Common use of Payment of Costs Clause in Contracts

Payment of Costs. Subject to any restrictions, conditions or limitations expressly set forth in this Workletter or in the Lease or as otherwise expressly provided by mutual written agreement of Landlord and Tenant, the cost of construction of the Tenant Improvements shall be paid or reimbursed by Landlord up to a maximum amount equal to the Tenant Improvement Allowance (as defined below), which amount is being made available by Landlord to be applied towards the Cost of Improvements for the construction of the Tenant Improvements by Tenant in the Premises, less any reduction in or charge against such amount pursuant to any applicable provisions of the Lease or of this Workletter. Tenant shall be responsible, at its sole cost and expense, for payment of the entire Cost of Improvements of the Tenant Improvements in excess of the Tenant Improvement Allowance, including (but not limited to) any costs or cost increases incurred as a result of delays (unless caused by Landlord), governmental requirements or unanticipated conditions (unless caused by Landlord), and for payment of any and all costs and expenses relating to any alterations, additions, improvements, furniture, furnishings, equipment, fixtures and personal property items which are not eligible for application of Tenant Improvement Allowance funds under the restrictions expressly set forth below in this paragraph, but Tenant shall be entitled to use or apply the entire Tenant Improvement Allowance toward the Cost of Improvements of the Tenant Improvements (subject to any applicable restrictions, conditions, limitations, reductions or charges set forth in the Lease or in this Workletter) prior to being required to expend any of Tenant’s own funds for the Tenant Improvements. Subject to the provisions of clause (iii) below and to any other applicable provisions of this Workletter, the funding of the Tenant Improvement Allowance shall be made on a monthly basis or at other convenient intervals mutually approved by Landlord and Tenant and in all other respects shall be based on such commercially reasonable disbursement conditions and procedures as Landlord, Project Manager and Landlord’s lender (if any) may reasonably prescribe (which conditions may include, without limitation, delivery of invoices and/or other evidence reasonably satisfactory to Landlord or Project Manager that Tenant has expended or incurred expenses for the design and construction of Tenant Improvements for which the Tenant Improvement Allowance is eligible to be expended or applied, and delivery of conditional or unconditional lien releases from all parties performing the applicable work). Notwithstanding the foregoing provisions, (i) under no circumstances shall the Tenant Improvement Allowance or any portion thereof be used or useable by Tenant for any moving or relocation expenses of Tenant, or for any Cost of Improvement (or any other cost or expense) associated with any moveable furniture or trade fixtures (except as specifically authorized in the Lease, if applicable, or as specifically approved in writing by Landlord, in which event Landlord shall have the right, but not the obligation, to retain such moveable furniture or trade fixtures upon expiration of the Lease), personal property or any other item or element which, under the applicable provisions of the Lease, will not become Landlord’s property and remain with the Building upon expiration or termination of the Lease (including, without limitation, Tenant’s gene-sequencing machines as described in

Payment of Costs. Subject Except as otherwise provided herein (a) the Seller shall be responsible for all fees, costs, expenses and other amounts payable to or with respect to (i) the transfer of the Servicing Rights, (ii) the delivery of the complete and accurate Mortgage Files and related documents and tapes and the expenses of curing any defects in any Mortgage Loan Documents or other documents in a Mortgage File, (iii) the transfer of the Custodial Funds as of each Servicing Transfer Date, (iv) pool insurance premiums, (v) the transfer of Servicing to the Purchaser (including, but not limited to fees charged by the Purchaser with respect to tax service contracts and flood contracts as provided in Section 5.01(f), if applicable) (vi) preparing and recording individual Assignments of Mortgage Instruments to the Investor (if required by applicable Investor guidelines), the Purchaser, or MERS, with copies of Mortgages and endorsement of Mortgage Notes in blank, as required, to the Purchaser, (vii) processing transfers of Servicing to the Purchaser with MERS, (viii) its advisors, consultants, accountants, attorneys and document custodian, (ix) the Seller’s performance of its obligations under this Agreement, (x) any pre- or post-origination audits conducted by an Investor with respect to any restrictionsMortgage Loans or Servicing Rights, conditions or limitations expressly set forth in this Workletter or in and (xi) as applicable, fees due any of Seller’s subservicers (if any), (xi) all costs associated with the Lease or transmission of notices as otherwise expressly provided by mutual written agreement of Landlord and Tenant, the cost of construction required of the Tenant Improvements shall be paid Seller by RESPA any and all other state, federal or reimbursed by Landlord up to a maximum amount equal to the Tenant Improvement Allowance local laws and regulations (as defined below)including, which amount is being made available by Landlord to be applied towards the Cost of Improvements for the construction of the Tenant Improvements by Tenant in the Premises, less any reduction in or charge against such amount pursuant to any applicable provisions of the Lease or of this Workletter. Tenant shall be responsible, at its sole cost and expense, for payment of the entire Cost of Improvements of the Tenant Improvements in excess of the Tenant Improvement Allowance, including (but not limited to, “good-bye letters”), hazard/flood carriers, PMI Companies, pool insurers, tax service companies, Investors, and Agencies; and (b) the Purchaser shall be responsible for the (i) fees, costs, expenses and other amounts payable to or with respect to its advisors, consultants, accountants, attorneys, its Document Custodian, (ii) its Document Management Vendor, (iii) any costs or cost increases incurred as a result of delays (unless caused by Landlord), governmental requirements or unanticipated conditions (unless caused by Landlord), and for payment of any and all due diligence costs and expenses relating to any alterations, additions, improvements, furniture, furnishings, equipment, fixtures and personal property items which are not eligible for application (iv) the Purchaser’s performance of Tenant Improvement Allowance funds its obligations under the restrictions expressly set forth below in this paragraph, but Tenant shall be entitled to use or apply the entire Tenant Improvement Allowance toward the Cost of Improvements of the Tenant Improvements (subject to any applicable restrictions, conditions, limitations, reductions or charges set forth in the Lease or in this Workletter) prior to being required to expend any of Tenant’s own funds for the Tenant Improvements. Subject to the provisions of clause (iii) below and to any other applicable provisions of this Workletter, the funding of the Tenant Improvement Allowance shall be made on a monthly basis or at other convenient intervals mutually approved by Landlord and Tenant and in all other respects shall be based on such commercially reasonable disbursement conditions and procedures as Landlord, Project Manager and Landlord’s lender (if any) may reasonably prescribe (which conditions may include, without limitation, delivery of invoices and/or other evidence reasonably satisfactory to Landlord or Project Manager that Tenant has expended or incurred expenses for the design and construction of Tenant Improvements for which the Tenant Improvement Allowance is eligible to be expended or applied, and delivery of conditional or unconditional lien releases from all parties performing the applicable work). Notwithstanding the foregoing provisions, (i) under no circumstances shall the Tenant Improvement Allowance or any portion thereof be used or useable by Tenant for any moving or relocation expenses of Tenant, or for any Cost of Improvement (or any other cost or expense) associated with any moveable furniture or trade fixtures (except as specifically authorized in the Lease, if applicable, or as specifically approved in writing by Landlord, in which event Landlord shall have the right, but not the obligation, to retain such moveable furniture or trade fixtures upon expiration of the Lease), personal property or any other item or element which, under the applicable provisions of the Lease, will not become Landlord’s property and remain with the Building upon expiration or termination of the Lease (including, without limitation, Tenant’s gene-sequencing machines as described inAgreement.

