Common use of Consent Required for Tenant’s Alterations Clause in Contracts

Consent Required for Tenant’s Alterations. The Tenant shall not make alterations or additions to the Premises except in accordance with complete, coordinated construction plans and specifications therefor first approved by the Landlord, which approval shall not be unreasonably withheld or delayed. There will be no charge for Landlord’s review of Tenant’s plans, specifications and construction, except for Landlord’s reasonable, third party, out-of-pocket expenses. Notwithstanding the foregoing, the Tenant may, from time to time without the Landlord’s prior consent and at the Tenant’s own expense, make interior non-structural alterations and changes in and to the Premises, provided that such alterations or changes (i) do not diminish the value of the Building, (ii) do not exceed the applicable floor loading capacity of the Building; (iii) do not affect existing mechanical or electrical, plumbing, HVAC or other systems in the Building (except for standard balancing adjustments of existing systems that may be required when adding offices, conference rooms and the like), and/or (iv) do not affect the exterior appearance of the Building (including without limitation by changing glass or making changes to the Premises that are visible from the exterior of the Building), provided that any proposed alterations and changes costing Fifty Thousand Dollars ($50,000) or more, and any proposed alterations and changes that do not fulfill the conditions of any of clauses (i) through (iv) above, shall require Landlord’s prior approval as aforesaid. Whether or not the Tenant’s changes and/or alterations require the Landlord’s consent pursuant to this paragraph, the Tenant shall, in each instance, give reasonable prior notice to the Landlord of the presence of Tenant’s contractors in the Building and any alterations and changes in and to the Premises which the Tenant intends to undertake, together with a reasonable description of the proposed work and such plans and specifications as the Tenant has therefor. The Landlord shall not be deemed unreasonable for withholding approval of any alterations or additions which (i) would adversely affect any structural or exterior element of the Building, (ii) would adversely affect the general utility of the Building for use by existing tenants or prospective future tenants thereof, (iii) would affect the exterior appearance of the Building in a manner which is not acceptable to the Landlord, in its sole discretion, (iv) will require unusual expense to readapt the Premises to normal use as laboratory space; or (v) would adversely affect existing mechanical or electrical, plumbing, HVAC or other systems in the Building, in each case, with respect to clauses (i)-(v), as reasonably determined by the Landlord in its sole discretion. The Landlord shall not be deemed unreasonable in delaying the approval of any alterations or additions to the extent that Landlord reasonably requires consultation with third party architects or engineers to review the plans for such work. In any notice withholding approval the Landlord shall specify, in reasonable detail, the nature of the Landlord’s objection. Neither the Landlord’s failure to object to any proposed alterations or additions, nor the Landlord’s approval of any plans and specifications furnished by Tenant to Landlord, shall be construed as superseding in any respect, or as a waiver of Landlord’s right to enforce, the Tenant’s obligation to fulfill all of the terms and conditions of this Lease applicable to any work contemplated thereby. All alterations and additions to the Premises shall be designed in reasonable accordance with the Building design standards promulgated by Landlord from time to time. Notwithstanding anything to the contrary contained in this Section 4.1, if any of the Tenant’s proposed alterations and/or additions affect the roof of the Building, the following additional conditions shall apply:

Consent Required for Tenant’s Alterations. The Tenant shall not make alterations or additions to the Premises except in accordance with completethe building standards from time to time in effect, coordinated with construction rules and regulations from time to time promulgated by Landlord and applicable to Tenants in the Building, and with plans and specifications therefor first approved by the Landlord, which approval shall not be unreasonably withheld or delayed. There will be no charge for Landlord’s review of Tenant’s plansunreasonably; provided, specifications and constructionhowever, except for Landlord’s reasonable, third party, out-of-pocket expenses. Notwithstanding the foregoing, the Tenant may, from time to time without the Landlord’s prior consent and at the Tenant’s own expense, make interior non-structural alterations and changes in and to the Premises, provided that such alterations or changes (i) do not diminish change the value character of the BuildingPremises as laboratory space, (ii) do not exceed the applicable floor loading capacity of the Building; (iii) do not affect existing mechanical or electrical, plumbing, HVAC or other systems in the Building (except for standard balancing adjustments of existing systems that may be required when adding offices, conference rooms and the like), and/or (iv) do not affect the exterior appearance of the Building (including without limitation by changing glass or making changes subject to the Premises that are visible from the exterior provisions of the BuildingSection 11.10 with respect to Secured Property (as hereinafter defined), provided that any proposed alterations and changes costing Fifty Thousand Dollars ($50,000) or more, and any proposed alterations and changes that do not fulfill the conditions of any of clauses (i) through (iv) above, shall require Landlord’s prior approval as aforesaid. Whether or not the Tenant’s changes and/or alterations require the Landlord’s consent pursuant to this paragraph, the Tenant shall, in each instance, give reasonable prior notice to the Landlord of the presence of Tenant’s contractors in the Building and any alterations and changes in and to the Premises which the Tenant intends to undertake, together with a reasonable description of the proposed work and such plans and specifications as the Tenant has therefor. The Landlord shall not be deemed unreasonable for withholding approval of any alterations or additions which (i) would might adversely affect any structural or exterior element of the Building, (ii) would adversely involves or might affect the general utility roof of the Building for use by existing tenants (subject, however, to Section 4.7), any area or prospective future tenants thereofelement outside of the Premises, (iii) would affect the exterior appearance or any facility serving any area of the Building in a manner which is not acceptable to outside of the LandlordPremises or any publicly accessible major interior features of the Building, in its sole discretion, or (iviii) will require unusual expense to readapt the Premises to normal use as laboratory space; or (v) would adversely affect existing mechanical or electrical, plumbing, HVAC or other systems in unless the BuildingTenant first gives assurance acceptable to the Landlord that such readaptation will be made prior to such termination without expense to the Landlord, in each case, with respect to clauses (i)-(v), case as reasonably determined by the Landlord in its sole discretionLandlord. The Landlord shall not be deemed unreasonable in delaying Notwithstanding the approval foregoing, Tenant may, without the prior written consent of any alterations or additions to the extent that Landlord reasonably requires consultation with third party architects or engineers to review the plans for such work. In any notice withholding approval the Landlord shall specify, in reasonable detail, the nature of the Landlord’s objection. Neither the Landlord’s failure to object to any proposed alterations or additions, nor the Landlord’s approval of any plans and specifications furnished by Tenant to Landlord, shall be construed as superseding in any respect, install or as a waiver of Landlord’s right to enforce, replace wall coverings or floor coverings and otherwise decorate the Tenant’s obligation to fulfill all of the terms and conditions of this Lease applicable to any work contemplated thereby. All alterations and additions to the Premises shall be designed in reasonable accordance with the Building design standards promulgated by Landlord from time to time. Notwithstanding anything to the contrary contained in this Section 4.1, if any of the Tenant’s proposed alterations and/or additions affect the roof of the Building, the following additional conditions shall apply:Premises.

Consent Required for Tenant’s Alterations. The Tenant shall not make alterations or additions to the Premises except in accordance with complete(i) reasonable construction rules and regulations from time to time promulgated by Landlord and applicable to Tenants in the Building (a current copy of which is attached hereto as Exhibit F), coordinated construction and (ii) plans and specifications therefor first approved by the Landlord, which approval shall not be unreasonably withheld withheld, conditioned or delayed. There will be no charge for Landlord’s review of Tenant’s plansIn addition, specifications and construction, except for Landlord’s reasonable, third party, out-of-pocket expenses. Notwithstanding the foregoing, the Tenant may, from time to time without the Landlord’s prior consent and at the Tenant’s own expense, may make interior non-structural alterations and changes in and to affecting only the interior of the Premises, provided that such alterations and not adversely affecting building systems, costing less than $50,000.00 in any one instance (or changes (i) do not diminish the value of the Building, (ii) do not exceed the applicable floor loading capacity of the Building; (iii) do not affect existing mechanical or electrical, plumbing, HVAC or other systems in the Building (except for standard balancing adjustments of existing systems that may be required when adding offices, conference rooms and the like), and/or (ivaggregate with respect to related alterations) do not affect the exterior appearance of the Building (including without limitation by changing glass or making changes to the Premises that are visible from the exterior of the Building), provided that any proposed alterations and changes costing Fifty Thousand Dollars ($50,000) or more, and any proposed alterations and changes that do not fulfill the conditions of any of clauses (i) through (iv) above, shall require Landlord’s prior approval as aforesaid. Whether or not the Tenant’s changes and/or alterations require the Landlord’s consent pursuant to this paragraphwritten consent, the Tenant shall, in each instance, give reasonable prior notice but subject to the Landlord other terms of this Lease and provided that Tenant provides notice of such alterations within a reasonable time after the completion of the presence of Tenant’s contractors in the Building and any alterations and changes in and to the Premises which the Tenant intends to undertake, together with a reasonable description of the proposed work and such plans and specifications as the Tenant has thereforsame. The Landlord shall not be deemed unreasonable for withholding approval of any alterations or additions which (i) would adversely will affect any structural or exterior element of the Building, any area or element outside of the Premises, or any facility serving any area of the Building outside of the Premises or any publicly accessible major interior features of the Building, (ii) would adversely affect the general utility of the Building for use by existing tenants or prospective future tenants thereof, (iii) would affect the exterior appearance of the Building in a manner which is not acceptable to the Landlord, in its sole discretion, (iv) constitute non-standard office/laboratory improvements and will require unusual significant expense to readapt the Premises to normal use substantially the same condition of the Premises as laboratory space; of the date hereof unless the Tenant first gives assurance acceptable to the Landlord that such readaptation will be made prior to such termination without expense to the Landlord, or (viii) which would adversely affect not be compatible with existing mechanical or electrical, plumbing, HVAC or other systems in the Building, in each case, with respect to clauses (i)-(v), as reasonably determined by the Landlord. Landlord will not charge Tenant any coordination, overhead or contractor supervision fees. However, Landlord shall be reimbursed for any third-party, out-of-pocket expenses incurred by Landlord in its sole discretion. The Landlord shall not be deemed unreasonable in delaying connection with the review and approval of any alterations or additions to the extent that Landlord reasonably requires consultation with third party architects or engineers to review the plans for such work. In any notice withholding approval the Landlord shall specify, in reasonable detail, the nature of the Landlord’s objection. Neither the Landlord’s failure to object to any proposed alterations or additions, nor the Landlord’s approval of any plans and specifications furnished by Tenant to Landlord, shall be construed as superseding in any respect, or as a waiver of Landlord’s right to enforce, the Tenant’s obligation to fulfill all of the terms plans, specifications, improvements and conditions of this Lease applicable to any work contemplated thereby. All alterations and additions to the Premises shall be designed in reasonable accordance with the Building design standards promulgated by Landlord from time to time. Notwithstanding anything to the contrary contained in this Section 4.1, if any of the Tenant’s proposed alterations and/or additions affect the roof of the Building, the following additional conditions shall apply:construction.

