Common use of Tenant’s Work Clause in Contracts

Tenant’s Work. Subject to any restrictions, conditions or limitations expressly set forth in this Workletter or in the Lease or as otherwise expressly provided by mutual written agreement of Landlord and Tenant, the cost of construction of the Tenant Improvements shall be paid or reimbursed by Landlord up to a maximum contribution by Landlord equal to One Hundred Twenty-Five Dollars ($125.00) per square foot times the square footage of the Premises as determined pursuant to Section 3.1(c) of the Lease, or approximately Five Million Seven Hundred Nine Thousand Seven Hundred Fifty Dollars ($5,709,750) in total (such maximum amount, the “Tenant Improvement Allowance”), less any reduction in or charge against such sums pursuant to any applicable provisions of the Lease or of this Workletter. Except as otherwise expressly provided in this Workletter, in the Lease or by mutual written agreement of Landlord and Tenant, 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 Unavoidable Delays, governmental requirements or unanticipated conditions, but Tenant shall be entitled to use or apply the entire Tenant Improvement Allowance for the Tenant Improvements (subject to any applicable restrictions, conditions, limitations, reductions or charges as described above) prior to being required to expend any of Tenant’s own funds on an unreimbursed basis for the Tenant Improvements. The funding of the Tenant Improvement Allowance shall be made on a monthly basis or at other convenient intervals mutually approved by Landlord and Tenant and in all other respects shall be based on such commercially reasonable disbursement conditions and procedures as Landlord, Project Manager and Landlord’s lender (if any) may reasonably prescribe (which conditions may include, without limitation, delivery of invoices and/or other evidence reasonably satisfactory to Landlord or Project Manager that Landlord or Tenant, as applicable, has expended or incurred expenses for the design and construction of Tenant Improvements for which the Tenant Improvement Allowance is eligible to be expended or applied, and delivery of conditional or unconditional lien releases from all parties performing the applicable work), which procedures shall (without limitation) be generally consistent with the TI Allowance Disbursement Diagram. Since the parties intend that Landlord will perform most (if not all) of the Tenant Improvements and will hold the contracts for the same, Landlord will generally make direct payment of amounts due to the TI General Contractor, the TI Architect and others under applicable contracts and will charge such payments against the Tenant Improvement Allowance, but prior to making any such payments, Landlord will first present Tenant with a copy of the full “draw request package” (including invoices, certifications, lien releases and similar items substantially comparable to the documentation that would be required from Tenant with respect to any funding of portions of the Tenant Improvement Allowance to be applied to Tenant’s Work, if any) and will request Tenant’s approval (not to be unreasonably withheld, conditioned or delayed) of the proposed disbursements. To the extent Tenant objects to any such proposed disbursements, Landlord shall still be entitled to make payments to the extent Landlord in its sole discretion determines that such payment is required or appropriate, but amounts not approved by Tenant (so long as such approval is not unreasonably withheld or conditioned) shall not be chargeable against the Tenant Improvement Allowance. Notwithstanding the foregoing provisions, (i) under no circumstances shall the Tenant Improvement Allowance or any portion thereof be used or useable 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, 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) any portion of the Tenant Improvement Allowance which has not been claimed or drawn by Tenant within eighteen (18) months after the Rent Commencement Date shall expire and shall no longer be available to Tenant thereafter.

Tenant’s Work. Subject to any restrictionsLandlord and Tenant agree that Gutixxxxx Xxxstruction Co., conditions or limitations expressly Inc. will construct the tenant improvements set forth in this Workletter or in on the Lease or Tenant's Plans (hereinafter "Tenant's Work") with respect to the Premises at cost (as otherwise expressly provided hereinafter defined), plus an amount for general conditions of seven percent (7%) (not to exceed $420,000.00) and a Landlord's contractor's fee of six percent (6%) of such aggregate cost, less an amount equal to the allowance set forth on Exhibit M attached hereto and made a part hereof. In order to provide for payment by mutual written agreement Tenant of Landlord and Tenant, the cost of construction of the Tenant Improvements shall be paid or reimbursed by Landlord up to a maximum contribution by Landlord equal to One Hundred Twenty-Five Dollars ($125.00) per square foot times the square footage of the Premises as determined pursuant to Section 3.1(c) of the Lease, or approximately Five Million Seven Hundred Nine Thousand Seven Hundred Fifty Dollars ($5,709,750) in total (such maximum amountTenant's Work, the “Tenant Improvement Allowance”)Net Additional Cost of Landlord's Work, and any additional costs due to Change Orders provided for hereunder, less any reduction in or charge against such sums pursuant to any applicable provisions of the Lease or of this Workletter. Except as otherwise expressly provided in this Workletter, in the Lease or by mutual written agreement of Landlord and Tenantsaid allowance, Tenant shall be responsible, at its sole cost and expense, for payment of the entire Cost of Improvements of the expressly covenants with Landlord that Tenant Improvements in excess of the Tenant Improvement Allowance, including (but not limited to) any costs or cost increases incurred as a result of Unavoidable Delays, governmental requirements or unanticipated conditions, but Tenant shall be entitled agrees to use or apply the entire Tenant Improvement Allowance for the Tenant Improvements (subject to any applicable restrictions, conditions, limitations, reductions or charges as described above) prior to being required to expend any of Tenant’s own funds on deposit into an unreimbursed basis for the Tenant Improvements. The funding of the Tenant Improvement Allowance shall be made on a monthly basis or at other convenient intervals mutually approved by Landlord and Tenant and in all other respects shall be based on such commercially reasonable disbursement conditions and procedures as Landlord, Project Manager and Landlord’s lender (if any) may reasonably prescribe (which conditions may include, without limitation, delivery of invoices and/or other evidence reasonably satisfactory to Landlord or Project Manager that Landlord or Tenant, as applicable, has expended or incurred expenses for the design and construction of Tenant Improvements for which the Tenant Improvement Allowance is eligible interest-bearing account to be expended established and maintained by Landlord's mortgagee (or applied, and delivery of conditional or unconditional lien releases from all parties performing such other escrow agent mutually agreed upon by the applicable workparties), which procedures shall (without limitation) be generally consistent with the TI Allowance Disbursement Diagram. Since the parties intend that Landlord will perform most (if not all) of the Tenant Improvements and will hold the contracts for the same, Landlord will generally make direct payment of amounts due to the TI General Contractor, the TI Architect and others under applicable contracts and will charge such payments against the Tenant Improvement Allowance, but prior to making any such payments, Landlord will first present Tenant with a copy of the full “draw request package” (including invoices, certifications, lien releases and similar items substantially comparable to the documentation that would be required from Tenant with respect to any funding of portions of the Tenant Improvement Allowance to be applied to Tenant’s Work, if any) and will request Tenant’s approval (not to be unreasonably withheld, conditioned or delayed) of the proposed disbursements. To the extent Tenant objects to any such proposed disbursements, Landlord shall still be entitled to make payments to the extent Landlord in its sole discretion determines that such payment is required or appropriate, but amounts not approved by Tenant (so long as such approval is not unreasonably withheld or conditioned) shall not be chargeable against the Tenant Improvement Allowance. Notwithstanding the foregoing provisions, (i) under no circumstances shall the Tenant Improvement Allowance or any portion thereof be used or useable for any moving or relocation expenses of Tenantby April 1, or for any Cost of Improvement 2000, $3,000,000.00 (or any other cost or expensei.e. forty-three percent (43%) associated with any moveable furniture, 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 LeaseTotal Estimated Cost set forth below), and (ii) any portion by October 1, 2000, an additional $4,000,000.00 (i.e. fifty-seven percent (57%) of the Total Estimated Cost as set forth below). Tenant's deposits into escrow shall be released by Landlord's construction mortgagee, as escrow agent, to Landlord, or its contractors, as the case may be, upon Substantial Completion of Landlord's Work and Tenant's Work, as provided in Section 3.2 hereof. Tenant Improvement Allowance which has not been claimed shall be responsible for payment of escrow fees, if any, incurred by Landlord or drawn Tenant in connection with such escrow account. In addition, Tenant shall be responsible for interest costs and one-half percent (1/2 %) commitment fee incurred by Landlord in connection with its financing of the cost of Tenant's Work and Change Orders, as applicable. Any and all interest earned on the escrowed funds shall be payable to Tenant at such time as the escrow is released by Landlord's mortgagee, or such other mutually agreed upon escrow agent as aforesaid. It is acknowledged and agreed by Landlord and Tenant that Landlord's mortgagee shall have no right to set off such escrow account against any of Landlord's obligations with its mortgagee. In the event that this Lease is terminated by Tenant within eighteen pursuant to the provisions of Section 3.2, Landlord's mortgagee shall release all amounts in the escrow account (18including interest) months after to Tenant. The total estimated cost to complete the Rent Commencement Date Tenant's Work under this Lease is seven million dollars ($7,000,000.00) or forty dollars ($46.67) per square foot (hereinafter, the "Total Estimated Cost"). To the extent that the actual cost of the Tenant's Work, Net Additional Cost of Landlord's Work and/or Change Orders, as determined by this Article, is greater than the Total Estimated Cost, Landlord shall expire and shall no longer be available to provide Tenant thereafter.with written notice of such fact together with

Tenant’s Work. Subject to any restrictions, conditions or limitations expressly set forth in this Workletter or in the Lease or Except as otherwise expressly provided in this Workletter (including, but not limited to, the cost allocations set forth in SCHEDULE C-2 attached hereto) or by mutual written agreement of Landlord and Tenant, (i) the cost of construction of the Tenant Improvements shall be paid or reimbursed borne by Landlord up to a maximum contribution by Landlord equal to One Hundred Twenty-Five Dollars (Cost of Improvements of $125.00) 100.00 per square foot times of space in the square footage of the Premises as determined pursuant to Building (measured in accordance with Section 3.1(c3.1(d) of the Lease, or approximately Five Million Seven Hundred Nine Thousand Seven Hundred Fifty Dollars ) for such Tenant Improvements and ($5,709,750ii) in total (such maximum amount, the “Tenant Improvement Allowance”), less any reduction in or charge against such sums pursuant to any applicable provisions cost of construction of the Lease or Tenant Improvements in excess of this Workletter. Except as otherwise expressly provided in this Workletter, $100.00 per square foot of space in the Lease or Building for such Tenant Improvements up to a maximum additional cost of $30.00 per square foot shall be borne fifty percent (50%) by mutual written agreement of Landlord and fifty percent (50%) by Tenant, equating to a maximum total contribution by Landlord to the Cost of Improvements for the Tenant Improvements of $115.00 per square foot (the "TENANT IMPROVEMENT ALLOWANCE") if the total Cost of Improvements for the Tenant Improvements is $130.00 per square foot. Tenant shall be responsible, at its sole cost and expense, for payment of fifty percent (50%) of the first $30.00 per square foot of the Cost of Improvements of the Tenant Improvements in excess of $100.00 per square foot, for the entire Cost of Improvements of the Tenant Improvements in excess of $130.00 per square foot (if any such excess occurs) and for the entire cost of any Tenant's Work that is not part of the Tenant Improvement AllowanceImprovements, including (but not limited to) ), in each case, any costs or cost increases incurred as a result of Unavoidable Delays, governmental requirements or unanticipated conditions. The rental schedule set forth in Section 3.1(a) of the Lease is subject to adjustment based on the Cost of Improvements of the Tenant Improvements, to the extent the total final contribution of Landlord toward the Cost of Improvements for the Tenant Improvements is less than $115.00 per square foot but Tenant shall be entitled to use or apply not less than $100.00 per square foot, in accordance with the entire Tenant Improvement Allowance provisions of Section 3.1(e) of the Lease. The funding of Landlord's share of the Cost of Improvements for the Tenant Improvements (subject to any applicable restrictions, conditions, limitations, reductions or charges as described above) prior to being required to expend any of Tenant’s own funds on an unreimbursed basis for the Tenant Improvements. The funding 100% of the Tenant Improvement Allowance first $100.00 per square foot of such Cost of Improvements and 50% of each $1.00 per square foot of such Cost of Improvements in excess of $100.00 per square foot but not in excess of $130.00 per square foot) shall be made on a monthly basis or at other convenient intervals mutually approved by Landlord and Tenant and in all other respects shall be based on such commercially reasonable disbursement conditions and procedures as Landlord, Project Manager Landlord and Landlord’s 's lender (if any) may reasonably prescribe prescribe, including (which conditions may include, without limitation, delivery of invoices and/or other evidence reasonably satisfactory to Landlord or Project Manager that Landlord or Tenantbut not limited to), as applicableto the shared portion of such Cost of Improvements, has expended prior or incurred expenses for concurrent payment of Tenant's share of the design and construction applicable Cost of Tenant Improvements for which Improvements. Notwithstanding any other provisions of this Paragraph 4(b), to the extent any amounts are deducted from or charged against the Tenant Improvement Allowance is eligible pursuant to be expended the final sentence of Paragraph 4(a) hereof, whether as a result of implemented Change Order Requests, Tenant Delays and/or Unavoidable Delays or appliedotherwise, and delivery of conditional or unconditional lien releases from all parties performing the applicable work), which procedures such amounts shall (without limitation) be generally consistent with the TI Allowance Disbursement Diagram. Since the parties intend that Landlord will perform most (if not all) result in a reduction of the Tenant Improvements and will hold the contracts for the same, Landlord will generally make direct payment of amounts due to the TI General Contractor, the TI Architect and others under applicable contracts and will charge such payments against the Tenant Improvement Allowance, but prior to making any such payments, Landlord will first present Tenant with a copy of the full “draw request package” (including invoices, certifications, lien releases and similar items substantially comparable to the documentation that would be required from Tenant with respect to any funding of portions $100.00 per square foot) tranche of the Tenant Improvement Allowance that is borne 100% by Landlord with respect to be applied to Tenant’s Workthe Tenant Improvements, if any) and will request Tenant’s approval (not to be unreasonably withheld, conditioned or delayed) the application of the proposed disbursements. To the extent Tenant objects to any such proposed disbursements, Landlord shall still be entitled to make payments to the extent Landlord in its sole discretion determines that such payment is required or appropriate, but amounts not approved by Tenant (so long as such approval is not unreasonably withheld or conditioned) shall not be chargeable against the Tenant Improvement Allowance. Notwithstanding the foregoing provisions, (i) under no circumstances shall the Tenant Improvement Allowance or any portion thereof be used or useable 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, 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) any portion second tranche of the Tenant Improvement Allowance which has not been claimed or drawn ($30.00 per square foot, borne 50% by Landlord and 50% by Tenant, up to a maximum contribution of $15.00 per square foot by Landlord) with respect to the Tenant within eighteen Improvements shall commence upon exhaustion of the first tranche of the Tenant Improvement Allowance as so reduced. The foregoing Tenant Improvement Allowance assumes a building composed of a minimum of 60% laboratory space and a maximum of 40% office space, and is subject to reduction (18and/or to disapproval by Landlord of Tenant's proposed plans and specifications for the Tenant Improvements) months after if the Rent Commencement Date shall expire and shall no longer be available to Tenant thereafterproposed laboratory space is less than 60% of the square footage of the Building.

