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 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 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 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”, 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 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 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 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 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 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 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 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 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 $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 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 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 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 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 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 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 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, 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 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 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 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 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 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 (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 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 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 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 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 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 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 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 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 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 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, 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 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 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 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 of January 1, 2011, Tenant Landlord shall be entitled contribute an amount up to use the “$1,327,000.00 ($20.00 per square foot) ("Tenant Improvement Allowance”, as defined in Section 2 of this Amendment, ") ---------------------------- toward the costs incurred for the costs Tenant Improvements and Change Orders relating to the design and construction of Tenant’s improvements or the Tenant Improvements, in accordance with and subject to the following provisions. Not sooner than the date on which are otherwise “the Tenant Improvements work within the Premises has been commenced, Tenant may submit invoices to Landlord for payment out of the Tenant Improvement Allowance items,” as that term is defined to reimburse Tenant for Tenant Improvements costs incurred for work actually performed within or about the Premises. Following Landlord's receipt of such invoices, Landlord shall within thirty (30) days thereafter pay Tenant for the amount requested in Section 2.2.1, below (collectively, the “Tenant Improvements”). In such invoice; provided in no event shall Landlord be obligated to make disbursements pursuant to this pay Tenant Work Letter or otherwise in connection with Tenant’s construction of more than the Tenant Improvements or any Tenant Improvement Allowance Items, as defined below, in a total maximum amount which exceeds the sum of the Tenant Improvement Allowance. All Any expenses incurred by Tenant Improvements for which the Tenant Improvement work in excess 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 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 's sole cost 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 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 is which has not disbursed be requested by Tenant pursuant to the terms hereof on or allocated for disbursement before the sixtieth (60th) day after the Commencement Date, and any portion of the Tenant Improvement Allowance still held by December 31, 2013, Landlord after such date shall revert to Landlord be deemed forfeited by Tenant and Tenant shall have no further rights with respect theretonot be applied against Tenant's other payment obligations under the Lease.

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 Amendmentbut not exceeding, Nine Hundred Eighty-Nine Thousand Eight Hundred Thirty Dollars ($989,830.00) to help Tenant pay for the costs relating to of the design design, permitting and construction of Tenant’s 's initial improvements or which are otherwise “Tenant Improvement Allowance items,” as that term is defined in Section 2.2.1, below permanently affixed to the Existing Premises and the Expansion Space (collectively, the “"Tenant Improvements”"); provided, however, that Landlord shall have no obligation to disburse all or any portion of the Tenant Improvement Allowance (nor the Additional Allowance, if applicable) 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 one hundred eighty (180) days after the Suite 500 Expansion Commencement Date. Notwithstanding anything in this Tenant Work Letter to the contrary, an amount not to exceed Two Hundred Fifty-Nine Thousand Three Hundred Thirty Dollars ($259,330.00) 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 for the purchase of and installation of furniture, fixtures and equipment for the Expansion Space (the "FF&E Costs"). Landlord shall disburse from the Tenant Improvement Allowance the available 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 paid invoices from third parties evidencing the amount of such FF&E Costs to be paid by Landlord; such disbursement request shall be delivered (if at all) no later than sixty (60) days after the Suite 500 Expansion Commencement Date. 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 (nor the Additional Allowance ./ -/// -1- (if applicable)). In the event that there exists an "Over-Allowance Amount" under Section 4.3.1 of Tenant Work Letter of the Original Lease after application of the Tenant Improvement Allowance. All Allowance and Additional Allowance elected by Tenant Improvements to be applied for which improvements under the Original Lease, then Tenant shall have the right to have Landlord apply the Tenant Improvement Allowance has been made available shall be deemed Landlord’s property and Additional Allowance hereunder for any such Over-Allowance Amount under the terms of the Original Lease; provided, however, Landlord may, by written notice to 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 of the Premises to a Building standard general office condition; provided, however, that Landlord shall not require have the right to apply the Tenant Improvement Allowance nor the Additional Allowance described herein for costs which the Additional Allowance described in the Original Lease is to remove upon termination or expiration of this Leasebe used (i.e., or condition its approval upon Tenant’s agreement to remove upon termination or expiration of this Lease, any the Tenant Improvements constructed pursuant to Improvement Allowance and Additional Allowance under this Tenant Work Letter may only be applied to cover costs (includingi.e., without limitation, Larc improvementsthe Over-Allowance Amount) which constitute standard, non-extraordinary improvements under the Original Lease existing after application of the allowances under the Original Lease and may not be applied against the allowances under the Original Lease). Tenant shall not be entitled to receive any cash payment or credit against Rent or otherwise for ordinary office, laboratory and/or Larc uses in biotech facilities. Any any unused portion of the Tenant Improvement Allowance (nor the Additional Allowance, if applicable) which is not used to pay for the Tenant Improvement Allowance Items (as defined below). Notwithstanding anything above to the contrary, in the event there exists an Over-Allowance Amount (as defined in Section 4.2.1 below), Tenant shall have the option, exercisable upon written notice to Landlord, to require Landlord to provide a one-time additional improvement allowance (the "Additional Allowance") in the amount not to exceed One Million Four Hundred Eighty-Four Thousand Seven Hundred Forty-Five Dollars ($1,484,745.00). In the event Tenant exercises such option and as consideration for Landlord providing such Additional Allowance to Tenant, the Base Rent payable by Tenant throughout the entire Term of Tenant's lease of the Suite 500 Expansion Space ("Amortization Period") shall be increased by an amount sufficient to fully amortize such Additional Allowance throughout said period based upon equal monthly payments of principal and interest, with interest imputed on the outstanding principal balance at the rate of nine percent (9%) per annum (the "Amortization Rent"), subject to the following provisions regarding Tenant's right to pay off the Additional Allowance early. By way of illustration, if Tenant utilizes the entire Additional Allowance and if the Suite 500 Expansion Commencement Date occurs on January 1, 2018 (for a one hundred twenty-one (121) month term) then the initial Base Rent payable by Tenant for the Suite 500 Expansion Space under this Second Amendment shall be increased by $0.57 per rentable square feet (with an initial start rate of $5.37 per rentable square foot and the Base Rent schedule set forth in Section 4.2 of this Second Amendment shall be revised to reflect such increased Base Rent for all time periods under this Lease. Such revised Base Rent schedule shall be memorialized in an amendment to this Lease to be executed by Landlord and Tenant. The Tenant Improvement Allowance and the Additional Allowance may collectively be referred to herein as the "Allowances". Notwithstanding anything above to the contrary, Tenant shall have the right, to be exercised by written notice to Landlord at any time prior to March 31, 2020, to pay to Landlord the entirety of the Additional Allowance utilized by Tenant. In the event that Tenant makes such election, then Landlord shall provide Tenant with a calculation of the Additional Allowance amount that is owed (less any reduction of the same based on the Amortization Rent component of Base Rent previously paid by Tenant (if any) ("Landlord's Cost Calculation"). Tenant shall pay the amount set forth in Landlord's Cost Calculation (provided it is not disbursed or allocated for disbursement by December 31, 2013, shall revert to in error) within ten (10) days after Tenant's receipt thereof and Landlord and Tenant shall have promptly execute an amendment which will reflect such payment of the Additional Allowance, shall include a revised Base Rent schedule to reflect that Tenant is no further rights with respect thereto.longer obligated to pay Amortization Rent, and shall confirm that no interest shall accrue on the Additional Allowance after the date of payment. ./ -/// -2-

Tenant Improvement Allowance. Commencing as Landlord agrees to provide to Tenant an allowance with respect to the Phase I Premises equal to $45.00 per square foot of January 1, 2011, Tenant shall be entitled to use net rentable area based on the number of square feet in the Phase I Premises (the “Phase I Tenant Improvement Allowance”). The Phase I Tenant Improvement Allowance may be applied by Tenant to the cost of (a) (i) all space planning, (ii) Phase I Tenant Construction Documents (as defined in Section 2 Exhibit D), (iii) contractor costs, (iv) construction management fees for Tenant’s selected construction manager, and (v) Tenant Work (collectively, the “Phase I Construction Costs”), (b) telecommunications/data costs, (c) furniture expenses and (d) relocation and moving expenses ((b), (c) and (d) being known as the “Phase I Soft Costs”). Any unused portion of the Phase I Tenant Improvement Allowance up to $15.00 per square foot of net rentable area of the Phase I Premises (the “Phase I Soft Costs Improvement Cap”) may be (i) applied as a credit to the first installment(s) of Base Rental coming due for the Phase I Premises under this Amendmentlease or (ii) at Tenant’s sole discretion, for any purposes related to Tenant’s occupancy of the costs relating Premises. If Tenant has not fully utilized the Phase I Tenant Improvement Allowance as set forth herein within twelve (12) months after the Phase I Rent Commencement Date, any remaining balance of the Phase I Tenant Improvement Allowance (up to the design Phase I Soft Costs Improvement Cap and after deducting any portion of the Phase I Tenant Improvement Allowance utilized for the Phase I Soft Costs) will be credited to the next Base Rental due hereunder, and any additional amounts not otherwise applied as hereinabove described shall be added to the Phase II Tenant Improvement Allowance. Tenant shall manage the construction of the Premises and there shall be no construction management fee paid to Landlord. Prior to commencement of construction of Tenant’s improvements or which are otherwise “to the Phase I Premises, Tenant shall furnish Landlord with an estimate of Tenant’s total Phase I Construction Costs. Landlord shall pay Tenant the Phase I Tenant Improvement Allowance items,” based on submission of an invoice by Tenant to Landlord no later than the 15th day of each month. Each invoice shall list Phase I Construction Costs which Tenant has previously paid along with copies of each paid invoice, copies of each check given in payment of such invoices, and lien waivers from each entity (interim lien waivers are permitted for interim draws and final lien waivers are required for final draw) and Landlord shall pay ninety percent (90%) of each invoice. Landlord will pay Tenant ninety percent (90%) of each received invoice by the 20th day of the following month for each Tenant invoice submitted until Landlord shall have paid to Tenant ninety percent (90%) of the full amount of the Phase I Tenant Improvement Allowance. The final ten percent (10%) of the Phase I Tenant Improvement Allowance shall be paid upon the last to occur of the following: (a) substantial completion of the improvements to the Phase I Premises as contemplated by the Phase I Construction Documents and issuance of a temporary or permanent Certificate of Occupancy with respect thereto, or (b) submission of paid invoices and final lien waivers evidencing payment in full by Tenant of all Phase I Construction Costs. Tenant shall be responsible for payment of all Phase I Construction Costs exceeding the Phase I Tenant Improvement Allowance. Alternatively to payment of the Phase I Tenant Improvement Allowance to Tenant as aforesaid, upon Tenant’s written request and express direction, Landlord shall pay such invoiced amounts directly to the appropriate vendors (up to but not in excess of five (5) such vendors per month). In the event that term is Landlord shall fail to remit to Tenant (or Tenant’s vendors, as directed by Tenant pursuant to the terms of this Exhibit C-1) the Phase I Tenant Improvement Allowance as hereinabove described, and in the further event that such failure shall continue for fifteen (15) days following Tenant’s delivery of written notice to Landlord (in addition to Tenant’s delivery of invoices and other documentation as required above), then, in addition to, and without limitation of, any other rights and remedies that Tenant may have under this lease, Tenant shall have the right to offset the cost of any Phase I Construction Costs and other permissible expenses incurred by Tenant pursuant to the terms of this Exhibit C-1 against its next due installments of Base Rental for the Phase I Premises until Tenant shall have been fully reimbursed therefor. Landlord agrees to provide to Tenant an allowance with respect to the Phase II Premises equal to $45.00 per square foot of net rentable area based on the number of square feet in the Phase II Premises (the “Phase II Tenant Improvement Allowance”). The Phase II Tenant Improvement Allowance may be applied by Tenant to the cost of (a) (i) all space planning, (ii) Phase II Tenant Construction Documents (as defined in Section 2.2.1Exhibit D-l), below (iii) contractor costs, (iv) construction management fees for Tenant’s selected construction manager, (v) Tenant Work, and (vi) Phase I Construction Costs (collectively, the “Tenant ImprovementsPhase II Construction Costs”), (b) telecommunications/data costs, (c) furniture expenses and (d) relocation and moving expenses ((b), (c) and (d) being known as the “Phase II Soft Costs”). In no event shall Landlord Any unused portion of the Phase II Tenant Improvement Allowance up to $15.00 per square foot of net rentable area of the Phase II Premises (the “Phase II Soft Costs Improvement Cap”) may be obligated (i) applied as a credit to make disbursements pursuant to the first installment(s) of Base Rental coming due for the Phase II Premises under this Tenant Work Letter lease or otherwise in connection with (ii) at Tenant’s sole discretion, for any purposes related to Tenant’s occupancy of the Premises. If Tenant has not fully utilized the Phase II Tenant Improvement Allowance as set forth herein within twelve (12) months after the Phase II Rent Commencement Date, any remaining balance of the Phase II Tenant Improvement Allowance (up to the Phase II Soft Costs Improvement Cap and after deducting any portion of the Phase II Tenant Improvement Allowance utilized for the Phase II Soft Costs) will be credited to the next Base Rental due hereunder, and any additional amounts not otherwise applied as hereinabove described shall be added to the Phase III Tenant Improvement Allowance. Tenant shall manage the construction of the Premises and there shall be no construction management fee paid to Landlord. Prior to commencement of construction of Tenant’s improvements to the Phase II Premises, Tenant Improvements or any shall furnish Landlord with an estimate of Tenant’s total Phase II Construction Costs. Landlord shall pay Tenant the Phase II Tenant Improvement Allowance Itemsbased on submission of an invoice by Tenant to Landlord no later than the 15th day of each month. Each invoice shall list Phase II Construction Costs which Tenant has previously paid along with copies of each paid invoice, copies of each check given in payment of such invoices, and lien waivers from each entity (interim lien waivers are permitted for interim draws and final lien waivers are required for final draw) and Landlord shall pay ninety percent (90%) of each such invoice. Landlord will pay Tenant ninety percent (90%) of each received invoice by the 20th day of the following month for each Tenant invoice submitted until Landlord shall have paid to Tenant ninety percent (90%) of the full amount of the Phase II Tenant Improvement Allowance. The final ten percent (10%) of the Phase II Tenant Improvement Allowance shall be paid upon the last to occur of the following: (a) substantial completion of the improvements to the Phase II Premises as contemplated by the Phase II Construction Documents and issuance of a temporary or permanent Certificate of Occupancy with respect thereto, or (b) submission of paid invoices and final lien waivers evidencing payment in full by Tenant of all Phase II Construction Costs. Tenant shall be responsible for payment of all Phase II Construction Costs exceeding the Phase II Tenant Improvement Allowance. Alternatively to payment of the Phase II Tenant Improvement Allowance to Tenant as aforesaid, upon Tenant’s written request and express direction, Landlord shall pay such invoiced amounts directly to the appropriate vendors (up to but not in excess of five (5) such vendors per month). In the event that Landlord shall fail to remit to Tenant (or Tenant’s vendors, as defined belowdirected by Tenant pursuant to the terms of this Exhibit C-2) the Phase II Tenant Improvement Allowance as hereinabove described, and in the further event that such failure shall continue for fifteen (15) days following Tenant’s delivery of written notice to Landlord (in addition to Tenant’s delivery of invoices and other documentation as required above), then, in a total amount which exceeds addition to, and without limitation of, any other rights and remedies that Tenant may have under this lease, Tenant shall have the right to offset the cost of any Phase II Construction Costs and other permissible expenses incurred by Tenant pursuant to the terms of this Exhibit C-2 against its next due installments of Base Rental for the Phase II Premises until Tenant shall have been fully reimbursed therefor. Landlord agrees to provide to Tenant an allowance with respect to the Phase III Premises (the “Phase III Tenant Improvement Allowance”) equal to the sum of the following: $45.00 per square foot of net rentable area based on the number of square feet in the Phase III Premises times a fraction, the numerator of which is the number of full calendar months remaining in the Term after the Phase III Commencement Date and the denominator of which is 180 (the “Phase III Proration”). The Phase III Tenant Improvement Allowance may be applied by Tenant to the cost of (a) (i) all space planning, (ii) Phase III Tenant Construction Documents (as defined in Exhibit D-2), (iii) contractor costs, (iv) construction management fees for Tenant’s selected construction manager, (v) Tenant Work, (vi) Phase I Construction Costs, and (vii) Phase II Construction Costs (collectively, the “Phase III Construction Costs”), (b) telecommunications/ data costs, (c) furniture expenses and (d) relocation and moving expenses ((b), (c) and (d) being known as the “Phase III Soft Costs”). Any unused portion of the Phase III Tenant Improvement Allowance up to $15.00 per square foot of net rentable area of the Phase III Premises (the “Phase III Soft Costs Improvement Cap”) may be (i) applied as a credit to the first installment(s) of Base Rental coming due for the Phase III Premises under this lease or (ii) at Tenant’s sole discretion, for any purposes related to Tenant’s occupancy of the Premises. If Tenant has not fully utilized the Phase III Tenant Improvement Allowance as set forth herein within twelve (12) months after the Phase III Rent Commencement Date, any remaining balance of the Phase III Tenant Improvement Allowance (up to the Phase III Soft Costs Improvement Cap and after deducting any portion of the Phase III Tenant Improvement Allowance utilized for the Phase III Soft Costs) will be credited to the next Base Rental due hereunder. Tenant shall manage the construction of the Premises and there shall be no construction management fee paid to Landlord. Prior to commencement of construction of Tenant’s improvements to the Phase III Premises, Tenant shall furnish Landlord with an estimate of Tenant’s total Phase III Construction Costs. Landlord shall pay Tenant the Phase III Tenant Improvement Allowance based on submission of an invoice by Tenant to Landlord no later than the 15th day of each month. Each invoice shall list Phase III Construction Costs which Tenant has previously paid along with copies of each paid invoice, copies of each check given in payment of such invoices, and lien waivers from each entity (interim lien waivers are permitted for interim draws and final lien waivers are required for final draw) and Landlord shall pay ninety percent (90%) of each such invoice. Landlord will pay Tenant ninety percent (90%) of each received invoice by the 20th day of the following month for each Tenant invoice submitted until Landlord shall have paid to Tenant ninety percent (90%) of the full amount of the Phase II Tenant Improvement Allowance. All Tenant Improvements for which The final ten percent (10%) of the Phase III Tenant Improvement Allowance has been made available shall be deemed Landlordpaid upon the last to occur of the following: (a) substantial completion of the improvements to the Phase III Premises as contemplated by the Phase III Construction Documents and issuance of a temporary or permanent Certificate of Occupancy with respect thereto, or (b) submission of paid invoices and final lien waivers evidencing payment in full by Tenant of all Phase III Construction Costs. Tenant shall be responsible for payment of all Phase III Construction Costs exceeding the Phase III Tenant Improvement Allowance. Alternatively to payment of the Phase III Tenant Improvement Allowance to Tenant as aforesaid, upon Tenant’s property under written request and express direction, Landlord shall pay such invoiced amounts directly to the appropriate vendors (up to but not in excess of five (5) such vendors per month). In the event that Landlord shall fail to remit to Tenant (or Tenant’s vendors, as directed by Tenant pursuant to the terms of this Exhibit C-3) the Lease; providedPhase III Tenant Improvement Allowance as hereinabove described, however, Landlord may, by and in the further event that such failure shall continue for fifteen (15) days following Tenant’s delivery of written notice to Tenant given concurrently with Landlord’s approval of the “Final Working Drawings”, as that term is defined Landlord (in Section 3.3, below, require Tenant, prior addition to the end of the Lease Term or promptly following any earlier termination of this Lease, at Tenant’s expensedelivery of invoices and other documentation as required above), to remove any Tenant Improvements then, in addition to, 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 Leasewithout limitation of, any other rights and remedies that Tenant Improvements constructed pursuant to may have under this Tenant Work Letter (includinglease, 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 theretothe right to offset the cost of any Phase III Construction Costs and other permissible expenses incurred by Tenant pursuant to the terms of this Exhibit C-3 against its next due installments of Base Rental for the Phase III Premises until Tenant shall have been fully reimbursed therefor.

