Common use of Transfer Premium Clause in Contracts

Transfer Premium. Except as otherwise provided in Section 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. “Transfer Premium” shall mean all rent, additional rent and other consideration received from such Transferee in excess of the Rent, Additional Rent and other consideration payable by Tenant under this Lease 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 (i) any changes, alterations and improvements made to the Premises, and/or any tenant improvement allowance provided by Tenant to the Transferee, in connection with the Transfer, (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, (iv) costs of advertising the space for sublease or assignment, (v) unamortized cost of initial and subsequent improvements to the Premises by Tenant, and (vi) any other costs actually paid in assigning or subletting the Subject Space. The Transfer Premium shall not apply to any assignment or sublease to an Affiliate pursuant to the provisions of Section 14.7 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, and any payment in excess of fair market value for services rendered by Tenant to the Transferee in connection with such Transfer. For purposes of calculating Transfer Premium during the Abatement Period, the Base Rent shall be equal to $46.25 per rentable square of the Subject Space. Throughout the Lease Term, Tenant shall have the right to modify Base Rent for potential Transfer to full service by adding $4.00 per rentable square of the Subject Space without paying a Transfer Premium to Landlord to cover such gross-up expenses.

Transfer Premium. Except as otherwise provided in Section 14.7 below, if 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 TransfereeTenant. “Transfer Premium” shall mean (a) all rent, additional rent and or other consideration received from payable by such Transferee in excess of the Rent, Additional Rent and other consideration payable by Tenant under this Lease on a per rentable square foot basis if less than basis; (b) all of the Premises is transferred, after deducting the actual, reasonable and documented expenses incurred by Tenant for (i) any changes, alterations and improvements made to the Premises, and/or any tenant improvement allowance provided by Tenant to the Transferee, in connection with the Transfer, (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, (iv) costs of advertising the space for sublease or assignment, (v) unamortized cost of initial and subsequent improvements to the Premises by Tenant, and (vi) any other costs actually paid in assigning or subletting the Subject Space. The Transfer Premium shall not apply to any assignment or sublease to an Affiliate pursuant to the provisions of Section 14.7 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, Transferee; and (c) any payment in excess of fair market value for services rendered by Tenant to the Transferee Transferee. The “Transfer Premium” shall (i) be reduced by all out-of-pocket expenses incurred by Tenant in connection with the Transfer, such Transferas customary brokerage commissions and reasonable attorneys’ fees; and (ii) not include any compensation for the fair market value of Tenant’s Property nor reasonable compensation for the sale of Tenant’s business that is not attributable to the value of Tenant’s leasehold interest hereunder. For purposes of calculating Tenant shall pay the Transfer Premium during to Landlord within five (5) days following receipt by Xxxxxx. Tenant shall furnish upon Xxxxxxxx’s request a complete statement, certified by an independent certified public accountant, or Xxxxxx’s chief financial officer, setting forth in detail the Abatement Periodcomputation of any Transfer Premium. Within one (1) year following the date of the Transfer, Landlord shall have the Base Rent right at all reasonable times to audit the books, records and papers of Tenant relating to any Transfer as necessary to confirm the calculation of the Transfer Premium. If the Transfer Premium shall be equal to $46.25 per rentable square of the Subject Space. Throughout the Lease Termfound understated, Tenant shall, within thirty (30) days after demand, pay the deficiency, together with interest thereon at the Interest Rate and Landlord’s costs of such audit. If the Transfer Premium has been understated by more than ten percent (10%), Landlord shall have the right to modify Base Rent for potential Transfer cancel this Lease upon thirty (30) days’ notice to full service Tenant and Tenant shall indemnify Landlord from and against any and all Claims associated with such termination, including but not limited to any Claims by adding $4.00 per rentable square of the Subject Space without paying a Transfer Premium to Landlord to cover such gross-up expensesTransferee.

Transfer Premium. Except as otherwise provided in Section 14.7 below, if 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. “Transfer Premium” shall mean all rent, additional rent and or other consideration received from payable by such Transferee in excess of the Rent, Rent and Additional Rent and other consideration payable by Tenant under this Lease 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 (i) any changes, alterations and improvements made to the Premises, and/or any tenant improvement allowance provided by Tenant to the Transferee, in connection with the Transfer, (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, (iv) costs of advertising the space for sublease or assignment, (v) unamortized cost of initial and subsequent improvements to the Premises by Tenant, and (vi) any other costs actually paid in assigning or subletting the Subject Space. The Transfer Premium shall not apply to any assignment or sublease to an Affiliate pursuant to the provisions of Section 14.7 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, 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. In the calculations of the Rent (as it relates to the Transfer 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 reasonable leasehold concessions granted in connection therewith, including, but not limited to, any reasonable rent credit commissions and tenant improvement allowance, and Tenant’s reasonable third-party fees and costs by including reasonable attorneys’ fees, incurred in negotiating, documenting and consummating the Transfer. For purposes of calculating Transfer Premium during the Abatement Periodany such effective rent, the Base Rent all such concessions shall be equal to $46.25 per rentable square of amortized on a straight-line basis over the Subject Space. Throughout the Lease Term, Tenant shall have the right to modify Base Rent for potential Transfer to full service by adding $4.00 per rentable square of the Subject Space without paying a Transfer Premium to Landlord to cover such gross-up expensesrelevant term.

