minimum limit for Bodily Injury and Property Damage of $1,000,000 combined single limit each accident.

(vi) Upon Tenant request, Landlord shall deliver to Tenant Certificates of Insurance showing evidence of the coverages Landlord is required to carry.

(h) Adjustment of Limits . Every five (5) years during the Term of this Lease, the limits of the insurance policies required above may be increased to such higher amounts as are commercially reasonable in light of the then current market conditions provided that the coverage requirements must be consistent with the amounts that commercial landlords carry or require in leases in the market area in which the Premises are located for premises used for laboratory and office space.

9. FIRE AND OTHER CASUALTY .

(a) Termination . If a fire or other casualty causes substantial damage to the Building or the Premises, Landlord shall engage a registered architect to certify within one (1) month of the casualty to both Landlord and Tenant the amount of time needed to restore the Building (including all portions of the Premises included in Landlord’s Work) so that the Premises is available for Tenant to either repair or build out its Premises and install its improvements, personal property and fixtures to at least the same condition that existed immediately prior to the casualty. If the time needed to so restore the Building (including all portions of the Premises included in Landlord’s Work) exceeds fifteen (15) months from the beginning of the restoration, if the time needed to restore would take more than twenty percent (20%) of the remaining Term, or if financing is not available on commercially reasonable terms to restore the Building and Premises, then either Landlord or Tenant may terminate this Lease by giving the other party such notice of termination within twenty (20) days after the notifying party’s receipt of the architect’s certificate. Provided, however, if the 20% limitation would not apply if Tenant exercised an available Extension Option, Landlord may deliver to Tenant a notice indicating Landlord’s intent to cancel unless Tenant chooses to exercise its Extension Option. If Tenant does not so exercise the Extension Option within 30 days after receipt of Landlord’s notice, the Lease shall be terminated in accordance with Landlord’s notice. If Tenant chooses to extend, such choice shall be binding on Tenant, and Tenant shall have no right to withdraw the Extension Notice. The termination shall be effective twenty (20) days from the date of the notice and Rent shall be paid by Tenant to that date, with an abatement of Rent for any portion of the Premises which has been untenantable after the casualty.

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(b) Restoration . If a casualty causes damage to the Building but this Lease is not terminated for any reason, then subject to the rights of any mortgagees or ground lessors, Landlord shall obtain the applicable insurance proceeds and diligently restore the Building (including all portions of the Premises included in Landlord’s Work) in accordance with current Governmental Requirements. If Landlord restores the Building and the Lease is not terminated, then Tenant shall replace its damaged improvements, personal property and fixtures to a condition comparable to the condition prior to the casualty. Rent shall be abated on a per diem basis during the restoration of the Building and for up to a reasonable period thereafter for the repair and rebuilding of the Premises and installation of Tenant’s personal property and fixtures to a condition comparable to the condition prior to the casualty. Landlord shall permit Tenant access to the Premises to complete restoration of its improvements and fixtures during the final period of restoration of the Project to the same extent as during the initial construction of the Premises and Tenant’s Work.

(c) Failure to Complete Restoration . If within fifteen (15) months from the beginning of restoration, the Building is not restored by Landlord to the extent that Tenant may begin reconstruction of its improvements and fixtures then Tenant may terminate this Lease by giving sixty (60) days written notice to Landlord. Such termination shall be effective sixty (60) days after the date of Tenant’s termination notice unless Landlord completes the restoration within such sixty (60) day period.

10 . EMINENT DOMAIN . If a part of the Project is taken by eminent domain or deed in lieu thereof which is so substantial that the Premises cannot reasonably be used by Tenant for the operation of its business, then either Landlord or Tenant may terminate this Lease effective as of the date of the taking. If any substantial portion of the Project is taken without affecting the Premises, then Landlord may terminate this Lease as of the date of such taking provided that Landlord terminates the leases of all other tenants in the Building and intends to redevelop the Land for non-laboratory uses. Rent shall abate from the date of the taking in proportion to any part of the Premises taken. All obligations accrued to the date of the taking shall be performed by the party liable to perform said obligations, as set forth herein.

Tenant hereby waives its right to receive any award for its interest in this Lease, for loss of its leasehold interest, but shall be entitled to recover the value of its leasehold improvements, alterations and trade fixtures installed in the Premises and paid for by Tenant, which shall not include improvements paid for by the Allowance (as defined in Exhibit D ). Tenant shall also be entitled to such compensation as may be awarded or recoverable by Tenant for Tenant’s moving expenses.

11. RIGHTS RESERVED TO LANDLORD . Landlord may exercise at any time any of the following rights respecting the operation of the Project without liability to the Tenant of any kind, except as otherwise provided herein:

(a) Signs . To install and maintain any signs on the exterior and in the interior of the Building other than in the Premises, and to approve at its reasonable discretion, prior to installation, any of Tenant’s signs in the Premises visible from the common areas or the exterior of the Building.

(b) Window Treatments . To approve, at its reasonable discretion, prior to installation, any shades, blinds, ventilators or window treatments of any kind, as well as any lighting within the Premises that may be visible from the exterior of the Building or any interior common area.

(c) Roof . To fully control and prohibit all access to, construction, placement and repair of all improvements and equipment located on the roof of the Building, except to the extent otherwise provided in the Addendum. Landlord shall not install or permit installation of any rooftop equipment that unreasonably interferes with Tenant’s equipment. Tenant has reviewed the Shell and Core plans and agree that the rooftop equipment proposed will not unreasonably interfere with Tenant’s equipment.

(d) Keys . To retain and use at any time passkeys to enter the Premises or any door within the Premises. Tenant shall have the right to install, maintain and operate its own security system for the Premises provided that Landlord is provided a means of accessing the Premises as and when permitted by this Lease.

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(e) Access . To have access to inspect the Premises, and to perform its obligations, or make repairs, alterations, additions or improvements, as permitted by this Lease. In exercising its rights to enter the Premises under this paragraph or any other provision of this Lease, Landlord shall comply with Tenant’s reasonable requirements with respect to security (including any requirement that Landlord enter certain areas only when accompanied by a Tenant representative, except as necessary in emergency situations) and health and safety as well as all requirements with respect to cleanliness or other laboratory standards in laboratory areas. Landlord shall use diligent efforts not to interfere with Tenant’s business operations. Landlord shall treat all information about Tenant’s operations obtained by entering the Premises as confidential, shall not disclose such information to any other person and shall cause all of Landlord’s employees to abide by such prohibition. Landlord shall require any third party entering the Premises to execute and deliver to Tenant a nondisclosure or confidentiality agreement on a form provided by Tenant.

(f) Floor Loading . Tenant shall not exceed floor loads of one hundred twenty-five (125) pounds per square foot live load, unless approved by Landlord.

(g) Show Premises . To show the Premises to prospective purchasers, brokers, lenders, investors, and rating agencies at any reasonable time and to prospective tenants during the final twelve (12) months of the term if Tenant has not exercised an option to extend the term, provided that Landlord gives prior notice to Tenant and does not materially interfere with Tenant’s use of the Premises. Landlord shall comply with Section 11(e) in exercising its rights under this Section 11(g).

(h) Use of Lockbox . To designate a lockbox collection agent for collections of amounts due Landlord. In that case, the date of payment of Rent or other sums shall be the date of the agent’s receipt of such payment or the date of actual collection if payment is made in the form of a negotiable instrument thereafter dishonored upon presentment. However, Landlord may reject any payment for all purposes as of the date of receipt or actual collection by mailing to Tenant within 21 days after such receipt or collection a check equal to the amount sent by Tenant. Notices to Landlord delivered to the lockbox, shall not, under any circumstance, be deemed to have been received by Landlord; it being understood that notices to Landlord must be delivered in the manner set forth in Section 22 hereof.

(i) Repairs and Alterations . To make repairs or alterations to the Project and in doing so transport any required material through the Premises and to temporarily close entrances, doors, corridors, elevators and other facilities in the Project, to open any ceiling in the Premises, or to temporarily suspend services or use of Common Areas in the Building. Landlord may perform any such repairs or alterations during ordinary business hours , except that Tenant may require any work in the Premises to be done after business hours if Tenant pays Landlord for overtime and any other expenses incurred. If necessary to protect Tenant’s laboratory work, Tenant may further require that work done in the Premises be limited in time and manner, provided that Tenant shall pay Landlord for any additional reasonable expenses actually incurred by reason of such time and manner requirements. In any event, Landlord shall use diligent efforts in connection with such work to avoid unreasonable interference with Tenant’s operations. Landlord may do or permit any work on any nearby building, land, street, alley or way.

(j) Landlord’s Agents . If Tenant is in default under this Lease, possession of Tenant’s funds or negotiation of Tenant’s negotiable instrument by any of Landlord’s agents shall not waive any breach by Tenant or any remedies of Landlord under this Lease.

(k) Building Services . To install, use and maintain above the ceiling or beneath the floor of the Premises, pipes, conduits, wires and ducts serving the Building, provided that such installation, use and maintenance does not unreasonably interfere with Tenant’s use of the Premises or any equipment or systems therein, provided, however, that Tenant shall not alter such areas so that Landlord will be prevented from maintaining those portions of the Shell and Core, or other tenant’s necessary systems, in such areas. If Landlord needs to so install through the Premises but below the ceiling or above the floor, such installation shall require Tenant’s consent, which shall not be unreasonably withheld or conditioned, provided that Tenant’s consent may include conditions requiring a reasonable method of installation which creates the least interference with Tenant’s use of the Premises or any equipment or systems therein.

(l) Other Actions . To take any other reasonable action in connection with the operation, maintenance or preservation of the Building.

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12. TENANT’S DEFAULT . Any of the following shall constitute a default by Tenant:

(a) Rent Default . Tenant fails to pay any Rent within five (5) days after notice that the payment was not received when due.

(b) Assignment/Sublease Default . Tenant defaults in its obligations under Section 17 Assignment and Sublease;

(c) Other Performance Default . Tenant fails to perform any other obligation to Landlord under this Lease and this failure continues for twenty (20) days after written notice from Landlord (provided, however, that the notice and cure period shall be reduced to ten (10) days if the alleged default affects other tenants in the Project), except that if Tenant begins to cure its failure within the twenty (20) day period but cannot reasonably complete its cure within such period, then, so long as Tenant continues to diligently attempt to cure its failure, the twenty (20) day period shall be extended sixty (60) days, or such lesser period as is reasonably necessary to complete the cure;

(d) Credit Default . One of the following credit defaults occurs:

(i) Tenant commences any proceeding under any law relating to bankruptcy, insolvency, reorganization or relief of debts, or seeks appointment of a receiver, trustee, custodian or other similar official for the Tenant or for any substantial part of its property, or any such proceeding is commenced against Tenant and either remains undismissed for a period of sixty (60) days or results in the entry of an order for relief against Tenant which is not fully stayed within sixty (60) days after entry;

(ii) Tenant becomes insolvent or bankrupt, does not generally pay its debts as they become due, or admits in writing its inability to pay its debts, or makes a general assignment for the benefit of creditors;

(iii) Any third party obtains a levy or attachment under process of law against Tenant’s leasehold interest, which is not reversed or stayed within sixty (60) days after the entry thereof.

13. LANDLORD REMEDIES .

(a) Termination of Lease or Possession . If Tenant defaults, Landlord may elect by notice to Tenant either to terminate this Lease or to terminate Tenant’s possession of the Premises without terminating this Lease. In either case, Tenant shall immediately vacate the Premises and deliver possession to Landlord, and Landlord may repossess the Premises in accordance with applicable laws and may, at Tenant’s sole cost, remove any of Tenant’s signs and any of its other property, without relinquishing its right to receive Rent or any other right against Tenant.

(b) Lease Termination Damages . If Landlord terminates this Lease, Tenant shall pay to Landlord all Rent due on or before the date of termination, plus Landlord’s reasonable estimate of the aggregate Rent that would have been payable from the date of termination through the Termination Date, reduced by the rental value of the Premises calculated as of the date of termination for the same period, taking into account anticipated vacancy prior to reletting, reletting expenses and market concessions, both discounted to present value at the rate of eight percent (8%) per annum. If Landlord shall relet any part of the Premises for any part of such period before such present value amount shall have been paid by Tenant or finally determined by a court, then the amount of Rent payable pursuant to such reletting (taking into account vacancy prior to reletting and any reletting expenses or concessions) shall be deemed to be the reasonable rental value for that portion of the Premises relet during the period of the reletting.

(c) Possession Termination Damages . If Landlord terminates Tenant’s right to possession without terminating this Lease and Landlord takes possession of the Premises itself, Landlord may relet any part of the Premises for such Rent, for such time, and upon such terms as Landlord in its commercially reasonable discretion shall determine, without any obligation to do so prior to renting other vacant areas in the Building provided that Landlord must make reasonable efforts to relet the Premises and otherwise mitigate its damages. Any proceeds from reletting the Premises shall first be applied to the expenses of relating, including redecoration, repair, alteration, advertising, brokerage, legal, and other reasonably necessary expenses, all of which shall be amortized on a straight-line basis over the term of the new lease and Landlord’s damages shall include only that portion attributable to the

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remaining term of this Lease. If the reletting proceeds after payment of expenses are insufficient to pay the full amount of Rent under this Lease, Tenant shall pay such deficiency to Landlord monthly upon demand as it becomes due. Any excess proceeds shall be retained by Landlord.

(d) Landlord’s Remedies Cumulative . All of Landlord’s remedies under this Lease shall be in addition to all other remedies Landlord may have at law or in equity. Waiver by Landlord of any breach of any obligation by Tenant shall be effective only if it is in writing, and shall not be deemed a waiver of any other breach, or any subsequent breach of the same obligation. Landlord’s acceptance of payment by Tenant shall not constitute a waiver of any breach by Tenant except for any breach with respect to the payment so accepted. Landlord may advance such monies and take such other actions for Tenant’s account as reasonably may be required to cure or mitigate any default by Tenant. Tenant shall immediately reimburse Landlord for any such advance, and such sums shall bear interest at the default interest rate until paid.

(e) Landlord’s Cure . Landlord may cure any default by Tenant; any expenses incurred shall become Additional Rent due from Tenant on demand by Landlord.

14. SURRENDER . Upon termination of this Lease or Tenant’s right to possession, Tenant shall return the Premises to Landlord in good order and condition, ordinary wear and casualty damage excepted. If Landlord required Tenant to remove any alterations, then Tenant shall remove the alterations in a good and workmanlike manner and restore the Premises to its condition prior to their installation.

15. HOLDOVER . Tenant shall have no right to holdover possession of the Premises after the expiration or termination of this Lease without Landlord’s prior written consent, which consent may be withheld in Landlord’s sole and absolute discretion. If Tenant retains possession of any part of the Premises after the Term, Tenant shall become a month-to-month tenant for the entire Premises upon all of the terms of this Lease as might be applicable to such month-to-month tenancy, except that Tenant shall pay Base Rent at 150% of the rate in effect immediately prior to such holdover plus Operating Cost Share Rent and Tax Share Rent computed on a monthly basis for each full or partial month Tenant remains in possession. Tenant shall also pay Landlord all of Landlord’s direct damages. No acceptance of Rent or other payments by Landlord under these holdover provisions shall operate as a waiver of Landlord’s right to regain possession or any other of Landlord’s remedies.

16. SUBORDINATION TO GROUND LEASES AND MORTGAGES .

(a) Subordination . This Lease shall be subordinate to any future ground lease or mortgage respecting the Project, and any amendments to such ground lease or mortgage, at the election of the ground lessor or mortgagee as the case may be, effected by notice to Tenant in the manner provided in this Lease; provided , however , that such subordination shall not be effective unless such ground lessor or Mortgagee executes and delivers to Tenant a nondisturbance agreement in a commercially reasonable form acceptable to Tenant and such ground lessor or mortgagee. Tenant shall within ten (10) business days of the request either provide written objections to the form provided or execute and deliver to the requesting party any reasonable documents provided to evidence the subordination provided that such documents shall (i) provide Tenant’s rights under the Lease shall not be disturbed so long as Tenant is not in default under this Lease beyond applicable notice and cure periods, (ii) not modify this Lease in any respect; and (iii) not increase Tenant’s obligations (except that Tenant may be required to provide copies of notices to the mortgagee or ground lessor) or decrease Tenant’s rights under this Lease. Any mortgagee has the right, at its option, to subordinate its mortgage to the terms of this Lease, without notice to, nor the consent of, Tenant.

(b) Termination of Ground Lease or Foreclosure of Mortgage . If any ground lease is terminated or mortgage foreclosed or deed, in lieu of foreclosure given and the ground lessor, mortgagee, or purchaser at a foreclosure sale shall thereby become the owner of the Project, Tenant shall attorn to such ground lessor or mortgagee or purchaser without any deduction or setoff by Tenant except as permitted herein, and this Lease shall continue in effect as a direct lease between Tenant and such ground lessor, mortgagee or purchaser. The ground lessor or mortgagee or purchaser shall be liable as Landlord only during the time such ground lessor or mortgagee or purchaser is the owner of the Project. At the request of Landlord, ground lessor or mortgagee, Tenant shall execute and deliver within ten (10) business days of the request any reasonable document furnished by the requesting party to evidence Tenant’s agreement to attorn.

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(c) Security Deposit . Any ground lessor or mortgagee shall be responsible for the return of any Security Deposit to Tenant as provided under this Lease, but only to the extent the Security Deposit is transferred to such ground lessor or mortgagee.

(d) Notice and Right to Cure . If the Project is subject to any ground lease or mortgage and Landlord has notified Tenant of the name and address of the ground lessor or mortgagee, Tenant agrees to send by registered or certified mail to any ground lessor or mortgagee so identified, a copy of any notice of default sent by Tenant to Landlord. If Landlord fails to cure such default within the required time period under this Lease, but the ground lessor or mortgagee begins to cure within ten (10) days after such period and proceeds diligently to complete such cure, then the ground lessor or mortgagee shall have such additional time as is necessary to complete such cure, including any time necessary to obtain possession if possession is necessary to cure provided that such party promptly and diligently pursues legal action to obtain possession, and Tenant shall not begin to enforce its remedies so long as the cure is being diligently pursued.

(e) Definitions . As used in this Section 16 , “mortgage” shall include a deed of trust, trust deed or mortgage; “mortgagee” shall include a beneficiary, trustee, or mortgagee (including the mortgagee of any ground lessee); and “ground lessor,” “mortgagee,” and “purchaser at a foreclosure sale” shall include, in each case, all of its or their respective successors and assigns.

17. ASSIGNMENT AND SUBLEASE .

(a) In General . Except as provided in Section A of the Schedule and elsewhere herein, Tenant shall not, without the prior written consent of Landlord in each case, which consent shall not be unreasonably withheld, conditioned or delayed, (i) make or allow any assignment or transfer, by operation of law or otherwise, of any part of Tenant’s interest in this Lease, (ii) grant or allow any lien or encumbrance, by operation of law or otherwise, upon any part of Tenant’s interest in this Lease, (iii) sublet any part of the Premises, or (iv) permit anyone other than Tenant and its employees to occupy any part of the Premises (each of which shall be referred to herein as a “ Transfer ”. A Transfer to any entity Controlling, Controlled by or under common Control with Tenant shall not be prohibited and shall not be covered by any of Sections 17(d), 17(e) or 17(g), provided, however, that such a Transfer shall be subject to all the provisions of this Section 17 if it is part of a plan or multiple step transfer to transfer to an entity not under common control with Tenant. Tenant shall provide Landlord with thirty (30) days advance written notice of any such Transfer.

(b) [intentionally omitted]

(c) Tenant Primarily Liable . Tenant shall remain primarily liable for all of its obligations under this Lease, notwithstanding any assignment or transfer. No consent granted by Landlord shall be deemed to be a consent to any subsequent assignment or transfer, lien or encumbrance, sublease or occupancy. Tenant shall pay all of Landlord’s reasonable attorneys’ fees and other third-party expenses reasonably incurred in connection with any proposed Transfer. Any assignment or transfer, grant of lien or encumbrance, or sublease or occupancy without Landlord’s prior written consent shall be void. If Tenant shall assign this Lease or sublet the Premises in its entirety any rights of Tenant to renew this Lease, extend the Term or to lease additional space in the Building, shall be transferred to the assignee or subtenant.

(d) Landlord’s Consent . It shall be reasonable for Landlord to withhold its consent to any Transfer if (i) the proposed transferee is a party to whom Landlord has submitted a proposal to lease space in the Building within the previous one hundred eighty (180) days, (ii) the proposed transferee is an existing tenant in the Building and Landlord has space available in the Building to accommodate all of such tenant’s space needs, (iii) the financial responsibility, nature of business, and character of the proposed transferee are not reasonably satisfactory to Landlord, (iv) in the reasonable judgment of Landlord the purpose for which the transferee intends to use the Premises (or a portion thereof) is not in keeping with Landlord’s standards for the Building or is in violation of the terms of this Lease, or (v) Tenant is in default under this Lease at the time consent is requested. The foregoing shall not exclude any other reasonable basis for Landlord to withhold its consent.

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(e) Procedure . Tenant shall notify Landlord of any proposed Transfer at least thirty (30) days prior to its proposed effective date. The notice shall include the name and address of the proposed transferee, a proposed form for the Transfer documentation, and sufficient information to permit Landlord to determine the financial responsibility, proposed use and character of the proposed transferee.

(f) Change of Management or Ownership . No transfer of the direct or indirect power to affect the management or policies of Tenant or the transfer of its assets, including any merger or consolidation, shall constitute an assignment of this Lease.

(g) Excess Payments . During any extension term, if Tenant shall assign this Lease or enter into any sublease for any part of the Premises for consideration in excess of the pro-rata portion of Rent applicable to the space subject to the assignment or sublet, then Tenant shall pay to Landlord as Additional Rent fifty percent (50%) of any such excess Rent monthly upon receipt, determined after Tenant’s recovery of all reasonable, actual costs and expenses of assignment or subleasing incurred by Tenant (including broker fees, legal fees and tenant improvement costs, if any).

18. CONVEYANCE BY LANDLORD . If Landlord shall at any time transfer its interest in the Project or this Lease, Landlord shall be released of any obligations under this Lease occurring after such transfer, including the obligation to return to Tenant any security deposit so long as such security deposit and/or letter of credit has been delivered or transferred to or credited to Landlord’s and/or letter of credit’s transferee and the transferee has acknowledged receipt in writing and has assumed the obligations from which Landlord is to be released, and Tenant shall look solely to Landlord’s successors for performance of such obligations. This Lease shall not be affected by any such transfer.

19. ESTOPPEL CERTIFICATE . Each party shall, within ten (10) days of receiving a request from the other party, execute, acknowledge in recordable form and deliver to the other party or its designee a certificate stating, subject to a specific statement of any applicable exceptions, that the Lease as amended to date is in full force and effect, that the Tenant is paying Rent and other charges on a current basis, and that to the best of the knowledge of the certifying party, the other party has committed no uncured defaults and has no offsets or claims. The certifying party may also be required to state the date of commencement of payment of Rent, the Commencement Date, the Termination Date, the Base Rent, the current Operating Cost Share Rent and Tax Share Rent estimates, the status of any improvements required to be completed by Landlord, the amount of any security deposit, and such other factual matters as may be reasonably requested. Failure to deliver such statement within the time required shall be conclusive evidence against the non-certifying party that this Lease, with any amendments identified by the requesting party, is in full force and effect, that to the best of the noncertifying party’s knowledge there are no uncured defaults by the requesting party, that not more than one month’s Rent has been paid in advance, that the non-certifying party has not paid any security deposit except as stated in this Lease, and that to the best of the non-certifying party’s knowledge the non-certifying party has no claims or offsets against the requesting party.