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 "TENANT IMPROVEMENT ALLOWANCE") in Section 2 the amount of this Amendment, $100.00 per rentable square foot of the Premises 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, the Tenant Improvement Allowance items,” shall also include an additional $5,000.00 relating to Tenant's construction of the trash enclosure which Landlord has elected not to construct as that term is defined part of the Base and Shell. Except as otherwise expressly provided herein, 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, as the same may be increased by the "TIA Increase" pursuant to SECTION 2.2.2.1 of this Tenant Work Letter. All Tenant Improvements for which the Tenant Improvement Allowance has been made available (except for Tenant's trade fixtures and equipment, which shall remain Tenant's property) shall be deemed Landlord’s 's property under the terms TCCs of the Lease; provided. Landlord acknowledges that the Tenant Improvement Allowance, howevertogether with the TIA Increase, Landlord may, by written notice shall be available 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 pursuant to the end TCCs 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 Letter, during all phases of its initial Tenant Improvement work in the Premises which may take up to three (including3) years to complete, without limitation, Larc improvements) which constitute standard, non-extraordinary improvements for ordinary office, laboratory and/or Larc uses in biotech facilities. Any and to the extent any portion of the such Tenant Improvement Allowance that is not disbursed or allocated (including any TIA Increase elected pursuant to SECTION 2.2.2 hereinbelow) remains following completion of all such Tenant Improvements, the same shall be available to Tenant during the first eight (8) years of the initial Lease Term for disbursement by December 31, 2013, shall revert the construction of Alterations pursuant to Landlord and Tenant shall have no further rights with respect theretothe TCCs of ARTICLE 8 of the Lease.

Tenant Improvement Allowance. Commencing as (a) Landlord agrees to contribute the sum 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 $43,720.00 per year (collectively, the “Tenant ImprovementsExtended Term Allowance”) for each year during the Extended Term (i.e. each 12 month period from September 1 through August 31 during the Extended Term) toward Tenant’s cost of performing Alterations in the Premises in accordance with the terms and conditions of Section 7.3 of the Lease (the “Extended Term Alterations”). In The first annual increment of the Extended Term Allowance shall be available to Tenant, on and after September 1, 2004, and each subsequent annual increment of the Extended Term Allowance shall be available to Tenant on and after each September 1 thereafter through August 31, 2014. If Tenant does not submit a request for full payment of any annual increment of the Extended Term Allowance to Landlord for any year in which such annual increment of the Extended Term Allowance is available, such unused amount shall be added to the increment of the Extended Term Allowance available to Tenant during the subsequent years. Any portion of the Extended Term Allowance that is not claimed by Tenant prior to August 31, 2014, shall accrue to the sole benefit of Landlord, and Tenant shall not be entitled to any credit, abatement or other concession in connection therewith. The Extended Term Allowance may only be used for hard and/or soft costs in connection with the Extended Term Alterations; and in no event shall Landlord the Extended Term Allowance be obligated to make disbursements pursuant to this used for the purchase of equipment, furniture or other items of personal property of Tenant. Tenant Work Letter or otherwise in connection with shall be responsible for all elements of the design of Tenant’s construction of plans for 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 Extended 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 Alterations (including, without limitation, Larc improvementscompliance with law, functionality of design and the structural integrity of the design), and Landlord’s approval of Tenant’s plans therefor shall in no event relieve Tenant of the responsibility for such design. (b) which constitute standardThe Extended Term Allowance shall be paid to Tenant or, non-extraordinary improvements for ordinary officeat Landlord’s option, laboratory and/or Larc uses to the order of the contractor that performed the applicable Extended Term Alterations, within thirty (30) days following receipt by Landlord of receipted bills or invoices covering all labor and materials expended and used in biotech facilitiessuch Extended Term Alterations. Any Notwithstanding anything herein to the contrary, Landlord shall not be obligated to disburse any portion of the Extended-Term Allowance during the continuance of a default by Tenant Improvement Allowance that under the Lease (beyond the expiration of all applicable cure and notice periods), and Landlord’s obligation to disburse shall only resume when and if such default is not disbursed or allocated for disbursement by December 31, 2013, shall revert to cured. Landlord and Tenant acknowledge that all Extended Term Alterations shall, without compensation or credit to Tenant, become part of the Premises and the property of Landlord at the time of their installation and shall have no further rights remain in the Premises, unless, at the time of Landlord’s consent to the applicable Extended Term Alterations, Landlord notified Tenant in writing that Landlord would require removal of such Extended Term Alterations from the Premises upon the expiration or earlier termination of the Lease. Landlord shall not be entitled to receive (or deduct from the Extended Term Allowance) any construction management fee or oversight fee in connection with respect theretoany Extended Term Alterations, Notwithstanding the foregoing, Landlord and Tenant agree that if the property management company (currently Wareham Property Group) provides construction management or administrative services in connection with any Extended Term Alterations, such property management company shall be entitled to a construction management or administration fee in connection with any Extended Term Alterations in accordance with the schedule contained on Exhibit D attached hereto.

Tenant Improvement Allowance. Commencing as of January 1As an inducement for Tenant to enter into and faithfully perform under this Lease, 2011, Tenant Landlord shall be entitled to use pay an allowance (the “Tenant Improvement Allowance”, as defined in Section 2 of this Amendment, for the costs relating ) equal to the design and construction of Tenant’s improvements or which are otherwise “$130,440.00. The Tenant Improvement Allowance items,” shall be used by Tenant as that term is defined set forth in Section 2.2.1, below (collectively, the “Tenant Improvements”)12.2.17 of Exhibit C attached here and made a part hereof. 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 The Tenant Improvement Allowance Items, shall be payable directly to Tenant within thirty (30) days of submission to Landlord of (i) invoices from Tenant’s contractor(s) performing such work; (ii) lien waivers from Tenant’s contractors indicating payment for all services and materials relating to such improvements and to the Premises; and (iii) such other documents as defined below, in a total amount which exceeds the sum of Landlord may reasonably request. Tenant shall not be permitted to submit more than one (1) such request per calendar month for reimbursement from 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 which remains unused by Tenant as of the date that is not disbursed or allocated one hundred and twenty (120) days after the issuance of a Certificate of Occupancy for disbursement by December 31, 2013the Premises, shall revert to be deemed waived by Tenant and Landlord and Tenant shall have no further rights obligation with respect thereto. In the event Landlord fails or is unable to pay the Tenant Improvement Allowance, or any portion thereof, to Tenant as set forth in Exhibit C, Tenant shall have the right to apply the amount of such portion of the Tenant Improvement Allowance against the next installment of Basic Rent due under the Lease; provided, however, in the event there exists a dispute between Landlord and Tenant with respect to any request for reimbursement as described herein, Tenant shall not be permitted to apply any such amounts against any Rent or other charges due under this Lease until the dispute is resolved.