Transfer Premium. Except as otherwise provided in Section 14.7 below, if 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 TransfereeTenant. “Transfer Premium” shall mean (a) all rent, additional rent and or other consideration received from payable by such Transferee in excess of the Rent, Additional Rent and other consideration payable by Tenant under this Lease on a per rentable square foot basis if less than basis; (b) all of the Premises is transferred, after deducting the actual, reasonable and documented expenses incurred by Tenant for (i) any changes, alterations and improvements made to the Premises, and/or any tenant improvement allowance provided by Tenant to the Transferee, in connection with the Transfer, (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, (iv) costs of advertising the space for sublease or assignment, (v) unamortized cost of initial and subsequent improvements to the Premises by Tenant, and (vi) any other costs actually paid in assigning or subletting the Subject Space. The Transfer Premium shall not apply to any assignment or sublease to an Affiliate pursuant to the provisions of Section 14.7 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, Transferee; and (c) any payment in excess of fair market value for services rendered by Tenant to the Transferee Transferee. The “Transfer Premium” shall (i) be reduced by all out-of-pocket expenses incurred by Tenant in connection with the Transfer, such as customary brokerage commissions and reasonable attorneys’ fees, Tenant improvement allowances, free rent, attorneys’ fees associated with such Transfer; and (ii) not include any compensation for the fair market value of Tenant’s Property nor reasonable compensation for the sale of Tenant’s business that is not attributable to the value of Tenant’s leasehold interest hereunder. For purposes of calculating Tenant shall pay the Transfer Premium during to Landlord within five (5) days following actual receipt by Tenant. Tenant shall furnish upon Landlord’s request a complete statement, certified by an independent certified public accountant, or Tenant’s chief financial officer, setting forth in detail the Abatement Periodcomputation of any Transfer Premium. Within one (1) year following the date of the Transfer, Landlord shall have the Base Rent right at all reasonable times to audit the books, records and papers of Tenant relating to any Transfer as necessary to confirm the calculation of the Transfer Premium. If the Transfer Premium shall be equal to $46.25 per rentable square of the Subject Space. Throughout the Lease Termfound understated, Tenant shall, within thirty (30) days after demand, pay the deficiency, together with interest thereon at the Interest Rate and Landlord’s costs of such audit. If the Transfer Premium has been understated by more than ten percent (10%), Landlord shall have the right to modify Base Rent for potential Transfer cancel this Lease upon thirty (30) days’ notice to full service Tenant and Tenant shall indemnify Landlord from and against any and all Claims associated with such termination, including but not limited to any Claims by adding $4.00 per rentable square of the Subject Space without paying a Transfer Premium to Landlord to cover such gross-up expensesTransferee.

Transfer Premium. Except as otherwise provided in Section 14.7 below, if Landlord consents As a reasonable condition to a Landlord's consent to any 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 defined below). "Transfer Premium,” as that term is defined in this Section 14.3" means all Base Rent, received by Tenant from such Transferee. “Transfer Premium” shall mean all additional rent, additional rent and other consideration received from such Transferee in excess of the Rent, Additional Rent and other consideration payable by Transferee to Tenant under this Lease 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 (i) any changes, alterations and improvements made to the Premises, and/or any tenant improvement allowance provided by Tenant to the Transferee, in connection with the Transfer, (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, (iv) costs of advertising the space for sublease or assignment, (v) unamortized cost of initial and subsequent improvements to the Premises by Tenant, and (vi) any other costs actually paid in assigning or subletting the Subject Space. The Transfer Premium shall not apply to any assignment or sublease to an Affiliate pursuant to the provisions of Section 14.7 below. “Transfer Premium” shall also include, but not be limited to, including key money and bonus money 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 the Transferee or assets, fixtures, inventory, equipment, or furniture transferred by Tenant to Transferee in connection with the Transfer ("Transferee Rent")), after deducting reasonable amounts payable by Tenant on account of the Transfer, such Transferas the application fee to be paid by Tenant pursuant to Section 16.2 above, reasonable Tenant's legal fees and costs, leasing commissions, Tenant improvement costs and the Rent payable by Tenant under this Lease (excluding the Transfer Premium) for the Subject Space ("Tenant Rent"). Tenant shall pay the Transfer Premium on a monthly basis, together with its payment of Base Rent. In calculating the Transfer Premium, Tenant Rent, Transferee Rent, and Quoted Rent, the parties shall first adjust the rent to the actual effective rent to be paid, taking into consideration any and all leasehold concessions, including any rent credit and tenant improvement allowance. For purposes of calculating Transfer Premium during the Abatement Periodeffective rent, the Base Rent all those concessions shall be equal to $46.25 per rentable square of amortized on a straight-line basis over the Subject Spacerelevant term. Throughout the Lease TermOn Landlord's request, Tenant shall have furnish a complete statement, certified by an independent certified public accountant or Tenant's chief financial officer, describing in detail the right to modify Base Rent computation of any Transfer Premium that Tenant has derived or will derive from the Transfer. If Landlord's independent certified public accountant finds that the Transfer Premium for potential any Transfer to full service by adding $4.00 per rentable square has been understated, Tenant shall, within thirty (30) days after demand, pay the deficiency and, if such understatement exceeds three (3) percent of the Subject Space without paying a total Transfer Premium to Landlord to cover such gross-up expensesPremium, Landlord's costs of that audit.

