ABIOMED INC (Form: 10-Q, Received: 02/06/2018 16:26:49)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended December 31, 2017

☐	TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number 001-09585

ABIOMED, INC.

(Exact name of registrant as specified in its charter)

DELAWARE

04-2743260

(State or other jurisdiction of

incorporation or organization)

(IRS Employer

Identification No.)

22 CHERRY HILL DRIVE

DANVERS, MASSACHUSETTS 01923

(Address of principal executive offices, including zip code)

(978) 646-1400

(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 229.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒ No ☐

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

Large accelerated filer	☒		Accelerated filer	☐
Non-accelerated filer	☐	(Do not check if a smaller reporting company)	Smaller reporting company	☐
Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of January 31, 2018, 44,277,825 shares of the registrant’s common stock, $.01 par value, were outstanding.

ABIOMED, INC. AND SUBSIDIARIES

TABLE OF CONTENTS

		Page
PART I - FINANCIAL INFORMATION:

Item 1.	Condensed Consolidated Financial Statements (unaudited)	3

	Condensed Consolidated Balance Sheets as of December 31, 2017 and March 31, 2017	3

	Condensed Consolidated Statements of Operations for the three and nine months ended December 31, 2017 and 2016	4

	Condensed Consolidated Statements of Comprehensive Income for the three and nine months ended December 31, 2017 and 2016	5

	Condensed Consolidated Statements of Cash Flows for the nine months ended December 31, 2017 and 2016	6

	Notes to Condensed Consolidated Financial Statements (unaudited)	7

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	21

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	31

Item 4.	Controls and Procedures	31

PART II - OTHER INFORMATION:

Item 1.	Legal Proceedings	32

Item 1A.	Risk Factors	32

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	32

Item 3.	Defaults Upon Senior Securities	32

Item 4.	Mine Safety Disclosures	32

Item 5.	Other Information	32

Item 6.	Exhibits	33

SIGNATURES		34

NOTE REGARDING COMPANY REFERENCES

Throughout this report on Form 10-Q (the “Report”), “Abiomed, Inc.,” the “Company,” “we,” “us” and “our” refer to ABIOMED, Inc. and its consolidated subsidiaries.

NOTE REGARDING TRADEMARKS

ABIOMED, IMPELLA, IMPELLA 2.5, IMPELLA 5.0, IMPELLA LD, IMPELLA CP and IMPELLA RP are trademarks of ABIOMED, Inc., and are registered in the U.S. and certain foreign countries. AB5000 and cVAD REGISTRY are trademarks of ABIOMED, Inc.

PART 1. FINANCI AL INFORMATION

ITEM 1:

FINANCIAL STATEMENTS

ABIOMED, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

(in thousands, except share data)

	December 31, 2017			March 31, 2017
ASSETS
Current assets:
Cash and cash equivalents	$	50,502		$	39,040
Short-term marketable securities		250,751			190,908
Accounts receivable, net		64,862			54,055
Inventories		46,891			34,931
Prepaid expenses and other current assets		9,192			8,024
Total current assets		422,198			326,958
Long-term marketable securities		49,485			47,143
Property and equipment, net		107,977			87,777
Goodwill		34,814			31,045
In-process research and development		16,241			14,482
Long-term deferred tax assets, net		75,201			34,723
Other assets		13,686			8,286
Total assets	$	719,602		$	550,414
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable	$	21,991		$	20,620
Accrued expenses		41,565			37,703
Deferred revenue		11,797			10,495
Current portion of capital lease obligation		—			799
Total current liabilities		75,353			69,617
Other long-term liabilities		466			3,251
Contingent consideration		10,423			9,153
Long-term deferred tax liabilities		878			783
Capital lease obligation, net of current portion		—			15,539
Total liabilities		87,120			98,343
Commitments and contingencies (Note 10)
Stockholders' equity:
Class B Preferred Stock, $.01 par value		—			—
Authorized - 1,000,000 shares; Issued and outstanding - none
Common stock, $.01 par value		443			437
Authorized - 100,000,000 shares; Issued - 45,995,445 shares at December 31, 2017 and 45,249,281 shares at March 31, 2017
Outstanding - 44,271,905 shares at December 31, 2017 and 43,673,286 shares at March 31, 2017
Additional paid in capital		605,697			565,962
Retained earnings (accumulated deficit)		103,610			(46,959	)
Treasury stock at cost - 1,723,540 shares at December 31, 2017 and 1,575,995 shares at March 31, 2017		(66,622	)		(46,763	)
Accumulated other comprehensive loss		(10,646	)		(20,606	)
Total stockholders' equity		632,482			452,071
Total liabilities and stockholders' equity	$	719,602		$	550,414

The accompanying notes are an integral part of the condensed consolidated financial statements (unaudited)

ABIOMED, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

(in thousands, except per share data)

	For the Three Months Ended December 31,						For the Nine Months Ended December 31,
	2017			2016			2017			2016
Revenue:
Product revenue	$	153,989		$	114,624		$	419,202		$	320,541
Funded research and development		33			50			111			83
		154,022			114,674			419,313			320,624
Costs and expenses:
Cost of product revenue		24,994			18,987			68,483			51,366
Research and development		17,706			16,349			54,027			50,061
Selling, general and administrative		66,556			53,935			187,233			158,053
		109,256			89,271			309,743			259,480
Income from operations		44,766			25,403			109,570			61,144
Other income (expense):
Investment income, net		969			457			2,385			1,068
Other expense, net		(81	)		(34	)		(25	)		(225	)
		888			423			2,360			843
Income before income taxes		45,654			25,826			111,930			61,987
Income tax provision		32,208			10,394			36,607			24,770
Net income	$	13,446		$	15,432		$	75,323		$	37,217

Basic net income per share	$	0.30		$	0.36		$	1.71		$	0.86
Basic weighted average shares outstanding		44,247			43,431			44,095			43,125

Diluted net income per share	$	0.29		$	0.34		$	1.65		$	0.83
Diluted weighted average shares outstanding		45,869			44,770			45,731			44,597

The accompanying notes are an integral part of the condensed consolidated financial statements (unaudited)

ABIOMED, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Unaudited)

(in thousands)

	For the Three Months Ended December 31,						For the Nine Months Ended December 31,
	2017			2016			2017			2016
Net income	$	13,446		$	15,432		$	75,323		$	37,217

Other comprehensive gain (loss):
Foreign currency translation gains (losses)		1,557			(5,873	)		10,406			(6,760	)
Net unrealized losses on marketable securities		(401	)		(269	)		(446	)		(137	)
Other comprehensive gain (loss)		1,156			(6,142	)		9,960			(6,897	)

Comprehensive income	$	14,602		$	9,290		$	85,283		$	30,320

The accompanying notes are an integral part of the condensed consolidated financial statements (unaudited)

ABIOMED, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

(in thousands)

	For the Nine Months Ended December 31,
	2017			2016
Operating activities:
Net income	$	75,323		$	37,217
Adjustments required to reconcile net income to net cash provided by operating activities:
Depreciation expense		8,100			4,488
Bad debt expense		(8	)		(12	)
Stock-based compensation		29,170			24,521
Write-down of inventory and other assets		3,212			2,059
Excess tax benefit from stock-based awards		—			(4,595	)
Deferred tax provision		34,740			18,817
Change in fair value of contingent consideration		1,270			612
Changes in assets and liabilities:
Accounts receivable		(10,342	)		(7,555	)
Inventories		(11,974	)		(8,615	)
Prepaid expenses and other assets		(1,033	)		(3,923	)
Accounts payable		2,595			3,542
Accrued expenses and other liabilities		3,874			11,040
Deferred revenue		1,220			265
Net cash provided by operating activities		136,147			77,861
Investing activities:
Purchases of marketable securities		(209,834	)		(177,591	)
Proceeds from the sale and maturity of marketable securities		148,095			144,670
Purchase of other investment		(6,400	)		(149	)
Purchases of property and equipment		(44,168	)		(24,039	)
Net cash used for investing activities		(112,307	)		(57,109	)
Financing activities:
Proceeds from the exercise of stock options		7,626			8,265
Excess tax benefit from stock-based awards		—			4,595
Taxes paid related to net share settlement of vesting of stock awards		(19,860	)		(19,898	)
Proceeds from the issuance of stock under employee stock purchase plan		1,063			769
Principal payments on capital lease obligation		(517	)		(264	)
Net cash used for financing activities		(11,688	)		(6,533	)
Effect of exchange rate changes on cash		(690	)		(1,381	)
Net increase in cash and cash equivalents		11,462			12,838
Cash and cash equivalents at beginning of period		39,040			48,231
Cash and cash equivalents at end of period	$	50,502		$	61,069
Supplemental disclosure of cash flow information:
Cash paid for income taxes	$	845		$	735
Cash paid for interest on capital lease obligation		302			223
Supplemental disclosure of non-cash investing and financing activities:
Property and equipment under capital lease obligation		—			16,784
Property and equipment in accounts payable and accrued expenses		3,836			3,717

The accompanying notes are an integral part of the condensed consolidated financial statements (unaudited)

ABIOMED, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

(In thousands, except share data)

Note 1. Nature of Business

Abiomed, Inc. (the “Company” or “Abiomed”) is a provider of mechanical circulatory support devices and offers a continuum of care to heart failure patients. The Company develops, manufactures and markets proprietary products that are designed to enable the heart to rest, heal and recover by improving blood flow and/or performing the pumping function of the heart. The Company’s products are used in the cardiac catheterization lab, or cath lab, by interventional cardiologists and in the heart surgery suite by heart surgeons for patients who are in need of hemodynamic support prophylactically or emergently before, during or after angioplasty or heart surgery procedures.

Note 2. Basis of Preparation and Summary of Significant Accounting Policies

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles, or GAAP, for interim financial reporting and in accordance with Article 10 of Regulation S-X. Accordingly, they do not include all of the information and note disclosures required by GAAP for complete financial statements. These statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 2017 that has been filed with the Securities and Exchange Commission (the “SEC”).

In the opinion of management, the accompanying unaudited condensed consolidated financial statements include all normal and recurring adjustments that are necessary for a fair presentation of results for the interim periods presented. The results of operations for any interim period may not be indicative of results for the full fiscal year or any other subsequent period.

There have been no changes in the Company’s significant accounting policies for the three and nine months ended December 31, 2017 as compared to the significant accounting policies described in the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 2017 that has been filed with the SEC.

New Accounting Pronouncements Adopted

Effective April 1, 2017, the Company adopted the Financial Accounting Standards Board (“FASB”) standard update ASU 2016-09, “ Compensation – Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting ” (“ASU 2016-09”) which simplifies several aspects of the accounting for share-based payment transactions, including income tax consequences, recognition of stock compensation award forfeitures, classification of awards as either equity or liabilities, the calculation of diluted shares outstanding and classification on the statement of cash flows.

The following table summarizes the most significant impacts of ASU 2016-09 for the three and nine months ended December 31, 2017:

Description of Change:	Impact of Change Upon Adoption on April 1, 2017 and for the Three and Nine Months Ended December 31, 2017:	Adoption Method:
The new standard eliminates the requirement that excess tax benefits be realized through a reduction in income taxes payable before a company can recognize them in the statement of operations.	As a result, on April 1, 2017, the Company recorded a cumulative-effect adjustment to increase retained earnings and deferred tax assets by $76.4 million for excess tax benefits not previously recognized.	Modified-retrospective (required)

Excess tax benefits related to restricted stock unit vestings or stock option exercises are recorded through the statement of operations.	The income tax benefit for the three and nine months ended December 31, 2017, included excess tax benefits of $3.2 million and $24.5 million, respectively. These recognized excess tax benefits resulted from restricted stock units that vested or stock options that were exercised during the three and nine months ended December 31, 2017.	Prospective (required)

Excess tax benefits related to restricted stock unit vestings or stock option exercises are classified as operating cash flows instead of financing cash flows.	Increase in cash flow from operating activities and decrease in cash flow from financing activities by approximately $24.5 million for the nine months ended December 31, 2017. The statement of cash flows for the prior period has not been adjusted.	Prospective (elected)

Calculation of diluted weighted average shares outstanding under the treasury method no longer assume that tax benefits related to stock-based awards are used to repurchase common stock.	The Company excluded the related tax benefits when applying the treasury stock method for computing diluted shares outstanding on a prospective basis as required by ASU 2016-09.	Prospective (required)

An accounting policy election can be made to reduce stock-based compensation expense for forfeitures as they occur instead of estimating forfeitures that are expected to occur.	The Company made an accounting policy election to account for forfeitures as they occur with the change applied on a modified retrospective basis with a cumulative effect adjustment on April 1, 2017 to increase additional paid-in capital by $1.8 million, increase deferred tax assets by $0.7 million and decrease retained earnings by $1.1 million. The Company elected to make this accounting policy change to simplify the accounting for stock-based compensation and believes this method provides a more accurate reflection of periodic stock based compensation cost. Prior to the adoption of this accounting standard, the Company estimated at grant the likelihood that the award would ultimately vest, and revised the estimate, if necessary, in future periods if the actual forfeiture rate differed.	Modified-retrospective (elected)

Cash payments to tax authorities for shares withheld to meet employee tax withholding requirements on restricted stock units are classified as financing cash flow instead of operating cash flow.	No change since the Company has historically presented these amounts as a financing activity. Prior to ASU 2016-09, U.S. GAAP has not specified how these types of transactions should be classified in the statement of cash flows.	N/A

See table below for the changes in beginning stockholders' equity as a result of this implementation.

	Common Stock					Treasury Stock
	Number of shares			Par value		Number of shares			Amount				Additional Paid in Capital			Accumulated Deficit				Accumulated Other Comprehensive Income (Loss)				Total Stockholders' Equity

Balance, March 31, 2017		43,673,286	$		437		1,575,995	$		(46,763	)	$		565,962	$		(46,959	)	$		(20,606	)	$		452,071
Cumulative effect of adoption of new accounting standard														1,835			75,246								77,081
Balance, April 1, 2017		43,673,286	$		437		1,575,995	$		(46,763	)	$		567,797	$		28,287		$		(20,606	)	$		529,152

Recent Accounting Pronouncements

In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers to provide updated guidance on revenue recognition. This new standard will replace most of the existing revenue recognition guidance in U.S. GAAP when it becomes effective and permits the use of either the retrospective or cumulative effect transition method. ASU 2014-09 requires a company to recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. In doing so, companies may need to use more judgment and make more estimates than under the current accounting guidance. These may include identifying performance obligations in the contract, estimating the amount of variable consideration to include in the transaction price and allocating the transaction price to each separate performance obligation. The guidance also requires expanded disclosures relating to the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. Additionally, qualitative and quantitative disclosures are required about customer contracts, significant judgments and changes in judgments, and assets recognized from the costs to obtain or fulfill a contract.

The Company is assessing all of the potential impacts of the revenue recognition guidance. Although the Company has not yet completed its assessment of the new revenue recognition guidance, the Company believes that the new revenue recognition guidance generally supports the recognition of revenue at a point-in-time for product sales and over an extended period of time for preventative maintenance service agreements, which is consistent with its current revenue recognition model. The Company does anticipate that the new revenue standard will result in expanded financial statement disclosures relating to the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. The Company is reviewing and updating its internal controls and processes over revenue recognition in order to prepare for the adoption of and ongoing accounting under the new standard. As the Company completes its evaluation of this new accounting standard, new information may arise that could change the Company’s current understanding of the impact to revenue and expense recognized and financial statement disclosures. Additionally, the Company will continue to monitor industry activities and any additional guidance provided by regulators, standards setters, or the accounting profession and adjust the Company’s assessment and implementation plans accordingly, if required. ASU 2014-09 can be applied retrospectively to each prior reporting period presented, or retrospectively with the cumulative effect of the change recognized at the date of the initial application. The Company will apply the new guidance effective April 1, 2018 using the modified retrospective method to contracts that are not completed as of April 1, 2018. The Company does not expect the adoption of this standard, including the cumulative effect of any adjustment to the opening balance of retained earnings, to have a material impact to its consolidated financial statements.

In January 2016, the FASB issued ASU 2016-01, Recognition and Measurement of Financial Assets and Financial Liabilities . This guidance changes accounting for financial assets and financial liabilities under the fair value option and includes additional presentation and disclosure requirements for financial instruments. ASU 2016-01 requires certain financial assets to be measured at fair value with changes in fair value recognized in the statement of operations. ASU 2016-01 eliminates the available-for-sale classification for marketable securities in which changes in fair value are currently recorded as a component of other comprehensive income. ASU 2016-01 also impacts the recognition and measurement of equity investments, which are currently carried at cost, but will be measured at fair value in the Company’s consolidated statement of operations. ASU 2016-01 is effective for annual reporting periods beginning after December 15, 2017, with early adoption permitted with specific application guidance. ASU 2016-01 will become effective for the Company beginning in fiscal 2019. The Company is evaluating the impact to its consolidated financial statements but ASU 2016-01 could have a significant impact, including additional volatility in other income (expense) within its statement of operations in future periods if there are measurable changes in fair value of equity investments.

In February 2016, the FASB issued ASU 2016-02, Leases . The new guidance significantly impacts lessee accounting and financial statement disclosures. Specifically, this guidance requires lessees to identify arrangements that should be accounted for as leases. Under this guidance, for lease arrangements exceeding a one year term, a right-of-use asset and lease obligation is recorded by the lessee for all leases on the balance sheet, whether operating or financing, while the statement of operations includes lease expense for operating leases and amortization and interest expense for financing leases. The balance sheet amount recorded at the date of adoption of this guidance must be calculated using the applicable incremental borrowing rate at the date of adoption. Leases with a term of one year or less will be accounted for similar to existing guidance for operating leases. The Company is currently in the process of evaluating its lessee arrangements to determine the impact of ASU 2016-02 on its consolidated financial statements. This evaluation includes a review of the Company’s existing leasing arrangements on its facilities. ASU 2016-02 must be adopted using a modified retrospective approach for all leases existing at, or entered into after the date of initial adoption, with an option to elect to use certain transition relief. ASU 2016-02 will become effective for the Company beginning in fiscal 2020.

Note 3. Net Income Per Share

Basic net income per share is computed by dividing net income by the weighted average number of common shares outstanding during the period. Diluted net income per share is computed by dividing net income by the weighted average number of dilutive common shares outstanding during the period. Diluted shares outstanding are calculated by adding to the weighted average shares outstanding any potential dilutive securities outstanding for the period. Potential dilutive securities include stock options, restricted stock units, performance-based stock awards and shares to be purchased under the Company’s employee stock purchase plan. The Company’s basic and diluted net income per share for the three and nine months ended December 31, 2017 and 2016 were as follows (in thousands, except per share data):

	For the Three Months Ended December 31,				For the Nine Months Ended December 31,
	2017		2016		2017		2016
Basic Net Income Per Share
Net income	$	13,446	$	15,432	$	75,323	$	37,217

Weighted average shares used in computing basic net income per share		44,247		43,431		44,095		43,125

Net income per share - basic	$	0.30	$	0.36	$	1.71	$	0.86

	For the Three Months Ended December 31,				For the Nine Months Ended December 31,
	2017		2016		2017		2016
Diluted Net Income Per Share
Net income	$	13,446	$	15,432	$	75,323	$	37,217

Weighted average shares used in computing basic net income per share		44,247		43,431		44,095		43,125
Effect of dilutive securities		1,622		1,339		1,636		1,472
Weighted average shares used in computing diluted net income per share		45,869		44,770		45,731		44,597

Net income per share - diluted	$	0.29	$	0.34	$	1.65	$	0.83

For the three and nine months ended December 31, 2017, approximately 2,600 and 4,800 shares underlying out-of-the-money stock options, respectively, were excluded in the computation of diluted earnings per share because their effect would have been anti-dilutive. Also, approximately 128,000 restricted shares in each of the three and nine months ended December 31, 2017, respectively, related to performance-based and market-based awards for which milestones have not been met, were not included in the computation of diluted earnings per share.

For the three and nine months ended December 31, 2016, approximately 28,000 and 17,000 shares underlying out-of-the-money stock options, respectively, were excluded in the computation of diluted earnings per share because their effect would have been anti-dilutive. Also, approximately 185,000 restricted shares in each of the three and nine months ended December 31, 2016, respectively, related to performance-based and market-based awards for which milestones have not been met, were not included in the computation of diluted earnings per share.

Note 4. Marketable Securities and Fair Value Measurements

Marketable Securities

The Company’s marketable securities are classified as available-for-sale securities and, accordingly, are recorded at fair value. The difference between amortized cost and fair value is included in stockholders’ equity. At December 31, 2017 and March 31, 2017, the Company’s financial instruments consist primarily of cash and cash equivalents, marketable securities, accounts receivable, accounts payable and contingent consideration. The carrying amounts of accounts receivable and accounts payable are considered reasonable estimates of their fair value, due to the short maturity of these investments.

The Company’s marketable securities at December 31, 2017 and March 31, 2017 are invested in the following:

	Amortized		Gross Unrealized		Gross Unrealized			Fair Market
	Cost		Gains		Losses			Value
	(in $000's)
December 31, 2017:
Short-term U.S. Treasury mutual fund securities	$	21,068	$	—	$	(25	)	$	21,043
Short-term government-backed securities		152,586		—		(343	)		152,243
Short-term corporate debt securities		77,592		3		(130	)		77,465
Long-term government-backed securities		47,587		—		(96	)		47,491
Long-term corporate debt securities		1,997		—		(3	)		1,994
	$	300,830	$	3	$	(597	)	$	300,236

	Amortized		Gross Unrealized		Gross Unrealized			Fair Market
	Cost		Gains		Losses			Value
	(in $000's)
March 31, 2017:
Short-term U.S. Treasury mutual fund securities	$	45,199	$	—	$	(13	)	$	45,186
Short-term government-backed securities		90,199		1		(87	)		90,113
Short-term corporate debt securities		55,465		—		(31	)		55,434
Long-term U.S. Treasury mutual fund securities		1,998		—		(3	)		1,995
Long-term government-backed securities		43,484		5		(18	)		43,471
Long-term corporate debt securities		1,853		—		(1	)		1,852
	$	238,198	$	6	$	(153	)	$	238,051

Fair Value Hierarchy

Fair value is defined as the price that would be received upon the sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Financial assets and liabilities carried at fair value are to be classified and disclosed in one of the following three categories:

Level 1: Quoted market prices in active markets for identical assets or liabilities.

Level 2: Observable market-based inputs or unobservable inputs that are corroborated by market data.

Level 3: Unobservable inputs that are not corroborated by market data.

Level 1 primarily consists of financial instruments whose values are based on quoted market prices such as exchange-traded instruments and listed equities.

Level 2 includes financial instruments that are valued using models or other valuation methodologies. These models are primarily industry-standard models that consider various assumptions, including time value, yield curve, volatility factors, prepayment speeds, default rates, loss severity, current market and contractual prices for the underlying financial instruments, as well as other relevant economic measures. Substantially all of these assumptions are observable in the marketplace, can be derived from observable data or are supported by observable levels at which transactions are executed in the marketplace.

Level 3 is comprised of unobservable inputs that are supported by little or no market activity. Financial assets are considered Level 3 when their fair values are determined using pricing models, discounted cash flows, or similar techniques, and at least one significant model assumption or input is unobservable.

The following table presents the Company’s financial instruments recorded at fair value in the condensed consolidated balance sheets, classifi ed according to the three categories described above:

	Level 1		Level 2		Level 3		Total
December 31, 2017:	(in $000's)
Assets
Short-term U.S. Treasury mutual fund securities	$	—	$	21,043	$	—	$	21,043
Short-term government-backed securities		—		152,243		—		152,243
Short-term corporate debt securities		—		77,465		—		77,465
Long-term government-backed securities		—		47,491		—		47,491
Long-term corporate debt securities		—		1,994		—		1,994
Liabilities
Contingent consideration		—		—		10,423		10,423

	Level 1		Level 2		Level 3		Total
March 31, 2017:	(in $000's)
Assets
Short-term U.S. Treasury mutual fund securities	$	—	$	45,186	$	—	$	45,186
Short-term government-backed securities		—		90,113		—		90,113
Short-term corporate debt securities		—		55,434		—		55,434
Long-term U.S. Treasury mutual fund securities		—		1,995		—		1,995
Long-term government-backed securities		—		43,471		—		43,471
Long-term corporate debt securities		—		1,852		—		1,852
Liabilities
Contingent consideration		—		—		9,153		9,153

The Company has determined that the estimated fair value of its investments in U.S. Treasury mutual fund securities, government-backed securities, and corporate debt securities are reported as Level 2 financial assets as they are not exchange-traded instruments.

The Company’s financial liabilities consisted of contingent consideration potentially payable related to the acquisition of ECP Entwicklungsgesellschaft mbH (“ECP”) and AIS GmbH Aachen Innovative Solutions (“AIS”), in July 2014. The Company acquired ECP for $13.0 million in cash, with additional potential payouts totaling $15.0 million based on the achievement of certain clinical and regulatory and revenue-based milestones related to the development of the future Impella ECP ^TM expandable catheter pump technology. These potential milestone payments may be made, at the Company’s option, by a combination of cash or Abiomed common stock. The Company uses a combination of an income approach, based on various revenue and cost assumptions and applying a probability to each outcome and a Monte-Carlo valuation model. For the clinical and regulatory milestone, p robabilities were applied to each potential scenario and the resulting values were discounted using a rate that considers weighted average cost of capital as well as a specific risk premium associated with the riskiness of the earn out itself, the related projections, and the overall business. The r evenue-based milestone is valued using a Monte-Carlo valuation model, which simulates estimated future revenues during the earn out-period using management's best estimates. Projected revenues are based on our most recent internal operational budgets and long-range strategic plans.

This liability is reported as Level 3 as th e estimated fair value of the contingent consideration related to the acquisition of ECP requires significant management judgment or estimation and is calculated using the following valuation methods:

Fair Value at December 31, 2017 (in $000's)

Valuation Methodology

Significant Unobservable Input

Weighted Average (range, if applicable)

Clinical and regulatory milestone

5,654

Probability

weighted income approach

Projected fiscal year of milestone payments

2019 to 2022

Discount rate

2.8% to 3.3%

Probability of occurrence

Probability adjusted level of 40% for the base case scenario and 12% to 30% for various upside and downside scenarios

Revenue-based milestone

4,769

Monte Carlo simulation model

Projected fiscal year of milestone payments

2023 to 2035

Discount rate

18%

Expected volatility for forecasted revenues

50%

10,423

The following table summarizes the change in fair value, as determined by Level 3 inputs, of the contingent consideration for the three and nine months ended December 31, 2017 and 2016:

	For the Three Months Ended December 31,				For the Nine Months Ended December 31,
		2017		2016		2017		2016
	(in $000's)				(in $000's)
Level 3 liabilities, beginning balance	$	9,835	$	7,749	$	9,153	$	7,563
Additions		—		—		—		—
Payments		—		—		—		—
Change in fair value		588		426		1,270		612
Level 3 liabilities, ending balance	$	10,423	$	8,175	$	10,423	$	8,175

The change in fair value of the contingent consideration was primarily due to the passage of time on the fair value measurement of milestones related to the ECP acquisition. Adjustments associated with the change in fair value of contingent consideration are included in research and development expenses in the Company’s condensed consolidated statements of operations. Significant increases or decreases in any of the probabilities of success or changes in expected timelines for achievement of any of these milestones could result in a significantly higher or lower fair value of the liability. The fair value of the contingent consideration at each reporting date is updated by reflecting the changes in fair value reflected in the Company’s statement of operations. There is no assurance that any of the conditions for the milestone payments will be met.

Other Investments

The Company periodically makes investments in private medical device companies that focus on heart failure, heart pump and other medical device technologies. The aggregate carrying amount of the Company’s other investments was $12.6 million and $7.2 million at December 31, 2017 and March 31, 2017, respectively, and is classified within other assets in the unaudited condensed consolidated balance sheets. During the nine months ended December 31, 2017, the Company made investments of $6.4 million in private medical device companies. These investments are accounted for using the cost method and are evaluated for impairment and measured at fair value only if there are identified events or changes in circumstances that may have a significant adverse effect on the fair value of these investments.

Note 5. Property and Equipment

The components of property and equipment are as follows:

	December 31, 2017			March 31, 2017
	(in $000's)
Land	$	7,550		$	4,046
Building and building improvements		61,086			10,900
Capital lease asset		—			16,784
Leasehold improvements		2,173			34,854
Machinery and equipment		38,336			27,989
Furniture and fixtures		7,503			3,899
Construction in progress		15,958			9,257
Total cost		132,606			107,729
Less accumulated depreciation		(24,629	)		(19,952	)
	$	107,977		$	87,777

In October 2017, the Company entered into a purchase and sale agreement to acquire the Company’s headquarters that it had been leasing in Danvers, Massachusetts. The total acquisition cost for the land and building was approximately $16.5 million, with $3.0 million being recorded to land and $13.0 million being recorded to building and building improvements. In addition, the Company reclassified $32.6 million in leasehold improvements to building and building improvements due to the termination of the lease agreement upon the property acquisition.

In December 2016, the Company entered into a purchase and sale agreement to acquire its existing European headquarters in Aachen, Germany, consisting of 33,000 square feet of space. The Company acquired the property in February 2017. The original acquisition cost for the land and building was approximately $12.6 million, with $4.0 million being recorded to land and $8.6 million being recorded to the building and building improvements.

Note 6. Goodwill and In-Process Research and Development

The carrying amount of goodwill at December 31, 2017 and March 31, 2017 was $34.8 million and $31.0 million, respectively, and has been recorded in connection with the Company’s acquisition of Impella Cardiosystems AG, in May 2005 and ECP and AIS in July 2014. The goodwill activity is as follows:

	(in $000's)
Balance at March 31, 2017	$	31,045
Foreign currency translation impact		3,769
Balance at December 31, 2017	$	34,814

The Company evaluates goodwill and in-process research and development (“IPR&D”) assets at least annually at October 31, as well as whenever events or changes in circumstances suggest that the carrying amount may not be recoverable. The Company has no accumulated impairment losses on goodwill or IPR&D assets.

The carrying amount of IPR&D assets at December 31, 2017 and March 31, 2017 was $16.2 million and $14.5 million, respectively, and was recorded in conjunction with the Company’s acquisition of ECP and AIS, in July 2014. The estimated fair value of IPR&D assets at the acquisition date was determined using a probability-weighted income approach, which discounts expected future cash flows to present v alue. The projected cash flow estimates for the future Impella ECP ^TM expandable catheter pump technology were based on certain key assumptions, including estimates of future revenue and expenses, taking into account the stage of development of the technology at the acquisition date and the time and reso urces needed to complete development. The Company used a discount rate of 21 % and cash flows that have been probability adjusted to reflect the risks of product commercialization, which the Company believes are appropriate and representative of market part icipant assumptions.

The carrying value of the Company’s IPR&D assets and the change in the balance for the nine months ended December 31, 2017 are as follows:

	(in $000's)
Balance at March 31, 2017	$	14,482
Foreign currency translation impact		1,759
Balance at December 31, 2017	$	16,241

Note 7. Accrued Expenses

Accrued expenses consist of the following:

	December 31, 2017		March 31, 2017
	(in $000's)
Employee compensation	$	26,077	$	23,290
Sales and income taxes		4,612		3,180
Professional, legal and accounting fees		3,294		2,019
Research and development		2,271		2,349
Marketing		2,254		1,827
Warranty		1,010		717
Accrued capital expenditures		—		2,300
Other		2,047		2,021
	$	41,565	$	37,703

Employee compensation consists primarily of accrued bonuses, accrued commissions and accrued employee benefits at December 31, 2017 and March 31, 2017.

Note 8. Stock-Based Compensation

The following table summarizes stock-based compensation expense by financial statement line item in the Company’s condensed consolidated statements of operations for the three and nine months ended December 31, 2017 and 2016:

	For the Three Months Ended December 31,				For the Nine Months Ended December 31,
		2017		2016		2017		2016
	(in $000's)				(in $000's)
Cost of product revenue	$	489	$	234	$	1,221	$	754
Research and development		1,673		900		4,217		4,793
Selling, general and administrative		9,070		5,340		23,732		18,974
	$	11,232	$	6,474	$	29,170	$	24,521

Stock Options

The following table summarizes the stock option activity for the nine months ended December 31, 2017:

						Weighted
				Weighted		Average		Aggregate
				Average		Remaining		Intrinsic
	Options			Exercise		Contractual		Value
	(in thousands)			Price		Term (years)		(in thousands)
Outstanding at beginning of period		1,646		$	32.09		5.46
Granted		152			140.41
Exercised		(371	)		20.54
Cancelled and expired		(55	)		100.57
Outstanding at end of period		1,372		$	44.49		5.42	$	196,132
Exercisable at end of period		1,048		$	24.03		4.42	$	171,235
Options vested and expected to vest at end of period		1,347		$	43.85		5.37	$	193,386

The aggregate intrinsic value of options exercised was $46.1 million for the nine months ended December 31, 2017. The total fair value of options that vested during the nine months ended December 31, 2017 was $4.8 million.

The remaining unrecognized stock-based compensation expense for unvested stock option awards at December 31, 2017 was approximately $10.6 million and the estimated weighted-average period over which this cost will be recognized is 2.4 years.

The Company estimates the fair value of each stock option granted at the grant date using the Black-Scholes option valuation model. The weighted average grant-date fair values and weighted average assumptions used in the calculation of fair value of options granted during the three and nine months ended December 31, 2017 and 2016 was as follows:

	For the Three Months Ended December 31,						For the Nine Months Ended December 31,
		2017			2016			2017			2016
Weighted average grant-date fair value	$	70.14		$	48.15		$	51.20		$	42.21

Valuation assumptions:
Risk-free interest rate		2.13	%		1.37	%		1.86	%		1.32	%
Expected option life (years)		4.08			4.17			4.07			4.14
Expected volatility		42.2	%		48.5	%		43.6	%		49.5	%

Restricted Stock Units

The following table summarizes activity of restricted stock units for the nine months ended December 31, 2017:

	Number of Shares			Weighted Average Grant Date Fair Value
	(in thousands)			(per share)
Restricted stock units at beginning of period		1,056		$	80.50
Granted		295		$	136.80
Vested		(363	)	$	53.16
Forfeited		(94	)	$	98.08
Restricted stock units at end of period		894		$	108.35

The remaining unrecognized compensation expense for outstanding restricted stock units, including performance and market-based awards, as of December 31, 2017 was $38.5 million and the estimated weighted-average period over which this cost will be recognized is 2.0 years.

Performance-Based Awards

In May 2017, performance-based awards of restricted stock units for the potential issuance of approximately 159,000 shares of common stock were issued to certain executive officers and employees, which vest upon achievement of prescribed service milestones by the award recipients and performance milestones by the Company. As of December 31, 2017, the Company is recognizing compensation expense based on the probable outcome related to the prescribed performance targets on the outstanding awards.

Note 9. Income Taxes

On December 22, 2017, the Tax Cut and Jobs Act, or the Tax Reform Act, was signed into law. The Tax Reform Act included significant changes to existing law, including among other items, a reduction to the U.S. federal statutory corporate tax rate from 35% to 21% effective January 1, 2018. ASC 740, Income Taxes (Topic 740) , or ASC 740, requires that the effects of changes in tax laws or rates be recognized in the period in which the law is enacted. Those effects, both current and deferred, are reported as part of the tax provision, regardless of income in which the underlying pretax income (expense) or asset (liability) was or will be reported.

T he Company’s estimated fiscal 2018 blended U.S. federal statutory corporate income tax rate of 31.5% was applied in the computation of the income tax provision for the three and nine months ended December 31, 2017 . The blended U.S. federal statutory corporate tax rate of 31.5% represents the weighted average rate between the pre-enactment U.S. federal statutory corporate tax rate of 35% prior to the January 1, 2018 effective date and the post-enactment U.S. federal statutory corporate tax rate of 21% thereafter.

The Company’s income tax provision was $32.2 million and $36.6 million for the three and nine months ended December 31, 2017, respectively, and $10.4 million and $24.8 million for the three and nine months ended December 31, 2016, respectively. The Company’s effective tax rate was 70.6% and 32.7% for the three and nine months ended December 31, 2017, respectively, and 40.2% and 40.0% for the three and nine months ended December 31, 2016, respectively. Consistent with guidance issued by the SEC, which provides for a measurement period of one year from the enactment date to finalize the accounting for effects of the Tax Reform Act, the Company provisionally recorded an income tax expense of $22.0 million during the three and nine months ended December 31, 2017, due to the re-measurement of its net deferred tax assets due to the lower U.S. federal statutory corporate tax rate. This provisional estimate reflects estimable current year impacts of the Tax Reform Act on the Company’s estimated annual effective tax rate and discrete items resulting directly from the enactment of the Tax Reform Act based on the information available, prepared, or analyzed (including computations) in reasonable detail. Any adjustments to this provisional estimate will be recorded as adjustments to income tax expense in the period in which those adjustments become estimable and/or are finalized, if necessary.

As discussed in “Note 2. Basis of Presentation and Summary of Significant Accounting Policies,” the Company also recognized excess tax benefits associated with stock-based awards of $3.2 million and $24.5 million as an income tax benefit for three and nine months ended December 31, 2017, respectively. These recognized excess tax benefits resulted from restricted stock units that vested or stock options that were exercised during the three and nine months ended December 31, 2017.

The significant differences between the statutory income tax rate and effective income tax rate for the three and nine months ended December 31, 2017 and 2016 were as follows:

	For the Three Months Ended December 31,							For the Nine Months Ended December 31,
		2017			2016				2017			2016
Statutory income tax rate		31.5		%	35.0		%		31.5		%	35.0		%
Increase resulting from:
Excess tax benefits from stock-based awards		(7.0	)		—				(21.9	)		—
Credits		(2.1	)		(1.2	)			(2.1	)		(1.2	)
State taxes, net		3.7			3.3				3.7			3.3
Permanent differences		1.7			2.7				1.7			2.7
Effect of the Tax Reform Act on net deferred tax assets		42.1			—				19.6			—
Other		0.7			0.4				0.2			0.2
Effective tax rate		70.6		%	40.2		%		32.7		%	40.0		%

The recently enacted Tax Reform Act allows for a 100% deduction for the repatriation of foreign subsidiary earnings with minimal U.S. income tax consequences other than the one-time deemed repatriation toll charge . Since most of the Company’s cash

and cash equivalents are held by foreign subsidiaries which are disregarded entities for domestic tax purposes, any repatriation of such funds to the U.S. would likely have a nominal tax impact, if any.

The Company and its subsidiaries are subject to U.S. federal income tax, as well as income tax of multiple state and foreign jurisdictions. Fiscal years 2012 through 2017 remain open to examination in Germany and Abiomed Europe GmbH, the Company’s main operating subsidiary in Germany, is currently being audited for fiscal years 2012 through 2015. In July 2017, the Company was notified by the Internal Revenue Service, or IRS, that it has selected the Company’s federal tax return for fiscal 2016 for examination. In September 2017, the Company was notified by German tax authorities that our ECP subsidiary in Germany will be audited for the year ended December 31, 2014 and the three months ended March 31, 2015. All tax years remain subject to examination by the IRS and state tax authorities, because the Company has net operating loss and tax credit carryforwards which may be utilized in future years to offset taxable income, those years may also be subject to review by relevant taxing authorities if the carryforwards are utilized.