Consent Required for Tenant’s Alterations. The Tenant shall not make alterations or additions to the Premises (including any Tenant’s Work) except in accordance with complete, coordinated construction plans and specifications therefor first approved by the Landlord, which approval shall not be unreasonably withheld withheld, conditioned or delayed. Except as otherwise provided in Section 4.2, Xxxxxxxx agrees to state in writing simultaneously with its granting of any approval concerning any alteration or addition to the Premises the extent to which Tenant will need to remove the alteration or addition at issue upon the expiration or earlier termination of the Term. There will be no charge for LandlordXxxxxxxx’s review of Tenant’s plans, specifications and construction, except for Landlord’s reasonable, third party, out-of-pocket expenses, which, as provided in Section 4.5 herein, with respect to the Tenant’s Initial Work, shall not exceed Five Thousand and 00/100 Dollars ($5,000.00). Notwithstanding the foregoing, the Tenant may, from time to time without the Landlord’s prior consent and at the Tenant’s own expense, make interior non-structural alterations and changes in and to affecting only the interior of the Premises, provided that such alterations and not affecting Building systems, costing less than $50,000.00 in any one instance (or changes (i) do not diminish the value of the Building, (ii) do not exceed the applicable floor loading capacity of the Building; (iii) do not affect existing mechanical or electrical, plumbing, HVAC or other systems in the Building (except for standard balancing adjustments of existing systems that may be required when adding offices, conference rooms and the like), and/or (ivaggregate with respect to related alterations) do not affect the exterior appearance of the Building (including without limitation by changing glass or making changes to the Premises that are visible from the exterior of the Building), provided that any proposed alterations and changes costing Fifty Thousand Dollars ($50,000) or more, and any proposed alterations and changes that do not fulfill the conditions of any of clauses (i) through (iv) above, shall require Landlord’s prior approval as aforesaid. Whether or not the Tenant’s changes and/or alterations require the Landlord’s consent pursuant to this paragraphwritten consent, the Tenant shall, in each instance, give reasonable prior notice but subject to the Landlord other terms of this Lease, and provided that Tenant provides notice of such alterations within a reasonable time after the completion of the presence of Tenant’s contractors in the Building and any alterations and changes in and to the Premises which the Tenant intends to undertake, together with a reasonable description of the proposed work and such plans and specifications as the Tenant has thereforsame. The Landlord shall not be deemed unreasonable for withholding approval of any alterations or additions which (i) would adversely affect any structural or exterior element of the Building, (ii) would materially and adversely affect the general utility of the Building for use by existing tenants or prospective future tenants thereof, (iii) would affect the exterior appearance of the Building in a manner which is not acceptable to the Landlord, in its sole discretion, (iv) will require unusual expense to readapt the Premises to normal use as laboratory spaceoffice space use; or (v) would adversely affect existing mechanical or electrical, plumbing, HVAC or other systems in the Building, in each case, with respect to clauses (i)-(v), as reasonably determined by the Landlord in its sole discretionLandlord. The Landlord shall not be deemed unreasonable in delaying the approval of any alterations or additions to the extent that Landlord reasonably requires consultation with third party architects or engineers to review the plans for such work. In any notice withholding approval the Landlord shall specify, in reasonable detail, the nature of the Landlord’s objection. Neither the Landlord’s failure to object to any proposed alterations or additions, nor the Landlord’s approval of any plans and specifications furnished by Tenant to Landlord, shall be construed as superseding in any respect, or as a waiver of Landlord’s right to enforce, the Tenant’s obligation to fulfill all of the terms and conditions of this Lease applicable to any work contemplated thereby. All alterations and additions to the Premises shall be designed in reasonable accordance with the Building design standards promulgated by Landlord from time to time. Promptly following the performance of any alterations or additions to the Premises requiring Landlord’s reasonable approval, the Tenant shall furnish Landlord an “as built” set of plans and specifications for the Premises and a report evidencing the completion of air balancing (to the extent such alterations or additions affected air balancing), in a format reasonably requested by the Landlord. Notwithstanding anything to the contrary contained in this Section 4.1, if any of the Tenant’s proposed alterations and/or additions affect the roof of the Building, the following additional conditions shall apply:

Consent Required for Tenant’s Alterations. The Tenant shall not make alterations or additions to the Premises except in accordance with completethe building standards from time to time in effect, coordinated with reasonable construction rules and regulations from time to time promulgated by Landlord and applicable to tenants in the Building, and with plans and specifications therefor first approved by the Landlord, which approval shall not be unreasonably withheld or delayedunreasonably. There will be no charge for Landlord’s review of Tenant’s plans, specifications and construction, except for Landlord’s reasonable, third party, out-of-pocket expenses. Notwithstanding the foregoing, the Tenant may, from time to time without the Landlord’s prior consent and at the Tenant’s own expense, make interior non-structural alterations and changes in and to the Premises, provided that such alterations or changes (i) do not diminish the value of the Building, (ii) do not exceed the applicable floor loading capacity of the Building; (iii) do not affect existing mechanical or electrical, plumbing, HVAC or other systems in the Building (except for standard balancing adjustments of existing systems that may be required when adding offices, conference rooms and the like), and/or (iv) do not affect the exterior appearance of the Building (including without limitation by changing glass or making changes to the Premises that are visible from the exterior of the Building), provided that any proposed alterations and changes costing Fifty Thousand Dollars ($50,000) or more, and any proposed alterations and changes that do not fulfill the conditions of any of clauses (i) through (iv) above, shall require Landlord’s prior approval as aforesaid. Whether or not the Tenant’s changes and/or alterations require the Landlord’s consent pursuant to this paragraph, the Tenant shall, in each instance, give reasonable prior notice to the Landlord of the presence of Tenant’s contractors in the Building and any alterations and changes in and to the Premises which the Tenant intends to undertake, together with a reasonable description of the proposed work and such plans and specifications as the Tenant has therefor. The Landlord shall not be deemed unreasonable most carefully scrutinize and hold the highest standard for withholding approval of any alterations or additions which (i) would adversely involve or might affect any structural or exterior element of the Building, (ii) would adversely affect any area or element outside of the general utility Premises, or any facility serving any area of the Building for use by existing tenants outside of the Premises or prospective future tenants thereof, (iii) would affect the exterior appearance any publicly accessible major interior features of the Building in a manner which is not acceptable to the Landlord, in its sole discretion, or (ivii) will require unusual expense to readapt the Premises to normal use as laboratory space; unless Tenant first gives assurance acceptable to Landlord that such readaptation will be made prior to such termination without expense to Landlord. Without limitation, Landlord shall not be deemed unreasonable for withholding approval of any alteration or addition (vi) which would adversely affect not be compatible with existing mechanical or electrical, plumbing, HVAC or other systems in the Building, in each case, with respect as reasonably determined by Landlord or (ii) which would exceed the PRO RATA share allocable to clauses (i)-(v)the Premises of the capacity of the electrical, water or other systems as specified in Exhibit L, in each case, as reasonably determined by the Landlord in its sole discretionand Landlord's Engineer. The In connection with any alterations which Tenant is permitted to perform under this Lease, Landlord shall not be deemed unreasonable in delaying the execute any permits and/or applications which are required of Tenant under applicable law to facilitate receipt or approval of any alterations or additions to the extent that Landlord reasonably requires consultation with third party architects or engineers to review the plans for such work. In any notice withholding approval the Landlord shall specify, in reasonable detail, the nature a building permit and certificate of the Landlord’s objection. Neither the Landlord’s failure to object to any proposed alterations or additions, nor the Landlord’s approval of any plans and specifications furnished by Tenant to Landlord, shall be construed as superseding in any respect, or as a waiver of Landlord’s right to enforce, the Tenant’s obligation to fulfill all of the terms and conditions of this Lease applicable to any work contemplated thereby. All alterations and additions to the Premises shall be designed in reasonable accordance with the Building design standards promulgated by Landlord from time to time. Notwithstanding anything to the contrary contained in this Section 4.1, if any of the Tenant’s proposed alterations and/or additions affect the roof of the Building, the following additional conditions shall apply:occupancy.

Consent Required for Tenant’s Alterations. The Tenant shall not make alterations or additions to the Premises except in accordance with complete(i) reasonable construction rules and regulations from time to time promulgated by Landlord and applicable to Tenants in the Building (a current copy of which is attached hereto as Exhibit F), coordinated construction and (ii) plans and specifications therefor first approved by the Landlord, which approval shall not be unreasonably withheld withheld, conditioned or delayed. There will be no charge for Landlord’s review of Tenant’s plansIn addition, specifications and construction, except for Landlord’s reasonable, third party, out-of-pocket expenses. Notwithstanding the foregoing, the Tenant may, from time to time without the Landlord’s prior consent and at the Tenant’s own expense, may make interior non-structural alterations and changes in and to affecting only the interior of the Premises, provided that such alterations and not adversely affecting building systems, costing less than $50,000.00 in any one instance (or changes (i) do not diminish the value of the Building, (ii) do not exceed the applicable floor loading capacity of the Building; (iii) do not affect existing mechanical or electrical, plumbing, HVAC or other systems in the Building (except for standard balancing adjustments of existing systems that may be required when adding offices, conference rooms and the like), and/or (ivaggregate with respect to related alterations) do not affect the exterior appearance of the Building (including without limitation by changing glass or making changes to the Premises that are visible from the exterior of the Building), provided that any proposed alterations and changes costing Fifty Thousand Dollars ($50,000) or more, and any proposed alterations and changes that do not fulfill the conditions of any of clauses (i) through (iv) above, shall require Landlord’s prior approval as aforesaid. Whether or not the Tenant’s changes and/or alterations require the Landlord’s consent pursuant to this paragraphwritten consent, the Tenant shall, in each instance, give reasonable prior notice but subject to the Landlord other terms of this Lease and provided that Tenant provides notice of such alterations within a reasonable time after the completion of the presence of Tenant’s contractors in the Building and any alterations and changes in and to the Premises which the Tenant intends to undertake, together with a reasonable description of the proposed work and such plans and specifications as the Tenant has thereforsame. The Landlord shall not be deemed unreasonable for withholding approval of any alterations or additions which (i) would adversely will affect any structural or exterior element of the Building, any area or element outside of the Premises, or any ‘ facility serving any area of the Building outside of the Premises or any publicly accessible major interior features of the Building, (ii) would adversely affect the general utility of the Building for use by existing tenants or prospective future tenants thereof, (iii) would affect the exterior appearance of the Building in a manner which is not acceptable to the Landlord, in its sole discretion, (iv) constitute non-standard office/laboratory improvements and will require unusual significant expense to readapt the Premises to normal use substantially the same condition of the Premises as laboratory space; of the date hereof unless the Tenant first gives assurance acceptable to the Landlord that such readaptation will be made prior to such termination without expense to the Landlord, or (viii) which would adversely affect not be compatible with existing mechanical or electrical, plumbing, HVAC or other systems in the Building, in each case, with respect to clauses (i)-(v), as reasonably determined by the Landlord. Landlord will not charge Tenant any coordination, overhead or contractor supervision fees. However, Landlord shall be reimbursed for any third-party, out-of-pocket expenses incurred by Landlord in its sole discretion. The Landlord shall not be deemed unreasonable in delaying connection with the review and approval of any alterations or additions to the extent that Landlord reasonably requires consultation with third party architects or engineers to review the plans for such work. In any notice withholding approval the Landlord shall specify, in reasonable detail, the nature of the Landlord’s objection. Neither the Landlord’s failure to object to any proposed alterations or additions, nor the Landlord’s approval of any plans and specifications furnished by Tenant to Landlord, shall be construed as superseding in any respect, or as a waiver of Landlord’s right to enforce, the Tenant’s obligation to fulfill all of the terms plans, specifications, improvements and conditions of this Lease applicable to any work contemplated thereby. All alterations and additions to the Premises shall be designed in reasonable accordance with the Building design standards promulgated by Landlord from time to time. Notwithstanding anything to the contrary contained in this Section 4.1, if any of the Tenant’s proposed alterations and/or additions affect the roof of the Building, the following additional conditions shall apply:construction.