Transfer Premium. Except as otherwise provided in Section 14.7 below, if 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. “"Transfer Premium” " shall mean all rent, additional rent and or other consideration received from payable by such Transferee in connection with the Transfer in excess of the Rent, Rent and Additional Rent 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 (i) any changes, alterations and improvements made to the Premises, and/or any tenant improvement allowance provided by Tenant to the Transferee, Premises in connection with the Transfer, (ii) any brokerage commissions and advertising expenses free base rent reasonably provided to the Transferee in connection with the Transfer, and (iii) any brokerage commissions and reasonable legal fees incurred by Tenant in negotiating connection with the Transfer and obtaining Landlord’s consent thereto(collectively, (iv) costs of advertising the space for sublease or assignment, (v) unamortized cost of initial and subsequent improvements to the Premises by "Tenant, and (vi) any other costs actually paid in assigning or subletting the Subject Space's Transfer Costs"). The Transfer Premium shall not apply to any assignment or sublease to an Affiliate pursuant to the provisions of Section 14.7 below. “"Transfer Premium” " shall also include, but not be limited to, key money and 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 the 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 during the Abatement Periodon a monthly basis, the Base Rent (i) Tenant's Transfer Costs shall be deemed to be expended by Tenant in equal to $46.25 per rentable square monthly amounts over the entire term of the Subject Space. Throughout Transfer and (ii) the Lease Term, Tenant shall have the right to modify Base Rent paid for potential Transfer to full service by adding $4.00 per rentable square of the Subject Space without paying by Tenant 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. For purposes of calculating any such effective rent all such concessions shall be amortized on a Transfer Premium to Landlord to cover such grossstraight-up expensesline basis over the relevant term.

Transfer Premium. Except as otherwise provided in Section 14.7 below, if 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, except that Tenant may retain one hundred percent (100%) of any Transfer Premium received in connection with Tenant’s subleasing of up to an aggregate of fifteen percent (15%) of the rentable square footage of the Premises. “Transfer Premium” shall mean all rent, additional rent and or other consideration received from payable by such Transferee in excess of the Rent, Rent and Additional Rent and other consideration payable by Tenant under this Lease 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 actual, reasonable and documented expenses not to exceed commissions for similar transactions; (b) tenant improvement costs incurred by Tenant for to effect such Transfer; (ic) any changesother economic concessions (allowances, alterations moving expenses, etc.); (d) reasonable, actual advertising costs and improvements made to the Premises, and/or any tenant improvement allowance provided by Tenant to the Transferee, in connection with the Transfer, legal fees; (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, (iv) costs of advertising the space for sublease or assignment, (v) unamortized cost of initial and subsequent improvements to the Premises by Tenant, and (vie) any other reasonable, customary costs actually paid or incurred in assigning or subletting the Subject Space. The Transfer Premium shall not apply to any transferred space or in negotiating or effectuating the assignment or sublease to an Affiliate sublease; and (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 provisions of Section 14.7 belowTransfer 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 an independent third party broker for the Transfer Space and delivered the Transfer Notice to Landlord. “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, 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. For purposes of calculating Transfer Premium during the Abatement Period, the Base Rent shall be equal to $46.25 per rentable square of the Subject Space. Throughout the Lease Term, Tenant shall have the right to modify Base Rent for potential Transfer to full service by adding $4.00 per rentable square of the Subject Space without paying a Transfer Premium to Landlord to cover such gross-up expenses.

Transfer Premium. Except as otherwise provided in Section 14.7 below, if 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. “"Transfer Premium” " shall mean all rent, additional rent and or other consideration received from payable by such Transferee in connection with the Transfer in excess of the Rent, Rent and Additional Rent 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 (i) any changes, alterations and improvements made to the Premises, and/or any tenant improvement allowance provided by Tenant to the Transferee, Premises in connection with the Transfer, (ii) any brokerage commissions and advertising expenses free base rent reasonably provided to the Transferee in connection with the Transfer, and (iii) reasonable legal fees incurred by Tenant any brokerage commissions in negotiating connection with the Transfer and obtaining Landlord’s consent thereto(collectively, (iv) costs of advertising the space for sublease or assignment, (v) unamortized cost of initial and subsequent improvements to the Premises by "Tenant, and (vi) any other costs actually paid in assigning or subletting the Subject Space's Subleasing Costs"). The Transfer Premium shall not apply to any assignment or sublease to an Affiliate pursuant to the provisions of Section 14.7 below. “"Transfer Premium” " shall also include, but not be limited to, key money and money, bonus money or other cash consideration paid by Transferee to Tenant in connection with such Transfer, and any an payment in excess of fair market value for services rendered by Tenant to the Transferee or assets, fixtures, inventory, equipment, or furniture transferred by Tenant to Transferee in connection with such Transfer. Tenant shall make a determination of the amount of Landlord's applicable share of the Transfer Premium on a monthly basis as rent or other consideration is paid by Transferee to Tenant under the Transfer. For purposes of calculating the Transfer Premium during the Abatement PeriodPremium, the Base Rent on a monthly basis, (A) Tenant's Subleasing Costs shall be deemed to be expended by Tenant in equal to $46.25 per rentable square monthly amounts over the entire term of the Subject Space. Throughout Transfer and (B) the Lease Term, Tenant shall have the right to modify Base Rent paid for potential Transfer to full service by adding $4.00 per rentable square of the Subject Space without paying by Tenant 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. For purposes of calculating any such effective rent all such concessions shall be amortized on a Transfer Premium to Landlord to cover such grossstraight-up expensesline basis over the relevant term.

