Common use of Transfer Premium Clause in Contracts

Transfer Premium. If Landlord consents to a Transfer, as a condition thereto which the parties hereby agree is reasonable, Tenant shall pay to Landlord fifty percent (50%) of any “Transfer Premium,” as that term is defined in this Section 14.3, received by Tenant from such Transferee in any particular calendar month, which amount shall be paid to Landlord immediately following Tenant’s receipt of the same. “Transfer Premium” shall mean all rent, additional rent or other consideration (including, without limitation, key money, bonus money or other cash consideration but excluding any payment for assets, inventory, equipment or furniture transferred by Tenant to Transferee in connection with such Transfer) payable by such Transferee in connection with the Transfer in excess of the Rent and Additional Rent payable by Tenant under this Lease during the term of the Transfer on a per rentable square foot basis if less than all of the Premises is transferred, after deducting the reasonable expenses incurred by Tenant for (i) any changes, alterations and improvements to the Premises in connection with the Transfer, and (ii) any market rate, third party brokerage commissions incurred in connection with the Transfer (collectively, the “Subleasing Costs”); provided, however, that if, at the time of any such sublease or assignment, Landlord determines that the foregoing “Transfer Premium” formula may result in the receipt by Landlord of amounts that the Landlord may not be permitted to receive pursuant to any requirements, obligation or understanding applicable to Landlord, the parties agree to enter into an amendment to this Lease which revises the “Transfer Premium” formula in a manner that (x) is mutually agreed to by the parties and (y) does not result in any material increase in the expected costs or benefits to either party under this Section 14.3. 14.4

Transfer Premium. If Landlord consents to a Transfer, as a condition thereto which the parties hereby agree is reasonable, Tenant shall pay to Landlord fifty [***] percent (50[***]%) of any “an "Transfer Premium,” " as that term is defined in this Section 14.3, received by Tenant from such Transferee in any particular calendar month, which amount shall be paid to Landlord immediately following Tenant’s receipt of the sameTransferee. “"Transfer Premium” " shall mean all rent, additional rent or other consideration (including, without limitation, key money, bonus money or other cash consideration but excluding any payment for assets, inventory, equipment or furniture transferred by Tenant to Transferee in connection with such Transfer) payable by such Transferee in connection with the Transfer in excess of the Rent and Additional Rent payable by Tenant under this Lease during the term of the Transfer on a per rentable square foot basis if less than all of the Premises is transferred, after deducting the actual, documented and reasonable expenses incurred by Tenant for (i) any reasonable changes, alterations and improvements to the Premises in connection with the Transfer (made in accordance with the terns and provisions of this Lease) and/or any tenant improvement allowance provided by Tenant to the Transferee in connection with the Transfer, and (ii) any market rate, third party reasonable brokerage commissions incurred in connection with the Transfer Transfer, (collectivelyiii) reasonable attorney's fees and advertising expenses in connection with the Transfer, (iv) any free rent provided by Tenant to the “Subleasing Costs”); providedTransferee in connection with the Transfer, however(v) the Rent paid to Landlord by Tenant for all days that Tenant has vacated the Subject Space following the later of (A) the date the Subject Space was first vacated by Tenant, that if, at and (B) the time of any such sublease or assignment, date Landlord determines receives a factually correct written notice that the foregoing “Subject Space has been listed with an outside brokerage firm for marketing to third party tenants, and continuing up to the date Tenant's assignee or subtenant is obligated to commence the payment of rent for the Subject Space; and (vi) any other actual, documented, and reasonable costs and expenses paid by Tenant in connection with the Transfer. "Transfer Premium” formula may result in the receipt by Landlord of amounts that the Landlord may " shall also include, but not be permitted limited to, key money and bonus money paid by Transferee to receive pursuant Tenant in connection with such Transfer, and any payment in excess of fair market value for services rendered by Tenant to any requirements, obligation or understanding applicable to Landlord, the parties agree to enter into an amendment to this Lease which revises the “Transfer Premium” formula in a manner that (x) is mutually agreed to by the parties and (y) does not result in any material increase in the expected costs or benefits to either party under this Section 14.3. 14.4Transferee.

Transfer Premium. If Landlord consents to a Transfer, as a condition thereto which the parties hereby agree is reasonable, Tenant shall pay to Landlord fifty percent (50%) of any “Transfer Premium,” as that term is defined in this Section 14.3, received by Tenant from such Transferee in (other than any particular calendar month, which amount shall be paid to Landlord immediately following Tenant’s receipt of the samePermitted Transferee). “Transfer Premium” shall mean all rent, additional rent or other consideration (including, without limitation, key money, bonus money or other cash consideration but excluding any payment for assets, inventory, equipment or furniture transferred by Tenant to Transferee in connection with such Transfer) payable by such Transferee in connection with consideration for the Transfer in excess of the Rent and Additional Rent payable by Tenant under this Lease during the term of the Transfer on a per rentable square foot basis if less than all of the Premises is transferred, after deducting the reasonable third party expenses incurred by Tenant for (i) any design and construction costs incurred on account of changes, alterations and improvements to the Premises in connection with the Transfer, and (ii) any market ratefree base rent and tenant improvement allowances reasonably provided to the Transferee in connection with the Transfer (provided that such free rent and tenant improvement allowances shall be deducted only to the extent the same is included in the calculation of total consideration payable by such Transferee), third party (iii) any brokerage commissions in connection with the Transfer, and (iv) legal fees and disbursements reasonably incurred in connection with the Transfer (collectively, the “Tenant’s Subleasing Costs”); provided, however, that if, at the time of any such sublease or assignment, Landlord determines that the foregoing . “Transfer Premium” formula may result in the receipt by Landlord of amounts that the Landlord may shall also include, but not be permitted limited to, any lump sum payment, key money, bonus money or other cash consideration paid by Transferee to receive pursuant Tenant in connection with such Transfer, and any payment in excess of fair market value for services rendered by Tenant to any requirementsTransferee or for assets, obligation fixtures, inventory, equipment, or understanding furniture transferred by Tenant to Transferee in connection with such Transfer. The determination of the amount of Landlord’s applicable to Landlord, share of the parties agree to enter into an amendment to this Lease which revises Transfer Premium shall be made on a monthly basis as rent or other consideration is received by Tenant under the “Transfer Premium” formula in a manner that (x) is mutually agreed to by the parties and (y) does not result in any material increase in the expected costs or benefits to either party under this Section 14.3. 14.4Transfer.

Transfer Premium. If Landlord consents to a Transfer, as a condition thereto which the parties hereby agree is reasonable, Tenant shall pay to Landlord fifty percent (50%) of any “Transfer Premium,” as that term is defined ‘in this Section 14.3, received by Tenant from such Transferee in any particular calendar monthTransferee; provided, which amount however, that Tenant shall not be paid required to pay to Landlord immediately following Tenant’s receipt of the sameany Transfer Premium until such time as Tenant has recovered all applicable “Subleasing Costs,” as that term is defined hereinbelow. “Transfer Premium” shall mean all rent, additional rent or other consideration (including, without limitation, key money, bonus money or other cash consideration but excluding any payment for assets, inventory, equipment or furniture transferred by Tenant to Transferee in connection with such Transfer) payable by such Transferee in connection with the Transfer in excess of the Rent and Additional Rent payable by Tenant under this Lease during the term of the Transfer on a per rentable square foot basis if less than all of the Premises is transferred, after deducting the reasonable expenses incurred by Tenant for (i) any changes, alterations and improvements to the Premises in connection with the Transfer, and (ii) any market rate, third party commercially reasonable brokerage commissions incurred in connection with the Transfer, (iii) reasonable legal fees in connection with the Transfer, and (iv) reasonable out-of-pocket costs of advertising the Subject Space related to the Transfer (collectivelyitems (i), (ii), (iii) and (iv) collectively referred to herein as the “Subleasing Costs”); provided, however, that if, at the time of any such sublease or assignment, Landlord determines that the foregoing . “Transfer Premium” formula may result in the receipt by Landlord of amounts that the Landlord may shall also include, but not be permitted limited to, key money, bonus money or other cash consideration paid by Transferee to receive pursuant Tenant in connection with such Transfer, and any payment in excess of fair market value for services rendered by Tenant to any requirementsTransferee or for assets, obligation fixtures, inventory, equipment, or understanding applicable furniture transferred by Tenant to Landlord, the parties agree to enter into an amendment to this Lease which revises the “Transfer Premium” formula Transferee in a manner that (x) is mutually agreed to by the parties and (y) does not result in any material increase in the expected costs or benefits to either party under this Section 14.3. 14.4connection with such Transfer.

Transfer Premium. If Landlord consents to a Transfer, as a condition thereto which the parties hereby agree is reasonable, Tenant shall pay to Landlord fifty percent (50%) of any “Transfer Premium,” as that term is defined in this Section 14.3, received by Tenant from such Transferee in any particular calendar month, which amount shall be paid to Landlord immediately following Tenant’s receipt of the same. “Transfer Premium” shall mean all rent, additional rent or other consideration (including, without limitation, key money, bonus money or other cash consideration but excluding any payment for assets, inventory, equipment or furniture transferred by Tenant to Transferee in connection with such Transfer) payable by such Transferee in connection with the Transfer in excess of the Rent and Additional Rent payable by Tenant under this Lease during the term of the Transfer on a per rentable square foot basis if less than all of the Premises is transferred, after deducting the reasonable expenses incurred by Tenant for (i) any changes, alterations and improvements to the Premises in connection with the Transfer, and (ii) any market rate, third party brokerage commissions and reasonable attorneys’ fees incurred in connection with the Transfer Transfer, and (iii) any other concessions reasonably required to induce a subtenant (collectively, the “Subleasing Costs”); provided, however, that if, at the time of any such sublease or assignment, Landlord determines that the foregoing “Transfer Premium” formula may result in the receipt by Landlord of amounts that the Landlord may not be permitted to receive pursuant to any requirements, obligation or understanding applicable to Landlord, the parties agree to enter into an amendment to this Lease which revises the “Transfer Premium” formula in a manner that (x) is mutually agreed to by the parties and (y) does not result in any material increase in the expected costs or benefits to either party under this Section 14.3. 14.4“Transfer Premium” shall also include, but not be limited to, key money, bonus money or other cash consideration paid by Transferee to Tenant in connection with such Transfer, and any payment in excess of fair market value for services rendered by Tenant to Transferee or for assets, fixtures, inventory, equipment, or furniture transferred by Tenant to Transferee in connection with such Transfer; provided, however, that if, at the time of any such sublease or assignment, Landlord determines that Xxxxxxxx’s receipt of the foregoing amounts may result in the receipt by Landlord of amounts that the Landlord may not be permitted to receive pursuant to any requirements, obligation or understanding applicable to Landlord, the parties agree to enter into an amendment to this Lease which revises such amounts in a manner that (x) is mutually agreed to by the parties and (y) does not result in any material increase in the expected costs or benefits to either party under this Section 14.3.

Transfer Premium. If Landlord consents to a Transfer, as a condition thereto which the parties hereby agree is reasonable, Tenant shall pay to Landlord fifty percent (50%) of any “Transfer Premium,” as that term is defined in this Section 14.3, received by Tenant from such Transferee in (other than any particular calendar month, which amount shall be paid to Landlord immediately following Tenant’s receipt of the samePermitted Party). “Transfer Premium” shall mean all rent, additional rent or other consideration (including, without limitation, key money, bonus money or other cash consideration but excluding any payment for assets, inventory, equipment or furniture transferred by Tenant to Transferee in connection with such Transfer) payable by such Transferee in connection with the Transfer in excess of the Rent and Additional Rent payable by Tenant under this Lease during the term of the Transfer on a per rentable square foot basis if less than all of the Premises is transferred, after deducting the reasonable third party expenses incurred by Tenant for (i) any design and construction costs incurred on account of changes, alterations and improvements to the Premises in connection with the Transfer, and (ii) any market rate, third party brokerage commissions incurred free base rent and tenant improvement allowances reasonably provided to the Transferee in connection with the Transfer (provided that such free rent and tenant improvement allowances shall be deducted only to the extent the same is included in the calculation of total consideration payable by such Transferee), (iii)any brokerage commissions in connection with the Transfer, (iv) legal fees and disbursements reasonably incurred in connection with the Transfer, and (v) any unamortized Excess Costs, as defined in Exhibit 5 (as determined on a straight line basis over the initial term of this Lease, without interest) paid by Tenant for the Tenant Improvements (collectively, the “Tenant’s Subleasing Costs”); provided, however, that if, at the time of any such sublease or assignment, Landlord determines that the foregoing . “Transfer Premium” formula may result in the receipt by Landlord of amounts that the Landlord may shall also include, but not be permitted limited to, key money, bonus money or other cash consideration paid by Transferee to receive pursuant Tenant in connection with such Transfer, and any payment in excess of fair market value for services rendered by Tenant to any requirementsTransferee or for assets, obligation fixtures, inventory, equipment, or understanding furniture transferred by Tenant to Transferee in connection with such Transfer. The determination of the amount of Landlord’s applicable to Landlord, share of the parties agree to enter into an amendment to this Lease which revises Transfer Premium shall be made on a monthly basis as rent or other consideration is received by Tenant under the “Transfer Premium” formula in a manner that (x) is mutually agreed to by the parties and (y) does not result in any material increase in the expected costs or benefits to either party under this Section 14.3. 14.4Transfer.

Transfer Premium. If Landlord consents to a Transfer, as a condition thereto which the parties hereby agree is reasonable, Tenant shall pay to Landlord fifty percent (50%) of any “Transfer Premium,” as that term is defined in this Section 14.3, received by Tenant from such Transferee in any particular calendar month, which amount shall be paid to Landlord immediately following Tenant’s receipt of the sameTransferee. “Transfer Premium” shall mean all rent, additional rent or other consideration (including, without limitation, key money, bonus money or other cash consideration but excluding any payment for assets, inventory, equipment or furniture transferred by Tenant to Transferee in connection with such Transfer) payable by such Transferee in connection with the Transfer in excess of the Rent and Additional Rent payable by Tenant under this Lease during the term of the Transfer on a per rentable square foot basis if less than all of the Premises is transferred, after deducting the reasonable expenses incurred by Tenant for (i) any changes, alterations and improvements to the Premises in connection with the Transfer, and (ii) any market ratefree base rent or other economic concessions reasonably provided to the Transferee, third party (iii) any brokerage commissions incurred in connection with the Transfer Transfer, (collectivelyiv) any attorneys’ fees incurred by Tenant in connection with the negotiation and documentation of the Transfer, (v) any lease takeover costs incurred by Tenant in connection with the “Subleasing Costs”); providedTransfer, however(vi) any costs of advertising the space which is the subject of the Transfer, that if, at the time of and (vii) any review and processing fees paid to Landlord in connection with such sublease or assignment, Landlord determines that the foregoing Transfer. “Transfer Premium” formula may result in the receipt by Landlord of amounts that the Landlord may shall also include, but not be permitted limited to, key money, bonus money or other cash consideration paid by Transferee to receive pursuant Tenant in connection with such Transfer, and any payment in excess of fair market value for services rendered by Tenant to any requirementsTransferee or for assets, obligation fixtures, inventory, equipment, or understanding applicable furniture transferred by Tenant to Landlord, Transferee in connection with such Transfer. In the parties agree calculations of the Rent (as it relates to enter into an amendment to this Lease which revises the “Transfer Premium” formula in a manner that (x) is mutually agreed to by the parties and (y) does not result in any material increase in the expected costs or benefits to either party Premium calculated under this Section 14.3), the Rent paid during each annual period for the Subject Space shall be computed after adjusting such rent to the actual effective rent to be paid, taking into consideration any and all leasehold concessions granted in connection therewith, including, but not limited to, any rent credit and tenant improvement allowance. 14.4For purposes of calculating any such effective rent all such concessions shall be amortized on a straight-line basis over the relevant term.

Transfer Premium. If Landlord consents to a Transfer, as a condition thereto which the parties hereby agree is reasonable, Tenant shall pay to Landlord fifty percent (50%) of any “"Transfer Premium,” " as that term is defined in this Section SECTION 14.3, received by Tenant from such Transferee in any particular calendar month, which amount shall be paid to Landlord immediately following Tenant’s receipt of the sameTransferee. “Transfer Premium” "TRANSFER PREMIUM" shall mean all rent, additional rent or other consideration (including, without limitation, key money, bonus money or other cash consideration but excluding any payment for assets, inventory, equipment or furniture transferred by Tenant to Transferee in connection with such Transfer) payable by such Transferee in connection with the Transfer in excess of the Rent and Additional Rent payable by Tenant under this Lease during the term of the Transfer on a per rentable square foot basis if less than all of the Premises is transferred, after deducting the reasonable all expenses incurred by Tenant for (i) in making any changes, alterations and improvements to the Premises in connection with the Transfer, and (ii) any market ratefree base rent provided to the Transferee, third party (iii) any brokerage commissions incurred or legal fees paid to third parties in connection with the Transfer, and (iv) any architectural or engineering expenses incurred by Tenant. "Transfer Premium" shall also include, but not be limited to, bonus money or other cash consideration paid by Transferee to Tenant in connection with such Transfer, and any payment in excess of fair market value for services rendered by Tenant to Transferee or for assets, fixtures, inventory, equipment, or furniture transferred by Tenant to Transferee in connection with such Transfer. In the calculations of the Rent (collectivelyas it relates to the Transfer Premium calculated under this SECTION 14.3), and the Transferee's Rent, the “Subleasing Costs”); providedRent paid during each annual period for the Subject Space, howeverand the Transferee's Rent shall be computed after adjusting such rent to the actual effective rent to be paid, that iftaking into consideration any and all leasehold concessions granted in connection therewith, at the time including, but not limited to, any rent credit and tenant improvement allowance. For purposes of calculating any such sublease or assignment, Landlord determines that effective rent all such concessions shall be amortized on a straight-line basis over the foregoing “Transfer Premium” formula may result in the receipt by Landlord of amounts that the Landlord may not be permitted to receive pursuant to any requirements, obligation or understanding applicable to Landlord, the parties agree to enter into an amendment to this Lease which revises the “Transfer Premium” formula in a manner that (x) is mutually agreed to by the parties and (y) does not result in any material increase in the expected costs or benefits to either party under this Section 14.3. 14.4relevant term.

Transfer Premium. If Landlord consents to a Transfer, as a condition thereto which the parties hereby agree is reasonable, Tenant shall pay to Landlord fifty percent (50%) of any “Transfer Premium,” as that term is defined in this Section 14.3, received by Tenant from such Transferee in any particular calendar month, which amount shall be paid to Landlord immediately following Tenant’s receipt of the sameTransferee. “Transfer Premium” shall mean all rent, additional rent or other consideration (including, without limitation, key money, bonus money or other cash consideration but excluding any payment for assets, inventory, equipment or furniture transferred by Tenant to Transferee in connection with such Transfer) payable by such Transferee in connection with the Transfer in excess of the Rent and Additional Rent payable by Tenant under this Lease during the term of the Transfer on a per rentable square foot basis if less than all of the Premises is transferred, after deducting the reasonable expenses incurred by Tenant for (i) any changes, alterations and improvements to the Premises in connection with the Transfer, and (ii) any market ratefree base rent or other economic concessions reasonably provided to the Transferee, third party and (iii) any brokerage commissions incurred in connection with the Transfer (collectively, the “Subleasing Costs”); provided, however, that if, at the time of any such sublease or assignment, Landlord determines that the foregoing Transfer. “Transfer Premium” formula may result in the receipt by Landlord of amounts that the Landlord may shall also include, but not be permitted limited to, key money, bonus money or other cash consideration paid by Transferee to receive pursuant Tenant in connection with such Transfer, and to the extent any requirementssuch payment is in excess of fair market value, obligation for (A) services rendered by Tenant to Transferee, or understanding applicable (B) assets, fixtures, inventory, equipment, or furniture transferred by Tenant to Landlord, Transferee in connection with such Transfer. In the parties agree calculations of the Rent (as it relates to enter into an amendment to this Lease which revises the “Transfer Premium” formula in a manner that (x) is mutually agreed to by the parties and (y) does not result in any material increase in the expected costs or benefits to either party Premium calculated under this Section 14.3), and the Transferee’s Rent and Quoted Rent under Section 14.2 of this Lease, the Rent paid during each annual period for the Subject Space, and the Transferee’s Rent and the Quoted Rent, shall be computed after adjusting such rent to the actual effective rent to be paid, taking into consideration any and all leasehold concessions granted in connection therewith, including, but not limited to, any rent credit and any improvement allowance. 14.4For purposes of calculating any such effective rent all such concessions shall be amortized on a straight-line basis over the relevant term.