Consent Required for Tenant’s Alterations. The Tenant shall not make alterations or additions to the Premises except in accordance with completethe Tenant Design and Construction Manual, coordinated construction and with plans and specifications therefor first approved by the Landlord, which approval shall not be unreasonably withheld or delayed. There will be no charge for Landlord’s review of Tenant’s plans, specifications and construction, except for Landlord’s reasonable, third party, out-of-pocket expensesunreasonably. Notwithstanding the foregoing, the Tenant may, from time to time without the Landlord’s prior consent and at the Tenant’s own expense, make interior non-structural alterations and changes in and to the PremisesPremises costing less than $50,000.00 in each instance, provided that such alterations or changes (i) do not materially diminish the value of the Building, (ii) do are not exceed the applicable floor loading capacity of the Building; (iii) do not affect incompatible with existing mechanical or electrical, plumbing, HVAC or other systems in the Building, or use more than the Tenant’s pro rata share of Building capacities as outlined in Exhibit F attached hereto, or (except for standard balancing adjustments of existing systems that may be required when adding offices, conference rooms and the like), and/or (iviii) do not affect the exterior appearance of the Building (including without limitation Building, in each case, as reasonably determined by changing glass or making changes to the Premises that are visible from the exterior of the Building), provided that any proposed alterations and changes costing Fifty Thousand Dollars ($50,000) or more, and any proposed alterations and changes that do not fulfill the conditions of any of clauses (i) through (iv) above, shall require Landlord’s prior approval as aforesaid. Whether or not the Tenant’s changes and/or alterations require the Landlord’s consent pursuant to this paragraph, the Tenant shall, in each instance, shall give reasonable prior notice to the Landlord of the presence of Tenant’s contractors in the Building and any alterations and changes in and to the Premises which the Tenant intends to undertake, together with a reasonable description of the proposed work and such plans and specifications specifications, if any, as the Tenant has therefor. Tenant shall furnish Landlord an “as-built” set of plans and specifications of the Premises annually, on the first day of each Fiscal Year, in addition to any other plans and specifications furnished by Tenant to Landlord from time to time. The Landlord shall not be deemed unreasonable for withholding approval of any alterations or additions which (i) would adversely involve or might affect any structural or exterior element of the Building, (ii) would adversely affect the general utility any area or element outside of the Building for use by existing tenants Premises (including, without limitation, interior alterations or prospective future tenants thereof, (iii) would additions that affect the exterior appearance of the Building), or any facility serving any area of the Building in a manner which is not acceptable to outside of the Landlord, in its sole discretion, Premises or any publicly accessible major interior features of the Building; (ivii) will require unusual expense to readapt the Premises to normal use as laboratory spacea biotechnology office and research and development facility unless the Tenant first gives assurance acceptable to the Landlord that such readaptation will be made prior to such termination without expense to the Landlord; or (viii) would adversely affect not be compatible with existing mechanical or electrical, plumbing, HVAC or other systems in the Building, or use more than the Tenant’s pro rata share of Building capacities as outlined in Exhibit F attached hereto and made a part hereof, in each case, with respect to clauses (i)-(v), as reasonably determined by the Landlord in its sole discretion. The Landlord; provided, however, with respect to clause (iii), the Landlord shall not be deemed unreasonable in delaying withhold its approval if the approval Tenant agrees to, at its own cost and expense and within a reasonable period of any time as determined by the Landlord, make such alterations or additions to the extent that Landlord reasonably requires consultation compatible with third party architects or engineers to review the plans for such work. In any notice withholding approval the Landlord shall specify, in reasonable detail, the nature of the Landlord’s objectionall Building systems and equipment. Neither the Landlord’s failure to object to any proposed alterations or additions, nor the Landlord’s approval of any plans and specifications furnished by Tenant to Landlord, shall be construed as superseding in any respect, or as a waiver of Landlord’s right to enforce, the Tenant’s obligation to fulfill all of the terms and conditions of this Lease applicable to any work contemplated thereby. All alterations and additions to the Premises shall be designed in reasonable accordance with the Building design standards promulgated by Landlord from time to time. Notwithstanding anything to the contrary contained in this Section 4.1, if any of the Tenant’s proposed alterations and/or additions affect the roof or the envelope of the Building, the following additional conditions shall apply:

Consent Required for Tenant’s Alterations. The Tenant shall not make alterations or additions to the Premises except in accordance with completeexterior of the Premises, coordinated construction unless the Tenant shall have first obtained the Landlord's prior written consent thereto and approval of the plans and specifications therefor first approved by the Landlordin each case, which approval shall not be unreasonably withheld or delayed. There will be no charge for Landlord’s review of Tenant’s plans, specifications and construction, except for Landlord’s reasonable, third party, out-of-pocket expenses. Notwithstanding the foregoing, the Tenant may, from time to time without the Landlord’s prior consent and at the Tenant’s own expense, make interior non-structural alterations and changes in and to the Premises, provided that such alterations or changes (i) do not diminish the value of the Building, (ii) do not exceed the applicable floor loading capacity of the Building; (iii) do not affect existing mechanical or electrical, plumbing, HVAC or other systems in the Building (except for standard balancing adjustments of existing systems that may be required when adding offices, conference rooms and the like), and/or (iv) do not affect the exterior appearance of the Building (including without limitation by changing glass or making changes to the Premises that are visible from the exterior of the Building), provided that any proposed alterations and changes costing Fifty Thousand Dollars ($50,000) or more, and any proposed alterations and changes that do not fulfill the conditions of any of clauses (i) through (iv) above, shall require Landlord’s prior approval as aforesaid. Whether or not the Tenant’s changes and/or alterations require the Landlord’s consent pursuant to this paragraph, the Tenant shall, in each instance, give reasonable prior notice to the Landlord of the presence of Tenant’s contractors in the Building and any alterations and changes in and to the Premises which the Tenant intends to undertake, together with a reasonable description of the proposed work and such plans and specifications as the Tenant has therefor. The Landlord shall not be deemed unreasonable for withholding approval of any alterations or additions which (i) would adversely affect any structural or exterior element of the Building, (ii) would adversely affect the general utility of the Building for use by existing tenants or prospective future tenants thereof, (iii) would affect the exterior appearance of the Building in a manner which is not acceptable to the Landlord, may withhold in its sole discretion, (iv) will require unusual expense to readapt except that the Premises to normal use as laboratory space; or (v) would adversely affect existing mechanical or electrical, plumbing, HVAC or other systems in the Building, in each case, with respect to clauses (i)-(v), as reasonably determined by the Landlord in its sole discretion. The Landlord Landlord's prior written consent shall not be deemed unreasonable in delaying the approval required for Minor Alterations. For purposes hereof, "MINOR ALTERATIONS" shall consist of any alterations or additions to the extent that Landlord reasonably requires consultation with third party architects or engineers to review the plans for such work. In any notice withholding approval the Landlord shall specify, in reasonable detail, the nature of the Landlord’s objection. Neither the Landlord’s failure to object to any proposed alterations or additions, nor the Landlord’s approval of any plans and specifications furnished by Tenant to Landlord, shall be construed as superseding in any respect, or as a waiver of Landlord’s right to enforce, the Tenant’s obligation to fulfill all of the terms and conditions of this Lease applicable to any work contemplated thereby. All alterations and additions to the Premises that are not alterations or additions to the exterior of the Premises, including, without limitation, the roof thereof, structural alterations or additions or alterations or additions to the Base Building Systems (as hereinafter defined) and that will not cost more than $50,000 to perform. Prior to commencing any alterations or additions, Tenant shall submit to Landlord copies of all permits, approvals and plans relating to the performance of such work. In the case of Minor Alterations, such plans may be designed "schematic plans" and need not have been prepared or certified by an engineer or architect. Upon commencing any alterations or additions, the Tenant shall diligently prosecute the same until completion. The Tenant shall, in reasonable accordance with all events, deliver a complete set of as-built plans to the Building design standards promulgated Landlord upon completion of any alterations or additions for which plans are required, whether or not the plans therefor are required to be approved by Landlord from time to timehereunder. Notwithstanding anything to the contrary contained in this Section 4.1foregoing, if any additions, alterations or improvements shall change the general character of the Tenant’s proposed alterations and/or additions Premises or substantially change the basic structure of the Premises or any other improvement included therein or adversely affect the roof value of the BuildingProperty, the following additional conditions shall apply:Tenant may make such alterations, addition or improvement only with the prior written approval of the Master Landlord and of the Landlord. In the event that the consent of the Master Landlord is required hereunder for any such addition, alterations or improvements, Landlord will exercise reasonable efforts to obtain any such consent.

