Common use of Excess Payments Clause in Contracts

Excess Payments. If Tenant assigns this Lease or sublets the Premises or any portion thereof, Tenant shall pay to Landlord as Additional Rent fifty percent (50%) of the amount, if any, by which any and all compensation received by Tenant as a result of such assignment or subletting, net of reasonable expenses actually incurred by Tenant in connection with such assignment or subletting, exceeds (a) in the case of an assignment, the Basic Rent and Additional Rent under this Lease, and (b) in the case of a subletting, the portion of the Basic Rent and Additional Rent allocable to the portion of the Premises subject to such subletting. Such payments shall be made on the date the corresponding payments under this Lease are due. Notwithstanding the foregoing, the provisions of this Section shall impose no obligation on Landlord to consent to an assignment of this Lease or a subletting of all or a portion of the Premises. As used in this Section, the term "reasonable expenses" means (a) improvement allowances or other economic concessions granted by Tenant to the assignee or sublessee; (b) the unamortized costs of initial and subsequent improvements to the subject portion of the Premises paid for by Tenant; (c) costs incurred by Tenant to buy-out or take over the previous lease of the assignee or sublessee; (d) all costs incurred by Tenant to advertise the subject portion of the Premises for assignment or sublease; and (e) arms length brokerage commissions and/or legal fees paid by Tenant in connection with the assignment or sublease;

Excess Payments. If Tenant assigns this Lease In the case of an assignment, one-half of any sums --------------- or sublets the Premises or any portion thereof, Tenant shall pay to Landlord as Additional Rent fifty percent (50%) of the amount, if any, by which any and all compensation other economic consideration received by Tenant as a result of such assignment or subletting, net shall be paid to Landlord after first deducting (i) the unamortized cost of reasonable expenses actually leasehold improvements paid for by Tenant, (ii) the reasonable cost of preparing the Premises for possession by the assignee, (iii) any reasonable real estate commissions incurred by Tenant in connection with such assignment or subletting, exceeds (a) in the case of an assignment, the Basic Rent and Additional Rent under this Lease, and (biv) reasonable attorneys' fees incurred and paid by Tenant in connection with such assignment (excluding those payable to Landlord in order to obtain Landlord's consent) . In the case of a subletting, one-half of any sums or economic consideration received by Tenant as a result of such subletting shall be paid to Landlord after first deducting (i) the portion of the Basic Rent and Additional Rent rental due hereunder, prorated to reflect only rental allocable to the portion of the Premises subject to such subletting. Such payments shall be made on the date the corresponding payments under this Lease are due. Notwithstanding the foregoing, the provisions of this Section shall impose no obligation on Landlord to consent to an assignment of this Lease or a subletting of all or a sublet portion of the Premises. As used in this Section, the term "(ii) any reasonable expenses" means (a) improvement allowances or other economic concessions granted by Tenant to the assignee or sublessee; (b) the unamortized costs of initial and subsequent improvements to the subject portion of the Premises paid for by Tenant; (c) costs real estate commissions incurred by Tenant to buy-out or take in connection with such sublease amortized over the previous lease term of the assignee or sublessee; (d) all costs incurred by Tenant to advertise the subject portion of the Premises for assignment or sublease; sublease and (eiii) arms length brokerage commissions and/or legal reasonable attorneys' fees incurred and paid by Tenant in connection with such sublease (excluding those payable to Landlord in order to obtain Landlord's consent), and (iv) the assignment or reasonable cost of leasehold improvements made to the sublet portion of the Premises at Tenant's cost, amortized over the term of this Lease except for leasehold improvements made for the specific benefit of the subtenant, which shall be amortized over the term of the sublease;.