Transfer Premium. If Landlord consents to a Transfer, as a condition thereto which the parties hereby agree is reasonable, Tenant shall pay to Landlord fifty percent (50%) of any “Transfer Premium,” as that term is defined in this Section 14.3, actually received by Tenant from such Transferee Transferee; provided, however, that Tenant shall not be required to pay to Landlord any Transfer Premium until such time as Tenant has recovered all applicable “Subleasing Costs,” as that term is defined in this Section 14.3, it being understood that if in any particular calendar monthyear the gross revenues, which less the deductions set forth and included in Subleasing Costs, are less than any and all costs actually paid in assigning or subletting the affected space (collectively “Transaction Costs”), the amount of the excess Transaction Costs shall be paid carried over to Landlord immediately following Tenant’s receipt of the samenext year and then deducted from net revenues with the procedure repeated until a Transfer Premium is achieved. “Transfer Premium” shall mean all rent, additional rent or other consideration (including, without limitation, key money, bonus money or other cash consideration but excluding any payment for assets, inventory, equipment or furniture transferred by Tenant to Transferee in connection with such Transfer) payable by such Transferee in connection with the Transfer in excess of the Rent and Additional Rent payable by Tenant under this Lease during the term of the Transfer on a per rentable square foot basis if less than all of the Premises is transferred, after deducting the reasonable expenses incurred by Tenant for (i) any changes, alterations and improvements to the Premises in connection with the Transfer, and (ii) any market ratefree rent reasonably provided to the Transferee, third party (iii) any brokerage commissions incurred in connection with the Transfer Transfer, (collectivelyiv) any lease takeover incurred by Tenant in connection with the Transfer; (v) out-of-pocket costs of advertising the space subject to the Transfer, (vi) any improvement allowance or other economic concessions paid by Tenant to the Transferee in connection with the Transfer; (vii) reasonable attorneys’ fees incurred by Tenant in connection with the Transfer; and (viii) the unamortized amount (with amortization using an interest factor of 8% per year) of the amount expended by Tenant above and beyond the amount of the Tenant Improvement Allowance in connection with the Tenant Improvements located in the Subject Space (which amounts are reflected in the “Subleasing Final Costs”” as defined in the Tenant Work Letter); provided, however, that if, at the time of any such sublease or assignment, Landlord determines that the foregoing . “Transfer Premium” formula may result in the receipt by Landlord of amounts that the Landlord may shall also include, but not be permitted limited to, key money, bonus money or other cash consideration paid by Transferee to receive pursuant Tenant in connection with such Transfer, and any payment in excess of fair market value for services rendered by Tenant to any requirementsTransferee or for assets, obligation fixtures, inventory, equipment, or understanding applicable furniture transferred by Tenant to Landlord, the parties agree to enter into an amendment to this Lease which revises the “Transfer Premium” formula Transferee in a manner that (x) is mutually agreed to by the parties and (y) does not result in any material increase in the expected costs or benefits to either party under this Section 14.3. 14.4connection with such Transfer.

Transfer Premium. If Landlord consents to a Transfer, as a condition thereto which the parties hereby agree is reasonable, Tenant shall pay to Landlord fifty percent (50%) of any “Transfer Premium,” as that term is defined in this Section 14.3, received by Tenant from such Transferee in any particular calendar monthTransferee; provided, which amount however, that Tenant shall not be paid required to pay to Landlord immediately following Tenant’s receipt of the sameany Transfer Premium until such time as Tenant has recovered all applicable “Transaction Costs,” as that term is defined in this Section 14.3. “Transfer Premium” shall mean all rent, additional rent or other consideration (including, without limitation, key money, bonus money or other cash consideration but excluding any payment for assets, inventory, equipment or furniture transferred by Tenant to Transferee in connection with such Transfer) payable by such Transferee in connection with the Transfer in excess of the Rent and Additional Rent payable by Tenant under this Lease during the term of the Transfer on a per rentable square foot basis if less than all of the Premises is transferred, transferred after deducting the reasonable expenses incurred by Tenant for (i) any changes, alterations alterations, and improvements to the Premises in connection with the Transfer, and (ii) any market ratefree base rent provided to the Transferee, third party (iii) any brokerage commissions in connection with the Transfer, (iv) any lease takeover incurred by Tenant in connection with the Transfer, (v) out-of-pocket costs of advertising the space subject to the Transfer, (vi) any architectural fees paid by Tenant in connection with the Transfer, (vii) any improvement allowance or other economic concessions paid by Tenant to the Transferee in connection with the Transfer, and (viii) reasonable attorneys’ fees incurred by Tenant in connection with the Transfer (collectively, the “Subleasing Transaction Costs”); provided, however, that if, at the time of any such sublease or assignment, Landlord determines that the foregoing . “Transfer Premium” formula may result in the receipt by Landlord of amounts that the Landlord may shall also include, but not be permitted limited to, any cash consideration paid by Transferee to receive pursuant Tenant in connection with such Transfer in excess of fair market value for services rendered by Tenant to any requirementsTransferee or for assets, obligation fixtures, inventory, equipment, or understanding furniture transferred by Tenant to Transferee in connection with such Transfer. The determination of the amount of Landlord’s applicable to Landlord, share of the parties agree to enter into an amendment to this Lease which revises Transfer Premium shall be made on a monthly basis as rent or other consideration is received by Tenant under the “Transfer Premium” formula in a manner that (x) is mutually agreed to by the parties and (y) does not result in any material increase in the expected costs or benefits to either party under this Section 14.3. 14.4Transfer.

Transfer Premium. If Landlord consents to a Transfer, as a condition thereto which the parties hereby agree is reasonable, Tenant shall pay to Landlord fifty percent (50%) of any “"Transfer Premium,” " as that term is defined in this Section 14.3, received by Tenant from such Transferee in any particular calendar month, which amount shall be paid to Landlord immediately following Tenant’s receipt of the sameTransferee. “"Transfer Premium” " shall mean all rent, additional rent or other consideration (including, without limitation, key money, bonus money or other cash consideration but excluding any payment for assets, inventory, equipment or furniture transferred by Tenant to Transferee in connection with such Transfer) payable by such Transferee in connection with the Transfer in excess of the Rent and Additional Rent payable by Tenant under this Lease during the term of the Transfer on a per rentable square foot basis if less than all of the Premises is transferred, after deducting the reasonable expenses incurred by Tenant for (i) any changes, alterations and improvements to the Premises in connection with the Transfer, and (ii) any market ratefree base rent reasonably provided to the Transferee in connection with the Transfer (provided that such free rent shall be deducted only to the extent the same is included in the calculation of total consideration payable by such Transferee), third party and (iii) any brokerage commissions in connection with the Transfer and (iv) legal fees reasonably incurred in connection with the Transfer (collectively, the “"Tenant's Subleasing Costs”"); provided, however, that if, at the time of any such sublease or assignment, Landlord determines that the foregoing “. "Transfer Premium” formula may result in the receipt by Landlord of amounts that the Landlord may " shall also include, but not be permitted limited to, key money, bonus money or other cash consideration paid by Transferee to receive pursuant Tenant in connection with such Transfer, and any payment in excess of fair market value for services rendered by Tenant to any requirementsTransferee or for assets, obligation fixtures, inventory, equipment, or understanding furniture transferred by Tenant to Transferee in connection with such Transfer. The determination of the amount of Landlord's applicable share of the Transfer Premium shall be made on a monthly basis as rent or other consideration is received by Tenant under the Transfer. For purposes of calculating the Transfer Premium on a monthly basis, Tenant's Subleasing Costs shall be deemed to Landlord, be expended by Tenant in equal monthly amounts over the parties agree to enter into an amendment to this Lease which revises entire term of the “Transfer Premium” formula in a manner that (x) is mutually agreed to by the parties and (y) does not result in any material increase in the expected costs or benefits to either party under this Section 14.3. 14.4Transfer.

Transfer Premium. If Landlord consents to a Transfer, as a condition thereto which the parties hereby agree is reasonable, Tenant shall pay to Landlord fifty percent (50%) of any “Transfer Premium,” ”, as that term is defined in this Section 14.3, received by Tenant from such Transferee in any particular calendar month, which amount shall be paid to Landlord immediately following Tenant’s receipt of the sameTransferee. “Transfer Premium” shall mean all rent, additional rent or other consideration (including, without limitation, key money, bonus money or other cash consideration but excluding any payment for assets, inventory, equipment or furniture transferred by Tenant to Transferee in connection with such Transfer) payable by such Transferee in connection with the Transfer in excess of the Rent and Additional Rent payable by Tenant under this Lease during the term of the Transfer on a per rentable square foot basis if less than all of the Premises is transferred, after deducting the reasonable third party expenses incurred by Tenant for (i) any design and construction costs incurred on account of changes, alterations and improvements to the Premises in connection with the Transfer, and (ii) any market ratefree base rent and tenant improvement allowances reasonably provided to the Transferee in connection with the Transfer (provided that such free rent and tenant improvement allowances shall be deducted only to the extent the same is included in the calculation of total consideration payable by such Transferee), third party (iii) any brokerage commissions and/or marketing expenses in connection with the Transfer, and (iv) legal fees and disbursements reasonably incurred in connection with the Transfer (collectively, the “Tenant’s Subleasing Costs”); provided, however, that if, at the time of any such sublease or assignment, Landlord determines that the foregoing . “Transfer Premium” formula may result in the receipt by Landlord of amounts that the Landlord may shall also include, but not be permitted limited to, any lump sum payment, key money, bonus money or other cash consideration paid by Transferee to receive pursuant Tenant in connection with such Transfer, and any payment in excess of fair market value for services rendered by Tenant to any requirementsTransferee or for assets, obligation fixtures, inventory, equipment, or understanding furniture transferred by Tenant to Transferee in connection with such Transfer. The determination of the amount of Landlord’s applicable to Landlord, share of the parties agree to enter into an amendment to this Lease which revises Transfer Premium shall be made on a monthly basis as rent or other consideration is received by Tenant under the “Transfer Premium” formula in a manner that (x) is mutually agreed to by the parties and (y) does not result in any material increase in the expected costs or benefits to either party under this Section 14.3. 14.4Transfer.

Transfer Premium. If Landlord consents to a Transfer, as a condition thereto which the parties hereby agree is reasonable, Tenant shall pay to Landlord fifty percent (50%) of any “Transfer Premium,” as that term is defined in this Section 14.3, received by Tenant from such Transferee in any particular calendar month, which amount shall be paid to Landlord immediately following Tenant’s receipt of the same. “Transfer Premium” shall mean all rent, additional rent or other consideration (including, without limitation, key money, bonus money or other cash consideration but excluding any payment for assets, inventory, equipment or furniture transferred by Tenant to Transferee in connection with such Transfer) payable by such Transferee in connection with the Transfer in excess of the Rent and Additional Rent payable by Tenant under this Lease during the term of the Transfer on a per rentable square foot basis if less than all of the Premises is transferred, after deducting the reasonable expenses incurred by Tenant for (i) any changes, alterations and improvements to the Premises in connection with the Transfer, and (ii) any market rate, third party brokerage commissions incurred in connection with the Transfer (collectively, the “Subleasing Costs”); provided, however, that if, at the time of any such sublease or assignment, Landlord determines that the foregoing “Transfer Premium” formula may result in the receipt by Landlord of amounts that the Landlord may not be permitted to receive pursuant to any requirements, obligation or understanding applicable to Landlord, the parties agree to enter into an amendment to this Lease which revises the “Transfer Premium” formula in a manner that (x) is mutually agreed to by the parties and (y) does not result in any material increase in the expected costs or benefits to either party under this Section 14.3. 14.4.

Transfer Premium. If Landlord consents to a Transfer, as a condition thereto which the parties hereby agree is reasonable, Tenant shall pay to Landlord fifty percent (50%) of any “Transfer Premium,” as that term is defined in this Section SECTION 14.3, received by Tenant from such Transferee in any particular calendar month, which amount shall be paid to Landlord immediately following Tenant’s receipt of the sameTransferee. “Transfer PremiumTRANSFER PREMIUM” shall mean all rent, additional rent or other consideration (including, without limitation, key money, bonus money or other cash consideration but excluding any payment for assets, inventory, equipment or furniture transferred by Tenant to Transferee in connection with such Transfer) payable by such Transferee in connection with the Transfer in excess of the Rent and Additional Rent payable by Tenant under this Lease during the term of the Transfer on a per rentable square foot basis if less than all of the Premises is transferred, after deducting the reasonable all expenses incurred by Tenant for (i) in making any changes, alterations and improvements to the Premises in connection with the Transfer, and (ii) any market ratefree base rent provided to the Transferee, third party (iii) any brokerage commissions incurred or legal fees paid to third parties in connection with the Transfer Transfer, and (collectively, the “Subleasing Costs”); provided, however, that if, at the time of iv) any such sublease architectural or assignment, Landlord determines that the foregoing engineering expenses incurred by Tenant. “Transfer Premium” formula may result in the receipt by Landlord of amounts that the Landlord may shall also include, but not be permitted limited to, bonus money or other cash consideration paid by Transferee to receive pursuant Tenant in connection with such Transfer, and any payment in excess of fair market value for services rendered by Tenant to any requirementsTransferee or for assets, obligation fixtures, inventory, equipment, or understanding applicable furniture transferred by Tenant to LandlordTransferee in connection with such Transfer. In the calculations of the Rent (as it relates to the Transfer Premium calculated under this SECTION 14.3), and the Transferee’s Rent, the parties agree Rent paid during each annual period for the Subject Space, and the Transferee’s Rent shall be computed after adjusting such rent to enter the actual effective rent to be paid, taking into an amendment to this Lease which revises consideration any and all leasehold concessions granted in connection therewith, including, but not limited to, any rent credit and tenant improvement allowance. For purposes of calculating any such effective rent all such concessions shall be amortized on a straight-line basis over the “Transfer Premium” formula in a manner that (x) is mutually agreed to by the parties and (y) does not result in any material increase in the expected costs or benefits to either party under this Section 14.3. 14.4relevant term.

Transfer Premium. If Landlord consents to a Transfer, as a condition ---------------- thereto which the parties hereby agree is reasonable, Tenant shall pay to Landlord fifty percent (50%) of any “"Transfer Premium,” " as that term is defined in this Section 14.3, received by Tenant from such Transferee in any particular calendar month, which amount shall be paid to Landlord immediately following Tenant’s receipt of the sameTransferee. “Transfer Premium” "TRANSFER PREMIUM" shall mean all rent, additional rent or other consideration (including, without limitation, key money, bonus money or other cash consideration but excluding any payment for assets, inventory, equipment or furniture transferred by Tenant to Transferee in connection with such Transfer) payable by such Transferee in connection with the Transfer in excess of the Rent and Additional Rent payable by Tenant under this Lease during the term of the Transfer on a per rentable square foot basis if less than all of the Premises is transferred, after deducting the reasonable expenses incurred by Tenant for (i) any changes, alterations and improvements to the Premises in connection with the Transfer, and (ii) any market ratefree base rent reasonably provided to the Transferee, third party and (iii) any brokerage commissions incurred in connection with the Transfer (collectively, the “Subleasing Costs”); provided, however, that if, at the time of any such sublease or assignment, Landlord determines that the foregoing “Transfer. "Transfer Premium” formula may result in the receipt by Landlord of amounts that the Landlord may " shall also include, but not be permitted limited to, key money, bonus money or other cash consideration paid by Transferee to receive pursuant Tenant in connection with such Transfer. In the calculations of the Rent (as it relates to any requirements, obligation or understanding applicable to Landlord, the parties agree to enter into an amendment to this Lease which revises the “Transfer Premium” formula in a manner that (x) is mutually agreed to by the parties and (y) does not result in any material increase in the expected costs or benefits to either party Premium calculated under this Section 14.3), and the Transferee's Rent and Quoted Rent under Section 14.2 of this Lease, the Rent paid during each annual period for the Subject Space, and the Transferee's Rent and the Quoted Rent, shall be computed after adjusting such rent to the actual effective rent to be paid, taking into consideration any and all leasehold concessions granted in connection therewith, including, but not limited to, any rent credit and tenant improvement allowance. 14.4For purposes of calculating any such effective rent all such concessions shall be amortized on a straight-line basis over the relevant term.

Transfer Premium. If Landlord consents to a Transfer, as a condition thereto which the parties hereby agree is reasonable, Tenant shall pay to Landlord fifty percent (50%) of any “Transfer Premium,” as that term is defined in this Section 14.3, received by Tenant from such Transferee in any particular calendar month, which amount shall be paid to Landlord immediately following Tenant’s receipt of the same. “Transfer Premium” shall mean all rent, additional rent or other consideration (including, without limitation, key money, bonus money or other cash consideration but excluding any payment for assets, inventory, equipment or furniture transferred by Tenant to Transferee in connection with such Transfer) payable by such Transferee in connection with the Transfer in excess of the Rent and Additional Rent payable by Tenant under this Lease during the term of the Transfer on a per rentable square foot basis if less than all of the Premises is transferred, after deducting the reasonable expenses incurred by Tenant for (i) any changes, alterations and improvements to the Premises in connection with the Transfer, and (ii) any market rate, third party brokerage commissions and reasonable attorneys’ fees incurred in connection with the Transfer Transfer, and (iii) any other concessions reasonably required to induce a subtenant (collectively, the “Subleasing Costs”); provided, however, that if, at the time of any such sublease or assignment, Landlord determines that the foregoing “Transfer Premium” formula may result in the receipt by Landlord of amounts that the Landlord may not be permitted to receive pursuant to any requirements, obligation or understanding applicable to Landlord, the parties agree to enter into an amendment to this Lease which revises the “Transfer Premium” formula in a manner that (x) is mutually agreed to by the parties and (y) does not result in any material increase in the expected costs or benefits to either party under this Section 14.3. 14.4“Transfer Premium” shall also include, but not be limited to, key money, bonus money or other cash consideration paid by Transferee to Tenant in connection with such Transfer, and any payment in excess of fair market value for services rendered by Tenant to Transferee or for assets, fixtures, inventory, equipment, or furniture transferred by Tenant to Transferee in connection with such Transfer; provided, however, that if, at the time of any such sublease or assignment, Landlord determines that Landlord’s receipt of the foregoing amounts may result in the receipt by Landlord of amounts that the Landlord may not be permitted to receive pursuant to any requirements, obligation or understanding applicable to Landlord, the parties agree to enter into an amendment to this Lease which revises such amounts in a manner that (x) is mutually agreed to by the parties and (y) does not result in any material increase in the expected costs or benefits to either party under this Section 14.3.

Transfer Premium. If Landlord consents to a Transfer, as a condition thereto which the parties hereby agree is reasonable, Tenant shall pay to Landlord fifty percent (50%) of any “Transfer Premium,” as that term is defined in this Section 14.3, received by Tenant from such Transferee in any particular calendar month, which amount shall be paid to Landlord immediately following Tenant’s receipt of the sameTransferee. “Transfer Premium” shall mean all rent, additional rent or other consideration (including, without limitation, key money, bonus money or other cash consideration but excluding any payment for assets, inventory, equipment or furniture transferred by Tenant to Transferee in connection with such Transfer) payable by such Transferee in connection with the Transfer in excess of the Rent and Additional Rent payable by Tenant under this Lease during the term of the Transfer on a per rentable square foot basis if less than all of the Premises is transferred, after deducting the reasonable expenses incurred by Tenant for (i) any changes, alterations and improvements to the Premises in connection with the Transfer, and (ii) any market ratefree base rent or other economic concessions reasonably provided to the Transferee, third party (iii) any brokerage commissions incurred in connection with the Transfer, (iv) any attorneys’ fees incurred by Tenant in connection with the Transfer, (v) any lease takeover costs incurred by Tenant in connection with the Transfer, (vi) any costs of advertising the space which is the subject of the Transfer, (vii) any review and processing fees paid to Landlord in connection with such Transfer, and (viii) the amount of Base Rent and Additional Rent paid by Tenant to Landlord with respect to the Subject Space during the period commencing on the later of (A) the date Tenant contracts with a reputable broker to market the Subject Space and notifies the Landlord in writing of such contract (or commences negotiations with the Transferee), and (B) the date Tenant vacates the Subject Space, and ending on the day immediately preceding the first (1st) day of the term pertaining to the Transfer (the forgoing items (i) through (viii) are, collectively, the “Subleasing Transfer Costs”); provided, however, that if, at Tenant shall be entitled to first recapture all of such Transfer Costs before distributing to Landlord its fifty percent (50%) interest in the time of any such sublease or assignment, Landlord determines that the foregoing Transfer Premium. “Transfer Premium” formula may result in the receipt by Landlord of amounts that the Landlord may shall also include, but not be permitted limited to, key money, bonus money or other cash consideration paid by Transferee to receive pursuant Tenant in connection with such Transfer, and any payment in excess of fair market value for services rendered by Tenant to any requirementsTransferee or for tangible assets (as opposed to intellectual property), obligation fixtures, inventory, equipment, or understanding applicable furniture transferred by Tenant to Landlord, Transferee in connection with such Transfer. In the parties agree calculations of the Rent (as it relates to enter into an amendment to this Lease which revises the “Transfer Premium” formula in a manner that (x) is mutually agreed to by the parties and (y) does not result in any material increase in the expected costs or benefits to either party Premium calculated under this Section 14.3), the Rent paid during each annual period for the Subject Space, shall be computed after adjusting such rent to the actual effective rent to be paid, taking into consideration any and all leasehold concessions granted in connection therewith, including, but not limited to, any rent credit and improvement allowance. 14.4For purposes of calculating any such effective rent all such concessions shall be amortized on a straight-line basis over the relevant term.

