Common use of Improvements Allowance Clause in Contracts

Improvements Allowance. Landlord hereby agrees to provide Tenant an allowance in the amount of $38.55 per square foot of net rentable area within the New Premises (i.e., $2,587,775.20) (the “Improvements Allowance”) for the design and construction of leasehold improvements in the New Premises. Tenant shall contract directly for the design and construction of such improvements and shall engage a third-party construction manager; accordingly, Landlord shall not impose any construction management fee or plan review fee in connection with such improvements. The Improvements Allowance may be applied to any costs directly related to the design and construction of leasehold improvements in the New Premises including, without limitation, architectural and engineering fees, costs of construction and installation of improvements in the New Premises, relocation and installation of telecommunications and computer cabling and equipment, moving expenses, etc. Landlord acknowledges that Tenant shall stage the construction in phases, and accordingly, Landlord shall fund the Improvements Allowance to Tenant or to Tenant’s contractors (at Tenant’s option) in installments in accordance with Landlord’s reasonable draw requirements (i.e., presentation of partial (and when applicable, final) lien waivers, ten percent (10%) retainage, architect’s certifications, reasonable costs back-up documentation, etc. and an AutoCad diskette of the “as-built” plans and specifications for the New Premises following final completion of the leasehold improvements therein, all as more fully set forth in EXHIBIT C to this Eleventh Amendment). If the costs of Tenant’s improvements to the New Premises exceed the amount of the Improvements Allowance, Tenant shall pay all such excess costs. If the costs of Tenant’s improvements to the New Premises do not exceed the amount of the Improvements Allowances, Landlord shall retain any such savings as its sole property. During the construction period, Tenant’s contractors shall have access to the Building’s parking facilities, loading dock, freight elevators, electrical systems and related facilities in connection with such improvements at no additional charge to Tenant (other than for parking spaces utilized by Tenant’s contractors), and scheduling such facilities in advance with Landlord (i.e., subject to availability of such facilities). Tenant must utilize the Improvements Allowance on or prior to December 31, 2008 or Tenant’s right to utilize any remaining portion of the Improvements Allowance shall terminate in all respects. Landlord will conduct and provide Tenant (at Landlord’s cost separate from the Improvements Allowance) a copy of an asbestos survey with respect to the New Premises promptly following the mutual execution of this Eleventh Amendment.

Improvements Allowance. Landlord hereby agrees to provide Tenant an allowance in the amount of $38.55 per square foot of net rentable area within the New Premises (i.e., $2,587,775.20) 3,300 (the “Improvements Allowance”"IMPROVEMENTS ALLOWANCE") for the design and construction of leasehold improvements in within the New Premises. Tenant shall contract directly for the design and construction of such improvements and shall engage a third-party construction manager; accordingly, Landlord shall not impose any construction management fee or plan review fee in connection with such improvementsExpansion Premises only. The Improvements Allowance may be applied to any costs directly related to the design and construction improvement of leasehold improvements in the New Expansion Premises including, without limitation, architectural and engineering fees, costs of construction and installation of improvements in the New Expansion Premises, relocation and installation of telecommunications telephone and computer cabling and equipment, moving expenses, etc. Landlord acknowledges that Tenant shall stage the construction in phases, and accordingly, Landlord shall fund the The Improvements Allowance shall be paid to Tenant or to by Landlord within thirty (30) days of Tenant’s 's written request therefor, accompanied by a final lien waiver from Tenant's general contractor and each of the other Tenant's contractors (at Tenant’s option) in installments in accordance with designated by Landlord’s reasonable draw requirements (i.e., presentation of partial (and when applicable, final) lien waivers, ten percent (10%) retainage, architect’s certifications, reasonable costs back-up documentation, etc. and an AutoCad AUTOCAD diskette of the “"as-built” " plans and specifications for the New Expansion Premises following final completion of the leasehold improvements therein, all as more fully set forth in EXHIBIT C to this Eleventh Amendment). If and reasonable supporting detail for the costs incurred by Tenant with respect to the Expansion Premises. Should the cost of Tenant’s 's leasehold improvements to the New Expansion Premises exceed the amount of the Improvements Allowance, Tenant shall pay all such excess costs. If In addition, in the costs event Tenant requests Landlord to contract for the construction and installation of any portion of the Expansion Premises improvements on behalf of Tenant’s improvements to the New Premises do not exceed the amount of the Improvements Allowances, Landlord shall retain any such savings as its sole property. During supervise the construction period, Tenant’s contractors shall have access to the Building’s parking facilities, loading dock, freight elevators, electrical systems and related facilities in connection with such improvements at no additional charge to Tenant (other than for parking spaces utilized by Tenant’s contractors), and scheduling such facilities in advance with Landlord (i.e., subject to availability of such facilities). Tenant must utilize the Improvements Allowance on or prior to December 31, 2008 or Tenant’s right to utilize any remaining that portion of the Improvements Allowance Expansion Premises improvements and Tenant agrees to pay Landlord a construction management fee in an amount equal to five percent (5%) of the total construction costs of that portion of the Expansion Premises improvements performed by Landlord's contractor. If Landlord's contractor does not perform the Expansion Premises improvements, Tenant shall terminate in all respects. Landlord not have to pay a construction management fee but will conduct and provide Tenant have to pay a construction plan review fee of two percent (at Landlord’s cost separate from 2%) of the Improvements Allowance) a copy of an asbestos survey with respect to the New Premises promptly following the mutual execution of this Eleventh Amendmenttotal construction costs.

Improvements Allowance. (a) Tenant acknowledges and agrees that, except as expressly set forth below. Tenant is accepting the Premises in “as-is” condition on the date hereof and that Landlord hereby agrees shall have no obligation whatsoever to provide Tenant an allowance furnish, render, or supply any money, work, labor, fixture, material, decoration, or equipment in order to prepare the amount of $38.55 per square foot of net rentable area within the New Premises (i.e., $2,587,775.20) (the “Improvements Allowance”) for Tenant’s occupancy for the design Fourth Renewal Term, except as expressly set forth below. Except as expressly set forth below, any and construction of leasehold all alterations and improvements in the New Premises. Tenant shall contract directly for the design and construction of such improvements and shall engage a third-party construction manager; accordingly, Landlord shall not impose any construction management fee or plan review fee in connection with such improvements. The Improvements Allowance may be applied to any costs directly related to the design Premises shall be at Tenant’s expense and construction are subject to the provisions of leasehold improvements in the New Premises Lease applicable to alterations, including, without limitation, that the plans and specifications, and the contractors and subcontractors to be used by Tenant, for any alterations are subject to the prior written approval of Landlord. (b) Notwithstanding the foregoing, as soon as reasonably practicable following the Fourth Renewal Term Commencement Date, Landlord, at its expense, will perform the following improvements, all using Landlord’s building-standard methods and materials (the “Improvements”): (i) remove the warehouse office space located on the south side of the warehouse portion of the Premises, and (ii) install two (2) new dock-high roll-up doors at the punch-out panels located behind the warehouse office space as may be permitted by the City of Doral building department. (c) Tenant acknowledges that the construction of the Improvements may affect Tenant’s use and occupancy of the Premises during the period of construction, and that access to the Premises and construction by Landlord and its contractors shall not constitute an actual or constructive eviction of Tenant, in whole or in part, nor shall it entitle Tenant to any abatement or diminution of rent or relieve Tenant from any obligation under the Lease (as modified hereby). (d) In addition, Landlord shall be responsible to contribute up to Forty-Five Thousand and No/100 ($45,000.00) Dollars for alterations and improvements to be made to the Premises by Tenant (including any necessary demolition and including any architectural and engineering fees) (the “Improvement Allowance”), costs all of construction which improvements shall be made by Tenant within one (1) year after the Fourth Renewal Term Commencement Date. The plans and installation specifications, and the contractors and subcontractors to be used by Tenant, for any such alterations and improvements are subject to the prior written approval of Landlord, which approval shall not be unreasonably withheld. The Improvement Allowance shall be paid by Landlord to Tenant within thirty (30) days after submission of an invoice to Landlord and receipt by Landlord of a certificate of occupancy for such work (if applicable), a contractor’s affidavit from Tenant’s general contractor, releases of lien from the applicable subcontractors, suppliers, and laborers, and as-built drawings of such work, with a list and description of all work performed by the contractors, subcontractors, and material suppliers (provided that as-built drawings and a list and description of all work are required only in connection with alterations and improvements in affecting the New Premisesstructure of the Building and/or the base-building HVAC, relocation and installation of telecommunications and computer cabling and equipmentmechanical, moving expenseselectrical, etcplumbing, and/or fire safety systems). Landlord acknowledges that Tenant shall stage be solely responsible for any and all costs and expenses with respect to any alterations or improvements to the construction in phasesPremises which are above the Improvement Allowance. Tenant shall receive no credit or payment for any unused portion of the Improvement Allowance. However, even if all requirements set forth above have been met for payment of the Improvement Allowance, the Improvement Allowance shall not be payable by Landlord if at such time there exists on the part of Tenant a monetary default under the Lease beyond the expiration of applicable notice and accordinglycure periods. If such a monetary default exists, then Landlord shall fund will not be required to remit the Improvements Improvement Allowance to Tenant or to Tenant’s contractors (at Tenant’s option) in installments in accordance with Landlord’s reasonable draw requirements (i.e., presentation of partial (and when applicable, final) lien waivers, ten percent (10%) retainage, architect’s certifications, reasonable costs back-up documentation, etc. and an AutoCad diskette of the “as-built” plans and specifications for the New Premises following final completion of the leasehold improvements therein, all as more fully set forth in EXHIBIT C to this Eleventh Amendment). If the costs of Tenant’s improvements to the New Premises exceed the amount of the Improvements Allowance, Tenant shall pay all until such excess costs. If the costs of Tenant’s improvements to the New Premises do not exceed the amount of the Improvements Allowances, Landlord shall retain any such savings as its sole property. During the construction period, Tenant’s contractors shall have access to the Building’s parking facilities, loading dock, freight elevators, electrical systems and related facilities in connection with such improvements at no additional charge to Tenant (other than for parking spaces utilized by Tenant’s contractors), and scheduling such facilities in advance with Landlord (i.e., subject to availability of such facilities). Tenant must utilize the Improvements Allowance on or prior to December 31, 2008 or Tenant’s right to utilize any remaining portion of the Improvements Allowance shall terminate in all respects. Landlord will conduct and provide Tenant (at Landlord’s cost separate from the Improvements Allowance) a copy of an asbestos survey with respect to the New Premises promptly following the mutual execution of this Eleventh Amendmentmonetary default has been cured.