Consent Required for Tenant’s Alterations. The Tenant shall not make alterations or additions to the Premises except in accordance with completethe Tenant Design and Construction Manual, coordinated construction and with plans and specifications therefor first approved by the Landlord, which approval shall not be unreasonably withheld unreasonably, conditioned or delayed. There will be no charge for Landlord’s review of Tenant’s plans, specifications and construction, except for Landlord’s reasonable, third party, out-of-pocket expenses. Notwithstanding the foregoing, the Tenant may, from time to time without the Landlord’s 's prior consent and at the Tenant’s 's own expense, make interior non-structural alterations and changes in and to the Premises, provided that such alterations or changes (i) do not diminish the value of the Building, (ii) do are not exceed the applicable floor loading capacity of the Building; (iii) do not affect incompatible with existing mechanical or electrical, plumbing, HVAC or other systems in the Building Building, and (except for standard balancing adjustments of existing systems that may be required when adding offices, conference rooms and the like), and/or (iviii) do not affect the exterior appearance of the Building (including without limitation by changing glass or making changes to the Premises that are visible from the exterior of the Building), provided that any proposed alterations and changes costing Fifty Thousand Dollars ($50,000) or more, and any proposed alterations and changes that do not fulfill the conditions of any of clauses (i) through (iv) above, shall require Landlord’s prior approval as aforesaid. Whether or not the Tenant’s 's changes and/or alterations require the Landlord’s 's consent pursuant to this paragraph, the Tenant shall, in each instance, give reasonable prior notice to the Landlord of the presence of Tenant’s contractors in the Building and any alterations and changes in and to the Premises costing $50,000.00 or more which the Tenant intends to undertake, together with a reasonable description of the proposed work and such plans and specifications specifications, if any, as the Tenant has therefortherefor and promptly following the performance of any alterations or additions to the Premises, the Tenant shall furnish Landlord an "as-built" set of plans and specifications for the Premises, modified mechanical, electrical or plumbing work, specifying the alterations or additions in question, in each case in a fashion reasonably required by the Landlord, in addition to any other plans and specifications furnished by Tenant to Landlord from time to time. The Landlord shall not be deemed unreasonable for withholding approval of any alterations or additions which (i) would would, in the Landlord's reasonable judgment, adversely affect any structural or exterior element of the Building, (ii) would in the Landlord's reasonable judgment, adversely affect the general utility of the Building for use by existing tenants or prospective future tenants thereof, (iii) would affect the exterior appearance of the Building in a manner which is not acceptable to the Landlord, in its sole discretion, (iv) will require unusual expense to readapt the Premises to normal use as laboratory spacea biotechnology office and research and development facility unless the Tenant first gives assurance acceptable to the Landlord that such readaptation will be made prior to such termination without expense to the Landlord; or (v) would adversely affect not be compatible with existing mechanical or electrical, plumbing, HVAC or other systems in the Building, in each case, with respect to clauses (i)-(v), as reasonably determined by the Landlord in its sole discretion. The Landlord; provided, however, that the Landlord shall not be deemed unreasonable specify in delaying the approval of any alterations or additions to the extent that Landlord reasonably requires consultation with third party architects or engineers to review the plans for such work. In any notice withholding approval the Landlord shall specifyspecifying, in reasonable detail, the nature of the Landlord’s 's objection, and if the Tenant shall, at its sole cost and expense, cure the Landlord's objections (in the Landlord's reasonable judgment except in the case of the subject matter of clause (iii) above), then the Landlord shall not withhold its approval. If the Tenant shall request the Landlord's approval of proposed alterations under this Section 4.1, and the Landlord fails to respond to the Tenant's request within ten (10) business days thereof, then the Landlord shall be deemed to have given its approval thereto if Landlord fails to respond to the Tenant's request within five (5) business days following the delivery to the Landlord of a written reminder notice, given by the Tenant on or following the expiration of the aforementioned 10-day period, which reminder notice states the "deemed approval" consequences of failure to respond. Neither the Landlord’s 's failure to object to any proposed alterations or additions, nor the Landlord’s approval of any plans and specifications furnished by Tenant to Landlord, shall be construed as superseding in any respect, or as a waiver of Landlord’s right to enforce, the Tenant’s obligation to fulfill all of the terms and conditions of this Lease applicable to any work contemplated thereby. All alterations and additions to the Premises shall be designed in reasonable accordance with the Building design standards promulgated by Landlord from time to time. Notwithstanding anything to the contrary contained in this Section 4.1, if any of the Tenant’s proposed alterations and/or additions affect the roof of the Building, the following additional conditions shall apply:the

Consent Required for Tenant’s Alterations. The Tenant shall not make alterations or additions to the Premises except in accordance with complete, coordinated construction plans and specifications therefor first approved by the Landlord, which approval shall not be unreasonably withheld withheld, conditioned or delayeddelayed (and Landlord agrees in any event to grant its approval or provide written notice of its reason for withholding approval within ten (10) business days of the date of Tenant’s request for approval). There will be no charge for Landlord’s review of Tenant’s plans, specifications and construction, except for Landlord’s reasonable, third party, out-of-pocket expenses. Notwithstanding the foregoing, the Tenant may, from time to time without the Landlord’s prior consent and at the Tenant’s own expense, make interior non-structural alterations and changes in and to the Premises, provided that such alterations or changes (i) do not diminish the value of the Building, (ii) do not exceed the applicable floor loading capacity of the Building; (iii) do not affect existing mechanical or electrical, plumbing, HVAC or other systems in the Building (except for standard balancing adjustments of existing systems that may be required when adding offices, conference rooms and the like)Building, and/or (iv) do not affect the exterior appearance of the Building (including without limitation by changing glass or making changes to the Premises that are visible from the exterior of the Building), provided that any proposed alterations and changes costing Fifty Thousand Dollars ($50,00050,000.00) or more, and any proposed alterations and changes that do not fulfill the conditions of any of clauses (i) through (iv) above, shall require Landlord’s prior approval as aforesaid, and further provided, that any proposed alteration that meets the conditions of clauses (i) through (iv) above but is a purely cosmetic alteration (such as painting and installation of carpeting) shall not require Landlord’s approval nor shall Tenant be required to submit plans and specifications therefor to Landlord. Whether or not the Tenant’s changes and/or alterations require the Landlord’s consent pursuant to this paragraph, the Tenant shall, in each instance, give reasonable prior notice to the Landlord of the presence of Tenant’s contractors in the Building and (except for cosmetic alterations) any alterations and changes in and to the Premises which the Tenant intends to undertake, together with a reasonable description of the proposed work and such plans and specifications as the Tenant has therefor. The Landlord shall not be deemed unreasonable for withholding approval of any alterations or additions which (i) would adversely affect any structural or exterior element of the Building, (ii) would adversely affect the general utility of the Building for use by existing tenants or prospective future tenants thereof, (iii) would affect the exterior appearance of the Building in a manner which is not acceptable to the Landlord, in its sole discretion, (iv) will require unusual expense to readapt the Premises to normal use as laboratory space; or (viii) would adversely affect existing mechanical or electrical, plumbing, HVAC or other systems in the Building, in each case, with respect to clauses (i)-(vi)-(iii), as reasonably determined by the Landlord in its sole discretion. The Landlord shall not be deemed unreasonable in delaying the approval of any alterations or additions to the extent that Landlord reasonably requires consultation with third party architects or engineers to review the plans for such work. In any notice withholding approval the Landlord shall specify, in reasonable detail, the nature of the Landlord’s objection. Neither the Landlord’s failure to object to any proposed alterations or additions, nor the Landlord’s approval of any plans and specifications furnished by Tenant to Landlord, shall be construed as superseding in any respect, or as a waiver of Landlord’s right to enforce, the Tenant’s obligation to fulfill all of the terms and conditions of this Lease applicable to any work contemplated thereby. All alterations and additions to the Premises shall be designed in reasonable accordance with the Building design standards promulgated by Landlord from time to time. Notwithstanding anything to the contrary contained in this Section 4.1, if any of the Tenant’s proposed alterations and/or additions affect the roof of the Building, the following additional conditions shall apply:

Consent Required for Tenant’s Alterations. The Tenant shall not make alterations or additions to the Premises except in accordance with complete(i) construction rules and regulations from time to time promulgated by Landlord and applicable to Tenants in the Building (a current copy of which is attached hereto as Exhibit F), coordinated construction and (ii) plans and specifications therefor first approved by the Landlord, which approval shall not be unreasonably withheld withheld, conditioned or delayed. There will be no charge for Landlord’s review of Tenant’s plansIn addition, specifications and construction, except for Landlord’s reasonable, third party, out-of-pocket expenses. Notwithstanding the foregoing, the Tenant may, from time to time without the Landlord’s prior consent and at the Tenant’s own expense, may make interior non-structural alterations and changes in and to affecting only the interior of the Premises, provided that such alterations and not affecting building systems, costing less than $50,000.00 in any one instance (or changes (i) do not diminish the value of the Building, (ii) do not exceed the applicable floor loading capacity of the Building; (iii) do not affect existing mechanical or electrical, plumbing, HVAC or other systems in the Building (except for standard balancing adjustments of existing systems that may be required when adding offices, conference rooms and the like), and/or (ivaggregate with respect to related alterations) do not affect the exterior appearance of the Building (including without limitation by changing glass or making changes to the Premises that are visible from the exterior of the Building), provided that any proposed alterations and changes costing Fifty Thousand Dollars ($50,000) or more, and any proposed alterations and changes that do not fulfill the conditions of any of clauses (i) through (iv) above, shall require Landlord’s prior approval as aforesaid. Whether or not the Tenant’s changes and/or alterations require the Landlord’s consent pursuant to this paragraphwritten consent, the Tenant shall, in each instance, give reasonable prior notice but subject to the Landlord other terms of this Lease and provided that Tenant provides notice of such alterations within a reasonable time after the completion of the presence of Tenant’s contractors in the Building and any alterations and changes in and to the Premises which the Tenant intends to undertake, together with a reasonable description of the proposed work and such plans and specifications as the Tenant has thereforsame. The Landlord shall not be deemed unreasonable for withholding approval of any alterations or additions which (i) would adversely will affect any structural or exterior element of the Building, any area or element outside of the Premises, or any facility serving any area of the Building outside of the Premises or any publicly accessible major interior features of the Building, (ii) would adversely affect the general utility of the Building for use by existing tenants or prospective future tenants thereof, (iii) would affect the exterior appearance of the Building in a manner which is not acceptable to the Landlord, in its sole discretion, (iv) will require unusual significant expense to readapt the Premises to normal use substantially the same condition of the Premises as laboratory space; of the date hereof unless the Tenant first gives assurance acceptable to the Landlord that such readaptation will be made prior to such termination without expense to the Landlord, or (viii) which would adversely affect not be compatible with existing mechanical or electrical, plumbing, HVAC or other systems in the Building, in each case, with respect to clauses (i)-(v), as reasonably determined by the Landlord in its sole discretion. The Landlord shall not be deemed unreasonable in delaying the approval of any alterations or additions to the extent that Landlord reasonably requires consultation with third party architects or engineers to review the plans for such work. In any notice withholding approval the Landlord shall specify, in reasonable detail, the nature of the Landlord’s objection. Neither the Landlord’s failure to object to any proposed alterations or additions, nor the Landlord’s approval of any plans and specifications furnished by Tenant to Landlord, shall be construed as superseding in any respect, or as a waiver of Landlord’s right to enforce, the Tenant’s obligation to fulfill all of the terms and conditions of this Lease applicable to any work contemplated thereby. All alterations and additions to the Premises shall be designed in reasonable accordance with the Building design standards promulgated by Landlord from time to time. Notwithstanding anything to the contrary contained in this Section 4.1, if any of the Tenant’s proposed alterations and/or additions affect the roof of the Building, the following additional conditions shall apply:.