Transfer Premium. If Landlord consents to a Transfer, as a condition thereto which the parties hereby agree is reasonable, Tenant shall pay Landlord an amount equal to Landlord fifty percent (50%) % of any “Transfer Premium,” as that term is Premium (defined in this Section 14.3below). As used herein, received by Tenant from such Transferee in any particular calendar month, which amount shall be paid to Landlord immediately following Tenant’s receipt of the same. “Transfer Premium” shall mean all rentmeans (a) in the case of an assignment, additional rent any consideration (including payment the Leasehold Improvements) paid by the assignee for such assignment, less any reasonable and customary expenses directly incurred by Tenant on account of such assignment, including brokerage fees, legal fees, and Landlord’s review fee; (b) in the case of a sublease, license or other occupancy agreement, for each month of the term of such agreement, the amount by which all rent and other consideration paid by the transferee to Tenant pursuant to such agreement (including, without limitation, key money, bonus money or other cash consideration but excluding any payment for assets, inventory, equipment or furniture transferred less all reasonable and customary expenses directly incurred by Tenant to Transferee in connection with on account of such Transferagreement, including brokerage fees, legal fees, construction costs and Landlord’s review fee, as amortized on a monthly, straight-line basis over the term of such agreement) payable by such Transferee in connection with exceeds the Transfer in excess of the Rent and Additional Monthly Rent payable by Tenant under hereunder with respect to the Contemplated Transfer Space; and (c) in the case of a Change of Control, any consideration (including payment for Leasehold Improvements) paid by the new controlling party(ies) to the prior controlling party(ies) on account of this Lease during Lease, less Landlord’s review fee and, to the term extent reasonably allocable to this Lease, any other reasonable and customary expenses directly incurred by such prior controlling party(ies) on account of such Change of Control. Payment of Landlord’s share of the Transfer on a per rentable square foot basis if less than all of the Premises is transferred, after deducting the reasonable expenses incurred by Tenant for (i) any changes, alterations and improvements to the Premises in connection with the Transfer, and (ii) any market rate, third party brokerage commissions incurred in connection with the Transfer (collectively, the “Subleasing Costs”); provided, however, that if, at the time of any such sublease or assignment, Landlord determines that the foregoing “Transfer Premium” formula may result in the receipt by Landlord of amounts that the Landlord may not Premium shall be permitted to receive pursuant to any requirements, obligation or understanding applicable to Landlord, the parties agree to enter into an amendment to this Lease which revises the “Transfer Premium” formula in a manner that made (x) is mutually agreed to by in the parties case of an assignment or a Change of Control, within 10 days after Tenant or the prior controlling party(ies), as the case may be, receive(s) the consideration described above, and (y) does not result in any material increase in the expected costs case of a sublease, license or benefits to either party under this Section 14.3. 14.4other occupancy agreement, for each month of the term of such agreement, within five (5) business days after Tenant receives the rent and other consideration described above.

Transfer Premium. If Except as otherwise provided in Sections 14.6 and 14.7 below, if Landlord consents to a Transfer, as a condition thereto which the parties hereby agree is reasonable, Tenant shall pay to Landlord fifty percent (50%) of any “Transfer Premium,” as that term is defined in this Section 14.3, received by Tenant from such Transferee in any particular calendar month, which amount shall be paid to Landlord immediately following Tenant’s receipt of the sameTransferee. “Transfer Premium” shall mean all rent, additional rent or rent, parking charges and other consideration (including, without limitation, key money, bonus money or other cash consideration but excluding any payment for assets, inventory, equipment or furniture transferred by Tenant to Transferee in connection with such Transfer) payable by received from such Transferee in connection with the Transfer in excess of the Rent Rent, Additional Rent, parking charges and Additional Rent other consideration payable by Tenant under this Lease during the term of the Transfer on a per rentable square foot basis if less than all of the Premises is transferred, after deducting the actual, reasonable and documented expenses incurred by Tenant for the following (collectively, the “Subleasing Costs”): (i) any changes, alterations and improvements made to the Premises Premises, and/or any tenant improvement allowance, space planning allowance, moving allowance or other out-of-pocket monetary concessions paid or provided by Tenant to the Transferee, in connection with the Transfer, and ; (ii) any market rate, third party brokerage commissions incurred and advertising expenses in connection with the Transfer; and (iii) reasonable legal fees incurred by Tenant in negotiating the Transfer and obtaining Landlord’s consent thereto (collectivelyincluding Landlord’s attorneys’ fees); (iv) any costs to buy-out or takeover the previous lease of a Transferee; and (v) the Rent paid to Landlord by Tenant for all days that Tenant has vacated the Subject Space following the later of (A) the date the Subject Space was first vacated by Tenant, (B) the date Landlord receives a factually correct written notice of Tenant’s intention to assign or sublet the Subject Space, and (C) the date Landlord receives a factually correct written notice that the Subject Space has been listed with an outside brokerage firm for marketing to third party tenants, up to the effective date of the sublease or assignment covering said Subject Space, or, if earlier, the “Subleasing Costs”); provided, however, that if, at date Tenant’s assignee or subtenant takes possession of the time Subject Space or Tenant ceases to list the Subject Space with an outside brokerage firm for marketing to third party tenants. The Transfer Premium shall not apply to any assignment or sublease to an Affiliate or a sublease to a Business Affiliate pursuant to the provisions of any such sublease or assignment, Landlord determines that the foregoing Sections 14.6 and 14.7 below. “Transfer Premium” formula may result in the receipt by Landlord of amounts that the Landlord may shall also include, but not be permitted limited to, key money and bonus money paid by Transferee to receive pursuant Tenant in connection with such Transfer but not sales proceeds from the sale of Tenant or an Affiliate, and any payment in excess of fair market value for services rendered by Tenant to the Transferee or for assets, fixtures, inventory, equipment, or furniture transferred by Tenant to Transferee in connection with such Transfer. Under no circumstances shall Landlord be paid any requirementsTransfer Premium until Tenant has recovered all Subleasing Costs for such Transferred Space, obligation or understanding applicable to Landlordit being understood that if in any year the gross revenues, less the deductions set forth and included in Subleasing Costs, are less than such Subleasing Costs, the parties agree amount of the excess Subleasing Costs shall be carried over to enter into an amendment to this Lease which revises the “next year and then deducted from gross revenues with the procedure repeated until a Transfer Premium” formula in a manner that (x) Premium is mutually agreed to by the parties and (y) does not result in any material increase in the expected costs or benefits to either party under this Section 14.3. 14.4achieved.

Transfer Premium. If Landlord consents to a Transfer, as a condition thereto which the parties hereby agree is reasonable, Tenant shall pay to Landlord fifty percent (50%) [*] of any “"Transfer Premium,” " as that term is defined in this Section 14.3, received by Tenant from such Transferee in any particular calendar month, which amount shall be paid to Landlord immediately following Tenant’s receipt of the sameTransferee. “Transfer Premium” "TRANSFER PREMIUM" shall mean all rent, additional rent or other consideration (including, without limitation, key money, bonus money or other cash consideration but excluding any payment for assets, inventory, equipment or furniture transferred actually received by Tenant to Transferee in connection with such Transfer) payable by such Transferee in connection with the Transfer in excess of the Rent and Additional Rent payable by Tenant under this Lease during the term of the Transfer on a per rentable square foot basis if less than all of the Premises is transferred, after deducting the reasonable expenses incurred by Tenant for (i) any changes, alterations and improvements to the Premises in connection with the Transfer, and (ii) any market rate, third party brokerage commissions incurred free base rent reasonably provided to the Transferee in connection with the Transfer, (iii) any brokerage commissions in connection with the Transfer, (iv) legal fees, (v) moving costs, (vi) advertising costs; (vii) lease takeover/assumption costs, (viii) key money, bonus money or other cash consideration paid by Transferee to Tenant in connection with such Transfer, (ix) any payment in excess of fair market value for services rendered by Tenant to Transferee or for assets, fixtures, inventory, equipment, or furniture transferred by Tenant to Transferee in connection with such Transfer, and (x) any other costs necessary to induce the Transferee to enter into the Transfer with Tenant (collectively, the “Subleasing Costs”"TENANT'S SUBLEASING COSTS"); provided, however, that if, at the time of any such sublease or assignment, Landlord determines that the foregoing “Transfer Premium” formula may result in the receipt by Landlord of amounts that the Landlord may not be permitted to receive . * Portions redacted pursuant to any requirements, obligation or understanding applicable to Landlord, a request for confidential treatment filed with the parties agree to enter into an amendment to this Lease which revises the “Transfer Premium” formula in a manner that (x) is mutually agreed to by the parties Securities and (y) does not result in any material increase in the expected costs or benefits to either party under this Section 14.3. 14.4Exchange Commission.

Transfer Premium. If Landlord consents to a Transfer, as a condition thereto which the parties hereby agree is reasonable, Tenant shall pay to Landlord fifty percent (50%) of any “"Transfer Premium,” " as that term is defined in this Section SECTION 14.3, received by Tenant from such Transferee in any particular calendar month, which amount shall be paid to Landlord immediately following Tenant’s receipt of the sameTransferee. “Transfer Premium” "TRANSFER PREMIUM" shall mean all rent, additional rent or other consideration (including, without limitation, key money, bonus money or other cash consideration but excluding any payment for assets, inventory, equipment or furniture transferred by Tenant to Transferee in connection with such Transfer) payable by such Transferee in connection with the Transfer in excess of the Rent and Additional Rent payable by Tenant under this Lease during the term of the Transfer on a per rentable square foot basis if less than all of the Premises is transferred, after deducting the reasonable all expenses incurred by Tenant for (i) in making any changes, alterations and improvements to the Premises in connection with the Transfer, and (ii) any market ratefree base rent provided to the Transferee, third party and (iii) any brokerage commissions incurred in connection with the Transfer. "Transfer Premium" shall also include, but not be limited to, bonus money or other cash consideration paid by Transferee to Tenant in connection with such Transfer, and any payment in excess of fair market value for services rendered by Tenant to Transferee or for assets, fixtures, inventory, equipment, or furniture transferred by Tenant to Transferee in connection with such Transfer. In the calculations of the Rent (collectivelyas it relates to the Transfer Premium calculated under this SECTION 14.3), and the Transferee's Rent, the “Subleasing Costs”); providedRent paid during each annual period for the Subject Space, howeverand the Transferee's Rent shall be computed after adjusting such rent to the actual effective rent to be paid, that iftaking into consideration any and all leasehold concessions granted in connection therewith, at the time including, but not limited to, any rent credit and tenant improvement allowance. For purposes of calculating any such sublease or assignment, Landlord determines that effective rent all such concessions shall be amortized on a straight-line basis over the foregoing “Transfer Premium” formula may result in the receipt by Landlord of amounts that the Landlord may not be permitted to receive pursuant to any requirements, obligation or understanding applicable to Landlord, the parties agree to enter into an amendment to this Lease which revises the “Transfer Premium” formula in a manner that (x) is mutually agreed to by the parties and (y) does not result in any material increase in the expected costs or benefits to either party under this Section 14.3. 14.4relevant term.

Transfer Premium. If Landlord consents to a Transfer, as a condition thereto which the parties hereby agree is reasonable, Tenant shall pay to Landlord fifty percent (50%) of any “Transfer Premium,” as that term is defined in this Section 14.3, actually received by Tenant from such Transferee Transferee; provided, however, that Tenant shall not be required to pay to Landlord any Transfer Premium until such time as Tenant has recovered all applicable “Subleasing Costs,” as that term is defined in this Section 14.3, it being understood that if in any particular calendar monthyear the gross revenues, which less the deductions set forth and included in Subleasing Costs, are less than any and all costs actually paid in assigning or subletting the affected space (collectively “Transaction Costs”), the amount of the excess Transaction Costs shall be paid carried over to Landlord immediately following Tenant’s receipt of the samenext year and then deducted from net revenues with the procedure repeated until a Transfer Premium is achieved. “Transfer Premium” shall mean all rent, additional rent or other consideration (including, without limitation, key money, bonus money or other cash consideration but excluding any payment for assets, inventory, equipment or furniture transferred by Tenant to Transferee in connection with such Transfer) payable by such Transferee in connection with the Transfer in excess of the Rent and Additional Rent payable by Tenant under this Lease during the term of the Transfer on a per rentable square foot basis if less than all of the Premises is transferred, after deducting the reasonable expenses incurred by Tenant for (i) any changes, alterations and improvements to the Premises in connection with the Transfer, and (ii) any market ratefree rent reasonably provided to the Transferee, third party (iii) any brokerage commissions incurred in connection with the Transfer, (iv) any lease takeover incurred by Tenant in connection with the Transfer; (v) out-of-pocket costs of advertising the space subject to the Transfer, (vi) any improvement allowance or other economic concessions paid by Tenant to the Transferee in connection with the Transfer; (vii) reasonable attorneys’ fees incurred by Tenant in connection with the Transfer; and (viii) the aggregate amount of Base Rent and Additional Rent paid by Tenant during the period prior to the commencement of the term of the Transfer during which Tenant does not occupy the Transfer space, commencing on and after the Downtime Start Date (as defined below) (collectively, the “Subleasing Costs”); provided, however, that if, at . The “Downtime Start Date” shall mean the time later of any such sublease or assignment, Landlord determines that (A) the foregoing “Transfer Premium” formula may result in date which Tenant vacates and does not reoccupy the receipt by Landlord Subject Space and delivers notice of amounts that the Landlord may not be permitted to receive pursuant to any requirements, obligation or understanding applicable same to Landlord, the parties agree to enter into an amendment to this Lease which revises the “Transfer Premium” formula in a manner that (x) is mutually agreed to by the parties and (yB) does not result in any material increase in the expected costs or benefits to either party under this Section 14.3. 14.4date Tenant enters into a listing agreement for the Transfer space with a reputable broker, and provides Landlord with notice

Transfer Premium. If Landlord consents to a Transfer, as a condition thereto which the parties hereby agree is reasonable, Tenant shall pay to Landlord fifty percent (50%) of any “"Transfer Premium,” " as that term is defined in this Section 14.3, received by Tenant from such Transferee in any particular calendar month, which amount shall be paid to Landlord immediately following Tenant’s receipt of the sameTransferee. “"Transfer Premium” " shall mean all rent, additional rent or other consideration (including, without limitation, key money, bonus money or other cash consideration but excluding any payment for assets, inventory, equipment or furniture transferred by Tenant attributable to Transferee in connection with such Transfer) rent and payable by such Transferee in connection with the Transfer in excess of the Rent and Additional Rent payable by Tenant under this Lease during the term of the Transfer on a per rentable square foot basis if less than all of the Premises is transferred, and after deducting the reasonable expenses incurred by Tenant for deduction of (i) any changes, alterations and costs of improvements made to the Premises Subject Space in connection with the such Transfer, (ii) brokerage commissions paid in connection with such Transfer, and (iiiii) any market rate, third party brokerage commissions reasonable legal fees incurred in connection with such Transfer. "Transfer Premium" shall also include, but not be limited to, key money, bonus money or other cash consideration paid by Transferee to Tenant solely in connection with such Transfer which consideration is made in connection with this Lease (as opposed to other portions of Tenant’s business such as consideration paid to acquire Tenant’s business assets including personal property, goodwill, intellectual property, general intangibles, etc. so long as such allocation is not intended as a subterfuge to Tenant’s obligation to pay the Transfer (collectivelyPremium related to Tenant’s interest in this Lease), and any payment in excess of fair market value for services rendered by Tenant to Transferee or for assets, fixtures, inventory, equipment, or furniture transferred by Tenant to Transferee in connection with such Transfer. The determination of the “Subleasing Costs”); provided, however, that if, at amount of Landlord's applicable share of the time of any such sublease Transfer Premium shall be made on a monthly basis as rent or assignment, Landlord determines that other consideration is received by Tenant under the foregoing “Transfer Premium” formula may result in the receipt by Landlord of amounts that the Landlord may not be permitted to receive pursuant to any requirements, obligation or understanding applicable to Landlord, the parties agree to enter into an amendment to this Lease which revises the “Transfer Premium” formula in a manner that (x) is mutually agreed to by the parties and (y) does not result in any material increase in the expected costs or benefits to either party under this Section 14.3. 14.4Transfer.

Transfer Premium. If Landlord consents to a Transfer, as a condition thereto which the parties hereby agree is reasonable, Tenant shall pay to Landlord fifty percent (50%) of any “Transfer Premium,” as that term is defined in this Section 14.3, received by Tenant from such Transferee in any particular calendar month, which amount shall be paid to Landlord immediately following Tenant’s receipt of the sameTransferee. “Transfer Premium” shall mean all rent, additional rent or other consideration (including, without limitation, key money, bonus money or other cash consideration but excluding any payment for assets, inventory, equipment or furniture transferred by Tenant to Transferee in connection with such Transfer) payable by such Transferee in connection with the Transfer in excess of the Rent and Additional Rent payable by Tenant under this Lease during the term of the Transfer on a per rentable square foot basis if less than all of the Premises is transferred, after deducting the reasonable expenses incurred by Tenant for (i) any free base rent reasonably provided to the Transferee, (ii) any brokerage commissions in connection with the Transfer, (iii) reasonable attorneys’ fees incurred by Tenant in connection with the Transfer or paid to Landlord pursuant to Section 14.1; (iv) any lease takeover costs incurred by Tenant in connection with the Transfer, (v) out-of-pocket costs of advertising the space subject to the Transfer; (vi) any free base rent reasonably provided to the Transferee; and (vii) any changes, alterations and improvements to the Premises in connection with the Transfer, and (ii) any market rate, third party brokerage commissions incurred in connection with the Transfer (collectively, the “Subleasing Costs”); provided, however, that if, at the time of any such sublease or assignment, Landlord determines that the foregoing “Transfer Premium” formula may result in the receipt by Landlord of amounts that the Landlord may shall also include, but not be permitted limited to, key money, bonus money or other cash consideration paid by Transferee to receive pursuant Tenant in connection with such Transfer, and any payment in excess of fair market value for services rendered by Tenant to any requirementsTransferee or for assets, obligation fixtures, inventory, equipment, or understanding applicable furniture transferred by Tenant to Landlord, Transferee in connection with such Transfer. In the parties agree calculations of the Rent (as it relates to enter into an amendment to this Lease which revises the “Transfer Premium” formula in a manner that (x) is mutually agreed to by the parties and (y) does not result in any material increase in the expected costs or benefits to either party Premium calculated under this Section 14.3), and the Transferee’s Rent and Quoted Rent under Section 14.2 of this Lease, the Rent paid during each annual period for the Subject Space, and the Transferee’s Rent and the Quoted Rent, shall be computed after adjusting such rent to the actual effective rent to be paid, taking into consideration any and all leasehold concessions granted in connection therewith, including, but not limited to, any rent credit and tenant improvement allowance. 14.4For purposes of calculating any such effective rent all such concessions shall be amortized on a straight-line basis over the relevant term.