Improvements Allowance. Landlord hereby agrees shall pay to provide Tenant the Improvements Allowance in an allowance amount up to that specified in Section 1.7 of the Lease. The aggregate amount of $38.55 per square foot of net rentable area within the New Premises (i.e.Improvements Allowance paid by Landlord shall not exceed Tenant’s actual expenses for work performed and materials furnished in connection with Tenant’s Work, $2,587,775.20) (the “Improvements Allowance”) for including expenses incurred in connection with the design and construction preparation of leasehold Construction Drawings for Tenant’s Work (including associated architectural and engineering fees and permits) and costs of installation of data and telephone cabling and other improvements included in Tenant’s Work and, to the extent provided below, for Tenant’s security system and signage. In no event shall the Improvements Allowance be payable in respect of Tenant’s costs for furniture, trade fixtures, business equipment or other personal property, for interest or financing costs, or for Tenant’s own administrative or overhead expenses (except for Tenant’s project manager’s fee). Tenant may use a portion of the Improvements Allowance, in no event to exceed an aggregate of one-sixth (1/6th) of the amount specified in Section 1.7 of the Lease, for Tenant’s expenses for a security system and signage installed in accordance with the provisions of this Lease. Landlord shall pay the Improvements Allowance to Tenant as follows: (a) Landlord shall pay an advance to Tenant of up to one-half of the Improvements Allowance within thirty (30) days after Tenant’s written request therefor, provided that such request is accompanied by satisfaction of each of the following conditions, and provided Tenant is not in default under the Lease beyond all applicable notice and cure periods: (i) Tenant shall have submitted to Landlord Conditional Waivers and Releases of Lien for the work being reimbursed, from Tenant’s general contractor and from all subcontractors, materials suppliers and other persons performing labor and/or supplying materials in connection with Tenant’s Work for which reimbursement is being paid; (ii) Tenant’s written request is accompanied by the certification of Tenant’s Architect that Tenant’s Work through the date of the request has been completed in accordance or substantially in accordance with the plans and specifications prepared by Tenant’s Architect; and (iii) Tenant shall provide to Landlord copies of invoices received by Tenant in a total amount equal to or in excess of the amount requested. (b) Landlord shall pay the Improvements Allowance, or any balance thereof remaining after an advance made by Landlord as provided above, within thirty (30) days after Tenant’s written request therefor, provided that such request is accompanied by satisfaction of each of the following conditions, and provided Tenant is not in default under the Lease beyond all applicable notice and cure periods: (i) a copy of the inspection card of the City of Pasadena Building Department signed off as “final,” a certificate of occupancy or an equivalent sign off for all of Tenant’s Work; (ii) Tenant shall have submitted to Landlord Unconditional Waivers and Releases of Lien for the work being reimbursed, from Tenant’s general contractor and from all subcontractors, materials suppliers and other persons performing labor and/or supplying materials in connection with Tenant’s Work for which reimbursement is being paid; (iii) Tenant’s written request is accompanied by the certification of Tenant’s Architect that Tenant’s Work has been completed in accordance or substantially in accordance with the plans and specifications prepared by Tenant’s Architect; (iv) Tenant shall provide to Landlord by copies of invoices paid by Tenant in a total amount equal to or in excess of the amount requested; (v) Tenant’s Work has been fully completed; and (vi) Tenant shall have made deliveries in respect of Tenant’s Work and completed performance of its other responsibilities in respect thereof as provided in the New Premises. Tenant shall contract directly for Lease and this Exhibit, including (without limitation) as set forth in Section 8 below. (c) Notwithstanding anything to the design and construction of such improvements and shall engage a third-party construction manager; accordinglycontrary contained in this Exhibit or the Lease, Landlord shall not impose be required to reimburse Tenant for any request delivered to Landlord later than December 31, 2015, and Tenant shall not be entitled to any credit, cash or otherwise, for any unused portion of the Improvements Allowance. (d) Landlord shall have the right to apply portions of the Improvements Allowance against fees and expenses of Landlord paid and incurred in connection with Tenant’s Work to the extent expressly provided in this Lease (including the Exhibits hereto). In no event shall Landlord charge against the Improvements Allowance, or otherwise require Tenant to pay, any construction management supervision fee or plan review fee in connection with such improvements. The Improvements Allowance may be applied to any costs directly related to the design and construction for approval of leasehold improvements in the New Premises including, without limitation, architectural and engineering fees, costs plans or drawings for Tenant’s Work or inspection of construction and installation of improvements in the New Premises, relocation and installation of telecommunications and computer cabling and equipment, moving expenses, etc. Landlord acknowledges that Tenant shall stage the construction in phases, and accordingly, Landlord shall fund the Improvements Allowance to Tenant or to Tenant’s contractors (at Tenant’s option) in installments in accordance with Landlord’s reasonable draw requirements (i.e., presentation of partial (and when applicable, final) lien waivers, ten percent (10%) retainage, architect’s certifications, reasonable costs back-up documentation, etc. and an AutoCad diskette of the “as-built” plans and specifications for the New Premises following final completion of the leasehold improvements therein, all as more fully set forth in EXHIBIT C to this Eleventh Amendment). If the costs of Tenant’s improvements to the New Premises exceed the amount of the Improvements Allowance, Tenant shall pay all such excess costs. If the costs of Tenant’s improvements to the New Premises do not exceed the amount of the Improvements Allowances, Landlord shall retain any such savings as its sole property. During the construction period, Tenant’s contractors shall have access to the Building’s parking facilities, loading dock, freight elevators, electrical systems and related facilities in connection with such improvements at no additional charge to Tenant (other than for parking spaces utilized by Tenant’s contractors), and scheduling such facilities in advance with Landlord (i.e., subject to availability of such facilities). Tenant must utilize the Improvements Allowance on or prior to December 31, 2008 or Tenant’s right to utilize any remaining portion of the Improvements Allowance shall terminate in all respects. Landlord will conduct and provide Tenant (at Landlord’s cost separate from the Improvements Allowance) a copy of an asbestos survey with respect to the New Premises promptly following the mutual execution of this Eleventh Amendmentthereof.