Transfer Premium. Except as otherwise provided in Section 14.7 below, if 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. “"Transfer Premium” " shall mean all rent, additional rent and or other consideration received from payable by such Transferee in connection with the Transfer in excess of the Rent, Rent and Additional Rent and other consideration payable by Tenant under this Lease (including any Additional Tenant Improvement Allowance Payment) 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 actual, reasonable and documented expenses incurred by Tenant for deduction of (i) any changes, alterations and costs of improvements made to the Premises, and/or any tenant improvement allowance provided by Tenant to the Transferee, Subject Space in connection with such Transfer (which may include the Transferunamortized cost of the Tenant Improvements to the extent paid for by Tenant directly rather than through the Additional TI Allowance), (ii) any brokerage commissions and advertising expenses paid in connection with the such Transfer, and (iii) reasonable legal fees incurred by Tenant in negotiating the Transfer and obtaining Landlord’s consent thereto, (iv) costs of advertising the space for sublease or assignment, (v) unamortized cost of initial and subsequent improvements to the Premises by Tenant, and (vi) any other costs actually paid in assigning or subletting the Subject Spaceconnection with such Transfer. The Transfer Premium shall not apply to any assignment or sublease to an Affiliate pursuant to the provisions of Section 14.7 below. “"Transfer Premium” " shall also include, but not be limited to, key money and 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 the Transferee or for assets, fixtures, inventory, equipment, or furniture transferred by Tenant to Transferee in connection with such Transfer. For purposes Notwithstanding the foregoing, the reduction in Base Rent in the first six (6) months of the Lease Term under Section 4 of the Summary shall be disregarded when calculating the Transfer Premium during such period. The determination of the Abatement Period, amount of Landlord's applicable share of the Base Rent Transfer Premium shall be equal to $46.25 per rentable square of made on a monthly basis as rent or other consideration is received by Tenant under the Subject Space. Throughout the Lease Term, Tenant shall have the right to modify Base Rent for potential Transfer to full service by adding $4.00 per rentable square of the Subject Space without paying a Transfer Premium to Landlord to cover such gross-up expensesTransfer.

Transfer Premium. Except as otherwise provided in Section 14.7 below, if 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. “"Transfer Premium” " shall mean all rent, additional rent and or other consideration received from payable by such Transferee in connection with the Transfer in excess of the Rent, Rent and Additional Rent 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 (i) any changes, alterations and improvements made reasonable Alterations to the Premises, and/or any tenant improvement allowance provided Premises made by Tenant (and consented to the Transferee, by Landlord) in connection with the Transfer, (ii) any advertising costs, (iii) any free base rent and other concessions reasonably provided to the Transferee, (iv) any reasonable legal expenses and brokerage commissions and advertising expenses customary in the industry in connection with the Transfer, (iii) reasonable legal fees incurred by Tenant in negotiating the Transfer and obtaining Landlord’s consent thereto, (iv) costs of advertising the space for sublease or assignment, (v) unamortized cost of initial and subsequent improvements any review fees paid to the Premises by Landlord under Section 14.1 (collectively, "Tenant, and (vi) any other costs actually paid in assigning or subletting the Subject Space's Costs"). The Transfer Premium shall not apply to any assignment or sublease to an Affiliate pursuant to the provisions of Section 14.7 below. “"Transfer Premium” " shall also include, but not be limited to, key money and 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 the Transferee or for assets, fixtures, inventory, equipment, or furniture transferred by Tenant to Transferee in connection with such Transfer. For the purposes of calculating the Transfer Premium during the Abatement Periodon a monthly basis, the Base Rent (A) Tenant's Costs shall be equal to $46.25 per rentable square amortized over the term of the Subject Space. Throughout Transfer, and (B) the Lease Term, Tenant shall have the right to modify Base Rent paid for potential Transfer to full service by adding $4.00 per rentable square of the Subject Space without paying 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. For purposes of calculating any such effective rent all such concessions shall be amortized on a Transfer Premium to Landlord to cover such grossstraight-up expensesline basis over the term of the Transfer.

Transfer Premium. Except as otherwise provided in Section 14.7 below, if 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. “Transfer Premium” shall mean all rent, additional rent and or other consideration received from payable by such Transferee in connection with the Transfer in excess of the Rent, Rent and Additional Rent 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 (i) any changes, alterations and improvements made to the Premises, and/or any tenant improvement allowance free base rent reasonably provided by Tenant to the Transferee, in connection with the Transfer, (ii) any brokerage commissions and advertising expenses in connection with the Transfer, (iii) reasonable legal attorneys’ fees incurred by Tenant in negotiating connection with the Transfer and obtaining Landlord’s consent thereto, 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 for sublease or assignmentsubject to the Transfer; (vi) any free base rent reasonably provided to the Transferee; and (vii) any changes, (v) unamortized cost of initial alterations and subsequent improvements to the Premises by Tenant, and (vi) any other costs actually paid in assigning or subletting connection with the Subject Space. The Transfer Premium shall not apply to any assignment or sublease to an Affiliate pursuant to the provisions of Section 14.7 below. “Transfer Premium” shall also include, but not be limited to, key money and 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 the 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 (as it relates to the Transfer 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. For purposes of calculating Transfer Premium during the Abatement Period, the Base Rent any such effective rent all such concessions shall be equal to $46.25 per rentable square of amortized on a straight-line basis over the Subject Space. Throughout the Lease Term, Tenant shall have the right to modify Base Rent for potential Transfer to full service by adding $4.00 per rentable square of the Subject Space without paying a Transfer Premium to Landlord to cover such gross-up expensesrelevant term.