Tenant’s Work. Subject to any restrictions, conditions or limitations expressly set forth in this Workletter or in the Lease or Except as otherwise expressly provided in this Workletter (including, but not limited to, the cost allocations set forth in Schedules C-1 and C-2 attached hereto) or by mutual written agreement of Landlord and Tenant, the cost of construction of the Tenant Improvements Tenant's Work shall be paid or reimbursed borne by Landlord up to a maximum contribution by Landlord equal to One Hundred Twenty-Five Dollars ($125.00) per square foot times the square footage of the Premises as determined pursuant to Section 3.1(c) of the Lease, or approximately Five Million Seven Hundred Nine Thousand Seven Hundred Fifty Dollars ($5,709,750) in total (such maximum amount, the “Tenant Improvement Allowance”), less any reduction in or charge against such sums pursuant to any applicable provisions of the Lease or of this Workletter. Except as otherwise expressly provided in this Workletter, in the Lease or by mutual written agreement of Landlord and Tenant, 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 Unavoidable Delays, governmental requirements or unanticipated conditions. Notwithstanding the foregoing sentence, but the Cost of Improvements with respect to the construction of the Tenant Improvements in each Building shall be borne by Landlord up to a maximum contribution by Landlord equal to One Hundred Ninety and No/100 Dollars ($190.00) per square foot, in the case of each of the Phase I Buildings (including the Connector Bridge), and One Hundred Forty-Five and No/100 Dollars ($145.00) per square foot, in the case of each phase of the Phase II Building, times the square footage of the applicable Building, as and when constructed (measured in accordance with Sections 1.1(c) and 3.1(d) of the Lease), toward the Cost of Improvements for the Tenant Improvements in the respective Buildings (the "Tenant Improvement Allowance"), less any reduction in such sum pursuant to Paragraph 4(a) or any other applicable provision of this Workletter. Tenant shall be entitled to use or apply utilize the entire Tenant Improvement Allowance for the Tenant Improvements (subject to any applicable restrictions, conditions, limitations, reductions each respective Building or charges as described above) phase prior to being required to expend any of Tenant’s 's own funds on an unreimbursed basis for Tenant Improvements in such Building or phase. In all other respects, the timing, conditions and other procedures for Landlord's disbursement of the Tenant Improvements. The funding Improvement Allowance for each Building or phase shall be as reasonably prescribed by Landlord, subject to approval by Tenant (which approval shall not be unreasonably withheld or delayed by Tenant); provided, however, that progress payments of the Tenant Improvement Allowance shall be made on a monthly basis or at other convenient intervals mutually approved by Landlord and Tenant and in not less often than monthly, subject to Tenant's timely compliance with all other respects shall be based on such commercially reasonable disbursement applicable conditions and procedures as Landlord, Project Manager and Landlord’s lender (if any) may reasonably prescribe (which conditions may include, without limitation, delivery established pursuant to this sentence. To the extent the Cost of invoices and/or other evidence reasonably satisfactory Improvement with respect to Landlord or Project Manager that Landlord or Tenant, as applicable, has expended or incurred expenses for the design and construction of Tenant Improvements for which any Building or Phase exceeds the Tenant Improvement Allowance is eligible to be expended or applied(as reduced, and delivery of conditional or unconditional lien releases from all parties performing the applicable workif applicable), which procedures whether as a result of implemented Change Order Requests, Tenant Delays and/or Unavoidable Delays or otherwise, the amount of such excess shall (without limitation) in all events be generally consistent with Tenant's sole responsibility and expense. The rental amounts set forth in Section 3.1 of the TI Allowance Disbursement Diagram. Since Lease are not subject to adjustment based on the parties intend that Landlord will perform most (if not all) Cost of Improvements of the Tenant Improvements, regardless of whether the final Cost of Improvements and will hold the contracts for the same, Landlord will generally make direct payment of amounts due to Tenant Improvements in any Building or Phase uses the TI General Contractor, the TI Architect and others under applicable contracts and will charge such payments against the Tenant Improvement Allowance, but prior to making any such payments, Landlord will first present Tenant with a copy of the full “draw request package” (including invoices, certifications, lien releases and similar items substantially comparable to the documentation that would be required from Tenant with respect to any funding of portions of the Tenant Improvement Allowance to be applied to Tenant’s Work, if any) and will request Tenant’s approval (not to be unreasonably withheld, conditioned or delayed) of the proposed disbursements. To the extent Tenant objects to any such proposed disbursements, Landlord shall still be entitled to make payments to the extent Landlord in its sole discretion determines that such payment is required or appropriate, but amounts not approved by Tenant (so long as such approval is not unreasonably withheld or conditioned) shall not be chargeable against the Tenant Improvement Allowance. Notwithstanding the foregoing provisions, (i) under no circumstances shall the entire Tenant Improvement Allowance or any portion thereof be used or useable 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, 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) any portion of the not. The foregoing Tenant Improvement Allowance which has not been claimed or drawn assumes that each Phase I Building will be composed of a minimum of 65% laboratory space and a maximum of 35% office space, and that the Phase II Building will be composed of a minimum of 50% laboratory space and a maximum of 50% office space, and such Tenant Improvement Allowance shall be subject to reduction (and/or to disapproval by Landlord of Tenant's proposed plans and specifications for the Tenant within eighteen (18Improvements in the applicable Building) months after if the Rent Commencement Date proposed laboratory space in a Building is less than the minimum percentage specified in this sentence. The square footage attributable to the Connector Bridge shall expire and shall no longer be available disregarded for purposes of applying the ratios set forth in the preceding sentence to Tenant thereafterthe Phase I Buildings.

Tenant’s Work. Subject Landlord shall pay to Tenant a “Construction Allowance” of up to $1,160,950.00 with respect to the Suites added by this Amendment (calculated as $35.00 per rentable square foot times 33,170 rentable square feet), but not exceeding the actual hard construction costs of Tenant’s Work (as defined below). In addition to the Construction Allowance, Landlord shall also reimburse to Tenant up to $4,975.50 for Tenant’s documented costs paid to third parties for the preparation of a space plan for the Suites added by this Amendment. As used herein, the term “Tenant’s Work” means all tenant improvements made by Tenant to the Suites added by this Amendment (and any restrictionsother work for which Tenant is allowed to use the Construction Allowance), conditions or limitations expressly and the term “Working Drawings” means the construction drawings and specifications relating to such Tenant’s Work. Tenant’s Work shall be carried out as Alterations in accordance with the terms of Article 6 of the Original Lease, and shall be subject to the additional requirements set forth in this Workletter or Section 3 and Sections 5 through 12 of Exhibit B to the Original Lease (including, without limitation, Landlord’s obligation to respond to Tenant’s Preliminary Plans and Working Drawings in the Lease or as otherwise expressly provided by mutual written agreement of Landlord manner described in Sections 5(a) and Tenant, the cost of construction of the Tenant Improvements shall be paid or reimbursed by Landlord up to a maximum contribution by Landlord equal to One Hundred Twenty-Five Dollars ($125.00) per square foot times the square footage of the Premises as determined pursuant to Section 3.1(c5(b) of Exhibit B to the Original Lease, or approximately Five Million Seven Hundred Nine Thousand Seven Hundred Fifty Dollars ($5,709,750) in total (such maximum amount, the “Tenant Improvement Allowance”), less any reduction in or charge against such sums pursuant which are incorporated herein by reference (with references to any applicable provisions of the Lease or of 11th Floor Premises and the 12th Floor Premises being deemed references to the Suites added by this WorkletterAmendment). Except as otherwise expressly provided in this WorkletterTenant’s Work shall also be deemed to include, in the Lease or by mutual written agreement of Landlord and Tenant, Tenant shall be responsible, required to perform 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 Unavoidable Delays, governmental requirements or unanticipated conditions, but Tenant shall be entitled to use or apply the entire Tenant Improvement Allowance for the Tenant Improvements expense (subject to any applicable restrictionsthe Construction Allowance), conditions, limitations, reductions or charges as described above) prior to being required to expend any of Tenant’s own funds on an unreimbursed basis for the Tenant Improvements. The funding of the Tenant Improvement Allowance shall be made on a monthly basis or at other convenient intervals mutually approved by Landlord and Tenant and in all other respects shall be based on such commercially reasonable disbursement conditions and procedures as Landlordwork that is: (i) triggered or necessitated under applicable Laws by the work described in the Working Drawings (or any other work performed by Tenant), Project Manager and Landlord’s lender (if any) may reasonably prescribe (which conditions may includeincluding, without limitation, delivery of invoices and/or other evidence reasonably satisfactory to Landlord or Project Manager that Landlord or Tenant, as applicable, has expended or incurred expenses for the design all fire and construction of Tenant Improvements for which the Tenant Improvement Allowance is eligible life safety code compliance work and all work required to be expended or applied, performed pursuant to applicable Laws relating to handicap access (but subject to the terms of Section 13(b) below regarding Landlord’s Work in the Common Areas and delivery of conditional or unconditional lien releases from all parties performing to Section 13(e) below regarding the applicable workTitle 24 Work), which procedures shall ; and/or (without limitationii) be generally consistent required in connection with the TI Allowance Disbursement Diagram. Since the parties intend that Landlord will perform most (if not all) performance of the Tenant Improvements and will hold work described in the contracts for the same, Landlord will generally make direct payment of amounts due to the TI General Contractor, the TI Architect and others under applicable contracts and will charge such payments against the Tenant Improvement Allowance, but prior to making any such payments, Landlord will first present Tenant with a copy of the full “draw request package” (including invoices, certifications, lien releases and similar items substantially comparable to the documentation that would be required from Tenant with respect to any funding of portions of the Tenant Improvement Allowance to be applied to Tenant’s Work, if any) and will request Tenant’s approval (not to be unreasonably withheld, conditioned or delayed) of the proposed disbursements. To the extent Tenant objects to any such proposed disbursements, Landlord shall still be entitled to make payments to the extent Landlord in its sole discretion determines that such payment is required or appropriate, but amounts not approved by Tenant (so long as such approval is not unreasonably withheld or conditioned) shall not be chargeable against the Tenant Improvement Allowance. Notwithstanding the foregoing provisions, (i) under no circumstances shall the Tenant Improvement Allowance or any portion thereof be used or useable for any moving or relocation expenses of Tenant, or for any Cost of Improvement Working Drawings (or any other cost work performed by Tenant) due to physical site conditions or expense) associated with any moveable furniture, 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) any portion of the Tenant Improvement Allowance which has not been claimed or drawn by Tenant within eighteen (18) months after the Rent Commencement Date shall expire and shall no longer be available to Tenant thereafterengineering requirements.