Tenant Improvement Allowance. Commencing as of January 1Landlord shall provide Tenant with the Allowance set forth in Section 1(I) for Tenant’s permanent building improvements, 2011additions and alterations, excepting movable furniture and trade fixtures (collectively “TI”) over and above the standard Exhibit “C” improvements. The Allowance (or portion thereof) shall be conditioned upon the following: (I) At Tenant’s sole cost and expense, Tenant shall use Landlord’s architect or a licensed architect to generate a biddable, permittable set of architectural (and food service, if applicable) plans within fourteen (14) days after the Effective Date. (II) If Tenant elects to release such plans for bidding by contractors, Landlord shall have the right, but not the obligation, to (a) review and approve the bids from and qualifications of such outside contractors to ensure consistency in scope and quality of work. (III) TI shall be entitled paid as follows: (a) If Landlord’s contractor (“Contractor”) performs the TI construction work, Contractor shall be paid pursuant to use Contractor’s construction contract with Tenant. Landlord shall make such payment to Contractor only upon full payment by Tenant of the “Tenant Improvement difference, if any, between the total TI construction contract amount and the Allowance”. (b) If an outside contractor performs the TI construction work, as defined then TI will be paid upon the completion and/or Landlord’s receipt of the following: (i) Landlord’s inspection and approval of TI work, including (if applicable) a written certification from Landlord’s original roofing contractor stating that all roof penetrations have been properly sealed and the roof warranty shall continue in Section 2 full force and effect; (ii) Copies of this Amendment, for all paid invoices. (iii) Recorded copy of the costs notice of completion relating to the design and construction of Tenant’s improvements or which improvements; (iv) Written evidence from a bona fide title company that no liens are otherwise “Tenant Improvement Allowance items,” as of record subsequent to the mechanic’s lien filing deadline; (v) Notarized unconditional final lien waiver in recordable form for work completed; and (vi) Copies of certificates of occupancy, final sanitation district inspection certificate, permits and/or clearances required by all governing agencies, and written proof that term is defined in Section 2.2.1, below (collectively, the “Tenant Improvements”). In no event shall Landlord be obligated all fees relating to make disbursements pursuant to this Tenant Work Letter or otherwise in connection with Tenant’s construction work have been paid by Tenant. (c) Notwithstanding the above, TI shall only be paid if Tenant is open for business and not in default under this Lease. (d) Tenant shall use the Allowance (or portion thereof) solely for the construction of TI. Landlord makes no representation or warranty that the Allowance will be sufficient to complete the construction of TI. Tenant Improvements or any Tenant Improvement Allowance Items, as defined below, in a total amount which shall pay for all costs to construct TI to the extent the construction cost exceeds the sum of the Tenant Improvement Allowance. All Tenant Improvements for which To the Tenant Improvement Allowance has been made available extent the cost of TI is less than the Allowance, that amount 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 of January 1, 2011, Tenant shall be entitled Lessor agrees to use the provide a “Tenant Improvement Allowance”, as defined in Section 2 ” of this Amendment, up to $50.00 per RSF of the Leased Premises for 141,784 RSF. The aforementioned Tenant Improvement Allowance shall be spent only on permanent improvements to the Leased Premises based upon mutually approved plans and specifications for the costs relating to the design and construction of Tenant’s improvements or which are otherwise Tenant Work. The “Tenant Improvement Allowance items,Costs” as that term is defined in Section 2.2.1used herein, below shall consist of all direct and indirect costs associated with the Tenant Work, including: (collectivelyi) design, including, without limitation, the cost of preparing the plans and specifications and submittals, permitting, demolition and preparation work, (ii) “hard” and “soft” construction costs, including, without limitation, all amounts payable to the general contractor under Lessee’s contract with its general contractor, including sales tax and other taxes, (iii) the cost of any changes to the plans and specifications required by Lessor or any applicable governmental authority, and (iv) all inspection and approval fees. Any and all Tenant ImprovementsImprovement Costs in excess of the Tenant Improvement Allowance shall be Lessee’s responsibility and, if performed or paid for by Lessor, shall be paid upon demand to Lessor. To the extent used by Lessee, Base Rent shall be repaid to Lessor as follows: beginning on January 1, 2018 and continuing until the last day of the Extended Term (the “Amortization Period”), Base Rent shall be increased by an amount necessary to repay (x) with respect to the first HomeStreet Bank / USLLC Twenty-First Amendment to Lease $20/RSF of the Leased Premises of the total Tenant Improvement Allowance, amortized over the Amortization Period on a straight-line (i.e., at 0% interest), and (y) with respect to the remainder of the total Tenant Improvement Allowance, amortized over the Amortization Period with interest at eight percent (8%) interest. In no event Lessee shall Landlord notify Lessor on or before December 31, 2017 how much of the Tenant Improvement Allowance Lessee has elected to receive from Lessor. Such election shall be obligated to make disbursements final and binding on Lessee and may not thereafter be modified without Lessor’s consent. Within a reasonable period after final completion of the Tenant Work, Lessor shall determine the total Tenant Improvement Allowance received by Lessee, shall calculate the increased Base Rent payable by Lessee pursuant to this Tenant Work Letter or otherwise Section 6(c), and shall provide written notice thereof to Lessee. Notwithstanding anything to the contrary elsewhere in connection with Tenant’s construction the Lease, except as set forth in Section 9 below, the additional Base Rent reflecting repayment to Lessor of the Tenant Improvements or any Tenant Improvement Allowance Items, as defined belowdescribed herein shall not xxxxx in the event of any event or occurrence permitting Lessee to otherwise xxxxx any Rent payable under the Lease. Furthermore, in a total amount which exceeds the sum event the Lease terminates for any reason prior to the scheduled expiration date of the Extended Term, Lessee shall be required to pay to Lessor at the time of early termination the unrepaid 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 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 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 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 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 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 31February 28, 20132020, shall revert to Landlord and Tenant shall have no further rights with respect thereto.

Tenant Improvement Allowance. Commencing as of January 1Lessee, 2011at its sole cost and expense, will construct any desired improvements to the Premises for Lessee’s occupation and use (each a “Tenant shall Improvement” and collectively the “Tenant Improvements”), but Lessee will be entitled to use reimbursement by Lessor in the “form of a Tenant Improvement Allowance”. Lessee may not make or cause to be made any Tenant Improvements without obtaining Lessor’s prior written consent, which consent may not be unreasonably withheld. Lessor retains the right, as defined in Section 2 a condition to any consent granted under this Section, to place conditions on its consent such as, but not limited to, requiring that any Tenant Improvements be constructed by Lessor’s pre-approved contractors, requiring that Lessee post sufficient security to assure completion of the Tenant Improvement beyond the Lessor’s Tenant Improvement Allowance, and conditions relating to insurance required to be carried by Lessee’s contractors. Subject to the terms and conditions of this Second Amendment, Lessee is solely responsible for all costs associated with any Tenant Improvements, and once any Tenant Improvements are commenced, Lessee must diligently and continuously pursue their completion. All Tenant Improvements must be performed in a good and workmanlike manner and in compliance with all laws, rules, ordinances, and regulations (now or hereafter in effect) of all governmental agencies and authorities. Further, Lessee shall comply with and shall cause its contractors to comply with the Construction Rules and Regulations attached hereto as Exhibit “K” and incorporated herein by this reference. Subject to Lessor’s prior approval, which approval shall not be unreasonably withheld, conditioned, or delayed, with respect to architectural and construction work to be performed at the Premises, Lessee shall have the right to undertake both “building standard” and “non-building standard” improvements. Lessee acknowledges and agrees that any review by Lessor of Lessee’s plans and specifications and/or right of approval exercised by Lessor with respect to Lessee’s architect and/or contractor is for Lessor’s benefit only and Lessor shall not, by virtue of such review or right of approval, be deemed to make any representation, warranty or acknowledgment to Lessee or to any other person or entity as to the adequacy of Lessee’s plans and specifications or as to the ability, capability or reputation of Lessee’s architect and/or contractor. Commencing on (i) the Effective Date and continuing through the last day of the twelfth calendar month thereafter (the “First Improvement Period”), Lessor shall reimburse Lessee for the costs relating cost to construct any Tenant Improvements in the design Premises (i.e., the Original Premises and/or the First Expansion Premises) commenced during the foregoing period, in cash in an amount equal to $35.00 per square foot of Rentable Area of the Original Premises and construction the First Expansion Premises, and (ii) the Second Expansion Premises Commencement Date and continuing through the last day of Tenant’s improvements or which are otherwise the twelfth calendar month thereafter (the “Second Improvement Period”), Lessor shall reimburse Lessee for the cost to construct any Tenant Improvement Allowance items,” as that term is defined Improvements in Section 2.2.1the Premises (i.e., below the Original Premises, the First Expansion Premises, and/or the Second Expansion Premises) completed during the foregoing period in cash in an amount equal to $35.00 per square foot of Rentable Area of the Second Expansion Premises ($35.00 x 10,000) for a total of $350,000.00 (collectively, the “Tenant ImprovementsImprovement Allowance” and each disbursement of the Tenant Improvement Allowance shall be hereinafter referred to as an “Allowance Installment”). Notwithstanding anything set forth herein to the contrary, not more than $12.00 out of the $35.00 per square foot allotment shall be used to pay the cost of Lessee’s personal property, such as, furniture, fixtures and equipment (the “Allotment Restriction”). In no event other words, $23.00 out of the $35.00 per rentable square foot allotment must be applied towards the cost of designing and constructing the Tenant Improvements. Tenant Improvements shall Landlord include but are not limited to space planning costs, design and architectural fees, engineering costs, signage costs, the cost of permits, general costs, and costs to install telecom, back-up power, and cabling. Lessee shall only be obligated entitled to make disbursements pursuant payment by Lessor of an Allowance Installment if and when each and every one of the following five (5) conditions (collectively, the “Allowance Conditions”) are fully satisfied with respect to this those Tenant Work Letter Improvements that Lessee is seeking reimbursement for: (i) Lessee is not in default or otherwise breach in any material manner under the Lease; (ii) Lessee has provided Lessor with a written request for the applicable Allowance Installment; (iii) Lessee has provided Lessor with proof of expenditures for the amount to be reimbursed under the applicable Allowance Installment; (iv) the proof of expenditure show that Lessee is in compliance with the Allotment Restriction; and (v) Lessee has provided Lessor with full and final unconditional lien waivers from each and every one of Lessee’s contractors and subcontractors and suppliers who furnished labor and/or materials in connection with Tenant’s construction the performance of the applicable Tenant Improvements or any Tenant Improvement Allowance Items, as defined below, in a total amount which exceeds the sum Improvements. If and when each and every one of the Tenant Improvement Allowance. All Tenant Improvements for which the Tenant Improvement Allowance Conditions has been made available shall fully satisfied, Lessor will disburse to Lessee the requested Allowance Installment within fifteen (15) business days thereafter. Lessee will only 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 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 for which Lessee has provided proof of expenditures and any of Lessee’s expenditures in excess of the Tenant Improvement Allowance and/or in excess of the Allotment Restriction will be at Lessee’s sole cost and expense. Lessor shall not charge Lessee a supervision or management fee in connection with Lessee’s construction of the Tenant Improvements. Lessee may request (and Lessor agrees to do so) that Lessor apply any unused portion of the Tenant Improvement Allowance (i.e., that portion of the Tenant Improvement Allowance not applied towards the cost of Tenant Improvements during the respective time period) towards the next payment(s) of Rent due under the Lease until the applicable Tenant Improvement Allowance is used in full. Notwithstanding anything to the contrary, the parties acknowledge that related to the (vacant shell) ground floor area of Ferry II Building consisting of approximately 8,434 square feet of Rentable Area, no HVAC equipment is currently installed to service this area. Lessor shall be responsible for the payment of installing standard HVAC equipment adequate to accommodate building standard office load in this area in an amount up to and not disbursed to exceed Ten and 00/100 Dollars ($10.00) per square foot of Rentable Area. Notwithstanding anything set forth herein to the contrary, the Tenant Improvement Allowance with respect to the Second Expansion Premises only shall be reduced on a dollar-per-dollar basis in the amount of the actual costs, fees, and expenses incurred by Lessor to enter into lease terminations and to relocate the tenants who currently occupy the Second Expansion Premises. Lessee acknowledges that the relocation costs for individual tenants may vary depending on the specific demands of such tenant. For example, the aggregate cost to relocate one tenant may equal $10.00 per square foot, whereas, the aggregate cost to relocate another tenant may equal $20.00 per square foot. Accordingly, Lessee and Lessor agree that there shall be no per square foot cap on the cost to relocate such tenants. Rather, the actual costs, fees, and expenses incurred by Lessor to enter into lease terminations and to relocate the tenants who currently occupy the Second Expansion Premises shall be pooled together to create a single figure, such figure being hereinafter referred to as Lessor’s “Relocation Costs”. Notwithstanding the foregoing, in the event Lessor successfully enters into a lease termination with a third-party tenant that occupies a portion of the Second Expansion Premises, but then subsequently benefits by placing such third-party tenant into one of Lessor’s other properties and such third-party tenant executes a lease (or allocated amendment to an existing lease) affirmatively agreeing to occupy the replacement space for disbursement three (3) or more years (or extending its existing term for three (3) or more years), any costs related to such third-party tenant shall be expressly excluded from Lessor’s Relocation Costs. Further, notwithstanding anything set forth herein to the contrary, in no event shall Lessee’s share of the Relocation Costs exceed, and the Tenant Improvement for the Second Expansion Premises be reduced by December 31more than, 2013Two Hundred Fifty Thousand and 00/00 Dollars ($250,000.00). By way of illustration, per Section 19, above, Lessee has the right to be reimbursed an amount up to $35.00 per square foot of Rentable Area of the Second Expansion Premises ($35.00 x 10,000 RSF) for a total of $350,000.00 for Tenant Improvements to the Premises performed during the Second Improvement Period. In the event that the Relocation Costs incurred by Lessor equal Two Hundred Thousand and 00/100 Dollars ($200,000.00), the Tenant Improvement Allowance for the Second Improvement Period shall revert be proportionately reduced to Landlord One Hundred Fifty Thousand and 00/100 Dollars ($150,000.00). Alternatively, in the event that the Relocation Costs incurred by Lessor equal Four Hundred Thousand and 00/100 Dollars ($400,000.00), the Tenant Improvement Allowance for the Second Improvement Period shall be reduced proportionately to One Hundred Thousand Dollars ($100,000.00) and Lessor shall bear the loss of the remaining balance in the amount One Hundred Fifty Thousand and 00/100 Dollars ($150,000.00). As a part of the Tenant Improvements to be constructed by Lessee pursuant to this Second Amendment, Lessee shall have no further rights the right to place a film on the windows of the First Expansion Premises which would minimize the ability to view the interior of the First Expansion Premises from the exterior of the Project; provided, however, Lessee must obtain Lessor’s prior written consent with respect theretoto the grade of shading of the film.

