Common use of Alterations Allowance Clause in Contracts

Alterations Allowance. Notwithstanding anything to the contrary in Paragraph 9 below, Landlord shall contribute toward the cost of the design, construction and installation of the Initial Alterations (including, without limitation, Tenant’s Contractor’s fee and the Alteration Operations Fee provided for in Paragraph 9.a. below) an amount not to exceed One Million Seventy-One Thousand Nine Hundred Sixty-Six and No/100ths Dollars ($1,071,966.00) (the “Alterations Allowance”). No portion of the Alterations Allowance may (A) be applied to the cost of equipment, trade fixtures, moving expenses, furniture, signage or cabling, (B) be applied to any portion of the Premises which is then the subject of a sublease, or (C) be used to prepare any portion of the Premises for a proposed subtenant or assignee. Notwithstanding anything to the contrary herein, Tenant shall not be entitled to receive (and Landlord shall have no obligation to disburse) all or any portion of the Alterations Allowance if Tenant is in default under the Lease at the time Tenant requests such disbursement, but Tenant shall be entitled to receive the subject disbursement after such default is cured, subject to Tenant complying with all other conditions for the disbursement provided for herein within the Availability Period (as defined below). Notwithstanding anything to the contrary in this Paragraph 4.b., the Alterations Allowance shall be available for disbursement pursuant to the terms hereof only during the fifteen (15) month period (the “Availability Period”) commencing on the Delivery Date. Accordingly, if any portion of the Alterations Allowance has not been utilized (and Tenant has not submitted to Landlord invoices evidencing such costs) prior to the end of the Availability Period, such unused portion shall be forfeited by Tenant.

Alterations Allowance. Notwithstanding anything to the contrary in Paragraph 9 belowof the Lease, Landlord shall contribute provide Tenant with an allowance of up to Two Million Seven Hundred Seven Thousand Nine Hundred Twenty Dollars ($2,707,920.00)(the "Alterations Allowance") to be applied toward the cost of the designInitial Alterations, construction of which not more than Three Hundred Twenty Eight Thousand Nine Hundred Twenty Dollars ($328,920.00) of the Alterations Allowance may be applied to the Initial Alterations in the Ground Floor Premises. Further, not more than One Hundred Sixty Seven Thousand Four Hundred Nine Dollars ($167,409.00) of the Alterations Allowance may be applied to Tenant's reasonable space planning, architectural and installation engineering costs for the design of the Initial Alterations (including, without limitation, Tenant’s Contractor’s fee and the Alteration Operations Fee provided for in Paragraph 9.a. below) an amount not to exceed One Million Seventy-One Thousand Nine Hundred Sixty-Six and No/100ths Dollars ($1,071,966.00) (the “Alterations Allowance”)Alterations. No portion of the Alterations Allowance may (A) be applied to the cost of equipment, trade fixtures, moving expenses, furniture, signage signage, computer cabling or cablingfree rent, (B) be applied to any portion of the Premises which is then the subject of a sublease, or (C) be used to prepare any portion of the Premises for a proposed subtenant or assignee. Notwithstanding anything to the contrary hereinFurther, Tenant shall not be entitled to receive (and Landlord shall have no obligation to disburse) all or any portion of the Alterations Allowance if Tenant is in default under the Lease at the time Tenant requests such disbursement, but Tenant shall be entitled to receive the subject disbursement after such default is cured, subject to Tenant complying with all other conditions for the disbursement provided for herein within the Availability Period (as defined below). Notwithstanding anything to the contrary in this Paragraph 4.b., the Alterations Allowance shall be available for disbursement pursuant to the terms hereof only during the fifteen (15) month period (the “Availability Period”) commencing on the Delivery DateCommencement Date and ending on December 1, 2005 (the "Allowance Availability Period"). Accordingly, if any portion of the Alterations Allowance has not been utilized (and Tenant has not submitted to Landlord invoices evidencing such costs) prior to the end expiration of the Allowance Availability Period, such unused portion shall be forfeited by Tenant. Landlord shall disburse the Alterations Allowance for the Initial Alterations directly to Tenant's