Tenant’s Work. Subject Any improvements which Tenant desires to any restrictions, conditions or limitations expressly set forth in this Workletter or in make to the Lease or as otherwise expressly provided by mutual written agreement of Landlord and Tenant, Premises subsequent to the cost of construction commencement of the Tenant Improvements term of this Lease shall require Landlord’s prior written consent pursuant to the provisions of, and shall be paid performed by Tenant as Alterations in accordance with the requirements of ARTICLE 6, provided, however, that Landlord shall not unreasonably withhold or reimbursed by Landlord up condition its consent to a maximum contribution by Landlord equal to One Hundred Twenty-Five Dollars ($125.00) per square foot times the square footage making of the Premises as determined pursuant to Section 3.1(c) of the Lease, or approximately Five Million Seven Hundred Nine Thousand Seven Hundred Fifty Dollars ($5,709,750) in total (any such maximum amount, the “Tenant Improvement Allowance”), less any reduction in or charge against such sums pursuant to any applicable provisions of the Lease or of this Workletter. Except as otherwise expressly provided in this Workletter, in the Lease or by mutual written agreement of Landlord and Tenant, initial tenant improvements Tenant shall be responsibleresponsible for obtaining all governmental approvals, permits and licenses required for such work and for Tenant’s use and occupancy of the Premises, including without limitation a certificate of occupancy or its equivalent and shall provide Landlord with a copy of all such approvals, permits, licenses and certificates. Additionally, Xxxxxx agrees that if any work must be undertaken within the Premises in order for Landlord or any other tenant in the Building to be able to obtain a certificate of occupancy or its equivalent for any other portion of the Building (such as, by way of example only, life safety work), Tenant will, promptly upon its receipt of written notice from Landlord identifying such work, commence such work and thereafter diligently pursue the same to completion (such work in any event to be completed within thirty (30) days after Landlord’s written notice), all such work to be performed at its Xxxxxx’s sole cost and expense. If Tenant fails to promptly commence, for payment of the entire Cost of Improvements of the Tenant Improvements pursue and complete all such work identified in excess of the Tenant Improvement Allowance, including (but not limited to) any costs or cost increases incurred as a result of Unavoidable Delays, governmental requirements or unanticipated conditions, but Tenant shall be entitled to use or apply the entire Tenant Improvement Allowance for the Tenant Improvements (subject to any applicable restrictions, conditions, limitations, reductions or charges as described above) prior to being required to expend any of Tenant’s own funds on an unreimbursed basis for the Tenant Improvements. The funding of the Tenant Improvement Allowance shall be made on a monthly basis or at other convenient intervals mutually approved by Landlord and Tenant and in all other respects shall be based on such commercially reasonable disbursement conditions and procedures as Landlord, Project Manager and Landlord’s lender (if any) may reasonably prescribe (which conditions may include, without limitation, delivery of invoices and/or other evidence reasonably satisfactory to Landlord or Project Manager that Landlord or Tenant, as applicable, has expended or incurred expenses for the design and construction of Tenant Improvements for which the Tenant Improvement Allowance is eligible to be expended or applied, and delivery of conditional or unconditional lien releases from all parties performing the applicable work), which procedures shall (without limitation) be generally consistent with the TI Allowance Disbursement Diagram. Since the parties intend that Landlord will perform most (if not all) of the Tenant Improvements and will hold the contracts for the same, Landlord will generally make direct payment of amounts due to the TI General Contractor, the TI Architect and others under applicable contracts and will charge such payments against the Tenant Improvement Allowance, but prior to making any such payments, Landlord will first present Tenant with a copy of the full “draw request package” (including invoices, certifications, lien releases and similar items substantially comparable to the documentation that would be required from Tenant with respect to any funding of portions of the Tenant Improvement Allowance to be applied to Tenant’s Work, if any) and will request Tenant’s approval (not to be unreasonably withheld, conditioned or delayed) of the proposed disbursements. To the extent Tenant objects to any such proposed disbursementswritten notice, Landlord shall still be entitled have the right to make payments enter the Premises without further notice to Tenant and perform such work at the extent Landlord in its sole discretion determines that such payment is required or appropriate, but amounts not approved by Tenant (so long as such approval is not unreasonably withheld or conditioned) shall not be chargeable against the Tenant Improvement Allowance. Notwithstanding the foregoing provisions, (i) under no circumstances shall the Tenant Improvement Allowance or any portion thereof be used or useable for any moving or relocation expenses expense of Tenant, and all costs and expenses incurred by Xxxxxxxx in performing such work, together with interest thereon at the rate specified in Section 4.9 from the date incurred by Landlord until paid in full by Xxxxxx, shall be paid by Tenant to Landlord within thirty (30) days after submission of a bill or for any Cost of Improvement (or any other statement therefor. Promptly following written request from Tenant, Landlord shall cooperate with Tenant, at no additional cost or expense) associated with expense to Landlord, in obtaining any moveable furnituresuch governmental approvals, trade fixtures, personal property or any other item or element which, under the applicable provisions of the Lease, will not become Landlord’s property permits and remain with the Building upon expiration or termination of the Lease, and (ii) any portion of the Tenant Improvement Allowance which has not been claimed or drawn by Tenant within eighteen (18) months after the Rent Commencement Date shall expire and shall no longer be available to Tenant thereafterlicenses.

Tenant’s Work. Subject to any restrictions, conditions or limitations expressly set forth in this Workletter or in the Lease or Except as otherwise expressly provided in this ------------- Workletter (including, but not limited to, the cost allocations set forth in Schedule C-2 attached hereto) or by mutual written agreement of Landlord and ------------ Tenant, the cost of construction of the Tenant Improvements shall be paid or reimbursed borne eighty-two percent (82%) by Landlord and eighteen percent (18%) by Tenant, up to a maximum contribution by Landlord equal to One Hundred Twenty-Five Dollars (Landlord's obligation of $125.00) 115.00 per square foot times of space in the square footage of the Premises as determined pursuant to Buildings (measured in accordance with Section 3.1(c3.1(d) of the Lease, or approximately Five Million Seven Hundred Nine Thousand Seven Hundred Fifty Dollars ($5,709,750) in total (such maximum amount, the “Tenant Improvement Allowance”), less any reduction in or charge against such sums pursuant equating to any applicable provisions a total Cost of Improvements for the Lease or Tenant Improvements of this Workletterapproximately $140.24 per square foot. Except as otherwise expressly provided in this Workletter, in the Lease or by mutual written agreement of Landlord and Tenant, Tenant shall be responsible, at its sole cost and expense, for payment of eighteen percent (18%) of the first $140.24 per square foot of the Cost of Improvements of the Tenant Improvements, for the entire Cost of Improvements of the Tenant Improvements in excess of $140.24 per square foot (if any such excess occurs) and for the entire cost of any Tenant's Work that is not part of the Tenant Improvement AllowanceImprovements, including (but not limited to) ), in each case, any costs or cost increases incurred as a result of Unavoidable Delays, governmental requirements or unanticipated conditions. The rental schedule set forth in Section 3.1(a) of the Lease is not subject to adjustment based on the --- Cost of Improvements of the Tenant Improvements, but Tenant shall be entitled to use or apply regardless of whether the entire Tenant Improvement Allowance final Cost of Improvements for the Tenant Improvements (subject uses the entire tenant improvement allowance of $115.00 per square foot that Landlord has agreed to any applicable restrictionsmake available as set forth above or is less than that amount, conditionsexcept to the ------ extent of the limited, limitations, reductions or charges as described abovetemporary adjustment provided under Section 3.1(e) prior of the Lease in the event Tenant elects to being required to expend any of Tenant’s own funds on an unreimbursed basis for have the Tenant ImprovementsImprovements in Building 2 constructed in two phases. The funding payment or disbursement of Landlord's and Tenant's respective shares of the cost of the Tenant Improvement Allowance Improvements (up to the maximum amount specified above, in the case of Landlord's share) shall be made on a monthly prorata basis or at other convenient intervals mutually approved by Landlord and Tenant and (in all other respects shall be based on the proportions set forth above) as such commercially reasonable disbursement conditions and procedures as Landlordcosts are actually incurred, Project Manager and Landlord’s lender (if any) may reasonably prescribe (which conditions may include, without limitation, delivery of invoices and/or other evidence reasonably satisfactory subject to Landlord or Project Manager that Landlord or Tenant, as applicable, has expended or incurred expenses for the design and construction of Tenant Improvements for which the Tenant Improvement Allowance is eligible to be expended or applied, and delivery of conditional or unconditional lien releases from all parties performing the applicable work), which procedures shall (without limitation) be generally consistent with the TI Allowance Disbursement Diagram. Since the parties intend that Landlord will perform most (if not all) of the Tenant Improvements and will hold the contracts for the same, Landlord will generally make direct payment of amounts due to the TI General Contractor, the TI Architect and others under applicable contracts and will charge such payments against the Tenant Improvement Allowance, but prior to making any such payments, Landlord will first present Tenant with a copy of the full “draw request package” (including invoices, certifications, lien releases and similar items substantially comparable to the documentation that would be required from Tenant with respect to any funding of portions of the Tenant Improvement Allowance to be applied to other reasonable requirements as Landlord and Tenant’s Work, if any) and will request Tenant’s approval (not to be unreasonably withheldrespectively, conditioned or delayed) of the proposed disbursementsmay reasonably impose. To the extent Tenant objects to any such proposed disbursements, Landlord shall still be entitled to make payments to the extent Landlord in its sole discretion determines that such payment is required or appropriate, but amounts not approved by Tenant (so long as such approval is not unreasonably withheld or conditioned) shall not be chargeable against the Tenant Improvement Allowance. Notwithstanding the foregoing provisions, (i) under no circumstances shall the Tenant Improvement Allowance or any portion thereof be used or useable for any moving or relocation expenses of Tenant, or for any Cost of Improvement with respect to the Tenant Improvements exceeds $140.24 per square foot (or reduced by 122% of any other cost or expense) associated with any moveable furniture, trade fixtures, personal property or any other item or element which, under the applicable provisions amounts deducted from Landlord's maximum payment obligation as a result of the Leasefinal sentence of Paragraph 4(a) hereof), will not become Landlord’s property whether as a result of Change Orders, Tenant Delays and/or Unavoidable Delays or otherwise, the amount of such excess shall in all events be Tenant's sole responsibility and remain with the Building upon expiration or termination of the Lease, and (ii) any portion of the Tenant Improvement Allowance which has not been claimed or drawn by Tenant within eighteen (18) months after the Rent Commencement Date shall expire and shall no longer be available to Tenant thereafterexpense.