Transfer Premium. If Landlord consents to a Transfer, as a condition thereto which the parties hereby agree is reasonable, Tenant shall pay to Landlord fifty percent (50%) of any “"Transfer Premium," as that term is defined in this Section 14.3, actually received by Tenant from such Transferee; provided, however, that Tenant shall not be required to pay to Landlord any Transfer Premium until such time as Tenant has recovered all applicable “Subleasing Costs,” as that term is defined in this Section 14.3, received by Tenant from such Transferee it being understood that if in any particular calendar monthyear the gross revenues, which less the deductions set forth and included in Subleasing Costs, are less than any and all costs actually paid in assigning or subletting the affected space (collectively "Transaction Costs"), the amount of the excess Transaction Costs shall be paid carried over to Landlord immediately following Tenant’s receipt of the samenext year and then deducted from net revenues with the procedure repeated until a Transfer Premium is achieved. “"Transfer Premium” " shall mean all rent, additional rent or other consideration (including, without limitation, key money, bonus money or other cash consideration but excluding any payment for assets, inventory, equipment or furniture transferred by Tenant to Transferee in connection with such Transfer) payable by such Transferee in connection with the Transfer in excess of the Rent and Additional Rent payable by Tenant under this Lease during the term of the Transfer on a per rentable square foot basis if less than all of the Premises is transferred, after deducting the reasonable expenses incurred by Tenant for (i) any changes, alterations and improvements to the Premises in connection with the Transfer, and (ii) any market ratefree rent reasonably provided to the Transferee, third party (iii) any brokerage commissions incurred in connection with the Transfer Transfer, (collectivelyiv) any lease takeover incurred by Tenant in connection with the Transfer; (v) out-of-pocket costs of advertising the space subject to the Transfer, (vi) any improvement allowance or other economic concessions paid by Tenant to the “Subleasing Transferee in connection with the Transfer; (vii) reasonable attorneys’ fees incurred by Tenant in connection with the Transfer; and (viii) the unamortized amount (with amortization using an interest factor of 8% per year) of the amount expended by Tenant above and beyond the amount of the Tenant Improvement Allowance in connection with the Tenant Improvements located in the Subject Space (which amounts are reflected in the "Final Costs”" as defined in the Tenant Work Letter); provided, however, that if, at the time of any such sublease or assignment, Landlord determines that the foregoing “. "Transfer Premium” formula may result in the receipt by Landlord of amounts that the Landlord may " shall also include, but not be permitted limited to, key money, bonus money or other cash consideration paid by Transferee to receive pursuant Tenant in connection with such Transfer, and any payment in excess of fair market value for services 760812.06/WLA375983-00004/11-2-16/ejs/ejs 36 COLORADO CENTER[2400 Broadway][Kite Pharam, Inc.] rendered by Tenant to any requirementsTransferee or for assets, obligation fixtures, inventory, equipment, or understanding applicable furniture transferred by Tenant to Landlord, the parties agree to enter into an amendment to this Lease which revises the “Transfer Premium” formula Transferee in a manner that (x) is mutually agreed to by the parties and (y) does not result in any material increase in the expected costs or benefits to either party under this Section 14.3. 14.4connection with such Transfer.

Transfer Premium. If Landlord consents to a Transfer, as a condition thereto which the parties hereby agree is reasonable, Tenant shall pay to Landlord fifty percent (50%) of any “Transfer Premium,” as that term is defined in this Section 14.3, received by Tenant from such Transferee in any particular calendar month, which amount shall be paid to Landlord immediately following Tenant’s receipt of the sameTransferee. “Transfer Premium” shall mean all rent, additional rent or other consideration (including, without limitation, key money, bonus money or other cash consideration but excluding any payment for assets, inventory, equipment or furniture transferred by Tenant to Transferee in connection with such Transfer) payable by such Transferee in connection with the Transfer in excess of the Rent and Additional Rent payable by Tenant under this Lease during the term of the Transfer on a per rentable square foot basis if less than all of the Premises is transferred, transferred after deducting the reasonable expenses incurred by Tenant for (i) any changes, alterations and improvements (including demising costs) to the Premises in connection with the TransferTransfer (or any improvement allowance provided to the Transferee by Tenant as well as the market value of furniture transferred to the transferee), and (ii) any market ratefree base rent reasonably provided to the Transferee in connection with the Transfer (provided that such free rent shall be deducted only to the extent the same is included in the calculation of total consideration payable by such Transferee), third party and (iii) any brokerage commissions in connection with the Transfer and (iv) legal fees reasonably incurred in connection with the Transfer (collectively, the “Tenant’s Subleasing Costs”); provided, however, that if, at the time of any such sublease or assignment, Landlord determines that the foregoing . “Transfer Premium” formula may result in the receipt by Landlord of amounts that the Landlord may shall also include, but not be permitted limited to, key money, bonus money or other cash consideration paid by Transferee to receive pursuant Tenant in connection with such Transfer, and any payment in excess of fair market value for services rendered by Tenant to any requirementsTransferee or for assets, obligation fixtures, inventory, equipment, or understanding furniture transferred by Tenant to Transferee in connection with such Transfer. The determination of the amount of Landlord’s applicable to Landlord, share of the parties agree to enter into an amendment to this Lease which revises Transfer Premium shall be made on a monthly basis as rent or other consideration is received by Tenant under the “Transfer Premium” formula in a manner that (x) is mutually agreed to by the parties and (y) does not result in any material increase in the expected costs or benefits to either party under this Section 14.3. 14.4Transfer.

Transfer Premium. If Landlord consents to a Transfer, approves an assignment or subletting as a condition thereto which the parties hereby agree is reasonableherein provided, Tenant shall pay to Landlord Landlord, as Additional Rent, fifty percent (50%) of the excess, if any, of (1) the rent and any “Transfer Premium,” as that term is defined in this Section 14.3additional rent payable by the assignee or sublessee to Tenant, received less all costs and expenses incurred by Tenant from in connection with marketing the space and the execution and performance of such Transferee in any particular calendar month, which amount shall be paid to Landlord immediately following Tenant’s receipt of the same. “Transfer Premium” shall mean all rent, additional rent assignment or other consideration (sublease including, without limitation, key moneyreasonable and customary market-based leasing commissions, bonus money costs of renovation or construction of tenant improvements required under such assignment or sublease, attorneys’ and consultant fees, and any other cash consideration but excluding any payment for assets, inventory, equipment concessions offered to such assignee or furniture transferred by Tenant sublessee; minus (2) Base Rent plus Additional Rent allocable to Transferee in connection with such Transfer) payable that part of the Premises affected by such Transferee in connection with assignment or sublease pursuant to the Transfer in excess provisions of this Lease, which commissions shall, for purposes of the Rent aforesaid calculation, be amortized on a straight-line basis over the term of such assignment or sublease. The assignment or sublease agreement, as the case may be, after approval by Landlord, shall not be amended without Landlord’s prior written consent, and Additional Rent payable by shall contain a provision directing the assignee or subtenant to pay the rent and other sums due thereunder directly to Landlord upon receiving written notice from Landlord that Tenant is in default under this Lease during the term of the Transfer on a per rentable square foot basis if less than all of the Premises is transferred, after deducting the reasonable expenses incurred by Tenant for (i) any changes, alterations and improvements with respect to the Premises payment of Rent. In the event that, notwithstanding the giving of such notice, Tenant collects any rent or other sums from the assignee or subtenant, then Tenant shall hold such sums in connection with trust for the Transfer, benefit of Landlord and (ii) any market rate, third party brokerage commissions incurred in connection with shall immediately forward the Transfer (collectively, the “Subleasing Costs”); provided, however, that if, at the time same to Landlord. Landlord’s collection of any such sublease or assignment, Landlord determines that the foregoing “Transfer Premium” formula may result in the receipt rent and other sums shall not constitute an acceptance by Landlord of amounts that the Landlord may not be permitted to receive pursuant to any requirements, obligation attornment by such assignee or understanding applicable to Landlord, the parties agree to enter into an amendment to this Lease which revises the “Transfer Premium” formula in a manner that (x) is mutually agreed to by the parties and (y) does not result in any material increase in the expected costs or benefits to either party under this Section 14.3. 14.4subtenant.

Transfer Premium. If Except as otherwise expressly provided in this Article 14, if Landlord consents to a Transfer, then as a condition thereto which the parties hereby agree is reasonable, Tenant shall pay to Landlord fifty percent (50%) of any “Transfer Premium,” as that term is defined in this Section 14.3, received by Tenant from such Transferee in any particular calendar monthTransferee; provided, which amount however, that no amounts shall be paid payable to Landlord immediately following Tenant’s receipt under this Section 14.3 until Tenant has first recouped all Subleasing Costs (as defined below) from such Transferee by allocating 100% of any excess rent or other consideration payable by the sameTransferee under such Transfer for such recouping. “Transfer Premium” shall mean all rent, additional rent or other consideration (including, without limitation, key money, bonus money or other cash consideration but excluding any payment for assets, inventory, equipment or furniture transferred if and when received by Tenant to Transferee in connection with such Transfer) payable by such Transferee in connection with the Transfer in excess of the Rent and Additional Rent payable by Tenant under this Lease during the term of the Transfer on a per rentable square foot basis if less than all of the Premises is transferred, after deducting the reasonable expenses incurred by Tenant for (i) any changes, alterations and improvements to the Premises in connection with the Transfer, and (ii) any market rateimprovement allowance, third party free base rent or other economic concessions provided to the Transferee, and (iii) any brokerage commissions incurred in connection with the Transfer, (iv) any space planning, architectural or design fees or other expenses incurred in marketing such space or in connection with such Transfer, (v) any attorneys’ fees incurred by Tenant in connection with the Transfer, (vi) any lease takeover costs incurred by Tenant in connection with the Transfer, (vii) any costs of marketing or advertising the space which is the subject of the Transfer, (viii) any review and processing fees paid to Landlord in connection with such Transfer, and (ix) the amortization of the fair market value of any new furniture which is included as part of the Transfer (collectively, the “Subleasing Costs”); provided, however, that if, at the time of any such sublease or assignment, Landlord determines that the foregoing . “Transfer Premium” formula may result in the receipt by Landlord of amounts that the Landlord may shall also include, but not be permitted limited to, key money, bonus money or other cash consideration paid by Transferee to receive pursuant Tenant in connection with such Transfer, and any payment in excess of fair market value for services rendered by Tenant to any requirements, obligation or understanding applicable Transferee in connection with such Transfer. In the calculations of the Rent (as it relates to Landlord, the parties agree to enter into an amendment to this Lease which revises the “Transfer Premium” formula in a manner that (x) is mutually agreed to by the parties and (y) does not result in any material increase in the expected costs or benefits to either party Premium calculated under this Section 14.3), and the Transferee’s Rent, the Rent paid during each annual period for the Subject Space, and the Transferee’s Rent, shall be computed after adjusting such rent to the actual effective rent to be paid, taking into consideration any and all leasehold concessions granted in connection therewith, including, but not limited to, any rent credit and tenant improvement allowance. 14.4For purposes of calculating any such effective rent, all such concessions shall be amortized on a straight-line basis over the relevant term.

Transfer Premium. If Landlord consents to a Transfer, as a condition thereto which the parties hereby agree is reasonable, Tenant shall pay to Landlord fifty percent (50%) of any “Transfer Premium,” as that term is defined in this Section 14.3, received by Tenant from such Transferee in any particular calendar month, which amount shall be paid to Landlord immediately following Tenant’s receipt of the sameTransferee. “Transfer Premium” shall mean all rent, additional rent or other consideration (including, without limitation, key money, bonus money or other cash consideration but excluding any payment for assets, inventory, equipment or furniture transferred by Tenant to Transferee in connection with such Transfer) payable by such Transferee in connection with the Transfer and related to the value of Tenant’s leasehold interest in excess of the Rent and Additional Rent payable by Tenant under this Lease during the term of the Transfer on a per rentable square foot basis if less than all of the Premises is transferred, after deducting the reasonable expenses incurred by Tenant for (i) any changes, alterations and improvements (including demising costs) to the Premises (or allowances in lieu thereof), in connection with the Transfer (or any improvement allowance provided to the Transferee by Tenant), (ii) any free base rent reasonably provided to the Transferee in connection with the Transfer (provided that such free rent shall be deducted only to the extent the same is included in the calculation of total consideration payable by such Transferee), and (iii) any brokerage commissions in connection with the Transfer, and (iiiv) any market rate, third party brokerage commissions legal fees reasonably incurred in connection with the Transfer and (v) the market value of any furniture, fixtures or equipment provided to the Transferee at no cost as part of the Transfer (collectively, the “Tenant’s Subleasing Costs”); provided, however, that if, at the time of any such sublease or assignment, Landlord determines that the foregoing . “Transfer Premium” formula may result in the receipt by Landlord of amounts that the Landlord may shall also include, but not be permitted limited to, key money, bonus money or other cash consideration paid by Transferee to receive pursuant Tenant in connection with such Transfer, and any payment in excess of fair market value for services rendered by Tenant to any requirementsTransferee or for assets, obligation fixtures, inventory, equipment, or understanding furniture transferred by Tenant to Transferee in connection with such Transfer. The determination of the amount of Landlord’s applicable share of the Transfer Premium shall be made on a monthly basis as rent or other consideration is received by Tenant under the Transfer. For purposes of calculating the Transfer Premium on a -45- 35654\12546889.9 06907\011\8493037.v6 monthly basis, Tenant’s Subleasing Costs shall be deemed to Landlord, be expended by Tenant in equal monthly amounts over the parties agree to enter into an amendment to this Lease which revises entire term of the “Transfer Premium” formula in a manner that (x) is mutually agreed to by the parties and (y) does not result in any material increase in the expected costs or benefits to either party under this Section 14.3. 14.4Transfer.

Transfer Premium. If Landlord consents to At any time that a TransferTransfer shall exist (which by itself or when aggregated with all other then existing Transfers) results in fifty percent (50%) of more of the Premises being Transferred (whether by assignment, sublease or otherwise), as a condition thereto to Landlord’s consent which the parties hereby agree is reasonable, Tenant shall pay to Landlord fifty percent (50%) of any “Transfer Premium,” as that term is defined in this Section 14.3, received by Tenant from such Transferee in as well as from any particular calendar month, which amount other then existing Transferee (so that Landlord shall then be paid to Landlord immediately following Tenant’s receipt receiving 50% of the same. Transfer Premium applicable to all then existing Transfers); provided, however, that in no event shall Landlord be entitled to any Transfer Premium which is attributable to a sublease of the portion of the Premises known as Building C. “Transfer Premium” shall mean all rent, additional rent or other consideration (including, without limitation, key money, bonus money or other cash consideration but excluding any payment for assets, inventory, equipment or furniture transferred by Tenant to Transferee in connection with such Transfer) payable by such Transferee in connection with the Transfer in excess of the Rent and Additional Rent payable by Tenant under this Lease during the term of the Transfer on a per rentable square foot basis if less than all of the Premises is transferred, after deducting the reasonable expenses incurred by Tenant for (i) any changes, alterations and improvements to the Premises in connection with the Transfer, and (ii) any market ratefree base rent or other economic concessions reasonably provided to the Transferee, third party (iii) any brokerage commissions incurred in connection with the Transfer (collectivelyiv) legal fees reasonably incurred in connection with the Transfer, and (v) the “Subleasing Costs”); provided, however, that if, at the time amount of any such sublease or assignmentBase Rent and Additional Rent paid by Tenant to Landlord with respect to the Subject Space during the period commencing on the later of (a) the date Tenant contracts with a reputable broker to market the Subject Space and delivers notice thereof to Landlord, Landlord determines that and (b) the foregoing date Tenant vacates the Subject Space and delivers notice thereof to Landlord, until the commencement of term of the Transfer. “Transfer Premium” formula may result in the receipt by Landlord of amounts that the Landlord may shall also include, but not be permitted limited to, key money, bonus money or other cash consideration paid by Transferee to receive pursuant Tenant in connection with such Transfer, and any payment in excess of fair market value for services rendered by Tenant to any requirementsTransferee or for assets, obligation fixtures, inventory, equipment, or understanding applicable furniture transferred by Tenant to Landlord, Transferee in connection with such Transfer. In the parties agree calculations of the Rent (as it relates to enter into an amendment to this Lease which revises the “Transfer Premium” formula in a manner that (x) is mutually agreed to by the parties and (y) does not result in any material increase in the expected costs or benefits to either party Premium calculated under this Section 14.3), and the Transferee’s Rent and Quoted Rent under Section 14.2 of this Lease, the Rent paid during each annual period for the Subject Space, and the Transferee’s Rent and the Quoted Rent, shall be computed after adjusting such rent to the actual effective rent to be paid, taking into consideration any and all leasehold concessions granted in connection therewith, including, but not limited to, any rent credit and tenant improvement allowance. 14.4For purposes of calculating any such effective rent all such concessions shall be amortized on a straight-line basis over the relevant term.

Transfer Premium. If Landlord consents to a Transfer, as a condition thereto which the parties hereby agree is reasonable, Tenant shall pay to Landlord fifty percent (50%) of any “"Transfer Premium,” ", as that term is defined in this Section 14.3, received by Tenant from such Transferee in any particular calendar month, which amount shall be paid to Landlord immediately following Tenant’s receipt of the sameTransferee. “"Transfer Premium” " shall mean all rent, additional rent or and other consideration (including, without limitation, key money, bonus money or other cash consideration but excluding any payment for assets, inventory, equipment or furniture transferred if and when received by Tenant to Transferee in connection with such Transfer) payable by such Transferee in connection with the Transfer in excess of the Rent and Additional Rent payable by Tenant under this Lease during the term of the Transfer on a per rentable square foot basis if less than all of the Premises is transferred, after deducting the reasonable and documented out-of-pocket expenses incurred by Tenant for (i) any changes, alterations and improvements to the Premises in connection with the Transfer, and (ii) any market rateimprovement allowance, third party free base rent or other economic concessions provided to the Transferee, (iii) any brokerage commissions incurred in connection with the Transfer, (iv) any space planning, architectural or design fees or other expenses incurred in marketing such space or in connection with such Transfer, (v) any attorneys' fees incurred by Tenant in connection with the Transfer, (vi) any lease takeover costs incurred by Tenant in connection with the Transfer, (vii) any costs of advertising the space which is the subject of the Transfer, (viii) any review and processing fees paid to Landlord in connection with such Transfer, and (ix) the amortization of the fair market value of any new furniture which is included as part of the Transfer (collectively, the “"Subleasing Costs”"); provided. "Transfer Premium" shall also include, howeverbut not be limited to, that ifkey money, at bonus money or other cash consideration paid by Transferee to Tenant in connection with such Transfer, and any payment in excess of fair market value for services rendered by Tenant to Transferee or for assets, fixtures, inventory, equipment, or furniture transferred by Tenant to Transferee in connection with such Transfer. Notwithstanding the time foregoing, goodwill and any other tangible personal property associated with Tenant's business shall not be included as part of any the consideration Tenant receives as a result of such sublease or assignment, Landlord determines that the foregoing “assignment for purposes of calculating Landlord's share of any Transfer Premium” formula may result in the receipt by Landlord of amounts that the Landlord may . Tenant shall not be permitted required to receive pursuant to pay Transfer Premiums in connection with any requirements, obligation or understanding applicable to Landlord, the parties agree to enter into an amendment to this Lease which revises the “Transfer Premium” formula in a manner that (x) is mutually agreed to by the parties and (y) does not result in any material increase in the expected costs or benefits to either party under this Section 14.3. 14.4Permitted Transfer.