Improvements Allowance. Landlord hereby agrees shall pay to provide Tenant the Improvements Allowance in an allowance amount up to that specified in Section 1.7 of the Lease. The aggregate amount of $38.55 per square foot of net rentable area within the New Premises (i.e.Improvements Allowance paid by Landlord shall not exceed Tenant’s actual expenses for work performed and materials furnished in connection with Tenant’s Work, $2,587,775.20) (the “Improvements Allowance”) for including expenses incurred in connection with the design and construction preparation of leasehold Construction Drawings for Tenant’s Work (including associated architectural and engineering fees and permits) and costs of installation of data and telephone cabling and other improvements included in Tenant’s Work and, to the extent provided below, for Tenant’s security system and signage. In no event shall the Improvements Allowance be payable in respect of Tenant’s costs for furniture, trade fixtures, business equipment or other personal property, for interest or financing costs, or for Tenant’s own administrative or overhead expenses (except for Tenant’s project manager’s fee). Tenant may use a portion of the Improvements Allowance, in no event to exceed an aggregate of one-sixth (1/6th) of the amount specified in Section 1.7 of the Lease, for Tenant’s expenses for a security system and signage installed in accordance with the provisions of this Lease. Landlord shall pay the Improvements Allowance to Tenant as follows: (a) Landlord shall pay an advance to Tenant of up to one-half of the Improvements Allowance within thirty (30) days after Tenant’s written request therefor, provided that such request is accompanied by satisfaction of each of the following conditions, and provided Tenant is not in default under the Lease beyond all applicable notice and cure periods: (i) Tenant shall have submitted to Landlord Conditional Waivers and Releases of Lien for the work being reimbursed, from Tenant’s general contractor and from all subcontractors, materials suppliers and other persons performing labor and/or supplying materials in connection with Tenant’s Work for which reimbursement is being paid; (ii) Tenant’s written request is accompanied by the certification of Tenant’s Architect that Tenant’s Work through the date of the request has been completed in accordance or substantially in accordance with the Exhibit B, Page 2 plans and specifications prepared by Tenant’s Architect; and (iii) Tenant shall provide to Landlord copies of invoices received by Tenant in a total amount equal to or in excess of the amount requested. (b) Landlord shall pay the Improvements Allowance, or any balance thereof remaining after an advance made by Landlord as provided above, within thirty (30) days after Tenant’s written request therefor, provided that such request is accompanied by satisfaction of each of the following conditions, and provided Tenant is not in default under the Lease beyond all applicable notice and cure periods: (i) a copy of the inspection card of the City of Pasadena Building Department signed off as “final,” a certificate of occupancy or an equivalent sign off for all of Tenant’s Work; (ii) Tenant shall have submitted to Landlord Unconditional Waivers and Releases of Lien for the work being reimbursed, from Tenant’s general contractor and from all subcontractors, materials suppliers and other persons performing labor and/or supplying materials in connection with Tenant’s Work for which reimbursement is being paid; (iii) Tenant’s written request is accompanied by the certification of Tenant’s Architect that Tenant’s Work has been completed in accordance or substantially in accordance with the plans and specifications prepared by Tenant’s Architect; (iv) Tenant shall provide to Landlord by copies of invoices paid by Tenant in a total amount equal to or in excess of the amount requested; (v) Tenant’s Work has been fully completed; and (vi) Tenant shall have made deliveries in respect of Tenant’s Work and completed performance of its other responsibilities in respect thereof as provided in the New Premises. Tenant shall contract directly for Lease and this Exhibit, including (without limitation) as set forth in Section 8 below. (c) Notwithstanding anything to the design and construction of such improvements and shall engage a third-party construction manager; accordinglycontrary contained in this Exhibit or the Lease, Landlord shall not impose be required to reimburse Tenant for any request delivered to Landlord later than December 31, 2015, and Tenant shall not be entitled to any credit, cash or otherwise, for any unused portion of the Improvements Allowance. (d) Landlord shall have the right to apply portions of the Improvements Allowance against fees and expenses of Landlord paid and incurred in connection with Tenant’s Work to the extent expressly provided in this Lease (including the Exhibits hereto). In no event shall Landlord charge against the Improvements Allowance, or otherwise require Tenant to pay, any construction management supervision fee or plan review fee in connection with such improvements. The Improvements Allowance may be applied to any costs directly related to the design and construction for approval of leasehold improvements in the New Premises including, without limitation, architectural and engineering fees, costs plans or drawings for Tenant’s Work or inspection of construction and installation of improvements in the New Premises, relocation and installation of telecommunications and computer cabling and equipment, moving expenses, etc. Landlord acknowledges that Tenant shall stage the construction in phases, and accordingly, Landlord shall fund the Improvements Allowance to Tenant or to Tenant’s contractors (at Tenant’s option) in installments in accordance with Landlord’s reasonable draw requirements (i.e., presentation of partial (and when applicable, final) lien waivers, ten percent (10%) retainage, architect’s certifications, reasonable costs back-up documentation, etc. and an AutoCad diskette of the “as-built” plans and specifications for the New Premises following final completion of the leasehold improvements therein, all as more fully set forth in EXHIBIT C to this Eleventh Amendment). If the costs of Tenant’s improvements to the New Premises exceed the amount of the Improvements Allowance, Tenant shall pay all such excess costs. If the costs of Tenant’s improvements to the New Premises do not exceed the amount of the Improvements Allowances, Landlord shall retain any such savings as its sole property. During the construction period, Tenant’s contractors shall have access to the Building’s parking facilities, loading dock, freight elevators, electrical systems and related facilities in connection with such improvements at no additional charge to Tenant (other than for parking spaces utilized by Tenant’s contractors), and scheduling such facilities in advance with Landlord (i.e., subject to availability of such facilities). Tenant must utilize the Improvements Allowance on or prior to December 31, 2008 or Tenant’s right to utilize any remaining portion of the Improvements Allowance shall terminate in all respects. Landlord will conduct and provide Tenant (at Landlord’s cost separate from the Improvements Allowance) a copy of an asbestos survey with respect to the New Premises promptly following the mutual execution of this Eleventh Amendmentthereof.

Improvements Allowance. (a) Landlord hereby agrees to provide grant Tenant an allowance (the "IMPROVEMENTS ALLOWANCE") in an amount equal to the product of (i) Thirty Dollars ($30.00) and (ii) the number of rentable square feet in the Premises, to be applied toward the Leasehold Cost and the actual costs and expenses incurred by Tenant in connection with moving into the Premises. (b) In addition to the Improvements Allowance, provided no Event of Default exists under the Lease, Landlord hereby grants to Tenant an additional allowance (the "Additional Allowance") in the amount elected by Tenant up to the product of Five Dollars ($38.55 per 5.00) multiplied by the number of square foot feet of net rentable area within the New Premises (i.e., $2,587,775.20) (the “Improvements Allowance”) for the design and construction of leasehold improvements in the New Premises. If Tenant shall contract directly for desires to draw on the design and construction Additional Allowance, Tenant must follow the written request procedure applicable to draws of such improvements and shall engage a third-party construction manager; accordingly, Landlord shall not impose any construction management fee or plan review fee in connection with such improvementsthe Improvement Allowance. The Additional Allowance shall only be applied toward Leasehold Costs and Tenant's Moving Costs, as defined below, and other costs to which the Improvements Allowance may be applied to applied. The amount of the Additional Allowance must be drawn by Tenant no later than thirty (30) days after the Lease Commencement Date and any costs directly related to portion of the design Additional Allowance that is not drawn by such date shall be deemed waived and construction forfeited by Tenant. The amount of leasehold improvements in the New Premises including, without limitation, architectural and engineering fees, costs of construction and installation of improvements in the New Premises, relocation and installation of telecommunications and computer cabling and equipment, moving expenses, etc. Landlord acknowledges that Additional Allowance drawn by Tenant shall stage be treated as an assumed loan, which shall be fully amortized over the construction initial one hundred twenty (120) months of the Lease Term and shall be paid in phases, and accordingly, Landlord shall fund equal monthly installments together with interest on the Improvements outstanding balance of the Additional Allowance at a fixed rate equal to Tenant or to Tenant’s contractors (at Tenant’s option) in installments in accordance with Landlord’s reasonable draw requirements (i.e., presentation of partial (and when applicable, final) lien waivers, ten percent (10%) retainage, architect’s certifications, reasonable costs back-up documentation, etcper annum. Such additional payment shall be added to and an AutoCad diskette become part of the “as-built” plans and specifications for Base Rent payable in accordance with the New Premises following final completion provisions of Article III of the leasehold improvements therein, all as more fully set forth Lease. Such amount shall be confirmed in EXHIBIT C to this Eleventh Amendment). If the costs of Tenant’s improvements an amendment to the New Premises exceed Lease. (c) In the amount of event the Improvements Allowance, entire Improvement Allowance is not utilized by Tenant shall pay all such excess costs. If the costs of Tenant’s improvements to the New Premises do not exceed the amount of the Improvements Allowances, Landlord shall retain any such savings as its sole