Common use of Tenant Improvement Allowance Clause in Contracts

Tenant Improvement Allowance. Commencing as of January 1, 2011, Tenant shall be entitled to use the “Tenant Improvement Allowance”, as defined in Section 2 of this Amendment, for the costs relating to the design and construction of Tenant’s improvements or which are otherwise “Tenant Improvement Allowance items,” as that term is defined in Section 2.2.1, below (collectively, the “Tenant Improvements”). In no event shall Landlord be obligated to make disbursements pursuant to this Tenant Work Letter or otherwise in connection with Tenant’s construction of the Tenant Improvements or any Tenant Improvement Allowance Items, as defined below, in a total amount which exceeds the sum of the Tenant Improvement Allowance. All Tenant Improvements for which the Tenant Improvement Allowance has been made available shall be deemed Landlord’s property under the terms of the Lease; provided, however, Landlord may, by written notice to Tenant given concurrently with Landlord’s approval of the “Final Working Drawings”, as that term is defined in Section 3.3, below, require Tenant, prior to the end of the Lease Term or promptly following any earlier termination of this Lease, at Tenant’s expense, to remove any Tenant Improvements and to repair any damage to the Premises and Building caused by such removal and return the affected portion of the Premises to a Building standard general office condition; provided, however, that Landlord shall not require Tenant to remove upon termination or expiration of this Lease, or condition its approval upon Tenant’s agreement to remove upon termination or expiration of this Lease, any Tenant Improvements constructed pursuant to this Tenant Work Letter (including, without limitation, Larc improvements) which constitute standard, non-extraordinary improvements for ordinary office, laboratory and/or Larc uses in biotech facilities. Any portion of the Tenant Improvement Allowance that is not disbursed or allocated for disbursement by December 31, 2013, shall revert to Landlord and Tenant shall have no further rights with respect thereto.

Tenant Improvement Allowance. Commencing as Landlord shall pay cost associated with the Tenant Improvements depicted on the Approved Final Plans, an amount which is the lesser of: (i) One Million Sixty Two Thousand Seven Hundred Twenty Dollars and No Cents ($1,062,720.00); or (ii) the Tenant Improvement Costs of January 1, 2011, constructing the Tenant shall be entitled to use Improvements (the “Tenant Improvement Allowance”, as defined in Section 2 of this Amendment, for ). Landlord and Tenant agree and acknowledge that the costs relating to the design and construction of Tenant’s improvements or which are otherwise “Tenant Improvement Allowance items,” as will be used only for the purpose of the work depicted in the Approved Working Drawings and that term is defined in Section 2.2.1the Tenant Improvement Allowance, below (collectivelyand all of it, shall be utilized only for the “benefit of the Premises. The Tenant Improvements”). In no event shall Landlord Improvement Allowance may only be obligated to make disbursements pursuant to this Tenant Work Letter or otherwise in connection with Tenant’s utilized for hard costs of construction of the Tenant Improvements or any Tenant Improvement Allowance Itemsand may not be used for furniture, as defined belowfixtures, in a total amount which exceeds the sum of the Tenant Improvement Allowance. All Tenant Improvements for which the Tenant Improvement Allowance has been made available shall be deemed Landlord’s property under the terms of the Lease; provided, however, Landlord may, by written notice to Tenant given concurrently with Landlord’s approval of the “Final Working Drawings”, as that term is defined in Section 3.3, below, require Tenant, prior to the end of the Lease Term or promptly following any earlier termination of this Lease, at Tenant’s expense, to remove any Tenant Improvements and to repair any damage to the Premises and Building caused by such removal and return the affected portion of the Premises to a Building standard general office condition; provided, however, that Landlord shall not require Tenant to remove upon termination or expiration of this Leaseequipment, or condition its approval upon Tenant’s agreement to remove upon termination or expiration of this Lease, any Tenant Improvements constructed pursuant to this Tenant Work Letter (including, without limitation, Larc improvements) which constitute standard, non-extraordinary improvements for ordinary office, laboratory and/or Larc uses in biotech facilitiesotherwise. Any used or unfunded portion of the Tenant Improvement Allowance that shall be retained by Landlord, and without payment to Tenant, offset, deduction or otherwise. To the extent that: (i) the bid obtained based on the Approved Working Drawings exceeds the Tenant Improvement Allowance (exclusive of the Cabling Installation); or (ii) at any time the cost of construction of the Tenant Improvements is not disbursed expected to exceed the Tenant Improvement Allowance (regardless of whether due to changes in the Approved Working Drawings, change orders, increases in costs, or allocated for disbursement by December 31, 2013, otherwise) (collectively a “Cost Overage”); then Tenant shall revert immediately deposit into a third party escrow acceptable to Landlord a sum equal to one hundred and Tenant five percent (105%) of the Cost Overage. In such event, the parties shall have no further rights with respect theretoenter into an escrow agreement substantially in the form of Exhibit L to this Lease.

Tenant Improvement Allowance. Commencing Subject to the terms of this Section 38 set forth below, there shall be paid by the Landlord as the Landlord’s contribution toward Tenant’s Initial Alterations, the sum (“Allowance”) of January $7,191,555.84, based upon a contribution of $68.04 per rentable square foot for 105,696 rentable square feet in the Initial Premises. Tenant shall submit to Landlord Tenant’s good faith estimate (“Qualified Cost Estimate”) of the Qualified Costs (hereinafter defined) to be incurred by Tenant in connection with its move to and the construction of Initial Alterations in the Premises. Installments of the Allowance shall be payable in accordance with the procedures set forth below. Installments of the Allowance, which shall in no event exceed in the aggregate the amount of the Allowance, shall be paid to Tenant (or, at Landlord’s option if Landlord reasonably determines that Tenant is not paying its contractors and such failure to pay may give rise to a lien against the Building, to the order of the contractor that performed the work set forth in the respective invoices) or, at Tenant’s option to Tenant’s contractors, with respect to Qualified Costs theretofore incurred by Tenant (and not theretofore paid to Tenant or which were Tenant’s responsibility as set forth in this Article 38) for which Tenant has submitted a requisition consisting of, (i) in the case of other than costs incurred under architectural and engineering contracts (collectively “Professional Services Contracts”) or under construction contracts, such as furniture or moving or professional fees that are contracted for by Tenant separate from construction and Professional Services Contracts, paid invoices, (ii) in the case of Professional Services Contracts, invoices, and (iii) in the case of construction costs (a) an application for payment and sworn statement of a contractor performing general contracting work in the Premises substantially in the form of AIA Document G-702 covering all work for which disbursement is to be made to a date specified therein which is part of the construction contract; (b) a certification from an AIA architect substantially in the form of the Architect’s Certificate for Payment which is located on AIA Document G702, Application and Certificate of Payment; (c) contractor’s, project managers and subcontractor’s waivers of liens which shall cover all applicable items of Qualified Costs under such construction contracts for which disbursement is being requested and any other statements and forms required for compliance with the mechanics’ lien laws of the Commonwealth of Massachusetts, together with invoices with respect to such Qualified Costs and such other supporting data as Landlord or Landlord’s Mortgagee may reasonably require; (iv) a cost breakdown for each trade or subcontractor performing the work included in Qualified Costs for which a request for disbursement under such construction contracts is being made; (v) copies of all construction contracts for the such Alterations, together with copies of all change orders, if any; and (iii) a request to disburse from Tenant containing an acknowledgement by Tenant of the work done and a good faith estimate of the cost to complete the Initial Alterations to the Premises. Upon completion of the Initial Alterations, and as part of the requisition for final disbursement of the Allowance for hard construction costs, Tenant shall furnish Landlord with: (1) general contractor and architect’s completion affidavits, 2011(2) full and final waivers of lien, (3) receipted bills covering all labor and materials expended and used, (4) as-built plans of the Alterations, and (5) the certification of Tenant’s architect to the Landlord that, based on on-site observation and the data comprising the application for disbursement, to the best of the architect’s knowledge, information and belief, the Alterations have progressed as indicated in the application, the quality of the Alterations is in accordance with the construction contract documents and the contractor is entitled to; payment of the amount certified in the application. Notwithstanding the foregoing, if the Qualified Cost Estimate exceeds the Allowance, Tenant shall be entitled to use payments with respect to any requisition in accordance with the “Tenant Improvement Allowance”, as defined terms hereof except that each individual disbursement of the Allowance by Landlord shall be in Section 2 of this Amendment, for the costs relating same ratio to the design and construction of Tenant’s improvements or which are otherwise “Tenant Improvement amount properly requisitioned as the Allowance items,” as that term is defined in Section 2.2.1, below bears to the Adjusted Qualified Cost Estimate (collectively, the “Tenant Improvements”hereinafter defined). In no event shall Landlord be obligated to make disbursements pursuant to this Tenant Work Letter or otherwise in connection with Tenant’s construction of the Tenant Improvements or any Tenant Improvement Allowance Items, as defined below, in a total amount which exceeds the sum of the Tenant Improvement Allowance. All Tenant Improvements for which the Tenant Improvement Allowance has been made available shall be deemed Landlord’s property under the terms of the Lease; provided, however, Landlord may, by written notice to Tenant given concurrently with Landlord’s approval of the “Final Working Drawings”, as that term is defined in Section 3.3, below, require Tenant, prior to the end of the Lease Term or promptly following any earlier termination of this Lease, at Tenant’s expense, to remove any Tenant Improvements and to repair any damage to the Premises and Building caused by such removal and return the affected portion of the Premises to a Building standard general office condition; provided, however, that Landlord shall not require Tenant to remove upon termination or expiration of this Lease, or condition its approval upon Tenant’s agreement to remove upon termination or expiration of this Lease, any Tenant Improvements constructed pursuant to this Tenant Work Letter (including, without limitation, Larc improvements) which constitute standard, non-extraordinary improvements for ordinary office, laboratory and/or Larc uses in biotech facilities. Any portion of the Tenant Improvement Allowance that is not disbursed or allocated for disbursement by December 31, 2013, shall revert to Landlord and Tenant shall have no further rights with respect thereto.Adjusted

Tenant Improvement Allowance. Commencing as of January 1, 2011, Tenant shall be entitled to use the “Tenant Improvement Allowance”, as defined in Section 2 of this Amendment, which amount shall include Space Planning Allowance and Construction Management Fee for the costs relating to the design design, permitting and construction of Tenant’s improvements or which are otherwise “Tenant Improvement Allowance items,” as that term is defined in Section 2.2.1, below (collectively, the “Tenant Improvements”). In no event shall Landlord be obligated to make disbursements pursuant to this Tenant Work Letter or otherwise in connection with Tenant’s construction of the Tenant Improvements or any Tenant Improvement Allowance Items, as defined below, in a total amount which exceeds to be constructed at the sum of the Tenant Improvement Allowance. All Tenant Improvements for which the Tenant Improvement Allowance has been made available shall be deemed Landlord’s property under the terms of the Lease; provided, however, Landlord may, by written notice to Tenant given concurrently with Landlord’s approval of the “Final Working Drawings”, as that term is defined in Section 3.3, below, require Tenant, prior to the end of the Lease Term or promptly following any earlier termination of this Lease, at Tenant’s expense, to remove any Tenant Improvements and to repair any damage to the Premises and Building caused by such removal and return the affected portion of the Premises to a Building standard general office conditionPremises; provided, however, that Landlord shall not require Tenant have no obligation to remove upon termination disburse all or expiration of this Lease, or condition its approval upon Tenant’s agreement to remove upon termination or expiration of this Lease, any Tenant Improvements constructed pursuant to this Tenant Work Letter (including, without limitation, Larc improvements) which constitute standard, non-extraordinary improvements for ordinary office, laboratory and/or Larc uses in biotech facilities. Any portion of the Tenant Improvement Allowance that is not disbursed or allocated to Tenant unless Tenant makes a request for disbursement by pursuant to the terms and conditions set forth below. Landlord shall have no obligation to disburse all or any portion of the Tenant Improvement Allowance if Tenant makes a request for a disbursement of the Tenant Improvement Allowance on or after December 31, 20132016. Without limiting the foregoing, the portion of the Tenant Improvement Allowance to be expended by Landlord for space planning, shall revert not exceed the Space Planning Allowance. Subject to Landlord the provisions of the Lease, the Tenant Improvement Allowance shall be used to pay for any actual, out-of-pocket costs and expenses incurred in connection with the design and engineering work performed by Tenant under Section 2.5.1(a) above and for the permitting and construction of the Tenant Improvements pursuant to the Plans and Specifications performed by Tenant pursuant to Section 2.5.1(b) above, provided that such costs and expenses are deemed Qualified Expenses. For the avoidance of doubt, no portion of the Tenant Improvement Allowance shall be used to pay for the costs and expenses of any work at the Premises not included in the Plans and Specifications, and Tenant shall have no further rights be responsible, at its sole cost and expense, for all costs and expenses incurred in connection with respect theretosuch work. Landlord shall reimburse Tenant for any actual, out-of-pocket costs and expenses which constitute Qualified Expenses paid by Tenant for the Tenant Improvements up to the amount of the Tenant Improvement Allowance. Landlord’s payment of such amount shall not be deemed Landlord’s approval or acceptance of the work furnished or materials supplied in connection with the Tenant Improvements as set forth in Tenant’s payment request. Tenant shall pay the applicable excess out of its own funds if, when and to the extent that (a) the cost of the Tenant Improvements exceeds the Tenant Improvement Allowance, or (b) the cost of space planning exceeds the Space Planning Allowance. Tenant shall not be entitled to a credit for any unused portion of the Tenant Improvement Allowance. Landlord shall be entitled to receive the Construction Management Fee from the Tenant Improvement Allowance and the Supplement Tenant Improvement Allowance, if applicable, in connection with its management of the construction of the Tenant Improvements.

Tenant Improvement Allowance. Commencing Landlord shall provide a Tenant Improvement Allowance of $250,000 to be used to fund costs associated with Tenant’s build out of the Premises, including without limitation plumbing, electrical, and HVAC, but excluding any soft costs other than architectural fees and general contractor fees. Up to $75,000 of the $250,000 can be spent on personal property items for use in the Premises, such as a modular clear room, and that may be removed from the Premises on termination of January 1the Lease, 2011subject to compliance with Section 6.12. Prior to commencement of construction of Tenant Improvements, Tenant shall be entitled provide Landlord with plans and specifications for all such Improvements, together with a construction contract (with a general contractor reasonably acceptable to use Landlord), a construction line item monthly budget and any necessary permits from the Town of Natick (the “Tenant Improvement Allowance”, as defined in Section 2 of this Amendment, for the costs relating to the design and construction of Tenant’s improvements or which are otherwise “Tenant Improvement Allowance items,” as that term is defined in Section 2.2.1, below (collectively, the “Tenant ImprovementsConstruction Documents”). In no event No work on Improvements shall commence until Landlord has approved all the Construction Documents, such approval not to be obligated to make disbursements pursuant to this Tenant Work Letter unreasonably withheld, conditioned or otherwise in connection with Tenant’s delayed. After commencement of construction of the Tenant Improvements or Improvements, Tenant shall submit to Landlord monthly a requisition for reimbursement of costs incurred for work put in place (less any Tenant Improvement Allowance Items, as defined below, in a total amount which exceeds the sum retainage of not more than 5% of the requisition) during the preceding month with detailed information as to vendor, amount and work performed. Tenant Improvement Allowanceshall also provide lien waivers from all contractors, sub-contractors and vendors. All Tenant Improvements for which the Tenant Improvement Allowance Landlord may require an inspection report by its designated agent to certify that work has been made available shall be deemed Landlord’s property under performed in compliance with the terms of the Lease; provided, however, Construction Documents. Landlord may, by written notice to Tenant given concurrently with Landlord’s approval of the “Final Working Drawings”, as that term is defined in Section 3.3, below, may also require Tenant, prior to the end of the Lease Term or promptly following any earlier termination of this Lease, a title update (at Tenant’s expense, ) to remove confirm the absence of any Tenant Improvements and liens relating to repair any damage to the Premises and Building caused work performed by such removal and return the affected portion or on behalf of the Premises to a Building standard general office condition; provided, however, that Tenant. Landlord shall not pay each monthly requisition (less any retainage) within ten (10) business days of receipt and acceptance of all the foregoing in form and substance reasonably satisfactory to Landlord. If any item exceeds the budgeted amount for that item for that month, then Landlord may require Tenant to remove upon termination or expiration of this Lease, or condition its approval upon Tenant’s agreement to remove upon termination or expiration of this Lease, any Tenant Improvements constructed pursuant to this Tenant Work Letter (including, without limitation, Larc improvements) which constitute standard, non-extraordinary improvements for ordinary office, laboratory and/or Larc uses in biotech facilities. Any portion of pay the Tenant Improvement Allowance that is not disbursed or allocated for disbursement by December 31, 2013, shall revert excess amount prior to Landlord and Tenant shall have no further rights with respect theretomaking any payment on the requisition.

Tenant Improvement Allowance. Commencing as of January 1, 2011, Tenant shall be entitled to use a one-time tenant improvement allowance (the “"Tenant Improvement Allowance”"), as defined in the amount set forth in Section 2 5 of this Amendmentthe Summary, for the costs relating to the initial design and construction of Tenant’s 's improvements or which are otherwise “Tenant Improvement Allowance items,” as that term is defined in Section 2.2.1, below permanently affixed to the Premises (collectively, the “"Tenant Improvements”"). In no event shall Landlord be obligated to make disbursements pursuant to this Tenant Work Letter or otherwise in connection with Tenant’s construction of the Tenant Improvements or any Tenant Improvement Allowance Items, as defined below, in a total amount which exceeds the sum of Tenant Improvement Allowance and "Landlord's Drawing Contribution," as that term is defined in Section 3.1, below. In the event that the Tenant Improvement AllowanceAllowance is not fully disbursed by Landlord to, or on behalf of, Tenant on or before the date which is one (1) year following the Lease Commencement Date, then such unused amounts shall revert to Landlord, and Tenant shall have no further rights with respect thereto. Any Tenant Improvements that require the use of Building risers, raceways, shafts and/or conduits, shall be subject to Landlord's reasonable rules, regulations, and restrictions, including the requirement that any cabling vendor must be selected from a list provided by Landlord, and that the amount and location of any such cabling must be approved by Landlord. All Tenant Improvements for which the Tenant Improvement Allowance has been made available shall be deemed Landlord’s 's property under the terms of the Lease; provided, however, Landlord may, by written notice to Tenant given concurrently with Landlord’s approval of the “Final Working Drawings”, as that term is defined in Section 3.3, below, require Tenant, prior to the end of the Lease Term Term, or promptly given following any earlier termination of this Lease, require Tenant, at Tenant’s 's expense, to remove any Tenant Improvements and to repair any damage to the Premises and Building caused by such removal and return the affected portion of the Premises to a Building standard general office condition; provided, however, that Landlord shall not require their condition existing prior to the installment of such Tenant to remove upon termination or expiration of this Lease, or condition its approval upon Tenant’s agreement to remove upon termination or expiration of this Lease, any Tenant Improvements constructed pursuant to this Tenant Work Letter (including, without limitation, Larc improvements) which constitute standard, non-extraordinary improvements for ordinary office, laboratory and/or Larc uses in biotech facilities. Any portion of the Tenant Improvement Allowance that is not disbursed or allocated for disbursement by December 31, 2013, shall revert to Landlord and Tenant shall have no further rights with respect theretoImprovements.

Tenant Improvement Allowance. Commencing as As of January 1the Effective Date, 2011and for a period of twelve (12) months following the first day of the first month thereafter, Tenant shall be entitled to use a tenant changes allowance (the “Tenant Improvement Changes Allowance”, as defined in Section 2 ) of this Amendment, up to TEN DOLLARS ($10.00) per useable square foot of the Premises for the costs relating to the design and construction a total maximum Tenant Changes Allowance of Five Hundred Seventy Five Thousand Four Hundred Dollars ($575,400.00) for Tenant’s improvements or which are otherwise “use in making Tenant Improvement Allowance items,” as that term is defined in Section 2.2.1, below (collectively, the “Tenant Improvements”). In no event shall Landlord be obligated to make disbursements pursuant to this Tenant Work Letter or otherwise in connection with Tenant’s construction of the Tenant Improvements or any Tenant Improvement Allowance Items, as defined below, in a total amount which exceeds the sum of the Tenant Improvement Allowance. All Tenant Improvements for which the Tenant Improvement Allowance has been made available shall be deemed Landlord’s property under the terms of the Lease; provided, however, Landlord may, by written notice to Tenant given concurrently with Landlord’s approval of the “Final Working Drawings”Changes, as that term is defined in Section 3.312 of the Lease, below, require Tenant, prior to the end Premises. Alternatively, Landlord will allow Tenant to apply up to Eight Dollars ($8.00) per useable square foot of the Premises ($460,320.00) to offset (“Rent Offset”) Monthly Basic Rent during the twelve month period commencing on the first day of the first month following the Effective Date. No later than sixty (60) days after the Effective Date, Tenant shall give Landlord written notice of its election to use either the Tenant Changes Allowance to effect Tenant Changes to the Premises or the Rent Offset to offset Monthly Basic Rent or a combination of both on a per square foot basis. For example, Tenant may elect to use $250,000 of Tenant Changes Allowance and $325,400 of Rent Offset. In the event and to the extent that Tenant elects to utilize the Tenant Changes Allowance, the provisions of Section 12 of the Lease Term or promptly following any earlier termination shall apply to all such Tenant Changes completed within the aforementioned twelve (12) month period and the provisions of this LeaseExhibit “C”, at Tenant’s expenseWork Letter Agreement, to remove any Tenant Improvements and to repair any damage shall apply to the Premises and Building caused by such removal and return the affected portion of the Premises to a Building standard general office condition; provided, however, that Landlord shall not require Tenant to remove upon termination or expiration of this Lease, or condition its approval upon Tenant’s agreement to remove upon termination or expiration of this Lease, any Tenant Improvements constructed pursuant to this Tenant Work Letter (including, without limitation, Larc improvements) which constitute standard, non-extraordinary improvements for ordinary office, laboratory and/or Larc uses in biotech facilities. Any portion disbursement of the Tenant Improvement Changes Allowance just if such Tenant Change Allowance were in fact the Tenant Improvements Allowance under Exhibit “C”. In the event and to the extent that is not disbursed Tenant fails to utilize the Tenant Changes Allowance or allocated for disbursement by December 31notify Landlord of its intent to apply the Rent Offset as provided in this Second Amendment, 2013then and in such event, shall revert the Tenant will be deemed to Landlord have elected the Rent Offset and Tenant shall have no further rights with respect theretowill be entitled to the Rent Offset described in this paragraph.

Tenant Improvement Allowance. Commencing as of January 1, 2011, Tenant shall be entitled to use receive from Landlord a one-time tenant improvement allowance (the “Tenant Improvement Allowance”) in the amount of up to, as defined but not exceeding Two Million One Hundred Seventy-Five Thousand Four Hundred Fifteen and 80/100 Dollars ($) (i.e., One Hundred Ninety-Six and 71/100 Dollars ($196.71) per rentable square foot of the Premises based on 11,059 rentable square feet in Section 2 of this Amendmentthe Premises) , to help pay for the costs relating to of the design design, permitting and construction of Tenant’s improvements or which are otherwise “Tenant Improvement Allowance items,” as that term is defined in Section 2.2.1, below permanently affixed to the Premises (collectively, the “Tenant Improvements”). In no event shall Landlord be obligated to make disbursements pursuant to this Tenant Work Letter or otherwise in connection with Tenant’s construction of the Tenant Improvements or any Tenant Improvement Allowance Items, as defined below, in a total amount which exceeds the sum of the Tenant Improvement Allowance. All Tenant Improvements for which the Tenant Improvement Allowance has been made available shall be deemed Landlord’s property under the terms of the Lease; provided, however, Landlord may, by written notice to Tenant given concurrently with Landlord’s approval of the “Final Working Drawings”, as that term is defined in Section 3.3, below, require Tenant, prior to the end of the Lease Term or promptly following any earlier termination of this Lease, at Tenant’s expense, to remove any Tenant Improvements and to repair any damage to the Premises and Building caused by such removal and return the affected portion of the Premises to a Building standard general office condition; provided, however, that Landlord shall not require Tenant be entitled to remove upon termination receive any cash payment or expiration of this Lease, credit against Rent or condition its approval upon Tenant’s agreement to remove upon termination or expiration of this Lease, otherwise for any Tenant Improvements constructed pursuant to this Tenant Work Letter (including, without limitation, Larc improvements) which constitute standard, non-extraordinary improvements for ordinary office, laboratory and/or Larc uses in biotech facilities. Any portion of the Tenant Improvement Allowance that which is not disbursed or allocated used to pay for the Tenant Improvement Allowance Items (as defined below), except that Tenant may use up to the lesser of (i) Ten Dollars ($10.00) per rentable square foot of the Premises (i.e., up to $110,590.00 based on 11,059 rentable square feet in the Premises) and (ii) an amount equal to fifteen percent (15%) of the total aggregate fair market value of the real and personal property included within the Premises (as determined by Landlord in its sole discretion), to help Tenant pay for the actual and documented costs incurred by Tenant (collectively, the “FF&E Costs”) for the purchase and installation of furniture, fixtures, equipment and cabling for use in the Premises and as a rent credit (not to exceed the Ten Dollars ($10.00) per rentable square foot of the Premises when aggregated with the FF&E Costs). Landlord shall disburse from the Tenant Improvement Allowance the portion thereof to help Tenant pay for the FF&E Costs actually incurred by Tenant within thirty (30) days after Landlord has received Tenant’s written request for disbursement together with copies of invoices from third parties evidencing the amount of such FF&E Costs to be paid by December 31Tenant, 2013but Landlord shall have no obligation to disburse any portion of the Tenant Improvement Allowance to pay for the FF&E Costs: (A) until after the Commencement Date has occurred and (B) with respect to any disbursement request made by Tenant more than one hundred eighty (180) days after the Commencement Date. Except with respect to the foregoing FF&E Costs, Tenant shall be solely responsible for the cost and installation of all data telecom wiring, and furniture, fixtures and equipment as may be required by Tenant and in no event shall the Tenant Improvement Allowance be applied to the cost of any such items. Notwithstanding any provision to the contrary contained herein, to the extent any portion of the Tenant Improvement Allowance is unused by Tenant as of the date which is one hundred eighty (180) days after the Lease Commencement Date, then the remaining balance thereof shall revert to Landlord Landlord, and Tenant shall have no further rights with respect theretoright to use such amount for any remaining improvements or alterations, nor as a Rent credit or cash allowance.

Tenant Improvement Allowance. Commencing as of January 1, 2011, Tenant shall be entitled to use a one-time tenant improvement allowance (the “Tenant Improvement Allowance”) in the amount of Two Million Eight Hundred Forty Thousand Two Hundred Fifty-Five and 00/100 Dollars ($2,840,255.00, as defined in Section 2 i.e., $55.00 per rentable square foot of this Amendment, the Premises) for the costs relating to the initial design and construction of Tenant’s improvements improvements, which are permanently affixed to the Premises or which are otherwise “Tenant Improvement Allowance itemsItems,” as that term is defined in Section 2.2.1, below (collectively, the “Tenant Improvements”). In Except with respect to the Landlord Work, in no event shall Landlord be obligated to make disbursements pursuant to this Tenant Work Letter or otherwise in connection with Tenant’s construction of the Tenant Improvements or any Tenant Improvement Allowance Items, as defined below, in a total amount which exceeds the sum of (i) the Tenant Improvement Allowance, and (ii) the “HVAC System Allowance,” as that term is defined in Section 2.2.2 of this Tenant Work Letter, below. Tenant hereby acknowledges and agrees that any unused portion of the Tenant Improvement Allowance remaining as March 31, 2015 (i.e., the New Expiration Date) shall revert to Landlord and Tenant shall have no further right thereto; provided, however, Tenant shall have the right to deliver written notice to Landlord (the “TIA Rent Credit Notice”) anytime after the substantial completion of the Tenant Improvements, informing Landlord of Tenant’s election to use any unused and unallocated portion of the Tenant Improvement Allowance, up to, but not exceeding, Four Hundred Eighty-Five Thousand and 00/100 Dollars ($485,000.00), as a credit against Minimum Rental under the Lease (the “Unused TI Rental Credit”). Upon Landlord’s receipt of a TIA Rent Credit Notice Landlord shall apply the Unused TI Rental Credit amount against, and Tenant shall not be obligated to pay, the Minimum Rental otherwise attributable to the Premises during the last month of the Term of the Lease (i.e., March, 2015), and to the extent the Unused TI Rental Credit exceeds the Minimum Rental otherwise attributable to the Premises during the last month of the Term of the Lease, then such excess amount shall be applied to Minimum Rental attributable to the immediately preceding month (i.e., February, 2015), and such application shall be repeated until the full amount of the Unused TI Rental Credit has been applied as a credit against Minimum Rental otherwise due and owing under the Lease, as amended. All Tenant Improvements for which the Tenant Improvement Allowance has been made available available, including without limitation “Tenant’s FF&E,” as that term is defined in Section 2.2.1.6, below, shall be deemed Landlord’s property under the terms of the Lease; provided, however, Landlord may, by written notice to Tenant given concurrently with Landlord’s approval of the “Final Working Drawings”, as that term is defined in Section 3.3, below, require Tenant, prior to the end of the Lease Term Term, or promptly given following any earlier termination of this Lease, at Tenant’s expense, to remove any Tenant Improvements and to repair any damage to the Premises and Building caused by such removal and return the affected portion of the Premises to a Building standard general office conditiontheir condition existing prior to the installation of such removed Tenant Improvements; providedprovided further, however, to the extent the Tenant Improvements are a natural and logical extension of the “DGA Space Plan”, as that Landlord shall term is defined in Section 3.2, below, then Tenant not require Tenant have any obligation to remove upon termination or expiration of this Lease, or condition its approval upon Tenant’s agreement to remove upon termination or expiration of this Lease, any such Tenant Improvements constructed pursuant or to this Tenant Work Letter (including, without limitation, Larc improvements) which constitute standard, non-extraordinary improvements for ordinary office, laboratory and/or Larc uses in biotech facilities. Any return the affected portion of the Premises to their condition existing prior to the installation of such Tenant Improvement Allowance that is not disbursed or allocated for disbursement by December 31, 2013, shall revert to Landlord and Tenant shall have no further rights with respect theretoImprovements.

Tenant Improvement Allowance. Commencing Subject to any restrictions, conditions or limitations expressly set forth in this Tenant Work Letter or in the Lease or as otherwise expressly provided by mutual written agreement of January 1Landlord and Tenant, 2011the cost of construction of the Tenant Improvements shall be paid or reimbursed by Landlord up to a maximum amount equal to $145 per RSF of the Premises (i.e. $5,525,805.00 (the “Tenant Improvement Allowance”), which amount is being made available by Landlord to be applied towards the Cost of Improvements for the construction of the Tenant Improvements in the Premises. 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 “Tenant Improvement Allowance”, as defined in Section 2 of this Amendment, for the costs relating to the design and construction of Tenant’s improvements or which are otherwise “entire Tenant Improvement Allowance items,” as that term is defined in Section 2.2.1, below (collectively, toward the “Tenant Improvements”). In no event shall Landlord be obligated to make disbursements pursuant to this Tenant Work Letter or otherwise in connection with Tenant’s construction Cost of Improvements of the Tenant Improvements (subject to any applicable restrictions, conditions, limitations, reductions or any Tenant Improvement Allowance Items, as defined below, charges set forth in a total amount which exceeds the sum of the Tenant Improvement Allowance. All Tenant Improvements for which the Tenant Improvement Allowance has been made available shall be deemed Landlord’s property under the terms of the Lease; provided, however, Landlord may, by written notice to Tenant given concurrently with Landlord’s approval of the “Final Working Drawings”, as that term is defined in Section 3.3, below, require Tenant, prior to the end of the Lease Term or promptly following any earlier termination of this Lease, at Tenant’s expense, to remove any Tenant Improvements and to repair any damage to the Premises and Building caused by such removal and return the affected portion of the Premises to a Building standard general office condition; provided, however, that Landlord shall not require Tenant to remove upon termination or expiration of this Lease, or condition its approval upon Tenant’s agreement to remove upon termination or expiration of this Lease, any Tenant Improvements constructed pursuant to in this Tenant Work Letter (including, without limitation, Larc improvementsLetter) which constitute standard, non-extraordinary improvements prior to being required to expend any of Tenant’s own funds for ordinary office, laboratory and/or Larc uses in biotech facilitiesthe Tenant Improvements. Any portion The funding of the Tenant Improvement Allowance that is not disbursed shall be made on a monthly basis or allocated for disbursement at other convenient intervals mutually approved by December 31, 2013, shall revert to Landlord and Tenant and in all other respects shall have be based on such commercially reasonable disbursement conditions and procedures as Landlord, Project Manager and Landlord’s lender (if any) may reasonably prescribe. Notwithstanding the foregoing provisions, under no further rights 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, 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. Notwithstanding anything to the contrary herein, the Tenant Improvements shall not include (and Landlord shall be solely responsible for and the Tenant Improvement Allowance shall not be used for) the following: (a) costs incurred due to the presence of any Hazardous Materials in the Premises, if any, but with respect theretoto removal and remediation of any such Hazardous Materials, only to the extent such removal or remediation is required by Applicable Laws enforced as of the date of this Lease for improvements in the Premises generally (as opposed to the specific Tenant Improvements) and to the extent the same required in order to allow Tenant to obtain a certificate of occupancy or its legal equivalent, for the Premises for the Permitted Use assuming a normal and customary office occupancy density; (b) costs to bring the Project into compliance with Applicable Laws to the extent required in order to allow Tenant to obtain a certificate of occupancy or its legal equivalent, for the Premises for the Permitted Use assuming a normal and customary office occupancy density; (c) construction costs in excess of the final contract amount in the contract with the General Contractor, as approved by Xxxxxx (not to be unreasonably withheld), except for increases set forth in approved change orders; and (d) wages, labor and overhead for overtime and premium time unless approved by Tenant (which approval shall not be unreasonably withheld, conditioned or delayed);.

Tenant Improvement Allowance. Commencing as Landlord agrees that it will provide to Tenant an allowance of January 1, 2011, Tenant shall be entitled to use $4,300,000 (the “Tenant Improvement Allowance” or “TIA”, as defined in Section 2 of this Amendment, ) which shall be used to pay for the costs relating to the design and construction of TenantLandlord’s improvements or which are otherwise “Tenant Improvement Allowance items,” as that term is defined in Section 2.2.1, below (collectively, the “Tenant Improvements”). In no event shall Landlord be obligated to make disbursements pursuant to this Tenant Work Letter or otherwise in connection with Tenant’s construction of the Tenant Improvements or any Tenant Improvement Allowance Items, as defined belowWork, in a total amount which exceeds accordance with the sum of Final Plans and Specs. Tenant shall have the Tenant Improvement Allowance. All Tenant Improvements for which the Tenant Improvement Allowance has been made available shall be deemed Landlord’s property under the terms of the Lease; provided, however, Landlord may, by written notice right to Tenant given concurrently with Landlord’s approval of the “Final Working Drawings”, as that term is defined in Section 3.3, below, require Tenant, prior to the end of the Lease Term or promptly following any earlier termination of this Lease, at Tenant’s expense, to remove any Tenant Improvements and to repair any damage to the Premises and Building caused by such removal and return the affected portion of the Premises to a Building standard general office condition; provided, however, that Landlord shall not require Tenant to remove upon termination or expiration of this Lease, or condition its approval upon Tenant’s agreement to remove upon termination or expiration of this Lease, any Tenant Improvements constructed pursuant to this Tenant Work Letter (including, without limitation, Larc improvements) which constitute standard, non-extraordinary improvements for ordinary office, laboratory and/or Larc uses in biotech facilities. Any portion apply part of the Tenant Improvement Allowance that toward the costs of Tenant design, preparation, renovation and construction within the Premises including without limitation to Tenant’s Work and may also apply part of the TIA towards non-building related items such as, but not limited to, permitting, space plans, moving, architectural and engineering, attorneys’ fees and expenses, project management, wiring and cabling, special electrical power distribution, telephone and security systems and the purchase and installation of any furniture, fixtures and equipment to be used for or within the Premises. Prior to commencing the Tenant Improvements, Tenant must approve Landlord’s budget for the Landlord’s Work (the “Budget”) and any changes thereto must be approved by Tenant. After the Rent Commencement Date any unused portion of the TIA shall be credited against future Tenant Improvements required for the occupancy by Tenant of additional portions of the Premises as required by the Lease and may also be used by Tenant to cover up to three (3) months Base Rent which shall be amortized over the remaining initial Term of the Lease. When the TIA is not disbursed or allocated entirely expended for disbursement by December 31the purposes set forth in this Lease, 2013including Landlord’s Work, shall revert Tenant hereby agrees to pay to Landlord all costs and expenses in a timely manner in excess of the TIA for unfunded Tenant shall have no Improvements and Landlord’s Work. Tenant further rights agrees to pay all costs for Tenant Improvements for future portions of the Premises to be occupied by Tenant in accordance with respect theretoExhibit B once the TIA is fully expended.

Tenant Improvement Allowance. Commencing Provided that Tenant has delivered the Letter of Credit to Landlord and Tenant is not then in default under this Work Agreement or the Lease beyond the expiration of any applicable notice and grace periods, from and after the Tender Date, except as of January 1otherwise set forth in Paragraph C.3, 2011below, Landlord agrees to provide to Tenant shall be entitled to use the “Tenant Improvement Allowance”, to be applied solely to the Construction Costs. Provided that Tenant has fully performed all of its obligations under the Lease and this Work Agreement, Construction Costs shall be disbursed by Landlord from the Available Allowance, as defined in Section 2 and when such costs are actually incurred by Tenant. Tenant shall submit to Landlord, from time to time, but not more often then once per calendar month, requests for direct payments to third parties, of this Amendmentor for reimbursement to Tenant for Construction Costs incurred by Tenant out of the Available Allowance, which requests shall be accompanied by (a) paid receipts or invoices substantiating the costs for which payment is requested; (b) a signed statement from Tenant certifying that the costs were actually incurred for the stated amount; (c) partial lien waivers from the party supplying the services or materials for which payment is sought; and (d) such other information as Landlord reasonably requires. Provided Tenant delivers to Landlord an approved draw request, prepared as set forth above, Landlord shall pay the costs relating covered by such payment request within thirty (30) days following receipt thereof (but Landlord shall not be obligated to the design and construction of Tenant’s improvements or which are otherwise “Tenant Improvement Allowance items,” as that term is defined make more than one (1) such payment in Section 2.2.1, below (collectively, the “Tenant Improvements”any calendar month). In Notwithstanding the foregoing, in no event shall Landlord be obligated to make disbursements pursuant pay, in the aggregate, an amount in excess of ninety percent (90%) of the Tenant Improvement Allowance until satisfaction of the following conditions: (A) Tenant’s occupancy of the Premises for general business use; (B) Tenant’s execution and delivery to this Tenant Work Letter Landlord of the Lease Memorandum attached to the Lease as Exhibit D; (C) receipt by Landlord of appropriate paid receipts or otherwise invoices and a final lien waiver from the Contractor and each subcontractor and supplier covering all work performed by the subcontractors and all materials used in connection with Tenant’s the construction of the Tenant Improvements; and (D) Tenant’s delivery to Landlord of (1) all receipts, invoices or other documentation reasonably necessary to substantiate ail costs payable by Landlord hereunder; (2) an electronic copy (CD-ROM) of CAD background files of the Tenant’s Plans; (3) an electronic version of the “As-Built” drawings of the Tenant Improvements or any prepared by the Tenant’s Architect; and (4) hard copy scaled drawings of the “As-Built” drawings of the Tenant Improvement Allowance Items, as defined below, in a total amount which exceeds Improvements prepared by the sum Tenant’s Architect. If Tenant does not expend all of the Tenant Improvement Allowance. All Tenant Improvements Allowance for which Construction Costs as permitted hereunder on or before the Tenant Improvement Allowance has been made available shall be deemed Landlord’s property under the terms last day of the Lease; provided, however, Landlord may, by written notice to Tenant given concurrently with Landlord’s approval of thirty-ninth (39lh) full calendar month following the “Final Working Drawings”, as that term is defined in Section 3.3, below, require Tenant, prior to the end of the Lease Term or promptly following any earlier termination of this Lease, at Tenant’s expense, to remove any Tenant Improvements and to repair any damage to the Premises and Building caused by such removal and return the affected portion of the Premises to a Building standard general office condition; provided, however, that Landlord shall not require Tenant to remove upon termination or expiration of this Lease, or condition its approval upon Tenant’s agreement to remove upon termination or expiration of this LeaseCommencement Date, any Tenant Improvements constructed pursuant to this Tenant Work Letter (including, without limitation, Larc improvements) which constitute standard, non-extraordinary improvements for ordinary office, laboratory and/or Larc uses in biotech facilities. Any unused portion of the Tenant Improvement Allowance not so used shall be retained by Landlord. Notwithstanding the foregoing, upon thirty (30) days prior written notice to Landlord, up to Six Hundred Thirty-One Thousand Nine Hundred Twenty and 00/100 Dollars ($631,920.00) of the Tenant Improvement Allowance may be used by Tenant (1) as a credit towards the next monthly installment(s) of Base Rent becoming due and payable by Tenant under the Lease, or (2) towards the reimbursement of FF&E Costs (hereinafter defined), provided that is not disbursed or allocated for disbursement by December 31, 2013, shall revert Tenant delivers written notice to Landlord and of its election to apply such portion of the Tenant Improvement Allowance as a rent credit or towards FF&E Costs on or before the last day of the thirty-ninth (39lh) full calendar months following the Commencement Date. In the event Tenant fails to deliver such written notice to Landlord on or before the last day of the thirty-nine (39th) full calendar months following the Commencement Date, Tenant shall have no further waive any and all of its rights with respect theretoto receive such rent credit or reimbursement of FF&E Costs. As used herein, the term “FF&E Costs” shall mean the acquisition and/or installation within the Premises of Tenant’s telecommunications equipment (including wiring and cabling), and furniture, fixtures, equipment, project management services, interior and/or exterior building signage, and stationery to be used or installed in the Premises.

Tenant Improvement Allowance. Commencing as Provided (a) Tenant is not in default under this Lease, (b) the Premises are lien-free and eighty-five (85) days have expired from the recordation of January 1the Notice of Completion described in Paragraph F below, 2011and (c) Landlord has approved, in advance, the scope of work and terms of any negotiated contract for Tenant's Work or Tenant shall be entitled has accepted the [***] bid (or any bid within [***]) from a minimum of [***] bids received from contractors approved in advance by Landlord, the scope of work for which has been approved by Landlord for a contract for construction of Tenant's Work, then within thirty (30) business days after requirements A through J below are satisfied, Landlord will reimburse to use Tenant the “lesser of (a) the [***] paid by Tenant for Tenant's Work (specifically excluding floor coverings, signs, fixtures, equipment, permit fees, engineering and consulting fees and plan review fees), and (b) [***] ("Tenant Improvement Allowance”, as defined in Section 2 ") which sum is calculated based on [***] per square foot of this Amendment, for Floor Area within the costs relating to premises (it being understood that if the design and construction of Tenant’s improvements Floor Area is increased or which are otherwise “Tenant Improvement Allowance items,” as that term is defined in Section 2.2.1, below (collectively, the “Tenant Improvements”). In no event shall Landlord be obligated to make disbursements pursuant to this Tenant Work Letter or otherwise in connection with Tenant’s construction of the Tenant Improvements or any Tenant Improvement Allowance Items, as defined below, in a total amount which exceeds the sum of the Tenant Improvement Allowance. All Tenant Improvements for which decreased the Tenant Improvement Allowance has been made available shall will be deemed Landlord’s property under the terms of the Lease; provided, however, Landlord may, by written notice to Tenant given concurrently with Landlord’s approval of the “Final Working Drawings”, as that term is defined in Section 3.3, below, require Tenant, prior adjusted accordingly). Notwithstanding anything herein to the end of the Lease Term or promptly following any earlier termination of this Leasecontrary, at Tenant’s expense, to remove any Tenant Improvements and to repair any damage to the Premises and Building caused by such removal and return the affected portion of the Premises to a Building standard general office condition; provided, however, that Landlord in no event shall not require Tenant to remove upon termination or expiration of this Lease, or condition its approval upon Tenant’s agreement to remove upon termination or expiration of this Lease, any Tenant Improvements constructed pursuant to this Tenant Work Letter (including, without limitation, Larc improvements) which constitute standard, non-extraordinary improvements for ordinary office, laboratory and/or Larc uses in biotech facilities. Any portion of the Tenant Improvement Allowance that is not disbursed be used to pay for furniture, fixtures or allocated equipment in the Premises: A. A building permit for disbursement the construction of Tenant's Work has been issued by December 31, 2013, shall revert the City of Newport Beach and a copy of the building permit has been delivered to Landlord; B. Tenant has delivered to Landlord lien waivers and releases, in statutory form, for all contractors, subcontractors and materialmen who performed work or supplied materials in connection with the completion of Tenant's Work; C. All required inspections of Tenant's Work by governmental agencies have taken place and the completed Tenant's Work has passed such inspections; D. Tenant shall have no further rights has submitted to Landlord a copy of all building permits with respect theretoall sign-offs executed; E. Tenant has submitted to Landlord a conformed copy of Tenant's recorded Notice of Completion, prepared and recorded in accordance with statutory requirements; F. Tenant has submitted to Landlord a conformed copy of Tenant's recorded Notice of Completion, prepared and recorded in accordance with statutory requirements; G. Tenant has delivered to Landlord a Certificate of Occupancy for the Premises; H. Tenant has submitted to Landlord invoices and proofs of payment for Tenant's Work (specifically excluding signs, movable fixtures, permit fees, engineering and consulting fees, and plan review fees) which evidence expenditure by Tenant of at least [***]; *** Confidential treatment requested. 42 I. Tenant has submitted to Landlord As-built Drawings for all of Tenant's Work; and

Tenant Improvement Allowance. Commencing as of January 1, 2011, Tenant shall be entitled to use a one-time improvement allowance in the amount of the applicable “Tenant Improvement Allowance”,” as that term is defined, as defined in Section 2 of this Amendmentbelow, for the costs relating to the initial design and construction of Tenant’s improvements or the improvements, which are otherwise “Tenant Improvement Allowance items,” as that term is defined in Section 2.2.1, below permanently affixed to the applicable Premises (collectively, the “Tenant Improvements”). In no event shall Landlord be obligated to make disbursements pursuant to For purposes of this Tenant Work Letter or otherwise Letter, the “Tenant Improvement Allowance” shall mean (a) with respect to the Initial Premises, $80.00 for each rentable square foot of the Initial Premises, (b) with respect to Must-Take Premises 1, $70.00 for each rentable square foot of Must-Take Premises 1 (provided that the rentable square footage of the No Rent Patio Space shall be excluded from the Must-Take Premises 1 rentable square footage for purposes of determining the Tenant Improvement Allowance applicable to Must-Take Premises 1), and (c) with respect to the Must-Take Premises 2, $60.00 for each rentable square foot of Must-Take Premises 2. In addition, Landlord shall provide a one-time allowance (in connection with Tenant’s construction of the Tenant Improvements or any improvements in Must-Take Premises 1 only) for the costs of creating a stairwell opening that connects the Ground Floor Premises and Basement Premises (the “Stairwell Opening”) and the installation of stairs to be installed by Tenant in the Stairwell Opening (the “Stairwell”) in an aggregate amount equal to $275,000.00 (the “Stairwell Allowance”). The Stairwell Allowance shall be available for the Stairwell Opening and the Stairwell only (and for no other purposes) and shall be disbursed by Landlord in the same manner as the Tenant Improvement Allowance ItemsAllowance, and shall otherwise be subject to the same terms and conditions as defined below, in a total amount which exceeds the sum of the Tenant Improvement Allowance. All Tenant Improvements for which specifically acknowledges and agrees that all plans and specifications relating to the Tenant Improvement Allowance has been made available Stairwell Opening (including the location thereof) and the Stairwell shall be deemed subject to Landlord’s property under the terms of the Lease; providedapproval, however, which shall not be unreasonably withheld. Landlord may, by written notice hereby acknowledges and agrees that Tenant shall have no obligation to Tenant given concurrently with Landlord’s approval of the “Final Working Drawings”, as that term is defined in Section 3.3, below, require Tenant, prior to the end of the Lease Term or promptly following any earlier termination of this Lease, at Tenant’s expense, to remove any Tenant Improvements construct a Stairwell Opening and to repair any damage to the Premises and Building caused by such removal and return the affected portion of the Premises to install a Building standard general office conditionStairwell; provided, however, that Tenant acknowledges and agrees in connection therewith that the Stairwell Allowance shall only be available to Tenant for such purposes. In addition, Landlord shall not require provide a one-time allowance (the “Electrical Allowance”) in an amount equal to $15,000.00 for each full floor of the Premises for costs reasonably incurred by Tenant for electrical upgrades to remove upon termination or expiration the extent required to achieve the electrical capabilities contemplated by Section 6.1.2 of this Lease, or condition its approval upon Tenant’s agreement to remove upon termination or expiration of this Lease, Lease (“Electrical Upgrades”). In no event shall any Tenant Improvements constructed pursuant to this Tenant Work Letter (including, without limitation, Larc improvements) which constitute standard, non-extraordinary improvements for ordinary office, laboratory and/or Larc uses Electrical Allowance shall be available in biotech facilities. Any connection with any portion of Must-Take Premises 1. The Electrical Allowance shall be available for the Electrical Upgrades only (and for no other purposes) and shall be disbursed by Landlord in the same manner as the Tenant improvement Allowance, and shall otherwise be subject to the same terms and conditions as the Tenant Improvement Allowance Allowance. Tenant specifically acknowledges and agrees that is all plans and specifications relating to the Electrical Upgrades shall be subject to Landlord’s approval, which shall not disbursed or allocated for disbursement by December 31, 2013, shall revert to be unreasonably withheld. Landlord hereby acknowledges and agrees that Tenant shall have no further rights obligation to perform Electrical Upgrades; provided, however, that Xxxxxx acknowledges and agrees in connection therewith that the Electrical Allowance shall only be available to Tenant for such purposes. In addition, Landlord shall provide a one-time allowance (the “Restroom Allowance”) in an amount equal to $25,000.00 for each full floor of the Premises for costs reasonably incurred by Tenant for modifications to the base building restrooms servicing the Premises to the extent required to comply with respect thereto.Applicable Laws and/or for the construction of a gender neutral restroom on the subject full floor of the

Tenant Improvement Allowance. Commencing as of January 1, 2011, Tenant shall be entitled to use a one-time tenant improvement allowance (the “Tenant Improvement Allowance”) in the amount of up to, as defined in Section 2 of this Amendment, for the costs relating but not to the design and construction of Tenant’s improvements or which are otherwise “Tenant Improvement Allowance items,” as that term is defined in Section 2.2.1, below exceed Eighty Thousand Dollars (collectively, the “Tenant Improvements”$80,000.00). In no event shall Landlord be obligated to make disbursements pursuant to this Tenant Work Letter or otherwise in connection with Tenant’s construction of the Tenant Improvements or any Tenant Improvement Allowance Items, as defined below, Paragraph 5 in a total amount which exceeds the sum of Tenant Improvement Allowance and in no event shall the Tenant Improvement AllowanceAllowance be utilized for any trade fixtures, furniture or equipment (including freezers or coolers) of Tenant. All Tenant Improvements for which the Tenant Improvement Allowance has been made available shall be deemed Landlord’s 's property under upon the terms expiration or earlier termination of the term of this Lease and may not be removed by Tenant from the Premises at any time unless required by Landlord in accordance with the provisions of Paragraph 11 of the Lease; provided, however, Landlord may, by written notice to . Tenant given concurrently with Landlord’s approval of the “Final Working Drawings”, as that term is defined in Section 3.3, below, require Tenant, prior to the end of the Lease Term or promptly following any earlier termination of this Lease, at Tenant’s expense, to remove any Tenant Improvements and to repair any damage to the Premises and Building caused by such removal and return the affected portion of the Premises to a Building standard general office condition; provided, however, that Landlord shall not require Tenant be entitled to remove upon termination any payment or expiration of this Lease, or condition its approval upon Tenant’s agreement to remove upon termination or expiration of this Lease, credit for any Tenant Improvements constructed pursuant to this Tenant Work Letter (including, without limitation, Larc improvements) which constitute standard, non-extraordinary improvements for ordinary office, laboratory and/or Larc uses in biotech facilities. Any unused portion of the Tenant Improvement Allowance. The Tenant Improvement Allowance shall be funded by Landlord upon completion of the installation of improvements (the “Work”) in the Premises and after Tenant has submitted all invoices, lien waivers, affidavits of payment, and such other evidence as Landlord may reasonably require to evidence that the cost of the Work has been paid for and that no mechanic’s, materialman’s or other such liens have been or may be filed against the property or the Premises arising out of the design or performance of the Work. In no event shall Landlord be required to pay any portion of the cost of the Work in excess of the Tenant Improvement Allowance. If the Work is not disbursed or allocated for disbursement by December 31, 2013, shall revert substantially completed with all invoices submitted to Landlord and within twelve (12) months after possession of the Expansion Space is tendered to Tenant, then Landlord shall not be obligated to reimburse Tenant shall have no further rights with respect theretofor invoices submitted after such date.

Tenant Improvement Allowance. Commencing as Provided that Tenant is not in default under the Lease beyond any applicable notice and cure period, Landlord shall provide a tenant improvement allowance of January 1, 2011, Tenant shall be entitled to use $35.00 per rentable square feet in the “Tenant Improvement Allowance”, as defined in Section 2 of this Amendment, Expansion Premises ($635,215.00) for the hard and soft costs relating to the design and construction of Tenant’s improvements or which are otherwise “Tenant Improvement Allowance items,” as that term is defined in Section 2.2.1, below (collectively, the “Tenant Improvements”). In no event shall Landlord be obligated to make disbursements pursuant to this Tenant Work Letter or otherwise incurred in connection with Tenant’s construction of 's Work in the Expansion Premises, plus $5.00 per rentable square feet in the Current Premises($ 183,925.00) for the hard and soft costs incurred in connection with Tenant Improvements or any Tenant Improvement Allowance Items, as defined below, 's Work in a total amount which exceeds the sum of Current Premises (the Tenant Improvement "TI Allowance"). All Tenant Improvements for which the Tenant Improvement Allowance has been made available shall be deemed Landlord’s property under the terms of the Lease; provided, however, Landlord may, by written notice to Tenant given concurrently with Landlord’s approval of the “Final Working Drawings”, as that The term "Tenant's Work" is defined in Section 3.3Exhibit B (Work Letter). The TI Allowance is applicable to sales tax, belowdesign costs, require permitting costs, and a construction supervision fee payable to Landlord's agent (in the amount of $150/hour, not to exceed 15 hours/week) but is not applicable to cabling, telecommunications, fixturing, equipment or moving costs. Upon completion of Tenant's Work and issuance of the permanent certificate of occupancy for the Expansion Premises (the "CofO"), prior Tenant shall provide to Landlord documentation satisfactory to Landlord of the costs of Tenant's Work along with copies of lien releases from Tenant's contractor and all subcontractors or material men providing work or materials and detailed breakdowns of the cost incurred by Tenant 5 /s/ CL for Landlord's cost segregation and depreciation purposes. Landlord shall reimburse Tenant for the cost of Tenant's Work up to the end TI Allowance and Additional Allowance within 30 days after receipt of the Lease Term or promptly following any earlier termination foregoing and issuance of this Leasethe CofO. The TI Allowance and Additional Allowance shall each be available for draw until March 1, at Tenant’s expense, to remove any Tenant Improvements 2021 only and to repair any damage to the Premises and Building caused by such removal and return the affected no disbursements will be available thereafter. Any unused portion of the Premises to a Building standard general office condition; provided, however, that TI Allowance and/or Additional Allowance shall be retained by the Landlord and shall not require be either refunded to Tenant to remove upon termination or expiration available as a credit against any obligations of this Tenant under the Lease, or condition its approval upon Tenant’s agreement to remove upon termination or expiration of this Lease, any Tenant Improvements constructed pursuant to this Tenant Work Letter (including, without limitation, Larc improvements) which constitute standard, non-extraordinary improvements for ordinary office, laboratory and/or Larc uses in biotech facilities. Any portion of the Tenant Improvement Allowance that is not disbursed or allocated for disbursement by December 31, 2013, shall revert to Landlord and Tenant shall have no further rights with respect thereto.

Tenant Improvement Allowance. Commencing as Subject to the terms and conditions of January 1this Paragraph 7.5(e), 2011, Landlord shall contribute up to a maximum of Four Hundred Eighty-Four Thousand Seven Hundred Seventy Dollars ($484,770) (the “Allowance”) to the cost of Initial Improvements that Tenant shall make to the Premises. The Allowance may be entitled used to use pay the following costs: (i) The costs of preliminary space planning, working drawings (including revisions) and other plans and specifications for the Initial Improvements; (ii) The costs of obtaining building permits and other necessary authorizations from all governmental authorities having jurisdiction; (iii) The direct and indirect costs of demising the Premises and procuring and installing the Initial Improvements; and (iv) The costs and fees incurred by Tenant for reconfiguration and enhancements of the existing furniture, project management, installation of furniture, fixtures and equipment. The Allowance shall be disbursed as follows: Landlord shall disburse the Allowance directly to Tenant’s contractor (the “Tenant Improvement AllowanceContractor”) and/or to the applicable subcontractors and/or to Tenant, as defined Landlord shall determine, on a monthly basis, within thirty (30) days after receipt of (A) invoices of the Contractor covering work actually performed, construction in Section 2 of this Amendmentplace and materials delivered to the Premises (as may be applicable) describing in reasonable detail such work, construction and/or materials, (B) conditional lien waivers executed by the Contractor, subcontractors or suppliers, as applicable, for their portion of the costs relating work covered by the requested disbursement, and (C) unconditional lien waivers executed by the Contractor and the persons and entities performing the work or supplying the materials covered by Landlord’s previous disbursements for the work or materials covered by such previous disbursements (all such waivers to be in the forms prescribed by applicable law). No payment will be made for materials or supplies not located in the Premises. Landlord may withhold the amount of any and all retentions provided for in original contracts or subcontracts until the earlier of the expiration of the applicable lien periods or Landlord’s receipt of unconditional lien waivers and full releases upon final payment (in the forms prescribed by applicable law) from the Contractor and all subcontractors and suppliers involved in the Initial Improvements. Notwithstanding anything to the design and construction of Tenant’s improvements or which are otherwise “Tenant Improvement Allowance items,” as that term is defined contrary in Section 2.2.1, below (collectively, the “Tenant Improvements”). In no event shall Landlord be obligated to make disbursements pursuant to this Tenant Work Letter or otherwise in connection with Tenant’s construction of the Tenant Improvements or any Tenant Improvement Allowance Items, as defined below, in a total amount which exceeds the sum of the Tenant Improvement Allowance. All Tenant Improvements for which the Tenant Improvement Allowance has been made available shall be deemed Landlord’s property under the terms of the Lease; provided, however, Landlord may, by written notice to Tenant given concurrently with Landlord’s approval of the “Final Working Drawings”, as that term is defined in Section 3.3, below, require Tenant, prior to the end of the Lease Term or promptly following any earlier termination of this Lease, at Tenant’s expense, to remove any Tenant Improvements and to repair any damage to if less than the Premises and Building caused by such removal and return the affected portion entire amount of the Premises to a Building standard general office condition; provided, however, that Landlord shall not require Tenant to remove upon termination or expiration of this Lease, or condition its approval upon Tenant’s agreement to remove upon termination or expiration of this Lease, any Tenant Improvements constructed pursuant to this Tenant Work Letter (including, without limitation, Larc improvements) which constitute standard, non-extraordinary improvements for ordinary office, laboratory and/or Larc uses in biotech facilities. Any portion Allowance is used toward the costs of the Tenant Improvement Allowance that is not disbursed or allocated for disbursement Initial improvements by December 31March 1, 20132006, shall revert to Landlord and Tenant shall have no further rights with respect theretoright to, and Landlord shall have no further obligation to contribute, any remaining portion of the Allowance to the cost of the Initial Improvements.

Tenant Improvement Allowance. Commencing If Tenant is Kinduct Technologies Inc., and is itself in occupation of the whole of the Premises in accordance with this Lease and if Tenant is not in default and has not been in default during the Term, then Landlord shall pay to Tenant a onetime contribution towards the final cost of Tenant’s initial leasehold improvements actually installed in the Premises, based on receipted invoices presented to the Landlord, but in any event, to a maximum amount of 510.00 per square that of the Rentable Area of the Premises as of January 1they are constituted at the Commencement Date, 2011, Tenant shall be entitled to use plus HST (the “Tenant Improvement Allowance”). The Allowance will be payable to the Tenant within 60 days after the following conditions have been met: (a) Tenant has obtained Xxxxxxxx’s approval of Xxxxxx’s architectural, as defined structural, mechanical and electrical plans and specifications and has completed the tenant’s work to the satisfaction of Landlord in Section 2 accordance with those approved plans and specifications: (b) the appropriate provincial lien period for construction, mechanics’ or builders’ liens has elapsed since completion of this Amendment, for the costs Tenant’s work in accordance with (a) above and Tenant has satisfied Landlord that no such lien has or may be claimed with respect thereto: (c) Xxxxxx has produced evidence satisfactory to Landlord that all accounts relating to the design Tenant’s work have been paid and construction that the amount expended by the tenant with respect to such leasehold improvements is at least equal to the amount of the Allowance being requested: (d) Xxxxxx has delivered to Landlord, if requested by Xxxxxxxx, a clearance certificate issued under any workers’ compensation or similar workplace safety legislation in force in the province in respect of each contractor and sub-contractor which did work in connection with the Tenant’s work in the Premises; (e) Landlord has received complete “as built” drawings certified by Xxxxxx’s architect with respect to all work done by Xxxxxx in the Premises: and (f) the Lease has been executed, the Term has commenced and Tenant has taken occupancy of the Premises in accordance with this lease. Tenant will provide Notice to Landlord confirming that all of these conditions have been met and advising Landlord of Tenant’s improvements HST registration number. Landlord has the right to apply all or which are otherwise “Tenant Improvement Allowance items,” as that term is defined in Section 2.2.1, below (collectively, the “Tenant Improvements”). In no event shall Landlord be obligated to make disbursements pursuant to this Tenant Work Letter or otherwise in connection with Tenant’s construction any part of the Allowance against any amounts owed to Landlord by Tenant. If no amounts are due by Tenant Improvements or any Tenant Improvement Allowance Items, as defined below, in a total amount which exceeds the sum of the Tenant Improvement Allowance. All Tenant Improvements for which the Tenant Improvement Allowance has been made available shall be deemed Landlord’s property under the terms of the Lease; provided, however, Landlord may, by written notice to Tenant given concurrently with Landlord’s approval of the “Final Working Drawings”, as that term is defined in Section 3.3, below, require Tenant, prior to the end of the Lease Term or promptly following any earlier termination of this Lease, at Tenant’s expense, to remove any Tenant Improvements and to repair any damage to the Premises and Building caused by such removal and return the affected portion of the Premises to a Building standard general office condition; provided, however, that Landlord shall not require Tenant to remove upon termination or expiration of this Lease, or condition its approval upon Tenant’s agreement to remove upon termination or expiration of this Lease, any Tenant Improvements constructed pursuant to this Tenant Work Letter (including, without limitation, Larc improvements) which constitute standard, non-extraordinary improvements for ordinary office, laboratory and/or Larc uses in biotech facilities. Any portion of the Tenant Improvement Allowance that is not disbursed or allocated for disbursement by December 31, 2013, shall revert to Landlord and Tenant is not in default of any provision of the Lease and all conditions contained herein are met, Landlord shall have no further rights with respect theretoallow the tenant, at its option, to apply any unused portion of the Allowance for a reduction in Rent first coming due. Xxxxxx agrees that, if this Lease is terminated as a result of any default of Tenant, Tenant will repay to Landlord, as Additional Rent, an amount equal to the full amount of the Allowance which Landlord has advanced, multiplied by a fraction, the numerator of which is the number of months left in the Term and the denominator of which is the number of months in the Term.

Tenant Improvement Allowance. Commencing A. Subject to Tenant’s compliance with the provisions of this Exhibit, Landlord shall provide an allowance for the planning, designing, obtaining approvals of, permitting, and construction of the Tenant Improvements to be performed in the Premises, as described in the Initial Plans and the Approved Final Drawings, in the amount of January 1, 2011, Tenant shall be entitled to use Six Hundred Seventy Thousand 00/100 Dollars ($670,000.00) (the “Tenant Improvement Allowance”). Tenant shall not be entitled to any credit, as defined abatement or payment from Landlord in Section 2 the event that the amount of this Amendment, for the costs relating to the design and construction of Tenant’s improvements or which are otherwise “Tenant Improvement Allowance items,” specified above exceeds the actual Tenant Improvement Costs. The Tenant Improvement Allowance shall only be used for costs and expenses relating to tenant improvements typically installed by Landlord in buildings similar to that of which the Premises are located which are generic in nature and that will likely be used by a subsequent tenant for normal use of the Premises (referred to herein as that term is defined in Section 2.2.1, below (collectively, the “Tenant Generic Improvements”). In no event shall Landlord be obligated For example, Generic Improvements would include items such as new or relocated office demising walls and Building Standard electrical, plumbing and mechanical fixtures, equipment and distribution and telecommunications and network installations useable by any subsequent tenant, while items such as lab equipment and cabling and piping specific to make disbursements pursuant to this Tenant Work Letter or otherwise in connection with Tenant’s construction of the Tenant Improvements or any business operations would not be considered Generic Improvements. The Tenant Improvement Allowance Items, as defined below, in a total amount which exceeds shall be the sum of maximum contribution by Landlord for the Tenant Improvement AllowanceCosts. All Tenant Improvements for which the Tenant Improvement Allowance has been made available Landlord shall be deemed Landlord’s property under the terms of the Lease; provided, however, Landlord may, by written notice have no obligation to pay to Tenant given concurrently with Landlord’s approval of the “Final Working Drawings”, as that term is defined in Section 3.3, below, require Tenant, prior to the end of the Lease Term all or promptly following any earlier termination of this Lease, at Tenant’s expense, to remove any Tenant Improvements and to repair any damage to the Premises and Building caused by such removal and return the affected portion of the Premises to a Building standard general office condition; provided, however, that Landlord shall not require Tenant to remove upon termination or expiration of this Lease, or condition its approval upon Tenant’s agreement to remove upon termination or expiration of this Lease, any Tenant Improvements constructed pursuant to this Tenant Work Letter (including, without limitation, Larc improvements) which constitute standard, non-extraordinary improvements for ordinary office, laboratory and/or Larc uses in biotech facilities. Any portion of the Tenant Improvement Allowance unless Tenant timely complies with all time requirements hereunder and such that all work is not disbursed or allocated for disbursement by December 31completed and the Tenant [UNREADABLE] Allowance shall include all reasonable costs and expenses associated with the design, 2013preparation, shall revert approval, planning, construction and installation of the Tenant Improvements (the “Tenant Improvement Costs”), including a construction management fee payable to Landlord in the amount of three percent (3%) of the Tenant Improvement Allowance (the “CM Fee”). The Tenant Improvement Allowance shall be the maximum contribution by Landlord for the Tenant Improvement Costs, and the disbursement of the Tenant Improvement Allowance is subject to the terms contained hereinbelow. B. Payment of the CM Fee shall be the first payment from the Allowance and shall be made by means of a deduction or credit against the Allowance. The remaining payment of the Allowance shall be made upon completion of the work and Tenant’s written request for payment which shall include: (a) receipt by Landlord of unconditional mechanics’ lien releases from the Contractor and all subcontractors, labor suppliers and materialmen for all work performed; (b) receipt by Landlord of any and all documentation reasonably required by Landlord detailing the work that has been completed and the materials and supplies used, including, without limitation, invoices, bills, or statements for the work completed and the materials and supplies used; and (c) Tenant’s architect’s certification that all work and materials billed for has been completed and installed in the Premises. Landlord shall have no further rights the right to perform any inspections of the work completed and materials and supplies used as deemed reasonably necessary by Landlord to assure that the payment request is proper. The Allowance payment shall be paid to Tenant within thirty (30) days from the satisfaction of the conditions set forth in the immediately preceding sentence and Tenant’s compliance with respect theretoall other terms of this agreement. Landlord shall not be obligated to pay any Allowance payment if on the date Tenant is entitled to receive the Allowance payment Tenant is in default of the Lease. C. Landlord shall not be obligated to pay any Tenant Improvement Allowance progress payment if on the date Tenant is entitled to receive the Tenant Improvement Allowance progress payment Tenant is in default of the Lease beyond any applicable notice and cure period. D. Should the total cost of constructing the Tenant Improvements be less than the Tenant Improvement Allowance, the Tenant Improvement Allowance shall be automatically reduced to the amount equal to said actual cost.

Tenant Improvement Allowance. Commencing as of January 1, 2011, Tenant shall be entitled to use the “Tenant Improvement Allowance”, as defined in Section 2 of this Amendment, for the costs relating Pursuant to the design terms of Exhibit F attached hereto and made a part hereof, Landlord shall provide a construction of Tenant’s improvements or which are otherwise “allowance to Tenant in an amount equal to, but not exceeding, the Tenant Improvement Allowance items,” as that term is defined in Section 2.2.1, below (collectively, for the “reimbursement of the cost of Tenant Work for the construction of Tenant Improvements”). In no event Tenant shall Landlord be obligated to make disbursements pursuant to this Tenant Work Letter or otherwise in connection with Tenant’s construction of have until the Tenant Improvements or any Tenant Improvement Allowance Items, as defined below, in a total amount which exceeds the sum Deadline to request disbursement of the Tenant Improvement Allowance. All Tenant Improvements for which shall not request more than one (1) disbursement of the Tenant Improvement Allowance has been made available shall be deemed Landlord’s property under the terms of the Lease; provided, however, Landlord may, by written notice to Tenant given concurrently with Landlord’s approval of the “Final Working Drawings”, as that term is defined per calendar month. Notwithstanding anything in Section 3.3, below, require Tenant, prior this Lease to the end of the Lease Term or promptly following any earlier termination of this Lease, at Tenant’s expense, to remove any Tenant Improvements and to repair any damage to the Premises and Building caused by such removal and return the affected portion of the Premises to a Building standard general office condition; provided, however, that contrary Landlord shall not require Tenant have no obligation to remove upon termination or expiration of this Lease, or condition its approval upon Tenant’s agreement to remove upon termination or expiration of this Lease, disburse any Tenant Improvements constructed pursuant to this Tenant Work Letter (including, without limitation, Larc improvements) which constitute standard, non-extraordinary improvements for ordinary office, laboratory and/or Larc uses in biotech facilities. Any portion of the Tenant Improvement Allowance that if (a) an uncured Event of Default exists or (b) Tenant has failed to comply with all requirements of Exhibit F. Any equipment or machinery, the cost of which is not disbursed or allocated for reimbursed by disbursement by December 31, 2013of any Tenant Improvement Allowance, shall revert become the property of Landlord on the Expiration Date or the date of any earlier termination of the Term unless, whether or not such equipment or machinery is affixed to the Premises unless Landlord and delivers written notice to Tenant of its intent not to take ownership of all or any portion of such equipment or machinery, in which case Tenant shall have no further rights with respect theretocause the same to be removed from the Premises, at Tenant’s sole cost and expense.

Tenant Improvement Allowance. Commencing as of January 1, 2011, Tenant shall be entitled to use the “Tenant Improvement Allowance”, as defined in Section 2 of this Amendment, for the costs relating In addition to the design and construction of Tenant’s improvements or which are otherwise “Improvements to be made to the Premises by Landlord set forth hereinabove, Landlord shall provide Tenant with a Tenant Improvement Allowance items,” (herein so called) in the amount of $30,000.00 to perform the following described work at the Premises: • Replace kick plates on work room double doors to outside and ensure integrity of door handles and locking mechanisms • Install 4 dedicated electrical circuits in work room or newly created break room for coffee machine, microwaves, refrigerators and vending machines • Install power for flat screen TV in work room/new break room, location denoted by Tenant • Install 6 dedicated electrical circuits in Data/Server Room near existing racks, denoted by Tenant • Add additional power recepticals in training rooms as that term is defined in Section 2.2.1denoted by Tenant • Construct under ceiling grid wall near entrance to create a reception area and separate work space from visitors, below (collectively, new glass doors to enclose the “Tenant Improvements”). In no event shall Landlord be obligated to make disbursements pursuant to this Tenant Work Letter or otherwise in connection with Tenant’s construction of the Tenant Improvements or any Tenant Improvement Allowance Itemsspace for security and clear story windows, as defined belowto bring light and keep privacy • Repair movable walls in both training rooms to ensure walls close easily and fully, fabric is clean and intact, base boards on articulating sections are not broken and sound is contained as much as possible in a total amount which exceeds the sum each room • Install additional awning adjacent to existing in back of the building and add 3 more cement picnic benches for outdoor seating and smoking area • Remove handles and plug holes on exterior side of glass doors not used as an entrance doors as denoted by Tenant Improvement Allowance. All • Install security access readers, wiring and door hardware on entrance door, workroom/new break room double doors, 2 glass doors on reception wall and server room Tenant Improvements for which the Tenant Improvement Allowance has been made available shall be deemed Landlord’s property under the terms of the Lease; provided, however, Landlord may, by written notice may use up to Tenant given concurrently with Landlord’s approval of the “Final Working Drawings”, as that term is defined in Section 3.3, below, require Tenant, prior to the end of the Lease Term or promptly following any earlier termination of this Lease, at Tenant’s expense, to remove any Tenant Improvements and to repair any damage to the Premises and Building caused by such removal and return the affected portion of the Premises to a Building standard general office condition; provided, however, that Landlord shall not require Tenant to remove upon termination or expiration of this Lease, or condition its approval upon Tenant’s agreement to remove upon termination or expiration of this Lease, any Tenant Improvements constructed pursuant to this Tenant Work Letter (including, without limitation, Larc improvements) which constitute standard, non-extraordinary improvements for ordinary office, laboratory and/or Larc uses in biotech facilities. Any portion $10,000.00 of the Tenant Improvement Allowance that for data wiring/electrical connectivity within the Building. If there is a remaining Tenant Improvement Allowance, the residual amount shall be used for the future expansion space if (when) Extend Health expands. Tenant may use the Tenant Improvement Allowance for improvements other than the improvements itemized hereinabove with the Landlord’s prior consent, which consent shall not disbursed be unreasonably withheld or allocated for disbursement delayed. Within thirty (30) days after receipt of invoices and/or other written documentation evidencing the completion of the improvements described hereinabove, Landlord shall disburse the Tenant Improvement Allowance to Tenant to pay the costs evidenced by December such invoices and/or other written documentation. LANDLORD: AMB-SGP TX/IL, L.P. TENANT: EXTEND HEALTH, INC. LEASE DATE: May , 2011 PREMISES: Approximately 17,331 square feet of space located in the Building situated at 1350 North Glenville in Richardson, Texas. Tenant hereby accepts the Premises as being in the condition required under the Lease. The Lease Commencement Date of the Lease is May 31, 20132011. The Rental Commencement Date of the Lease is . The Expiration Date of the Lease is LANDLORD: AMB SGP TX/IL, shall revert to Landlord and Tenant shall have no further rights with respect theretoL.P., a Delaware limited partnership TENANT: EXTEND HEALTH, INC. a Delaware corporation By: AMB Property Holding Corporation, a Maryland corporation By: By: Print: Print: Title: Title: Telephone: Telephone: Facsimile: Facsimile: Executed at: Executed at: on: May , 2011 on: May , 2011 Property Name: Property Address: 0000 Xxxxx Xxxxxxxxx Xxxxx, Xxxxxxxxxx, Xxxxx Lease Date: May 2011 Landlord: AMB-SGP TX/IL L.P. Tenant: EXTEND HEALTH, INC.

Tenant Improvement Allowance. Commencing as Landlord shall provide a tenant improvement allowance for Tenant’s expenses incurred in the construction of January 1, 2011, Tenant shall be entitled to use Tenant’s Improvements on the Leased Premises (the “Tenant Improvement Allowance”, as defined in Section 2 of this Amendment, for the costs relating ). The Tenant Improvement Allowance shall be an amount equal to the design and construction lesser of (i) the actual costs of Tenant’s improvements Improvements on the Leased Premises, or which are otherwise “(ii) $1,500,000.00. Landlord shall disburse the Tenant Improvement Allowance items,” in two disbursements in accordance with the following requirements: i. The first disbursement of the Tenant Improvement Allowance shall be payable to Tenant upon submission by Tenant to Landlord of an affidavit whereby Tenant certifies the percentage of work which has been completed in connection with the construction of the Tenant Improvements in comparison to the Tenant’s budget for the Tenant Improvements previously submitted to Landlord by Tenant (the “Initial Disbursement Certificate”). The first disbursement of the Tenant Improvement Allowance shall be equal to the same proportion as the percentage of work certified in the Initial Disbursement Certificate bears to the total maximum Tenant Improvement Allowance. For the first disbursement of one the Tenant Improvement Allowance, Tenant must submit an affidavit of Tenant indicating that term is defined all subcontractors, laborers and material suppliers have been paid in full, and providing appropriate full or partial lien waivers from the contractor, subcontractors, laborers and material suppliers represented by such invoices more than thirty (30) days old. ii. The final disbursement of the remaining Tenant Improvement Allowance (which disbursement shall only be made upon completion of 100% of the Tenant’s Improvements based on the amount funds expended by Tenant as a proportion to the total Tenant Improvement Allowance) shall be made upon Tenant’s submittal of the items listed in Section 2.2.148(c)(i) above along with the following: (1) a certificate of substantial completion signed by the Tenant, below in form and content acceptable to Landlord; (collectively2) unconditional final lien waivers from any and all contractors, subcontractors, materialmen, laborers and suppliers for all work related to Tenant’s completion of the “Tenant Improvements”), (3) a certification from the Tenant that all contractors, subcontractors, materialmen, laborers and suppliers have been paid in full, that the work has been completed to plans and specifications, and indemnifying Landlord against any claims from such contractors, subcontractors, materialmen, laborers and suppliers for any work performed at or for the benefit of the Leased Premises. In no event shall Landlord be obligated to disburse the Tenant Allowance or any part thereof if Tenant is in arrears with regard to any Rent or other charges which might be due or owing, or otherwise in default under this Lease. No portion of the Tenant Improvement Allowance shall be allowed as a setoff against rent or other charges owing to Landlord by Tenant. Tenant shall have opened for business in the Leased Premises in strict accordance with the terms and provisions of the Lease. In no event shall Landlord be obligated to make disbursements pursuant to this Section 48 for Tenant Work Letter Improvements in a total amount that exceeds the Tenant Improvement Allowance, and any additional costs or otherwise expenses which arise in connection with Tenant’s the construction or development of the Tenant Improvements or any Tenant Improvement Allowance Items, as defined below, in a total amount which exceeds shall be solely the sum responsibility of the Tenant. Additionally, Tenant Improvement Allowance. All Tenant Improvements for which agrees that the Tenant Improvement Allowance has been made available may only be used for real property improvements and shall not be used for Tenant’s furnishings, equipment or personal property, which shall be deemed Landlord’s property under the terms of the Lease; provided, however, Landlord may, by written notice to Tenant given concurrently with Landlord’s approval of the “Final Working Drawings”, as that term is defined in Section 3.3, below, require Tenant, prior to the end of the Lease Term or promptly following any earlier termination of this Lease, at solely Tenant’s responsibility and expense, to remove any Tenant Improvements and to repair any damage to the Premises and Building caused by such removal and return the affected portion of the Premises to a Building standard general office condition; provided, however, that Landlord shall not require Tenant to remove upon termination or expiration of this Lease, or condition its approval upon Tenant’s agreement to remove upon termination or expiration of this Lease, any Tenant Improvements constructed pursuant to this Tenant Work Letter (including, without limitation, Larc improvements) which constitute standard, non-extraordinary improvements for ordinary office, laboratory and/or Larc uses in biotech facilities. Any portion of the Tenant Improvement Allowance that is not disbursed or allocated for disbursement by December 31, 2013, shall revert to Landlord and Tenant shall have no further rights with respect thereto.

Tenant Improvement Allowance. Commencing Landlord shall reimburse Tenant for the Costs of Tenant Improvements (as hereinafter defined) in an amount not to exceed $174,150 (the “Improvement Allowance”). Landlord shall also provide Tenant up to an additional $164,475 (the “Reimbursable Allowance”) to be applied to the Costs of January 1, 2011, Tenant Improvements. The Improvement Allowance and Reimbursable Allowance shall be collectively referred to herein as the “Allowance”. Tenant shall be entitled to use the “Tenant Improvement Allowance”, as defined in Section 2 of this Amendment, solely responsible for the costs relating amount by which the Costs of Tenant Improvements exceeds the Allowance. Tenant acknowledges that any request for payment of the Allowance must be delivered to Landlord in the form of AIA Document G702 (Application for Payment) together with evidence of paid invoices and fully executed, notarized lien waivers (without contingency) covering the work for which reimbursement is then being requested; provided that no disbursement of the Allowance shall occur until such time that Landlord has received (a) final, Landlord-approved Construction Drawings signed by Tenant’s architect, (b) a copy of the building permit and (c) a copy of the fully-executed construction contract for the Tenant Improvements. Subject to the design foregoing, Landlord shall make disbursements of the Allowance not more often than once every thirty (30) calendar days within ten (10) business days after the Landlord’s receipt of a requisition therefor, together with all required documentation and construction of after Tenant’s improvements or which are otherwise “Tenant Improvement Allowance items,” as that term is defined in Section 2.2.1, below (collectively, the “Tenant Improvements”). In no event shall Landlord be obligated to make disbursements pursuant to this Tenant Work Letter or otherwise in connection with Tenant’s construction completion of the Tenant Improvements or any Tenant Improvement Allowance Items, as defined below, in a total amount which exceeds the sum of the Tenant Improvement Allowancecovered by such requisition. All Tenant Improvements for which the Tenant Improvement Allowance has been made available shall be deemed Landlord’s property under the terms of the Lease; provided, however, Landlord may, by written notice to Tenant given concurrently with Landlord’s approval of the “Final Working Drawings”, as that term is defined in Section 3.3, below, require Tenant, prior to the end of the Lease Term or promptly following any earlier termination of this Lease, at After Tenant’s expense, to remove any completion of Tenant Improvements and delivery to repair any damage Landlord of (a) evidence that the Tenant Improvements have been fully paid for, (b) fully executed and notarized final lien waivers for all Tenant Improvements work, (c) as-built plans for all Tenant Improvements signed by Tenant’s architect and (d) an HVAC balancing report reasonably acceptable to Landlord, Landlord shall, after written request from Tenant, disburse to Tenant the final installment of the Allowance to the Premises and Building caused by such removal and return extent Tenant has satisfied the affected portion of the Premises to a Building standard general office condition; provided, however, that Landlord shall not require Tenant to remove upon termination or expiration of this Lease, or condition its approval upon Tenant’s agreement to remove upon termination or expiration of this Lease, any Tenant Improvements constructed pursuant to this Tenant Work Letter (including, without limitation, Larc improvements) which constitute standard, non-extraordinary improvements requirements for ordinary office, laboratory and/or Larc uses in biotech facilities. Any portion of the Tenant Improvement Allowance that is not disbursed or allocated for disbursement by December 31, 2013, shall revert to Landlord and Tenant shall have no further rights with respect theretodisbursement.

Tenant Improvement Allowance. Commencing 10.5.1. If and for as of January 1, 2011long as Tenant is not in default under the Lease beyond any applicable grace period, Tenant shall be entitled to use a tenant improvement allowance in the amount of $[*] allocated as follows: $[*] ($[*]/sf) for the Building 8 Expansion Space, and $[*] ($[*]/sf) for the Building 3 Expansion Space (the “Tenant Improvement Allowance” or “Allowance”, as defined in Section 2 of this Amendment, for ). Tenant shall have the costs relating right to apply the design and construction of Tenant’s improvements or which are otherwise “Tenant Improvement Allowance items,” as that term towards Tenant Improvements within its Premises whereby the Tenant Improvement Allowance is defined not required to be disbursed or allocated towards only the Expansion Spaces. The Tenant Improvement Allowance shall be paid to Tenant in Section 2.2.1, below (collectively, reimbursement for the total out of pocket costs paid by Tenant for the design professional fees and the “Tenant Improvements”). In no event shall Landlord be obligated to make disbursements pursuant to this Tenant Work Letter or otherwise in connection with Tenant’s hard costs” of construction of the Tenant Improvements or any to the Premises, including architectural and engineering fees, specialty consultants including acoustical and lighting specialists, permitting and expeditor fees, construction of interior improvements including millwork, built-in furniture, furniture systems, data cabling and wiring, telecommunications systems, relocation expenses, security, studio equipment, project management fees, and other similar expenses in fitting out the Expansion Space. If the total amount paid by Tenant for the Tenant Improvements is less than the Tenant Improvement Allowance, Tenant may receive a credit for the unused portion of the Allowance up to $[*] ($[*]/sf) applied towards the next payment(s) of Base Rental and Tenant’s Percentage Share of Operating Expenses due, until such sum is exhausted. 10.5.2. The Allowance shall be disbursed on a percentage of completion basis (i.e., the ratio of the amount to be disbursed, together with all prior disbursements, so the total Allowance will not exceed the ratio of the Tenant Improvements completed on the date of disbursement to the total Tenant Improvements). By way of example, if the Tenant Improvement Allowance Itemsis $[*], the total Tenant Improvements cost is $[*], and on the date of Tenant’s first draw request 25% of the Tenant Improvements have been completed (i.e., contractor’s invoice is equal to $[*]), then Landlord shall be obligated to pay an amount equal to 25% of the Allowance, or $[*]. By way of a second example, if the Tenant Improvement Allowance is $[*], the total Tenant Improvements cost is $[*], and on the date of Tenant’s first draw request 25% of the Tenant Improvements have been completed (i.e., contractor’s invoice is equal to $[*]), then Landlord shall be obligated to pay an amount equal to 100% of the Allowance equal to $[*]. If the request for disbursement of the Allowance pertains to furniture and equipment, relocation expenses, or other related items, then Tenant shall be entitled to have the Allowance disbursed with respect to such items without regard to the percentage-of-completion formula specified herein. Tenant may apply for disbursements of the Allowance not more frequently than monthly. Except as otherwise provided by written notice from Tenant to Landlord, each request shall constitute Tenant’s affirmation that as of the date of the request this Lease is in full force and effect and Landlord is not in default under this Lease. 10.5.3. The Tenant Improvement costs shall be deducted by Landlord from the Tenant Improvement Allowance and reimbursed to Tenant within 30 days following receipt of Tenant’s payment request consisting of the following: (a) AIA G702/703 form (or other form acceptable to Landlord); (b) a written certification signed by Tenant stating the work then performed or materials provided with respect to the Tenant Improvements and the amount requested for the current disbursement along with true copies of invoices paid by Tenant for the Tenant Improvements and evidence of payment such as cancelled checks, wiring confirmations, etc.; and (c) a contractor’s affidavit from Tenant’s general contractor in accordance with the Florida Construction Lien Law, final or partial releases of lien, as applicable, from Tenant’s general contractor and all lienors giving notice to owner as defined belowin the Florida Construction Lien Law and vendors associated with the disbursement request. Landlord will approve or disapprove such documentation, or portions thereof, within seven (7) business days of Landlord’s receipt thereof. If Landlord disapproves, any of such documentation, Landlord shall notify Tenant in writing of the reason therefor. Thereafter, to the extent that such documentation is approved or resubmitted by Tenant and then approved by Landlord, payment shall be made with thirty (30) days following receipt of the additionally requested information. The final disbursement shall be paid to Tenant within 30 days after all of the following events have occurred: (a) the Tenant Improvements have been substantially completed; (b) Tenant has delivered to Landlord final releases of lien from Tenant’s general contractor and all lienors giving notice to owner as defined in the Florida Construction Lien Law and a final contractor’s affidavit from the general contractor in accordance with the Florida Construction Lien Law, and all other receipts and supporting information concerning payment for the work that Landlord may reasonably request; and (c) Tenant has moved into the Premises and opened for business in the Premises. 10.5.4. Tenant shall pay the entire amount of the Tenant Improvement costs which is in excess of the Allowance. Tenant’s right to application of the Tenant Improvement Allowance shall expire on the date that is 24 months after Landlord’s delivery of vacant possession of the applicable Expansion Space to Tenant. Tenant’s right to request a credit against Rent and any requests for reimbursement submitted to Landlord after such date shall not be paid from the Allowance, and Tenant shall thereafter be solely responsible for the costs of the Tenant Improvements without reimbursement from Landlord. If Landlord has received written notice of any claims of lien, at Landlord’s option, the Tenant Improvement Allowance or any portion of it may be paid by Landlord directly to the general contractor performing the Tenant Improvements or to any lienor giving notice as defined in the Florida Construction Lien Law. If Tenant is in default under the Lease beyond the expiration of any applicable notice and cure periods, or if Landlord has received written notice of any claims of lien relating to any portion of the Tenant Improvement work or materials in connection therewith (other than claims which will be paid in full from such disbursement), or if there is an unbonded lien outstanding against the Project, the Expansion Space, or Tenant’s interest therein, by reason of work done, or materials supplied or specifically fabricated, to or for Tenant or the Premises, Landlord may, in a total amount which exceeds the sum addition to all its other available rights and remedies, withhold payment of any unpaid portion of the Tenant Improvement Allowance. All Tenant Improvements for which the The Tenant Improvement Allowance has been made available provisions shall be deemed Landlord’s property under the terms of the Lease; provided, however, Landlord may, by written notice not apply to Tenant given concurrently with Landlord’s approval of the “Final Working Drawings”, as that term is defined in Section 3.3, below, require Tenant, prior to the end of the Lease Term or promptly following any earlier termination of this Lease, at Tenant’s expense, to remove any Tenant Improvements and to repair any damage additional space added to the Premises and Building caused at any time after the Effective Date, whether by such removal and return any options under the affected Lease or otherwise, or to any portion of the Premises or any additions to the Premises in the event of a Building standard general office condition; providedrenewal or extension of the Lease Term, howeverwhether under any options under the Lease or otherwise, that Landlord shall unless expressly so provided in this Amendment or an amendment to the Lease. The rights granted to Tenant under this paragraph to the Allowance are personal to the original named Tenant in this Amendment and any Affiliate or Successor, and may not require Tenant to remove upon termination be assigned or expiration exercised by anyone or for the benefit of this Lease, or condition its approval upon Tenant’s agreement to remove upon termination or expiration of this Lease, any Tenant Improvements constructed pursuant to this Tenant Work Letter anyone (including, without limitation, Larc improvementsany subtenant) which constitute standard, non-extraordinary improvements for ordinary office, laboratory and/or Larc uses other than such Tenant and any Affiliate or Successor and only while such Tenant or an Affiliate or Successor is in biotech facilitiespossession of the entire Premises. Any portion of In addition to the Tenant Improvement Allowance that is Allowance, Landlord shall pay or reimburse Tenant for the cost of an initial test-fit plan not disbursed or allocated for disbursement by December 31, 2013, shall revert to Landlord and Tenant shall have no further rights with respect theretoexceed $[*] ($[*]/sf).

Tenant Improvement Allowance. Commencing Landlord will not charge Tenant for a construction management fee with respect to the Improvements. Landlord will provide Tenant an allowance of up to One Hundred Twenty Three Thousand Six Hundred Ninety and 00/100 Dollars ($123,690.00) (the “First Floor Tenant Improvement Allowance”) (which is equal to Thirty Dollars ($30.00) per square foot of the 4,123 square foot area now known as the library and file room) towards the cost of January the Improvements pursuant to the First Floor Plans. Additionally, Landlord will provide Tenant an allowance sufficient to accomplish the build-out, painting and carpeting of the second floor portion of the Demised Premises pursuant to the Second Floor Plans as identified in Paragraph (1, 2011, ) above with building-standard materials and finishes (the “Second Floor Tenant shall be entitled Improvement Allowance”) toward the cost of the Improvements pursuant to use the Second Floor Plans. The First Floor Tenant Improvement Allowance and the Second Floor Tenant Improvement Allowance are hereinafter collectively referred to as the “Tenant Improvement Allowance”, as defined in Section 2 of this Amendment, for the costs relating to the design and construction of Tenant’s improvements or which are otherwise “Tenant Improvement Allowance items,” as that term is defined in Section 2.2.1, below (collectively, the “Tenant Improvements”). In no the event shall Landlord be obligated to make disbursements pursuant to this Tenant Work Letter or otherwise in connection with Tenant’s construction that the cost and expense of constructing the Tenant Improvements or any Tenant Improvement Allowance Items, as defined below, in a total amount which exceeds the sum of is less than the Tenant Improvement Allowance. All , then Tenant Improvements for which the Tenant Improvement Allowance has been made available shall be deemed Landlord’s property under the terms of the Lease; provided, however, Landlord may, by written notice entitled to Tenant given concurrently with Landlord’s approval of the “Final Working Drawings”, as that term is defined in Section 3.3, below, require Tenant, prior a credit equal to the end of the Lease Term or promptly following any earlier termination of this Lease, at Tenant’s expense, to remove any Tenant Improvements and to repair any damage to the Premises and Building caused by such removal and return the affected portion of the Premises to a Building standard general office condition; provided, however, that Landlord shall not require Tenant to remove upon termination or expiration of this Lease, or condition its approval upon Tenant’s agreement to remove upon termination or expiration of this Lease, any Tenant Improvements constructed pursuant to this Tenant Work Letter (including, without limitation, Larc improvements) which constitute standard, non-extraordinary improvements for ordinary office, laboratory and/or Larc uses in biotech facilities. Any unused portion of the Tenant Improvement Allowance that against the next-due monthly Base Rent, and, if applicable, against any payments of monthly Base Rent due thereafter until such unused portion is not disbursed or allocated for disbursement by December 31, 2013, shall revert to Landlord and exhausted. Tenant shall have no further rights be responsible for all costs and expenses of the Improvements (except as otherwise stated in Paragraph 6 below) that exceed the Tenant Improvement Allowance. Tenant shall be responsible for paying any excess with respect theretoto the first floor portion of the Demised Premises directly to Tenant’s Contractor. Any excess with respect to the second floor portion of the Demised Premises shall be deemed to be additional rent and shall be payable within fifteen (15) days of receipt of an invoice therefor from Landlord.

Tenant Improvement Allowance. Commencing as of January 1, 2011the Effective Date, Tenant shall be entitled to use a one-time tenant improvement allowance for the Fourth Expansion Premises in the amount of $4,329,300.00 (i.e., $100.00 per RSF of the Fourth Expansion Premises) (the “Tenant Improvement Allowance”, as defined in Section 2 of this Amendment), for the costs relating to the initial design and construction of Tenant’s improvements improvements, which are permanently affixed to the Premises or which are otherwise “Tenant Improvement Allowance itemsItems,” as that term is defined in Section 2.2.1, below (collectively, the “Tenant Improvements”). In no event shall Landlord be obligated to make disbursements pursuant to this Tenant Work Letter or otherwise in connection with TenantXxxxxx’s construction of the Tenant Improvements or any Tenant Improvement Allowance Items, as defined below, in a total amount which exceeds the sum of the Tenant Improvement Allowance. All Tenant Improvements for which the Tenant Improvement Allowance has been made available shall be deemed Landlord’s property under the terms of the Lease; provided, however, Landlord may, by written notice to Tenant given concurrently with Landlord’s approval of the “Final Working Drawings”, as that term is defined in Section 3.3, below, require Tenant, prior to the end of the Lease Term Term, or promptly given following any earlier termination of this Lease, at Tenant’s expense, to remove any Tenant Improvements and to repair any damage to the Fourth Expansion Premises and Building caused by such removal and return the affected portion of the Fourth Expansion Premises to a Building standard general office condition; provided. Landlord hereby approves the DGA space plan attached hereto as Schedule 1 (“DGA Plan”). So long as the Final Space Plan, howeverFinal Working Drawings and corresponding Tenant Improvements are consistent with and a logical extension of the DGA Plan, that Landlord shall not require Tenant to remove upon Tenant, whether at the end of the Lease Term, or following any earlier termination or expiration of this the Lease, to pay for or condition its approval upon Tenant’s agreement to remove upon termination or expiration of this Lease, any Tenant Improvements constructed pursuant set forth on the Final Working Drawings, to this repair any damage to the Premises and Building caused by such removal, or to return the affected portion of the Premises to the condition in existence prior to the construction of the Tenant Work Letter (including, without limitation, Larc improvements) which constitute standard, non-extraordinary improvements for ordinary office, laboratory and/or Larc uses in biotech facilitiesImprovements. Any portion of the Tenant Improvement Allowance that 4864-0699-3085.7183305.00028/7-23-24/ejs/ejs EXHIBIT B-1- is not disbursed or allocated for disbursement by December 31, 2013date that twelve (12) months after the Fourth Expansion Commencement Date (subject to delays caused by Landlord), shall revert to Landlord and Tenant shall have no further rights with respect thereto.

Tenant Improvement Allowance. Commencing as For the purposes of January 1assisting the Tenant to complete the leasehold improvements upon the Premises, 2011, Tenant shall be entitled to use all in accordance with the Tenant’s final drawings and specifications which have the Landlord’s prior written approval (the “Tenant Improvement Allowance”, as defined in Section 2 of this Amendment, for the costs relating to the design and construction of Tenant’s improvements or which are otherwise “Tenant Improvement Allowance items,” as that term is defined in Section 2.2.1, below (collectively, the “Tenant Leasehold Improvements”). In no event shall , the Landlord be obligated agrees to make disbursements pursuant advance to this Tenant Work Letter or otherwise in connection with Tenant’s construction on behalf of the Tenant Improvements or any a sum equal to Fifteen Dollars ($15.00) per square foot of the Rentable Area of Suite 540 and Twenty Dollars ($20.00) per square foot of the Rentable Area of Suite 610 (which combined sum is hereinafter referred to as the “Allowance”) upon the following terms and conditions: (i) the Tenant Improvement Allowance Items, as defined below, in a shall furnish to the Landlord the Tenant’s final architectural drawings and specifications prior to commencement of work; (ii) the Tenant shall furnish to the Landlord an invoice for the total amount which exceeds the sum of the Tenant Improvement Allowance. All Tenant Improvements for which Allowance requested by the Tenant, accompanied by copies of paid invoices evidencing payment, by not later than December 31, 2016; (iii) the Tenant Improvement Allowance has been made available shall cause all of the Leasehold Improvements to be deemed Landlord’s property under constructed and installed in accordance with the terms of the Lease; provided; (iv) the Allowance shall not be used to fund the Tenant’s purchase of equipment, howeverfurniture, trade fixtures, and communications installations. The Allowance shall be advanced by the Landlord may, by written notice to Tenant given concurrently with Landlord’s approval upon the later of: (v) completion of the “Final Working Drawings”Leasehold Improvements, as to the satisfaction of the Landlord; (vi) the Tenant having commenced to carry on its business in the Premises or any part thereof; (vii) the Tenant having provided the Landlord with a statutory declaration from the Tenant’s general contractor stating all of the Leasehold Improvements have been completed and that term all contractors have been paid in full; (viii) the expiry of any lien holdback period provided for by any applicable Builders or Mechanics Lien Legislation; and (ix) execution of this Lease by all parties. It is defined in Section 3.3, below, require Tenant, further understood and agreed that if the Tenant either: (a) vacates the Premises; or (b) discontinues the regular and punctual payment of Rent; at any time prior to the end of the Lease Term Term, then all amounts advanced or promptly following credited to the Tenant under this provision shall immediately be repayable to the Landlord and may be collected as Rent due and owing. If any earlier termination of this Leaseamounts are owed to the Landlord at the time the Allowance becomes payable, at such amount shall be deducted from the Allowance and credited to the Tenant’s expense, to remove any Tenant Improvements account and to repair any damage the balance paid to the Premises and Building caused by such removal and return Tenant. Should the affected portion cost of the Premises Leasehold Improvements be less than the Allowance then the lesser amount shall be paid to a Building standard general office condition; provided, however, that Landlord shall not require Tenant to remove upon termination or expiration of this Lease, or condition its approval upon the Tenant’s agreement to remove upon termination or expiration of this Lease, any Tenant Improvements constructed pursuant to this Tenant Work Letter (including, without limitation, Larc improvements) which constitute standard, non-extraordinary improvements for ordinary office, laboratory and/or Larc uses in biotech facilities. Any portion Should the cost of the Tenant Improvement Leasehold Improvements be more than the Allowance that is not disbursed or allocated for disbursement by December 31, 2013, shall revert to Landlord and then the Tenant shall have no further rights with respect theretobe solely responsible for the payment of any excess amount.

Tenant Improvement Allowance. Commencing The Landlord shall provide to the Tenant an allowance equal to Fifteen Dollars ($15.00) per square foot of the Rentable Area of the Leased Premises (the “Leasehold Improvement Allowance”) for constructing the Tenant’s Work. The Tenant will be permitted to allocate the Leasehold Improvement Allowance to costs relating but not limited to: construction, moving costs, project management, legal fees, phone and data cabling. The Leasehold Improvement Allowance and any Additional Allowance shall be payable only after the occurrence or completion of all of the following: (a) the date the Tenant opens for business in the whole of the fourth (4th), fifth (5th) and sixth (6th) floors of the Building fully fixtured, stocked and staffed; (b) the execution of this Lease by both the Landlord and the Tenant; (c) commencement of the Term; (d) delivery to the Landlord of a clearance certificate issued under the Workplace Safety and Insurance Act in respect of each contractor and subcontractor who did work in connection with the Tenant’s Work in the Leased Premises; (e) delivery of evidence satisfactory to the Landlord and its Expert of compliance by the Tenant with the Tenant’s obligations under Schedule “F” and in accordance with the plans and specifications that have been approved by the Landlord; (f) completion of the Tenant’s Work; (g) delivery to the Landlord with one (1) set of drawings documenting “as built” conditions and representing existing conditions in the Leased Premises (h) the expiry of January 1the period pursuant to the Construction Lien Act, 2011(Ontario) within which workmen, material, contractors or suppliers in connection with the completion of the Tenant’s Work may file a construction lien claim for unpaid work or services performed or materials supplied with no liens having been registered; (i) delivery of a notarized statutory declaration from a senior officer of the Tenant, confirming that: (i) all Tenant’s Work has been completed, all in accordance with Schedule “F” and the plans and specifications approved by the Landlord, and all accounts in respect of the Tenant’s Work have been paid in full; (ii) all holdback periods referred to in the Construction Lien Act, (Ontario) have expired with no liens having been registered; and (iii) all issued building permits issued in connection with the Tenant’s Work have been “closed out”; (j) delivery to the Landlord of certificates evidencing the placement of insurance by the Tenant in accordance with this Lease; and (k) receipt by the Landlord of a written request from the Tenant for the Leasehold Improvement Allowance and the Additional Allowance, if any. It is agreed that any unused portion of the Leasehold Improvement Allowance or the Additional Allowance, if any, may be applied to rental payments as they become due. Further, the Tenant shall have the option of hiring its own general contractor to complete the Tenant’s Work, but shall agree to use the Landlord’s contractors for any items affecting the Structure of the Building or any base building systems. If at any time during the original Term of this Lease: (i) the Lease is terminated by reason of the default of the Tenant thereunder; or (ii) the Tenant has become bankrupt or insolvent or has taken the benefit of any statute for bankrupt or insolvent debtors, or has filed a proposal, or has made an assignment for the benefit of creditors or any arrangement or compromise, then in such event, and without prejudice to any of the Landlord’s other rights and remedies available to it under this Lease and at law, the unamortized portion of the Leasehold Improvement Allowance and the Additional Allowance, if any, calculated from the first anniversary of the Commencement Date on the basis of an assumed rate of depreciation on a straight line basis to zero over the original Term of this Lease, shall immediately become due and payable to the Landlord as Additional Rent. The Landlord shall be entitled to use offset any portion of or all of the “Leasehold Improvement Allowance or the Additional Allowance, if any, against amounts otherwise due and owing by the Tenant Improvement Allowance”, as defined in Section 2 of this Amendment, for the costs relating to the design and construction Landlord. For clarification, any Leasehold Improvements constructed by the Tenant in the Leased Premises shall become the property of the Landlord upon affixation (notwithstanding the Tenant’s improvements or which are otherwise “Tenant Improvement Allowance items,” as that term is defined obligation to maintain, repair, replace and insure such Leasehold Improvements in Section 2.2.1, below (collectively, the “Tenant Improvements”). In no event shall Landlord be obligated to make disbursements pursuant to this Tenant Work Letter or otherwise in connection accordance with Tenant’s construction of the Tenant Improvements or any Tenant Improvement Allowance Items, as defined below, in a total amount which exceeds the sum of the Tenant Improvement Allowance. All Tenant Improvements for which the Tenant Improvement Allowance has been made available shall be deemed Landlord’s property under the terms of this Lease). For further clarification, if the Lease; provided, however, Landlord may, by written notice to Tenant given concurrently with Landlord’s approval Lease is terminated for any reason during the first year of the “Final Working Drawings”Term, as that term is defined in Section 3.3the full amount of the Leasehold Improvement Allowance and the Additional Allowance, belowif any, require Tenant, prior shall immediately become due and payable by the Tenant to the end of the Lease Term or promptly following any earlier termination of this Lease, at Tenant’s expense, to remove any Tenant Improvements and to repair any damage to the Premises and Building caused by such removal and return the affected portion of the Premises to a Building standard general office condition; provided, however, that Landlord shall not require Tenant to remove upon termination or expiration of this Lease, or condition its approval upon Tenant’s agreement to remove upon termination or expiration of this Lease, any Tenant Improvements constructed pursuant to this Tenant Work Letter (including, without limitation, Larc improvements) which constitute standard, non-extraordinary improvements for ordinary office, laboratory and/or Larc uses in biotech facilities. Any portion of the Tenant Improvement Allowance that is not disbursed or allocated for disbursement by December 31, 2013, shall revert to Landlord and Tenant shall have no further rights with respect theretoLandlord.

Tenant Improvement Allowance. Commencing as of January 1, 2011, Tenant shall be entitled to use a one-time tenant improvement allowance (the “Tenant Improvement Allowance”, as defined ) in Section 2 of this Amendment, the amount not to exceed Two Hundred Fifty Thousand and No/100 Dollars ($250,000.00) for the costs relating to the remodel, design and construction of Tenant’s interior improvements and architectural/engineering services to the New Premises deemed necessary or which are otherwise “useful by Tenant Improvement Allowance items,” as that term is defined in Section 2.2.1, below (collectively, the “Tenant Improvements”). As part of the Tenant Improvements and without limiting its other design and construction activities with the Tenant Improvement Allowance, Tenant shall, with funds from the Tenant Improvement Allowance, construct the demising wall(s) shown on Exhibit A in accordance with building standards (the “Demising Wall”). In no event shall Landlord be obligated to make disbursements pursuant to this Tenant Work Letter or otherwise in connection with Tenant’s construction of the Tenant Improvements or any Tenant Improvement Allowance Items, as defined below, in a total amount which exceeds the sum of Tenant Improvement Allowance. In the event that the Tenant Improvement AllowanceAllowance is not fully utilized by Tenant by the one year anniversary of the date of this First Amendment, then such unused amounts shall revert to Landlord, and Tenant shall have no further rights with respect thereto. Any Tenant Improvements that require the use of Building risers, raceways, shafts and/or conduits, shall be subject to Landlord’s reasonable rules, regulations, and restrictions, including the requirement that any cabling vendor must be selected from a list provided by Landlord, and that the amount and location of any such cabling must be approved by Landlord. All Tenant Improvements for which the Tenant Improvement Allowance has been made available shall be deemed Landlord’s property under the terms of the Lease; provided, however, Landlord may, by written notice to Tenant given concurrently with Landlord’s approval of the “Final Working Drawings”, as that term is defined in Section 3.3, below, require Tenant, prior to the end of the Lease Term Term, or promptly given following any earlier termination of this Lease, require Tenant, at Tenant’s expense, to remove any Tenant Improvements and to repair any damage to the New Premises and Building caused by such removal and return the affected portion of the New Premises to a Building standard general office condition; provided, however, that Landlord shall not require condition consistent with their condition existing prior to the installment of such Tenant to remove upon termination or expiration of this Lease, or condition its approval upon Tenant’s agreement to remove upon termination or expiration of this Lease, any Tenant Improvements constructed pursuant to this Tenant Work Letter (including, without limitation, Larc improvements) which constitute standard, non-extraordinary improvements for ordinary office, laboratory and/or Larc uses in biotech facilities. Any portion of the Tenant Improvement Allowance that is not disbursed or allocated for disbursement by December 31, 2013, shall revert to Landlord and Tenant shall have no further rights with respect theretoImprovements.

Tenant Improvement Allowance. Commencing Effective as of January 1the expiration of the Wachovia SNDA Termination Period (provided Tenant has not delivered the Wachovia SNDA Termination Notice to Landlord) and the expiration of the Mortgagee Approval Period, 2011if and so long as there is no Event of Default under the Lease and subject to the provisions of this Section 4, Tenant Landlord acknowledges and agrees that Landlord shall be entitled to use contribute the sum of $265,764.00 (the “Tenant Improvement Allowance”, as defined in Section 2 of this Amendment, for the costs relating ) to the design hard and construction of soft costs, including, without limitation, architectural, design, consulting, permit and engineering fees, related to the Tenant’s improvements or which are otherwise “Tenant Improvement Allowance items,” as that term is defined in Section 2.2.1, below to the Premises (collectively, the “Tenant Improvements”). In no event shall Landlord be obligated Tenant may apply up to make disbursements pursuant to this Tenant Work Letter or otherwise in connection with Tenant’s construction of the Tenant Improvements or any Tenant Improvement Allowance Items, as defined below, in a total amount which exceeds the sum thirty five percent (35%) of the Tenant Improvement Allowance. All Tenant Improvements Allowance to pay for which the Tenant Improvement Allowance has been made available shall be deemed Landlord’s property under the terms of the Lease; provided, however, Landlord may, by written notice to Tenant given concurrently with Landlord’s approval of the “Final Working Drawings”, as that term is defined in Section 3.3, below, require Tenant, prior to the end of the Lease Term or promptly following any earlier termination of this Lease, at Tenant’s expenseaudio visual equipment for board rooms, demo/training rooms, computer rooms and other furniture, fixtures and equipment. In addition, Tenant shall have the right to remove use up to 25% of any Tenant Improvements and to repair any damage to the Premises and Building caused by such removal and return the affected portion of the Premises to a Building standard general office condition; provided, however, that Landlord shall not require Tenant to remove upon termination or expiration of this Lease, or condition its approval upon Tenant’s agreement to remove upon termination or expiration of this Lease, any Tenant Improvements constructed pursuant to this Tenant Work Letter (including, without limitation, Larc improvements) which constitute standard, non-extraordinary improvements for ordinary office, laboratory and/or Larc uses in biotech facilities. Any unused portion of the Tenant Improvement Allowance that is not disbursed or allocated for disbursement by December 31as a rent credit to be applied against future Rent payments (the “Credit Amount”), 2013, shall revert to but Landlord and Tenant shall have no further rights obligation with respect theretoto any remaining unused portion of the Tenant Improvement Allowance if any portion of the Tenant Improvement Allowance above the Credit Amount remains unspent by Tenant as of October 31, 2011. From time-to-time, but not more than once a month, Tenant may give Landlord a Requisition (as defined below) for so much of the Work Cost (as defined below) as arose since the end of the period to which the most recent prior Requisition related, or, with respect to the first Requisition, for the Work Cost previously incurred. Provided that no Event of Default has occurred and is continuing, within thirty (30) days after Landlord receives a complete Requisition, Landlord shall pay Tenant ninety percent (90%) of the Work Cost reflected in such Requisition and shall withhold the remaining ten percent (10%) of Work Cost (the “Retainage”); and provided that no Event of Default has occurred and is continuing under the Lease, within thirty (30) days after Tenant furnishes Landlord with (x) a final, stamped set of “as built” plans for the Premises from Tenant’s architect which demonstrates that the Tenant Improvements have been completed substantially in accordance with plans and specifications approved by Landlord and (y) its final Requisition which demonstrates that the Tenant Improvements have been substantially completed and paid for in full by Tenant, Landlord shall pay Tenant the Retainage. In the event Landlord fails to pay any portion of the Tenant Improvements for which a Requisition is properly submitted hereunder within thirty (30) days, and such failure continues for more than five (5) days after a notice of intent to deduct from Tenant, then Tenant shall be entitled to offset the Requisition amount against twenty (20%) of the monthly Basic Rent and Additional Rent due under the Lease until such Requisition amount due to Tenant under this Section 4 has been reimbursed in full.

Tenant Improvement Allowance. Commencing Landlord will provide a Tenant Improvement Allowance of Five Hundred Thousand 00/100ths Dollars ($500,000.00) toward improvements in 892 and 000 Xxxx Xxxxx. Tenant may allocate this Tenant Improvement Allowance at Tenant’s discretion between the two Premises and the two Leases. However, the total amount to be provided by Landlord for both Leases and both Premises shall be $500,000.00 and no more. The Allowance will be provided as a reimbursement of January money actually expended by Tenant toward new Tenant Improvements (which must be approved by Landlord under the provisions of the Lease relating to construction) prior to December 31, 2005. Subject to the provisions below, reimbursement by Landlord will be made within sixty (60) days of presentation of reasonably adequate documentation evidencing the expenses incurred and confirming that (1) all Tenant Improvements for which reimbursement is sought have been completed; (2) all contractors, 2011materialmen, suppliers, and others entitled to a lien have provided evidence satisfactory to Landlord releasing or waiving any such liens (or a proper Notice of Completion has been filed and the statutory period for filing of liens following recordation of a Notice of Completion has expired in the reasonable opinion of counsel for Landlord); and (3) said funds have actually been expended by December 31, 2005 for the Tenant Improvements approved by Landlord. Upon application for funds in conformity with the above period, Landlord may audit Tenant’s records upon request made within thirty (30) days after the request is made in regard to each such request for reimbursement. Notwithstanding the above provisions, Landlord shall not be obligated to pay any reimbursement to Tenant in accordance with the above prior to March 31, 2005. Tenant may apply for reimbursement of such matters at any time to and including March 31, 2006. Landlord will have no duty to reimburse based on any application which is received by Landlord after such date. Tenant may not apply for reimbursement under this Paragraph 4 more often than three (3) times in any calendar year. In the event of any non-payment of reimbursement which was due to Tenant, after said reimbursement was due under the above provision, the Tenant shall be entitled to use set the “Tenant Improvement Allowance”, as defined in Section 2 of this Amendment, for the costs relating to the design and construction of Tenant’s improvements or which are otherwise “Tenant Improvement Allowance items,” as that term is defined in Section 2.2.1, below (collectively, the “Tenant Improvements”). In no event shall Landlord be obligated to make disbursements pursuant to this Tenant Work Letter or otherwise in connection with Tenant’s construction of the Tenant Improvements or any Tenant Improvement Allowance Items, as defined below, in a total amount which exceeds the sum of the Tenant Improvement Allowance. All Tenant Improvements for which the Tenant Improvement Allowance has it should have been made available shall be deemed Landlord’s property under the terms of the Lease; provided, however, Landlord may, by written notice to Tenant given concurrently with Landlord’s approval of the “Final Working Drawings”, as that term is defined in Section 3.3, below, require Tenant, prior to the end of the Lease Term or promptly following any earlier termination of this Lease, at Tenant’s expense, to remove any Tenant Improvements and to repair any damage to the Premises and Building caused by such removal and return the affected portion of the Premises to a Building standard general office condition; provided, however, that Landlord shall not require Tenant to remove upon termination or expiration of this Lease, or condition its approval upon Tenant’s agreement to remove upon termination or expiration of this Lease, any Tenant Improvements constructed pursuant to this Tenant Work Letter (including, without limitation, Larc improvements) which constitute standard, non-extraordinary improvements for ordinary office, laboratory and/or Larc uses in biotech facilities. Any portion of the Tenant Improvement Allowance that is not disbursed or allocated for disbursement by December 31, 2013, shall revert reimbursed off against Rent due to Landlord and Tenant shall have no further rights with respect theretounder either Lease.

Tenant Improvement Allowance. Commencing as of January 1, 2011the date of this Lease, Tenant shall be entitled to use the “Tenant Improvement Allowance”, as defined in Section 2 5 of the Summary to this AmendmentLease, for the costs relating to the design and construction of Tenant’s improvements improvements, which are permanently affixed to the Premises, are demountable walls or which are otherwise “Tenant Improvement Allowance itemsItems,” as that term is defined in Section 2.2.12.3.1, below (collectively, the “Tenant Improvements”). In no event shall Landlord be obligated to make disbursements pursuant to this Tenant Work Letter or otherwise in connection with Tenant’s construction of the Tenant Improvements or any Tenant Improvement Allowance Items, as defined below, in a total amount which exceeds the sum of the Tenant Improvement Allowance, subject to Section 2.2 below. All Tenant Improvements for which the Tenant Improvement Allowance has been made available shall be deemed Landlord’s property under the terms of the Lease; provided, however, . Landlord may, by written notice to Tenant given concurrently with Landlord’s approval of the “Final Working Drawings”, as that term is defined in Section 3.3, below, require Tenant, prior to the end of the Lease Term or promptly following any earlier termination of this LeaseTerm, at Tenant’s expense, to remove any Tenant Improvements and to repair any damage to the Premises and Building caused by such removal and return the affected portion of the Premises to a Building standard general office condition; provided, however, that . Landlord shall not require Tenant to remove upon termination or expiration any of this Lease, or condition its approval upon Tenant’s agreement to remove upon termination or expiration of this Lease, any the Tenant Improvements constructed pursuant to this Tenant Work Letter (including, without limitation, Larc improvements) which constitute standard, non-extraordinary improvements for ordinary office, laboratory and/or Larc uses in biotech facilitiesthe extent shown on the Space Plan attached hereto as Schedule 1. Any portion of the Tenant Improvement Allowance and “Additional Improvement Allowance”, as that term is defined in Section 2.2, below, that is not disbursed or allocated for disbursement by December 31, 2013the date that is two (2) years after the full execution and delivery of this Lease, shall revert to Landlord and Tenant shall have no further rights with respect thereto. Landlord acknowledges that Tenant plans to perform multiple Tenant Improvement projects during such two (2) year period and that the terms of this Tenant Work Letter shall apply to each such project.

Tenant Improvement Allowance. Commencing Subject to any restrictions, conditions or limitations expressly set forth in this Tenant Work Letter or in the Lease or as otherwise expressly provided by mutual written agreement of January 1Landlord and Tenant, 2011the cost of construction of the Tenant Improvements shall be paid or reimbursed by Landlord up to a maximum amount equal to $2,364,672.00 (the “Tenant Improvement Allowance”), which amount is being made available by Landlord to be applied towards the Cost of Improvements for the construction of the Tenant Improvements in the Premises. 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 “Tenant Improvement Allowance”, as defined in Section 2 of this Amendment, for the costs relating to the design and construction of Tenant’s improvements or which are otherwise “entire Tenant Improvement Allowance items,” as that term is defined in Section 2.2.1, below (collectively, toward the “Tenant Improvements”). In no event shall Landlord be obligated to make disbursements pursuant to this Tenant Work Letter or otherwise in connection with Tenant’s construction Cost of Improvements of the Tenant Improvements (subject to any applicable restrictions, conditions, limitations, reductions or any Tenant Improvement Allowance Items, as defined below, charges set forth in a total amount which exceeds the sum of the Tenant Improvement Allowance. All Tenant Improvements for which the Tenant Improvement Allowance has been made available shall be deemed Landlord’s property under the terms of the Lease; provided, however, Landlord may, by written notice to Tenant given concurrently with Landlord’s approval of the “Final Working Drawings”, as that term is defined in Section 3.3, below, require Tenant, prior to the end of the Lease Term or promptly following any earlier termination of this Lease, at Tenant’s expense, to remove any Tenant Improvements and to repair any damage to the Premises and Building caused by such removal and return the affected portion of the Premises to a Building standard general office condition; provided, however, that Landlord shall not require Tenant to remove upon termination or expiration of this Lease, or condition its approval upon Tenant’s agreement to remove upon termination or expiration of this Lease, any Tenant Improvements constructed pursuant to in this Tenant Work Letter (including, without limitation, Larc improvementsLetter) which constitute standard, non-extraordinary improvements prior to being required to expend any of Tenant’s own funds for ordinary office, laboratory and/or Larc uses in biotech facilitiesthe Tenant Improvements. Any portion The funding of the Tenant Improvement Allowance that is not disbursed shall be made on a monthly basis or allocated for disbursement at other convenient intervals mutually approved by December 31, 2013, shall revert to Landlord and Tenant and in all other respects shall have be based on such commercially reasonable disbursement conditions and procedures as Landlord, Project Manager and Landlord’s lender (if any) may reasonably prescribe. Notwithstanding the foregoing provisions, under no further rights 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, 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. Notwithstanding anything to the contrary herein, the Tenant Improvements shall not include (and Landlord shall be solely responsible for and the Tenant Improvement Allowance shall not be used for) the following: (a) costs incurred due to the presence of any Hazardous Materials, if any, but with respect thereto.to removal and remediation of any such Hazardous Materials, only to the extent such removal or remediation is required by Applicable Laws enforced as of the date of this Lease for improvements in the Premises generally (as opposed to the specific Tenant Improvements) and to the extent the same required in order to allow Tenant to obtain a certificate of occupancy or its legal equivalent, for the Premises for the Permitted Use assuming a normal and customary occupancy density; (b) costs to bring the Project into compliance with Applicable Laws to the extent required in order to allow Tenant to obtain a certificate of occupancy or its legal equivalent, for the Premises for the Permitted Use assuming a normal and customary office occupancy density; (c) construction costs in excess of the contract amount stated in the contract with the General Contractor, as approved by Tenant (not to be unreasonably withheld), except for increases set forth in change orders approved by Tenant; (d) wages, labor and overhead for overtime and premium time unless approved by Tenant (which approval shall not be unreasonably withheld, conditioned or delayed); (e) attorneys’ fees incurred in connection with negotiation of EXHIBIT B [Britannia Life Science Center] construction contracts, and attorneys’ fees, experts’ fees and other costs in connection with disputes with third parties; (f) interest and other costs of financing construction costs; (g) costs incurred as a consequence construction defects or default by a contractor; (h) costs as a consequence of casualties; (i) penalties and late charges attributable to Landlord’s failure to pay construction costs, and (j) costs due to compliance with any soil management plan for the Project or its appendices

Tenant Improvement Allowance. Commencing as of January 1, 2011, Tenant shall be entitled to use the “"Tenant Improvement Allowance”", as defined in Section 2 5 of the Summary to this AmendmentLease, for the costs relating to the initial design and construction of Tenant’s improvements 's improvements, which are permanently affixed to the Premises or which are otherwise “"Tenant Improvement Allowance itemsItems,” " as that term is defined in Section 2.2.1, below (collectively, the “"Tenant Improvements”"). In no event shall Landlord be obligated to make disbursements pursuant to this Tenant Work Letter or otherwise in connection with Tenant’s 's construction of the Tenant Improvements or any Tenant Improvement Allowance Items, as defined below, in a total amount which exceeds the sum of the Tenant Improvement Allowance. All Tenant Improvements for which the Tenant Improvement Allowance has been made available shall be deemed Landlord’s 's property under the terms of the Lease; provided, however, Landlord may, by written notice to Tenant given concurrently with Landlord’s 's approval of the “"Final Working Drawings”", as that term is defined in Section 3.3, below, require Tenant, prior to the end of the Lease Term Term, or promptly following any earlier termination of this Lease, at Tenant’s 's expense, to remove any Tenant Improvements and to repair any damage to the Premises and Building caused by such removal and return the affected portion of the Premises to a Building standard general office condition; provided, however, that Landlord shall not require Tenant to remove upon termination or expiration of this Lease, or condition its approval upon Tenant’s agreement to remove upon termination or expiration of this Lease, any Tenant Improvements constructed pursuant to this Tenant Work Letter (including, without limitation, Larc improvements) which constitute standard, non-extraordinary improvements for ordinary office, laboratory and/or Larc uses in biotech facilities. Any portion of the Tenant Improvement Allowance that is for which disbursement has not disbursed or allocated for disbursement been requested by December 31, 2013the end of the first eighteen (18) months following the Lease Commencement Date, shall revert to Landlord and Tenant shall have no further rights with respect thereto.

Tenant Improvement Allowance. Commencing as (a) Prior to commencing the construction of January 1the Tenant Improvements, 2011Landlord shall prepare and submit a construction budget for the Tenant Improvements to Tenant for Tenant’s review and approval, Tenant not to be unreasonably withheld, conditioned or delayed. Such budget, once approved by Tenant, shall be entitled referred to use herein as the “Tenant Improvement AllowanceBudget.”, as defined (b) Landlord shall provide Tenant with a Tenant Improvement Allowance in Section 2 of this Amendment, the amount set forth in the Lease to pay for or reimburse Tenant for the costs relating and expenses directly and specifically related to the design planning, design, construction, and construction of Tenant’s improvements or which are otherwise “Tenant Improvement Allowance items,” as that term is defined in Section 2.2.1, below (collectively, the “Tenant Improvements”). In no event shall Landlord be obligated to make disbursements pursuant to this Tenant Work Letter or otherwise in connection with Tenant’s construction completion of the Tenant Improvements or and for all other authorized expenses provided for in this Work Letter and the Lease, including, without limitation, for any Change Orders requested by Tenant and approved by Landlord. From a taxation and accounting standpoint, all of the costs and expenses directly and specifically related to the Tenant Improvements up to the amount of the Tenant Improvement Allowance paid by Landlord shall be allocated solely to Landlord, and any such costs and expenses in excess of the Tenant Improvement Allowance and paid by Tenant shall be allocated solely to Tenant. (c) In the event the costs for construction the Tenant Improvement Budget are expected to exceed the Tenant Improvement Allowance, Tenant shall deposit with Landlord the amount equal to the amount by which such costs of construction are expected to exceed the Tenant Improvement Allowance (the “Tenant Deposit”). The Tenant Deposit, if applicable, shall be released by Landlord on a work in progress basis, and prior to the disbursement of any Tenant Improvement Allowance. (d) The Tenant Improvement Allowance Itemsand Tenant’ Deposit shall be paid by Landlord directly the Tenant Improvement Contractor subject to the following conditions: (i) no default under the Lease by Tenant shall have occurred and be continuing beyond any applicable notice and cure period, as defined below, and (ii) Landlord shall not be obligated to pay Tenant for amounts in a total amount which exceeds the sum excess of the Tenant Improvement Allowance. All costs to perform the Tenant Improvements for which the Tenant Improvement Allowance has been made available shall be deemed Landlord’s property under the terms of the Lease; provided, however, Landlord may, by written notice to Tenant given concurrently with Landlord’s approval of the “Final Working Drawings”, as that term is defined in Section 3.3, below, require Tenant, prior to the end of the Lease Term or promptly following any earlier termination of this Lease, at Tenant’s expense, to remove any Tenant Improvements and to repair any damage to the Premises and Building caused by such removal and return the affected portion of the Premises to a Building standard general office condition; provided, however, that Landlord shall not require Tenant to remove upon termination or expiration of this Lease, or condition its approval upon Tenant’s agreement to remove upon termination or expiration of this Lease, any Tenant Improvements constructed pursuant to this Tenant Work Letter (including, without limitation, Larc improvements) which constitute standard, non-extraordinary improvements for ordinary office, laboratory and/or Larc uses in biotech facilities. Any portion excess of the Tenant Improvement Allowance shall be the sole responsibility of Tenant. In addition, all costs and expenses directly and specifically related to the Tenant Improvements, including, by way of example only, the Approvals, design fees, contractor fees, construction costs, costs of third-party inspections and testing, project management, temporary power costs, construction security specific to the Leased Premises, and any other costs that is not disbursed or allocated for disbursement by December 31are directly attributable and specifically related to the Tenant Improvements, 2013, may be included within and applied against the Tenant Improvement Allowance. (e) Landlord shall revert be entitled to Landlord retain five percent (5%) of the Tenant Improvement Allowance and Tenant Deposit which shall have no further rights with respect theretobe paid upon Substantial Completion of the Tenant Improvements. (f) In the event any Tenant Improvement Allowance is remaining after completion of the Tenant Improvements (including all punchlist items), Tenant may elect, at Tenant’s discretion, to apply any remaining amounts to Tenant’s moving costs, tenant’s cabling and data systems, Tenant’s signage, or applied to Basic Annual Rent under the Lease.

Tenant Improvement Allowance. Commencing as of January 1, 2011the date of the full execution and delivery of this Second Amendment, Tenant shall be entitled to use a one-time improvement allowance in the aggregate amount of $1,419,910.00 which is comprised of (i) $303,760.00 (the “Tenant Existing Premises Improvement Allowance”, as defined in Section 2 of this Amendment), for the costs relating to the design and construction of Tenant’s improvements improvements, which are permanently affixed to the Existing Premises only (the “Existing Premises Improvements”) or which are otherwise “Tenant Improvement Allowance itemsItems,” as that term is defined in Section 2.2.1, below below, and (collectivelyii) $1,116,150.00 (the “Expansion Premises Improvement Allowance”) for the costs relating to the design and construction of Tenant’s improvements which are permanently affixed to the Expansion Premises only (the “Expansion Premises Improvements”) or which are Tenant Improvement Allowance Items. Collectively, the Expansion Premises Improvements and the Existing Premises Improvements are the “Tenant Improvements”). In no event shall Landlord be obligated to make disbursements pursuant to this Tenant Work Letter or otherwise in connection with Tenant’s construction of ” and collectively the Tenant Improvements or any Tenant Existing Premises Improvement Allowance Items, as defined below, in a total amount which exceeds and the sum of Expansion Premises Improvement Allowance are the “Tenant Improvement Allowance”. All Landlord and Tenant agree and acknowledge that the Expansion Premises Improvements for which may include work to the Tenant Improvement Allowance has been made available shall be deemed Landlord’s property under the terms exterior of the Lease; provided, however, Landlord may, by written notice to Tenant given concurrently with Landlord’s approval of the “Final Working Drawings”, as that term is defined in Section 3.3, below, require Tenant, prior to the end of the Lease Term or promptly following any earlier termination of this Lease, at Tenant’s expense, to remove any Tenant Improvements and to repair any damage to the Premises and 571 Building caused by such removal and return the affected portion of the Premises to a Building standard general office condition; provided, however, that Landlord shall not require Tenant to remove upon termination or expiration of this Lease, or condition its approval upon Tenant’s agreement to remove upon termination or expiration of this Lease, any Tenant Improvements constructed pursuant to this Tenant Work Letter (including, without limitation, Larc improvementsrooftop equipment and an exterior enclosure and equipment yard) which constitute standard(collectively, non-extraordinary improvements for ordinary officethe “Exterior Improvements”), laboratory and/or Larc uses provided that any such Exterior Improvements shall be subject to Landlord’s prior written approval, to be withheld in biotech facilities. Any portion of the Tenant Improvement Allowance that is not disbursed or allocated for disbursement by December 31, 2013, shall revert to Landlord Landlord’s sole and Tenant shall have no further rights with respect thereto.absolute discretion if such

Tenant Improvement Allowance. Commencing as of January 1, 2011, Tenant shall be entitled to use a ---------------------------- one-time tenant improvement allowance (the “"Tenant Improvement Allowance”") in an amount up to, but not exceeding, the product of (i) $20.00 and (ii) the number of rentable square feet of the Suite 600 Space as defined in Section 2 of this Amendmentthe Lease Commencement Date, to be used to help Tenant pay for the costs relating to the of design and construction of Tenant’s 's improvements or set forth in the approved Final Drawings (as defined herein) which are otherwise “Tenant Improvement Allowance items,” as that term is defined in Section 2.2.1, below permanently affixed to the Premises (collectively, the “"Tenant Improvements”") and the other Tenant Improvement Allowance Items (as such term is defined below). In no event shall Landlord be obligated to make disbursements pursuant to this Tenant Work Letter or otherwise in connection with Tenant’s construction of the Tenant Improvements or any Tenant Improvement Allowance Items, as defined below, in a total amount which exceeds the sum of the Tenant Improvement Allowance. All Tenant Improvements for which the Tenant Improvement Allowance has been made available shall be deemed Landlord’s property under the terms of the Lease; provided, however, Landlord may, by written notice to Tenant given concurrently with Landlord’s approval of the “Final Working Drawings”, as that term is defined in Section 3.3, below, require Tenant, prior to the end of the Lease Term or promptly following any earlier termination of this Lease, at Tenant’s expense, to remove any Tenant Improvements and to repair any damage to the Premises and Building caused by such removal and return the affected portion of the Premises to a Building standard general office condition; provided, however, that Landlord shall not require Tenant be entitled to remove upon termination receive any cash payment or expiration of this Lease, credit against Rent or condition its approval upon Tenant’s agreement to remove upon termination or expiration of this Lease, otherwise for any Tenant Improvements constructed pursuant to this Tenant Work Letter (including, without limitation, Larc improvements) which constitute standard, non-extraordinary improvements for ordinary office, laboratory and/or Larc uses in biotech facilities. Any portion of the Tenant Improvement Allowance that which is not used to pay for the Tenant Improvement Allowance Items; provided, however, to the extent there remains any unused portion of the Tenant Improvement Allowance and thus Landlord is not providing any Additional Allowance, Tenant may use such excess to help Tenant pay for any Alterations Tenant installs in the Premises pursuant to Article 8 of the Lease after substantial completion of the Tenant Improvements. Such excess amount shall be disbursed or allocated for disbursement by December 31, 2013, shall revert Landlord after Tenant has completed the Alterations and has delivered to Landlord appropriate invoices, paid receipts, lien releases and Tenant shall have no further rights with respect theretoother information reasonably requested by Landlord.

Tenant Improvement Allowance. Commencing as of January 1, 2011, Tenant shall be entitled to use a one-time tenant improvement allowance (the “Tenant Improvement Allowance”) in the amount of up to, as defined but not exceeding [***] per rentable square foot of the Premises (i.e., an amount up to [***] based on 149,273 rentable square feet in Section 2 of this Amendmentthe Premises), for the costs relating to the initial design and construction of Tenant’s improvements or which are otherwise “Tenant Improvement Allowance items,” as that term is defined in Section 2.2.1, below permanently affixed to the Premises (collectively, the “Tenant Improvements”). In no event shall Landlord be obligated to make disbursements pursuant to this Tenant Work Letter or otherwise in connection with Tenant’s construction of the Tenant Improvements or any Tenant Improvement Allowance Items, as defined below, in a total amount which exceeds the sum of the Tenant Improvement Allowance. All Tenant Improvements for which the Tenant Improvement Allowance has been made available shall be deemed Landlord’s property under the terms of the Lease; provided, however, Landlord may, by written notice to Tenant given concurrently with Landlord’s approval of the “Final Working Drawings”, as that term is defined in Section 3.3, below, require Tenant, prior to the end of the Lease Term or promptly following any earlier termination of this Lease, at Tenant’s expense, to remove any Tenant Improvements and to repair any damage to the Premises and Building caused by such removal and return the affected portion of the Premises to a Building standard general office condition; provided, however, that Landlord shall not require Tenant be entitled to remove upon termination or expiration of this Lease, or condition its approval upon Tenant’s agreement to remove upon termination or expiration of this Lease, receive any Tenant Improvements constructed pursuant to this Tenant Work Letter (including, without limitation, Larc improvements) which constitute standard, non-extraordinary improvements cash payment for ordinary office, laboratory and/or Larc uses in biotech facilities. Any any portion of the Tenant Improvement Allowance that which is not used to pay for the Tenant Improvement Allowance Items (as such term is defined below) or disbursed or allocated following the Effective Date of the Lease in accordance with the terms of this Tenant Work Letter. Notwithstanding the foregoing, an amount not to exceed [***] of any unused amount of the Tenant Improvement Allowance shall be made available to Tenant to help Tenant pay for the actual and documented costs incurred by Tenant (collectively, the “Moving/Cabling/FF&E Costs”) for (i) moving and relocating to the Premises, (ii) installing in the Premises telephone and data cabling for Tenant’s telephone and data equipment in the Premises and for establishing security services for the Premises; (iii) the purchase of and installation of furniture, fixtures and equipment for the Premises; and (iv) the cost of signage for the Premises and the Building. Landlord shall disburse from the Tenant Improvement Allowance the available portion thereof to help Tenant pay for the Moving/Cabling/FF&E Costs actually incurred by Tenant within thirty (30) days after Xxxxxxxx has received Xxxxxx’s written request for disbursement together with copies of invoices from third parties evidencing the amount of such Moving/Cabling Costs to be paid by December 31Landlord. Any remaining balance of the Tenant Improvement Allowance after the Lease Commencement Date may, 2013for the first twelve (12) months after the Lease Commencement Date (but not thereafter), shall revert to Landlord and Tenant shall have no further rights with respect theretobe used as a credit toward the Base Rent first coming due under the Lease.

Tenant Improvement Allowance. Commencing as of January 1, 2011, Tenant shall be entitled to use a one-time improvement allowance in the amount of the “Tenant Improvement Allowance”,” as that term is defined, as defined in Section 2 of this Amendmentbelow, for the costs relating to the initial design and construction of Tenant’s improvements or the improvements, which are otherwise “Tenant Improvement Allowance items,” as that term is defined in Section 2.2.1, below permanently affixed to the applicable Expansion Premises (collectively, the “Tenant Improvements”). For purposes of this Tenant Work Letter, the “Tenant Improvement Allowance” shall mean the product of (i) $80.00, (ii) the rentable square footage of the Expansion Premises (i.e., 80,046), and (iii) the Expansion Proration Fraction. In addition, Landlord shall provide a one-time allowance (the “Electrical Allowance”) in an amount equal to $15,000.00 for each full floor of the Expansion Premises for costs reasonably incurred by Tenant for electrical upgrades to the subject full floor of the Expansion Premises to the extent required to achieve the electrical capabilities contemplated by Section 6.1.2 of the Original Lease (“Electrical Upgrades”). The Electrical Allowance shall be available for the Electrical Upgrades only (and for no other purposes) and shall be disbursed by Landlord in the same manner as the Tenant Improvement Allowance, and shall otherwise be subject to the same terms and conditions as the Tenant Improvement Allowance. No portion of any Electrical Allowance attributable to a particular floor of the Expansion Premises shall be available for any purpose (including Electrical Upgrades) on any other floor. Tenant specifically acknowledges and agrees that all plans and specifications relating to the Electrical Upgrades shall be subject to Landlord’s approval, which shall not be unreasonably withheld. Landlord hereby acknowledges and agrees that Tenant shall have no obligation to perform Electrical Upgrades; provided, however, that Xxxxxx acknowledges and agrees in connection therewith that the Electrical Allowance shall only be available to Tenant for such purposes. In addition, Landlord shall provide a one-time allowance (the “Restroom Allowance”) in an amount equal to $25,000.00 for each full floor of the Expansion Premises for costs reasonably incurred by Tenant for modifications to the base building restrooms servicing the subject floor of the Expansion Premises to the extent required to comply with Applicable Laws and/or for the construction of a gender neutral restroom on the subject full floor of the Expansion Premises (in either event, “Restroom Upgrades”). The Restroom Allowance shall be available for the Restroom Upgrades only (and for no other purposes) and shall be disbursed by Landlord in the same manner as the Tenant Improvement Allowance, and shall otherwise be subject to the same terms and conditions as the Tenant Improvement Allowance. No portion of any Restroom Allowance attributable to a particular floor of the Expansion Premises shall be available for any purpose (including Restroom Upgrades) on any other floor. Tenant specifically acknowledges and agrees that all plans and specifications relating to the Restroom Upgrades shall be subject to Landlord’s approval, which shall not be unreasonably withheld. In no event shall Landlord be obligated to make disbursements pursuant to this Tenant Work Letter or otherwise in connection with Tenant’s construction of the Tenant Improvements or any Tenant Improvement Allowance Items, as defined below, in a total amount which exceeds the sum of the Tenant Improvement Allowance, the Electrical Allowance and the Restroom Allowance. All Notwithstanding the foregoing or any contrary provision of the Lease, as amended hereby, all Tenant Improvements for which (including the Tenant Improvement Allowance has been made available Electrical Upgrades and the Restroom Upgrades) shall be deemed Landlord’s property under the terms of the Lease; provided, however, Landlord may, by written notice to Tenant given concurrently with Landlord’s approval of the “Final Working Drawings”, as that term is defined in Section 3.3, below, require Tenant, prior to the end of the Lease Term or promptly following any earlier termination of this Lease, at Tenant’s expense, to remove any Tenant Improvements and to repair any damage to the Premises and Building caused by such removal and return the affected portion of the Premises to a Building standard general office condition; provided, however, that Landlord shall not require Tenant to remove upon termination or expiration of this Lease, or condition its approval upon Tenant’s agreement to remove upon termination or expiration of this Lease, any Tenant Improvements constructed pursuant to this Tenant Work Letter (including, without limitation, Larc improvements) which constitute standard, non-extraordinary improvements for ordinary office, laboratory and/or Larc uses in biotech facilitiesamended hereby. Any unused portion of the Tenant Improvement Allowance and/or Electrical Allowance and/or Restroom Allowance remaining as of the date (the “Expansion Allowance Outside Date”) that is not disbursed or allocated for disbursement by December 31twelve (12) months after the Expansion Premises Commencement Date shall remain with Landlord and Tenant shall have no further right thereto. Landlord and Tenant hereby acknowledge and agree that, 2013notwithstanding anything in the Original Lease to the contrary, Tenant shall have the right to use the Electrical Allowance and Restroom Allowance applicable to the 9th floor portion of the Initial Premises (subject to the terms of the Tenant Work Letter attached to the Original Lease) at any time prior to the Expansion Premises Allowance Outside Date (failing which any unused amounts shall revert to Landlord and Tenant shall have no further rights with respect thereto).

Tenant Improvement Allowance. Commencing as of January 1, 2011, Tenant shall be entitled to use a one-time tenant improvement allowance (the “Tenant Improvement Allowance”, as defined ) in the amount set forth in Section 2 13 of this Amendment, the Summary for the costs relating to the initial design and construction of Tenant’s improvements or improvements, which are otherwise “Tenant Improvement Allowance items,” as that term is defined in Section 2.2.1permanently affixed (including furniture, below fixtures and equipment attached to the walls, ceiling or slab) to the Premises (collectively, the “Tenant Improvements”). In no event shall Landlord be obligated to make disbursements pursuant to this Tenant Work Letter or otherwise in connection with Tenant’s construction of the Tenant Improvements or any Tenant Improvement Allowance Items, as defined below, in a total amount which exceeds the sum of Tenant Improvement Allowance. In the event that the Tenant Improvement AllowanceAllowance is not fully utilized by Tenant on or before the first (1st) anniversary of the Lease Commencement Date, then such unused amounts shall revert to Landlord, and Tenant shall have no further rights with respect thereto. Any Tenant Improvements that require the use of Building risers, raceways, shafts and/or conduits, shall be subject to Landlord’s reasonable rules, regulations, and restrictions, including the requirement that any cabling infrastructure designer must be selected from a list provided by Landlord, and that the amount and location of any such cabling must be approved by Landlord. All Tenant Improvements for which the Tenant Improvement Allowance has been made available shall be deemed Landlord’s property under the terms of the Lease; provided, however, Landlord may, by written notice to Tenant given concurrently with Landlord’s approval of the “Final Working Drawings”, as that term is defined in Section 3.3, below, require Tenant, prior to the end of the Lease Term Term, or promptly given following any earlier termination of this Lease, require Tenant, at Tenant’s expense, to remove any Tenant Improvements and to repair any damage to the Premises and Building caused by such removal and return the affected portion of the Premises to a Building standard general office conditiontheir condition existing prior to the installment of such Tenant Improvements; providedPROVIDED FURTHER; HOWEVER, howeverTHAT (i) NOTWITHSTANDING THE FOREGOING, that Landlord UPON REQUEST BY TENANT AT THE TIME OF TENANT’S REQUEST FOR LANDLORD’S APPROVAL OF THE “FINAL WORKING DRAWINGS, AS THAT TERM IS DEFINED IN SECTION 3.3, BELOW, LANDLORD SHALL NOTIFY TENANT WHETHER ALL OR ANY PORTION OF THE TENANT IMPROVEMENTS WILL BE REQUIRED TO BE REMOVED PURSUANT TO THE TERMS OF THIS SECTION 2.1, (ii) in no event shall not require Tenant be required to remove upon termination or expiration of this Lease, or condition its approval upon Tenant’s agreement to remove upon termination or expiration of this Lease, any Tenant Improvements constructed which (a) are normal and customary business office improvements, (b) do not affect the Base Building, and (c) cannot be seen from the exterior of the Premises, and (iii) in no event shall Tenant be required to remove the catering kitchen permitted pursuant to this Tenant Work Letter (including, without limitation, Larc improvements) which constitute standard, non-extraordinary improvements for ordinary office, laboratory and/or Larc uses in biotech facilities. Any portion the terms of Section 5.1 of the Tenant Improvement Allowance that is not disbursed or allocated for disbursement by December 31, 2013, shall revert to Landlord and Tenant shall have no further rights with respect theretoLease.

Tenant Improvement Allowance. Commencing In addition to the turn-key preparation of the Landlord Work, an amount not to exceed $410,670.00 may be applied by Tenant for various expenses as provided in Section 1.07 of January 1the Lease. As applicable, 2011Tenant acknowledges that any request for payment of the Improvement Allowance must be delivered to Landlord together with executed lien waivers, contractor’s statements and/or invoices and owner’s statements covering the work for which reimbursement is then being requested and any other documents reasonably requested by Landlord as evidence that the work and/or equipment has been completed and paid for, and Landlord shall thereafter disburse such portion of the remaining Improvement Allowance within thirty (30) days after the Landlord’s receipt of all required documentation. Notwithstanding any provision to the contrary set forth in this Lease, Tenant shall not be entitled to use any remaining portion of the “Tenant un-disbursed Improvement Allowance”, as defined in Section 2 of this Amendment, for the costs relating Allowance to the design and construction of Tenant’s improvements or which are otherwise “extent Tenant Improvement Allowance items,” as that term is defined in Section 2.2.1, below (collectively, does not request the “Tenant Improvements”). In no event shall Landlord be obligated same prior to make disbursements pursuant to this Tenant Work Letter or otherwise in connection with Tenant’s construction the expiration of the Tenant Improvements or any Tenant Improvement Allowance Itemseighteenth (18th) Lease Month. Those certain plans dated June 5, as defined below2009, in a total amount which exceeds the sum of the Tenant Improvement Allowance. All revised June 12, 2009, prepared by Xxxxx Xxxxxx Associates, Inc., entitled Tenant Improvements for which BitStream Inc., 000 Xxxxxxxxx Xxxx, Marlborough, Massachusetts. Date Tenant Address Re: Commencement Letter with respect to that certain Lease dated as of the Tenant Improvement Allowance has been made available shall be deemed 22nd day of June, 2009, by and between Normandy Xxxxxxxxx Road, LLC, as Landlord’s property under , and Bitstream Inc., as Tenant, for 27,378 rentable square feet on the second floor of the Building located at 000 Xxxxxxxxx Xxxx, Marlborough, Massachusetts 01752. Dear : In accordance with the terms and conditions of the above referenced Lease; provided, however, Landlord may, by written notice to Tenant given concurrently with Landlord’s approval accepts possession of the “Final Working Drawings”, as that term Premises and agrees: 1. The Commencement Date is defined in Section 3.3, below, require Tenant, prior to the end ; 2. The Termination Date of the Lease Term or promptly following any earlier termination is . Please acknowledge your acceptance of possession and agreement to the terms set forth above by signing all 3 counterparts of this LeaseCommencement Letter in the space provided and returning 2 fully executed counterparts to my attention. Sincerely, at Authorized Signatory Agreed and Accepted: Tenant’s expense: BITSTREAM, to remove any Tenant Improvements and to repair any damage to the Premises and Building caused by such removal and return the affected portion of the Premises to a Building standard general office condition; provided, however, that Landlord shall not require Tenant to remove upon termination or expiration of this Lease, or condition its approval upon Tenant’s agreement to remove upon termination or expiration of this Lease, any Tenant Improvements constructed pursuant to this Tenant Work Letter (including, without limitation, Larc improvements) which constitute standard, non-extraordinary improvements for ordinary office, laboratory and/or Larc uses in biotech facilitiesINC. Any portion of the Tenant Improvement Allowance that is not disbursed or allocated for disbursement by December 31, 2013, shall revert to Landlord and Tenant shall have no further rights with respect thereto.By: Name: Title: Date:

Tenant Improvement Allowance. Commencing as It is agreed and understood that pursuant to the Original Lease Landlord previously provided Tenant a Tenant Improvement Allowance in connection with the construction of January 1Tenant Improvements within the Building, 2011including within the Leased Premises, Tenant shall be entitled to use in the amount of One Million Five Hundred and Fifteen Thousand Seven Hundred and Forty and 72/00 Dollars (the “Tenant Improvement Allowance”), receipt and sufficiency of which is hereby acknowledged by Tenant, used by Tenant for space planning, preparation of the Tenant Improvement Plans (as defined in Section 2 of this Amendmentdescribed below), for the costs relating architectural and engineering services related to the design Tenant Improvement Plans, permitting required in connection with the Tenant Improvement Plans, leasehold improvements (including modifications to the existing building specifications required as a result of the Tenant Improvement Plans), Tenant’s building signage, and other costs incurred by Landlord in connection with the Tenant Improvement Plans or construction of the Tenant’s Improvements. Accordingly, Landlord shall not provide any additional allowance for improvements or alterations to the Leased Premises in connection with this Lease. In the event of Tenant’s improvements or which are otherwise “Tenant Improvement Allowance items,” as that full and faithful compliance with each and every term is defined in Section 2.2.1, below (collectively, and condition of this Lease the “Tenant Improvements”). In no event Landlord shall Landlord not be obligated entitled to make disbursements pursuant to this Tenant Work Letter or otherwise in connection with Tenant’s construction of the Tenant Improvements or any Tenant Improvement Allowance Items, as defined below, in a total amount which exceeds the sum return of the Tenant Improvement Allowance. All , however in the event of Tenant’s abandonment of the Leased Premises or Tenant’s Default hereunder resulting in Tenant Improvements being evicted from the Leased Premises (as evidenced by court order or Landlord’s Notice of Default and Termination as provided for which herein) within five (5) years of the Lease Commencement Date Landlord shall, among other remedies provided for in this Lease, be entitled to the full and immediate repayment of the Tenant Improvement Allowance has been made available which Tenant shall be deemed Landlord’s property under repay to Landlord upon demand therefore. However, it is agreed and understood that the terms of the Lease; provided, however, Landlord may, by written notice to Tenant given concurrently with Landlord’s approval of the “Final Working Drawings”, as that term is defined in Section 3.3, below, require Tenant, prior to the end of the Lease Term or promptly following any earlier termination of this Lease, at Tenant’s expense, to remove any Tenant Improvements and to repair any damage to the Premises and Building caused by such removal and return the affected portion of the Premises to a Building standard general office condition; provided, however, that Landlord shall not require Tenant to remove upon termination or expiration of this Lease, or condition its approval upon Tenant’s agreement to remove upon termination or expiration of this Lease, any Tenant Improvements constructed pursuant to this Tenant Work Letter (including, without limitation, Larc improvements) which constitute standard, non-extraordinary improvements for ordinary office, laboratory and/or Larc uses in biotech facilities. Any portion amount of the Tenant Improvement Allowance that is not disbursed or allocated for disbursement Tenant shall be required to repay to Landlord, as required by December 31, 2013this provision, shall revert to Landlord be reduced by one hundred and Tenant shall have no further rights with respect theretofifty thousand dollars ($150,000.00) on each anniversary of the Lease Commencement Date hereunder.

Tenant Improvement Allowance. Commencing as of January 1, 2011, Landlord agrees to reimburse Tenant shall be entitled to use the “Tenant Improvement Allowance”, as defined in Section 2 of this Amendment, for the costs relating and expenses paid or incurred by Tenant in making certain improvements to the design and construction of Tenant’s improvements or which are otherwise “Tenant Improvement Allowance items,” as that term is defined Premises in Section 2.2.1, below an amount up to but not exceeding Eighty-Eight Thousand Nine Hundred Thirty Dollars (collectively, $88,930.00) (the “Tenant Improvements”"Allowance"). In no the event Tenant's actual improvement costs shall be less than the Allowance, then Landlord shall apply the difference between Tenant's actual improvement costs and expenses and the Allowance as a partial credit against the amount of Base Rent then due and payable under Section 5.1. All improvements shall be obligated made in accordance with SECTION 9 of the Lease. Tenant shall have the right to engage its internal personnel to make disbursements pursuant the improvements to this the Premises which are non-structural in nature and do not affect any of the mechanical, electrical, or plumbing systems serving the Premises. The Allowance will be disbursed in accordance with the following provisions: (a) Fifty percent (50%) of the Allowance shall be paid by Landlord to Tenant Work Letter upon completion of fifty percent (50%) of Tenant's Work, to reimburse Tenant for amounts actually paid by Tenant in connection therewith to Tenant's vendors, suppliers or otherwise contractors, provided that Landlord shall have received (i) a certificate signed by Tenant and Tenant's architect setting forth (a) that the sum then requested was paid by Tenant to contractors, subcontractors, materialmen, engineers and other persons who have rendered services or furnished materials in connection with Tenant’s construction work on the Tenant Work, (b) a complete description of such services and materials and the amounts paid or to be paid to each of such persons in respect thereof, and (c) that the work described in the certificate has been completed substantially in accordance with the Approved Plans and Specifications and (ii) paid receipts or such other proof of payment as Landlord shall reasonably require for all such work completed. Landlord shall reimburse Tenant within thirty (30) days after Landlord's receipt of a written request for reimbursement from Tenant and shall debit the Allowance therefor. (b) The portion of Allowance not advanced pursuant to subsection (a) above shall be paid by Landlord to Tenant upon completion of the Tenant's Work, to reimburse Tenant Improvements for amounts actually paid by Tenant in connection therewith to Tenant's vendors, suppliers or contractors, provided that Landlord shall have received (i) a certificate in accordance with the requirements of subsection (a) above, accompanied by lien waivers satisfactory to Landlord executed by any contractors or subcontractors for whose labor or material Tenant Improvement Allowance Itemshas previously been reimbursed pursuant to subsection (a) above, (ii) paid receipts or such other proof of payment as defined below, in a total amount which exceeds the sum of the Tenant Improvement Allowance. All Tenant Improvements for which the Tenant Improvement Allowance Landlord shall reasonably require evidencing that final payment has been made available shall be deemed Landlord’s property under for all materials and labor furnished in connection with the terms Tenant Work, and (iii) a copy of the Lease; provided, however, Landlord may, by written notice to a final unconditional certificate of occupancy evidencing that Tenant given concurrently with Landlord’s approval of the “Final Working Drawings”, as that term is defined in Section 3.3, below, require Tenant, prior to the end of the Lease Term or promptly following any earlier termination of this Lease, at Tenant’s expense, to remove any Tenant Improvements and to repair any damage to the Premises and Building caused by such removal and return the affected portion may commence occupancy of the Premises to a Building standard general office condition; provided, however, that Landlord shall not require Tenant to remove upon termination or expiration of for all purposes set forth in this Lease, or condition its approval upon Tenant’s agreement to remove upon termination or expiration of this Lease, any Tenant Improvements constructed pursuant to this Tenant Work Letter (including, without limitation, Larc improvements) which constitute standard, non-extraordinary improvements for ordinary office, laboratory and/or Larc uses in biotech facilities. Any portion of the Tenant Improvement Allowance that is not disbursed or allocated for disbursement by December 31, 2013, shall revert to Landlord and Tenant shall have no further rights with respect thereto.

Tenant Improvement Allowance. Commencing as of January 1Provided Tenant is not in default under this Lease beyond any applicable cure period, 2011, Landlord hereby grants to Tenant shall be entitled to use the “Tenant Improvement Allowance, for use to reimburse Tenant for actual out-of-pocket costs incurred and paid for by Tenant during the period commencing on the Lease Commencement Date and expiring on November 30, 2015 (the “TI Allowance Period”, as defined ) in Section 2 connection with the improvement and/or refurbishment of the Premises pursuant to and in accordance with the terms of this Amendment, for the costs relating to the design and construction of Tenant’s improvements or which are otherwise “Tenant Improvement Allowance items,” as that term is defined in Section 2.2.1, below Article 8 (collectively, the “Tenant Improvements”); provided that Tenant may only apply up to an aggregate amount of the Tenant Improvement Allowance equal to $3.00 per rentable square foot of the Premises toward the cost of professional fees (such as engineers, architects, space planners and interior designers), subject to and conditioned upon Landlord’s receipt of all information (including mechanics lien releases, if applicable) reasonably requested by Landlord. In no event shall Landlord be obligated to make disbursements pursuant to this Any costs incurred by Tenant Work Letter or otherwise in excess of the Tenant Improvement Allowance in connection with Tenant’s construction the performance of the Tenant Improvements or any shall be the sole responsibility of Tenant. Following Tenant’s substantial completion of the Tenant Improvement Improvements, Landlord shall reimburse Tenant for the reasonable, actual, third-party, out-of-pocket costs (which costs may include, without limitation, labor and materials costs, professional fees (such as engineers, architects, space planners and interior designers and permitting fees)) incurred by Tenant during the TI Allowance Items, as defined below, Period in a total performing the Tenant Improvements (up to the amount which exceeds the sum of the Tenant Improvement Allowance. All , but after first subtracting a construction oversight fee equal to five percent (5%) of the total cost of the Tenant Improvements) within thirty (30) days following Landlord’s receipt from Tenant of evidence reasonably satisfactory to Landlord that Tenant has paid for and completed the Tenant Improvements for which in full and in accordance with the terms hereof and that there will be no liens recorded against the Building arising out of or relating to the Tenant Improvement Allowance has been made available Improvements, which evidence shall be deemed Landlordinclude: (a) properly executed, unconditional final mechanic’s property under lien releases from Tenant’s architect/space planner, engineers, consultants, contractors, vendors, subcontractors, laborers, and material suppliers retained and/or used by Tenant (“Tenant’s Agents”), showing the terms amounts paid, in compliance with California Civil Code Sections 8132, 8134, 8136 and 8138; (b) Tenant’s contractor’s last application and certificate for payment (AIA form G702 1992 or equivalent) signed by Tenant’s architect/space planner; (c) a breakdown sheet (AJA form 0703 1992 or equivalent); (d) original stamped building permit plans; (e) copy of the Leasebuilding permit; provided, however, Landlord may, by written notice to Tenant given concurrently (f) original stamped building permit inspection card with Landlord’s approval all final sign-offs; (g) full size bond copies and a CD R disk containing electronic files of the “Final Working Drawings”, as that term is defined in Section 3.3, below, require Tenant, prior to the end built” drawings of the Lease Term or promptly following any earlier termination of this LeaseTenant Improvements in both “dwg” and “pdf’ formats, at from Tenant’s expensearchitect/space planner for architectural drawings, to remove any and from Tenant’s contractor for all other trades; (h) air balance reports; (i) excess energy use calculations; (i) one year warranty letters from Tenant’s Agents; (k) manufacturer’s warranties and operating instructions; (l) final punchlist completed and signed off by Tenant and Tenant’s architect/space planner; (m) letters of compliance from Tenant’s engineers stating that the engineers have inspected the Tenant Improvements and to repair that they comply with the engineers’ drawings and specifications; (n) a copy of the recorded Notice of Completion; and (o) a final list of all contractors/vendors/consultants retained by Tenant in connection with the Tenant Improvements and any damage to other improvements in the Premises and Building caused by such removal and return the affected portion of the Premises to a Building standard general office condition; provided, however, that Landlord shall not require Tenant to remove upon termination or expiration of this Lease, or condition its approval upon Tenant’s agreement to remove upon termination or expiration of this Lease, any Tenant Improvements constructed pursuant to this Section 8.6, which final list shall set forth the full legal name, address, contact name (with telephone/fax/e mail addresses) and the total price paid by Tenant Work Letter (includingfor goods and services to each of such contractors/vendors/consultants; provided that Landlord has determined that no substandard work exists which adversely affects the mechanical, without limitationelectrical, Larc improvements) which constitute standardplumbing, nonheating, ventilating and air conditioning, life-extraordinary improvements for ordinary officesafety or other systems of the Building, laboratory and/or Larc uses the curtain wall of the Building, the structure or exterior appearance of the Building, or any other tenant’s use of such other tenant’s leased premises in biotech facilitiesthe Building. Any Landlord shall have no obligation to disburse any portion of the Tenant Improvement Allowance with respect to any Tenant Improvements that is not disbursed or allocated for disbursement by December 31are performed after the expiration of the TI Allowance Period, 2013, and any such unused amounts of the Tenant Improvement Allowance as of the end of the TI Allowance Period shall revert to Landlord and Tenant shall have no further rights with respect thereto.

Tenant Improvement Allowance. Commencing Landlord will contribute to the costs of designing the Tenant Improvements and performing the Tenant Improvement Work, as depicted on the Approved TI Construction Drawings and any approved Plan Modifications, to the extent of January 1, 2011, the lesser of (a) Thirteen Million Nine Hundred Fifty Three Thousand Six Hundred Sixty and 00/100 Dollars ($13,953,660.00) (calculated at the rate of $70.00 per square foot of rentable area in the Premises) or (b) the actual cost of Permitted Allowance Items (as hereinafter defined) for the Tenant shall be entitled to use Improvement Work (the “Tenant Improvement Allowance”, as defined ). Tenant shall pay all costs in Section 2 excess of this Amendment, for the costs relating to the design and construction of Tenant’s improvements or which are otherwise “Tenant Improvement Allowance items,” as that term is defined in Section 2.2.1, below (collectively, for the “design of the Tenant Improvements”)Improvements and performance of the Tenant Improvement Work. In no event shall Landlord be obligated to make disbursements pursuant to this Tenant Work Letter or otherwise Agreement in connection with Tenant’s construction of the Tenant Improvements or any Tenant Improvement Allowance Items, as defined below, in a total an amount which exceeds the sum of the Tenant Improvement Allowance. All costs associated with the construction of the Tenant Improvements for which the Tenant Improvement Allowance has been made available shall be deemed Landlord’s property under the terms of the Lease; provided, however, shared with Landlord may, by written notice to on an “open-book” basis promptly upon request. Tenant given concurrently with Landlord’s approval of the “Final Working Drawings”, as that term is defined in Section 3.3, below, require Tenant, prior to the end of the Lease Term or promptly following any earlier termination of this Lease, at Tenant’s expense, to remove any Tenant Improvements and to repair any damage to the Premises and Building caused by such removal and return the affected portion of the Premises shall not be entitled to a Building standard general office condition; provided, however, that Landlord shall not require Tenant to remove upon termination or expiration of this Lease, or condition its approval upon Tenant’s agreement to remove upon termination or expiration of this Lease, credit for any Tenant Improvements constructed pursuant to this Tenant Work Letter (including, without limitation, Larc improvements) which constitute standard, non-extraordinary improvements for ordinary office, laboratory and/or Larc uses in biotech facilities. Any unused portion of the Tenant Improvement Allowance that is not disbursed in the form of a rent credit, rent abatement or allocated for disbursement by December 31otherwise. Notwithstanding Tenant’s election to initially occupy only one (1) floor of the Premises, 2013, shall revert to Landlord and Tenant shall have no further rights with respect theretoconstruct Tenant Improvements to the entirety of the Premises and the Tenant Improvement Allowance shall be equitably allocated to Tenant Improvements on each of the floors of the Premises.

Tenant Improvement Allowance. Commencing as of January 1, 2011, Landlord and Tenant shall be entitled to use the “Tenant Improvement Allowance”, as defined in Section 2 of this Amendment, for the costs relating to the design and construction of Tenant’s improvements or which are otherwise “Tenant Improvement Allowance items,” as that term is defined in Section 2.2.1, below (collectively, the “Tenant Improvements”). In no event shall Landlord be obligated to make disbursements pursuant to this Tenant Work Letter or otherwise in connection with Tenant’s construction of the Tenant Improvements or any Tenant Improvement Allowance Items, as defined below, in a total amount which exceeds the sum of the Tenant Improvement Allowance. All Tenant Improvements for which hereby acknowledge the Tenant Improvement Allowance has been which Landlord made available to Tenant pursuant to Section VI of the Fifth Amendment (the “Fifth Floor TI Allowance”). Notwithstanding the early termination of the Lease Term as it relates to the Existing Fifth Floor space, as such early termination is more fully described in Section VI of this Sixth Amendment above, in the event that any of the Fifth Floor TI Allowance remains un-advanced by Landlord to Tenant upon the Existing Fifth Floor Space Lease Expiration Date as such is defined above (such un-used TI being referred to herein as the “Un-Used Fifth Floor TI”), Landlord hereby agrees to make such Un-Used Fifth Floor TI available to Tenant for Tenant’s use in defraying the total cost of any approved Tenant Alterations made by Tenant to Suite 500. The terms regarding the availability of any Un-Used Fifth Floor TI shall continue to specify, per the agreed terms of Section VI of the Fifth Amendment, that an $18,500.00 portion thereof shall only be made available by Landlord to Tenant if Tenant, in writing, conclusively waives its right, via formal written notice to Landlord, to terminate the Lease Term as it relates to the Suite 500 early, as outlined in Section IV above. Any improvements Tenant shall make to Suite 500 and any advancements by Landlord to Tenant of the Un-Used Fifth Floor TI funds shall be deemed Landlord’s property under pursuant to the terms of the Lease; provided, however, Landlord may, by written notice to Tenant given concurrently with Landlord’s approval of the “Final Working Drawings”, as that term is defined in Section 3.3, below, require Tenant, prior Workletter attached to the end of the Lease Term or promptly following any earlier termination of this Lease, at Tenant’s expense, to remove any Tenant Improvements and to repair any damage to the Premises and Building caused by such removal and return the affected portion of the Premises to a Building standard general office condition; provided, however, that Landlord shall not require Tenant to remove upon termination or expiration of this Lease, or condition its approval upon Tenant’s agreement to remove upon termination or expiration of this Lease, any Tenant Improvements constructed pursuant to this Tenant Work Letter (including, without limitation, Larc improvements) which constitute standard, non-extraordinary improvements for ordinary office, laboratory and/or Larc uses in biotech facilities. Any portion of the Tenant Improvement Allowance that is not disbursed or allocated for disbursement by December 31, 2013, shall revert to Landlord and Tenant shall have no further rights with respect thereto.

Tenant Improvement Allowance. Commencing as of January 1, 2011, Tenant shall be entitled to use a one-time improvement allowance (the “"Tenant Improvement Allowance”") in the amount of One Million Eight Hundred Forty-One Thousand Four Hundred and 00/100 Dollars ($1,841,400.00) (i.e., as defined in Section 2 Thirty and 00/100 Dollars ($30.00) per rentable square foot of this Amendmentthe entire Premises), for the costs relating to the initial design and construction of Tenant’s improvements 's improvements, which are permanently affixed to the Premises (i.e., the Existing Premises and the Expansion Premises) or which are otherwise “"Tenant Improvement Allowance itemsItems,” " as that term is defined in Section 2.2.1, below (collectively, the “"Tenant Improvements”"). In no event shall Landlord be obligated to make disbursements pursuant to this Tenant Work Letter or otherwise in connection with Tenant’s 's construction of the Tenant Improvements or any Tenant Improvement Allowance Items, as defined below, in a total amount which exceeds the sum of the Tenant Improvement Allowance, except as required by the warranty provisions of Section 1, above. All Tenant Improvements for which the Tenant Improvement Allowance has been made available shall be deemed Landlord’s 's property under the terms of the Lease; provided, however, Landlord maynotwithstanding any contrary provision contained in the Lease, by written notice to Tenant given concurrently with Landlord’s approval upon the expiration or earlier termination of the “Expansion Term, Tenant shall not be required to remove the Tenant Improvements installed within the Premises which are installed in accordance with the "Final Working Drawings”", as that term is defined in Section 3.3, below. The Tenant Improvement Allowance shall be available for use by Tenant from and after the Expansion Commencement Date, require Tenant, prior to the end of the Lease Term or promptly following and any earlier termination of this Lease, at Tenant’s expense, to remove any Tenant Improvements and to repair any damage to the Premises and Building caused by such removal and return the affected portion of the Premises to a Building standard general office condition; provided, however, that Landlord shall not require Tenant to remove upon termination or expiration of this Lease, or condition its approval upon Tenant’s agreement to remove upon termination or expiration of this Lease, any Tenant Improvements constructed pursuant to this Tenant Work Letter (including, without limitation, Larc improvements) which constitute standard, non-extraordinary improvements for ordinary office, laboratory and/or Larc uses in biotech facilities. Any portion of the Tenant Improvement Allowance that is not disbursed or allocated for disbursement by December March 31, 20132016, shall revert to Landlord and Tenant shall have no further rights with respect thereto.

Tenant Improvement Allowance. Commencing as of January 1, 2011, (a) Tenant shall be entitled pay for all Tenant Improvements, except that Landlord shall provide to use Tenant an allowance (the “Tenant Improvement Allowance”, as defined ) in Section 2 the amount of this Amendment, for Forty Five Dollars ($45.00) per rental square foot of the costs relating to the design and construction of Tenant’s improvements or which are otherwise “Building. The Tenant Improvement Allowance items,” as that term is defined in Section 2.2.1, below (collectively, the “may be used by Tenant Improvements”). In no event shall Landlord be obligated to make disbursements pursuant to this for any costs incurred by Tenant Work Letter or otherwise in connection with Tenant’s the design, permitting, management (including fees paid to a third party construction manager) and construction of the Tenant Improvements or (including any installation costs of Tenant’s fixtures and equipment, but not including the purchase price of such items). (b) Landlord shall pay to Tenant the Tenant Improvement Allowance Items, as defined below, in a total amount which exceeds accordance with the sum following provisions: (i) fifty percent (50%) of the Tenant Improvement Allowance. All Allowance shall be paid at such time as fifty percent (50%) or more of the cost of the Tenant Improvements Improvements, as such costs are estimated or fixed in the agreement between Tenant and Tenant’s Contractor, are due and payable in accordance with invoices delivered to Tenant, which invoices have been approved for payment in writing by Tenant’s architect (a copy of which shall be delivered to Landlord), and (ii) fifty percent (50%) of the Tenant Improvement Allowance has been made available shall be deemed paid upon completion of the Tenant Improvements and delivery to Landlord of an invoice together with appropriate lien release documentation evidencing the full payment by Tenant and Contractor of all costs of the Tenant Improvements. Landlord will pay the invoice within thirty (30) days after Landlord’s property under the terms receipt of the LeaseTenant’s invoice and documentation; provided, however, to the extent that the total cost of the Tenant Improvements is less than the Tenant Improvement Allowance, Landlord may, by written notice shall have no obligation to provide to Tenant given concurrently with Landlord’s approval of the “Final Working Drawings”, as that term is defined in Section 3.3, below, require Tenant, prior to the end of the Lease Term or promptly following any earlier termination of this Lease, at Tenant’s expense, to remove any Tenant Improvements and to repair any damage to the Premises and Building caused by such removal and return the affected portion of the Premises to a Building standard general office condition; provided, however, that Landlord shall not require Tenant to remove upon termination or expiration of this Lease, or condition its approval upon Tenant’s agreement to remove upon termination or expiration of this Lease, any Tenant Improvements constructed pursuant to this Tenant Work Letter (including, without limitation, Larc improvements) which constitute standard, non-extraordinary improvements for ordinary office, laboratory and/or Larc uses in biotech facilities. Any portion of the Tenant Improvement Allowance that is not disbursed or allocated for disbursement by December 31exceeds the actual cost of the Tenant Improvements. If Landlord fails to fund any portion of the Tenant Improvement Allowance as required under this Work Letter, 2013, shall revert to Landlord and then Tenant shall have no further rights with respect theretomay offset such amount against Rent.

Tenant Improvement Allowance. Commencing 6.1. As soon as reasonably feasible during the design period, but in no event later than submission of January 1, 2011Final Plans for Landlord, Tenant shall submit to Landlord for its review and approval which shall not be entitled unreasonably withheld a detailed cost breakdown of design and construction costs for the Improvements (the “Construction Budget”). In the event that the Tenant requests any changes to use the Final Plans, Tenant shall submit a revised Construction Budget for Landlord’s review and approval. 6.2. Subject to the terms and conditions of this Section 6, Landlord shall reimburse Tenant or pay as set forth herein, up to a maximum amount of Four Million Five Hundred Seventy Nine Thousand Eight Hundred Six and 50/100 Dollars ($4,579,806.50) (the “Tenant Improvement Allowance”, as defined in Section 2 of this Amendment, ) for the costs relating to the design and construction of Tenant’s improvements or the Improvements, including without limitation, all architectural and engineering fees incurred in connection therewith, permits and other fees payable to governmental agencies, cabling, moving costs, signage, FF&E and consulting fees, and sums payable to Landlord in connection herewith. To the extent Tenant does not use the entire Tenant Improvement Allowance, any excess may be credited toward Base Monthly Rent owed during the initial twenty-four (24) months of the Lease Term, which are otherwise “twenty-four (24) month period shall expire on March 15, 2008. Tenant shall bear the cost of all Improvements in excess of the Tenant Improvement Allowance items,” as that term is defined in Section 2.2.1, below (collectively, the “Tenant Improvements”). In no event shall Landlord be obligated to make disbursements pursuant to this Tenant Work Letter or otherwise in connection with Tenant’s construction Excess Costs”) and shall pay such excess as and when incurred; provided however, if such Tenant’s Excess Costs are part of the Tenant Improvements or any Tenant Improvement Allowance ItemsConstruction Budget submitted to Landlord with the Final Plans, as defined below, in a total amount which exceeds then the sum Tenant’s Excess Costs may be prorated with each payment of the Tenant Improvement Allowance. All Landlord shall pay a share of each progress billing from the General Contractor, Tenant’s Architect and Tenant’s Engineers determined by multiplying the amount of such billing by a fraction, the numerator of which is the amount of the Tenant Improvement Allowance, and the denominator of which is the sum of the estimated cost of all the Improvements as set forth on the Construction Budget (as may be revised from time to time); provided however, Landlord will retain an amount equal to ten percent (10%) of any such payment (the “Retained Amount”). The Retained Amount shall be paid by Landlord to the General Contractor upon completion of the Improvements and satisfaction of the conditions set forth in Section 6.3 below. Tenant shall pay the balance of such progress billing as and when due, provided that at such time as Landlord has paid the entire Tenant Improvement Allowance on account of the Improvements, all further bxxxxxxx shall be paid entirely by Tenant as and when due. If upon completion of the Improvements in the Leased Premises and payment in full of the Tenant Work, the portion of the costs theretofore paid by Landlord is less than the Tenant Improvement Allowance, Landlord shall reimburse Tenant for its pro-rata costs expended pursuant to this Section 6 by Tenant up to the amount by which the Tenant Improvement Allowance has been made available shall be deemed exceeds the portion of such cost theretofore paid by Landlord’s property under the terms , with any remaining balance applied as set forth in Section 6.2 of the Lease; provided, however. Except as expressly provided herein, Landlord mayshall have no further obligation to disburse any additional monies to Tenant, by written notice with respect to the Tenant Improvement Allowance, the Improvements or the reimbursement under this Section 6. 6.3. Provided no default shall then exist under the Lease from and after the date hereof, Landlord shall make advances to Tenant given concurrently with Landlord’s approval of the “Final Working Drawings”Tenant Improvement Allowance or, as that term is defined in Section 3.3, below, require at the direction of Tenant, prior shall pay the Tenant Improvement Allowance directly to the end of the Lease Term or promptly following General Contractor, any earlier termination of this Leasesubcontractor, at Tenant’s expense, to remove any Tenant Improvements and to repair any damage to the Premises and Building caused by such removal and return the affected portion of the Premises to a Building standard general office condition; provided, however, that Landlord shall not require Tenant to remove upon termination Architect or expiration of this Lease, or condition its approval upon Tenant’s agreement to remove Engineer or other service provider, upon termination presentation of invoices from Tenant or expiration of this Leasethe person performing the work or rendering the service and such reasonable supporting documentation as Landlord may reasonably require, any Tenant Improvements constructed pursuant to this Tenant Work Letter (including, without limitation, Larc improvements) which constitute standard, non-extraordinary improvements for ordinary office, laboratory and/or Larc uses in biotech facilitiesmechanics’ lien releases and certificates of payment issued by the Tenant’s Architect. Any portion Invoices that are submitted and approved by Landlord as of the Tenant Improvement Allowance that fifteenth (15th) day of each month shall be paid on or before the day which is not disbursed or allocated for disbursement by December 31, 2013, shall revert to Landlord and Tenant shall have no further rights with respect theretothirty (30) days thereafter.

Tenant Improvement Allowance. Commencing as of January 1, 2011, Tenant shall be entitled to use a one-time tenant improvement allowance (the “"Tenant Improvement Allowance”") in the amount of up to, as defined but not exceeding $30.00 per rentable square foot of the Premises (i.e., up to $589,020.00, based on 19,634 rentable square feet in Section 2 of this Amendmentthe Premises), for the all hard and soft costs relating to the design and construction of Tenant’s 's improvements or which are otherwise “permanently affixed to the Premises (the "Tenant Improvements"); provided, however, that Landlord shall have no obligation to disburse all or any portion of the Tenant Improvement Allowance items,” as that term is defined in to Tenant unless Tenant makes a request for disbursement pursuant to the terms and conditions of Section 2.2.12.2 below prior to June 30, below (collectively, the “Tenant Improvements”)2019. In no event shall Landlord be obligated to make disbursements pursuant to this Tenant Work Letter or otherwise in connection with Tenant’s construction of the Tenant Improvements or any Tenant Improvement Allowance Items, as defined below, in a total amount which exceeds the sum Tenant Improvement Allowance. So long as no Event of Default exists under the Lease, Tenant may by written request to Landlord apply any unused portion of the Tenant Improvement Allowance as a credit against Base Rent due under the Lease prior to June 30, 2019. As used in this Tenant Work Letter, the term "unused portion of the Tenant Improvement Allowance. All Tenant Improvements for which the Tenant Improvement Allowance has been made available shall be deemed Landlord’s property under the terms of the Lease; provided, however, Landlord may, by written notice to Tenant given concurrently with Landlord’s approval of the “Final Working Drawings”, as " means that term is defined in Section 3.3, below, require Tenant, prior to the end of the Lease Term or promptly following any earlier termination of this Lease, at Tenant’s expense, to remove any Tenant Improvements and to repair any damage to the Premises and Building caused by such removal and return the affected portion of the Premises to a Building standard general office condition; provided, however, that Landlord shall not require Tenant to remove upon termination or expiration of this Lease, or condition its approval upon Tenant’s agreement to remove upon termination or expiration of this Lease, any Tenant Improvements constructed pursuant to this Tenant Work Letter (including, without limitation, Larc improvements) which constitute standard, non-extraordinary improvements for ordinary office, laboratory and/or Larc uses in biotech facilities. Any portion of the Tenant Improvement Allowance that is has not then been disbursed and any other portion of the Tenant Improvement Allowance not necessary to pay the costs of any completed Tenant Improvements that remain unpaid and the costs of any other Tenant Improvements under construction at the time Tenant requests application of those funds as a credit against Base Rent. In no event shall the Tenant Improvement Allowance be used for purposes of constructing improvements in the Premises for purposes of offering space for sublease or allocated for disbursement by December 31, 2013, shall revert to Landlord and Tenant shall have no further rights with respect theretothe benefit of a subtenant.

Tenant Improvement Allowance. Commencing as of January 1, 2011, Tenant shall be entitled to use a tenant improvement allowance for the Expansion Premises in an amount equal to $490,880.00 (the “Tenant Improvement Allowance”, as defined in Section 2 of this Amendment), for the costs relating to the initial design and construction of Tenant’s improvements 's improvements, which are permanently affixed to the Expansion Premises only or which are otherwise “"Tenant Improvement Allowance itemsItems,” " as that term is defined in Section 2.2.1, below (collectively, the “"Tenant Improvements”"). In no event shall Landlord be obligated to make disbursements pursuant to this Tenant Work Letter or otherwise in connection with Tenant’s 's construction of the Tenant Improvements or any Tenant Improvement Allowance Items, as defined below, in a total amount which exceeds the sum of the Tenant Improvement Allowance and, if applicable, the “Additional Improvement Allowance” (as defined in Section 2.5 below. All Tenant Improvements for which the Tenant Improvement Allowance has been made available shall be deemed Landlord’s 's property under the terms of the Lease; provided, however, Landlord may, by written notice to Tenant given concurrently with Landlord’s 's approval of the “"Final Working Drawings”", as that term is defined in Section 3.3, below, require Tenant, prior to the end of the Lease Term Term, or promptly given following any earlier termination of this the Lease, at Tenant’s 's expense, to remove any Tenant Improvements which are “Specialty Improvements” (defined below) and to repair any damage to the Expansion Premises and Expansion Building caused by such removal and return the affected portion of the Expansion Premises to a Building standard general office condition; provided. In connection with the foregoing, however, Landlord hereby agrees that Landlord Tenant shall not require Tenant be obligated to remove upon termination any alterations or expiration of this Leasetenant improvements presently installed in the Expansion Premises. As used herein, or condition its approval upon Tenant’s agreement to remove upon termination or expiration of this Lease, “Specialty Improvements” shall mean any Tenant Improvements constructed pursuant to this Tenant Work Letter (including, without limitation, Larc improvements) which constitute standard, non-extraordinary improvements for ordinary other than normal and customary general office, laboratory and/or Larc uses life science and research and development improvements, and shall expressly include (a) raised floor systems; (b) any showers or similar facilities in biotech facilitiesthe Premises that are not part of the base, shell and core of the Building or which require floor reinforcement or floor penetrations; (c) any staircase; and (d) any installations outside of the Premises, or any areas requiring floor reinforcement, personal baths and showers; and (e) any alterations or Tenant Improvements that adversely affect the Building structure or adversely affect the Building systems. Any portion of the Tenant Improvement Allowance that is not disbursed or allocated for disbursement by December 31, 2013the date (the “Allowance Outside Date”) which is twelve (12) months from the Expansion Possession Date, shall revert to Landlord and Tenant shall have no further rights with respect thereto.

Tenant Improvement Allowance. Commencing as of January 1, 2011, Tenant shall be entitled to use a one-time tenant improvement allowance in an amount equal to Nine Hundred Thirty-Six Thousand, Six Hundred and No/100s Dollars ($936,600.00) for costs and fees related to the design and construction of tenant improvements to the Premises (both to the first (1st) and to the second (2nd) floors of the Building) and for furniture, finishes, fees and project management activities associated with the design and construction of improvements, which designs and plans shall be submitted to the Landlord in advance for approval as described below (the “Tenant Improvement Allowance”); provided, however, that the Tenant Improvement Allowance may be used for multiple projects but must be disbursed in accordance with the terms of this Section 8 no later than the last day of the eighteenth (18th) month following the Expansion Premises Commencement Date (the “Outside Allowance Date”). The construction of any tenant improvements by Landlord shall be performed in accordance with the terms and conditions of Section 10 of the Lease and this Section 8. Upon Tenant’s request that Landlord perform any tenant improvements, Landlord shall prepare a construction schedule that is reasonably acceptable by both parties and Landlord shall use diligent efforts to perform the tenant improvements in accordance with such schedule. To the extent substantial completion of any such tenant improvement is delayed beyond the target date set forth in the approved construction schedule due to Landlord’s (including its contractor’s) delay in completing such work and not solely for any other reason, including, without limitation, a Tenant Delay (as defined in Section 2 the Lease), then in such event, Tenant may xxxxx rent proportionally as to the portion of this Amendmentthe Premises that is unusable for Tenant’s intended use and is not used as a result of the delay in completion of the construction during the period from the target date until such improvement is substantially completed. In connection with construction of the tenant improvements by Landlord, Landlord shall contract with a general contractor selected from a list of competitive bidders who are subject to the reasonable approval of Tenant pursuant to a guaranteed maximum price contract in an amount reasonably approved by Tenant, for the performance of the tenant improvements under the direct supervision of Xxxxxxx Properties, Inc. as construction manager, at a fee equal to five percent (5%) of hard construction costs relating (scope of work to include coordination of architect, engineer, design/build subcontractors, general contractor, submittals for permits, construction and punch list) as a cost of the tenant improvements. The Tenant Improvement Allowance shall be disbursed by Landlord directly to the applicable design professional, contractor, materialman or other laborer in connection with the construction of such tenant improvements. Tenant shall be liable for all fees and costs of the design and construction of Tenant’s any tenant improvements or which are otherwise “Tenant Improvement Allowance items,” as that term is defined in Section 2.2.1, below (collectively, the “Tenant Improvements”). In no event shall Landlord be obligated to make disbursements pursuant to this Tenant Work Letter or otherwise in connection with Tenant’s construction of the Tenant Improvements or any Tenant Improvement Allowance Items, as defined below, in a total amount which exceeds the sum excess of the Tenant Improvement Allowance. All Tenant Improvements for which Allowance once the Tenant Improvement Allowance has been made available disbursed (such difference referred to herein as the “Tenant Improvement Shortfall”). Tenant shall pay the Tenant Improvement Shortfall upon written request from Landlord accompanied by invoices reflecting such amounts due within thirty (30) days following Tenant’s receipt of such payment request. Any tenant improvements constructed by Landlord shall be deemed Landlord’s property under in accordance with the terms and procedure set forth in the first paragraph of Section 5.2 of the Lease (except that references therein to the Preliminary Plans shall be preliminary plans provided by Tenant and the Final Cost Estimate shall be to a cost estimate provided by Landlord based on the Final Plans) and Section 5.3 of the Lease; provided, however, Landlord may, by written notice to Tenant given concurrently with Landlord’s approval of the “Final Working Drawings”, as that term is defined in Section 3.3, below, require Tenant, prior to the end of the Lease Term or promptly following any earlier termination of this Lease, at Tenant’s expense, to remove any Tenant Improvements and to repair any damage to the Premises and Building caused by such removal and return the affected portion of the Premises to a Building standard general office condition; provided, however, that Landlord shall not require Tenant have no obligation to remove upon termination or expiration of this Lease, or condition its approval upon Tenant’s agreement to remove upon termination or expiration of this Lease, deliver the Expansion Premises with any Tenant Improvements constructed pursuant to this Tenant Work Letter (including, without limitation, Larc improvements) which constitute standard, non-extraordinary tenant improvements for ordinary office, laboratory and/or Larc uses in biotech facilitiescompleted by the Expansion Premises Commencement Date. Any portion of the Tenant Improvement Allowance that is not disbursed or allocated for disbursement by December 31, 2013, shall revert to Landlord and Tenant shall have no further rights obligation to remove any such tenant improvements from the Premises upon the termination of the Lease unless (a) such improvements are inconsistent with respect theretoa normal office or laboratory build-out and (b) Landlord notifies Tenant in writing at the time it delivers to Tenant the final plans for such improvements that such improvements need to be restored. Subject to its review and approval of more detailed plans therefor, Landlord approves of the tenant improvements described in the plan attached as Exhibit “B” and agrees that such improvements and all alterations and improvements existing in the Premises as of the date hereof may be surrendered upon the termination of the Lease.

Tenant Improvement Allowance. Commencing Tenant shall be paid or credited by Landlord with an allowance (the "TENANT IMPROVEMENT ALLOWANCE") of One Million Two Hundred Ninety-Two Thousand Three Hundred Forty Dollars ($1,292,340) in accordance with the Allowance Schedule (defined below), which reflects Twelve Dollars ($12.00) per square foot of Rentable Area. The Tenant Improvement Allowance may be used for (a) the purchase, installation and construction of Tenant Work which constitutes permanent improvements to the Premises, including, without limitation, carpeting, (b) built-in furniture, trade fixtures and equipment, including telephone, computer and data communications equipment, all of which will be surrendered to Landlord with the Premises upon expiration of the Lease, and (c) space planning, design and engineering fees, permits, consultant fees related to the Tenant Work (collectively, the "TENANT IMPROVEMENT COSTS"). Subject to the Allowance Schedule and Tenant's right to apply unused portions of the Tenant Improvement Allowance against Basic Rent as set forth below, portions of January the Tenant Improvement Allowance shall be advanced to Tenant periodically on a monthly basis after commencement of the Tenant Work by Tenant and after Tenant has delivered to Landlord copies of the original invoices for Tenant's work or labor performed and materials or supplies furnished, and, to the extent used for Tenant Work, a certificate from Tenant's architect or engineer certifying that the work and materials have been furnished as indicated in such statement and that such work and materials have been substantially completed in accordance with the plans approved by Landlord in accordance with Article 9 of the Original Lease. Subject to the Allowance Schedule, such advances shall be made by Landlord on or before the 25th day of each month with respect to complete payment requests made by Tenant on or before the 25th day of the prior month. Tenant shall obtain such verification, reports and lien releases from contractors, subcontractors and materialmen and shall satisfy such other standard construction loan disbursement conditions as may be required by Landlord. Tenant shall be responsible for any payment required in excess of the amount of the Tenant November 1, 20112001 $258,468 November 1, 2002 $258,468 November 1, 2003 $258,468 November 1, 2004 $258,468 November 1, 2005 $258,468 With respect to any portion of the Tenant Improvement Allowance not used by Tenant in accordance with the Allowance Schedule and the other provisions of this Section 3.2, Tenant shall be entitled to use the “Tenant Improvement Allowance”, as defined in Section 2 of this Amendment, for the costs relating to the design and construction of Tenant’s improvements or which are otherwise “Tenant Improvement Allowance items,” as that term is defined in Section 2.2.1, below (collectively, the “Tenant Improvements”). In no event shall Landlord be obligated to make disbursements pursuant to this Tenant Work Letter or otherwise in connection with Tenant’s construction of the Tenant Improvements or any Tenant Improvement Allowance Items, as defined below, in a total amount which exceeds the sum of the Tenant Improvement Allowance. All Tenant Improvements for which the Tenant Improvement Allowance has been made available shall be deemed Landlord’s property under the terms of the Lease; provided, however, Landlord may, by written notice to Tenant given concurrently with Landlord’s approval of the “Final Working Drawings”, as that term is defined in Section 3.3, below, require Tenant, prior to the end of the Lease Term or promptly following any earlier termination of this Lease, at Tenant’s expense, to remove any Tenant Improvements and to repair any damage to the Premises and Building caused by credit such removal and return the affected portion of the Premises to a Building standard general office condition; provided, however, that Landlord shall not require Tenant to remove upon termination or expiration of this Lease, or condition its approval upon Tenant’s agreement to remove upon termination or expiration of this Lease, any Tenant Improvements constructed pursuant to this Tenant Work Letter (including, without limitation, Larc improvements) which constitute standard, non-extraordinary improvements for ordinary office, laboratory and/or Larc uses in biotech facilities. Any portion of the Tenant Improvement Allowance that is then available under the Allowance Schedule and not disbursed or allocated for disbursement used by December 31, 2013, shall revert to Landlord and Tenant against the next installment(s) of Basic Rent falling due under the Lease as amended hereby. Tenant shall have no further rights with respect theretogive Landlord notice of Tenant's use of any such credit concurrently with, or prior to, Tenant's payment of the Basic Rent against which such credit is then being applied.

Tenant Improvement Allowance. Commencing Tenant acknowledges that except as otherwise described herein, the Premises are leased to Tenant for the First Renewal Term in its “as-is” condition as of the date of this Amendment and that Landlord is not obligated to make any improvements to the Premises. At anytime during the period of January 1, 2015 – December 31, 2016, Tenant, at Tenant’s request, shall have the right to make such improvements to the Premises as are approved by Landlord, such approval not to be unreasonably withheld, conditioned or delayed. Landlord hereby grants Tenant an allowance not to exceed One Million Five Hundred Thirty Thousand Seventy Five and 00/100 Dollars ($1,530,075.00) (the “Allowance”) towards the costs of such improvements. Such improvements shall be subject to the provisions of Section 10 of the Lease. Tenant shall be responsible for preparing all construction documents (“Tenant’s Construction Documents”), subject to Landlord’s prior consent, which consent shall not be unreasonably withheld, conditioned or delayed. Tenant shall submit to Landlord completed construction documents for Landlord’s review and approval. Within ten (10) business days following Landlord’s receipt of the Tenant Construction Documents, Landlord shall review, and in Landlord’s reasonable discretion, either approve the same or notify Tenant of Landlord’s objections thereto and, if applicable, Landlord’s proposed modifications. If Landlord has any objections to the Tenant Construction Documents, Landlord shall identify such objections in a written notice to Tenant. Within five (5) business days of receiving Landlord’s objections, Tenant shall address the objections and deliver revised Tenant Construction Documents to Landlord for approval in the same manner. The Tenant Construction Documents shall conform to all Legal Requirements applicable to the Tenant Work, and to Landlord’s rules and regulations concerning Building safety, fire and protection of persons from injury. Notwithstanding the foregoing, Landlord’s approval of the Tenant Construction Documents shall not constitute a representation or warranty by Landlord that the Tenant Construction Documents are in compliance with building codes or other applicable laws. Tenant’s improvements shall be referred to as the “Tenant’s Work.” Tenant shall apply for and obtain all required permits and deliver copies thereof to Landlord prior to commencing Tenant’s Work. In such event, Landlord shall disburse the Allowance in accordance with the following provisions: 2.1 The Allowance shall be disbursed to Tenant on a progress payment basis. Proper draw requests submitted by the 20th day of any calendar month shall be paid by the 15th day of the following calendar month. Each of Landlord’s progress payments shall be limited to an amount equal to the aggregate amounts theretofore paid by Tenant (as certified by Tenant’s architect) to Tenant’s contractors, subcontractors, material suppliers, and vendors, and which have not been subject to previous disbursements from the Allowance. Tenant shall withhold from its general contractor, and shall require its general contractor to withhold from each subcontractor, a retainage equal to ten percent (10%) of each progress payment made until the Tenant’s Work is fifty percent (50%) complete, and thereafter no further incremental retainage shall be required if the work is being satisfactorily prosecuted. Tenant shall, upon Landlord’s request, provide adequate evidence of such retainage, and in the event that Tenant fails to provide such evidence, then Landlord may withhold an amount equal to the retainage described above. All requests for disbursement of the Allowance, if any, shall be accompanied by certificate signed by Tenant or Tenant’s architect (a) that the sum then requested was paid by Tenant to contractors, subcontractors, materialmen, engineers and other persons who have rendered services or furnished materials in connection with work on the Tenant Work, (b) a complete description of such services and materials and the amounts paid or to be paid to each of such persons in respect thereof, and (c) that the work described in the certificate has been completed substantially in accordance with the approved plans and specifications and (ii) paid receipts or such other proof of payment as Landlord shall reasonably require for all such work completed. 2.2 If any of the Allowance is not paid pursuant to subsection 2.1 above, it shall be paid by Landlord to Tenant upon completion of the Tenant’s Work, to reimburse Tenant for amounts actually paid by Tenant in connection therewith to Tenant’s vendors, suppliers or contractors, provided that Landlord shall have received (i) a certificate in accordance with the requirements of subsection 2.1 above, accompanied by lien waivers satisfactory to Landlord executed by any contractors or subcontractors for whose labor or material Tenant has previously been reimbursed pursuant to subsection 2.1 above, (ii) paid receipts or such other proof of payment as Landlord shall reasonably require evidencing that final payment has been made for all materials and labor furnished in connection with the Tenant Work, and (iii) a copy of a final unconditional certificate of occupancy evidencing that Tenant may commence occupancy of the Premises for all purposes set forth in the Lease if one is required for Tenant’s occupancy. 2.3 Tenant shall be permitted to apply the Allowance and Amortized Amount to costs associated with Tenant’s Work, including without limitation, the Tenant’s Work, space planning and design, mechanical, electrical and plumbing engineering costs, construction fees, tenant improvement cabling, voice/data, phone data costs, built-in furniture and any professional or consulting fees specifically related to Tenant’s Work. Any unused Allowing remaining as of January 1, 2011, Tenant 2016 shall be entitled deemed forfeited by Tenant and shall not be reserved for future improvements or credited to use rent due under the “Lease. Notwithstanding the foregoing, in the event Tenant Improvement Allowance”is involved in litigation, arbitration or other similar claim dispute with a vendor, supplier or contractor that completed work as defined in Section 2 of this Amendment, for the costs relating to the design and construction part of Tenant’s improvements or which are otherwise “Work and as the result of such dispute Tenant Improvement is unable to provide the necessary lien waiver documentation to Landlord as part of its request for final Allowance items,” as that term is defined in Section 2.2.1disbursement, below upon receipt of written notice from Tenant, Landlord agrees to extend the deadline of January 1, 2016 for an amount not to exceed ten percent (collectively, the “Tenant Improvements”). In no event shall Landlord be obligated to make disbursements pursuant to this Tenant Work Letter or otherwise in connection with Tenant’s construction 10%) of the Tenant Improvements or any Tenant Improvement Allowance ItemsAllowance, as defined belowuntil July 1, in a total amount which exceeds the sum of the Tenant Improvement Allowance. All Tenant Improvements for which the Tenant Improvement Allowance has been made available shall be deemed Landlord’s property under the terms of the Lease; provided, however, Landlord may, by written notice to Tenant given concurrently with Landlord’s approval of the “Final Working Drawings”, as that term is defined in Section 3.3, below, require Tenant, prior to the end of the Lease Term or promptly following any earlier termination of this Lease, at Tenant’s expense, to remove any Tenant Improvements and to repair any damage to the Premises and Building caused by such removal and return the affected portion of the Premises to a Building standard general office condition; provided, however, that Landlord shall not require Tenant to remove upon termination or expiration of this Lease, or condition its approval upon Tenant’s agreement to remove upon termination or expiration of this Lease, any Tenant Improvements constructed pursuant to this Tenant Work Letter (including, without limitation, Larc improvements) which constitute standard, non-extraordinary improvements for ordinary office, laboratory and/or Larc uses in biotech facilities. Any portion of the Tenant Improvement Allowance that is not disbursed or allocated for disbursement by December 31, 2013, shall revert to Landlord and Tenant shall have no further rights with respect thereto2016.

Tenant Improvement Allowance. Commencing If and for as of January 1, 2011long as Tenant is not in default under this Lease beyond any applicable grace period, Tenant shall be entitled to use a tenant improvement allowance in the amount up to, but not to exceed, $124,380.00 (“Tenant Improvement Allowance” or “Allowance”). The Tenant Improvement Allowance shall be applied to the Work Cost. Tenant shall pay the entire amount of the Work Cost which is in excess of the Allowance (the “Excess Costs”). Within ten (10) days after receipt of Landlord’s estimate of the anticipated Work Cost, as defined Tenant shall pay Landlord, in Section 2 cash, 100% of this Amendmentthe estimated Excess Costs. Landlord shall have no obligation to proceed with any Tenant Improvements until its receipt from Tenant of the Excess Costs. The Allowance may not be used toward any “soft costs” related to purchase or installation of Tenant’s wiring of telephone, data and communications, fixtures, furniture or equipment, unless expressly provided herein. The payment of any such amounts by Tenant shall not be considered Additional Rent. Tenant shall not receive cash or any credit against Rent for any unused portion of the Allowance, if the Work Cost is less than the Allowance. Upon final completion of the Tenant Improvements, Landlord will provide a final accounting of the Work Cost and Tenant shall pay any Excess Costs not previously paid by Tenant within ten days after receipt of Landlord’s invoice; provided that Tenant pay elect to apply all or any portion of the Abatement under the Basic Lease Information to the Excess Costs hereunder. Notwithstanding anything herein to the contrary, nothing herein shall be deemed or construed to be a representation or warranty on behalf of Landlord that the Work Costs will not exceed the Tenant Improvement Allowance. Such payments by Tenant shall not be considered Additional Rent. Tenant’s right to application of the Tenant Improvement Allowance shall expire 180 days after the Commencement Date. Any requests for reimbursement submitted to Landlord after such date shall not be paid from the Allowance and Tenant shall thereafter be solely responsible for the costs relating to the design and construction of Tenant’s improvements or which are otherwise “Tenant Improvement Allowance items,” as that term is defined in Section 2.2.1, below (collectively, the “Tenant Improvements”). In no event shall Landlord be obligated to make disbursements pursuant to this Tenant Work Letter or otherwise in connection with Tenant’s construction of the Tenant Improvements without reimbursement from Landlord. The rights granted to Tenant under this section to the Allowance are personal to the original named Tenant in this Lease and may not be assigned or exercised by or for the benefit of anyone (including, any subtenant) other than such Tenant. If after Tenant has been granted all or any portion of the Allowance, the Lease Term is terminated by virtue of a default by Tenant Improvement Allowance Items, or Landlord resumes possession of the Premises as defined belowa result of Tenant’s default, in a total amount which exceeds addition to all other available damages and remedies, Landlord shall also be entitled to recover from Tenant the sum unamortized portion (calculated using an interest rate of 12% per annum compounded monthly) of the Tenant Improvement Allowance. All Tenant Improvements for , which the Tenant Improvement Allowance has been made available sum shall not be deemed Landlord’s property under the terms rent. This obligation of the Lease; provided, however, Landlord may, by written notice to Tenant given concurrently with Landlord’s approval of the “Final Working Drawings”, as that term is defined in Section 3.3, below, require Tenant, prior to the end of the Lease Term or promptly following any earlier termination of this Lease, at Tenant’s expense, to remove any Tenant Improvements and to repair any damage to the Premises and Building caused by such removal and return the affected portion of the Premises to a Building standard general office condition; provided, however, that Landlord shall not require Tenant to remove upon termination or expiration of this Lease, or condition its approval upon Tenant’s agreement to remove upon termination or expiration of this Lease, any Tenant Improvements constructed pursuant to this Tenant Work Letter (including, without limitation, Larc improvements) which constitute standard, non-extraordinary improvements for ordinary office, laboratory and/or Larc uses in biotech facilities. Any portion repay the unamortized balance of the Tenant Improvement Allowance that is not disbursed or allocated for disbursement by December 31, 2013, shall revert to Landlord and Tenant shall have no further rights with respect theretosurvive the expiration or sooner termination of the Lease Term.

Tenant Improvement Allowance. Commencing as Landlord has agreed to provide Tenant with an allowance of January 1, 2011, Tenant shall be entitled $76,525 for the purpose of making improvements to use the Second Floor Premises (the “Tenant Improvement Allowance”), as defined in Section 2 of this Amendment, subject to the provisions set forth herein. Landlord shall reimburse Tenant for the costs relating to the design and construction of Tenant’s improvements or which are otherwise “actually incurred by Tenant Improvement Allowance items,” as that term is defined in Section 2.2.1, below (collectively, the “Tenant Improvements”). In no event shall Landlord be obligated to make disbursements pursuant to this Tenant Work Letter or otherwise in connection with Tenant’s construction of the Tenant Improvements or any Tenant Improvement Allowance ItemsWork, as defined below, in a total amount which exceeds the sum of the Tenant Improvement Allowance. All Tenant Improvements for which the Tenant Improvement Allowance has been made available shall be deemed Landlord’s property under the terms of the Lease; provided, however, Landlord may, by written notice to Tenant given concurrently with Landlord’s approval of the “Final Working Drawings”, as that term is defined in Section 3.3, below, require Tenant, prior to the end of the Lease Term or promptly following any earlier termination of this Lease, at Tenant’s expense, to remove any Tenant Improvements and to repair any damage to the Premises and Building caused by such removal and return the affected portion of the Premises to a Building standard general office condition; provided, however, that Landlord shall not require Tenant to remove upon termination or expiration of this Lease, or condition its approval upon Tenant’s agreement to remove upon termination or expiration of this Lease, any Tenant Improvements constructed pursuant to this Tenant Work Letter (includingcosts may include, without limitation, Larc improvements) which constitute standardcosts in connection with engineering and design, nonas well as construction-extraordinary improvements for ordinary office, laboratory and/or Larc uses in biotech facilities. Any portion related costs and expenses up to a maximum aggregate amount of the Tenant Improvement Allowance. Tenant must submit a reimbursement request for payment of the Tenant Allowance in accordance with the provisions of this Paragraph 5 on or before the date that is not disbursed or allocated for disbursement by December 31twelve (12) months after the Effective Date, 2013, shall revert to Landlord and Tenant shall not be entitled to any credit, offset, or payment from Landlord for any portion of Tenant’s Allowance for which Tenant has not properly submitted a draw request in accordance with this Paragraph 5 on or before such date. Tenant shall promptly pay in full all costs and expenses associated with Tenant’s Work. Upon Substantial Completion of Tenant’s Work, and provided that no Event of Default exists under this Lease, Landlord shall reimburse Tenant the amount requested by Tenant in a single individual written draw request submitted by Tenant to Landlord within thirty (30) days of such request upon satisfaction of all of the following conditions: (a) all Tenant’s Work shall have no further rights been completed substantially in accordance with the approved Space Plans and Build-Out Plans; (b) Tenant shall have submitted a detailed written draw request to Landlord itemizing the cost of Tenant’s Work and certifying that all such Tenant Work has been completed in substantially in accordance with the approved Space Plans and Build-Out Plans and specifications therefor and in compliance with all applicable legal requirements; (c) Tenant shall have submitted to Landlord copies of paid invoices related to that portion of Tenant’s Work to be reimbursed together with lien waivers and releases from all material contractors, subcontractors, suppliers and other parties furnishing labor and/or material for such portion of Tenant’s Work; and (d) Tenant has commenced to operate its business at the Premises and delivered to Landlord a final, unconditional Certificate of Occupancy with respect theretoto the Premises duly issued by the Town of Exeter, New Hampshire. Upon completion of Tenant’s Work, Tenant shall deliver to Landlord a Certificate of Substantial Completion from Tenant’s architect certifying that all Tenant’s Work has been installed and completed substantially in accordance with the approved Space Plans and Build-Out Plans therefor and in compliance with all applicable legal requirements. Tenant shall be responsible for the performance of Tenant’s Work to completion and the payment of any costs and expenses related to Tenant’s Work which exceed the Tenant Allowance.

Tenant Improvement Allowance. Commencing as Landlord shall provide Tenant with a Tenant Improvement Allowance towards the cost of January 1the design, 2011purchase and construction of the Tenant Improvements, including without limitation design, engineering and consulting fees (collectively, the "Tenant Improvement Costs"). The Tenant Improvement Allowance shall be entitled to use used for payment of the “following Tenant Improvement Allowance”, Costs: (i) Preparation by Landlord's Architect of the Preliminary Space Plans and the Working Drawings as defined provided in Section 2 of this AmendmentWork Letter, including without limitation all fees charged by City (including without limitation fees for the costs relating to the design building permits and construction of Tenant’s improvements or which are otherwise “Tenant Improvement Allowance items,” as that term is defined in Section 2.2.1, below (collectively, the “Tenant Improvements”). In no event shall Landlord be obligated to make disbursements pursuant to this Tenant Work Letter or otherwise plan checks) in connection with Tenant’s construction the Tenant Improvements work in the Premises; (ii) Construction work for completion of the Tenant Improvements as reflected in the Construction Contract; (iii) All contractor's charges, general conditions, performance bond premiums and construction fees; and (iv) Tenant Improvements as shown on the approved Preliminary Space Plans dated March 17, 1997, attached hereto as Exhibit "B". Tenant Improvements to included carpet, paint, ceiling and light fixtures to current building standard and the building of a storage room by tile entry door. In the event that Tenant does request modifications, changes or any Tenant Improvement Allowance Items, as defined below, in a total amount which exceeds the sum alterations of the Tenant Improvement Allowance. All Improvements from what is shown on said approved Preliminary Space Plans, or causes any Tenant Improvements for which the Tenant Improvement Allowance has been made available shall be deemed Landlord’s property under the terms of the Lease; provided, however, Landlord may, by written notice to Tenant given concurrently with Landlord’s approval of the “Final Working Drawings”, Delays as that term is defined in Section 3.37 or this Work Letter, belowthen all associated costs shall be home by Tenant. If Tenant does seek to modify change or after the Tenant Improvements from the approved Preliminary Space Plans, require Tenantor does cause a Tenant Delay, prior Tenant shall pay to the end of the Lease Term or promptly following Landlord any earlier termination excess costs resulting therefrom in accordance with Section 6 of this Lease, at Tenant’s expense, to remove any Tenant Improvements and to repair any damage to the Premises and Building caused by such removal and return the affected portion of the Premises to a Building standard general office condition; provided, however, that Landlord shall not require Tenant to remove upon termination or expiration of this Lease, or condition its approval upon Tenant’s agreement to remove upon termination or expiration of this Lease, any Tenant Improvements constructed pursuant to this Tenant Work Letter (including, without limitation, Larc improvements) which constitute standard, non-extraordinary improvements for ordinary office, laboratory and/or Larc uses in biotech facilities. Any portion of the Tenant Improvement Allowance that is not disbursed or allocated for disbursement by December 31, 2013, shall revert to Landlord and Tenant shall have no further rights with respect theretoLetter.

Tenant Improvement Allowance. Commencing as of January 1, 2011, Tenant shall be entitled to use a one-time tenant improvement allowance (the “Tenant Improvement Allowance”, as defined ) in Section 2 the amount of this Amendment, $25.00 per rentable square foot of the Premises for the costs relating to the design and construction of Tenant’s improvements or which are otherwise permanently affixed to the Premises (the “Tenant Improvements”). Within thirty (30) days following the Lease Commencement Date, Tenant shall be entitled, pursuant to a written notice delivered to Landlord, to a one-time increase (the “Additional Allowance”) of the Tenant Improvement Allowance itemsin an amount not to exceed $5.00 for each rentable square foot of the Premises, for the costs relating to the initial design and construction of the Tenant Improvements. In the event Tenant exercises its right to use all or any EXHIBIT B CHINA BASIN LANDING portion of the Additional Allowance, the monthly Base Rent for the Premises shall be increased by an amount equal to the “Additional Monthly Base Rent,” as that term is defined below, in Section 2.2.1order to repay the Additional Allowance to Landlord. The “Additional Monthly Base Rent” shall be determined as the missing component of an annuity, below which annuity shall have (collectivelyi) the amount of the Additional Allowance which Tenant elects to utilize as the present value amount, (ii) sixty (60) as the number of payments, (iii) seventy-five one-hundredths (.75), which is equal to nine percent (9%) divided by twelve (12) months per year, as the monthly interest factor, and (iv) the Additional Monthly Base Rent as the missing component of the annuity. In the event Tenant elects to utilize all or a portion of the Additional Allowance, then (a) all references in this Tenant Work Letter to the “Tenant ImprovementsImprovement Allowance”), shall be deemed to include the Additional Allowance which Tenant elects to utilize, (b) the parties shall promptly execute an amendment (the “Amendment”) to this Lease setting forth the new amount of the Base Rent and Tenant Improvement Allowance computed in accordance with this Section 2.1, and (c) the additional amount of monthly Base Rent owing in accordance with this Section 2.1 for the first full month of the Lease Term which occurs after the expiration of any free rent period shall be paid by Tenant to Landlord at the time of Tenant’s execution of the Amendment. In no event shall Landlord be obligated to make disbursements pursuant to this Tenant Work Letter or otherwise in connection with Tenant’s construction of the Tenant Improvements or any Tenant Improvement Allowance Items, as defined below, in a total amount which exceeds the sum of the Tenant Improvement Allowance and the Additional Allowance. All Tenant Improvements for which the Tenant Improvement Allowance has been made available shall be deemed Landlord’s property under the terms of the Lease; provided. Notwithstanding the foregoing, howeverupon Txxxxx’s request, Landlord may, by written notice to Tenant given concurrently with Landlord’s approval of at the “Final Working Drawings”, as that term is defined in Section 3.3, below, require Tenant, prior to the end of the Lease Term expiration or promptly following any earlier termination of this Lease, at Tenant’s expense, to remove any Tenant Improvements and to repair any damage to the Premises and Building caused by such removal and return the affected portion of the Premises to a Building standard general office condition; provided, however, that Landlord shall not require negotiate with Tenant to remove upon termination in good faith towards the purchase by Tenant of all or expiration of this Lease, or condition its approval upon Tenant’s agreement to remove upon termination or expiration of this Lease, any Tenant Improvements constructed pursuant to this Tenant Work Letter (including, without limitation, Larc improvements) which constitute standard, non-extraordinary improvements for ordinary office, laboratory and/or Larc uses in biotech facilities. Any portion of the Tenant Improvement Allowance that is not disbursed or allocated Improvements, at the then-current fair market value for disbursement by December 31such Tenant Improvements. Upon Txxxxx’s request, 2013, shall revert to Landlord and Tenant shall have no further rights with respect theretoretain an independent third party (mutually approved by Landlord and Tenant) to determine the fair market value of such Tenant Improvements. The fees of such third party shall be split evenly between Landlord and Tenant.

Tenant Improvement Allowance. Commencing Tenant acknowledges and agrees that Tenant has no right to any tenant allowance, except as expressly provided herein. Landlord shall provide Tenant with an allowance equal to $2.00 per rentable square foot of January 1, 2011, Tenant shall be entitled to use the Suite C totaling $19,200 (“Tenant Improvement Suite C TI Allowance”, as defined ) to be used exclusively for costs of building improvements to be constructed or installed in Section 2 of this Amendment, for the costs relating to the design and construction of Tenant’s improvements or which are otherwise “Tenant Improvement Allowance items,” as that term is defined Premises in Section 2.2.1, below (collectively, the “Tenant Improvements”). In no event shall Landlord be obligated to make disbursements pursuant to this Tenant Work Letter or otherwise in connection accordance with Tenant’s construction of the Tenant Improvements or any Tenant Improvement Allowance Items, as defined below, in a total amount which exceeds the sum of the Tenant Improvement Allowance. All Tenant Improvements for which the Tenant Improvement Allowance has been made available shall be deemed Landlord’s property under the terms of the Lease; provided, however, Landlord may, by written notice . The Suite C TI Allowance shall be available to Tenant given concurrently with Landlord’s approval as of the “Final Working Drawings”, as that term is defined in Section 3.3, below, require Tenant, prior to the end date of the Lease Term or promptly following any earlier termination of this LeaseExpansion Estoppel and through November 30, at Tenant’s expense, to remove any Tenant Improvements and to repair any damage to the Premises and Building caused by such removal and return the affected portion of the Premises to a Building standard general office condition; provided, however, that Landlord shall not require Tenant to remove upon termination or expiration of this Lease, or condition its approval upon Tenant’s agreement to remove upon termination or expiration of this Lease, any Tenant Improvements constructed pursuant to this Tenant Work Letter (including, without limitation, Larc improvements) which constitute standard, non-extraordinary improvements for ordinary office, laboratory and/or Larc uses in biotech facilities2025. Any portion of the Tenant Improvement unused Suite C TI Allowance that is not disbursed or allocated for disbursement by December 31after November 30, 20132025, shall revert to will be considered forfeited and Landlord and Tenant shall have no further rights obligation to provide any or all of the Suite C TI Allowance remaining as of such time. Any improvement costs in excess of the Suite C TI Allowance will be the sole cost and expense of Tenant. As of the Expansion Commencement Date, Txxxxx agrees to bid any improvements or alterations initiated by Tenant in excess of the Suite C TI Allowance, for the remainder of the Term, to Sprink Construction (but is not required to use Sprink Construction). If Tenant elects not to utilize Sprink Construction for improvements or alterations, Tenant shall notify Landlord and pay to Landlord a construction oversight fee, if any, based on Tenant’s estimated project investment in accordance with respect theretothe construction oversight fee structure shown below prior to commencement of Tenant’s Work. For the avoidance of doubt, other requirements or obligations of Tenant related to alterations or improvements pursuant to the terms of the Lease, such as Tenant notice and Landlord approval requirements, as applicable, shall be unaffected by the terms of this Amendment. $1.00 - $250,000.00 0 % 250,000.00 - $2,500,000.00 3 % 2,500,000.00 - $10,000,000.00 2.5 % *For the avoidance of doubt, the construction oversight fee for any cost of improvements or alterations in excess of $10,000,000.00 shall be subject to reasonable negotiation between the parties.

Tenant Improvement Allowance. Commencing as of January 1, 2011, Tenant shall be entitled to use the “Tenant Improvement Allowance”, as defined in Section 2 of this Amendment, for the costs relating to the design and construction of Tenant’s improvements or which are otherwise “The Tenant Improvement Allowance items,” as that term is defined in Section 2.2.1shall be the maximum contribution by Landlord for the Tenant Improvement Costs, below (collectively, and the “Tenant Improvements”). In no event shall Landlord be obligated to make disbursements pursuant to this Tenant Work Letter or otherwise in connection with Tenant’s construction disbursement of the Tenant Improvements or any Improvement Allowance is subject to the terms contained hereinbelow. Except for payment of the CM Fee, Landlord will make payments to Tenant from the Tenant Improvement Allowance Items, as defined below, in to reimburse Tenant for Tenant Improvement Costs paid or incurred by Tenant. Payment of the CM Fee shall be the first payment from the Tenant Improvement Allowance and shall be made by means of a total amount which exceeds the sum of deduction or credit against the Tenant Improvement Allowance. All Tenant Improvements for which other payments of the Tenant Improvement Allowance shall be by progress payments not more frequently than once per month and only after satisfaction of the following conditions precedent: (a) receipt by Landlord of conditional mechanics' lien releases for the work completed and to be paid by said progress payment, conditioned only on the payment of the sums set forth in the mechanics' lien release, executed by the Contractor and all subcontractors, labor suppliers and materialmen; (b) receipt by Landlord of unconditional mechanics' lien releases from the Contractor and all subcontractors, labor suppliers and materialmen for all work other than that being paid by the current progress payment previously completed by the Contractor, subcontractors, labor suppliers and materialmen and for which Tenant has received funds from the Tenant Improvement Allowance to pay for such work; (c) receipt by Landlord of any and all documentation reasonably required by Landlord detailing the work that has been made available shall be deemed Landlord’s property under completed and the terms materials and supplies used as of the Lease; provideddate of Tenant's request for the progress payment, however, Landlord may, by written notice to Tenant given concurrently with Landlord’s approval of the “Final Working Drawings”, as that term is defined in Section 3.3, below, require Tenant, prior to the end of the Lease Term or promptly following any earlier termination of this Lease, at Tenant’s expense, to remove any Tenant Improvements and to repair any damage to the Premises and Building caused by such removal and return the affected portion of the Premises to a Building standard general office condition; provided, however, that Landlord shall not require Tenant to remove upon termination or expiration of this Lease, or condition its approval upon Tenant’s agreement to remove upon termination or expiration of this Lease, any Tenant Improvements constructed pursuant to this Tenant Work Letter (including, without limitation, Larc improvementsinvoices, bills, or statements for the work completed and the materials and supplies used; and (d) which constitute standardcompletion by Landlord or Landlord's agents of any inspections of the work completed and materials and supplies used as deemed reasonably necessary by Landlord. Except for the CM Fee payment (credit), non-extraordinary improvements for ordinary officeTenant Improvement Allowance progress payments shall be paid to Tenant within fourteen (14) days from the satisfaction of the conditions set forth in the immediately preceding sentence. The preceding notwithstanding, laboratory and/or Larc uses all Tenant Improvement Costs paid or incurred by Tenant prior to Landlord's approval of the Construction Documents in biotech facilitiesconnection with the design and planning of the Tenant Improvements by Architect shall be paid from the Tenant Improvement Allowance, without any retention, within fourteen (14) days following Landlord's receipt of invoices, bills or statements from Architect evidencing such costs. Any portion Notwithstanding the foregoing to the contrary, Landlord shall be entitled to withhold and retain five percent (5%) of the Tenant Improvement Allowance that is not disbursed or allocated of any Tenant Improvement Allowance progress payment until the lien-free expiration of the time for disbursement filing of any mechanics' liens claimed or which might be filed on account of any work ordered by December 31, 2013, shall revert to Landlord Tenant or the Contractor or any subcontractor in connection with the construction and installation of the Tenant shall have no further rights with respect theretoImprovements.

Tenant Improvement Allowance. Commencing as of January 1, 2011, Tenant shall be entitled to use a one-time tenant improvement allowance in the amount of (i) $358,060.00 with respect to the Building F Premises and the Building A Premises (i.e., Five Dollars ($5.00) per rentable square foot of the Premises multiplied by 71,612 rentable square feet of the Building F Premises and the Building A Premises) (the “Existing Premises Tenant Improvement Allowance”), and (ii) Five Dollars ($5.00) per rentable square foot of the Substitute Premises (which includes the Building B Substitute Premises and the Building D Substitute Premises), which final amount shall be calculated once the rentable square footage of the Building B Substitute Premises has been determined pursuant to Section 2.1 of the Fourth Amendment) (the “Substitute Premises Tenant Improvement Allowance” and, collectively with the Existing Premises Tenant Improvement Allowance, the “Tenant Improvement EXHIBIT B -1- Allowance”, as defined in Section 2 of this Amendment), for the costs relating to the design and construction of Tenant’s improvements or improvements, which are otherwise “Tenant Improvement Allowance items,” as that term is defined in Section 2.2.1, below permanently affixed to the Premises (collectively, the “Tenant Improvements”). In no event shall Landlord be obligated to make disbursements pursuant to this Tenant Work Letter or otherwise in connection with Tenant’s construction of the Tenant Improvements or any Tenant Improvement Allowance Items, as defined below, in a total amount which exceeds the sum of the Tenant Improvement Allowance. All As more particularly set forth in Section 8.5 of the Original Lease, all Tenant Improvements for which the Tenant Improvement Allowance has been made available shall be deemed Landlord’s property under the terms of the Lease; provided, however, Landlord may, by written notice to . Tenant given concurrently with Landlord’s approval of the “Final Working Drawings”, as hereby acknowledges and agrees that term is defined in Section 3.3, below, require Tenant, prior to the end of the Lease Term or promptly following any earlier termination of this Lease, at Tenant’s expense, to remove any Tenant Improvements and to repair any damage to the Premises and Building caused by such removal and return the affected portion of the Premises to a Building standard general office condition; provided, however, that Landlord shall not require Tenant to remove upon termination or expiration of this Lease, or condition its approval upon Tenant’s agreement to remove upon termination or expiration of this Lease, any Tenant Improvements constructed pursuant to this Tenant Work Letter (including, without limitation, Larc improvements) which constitute standard, non-extraordinary improvements for ordinary office, laboratory and/or Larc uses in biotech facilities. Any unused portion of the Tenant Improvement Allowance that is not disbursed or allocated for disbursement by December remaining as of May 31, 20132014, shall revert to Landlord and Tenant shall have no further rights with respect right thereto.

Tenant Improvement Allowance. Commencing as Following the Effective Date, and provided Tenant is not in default of January 1its obligations under the Lease, 2011Landlord will provide Tenant with a tenant improvement allowance of $12,675.00 (the “Allowance”), Tenant which shall be entitled disbursed by Landlord to use Tenant within thirty (30) days following written demand therefor by Tenant, which demand shall be submitted together with copies of paid invoices and such other information as Landlord shall reasonably require. The Allowance may be used by Tenant only to pay for costs incurred by Tenant after the “Tenant Improvement Allowance”Effective Date in recarpeting, as defined in Section 2 of this Amendment, repainting and otherwise redecorating the Demised Premises for the costs relating to the design and construction of Tenant’s improvements or which are otherwise “Tenant Improvement Allowance items,” as that term is defined in Section 2.2.1, below Extended Term (collectively, the “Tenant ImprovementsRefurbishment Work”). In All such Refurbishment Work must be approved in writing by Landlord, which approval Landlord will not unreasonably withhold or delay, and shall be undertaken, pursued and completed in accordance with all terms and conditions contained in the Lease, including Article 14 thereof. Tenant shall cause any Refurbishment Work to be completed in a good and workmanlike manner and in compliance with all applicable laws, codes and ordinances. Tenant shall pay all bills relating to the Refurbishment Work on or before the due date thereof, and Tenant shall in no event shall Landlord allow any liens to be obligated to make disbursements pursuant to this Tenant Work Letter filed against the Demised Premises or otherwise in connection with Tenant’s construction of the Tenant Improvements or any Tenant Improvement Allowance Items, as defined below, in a total amount which exceeds the sum of the Tenant Improvement Allowance. All Tenant Improvements for which the Tenant Improvement Allowance has been made available shall be deemed Landlord’s property under the terms of the Lease; provided, however, Landlord may, by written notice to Tenant given concurrently with Landlord’s approval of the “Final Working Drawings”, as that term is defined in Section 3.3, below, require Tenant, prior to the end of the Lease Term or promptly following any earlier termination of this Lease, at Tenant’s expense, to remove any Tenant Improvements and to repair any damage to the Premises and Building caused by such removal and return the affected portion of the Premises to a Building standard general office condition; provided, however, that Landlord shall not require Tenant to remove upon termination or expiration of this Lease, or condition its approval upon Tenant’s agreement to remove upon termination or expiration of this Lease, any Tenant Improvements constructed pursuant to this Tenant Work Letter (including, without limitation, Larc improvements) which constitute standard, non-extraordinary improvements for ordinary office, laboratory and/or Larc uses in biotech facilitiesBuilding. Any portion of the Allowance not expended by Tenant Improvement Allowance that is not disbursed or allocated for disbursement by December 31, 2013, shall revert to in connection with Landlord approved Refurbishment Work will be credited against Base Rental first becoming due and Tenant shall have no further rights with respect theretopayable under the Lease after the Abatement Period.

Tenant Improvement Allowance. Commencing as A. Subject to Tenants compliance with the provisions of January 1this Exhibit B, 2011, Landlord shall provide to Tenant shall be entitled to use an allowance in the amount of Forty-nine Thousand Eight Hundred Forty-five Dollars ($49,845.00) (the “Tenant Improvement Allowance”, as defined in Section 2 of this Amendment, for ) to construct and install only the costs relating to the design and construction of Tenant’s improvements or which are otherwise “Tenant Improvements. The Tenant Improvement Allowance items,” shall be used to design, prepare, plan, obtain the approval of, construct and install the Tenant Improvements and for no other purpose. Except as otherwise expressly provided herein, Landlord shall have no obligation to contribute the Tenant Improvement Allowance unless and until the Construction Documents have been approved by Landlord and Tenant has complied with all requirements set forth in Paragraph 4.C. of this Exhibit B. In addition to the foregoing, Landlord shall have no obligation to disburse all or any portion of the Tenant Improvement Allowance to Tenant unless Tenant makes a progress payment request pursuant to the terms and conditions of Section 5.B. below prior to that date which is six (6) months after the Lease Commencement Date (as such term is defined in the Basic Lease Information and Section 2.2.12 of the Lease). The costs to be paid out of the Tenant Improvement Allowance shall include all reasonable costs and expenses associated with the design, below preparation, approval, planning, construction and installation of the Tenant Improvements (collectively, the “Tenant ImprovementsImprovement Costs”). In no event shall Landlord be obligated to make disbursements pursuant to this , including all of the following: (i) All costs of the Preliminary Plans and Specifications, the Final Plans and Specifications, and the Construction Documents, and engineering costs associated with completion of the State of California energy utilization calculations under Title 24 legislation: (ii) All costs of obtaining building permits and other necessary authorizations from local governmental authorities; (iii) All costs of interior design and finish schedule plans and specifications including as-built drawings, if applicable; (iv) All direct and indirect costs of procuring, constructing and installing the Tenant Work Letter or otherwise Improvements in the Premises, including, but not limited to, the construction fee for overhead and profit and the cost of all on-site supervisory and administrative staff, office, equipment and temporary services rendered by the Contractor in connection with Tenant’s the construction of the Tenant Improvements; provided, however, that the construction fee for overhead and profit, the cost of all on-site supervisory and administrative staff, office, equipment and temporary services shall not exceed amounts which are reasonable and customary for such items in the local construction industry; (v) All fees payable to the Architect and any engineer if they are required to redesign any portion of the Tenant Improvements or any following Tenant’s and Landlord’s approval of the Construction Documents; (vi) Utility connection fees; (vii) Inspection fees and filing fees payable to local governmental authorities, if any; (viii) All costs of all permanently affixed equipment and non-trade fixtures provided for in the Construction Documents, including the cost of installation; and, (ix) A construction management fee payable to Landlord in the amount of five percent (5%) of the Tenant Improvement Costs (the “CM Fee”). The Tenant Improvement Allowance Itemsshall be the maximum contribution by Landlord for the Tenant Improvement Costs, as defined belowand the disbursement of the Tenant Improvement Allowance is subject to the terms contained hereinbelow. B. Except for payment of the CM Fee, in and subject to Section 5.A. above, Landlord will make payments to Tenant from the Tenant Improvement Allowance to reimburse Tenant for Tenant Improvement Costs paid or incurred by Tenant. Payment of the CM Fee shall be the first payment from the Tenant Improvement Allowance and shall be made by means of a total amount which exceeds the sum of deduction or credit against the Tenant Improvement Allowance. All Tenant Improvements for which other payments of the Tenant Improvement Allowance shall be by progress payments not more frequently than once per month and only after satisfaction of the following conditions precedent: (a) receipt by Landlord of conditional mechanics’ lien releases for the work completed and to be paid by said progress payment, conditioned only on the payment of the sums set forth in the mechanics’ lien release, executed by the Contractor and all subcontractors, labor suppliers and materialmen; (b) receipt by Landlord of unconditional mechanics’ lien releases from the Contractor and all subcontractors, labor suppliers and materialmen for all work other than that being paid by the current progress payment previously completed by the Contractor, subcontractors, labor suppliers and materialmen and for which Tenant has received funds from the Tenant Improvement Allowance to pay for such work; (c) receipt by Landlord of any and all documentation reasonably required by Landlord detailing the work that has been made available completed and the materials and supplies used as of the date of Tenant’s request for the progress payment, including, without limitation, invoices, bills, or statements for the work completed and the materials and supplies used; and (d) completion by Landlord or Landlord’s agents of any inspections of the work completed and materials and supplies used as deemed reasonably necessary by Landlord. Except for the CM Fee payment (credit), Tenant Improvement Allowance progress payments shall be deemed Landlord’s property under paid to Tenant within fourteen (14) days from the terms satisfaction of the Lease; providedconditions set forth in the immediately preceding sentence. The preceding notwithstanding, however, Landlord may, all Tenant Improvement Costs paid or incurred by written notice Tenant prior to Tenant given concurrently with Landlord’s approval of the “Final Working Drawings”Construction Documents in connection with the design and planning of the Tenant Improvements by Architect shall be paid from the Tenant Improvement Allowance, as that term is defined in Section 3.3without any retention, belowwithin fourteen (14) days following Landlord’s receipt of invoices, require Tenant, prior bills or statements from Architect evidencing such costs. Notwithstanding the foregoing to the end of the Lease Term or promptly following any earlier termination of this Leasecontrary, at Tenant’s expense, to remove any Tenant Improvements and to repair any damage to the Premises and Building caused by such removal and return the affected portion of the Premises to a Building standard general office condition; provided, however, that Landlord shall not require Tenant be entitled to remove upon termination or expiration of this Lease, or condition its approval upon Tenant’s agreement to remove upon termination or expiration of this Lease, any Tenant Improvements constructed pursuant to this Tenant Work Letter withhold and retain five percent (including, without limitation, Larc improvements5%) which constitute standard, non-extraordinary improvements for ordinary office, laboratory and/or Larc uses in biotech facilities. Any portion of the Tenant Improvement Allowance that or of any Tenant Improvement Allowance progress payment until the lien-free expiration of the time for filing of any mechanics’ liens claimed or which might be filed on account of any work ordered by Tenant or the Contractor or any subcontractor in connection with the construction and installation of the Tenant Improvements. C. Landlord shall not be obligated to pay any Tenant Improvement Allowance progress payment or the Tenant Improvement Allowance retention if on the date Tenant is not disbursed entitled to receive the Tenant Improvement Allowance progress payment or allocated the Tenant Improvement Allowance retention Tenant is in default of this Lease. Such payments shall resume upon Tenant curing any such default within the time periods which may be provided for disbursement by December 31in the Lease. D. Should the total cost of constructing the Tenant Improvements be less than the Tenant Improvement Allowance, 2013, the Tenant Improvement Allowance shall revert be automatically reduced to Landlord and the amount equal to said actual cost. E. Tenant shall have no further rights with respect theretopromptly pay any and all Tenant Improvement Costs in excess of the Tenant Improvement Allowance.

Tenant Improvement Allowance. Commencing Subject to any restrictions, conditions or limitations expressly set forth in this Tenant Work Letter or in the Lease or as otherwise expressly provided by mutual written agreement of January 1Landlord and Tenant, 2011the cost of construction of the Tenant Improvements shall be paid or reimbursed by Landlord up to a maximum amount as set forth in Section 5 of the Summary to the Lease (the “Tenant Improvement Allowance”), which amount is being made available by Landlord to be applied towards the Cost of Improvements for the construction of the Tenant Improvements in the Initial Premises and Pad only (and not the Additional Premises) and, to the extent any of the Tenant Improvement Allowance remains after the Lease Commencement Date, to Alterations to be made by Tenant to the Initial Premises or the Pad. 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”Allowance toward the Cost of Improvements of the Tenant Improvements (subject to any applicable restrictions, as defined conditions, limitations, reductions or charges set forth in Section 2 of the Lease or in this Amendment, for the costs relating Tenant Work Letter) prior to the design and construction being required to expend any of Tenant’s improvements or which are otherwise “own funds for the Tenant Improvements. The funding of the Tenant Improvement Allowance items,” 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 that term is defined Landlord, Project Manager and Landlord’s lender (if any) may reasonably prescribe. Notwithstanding the foregoing provisions, 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, 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) except as otherwise expressly provided in Section 2.2.1, below (collectively, the “Tenant Improvements”). In no event shall Landlord be obligated to make disbursements pursuant to this Tenant Work Letter or otherwise expressly approved by Landlord in connection with Tenant’s construction of the Tenant Improvements or any Tenant Improvement Allowance Items, as defined below, in a total amount which exceeds the sum of the Tenant Improvement Allowance. All Tenant Improvements for which the Tenant Improvement Allowance has been made available shall be deemed Landlord’s property under the terms of the Lease; provided, however, Landlord may, by written notice to Tenant given concurrently with Landlord’s approval of the “Final Working Drawings”, as that term is defined in Section 3.3, below, require Tenant, prior to the end of the Lease Term or promptly following any earlier termination of this Lease, at Tenant’s expense, to remove any Tenant Improvements and to repair any damage to the Premises and Building caused by such removal and return the affected portion of the Premises to a Building standard general office condition; provided, however, that Landlord shall not require Tenant to remove upon termination or expiration of this Lease, or condition its approval upon Tenant’s agreement to remove upon termination or expiration of this Leasewriting, any Tenant Improvements constructed pursuant to this Tenant Work Letter (including, without limitation, Larc improvements) which constitute standard, non-extraordinary improvements for ordinary office, laboratory and/or Larc uses in biotech facilities. Any portion of the Tenant Improvement Allowance that which has not been claimed or drawn by Tenant prior to the later of the Lease Commencement Date and the date which is not disbursed or allocated for disbursement twelve (12) moths following the date of the full execution and delivery of this Lease by December 31, 2013Landlord and Tenant, shall revert expire and shall no longer be available to Tenant thereafter, subject to extension by one (1) day for each day Tenant is delayed in competing its Alterations due to Landlord Delay or Unavoidable Delays. Notwithstanding anything to the contrary herein, the Tenant Improvements shall not include (and Landlord shall be solely responsible for and the Tenant Improvement Allowance shall have no further rights not be used for) the following: (a) costs incurred due to the presence of any Hazardous Materials in or about the Initial Premises, if any; (b) costs to bring the Project into compliance with respect theretoApplicable Laws to the extent required in order to allow Tenant to obtain a certificate of occupancy or its legal equivalent, for the Initial Premises for the Permitted Use assuming a normal and customary office occupancy density; (c) construction costs in excess of the contract amount stated in the contract with the General Contractor, as approved by Tenant (not to be unreasonably withheld), except for increases set forth in change orders approved by Tenant; (d) wages, labor and overhead for overtime and premium time unless approved by Tenant (which approval shall not be unreasonably withheld, conditioned or delayed); (e) attorneys’ fees incurred in connection with negotiation of construction contracts, and attorneys’ fees, experts’ fees and other costs in connection with disputes with third parties; (f) interest and other costs of financing construction costs; (g) costs incurred as a consequence construction defects or default by a contractor; (h) costs as a consequence of casualties; (i) penalties and late charges attributable to Landlord’s failure to pay construction costs; and (j) costs due to compliance with the soil management plan for the Project or its appendices.

Tenant Improvement Allowance. Commencing 5.1. During the period commencing on the date this Agreement shall be executed and delivered by the parties and expiring on September 30, 2014 (the “Alterations Outside Completion Date”), subject to extension by reason of Force Majeure (as of January 1, 2011such term is defined below), Tenant shall perform and substantially complete extensive alterations and improvements constituting Tenant’s Work in and to (i) the Premises and (ii) the Broadway side lobby and passenger elevator cabs in the Building which shall include new wall finishes, new lobby attendant reception desk, new interior lighting, new stainless steel stair doors, new paint finishes, new flooring and installation of pre-positioned electrical and computer cabling to allow for a new digital tenant directory to be entitled installed in the lobby at a later date, and new paneling, new flooring and new lighting in the elevator cabs (all of such alterations and improvements in and to use the Premises and the Broadway side lobby and passenger elevator cabs in the Building are hereinafter collectively referred to as “Tenant’s Alterations”, and the portion of Tenant’s Alterations consisting of such alterations and improvements to the Broadway side lobby and passenger elevator cabs in the Building which are expressly specified and set forth above are hereinafter collectively referred to as the “Lobby and Elevator Alterations”), costing not less than a minimum of $3,500,000.00 for all of Tenant’s Alterations. Such minimum required cost of Tenant’s Alterations in the amount of $3,500,000.00 shall be inclusive of (a) reasonable costs incurred by Tenant to perform the Lobby and Elevator Alterations at a minimum cost of $350,000.00 and (b) so-called “soft costs” such as costs for architectural fees and engineering fees (limited for purposes of meeting such required minimum cost to the sum of $270,000.00). The reasonable cost of the Lobby and Elevator Alterations, performed at a minimum cost of $350,000.00, together with soft costs not exceeding the sum of $270,000.00, are hereinafter collectively referred to as the “Included Costs”. In accordance with the applicable provisions of the Lease, Tenant shall submit to Owner, for Owner’s review and approval, proposed complete and detailed architectural, electrical, plumbing, mechanical and engineering plans and specifications in respect of Tenant’s Alterations. Tenant shall not commence Tenant’s Alterations unless and until Tenant shall have received Owner’s final written approval of Tenant’s plans and specifications in respect thereof in accordance with the applicable provisions of the Lease. Tenant’s contractors for the performance of Tenant’s Alterations shall be reputable, licensed, third party contractors reasonably satisfactory to Owner. 5.2. Owner shall contribute up to, but not more than, the aggregate sum of $2,250,000.00 in connection with the performance by Tenant of Tenant’s Alterations, by payment to Tenant of a tenant improvement allowance commencing after the completion of Tenant’s Alterations, as more particularly set forth in Section 5.3 below. Notwithstanding anything set forth herein to the contrary, Owner shall not be obligated to pay or contribute more than $2,250,000.00 on account of any of Tenant’s Alterations, except as expressly set forth in, and subject to the terms and conditions set forth in, Sections 5.7 and 5.8 below. 5.3. Subject to and conditioned upon Tenant’s substantial completion by the Alterations Outside Completion Date, time being of the essence, of Tenant’s Alterations costing not less than a minimum of $3,500,000.00, inclusive of the Included Costs, and otherwise in accordance with all of the applicable provisions of the Lease including, without limitation, all of the provisions of this Section 5, an amount (“Tenant’s Improvement Allowance”) equal to $2,250,000.00, shall be paid to Tenant in nine (9) equal, consecutive, monthly installments of $250,000.00 each on or about the tenth (10th) day of each calendar month commencing as defined in Section 2 of this Amendmentthe date (hereinafter, for the costs relating to the design and construction of “Tenant’s improvements or which are otherwise “Tenant Improvement Allowance items,” as Commencement Date”) which shall be the tenth (10th) day of the calendar month (but in no event earlier than October 10, 2014) immediately following the date that term is defined in Section 2.2.1, below Owner shall have received all of the following documents from Tenant (collectively, the “Alterations Completion Documents”): (i) a certificate signed by Tenant Improvements”)and Tenant’s architect certifying (1) that Tenant’s Alterations have been completed in accordance with the plans and specifications approved by Owner, (2) the aggregate amount paid by Tenant for the performance of Tenant’s Alterations and (3) that Tenant has paid in full for all costs incurred in connection with Tenant’s Alterations; (ii) subject to the provisions of Section 5.4 below, lien waivers and paid receipts from all contractors, subcontractors, materialmen and other persons with respect to all work done or supplies or equipment furnished in respect of Tenant’s Alterations as set forth in the aforementioned certification, and evidence reasonably satisfactory to Owner to the effect that there has not been, and shall not be, filed with respect to the Building or any part thereof or any improvement thereon, any mechanic’s or other like liens arising out of Tenant’s Alterations; and (iii) all approvals, certificates and sign-offs required by any and all governmental and municipal entities having or asserting jurisdiction over the Building or the performance of Tenant’s Alterations. The Alterations Completion Documents must be reasonably satisfactory to Owner in form and substance; provided, that if Tenant shall have delivered all of the Alterations Completion Documents to Owner prior to the Alterations Outside Completion Date but Owner gives notice to Tenant that any of the Alterations Completion Documents which shall have been submitted by Tenant prior to the Alterations Outside Completion Date has not been properly executed or is not in the proper form, then Tenant shall have a reasonable period of time after receipt of such notice (not to exceed 30 days) to deliver a replacement for such document which shall be reasonably satisfactory to Owner, and the Alterations Outside Completion Date shall be extended for such reasonable period of time (not to exceed 30 days after Tenant’s receipt of such notice) solely for purposes of permitting Tenant to submit such replacement document. In no event shall Landlord Tenant be obligated entitled to make disbursements more than one (1) notice from Owner nor shall the Alterations Outside Completion Date be extended more than one (1) time pursuant to the provisions of the preceding sentence. The monthly payments of the Tenant’s Improvement Allowance by Owner to Tenant shall be subject to and conditioned upon Tenant being current in the payment of all Fixed Rent and Additional Rent under the Lease and upon Tenant not being in default under any provision of the Lease. Notwithstanding anything to the contrary in the Lease or this Section 5, if by the Alterations Outside Completion Date, time being of the essence, Tenant Work Letter shall fail to (i) substantially complete Tenant’s Alterations costing not less than a minimum of $3,500,000.00, inclusive of the Included Costs, (ii) deliver to Owner all of the Alterations Completion Documents or otherwise (iii) pay in full for all costs incurred by Tenant in connection with Tenant’s construction Alterations, then in any such event, Tenant hereby waives Tenant’s Improvement Allowance or any other consideration with regard to Tenant’s Alterations. The cost, on an itemized basis, incurred by Tenant for the performance of each of the various components or items of Tenant’s Alterations shall be limited to a commercially reasonable amount to the extent such amount is included in the aggregation of costs for purposes of meeting the minimum required aggregate cost of $3,500,000.00. Further, notwithstanding anything to the contrary in the Lease or this Section 5, if the reasonable cost of the Lobby and Elevator Alterations which shall be completed and paid for by Tenant Improvements by the Alterations Outside Completion Date, time being of the essence, shall be less than $350,000.00, then the amount by which the reasonable cost of the Lobby and Elevator Alterations which shall be completed and paid for by Tenant by the Alterations Outside Completion Date, time being of the essence, shall be less than $350,000.00 (such amount is hereinafter referred to as the “Lobby and Elevator Alterations Shortfall”) shall be deducted from Tenant’s Improvement Allowance, and Tenant hereby waives any and all rights to receive any payment or any other consideration with regard to the Lobby and Elevator Alterations Shortfall. Owner and Tenant Improvement Allowance Itemshereby acknowledge and confirm that, as defined belowof September 30, 2013: (i) Tenant has completed Tenant’s Alterations costing $2,025,618.54, as reflected in a total amount which exceeds Exhibit B to the sum Seventh Lease Modification Agreement dated as of the April 8, 2014 between Owner and Tenant Improvement Allowance. All Tenant Improvements for which the Tenant Improvement Allowance has been made available shall be deemed Landlord’s property under the terms in respect of the Lease; provided, however, Landlord may, by written notice to Tenant given concurrently with Landlord’s approval and (ii) none of the “Final Working Drawings”, as that term is defined in Section 3.3, below, require Tenant, prior to the end of the Lease Term or promptly following any earlier termination of this Lease, at Tenant’s expense, to remove any Tenant Improvements and to repair any damage to the Premises and Building caused by such removal and return the affected portion Alterations which have been completed as of the Premises to a Building standard general office condition; provided, however, that Landlord shall not require Tenant to remove upon termination or expiration of this Lease, or condition its approval upon Tenant’s agreement to remove upon termination or expiration of this Lease, any Tenant Improvements constructed pursuant to this Tenant Work Letter (including, without limitation, Larc improvements) which constitute standard, non-extraordinary improvements for ordinary office, laboratory and/or Larc uses in biotech facilities. Any portion of the Tenant Improvement Allowance that is not disbursed or allocated for disbursement by December 31September 30, 2013, shall revert to Landlord as reflected on said Exhibit B, constitute Lobby and Tenant shall have no further rights with respect theretoElevator Alterations.

Tenant Improvement Allowance. Commencing as of January 1, 2011, Tenant shall be entitled to use a one-time allowance (the “"Tenant Improvement Allowance”, as defined ") in Section 2 the amount of this Amendment, Eight and 00/100 Dollars ($8.00) per square foot of Floor Area in the Premises for the costs relating to the design design, permitting and construction of the Tenant’s improvements 's Work (with the exception of the costs of any furniture, trade fixtures, equipment, personal property, signs or which are otherwise “architect's fees) (the "Permitted Tenant's Work Items"). Provided that Tenant is not in default under this Lease (beyond written notice and the expiration of the applicable cure period), the Tenant Improvement Allowance items,” as that term is defined shall be disbursed to Tenant within thirty (30) after completion of all of the following: upon Tenant's (a) delivery to Landlord of a copy of all invoices evidencing cost of Permitted Tenant's Work Items paid by Tenant totaling, or in Section 2.2.1, below (collectivelyexcess of, the “amount of the Tenant Improvements”)Improvement Allowance, (b) delivery to Landlord of a properly executed unconditional mechanic's lien releases in compliance with applicable Arizona statutes, (c) delivery to Landlord a copy of the Certificate of Occupancy for the Premises, (d) delivery to Landlord of a conformed copy of Tenant's recorded Notice of Completion, prepared and recorded in accordance with statutory requirements, (e) delivery to Landlord of a copy of all building permits with all sign-offs executed, and (f) substantial completion of Tenant's Work and opening for business to the public in the Premises. In no event Landlord shall Landlord only be obligated to make disbursements pursuant to this Tenant Work Letter or otherwise in connection with Tenant’s construction of from the Tenant Improvements or any Tenant Improvement Allowance to the extent costs are incurred by Tenant for Permitted Tenant's Work Items, as defined below, in a total amount which exceeds the sum of the Tenant Improvement Allowance. All Tenant Improvements Permitted Tenant's Work Items for which the Tenant Improvement Allowance has been made available shall be deemed Landlord’s 's property under the terms of the Lease; provided, however, Landlord may, by written notice to . Tenant given concurrently with Landlord’s approval of the “Final Working Drawings”, as that term is defined in Section 3.3, below, require Tenant, prior shall not be entitled to the end of the Lease Term or promptly following any earlier termination of this Leasepayment of, at Tenant’s expense, to remove any Tenant Improvements and to repair any damage to the Premises and Building caused by such removal and return the affected portion of the Premises to a Building standard general office condition; provided, however, that Landlord shall not require Tenant to remove upon termination or expiration of this Leaseuse, or condition its approval upon Tenant’s agreement to remove upon termination or expiration of this Leaseoffset against rental in the amount of, any Tenant Improvements constructed pursuant to this Tenant Work Letter (including, without limitation, Larc improvements) which constitute standard, non-extraordinary improvements for ordinary office, laboratory and/or Larc uses in biotech facilities. Any unused portion of the Tenant Improvement Allowance that is not disbursed or allocated remaining following the completion of the Tenant's work. The cost of any work performed by Landlord for disbursement by December 31the benefit of Tenant, 2013if any, shall revert be deducted from the Tenant Improvement Allowance before the Tenant Improvement Allowance is paid to Landlord and Tenant shall have no further rights with respect thereto.Tenant. EXHIBIT D SIGN CRITERIA EXHIBIT E GUARANTY OF LEASE [INTENTIONALLY OMITTED] EXHIBIT F USE RESTRICTIONS AND EXCLUSIVES

Tenant Improvement Allowance. Commencing as of January 1, 2011the Execution Date, Tenant shall be entitled to use the “"Tenant Improvement Allowance”", as defined in Section 2 5 of the Summary to this AmendmentLease, for the costs relating to the initial design and construction of Tenant’s improvements 's improvements, which are permanently affixed to the Premises or which are otherwise “"Tenant Improvement Allowance itemsItems,” " as that term is defined in Section 2.2.1, below (collectively, the “"Tenant Improvements”"). In no event shall Landlord be obligated to make disbursements pursuant to this Tenant Work Letter or otherwise in connection with Tenant’s 's construction of the Tenant Improvements or any Tenant Improvement Allowance Items, as defined below, in a total amount which exceeds the sum of the Tenant Improvement Allowance. All Tenant Improvements for which the Tenant Improvement Allowance has been made available shall be deemed Landlord’s 's property under the terms of the Lease; provided, however, Landlord may, by written notice to Tenant given concurrently with Landlord’s 's approval of the “"Final Working Drawings”", as that term is defined in Section 3.3, below, require Tenant, prior to the end of the Lease Term Term, or promptly given following any earlier termination of this Lease, at Tenant’s 's expense, to remove any Tenant Improvements and to repair any damage to the Premises and Building caused by such removal and return the affected portion of the Premises to a Building standard general office condition; , provided, however, that Landlord shall may not require Tenant to remove upon termination any Alterations which are otherwise consistent with typical tenant improvements in the biotechnology or expiration of this Leasepharmaceutical industries. Landlord hereby acknowledges and agrees that the following do not need to be removed if installed: clean suites, or condition its approval upon Tenant’s agreement to remove upon termination or expiration of this Lease, and any Tenant Improvements constructed pursuant to this Tenant Work Letter (including, without limitation, Larc improvements) which constitute standard, non-extraordinary improvements for ordinary office, laboratory and/or Larc uses in biotech facilitiesoffice space. Any portion of the Tenant Improvement Allowance that is not disbursed or allocated for disbursement by December 31, 20132020, shall revert to Landlord and Tenant shall have no further rights with respect thereto.

Tenant Improvement Allowance. Commencing a. Subject to the express obligation of Landlord to provide the TI Allowance (as of January 1, 2011hereinafter defined) if Tenant complies with the disbursement requirements set forth in this Paragraph 10, Tenant shall be entitled to use pay all costs (the “Tenant Improvement AllowanceCosts of the Remaining Premises Work”, as defined ) associated with any work performed in Section 2 of this Amendment, for the costs relating to the design and construction of Tenant’s improvements or which are otherwise “Tenant Improvement Allowance items,” as that term is defined in Section 2.2.1, below Remaining Premises (collectively, the “Tenant ImprovementsRemaining Premises Work”). In no event shall Landlord be obligated ) whatsoever, including without limitation, all permits, inspection fees, fees of space planners, architects, engineers, and contractors, utility connections, the cost of all labor and materials, bonds, insurance, and any structural or mechanical work, additional HVAC equipment or sprinkler heads or modifications to make disbursements pursuant to this Tenant Work Letter any Systems and Equipment or otherwise in connection with Tenant’s relocation of any existing sprinkler heads, either within or outside the Remaining Premises required as a result of the layout, design, or construction of the Tenant Improvements or any Tenant Improvement Allowance ItemsRemaining Premises Work. Landlord shall waive the supervisory fee for the Remaining Premises Work, as defined below, in a total amount which exceeds the sum of the Tenant Improvement Allowance. All Tenant Improvements for which the Tenant Improvement Allowance has been made available shall be deemed Landlord’s property under the terms of the Lease; provided, however, if Landlord mayis required to engage a third-party engineer to review and approve of the Remaining Premises Work, then Tenant shall pay the reasonable, out-of-pocket costs for such third-party engineer. Tenant shall perform the Remaining Premises Work in accordance with the terms and conditions of the Leases, including, but not limited to Paragraph 9 of the Lease. b. Of the Costs of the Remaining Premises Work, Landlord shall reimburse Tenant a tenant improvement allowance (collectively, the “TI Allowance”) equal to the sum of (i) $8,001,180.00 which is $110.00 per rentable square foot in the Remaining Premises for the Remaining Premises Work, plus (ii) any Abatement Credit selected by written notice Tenant pursuant to Paragraph 9 hereof. Tenant may apply the TI Allowance towards improvements and fixture installed in the Remaining Premises, the installation of furniture and the soft costs directly related thereto (e.g. architectural, engineering and space planning), which Tenant incurs during the period commencing on the Effective Date and expiring on September 30, 2027. c. From and after the date of this Amendment, Landlord shall pay to Tenant given concurrently with Landlordthe TI Allowance in installments, no more frequently than monthly, within thirty (30) days after Tenant has submitted all of invoices, unconditional partial or final unconditional lien waivers, affidavits of payment and such other evidence as Landlord may reasonably require to show that no mechanics’, materialmen’s approval or other such liens have been or may be filed against the Property, Tenant or the Premises arising out of the “Final Working Drawings”, as design or performance of that term is defined in Section 3.3, below, require Tenant, prior to the end of the Lease Term or promptly following any earlier termination of this Lease, at Tenant’s expense, to remove any Tenant Improvements and to repair any damage to the Premises and Building caused by such removal and return the affected portion of the Remaining Premises to a Building standard general office condition; providedWork for which payment is requested, however, and that Landlord shall not require Tenant to remove upon termination the Remaining Premises Work (or expiration of the portion thereof for which payment has been requested) has been completed in accordance with this Lease, or condition its approval upon Tenant’s agreement to remove upon termination or expiration of this Lease, any Tenant Improvements constructed pursuant to this Tenant Work Letter (including, without limitation, Larc improvements) which constitute standard, non-extraordinary improvements for ordinary office, laboratory and/or Larc uses in biotech facilitiesAmendment and approved by Landlord. Any portion TI Allowance not applied toward the Costs of the Tenant Improvement Allowance that is not disbursed or allocated for disbursement by December 31Remaining Premises Work as of September 30, 2013, 2027 shall revert be forfeited to Landlord and Tenant shall have no further rights with respect theretoLandlord.

Tenant Improvement Allowance. Commencing as of January 1, 2011, Tenant shall be entitled to use the “Tenant Improvement Allowance”, as defined in Section 2 of this Amendment, for the costs relating Prior to the design Commencement Date and construction of during Tenant’s continuing occupancy of the Premises, Landlord shall supervise the design, construction and installation of certain additional improvements or which are otherwise “Tenant Improvement Allowance items,” as that term is defined in Section 2.2.1, below the Premises (collectively, the “Tenant Improvements”) in accordance with the Plans (as hereinafter defined) and the following terms and conditions. Tenant’s engineer, contractor, and/or architect shall, at Tenant’s sole cost and expense (as part of the Allowance (as hereinafter defined)), prepare the plans for the design, construction and installation of the Tenant Improvements (the “Plans”) which shall be subject to Landlord’s prior written approval, such approval not to be unreasonably withheld, and said engineer and contractor shall construct such Tenant Improvements in accordance with the Plans. The final Plans, as reviewed and approved by Landlord and Tenant, shall be attached hereto as Exhibit “C.” Landlord shall contribute Four and 50/100 Dollars ($4.50) per rentable square foot of the Premises (the “Allowance”) toward only the following costs: (i) any cost of installing the Tenant Improvements on an “as completed” basis which is performed in accordance with the Plans and related to the work to be done for the purpose of preparing the Premises for Tenant’s occupancy and use, (ii) the cost of preparing the Plans, (iii) design costs for architectural, mechanical, plumbing and electrical design, (iv) construction documents and permits, and (v) a construction management fee equal to four percent (4.0%) of the total cost of constructing the Tenant Improvements to be paid to Landlord, which total cost of constructing Tenant Improvements shall not include the design costs for architectural, mechanical, plumbing and electrical design; provided, however, Tenant may elect to use a portion of the Allowance for costs associated with Tenant’s telephone and data cable lines installed in the Premises to which a construction management fee shall not be applied. In the event that either prior to the commencement of the installation of the Tenant Improvements or at any time during or following the installation of the Tenant Improvements, the cost of the Tenant Improvements exceeds the Allowance or Tenant requests any change to the aforementioned Plans which has resulted or might result in an increase in the cost of the installation of such Tenant Improvements so that the cost exceeds the Allowance, then Tenant shall be responsible for promptly paying such increased costs within thirty (30) days after Landlord demands same. Notwithstanding the foregoing, any change order(s) requested by Tenant which will result in an increase in the cost of the construction and installation of the Tenant Improvements shall be agreed to in advance by Landlord and Tenant. In no event shall Landlord be obligated have any obligation to make disbursements pursuant disburse any portion of the Allowance after the one year anniversary of the Commencement Date. Notwithstanding the foregoing, Tenant shall have the right to this Tenant Work Letter apply any unused portion of the Allowance (not to exceed Eighteen Thousand Five Hundred Fifteen and 63/100 Dollars ($18,515.63)) to one (1) monthly installment of Minimum Rental coming due hereunder at any time prior to November 30, 2007. Any savings or otherwise in connection with Tenant’s construction unused portion of the Allowance after the Tenant Improvements or any Tenant Improvement Allowance Items, are completed and after the application of one (1) months Minimum Rental (as defined below, in a total amount which exceeds the sum of the Tenant Improvement Allowance. All Tenant Improvements for which the Tenant Improvement Allowance has been made available hereinabove provided) shall be deemed retained by Landlord’s property under the terms of the Lease; provided, however, Landlord may, by written notice to Tenant given concurrently with Landlord’s approval of the “Final Working Drawings”, as that term is defined in Section 3.3, below, require Tenant, prior to the end of the Lease Term or promptly following any earlier termination of this Lease, at Tenant’s expense, to remove any Tenant Improvements and to repair any damage to the Premises and Building caused by such removal and return the affected portion of the Premises to a Building standard general office condition; provided, however, that Landlord shall not require Tenant to remove upon termination or expiration of this Lease, or condition its approval upon Tenant’s agreement to remove upon termination or expiration of this Lease, any Tenant Improvements constructed pursuant to this Tenant Work Letter (including, without limitation, Larc improvements) which constitute standard, non-extraordinary improvements for ordinary office, laboratory and/or Larc uses in biotech facilities. Any portion of the Tenant Improvement Allowance that is not disbursed or allocated for disbursement by December 31, 2013, shall revert to Landlord and Tenant shall have no further rights with respect thereto.

Tenant Improvement Allowance. Commencing as Sublessor shall, at its sole cost, expense and discretion, pay all costs to construct any fire corridors on the ground floor of January 1Building 6 required for exiting Building 6. In addition, 2011, Tenant Sublessor shall be entitled provide Sublessee with a tenant improvement allowance of up to use and in no event greater than $25.00 per rentable square foot or $794,150.00 for the second floor space and $30.—per rentable square foot or $64,740.00 for the first floor space for a total of $858,190 (the “Tenant Improvement Allowance”) the final “Allowance” of which will be determined using the rentable square footage as described in paragraph B of the Recitals. In addition, as defined in Section 2 of this Amendment, Sublessor shall pay Sublessee a moving allowance equal to $1.00 per rentable square foot or $33,924.00 (“Moving Allowance”) expendable for the costs and expenses relating to the relocation of Sublessee’s business (including, but not limited to, costs of moving Sublessee’s fixtures, furniture, equipment and general moving related expenses) from its current space to the Premises. The Moving Allowance shall be paid by Sublessor to Sublessee upon Sublessor’s receipt of Sublessee’s written demand therefor, accompanied by, as applicable, invoices documenting and evidencing such moving related costs and expenses. The Allowance may be used for but not limited to the cost of preparing design and construction documents and mechanical and electrical plans for tenant improvements for the Sublet Premises and for both hard and soft costs in connection with such tenant improvements. The Allowance, less a 10% retainage (which retainage shall be payable as part of Tenant’s improvements the final draw), shall be paid to the order of the general contractor that performs, or which are otherwise “Tenant Improvement Allowance items,” as that term is defined in Section 2.2.1, below (collectivelyarchitect who designs, the “Tenant Improvements”)tenant improvements, in periodic disbursements within thirty (30) days after receipt of the following documentation: (i) an application for payment and sworn statement of contractor substantially in the form of AIA Document G-702 covering all work for which disbursement is to be made to a date specified therein; (ii) a certification from an AIA architect substantially in the form of the Architect’s Certificate for Payment which is located on AIA Document G702, Application and Certificate of Payment; (iii) Contractor’s, subcontractor’s and material supplier’s waivers of liens which shall cover all tenant improvements for which disbursement is being requested and all other statements and forms required for compliance with the mechanics’ lien laws of the state in which the Sublet Premises is located, together with all such invoices, contracts, or other supporting data as Sublessor may reasonably require; (iv) a cost breakdown for each trade or subcontractor performing the tenant improvements; (v) plans and specifications for the tenant improvements, together with a certificate from an AIA architect that such plans and specifications comply in all material respects with all laws affecting the Project or Sublet Premises; (vi) copies of all construction contracts for the tenant improvements, together with copies of all change orders, if any; and (vii) a request to disburse from Sublessee containing an approval by Sublessee of the work done and a good faith estimate of the cost to complete the tenant improvements. Upon completion of the tenant improvements, and prior to final disbursement of the Allowance, Sublessee shall furnish Sublessor with: (1) general contractor and architect’s completion affidavits, (2) full and final waivers of lien, (3) receipted bills covering all labor and materials expended and used, (4) as-built plans of the tenant improvements, and (5) the certification of Sublessee and its architect that the tenant improvements have been installed in a good and workmanlike manner in accordance with the approved plans, and in accordance with applicable laws, codes and ordinances. In no event shall Landlord Sublessor be required to disburse the Allowance more than one time per month. If the tenant improvements exceed the Allowance, Sublessee shall be entitled to the Allowance in accordance with the terms hereof, but each individual disbursement of the Allowance shall be disbursed in the proportion that the Allowance bears to the total cost for the tenant improvements, less the 10% retainage referenced above. Notwithstanding anything herein to the contrary, Sublessor shall not be obligated to make disbursements pursuant disburse any portion of the Allowance during the continuance of Sublessee’s uncured default under this Sublease, and Sublessor’s obligation to disburse shall only resume when and if such default is cured. In no event shall the Allowance be used for rent, operating expenses, relocation costs, the purchase of equipment, furniture or other items of personal property of Sublessee but rather must be used in accordance with the requirements as set forth in the Master Lease. If Sublessee does not submit a request for payment of the entire Allowance to Sublessor in accordance with the provisions contained in this Tenant Work Letter Section by November 1, 2010, any unused portion of the Allowance shall accrue to the sole benefit of Sublessor, it being understood that Sublessee shall not be entitled to any credit, abatement or otherwise other concession in connection therewith. Should Sublessor fail to pay over any portion of the Allowance or the Moving Allowance due to Sublessee within the time period set forth herein, then Sublessee may set off such unpaid amounts from its payment of Fixed Rent to Sublessor hereunder, provided that Sublessee has, prior to November 1, 2010, requested such unpaid amounts from Sublessor in accordance with this Section 21. Sublessee shall be responsible for all applicable state sales or use taxes, if any, payable in connection with Tenantthe tenant improvements and/or Allowance. Furthermore, Sublessee agrees to a full open book process allowing Sublessor or Sublessor’s representative to review construction costs records and schedule to confirm actual construction items and costs as outlined above. There will be no deduction from the Allowance for Sublessee’s construction of management fee other than any construction management fee imposed by Prime Lessor in accordance with the Tenant Improvements Prime Lease. Except for any such Prime Lessor construction management fee, Sublessee shall not be required to pay any construction management fees or any Tenant Improvement Allowance Itemsother similar fees for the tenant improvements. Notwithstanding the foregoing, as defined below, in a total amount which exceeds Sublessee hereby agrees and acknowledges that all tenant improvements to the sum of the Tenant Improvement Allowance. All Tenant Improvements for which the Tenant Improvement Allowance has been made available shall Sublet Premises must be deemed Landlord’s property under the terms of the Lease; provided, however, Landlord may, approved by written notice to Tenant given concurrently with Landlord’s approval of the “Final Working Drawings”, as that term is defined in Section 3.3, below, require Tenant, Prime Lessor prior to being made as provided in the end of the Lease Term or promptly following any earlier termination of this Prime Lease, at Tenant’s expense, to remove any Tenant Improvements and to repair any damage to the Premises and Building caused by such removal and return the affected portion of the Premises to a Building standard general office condition; provided, however, that Landlord shall not require Tenant to remove upon termination or expiration of this Lease, or condition its approval upon Tenant’s agreement to remove upon termination or expiration of this Lease, any Tenant Improvements constructed pursuant to this Tenant Work Letter (including, without limitation, Larc improvements) which constitute standard, non-extraordinary improvements for ordinary office, laboratory and/or Larc uses in biotech facilities. Any portion of the Tenant Improvement Allowance that is not disbursed or allocated for disbursement by December 31, 2013, shall revert to Landlord and Tenant shall have no further rights with respect thereto.

Tenant Improvement Allowance. Commencing as of January 1, 2011, Tenant shall be entitled to use a one-time tenant improvement allowance in an amount equal to Two Hundred Forty-Nine Thousand Six Hundred Twenty and 00/100 Dollars ($249,620.00) for costs and fees related to the design and construction of tenant improvements to the Expansion Premises (the “Tenant Improvement Allowance”); provided, as defined however, that the Tenant Improvement Allowance may be used for multiple projects but must be disbursed in Section 2 accordance with the terms of this AmendmentSection 9(a) no later than the last day of the eighteenth (18th) month following the Expansion Premises Commencement Date. The construction of any tenant improvements by Landlord shall be performed in accordance with the terms and conditions of Section 10 of the Lease and this Section 9(a). Upon Tenant’s request that Landlord perform any tenant improvements, Landlord shall prepare a construction schedule that is reasonably acceptable by both parties and Landlord shall use diligent efforts to perform the tenant improvements in accordance with such schedule. In connection with construction of the tenant improvements by Landlord, Landlord shall contract with a general contractor selected from a list of competitive bidders who are subject to the reasonable approval of Tenant pursuant to a guaranteed maximum price contract in an amount reasonably approved by Tenant, for the performance of the tenant improvements under the direct supervision of Xxxxxxx Properties, Inc. as construction manager, at a fee equal to five percent (5%) of hard construction costs relating (scope of work to include coordination of architect, engineer, design/build subcontractors, general contractor, submittals for permits, construction and punch list) as a cost of the tenant improvements. The Tenant Improvement Allowance shall be disbursed by Landlord directly to the applicable design professional, contractor, materialman or other laborer in connection with the construction of such tenant improvements. Tenant shall be liable for all fees and costs of the design and construction of Tenant’s any tenant improvements or which are otherwise “Tenant Improvement Allowance items,” as that term is defined in Section 2.2.1, below (collectively, the “Tenant Improvements”). In no event shall Landlord be obligated to make disbursements pursuant to this Tenant Work Letter or otherwise in connection with Tenant’s construction of the Tenant Improvements or any Tenant Improvement Allowance Items, as defined below, in a total amount which exceeds the sum excess of the Tenant Improvement Allowance. All Tenant Improvements for which Allowance once the Tenant Improvement Allowance has been made available disbursed (such difference referred to herein as the “Tenant Improvement Shortfall”). Tenant shall pay the Tenant Improvement Shortfall upon written request from Landlord accompanied by invoices reflecting such amounts due within thirty (30) days following Tenant’s receipt of such payment request. Any tenant improvements constructed by Landlord shall be deemed Landlord’s property under in accordance with the terms and procedure set forth in the first paragraph of Section 5.2 (except that references therein to the Preliminary Plans shall be preliminary plans provided by Tenant and the Final Cost Estimate shall be to a cost estimate provided by Landlord based on the Final Plans) and Section 5.3 of the Lease; provided, however, Landlord may, by written notice to Tenant given concurrently with Landlord’s approval of the “Final Working Drawings”, as that term is defined in Section 3.3, below, require Tenant, prior to the end of the Lease Term or promptly following any earlier termination of this Lease, at Tenant’s expense, to remove any Tenant Improvements and to repair any damage to the Premises and Building caused by such removal and return the affected portion of the Premises to a Building standard general office condition; provided, however, that Landlord shall not require Tenant have no obligation to remove upon termination or expiration of this Lease, or condition its approval upon Tenant’s agreement to remove upon termination or expiration of this Lease, deliver the Expansion Premises with any Tenant Improvements constructed pursuant to this Tenant Work Letter (including, without limitation, Larc improvements) which constitute standard, non-extraordinary tenant improvements for ordinary office, laboratory and/or Larc uses in biotech facilitiescompleted by the Expansion Premises Commencement Date. Any portion of the Tenant Improvement Allowance that is not disbursed or allocated for disbursement by December 31, 2013, shall revert to Landlord and Tenant shall have no further rights obligation to remove any such tenant improvements from the Premises upon the termination of the Lease unless (a) such improvements are inconsistent with respect theretoa normal office or laboratory build-out and (b) Landlord notifies Tenant in writing at the time it delivers to Tenant the final plans for such improvements that such improvements need to be restored.

Tenant Improvement Allowance. Commencing as of January 1, 2011, (a) Tenant shall be entitled to use a one-time Tenant allowance in the amount of up to, but not exceeding, $1,035,552.00 (“Tenant Improvement Allowance”, as defined in Section 2 of this Amendment), for the costs relating to the initial design and construction of Tenant’s improvements or which are otherwise “the Tenant Improvements; provided, however, that Tenant may only utilize up to $369,840 of the Tenant Improvement Allowance items,” as that term is defined in Section 2.2.1for the purchase and installation of Movable Improvements, below (collectively, and up to $73,968 of the “Tenant Improvements”)Improvement Allowance for the installation of cabling within the Premises. In no event shall Landlord be obligated to make disbursements pursuant with respect to this Tenant Work Letter or otherwise in connection with Tenant’s construction of the Tenant Improvements or any Tenant Improvement Allowance Items, as defined below, pursuant to the Lease in a total amount which exceeds the sum Tenant Improvement Allowance and in the event that the total cost of the Tenant Improvements shall exceed the Tenant Improvement Allowance, then Tenant shall be solely and exclusively responsible for such excess costs. All Tenant Improvements for which the Tenant Improvement Allowance has been made available shall be deemed Landlord’s property under the terms of the LeaseLease and shall revert to Landlord upon termination of the Lease for any reason, it being understood and agreed that Tenant shall have no ownership interest whatsoever in the Tenant Improvements; provided, howeverhowever that, Landlord may, by written notice to Tenant given concurrently with at Landlord’s approval election, to be made any time before the expiration of the “Final Working Drawings”Lease, Tenant shall, at its sole cost and expense, remove all Communications Equipment (or such portions thereof required by Landlord) and shall restore the Designated Areas (as that term is defined in Section 3.3, below, require Tenant, ) to the condition they were prior to the end installation of the Lease Term Communications Equipment. Any unused portion of Tenant Improvement Allowance shall not be disbursed to Tenant. (b) Tenant shall be responsible for designing, constructing and installing, and hereby agrees to use diligent efforts to construct and install in a good and workmanlike manner, all the Tenant Improvements on or promptly following any earlier termination before the date that is six (6) months from the date hereof. The design, construction and installation of this Lease, at the Tenant Improvements shall hereinafter be referred to as the “Tenant’s expense, Work”. Tenant shall have the right to remove any Tenant Improvements and to repair any damage to the Premises and Building caused by such removal and return the affected portion of the Premises to a Building standard general office condition; provided, however, that Landlord shall not require Tenant to remove upon termination or expiration of this Lease, or condition its approval upon Tenant’s agreement to remove upon termination or expiration of this Lease, any Tenant Improvements constructed pursuant to this Tenant Work Letter (including, without limitation, Larc improvements) which constitute standard, non-extraordinary improvements for ordinary office, laboratory and/or Larc uses in biotech facilities. Any portion of use the Tenant Improvement Allowance that is in any portion of the Premises. (c) Tenant’s selection of any contractor (“Tenant’s Contractor”) or architect (“Tenant’s Architect”) in connection with the construction of the Tenant Improvements shall be subject to Landlord’s reasonable prior written approval, which shall not disbursed be unreasonably withheld, conditioned or allocated for disbursement by December 31, 2013, shall revert to Landlord and Tenant shall have no further rights with respect theretodelayed.

Tenant Improvement Allowance. Commencing as Landlord shall provide Tenant with a tenant improvement allowance (the “T.I. Allowance”) in the maximum amount of January 1Nine Hundred Five Thousand One Hundred and xx/00 Dollars ($905,100.00) ($105.00 per square foot based on 8,620 square feet this will need to be adjusted with the increased square footage) for the cost of the Tenant Improvements constructed and described in the Approved Plans. Any costs for Tenant Improvements in excess of the T.I. Allowance shall be paid for by Tenant, 2011and the availability of liquid funds for the full amount of such excess shall be demonstrated to Landlord prior to the start of construction. Prior to the commencement of construction, Tenant shall provide Landlord with a copy of the executed construction contract with a stipulated sum or guaranteed maximum cost contract showing the cost of the Tenant Improvements. The T. I. Allowance shall be entitled to use used and applied toward the “Tenant Improvement Allowance”, as defined in Section 2 cost of this Amendment, for the costs relating design (only to the design extent set forth herein) and construction of Tenant’s improvements or which are otherwise “Tenant Improvement Allowance items,” as that term is defined in Section 2.2.1, below (collectively, the “Tenant Improvements”). In no event shall Landlord be obligated to make disbursements pursuant to this Tenant Work Letter or otherwise in connection with Tenant’s construction of the Tenant Improvements or any Tenant Improvement Allowance Items(including design, as defined belowarchitectural, in a total amount which exceeds the sum of the Tenant Improvement Allowance. All Tenant Improvements for which the Tenant Improvement Allowance has been made available shall be deemed Landlord’s property under the terms of the Lease; providedengineering, mechanical and millwork, and excluding, however, the I. Allowance shall be paid by Landlord may, by written notice to Tenant given concurrently with Landlord’s approval of the “Final Working Drawings”, as that term is defined in Section 3.3, below, require Tenant, prior to the end of the Lease Term or promptly following any earlier termination of this Lease, at Tenant’s expense, to remove any Tenant Improvements and to repair any damage to the Premises and Building caused by such removal and return the affected portion of the Premises to a Building standard general office condition; follows (provided, however, that Landlord no payment shall be required if construction is not require Tenant to remove upon termination or expiration of this Leaseproceeding diligently and continuously in the normal course from commencement, as reasonably determined by Landlord, or condition if at the time there is any default under this Lease we can agree to some language that payments may be delayed if Landlord provides timely notice of its approval upon concern that construction is not proceeding in such a manner as to achieve the targeted opening date and Tenant does not provide reasonable evidence to the contrary): 2.2.1 Payment No. 1 - $181,020.00 (each of these numbers will likewise need to be revised) (“Payment #1”) shall be paid within forty-five (45) days after the later of (a) Tenant’s agreement delivery to remove upon termination Landlord of originals (or expiration certified copies) of this Lease, any Tenant Improvements constructed pursuant to this Tenant Work Letter (including, without limitation, Larc improvements) which constitute standard, non-extraordinary improvements all Building Permits for ordinary office, laboratory and/or Larc uses in biotech facilities. Any portion construction of the Tenant Improvement Allowance that is not disbursed or allocated for disbursement Improvements and (b) commencement of construction of the Tenant Improvements (as reasonably determined by December 31, 2013, Landlord); 2.2.2 Payment No. 2 - $181,020.00 (“Payment #2”) shall revert to Landlord and Tenant be paid within forty-five (45) days after Payment #1. 2.2.3 Payment No. 3 - $181,020.00 shall have no further rights with respect theretobe paid within forty-five (45) days after Payment #2.

Tenant Improvement Allowance. Commencing Upon completion of all or a portion of the Tenant Improvements, Tenant may make one or more requests in writing for a disbursement of a portion of the Tenant Improvement Allowance (which disbursement requests may not be made more frequently than monthly and may not be made for a disbursement request of less than $50,000 per request, excluding, however, the final disbursement of the Tenant Improvement Allowance). Each disbursement request shall include (a) a reasonably detailed description of the completed portion of the Tenant Improvements, (b) the total cost of the completed Tenant Improvements, and (c) copies of paid invoices evidencing the actual, out-of-pocket expenses incurred by Tenant for the completed Tenant Improvements. For thirty (30) days after receipt of Tenant’s request for disbursement, Landlord shall have the right to review such submission and have its building supervisor or property manager inspect the Property and verify that the portion of the Tenant Improvements for which a portion of the Tenant Improvement Allowance is then requested have been completed in accordance with the Tenant’s Plans, as approved by Landlord, and this Exhibit “B”. It shall be a condition precedent to any disbursement of January 1the Tenant Improvement Allowance that Tenant shall have furnished to Landlord executed unconditional partial or final mechanics lien releases from Tenant’s Contractors and all other parties (if any) who performed such work in connection with the applicable portion of Tenant Improvements as set forth in Section 3(g) of this Exhibit “B”. Subject to such review, 2011inspection and the conditions set forth in this Exhibit “B”, Landlord shall disburse to Tenant the portion of the Tenant Improvement Allowance requested within forty-five (45) days after the date of Tenant’s written request therefor. Any request for disbursement of the Tenant Improvement Allowance shall be made by Tenant within twenty four (24) months of the date of the Amendment, which twenty four (24) month period may be reasonably extended due to Force Majeure Delays, as defined below (“TI Deadline”). In the event that Tenant fails to complete the Tenant Improvements and properly request the Tenant Improvement Allowance on or prior to the TI Deadline, Tenant shall be entitled deemed to use the “Tenant Improvement Allowance”, as defined in Section 2 of this Amendment, for the costs relating have forfeited any and all right to the design and construction of Tenant’s improvements or which are otherwise “Tenant Improvement Allowance items,” as that term is defined in Section 2.2.1, below (collectively, the “Tenant Improvements”). In no event shall Landlord be obligated to make disbursements pursuant to this Tenant Work Letter or otherwise in connection with Tenant’s construction of the Tenant Improvements or receive any Tenant Improvement Allowance Items, as defined below, in a total amount which exceeds the sum then-undisbursed portion of the Tenant Improvement Allowance. All Tenant Improvements for which Notwithstanding the Tenant Improvement Allowance has been made available foregoing, in no event shall Landlord be deemed Landlord’s property under the terms of the Lease; provided, however, Landlord may, by written notice required to Tenant given concurrently with Landlord’s approval of the “Final Working Drawings”, as that term is defined in Section 3.3, below, require Tenant, prior to the end of the Lease Term or promptly following pay any earlier termination of this Lease, at Tenant’s expense, to remove any Tenant Improvements and to repair any damage to the Premises and Building caused by such removal and return the affected portion of the Premises to a Building standard general office condition; provided, however, that Landlord shall not require Tenant to remove upon termination or expiration of this Lease, or condition its approval upon Tenant’s agreement to remove upon termination or expiration of this Lease, any Tenant Improvements constructed pursuant to this Tenant Work Letter (including, without limitation, Larc improvements) which constitute standard, non-extraordinary improvements for ordinary office, laboratory and/or Larc uses in biotech facilities. Any portion of the Tenant Improvement Allowance that is not disbursed at any time during which default by Tenant has occurred under this Lease and remains outstanding. For purposes of this Work Letter, “Force Majeure Delay(s)” shall include, without limitation, strikes, lockouts or allocated for disbursement by December 31labor disputes, 2013inability to obtain labor or materials or reasonable substitutes therefor, shall revert unusual weather conditions, acts of God or the public enemy, acts of terrorism, condemnation, civil commotion, fire of other casualty, shortage of fuel, willful or negligent action or omission of a Landlord Party, action or nonaction of public utilities or of local, state or federal governments or authorities affecting the Tenant Improvements or the ability to Landlord and Tenant shall have no further rights with respect theretoobtain permits or entitlements, or any other events, acts or conditions which are beyond the reasonable control of Tenant.

Tenant Improvement Allowance. Commencing as of January 1, 2011, Tenant shall be entitled to use a tenant improvement allowance (the “"Tenant Improvement Allowance”") in the total amount of up to, as defined in Section 2 but not exceeding $31.25 per rentable square foot of this Amendmentthe Premises (including the Initial Premises and any Must-Take Space added to the Premises during the initial ten (10) years of the Term), for the costs relating to the initial design and construction of Tenant’s 's improvements or which are otherwise “permanently affixed to the Premises (the "Tenant Improvements"); provided, however, that Landlord shall have no obligation to disburse all or any portion of the Tenant Improvement Allowance items,” to Tenant unless Tenant makes a request for disbursement pursuant to the terms and conditions of Section 2.2 below prior to that date which is twelve (12) months after the applicable Commencement Date for the applicable portion of the Premises (as that term is defined in Section 2.2.1, below (collectivelyapplicable with respect to each portion of the Premises, the “"Outside Allowance Date"); the Outside Allowance Date shall be delayed, on a day for day basis, for each day that the design or construction of the Tenant Improvements”)Improvements within such portion of the Premises is delayed due to Force Majeure Events or Landlord Delay. In no event shall Landlord be obligated to make disbursements pursuant to this Tenant Work Letter or otherwise in connection with Tenant’s construction of the Tenant Improvements or any Tenant Improvement Allowance Items, as defined below, in a total amount which exceeds the sum of the Tenant Improvement Allowance. All Tenant Improvements for which the Tenant Improvement Allowance has been made available shall be deemed Landlord’s property under the terms of the Lease; provided, however, Landlord may, by written notice to Tenant given concurrently with Landlord’s approval of the “Final Working Drawings”, as that term is defined in Section 3.3, below, require Tenant, prior to the end of the Lease Term or promptly following any earlier termination of this Lease, at Tenant’s expense, to remove any Tenant Improvements and to repair any damage to the Premises and Building caused by such removal and return the affected portion of the Premises to a Building standard general office condition; provided, however, that Landlord shall not require Tenant be entitled to remove upon termination receive any cash payment or expiration of this Lease, credit against Rent or condition its approval upon Tenant’s agreement to remove upon termination or expiration of this Lease, otherwise for any Tenant Improvements constructed pursuant to this Tenant Work Letter (including, without limitation, Larc improvements) which constitute standard, non-extraordinary improvements for ordinary office, laboratory and/or Larc uses in biotech facilities. Any unused portion of the Tenant Improvement Allowance that which is not disbursed used to pay for the Tenant Improvement Allowance Items (as such term is defined below). In no event shall the Tenant Improvement Allowance be used for purposes of constructing improvements in the Premises for purposes of offering space for sublease or allocated for disbursement by December 31, 2013, shall revert to Landlord and Tenant shall have no further rights with respect theretothe benefit of a subtenant.

Tenant Improvement Allowance. Commencing as Landlord shall provide to Tenant, on the terms and conditions set forth in this paragraph, a tenant improvement allowance in an amount equal to Fifty Five and 00/100 Dollars ($55.00) per rentable square foot of January 1, 2011, the Premises to be applied towards the Costs of Tenant shall be entitled to use Improvements and such other purposes described in this paragraph 5.11 (the “Tenant Improvement Allowance”, as defined in Section 2 ). Tenant shall be entitled to apply a portion of this Amendment, for the costs relating to the design and construction of Tenant’s improvements or which are otherwise “such Tenant Improvement Allowance items,” as that term is defined in Section 2.2.1(not to exceed Eleven and 00//100 Dollars ($11.00) per rentable square foot of the Premises), below to its moving costs, purchase of furniture, fixture and equipment (collectivelyincluding telecommunication and cabling), and the costs of preparing the Space Plan and Plans and Specifications, with the balance being required to be applied towards the “hard” costs of constructing the Tenant Improvements”). In no event shall Landlord be obligated may also disburse amounts, upon written notice to make disbursements pursuant to this Tenant Work Letter or otherwise in connection with Tenant’s construction of the Tenant Improvements or any Tenant Improvement Allowance Items, as defined below, in a total amount which exceeds the sum of the Tenant Improvement Allowance. All Tenant Improvements for which from the Tenant Improvement Allowance has been made available shall be deemed Landlord’s property under to reimburse Landlord for any expenses or costs incurred by Landlord in connection with the terms of the Lease; provided, however, Landlord may, by written notice to Tenant given concurrently with Landlord’s approval of the “Final Working Drawings”, as that term is defined in Section 3.3, below, require Tenant, prior to the end of the Lease Term or promptly following any earlier termination of this Lease, at Tenant’s expense, to remove any Tenant Improvements and to repair any damage to the Premises and Building caused by such removal and return the affected portion of the Premises to a Building standard general office condition; providedas expressly permitted under this Work Agreement, however, that Landlord shall including but not require Tenant to remove upon termination or expiration of this Lease, or condition its approval upon Tenant’s agreement to remove upon termination or expiration of this Lease, any Tenant Improvements constructed pursuant to this Tenant Work Letter (including, without limitation, Larc improvements) which constitute standard, non-extraordinary improvements for ordinary office, laboratory and/or Larc uses limited as set forth in biotech facilitiesparagraph 5.10 above. Any portion Disbursements of the Tenant Improvement Allowance that is not disbursed shall only be made to Tenant (or allocated at Landlord’s election, General Contractor) upon Landlord’s receipt of written paid invoices and lien waivers based on completed, paid-for disbursement by December 31, 2013, shall revert work and submitted on forms satisfactory to Landlord (including but not limited to an AIA payment request form from Tenant’s Architect), and Tenant such additional information as Landlord may reasonably request. Such invoices, lien waivers and vouchers shall be submitted no later than fifteen (15) Business Days prior to the date for the requested disbursement. So long as a default has occurred and is continuing, Landlord shall have no further rights obligation to make any disbursements of the Tenant Improvement Allowance hereunder. Disbursement for any non-hard construction costs shall only occur after the final accounting by Tenant to Landlord of all of its payments to its contractors, receipt of all final lien waivers, receipt by Tenant of all required final occupancy and other permits and a certificate of substantial completion from Tenant’s Architect with respect theretoto the Tenant Improvements. In the event Tenant does not expend the entirety of the Tenant Improvement Allowance for the Costs of Tenant Improvements, then Tenant shall be entitled to apply such unexpired amount to its Base Rent obligations under the Lease so long as: (1) No Event of Default has occurred and is continuing under the Lease; (2) Such amount does not exceed Five Dollars ($5.00) per rentable square foot of the Premises (any expended balance in excess of such amount being deemed forfeited); and (3) such application request is being made no more than two hundred seventy (270) days after the Commencement Date, with the actual application to be made at the time the Base Rent obligation accrues (i.e. no advance payment of Base Rent).

Tenant Improvement Allowance. Commencing as of January 1, 2011, Tenant shall be entitled to use a tenant improvement allowance (the “Tenant Improvement Allowance”, as defined "TENANT IMPROVEMENT ALLOWANCE") in Section 2 the amount of this Amendment, One Million Six Hundred Seventy-Eight Thousand Seven Hundred Fifty-Eight Dollars ($1,678,758.00) for the costs relating to the design and construction of Tenant’s 's improvements or (the "TENANT Improvements"). Tenant shall have the right to defer the construction of Tenant Improvements for space in the Building which are otherwise “Tenant Improvement Allowance items,” as elects not to initially build-out until no later than three (3) years after the Lease Commencement Date; however, (i) if Tenant elects to commence construction of Tenant Improvements for any space in the Building, such construction may not thereafter be deferred, and (ii) any such deferral shall be deemed a Tenant Delay so that term is defined in Section 2.2.1, below (collectively, the “Tenant Improvements”)Lease Commencement Date shall not be delayed. In no event shall Landlord be obligated to make disbursements pursuant to this Tenant Work Letter or otherwise in connection with Tenant’s construction of the Tenant Improvements or any Tenant Improvement Allowance Items, as defined below, in a total amount which exceeds the sum Tenant Improvement Allowance (except as expressly contemplated by this Tenant Work Letter). Any portion of the Tenant Improvement AllowanceAllowance remaining after construction of the Tenant Improvements for the Building may be used by Tenant for Tenant Improvements for such Building before the first anniversary of the Lease Commencement Date for such Building; provided, however, Tenant shall have the right to transfer portions of the Tenant Improvement Allowance among the Building and Buildings 2 and 5 for Tenant Improvements and space planning costs only. Further, Tenant shall allocate and use a minimum Tenant Improvement Allowance for "hard costs" (i.e., costs incurred under the general contract with Contractor) of Tenant Improvements in an amount not less than One Million Ninety-Six Thousand Nine Hundred Sixteen Dollars ($1,096,916.00). All Tenant Improvements for which the Tenant Improvement Allowance has been made available shall be deemed Landlord’s 's property except as described under the terms of the Lease; provided, however, Landlord may, by written notice to Tenant given concurrently with Landlord’s approval of the “Final Working Drawings”, as that term is defined in Section 3.3, below, require Tenant, prior to the end of the Lease Term or promptly following any earlier termination 8.5 of this Lease, at Tenant’s expense, to remove any Tenant Improvements and to repair any damage to the Premises and Building caused by such removal and return the affected portion of the Premises to a Building standard general office condition; provided, however, that Landlord shall not require Tenant to remove upon termination or expiration of this Lease, or condition its approval upon Tenant’s agreement to remove upon termination or expiration of this Lease, any Tenant Improvements constructed pursuant to this Tenant Work Letter (including, without limitation, Larc improvements) which constitute standard, non-extraordinary improvements for ordinary office, laboratory and/or Larc uses in biotech facilities. Any portion of the Tenant Improvement Allowance that is not disbursed or allocated for disbursement by December 31, 2013, shall revert to Landlord and Tenant shall have no further rights with respect thereto.

Tenant Improvement Allowance. Commencing Tenant may designate such portion of the funds to be provided by Landlord as of January 1, 2011, Tenant shall be entitled to use the “Tenant Improvement Allowance”Allowance for the Initial Premises, Must-Take Space 1 and Must-Take Space 3 in accordance with terms and conditions set forth in Section 5 of the Summary to reimburse Tenant for the Tenant Improvement Allowance Items (as defined in Section 2 3.2.1 below) from time to time in accordance with the terms and conditions of this AmendmentTenant Work Letter, for the costs relating but only to the design and construction of Tenant’s improvements or which are otherwise “extent that the Tenant Improvement Allowance items,” as that term is defined not utilized by Tenant for the cost of Must Take 1 Work, Must Take 3 Work or any of the Site Modernization/Beautification Work, and is payment is requested in Section 2.2.1, below (collectively, accordance with the “Tenant Improvements”). In no event shall Landlord be obligated to make disbursements pursuant to terms and conditions of this Tenant Work Letter or otherwise in connection with Tenant’s construction of prior to the Tenant Improvements or any Tenant Improvement Allowance Items, as defined below, in a total amount which exceeds TIA Expiration Date. In the sum of the Tenant Improvement Allowance. All Tenant Improvements for which event that the Tenant Improvement Allowance has been made available shall be deemed Landlord’s property under the terms of the Lease; provided, however, Landlord may, by written notice to Tenant given concurrently with Landlord’s approval of the “Final Working Drawings”, as that term is defined in Section 3.3, below, require Tenant, prior to the end of the Lease Term or promptly following any earlier termination of this Lease, at Tenant’s expense, to remove any Tenant Improvements and to repair any damage to the Premises and Building caused by such removal and return the affected portion of the Premises to a Building standard general office condition; provided, however, that Landlord shall not require Tenant to remove upon termination or expiration of this Lease, or condition its approval upon Tenant’s agreement to remove upon termination or expiration of this Lease, any Tenant Improvements constructed pursuant to this Tenant Work Letter (including, without limitation, Larc improvements) which constitute standard, non-extraordinary improvements for ordinary office, laboratory and/or Larc uses in biotech facilities. Any portion of the Tenant Improvement Allowance that is not disbursed fully utilized by Tenant on or allocated for disbursement by before December 31, 20132020 (the "TIA Expiration Date"), then such unused amounts shall revert to Landlord Landlord, and Tenant shall have no further rights with respect thereto. At any time prior to the TIA Expiration Date, Tenant shall have the option, by delivery of written notice to Landlord (each a "TIA Allocation Notice"), to allocate any or all of the Tenant Improvement Allowance (or to modify any prior allocation thereof) that has not been allocated by Tenant to the cost of the Must Take 1 Work, Must Take 3 Work or any of the Site Modernization/Beautification Work in accordance with Exhibits B-2 and B-4 to this Lease (or that may have been so allocated and was not utilized by Tenant for the cost of such work), to pay for the Tenant's cost of the Tenant Improvement Allowance Items pursuant to this Tenant Work Letter. In no event, however, shall such allocation of the Tenant Improvement Allowance to Tenant Improvement Allowance Items pursuant to this Tenant Work Letter result in the aggregate amount payable by Landlord pursuant to this Lease to exceed the total amount of the Tenant Improvement Allowance payable by Landlord pursuant to Section 5 of the Summary. All Tenant Improvements Allowance Items actually paid for (or reimbursed) by Landlord with proceeds of the Tenant Improvement Allowance, Including without limitation the cost of Tenant’s furniture, trade fixtures, equipment, and other items of personal property included in the "FF&E Costs" (as defined in Section 3.2 below), shall be deemed Landlord's property under the terms of this Lease; provided that Tenant's removal and restoration obligations with respect to the Tenant Improvements shall be governed by the terms and conditions of Section 8.5 of the Lease. Tenant’s furniture, trade fixtures, equipment, and other items personal property paid for (or reimbursed) by Landlord as FF&E Costs (the "Tenant's FF&E") shall be deemed Landlord's property during the Lease Term.

Tenant Improvement Allowance. Commencing as Subject to the terms and conditions set forth below, Landlord shall make disbursements (including directly to vendors at Tenant’s request) on account of January 1costs to be incurred in connection with the Tenant Work, 2011, Tenant shall not to exceed Twelve Million Dollars ($12,000,000.00) in the aggregate and to be entitled to use allocated between the Category 1 Improvements and the Category 2 Improvements in accordance with Paragraph 26 of the Lease (the “Tenant Improvement Allowance” and each disbursement from the Tenant Improvement Allowance being a “TI Disbursement”). TI Disbursements shall be made within ten (10) days after the satisfaction of the following conditions (the “TI Disbursement Conditions”): (1) Receipt by Landlord of a request for TI Disbursement from Tenant (a “TI Request”), as defined detailing and or including, at a minimum, (a) the items of Tenant Work with respect to which the TI Disbursement is sought, (b) whether each item constitutes a Category 1 Improvement or Category 2 Improvement, (c) complete or partial lien waivers reasonably acceptable to Landlord in Section respect of any amounts subject to the TI Request, and (d) (x) a copy of all invoices (or other evidence that Tenant owes or has already made such payment) that Tenant wishes to be paid in whole or in part from the Tenant Improvement Allowance, (y) evidence that Xxxxxx has paid (or will pay contemporaneously with Xxxxxxxx’s disbursement) an amount equal to Sixty-Six and Two-Thirds Percent (66.67%) of any Category 2 of this AmendmentImprovements to be funded with the TI Disbursement, and (z) a certification by Tenant that the TI Disbursement shall only be used for the costs relating purposes of paying for the Tenant Work identified in the TI Request, and that each of the other TI Disbursement Conditions have been satisfied. (2) Tenant cannot make more than one request per month for a TI Disbursement. (3) The Property shall not have been materially injured, damaged or destroyed by any casualty, nor shall any part of the Property be subject to any condemnation proceedings or negotiations for sale in lieu thereof; (4) The Lease and this Work Letter shall be and remain outstanding and enforceable in accordance with each of their terms; (5) To the extent that the Tenant requests direct payment by Landlord, the Tenant Contractor must provide a W-9 and other payment information reasonably requested by Landlord; (6) No default or Event of Default shall have occurred and then be continuing; (7) No liens shall have been recorded or filed against the Property or any Tenant Improvements in connection with the Tenant Work (except for any liens satisfying each of the following conditions: (a) Landlord has received prior written notice of such lien, (b) such lien has been bonded or discharged to the design satisfaction of Landlord (in its sole or absolute discretion), and construction (c) Landlord has provided written notice to Tenant evidencing its approval of the bonding or discharge of such liens). Upon the full disbursement of all funds in the Tenant Improvement Allowance (or completion of all of the Tenant Work if less than the full Tenant Improvement Allowance has been disbursed), Tenant shall promptly provide to Landlord: (x) the Certificate of Occupancy for the Property and any amendments thereto, and (y) a submissions by Tenant to Landlord of Tenant’s improvements or contractor sworn statement that all Tenant Work has been paid for in full which are otherwise “shall include unconditional final lien releases for all Tenant Work substantiating that all Tenant Work has been paid in full, and all other evidence reasonably necessary to evidence Tenant’s compliance with Section 2.14 of this Work Letter. Furthermore, Landlord and/or its architect shall be permitted to inspect to determine whether Tenant Work complies with the Tenant Work Plans. If Landlord reasonably determines that Tenant Work does not comply with the Tenant Work Plans, Tenant shall promptly take all commercially reasonable steps to cause compliance with the same, and following completion shall submit the documents in (x) and (y) above to Landlord. No unused portion of the Tenant Improvement Allowance items,” as that term is defined shall be applied to offset rent, and in Section 2.2.1, below (collectively, the “Tenant Improvements”). In no event shall will Landlord be obligated required to make disbursements pursuant to this reimburse Tenant Work Letter or otherwise for any amounts in connection with Tenant’s construction of the Tenant Improvements or any Tenant Improvement Allowance Items, as defined below, in a total amount which exceeds the sum excess of the Tenant Improvement Allowance. All Tenant Improvements for which To the extent that Xxxxxx has expended funds that would constitute a Tenant Improvement Allowance has been made available shall be deemed Landlord’s property under the terms of the Lease; provided, however, Landlord may, by written notice to Tenant given concurrently with Landlord’s approval of the “Final Working Drawings”, as that term is defined in Section 3.3, below, require Tenant, prior to the end Commencement Date, Tenant can request a TI Disbursement on the Commencement Date so long as on or prior to the Commencement Date Tenant satisfies the TI Disbursement Conditions in respect of the Lease Term or promptly following any earlier termination of this Leasesame. Notwithstanding anything herein to the contrary, at Tenantthe request of a Tenant Contractor or at Landlord’s expenserequest of a Tenant Contractor, Landlord may elect, in its sole and absolute discretion, to remove enter into a contract for Category I Improvements relating to any Tenant Improvements and to repair any damage to the Premises and Building caused by such removal and return the affected portion of the Premises Work subject to a Building standard general office conditionTenant Improvement Allowance in Landlord’s name; provided, however, that (i) such contract shall be on terms substantially similar to Tenant’s contract or proposal, (ii) Landlord may not amend or terminate such contract without Tenant’s prior written approval (not to be unreasonably withheld, conditioned or delayed), (iii) if a contractor terminates the contract due to a default by Landlord, then Tenant shall have the right to enter into a replacement contract with such contractor (and Landlord shall not require subsequently have the right to enter into a contract with such contractor), (iv) Landlord shall request that Tenant be named as an additional insured under such contract, simultaneously receive any notices given under the contract, and be the beneficiary of any warranty for any work performed under such contract, and (v) any additional fees, penalties, costs or other payments to remove upon the extent arising out of Landlord’s amendment, breach or termination or expiration thereof (so long as not caused by Tenant) shall not be counted against the amount of this Lease, or condition its approval upon Tenant’s agreement to remove upon termination or expiration of this Lease, any Tenant Improvements constructed pursuant to this Tenant Work Letter (including, without limitation, Larc improvements) which constitute standard, non-extraordinary improvements for ordinary office, laboratory and/or Larc uses in biotech facilities. Any portion of the Tenant Improvement Allowance that is not disbursed or allocated for disbursement by December 31, 2013, shall revert to Landlord and Tenant shall have no further rights with respect theretoCosts.

Tenant Improvement Allowance. Commencing $2,019,852.00 (being equal to $19.00 per rentable square foot multiplied by the 106,308 agreed rentable square feet of the Premises). The unused portion of such allowance shall be applied to Annual Base Rent as provided in Paragraph 5.1. 1.15 Exhibits: “A” through “D”, inclusive, which Exhibits are attached to this Lease and incorporated herein by this reference. 1.16 Common Areas: “Common Areas” shall mean all areas and facilities outside of January 1, 2011the Premises and within the exterior boundary line of the Property and interior raceways and installations within the Premises that are provided and designated by the Landlord from time to time for the general non-exclusive use of Landlord, Tenant shall be and other tenants of the Property, and their respective employees, suppliers, shippers, customers, contractors and invitees, including (within the Building) corridors, restrooms, stairways, elevators and elevator lobbies, and (outside the Building) parking areas, loading and unloading areas, trash areas, driveways, walkways and landscaping. Landlord grants to Tenant for the benefit of Tenant and its employees, suppliers, shippers, contractors, customers and invitees, during the term of this Lease, the non-exclusive right to use, in common with others entitled to use the “Tenant Improvement Allowance”, as defined in Section 2 of this Amendment, for the costs relating to the design and construction of Tenant’s improvements or which are otherwise “Tenant Improvement Allowance items,” as that term is defined in Section 2.2.1, below (collectivelysuch use, the “Tenant Improvements”). In no event shall Common Areas as they exist from time to time, subject to any rights, powers, and privileges reserved by Landlord be obligated to make disbursements pursuant to this Tenant Work Letter under the terms hereof or otherwise in connection with Tenant’s construction of the Tenant Improvements or any Tenant Improvement Allowance Items, as defined below, in a total amount which exceeds the sum of the Tenant Improvement Allowance. All Tenant Improvements for which the Tenant Improvement Allowance has been made available shall be deemed Landlord’s property under the terms of any rules and regulations or restrictions now or hereafter promulgated by Landlord governing the Lease; provideduse of the Property (provided that nothing herein shall entitle Tenant to store any property, howevertemporarily or permanently, in the Common Areas). Landlord mayor such other persons as Landlord shall designate from time to time shall have the exclusive control and management of the Common Areas and shall have the right, by written notice from time to time, to establish, modify, amend and enforce commercially reasonable rules and regulations for the use, management, safety, care, and cleanliness of the Common Areas (including without limitation parking and landscaped areas). Tenant shall comply (and shall cause each and all of its employees, suppliers, shippers, contractors, customers and invitees to comply) with any and such rules and regulations, although Landlord shall not be liable to Tenant given concurrently with for the failure of any other tenant(s) of the Property to abide by such rules or regulations. Landlord reserves the right to modify the Common Areas and/or the permitted uses thereof from time to time in Landlord’s approval of commercially reasonable discretion from time to time (including without limitation constructing or reconstructing improvements therein or thereon from time to time and/or closing the “Final Working Drawings”same for maintenance or other purposes), as that term is defined in Section 3.3, below, require Tenant, prior to the end of the Lease Term or promptly following any earlier termination of this Lease, at Tenant’s expense, to remove any Tenant Improvements and to repair any damage to the Premises and Building caused by such removal and return the affected portion of the Premises to a Building standard general office condition; provided, however, that Landlord shall not require be permitted to deprive Tenant of reasonable access to remove upon termination or expiration of this Lease, or condition its approval upon Tenant’s agreement to remove upon termination or expiration of this Lease, any Tenant Improvements constructed pursuant to this Tenant Work Letter (including, without limitation, Larc improvements) which constitute standard, non-extraordinary improvements for ordinary office, laboratory and/or Larc uses in biotech facilities. Any portion of the Tenant Improvement Allowance that is not disbursed or allocated for disbursement by December 31, 2013, shall revert to Landlord and Tenant shall have no further rights with respect theretoPremises.

Tenant Improvement Allowance. Commencing as Notwithstanding any other provision of January 1this Lease to the contrary, 2011, Landlord shall provide Tenant shall be entitled with a Tenant Improvement Allowance up to use $534,000 (the “Tenant Improvement Allowance”), as defined in Section 2 of this Amendmentand Landlord’s reimbursement payments hereunder shall not be unreasonably withheld or delayed. Upon Tenant making an approved Tenant Improvement, for with said approval not to be unreasonably withheld, Tenant shall submit the costs relating actual invoice applicable to the design and construction of Tenant’s improvements or which are otherwise “Tenant Improvement Allowance items,” Improvement. So long as that term is defined in Section 2.2.1, below (collectively, the “Tenant Improvements”). In no event shall Landlord be obligated to make disbursements pursuant to this Tenant Work Letter or otherwise in connection with Tenant’s construction of the Tenant Improvements or any Tenant Improvement Allowance Items, as defined below, in a total amount which exceeds the sum of has not exceeded the Tenant Improvement Allowance, Landlord shall pay the invoice directly to the applicable vendor within the time period set forth for payment within said invoice along with any penalties, fees or assessments in connection with late payments thereof. All In the event that Tenant makes Tenant Improvements which costs exceed the Tenant Improvement Allowance, Tenant will be solely responsible for which paying any such excess costs. Notwithstanding anything to the contrary, in the event that Tenant’s improvements, alterations, operations or activities at or in the Demised Premises requires that the sprinkler system in the Demised Premises be changed, modified, or reconfigured, then any such changes, modifications, and reconfigurations and all costs applicable thereto shall be the sole cost and expense of Tenant and Tenant may not use the Tenant Improvement Allowance has been made available shall be deemed Landlord’s property under the terms of the Lease; provided, however, Landlord may, by written notice to Tenant given concurrently with Landlord’s approval of the “Final Working Drawings”, as that term is defined in Section 3.3, below, require Tenant, prior to the end of the Lease Term or promptly following any earlier termination of this Lease, at Tenant’s expense, to remove any Tenant Improvements and to repair any damage to the Premises and Building caused by such removal and return the affected portion of the Premises to a Building standard general office condition; provided, however, that Landlord shall not require Tenant to remove upon termination or expiration of this Lease, or condition its approval upon Tenant’s agreement to remove upon termination or expiration of this Lease, any Tenant Improvements constructed pursuant to this Tenant Work Letter (including, without limitation, Larc improvements) which constitute standard, non-extraordinary improvements pay for ordinary office, laboratory and/or Larc uses in biotech facilities. Any portion of the Tenant Improvement Allowance that is not disbursed or allocated for disbursement by December 31, 2013, shall revert to Landlord and Tenant shall have no further rights with respect theretothem.

Tenant Improvement Allowance. Commencing as A. Subject to Tenant’s compliance with the provisions of January 1this Exhibit B, 2011, Landlord shall provide to Tenant shall be entitled an allowance in the amount of up to use Ten and No/100 Dollars and ($10.00) per rentable square foot of the Premises or $743,380.00 (the “Tenant Improvement Allowance”) to construct and install only the Tenant Improvements. The Tenant Improvement Allowance shall be used to design, prepare, plan, obtain the approval of, construct and install the Tenant Improvements and for no other purpose. Except as otherwise expressly provided herein, Landlord shall have no obligation to contribute the Tenant Improvement Allowance unless and until the Construction Documents have been approved by Landlord and Tenant has complied with all requirements set forth in Paragraph 4.C. of this Exhibit B. In addition to the foregoing, Landlord shall have no obligation to disburse all or any portion of the Tenant Improvement Allowance to Tenant unless Tenant makes a progress payment request pursuant to the terms and conditions of Section 5.B. below after the Commencement Date but prior to that date which is twelve (12) months after the 000 Xxxx Xxxxx Delivery Date (as such term is defined in In Section 2 of this Amendment, for the costs relating Lease). The Tenant Improvements shall be constructed after the Commencement Date. Any alterations or improvements desired to be performed by Tenant prior to the design Commencement Date shall be subject to the provisions of the Verity Lease and Existing Sublease. In addition, Landlord shall provide to Tenant an allowance in the amount of up to Five Thousand and No/100 Dollars ($5,000.00) (the “Space Planning Allowance”) to pay Xxxxx Associates to conduct test fits of the Premises. The costs to be paid out of the Tenant Improvement Allowance shall include all reasonable costs and expenses associated with the design, preparation, approval, planning, construction and installation of Tenant’s improvements or which are otherwise the Tenant Improvements (the “Tenant Improvement Allowance items,” as that term is defined in Section 2.2.1Costs”), below including all of the following: (collectivelyi) All costs of the Preliminary Plans and Specifications, the “Final Plans and Specifications, and the Construction Documents, and engineering costs associated with completion of the State of California energy utilization calculations under Title 24 legislation: (ii) All costs of obtaining building permits and other necessary authorizations from local governmental authorities; (iii) All costs of interior design and finish schedule plans and specifications including as-built drawings, if applicable; (iv) All direct and indirect costs of procuring, constructing and installing the Tenant Improvements”). In no event shall Landlord be obligated to make disbursements pursuant to this Tenant Work Letter or otherwise Improvements in the Premises, including, but not limited to, the construction fee for overhead and profit and the cost of all on-site supervisory and administrative staff, office, equipment and temporary services rendered by the Contractor in connection with Tenant’s the construction of the Tenant Improvements or any Tenant Improvement Allowance Items, as defined below, in a total amount which exceeds the sum of the Tenant Improvement Allowance. All Tenant Improvements for which the Tenant Improvement Allowance has been made available shall be deemed Landlord’s property under the terms of the Lease; provided, however, Landlord may, by written notice to Tenant given concurrently with Landlord’s approval of the “Final Working Drawings”, as that term is defined in Section 3.3, below, require Tenant, prior to the end of the Lease Term or promptly following any earlier termination of this Lease, at Tenant’s expense, to remove any Tenant Improvements and to repair any damage to the Premises and Building caused by such removal and return the affected portion of the Premises to a Building standard general office conditionImprovements; provided, however, that Landlord the construction fee for overhead and profit, the cost of all on-site supervisory and administrative staff, office, equipment and temporary services shall not require exceed amounts which are reasonable and customary for such items in the local construction industry; (v) All fees payable to the Architect and any engineer if they are required to redesign any portion of the Tenant to remove upon termination or expiration of this Lease, or condition its approval upon Improvements following Tenant’s agreement and Landlord’s approval of the Construction Documents; (vi) Utility connection fees; (vii) Inspection fees and filing fees payable to remove upon termination local governmental authorities, if any; (viii) All costs of all permanently affixed equipment and non-trade fixtures provided for in the Construction Documents, including the cost of installation; and (ix) Tenant’s cabling, wiring and furniture, provided that only thirty-five percent (35%) of the Tenant Improvement Allowance may be used to pay the cost of Tenant’s cabling, wiring and furniture. The Tenant Improvement Allowance shall be the maximum contribution by Landlord for the Tenant Improvement Costs, and the disbursement of the Tenant Improvement Allowance is subject to the terms contained hereinbelow. B. Subject to Section 5.A. above, Landlord will make payments to Tenant from the Tenant Improvement Allowance to reimburse Tenant for Tenant Improvement Costs paid or expiration incurred by Tenant. Payment of this Leasethe Tenant Improvement Allowance shall be by progress payments not more frequently than once per month and only after satisfaction of the following conditions precedent: (a) receipt by Landlord of conditional mechanics’ lien releases for the work completed and to be paid by said progress payment, conditioned only on the payment of the sums set forth in the mechanics’ lien release, executed by the Contractor and all subcontractors, labor suppliers and materialmen; (b) receipt by Landlord of unconditional mechanics’ lien releases from the Contractor and all subcontractors, labor suppliers and materialmen for all work other than that being paid by the current progress payment previously completed by the Contractor, subcontractors, labor suppliers and materialmen and for which Tenant has received funds from the Tenant Improvement Allowance to pay for such work; and (c) receipt by Landlord of any Tenant Improvements constructed pursuant to this Tenant Work Letter (and all documentation reasonably required by Landlord detailing the work that has been completed and the materials and supplies used as of the date of Tenant’s request for the progress payment, including, without limitation, Larc improvementsinvoices, bills, or statements for the work completed and the materials and supplies used, and Landlord or Landlord’s agents shall have had the opportunity at reasonable times to conduct any inspections of the work completed and materials and supplies used as deemed reasonably necessary by Landlord. Tenant Improvement Allowance progress payments shall be paid to Tenant within fourteen (14) which constitute standarddays from the satisfaction of the conditions set forth in the immediately preceding sentence. The preceding notwithstanding, non-extraordinary improvements for ordinary officeall Tenant Improvement Costs paid or incurred by Tenant prior to Landlord’s approval of the Construction Documents in connection with the design and planning of the Tenant Improvements by Architect shall be paid from the Tenant Improvement Allowance, laboratory and/or Larc uses in biotech facilitieswithout any retention, within fourteen (14) days following Landlord’s receipt of invoices, bills or statements from Architect evidencing such costs. Any portion Notwithstanding the foregoing to the contrary, Landlord shall be entitled to withhold and retain five percent (5%) of the Tenant Improvement Allowance that or of any Tenant Improvement Allowance progress payment until the lien-free expiration of the time for filing of any mechanics’ liens claimed or which might be filed on account of any work ordered by Tenant or the Contractor or any subcontractor in connection with the construction and installation of the Tenant Improvements. C. Landlord shall not be obligated to pay any Tenant Improvement Allowance progress payment or the Tenant Improvement Allowance retention if on the date Tenant is not disbursed entitled to receive the Tenant Improvement Allowance progress payment or allocated the Tenant Improvement Allowance retention a default under the Lease then exists. Such payments shall resume upon Tenant curing any such default within the time periods which may be provided for disbursement by December 31in the Lease. D. Should the total cost of constructing the Tenant Improvements be less than the Tenant Improvement Allowance, 2013, the Tenant Improvement Allowance shall revert be automatically reduced to Landlord and Tenant shall have no further rights with respect theretothe amount equal to said actual cost.

Tenant Improvement Allowance. Commencing as of January 1, 2011, Tenant Subtenant shall be entitled to use a relocation/tenant improvement allowance of up to $1,500,000 (the “Tenant Improvement ”TI Allowance”, as defined in Section 2 of this Amendment, for the costs relating to the design and construction of Tenant’s improvements or which are otherwise “Tenant Improvement Allowance items,” as that term is defined in Section 2.2.1, below (collectively, the “Tenant Improvements”). In no event The TI Allowance shall Landlord be obligated to make disbursements pursuant to this Tenant Work Letter used solely for reimbursement of the following reasonable third- party, out-of-pocket costs incurred by Subtenant on or otherwise before Commencement Date in connection with Tenant’s remodeling the Premises (the “TI Expenses”): (a) Construction costs; (b) Space planning, design, architectural and engineering fees; (c) Legal fees, permit fees and the cost of installing signage; (d) Project management fees, including but not limited to fees paid to a third-party construction manager, so long as the total of project management fees does not exceed four percent (4%) of the Tenant Improvements reasonable third-party out-of-pocket construction costs incurred to remodel the Premises; (e) The cost of moving from the Existing Premises into the Premises; (f) The cost of installing telecommunications cabling and related equipment, including but not limited to telephone, data and security systems; and (g) The cost of purchasing furniture, fixtures and equipment which shall be permanently located in the Premises. Nothing in the preceding sentence shall be construed to provide Subtenant with any right to make alterations to the Premises, including but not limited to the modification or any Tenant Improvement installation of signage, other than in accordance with the provisions of this Sublease. The TI Allowance Itemsshall be disbursed, on a monthly basis, as defined below, in a total amount which exceeds reimbursement to Subtenant for the sum Subtenant’s payment of TI Expenses. All applications for reimbursement of TI Expenses shall be submitted to Sublandlord or on before the two month anniversary of the Tenant Improvement AllowanceCommencement Date. All Tenant Improvements Sublandlord shall have no obligation to consider or process any application for TI expenses which is not timely received. Each application for TI Expenses submitted to Sublandlord shall consist of: (a) a statement signed by an officer of Subtenant, certifying that Subtenant has incurred and paid for the TI Expense for which the Tenant Improvement Allowance has been Subtenant is seeking reimbursement and that the TI Expense qualifies under the definition of TI Expenses set forth in this Sublease, (b) with respect to all amounts paid as reimbursement for any contractor, subcontractor or materialman who provided services or materials to the Premises, unconditional lien releases in the statutory form and (c) prior to the final payment of TI Expenses: (1) a copy of a certificate of occupancy (or equivalent), together with all other governmental permits necessary for Subtenant to conduct its operation at Premises and (2) four sets of “as-built” drawings showing the improvements to the Premises made available shall be deemed Landlord’s property by Subtenant. If Subtenant commits a default under the terms of the Lease; providedthis Sublease, howeverthen Sublandlord shall have not have any obligation to reimburse Subtenant for any TI Expenses unless and until such default has been cured. If a material default is not cured by Subtenant within three (3) months after it occurs, Landlord may, by written notice then Subtenant’s right to Tenant given concurrently with Landlord’s approval receive any reimbursement for unpaid TI Expenses shall terminate. If any portion of the “Final Working Drawings”TI Allowance is not used as set forth herein for the payment of the TI Expenses, then it may not be used by a Subtenant as that term is defined in Section 3.3a credit against Basic Rent, belowDirect Expenses or any other Additional Rent owed under this Sublease and instead, require Tenantit shall be retained by Sublandlord. Sublandlord shall have the right, prior within three (3) years of its receipt of all applicable documentation, to review and audit Subtenant’s records relating to the end remodeling of the Lease Term or promptly following any earlier termination of this Lease, at Tenant’s expense, to remove any Tenant Improvements and to repair any damage to the Premises and Building caused by such removal and return the affected portion use of the Premises to TI Allowance. If an audit by Sublandlord discloses a Building standard general office condition; provided, however, that Landlord shall not require Tenant to remove upon termination or expiration discrepancy of this Lease, or condition its approval upon Tenant’s agreement to remove upon termination or expiration of this Lease, any Tenant Improvements constructed pursuant to this Tenant Work Letter more than five percent (including, without limitation, Larc improvements5%) which constitute standard, non-extraordinary improvements for ordinary office, laboratory and/or Larc uses in biotech facilities. Any portion of the Tenant Improvement Allowance that is not disbursed or allocated for disbursement by December 31, 2013, shall revert to Landlord and Tenant shall have no further rights with respect theretoto an amount reported to Sublandlord by Subtenant, then Subtenant shall reimburse Sublandlord for the cost of Sublandlord’s audit.

Tenant Improvement Allowance. Commencing Subject to Tenant’s compliance with the provisions of this Addendum and the Lease, Landlord shall provide to Tenant an allowance in the amount of Two Hundred Eighty-Two Thousand One Hundred Thirty-Eight and zero/00 Dollars ($282,138.00) (“TI Allowance”) to construct and install only the alterations to the Premises which have been approved in writing by Landlord pursuant to this Addendum (“Alterations”). The TI Allowance shall be used to design, prepare, plan, obtain approval of, construct and install the Alterations and for no other purpose. Except as otherwise expressly provided herein, Landlord shall have no obligation to contribute the TI Allowance unless and until the Alterations have been completed in a good and workmanlike manner in lien free condition and evidence of January 1same reasonably satisfactory to Landlord has been received by Landlord to include, 2011but not be limited to (a) receipt by Landlord of unconditional mechanics’ lien releases from the contractor and all subcontractors, labor suppliers and materialmen for the Alterations completed by the contractor, subcontractors, labor suppliers and materialmen and for which Tenant seeks funds from the TI Allowance to pay for such Alterations, (b) invoices, bills, or statements for the Alterations completed and the materials and supplies used for all Alterations for which the TI Allowance was utilized, and (c) completion by Landlord or Landlord’s agents of any inspections of the Alterations completed and materials and supplies used as deemed reasonably necessary by Landlord which Landlord will complete within thirty (30) days after notice from Tenant that work is complete. The TI Allowance shall be paid to Tenant within forty-five (45) days from the satisfaction of the conditions set forth in the immediately preceding sentence. Should the total cost of constructing the Alterations be less than the TI Allowance, the TI Allowance shall be automatically reduced to the amount equal to said actual cost. If the Lease is terminated prior to the date on which the Alterations are completed, for any reason due to the default of Tenant hereunder, in addition to any other remedies available to Landlord under the Lease, Tenant shall be entitled pay to use Landlord as Additional Rent under the “Lease, within thirty (30) days of receipt of a statement therefor, any and all costs incurred by Landlord and not reimbursed or otherwise paid by Tenant Improvement Allowance”as required herein through the date of termination in connection with the Alterations to the extent planned, installed and/or constructed as defined in Section 2 of this Amendmentsuch date of termination , including, but not limited to, any costs related to the removal of all or any portion of the Alterations and restoration costs related thereto. Notwithstanding the foregoing, if all of the conditions for payment of the TI Allowance have not been completed or Landlord has not received the request for the costs relating TI Allowance from Tenant on or before April 30, 2022, Landlord shall have no obligation to pay the design and construction of TI Allowance. To the extent that any Alterations or improvements made by or for Tenant or Tenant’s improvements specific use require compliance with Applicable Requirements for the Premises or which are otherwise “Tenant Improvement Allowance items,” as that term is defined in Section 2.2.1any part of the Industrial Center including, below (collectivelybut not limited to, the Americans with Disabilities Act (collectively “Tenant Compliance Improvements”). In no event , Tenant shall (i) be solely responsible for the cost of the Compliance Improvements, (ii) reimburse Landlord be obligated to make disbursements pursuant to this Tenant Work Letter or otherwise in connection with for any amounts expended by Landlord for the cost of the Compliance Improvements, and (iii) indemnify, hold harmless and defend at Tenant’s construction sole cost by counsel reasonably satisfactory to Landlord, Landlord and the Landlord Entities from any liability, damage or cost arising from the Compliance Improvements, which indemnity shall survive the termination or expiration of the Lease. Tenant Improvements acknowledges and agrees that it has had sufficient opportunity to investigate and inspect the physical condition of the Premises and, except as otherwise set forth in the Lease, accepts the Premises subject to the foregoing in its existing condition, “as-is, where is and with all faults”. Except as specifically set forth herein or in the Lease, it is expressly understood and agreed that Landlord has no responsibility or obligation to or for (1) repair or perform any work with respect to the Premises including, but not limited to, the building, floor, roof, storefront (if any), walls, ceiling, lighting fixtures, heating, ventilating and air-conditioning systems, plumbing, bathrooms, utilities systems or otherwise, (2) the condition of the Premises, (3) the suitability of the Premises for any use by Tenant, (4) the presence of any hazardous, toxic or environmentally sensitive materials in, on or below the Premises, or (5) the existence of any other physical impairment or impairment to the Premises not specifically disclosed in this Lease. Notwithstanding anything to the contrary, within five (5) business days of receipt from Landlord of a Move-In Inspection form on Landlord’s then current form (“Move-Inspection”), Tenant Improvement Allowance Items, as defined below, shall execute the Move-In Inspection and return the signed Move-In Inspection to Landlord. Failure by Tenant to sign and return the Move-In Inspection in a total amount which exceeds timely manner shall be a default under the sum of the Tenant Improvement AllowanceLease. All Tenant Improvements for which the Tenant Improvement Allowance has been made available Where no time period is specified above, Landlord shall respond to any consent or approval request within ten (10) business days and Landlord’s failure to provide or reasonably refuse its consent within such time period shall be deemed Landlord’s property under the terms of the Lease; provided, however, Landlord may, by written notice to Tenant given concurrently with Landlord’s consent or approval of the “Final Working Drawings”, as that term is defined in Section 3.3, below, require Tenant, prior to the end of the Lease Term or promptly following any earlier termination of this Lease, at Tenant’s expense, to remove any Tenant Improvements and to repair any damage to the Premises and Building caused by such removal and return the affected portion of the Premises to a Building standard general office condition; provided, however, that Landlord shall not require Tenant to remove upon termination or expiration of this Lease, or condition its approval upon Tenant’s agreement to remove upon termination or expiration of this Lease, any Tenant Improvements constructed pursuant to this Tenant Work Letter (including, without limitation, Larc improvements) which constitute standard, non-extraordinary improvements for ordinary office, laboratory and/or Larc uses in biotech facilities. Any portion of the Tenant Improvement Allowance that is not disbursed or allocated for disbursement by December 31, 2013, shall revert to Landlord and Tenant shall have no further rights with respect theretorequest.

Tenant Improvement Allowance. Commencing Landlord shall make available to Tenant a Tenant Improvement Allowance in the amount of Two Million Dollars ($2,000,000) (the "Tenant Improvement Allowance") as provided for in Paragraph 1.V. of January 1the Lease which shall be held in an Escrow Account (over which Landlord shall exercise disbursement authority) and disbursed in accordance with this Section 2 to be utilized to pay for Tenant's Work (as defined hereafter). "Tenant's Work" shall mean and include all work and improvements to the Premises in accordance with the Approved Tenant's Work Plans (as defined below) including telecommunications and data equipment, 2011to the extent same are included in the Approved Tenant's Work Plans. The Tenant Improvement Allowance may be utilized to pay the cost of space planning, development of any and all construction-related plans, specifications and drawings, physical improvements to the Premises, signage, telecommunication and data expenses, information service expenses, interior decorating fees and furniture for the Premises and to pay for any other costs included in completing Tenant's Work. Any work or items not specified in this Subsection 2.1, or in excess of the Approved Tenant's Work Plans, shall be performed by Tenant at its sole cost and expense, but shall still require Landlord's prior written consent. In the event that Tenant requires Landlord to perform any of Tenant's Work, whether utilizing the Tenant Improvement Allowance or Tenant's own funds, Landlord shall be entitled to use be paid a construction management fee equal to 5.9% of all costs of construction (hard and soft) of that portion of the “Tenant Improvement Allowance”Tenant's Work which Landlord performs, as defined payable to Landlord pursuant to construction draws submitted in Section 2 of this Amendment, for the costs relating a manner similar to the design and construction draw requests required by Tenant for disbursal of Tenant’s improvements or which are otherwise “its Tenant Improvement Allowance items,” as that term is defined in Section 2.2.1, below (collectively, the “Tenant Improvements”). In no event shall Landlord be obligated to make disbursements pursuant to this Tenant Work Letter or otherwise in connection with Tenant’s construction of the Tenant Improvements or any Tenant Improvement Allowance Items, as defined below, in a total amount which exceeds the sum of the Tenant Improvement Allowance. All Tenant Improvements for which the Tenant Improvement Allowance has been made available shall be deemed Landlord’s property under the terms of the Leaseprovided herein; provided, however, Landlord may, by written notice shall receive a 3% construction management fee for any change orders which are a part of the Tenant's Work which Landlord actually performs. The Tenant Improvement Allowance shall be disbursed to Tenant given concurrently with Landlord’s approval of on a monthly basis upon written request by Tenant on AIA Form G-702 (or such other form as Landlord and Tenant may mutually agree to use) accompanied by invoices, partial lien waivers and Tenant's contractor's or architect's certification that the “Final Working Drawings”, work for which the draw is requested is Substantially Complete (as that such term is defined in Section 3.3below), below, require and such other back-up documentation as Landlord may reasonably request (provided that Tenant, prior to 's draw request which is submitted for the end of the Lease Term or promptly following any earlier termination of this Lease, at last draw on Tenant’s expense, to remove any Tenant Improvements and to repair any damage to the Premises and Building caused 's Improvement Allowance shall be accompanied by such removal and return the affected portion of the Premises to a Building standard general office conditionfinal lien waivers); provided, however, that to the extent Landlord performs the Tenant's Work, Landlord shall not require Tenant to remove upon termination or expiration be responsible for obtaining the accompanying documents and information required by this sentence as a part of this Lease, or condition its approval upon Tenant’s agreement to remove upon termination or expiration of this Lease, any Tenant Improvements constructed pursuant to this Tenant Work Letter (including, without limitation, Larc improvements) which constitute standard, non-extraordinary improvements for ordinary office, laboratory and/or Larc uses in biotech facilities. Any portion of the Tenant Improvement Allowance that is not disbursed or allocated for disbursement by December 31, 2013, shall revert to Landlord and Tenant shall have no further rights with respect theretoconstruction management duties.

Tenant Improvement Allowance. Commencing as a. Landlord shall provide to Tenant an improvement allowance (“TI Allowance”) equal to $967,245.00 for Approved Work (hereinafter defined) to be completed by Tenant that Tenant deems necessary or desirable for its continued use and occupancy of January the Leased Premises. Landlord shall reimburse Tenant after the completion of the Approved Work. As used herein, “Approved Work” shall be performed in accordance with Paragraph 13 of the Lease and shall mean (i) physical improvements to the building(s) located on or comprising a part of the Leased Premises, including, but not limited to, all interior and exterior improvements or modifications to such building(s) and the addition of solar panels to the Building(s), the upgrade or replacement of building systems (HVAC, plumbing and electrical), and any improvements to the parking area or the land comprising the Leased Premises, including landscaping replacement or upgrades, and (ii) certain soft costs (which soft costs shall not, in any event, exceed thirty percent (30%) of the TI Allowance), including, but not limited to, space planning, space programming, interior design, design development drawings, construction drawings, electrical / mechanical / plumbing / engineering drawings, approval fees, and other construction design costs. Notwithstanding the foregoing, “Approved Work” shall specifically exclude the purchase of moveable furniture, fixtures or other equipment which have no permanent connection to the Leased Premises. b. Approved Work eligible for reimbursement from the TI Allowance may be performed at any time after the Effective Date and prior to February 1, 2011, Tenant shall be entitled to use 2022 (the “Tenant Improvement Allowance”, as defined in Section 2 of this Amendment, for the costs relating to the design and construction of Tenant’s improvements or which are otherwise “Tenant Improvement Allowance items,” as that term is defined in Section 2.2.1, below (collectively, the “Tenant ImprovementsOutside TI Completion Date”). In Tenant may make no event shall Landlord be obligated to make disbursements pursuant to this Tenant Work Letter or otherwise in connection with Tenant’s construction of the Tenant Improvements or any Tenant Improvement Allowance Items, as defined below, in more than five (5) draw requests (each a total amount which exceeds the sum of the Tenant Improvement Allowance. All Tenant Improvements for which the Tenant Improvement Allowance has been made available “Reimbursement Demand”) and each Reimbursement Demand shall be deemed Landlord’s property under the terms of the Lease; providedfor no less than $100,000.00 and shall be requested prior to April 1, however, Landlord may, by written notice to Tenant given concurrently with Landlord’s approval of 2022 (the “Final Working DrawingsOutside TI Submission Date”, as that term is defined in Section 3.3, below, require Tenant, prior to the end of the Lease Term or promptly following any earlier termination of this Lease, at Tenant’s expense, to remove any Tenant Improvements and to repair any damage to the Premises and Building caused by such removal and return the affected portion of the Premises to a Building standard general office condition); provided, however, that the final Reimbursement Demand may be for less than $100,000.00 if such Reimbursement Demand is for the previously unpaid balance of the TI Allowance, even if such balance is less than $100,000.00. c. Tenant shall submit to Landlord the following documentary evidence (the “TI Documents”) with each Reimbursement Demand: (i) invoices for the Approved Work; (ii) proof of payment by Tenant of such invoices; (iii) reasonably satisfactory evidence that the Approved Work for which the Reimbursement Demand is made has been completed on a lien free basis, which evidence may include a lien waiver executed by Tenant’s contractor in respect of the alterations and improvements described in Tenant’s contract with contractor for the Approved Work and a copy of a lien waiver executed by each subcontractor who provides goods and services in connection with such Approved Work who is entitled to receive $10,000.00 or more in connection with the furnishing of those goods and services; and (iv) certification in writing by Tenant delivered to Landlord stating that all Approved Work completed in connection with the Reimbursement Request has been completed in a workmanlike manner in accordance with the terms of the Lease in a manner acceptable to Tenant. Landlord shall not require distribute to Tenant to remove upon termination or expiration the funds requested in the Reimbursement Demand within thirty (30) days of this LeaseLandlord’s receipt of the TI Documents in accordance with the terms hereof. d. If the aggregate amount of the cost for all Approved Work exceeds the amount of the TI Allowance, or condition its approval upon Tenant’s agreement to remove upon termination or expiration of this LeaseLandlord will have no liability for the excess. Tenant acknowledges and agrees that any and all work, any Tenant Improvements constructed pursuant to this Tenant Work Letter (including, without limitation, Larc improvements) which constitute standardthe Approved Work, non-extraordinary improvements for ordinary office, laboratory and/or Larc uses performed shall be performed or made by Tenant in biotech facilitiesaccordance with applicable provisions of the Lease. Any Tenant acknowledges and agrees that any portion of the Tenant Improvement TI Allowance that is not disbursed included in a Reimbursement Request submitted on or allocated before the Outside TI Submission Date shall not be available for disbursement by December 31, 2013, shall revert reimbursement to Landlord and Tenant shall have no further rights with respect theretoTenant.

Tenant Improvement Allowance. Commencing as of January 1, 2011, Tenant Section 24.1 Landlord shall be entitled expend an amount on improvements to use the Premises (the “Tenant Improvement Allowance”, as defined ) in Section 2 the amount of this Amendment, Fifty Thousand Dollars ($50,000.00) for the costs relating to incurred by Landlord for the design and construction of Tenant’s the improvements or which are otherwise “Tenant Improvement Allowance items,” as that term is defined in Section 2.2.1, below required by Landlord (collectively, the “Tenant Improvements”)) to be applied by Landlord in constructing the Tenant Improvements pursuant to this Lease. In no event shall Landlord be obligated to make disbursements expenditures pursuant to this Tenant Work Letter or otherwise in connection with Tenant’s construction of the Tenant Improvements or any Tenant Improvement Allowance Items, as defined below, Lease in a total amount which exceeds the sum of the Tenant Improvement Allowance. All Tenant Improvements for which the Tenant Improvement Allowance has been made available shall be deemed Landlord’s property under the terms of the Lease; provided, however, Landlord may, by written notice to Tenant given concurrently with Landlord’s approval of the “Final Working Drawings”, as that term is defined in Section 3.3, below, require Tenant, prior to the end of the Lease Term or promptly following any earlier termination of this Lease, at Tenant’s expense, to remove any Tenant Improvements and to repair any damage to the Premises and Building caused by such removal and return the affected portion of the Premises to a Building standard general office condition; provided, however, that Landlord shall not require Tenant to remove upon termination or expiration of this Lease, or condition its approval upon Tenant’s agreement to remove upon termination or expiration of this Lease, any Tenant Improvements constructed pursuant to this Tenant Work Letter (including, without limitation, Larc improvements) which constitute standard, non-extraordinary improvements for ordinary office, laboratory and/or Larc uses in biotech facilities. Any portion amount of the Tenant Improvement Allowance not utilized by Landlord within six (6) months of the date of this Lease for construction of the Tenant Improvements shall be credited by Landlord against the next installment of Base Rent then due. Section 24.2 Within three (3) business days of receipt of an invoice or any supporting documentation (“Billing Documents”) for construction of the Tenant Improvements, Landlord shall submit such Billing Documents to Tenant. Tenant shall review the Billing Documents and/or work performed and, within three (3) business days after receipt of such Billing Documents, Tenant shall inform Landlord that is not disbursed it approves the invoice or allocated that it disputes the invoice. In the event Tenant disputes the invoice, such dispute shall be accompanied by a detailed written explanation of the reasons for disbursement by December 31Tenant’s disapproval. As to all disapproved Billing Documents, 2013the parties shall use best efforts to resolve such dispute promptly. Failure of Tenant to reasonably disapprove any Billing Documents within the above-referenced three (3) business day period, shall revert be deemed to constitute Tenant’s approval thereof. All approved invoices for Tenant Improvement Allowance Items shall be paid by Landlord and Tenant shall have no further rights with respect theretopursuant to Landlord’s disbursement process prior to delinquency.

Tenant Improvement Allowance. Commencing as of January 1, 2011, Tenant shall be entitled to use a one-time tenant improvement allowance (the “"Tenant Improvement Allowance”") in the amount of $45.00 per RSF of the Premises (i.e., as defined in Section 2 $3,128,130.00 for the 69,514 RSF of this Amendmentthe Initial 4430 Expansion Premises, and $3,330,045.00 for the 74,001 RSF of the Second 4430 Expansion Premises) for the costs relating to the initial design and construction of Tenant’s improvements or 's improvements, which are otherwise “permanently affixed to the Premises (the "Tenant Improvement Allowance items,” Improvements"). The term Tenant Improvements shall also include any Lines (as that term is defined in Section 2.2.1, below (collectively, 6.1.9 of this Lease) that Tenant desires to install in connection with its initial build-out of the “Premises as set forth in this Tenant Improvements”)Work Letter. In no event shall Landlord be obligated to make disbursements pursuant to this Tenant Work Letter or otherwise in connection with Tenant’s construction of the Tenant Improvements or any Tenant Improvement Allowance Items, as defined below, in a total amount which exceeds the sum of the Tenant Improvement Allowance. All Landlord and Tenant Improvements for which acknowledge that the Tenant Improvement Allowance has been made available shall Premises may be deemed Landlord’s property under the terms of the Lease; provided, howeverconstructed in multiple phases or on a floor by floor basis. Accordingly, Landlord may, by written notice will not be required to Tenant given concurrently with Landlord’s approval of the “Final Working Drawings”, as that term is defined in Section 3.3, below, require Tenant, prior to the end of the Lease Term or promptly following disburse any earlier termination of this Lease, at Tenant’s expense, to remove any Tenant Improvements and to repair any damage to the Premises and Building caused by such removal and return the affected portion of the Premises to a Building standard general office condition; provided, however, that Landlord shall not require Tenant to remove upon termination or expiration of this Lease, or condition its approval upon Tenant’s agreement to remove upon termination or expiration of this Lease, any Tenant Improvements constructed pursuant to this Tenant Work Letter (including, without limitation, Larc improvements) which constitute standard, non-extraordinary improvements for ordinary office, laboratory and/or Larc uses in biotech facilities. Any portion of the Tenant Improvement Allowance that is in excess of $45.00 per RSF of the portion of the Premises then being constructed by Tenant, so that the full $45.00 per RSF of the Tenant Improvement Allowance will remain available for the construction of every portion of the Premises. Landlord will have no obligation to disburse any portion of the Tenant Improvement Allowance attributable to the Second 4430 Expansion Premises until after January 1, 2018. Notwithstanding the foregoing, any portion of the Tenant Improvement Allowance which is not disbursed to Tenant (or allocated for disbursement properly requested to be disbursed) by December 31, 20132019, shall revert to Landlord and Tenant shall have no further rights with respect thereto.

Tenant Improvement Allowance. Commencing as of January 1, 2011, Tenant shall be entitled to use an improvement allowance (the “"Tenant Improvement Allowance”, as defined ") in Section 2 the amount Tenant shall be entitled to an improvement allowance (the "Tenant Improvement Allowance") (i) in the amount of this Amendment, $82.50 per RSF of the Building 3 Premises for the costs relating to the initial design and construction of Tenant’s the improvements or which are otherwise “Tenant Improvement Allowance items,” as that term is defined permanently affixed to the Building 3 Premises, (ii) in Section 2.2.1the amount of $82.50 per RSF of the Building 4 Premises for the costs relating to the initial design and construction of the improvements which are permanently affixed to the Building 4 Premises, below and (iii) in the amount of $82.50 per RSF of the Building A2 Premises for the costs relating to the initial design and construction of the improvements which are permanently affixed to the Building A2 Premises, (collectively, the “"Tenant Improvements”"). In no event shall Landlord be obligated to make disbursements pursuant to this Tenant Work Letter or otherwise in connection with Tenant’s construction the event that Tenant fails to immediately pay any portion of the Tenant Improvements or any Tenant Improvement "Over-Allowance Items, Amount," as defined belowin Section 4.2.1, in nor shall Landlord be obligated to pay a total amount which exceeds the sum of the Tenant Improvement Allowance. All Notwithstanding the foregoing or any contrary provision of this Lease, all Tenant Improvements for which the Tenant Improvement Allowance has been made available shall be deemed Landlord’s 's property under the terms of the Lease; provided, however, Landlord may, by written notice to Tenant given concurrently with Landlord’s approval of the “Final Working Drawings”, as that term is defined in Section 3.3, below, require Tenant, prior to the end of the Lease Term or promptly following any earlier termination of this Lease, at Tenant’s expense, to remove any Tenant Improvements and to repair any damage to the Premises and Building caused by such removal and return the affected portion of the Premises to a Building standard general office condition; provided, however, that Landlord shall not require Tenant to remove upon termination or expiration of this Lease, or condition its approval upon Tenant’s agreement to remove upon termination or expiration of this Lease, any Tenant Improvements constructed pursuant to this Tenant Work Letter (including, without limitation, Larc improvements) which constitute standard, non-extraordinary improvements for ordinary office, laboratory and/or Larc uses in biotech facilities. Any unused portion of the Tenant Improvement Allowance that is not disbursed or allocated for disbursement by December 31, 2013remaining as of the Lease Commencement Date, shall revert to remain with Landlord and Tenant shall have no further rights with respect right thereto.

Tenant Improvement Allowance. Commencing as of January 1, 2011, Tenant shall be entitled to use a tenant improvement allowance (the “Tenant Improvement Allowance”, as defined "TENANT IMPROVEMENT ALLOWANCE") in Section 2 the amount of this Amendment, Thirty-Five and 20/100 Dollars ($35.20) per usable square foot of the Premises (calculated on a single-tenant basis) for the costs relating to the design and construction of Tenant’s 's improvements or (the "TENANT IMPROVEMENTS"). Tenant shall have the right to defer the construction of Tenant Improvements for space in the Building which are otherwise “Tenant Improvement Allowance items,” as elects not to initially build-out until no later than three (3) years after the Lease Commencement Date for the applicable Floor Group; however, (i) if Tenant elects to commence construction of Tenant Improvements for any space in the Building, such construction may not thereafter be deferred, and (ii) any such deferral shall be deemed a Tenant Delay so that term is defined in Section 2.2.1, below (collectively, the “Tenant Improvements”)Lease Commencement Date shall not be delayed. In no event shall Landlord be obligated to make disbursements pursuant to this Tenant Work Letter or otherwise in connection with Tenant’s construction of the Tenant Improvements or any Tenant Improvement Allowance Items, as defined below, in a total amount which exceeds the sum Tenant Improvement Allowance (except as expressly contemplated by this Tenant Work Letter). Any portion of the Tenant Improvement AllowanceAllowance remaining after construction of the Tenant Improvements for each Floor Group may be used by Tenant for Tenant Improvements for such Floor Group before the second (2nd) anniversary of the Lease Commencement Date for such Floor Group). Further, Tenant shall allocate and use a minimum Tenant Improvement Allowance for "hard costs" (i.e., costs incurred under the general contract with Contractor) of Tenant Improvements in an amount not less than Twenty Three Dollars ($23.00) per usable square foot (calculated on a single-tenant basis) of each Floor Group. All Tenant Improvements for which the Tenant Improvement Allowance has been made available shall be deemed Landlord’s 's property except as described under the terms of the Lease; provided, however, Landlord may, by written notice to Tenant given concurrently with Landlord’s approval of the “Final Working Drawings”, as that term is defined in Section 3.3, below, require Tenant, prior to the end of the Lease Term or promptly following any earlier termination 8.5 of this Lease, at Tenant’s expense, to remove any Tenant Improvements and to repair any damage to the Premises and Building caused by such removal and return the affected portion of the Premises to a Building standard general office condition; provided, however, that Landlord shall not require Tenant to remove upon termination or expiration of this Lease, or condition its approval upon Tenant’s agreement to remove upon termination or expiration of this Lease, any Tenant Improvements constructed pursuant to this Tenant Work Letter (including, without limitation, Larc improvements) which constitute standard, non-extraordinary improvements for ordinary office, laboratory and/or Larc uses in biotech facilities. Any portion of the Tenant Improvement Allowance that is not disbursed or allocated for disbursement by December 31, 2013, shall revert to Landlord and Tenant shall have no further rights with respect thereto.

Tenant Improvement Allowance. Commencing as Landlord shall provide Tenant an allowance of January 1(i) $63.00 per rentable square foot of the 5th and 10th Floor Premises totaling $8,086,869.00 and (ii) $55.00 per rentable square foot of the 6th Floor Premises totaling $1,753,235.00, 2011, Tenant shall be entitled to use the for a collective total of $9,840,104.00 (“Tenant Improvement Allowance”), as defined in Section 2 of this Amendment, which Tenant may use for the soft and hard costs relating to the design and construction of Tenant’s design, drawings, engineering and improvements or which are otherwise to the Premises, including without limitation, moving costs, telecommunications, furniture, fixtures, and equipment (“Tenant’s Work”). Landlord shall pay the Tenant Improvement Allowance items,” as based on monthly draw requests accompanied by invoices, lien waivers and certification by Tenant’s architect that term improvements to date substantially conform to the plans and specifications for Tenant’s Work (“Plans”) previously approved by Landlord. If Tenant’s submission is defined in Section 2.2.1not complete and accurate, below Landlord shall notify Tenant of same with specificity within five (collectively5) business days after receipt of Tenant’s submission, the “Tenant Improvements”). In no event or Landlord will be deemed to have approved same, and shall Landlord be obligated to make disbursements pursuant the requested payment within such thirty (30) day period. Notwithstanding the foregoing, Landlord shall have the right to this Tenant Work Letter or otherwise in connection with Tenant’s construction hold back ten percent (10%) of the Tenant Improvements or any Tenant Improvement Allowance Items, as defined below, in a total amount which exceeds the sum of the Tenant Improvement Allowance. All Tenant Improvements for which the Tenant Improvement Allowance has been made available shall be deemed Landlord’s property under the terms of the Lease; provided, however, Landlord may, by written notice to Tenant given concurrently with Landlord’s approval of the “Final Working Drawings”, as that term is defined in Section 3.3, below, require Tenant, prior to the end of the Lease Term or promptly following any earlier termination of this Lease, at Tenant’s expense, to remove any Tenant Improvements and to repair any damage to the Premises and Building caused by such removal and return the affected portion of the Premises to a Building standard general office condition; provided, however, that Landlord shall not require Tenant to remove upon termination or expiration of this Lease, or condition its approval upon Tenant’s agreement to remove upon termination or expiration of this Lease, any Tenant Improvements constructed pursuant to this Tenant Work Letter (including, without limitation, Larc improvements) which constitute standard, non-extraordinary improvements for ordinary office, laboratory and/or Larc uses in biotech facilities. Any portion of the Tenant Improvement Allowance that is not disbursed or allocated until thirty (30) days after all of the following conditions have been satisfied: (i) lien waivers and invoices for disbursement by December 31all of Tenant’s Work have been delivered to Landlord, 2013, shall revert and (ii) Tenant’s architect and general contractor have certified to Landlord Substantial Completion of Tenant’s Work in accordance with the Plans (including any amendments approved by Landlord). In the event Landlord does not pay any draw request within thirty (30) days (and Landlord does not properly deny same within the aforementioned five (5) business day period), then Tenant shall have no further the right, in addition to any other rights with respect theretoor remedies Tenant may have under this Lease, in law, or in equity, to offset any unpaid amounts against Total Rent until all sums due by Tenant are fully recouped.

Tenant Improvement Allowance. Commencing as of January 1, 2011, Tenant shall be entitled to use a one-time tenant improvement allowance (the “Tenant Improvement Allowance”), as defined in the amount set forth in Section 2 12 of this Amendmentthe Summary, for the costs relating to the initial design and construction of Tenant’s improvements or which are otherwise “Tenant Improvement Allowance items,” as that term is defined in Section 2.2.1, below permanently affixed to the Premises (collectively, the “Tenant Improvements”). In no event shall Landlord be obligated to make disbursements pursuant to this Tenant Work Letter or otherwise in connection with Tenant’s construction of the Tenant Improvements or any Tenant Improvement Allowance Items, as defined below, in a total amount which exceeds the sum of Tenant Improvement Allowance, except as expressly set forth in this Tenant Work Letter. In the event that the Tenant Improvement AllowanceAllowance is not fully disbursed by Landlord to, or on behalf of, Tenant on or before the first (1st) anniversary of the Lease Commencement Date, then such unused amounts shall revert to Landlord, and Tenant shall have no further rights with respect thereto. Any Tenant Improvements that require the use of Building risers, raceways, shafts and/or conduits, shall be subject to Landlord’s reasonable rules, regulations, and restrictions, including the requirement that any cabling vendor must be selected from a list provided by Landlord, and that the amount and location of any such cabling must be approved by Landlord. All Tenant Improvements for which the Tenant Improvement Allowance has been made available shall be deemed Landlord’s property under the terms of the Lease; provided. In no event, however, Landlord may, by written notice to shall Tenant given concurrently with Landlord’s approval of the “Final Working Drawings”, as that term is defined in Section 3.3, below, require Tenant, prior to the end of the Lease Term or promptly following any earlier termination of this Lease, at Tenant’s expense, be required to remove or restore all or any Tenant Improvements and to repair any damage to the Premises and Building caused by such removal and return the affected portion of the Premises to a Building standard general office condition; provided, however, that Landlord shall not require Tenant to remove upon termination or expiration of this Lease, or condition its approval upon Tenant’s agreement to remove upon termination or expiration of this Lease, any Tenant Improvements constructed pursuant to this Tenant Work Letter (including, without limitation, Larc improvements) which constitute standard, non-extraordinary improvements for ordinary office, laboratory and/or Larc uses in biotech facilities. Any portion of the Tenant Improvement Allowance that is not disbursed or allocated for disbursement by December 31, 2013, shall revert to Landlord and Tenant shall have no further rights with respect theretoImprovements.

Tenant Improvement Allowance. Commencing as of January 1, 2011, Tenant shall be entitled to use the “Tenant Improvement Allowance”, as defined in Section 2 of this Amendment, for the costs relating to the design and construction of Tenant’s improvements or which are otherwise “Tenant Improvement Allowance items,” as that term is defined in Section 2.2.1, below (collectively, for the “Tenant Improvements”). In no event shall Landlord be obligated to make disbursements pursuant to this Tenant Work Letter or otherwise in connection with Tenant’s construction of the Tenant Improvements or any to be constructed at the Premises. Subject to the provisions of the Lease, the Tenant Improvement Allowance Itemsshall be used to pay for any actual, as out-of-pocket costs and expenses incurred in connection with the design, permitting work and for the construction of the Tenant Improvements performed by Landlord pursuant to subsection 2.6.1 above, provided that such costs and expenses are deemed “Qualified Expenses” (defined below, in a total amount which ). If the cost of the Tenant Improvements exceeds the sum Tenant Improvement Allowance, Tenant shall pay fifty percent (50%) of such excess costs incurred by Landlord or Tenant for the Tenant Improvements within fifteen (15) days after receipt of written notice from Landlord together with all invoices for such excess costs of the Tenant Improvements and the remaining fifty percent (50%) of such excess costs within fifteen (15) days following the issuance of the temporary certificate of occupancy for the Premises. After the Expansion Premises Rent Commencement Date, if and to the extent not all of the Tenant Improvement Allowance has been used by Landlord in connection with the Tenant Improvements; provided that, Tenant is not in default under the Lease beyond any applicable notice and cure periods, then Tenant shall be entitled to credit any unused portion of the Tenant Improvement Allowance against the payments of any Base Rent next due and payable by Tenant. “Qualified Expenses” shall mean costs and expenses paid by Landlord and Tenant (without duplication) for the design, permitting and construction of the Tenant Improvements, including (a) fees of the architect and the engineers, (b) plan check, permit and license fees relating to construction; (c) the cost of construction, including, without limitation, testing and inspection costs, freight elevator usage, hoisting and trash removal costs, and contractors' fees and general conditions; (d) the cost of any changes in the base, shell and core of the Premises, when such changes are required by the construction drawings (including if such changes are due to the fact that such work is prepared on an unoccupied basis), such cost to include all direct architectural and/or engineering fees and expenses incurred in connection therewith; and (e) the cost of any changes to the construction drawings required by applicable laws and building codes. Notwithstanding anything herein to the contrary, Tenant shall not be entitled to apply more than ten percent (10%) of the Tenant Improvement Allowance toward any soft costs associated with the Tenant Improvements, regardless of whether such soft costs are deemed Qualified Expenses. In the event that Tenant requests that Landlord or a representative retained by Landlord manage the construction and performance of the Tenant Improvements, and if Landlord retains a third-party qualified construction manager (including an employee of Manager acting in such capacity on behalf of Landlord) to manage the construction of the Tenant Improvements, then Landlord shall be entitled to receive a construction management fee equal to four percent (4%) of the actual, third party, out-of-pocket Qualified Expenses incurred in connection with the construction of the Tenant Improvements which management fee shall be included as a cost to be paid out of the Tenant Improvement Allowance. All “substantially completed” or “substantial completion” shall mean when the Tenant Improvements have been completed (except for mechanical adjustments or minor details of construction (i.e. punch list items) which do not prevent Tenant from using the Tenant Improvement Allowance Premises for the use set forth herein) (i) in accordance with the Plans for such work, (ii) in compliance with all applicable Governmental Requirements, and (iii) a temporary certificate of occupancy has been made available shall be deemed Landlord’s property under issued for the terms of the Lease; providedPremises, however, Landlord may, by written notice to Tenant given concurrently with Landlord’s approval of the “Final Working Drawings”, as that term is defined in Section 3.3, below, require Tenant, prior to the end of the Lease Term or promptly following any earlier termination of this Lease, at Tenant’s expense, to remove any Tenant Improvements and to repair any damage to the Premises and Building caused by such removal and return the affected portion of the Premises to a Building standard general office condition; provided, however, that Landlord shall not require Tenant to remove upon termination or expiration of this Lease, or condition its approval upon Tenant’s agreement to remove upon termination or expiration of this Lease, any Tenant Improvements constructed pursuant to this Tenant Work Letter (including, without limitation, Larc improvements) which constitute standard, non-extraordinary improvements for ordinary office, laboratory and/or Larc uses in biotech facilities. Any portion of the Tenant Improvement Allowance that is not disbursed or allocated for disbursement by December 31, 2013, shall revert to Landlord and Tenant shall have no further rights with respect theretoif applicable.

Tenant Improvement Allowance. Commencing Subject to any restrictions, conditions or limitations expressly set forth in this Tenant Work Letter or in the Lease or as otherwise expressly provided by mutual written agreement of January 1Landlord and Tenant, 2011the cost of construction of the Tenant Improvements shall be paid or reimbursed by Landlord up to a maximum amount as set forth in Section 5 of the Summary to the Lease (the "Tenant Improvement Allowance"), which amount is being made available by Landlord to be applied towards the Cost of Improvements for the construction of the Tenant Improvements in the Premises. 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 “Tenant Improvement Allowance”, as defined in Section 2 of this Amendment, for the costs relating to the design and construction of Tenant’s improvements or which are otherwise “entire Tenant Improvement Allowance items,” as that term is defined in Section 2.2.1, below (collectively, toward the “Tenant Improvements”). In no event shall Landlord be obligated to make disbursements pursuant to this Tenant Work Letter or otherwise in connection with Tenant’s construction Cost of Improvements of the Tenant Improvements (subject to any applicable restrictions, conditions, limitations, reductions or any Tenant Improvement Allowance Items, as defined below, charges set forth in a total amount which exceeds the sum of the Tenant Improvement Allowance. All Tenant Improvements for which the Tenant Improvement Allowance has been made available shall be deemed Landlord’s property under the terms of the Lease; provided, however, Landlord may, by written notice to Tenant given concurrently with Landlord’s approval of the “Final Working Drawings”, as that term is defined in Section 3.3, below, require Tenant, prior to the end of the Lease Term or promptly following any earlier termination of this Lease, at Tenant’s expense, to remove any Tenant Improvements and to repair any damage to the Premises and Building caused by such removal and return the affected portion of the Premises to a Building standard general office condition; provided, however, that Landlord shall not require Tenant to remove upon termination or expiration of this Lease, or condition its approval upon Tenant’s agreement to remove upon termination or expiration of this Lease, any Tenant Improvements constructed pursuant to in this Tenant Work Letter (including, without limitation, Larc improvementsLetter) which constitute standard, non-extraordinary improvements prior to being required to expend any of Tenant’s own funds for ordinary office, laboratory and/or Larc uses in biotech facilitiesthe Tenant Improvements. Any portion The funding of the Tenant Improvement Allowance that is not disbursed shall be made on a monthly basis or allocated for disbursement at other convenient intervals mutually approved by December 31, 2013, shall revert to Landlord and Tenant and in all other respects shall have be based on such commercially reasonable disbursement conditions and procedures as Landlord, Project Manager and Landlord’s lender (if any) may reasonably prescribe. Notwithstanding the foregoing provisions, under no further rights 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 respect theretoany moveable furniture or trade 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. Notwithstanding anything to the contrary herein, the Tenant Improvements shall not include (and Landlord shall be solely responsible for and the Tenant Improvement Allowance shall not be used for) the following: (a) costs incurred due to the presence of any Hazardous Materials in the Premises, if any; (b) costs to bring the Project into compliance with Applicable Laws to the extent required in order to allow Tenant to obtain a certificate of occupancy or its legal equivalent, for the Premises for the Permitted Use assuming a normal and customary office occupancy density; (c) construction costs in excess of the contract amount stated in the contract with the General Contractor, as approved by Tenant (not to be unreasonably withheld), except for increases set forth in change orders approved by Tenant; (d) wages, labor and overhead for overtime and premium time unless approved by Tenant (which approval shall not be unreasonably withheld, conditioned or delayed); (e) attorneys' fees incurred in connection with negotiation of construction contracts, and attorneys' fees, experts' fees and other costs in connection with disputes with third parties; (f) interest and other costs of financing construction costs; (g) costs incurred as a consequence construction defects or default by a contractor; (h) costs as a consequence of casualties; (i) penalties and late charges attributable to Landlord’s failure to pay construction costs; and (j) costs due to compliance with the soil management plan for the Project or its appendices.

Tenant Improvement Allowance. Commencing (a) Landlord shall reimburse Tenant for up to $250,000 (the “Improvement Allowance”) of the Costs of Tenant Improvements (as of January 1, 2011, hereinafter defined). Tenant shall be entitled to use solely responsible for the “amount by which the Costs of Tenant Improvements exceeds the Improvement Allowance”, as defined in Section 2 . (b) Tenant acknowledges that any request for payment of this Amendment, for the costs relating to the design and construction of Tenant’s improvements or which are otherwise “Tenant Improvement Allowance items,” as that term must be delivered to Landlord together with executed lien waivers, architect’s certificates, contractor’s statements and owner’s statements covering the work for which reimbursement is defined then being requested. Landlord shall make disbursements of the Improvement Allowance within thirty (30) days after the Landlord’s receipt of all required documentation, but in Section 2.2.1, below (collectively, the “Tenant Improvements”). In no event shall Landlord be obligated to make disbursements pursuant to this earlier than the date that Tenant Work Letter or otherwise in connection with Tenant’s construction takes possession of the entire Expansion Premises. Funds paid to Tenant Improvements or any Tenant from Landlord shall be deemed to be paid out of the Improvement Allowance Items, as defined below, in a total until the full amount which exceeds the sum of the Tenant Improvement Allowance. All Tenant Improvements for which the Tenant Improvement Allowance has been made available shall be deemed Landlord’s property under the terms of the Lease; provided, however, Landlord may, by written notice to Tenant given concurrently with Landlord’s approval of the “Final Working Drawings”, as that term is defined in Section 3.3, below, require Tenant, prior to the end of the Lease Term or promptly following any earlier termination of this Lease, at disbursed. Upon Tenant’s expense, to remove any completion of Tenant Improvements and delivery to repair Landlord of final lien waivers (including as-built plans for the Tenant Improvement if requested by Landlord) and other evidence required by Landlord to confirm Tenant Improvements has been completed and fully paid for, Landlord shall, after written request from Tenant, disburse to Tenant any damage to the Premises and Building caused by such removal and return the affected portion of the Premises to a Building standard general office condition; provided, however, that Landlord shall not require Tenant to remove upon termination or expiration of this Lease, or condition its approval upon Tenant’s agreement to remove upon termination or expiration of this Lease, any Tenant Improvements constructed pursuant to this Tenant Work Letter (including, without limitation, Larc improvements) which constitute standard, non-extraordinary improvements for ordinary office, laboratory and/or Larc uses in biotech facilities. Any portion of the Tenant Improvement Allowance that is not disbursed or allocated to which Tenant has satisfied the requirements for disbursement by December 31, 2013, shall revert to Landlord and Tenant shall have no further rights with respect theretodisbursement.

Tenant Improvement Allowance. Commencing as of January 1, 2011, Tenant shall be entitled A. Subject to use Tenant's compliance with the “Tenant Improvement Allowance”, as defined in Section 2 provisions of this AmendmentExhibit B, for --------- Landlord shall provide to Tenant an allowance in the costs relating approximate amount of One Million Eight Hundred Ninety-five Thousand Two Hundred Fifty Dollars ($1,895,250.00) based upon a rate of Twenty-five Dollars ($25.00) per rentable square foot of the Premises to construct and install only the Tenant Improvements and an additional allowance in the amount of Fifty Thousand Dollars ($50,000.00) applicable only to the design design, preparation, planning, construction and construction installation of Tenant’s improvements or which are otherwise “Tenant Improvement Allowance items,” as that term is defined in Section 2.2.1, below the Lobby Improvements (collectively, the “"Tenant Improvements”Improvement Allowance"). In The actual amount of the Tenant Improvement Allowance shall be adjusted commensurately based upon the actual rentable square feet of the Premises after Landlord's Substantial Completion of the Shell Improvements. Subject to the provisions of this Exhibit B, the Tenant Improvement Allowance --------- shall be used to design, prepare, plan, obtain the approval of, construct and install the Tenant Improvements and for no event other purpose. Except as otherwise expressly provided herein, Landlord shall have no obligation to contribute the Tenant Improvement Allowance unless and until the Construction Documents have been approved by Landlord and Tenant has complied with all requirements set forth in Paragraph 4.C. of this Exhibit B. The costs to be obligated to make disbursements pursuant to this paid out of the --------- Tenant Work Letter or otherwise Improvement Allowance shall include all reasonable costs and expenses associated with the design, preparation, approval, planning, construction and installation of the Tenant Improvements (the "Tenant Improvement Costs"), including all of the following: (i) All costs of the Preliminary Plans and Specifications, the Final Plans and Specifications, and the Construction Documents, and engineering costs associated with completion of the State of California energy utilization calculations under Title 24 legislation: (ii) All costs of obtaining building permits and other necessary authorizations from local governmental authorities; (iii) All costs of interior design and finish schedule plans and specifications including as-built drawings, if applicable; (iv) All direct and indirect costs of procuring, constructing and installing tile Tenant Improvements in the Premises, including, but not limited to, the construction fee for overhead and profit and the cost of all on-site supervisory and administrative staff, office, equipment and temporary services rendered by the Contractor in connection with Tenant’s the construction of the Tenant Improvements or any Tenant Improvement Allowance Items, as defined below, in a total amount which exceeds the sum of the Tenant Improvement Allowance. All Tenant Improvements for which the Tenant Improvement Allowance has been made available shall be deemed Landlord’s property under the terms of the Lease; provided, however, Landlord may, by written notice to Tenant given concurrently with Landlord’s approval of the “Final Working Drawings”, as that term is defined in Section 3.3, below, require Tenant, prior to the end of the Lease Term or promptly following any earlier termination of this Lease, at Tenant’s expense, to remove any Tenant Improvements and to repair any damage to the Premises and Building caused by such removal and return the affected portion of the Premises to a Building standard general office conditionImprovements; provided, however, that Landlord the construction fee for overhead and profit, the cost of all on-site supervisory and administrative staff, office, equipment and temporary services shall not require Tenant exceed amounts which are reasonable and customary for such items in the local construction industry; (v) All fees payable to remove upon termination or expiration the Architect and any engineer if they are required to redesign any portion of this Lease, or condition its approval upon Tenant’s agreement to remove upon termination or expiration of this Lease, any the Tenant Improvements constructed pursuant following Tenant's and Landlord's approval of the Construction Documents; (vi) Utility connection fees; (vii) Inspection fees and filing fees payable to this Tenant Work Letter local governmental authorities, if any; (including, without limitation, Larc improvementsviii) which constitute standard, All costs of all permanently affixed equipment and non-extraordinary improvements trade fixtures provided for ordinary officein the Construction Documents, laboratory and/or Larc uses including the cost of installation; and, (ix) A construction management fee payable to Landlord in biotech facilities. Any portion the amount of one percent (1.O%) of the aggregate of the principal amount of the Tenant Improvement Allowance that (the "CM Fee"). progress payment until the date on which the Tenant Improvements are substantially completed and the receipt by Landlord of all the items described in (a) and (b) of this paragraph. B. Landlord shall not be obligated to pay any Tenant Improvement Allowance progress payment or the Tenant Improvement Allowance retention if on the date Tenant is not disbursed entitled to receive the Tenant Improvement Allowance progress payment or allocated the Tenant Improvement Allowance retention Tenant is in material default of this Lease. Such payments shall resume upon Tenant curing any such default within the time periods which may be provided for disbursement by December 31in the lease. C. If the total cost of constructing the Tenant Improvements is less than the Tenant Improvement Allowance, 2013, the Tenant Improvement Allowance shall revert be automatically reduced to Landlord and Tenant shall have no further rights with respect theretothe amount equal to said actual cost.

Tenant Improvement Allowance. Commencing Subject to any restrictions, conditions or limitations expressly set forth in this Tenant Work Letter or in the First Amendment or as otherwise expressly provided by mutual written agreement of January 1Landlord and Tenant, 2011the cost of construction of the Tenant Improvements shall be paid or reimbursed by Landlord up to a maximum amount equal to $23,801,750.00 (the “Tenant Improvement Allowance”), which amount is being made available by Landlord to be applied towards the Cost of Improvements for the construction of the Tenant Improvements in the Substitute Premises. 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 (such excess amount is referred to herein as the “Tenant Funds Amount”), 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 “Tenant Improvement Allowance”, as defined in Section 2 of this Amendment, for the costs relating to the design and construction of Tenant’s improvements or which are otherwise “entire Tenant Improvement Allowance items,” as that term is defined in Section 2.2.1, below (collectively, toward the “Tenant Improvements”). In no event shall Landlord be obligated to make disbursements pursuant to this Tenant Work Letter or otherwise in connection with Tenant’s construction Cost of Improvements of the Tenant Improvements (subject to any applicable restrictions, conditions, limitations, reductions or any Tenant Improvement Allowance Items, as defined below, charges set forth in a total amount which exceeds the sum of the Tenant Improvement Allowance. All Tenant Improvements for which the Tenant Improvement Allowance has been made available shall be deemed Landlord’s property under the terms of the Lease; provided, however, Landlord may, by written notice to Tenant given concurrently with Landlord’s approval of the “Final Working Drawings”, as that term is defined First Amendment or in Section 3.3, below, require Tenant, prior to the end of the Lease Term or promptly following any earlier termination of this Lease, at Tenant’s expense, to remove any Tenant Improvements and to repair any damage to the Premises and Building caused by such removal and return the affected portion of the Premises to a Building standard general office condition; provided, however, that Landlord shall not require Tenant to remove upon termination or expiration of this Lease, or condition its approval upon Tenant’s agreement to remove upon termination or expiration of this Lease, any Tenant Improvements constructed pursuant to this Tenant Work Letter (including, without limitation, Larc improvementsLetter) which constitute standard, non-extraordinary improvements prior to being required to expend any of Tenant’s own funds for ordinary office, laboratory and/or Larc uses in biotech facilitiesthe Tenant Improvements. Any portion The funding of the Tenant Improvement Allowance that is not disbursed shall be made on a monthly basis or allocated for disbursement at other convenient intervals mutually approved by December 31, 2013, shall revert to Landlord and Tenant and in all other respects shall have be based on such commercially reasonable disbursement conditions and procedures as Landlord, Project Manager and Landlord’s lender (if any) may reasonably prescribe. Notwithstanding the foregoing provisions, under no further rights circumstances shall the Tenant Improvement Allowance or any EXHIBIT B -9- THE COVE AT OYSTER POINT [First Amendment] [Global Blood Therapeutics, Inc.] portion thereof be used or useable by Tenant for any moving or relocation expenses of Tenant or cabling expenses. Notwithstanding anything to the contrary herein, the Tenant Improvements shall not include (and Landlord shall be solely responsible for and the Tenant Improvement Allowance shall not be used for) the following: (a) costs incurred due to the presence of any Hazardous Materials in the Substitute Premises, if any, but with respect theretoto removal and remediation of any such Hazardous Materials, only to the extent such removal or remediation is required by Applicable Laws enforced as of the date of this First Amendment for improvements in the Substitute Premises generally (as opposed to the specific Tenant Improvements) and to the extent the same required in order to allow Tenant to obtain a certificate of occupancy or its legal equivalent, for the Substitute Premises for the Permitted Use assuming a normal and customary occupancy density; (b) costs to bring the Project into compliance with Applicable Laws to the extent required in order to allow Tenant to obtain a certificate of occupancy or its legal equivalent, for the Substitute Premises for the Permitted Use assuming a normal and customary office occupancy density; (c) construction costs in excess of the contract amount stated in the contract with the General Contractor, as approved by Tenant (not to be unreasonably withheld), except for increases set forth in change orders approved by Tenant; (d) wages, labor and overhead for overtime and premium time unless approved by Tenant (which approval shall not be unreasonably withheld, conditioned or delayed); (e) attorneys’ fees incurred in connection with negotiation of construction contracts, and attorneys’ fees, experts’ fees and other costs in connection with disputes with third parties; (f) interest and other costs of financing construction costs; (g) costs incurred as a consequence construction defects or default by a contractor; (h) costs as a consequence of casualties; (i) penalties and late charges attributable to Landlord’s failure to pay construction costs; and (j) costs due to compliance with the soil management plan for the Project or its appendices.

Tenant Improvement Allowance. Commencing as Landlord agrees to pay to Tenant an amount to be applied against Tenant Improvement Costs for each of January 1the Initial Premises and the Expansion Space, 2011up to a maximum of the applicable Tenant Improvement Allowance. Landlord’s obligation to pay the Tenant Improvement Allowance shall be subject to the following: (a) No Event of Default shall have occurred and be continuing hereunder at the time any such payment is requested. (b) Payments by Landlord shall be requested no more frequently than once per month and shall be made within twenty-three (23) Business Days after Landlord’s receipt of the applicable supporting documentation mentioned in this Section. (c) Each request by Tenant for payment shall be accompanied by (i) a copy of an application and certificate for payment (AIA Document G702 or equivalent) signed by the Tenant Improvement Contractor, (ii) a certificate from Tenant that all amounts requested are for Tenant Improvement Costs actually incurred, that all amounts payable to the Tenant Improvement Contractor for which previous requests for payment have been made and for which Tenant has received payment from Landlord have been fully paid and the current payment requested by Tenant is then due and payable, and (iii) releases of liens executed by the Tenant Improvement Contractor and all subcontractors, releasing all lien rights any of such contractors may have with respect to all work performed through the date of the previous payment. To the extent that there is a dispute between Tenant and its contractors pursuant to which Tenant has withheld payment on account of any Tenant Improvement Costs, Tenant shall not request payment therefor and Landlord shall not make payment with respect thereto until such dispute is resolved. (d) In the event that the Budget indicates that the applicable Tenant Improvement Costs are in excess of the applicable Tenant Improvement Allowance, Landlord shall not be obligated to make any payment under this Section unless and until Tenant has demonstrated to Landlord’s satisfaction that Tenant has paid for Tenant Improvement Costs in such amount as may be required so that the remaining Tenant Improvement Costs to be paid do not exceed the remaining Tenant Improvement Allowance to be advanced by Landlord. If upon completion of the Initial Premises or the Expansion Space any Tenant Improvement Allowance remains for such portion of the Premises, Landlord shall reimburse Tenant for any amounts expended by Tenant pursuant to this subparagraph (d). (e) Tenant’s construction contract with the Tenant Improvement Contractor shall provide for retainage of not less than ten percent (10%) until substantial completion of the applicable Tenant Improvements. Whether or not the construction contract so provides, Landlord shall be entitled to use retain an amount equal to ten percent (10%) of all payments otherwise to be funded by Landlord for payment to the “Tenant Improvement Contractor until such time as the applicable Tenant Improvements have been substantially completed. (f) Prior to Tenant’s request for the final payment of the applicable Tenant Improvement Allowance”, as defined in Section 2 Tenant shall submit to Landlord (i) final releases of this Amendment, for lien signed by the costs relating Tenant Improvement Contractor and all subcontractors who provided any labor or materials with respect to the design applicable Tenant Improvements (which releases may be contingent upon the receipt of sums reflected in the final payment application and construction for which may exclude reasonable holdback:) for punchlist items), (ii) if requested by Landlord, a Confirmation of Lease Term Agreement in the form of Exhibit ”D” hereto, satisfactorily completed and executed by Tenant’s improvements or which are otherwise “, (iii) a certificate executed by Tenant that all applicable Tenant Improvement Allowance items,” Costs have been paid by Tenant except for reasonable holdbacks related to punchlist items as specified in such certificate, and (iv) a set of the Plans and Specifications marked to show as-built conditions, which shall be reproducible if permitted by the party that term is defined in Section 2.2.1, below prepared such Plans and Specifications. (collectively, g) In the “Tenant Improvements”). In no event shall Landlord be obligated to make disbursements pursuant to this Tenant Work Letter or otherwise in connection with Tenant’s construction that the cost of the Tenant Improvements for the Initial Premises or any Tenant Improvement Allowance Items, as defined below, in a total amount which exceeds the sum of the Tenant Improvement Allowance. All Tenant Improvements for which Expansion Space is less than the Tenant Improvement Allowance has been made available allocated to such space, Tenant shall receive a credit in the amount of fifty (50%) percent of such savings, to be deemed Landlord’s property under applied against the terms installments of Base Rent first falling due following determination of the Leaseamount of such credit; provided, however, Landlord may, by written notice to Tenant given concurrently with Landlord’s approval that. the credit shall not exceed $31.00/rentable square foot of space in the “Final Working Drawings”Initial Premises or the Expansion Premises, as that term is defined in Section 3.3, below, require Tenant, prior to the end of the Lease Term or promptly following any earlier termination of this Lease, at Tenant’s expense, to remove any Tenant Improvements applicable. Floor Finish: 1st Floor: 4” slab on grade 2nd and to repair any damage to the Premises and Building caused by such removal and return the affected portion of the Premises to a Building standard general office condition; provided, however, that Landlord shall not require Tenant to remove upon termination or expiration of this Lease, or condition its approval upon Tenant’s agreement to remove upon termination or expiration of this Lease, any Tenant Improvements constructed pursuant to this Tenant Work Letter (including, without limitation, Larc improvements) which constitute standard, non-extraordinary improvements for ordinary office, laboratory and/or Larc uses in biotech facilities. Any portion of the Tenant Improvement Allowance that is not disbursed or allocated for disbursement by December 31, 2013, shall revert to Landlord and Tenant shall have no further rights with respect thereto.3rd Floors: 4 ½” lightweight slab

Tenant Improvement Allowance. Commencing as of January 1, 20111.1.1. Subject to the terms herein, Tenant shall be entitled to use a one-time improvement allowance (the “Tenant Improvement Allowance”, as defined in Section 2 of this Amendment, ) for the costs reasonably relating to the design and construction of Tenant’s initial improvements or which are otherwise “Tenant Improvement Allowance items,” as that term is defined in Section 2.2.1, below to the applicable portions of the Premises (collectively, the “Tenant Improvements”; the Tenant Improvements applicable to specific portions of the Premises may be generically referred to herein as the “applicable Tenant Improvements” or by using words of similar import) as follows: (a) up to $3,775,880.00 (i.e., $40.00 per Rentable Square Foot of the Initial Premises) for Tenant Improvements for the Initial Premises, (b) up to $819,772.15 (i.e., $34.67 per Rentable Square Foot of the Must-Take Premises) for Tenant Improvements for the Must-Take Premises, and (c) up to $693,742.49 (i.e., $29.33 per Rentable Square Foot of the 5th Floor Expansion Premises) for Tenant Improvements for the 5th Floor Expansion Premises if leased by Tenant under Section 54.1 of the Lease (each individual component of the Tenant Improvement Allowance as provided in the immediately preceding subsections (a), (b) and (c) may be generically referred to herein as the “applicable Tenant Improvement Allowance” or by using words of similar import). Notwithstanding anything to the contrary contained in this Tenant Work Letter, if the 5th Floor Expansion Premises is not added to the Premises pursuant to the 5th Floor Expansion Option under Section 54.1 of the Lease, then the terms of this Tenant Work Letter applicable to the 5th Floor Expansion Premises shall be null, void and of no force or effect, and neither Landlord nor Tenant shall have any obligations or rights under this Tenant Work Letter with respect to the 5th Floor Expansion Premises, including, without limitation, any obligation on the part of Landlord to pay any Tenant Improvement Allowance for the 5th Floor Expansion Premises. Notwithstanding anything to the contrary contained herein, if any portion of an applicable Tenant Improvement Allowance is not used or applied by Tenant by the expiration of the initial Term, such portion shall be deemed waived with no further obligation by Landlord with respect thereto. 1.1.2. In no event shall Landlord be obligated to make disbursements pursuant to this Tenant Work Letter in a total amount that exceeds the applicable Tenant Improvement Allowance for the applicable portion of the Premises (but subject to the terms of Section 1.1.7 below regarding the Test-Fit Payment), and, except for the Second Limited Application Right or otherwise the Third Limited Application Right, in no event shall Tenant be entitled to any excess, credit, deduction or offset against Rent for any unused portion of any applicable Tenant Improvement Allowance. 1.1.3. Tenant shall, with written notice delivered to Landlord, be entitled to apply from the applicable Tenant Improvement Allowance, up to a maximum amount not to exceed (a) $471,985.00 (i.e., $5.00 per Rentable Square Foot of the Initial Premises) for Tenant Improvements for the Initial Premises, (b) $102,382.85 (i.e., $4.33 per Rentable Square Foot of the Must-Take Premises) for Tenant Improvements for the Must-Take Premises, and (c) $86,806.51 (i.e., $3.67 per Rentable Square Foot of the 5th Floor Expansion Premises if leased by Tenant under Section 54.1 of the Lease) for Tenant Improvements for the 5th Floor Expansion Premises, in any such case, towards, upon delivery to Landlord of reasonable supporting documentation therefor, Tenant’s actual and reasonable costs incurred in connection with (i) any cabling and telecommunications equipment to be installed at the Initial Premises, the Must-Take Premises or the 5th Floor Expansion Premises, as applicable, (ii) Tenant’s construction move into the Initial Premises, the Must-Take Premises or the 5th Floor Expansion Premises, as applicable, and (iii) Tenant’s architectural, engineering and project management work for the Initial Premises, the Must-Take Premises or the 5th Floor Expansion Premises, as applicable (collectively, the “First Limited Application Right”). 1.1.4. Tenant shall, with written notice delivered to Landlord, be entitled to apply from any portion of the applicable Tenant Improvement Allowance, up to a maximum amount not to exceed (a) $471,985.00 (i.e., $5.00 per Rentable Square Foot of the Initial Premises) for Tenant Improvements for the Initial Premises, (b) $102,382.85 (i.e., $4.33 per Rentable Square Foot of the Must-Take Premises) for Tenant Improvements for the Must-Take Premises, and (c) $86,806.51 (i.e., $3.67 per Rentable Square Foot of the 5th Floor Expansion Premises if leased by Tenant under Section 54.1 of the Lease) for Tenant Improvements for the 5th Floor Expansion Premises, in any such case, towards the next successive payment(s) of Base Rent due and payable under the terms of the Lease as follows: (i) with respect to the Initial Premises, beginning no sooner than the first to occur of November 1, 2014 or the date that Tenant uses at least $35.00 per Rentable Square Foot of the Tenant Improvements or any Improvement Allowance (whether for “Tenant Improvement Allowance Items, ,” as defined below, in a total amount which exceeds or pursuant to the sum First Limited Application Right) for the Initial Premises, (ii) with respect to the Must-Take Premises, beginning no sooner than the first to occur of November 1, 2015 or the date that Tenant uses at least $30.34 per Rentable Square Foot of the Tenant Improvement Allowance (whether for Tenant Improvement Allowance Items or pursuant to the First Limited Application Right) for the Must-Take Premises, and (iii) with respect to the 5th Floor Expansion Premises (if leased by Tenant under Section 54.1 of the Lease), beginning no sooner than the first to occur of November 1, 2016 or the date that Tenant uses at least $25.66 per Rentable Square Foot of the Tenant Improvement Allowance (whether for Tenant Improvement Allowance Items or pursuant to the First Limited Application Right) for the 5th Floor Expansion Premises (collectively, the “Second Limited Application Right”). 1.1.5. In addition and notwithstanding the foregoing, Tenant shall, with written notice delivered to Landlord, be entitled to apply from any unused portion of the aggregate Tenant Improvement Allowance (i.e., the Tenant Improvement Allowances for the Initial Premises, the Must-Take Premises and the 5th Floor Expansion Premises combined, and not taken separately), up to a maximum amount not to exceed $350,000.00, towards the next successive payment(s) of Base Rent due and payable under the terms of the Lease beginning no sooner than the date that is six (6) months prior to the Expiration Date of the initial Term (collectively, the “Third Limited Application Right”). 1.1.6. If Tenant has the right to exercise any of the First Limited Application Right, the Second Limited Application Right or the Third Limited Application Right in accordance with the foregoing, but fails to notify Landlord in writing of Tenant’s election to do so by the date that is no later than twelve (12) months prior to the Expiration Date of the initial Term, then, in such event, Tenant shall be deemed to have elected to have any such unused portion(s) of the Tenant Improvement Allowance(s) applied against Base Rent pursuant to the Second Limited Application Right and/or the Third Limited Application Right to the extent permitted in accordance with the foregoing (without limiting the generality of the foregoing and for the avoidance of any doubt, the parties specifically acknowledge that the applicable caps under the Second Limited Application Right and the Third Limited Application Right for amounts that can be applied against Base Rent shall be in full force and effect and shall not be exceeded), and such unused portion shall be so applied against Base Rent until depleted. Subject to the terms herein regarding the Test-Fit Payment, Tenant shall be responsible for costs of the applicable Tenant Improvements in excess of any applicable Tenant Improvement Allowance. All Tenant Improvements for which the Tenant Improvement Allowance has been made available shall be deemed Landlord’s property under the terms of the Lease; provided. 1.1.7. Notwithstanding anything to the contrary contained in this Tenant Work Letter, howeverin addition to the Tenant Improvement Allowance, Landlord mayagrees, by written notice so long as no Event of Default has occurred and is continuing, to Tenant given concurrently with Landlord’s approval pay or reimburse, as applicable (the “Test-Fit Payment”), within thirty (30) days after delivery to Landlord of reasonable supporting documentation therefor, up to a maximum amount (the “Test-Fit Cap”) of (a) $11,327.64 (i.e., $0.12 per Rentable Square Foot of the Initial Premises), for one (1) “Final Working Drawings”test fit” plan for the Initial Premises, as that term is defined in Section 3.3and (b) $2,837.40 (i.e., below, require Tenant, prior to the end $0.12 per Rentable Square Foot of the Lease Term or promptly following any earlier termination Must-Take Premises), for one (1) “test fit” plan for the Must-Take Premises. Tenant shall be responsible for all costs of this Lease, at Tenant’s expense, to remove any Tenant Improvements and to repair any damage to the Premises and Building caused by such removal and return test-fit plan in excess of the affected applicable Test-Fit Cap for the applicable portion of the Premises (subject to Landlord’s obligations with respect to the Tenant Improvement Allowance), and, subject to Landlord’s obligations with respect to the Tenant Improvement Allowance, in no event shall Landlord be obligated to make any disbursement pursuant to this Section 1.1.7 in a Building standard general office condition; providedtotal amount that exceeds the applicable Test-Fit Cap for the applicable Premises, howeverand in no event shall Tenant be entitled to any excess, that credit, deduction or offset against Rent for any unused portion of the applicable Test-Fit Payment payable by Landlord shall pursuant to the terms of this Section 1.1.7. If any portion of the Test-Fit Payment payable by Landlord under this Section 1.1.7 is not require used by Tenant to remove upon termination or by the expiration of this Leasethe initial Term for the purposes permitted herein, payment/reimbursement with respect to such portion shall be deemed waived with no further obligation by Landlord with respect thereto. Without limiting the generality of the foregoing, the parties specifically acknowledge and agree that no Test-Fit Payment shall apply with respect to the 5th Floor Expansion Premises or condition its approval upon Tenant’s agreement to remove upon termination or expiration any Second Additional Premises, and that the terms of this Lease, any Tenant Improvements constructed pursuant to this Tenant Work Letter (including, without limitation, Larc improvements) which constitute standard, non-extraordinary improvements for ordinary office, laboratory and/or Larc uses in biotech facilities. Any portion shall not apply to any lease by Tenant of the Second Additional Premises, it being the specific intent of the parties that any improvement allowance (if applicable) for any Second Additional Premises leased by Tenant Improvement Allowance that is not disbursed or allocated for disbursement by December 31, 2013, shall revert to Landlord and Tenant shall have no further rights be determined in accordance with respect theretothe terms of Section 54.2 above regarding the Expansion Fair Market Rental Value.

Tenant Improvement Allowance. Commencing as of January 1, 2011, Tenant 6.1 Payments to the Contractor shall be entitled to use made by Landlord out of the “Tenant Improvement Allowance”Allowances, as defined in Section 2 8.6 of this the Lease (as amended by the First Amendment), which shall be held by Landlord. The Allowances shall be provided by Landlord and disbursed as provided below. Any additional funds which may be needed over and above the Allowances shall be paid by Tenant. Tenant shall provide landlord with evidence reasonably acceptable to Landlord of the availability of such additional funds. 6.2 Payments from the Allowances shall be made no more frequently than on a monthly basis by Landlord. Payments shall be released only upon the approval of Architect who shall prepare a monthly certificate for payment which shall be submitted to Landlord and which in turn shall be based upon invoices from the Contractor and others (including the Architect) for work completed to date and/or for services or materials provided to date. The certificate shall be submitted to Landlord at least thirty (30) days prior to the date the disbursement is requested and shall include (a) a payment breakdown certified by Architect which shall show, to the extent such information is reasonably available, the amount then requested for disbursement for each line item in the Budget, the undisbursed amount of the line items existing before and the amount remaining after in such line item after disbursement; (b) copies of bills received by Tenant for all sums expended and/or due; (c) to the extent applicable, a statement from the Architect that states that the Tenant Improvement Work for which the previous disbursement was made were completed substantially in accordance with the Tenant Improvement Plans; and (d) such other documentation or information as may be reasonably requested by Landlord. All submittals for payment shall be accompanied by a lien release, conditioned upon receipt of the applied-for payment, executed by the Contractor and when applicable, by material suppliers, subcontractors and/or others who provided work, services or material to the Premises. At Landlord's option, disbursements may be made directly to Architect, Contractor, subcontractors, materialmen, laborers and other persons planning or performing the Tenant Improvement Work. 6.2.1 Landlord shall have no obligation to make any disbursement if the Tenant Improvement Work shall have been materially injured or damaged by fire or other casualty, unless Landlord shall have received sufficient insurance proceeds to cover the cost to replace such improvements injured or damaged, less Landlord's standard deductible. 6.2.2 Landlord shall have the right to decline to make any requested disbursement if Landlord, in the exercise of its reasonable discretion, determines that the Tenant Improvement Work with respect to which the disbursement has been requested has not been constructed substantially in accordance with the Tenant Improvement Plans. 6.2.3 Tenant agrees that if the costs relating connected with the Tenant Improvement Work have exceeded or can be expected to exceed the amounts set forth for such costs in the Budget related to the design Tenant Improvement Work (whether as a result of Changes or otherwise) that it shall pay such costs or cover such deficiency directly and construction submit to Landlord a receipt and lien release for such payment; 6.2.4 In the case of Tenant Improvement Work, Landlord shall have no obligation to: (i) disburse any funds for any expense not included within a category shown in the Budget related to the Tenant Improvement Work or (ii) make any disbursement if after giving effect to such disbursement, to any of Tenant’s improvements 's funds received by Landlord or which are otherwise “to any direct payments made by Tenant pursuant to Section 6.2.3 above, the aggregate amount of the Allowances disbursed for any line item in the Budget related to the Tenant Improvement Work will exceed the sum of the amount shown for that line item in such Budget, provided, however, that: (A) in the event that there are savings in a particular line item expense category, then Tenant shall have the right, with the consent of Landlord which shall not be unreasonably withheld or delayed, to reallocate such savings to another line item so as to permit disbursements; and (B) upon the receipt of Landlord's prior written approval, which approval shall not be unreasonably withheld or delayed, Tenant shall have the right to allocate funds from the "Contingency" line item in such Budget, until such funds are exhausted, to other line item expense categories or new expenses not originally included within the Budget; so as to permit disbursements; provided that the overall amount disbursed by Landlord of the applicable Allowance items,” as that term is defined in Section 2.2.1, below (collectively, the “Tenant Improvements”). In does not increase. 6.2.5 Landlord shall have no event shall Landlord be obligated obligation to make disbursements pursuant to this a disbursement from the Allowances for any Tenant Improvement Work Letter or otherwise in connection if Landlord has not received the Architect's certificate and the other documentation required under Section 6.2 above. 6.3 Any funds not expended from the Allowances after payment of all final accounts associated with Tenant’s the construction of the Tenant Improvements or any Improvement Work shall remain with Landlord. 6.3.1 Tenant shall pay for Tenant Improvement Allowance ItemsWork costs in excess of the Allowances, if any, within thirty (30) days of invoicing by the party providing such work and/or materials and shall obtain and deliver to Landlord unconditional lien releases in connection with such payment. 6.3.2 Notwithstanding Section 6.3.1, if Tenant is unable to obtain unconditional lien releases or if any liens are filed against the Building or the Research Complex as defined belowa result of Tenant's Improvement Work, then within thirty (30) days after completion of the work or receipt of notice of lien, Tenant shall cause the lien or lien rights to be released of record or to be bonded over by a bond reasonably satisfactory to Landlord in the amount of 150% of the amount of the lien. 6.4 Tenant Improvement Work chargeable against the Allowances shall include, in a total amount which exceeds addition to the sum cost of construction for work shown on the Tenant Improvement Allowance. All Tenant Improvements for which Plans, the cost of space planning, Architect, engineering work, and other related costs or services, building permits and other City imposed planning and inspection fees, performance incentive payments and all similar types of costs and fees associated with the Tenant Improvement Allowance has been made available Work (if approved in the Budget or otherwise approved in writing by Landlord). Landlord shall be deemed responsible for the cost, which shall not be charged against the Allowances, of Landlord’s property under 's Work. Tenant shall be responsible for the terms cost of the Lease; provided, however, Landlord may, by written notice to Tenant given concurrently with Landlord’s approval of the “Final Working Drawings”, as that term is defined in work described under Section 3.3, below, require Tenant, prior to the end of the Lease Term or promptly following any earlier termination of this Lease, at Tenant’s expense, to remove any Tenant Improvements and to repair any damage to the Premises and Building caused by such removal and return the affected portion of the Premises to a Building standard general office condition; provided, however, that Landlord 3.3 herein which cost shall not require Tenant to remove upon termination be charged against the Allowances. In addition, the Allowances shall not be used for the following: (a) the purchase of personal or expiration of this Lease, trade fixtures for Tenant; (b) costs for improvements which are not shown on or condition its approval upon Tenant’s agreement to remove upon termination or expiration of this Lease, any Tenant Improvements constructed pursuant to this Tenant Work Letter (including, without limitation, Larc improvements) which constitute standard, non-extraordinary improvements for ordinary office, laboratory and/or Larc uses described in biotech facilities. Any portion of the Tenant Improvement Allowance that Plans unless otherwise approved by Landlord and Tenant; (c) attorneys' fees incurred by Tenant in connection with the negotiation of construction contracts, and attorneys' fees, experts' fees and other costs incurred by Tenant in connection with disputes with third parties; (d) costs incurred as a consequence of delay (unless the delay is not disbursed caused by Landlord and excepting any Permitted Delay); (e) construction defects or allocated default by a contractor; (f) costs recoverable by Tenant upon account of warranties and insurance; and (g) wages, labor and overhead for disbursement overtime and premium time unless approved by December 31, 2013, shall revert to Landlord and Tenant. 6.5 Architect and Tenant shall have no further rights jointly be responsible for ensuring that all construction work is carried out by the Contractor in accordance with respect theretothe Tenant Improvement Plans and the Contractor shall in turn be responsible for the execution of the work in accordance with Tenant Improvement Plans and as directed by Architect and Tenant.