Note 10. Commitments and Contingencies

Commitments

Leases

The Company’s corporate headquarters is located in Danvers, Massachusetts. This facility encompasses most of the Company’s U.S. operations, including research and development, manufacturing, sales and marketing and general and administrative departments. In October 2017, the Company entered into a purchase and sale agreement to purchase its corporate headquarters for approximately $16.5 million and terminated its existing lease arrangement (See Note 5).

In February 2017, the Company entered into a lease agreement for an additional 21,603 square feet of office space in Danvers, Massachusetts, which expires on July 31, 2022. In December 2017, the Company entered into an amendment to this lease to extend the lease term through August 31, 2025 and to add an additional 6,607 square feet of space in which rent would begin around June 1, 2018. The amendment also allows the Company a right of first offer to purchase the property from January 1, 2018 through August 31, 2035, if the lessor decides to sell the building or receives an offer to purchase the building from a third-party buyer. The annual rent expense for the lease is estimated to be $0.4 million.

In September 2016, the Company entered into a lease agreement in Berlin, Germany which commenced in May 2017 and expires in May 2024. The annual rent expense for the lease is estimated to be $0.3 million.

In October 2016, t he Company entered into a lease agreement for an office in Tokyo, Japan and expires in September 2021. The office houses administrative, regulatory, and training personnel in connection with the Company’s commercial launch in Japan. The annual rent expense for the lease is estimated to be $0.9 million.

Contingencies

From time to time, the Company is involved in legal and administrative proceedings and claims of various types. In some actions, the claimants seek damages, as well as other relief, which, if granted, would require significant expenditures. The Company records a liability in its consolidated financial statements for these matters when a loss is known or considered probable and the amount can be reasonably estimated. The Company reviews these estimates each accounting period as additional information is known and adjusts the loss provision when appropriate. If a matter is both probable to result in liability and the amount of loss can be reasonably estimated, the Company estimates and discloses the possible loss or range of loss. If the loss is not probable or cannot be reasonably estimated, a liability is not recorded in its consolidated financial statements.

In April 2014, the Company received an administrative subpoena from the Boston regional office of the United States Department of Health and Human Services, or HHS, Office of Inspector General requesting materials relating to the Company’s reimbursement of employee expenses and remuneration to healthcare providers from July 2012 through December 2012, in connection with a civil investigation under the False Claims Act (the “FCA Investigation”). Subsequently, the Company received Civil Investigative Demands from the U.S. Attorney’s Office for the District of Massachusetts that collectively sought additional information relating to this matter for the time period of January 1, 2011 through September 14, 2016. The Company continues to cooperate with the government in this investigation and is exploring ways to resolve this matter with the government. The Company is not able to predict what action, if any, might be taken in the future as a result of the investigation, or the potential impact on its financial position.

Thoratec Corporation, or Thoratec, a subsidiary of Abbott Laboratories, has challenged a number of Company owned patents in Europe in connection with the launch of their HeartMate PHP medical device, or PHP, in Europe. These actions relate to Thoratec’s ab ility to manufacture and sell their PHP product in Europe. These actions do not relate to the Company’s ability to manufacture or sell its Impella line of devices.

In December 2014, Thoratec filed a nullity suit in the German Federal Patent Court against a German “pigtail” patent owned by the Company with a flexible extension feature, and auxiliary pigtail, basket and funnel features. The validity hearing was held in November 2016 and the Federal Patent Court found the patent invalid. The Company is appealing this decision.

In August 2015, Thoratec filed a nullity action in the German Federal Patent Court against two Company owned patents covering a “magnetic clutch” feature. These magnetic clutch patents were acquired by the Company in July 2014, in connection with its acquisition of ECP and AIS. The validity hearing for the magnetic clutch patents was held in June 2017. The Company’s patents were upheld in an amended form to focus on the structure and interaction of the magnets in the clutch. The Federal Patent Court found certain unamended claims to be invalid. The Company is appealing the decision with respect to the unamended claims.

In September 2015, the Company filed counterclaims in the magnetic clutch action in Germany asserting that the PHP product infringes the two magnetic clutch patents, a European pigtail patent, and the German pigtail patent. The infringement trial has been stayed, pending resolution of the German nullity actions.

In February 2017, Thoratec filed an opposition in the European Patent Office against a Company owned patent acquired in connection with the acquisition of ECP and AIS relating to a housing structure for an expandable pump. The Company filed an initial response to the opposition in July 2017. In December 2017, Thoratec filed an opposition in the European Patent Office against a Company owned patent acquired in connection with the acquisition of ECP and AIS relating to a pump having a shaft cap with an atraumatic ball. The Company’s due date for responding to the opposition is May 27, 2018.

In December 2015, the Company received a letter from Maquet Cardiovascular LLC, or Maquet, a subsidiary of the Getinge Group, asserting that the Company’s Impella devices infringe certain claims having guidewire, lumen and sensor features, which were in two Maquet patents and one pending patent application in the U.S. and elsewhere, and attached a draft litigation complaint and encouraged the Company to take a license from Maquet. In January 2016, the Company responded to Maquet stating that it believed that the cited claims were invalid and that its Impella devices did not infringe the cited patents. In May 2016, Maquet notified the Company that its pending U.S. patent application had been issued as a U.S. patent, repeated their earlier assertion and encouraged the Company to discuss taking a license from Maquet. The three patents expire September 2020, December 2020 and October 2021. In May 2016, the Company filed suit in U.S. District Court for the District of Massachusetts, or D. Mass., against Maquet seeking a declaratory judgment that the Company’s Impella devices do not infringe Maquet’s cited patent rights.

In August 2016, Maquet sent a letter to the Company identifying four new U.S. continuation patent filings with claims that Maquet alleges are infringed by the Company’s Impella devices. Of the four U.S. continuation applications, one issued as a patent on January 17, 2017, one issued as a patent on February 7, 2017, one issued as a patent on March 21, 2017, and one issued as a patent on October 17, 2017. These four issued patents will expire in September 2020.

In September 2016, Maquet filed a response to the Company’s suit in D. Mass., including various counterclaims alleging that the Company’s Impella 2.5, Impella CP, Impella 5.0, and Impella RP heart pumps infringe certain claims of the three original issued U.S. patents. On June 15, 2017, Maquet filed a motion for leave to amend its infringement counterclaims to add the first three additional U.S. continuation patents mentioned above and to file various false advertising, unfair competition claims under state law and under the Lanham Act, and a trademark cancellation in the pending case. Maquet’s amended complaint and counterclaim, like those it originally filed, seek injunctive relief and monetary damages in the form of a reasonable royalty, with three times the amount for alleged willful infringement. The amended complaint admits that Maquet’s currently commercially available products do not embody the claims of the asserted patents. On July 21, 2017, the Court granted the motion in part, allowing the three additional continuation patents to be added to the case, and denied the motion to add the false advertising claims, Lanham Act claims, and the trademark cancellation claims. On October 26, 2017, Maquet filed an amended answer, adding a new counterclaim alleging infringement of an additional seventh patent. Maquet did not seek leave to amend the pleadings and did not first consult with the Company concerning this addition. On November 11, 2017, after Maquet refused to withdraw the patent, the Company filed a motion to strike the seventh patent of Maquet’s counterclaims on the grounds that Maquet did not seek leave to add the patent and had amended its pleadings after the deadline set by the Court. On November 15, 2017, Maquet informed the Court that it would agree to voluntarily withdraw the seventh patent. In response on November 22, 2017, Maquet filed a second lawsuit in D. Mass alleging that the Company’s Impella 2.5, Impella CP, and Impella 5.0 heart pumps infringe certain claims of the seventh patent. In the complaint Maquet seeks injunctive relief and monetary damages in the form of a reasonable royalty, with three times the amount for alleged willful infringement. Discovery is ongoing and the Markman Hearing on claim interpretation has been rescheduled for March 13, 2018.

With regard to the first six Maquet patents mentioned above, in March and April 2017 the Company filed requests for inter partes review, or IPR, at the U.S. Patent & Trademark Office’s Patent Trial and Appeals Board, or PTAB, asserting that the claims are invalid in view of prior art blood pump technology. In September and October 2017, the PTAB denied institution on these IPR requests filed by the Company. In September 2017, the Company filed additional IPRs and the institution decisions are expected in March 2018.

The Company cannot estimate what the potential outcome of these claims will be at this time. Discovery is ongoing and the hearing on claim interpretation is scheduled for March 2018.

The Company is unable to estimate the potential liability with respect to the legal matters noted above. There are numerous factors that make it difficult to meaningfully estimate possible loss or range of loss at this stage of the legal proceedings, including that the FCA Investigation and patent disputes with Thoratec and Maquet remain either in relatively early stages, or there are significant factual and legal issues to be resolved and information obtained or rulings made during any lawsuits or investigations that could affect the methodology for calculation.

Note 11. Segment and Enterprise Wide Disclosures

The Company operates in one business segment—the research, development and sale of medical devices to assist or replace the pumping function of the failing heart. The Company’s chief operating decision maker (determined to be the Chief Executive Officer) does not manage any part of the Company separately, and the allocation of resources and assessment of performance are based on the Company’s consolidated operating results. International sales (sales outside the U.S. and primarily in Europe) accounted for 11% of total product revenue in each of the three and nine months ended December 31, 2017, respectively, and 9% of total product revenue in each of the three and nine months ended December 31, 2016, respectively. Most of the Company’s long-lived assets are located in the U.S. except for $ 31.7 million and $23.2 million at December 31, 2017 and March 31, 2017, respectively, which are located primarily in Germany.

ITEM 2:

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Forward Looking Statements

This Report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended and Section 21E of the Securities Exchange Act of 1934, as amended. Any statements other than one conveying solely historical facts is a forward-looking statement. These forward-looking statements may be accompanied by words such as “anticipate,” “believe,” “estimate,” “expect,” “forecast,” “intend,” “may,” “plan,” “potential,” “project,” “target,” “will” and other words and terms of similar meaning. These forward-looking statements address various matters including, among others, future actions related to ongoing investigations and litigation and expenditures related thereto; the development and commercialization of new and existing products and anticipated costs, including research and development, sales and marketing and training costs associated with product development and commercialization; the anticipated launch dates of technological improvements in existing products and studies in pipeline products; expected capital expenditures for the fiscal year ending March 31, 2018; commercial plans for our products into new markets such as Japan; expected enrollment in our prospective feasibility study; demand and expected shipments of our products; anticipated shifts in the revenue mix associated with our products; our ability to increase revenue from our Impella® line of products and the sufficiency of revenue to fund future operations; the impact of market factors such as changes in interest rates, currency exchange rates on our securities and the fair value of our financial instruments; awards of performance and market-based restricted stock units; and the impact of ASU 2016-09 on our consolidated financial statements and disclosures. Each forward-looking statement in this Report is subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such statement, including, among others: our inability to predict the outcome of investigations and litigation and associated expenses; possible delays in our research and development programs; our ability to obtain regulatory approvals and market our products, and uncertainties related to regulatory processes; greater government scrutiny and regulation of the medical device industry and our ability to respond to changing laws and regulations affecting our industry, including any reforms to the regulatory approval process administered by the U.S Food and Drug Administration, or FDA, and changing enforcement practices related thereto; the inability to manufacture products in commercial quantities at an acceptable cost; the acceptance by physicians and hospitals of our products; the impact of competitive products and pricing; uncertainties associated with future capital needs and the risks identified under Item 1A of Part I of our Annual Report on Form 10-K, for the year ended March 31, 2017, as well as the other information we file with the Securities and Exchange Commission. Readers are cautioned not to place considerable reliance on any forward-looking statements contained in this Report, which speak only as of the date of this Report. We undertake no obligation to update or revise these forward-looking statements whether as a result of new information, future events or otherwise, unless required by law. Our business is subject to substantial risks and uncertainties, including those referenced above. Investors, potential investors, and others should give careful consideration to these risks and uncertainties.

Overview

We are a leading provider of temporary mechanical circulatory support devices, and we offer a continuum of care to heart failure patients. We develop, manufacture and market proprietary products that are designed to enable the heart to rest, heal and recover by improving blood flow to the coronary arteries and end-organs and/or temporarily assisting the pumping function of the heart. Our products are used in the cardiac catheterization lab, or cath lab, by interventional cardiologists, the electrophysiology lab, the hybrid lab and in the heart surgery suite by heart surgeons. A physician may use our devices for patients who are in need of hemodynamic support prophylactically, urgently or emergently before, during or after angioplasty or heart surgery procedures. We believe that heart recovery is the optimal clinical outcome for a patient experiencing heart failure because it enhances the potential for the patient to go home with the patient’s own native heart, facilitating the restoration of quality of life. In addition, we believe, that for the care of such patients, heart recovery is often the most cost-effective solution for the healthcare system.

Our strategic focus and the driver of the majority of our revenue growth is the market penetration of our family of Impella® heart pumps. The Impella device portfolio, which includes the Impella 2.5® Impella CP®, Impella RP®, Impella LD® and Impella 5.0® devices, has supported numerous patients worldwide. We expect that all of our product and service revenue in the near future will be from our Impella devices. Revenues from our non-Impella devices, largely focused on the AB5000 device used in the heart surgery suite, have been decreasing over the past several years and we are no longer selling the AB5000 as we have strategically shifted our sales and marketing efforts towards our Impella devices and the cath lab.

In March 2015, we received a Pre-Market Approval, or PMA, from the FDA for use of the Impella 2.5 device during elective and urgent high-risk percutaneous coronary intervention, or PCI, procedures. In December 2016, the FDA expanded this PMA approval in the U.S. to include the Impella CP device. With these PMA indications, the Impella 2.5 and Impella CP devices provide the only minimally invasive treatment options indicated for use during high-risk PCI procedures in the U.S. In April 2016, the FDA approved a PMA supplement for our Impella 2.5, Impella CP, Impella 5.0 and Impella LD devices to provide treatment for ongoing cardiogenic shock that occurs following a heart attack or open heart surgery. The intent of our Impella system therapy is to reduce

ventricular work and to provide the circulatory support necessary to allow heart recovery and early assessment of residual myocardial func tion.

In September 2017, we received a PMA from the FDA for the Impella RP® heart pump. This latest approval follows the prior FDA Humanitarian Device Exemption (HDE) received in January 2015 and adds the Impella RP heart pump to our platform of PMA approved devices. The Impella RP heart pump is indicated for providing temporary right ventricular support for up to 14 days in patients with a body surface area ≥1.5 m², who develop acute right heart failure or decompensation following left ventricular assist device implantation, myocardial infarction, heart transplant, or open-heart surgery. With this approval, the Impella RP heart pump is the only percutaneous temporary ventricular support device that is FDA-approved as safe and effective for right heart failure as stated in the indication.

Our Impella 2.5, Impella 5.0, Impella LD, Impella CP and Impella RP devices also have CE Mark approval and Health Canada approval, which allows us to market these devices in the European Union and Canada.

In September 2016, we received Pharmaceuticals and Medical Devices Agency, or PMDA, approval from the Japanese Ministry of Health, Labour & Welfare, or MHLW, for our Impella 2.5 and Impella 5.0 heart pumps to provide treatment of drug-resistant acute heart failure in Japan. In July 2017, we received approval from the MHLW for reimbursement for the Impella 2.5 and 5.0 heart pumps. Reimbursement in Japan for the Impella 2.5 and 5.0 is equivalent to our average Impella sales price in the U.S. and we commenced commercialization in Japan during the three months ended September 30, 2017. The first Japanese patient was treated with the Impella device in October 2017 and we are conducting a controlled Impella device launch at a limited number of hospitals. We do not expect to have any material revenue in Japan during fiscal 2018.

In May 2017, we announced the enrollment of the first patient in the FDA approved prospective multi-center feasibility study, STEMI Door to Unloading with Impella CP system in acute myocardial infarction. The trial focuses on the feasibility and safety of unloading the left ventricle using the Impella CP heart pump prior to primary PCI in patients presenting with ST segment elevation myocardial infarction, or STEMI, without cardiogenic shock with the hypothesis that this will potentially reduce infarct size. The study, which received FDA approval in October 2016, will enroll up to 50 patients at 10 sites. We expect to complete enrollment in fiscal 2019.

We expect to continue to make additional PMA supplement submissions for our Impella portfolio of devices for additional indications.

Our Existing Products

Impella 2.5 ®

The Impella 2.5 device is a percutaneous micro heart pump with an integrated motor and sensors. The device is designed primarily for use by interventional cardiologists to support patients in the cath lab who may require assistance to maintain circulation. The Impella 2.5 heart pump can be quickly inserted via the femoral artery to reach the left ventricle of the heart where it is directly deployed to draw blood out of the ventricle and deliver it to the circulatory system. This function is intended to reduce ventricular work and provide blood flow to vital organs. The Impella 2.5 heart pump is introduced with normal interventional cardiology procedures and can pump up to 2.5 liters of blood per minute.

The Impella 2.5 device received 510(k) clearance from the FDA in June 2008 for partial circulatory support for up to six hours. In March 2015, we received a PMA from the FDA for the use of the Impella 2.5 device during elective and urgent high-risk PCI procedures. With this PMA indication, the Impella 2.5 device became the first FDA approved hemodynamic support device for use during high-risk PCI procedures. Under this first PMA, the Impella 2.5 is a temporary (up to six hours) ventricular support device indicated for use during high-risk PCI performed in elective or urgent hemodynamically stable patients with severe coronary artery disease and depressed left ventricular ejection fraction, when a heart team, including a cardiac surgeon, that has determined high-risk PCI is the appropriate therapeutic option. Use of the Impella 2.5 device in these patients may prevent hemodynamic instability that may occur during planned temporary coronary occlusions and may reduce periprocedural and post-procedural adverse events. The product labeling allows for the clinical decision by physicians to leave the Impella 2.5 device in place beyond the intended duration of up to six hours should unforeseen circumstances arise.

In April 2016, the FDA approved a supplement to our March 2015 PMA approval for the use of our Impella 2.5, Impella CP, Impella 5.0 and Impella LD devices to provide treatment for ongoing cardiogenic shock. This PMA supplement covers a set of indications related to the use of the Impella devices in patients suffering cardiogenic shock following acute myocardial infarction or cardiac surgery and allows for a longer duration of support.

Pursuant to the April 2016 PMA approval, the Impella 2.5, Impella CP, Im pella 5.0 and Impella LD catheters, in conjunction with the Automated Impella Controller, or AIC, were approved as temporary ventricular support devices intended for short term use (≤ 4 days for the Impella 2.5 and Impella CP, and ≤ 6 days for the Impella 5.0 and LD) and indicated for the treatment of ongoing cardiogenic shock that occurs immediately (< 48 hours) following acute myocardial infarction or open heart surgery as a result of isolated left ventricular failure that is not responsive to optimal med ical management and conventional treatment measures. The intent of the Impella system therapy is to reduce ventricular work and to provide the circulatory support necessary to allow heart recovery and early assessment of residual myocardial function. Opti mal medical management and convention treatment measures include volume loading and use of pressors and inotropes, with or without an intraortic balloon pump, or IABP.

The Impella 2.5 device has CE Mark approval in Europe for up to five days of use and is approved for use in up to 40 countries. The Impella 2.5 device also has Health Canada approval which allows us to market the device in Canada.

In September 2016, we received PMDA approval from the Japanese MHLW for our Impella 2.5 and Impella 5.0 heart pumps to provide treatment of drug-resistant acute heart failure in Japan. In July 2017, we received approval from the MHLW for reimbursement for the Impella 2.5 and 5.0 heart pumps. Reimbursement in Japan for the Impella 2.5 and 5.0 is equivalent to our average Impella sales price in the U.S. and we commenced commercialization in Japan during the three months ended September 30, 2017. The first Japanese patient was treated with the Impella device in October 2017 and we are conducting a controlled Impella device launch at a limited number of hospitals. We do not expect to have any significant revenue in Japan during fiscal 2018.

Impella CP ®

In September 2012, we announced that the Impella CP device received 510(k) clearance from the FDA. The Impella CP device provides blood flow of approximately one liter more per minute than the Impella 2.5 device and is primarily used by either interventional cardiologists to support patients in the cath lab or by cardiac surgeons in the heart surgery suite.

In April 2016, the FDA approved the PMA supplement for certain of our devices, including our Impella CP device to provide treatment for ongoing cardiogenic shock.

In December 2016, we received PMA approval from the FDA for the use of the Impella CP device during elective and urgent high-risk PCI procedures, identical to the indication for use for the Impella 2.5 device. This approval allows the Impella CP to be used as a temporary (≤ 6 hours) ventricular support system indicated for use during high risk PCI procedures performed in elective or urgent hemodynamically stable patients with severe coronary artery disease and depressed left ventricular ejection fraction, when a heart team, including a cardiac surgeon, has determined that high risk PCI is the appropriate therapeutic option. The product labeling allows for the clinical decision by physicians to leave the Impella CP device in place beyond the intended duration of up to six hours should unforeseen circumstances arise.

The primary endpoints of the feasibility study will focus on safety, including Adverse Cardiovascular and Cerebrovascular Events, or MACCE, at 30 days. All patients will undergo cardiac magnetic resonance imaging to assess infarct size as a percent of left ventricular mass at 30 days post-PCI. Patients will be randomized to Impella CP placement with immediate primary PCI, or to Impella CP placement with 30 minutes of unloading prior to primary PCI. The hypothesis of this novel approach to treating STEMI patients, based on extensive mechanistic research, is that unloading the left ventricle prior to PCI reduces myocardial work load, oxygen demand and also initiates a cardio-protective effect at the myocardial cell level, which may alleviate myocardial damage caused by reperfusion injury at the time of revascularization. This feasibility study will help refine the protocol and lay the groundwork for a future pivotal study with more sites and patients and will be designed for statistical significance.

We are currently developing optical sensor technology which is intended to provide enhanced monitoring capability, reduce setup time and improve ease of use for physicians. The optical sensor technology is approved under CE Mark in Europe and we anticipate beginning to incorporate the technology into our Impella CP devices in fiscal 2019.

The Impella CP device has CE Mark approval in Europe for up to five days of use and is approved for use in up to 40 countries.

Impella 5.0 ® and Impella LD ®

The Impella 5.0 and Impella LD devices are percutaneous micro heart pumps with integrated motors and sensors for use primarily in the heart surgery suite. These devices are designed to support patients who require higher levels of circulatory support as compared to the Impella 2.5.

The Impella 5.0 device can be inserted into the left ventricle via femoral cut down or through the axillary artery. The Impella 5.0 device is passed into the ascending aorta, across the valve and into the left ventricle. The Impella LD device is similar to the Impella 5.0 device, but it is implanted directly into the ascending aorta through an aortic graft. Both of these procedures are normally performed with the assistance of heart surgeons in the surgery suite. The Impella 5.0 and Impella LD devices can pump up to five liters of blood per minute, potentially providing full circulatory support.

The Impella 5.0 and Impella LD devices originally received 510(k) clearance in April 2009, for circulatory support for up to six hours. In April 2016, the FDA approved the PMA supplement for certain of our devices, including the Impella 5.0 and Impella LD devices to provide treatment for ongoing cardiogenic shock following a heart attack or open heart surgery.

The Impella 5.0 and Impella LD devices have CE Mark approval in Europe for up to ten days’ duration and are approved for use in over 40 countries.

In July 2017, we received approval from the MHLW for reimbursement for the Impella 2.5 and 5.0 heart pumps. Reimbursement in Japan for the Impella 2.5 and 5.0 is equivalent to our average Impella sales price in the U.S. and we commenced commercialization in Japan during the three months ended September 30, 2017. The first Japanese patient was treated with the Impella device in October 2017 and we are conducting a controlled Impella launch at a limited number of hospitals. We do not expect to have any material revenue in Japan during fiscal 2018.

Impella RP ®

The Impella RP is a percutaneous catheter-based axial flow pump that is designed to allow greater than four liters of blood flow per minute and is intended to provide the flow and pressure needed to compensate for right side heart failure. The Impella RP is the first percutaneous single access heart pump designed for right heart support to receive FDA approval. The Impella RP device is approved to provide support of the right heart during times of acute failure for certain patients who have received a left ventricle assist device or have suffered heart failure due to acute myocardial infarction, or AMI, a failed heart transplant, or following open heart surgery.

In November 2012, the Impella RP device received U.S. investigational device exemption, or IDE, approval from the FDA for use in RECOVER RIGHT, a pivotal clinical study in the U.S. This was a study of 30 patients who presented signs of right side heart failure, required hemodynamic support, and were capable of being treated in the catheterization lab or cardiac surgery suite. The study was completed in March 2014 and collected safety and effectiveness data on the percutaneous use of the Impella RP device and was submitted to the FDA in support of an HDE submission. An HDE is similar to a PMA application but is intended for patient populations of 8,000 or less per year in the U.S. and is subject to certain profit and use restrictions. In January 2015, we received HDE approval for the Impella RP device from the FDA.

In September 2017, we received a PMA from the FDA for the Impella RP heart pump. This latest approval follows the prior FDA HDE received in January 2015 and adds the Impella RP heart pump to our platform of PMA approved devices. The Impella RP heart pump is indicated for providing temporary right ventricular support for up to 14 days in patients with a body surface area ≥1.5 m², who develop acute right heart failure or decompensation following left ventricular assist device implantation, myocardial infarction, heart transplant, or open-heart surgery. With this approval, the Impella RP heart pump is the only percutaneous temporary ventricular support device that is FDA-approved as safe and effective for right heart failure as stated in the indication.

In April 2014, the Impella RP device received CE Mark approval which allows for commercial sales of the Impella RP device in the European Union and other countries that require a CE Mark approval for commercial sales.

Our Product Pipeline

Impella 5.5™

The Impella 5.5 ^TM device is designed to be a percutaneous micro heart pump with integrated motors and sensors. The Impella 5.5 ^TM device is designed to be smaller, provide months of hemodynamic support and is expected to allow for greater than five liters of blood flow per minute. We anticipate conducting a first-in-man trial outside of the U.S. in calendar year 2018. The Impella 5.5 ^TM pump is still in development and has not been approved for commercial use or sale.

Impella ECP™

The Impella ECP ^TM pump is designed for blood flow of greater than three liters per minute. It is intended to be delivered on a standard sized catheter and will include an expandable inflow in the left ventricle. We anticipate conducting a first-in-man trial outside of the U.S. in calendar year 2018. The Impella ECP ^TM pump is still in development and has not been approved for commercial use or sale.

In July 2014, we acquired all of the issued shares of ECP Entwicklungsgesellschaft mbH, or ECP, a German limited liability company based in Berlin, Germany, for $13.0 million in cash, with additional potential payments up to a maximum of $15.0 million based on the achievement of certain technical, regulatory and commercial milestones. In connection with our acquisition of ECP, ECP acquired all of the issued shares of AIS GmbH Aachen Innovative Solutions, or AIS, a German limited liability company, for $2.8 million in cash which was provided by us. AIS, based in Aachen, Germany, holds certain intellectual property useful to ECP’s business, and, prior to being acquired by ECP, had licensed such intellectual property to ECP.

Impella BTR™

The Impella BTR ^TM device is designed to be a percutaneous micro heart pump with integrated motors and sensors. The Impella BTR ^TM device is designed to be smaller, provide up to one year of hemodynamic support and is expected to allow for greater than five liters of blood flow per minute. The Impella BTR ^TM device also includes a wearable driver designed for hospital discharge. The Impella BTR ^TM pump is still in development and has not been approved for commercial use or sale.

Critical Accounting Policies and Estimates

There have been no significant changes in our critical accounting policies during the three and nine months ended December 31, 2017, as compared to the critical accounting policies disclosed in Management’s Discussion and Analysis of Financial Condition and Results of Operations included in our Annual Report on Form 10-K for the fiscal year ended March 31, 2017.

Recent Accounting Pronouncements

Information regarding recent accounting pronouncements is included in “Note 2. Basis of Preparation and Summary of Significant Accounting Policies” to our condensed consolidated financial statements and is incorporated herein by reference.

Results of Operations

The following table sets forth certain condensed consolidated statements of operations data for the periods indicated as a percentage of total revenue:

	For the Three Months Ended December 31,						For the Nine Months Ended December 31,
	2017			2016			2017			2016

Revenue:
Product revenue		100.0	%		100.0	%		100.0	%		100.0	%

Costs and expenses as a percentage of total revenue:
Cost of product revenue		16.2			16.6			16.3			16.0
Research and development		11.5			14.3			12.9			15.6
Selling, general and administrative		43.2			46.9			44.7			49.3
Total costs and expenses		70.9			77.8			73.9			80.9
Income from operations		29.1			22.2			26.1			19.1
Income tax provision and other		20.4			8.7			8.1			7.5
Net income as a percentage of total revenue		8.7	%		13.5	%		18.0	%		11.6	%

Three and nine months ended December 31, 2017 compared with the three and nine months ended December 31, 2016

Revenue

Our revenues are comprised of the following:

	For the Three Months Ended December 31,				For the Nine Months Ended December 31,
		2017		2016		2017		2016
	(in $000's)				(in $000's)
Impella product revenue	$	147,989	$	109,235	$	402,583	$	304,759
Service and other revenue		6,000		4,791		16,619		13,945
Other products		-		598		-		1,837
Total product revenue		153,989		114,624		419,202		320,541
Funded research and development		33		50		111		83
Total revenue	$	154,022	$	114,674	$	419,313	$	320,624

Impella product revenue encompasses Impella 2.5, Impella CP, Impella 5.0, Impella LD and Impella RP device sales. Service and other revenue represents revenue earned on service maintenance contracts and preventive maintenance calls. Other product revenue primarily includes sales of the AB5000 that we no longer actively market.

Total revenue for the three months ended December 31, 2017 increased $39.3 million, or 34%, to $154.0 million from $114.7 million for three months ended December 31, 2016. Total revenue for the nine months ended December 31, 2017 increased $98.7 million, or 31%, to $419.3 million from $320.6 million for nine months ended December 31, 2016. The increase in total revenue was primarily due to higher Impella product revenue from increased utilization in the U.S and Europe.

Impella product revenue for the three months ended December 31, 2017 increased by $38.8 million, or 36%, to $148.0 million from $109.2 million for three months ended December 31, 2016. Impella product revenue for the nine months ended December 31, 2017 increased by $97.8 million, or 32%, to $402.6 million from $304.8 million for the nine months ended December 31, 2016. Most of the increase in Impella product revenue was from increased device sales in the U.S., as we focus on increasing utilization of our disposable catheter products through continued investment in our field organization and physician training programs. Impella product revenue outside of the U.S. also increased primarily due to increased utilization in Germany. We expect product revenue from our Impella devices to continue to increase due to our recent PMAs in the U.S. for our Impella devices, including the PMA approval on the Impella RP device received in September 2017, continued utilization for high risk PCI procedures and ongoing cardiogenic shock, our continued controlled launch of Impella devices outside of the U.S. with a focus on Germany and Japan.

Service and other revenue for the three months ended December 31, 2017 increased by $1.2 million, or 25%, to $6.0 million from $4.8 million for three months ended December 31, 2016. Service and other revenue for the nine months ended December 31,

2017 increased by $2.7 million, or 19%, to $16.6 million from $13.9 million for the nine months ended December 31, 2016. The increase in service revenue was primarily due to an increase in preventative maintenance service contracts. We have expanded the number of Impella AI C consoles at many of our existing higher volume customer sites and continue to sell additional consoles to new customer sites. We expect revenue growth for service revenue to be slower than our product revenue growth in the near future as most of these us ing sites in the U.S. have service contracts that normally have three year terms.

The decrease in other revenue was due to a decline in AB5000 disposable sales. We are no longer actively marketing the AB5000 revenue device and we do not expect to have any other product revenue in the near future. We have transitioned our sales focus in the surgical suite from the AB5000 to Impella 5.0, Impella LD and Impella RP devices .

Costs and Expenses

Cost of Product Revenue

Cost of product revenue for the three months ended December 31, 2017 increased by $6.0 million, or 32%, to $25.0 million from $19.0 million for the three months ended December 31, 2016. Gross margin was 84% for the three months ended December 31, 2017 and 83% for the three months ended December 31, 2016.

Cost of product revenue for the nine months ended December 31, 2017 increased by $17.1 million, or 33%, to $68.5 million from $51.4 million for the nine months ended December 31, 2016. Gross margin was 84% for each of the nine months ended December 31, 2017 and 2016, respectively.

The increase in cost of product revenue was related to higher demand for our Impella devices and higher production volume and costs to support growing demand for our Impella devices. The increase in gross margin for the three months ended December 31, 2017 was due to the shipment of more Impella pumps and higher manufacturing production during the quarter as compared to the prior year.

Research and Development Expenses

Research and development expenses for three months ended December 31, 2017 increased by $1.4 million, or 9%, to $17.7 million from $16.3 million for three months ended December 31, 2016. Research and development expenses for the nine months ended December 31, 2017 increased $3.9 million, or 8%, to $54.0 million from $50.1 million for the nine months ended December 31, 2016. The increase in research and development expenses was primarily due to product development initiatives on our existing products and new technologies in development such as Impella ECP ^TM , Impella 5.5 ^TM and Impella BTR ^TM as we expanded our engineering organization, increased clinical spending primarily related to our STEMI trial and continued our focus on quality initiatives for our existing Impella devices.

We expect research and development expenses to increase for the remainder of fiscal 2018 as we continue to increase clinical spending related to our cVAD Registry™, STEMI trial and incur additional costs as we continue to focus on engineering initiatives to improve our existing products and develop new technologies.

Selling, General and Administrative Expenses

Selling, general and administrative expenses for three months ended December 31, 2017 increased by $12.7 million, or 24%, to $66.6 million from $53.9 million for three months ended December 31, 2016. Selling, general and administrative expenses for the nine months ended December 31, 2017 increased by $29.1 million, or 18%, to $187.2 million from $158.1 million for the nine months ended December 31, 2016. The increase in selling, general and administrative expenses was primarily due to the hiring of additional field sales and clinical personnel in the U.S. and Germany, increased spending on sales and marketing initiatives as we continue to educate physicians on the benefits of hemodynamic support after receiving PMAs in the U.S. for Impella 2.5, Impella CP, Impella 5.0, Impella LD and Impella RP devices, higher stock-based compensation expense, higher legal expenses related to the FCA Investigation, ongoing patent litigation and other legal matters discussed in “Note 10. Commitments and Contingencies—Litigation,” to our condensed consolidated financial statements and higher professional fees to support the growth of our business.

We expect to continue to increase our expenditures on sales and marketing activities, with particular investments in field sales and clinical personnel with cath lab expertise to drive recovery awareness for acute heart failure patients. We also plan to increase our marketing, service and training investments as a result of recent PMA approvals in the U.S. for our Impella devices and as we continue our expansion in Japan and other new markets outside of the U.S. We also expect to continue to incur significant legal expenses for the foreseeable future related to the FCA Investigation and patent related matters.

Income Tax Provision

Our income tax provision was $32.2 million and $36.6 million for the three and nine months ended December 31, 2017, respectively, and $10.4 million and $24.8 million for the three and nine months ended December 31, 2016, respectively. Our effective tax rate was 70.6% and 32.7% for the three and nine months ended December 31, 2017, respectively, and 40.2% and 40.0% for the three and nine months ended December 31, 2016, respectively. The increase in the effective tax rate for the three and nine months ended December 31, 2017 was primarily due to the $22.0 million provisional income tax expense estimate from the re-measurement of our net deferred tax assets due to the Tax Reform Act, as discussed in “Note 9. Income Taxes.” As discussed in “Note 2. Basis of Presentation and Summary of Significant Accounting Policies,” we also recognized excess tax benefits associated with stock-based awards of $3.2 million and $24.5 million as an income tax benefit for three and nine months ended December 31, 2017, respectively. These recognized excess tax benefits resulted from restricted stock units that vested or stock options that were exercised during the three and nine months ended December 31, 2017, respectively. These recognized excess tax benefits resulted from restricted stock units that vested or stock options that were exercised during the three and nine months ended December 31, 2017.

Net Income

For the three months ended December 31, 2017, net income was $13.4 million, or $0.30 per basic share and $0.29 per diluted share, compared to $15.4 million, or $0.36 per basic share and $0.34 per diluted share for three months ended December 31, 2016. For the nine months ended December 31, 2017, net income was $75.3 m illion, or $1.71 per basic share and $1.65 per diluted share, compared to $37.2 million, or $0.86 per basic share and $0.83 per diluted share for the nine months ended December 31, 2016. As discussed above, the enactment of the Tax Reform Act resulted in a decrease in net income of $22.0 million, or $0.50 per basic and $0.48 per diluted share for the three and nine months ended December 31 , 2017. As discussed above, the adoption of ASU 2016-09 resulted in an increase in net income of $0.07 per basic and diluted share for the three months ended December 31, 2017 and $0.56 per basic share and $0.54 per diluted share for the nine months ended December 31, 2017.

Our net income for fiscal 2018 was also driven by higher Impella product revenue due to greater utilization of our Impella devices in the U.S. and Germany.

Liquidity and Capital Resources

At December 31, 2017, our total cash, cash equivalents and marketable securities totaled $350.7 million, an increase of $73.6 million compared to $277.1 million at March 31, 2017. The increase in our cash, cash equivalents and marketable securities was due primarily to positive cash flows from operations in the nine months ended December 31, 2017.

Following is a summary of our cash flow activities:

	For the Nine Months Ended December 31,
	2017			2016
Net cash provided by operating activities	$	136,147		$	77,861
Net cash used for investing activities		(112,307	)		(57,109	)
Net cash used for financing activities		(11,688	)		(6,533	)
Effect of exchange rate changes on cash		(690	)		(1,381	)
Net increase in cash and cash equivalents	$	11,462		$	12,838

Cash Provided by Operating Activities

For the nine months ended December 31, 2017, cash provided by operating activities consisted of net income of $75.3 million, adjustments for non-cash items of $76.5 million and cash used in working capital of $15.7 million. The increase in net income was primarily due to higher revenue from increased utilization of our Impella devices. Adjustments for non-cash items consisted primarily of $29.2 million of stock-based compensation expense, a $34.7 million change in deferred tax provision due to the revaluation of our net deferred tax assets related to the Tax Reform Act, $8.1 million of depreciation expense on property and equipment and $3.2 million in inventory and other asset write-downs. The change in cash from working capital included a $10.3 million increase in accounts receivable associated with higher revenue, $12.0 million increase in inventory to support growing demand for our Impella devices, a $6.5 million increase in accounts payable and accrued expenses and a $1.2 increase in deferred revenue.

For the nine months ended December 31, 2016, cash provided by operating activities consisted of net income of $37.2 million, adjustments for non-cash items of $45.9 million and cash used in working capital of $5.2 million. The increase in net income was primarily due to higher revenue from increased utilization of our Impella devices. Adjustments for non-cash items consisted primarily

of $24.5 million of stock-based compensation expense, an $18.8 million change in deferred tax provision, $4.6 mill ion in excess tax benefits on stock-based awards, $4.5 million of depreciation expense on property, plant and equipment and $2.1 million in inventory write-downs. The change in cash from working capital included a $7.6 million increase in accounts receivab le associated with our higher revenue, an $8.6 million increase in inventory to support growing demand for our Impella devices, $14.6 million increase in accounts payable and accrued expenses and a $0.3 million increase in deferred revenue.