Contractor, or subcontractors, or to Tenant as Landlord and Tenant may agree, in monthly installments. Landlord's disbursements shall be conditioned upon Landlord's receipt of (I) invoices of Tenant's Contractor furnished to Landlord by Tenant covering work actually performed, construction in place and materials actually delivered to the site (as may be applicable) describing in reasonable detail such work, construction and/or materials, (II) conditional lien waivers executed by Tenant's Contractor, subcontractors or suppliers, as applicable, for their portion of the work covered by the requested disbursement, and (III) unconditional lien waivers executed by Tenant's Contractor and the persons and entities performing the work or supplying the materials covered by Landlord's previous disbursement for the work or materials covered by such previous disbursements (all such waivers to be in the form prescribed by California law). No payment will be made for materials or supplies not on site. Landlord may withhold the amount of any and all retention percentages provided for in original contracts or subcontracts until expiration of the applicable lien periods or receipt of unconditional lien waivers and full releases upon final payment (in the form prescribed by California law) from Tenant's Contractor, subcontractors or suppliers, as applicable. Tenant shall pay for all costs of the construction of the Initial Alterations in excess of the Alterations Allowance. Based on the estimated cost of the construction of the Initial Alterations (the "Estimated Costs"), the pro rata share of the Estimated Costs payable by Landlord and Tenant shall be determined and an appropriate percentage share established for each (a "Share of Costs"). Tenant and Landlord shall fund the cost of the construction of the Initial Alterations (including the applicable portion of the applicable fees) as the same is performed, in accordance with their respective Share of Costs for the construction. Tenant's payments shall be made directly to Tenant's Contractor or the subcontractors or suppliers involved and Tenant shall furnish to Landlord copies of receipted invoices for such payments (describing in reasonable detail the work, construction and/or materials applicable to the subject disbursement) and such waivers of lien rights as Landlord may reasonably require. Notwithstanding anything to the contrary above, at the time Landlord makes any disbursement of the Alterations Allowance for application to the Initial Alterations, Landlord shall retain from the Alterations Allowance, as a partial payment of the Alteration Operations Fee, a proportionate amount of the Alteration Operations Fee based upon Landlord's reasonable estimation of the amount required to be withheld from each disbursement in order to ensure that the entire Alteration Operations Fee is retained over the course of construction of the Initial Alterations on a prorata basis. At such time as the Alterations Allowance has been entirely disbursed, Tenant shall, within fifteen (15) days of written demand, pay to Landlord the remainder, if any, of the Alteration Operations Fee not yet paid to Landlord.

Alterations Allowance. Notwithstanding anything to (a) Upon Tenant's written request and satisfaction of the contrary conditions set forth in Paragraph 9 Section 3.6(b) below, Landlord will contribute to the cost of any interior office and lab improvements to the Premises, cabling and signage (collectively, "Permitted Alterations") that Tenant hereafter performs in or to the Premises to the extent of the lesser of (i) One Million Fifty-Two Thousand Three Hundred Eighty-Six and 50/100 Dollars ($1,052,386.50) (calculated on the basis of $16.50 per rentable square foot in the Premises) or (ii) the actual cost of the Permitted Alterations (the lesser of the previously-described amounts being hereinafter referred to as the "Alterations Allowance"). The Alterations Allowance may only be applied to the payment or reimbursement of documented "hard costs" of labor and materials and "soft costs" relating to the Permitted Alterations. Tenant shall contribute toward pay for all costs of Permitted Alterations in excess of the Alterations Allowance; provided, however, that, in addition to the Alterations Allowance, Landlord shall provide Tenant a "test fit" allowance not to exceed $6,378.10 towards the cost of preparing preliminary space plans and interior design plans relating to the Permitted Alterations (such amount to be reimbursed by Landlord to Tenant within thirty (30) days of reasonably detailed invoices therefor). (b) Provided that this Lease is then in full force and effect, Landlord shall pay the Alterations Allowance to Tenant within thirty (30) days after satisfaction of each of the following conditions: (i) Tenant's delivery to Landlord of invoices and other reasonably satisfactory evidence of the cost of the design, construction and installation of the Initial Alterations Permitted Alterations; (including, without limitation, Tenant’s Contractor’s fee and the Alteration Operations Fee provided for in Paragraph 9.a. belowii) an amount not to exceed One Million Seventy-One Thousand Nine Hundred Sixty-Six and No/100ths Dollars ($1,071,966.00) (the “Alterations Allowance”). No portion of the Alterations Allowance may (A) be applied to the cost of equipment, trade fixtures, moving expenses, furniture, signage or cabling, (B) be applied with respect to any portion of the Premises which is then the subject Permitted Alterations requiring a building permit, Tenant's delivery to Landlord of a subleasecertificate issued by Tenant's architect certifying, or (C) be used to prepare any for the benefit of Landlord, that such portion of the Premises Permitted Alterations has been completed in accordance with the plans approved by Landlord (excepting only minor field changes not inconsistent with the intent of such approved plans and any change orders approved by Landlord) and in compliance with all Applicable Requirements; (iii) Tenant's delivery to Landlord of lien releases, in statutory form, from the Tenant's contractor, major subcontractors, and any other persons and entities providing work or materials covered by such statement who have given a preliminary 20-day notice in accordance with California Civil Code Section 3097; and (iv) Tenant's delivery to Landlord of as-built plans and specifications for a proposed subtenant or assignee. Notwithstanding anything to the contrary hereinPermitted Alterations, if appropriate (provided that, in all cases, Tenant shall not be entitled deliver to receive Landlord reasonably detailed plans and specifications for its cabling). (and c) If Tenant fails to submit reasonably satisfactory documentation requesting disbursement of the Alterations Allowance on or before December 31, 2010, Landlord shall have no further obligation to disburse) all or any portion of provide the Alterations Allowance if or any remaining balance thereof to Tenant, nor shall Tenant is in default under the Lease at the time Tenant requests such disbursement, but Tenant shall be entitled to receive the subject disbursement after such default is cured, subject to Tenant complying with all other conditions any credit against Rent for the disbursement provided for herein within the Availability Period (as defined below). Notwithstanding anything to the contrary in this Paragraph 4.bany unused portion., the Alterations Allowance shall be available for disbursement pursuant to the terms hereof only during the fifteen (15) month period (the “Availability Period”) commencing on the Delivery Date. Accordingly, if any portion of the Alterations Allowance has not been utilized (and Tenant has not submitted to Landlord invoices evidencing such costs) prior to the end of the Availability Period, such unused portion shall be forfeited by Tenant.

Alterations Allowance. Notwithstanding anything to the contrary in Paragraph 9 below, Landlord shall contribute toward the cost of the design, construction and installation of the Initial Alterations (including, without limitation, Tenant’s Contractor’s fee and the Alteration Operations Fee provided for in Paragraph 9.a. belowFee) an amount not to exceed One Two Million Seventy-One Eight Hundred Eighty Two Thousand Nine Two Hundred Sixty-Six and No/100ths Fifty Dollars ($1,071,966.002,882,250.00) (the “Alterations Allowance”Allowance-); provided, however that not more than Three Hundred Eighty Four Thousand Three Hundred Dollars ($384,300.00) of the Alterations Allowance may be applied to Tenant’s reasonable space planning, consultant, architectural and engineering costs for the design of the Initial Alterations. No portion of the Alterations Allowance may (A) be applied to the cost of equipment, trade fixtures, moving expenses, . furniture, signage or cablingfree rent, (B) but the Alterations Allowance may be applied to any portion the cost of the Premises which is then the subject of a sublease, or (C) be used to prepare any portion of the Premises for a proposed subtenant or assigneenetwork cabling. Notwithstanding anything to the contrary hereinFurther, Tenant shall not be entitled to receive (and Landlord