20. FORCE MAJEURE . If either party to this Lease, as the result of any (i) strikes, lockouts, or labor disputes; (ii) inability to obtain labor or materials or reasonable substitutes therefor, unusual delay in transportation, or adverse weather conditions not reasonably anticipatable; (iii) war, governmental action, court order, condemnation, civil unrest, terrorism, riot, fire or other casualty; (iv) acts of God; or (v) other conditions similar to those enumerated in this section; in all such cases beyond the reasonable control of the party obligated to perform (except for financial inability) (collectively; “ Force Majeure ”), fails punctually to perform any obligation on its part to be performed under this Lease, then such failure shall be excused and not be a breach of this Lease by the party in question but only to the extent occasioned by such event.

21. [INTENTIONALLY OMITTED]

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22. NOTICES . All notices, consents, approvals and similar communications to be given by one party to the other under this Lease, shall be given in writing, mailed or personally delivered as follows:


To Landlord as follows:		c/o Harbor Properties, Inc.
		500 Union Street, Suite 200
		Seattle, Washington 98101

		and to

		Vulcan Inc.
		505 Union Station
		505 Fifth Avenue South, Suite 900
		Seattle WA 98104
		Attn: Vice President Real Estate

with a copy to:		Foster Pepper & Shefelman PLLC
		1111 Third Avenue
		Suite 3400
		Seattle, Washington 98101
		Attn: Joe Delaney

or to such other person at such other address as Landlord may designate by notice to Tenant.


To Tenant as follows:		Children’s Hospital and Regional Medical Center
		MS CH-01
		4800 Sand Point Way NE
		Seattle, WA 98105
		Attn: General Counsel

with a copy to:		McCullough Hill Fikso Kretschmer & Smith P.S.
		2025 First Avenue #1130
		Seattle, Washington 98121
		Attn: Bob Fikso

or to such other person at such other address as Tenant may designate by notice to Landlord.

Mailed notices shall be sent by United States certified or registered mail, or by a reputable national overnight courier service, postage prepaid. Mailed notices shall be deemed to have been given on the earlier of actual delivery or three (3) business days after posting in the United States mail in the case of registered or certified mail, and one business day in the case of overnight courier.

23. QUIET POSSESSION . So long as Tenant shall perform all of its obligations under this Lease, Tenant shall enjoy peaceful and quiet possession of the Premises against any party claiming through the Landlord.

24. REAL ESTATE BROKER . Tenant and Landlord represent to each other that it has not dealt with any real estate broker, agent or finder with respect to this Lease except for any broker(s) listed in paragraphs F. & G. of the Schedule, if any, and no other broker, agent or finder is in any way entitled to any broker’s fee, compensation or other payment in connection with this Lease. Landlord shall pay Tenant’s Broker a commission in an amount identified by separate agreement between Landlord, Tenant and Tenant’s Broker, payable one-half upon Lease execution and one-half at the Commencement Date (the “Tenant’s Broker Commission”). Landlord shall pay Landlord’s Broker a commission pursuant to a separate agreement. Except for claim for the Tenant’s Broker Commission, Tenant shall indemnify, defend, protect and hold Landlord harmless from any claims demands, losses, liabilities, lawsuits, judgments, and costs and expenses (including reasonable attorneys’ fees, expert fees, and other expenses) for any leasing commission, finder’s fee or other compensation alleged to be owing by or through Tenant’s Broker. Landlord shall indemnify, defend, protect and hold Tenant harmless from any Claims demands, losses, liabilities, lawsuits, judgments, and costs and expenses

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(including reasonable attorneys’ fees, expert fees, and other expenses) for any leasing commission, finder’s fee or other compensation alleged to be owing by or through Landlord’s Broker. Each party shall indemnify, protect, defend and hold harmless the other party against all claims, demands, losses, liabilities, lawsuits, judgments, and costs and expenses (including reasonable attorneys’ fees, expert fees, and other expenses) for any leasing commission, finder’s fee or other compensation alleged to be owing on account of the indemnifying party’s dealings with any broker, agent or finder other than the Brokers listed in paragraphs F. & G. of the Schedule.

25. MISCELLANEOUS .

(a) Successors and Assigns . Subject to the limits on Tenant’s assignment contained in Section 17 , the provisions of this Lease shall be binding upon and inure to the benefit of all successors and assigns of Landlord and Tenant.

(b) Date Payments Are Due . Except for payments to be made by Tenant under this Lease which are due upon demand or are due in advance (such as Base Rent), Tenant shall pay to Landlord any amount due hereunder for which Landlord renders a statement of account within ten (10) business days of Tenant’s receipt of Landlord’s statement.

(c) Meaning of “Landlord”, “Re-Entry”, “including” and “Affiliate” . The term “Landlord” means only the owner of the Project and the lessor’s interest in this Lease from time to time. The words “re-entry” and “re-enter” are not restricted to their technical legal meaning. The words “including” and similar words shall mean “without limitation.” The word “affiliate” shall mean a person or entity controlling, controlled by or under common control with the applicable entity. “Control” shall mean the power directly or indirectly, by contract or otherwise, to direct the management and policies of the applicable entity.

(d) Time of the Essence . Time is of the essence of each provision of this Lease.

(e) No Option . This document shall not be effective for any purpose until it has been executed and delivered by both parties; execution and delivery by one party shall not create any option or other right in the other party.

(f) Severability . The unenforceability of any provision of this Lease shall not affect any other provision.

(g) Governing Law . This Lease shall be governed in all respects by the laws of the state in which the Project is located, without regard to the principles of conflicts of laws.

(h) Lease Modification . Tenant agrees to consider in good faith any request to modify this Lease in any reasonable way requested by a mortgagee if and to the extent such modification will not cause increased expense to Tenant or otherwise adversely affect Tenant’s interests or increase its obligations under this Lease.

(i) No Oral Modification . No modification of this Lease shall be effective, unless it is a written modification signed by both parties.

(j) Landlord’s Default . If Landlord breaches any of its obligations under this Lease, Tenant shall notify Landlord in writing before exercising any remedies and, if such breach is reasonably susceptible of being cured, shall exercise no remedies respecting such breach so long as Landlord promptly begins to cure the breach and diligently pursues such cure to its completion within a reasonable time, except to the extent expressly provided to the contrary in this Lease.

(k) Captions . The captions used in this Lease shall have no effect on the construction of this Lease.

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(l) Authority . Landlord and Tenant each represents to the other that it has full power and authority to execute and perform this Lease, and that, in so doing, it shall not violate any contract, agreement, mortgage, deed of trust, undertaking, judgment order or decree to which it is a party or by which it is bound,

(m) Landlord’s Enforcement of Remedies . Landlord may enforce any of its remedies under this Lease either in its own name or through an agent, provided that Landlord has identified the agent to Tenant and Tenant shall thereafter be entitled to treat such party as Landlord’s agent for all purposes under this Lease.

(n) Entire Agreement . This Lease, together with all Appendices, Addenda, and Exhibits constitute the entire agreement between the parties with respect to the Premises. Appendices, Addenda and Exhibits attached hereto are incorporated herein by this reference. No representations or agreements of any kind have been made by either party which are not contained in this Lease.

(o) Landlord’s Title . Landlord represents and warrants that City Investors VI L.L.C. is seized with fee simple title to the Land of the date hereof, and that City Investors VI L.L.C. is obligated to contribute the Land to Landlord upon commencement of construction. Landlord’s title shall always be paramount to the interest of the Tenant, and nothing in this Lease shall empower Tenant to do anything which might in any way impair Landlord’s title. Tenant may record in any public records, at any time following Landlord’s taking title to the Land, a memorandum of this Lease in a commercially reasonable form approved by Landlord. Landlord agrees to execute, acknowledge and deliver same to Tenant promptly upon request. If Landlord has not received fee title to the Land, free and clear of any deeds of trust or mortgages other than the deed of trust in favor of Landlord’s construction lender and free and clear of any prior lease (other than the SBRI Lease) on or before December 15, 2002, Tenant shall have the right to cancel this Lease upon ten (10) days written notice; provided that if Landlord takes title between the time Tenant’s notice is delivered and the end of the 10-day period, Tenant’s right to cancel shall end and the notice shall be void. If this Lease is terminated by Tenant’s notice, Landlord and Tenant shall have no further rights or obligations under this Lease, except that Tenant have the right to receive from Landlord a payment of Tenant’s reasonable out-of-pocket expenses incurred in connection with this Lease (including attorney fees, architect fees and the like).

(p) Light and Air Rights . Landlord does not grant in this Lease any rights to light and air in connection with Project. Landlord reserves to itself, the Land, the Building below the improved floor of each floor of the Premises, the Building above the ceiling of each floor of the Premises, the exterior of the Premises and the areas on the same floor outside the Premises. Landlord further reserves to itself limited rights in the areas within the Premises required for the installation and repair of utility lines and other items required to serve other tenants of the Building, subject to the terms and conditions as described in Sections 11(i) and 11(k) above.

(q) Singular and Plural . Wherever appropriate in this Lease, a singular term shall be construed to mean the plural where necessary, and a plural term the singular. For example, if at any time two parties shall constitute Landlord or Tenant, then the relevant term shall refer to both parties together.

(r) No Construction Against Drafting Party . The rule of construction that ambiguities are resolved against the drafting party shall not apply to this Lease.

(s) Property Management . Prior to appointment of each Property Manager, Landlords shall use good faith efforts to notify Tenant of the property managers being considered by landlord, and tenant shall have the right to comment on such potential property managers, provided, however, that Tenant, shall have no right to approve Landlord’s selection of a Property Manager and Landlord’s failure to consult with Tenant shall not entitle Tenant to any remedies under this Lease.

(t) Rent Not Based on Income . No rent or other payment in respect of the Premises shall be based in any way upon net income or profits from the Premises.

(u) Building Manager and Service Providers . Landlord may perform any of its obligations under this Lease through its employees or third parties hired by the Landlord.

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(v) Late Charge and Interest on Late Payments . Without limiting the provisions of Section 12(a) , if Tenant fails to pay any installment of Rent or other charge to be Paid by Tenant pursuant to this Lease within five (5) days after Landlord’s notice to Tenant that the same has not been paid when due, then Tenant shall pay a late charge equal to the greater of five percent (5%) of the amount of such payment or $250. With respect to monthly payment of Rent, the provision for notice shall apply only to the first late payment in any 12-Month period. Any additional late payments of Rent in such 12-Month period shall be subject to the late charge upon the expiration of five (5) days after the due date, without regard to notice. In addition, interest shall be paid by Tenant to Landlord on any late payments of Rent from the date due until paid in the manner provided in Section 2(e)(ii) . Such late charge and interest shall constitute Additional Rent.

(w) Tenant’s Financial Statements . Within ten (10) days after Landlord’s written request therefor, Tenant shall deliver to Landlord the most current audited annual and unaudited quarterly financial statements of Tenant, including a balance sheet and profit and loss statement, all prepared in accordance with generally accepted accounting principles consistently applied.

(x) Parking . Tenant shall have the right, but not the obligation, to use and pay for up to forty-seven (47) parking stalls, plus Tenant’s share of any “overparking”, in the parking garage on a non-exclusive basis, with a corresponding allocation of parking passes. Tenant shall pay the rates for such stalls as established from time to time by Landlord, which shall be comparable to parking rates for underground parking for comparable buildings in the South Lake Union Area. The parties agree that the initial rate shall be determined on the Commencement Date, but in no event shall the initial rate be less than one hundred thirty five dollars ($135.00) per month per stall nor, for the first three Lease Years, shall the rate exceed such amount. Tenant shall pay for such parking monthly, in advance. Subject to availability, Tenant may rent additional parking stalls on a month-to-month basis. Parking stalls are available 24 hours a day, 7 days a week except for days required for maintenance, repair, cleaning, painting, striping, and for health and safety reasons. Tenant may park in parking area upon the reasonable terms and conditions as may from time to time be established by the operator of such parking area.

26. UNRELATED BUSINESS INCOME . [Intentionally Omitted]

27. HAZARDOUS MATERIALS .

(a) “ Hazardous Material ” means any substance, waste or material which is deemed hazardous, toxic, radioactive pollutant or a contaminate, under any federal, state, or local statute, law, ordinance, rule regulation, or judicial or administrative order or decision, now or hereafter in effect.

(b) Tenant shall not cause or permit any Hazardous Material to be brought upon, kept or used in or about the Premises, the Building and/or the Land by Tenant, its agents, employees, contractors, or invitees except in compliance with Tenant’s Hazardous Materials Program. Tenant shall prepare a Hazardous Materials Program adapted specifically to the Premises and shall provide it to Landlord for Landlord’s approval at least sixty (60) days prior to the Commencement Date. Upon prior written approval from Landlord, which shall not be unreasonably withheld or delayed, Tenant may update and modify its Hazardous Materials Program from time to time as Tenant deems necessary to reflect changes in Tenant’s operations in the Premises. Tenant shall obtain all permits required with respect to any Hazardous Materials brought onto the Premises by Tenant. All Hazardous Materials shall be used, kept, and stored in a manner that complies with Tenant’s Hazardous Materials Program and with all laws regulating any such Hazardous Material so brought upon or used or kept in or about the Premises. Notwithstanding the foregoing, Tenant shall not be in violation of this provision by its use and storage of standard office products which meet the definition of Hazardous Material, if such products and materials are used by Tenant with due care and in accordance with the instructions of the product manufacturer, in the reasonable and prudent conduct of Tenant’s business in the Premises.

(c) Tenant shall be liable to Landlord for any and all clean-up costs and any and all other charges, fees, and penalties imposed by any governmental authority with respect to Tenant’s use, disposal, release, transportation, generation and/or sale of Hazardous Materials or other waste materials in or about the Project. Tenant shall indemnify, defend and save Landlord harmless from any and all claims, losses, costs, fees, penalties and charges assessed against, incurred by or imposed upon Landlord as a result of Tenant’s use, disposal, release, transportation, generation and/or sale of Hazardous Materials or other waste materials in or about the Project.

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Tenant shall promptly notify Landlord in writing of (i) any notices of violation or potential or alleged violation of any Environmental Law in the Premises are received by Tenant from any governmental agency; (ii) any inquiry, investigation, enforcement, clean-up, removal or other governmental or regulatory actions instituted or threatened relating to Tenant’s activities in the Premises, and (iii) all claims made or threatened by any third-party against Tenant or the Premises relating to Tenant’s activities in the Premises.

If any release or spill of any Hazardous Materials into the environment, including surface water, groundwater, drinking water supply, land, soil, surface or subsurface strata or the ambient air, where such release or spill is potentially in violation of Environmental Laws or is required to be reported to the Washington State Department of Ecology or other appropriate governmental authority (“Environmental Condition”) occurs in or about the Premises, Tenant shall promptly prepare a remediation plan for Landlord’s review and approval. Tenant’s obligation to remediate any Environmental Condition shall not be contingent on an enforcement action by any governmental authority and shall be independent of any governmentally mandated remediation. If Landlord approves the plan, then Tenant shall implement the remediation plan at Tenant’s sole cost and expense. If the remediation plan is not reasonably acceptable to Landlord, or if Tenant fails to implement the remediation plan within a reasonable period of time, then Tenant shall reimburse Landlord for the actual cost to Landlord of performing rectifying work. The reimbursement shall be paid to Landlord, upon demand, in advance of Landlord’s performing such work, based upon Landlord’s reasonable estimate of the cost thereof; and upon completion of such work by Landlord, Tenant shall pay to Landlord any shortfall between the estimated payment and the actual costs within thirty (30) days after Landlord bills Tenant therefor or Landlord shall within thirty (30) days refund to Tenant any excess deposit, as the case may be.

(d) Landlord shall be liable to Tenant for any and all clean-up costs and any and all other charges, fees, and penalties imposed by any governmental authority with respect to (i) Landlord’s use, disposal, release, transportation, generation and/or sale of Hazardous Materials or other waste materials in or about the Project, or (ii) the presence of any Hazardous Materials in, on or under the Land (including any groundwater) or in the Building on the Commencement Date. Landlord shall indemnify, defend and save Tenant harmless from any and all costs, fees, penalties and charges assessed against or imposed upon Tenant as a result of (i) Landlord’s use, disposal, release, transportation, generation and/or sale of Hazardous Materials or other waste materials in or about the Project or (ii) the presence of any Hazardous Materials in, on or under the Land (including any groundwater) or in the Building on the Commencement Date.

28. TELECOMMUNICATION LINES AND EQUIPMENT

(a) Location of Tenant’s Equipment and Landlord .

(i) Landlord shall provide and install (at Landlord’s cost) conduit for connecting the voice/data/communications rooms on each floor of the Building to and through the rights-of-way in Westlake Avenue and the alley adjacent to the western boundary of the Land, for purposes of providing a means of connection to fiber optic and other communication lines in Westlake Avenue and such alley, and Tenant shall have the right to use the conduit for purposes of connecting to such fiber optic lines upon reasonable terms required by the provider. The Building Shell and Core shall include at least two conduits of four inches in diameter for the exclusive use of Tenant. Tenant shall have the right to enter portions of the Building outside of the Premises for the purpose of accessing its conduits, and shall use reasonable efforts not to disturb other tenants in so doing. The installation of a fiber optic terminal is subject to a provider determining whether the Building will generate demand for such terminal sufficient to justify the installation. In the alternative, Tenant may elect to pull its own fiber and in such event a fiber optic terminal shall be installed whether or not any provider makes such a determination. From time to time during the Term, Tenant may install, maintain, replace, remove and use communications or computer wires, cables and related devices (collectively, the “ Lines ”) at the Building in or serving the Premises, only with Landlord’s prior written consent, which consent may not be unreasonably withheld, conditioned or delayed by Landlord so long as there is adequate capacity for such Lines in the risers for the Building. Tenant shall locate all electronic telecommunications equipment within the Premises and the Communications Room on P-1, except for riser cables and wires. Any request for consent shall contain detailed plans, drawings and specifications identifying all work to be performed, the time schedule

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for completion of the work, the identity of the entity that will provide service to the Lines and the identity of the entity that will perform the proposed work (which entity shall be subject to Landlord’s reasonable approval). Landlord shall have a reasonable time in which to evaluate the request after it is submitted by Tenant.

(ii) Without in any way limiting Landlord’s right to withhold its consent, Landlord may consider the following factors, among others, in making its determination: (A) the experience, qualifications and prior work practice of the proposed contractor and its ability to provide sufficient insurance coverage for its work at the Building; (B) whether or not the proposed work will interfere with the use of any then existing Lines at the Building; (C) whether or not an acceptable number of spare Lines and space for additional Lines shall be maintained for existing and future occupants of the Building; (D) a requirement that Tenant remove existing abandoned Lines installed by or on behalf of Tenant located in or servicing the Premises, as a condition to permitting the installation of new lines; (E) whether or not Tenant is in default of any of its obligations under this Lease; (F) whether the proposed work or resulting Lines will impose new obligations on Landlord, expose Landlord to liability of any nature or description, increase Landlord’s insurance premiums for the Building, create liabilities for which Landlord is unable to obtain insurance protection or imperil Landlord’s insurance coverage; (G) whether the work or resulting Lines would adversely affect the Land, Building or any space in the Building in any manner.

(iii) Landlord’s approval of, or requirements concerning, the Lines or any equipment related thereto, the plans, specifications or designs related thereto, the contractor or subcontractor, or the work performed hereunder, shall not be deemed a warranty as to the adequacy thereof, and Landlord hereby disclaims any responsibility or liability for the same. Landlord disclaims all responsibility for the condition or utility of the intra-building network cabling (“INC”) and makes no representation regarding the suitability of the INC for Tenant’s intended use.

(iv) Tenant shall have the right to install a wireless communication and/or data transmission system in the Premises, provided that Tenant shall be required to seek Landlord’s approval of any such system at least thirty (30) days prior to installation. Landlord shall review such system and use reasonable efforts to preserve compatibility with other Building tenant’s wireless systems. Landlord shall cause the leases with all the Building tenants to include a requirement consistent with the foregoing.

(v) If Landlord consents to Tenant’s proposal, Tenant shall (A) pay all costs in connection therewith (including all costs related to new Lines); (B) comply with all requirements and conditions of this Section; (C) use, maintain and operate the Lines and related equipment in accordance with and subject to all laws governing the Lines and equipment. Tenant shall further insure that (I) Tenant’s contractor complies with the provisions of this Section and Landlord’s reasonable requirements governing any work performed; (II) Tenant’s contractor provides all insurance reasonably required by Landlord; (III) any work performed shall comply with all laws; and (IV) as soon as the work in completed, Tenant shall submit as-built drawings to Landlord.

(vi) Landlord reserves the right to require that Tenant remove any Lines located in or serving the Premises which are installed in violation of these provisions, or which are at any time in violation of any laws or present a dangerous or potentially dangerous condition (provided such Lines were installed by Tenant), within three (3) days after written notice and at the termination of the Lease.

(b) Landlord’s Rights . Provided that Tenant’s business operations and equipment are not affected, Landlord may (but shall not have the obligation to):

(i) install new lines at the Building;

(ii) create additional space for Lines at the Building; and

(iii) direct, monitor and/or supervise the installation, maintenance, replacement and removal of, the allocation and periodic re-allocation of available space (if any) for, and the allocation of excess capacity (if any) on, any Lines now or hereafter installed at the Building by Landlord, Tenant or any other party (but Landlord shall have no right to monitor or control the information transmitted through such Lines); provided that no allocation shall require Tenant to remove any Lines that provide

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service to Tenant to accommodate another building tenant. Landlord’s rights do not include the installation of Lines within Tenant’s exclusive conduit, or any modification to Tenant’s Lines or related wiring closets and termination points, it being the parties’ intent that Tenant’s Lines and related equipment be entirely separate and secure from other Lines in the Building.

(c) Indemnification . In addition to any other indemnification obligations under this Lease, Tenant shall indemnify and hold harmless Landlord and its employees, agents, officers; and contractors from and against any and all claims, demands, penalties, fines, liabilities, settlements, damages, costs or expenses (including reasonable attorneys fees) arising out of or in any way related to the acts and omissions of Tenant, Tenant’s officers, directors, employees, agents, contractors, subcontractors, subtenants, and invitees with respect to: (i) any Lines or equipment related thereto serving Tenant in the Building; (ii) any bodily injury (including wrongful death) or property damage arising out of or related to any Lines or equipment related thereto serving Tenant in the Building; (iii) any lawsuit brought or threatened, settlement reached, or governmental order, fine or penalty relating to such Lines or equipment related thereto; and (iv) any violations or laws or demands of governmental authorities, or any reasonable policies or requirement of Landlord, which are based upon or in any way related, to such Lines or equipment. This indemnification and hold harmless agreement shall survive the termination of this Lease.