Cash Used for Investing Activities

For the nine months ended December 31, 2017, net cash used for investing activities primarily consisted of $61.7 million in purchases (net of maturities) of marketable securities and $44.2 million for the purchase of property and equipment primarily related to the purchase of our corporate headquarters building in Danvers, Massachusetts during the three months ended December 31, 2017 and the continued expansion of manufacturing capacity, office space and research development facilities in Danvers and Aachen, Germany. We also have made $6.4 million of investments in private medical technology companies during fiscal 2018.

For the nine months ended December 31, 2016, net cash used for investing activities primarily consisted of $32.9 million in purchases (net of maturities) of marketable securities and $24.0 million for the purchase of property and equipment mostly related to expansion of manufacturing capacity and office space in Danvers, Massachusetts and Aachen, Germany.

Capital expenditures for fiscal 2018 are estimated to range from $50 million to $60 million. Most of the significant capital expenditures were for software development projects and expanding research facilities, manufacturing capacity and building improvements in our Danvers, Massachusetts, Aachen, Germany, Berlin, Germany and Tokyo, Japan locations.

Cash Provided by Financing Activities

For the nine months ended December 31, 2017, net cash used for financing activities included $19.9 million in payments in lieu of issuance of common stock for payroll withholding taxes upon vesting of certain equity awards and $0.5 million in principal payments on capital lease obligation. The capital lease obligation previously recorded was removed as a result of the acquisition of our headquarters in October 2017. These amounts were offset by $7.6 million in proceeds from the exercise of stock options and $1.1 million in proceeds from the issuance of stock under the employee stock purchase plan.

For the nine months ended December 31, 2016, net cash used for financing activities included $19.9 million in payments in lieu of issuance of common stock for payroll withholding taxes upon vesting of certain equity awards and $0.3 million in principal payments on capital lease obligation. These amounts were offset by $8.3 million in proceeds from the exercise of stock options, $4.6 million in excess tax benefits on stock-based awards and $0.8 million in proceeds from the issuance of stock under the employee stock purchase plan.

Operating Capital and Liquidity Requirements

We believe that our revenue from product sales together with existing resources will be sufficient to fund our operations for at least the next twelve months, exclusive of activities involving any future acquisitions of products or companies that complement or augment our existing line of products.

Our primary liquidity requirements are to fund the expansion of our commercial and operational infrastructure, increase our manufacturing capacity, incur additional capital expenditures as we expand our office space and manufacturing capacity in Danvers and Aachen, increase our inventory levels in order to meet growing customer demand for our Impella devices, fund new product development initiatives, continue our commercial launch in Japan and expand to potential new markets, increase clinical spending, legal expenses related to the FCA Investigation and ongoing patent litigation, payments in lieu of issuance of common stock for payroll withholding taxes upon vesting of certain equity awards and to provide for general working capital needs. To date, we have primarily funded our operations through product sales and the sale of equity securities.

Our liquidity is influenced by our ability to sell our products in a competitive industry and our customers’ ability to pay for our products. Factors that may affect liquidity include our ability to penetrate the market for our products, maintain or reduce the length of the selling cycle for our products, capital expenditures, investments in collaborative arrangements with other partners, and our ability to collect cash from customers after our products are sold. We also expect to continue to incur legal expenses for the foreseeable future related to the FCA Investigation, ongoing patent litigation and other legal matters. We continue to review our short-term and long-term cash needs on a regular basis. At December 31, 2017 we had no long-term debt outstanding.

Marketable securities at December 31, 2017 and March 31, 2017 consisted of $300.2 millio n and $238.1 million held in investment funds that invest in U.S. Treasury, government-backed and corporate debt securities, respectively. We are not a party to any interest rate swaps, currency hedges or derivative contracts of any type and have no exposu re to commercial paper or auction rate securities markets.

Cash and cash equivalents held by our foreign subsidiaries totaled $13.7 million and $8.2 million at December 31, 2017 and March 31, 2017, respectively. Our operating income outside the U.S. is deemed to be permanently reinvested in foreign jurisdictions. The recently enacted Tax Reform Act allows for a 100% deduction for the repatriation of foreign subsidiary earnings with minimal U.S. income tax consequences other than the one-time deemed repatriation toll charge . Since most of our cash and cash equivalents are held by foreign subsidiaries which are disregarded entities for domestic tax purposes, any repatriation of such funds to the U.S. would likely have a nominal tax impact, if any.

ITEM 3:

QUANTITATIVE AND QUALITAT IVE DISCLOSURE ABOUT MARKET RISK

Primary Market Risk Exposures

Our cash, cash equivalents and marketable securities are subject to interest rate risk and will fall in value if market interest rates increase. If market interest rates were to increase immediately and uniformly by 10% from levels at December 31, 2017, we believe the decline in fair market value of our investment portfolio would be immaterial.

Currency Exchange Rates

We have foreign currency exposure to exchange rate fluctuations and particularly with respect to the Euro, British pound sterling and Japanese yen. Therefore, our investment in our subsidiaries is sensitive to fluctuations in currency exchange rates. The effect of a change in currency exchange rates on our net investment in international subsidiaries is reflected in the accumulated other comprehensive (loss) income component of stockholders’ equity. If rates of exchange for the Euro, British pound and Japanese yen were to have depreciated immediately and uniformly by 10% relative to the U.S. dollar from levels at December 31, 2017, the result would have been a reduction of stockholders’ equity of approximately $9.7 million.

Fair Value of Financial Instruments

At December 31, 2017, our financial instruments consist primarily of cash and cash equivalents, marketable securities, accounts receivable, accounts payable and contingent consideration. The carrying amounts of accounts receivable and accounts payable are considered reasonable estimates of their fair value, due to the short maturity of these instruments. The estimated fair values of the financial instruments have been determined by us using available market information and appropriate valuation techniques. Considerable judgment is required, however, to interpret market data to develop the estimates of fair value. The use of different market assumptions and/or estimation methodologies may have a material effect on the estimated fair value amounts.

ITEM 4.

CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our principal executive officer and principal financial officer, has evaluated the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended, or the Exchange Act), as of December 31, 2017. Based on this evaluation, our principal executive officer and principal financial officer concluded that, as of December 31, 2017, these disclosure controls and procedures are effective to provide reasonable assurance that material information required to be disclosed by us, including our consolidated subsidiaries, in reports that we file or submit under the Exchange Act, is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.

Evaluation of Changes in Internal Control over Financial Reporting

During the third quarter of our fiscal year ending March 31, 2018, there were no changes in our internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PA RT II — OTHER INFORMATION

Item 1.

Legal Proceedings

We are from time to time involved in various legal actions, the outcomes of which are not within our complete control and may not be known for prolonged periods of time. In some actions, the claimants seek damages, as well as other relief, which, if granted, would require significant expenditures. We record a liability in our condensed consolidated financial statements for these actions when a loss is known or considered probable and the amount can be reasonably estimated. We review these estimates each accounting period as additional information is known and adjust the loss provision when appropriate. If the loss is not probable or cannot be reasonably estimated, a liability is not recorded in the condensed consolidated financial statements. Material legal proceedings are discussed in “Note 10. Commitments and Contingencies—Contingencies” to our condensed consolidated financial statements and are incorporated herein by reference.

Item 1A.

Risk Factors

Investing in our common stock involves a high degree of risk. In addition to the other information set forth in this Report, you should carefully consider the factors discussed in Part I, “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the year ended March 31, 2017, which could materially affect our business, financial condition or future results. As of the date of this Report there has been no material change in any of the risk factors described in our Annual Report on Form 10-K for the fiscal year ended March 31, 2017, as supplemented by our Quarterly Report on Form 10-Q for the quarter ended June 30, 2017.

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

(a) Not applicable.

(b) Not applicable.

Item 3.

Defaults Upon Senior Securities

None

Item 4.

Mine Safety Disclosures

Not applicable.

Item 5.

Other Information

None

Item 6.

Exhibits

Exhibit No.	Description	Filed with This Form 10-Q	Incorporated by Reference
Exhibit No.	Description	Filed with This Form 10-Q	Form	Filing Date	Exhibit No.

2.1	Agreement on the Sale and Transfer of all shares in ECP Entwicklungsgellschaft mbH		8-K	July 7, 2014 (File No. 001-09585)	2.1

2.2	Agreement on the Sale and Transfer of all shares in AIS GmbH Aachen Innovation Solutions		8-K	July 7, 2014 (File No. 001-09585)	2.2

3.1	Restated Certificate of Incorporation.		S-3	September 29, 1997	3.1

3.2	Restated By-Laws, as amended.		10-K	May 27, 2004 (File No. 001-09585)	3.2

3.3	Certificate of Designations of Series A Junior Participating Preferred Stock.		S-3	September 29, 1997	3.3

3.4	Amendment to the Company’s Restated Certificate of Incorporation to increase the authorized shares of common stock from 25,000,000 to 100,000,000.		8-K	March 21, 2007 (File No. 001-09585)	3.4

10.1	Lease agreement for additional space in Danvers, Massachusetts dated February 2, 2017	X

10.2	Lease agreement amendment for additional space in Danvers, Massachusetts dated December 14, 2017	X

31.1	Principal Executive Officer Certification pursuant to Securities Exchange Act Rules 13a-14(a) and 15d-14(a) as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.	X

31.2	Principal Financial Officer Certification pursuant to Securities Exchange Act Rule 13a-14(a) and 15d-14(a) as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.	X

32.1	Principal Executive Officer and Principal Financial Officer Certifications pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.	X

101	The following financial information from the ABIOMED, Inc. Quarterly Report on Form 10-Q for the quarter ended December 31, 2017, formatted in Extensible Business Reporting Language (XBRL): (i) Condensed Consolidated Balance Sheets as of December 31, 2017 and March 31, 2017; (ii) Condensed Consolidated Statements of Operations for the three and nine months ended December 31, 2017 and 2016; (iii) Condensed Consolidated Statements of Comprehensive Income for the three and nine months ended December 31, 2017 and 2016; (iv) Condensed Consolidated Statements of Cash Flows for the nine months ended December 31, 2017 and 2016; and (v) Notes to Condensed Consolidated Financial Statements.	X

ABIOMED, INC. AND SUBSIDIARIES

PART II. OTHER INFORMATION

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Report to be signed on its behalf by the undersigned thereunto duly authorized.

		ABIOMED, Inc.

Date: February 6, 2018		/s/ IAN W. MCLEOD
		Ian W. McLeod
		Vice President and Corporate Controller
		(Interim Principal Financial and Accounting Officer)

Exhibit 10.1

LEASE

BY AND BETWEEN

BROOKWOOD CHERRY HILL I, LLC, a Delaware limited liability company , and

BROOKWOOD CHERRY HILL II, LLC, a Delaware limited liability company,

( as tenants in common, “Landlord”)

and

ABIOMED, INC.,

a Delaware corporation

(“Tenant”)

TABLE OF CONTENTS

		Page

1.	TERMS	1

2.	THE PREMISES	3

3.	TERM	3

4.	CONDITION OF THE PREMISES	4

5.	MONTHLY RENT	4

6.	TAXES	5

7.	OPER A TING EXPENSES	5

8.	RECONCILIATION; AUDIT RIGHT	6

9.	INSURANCE	7

10.	WAIVER OF SUBROGATION	8

11.	SECURITY DEPOSIT	8

12.	USE	9

13.	MAINTENANCE ; SERVICES	9

14.	SUBLEASE; ASSIGNMENT	10

15.	INDEMNITY; NON-LIABILITY OF LANDLORD	11

16.	UTILITIES	12

17.	HOLDING OVER	13

18.	NO RENT DEDUCTION OR SET OFF	13

19.	CASUALTY	13

20.	SUBORDINATION; ESTOPPEL LETTERS	14

21.	ALTERATIONS; RESTORATION	14

22.	DEFAULT; REMEDIES	15

23.	NOTICE S	17

24.	EMINENT DOMAIN	18

25.	QUIET ENJOYMENT	18

26.	R ULES AND REGULATIONS	18

- i -

		Page

27.	ENV IRONMENTAL	18

28.	FINANCIAL STATEMENTS	20

29.	BROKERS	20

30.	MISCELLANEOUS	20

31.	PARKING	21

32.	SIGNAGE	22

33.	DEL ETE D	22

34.	CERTAIN RIGHTS RESERVED TO LANDLO RD	22

35.	LEASE COMMENCEMENT / ACCEPTANCE OF PREMISES	22

36.	WAIVER OF RIGHT TO JU RY TRIAL	22

37.	RECORDING	23

- ii -

1. TERMS . Each reference in this Lease to any of the following subjects shall be construed to incorporate the data stated for that subject in this Section 1 .

Date of this Lease:	February 2 , 2017

Name of Tenant:	ABIOMED, Inc., a Delaware corporation

Notice Address of Tenant:
(a) Prior to possession:	22 Cherry Hill Drive Danvers , MA 01923 Attn: General Counsel

(b) Following possession:	At the Premises

with a copy to:	Ropes & Gray LLP Prudential Tower 800 Boylston Street Boston, MA 02199-3600 Attention: John M. Creedon , Esq.

Name of Landlord:	Brookwood Cherry Hill I , LLC , a Delaware limited liability company , and Brookwood Cherry Hill II , LLC, a Delaware limited liability company, as tenants in common

Notice Address of Landlord:	Brookwood Cherry Hill I , LLC and Brookwood Cherry Hill II , LLC 138 Conant Street Beverly, Massachusetts 01915 Attn : Kurt Zernich, Director of Asset Management

Landlord's Remittance Address:	Brookwood Cherry Hill I , LLC and Brookwood Cherry Hill II , LLC 138 Conant Street Beverly MA 01915 Attention: Accounts Receivable

Building:	The building located at 24-42 Cherry Hill Drive , Danvers , Massachusetts 01923.

Property:	The Building and the real property on which the Building is located and any other buildings and improvements located thereon.

Premises:	Approximately 12,258 rentable square feet of space at 28 Cherry Hill Drive (the “ 28 Cherry Hill Premises ” ) and 9 , 345 rentable square feet of space at 24 Cherry Hill Drive (the “24 Cherry Hill Premi ses”), for a total 21,603 rentable square feet of space in the Building, as shown by the floor plan attached hereto as Exhibit A .

Permitted Use:	General office and warehouse use , and no other use or purpose.


Term:	The period of time beginning on the Commencement Date and ending at 11 :59 P .M. on the Expiration Date.

Commencement Date:	February 2 , 2017; provided, however , the Term with respect to the 24 Cherry Hill Premises shall not commence until May 1, 2017 (t he “2 4 Cherry Hill Commencement Date ”).

Expiration Date:	That certain date which is the last day of the sixty-sixth (66 ^th ) complete calendar month following the Commencement Date , unles s sooner terminated or extended in accordance with the provisions of this Lease.

Tenant's Percentage:	21.4 7% , being the ratio of rentable square footage of the Premises to the total rentable square footage of the Building as determined by Landlord, provided , however , that until the 24 Cherry Hill Commencement Date shall have occurred , Tenant's Percentage shall be 12.18 %. Landlord represents and warrants that the Building contains approximately 100,619 rentable square feet.

Security Deposit:	$39,727 . 53.

Exhibits:	Exhibit A The Premises

	Exhibit A-1 Parking Striping Plan

	Exhibit B Additional Stipulations

	Exhibit C Rule s and Regulations

	Exhibit D Work Letter

	Exhibit E Comme ncemen t Letter

	Exhibit F Initial HVAC Work

	Exhibit G Transformer Work

	Exhibit G1 Transformer Removal Work

	Exhibit G2 Transfer Relocation Work

	All of the Exhibits listed above are incorporated into and made part of this Lease.

Rent:	Base Rent and all Additional Rent.

Additional Rent:	All amounts required to be paid by Tenant to Landlord pursuant to this Lease other than Base Rent, including, without limitation, Operating Expenses and Taxes.

Base Rent:

Tenant shall pay Base Rent for the 28 Cherry Hill Premises in accordance with the following schedule:

Months of Term	Base Rent (per annum)	Base Rent (per month)	Base Rent (per rentable square foot , per annum)
*2/2/2017 - 1/31/2018	$128,709.00	$10,725.75	$10.50
2 /1/ 2018 - 1/31/2019	$134 , 838 . 00	$11 , 236.50	$11.00
2/1 / 2019 - 1/31/2020	$140,967.00	$11 , 747 . 25	$11.50
2 / l / 2020- 1 / 31/2021	$147 , 096.00	$12,258.00	$12 . 00
2 / 1 / 2021 - 1/31/2022	$153,225.00	$12,768.75	$12.50
2 / 1 / 2022 - 7 / 31/2022	$159,354 . 00	$13 ,2 79.50	$13.00

Notwithstanding the foregoing , Base Rent with respect to the 28 Cherry Hill Premises only shall be abated for the period beginning February 2, 2017 and ending on April 30 , 2017 (the “ 28 Cherry Hill Base Rent Abatement Period”). Tenant shall be credited $383.06 against Base Rent for the month of May 2017 to account for the Commencement Date occuring February 2 , 2017. In no event shall the 28 Cherry Hill Base Rent Abatement Period be deemed to reduce or eliminate Tenant's obligation to pay Additional Rent or any other amounts due hereunder other than Base Rent for the 28 Cherry Hill Premises.

Tenant shall pay Base Rent for the 24 Cherry Hill Premises in accordance with the following schedule:

Months of Term	Base Rent (per annum)	Base Rent (per month)	Base Rent (per rentable square foot, per annum)
5/1 / 2017 - 1/31/2018	$98,122 . 50	$8,176 . 88	$10 . 50
2 /1/2 018 -1/31/2019	$102,795.00	$8,566.25	$11.00
2 /l/ 2019 - 1/ 31/2020	$107,467 . 50	$8 , 955.63	$11.50
2/1 / 2020 - 1/31/2021	$112 , 140 . 00	$9 , 345 . 00	$12.00
2 /1/ 2021 - 1 / 31 / 2022	$116,812 . 50	$9,734 . 38	$12.50
2 /1/ 2022 - 7 / 31/2022	$121,485 . 00	$10,123 . 75	$13.00

Notwithstanding the foregoing , Base Rent with respect to the 24 Cherry Hill Premises only shall be abated for the month of May 2017 (the “ 24 Cherry Hill Base Rent Abatement Period”). In no event shall the 24 Cherry Hill Base Rent Abatement Period be deemed to reduce or eliminate Tenant's obligation to pay Additional Rent or any other amounts due hereunder other than Base Rent for the 24 Cherry Hill Premises.

2. THE PREMISES . Landlord leases to Tenant, and Tenant leases from Landlord , upon and subject to the terms and conditions of this Lease , the Premises. The Premises are leased with the right of Tenant to use for its customers , employees and visitors, in common with other parties entitled thereto, all common areas within the Building and Property and such other facilities within the Building and Property as Landlord may from time to time designate and provide.

3. TERM. The Premises are leased for the Term. If for any reason Landlord is unable to deliver possession of, or access to, the 28 Cherry Hill Premises to Tenant on or prior to the Commencement Date, or the 24 Cherry Hill Premises to Tenant on or prior to the 24 Cherry Hill Commencement Date , then Landlord shall not be liable to Tenant for any resultant loss or damage and this Lease shall not be affected in any way except as herein provided. Tenant shall have the option to extend the Term subject to the terms and conditions of Exhibit B attached hereto .

3.1 EARLY ACCESS. So long as Landlord shall have first received payment of the first installment of Base Rent payable hereunder , evidence of the insurance coverage required pursuant to Section 9, and the Security Deposit required pursuant to Section 11, then Landlord shall provide Tenant early access (i) to the 28 Cherr y Hill Premises as of the date of this Lease , and (ii) to the 24 Cherry Hill Premises on April 1, 2017 . Such early access shall be to perform Tenant's Work as set forth in Exhibit D attached hereto . In connection with such access , Tenant agrees (a) to cease promptly upon notice from Landlord any Tenant's Work which is not set forth on Exhibit D , is not directly related to the Work described therein or is not otherwise in compliance with the provisions of this Lease, and (b) to comply promptly with all reasonable procedures and regulations prescribed by Landlord from time to time for coordinating the Tenant's Work with any other activity or work in the Building. Such access by Tenant shall be deemed to be subject to all of the applicable provisions of the Lease, except that there shall be no obligation on the part of Tenant solely because of such access to pay Base Rent , Taxes or Operating Expenses prior to the Commencement Date with respect to the 28 Cherry Hill Premises or prior to the 24 Cherry Hill Commencement Date with respect to the 24 Cherry Hill Premises . If Tenant fails to comply with the terms and conditions of this Lease applicable to such early access during the period of early access after one (1) business day prior notice from Landlord, Landlord shall have the right to immediately suspend Tenant's right to right to access the Premises early. Anything herein to the contrary notwithstanding , if early access to the 24 Cherry Hill Premises is not delivered to Tenant by April 15, 2017 , or possession of the 24 Cherry Hill Premises is not delivered to Tenant by May 15 , 2017 , then for each day of delay thereafter, the 24 Cherry Hill Base Rent Abatement Period shall be extended by one day.

4. CONDITION OF THE PREMISES. The Premises are leased in an “as is ” and “ where is” condition without any warranty of fitness for use or occupation express or implied , it being agreed that Tenant has had an opportunity to examine the condition of the Premises, that Landlord has made no representations or warranties of any kind with respect to such condition, and that Landlord has no obligation to do or approve any work or make or approve any improvements to or with respect to the Premises to prepare the same for Tenant's occupancy except (A) Landlord shall perform the Initial HVAC Work described by Exhibit F for the 28 Cherry Hill Drive Premises, (B) Landlord shall perform the Transformer Work described by Exhibits G, G1 and G2, and (C) as may otherwise be expressly provided herein. Tenant acknowledges and agrees that the Transformer Relocation Work described by Exhibit G2 shall be performed by Landlord at Tenant's sole cost and expense and that Tenant shall reimburse Landlord for the cost thereof within ten (10) business days of Landlord's invoice therefor.

Notwithstanding the foregoing, Landlord represents and warrants that all structural elements of the Building, the windows, doors , all light fixtures, and all mechanical, life-safety, electrical and plumbing systems (including HVAC) serving the 28 Cherry Hill Premises will be in good working order on the Commencement Date and that all structural elements of the Building, and the windows , doors , all light fixtures , and all mechanical, life-safety, electrical and plumbing systems (including HVAC) serving the 24 Cherry Hill Premises will be in good working order on the 24 Cherry Hill Commencement Date. Tenant may, at its sole cost and expense, inspect the mechanical, electrical and plumbing (including HVAC) systems serving the 28 Cherry Hill Premises and 24 Cherry Hill Premises at any time up until the date that is within thirty (30) days after the respective Commencement Date. Landlord shall repair any defects in such systems, provided Landlord receives written notice of such defects within ten (10) business days after Tenant's inspection of such systems, at Landlord's sole cost and expense and with Landlord using commercially reasonable efforts in making such repairs to not interrupt Tenant's business in the Premises by more than a de minimis extent.

Tenant may make improvements to the Premises as described in the Work Letter attached as Exhibit D .

5. MONTHLY RENT. Commencing on the Commencement Date, Base Rent shall be paid monthly in advance on or before the first day of each calendar month in accordance with the schedule set forth in Section 1. Except in the event of a casualty or condemnation resulting in the loss of rentable square footage, the Base Rent shall not be adjusted or modified if the actual rentable square footage of the Premises varies from the rentable square footage set forth in Section 1. If the Commencement Date shall be on any day other than the first day of a calendar month , Base Rent for the partial month shall be prorated based on the number of days in that month. Unless otherwise provided herein, commencing on the Commencement Date , Additional Rent shall be paid monthly in advance on or before the first day of each calendar month. If the Commencement Date shall be on any day other than the first day of a calendar month, Additional Rent for the partial month shall

be prorated based on the number of days in that month. Rent shall be paid to Landlord , without notice or demand, and without deduction or offset, in lawful money of the United States of America, at Landlord's Remittance Address as set forth in Section 1 or to such other address as Landlord may from time to time designate in writing. Tenant acknowledges that the late payment of Rent or other sums due hereunder shall cause Landlord to incur costs not contemplated by this Lease, the exact amount of which shall be extremely difficult to ascertain. Such costs include, but are not limited to, processing and accounting charges , and late charges which may be imposed on Landlord by the terms of any mortgage or trust deed covering the Property. Accordingly, if any installment of Rent or any other sums due from Tenant shall not be received by Landlord when due , Tenant shall pay to Landlord a late charge equal to five percent (5%) of such overdue amount. In addition, any amount due to Landlord , if not paid when due , shall bear interest from the date due until paid at the lesser of: (i) the Prime Rate (as hereinafter defined) plus five percent (5%) per annum, or (ii) the highest rate permitted by law (the “ Default Rate ” ). The term “ Prime Rate ” shall mean the Prime Rate as published in The Wall Street Journa l from time to time. The parties agree that such late charges represent a fair and reasonable estimate of the costs Landlord shall incur by reason of late payment by Tenant. The acceptance of such late charges by Landlord shall in no event constitute a waiver of Tenant's default with respect to the overdue amount or prevent Landlord from exercising any of the other rights and remedies granted hereunder. Notwithstanding anything to the contrary in this Lease , Tenant shall pay the first full monthly installment of Rent due hereunder (i.e. Rent for the first complete month of the Term, or , if applicable, for the first complete month following any initial abatement period) simultaneousl y with Tenant's execution and delivery of this Lease.

6. TAXES. (a) Tenant shall pay monthly, as Additional Rent , one-twelfth (1/12) of Tenant's Percentage of annual Taxes based on estimates provided by Landlord from time to time and subject to reconciliation as provided in Section 8 below. “ Taxes ” means all taxes , assessments and fees levied upon the Property by any governmental entity based upon the ownership , leasing, renting or operation of the Property. Taxes shall not include any federal , state or local net income, capital stock , succession , transfer , replacement, gift, estate or inheritance taxes ; provided , however, if at any time during the Term, a tax or excise on income is levied or assessed by any go v ernmental entity in lieu of or as a substitute for , in whole or in part , real estate taxes or other ad valorem taxes, such tax shall constitute and be included in Taxes. In addition to the foregoing , Tenant shall pay Landlord , as Additional Rent, for any use, rent or sales tax, service tax , value added tax , franchise tax or any other tax on Rent however designated as well as for any taxes which are reasonably attributable to the cost or value of Tenant's equipment , furniture , fixtures and other personal property located in the Premises or the cost or value of any leasehold improvements made in or to the Premises by or for Tenant. All expenses , including reasonable attorneys fees and disbursements, experts ' and other witnesses' fees , incurred in contesting the validity or amount of any Taxes or in obtaining a refund of Taxes shall, solely to the extent of the amount of any reduction in Taxes achieved by Landlord as a result of such contest , be considered as part of the Taxes for the year in which the expenses are incurred.

7. OPERATING EXPENSES. Tenant shall pay monthly , as Additional Rent, one-twelfth (1/12) of Tenant's Percentage of annual Operating Expenses based on estimates provided by Landlord from time to time and subject to reconciliation a s provided in Section 8 below. “Operating Expenses ” means and includes all e x penses , costs , fees and disbursements paid or incurred by or on behalf of Landlord for managing , operating, maintaining , improving , servicing or repairing the Building or Property and all associated plumbing, heating , ventilation , air conditioning, lighting, electrical , mechanical and other systems, including , without limitation , costs of: performing the Landlord ' s obligations described in Section 13; janitorial services , the repair , maintenance , repaving and re-striping of any parking and dock areas ; providing an y services or amenities for the benefit of all tenants of the Building such as conference rooms , parking garage , cafeteria , or gymnasium ; exterior maintenance , repair and repainting ; landscaping ; snow removal; utilities ; management fees; supplies and sundries ; sales or us taxes on supplies or services; charges or assessments under any easement , license , declaration, restrictive covenant or association; legal and accounting expenses; Insurance Premiums ; and compensation and insurance plans, tax qualified benefit plans , worker ' s compensation insurance premiums and payroll taxes paid to, for or with respect to all persons engaged in the operation , administration, maintenance and repair of the Property . Landlord may equitably allocate any item of Operating Expenses that benefits mult i ple buildings among such benefited buildings based on comparable lot size or rentable square footage of such buildings . If there is less than ninety five percent (95%) occupancy during any period, Landlord may adjust those Operating Expenses that are affected by variations in occupancy levels to the amount of Operating Expenses that would have been incurred had there been ninety five percent (95%) occupancy .

Notwithstanding the foregoing , Operating Expenses shall not include costs of alterations to the premises of other tenants of the Property , depreciation charges , interest and principal payments on mortgages, ground rental payments and real estate brokerage and leasing commissions ; costs incurred for Landlord's general overhead and any other expenses not directly attributable to the operation and management of the Building or the Property; costs of selling or financing any of Landlord ' s interest in the Property; costs incurred by Landlord for the repair of damage to the Property to the extent that Landlord is reimbursed by insurance proceeds; the costs of services and utilities separately chargeable to individual tenants of the Building ; wages, bonuses, and other compensation of employees above the grade of property manager; the cost of installing , operating and maintaining any specialty service, such as cafeteria, gym, child or day care facilities; the cost of any work or services performed for any facilit y other than the Building; and capital expenditures other than those which (i) actually reduce Operating Expenses (but only to the extent of Landlord ' s reasonable projection of such reduction) , or (ii) are required under any governmental laws , regulations , or ordinances enacted after the date of this Lease.

8. RECONCILIATION; AUDIT RIGHT . Any failure b y Landlord to deliver any estimate or statement of Additional Rent required under this Lease shall not operate as a waiver of Landlord ' s right to collect all or any portion of Additional Rent due hereunder. On an annual basis, Landlord shall provide Tenant with a statement of all actual Operating Expenses (each , an “ Operating Statement”) and all actual Taxes (each , a “ Tax Statement ” ) for the preceding year . Landlord shall endeavor to provide such statements to Tenant within one hundred twenty (120) days following the end of each year (and shall in all events provide such statements to Tenant within one hundred fifty (150) days following the end of each year) . If Tenant has made estimated payments of Operating Expenses or Taxes in excess of the actual amount due as shown on the applicable Operating Statement or Tax Statement, Landlord shall credit Tenant with any overpayment against the next Rent otherwise due , provided , however, if such overpayment occurs within the final year of the Term, then Landlord shall reimburse Tenant in the amount of such overpayment in cash as part of Landlord ' s reconciliation procedure for the final year of the Term at or after the end of the Term (and not later than fifteen (15) business days after such reconciliation procedure has been completed) , and such obligation shall survive the expiration or earlier termination of this Lease. If the actual amount due exceeds the estimated payments made by Tenant during the preceding year , Tenant shall pay the difference to Landlord within fifteen (15 ) business days of being invoiced therefor and such obligation shall survive the expiration or earlier termination of this Lease.

Tenant shall have the right during the Term , by providing written notice to Landlord (the “ Review Notice ”) within ninety (90) days after receiving Landlord's statement of actual Operating Expenses for any year, to review Landlord's records relating to Operating Expenses for such year as well as for the immediately preceding year (provided , however, Tenant shall not be permitted to review any year more than once). Within a reasonable period of time after receipt of a timely Review Notice, Landlord shall make such records available for Tenant's review at either Landlord ' s home office or at the office of the property manager for the Building. If Tenant fails to give Landlord written notice stating in reasonable detail any objection to Landlord's statement ofactual Operating Expenses within sixty ( 60) days after such records are made available to Tenant for review then Tenant shall be deemed to have approved Landlord's statement of Operating Expenses for such year and Tenant shall have no further right to object or contest such statement. Upon Landlord's receipt of a timely objection notice from Tenant, Landlord and Tenant shall work together in good faith to resolve the discrepancy between Landlord ' s statement and Tenant's review . If Landlord and Tenant determine that Operating Expenses for the year in question are less than reported in Landlord's statement, Landlord shall provide Tenant with a credit against future Rent in the amount of any overpayment by Tenant. Likewise , if Landlord and Tenant determine that Operating Expenses for the year in question are greater than reported in Landlord's statement, Tenant shall forthwith pay to Landlord the amount of underpayment by Tenant. Any information obtained by Tenant pursuant to the provisions of this section shall be treated as confidential and Landlord may require that Tenant execute a commercially reasonable confidentiality agreement as a condition of Tenant's review. If Tenant retains an agent to review Landlord's books and records for any year, such agent must (i) be a CPA firm (ii) not be compensated on a contingency basis, and (iii) execute a commercially reasonable confidentiality agreement with respect to such review. Tenant shall be solely responsible for all costs incurred by Tenant in connection with such review, unless such review discloses an overcharge in excess of three percent (3%), in which case Landlord shall pay all costs of such review not to exceed $7,500. Notwithstanding anything herein to the contrary , Tenant shall not be permitted to review

Landlord 's records or to dispute any statement of Operating Expenses if Tenant is in default hereunder beyond all applicable notice and cure periods or if Tenant has not first paid to Landlord the amount due as shown on Landlord's statement of actual Operating Expenses.

If , after the completion of Tenant's review in compliance with the preceding paragraph, Landlord and Tenant fail to resolve any discrepancy between Landlord's statement and Tenant ' s review, then either party may submit such dispute to arbitration conducted in Boston, Massachusetts administered by the American Arbitration Association (the “ AAA”) under its Commercial Arbitration Rules. Prior written notice of application by either party for arbitration shall be given to the other at least ten (10) days before submission of the application to the said AAA ' s office , in the City of Boston. The arbitrator shall hear the parties and their evidence. The decision of the arbitrator shall be binding and conclusive, and judgment upon the award or decision of the arbitrator may be entered in the applicable Superior Court of the Commonwealth of Massachusetts. Each party shall bear their respective costs incurred in connection with any such arbitration .

9. INSURANCE.

(A) Tenant shall maintain the following insurance in force from the date upon which Tenant first enters the Premises and throughout the Term and therea ft er for so long as Tenant is in occupancy of any part of the Premises:

(i) Commercial General Liabil i ty insurance with limits of at least $ 1 , 000,000 per occurrence , $2 , 000 , 000 general aggregate, and , if the Tenant manufacturers or produces a product in the Premises , $2 , 000 , 000 products completed operations aggregate or such larger amounts as Landlord may reasonably require from time to time, c overing bodily injury and property damage arising out of the use of the Premises , as well as products / completed operations, blanket contractual liability, personal injury and advertising liability ;

(ii) Worker ' s Compensation insurance as required by the state in which the Premises is located covering occupational injuries or disease to all employees of Tenant and to any contractors , subcontractors or other agents used by Tenant for work or other activities on or about the Premises . Such policy shall include Employer ' s Liability limits of at least $500 , 000 each accident, $500 , 000 each employee , and $500,000 disease;

(iii) Business Automobile Liability insurance for all owned (Symbol 1) , non- owned (Symbol 9) and hired, rented and/or borrowed (Symbol 8) vehicles used by the Tenant, its employees or agents. Such policy shall include a combined single limit of liability of at least $1,000,000 per claim for bodily injury and property damage and shall provide that employees are insureds;

(iv) Excess or Umbrella Liability insurance with a l i mit of at least $5 , 000 , 000 providing additional limits of insurance over the primary per occurrence and aggregate limits of the Commercial General Liability (including bodil y injury , property damage , products / comple ted operations, personal/advertising injury and blanket contractual lia bility) , Employer's Liability, and Business Auto Liability insurance required in (i) , (ii) , and (iii) above ; and

(v) Property insurance covering “ all risk ” of physical damage to Tenant's personal property and any property in the care , custody , and control of the Tenant. In addition this policy shall cover any direct or indirect physical damage to all alterations , additio ns , impro v ements (including carpeting , floor coverings, paneling , decorations, fixtures and any improvements or betterments to the Premises made by Tenant or by Landlord at Tenant's request or for Tenant's benefit) situated in or about the Premises. Such coverage shall be for the full replacement value of the covered property.

(B) Tenant's Commercial General Liability , Property , and Excess Liability / Umbrella Liability policies shall name Landlord, Landlord ' s managing agent , and Landlord ' s mortgagee as Additional Insureds and shall be primary insurance as to any insurance carried by the parties designated as Additional Insureds . All policies purchased and maintained b y Tenant to satisfy the requirements in this Lease must be purchased from an insurance company with a minimum rating of “ A- X ” or its equivalent from one o f the major rating agencies ( AM Best , Moody ' s , Standard & Poor' s , Fitch) that is admitted or eligible to do business in the state where the Premises is located.

(C) Tenant shall provide Landlord with a certificate o f insurance for each policy simultaneously with the delivery of an executed counterpart of thi s Lease and at least thirty (30) days prior to each renewal of such insurance. Such certificates of insurance shall be on an ACORD Form 27 or ISO Form 2026 or their equivalent , shall certify that such policy has been or shall be issued and that it provides the coverage and limits required abo v e , and shall provide that the insurance shall not be canceled or materially changed unless thirty (30) days prior written notice (or ten (10) days in the event of cancellation for non-payment) shall have been given to Tenant. Tenant shall provide Landlord a copy of any such notice within five (5) business days following Tenant ' s receipt thereof . In addition to providing the certificates of insurance required herein , Tenant shall also promptly furnish any additional information as Landlord may reasonably request from time to time pertaining to Tenant's insurance coverage. Tenant shall notify Landlord in writing (i) at least thirty (30) days in advance if Tenant intends to cancel or non-renew such insurance for any reason , or (ii) within three (3) business days of receipt if Tenant receives a notice that its insurance company intends to cancel or non-renew such insurance for any reason or that the required coverage or limits are to be materially changed from the initial requirements in this Lease. In the event that Tenant fails to obtain or maintain the insurance required above or fails to provide the certificates of insurance required , Landlord may , at its option , obtain such insurance on behalf of Tenant. Tenant shall pay , as Additional Rent upon demand , the reasonable cost of such insurance . Landlord ' s failure to obtain such coverage on behalf of Tenant shall not limit Tenant's liability in the event of an uncovered loss.

(D) Landlord shall carry or cause to be carried such insurance in amounts and with deductibles as a reasonably prudent landlord would purchase and maintain with respect to the Property. Tenant shall pay Tenant ' s Percentage of Landlord ' s insurance premiums (“Insurance Premiums”) during the Term of the Lease as a part of Operating Expenses . Tenant shall not knowingly do or permit to be done anything which shall contravene , invalidate, or increase the cost of the Landlord ' s insurance and shall comply with all rules , orders , regulations , requirements and recommendations of Landlord or its insurance companies relating to or affecting the condition , use , or occupancy of the Premises. If Tenant does knowingly conduct any activity within or about the Premises that results in an increase to the cost of L andlord' s insurance Tenant shall reimburse Landlord for the entire amount of such additional premiums or surcharges on demand.

10. WAIVER OF SUBROGATION . Notwithstanding any other language of this Lease to the contrary, Landlord and Tenant each waive their respective rights to reco v er from the other for any and all loss of or damage to their respective propert y if such loss or damage is covered , or required by this Lease to be covered , by insurance. Both Landlord and Tenant shall obtain an endorsement acknowledging such waiver from its insurance company(s) evidencing compliance with this section.