property. During the construction period, Tenant’s contractors shall have access to the Building’s parking facilities, loading dock, freight elevators, electrical systems and related facilities in connection with designing, constructing and installing the Leasehold Work, such improvements unused portion of the Improvement Allowance shall be applied, at no additional charge Tenant's election, (i) against the first installment(s) of base rent due with respect to the Premises pursuant to Article III of the Lease or (ii) an amount not to exceed Five Dollars ($5.00) multiplied by the number of square feet of rentable area in the Premises, may be applied (y) toward the purchase of furniture and furnishings in the Premises or (z) actual cost and expenses related to and incurred by Tenant in connection with Tenant's normal, typical and reasonable expenses of moving into the Premises, including packing and unpacking, telephone installation and moving all of Tenant's furniture and equipment to relocate Tenant's offices (other than for parking spaces utilized by "Tenant’s contractors's Moving Costs"), or any combination thereof. Notwithstanding anything to the contrary in this Paragraph 8(c), an amount not less than the product of Twenty-Five Dollars ($25.00) multiplied by the Net Rentable Area of the Premises of the Tenant Improvement Allowance shall be used by Tenant for the sole and scheduling exclusive purpose of designing, construction and installing the Leasehold Work including without limitation, preparation of drawings and specifications, the installation of computer and telephone network equipment, cabling and wiring which will remain in the Premises at the expiration of the Lease Term and such facilities other equipment which, under the terms of this Lease, will remain in advance with Landlord the Premises at the expiration of the Lease Term, (i.e., subject to availability d) Any portion of such facilities). Tenant must utilize the Improvements Allowance on or prior to December 31, 2008 or Tenant’s right to utilize any remaining portion Leasehold Cost that is in excess of the sum of the Improvements Allowance shall terminate in all respects. Landlord will conduct and provide plus the portion of the Additional Allowance that Tenant (at Landlord’s cost separate from the Improvements Allowance) a copy of an asbestos survey with respect elects to the New Premises promptly following the mutual execution of this Eleventh Amendment.apply towards Leasehold Work is referred to herein as "TENANT'S

Improvements Allowance. (a) Landlord hereby agrees will pay an amount equal to provide Tenant an allowance in the amount of $38.55 50.00 per rentable square foot of net rentable area within the New Premises (i.e., $2,587,775.20) (the “Improvements Allowance”) for toward the cost of the design and construction of leasehold improvements the Tenant Improvements, including, but not limited to, (i) the fees of the Architect, consulting fees, fees for engineering, mechanical and electrical services, construction and/or project management fees, (ii) costs of any changes in the New Premises. Base Building Work when such changes are required by the Final Plans, (iii) information technology, telephone/data cabling and building permits associated with the Tenant shall contract directly Improvements, (iv) sales and use taxes and Title 24 fees, and (v) the Coordination Fee (the “Total Cost”); provided, however that the Improvements Allowance may not be used for any costs associated with the design and construction of such improvements the Non-Standard Improvements or any of the Special Tenant Improvements (collectively, the “Tenant Obligations”). Notwithstanding the foregoing, in no event shall Tenant be permitted to use more than seven and shall engage a third-party construction manager; accordingly, Landlord shall not impose any construction management fee or plan review fee in connection with such improvements50/100 dollars ($7.50) per rentable square foot of the Premises from the Improvements Allowance to pay architectural and engineering fees (combined). The Improvements Allowance may be applied to any Total Cost shall include all costs directly related to associated with the design and construction of leasehold improvements in the New Premises Tenant Improvements, including, without limitation, architectural and engineering all building permit fees, costs payments to design consultants for services and disbursements, all preparatory work, premiums for insurance and bonds, general conditions, such inspection fees as Landlord may reasonably incur, reimbursement to Landlord for permit and other fees Landlord may reasonably incur that are fairly attributable to the Tenant Improvements work and the cost of construction installing any additional electrical capacity or telecommunications capacity required by Tenant and installation of improvements in the New Premises, relocation and installation of telecommunications and computer cabling and equipment, moving expenses, etcTenant Obligations. Landlord acknowledges that Tenant shall stage In addition to the construction in phases, and accordinglyImprovements Allowance, Landlord shall fund the Improvements Allowance pay an amount equal to Tenant or to Tenant’s contractors (at Tenant’s option) in installments in accordance with Landlord’s reasonable draw requirements (i.e., presentation of partial (and when applicable, final) lien waivers, ten percent (10%) retainage, architect’s certifications, reasonable costs back-up documentation, etc. and an AutoCad diskette $0.15 per rentable square foot of the “as-built” plans and specifications Premises toward the cost of the initial space planning, which shall be paid at the time of the next monthly disbursement for the New Premises following final completion Base Building Work that is made at least thirty (30) days after submission of a complete Application for Payment. Landlord and Tenant hereby acknowledge and agree that Landlord shall be solely responsible for, any and all costs to the leasehold improvements therein, all as more fully set forth in EXHIBIT C extent related to this Eleventh Amendment)and arising from the gross negligence or willful misconduct of Landlord or Landlord Parties. If the costs Total Cost of Tenant’s improvements to the New Premises exceed the amount of eligible Tenant Improvements is less than the Improvements Allowance, Tenant shall pay all such excess costs. If the costs of Tenant’s improvements not be entitled to the New Premises do not exceed the amount of the Improvements Allowances, Landlord shall retain receive a credit against Rent for any such savings as its sole property. During the construction period, Tenant’s contractors shall have access to the Building’s parking facilities, loading dock, freight elevators, electrical systems and related facilities in connection with such improvements at no additional charge to Tenant (other than for parking spaces utilized by Tenant’s contractors), and scheduling such facilities in advance with Landlord (i.e., subject to availability of such facilities). Tenant must utilize the Improvements Allowance on or prior to December 31, 2008 or Tenant’s right to utilize any remaining unused portion of the Improvements Allowance shall terminate in all respects. that is not used to pay for the Tenant Improvements. (b) The obligation of Landlord will conduct and provide Tenant (at Landlord’s cost separate from to make any one or more payments pursuant to the provisions of this Work Agreement, including payment of the Improvements Allowance) a copy , shall be suspended without further act of the parties during any such time as there exists an asbestos survey with respect to Event of Default under the New Premises promptly following the mutual execution of this Eleventh AmendmentLease.

Improvements Allowance. Landlord hereby agrees shall pay to provide Tenant an allowance the Improvements Allowance for the Expansion Premises in the amount required under Section 2(c)(v)(A) of the Lease. If, for example, the Expansion Premises Commencement Date is June 1, 2016, the Improvements Allowance shall be $38.55 per square foot 159,729.23. If the Expansion Premises Commencement Date occurs on a date other than June 1, 2016, then the Improvements Allowance shall be adjusted in accordance with Section 2.2(c)(v)(A) of net rentable area within the New Lease, and Landlord and Tenant shall execute a side letter or commencement date certificate confirming the Expansion Premises (i.e., $2,587,775.20) (Commencement Date and the “Improvements Allowance”) . The aggregate amount of the Improvements Allowance paid by Landlord shall not exceed Tenant’s actual expenses for work performed and materials furnished in connection with Tenant’s Work, including expenses incurred in connection with the design and construction preparation of leasehold Construction Drawings for Tenant’s Work (including associated architectural and engineering fees and permits) and costs of installation of data and telephone cabling and other improvements included in Tenant’s Work and for Tenant’s security system and signage subject to the limitation set forth below. In no event shall the Improvements Allowance be payable in respect of Tenant’s costs for furniture, trade fixtures, business equipment or other personal property, for interest or financing costs, or for Tenant’s own administrative or overhead expenses (except for Tenant’s project manager’s fee). Tenant may use a portion of the Improvements Allowance, in no event to exceed an aggregate of one sixth (1/6th) of the amount specified above in this Section 4, for Tenant’s expenses for a security system and signage installed in accordance with the provisions of this Lease Landlord shall pay the Improvements Allowance to Tenant as follows: (a) Landlord shall pay an advance to Tenant of up to one-half of the Improvements Allowance within thirty (30) days after Tenant’s written request therefor, provided that such request is accompanied by satisfaction of each of the following conditions, and provided Tenant is not in default under the Lease beyond all applicable notice and cure periods: (i) Tenant shall have submitted to Landlord Conditional Waivers and Releases of Lien for the work being reimbursed, from Tenant’s general contractor and from all subcontractors, materials suppliers and other persons performing labor and/or supplying materials in connection with Tenant’s Work for which reimbursement is being paid; (ii) Tenant’s written request is accompanied by the certification of Tenant’s Architect that Tenant’s Work through the date of the request has been completed in accordance or substantially in accordance with the plans and specifications prepared by Tenant’s Architect; and (iii) Tenant shall provide to Landlord copies of invoices received by Tenant in a total amount equal to or in excess of the amount requested. (b) Landlord shall pay the Improvements Allowance, or any balance thereof remaining after an advance made by Landlord as provided