(d) Limitation of Liability . Except to the extent arising from the negligence or willful misconduct of Landlord or Landlord’s employees, agents or contractors or as otherwise expressly provided to the contrary elsewhere in this Lease, Landlord shall have no liability for damages arising from, and Landlord does not warrant that the Tenant’s use of any Lines will be free from the following (collectively called Line Problems): (i) any shortages, failures, variations, interruptions, disconnections, loss or damage caused by the installation, maintenance, or replacement, use or removal of Lines by or for other tenants or occupants at the Building, by any failure of the environmental conditions or the power supply for the Building to conform to any requirement of the Lines or any associated equipment, or any other problems associated with any Lines by any other cause; (ii) any failure of any Lines to satisfy Tenant’s requirements; or (iii) any eavesdropping or wiretapping by unauthorized parties. Landlord, in no event, shall be liable for damages by reason of loss or profits, business interruption or other consequential damage arising from any Line Problems,

(e) Electromagnetic Fields . If Tenant at any time uses any equipment that may create an electromagnetic field exceeding the normal insulation ratings of ordinary twisted pair riser cable or cause radiation higher than normal background radiation, Landlord reserves the right to require Tenant to appropriately insulate the Lines therefore (including riser cables) to prevent such excessive electromagnetic fields or radiation. Landlord shall include in the leases for all other tenants in the Project the same requirement to take protective measures with respect to their equipment. Notwithstanding the foregoing, it is the parties’ intent that the Building and Premises shall meet or exceed existing codes, and Tenant shall have no liability under the foregoing to the extent its equipment meets or exceeds existing codes.

29. LIMITATION ON LANDLORD LIABILITY . In consideration of the benefits accruing hereunder, Tenant and all successors and assigns covenant and agree that, in the event of any actual or alleged failure, breach or default hereunder by Landlord:

(a) [Intentionally omitted]

(b) No general or limited partner of any partnerships who have any interest in the Project, or any member, manager, shareholder, officer, employee, or director of Landlord shall be sued or named as a party in any suit or action (except as may be necessary to secure jurisdiction of the partnership);

(c) No service of process shall be made against any general or limited partner of any partnerships who have any interest in the property, or any member, manager, shareholder, officer, employee, or director of Landlord (except as may be necessary to secure jurisdiction of the partnership);

(d) No limited partner of any partnerships who have any interest in the Project, or any member, manager, shareholder, officer, employee, or director of Landlord shall be required to answer or otherwise plead to any service or process;

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(e) Except as necessary to obtain any proceeds distributed to such party, no judgment will be taken against any limited partner of any partnerships who have any interest in the Project, or any member, manager, shareholder, officer, employee, or director of Landlord;

(f) Except as necessary to obtain any proceeds distributed to such party, any judgment taken against any limited partner of any partnerships who have any interest in the property, or any member, manager, shareholder, officer, employee, or director of Landlord may be vacated and set aside at any time nunc pro tunc;

(g) Except as necessary to obtain any proceeds distributed to such party, no writ of execution will ever be levied against the asset of any limited partner of any partnerships who have any interest in the property, or any member, manager, shareholder, officer, employee, or director of Landlord; and

(h) These covenants and agreements are enforceable both by Landlord and also by any partner of any partnerships who have any interest in the property, or any member, manager, shareholder, officer, employee, or director of Landlord.

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30. ADDITIONAL LEASE TERMS . Additional terms, provisions, covenants, and agreements of this Lease (if any) are included in the Addendum No. 1 attached hereto and made a part hereof by this reference.

IN WITNESS WHEREOF, the parties hereto have executed this Lease.


LANDLORD:	307 WESTLAKE LLC , a Washington limited liability company

	BY:	Harbor Properties, Inc., a Washington corporation, its Manager

		By:	/s/ Denny P. Onslow
		Name:	Denny P Onslow
		Title:	Executive Vice President
		Date:	11-12-02

TENANT:	CHILDREN’S HOSPITAL AND REGIONAL MEDICAL CENTER , a Washington nonprofit corporation

		By:	/s/ Kelly A. Wallace
		Name:	Kelly A. Wallace
		Title:	VP & CFO
		Date:	11-08-02

[Acknowledgments follow]

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STATE OF WASHINGTON		ss.
COUNTY OF KING		ss.

I certify that I know or have satisfactory evidence that Denny P. Onslow is the person who appeared before me, and said person acknowledged that said person signed this instrument, on oath stated that said person was authorized to execute the instrument and acknowledged it as the Executive V.P. of Harbor Properties, Inc., Manager of 307 Westlake LLC, a Washington limited liability company, to be the free and voluntary act of such party for the uses and purposes mentioned in the instrument.

Dated this 12th day of November, 2002.


		/s/ Martha E. Barkman
		(Signature of Notary)
		Martha E. Barkman
		(Legibly Print or Stamp Name of Notary)
		Notary public in and for the state of Washington,
		residing at Bellevue, WA
		My appointment expires 6/1/05


STATE OF WASHINGTON		ss.
COUNTY OF KING		ss.

I certify that I know or have satisfactory evidence that Kelly A. Wallace is the person who appeared before me, and said person acknowledged that said person signed this instrument, on oath stated that said person was authorized to execute the instrument and acknowledged it as the V.P. & CFO of Children’s Hospital and Regional Medical Center , a Washington nonprofit corporation, to be the free and voluntary act of such corporation for the uses and purposes mentioned in the instrument.

Dated this 8th day of November, 2002.


		/s/ Stacia A. Clark
		(Signature of Notary)
		Stacia A. Clark
		(Legibly Print or Stamp Name of Notary)
		Notary public in and for the state of Washington,
		residing at Kent, WA
		My appointment expires 5/9/03

- 35 -

ADDENDUM No. 1

TO LEASE

Children’s Hospital and Regional Medical Center

Additional Lease Terms

This Addendum is made a part of the Lease between 307 WESTLAKE LLC, a Washington limited liability company (“Landlord”), and: CHILDREN’S HOSPITAL AND REGIONAL MEDICAL CENTER , a Washington nonprofit corporation (“Tenant”) dated November 8, 2002 (the “Lease”). Undefined terms used herein shall have the meanings set forth in the Lease. The following terms, covenants, and agreements are made a part of the Lease (if a provision of this Addendum conflicts with any provision contained in the Lease, then the provision of this Addendum shall control):

1. Options to Extend . Landlord does hereby grant to Tenant (each an “Extension Option”) the right, privilege, and option to extend this Lease for three (3) periods of five (5) years each (each an “Extension Term”) from the date of expiration of the initial Term hereof or the prior Extension Term, as applicable, upon the same terms and conditions as herein contained, except as to “Base Rent” which shall be determined in accordance with the following paragraphs. In the event Tenant desires to exercise its option to extend this Lease, then at least eighteen (18) months prior to the expiration of the initial Term or the applicable Extension Term, Tenant shall give Landlord a written notice binding upon Tenant and Landlord (the “Extension Notice”), exercising an Extension Option, but subject to withdrawal as permitted below. In the event that Tenant fails to give an Extension Notice, as set forth herein, then Tenant’s right to extend this Lease shall terminate and be of no further force and effect.

Base Rent during each Extension Term shall be set at a figure which is equal to 95% of the Fair Market Rent for the Premises at the time of commencement of each Extension Term, as determined by mutual agreement between Landlord and Tenant, or by arbitration in accordance with the provisions of this Lease. As used herein, the term “Fair Market Rent” shall mean the per-square-foot rental rate for a triple-net lease between a willing landlord, and a willing tenant, for comparable space, leased for a comparable term, with comparable quality construction (assuming shell and core space comparable to that provided under this Lease with a tenant improvement allowance equal to the Allowance as provided in Exhibit D subject to the CPI Adjustment (provided, however, that Landlord shall have no obligation to provide Tenant with any Allowance for any Extension Term), but excluding the value of all other existing tenant improvements or tenant alterations in the Premises paid for by Tenant), in comparable projects in the City of Seattle, taking into consideration: rental rates, location, extent of service provided or to be provided, the time the particular rate under consideration became or is to become effective, method of expense pass through, creditworthiness of the tenant, security deposits, and any other relevant terms or conditions. In no event shall there be deducted from such Fair Market Rent, the value of any concessions, including without limitation tenant improvements, commissions, free rent and/or “downtime”.

As used herein, the phrase “shell and core space comparable to that provided under this Lease” shall mean a building shell and core with: cast in place concrete with band beams to control vibration to 2000 micro inches/second and mild reinforcing steel to allow for future penetrations of the slab; 125 psf live load capacity; floor heights of 13’-0” clear; below-grade parking at 1 stall per 1000 square feet of rentable area; two passenger elevators and one freight elevator; main lobby complete with bathrooms; each tenant floor core area with elevator openings finished, restrooms complete, electrical room, telecommunications room and janitorial room; HVAC system utilizing a chilled water variable air volume rooftop equipment with 100% outside air and 1.5 cfm per gross square foot and vertical supply and return shafts to each floor; two vertical connectivity shafts for tenant exhaust ducts; two electrical rooms on each floor with a 480/277 volt distribution panel, a 225 kva 120/208 step down transformer and a 120/208 distribution panel in each room; fire sprinkler system for common areas and up heads; fire alarm system for common areas and connectivity available to each floor; and card key access system to building entrances, elevators and parking garage and connectivity for tenant spaces.

ADDENDUM NO. 1

PAGE - 1

As used herein, the term “CPI Adjustment” shall mean the percentage increase, if any, in the Monthly Consumer Price Index for all Urban Consumers, Seattle Average, for all Items (1982-84 = 100) published by the Bureau of Labor Statistics, United States Department of Labor (“CPI”) last published prior to the time of Fair Market Rent determination. The base period of the adjustment shall be the monthly CPI most recently published prior to the Commencement Date. If the Bureau of Labor Statistics ceases to use the: 1982-84 average as the basis of calculation, or the CPI is discontinued, the parties mutually shall agree on a substitute index of comparable statistics on the cost of living for the county in which the Premises is located, as shall be computed by an agency of the United States or by a responsible financial periodical of recognized authority.

If Landlord and Tenant are unable to agree upon said Fair Market Rent within thirty (30) days after Landlord’s receipt of an Extension Notice (the “Negotiation Period”), then the matter shall be determined by arbitration pursuant to the terms of this Section 1 . The parties agree to a standard of good faith and reasonableness in their attempts to affirmatively resolve the issue of Fair Market Rent.

(a) If the parties are unable to agree on the Fair Market Rent prior to the expiration of the Negotiation Period, each party shall give notice (the “Determination Notice”) to the other setting forth its respective determination of the Fair Market Rent. If the difference between the parties’ respective determinations of the Fair Market Rent set forth in the Determination Notices is less than or equal to five percent (5%) of the higher determination then the parties’ determinations shall be averaged and the average shall be the Fair Market Rent. If the difference between the two determinations is greater than five percent (5%), the matter shall be submitted for decision to a panel of three arbitrators. Within 30 days after the expiration of the Negotiation Period, Landlord and Tenant shall each appoint one arbitrator who is an MAI real estate appraiser, with at least ten (10) years’ full-time commercial appraisal experience in the Seattle, Washington area and who is neutral and has not rendered services to either Landlord or Tenant or their respective Affiliates within the preceding five (5) year period. The two arbitrators so appointed shall within fifteen (15) days after the date of the appointment of the last appointed arbitrator agree upon and appoint a third arbitrator who shall be qualified under the same criteria set forth above for qualification of the initial two arbitrators. Failing such agreement, either Landlord or Tenant shall have the right to petition for the appointment of the third arbitrator by the Presiding Judge of the Superior Court of King County.

(b) The determination of the arbitrators shall be limited solely to the issue of whether Landlord’s or Tenant’s proposed Fair Market Rent set forth in its Determination Notice is the closest to the actual fair market rent for the Premises. The arbitrators shall not have the power to add to, modify, or change any of the provisions of this Lease.

(c) The three arbitrators shall within thirty (30) days of the appointment of the third arbitrator reach a decision as to whether the parties shall use Landlord’s or Tenant’s proposed Fair Market Rent, and shall notify Landlord and Tenant thereof. The arbitrators shall be directed to use best efforts to reach a decision on Fair Market Rent on or before the date that is four (4) months after the date the Extension Notice is delivered. The decision of a majority of the three arbitrators shall be binding upon Landlord and Tenant.

(d) Each party shall each bear the cost of the arbitrator appointed by it directly and the cost of the third arbitrator shall be paid one-half by Landlord and one-half by Tenant. Each party shall be responsible for its own attorneys’ and experts fees in the arbitration process.

(e) If the arbitrators choose Landlord’s Determination Notice, Tenant shall have the right to withdraw the Extension Notice within ten (10) business days following the determination of the arbitrators, in which event Tenant shall pay the entire cost of arbitration (including, but not limited to, all reasonable appraisal fees Landlord has incurred in connection with the Extension Notice, whether incurred before or during the arbitration, and any other reasonable third party fees incurred by Landlord in connection with the arbitration) and the Lease Term shall terminate without extension. If the arbitrators choose Tenant’s Determination Notice, Tenant shall have no right to withdraw its Extension Notice.

ADDENDUM NO. 1

PAGE - 2

(f) Unless Tenant exercises its right to withdraw the Extension Notice under paragraph (e), Landlord and Tenant shall promptly execute and deliver an amendment to the Lease reflecting the extension and the Base Rent for the Extension Term.

If Landlord and Tenant are unable to agree upon or to complete the arbitration proceeding with respect to determination of the Fair Market Rent for an Extension Term prior to the first day of the applicable Extension Term, Tenant will, during any such Extension Term, pay Base Rent at a rate equivalent to a three and one-quarter percent (2.91%) increase of the Base Rent in effect immediately prior to the Extension Term in question until the parties agree upon the new Base Rent, or until the Base Rent is determined in arbitration pursuant to this Section 1 . The amount of the new Base Rent for the applicable Extension Term will be applied retroactively to the beginning of such Extension Term, and any rent adjustment will be made in connection with the next installment of Base Rent then due.

Any option to extend the Lease term may not be exercised or be assigned, voluntarily or involuntarily, by or to any person or entity other than Tenant or to an entity to whom Tenant’s interest under this Lease has been or is being assigned in accordance with Section 17 of this Lease. The Extension Options herein granted to Tenant are not assignable separate and apart from this Lease.

Notwithstanding anything to the contrary set forth above, Tenant shall not have the right to exercise any Extension Option:

(i) During the time commencing from the date Landlord gives to Tenant a written notice that: Tenant is in default under any provisions of this Lease, and continuing until the default alleged in said notice is cured (provided, however, that this provision shall not prevent Tenant from exercising an Extension Option if Tenant is not actually in default at the time the notice is given);

(ii) During the period of time commencing on the day after a monetary obligation to Landlord is due from Tenant and unpaid (without any necessity for notice thereof to Tenant) continuing until the obligation is paid; or

(iii) If a default in Payment of Rent has occurred under Section 12(a) of the Lease in the twelve (12) months prior to Tenant’s exercise of an Extension Option.

The period of time within which an Extension Option may be exercised shall not be extended or enlarged by reason of Tenant’s inability to exercise the Extension Option because of the foregoing provisions and/or restrictions.

2. Tenant Signage; Building Name . Tenant shall have signage on the Building directory at Landlord’s cost. Landlord shall install, at its cost, signage with Tenant’s name at each suite entrance and at the elevator lobby of any floor on which Tenant occupies space. The Building shall have a sign at the main entrance on Westlake Avenue identifying the Building as “307 Westlake”. SBRI has the exclusive right to name the building and install an exterior sign immediately below the 307 Westlake sign, identifying the name of the Building as approved by Landlord. Tenant shall have the right to install an exterior sign below any sign installed by SBRI, provided that such sign shall be solely for purposes of identifying CHRMC as a tenant and shall not include any CHRMC donor name, or donor symbol or logo. Tenant’s exterior sign shall be subject to Landlord’s approval, which shall not be unreasonably withheld. All of Tenant’s signage shall be subject to the Building signage standards, to the reasonable review and approval of Landlord and the rules and requirements of applicable government authorities.

3. Sales Tax Deferral .

All or portions of construction of the Building Shell and Core and the Tenant Improvements may be eligible for deferral of state and local sales and use taxes pursuant to RCW Chapter 82.63 (and any regulations promulgated in connection therewith) because Tenant will use the Premises for high technology research and development. Tenant shall cooperate with Landlord in the preparation and processing of applications with the Washington State Department of Revenue for a deferral of state and local sales and use taxes with respect to the construction of the Building Shell and Core (the “Tax Deferral”), which Landlord shall timely file in accordance

ADDENDUM NO. 1

PAGE - 3

with all statutory, regulatory and departmental requirements. Tenant shall cooperate with Landlord in the preparation and execution of any certificates or other documents required by the Department of Revenue to maintain the Tax Deferral, and Landlord shall be responsible for the timely and proper filling of such certificates and documents. Landlord and Tenant shall cooperate to prepare and each shall execute any certificates or other documents required by the Department of Revenue to obtain or maintain a tax deferral for the Tenant Improvements, which Tenant shall be responsible for filing. Landlord and Tenant hereby agree that the Base Rent assumes Landlord will receive a Tax Deferral on 42.3% of the costs of the Building shell and core. Landlord and Tenant further agree that the economic benefit of the assumed Tax Deferral cost savings has been passed on to Tenant in the Base Rent set forth in this Lease. Tenant acknowledges that all or a portion of the Tax Deferral may be required to be paid if the use of the Premises fails or ceases to qualify for the Tax Deferral. In the event all or any portion of the Tax Deferral is required to be paid because of a determination that Tenant’s use (or changed use) does not qualify, or due to any act or failure to act by Tenant (but not due to Landlord’s failure to timely file and process conforming applications and other documents with the Department of Revenue), then Tenant shall reimburse Landlord for the total amount of the Tax Deferral that Landlord is required to pay, promptly when due by Landlord, together with any penalties, interest or other charges that are or become due in connection with such taxes and arise out of Tenant’s nonqualifying use or any act or failure to act by Tenant. Such reimbursement amount or amounts shall become due as Additional Rent and Tenant shall pay such amounts promptly when due.

4. Shared Facilities Agreement . Concurrently with and as a condition on the execution of this Lease, Tenant and SBRI are entering into a Shared Facilities Agreement (“SFA”), under which certain laboratory-related services in the Building, located in SBRI’s leased premises, will be accessible to and shared by both SBRI and Tenant. Landlord acknowledges the existence of the SFA, and agrees that SBRI’s entering into the SFA and performing SBRI’s obligations under the SFA are not violations of the SBRI lease. Other than as expressly provided in this Lease, Landlord shall have no obligation with respect to the Shared Facilities. Without limiting Landlord’s obligations under Paragraph 5 and 6 of this Addendum, and except as provided in Section 3, Tenant shall have no right to abate Rent or make any claim against Landlord with respect to the Shared Facilities. Pursuant to Tenant’s Right to Expand in Paragraph 6 of this Addendum, Tenant shall have the right, upon termination of SBRI’s tenancy in the Building, to lease the portion of SBRI’s premises in which Shared Facilities are located.

5. Right of First Offer to Lease Additional Space in the Building . Provided that Tenant is not in default under the terms and conditions of this Lease, Tenant shall have a Right of First Offer to lease additional space as provided in this Paragraph 5 .

(a) Grant of First Right of Offer . Landlord hereby grants to Tenant a “Right Of First Offer” to lease all space located on the fourth (4th) and fifth (5th) floors of the Building, (the “Remaining Space”). If Landlord proposes to Lease, grant a right of possession in, or to extend the term of any lease or other occupancy agreement affecting the Remaining Space (except for any extension or renewal rights provided for in the SBRI Lease, or any new lease with SBRI as on the termination of SBRI’s existing lease term), or any portion thereof, Landlord may do so only after offering to lease the Remaining Space (the “Offered Space”) to Tenant on the terms and conditions set forth in this Paragraph 5 .

(b) Term of First Right of Offer . The term of this Right of First Offer shall commence on the Commencement Date of the Lease and shall continue until the expiration or earlier termination of the Lease; provided that the Right of First Offer shall expire if Landlord subsequently enters into a Complying Lease (as defined in Section 3(f) below). The Right of First Offer shall be subject and subordinate to all initial leases of the Remaining Space, and shall be subordinate to any new lease to SBRI after expiration of the existing SBRI lease.

(c) Notice of Intent to Lease . Landlord shall give written notice to Tenant of its intent to lease any of the Remaining Space (“Landlord’s Notice”). The Landlord’s Notice shall set forth the following basic business terms (collectively the “Basic Business Terms”): (i) the description of the Offered Space; (ii) the tenant improvement allowance, if any, Landlord is willing to offer; (iii) the minimum rent for the initial term of the lease and the formula, allowances for operating expenses, and Tenant’s obligation to pay taxes, assessments, insurance costs, and the like; and (vii) any other business terms Landlord elects to specify.

ADDENDUM NO. 1

PAGE - 4

(d) Exercise of Right of First Offer . Tenant may elect to exercise its Right Of First Offer with respect to the Offered Space by giving Landlord written notice of such election on or before the thirtieth (30th) day following delivery of Landlord’s Notice. Tenant’s failure to give written notice of an election to exercise its Right Of First Offer within such thirty (30) day period shall be deemed a waiver of its Right Of First Offer with respect to the Offered Space if Landlord enters into a Complying Lease with respect to such Offered Space.

(e) Terms of Lease . Upon Tenant’s exercise of the Right Of First Offer, Landlord shall lease to Tenant and Tenant shall lease from Landlord the Offered Space on the terms and conditions of this Lease, with such modifications as are necessary to make the lease for the Offered Space consistent with the Basic Business Terms stated in Landlord’s Notice. The parties also shall execute a written lease in the same form as this Lease, modified to incorporate the Basic Business Terms set forth in Landlord’s Notice and to eliminate any terms of the Lease that are inconsistent with the Basic Business Terms. The parties shall use good faith efforts to finalize the Offered Space Lease within forty-five (45) days of Tenant’s exercise of its Right of First Offer.

(f) Landlord’s Right to Lease . If Tenant does not indicate in writing its election to lease the Offered Space within the time period described in subparagraph (d) , above, Landlord thereafter shall have the right to lease the Offered Space, provided: (i) a valid lease is executed by Landlord with a third party tenant within one hundred eighty (180) days after delivery of Tenant’s election not to exercise its Right of First Offer (or, the expiration of Tenant’s election period if no notice is delivered by Tenant under subparagraph (d)) ; and (ii) the lease of the Offered Space is at a rental rate of not less than ninety-two and ¹ ⁄ ₂ percent (92.5%) of the rental rate specified in the Basic Business Terms for a lease term and on other terms at least as favorable (to a landlord) as the other Basic Business Terms set forth in Landlord’s Notice; it being agreed that Landlord shall be allowed to reduce the rental rate in consideration of a decreased TI allowance, and to increase the TI allowance in consideration of an increased rental rate (a “Complying Lease”). If Landlord enters into a Complying Lease of all or a portion of the Offered Space, such Offered Space covered by the Complying Lease shall no longer be subject to the Right of First Offer. Any lease of the Offered Space not meeting the criteria of the prior sentence shall be deemed a new determination by Landlord to lease the Offered Space and may not be consummated unless Tenant is again offered the right to lease such Offered Space in accordance with the provisions of this Right of First Offer; provided , however , that the time period for Tenant to respond to a subsequent Landlord’s Notice for Offered Space, which was previously offered to, but not leased by, Tenant, shall be reduced from the thirty (30) calendar day period specified in subparagraph (d) , above, to a ten (10) business day period following Tenant’s receipt of the subsequent Landlord’s Notice.