11. SECURITY DEPOSIT. Upon execution of this Lease, Tenant shall deposit with Landlord the amount of the Security Deposit specified in Section 1 of this Lease. Provided that Tenant has paid all amounts due and has otherwise performed all obligations hereunder , the Security Deposit shall be returned to Tenant without interest within thirty (30) days after the expiration of the Term. If Tenant defaults under any provision of this Leas e , Landlord may , but shall not be obligated to , apply all or an y part of the Securit y Deposit to cure the default. In the event Landlord elects to apply the Security Deposit as provided for abo v e, Tenant shall , within five (5) days after Landlord ' s demand , restore the Securit y Deposit to the original amount. U pon any sale or other conveyance of the Building , Landlord shall trans fe r the Security Deposit (or any amount of the Securit y Deposit remaining) to a successor owner, and Tenant agrees to look solely to the successor owner for repayment of the same. The Security Depo s it shall not operate as a limitation on any recovery to which Landlord ma y be entitled .

12. USE. The Premises shall be used for the Permitted U se and for no other purposes whatsoever. Tenant shall not do or knowingly permit to be done in or about the Premises , Building or Property anything which is prohibited by any ordinance , order , rule , regulation , certificate of occupancy , or other governmental requirement , now in force or which may hereafter be enacted , including , without limitation, the Americans with Disabilities Act of 1990 , as amended (collectively , “ Applicable Law ” ) . Tenant shall comply with all Applicable Law in its use of the Premises and common areas of the Property . Tenant shall use commercially reasonable efforts to cause all contractors , agents, employees , invitees and visitor s of Tenant to use the Premises and any common area of the Property in such a manner as to prevent waste, nuisance and any disruption of other occupants. Landlord represents and warrants to Tenant that the maximum live floor load per square foot of the Premises is 125 pounds per square foot. Tenant shall not place a load upon any floor in the Premises exceeding such floor load . The judgment of any court of competent jurisdiction or the admission by Tenant in any action or proceeding against Tenant , whether Landlord is a party thereto or not, that Tenant has violated any Applicable Law in the use or occupancy of the Premises , Building or Property shall be conclusive of that fact as between Landlord and Tenant.

13. MAINTENANCE; SERVICES. Tenant will , throughout the Term and at its sole cost, keep and maintain the Premises and all fixtures and equipment located therein clean , safe and in good working order , repair and condition , and make all necessary repairs thereto , including , without limitation , replacing all broken glass with glass of the same size and quality as that broken , replacing all burnt out light bulbs and ballasts , removing all garbage , and repairing all systems or portions of systems exclusively serving the Premises including , without limitation , electrical, mechanical , fire and life safety , plumbing and heating , ventilating and air conditioning systems . For the purposes of maintaining the heating , ventilating, and air conditioning system serving the Premises (but only if such system serves only the Premises and no other space in the Building) , Tenant shall, at Tenant ' s expense, procure and maintain from a contractor approved by Landlord a service and maintenance contract ( “ Service Contract ” ) subject to Landlord's review and approval , not to be unreasonably withheld , conditioned or delayed. Tenant shall provide such Service Contract to Landlord within thirty (30) days following the Commencement Date and within ten (10) days of Landlord ' s request Tenant shall provide Landlord with copies of all service and maintenance records pertaining to the service and maintenance of the heating, ventilating and air conditioning system. In the event Tenant fails to maintain such contract , Landlord shall have the right , but not the obligation , to procure and maintain the heating, ventilating and air conditioning system m a intenance contract and if Landlord so elects , Tenant shall reimburse Landlord for the cost thereof as Additional Rent upon demand. All repairs required of Tenant in connection herewith shall be of a quality and class at least equal to the minimum building standards established by Landlord and shall be done in a good and workmanlike manner in compliance with all Applicable Law and the terms and conditions of this Lease . If Tenant fails to maintain the Premises in compliance with the terms hereof Landlord shall have the right to do such acts and expend such funds at the expense of Tenant as are reasonably required and Tenant shall reimburse Landlord for the cost thereof as Additional Rent upon demand. Should Tenant require any additional service not provided by Landlord pursuant to this Lease , including any services furnished outside the Building ' s normal busin e ss hours , Landlord may , but shall not be obligated to , furnish such additional service and Tenant agrees to pay Landlord ' s then standard charges therefor , which may include a reasonable administrati v e fee , any taxes imposed thereon , and, where appropriate, a reasonable allowance for depreciation of any systems being used to provide such service, as Additional Rent within thirty (30) days of being invoiced therefor.

Landlord shall maintain and repair (and replace , as necessary) in good working order, condition and repair , and, subject to Section 21(A) , cause the same to be kept in compliance with Applicable Law , the roof , foundation, exterior walls , parking lots , walkways and an y common areas of the Building, and all Building systems or portions of systems located outside the Premises not exclusively serving the Premises , the cost of which shall be included as a part of Operating Expenses, provided that Landlord shall have no obligation to make any repairs unless Landlord has first received written notice of the need for such repairs from Tenant. Notwithstanding the foregoing , any damage occasioned by the negligence or willful act of Tenant or any person claiming under Tenant, or contractors, agents , employees , invitees or visitors of Tenant or any such person , shall be repaired by and at the sole expense of Tenant , except that Landlord shall have the right , at its sole option, to make such repairs and to charge Tenant for all costs and expenses incurred in connection therewith and Tenant shall pay the cost therefor as Additional Rent within thirty (30) days after being invoiced thereof together with reasonable supporting documentation therefor.

Notwithstanding the foregoing , if any existing rooftop heating, ventilation and air conditioning unit ( “ RTU ” ) serving the Premises fails and requires replacement during the first two (2) years of the initial Term , as determined by a licensed and qualified HVAC contractor selected by Tenant and approved by Landlord in its commercially reasonable judgment, then Landlord shall be responsible for the removal and replacement of such RTU with a reasonably comparable unit and Landlord shall pay directly to the contractor undertaking the removal and replacement project the full cost of such removal and replacement project ; provided , however , that Landlord shall not be responsible for any costs which are due to damages to such RTU caused by Tenant or any of Tenant ' s employees , contractors , agents , subtenants , invitees , or similar parties. In furtherance of the foregoing , and as a condition to any Landlord obligation pursuant to this paragraph (i) Tenant shall provide prior written notice to Landlord of the failure or required replacement of the RTU in question , along with a detailed recommendation from a licensed and qualified HVAC contractor that the replacement is required , which recommendation Landlord shall have the option to verify and confirm with its preferred HVAC contractor , (ii) Landlord shall determine (in its commercially reasonable judgment) the brand , make, and model of the proposed replacement HVAC unit) and final budget for the removal and replacement project prior to the actual incurrence of any costs related thereto, subject to Tenant ' s approval (which approval shall not be unreasonably withheld) , (iii) Tenant shall provide Landlord with all necessary access to the Premises, and shall reasonably cooperate with Landlord in all respects , to undertake and complete the removal and replacement project.

14. SUBLEASE; ASSIGNMENT.

(A) Tenant shall not mortgage , pledge, hypothecate or otherwise encumber its interest in this Lease. Tenant shall not allow the Premises to be occupied, in whole or in part , by any other party and shall neither sublet the Premises , in whole or in part , nor assign this Lease, nor amend any sublease or assignment to which Landlord has consented , without in each case obtaining the prior written consent of Landlord . Any sublease or assignment , or amendment to any sublease or assignment , made without Landlord's prior written consent (if such consent is required hereunder) shall, at Landlord's option, be null , void and of no effect, and shall, at Landlord's option, constitute an Event of Default. The provisions of this section 14(A) shall apply to a transfer, by one or more transfers, of all, or substantially all, of the business or assets of Tenant , of a majority of the stock , partnership or membership interests, or other evidences of ownership , of Tenant , and of any shares, voting rights or ownership interests of Tenant which results in a change in the identity of the entity or entities which exercise , or may exercise, effective control of Tenant as if such transfers were an assignment of this Lease. Tenant must request Landlord ' s consent to any assignment or sublease at least sixty (60) days prior to the proposed effective date of the assignment or sublease. At the time of its request , Tenant shall provide Landlord in writing: (a) the name and address of the proposed assignee or subtenant, (b) a complete copy of the proposed assignment or sublease or a term sheet setting forth the material economic terms of the proposed assignment or sublease , (c) reasonably satisfactory information about the nature, business, and business history of the proposed assignee or subtenant and its proposed use of the Premises , and (d) banking, financial or other credit information about the proposed assignee or subtenant reasonably sufficient to enable Landlord to determine its financial condition and operating performance. Landlord shall not unreasonably withhold, condition or delay its consent to Tenant's written request to sublease the Premises or assign this Lease which is made in compliance with the terms and conditions of this section. Without limiting the other instances in which it may be reasonable for Landlord to withhold its consent to an assignment or sublease, Landlord's refusal to consent to any proposed assignment or sublease shall not be unreasonable if: (a) the financial condition or operating performance of the proposed subtenant or assignee, determined in Landlord's reasonable discretion , is less than the greater of the financial condition or operating performance of the Tenant on (i) the date of execution of this Lease or (ii) the date of Tenant ' s request for Landlord's consent to the proposed assignment or sublease , (b) Tenant is in default under any of the terms, covenants or conditions of this Lease beyond all applicable notice and cure periods , (c) Landlord reasonably determines that the proposed use of the Premises may result in: (i) increased wear and tear on the Premises , Building or Property or (ii) any materially adverse effect on other tenants in the Building or adjacent buildings owned by Landlord, (d) the proposed subtenant or assignee is a governmental agency, (e) Landlord has space available elsewhere in the Building which can accommodate the needs of the proposed subtenant or assignee or the proposed subtenant or assignee is a prospect to whom Landlord has made a proposal for the lease of space within the market area within the prior six (6) months, (f) the proposed assignee or subtenant is a tenant in any building owned by Landlord or any affiliate of Landlord including, without limitation , the Building , (g) the proposed subtenant or assignee would or its proposed use of the Premises would cause Landlord to be in violation of any covenant or restriction contained in another lease or other agreement, (h) Landlord's lender , if any, does not consent to the proposed sublease or assignment where such consent is required under the applicable loan documents.

(B) Notwithstanding the foregoing, Landlord's consent shall not be withheld, and Landlord shall have no right to recapture the Premises or share in Profits (defined below), when Tenant is transferring its interest in the Premises pursuant to transactions with an entity into or with which Tenant is merged or consolidated or to which all or substantially all of Tenant's business or assets are transferred or to any entity which controls or is controlled by Tenant or is under common control with Tenant (provided that such entity maintains such relationship to Tenant for a period of at least two (2) years after the date of such transfer , it being agreed that the subsequent sale or transfer of stock within such two (2) year period resulting in a change in voting control , or any other transaction(s) within such two (2) year period having the overall effect that such entity ceases to control , be controlled by , or be under common control with Tenant , shall be treated as an assignment of this Lease governed by the preceding paragraphs of this Section) (such transfer being a “ Permitted Transfer ” ) , provided that in any of such events (a) Tenant is not then in default under this Lease beyond applicable notice and cure periods , and (b) the successor to Tenant, in Landlord ' s reasonable opinion , possesses adequate financial capability to perform the Tenant obligations as and when due or required.

(C) No subletting or assignment shall release Tenant from Tenant's obligations under this Lease or alter the primary liability of Tenant to pay the Rent and to perform all other obligations to be performed by Tenant hereunder. Any subtenant shall, at Landlord's election , attorn to Landlord following any early termination of this Lease and any assignee shall be jointly and severally liable for the full performance of all of Tenant ' s obligations hereunder. Landlord may require , as a condition to granting Landlord's consent with respect to the provisions of this section, that the proposed subtenant or assignee enter into a written agreement with Landlord confirming the obligations of such subtenant or assignee under this Lease . Tenant shall pay, as Additional Rent within thirty (30) days after being invoiced therefor, all reasonable legal fees (not to exceed $2 , 500) incurred by Landlord in connection with each proposed assignment or sublease whether or not Landlord's consent is obtained. If Tenant receives rent or other payments under any assignment or sublease in excess of the payments made by Tenant to Landlord under this Lease (as such amounts are adjusted on a per square foot basis if less than all of the Premises is transferred), then Tenant shall pay Landlord one - half of such excess after deduction on an amortized basis of the cost of reasonable marketing expenses, brokerage fees and tenant improvements (such net amount “ Profits ” ) paid for or incurred in connection with such sublease or assignment. Landlord's consent to one assignment or sublease shall not be deemed a waiver of the requirement of Landlord ' s consent to any subsequent assignment or sublease. In the event Tenant seeks to assign its interest in this Lease, and Landlord does not consent to such proposed assignment, Landlord may elect to terminate this Lease in its entirety, and the last day of the Term of this Lease shall be the thirtieth (30th) day after Landlord notifies Tenant of Landlord's election to terminate this Lease. In the event Tenant seeks to sublet all or any portion of the Premises and Landlord does not consent to such proposed sublease, Landlord may elect to terminate this Lease with respect to the portion of the Premises that would be subject to such sublease and the last day of the Term of this Lease for such space shall be the thirtieth (30th) day after Landlord notifies Tenant of Landlord ' s election to terminate this Lease and , if less than the entire Premises is affected, Landlord shall have the right to perform any alterations to make such space a self contained rental unit.

15. INDEMNITY; NON-LIABILITY OF LANDLORD . Except to the extent prohibited by law, as a material part of the consideration for Landlord ' s execution of this Lease, Tenant shall not hold Landlord or its employees or Landlord's agents or contractors or their employees liable for, and Tenant covenants and agrees that it shall indemnify and defend Landlord for and against any and all penalties , damages, fines , causes of action, liabilities, judgments, expenses (including, without limitation, reasonable attorne ys' fees) or charges incurred in connection with or arising from: (i) the use or occupancy of the Premises by Tenant or any person claiming under Tenant; (ii) any acts, omissions or negligence of Tenant or any person claiming under Tenant, or contractors, agents, employees , invitees or visitors of Tenant or an y such person ; (iii) any breach, violation or nonperformance by Tenant or an y person claiming under Tenant or the employees , agents , contractors , invitees or visitors of Tenant or an y such person of an y term , covenant or provision of this Lease or any Applicable Law ; ( iv) any injury or damage to the person , property or business of Tenant, its employees, agents , contractors , invitees , visitors or any other person entering upon the Property under the express or implied invitation of Tenant ; or (v) any matter occurring in the Premises during the Term that i s not caused by the negligence or willful misconduct of Landlord or the employees, agents , contractors , invitees or visitors of Landlord .

Landlord shall indemnify , defend and hold harmless Tenant from and against any and all claims, demands, causes of action , judgments, costs and expenses , and all losses and damages caused to Tenant from any occurrence within the common areas of the Building or Property without any negligence on the part of Tenant and arising from Landlord ' s negligence or willful misconduct in failing to maintain the common areas of the Building and Property in accordance with the provisions of this Lease . Upon notice from Tenant , Landlord shall defend any such claim , demand , cause of action or suit at Landlord ' s expen s e b y counsel selected by Landlord and reasonably satisfactory to Tenant , provided , however , that any counsel selected by Landlord ' s insurance carrier shall be deemed acceptable to Tenant.

Landlord, to the fullest extent not prohibited by law , shall not be liable for any damage occasioned by failure to keep the Premises , Building or Property in repair , nor for any damage done or occasioned by or from plumbing , gas, electricity, water , sprinkler , or other pipes or sewerage or the bursting , leaking or running of any pipes , tank or plumbing fixtures , in , above, upon or about the Premises or the Building nor from any damage occasioned by water , snow or ice being upon or coming through the roof, skylights , trap door or otherwise , nor for any damages arising from acts, or neglect of co-tenants or other occupants of the Building or of any owners or occupants of adjacent or contiguous property , nor for any loss of or injury to property or business occurring, through , in connection with or incidental to the failure to furnish any such services or the interruption of any services to the Premises . Further , Landlord shall not be liable or responsible to Tenant for an y loss or damage to any property or person occasioned by theft or any other criminal act, fire , act of God , public enemy , injunction , riot, strike , insurrection , war, court order , law of requisition or order of any governmental authority.

Neither Landlord nor Tenant shall be liable in an y event for incidental or consequential damages to the other party by reason of any default by such party hereunder, whether or not the other party is notified that such damages may occur. The term “Landlord” , as used in this Lease, so far as covenants or obligations to be performed by Landlord are concerned , means only the owner or owners at the time in question of the Landlord ' s interest in the Building , and in the event of any transfer or transfers ohitle to the Landlord's interest in the Building , the Landlord herein named (and in case of any subsequent transfers or conveyances , the then grantor) shall be automatically freed and relieved from and after the date of such transfer or conveyance of all liability as respects the performance of any covenants or obligation s on the part of the Landlord contained in this Lease thereafter to be performed. Tenant's sole recourse against Landlord, and any successor to the interest of Landlord in the Premises , is to the interest of Landlord , and any successor, in the Premises and the Building of which the Premi s es are a part. In no event whatsoever shall Landlord or any beneficiary of an y trust of w hich Landlord is a trustee or any of Landlord ' s officers, directors , partners , managers , members , shareholders , agents, attorneys and employees ever be personally liable hereunder.

16. UTILITIES. Tenant shall contract directly with public utility providers for gas and electricity which are separately metered to the Premises and shall pay such utility providers directly and promptly when due . Landlord represents and warrants that all meters for such gas and electric utilities are currently in the Premises and are operational. If any utility is not separately metered to the Premises , including water and sewer, the cost of such utility consumed on the Premises, as reasonably determined by Landlord , shall be paid by Tenant as Additional Rent as part of Operating Expenses. Tenant's obligation to pay for utilities provided to the Premises during the Term shall survive the expiration or earlier termination of the Lease. Tenant shall not utilize an alternative provider for a utility service other than the public utility provider servicing the Property unless Tenant shall first obtain the written consent of Landlord. Landlord shall in no way be liable or responsible for any loss, damage, or expense that Tenant may sustain or incur by reason of any change , failure, interruption , or defect in the supply or character of the electric energy furnished to the Premises or Building. To ensure the proper functioning and protection of all utilities, Tenant agrees to abide by all reasonable regulations and requirements which Landlord may prescribe and to allow Landlord and its utility providers access to all electric lines, feeders, risers , wiring , and any other machinery within the Premises (provided that reasonable prior written notice thereof shall be given to Tenant , and in connection therewith , Landlord shall take reasonable steps to minimize interference with Tenant ' s business in the Premises).

17. HOLDING OVER. If Tenant or any party claiming by or under Tenant remains in occupancy of the Premises or any part thereof beyond the expiration or earlier termination of this Lease, such holding over shall be without right and a tenancy at sufferance, and Tenant shall be liable to Landlord for any loss or damage incurred by Landlord as a result thereof, including consequential damages; provided , however , Landlord shall not be entitled to consequential damages on account of Tenant ' s holding over that are attributable to any period prior to the date that is forty five (45) days after Landlord has provided notice to Tenant that Landlord has entered into good faith negotiations with a prospective replacement tenant f or any portion of the Premises. In addition , for each month or any part thereof that such holding over continues, Tenant shall pay to Landlord a monthly fee for the use and occupancy of the Premises equal to (a) for the first thirty days of such holdover, one hundred fifty percent (150%) of the Rent payable for the month immediately preceding such hold over , and (b) thereafter, two hundred percent (200%) of the Rent payable for the month immediately preceding such hold over, and there shall be no adjustment or abatement for any partial month. The provisions of this section shall not be deemed to limit or exclude any of Landlord's rights of re-entry or any other right granted to Landlord hereunder, at law or in equity.

18. NO RENT DEDUCTION OR SET OFF. Tenant ' s covenant to pay Rent is and shall be independent of each and every other covenant of this Lease. Tenant agrees that any claim by Tenant against Landlord shall not be deducted from Rent nor set off against any claim for Rent in any action. No payment by Tenant or receipt by Landlord of a lesser amount than the Rent herein stipulated shall be deemed to be other than on account of the earliest stipulated Rent, nor shall any endorsement or statement on any check or any letter accompanying any check or payment as Rent be deemed an accord and satisfaction , and Landlord may accept such check or payment without prejudice to Landlord's right to recover the balance of such Rent or pursue any remedy provided in this Lease or at law. In connection with the foregoing, Landlord shall have the absolute right in its sole discretion to apply any payment received from Tenant to any account or other payment of Tenant then not current and due or delinquent.

Notwithstanding the foregoing , if , for more than three (3 ) consecutive business days following written notice from Tenant to Landlord , Landlord shall fail to restore of any utility or other service required to be provided by Landlord under this Lease following the interruption , curtailment or suspension of such utility or other service as a result of Landlord ' s negligence or willful misconduct , and as a result of s uch failure (i) Tenant shall not be reasonably able to use and occupy , or to have access to , the entire Premises or a material portion of the Premises, as the case may be , for the normal conduct of Tenant ' s business operations , and (ii ) Tenant does not use or occupy the same during said period, then the obligation of Tenant to pay Rent hereunder shall be abated in proportion to the portion of the Premises that Tenant is unable to use as a result of such failure from the date of Tenant ' s notice until the date on which Landlord has restored an y such utility or other service.

19. CASUALTY. If the Premises or any part thereof are damaged by fire or other casualty , Tenant shall give prompt notice thereof to Landlord. If the Premises or the Building are totally or partially damaged or destroyed by fire or other casualty , thereby rendering the Premises totally or partially inaccessible or unusable, Landlord shall diligently restore and repair the Premises and the Building to substantially the same condition they were in prior to such damage. Provided that such damage was not caused by the act or omission of Tenant or any of its employees , agents, licensees, invitees or subtenants , until the repair and restoration of the Premises is completed Base Rent and Additional Rent shall be abated for that part of the Premises that Tenant is unable to use without substantial interference and is not occupied while repairs are being made , based on the ratio that the amount o f unusable rentable area bear s to the total rentable area of the Premises. Landlord shall bear the costs and expenses of repairing and restoring the Premises and the Building , provided , however , that Landlord shall not be obligated to spend more than the net proceeds of insurance made available for such repair and restoration nor shall Landlord be obligated to repair or restore , or to pay for the repair or restoration of , an y furnishings , equipment or personal property belonging to Tenant or any alterations , additions, or improvements (including carpeting, floor coverings, paneling , decorations, fixtures) made to the Premises or Building by Tenant or by Landlord at Tenant's request or for Tenant ' s benefit. It shall be Tenant's sole responsibility to repair and restore all such items .

Notwithstanding the foregoing , (a) if there is a destruction of the Building that exceeds twenty - five percent (25%) of the replacement value of the Building from any risk , whether or not the Premises are damaged or destroyed, or (b) if Landlord reasonabl y believes that the repairs and restoration cannot be completed despite reasonable efforts within ninety (90) days after the occurrence of such damage, or (c) if Landlord reasonably believes that there shall be less than two (2) years remaining in the Term (exclusive of any extension options) upon the substantial completion of such repairs and restoration, or (d) if any mortgagee or lender fails or refuses to make sufficient insurance proceeds available for repairs and restoration, or (e) if zoning or other Applicable Law does not permit such repairs and restoration , Landlord shall have the right , at its sole option , to terminate this Lease by giving written not i ce of termination to Tenant within one hundred eighty (180) days after the occurrence of such damage. If this Lease is terminated pursuant to the preceding sentence , all Rent payable hereunder shall be apportioned and paid to the date of termination .

All time periods provided in this Section for Landlord ' s performance shall be subject to extension on account of delays in effectuating a satisfactory settlement with an y insurance company involved and Force Majeure events. In the event of any damage or destruction to the Building or Premises, it shall be Tenant ' s responsibility to secure the Premises and , upon notice from Landlord, to remove forthwith , at its sole cost and expense , property belonging to Tenant or its licensees from such portion of the Premises as Landlord shall reasonably request.

20. SUBORDINATION; ESTOPPEL LETTERS. This Lease is expressly subordinate to any current or future mortgage or mortgages placed on the Property and to all other documents executed in connection with any such mortgage. Tenant agrees not to pay rent more than thirty (30) days in advance and to attorn to any party acquiring rightful possession of the Premises by or through any such mortgage. Tenant agrees that from time to time it shall deliver to Landlord or Landlord's mortgagee or designee within ten (10) business days of the date of Landlord's or Landlord's mortgagees or such other designee's request, a statement, in writing, certifying (i) that this Lease is unmodified and in full force and effect, if this is so, or if there have been modifications , that the Lease, as modified, is in full force and effect; (ii) the dates to which Rent and other charges have been paid; (iii) that Landlord is not in default under any provisions of this Lease or, if in default, the nature thereof in detail; (iv) the subordination of this Lease to any current or future mortgage or mortgages placed on the Property by Landlord and Tenant's agreement to attorn to any party acquiring rightful possession of the Premises by or through any such mortgage; and (v) such other true statements as Landlord or Landlord's mortgagee or designee may reasonably require.

Landlord intends to refinance the Building in the first quarter of 2017. Landlord shall cause the mortgagee of such refinancing to enter into its usual subordination, non - disturbance and attomment agreement (“SNDA”) with Tenant , subject to Tenant's negotiation of commercially reasonable modifications to any such SNDA. Landlord shall thereafter use commercially reasonable to cause any future mortgagee of the Property to enter into such mortgagee ' s usual SNDA with Tenant, subject to Tenant's negotiation of commercially reasonable modifications to any such SNDA.

Landlord represents and warrants that no lease superior to this Lease (e.g., a ground lease) exists with respect to the Property.

21. ALTERATIONS; RESTORATION.

(A) Tenant shall not make or permit to be made any alterations, additions, or improvements in or to the Premises (“Alterations ” ) without first obtaining the prior written consent of Landlord which consent shall not be unreasonably withheld, conditioned or delayed with respect to non-structural Alterations that do not cost more than Fifty Thousand Dollars ($50 , 000) in any one calendar year, are not visible from outside of the Premises and do not affect the operating or life safety systems of the Building, but which consent may otherwise be withheld in Landlord ' s sole discretion. Notwithstanding the foregoing, Landlord ' s consent shall not be required for cosmetic Alterations , such as painting, hanging pictures, and installing carpeting so long as Tenant provides Landlord not less than five (5) business days prior written notice of any such Alteration for which Tenant has engaged a third party contractor . All Alterations (i) must comply with all Applicable Laws, (ii) must be compatible with the Building and its mechanical , electrical, heating , ventilating, air-conditioning and life safety systems; (iii) must not interfere with the use and occupancy of any other portion of the Building by any other tenant or their invitees; and (iv) must not affect the integrity of the structural portions of the Building. In

addition, Landlord may impose as a condition to such consent such additional requirements as Landlord in its commercially reasonable discretion deems necessary or desirable, including, without limitation: (a) Tenant's submission to Landlord, for Landlord 's prior written approval (not to be unreasonably withheld , conditioned or delayed) , of all plans and specifications relating to the Alterations; (b) Landlord ' s prior written approval (not to be unreasonably withheld, conditioned or delayed) of the time or times when the Alterations are to be performed; (c) Landlord's prior written approval (not to be unreasonably withheld, conditioned or delayed) of the contractors and subcontractors performing work in connection with the Alterations (provided , however, that Tenant shall be entitled to use its own architect and general contractor for the performance of Tenant 's Work as set forth in Exhibit D attached hereto); (d) Tenant ' s receipt of all necessary permits and approvals from all governmental authorities having jurisdiction over the Premises prior to the construction of the Alterations; (e) Tenant's delivery to Landlord of such bonds and insurance as Landlord reasonably requires ; (f) Tenant's payment to Landlord of a commercially reasonable fee for Landlord's supervision of any Alterations not to exceed 2% of the cost of the Alterations in question; (g) Tenant's and Tenant's contractor's compliance with such construction rules and regulations and building standards as Landlord promulgates from time to time; and (i) Tenant ' s delivery to Landlord of “ as built ” drawings of the Alterations in such form or medium as Landlord may reasonably require. All direct and indirect costs relating to any modifications, alterations or improvements of Building, whether outside or inside of the Premises, required by any governmental agency or by law as a condition or as the result of any Alteration requested or effected by Tenant shall be borne by Tenant. Tenant shall not permit any mechanic's lien or other liens to be placed upon the Premises or the Building as a result of any materials , services or labor ordered by or provided to Tenant or any of Tenant's agents , officers, or employees. Without waiving any other rights or remedies under this Lease , Landlord may bond or insure or otherwise discharge any such lien and Tenant shall reimburse Landlord for any amount paid by Landlord in connection therewith as Additional Rent within ten (10) days after being invoice therefor.

(B) Upon the expiration or earlier termination of the Lease , Tenant shall surrender the Premises in good working order and condition. Tenant shall remove any and all Alterations , trade fixtures, equipment, data/telecommunications cabling and wiring installed by or on behalf of Tenant and furniture from the Premises and Tenant shall fully repair any damage , including any structural damage, occasioned by the removal of the same. Notwithstanding the foregoing , Tenant shall only be required to remove such Alterations, including those performed pursuant to Exhibit D , if Landlord shall at the time of giving consent to the making of such Alteration notify Tenant that removal of same and restoration of the Premises shall be required at the end of the term of the Lease. If Landlord notifies Tenant that Tenant not remove any or all such Alteration(s), such Alteration shall become a part of the realty and shall belong to Landlord without compensation, and title thereto shall pass to Landlord under this Lease as by a bill of sale. At Landlord's election , all Alterations, trade fixtures, equipment , wire and cable, furniture, fixtures , other personal property not removed shall conclusively be deemed to have been abandoned by Tenant and may be appropriated, sold, stored , destroyed or otherwise disposed of by Landlord without notice to Tenant or to any other person and without obligation to account for them . Tenant shall pay Landlord all reasonable expenses incurred in connection with Landlord's disposition of such property, including without limitation the cost of repairing any damage to the Building or the Premises caused by removal of such property, and shall hold Landlord harmless from loss, liability , or expense arising from the claims of third parties such as Tenant's lenders whose loans are secured by such property. Tenant's obligations under this section shall survive the end of this Lease.

22. DEFAULT; REMEDIES.

(A) In addition to any other acts or omissions designated in this Lease as Events of Default , each of the following shall constitute an Event of Default by Tenant hereunder: (i) the failure to make any payment of Rent or any installment thereof or to pay any other sum required to be paid by Tenant under this Lease within five (5) business days after Landlord shall have provided written notice to Tenant that the same is due, but such notice shall not be given more than twice in any twelve (12) month period such that any subsequent failure to make any such payment when due in said twelve month period shall constitute an Event of Default hereunder without the need for notice or grace period; (ii) the use or occupancy of the Premises for any purpose other than the Permitted Use without Landlord's prior written consent or the conduct of any activity in the Premises which constitutes a violation of law; (iii) if the interest of Tenant or any part thereof under this Lease shall be levied on under execution or other legal process and said interest shall not have been cleared by said levy or execution within fifteen (15) days from the date thereof ; (iv) if any voluntary or involuntary petition in bankruptcy or for corporate reorganization or any similar relief shall be filed by or against Tenant or any

guarantor of the Lease or if a receiver shall be appointed for Tenant or any guarantor or any of the property of Tenant or guarantor and such involuntary petition or appointment of a receiver is not dismissed or stayed within sixty (60) days of such filing or appointment; (v) if Tenant or any guarantor of the Lease shall make an assignment for the benefit of creditors or if Tenant shall admit in writing its inability to meet Tenant's debts as they mature; (vi) if any insurance required to be maintained by Tenant pursuant to this Lease shall be cancelled or terminated or shall expire or shall be reduced or materially changed, except, in each case, as permitted in this Lease, or mutually agreed to in writing by the parties; (vii) if Tenant shall fail to discharge or bond over any lien placed upon the Premises in violation of this Lease within thirty (30) days after receiving written notice of the existence of such lien; (viii) if Tenant shall abandon or vacate the Premises during the Term; (ix) if Tenant shall fail to execute and deliver an estoppel certificate or subordination agreement as required hereunder; or (x) the failure to observe or perform any of the other covenants or conditions in this Lease which Tenant is required to observe and perform and which Tenant has not corrected within twenty (20) days after written notice thereof to Tenant; provided however, that if such failure is not susceptible to being cured within such period of time, Tenant shall be entitled to such additional time as may be reasonably necessary so long as Tenant is diligently curing such failure and completes such cure within one hundred twenty (120) days thereafter; further provided, however, if such failure creates a condition that, in Landlord's reasonable judgement, is dangerous or hazardous then Tenant shall be required to commence such cure within three (3) business days following written notice and, subject to extension for Force Majeure (as defined in Section 30(G )) complete such cure within ten (10) business days.

(B) Upon the occurrence of an Event of Default by Tenant , Landlord may , at its option, with or without notice or demand of any kind to Tenant or any other person , exercise any one or more of the following described remedies , in addition to all other rights and remedies provided at law, in equity or elsewhere herein, and such rights and remedies shall be cumulative and none shall exclude any other right allowed by law:

(i) Landlord may terminate this Lease , repossess and re-let the Premises , in which case Landlord shall be entitled to recover as damages ( in addition to an y othe r sums or damages for which Tenant may be liable to Landlord) a lump sum equal to the amount by which the present value of the excess Rent remaining to be paid by Tenant for the balance of the Term of the Lease exceeds the fair market rental value of the Premises , after deduction of all anticipated expenses of reletting . For the purpose of determining present value, Landlord and Tenant agree that the interest rate shall be the rate applicable to the then-current yield on obligations of the U.S. Treasury having a maturity date on or about the Expiration Date. Should the fair market rental value of the Premises for the balance of the Term (after deduction of all anticipated expenses of reletting) exceed the value of the Rent to be paid by Tenant for the balance of the Term , Landlord shall have no obligation to pay to or otherwise credit Tenant for any such excess amount ;

(ii) Landlord may, without terminating the Lease , terminate Tenant's right of possession, repossess the Premises including , without limitation , removing all or any part of Tenant's personal property in the Premises and to place such personal property in storage or a public warehouse at the expense and risk of Tenant , and relet the same for the account of Tenant for such rent and upon such terms as shall be satisfactory to Landlord in its commercially reasonable judgment. For the purpose of such reletting, Landlord is authori z ed to decorate, repair , remodel or alter the Premises. Tenant shall pay to Landlord as damages a sum equal to all Rent under this Lease for the balance of the Term unless and until the Premises are relet. If the Premises are relet, Tenant shall be responsible for payment upon demand to Landlord of any deficiency between the Rent as relet and the Rent for the balance of this Lease , and all actual costs and expenses of reletting. Tenant shall not be entitled to any rents received by Landlord in excess of the rent provided for in this Lease. No re-entry or taking possession of the Lease Premises by Landlord shall be construed as an election to terminate this Lease unless a written notice of such intention be given to Tenant or unless the termination thereof be decreed by a court of competent jurisdiction. Notwithstanding any reletting without termination , Landlord may at any time thereafter elect to terminate this Lease for any breach , and in addition to the other remedies it may have, recover as damages (in addition to any other sums or damages for which Tenant may be liable to Landlord) a lump sum equal to the amount by which the present value of the excess Rent remaining to be paid by Tenant for the balance of the Term o f the Lease exceeds the fair market rental value of the Premises , after deduction of all anticipated expenses of reletting. In the event Landlord repossesses the Premises as provided above , Landlord may remove all persons and property from the Premises and store any such property at the cost of Tenant, without liability for damage; and

(iii) Landlord may , but shall not be obligated to , and without waivmg or releasing Tenant from any obligations of Tenant hereunder , make an y payment or perform such other act on Tenant ' s part to be made or performed as provided in this Lease . All sums so paid by Landlord and all necessary incidental costs shall be payable to Landlord as Additional Rent on demand and Tenant covenants to pay such sums .

(C) If Tenant (i) fails to pay Rent timely and such failure continues for five ( 5) days after written notice thereof (the payment of Rent in monthly installments being for the sole benefit and convenience of Tenant) , (ii) fails to maintain the Security Deposit as required hereunder , and such failure continues for five (5) business days after written notice thereof , (iii) uses or permits or suffers the use of the Premises for any purpose other than the Permitted Us e and such failure continues for five (5) business days after written notice thereof , or (iv) assigns or subleases the Premises in violation of the provisions of Section 14 hereof (Assignment/Subletting), then, because both parties agree that each of the foregoing defaults is a substantial and material breach of the Tenant's obligations hereunder, at the option of Landlord the entire balance of Rent due under this Lease shall become due and payable immediately as liquidated damages. Landlord and Tenant specifically acknowledge and agree that accelerating the Rent as liquidated damages is fair and reasonable because, among other reasons , each of the foregoing defaults is significant and material and the parties cannot foresee when in the Term any such default may occur , what the commercial rental market for the Premises may be at the time of such default , what the cost of finding a substitute tenant may be at such time , or how long the Premises may remain vacant following any such default.

(D) Tenant agrees that Landlord may file suit to recover any sums falling due under the terms of this section from time to time and that no suit or recovery of any portion due Landlord hereunder shall be any defense to any subsequent action brought for any amount not theretofore reduced to judgment in favor of Landlord.

(E) Tenant shall promptly pay upon notice, as Additional Rent, all reasonable costs, charges and expenses incurred by Landlord (including , without limitation , reasonable fees and out of-pocket expenses of legal counsel , collection agents, and other third parties retained by Landlord) together with interest thereon at the Default Rate, in collecting any amount due from Tenant, enforcing any obligation of Tenant hereunder , or preserving any rights or remedies of Landlord; and Tenant shall pay all reasonable attorneys ' fees and expenses arising out of any litigation, negotiation or transaction in which Tenant causes Landlord , without Landlord's fault, to become involved or concerned.

(F) No waiver of any provision of this Lease shall be implied by any failure of Landlord to enforce any remedy on account of the violation of such provision, even if such violation be continued or repeated subsequently , and no express waiver by Landlord shall be valid unless in writing and shall not affect any provision other than the one specified in such written waiver and that provision only for the time and in the manner specifically stated in the waiver. No receipt of monies by Landlord from Tenant after the termination of this Lease shall in any way alter the length of the Term or Tenant's right of possession hereunder or after the giving of any notice shall reinstate , continue or extend the Term or affect any notice given Tenant prior to the receipt of such monies, it being agreed that after the service of notice or the commencement of a suit or after final judgment for possession of the Premises, Landlord may receive and collect any Rent due , and the payment of Rent shall not waive or affect said notice , suit or judgment.

23. NOTICES. All notices permitted or required hereunder shall be in writing and (i) delivered personally, (ii) sent by U.S. certified mail , postage prepaid , with return receipt requested, or (iii) sent overnight by nationally recognized overnight courier and sent to the respective parties at the Notice Addresses provided in Section 1 of this Lease . If sent by U.S. certified mail , such notice shall be considered received by the addressee on thesecond (2nd) business day after posting. If sent by nationally recognized overnight courier , such notice shall be considered received by the addressee on the first (1st) business day after deposit with the courier. Notices may be given by an agent on behalf of Landlord or Tenant. Any notice from Landlord to Tenant shall also be deemed to have been given if delivered to the Premises, addressed to Tenant.

24. EMINENT DOMAIN. If during the Term (a ) the whole o f the Premise s or the Building shall be taken by any governmental or other authorit y having power s of eminent domain or conveyed to such entity under threat o f the exercise of such power or (b) any part of the Premises or the Building shall be so taken or conveyed and as a result , the remainder of the Premises or the Building has been rendered impractical , in Landlord's commercially reasonable judgment, for the operation of Landlord ' s r ental activitie s on the Property , this Lease shall terminate on the date of the taking or conveyance, and rent shall be apportioned to the date thereof . Tenant shall have no right to any apportionment of or any share in any condemnation award or judgment for damages made for the taking or conveyance of any part of the Premises or the Building but may prosecute a separate claim for the value of all Alterations , and tenant improvements provided such claim does not reduce any award to Landlord.