above, within thirty (30) days after Tenant’s written request therefor, provided that such request is accompanied by satisfaction of each of the following conditions, and provided Tenant is not in default under the Lease beyond all applicable notice and cure periods: (i) a copy of the inspection card of the City of Pasadena Building Department signed off as “final,” a certificate of occupancy or an equivalent sign off for all of Tenant’s Work; (ii) Tenant shall have submitted to Landlord Unconditional Waivers and Releases of Lien for the work being reimbursed, from Tenant’s general contractor and from all subcontractors, materials suppliers and other persons performing labor and/or supplying materials in connection with Tenant’s Work tor which reimbursement is being paid; (iii) Tenant’s written request is accompanied by the certification of Tenant’s Architect that Tenant’s Work has been completed in accordance or substantially in accordance with the plans and specifications prepared by Tenant’s Architect; (iv) Tenant shall provide to Landlord by copies of invoices paid by Tenant in a total amount equal to or in excess of the amount requested; (v) Tenant’s Work has been fully completed; and (vi) Tenant shall have made deliveries in respect of Tenant’s Work and completed performance of its other responsibilities in respect thereof as provided in the New Premises. Tenant shall contract directly for Lease and this Exhibit, including (without limitation) as set forth in Section 8 below. (c) Notwithstanding anything to the design and construction of such improvements and shall engage a third-party construction manager; accordinglycontrary contained in this Exhibit or the Lease, Landlord shall not impose be required to reimburse Tenant for any request delivered to Landlord later than July 31, 2017, and Tenant shall not be entitled to any credit, cash or otherwise, for any unused portion of the Improvements Allowance. (d) Landlord shall have the right to apply portions of the Improvements Allowance against fees and expenses of Landlord paid and included in connection with Tenant’s Work to the extent expressly provided in this Lease (including the Exhibits hereto). In no event shall Landlord charge against the Improvements Allowance, or otherwise require Tenant to pay, any construction management supervision fee or plan review fee in connection with such improvements. The Improvements Allowance may be applied to any costs directly related to the design and construction for approval of leasehold improvements in the New Premises including, without limitation, architectural and engineering fees, costs plans or drawings for Tenant’s Work or inspection of construction and installation of improvements in the New Premises, relocation and installation of telecommunications and computer cabling and equipment, moving expenses, etc. Landlord acknowledges that Tenant shall stage the construction in phases, and accordingly, Landlord shall fund the Improvements Allowance to Tenant or to Tenant’s contractors (at Tenant’s option) in installments in accordance with Landlord’s reasonable draw requirements (i.e., presentation of partial (and when applicable, final) lien waivers, ten percent (10%) retainage, architect’s certifications, reasonable costs back-up documentation, etc. and an AutoCad diskette of the “as-built” plans and specifications for the New Premises following final completion of the leasehold improvements therein, all as more fully set forth in EXHIBIT C to this Eleventh Amendment). If the costs of Tenant’s improvements to the New Premises exceed the amount of the Improvements Allowance, Tenant shall pay all such excess costs. If the costs of Tenant’s improvements to the New Premises do not exceed the amount of the Improvements Allowances, Landlord shall retain any such savings as its sole property. During the construction period, Tenant’s contractors shall have access to the Building’s parking facilities, loading dock, freight elevators, electrical systems and related facilities in connection with such improvements at no additional charge to Tenant (other than for parking spaces utilized by Tenant’s contractors), and scheduling such facilities in advance with Landlord (i.e., subject to availability of such facilities). Tenant must utilize the Improvements Allowance on or prior to December 31, 2008 or Tenant’s right to utilize any remaining portion of the Improvements Allowance shall terminate in all respects. Landlord will conduct and provide Tenant (at Landlord’s cost separate from the Improvements Allowance) a copy of an asbestos survey with respect to the New Premises promptly following the mutual execution of this Eleventh Amendmentthereof.

Improvements Allowance. Commencing on the Second Expansion Premises Commencement Date, Landlord hereby agrees shall make available to provide Tenant an a tenant improvement allowance in the amount of up to $38.55 5.00 per rentable square foot of net rentable area within the New Premises (i.e.Premises, or $2,587,775.20) 269,900 (the “Improvements Allowance”) for the design and construction of leasehold fixed and permanent improvements desired by and performed by Tenant in the New PremisesPremises (the “Premises Improvements”). Tenant Except as otherwise provided in this Section 8, the Improvements Allowance shall contract directly be available only for the design and construction of such improvements Premises Improvements in the Premises. Tenant acknowledges that upon the expiration of the Term of the Lease, the Premises Improvements shall become the property of Landlord and shall engage a third-party construction manager; accordingly, Landlord shall may not impose any construction management fee or plan review fee in connection with such improvementsbe removed by Tenant. The Improvements Allowance may be applied to any costs directly related Notwithstanding anything to the design and construction of leasehold improvements contrary contained herein, except as otherwise provided in the New Premises includingSection 10 below, without limitation, architectural and engineering fees, costs of construction and installation of improvements in the New Premises, relocation and installation of telecommunications and computer cabling and equipment, moving expenses, etc. Landlord acknowledges that Tenant shall stage the construction in phases, and accordingly, Landlord shall fund the Improvements Allowance shall not be used to Tenant purchase any furniture, personal property or to other non-Building system materials or equipment, including, but not limited to, Tenant’s contractors (at Tenant’s option) in installments in accordance with Landlord’s reasonable draw requirements (i.e.voice or data cabling, presentation of partial (non-ducted biological safety cabinets and when applicable, final) lien waivers, ten percent (10%) retainage, architect’s certifications, reasonable costs back-up documentation, etcother scientific equipment not incorporated into the Premises. and an AutoCad diskette of the “as-built” plans and specifications Except for the New Premises following final completion of the leasehold improvements therein, all as more fully set forth in EXHIBIT C to this Eleventh Amendment). If the costs of Tenant’s improvements to the New Premises exceed the amount of the Improvements Allowance, Tenant shall pay be solely responsible for all such excess costs. If of the costs of the Premises Improvements. The Premises Improvements shall be treated as Alterations and shall be undertaken pursuant to Section 12 of the Lease. The contractor for the Premises Improvements shall be selected by Tenant, subject to Landlord’s approval, which approval shall not be unreasonably withheld, conditioned or delayed. Prior to the commencement of the Premises Improvements, Tenant shall deliver to Landlord a copy of any contract with Tenant’s improvements general contractor, and certificates of insurance from any contractor performing any part of the Premises Improvements evidencing industry standard commercial general liability, automotive liability, “builder’s risk”, and workers’ compensation insurance. Tenant shall cause the general contractor to provide a certificate of insurance naming Landlord, Alexandria Real Estate Equities, Inc., and Landlord’s lender (if any) as additional insureds for the general contractor’s liability coverages required above. During the course of design and construction of the Premises Improvements, Landlord shall reimburse Tenant for the cost of the Premises Improvements once a month against a draw request in Landlord’s standard form, containing evidence of payment of the applicable costs and such certifications, lien waivers (including a conditional lien release for each progress payment and unconditional lien releases for the prior month’s progress payments), inspection reports and other matters as Landlord customarily obtains, to the New extent of Landlord’s approval thereof for payment, no later than 30 days following receipt of such draw request. Upon completion of the Premises do not exceed Improvements (and prior to any final disbursement of the amount remaining Improvements Allowance) Tenant shall deliver to Landlord the following items: (i) sworn statements setting forth the names of all contractors and subcontractors who did work on the Premises Improvements and final lien waivers from all such contractors and subcontractors; and (ii) ”as built” plans for the Premises Improvements. Notwithstanding the foregoing, if the cost of the Premises Improvements exceeds the Improvements Allowance, Tenant shall be required to pay such excess in full prior to Landlord having any obligation to fund any of the Improvements Allowances, Landlord Allowance. The Improvements Allowance shall retain any such savings as its sole property. During only be available for use by Tenant for the construction period, Tenant’s contractors shall have access to of the Building’s parking facilities, loading dock, freight elevators, electrical systems and related facilities Premises Improvements in connection with such improvements at no additional charge to Tenant (other than for parking spaces utilized by Tenant’s contractors)the Premises until the date that is 12 months after the Second Expansion Premises Commencement Date, and scheduling such facilities in advance with Landlord (i.e., subject to availability of such facilities). Tenant must utilize the Improvements Allowance on or prior to December 31, 2008 or Tenant’s right to utilize any remaining portion of the Improvements Allowance which has not been requested by Tenant in accordance with this Section 8 on or before the date that is 12 months after the Second Expansion Premises Commencement Date shall terminate in all respects. Landlord will conduct be forfeited and provide Tenant (at Landlord’s cost separate from the Improvements Allowance) a copy of an asbestos survey with respect to the New Premises promptly following the mutual execution of this Eleventh Amendmentshall no longer be available for use by Tenant.