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 "TENANT IMPROVEMENT ALLOWANCE") in Section 2 the amount of this Amendment, $35.00 per usable square foot of the Premises for the costs relating to the initial design and construction of Tenant’s improvements or 's improvements, including the Landlord Work, 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”"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 Tenant Improvement Allowance. In the event the cost of the Tenant Improvement Allowance Items is less than the total Tenant Improvement Allowance, Tenant shall be entitled to use up to One Dollar ($1.00) per usable square foot of the Premises of such unused portion of the Tenant Improvement Allowance to reimburse Tenant for costs incurred by Tenant in connection with moving its personal property to the Premises and fifty percent (50%) of any remaining unused portion of the Tenant Improvement Allowance shall be applied as a credit against Tenant's first obligations to pay Base Rent for the Premises under the Lease, up to a maximum such credit of One Dollar ($1.00) per usable square foot of the Premises. Tenant shall not be entitled to any credit for any unused portion of the Tenant Improvement Allowance to the extent such unused portion exceeds the One Dollar ($1.00) per usable square foot of the Premises for moving costs and the One Dollar ($1.00) per usable square foot of the Premises for a Base Rent credit as provided 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 Section 8.5 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 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 Amendmentthe Summary (or, with respect to the Must-Take Space, an amount equal to $12,256,860.00 (i.e., an amount equal to $105.00 per rentable square foot of the Must-Take Space)) for the costs relating to the design initial design, permitting, and construction of Tenant’s improvements or improvements, which are otherwise permanently affixed to the Premises (the “Tenant Improvement Allowance itemsImprovements”). In addition, Landlord shall contribute an amount not to exceed $15,000.00 (the “Landlord’s Drawing Contribution”) toward the cost of one (1) preliminary space plan to be prepared by “Architect,” as that term is defined in Section 2.2.13.1, below (collectivelyor, at Tenant’s option, by Tenant’s in-house design staff), and no portion of the “Landlord’s Drawing Contribution, if any, remaining after the completion of the Tenant Improvements”)Improvements shall be payable to or available for use by Tenant. In Tenant shall provide an electronic copy of such preliminary space plan to Landlord promptly following completion of the same. Except as otherwise expressly set forth in this Tenant 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 Tenant Improvement Allowance, the Landlord’s Drawing Contribution, and the Lobby Improvement Allowance (defined in Section 2.4 below). In the event that the Tenant Improvement AllowanceAllowance is not fully utilized by Tenant on or before the date that occurs twenty-four (24) months following the Lease Commencement Date (or Must-Take Commencement Date, as applicable), then such unused amounts shall revert to Landlord, and Tenant shall have no further rights with respect thereto; provided, however, such twenty-four (24) month period shall be extended to the extent of any Tenant Force Majeure Delay and any Landlord Delay. 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 imposed by Landlord generally on all Building occupants, 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 maythat, notwithstanding the foregoing, upon request by written notice to Tenant given concurrently with at the time of Tenant’s request for Landlord’s approval of the “Final Working Drawings”, ,” as that said term is defined in Section 3.33.3 of this Tenant Work Letter, below, require Tenant, prior Landlord shall notify Tenant whether any element of the Tenant Improvements reflected in such Construction Drawings constitutes a Specialty Alteration which will be required to be removed at the end of the Lease Term or promptly following upon any earlier termination of this LeaseLease and in connection therewith, 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 Specialty Alterations; provided, however, that if Landlord shall not require Tenant fails 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, so designate 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 31Improvements as a Specialty Alteration to be removed, 2013, shall revert to Landlord and Tenant shall will have no further rights obligation to remove such improvements. Notwithstanding the foregoing, if, as part of the Tenant Improvements, Tenant proposes to install a “kitchenette” (defined below) which has a size of less than 800 rentable square feet, said breakroom will not be deemed a Specialty Alteration. As used in this Lease, the term “kitchenette” shall mean a small service kitchen with respect thereto.a sink, dishwasher and refrigerator, but not a stove, oven or other cooking appliances (excluding microwaves, toasters and other moveable countertop appliances). EXHIBIT B -4- 000 XXXXXXXX XXXXXX [Airbnb, Inc.]

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”, as defined 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 December 31, 2017 (the "TI Allowance Period") 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 Article 8 (the "Tenant Improvements"). Any costs relating to incurred by Tenant in excess of 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 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 $7,587.40) 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 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 amounts paid, in compliance with California Civil Code Sections 8132, 8134, 8136 and 8138; (b) Tenant's contractor’s property under the terms last application and certificate for payment (AIA form G702 1992 or equivalent) signed by Tenant's architect/space planner; (c) a breakdown sheet (AIA form G703 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) 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 architect/space planner for architectural drawings, and from Tenant's contractor for all other trades; (h) air balance reports; (i) excess energy use calculations; (j) one year warranty letters from Tenant’s expense, to remove any 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 are performed prior to the Lease Commencement Date or allocated for disbursement by December 31after 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. Notwithstanding the foregoing, at any time during the TI Allowance Period, Tenant shall have the right, subject to the terms of this Section 8.6 and upon not less than thirty (30) days' notice to Landlord, to elect to use any unused amount of the Tenant Improvement Allowance (but in no event an amount in excess of $5.00 per rentable square foot of the Premises) as a credit against the monthly Base Rent otherwise due pursuant to this Lease.

Tenant Improvement Allowance. Commencing as of January 1(a) Landlord shall construct, 2011install, Tenant shall be entitled and pay an amount not to use the “exceed $65,580 for standard tenant improvements ("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 2.2.1, below shall be used for the preparation by Landlord's architect and/or space planner for plans and working drawings for the tenant improvements described on Exhibit "B" attached hereto and incorporated herein by reference (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 ") and for construction of the Tenant Improvements or any Tenant Improvement Allowance Items, as defined below, in by a total amount which exceeds the sum general contractor mutually acceptable to Landlord and Tenant. No portion of the Tenant Improvement AllowanceAllowance may be used for furnishings and/or trade fixtures or any item that may be removable by Tenant upon the expiration of the term of the Lease. All Landlord shall deliver to Tenant Improvements for which cost estimates of any proposed Tenant Improvements. If Tenant has not objected to such cost estimates within ten (10) days of receipt of such cost estimates, such cost estimates shall be deemed approved. In the event that Tenant approves or is deemed to have approved a cost estimate in an amount less than the Tenant Improvement Allowance has been made available Allowance, Tenant shall not be deemed Landlord’s property under entitled to any credit or reduction in Basic Rent. If Tenant disapproves the terms of estimate Landlord shall not proceed with the Lease; providedTenant Improvements, however, but Landlord may, by written notice and Tenant shall thereafter cooperate to Tenant given concurrently with Landlord’s approval of amend 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 plans and to repair any damage to specifications for the Premises as necessary to obtain Tenant's approval for the costs thereof. (b) Landlord shall construct, install, and Building caused pay for the cost of non-standard tenant improvements (included in Exhibit "B" attached hereto and incorporated herein by such removal and return the affected portion reference) up to an amount of the Premises to a Building standard general office condition$140,000 ("Additional Cost"); provided, however, that Tenant shall reimburse Landlord shall not require Tenant for such Additional Cost, in equal monthly installments, by an amount sufficient to remove upon termination or expiration of this Lease, or condition its approval upon Tenant’s agreement return 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 Landlord the Additional Cost amortized over the remaining term of the Lease and interest on the outstanding principal balance of the Additional Cost at 11-1/2% per year. (By way of example only, if the Additional Cost is $100,000 and the remaining term of the Lease is thirty-six (36) months, the monthly installments for the Additional Cost owed 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 with respect theretowould be $3,297.

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 Landlord shall provide Tenant with a one-time allowance (the "Tenant Improvement Allowance") equal to Sixty Dollars ($60.00) per rentable square foot of the Premises. The Tenant Improvement Allowance shall be applied by Landlord exclusively against the out of pocket costs incurred by Landlord for (i) the Hard Costs to construct the Tenant Improvement Work, (ii) costs incurred by Landlord on Tenant’s behalf yet defined as Tenant responsibility under the Tenant Fit-Out Criteria in Exhibit "E-2", (iii) the preparation of January 1required space planning, 2011architectural and/or engineering documents respecting the Tenant Improvement Work, including costs incurred to design the Premises and to prepare and revise (A) the Preliminary Plans and the Approved Preliminary Plans, and (B) the Preliminary Construction Documents and the Construction Documents, (iv) the fabrication and installation of Tenant’s signage, and (v) obtaining required state and local permits and approvals respecting the Tenant Improvement Work. The Tenant Improvement Allowance shall not be applied against the cost of Tenant's furniture, equipment, moving expenses or consultant fees, and Tenant shall have no right to credit the Tenant Improvement Allowance against Rent. Tenant shall reimburse Landlord for all costs incurred by Landlord with respect to the Tenant's Improvement Work in excess of the Tenant Improvement Allowance within ten (10) days after receiving Landlord's invoice therefor. In the event this lease terminates prior to the natural expiration of the Term, Tenant shall be entitled immediately repay to use Landlord 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 unamortized portion of the Tenant Improvement Allowance. All Tenant Improvements for which the Any excess 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 remaining after substantial completion of the Tenant Improvement Allowance that is not disbursed or allocated for disbursement by December 31Work and the payment of all applicable sums pursuant to this Section 29 may, 2013at Tenant's election, shall revert to Landlord and Tenant shall have no further rights with respect theretobe applied against the next due installments of Rent.

Tenant Improvement Allowance. Commencing as of Landlord shall make up to One Hundred Sixty Thousand Six Hundred Eighty Dollars ($160,680) (the "Fourth Amendment Tenant Improvement Allowance") available to Tenant after January 1, 20112002 but before October 1, 2003 to reimburse Tenant for actual out-of-pocket costs paid to third parties for designing and constructing tenant improvements to the Premises pursuant to plans reasonably approved by Landlord and otherwise subject to the provisions of Section 14. Landlord shall be entitled to use pay the “Fourth Amendment Tenant Improvement Allowance within thirty (30) days of invoice submitted after the improvements have been inspected and accepted by Tenant (less minor punch list items). Landlord may require lien releases as a condition of payment. Tenant confirms that Landlord's obligations under any previous tenant improvement allowances have been satisfied. If Tenant utilizes the entire Fourth Amendment Tenant Improvement Allowance”, Landlord shall make available to Tenant after January 1, 2002 but before October 1, 2003 up to an additional Two Hundred Seventy-Five Thousand Dollars ($275,000) 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 “a supplemental 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 "Fourth Amendment Supplemental Tenant Improvement Allowance ItemsAllowance") to be expended for the same purposes, subject to the same approvals, and with the same disbursement provisions as defined below, in a total amount which exceeds the sum of the Fourth Amendment Tenant Improvement Allowance. All If Tenant Improvements for which utilizes all or some of the Fourth Amendment Supplemental Tenant Improvement Allowance, then commencing with the first payment of Base Monthly Rent due after payment of the Fourth Amendment Supplemental Tenant Improvement Allowance, Tenant shall pay monthly, as additional Base Monthly Rent, an amount sufficient to amortize the Fourth Amendment Supplemental Tenant Improvement Allowance has been made available on an equal payments basis over the then remaining term of this Lease (excluding any renewal terms) with interest at ten percent (10%) per annum (which payments shall be deemed Landlord’s property under the terms include amortization of the Lease; provided, however, Landlord may, by written notice to Tenant given concurrently with Landlord’s approval interest accrued from date of the “Final Working Drawings”, as that term is defined in Section 3.3, below, require Tenant, prior disbursement 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 theretofirst amortization payment).

Tenant Improvement Allowance. Commencing as of January 1, 2011, Landlord and Tenant agree that ---------------------------- Landlord's architect shall be entitled to use the “Tenant Improvement Allowance”, as defined in Section 2 of this Amendment, for the costs relating to complete the design of the proposed office floor plans. The cost of preparing the drawings, specifications, finish schedules 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 like will be obligated to make disbursements pursuant to this Tenant Work Letter or otherwise in connection with Tenant’s construction part of the Tenant Improvements or any Tenant Improvement Allowance ItemsCosts outlined below. Landlord agrees to deliver to Tenant, as defined belowsoon as is reasonably possible, in a total amount which exceeds the sum of proposed final working drawings, specifications, and finish schedules for 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; providedImprovements, 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 the right to approve or disapprove such drawings and make changes as required by Tenant. Once Tenant notifies Landlord that the drawings and specifications are acceptable, then Landlord will proceed to obtain a price schedule for the completion of the Tenant Improvements. Landlord and Tenant agree that Landlord's contractor shall construct the Tenant Improvements. Upon Landlord's receipt of acceptance drawings and specifications, Landlord shall obtain from Landlord's contractor a detailed price schedule for the Tenant Improvements, and will submit the same to Tenant for its approval. If Tenant disapproves such price schedule, Tenant agrees to work promptly with respect theretoLandlord's architect to alter the drawings and specifications as necessary to cause the price schedule to be acceptable to Tenant. The aggregate cost for the Tenant Improvements, once approved by Tenant, shall be referred to as the "Tenant Improvement Costs." Landlord shall pay the Tenant Improvements Costs equal to the amount of $100,000. Tenant Costs shall include the Tenant Improvement Cost; the cost of preparing and finalizing all drawings, specifications, finish schedules and the like; fees for architects, engineers and interior designers incurred by Landlord in connection with the Tenant Improvement; the cost of making any and all changes in and to the drawings and specifications and any increase or decrease cost in the Tenant Improvement Cost resulting therefrom through the term of this Lease. In the event that the Tenant Costs exceed $100,000, then such excess cost shall be the responsibility of Tenant. Tenant shall pay to Landlord's contractor any such amount in excess of $100,000 pursuant to the terms mutually agreed upon by Tenant and Landlord's contractor.

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. $21,462,900.00) (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 retentions, 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 expending 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 First Amendment 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 EXHIBIT B BRITANNIA POINTE GRAND BUSINESS PARK[Denali Therapeutics, Inc.][First Amendment] 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 Tenant (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 Provided that the Tenant’s Work is constructed by Tenant’s Contractor in accordance with this Exhibit B, Landlord shall reimburse Tenant for Tenant’s actual construction costs up to a maximum of January 1, 2011, Tenant shall be entitled to use the Forty Two Thousand Five Hundred and No/100 Dollars ($42,500.00) for said Tenant’s Work (“Tenant Improvement Allowance”, as defined in Section 2 ). Such Tenant Improvement Allowance shall be paid directly to Tenant within thirty (30) business days following proper recordation of this Amendment, a Notice of Completion for the costs relating Tenant’s Work, upon commencement of Tenant’s business within the Expansion Premises, and subject to satisfaction of the design following conditions: 6.1 Tenant must have completed the Tenant’s Work in accordance with the Landlord approved final Plans and specifications. 6.2 A Notice of Completion has been properly recorded for Tenant’s Work and 35 days have elapsed since the date of such recording. 6.3 Tenant has submitted a complete set of “as built” plans and specifications to Landlord. 6.4 Tenant has provided to Landlord copies of all insurance certificates required under this Amendment and Lease. 6.5 A final, unconditional certificate of occupancy for the Expansion Premises has been issued by the appropriate governmental agency, and a copy thereof provided to Landlord. 6.6 Tenant has provided Landlord with all unconditional waiver and release upon final payment for material and labor lien releases from Tenant’s contractor, subcontractors, and suppliers. Said lien releases must total at least the amount of Landlord’s construction advance to Tenant. 6.7 Tenant has provided Landlord all construction warranties and guarantees in connection with 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, Work. 6.8 Landlord has inspected and approved 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 Work and is satisfied that the Tenant Improvements or any Tenant Improvement Allowance Items, as defined below, Tenant’s Work has been performed in a total amount which exceeds good and workmanlike manner in accordance with 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 Leaseapproved Plans; provided, however, Landlord mayno such inspection shall impose any liability upon Landlord, by written notice nor absolve Tenant or Tenant’s Contractor from liability for any defect or failure to comply with the requirements hereof. Notwithstanding the foregoing, Tenant given concurrently with Landlord’s approval shall not be entitled to the Tenant Improvement Allowance and the Tenant Improvement Allowance shall be deemed null and void if Tenant has not requested the Tenant Improvement Allowance and satisfied each of the “Final Working Drawings”above conditions by June 30, 2006. Except as that term is defined otherwise set forth above, Tenant shall be responsible in Section 3.3, below, require its sole cost and expense for all costs relating to Tenant, prior ’s relocation to the end of the Lease Term or promptly following any earlier termination of this LeaseExpansion Premises, 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 standardmoving expenses, nonnew stationary and utility change/set-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 theretoup fees (if applicable).

Tenant Improvement Allowance. Commencing Landlord shall pay to Tenant or at Tenant's written request, directly to architects, engineers, contractors, subcontractors and suppliers designated by Tenant, in cash and in accordance with the provisions of this Section 3.11, the Tenant Improvement Allowance set forth in Section 1.11 (as of January 1, 2011, possibly adjusted pursuant to Section 3.l(b)). The Tenant Improvement Allowance shall be entitled used to use the “Tenant Improvement Allowance”, as defined in Section 2 of this Amendment, pay for the costs relating to the associated with Tenant's design and construction of the Tenant Improvements and its occupancy of the Premises, which costs may include, but shall not be limited to: (a) all costs charged to Tenant by contractors, subcontractors and suppliers for construction of the Tenant Improvements and installation of Tenant’s improvements or which are otherwise “Tenant Improvement Allowance items,” as that term is defined in Section 2.2.1's equipment; (b) fees, below assessments and costs associated with securing approvals, permits and licenses; (collectivelyc) costs of construction insurance (including, without limitation, casualty, liability, theft and worker's compensation insurance); (d) utility hookup fees; (e) premiums for any bonds required by Tenant; and (f) architectural, design and engineering fees related to the “Tenant Improvements”). In no event shall any portion of the Tenant Improvement Allowance be payable with respect to Tenant's cost of workout equipment, inventory or other personal property or for interest or financing costs. Landlord shall pay the amount of the Tenant Improvement Allowance in monthly progress payments after the Execution Date. Such progress payments shall be obligated to make disbursements pursuant to this made by Landlord not later than thirty (30) days after receipt by Landlord from Tenant Work Letter of (i) a written request for payment, (ii) copies of invoices evidencing completed work and/or services, (iii) an affidavit from Tenant's general contractor or otherwise in connection with Tenant’s construction architect stating that the applicable portion of the Tenant Improvements have been completed (except that with regard to costs, fees and assessments not charged by contractors, subcontractors or any suppliers, such affidavit shall come from Tenant), and (iv) an original notarized waiver of lien for construction items reflected in the immediately prior month's draw executed by every subcontractor and material supplier (if one or more waivers of lien have not been obtained from a particular subcontractor or material supplier, Landlord may withhold from the current draw the amount payable to such subcontractor or material supplier until a lien waiver is obtained or the period for filing a lien has expired without a lien having been filed; Landlord may not withhold the remainder of the current draw due to the missing lien waiver). Notwithstanding the foregoing, Landlord shall have no obligation to pay the final ten percent (10%) of the Tenant Improvement Allowance Items, as defined below, to Tenant until Tenant has received its certificate of occupancy for the Premises and delivered a copy thereof to Landlord (unless Tenant's failure to receive its certificate of occupancy is due to a default by Landlord of its obligations under this Lease) and Tenant has delivered a fully executed and unconditional lien waiver from Tenant's general contractor. Landlord shall have no obligation to make any progress payment while an uncured Event of Default is continuing (provided that payment shall be subsequently made by Landlord once the Event of Default is cured) and the total of all such progress payments will in a total no event exceed the amount which exceeds the sum of the Tenant Improvement Allowance. All Tenant Improvements for which Anything in this Lease to the contrary notwithstanding, in the event Landlord does not make one or more payments of the Tenant Improvement Allowance has been made when required hereunder, and should such failure continue for a period of thirty (30) days, in addition to all other remedies 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 Tenant shall have the right 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, offset against Rent until paid in full 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 then payable hereunder which has not been paid by Landlord, together with interest on such unpaid amount. Such interest shall accrue at the Applicable Annual Interest Rate on the Tenant Improvement Allowance amount payable but unpaid from time to time. To the extent Tenant Improvements have been paid for by the Tenant Improvement Allowance, such Tenant Improvements shall be deemed at all times to be Landlord's property. Upon Tenant's request, Landlord shall demonstrate, to Tenant's reasonable satisfaction, Landlord's ability to fund the Tenant Improvement Allowance. Landlord's obligations under this Section 3.11 shall survive the termination of this Lease. If the cost to construct the Tenant Improvements is less than the Tenant Improvement Allowance, then Tenant will automatically forfeit the remainder of the Tenant Improvement Allowance and Annual Rent will automatically be reduced by an amount equal to the product of the forfeited amount of the Tenant Improvement Allowance multiplied by nine percent (9%). (For example, if Tenant only uses Fifty-Three Dollars ($53.00) per square foot of a Fifty-Five Dollars ($55.00) per square foot of the Tenant Improvement Allowance, such that there is not disbursed or allocated for disbursement Two Dollars ($2.00) per square foot remaining unused; the Annual Rent will automatically be reduced by December 31$0.18 psf annually ($2.00 x 9%)). If Tenant forfeits the remainder of any unused portion of the Tenant Improvement Allowance so as to have the Annual Rent reduced as stated herein, 2013, the parties shall revert execute an amendment to Landlord the Lease stating the actual amount of the Tenant Improvement Allowance received by Tenant and Tenant shall have no further rights with respect theretothe revised Annual Rent due under the Lease.

Tenant Improvement Allowance. Commencing as of January 1, 2011, (a) Landlord shall reimburse 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 Costs for the Premises up to a total amount which exceeds the sum maximum of the Tenant Improvement Allowance. All Tenant Improvements for which Landlord shall pay the Tenant Improvement Allowance has within 30 days of receiving the following: (i) final releases of lien signed by the Tenant Improvement Contractor and all subcontractors who provided any labor or materials with respect to the Tenant Improvements (which releases may be contingent upon the receipt of sums reflected in the final payment application and/or which may exclude reasonable holdbacks for punchlist items); (ii) a certificate executed by Tenant confirming the amount of Tenant Improvement Costs incurred by Tenant and that all Tenant Improvement Costs have been made available paid by Tenant except for reasonable holdbacks related to punchlist items as specified in such certificate; and (iii) a set of the Plans and Specifications marked to show as-built conditions, which shall be deemed reproducible if permitted by the party that prepared such Plans and Specifications. (b) Landlord’s property under obligation to reimburse Tenant in accordance with subparagraph (a) above shall be conditioned upon the terms following: (i) No Event of Default shall have occurred and be continuing hereunder at the time any such payment is requested; and (ii) Construction of the Lease; provided, however, Landlord may, by written notice to Tenant given concurrently with Landlord’s approval Improvements shall have been substantially completed. In the event that the cost of the “Final Working Drawings”Tenant Improvements is less than the Tenant Improvement Allowance, as that term is defined Tenant shall receive a credit in Section 3.3the amount of such savings, below, require Tenant, prior to be applied against the end installments of Base Rent first falling due following determination of the Lease Term amount of such credit. EXHIBIT D TO LEASE EXHIBIT E TO LEASE 1. Except as provided in the Lease, no sign, placard, picture, advertisement, name or promptly following notice shall be installed or displayed on any earlier termination part of this Leasethe outside or inside of the Building or Land without the prior written consent of the Landlord. Landlord shall have the right to remove, at Tenant’s expenseexpense and without notice, any sign installed or displayed in violation of this rule. All approved signs or lettering on doors and walls shall be printed, painted, affixed or inscribed at the expense of Tenant by a person chosen by Landlord. 2. If Landlord reasonably objects in writing to remove any curtains, blinds, shades, screens or hanging plants or other similar objects attached to or used in connection with any window or door of the Premises, Tenant shall immediately discontinue such use. Tenant shall not place anything against or near glass partitions or doors or windows which may appear unsightly from outside the Premises. 3. Tenant shall not obstruct any sidewalk, halls, passages, exits, entrances, elevators, escalators, or stairways of the Building. The halls, passages, exits, entrances, elevators, escalators and stairways are not open to the general public. Landlord shall in all cases retain the right to control and prevent access to such areas of all persons whose presence in the judgment of Landlord would be prejudicial to the safety, character, reputation and interest of the Land, Building and the Building’s tenants; provided that, nothing in this Lease contained shall be construed to prevent such access to persons with whom any Tenant Improvements and to repair any damage to normally deals in the Premises and Building caused by ordinary course of its business, unless such removal and return persons are engaged in illegal activities. Tenant shall not go upon the affected portion roof 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. 4. Any portion The directory of the Tenant Improvement Allowance that is not disbursed or allocated Building will be provided exclusively for disbursement by December 31the display of the name and location of tenants only, 2013, shall revert and Landlord reserves the right to Landlord and Tenant shall have no further rights with respect theretoexclude any other names therefrom.

Tenant Improvement Allowance. Commencing as A. Subject to Tenant’s compliance with all of January 1the material provisions of this Exhibit B, 2011, Landlord shall provide to Tenant shall be entitled an allowance in the amount of up to use Six and No/100 Dollars and ($6.00) per rentable square foot of the Premises (the “Tenant Improvement Allowance”, as defined ) to construct and install the Tenant Improvements described in Section 2 of this Amendment, for the costs relating to the design Final Plans and construction of Tenant’s improvements or which are otherwise “Specifications. 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 after the Commencement Date but prior to that date which is six (6) months after the Commencement Date (as such term is defined in the Basic Lease Information and Section 2.2.12 of the Lease). The Tenant Improvements shall be constructed after the Commencement Date or prior to the Commencement Date with Verity’s written consent and in compliance with the terms of the Verity Lease. Any alterations or improvements desired to be performed by Tenant prior to the Commencement Date shall be subject to the provisions of the Verity Lease and Existing Sublease. 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 , 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 Improvements in the Premises, including, but not limited to, any construction fee to make disbursements pursuant to this Tenant Work Letter or otherwise the Contractor 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, if any; (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 one percent (1%) of the costs of the Tenant Improvements (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 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 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 1Landlord and Tenant hereby acknowledge and ---------------------------- agree that the Tenant Improvement Costs for the Tenant Improvements, 2011, Tenant shall be entitled based upon the final drawings approved by Landlord and Tenant. If the actual Tenant Improvement Costs varies from the Tenant Improvement Allowance (hereinafter defined) by more than twenty-five percent (25%), then Landlord may require any of the following, in its sole discretion; (a) changes be made to use the “final drawings to reduce the cost of the Tenant Improvements and Landlord may refuse to sign any construction contract or Change Orders to the construction contract, as the case may be, until such changes are made to the sole satisfaction of Landlord; (b) Tenant to deposit into a separate escrow account cash in an amount equal to the Excess Tenant Improvement Costs (defined in Section 5 below); (c) Tenant to provide to Landlord evidence satisfactory to Landlord, in its sole discretion, that Tenant has adequate financial resources to pay for the Excess Tenant Improvement Costs, as solely determined by Landlord; and/or (d) Tenant to pay all of the Excess Tenant Improvement Costs before Landlord's contribution of the Tenant Improvement Allowance”: provided, however, in no event or circumstance shall the Tenant Improvement Costs exceed the maximum amount of four hundred ninety-nine thousand two hundred and 00/100 Dollars ($499,200.00), which amount is based on the amount of twenty and 00/100 Dollars ($20.00) per rentable square foot for 24,960 square feet of the Premises which is to be improved, as defined described in Section 2 of this Amendmentthe Initial Plans. Subject to the foregoing, Landlord shall provide an allowance for the costs relating to the design planning 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 Itemsfor the work to be performed in the Premises, as defined belowdescribed in the Initial Plans and the final drawings, in a total the amount which exceeds of one hundred forty nine thousand seven hundred sixty and 00/100 Dollars ($149,760.00) (the sum of the "Tenant Improvement Allowance. All Tenant Improvements ") based upon an allowance of six and 00/100 Dollars ($6.00) per rental square foot 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 24,960 square feet of the Premises which is to a Building standard general office condition; providedbe improved, however, that Landlord as described in the Initial Plans and the final drawings. Tenant shall not require Tenant be entitled to remove upon termination any credit, abatement 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 payment from Landlord in biotech facilities. Any portion the event that the amount of the Tenant Improvement Allowance that is not disbursed or allocated specified above exceeds the actual Tenant Improvement Costs. The Tenant Improvement Allowance shall only be used for disbursement tenant improvements typically installed by December 31, 2013, Landlord in office/R&D buildings. The Tenant Improvement Allowance shall revert be the maximum contribution by Landlord for the Tenant Improvement Costs and shall be subject to Landlord and Tenant shall have no further rights with respect theretothe provisions of Section 5 below.

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 2.2.1, below permanently affixed to the Premises (collectively, the “Tenant Improvements”). Tenant shall be permitted to access such Tenant Improvement Allowance upon the full execution and delivery of the Lease. 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 this 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 remaining as of December 31, 20132008, shall revert to Landlord and Tenant shall have no further rights right thereto; provided, however, Tenant may, by delivering written notice to Landlord anytime after Landlord’s disbursement of the “Final Retention” pursuant to the terms of Section 2.2.2.2 of this Tenant Work Letter, below, but before the date which occurs ninety (90) days following Landlord’s disbursement of such Final Retention, elect to use up to $430,714.88 of any then remaining and unapplied portion of the Tenant Improvement Allowance as a credit against Base Rent due with respect theretoto the Premises under the terms of the Lease. In addition to the Tenant Improvement Allowance, Landlord shall contribute an amount not to exceed $9,695.52 (i.e., $0.12 per usable square foot of the Premises multiplied by 80,796 usable square feet) (“Landlord’s Drawing Contribution”) toward the cost of one (1) preliminary space plan to be prepared by Tenant’s architect, and no portion of the Landlord’s Drawing Contribution, if any, remaining after the completion of the Initial Installations shall be available for use by Tenant.

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 2.2.1permanently affixed (including furniture, below equipment 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 by 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, 607152.05/WLA EXHIBIT B [Nighthawk Radiology Services, LLC] E2621-081/1-8-07/kt/kt -1- [AMLGMN] 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 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; provided, however, that Landlord shall not require Tenant to remove that, notwithstanding the foregoing, upon termination or expiration request by Xxxxxx at the time of this Lease, or condition its approval upon Tenant’s agreement to remove upon termination or expiration request for Landlord’s approval of this Lease, any Tenant Improvements constructed pursuant to the “Final Working Drawings,” as that term is defined in Section 3.3 of this Tenant Work Letter (includingLetter, without limitation, Larc improvements) which constitute standard, non-extraordinary improvements for ordinary office, laboratory and/or Larc uses in biotech facilities. Any portion of Landlord shall notify Tenant whether the Tenant Improvement Allowance that is not disbursed or allocated for disbursement by December 31, 2013, shall revert Improvements will be required to Landlord and Tenant shall have no further rights with respect theretobe removed pursuant to the terms of this Section 2.1.

Tenant Improvement Allowance. Commencing as Landlord shall provide a tenant improvement allowance in the amount of January 1, 2011, Tenant shall be entitled up to use ONE MILLION ONE HUNDRED FIVE THOUSAND TWO HUNDRED EIGHTY-TWO AND 50/100 ($1,105,282.50) DOLLARS (the “Tenant Improvement First Amendment TI Allowance”) which may be used by Tenant towards the cost of design, as defined in Section 2 of this Amendmentrenovation, for the costs relating to the design and construction of the Premises, which may include, without limitation, renovation of all bathrooms except those covered by Landlord’s Bathroom Work, improvements to the lower level, exterior façade, or any other portion of the Building, and other exterior improvements such as an electric car charging area (“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 First Amendment Improvements”). In no event Except as specifically set forth in this Section 8, the First Amendment TI Allowance shall Landlord be obligated to make disbursements pursuant to this Tenant Work Letter or otherwise in connection with disbursed, and Tenant’s construction First Amendment Improvements shall be performed, in accordance with Exhibit B of the Tenant Improvements or any Tenant Improvement Allowance Items, as defined below, in a total amount which exceeds Lease. For the sum purposes of the Tenant Improvement Allowance. All Tenant Improvements for which First Amendment TI Allowance and Tenant’s First Amendment Improvements, the following shall control: a. References to the Tenant Improvement Allowance has been made available and Tenant Improvements in Exhibit B shall be deemed Landlordmean the First Amendment TI Allowance and Tenant’s property under First Amendment Improvements, respectively; b. The first sentence of Section 1 of Exhibit B is deleted in its entirety and replaced with the terms of the Lease; provided, however, Landlord may, by written notice to following: “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 Leaseshall, at Tenant’s cost and expense, within a reasonable period of time after the First Amendment Effective Date, deliver to remove any Tenant Improvements Landlord a schematic of Tenant’s general plan for altering the Premises in order to determine if the schematic is generally acceptable to Landlord.”; c. The definition of “Improvement Costs” shall not include the relocation of certain of Tenant’s employees and to repair any damage personnel to the Premises and Building caused by such removal and return the affected portion of the Premises to a Building standard general office conditionfrom any other building; 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.and

Tenant Improvement Allowance. Commencing as In connection with Tenant's lease of January 1the Expansion Space, 2011, Landlord will provide Tenant shall be entitled to use with an improvement allowance (the “"Tenant Improvement Allowance”") of Three and 50/100 Dollars ($3.50) per rentable square foot of the Expansion Space ($20,356.00) to complete, subject to the terms and conditions set forth in this Section 6, certain improvements (the "Tenant Improvements") to the Expansion Space desired to be made by Tenant. Prior to commencement of the Tenant Improvements, Tenant will furnish Landlord with all plans and specifications, if any, for Landlord's approval (which approval shall not be unreasonably withheld or delayed). If Tenant elects to use its own contractor to construct the Tenant Improvements, such contractor shall be licensed and approved by Landlord (approval not to be unreasonably withheld or delayed) prior to commencement of the Tenant Improvements. Upon Landlord's approval of the plans and specifications for the Tenant Improvements and Tenant's contractor, Tenant may commence the Tenant Improvements. The Tenant Improvements shall be performed and completed in compliance with all applicable laws, codes, rules and regulations, without any unpaid claims for material, labor or supplies. Tenant shall furnish to Landlord executed construction permits and such invoices, affidavits, releases, and other documentation as defined Landlord may reasonably request, to be assured, to Landlord's satisfaction, that the Tenant Improvements have been completed in Section 2 accordance with the plans and specifications, if any, approved by Landlord and have been paid for by Tenant. Provided Tenant complies with all of the terms and conditions of this AmendmentSection 6, for the costs relating including but not limited to, proof of payment of all bills and delivery to the design Landlord of unconditional lien releases from all contractors, subcontractors and construction of Tenant’s improvements or which are otherwise “material suppliers, Landlord shall reimburse Tenant Improvement Allowance items,” as that term is defined in Section 2.2.1, below within thirty (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 30) days after completion of the Tenant Improvements or any for Tenant's costs incurred in connection with the Tenant Improvement Allowance Items, as defined below, in a total Improvements up to an amount which exceeds not to exceed the sum amount of the Tenant Improvement Allowance. All Tenant will be responsible for paying all costs of the Tenant Improvements for which in excess of the Tenant Improvement Allowance has been made available Allowance. If the cost of the Tenant Improvements is less than the Tenant Improvement Allowance, Tenant shall be deemed Landlord’s property receive a credit against the Base Rent next becoming due under the terms Lease in the amount 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 Allowance. In the event that is not disbursed or allocated for disbursement by December 31Tenant demolishes any walls between any portion of the Expansion Space and any suite(s) adjacent to the Expansion Space (e.g., 2013the demising wall between Suites 1050 and 1060), shall revert to Landlord and Tenant shall have no further rights with respect theretoreplace such walls upon the expiration or earlier termination of Tenant's lease of the Expansion Space unless Tenant extends Tenant's lease of the Expansion Space for a term of not less than three (3) years beyond the Expansion Space Termination Date, in which event Tenant shall not be required to replace any demolished walls.

Tenant Improvement Allowance. Commencing as Landlord shall provide to Tenant an allowance not to exceed the sum of January 1, 2011, Tenant shall be entitled to use $30.00 per rentable square foot of the Premises (i.e. 61,410 rentable square feet multiplied by $30.00/RSF equals $1,842,300.00); (collectively the “Tenant Improvement Allowance”, as defined ). The Improvement Allowance shall be used solely for (a) construction and improvements in Section 2 of this Amendment, for the costs relating Premises contemplated by and approved by Landlord pursuant to the design provisions of the Lease, or (b) construction and construction improvements in the building located at 0000 Xxxxxx Xxx, Madison, Wisconsin (“1209 Building”), approved by the owner of Tenant’s improvements or which are otherwise “Tenant Improvement Allowance items,” as that term is defined in Section 2.2.1, below the 1209 Building (collectively, the “Tenant Improvements”). In no event Tenant may allocate the Improvement Allowance between or among the Premises and the 1209 Building as Tenant sees fit, in its sole discretion. All work completed using the Improvement Allowance shall Landlord be obligated to make disbursements pursuant to this Tenant Work Letter or otherwise in connection with Tenant’s construction of on an “open-book” basis, and for the Tenant Improvements or to the Premises Tenant shall retain Iconica Incorporated (“Iconica”) to undertake and complete any Tenant Improvement Allowance Items, as defined below, in a total amount which exceeds and all work utilizing the sum of the Tenant Improvement Allowance. All Tenant Improvements In order for which the Tenant Improvement Allowance has been made available shall Landlord to be deemed Landlord’s property under the terms responsible for payment of any portion of the Lease; providedImprovement Allowance, however, Landlord may, by written notice to Tenant given concurrently with Landlord’s approval shall not be in Default of the “Final Working Drawings”, as that any term is defined in Section 3.3, below, require Tenant, prior to the end of the Lease Term or promptly following any earlier termination condition of this Lease. The Improvement Allowance shall be used for design, at Tenant’s expenseengineering, construction, cabling, project management fees, permit fees, IT expenses, purchase and installation of fixtures, signage, and other hard and soft costs related to remove any the Tenant Improvements and to repair any damage to the Premises or the 1209 Building. Subject to Landlord’s prior written approval, which Landlord shall not unreasonably withhold, condition or delay, Tenant shall have the right to use its own contractors, architects and design professionals to complete any Tenant Improvements. In the event the Tenant Improvements to the Premises or 1209 Building caused by such removal cost less than the amount of the Improvement Allowance, Tenant shall be entitled to apply unused Improvement Allowance to Base Rent. In the event the Tenant Improvements cost more than the amount of the Improvement Allowance, Tenant shall be responsible for any amounts over and return above the affected amount of the Improvement Allowance. To draw any portion of the Improvement Allowance, Tenant shall provide Landlord with a written draw request itemizing the work Tenant has completed in the Premises to a or 1209 Building standard general office condition; providedand customary lien waivers from each contractor or subcontractor equaling the amount of such payment request. Unless otherwise agreed in writing by Xxxxxxxx and Tenant, however, that Landlord shall not require Tenant to remove upon termination charge any supervisory, construction management or expiration oversight fees in conjunction with the application 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 facilitiesthe Improvement Allowance. Any portion of the Tenant Improvement Allowance that is not disbursed or allocated for disbursement by unused on December 31, 20132025, shall revert be applied to Landlord and Tenant shall have no further rights with respect theretoBase Rent next due until such unused Improvement Allowance is fully utilized.

Tenant Improvement Allowance. Commencing as The tenant improvement allowance in the amount of January 1, 2011, Tenant $15,000 in paragraph 4 of the FIRST AMENDMENT and Extension of Lease dated June 30,2004 shall be entitled applied to use the “Tenant Improvement Allowance”outstanding invoice dated June 21, as defined in Section 2 of this Amendment, 2007 for the costs relating rent adjustment for May 2006 to April 2007, in the design amount of $19,757.60 and construction such amount shall be considered payment in full of the balance due on said invoice. For the SECOND AMENDMENT and Extension of Lease, Landlord will reimburse Tenant for up to Fifteen Thousand Dollars ($15,000) for Tenant’s improvements to the Premises, whether performed as a single project or which are otherwise multiple smaller projects (“Tenant Improvement Allowance items,” as that term is defined in Section 2.2.1, below (collectively, the “Tenant ImprovementsTenant’s Work”). In no event shall , subject to the following: (a) Landlord be obligated to make disbursements pursuant to this Tenant Work Letter or otherwise in connection with has approved the plans and specifications for Tenant’s construction of Work in accordance with 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 provisions 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, including without limitation, Larc improvementsSection 3.3; (b) which constitute standard, non-extraordinary improvements for ordinary office, laboratory and/or Larc uses Tenant’s Work shall be performed in biotech facilities. Any portion of the Tenant Improvement Allowance that is not disbursed or allocated for disbursement by December 31, 2013, shall revert a good and workmanlike manner using contractors reasonably acceptable to Landlord and Landlord; (c) Tenant shall have no further rights with respect theretofurnished evidence reasonably satisfactory to Landlord that all of the Tenant’s Work has been completed and has been paid for in full, and that any and all liens therefore that have been or may be filed have been satisfied of record or waived; (d) Tenant has delivered a Certificate of Occupancy for Tenant’s Work to Landlord, where applicable; (e) Tenant shall not be in default under the Lease; and (f) Tenant shall have submitted receipted bills showing the amount spent by Tenant in performing Tenant’s Work (exclusive of furniture, fixtures and equipment). Landlord’s payment shall be due thirty (30) days after Tenant has submitted all of the items required by this Paragraph 4. In the event Tenant owes Landlord any amount pursuant to the Lease at the time Landlord’s payment is due, Landlord shall have the right to offset such amount from Landlord’s payment.