Excess Payments. If Tenant assigns this Lease or sublets the Premises or any portion thereof, Tenant shall pay to Landlord as Additional Rent fifty percent (50%) of the amount, if any, by which (a) any and all compensation received by Tenant as a result of such assignment or sublettingTransfer, net only of reasonable expenses actually incurred by Tenant in connection with such assignment or sublettingTransfer, including, but not limited to brokerage commissions, legal fees, and in the instance of a sublease, demising and leasehold improvement costs (prorated over the term of the Transfer), as well as any unamortized portion of leasehold improvements paid for directly by Tenant for the Premises, exceeds (ab) in the case of an assignment, the Basic Rent and Additional Rent under this Lease, and (b) in the case of a subletting, the portion of the Basic Rent and Additional Rent allocable to the portion of the Premises subject to such subletting. Notwithstanding the foregoing, Tenant shall not be required to share any rent attributable to the leasing of equipment or the provision of laboratory services to a subtenant. Such payments shall be made on the date the corresponding payments under this Lease are due. Notwithstanding the foregoing, the provisions of this Section shall impose no obligation on Landlord to consent to an assignment of this Lease or a subletting of all or a portion of the Premises. As used in this Section, the term "reasonable expenses" means (a) improvement allowances or other economic concessions granted by Tenant to the assignee or sublessee; (b) the unamortized costs of initial and subsequent improvements to the subject portion of the Premises paid for by Tenant; (c) costs incurred by Tenant to buy-out or take over the previous lease of the assignee or sublessee; (d) all costs incurred by Tenant to advertise the subject portion of the Premises for assignment or sublease; and (e) arms length brokerage commissions and/or legal fees paid by Tenant in connection with the assignment or sublease;.

Excess Payments. If Tenant assigns its interest under this Lease or sublets or otherwise permits occupancy of the Premises or any portion thereof, Tenant shall pay to Landlord Landlord, as Additional Rent fifty percent (50%) of all Profits (as defined below). As used herein, the term “Profits” means the amount, if any, by which any and (a) all compensation received by Tenant as a result of such assignment or sublettingsublease, or other occupancy, net of reasonable and market rate expenses actually incurred by Tenant in connection with such assignment or sublettingsublease or other occupancy, such expenses to include rent concessions, costs and expenses for tenant improvements, broker’s commissions and reasonable attorney’s fees, with such reasonable expenses to be amortized without interest over the remaining Term (or, with respect to fit-up costs, the useful life thereof, if greater than the remaining Term) (the “Amortized Costs”) and with such Amortized Costs and such excess payments to be recalculated upon any extension or renewal of the Term hereof, exceeds (ab) in the case of an assignment, the Basic Rent and Additional Rent under this Lease, and (b) in the case of a sublettingsublease or other occupancy, the portion of the Basic Rent and Additional Rent allocable to the portion of the Premises subject to such sublettingsubletting or other occupancy. Such Together with Tenant’s notice and/or request for Landlord’s consent to such assignment or sublet, Tenant shall deliver to Landlord a schedule of anticipated Profits and a schedule of anticipated Amortized Costs. All payments due pursuant to this Section 8.6 shall be made on a monthly basis concurrently with Tenant’s payment of Basic Rent hereunder. Landlord shall have the date the corresponding payments under this Lease are dueright, upon five (5) days prior written notice to Tenant, to audit Tenant’s books and records with respect to such excess payments. Notwithstanding the foregoing, the provisions of this Section 8.6 shall impose no obligation on Landlord to consent to an assignment of any assignment/subletting/occupancy with respect to this Lease or a subletting of all or a portion of the Premises. As used in this Section, the term "reasonable expenses" means (a) improvement allowances or other economic concessions granted by Tenant to the assignee or sublessee; (b) the unamortized costs of initial and subsequent improvements to the subject portion of the Premises paid for by Tenant; (c) costs incurred by Tenant to buy-out or take over the previous lease of the assignee or sublessee; (d) all costs incurred by Tenant to advertise the subject portion of the Premises for assignment or sublease; and (e) arms length brokerage commissions and/or legal fees paid by Tenant in connection with the assignment or sublease;Lease.