Transfer Premium. If Subject to and except as provided in Sections 14.7 and 14.8 below, if Landlord consents to a Transfer, as a condition thereto which the parties hereby agree is reasonable, Tenant shall pay to Landlord fifty percent (50%) of any “Transfer Premium,” as that term is defined in this Section 14.3, Premium received by Tenant from such Transferee in any particular calendar month, which amount shall be paid to Landlord immediately following Tenant’s receipt of the sameTransferee. “Transfer Premium” shall mean all rent, additional rent or rent, parking charges and other consideration (including, without limitation, key money, bonus money or other cash consideration but excluding any payment for assets, inventory, equipment or furniture transferred by Tenant to Transferee in connection with such Transfer) payable by actually received from such Transferee in connection with the Transfer in excess of the Rent Rent, Additional Rent, parking charges and Additional Rent other consideration payable by Tenant under this Lease during the term of the Transfer on a per rentable square foot basis if less than all of the Premises is transferred, after deducting the actual, reasonable and documented expenses incurred by Tenant for the following (collectively, the “Subleasing Costs”): (i) any changes, alterations and improvements made to the Premises in connection with Premises, and/or any tenant improvement allowance, space planning allowance, moving allowance and other out-of-pocket monetary concessions paid or provided by Tenant to the TransferTransferee, and (ii) any market rate, third party brokerage commissions incurred in connection with the Transfer (collectivelyincluding, without limitation, all costs of construction of demising walls, common corridors, elevator lobbies and/or other improvements to the extent required in connection with any sublease of space on a full floor of the Premises, which costs shall be at Tenant’s sole cost and expense); (ii) any brokerage commissions and advertising expenses in connection with the Transfer; (iii) reasonable legal fees incurred by Tenant in negotiating the Transfer and obtaining Landlord’s consent thereto (including Landlord’s attorneys’ fees); (iv) any costs to buy-out or takeover the previous lease of a Transferee; and (v) the Rent paid to Landlord by Tenant for all days that Tenant has vacated the Subject Space following the later of (A) the date the Subject Space was first vacated by Tenant, (B) the date Landlord receives a factually correct written notice of Tenant’s intention to assign or sublet the Subject Space, and (C) the date Landlord receives a factually correct written notice that the Subject Space has been listed with an outside brokerage firm for marketing to third party tenants, up to the effective date of the sublease or assignment covering said Subject Space, or, if earlier, the “date Tenant’s assignee or subtenant takes possession of the Subject Space or Tenant ceases to list the Subject Space with an outside brokerage firm for marketing to third party tenants. The Transfer Premium shall not apply to any assignment or sublease to an Affiliate pursuant to Section 14.7 below or a sublease, license or occupancy agreement to or with a Business Affiliate pursuant to Section 14.8 below. Transfer Premium shall also include, but not be limited to, key money and bonus money paid by Transferee to Tenant in connection with such Transfer but not sales proceeds from the sale of Tenant or an Affiliate, and any payment in excess of fair market value for services rendered by Tenant to the Transferee in connection with such Transfer. Under no circumstances shall Landlord be paid any Transfer Premium until Tenant has recovered all Subleasing Costs for the Subject Space, it being understood that if in any year the gross revenues, less the deductions set forth and included in Subleasing Costs”); provided, however, that if, at the time of any are less than such sublease or assignment, Landlord determines that the foregoing “Transfer Premium” formula may result in the receipt by Landlord of amounts that the Landlord may not be permitted to receive pursuant to any requirements, obligation or understanding applicable to LandlordSubleasing Costs, the parties agree amount of the excess Subleasing Costs shall be carried over to enter into an amendment to this Lease which revises the “next year and then deducted from gross revenues actually received by Tenant with the procedure repeated until a Transfer Premium” formula in a manner that (x) Premium is mutually agreed to by the parties and (y) does not result in any material increase in the expected costs or benefits to either party under this Section 14.3. 14.4achieved.

Transfer Premium. If Landlord consents to a Transfer, as a condition thereto which the parties hereby agree is reasonable, Tenant shall pay to Landlord fifty percent (50%) of any “"Transfer Premium,” " as that term is defined in this Section 14.3, received by Tenant from such Transferee in any particular calendar month, which amount shall be paid to Landlord immediately following Tenant’s receipt of the sameTransferee. “Transfer Premium” "TRANSFER PREMIUM" shall mean all rent, additional rent or other consideration (including, without limitation, key money, bonus money or other cash consideration but excluding any payment for assets, inventory, equipment or furniture transferred by Tenant to Transferee in connection with such Transfer) payable by such Transferee in connection with the Transfer in excess of the Rent and Additional Rent payable by Tenant under this Lease during the term of the Transfer on a per rentable square foot basis if less than all of the Premises is transferred, after first deducting the reasonable expenses incurred by Tenant for (i) any changes, alterations and improvements to the Premises in connection with the Transfer, and (ii) any market ratefree base rent and other economic concessions reasonably provided to the Transferee, third party and (iii) any brokerage commissions incurred and reasonable legal fees and costs in connection with the Transfer (collectively, the “Subleasing Costs”"TRANSFER CONCESSIONS"); provided, however, that if, at the time of any such sublease or assignment, Landlord determines that the foregoing “. "Transfer Premium” formula may result in the receipt by Landlord of amounts that the Landlord may " shall also include, but not be permitted limited to, key money, bonus money or other cash consideration paid by Transferee to receive pursuant Tenant in connection with such Transfer, and any payment in excess of fair market value for services rendered by Tenant to any requirementsTransferee or for assets, obligation fixtures, inventory, equipment, or understanding applicable furniture transferred by Tenant to Landlord, Transferee in connection with such Transfer. In the parties agree calculations of the rent (as it relates to enter into an amendment to this Lease which revises the “Transfer Premium” formula in a manner that (x) is mutually agreed to by the parties and (y) does not result in any material increase in the expected costs or benefits to either party Premium calculated under this Section 14.3), the rent paid during each annual period for the Subject Space shall be computed after adjusting such rent to the net effective rent to be paid, after first deducting any and all Transfer Concessions. 14.4For purposes of calculating any such effective rent all such concessions shall be amortized on a straight-line basis over the relevant term.

Transfer Premium. If Landlord consents to a Transfer, as a condition thereto which the parties hereby agree is reasonable, Tenant shall pay to Landlord fifty percent (50%) of any “"Transfer Premium,” " as that term is defined in this Section 14.3, received by Tenant from such Transferee in any particular calendar month, which amount shall be paid to Landlord immediately following Tenant’s receipt of the sameTransferee. “"Transfer Premium” " shall mean all rent, additional rent or other consideration (including, without limitation, key money, bonus money or other cash consideration but excluding any payment for assets, inventory, equipment or furniture transferred by Tenant to Transferee in connection with such Transfer) payable by such Transferee in connection with the Transfer and related to the value of Tenant’s leasehold interest in excess of the Rent and Additional Rent payable by Tenant under this Lease during the term of the Transfer on a per rentable square foot basis if less than all of the Premises is transferred, after deducting the reasonable expenses incurred by Tenant for (i) any changes, alterations and improvements (including demising costs) to the Premises (or allowances in lieu thereof), in connection with the Transfer (or any improvement allowance provided to the Transferee by Tenant), (ii) any free base rent reasonably provided to the Transferee in connection with the Transfer (provided that such free rent shall be deducted only to the extent the same is included in the calculation of total consideration payable by such Transferee), and (iii) any brokerage commissions in connection with the Transfer, and (iiiv) any market rate, third party brokerage commissions legal fees reasonably incurred in connection with the Transfer and (v) the market value of any furniture, fixtures or equipment provided to the Transferee at no cost as part of the Transfer (collectively, the “"Tenant's Subleasing Costs”"); provided, however, that if, at the time of any such sublease or assignment, Landlord determines that the foregoing “. "Transfer Premium” formula may result in the receipt by Landlord of amounts that the Landlord may " shall also include, but not be permitted limited to, key money, bonus money or other cash consideration paid by Transferee to receive pursuant Tenant in connection with such Transfer, and any payment in excess of fair market value for services rendered by Tenant to any requirementsTransferee or for assets, obligation fixtures, inventory, equipment, or understanding furniture transferred by Tenant to Transferee in connection with such Transfer. The determination of the amount of Landlord's applicable share of the Transfer Premium shall be made on a monthly basis as rent or other consideration is received by Tenant under the Transfer. For purposes of calculating the Transfer Premium on a monthly basis, Tenant's Subleasing Costs shall be deemed to Landlord, be expended by Tenant in equal monthly amounts over the parties agree to enter into an amendment to this Lease which revises entire term of the “Transfer Premium” formula in a manner that (x) is mutually agreed to by the parties and (y) does not result in any material increase in the expected costs or benefits to either party under this Section 14.3. 14.4Transfer.

Transfer Premium. If Landlord consents to a Transfer, as a condition thereto which the parties hereby agree is reasonable, Tenant shall pay to Landlord fifty forty percent (5040%) of any “Transfer Premium,” as that term is defined in this Section 14.3, received Premium derived by Tenant from such Transferee in any particular calendar month, which amount shall be paid to Landlord immediately following Tenant’s receipt of the sameTransfer. “"Transfer Premium” " shall mean all rentBase Rent, additional rent Rent or other consideration (including, without limitation, key money, bonus money or other cash consideration but excluding any payment for assets, inventory, equipment or furniture transferred by Tenant to Transferee in connection with such Transfer) payable paid by such Transferee which is attributable or otherwise comparable to, or in connection with lieu of, rent for leasing of the Transfer Premises that is in excess of the Rent and Additional Rent payable by Tenant under this Lease on a monthly basis during the term Term (prorated based on the gross leasable areas of the Transfer on a per rentable square foot basis subject space if less than all of the Premises is transferredTransferred), after deducting the reasonable expenses incurred by Tenant for (i) any changes, alterations and improvements to the Premises made specifically for the Transferee, any legal fees imposed on Tenant in connection with the Transfer, and (ii) any market rate, third party customary brokerage commissions incurred paid in connection with the Transfer. If part of the consideration for such Transfer shall be payable other than in cash, Landlord's share of such non-cash consideration shall be in such form as is reasonably satisfactory to Landlord. The percentage of the Transfer premium due Landlord hereunder shall be paid within ten (collectively10) days after Tenant receives any Transfer Premium from Transferee. If the parties are unable to agree upon the amount of the Transfer Premium because of a Transfer which is made in connection with a corporate change referred to in Section 23.4 above the amount of the Transfer Premium shall be the amount by which the FMRV of the Premises exceeds the then-current Rent payable by Tenant under this Lease, with the “Subleasing Costs”); providedFMRV being determined in the manner set forth in Section 6.3(c)-(e) above, however, that if, at the time of any such sublease or assignment, Landlord determines except that the foregoing “period for appointing brokers referred to in Section 6.3(c) shall be within twenty (20) days after the date of Landlord's receipt of the Transfer Notice. Notwithstanding the provisions of this Section 23.7, a merger, consolidation or other reorganization of Tenant in which Tenant is the surviving corporation shall not trigger any payment of a Transfer Premium” formula may result in the receipt by Landlord of amounts that the Landlord may not be permitted to receive pursuant to any requirements, obligation or understanding applicable to Landlord, the parties agree to enter into an amendment to this Lease which revises the “Transfer Premium” formula in a manner that (x) is mutually agreed to by the parties and (y) does not result in any material increase in the expected costs or benefits to either party under this Section 14.3. 14.4.

Transfer Premium. If Landlord consents to a Transfer, as a condition thereto which the parties hereby agree is reasonable, Tenant shall pay to Landlord fifty percent (50%) of any “Transfer Premium,” as that term is defined in this Section 14.3, received by Tenant from such Transferee Transferee; provided, however, that Tenant shall not be required to pay to Landlord any Transfer Premium until such time as Tenant has recovered all applicable “Transfer Costs,” as that term is defined in this Section 14.3, it being understood that if in any particular calendar monthyear the gross revenues, which less the deductions set forth and included in Transfer Costs, are less than any and all costs actually paid in assigning or subletting the affected space (collectively “Transaction Costs”), the amount of the excess Transaction Costs shall be paid carried over to Landlord immediately following Tenant’s receipt of the samenext year and then deducted from net revenues with the procedure repeated until a Transfer Premium is achieved. “Transfer Premium” shall mean all rent, additional rent or other consideration (including, without limitation, key money, bonus money or other cash consideration but excluding any payment for assets, inventory, equipment or furniture transferred by Tenant to Transferee in connection with such Transfer) payable by such Transferee in connection with the Transfer in excess of the Rent and Additional Rent payable by Tenant under this Lease during the term of the Transfer on a per rentable square foot basis if less than all of the Premises is transferred, after deducting the reasonable expenses incurred by Tenant for (i) any changes, alterations and improvements to the Premises in connection with the Transfer, and (ii) any market ratefree base rent reasonably provided to the Transferee, third party (iii) any brokerage commissions incurred in connection with the Transfer, (iv) any lease takeover incurred by Tenant in connection with the Transfer; (v) out-of-pocket costs of advertising the space subject to the Transfer, (vi) any improvement allowance or other economic concessions paid by Tenant to the Transferee in connection with the Transfer; and (vii) reasonable attorneys’ fees incurred by Tenant in connection with the Transfer; and (viii) the aggregate amount of Base Rent and Additional Rent paid by Tenant during the period prior to the commencement of the term of the Transfer during which Tenant does not occupy the Subject Space, commencing on and after the Downtime Start Date (as defined below) (collectively, the “Subleasing Transfer Costs”); provided. The “Downtime Start Date” shall mean the later of (A) the date which Tenant vacates and does not reoccupy the Subject Space and delivers notice of the same to Landlord, howeverand (B) the date Tenant enters into a listing agreement for the Subject Space with a reputable broker, that if, at the time of any such sublease or assignment, and provides Landlord determines that the foregoing with notice thereof. “Transfer Premium” formula may result in the receipt by Landlord of amounts that the Landlord may shall also include, but not be permitted limited to, key money, bonus money or other cash consideration paid by Transferee to receive pursuant Tenant in connection with such Transfer, and any payment in excess of fair market value for services rendered by Tenant to any requirementsTransferee or for assets, obligation fixtures, inventory, equipment, or understanding furniture transferred by Tenant to Transferee in connection with such Transfer. The determination of the amount of Landlord’s applicable to Landlordshare of the Transfer Premium shall be made on a monthly basis as rent or other consideration is received by Tenant under the Transfer, the parties agree to enter into an amendment to this Lease which revises the “after Tenant has first recovered its Transfer Premium” formula in a manner that (x) is mutually agreed to by the parties and (y) does not result in any material increase in the expected costs or benefits to either party under this Section 14.3. 14.4Costs,.

Transfer Premium. If Landlord consents to a Transfer, as a condition thereto which the parties hereby agree is reasonable, Tenant shall pay to Landlord fifty percent (50%) of any “"Transfer Premium,” " as that term is defined in this Section 14.3, received by Tenant from such Transferee in any particular calendar month, which amount shall be paid to Landlord immediately following Tenant’s receipt of the sameTransferee. “"Transfer Premium” " shall mean all rent, additional rent or other consideration (including, without limitation, key money, bonus money or other cash consideration but excluding any payment for assets, inventory, equipment or furniture transferred by Tenant to Transferee in connection with such Transfer) payable by such Transferee in connection with the Transfer in excess of the Rent and Additional Rent payable by Tenant under this Lease during the term of the Transfer on a per rentable square foot basis if less than all of the Premises is transferred, after deducting the reasonable expenses incurred by Tenant for (i) any changes, alterations and improvements to the Premises in connection with the Transfer or which Tenant can substantiate to Landlord have not been paid for with any Tenant improvement allowance funds provided to Tenant by Landlord (and then only to the extent of any unamortized amount of such expense), (ii) any free base rent reasonably provided to the Transferee, and (iii) any brokerage commissions in connection with the Transfer, (iv) any marketing costs and legal fees in connection with the Transfer, and (iiv) any market rate, third party brokerage commissions other commercially reasonable costs or concessions incurred or granted by Tenant in connection with the Transfer (collectively, the “Subleasing Costs”); provided, however, that if, at the time of any such sublease or assignment, Landlord determines that the foregoing “Transfer. "Transfer Premium” formula may result in the receipt by Landlord of amounts that the Landlord may " shall also include, but not be permitted limited to, key money, bonus money or other cash consideration paid by Transferee to receive pursuant Tenant in connection with such Transfer, and any payment in excess of fair market value for services rendered by Tenant to any requirementsTransferee or for assets, obligation fixtures, inventory, equipment, or understanding applicable furniture transferred by Tenant to Landlord, Transferee in connection with such Transfer. In the parties agree calculations of the Rent (as it relates to enter into an amendment to this Lease which revises the “Transfer Premium” formula in a manner that (x) is mutually agreed to by the parties and (y) does not result in any material increase in the expected costs or benefits to either party Premium calculated under this Section 14.3), and the Transferee's Rent and Quoted Rent under Section 14.2 of this Lease, the Rent paid during each annual period for the Subject Space, and the Transferee's Rent and the Quoted Rent, shall be computed after adjusting such rent to the actual effective rent to be paid, taking into consideration any and all leasehold concessions granted in connection therewith, including, but not limited to, any rent credit and tenant improvement allowance. 14.4For purposes of calculating any such effective rent all such concessions shall be amortized on a straight-line basis over the relevant term.

Transfer Premium. If Landlord consents to a Transfer, as a condition thereto which the parties hereby agree is reasonable, Tenant shall pay to Landlord fifty percent (50%) of any “Transfer Premium,” as that term is defined in this Section 14.3, received by Tenant from such Transferee Transferee, except that Tenant may retain one hundred percent (100%) of any Transfer Premium received in any particular calendar month, which amount shall be paid to Landlord immediately following connection with Tenant’s receipt subleasing of up to an aggregate of fifteen percent (15%) of the samerentable square footage of the Premises. “Transfer Premium” shall mean all rent, additional rent or other consideration (including, without limitation, key money, bonus money or other cash consideration but excluding any payment for assets, inventory, equipment or furniture transferred by Tenant to Transferee in connection with such Transfer) payable by such Transferee in connection with the Transfer in excess of the Rent and Additional Rent payable by Tenant under this Lease during the term of the Transfer on a per rentable square foot basis if less than all of the Premises is transferredtransferred and after recovery by Tenant of (a) the actual brokers’ commissions paid by Tenant, after deducting the reasonable expenses not to exceed commissions for similar transactions; (b) tenant improvement costs incurred by Tenant for to effect such Transfer; (ic) other economic concessions (allowances, moving expenses, etc.); (d) reasonable, actual advertising costs and legal fees; (e) any changesother reasonable, alterations customary costs actually paid or incurred in assigning or subletting the transferred space or in negotiating or effectuating the assignment or sublease; and improvements (f) reasonable attorneys’ fees; and (g) the Base Rent and Additional Rent pursuant to Article 4 paid by Tenant to Landlord with respect to the Premises in connection Transfer Space during the period such space is vacant and not used for business office operations and prior to the date the assignee or subtenant commences to pay rent to Tenant for such space, provided no such “vacancy cost” shall be recognized to the extent attributable to the period occurring prior to the date Tenant has vacated such Transfer Space and executed a brokerage listing agreement with the Transfer, and (ii) any market rate, an independent third party brokerage commissions incurred in connection with broker for the Transfer (collectively, Space and delivered the “Subleasing Costs”); provided, however, that if, at the time of any such sublease or assignment, Landlord determines that the foregoing Transfer Notice to Landlord. “Transfer Premium” formula may result in the receipt by Landlord of amounts that the Landlord may shall also include, but not be permitted limited to, key money and bonus money paid by Transferee to receive pursuant Tenant in connection with such Transfer, and any payment in excess of fair market value for services rendered by Tenant to any requirementsTransferee or for assets, obligation fixtures, inventory, equipment, or understanding applicable furniture transferred by Tenant to Landlord, the parties agree to enter into an amendment to this Lease which revises the “Transfer Premium” formula Transferee in a manner that (x) is mutually agreed to by the parties and (y) does not result in any material increase in the expected costs or benefits to either party under this Section 14.3. 14.4connection with such Transfer.