shall have no obligation to disburse) all or any portion of the Alterations Allowance if Tenant is in default under the Lease at the time Tenant requests such disbursement; provided, but however, that if Landlord did not make a disbursement because Tenant was then in default under this Lease, Landlord shall be entitled to receive make the subject disbursement after at such time as the default is cured, subject to Tenant complying with provided that all other conditions for the disbursement provided for herein hereunder have been met and the default is cured within the Allowance Availability Period (as defined below). Notwithstanding anything to the contrary in this Paragraph 4.b4.d.i., the Alterations Allowance shall be available for disbursement pursuant to the terms hereof only during for the fifteen first twelve (1512) month period months following the Commencement Date (the “Allowance Availability Period”) commencing on the Delivery Date). Accordingly, if If any portion of the Alterations Allowance has not been utilized (and Tenant has not submitted to Landlord invoices evidencing such costs) prior to the end of the Allowance Availability Period, such unused portion shall be forfeited by Tenant. Tenant acknowledges that the Alterations Allowance is to be applied to Initial Alterations covering the entire Premises outlined in Exhibit A. The foregoing shall not be deemed to require Tenant to improve all portions of the Premises in the same manner or to the same level of finish, but all portions of the Premises shall be improved in a reasonable manner appropriate for office space, including electrical, FIVAC, lighting floor covering and wall covering consistent with the balance of the Premises (such improvements are sometimes referred to hereinafter as the “Minimum Improvement Standards”). If Tenant does not elect to improve the entire Premises with the Minimum Improvement Standards, then the Alterations Allowance shall be adjusted on a pro-rata per rentable square foot basis to reflect the number of square feet actually being improved with such Minimum Improvement Standards.

Alterations Allowance. Notwithstanding anything to the contrary in Paragraph 9 below, Landlord shall contribute toward the cost of the design, construction and installation of the Initial Alterations (including, without limitation, Tenant’s Contractor’s fee and the Alteration Operations Fee provided for in Paragraph 9.a. belowFee) an amount not to exceed One Million Sixty-Two Thousand Eight Hundred Seventy-One Thousand Nine Hundred Sixty-Six Two and No/100ths 50/100 Dollars ($1,071,966.0062,872.50) (the “Alterations Allowance”). No At Tenant’s option, Tenant may apply portions of the Alterations Allowance to the cost of furniture, fixtures, equipment or moving costs (“Permitted Non-Construction Costs”). In no event may any portion of the Alterations Allowance may (A) be applied to the cost of equipment, trade fixtures, moving expenses, furniture, signage or cabling, (B) be applied to any portion of the Premises which is then the subject of a sublease, or (CB) be used to prepare any portion of the Premises for a proposed subtenant or assigneeassignee or (C) be applied to free rent, excepts as set forth in the immediately following sentence. Notwithstanding anything At Tenant’s option, Tenant may apply up to Thirty-One Thousand Four Hundred Thirty-Six and 25/100 ($31,436.25) of the contrary hereinAlterations Allowance to free rent. Further, Tenant shall not be entitled to receive (and Landlord shall have no obligation to disburse) or apply to free rent all or any portion of the Alterations Allowance if Tenant is in default under the Lease at the time Tenant requests such disbursement, but Tenant shall be entitled to receive the subject disbursement after such default is cured, subject to Tenant complying with all other conditions for the disbursement provided for herein within the Availability Period (as defined below)or application. Notwithstanding anything to the contrary in this Paragraph 4.b4.b.i., the Alterations Allowance shall be available for disbursement or application pursuant to the terms hereof only during the fifteen (15) month period commencing on the date hereof and ending on October 1, 2014 (the “Allowance Availability Period”) commencing on the Delivery Date). Accordingly, if any portion of the Alterations Allowance has not been utilized (and Tenant has not submitted to Landlord invoices evidencing such costs) or applied as free rent prior to the end of the Allowance Availability Period, such unused portion shall be forfeited by Tenant.