Consent Required for Tenant’s Alterations. The Tenant shall not make alterations or additions to the Premises except in accordance with completethe Tenant Design and Construction Manual, coordinated construction and with plans and specifications therefor first approved by the Landlord, which approval shall not be unreasonably withheld unreasonably, conditioned or delayed. There will be no charge for Landlord’s review of Tenant’s plans, specifications and construction, except for Landlord’s reasonable, third party, out-of-pocket expenses. Notwithstanding the foregoing, the Tenant may, from time to time without the Landlord’s prior consent and at the Tenant’s own expense, make interior non-structural alterations and changes in and to the Premises, provided that such alterations or changes (i) do not diminish the value of the Building, (ii) do are not exceed the applicable floor loading capacity of the Building; (iii) do not affect incompatible with existing mechanical or electrical, plumbing, HVAC or other systems in the Building Building, and (except for standard balancing adjustments of existing systems that may be required when adding offices, conference rooms and the like), and/or (iviii) do not affect the exterior appearance of the Building (including without limitation by changing glass or making changes to the Premises that are visible from the exterior of the Building), provided that any proposed alterations and changes costing Fifty Thousand Dollars ($50,000) or more, and any proposed alterations and changes that do not fulfill the conditions of any of clauses (i) through (iv) above, shall require Landlord’s prior approval as aforesaid. Whether or not the Tenant’s changes and/or alterations require the Landlord’s consent pursuant to this paragraph, the Tenant shall, in each instance, give reasonable prior notice to the Landlord of the presence of Tenant’s contractors in the Building and any alterations and changes in and to the Premises costing $50,000.00 or more which the Tenant intends to undertake, together with a reasonable description of the proposed work and such plans and specifications specifications, if any, as the Tenant has therefortherefor and promptly following the performance of any alterations or additions to the Premises, the Tenant shall furnish Landlord an “as-built” set of plans and specifications for the Premises, modified mechanical, electrical or plumbing work, specifying the alterations or additions in question, in each case in a fashion reasonably required by the Landlord, in addition to any other plans and specifications furnished by Tenant to Landlord from time to time. The Landlord shall not be deemed unreasonable for withholding approval of any alterations or additions which (i) would would, in the Landlord’s reasonable judgment, adversely affect any structural or exterior element of the Building, (ii) would in the Landlord’s reasonable judgment, adversely affect the general utility of the Building for use by existing tenants or prospective future tenants thereof, (iii) would affect the exterior appearance of the Building in a manner which is not acceptable to the Landlord, in its sole discretion, (iv) will require unusual expense to readapt the Premises to normal use as laboratory spacea biotechnology office and research and development facility unless the Tenant first gives assurance acceptable to the Landlord that such readaptation will be made prior to such termination without expense to the Landlord; or (v) would adversely affect not be compatible with existing mechanical or electrical, plumbing, HVAC or other systems in the Building, in each case, with respect to clauses (i)-(v), as reasonably determined by the Landlord in its sole discretion. The Landlord; provided,, however, that the Landlord shall not be deemed unreasonable specify in delaying the approval of any alterations or additions to the extent that Landlord reasonably requires consultation with third party architects or engineers to review the plans for such work. In any notice withholding approval the Landlord shall specifyspecifying, in reasonable detail, the nature of the Landlord’s objection, and if the Tenant shall, at its sole cost and expense, cure the Landlord’s objections (in the Landlord’s reasonable judgment except in the case of the subject matter of clause (iii) above), then the Landlord shall not withhold its approval. If the Tenant shall request the Landlord’s approval of proposed alterations under this Section 4.1, and the Landlord fails to respond to the Tenant’s request within ten (10) business days thereof, then the Landlord shall be deemed to have given its approval thereto if Landlord fails to respond to the Tenant’s request within five (5) business days following the delivery to the Landlord of a written reminder notice, given by the Tenant on or following the expiration of the aforementioned 10-day period, which reminder notice states the “deemed approval” consequences of failure to respond. Neither the Landlord’s failure to object to any proposed alterations or additions, nor the Landlord’s approval of any plans and specifications furnished by Tenant to Landlord, shall be construed as superseding in any respect, or as a waiver of Landlord’s right to enforce, the Tenant’s obligation to fulfill all of the terms and conditions of this Lease applicable to any work contemplated thereby. All alterations and additions to the Premises shall be designed in reasonable accordance with the Building design standards promulgated by Landlord from time to time. Notwithstanding anything to the contrary contained in this Section 4.1, if any of the Tenant’s proposed alterations and/or additions affect the roof or the envelope of the Building, the following additional conditions shall apply:

Consent Required for Tenant’s Alterations. The Tenant shall not make alterations or additions to the Premises except in accordance with completeexterior of the Premises, coordinated construction plans and specifications therefor first approved by the Landlord, which approval shall not be unreasonably withheld or delayed. There will be no charge for Landlord’s review of Tenant’s plans, specifications and construction, except for Landlord’s reasonable, third party, out-of-pocket expenses. Notwithstanding the foregoing, unless the Tenant may, from time to time without shall have first obtained the Landlord’s prior written consent thereto and at the Tenant’s own expense, make interior non-structural alterations and changes in and to the Premises, provided that such alterations or changes (i) do not diminish the value approval of the Building, (ii) do not exceed the applicable floor loading capacity of the Building; (iii) do not affect existing mechanical or electrical, plumbing, HVAC or other systems in the Building (except for standard balancing adjustments of existing systems that may be required when adding offices, conference rooms and the like), and/or (iv) do not affect the exterior appearance of the Building (including without limitation by changing glass or making changes to the Premises that are visible from the exterior of the Building), provided that any proposed alterations and changes costing Fifty Thousand Dollars ($50,000) or more, and any proposed alterations and changes that do not fulfill the conditions of any of clauses (i) through (iv) above, shall require Landlord’s prior approval as aforesaid. Whether or not the Tenant’s changes and/or alterations require the Landlord’s consent pursuant to this paragraph, the Tenant shall, in each instance, give reasonable prior notice to the Landlord of the presence of Tenant’s contractors in the Building and any alterations and changes in and to the Premises which the Tenant intends to undertake, together with a reasonable description of the proposed work and such plans and specifications as the Tenant has therefor. The Landlord shall not be deemed unreasonable for withholding approval of any alterations or additions which (i) would adversely affect any structural or exterior element of the Building, (ii) would adversely affect the general utility of the Building for use by existing tenants or prospective future tenants thereof, (iii) would affect the exterior appearance of the Building in a manner which is not acceptable to the Landlord, in its sole discretion, (iv) will require unusual expense to readapt the Premises to normal use as laboratory space; or (v) would adversely affect existing mechanical or electrical, plumbing, HVAC or other systems in the Building, in each case, with respect to clauses (i)-(v), as reasonably determined by which consent the Landlord in its sole discretion. The Landlord shall not be deemed unreasonable in delaying the approval of any alterations or additions to the extent unreasonably withhold, except that Landlord reasonably requires consultation with third party architects or engineers to review the plans for such work. In any notice withholding approval the Landlord shall specify, in reasonable detail, the nature of the Landlord’s objectionprior written consent shall not be required for Minor Alterations. Neither the Landlord’s failure to object to any proposed alterations or additionsFor purposes hereof, nor the Landlord’s approval “Minor Alterations” shall consist of any plans and specifications furnished by Tenant to Landlord, shall be construed as superseding in any respect, or as a waiver of Landlord’s right to enforce, the Tenant’s obligation to fulfill all of the terms and conditions of this Lease applicable to any work contemplated thereby. All alterations and additions to the Premises that are not alterations or additions to the exterior of the Premises, including, without limitation, the roof thereof, structural alterations or additions, or alterations or additions to the Base Building Systems (as hereinafter defined) and that will not cost more than $50,000 to perform, provided that Tenant on each occasion notifies Landlord in advance of all alterations and on each occasion supplies plans and specifications if applicable, whether or not these are deemed to be Minor Alterations. Prior to commencing any alterations or additions, Tenant shall submit to Landlord copies of all permits, approvals and plans relating to the performance of such work. In the case of Minor Alterations, such plans may be designed “schematic plans” and need not have been prepared or certified by an engineer or architect. Upon commencing any alterations or additions, the Tenant shall diligently prosecute the same until completion. The Tenant shall, in reasonable accordance with all events, deliver a complete set of as-built plans to the Building design standards promulgated Landlord upon completion of any alterations or additions for which plans are required, whether or not the plans therefor are required to be approved by Landlord from time to timehereunder. Notwithstanding anything to the contrary contained in this Section 4.1foregoing, if any additions, alterations or improvements shall change the general character of the Tenant’s proposed alterations and/or additions Premises or substantially change the basic structure of the Premises or any other improvement included therein or adversely affect the roof value of the BuildingProperty, the following additional conditions shall apply:Tenant may make such alterations, addition or improvement only with the prior written approval of the Master Landlord and of the Landlord. In the event that the consent of the Master Landlord is required hereunder for any such addition, alterations or improvements, Landlord will exercise reasonable efforts to obtain any such consent.