25. QUIET ENJOYMENT. Landlord represents and warrants that it has full right and authority to enter into this Lease and that Tenant , while paying the rental and performing its other covenants and agreements contained in this Lease , shall peaceably and quietly have, hold and enjoy the Premises for the Term without hindrance or molestation from Landlord subject to the terms and provisions of this Lease. Landlord shall not be liable for any interference or disturbance by other tenants or third persons , nor shall Tenant be released from any of the obligations of this Lease because of such interference or disturbance. Nevertheless , Landlord agrees to use reasonable efforts to enforce the terms and conditions and rules and regulations of any third party's lease at the Building in order to minimize any interference or disturbance caused by such third party to Tenant ' s use and enjoyment of the Premises .

26. RULES AND REGULATIONS. Tenant agrees to comply with (and cause its agents , contractors, employees and invitees to comply with) the rules and regulations attached hereto as Exhibit B and with such reasonable modifications thereof and additions thereto as Landlord may from time to time make . Landlord agrees to enforce the rules and regulations uniformly against all tenants of the Property. Landlord shall not be liable , however , for any violation of said rules and regulations by other tenants or occupants of the Building or Property .

27. ENVIRONMENTAL. (A) “ Environment ” shall mean all indoor and outdoor air, surface water, groundwater , surface or subsurface land , including , without limitation , all fish , wildlife , biota and all other natural resources. “ Environmental Laws ” shall mean all federal , state and local laws (including, without limitation , case and common law) , statutes , regulations , rules, ordinances , binding guidance, permits , licenses, grants , orders , decrees and judgments relating to the Environment, human health and safety (as it relates to exposure to Hazardous Substances, defined below), preservation or reclamation of natural resources , or to the management , handling , use , generation, treatment , storage, transportation , disposal, manufacture , distribution , formulation , packaging , labeling , Release or threatened Release of or exposure to Hazardous Substances , whether now existing or subsequently amended or enacted , including , without limitation: the Comprehensive Environmental Response, Compensation , and Liability Act , 42 U.S . C. Section 9601 et seq. ( “ CERCLA”); the Federal Water Pollution Control Act , 33 U . S.C. Section 1251 et seq . ; the Clean Air Act , 42 U . S.C . Section 7401 et seq. ; the Toxic Subst a nces Control Act , 15 Section 2601 et seq . ; the Occupational Safety and Health Act (to the extent it relates to exposure to Hazardous Substances) , 29 U.S.C . Section 651 et seq. ; the Emergency Planning and Community Right-to-Know Act of 1986 , 42 U . S . C . Section 1100 I et seq .; the Safe Drinking Water Act , 42 U.S . C . Section 300(f) et seq. ; the Hazardous Materials Transportation Act , 49 U.S . C . Section 1801 et s eq .; the Fed e ral Insecticide , Fungicide and Rodenticid e A ct 7 U. S . C. Section 136 et seq. ; the Resource Conservation and Recovery Act of 1976 (“ RCRA ” ) , 42 U.S.C. Section 6901 et seq.; and the Oil Pollution Act of 1990 , 33 U .S.C. Section 2701 et seq. “ Hazardous Substances ” shall mean all explosive materials , radioactive m a terials , hazardous or toxic materials, wastes, chemicals or substances , petroleum , petroleum by-products and petroleum products (including , without limitation , crude oil or any fraction thereof) , asbestos and asbestos-containing materials , radon , lead, polychlorinated biphenyls, and all materials, waste s, chemicals and substances that are regulated as hazardous by any En v ironmental Law, including , without limitation , hazardous materials listed in 49 C.F . R. Section 172.101 and mater i als defined as hazardous substances pursuant to Section 101(14) of CERCLA. “ Release ” shall mean any spilling, leaking , pumping , pouring , emitting, emptying, discharging , injecting , escaping, leaching , dumping , or disposing of Hazardous Substances into the Environment.

(B) Upon Landlord ’ s information and belief, as of the Commencement Date , the Premises are in compliance with all Environmental Laws and Landlord has not received an y notice from a governmental authority to the contrary. Tenant shall not suffer or permit to occur any violation of Environmental Laws by Tenant , its employees or contractors with respect to the Premises or Property. Tenant shall not Release any Hazardous Substance at , in , under , from , or on the Premises or Property. Other than in compliance with all Environmental Laws and only to the extent reasonable and customary in the ordinary course of Tenant ’ s business and the Permitted Use, Tenant shall not manufacture, generat e, treat or process any Hazardous Substances , on the Premises or Property. Tenant shall not utilize, store or handle any Hazardous Substances , on the Premises or Property except those which are reasonably necessary and customary in the ordinar y course of Tenant ’ s business and the Permitted Use, and provided that in doing so Tenant complies with all Environmental Laws. Tenant shall not install any underground storage tanks for any Hazardous Substances. Tenant shall indemnify , defend ( with counsel reasonabl y acceptable to Landlord and at Tenant ’ s sole cost) and hold harmless Landlord and its partners , managers , members , officers , directors, employees , agents , successors , grantees , assigns and mortgagees from any and all claims, demands , liabilities , damages , e x penses , fees , costs, fines , penalties , suits , proceedings , actions , causes of action and losses of any and every kind and nature , including , without limitation , diminution in value of the Propert y, damages for the loss or restriction on use of the rentable or usable space or of any amenity, natural resource damages, damages arising from any adverse impact on leasing space on the Premises or Property , and reasonable sums paid in settlement of claims and for attorney ’ s fees , consultant ’ s fees and expert ’ s fees that may arise during or after the Term or any extension of the Term in connection with any breach b y Tenant of the covenants contained in this section , the presence, R e lease or threatened Release of Hazardous Substances caused by Tenant , its employees or contractors at, in , under , from , to or on the Premises or Property , or any violation or alleged violation caused by Tenant , its emplo y ees or contractors of any Environmental Laws. For purposes of this section , the term “ costs ” includes , without limitation , costs , expenses and consultant ’ s fees , expert ’ s fees and reasonable attorney ’ s fees incurred in connection with any investigation of site conditions or any cleanup , remedial , removal , restoration , monitoring or maintenance work . This covenant of indemnity shall survive the termination of this Lease.

(C) Tenant shall immediately notify Landlord of an y Relea s e or threatened Release at , in , under , from, to or on the Premise s or Property caused by Tenant or of which Tenant has knowledge. Tenant shall immediately notify Landlord and provide copies upon receipt of all written complaints , claims, citations, demands, inquiries , reports, notices or requests for information relating to the condition of the Premises or compliance with Environmental Laws. Tenant shall immediately supply Landlord with copies of all notices , repo rts , correspondence, and submissions exchanged between Tenant and the United States Environmental Protection Agency , the United States Occupational Safety and Health Administration, and any other local, state, or federal authority which requires submission of any information pursuant to Environmenta l Laws. Tenant shall immediately notify Landlord of any actions brought against Tenant of which Tenant has knowledge and which pertains to Environmental Laws and Tenant’s activity at the Premises or Property and provide Landlord , from time to time upon Landlord ’ s request, with periodic updates as to the status of the same. Tenant shall keep the Premises free of any lien imposed pursuant to any Environmental Law and shall immediately notify Landlord of any such lien.

(D) Landlord and Landlord’s agents , servants , and employees including , without limitation , legal counsel and environmental consultants and engineers retained by Landlord , may (but without the obligation or duty so to do), upon reasonable notice (except in case of emergency when no notice shall be required) and from time to time , inspect the Premises and any documentation which Tenant is required by law to maintain with respect to any Hazardous Substance (including, without limitation, “ Material Safety Data Sheets ”) to determine whether Tenant is complying with Tenant’s obligations set forth in this section, and to perform environmental inspections and samplings. If Tenant is not in compliance with Tenant’s obligations set forth in this section or is otherwise in violation of any Environmental Laws then such shall constitute an Event of Default under the Lease and Landlord may (but without the obligation or duty to do so) , in addition to Landlord ’ s other remedies available under this Lease, at law or in equity , enter upon the Premises immediately and take such action as Landlord in its sole judgment deems appropriate and Landlord shall not be liable for any interference caused by Landlord’s entry and remediation efforts. The costs of any remediation performed by Landlord pursuant to this section (including, without limitation , transportation and storage costs) shall be paid by Tenant as Additional Rent on demand.

2 8 . FINANCIAL STATEMENTS. From time to time, but not more often than once each year, Tenant shall furnish Landlord within ten (10) business days of such request copies of financial statements showing Tenant's current financial condition and the results of the previous year 's operations which shall b e certified as true and correct by the chief financial officer, or other responsible officer, of Tenant . This Section 28 shall not apply to the Tenant originally named in this Lease so long as it remains a publicly traded company with current financial statements readily accessible by Landlord online.

29. BROKERS. Landlord utilized the services of Colliers International (the “L isting Broker ”) and Tenant utilized the services of Jones Lang LaSalle (the “ Non-Listing Broker ”) in connection with this Lease . Landlord and Tenant each represent to the other that they did not involve any other brokers in procuring this Lease. Landlord shall pay a commission to the Non-Listing Broker and the Listing Broker as is agreed to by the parties per a separate agreement. Tenant agrees to forever indemnify, defend and hold Landlord harmless from and against any commissions , liability, loss, cost, damage or expense (including reasonable attorneys ' fees) that may be asserted against or incurred by Landlord by any broker other than the Listing Broker and Non-Listing Broker as a result of any misrepresentation by Tenant hereunder. Landlord agrees to forever indemnify , defend and hold Tenant harmless from and against any commissions , liability , loss, cost , damage or e x pense (including reasonable attorneys' fees ) that ma y be asserted against or incurred by Tenant by any broker as a result of an y misrepresentation by Landlord hereunder.

30. MISCELLANEOUS.

(A) Time is of the essence of this Lease and each of its pr o vi s ions .

(B) This Lease and all covenants and agreements herein contained shall be binding upon, apply , and inure to the respective heirs , executors , successors, adm i nistrators and assigns of all parties to this Lease ; provided , however, that this Lease shall not inure to the benefit of any assignee, heir , administrator, devisee , legal representative , successor , transferee or successor of Tenant except upon the prior written consent of Landlord .

(C) This Lease contains the entire agreement of the parties , all other and prior representations, negotiations and agreements having been merged herein and extinguished hereby . No modification , waiver or amendment of this Lease or of any of its conditions or provisions shall be binding upon either party hereto unless in writing signed by both parties.

(D) The captions of sections and subsections of this Lease are for convenience only and shall not be deemed to limit, construe , affect or alter the meaning of such sections or subsections.

(E) Interpretation of this Lease shall be governed by th e laws o f the state or commonwealth in which the Premises is located , without regard to conflict o f laws . Tenant irrevocably submits to the nonexclusive jurisdiction of the courts of said state or commonwealth and agrees that all suits, actions, claims or proceedings may be heard and determined in such courts. Tenant waives any objection which it ma y have at any time to the laying of venue of any suit , action, claim or proceeding arising out of or relating to this Lease. The foregoing shall not be deemed to preclude Landlord from bringing any suit , action , claim or proceeding in connection with this Lease in an y other jurisdiction.

(F) This Lease is and shall be deemed and construed to be the joint and collective work product of Landlord and Tenant and , as such , this Lease shall not be construed against either party , as the otherwise purported drafter of same , by any court of competent jurisdiction in order to resolve any inconsistency , ambiguity , vagueness or conflict , if any , in the terms or provisions contained herein.

(G) In the event that either party thereto shall be delayed or hindered in or prevented from the performance of any act required hereunder by reason of strikes , lock-outs , labor troubles , inability to procure labor , inability to procure materials or equipment or reasonable substitutes therefore , failure of power , fire or other casualty , restrictive government laws or regulations , judicial orders , enemy or hostile government actions , riots , insurrection or other civil commotions , war or other reason of a like nature not at the fault of the party delayed in performing any act as required under the terms of this Lease ( “ Force Majeure ” ) , then performance of such act shall be excused for the period of delay and the period for the performance of any such act shall be extended for a period equivalent to the period of s uch dela y. Force Majeure shall not operate to excuse Tenant from the prompt payment o f Rent or any other payments required under the terms of this Lease .

(H) Tenant shall reimburse Landlord as Additional Rent within thirty (30) days after being invoiced therefor , together with copies o f reasonable supporting documentation for all reasonable out-of-pocket expenses , including without limitation reasonable legal , engineering or other professional services or expenses incurred by Landlord in connection with any requests by Tenant for consents or approvals hereunder.

(I) A final determination by a court of competent jurisdiction that any provision of this Lease is invalid shall not affect the validity of any other provision, and any provision so determined to be invalid shall, to the extent possible , be construed to accomplish its intended effect.

(J) If more than one person or entit y shall ever be Tenant , the liability of each such person and entity shall be joint and several.

(K) If Tenant is a corporation , a limited liability company, an association or a partnership , it shall , concurrently with the signing of this Lease , at Landlord's option, furnish to Landlord certified copies of the resolutions of its board of directors (or of the executive committee of its board of directors ) or consent of its members or partners authorizing Tenant to enter into this Lease. Moreover, each individual executing this Lease on behalf of Tenant represents and warrants that he or she is duly authorized to execute and deliver this Lease and that Tenant is a duly organized corporation , limited liability company , association or partnership under the laws of the state of its incorporation or formation, is qualified to do business in the jurisdiction in which the Building is located, is in good standing under the laws of the state of its incorporation or formation and the laws of the jurisdiction in which the Building is located , has the power and author i ty to enter into this Lease , and that all corporate or partnership action requisite to authorize Tenant to enter into this Lease has been duly taken .

(L) The submission of this Lease to Tenant is not an offer to lease the Premises , or an agreement by Landlord to reserve the Premises for Tenant. Landlord shall not be bound to Tenant until Tenant has duly executed and delivered an original Lease to Landlord and Landlord has duly e x ecuted and delivered an original Lease to Tenant.Notwithstanding the Commencement Date or 24 Cherry Hill Commencement Date contemplated in Section 1 hereof, this Lease shall take effect and be binding upon the parties hereto as of its execution and delivery.

(M) This Lease may be executed in any number of counterparts , and by different parties hereto on separate counterparts , each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Any signature to this Lease transmitted via facsimile (or other electronic means) shall be deemed an original signature and be binding upon the parties hereto.

(N) Tenant represents and warrants to Landlord that neither T e nant nor any of Tenant's members , shareholders or other equity owners , i s a person or entit y with whom U.S. persons or entities are restricted from do i ng business under regulation s of the Office of Foreign Asset Control ( “ OFAC”) of the Department of the Treasury ( including those named on OFAC's Specially Designated and Blocked Persons List) or under any statute, executiv e order (including the September 24, 2001 , Executive Order Blocking Property and Prohibiting Transactions with Persons Who Commit , Threaten to Commit , or Support Terrorism) , or other governmental action. Landlord represents and warrants to Tenant that neither Landlord nor any of Landlord ' s members , shareholders or other equity owners , is a person or entity with whom U.S . persons or entities are restricted from doing business under regulations of OFAC (including those named on OFAC ' s Specially Designated and Blocked Persons List) or under any s tatute , executive order (including the September 24, 2001 , Executive Order Blocking Property and Prohibiting Transactions with Persons Who Commit , Threaten to Commit, or Support Terrorism) , or other governmental action.

31. PARKING . Tenant shall be entitled to the non-exclusive use , on a first come-first serve basis , of no more than 2.6 parking spaces per 1 , 000 rentable square feet of the Premises in parking areas designated by Landlord . Landlord shall not be obligated to enforce parking limits . Tenant shall not use any parking space designated by Landlord as visitor parking or as exclusive to other parties. If Tenant uses parking in excess of that provided for herein , and if such excess use occurs on a regular basis , and if Tenant fails, after more than one (1) written notice from Landlord o f any one violation , to reduce its excess use of the parking areas , then such excess use shall constitute an Event of Default under this Lease without further notice or opportunity to cure such Event of Default. Subject to the approval of the Town of Danvers, if such approval is required , prior to the Commencement Date Landlord shall re-stripe the loading area adjacent to the Building to provide additional parking spaces to be used on a non-exclusive , first come-first serve basis as s hown on the plan attached hereto as Exhibit A-1 .

32 . SIGNAGE. Landlord, at Landlord ' s expense, shall provide Tenant building standard monument signage . In addition , Tenant , at Tenant's expense , sha ll be entitled to install one (1 ) identification sign in front and back of the Premises , the design , dimension and location of which shall be subject to Landlord ' s prior approval , not to be unreasonably with held , conditioned or delayed. Such signage shall be subject to all Applicable L aw and Tenant shall be solely responsible for obtaining all necessar y permits for such signage . Tenant shall maintain such signage in good condition and repair during the Term . Upon termination of this Lease, Tenant shall remove such signage and repair any damage caused thereby.

33. DELETED.

34. CERTAIN RIGHTS RESERVED TO LANDLORD . Landlord reserves the following rights, each of which Landlord may exercise without notice or liabilit y to Tenant , and the exercise of any such rights in accordance with the provisions hereof shall not be deemed to constitute an eviction or disturbance of Tenant ' s use or possession of the Premises and shall not give rise to any claim for set-off or abatement of Rent or any other claim: (a) to enter the Premises with reasonable advance prior notice, except in the case of emergency when no notice shall be required , for the purposes of examining the same or t o make repairs or alterations or to provide any service ; (b) to change the arrangement and / or locations of entrances , or passageways , doors and doorways , and corridors, windows, elevators , stairs , parking areas and any other common areas , (c ) to change the name or street address of the Building or the suite number of the Premises (provided that in such event due solely to Landlord's election and such change is not m a de by any other governmental or applicable authority, Landlord shall reimburse Tenant for all costs of changes in signage , company letterhead , and reasonable related costs) ; (d) to install , affix and maintain any and all signs on the exterior or interior of the Building ; ( e) to make repairs , decorations , alterations , additions or improvements, whether structural or otherwise , in , about and to the Building or common areas and for such purposes temporarily close doors , corridors and other areas of the Building and interrupt or temporarily suspend services or use of common areas ; (f) to retain at all times , and to use in appropriate instances, keys to all doors within and into the Premises (except that Tenant may designate proprietary areas within the Premises to which Landlord will not be permitted entrance unless accompanied by a representative of Tenant , unless in the case of emergency when no such accompaniment shall be required); (g) to grant to any person or to reserve unto itself the exclusive right to conduct any business or render any service in the Building; (h) to show the Premises at reasonable times during the last six (6) months of the term of this Lease , and , if vacated or abandoned , to prepare the Premises for reoccupancy; (i) to install, use and maintain in and through the Premises pipes , conduits, wires and ducts serving the Building; (j) to reasonably approve the weight, size and location of safes or other heavy equipment or other articles which may be located in the Premises and to determine the time and manner in which such articles may be moved in, about or out of the Building or Premises; and (k) to take any other reasonable action which Landlord deems necessary in connection with the operation , maintenance, marketing or preservation of the Premises or Building. The temporary reduction or elimination of Tenant ' s light, air or view for a period of ten business days or less shall not affect Tenant ' s liability under this Lease, nor shall it create any liability of Landlord to Tenant. In all actions taken by Landlord under this Section 34, Landlord shall use commercially reasonable efforts not to materially and adversely affect Tenant's use and occupancy of , and access to, the Premises.

35. LEASE COMMENCEMENT/ACCEPTANCE OF PREMISES. At Landlord's request, Landlord and Tenant shall enter into a commencement letter agreement (the “ Commencement Letter ” ) in form substantially similar to that attached hereto as Exhibit E . Tenant's failure to execute and return the Commencement Letter , or to provide written objection to the statements contained in the Commencement Letter , within fifteen (15) days shall be deemed an approval by Tenant of the statements contained therein.

36. WAIVER OF RIGHT TO JURY TRIAL. LANDLORD AND TENANT WAIVE THEIR RESPECTIVE RIGHTS TO A TRIAL BY JURY OF ANY CLAIM, ACTION, PROCEEDING OR COUNTERCLAIM BY EITHER PARTY AGAINST THE OTHER ON ANY MATTERS ARISING OUT OF OR IN ANY WAY CONNECTED WITH THIS LEASE, THE RELATIONSHIP OF LANDLORD AND TENANT , AND / OR TENANT'S USE OR OCCUPANCY OF THE PREMISES OR BUILDING (INCLUDING ANY CLAIM OF INJURY OR DAMAGE OR THE ENFORCEMENT OF ANY REMEDY UNDER ANY CURRENT OR FUTURE LAWS , STATUTES , REGULATIONS, CODES OR ORDINANCES) .

3 7 . RECORDING. Tenant shall not record this Lease without the prior written consent of Landlord. Upon Tenant ' s request , Landlord and Tenant shall execute and acknowledge a short form memorandum of this Lease for recording purposes provided Tenant also provides a recordable discharge or termination of such memorandum of lease to be filed upon the termination or expiration of this Lease.

[Signatures on following page]

IN WITNESS WHEREOF, the parties hereto have executed this Lease.

LANDLORD:		TENANT:

BROOKWOOD CHERRY HILL I, LLC,		ABIOMED, Inc.
a Delaware limited liability company		a Delaware corporation

By:	Brookwood Real Estate Partners, LLC,	By:	/s/ Michael Tomsicek
	its sole member	Name:	MICHAEL TOMSICEK
		Its:	VP – CFO ABIOMED
By:	Brookwood Real Estate Co., LLC,
	its managing member

By:	/s/ Kurt M. Zernich
	Kurt M. Zernich
	Authorized Signor

LANDLORD:

BROOKWOOD CHERRY HILL II, LLC,
a Delaware limited liability company

By:	Brookwood Real Estate Partners II , LLC,
	its sole member

By:	Brookwood Real Estate Co. II , LLC,
	its managing member

By:	/s/ Kurt M. Zernich
	Kurt M. Zernich
	Authorized Signor

EXHIBIT A

THE PREMISES

28 Cherry Hill Premises

Exhibit A

24 Cherry Hill Premises

Exhibit A

EXHIBIT A-1

Exhibit A - 1

EXHIBIT B

ADDITIONAL STIPULATIONS

This extension option is a part of the Lease dated February 2, 2017 by and between BROOKWOOD CHERRY HILL I, LLC and BROOKWOOD CHERRY HILL II, LLC (as tenants in common, “Landlord”) and ABIOMED, Inc. (“Tenant”) for the Premises located at 24-42 Cherry Hill Drive, Danvers, Massachusetts.

EXTENSION OPTION. So long as there exists no default beyond any applicable notice and cure periods, either at the time of exercise or on the first day of the Extension Term (as hereinafter defined) and Tenant has not assigned this Lease nor sublet the Premises in whole or in part, Tenant shall have the option to extend the Term for one (1) additional five (5) year period (the “Extension Term”) upon written notice to Landlord given not less than twelve (12) months and not more than fifteen (15) months prior to the expiration of the Term. If Tenant fails to exercise its option to extend the Term strictly within the time period set forth in this section, then Tenant' s option to extend the Term shall automatically lapse and be of no further force or effect. In the event that Tenant exercises the option granted hereunder, the Extension Term shall be upon the same terms and conditions as are in effect under this Lease immediately preceding the commencement of such Extension Term except that the Base Rent due from the Tenant shall be increased to Landlord's determination of Base Rent as provided herein, and Tenant shall have no further right or option to extend the Term or to any abatements, improvement allowance or other inducements. If Tenant timely exercises its option to extend the Term, then no later than thirty (30) days following receipt of Tenant's notice, Landlord shall notify Tenant in writing of Landlord's determination of the Base Rent for the Extension Term (“Landlord's Rental Notice”). If Tenant does not object to Landlord's determination of the Base Rent by written notice to Landlord within twenty (20) days after the date of Landlord's Rental Notice, then Tenant shall be deemed to have accepted the Base Rent set forth in Landlord's Rental Notice.

If Tenant timely objects to Landlord's Rental Notice, and the parties cannot agree on Base Rent for the Extension Term within thirty (30) days after Landlord receives Tenant's notice of objection, then the Term shall automatically be extended and Base Rent for the Extension Term shall be submitted to arbitration as follows: Base Rent shall be determined by impartial arbitrators (who shall be qualified real estate appraisers or brokers with at least ten (10) years of experience dealing with like types of properties in the market area), one to be chosen by the Landlord, one to be chosen by Tenant, and a third to be selected, if necessary, as below provided, and shall reflect the greater of (i) the rate that would be agreed upon between a landlord and a tenant on or about the date on which the Extension Term is to begin for a comparable term and for space comparable to the Premises in the Building and buildings comparable to the Building in the market area, taking into account any material economic differences between the terms of this Lease and any comparison lease, such as the manner, if any, in which the landlord under any such lease is reimbursed for operating expenses and taxes and (ii) the Base Rent payable during the last month of the current Term. The unanimous written decision of the two first chosen (without selection and participation of a third arbitrator), or otherwise the written decision of a majority of three arbitrators chosen and selected as aforesaid, shall be conclusive and binding upon Landlord and Tenant. Landlord and Tenant shall each notify the other of its chosen arbitrator within ten (10) days following the call for arbitration and, unless such two arbitrators shall have reached a unanimous decision within thirty (30) days after their designation, they shall select an impartial third arbitrator to determine the market value as herein defined. Such third arbitrator and the first two chosen shall render their decision within thirty (30) days following the date of appointment of the third arbitrator and shall notify Landlord and Tenant thereof, which decision shall be final and binding on the parties. Landlord and Tenant shall each pay the expenses of its own arbitrator and shall share the payment of expenses of the third arbitrator equally, regardless of the outcome of arbitration. If the dispute between the parties as to the Base Rent for the Extension Term has not been resolved before the commencement of the Extension Term, Tenant shall pay Base Rent for the Extension Term based upon the Base Rent designated by Landlord in the Landlord's Rental Notice until either (i) agreement of the parties as to the fair market rent, or (ii) decision of the arbitrators, as the case may be, at which time Tenant shall promptly pay any underpayment of Base Rent to Landlord, or Landlord shall credit the overpayment of Base Rent against the next installment of rental or other charges due to Landlord.

Exhibit B

EXHIBIT C

RULES AND REGULATIONS

1. The water and wash closets and other plumbing fixtures shall not be used for any purposes other than those for which they were constructed, and no sweepings, rubbish, rags or other substances (including, without limitation, coffee grounds) shall be thrown therein. All damages resulting from misuse of the fixtures shall be borne by Tenant if Tenant or its servants, employees, agents, visitors or licensees shall have caused the same.

2. No cooking (except for hot-plate and microwave cooking by Tenants' employees for their own consumption, the location and equipment of which is first approved by Landlord), sleeping or lodging shall be permitted by any tenant on the Premises. No tenant shall cause or permit any unusual or objectionable odors to be produced upon or permeate from the Premises.

3. Except as otherwise provided in the Lease, no inflammable, combustible, or explosive fluid, material, chemical or substance shall be brought or kept upon, in or about the Premises. Fire protection devices, in and about the Building, shall not be obstructed or encumbered in any way.

4. Canvassing, soliciting and peddling at the Property is prohibited and each tenant shall cooperate to prevent the same.

5. There shall not be used in any space, or in the public halls of the Building, either by any tenant or by its agents, contractors, jobbers or others, in the delivery or receipt of merchandise, freight, or other matters, any hand trucks or other means of conveyance except those equipped with rubber tires, rubber side guards, and such other safeguards as Landlord may require, and Tenant shall be responsible to Landlord for any loss or damage resulting from any deliveries to Tenant in the Building. Deliveries of mail, freight or bulky packages shall be made through the freight entrance or through doors specified by Landlord for such purpose.

6. Mats, trash or other objects shall not be placed in the public corridors. The sidewalks, entries, passages, elevators, public corridors and staircases and other parts of the Building which are not occupied by Tenant shall not be obstructed or used for any other purpose than ingress or egress.

7. Tenant shall not install or permit the installation of any awnings, shades, draperies and/or other similar window coverings, treatments or like items visible from the exterior of the Premises other than those approved by the Landlord in writing.

8. No vehicles or materials shall be permitted to block any sidewalks, driveways, loading docks or any other common area nor shall any vehicle be parked in the parking lot for longer than is necessary for the customary business purposes of Tenant. Landlord shall have the right, but not the obligation, to remove any vehicles and dispose of any materials, debris, or other items in violation of this section and such removal or disposal shall be at the sole risk of Tenant and Tenant shall pay the cost therefor to Landlord as Additional Rent upon demand.

9. Tenant shall not allow any signs, cards or placards to be posted, or placed within the Premises such that they are visible outside of the Premises except as specifically provided for in this Lease.

10. Tenant shall not construct, maintain, use or operate within said Premises or elsewhere in the Building or on the outside of the Building, any equipment or machinery which produces music, sound or noise which is audible beyond the Premises.

11. Bicycles, motor scooters or any other type of vehicle shall not be brought into the lobby or elevators of the Building or into the Premises except for those vehicles which are used by a physically disabled person in the Premises.

Exhibit C

12. All blinds for exterior windows shall be building standard and shall be maintained by Tenant.

13. No additional locks shall be placed upon doors to or within the Premises except as shall be necessary adequately to safeguard United States Government security classified documents stored with the Premises. The doors leading to the corridors or main hall shall be kept closed during business hours, except as the same may be used for ingress or egress. If Landlord provides a proximity card or key for the entry doors, Landlord may make a reasonable charge for such proximity cards or keys, and replacements. Tenant, upon termination of it tenancy, shall deliver to the Landlord all keys of offices, rooms and toilet rooms which have been furnished Tenant or which the Tenant shall have had made, and in the event of loss of any keys so furnished shall pay Landlord therefore.

14. Provided reasonable advance written notice is given to Tenant (except in an emergency, when notice may be given after the fact), Landlord reserves the right to temporarily shut down the air conditioning, electrical systems, heating, plumbing and/or elevators when necessary by reason of accident or emergency, or for repair, alterations, replacements or improvement, subject to the provisions of the Lease.

15. No carpet, rug or other article shall be hung or shaken out of any window of the Building and Tenant shall not sweep or throw or permit to be swept or thrown from the Premises any dirt or other substances into any of the corridors or halls, elevator, or out of the doors or windows or stairways of the Building. Tenant shall not use, keep or permit to be used or kept any foul or noxious gas or substance in the Premises, or permit or suffer the Premises to be occupied or used in a manner offensive or objectionable to Landlord or other occupants of the Building by reason of noise, odors and/or vibrations, or interfere in any way with other tenants or those having business therein, nor shall any animals or birds be kept in or about the Building. Smoking or carrying lighted cigars or cigarettes in the elevators of the Building is prohibited.

16. Landlord reserves the right to restrict access to the Building on weekdays outside of normal hours for the Building and at all hours on weekends and legal holidays; provided, however, that reasonable access for Tenant's employees and customers shall be accorded. Tenant shall be responsible for all persons for whom it requests access and shall be liable to Landlord for all acts of such persons.

17. Tenant agrees to keep all windows closed at all times and to abide by all rules and regulations issued by Landlord with respect to the Building's air conditioning and ventilation systems.

18. Tenant shall not conduct or give notice of any auction, liquidation, or going out of business sale in the Premises.

19. In the event it becomes necessary for the Landlord to gain access to the underfloor electric and telephone distribution system for purposes of adding or removing wiring, then upon request by Landlord, Tenant agrees to temporarily remove the carpet over the access covers to the underfloor ducts for such period of time until work to be performed has been completed. The cost of such work shall be borne by Landlord except to the extent such work was requested by or is intended to benefit Tenant or the Premises, in which case the cost shall be borne by Tenant.

Exhibit C

EXHIBIT D

WORK LETTER

1. Preparation of Plans . Tenant shall perform all work (“Tenant's Work”) necessary to prepare the Premises for Tenant's occupancy in accordance with plans and specifications prepared by a licensed architect and reasonably approved by Landlord. Tenant shall submit to Landlord a detailed floor plan layout together with working drawings (collectively, the “Plans”) for all Tenant's Work and all Tenant's Work and the Plans therefor shall be subject to Landlord's prior written approval, not to be unreasonably withheld, conditioned or delayed. All of Tenant's Work shall be deemed Alterations under the Lease.

Landlord will not unreasonably withhold, condition or delay its consent to a supported structure over the wetland portion of Property between the 28 Cherry Hill Premises and the 24 Cherry Hill Premises.

2. Tenant's Performance of Tenant's Work . Once the Plans have been approved by Landlord, Tenant shall promptly, and with all due diligence, perform Tenant's Work as set forth on the Plans, and, in connection therewith, the Tenant shall obtain all necessary governmental permits and approvals for Tenant's Work. Tenant shall have Tenant's Work performed by contractors approved by Landlord, which contractors shall maintain such insurance as the Landlord may reasonably require. Landlord approves Cianbro and Stantec as contractors for the Tenant's Work. Landlord shall have the right to prescribe such reasonable rules and regulations relative to the performance of Tenant's Work and any other work which the Tenant may perform under this Lease and Tenant shall abide by all such rules and regulations and shall use commercially reasonable efforts to cause all of its contractors to so abide. All of Tenant's Work shall be done strictly in accordance with the Plans and in a good and workmanlike manner and in compliance with all Applicable Law, court decisions, and orders and requirements of all public authorities and all insurance requirements set forth in the Lease. Except as may be otherwise shown on the Plans, Tenant shall perform Landlord' s Work using building standard materials, quantities and procedures then in use by Landlord. It shall be Tenant's obligation to obtain a certificate of occupancy or other like governmental approval for the use and occupancy of the Premises to the extent required by Applicable Law and upon substantial completion of Tenant's Work and Tenant shall submit to Landlord a copy of the same together with waivers of lien from all of Tenant's contractors in form adequate for recording purposes. Tenant shall also prepare and submit to Landlord promptly after Tenant's Work is substantially complete a set of as-built plans in both print and electronic forms showing the work performed by Tenant to the Premises including, without limitation, any wiring or cabling installed by Tenant or Tenant's contractor for Tenant's computer, telephone and other communication systems.

3. Tenant Allowance . Subject to the terms and conditions hereof, Landlord agrees to provide to Tenant an allowance equal to $432,060.00 (the “Tenant Allowance”). The Tenant Allowance shall be used and applied by Tenant solely on account of the cost of Tenant's Work. Provided that the Tenant (i) has opened for business in the Premises, (ii) has completed all of such Tenant's Work in accordance with the terms of this Work Letter, has paid for all of such Tenant's Work in full and has delivered to Landlord lien waivers from all persons who might have a lien as a result of such work in recordable form, (iii) has delivered to Landlord its certificate specifying the total cost of such Tenant's Work and all contractors, subcontractors and suppliers involved with Tenant's Work, together with evidence of such cost in the form of paid invoices, receipts and the like, (iv) has made written request for such payment on or before February 2, 2019, (v) is not otherwise in default under this Lease beyond the expiration of all applicable notice and cure periods, and (vi) there are no liens against Tenant's interest in the Lease or against the Building or arising out of Tenant's Work or any litigation in which Tenant is a party relating to the Premises, then within thirty (30) days after the satisfaction of the foregoing conditions, the Landlord shall pay to the Tenant the lesser of the amount of such costs so certified or the amount of the Tenant Allowance. Notwithstanding the foregoing, Tenant may elect to request installments of the Tenant Allowance be paid upon completion of phases of the Tenant's Work. Each installment paid by Landlord will be in the amount of Landlord's pro-rata share based on the ratio of the Tenant Allowance to the total cost of Tenant's Work (as evidenced by reasonably detailed documentation delivered to Landlord with the requisition first submitted by Tenant), less a retainage equal to the greater of the retainage set forth in the construction contract or ten percent (10%) of amount due under the construction contract, but in no event shall Landlord be required to pay more than the Tenant Allowance. Any final retainage amounts shall be paid by Landlord following substantial completion of Tenant's Work and satisfaction of the foregoing requirements with respect to a final installment.

Exhibit D

For the purposes hereof, the cost to be so reimbursed by Landlord shall include the hard costs of Tenant ' s Work and up to $64,809.00 of the Tenant Allowance may be used for Tenant's actual out-of-pocket engineering, architectural and permitting costs, cabling and wiring, but not the cost of any of Tenant's personal property, trade fixtures, or trade equipment. Landlord shall be under no obligation to apply any portion of the Tenant Allowance for any purposes other than as provided herein, nor shall Landlord be deemed to have assumed any obligations, in whole or in part, of Tenant to any contractors, subcontractors, suppliers, workers or materialmen. Further, in no event shall Landlord be required to pay any portion of the Tenant Allowance on account of any supervisory fees, overhead, management fees or other payments to Tenant, or any partner or affiliate of Tenant. Any portion of the Allowance which not requested or applied in compliance with the terms and conditions hereof on or before the second (2 ^nd ) anniversary of the 24 Cherry Hill Drive Commencement Date shall be retained by Landlord and forfeited by Tenant. Landlord shall be entitled to deduct from the Tenant Allowance an amount equal to the sum of: (i) one percent (1%) of the total cost of Tenant's Work for Landlord's out-of-pocket costs for supervision of Tenant's Work by Landlord's property management company, plus (ii) actual and reasonable third party expenses incurred by Landlord to review Tenant's Plans and Tenant's Work.

4. Hold Harmless . Tenant shall indemnify and hold Landlord harmless from and against any and all liability and claims of any kind for loss or damage to any person or property arising out of or occurring during construction of Tenant's Work. In addition, Landlord shall not be liable for injury or damage which may be sustained by the person or property of Tenant, its employees, agents, invitees or contractors, or any other person in or about the Premises, arising out of or during performance of Tenant's Work.

Exhibit D

EXHIBIT E

COMMENCEMENT LETTER

RE: Lease dated , between Brookwood Cherry Hill I, LLC and Brookwood Cherry Hill II, LLC (as tenants in common, “Landlord”) and ABIOMED, Inc. (“Tenant”) concerning the premises located at 24-42 Cherry Hill Drive, Danvers, Massachusetts.

In accordance with the above-referenced Lease, we request that you and/or the proper authority, please confirm the following statements:

1. The Commencement Date is deemed to be and the Expiration Date is , subject to extension as provided in this Lease.

2. Tenant acknowledges and agrees that as of the date of this letter (i) all improvements required by the Lease to be performed by Landlord to the Premises have been completed; and (ii) Tenant has accepted the Premises in its current condition.

Please confirm your agreement with the above terms of this letter by signing below and returning a copy to Landlord. Failure to execute this letter and deliver the same to Landlord shall be conclusive evidence against Tenant that the above statements are accurate and true.

	Sincerely,

	By:
	Name:
	Its:

AGREED TO & ACCEPTED BY:

ABIOMED, INC.
a Delaware corporation

By:
Name:
Its:

Exhibit E

EXHIBIT F

INITIAL HVAC WORK

28 Cherry Hill Drive HVAC Units

Landlord will address the following deficiencies:

Serial: 3206G50272

Heat exchanger, safety switches, ignition module, draft motor and cap.

Serial: 1606G20265

Heat exchanger, safety switches, ignition module, draft motor and cap, economizer motor and control, heavy vibration on economizer fan, loose mount on spider bracket.

Serial: 1094G1622

a .

Condenser fan motor and capacitor

4 .

Serial: 1506G30127

Condenser fan motor, cap, blade and gas valve, economizer motor and controls.

Serial: 2806G0334

Draft motor assembly and cap, economizer motor and controls.