Tenant’s Work. Subject to any restrictions, conditions or limitations expressly set forth in this Workletter or in the Lease or Except as otherwise expressly provided in this Workletter (including, but not limited to, the cost allocations set forth in Schedules C-1 and C-2 attached hereto) or by mutual written agreement of Landlord and Tenant, the cost of construction of the Tenant Improvements Tenant’s Work shall be paid or reimbursed borne by Landlord up to a maximum contribution by Landlord equal to One Hundred Twenty-Five Dollars ($125.00) per square foot times the square footage of the Premises as determined pursuant to Section 3.1(c) of the Lease, or approximately Five Million Seven Hundred Nine Thousand Seven Hundred Fifty Dollars ($5,709,750) in total (such maximum amount, the “Tenant Improvement Allowance”), less any reduction in or charge against such sums pursuant to any applicable provisions of the Lease or of this Workletter. Except as otherwise expressly provided in this Workletter, in the Lease or by mutual written agreement of Landlord and Tenant, 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 Unavoidable Delays, governmental requirements or unanticipated conditions. Notwithstanding the foregoing sentence, but the Cost of Improvements with respect to the construction of the Tenant Improvements in each Building shall be borne by Landlord up to a maximum contribution by Landlord equal to One Hundred Ninety and No/100 Dollars ($190.00) per square foot, in the case of each of the Phase I Buildings (including the Connector Bridge), and One Hundred Forty-Five and No/100 Dollars ($145.00) per square foot, in the case of each phase of the Phase II Building, times the square footage of the applicable Building, as and when constructed (measured in accordance with Sections 1.1(c) and 3.1(d) of the Lease), toward the Cost of Improvements for the Tenant Improvements in the respective Buildings (the “Tenant Improvement Allowance”), less any reduction in such sum pursuant to Paragraph 4(a) or any other applicable provision of this Workletter. Tenant shall be entitled to use or apply utilize the entire Tenant Improvement Allowance for the Tenant Improvements (subject to any applicable restrictions, conditions, limitations, reductions each respective Building or charges as described above) phase prior to being required to expend any of Tenant’s own funds on an unreimbursed basis for Tenant Improvements in such Building or phase. In all other respects, the timing, conditions and other procedures for Landlord’s disbursement of the Tenant Improvements. The funding Improvement Allowance for each Building or phase shall be as reasonably prescribed by Landlord, subject to approval by Tenant (which approval shall not be unreasonably withheld or delayed by Tenant); provided, however, that progress payments of the Tenant Improvement Allowance shall be made on a monthly basis or at other convenient intervals mutually approved by Landlord and Tenant and in not less often than monthly, subject to Tenant’s timely compliance with all other respects shall be based on such commercially reasonable disbursement applicable conditions and procedures as Landlord, Project Manager and Landlord’s lender (if any) may reasonably prescribe (which conditions may include, without limitation, delivery established pursuant to this sentence. To the extent the Cost of invoices and/or other evidence reasonably satisfactory Improvement with respect to Landlord or Project Manager that Landlord or Tenant, as applicable, has expended or incurred expenses for the design and construction of Tenant Improvements for which any Building or Phase exceeds the Tenant Improvement Allowance is eligible to be expended or applied(as reduced, and delivery of conditional or unconditional lien releases from all parties performing the applicable workif applicable), which procedures whether as a result of implemented Change Order Requests, Tenant Delays and/or Unavoidable Delays or otherwise, the amount of such excess shall (without limitation) in all events be generally consistent with Tenant’s sole responsibility and expense. The rental amounts set forth in Section 3.1 of the TI Allowance Disbursement Diagram. Since Lease are not subject to adjustment based on the parties intend that Landlord will perform most (if not all) Cost of Improvements of the Tenant Improvements, regardless of whether the final Cost of Improvements and will hold the contracts for the same, Landlord will generally make direct payment of amounts due to Tenant Improvements in any Building or Phase uses the TI General Contractor, the TI Architect and others under applicable contracts and will charge such payments against the Tenant Improvement Allowance, but prior to making any such payments, Landlord will first present Tenant with a copy of the full “draw request package” (including invoices, certifications, lien releases and similar items substantially comparable to the documentation that would be required from Tenant with respect to any funding of portions of the Tenant Improvement Allowance to be applied to Tenant’s Work, if any) and will request Tenant’s approval (not to be unreasonably withheld, conditioned or delayed) of the proposed disbursements. To the extent Tenant objects to any such proposed disbursements, Landlord shall still be entitled to make payments to the extent Landlord in its sole discretion determines that such payment is required or appropriate, but amounts not approved by Tenant (so long as such approval is not unreasonably withheld or conditioned) shall not be chargeable against the Tenant Improvement Allowance. Notwithstanding the foregoing provisions, (i) under no circumstances shall the entire Tenant Improvement Allowance or any portion thereof be used or useable 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, 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) any portion of the not. The foregoing Tenant Improvement Allowance which has not been claimed or drawn assumes that each Phase I Building will be composed of a minimum of 65% laboratory space and a maximum of 35% office space, and that the Phase II Building will be composed of a minimum of 50% laboratory space and a maximum of 50% office space, and such Tenant Improvement Allowance shall be subject to reduction (and/or to disapproval by Landlord of Tenant’s proposed plans and specifications for the Tenant within eighteen (18Improvements in the applicable Building) months after if the Rent Commencement Date proposed laboratory space in a Building is less than the minimum percentage specified in this sentence. The square footage attributable to the Connector Bridge shall expire and shall no longer be available disregarded for purposes of applying the ratios set forth in the preceding sentence to Tenant thereafterthe Phase I Buildings.

Tenant’s Work. Subject to any restrictions, conditions or limitations expressly set forth in this Workletter or in the Lease or Except as otherwise expressly provided in this Workletter (including, but not limited to, the cost allocations set forth in SCHEDULE C-2 attached hereto) or by mutual written agreement of Landlord and Tenant, (i) the cost of construction of the Tenant Improvements shall be paid or reimbursed borne by Landlord up to a maximum contribution by Landlord equal to One Hundred Twenty-Five Dollars (Cost of Improvements of $125.00) [***] per square foot times of space in the square footage of the Premises as determined pursuant to Building (measured in accordance with Section 3.1(c3.1(d) of the Lease, or approximately Five Million Seven Hundred Nine Thousand Seven Hundred Fifty Dollars ) for such Tenant Improvements and ($5,709,750ii) in total (such maximum amount, the “Tenant Improvement Allowance”), less any reduction in or charge against such sums pursuant to any applicable provisions cost of construction of the Lease or Tenant Improvements in excess of this Workletter. Except as otherwise expressly provided in this Workletter, $[***] per square foot of space in the Lease or Building for such Tenant Improvements up to a maximum additional cost of $[***] per square foot shall be borne fifty percent (50%) by mutual written agreement of Landlord and fifty percent (50%) by Tenant, equating to a maximum total contribution by Landlord to the Cost of Improvements for the Tenant Improvements of $[***] per square foot (the "TENANT IMPROVEMENT ALLOWANCE") if the total Cost of Improvements for the Tenant Improvements is $[***] per square foot. Tenant shall be responsible, at its sole cost and expense, for payment of fifty percent (50%) of the first $[***] per square foot of the Cost of Improvements of the Tenant Improvements in excess of $[***] per square foot, for the entire Cost of Improvements of the Tenant Improvements in excess of $[***] per square foot (if any such excess occurs) and for the entire cost of any Tenant's Work that is not part of the Tenant Improvement AllowanceImprovements, including (but not limited to) ), in each case, any costs or cost increases incurred as a result of Unavoidable Delays, governmental requirements or unanticipated conditions. The rental schedule set forth in Section 3.1(a) of the Lease is subject to adjustment based on the Cost of Improvements of the Tenant Improvements, to the extent the total final contribution of Landlord toward the Cost of Improvements for the Tenant Improvements is less than $[***] per square foot but Tenant shall be entitled to use or apply not less than $[***] per square foot, in accordance with the entire Tenant Improvement Allowance provisions of Section 3.1(e) of the Lease. The funding of Landlord's share of the Cost of Improvements for the Tenant Improvements (subject to any applicable restrictions, conditions, limitations, reductions or charges as described above) prior to being required to expend any of Tenant’s own funds on an unreimbursed basis for the Tenant Improvements. The funding 100% of the Tenant Improvement Allowance first $[***] per square foot of such Cost of Improvements and 50% of each $[***] per square foot of such Cost of Improvements in excess of $[***] per square foot but not in excess of $[***] per square foot) shall be made on a monthly basis or at other convenient intervals mutually approved by Landlord and Tenant and in all other respects shall be based on such commercially reasonable disbursement conditions and procedures as Landlord, Project Manager Landlord and Landlord’s 's lender (if any) may reasonably prescribe prescribe, including (which conditions may include, without limitation, delivery of invoices and/or other evidence reasonably satisfactory to Landlord or Project Manager that Landlord or Tenantbut not limited to), as applicableto the shared portion of such Cost of Improvements, has expended prior or incurred expenses for concurrent payment of Tenant's share of the design and construction applicable Cost of Tenant Improvements for which Improvements. Notwithstanding any other provisions of this Paragraph 4(b), to the extent any amounts are deducted from or charged against the Tenant Improvement Allowance is eligible pursuant to be expended the final sentence of Paragraph 4(a) hereof, whether as a result of implemented Change Order Requests, Tenant Delays and/or Unavoidable Delays or appliedotherwise, and delivery of conditional or unconditional lien releases from all parties performing the applicable work), which procedures such amounts shall (without limitation) be generally consistent with the TI Allowance Disbursement Diagram. Since the parties intend that Landlord will perform most (if not all) result in a reduction of the Tenant Improvements and will hold the contracts for the same, Landlord will generally make direct payment of amounts due to the TI General Contractor, the TI Architect and others under applicable contracts and will charge such payments against the Tenant Improvement Allowance, but prior to making any such payments, Landlord will first present Tenant with a copy of the full “draw request package” (including invoices, certifications, lien releases and similar items substantially comparable to the documentation that would be required from Tenant with respect to any funding of portions $[***] per square foot) tranche of the Tenant Improvement Allowance that is borne 100% by Landlord with respect to be applied to Tenant’s Workthe Tenant Improvements, if any) and will request Tenant’s approval (not to be unreasonably withheld, conditioned or delayed) the application of the proposed disbursements. To the extent Tenant objects to any such proposed disbursements, Landlord shall still be entitled to make payments to the extent Landlord in its sole discretion determines that such payment is required or appropriate, but amounts not approved by Tenant (so long as such approval is not unreasonably withheld or conditioned) shall not be chargeable against the Tenant Improvement Allowance. Notwithstanding the foregoing provisions, (i) under no circumstances shall the Tenant Improvement Allowance or any portion thereof be used or useable for any moving or relocation expenses of Tenant, or for any Cost of Improvement (or any other cost or expense) associated with any moveable furniture, trade fixtures, personal property or any other item or element which, under the applicable provisions of the Lease, will not become Landlord’s property and remain with the Building upon expiration or termination of the Lease, and (ii) any portion second tranche of the Tenant Improvement Allowance which has not been claimed or drawn ($[***] per square foot, borne 50% by Landlord and 50% by Tenant, up to a maximum contribution of $[***] per square foot by Landlord) with respect to the Tenant within eighteen Improvements shall commence upon exhaustion of the first tranche of the Tenant Improvement Allowance as so reduced. The foregoing Tenant Improvement Allowance assumes a building composed of a minimum of 60% laboratory space and a maximum of 40% office space, and is subject to reduction (18and/or to C-7 disapproval by Landlord of Tenant's proposed plans and specifications for the Tenant Improvements) months after if the Rent Commencement Date shall expire and shall no longer be available to Tenant thereafterproposed laboratory space is less than 60% of the square footage of the Building.