Transfer Premium. Except as otherwise provided in Section 14.7 below, if If Landlord consents to a Transfer, as a condition thereto which the parties hereby agree is reasonable, Tenant shall pay to Landlord fifty seventy-five percent (5075%) of any “Transfer Premium,” as that term is defined in this Section 14.3, received by Tenant from such Transferee. “Transfer Premium” shall mean all rent, additional rent and or other consideration received from payable by such Transferee in connection with the Transfer in excess of the Rent, Rent and Additional Rent 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 (i) any changes, alterations and improvements made to the Premises, and/or any tenant improvement allowance provided by Tenant to the Transferee, Premises in connection with the Transfer, (ii) any free base rent reasonably provided to the Transferee, and (iii) any brokerage commissions and advertising expenses reasonable legal fees in connection with the Transfer. For purposes of this Section 14.3 only, (iii) reasonable legal fees incurred by Tenant in negotiating when calculating the Transfer and obtaining LandlordPremium, Tenant’s consent thereto, (iv) costs of advertising the space for sublease or assignment, (v) unamortized cost of initial and subsequent improvements to the Premises by Tenant, and (vi) any other costs actually paid in assigning or subletting the Subject Space. The Transfer Premium Rent shall not apply to any assignment or sublease to an Affiliate pursuant to the provisions of Section 14.7 belowbe designated as $5.50 per rentable square foot. “Transfer Premium” shall also include, but not be limited to, key money and money, bonus money or other cash consideration paid by Transferee to Tenant in connection with such TransferTransfer (provided Tenant may amortize such consideration over the term of the transfer to reflect the effective rate), 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. In the calculations of the Rent (as it relates to the Transfer 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 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. For purposes of calculating Transfer Premium during the Abatement Period, the Base Rent any such effective rent all such concessions shall be equal to $46.25 per rentable square of amortized on a straight-line basis over the Subject Space. Throughout the Lease Term, Tenant shall have the right to modify Base Rent for potential Transfer to full service by adding $4.00 per rentable square of the Subject Space without paying a Transfer Premium to Landlord to cover such gross-up expensesrelevant term.

Transfer Premium. Except as otherwise provided in Section 14.7 below, if 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. “Transfer Premium” "TRANSFER PREMIUM" shall mean all rent, additional rent and or other consideration received from payable by such Transferee in connection with the Transfer in excess of the Rent, Rent and Additional Rent 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 (i) any changes, alterations and improvements made to the Premises, and/or any tenant improvement allowance provided by Tenant to the Transferee, Premises in connection with the Transfer, (ii) any free base rent reasonably provided to the Transferee, and (iii) any brokerage commissions and advertising expenses in connection with the TransferTransfer (collectively, (iii) reasonable legal fees incurred by Tenant in negotiating the Transfer and obtaining Landlord’s consent thereto, (iv) costs of advertising the space for sublease or assignment, (v) unamortized cost of initial and subsequent improvements to the Premises by Tenant, and (vi) any other costs actually paid in assigning or subletting the Subject Space"TENANT'S SUBLEASING COSTS"). The Transfer Premium shall not apply to any assignment or sublease to an Affiliate pursuant to the provisions of Section 14.7 below. “"Transfer Premium” " shall also include, but not be limited to, key money and 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 the 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 during the Abatement Periodon a monthly basis, the Base Rent (i) Tenant's Subleasing Costs shall be deemed to be expended by Tenant in equal to $46.25 per rentable square monthly amounts over the entire term of the Subject Space. Throughout Transfer and (ii) the Lease Term, Tenant shall have the right to modify Base Rent paid for potential Transfer to full service by adding $4.00 per rentable square of the Subject Space without paying by Tenant 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. For purposes of calculating any such effective rent all such concessions shall be amortized on a Transfer Premium to Landlord to cover such grossstraight-up expensesline basis over the relevant term.