Payment of Costs. Subject to any restrictions, conditions or limitations (a) Except as otherwise expressly set forth provided in this Workletter or Workletter, in the Lease or as otherwise expressly provided by mutual written agreement of Landlord and Tenant, the cost of construction of the Tenant Improvements shall be paid or reimbursed by Landlord up to a maximum amount contribution by Landlord equal to the Tenant Improvement Allowance Ten Dollars (as defined below)$10.00) per square foot, which amount is being made available by Landlord equivalent to be applied towards an aggregate allowance of up to Four Hundred Fifty-Seven Thousand Nine Hundred Forty and No/100 Dollars ($457,940.00) toward the Cost of Improvements for the construction of the such Tenant Improvements by (the “Tenant in the PremisesImprovement Allowance”), less any reduction in or charge against such amount sums pursuant to any applicable provisions of the Lease or of this Workletter. Except as otherwise expressly provided in this Workletter or in the Lease, Tenant shall be responsible, at its sole cost and expense, for payment of the entire Cost of Improvements of the Tenant Improvements in the Premises in excess of the Tenant Improvement AllowanceAllowance or such portion thereof as Tenant elects to use (if any such excess occurs), including (but not limited to) any costs or cost increases incurred as a result of delays (unless caused by Landlord)unavoidable delays, governmental requirements or unanticipated conditions (unless caused by Landlord), and for payment of any and all costs and expenses relating to any alterations, additions, improvements, furniture, furnishings, equipment, fixtures and personal property items which are not eligible for application of Tenant Improvement Allowance funds under the restrictions expressly set forth below in this paragraphconditions, but Tenant shall be entitled to use or apply utilize the entire Tenant Improvement Allowance toward the Cost of Improvements of (or so much thereof as Tenant elects to use) for the Tenant Improvements (subject to any applicable restrictions, conditions, limitations, reductions or charges set forth in the Lease or in this Workletter) prior to being required to expend any of Tenant’s own funds on an unreimbursed basis for the Tenant Improvements. Subject Improvements (except to the extent any costs are incurred which are not eligible for payment or reimbursement out of the Tenant Improvement Allowance under the express provisions of clause (iii) below and to any other applicable provisions of this Worklettergoverning the Tenant Improvement Allowance, including, without limitation, the express restrictions set forth below in this paragraph). The funding of the Tenant Improvement Allowance (or so much thereof as Tenant elects to use) shall be made on a monthly basis or at other convenient intervals mutually approved by Landlord and Tenant Tenant, and in all other respects shall be based on such commercially reasonable disbursement conditions and procedures as Landlord, Project Manager and Landlord’s lender (if any) may reasonably prescribe (which conditions may include, without limitation, delivery of invoices invoices, architect’s certifications and/or other evidence reasonably satisfactory to Landlord or Project Manager that Tenant has expended or expenses have been incurred expenses for the design and construction of Tenant Improvements alterations and improvements for which the Tenant Improvement Allowance is eligible to be expended or applied, and delivery of conditional or unconditional lien releases from all parties performing the applicable work). Notwithstanding the foregoing provisions, (i) under no circumstances shall the Tenant Improvement Allowance or any portion thereof be used or useable by Tenant for any moving or relocation expenses of Tenant, or for any Cost of Improvement (or any other cost or expense) associated with any moveable furniture or furniture, trade fixtures (except as specifically authorized in the Lease, if applicable, or as specifically approved in writing by Landlord, in which event Landlord shall have the right, but not the obligation, to retain such moveable furniture or trade fixtures upon expiration of the Lease)fixtures, personal property or any other item or element which, under the applicable provisions of the Lease, will not become Landlord’s property and remain with the Building upon expiration or termination of the Lease, and (ii) any portion of the Tenant Improvement Allowance which has not been claimed or drawn by Tenant within two (2) years after the Rent Commencement Date under the Lease shall expire and shall no longer be available to Tenant thereafter. The Tenant Improvement Allowance is provided as part of the basic consideration to Tenant under the Lease and will not result in any rental adjustment or additional rent beyond the rental amounts expressly provided in Section 3.1 of the Lease. (includingb) Landlord acknowledges that Landlord’s prompt disbursement of the Tenant Improvement Allowance will be critical to achieve the timely completion of the Tenant Improvements and that Tenant would not execute the Lease but for Landlord’s commitment to fund the Tenant Improvement Allowance in accordance with the provisions of the Lease and of this Workletter. If, without limitationtherefore, Landlord fails to make any timely disbursement of the Tenant Improvement Allowance when required to do so, and such failure continues for more than five (5) business days after Tenant gives written notice to Landlord specifying such failure and demanding funding of the applicable payment(s) by Landlord, then Tenant shall have the right (in addition to any and all other rights or remedies available to Tenant under the Lease, this Workletter and applicable law) to pay out of Tenant’s gene-sequencing machines own funds any undisbursed amounts for which payment should have been made from the Tenant Improvement Allowance, in which event (i) Tenant shall thereafter be entitled to reimbursement from Landlord, within thirty (30) days after written notice from Tenant to Landlord that such payment has been made by Tenant, for the amount of all such payments by Tenant that should have been funded from the Tenant Improvement Allowance, together with interest on such disbursements by Tenant at the rate of ten percent (10%) per annum from the date of disbursement to the date of reimbursement by Landlord, and (ii) to the extent any such reimbursement owed by Landlord to Tenant pursuant to the foregoing provisions remains unpaid more than thirty (30) days after Tenant’s written notice to Landlord pursuant to clause (i) above, Tenant shall be entitled to deduct the aggregate unpaid reimbursement amount, together with interest thereon as described inprovided in clause (i) above, from payments of minimum rental, Operating Expenses and other amounts thereafter becoming due from Tenant under the Lease and this Workletter.

Payment of Costs. Subject to any restrictions, conditions or limitations expressly set forth in this Workletter or in the Lease or as otherwise expressly provided by mutual written agreement of Landlord and Tenant, the cost of construction of the Tenant Improvements shall be paid or reimbursed by Landlord up to a maximum amount equal to the Tenant Improvement Allowance (as defined below) or the Expansion TI Allowance (as defined below), as applicable, which amount is amounts are being made available by Landlord to be applied towards the Cost of Improvements for the construction of the Tenant Improvements by Tenant in the Premises (including the Expansion Premises, if applicable), less any reduction in or charge against such amount pursuant to any applicable provisions of the Lease or of this Workletter. Tenant shall be responsible, at its sole cost and expense, for payment of the entire Cost of Improvements of the Tenant Improvements in excess of the Tenant Improvement Allowance or the Expansion TI Allowance, as applicable, including (but not limited to) any costs or cost increases incurred as a result of delays (unless caused by Landlord), governmental requirements or unanticipated conditions (unless caused by Landlord), and for payment of any and all costs and expenses relating to any alterations, additions, improvements, furniture, furnishings, equipment, fixtures and personal property items which are not eligible for application of Tenant Improvement Allowance and/or Expansion TI Allowance funds under the restrictions expressly set forth below in this paragraph, but Tenant shall be entitled to use or apply the entire Tenant Improvement Allowance or Expansion TI Allowance, as applicable, toward the Cost of Improvements of the applicable Tenant Improvements (subject to any applicable restrictions, conditions, limitations, reductions or charges set forth in the Lease or in this Workletter) prior to being required to expend any of Tenant’s own funds for the Tenant Improvements. Subject to the provisions of clause (iii) below and to any other applicable provisions of this Workletter, the The funding of the Tenant Improvement Allowance and the Expansion TI Allowance, as applicable, shall be made within forty (40) days after Tenant’s submission of Tenant’s respective requests therefor on a monthly basis or at other convenient intervals mutually approved by Landlord and Tenant and in all other respects shall be based on such commercially reasonable disbursement conditions and procedures as Landlord, Project Manager and Landlord’s lender (if any) may reasonably prescribe (which conditions may include, without limitation, delivery of invoices and/or other evidence reasonably satisfactory to Landlord or Project Manager that Tenant has expended or incurred expenses for the design and construction of Tenant Improvements for which the Tenant Improvement Allowance or Expansion TI Allowance, as applicable, is eligible to be expended or applied, and delivery of conditional or unconditional lien releases from all parties performing the applicable work). Notwithstanding the foregoing provisions, (i) under no circumstances shall the Tenant Improvement Allowance or Expansion TI Allowance or any portion thereof be used or useable by Tenant for any moving or relocation expenses of Tenant, or for any Cost of Improvement (or any other cost or expense) associated with any moveable furniture or furniture, trade fixtures (except as specifically authorized in the Lease, if applicable, or as specifically approved in writing by Landlord, in which event Landlord shall have the right, but not the obligation, to retain such moveable furniture or trade fixtures upon expiration of the Lease)fixtures, personal property or any other item or element which, under the applicable provisions of the Lease, will not become Landlord’s property and remain with the Building upon expiration or termination of the Lease Lease. Subject to the limitation set forth in the preceding sentence, however, the Tenant Improvement Allowance and/or Expansion TI Allowance, as applicable, may be used for architectural, engineering, project management and permit-related costs and fees. As provided in the Lease, Tenant shall have access to up to two separate tenant improvement allowances in connection with the Premises and the Expansion Premises (includingif applicable), without limitation, Tenant’s gene-sequencing machines as described infollows:

Payment of Costs. Subject If Landlord does not deliver a detailed written objection to any restrictions, conditions or limitations expressly set forth in this Workletter or in the Lease or as otherwise expressly provided by mutual written agreement of Landlord and Tenant, the cost within thirty (30) days after receipt of construction an invoice by Tenant of the Tenant Improvements shall be paid or reimbursed by Landlord up to a maximum amount equal to the Tenant Improvement Allowance (as defined belowits costs of taking action under Section 9(b)(i), above, which amount is being made available by Landlord to be applied towards the Cost of Improvements for the construction of the Tenant Improvements by Tenant in the Premises, less any reduction in or charge against such amount pursuant to any applicable provisions of the Lease or of this Workletter. Tenant shall be responsible, at its sole cost and expense, for payment of the entire Cost of Improvements of the Tenant Improvements in excess of the Tenant Improvement Allowance, including (but not limited to) any costs or cost increases incurred as a result of delays (unless caused claims should have been taken by Landlord), governmental requirements or unanticipated conditions (unless caused by Landlord), and for payment if such invoice from Tenant sets forth a reasonably particularized breakdown of any and all its costs and expenses relating to any alterationsin connection with taking such action on behalf of Landlord, additions, improvements, furniture, furnishings, equipment, fixtures and personal property items which are not eligible for application of Tenant Improvement Allowance funds under the restrictions expressly set forth below in this paragraph, but then Tenant shall be entitled to use deduct from the Monthly Basic Rental payable by Tenant under this Lease the amount set forth in such invoice. If, however, Landlord delivers to Tenant within thirty (30) days after receipt of Tenant's invoice, a written objection to the payment of such invoice, setting forth with reasonable particularity Landlord's reasons for its claim that such action did not have to be taken by Landlord pursuant to the terms of this Lease or apply that the entire charges are excessive (in which case Landlord shall pay the amount it contends would not have been excessive), then Tenant Improvement Allowance toward shall not be entitled to such deduction from the Cost of Improvements of Monthly Basic Rental, but as Tenant's sole remedy (except as set forth in Article 16, below), Tenant may proceed to institute legal proceedings against Landlord to collect the Tenant Improvements (subject to any applicable restrictions, conditions, limitations, reductions or charges amount set forth in the Lease or subject invoice. In the event Tenant prevails in this Worklettersuch legal proceedings and receives a judgment against Landlord, then Landlord shall pay such judgment to Tenant within thirty (30) prior to days of such judgment being required to expend any of Tenant’s own funds for the entered. If such judgment is not so paid, then Tenant Improvements. Subject to the provisions of clause (iii) below and to any other applicable provisions of this Workletter, the funding of the Tenant Improvement Allowance shall be made on a monthly basis or at other convenient intervals mutually approved by Landlord and Tenant and in all other respects shall be based on such commercially reasonable disbursement conditions and procedures as Landlord, Project Manager and Landlord’s lender (if any) may reasonably prescribe (which conditions may include, without limitation, delivery of invoices and/or other evidence reasonably satisfactory entitled to Landlord or Project Manager that Tenant has expended or incurred expenses for the design and construction of Tenant Improvements for which the Tenant Improvement Allowance is eligible to be expended or applied, and delivery of conditional or unconditional lien releases deduct from all parties performing the applicable work). Notwithstanding the foregoing provisions, (i) under no circumstances shall the Tenant Improvement Allowance or any portion thereof be used or useable Monthly Basic Rental payable by Tenant for any moving or relocation expenses of Tenant, or for any Cost of Improvement (or any other cost or expense) associated with any moveable furniture or trade fixtures (except as specifically authorized under this Lease in the Lease, if applicable, or as specifically approved in writing by Landlord, in which event Landlord shall have amount of such judgment together with interest thereon at the right, but not Interest Rate from the obligation, to retain date Tenant advanced the funds until the date of such moveable furniture or trade fixtures upon expiration of the Lease), personal property or any other item or element which, under the applicable provisions of the Lease, will not become Landlord’s property and remain with the Building upon expiration or termination of the Lease (including, without limitation, Tenant’s gene-sequencing machines as described indeduction.

Payment of Costs. Expenses and Liabilities (other than in respect of the Other Debtor Residual Accepted Assets). (a) Subject to the Budget, the Trust Administrator shall use the Avoidance Action Trust Administrative Cash: (i) to pay reasonable costs and expenses of the Trust that are incurred in connection with the administration thereof (including any restrictionstaxes imposed on the Trust, conditions actual reasonable fees and out-of-pocket expenses incurred by Trust Professionals retained by the Trust Administrator in connection with the administration of the Avoidance Action Trust Assets and preservation of books and records); (ii) to satisfy other obligations or limitations other liabilities incurred or assumed by the Trust (or to which the Avoidance Action Trust Assets are otherwise subject) in accordance with the Plan, the Confirmation Order, or this Trust Agreement, including fees and expenses incurred and in connection with, the prosecution and resolution of the Term Loan Avoidance Action the protection, preservation and distribution of the Avoidance Action Trust Assets; and (iii) to satisfy any other obligations of the Trust expressly set forth in this Workletter or in the Lease or as otherwise expressly provided by mutual written agreement of Landlord and TenantPlan, the cost of construction Confirmation Order or this Trust Agreement to be satisfied out of the Tenant Improvements shall be paid or reimbursed by Landlord up to a maximum amount equal to Avoidance Action Trust Administrative Cash. (b) (i) If, at any time, the Tenant Improvement Allowance (as defined below), which amount Trust Administrator determines that the Avoidance Action Trust Administrative Cash is being made available by Landlord not reasonably likely to be applied towards adequate to satisfy the Cost of Improvements for the construction of the Tenant Improvements by Tenant in the Premisescurrent and projected future fees, less any reduction in or charge against such amount pursuant to any applicable provisions of the Lease or of this Workletter. Tenant shall be responsible, at its sole cost and expense, for payment of the entire Cost of Improvements of the Tenant Improvements in excess of the Tenant Improvement Allowance, including (but not limited to) any costs or cost increases incurred as a result of delays (unless caused by Landlord), governmental requirements or unanticipated conditions (unless caused by Landlord), and for payment of any and all costs and expenses relating to any alterations, additions, improvements, furniture, furnishings, equipment, fixtures and personal property items which are not eligible for application of Tenant Improvement Allowance funds under the restrictions expressly set forth below in this paragraph, but Tenant shall be entitled to use or apply the entire Tenant Improvement Allowance toward the Cost of Improvements of the Tenant Improvements (subject to any applicable restrictions, conditions, limitations, reductions or charges set forth in the Lease or in this Workletter) prior to being required to expend any of Tenant’s own funds for the Tenant Improvements. Subject to the provisions of clause (iii) below and to any other applicable provisions of this Workletter, the funding of the Tenant Improvement Allowance shall be made on a monthly basis or at other convenient intervals mutually approved by Landlord and Tenant and in all other respects shall be based on such commercially reasonable disbursement conditions and procedures as Landlord, Project Manager and Landlord’s lender (if any) may reasonably prescribe (which conditions may include, without limitation, delivery of invoices and/or other evidence reasonably satisfactory to Landlord or Project Manager that Tenant has expended or incurred expenses for the design and construction of Tenant Improvements for which the Tenant Improvement Allowance is eligible to be expended or applied, and delivery of conditional or unconditional lien releases from all parties performing the applicable work). Notwithstanding the foregoing provisions, (i) under no circumstances shall the Tenant Improvement Allowance or any portion thereof be used or useable by Tenant for any moving or relocation expenses of Tenant, or for any Cost of Improvement (or any other cost or expense) associated with any moveable furniture or trade fixtures (except as specifically authorized in the Lease, if applicable, or as specifically approved in writing by Landlord, in which event Landlord shall have the right, but not the obligation, to retain such moveable furniture or trade fixtures upon expiration of the Lease), personal property or any other item or element which, under the applicable provisions of the Lease, will not become Landlord’s property and remain with the Building upon expiration or termination of the Lease (including, without limitationlimitation any Avoidance Action Trust SEC Reporting Costs) of the Trust (other then in respect of the Other Debtor Residual Trust Assets), Tenant’s gene-sequencing machines the Trust Administrator may, with the approval of the Trust Monitor, reserve an amount, or increase the amount previously reserved, of Distributable Trust Assets to satisfy such fees, costs and expenses (the “Holdback”). If at any time, the GUC Trust Administrator determines that the Holdback is materially greater than the amount of the current and projected future fees, costs and expenses as described inaforesaid, the Trust Administrator shall, with the approval of the Trust Monitor, release from the Holdback the amount of such excess.

Payment of Costs. Subject If Landlord does not deliver a ------------------ detailed written objection to any restrictions, conditions or limitations expressly set forth in this Workletter or in the Lease or as otherwise expressly provided by mutual written agreement of Landlord and Tenant, the cost within thirty (30) days after receipt of construction an invoice by Tenant of the its costs of taking action for which Tenant Improvements shall is entitled to be paid or reimbursed by Landlord up to a maximum amount equal to the under SECTION 6.1.2.1, above, and which Tenant Improvement Allowance (as defined below), which amount is being made available by Landlord to be applied towards the Cost of Improvements for the construction of the Tenant Improvements by Tenant in the Premises, less any reduction in or charge against such amount pursuant to any applicable provisions of the Lease or of this Workletter. Tenant shall be responsible, at its sole cost and expense, for payment of the entire Cost of Improvements of the Tenant Improvements in excess of the Tenant Improvement Allowance, including (but not limited to) any costs or cost increases incurred as a result of delays (unless caused --------------- claims should have been taken by Landlord), governmental requirements or unanticipated conditions (unless caused by Landlord), and for payment if such invoice from Tenant sets forth a reasonably particularized breakdown of any and all its costs and expenses relating to any alterationsin connection with taking such action on behalf of Landlord, additionsthen, improvementsnotwithstanding the provisions of SECTION 7.1, furniture, furnishings, equipment, fixtures and personal property items which are not eligible for application of Tenant Improvement Allowance funds under the restrictions expressly set forth below in this paragraph, but Tenant shall be entitled to use or apply deduct from Rent ------------ payable by Tenant under this Lease the entire Tenant Improvement Allowance toward the Cost of Improvements of the Tenant Improvements (subject to any applicable restrictions, conditions, limitations, reductions or charges amount set forth in such invoice, provided that the total amount of such credit shall be amortized over the remaining Lease or in this WorkletterTerm, with interest on the unamortized portion of such amount accruing at the Interest Rate. If, however, Landlord delivers to Tenant within thirty (30) prior to being required to expend any days after receipt of Tenant’s own funds for the Tenant Improvements. Subject 's invoice, a written objection to the provisions payment of clause such invoice, setting forth with reasonable particularity Landlord's reasons for its claim that (i) such action did not have to be taken by Landlord pursuant to the terms of this Lease, (ii) Tenant is not entitled to reimbursement under SECTION 6.1.2.1, or (iii) below the charges are excessive (in ---------------- which case Landlord shall pay the amount it contends would not have been excessive), then Tenant shall not be entitled to such deduction from Rent (and shall repay to Landlord any other applicable provisions such amounts previously deducted), but as Tenant's sole remedy, Tenant may proceed to institute arbitration proceedings against Landlord pursuant to SECTION 19.41 of this Workletter, Lease to collect the funding of amount set forth ------------- in the subject invoice. To the extent Tenant Improvement Allowance shall be made on a monthly basis or at other convenient intervals mutually approved by Landlord and Tenant and in all other respects shall be based on such commercially reasonable disbursement conditions and procedures as Landlord, Project Manager and Landlord’s lender (if any) may reasonably prescribe (which conditions may include, without limitation, delivery of invoices and/or other evidence reasonably satisfactory to Landlord or Project Manager that Tenant has expended or incurred expenses for the design and construction of Tenant Improvements for which the Tenant Improvement Allowance is eligible to be expended or appliedappropriately deducts any sums from Rent under this SECTION 6.1.2, and delivery of conditional or unconditional lien releases from all parties performing if such sums, had the applicable work). Notwithstanding the foregoing provisions, (i) under no circumstances shall the Tenant Improvement Allowance or any portion thereof be used or useable by Tenant for any moving or relocation expenses of Tenant, or for any Cost of Improvement (or any other cost or expense) associated with any moveable furniture or trade fixtures (except as specifically authorized in the Lease, if applicable, or as specifically approved in writing same been expended ------------- by Landlord, been includable in which event Landlord shall have Operating Expenses pursuant to the right, but not terms of this Lease (the obligation, to retain such moveable furniture or trade fixtures upon expiration of the Lease"INCLUDABLE DEDUCTED SUMS"), personal property or any other item or element whichthen the amount of such Includable Deducted Sums shall be included in Operating Expenses. -20- XXXXXXX XXXXXX CENTER VENTURE, under the applicable provisions of the Lease, will not become Landlord’s property and remain with the Building upon expiration or termination of the Lease (including, without limitation, Tenant’s gene-sequencing machines as described inLLC [20th Century Industries; 6303 Owensmouth]

Payment of Costs. Subject to any restrictionsOf Landlord's TI Work (i) After the payment conditions have been met, conditions or limitations expressly set forth in this Workletter or in and the Lease or as otherwise expressly provided Hard Costs have been entirely utilized, Tenant may use the remaining portion of the Tenant's TI Allowance (i.e., $7.00 per square foot) for payment of permitted Costs, and after utilizing the entire Tenant's TI Allowance, all remaining payments for Landlord's TI Work will be paid for by mutual written agreement of Landlord and Tenants. (ii) Tenant, the cost of construction of the Tenant Improvements shall be paid or reimbursed by Landlord up to a maximum amount equal to the Tenant Improvement Allowance (as defined below)on demand, which amount is being made available by Landlord to be applied towards the Cost of Improvements will pay all Landlord's Architect's fees for the construction review of Tenant's Plans, and the Tenant Improvements inspecting and preparation of certificates in accordance with this Exhibit C such cost not to exceed $3,000. (iii) Draw requests by Tenant in the Premises, less any reduction in or charge against such amount pursuant to any applicable provisions of the Lease or of this Workletter. Tenant shall be responsiblein the form of AIA Documents G702 and G703 and must be accompanied by evidence of Tenant's prior payment for that draw if Tenant is receiving payment. In addition, a statement by Tenant's Architect verifying the percentage of work completed must accompany each draw. Final payment by Landlord will be made only upon the following additional conditions being fulfilled: (A) completion of all improvements to Landlord's satisfaction, (B) delivery to Landlord by Landlord's Architect of a true copy of its Certificate of Occupancy (or similar governmental occupancy permit), (C) Landlord's satisfaction that all bills have been paid for Landlord's TI Work, including, submission of final lien releases from the Tenant's general contractor, and any subcontractors and/or material suppliers either employed by the general contractor or Tenant, (D) any estoppel letter which may be requested by Landlord, being delivered to Landlord; (E) Tenant shall have opened the Premises for business. Tenant hereby expressly grants to Landlord an offset and deduction against Tenant's TI Allowance for all costs, payments and expenses Tenant is obligated to pay to Landlord pursuant to this Lease and which are due and owing to Landlord, at its sole cost and expense, for payment of the entire Cost of Improvements of the Tenant Improvements in excess of the Tenant Improvement Allowance, including (but not limited to) any costs or cost increases incurred as a result of delays (unless caused by Landlord), governmental requirements or unanticipated conditions (unless caused by Landlord), and for payment of any and all costs and expenses relating to any alterations, additions, improvements, furniture, furnishings, equipment, fixtures and personal property items which are not eligible for application of Tenant Improvement Allowance funds under the restrictions expressly set forth below in this paragraph, but Tenant shall be entitled to use or apply the entire Tenant Improvement Allowance toward the Cost of Improvements of the Tenant Improvements (subject to any applicable restrictions, conditions, limitations, reductions or charges set forth in the Lease or in this Workletter) prior to being required to expend any of time Tenant’s own funds for the Tenant Improvements. Subject to the provisions of clause (iii) below and to any other applicable provisions of this Workletter, the funding of the Tenant Improvement 's TI Allowance shall be made on a monthly basis or at other convenient intervals mutually approved by Landlord and Tenant and in all other respects shall be based on such commercially reasonable disbursement conditions and procedures as Landlord, Project Manager and Landlord’s lender (if any) may reasonably prescribe (which conditions may include, without limitation, delivery of invoices and/or other evidence reasonably satisfactory to Landlord or Project Manager that Tenant has expended or incurred expenses for the design and construction of Tenant Improvements for which the Tenant Improvement Allowance is eligible to be expended or applied, and delivery of conditional or unconditional lien releases from all parties performing the applicable work). Notwithstanding the foregoing provisions, (i) under no circumstances shall the Tenant Improvement Allowance or any portion thereof be used or useable by Tenant for any moving or relocation expenses of Tenant, or for any Cost of Improvement (or any other cost or expense) associated with any moveable furniture or trade fixtures (except as specifically authorized in the Lease, if applicable, or as specifically approved in writing by Landlord, in which event Landlord shall have the right, but not the obligation, to retain such moveable furniture or trade fixtures upon expiration of the Lease), personal property or any other item or element which, under the applicable provisions of the Lease, will not become Landlord’s property and remain with the Building upon expiration or termination of the Lease (including, without limitation, Tenant’s gene-sequencing machines as described indue.

Payment of Costs. Subject to any restrictions, conditions or limitations Except as otherwise expressly set forth provided in this Workletter or Workletter, in the Lease or as otherwise expressly provided by mutual written agreement of Landlord and Tenant, the cost of construction of the Tenant Improvements shall be paid or reimbursed by Landlord up to a maximum amount contribution by Landlord equal to the Tenant Improvement Allowance Thirty-Five Dollars (as defined below$35.00) per square foot, equivalent to an aggregate allowance of up to Six Hundred Forty-One Thousand Six Hundred Fifty-Five and No/100 Dollars ($641,655.00), which amount is being made available by Landlord to be applied towards toward the Cost of Improvements for the construction of the such Tenant Improvements by (the “Tenant in the PremisesImprovement Allowance”), less any reduction in or charge against such amount sums pursuant to any applicable provisions of the Lease or of this Workletter. Except as otherwise expressly provided in this Workletter or in the Lease, Tenant shall be responsible, at its sole cost and expense, for payment of the entire Cost of Improvements of the Tenant Improvements in the Premises in excess of the Tenant Improvement AllowanceAllowance or such portion thereof as Tenant elects to use (if any such excess occurs), including (but not limited to) any costs or cost increases incurred as a result of delays (unless caused by Landlord)unavoidable delays, governmental requirements or unanticipated conditions (unless caused by Landlord), and for payment of any and all costs and expenses relating to any alterations, additions, improvements, furniture, furnishings, equipment, fixtures and personal property items which are not eligible for application of Tenant Improvement Allowance funds under the restrictions expressly set forth below in this paragraphconditions, but Tenant shall be entitled to use or apply utilize the entire Tenant Improvement Allowance toward the Cost of Improvements of (or so much thereof as Tenant elects to use) for the Tenant Improvements (subject to any applicable restrictions, conditions, limitations, reductions or charges set forth in the Lease or in this Workletter) prior to being required to expend any of Tenant’s own funds on an unreimbursed basis for the Tenant Improvements. Subject Improvements (except to the extent any costs are incurred which are not eligible for payment or reimbursement out of the Tenant Improvement Allowance under the express provisions of clause (iii) below and to any other applicable provisions of this Worklettergoverning the Tenant Improvement Allowance, including, without limitation, the express restrictions set forth below in this paragraph). The funding of the Tenant Improvement Allowance (or so much thereof as Tenant elects to use) shall be made on a monthly basis or at other convenient intervals mutually approved by Landlord and Tenant Tenant, and in all other respects shall be based on such commercially reasonable disbursement conditions and procedures as Landlord, Project Manager and Landlord’s lender (if any) may reasonably prescribe (which conditions may include, without limitation, delivery of invoices invoices, architect’s certifications and/or other evidence reasonably satisfactory to Landlord or Project Manager that Tenant has expended or expenses have been incurred expenses for the design and construction of Tenant Improvements alterations and improvements for which the Tenant Improvement Allowance is eligible to be expended or applied, and delivery of conditional or unconditional lien releases from all parties performing the applicable work). All allowable reimbursements shall be paid to Tenant no later than sixty (60) days after Landlord’s receipt of all required documentation as described above. Notwithstanding the foregoing provisions, (i) under no circumstances shall the Tenant Improvement Allowance or any portion thereof be used or useable by Tenant for any moving or relocation expenses of Tenant, or for any Cost of Improvement (or any other cost or expense) associated with any moveable furniture or furniture, trade fixtures (except as specifically authorized in the Lease, if applicable, or as specifically approved in writing by Landlord, in which event Landlord shall have the right, but not the obligation, to retain such moveable furniture or trade fixtures upon expiration of the Lease)fixtures, personal property or any other item or element which, under the applicable provisions of the Lease, will not become Landlord’s property and remain with the Building upon expiration or termination of the Lease (includingthe Tenant Improvement Allowance may, without limitationhowever, Tenant’s gene-sequencing machines be applied toward all costs of hiring a licensed architect for the design of all Tenant Improvements to be constructed by Tenant pursuant to this Workletter and for the cost of all permits and inspections required by any governmental authority in connection with the construction of such Tenant Improvements), and (ii) any portion of the Tenant Improvement Allowance which has not been claimed or drawn by Tenant as described inof February 28, 2009 shall expire and shall no longer be available to Tenant thereafter. The Tenant Improvement Allowance is provided as part of the basic consideration to Tenant under the Lease and will not result in any rental adjustment or additional rent beyond the rental amounts expressly provided in Section 3.1 of the Lease.

Payment of Costs. Subject to any restrictions, conditions or limitations Except as otherwise expressly set forth provided in this Workletter or in the Lease or as otherwise expressly provided by mutual written agreement of Landlord and Tenant, the cost Cost of construction Improvement of the Tenant Improvements shall be paid or reimbursed by Landlord up to a maximum amount contribution by Landlord equal to Eight Million Three Hundred Thirty-One Thousand Seven Hundred Eight and no/100 Dollars ($8,331,708.00) (the “Tenant Improvement Allowance (as defined belowAllowance”), which amount is being made available by Landlord to be applied towards the Cost of Improvements for the construction of the Tenant Improvements by Tenant in the Premises, less any reduction in or charge against such amount sums pursuant to any applicable provisions of the Lease or of this Workletter. Tenant shall be responsible, at its sole cost and expense, for payment of the entire Cost of Improvements of the Tenant Improvements in the Premises in excess of the Tenant Improvement AllowanceAllowance or such portion thereof as Tenant elects to use (if any such excess occurs), including (but not limited to) any costs or cost increases incurred as a result of delays (unless caused by Landlord)unavoidable delays, governmental requirements or unanticipated conditions (unless caused by Landlord), and for payment of any and all costs and expenses relating to any alterations, additions, improvements, furniture, furnishings, equipment, fixtures and personal property items which are not eligible for application of Tenant Improvement Allowance funds under the restrictions expressly set forth below in this paragraphconditions, but Tenant shall be entitled to use or apply utilize the entire Tenant Improvement Allowance toward the Cost of Improvements of (or so much thereof as Tenant elects to use) for the Tenant Improvements (subject to any applicable restrictions, conditions, limitations, reductions or charges set forth in the Lease or in this Workletter) prior to being required to expend any of Tenant’s own funds on an unreimbursed basis for the Tenant Improvements. Subject Improvements (except to the extent any costs are incurred which are not eligible for payment or reimbursement out of the Tenant Improvement Allowance under the express provisions of clause (iii) below and to any other applicable provisions of this Worklettergoverning the Tenant Improvement Allowance, including, without limitation, the express restrictions set forth below in this paragraph). The funding of the Tenant Improvement Allowance (or so much thereof as Tenant elects to use) shall be made on a monthly basis or at other convenient intervals Intervals mutually approved by Landlord and Tenant Tenant, and in all other respects shall be based on such commercially reasonable disbursement conditions and procedures as Landlord, Project Manager and Landlord’s lender (if any) may reasonably prescribe (which conditions may include, without limitation, delivery of invoices invoices, architect’s certifications and/or other evidence reasonably satisfactory to Landlord or Project Manager that Tenant has expended or expenses have been incurred expenses for the design and construction of Tenant Improvements alterations and improvements for which the Tenant Improvement Allowance is eligible to be expended or applied, and delivery of conditional or unconditional lien releases from all parties performing the applicable work). An example of Landlord’s standard “Invoicing Instructions” is attached hereto as Schedule B-x and incorporated herein by this reference, but Landlord reserves the right to modify or supplement such instructions in a commercially reasonable manner as provided in the preceding sentence. Notwithstanding the foregoing provisions, (i) under no circumstances shall the Tenant Improvement Allowance or any portion thereof be used or useable by Tenant for any moving or relocation expenses of Tenant, or for any Cost of Improvement (or any other cost or expense) associated with any moveable furniture or furniture, trade fixtures (except as specifically authorized in the Lease, if applicable, or as specifically approved in writing by Landlord, in which event Landlord shall have the right, but not the obligation, to retain such moveable furniture or trade fixtures upon expiration of the Lease)fixtures, personal property or any other item or element which, under the applicable provisions of the Lease, will not become Landlord’s property and remain with the Building upon expiration or termination of the Lease, unless (and only to the extent) otherwise expressly agreed in writing by Landlord in its sole discretion, and (ii) any portion of the Tenant Improvement Allowance which has not been claimed or drawn by Tenant as of the date that is one year after the Rent Commencement Date shall expire and shall no longer be available to Tenant thereafter. The Tenant Improvement Allowance is provided as part of the basic consideration to Tenant under the Lease (including, without limitation, Tenant’s gene-sequencing machines as described inand will not result in any rental adjustment or additional rent beyond the rental amounts expressly provided in Section 3.1 of the Lease.

Payment of Costs. Subject to any restrictions, conditions or limitations Tenant shall pay all costs for the Tenant Improvements except as otherwise expressly set forth in this Workletter herein or elsewhere in the Lease or as otherwise expressly provided by mutual written agreement of Landlord and Tenant, the cost of construction of the Tenant Improvements shall be paid or reimbursed by Landlord up to a maximum amount equal to the Tenant Improvement Allowance (as defined below), which amount is being made available by Landlord to be applied towards the Cost of Improvements for the construction of the Tenant Improvements by Tenant in the Premises, less any reduction in or charge against such amount pursuant to any applicable provisions of the Lease or of this WorkletterLease. Tenant shall be responsible, at its sole cost and expense, for payment of have the entire Cost of Improvements of the Tenant Improvements in excess of the Tenant Improvement Allowance, including (but not limited to) any costs or cost increases incurred as a result of delays (unless caused by Landlord), governmental requirements or unanticipated conditions (unless caused by Landlord), and for payment of any and all costs and expenses relating to any alterations, additions, improvements, furniture, furnishings, equipment, fixtures and personal property items which are not eligible for application of Tenant Improvement Allowance funds under the restrictions expressly set forth below in this paragraph, but Tenant shall be entitled right to use or apply the entire Tenant Improvement Allowance toward the Cost of Improvements of the Tenant Improvements (subject to for any applicable restrictions, conditions, limitations, reductions or charges set forth in the Lease or in this Workletter) prior to being required to expend any of Tenant’s own funds for hard and soft costs associated with the Tenant Improvements. Subject to the provisions of clause (iii) below and to any other applicable provisions of this Workletter, the funding of the Tenant Improvement Allowance shall be made on a monthly basis or at other convenient intervals mutually approved by Landlord and Tenant and in all other respects shall be based on such commercially reasonable disbursement conditions and procedures as Landlord, Project Manager and Landlord’s lender (if any) may reasonably prescribe (which conditions may include, without limitation, delivery of invoices and/or other evidence reasonably satisfactory to Landlord or Project Manager that Tenant has expended or incurred expenses for the design and construction of Tenant Improvements for which the Tenant Improvement Allowance is eligible to be expended or applied, and delivery of conditional or unconditional lien releases from all parties performing the applicable work). Notwithstanding the foregoing provisions, (i) under no circumstances shall the Tenant Improvement Allowance or any portion thereof be used or useable by Tenant for any moving or relocation expenses of Tenant, or for any Cost of Improvement (or any other cost or expense) associated with any moveable furniture or trade fixtures (except as specifically authorized in the Lease, if applicable, or as specifically approved in writing by Landlord, in which event Landlord shall have the right, but not the obligation, to retain such moveable furniture or trade fixtures upon expiration of the Lease), personal property or any other item or element which, under the applicable provisions of the Lease, will not become Landlord’s property and remain with the Building upon expiration or termination of the Lease (including, without limitation, for space planning and construction documents, architectural, engineering and project management fees, consultant fees, purchase and installation of Tenant’s gene-sequencing machines signage, telephone and data cabling and equipment, secondary HVAC equipment, signage, and construction costs, up to a maximum total of the Allowance, under the conditions set forth below, but payment or nonpayment thereof shall not relieve Tenant of its responsibility and pay for all costs thereof. The Allowance shall be apportioned seventy five percent (75%) to the Initial Premises and twenty five percent (25%) to the Expansion Premises. Further, up to ten percent (10%) of the portion of the Allowance for the Initial Premises can be applied by Tenant towards moving costs, furniture for the Initial Premises, and Rent abatement related to the Initial Premises, and up to ten percent (10%) of the portion of the Allowance for the Expansion Premises can be applied by Tenant towards moving costs, furniture for the Expansion Premises, and Rent abatement related to the Expansion Premises; provided, however, that Tenant shall not be permitted to use any portion of the Allowance for Rent abatement until the Tenant Improvements for the Initial Premises and Expansion Premises, as described inapplicable, have been completed. Landlord may charge the costs of Landlord’s reasonable review and oversight up to a total of Thirty Three Thousand Three Hundred Thirty Three and No/100s Dollars ($33,333.00) per floor of the Initial Premises and Expansion Premises (the “Landlord Oversight Fee”), which Landlord Oversight Fee shall be payable out of the Allowance at the time of the Allowance draw for each respective floor. Furthermore, except as otherwise expressly provided herein and subject to any applicable limits on the application of the Allowance as set forth herein, the Allowance may not be applied to the cost of removable trade fixtures, equipment or furniture, moving costs, acquisition of equipment, or inventory.

Payment of Costs. Subject to any restrictions, conditions or limitations Except as otherwise expressly set forth provided in this Workletter or Workletter, in the Lease or as otherwise expressly provided by mutual written agreement of Landlord and Tenant, the cost of construction of the Tenant Improvements shall be paid or reimbursed by Landlord up to a maximum amount contribution by Landlord equal to the Tenant Improvement Allowance Ten Dollars (as defined below$10.00) per square foot, equivalent to an aggregate allowance of up to Three Hundred Seventy-Two Thousand Nine Hundred Thirty and No/100 Dollars ($372,930.00), which amount is being made available by Landlord to be applied towards toward the Cost of Improvements for the construction of the such Tenant Improvements by (the “Tenant in the PremisesImprovement Allowance”), less any reduction in or charge against such amount sums pursuant to any applicable provisions of the Lease or of this Workletter. Except as otherwise expressly provided in this Workletter or in the Lease, Tenant shall be responsible, at its sole cost and expense, for payment of the entire Cost of Improvements of the Tenant Improvements in the Premises in excess of the Tenant Improvement AllowanceAllowance or such portion thereof as Tenant elects to use (if any such excess occurs), including (but not limited to) any costs or cost increases incurred as a result of delays (unless caused by Landlord)unavoidable delays, governmental requirements or unanticipated conditions (unless caused by Landlord), and for payment of any and all costs and expenses relating to any alterations, additions, improvements, furniture, furnishings, equipment, fixtures and personal property items which are not eligible for application of Tenant Improvement Allowance funds under the restrictions expressly set forth below in this paragraphconditions, but Tenant shall be entitled to use or apply utilize the entire Tenant Improvement Allowance toward the Cost of Improvements of (or so much thereof as Tenant elects to use) for the Tenant Improvements (subject to any applicable restrictions, conditions, limitations, reductions or charges set forth in the Lease or in this Workletter) prior to being required to expend any of Tenant’s own funds on an unreimbursed basis for the Tenant Improvements. Subject Improvements (except to the extent any costs are incurred which are not eligible for payment or reimbursement out of the Tenant Improvement Allowance under the express provisions of clause (iii) below and to any other applicable provisions of this Worklettergoverning the Tenant Improvement Allowance, including, without limitation, the express restrictions set forth below in this paragraph). The funding of the Tenant Improvement Allowance (or so much thereof as Tenant elects to use) shall be made on a monthly basis or at other convenient intervals mutually approved by Landlord and Tenant Tenant, and in all other respects shall be based on such commercially reasonable disbursement conditions and procedures as Landlord, Project Manager and Landlord’s lender (if any) may reasonably prescribe (which conditions may include, without limitation, delivery of invoices invoices, architect’s certifications and/or other evidence reasonably satisfactory to Landlord or Project Manager that Tenant has expended or expenses have been incurred expenses for the design and construction of Tenant Improvements alterations and improvements for which the Tenant Improvement Allowance is eligible to be expended or applied, and delivery of conditional or unconditional lien releases from all parties performing the applicable work). Notwithstanding the foregoing provisions, (i) under no circumstances shall the Tenant Improvement Allowance or any portion thereof be used or useable by Tenant for any moving or relocation expenses of Tenant, or for any Cost of Improvement (or any other cost or expense) associated with any moveable furniture or trade fixtures (except as with respect to the cubicle modifications specifically authorized listed in the Leaseclause (iv) of Paragraph 1(g) above), if applicable, or as specifically approved in writing by Landlord, in which event Landlord shall have the right, but not the obligation, to retain such moveable furniture or trade fixtures upon expiration of the Lease)fixtures, personal property or any other item or element which, under the applicable provisions of the Lease, will not become Landlord’s property and remain with the Building upon expiration or termination of the Lease, and (ii) any portion of the Tenant Improvement Allowance which has not been claimed or drawn by Tenant as of April 30, 2008 shall expire and shall no longer be available to Tenant thereafter. The Tenant Improvement Allowance is provided as part of the basic consideration to Tenant under the Lease (including, without limitation, Tenant’s gene-sequencing machines as described inand will not result in any rental adjustment or additional rent beyond the rental amounts expressly provided in Section 3.1 of the Lease.

Payment of Costs. Subject If Landlord does not deliver ----------------- a detailed written objection to any restrictions, conditions or limitations expressly set forth in this Workletter or in the Lease or as otherwise expressly provided by mutual written agreement of Landlord and Tenant, the cost within thirty (30) days after receipt of construction an invoice by Tenant of the its costs of taking action for which Tenant Improvements shall is entitled to be paid or reimbursed by Landlord up to a maximum amount equal to the under SECTION 6.1.2.1, above, and which Tenant Improvement Allowance (as defined below), which amount is being made available by Landlord to be applied towards the Cost of Improvements for the construction of the Tenant Improvements by Tenant in the Premises, less any reduction in or charge against such amount pursuant to any applicable provisions of the Lease or of this Workletter. Tenant shall be responsible, at its sole cost and expense, for payment of the entire Cost of Improvements of the Tenant Improvements in excess of the Tenant Improvement Allowance, including (but not limited to) any costs or cost increases incurred as a result of delays (unless caused --------------- claims should have been taken by Landlord), governmental requirements or unanticipated conditions (unless caused by Landlord), and for payment if such invoice from Tenant sets forth a reasonably particularized breakdown of any and all its costs and expenses relating to any alterationsin connection with taking such action on behalf of Landlord, additionsthen, improvementsnotwithstanding the provisions of SECTION 7.1, furniture, furnishings, equipment, fixtures and personal property items which are not eligible for application of Tenant Improvement Allowance funds under the restrictions expressly set forth below in this paragraph, but Tenant shall be entitled to use or apply deduct from Rent ------------ payable by Tenant under this Lease the entire Tenant Improvement Allowance toward the Cost of Improvements of the Tenant Improvements (subject to any applicable restrictions, conditions, limitations, reductions or charges amount set forth in such invoice, provided that the total amount of such credit shall be amortized over the remaining Lease or in this WorkletterTerm, with interest on the unamortized portion of such amount accruing at the Interest Rate. If, however, Landlord delivers to Tenant within thirty (30) prior to being required to expend any days after receipt of Tenant’s own funds for the Tenant Improvements. Subject 's invoice, a written objection to the provisions payment of clause such invoice, setting forth with reasonable particularity Landlord's reasons for its claim that (i) such action did not have to be taken by Landlord pursuant to the terms of this Lease, (ii) Tenant is not entitled to reimbursement under SECTION 6.1.2.1, or (iii) below the charges are excessive (in ---------------- which case Landlord shall pay the amount it contends would not have been excessive), then Tenant shall not be entitled to such deduction from Rent (and shall repay to Landlord any other applicable provisions such amounts previously deducted), but as Tenant's sole remedy, Tenant may proceed to institute arbitration proceedings against Landlord pursuant to SECTION 19.41 of this Workletter, Lease to collect the funding of amount set forth ------------- in the subject invoice. To the extent Tenant Improvement Allowance shall be made on a monthly basis or at other convenient intervals mutually approved by Landlord and Tenant and in all other respects shall be based on such commercially reasonable disbursement conditions and procedures as Landlord, Project Manager and Landlord’s lender (if any) may reasonably prescribe (which conditions may include, without limitation, delivery of invoices and/or other evidence reasonably satisfactory to Landlord or Project Manager that Tenant has expended or incurred expenses for the design and construction of Tenant Improvements for which the Tenant Improvement Allowance is eligible to be expended or appliedappropriately deducts any sums from Rent under this SECTION 6.1.2, and delivery of conditional or unconditional lien releases from all parties performing if such sums, had the applicable work). Notwithstanding the foregoing provisions, (i) under no circumstances shall the Tenant Improvement Allowance or any portion thereof be used or useable by Tenant for any moving or relocation expenses of Tenant, or for any Cost of Improvement (or any other cost or expense) associated with any moveable furniture or trade fixtures (except as specifically authorized in the Lease, if applicable, or as specifically approved in writing same been expended ------------- by Landlord, been includable in which event Landlord shall have Operating Expenses pursuant to the right, but not terms of this Lease (the obligation, to retain such moveable furniture or trade fixtures upon expiration of the Lease"INCLUDABLE DEDUCTED SUMS"), personal property or any other item or element which, under then the applicable provisions amount of the Lease, will not become Landlord’s property and remain with the Building upon expiration or termination of the Lease (including, without limitation, Tenant’s gene-sequencing machines as described insuch Includable Deducted Sums shall be included in Operating Expenses.

Payment of Costs. Subject to any restrictions, conditions or limitations (a) Except as otherwise expressly set forth provided in this Workletter or Workletter, in the Lease or as otherwise expressly provided by mutual written agreement of Landlord and Tenant, the cost of construction of the Tenant Improvements shall be paid or reimbursed by Landlord up to a maximum amount contribution by Landlord equal to the Tenant Improvement Allowance Nine Million Nine Hundred Forty-One Thousand Nine Hundred Twenty and No/100 Dollars (as defined below), which amount is being made available by Landlord to be applied towards $9,941,920.00) toward the Cost of Improvements for the construction of the such Tenant Improvements by (the “Tenant in the PremisesImprovement Allowance”), less any reduction in or charge against such amount sums pursuant to any applicable provisions of the Lease or of this Workletter. Except as otherwise expressly provided in this Workletter or in the Lease, Tenant shall be responsible, at its sole cost and expense, for payment of the entire Cost of Improvements of the Tenant Improvements in the Premises in excess of the Tenant Improvement AllowanceAllowance or such portion thereof as Tenant elects to use (if any such excess occurs), including (but not limited to) any costs or cost increases incurred as a result of delays (unless caused by Landlord)unavoidable delays, governmental requirements or unanticipated conditions (unless caused by Landlord), and for payment of any and all costs and expenses relating to any alterations, additions, improvements, furniture, furnishings, equipment, fixtures and personal property items which are not eligible for application of Tenant Improvement Allowance funds under the restrictions expressly set forth below in this paragraphconditions, but Tenant shall be entitled to use or apply utilize the entire Tenant Improvement Allowance toward the Cost of Improvements of (or so much thereof as Tenant elects to use) for the Tenant Improvements (subject to any applicable restrictions, conditions, limitations, reductions or charges set forth in the Lease or in this Workletter) prior to being required to expend any of Tenant’s own funds on an unreimbursed basis for the Tenant Improvements. Subject Improvements (except to the extent any costs are incurred which are not eligible for payment or reimbursement out of the Tenant Improvement Allowance under the express provisions of clause (iii) below and to any other applicable provisions of this Worklettergoverning the Tenant Improvement Allowance, including, without limitation, the express restrictions set forth below in this paragraph). The funding of the Tenant Improvement Allowance (or so much thereof as Tenant elects to use) shall be made on a monthly basis or at other convenient intervals mutually approved by Landlord and Tenant Tenant, and in all other respects shall be based on such commercially reasonable disbursement conditions and procedures as Landlord, Project Manager and Landlord’s lender (if any) may reasonably prescribe (which conditions may include, without limitation, delivery of invoices invoices, architect’s certifications and/or other evidence reasonably satisfactory to Landlord or Project Manager that Tenant has expended or expenses have been incurred expenses for the design and construction of Tenant Improvements alterations and improvements for which the Tenant Improvement Allowance is eligible to be expended or applied, and delivery of conditional or unconditional lien releases from all parties performing the applicable work). Notwithstanding the foregoing provisions, (i) under no circumstances shall the Tenant Improvement Allowance or any portion thereof be used or useable by Tenant for any moving or relocation expenses of Tenant, or for any Cost of Improvement (or any other cost or expense) associated with any moveable furniture or furniture, trade fixtures (except as specifically authorized in the Lease, if applicable, or as specifically approved in writing by Landlord, in which event Landlord shall have the right, but not the obligation, to retain such moveable furniture or trade fixtures upon expiration of the Lease)fixtures, personal property or any other item or element which, under the applicable provisions of the Lease, will not become Landlord’s property and remain with the Building upon expiration or termination of the Lease (includingprovided, however, that the Tenant Improvement Allowance may be used for Costs of Improvement associated with clean rooms that are portable or removable in nature [i.e., may be installed and removed without limitationany material adverse impact on the existing improvements and Building systems in the Building], but any such portable or removable clean rooms for which any portion of the Tenant Improvement Allowance is used shall be required to become Landlord’s property and remain with the Building upon expiration or termination of the Lease), and (ii) any portion of the Tenant Improvement Allowance which has not been claimed or drawn by Tenant as of the later to occur of (A) January 1, 2012 or (B) the date which is five (5) years after the Rent Commencement Date shall expire and shall no longer be available to Tenant thereafter. The Tenant Improvement Allowance is provided as part of the basic consideration to Tenant under the Lease and will not result in any rental adjustment or additional rent beyond the rental amounts expressly provided in Section 3.1 of the Lease. (b) Landlord acknowledges that Landlord’s prompt disbursement of the Tenant Improvement Allowance will be critical to achieve the timely completion of the Tenant Improvements and that Tenant would not execute the Lease but for Landlord’s commitment to fund the Tenant Improvement Allowance in accordance with the provisions of the Lease and of this Workletter. If, therefore, Landlord fails to make any timely disbursement of the Tenant Improvement Allowance when required to do so, and such failure continues for more than five (5) business days after Tenant gives written notice to Landlord specifying such failure and demanding funding of the applicable payment(s) by Landlord, then Tenant shall have the right (in addition to any and all other rights or remedies available to Tenant under the Lease, this Workletter and applicable law) to pay out of Tenant’s gene-sequencing machines own funds any undisbursed amounts for which payment should have been made from the Tenant Improvement Allowance, in which event (i) Tenant shall thereafter be entitled to reimbursement from Landlord, within thirty (30) days after written notice from Tenant to Landlord that such payment has been made by Tenant, for the amount of all such payments by Tenant that should have been funded from the Tenant Improvement Allowance, together with interest on such disbursements by Tenant at the rate of ten percent (10%) per annum from the date of disbursement to the date of reimbursement by Landlord, and (ii) to the extent any such reimbursement owed by Landlord to Tenant pursuant to the foregoing provisions remains unpaid more than thirty (30) days after Tenant’s written notice to Landlord pursuant to clause (i) above, Tenant shall be entitled to deduct the aggregate unpaid reimbursement amount, together with interest thereon as described inprovided in clause (i) above, from payments of minimum rental, Operating Expenses and other amounts thereafter becoming due from Tenant under the Lease and this Workletter.

Payment of Costs. Subject to any restrictions, conditions or limitations Tenant shall pay all costs for the Tenant Improvements except as otherwise expressly set forth in this Workletter herein or elsewhere in the Lease Lease. Tenant shall have the right to use the Allowance for any hard and soft costs associated with the Tenant Improvements, including, without limitation, for space planning and construction documents, architectural, engineering and project management fees, consultant fees, purchase and installation of Tenant’s signage, telephone and data cabling and equipment, secondary HVAC equipment, signage, and construction costs, up to a maximum total of the Allowance, under the conditions set forth below, but payment or nonpayment thereof shall not relieve Tenant of its responsibility and pay for all costs thereof. The Allowance shall be apportioned seventy five percent (75%) to the Initial Premises and twenty five percent (25%) to the Expansion Premises. Further, up to ten percent (10%) of the portion of the Allowance for the Initial Premises can be applied by Tenant towards moving costs, furniture for the Initial Premises, and Rent abatement related to the Initial Premises, and up to ten percent (10%) of the portion of the Allowance for the Expansion Premises can be applied by Tenant towards moving costs, furniture for the Expansion Premises, and Rent abatement related to the Expansion Premises; provided, however, that Tenant shall not be permitted to use any portion of the Allowance for Rent abatement until the Tenant Improvements for the Initial Premises and Expansion Premises, as applicable, have been completed. Landlord may charge the costs of Landlord’s reasonable review and oversight up to a total of Thirty Three Thousand Three Hundred Thirty Three and No/100s Dollars ($33,333.00) per floor of the Initial Premises and Expansion Premises (the “Landlord Oversight Fee”), which Landlord Oversight Fee shall be payable out of the Allowance at the time of the Allowance draw for each respective floor. Furthermore, except as otherwise expressly provided by mutual written agreement herein and subject to any applicable limits on the application of Landlord and Tenantthe Allowance as set forth herein, the Allowance may not be applied to the cost of removable trade fixtures, equipment or furniture, moving costs, acquisition of equipment, or inventory. Exhibit C – Page 6 a. Reimbursement of Allowance. Tenant and Landlord acknowledge that the cost of the Tenant Improvements may exceed the Allowance. Tenant may draw on the Allowance on a floor by floor basis, that is, Tenant may complete the below for one or more full floors of the Premises and shall be entitled to proportionate reimbursement of the Allowance based on the ratio the rentable square feet on the applicable floor for which reimbursement is sought bears to the rentable square footage of the total Premises. Within thirty (30) days after receipt from Tenant of a request for reimbursement and satisfaction of the following conditions, Landlord shall fund the requested portion of the Allowance: (i) Tenant has delivered a Certificate of Occupancy (or equivalent, such as final permit signoff) for the applicable portion of the Premises to Landlord. (ii) Tenant has performed the Tenant Improvements in accordance with the final Working Drawings, all applicable laws, codes and ordinances, and in accordance with all other applicable provisions of this Lease and this Exhibit. (iii) Tenant has furnished Landlord (i) an affidavit from Tenant listing Tenant’s Contractor and all subcontractors and suppliers with whom Tenant has contracted in connection with the Tenant Improvements, together with the cost of each contract, and (ii) an affidavit from Tenant’s Contractor listing all subcontractors and suppliers whom the general contractor has contracted with in connection with the Tenant’s Work, together with the cost of each contract. (iv) Tenant has furnished Landlord original, valid, unconditional mechanic’s lien releases from Tenant’s Contractor and all other subcontractors and suppliers who performed the Tenant Improvements or furnished supplies for or in connection therewith (including all parties listed in the affidavits referenced above) covering all of the Tenant Improvements, and such other evidence as Landlord may reasonably request to evidence that no liens can arise from such work or materials. (v) Tenant has provided an Air Test and Balance Report if required by Landlord (e.g., NEBB or industry standard). (vi) Tenant has provided to Landlord updated hardcopy as-built drawings of the Tenant Improvements as well as an updated diskette in CAD format thereof. If Landlord does not reimburse Tenant as and when set forth hereinabove, Tenant may xxxxx Rent due under the Lease until the Allowance, together with interest on the declining amount at the Default Rate, has been fully reimbursed to Tenant notwithstanding anything to the contrary in the Lease. Tenant shall be obligated to complete construction of the Tenant Improvements for the Initial Premises on or before October 1, 2017, and Tenant shall be paid or reimbursed by Landlord up obligated to a maximum amount equal to the Tenant Improvement Allowance (as defined below), which amount is being made available by Landlord to be applied towards the Cost of Improvements for the complete construction of the Tenant Improvements by for the Expansion Premises on or before the date that is fifteen (15) months after the Expansion Premises Delivery Date. If Tenant in fails to request the Premises, less any reduction in or charge against such amount pursuant to any applicable provisions portion of the Lease or Allowance allocated to the Initial Premises after satisfaction of this Workletter. the preconditions set forth above by November 1, 2017, Tenant shall be responsible, at its sole cost and expense, for payment conclusively deemed to have waived any right to receive such portion of the entire Cost of Improvements Allowance. Further, if Tenant fails to request the portion of the Tenant Improvements in excess Allowance allocated to the Expansion Premises after satisfaction of the Tenant Improvement Allowance, including (but not limited to) any costs or cost increases incurred as a result of delays (unless caused by Landlord), governmental requirements or unanticipated conditions (unless caused by Landlord), and for payment of any and all costs and expenses relating to any alterations, additions, improvements, furniture, furnishings, equipment, fixtures and personal property items which are not eligible for application of Tenant Improvement Allowance funds under the restrictions expressly preconditions set forth below in this paragraphabove by the date that is sixteen (16) months after the Expansion Premises Delivery Date, but Tenant shall be entitled conclusively deemed to use or apply the entire Tenant Improvement Allowance toward the Cost of Improvements have waived any right to receive such portion of the Tenant Improvements (subject to any applicable restrictions, conditions, limitations, reductions or charges set forth in the Lease or in this Workletter) prior to being required to expend any of Tenant’s own funds for the Tenant ImprovementsAllowance. Subject to the provisions of clause (iii) below and to any other applicable provisions of this Workletter, the funding Unused portions of the Tenant Improvement Allowance shall be made on a monthly basis or at other convenient intervals mutually approved by Landlord and Tenant and in all other respects shall be based on such commercially reasonable disbursement conditions and procedures as Landlord, Project Manager and Landlord’s lender (if any) may reasonably prescribe (which conditions may include, without limitation, delivery of invoices and/or other evidence reasonably satisfactory to Landlord or Project Manager that Tenant has expended or incurred expenses for the design and construction of Tenant Improvements for which the Tenant Improvement Allowance is eligible to be expended or applied, and delivery of conditional or unconditional lien releases from all parties performing the applicable work). Notwithstanding the foregoing provisions, (i) under no circumstances shall the Tenant Improvement Allowance or any portion thereof be used or useable by Tenant for any moving or relocation expenses of Tenant, or for any Cost of Improvement (or any other cost or expense) associated with any moveable furniture or trade fixtures (except as specifically authorized in the Lease, if applicable, or as specifically approved in writing retained by Landlord, in which event Landlord shall have the right, but not the obligation, to retain such moveable furniture or trade fixtures upon expiration of the Lease), personal property or any other item or element which, under the applicable provisions of the Lease, will not become Landlord’s property and remain with the Building upon expiration or termination of the Lease (including, without limitation, Tenant’s gene-sequencing machines as described in.