Exhibit F

EXHIBIT G

TRANSFORMER WORK

Exhibit G

EXHIBIT G 1

TRANSFORMER REMOVAL WORK

(Landlord's Cost)

Exhibit G1

EXHIBIT G2

TRANSFORMER RELOCATION WORK

(Tenant’s Cost)


64623234v.6	Exhibit G2

Exhibit 10.2

FIRST AMENDMENT TO LEASE

THIS FIRST AMENDMENT TO LEASE (this " First Amendment "), dated as of December 14, 2017 (the " Effective Date "), is made and entered into by and between CHERRY HILL DRIVE OWNER, LLC, a Delaware limited liability company (" Landlord ") and ABIOMED, INC., a Delaware corporation (" Tenant ").

R E C I T A L S

A Landlord and Tenant are parties to that certain Lease dated as of February 2, 2017 " Lease ") for that portion of the office building located at 24-42 Cherry Hill Drive, Danvers, Massachusetts (the " Building ") consisting of 21,603 rentable square feet as more particularly described in the Lease (the " Existing Premises ").

B The Term of the Lease is scheduled to expire on August 31, 2022 (the " Expiration Date ") and Landlord and Tenant wish to extend the Lease Term for an additional period of thirty-six (36) full calendar months beyond the Expiration Date to expire on August 31, 2025 (the " New Expiration Date ").

C Tenant wishes to expand the Existing Premises to include the addition of the space consisting of approximately 6,607 rentable square feet in the Building commonly known as Suite 26 and identified on the plan attached hereto as Exhibit A (the " Expansion Premises ").

D Landlord and Tenant wish to make certain amendments and modifications to the terms and provisions of the Lease consistent with the foregoing as hereinafter set forth. The Lease, as modified by this First Amendment, is hereinafter referred to as the " Lease ." Capitalized terms not otherwise defined herein shall have the meanings given to such terms in the Lease.

AGREEMENT :

NOW, THEREFORE, in consideration of the premises, the sum of Ten Dollars and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged and confessed, Landlord and Tenant hereby agree as follows:

Term of the Lease; Extension Option .

(a) The Term of the Lease is hereby extended for an additional period of thirty-six (36) full calendar months beyond the Expiration Date to expire on the New Expiration Date (the " Extended Term "). Therefore, notwithstanding anything to the contrary contained in the Lease, the Term of Lease shall include the Extended Term and shall expire and terminate on the New Expiration Date (August 31, 2025) and all references in the Lease to the "Expiration Date" or the "expiration of the Term" or similar language shall be deemed to refer to the New Expiration Date, subject to the Extension Options set forth in Exhibit B of the Lease.

(b) The Extension Option set forth in Exhibit B of the Lease shall remain in full force and effect throughout the Extended Term and apply to the entire Premises (as expanded by this First Amendment), including any Offer Right Space (as defined in Exhibit B of this First Amendment) that may be added to the Premises, provided however, that:

The second paragraph of Exhibit B of the Lease shall be modified in its entirety to read as follows: “EXTENSION OPTIONS So long as there exists no default beyond any applicable notice and cure periods, either at the time of exercise or on the first day of the Extension Term (as hereinafter defined) and Tenant has not assigned this Lease nor sublet the Premises in whole or in part, Tenant shall have the option to extend the Term for up to two (2) consecutive periods of five (5) years each (each, an “Extension Term”) upon written notice to Landlord given not less than twelve (12)


{W6393204.9}	1

months and not more than fifteen ( 15) months prior to the expiration of the Term or first Extension Term, as applicable. If Tenant fails to exercise its first option to extend the Term strictly within the time period set forth in this section, then Tenant's first and second option to extend the Term shall both automatically lapse and be of no further force or effect. If Tenant exercises its first option to extend the Term but fails to exercise its second option to extend the Term strictly within the time period set forth in this section, then Tenant's second option to extend the Term shall automatically lapse and be of no further force or effect. In the event that Tenant exercises the option(s) granted hereunder, the applicable Extension Term shall be upon the same terms and conditions as are in effect under this Lease immediately preceding the commencement of such Extension Term except that the Base Rent due from the Tenant shall be increased to Landlord's determination of Base Rent as provided herein, and, other than the second extension option provided herein, Tenant shall have no further right or option to extend the Term or to any abatements, improvement allowance or other inducements. If Tenant timely exercises its option(s) to extend the Term, then no later than thirty (30) days following receipt of Tenant's notice, Landlord shall notify Tenant in writing of Landlord's determination of the Base Rent for such Extension Term ("Landlord's Rental Notice"). If Tenant does not object to Landlord's determination of the Base Rent by written notice to Landlord within twenty (20) days after the date of Landlord's Rental Notice, then Tenant shall be deemed to have accepted the Base Rent set forth in Landlord's Rental Notice”

All references in the third and fourth paragraphs of Exhibit B of the Lease to “the Extension Term” shall be modified to read “the applicable Extension Term”.

2. Premises; Tenant’s Percentage . Effective as of the later of (a) June 1, 2018, and (b) the date the Landlord delivers the Expansion Premises to Tenant in broom clean condition, free of all other tenants, occupants and their possessions (the “ First Amendment Commencement Date ”): (i) the definition of Premises as set forth in the Lease shall be amended by adding the Expansion Premises thereto, (ii) the term “Premises” shall be deemed the Existing Premises and the Expansion Premises, (iii) the Premises shall be deemed to consist of 28,210 rentable square feet, consisting of the Existing Premises (21,603 rentable square feet) and the Expansion Premises (6,607 rentable square feet), and (iv) Tenant’s Percentage shall be deemed to be 28.04%.

3. Base Rent . Effective as of the First Amendment Commencement Date, the Base Rent Tables appearing in Section 1 of the Lease shall be deleted in their entireties and shall have no further force or effect, and Tenant shall pay Base Rent for the entire Premises (the Existing Premises and the Expansion Premises) in accordance with the terms and conditions of the Lease in the following amounts applicable to the following periods:

Period	Base Rent (per annum)	Base Rent (per month)	Base Rent (per rentable square foot, per annum)
First Amendment Commencement Date – January 31, 2019	$362,780.60	$30,231.72*	$12.86
February 1, 2019 – January 31, 2020	$377,449.80	$31,454.15	$13.38
February 1, 2020 – January 31, 2021	$392,119.00	$32,676.58	$13.90
February 1, 2021 – January 31, 2022	$406,788.20	$33,899.02	$14.42
February 1, 2022 – August 31, 2022	$421,739.50	$35,144.96	$14.95
September 1, 2022 – August 31, 2023	$436,690.80	$36,390.90	$15.48
September 1, 2023 – August 31, 2024	$451,924.20	$37,660.35	$16.02
September 1, 2024 – August 31, 2025	$467,157.60	$38,929.80	$16.56


{W6393204.9}	2

*In the event the First Amendment Commencement Date occurs on a day other than the first day of a calendar month, the monthly Base Rent payment for such month shall be pro-rated based on the number of days occurring in such month from and after the First Amendment Commencement Date in relation to the total number of days in such month.

4. Condition of the Expansion Premises; Improvement Allowance .

(a) Condition of the Expansion Premises . Tenant hereby acknowledges and agrees that it hereby accepts the Expansion Premises in such “AS IS, WHERE IS” condition as exists on the date hereof. Further, Tenant specifically acknowledges and agrees that no provision of the Lease concerning (i) improvements, alterations and/or additions to be performed or provided by Landlord or at Landlord’s expense, (ii) tenant improvement allowances, (iii) reimbursement allowance, or (iv) free rent or other rent concession shall have any application whatsoever to the Expansion Premises or this First Amendment, except as specifically set forth in this First Amendment. Notwithstanding the foregoing, the Expansion Premises shall be delivered to Tenant with all Building systems serving the Expansion Premises in good working order, provided however, Tenant hereby acknowledges and agrees that the Expansion Premises are not served by any uninterrupted power supply systems or generators and Landlord shall have no obligation with respect to same.

(b) Improvement Allowance . In the event, after the First Amendment Commencement Date, Tenant makes any alterations, additions or improvements to the Existing Premises or the Expansion Premises (which alterations and improvements shall be subject to the terms and conditions of Section 21 of the Lease), Landlord shall reimburse Tenant up to $108,015.00 (the “ Improvement Allowance ”) for the costs incurred by Tenant in connection with such alterations, additions or improvements, including all so-called hard and soft costs, cabling, telecommunications/data wiring, moving costs and the like. Such reimbursement shall occur within thirty (30) days after Landlord has received (i) a written certificate from Tenant specifying the work performed, (ii) written documentation reasonably satisfactory to Landlord that such work was completed and paid for by Tenant (it being agreed that copies of paid invoices shall be sufficient evidence of such payment), and (iii) duly executed unconditional lien waivers from all general contractors, subcontractors and materialmen performing work on the Existing Premises or the Expansion Premises. Any portion of the Improvement Allowance which has not been requested or applied in compliance with the terms and conditions of this Section 4(b) by December 1, 2020 shall be retained by Landlord and forfeited by Tenant.

5. Right of First Offer . From and after the Effective Date, Tenant shall have the right to be offered the opportunity to lease additional space in the Building pursuant to the terms and conditions of the Right of First Offer attached hereto as Exhibit B .

6. Right of First Offer to Purchase the Property; Right to Purchase the Property .

(a) Right of First Offer to Purchase the Property .

(1) Tenant shall have a right of first offer to purchase the Property throughout the Term of the Lease, as it may be extended, in strict accordance with this Section 6(a). If, after the Effective Date and provided the Lease is in full force and effect, there exists no Event of Default by Tenant, Landlord determines to offer the Property for sale, in Landlord’s sole and absolute discretion, without any obligation to do so, Landlord shall, in accordance with this Section 6(a), offer to sell the Property to Tenant by sending to Tenant a written notice (the “ Proposed Sale Notice ”) which shall (i) state Seller’s intent to offer the Property for sale, (ii) state the Sale Price, as hereinafter defined in Section 6(c) in effect at such time, and basis for the determination of such Sale Price and (iii) include a Purchase and Sale Agreement in the form attached hereto as Exhibit C with the Sale Price and other applicable terms inserted (the “ Purchase and Sale Agreement ”), prior to offering to sell the Property to any other party except as provided in the following sentence. The provisions of this Section 6(a) shall not apply to the following: (a) any sale or transfer of the Property to any entity which controls, is controlled by, or under common control with Landlord or with R.J. Kelly Co., Inc. or their respective affiliates (“ Landlord Affiliates ”); (b) the grant of a mortgage of the Property to any mortgagee; or (c) a foreclosure of any mortgage encumbering, or the execution and delivery by Landlord of a deed in lieu or contemplation of foreclosure in regard to, Landlord’s interest in the Property.


{W6393204.9}	3

(2) Tenant shall have ten (10) days after receipt of the Proposed Sale Notice to (i) give Landlord written notice (“ Tenant’s Acceptance Notice ”) accepting the terms set forth in the Proposed Sale Notice (which terms must conform to the computation of the Sale Price as set forth in Section 6(c)), (ii) deliver the Purchase and Sale Agreement executed by Tenant, and (iii) deliver a deposit in the amount of Five Hundred Thousand and 00/100 Dollars ($500,000.00) (the “ Deposit ”) to the escrow agent designated in the Purchase and Sale Agreement, which Deposit shall be refundable to Tenant solely upon the terms and conditions set forth in the Purchase and Sale Agreement. If Tenant has not delivered the Tenant’s Acceptance Notice, the executed Purchase and Sale Agreement and the Deposit as provided in the immediately preceding sentence within such ten (10) day period, then such failures shall be treated as if Tenant did not give a timely Tenant’s Acceptance Notice, and Landlord shall be free to sell the Property unencumbered by the provisions of this Section 6 upon terms and conditions acceptable to Landlord in its sole and absolute discretion, and Tenant shall have no further right to purchase the Property under this Lease, except as provided in Section 6(a)(3) below to the extent applicable. For purposes of clarification, in the event Landlord is entitled to offer to sell the Property to any third party, Landlord shall not be limited to any particular sale price and Landlord may accept any price or other terms and conditions in Landlord’s sole and absolute discretion.

(3) Notwithstanding anything to the contrary herein contained, for so long as Cherry Hill Drive Owner, LLC, or any Landlord Affiliates, is the Landlord hereunder, Tenant shall again have the right of first offer to purchase the Property and Landlord shall provide Tenant with an additional Proposed Sale Notice and shall otherwise comply with the procedures set forth in this Section 6(a) if (a) Landlord does not accept an offer to sell the Property on or before the date six (6) months days after Tenant receives the Proposed Sale Notice, or (b) Landlord does not close the sale of the Property within nine (9) months after Tenant receives the Proposed Sale Notice (a “ Re-Offer Event ”). Upon the occurrence of a Re- Offer Event, Landlord shall re-offer the Property to Tenant in accordance with the procedures set forth in this Section 6(a).

(b) Right to Purchase the Property.

(1) At any time throughout the Term of this Lease, as it may be extended, Tenant shall have the right to purchase the Property for the Sale Price, in strict accordance with this Section 6(b). If, after the Effective Date and provided the Lease is in full force and effect, and there exists no Event of Default by Tenant, Tenant shall have the right to purchase the Property by providing Landlord with a written notice stating Tenant’s intention to Purchase the Property pursuant to this Section 6(b) and requesting a determination of Sale Price from Landlord (“ Tenant’s Purchase Notice ”). Within five (5) days following Landlord’s receipt of Tenant’s Purchase Notice, Landlord shall provide Tenant a written response (the “ Landlord’s Purchase Notice Response ”) which shall (i) state the Sale Price in effect at such time, and basis for the determination of such Sale Price, which must comply with the provisions for such determination set forth in Section 6(c) below, and (ii) include the Purchase and Sale Agreement (as defined in Section 6(a) above) with the Sale Price and other applicable terms inserted.

(2) Tenant shall have ten (10) days after receipt of Landlord’s Purchase Notice Response to (i) deliver the Purchase and Sale Agreement executed by Tenant, and (ii) deliver a deposit in the amount of Five Hundred Thousand and 00/100 Dollars ($500,000.00) (the “ Deposit ”) to the escrow agent designated in the Purchase and Sale Agreement. If Tenant has not delivered the executed Purchase and Sale Agreement and the Deposit as provided in the immediately preceding sentence within such ten (10) day period, then such failures shall be treated as if Tenant has rescinded the Tenant’s Purchase Notice, and this Section 6(b) shall be null and void and terminated in all respects, and Landlord shall have no further obligation to sell the Property to Tenant pursuant to this Section 6(b).


{W6393204.9}	4

(3) Notwithstanding the foregoing, Tenant hereby acknowledges and agrees that, so long as Landlord has fully and timely complied with all of the terms, covenants and conditions of Sections 6(a) above, if Landlord has entered into a written agreement with a third party to purchase and sell the Property (a “ Third Party Purchase and Sale Agreement ”), Tenant shall not have the right to purchase the Property pursuant to this Section 6(b) (and any exercise thereof shall be null and void in all respects) so long as such Third Party Purchase and Sale Agreement remains in effect and a Re-Offer Event has not occurred. If such Third Party Purchase and Sale Agreement is terminated for any reason or a Re-Offer Event (as described in Section 6(a) above) occurs, Tenant’s right to purchase the Property pursuant to this Section 6(b) shall be restored and have full force and effect. Landlord hereby agrees to give written notice to Tenant if Landlord enters into a Third Party Purchase and Sale Agreement and, upon request, shall keep Tenant reasonably informed of the status of such Third Party Purchase and Sale Agreement.

(c) Sale Price . For purposes of this Section 6, the “Sale Price” shall mean the sum of (1) the Base Price in effect on the date the Proposed Sale Notice or the Tenant’s Purchase Notice, as applicable, is given, (2) the Total Unamortized Tenant Improvements in effect at such time, (3) the Total Unamortized Leasing Commissions in effect at such time, and (z) the Total Unamortized Capital Investments in effect at such time. Within thirty (30) days following written request by Tenant, Landlord agrees to provide Tenant a schedule (certified as true and accurate by Landlord) setting forth in reasonable detail the Total Unamortized Tenant Improvements, the Total Unamortized Leasing Commissions, and the Total Unamortized Capital Investments in effect at the time of such request, provided however, Landlord shall not be obligated to respond to more than two (2) such requests in any twelve (12) month period.

(i)

The “Base Price” (the “ Base Price ”) in effect for a particular period in the Lease Term (and any extensions thereof, as the case may be) shall mean the amount set forth in the table below applicable to such period:

Period	PSF Price	Base Price
January 1, 2018 – December 31, 2018	$150.00	$15,092,850.00
January 1, 2019 – December 31, 2019	$154.50	$15,545,635.50
January 1, 2020 – December 31, 2020	$159.14	$16,012,507.66
January 1, 2021 – December 31, 2021	$163.91	$16,492,460.29
January 1, 2022 – December 31, 2022	$168.83	$16,987,505.77
January 1, 2023 – December 31, 2023	$173.89	$17,496,637.91
January 1, 2024 – December 31, 2024	$179.11	$18,021,869.09
January 1, 2025 – December 31, 2025	$184.48	$18,562,193.12
January 1, 2026 – December 31, 2026	$190.01	$19,118,616.19
January 1, 2027 – December 31, 2027	$195.71	$19,692,144.49
January 1, 2028 – December 31, 2028	$201.58	$20,282,778.02
January 1, 2029 – December 31, 2029	$207.63	$20,891,522.97
January 1, 2030 – December 31,2030	$213.86	$21,518,379.34
January 1, 2031 – December 31, 2031	$220.28	$22,164,353.32
January 1, 2032 – December 31, 2032	$226.88	$22,828,438.72
January 1, 2033 – December 31, 2033	$233.69	$23,513,654.11
January 1, 2034 – December 31, 2034	$240.70	$24,218,993.30
January 1, 2035 – August 31, 2035	$247.92	$24,945,462.48


{W6393204.9}	5

(ii)

The “Total Unamortized Tenant Improvements” (the “ Total Unamortized Tenant Improvements ”) means the sum of all Unamortized Tenant Improvements (as calculated below) for each lease in connection with additions, improvements or alterations made to tenant spaces in the Building from and after the Effective Date (the “ Tenant Improvement Costs ”). The calculation of the Unamortized Tenant Improvements for each lease (the “ Unamortized Tenant Improvements ”) shall be made by (a) taking the total of all Tenant Improvement Costs for such lease, (b) fully amortizing such amount on a so-called straight line basis, using an annual rate of interest of nine percent (9%), over the applicable term of such lease to establish a monthly payment therefor, and (c) calculating the remaining principal balance of such Tenant Improvement Costs as of the applicable date. Such remaining principal balance shall be the Unamortized Tenant Improvements for such lease.

(iii)

The “Total Unamortized Leasing Commissions” (the “ Total Unamortized Leasing Commissions ”) means the sum of all Unamortized Leasing Commissions (as calculated below) for each lease in connection with brokerage commissions paid by Landlord for leases of space in the Building from and after the Effective Date (the “ Leasing Commissions ”). The calculation of the Unamortized Leasing Commissions for each lease (the “ Unamortized Leasing Commissions ”) shall be made by (a) taking the total of all Leasing Commissions for such lease, (b) fully amortizing such amount on a so-called straight line basis, using an annual rate of interest of nine percent (9%), over the applicable term of such lease to establish a monthly payment therefor, and (c) calculating the remaining principal balance of such Leasing Commissions as of the applicable date. Such remaining principal balance shall be the Unamortized Leasing Commission for such lease.

(iv)

The “Total Unamortized Capital Investments” (the “ Total Unamortized Capital Investments ”) means the sum of all Unamortized Capital Investments (as calculated below) in connection with capital improvements and/or investments made to the Building from an after the Effective Date (the “ Capital Costs ”). The calculation of the Unamortized Capital Investment (the “ Unamortized Capital Investment ”) for each Capital Cost shall be made by (a) taking the particular Capital Cost, (b) fully amortizing such Capital Cost on a so-called straight line basis, using an annual rate of interest of nine percent (9%), over the useful life of such item (as determined by generally accepted accounting principles) to establish a monthly payment therefor, and (c) calculating the remaining principal balance of such Capital Costs as of the applicable date. Such remaining principal balance shall be the Unamortized Capital Investment for such particular Capital Cost.

(d) Landlord and Tenant hereby acknowledge and agrees that if Tenant delivers the Purchase and Sale Agreement pursuant to Sections 6(a) and 6(b) above and then defaults in the performance of its obligations under such Purchase and Sale Agreement beyond the expiration of all applicable notice and cure periods, or otherwise terminates such Purchase and Sale Agreement (other than a termination by reason of a default of Landlord thereunder), this Section 6 shall be deemed to be null and void and terminated in all respects and Landlord shall have no further obligation to offer or sell the Property to Tenant.

(e) Landlord and Tenant hereby acknowledge and agree that, so long as Landlord has fully and timely complied with all of the terms, covenants and conditions of Sections 6(a) and (b) above, upon the sale or transfer of the Property to any third party, including without limitation, the sale or transfer to a mortgagee or a buyer pursuant to a foreclosure of any mortgage encumbering the Property, or the execution and delivery by Landlord of a deed in lieu or contemplation of foreclosure in regard to, Landlord’s interest in the Property, this Section 6 shall be deemed to be terminated in its entirety and shall have no further force and effect and any subsequent owner of the Property shall own the Property unencumbered by the terms and conditions of this Section 6. Notwithstanding the foregoing, this Section 6(e) shall not apply to sales or transfers to Landlord Affiliates.


{W6393204.9}	6

(f) If Landlord shall record an affidavit in the Essex South Registry of Deeds stating that: (A)(i) Landlord has sent the Proposed Sale Notice to Tenant in accordance with the requirements of Section 6(a) above, and (ii) Landlord has not received Tenant’s Acceptance Notice within the time period specified herein (or that Tenant has given Tenant’s Acceptance Notice but defaulted in the performance of its obligations under Section 6(a), defaulted in the performance of its obligations under the Purchase and Sale Agreement or otherwise terminated the Purchase and Sale Agreement), or (B)(i) Landlord has sent the Landlord’s Determination of Sale Price to Tenant in accordance with the requirements of Section 6(b) above, and (ii) Landlord has not received the executed Purchase and Sale Agreement from Tenant within the time period specified herein (or that Tenant has given the executed Purchase and Sale Agreement but defaulted in the performance of its obligations under Section 6(b), defaulted in the performance of its obligations under the Purchase and Sale Agreement or otherwise terminated the Purchase and Sale Agreement), then, with respect solely to any third party relying on such affidavit, such affidavit shall be conclusive as to (1) compliance of Landlord with the requirements of this Section 6, and (2) termination of Tenant’s rights under this Section 6, and such third party shall be entitled to rely on same.

(g) The rights under this Section 6 are personal to Abiomed, Inc. (the Tenant named herein) and any assignee of Tenant’s interest under the Lease pursuant to a Permitted Transfer, and may not be exercised by another person or entity.

(h) Time is of the essence with respect to all terms and conditions of this Section 6, including without limitation, the exercise of any rights and the performance of obligations hereunder.

7. Condition Precedent to Expansion; Delay in First Amendment Commencement Date . Landlord shall use commercially reasonable efforts to cause the First Amendment Commencement Date to occur by June 1, 2018 (the “ Target Commencement Date ”). However, Tenant hereby acknowledges and agrees that to accommodate Tenant’s desired expansion of the Premises contemplated by this First Amendment, it will be necessary for Landlord to move the tenant presently occupying the Expansion Premises, North of Boston Library Exchange, Inc. (“ NOBLE ”), to alternate space in the Building presently occupied by another tenant (the “ NOBLE Relocation Premises ”), Bioceutica, LLC (“ Bioceutica ”), and to move NOBLE into the NOBLE Relocation Premises it will be necessary for Bioceutica to agree to terminate its lease of the NOBLE Relocation Premises. Tenant hereby acknowledges and agrees that, despite Landlord’s commercially reasonable efforts, Landlord cannot assure the Tenant nor guaranty that the First Amendment Commencement Date will occur by the Target Commencement Date. Accordingly, notwithstanding any terms or conditions of this First Amendment to the contrary, in the event Landlord is unable to deliver the Expansion Premises to Tenant by the Target Commencement Date for any reason whatsoever, the Lease (including this First Amendment) remains in full force and effect and Landlord shall not be liable to Tenant for any resulting loss or damage. For purposed of this Section 7, the First Amendment Commencement Date shall be referred to as the “ Rent Commencement Date ”. Anything in this Lease to the contrary notwithstanding, if the First Amendment Commencement Date has not occurred by August 1, 2017, then for each day of delay thereafter, the Rent Commencement Date shall be extended by one-half of one day as to the Expansion Premises only, and if the First Amendment Commencement Date has not occurred by September 1, 2017, then for each day of delay thereafter, the Rent Commencement Date shall be extended by one day as to the Expansion Premises only. For purposes of clarity, the parties agree that the annual Base Rent for the Expansion Premises to be used in calculating such abatement is One Hundred Twenty Five Thousand Two Hundred Two and 65/100 Dollars ($125,202.65).

8. Condition Precedent . Notwithstanding any term or condition of this First Amendment to the contrary, Tenant hereby acknowledges and agrees that the effectiveness of this First Amendment is conditioned upon Landlord (a) entering into a written agreement with NOBLE , the tenant presently occupying the Expansion Premises, wherein NOBLE agrees to relocate from the Expansion Premises to the NOBLE Relocation Premises (the “ NOBLE Relocation Agreement ”), and (b) entering into a written agreement with Bioceutica, wherein Bioceutica agrees to terminate its lease early (the “ Bioceutica Early Termination Agreement ”). If, for any reason the Landlord does not enter into the NOBLE Relocation Agreement or the Bioceutica Early Termination Agreement, Landlord may rescind its execution of this First Amendment by written notice thereof to Tenant, whereupon the Lease shall remain in full force and effect as if this First Amendment was never executed. Landlord agrees to use commercially reasonable efforts to enter into the NOBLE Relocation Agreement and the Bioceutica Early Termination Agreement prior to February 28, 2018.


{W6393204.9}	7

9. Notices . From and after the Effective Date, all notices to Landlord and remittances of payments shall be sent as follows:

Notice Address of Landlord :

Cherry Hill Drive Owner LLC

c/o RJ Kelly Company

55 Cambridge Street

Burlington, MA 01803

Landlord’s Remittance Address :

Mailing Instructions:

Cherry Hill Drive Owner LLC

c/o RJ Kelly Company

55 Cambridge Street

Burlington, MA 01803 Attn: Accounts Receivable

Wire/ACH Instructions:

Cambridge Savings Bank 1374 Massachusetts Ave.

Cambridge, MA 02138

ABA #2113-7112-0

Account Title: Cherry Hill Drive Owner LLC

Account Address: 55 Cambridge Street, Burlington, MA 01803 Account Number: 10835075

10. Broker . Landlord and Tenant each represents and warrants to the other that, except for Jones Lang LaSalle (the “ Broker ”), it has had no dealing with any other broker or agent in connection with the negotiation or execution of this First Amendment, and Tenant agrees to indemnify and hold Landlord harmless from and against any claims by any broker, agent or other person claiming a commission or other form of compensation by virtue of having dealt with Tenant with regards to this leasing transaction, except for the Broker. Any commission owed to the Broker shall be paid by Landlord pursuant to separate agreement.

11. Counterparts; PDF Signatures . This First Amendment may be executed in two (2) or more counterparts, each of which shall be an original but such counterparts together shall constitute one and the same instrument notwithstanding that both Landlord and Tenant are not signatories to the same counterpart. PDF signatures shall be binding as originals.

12. Ratification . Except as amended by this First Amendment, all other terms, conditions, covenants and provisions as appear in the Lease are hereby ratified and confirmed and shall remain unchanged.

13. Successors and Assigns . This First Amendment shall be binding upon and inure to the benefit of the parties hereto and their heirs, successors and permitted assigns.

14. SNDA . Concurrently with execution of this First Amendment by Landlord, Landlord shall, at Landlord’s sole cost and expense, have the existing mortgagee of the Property enter into a subordination, attornment and non-disturbance agreement (“ SNDA ”) with Tenant, on such mortgagee’s customary form thereof subject to Tenant’s commercially reasonable modifications to such form, provided however, Landlord and Tenant hereby acknowledge and agree that the form of SNDA dated July 25, 2017 by and among Landlord, Tenant and Cambridge Savings Bank shall be deemed to be an acceptable form of SNDA. Section 20 of the Lease shall remain in full force and effect with respect to any future mortgages which may encumber the Property.


{W6393204.9}	8

15. Tenant Estoppel Certificate . Landlord and Tenant hereby acknowledge and agree that notwithstanding Section 2 of that certain Tenant Estoppel Certificate dated as of July 12, 2017 executed by Tenant and provided to Brookwood Cherry Hill I, LLC, Brookwood Cherry Hill Owner II, LLC, Landlord, and Cambridge Savings Bank, the Expiration Date of the Lease, prior to this First Amendment having force and effect, is August 31, 2022.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]


{W6393204.9}	9

IN WITNESS WHEREOF, the parties have caused this First Amendment to be duly executed under seal as of the date first written above.

LANDLORD:
CHERRY HILL DRIVE OWNER LLC,
a Delaware limited liability company
By		/s/ Brandon D Kelly
Name		Brandon D Kelly
Title		Authorized Signatory

TENANT:
ABIOMED, INC., a Delaware corporation

By:
Name
Title:


{W6393204.9}	10

IN WITNESS WHEREOF, the parties have caused this First Amendment to be duly executed under seal as of the date first written above.

LANDLORD:
CHERRY HILL DRIVE OWNER LLC,
a Delaware limited liability company
By
Name		Brandon D Kelly
Title		Authorized Signatory

TENANT:
ABIOMED, INC., a Delaware corporation


{W6393204.9}	11

EXHIBIT A

PLAN OF EXPANSION PREMISES

(Attached)


{W6393204.9}

Plan may not be to scale or depict the exact configuration

of walls within the space.

EXHIBIT B

RIGHT OF FIRST OFFER

So long as no Event of Default then exists under the Lease, Tenant will have the right during the Term (“ Offer Right ”) to be offered by Landlord the opportunity to lease that certain space in the Building consisting of (a) 11,269 rentable square feet (the “ Right of First Offer Space ”) identified and shown on the plan attached hereto as Schedule B-1 , (b) 24,070 rentable square feet (the “ Subordinate Right of First Offer Space ”) identified and shown on the plan attached hereto as Schedule B-1 , and (c) any other space in the Building (“ Other Right of First Offer Space ”) which becomes vacant or is available to lease (the Right of First Offer Space, the Subordinate Right of First Offer Space, and the Other Right of First Offer Space, collectively, the “ Offer Right Space ”). The Offer Right is subject to the terms and conditions set forth in this Exhibit B , provided however, Tenant hereby acknowledges and agrees that the Offer Right (a) solely with respect to the Subordinate Right of First Offer Space is subject and subordinate to Landlord’s right to first offer and lease such space to another tenant occupying, as of the Effective Date, no less than 35,000 rentable square feet space within a building owned by Landlord within the business park in which the Building is located (the “ Other Tenant ”), (b) and solely with respect to the Other Right of First Offer Space is subject and subordinate to any presently existing rights of existing tenants of the Building (individually, an “ Existing Tenant ” and, collectively, “ Existing Tenants ”). If at any time after the Effective Date Landlord receives a request for proposal to lease all or any portion of the Offer Right Space from a third party or wishes to offer the Offer Right Space to a third party, Landlord shall notify Tenant that such Offer Right Space is available for lease (the “ Available Space ”), such notice shall include the material terms and condition under which Landlord would be willing to lease such space to Tenant (including, without limitation, the rent per square foot), in Landlord’s sole and absolute discretion. Tenant must notify Landlord in writing within ten (10) business days of receiving Landlord’s notice whether Tenant desires to lease all (and not a portion) of the Available Space from Landlord. If Tenant notifies Landlord that Tenant does not desire to lease all (and not a portion) of the Available Space, or if Tenant does not respond in writing to Landlord’s notice within such ten (10) Business Day period, then Landlord may proceed with negotiating a lease with such third party from whom a request for proposal was received or any other party to whom Landlord wishes to extend an offer to lease such space and freely lease the Available Space without restriction and no further obligation to offer such Available Space to Tenant. If Tenant notifies Landlord in writing within such ten (10) Business Day period that Tenant desires to lease all of the Available Space (and not a portion), and Landlord accepts Tenant’s offer, the parties will thereafter negotiate Tenant’s lease of the Available Space from Landlord based upon the material terms and conditions set forth in Landlord’s notice, provided however, in the event any portion of the Available Space consists of the Subordinate Right of First Offer Space or the Other Right of First Offer Space and if the Other Tenant (with respect to the Subordinate Right of First Offer Space) or any Existing Tenant (with respect to the Other Right of First Offer Space) elects to lease such space, Landlord shall not be obligated to lease such space to Tenant and Tenant’s election to lease such space shall be null and void and have no force or effect. Landlord agrees that it will use commercially reasonable efforts to keep Tenant reasonably informed of the status of leasing the Subordinate Right of First Offer Space to the Other Tenant and the Other Right of First Offer Space to any Existing Tenant. Tenant acknowledges and agrees that Landlord may contemporaneously provide Tenant, the Other Tenant (solely with respect to the Subordinate Right of First Offer Space) and any Existing Tenants (solely with respect to the Other Right of First Offer Space) with a notice of Available Space (as described above) and, regardless of whether Tenant notifies Landlord of its desire to lease such Available Space, Landlord shall not be obligated to lease any portion of the Available Space which consists of the Subordinate Right of First Offer Space or the Other Right of First Offer Space to Tenant unless or until Landlord has determined, in Landlord’s commercially reasonable judgment, that the Other Tenant or any Existing Tenant does not wish to lease such space on terms and conditions which Landlord would accept.

If Landlord and Tenant fail to mutually agree upon the terms of Tenant’s lease of the Available Space and to execute a written amendment to this Lease within five (5) business days after the date that Landlord accepts Tenant’s offer notice, then Landlord shall be free to lease the Available Space without restriction after such five (5) business day period.


{W6393204.9}

Tenant's rights under this Exhibit B are exclusive to Tenant and any assignee of Tenant’s position under this Lease, whether through a Permitted Transfer or otherwise, and shall terminate if (i) the Lease or Tenant's right to possession of the Premises is terminated in accordance with the terms of this Lease or by mutual written agreement, or (ii) Tenant fails to timely exercise its option under this Exhibit B , time being of the essence with respect to Tenant's exercise thereof.

Notwithstanding any term or condition of the Lease or this Exhibit B to the contrary, Tenant hereby acknowledges and agrees that Landlord shall have no obligation under this Exhibit B to offer Tenant the right to lease any portion of the Offer Right Space in instances where a then existing tenant of the Building is occupying such space and Landlord offers such tenant the opportunity to renew its lease thereof or such tenant exercises a right to renew its lease for such space. Further, Landlord shall have no obligation under this Exhibit B to offer Tenant the opportunity to lease any portion of the Subordinate Right of First Offer Space or the Other First Offer Space unless or until Landlord has determined, in Landlord’s commercially reasonable judgement, that the Other Tenant (solely with respect to the Subordinate Right of First Offer Space) or any Existing Tenant (solely with respect to the Other Right of First Offer Space), as the case may be, does not wish to lease such space on terms and conditions which Landlord would accept.


{W6393204.9}

SCHEDULE B-1

Plan of Offer Right Space

(Identifying the Right of First Offer Space and the Subordinate Right of First Offer Space )


{W6393204.9}

EXHIBIT C

FORM OF PURCHASE AND SALE AGREEMENT

(Attached)


{W6393204.9}

PURCHASE AND SALE AGREEMENT

between

CHERRY HILL DRIVE OWNER, LLC, a Delaware limited liability company,

( as Seller)

and

ABIOMED, INC., a Delaware corporation

(as Buyer)

24-42 Cherry Hill Drive, Danvers, MA

as of ,


{W6394298.7}

Table of Contents

ARTICLE 1.	Description of Property
ARTICLE 2.	Sale Subject to Leases
ARTICLE 3.	Purchase Price and Payment
ARTICLE 4.	Conveyance of Title
ARTICLE 5.	Closing
ARTICLE 6.	Approvals and Conditions to Buyer's Obligations
ARTICLE 7.	Conditions to Closing
ARTICLE 8.	Default
ARTICLE 9.	Entire Agreement Herein
ARTICLE 10.	Damage or Destruction: Condemnation
ARTICLE 11.	Representations, Warranties and Covenants of Seller
ARTICLE 12.	Operations
ARTICLE 13.	Apportionment of Taxes and Other Charges
ARTICLE 14.	Broker
ARTICLE 15.	Recording
ARTICLE 16.	Notices
ARTICLE 17.	Captions
ARTICLE 18.	Successors and Assigns
ARTICLE 19.	Closing Costs
ARTICLE 20.	Governing Law
ARTICLE 21.	Multiple Counterparts
ARTICLE 22.	Representations and Warranties of Buyer
ARTICLE 23.	Post-Closing Obligations
ARTICLE 24.	Duties and Responsibilities of Escrow Agent
ARTICLE 25.	Waiver of Jury Trial
ARTICLE 26.	Like Kind Exchange
ARTICLE 27.	Business Days
ARTICLE 28.	Confidentiality
ARTICLE 29.	IRS Real Estate Sales Reporting
ARTICLE 30.	Limitations on Liability
ARTICLE 31.	Press Releases
ARTICLE 32.	Time of the Essence
ARTICLE 33.	Costs and Attorneys’ Fees
ARTICLE 34.	Waivers
ARTICLE 35	Severability


{W6394298.7}	- i -

Exhibits
Exhibit A	Legal Description of Real Property
Exhibit B	List of Personal Property
Exhibit C	List of Leases
Exhibit D	Form of Deed
Exhibit E	Form of Bill of Sale
Exhibit F	Form of Assignment and Assumption Agreement (re: Leases)
Exhibit G	Form of Assignment and Assumption Agreement (re: Contracts)
Exhibit H	Form of FIRPTA Affidavit
Exhibit I	List of Operating Contracts
Exhibit K	Form of Estoppel Certificate


{W6394298.7}	- ii -

PURCHASE AND SALE AGREEMENT

THIS AGREEMENT (the “ Agreement ”) made as of this ____ day of ___________,

(the “ Effective Date ”) by and between CHERRY HILL DRIVE OWNER, LLC, a

Delaware limited liability company ( “ Seller ”) and ABIOMED, INC. , a Delaware corporation

(“ Buyer ”).

WITNESSETH THAT, Seller owns the land described on Exhibit A hereto together with the buildings and improvements thereon, commonly known as 24-42 Cherry Hill Drive, Danvers, MA (the “ Improved Property ”).

WITNESSETH FURTHER THAT, Seller desires to sell and Buyer desires to purchase the Property (as hereinafter defined) on the terms and subject to the conditions set forth herein.