Consent Required for Tenant’s Alterations. The Tenant shall not make alterations or additions to the Premises except in accordance with complete, coordinated construction plans and specifications therefor first approved by the Landlord, which approval shall not be unreasonably withheld withheld, conditioned or delayed. Except as otherwise provided in Section 4.2, Landlord agrees to state in writing simultaneously with its granting of any approval concerning any alteration or addition to the Premises the extent to which Tenant will need to remove the alteration or addition at issue upon the expiration or earlier termination of the Term. There will be no charge for Landlord’s review of Tenant’s plans, specifications and construction, except for Landlord’s reasonable, third party, out-of-pocket expenses, which, as provided in Section 4.5 herein, with respect to the Initial Leasehold Improvements, shall not exceed Five Thousand and 00/100 Dollars ($5,000.00). Notwithstanding the foregoing, the Tenant may, from time to time without the Landlord’s prior consent and at the Tenant’s own expense, make interior non-structural alterations and changes in and to affecting only the interior of the Premises, provided that such alterations and not affecting Building systems, costing less than $50,000.00 in any one instance (or changes (i) do not diminish the value of the Building, (ii) do not exceed the applicable floor loading capacity of the Building; (iii) do not affect existing mechanical or electrical, plumbing, HVAC or other systems in the Building (except for standard balancing adjustments of existing systems that may be required when adding offices, conference rooms and the like), and/or (ivaggregate with respect to related alterations) do not affect the exterior appearance of the Building (including without limitation by changing glass or making changes to the Premises that are visible from the exterior of the Building), provided that any proposed alterations and changes costing Fifty Thousand Dollars ($50,000) or more, and any proposed alterations and changes that do not fulfill the conditions of any of clauses (i) through (iv) above, shall require Landlord’s prior approval as aforesaid. Whether or not the Tenant’s changes and/or alterations require the Landlord’s consent pursuant to this paragraphwritten consent, the Tenant shall, in each instance, give reasonable prior notice but subject to the Landlord other terms of this Lease, and provided that Tenant provides notice of such alterations within a reasonable time after the completion of the presence of Tenant’s contractors in the Building and any alterations and changes in and to the Premises which the Tenant intends to undertake, together with a reasonable description of the proposed work and such plans and specifications as the Tenant has thereforsame. The Landlord shall not be deemed unreasonable for withholding approval of any alterations or additions which (i) would adversely affect any structural or exterior element of the Building, (ii) would adversely affect the general utility of the Building for use by existing tenants or prospective future tenants thereof, (iii) would affect the exterior appearance of the Building in a manner which is not acceptable to the Landlord, in its sole discretion, (iv) will require unusual expense to readapt the Premises to normal use as laboratory space; or (v) would adversely affect existing mechanical or electrical, plumbing, HVAC or other systems in the Building, in each case, with respect to clauses (i)-(v), as reasonably determined by the Landlord in its sole discretion. The Landlord shall not be deemed unreasonable in delaying the approval of any alterations or additions to the extent that Landlord reasonably requires consultation with third party architects or engineers to review the plans for such work. In any notice withholding approval the Landlord shall specify, in reasonable detail, the nature of the Landlord’s objection. Neither the Landlord’s failure to object to any proposed alterations or additions, nor the Landlord’s approval of any plans and specifications furnished by Tenant to Landlord, shall be construed as superseding in any respect, or as a waiver of Landlord’s right to enforce, the Tenant’s obligation to fulfill all of the terms and conditions of this Lease applicable to any work contemplated thereby. All alterations and additions to the Premises shall be designed in reasonable accordance with the Building design standards promulgated by Landlord from time to time. Promptly following the performance of any alterations or additions to the Premises which exceed the foregoing monetary threshold of Fifty Thousand Dollars ($50,000.00) set forth in this Section 4.1 requiring Landlord’s reasonable approval, the Tenant shall furnish Landlord an “as built” set of plans and specifications for the Premises and a report evidencing the completion of air balancing (to the extent such alterations or additions affected air balancing), in a format reasonably requested by the Landlord. Notwithstanding anything to the contrary contained in this Section 4.1, if any of the Tenant’s proposed alterations and/or additions affect the roof of the Building, the following additional conditions shall apply:

Consent Required for Tenant’s Alterations. The Tenant shall not make alterations or additions to the Premises except in accordance with completePremises, coordinated construction unless the Tenant shall have first obtained the Landlord's prior written consent thereto and approval of the plans and specifications therefor first approved by the Landlordin each case, which approval consent shall not be unreasonably withheld or delayed. There will be no charge for Landlord’s review of Tenant’s plans, specifications and constructionwithheld, except for Landlord’s reasonable, third party, out-of-pocket expenses. Notwithstanding the foregoing, the Tenant may, from time to time without that the Landlord’s 's prior written consent and at the Tenant’s own expense, make interior non-structural alterations and changes in and to the Premises, provided that such alterations or changes (i) do not diminish the value of the Building, (ii) do not exceed the applicable floor loading capacity of the Building; (iii) do not affect existing mechanical or electrical, plumbing, HVAC or other systems in the Building (except for standard balancing adjustments of existing systems that may be required when adding offices, conference rooms and the like), and/or (iv) do not affect the exterior appearance of the Building (including without limitation by changing glass or making changes to the Premises that are visible from the exterior of the Building), provided that any proposed alterations and changes costing Fifty Thousand Dollars ($50,000) or more, and any proposed alterations and changes that do not fulfill the conditions of any of clauses (i) through (iv) above, shall require Landlord’s prior approval as aforesaid. Whether or not the Tenant’s changes and/or alterations require the Landlord’s consent pursuant to this paragraph, the Tenant shall, in each instance, give reasonable prior notice to the Landlord of the presence of Tenant’s contractors in the Building and any alterations and changes in and to the Premises which the Tenant intends to undertake, together with a reasonable description of the proposed work and such plans and specifications as the Tenant has therefor. The Landlord shall not be deemed unreasonable required for withholding approval Minor Alterations. For purposes hereof, "Minor Alterations" shall consist of any alterations or additions which (i) would adversely affect any structural or exterior element of the Building, (ii) would adversely affect the general utility of the Building for use by existing tenants or prospective future tenants thereof, (iii) would affect the exterior appearance of the Building in a manner which is not acceptable to the Landlord, in its sole discretion, (iv) will require unusual expense to readapt the Premises to normal use as laboratory space; or (v) would adversely affect existing mechanical or electrical, plumbing, HVAC or other systems in the Building, in each case, with respect to clauses (i)-(v), as reasonably determined by the Landlord in its sole discretion. The Landlord shall not be deemed unreasonable in delaying the approval of any alterations or additions to the extent that Landlord reasonably requires consultation with third party architects or engineers to review the plans for such work. In any notice withholding approval the Landlord shall specify, in reasonable detail, the nature of the Landlord’s objection. Neither the Landlord’s failure to object to any proposed alterations or additions, nor the Landlord’s approval of any plans and specifications furnished by Tenant to Landlord, shall be construed as superseding in any respect, or as a waiver of Landlord’s right to enforce, the Tenant’s obligation to fulfill all of the terms and conditions of this Lease applicable to any work contemplated thereby. All alterations and additions to the Premises that are not alterations or additions to the exterior of the Premises including, without limitation, the roof thereof, structural alterations or additions or alterations or additions to the Base Building Systems (as hereinafter defined), that are not floor-to-deck walls and that will not cost more than $15,000.00 to perform, provided that Tenant on each occasion notifies Landlord in advance of all alterations and on each occasion supplies plans and specs, whether or not they are deemed herein to be Minor Alterations. Prior to commencing any alterations or additions, Tenant shall submit to Landlord copies of all permits, approvals and plans relating to the performance of such work. In the case of Minor Alterations, such plans may be designed "schematic plans" and need not have been prepared or certified by an engineer or architect. Upon commencing any alterations or additions, the Tenant shall diligently prosecute the same until completion. The Tenant shall, in reasonable accordance with all events, deliver a complete set of as-built plans in paper and electronic form to the Building design standards promulgated by Landlord from time to timeupon completion of any alterations or additions, other than for Minor Alterations. Notwithstanding anything to the contrary contained in this Section 4.1foregoing, if any additions, alterations or improvements shall change the general character of the Tenant’s proposed alterations and/or additions Premises or substantially change the basic structure of the Premises or any other improvement included therein or adversely affect the roof value of the BuildingProperty, the following additional conditions shall apply:Tenant may make such alterations, addition or improvement only with the prior written approval of the Landlord.

Consent Required for Tenant’s Alterations. The Tenant may make interior alterations and additions of a decorative or cosmetic nature (as defined below), the cost of which does not exceed $50,000 in the aggregate in any twelve (12) month period, without the need of any approval from Landlord but after not less than ten (10) days prior written notice and evidence of insurance for such alterations has been delivered to Landlord (“Cosmetic Alterations”). The Tenant shall not make alterations or additions to the Premises except in accordance with complete, coordinated construction the University Park Tenant Design and Construction Manual from time to time in effect and the plans and specifications therefor first approved by the Landlord, which approval shall not be unreasonably withheld withheld, conditioned or delayed. There will Tenant shall be no charge responsible for Landlord’s review of Tenant’s plans, specifications and construction, except for Landlord’s reasonable, third party, reasonable out-of-pocket expenses. Notwithstanding the foregoingcosts for any third party architectural, the Tenant may, from time to time without the engineering or other consulting services reasonably required by Landlord in connection with Landlord’s prior consent review and at the Tenant’s own expense, make interior non-structural alterations and changes in and to the Premises, provided that such alterations or changes (i) do not diminish the value of the Building, (ii) do not exceed the applicable floor loading capacity of the Building; (iii) do not affect existing mechanical or electrical, plumbing, HVAC or other systems in the Building (except for standard balancing adjustments of existing systems that may be required when adding offices, conference rooms and the like), and/or (iv) do not affect the exterior appearance of the Building (including without limitation by changing glass or making changes to the Premises that are visible from the exterior of the Building), provided that any proposed alterations and changes costing Fifty Thousand Dollars ($50,000) or more, and any proposed alterations and changes that do not fulfill the conditions of any of clauses (i) through (iv) above, shall require Landlord’s prior approval as aforesaid. Whether or not the Tenant’s changes and/or alterations require the Landlord’s consent pursuant to this paragraph, the Tenant shall, in each instance, give reasonable prior notice to the Landlord of the presence of Tenant’s contractors in the Building and any alterations and changes in and to the Premises which the Tenant intends to undertake, together with a reasonable description of the proposed work and such plans and specifications as the Tenant has thereforspecifications. The Landlord shall not be deemed unreasonable for withholding approval of any alterations or additions which (i) would adversely affect any structural or exterior element of the Building, (ii) would adversely affect any area or element outside of the general utility Premises, or any facility serving any area of the Building for use by existing tenants outside of the Premises or prospective future tenants thereofany publicly accessible major interior features of the Building, (iii) would affect the exterior appearance of the Building in a manner which is not acceptable to the Landlord, in its sole discretion, (ivii) will require unusual expense to readapt the Premises to normal use as laboratory space; unless the Tenant first gives assurance reasonably acceptable to the Landlord that such readaptation will be made prior to the expiration of the Term without expense to the Landlord, or (viii) which would adversely affect not be compatible ACTIVE/103568117.9 with existing mechanical or electrical, plumbing, HVAC or other systems in the Building, or use more than Tenant’s prorata share of Building capacities, in each case, with respect to clauses (i)-(v), as reasonably determined by the Landlord in its sole discretion. The Landlord shall not be deemed unreasonable in delaying the approval of any alterations or additions to the extent that Landlord reasonably requires consultation with third party architects or engineers to review the plans for such work. In any notice withholding approval the Landlord shall specify, in reasonable detail, the nature of the Landlord’s objection. Neither the Landlord’s failure to object to any proposed alterations or additions, nor the Landlord’s approval of any plans and specifications furnished by Tenant to Landlord, shall be construed as superseding in any respect, or as a waiver of Landlord’s right to enforce, the Tenant’s obligation to fulfill all of the terms and conditions of this Lease applicable to any work contemplated thereby. All alterations and additions to the Premises shall be designed in reasonable accordance with the Building design standards promulgated by Landlord from time to time. Notwithstanding anything to the contrary contained in this Section 4.1, if any of the Tenant’s proposed alterations and/or additions affect the roof of the Building, the following additional conditions shall apply:.