Transfer Premium. Except as otherwise provided in Section 14.7 below, if 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. “"Transfer Premium” " shall mean all rent, additional rent and or other consideration received from payable by such Transferee in connection with the Transfer in excess of the Rent, Base Monthly Rent and Additional Rent 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 (i) any changes, alterations and improvements made to the Premises, and/or any tenant improvement allowance provided by Tenant to the Transferee, Premises in connection with the Transfer, (ii) any brokerage commissions and advertising expenses free base rent reasonably provided to the Transferee in connection with the TransferTransfer (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) reasonable legal fees incurred by Tenant any brokerage commissions in negotiating connection with the Transfer and obtaining Landlord’s consent thereto, (iv) costs of advertising legal fees reasonably incurred in connection with the space for sublease or assignmentTransfer (collectively, (v) unamortized cost of initial and subsequent improvements to the Premises by "Tenant, and (vi) any other costs actually paid in assigning or subletting the Subject Space's Subleasing Costs"). The Transfer Premium shall not apply to any assignment or sublease to an Affiliate pursuant to the provisions of Section 14.7 below. “"Transfer Premium” " shall also include, but not be limited to, key money and 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 the Transferee or for assets, fixtures, inventory, equipment, or furniture transferred by Tenant to Transferee in connection with such Transfer. Landlord shall make a determination of the amount of Landlord's applicable share of the Transfer Premium on a monthly basis as rent or other consideration is paid by Transferee to Tenant under the Transfer. For purposes of calculating the Transfer Premium during the Abatement Periodon a monthly basis, the Base Rent Tenant's Subleasing Costs shall be deemed to be expended by Tenant in equal to $46.25 per rentable square monthly amounts over the entire term of the Subject Space. Throughout the Lease Term, Tenant shall have the right to modify Base Rent for potential Transfer to full service by adding $4.00 per rentable square of the Subject Space without paying a Transfer Premium to Landlord to cover such gross-up expensesTransfer.

Transfer Premium. Except as otherwise provided in Section 14.7 below, if 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 TransfereeTenant. “Transfer Premium” shall mean (a) all rent, additional rent and or other consideration received from payable by such Transferee in excess of the Rent, Additional Rent and other consideration payable by Tenant under this Lease on a per rentable square foot basis if less than basis; (b) all of the Premises is transferred, after deducting the actual, reasonable and documented expenses incurred by Tenant for (i) any changes, alterations and improvements made to the Premises, and/or any tenant improvement allowance provided by Tenant to the Transferee, in connection with the Transfer, (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, (iv) costs of advertising the space for sublease or assignment, (v) unamortized cost of initial and subsequent improvements to the Premises by Tenant, and (vi) any other costs actually paid in assigning or subletting the Subject Space. The Transfer Premium shall not apply to any assignment or sublease to an Affiliate pursuant to the provisions of Section 14.7 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, Transferee; and (c) any payment in excess of fair market value for services rendered by Tenant to the Transferee Transferee. The “Transfer Premium” shall (i) be reduced by all out-of-pocket expenses incurred by Tenant in connection with the Transfer, such Transferas customary brokerage commissions, tenant improvements and reasonable attorneys’ fees; and (ii) shall not include any compensation for the fair market value of Tenant’s Property nor reasonable compensation for the sale of Tenant’s business that is not attributable to the value of Tenant’s leasehold interest hereunder. For purposes of calculating Tenant shall pay the Transfer Premium during to Landlord within fifteen (15) days following receipt by Xxxxxx. Tenant shall furnish upon Xxxxxxxx’s request a complete statement, certified by an independent certified public accountant, or Xxxxxx's chief financial officer, setting forth in detail the Abatement Periodcomputation of any Transfer Premium. Within six (6) months following the date of the Transfer, Landlord shall have the Base Rent right at all reasonable times to audit the books, records and papers of Tenant relating to any Transfer as necessary to confirm the calculation of the Transfer Premium. If the Transfer Premium shall be equal to $46.25 per rentable square of the Subject Space. Throughout the Lease Termfound understated, Tenant shall, within thirty (30) days after demand, pay the deficiency, together with interest thereon at the Interest Rate and Landlord’s costs of such audit. If the Transfer Premium has been understated by more than ten percent (10%), Landlord shall have the right to modify Base Rent for potential Transfer cancel this Lease upon thirty (30) days’ notice to full service Tenant and Tenant shall indemnify Landlord from and against any and all liability associated with such termination, including but not limited to any claims by adding $4.00 per rentable square of the Subject Space without paying a Transfer Premium to Landlord to cover such gross-up expensesTransferee.

Transfer Premium. Except as otherwise provided in Section 14.7 below, if 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 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 amount of the excess Transaction Costs shall be carried over to the next year and then deducted from such Transfereenet revenues with the procedure repeated until a Transfer Premium is achieved. “"Transfer Premium” " shall mean all rent, additional rent and or other consideration received from payable by such Transferee in connection with the Transfer in excess of the Rent, Rent and Additional Rent 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 (i) any changes, alterations and improvements made to the Premises, and/or any tenant improvement allowance provided by Tenant to the Transferee, Premises in connection with the Transfer, (ii) any free rent reasonably provided to the Transferee, (iii) any brokerage commissions and advertising expenses in connection with the Transfer, (iiiiv) 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 legal attorneys’ fees incurred by Tenant in negotiating connection with the Transfer and obtaining Landlord’s consent thereto, (iv) costs of advertising the space for sublease or assignment, (v) unamortized cost of initial and subsequent improvements to the Premises by Tenant, Transfer; and (viviii) any other costs actually paid 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 assigning or subletting connection with the Tenant Improvements located in the Subject SpaceSpace (which amounts are reflected in the "Final Costs" as defined in the Tenant Work Letter). The Transfer Premium shall not apply to any assignment or sublease to an Affiliate pursuant to the provisions of Section 14.7 below. “"Transfer Premium” " shall also include, but not be limited to, key money and 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 760812.06/WLA375983-00004/11-2-16/ejs/ejs 36 COLORADO CENTER[2400 Broadway][Kite Pharam, Inc.] rendered by Tenant to the Transferee or for assets, fixtures, inventory, equipment, or furniture transferred by Tenant to Transferee in connection with such Transfer. For purposes of calculating Transfer Premium during the Abatement Period, the Base Rent shall be equal to $46.25 per rentable square of the Subject Space. Throughout the Lease Term, Tenant shall have the right to modify Base Rent for potential Transfer to full service by adding $4.00 per rentable square of the Subject Space without paying a Transfer Premium to Landlord to cover such gross-up expenses.