6. Right to Expand . Landlord hereby grants Tenant a right to expand into the, “Shared Services Space”, which is shown on Exhibit L to this Lease. If the SBRI Lease or SBRI’s or its successor’s occupancy under the SBRI Lease terminates as to any or all of the Shared Facilities Space, Landlord shall first offer such space to Tenant on the terms in this Paragraph 6. If Landlord offers any or all of the Shared Services Space, Tenant shall have the option to expand by leasing all but not less than all of the available Shared Services Space. Such option shall be exercisable only by written notice within 30 days after Landlord’s notice. Upon such exercise, Landlord and Tenant shall enter into an amendment of this Lease under which the Premises is expanded to include the Shared Services Space, with Base Rent for the Shared Services Space being equal to 57% of Tenant’s Base Rent per RSF for floors 2 and 3 as is then in effect under this Lease, and Tenant’s Proportionate Share shall be increased to reflect the expansion of the Premises. If the Shared Facilities to be leased includes the Generator, the Lease amendment shall further provide that Tenant shall make the generator available to provide back-up power for the fire and life safety systems serving the Building (including elevator, elevator pressurization, emergency lighting). During the Term of the Lease, Landlord shall reimburse Tenant for 15% of the annual maintenance, repair and replacement expenses incurred by Tenant in connection with such equipment; such reimbursement to be made promptly following Landlord’s receipt of written invoices therefor. Tenant shall be responsible for ensuring that all such equipment complies with all applicable Governmental Requirements.

If Tenant does not exercise its right to expand into the Shared Services Space within 30 days after Landlord’s notice, then Tenant shall have no further right to expand into any of the Shared Services Space.

7. Rooftop Equipment . In addition to the Premises and for no additional charge, Tenant shall be entitled to install and maintain certain equipment on the roof of the Building, including but not limited to supplemental HVAC equipment and communications devices such as antenna or satellite dishes (collectively, the “Rooftop Equipment”), and to connect such Rooftop Equipment to the

ADDENDUM NO. 1

PAGE - 5

Premises. Tenant shall present plans for the installation of each piece of Rooftop Equipment to Landlord for its review and approval, which shall not be unreasonably withheld, conditioned or delayed. Tenant shall be responsible for ensuring that all Roof-top Equipment complies with all applicable Governmental Requirements.

ADDENDUM NO. 1

PAGE - 6

LOGO

EXHIBIT B

TO LEASE

RULES AND REGULATIONS

1. Tenant shall not place anything, or allow anything to be placed near the glass of any window, door, partition or wall which may, in Landlord’s judgment, appear unsightly from outside of the Project.

2. The Project directory shall be available to Tenant solely to display names and their location in the Project, which display shall be as directed by Landlord and the installation of the initial identification on such display at Landlord’s expense.

3. The Common Areas, including the sidewalks, halls, passages, exits, entrances, elevators and stairways shall not be obstructed by Tenant or used by Tenant for any purposes other than for ingress to and egress from the Premises, the building conference room, or shared facilities elsewhere in the Building. Tenant shall lend its cooperation to keep such areas free from all obstruction and in a clean and sightly condition and shall move all supplies, furniture and equipment as soon as received directly to the Premises and move all such items and waste being taken from the Premises (other than waste customarily removed by employees of the Building) directly to the shipping platform at or about the time arranged for removal therefrom. The halls, passages, exits, entrances, elevators, stairways, balconies and roof are not for the use of the general public and Landlord shall, in all cases, retain the right to control and prevent access thereto by all persons whose presence in the judgment of Landlord, reasonably exercised; shall be prejudicial to the safety; character, reputation and interests of the Project. Neither Tenant nor any employee, invitee, agent or contractor shall go upon the roof of the project without the prior consent of Landlord or its designated representative, except in connection with the installation, inspection, maintenance or repair of any of Tenant’s rooftop equipment permitted hereunder.

4. The toilet rooms, urinals, wash bowls and other apparatuses shall not be used for any purposes other than that for which they were constructed, and no foreign substance of any kind whatsoever shall be thrown therein, and to the extent caused by Tenant or its employees or invitees, the expense of any breakage, stoppage or damage resulting from the violation of this rule shall be borne by Tenant.

5. Tenant shall not cause any unnecessary janitorial labor or services by reason of Tenant’s carelessness or indifference in the preservation of good order and cleanliness.

6. Tenant shall not install or operate any heating or air conditioning apparatus which adversely effects the Building HVAC systems.

7. Tenant shall not bring upon, use or keep in the Premises or the Project any kerosene, gasoline or inflammable or combustible fluid or material, or any other articles deemed hazardous to persons or property, excepting therefrom any such materials permitted by the Lease or use any method of heating or air conditioning other than that supplied by Landlord or provided for in the Lease or in Tenant’s approved tenant improvement plans.

8. Landlord shall have sole power to direct electricians as to where and how telephone and other wires are to be introduced. No boring or cutting for wires is to be allowed without the reasonable consent of Landlord. The location of telephones, call boxes and other office equipment affixed to the Premises shall be subject to the reasonable approval of Landlord.

9. Upon termination of the lease, Tenant shall deliver to Landlord all keys and passes for offices, rooms, parking lot, and toilet rooms which shall have been furnished Tenant.

In the event of the loss of keys so furnished, Tenant shall pay Landlord therefor.

EXHIBIT B

PAGE B-1

10. Tenant shall not install linoleum, tile, carpet or other floor covering so that the same shall be affixed to the floor of the Premises in any manner except as approved by Landlord.

11. No furniture, packages, supplies, equipment or merchandise will be received in the Project or carried up or down in the, freight elevator, except between such hours and in such freight elevator as shall be designated by Landlord. Tenant shall not take or permit to be taken in or out of other entrances of the Building, or take or permit on other elevators, any item normally taken in or out through the trucking concourse or service doors or, in or on freight elevators without Landlord’s prior consent which shall not be unreasonably withheld.

12. Tenant shall cause all doors to the Premises to be closed and securely locked before leaving the Project at the end of the day, except as provided by Landlord in writing.

13. Intentionally Omitted.

14. Tenant shall cooperate fully with Landlord to assure the most effective operation of the Premises’ or the Project’s heating and air conditioning, and shall refrain from attempting to adjust any controls, other than room thermostats installed for Tenant’s use or for supplemental heating and air conditioning equipment installed by Tenant.

15. Tenant assumes full responsibility for protecting the Premises, (but not the Common Areas) from theft, robbery and pilferage, which may arise from a cause other than Landlord’s negligence, which includes keeping doors locked and other means of entry to the Premises closed and secured.

16. [omitted]

17. [omitted]

18. No bicycle or other vehicle shall be allowed in the Premises or the Common Areas of the Building (other than the garage). No animals or pets, other than those required for Tenant’s laboratory work, “seeing eye” dogs accompanying blind persons and companion animals assisting disabled persons, shall be permitted in the Premises or any of the Common Areas.

19. Tenant acknowledges that Building security problems may occur which may require the employment of extreme security measures in the day-to-day operation of the Project. Accordingly:

(a) Landlord may, at any time, or from time to time, or for regularly scheduled time periods, as deemed advisable by Landlord and/or its agents, in their sole discretion, require that persons entering or leaving the Project or the Property identify themselves to watchmen or other employees designated by Landlord, by registration, identification or otherwise.

(b) Tenant agrees that it and its employees will cooperate fully with Project employees in the implementation of any and all reasonable security procedures.

(c) Such security measures shall be the sole responsibility of Landlord, and Tenant shall have no liability for any action taken by Landlord in connection therewith, it being understood that Landlord is not required to provide any security procedures and the Lease shall have no liability for such security procedures or the lack thereof, except as provided in the Lease.

20. Tenant shall not disturb the quiet enjoyment of any other tenant.

21. Intentionally Omitted .

22. No equipment, mechanical ventilators, awnings, special shades or other forms of window covering shall be permitted either inside or outside the windows of the Premises, without the prior written consent of Landlord, and then only at the expense and risk of Tenant, and they shall be of such shape, color, material, quality, design and make as may be approved by Landlord.

EXHIBIT B

PAGE B-2

23. Tenant shall not during the term of this Lease canvas or solicit other tenants of the Building for any purpose except as permitted under the Lease.

24. Tenant shall not install or operate any antenna, aerial, wires or other equipment inside or outside the Building, nor operate any electrical device from which may emanate electrical waves which may interfere with or impair radio or television broadcasting or reception from or in the Building or elsewhere, without in each instance the prior written approval of Landlord which shall not be unreasonably withheld, conditioned or delayed. The use thereof, if permitted, shall be subject to reasonable control by Landlord to the end that others shall not be disturbed.

25. Except in the retail portion of the Premises, Tenant shall not exhibit, sell or offer for sale, rent or exchange in the Premises or at the Project any article, thing or service without the prior written consent of Landlord, which consent shall not be unreasonably withheld, conditioned or delayed.

26. [omitted]

27. Intentionally Omitted .

28. Whenever Landlord’s consent, approval or satisfaction is required under these Rules, then unless otherwise stated, any such consent, approval or satisfaction must be obtained in advance, such consent, or approval may be granted or withheld in Landlord’s reasonable discretion, and Landlord’s satisfaction shall be determined in its reasonable judgment.

29. Tenant and its employees shall cooperate in all fire drills conducted by Landlord in the Building.

In the event of any conflict between the terms of the Lease and these rules and regulations, the terms of the Lease shall control.

EXHIBIT B

PAGE B-3

EXHIBIT C

TO LEASE

LANDLORD’S WORK

As used in this Lease, the term “ Landlord’s Work ” shall mean the design, permitting and construction of the Building Shell and Core (as such term is defined in Paragraph 1.1 of Exhibit D) .

Landlord, at its sole cost and expense, shall design, permit and construct the Project on the Land in accordance with all applicable Governmental Requirement’s and in accordance with the plans and specifications described on Attachment A attached hereto, which have been approved by Landlord and Tenant (the “ Shell and Core Plans ”). Any deviations from or changes to the Shell and Core Plans must be submitted to and approved by Tenant. Within a reasonable time after the Commencement Date, Landlord shall furnish a copy of “as-built” Shell and Core Plans in the form as prepared for Landlord’s own use. Tenant shall pay Landlord’s actual cost of duplicating the as-built Shell and Core Plan.

See Section 1.3 of Exhibit D regarding changes to the Shell and Core-Plans.

EXHIBIT C

PAGE C-1

Project No.: PR02715

November 8, 2002

Page 1 of 7

307 W ESTLAKE A VENUE N ORTH


S ECTION N O . / D RAWING N O .	D RAWINGS :	D ESCRIPTION / R EVISION	D ATE
T ITLE S HEETS , CIVIL , SHORING & LANDSCAPING
T1	GENERAL PROJECT INFORMATION	100% CD Set	10/18/02
T1.1	Abbreviations and Graphic Standards	100% CD Set	10/18/02
T1.2	Code & Zoning Information	100% CD Set	10/18/02

C1.1	Storm Drainage and Erosion Control Plan	100% CD Set	10/18/02

C2.1	Foundation Drain Plan	100% CD Set	10/18/02
C2.2	Foundation Drain Details	100% CD Set	10/18/02

C3.1	Vicinity Map and General Notes	100% CD Set	10/18/02
C3.2	Utility and Grading Plan, Westlake Avenue N	100% CD Set	10/18/02
C3.3	Utility and Grading Plan, Alley and Thomas St	100% CD Set	10/18/02
C3.4	Utility and Grading Plan, Alley and Harrison St	100% CD Set	10/18/02
C3.5	Rechannelization Plan Harrison ST	100% CD Set	10/18/02
C3.6	Paving Details and Site Sewer Details	100% CD Set	10/18/02
C3.7	Westlake Ave. N and Thomas St Profiles	100% CD Set	10/18/02
C3.8	Alley Profile	100% CD Set	10/18/02
C3.9	Alley Profile	100% CD Set	10/18/02

C4.1	Underground Utility Vicinity Map, General Notes	100% CD Set	10/18/02
C4.2	Underground Utility Plan – Alley & Thomas Street	100% CD Set	10/18/02
C4.3	Underground Utility Plan – Alley & Harrison Street	100% CD Set	10/18/02
C4.4	Utility Details & Sections	100% CD Set	10/18/02
C4.5	Utility Details & Sections	100% CD Set	10/18/02
C4.6	Utility Details & Sections	100% CD Set	10/18/02

SH1.0	Temporary Shoring Wall Cover Sheet & Notes	100% CD Set	10/23/02

SH2.0	Temporary Shoring Wall Site Plan	100% CD Set	10/23/02

SH3.0	Temporary Shoring Wall East Elevation	100% CD Set	10/23/02
SH3.1	Temporary Shoring Wall South Elevation	100% CD Set	10/23/02
SH3.2	Temporary Shoring Wall West Elevation	100% CD Set	10/23/02

SH4.0	Temporary Shoring Wall Cross Sections	100% CD Set	10/23/02
SH4.1	Temporary Shoring Wall Cross Sections	100% CD Set	10/23/02

SH5.0	Temporary Shoring Wall Details	100% CD Set	10/23/02
SH5.1	Temporary Shoring Wall Details	100% CD Set	10/23/02
SH5.2	Temporary Shoring Wall Details	100% CD Set	10/23/02

SH6.0	Temporary Shoring Wall Construction Steps	100% CD Set	10/23/02
SH7.0	Temporary Shoring Wall Specifications	100% CD Set	10/23/02
SH7.1	Temporary Shoring Wall Specifications	100% CD Set	10/23/02

SH8.0	Shoring Plan	100% CD Set	10/18/02
SH8.1	Shoring Elevations, Sections, & Details	100% CD Set	10/18/02

Project No.: PR02715

November 8, 2002

Page 2 of 7

307 W ESTLAKE A VENUE N ORTH


S ECTION No. / D RAWING N O .	D RAWINGS :	D ESCRIPTION / R EVISION	D ATE
L1.01	Landscape Plan	100% CD Set	10/14/02
L2.01	Irrigation Plan	100% CD Set	10/14/02
L3.01	Paving Plan	100% CD Set	10/14/02

ARCHITECTURAL
Al	SITE PLAN, DEMOLITION PLAN, TEMPORARY WORK	100% CD Set	10/18/02
Al.1	Site Demolition Plan	100% CD Set	10/18/02
Al.2	Site Plan	100% CD Set	10/18/02

A2	PLANS, KEY DRAWINGS, DETAILED PLANS	100% CD Set	10/18/02
A2.1	Parking Level 2 Floor Plan	100% CD Set	10/18/02
A2.2	Intermediate Parking Ramp	100% CD Set	10/18/02
A2.3	Parking Level 1 Floor Plan	100% CD Set	10/18/02
A2.4	Ground Floor Plan	100% CD Set	10/18/02
A2.5	Mezzanine Floor Plan	100% CD Set	10/18/02
A2.6	Second Floor Plan	100% CD Set	10/18/02
A2.7	Third Floor Plan	100% CD Set	10/18/02
A2.8	Fourth Floor Plan	100% CD Set	10/18/02
A2.9	Fifth Floor Plan	100% CD Set	10/18/02
A2.10	Roof Plan	100% CD Set	10/18/02
A2.11	Enlarged Floor Plans – Parking Levels	100% CD Set	10/18/02
A2.12	Enlarged Floor Plans – Ground Floor	100% CD Set	10/18/02
A2.13	Enlarged Floor Plans – Second Floor	100% CD Set	10/18/02
A2.14	Enlarged Floor Plans – Third Floor	100% CD Set	10/18/02
A2.15	Enlarged Floor Plans – Fourth Floor	100% CD Set	10/18/02
A2.16	Enlarged Floor Plans – Fifth Floor	100% CD Set	10/18/02
A2.17	Enlarged Roof Plan	100% CD Set	10/18/02
A2.18	Enlarged Floor Plan – Parking 1	100% CD Set	10/18/02

A3	SCHEDULES
A3.1	Wall Types	100% CD Set	10/18/02
A3.2	Room Finish Schedule	100% CD Set	10/18/02
A3.3	Door Schedule	100% CD Set	10/18/02
A3.4	Door Details	100% CD Set	10/18/02

A4	EXTERIOR ELEVATIONS AND SECTIONS
A4.1	Exterior Elevations	100% CD Set	10/18/02
A4.2	Exterior Elevations	100% CD Set	10/18/02
A4.3	Building Sections	100% CD Set	10/18/02
A4.4	Building Sections	100% CD Set	10/18/02
A4.5	Wall Sections at Office	100% CD Set	10/18/02
A4.6	Wall Sections at Laboratory	100% CD Set	10/18/02
A4.7	Wall Sections at Alley	100% CD Set	10/18/02
A4.8	Wall Sections at Entrance	100% CD Set	10/18/02
A4.9	Wall Sections at North Wall	100% CD Set	10/18/02
A4.10	Wall Sections at South Wall	100% CD Set	10/18/02
A4.11	Wall Sections at Alley	100% CD Set	10/18/02

Project No.: PR02715

November 8, 2002

Page 3 of 7

307 W ESTLAKE A VENUE N ORTH


S ECTION N O . / D RAWING N O .	D RAWINGS :	D ESCRIPTION / R EVISION	D ATE
A4.12	Partial Exterior Elevations	100% CD Set	10/18/02

A5	INTERIOR ELEVATIONS
A5.1	Interior Elevations	100% CD Set	10/18/02
A5.2	Interior Elevations	100% CD Set	10/18/02
A5.3	Stair and Ramp Details	100% CD Set	10/18/02
A5.4	Interior Elevations	100% CD Set	10/18/02
A5.5	Interior Elevations	100% CD Set	10/18/02
A5.6	Sections	100% CD Set	10/18/02

A6	REFLECTED CEILING PLANS
A6.1	Ground Floor Reflected Ceiling Plan	100% CD Set	10/18/02
A6.2	Mezzanine Reflected Ceiling Plan	100% CD Set	10/18/02
A6.3	Second Floor Reflected Ceiling Plan	100% CD Set	10/18/02
A6.4	Third Floor Reflected Ceiling Plan	100% CD Set	10/18/02
A6.5	Fourth Floor Reflected Ceiling Plan	100% CD Set	10/18/02
A6.6	Fifth Floor Reflected Ceiling Plan	100% CD Set	10/18/02

A7	VERTICAL CIRCULATION/TRANSPORTATION AND CORES
A7.1	Stair Sections	100% CD Set	10/18/02
A7.2	Stair Details	100% CD Set	10/18/02
A7.3	Enlarged Elevator Plans and Sections	100% CD Set	10/18/02
A7.4	Lobby Stair Plans & Sections	100% CD Set	10/18/02

A8	EXTERIOR ENVELOPE DETAILS
A8.1	Exterior Entry Elevation, Section Plan and Details	100% CD Set	10/18/02
A8.2	Exterior Entry Glazed Wall Details	100% CD Set	10/18/02
A8.3	Exterior Wall Plan Details	100% CD Set	10/18/02
A8.4	Exterior Wall Plan Details	100% CD Set	10/18/02
A8.5	Exterior Plan Details	100% CD Set	10/18/02
A8.6	Exterior Plan Details	100% CD Set	10/18/02
A8.7	Exterior Details	100% CD Set	10/18/02
A8.8	Exterior Details	100% CD Set	10/18/02
A8.9	Roof Details	100% CD Set	10/18/02
A8.10	Roof Details	100% CD Set	10/18/02
A8.11	Window Schedule	100% CD Set	10/18/02
A8.12	Window Schedule	100% CD Set	10/18/02
A8.13	Window Schedule	100% CD Set	10/18/02
A8.14	Canopy Plans and Details	100% CD Set	10/18/02
A8.15	Canopy Plans and Details	100% CD Set	10/18/02
A8.16	Sunscreen Plans	100% CD Set	10/18/02

A9	INTERIOR DETAILS
A9.1	Interior Details	100% CD Set	10/18/02
A9.2	Interior Details	100% CD Set	10/18/02
A9.3	Interior Details	100% CD Set	10/18/02
A9.4	Interior Details (Bridge)	100% CD Set	10/18/02

Project No.: PR02715

November 8, 2002

Page 4 of 7

307 W ESTLAKE A VENUE N ORTH


S ECTION N O . / D RAWING N O .	D RAWINGS :	D ESCRIPTION / R EVISION	D ATE
STRUCTURAL
S0.1	General Notes & Abbreviations	100% CD Set	10/18/02

S1.1	Foundation Schedules and Details	100% CD Set	10/18/02
S1.2	Foundation Wall Elevations	100% CD Set	10/18/02
S1.3	Foundation Wall Sections	100% CD Set	10/18/02
S1.4	Foundation Details
S1.5	Foundation Details	100% CD Set	10/18/02

S2.0	Foundation Plan	100% CD Set	10/18/02
S2.1	Parking Level 2 Framing Plan	100% CD Set	10/18/02
S2.2	Parking Level 1 Framing Plan	100% CD Set	10/18/02
S2.2A	Parking Level 1 Post-Tension	100% CD Set	10/18/02
S2.3	Ground Floor Framing Plan	100% CD Set	10/18/02
S2.3A	Ground Floor Point-Tensioning Plan	100% CD Set	10/18/02
S2.4	2 ^nd Floor Framing Plan	100% CD Set	10/18/02
S2.5	3 ^rd Floor Framing Plan	100% CD Set	10/18/02
S2.6	4 ^th Floor Framing Plan	100% CD Set	10/18/02
S2.7	5 ^th Floor Framing Plan	100% CD Set	10/18/02
S2.8	Roof Framing Plan	100% CD Set	10/18/02
S2.9	Mezzanine Framing Plan/Penthouse Roof Framing Plan	100% CD Set	10/18/02

S3.1	Shear Wall Elevations	100% CD Set	10/18/02
S3.2	Shear Wall Elevations	100% CD Set	10/18/02
S3.3	Shear Wall Details	100% CD Set	10/18/02
S3.4	Shear Wall Details	100% CD Set	10/18/02
S3.5	Shear Wall Schedule and Details	100% CD Set	10/18/02

S4.1	Column Schedule & Details	100% CD Set	10/18/02
S4.2	Beam & Girder Schedules and Details	100% CD Set	10/18/02
S4.3	Slab Schedules and Details	100% CD Set	10/18/02
S4.4	Typical CMU and Concrete Wall Details	100% CD Set	10/18/02
S4.5	Concrete Details	100% CD Set	10/18/02
S4.6	Concrete Details	100% CD Set	10/18/02
S4.7	Concrete Details	100% CD Set	10/18/02
S4.8	Concrete Details	100% CD Set	10/18/02

S5.1	P/T Slab Details	100% CD Set	10/18/02
S5.2	P/T Details, Schedules and General Notes	100% CD Set	10/18/02
S5.3	P/T Beam Schedule and Details	100% CD Set	10/18/02
S5.4	P/T Partial Plans	100% CD Set	10/18/02

S6.1	Steel Framing Details	100% CD Set	10/18/02
S6.2	Steel Framing Details	100% CD Set	10/18/02
S6.3	Steel Braced Frame Elevations and Details	100% CD Set	10/18/02
S6.4	Steel Framing Details	100% CD Set	10/18/02
S6.5	Steel Framing Details	100% CD Set	10/18/02
S6.6	Steel Framing Details	100% CD Set	10/18/02

Project No.: PR02715

November 8, 2002

Page 5 of 7

307 W ESTLAKE A VENUE N ORTH


S ECTION N O . / D RAWING N O .	D RAWINGS :	D ESCRIPTION / R EVISION	D ATE
S6.7	Steel Framing Details	100% CD Set	10/18/02
S6.8	Steel Details	100% CD Set	10/18/02