Consent Required for Tenant’s Alterations. The Tenant shall not make alterations or additions to the Premises except in accordance with complete(i) construction rules and regulations from time to time promulgated by Landlord and applicable to Tenants in the Building (a current copy of which is attached hereto as Exhibit F), coordinated construction and (ii) plans and specifications therefor first approved by the Landlord, which approval shall not be unreasonably withheld withheld, conditioned or delayed. There Except as otherwise provided in Section 4.2, Landlord agrees to state in writing simultaneously with its granting of any approval concerning any alteration or addition to the Premises the extent to which Tenant will be no charge for Landlord’s review need to remove the alteration or addition at issue upon the expiration or earlier termination of Tenant’s plansthe Term. In addition, specifications and construction, except for Landlord’s reasonable, third party, out-of-pocket expenses. Notwithstanding the foregoing, the Tenant may, from time to time without the Landlord’s prior consent and at the Tenant’s own expense, may make interior non-structural alterations and changes in and to affecting only the interior of the Premises, provided that such alterations and not affecting building systems, costing less than $50,000.00 in any one instance (or changes (i) do not diminish the value of the Building, (ii) do not exceed the applicable floor loading capacity of the Building; (iii) do not affect existing mechanical or electrical, plumbing, HVAC or other systems in the Building (except for standard balancing adjustments of existing systems that may be required when adding offices, conference rooms and the like), and/or (ivaggregate with respect to related alterations) do not affect the exterior appearance of the Building (including without limitation by changing glass or making changes to the Premises that are visible from the exterior of the Building), provided that any proposed alterations and changes costing Fifty Thousand Dollars ($50,000) or more, and any proposed alterations and changes that do not fulfill the conditions of any of clauses (i) through (iv) above, shall require Landlord’s prior approval as aforesaid. Whether or not the Tenant’s changes and/or alterations require the Landlord’s consent pursuant to this paragraphwritten consent, the Tenant shall, in each instance, give reasonable prior notice but subject to the Landlord other terms of this Lease and provided that Tenant provides notice of such alterations within a reasonable time after the completion of the presence of Tenant’s contractors in the Building and any alterations and changes in and to the Premises which the Tenant intends to undertake, together with a reasonable description of the proposed work and such plans and specifications as the Tenant has thereforsame. The Landlord shall not be deemed unreasonable for withholding approval of any alterations or additions which (i) would adversely will affect any structural or exterior element of the Building, any area or element outside of the Premises, or any facility serving any area of the Building outside of the Premises or any publicly accessible major interior features of the Building, (ii) would adversely affect the general utility of the Building for use by existing tenants or prospective future tenants thereof, (iii) would affect the exterior appearance of the Building in a manner which is not acceptable to the Landlord, in its sole discretion, (iv) will require unusual significant expense to readapt the Premises to normal use substantially the same condition of the Premises as laboratory space; of the date hereof unless the Tenant first gives assurance acceptable to the Landlord that such readaptation will be made prior to such termination without expense to the Landlord, or (viii) which would adversely affect not be compatible with existing mechanical or electrical, plumbing, HVAC or other systems in the Building, in each case, with respect to clauses (i)-(v), as reasonably determined by the Landlord in its sole discretion. The Landlord shall not be deemed unreasonable in delaying the approval of any alterations or additions to the extent that Landlord reasonably requires consultation with third party architects or engineers to review the plans for such work. In any notice withholding approval the Landlord shall specify, in reasonable detail, the nature of the Landlord’s objection. Neither the Landlord’s failure to object to any proposed alterations or additions, nor the Landlord’s approval of any plans and specifications furnished by Tenant to Landlord, shall be construed as superseding in any respect, or as a waiver of Landlord’s right to enforce, the Tenant’s obligation to fulfill all of the terms and conditions of this Lease applicable to any work contemplated thereby. All alterations and additions to the Premises shall be designed in reasonable accordance with the Building design standards promulgated by Landlord from time to time. Notwithstanding anything to the contrary contained in this Section 4.1, if any of the Tenant’s proposed alterations and/or additions affect the roof of the Building, the following additional conditions shall apply:.

Consent Required for Tenant’s Alterations. The Tenant shall not make ----------------------------------------- alterations or additions to the Premises except in accordance with completePremises, coordinated construction unless the Tenant shall have first obtained the Landlord's prior written consent thereto and approval of the plans and specifications therefor first approved by in each case, which consent the Landlord may withhold in its sole discretion, except that the Landlord, which approval 's prior written consent shall not be unreasonably withheld or delayedfor Minor Alterations. There will be no charge for Landlord’s review For purposes hereof, "Minor Alterations" shall consist of Tenant’s plans, specifications and construction, except for Landlord’s reasonable, third party, out-of-pocket expenses. Notwithstanding the foregoing, the Tenant may, from time to time without the Landlord’s prior consent and at the Tenant’s own expense, make interior non-structural alterations and changes in and to the Premises, provided that such alterations or changes (i) do not diminish the value of the Building, (ii) do not exceed the applicable floor loading capacity of the Building; (iii) do not affect existing mechanical or electrical, plumbing, HVAC or other systems in the Building (except for standard balancing adjustments of existing systems that may be required when adding offices, conference rooms and the like), and/or (iv) do not affect the exterior appearance of the Building (including without limitation by changing glass or making changes to the Premises that are visible from the exterior of the Building), provided that any proposed alterations and changes costing Fifty Thousand Dollars ($50,000) or more, and any proposed alterations and changes that do not fulfill the conditions of any of clauses (i) through (iv) above, shall require Landlord’s prior approval as aforesaid. Whether or not the Tenant’s changes and/or alterations require the Landlord’s consent pursuant to this paragraph, the Tenant shall, in each instance, give reasonable prior notice to the Landlord of the presence of Tenant’s contractors in the Building and any alterations and changes in and to the Premises which the Tenant intends to undertake, together with a reasonable description of the proposed work and such plans and specifications as the Tenant has therefor. The Landlord shall not be deemed unreasonable for withholding approval of any alterations or additions which (i) would adversely affect any structural or exterior element of the Building, (ii) would adversely affect the general utility of the Building for use by existing tenants or prospective future tenants thereof, (iii) would affect the exterior appearance of the Building in a manner which is not acceptable to the Landlord, in its sole discretion, (iv) will require unusual expense to readapt the Premises to normal use as laboratory space; or (v) would adversely affect existing mechanical or electrical, plumbing, HVAC or other systems in the Building, in each case, with respect to clauses (i)-(v), as reasonably determined by the Landlord in its sole discretion. The Landlord shall not be deemed unreasonable in delaying the approval of any alterations or additions to the extent that Landlord reasonably requires consultation with third party architects or engineers to review the plans for such work. In any notice withholding approval the Landlord shall specify, in reasonable detail, the nature of the Landlord’s objection. Neither the Landlord’s failure to object to any proposed alterations or additions, nor the Landlord’s approval of any plans and specifications furnished by Tenant to Landlord, shall be construed as superseding in any respect, or as a waiver of Landlord’s right to enforce, the Tenant’s obligation to fulfill all of the terms and conditions of this Lease applicable to any work contemplated thereby. All alterations and additions to the Premises that are not alterations or additions to the exterior of the Premises including, without limitation, the roof thereof structural alterations or additions or alterations or additions to the Base Building Systems (as hereinafter defined) and that will not cost more than $10,000 to perform. Prior to commencing any alterations or additions, Tenant shall submit to Landlord copies of all permits, approvals and plans relating to the performance of such work. In the case of Minor Alterations, such plans may be designed "schematic plans" and need not have been prepared or certified by an engineer or architect. Upon commencing any alterations or additions, the Tenant shall diligently prosecute the same until completion. The Tenant shall, in reasonable accordance with all events, deliver a complete set of as-built plans to the Building design standards promulgated Landlord upon completion of any alterations or additions for which plans are required, whether or not the plans therefor are required to be approved by Landlord from time to timehereunder. Notwithstanding anything to the contrary contained in this Section 4.1foregoing, if any additions, alterations or improvements shall change the general character of the Tenant’s proposed alterations and/or additions Premises or substantially change the basic structure of the Premises or any other improvement included therein or adversely affect the roof value of the BuildingProperty, the following additional conditions shall apply:Tenant may make such alterations, addition or improvement only with the prior written approval of the Master Landlord and of the Landlord. In the event that the consent of the Master Landlord is required hereunder for any such addition, alterations or improvements, Landlord will exercise reasonable efforts to obtain any such consent.