Transfer Premium. Except as otherwise provided in Section 14.7 below, if 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. “"Transfer Premium” " shall mean all rent, additional rent and or other consideration received from payable by such Transferee in connection with the Transfer in excess of the Rent, Rent and Additional Rent 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 (i) any changes, alterations and improvements made to the Premises, and/or any tenant improvement allowance provided by Tenant to the Transferee, Premises in connection with the Transfer, (ii) any brokerage commissions and advertising expenses free base rent reasonably provided to the Transferee in connection with the TransferTransfer (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) reasonable legal fees incurred by Tenant any brokerage commissions in negotiating connection with the Transfer and obtaining Landlord’s consent thereto, (iv) costs of advertising legal fees reasonably incurred in connection with the space for sublease or assignmentTransfer (collectively, (v) unamortized cost of initial and subsequent improvements to the Premises by "Tenant, and (vi) any other costs actually paid in assigning or subletting the Subject Space's Subleasing Costs"). The Transfer Premium shall not apply to any assignment or sublease to an Affiliate pursuant to the provisions of Section 14.7 below. “"Transfer Premium” " shall also include, but not be limited to, key money and 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 the Transferee or for assets, fixtures, inventory, equipment, or furniture transferred by Tenant to Transferee in connection with such Transfer. Landlord shall make a determination of the amount of Landlord's applicable share of the Transfer Premium on a monthly basis as rent or other consideration is paid by Transferee to Tenant under the Transfer. For purposes of calculating the Transfer Premium during the Abatement Periodon a monthly basis, the Base Rent Tenant's Subleasing Costs shall be deemed to be expended by Tenant in equal to $46.25 per rentable square monthly amounts over the entire term of the Subject Space. Throughout the Lease Term, Tenant shall have the right to modify Base Rent for potential Transfer to full service by adding $4.00 per rentable square of the Subject Space without paying a Transfer Premium to Landlord to cover such gross-up expensesTransfer.

Transfer Premium. Except as otherwise provided in Section 14.7 below, if 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 SECTION 14.3, received by Tenant from such Transferee. “Transfer Premium” "TRANSFER PREMIUM" shall mean all rent, additional rent and or other consideration received from payable by such Transferee in connection with the Transfer in excess of the Rent, Rent and Additional Rent 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 all expenses incurred by Tenant for (i) any changes, alterations and improvements made to the Premises, and/or any tenant improvement allowance provided by Tenant to the Transferee, Premises in connection with the Transfer, (ii) any free base rent provided to the Transferee, (iii) 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, (iv) any marketing costs of advertising the space for sublease or assignment, (v) unamortized cost of initial and subsequent improvements to the Premises by Tenantlegal fees, and (viv) any other costs actually paid or concessions incurred or granted in assigning or subletting connection with the Subject SpaceTransfer. The Transfer Premium shall not apply to any assignment or sublease to an Affiliate pursuant to the provisions of Section 14.7 below. “"Transfer Premium” " shall also include, but not be limited to, key money and 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 goods or services transferred or rendered by Tenant to Transferee to the Transferee extent the same is a subterfuge by Tenant to avoid its obligations under this Lease. In the calculations of the Rent (as it relates to the Transfer 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 with such Transfertherewith, including, but not limited to, any rent credit and tenant improvement allowance. For purposes of calculating Transfer Premium during the Abatement Period, the Base Rent any such effective rent all such concessions shall be equal to $46.25 per rentable square of amortized on a straight-line basis over the Subject Space. Throughout the Lease Term, Tenant shall have the right to modify Base Rent for potential Transfer to full service by adding $4.00 per rentable square of the Subject Space without paying a Transfer Premium to Landlord to cover such gross-up expensesrelevant term.

Transfer Premium. Except as otherwise provided in Section 14.7 below, if 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. “"Transfer Premium” " shall mean all rent, additional rent and or other consideration received from payable by such Transferee in connection with the Transfer in excess of the Rent, Rent and Additional Rent 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 (i) any changes, alterations and improvements made to the Premises, and/or Premises in connection with the Transfer or which Tenant can substantiate to Landlord have not been paid for with any tenant Tenant improvement allowance funds provided to Tenant by Tenant 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, (iiiv) any brokerage commissions marketing costs and advertising expenses legal fees in connection with the Transfer, and (iiiv) any other commercially reasonable legal fees costs or concessions incurred or granted by Tenant in negotiating connection with the Transfer and obtaining Landlord’s consent thereto, (iv) costs of advertising the space for sublease or assignment, (v) unamortized cost of initial and subsequent improvements to the Premises by Tenant, and (vi) any other costs actually paid in assigning or subletting the Subject SpaceTransfer. The Transfer Premium shall not apply to any assignment or sublease to an Affiliate pursuant to the provisions of Section 14.7 below. “"Transfer Premium” " shall also include, but not be limited to, key money and 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 the 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 (as it relates to the Transfer 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. For purposes of calculating Transfer Premium during the Abatement Period, the Base Rent any such effective rent all such concessions shall be equal to $46.25 per rentable square of amortized on a straight-line basis over the Subject Space. Throughout the Lease Term, Tenant shall have the right to modify Base Rent for potential Transfer to full service by adding $4.00 per rentable square of the Subject Space without paying a Transfer Premium to Landlord to cover such gross-up expensesrelevant term.