Transfer Premium. If Landlord consents to a Transfer, as a condition thereto which the parties hereby agree is reasonable, Tenant shall pay to Landlord fifty percent (50%) of any “"Transfer Premium,” " as that term is defined in this Section 14.3, received by Tenant from such Transferee in any particular calendar month, which amount shall be paid to Landlord immediately following Tenant’s 's receipt of the same. “"Transfer Premium” " shall mean all rent, additional rent or other consideration (including, without limitation, key money, bonus money or other cash consideration but excluding any payment for assets, inventory, equipment or furniture transferred by Tenant to Transferee in connection with such Transfer) payable by such Transferee in connection with the Transfer in excess of the Rent and Additional Rent payable by Tenant under this Lease during the term of the Transfer on a per rentable square foot basis if less than all of the Premises is transferred, after deducting the reasonable expenses incurred by Tenant for (i) any changes, alterations and improvements to the Premises in connection with the Transfer, and (ii) any market rate, third party brokerage commissions incurred in connection with the Transfer (collectively, the “"Subleasing Costs”"); provided, however, that if, at the time of any such sublease or assignment, Landlord determines that the foregoing “"Transfer Premium” " formula may result in the receipt by Landlord of amounts that the Landlord may not be permitted to receive pursuant to any requirements, obligation or understanding applicable to Landlord, the parties agree to enter into an amendment to this Lease which revises the “"Transfer Premium” " formula in a manner that (x) is mutually agreed to by the parties and (y) does not result in any material increase in the expected costs or benefits to either party under this Section 14.3. 14.4

Transfer Premium. If Landlord consents to a Transfer, as a condition thereto which the parties hereby agree is reasonable, Tenant shall pay to Landlord fifty percent (50%) of any “"Transfer Premium,” " as that term is defined in this Section 14.3, received by Tenant from such Transferee in any particular calendar month, which amount shall be paid to Landlord immediately following Tenant’s receipt of the sameTransferee. “Transfer Premium” "TRANSFER PREMIUM" shall mean all rent, additional rent or other consideration (including, without limitation, key money, bonus money or other cash consideration but excluding any payment for assets, inventory, equipment or furniture transferred by Tenant to Transferee in connection with such Transfer) payable by such Transferee in connection with the Transfer in excess of the Rent and Additional Rent payable by Tenant under this Lease during the term of the Transfer on a per rentable square foot basis if less than all of the Premises is transferred, after deducting the reasonable expenses (the "TRANSFER COSTS") incurred by Tenant for (i) any changes, alterations and improvements to the Premises in connection with the Transfer, and (ii) any market ratefree base rent reasonably provided to the Transferee, third party (iii) any reasonable brokerage commissions and attorneys fees incurred in connection with the Transfer, (iv) marketing costs; (v) attorneys' fees paid by Tenant to Landlord in connection with the Transfer, (vi) tenant improvement allowances granted in connection with the Transfer, (vii) free rent and concessions granted to the Transferee, and (viii) the amount of Base Rent and Additional Rent paid by Tenant to Landlord with respect to the Subject Space during the period commencing on the later of (A) the date Tenant contracts with a reputable broker to market the Subject Space, and (B) the date Tenant vacates the Subject Space, until the commencement of the term of the Transfer. The Transfer (collectively, Costs shall also be deemed to include the “Subleasing Costs”); provided, however, that if, at the time value of any such sublease or assignment, permanently affixed improvements in the Subject Space which were paid for by Tenant (specifically excluding any improvements in the Subject Space funded by Landlord determines that as part of the foregoing “Tenant Improvement Allowance). "Transfer Premium” formula may result in the receipt by Landlord of amounts that the Landlord may " shall also include, but not be permitted limited to, key money, bonus money or other cash consideration paid by Transferee to receive pursuant Tenant in connection with such Transfer, and any payment in excess of fair market value for services rendered by Tenant to Transferee or for assets, fixtures, inventory, equipment, or furniture transferred by Tenant to Transferee in connection with such Transfer. Tenant shall not artificially structure any requirements, obligation or understanding applicable Transfer as a subterfuge in order to Landlord, intentionally circumvent the parties agree to enter into an amendment to this Lease which revises the “Transfer Premium” formula in a manner that (x) is mutually agreed to by the parties and (y) does not result in any material increase in the expected costs or benefits to either party under provisions of this Section 14.3. 14.4Tenant shall be required to pay Landlord its portion of any Transfer Premium on a monthly basis when received by Tenant, provided that Tenant shall be entitled to recover all of its Transfer Costs prior to owing to Landlord any Transfer Premium pursuant to the terms of this Section 14.3.

Transfer Premium. If Landlord consents to a Transfer, as a condition thereto which the parties hereby agree is reasonable, Tenant shall pay to Landlord fifty percent (50%) of any “"Transfer Premium,” " as that term is defined in this Section 14.3, received by Tenant from such Transferee in any particular calendar month, which amount shall be paid to Landlord immediately following Tenant’s receipt of the sameTransferee. “"Transfer Premium” " shall mean all rent, additional rent or other consideration (including, without limitation, key money, bonus money or other cash consideration but excluding any payment for assets, inventory, equipment or furniture transferred by Tenant to Transferee in connection with such Transfer) payable by such Transferee in connection with the Transfer in excess of the Rent and Additional Rent payable by Tenant under this Lease during the term of the Transfer on a per rentable square foot basis if less than all of the Premises is transferred, after deducting the reasonable expenses incurred by Tenant for (i) any changes, alterations and improvements to the Premises in connection with the Transfer, and (ii) any market ratefree base rent or other economic concessions reasonably provided to the Transferee, third party (iii) any brokerage commissions incurred in connection with the Transfer, (iv) any attorneys' fees incurred by Tenant in connection with the Transfer, (v) any lease takeover costs incurred by Tenant in connection with the Transfer, (vi) any costs of advertising the space which is the subject of the Transfer, and (vii) any review and processing fees paid to Landlord in connection with such Transfer (collectively, the “Subleasing "Transfer Costs”"); provided, however, that if, at the time of any such sublease or assignment, Landlord determines that the foregoing “. "Transfer Premium” formula may result in the receipt by Landlord of amounts that the Landlord may " shall also include, but not be permitted limited to, key money, bonus money or other cash consideration paid by Transferee to receive pursuant Tenant in connection with such Transfer, and any payment in excess of fair market value for services rendered by Tenant to any requirementsTransferee or for tangible assets (as opposed to intellectual property), obligation fixtures, inventory, equipment, or understanding applicable furniture transferred by Tenant to Landlord, Transferee in connection with such Transfer. In the parties agree calculations of the Rent (as it relates to enter into an amendment to this Lease which revises the “Transfer Premium” formula in a manner that (x) is mutually agreed to by the parties and (y) does not result in any material increase in the expected costs or benefits to either party Premium calculated under this Section 14.3), the Rent paid during each annual period for the Subject Space, shall be computed after adjusting such rent to the actual effective rent to be paid, taking into consideration any and all leasehold concessions granted in connection therewith, including, but not limited to, any rent credit and improvement allowance. 14.4For purposes of calculating any such effective rent all such concessions shall be amortized on a straight-line basis over the relevant term.

Transfer Premium. If Landlord consents to a Transfer, as a condition thereto which the parties hereby agree is reasonable, Tenant shall pay to Landlord fifty percent (50%) of any “"Transfer Premium,” " as that term is defined in this Section 14.3, received by Tenant from such Transferee in any particular calendar month, which amount shall be paid to Landlord immediately following Tenant’s receipt of the sameTransferee. “"Transfer Premium” " shall mean all rent, additional rent or other consideration (including, without limitation, key money, bonus money or other cash consideration but excluding any payment for assets, inventory, equipment or furniture transferred by Tenant to Transferee in connection with such Transfer) payable by such Transferee in connection with the Transfer (for each floor of the Building to be occupied by the Transferee) in excess of the Rent and Additional Rent payable by Tenant under this Lease (for the corresponding floor of the Building) during the term of the Transfer on a per rentable square foot RSF basis if less than all of the Premises is transferred. For purposes of clarification, the Transfer Premium shall be calculated on a floor-by-floor basis for each floor of the Premises to be occupied by the Transferee by comparing the Base Rent payable by such Transferee for the applicable floor of the Premises to the Base Rent payable by Tenant for such floor of the Premises. The Transfer Premium shall be calculated after first deducting the reasonable expenses incurred by Tenant for (i) any changes, alterations and improvements to the Premises in connection with the Transfer, and (ii) any market ratefree base rent or other economic concessions reasonably provided to the Transferee, third party (iii) any brokerage commissions incurred or legal fees in connection with the Transfer Transfer, and (collectively, iv) in the “Subleasing Costs”); provided, however, that if, at the time case of any such sublease or assignmentsublease, Landlord determines that any actual costs incurred by Tenant in separately demising the foregoing “portion of the Premises ("Transfer Costs"). "Transfer Premium” formula may result in the receipt by Landlord of amounts that the Landlord may " shall also include, but not be permitted limited to, key money, bonus money or other cash consideration paid by Transferee to receive Tenant in connection with such Transfer, and any payment in excess of fair market value for services rendered by Tenant to Transferee or for assets, fixtures, inventory, equipment, or furniture transferred by Tenant to Transferee in connection with such Transfer. Tenant shall first recoup all Transfer Costs from the Transferee before any Transfer Premium must be paid to Landlord. Notwithstanding anything set forth herein to the contrary, in no event shall Tenant be required to pay a Transfer Premium in connection with a Transfer pursuant to any requirementsSection 14.7 of this Lease, obligation or understanding applicable to Landlord, the parties agree to enter into an amendment to this Lease which revises the “Transfer Premium” formula in a manner that (x) is mutually agreed to by the parties and (y) does not result in any material increase in the expected costs or benefits to either party under this Section 14.3. 14.4below.

Transfer Premium. If Landlord consents to a Transfer, as a condition thereto which the parties hereby agree is reasonable, Tenant shall pay to Landlord fifty percent (50%) of any “"Transfer Premium,” " as that term is defined in this Section 14.3, received by Tenant from such Transferee in any particular calendar month, which amount shall be paid to Landlord immediately following Tenant’s receipt of the sameTransferee. “"Transfer Premium” " shall mean all rent, additional rent or other consideration (including, without limitation, key money, bonus money or other cash consideration but excluding any payment for assets, inventory, equipment or furniture transferred by Tenant to Transferee in connection with such Transfer) payable by such Transferee in connection with the Transfer in excess of the Rent and Additional Rent payable by Tenant under this Lease during the term of the Transfer on a per rentable square foot basis if less than all of the Premises is transferred, after deducting the reasonable expenses incurred by Tenant for (i) any changes, alterations and improvements to the Premises in connection with the Transfer, and (ii) any market rate, third party brokerage commissions incurred free base rent reasonably provided to the Transferee in connection with the Transfer (provided that such free rent shall be deducted only to the extent the same is included in the calculation of total consideration payable by such Transferee), and (iii) any brokerage commissions in connection with the Transfer (iv) legal fees reasonably incurred in connection with the Transfer, and (v) and fees paid to Landlord in connection with Tenant's request for consent (collectively, the “"Tenant's Subleasing Costs”"); provided, however, that if, at the time of any such sublease or assignment, Landlord determines that the foregoing “. "Transfer Premium” formula may result in the receipt by Landlord of amounts that the Landlord may " shall also include, but not be permitted limited to, key money, bonus money or other cash consideration paid by Transferee to receive pursuant Tenant in connection with such Transfer, and any payment in excess of fair market value for services rendered by Tenant to any requirementsTransferee or for assets, obligation fixtures, inventory, equipment, or understanding furniture transferred by Tenant to Transferee in connection with such Transfer. The determination of the amount of Landlord's applicable to Landlordshare of the Transfer Premium shall be made on a monthly basis as rent or other consideration is received by Tenant under the Transfer. 726334.04/WLA183305-00001/10-27-14/ejs/ejs 23 [XXXXXXXXX BIOTECH GATEWAY][Solazyme, the parties agree to enter into an amendment to this Lease which revises the “Transfer Premium” formula in a manner that (x) is mutually agreed to by the parties and (y) does not result in any material increase in the expected costs or benefits to either party under this Section 14.3. 14.4Inc.]

Transfer Premium. If Landlord consents to a Transfer, as a condition thereto which the parties hereby agree is reasonable, Tenant shall pay to Landlord fifty percent (50%) of any “"Transfer Premium,” " as that term is defined in this Section 14.3, received by Tenant from such Transferee in any particular calendar month, which amount shall be paid to Landlord immediately following Tenant’s Xxxxxx's receipt of the same. “"Transfer Premium” " shall mean all rent, additional rent or other consideration (including, without limitation, key money, bonus money or other cash consideration but excluding any payment for assets, inventory, equipment or furniture transferred by Tenant to Transferee in connection with such Transfer) payable by such Transferee in connection with the Transfer in excess of the Rent and Additional Rent payable by Tenant under this Lease during the term of the Transfer on a per rentable square foot basis if less than all of the Premises is transferred, after deducting the reasonable expenses incurred by Tenant for (i) any changes, alterations and improvements to the Premises in connection with the Transfer, and (ii) any market rate, third party brokerage commissions incurred in connection with the Transfer (collectively, the “"Subleasing Costs”"); provided, however, that if, at the time of any such sublease or assignment, Landlord determines that the foregoing “"Transfer Premium” " formula may result in the receipt by Landlord of amounts that the Landlord may not be permitted to receive pursuant to any requirements, obligation or understanding applicable to Landlord, the parties agree to enter into an amendment to this Lease which revises the “"Transfer Premium” " formula in a manner that (x) is mutually agreed to by the parties and (y) does not result in any material increase in the expected costs or benefits to either party under this Section 14.3. 14.4

Transfer Premium. If Landlord consents to a Transfer, as a condition thereto which the parties hereby agree is reasonable, Tenant shall pay to Landlord fifty percent (50%) of any “Transfer Premium"TRANSFER PREMIUM,” " as that term is defined in this Section 14.3, actually received by Tenant from such Transferee in any particular calendar month, which amount shall be paid to Landlord immediately following Tenant’s receipt of the sameTransferee. “"Transfer Premium” " shall mean all rent, additional rent or other consideration payable (including, without limitation, key money, bonus money in lieu of or other cash consideration but excluding any payment for assets, inventory, equipment or furniture transferred by Tenant in addition to Transferee in connection with such Transferrent) payable by such Transferee in connection with the Transfer (as opposed to the sale of the business) in excess of the Rent and Additional Rent payable by Tenant under this Lease during the term of the Transfer (including, in such calculation, payments made by Tenant under the Promissory Note), on a per rentable square foot basis if less than all of the Premises is transferred, after deducting the reasonable expenses incurred by Tenant in connection with such Transfer for (i) any changesimprovement allowance or other economic concessions (space planning allowance, alterations moving expenses, etc.) paid by Tenant to Transferee in connection with such Transfer, including any unamortized value of tenant improvements in excess of Thirty Dollars ($30.00) and improvements up to Sixty Dollars ($60.00) per rentable square foot in the Premises Transferred Space paid for by Tenant (and not paid or otherwise reimbursed from Landlord's Loan and/or Landlord's Additional Loan); (ii) any brokerage commission incurred by Tenant in connection with the Transfer, and (iiiii) any market rate, third party brokerage commissions reasonable attorneys' fees incurred by Tenant (including attorneys' fees paid to Landlord) in connection with the Transfer, (iv) any costs to buy-out or takeover the previous lease of a Transferee; (v) out-of-pocket costs of advertising the space that is the subject of the Transfer and (vi) the aggregate amount of Base Rent and Additional Rent paid by Tenant during the period prior to the commencement of the term of the transfer during which Tenant does not occupy the subject space, commencing on and after the Downtime State Date (as defined below) (collectively, "SUBLEASING COSTS"). The "DOWNTIME START DATE" shall mean the “Subleasing Costs”)later of (A) the date which Tenant vacates and does not reoccupy the subject space and delivers Notice of the same to Landlord, and (B) the date Tenant enters into a listing agreement for the subject space with a reputable broker, and provides Landlord with Notice thereof; provided, however, that if, at the in no event will Subleasing Costs for space not yet occupied by Tenant (and not occupied by Tenant merely as a subterfuge of this provision) include any Base Rent and Additional Rent paid by Tenant to Landlord for a period of time in excess of any such sublease or assignment, Landlord determines that the foregoing “six (6) months. "Transfer Premium” formula may result in the receipt by Landlord of amounts that the Landlord may " shall also include, but not be permitted limited to, key money and bonus money or other cash consideration for rent or in lieu of rent paid by Transferee to receive pursuant Tenant in connection with such Transfer (as opposed to the sale of the business), and any requirementspayment in excess of fair market value for services rendered by Tenant to Transferee or for assets, obligation fixtures, inventory, equipment, or understanding applicable furniture transferred by Tenant to LandlordTransferee in connection with such Transfer; provided, however, under no circumstances shall Landlord be paid any Transfer Premium until Tenant has recovered all Subleasing Costs for such Transferred Space, it being understood that if in any year the gross revenues, less the deductions set forth and included in Subleasing Costs, are less than any and all costs actually paid in assigning or subletting the affected space (collectively, "TRANSACTION COSTS"), the parties agree amount of the excess Transaction Costs shall be carried over to enter into an amendment to this Lease which revises the “next year and then deducted from net revenues with the procedure repeated until a Transfer Premium” formula in a manner that (x) Premium is mutually agreed to by the parties and (y) does not result in any material increase in the expected costs or benefits to either party under this Section 14.3. 14.4achieved.

Transfer Premium. If Landlord consents to a Transfer, as a condition thereto which the parties hereby agree is reasonable, Tenant shall pay to Landlord fifty percent (50%) of any “Transfer Premium,” as that term is defined in this Section 14.3, Premium received by Tenant from such Transferee in any particular calendar month, which amount shall be paid to Landlord immediately following Tenant’s receipt of the sameTransferee. “"Transfer Premium” " shall mean all rent, additional rent or other consideration (including, without limitation, key money, bonus money or other cash consideration but excluding any payment for assets, inventory, equipment or furniture transferred by Tenant to Transferee in connection with such Transfer) payable by such Transferee in connection with the Transfer in excess of the Rent and Additional Rent payable by Tenant under this Lease during the term of the Transfer on a per rentable square foot basis if less than all of the Premises is transferred, after deducting the reasonable expenses (the "Transfer Costs") incurred by Tenant for (i) any changes, alterations and improvements to the Premises in connection with the Transfer, and (ii) any market ratefree base rent reasonably provided to the Transferee, third party (iii) any reasonable brokerage commissions and attorneys fees incurred in connection with the Transfer, (iv) marketing costs; (v) attorneys' fees paid by Tenant to Landlord in connection with the Transfer, (vi) tenant improvement allowances granted in connection with the Transfer, (vii) free rent and concessions granted to the Transferee, and (viii) the amount of Base Rent and Additional Rent paid by Tenant to Landlord with respect to the Subject Space during the period commencing on the later of (A) the date Tenant contracts with a reputable broker to market the Subject Space, and (B) the date Tenant vacates the Subject Space, until the commencement of the term of the Transfer. The Transfer (collectively, Costs shall also be deemed to include the “Subleasing Costs”); provided, however, that if, at the time value of any such sublease or assignment, permanently affixed improvements in the Subject Space which were paid for by Tenant (specifically excluding any improvements in the Subject Space funded by Landlord determines that as part of the foregoing “Tenant Improvement Allowance). "Transfer Premium” formula may result in the receipt by Landlord of amounts that the Landlord may " shall also include, but not be permitted limited to, key money, bonus money or other cash consideration paid by Transferee to receive pursuant Tenant in connection with such Transfer, and any payment in excess of fair market value for services rendered by Tenant to Transferee or for assets, fixtures, inventory, equipment, or furniture transferred by Tenant to Transferee in connection with such Transfer. Tenant shall not artificially structure any requirements, obligation or understanding applicable Transfer as a subterfuge in order to Landlord, intentionally circumvent the parties agree to enter into an amendment to this Lease which revises the “Transfer Premium” formula in a manner that (x) is mutually agreed to by the parties and (y) does not result in any material increase in the expected costs or benefits to either party under provisions of this Section 14.3. 14.4Tenant shall be required to pay Landlord its portion of any Transfer Premium on a monthly basis when received by Tenant, provided that Tenant shall be entitled to recover all of its Transfer Costs prior to owing to Landlord any Transfer Premium pursuant to the terms of this Section 14.3.

Transfer Premium. If Landlord consents to a Transfer, as a condition thereto which the parties hereby agree is reasonable, Tenant shall pay to Landlord fifty percent (50%) of any “"Transfer Premium,” " as that term is defined in this Section 14.3, received by Tenant from such Transferee Transferee; provided, however, that Tenant shall not be required to pay to Landlord any Transfer Premium until such time as Tenant has recovered all applicable "Transfer Costs," as that term is defined in this Section 14.3, it being understood that if in any particular calendar monthyear the gross revenues, which less the deductions set forth and included in Transfer Costs, are less than any and all costs actually paid in assigning or subletting the affected space (collectively "Transaction Costs"), the amount of the excess Transaction Costs shall be paid carried over to Landlord immediately following Tenant’s receipt of the samenext year and then deducted from net revenues with the procedure repeated until a Transfer Premium is achieved. “"Transfer Premium” " shall mean all rent, additional rent or other consideration (including, without limitation, key money, bonus money or other cash consideration but excluding any payment for assets, inventory, equipment or furniture transferred by Tenant to Transferee in connection with such Transfer) payable by such Transferee in connection with the Transfer in excess of the Rent and Additional Rent payable by Tenant under this Lease during the term of the Transfer on a per rentable square foot basis if less than all of the Premises is transferred, after deducting the reasonable expenses incurred by Tenant for (i) any changes, alterations and improvements to the Premises in connection with the Transfer, and (ii) any market ratefree base rent reasonably provided to the Transferee, third party (iii) any brokerage commissions incurred in connection with the Transfer, (iv) any lease takeover incurred by Tenant in connection with the Transfer; (v) out-of-pocket costs of advertising the space subject to the Transfer, (vi) any improvement allowance or other economic concessions paid by Tenant to the Transferee in connection with the Transfer; and (vii) reasonable attorneys' fees incurred by Tenant in connection with the Transfer; and (viii) the aggregate amount of Base Rent and Additional Rent paid by Tenant during the period prior to the commencement of the term of the Transfer during which Tenant does not occupy the Subject Space, commencing on and after the Downtime Start Date (as defined below) (collectively, "Transfer Costs"). The "Downtime Start Date" shall mean the “Subleasing Costs”); provided, however, that if, at later of (A) the time date which Tenant vacates and does not reoccupy the Subject Space and delivers notice of any such sublease or assignment, Landlord determines that the foregoing “Transfer Premium” formula may result in the receipt by Landlord of amounts that the Landlord may not be permitted to receive pursuant to any requirements, obligation or understanding applicable same to Landlord, and (B) the parties agree to enter date Tenant enters into an amendment to this Lease which revises a listing agreement for the “Subject Space with a reputable broker, and provides Landlord with notice thereof. "Transfer Premium” formula " shall also include, but not be limited to, key money, bonus money or other cash consideration paid by Transferee to Tenant in connection with such Transfer, and any payment in excess of fair market value for services rendered by Tenant to Transferee or for assets, fixtures, inventory, equipment, or furniture transferred by Tenant to Transferee in connection with such Transfer. The determination of the amount of Landlord's applicable share of the Transfer Premium shall be made on a manner that (x) monthly basis as rent or other consideration is mutually agreed to received by Tenant under the parties and (y) does not result in any material increase in the expected costs or benefits to either party under this Section 14.3. 14.4Transfer, after Tenant has first recovered its Transfer Costs, .

Transfer Premium. If Landlord consents to a Transfer, as a condition thereto which the parties hereby agree is reasonable, Tenant shall pay to Landlord fifty percent (50%) of any “"Transfer Premium,” " as that term is defined in this Section 14.3, received by Tenant from such Transferee in any particular calendar month, which amount shall be paid to Landlord immediately following Tenant’s 's receipt of the same. “"Transfer Premium” " shall mean all rent, additional rent or other consideration (including, without limitation, key money, bonus money or other cash consideration but excluding any payment for assets, inventory, equipment or furniture transferred by Tenant to Transferee in connection with such Transfer) payable by such Transferee in connection with the Transfer in excess of the Rent and Additional Rent payable by Tenant under this Lease during the term of the Transfer on a per rentable square foot basis if less than all of the Premises is transferred, after deducting the reasonable out-of-pocket expenses incurred by Tenant for (i) any changes, alterations and improvements to the Premises in connection with the Transfer, and ; (ii) any market rate, third party brokerage commissions in connection with the Transfer; (iii) legal fees reasonably incurred in connection with the Transfer; (iv) the gross revenue as to the transferred space paid to Landlord by Tenant for all days the transferred space was vacated beginning from the date which is the later of (a) the date Tenant contracts with a reputable broker to market the transferred space and (b) the date that Tenant first vacated the transferred space until the date the assignee or sublessee was to pay rent; and (v) any other "out-of-pocket" monetary concessions (including, but not limited to, free rent, improvement allowances, remodeling or decorating costs), costs and expenses reasonably incurred in connection with the Transfer (collectively, the “"Subleasing Costs”"); provided, however, that if, at the time of any such sublease or assignment, Landlord determines that the foregoing “"Transfer Premium” " formula may result in the receipt by Landlord of amounts that the Landlord may not be permitted to receive pursuant to any requirements, obligation or understanding applicable to Landlord, the parties agree to enter into an amendment to this Lease which revises the “"Transfer Premium” " formula in a manner that (x) is mutually agreed to by the parties and (y) does not result in any material increase in the expected costs or benefits to either party under this Section 14.3. 14.4"Transfer Premium" shall also include, but not be limited to, key money, bonus money or other cash consideration paid by Transferee to Tenant in connection with such Transfer, and any payment in excess of fair market value for services rendered by Tenant to Transferee or for assets, fixtures, inventory, equipment, or furniture transferred by Tenant to Transferee in connection with such Transfer; provided, however, that if, at the time of any such sublease or assignment, Landlord determines that Landlord's receipt of the foregoing amounts may result in the receipt by Landlord of amounts that the Landlord may not be permitted to receive pursuant to any requirements, obligation or understanding applicable to Landlord, the parties agree to enter into an amendment to this Lease which revises such amounts in a manner that (x) is mutually agreed to by the parties and (y) does not result in any material increase in the expected costs or benefits to either party under this Section 14.3.

Transfer Premium. If Landlord consents to a Transfer, as a condition thereto which the parties hereby agree is reasonable, Tenant shall pay to Landlord fifty percent (50%) of any “Transfer Premium,” as that term is defined in this Section 14.3, received by Tenant from such Transferee in any particular calendar month, which amount shall be paid to Landlord immediately following Tenant’s receipt of the sameTransferee. “Transfer Premium” shall mean all rent, additional rent or other consideration (including, without limitation, key money, bonus money or other cash consideration but excluding any payment for assets, inventory, equipment or furniture transferred by Tenant to Transferee in connection with such Transfer) payable by such Transferee in connection with the Transfer in excess of the Rent and Additional Rent payable by Tenant under this Lease during the term of the Transfer on a per rentable square foot basis if less than all of the Premises is transferred, after deducting the reasonable expenses incurred by Tenant for (i) any changes, alterations and improvements to the Premises in connection with the Transfer, and (ii) any market ratefree base rent or other economic concessions reasonably provided to the Transferee, third party (iii) any brokerage commissions incurred in connection with the Transfer, (iv) any attorneys’ fees incurred by Tenant in connection with the Transfer, (v) any lease takeover costs incurred by Tenant in connection with the Transfer, (vi) any costs of advertising the space which is the subject of the Transfer, and (vii) any review and processing fees paid to Landlord in connection with such Transfer (collectively, the “Subleasing Transfer Costs”); provided, however, that if, at the time of any such sublease or assignment, Landlord determines that the foregoing . “Transfer Premium” formula may result in the receipt by Landlord of amounts that the Landlord may shall also include, but not be permitted to receive pursuant to any requirementslimited to, obligation or understanding applicable to Landlord, the parties agree to enter into an amendment to this Lease which revises the “Transfer Premium” formula in a manner that (x) is mutually agreed key money, bonus money or other cash consideration paid by Transferee to by the parties Tenant in connection with such Transfer, and (y) does not result any payment in any material increase excess of fair market value for (1) services rendered by Tenant to Transferee, or (2) for tangible assets (as opposed to intellectual property), fixtures, inventory, equipment, or furniture transferred by Tenant to Transferee in connection with such Transfer. In the expected costs or benefits calculations of the Rent (as it relates to either party the Transfer Premium calculated under this Section 14.3), the Rent paid during each annual period for the Subject Space shall be computed after adjusting such rent to the actual effective rent to be paid, taking into consideration any and all leasehold concessions granted in connection therewith, including, but not limited to, any rent credit and improvement allowance. 14.4For purposes of calculating any such effective rent all such concessions shall be amortized on a straight-line basis over the relevant term.

Transfer Premium. If Landlord consents to a Transfer, as a ---------------- condition thereto which the parties hereby agree is reasonable, Tenant shall pay to Landlord fifty percent (50%) of any “"Transfer Premium,” " as that term is defined in this Section 14.3, received by Tenant from such Transferee in any particular calendar month, which amount shall be paid to Landlord immediately following Tenant’s receipt of the sameTransferee. “"Transfer Premium” " shall mean all rent, additional rent or other consideration (including, without limitation, key money, bonus money or other cash consideration but excluding any payment for assets, inventory, equipment or furniture transferred by Tenant to Transferee in connection with such Transfer) payable by such Transferee in connection with the Transfer in excess of the Rent and Additional Rent payable by Tenant under this Lease during the term of the Transfer on a per rentable square foot basis if less than all of the Premises is transferred, after deducting the reasonable expenses incurred by Tenant for (i) any changes, alterations and improvements to the Premises in connection with the Transfer, and (ii) any market ratefree base rent reasonably provided to the Transferee, third party (iii) any brokerage commissions incurred in connection with the Transfer and (collectively, iv) all of Tenant's legal fees and costs in connection with the “Subleasing Costs”); provided, however, that if, at the time of any such sublease or assignment, Landlord determines that the foregoing “Transfer. "Transfer Premium” formula may result in the receipt by Landlord of amounts that the Landlord may " shall also include, but not be permitted limited to, key money, bonus money or other cash consideration paid by Transferee to receive pursuant Tenant in connection with such Transfer, and any payment in excess of fair market value for services rendered by Tenant to any requirementsTransferee or for assets, obligation fixtures, inventory, equipment, or understanding applicable furniture transferred by Tenant to Landlord, Transferee in connection with such Transfer. In the parties agree calculations of the Rent (as it relates to enter into an amendment to this Lease which revises the “Transfer Premium” formula in a manner that (x) is mutually agreed to by the parties and (y) does not result in any material increase in the expected costs or benefits to either party Premium calculated under this Section 14.3) and the Transferee's Rent under Section 14.2 of this Lease, the Rent paid during each annual 11 period for the Subject Space, and the Transferee's Rent, shall be computed after adjusting such rent to the actual effective rent to be paid, taking into consideration any and all leasehold concessions granted in connection therewith, including, but not limited to, any rent credit and tenant improvement allowance. 14.4For purposes of calculating any such effective rent all such concessions shall be amortized on a straight-line basis over the relevant term. The provisions of this section shall not be applicable to any Excluded Transfers under Section 14.6.

Transfer Premium. If Landlord consents to a Transfer, as a condition thereto which the parties hereby agree is reasonable, Tenant shall pay to Landlord fifty percent (50%) of any “"Transfer Premium,” " as that term is defined in this Section 14.3, received by Tenant from such Transferee in any particular calendar month, which amount shall be paid to Landlord immediately following Tenant’s receipt of the sameTransferee. “"Transfer Premium” " shall mean all rent, additional rent or other consideration (including, without limitation, key money, bonus money or other cash consideration but excluding any payment for assets, inventory, equipment or furniture transferred by Tenant to Transferee in connection with such Transfer) payable by such Transferee in connection with the Transfer in excess of the Rent and Additional Rent payable by Tenant under this Lease during the term of the Transfer on a per rentable square foot basis if less than all of the Premises is transferred, after deducting the reasonable expenses incurred by Tenant for (i) any changes, alterations and improvements to the Premises in connection with the Transfer, and (ii) any market ratefree base rent reasonably provided to the Transferee in connection with the Transfer (provided that such free rent shall be deducted only to the extent the same is included in the calculation of total consideration payable by such Transferee), third party (iii) any brokerage commissions in connection with the Transfer, (iv) legal fees reasonably incurred in connection with the Transfer and (v) any amounts payable to Landlord in connection with a request for consent to such Transfer (collectively, the “"Tenant's Subleasing Costs”"); provided, however, that if, at the time of any such sublease or assignment, Landlord determines that the foregoing “. "Transfer Premium” formula may result in the receipt by Landlord of amounts that the Landlord may " shall also include, but not be permitted limited to, key money, bonus money or other cash consideration paid by Transferee to receive pursuant Tenant in connection with such Transfer, and any payment in excess of fair market value for services rendered by Tenant to any requirementsTransferee or for assets, obligation fixtures, inventory, equipment, or understanding furniture transferred by Tenant to Transferee in connection with such Transfer. The determination of the amount of Landlord's applicable to Landlord, share of the parties agree to enter into an amendment to this Lease which revises Transfer Premium shall be made on a monthly basis as rent or other consideration is received by Tenant under the “Transfer Premium” formula in a manner that (x) is mutually agreed to by the parties and (y) does not result in any material increase in the expected costs or benefits to either party under this Section 14.3. 14.4Transfer.

Transfer Premium. If Landlord consents to a Transfer, as a condition thereto which the parties hereby agree is reasonable, Tenant shall pay to Landlord fifty percent (50%) of any “"Transfer Premium,” " as that term is defined in this Section 14.3, received by Tenant from such Transferee in any particular calendar month, which amount shall be paid to Landlord immediately following Tenant’s 's receipt of the same. “"Transfer Premium” " shall mean all rent, additional rent or other consideration (including, without limitation, key money, bonus money or other cash consideration but excluding any payment for assets, inventory, equipment or furniture transferred by Tenant to Transferee in connection with such Transfer) payable by such Transferee in connection with the Transfer in excess of the Rent and Additional Rent payable by Tenant under this Lease during the term of the Transfer on a per rentable square foot basis if less than all of the Premises is transferred, after deducting the reasonable expenses incurred by Tenant for (i) any changes, alterations and improvements to the Premises in connection with the Transfer, and (ii) any market rate, third party brokerage commissions incurred in connection with the Transfer (collectively, the “"Subleasing Costs”"); provided, however, that if, at the time of any such sublease or assignment, Landlord determines that the foregoing “"Transfer Premium” " formula may result in the receipt by Landlord of amounts that the Landlord may not be permitted to receive pursuant to any requirements, obligation or understanding applicable to Landlord, the parties agree to enter into an amendment to this Lease which revises the “"Transfer Premium” " formula in a manner that (x) is mutually agreed to by the parties and (y) does not result in any material increase in the expected costs or benefits to either party under this Section 14.3. 14.4"Transfer Premium" shall also include, but not be limited to, key money, bonus money or other cash consideration paid by Transferee to Tenant in connection with such Transfer, and any payment in excess of fair market value for services rendered by Tenant to Transferee or for assets, fixtures, inventory, equipment, or furniture transferred by Tenant to Transferee in connection with such Transfer; provided, however, that if, at the time of any such sublease or assignment, Landlord determines that Landlord's receipt of the foregoing amounts may result in the receipt by Landlord of amounts that the Landlord may not be permitted to receive pursuant to any requirements, obligation or understanding applicable to Landlord, the parties agree to enter into an amendment to this Lease which revises such amounts in a manner that (x) is mutually agreed to by the parties and (y) does not result in any material increase in the expected costs or benefits to either party under this Section 14.3.

Transfer Premium. If Landlord consents to a Transfer, as a condition thereto which the parties hereby agree is reasonable, Tenant shall pay to Landlord fifty percent (50%) of any “Transfer Premium,” as that term is defined in this Section 14.3, received by Tenant from such Transferee in any particular calendar month, which amount shall be paid to Landlord immediately following Tenant’s receipt of the sameTransferee. “Transfer Premium” shall mean all rent, additional rent or other consideration (including, without limitation, key money, bonus money or other cash consideration but excluding any payment for assets, inventory, equipment or furniture transferred by Tenant to Transferee in connection with such Transfer) payable by such Transferee in connection with the Transfer in excess of the Rent and Additional Rent payable by Tenant under this Lease during the term of the Transfer on a per rentable square foot basis if less than all of the Premises is transferred, and after deducting the reasonable expenses incurred by Tenant for deduction of (i) any changes, alterations and costs of improvements made to the Subject Space in connection with such Transfer, (ii) brokerage commissions paid in connection with such Transfer, and (iii) reasonable legal fees incurred in connection with such Transfer (“Tenant’s Subleasing Costs”). “Transfer Premium” shall also include, but not be limited to, key money, bonus money or other cash consideration paid by Transferee to Tenant in connection with such Transfer, and any payment in excess of fair market value for services rendered by Tenant to Transferee or for assets, fixtures, inventory, equipment, or furniture transferred by Tenant to Transferee in connection with such Transfer. The determination of the amount of Landlord’s applicable share of the Transfer Premium shall be made on a monthly basis as rent or other consideration is received by Tenant under the Transfer. For purposes of calculating the Transfer Premium on a monthly basis, Tenant’s Subleasing Costs shall be deemed to be expended by Tenant in equal monthly amounts over the entire term of the Transfer. Notwithstanding the foregoing terms of this Section 14.3, Landlord hereby acknowledges that Tenant intends to enter into a sublease for space on the (1st) floor of the Premises (the “First Floor Sublease”), and to the extent Tenant enters into any such First Floor Sublease (that meets the terms hereof), Landlord shall not be entitled to any Transfer Premium in connection with the Transferfirst such First Floor Sublease, and (ii) any market rate, third party brokerage commissions incurred in connection with but such protection shall not apply to subsequent subleases of the Transfer (collectively, the “Subleasing Costs”); provided, however, that if, at the time of any such sublease or assignment, Landlord determines that the foregoing “Transfer Premium” formula may result in the receipt by Landlord of amounts that the Landlord may not be permitted to receive pursuant to any requirements, obligation or understanding applicable to Landlord, the parties agree to enter into an amendment to this Lease which revises the “Transfer Premium” formula in a manner that (x) is mutually agreed to by the parties and (y) does not result in any material increase in the expected costs or benefits to either party under this Section 14.3. 14.4Premises.

Transfer Premium. If Landlord consents to any Transfer (other than a Permitted Transfer), Tenant, contemporaneously with Tenant’s delivery of a fully executed duplicate original of the document or documents effecting such Transfer, as shall deliver to Landlord a condition thereto which certification (the parties hereby agree “Transfer Premium Certificate”) of the amount of any consideration to be received by Tenant that is reasonableattributable to such Transfer. Except in the case of a Permitted Transfer, Tenant shall pay to Landlord fifty percent (50%) of any “Net Transfer Premium,” Premium (as that term hereinafter defined) within thirty (30) days after same is defined in this Section 14.3, received and collected by Tenant from such Transferee in any particular calendar monthtime to time. As used herein, which amount shall be paid to Landlord immediately following Tenant’s receipt of the same. “Net Transfer Premium” shall mean all rentmean, additional rent or other with respect to any Transfer, the amount of any consideration (including, without limitation, key money, bonus money or other cash consideration but excluding received from any payment for assets, inventory, equipment or furniture transferred by Tenant to Transferee in connection with consideration for such TransferTransfer less: (i) payable by such Transferee in connection with the Transfer in excess case of the Rent and Additional a subletting, all Rent payable by Tenant under this Lease in respect of the Subject Space during the term of the Transfer on a per rentable square foot basis if less than all of the Premises is transferred, after deducting the reasonable expenses incurred by Tenant for (i) any changes, alterations and improvements to the Premises in connection with the Transfer, such sublease; and (ii) Transfer Costs (as hereinafter defined). As used herein, “Transfer Costs” with respect to any market rate, third party brokerage commissions incurred in connection with the Transfer shall mean: (collectively, the “Subleasing Costs”a) any allowances or other economic concessions (including free rent periods); provided, however, that if, at (b) costs of alterations made to the time Premises (including without limitation costs of any such sublease or assignment, Landlord determines that dividing the foregoing “Transfer Premium” formula may result in the receipt by Landlord of amounts that the Landlord may not be permitted to receive pursuant to any requirements, obligation or understanding applicable to Landlord, the parties agree to enter into an amendment to this Lease which revises the “Transfer Premium” formula in a manner that Premises and creating common corridors); (xc) is mutually agreed to by the parties brokerage commissions; (d) advertising and marketing costs; and (ye) does not result reasonable legal, architectural, and engineering costs paid or incurred by Tenant (whether incurred directly by Tenant or reimbursed by Tenant to Landlord or other parties). If part of the consideration for such Transfer shall be payable other than in any material increase cash, Landlord’s share of such non-cash consideration shall be in the expected costs or benefits such form as is reasonably satisfactory to either party under this Section 14.3. 14.4Landlord and to Tenant.

Transfer Premium. If Landlord consents to a Transfer, as a condition thereto which the parties hereby agree is reasonable, Tenant shall pay to Landlord fifty percent (50%) of any “Transfer Premium,” as that term is defined in this Section 14.3, received by Tenant from such Transferee Transferee; provided, however, if Tenant (A) exercises its right of first offer pursuant to the terms of Section 1.3 of this Lease, above, and thereafter sublets the First Offer Space to a subtenant, (B) exercises its right of first refusal pursuant to the terms of Section 1.4 of this Lease, above, and thereafter sublets the First Refusal Space to a subtenant, (C) installs Rooftop Equipment (or has such Rooftop Equipment installed) on behalf of a subtenant pursuant to Article 22, (D) installs Tenant Signage (or has such Tenant Signage installed) on behalf of a subtenant pursuant to Article 23, or (E) allows a subtenant to park in any particular calendar monthreserved parking spaces acquired by Tenant pursuant to its Parking ROFO, which amount then the Transfer Premium shall be paid to Landlord immediately following Tenant’s receipt of the sameone hundred percent (100%). “Transfer Premium” shall mean all rent, additional rent or other consideration (including, without limitation, key money, bonus money or other cash consideration but excluding any payment for assets, inventory, equipment or furniture transferred by Tenant to Transferee in connection with such Transfer) payable by such Transferee in connection with the Transfer in excess of the Rent and Additional Rent payable by Tenant under this Lease during the term of the Transfer on a per rentable square foot basis if less than all of the Premises is transferred, after deducting the reasonable expenses incurred by Tenant in connection with the Transfer (including, without limitation, legal fees) for (i) any changes, alterations and improvements to the Premises in connection with the Transfer, and (ii) any market ratefree base rent and other concessions provided to the Transferee, third party and (iii) any brokerage commissions incurred in connection with the Transfer (collectively, the “Subleasing Costs”); provided, however, that if, at the time of any such sublease or assignment, Landlord determines that the foregoing Transfer. “Transfer Premium” formula may result in the receipt by Landlord of amounts that the Landlord may shall also include, but not be permitted limited to, key money, bonus money or other cash consideration paid by Transferee to receive pursuant Tenant in connection with such Transfer, and any payment in excess of fair market value for services rendered by Tenant to any requirementsTransferee or for assets, obligation fixtures, inventory, equipment, or understanding applicable furniture transferred by Tenant to Landlord, Transferee in connection with such Transfer. In the parties agree calculations of the Rent (as it relates to enter into an amendment to this Lease which revises the “Transfer Premium” formula in a manner that (x) is mutually agreed to by the parties and (y) does not result in any material increase in the expected costs or benefits to either party Premium calculated under this Section 14.3), and the Transferee’s Rent and Quoted Rent under Section 14.2 of this Lease, the Rent paid during each annual period for the Subject Space, and the Transferee’s Rent and the Quoted Rent, shall be computed after adjusting such rent to the actual effective rent to be paid, taking into consideration any and all leasehold concessions granted in connection therewith, including, but not limited to, any rent credit and tenant improvement allowance. 14.4For purposes of calculating any such effective rent all such concessions shall be amortized on a straight-line basis over the relevant term.