Improvements Allowance. Landlord hereby agrees to Sublandlord shall provide Tenant an allowance for the planning and construction of the Tenant Improvements in the amount of Three Million Four Hundred Seventy-One Thousand Eight Hundred Fifty Dollars ($38.55 per square foot of net rentable area within the New Premises (i.e., $2,587,775.203,471,850.00) (the “"Improvements Allowance”) for the design and construction of leasehold improvements in the New Premises. Tenant shall contract directly for the design and construction of such improvements and shall engage a third-party construction manager; accordingly, Landlord shall not impose any construction management fee or plan review fee in connection with such improvements"). The Improvements Allowance may shall be applied to any costs directly related the maximum contribution by Sublandlord for the Tenant Improvements Cost, as defined in Paragraph 12. In addition, Sublandlord shall pay for one-half the cost of the roof screen for each Building. If the Tenant Improvements Cost as specified in the Construction Contract exceeds the Improvements Allowance, Subtenant shall pay the amount by which the Tenant Improvements Cost exceeds the Improvements Allowance. Upon written request of Subtenant (not more frequently than twice each month), Sublandlord shall pay all or, if the Tenant Improvements Cost exceeds the Improvement Allowance, a portion of each request equal to the design amount of the request times a fraction, the numerator of which is the Improvements Allowance and construction the denominator of leasehold improvements in which is the New Premises includingTenant Improvements Cost, without limitation, architectural and engineering fees, costs of construction and installation of improvements in the New Premises, relocation and installation of telecommunications and computer cabling and equipment, moving expenses, etc. Landlord acknowledges that Tenant shall stage the construction in phases, and accordingly, Landlord shall fund from the Improvements Allowance to Tenant or Subtenant, within thirty (30) days after receipt of (a) invoices, (b) evidence satisfactory to Tenant’s contractors Landlord and Sublandlord that the work covered by such invoices has been completed in a satisfactory manner, (at Tenant’s optionc) in installments in accordance with Landlord’s reasonable draw requirements all necessary lien waivers and sworn affidavits, (i.e., presentation of partial (and when applicable, finald) lien waivers, ten percent (10%) retainage, architect’s certifications, reasonable costs back-up documentation, etc. and an AutoCad diskette marked reproducible copies of the “asoriginally approved Plans showing all substantial changes made in constructing the Tenant Improvements during such period from the Construction Drawings as originally approved, (e) all close-built” plans and specifications for the New Premises following final completion of the leasehold improvements therein, all as more fully out documentation set forth in EXHIBIT C any "Policies, Rules and Procedures for Construction Projects" delivered by Landlord to this Eleventh Amendment)Subtenant prior to the commencement of the Work, and (f) such other documentation as Landlord and Sublandlord may reasonably require under the circumstances. If Subtenant shall deliver reproducible as-built Plans to Landlord and Sublandlord at the conclusion of Tenant Improvements. The Improvements Allowance shall not be used for payment of any costs of Tenant’s improvements procuring, constructing or installing in the Premises any of Subtenant's personal property, including furnishings, fixtures, and equipment. Sublandlord and Subtenant shall reconcile the Tenant Improvements Cost with the disbursements from the Improvements Allowance from time to time such that Sublandlord funds to Subtenant the New Premises exceed the amount of the full Improvements Allowance, Tenant shall pay all such excess costs. If the costs of Tenant’s improvements to the New Premises do not exceed the amount of the Improvements Allowances, Landlord shall retain any such savings as its sole property. During the construction period, Tenant’s contractors shall have access to the Building’s parking facilities, loading dock, freight elevators, electrical systems and related facilities in connection with such improvements at but no additional charge to Tenant (other than for parking spaces utilized by Tenant’s contractors), and scheduling such facilities in advance with Landlord (i.e., subject to availability of such facilities). Tenant must utilize the Improvements Allowance on or prior to December 31, 2008 or Tenant’s right to utilize any remaining portion of the Improvements Allowance shall terminate in all respects. Landlord will conduct and provide Tenant (at Landlord’s cost separate from the Improvements Allowance) a copy of an asbestos survey with respect to the New Premises promptly following the mutual execution of this Eleventh Amendmentmore.

Improvements Allowance. The actual costs of design, permitting and construction of Tenant’s Work shall be referred to hereinafter as the “Leasehold Improvements Costs”. Landlord hereby agrees to provide grant to Tenant an allowance in an amount equal to the product of (a) Seven and 50/100 Dollars ($7.50) and (b) the number of rentable square feet of the Premises (the “Improvement Allowance”), to be applied toward the Leasehold Improvements Costs. Tenant may draw funds from the Improvement Allowance in three (3) equal installments upon the execution of this Lease, June 1, 2003 and January 31, 2004, to pay architectural, engineering, and construction costs incurred by Tenant with respect to leasehold improvements in and to the Premises. Tenant shall furnish a written requisition, in order to obtain release of any portion of the Improvement Allowance, which requisition shall be accompanied by appropriate invoices and lien releases and other documentation reasonably requested by Landlord, from the architect, engineer, general contractor, all subcontractors, and all suppliers of materials, as applicable, for whom payment is sought in said requisition. To the extent that Tenant’s employees perform the Tenant’s Work, Tenant may be reimbursed for the reasonable costs of such work up to a maximum of $10,000 of the Improvement Allowance; provided that, Landlord is able to, and does, verify that such work has been completed. Landlord shall pay to Tenant the amount of $38.55 per square foot of net rentable area within the New Premises (i.e., $2,587,775.20such requisition(s) (up to the “Improvements amount of the Improvement Allowance”) for within thirty (30) days of receipt and approval of Tenant’s written requisition. Tenant’s requisitions shall be accompanied by final lien waivers from the contractor, and all subcontractors and suppliers of materials, and shall include a copy of Certificate of Occupancy if required relative to such Tenant’s Work. Tenant acknowledges that the Improvement Allowance (or portions thereof) may be financed by Landlord, and Tenant shall comply with the reasonable requirements imposed by Landlord’s lender in connection with the design and construction of leasehold improvements in the New Premises. Tenant shall contract directly for the design and construction of such improvements and shall engage a third-party construction manager; accordingly, Landlord shall not impose any construction management fee or plan review fee in connection with such improvements. The Improvements Allowance may be applied to any costs directly related to the design and construction of leasehold improvements in the New Premises including, without limitation, architectural and engineering fees, costs of construction and installation of improvements in the New Premises, relocation and installation of telecommunications and computer cabling and equipment, moving expenses, etc. Landlord acknowledges that Tenant shall stage the construction in phasesof, and accordinglypayment for, Landlord shall fund the Improvements Allowance to Tenant or to Tenant’s contractors (at Tenant’s option) in installments in accordance with Landlord’s reasonable draw requirements (i.e., presentation of partial (and when applicable, final) lien waivers, ten percent (10%) retainage, architect’s certifications, reasonable costs back-up documentation, etc. and an AutoCad diskette of the “as-built” plans and specifications for the New Premises following final completion of the leasehold improvements therein, all as more fully set forth in EXHIBIT C to this Eleventh Amendment). If the costs of Tenant’s improvements to the New Premises exceed Premises; provided that, if the amount of the Improvements Allowance, Tenant Improvement Allowance is financed by Landlord such financing shall pay all such excess costs. If the not result in any additional costs of to Tenant’s improvements to the New Premises do not exceed the amount of the Improvements Allowances, Landlord shall retain any such savings as its sole property. During the construction period, Tenant’s contractors shall have access to the Building’s parking facilities, loading dock, freight elevators, electrical systems and related facilities in connection with such improvements at no additional charge to Tenant (other than for parking spaces utilized by Tenant’s contractors), and scheduling such facilities in advance with Landlord (i.e., subject to availability of such facilities). Tenant must utilize the Improvements Allowance on or prior to December 31, 2008 or Tenant’s right to utilize any remaining portion of the Improvements Allowance shall terminate in all respects. Landlord will conduct and provide Tenant (at Landlord’s cost separate from the Improvements Allowance) a copy of an asbestos survey with respect to the New Premises promptly following the mutual execution of this Eleventh Amendment.

Improvements Allowance. The Initial Improvements (as well as installation of Tenant’s own trade fixtures, equipment, and furniture) are to be constructed at Tenant’s expense. Landlord hereby agrees has agreed to provide Tenant with an improvement allowance in the amount of up to $38.55 per square foot of net rentable area within the New Premises (i.e., $2,587,775.20) 250,710.00 (the “Improvements Allowance”) ), to be applied toward the cost of the Initial Improvements. Up to $83,750.00 of the Improvements Allowance may be used by Tenant for the design moving, cabling costs, and construction of leasehold improvements in furniture costs related to the New Premises. Tenant shall contract directly may submit requests for the design and construction disbursements of such improvements and shall engage a third-party construction manager; accordingly, Landlord shall not impose any construction management fee or plan review fee in connection with such improvements. The Improvements Allowance may be applied to any costs directly related to the design and construction of leasehold improvements in the New Premises including, without limitation, architectural and engineering fees, costs of construction and installation of improvements in the New Premises, relocation and installation of telecommunications and computer cabling and equipment, moving expenses, etc. Landlord acknowledges that Tenant shall stage the construction in phases, and accordingly, Landlord shall fund the Improvements Allowance not more than monthly. To draw on the Improvements Allowance, Tenant must submit to Landlord a written notice requesting disbursement, together with (i) invoices for all costs included in the request for disbursement; (ii) proof that such costs have been paid, including appropriate lien waivers in a form acceptable to Landlord; and (iii) such other documentation as Landlord may reasonably request. Landlord shall make disbursements from the requested portion of the Improvements Allowance within sixty (60) days following Landlord’s receipt of a proper request for disbursement and Landlord may make such disbursements to Tenant or pay directly to Tenant’s contractors (at contractors, as agreed to by Landlord and Tenant’s option) in installments in accordance with Landlord’s reasonable draw requirements (i.e., presentation of partial (and when applicable, final) lien waivers, ten percent (10%) retainage, architect’s certifications, reasonable costs back-up documentation, etc. and an AutoCad diskette Tenant will be responsible for paying the excess of the “as-built” plans and specifications for the New Premises following final completion cost of the leasehold improvements therein, all as more fully set forth in EXHIBIT C to this Eleventh Amendment)Initial Improvements over the Improvements Allowance. If In the costs event the actual cost of Tenant’s improvements to the New Premises exceed the amount of Initial Improvements is less than the Improvements Allowance, Tenant shall pay all such excess costsnot be entitled to any additional Initial Improvements or a rebate or credit against Rent, and the unused portion of the Improvements Allowance shall remain the property of Landlord. If the costs of Tenant’s improvements Initial Improvements to the New Premises do not exceed the amount of the Improvements Allowances, Landlord shall retain any such savings as its sole property. During the construction period, Tenant’s contractors shall have access to the Building’s parking facilities, loading dock, freight elevators, electrical systems and related facilities in connection be constructed with such improvements at no additional charge to Tenant (other than for parking spaces utilized by Tenant’s contractors), and scheduling such facilities in advance with Landlord (i.e., subject to availability of such facilities). Tenant must utilize the Improvements Allowance have not been substantially completed (as defined herein) on or prior to December 31, 2008 or Tenant2021, Landlord’s right obligation to utilize any remaining portion of provide the Improvements Allowance shall terminate in and expire and Tenant shall be solely responsible for all respectscosts associated with construction of the Initial Improvements. No disbursement of any part of the Improvements Allowance by Landlord will conduct constitute acceptance of any condition of the Initial Improvements, an approval of any action taken or omission of Tenant or its contractors, subcontractors, and provide Tenant material suppliers, or waive any other rights or claims that Landlord might have at law or in equity. In the event that Landlord does not make disbursement of the Improvements Allowance within sixty (at 60) days following Landlord’s cost separate from receipt of a proper request for disbursement, Tenant shall provide a second written notice to Landlord requesting payment within ten (10) business days following Landlord’s receipt of such notice. If Landlord fails to make payment within such ten (10) business day period, Tenant may offset the Improvements Allowance) a copy of an asbestos survey with respect to the New Premises promptly following the mutual execution of this Eleventh Amendmentrequested disbursement amount against Rent.

Improvements Allowance. Landlord hereby agrees shall make available to provide Tenant an a tenant improvement allowance of up to $500,000 in the amount of $38.55 per square foot of net rentable area within the New Premises (i.e., $2,587,775.20) aggregate (the “Improvements Improvement Allowance”) for the design and construction of leasehold fixed and permanent improvements desired by and performed by Tenant and reasonably acceptable to Landlord to the Building (the “Improvements”), which Improvements shall be constructed pursuant to a scope of work acceptable to Landlord and Tenant. Landlord’s approval of such scope of work may be granted or withheld in Landlord’s sole and absolute discretion if the New PremisesImprovements affect the Building or Building Systems. Tenant The Improvement Allowance shall contract directly be available only for the design and construction of such improvements the Improvements. Tenant acknowledges that upon the expiration of the term of the Lease, the Improvements shall become the property of Landlord and may not be removed by Tenant. Except for the Improvement Allowance, Tenant shall be solely responsible for all of the costs of the Improvements. The Improvements shall be treated as Alterations and shall engage be undertaken pursuant to Section 12 of the Lease, except as otherwise expressly provided in this First Amendment. The contractor for the Improvements shall be selected by Tenant, subject to Landlord’s reasonable approval. Prior to the commencement of the Improvements, Tenant shall deliver to Landlord a third-party copy of any contract with Tenant’s contractors, and certificates of insurance from any contractor performing any part of the Improvements evidencing industry standard commercial general liability, automotive liability, “builder’s risk”, and workers’ compensation insurance. Tenant shall cause the general contractor to provide a certificate of insurance naming Landlord, Alexandria Real Estate Equities, Inc., and Landlord’s lender (if any) as additional insureds for the general contractor’s liability coverages required above. During the course of design and construction manager; accordinglyof the Improvements, Landlord shall not impose reimburse Tenant for the cost of the Improvements once a month against a draw request in Landlord’s standard form, containing evidence of payment of the applicable costs and such certifications, lien waivers (including a conditional lien release for each progress payment and unconditional lien releases for the prior month’s progress payments), inspection reports and other matters as Landlord customarily and reasonably obtains, to the extent of Landlord’s approval thereof for payment, no later than 30 days following receipt of such draw request. Upon completion of the Improvements (and prior to any construction management fee or plan review fee final disbursement of the Improvement Allowance) Tenant shall deliver to Landlord the following items: (i) sworn statements setting forth the names of all contractors and subcontractors who did work on the Improvements and final lien waivers from all such contractors and subcontractors; and (ii) “as built” plans for the Improvements, if applicable. Notwithstanding the foregoing, if the cost of the Improvements exceeds the Improvement Allowance, Tenant shall be required to pay such excess in connection with such improvementsfull prior to Landlord having any obligation to fund any remaining portion of the Improvement Allowance. The Improvements Improvement Allowance may shall only be applied to any costs directly related to available for use by Tenant for the design and construction of leasehold improvements in the New Premises including, without limitation, architectural Improvements commencing on the date of this First Amendment through the date that is one year after the date of this First Amendment (the “Outside Allowance Date”). Any portion of the Improvement Allowance which has not been properly requested by Tenant from Landlord on or before the Outside Allowance Date shall be forfeited and engineering fees, costs of construction and installation of improvements in shall not be available for use by Tenant. In addition to the New Premises, relocation and installation of telecommunications and computer cabling and equipment, moving expenses, etc. Landlord acknowledges that Tenant shall stage the construction in phases, and accordinglyImprovement Allowance, Landlord shall fund reimburse Tenant for the Improvements Allowance to Tenant or to Tenant’s contractors (at Tenant’s option) in installments in accordance with Landlord’s reasonable draw requirements (i.e., presentation of partial (and when applicable, final) lien waivers, ten percent (10%) retainage, architect’s certifications, reasonable costs back-up documentation, etc. and an AutoCad diskette incurred by Tenant to cause the door from the elevator lobby to the Premises to be in compliance with minimum ADA requirements in effect as of the date of this First Amendment (the “as-built” plans and specifications for the New Premises following final completion of the leasehold improvements therein, all as more fully set forth in EXHIBIT C to this Eleventh AmendmentCompliance Improvements”). If Tenant shall perform the costs of Tenant’s improvements to Compliance Improvements concurrent with the New Premises exceed the amount performance of the Improvements Allowance, Tenant and shall pay all such excess costs. If use materials reasonably acceptable to Landlord in the costs of Tenant’s improvements to the New Premises do not exceed the amount construction of the Improvements Allowances, Landlord shall retain any such savings as its sole property. During the construction period, Tenant’s contractors shall have access to the Building’s parking facilities, loading dock, freight elevators, electrical systems and related facilities in connection with such improvements at no additional charge to Tenant (other than for parking spaces utilized by Tenant’s contractors), and scheduling such facilities in advance with Landlord (i.e., subject to availability of such facilities). Tenant must utilize the Improvements Allowance on or prior to December 31, 2008 or Tenant’s right to utilize any remaining portion of the Improvements Allowance shall terminate in all respects. Landlord will conduct and provide Tenant (at Landlord’s cost separate from the Improvements Allowance) a copy of an asbestos survey with respect to the New Premises promptly following the mutual execution of this Eleventh AmendmentCompliance Improvements.