Excess Payments. If If: i. The rent and other sums received by Tenant assigns this Lease or sublets the Premises on account of a sublease of all or any portion thereofof the Premises exceeds the Basic Rent and Escalation Charges allocable to the space subject to the sublease (in the proportion of the area of such space to the entire Premises) plus actual out-of-pocket expenses incurred by Tenant in connection with Tenant's subleasing of such space, including brokerage commissions to a licensed broker, rent concession allowances which are reasonable and customary in the Quincy/Braintree market and the cost of preparing such space for occupancy by the subtenant, Tenant shall pay to Landlord Landlord, as Additional Rent fifty percent (an additional charge, 50%) % of the amountsuch excess, if any, monthly as received by which any and all compensation Tenant; or ii. Any payment received by Tenant as a result on account of such any assignment or subletting, net of reasonable this Lease exceeds the actual out-of-pocket expenses actually incurred by Tenant in connection with such assignment or sublettingassignment, exceeds (a) including brokerage commissions to a licensed broker, rent concession allowances which are reasonable and customary in the case Quincy/Braintree market and the cost of preparing space for the assignee, Tenant shall pay to Landlord, as an assignmentadditional charge, the Basic Rent and Additional Rent under 50% of such excess when received by Tenant. Notwithstanding any other provision of this LeaseArticle VI, and (b) in the case of a subletting, the portion of the Basic Rent and Additional Rent allocable if Tenant shall intend to the portion of the Premises subject to such subletting. Such payments shall be made on the date the corresponding payments under assign this Lease are due. Notwithstanding the foregoing, the provisions to a party other than an Affiliate of this Section shall impose no obligation on Landlord Tenant or intend to consent to enter into a sublease with a party other than an assignment Affiliate of this Lease or a subletting of Tenant for substantially all or a portion of the Premises. As used in this Section, the term "reasonable expenses" means (a) improvement allowances or other economic concessions granted by Tenant to the assignee or sublessee; (b) the unamortized costs of initial and subsequent improvements to the subject portion of the Premises paid for by Tenant; (c) costs incurred by Tenant to buy-out or take over the previous lease of the assignee or sublessee; (d) all costs incurred by Tenant to advertise the subject portion of the Premises for substantially all of the remaining Term of this Lease, Tenant shall so notify Landlord in writing (which notice shall state the earliest effective date intended by Tenant for such proposed assignment or sublease; subletting), and Landlord may elect to terminate this Lease by giving notice to Tenant of such election not later than fifteen (e15) arms length brokerage commissions and/or legal fees paid by Tenant business days after receiving such notice from Tenant, whereupon this Lease shall terminate on and as of the earliest effective date of such subletting or assignment, as such date was set forth in connection the notice from Tenant, with the assignment or sublease;same force and effect as if such date were the date originally established as the expiration date hereof.

Excess Payments. (a) If Tenant assigns this Lease or sublets the Premises or any portion thereofthereof pursuant to paragraph 6.1(b) hereof, Tenant shall pay to Landlord Landlord, as Additional Rent Rent, fifty percent (50%) of the amount, if any, by which any (x) the total annual rent and all compensation other consideration received by Tenant pursuant to such subletting (exclusive of the cost, if any, allocated to any of Tenant’s Removable Property leased or sold to the sublessee), less Tenant’s Transaction Expenses (as a result hereinafter defined) for each year of such assignment or subletting, net of reasonable expenses actually incurred by Tenant in connection with such assignment or subletting, the sublease exceeds (ay) in the case of an assignment, the Basic Rent and Additional Rent under this Lease, and (b) in the case of a subletting, the portion of the Basic Rent and Additional Rent allocable attributable to the portion of the Premises subject so sublet, such Additional Rent to such sublettingbe paid monthly as received by Tenant. Such payments In addition, if Tenant shall be made on the date the corresponding payments under assign this Lease are dueother than pursuant to paragraph 6.1(a) hereof, Tenant shall pay to Landlord, as Additional Rent, fifty percent (50%) of any and all compensation received by Tenant in consideration of such assignment (exclusive of the cost, if any, allocated to any of Tenant’s Removable Property leased or sold to the assignee), less Tenant’s Transaction Expenses, such Additional Rent to be paid as received by Tenant. Notwithstanding the foregoing, In no event shall the provisions of this Section shall 6.2 impose no any additional obligation on Landlord to consent to an assignment of this the Lease or a subletting of all or a portion of the Premises. As used in this Section, the term "reasonable expenses" means (a) improvement allowances or other economic concessions granted by Tenant to the assignee or sublessee; . (b) For purposes hereof, “Tenant’s Transaction Expenses” shall be calculated as follows. First, determine the unamortized sum of: (1) all costs reasonably incurred by Tenant in negotiating and entering into such sublease or assignment transaction, including without limitation, reasonable legal fees, rental concessions and brokerage commissions; plus (2) the amount of initial Basic Rent, Additional Rent and subsequent improvements other charges actually paid by Tenant under this Lease with respect to the subject Premises (or, in the case of a sublease of a portion of the Premises, such portion) during the period in which the Premises paid for by Tenant; (cor such portion) costs incurred are unoccupied, either by Tenant to buy-out or take over any assignee, sublessee or other occupant, for the previous lease conduct of the assignee or sublesseebusiness; (d) all costs incurred by Tenant to advertise the subject portion of the Premises for assignment or sublease; and (e) arms length brokerage commissions and/or legal fees paid by Tenant in connection with the assignment or sublease;plus