Transfer Premium. If Except as otherwise provided in Sections 14.7 and 14.8 below, if Landlord consents to a Transfer, as a condition thereto which the parties hereby agree is reasonable, Tenant shall pay to Landlord fifty percent (50%) of any “Transfer Premium,” as that term is defined in this Section 14.3, received by Tenant from such Transferee in any particular calendar month, which amount shall be paid to Landlord immediately following Tenant’s receipt of the sameTransferee. “Transfer Premium” shall mean all rent, additional rent or rent, parking charges and other consideration (including, without limitation, key money, bonus money or other cash consideration but excluding any payment for assets, inventory, equipment or furniture transferred by Tenant to Transferee in connection with such Transfer) payable by received from such Transferee in connection with the Transfer in excess of the Rent Rent, Additional Rent, parking charges and Additional Rent other consideration payable by Tenant under this Lease during the term of the Transfer (determined on a per rentable square foot basis if less than all of the Premises is transferred), after first deducting the actual, reasonable and documented expenses incurred by Tenant for the following (collectively, the “Subleasing Costs”): (i) any changes, alterations and improvements made to the Premises Subject Space (including any architectural, design and permit fees in connection therewith) and/or any tenant improvement allowances, space planning allowances, moving allowances and other out-of-pocket monetary concessions paid or provided by Tenant to the Transferee, in connection with the Transfer, and ; (ii) any market rate, third party brokerage commissions incurred and advertising expenses in connection with the Transfer; (iii) reasonable legal fees incurred by Tenant in negotiating the Transfer and obtaining Landlord’s consent thereto (collectivelyincluding Landlord’s attorneys’ fees); (iv) any costs to buy-out or takeover the previous lease of a Transferee; and (v) the Rent paid to Landlord by Tenant for all days that Tenant has vacated the Subject Space following the later of (A) the date the Subject Space was first vacated by Xxxxxx, and (B) the date Landlord receives a factually correct written notice that the Subject Space has been listed with an outside brokerage firm for marketing to third party tenants, up to the lease commencement date of the sublease or assignment covering said Subject Space, or, if earlier, the “Subleasing Costs”); provided, however, that if, at date Tenant’s assignee or subtenant takes possession of the time of Subject Space or Tenant ceases to list the Subject Space with an outside brokerage firm for marketing to third party tenants. The Transfer Premium shall not apply to any such assignment or sublease to an Affiliate or assignment, Landlord determines that the foregoing “Transfer Premium” formula may result in the receipt by Landlord of amounts that the Landlord may not be permitted a sublease to receive a Business Affiliate pursuant to any requirements, obligation or understanding applicable to Landlord, the parties agree to enter into an amendment to this Lease which revises the “Transfer Premium” formula in a manner that (x) is mutually agreed to by the parties provisions of Sections 14.7 and (y) does not result in any material increase in the expected costs or benefits to either party under this Section 14.3. 14.414.8

Transfer Premium. If Landlord consents to a TransferTransfer (specifically excluding events under Section 14.8 and 14.9), as a condition thereto which the parties hereby agree is reasonable, Tenant shall pay to Landlord fifty percent (50%) of any “Transfer Premium,” as that term is defined in this Section 14.3, actually received by Tenant from such Transferee in any particular calendar month, which amount shall be paid to Landlord immediately following Tenant’s receipt of the sameTransferee. “Transfer Premium” shall mean all rent, additional rent or rent, parking charges and other consideration payable (including, without limitation, key money, bonus money in lieu of or other cash consideration but excluding any payment for assets, inventory, equipment or furniture transferred by Tenant in addition to Transferee in connection with such Transferrent) payable by such Transferee in connection with the Transfer (as opposed to the sale of Tenant’s business) in excess of the Rent and Additional Rent Rent, parking charges and other consideration payable by Tenant under this Lease during the term of the Transfer on a per rentable square foot basis if less than all of the Premises is transferred, after deducting the actual, reasonable and documented expenses incurred by Tenant for (ia) the gross revenue (exclusive of any such Transfer Premium) paid to Landlord by Tenant during the period of the sublease term or during the assignment for the Subject Space; (b) the gross revenue paid to Landlord by Tenant during the period (the “Downtime Period”) prior to the commencement of the term of the Transfer during which Tenant does not occupy the Subject Space, commencing on and after the Downtime Start Date (as defined below); (c) any changesimprovement allowance or other economic concession (space planning allowance, alterations and improvements moving expenses, etc.,) paid to the Premises sublessee or assignee or the cost of improvements constructed by Tenant in connection therewith; (d) any broker’s commission incurred by Tenant in connection with the Transfer, ; (e) reasonable attorneys’ fees incurred by Tenant in connection with the negotiation and documentation of the Transfer; (f) any lease takeover costs incurred by Tenant in connection with the Transfer; (g) the costs associated with any downtime incurred by Tenant in connection with the Transfer; (h) any fees charged by Landlord and incurred by Tenant in connection with the Transfer; and (iii) any market rate, third party brokerage commissions costs of advertising and marketing such Subject Space incurred by Tenant in connection with the Transfer (collectively, the “Subleasing Costs”). The “Downtime Start Date” shall mean the later of (A) the date which Tenant vacates and does not reoccupy the subject space and delivers notice of the same to Landlord, and (B) the date Tenant enters into a listing agreement for the subject space with a reputable broker, and provides Landlord with notice thereof; provided, however, that if, at in no event shall the time Downtime Period occur for a period which is longer than an aggregate of any such sublease or assignment, Landlord determines that the foregoing twelve (12) months. “Transfer Premium” formula may result in the receipt by Landlord of amounts that the Landlord may shall also include, but not be permitted limited to, key money, bonus money or other cash consideration paid by Transferee to receive pursuant Tenant in connection with such Transfer (as opposed to the sale of Tenant’s business), and any requirementspayment in excess of fair market value for services rendered by Tenant to Transferee or for assets, obligation fixtures, inventory, equipment, or understanding furniture transferred by Tenant to Transferee in connection with such Transfer. The determination of the amount of Landlord’s applicable share of the Transfer Premium shall be made on a monthly basis as rent or other consideration is received by Tenant under the Transfer. Notwithstanding anything contained herein to Landlordthe contrary, under no circumstances shall Landlord be paid any Transfer Premium until Tenant has recovered all Subleasing Costs for such Subject Space, it being understood that if in any year the gross revenues, less the deductions set forth and included in Subleasing Costs, are less than any and all costs actually paid in assigning or subletting the affected space (collectively, “Transaction Costs”), the parties agree amount of the excess Transaction Costs shall be carried over to enter into an amendment to this Lease which revises the “next year and then deducted from net revenues with the procedure repeated until a Transfer Premium” formula in a manner that (x) Premium is mutually agreed to by the parties and (y) does not result in any material increase in the expected costs or benefits to either party under this Section 14.3. 14.4achieved.

Transfer Premium. If Landlord consents to a Transfer, as a condition thereto which the parties hereby agree is reasonable, Tenant shall pay to Landlord fifty percent (50%) of any “Transfer Premium,” as that term is defined in this Section 14.3, received by Tenant from such Transferee in (other than any particular calendar month, which amount shall be paid to Landlord immediately following Tenant’s receipt of the samePermitted Party). “Transfer Premium” shall mean all rent, additional rent or other consideration (including, without limitation, key money, bonus money or other cash consideration but excluding any payment for assets, inventory, equipment or furniture transferred by Tenant to Transferee in connection with such Transfer) payable by such Transferee in connection with the Transfer in excess of the Rent and Additional Rent payable by Tenant under this Lease during the term of the Transfer on a per rentable square foot basis if less than all of the Premises is transferred, after deducting the reasonable third party expenses incurred by Tenant for (i) any design and construction costs incurred on account of changes, alterations and improvements to the Premises in connection with the Transfer, and (ii) any market rate, third party brokerage commissions incurred free base rent and tenant improvement allowances reasonably provided to the Transferee in connection with the Transfer (provided that such free rent and tenant improvement allowances shall be deducted only to the extent the same is included in the calculation of total consideration payable by such Transferee), (iii) any brokerage commissions in connection with the Transfer, (iv) legal fees and disbursements reasonably incurred in connection with the Transfer, and (v) any unamortized Excess Costs, as defined in Exhibit D (as determined on a straight line basis over the initial term of this Lease, without interest) paid by Tenant for the Tenant Improvements (collectively, the “Tenant’s Subleasing Costs”); provided, however, that if, at the time of any such sublease or assignment, Landlord determines that the foregoing “Transfer Premium” formula may result in the receipt by Landlord of amounts that the Landlord may not be permitted to receive pursuant to any requirements, obligation or understanding applicable to Landlord, the parties agree to enter into an amendment to this Lease which revises the “Transfer Premium” formula in a manner that (x) is mutually agreed to by the parties and (y) does not result in any material increase in the expected costs or benefits to either party under this Section 14.3. 14.4.

Transfer Premium. If Landlord consents to a Transfer, as a condition thereto which the parties hereby agree is reasonable, Tenant shall pay to Landlord fifty percent (50%) of any “Transfer Premium,” as that term is defined in this Section 14.3, received by Tenant from such Transferee Transferee; provided, however, that Tenant shall not be required to pay to Landlord any Transfer Premium until such time as Tenant has recovered all applicable “Transfer Costs,” as that term is defined in this Section 14.3, it being understood that if in any particular calendar monthyear the gross revenues, which less the deductions set forth and included in Transfer Costs, are less than any and all costs actually paid in assigning or subletting the affected space (collectively “Transaction Costs”), the amount of the excess Transaction Costs shall be paid carried over to Landlord immediately following Tenant’s receipt of the samenext year and then deducted from net revenues with the procedure repeated until a Transfer Premium is achieved. “Transfer Premium” shall mean all rent, additional rent or other consideration (including, without limitation, key money, bonus money or other cash consideration but excluding any payment for assets, inventory, equipment or furniture transferred by Tenant to Transferee in connection with such Transfer) payable by such Transferee in connection with the Transfer in excess of the Rent and Additional Rent payable by Tenant under this Lease during the term of the Transfer on a per rentable square foot basis if less than all of the Premises is transferred, after deducting the reasonable expenses incurred by Tenant for (i) any changes, alterations and improvements to the Premises in connection with the Transfer, and (ii) any market ratefree base rent reasonably provided to the Transferee, third party (iii) any brokerage commissions incurred in connection with the Transfer, (iv) any lease takeover incurred by Tenant in connection with the Transfer; (v) out-of-pocket costs of advertising the space subject to the Transfer, (vi) any improvement allowance or other economic concessions paid by Tenant to the Transferee in connection with the Transfer; and (vii) reasonable attorneys’ fees incurred by Tenant in connection with the Transfer; and (viii) the aggregate amount of Base Rent and Additional Rent paid by Tenant during the period prior to the commencement of the term of the Transfer during which Tenant does not occupy the Subject Space, commencing on and after the Downtime Start Date (as defined below) (collectively, the “Subleasing Transfer Costs”); provided. The “Downtime Start Date” shall mean the later of (A) the date which Tenant vacates and does not reoccupy the Subject Space and delivers notice of the same to Landlord, howeverand (B) the date Tenant enters into a listing agreement for the Subject Space with a reputable broker, that if, at the time of any such sublease or assignment, and provides Landlord determines that the foregoing with notice thereof. “Transfer Premium” formula may result in the receipt by Landlord of amounts that the Landlord may shall also include, but not be permitted limited to, key money, bonus money or other cash consideration paid by Transferee to receive pursuant Tenant in connection with such Transfer, and any payment in excess of fair market value for services rendered by Tenant to any requirementsTransferee or for assets, obligation fixtures, inventory, equipment, or understanding furniture transferred by Tenant to Transferee in connection with such Transfer. The determination of the amount of Landlord’s applicable share of the Transfer Premium shall be made on a monthly basis as rent or other consideration is received by Tenant under the Transfer, after Tenant has first recovered its Transfer Costs,. Confidential Treatment Requested by Oportun Financial Corporation Pursuant to Landlord, the parties agree to enter into an amendment to this Lease which revises the “Transfer Premium” formula in a manner that (x) is mutually agreed to by the parties and (y) does not result in any material increase in the expected costs or benefits to either party under this 17 C.F.R. Section 14.3. 14.4200.83

Transfer Premium. If Landlord consents to a Transfer, as a condition thereto which the parties hereby agree is reasonable, Tenant shall pay to Landlord fifty percent (50%) of any “"Transfer Premium,” " as that term is defined in this Section 14.3, received by Tenant from such Transferee in any particular calendar month, which amount shall be paid to Landlord immediately following Tenant’s receipt of the sameTransferee. “"Transfer Premium” " shall mean all rent, additional rent or other consideration (including, without limitation, key money, bonus money or other cash consideration but excluding any payment for assets, inventory, equipment or furniture transferred by Tenant to Transferee in connection with such Transfer) payable by such Transferee in connection with the Transfer in excess of the Rent and Additional Rent payable by Tenant under this Lease during the term of the Transfer on a per rentable square foot basis if less than all of the Premises is transferred, after deducting the reasonable expenses incurred by Tenant for (i) any changes, alterations and improvements to the Premises in connection with the Transfer, and (ii) any market ratefree base rent reasonably provided to the Transferee, third party brokerage commissions (iii) attorneys' fees reasonably incurred by Tenant in connection with the Transfer Transfer, and (collectively, iv) any brokerage commissions in connection with the “Subleasing Costs”); provided, however, that if, at the time of any such sublease or assignment, Landlord determines that the foregoing “Transfer. "Transfer Premium” formula may result in the receipt by Landlord of amounts that the Landlord may " shall also include, but not be permitted limited to, key money, bonus money or other cash consideration paid by Transferee to receive pursuant Tenant in connection with such Transfer, and any payment in excess of fair market value for services rendered by Tenant to any requirementsTransferee or for assets, obligation fixtures, inventory, equipment, or understanding applicable furniture transferred by Tenant to LandlordTransferee in connection with such Transfer. In the XXXXXX REALTY 571981.06/WLA 0000 Xxxxxxxxx Xxxxx K4064-066/6-8-04/pjr/pjr -34-[STMicroelectronics, Inc.] calculations of the parties agree Rent (as it relates to enter into an amendment to this Lease which revises the “Transfer Premium” formula in a manner that (x) is mutually agreed to by the parties and (y) does not result in any material increase in the expected costs or benefits to either party Premium calculated under this Section 14.3), and the Transferee's Rent and Quoted Rent under Section 14.2 of this Lease, the Rent paid during each annual period for the Subject Space, and the Transferee's Rent and the Quoted Rent, shall be computed after adjusting such rent to the actual effective rent to be paid, taking into consideration any and all leasehold concessions granted in connection therewith, including, but not limited to, any rent credit and tenant improvement allowance. 14.4For purposes of calculating any such effective rent all such concessions shall be amortized on a straight-line basis over the relevant term.

Transfer Premium. If Except as otherwise provided in Sections 14.4 and 14.5 above, if Landlord consents to a Transfer, as a condition thereto which the parties hereby agree is reasonable, Tenant shall pay to Landlord fifty percent (50%) of any “"Transfer Premium,” " as that term is defined in this Section 14.314.6, received by Tenant from such Transferee in any particular calendar month, which amount shall be paid to Landlord immediately following Tenant’s receipt of the sameTransferee. “"Transfer Premium” " shall mean all rent, additional rent or other consideration (including, without limitation, key money, bonus money or other cash consideration but excluding any payment for assets, inventory, equipment or furniture transferred by Tenant to Transferee in connection with such Transfer) payable by such Transferee in connection with the Transfer in excess of the Rent and Additional Rent payable by Tenant under this Lease during the term of the Transfer on a per rentable square foot basis if less than all of the Premises is transferred, after deducting the reasonable expenses incurred by Tenant for (i) any changes, alterations and improvements to the Premises in connection with the Transfer, and (ii) any market rate, third party brokerage commissions incurred in connection with the Transfer, (iii) the unamortized cost of all Alterations and any Tenant Improvements paid for by Tenant from Tenant's own funds and not initially funded by Landlord or paid for by Landlord out of any tenant improvement allowances, and (iv) reasonable legal fees incurred by Tenant in negotiating the Transfer and obtaining Landlord's consent thereto and in collecting any sums due from the Transferee (collectively, the “"Subleasing Costs”"); provided, however, that if, at the time of any such sublease or assignment, Landlord determines that the foregoing “. "Transfer Premium” formula may result in the receipt by Landlord of amounts that the Landlord may " shall also include, but not be permitted limited to, key money and bonus money paid by Transferee to receive pursuant Tenant in connection with such Transfer, and any payment in excess of fair market value for services rendered by Tenant to any requirementsTransferee or for assets, obligation fixtures, inventory, equipment or understanding applicable furniture transferred by Tenant to Landlord, the parties agree to enter into an amendment to this Lease which revises the “Transfer Premium” formula Transferee in a manner that (x) is mutually agreed to by the parties and (y) does not result in any material increase in the expected costs or benefits to either party under this Section 14.3. 14.4connection with such Transfer.

Transfer Premium. If Landlord consents to a TransferTransfer which constitutes a subletting, as a condition thereto which the parties hereby agree is reasonable, Tenant shall pay to Landlord fifty percent (50%) of any “Transfer Premium,” as that term is defined in this Section 14.3, received by Tenant from such Transferee in any particular calendar month, which amount shall be paid to Landlord immediately following Tenant’s receipt of the same. “Transfer Premium” shall mean all rent, additional rent or other consideration (including, without limitation, key money, bonus money or other cash consideration but excluding any payment for assets, inventory, equipment or furniture transferred by Tenant to Transferee in connection with such Transfer) payable by such Transferee in connection with the Transfer in excess of the Rent and Additional Rent payable by Tenant under this Lease during the term of the Transfer on a per rentable square foot basis if less than all of the Premises is transferred, after deducting the reasonable expenses incurred by Tenant for (i) any changes, alterations and improvements to the Premises in connection with the Transfer, and (ii) any market rate, third party brokerage commissions commissions, (iii) legal fees reasonably incurred in connection with the Transfer, and (iv) any other “out-of-pocket” monetary concessions (including, but not limited to, free rent, improvement allowances, remodeling or decorating costs), costs and expenses reasonably incurred in connection with the Transfer (collectively, the “Subleasing Costs”); provided, however, that if, at the time of any such sublease or assignmentsublease, Landlord determines that the foregoing “Transfer Premium” formula may result in the receipt by Landlord of amounts that the Landlord may not be permitted to receive pursuant to any requirements, obligation or understanding applicable to Landlord, the parties agree to enter into an amendment to this Lease which revises the “Transfer Premium” formula in a manner that (x) is mutually agreed to by the parties and (y) does not result in any material increase in the expected costs or benefits to either party under this Section 14.3. 14.4If, at the time of any such sublease, Landlord determines that Landlord’s receipt of the foregoing amounts may result in the receipt by Landlord of amounts that the Landlord may not be permitted to receive pursuant to any requirements, obligation or understanding applicable to Landlord, the parties agree to enter into an amendment to this Lease which revises such amounts in a manner that (x) is mutually agreed to by the parties and (y) does not result in any material increase in the expected costs or benefits to either party under this Section 14.3, Landlord shall not be entitled to any portion of any monies received by Tenant in connection with any assignment of this Lease.