Tenant’s Work. Subject to any restrictions2.1 All interior improvements, conditions or limitations expressly including installation of Trade Fixtures (except those items set forth in this Workletter or in the Lease or as otherwise expressly provided by mutual written agreement of Landlord Exhibit B-3) and furnishings (collectively referred to herein at "Tenant's Work"), the cost of construction of the Tenant Improvements shall be paid or reimbursed constructed by Landlord up to a maximum contribution by Landlord equal to One Hundred Twenty-Five Dollars ($125.00) per square foot times the square footage of the Premises as determined pursuant to Section 3.1(c) of the Lease, or approximately Five Million Seven Hundred Nine Thousand Seven Hundred Fifty Dollars ($5,709,750) in total (such maximum amount, the “Tenant Improvement Allowance”), less any reduction in or charge against such sums pursuant to any applicable provisions of the Lease or of this Workletter. Except as otherwise expressly provided in this Workletter, in the Lease or by mutual written agreement of Landlord and Tenant, Tenant shall be responsible, at its sole cost and expense, for payment . All of the entire Cost plans and specifications for Tenant's Work shall be approved by Landlord in advance of Improvements commencing any construction. Such approval by Landlord shall not be unreasonably withheld. Tenant shall invest a minimum of the Tenant Improvements fifty dollars ($50.00) per rentable square foot, in excess of the Tenant Improvement AllowanceAllowance supplied by Landlord, including excluding soft costs (but not limited to) any costs "Soft Costs"), as defined below. Tenant shall, on or cost increases incurred as a result of Unavoidable Delaysbefore the Term Commencement Date, governmental requirements or unanticipated conditionsprovide Landlord with an accounting, but Tenant shall be entitled to use or apply the entire Tenant Improvement Allowance for the Tenant Improvements (subject to any applicable restrictions, conditions, limitations, reductions or charges as described above) prior to being required to expend any certified by an officer of Tenant’s own funds on an unreimbursed basis for the , itemizing all amounts expended by Tenant Improvements. The funding of the Tenant Improvement Allowance shall be made on a monthly basis or at other convenient intervals mutually approved by Landlord and Tenant and in all other respects shall be based on such commercially reasonable disbursement conditions and procedures as Landlord, Project Manager and Landlord’s lender (if any) may reasonably prescribe (which conditions may include, without limitation, delivery of invoices and/or other evidence reasonably satisfactory to Landlord or Project Manager that Landlord or Tenant, as applicable, has expended or incurred expenses for the design and construction of Tenant Improvements for which the Tenant Improvement Allowance is eligible to be expended or applied, and delivery of conditional or unconditional lien releases from all parties performing the applicable work), which procedures shall (without limitation) be generally consistent with the TI Allowance Disbursement Diagram. Since the parties intend that Landlord will perform most (if not all) of the Tenant Improvements and will hold the contracts for the same, Landlord will generally make direct payment of amounts due to the TI General Contractor, the TI Architect and others under applicable contracts and will charge such payments against the Tenant Improvement Allowance, but prior to making any such payments, Landlord will first present Tenant with a copy of the full “draw request package” (including invoices, certifications, lien releases and similar items substantially comparable to the documentation that would be required from Tenant with respect to any funding of portions excess of the Tenant Improvement Allowance to be applied to Tenant’s Work, if anyimprove the Premises. If the Amount expended by Tenant is less than fifty dollars ($50.00) and will request Tenant’s approval (not to be unreasonably withheld, conditioned or delayed) per rentable square foot of the proposed disbursementsBuilding, Tenant shall, together with the accounting, deliver to Landlord an unconditional irrevocable letter of credit in an amount equal to the difference between the amount expended by Tenant and fifty dollars ($50.00) per rentable square foot of the Building. To At any time prior to the extent thirty-sixth month of the Lease Term (but in no event more frequently than monthly) Tenant objects may provide Landlord with an amended accounting, as above, showing additional amounts expended by Tenant to improve the Premises since the last date shown on the immediately preceding accounting. If the total amount expended by Tenant is less than fifty dollars ($50.00) per rentable square foot of the Building, the amount of the letter of credit may be reduced to a sum equal to the difference between the amount expended by Tenaxx xxx fifty dollars ($50.00) per rentable square foot of the Building. On or before the last day of the thirty-sixth month of the Lease Term, Tenant shall provide an amended accounting as above showing in addition any such proposed disbursementsamounts expended by Tenant to improve the Premises since the last date shown on Tenant's most recent accounting. If the total amount expended by Tenant is less than fifty dollars ($50.00) per rentable square foot, Landlord shall still be immediately entitled to make payments draw down from the letter of credit an amount equal to the extent difference between the amount expended by Tenaxx xxx fifty dollars ($50.00) per rentable square foot. Upon such draw the requirement that this letter of credit be maintained shall terminate. The letter of credit shall (a) designate Landlord in or its sole discretion determines that such payment is required or appropriateassignees as beneficiary, but amounts not (b) be issued by a financial institution approved by Tenant Landlord, (so long as such approval is not unreasonably withheld or conditionedc) be in form satisfactory to Landlord, and (d) be for a term of thirty-eight months. Landlord shall not be chargeable against required to deliver any certifications or documentation of any kind to the issuer in order to make a draw, other than Landlord's written demand. The issuer shall not be required to conduct any inquiry or investigation before paying Landlord the requested amount of the draw. Landlord may assign, transfer or pledge the letter of credit to any lender or purchaser in connection with any financing or sale of the Premises. Landlord shall provide to Tenant a Tenant Improvement Allowance of up to a maximum of twenty-four dollars ($24.00) per rentable square foot on the Premises ("Tenant Improvement Allowance") including Soft Costs associated with Tenant's Work. Soft Costs shall include, but are not limited to architecture, engineering, consultants, shell building permits and impact fees, utility fees, loan fees, transaction fees, and Landlord's construction management fee. Tenant shall promptly pay when due all costs for Tenaxx'x Xork. Landlord shall reimburse Tenant a portion of such costs not to exceed in the aggregate the amount of the Tenant Improvement Allowance. Notwithstanding Tenant shall, not more frequently than monthly after commencement of the foregoing provisionsconstruction of Tenant's Work, submit to landlord requests for reimbursement of amounts expended by Tenant for Tenant's Work. Each request shall be certified by an officer of Tenant and shall include, without limitation, (i) under no circumstances copies of all invoices paid by Tenant for which reimbursement is sought (ii) proof of payment of each invoice (iii) a fully executed unconditional lien release from each payee, and (iv) such additional information as Landlord may reasonably request. After Landlord has received and approved each request as provided herein, Landlord shall process the approved request for payment by its lender and upon disbursement by Landlord's Lender reimburse Tenant promptly for one-half of all amounts shown in the request as expenditures for costs to which the Tenant Improvement Allowance or any portion thereof be used or useable for any moving or relocation expenses of Tenantapplies, or for any Cost of Improvement (or any other cost or expense) associated with any moveable furniture, trade fixtures, personal property or any other item or element which, under as hereinbelow provided up to the applicable provisions of the Lease, will not become Landlord’s property and remain with the Building upon expiration or termination of the Lease, and (ii) any portion of the Tenant Improvement Allowance which has not been claimed or drawn by Tenant within eighteen (18) months after the Rent Commencement Date shall expire and shall no longer be available to Tenant thereaftermaximum amount set forth above.

Tenant’s Work. Subject to any restrictions, conditions or limitations expressly set forth in this Workletter or in the Lease or as otherwise expressly provided by mutual written agreement of Landlord and Tenant, the cost of construction of the Tenant Improvements shall be paid or reimbursed by Landlord up to a maximum contribution by Landlord equal to One Hundred Twenty-Five Dollars ($125.00) per square foot times the square footage of the Premises as is determined pursuant to Section 3.1(c) of the Lease, or approximately Five Million Seven Hundred Nine Thousand Seven Hundred Fifty Dollars ($5,709,750) in total (such maximum amount, the “Tenant Improvement Allowance”), less any reduction in or charge against such sums pursuant to any applicable provisions of the Lease or of this Workletter. Except as otherwise Otherwise expressly provided in this Workletter, in the Lease or by mutual written agreement of Landlord and Tenant, 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 Unavoidable Delays, governmental requirements or unanticipated conditions, but Tenant shall be entitled to use or apply the entire Tenant Improvement Allowance for the Tenant Improvements (subject to any applicable restrictions, conditions, limitations, reductions or charges as described above) prior to being required to expend any of Tenant’s own funds on an unreimbursed basis for the Tenant Improvements. The funding of the Tenant Improvement Allowance shall be made on a monthly basis or at other convenient intervals mutually approved by Landlord and Tenant and in all other respects shall be based on such commercially reasonable disbursement conditions and procedures as Landlord, Project Manager and Landlord’s lender (if any) may reasonably prescribe (which conditions may include, without limitation, delivery of invoices and/or other evidence reasonably satisfactory to Landlord or Project Manager that Landlord or Tenant, as applicable, has expended or incurred expenses for the design and construction of Tenant Improvements for which the Tenant Improvement Allowance is eligible to be expended or applied, and delivery of conditional or unconditional lien hen releases from all parties performing the applicable work), which procedures shall (without limitation) be generally consistent with the TI Allowance Disbursement Diagram. Since the parties intend that Landlord will perform most (if not all) of the Tenant Improvements and will hold the contracts for the same, Landlord will generally make direct payment of amounts due to the TI General Contractor, the TI Architect and others under applicable contracts and will charge such payments against the Tenant Improvement Allowance, but prior to making any such payments, Landlord will first present Tenant with a copy of the full “draw request package” (including invoices, certifications, lien releases and similar items substantially comparable to the documentation that would be required from Tenant with respect to any funding of portions of the Tenant Improvement Allowance to be applied to Tenant’s Work, if If any) and will request Tenant’s approval (not to be unreasonably withheld, conditioned or delayed) of the proposed disbursements. To the extent Tenant objects to any such proposed disbursements, Landlord shall still be entitled to make payments to the extent Landlord in its sole discretion determines that such payment is required or appropriate, but amounts not approved by Tenant (so long as such approval is not unreasonably withheld or conditioned) shall not be chargeable against the Tenant Improvement Allowance. , Notwithstanding the foregoing provisions, (i) under no circumstances shall the Tenant Improvement Allowance or any portion thereof be used or useable 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, 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) any portion of the Tenant Improvement Allowance which has not been claimed or drawn by Tenant within eighteen (18) months after the Rent Commencement Date shall expire and shall no longer be available to Tenant thereafter.,

Tenant’s Work. Subject to any restrictions, conditions or limitations expressly set forth in this Workletter or in the Lease or Except as otherwise expressly provided in this Workletter (including, but not limited to, the cost allocations set forth in Schedules C-1 and C-2 attached hereto) or by mutual written agreement of Landlord and Tenant, the cost of construction of the Tenant Improvements in the Building shall be paid or reimbursed borne by Landlord up to a maximum contribution by Landlord equal to One Hundred Twenty-Five and No/100 Dollars ($125.00100.00) per square foot times the square footage of the Premises as determined pursuant to Building (measured in accordance with Section 3.1(c) of the Lease, or approximately Five Million Seven Hundred Nine Thousand Seven Hundred Fifty Dollars ) toward the Cost of Improvements for such Tenant Improvements ($5,709,750) in total (such maximum amount, the “Tenant Improvement Allowance”), less any reduction in or charge against such sums sum pursuant to any applicable provisions of the Lease or Paragraph 4(a) of this Workletter. Except as otherwise expressly provided in this Workletter, in the Lease or by mutual written agreement of Landlord and Tenant, Tenant shall be responsible, at its sole cost and expenseexpense (except as otherwise provided in Paragraph 2(e)(i) hereof), for payment of the entire Cost of Improvements of the Tenant Improvements in the Building in excess of the Tenant Improvement AllowanceAllowance (if any such excess occurs) and for the entire cost of any Tenant’s Work that is not part of the Tenant Improvements, including (but not limited to) ), in each case, any costs or cost increases incurred as a result of Unavoidable Delays, governmental requirements or unanticipated conditions, but Tenant shall be entitled to use or apply utilize the entire Tenant Improvement Allowance for the Tenant Improvements (subject to any applicable restrictions, conditions, limitations, reductions or charges as described above) Building prior to being required to expend any of Tenant’s own funds on an unreimbursed basis for the such Tenant Improvements. The funding of the Tenant Improvement Allowance for the Tenant Improvements shall be made in four (4) equal monthly installments, beginning on a monthly basis or at other convenient intervals mutually approved by Landlord the date Structural Completion is achieved (the “Baseline Payment Schedule”) and Tenant and in all other respects shall be based continuing on such commercially reasonable disbursement conditions and procedures as Landlordthe same day of each successive calendar month; provided, Project Manager and Landlord’s lender (if any) may reasonably prescribe (which conditions may includehowever, without limitation, delivery of invoices and/or other evidence reasonably satisfactory to Landlord or Project Manager that Landlord or Tenant, as applicable, has expended or incurred expenses for the design and construction of Tenant Improvements for which the Tenant Improvement Allowance is eligible willing to be expended or applied, and delivery of conditional or unconditional lien releases from all parties performing the applicable work), which procedures shall (without limitation) be generally consistent with the TI Allowance Disbursement Diagram. Since the parties intend that Landlord will perform most (if not all) of the Tenant Improvements and will hold the contracts for the same, Landlord will generally make direct payment of amounts due to the TI General Contractor, the TI Architect and others under applicable contracts and will charge such payments against the Tenant Improvement Allowance, but prior to making any such payments, Landlord will first present Tenant with a copy of the full “draw request package” (including invoices, certifications, lien releases and similar items substantially comparable to the documentation that would be required from Tenant with respect to any provide earlier funding of portions of the Tenant Improvement Allowance to be applied to Tenant’s Work, if any) and will request Tenant’s approval (not to be unreasonably withheld, conditioned all or delayed) of the proposed disbursements. To the extent Tenant objects to any such proposed disbursements, Landlord shall still be entitled to make payments to the extent Landlord in its sole discretion determines that such payment is required or appropriate, but amounts not approved by Tenant (so long as such approval is not unreasonably withheld or conditioned) shall not be chargeable against the Tenant Improvement Allowance. Notwithstanding the foregoing provisions, (i) under no circumstances shall the Tenant Improvement Allowance or any portion thereof be used or useable 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, 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) any portion of the Tenant Improvement Allowance Allowance, upon reasonable prior written request by Tenant, for uses reasonably related to Tenant’s execution of contracts and payment of invoices related to Tenant’s Work, conditional upon Tenant’s payment to Landlord of simple interest at the rate of eight percent (8%) per annum from the date of each such advance until the date the advanced funds would otherwise have become payable to Tenant pursuant to the Baseline Payment Schedule, which has not been claimed or drawn interest shall be paid by Tenant within eighteen (18) months after to Landlord in a lump sum for each respective advance on or before the Rent Commencement Date shall expire and shall no longer be available date the advanced funds would otherwise have become payable to Tenant thereafterpursuant to the Baseline Payment Schedule.