WITNESSETH FURTHER THAT, for the consideration hereinafter named, and for other good and valuable consideration, receipt of which is acknowledged hereby, the parties do hereby agree as follows:

ARTICLE 1. Description of Property : Seller agrees to sell and Buyer agrees to buy upon the terms and conditions hereinafter set forth:

The Improved Property, as more particularly described in Exhibit A attached hereto and incorporated herein by reference, (i) together with all right, title and interest of Seller in and to any land lying in the bed of any street (opened or proposed) adjacent to or abutting or adjoining each such premises, together with all rights, privileges, rights of way and easements appurtenant to each such premises, including, without limitation, any easements, rights of way or other interests in, on, or under any land, highway, alley, street or right of way abutting or adjoining the Improved Property (the " Real Property "), (ii) all buildings, structures and other improvements located thereon, together with all of the fixtures and other property affixed thereto (the " Improvements ", and, together with the Real Property, the " Premises "), (iii) all items of personal property owned by Seller and located on the Premises described in Exhibit B attached hereto and incorporated herein by reference (to the extent of Seller’s interest therein and to the extent assignable, collectively, the “ Personal Property ”) and (iv) any intangible and other property now or hereafter owned by Seller and used in the ownership or operation of the Premises, to the extent of Seller’s ownership interest therein and assignable without cost to Seller, including, without limitation, any plans and specifications, permits, licenses, approvals, authorizations, certificates of occupancy, guaranties, warranties, contracts, lease agreements, utility contracts, development rights, the non-exclusive rights to use any trade name or trademark associated with the Property (so long as Landlord has the right to convey such trade name or trademark) or other rights relating to the ownership, use or operation of the Premises (but excluding attorney and accountant work product) (collectively, the " Intangible Property "). The Improved Property, together with all items referred to in clauses (i), (ii) (iii) and (iv) are herein sometimes referred to as the " Property ."

ARTICLE 2. Sale Subject to Leases : Subject to the provisions of Article 4 hereof, the Premises will be conveyed subject to certain leases (hereinafter called the " Leases ") described in Exhibit C attached hereto and incorporated herein by reference, or as hereafter added pursuant to the provisions of Article 12 hereof.

ARTICLE 3. Purchase Price and Payment : (a) The total purchase price (the " Purchase Price ") for the Property is [ TO BE INSERTED ]. The Purchase Price shall be payable at the Closing, as hereinafter defined, in lawful currency of the United States of America in immediately available funds by wire transfer to an account or accounts designated by Seller.


{W6394298.7}	-1-

(b) As security for Buyer's performance hereunder, Buyer shall, within one (1) business day of the Effective Date, deposit Five Hundred Thousand and 00/100 Dollars ($500,000.00) (the “ Deposit ”) into escrow with [ TO BE INSERTED - TITLE COMPANY SELECTED BY BUYER ] (" Escrow Agent ") by wire transfer of immediately available federal funds into an account or accounts held by Escrow Agent. Escrow Agent shall hold the Deposit in an FDIC-insured interest-bearing money market account. Escrow Agent shall not commingle the Deposit with any other funds of Escrow Agent. All interest earned on the Deposit will be the property of Buyer and will be reported to the Internal Revenue Service as income of Buyer unless Seller retains the Deposit pursuant to the provisions hereof whereupon all interest earned on the Deposit shall be the property of Seller and will be reported to the Internal Revenue Service as income of Seller. Buyer and Seller will provide Escrow Agent with their respective taxpayer identification numbers and the party receiving such interest will pay all income taxes due by reason of interest accruing on the Deposit. If Buyer fails to deliver such Deposit to Escrow Agent within the time period required by the provisions hereof, then this Agreement shall, at Seller’s election in its sole discretion, terminate, Seller and Buyer shall have no further obligations or liabilities to each other hereunder. If the Closing does not occur, Escrow Agent shall disburse the Deposit to the party entitled thereto in accordance with the terms and conditions of this Agreement. If the Closing does occur, the Deposit shall be credited against the Purchase Price and disbursed to Seller as part of the Purchase Price. Escrow Agent's duties and responsibilities are governed by the terms of Article 24 hereof.

(c) The payment required at the Closing shall be increased or decreased, as the case may be, to account for all items to be apportioned or prorated pursuant to this Agreement.

ARTICLE 4. Conveyance of Title :

(a) At Closing, Buyer shall obtain from [ TO BE INSERTED – TITLE COMPANY SELECTED BY BUYER ] (the “ Title Company ”) an ALTA 2006 Owner’s Title Insurance Policy (the “ Title Policy ”) insuring that fee simple title to the Premises is vested in Buyer, in the full amount of the Purchase Price, with all standard and general printed exceptions deleted (subject only to the Permitted Exceptions) so as to afford full “extended form coverage”, together with such endorsements as Buyer shall reasonably request, and otherwise in a form and substance consistent with the Title Commitment (as defined herein). Notwithstanding anything contained herein to the contrary, the Premises shall be conveyed subject to the following matters, which shall be deemed to be “ Permitted Exceptions :”

(i)

the rights of tenants, as tenants only, under the Leases and any new Leases entered into between the date hereof and Closing in accordance with the terms of this Agreement;

(ii)

the lien of all ad valorem real estate taxes and assessments not yet due and payable as of the date of Closing, subject to adjustment as herein provided;

(iii)

local, state and federal laws, ordinances or governmental regulations, including but not limited to, building and zoning laws, ordinances and regulations, now or hereafter in effect relating to the Property;

(iv)

all matters, whether or not of record, that arise out of the actions of Buyer or its agents, representatives or contractors;

(v)

such state of facts as may be shown on the Survey (as defined herein), the Title Policy and/or the Title Commitment, or which would be disclosed by a physical inspection of the Property; and

(vi)

those matters which Seller is not obligated to remove as provided below.

(b) Notwithstanding the foregoing, all Voluntary Liens (defined below) will be satisfied by Seller on or prior to the Closing Date. For the purposes of this Agreement, a “ Voluntary Lien ” shall mean (i) any mortgage or deed of trust granted or assumed by Seller and encumbering the Property, (ii) any other monetary lien or monetary encumbrance, including mortgages, judgments and federal, state and municipal tax liens, first appearing on record during Seller’s ownership of the Property created or caused by Seller or that Seller has suffered to exist (such as a tenant’s mechanics’ lien attached to the fee estate of the Property (rightfully or wrongfully) that Seller could have required such tenant to remove but failed to do so) and (iii) all non-monetary liens and encumbrances which Seller has allowed to be placed on the Property without Buyer’s written consent from and after the Effective Date.


{W6394298.7}	-2-

ARTICLE 5. Closing : (a) Unless extended pursuant to the terms of this Agreement or earlier terminated, the closing of the transactions contemplated hereunder (the " Closing ") shall be conducted by Escrow Agent on the date which is fifteen (15) days after the Due Diligence Expiration Date (as defined herein) (the " Closing Date ").

(b) At the Closing, Seller shall deliver the following documents to the Title Company in the forms attached hereto properly executed and acknowledged as required with respect to each of the Improved Property:

(i)

Quitclaim deed (the “ Deed ”) in the form of Exhibit D , which Deed shall include customary Massachusetts quitclaim covenants;

(ii)

Bill of Sale in the form of Exhibit E ;

(iii)

Original Assignment and Assumption Agreement relating to the Leases and security deposits and accrued interest thereon to the extent required by the Leases or applicable law (collectively, the “ Security Deposits ”) in the form attached hereto as Exhibit F (the " Lease Assignment "), which will include provisions that the Buyer will indemnify the Seller for all claims, suits, obligations, liabilities, damages, losses, costs and expenses, including without limitation, reasonable attorneys’ fees and disbursements, based upon or arising out of, or resulting from Buyer’s breach of the terms and provisions of such Leases occurring on or after the Closing Date, and subject to the limitations set forth in Section 11(c) of this Agreement, Seller will indemnify the Buyer for all claims, suits, obligations, liabilities, damages, losses, costs and expenses, including without limitation, reasonable attorneys’ fees and disbursements, based upon or arising out of, or resulting from Seller’s breach of the terms and provisions of such Leases occurring prior to the Closing Date, except to the extent any of the foregoing relate to the condition of the Property, including without limitation, the interior, exterior and structure of all Improvements, and the condition of soils and subsoils;

(iv)

Originals (or copies, if originals are not in Seller’s possession) of all Leases, any renewals thereof and all amendments thereto to the extent in Seller’s possession or control will be delivered at the Premises;

(v)

Original Assignment and Assumption Agreement in the form attached hereto as Exhibit G relating to the Operating Contracts (as hereinafter defined) (the " Contract Assignment "), which will include provisions that the Buyer will indemnify the Seller for all claims, suits, obligations, liabilities, damages, losses, costs and expenses, including without limitation, reasonable attorneys’ fees and disbursements, based upon or arising out of, or resulting from Buyer’s breach of the terms and provisions of such Operating Contracts occurring on or after the Closing Date, and subject to the limitations set forth in Section 11(c) of this Agreement, Seller will indemnify the Buyer for all claims, suits, obligations, liabilities, damages, losses, costs and expenses, including without limitation, reasonable attorneys’ fees and disbursements, based upon or arising out of, or resulting from Seller’s breach of the terms and provisions of such Operating Contracts occurring prior to the Closing Date, except to the extent any of the foregoing relate to the condition of the Property, including without limitation, the interior, exterior and structure of all Improvements, and the condition of soils and subsoils;

(vi)

Certification of non-foreign status in the form attached hereto as Exhibit H and incorporated herein by reference;

(vii)

Evidence satisfactory to the Title Company that all necessary approvals and/or consents have been delivered and such other evidence reasonably satisfactory to the Title Company of Seller’s authority to convey the Premises pursuant to this Agreement ;

(viii)

All Security Deposits, together with accrued interest thereon if payable under the Leases or pursuant to applicable law;

(ix)

Affidavits (including a gap indemnity) sufficient for the Title Company to delete any exceptions for parties in possession (other than tenants under the Leases, as tenants only) and mechanics' or materialmen's liens from the Title Policy;


{W6394298.7}	-3-

(x)

A copy of a closing statement setting forth the Purchase Price, the closing adjustments and prorations and the application thereof at the Closing (the " Closing Statement ");

(xii)

The estoppel certificates to the extent obtained by Seller in accordance with the provisions of Article 7 below and not previously delivered;

(xiii)

Copy of standard tenant notification letter in a form to be drafted by Buyer and satisfactory to Seller; and

(xiv)

Such other instruments and documents as may be reasonably necessary in order to complete the Closing and to carry out the intent and purposes of this Agreement.

(c) At the Closing, Buyer shall deliver, or cause to be delivered, the following payment and documents, properly executed and acknowledged as required:

(i)

The Purchase Price as adjusted in accordance with the terms hereof shall be deposit with the Title Company in good funds by 3:00 p.m. local time at the Property. If the proceeds due from Buyer are not received by Seller in good funds by 3:00 p.m. local time at the Property on the Closing Date, and Seller elects to proceed to close the transaction notwithstanding Buyer’s late delivery of the Purchase Price, then Buyer shall be responsible for any additional interest or other costs imposed by Seller’s lender in connection with the payoff of any existing mortgage loan on the Property;

(ii)

An original of the Lease Assignment;

(iii)

An original of the Contract Assignment;

(iv)

A copy of the Closing Statement; and

(v)

Such other instruments and documents as may be reasonably necessary in order to complete the Closing and to carry out the intent and purposes of this Agreement.

ARTICLE 6. Approvals and Conditions to Buyer's Obligations :

(a) Property Diligence.

(i) From and after the Effective Date until the Closing or the earlier termination of this Agreement, Seller shall permit Buyer and its representatives, agents and contractors to inspect the Property (including, without limitation, inspections of all roofs, electrical, mechanical and structural elements, HVAC systems and other building systems located on or within the Improvements), to perform appraisals and due diligence (including, without limitation, any non-invasive water and air sampling analysis or other non-invasive environmental investigations of the Land and zoning investigations), to examine the books and records of Seller, Operating Contracts, governmental approvals, insurance policies, tax, utility and other bills, operating statements, and all other general records with respect to the Property (and to make copies thereof), and to perform such other inspections and investigations with respect to the Property as Buyer shall deem necessary or appropriate (the “ Due Diligence Items ”). Notwithstanding the foregoing, the Due Diligence Items shall not include the Excluded Items, as such term is defined below. Buyer acknowledges and agrees that any Due Diligence Items to be delivered or made available to Buyer or its agents are or shall be provided without representation or warranty of any kind, express or implied, as to the completeness or accuracy of the facts, presumptions, conclusions or other matters contained therein and that Buyer shall rely solely on its own investigations, reports and materials prepared by Buyer or any consultants engaged by Buyer and not on any Due Diligence Items provided to Buyer by Seller or its agents, provided however, Seller hereby agrees that such Due Diligence Items shall be true copies of what they purport to be. During the forty-five (45) days after the Effective Date (the “ Due Diligence Period ”), Buyer may perform surveys, architectural, engineering, non-invasive geotechnical, and property condition and environmental inspections and tests. To the extent that Buyer damages or disturbs the Property in connection with any such inspections or investigations, Buyer shall return the Property to substantially the same condition that it was in immediately prior to such damage or disturbance. Buyer shall indemnify, defend and hold harmless Seller from and against any and all expense, loss or damage which Seller incurs as a result of any entry onto the Property by Buyer or its representatives, agents or contractors, except to the extent that such expense, loss or damage arises out of any act or omission


{W6394298.7}	-4-

of Seller or the mere discovery of any pre-existing condition at the Property. For the purposes of this Agreement, the term “ Excluded Items ” shall mean: (i) materials relating to Seller’s marketing efforts for the sale of the Property, including communications and agreements with other potential purchasers, (ii) projections and other internal memoranda or materials, (iii) appraisals, budgets, Seller’s strategic plans for the Property, internal analyses (including Seller’s analyses with respect to its leasing of space in the Property), computer software, and submissions relating to Seller’s obtaining of internal authorizations, and property condition and engineering reports, and (iv) attorney and accountant work product, and all other materials subject to any legal privilege in favor of Seller.

(ii) Within five (5) business days after the Effective Date, Seller shall deliver to Buyer copies of the following items and materials to the extent such items and materials are in Seller’s possession or control and are not Excluded Items: the Leases, the Operating Contracts, Seller’s most recent title insurance policy for the Property, Seller’s most recent survey of the Property, all existing zoning reports or other zoning information with respect to the Property, all existing environmental reports with respect to the Property, and all governmental approvals. In addition, except for Excluded Items, Seller shall deliver to Buyer copies of any other items reasonably requested by Buyer to the extent the same are in Seller’s possession or control.

(iii) If the results of the inspections performed by or on behalf of Buyer pursuant to this Article 6(a) shall be unsatisfactory to Buyer in any respect, or if Buyer otherwise determines not to proceed to Closing, in each case as determined by Buyer in its sole and absolute discretion, Buyer shall have the right to terminate this Agreement at any time on or before 5:00 p.m. local time at the Property on the forty-fifth (45th) day of the Due Diligence Period (the “ Due Diligence Expiration Date ”) by giving written notice thereof to Seller, whereupon the Deposit shall be refunded to Buyer and neither party shall have any further obligations to the other hereunder, except for those obligations and liabilities of Buyer or Seller which expressly survive the Closing or the earlier termination of this Agreement. In the event Buyer fails to terminate this Agreement by the Due Diligence Expiration Date, Buyer shall be deemed to have waived any objection to the Due Diligence Items and the condition of the Property.

(b) Title and Survey Matters

(i) Promptly following the Effective Date, Buyer shall order (i) a commitment by the Title Company to issue an ALTA 2006 Owner’s Policy with respect to the fee simple interest in the Property in the full amount of the Purchase Price (the “ Title Commitment ”), together with complete and legible copies of all instruments and documents referred to therein as exceptions to title, and (ii) an ALTA survey (or an update to the Seller’s existing survey) with respect to the Property from a licensed surveyor in the jurisdiction in which the Property is located (the “ Survey ”). Buyer shall have the right from time to time to order such updates or supplements to the Title Commitment and the Survey as Buyer deems necessary. Buyer shall instruct each of the Title Company and the Surveyor to deliver copies of the Title Commitment and the Survey, and any supplements or updates thereto, to Seller.

(ii) At least five (5) business days prior to the Due Diligence Expiration Date, Buyer shall notify Seller of any matters identified in the Title Commitment or shown on the Survey (or any supplements or updates thereto) which Buyer finds objectionable in its sole and absolute discretion. Seller shall have two (2) business days from its receipt of a title objection notice from Buyer to notify Buyer in writing whether Seller commits to cause such objections to be removed from the land records or insured against (and with any matters proposed to be insured against by Seller or Title Company, in a manner satisfactory to Buyer in its sole discretion) at Closing, provided , however that Seller shall be obligated to remove or cause the removal from the land records of all Voluntary Liens at or prior to Closing. To enable Seller to make conveyance as herein provided, Seller may, at the time of delivery of the Deed, cause Escrow Agent to use the Purchase Price or any portion thereof to clear the title of any or all monetary liens and encumbrances, provided that all instruments so procured are recorded simultaneously with the delivery of said Deed or arrangements have been made for the subsequent recordation in accordance with usual conveyancing practices and the Title Company is ready, willing and able to issue the Title Policy to Buyer without any exceptions for such monetary liens and encumbrances. Except for Voluntary Liens, Seller shall have no obligation whatsoever to cure any title objections raised by Buyer. If, for any reason, Seller is unable or unwilling to take such actions as may be required to remedy or remove from the land records any title objections (other than Voluntary Liens) raised by Buyer, Seller shall give Buyer notice thereof, it being understood and agreed that the failure of Seller to give such notice within two (2) business days after receipt of Buyer’s notice of objection shall be deemed an election by Seller not to remedy any such matters. If Seller shall be unable or unwilling (or has been deemed to be unwilling) to remedy any matters (other than Voluntary Liens which Seller shall be obligated to cure


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or remove as provided herein) as to which Buyer has objected, Buyer may elect either (i) to terminate this Agreement by notice given to Seller by written notice on or before 5:00 p.m. local time at the Property on the Due Diligence Expiration Date, whereupon the Deposit shall be refunded to Buyer and neither party shall have any further obligations to the other hereunder, except for those obligations of Seller and Buyer which expressly survive the termination of this Agreement (the “ Surviving Obligations ”) or (ii) to proceed to Closing in accordance with the terms and conditions of this Agreement, notwithstanding such matter and without any abatement or reduction in the Purchase Price on account thereof. If Buyer fails to terminate this Agreement by written notice given to Seller by the Due Diligence Expiration Date in accordance with the immediately preceding sentence, Buyer shall be deemed to have elected to proceed to Closing, such title objections which Seller is unable or unwilling (or has been deemed to be unwilling) to cure shall be deemed to be waived by Buyer and shall be deemed to be Permitted Exceptions.

(iii) At the Closing, Seller shall execute and deliver such affidavits and indemnities as the Title Company may reasonably require, including, without limitation, a so-called owner’s affidavit in such reasonable form as will permit the Title Company to issue the Title Policy without exceptions for parties-in-possession or mechanic’s liens and a so-called gap indemnity in such reasonable form as will permit the Title Company to release the Purchase Price to Seller prior to recording the Deed and the other applicable closing documents.

(c) Seller shall make the Property available at all reasonable times (but in no event during weekends, holidays and after 5:00 p.m. local time at the Property on weekdays) to Buyer and its agents, consultants and engineers for such inspections as Buyer deems appropriate, including for Buyer's engineering inspection(s), site evaluations, preparation of a Phase I Environmental Site Assessment (“ Buyer’s Phase I Report ”) and such other inspections and investigations as Buyer deems appropriate, subject to the following limitations: (i) Buyer hereby agrees to indemnify, defend, protect and hold all Seller Parties (defined in Article 6(d) below) harmless from and defend Seller Parties against, all loss, liability, claims, costs (including reasonable attorneys’ fees), liens and damages resulting from or relating to the activities of Buyer or its agents (excepting losses and liabilities arising from the mere discovery on the Property of conditions not caused by Buyer or its agents), (ii) Buyer shall provide Seller with evidence of at least $2,000,000 per occurrence for property damage, bodily or personal injury or death and naming Seller as an additional insured prior to entering the Premises, (iii) Buyer shall give Seller at least forty-eight (48) hours prior notice of any visit or investigation describing who will visit and the nature of such visit and/or investigation, (iv) Seller shall be entitled to have a representative present during any visits or investigations. Seller’s prior written consent shall be required prior to any tenant interview or other interaction with any tenants or licensees of the Property by Buyer or its agents, employees, consultants, and representatives, and Seller shall have the right to have a representative present during all tenant or licensee interviews or interactions. Notwithstanding anything set forth in this Agreement to the contrary, no invasive or destructive tests (including, without limitation, air, soils, water samples and soils borings) or environmental samplings shall be conducted on or around the Property without Seller’s written consent, which may be granted or withheld by Seller in its sole and absolute discretion, and all investigations shall be subject to the rights of tenants and shall be done on an expeditious and efficient basis and in a manner which minimizes disruption to tenants. In the event this Agreement is terminated for any reason, Buyer shall either destroy or, at Seller’s request (and not otherwise) shall furnish Seller with copies of all environmental and engineering reports prepared by or for Buyer with respect to the Property.

(d) Except as set forth in this Agreement, the Property is being acquired by Buyer in “AS IS” condition and “WITH ALL FAULTS” existing as of the Closing Date. Buyer acknowledges that it will be acquiring the Property on the basis of its own investigations. Except as expressly set forth in this Agreement, no representations or warranties have been made or are made and no responsibility has been or is assumed by Seller or by any officer, director, member, manager, person, firm, agent, advisor, trustee or representative acting or purporting to act on behalf of Seller (collectively, the “ Seller Parties ”) as to condition or repair of the Property or the value, expense of operation, or income potential thereof, the reliability of any information furnished to Buyer or as to any other fact or condition which has or might affect the Property or the condition, repair, value, expense of operation or income potential of the Property or any portion thereof. Except with respect to a breach by Seller of any representation or warranty expressly contained herein, Buyer hereby waives, releases and forever discharges all Seller Parties and any affiliate of the Seller Parties of and from any and all claims, actions, causes of action, demands, rights, damages, liabilities and costs whatsoever, direct or indirect, known or unknown, which Buyer now has or which may arise in the future, against Seller or any such other parties related in any way to the Property. Except with respect to a breach by Seller of any representation or warranty expressly contained herein, Buyer hereby agrees not to assert any


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claim for contribution, cost recovery or otherwise against Seller or any such affiliate relating directly or indirectly to the physical or environmental condition of the Property, whether known or unknown, including, without limitation, the existence of “Oil” or “Hazardous Materials” on or under the Property as such terms are defined in M.G.L. Chapter 21E (“Chapter 21E”) and the Massachusetts Contingency Plan, 310 CMR 40.0000 (the “MCP”). The parties agree that all understandings and agreements heretofore made between them or their respective agents or representatives are merged in this Agreement and the Exhibits hereto annexed, which alone fully and completely express their agreement, and that this Agreement has been entered into after full investigation, or with the parties satisfied with the opportunity afforded for investigation, neither party relying upon any statement or representation by the other unless such statement or representation is specifically embodied in this Agreement or the Exhibits annexed hereto. Buyer acknowledges that Seller has required Buyer to inspect fully the Property and investigate all matters relevant thereto, and, except with respect to information provided and certified to by Seller to Buyer, to rely solely upon the results of Buyer’s own inspections or other information obtained or otherwise available to Buyer, provided that the foregoing shall not diminish Buyer’s rights with respect to any representations or warranties expressly made by Seller in this Agreement.

(e) In the event that Buyer’s due diligence reveals any condition of the Property that in Buyer’s judgment requires disclosure to any governmental agency or authority, Buyer shall immediately notify Seller thereof. In such event, Seller, and not Buyer or anyone acting on Buyer’s behalf, shall make such disclosures as required by Law, as determined by Seller in its sole and absolute discretion.

The indemnification obligations set forth in this Article 6 shall survive the Closing or earlier termination of this Agreement.

ARTICLE 7. Additional Conditions to Closing : Without limiting any other conditions to Buyer's obligations to close set forth in this Agreement, the obligations of Buyer under this Agreement are subject to the satisfaction at the time of Closing of each of the following conditions (any of which may be waived in whole or in part by Buyer at or prior to Closing):

(i)

It shall be a condition precedent to Buyer’s obligation to close the transaction contemplated by this Agreement that Buyer shall have received, on or before Closing, estoppel certificates dated no earlier than thirty (30) days prior to the originally-scheduled Closing, complying with the requirements of this Article 7 (each a “ Tenant Estoppel Certificate ”) from all of the tenants who, together with the Buyer, lease at least eighty percent (80%) of the Building as of the Effective Date (“ Tenant Estoppel Requirement ”), provided however, Seller shall not be required to deliver a Tenant Estoppel Certificate from the Buyer. Notwithstanding the foregoing, Seller shall use commercially reasonable efforts to have all tenants provide Tenant Estoppel Certificates even if the Tenant Estoppel Certificate Requirement is satisfied. Each Tenant Estoppel Certificate shall be substantially in the form of Exhibit K attached hereto (provided that any Tenant Estoppel Certificate shall be acceptable if in the form or containing the information required by the applicable Lease) and shall not disclose (x) any matters which are inconsistent in any material respect with the terms and provisions of the Leases or the representations and warranties of Seller made in Article 11 hereof, or (y) any uncured default(s) by the tenants or the Seller under the Lease(s). In the event any Tenant Estoppel Certificate does not meet the requirements of (x) and (y) above based on a monetary obligation of Seller, Seller

may, but shall not be obligated to, elect to provide to Buyer, at Closing, a credit against the Purchase Price in an amount equal to the amount required to cure such monetary obligation. In no event shall Seller be obligated to deliver updates to any Tenant Estoppel Certificate. Buyer agrees not to unreasonably object to or withhold Buyer’s consent to any alternate estoppel form or changes made by any tenant to the form attached hereto so long as such estoppel does not disclose (a) any matters which are inconsistent in any material respect with the terms and provisions of the Leases or the representations and warranties of Seller made in Article 11 hereof, or (b) any uncured default(s) by the tenant or the Seller under such lease and Buyer shall not object to any provision in a Tenant Estoppel Certificate which (x) is qualified to tenant’s knowledge, or (y) was disclosed to Buyer prior to the Due Diligence Expiration Date. Seller shall prepare the Tenant Estoppel Certificates subject to Buyer’s review and approval (provided that if Buyer has not provided any comments to the Tenant Estoppel Certificates or approved same in writing within three (3) business days after its receipt of same from


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Seller, Buyer shall be deemed to have approved the Tenant Estoppel Certificates), and promptly after the Due Diligence Expiration Date (if Buyer has not elected to terminate this Agreement), distribute the estoppel certificates to each of the tenants under the Leases. Seller shall promptly provide Buyer with copies of all comments to the Tenant Estoppel Certificates received from tenants. If any Tenant Estoppel Certificate provided to Buyer prior to Closing contains any information that is materially inconsistent with any Seller representation and is accepted by Buyer, in Buyer’s sole discretion, such Seller representation shall be deemed modified by the information contained in such Tenant Estoppel Certificate. If Buyer fails to furnish Seller with a written notice of disapproval (which notice, in order to be effective, must include Buyer’s specific objections), within three (3) business days from the date of Seller’s delivery thereof, such Tenant Estoppel Certificate will be deemed approved by Buyer. Seller’s failure to fulfill the Estoppel Certificate Requirement shall constitute a failure of a condition precedent hereunder but shall not constitute a default by Seller under this Agreement.

(ii)

All of the representations and warranties made by Seller set forth in this Agreement or any Exhibit attached hereto shall be true and correct in all material respects as of the Closing Date, with the same force and effect as if made on and as of such date, subject to changes that: (y) are caused by the acts or omissions of Buyer or its agents or affiliates; or (z) are a result of the operation of the Property in the normal course of business since the Effective Date and in accordance with the terms of this Agreement and do not, individually or in the aggregate, have a material adverse effect on the value or operation of the Property, provided that any such changes are disclosed by Seller to Buyer in writing prior to the Closing Date; and

(iii)

Seller shall have performed, observed, and complied in all material respects with all covenants and agreements required by this Agreement to be performed by Seller at or prior to Closing.

If any condition set forth herein is not fully satisfied on or before the Closing Date, Seller may elect to attempt to satisfy any such unsatisfied condition, and if Seller so elects, Seller shall have until the date occurring thirty (30) days after the Closing Date in which to satisfy such condition, and the Closing Date shall be extended for such period.

ARTICLE 8. Default : (a) If Buyer discovers prior to Closing that Seller shall have made any representation or warranty herein that is untrue, incorrect or misleading in any material respect, or if Seller fails to fulfill or perform any of its obligations hereunder to be performed by Seller at or prior to the Closing, subect to Seller’s right to extend the closing as set forth in Article 7 above, Buyer shall have any one of the following rights and remedies:

(i)

Buyer shall have the right to terminate this Agreement by written notice to Seller, in which event the Deposit shall be paid to Buyer, and all obligations of the parties under this Agreement shall terminate except for the Surviving Obligations; or

(ii)

Buyer shall have the right to waive the breach or default and proceed to Closing in accordance with the provisions of this Agreement without reduction of the Purchase Price.

In the event that Buyer fails to terminate the Agreement pursuant to clause 8(a)(i) above, Buyer shall automatically be deemed to have waived the breach or default pursuant to clause 8(a)(ii) above and shall be required to proceed to Closing. If Buyer discovers following the Closing but prior to the expiration of the Survival Period (as defined below) that Seller made any representation or warranty herein which is untrue or misleading in any material respect, or if Seller shall fail to perform any of its Surviving Obligations, then Buyer shall have all rights and remedies available to it, at law or in equity, provided however, Seller’s liability therefor shall be limited to the Claim Cap (as defined below) and no claim may be made against Seller after the expiration of the Survival Period.


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(b) IN THE EVENT THE SALE OF THE PROPERTY IS NOT CONSUMMATED BECAUSE OF A BREACH OR UNCURED DEFAULT UNDER THIS AGREEMENT ON THE PART OF BUYER, BUYER AND SELLER AGREE THAT IT WOULD BE EXTREMELY DIFFICULT AND IMPRACTICAL TO DETERMINE THE AMOUNT AND EXTENT OF DETRIMENT TO SELLER. BUYER AND SELLER THEREFORE AGREE THAT, IF BUYER DEFAULTS HEREUNDER, BUYER’S DEPOSIT IS A REASONABLE ESTIMATE OF SELLER’S DAMAGES AND THAT SELLER SHALL BE ENTITLED TO SAID SUM AS LIQUIDATED DAMAGES AND NOT AS A PENALTY, WHICH SHALL BE SELLER’S SOLE AND EXCLUSIVE REMEDY, EITHER AT LAW OR IN EQUITY, AS A RESULT OF SUCH DEFAULT. IN SUCH EVENT, ESCROW AGENT SHALL UPON WRITTEN DEMAND BY SELLER WITHOUT JOINDER OF BUYER, IMMEDIATELY DELIVER THE DEPOSIT TO SELLER. TO SIGNIFY THEIR AWARENESS AND AGREEMENT TO BE BOUND BY THE TERMS AND PROVISIONS OF THIS SECTION, BUYER AND SELLER HAVE SEPARATELY INITIALED THIS SECTION.

ARTICLE 9. Entire Agreement Herein : The parties understand and agree that their entire agreement is contained herein and that no warranties, guarantees, statements, or representations shall be valid or binding on a party unless set forth in this Agreement. It is further understood and agreed that all prior understandings and agreements heretofore had between the parties are merged in this Agreement which alone fully and completely expresses their agreement and that the same is entered into after full investigation, neither party relying on any statement or representation not embodied in this Agreement. This Agreement may be changed, modified, altered or terminated only by a written agreement signed by the parties hereto.

ARTICLE 10. Damage or Destruction: Condemnation : (a) If after the expiration of the Due Diligence Expiration Date, the Improved Property shall have been damaged by fire or other casualty prior to the Closing, such that Seller’s reasonable estimate of the cost to repair the same exceeds ten percent (10%) of the Purchase Price (a “ Material Casualty ”), then unless Seller has previously repaired or restored such Improved Property to its former condition prior to the Closing Date, then, at Buyer’s sole option, Seller shall either (i) pay over or assign to Buyer, on delivery of the Deed all physical damage proceeds of any insurance policies payable to Seller, less any amounts reasonably expended by Seller for partial restoration, with a credit to Buyer for the amount of any deductible, or (ii) direct Escrow Agent to return the Deposit and accrued interest thereon to Buyer in which case, except for the Surviving Obligations, all other obligations of the parties hereto shall cease and this Agreement shall terminate and be without further recourse or remedy to the parties hereto.

(b) If after the expiration of the Due Diligence Expiration Date, all or a material part of the Improved Property is taken by condemnation, eminent domain or by agreement in lieu thereof prior to the Closing such that Seller’s reasonable estimate of the loss of value of the remaining applicable Improved Property exceeds an amount equal to ten percent (10%) of the Purchase Price (a “ Material Taking ”), Buyer may, at Buyers’ sole option, either (i) terminate this Agreement (in which event Buyer shall be entitled to a return of the Deposit, and, except for the Surviving Obligations, all other obligations of the parties hereto shall cease and this Agreement shall terminate and be without further recourse or remedy to the parties hereto) or (ii) close title to the Property in accordance with the terms hereof, without reduction in the Purchase Price, together with an assignment of Seller's rights to any award paid or payable by or on behalf of the condemning authority. If Seller has received payments from the condemning authority and if Buyer elects to close title to the Property, Seller shall credit the amount of said payments against the Purchase Price at the Closing.

(c) With respect to any Material Casualty or Material Taking, Buyer shall be deemed to have elected to proceed under Article 10(a)(i) and 10(b)(ii) above respectively and as applicable, unless, within ten (10) days from the date of Seller’s delivery of written notice of such Material Casualty or Material Taking to Buyer, Buyer provides Seller with written notice that Buyer has elected to terminate this Agreement as provided for in this Article 10.

ARTICLE 11. Representations, Warranties and Covenants of Seller : (a) In order to induce Buyer to enter into this Agreement and to consummate the purchase of the Property,

Seller hereby represents and warrants to Buyer as of the Effective Date and as of the Closing Date (updated to reflect the then state of facts) as follows:


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(i)

Seller is, and on the Closing Date shall be, duly and validly formed and existing and governed by the laws of the State of its organization and, if necessary, registered to do business in the jurisdiction where the Property is located. Seller has all requisite power and authority under the laws of such State and its organizational and/or charter documents to enter into and perform its obligations under this Agreement and to consummate the transactions contemplated hereby.

(ii)

Seller has taken all necessary action to authorize the execution, delivery and performance of this Agreement and each document to be delivered by Seller hereunder, and upon the execution and delivery of this Agreement and any such document, this Agreement and each such document shall constitute the valid and binding obligations and agreements of Seller, enforceable against Seller in accordance with their terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws of general application affecting the rights and remedies of creditors.

(iii)

None of the execution, delivery or performance of this Agreement or any other document to be executed, delivered or performed by Seller hereunder, nor compliance with the terms and provisions hereof or thereof, will result in any breach of the terms, conditions or provisions of, or conflict with or constitute a default under, or result in the creation of any lien, charge or encumbrance upon the Property pursuant to the terms of any indenture, mortgage, deed of trust, note, evidence of indebtedness or any other agreement or instrument by which Seller or the Property is bound.

(iv)

There are no proceedings pending or, to Seller’s knowledge, threatened against it in any court or before any governmental authority or any tribunal which, if adversely determined, would have a material adverse effect on its ability to purchase the Property or to carry out its obligations under this Agreement.

(v)

Exhibit C attached hereto (the " List of Leases ") is, in all material respects, a correct listing of all Leases at the Property in effect as of a date not earlier than five (5) business days preceding the Effective Date. Other than the Leases, Seller has not entered into, and the Property is not subject to, any contract or agreement with respect to the occupancy of the Property (or any portion thereof). To Seller’s knowledge, there are no defaults currently existing under the Lease and there are no facts or circumstances which with the giving of notice, the passage of time or both would constitute a default by Buyer under the Lease.

(vi)

Exhibit I attached hereto is a complete list of all service, supply and maintenance agreements with respect to or affecting the Property as of the Effective Date (herein collectively referred to as the " Operating Contracts "). Other than the Operating Contracts, Seller has not entered into, and the Property is not subject to, any contract or agreement with respect to the management, operation or maintenance of the Property (or any portion thereof) or otherwise affecting the Property (or any portion thereof). The copies of the Operating Contracts heretofore delivered (or to be delivered) by Seller to Buyer are (or will be) true, correct and complete copies thereof; the Operating Contracts have not been amended except as evidenced by amendments similarly delivered. Each of the Operating Contracts is in full force and effect on the terms set forth therein, and, to Seller’s knowledge, except as disclosed to Buyer in writing, there are no defaults under the Operating Contracts, or circumstances which with the giving of notice, the passage of time or both, would constitute a default by any party thereunder.

(vii)

Other than the Leases, the Operating Contracts and any Permitted Exceptions which are approved (or deemed to have been approved) by Buyer, Seller has not entered into any contract or agreement with respect to the Property which will be binding on Buyer or the Property after the Closing.

(viii)

Seller has not received any written notice alleging that the Property violates any Law, and, to Seller’s knowledge, the Property does not violate any Law in any material respect. To Seller’s knowledge, there are presently in effect all material licenses, permits and other authorizations necessary for the current use, occupancy and operation thereof.


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(ix)

No investigation, action or proceeding is pending and, to Seller’s knowledge, no action or proceeding is threatened and no investigation looking toward any action or proceeding has begun, which involves any condemnation or eminent domain proceeding against any part of the Property, or which involves any modification or realignment of any intersection, street or highway adjacent to the Property or which could affect the present use or zoning of the Property.

(x)

To Seller’s knowledge, no taxes or special assessments of any kind (special, bond or otherwise) are or have been levied with respect to the Property, or any portion thereof, which are outstanding or unpaid, other than amounts not yet due and payable, and no such assessments or levies are pending or threatened. Seller has not received any written notice of, and has no knowledge of, any proposed or pending increase in the assessed valuation or rate of taxation of any or all of the Property from that reflected on such real estate tax bills. To Seller’s knowledge, no Tax Proceedings are currently pending or subject to appeal or will be currently pending or subject to appeal as of the Closing Date.

(xi)

No attachments, execution proceedings, assignments for the benefit of creditors, insolvency, bankruptcy, reorganization, or other proceedings are pending or, to Seller’s knowledge, threatened against Seller, nor are any such proceedings contemplated by Seller, nor to Seller’s knowledge do any grounds exist for any such proceedings to be instituted against Seller. Seller has not made a general assignment for the benefit of creditors, filed any voluntary petition in bankruptcy, or admitted in writing its inability to pay its debts as they come due or made an offer of settlement, extension or composition to its creditors generally, and Seller has received no written notice of and has no knowledge of (i) the filing of any involuntary petition by Seller’s creditors, (ii) the appointment of a receiver to take possession of all, or substantially all, of Seller’s assets, or (iii) the attachment or other judicial seizure of all, or substantially all, of Seller’s assets.

(xii)

To Seller’s knowledge, all due diligence information and other items and documents delivered by or on behalf of Seller to Buyer pursuant to this Agreement, are true copies of what they purport to be, without any representation or warranty with respect to the accuracy of same.

(xiii)

Seller has no employees, and there are no employment agreements, union agreements, benefit agreements, pension plans, or collective bargaining agreements, at or otherwise affecting the Property to which Seller is bound which will survive the Closing or for which Buyer will be responsible for or have any liability for after the Closing.

(xiv)

There are no capital improvement projects at the Property presently being performed by or at the direction of Seller, or any of its agents or sub-contractors, other than budgeted maintenance required in the ordinary course of business, and no material structural portion of the Property has been damaged or destroyed by fire, storm or other casualty that remains unrepaired.