Consent Required for Tenant’s Alterations. The Tenant shall not make alterations or additions to the Premises except in accordance with complete(i) reasonable construction rules and regulations from time to time promulgated by Landlord and applicable to Tenants in the Building (a current copy of which is attached hereto as Exhibit F), coordinated construction and (ii) plans and specifications therefor first approved by the Landlord, which approval shall not be unreasonably withheld withheld, conditioned or delayed. There will be no charge for Landlord’s review of Tenant’s plansIn addition, specifications and construction, except for Landlord’s reasonable, third party, out-of-pocket expenses. Notwithstanding the foregoing, the Tenant may, from time to time without the Landlord’s prior consent and at the Tenant’s own expense, may make interior non-structural alterations and changes in and to affecting only the interior of the Premises, provided that such alterations and not adversely affecting building systems, costing less than $100,000.00 in any one instance (or changes (i) do not diminish the value of the Building, (ii) do not exceed the applicable floor loading capacity of the Building; (iii) do not affect existing mechanical or electrical, plumbing, HVAC or other systems in the Building (except for standard balancing adjustments of existing systems that may be required when adding offices, conference rooms and the like), and/or (ivaggregate with respect to related alterations) do not affect the exterior appearance of the Building (including without limitation by changing glass or making changes to the Premises that are visible from the exterior of the Building), provided that any proposed alterations and changes costing Fifty Thousand Dollars ($50,000) or more, and any proposed alterations and changes that do not fulfill the conditions of any of clauses (i) through (iv) above, shall require Landlord’s prior approval as aforesaid. Whether or not the Tenant’s changes and/or alterations require the Landlord’s consent pursuant to this paragraphwritten consent, the Tenant shall, in each instance, give reasonable prior notice but subject to the Landlord other terms of this Lease and provided that Tenant provides notice of such alterations within a reasonable time after the completion of the presence of Tenant’s contractors in the Building and any alterations and changes in and to the Premises which the Tenant intends to undertake, together with a reasonable description of the proposed work and such plans and specifications as the Tenant has thereforsame. The Landlord shall not be deemed unreasonable for withholding approval of any alterations or additions which (i) would adversely will affect any structural or exterior element of the Building, any area or element outside of the Premises, or any facility serving any area of the Building outside of the Premises or any publicly accessible major interior features of the Building, (ii) would adversely affect the general utility of the Building for use by existing tenants or prospective future tenants thereof, (iii) would affect the exterior appearance of the Building in a manner which is not acceptable to the Landlord, in its sole discretion, (iv) constitute non-standard office/laboratory improvements and will require unusual significant expense to readapt the Premises to normal use substantially the same condition of the Premises as laboratory space; of the date hereof unless the Tenant first gives assurance acceptable to the Landlord that such readaptation will be made prior to such termination without expense to the Landlord, or (viii) which would adversely affect not be compatible with existing mechanical or electrical, plumbing, HVAC or other systems in the Building, in each case, with respect to clauses (i)-(v), as reasonably determined by the Landlord. Landlord will not charge Tenant any coordination, overhead or contractor supervision fees. However, Landlord shall be reimbursed for any third-party, out-of-pocket expenses incurred by Landlord in its sole discretion. The Landlord shall not be deemed unreasonable in delaying connection with the review and approval of any alterations or additions to the extent that Landlord reasonably requires consultation with third party architects or engineers to review the plans for such work. In any notice withholding approval the Landlord shall specify, in reasonable detail, the nature of the Landlord’s objection. Neither the Landlord’s failure to object to any proposed alterations or additions, nor the Landlord’s approval of any plans and specifications furnished by Tenant to Landlord, shall be construed as superseding in any respect, or as a waiver of Landlord’s right to enforce, the Tenant’s obligation to fulfill all of the terms plans, specifications, improvements and conditions of this Lease applicable to any work contemplated thereby. All alterations and additions to the Premises shall be designed in reasonable accordance with the Building design standards promulgated by Landlord from time to time. Notwithstanding anything to the contrary contained in this Section 4.1, if any of the Tenant’s proposed alterations and/or additions affect the roof of the Building, the following additional conditions shall apply:construction.

Consent Required for Tenant’s Alterations. The Tenant shall not make alterations or additions to the Premises except in accordance with complete, coordinated construction plans and specifications therefor first approved by the Landlord, which approval shall not be unreasonably withheld withheld, conditioned or delayed. There will be no charge for Landlord’s review of Tenant’s plans, specifications and construction, except for Landlord’s reasonable, third party, out-of-pocket expenses. Notwithstanding the foregoing, the Tenant may, from time to time without the Landlord’s prior consent and at the Tenant’s own expense, make interior non-structural alterations and changes in and to the Premises, provided that such alterations or changes (i) do not diminish the value of the Building, (ii) do not exceed the applicable floor loading capacity of the Building; (iii) do are not affect incompatible with existing mechanical or electrical, plumbing, HVAC or other systems in the Building (except for standard balancing adjustments of existing systems that may be required when adding officesBuilding, conference rooms and the like), and/or (iv) do not affect the exterior appearance of the Building (including without limitation by changing glass or making changes to the Premises that are visible from the exterior of the Building), provided that any proposed alterations and changes costing Fifty Thousand Dollars ($50,000) or more, and any proposed alterations and changes that do not fulfill the conditions of any of clauses (i) through (iv) above, shall require Landlord’s prior approval as aforesaid. Whether or not the Tenant’s changes and/or alterations require the Landlord’s consent pursuant to this paragraph, the Tenant shall, in each instance, give reasonable prior notice to the Landlord of the presence of Tenant’s contractors in the Building and any alterations and changes in and to the Premises costing $10,000 or more which the Tenant intends to undertake, together with a reasonable description of the proposed work and such plans and specifications as the Tenant has therefor. The Landlord shall not be deemed unreasonable for withholding approval of any alterations or additions which (i) would would, in the Landlord’s reasonable judgment, adversely affect any structural or exterior element of the Building, (ii) would in the Landlord’s reasonable judgment, adversely affect the general utility of the Building for use by existing tenants or prospective future tenants thereof, (iii) would affect the exterior appearance of the Building in a manner which is not acceptable to the Landlord, in its sole discretion, (iv) will require unusual expense to readapt the Premises to normal use as laboratory spacea biotechnology office and research and development facility; or (v) would adversely affect not be compatible with existing mechanical or electrical, plumbing, HVAC or other systems in the Building, in each case, with respect to clauses (i)-(v), as reasonably determined by the Landlord in its sole discretion. The Landlord shall not be deemed unreasonable in delaying the approval of any alterations or additions to the extent that Landlord reasonably requires consultation with third party architects or engineers to review the plans for such work. In any notice withholding approval the Landlord shall specify, in reasonable detail, the nature of the Landlord’s objection, and if the Tenant shall, at its sole cost and expense, cure the Landlord’s objections (in the Landlord’s reasonable judgment except in the case of the subject matter of clause (iii) above), then the Landlord shall not withhold its approval. Neither the Landlord’s failure to object to any proposed alterations or additions, nor the Landlord’s approval of any plans and specifications furnished by Tenant to Landlord, shall be construed as superseding in any respect, or as a waiver of Landlord’s right to enforce, the Tenant’s obligation to fulfill all of the terms and conditions of this Lease applicable to any work contemplated thereby. All alterations and additions to the Premises shall be designed in reasonable accordance with the reasonable Building design standards promulgated by Landlord from time to time. Notwithstanding anything to the contrary contained in this Section 4.1, if any of the Tenant’s proposed alterations and/or additions affect the roof of the Building, the following additional conditions shall apply:

Consent Required for Tenant’s Alterations. The Tenant shall not make alterations or additions to the Premises except in accordance with completethe Tenant Design and Construction Manual, coordinated construction and with plans and specifications therefor first approved by the Landlord, which approval shall not be unreasonably withheld unreasonably, conditioned or delayed. There will be no charge for Landlord’s review of Tenant’s plans, specifications and construction, except for Landlord’s reasonable, third party, out-of-pocket expenses. Notwithstanding the foregoing, the Tenant may, from time to time without the Landlord’s prior consent and at the Tenant’s own expense, make interior non-structural alterations and changes in and to the Premises, provided that such alterations or changes (i) do not diminish the value of the Building, (ii) do are not exceed the applicable floor loading capacity of the Building; (iii) do not affect incompatible with existing mechanical or electrical, plumbing, HVAC or other systems in the Building Building, and (except for standard balancing adjustments of existing systems that may be required when adding offices, conference rooms and the like), and/or (iviii) do not affect the exterior appearance of the Building (including without limitation by changing glass or making changes to the Premises that are visible from the exterior of the Building), provided that any proposed alterations and changes costing Fifty Thousand Dollars ($50,000) or more, and any proposed alterations and changes that do not fulfill the conditions of any of clauses (i) through (iv) above, shall require Landlord’s prior approval as aforesaid. Whether or not the Tenant’s changes and/or alterations require the Landlord’s consent pursuant to this paragraph, the Tenant shall, in each instance, ,. give reasonable prior notice to the Landlord of the presence of Tenant’s contractors in the Building and any alterations and changes in and to the Premises costing $50,000.00 or more which the Tenant intends to undertake, together with a reasonable description of the proposed work and such plans and specifications specifications, if any, as the Tenant has therefortherefor and promptly following the performance of any alterations or additions to the Premises, the Tenant shall furnish Landlord an “as-built” set of plans and specifications for the Premises, modified mechanical, electrical or plumbing work, specifying the alterations or additions in question, in each case in a fashion reasonably required by the Landlord, in addition to any other plans and specifications furnished by Tenant to Landlord from time to time. The Landlord shall not be deemed unreasonable for withholding approval of any alterations or additions which (i) would would, in the Landlord’s reasonable judgment, adversely affect any structural or exterior element of the Building, (ii) would in the Landlord’s reasonable judgment, adversely affect the general utility of the Building for use by existing tenants or prospective future tenants thereof, (iii) would affect the exterior appearance of the Building in a manner which is not acceptable to the Landlord, in its sole discretion, (iv) will require unusual expense to readapt the Premises to normal use as laboratory spacea biotechnology office and research and development facility unless the Tenant first gives assurance acceptable to the Landlord that such readaptation will be made prior to such termination without expense to the Landlord; or (v) would adversely affect not be compatible with existing mechanical or electrical, plumbing, HVAC or other systems in the Building, in each case, with respect to clauses (i)-(v), as reasonably determined by the Landlord in its sole discretion. The Landlord; provided, however, that the Landlord shall not be deemed unreasonable specify in delaying the approval of any alterations or additions to the extent that Landlord reasonably requires consultation with third party architects or engineers to review the plans for such work. In any notice withholding approval the Landlord shall specifyspecifying, in reasonable detail, the nature of the Landlord’s objection, and if the Tenant shall, at its sole cost and expense, cure the Landlord’s objections (in the Landlord’s reasonable judgment except in the case of the subject matter of clause (iii) above), then the Landlord shall not withhold its approval. If the Tenant shall request the Landlord’s approval of proposed alterations under this Section 4.1, and the Landlord fails to respond to the Tenant’s request within ten (10) business days thereof, then the Landlord shall be deemed to have given its approval thereto if Landlord fails to respond to the Tenant’s request within five (5) business days following the delivery to the Landlord of a written reminder notice, given by the Tenant on or following the expiration of the aforementioned 10-day period, which reminder notice states the “deemed approval” consequences of failure to respond. Neither the Landlord’s failure to object to any proposed alterations or additions, nor the Landlord’s approval of any plans and specifications furnished by Tenant to Landlord, shall be construed as superseding in any respect, or as a waiver of Landlord’s right to enforce, the Tenant’s obligation to fulfill all of the terms and conditions of this Lease applicable to any work contemplated thereby. All alterations and additions to the Premises shall be designed in reasonable accordance with the Building design standards promulgated by Landlord from time to time. Notwithstanding anything to the contrary contained in this Section 4.1, if any of the Tenant’s proposed alterations and/or additions affect the roof or the envelope of the Building, the following additional conditions shall apply: