Improvement Allowance Tenant shall be entitled to an improvement allowance in the amount of One Million Seven Hundred Seven Thousand Three Hundred Forty-Four ($1,707,344.00) (the “Expansion Improvement Allowance”) for costs relating to the design and construction of the improvements to the Premises (the “Expansion Improvements”) (which, the parties acknowledge shall not include Tenant’s furniture and personal property), including without limitation, such portion of the Premises outside the Expansion Premises, as Tenant may elect to improve. The Expansion Improvement Allowance may also be used to make improvements to the Common Area and Building (including, without limitation, as described hereinbelow in this Section 2) to the extent specifically contemplated in the Amendment, subject to any approval or other standards set forth in the Amendment, and such improvements shall be subject to all of the requirements contained in this Work Letter applicable to the Expansion Improvements. In addition to the Improvement Allowance, Landlord shall provide Tenant with an additional allowance in an amount not to exceed Twenty-Four Thousand Six Hundred and 00/100 Dollars ($24,600.00) (the “Lobby Allowance”) payable by Landlord to Tenant upon Tenant’s written request, which Lobby Allowance shall be used only for the soft and hard costs incurred by Tenant to modify/remodel the Building’s lobby pursuant to and in accordance with the “Construction Drawings,” as that term is defined in Section 3.1 of this Work Letter, approved by Landlord in accordance with the terms and conditions of this Work Letter. Any unused portion of the Lobby Allowance that Tenant has not timely and properly requested that Landlord disburse as of the first anniversary of the Delivery Date, shall remain the property of Landlord and Tenant shall have no further right thereto. In addition to the Improvement Allowance and the Lobby Allowance, Landlord shall provide Tenant with an additional allowance in an amount not to exceed Nine Thousand Five Hundred and 00/100 ($9,500.00) (the “Security Allowance”) payable by Landlord to Tenant upon Tenant’s written request, which Security Allowance shall be used only for the soft and hard costs incurred by Tenant to install security cameras within the interior and exterior of the Building access control systems in the Building, all pursuant to and in accordance with the Construction Drawings, approved by Landlord in accordance with the terms and conditions of this Work Letter. Any unused portion of the Security Allowance that Tenant has not timely and properly requested that Landlord disburse as of the first anniversary of the Delivery Date, shall remain the property of Landlord and Tenant shall have no further right thereto. In addition to the Improvement Allowance, the Lobby Allowance, and the Security Allowance, Landlord shall provide Tenant with an additional allowance in an amount not to exceed Eight Thousand Two Hundred and 00/100 ($8,200.00) (the “Suite 300 ADA Allowance”) payable by Landlord to Tenant upon Tenant’s written request, which Suite 300 ADA Allowance shall be used only for the soft and hard costs incurred by Tenant (in connection with the construction of the Improvements) to ensure that the Base Building serving Suite 300 is fully compliant with any applicable requirements of any applicable handicapped access laws pursuant to and in accordance with the Construction Drawings, approved by Landlord in accordance with the terms and conditions of this Work Letter. Any unused portion of the Suite 300 ADA Allowance that Tenant has not timely and properly requested that Landlord disburse as of the first anniversary of the Delivery Date, shall remain the property of Landlord and Tenant shall have no further right thereto. The Expansion Improvement Allowance, the Lobby Allowance, the Security Allowance, and the Suite 300 ADA Allowance shall be referred to herein, each individually and collectively as the context requires, as the “Improvement Allowance,” and the improvements to be constructed with all or a portion of the Improvement Allowance are collectively referred to herein as the “Improvements.” In no event shall Landlord be obligated to make disbursements pursuant to this Work Letter in the event that Tenant fails to pay any portion of the “Over-Allowance Amount,” as defined and required in Section 4.2.1 of this Work Letter, nor shall Landlord be obligated to pay a total amount to reimburse Tenant for the cost of any Improvements that exceeds the Improvement Allowance applicable thereto. Notwithstanding the foregoing or any contrary provision of the Lease, as amended, except as otherwise provided in Section 3.2 of this Work Letter, the Improvements shall be deemed Landlord’s property under the terms of the Lease, as amended. Any unused portion of the Improvement Allowance that Tenant has not timely and properly requested that Landlord disburse as of the first anniversary of the Delivery Date, shall remain the property of Landlord and Tenant shall have no further right thereto. Without limiting the foregoing, Tenant and Landlord contemplate that the Improvements to the Premises and Building listed in Schedule X will be included in the Final Plans and Final Working Drawings.
Tenant Improvement Allowance Commencing as of January 1, 2011, Tenant shall be entitled to use the “Tenant Improvement Allowance”, as defined in Section 2 of this Amendment, for the costs relating to the design and construction of Tenant’s improvements or which are otherwise “Tenant Improvement Allowance items,” as that term is defined in Section 2.2.1, below (collectively, the “Tenant Improvements”). In no event shall Landlord be obligated to make disbursements pursuant to this Tenant Work Letter or otherwise in connection with Tenant’s construction of the Tenant Improvements or any Tenant Improvement Allowance Items, as defined below, in a total amount which exceeds the sum of the Tenant Improvement Allowance. All Tenant Improvements for which the Tenant Improvement Allowance has been made available shall be deemed Landlord’s property under the terms of the Lease; provided, however, Landlord may, by written notice to Tenant given concurrently with Landlord’s approval of the “Final Working Drawings”, as that term is defined in Section 3.3, below, require Tenant, prior to the end of the Lease Term or promptly following any earlier termination of this Lease, at Tenant’s expense, to remove any Tenant Improvements and to repair any damage to the Premises and Building caused by such removal and return the affected portion of the Premises to a Building standard general office condition; provided, however, that Landlord shall not require Tenant to remove upon termination or expiration of this Lease, or condition its approval upon Tenant’s agreement to remove upon termination or expiration of this Lease, any Tenant Improvements constructed pursuant to this Tenant Work Letter (including, without limitation, Larc improvements) which constitute standard, non-extraordinary improvements for ordinary office, laboratory and/or Larc uses in biotech facilities. Any portion of the Tenant Improvement Allowance that is not disbursed or allocated for disbursement by December 31, 2013, shall revert to Landlord and Tenant shall have no further rights with respect thereto. EXHIBIT A