Tenant Improvement Allowance. Commencing as Landlord shall provide Tenant with the Allowance specified on the Reference Page in accordance with the provisions of January 1, 2011, Exhibit “B”. Tenant shall be entitled to use the “Tenant Improvement Allowance”, as defined in Section 2 of this Amendment, he responsible for the costs relating to the design and construction extent that the cost 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 such 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 shall exceed the Tenant Improvement Allowance. All Any amount of Tenant Improvements Improvement Allowance not spent on the Tenant Work shall be made available to Tenant for which architectural design services, engineering costs, moving costs, telephone and computer equipment costs, and if not used for any of the foregoing shall be provided to Tenant in the form of rent abatement. If the cost of the Tenant Work shall exceed the Tenant Improvement Allowance has been made available shall be deemed Landlord’s property under the terms of the Lease; providedAllowance, however, Landlord Tenant may, by written notice to Tenant given concurrently with Landlord’s approval Landlord within ten (10) days of the “Final Working Drawings”Rent Commencement Date, as that term is defined in Section 3.3, below, require Tenant, prior elect to add such additional costs (up to but not exceeding the sum of $2,625,000; the total of such additional costs added to the end Annual Rent is hereinafter called “Additional Costs”) to the Annual Rent due during the initial Term of the Lease by adjusting the Annual Rent, and the Annual Rent shall immediately be adjusted by adding an amount to the Annual Rent for each such lease year equal to the cost of amortizing the Additional Costs over such initial Term or promptly following any earlier termination with imputed interest at the rate of this Lease9.75% per year. For example, at if the Additional Costs are $1 million, Monthly Rent during the initial Term shall he increased by $12,607.46. Landlord’s obligation to fund the Allowance shall be secured by the Guaranty (the “Guaranty”) in the form of Exhibit “H” from Lone Star Opportunity Fund. Tenant agrees that, if in Tenant’s expensereasonable determination, Landlord has provided Tenant with another mechanism to adequately secure Landlord’s obligation to fund the Allowance, Tenant shall, to remove any Tenant Improvements and to repair any damage to such extent, release or reduce 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 theretoGuaranty.

Tenant Improvement Allowance. Commencing Landlord understands that Tenant shall require certain construction and renovation work to the Demised Premises in order for the Demised Premises to be suitable as office space for Tenant's business purposes (the "Tenant Work"). Landlord shall provide to Tenant an allowance for the Tenant Work of January 1Twenty-Three Thousand Eight Hundred Twenty-Three Dollars ($23,823.00) ($3.00 per rentable square foot for the Demised Premises) (the "Tenant Improvement Allowance"). The Tenant Improvement Allowance shall be available for use by Tenant throughout the Term of the Agreement and for any space currently leased by Tenant. Tenant shall have the right to select any contractor or subcontractors to perform the Tenant Work, 2011so long as Tenant provides Landlord advance notice of the name of the contractor or subcontractors to perform the Tenant Work and Landlord approves the contractor and the contractor provides Landlord with a liability insurance certificate indicating a minimum of $1,000,000.00 in liability insurance protection. Prior to commencement of the Tenant Work, Tenant shall be entitled submit to use Landlord a description of the “Tenant Improvement Allowance”Work in reasonable detail, as defined in Section 2 of this Amendment, including building plans and specifications for the costs relating to Demised Premises (if any) (the design and construction of Tenant’s improvements "Plans") for approval by Landlord, which approval shall not be unreasonably withheld or which are otherwise “delayed. The Tenant Improvement Allowance items,” as that term is defined in Section 2.2.1, below or any portion thereof shall be paid by Landlord within thirty (collectively, 30) days following submittal by Tenant to Landlord of invoices or other reasonable documentation evidencing the “Tenant Improvements”). In no event shall Landlord be obligated to make disbursements pursuant to this cost for the Tenant Work Letter or otherwise in connection with Tenant’s construction of the Tenant Improvements or any portion thereof. If the Tenant Improvement Allowance Itemsis not paid by Landlord within the time provided for in this Section/but only if Tenant is not in default as to any of the terms, provisions and covenants of this Agreement, Tenant shall have the right to offset the monthly payment of Rent as defined below, provided for in a total this Agreement up to the 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 Any costs incurred 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.performing the

Tenant Improvement Allowance. Commencing as Provided that the Tenant’s Improvements is constructed by Xxxxxx’s Contractor in accordance with this Exhibit B, Landlord shall reimburse Tenant for Tenant’s actual design and construction costs up to a maximum of January 1, 2011, Tenant shall be entitled to use Five Dollars ($5.00) per rentable square foot of the Premises for (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,” shall be disbursed by Landlord as that term is defined in Section 2.2.1, provided below (collectively, for costs requested and incurred by Tenant related to 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 including the following items and costs : (i) payment of the fees of the “Architect” and the “Engineers”; (ii) the payment of plan check, permit and license fees relating to construction of the Tenant Improvements; (iii) the cost of the construction of the Tenant Improvements, including testing and inspection costs, trash removal costs, and contractors’ fees and general conditions; (iv) the cost of any changes to the plans and drawings; and (v) other mutually agreeable costs incurred in connection with the construction of the Tenant Improvements; (vi) Landlord’s two percent (2%) supervision fee in connection with the design or any construction of the Tenant Improvements, and (vii) all reasonable and actual costs for Tenant’s construction manager. Landlord shall disburse the Tenant Improvement Allowance Itemsas follows: 7.1 Thirty (30) days following the completion of the Tenant Improvements, as defined belowLandlord shall disburse to Tenant, in a total amount which exceeds the sum of or upon written request from Xxxxxx, Xxxxxx’s Contractor, monies from the Tenant Improvement Allowance. All Prior to Landlord making a disbursement, Tenant Improvements shall deliver to Landlord copies of all insurance certificates required under this Lease and Agreement together with a written request for payment, approved by Tenant, in a form which is reasonably acceptable to Landlord which shall include the following: (A) third party invoice(s) for labor rendered and materials delivered with respect to such payment request in an amount not less than the amount of the Tenant Improvement Allowance Tenant has requested be reimbursed; (B) copies of applicable, duly executed mechanic’s lien releases in compliance with California Civil Code Section 3262(d) from the general Contractor performing work described in the payment request; and (C) proof that Xxxxxx has previously paid the invoices described in the payment request. Within thirty (30) days after Xxxxxxxx has received all of this information, Landlord shall deliver a check to Tenant in an amount equal to such payment request. Notwithstanding the foregoing, Landlord shall not be obligated to disburse to Tenant the last ten percent (10%) of the Improvement Allowance until the requirements of Section 7.2 have been satisfied. 7.2 After the Tenant Improvements have been completed in accordance with the Landlord approved final Plans and specifications, Tenant shall deliver to Landlord (A) properly executed mechanics lien releases in compliance with California Civil Code Section 3262(d)(3) or Section 3262(d)(4), executed by the general Contractor performing work in the Premises; (B) a certificate from the Architect, on an AIA form or on another form reasonably acceptable to Landlord certifying that the construction of the Tenant Improvements in the Premises has been made available shall be deemed substantially completed; (C) a set of “as built” plans and specifications to Landlord’s property under ; (D) all construction warranties and guarantees in connection with the terms construction of the Tenant’s Improvements to the extent obtained; (E) Tenant has provided to Landlord copies of all insurance certificates required under this Lease; (F) A temporary or final certificate of occupancy for the Premises has been issued by the appropriate governmental agency, and a copy thereof provided to Landlord; and (G) Landlord has inspected and reasonably approved the Tenant’s Improvements and is reasonably satisfied that the Tenant’s Improvements has been performed in a good and workmanlike manner in accordance with the approved Final Plans; provided, however, no such inspection shall impose any liability upon Landlord, nor absolve Tenant or Tenant’s Contractor from liability for any defect or failure to comply with the requirements hereof. Landlord mayshall complete such inspection within three (3) days of the date Tenant notifies Landlord that the Premises are ready for inspection and will notify Tenant in writing of any objection that Landlord may have to any of the work performed by Tenant therein within three (3) business days of such inspection. Within thirty (30) days after receiving the foregoing information, by written notice Landlord shall reimburse 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 remaining ten percent (including, without limitation, Larc improvements10%) 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 otherwise previously paid for disbursement by December 31, 2013, shall revert to Landlord and Tenant shall have no further rights in accordance with respect theretoSection 7.1 above.

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 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 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 Landlord shall provide Tenant with a basic allowance for construction of Tenant's Improvements Work and to offset such other Tenant Improvement Costs as Tenant may incur in connection with this Lease in an amount determined by multiplying the sum of January 1, 2011, Tenant shall be entitled to use Thirty Five Dollars ($35.00) times the “number of square feet of Usable Area in the Premises as determined in accordance with Section 1.05 ("Tenant Improvement Allowance”, as defined "). All Tenant Improvement 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,” ("Tenant's Improvement Contribution") shall be paid by Tenant. The initial Tenant's Improvement Contribution shall be paid to Landlord fifteen (15) days after Tenant shall have approved a Cost Estimate or Revised Cost Estimate (as that each term is defined in Section 2.2.1, below (collectively, the “Work Letter) and Landlord and Tenant Improvements”)have thereafter agreed on an estimate of Tenant Improvement Costs. 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 of the Tenant Improvements or any actual Tenant Improvement Allowance Items, as defined below, in a total amount which exceeds Costs are less than the sum of the Tenant Improvement Allowance. All Allowance and Tenant's Improvement Contribution, then Landlord shall pay to Tenant Improvements for within ten (10) days after such determination the amount by 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 sum of the Tenant Improvement Allowance that is not disbursed or allocated for disbursement by December 31and Tenant's Improvement Contribution exceeded the actual Tenant Improvement Costs; provided , 2013however, in no event shall the Landlord be required to pay an amount greater than the amount of Tenant's Improvement Contribution. The Tenant Improvement Allowance and Tenant's Improvement Contribution are herein collectively referred to as the "Tenant Improvement Fund". In no event, however, shall revert amounts paid for Tenant's moving costs from the Tenant Improvement Fund exceed Two Dollars ($2.00) per square foot of Usable Area in the Premises. In the event that the Tenant Improvement Costs exceed the Tenant Improvement Allowance, Tenant may elect by delivering written notice to Landlord within ten (10) days after the estimate of Tenant Improvement Cost is obtained pursuant to the Work Letter, to obtain from Landlord an additional allowance for the Tenant's Improvement Work ("Additional Tenant Improvement Allowance") in an amount not to exceed $5.00 per square foot of Usable Area in the Premises. The Additional Tenant Improvement Allowance shall be fully amortized at nine percent (9%) interest per annum on the unpaid balance over the initial Term of this Lease and shall be repaid by Tenant shall have no further rights with respect theretoto Landlord in equal monthly payments commencing on the Term Commencement Date as Additional Rent.

Tenant Improvement Allowance. Commencing as of January 1, 2011the date of this First Amendment, Tenant shall be entitled to use an improvement allowance (the “Tenant Improvement Allowance”) in the amount of $45.00 per rentable square foot of the Premises (i.e., as defined in Section 2 of this Amendment, $1,514,835.00) for the costs relating to the design and construction of Tenant’s improvements improvements, refurbishment work and other renovations to be performed by Tenant in 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 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 that have been paid for which with or reimbursed from 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 portion of the 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 condition with removed systems components capped, Building standard general office ceiling tiles in good condition; provided, however, that and sheet rock and floors patched and repaired to match existing conditions of the remainder of the Premises. Landlord approves in concept and 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 Improvements to the extent shown on the Space Plan attached hereto as Schedule 1. The Tenant Improvement Allowance that is may not disbursed be used by Tenant for the purchase or allocated installation of furniture, fixtures or equipment (other than an autoclave and glasswash), or for disbursement by December 31telephone or data cabling, 2013, shall revert to Landlord and Tenant shall have no further rights with respect theretoor any other personal property.

Tenant Improvement Allowance. Commencing as Subject to the provisions of January 1this section 8, 2011, the Landlord shall pay to the Tenant shall be entitled to use an allowance (the “Additional Premises Tenant Improvement Allowance”) calculated on the basis of $25.00 per square foot of the Additional Premises Area. It is expressly understood and agreed that the Additional Premises Tenant Improvement Allowance is to be paid for the purpose of reimbursing the Tenant for a portion of its out of pocket expenses in completing the Tenant’s Work in the Additional Premises and fully equipping the Additional Premises with all trade equipment, as defined lighting fixtures, furniture and operating equipment, installing appropriate signage and moving into the Additional Premises. Provided the Tenant is not then in Section 2 material breach of this AmendmentAgreement, for the costs Additional Premises Tenant Improvement Allowance shall be paid by the Landlord on a monthly draw basis to the Tenant upon receipt by the Landlord of a statutory declaration stating that there are no claims of builders’ lien or other liens or encumbrances affecting the Additional Premises with respect to work, services, materials and equipment relating to the design Additional Premises, and construction of that the Tenant’s improvements designers, contractors, subcontractors, works, and suppliers of materials and equipment have been paid in full for all work and services performed and materials and equipment supplied by them on or which are otherwise “to the Additional Premises. Notwithstanding the foregoing, the Landlord shall not be obligated to pay the Additional Premises 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 until the Tenant Improvements or any has executed and delivered a copy of this Agreement. The Landlord shall be permitted to set off and deduct from the Additional Tenant Improvement Allowance Items, as defined below, in a total amount which exceeds the sum of any outstanding amounts owing by the Tenant Improvement Allowance. All Tenant Improvements for which to the Landlord pursuant to the Lease or this Agreement, provided 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 is first given forty eight (48) hours 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 theretoto such outstanding amounts in order to remedy such breach.

Tenant Improvement Allowance. Commencing as of January 1Landlord shall provide Tenant, 2011at Landlord's cost and expense, 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 “a Tenant Improvement Allowance items,” as that term is defined in Section 2.2.1, below (collectively, the “of [*] which may be used by Tenant Improvements”). In no event shall Landlord be obligated solely to make disbursements pursuant improvements to this Tenant Work Letter or otherwise in connection with Tenant’s construction of the Tenant Improvements or any Premises. The Tenant Improvement Allowance Items, as defined shall be subject to recoupment and/or abatement in the event of early termination in accordance with paragraph 15 below, . Expenditures which have been or will be incurred by Tenant in a total amount which exceeds making improvements to the sum Premises since August 1996 shall be reimbursed to Tenant out of the Tenant Improvement AllowanceAllowance provided in this paragraph. All Tenant Improvements for which Up to [*] of the Tenant Improvement Allowance has been made available shall may be deemed Landlord’s property under the terms of the Lease; provided, however, Landlord may, used 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 Leasepurchase a dishwasher, 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 facilitiesan autoclave and other general building equipment. Any portion of the Tenant Improvement Allowance that in excess of [*] which remains unused by Tenant on the date which is not disbursed or allocated six (6) months prior to the Expiration Date shall be credited against Tenant's Base Rent over the remainder of the Extension Term. For example, if Tenant uses only $350,000 of the Tenant Improvement Allowance for disbursement by December 31improvements to the Premises, 2013, shall revert to Landlord and then Tenant shall have no further rights with respect theretobe entitled to a credit of [*] The [*] reduction in Tenant's credit for the unused Tenant Improvement Allowance reflects certain Building Improvements to be made by Landlord for the benefit of Tenant [*] 3. CONFIDENTIAL TREATMENT REQUESTED 4 [*] In the event any of the foregoing Building Improvements are not made, Tenant's credit shall be increased in an amount equal to the budgeted amount for such Building Improvements which are not made by Landlord.