MECHANICAL
M0.1	General Information Drawing List, Abbreviations	100% CD Set	10/18/02
M0.2	Building Design Criteria	100% CD Set	10/18/02
		100% CD Set
M2.1	Parking Level 2 Floor Plan – HVAC	100% CD Set	10/18/02
M2.3	Parking Level 1 Floor Plan – HVAC	100% CD Set	10/18/02
M2.4	Ground Floor Plan – HVAC	100% CD Set	10/18/02
M2.5	Mezzanine Level Floor Plan – HVAC	100% CD Set	10/18/02
M2.6	Level 2 Floor Plan – HVAC	100% CD Set	10/18/02
M2.7	Level 3 Floor Plan – HVAC	100% CD Set	10/18/02
M2.8	Level 4 Floor Plan – HVAC	100% CD Set	10/18/02
M2.9	Level 5 Floor Plan – HVAC	100% CD Set	10/18/02
M2.10	Roof Plan – HVAC	100% CD Set	10/18/02

M5.1	Ceiling Allocation	100% CD Set	10/18/02
M5.2	Details – HVAC	100% CD Set	10/18/02
M5.3	Details – HVAC	100% CD Set	10/18/02

M6.1	Hydronic Piping Schematic Diagram	100% CD Set	10/18/02
M6.4	Shaft Riser Schematic Diagram	100% CD Set	10/18/02

M7.1	Equipment Schedules	100% CD Set	10/18/02
M7.2	Equipment Schedules	100% CD Set	10/18/02

M8.0	Engineer’s Sequence of Control	100% CD Set	10/18/02

P2.0	Foundation Level Floor Plumbing	100% CD Set	10/18/02
P2.1	Parking Level 2 Floor Plan Plumbing	100% CD Set	10/18/02
P2.3	Parking Level 1 Floor Plan Plumbing	100% CD Set	10/18/02
P2.4	Level 1 Floor Plan – Plumbing	100% CD Set	10/18/02
P2.5	Mezzanine Level Floor Plan – Plumbing	100% CD Set	10/18/02
P2.6	Level 2 Floor Plan Plumbing	100% CD Set	10/18/02
P2.7	Level 3 Floor Plan Plumbing	100% CD Set	10/18/02
P2.8	Level 4 Floor Plan Plumbing	100% CD Set	10/18/02
P2.9	Level 5 Floor Plan Plumbing	100% CD Set	10/18/02
P2.10	Roof Plan Plumbing	100% CD Set	10/18/02

P3.0	Enlarged Floor Plan – Plumbing	100% CD Set	10/18/02

P5.0	Details Plumbing	100% CD Set	10/18/02
P5.1	Details Plumbing	100% CD Set	10/18/02

P6.3	Domestic and Lab Waterpiping Schematic Diagram	100% CD Set	10/18/02

P7.0	Schedules Plumbing	100% CD Set	10/18/02

Project No.: PR02715

November 8, 2002

Page 6 of 7

307 W ESTLAKE A VENUE N ORTH


S ECTION N O . / D RAWING N O .	D RAWINGS :	D ESCRIPTION / R EVISION	D ATE
ELECTRICAL
E0.1	Symbols and Abbreviations	100% CD Set	10/18/02

E1.2	Site Plan – Electrical	100% CD Set	10/18/02

E2.1	Electrical Site Plan	100% CD Set	10/18/02

E3.1	Parking Level 2 Floor Plan – Power/Systems	100% CD Set	10/18/02
E3.2	Intermediate Parking Ramp Plan – Power/Systems	100% CD Set	10/18/02
E3.3	Parking Level 1 Floor Plan – Power/Systems	100% CD Set	10/18/02
E3.4	Ground Floor Plan – Power/Systems	100% CD Set	10/18/02
E3.5	Mezzanine Floor Plan – Power/Systems	100% CD Set	10/18/02
E3.6	Second Floor Plan – Power/Systems	100% CD Set	10/18/02
E3.7	Third Floor Plan – Power/Systems	100% CD Set	10/18/02
E3.8	Fourth Floor Plan – Power/Systems	100% CD Set	10/18/02
E3.9	Fifth Floor Plan – Power/Systems	100% CD Set	10/18/02
E3.10	Roof Plan – Power/Systems	100% CD Set	10/18/02

E5.1	Parking Level 2 Floor Plan – Lighting	100% CD Set	10/18/02
E5.2	Intermediate Parking Ramp Plan – Lighting	100% CD Set	10/18/02
E5.3	Parking Level 1 Floor Plan – Lighting	100% CD Set	10/18/02
E5.4	Ground Floor Plan – Lighting	100% CD Set	10/18/02
E5.5	Mezzanine Floor Plan – Lighting	100% CD Set	10/18/02
E5.6	Second Floor Plan – Lighting	100% CD Set	10/18/02
E5.7	Third Floor Plan – Lighting	100% CD Set	10/18/02
E5.8	Fourth Floor Plan – Lighting	100% CD Set	10/18/02
E5.9	Fifth Floor Plan – Lighting	100% CD Set	10/18/02
E5.10	Roof Plan – Lighting	100% CD Set	10/18/02
E5.11	Lighting Controls	100% CD Set	10/18/02
E5.12	Lighting Controls	100% CD Set	10/18/02

E7.1	Electrical One Line Riser Diagram	100% CD Set	10/18/02
E7.2	Electrical Conduit & Wire Table	100% CD Set	10/18/02
E7.3	Voice/Data Riser	100% CD Set	10/18/02

E8.1	Parking Level 2 Enlarged Electrical Floor Plan	100% CD Set	10/18/02
E8.2	Level 2 Thru 5 Enlarged Electrical Floor Plan	100% CD Set	10/18/02

E9.1	Site Details	100% CD Set	10/18/02
E9.2	Details	100% CD Set	10/18/02
E9.3	Details	100% CD Set	10/18/02

Project No.: PR02715

November 8, 2002

Page 1 of 5

307 W ESTLAKE A VENUE N ORTH / SBRI


S ECTION N O . / D RAWING N O .	S PECIFICATIONS :	D ESCRIPTION / R EVISION	D ATE
00300	LEED ^TM INFORMATION AVAILABLE TO BIDDERS

DIVISION 1 – GENERAL REQUIREMENTS
01011	LEED ^TM Requirements	100% CD	10/18/02
	Table 1 – LEED ^TM Credit Items	100% CD	10/18/02
	Table 2 – Contractor Req. LEED ^TM accpt Alt. Data (Submittals)	100% CD	10/18/02
01100	Summary	100% CD	10/18/02
01231	LEED ^TM Accepted Alternates	100% CD	10/18/02
	Figure 1: 500 Mile Radius for Local Materials – accept. Alt 13	100% CD	10/18/02
	Table 1. Recycled Content Building Materials (accept. Alt 12)	100% CD	10/18/02
	Table 2. Low-Emitting Building Materials (accept. Alt 18)	100% CD	10/18/02
	Table 3. VOC Limits for Low-Emitting Bldg. Mat (accept Alt. 17)	100% CD	10/18/02
01250	Contract Modification Procedures	100% CD	10/18/02
01290	Payment Procedures	100% CD	10/18/02
01310	Project Management and Coordination	100% CD	10/18/02
01320	Construction Progress Documentation	100% CD	10/18/02
01330	Submittal Procedures	100% CD	10/18/02
01400	Quality Requirements	100% CD	10/18/02
01410	Regulatory Requirements	100% CD	10/18/02
01420	References	100% CD	10/18/02
01500	Temporary Facilities and Controls	100% CD	10/18/02
01505	Sustainable Job Site Operations – Waste Reduction	100% CD	10/18/02
01506	Sustainable Job Site Ops. – Site Protection Plan	100% CD	10/18/02
01507	Construction Indoor Air Quality (IAQ) Mgt. Plan	100% CD	10/18/02
01600	Product Requirements	100% CD	10/18/02
	CSI Form 13.1A – Substitution Request – After the bidding phase	100% CD	10/18/02
01700	Execution Requirements	100% CD	10/18/02
01731	Cutting and Patching	100% CD	10/18/02
01770	Closeout Procedures	100% CD	10/18/02

DIVISION 2 – SITE CONSTRUCTION
02150	Shoring	100% CD	10/18/02
02300	Earthwork	100% CD	10/18/02
02320	Trenching, Backfilling and Compacting	100% CD	10/18/02
02370	Erosion and Sedimentation Control	100% CD	10/18/02
02461	Site Improvements	100% CD	10/18/02
02510	Water Distribution	100% CD	10/18/02
02515	Unit Pavers – Pedestrian Areas	100% CD	10/18/02
02530	Sanitary Sewerage	100% CD	10/18/02
02623	Foundation Drainage Systems	100% CD	10/18/02
02630	Storm Drainage	100% CD	10/18/02
02745	Asphalt Concrete Paving	100% CD	10/18/02
02751	Cement Concrete Paving	100% CD	10/18/02
02765	Pavement Markings	100% CD	10/18/02
02810	Irrigation	100% CD	10/18/02
02848	Wheel Stops	100% CD	10/18/02
02874	Bicycle Parking Racks	100% CD	10/18/02
02900	Planting	100% CD	10/18/02

Project No.: PR02715

November 8, 2002

Page 2 of 5

307 W ESTLAKE A VENUE N ORTH / SBRI


S ECTION N O . / D RAWING N O .	S PECIFICATIONS :`	D ESCRIPTION / R EVISION	D ATE
02980	Repair of Existing Payements	100% CD	10/18/02

DIVISION 3 – CONCRETE
03275	Prestress Steel Tendons and Accessories	100% CD	10/18/02
03300	Cast-in-place Concrete	100% CD	10/18/02
03371	Shotcrete	100% CD	10/18/02

DIVISION 4 – MASONRY
04720	Cast Stone	100% CD	10/18/02
04810	Unit Masonry Assemblies	100% CD	10/18/02

DIVISION 5 – METALS
05120	Structural Steel	100% CD	10/18/02
05130	Architecturally Exposed Structural Steel (AESS)	100% CD	10/18/02
05310	Steel Deck	100% CD	10/18/02
05400	Cold-Formed Metal Framing	100% CD	10/18/02
05500	Metal Fabrications	100% CD	10/18/02
05511	Metal Stairs	100% CD	10/18/02
05580	Formed-Metal Fabrications	100% CD	10/18/02
05810	Expansion Joint Cover Assemblies	100% CD	10/18/02

DIVISION 6 – WOOD AND PLASTICS
06100	Rough Carpentry	100% CD	10/18/02
06402	Interior Architectural Woodwork	100% CD	10/18/02

DIVISION 7 – THERMAL AND MOISTURE PROTECTION
07115	Bituminous Damproofing	100% CD	10/18/02
07131	Self-Adhering Sheet Waterproofing	100% CD	10/18/02
07141	Cold Fluid-Applied Waterproofing	100% CD	10/18/02
07180	Traffic Coatings	100% CD	10/18/02
07190	Water Repellents	100% CD	10/18/02
07195	Concrete Floor Sealers	100% CD	10/18/02
07210	Building Insulation	100% CD	10/18/02
07270	Air Barriers	100% CD	10/18/02
07412	Metal Wall Panels	100% CD	10/18/02
07430	Composite Panels	100% CD	10/18/02
07551	Modified Bituminous Membrane Roofing	100% CD	10/18/02
07610	Sheet Metal Roofing	100% CD	10/18/02
07620	Sheet Metal Flashing and Trim	100% CD	10/18/02
07640	Metal Roofing Underlayment	100% CD	10/18/02
07720	Roof Accessories	100% CD	10/18/02
07840	Through-Penetration Fire Stop Systems	100% CD	10/18/02
07920	Joint Sealants	100% CD	10/18/02

DIVISION 8 – DOORS AND WINDOWS
08110	Steel Doors and Frames	100% CD	10/18/02
08125	Interior Aluminum Door Frames	100% CD	10/18/02
08210	Flush Wood Doors	100% CD	10/18/02
08311	Access Doors and Frames	100% CD	10/18/02
08335	Overhead Coiling Grilies	100% CD	10/18/02
08400	Aluminum Entrance and Storefronts	100% CD	10/18/02

Project No.: PR02715

November 8, 2002

Page 3 of 5

307 W ESTLAKE A VENUE N ORTH / SBRI


S ECTION N O . / D RAWING N O .	S PECIFICATIOS :	D ESCRIPTION / R EVISION	D ATE
08520	Aluminum Windows	100% CD	10/18/02
08636	Sloped Metal Framed Skylights	100% CD	10/18/02
08710	Door Hardware	100% CD	10/18/02
08800	Glazing	100% CD	10/18/02
08970	Glazed Wall System	100% CD	10/18/02

DIVISION 9 – FINISHES
09260	Gypsum Board Assemblies	100% CD	10/18/02
09300	Ceramic Tile	100% CD	10/18/02
09380	Cut Natural Stone Tile	100% CD	10/18/02
09512	Acoustical Panel Ceilings	100% CD	10/18/02
09652	Sheet Vinyl Floor Coverings	100% CD	10/18/02
09653	Resilient Base and Accessories	100% CD	10/18/02
09680	Carpet	100% CD	10/18/02
09751	Interior Stone Facing	100% CD	10/18/02
09820	Acoustical Insulation and Barriers	100% CD	10/18/02
09840	Acoustical Wall Treatment	100% CD	10/18/02
09912	Painting	100% CD	10/18/02
09960	High-Performance Architectural Coatings	100% CD	10/18/02

DIVISION 10 – SPECIALTIES
10165	Plastic Laminate Toilet Compartments	100% CD	10/18/02
10210	Metal Wall Louvers	100% CD	10/18/02
10522	Fire Extinguishers and Cabinets	100% CD	10/18/02
10553	Mail Boxes	100% CD	10/18/02
10640	Chain Link Partitions	100% CD	10/18/02
10810	Toilet Accessories	100% CD	10/18/02

DIVISION 11 – EQUIPMENT
11011	Fall Protection Systems	100% CD	10/18/02
11150	Parking Control Equipment	100% CD	10/18/02

DIVISION 12 – FURNISHINGS
12495	Window Shades	100% CD	10/18/02
12500	Furniture	100% CD	10/18/02

DIVISION 13 – SPECIAL CONSTRUCTION
	NOT APPLICABLE

DIVISION 14 – CONVEYING SYSTEMS
14210	Electric Traction Elevators	100% CD	10/18/02

DIVISION 15 – MECHANICAL
15010	General Requirements	100% CD	10/18/02
15015	SCL Rebate Environmental Requirements	100% CD	10/18/02
15016	SCL Rebate Performance Spec	100% CD	10/18/02
15020	Mechanical Submittals	100% CD	10/18/02
15030	Variable Frequency Drives	100% CD	10/18/02
15031	SCL Rebate VFD Performance Spec	100% CD	10/18/02

Project No.: PR02715

November 8, 2002

Page 4 of 5

307 W ESTLAKE A VENUE N ORTH / SBRI


S ECTION N O . / D RAWING N O .	S PECIFICATIONS :	D ESCRIPTION / R EVISION	D ATE
15050	Basic Materials and Methods	100% CD		10/18/02
15071	Noise and Vibration	100% CD		10/18/02
15080	Mechanical Insulation	100% CD		10/18/02
15130	HVAC Pumps	100% CD		10/18/02
15140	Plumbing	100% CD		10/18/02
15181	Hydronic Systems	100% CD		10/18/02
15185	Hydronic System Chemical Treatment	100% CD		10/18/02
15193	Aboveground Fuel Storage Tank	100% CD		10/18/02
15194	Emergency Generator Exhaust Pipes and Vets	100% CD		10/18/02
15215	Vacuum Pump	100% CD		10/18/02
15301	Fire Protection	100% CD		10/18/02
15302	Preaction Sprinkler Systems	100% CD		10/18/02
15410	Plumbing Fixtures and Trim	100% CD		10/18/02
15445	Sump Pump	100% CD		10/18/02
15505	Gas Boiler	100% CD		10/18/02
15611	SCL Rebate Water Chiller Performance Spec	100% CD		10/18/02
15614	Air-Cooled Rotary Screw Water Chillers	100% CD		10/18/02
15615	Air-Cooled Scroll Water Chillers	100% CD		10/18/02
15663	Direct Evaporative Cooling/Humidifying Equipment	100% CD		10/18/02
15723	Air Handling Units with Coils	100% CD		10/18/02
15737	Dx System	100% CD		10/18/02
15800	Air Distribution	100% CD		10/18/02
15825	Air Moving Equipment	100% CD		10/18/02
15842	Shut-off V.A.V. Terminals	100% CD		10/18/02
15843	Parallel Fan Terminal Units	100% CD		10/18/02
15905	Building Systems Control	100% CD		10/18/02
15910	Control Wiring	100% CD		10/18/02
15915	Control Values, Dampers, and Actuators	100% CD		10/18/02
15920	Control Panels, Controllers, and Sensors	100% CD		10/18/02
15925	Control Systems Workstations and Peripherals	100% CD		10/18/02
15930	Controls Description of Operation	100% CD		10/18/02
15935	Control Systems Points List	100% CD		10/18/02
15950	Testing & Balancing of Air & Water Systems	100% CD		10/18/02
15955	Start-up, Balancing and Commissioning	100% CD		10/18/02
15980	Final Completion and Project Closeout	100% CD		10/18/02

DIVISION 16 – ELECTRICAL
16010	General Electrical Provisions	100% CD		10/18/02
16030	Electrical Testing	100% CD		10/18/02
16120	Conductors and Cables (Copper Only)	100% CD		10/18/02
16122	Armored and Metal Clad Cable	100% CD		10/18/02
16130	Raceways and Boxes	100% CD		10/18/02
16132	Flush Floor Outlets	100% CD		10/18/02
16139	Cable Trays	100% CD		10/18/02
16140	Wiring Devices	100% CD		10/18/02
16210	Electric Service	100% CD		10/18/02
16230	Electric Power Generation Equipment	100% CD		10/18/02
16415	Automatic Transfer Switches	100% CD		10/18/02
16417	Manual Transfer Switch	100% CD		10/18/02
16425	Switchboards	100% CD		10/18/02
15452	Grounding	100% CD		10/18/02

Project No.: PR02715

November 8, 2002

Page 5 of 5

307 W ESTLAKE A VENUE N ORTH / SBRI


S ECTION N O . / D RAWING N O .	S PECIFICATIONS	D ESCRIPTION / R EVISION	D ATE
16460	Dry Type Transformers	100% CD	10/18/02
16470	Panelboards	100% CD	10/18/02
16472	Meter Centers	100% CD	10/18/02
16475	Fuses	100% CD	10/18/02
16476	Disconnect Switches and Enclosed Circuit Breakers	100% CD	10/18/02
16481	Motor Controllers	100% CD	10/18/02
16482	Motor Control Centers	100% CD	10/18/02
16500	Lighting	100% CD	10/18/02
16501	Light Fixture Schedule	100% CD	10/18/02
16611	Uninterruptible Power System	100% CD	10/18/02
16721	Fire Alarm System	100% CD	10/18/02
16724	Smoke Damper Control	100% CD	10/18/02
16740	Telephone, Computer Raceways Systems	100% CD	10/18/02
16778	Access Control System	100% CD	10/18/02
16930	Lighting Control Equipment	100% CD	10/18/02
16999	Project Closeout	100% CD	10/18/02

EXHIBIT D

TO LEASE

TENANT’S WORK

1. DELIVERY OF PREMISES BY LANDLORD

1.1 Building Shell and Core . As used herein, “Building Shell and Core” shall mean those items described in the Shell and Core Plans. Landlord or Landlord’s general contractor (“Landlord’s GC”) shall construct the Building Shell and Core at Landlord’s sole cost and expense, in a good and workmanlike manner and in compliance with all laws in effect at the time of construction. The Building Shell and Core shall be constructed in accordance with the Shell and Core Plans and any modifications thereto approved pursuant to this Exhibit D . Landlord shall be solely responsible for the costs of design, permitting, installation and construction of the Building Shell and Core. Landlord shall be responsible for obtaining temporary and final certificates of occupancy for the Building Shell and Core, including common areas.

1.2 Development of Complete Plans . To the extent the Shell and Core Plans are not a complete set of construction drawings, Landlord shall develop a final set of construction drawings and specifications (the “Final Shell and Core Plans”) in consultation with Tenant. The Final Shell and Core Plans shall be consistent with and a logical extension of the Shell and Core Plans in terms of design, quality, appearance and functionality. The Final Shell and Core Plans shall be approved by Landlord and Tenant and such approval shall be evidenced by initialing the final set of drawings. Landlord shall be responsible for ensuring that the Final Shell and Core Plans are complete in time to complete construction by the date, set forth in the Lease. Landlord shall notify Tenant of and Tenant shall be entitled to participate in all meetings with the architect and engineers preparing the Final Shell and Core Plans. If the Shell and Core Plans are revised after Tenant has begun the Final Contract Drawings (as defined in Paragraph 3.1 below) and as a result of such changes in the Shell and Core Plans Tenant is obligated to revise its Drawings then Landlord shall reimburse Tenant for all costs of such revisions. If Landlord does not reimburse Tenant prior to the Commencement Date then Tenant may offset the costs incurred against Rent under the Lease.

1.3 Changes to Shell and Core Plans . Landlord shall not make any changes or modifications to the Final Shell and Core Plans that are material or that would impact the Premises, Tenant’s obligations under the Lease or design of the Tenant Improvements except with the prior written approval of Tenant; provided , however , that Landlord may make changes to the extent required by any applicable governmental authority or as necessary to address any circumstance or condition arising during construction which was not reasonably foreseeable at the time the Final Shell and Core Plans were completed and approved by the parties and in such event, Landlord shall make good faith efforts to involve Tenant in the decision-making process and shall involve Tenant in any event in the decision-making process concerning any change that would have a material effect on the Tenant Improvement Plans or on Tenant’s access to, use or enjoyment of the Premises or Common Areas. Landlord shall promptly notify Tenant of any such changes and shall provide updated Final Shell and Core Plans clearly identifying the changes and, if applicable, shall provide a copy of the change order between Landlord and its contractor. All costs related to such changes shall be borne solely by Landlord. Any dispute with respect to Tenant’s approval under this provision shall be subject to mediation and arbitration in accordance with Paragraph 7 below.

1.4 Substantial Completion . Landlord shall be deemed to have substantially completed the Building Shell and Core (“Substantial Completion”) when (i) Landlord’s architect shall have determined that the Building Shell and Core is substantially complete in accordance, with the Final Shell and Core Plans as evidenced by AIA Document G704 (Certificate, of Substantial Completion) or a comparable a written statement from Landlord’s architect, a copy of which shall be provided to Tenant; (ii) Tenant shall have complete and unimpeded access from the street to the elevator lobby on the floor or floors on which the Premises are located; (iii) services (including HVAC, life safety, plumbing and mechanical systems) and utilities required to be provided by Landlord to Tenant shall be available in the quantities and at the service level required under the Lease; (iv) Tenant shall have the use of the number of parking spaces required under the Lease; and (v) the City of Seattle shall have issued a temporary certificate of occupancy

EXHIBIT D-1

for the Building Shell and Core. Substantial Completion shall be deemed to have occurred notwithstanding the requirement to complete a “punchlist” of corrective work or to complete balancing or other minor adjustments to the Building systems that do not affect Tenant’s ability to operate comfortably in the Premises.

1.5. Building Punchlist . The commencement of the Tenant Improvements prior to the completion in full of the Building Shell and Core shall not relieve Landlord of its obligation thereafter to complete the same in accordance with the Lease. Without waiving any rights of Tenant under the Lease, within thirty (30) days after Landlord delivers possession of the Premises to Tenant for commencement of Tenant’s Work (and again after Substantial Completion of the Building Shell and Core, if later) or as soon thereafter as practicable, Landlord, Tenant; and Landlord’s and Tenant’s architects shall conduct a walk-through inspection of the Building and, in the case of Substantial Completion of the Building Shell and Core, prepare a “punchlist” which shall consist of the items that the parties agree have not been, but should have been , finished or furnished by Landlord prior to such date. Landlord shall proceed to complete and furnish all punchlist items, at Landlord’s sole cost and expense.

1.6 Correction of Defects . Landlord shall use its best efforts to cause its contractor to promptly correct all defects in the Building Shell and Core and all failures of such work to conform to the Shell and Core Plans and specifications which have been agreed upon by Landlord and Tenant. Landlord shall bear all costs of correcting such defects and nonconformities. Landlord and Tenant shall each give the other prompt written notice after discovering the existence of any such defects or nonconformities in the Building Shell and Core.

1.7 Warranties . Landlord shall obtain from all contractors and subcontractors, providing material and labor in the construction of the Building Shell and Core all commercially reasonable warranties (including manufacturers’ warranties) for their respective materials or labor which are available from such contractors or subcontractors for such industry-standard period that is then available, which, shall in no event be less than one (1) year following Substantial Completion of the Building Shell and Core or such longer period as may be specified in the Shell and Core Plans. All such warranties shall be in writing and shall run to the benefit of Landlord and upon notice of any defects covered by such warranties Landlord shall enforce such warranties at its cost for the benefit of Tenant.

1.8 Issuance of the Final Certificate of Occupancy . Landlord shall proceed to complete the conditions to and shall obtain the final certificate of occupancy for the Building Shell and Core as soon as reasonably possible.

1.9 Schedule . Landlord and Tenant have approved Landlord’s construction schedule for construction of the Building Shell and Core and the TI’s. Landlord shall carry out construction of the Building Shell and Core using the approved schedule as its guide. Tenant shall design and construct its TI’s using the approved schedule as its guide. Section 3 of the Lease sets forth the schedule requirements. Landlord and Tenant shall use diligent efforts to keep each other informed about progress of their respective responsibilities against the approved schedule, and events or occurrences that either party expects to have an effect on the Schedule. Each party shall inform the other of any changes Landlord has made in its own schedule as soon as such changes are made. Each party shall thereafter carry out construction in accordance with the revised schedule.

2. TENANT’S WORK - GENERAL CRITERIA

2.1 Tenant Improvements . Subject to the provisions of the Lease, including this Exhibit, Tenant shall construct its Tenant Improvements in the Premises, at its sole cost and expense, in a good and workmanlike manner in compliance with all laws in effect at the time of construction. Tenant’s Work shall be constructed in accordance with Tenant’s Final Contract Drawings and any modifications thereto approved pursuant to this Exhibit D . Tenant shall be solely responsible for the costs of design, permitting, installation, and construction of Tenant’s Work, but Landlord shall provide the Construction Allowance as provided below. Tenant shall be responsible for obtaining certificates of occupancy upon completion of Tenant’s Work, and Landlord shall cooperate with Tenant in such effort. Tenant shall cause all of Tenant’s Work to be completed lien free. In the event any lien is placed upon the Building as a result of Tenant’s Work, Tenant shall remove such lien within five (5) days of notice from Landlord of the lien’s existence, or contest such lien in the manner provided in this Lease. As used herein, “Tenant Improvements” shall mean all work to be performed in the Premises or in the Building to prepare the Premises for Tenant’s’ occupancy, exclusive of the Building Shell and

EXHIBIT D-2

Core. As used herein, the term “Tenant’s Work” shall mean the design, permitting, construction and installation of the Tenant Improvements. Landlord, at no additional charge, shall provide Tenant with reasonable access to all areas outside the Premises required for Tenant to complete Tenant’s Work.

2.2 Compliance With Laws . Tenant or Tenant’s GC shall perform Tenant’s Work in accordance with all laws including, without limitation, the building codes of the jurisdiction in which the Building is located and all requirements of the Americans with Disabilities Act.

2.3 Plans . Tenant shall prepare the plans and specifications for Tenant’s Work in accordance with this Exhibit.

2.4 Approval Standard . Tenant’s Drawings shall be subject to the advance written approval by Landlord which shall not be unreasonably withheld, conditioned or delayed.

2.5 Permits . Tenant shall, Prior to commencement of Tenant’s Work, obtain all required building and other permits that are required for such commencement and thereafter obtain all permits for the Tenant Improvements no later than when required, at Tenant’s expense, and post said permits at the Premises as required.

2.6 Penetrations, etc . Tenant shall make no marks or penetrations into the roof, upper floor decks, exterior walls, or floors, unless included in the approved Tenant Drawings or otherwise approved by Landlord in writing in advance, which shall not be unreasonably withheld, conditioned or delayed.

2.7 Other Tenant Premises . If any Tenant’s Work being performed by Tenant to connect to Landlord’s utilities requires access through the premises of any other tenant or otherwise will affect any other tenant and Landlord has approved such Tenant’s Work, Tenant shall be responsible for coordinating such Tenant’s Work with such other tenant, and, to the extent the other tenant’s premises have tenant improvements installed, restoring the other tenant’s premises and compensating the other tenant for any costs reasonably incurred as a result of Tenant’s Work. Landlord shall cooperate with such coordination.

2.8 Work To Be Performed by Landlord . If, any of Tenant’s Work necessitates any special work in the Building Shell and Core outside the Premises, such as, but not limited to, structural modification, increasing the size of electric conduit or telephone service, Landlord, at Landlord’s election, may perform such work and Tenant shall reimburse Landlord the cost thereof, or require Tenant perform the work at Tenant’s cost. If Landlord elects to do the work, Landlord shall provide a reasonably detailed estimate of the cost of such work in advance for Tenant’s approval. If Landlord does any work on behalf of Tenant, Tenant shall pay Landlord’s cost for such work upon completion and acceptance thereof. Notwithstanding anything to the contrary contained in the Lease or this Exhibit D , Tenant is responsible for Tenant’s telephone service. Tenant shall select Tenant’s telephone system in its sole discretion and shall coordinate its installation with Landlord. Landlord shall provide a trunk facility in the Building telephone room and four (4) conduits of four (4) inches each from the trunk room to the telephone communications room on each floor of the Premises (two of which shall be available for Tenant’s exclusive use) and shall permit Tenant access to such equipment at no charge to Tenant.

2.9 Signs . Tenant shall retain Landlord’s identification signs or, at Tenant’s cost, provide new signs, using Landlord’s standards, for Landlord’s utilities, valves, and other such devices in the Premises.

2.10 Testing . Landlord may at its reasonable election, require any aspect of Tenant’s Work to be tested, and Tenant shall cooperate with any such testing procedure.

2.11 Approvals . Except as otherwise provided herein, no approval from Landlord with respect to any aspect of Tenant’s Work shall be valid unless in writing. Except as otherwise provided herein, Landlord shall be deemed to have approved all proposals submitted in writing unless Landlord provides written objections to such proposal (a) prior to commencement of construction, within a reasonable period of time which shall be not less than five (5) nor more than ten (10) days after receipt thereof, or (b) after commencement of construction, within five (5) days after receipt thereof.

EXHIBIT D-3

2.12 Management Services . Tenant, or Tenant’s project manager, or, at Tenant’s election, the Landlord, shall at Tenant’s expense manage the tenant improvement design and construction process in accordance with the process set forth herein. If Tenant elects to have Landlord or Landlord’s employees or agents provide such management services, Landlord shall be paid a management fee in the amount of five percent (5%) of labor, materials and all other hard and soft costs of the Tenant’s Work.

3. PROCEDURES AND SCHEDULES FOR THE COMPLETION OF PLANS AND SPECIFICATIONS

3.1 Drawings . All prints, drawing information, and other materials to be furnished by Tenant as required hereinafter, shall be delivered to Landlord. Tenant’s preliminary drawings and specifications are herein referred to as the “Design Development Drawings.” Tenant’s final drawings and specifications are herein referred to as the “Final Contract Drawings.” The Design Development Drawings and Final Contract Drawings are sometimes referred to herein as the “Drawings.”

3.2 Submission to Landlord . Tenant shall, at its sole expense, utilize the services of an architect and engineer to prepare all Drawings. Said architect and engineer shall be registered in the state in which the Building is located. Landlord shall ensure that the architect and engineer responsible for the Shell and Core Plans are authorized to consult with Tenant and its architect and engineer at Tenant’s expense, to ensure the Drawings are compatible with the Shell and Core Plans. All Drawings shall be submitted to Landlord for approval in the form of one (1) set of reproducible sepia prints and three (3) sets of blueline prints. Tenant shall, with the Drawings, furnish sample boards indicating materials, color selections and finishes to be used. Tenant shall also submit to Landlord such further information on Tenant’s planned electrical and mechanical usage at the Premises as reasonably requested by Landlord.

3.3 Inspection/Cooperation . Landlord shall have the right to observe the construction of the Tenant Improvements and Tenant shall have the right to observe the construction of the Building Shell and Core, subject to reasonably necessary safety restrictions. Each party shall have the right to attend all construction meetings relating to the Tenant Improvements and the Building Shell and Core and shall notify the other party of all meetings promptly when scheduled. Both parties acknowledge that the Tenant Improvements will be constructed at the same time as Landlord is finishing construction of the Building Shell and Core. Each party shall cause its architects, engineers and contractors to cooperate fully and promptly with each other as and when deemed necessary by such party in its good faith determination in the course of construction so that neither party unduly delays the other.

3.4 Design Development Drawings . Tenant shall use diligent reasonable efforts to submit Design Development Drawings to Landlord on or before January 31, 2003. The Design Development Drawings shall include interior floor plans, interior elevations, reflected ceiling plan(s) and front elevations, signage design, size and location, furniture layout, and any other work Tenant intends to perform. With the Design Development Drawings Tenant shall submit a color rendering of Tenant’s proposed signage, and a sample board of the materials to be used in the interior of the Premises. Landlord shall use reasonable efforts to send notification to Tenant that it approves or disapproves the Design Development Drawings within ten (10) business days after receipt thereof. If Landlord disapproves, Landlord shall specify the reasons for the disapproval. If Landlord disapproves, Tenant shall within ten (10) business days after receipt of Landlord’s disapproval, send Landlord revised Design Development Drawings addressing Landlord’s comments. This procedure shall be repeated until Landlord has approved the Design Development Drawings. Landlord may give approval “as noted” in which event the changes noted by Landlord shall be deemed incorporated into the Design Development Drawings; provided, if Tenant notifies Landlord within five (5) days thereafter that it does not accept said changes, then the Design Development Drawings shall be deemed disapproved on account of the changes Landlord has requested.

3.5 Final Contract Drawings . On or before 30 days after Landlord’s approval of the Design Development Drawings, Tenant shall use diligent reasonable efforts to submit the Final Contract Drawings. The Final Contract Drawings shall include detailed final Drawings for architectural, electrical, mechanical, heating, air conditioning, structural, and plumbing and all other work to be performed by Tenant (excluding sprinkler systems) and shall be prepared consistent with the approved Design’ Development Drawings. Landlord shall not withhold its approval of the Final Contract Drawings to the extent they are a logical and consistent extension of the approved plans in terms of design, quality, appearance or functionality. Landlord shall send notification to Tenant that it approves or disapproves of the Final Contract Drawings within ten (10) days after receipt thereof. If Landlord disapproves,

EXHIBIT D-4

Landlord shall specify the reasons for the disapproval. If Landlord disapproves, Tenant shall send Landlord revised Final Contract Drawings addressing Landlord’s comments. This procedure shall be repeated until Landlord has approved the Final Contract Drawings. Landlord may give approval “as noted” in which event the changes noted by Landlord shall be deemed incorporated into the Final Contract Drawings; provided, if Tenant notifies Landlord within five (5) business days thereafter that it does not accept said changes, the Final Contract Drawings shall be deemed disapproved, on account of the absence of the changes Landlord had requested. Landlord’s approval shall be evidenced by Landlord’s stamping the Final Contract Drawings.

3.6 Changes to Final Contract Drawings . Tenant shall not make any changes or modifications to the Final Contract Drawings that are material or that would impact the Building Shell and Core, except with the prior written approval ,of Landlord which shall not be unreasonably withheld, conditioned or delayed; provided, however, that Tenant or Tenant’s GC may make changes to the extent required by any applicable governmental authority or as necessary to address any circumstance or condition arising during construction which was not reasonably foreseeable at the time the Final Contract Drawings were completed and approved by Landlord. If Tenant desires to materially change or revise the Tenant Improvements specified by the Final Contract Drawings in any manner that would impact the Building Shell and Core (except as permitted above), then Tenant shall submit such change in writing for Landlord’s approval and Landlord, shall use reasonable efforts to approve or disapprove of the requested changes within five (5) days after receipt thereof or within a shorter period of time if feasible during the course of construction. Landlord shall be entitled to its out of pocket costs incurred in connection with reviewing and approving the revised plans relating to the change order. If Landlord disapproves any proposed change, Landlord shall specify the reasons for the disapproval. Tenant’s request for approval shall be accompanied by plans, specifications and details as may be required to fully identify and quantify such changes. If Landlord approves such changes, then Tenant shall provide Landlord with revised Final Contract Drawings incorporating the changes. Any dispute with respect to Landlord’s approval under this provision shall be subject to mediation and arbitration in accordance with Paragraph 7 below.

3.7 [intentionally omitted]

3.8 Approval Limitation . The approval by Landlord or Landlord’s agent of any Drawings or of Tenant’s Work shall not constitute an implication, representation or certification by Landlord or Landlord’s agent that either said Drawings or Tenant’s Work is accurate, sufficient, efficient or in compliance with insurance and indemnity requirements, or any laws, including but not limited to, code and the Americans with Disabilities Act, the responsibility for which belongs solely to Tenant; provided , however , that Landlord shall be responsible to the extent the non-compliance is the result of Tenants reliance on the Shell and Core Plans prepared by Landlord.

3.9 [omitted]

3.10 Sprinkler Testing . Upon completion of Tenant’s Work and before Tenant opens for business at the Premises, Tenant shall submit to Landlord written proof from Landlord’s insurance underwriter that the fully installed sprinkler system was approved by said underwriter, and Tenant shall submit to Landlord and Landlord’s insurance underwriter copies of all material and test and inspection certificates. Tenant is not responsible for any portions of the sprinkler system installed by Landlord as part of the Building Shell and Core.

4. CONSTRUCTION

4.1 Conditions to Commencement . Tenant may not commence any Tenant’s Work in the Building until each of the following conditions have been satisfied:

(a) Landlord has approved the Final Contract Drawings, a copy of which has been executed by Tenant and delivered to Landlord;

(b) All required insurance certificates as specified in this Exhibit D or in the Lease have been furnished Landlord;

EXHIBIT D-5

(d) [omitted]

(e) Tenant shall have selected a general contractor for Tenant’s Work that has been approved in writing by Landlord, which approval will not be unreasonably withheld (“Tenant’s GC”).

(f) Tenant shall have entered into a construction contract (“Contract”) with Tenant’s GC, and such Contract has been approved by Landlord, which approval will not be unreasonably withheld, conditioned or delayed; and

(g) Tenant shall have furnished Landlord the following items:

(1) A copy of the executed contract between Tenant and Tenant’s general contractor covering all of Tenant’s obligations under this Exhibit D .

(2) The names, addresses, representatives and telephone numbers of Tenant’s GC and all subcontractors hired by Tenant or Tenant’s GC, to the extent then known (“Tenant’s Contractors”).

(3) [omitted]

(4) [omitted].

(5) A specific job-site safety program, as required by the State of Washington.

4.2 Pre-Construction Meeting . A representative of Tenant shall meet with Landlord prior to start of construction to discuss construction-related items. Tenant’s representative shall contact the Landlord in advance to schedule said meeting at a mutually satisfactory time.

4.3. Qualified Contractors . Landlord approves Tenant’s retention of any contractors, materialmen and subcontractors hired by Landlord or its contractor for work on the Building Shell and Core. If Tenant desires to hire any other entities then all such entities shall be bondable, licensed contractors, having good labor relations, capable of working in harmony with Landlord’s general contractor and other contractors’ in the Building. Tenant shall coordinate Tenant’s Work with other construction work at the Building, if any. Except as provided above, Landlord specifically reserves the right to approve Tenant’s Contractors, such approval not to be unreasonably withheld, conditioned or delayed.

4.4 Inspection . Tenant’s Work shall be subject to the inspection of Landlord’s representative from time to time during the period in which the Tenant’s Work is being performed.

4.5 Plans on Site . Tenant’s GC shall maintain at the Premises during construction a complete set of approved Final Contract Drawings bearing Landlord’s approval stamp.

4.6 Notice of Nonresponsibility . Prior to the commencement of construction, Landlord shall have the right to post, in a conspicuous location, on Tenant’s Premises, as well as record with the: City of Seattle, a Notice of Nonresponsibility.

4.7 Temporary Facilities .

(a) If not already available in the Premises, Tenant shall provide temporary heat, air-conditioning and ventilation for the Premises during construction if Tenant desires the same.

(b) Tenant shall make the necessary temporary electrical connections to an electrical disconnect (with sufficient capacity for 120/208 volt, 225 amp electrical service) installed on one of the two floors in the Premises by Landlord’s GC, at Landlord’s cost, prior to beginning its Tenant’s Work at the Premises so that it shall have electricity during its construction period. Tenant shall pay for the actual cost of said electricity as billed by the electrical company or by Landlord’s GC (as Landlord’s GC reasonably determines), as is applicable.

EXHIBIT D-6

(c) Landlord shall install potable ³ ⁄ ₄ ” water service to each floor, valved and capped. Tenant shall pay for the actual cost of its water usage.

(d) Tenant shall place all trash in trash containers at a pick-up area or areas designated by Landlord. Tenant shall be responsible for breaking down boxes. Tenant shall furnish its own trash containers at its cost unless Landlord elects to furnish the containers. Tenant shall provide trash removal service at Tenant’s own cost from the pick-up areas unless Landlord elects to provide the trash remover service. Tenant shall not permit trash to accumulate within the Premises or in the corridor or common areas adjacent to the Premises. Should Landlord elect to remove Tenant’s trash from the designated pick-up areas for any reason the actual charge to Tenant for Landlord’s provided services shall be reimbursed to Landlord. Tenant shall be solely responsible for removal from Premises and legal disposal of any containers considered as hazardous waste by the local sanitation authority and Tenant shall take all precautions to assure that such containers are not placed in Landlord’s disposal containers.

(e) Landlord may utilize a recycle bin refuse program and, if made available to Tenant, Tenant shall take necessary precautions to prevent cross contamination of recycle containers.

(f) Tenant shall take all necessary precautions to contain construction “wash-up” liquids (such as grout wash, paint wash, etc.) and prevent entry of such liquids into Landlord’s sanitary or storm waste system. All construction wash-up shall be conducted at a location designated by Landlord.

(g) Tenant’s build-out will be concurrent with the construction of the Building Shell and Core. Tenant shall schedule usage of the operated material hoist or service elevator for conveyance of Tenant’s materials. Hours of usage shall be determined by Landlord’s GC who shall ensure that Tenant is provided sufficient access to enable construction to proceed on schedule. Landlord shall direct Landlord’s GC to provide service or material elevator hoisting during normal working hours (which shall be not less than 10 hours per day or such lesser period of time as is allowed under any governmental restrictions imposed on work hours) during weekdays only. Tenant shall coordinate all hoisting through Landlord’s designated representative for such purpose. The actual cost of such usage shall be payable to Landlord. Tenant shall make prior written request to Landlord’s designated representative for any overtime scheduling for freight hoisting. Provided Landlord determines, at its sole discretion, that same is available, Tenant shall pay for all operator overtime incurred during such special hoisting period(s) in addition to the charge as set forth above.

4.8 [omitted].

4.9 Reimbursement . The cost of any work permitted or required to be performed by landlord on behalf of Tenant under this Exhibit shall become due and payable in full within thirty (30) days after Tenant has been invoiced for same by Landlord and said charges shall be deemed Rent under the Lease.

4.10 Final Inspection . Upon completion of Tenant’s Work, Tenant shall notify the Landlord. Upon said notification, Landlord, Tenant and their respective designated representatives shall inspect the Premises and, if the Premises are constructed in accordance with the approved Drawings, Landlord or its representative shall issue a Letter of Acceptance for the Premises. If Landlord believes the Premises have not been constructed in accordance with the approved Drawings, Landlord shall so notify Tenant and Tenant’s GC identifying specific areas of noncompliance. Tenant shall furnish Landlord a copy of a temporary certificate of occupancy for the Premises, before it opens for business.

4.11 Cooperation . All work performed by Tenant and Landlord during their respective construction periods, or otherwise during the Term, shall be performed so as to cause the least possible interference with other tenants and with the construction of the Building or the Premises, as the case may be, and Landlord shall have the right to impose reasonable requirements with respect to timing and performance of the Tenant’s Work in order to minimize such interference. After other tenants have commenced normal building operations within the Building, Tenant’s Work causing noise, odor or vibration outside the Premises, at levels that interfere with other tenants, shall be performed outside of normal business hours. Tenant shall take all precautionary steps to protect its facilities and the

EXHIBIT D-7

facilities of others affected by the Tenant’s Work (including Landlord flooring in the vicinity of the Premises) and shall police same properly. Construction equipment and materials are to be located in confined areas and truck traffic is to be routed to and from the site as directed by Landlord so as not to burden the construction or operation of the Building. Tenant and Landlord shall cause their respective GCs to cooperate concerning the delivery and removal of Tenant’s equipment and materials. Upon ten (10) days notice Landlord shall have the right to order Tenant or any Tenant’s Contractors who willfully and repeatedly violates the above requirements to cease work and to remove its equipment and employees from the Building. Tenant and/or Tenant’s Contractors shall take precautions to protect adjacent tenants and tenants on common air distribution systems from airborne dust, dirt and contaminants, VOC’s (volatile organic compounds such as paint thinner or varnish vapor) including, if necessary, isolating or otherwise protecting Landlord’s central air distribution and return air systems (including return air plenum) from entry of these potential contaminants. Landlord shall ensure that all other tenants or occupants of the Building are subject to comparable requirements to those in this Paragraph 411 and shall enforce such requirements for Tenant’s benefit. Landlord shall notify Tenant at least 24 hours in advance if any construction in the Building will result in an interruption of services or utilities.

4.12 Minimize Interference . It is understood and agreed that Tenant’s Contractors shall perform said work in a manner and at times that do not unreasonably impede or delay Landlord’s Construction Manager/General Contractor in the completion of the Building as provided in the Lease, and that Tenant and Tenant’s GC shall not in the performance of Tenant’s Work do anything that tends to jeopardize the labor relations of others in the Building. All work performed by Landlord during Tenant’s construction period, or otherwise during the Term, shall be performed consistent with the Project Schedule and TI Schedule, and Landlord’s GC shall be directed to take commercially reasonable steps to minimize possible interference with Tenant and Tenant’s Work. Once Tenant has commenced normal business operations within the Premises, any work by Landlord or any other Building tenant causing noise, odor or vibration shall be performed only outside of normal business hours. Any damage to any work caused by Tenant’s Contractors shall be at the cost and expense of Tenant.