Excess Payments. If Tenant assigns its interest under this Lease or sublets or otherwise permits occupancy of the Premises or any portion thereof, Tenant Landlord shall pay be entitled to Landlord as Additional Rent an amount equal to fifty percent (50%) of all Profits (as defined below). As used herein, the term “Profits” means the amount, if any, by which any and (a) all compensation received by Tenant as a result of such assignment or sublettingsublease, or other occupancy, net of (a) reasonable expenses actually incurred by Tenant in connection with such assignment or sublettingsublease or other occupancy with such reasonable expenses to be amortized without interest over the remaining Term (or, with respect to fit-up costs, the useful life thereof, if greater than the remaining Term) (the “Amortized Costs”) and (b) up to $1,600,000 in the aggregate of hard construction costs actually paid out of pocket by Tenant between the date hereof and December 31, 2005 only for Initial Work and work related to the Expansions (with evidence reasonably satisfactory to Landlord with respect to such actual out of pocket payments having been delivered to Landlord by December 31, 2006) as ratably amortized without interest over the remaining Term, specifically excluding Landlord’s Contribution and allowance under Section 5.2, and with such Amortized Costs and such excess payments to be recalculated upon any extension or renewal of the Term hereof, exceeds (ab) in the case of an assignment, the Basic Rent and Additional Rent under this Lease, and (b) in the case of a sublettingsublease or other occupancy, the portion of the Basic Rent and Additional Rent allocable to the portion of the Premises subject to such sublettingsubletting or other occupancy. Such Together with Tenant’s notice and/or request for Landlord’s consent to such assignment or sublet, Tenant shall deliver to Landlord a schedule of anticipated Profits and a schedule of anticipated Amortized Costs. All payments due pursuant to this Section 8.5 shall be made on a monthly basis concurrently with Tenant’s payment of Basic Rent hereunder. Landlord shall have the date the corresponding right, upon five (5) days prior written notice to Tenant, to review Tenant’s books and records with respect to such excess payments under this Lease are dueat no out-of-pocket cost to Tenant. Notwithstanding the foregoing, the provisions of this Section 8.5 shall impose no obligation on Landlord to consent to an assignment of any assignment/subletting/occupancy with respect to this Lease or a subletting of all or a portion of the Premises. As used in this Section, the term "reasonable expenses" means (a) improvement allowances or other economic concessions granted by Tenant to the assignee or sublessee; (b) the unamortized costs of initial and subsequent improvements to the subject portion of the Premises paid for by Tenant; (c) costs incurred by Tenant to buy-out or take over the previous lease of the assignee or sublessee; (d) all costs incurred by Tenant to advertise the subject portion of the Premises for assignment or sublease; and (e) arms length brokerage commissions and/or legal fees paid by Tenant in connection with the assignment or sublease;Lease.