Tenant’s Work. Subject to any restrictions, conditions or limitations expressly set forth in this Workletter or in the Lease or Except as otherwise expressly provided in this Workletter (including, but not limited to, the cost allocations set forth in Schedules C-1 and C-2 attached hereto) or by mutual written agreement of Landlord and Tenant, the cost of construction of the Tenant Improvements Tenant’s Work shall be paid or reimbursed borne by Landlord up to a maximum contribution by Landlord equal to One Hundred Twenty-Five Dollars ($125.00) per square foot times the square footage of the Premises as determined pursuant to Section 3.1(c) of the Lease, or approximately Five Million Seven Hundred Nine Thousand Seven Hundred Fifty Dollars ($5,709,750) in total (such maximum amount, the “Tenant Improvement Allowance”), less any reduction in or charge against such sums pursuant to any applicable provisions of the Lease or of this Workletter. Except as otherwise expressly provided in this Workletter, in the Lease or by mutual written agreement of Landlord and Tenant, 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 Unavoidable Delays, governmental requirements or unanticipated conditions. Notwithstanding the foregoing sentence, but the Cost of Improvements with respect to the construction of the Tenant Improvements in each Building shall be borne by Landlord up to a maximum contribution by Landlord equal to [REDACTED] per square foot, in the case of each of the Phase I Buildings (including the connector Bridge), and [REDACTED] per square foot, in the case of each phase of the Phase II Building, times the square footage of the applicable Building, as and when constructed (measured in accordance with Sections 1.1(c) and 3.1(d) of the Lease), toward the Cost of Improvements for the Tenant Improvements in the respective Buildings (the “Tenant Improvement Allowance”), less any reduction in such sum pursuant to Paragraph 4(a) or any other applicable provision of this Workletter. Tenant shall be entitled to use or apply utilize the entire Tenant Improvement Allowance Allowance, for the Tenant Improvements (subject to any applicable restrictions, conditions, limitations, reductions each respective Building or charges as described above) phase prior to being required to expend any of Tenant’s own funds on an unreimbursed basis for Tenant Improvements in such Building or phase. In all other respects, the timing, conditions and other procedures for Landlord’s disbursement of the Tenant Improvements. The funding Improvement Allowance for each Building or phase shall be as reasonably prescribed by Landlord, subject to approval by Tenant (which approval shall not be unreasonably withheld or delayed by Tenant); provided, however, that progress payments of the Tenant Improvement Allowance shall be made on a monthly basis or at other convenient intervals mutually approved by Landlord and Tenant and in all other respects shall be based on such commercially reasonable disbursement not less often than monthly, subject to Tenant’s timely compliance with ail applicable conditions and procedures as Landlord, Project Manager and Landlord’s lender (if any) may reasonably prescribe (which conditions may include, without limitation, delivery established pursuant to this sentence. To the extent the Cost of invoices and/or other evidence reasonably satisfactory Improvement with respect to Landlord or Project Manager that Landlord or Tenant, as applicable, has expended or incurred expenses for the design and construction of Tenant Improvements for which any Building or Phase exceeds the Tenant Improvement Allowance is eligible to be expended or applied(as reduced, and delivery of conditional or unconditional lien releases from all parties performing the applicable workif applicable), which procedures whether as a result of implemented Change Order Requests, Tenant Delays and/or Unavoidable Delays or otherwise, the amount of such excess shall (without limitation) in all events be generally consistent with Tenant’s sole responsibility and expense. The rental amounts set forth in Section 3.1 of the TI Allowance Disbursement Diagram. Since Lease are not subject to adjustment based on the parties intend that Landlord will perform most (if not all) Cost of Improvements of the Tenant Improvements, regardless of whether the final Cost of Improvements and will hold the contracts for the same, Landlord will generally make direct payment of amounts due to Tenant Improvements in any Building or Phase uses the TI General Contractor, the TI Architect and others under applicable contracts and will charge such payments against the Tenant Improvement Allowance, but prior to making any such payments, Landlord will first present Tenant with a copy of the full “draw request package” (including invoices, certifications, lien releases and similar items substantially comparable to the documentation that would be required from Tenant with respect to any funding of portions of the Tenant Improvement Allowance to be applied to Tenant’s Work, if any) and will request Tenant’s approval (not to be unreasonably withheld, conditioned or delayed) of the proposed disbursements. To the extent Tenant objects to any such proposed disbursements, Landlord shall still be entitled to make payments to the extent Landlord in its sole discretion determines that such payment is required or appropriate, but amounts not approved by Tenant (so long as such approval is not unreasonably withheld or conditioned) shall not be chargeable against the Tenant Improvement Allowance. Notwithstanding the foregoing provisions, (i) under no circumstances shall the entire Tenant Improvement Allowance or any portion thereof be used or useable 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, 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) any portion of the not. The foregoing Tenant Improvement Allowance which has not been claimed or drawn assumes that each Phase I Building will be composed of a minimum of 65% laboratory space and a maximum of 35% office space, and that the Phase II Building will be composed of a minimum of 50% laboratory space and a maximum of 50% office space, and such Tenant Improvement Allowance shall be subject to reduction (and/or to disapproval by Landlord of Tenant’s proposed plans and specifications for the Tenant within eighteen (18Improvements in the applicable Building) months after if the Rent Commencement Date proposed laboratory space in a Building is less than the minimum percentage specified in this sentence. The square footage attributable to the Connector Bridge shall expire and shall no longer be available disregarded for purposes of applying the ratios set forth in the preceding sentence to Tenant thereafterthe Phase I Buildings.

Tenant’s Work. Subject to any restrictionsAll finishing work, conditions equipment installation, cabling, and interior wall finish for the offices, or limitations expressly set forth in this Workletter other work (the "Tenant's Work") desired by Tenant, if any, and not initially or thereafter included in the Lease Improvements, shall be performed by Tenant, at Tenant's expense, through contractors selected by Tenant and approved by Landlord, which approval shall not to be unreasonably withheld or as otherwise expressly delayed; provided by mutual written agreement that Landlord's approval shall not be required for contractor's or subcontractors who provide materials or labor the aggregate cost of which is estimated not to exceed $25,000. Landlord and Tenant shall each cause their respective general contractor and/or subcontractors for the Improvements and Tenant, 's Work to cooperate with each other in facilitating the cost of construction mutual access to the Leased Premises and in coordinating the timing of the Tenant Improvements shall be paid or reimbursed by Landlord up to a maximum contribution by Landlord equal to One Hundred Twenty-Five Dollars ($125.00) per square foot times the square footage stages of the Improvements and the Tenant's Work so as to facilitate the completion on a timely basis. To the extent reasonably possible and without having to incur additional expense, Landlord shall, prior to Substantial Completion, provide Tenant with access to the Leased Premises as determined pursuant and storage space at the site for Tenant's equipment, trade fixtures, and other property in connection with Tenant's Work and shall furnish water, electricity and HVAC to Section 3.1(c) the Leased Premises during the performance of any Tenant's Work to the Lease, or approximately Five Million Seven Hundred Nine Thousand Seven Hundred Fifty Dollars ($5,709,750) in total (such maximum amount, extent the “Tenant Improvement Allowance”), less any reduction in or charge against such sums pursuant to any applicable provisions of same are then available at the Lease or of this Workletter. Except as otherwise expressly Leased Premises; provided in this Workletter, in the Lease or by mutual written agreement of Landlord and Tenantthat, 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 Unavoidable Delays, governmental requirements or unanticipated conditions, but Tenant shall be entitled to use or apply the entire Tenant Improvement Allowance for the Tenant Improvements (subject to any applicable restrictions, conditions, limitations, reductions or charges as described above) prior to being required to expend any of Tenant’s own funds on an unreimbursed basis for the Tenant Improvements. The funding of the Tenant Improvement Allowance shall be made on a monthly basis or at other convenient intervals mutually approved by Landlord and Tenant and in all other respects shall be based on such commercially reasonable disbursement conditions and procedures as Landlord, Project Manager and Landlord’s lender (if any) may reasonably prescribe (which conditions may include, without limitation, delivery of invoices and/or other evidence reasonably satisfactory to reimburse Landlord or Project Manager that Landlord or TenantContractor, as applicable, has expended or incurred expenses within fifteen (15) days after written demand, for the design and construction cost of Tenant Improvements for which the Tenant Improvement Allowance is eligible to be expended or applied, and delivery of conditional or unconditional lien releases from all parties performing the applicable work), which procedures shall (without limitation) be generally consistent with the TI Allowance Disbursement Diagram. Since the parties intend that Landlord will perform most (if not all) of the Tenant Improvements and will hold the contracts for the same, Landlord will generally make direct payment of amounts due to the TI General Contractor, the TI Architect and others under applicable contracts and will charge such payments against the Tenant Improvement Allowance, but prior to making any such paymentsutility services used by Tenant determined by Contractor and agreed to by Tenant, Landlord will first present Tenant with a copy of the full “draw request package” (including invoices, certifications, lien releases and similar items substantially comparable to the documentation that would be required from Tenant with respect to any funding of portions of the Tenant Improvement Allowance to be applied to Tenant’s Work, if any) and will request Tenant’s approval (such not to be unreasonably withheld, conditioned to be in excess of that which would otherwise have been used by Contractor, or delayed) its subcontractors, in the course of constructing the proposed disbursementsImprovements. To the extent The EXHIBIT 10.43 performance by Tenant objects to any such proposed disbursements, Landlord shall still be entitled to make payments of Tenant's Work prior to the extent Landlord in its sole discretion determines that such payment is required or appropriate, but amounts not approved by Tenant (so long as such approval is not unreasonably withheld or conditioned) shall not be chargeable against the Tenant Improvement Allowance. Notwithstanding the foregoing provisions, (i) under no circumstances shall the Tenant Improvement Allowance or any portion thereof be used or useable 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, 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) any portion of the Tenant Improvement Allowance which has not been claimed or drawn by Tenant within eighteen (18) months after the Rent Commencement Date shall expire be subject to all of the terms and shall no longer be available to Tenant thereafterconditions of Article 10 hereof.

Tenant’s Work. Subject Any improvements which Tenant desires to any restrictions, conditions or limitations expressly set forth in this Workletter or in make to the Lease or as otherwise expressly provided by mutual written agreement of Landlord and Tenant, Premises subsequent to the cost of construction commencement of the Tenant Improvements term of this Lease shall require Landlord’s prior written consent pursuant to the provisions of, and shall be paid performed by Tenant as Alterations in accordance with the requirements of ARTICLE 6, provided, however, that Landlord shall not unreasonably withhold or reimbursed by Landlord up condition its consent to a maximum contribution by Landlord equal to One Hundred Twenty-Five Dollars ($125.00) per square foot times the square footage making of the Premises as determined pursuant to Section 3.1(c) of the Lease, or approximately Five Million Seven Hundred Nine Thousand Seven Hundred Fifty Dollars ($5,709,750) in total (any such maximum amount, the “Tenant Improvement Allowance”), less any reduction in or charge against such sums pursuant to any applicable provisions of the Lease or of this Workletter. Except as otherwise expressly provided in this Workletter, in the Lease or by mutual written agreement of Landlord and Tenant, initial tenant improvements Tenant shall be responsibleresponsible for obtaining all governmental approvals, permits and licenses required for such work and for Tenant’s use and occupancy of the Premises, including without limitation a certificate of occupancy or its equivalent and shall provide Landlord with a copy of all such approvals, permits, licenses and certificates. Additionally, Tenant agrees that if any work must be undertaken within the Premises in order for Landlord or any other tenant in the Building to be able to obtain a certificate of occupancy or its equivalent for any other portion of the Building (such as, by way of example only, life safety work), Tenant will, promptly upon its receipt of written notice from Landlord identifying such work, commence such work and thereafter diligently pursue the same to completion (such work in any event to be completed within thirty (30) days after Landlord’s written notice), all such work to be performed at its Tenant’s sole cost and expense. If Tenant fails to promptly commence, for payment of the entire Cost of Improvements of the Tenant Improvements pursue and complete all such work identified in excess of the Tenant Improvement Allowance, including (but not limited to) any costs or cost increases incurred as a result of Unavoidable Delays, governmental requirements or unanticipated conditions, but Tenant shall be entitled to use or apply the entire Tenant Improvement Allowance for the Tenant Improvements (subject to any applicable restrictions, conditions, limitations, reductions or charges as described above) prior to being required to expend any of Tenant’s own funds on an unreimbursed basis for the Tenant Improvements. The funding of the Tenant Improvement Allowance shall be made on a monthly basis or at other convenient intervals mutually approved by Landlord and Tenant and in all other respects shall be based on such commercially reasonable disbursement conditions and procedures as Landlord, Project Manager and Landlord’s lender (if any) may reasonably prescribe (which conditions may include, without limitation, delivery of invoices and/or other evidence reasonably satisfactory to Landlord or Project Manager that Landlord or Tenant, as applicable, has expended or incurred expenses for the design and construction of Tenant Improvements for which the Tenant Improvement Allowance is eligible to be expended or applied, and delivery of conditional or unconditional lien releases from all parties performing the applicable work), which procedures shall (without limitation) be generally consistent with the TI Allowance Disbursement Diagram. Since the parties intend that Landlord will perform most (if not all) of the Tenant Improvements and will hold the contracts for the same, Landlord will generally make direct payment of amounts due to the TI General Contractor, the TI Architect and others under applicable contracts and will charge such payments against the Tenant Improvement Allowance, but prior to making any such payments, Landlord will first present Tenant with a copy of the full “draw request package” (including invoices, certifications, lien releases and similar items substantially comparable to the documentation that would be required from Tenant with respect to any funding of portions of the Tenant Improvement Allowance to be applied to Tenant’s Work, if any) and will request Tenant’s approval (not to be unreasonably withheld, conditioned or delayed) of the proposed disbursements. To the extent Tenant objects to any such proposed disbursementswritten notice, Landlord shall still be entitled have the right to make payments enter the Premises without further notice to Tenant and perform such work at the extent Landlord in its sole discretion determines that such payment is required or appropriate, but amounts not approved by Tenant (so long as such approval is not unreasonably withheld or conditioned) shall not be chargeable against the Tenant Improvement Allowance. Notwithstanding the foregoing provisions, (i) under no circumstances shall the Tenant Improvement Allowance or any portion thereof be used or useable for any moving or relocation expenses expense of Tenant, and all costs and expenses incurred by Landlord in performing such work, together with interest thereon at the rate specified in Section 4.9 from the date incurred by Landlord until paid in full by Tenant, shall be paid by Tenant to Landlord within thirty (30) days after submission of a xxxx or for any Cost of Improvement (or any other statement therefor. Promptly following written request from Tenant, Landlord shall cooperate with Tenant, at no additional cost or expense) associated with expense to Landlord, in obtaining any moveable furnituresuch governmental approvals, trade fixtures, personal property or any other item or element which, under the applicable provisions of the Lease, will not become Landlord’s property permits and remain with the Building upon expiration or termination of the Lease, and (ii) any portion of the Tenant Improvement Allowance which has not been claimed or drawn by Tenant within eighteen (18) months after the Rent Commencement Date shall expire and shall no longer be available to Tenant thereafterlicenses.

Tenant’s Work. Subject Tenant shall perform such work to any restrictions, conditions or limitations expressly set forth in this Workletter or in the Lease or as otherwise expressly provided by mutual written agreement of Landlord and Tenant, the cost of construction of the Tenant Improvements shall be paid or reimbursed by Landlord up to a maximum contribution by Landlord equal to One Hundred Twenty-Five Dollars ($125.00) per square foot times the square footage of the Premises as determined pursuant to Section 3.1(c) of the Lease, or approximately Five Million Seven Hundred Nine Thousand Seven Hundred Fifty Dollars ($5,709,750) in total (such maximum amount, the “Tenant Improvement Allowance”), less any reduction in or charge against such sums pursuant to any applicable provisions of the Lease or of this Workletter. Except as otherwise expressly provided in this Workletter, in the Lease or by mutual written agreement of Landlord and Tenant, Tenant shall determine in order to prepare the Premises for its initial occupancy, such work to be responsible, performed at its sole cost and expense, for payment of the entire Cost of Improvements of the Tenant Improvements expenses (except as hereinafter provided) in excess of the Tenant Improvement Allowance, including (but not limited to) any costs or cost increases incurred as a result of Unavoidable Delays, governmental requirements or unanticipated conditions, but Tenant shall be entitled to use or apply the entire Tenant Improvement Allowance for the Tenant Improvements (subject to any accordance with all applicable restrictions, conditions, limitations, reductions or charges as described above) prior to being required to expend any of Tenant’s own funds on an unreimbursed basis for the Tenant Improvements. The funding of the Tenant Improvement Allowance shall be made on a monthly basis or at other convenient intervals mutually approved by Landlord and Tenant law and in all other respects shall be based on accordance with plans and specifications therefor which Landlord has approved, such commercially reasonable disbursement conditions and procedures as Landlord, Project Manager and Landlord’s lender (if any) may reasonably prescribe (which conditions may include, without limitation, delivery of invoices and/or other evidence reasonably satisfactory to Landlord or Project Manager that Landlord or Tenant, as applicable, has expended or incurred expenses for the design and construction of Tenant Improvements for which the Tenant Improvement Allowance is eligible to be expended or applied, and delivery of conditional or unconditional lien releases from all parties performing the applicable work), which procedures shall (without limitation) be generally consistent with the TI Allowance Disbursement Diagram. Since the parties intend that Landlord will perform most (if not all) of the Tenant Improvements and will hold the contracts for the same, Landlord will generally make direct payment of amounts due to the TI General Contractor, the TI Architect and others under applicable contracts and will charge such payments against the Tenant Improvement Allowance, but prior to making any such payments, Landlord will first present Tenant with a copy of the full “draw request package” (including invoices, certifications, lien releases and similar items substantially comparable to the documentation that would be required from Tenant with respect to any funding of portions of the Tenant Improvement Allowance to be applied to Tenant’s Work, if any) and will request Tenant’s approval (not to be unreasonably withheld, conditioned delayed or delayedconditioned. Promptly after the execution of this Lease, Tenant shall have such plans and specifications prepared and submitted to Landlord no later than ninety (90) days after the date of execution of this Lease. Tenant shall obtain all necessary governmental permits for such work and shall perform such work expeditiously and in a manner which does not cause any undue interference with the operations of any other tenants at the Building. All of such work shall be performed in accordance with reasonable rules and regulations therefor which Landlord has provided. Any contractor performing such work shall maintain commercial general liability insurance in an amount of at least $3,000,000 naming the Landlord as an additional insured and a certificate of such insurance shall be submitted to Landlord prior to the date that any such work is commenced. In addition the Tenant responsibilities and scope of work are further defined in the Landlord/Tenant Responsibility Matrix which is attached as Exhibit F. Landlord shall make available to Tenant a construction allowance (the “Tenant Allowance”) in the amount of One Million Eighty Thousand One Hundred Eighty-Nine Dollars ($1,080,189.00) (subject to reduction as provided in Section 10.12) which Tenant may use for the design and performance of such work as follows: no more than once per calendar month, Tenant may submit to Landlord a Requisition (as that term is hereinafter defined) and Landlord shall pay the amount of the Requisition to Tenant provided that no default of Tenant that has been noticed in writing to the Tenant, then exists and the total amount of all payments made by Landlord to Tenant hereunder shall not exceed $1,080,189.00. Such payments shall be made by Landlord to Tenant within thirty (30) days after the date of its receipt of a Requisition. As used herein, a Requisition shall mean that Tenant has submitted to Landlord an invoice setting forth the work and services performed to date, itemizing the cost of such work and services, and evidencing the cost of such work and services through paid invoices, receipts and the like, together with a partial lien waiver from the general contractor and all subcontractors having a contract in excess of $2,500.00 and a certificate from Tenant’s architect to Landlord that all of such work has been performed in accordance with the plans and specifications approved by Landlord. The initial Requisition shall be accompanied by a IRS W-9 statement completed by Tenant. The amount of costs and expenses for which a Requisition is made shall not exceed ninety percent (90%) of the proposed disbursementsactual costs and expenses incurred by Tenant (in other words there shall be a ten percent (10%) holdback until the final Requisition which must be accompanied by a certificate from Tenant’s architect that the work has been completely performed in accordance with said plans and specifications, a certificate of occupancy issued by the Town of Norwood, and final lien waivers from the general contractor and all subcontractors having a contract in excess of $2,500. To For the extent Tenant objects purposes hereof, architects and engineers shall be deemed to be subcontractors. At any time that a Requisition is received a lien has been filed against the Property or a part thereof arising out of Tenant’s Work or such proposed disbursementsservices, then Landlord may withhold from the amount of the Requisition, an amount equal to one hundred fifty percent (150%) of the amount of such lien until such lien has been released of record, through bonding or the like. At the time of each Requisition, Landlord shall still be entitled to make payments to the extent Landlord in its sole discretion determines that such payment is required or appropriate, but amounts not approved by Tenant (so long as such approval is not unreasonably withheld or conditioned) shall not be chargeable have a credit against the amount due and payable in the amount in which Landlord has theretofore paid under this Section. In the event that Tenant Improvement Allowance. Notwithstanding the foregoing provisions, does not claim any part of said Allowance within twelve (i) under no circumstances shall the Tenant Improvement Allowance or any portion thereof be used or useable 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, 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) any portion of the Tenant Improvement Allowance which has not been claimed or drawn by Tenant within eighteen (1812) months after the Rent Commencement Date date of this Lease, then Landlord shall expire and shall have no longer be available obligation to Tenant thereafterpay any such amount.

Tenant’s Work. Subject Upon delivery of possession to any restrictionsTenant, conditions or limitations expressly set forth Tenant agrees to make the improvements to the Leased Premises described in this Workletter or in Section 2.2 (the Lease or as otherwise expressly provided by mutual written agreement of Landlord and "Tenant, 's Work"). In consideration for the cost of construction of the Tenant Improvements shall be paid or reimbursed allowance payable by Landlord up pursuant to a maximum contribution by this Section 2.2, Tenant hereby represents and warrants to Landlord equal to that it will spend no less than Twenty One Million Five Hundred Twenty-Five Thousand Dollars ($125.0021,500,000.00) per square foot times for Tenant's Work. In the square footage of the Premises as determined pursuant to Section 3.1(c) of the Lease, or approximately Five Million Seven Hundred Nine Thousand Seven Hundred Fifty Dollars ($5,709,750) in total (such maximum event Tenant spends less than said amount, the “Tenant Improvement Allowance”), less any reduction in or charge against such sums pursuant to any applicable provisions of the Lease or of this Workletter. Except as otherwise expressly provided in this Workletter, in the Lease or by mutual written agreement of Landlord and Tenant agree to equally share in said savings. The Tenant's Work shall be done in a good and workmanlike manner under a build to suit contract in accordance with the preliminary plans and specifications prepared by Sage Collaborative, Inc. and engineered by Larsxx Xxxineering, dated December 2, 1999, with a full set of plans to be preapproved by both parties at a later date. Any changes thereto by Tenant shall be responsibleapproved in advance by Landlord, at its sole cost which approval shall not be unreasonably withheld or delayed, and expenseshall be in compliance with all applicable building codes, for payment laws ordinances and regulations. Upon substantial completion 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 Unavoidable Delays, governmental requirements or unanticipated conditions, but Tenant shall be entitled to use or apply the entire Tenant Improvement Allowance for the Tenant Improvements (subject to any applicable restrictions, conditions, limitations, reductions or charges as described above) prior to being required to expend any various phases of Tenant’s own funds on an unreimbursed basis for the 's Work, and upon delivery of lien waivers from all parties performing such phases of Tenant's Work to Landlord, Landlord agrees to make progress payments to Tenant Improvements. The funding of the Tenant Improvement Allowance shall be made on a monthly basis or at other convenient intervals mutually approved by Landlord and Tenant and therefor, in all other respects shall be based on such commercially reasonable disbursement conditions and procedures as Landlord, Project Manager and Landlord’s lender (if any) may reasonably prescribe (which conditions may include, without limitation, delivery an amount equal to the product of invoices and/or other evidence reasonably satisfactory to Landlord or Project Manager that Landlord or the cost of Tenant, as applicable, has expended or incurred expenses for the design and construction of Tenant Improvements 's Work in place for which the Tenant Improvement Allowance is eligible to be expended or applied, has not been paid and delivery of conditional or unconditional lien releases from all parties performing the applicable work), which procedures shall (without limitation) be generally consistent with the TI Allowance Disbursement Diagram. Since the parties intend that Landlord will perform most (if not all) of the Tenant Improvements and will hold the contracts for the same, Landlord will generally make direct payment of amounts due to the TI General Contractor, the TI Architect and others under applicable contracts and will charge such payments against the Tenant Improvement Allowance, but prior to making any such payments, Landlord will first present Tenant with a copy of the full “draw request package” (including invoices, certifications, lien releases and similar items substantially comparable to the documentation that would be required from Tenant with respect to any funding of portions of the Tenant Improvement Allowance to be applied to Tenant’s Work, if any) and will request Tenant’s approval (not to be unreasonably withheld, conditioned or delayed) of the proposed disbursements. To the extent Tenant objects to any such proposed disbursements, Landlord shall still be entitled to make payments to the extent Landlord in its sole discretion determines that such payment is required or appropriate, but amounts not approved by Tenant (so long as such approval is not unreasonably withheld or conditioned) shall not be chargeable against the Tenant Improvement Allowance. Notwithstanding the foregoing provisions, (i) under no circumstances shall the Tenant Improvement Allowance or any portion thereof be used or useable 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, 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) any portion of the Tenant Improvement Allowance which has not been claimed or drawn subject to a construction draw request from Tenant multiplied by a fraction, the numerator of which fraction is Six Million Four Hundred Fifty Thousand Dollars ($6,450,000.00) (the "Construction Allowance"), and the denominator of which fraction is the total anticipated cost of Tenant's Work, provided such total amount disbursed by Landlord shall not exceed the full Construction Allowance. Landlord agrees to act as Tenant's construction manager for Tenant's Work, utilizing Landlord's personnel, to provide expertise as needed by Tenant within eighteen (18) months after the Rent Commencement Date shall expire and shall no longer be available to Tenant thereafterin connection with construction management services for Tenant's Work.

Tenant’s Work. Subject to any restrictionsAll finishing work, conditions equipment installation, cabling, and interior wall finish for the offices, or limitations expressly set forth in this Workletter other work (the "Tenant's Work") desired by Tenant, if any, and not initially or thereafter included in the Lease Improvements, shall be performed by Tenant, at Tenant's expense, through contractors selected by Tenant and approved by Landlord, which approval shall not to be unreasonably withheld or as otherwise expressly delayed; provided by mutual written agreement that Landlord's approval shall not be required for contractor's or subcontractors who provide materials or labor the aggregate cost of which is estimated not to exceed $25,000. Landlord and Tenant shall each cause their respective general contractor and/or subcontractors for the Improvements and Tenant, 's Work to cooperate with each other in facilitating the cost of construction mutual access to the Leased Premises and in coordinating the timing of the Tenant Improvements shall be paid or reimbursed by Landlord up to a maximum contribution by Landlord equal to One Hundred Twenty-Five Dollars ($125.00) per square foot times the square footage stages of the Improvements and the Tenant's Work so as to facilitate the completion on a timely basis. To the extent reasonably possible and without having to incur additional expense, Landlord shall, prior to Substantial Completion, provide Tenant with access to the Leased Premises as determined pursuant and storage space at the site for Tenant's equipment, trade fixtures, and other property in connection with Tenant's Work and shall furnish water, electricity and HVAC to Section 3.1(c) the Leased Premises during the performance of any Tenant's Work to the Lease, or approximately Five Million Seven Hundred Nine Thousand Seven Hundred Fifty Dollars ($5,709,750) in total (such maximum amount, extent the “Tenant Improvement Allowance”), less any reduction in or charge against such sums pursuant to any applicable provisions of same are then available at the Lease or of this Workletter. Except as otherwise expressly Leased Premises; provided in this Workletter, in the Lease or by mutual written agreement of Landlord and Tenantthat, 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 Unavoidable Delays, governmental requirements or unanticipated conditions, but Tenant shall be entitled to use or apply the entire Tenant Improvement Allowance for the Tenant Improvements (subject to any applicable restrictions, conditions, limitations, reductions or charges as described above) prior to being required to expend any of Tenant’s own funds on an unreimbursed basis for the Tenant Improvements. The funding of the Tenant Improvement Allowance shall be made on a monthly basis or at other convenient intervals mutually approved by Landlord and Tenant and in all other respects shall be based on such commercially reasonable disbursement conditions and procedures as Landlord, Project Manager and Landlord’s lender (if any) may reasonably prescribe (which conditions may include, without limitation, delivery of invoices and/or other evidence reasonably satisfactory to reimburse Landlord or Project Manager that Landlord or TenantContractor, as applicable, has expended or incurred expenses within fifteen (15) days after written demand, for the design and construction cost of Tenant Improvements for which the Tenant Improvement Allowance is eligible to be expended or applied, and delivery of conditional or unconditional lien releases from all parties performing the applicable work), which procedures shall (without limitation) be generally consistent with the TI Allowance Disbursement Diagram. Since the parties intend that Landlord will perform most (if not all) of the Tenant Improvements and will hold the contracts for the same, Landlord will generally make direct payment of amounts due to the TI General Contractor, the TI Architect and others under applicable contracts and will charge such payments against the Tenant Improvement Allowance, but prior to making any such paymentsutility services used by Tenant determined by Contractor and agreed to by Tenant, Landlord will first present Tenant with a copy of the full “draw request package” (including invoices, certifications, lien releases and similar items substantially comparable to the documentation that would be required from Tenant with respect to any funding of portions of the Tenant Improvement Allowance to be applied to Tenant’s Work, if any) and will request Tenant’s approval (such not to be unreasonably withheld, conditioned to be in excess of that which would otherwise have been used by Contractor, or delayed) its subcontractors, in the course of constructing the proposed disbursementsImprovements. To the extent The performance by Tenant objects to any such proposed disbursements, Landlord shall still be entitled to make payments of Tenant's Work prior to the extent Landlord in its sole discretion determines that such payment is required or appropriate, but amounts not approved by Tenant (so long as such approval is not unreasonably withheld or conditioned) shall not be chargeable against the Tenant Improvement Allowance. Notwithstanding the foregoing provisions, (i) under no circumstances shall the Tenant Improvement Allowance or any portion thereof be used or useable 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, 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) any portion of the Tenant Improvement Allowance which has not been claimed or drawn by Tenant within eighteen (18) months after the Rent Commencement Date shall expire be subject to all of the terms and shall no longer be available to Tenant thereafterconditions of Article 10 hereof.

Tenant’s Work. Subject Landlord shall make available for the performance of Tenant's Work, and for the other purposes hereinafter specified, an allowance (the "Tenant Allowance") in an amount equal to any restrictionsthe product of (i) Five Dollars ($5.00) multiplied by (ii) the number of rentable square feet comprising the Premises. Landlord shall perform Tenant's Work and shall pay directly to its general contractor and other service providers and vendors the cost of performing all improvements shown and contemplated by the Final Plans and Specifications ("Tenant's Work"), conditions or limitations expressly set forth in this Workletter or in the Lease or as otherwise expressly provided by mutual written agreement of Landlord and Tenantincluding, but not limited to, the cost of construction demolition, permits and governmental inspections, all architectural and engineering fees, and a fee to Landlord in an amount equal to five percent (5%) of the hard costs of Tenant's Work and any Additional Tenant Work (as hereinafter defined), all of which costs shall be payable out of the Tenant Improvements Allowance to the extent that the Tenant Allowance is sufficient for that purpose, and any excess amount of which costs shall be paid or reimbursed by Tenant within thirty (30) days following Tenant's receipt of an invoice therefor from Landlord. Landlord up shall solicit bids for Tenant's Work from at least three (3) contractors, one (1) of which may be designated by Tenant, if so designated by Tenant within two (2) business days after Landlord's request therefor (which request may be made verbally). All general contractor bids shall be submitted to a maximum contribution by Landlord equal to One Hundred Twenty-Five Dollars Tenant for its review, and Tenant shall have five ($125.005) per square foot times the square footage days following receipt of the Premises as determined pursuant bids within which to Section 3.1(c) direct that changes be made in the bid documents to reduce the cost of the Lease, or approximately Five Million Seven Hundred Nine Thousand Seven Hundred Fifty Dollars ($5,709,750) in total (such maximum amount, work on which the “Tenant Improvement Allowance”), less any reduction in or charge against such sums pursuant to any applicable provisions of the Lease or of this Workletter. Except as otherwise expressly provided in this Workletter, in the Lease or by mutual written agreement of Landlord and Tenant, 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 Unavoidable Delays, governmental requirements or unanticipated conditions, but Tenant shall be entitled to use or apply the entire Tenant Improvement Allowance for the Tenant Improvements (subject to any applicable restrictions, conditions, limitations, reductions or charges as described above) prior to being required to expend any of Tenant’s own funds on an unreimbursed basis for the Tenant Improvementsbids were based. The funding of general contractor selected to construct the Tenant Improvement Allowance Tenant's Work shall be made on a monthly basis or at other convenient intervals mutually approved by Landlord and Tenant and in all other respects shall be based on such commercially reasonable disbursement conditions and procedures as Landlord, Project Manager and Landlord’s lender (if any) may reasonably prescribe (which conditions may include, without limitation, delivery of invoices and/or other evidence reasonably satisfactory to Landlord or Project Manager that Landlord or Tenant, as applicable, has expended or incurred expenses for the design and construction of Tenant Improvements for which the Tenant Improvement Allowance is eligible to be expended or applied, and delivery of conditional or unconditional lien releases from all parties performing the applicable work), which procedures shall (without limitation) be generally consistent with the TI Allowance Disbursement Diagram. Since the parties intend that Landlord will perform most (if not all) of the Tenant Improvements and will hold the contracts for the same, Landlord will generally make direct payment of amounts due to the TI General Contractor, the TI Architect and others under applicable contracts and will charge such payments against the Tenant Improvement Allowance, but prior to making any such payments, Landlord will first present Tenant with a copy of the full “draw request package” (including invoices, certifications, lien releases and similar items substantially comparable to the documentation that would be required from Tenant with respect to any funding of portions of the Tenant Improvement Allowance to be applied to Tenant’s Work, if any) and will request Tenant’s approval (not to be unreasonably withheld, conditioned or delayed) of the proposed disbursements. To the extent Tenant objects to any such proposed disbursements, Landlord shall still be entitled to make payments to the extent Landlord in its sole discretion determines that such payment is required or appropriate, but amounts not approved by Tenant (so long as such approval is not unreasonably withheld or conditioned) shall not be chargeable against the Tenant Improvement Allowance. Notwithstanding the foregoing provisions, (i) under no circumstances shall demonstrate sufficient experience, in Landlord's reasonable opinion, to complete the Tenant Improvement Allowance or any portion thereof be used or useable for any moving or relocation expenses Tenant's Work in a workmanlike manner, (ii) furnish a certificate of Tenant, or for any Cost of Improvement (or any other cost or expense) associated with any moveable furniture, 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 Leaseinsurance, and (iiiii) any portion of the Tenant Improvement Allowance which has not been claimed or drawn by Tenant within eighteen (18) months after the Rent Commencement Date shall expire and shall no longer be available to Tenant thereaftersatisfy other reasonable industry requirements.