Tenant Improvement Allowance. Commencing as Tenant shall be entitled to a tenant improvement allowance (the “Suite Tenant Improvement Allowance”) for each Suite within the Expansion Premises equal to (a) Seventy-Two and 50/100 Dollars ($72.50) per rentable square foot for each Suite within the Expansion Premises, multiplied by (b) a fraction which numerator is the number of January 1, 2011months or partial months between the applicable Suite Commencement Date and the Lease Expiration Date and the denominator is one hundred eight (108) months (which represents the number of months between the Expansion Commencement Date and the Lease Expiration Date). In addition, Tenant shall be entitled as of April 1, 2020 to use a tenant improvement allowance (“Original Premises Tenant Improvement Allowance” and collectively with the Suite Tenant Improvement Allowance as the “Tenant Improvement Allowance”, as defined in Section 2 ) for the Original Premises equal to Seven and 50/100 Dollars ($7.50) per rentable square foot of this Amendment, the Original Premises. The Tenant Improvement Allowance shall only be used 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 2.2.1, below permanently affixed to the Expansion Premises and the Original Premises (collectively, the “Tenant Improvements”). Tenant shall construct the Tenant Improvements pursuant to the terms of this Tenant Work Letter and shall be required to spend at least Sixty Dollars ($60) per rentable square foot on hard costs for the Tenant Improvements for each Suite within the Expansion Premises, provided that such obligation shall not apply to the Original Premises. The Tenant Improvement Allowance shall be disbursed to Tenant pursuant to the terms of this Tenant Work Letter. No portion of the Suite Tenant Improvement Allowance, if any, remaining for any Suite after the date which is (18) months following the Delivery Date for such Suite shall be available for use by Tenant. No portion of the Original Premises Tenant Improvement Allowance, if any, remaining for the Original Premises after September 30, 2021 shall be available for Tenant. 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 addition to the Tenant Improvement Allowance, Landlord shall provide Tenant with a space planning allowance equal to Fifteen Cents ($0.15) per rentable square foot of the Expansion Premises that have an Estimated Delivery Date in 2014 or 2015 (the “Space Planning Allowance”). All The Space Planning Allowance shall be made available on or prior to five (5) days after the Effective Date of the Amendment, for reimbursement of Tenant’s third-party costs in connection with the planning of the improvements to the Expansion Premises. At Tenant’s sole option, any amounts payable by Tenant to Landlord for reimbursement of a share of costs incurred by Landlord for replacing any ACM or ACCM doors pursuant to Section 11(a) of this Amendment or installing the Mecho shade window coverings pursuant to Section 1.2.2 of this Tenant Work Letter may be deducted from the applicable Suite Tenant Improvement Allowance rather than separately paid by Tenant; provided, that, Tenant is spending at least Sixty Dollars ($60) per rentable square foot on hard costs for the Tenant Improvements for which such Suite. In addition, and notwithstanding anything to the contrary in this Section 2 or elsewhere in this Work Letter, the Original Premises Tenant Improvement Allowance has been made available shall may be deemed Landlord’s property under the terms of the Lease; provided, however, Landlord may, by written notice disbursed for applicable Tenant Improvement Allowance Items (as defined below) with respect 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 any improvements and alterations (including cosmetic) to the end of Original Premises that are made by Tenant at any time after the Lease Term or promptly following any earlier termination of this LeaseEffective Date (and not only to improvements and alterations made after April 1, 2020) and, at Tenant’s expenseoption, Tenant may submit a request for disbursement of the entire Original Premises Tenant Improvement Allowance at any time on or after April 1, 2020 and Landlord shall have no obligation to remove pay Tenant any Tenant Improvements and to repair any damage to the Premises and Building caused by such removal and return the affected portion of the Original 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 31before April 1, 2013, shall revert to Landlord and Tenant shall have no further rights with respect thereto2020.

Tenant Improvement Allowance. Commencing as Sublandlord shall provide to Subtenant a tenant improvement allowance of January 1, 2011, Tenant an amount not to exceed $20.00 per rentable square foot of the Premises ($1,642,880.00) (“Allowance”) to be used for the construction of leasehold improvements (“Initial Subtenant Improvements”) in accordance with a mutually agreeable space plan. The plans and specifications for the Initial Subtenant Improvements must be approved by Master Landlord and Sublandlord prior to commencement of construction thereof. The plans and specifications for the Initial Subtenant Improvements shall be entitled delivered to use Sublandlord and Master Landlord by May 15, 2003. The construction of Initial Subtenant Improvements shall be in compliance with this Sublease and the “Tenant Improvement Allowance”provisions of the Master Lease incorporated by reference. The Allowance shall be paid by Sublandlord to Subtenant or in its discretion, as defined in Section 2 of this Amendment, for the costs relating directly to the design and construction of Tenant’s improvements contractor or which are otherwise “Tenant subcontractors performing the Initial Subtenant Improvement Allowance items,” as that term is defined work, in Section 2.2.1, below (collectivelyinstallments, the “first at completion of 50% of the Initial Subtenant Improvements as certified by Subtenant’s architect and thereafter Sublandlord shall make payments as the Initial Subtenant Improvement Work progresses, but no more than once monthly upon receipt of an invoice and of Subtenant’s architect’s certificate indicating that the work related to such invoice is complete. Sublandlord shall pay the tenant improvement allowance to Subtenant or, in Sublandlord’s discretion, directly to the contractor and subcontractor(s) performing 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 If, following completion of the Tenant Initial Subtenant Improvements or in accordance with the space plan, 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 Allowance remains, the Subtenant may apply the excess, not to a Building standard general office condition; provided, however, that Landlord shall not require Tenant to remove upon termination exceed 50% 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 $821,440.00 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 theretoallowance toward Rent due under this Sublease.

Tenant Improvement Allowance. Commencing (a) Tenant shall accept the Demised Premises in its “as-is” condition for the Second Amendment Lease Term and Landlord shall have no obligation to make or pay for any improvements to the Demised Premises, except as of January 1, 2011, expressly provided herein. Tenant shall be entitled to use the “Tenant Improvement Allowance”, as defined in Section 2 of this Amendment, for the costs relating construct improvements to the design and construction of Tenant’s improvements or which are otherwise Demised Premises (“Tenant Improvement Allowance items,” as that term is defined in Section 2.2.1, below (collectively, the “Second Extension Tenant Improvements”), subject to the terms and conditions provided in this 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 Second Extension Tenant Improvements shall be subject to Landlord’s reasonable approval of the plans and specifications therefor (and any change orders). Tenant shall be required to use Landlord’s construction management team to oversee and manage the design and construction process for the Second Extension Tenant Improvements. No construction management, design, and coordination fees shall apply for any Second Extension Tenant Improvements, nor to cosmetic maintenance or any cosmetic upgrades (such as, but not limited to painting, carpeting, and other surface treatments). Tenant Improvement Allowance Items, as defined below, shall construct the Second Extension Tenant Improvements in a total amount which exceeds good and workmanlike manner, using new materials and in all respects in accordance with federal, state and local laws, ordinances and codes and the sum terms and conditions of the Lease. Tenant shall be responsible for obtaining all building permits and other governmental approvals required for the construction of the Second Extension Tenant Improvements. Notwithstanding anything to the contrary, no delay in construction of the Second Extension Tenant Improvements shall delay the commencement date of the Second Extended Lease Term or Tenant’s obligation to pay rent for the Demised Premises. (b) Landlord shall pay up to $208,400.00 (which is up to $10.00 per square foot of Floor Area of the Demised Premises) (“Second Extension Tenant Improvement Allowance. All Tenant Improvements for which ”) towards the Tenant Improvement Allowance has been made available shall be deemed Landlord’s property under 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 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 Second Extension Tenant Improvements and to repair any damage to the Premises Tenant shall pay all other costs and Building caused by such removal and return the affected portion expenses 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 Second Extension 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 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 a leasehold improvement allowance of January 1up to $30.00 per rentable square foot of the Premises (the "Allowance") toward the cost of the Initial Tenant Improvements (including the cost of architectural, 2011engineering and construction drawings, of reasonable moving expenses, of obtaining necessary permits and of constructing the interior improvements, except that Tenant may not use the Allowance to pay for trade fixtures, equipment, furniture or other removable personal property of Tenant). The Allowance shall be disbursed to Tenant by Landlord promptly after submission by Tenant to Landlord of evidence of the costs and expenses of the Initial Tenant Improvements, evidence of payment thereof by Tenant, lien waivers from all persons supplying labor or materials to the Initial Tenant Improvements, and any other information or documentation that Landlord may reasonably request (including the requirements for final disbursement listed in the following paragraph). If the costs and expenses of the Initial Tenant Improvements, whether constructed by Landlord or by Tenant, exceed the Allowance, Tenant shall be entitled to use the “solely responsible for payment of any excess. Landlord shall not charge Tenant Improvement Allowance”, as defined in Section 2 of this Amendment, for the costs relating to the design and a construction of Tenant’s improvements supervision 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 similar fee in connection with Tenant’s any oversight by Landlord of the construction of the Initial Tenant Improvements and Landlord shall not charge Tenant any fee for Landlord's review of plans or any construction drawings for the Initial Tenant Improvements. If Tenant requests, Landlord agrees to disburse the Allowance pursuant to monthly "draws", in accordance with this paragraph. To request a disbursement from the Allowance, Tenant may submit (no more frequently than monthly) an application for payment prepared by Tenant's contractor for the Initial Tenant Improvement work completed and Landlord will pay a pro rata portion (if the estimated costs for the construction of the Initial Tenant Improvements exceed the Allowance; Tenant shall be responsible to pay at that time its pro rata portion of the cost of the work covered by the application for payment) of a properly submitted application for payment based on the total estimated costs for the Initial Tenant Improvements. A properly submitted application for payment must include a general contractor's affidavit and unconditional lien waivers and subcontractor's lien waivers and an affidavit from Tenant's general contractor certifying the cost and stating that it has delivered to Landlord all lien waivers and that the contractor has paid all debts for Initial Tenant Improvements, all in form and substance reasonably acceptable to Landlord and such other documentation as Landlord may reasonably request. Landlord will pay its pro rata portion of a properly submitted application for payment within 30 days of receipt. Landlord will only pay the last installment of the Allowance Itemsupon final completion of the Initial Tenant Improvements, the issuance of a certificate of occupancy by the appropriate governmental authorities, receipt of Tenant's signed statement that it is satisfied with the Initial Tenant Improvements and that all contractors have been paid, receipt of a certificate of completion signed by Tenant's architect, and receipt of a complete set of "as defined belowbuilt" plans and specifications. Landlord shall have no obligation to make any final disbursement of the Allowance, unless, in connection therewith, Tenant delivers to Landlord a total amount which exceeds statement signed by Tenant acknowledging that the sum of the Tenant Improvement Allowance. All Tenant Improvements for which the Tenant Improvement entire Allowance has been made available disbursed in full to Tenant and that the offset rights provided in the following paragraph are of no further force or effect. If Landlord shall be deemed Landlord’s property under default in its obligation to fund the terms Allowance, Tenant may provide Landlord written notice of default, which notice shall specify the amount of the Lease; providedAllowance Tenant claims Landlord has failed to pay. If Landlord fails to cure the default within 30 days following Tenant's notice, however, Tenant may set off the Allowance owed to Tenant against Minimum Annual Rent (but not payments of Operating Expenses) payable under this lease subject to the following condition: if Landlord may, disputes in good faith (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 ) Tenant's right to the end of the Lease Term or promptly following any earlier termination of this Leaseclaimed unfunded Allowance, 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 right of setoff hereunder unless and until Tenant has obtained a final, non-appealable money judgment in favor of Tenant. If the total Allowance disbursed by Landlord to Tenant (the "Actual Allowance") is less than $30.00 multiplied by the rentable square footage of the Premises (the "Available Allowance"), the Minimum Annual Rent payable with respect theretoto each lease year during the initial Term will be decreased by an amount equal to (i) the difference between the Available Allowance and the Actual Allowance disbursed, multiplied by (ii) .2055. For example, if the Actual Allowance disbursed is $100,000 less than the Available Allowance of $30 per rentable square foot, the Minimum Annual Rent payable in each lease year of the initial Term shall be decreased by $20,550 ($100,000 times .2055). At Tenant's request (which request must be made prior to February 15, 2001), Landlord will increase the Allowance by an amount not to exceed $2.00 per rentable square foot (the "Increase"). In such event, the Minimum Annual Rent will be increased by an amount equal to the Increase multiplied by .2316. For example, if the Increase in the Allowance is $150,000, the Minimum Annual Rent will increase by $34,740 ($150,000 times .2316).

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 by Landlord up to the amount set forth in Section 5 of the Summary (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, less any reduction in or charge against such amount expressly allowed to be made from the Tenant Improvement Allowance pursuant to any applicable provisions of the Lease or of this Tenant Work Letter. 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 (and Additional TI Allowance, if Tenant elects to use such amounts), including (but not limited to) any costs or cost increases incurred as a result of Tenant Delays, governmental requirements or unanticipated conditions (unless caused by Landlord or otherwise disallowed pursuant to Section 2(d)(i) of this Tenant Work Letter), 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 (and Additional TI Allowance”, as defined if Tenant elects to use such amounts) toward the Cost of Improvements of the Tenant Improvements (subject to any applicable restrictions, 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, (i) under no circumstances shall the Tenant Improvement Allowance or any portion thereof be used or useable by Tenant for any moving or relocation expenses of Tenant, or for any Cost of Improvement (or any other cost or expense) associated with any moveable furniture or trade fixtures, 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 is which has not disbursed been claimed or allocated for disbursement drawn by December 31Tenant prior to July 1, 20132019, shall revert expire and shall no longer be available to Landlord and Tenant shall have no further rights with respect theretothereafter.