4.13 Insurance . Tenant shall cause Tenant’s Contractors to maintain during the construction period insurance as provided in Section 8(d) of the Lease. Tenant shall provide, or cause its contractors to provide, certificates confirming such insurance prior to any Tenant Work being performed at the Premises. Such certificates shall state that the overage may not be changed or cancelled without at least thirty (30) days’ prior written notice to Landlord.

5. CONSTRUCTION ALLOWANCE AND PAYMENT .

Subject to the provisions of this Paragraph 5 , Landlord shall pay to Tenant a construction allowance (the “ Allowance ”) in an amount equal to $20 per RSF. The Allowance may be applied to costs of the Tenant’s Work incurred during construction of Tenant’s Improvements, limited to costs of construction, sales tax, materials and contractor’s fees (“ Qualified Costs ”). In the event Tenant pays for the cost of installation of sprinklers within the Premises, and such work is part of Landlord’s Work, the TI Allowance shall be increased by the amount Tenant pays for such Work.

5.1. Payment of Allowance . Payment of the Allowance shall be by progress payments not more frequently than once per month after commencement of construction by Tenant and within thirty (30) days after satisfaction of the following conditions precedent:

(a) receipt by Landlord of invoices or other reasonable evidence that it has paid or incurred Qualified Costs; and

(b) Tenant shall not be in default under the Lease beyond any applicable cure period;

Landlord and Tenant acknowledge that the draw procedures and timing of draws on the Allowance need to be coordinated with the procedures and timing for draws under the Landlord’s construction loan and Tenant’s contract with Tenant’s GC and the parties shall work together to develop appropriate procedures; provided , however , that Allowance progress payments shall be paid to Tenant within a period of time not to exceed thirty (30) days after the satisfaction of the conditions set forth in (a) through (b) above. Ten percent (10%) of the Allowance shall be retained by Landlord and will be released to Tenant only when the following additional conditions have been satisfied:

EXHIBIT D-8

(c) Tenant has performed all Tenant Work in accordance with the approved plans and specifications and in accordance with all other applicable provisions of the Lease, exclusive of the completion of all punchlist items as evidenced by a certificate from Tenant’s architect;

(d) Tenant has obtained a certificate of occupancy with respect to the Premises;

(e) Tenant has furnished Landlord original, valid, unconditional and final mechanic’s lien releases from the Tenant’s GC for or in connection with Tenant’s Work at the Premises;

(f) receipt by Landlord from Tenant of two (2) copies of approved sprinkler shop drawings, and (if substantial changes were made during the course of construction and if Landlord so requests) an as-built drawing of the work;

(g) Tenant shall not be in default under the Lease beyond any applicable cure period;

(h) receipt by Landlord from Tenant of all certificates of insurance required under the Lease;

All documents required pursuant hereto shall be delivered to the Landlord at Landlord’s address for notices as set forth in the Lease.

5.2 No later than ninety (90) days after the Commencement Date, Tenant shall provide Landlord with as-built drawings of the Tenant Improvements.

5.3 Certification . In addition to Tenant’s estoppel certificate, Tenant shall, upon request by any lender of Landlord, promptly execute and deliver to such lender, or such other party as lender shall specify, a certificate stating, to Tenant’s current knowledge (but without any duty to perform an audit or accounting), whichever of the following is then true: that the Allowance has been paid in full by Landlord to Tenant; that the Allowance or a portion thereof is due and payable by Landlord to Tenant specifying such due and payable amount; that one or more of the conditions precedent set forth in Paragraph 5.1 hereof has not been met, specifying such unmet condition or conditions; that the Allowance has been offset by a certain amount payable by Tenant to Landlord pursuant to Paragraphs 5.1 or 5.2 hereof, specifying the amount of the offset.

6. COORDINATION OF CONSTRUCTION

6.1 Landlord and Tenant Actions . Landlord and Tenant shall each proceed with all necessary due diligence and in good faith, exerting their best efforts to complete such matters as require action or approval on the part of Landlord and Tenant in accordance with the Project Schedule and TI Schedule and during the course of construction anticipated under this Exhibit. Landlord and Tenant agree to promptly and diligently respond to all questions and concerns raised by their architects, engineers and other consultants.

6.2 Landlord and Tenant Meetings . Throughout the period of design, development and construction of the Building Shell and Core and Tenant Improvements, Landlord shall hold meetings with the Project development team consisting of Tenant, Tenant’s project manager, the architect for the Building Shell and Core, Landlord’s GC, Tenant’s architect, Tenant’s GC, Landlord and the parties’ engineers and other consultants, as necessary, occurring at least twice monthly during design and development, and occurring at least once weekly during construction, to discuss the scheduling and progress of the Building Shell and Core and Tenant Improvements. After Substantial Completion of Building Shell and Core and Tenant Improvements, Landlord shall hold such meetings with Tenant and Tenant’s project manager as are mutually determined to be necessary with respect to completion of the punchlist items, and the matters and conditions for issuance by the City of the final certificate of occupancy.

EXHIBIT D-9

6.3 Representatives . Landlord and Tenant shall each appoint a representative to handle design and construction matters pursuant to this Exhibit D . Such representative shall be vested with authority to make decisions with respect to those matters specifically addressed in this Exhibit D but shall not be authorized to amend or modify the Lease or the terms of this Exhibit D . To the extent feasible all decisions regarding design and construction shall be in writing signed by Landlord and Tenant but a set of meeting minutes prepared by a party other than Landlord or Tenant and distributed to all parties shall be binding unless Landlord or Tenant disputes the content of the minutes within ten (10) days after receipt thereof.

7. MEDIATION AND ARBITRATION .

7.1 Mediation . In the event a dispute arises between Landlord and Tenant on any issue relating to either party’s approval of changes to the Shell and Core Plans or the Final Contract Drawings, otherwise relating to or arising out of matters addressed in this Exhibit, or arising out of determination of delivery or commencement dates in Section 3 of the Lease, if the parties are unable to resolve the dispute within five (5) days, the dispute shall, at the request of either party, be submitted to mediation (a “Mediated Dispute”). The mediator shall be a mutually agreeable mediator who has experience in the arbitration and mediation of construction disputes. The mediation shall be completed no later than seven (7) days after the request for mediation. If, after eight (8) hours of good faith mediation, the parties are unable to resolve the Mediated Dispute, the dispute shall be settled by binding arbitration in accordance with the following provision.

7.2 Arbitration of Certain Disputes . The arbitration of Mediated Disputes not settled by mediation between the parties shall be decided by arbitration in accordance with the then applicable rules of the AAA, unless the parties mutually agree to other arbitration procedures. Notice of the demand for arbitration shall be filed in writing with the other party to this Lease and with the AAA. The demand shall be made within five (5) days after the mediation is concluded. This agreement to arbitrate shall be specifically enforceable under prevailing state or federal arbitration law. A single arbitrator experienced in commercial building construction, shall arbitrate the dispute, provided that if the parties cannot agree on an arbitrator within ten (10) days following a party’s initial demand for arbitration each party shall select an arbitrator and the two arbitrators so selected shall select a third arbitrator who shall then arbitrate the dispute.

Except as may be otherwise agreed by the parties to this Lease, the arbitration shall be conducted in accordance with the AAA Commercial Arbitration Rules with Expedited Procedures, in effect on the date hereof, as modified by this section. There shall be no dispositive motion practice. As may be shown to be necessary to ensure a fair hearing the arbitrator(s) may authorize limited discovery and may enter pre-hearing orders regarding (without limitation) scheduling, document exchange, witness disclosure and issues to be heard. The arbitrator(s) shall not be bound by the rules of evidence or of civil procedure, but may consider such writings and oral presentations as reasonable business people would use in the conduct of their day-to-day affairs, and may require the parties to submit some or all of their case by written declaration or such other manner of presentation as the arbitrator(s) may determine to be appropriate. The parties intend to limit live testimony and cross-examination to the extent necessary to ensure a fair on material issues.

The arbitrator(s) shall take such steps as may be necessary to hold a private hearing within ten (10) days following the date the arbitrator has have been selected and to conclude the hearing within two (2) days; and the arbitrator’s written decision shall be made not later than seven (7) calendar days after the hearing. The parties have included these time limits in order to expedite the proceeding, but they are not jurisdictional, and the arbitrator(s) may for good cause allow reasonable extension or delays, which shall not affect the validity of the award. The written decisions shall contain a brief statement of the claim(s) determined and the award made on each claim. In making the decision and award, the arbitrator(s) shall apply applicable substantive law. Absent fraud, collusion or willful misconduct by the arbitrator(s), the award shall be final, and judgment may be entered in any court having jurisdiction thereof. The arbitrator(s) may award injunctive relief or any other remedy available from a judge, including the joinder of parties or consolidation of this arbitration with any other involving common issues of law or fact or which may promote judicial economy, and may award attorneys’ fees and costs to the prevailing party but shall not have the power to award punitive or exemplary damages. Venue of any arbitration conducted pursuant to this paragraph shall be in Seattle, Washington.

EXHIBIT D-10

SCHEDULE D-1

FIXED EQUIPMENT AND MOVEABLE EQUIPMENT

Tenant’s Fixed Equipment shall be those portions of Tenant’s Work which are attached to the premises in a permanent fashion, such that removal would require substantial work and repair to the Premises. Tenant’s Moveable Equipment shall be equipment that is moveable or detachable from the Premises without substantial work or repair. Landlord and Tenant shall use diligent efforts to agree upon the delineation between Fixed Equipment and Moveable Equipment upon Landlord’s receipt and review of Tenant’s Design Development drawings and Final Contract Drawings.

EXHIBIT D-11

EXHIBIT E

TO LEASE

CONFIRMATION OF COMMENCEMENT DATE


Landlord:		307 WESTLAKE LLC , a Washington limited liability company

Tenant:		CHILDREN’S HOSPITAL AND REGIONAL MEDICAL CENTER, a Washington nonprofit corporation

This Confirmation of Commencement Date (“Confirmation”) is made by Landlord and Tenant pursuant to that certain Lease dated as of , 2002 (the “Lease”) for certain premises located in the 2 ^nd and 3 ^rd floors in the building commonly known as “307 Westlake” (the “Premises”). This Confirmation is made pursuant to Section 3(a) of the Lease.

1. Lease Commencement Date, Termination Date . Landlord and Tenant hereby agree that the Commencement Date of the Lease is , 2004, and the Termination Date of the Lease is , 2017, subject to extension.

2. Acceptance of Premises . Tenant has inspected the Premises and subject to the completion of the items on the “punchlist” for the Premises dated and executed by Landlord and Tenant, Tenant affirms that the Premises is acceptable in all respects in its current “as is” condition except for , and any other matters that are not reasonably discoverable upon ordinary inspection.

3. Incorporation . This Confirmation is incorporated into the Lease, and forms an integral part thereof. This Confirmation shall be construed and interpreted in accordance with the terms of the Lease for all purposes.


TENANT:				CHILDREN’S HOSPITAL AND REGIONAL MEDICAL CENTER , a Washington nonprofit corporation

				By:

				Name:

				Title:

EXHIBIT E - 1


LANDLORD:	307 WESTLAKE LLC , a Washington limited liability company

	BY:	Harbor Properties, Inc., a Washington corporation, its Manager

		By:

		Name:

		Title:

EXHIBIT E - 2

CONFIRMATION OF COMMENCEMENT DATE


Landlord:		307 WESTLAKE LLC , a Washington limited liability company

Tenant:		CHILDREN’S HOSPITAL REGIONAL MEDICAL CENTER , a

This Confirmation of Commencement Date (“Confirmation”) is made by Landlord and Tenant pursuant to that certain Lease dated as of November 8, 2002 (the “Lease”) for certain premises located in the 2 ^nd and 3 ^rd floors in the building commonly known as “307 Westlake” (the “Premises”). This Confirmation is made pursuant to Section 3(a) of the Lease.

1. Lease Commencement Date, Termination Date . Landlord and Tenant hereby agree that the Commencement Date of the Lease is March 22, 2004, and the Termination Date of the Lease is March 21, 2017, subject to extension.

2. Acceptance of Premises . Tenant affirms that the Premises is acceptable in all respects in its current “as is” condition, and any other matters that are not reasonably discoverable upon ordinary inspection.


TENANT:	CHILDREN’S HOSPITAL AND REGIONAL MEDICAL CENTER ,
	a

	By:	/s/ JB Hendricks
	Name:	JB Hendricks
	Title:	VP Research

LANDLORD:	307 WESTLAKE LLC , a Washington limited liability company

	BY: Harbor Properties, Inc., a Washington corporation, its Manager

	By:	/s/ Denny P. Onslow
	Name:	Denny P. Onslow
	Title:	President


STATE OF WASHINGTON		ss.
COUNTY OF KING		ss.

I certify that I know or have satisfactory evidence that Denny Onslow is the person who appeared before me, and said person acknowledged that said person signed this instrument, on oath stated that said person was authorized to execute the instrument and acknowledged it as the President of Harbor Properties, Inc., Manager of 307 Westlake LLC , a Washington limited liability company, to be the free and voluntary act of such corporation for the uses and purposes mentioned in the instrument.

Dated this 4th day of May, 2004.


		/s/ Kimberly M.A. Hixson
		(Signature of Notary)
		Kimberly M.A. Hixson
		(Legibly Print or Stamp Name of Notary)
		Notary public in and for the state of Washington,
		residing at Seattle
		My appointment expires 7/6/04


STATE OF WASHINGTON		ss.
COUNTY OF KING		ss.

I certify that I know or have satisfactory evidence that James Hendricks is the person who appeared before me, and said person acknowledged that said person signed this instrument, on oath stated that said person was authorized to execute the instrument and acknowledged it as the Vice President, Research of Seattle Biomedical Research Institute , a Washington nonprofit corporation, to be the free and voluntary act of such corporation for the uses and purposes mentioned in the instrument.

Dated this 5-7-04 day of May, 2002.


		/s/ Jena Lee Snook
		(Signature of Notary)
		Jena Lee Snook
		(Legibly Print or Stamp Name of Notary)
		Notary public in and for the state of Washington,
		residing at Seattle
		My appointment expires 6-8-04

EXHIBIT F

TO LEASE

Legal Description

Lots 3, 4, 5 and 6, Block 91, D.T. Denny’s Fifth Addition to North Seattle, according to the plat thereof recorded in Volume 1 of Plats, Page 202, King County;

Except the East 12 feet thereof condemned under King County Superior Cause No. 474549 for street purposes;

Situate in King County, State of Washington.

EXHIBIT F

EXHIBIT G

TO LEASE

Confirmation of Rentable Square Footage

This Confirmation of Rentable Square Footage (“Confirmation”) is made by [ Landlord’s Architect ] pursuant to that certain Lease dated , 2002 (the “Lease”) for certain premises located on the 2 ^nd and 3 ^rd floors in the building commonly known as “307 Westlake” (the “Premises”). This Confirmation is made pursuant to Item C of the Schedule to the Lease.

1. RSF of the Premises . Architect hereby confirms that the RSF of the various portions of the Premises are as follows:

2. RSF of the Building . The Architect hereby confirms that the total RSF of the Building is RSF.

3. Tenant’s Proportionate Share . The Architect hereby confirms that Tenant’s Proportionate Share is % (based upon the RSF of the Premises and RSF of the Building as set forth in paragraphs 1 and 2 above.

4. Standard for Measurements . The Architect hereby certifies that the measurements set forth above were made in accordance with the standards set forth in the Lease.

5. Incorporation . This Confirmation is incorporated into the Lease, and forms an integral part thereof. This Confirmation shall be construed and interpreted in accordance with the terms of the Lease for all purposes.


[ Landlord’s Architect ]

By:



Name:



Its:

EXHIBIT G

APPENDIX H

TO LEASE

Confirmation of Rentable Square Footage

This Confirmation of Rentable Square Footage (“Confirmation”) is made by CollinsWoerman [ Landlord’s Architect ] pursuant to that certain Lease dated November 8, 2002 (the “Lease”) for certain premises located on the 2 ^nd and 3 ^rd floors in the building commonly known as “307 Westlake” (the “Premises”). This Confirmation is made pursuant to Item C of the Schedule to the Lease.

1. RSF of the Premises . Architect hereby confirms that the RSF of the various portions of the Premises are as follows: 48,274.00 RSF

2. RSF of the Building . The Architect hereby confirms that the total RSF of the Building is 113,193 RSF.

3. Tenant’s Proportionate Share . The Architect hereby confirms that Tenant’s Proportionate Share is 43% (based upon the RSF of the Premises and RSF of the Building as set forth in paragraphs 1 and 2 above.

4. Standard for Measurements . The Architect hereby certifies that the measurements set forth above were made in accordance with the standards set forth in the Lease.


CollinsWoerman

By:		/s/ Beverly S. Tiedic


Name:		Beverly S. Tiedic


Its:


307 WESTLAKE AVENUE NORTH, SEATTLE WA 98109													4/14/2004

1	2		3		4		5		6		7		8		9		20
											USABLE AREAS
FLOOR	GROSS BUILDING AREA		GROSS MEASURED AREA		MAJOR VERTICAL PENETRATION		FLOOR RENTABLE AREA		SPACE ID		OFFICE AREA		STORE AREA		BUILDING COMMON AREA		TOTAL RENTABLE AREA		SBRI			Children’s			ILLEGIBLE			BusyBody			Retail 4
P2										SBRI		304.00						321.80		321.80
				304.00		0.00		304.00				304.00		0.00		0.00		321.80
1										SBRI		4,599.00						5,213.46		5,213.46
1										SBRI		2,650.00						3,004.06		3,004.06
1										SBRI		1,476.00						1,673.21		1,673.21
1										SBRI				1,516.00				1,718.55		1,718.55
1										Retail 1-3				2,571.00				2,914.51								2,914.51
1										Retail 4				1,528.00				1,732.15														1,732.15
1										Busy Body				2,377.00				2,694.59											2,694.59
1
1																2,369.00
1																2,223.00
		25,249.00		24,962.00		2,142.00		22,820.00				8,725.00		7,992.00		4,592.00		18,950.52
1A										ILLEGIBLE						1,343.00		0.00
				1,343.00		0.00		1,343.00				0.00		0.00		1,343.00		0.00
2												22,022.00						25,083.34
		25,209.00		24,896.00		1,200.00		23,696.00				22,022.00		0.00		0.00		25,083.34					25,083.34
3												20,090.00				0.00		23,190.66
		23,430.00		23,182.00		1,274.00		21,908.00				20,090.00		0.00		0.00		23,190.66					23,190.66
4										SBRI		19,768.00						23,204.42
		23,480.00		23,221.00		1,300.00		21,921.00				19,768.00		0.00		0.00		23,204.42		23,204.42
5										SBRI		19,045.00						23,442.26
		22,738.00		22,501.00		1,300.00		21,201.00				19,045.00		0.00		0.00		22,442.26		22,442.26
Grand
Totals		120,088		120,409		7,215		113,193				89,954		7,892		5,935		113,193		57,577.76			48,274.00			2,914.51			2,694.59			1,732.15
																				50.87	%		42.65	%		2.57	%		2.38	%		1.53	%

EXHIBIT H

TO LEASE

CHILDREN’S HOSPITAL AND REGIONAL MEDICAL CENTER

Certificate of Delivery of Possession


FROM:		[Landlord’s General Contractor] (“Landlord’s GC”)

TO:		307 WESTLAKE LLC , a Washington limited liability company (“Landlord”)

		(“Tenant”)

REGARDING:		Floor , 307 Westlake Avenue Project

DATE:		, 200

This Certificate of Delivery (“Certificate”) is delivered by Landlord’s GC to Landlord and Tenant pursuant to Section 3(a) of that certain Lease dated as of , 2002, between Landlord and Tenant (the “Lease”) covering premises located on the 2 ^nd and 3 ^rd floors in the building commonly known as “307 Westlake” (the “Premises”). Landlord’s GC hereby certifies that the Delivery Date of the Premises occurred as of , 200 , and that possession has been delivered to Tenant as of such date for purposes of commencing Tenant’s Work (as defined in the Lease).


LANDLORD’S GC:

		By:

		Its:

EXHIBIT H

EXHIBIT I

[intentionally omitted]

EXHIBIT I

LOGO

EXHIBIT K

TI and Project Schedule

307 Westlake – Floor 2 and Floor 3

11/07/02

TI Ready Shell for Floor 2 is those items shown completed on 8/22/02. TI Ready Shell for Floor 3 is those items shown as complete on 9/12/03.


Date	Task	Description

08/22/03	2nd Floor Available for TI Construction	Definition of TI Ready Shell.

		All Shoring removed from floor. Floors leveled and repaired as required and broom clean. Any fall hazard on the floors or along access route to the floors protected with legal guard railings and toe boards. Stud framing at core walls completed. At least one internal stairwell will be available to access all floors at all times. Area made available for exterior stair tower with clear access at base of stair (stair to be provided by Tenant Contractor at its discretion). Area on P2 between grids 5 & 8 and A & B available for storage & shacks or other mutually agreeable area. Access to floor by exterior mobile lift for material as coordinated with Landlords General Contractor and access to material hoist when available. Space available with loading access for Tenant Contractor’s 15 yard dump box.. Electrical disconnect capable of providing power for a temporary 120/208V – 225 amp electrical distribution panel. Temporary water as installed for shell and core work.

09/05/03	2nd floor perimeter framing	Perimeter framing completed.

09/05/03	2nd Floor MEP	Shell & Core HVAC main shaft dampers complete and electrical panel cans mounted.

09/12/03	3rd Floor Available for TI Construction	The same tenant ready conditions exist as noted for 2 ^nd Floor.

09/22/03	Vertical shafts protected & roof drains installed	Tenting over vertical shafts and roof drains installed; floors 2 and 3 protected from storm water.

09/26/02	3rd Floor MEP	Shell & Core HVAC main shaft dampers complete and electrical panel cans mounted.

09/26/03	3rd floor perimeter framing	Perimeter framing completed.

11/05/03	Construction access on roof	Roof top access available for Tenant construction.

11/17/03	Permanent Building Power	Permanent power energized and shell and core electrical room electrical work completed.

-1-


Date	Task	Description
12/23/03	Material/Man hoist removed	Material/Man hoist removed and freight elevator operational.

2/16/03	Start up Equipment & Point to Point testing of Controls System	The following items need to be complete for Equipment Start-up by this date or within one week after first floor Start-up requirements are complete, whichever is later. Electrical panels wired on all floors. Smoke fire dampers powered on all floors. Air terminals powered on all floors. T-stats mounted & wired to air terminals on all floors. Power to DDC panel and devices on all floors. Code language loaded into Controls software. Pressure alarms wired on all floors.

12/31/03	Test, Adjust, Balance	The following items need to be complete for Test, Adjust and Balance by this date or within one week after first floor Test, Adjust and Balance requirements are complete, whichever is later. Controls Point to Point check signed off. MEP systems trimmed out on all floors. MEP systems fire caulked on all floors. Ceiling grid installed on all floors. Hard lids installed on all floors. Shafts closed and scaled on all floors. Heating hot water coils piped to air terminals on all floors. Stairwell doors swung & hardware adjusted on all floors. Fire Alarm wired and pre-checked.

02/13/04	TCO Inspections	All tenant systems and finishes affecting city inspections need to be complete for TCO inspections to begin.