(xv)

Seller is not a “foreign person” within the meaning of Section 1445 of the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder.

(xvi)

Neither Buyer nor any of its affiliates, nor any of their respective partners, members, shareholders or other equity owners, and to their knowledge none of their respective employees, officers, directors, representatives or agents, is a person or entity with whom U.S. persons or entities are restricted from doing business under regulations of the Office of Foreign Asset Control (“ OFAC ”) (including those named on OFAC’s Specially Designated and Blocked Persons List) or under any statute, executive order (including the September 24, 2001, Executive Order Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism), or other governmental action.


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(b) Any representations and warranties made to the knowledge of Seller, shall be based solely on the current, actual (as opposed to constructive or imputed) knowledge of Brandon D. Kelly and shall not be construed to refer to the knowledge of any other partner, beneficial owner, officer, employee or agent of Seller, nor shall such term impose any duty to investigate the matters to which such knowledge, or absence thereof, pertain. There shall be no personal liability on the part of such person arising out of any representations or warranties made herein or otherwise. If after the Due Diligence Expiration Date but prior to the Closing, Buyer first obtains knowledge (through disclosure by Seller or otherwise) that any of the representations or warranties made herein by Seller are untrue, inaccurate or incorrect in any material respect, Buyer shall give Seller written notice thereof within five (5) business days of obtaining such knowledge (but, in any event, prior to the Closing). In such event, Seller shall have the right (but not the obligation) to attempt to cure such misrepresentation or breach and shall, at its option, be entitled to a reasonable adjournment of the Closing (not to exceed thirty (30) days) for the purpose of such cure. If Seller elects to attempt to so cure but is unable to so cure any misrepresentation or breach of warranty, then Buyer, as its sole remedy for any and all such materially untrue, inaccurate or incorrect representations or warranties, shall elect either (i) to waive such misrepresentations or breaches of representations and warranties and consummate the transaction contemplated hereby without any reduction of or credit against the Purchase Price, or (ii) if Buyer first obtained knowledge of such material misrepresentation or breach of warranty after the expiration of the Due Diligence Expiration Date, to terminate this Agreement in its entirety by written notice given to Seller on the Closing Date, in which event this Agreement shall be terminated, the Deposit shall be returned to Buyer and, thereafter, neither party shall have any further rights or obligations hereunder except for the Surviving Obligations.

(c) Seller agrees that, following the Closing, it shall be liable for the direct, but not consequential or punitive, damages resulting from any breach of its representations and warranties expressly set forth in this Article 11 of this Agreement and shall indemnify Buyer for any direct, but not consequential or punitive, damages suffered by Buyer resulting from any breach of its representations and warranties expressly set forth in this Article 11 of this Agreement; provided, however, that: (i) the total liability of Seller for all such breaches, indemnity obligations and any matters relating thereto or under any law applicable to the Property or this transaction shall not, in the aggregate, exceed Three Hundred Thousand and 00/100 Dollars ($300,000.00) (the “ Claim Cap ”); (ii) such representations and warranties are personal to Buyer and may not be assigned to or enforced by any other Person, other than to an assignee of Buyer in accordance with this Agreement; and (iii) the representations, warranties and other obligations of Seller set forth in this Agreement or in any document or certificate delivered by Seller in connection herewith shall survive the Closing for a period of nine (9) months (the “ Survival Period ”), and no action or proceeding thereon shall be valid or enforceable, at law or in equity, if a legal proceeding is not commenced within that time. Notwithstanding the foregoing, however, if the Closing occurs, Buyer hereby expressly waives, relinquishes and releases any right or remedy available to it at law or in equity, under this

Agreement or otherwise to make a claim against Seller for damages that Buyer may incur, or to rescind this Agreement and the transactions contemplated hereby, as the result of any of Seller’s representations or warranties in this Agreement or any document executed by Seller in connection herewith being untrue, inaccurate or incorrect if Buyer knew or is deemed to know that such representation or warranty was untrue, inaccurate or incorrect at the time of the Closing. Buyer agrees that, following the Closing, no claim may or shall be made for any alleged breach of any representations or warranties made by Seller under or relating to this Agreement unless the amount of such claim or claims, individually or in the aggregate, exceeds Ten Thousand and 00/100 Dollars ($10,000.00) (in which event the full amount of such valid claims against Seller shall be actionable up to, but not in excess of, the Claim Cap) (the “ Floor Amount ”).

(d) From and after the Effective Date until the Closing or the earlier termination of this Agreement, Seller hereby covenants with Buyer as follows:

(i) To use commercially reasonable efforts to comply in all material respects with all federal, state, county, municipal and other governmental statutes, ordinances, by-laws, rules, regulations or any other legal requirements applicable to the Property, including, without limitation, those relating to the environment, zoning, construction, occupancy, occupational health and safety or fire safety, but specifically excluding the Americans With Disabilities Act, 42 U.S.C. §12101 (et seq.), the regulations and guidelines issued pursuant thereto; provided , however , in no event shall Seller be obligated to perform any capital improvements in connection with this provision.


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(ii) To comply with all of the terms, covenants and conditions contained in the Leases, the Operating Contracts and any other agreement affecting the Property and to monitor compliance thereunder in a manner consistent with Seller’s current practices.

(iii) To promptly notify Buyer of any material change in the condition of the Property or of any event or circumstance which makes any representation or warranty of Seller to Buyer under this Agreement untrue or misleading in any material respect.

(iv) To not market the Property or otherwise solicit or accept any offers or inquiries regarding the Property, or entertain offers or take or enter into back-up offers or back-up sale contracts.

(v) To not commence any tax abatement, tax certiorari or similar tax proceedings for the reduction of the assessed valuation of the Property for any tax year or challenging the tax rates or other components used in determining real estate taxes.

(vi) To reasonably cooperate with Buyer, at no out-of-pocket cost or expense to Seller, with respect to all matters related to this Agreement.

ARTICLE 12. Operations : (a) Between the date hereof and the Closing, Seller agrees that it will operate the Property in a good and businesslike fashion consistent with Seller’s current practices and to continue to maintain the Property in good working order and condition and in a manner consistent with Seller’s current practices, reasonable wear and tear and casualty excepted. Until the Closing Date, Seller shall maintain insurance on the Premises as currently insured, provided that Seller may make adjustments in Seller’s insurance coverage for the Property which are consistent with Seller’s general insurance program.

(b) Seller shall not remove any material item of the Personal Property from the Property unless the same is obsolete and is replaced by tangible personal property of equal or greater utility and value.

(c) Seller shall not, between the date hereof and the Closing, (i) grant any consent or waive any material rights under the Leases, (ii) terminate any Lease, or (iii) enter into a new lease, modify an existing Lease or renew, extend or expand an existing Lease (collectively and individually a “ Lease Proposal ”) in each case without the prior written approval of Buyer (which, once so approved, whether expressly or by non-response as set forth below, shall be deemed an “ Approved New Lease ,” and once executed, shall be included in the term “ Lease ” for all purposes under this Agreement), which may be withheld in Buyer’s sole discretion, but which shall be deemed granted if Buyer fails to respond to a request for approval within five (5) business days after receipt of the request therefor together with a copy of each Lease Proposal. Seller shall provide copies of all Lease Proposals to Buyer after the Effective Date but Buyer has no right to approve any Lease Proposal or any Lease prior to the Due Diligence Expiration Date. Seller agrees to furnish Buyer copies of any Approved New Lease signed prior to the Due Diligence Expiration Date promptly following receipt thereof. Notwithstanding the foregoing, Seller shall not be required to obtain Buyer’s consent or approval to (i) enter into any modification, renewal, extension or expansion of any Lease, or to grant any consent under any Lease, to the extent that the same is required pursuant to the applicable terms of the Lease; and

(ii) exercise any recapture or termination rights expressly provided for in any Lease.

(d) Seller shall not without the prior written consent of Buyer, which consent shall not be unreasonably withheld, enter into any contract (other than leases as provided above) which could bind Buyer or the Property after the Closing unless the same may be canceled on thirty (30) days’ notice without payment of any penalty or termination fee. Failure of Buyer to respond within five (5) business days of written request from Seller for consent shall be deemed consent by Buyer.


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(f) By not later than 5:00 p.m. local time at the Property on the Due Diligence Expiration Date, Buyer shall provide written notice to Seller identifying the Operating Contracts, if any, Buyer elects to assume at Closing (to the extent the same are assumable). At Closing, Seller shall send notices of termination of all Operating Contracts which Buyer has not elected to assume which by its terms may be terminated by notice without cost to Seller or the payment of any penalty or possible damages or liability for early termination. Any Operating Contract for which notice of termination has been given, as requested by Buyer, but which will not terminate until the expiration of any notice period, shall be assigned to Buyer, and, except as set forth below, all other Operating Contracts shall be assigned to Buyer. Any Operating Contracts requiring the consent of the vendor to assign such contract shall not be assigned to Buyer (unless the vendor has consented to the assignment and Buyer has paid, or credited to Seller, any fee related to such consent and assignment, if any), but shall be terminated by Seller as of Closing. Buyer shall pay any termination fee (or credit such amount to Seller at Closing) which is due upon the termination of any Operating Contract that Buyer may request pursuant to this paragraph.

ARTICLE 13. Apportionment of Taxes and Other Charges :

(a) All normal and customarily proratable items, including without limitation, personal property taxes, utility bills (except as hereinafter provided), collected rents and other income, Operating Contract payments (under Operating Contracts assumed by Buyer including those for which notice of termination has been given pursuant to Article 12(f) but have not yet expired), and license and permit fees shall be prorated as of the Apportionment Time (defined in the succeeding sentence), Seller being charged and credited for all of the same relating to the period up to the Closing Date and Buyer being charged and credited for all of the same relating to the period on and after the Closing Date. As used herein, the term “ Apportionment Time ” shall mean 11:59 p.m. local time at the Property on the date immediately prior to the Closing Date.

(b) Real estate, personal property and ad valorem taxes for the year in which the Closing occurs will be prorated between Seller and Buyer as of the Apportionment Time on the basis of actual bills therefor, if available. If such bills are not available, then such taxes and other charges shall be prorated on the basis of the most current available tax bills and, thereafter, promptly re-prorated upon the availability of actual bills for the period. If any proceeding to determine the assessed value of the Real Property or the real estate taxes payable with respect to the Real Property has been commenced before the Due Diligence Expiration Date and shall be continuing as of the Closing Date, Seller shall be authorized to continue to prosecute such proceeding. Any costs or expenses payable to any tax consultant or tax appeal attorney and any tax savings from abatement or reduced assessment shall be allocated and apportioned between Buyer and Seller in accordance with their share of ownership during such tax period. Buyer agrees to cooperate as reasonably requested with Seller and to execute any and all documents reasonably requested by Seller in furtherance of the foregoing.

(c) No proration shall be made in relation to delinquent rents existing, if any, as of the Closing Date. In adjusting for uncollected rents, no adjustment shall be made in Seller's favor for rents which have accrued and are unpaid as of Closing, but Buyer shall pay Seller such accrued and unpaid rents, as and when collected by Buyer, it being agreed that Buyer shall not be deemed to have collected any such arrearages attributable to the period prior to Closing until such time as the tenant is current in the payment of all rents accruing after the Closing. Buyer agrees to bill tenants of the Property for all past due rents and to take any additional reasonable actions requested by Seller to collect rents that are accrued but unpaid as of the Closing, provided that Buyer shall not be obligated to incur any out-of-pocket third party expenses in connection with such actions and Buyer shall not be obligated to take any action to terminate a tenancy. Seller reserves the right to bring suit against tenants of the Property to collect for accrued but unpaid rents owed Seller as of the Closing Date, but Seller may not, subsequent to Closing, bring suit for possession of the premises occupied by such tenants.

(d) Final readings and final billings for utilities will be made if possible as of the Closing Date, in which event no proration shall be made at the Closing with respect to utility bills. Otherwise, a proration shall be made based upon the parties' reasonable good faith estimate and a re-adjustment made within sixty (60) days after Closing.

(e) No proration will be made in relation to insurance premiums and the insurance policies will not be assigned to Buyer. Seller shall be entitled to receive a return of all deposits presently in effect with the utility providers, and Buyer shall be obligated to make its own arrangements for deposits with the utility providers.


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(f) Buyer shall receive a credit for all cash Security Deposits, and if required by law, with interest thereon. With respect to any Security Deposits which are other than cash, Seller shall deliver to Buyer at the Closing the original documentation related thereto with such transfer and assignment documentation as may be necessary, including without limitation, the original letter of credit, if applicable. Buyer will indemnify, defend, and hold Seller harmless from and against all demands and claims made by tenants arising out of the transfer or disposition of any Security Deposits to the extent credited to Buyer as provided above and will reimburse Seller for all reasonable attorneys’ fees incurred or that may be incurred as a result of any such claims or demands as well as for all loss, expenses, verdicts, judgments, settlements, interest, costs and other expenses incurred or that may be incurred by Seller as a result of any such claims or demands by tenants.

(g) CAM Charges . Notwithstanding the foregoing, if any portion of the Rent, such as operating cost pass-throughs, common area expenses or additional rent and charges are paid on an estimated basis (" Estimated Rent Payment "), then the Estimated Rent Payment shall be prorated at Closing based on such estimates. At such time as Buyer is required to provide to the tenant a final reconciliation of the Estimated Rent Payment for the year of the Closing (but no later than March 31, [ TO BE INSERTED ]), Buyer will provide a copy of same to Seller. If such final reconciliation shows that Seller owes Buyer additional sums, Seller shall deliver such amount to Buyer within ten (10) days after Seller's receipt of such final reconciliation, and if the final reconciliation shows that Buyer owes Seller additional sums, Buyer shall pay such amount to Seller within ten (10) days after Buyer's receipt of such payments from the tenants. Buyer shall be responsible for and conduct any audit of the Estimated Rent Payments that a tenant may request with respect to all years prior to the Closing, and responsible for the payment of any amounts to which a tenant may be entitled as a result of such audit.

(h) Leasing Costs . Seller shall pay (or provide Buyer a credit at Closing for) all leasing commissions and tenant improvement costs (“ Lease Costs ”) that are due and payable for the current lease term of any Lease. Buyer shall assume and be responsible to pay all Lease Costs that first arise or accrue on or after the expiration of the current term of any Lease, including as a result of (X) new Leases executed after the Effective Date in accordance with this Agreement, (Y) Lease extensions, renewals and expansions pursuant to existing Leases exercised by the tenants thereunder after the Effective Date, and (Z) amendments or modifications to, or renewals of, existing Leases entered into after the Effective Date in accordance with this Agreement.

(i) A detailed statement shall be prepared at the Closing setting forth the manner of computation of the aforesaid pro-ration adjustments.

(j) The provisions of this Article 13 shall survive the Closing for a period of ninety

(90) days at which time there will be a one-time readjustment, if necessary; provided, however, with respect to ad valorem taxes, readjustments shall be made during the thirty (30) day period following the date final tax bills for the year of Closing are received by Buyer and with respect to Estimated Rent Payments, Article 13(g) shall control.

ARTICLE 14. Broker : Each party represents hereby to the other that it dealt with no broker in the consummation of this Agreement and each party indemnifies the other from any claim arising from the failure of such representation by the indemnifying party, except for the broker fee to be paid by Seller to Jones Lang LaSalle pursuant to a separate agreement.

ARTICLE 15. Recording : It is agreed hereby that this Agreement shall not be filed for recording with any other governmental body.

ARTICLE 16. Notices . Any notice, consent or approval required or permitted to be given under this Agreement shall be in writing and shall be deemed to have been given upon (i) hand delivery, (ii) one business day after being deposited with Federal Express or another reliable overnight courier service for next day delivery, (iii) upon electronic signature (it being agreed that PDF email shall have the same force and effect as an original signature for all purposes), or, (iv) two (2) business days after being deposited in the United States mail, registered or certified mail, postage prepaid, return receipt required, and addressed as follows:


{W6394298.7}	-15-

To Seller:

Cherry Hill Drive Owner LLC c/o RJ Kelly Company

55 Cambridge Street

Burlington, MA 01803 Attn: [ TO BE INSERTED ]

Phone: [ TO BE INSERTED ] Email: [ TO BE INSERTED ]

with a copy to:

[ TO BE INSERTED ]

To Buyer:

Abiomed, Inc.

22 Cherry Hill Drive

Danvers, MA 01923

Attention: Steve McEvoy

Phone: 978-777-5410

Email: smcevoy@abiomed.com

with a copy to:

Ropes & Gray LLP

Prudential Tower, 800 Boylston Street

Boston, MA 02199-3600

Attention: John M. Creedon

Phone: 617-951-7981

Email: john.creedon@ropesgray.com

Title Company:

[ TO BE INSERTED ]

or such other address as either party may from time to time specify in writing to the other. Either party’s respective legal counsel may provide notices on behalf of such party. Unless otherwise specifically provided for herein, notices required to be delivered pursuant to the terms and provisions of this Agreement must be delivered by 5:00 p.m. local time at the Property to whichever party is the intended recipient to be considered timely delivered pursuant to such term or provision of this Agreement.

ARTICLE 17. Captions : The captions in this Agreement are inserted only for the purpose of convenient reference and in no way define, limit or prescribe the scope or intent of this Agreement or any part hereof.

ARTICLE 18. Successors and Assigns : (a) This Agreement shall be binding upon the parties hereto and their respective successors and assigns.

(b) Subject to Buyer's right to designate a nominee, in which Buyer holds all of the beneficial interest, to take title to the Premises, in which case Buyer shall remain fully liable hereunder, Buyer may not assign this Agreement nor any of the rights or benefits thereof including, without limitation, the benefit of the representations and warranties contained in Article 11 hereof, to any third party either before or after the Closing without the written consent of Seller which may be given or withheld in Seller’s sole discretion, and any such unauthorized attempted assignment shall be null and void. In accordance with the terms of this paragraph, Buyer shall send written notice to Seller of its designated nominee, if any, no later than five (5) business days prior to Closing.


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ARTICLE 19. Closing Costs : Except as hereinafter specifically provided, Seller and Buyer shall allocate all closing costs between them in accordance with standard practice in the jurisdiction where the Property is located. Seller and Buyer shall be responsible for preparing such documents as it is obligated to deliver pursuant to Article 5 hereof and for its own legal, consultant and agent expenses. Seller and Buyer agree to allocate closing costs as follows:

(a)

The transfer tax shall be paid by Seller.

(b)

All title examination costs and the cost of the base premium for the Title Policy in the amount of the Purchase Price and additional title premiums, costs or charges for extended coverage or endorsements to the Title Policy shall be paid by Buyer.

(c)

The cost of the Survey, and any update, revision or re-certification of the Survey, shall be paid by Buyer.

(d)

The cost of preparation and recordation of any releases and termination statements required to clear Voluntary Liens from title to the Property shall be paid by Seller.

(e)

The cost of recordation of the Deed and all other recording costs other than those described in Article 19(d) above shall be paid by Buyer.

(f)

Escrow charges, if any, shall be split equally between Seller and Buyer.

ARTICLE 20. Governing Law : The laws of the State where the Property is located shall govern the validity, construction, enforcement and interpretation of this Agreement.

ARTICLE 21. Multiple Counterparts : This Agreement may be executed in any number of identical counterparts. If so executed, each of such counterparts shall constitute this Agreement. In proving this Agreement, it shall not be necessary to produce or account for more than one such counterpart. Execution and delivery of this Agreement by .pdf or other electronic format shall constitute valid execution and delivery and shall be effective for all purposes.

ARTICLE 22. Representations and Warranties of Buyer : Buyer hereby represents and warrants to Seller as of the date hereof and as of the Closing Date as follows:

(a) This Agreement and all documents executed by Buyer that are to be delivered to Seller at the Closing are, or at the time of Closing will be, duly authorized, executed and delivered by Buyer. This Agreement and such documents are, or at the Closing will be, legal, valid, and binding obligations of Buyer, and do not, and, at the time of Closing will not, violate any provisions of any agreement or judicial order to which Buyer is a party or to which it is subject.

(b) There are no proceedings pending or, to Buyer's knowledge, threatened against it in any court or before any governmental authority or any tribunal which, if adversely determined, would have a material adverse effect on its ability to purchase the Property or to carry out its obligations under this Agreement.

(c) Buyer acknowledges that it is experienced and sophisticated in the acquisition, development, management, leasing, ownership and operation of commercial real estate projects such as the Property and that, prior to the Due Diligence Expiration Date, it will have a full and complete opportunity to conduct such investigations, examinations, inspections and analyses of the Property as Buyer, in its absolute discretion, may deem appropriate. Buyer further acknowledges that, except for Seller representations set forth in Article 11 of this Agreement, Buyer has not relied upon any statements, representations or warranties by Seller or any agent of Seller. Without limiting the foregoing, Buyer acknowledges and agrees that: (1) any environmental, physical condition or other reports provided to Buyer by Seller or its agents are provided without any representation or warranty of any kind, express or implied, as to the completeness or accuracy of the facts, presumptions, conclusions or other matters contained therein; (2) Buyer shall rely solely on its own investigations and on reports prepared by any consultants engaged by Buyer and not on any environmental, physical condition or other reports provided to Buyer by Seller or its agents.


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(d) Neither Buyer nor any of its affiliates, nor any of their respective partners, members, shareholders or other equity owners, and to their knowledge none of their respective employees, officers, directors, representatives or agents, is a person or entity with whom U.S. persons or entities are restricted from doing business under regulations of the Office of Foreign Asset Control (“ OFAC ”) (including those named on OFAC’s Specially Designated and Blocked Persons List) or under any statute, executive order (including the September 24, 2001, Executive Order Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism), or other governmental action.

(e) Buyer is not, and is not acquiring the Property on behalf of or with the assets of,

(i) an “employee benefit plan” as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended, and its applicable regulations as issued by the Department of Labor and the Internal Revenue Service (collectively, “ ERISA ”), which is subject to Title I of ERISA, (ii) a “plan” as defined in and subject to Section 4975 of the IRC, or (iii) an entity deemed to hold “plan assets” (within the meaning of 29 C.F.R. 2510.3-101, as modified by Section 3(42) of ERISA) of either of the foregoing.

(f) Buyer shall indemnify and defend Seller against and hold Seller harmless from any and all losses, costs, damages, liabilities and expenses (including, without limitation, reasonable counsel fees) arising out of any breach by Buyer of its representations and warranties hereunder, provided that no action based on a breach of any such representations or warranties shall be commenced after the first anniversary of the Closing Date.

ARTICLE 23. Post-Closing Obligations : After the Closing, Seller and Buyer shall cooperate with one another at reasonable times and on reasonable conditions and shall execute and deliver such instruments and documents as may be necessary in order fully to carry out the intent and purposes of the transactions contemplated hereby. Except for such instruments and documents as the parties were originally obligated to deliver by the terms of this Agreement, such cooperation shall be without additional cost or liability.

ARTICLE 24. Duties and Responsibilities of Escrow Agent : Escrow Agent shall deliver the Deposit to Seller or Buyer promptly after receiving a joint written notice (which notice may be by e-mail) from Seller and Buyer directing the disbursement of the same, such disbursement to be made in accordance with such direction. If Escrow Agent receives written notice from Buyer or Seller that the party giving such notice is entitled to the Deposit, which notice shall describe with reasonable specificity the reasons for such entitlement, then Escrow Agent shall (i) promptly give notice to the other party of Escrow Agent's receipt of such notice and enclosing a copy of such notice and (ii) subject to the provisions of the following paragraph which shall apply if a conflict arises, on the fifth (5th) business day after the giving of the notice referred to in clause (i) above, deliver the Deposit to the party claiming the right to receive it.

In the event that Escrow Agent shall be uncertain as to its duties or actions hereunder or shall receive instructions or a notice from Buyer or Seller which are in conflict with instructions or a notice from the other party or which, in the reasonable opinion of Escrow Agent, are in conflict with any of the provisions of this Agreement, it shall be entitled to take any of the following courses of action:

(a)

Hold the Deposit as provided in this Agreement and decline to take any further action until Escrow Agent receives a joint written direction (which direction may be by e-mail) from Buyer and Seller or any order of a court of competent jurisdiction directing the disbursement of the Deposit, in which case Escrow Agent shall then disburse the Deposit in accordance with such direction;

(b)

In the event of litigation between Buyer and Seller, Escrow Agent may deliver the Deposit to the clerk of any court in which such litigation is pending; or

(c)

Escrow Agent may deliver the Deposit to a court of competent jurisdiction and therein commence an action for interpleader, the cost thereof to Escrow Agent to be borne by whichever of Buyer or Seller does not prevail in the litigation.


{W6394298.7}	-18-

Notwithstanding the foregoing, Escrow Agent shall comply with the unilateral instructions of Buyer regarding the disposition of the Deposit prior to the Due Diligence Expiration Date.

Escrow Agent acts hereunder as a depositary only, and except as expressly set forth herein is not responsible or liable in any manner for the sufficiency of any amounts deposited with it. Escrow Agent shall not be liable for any action taken or omitted in good faith and believed by it to be authorized or within the rights or powers conferred upon it by this Agreement and it may rely upon, and shall be protected in acting or refraining from acting in reliance upon, an opinion of counsel and upon any directions, instructions, notice, certificate, instrument, request, paper or other documents believed by it to be genuine and to have been made, sent, signed or presented by the proper party or parties. Escrow Agent shall not be liable for any error in judgment, or for any act done or step taken or omitted by it in good faith, or for any mistake of fact or law, or for anything which it may do or refrain from doing in connection herewith, except its own bad faith, negligence or misconduct. In no event shall Escrow Agent's liability hereunder exceed the aggregate amount of the Deposit. Escrow Agent shall be under no obligation to take any legal action in connection with the Deposit or this Agreement or to appear in, prosecute or defend any action or legal proceedings which would or might, in its sole opinion, involve it in cost, expense, loss or liability unless, in advance, and as often as reasonably required by it, Escrow Agent shall be furnished with such security and indemnity as it finds reasonably satisfactory against all such cost, expense, loss or liability. Escrow Agent hereby agrees to indemnify, protect and hold Buyer and Seller harmless from and against any losses, costs, damages or expenses (including reasonable attorneys’ fees) resulting from Escrow Agent’s fraud, negligence or willful misconduct. Subject to the preceding sentence, Seller and Buyer each hereby release Escrow Agent from any act done or omitted to be done by Escrow Agent in good faith in the performance of its duties hereunder.

Escrow Agent shall not be bound by any modification of this Agreement affecting Escrow Agent’s duties hereunder unless the same is in writing and signed by Buyer, Seller and Escrow Agent. From time to time on or after the date hereof, Buyer and Seller shall deliver or cause to be delivered to Escrow Agent such further documents and instruments that fall due, or cause to be done such further acts as Escrow Agent may reasonably request (it being understood that Escrow Agent shall have no obligation to make any such request) to carry out more effectively the provisions and purposes of this Agreement, to evidence compliance with this Agreement or to assure itself that it is protected in acting hereunder.

Buyer may remove Escrow Agent at any time upon not less than five (5) business days’ prior notice to Escrow Agent and Seller; in such case, Buyer, by notice to Seller, shall appoint a successor Escrow Agent reasonably satisfactory to Seller who shall accept such appointment and agree in writing to be bound by the terms and conditions of this Agreement. If no such successor Escrow Agent is appointed and acting hereunder within five (5) business days after the removal of Escrow Agent, Escrow Agent shall deliver the Deposit into a court of competent jurisdiction as provided pursuant the terms hereof. Upon delivery of the Deposit to a successor Escrow Agent or a court of competent jurisdiction as aforesaid, the applicable Escrow Agent shall be released and discharged from all further obligations hereunder first arising after the date of such delivery.

Escrow Agent shall serve hereunder for the compensation described in Article 19 above; provided, however, any expenses of Escrow Agent that are associated with litigation between Buyer and Seller shall be borne by the party that does not prevail in the litigation. Escrow Agent agrees that it will not seek reimbursement for the services of its employees or partners, but only for its actual and reasonably incurred out-of-pocket expenses. Escrow Agent executes this Agreement solely for the purpose of consent to, and agreeing to be bound by the provisions of this Article 24, and to the extent applicable to Escrow Agent, Article 3.

ARTICLE 25. Waiver Of Jury Trial : EACH OF SELLER AND BUYER HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES THE RIGHT EITHER OR BOTH MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY DOCUMENT CONTEMPLATED TO BE EXECUTED IN CONJUNCTION HEREWITH, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS OF EITHER PARTY.


{W6394298.7}	-19-

ARTICLE 26. Like Kind Exchange : Buyer agrees to cooperate reasonably with Seller and Seller agrees to cooperate reasonably with Buyer, in effecting an exchange transaction which includes any or all of the Property pursuant to Section 1031 of the United States Internal Revenue Code if Seller and/or Buyer, as applicable, elects to complete such an exchange, provided that any exchange initiated by Seller or Buyer shall be at the sole cost and expense of the initiating party, not cause Buyer to actually take title to any property other than the Property and not delay the Closing. In addition, each of Seller and Buyer shall indemnify and hold the other harmless from any and all cost, expense or liability incurred solely as a result of Buyer or Seller, as applicable, accommodating such tax deferred exchange. The provisions of this paragraph shall survive the Closing indefinitely.

ARTICLE 27. Business Days . As used in this Agreement, the term “business day” shall mean any day other than a Saturday, Sunday or recognized federal holiday or a recognized state holiday of the state where the Property is located. If the last date for performance by either party under this Agreement occurs on a day which is not a business day, then the last date for such performance shall be extended to the next occurring business day.

ARTICLE 28. Confidentiality . (a) Each of Seller and Buyer agrees to hold all materials and information related to the Property and this transaction, including the existence and terms of this Agreement, whether received from Seller, Buyer, third parties, or generated by Buyer or Seller, in the strictest confidence and not disclose the same to any third parties; provided, however, each of Seller and Buyer may disclose such information for use only in connection with evaluating this transaction to its officers, directors, employees, consultants, attorneys, advisors and agents so long as such persons are informed by Seller or Buyer, as applicable of the confidential nature of such information and are directed by Seller or Buyer, as applicable, to treat such information confidentially. If this Agreement is terminated prior to the Closing Date, all such confidences shall continue to be maintained. In the event this Agreement is terminated, whether before or after the Due Diligence Expiration Date, each of Seller and Buyer and their respective officers, directors, employees, consultants, advisors, attorneys, and agents shall deliver to Seller or Buyer, as applicable, upon request, all documents and other materials, and all copies thereof, obtained from Seller, Buyer or their respective agents in connection with this Agreement. By execution of this Agreement, Escrow Agent hereby agrees to maintain the existence of this Agreement and the nature and details of the transaction contemplated hereby in confidence, unless Escrow Agent is required by law to disclose some or all of such information.

(b) Notwithstanding the above provisions of this Article 28, and in accordance with Section 1.6011-4(b)(3)(iii) of the Treasury Regulations, each party to this Agreement (and each employee, representative, or other agent of each party) may disclose to any and all persons, without limitation of any kind, the tax treatment and tax structure, for federal tax purposes, of the transactions contemplated by this Agreement and all materials of any kind (including opinions or other tax analyses) that are provided to such party relating to such tax treatment and tax structure; provided, however , that, pursuant to Section 1.6011-4(b)(3)(ii) of the Treasury Regulations, such disclosure shall not be permitted to the extent, but only to the extent, such disclosure would reasonably be considered to result in noncompliance with the securities laws of any applicable jurisdiction.

ARTICLE 29. IRS Real Estate Sales Reporting . Buyer and Seller hereby agree that Escrow Agent shall act as “the person responsible for closing” the transaction which is the subject of this Agreement pursuant to Section 6045(e) of the Code and shall prepare and file all informational returns, including IRS Form 1099-S, and shall otherwise comply with the provisions of Section 6045(e) of the Code. The provisions of this Article 29 shall survive the Closing.

ARTICLE 30. Limitations on Liability . Notwithstanding anything to the contrary in this Agreement, and subject to any additional limitations on Seller’s liability set forth elsewhere in this Agreement: (a) Buyer’s recourse against Seller under this Agreement or any agreement, document, certificate or instrument delivered by Seller hereunder, or under any law, rule or regulation relating to the Property, shall be limited to Seller’s interest in the Property (or, following the Closing, to the net proceeds of the sale of the Property actually received by Seller); and (b) in no event shall any of Seller Parties have any personal liability hereunder or otherwise. The acceptance of the Deed shall constitute full performance of all of Seller’s obligations hereunder other than those obligations of Seller, if any, that by the express terms hereof are to survive the Closing. For purposes of this Article 30, no negative capital account or any contribution or payment obligation of any partner or member of Seller shall constitute an asset of Seller. The provisions of this Article 30 shall survive the Closing or termination of this Agreement.


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ARTICLE 31. Press Releases . Each of Seller and Buyer agrees that, without the prior written approval of the other party, neither Seller nor Buyer shall issue any press release, advertisement, internet posting or other similar announcement, statement or disclosure of this Agreement, the transactions contemplated hereby, or the parties hereto (or their respective affiliates and advisors), whether before or after the Closing, except to the extent otherwise required by law. The provisions of this Article 31 shall survive the Closing or termination of this Agreement.

ARTICLE 32. Time of the Essence . Time is of the essence in the performance of each and every one of the parties' respective obligations contained in Articles 3, 5, 6, 7, 11(solely with respect to the expiration of any survival periods set forth therein) and 22 (solely with respect to the expiration of any survival periods set forth therein) of this Agreement.

ARTICLE 33. Costs and Attorneys’ Fees . In the event of any arbitration, litigation or dispute between the parties arising out of or in any way connected with this Agreement, including actions maintained by the parties subsequent to the Closing Date, resulting in any litigation, then the prevailing party in such litigation shall be entitled to recover its costs of prosecuting and/or defending same, including, without limitation, reasonable attorneys’ fees at trial and all appellate levels. Regardless of whether Closing occurs hereunder, and except as otherwise expressly provided herein, each party hereto shall be responsible for its own costs in connection with this Agreement and the transactions contemplated hereby, including, without limitation, fees of attorneys, engineers and accountants. The provisions of this Article 33 shall survive the Closing of the transaction contemplated hereby.

ARTICLE 34. Waivers. Any waiver of any term or condition of this Agreement, or of the breach of any covenant, representation or warranty contained herein, in any one instance, shall not operate as or be deemed to be or construed as a further or continuing waiver of any other breach of such term, condition, covenant, representation or warranty or any other term, condition, covenant, representation or warranty, nor shall any failure at any time or times to enforce or require performance of any provision hereof operate as a waiver of or affect in any manner such party’s right at a later time to enforce or require performance of such provision or any other provision hereof.

ARTICLE 35. Severability . If any provision of this Agreement shall be held or deemed to be, or shall in fact be, invalid, inoperative or unenforceable as applied to any particular case in any jurisdiction or jurisdictions, or in all jurisdictions or in all cases, because of the conflict of any provision with any constitution or statute or rule of public policy or for any other reason, such circumstance shall not have the effect of rendering the provision or provisions in question invalid, inoperative or unenforceable in any other jurisdiction or in any other case or circumstance or of rendering any other provision or provisions herein contained invalid, inoperative or unenforceable to the extent that such other provisions are not themselves actually in conflict with such constitution, statute or rule of public policy, but this Agreement shall be reformed and construed in any such jurisdiction or case as if such invalid, inoperative or unenforceable provision had never been contained herein and such provision reformed so that it would be valid, operative and enforceable to the maximum extent permitted in such jurisdiction or in such case.

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{W6394298.7}	-21-

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as an instrument under seal as of the day and date first written above.

SELLER:

CHERRY HILL DRIVE OWNER, LLC,

a Delaware limited liability company

By:
Name: Brandon D. Kelly
Title: Authorized Signatory

BUYER:

ABIOMED, INC.,

a Delaware corporation

By:
Name:
Title:

THE UNDERSIGNED HEREBY JOINS IN THIS AGREEMENT AS ESCROW AGENT AND ACKNOWLEDGES AND AGREES TO BE BOUND BY THE PROVISIONS OF ARTICLES 3, 24 AND 29 OF THIS AGREEMENT:

[ TO BE INSERTED ]

By:
Name:
Title:


{W6394298.7}	-22-

EXHIBIT A

LEGAL DESCRIPTION OF REAL PROPERTY

24-42 Cherry Hill Drive, Danvers, Massachusetts

That certain parcel of land with any improvements thereon situate in Danvers, County of Essex, Commonwealth of Massachusetts, being shown as Lots 3, 4, 5 and 6 on a plan entitled "Plan of Land in Danvers, Mass., owned by Thomas J. Flatley, Scale: 1 in. = 100 ft., dated May 13, 1983, by The Russell A Wheatley Co., Inc., Land Surveyors and Engineers, 700 Bedford Street, Abington, Massachusetts" recorded with Essex South District Registry of Deeds in Plan Book 183 as Plan 94, and further bounded and described as follows:

NORTHERLY:	by land now or formerly of the Beverly Airport as shown on said plan by 4 bounds measuring respectively, 739.06 ft., 41.69 ft., 189.28 ft. and 105.00 ft.;

NORTHEASTERLY:	by land now or formerly of Terra-Light Inc. as shown onsaid plan 2 bounds measuring respectively, 369.69 ft. and 178.66 ft.

EASTERLY:	by Cherry Hill Drive as shown on said plan 2 bounds measuring respectively 87.60 ft. and 205.65 ft.

SOUTHERLY:	by land now or formerly of The Pacific Lumber Company as shown on said plan 1093.66 ft., and

WESTERLY:	by land now or formerly of Sawyer as shown on said plan by 2 bounds measuring respectively 231.87 ft. and 339.78 ft.

The above-described land is also referred to as Lots 3, 4, 5 and 6 on a Plan dated January 8, 1980 by Frank C. Gelinas and Associates, recorded with said Deeds in Plan Book 160 as Plan 1.

[Note: Remaining Exhibits to be agreed upon by Seller and Buyer in advance of Purchase and Sale Agreement being executed]


{W6394298.7}

Exhibit 31.1

CERTIFICATIONS

I, Michael R. Minogue certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of ABIOMED, Inc.

2. Based on my knowledge, this Report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this Report;

3. Based on my knowledge, the financial statements, and other financial information included in this Report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this Report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this Report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this Report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this Report based on such evaluation; and

(d) Disclosed in this Report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: February 6, 2018

/s/ Michael R. Minogue

Michael R. Minogue

Chairman, President and Chief Executive Officer

(Principal Executive Officer)

Exhibit 31.2

I, Ian W. McLeod certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of ABIOMED, Inc.

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: February 6, 2018

/s/ IAN W. MCLEOD

Ian W. McLeod

Vice President and Corporate Controller

(Interim Principal Financial and Accounting Officer)

Exhibit 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. § 1350

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report on Form 10-Q of ABIOMED, Inc., (the “Company”) for the quarter ended December 31, 2017, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), each of the undersigned President and Chief Executive Officer, and Vice President and Corporate Controller, of the Company, certifies, to the best knowledge and belief of the signatory, pursuant to 18 U.S.C. § 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 that:

(1)

The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)

The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ MICHAEL R. MINOGUE

/s/ IAN W. MCLEOD

Michael R. Minogue

Chairman, President and Chief Executive Officer

Ian W. McLeod

Vice President and Corporate Controller (Interim Principal Financial and Accounting Officer)

Date: February 6, 2018