Improvements Allowance. (a) In order to defray all or a portion of Tenant's costs related to the construction of the Tenant Improvements for the Initial Leased Premises, including without limitation, Tenant's architectural and engineering costs, the cost of millwork, cabinetry, woodwork, graphics, and signage, the acquisition and installation costs of Tenant's customized fixtures, the costs of Tenant's computer and telephone equipment and cabling, furniture, equipment, and sales tax on the Tenant Improvements, and the costs incurred by Tenant in moving to the Initial Leased Premises Landlord hereby agrees will pay (subject to provide the terms hereinafter set forth and provided an uncured Event of Default is not then in existence) to, or on behalf of, Tenant an allowance in amount (the amount "Improvements Allowance") not to exceed the sum of $38.55 34.00 per square foot of net rentable area within Net Rentable Area of the New Initial Leased Premises; provided, however, of such Improvements Allowance, a sum equal to at least $29.00 per square foot of Net Rentable Area of the Initial Leased Premises (i.e., $2,587,775.20including any Designated Floors) (the “Improvements Allowance”) for the design and construction of leasehold improvements in the New Premises. Tenant shall contract directly for the design and construction of such improvements and shall engage a third-party construction manager; accordingly, Landlord shall not impose any construction management fee or plan review fee in connection with such improvements. The Improvements Allowance may must be applied to the costs of constructing the Tenant Improvements, and the amount, if any, in excess of $29.00 per square foot of Net Rentable Area of the Initial Leased Premises (including any costs directly related Designated Floors), to the design extent not used for the costs of constructing the Tenant Improvements, shall be disbursed by Landlord to Tenant and such excess amount may be used by Tenant for any purpose Tenant chooses relating to the installation of Tenant Improvements and Tenant's move to the Initial Leased Premises, including but not limited to, the construction or refurbishment of leasehold improvements in the New Premises includingTenant Improvements, without limitationcomputer facilities, furniture, fixtures or equipment, architectural and engineering fees, costs of construction and installation of improvements in the New Premises, relocation and installation of telecommunications and computer cabling and equipment, physical moving expenses, etc. Landlord acknowledges that Tenant shall stage the construction in phasescosts, and accordinglyunreimbursed holdover premiums. The Improvements Allowance shall be disbursed as provided below. As the Tenant Contractor (as defined in Exhibit D-1) performs construction of the Tenant Improvements and is entitled to payment (each such payment, a "Contractor Payment") under the Construction Contract (as defined in Exhibit D-1) attributable to the Tenant Improvements only, Landlord shall fund be obligated to pay the Tenant Contractor one hundred percent (100%) of each Contractor Payment until such time as Landlord has disbursed the total amount of the Improvement Allowance (less any portion of such Improvements Allowance applied, or estimated by Landlord and Tenant to be applied, toward costs under Sections 3.3, 3.5, 3.6, 5.1, 5.2 and Exhibit C-1) ("Landlord Payment"), at which time Landlord shall not be obligated to pay any sums to the Tenant Contractor and Tenant shall be obligated to pay to Landlord, in cash, five (5) days prior to the date such Contractor Payments become due, one hundred percent (100%) of all subsequent Contractor Payments and Landlord shall take such payment (the "Tenant Payment") and remit it to the Tenant Contractor. Tenant shall receive copies of, and shall have the right to audit, all requests for payment by the Tenant Contractor relating to Tenant Improvements. The Tenant Contractor shall look solely to Landlord for the Landlord Payment and Tenant shall not be liable to the Contractor therefor. Tenant shall be liable to Landlord for the Tenant Payments. After the Tenant Improvements Completion Date (defined in Section 11.4 hereof) and at such time as all Tenant Construction Costs (defined in Section 11.4 hereof) that may become due to the Tenant Contractor under the Construction Contract have been paid to Tenant Contractor (the "Contractor Date"), Landlord will furnish Tenant a final accounting of all Tenant Construction Costs. Notwithstanding anything to the contrary contained herein, no payment of the Improvements Allowance shall be paid directly to Tenant or to Tenant’s contractors (at Tenant’s option) in installments in accordance with Landlord’s reasonable draw requirements (i.e., presentation of partial (and when applicable, final) lien waivers, ten percent (10%) retainage, architect’s certifications, reasonable costs back-up documentation, etcanyone other than the Tenant Contractor prior to the Contractor Date. and an AutoCad diskette If the entire Improvements Allowance has not been disbursed as of the “as-built” plans and specifications Contractor Date, within ninety (90) days thereafter Tenant may submit invoices to Landlord requesting reimbursement for any costs to which Tenant is entitled to reimbursement under this Section 2.5 in connection with the New Premises following final completion of the leasehold improvements therein, all as more fully set forth in EXHIBIT C to this Eleventh AmendmentTenant Improvements (and/or Tenant's moving costs). If the costs entire Improvements Allowance has not been disbursed within ninety (90) days after the Contractor Date, the remaining Improvements Allowance (less any Disputed Amounts [defined below]) shall be disbursed to Tenant (excluding $29.00 per square foot of Tenant’s improvements to the New Premises exceed the amount Net Rentable Area of the Improvements AllowanceInitial Leased Premises [including any Designated Floors], Tenant shall pay all such excess costs. If which amount must be applied to the costs of Tenant’s improvements constructing the Tenant Improvements, and to the New Premises do extent not exceed so applied such amounts shall be retained by Landlord and not disbursed to Tenant) unless Tenant has provided Landlord with written notice that Tenant elects to not receive such remaining Improvements Allowance (and, in such event, for purposes of determining Project Costs, such remaining Improvements Allowance shall not be included and Tenant shall have waived its right to receive such remaining Improvements Allowance). If, at the amount of time any remaining Improvements Allowance is to be disbursed to Tenant pursuant to the Improvements Allowancespreceding sentence, Landlord shall retain has not received full and final lien waivers from the Tenant Contractor and all other contractors and suppliers which have supplied work or materials for the Tenant Improvements Work, then Landlord may withhold from such disbursement any amounts reasonably believed by Landlord to be in dispute (the "Disputed Amounts") until any such savings as its sole property. During the construction perioddisputes are finally resolved and Landlord has received full and final lien waivers from all contractors and/or suppliers involved in such disputes, Tenant’s contractors whereupon Landlord shall have access to the Building’s parking facilities, loading dock, freight elevators, electrical systems and related facilities in connection with such improvements at no additional charge pay to Tenant (other than for parking spaces utilized by Tenant’s contractors), and scheduling such facilities in advance with Landlord (i.e., subject to availability of such facilities). Tenant must utilize the Improvements Allowance on or prior to December 31, 2008 or Tenant’s right to utilize any remaining portion of the Improvements Amount so withheld and not previously disbursed to Tenant. Additionally, in the event Landlord incurs any liability or additional costs in connection with any such disputes in excess of the amount of the Improvements Allowance so withheld by Landlord, Tenant shall, within ten (10) days after receipt of Landlord's written invoice therefor, pay the amount of any such excess to Landlord. (b) Landlord shall terminate have no obligation to pay for the Tenant Improvements or any other improvements, alterations, additions or modifications to the Leased Premises, except as expressly set forth in all respectsthis Section 2.5. Landlord will conduct and provide Tenant (at Landlord’s cost separate from shall have the right to offset against the Improvements AllowanceAllowance any amounts past due Landlord under this Lease; provided, however, if a bona fide dispute exists as to whether any of such amounts are owed or payable to Landlord, Landlord shall not be permitted to offset such amounts against the Improvements Allowance until such amounts are determined to be owed or payable to Landlord (a) pursuant to Section 10.1 hereof, or (b) in any judgment entered by a copy court of an asbestos survey competent jurisdiction and to which execution has not been stayed (through appeal, bond or otherwise) and Tenant fails to make any such payment within thirty (30) days after notice therefor has been given Tenant. Notwithstanding anything to the contrary contained in this Section 2.5, in no event shall the Improvements Allowance exceed $34.00 per square foot of Net Rentable Area in the Initial Leased Premises. (c) Landlord understands and agrees that Tenant may elect not to install Tenant Improvements (on a full floor basis) in up to two (2) floors (other than floors 1 and 2) of the Initial Leased Premises; provided, however, all such floors shall be provided with the Base Building Improvements and to the extent such Base Building Improvements are not installed by Landlord, such items shall be delivered to Landlord and stored on the applicable floor. If Tenant does not want Landlord to install Tenant Improvements for 1 or 2 floors, Tenant must furnish notice of such election (together with Tenant's designation of the applicable floor(s)) to Landlord on or prior to the date three (3) Business Days after the date Landlord submits the plans for the Tenant Improvements for bid pursuant to Exhibit D-1. Each floor so designated by Tenant shall be referred to as a "Designated Floor" and if 2 floors are so designated by Tenant they shall be collectively referred to as the "Designated Floors." If Tenant fails to timely exercise such election, Tenant shall be deemed to have waived such right to not build out such floors. If Tenant timely elects not to install the Tenant Improvement on the Designated Floors as permitted above (x) Tenant shall be entitled to receive the Improvements Allowance as to the Designated Floors in accordance with Section 2.5 (which shall be included in Project Costs), and (y) notwithstanding the other provisions of this Lease, the Rental Commencement Date for any Designated Floor shall be deemed to have occurred at such time as the Rental Commencement Date occurs for the Major Portion of which such floor is a part (and such unfinished floor or floors shall not be taken into account in determining whether the Rental Commencement Date has occurred as to such Major Portion so that the condition of the unfinished floor shall not delay the occurrence of the Rental Commencement Date for the remainder of such Major Portion) and Tenant hereby waives its right to exercise its remedies under Section 1.2(d)(i), (ii) and (iii) with respect to the New Premises promptly following the mutual execution of this Eleventh Amendmentany Designated Floor.