03/01/04	Tenant move-in of large equipment	Tenant will be allowed to set large plug-in equipment such as freezers and incubators a week prior to TCO.

03/08/04	Shell & Core TCO

-2-

LOGO

FIRST AMENDMENT OF LEASE

THIS FIRST AMENDMENT (“Amendment”), dated as of December 18, 2002, is by and between 307 WESTLAKE LLC , a Washington limited liability company, as Landlord, and CHILDREN’S HOSPITAL AND REGIONAL MEDICAL CENTER , a Washington nonprofit corporation, as Tenant, and amends the Lease between them dated as of November 8, 2002, providing for the lease of certain Premises in Landlord’s project at 307 Westlake Avenue North, Seattle WA (“Lease”).

Landlord and Tenant amend the Lease as follows:

1. Section 3(j) of the Lease is amended to add the following at the end thereof:

In addition, if the Lease terminates pursuant to Section 5(l) of the Subordination, Non-Disturbance and Attornment Agreement dated as of December 18, 2002, among Landlord, Tenant and Bank of America, N.A., Tenant shall have any and all remedies available to it at law or in equity against Landlord, including without limitation the right to elect to receive from Landlord liquidated damages in the amount of $2 million, payable within 30 days of Tenant’s written notice of such election; provided that Tenant’s commencement and material progress of its Tenant Improvements shall be a condition of Tenant’s right to elect the liquidated damages remedy.

2. Except as amended hereby, the Lease remains in full force and effect.

3. This Amendment may be executed in multiple counterparts and may be delivered by fax transmission.

EXECUTED as of the date first written above,


307 WESTLAKE LLC

By Harbor Properties, Inc.
a Washington corporation, Manager

	By	/s/ Robert M. Krokower
	Name	Robert M. Krokower
	Title	VP

CHILDREN’S HOSPITAL AND
REGIONAL MEDICAL CENTER

By
Name
Title


STATE OF WASHINGTON	}
	}	SS.
County of King	}

On this 19 ^th day of December , 2002, before me, the undersigned, a Notary Public in and for the State of Washington, duly commissioned and sworn, personally appeared Robert Krokower to me known to be the VP of Harbor Properties, Inc. , the that executed the foregoing instrument, and acknowledged the said instrument to be the free and voluntary act and deed of said Robert Krokower , for the uses and purposes therein mentioned, and on oath stated that he/she was authorized to execute the said instrument.

WITNESS my hand and official seal hereto affixed the day and year first above written.

Name (typed or printed): Joseph E. Delaney

NOTARY PUBLIC in and for the State of Washington

Residing at Bainbridge Island

My appointment expires: 12-9-06

FIRST AMENDMENT OF LEASE

THIS FIRST AMENDMENT (“Amendment”), dated as of December 18, 2002, is by and between 307 WESTLAKE LLC, a Washington limited liability company, as Landlord, and CHILDREN’S HOSPITAL AND REGIONAL MEDICAL CENTER, a Washington nonprofit corporation, as Tenant, and amends the Lease between them dated as of November 8, 2002, providing for the lease of certain Premises in Landlord’s project at 307 Westlake Avenue North, Seattle WA (“Lease”).

Landlord and Tenant amend the Lease as follows:

1. Section 3(j) of the Lease is amended to add the following at the end thereof:

In addition, if the Lease terminates pursuant to Section 5(h) of the Subordination, Non-Disturbance and Attornment Agreement dated as of December 18, 2002, among Landlord, Tenant and Bank of America, N.A., Tenant shall have any and all remedies available to it at law or in equity against Landlord, including without limitation the right to elect to receive from Landlord liquidated damages in the amount of $2 million, payable within 30 days of Tenant’s written notice of such election.

2. Except as amended hereby, the Lease remains in full force and effect.

3. This Amendment may be executed in multiple counterparts and may be delivered by fax transmission.

EXECUTED as of the date first written above,


307 WESTLAKE LLC

By Harbor Properties, Inc.
a Washington corporation, Manager

		By
		Name
		Title

CHILDREN’S HOSPITAL AND
REGIONAL MEDICAL CENTER

By		/s/ Kelly Wallace
Name		Kelly Wallace
Title		VP & CFO

STATE OF WASHINGTON

ss.

COUNTY OF KING

I certify that I know or have satisfactory evidence that is the person who appeared before me, and said person acknowledged that said person signed this instrument, on oath stated that said person was authorized to execute the instrument and acknowledged it as the of 307 Westlake LLC, a limited liability company, to be the free and voluntary act of such company for the uses and purposes mentioned in the instrument.

Dated this day of , 2003.

(Signature of Notary)

(Legibly Print or Stamp Name of Notary)

Notary public in and for the state of Washington,

residing at

My appointment expires

STATE OF WASHINGTON

ss.

COUNTY OF KING

I certify that I know or have satisfactory evidence that Kelly Wallace is the person who appeared before me, and said person acknowledged that said person signed this instrument, on oath stated that said person was authorized to execute the instrument and acknowledged it as the VP & CFO of Children’s Hospital and Regional Medical Center, a Washington nonprofit corporation, to be the free and voluntary act of such for the uses and purposes mentioned in the instrument.

Dated this 23 ^rd day of July, 2003.

/s/ Susan E. Zentner

(Signature of Notary)

Susan E. Zentner

(Legibly Print or Stamp Name of Notary)

Notary public in and for the state of Washington,

residing at Arlington

My appointment expires 07-01-07

SECOND AMENDMENT OF LEASE

THIS SECOND AMENDMENT (“Second Amendment”), dated as of June 23 , 2003, is by and between 307 WESTLAKE LLC , a Washington limited liability company, as Landlord, and CHILDREN’S HOSPITAL AND REGIONAL MEDICAL CENTER , a Washington nonprofit corporation, as Tenant, and amends the Lease between them dated as of November 8, 2002, as amended by the First Amendment of Lease dated as of December 18, 2003, providing for the lease of certain Premises in Landlord’s project at 307 Westlake Avenue North, Seattle WA (“Lease”).

Pursuant to the agreement of Landlord, Tenant and SBRI, Landlord has reconfigured the First Floor of the Building in order to increase the amount of Shared Facilities Space (as defined in the Shared Facilities Agreement). The additional Shared Facilities Space will be leased by SBRI pursuant to a lease amendment with SBRI. This Second Amendment confirms Landlord’s and Tenant’s agreed allocation of responsibility for the cost of reconfiguring the SBRI First Floor premises and confirms CHRMC’s approval of the reconfigured Shared Facilities areas.

Landlord and Tenant amend the Lease as follows:

1. Attached hereto as Exhibit A is a new Exhibit L – Shared Facilities Space, which shall be deemed substituted in to the Lease to replace the existing Exhibit L.

2. Exhibit C is amended to reflect that Landlord’s Work shall include the reconfiguring of the SBRI First Floor Premises (not including SBRI’s tenant improvements therein) and that the Shell and Core Plans shall be deemed to be modified to provide for the SBRI First Floor Premises as reconfigured.

3. Exhibit D, Paragraph 5, is changed by inserting the following between the existing first and second sentences:

The Allowance shall be reduced by the amount of $66,918 in consideration for Landlord’s reconfiguration of the Shared Facilities Space. Landlord shall pay all costs of Landlord’s Work attributable to the reconfiguration of the SBRI First Floor Premises,

4. Except as amended hereby, the Lease remains in full force and effect.

5. This Amendment may be executed in multiple counterparts and may be delivered by fax transmission.

EXECUTED as of the date first written above,


307 WESTLAKE LLC

By Harbor Properties, Inc.
a Washington corporation, Manager

	By	/s/ Denny P. Onslow
	Name	Denny P. Onslow
	Title	Exec. VP


CHILDREN’S HOSPITAL AND
REGIONAL MEDICAL CENTER

By		/s/ Kelly Wallace
Name		Kelly Wallace
Title		VP & CFO


STATE OF WASHINGTON				ss.
COUNTY OF KING				ss.

I certify that I know or have satisfactory evidence that Denny P. Onslow is the person who appeared before me, and said person acknowledged that said person signed this instrument, on oath stated that said person was authorized to execute the instrument and acknowledged it as the Manager of 307 Westlake LLC, a limited liability company, to be the free and voluntary act of such company for the uses and purposes mentioned in the instrument.

Dated this 23 day of July, 2003.


		/s/ Martha E. Barkman
		(Signature of Notary)
		Martha E. Barkman
		(Legibly Print or Stamp Name of Notary)
		Notary public in and for the state of Washington,
		residing at Seattle
		My appointment expires 6-01-05


STATE OF WASHINGTON				ss.
COUNTY OF KING				ss.

Dated this 23 ^rd day of July, 2003.

/s/ Susan E. Zentner

(Signature of Notary)

Susan E. Zentner

(Legibly Print or Stamp Name of Notary)

Notary public in and for the state of Washington,

residing at Arlington

My appointment expires 07-01-07

LOGO

THIRD AMENDMENT OF LEASE

THIS THIRD AMENDMENT (“Third Amendment”), dated as of March 1, 2007, is by and between 307 WESTLAKE LLC , a Washington limited liability company, as Landlord, and CHILDREN’S HOSPITAL AND REGIONAL MEDICAL CENTER , a Washington nonprofit corporation, as Tenant, and amends the Lease between them dated as of November 8, 2002, as amended by the First Amendment of Lease dated as of December 18, 2003, and the Second Amendment of Lease dated June 23, 2003, providing for the lease of certain Premises in Landlord’s project at 307 Westlake Avenue North, Seattle WA (“Lease”).

RECITALS

A. Contemporaneously with this Third Amendment, Tenant, as “Assignor” is entering into that certain Agreement for Assignment and Assumption of Lease and Termination of Shared Facilities Agreement (the “Assignment”) with Seattle Biomedical Research Institute as “Assignee”. Assignee is also a Tenant in the Building pursuant to that certain Lease between Assignee and Landlord dated June 14, 2002, as amended by that First Amendment to Lease dated November 8, 2002, and that Second Amendment to Lease dated June 17, 2003, and that Third Amendment to Lease effective November 1, 2005 (the “SBRI Lease”).

NOW, THEREFORE, Landlord and Tenant amend the Lease as follows:

1. Extension Options . Paragraph 1 to Addendum No. 1 to the Lease is hereby amended and replaced with the following replacement Paragraph 1.

1. Options to Extend . Landlord does hereby grant to Assignee under that certain Agreement for Assignment and Assumption of Lease and Termination of Shared Facilities Agreement dated effective March 1, 2007 (the “Assignment”) the right, privilege, and option to extend this Lease (each an “Extension Option”) for three (3) periods of five (5) years each (each an “Extension Term”) from the date of expiration of the initial Term hereof or the prior Extension Term, as applicable, upon the same terms and conditions as herein contained, except as to “Base Rent”, which shall be determined in accordance with the following paragraphs, and except that a Security Deposit shall be required, which shall be determined in accordance with the following paragraphs. In the event Assignee desires to exercise its option to extend this Lease, then at least eighteen (18) months prior to the expiration of the initial Term or the applicable Extension Term, Assignee shall give Landlord a written notice binding upon Assignee and Landlord (the “Extension Notice”), exercising an Extension Option. If Assignee exercises an Extension Option in the manner set forth herein Landlord and Assignee shall promptly execute and deliver an amendment to the Lease. In the event that Assignee fails to give an Extension Notice, as set forth herein, then Assignee’s right to extend this Lease shall terminate and be of no further force and effect.

The Extension Options hereunder may be exercised only by Assignee under the Assignment. Assignor may not exercise the Extension Options. If the first Extension Option is exercised by Assignee, Assignor shall be released from all liabilities arising under this Lease after the commencement of the first Extension Term. No Extension Option may be exercised or be assigned, voluntarily or involuntarily, by or to any person or entity other than the Assignee or a party to which the Lease is transferred that would qualify as a Permitted Transfer in Section 17(b) of the SBRI Lease. Further, the Extension Options herein granted to Assignee are not assignable separate and apart from this Lease.

Extension Term), but excluding the value of all other existing tenant improvements or tenant alterations in the Premises paid for by Assignor or Assignee), in comparable projects in the City of Seattle, taking into consideration: rental rates, location, extent of service provided or to be provided, the time the particular rate under consideration became or is to become effective, method of expense pass through, creditworthiness of the tenant, security deposits, and any other relevant terms or conditions. In no event shall there be deducted from such Fair Market Rent, the value of any concessions, including without limitation tenant improvements, commissions, free rent and/or “downtime”.

As used herein, the phrase “shell and core space comparable to that provided under this Lease” shall mean a building shell and core with: cast in place concrete with band beams to control vibration to 2000 micro inches/second and mild reinforcing steel to allow for future penetrations of the slab; 125 psf live load capacity; floor heights of 13’ 0” clear; below grade parking at 1 stall per 1000 square feet of rentable area; two passenger elevators and one freight elevator; main lobby complete with bathrooms; each tenant floor core area with elevator openings finished, restrooms complete, electrical room, tele communications room and janitorial room; HVAC system utilizing a chilled water variable air volume rooftop equipment with 100% outside air and 1.5 cfm per gross square foot and vertical supply and return shafts to each floor; two vertical connectivity shafts for tenant exhaust ducts; two electrical rooms on each floor with a 480/277 volt distribution panel, a 225 kva 120/208 step down transformer and a 120/208 distribution panel in each room; fire sprinkler system for common areas and up heads; fire alarm system for common areas and connectivity available to each floor; and card key access system to building entrances, elevators and parking garage and connectivity for tenant spaces.

As used herein, the term “CPI Adjustment” shall mean the percentage increase, if any, in the monthly Consumer Price Index for all Urban Consumers, Seattle Average, for all Items (1982-84 = 100) published by the Bureau of Labor Statistics, United States Department of Labor (“CPI”) last published prior to the time of Fair Market Rent determination. The base period of the adjustment shall be the monthly CPI most recently published prior to the Commencement Date. If the Bureau of Labor Statistics ceases to use the 1982-84 average as the basis of calculation, or the CPI is discontinued, the parties mutually shall agree on a substitute index of comparable statistics on the cost of living for the county in which the Premises is located, as shall be computed by an agency of the United States or by a responsible financial periodical of recognized authority.

Subject to adjustment as hereinafter provided, Assignee shall be required, no less than six (6) months prior to the commencement of the first Extension Term, to deposit with Landlord a Security Deposit equal to the number of months of Base Rent Assignee has as a Security Deposit under the SBRI Lease at the time of its exercise of the first Extension Option, multiplied by the monthly Base Rent on the Premises under the first Extension Term of this Lease. If, however, either party believes the security deposit for the Premises as calculated in the preceding sentence is not commercially reasonable (given prevailing market conditions, the financial condition of Assignee, and other relevant factors), then such party may suggest a different security deposit amount. If the parties cannot agree on the security deposit within ninety (90) days of Assignee’s exercise of the first Extension Option, the dispute shall be submitted to arbitration following the procedures of Section 25(z) of the Assignee Lease. Assignee’s exercise of the Extension Option shall not be conditioned upon agreement to a revised security deposit amount. The parties agree that, upon Assignee’s exercise of the first Extension Option, the parties will have entered into a binding commitment to the first Extension Term, and any disputes regarding the security deposit amount for the Premises shall be resolved pursuant to the terms of the Assignee Lease. The parties also shall prepare and execute a written Lease amendment requiring the Security deposit on the same terms as the Assignee Lease.

If Landlord and Assignee are unable to agree upon the Fair Market Rent within ninety (90) days after Landlord’s receipt of an Extension Notice (the “Negotiation Period”), then the matter shall be determined by arbitration pursuant to the terms of this Paragraph 1. The parties agree to a standard of good faith and reasonableness in their attempts to affirmatively resolve the issue of Fair Market Rent.

(a) if the parties are unable to agree on the Fair Market Rent prior to the expiration of the Negotiation Period, each party shall give notice (the “Determination Notice”) to the other setting forth its respective determination of the Fair Market Rent. If the difference between the parties’ respective determinations of the Fair Market Rent set forth in the Determination

Notices is less than or equal to five percent (5%) of the higher determination then the parties’ determinations shall be averaged and the average shall be the Fair Market Rent. If the difference between the two determinations is greater than five percent (5%), the matter shall be submitted for decision to a panel of three arbitrators. Within 30 days after the expiration of the Negotiation Period, Landlord and Assignee shall each appoint one arbitrator who is an MAI real estate appraiser, with at least ten (10) years’ full-time commercial appraisal experience in the Seattle, Washington area and who is neutral and has not rendered services to either Landlord or Assignee or their respective Affiliates within the preceding five (5) year period. The two arbitrators so appointed shall within fifteen (15) days after the date of the appointment of the last appointed arbitrator agree upon and appoint a third arbitrator who shall be qualified under the same criteria set forth above for qualification of the initial two arbitrators. Failing such agreement, either Landlord or Assignee shall have the right to petition for the appointment of the third arbitrator by the Presiding Judge of the Superior Court of King County.

(b) The determination of the arbitrators shall be limited solely to the issue of whether Landlord’s or Assignee’s proposed Fair Market Rent set forth in its Determination Notice is the closest to the actual fair market rent for the Premises. The arbitrators shall not have the power to add to, modify, or change any of the provisions of this Lease.

(c) The three arbitrators shall within thirty (30) days of the appointment of the third arbitrator reach a decision as to whether the parties shall use Landlord’s or Assignee’s proposed Fair Market Rent, and shall notify Landlord and Assignee thereof. The arbitrators shall be directed to use best efforts to reach a decision on Fair Market Rent on or before the date that is ten (10) months after the date the Extension Notice is delivered. The decision of a majority of the three arbitrators shall be binding upon Landlord and Assignee.

(d) Each party shall each bear the cost of the arbitrator appointed by it directly and the cost of the third arbitrator shall be paid one-half by Landlord and one-half by Assignee. Each party shall be responsible for its own attorneys’ and experts fees in the arbitration process.

(e) Once Rent is determined (by agreement or otherwise), Landlord and Assignee shall promptly execute and deliver an amendment to the Lease reflecting the extension and the Base Rent for the Extension Term.

If Landlord and Assignee are unable to agree upon or to complete the arbitration proceeding with respect to determination of the Fair Market Rent for an Extension Term prior to the first day of the applicable Extension Term, Assignee will, during any such Extension Term, pay Base Rent at a rate equivalent to a three and one-quarter percent (3.25%) increase of the Base Rent in effect immediately prior to the Extension Term in question until the parties agree upon the new Base Rent, or until the Base Rent is determined in arbitration pursuant to this Paragraph 1. The amount of the new Base Rent for the applicable Extension Term will be applied retroactively to the beginning of such Extension Term, and any rent adjustment will be made in connection with the next installment of Base Rent then due.

Notwithstanding anything to the contrary set forth above, Assignee shall not have the right to exercise any Extension Option:

(i) During the time commencing from the date Landlord gives to Assignee a written notice that Assignee is in default under any provisions of this Lease, and continuing until the default alleged in said notice is cured (provided, however, that this provision shall not prevent Assignee from exercising an Extension Option if Assignee is not actually in default at the time the notice is given);

(ii) During the period of time commencing on the day after a monetary obligation to Landlord is due from Assignee and unpaid (without any necessity for notice thereof to Assignee) continuing until the obligation is paid; or

(iii) If a default in Payment of Rent has occurred under Section 12(a) of the Lease in the twelve (12) months prior to Assignee’s exercise of an Extension Option.

The period of time within which an Extension Option may be exercised shall not be extended or enlarged by reason of Assignee’s inability to exercise the Extension Option because of the foregoing provisions and/or restrictions.

2. Deletion of Right of First Offer and Right to Expand . Paragraph 5 and Paragraph 6 of Addendum No. 1 to the Lease are hereby deleted in their entirety.

3. Cross Default . From and after the commencement of any Extension Term of this Lease, any default by Assignee under the SBRI Lease shall be a default under this Lease, and any default by Assignee under this Lease shall be a default under the SBRI Lease. Such defaults shall entitle Landlord to exercise any and all remedies under either the SBRI Lease or this Lease.

4. Assignment and Sublease . Until such time as Children’s Hospital and Regional Medical Center exercises its Power of Termination pursuant to Section 7 of the Assignment, Paragraph 17(a) through (f) of the Lease are hereby deleted and replaced with Paragraph 17(a) through (g) of the SBRI Lease (Paragraph 17(g) of the Lease shall remain in effect and shall apply to Assignee as tenant under the Lease, provided only that it shall hereafter be designated as Paragraph 17(h) of the Lease). If Children’s Hospital and Regional Medical Center exercises its Power of Termination, the original Section 17 shall thereafter apply.

5. Correction of Termination Date . Landlord and Tenant hereby desire to correct and confirm the Lease Termination Date. Landlord and Tenant signed a Confirmation of Commencement Date indicating the Termination Date was to be March 21, 2017. Landlord and Tenant agree that the true Termination Date should be June 29, 2017.

6. Except as amended hereby, the Lease remains in full force and effect.

7. This Amendment may be executed in multiple counterparts and may be delivered by fax transmission.

EFFECTIVE as of the date first written above,


307 WESTLAKE LLC

By:	City Investors VI L.L.C.,
	a Washington limited liability company, its Manager

	By:	City Investors LLC,
		a Washington limited liability company, its Managing Member

		By:	/s/ Adam Healey
		Name:	Adam Healey
		Title:	Vice President

CHILDREN’S HOSPITAL AND REGIONAL MEDICAL CENTER

By:	/s/ Kelly Wallace
Name:
Title:	SVP & CFO


STATE OF WASHINGTON				ss.
COUNTY OF KING				ss.

I certify that I know or have satisfactory evidence that Adam Healey is the person who appeared before me, and said person acknowledged that said person signed this instrument, on oath stated that said person was authorized to execute the instrument and acknowledged it as the Vice President of City Investors LLC, a Washington limited liability company, which is the Managing Member of City Investors VI L.L.C., a Washington limited liability company, which is the Manager of 307 Westlake LLC, a limited liability company, to be the free and voluntary act of such company for the uses and purposes mentioned in the instrument.

Dated this 20th day of March, 2007.


		/s/ Estelle E. Lawless
		(Signature of Notary)
		ESTELLE E. LAWLESS
		(Legibly Print or Stamp Name of Notary)
		Notary public in and for the state of Washington, residing
		at Renton
		My appointment expires 1/14/2010


STATE OF WASHINGTON				ss.
COUNTY OF KING				ss.

I certify that I know or have satisfactory evidence that Kelly Wallace is the person who appeared before me, and said person acknowledged that said person signed this instrument, on oath stated that said person was authorized to execute the instrument and acknowledged it as the CFO of Children’s Hospital and Regional Medical Center, a Washington nonprofit corporation, to be the free and voluntary act of such company for the uses and purposes mentioned in the instrument.

Dated this 8 day of March, 2007


		/s/ Jill R. O’Toole
		(Signature of Notary)
		JILL R. O’TOOLE
		(Legibly Print or Stamp Name of Notary)
		Notary public in and for the state of Washington, residing
		at Kent, WA
		My appointment expires 11-6-07

EXHIBIT B

THE SUBLEASE PREMISES

(Attached)

Sublandlord’s work to be completed by December 3, 2014:

Install partial height walls, doors and partitions in the east and west labs as indicated on the attached Sublease Premises drawing.

Install keycard access security to the three doors exiting to the freight elevator/north stairwell hallway.

LOGO