Excess Payments. If Tenant assigns this Lease or sublets the Premises or any portion thereof, Tenant shall pay to Landlord as Additional Rent fifty percent (50%) of the amount, if any, by which (a) any and all compensation received by Tenant as a result of such assignment or sublettingTransfer, net only of reasonable expenses actually incurred by Tenant in connection with such assignment or sublettingTransfer, including, but not limited to brokerage commissions, legal fees, and in the instance of a sublease, demising and leasehold improvement costs (prorated over the term of the Transfer), as well as any unamortized portion of leasehold improvements paid for directly by Tenant for the Premises, exceeds (ab) in the case of an assignment, the Basic Rent and Additional Rent under this Lease, and (b) in the case of a subletting, the portion of the Basic Rent and Additional Rent allocable to the portion of the Premises subject to such subletting. Notwithstanding the foregoing, Tenant shall not be required to share any rent attributable to the leasing of equipment to a subtenant. Such payments shall be made on the date the corresponding payments under this Lease are due. Notwithstanding the foregoing, the provisions of this Section shall impose no obligation on Landlord to consent to an assignment of this Lease or a subletting of all or a portion of the Premises. As used in this Section, the term "reasonable expenses" means (a) improvement allowances or other economic concessions granted by Tenant to the assignee or sublessee; (b) the unamortized costs of initial and subsequent improvements to the subject portion of the Premises paid for by Tenant; (c) costs incurred by Tenant to buy-out or take over the previous lease of the assignee or sublessee; (d) all costs incurred by Tenant to advertise the subject portion of the Premises for assignment or sublease; and (e) arms length brokerage commissions and/or legal fees paid by Tenant in connection with the assignment or sublease;.

Excess Payments. If Except in connection with Affiliated Transfers, if --------------- Tenant assigns this Lease or sublets or otherwise permits occupancy of the Premises or any portion thereof, Tenant shall pay to Landlord as Additional Rent fifty percent (50%) of all "Profits", which shall mean the amount, if any, by which (a) any and all compensation consideration received by Tenant as a result and attributable to any interest of Tenant under this Lease transferred in connection with such assignment or sublettingsublease, net of reasonable or other occupancy, after deducting any out-of-pocket expenses actually incurred by Tenant in connection with such assignment or sublettingsublease or other occupancy (with such reasonable expenses to be amortized without interest over the remaining Term (or, with respect to fit-up costs, the useful life thereof; if greater than the remaining Term) (the "Amortized Costs") and with such Amortized Costs and such excess payments to be recalculated upon any extension or renewal of the Term hereof), exceeds (ab) in the case of an assignment, the Basic Rent and Additional Rent under this Lease, and (b) in the case of a sublettingsublease or other occupancy, the portion of the Basic Rent and Additional Rent allocable proportionately to the portion of the Premises subject to such sublettingsubletting.or other occupancy. Such Together with Tenant's notice and/or request for Landlord's consent to such assignment or sublet, Tenant shall deliver to Landlord a schedule of anticipated Profits and a schedule of anticipated Amortized Costs. All payments due pursuant to this Section 7.3 shall be made on the date the corresponding payments under this Lease are duea monthly basis concurrently with Tenant's payment of Basic Rent hereunder. Notwithstanding the foregoing, the provisions of this Section 7.3 shall impose no obligation on Landlord to consent to an assignment of this Lease or a subletting of all or a portion of the Premises. As used in this Section, the term "reasonable expenses" means (a) improvement allowances or other economic concessions granted by Tenant to the assignee or sublessee; (b) the unamortized costs of initial and subsequent improvements to the subject portion of the Premises paid for by Tenant; (c) costs incurred by Tenant to buy-out or take over the previous lease of the assignee or sublessee; (d) all costs incurred by Tenant to advertise the subject portion of the Premises for assignment or sublease; and (e) arms length brokerage commissions and/or legal fees paid by Tenant in connection with the assignment or sublease;occupancy.