Transfer Premium. Except as otherwise provided in Section 14.7 below, if 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 TransfereeTenant. “Transfer Premium” shall mean (a) all rent, additional rent and or other consideration received from payable by such Transferee in excess of the Rent, Additional Rent and other consideration payable by Tenant under this Lease on a per rentable square foot basis if less than basis; (b) all of the Premises is transferred, after deducting the actual, reasonable and documented expenses incurred by Tenant for (i) any changes, alterations and improvements made to the Premises, and/or any tenant improvement allowance provided by Tenant to the Transferee, in connection with the Transfer, (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, (iv) costs of advertising the space for sublease or assignment, (v) unamortized cost of initial and subsequent improvements to the Premises by Tenant, and (vi) any other costs actually paid in assigning or subletting the Subject Space. The Transfer Premium shall not apply to any assignment or sublease to an Affiliate pursuant to the provisions of Section 14.7 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, Transferee; and (c) any payment in excess of fair market value for services rendered by Tenant to the Transferee Transferee. The “Transfer Premium” shall (i) be reduced by all out-of-pocket expenses incurred by Tenant in connection with the Transfer, such Transferas customary brokerage commissions and reasonable attorneys’ fees; and (ii) shall not include any compensation for the fair market value of Tenant’s Property nor reasonable compensation for the sale of Tenant’s business that is not attributable to the value of Tenant’s leasehold interest hereunder. For purposes of calculating Tenant shall pay the Transfer Premium during to Landlord within five (5) days following receipt by Tenant. Tenant shall furnish upon Landlord’s request a complete statement, certified by an independent certified public accountant, or Tenant’s chief financial officer, setting forth in detail the Abatement Periodcomputation of any Transfer Premium. Within one (1) year following the date of the Transfer, Landlord shall have the Base Rent right at all reasonable times to audit the books, records and papers of Tenant relating to any Transfer as necessary to confirm the calculation of the Transfer Premium. If the Transfer Premium shall be equal to $46.25 per rentable square of the Subject Space. Throughout the Lease Termfound understated, Tenant shall, within thirty (30) days after demand, pay the deficiency, together with interest thereon at the Interest Rate and Landlord’s costs of such audit. If the Transfer Premium has been understated by more than ten percent (10%), Landlord shall have the right to modify Base Rent for potential Transfer cancel this Lease upon thirty (30) days’ notice to full service Tenant and Tenant shall indemnify Landlord from and against any and all Claims associated with such termination, including but not limited to any Claims by adding $4.00 per rentable square of the Subject Space without paying a Transfer Premium to Landlord to cover such gross-up expensesTransferee.

Transfer Premium. Except as otherwise provided in Section 14.7 below, if If Landlord consents to a Transfer, Transfer as a condition thereto which the parties hereby agree is reasonable, Tenant shall pay to Landlord fifty percent one-half (50%1/2) of any “Transfer Premium,” as that term is defined in this Section 14.3, Premium received by Tenant from such Transferee. “Transfer Premium” shall mean all rent, additional rent and or other consideration received from payable by such Transferee in connection with the Transfer in excess of the Rent, Base Rent and Additional Rent 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 (i) any changes, alterations and improvements made to the Premises, and/or any tenant improvement allowance provided by Tenant to the Transferee, reasonable brokerage commissions in connection with the Transfer, (ii) any brokerage commissions and advertising expenses in connection with the Transfer, (iii) reasonable legal fees Transfer incurred by Tenant in negotiating the (“Tenant’s Transfer and obtaining Landlord’s consent thereto, (iv) costs of advertising the space for sublease or assignment, (v) unamortized cost of initial and subsequent improvements to the Premises by Tenant, and (vi) any other costs actually paid in assigning or subletting the Subject Space. The Transfer Premium shall not apply to any assignment or sublease to an Affiliate pursuant to the provisions of Section 14.7 belowCosts”). “Transfer Premium” shall also include, but not be limited to, key money and 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 the 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 during the Abatement Periodon a monthly basis, the Base Rent (i) Tenant’s Transfer Costs shall be deemed to be expended by Tenant in equal to $46.25 per rentable square monthly amounts over the entire term of the Subject Space. Throughout Transfer and (ii) the Lease Term, Tenant shall have the right to modify Base Rent paid for potential Transfer to full service by adding $4.00 per rentable square of the Subject Space without paying by Tenant 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. For purposes of calculating any such effective rent all such concessions shall be amortized on a Transfer Premium to Landlord to cover such grossstraight-up expensesline basis over the relevant term.

Transfer Premium. Except as otherwise provided in Section 14.7 below, if 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. “Transfer Premium” "TRANSFER PREMIUM" shall mean all rent, additional rent and or other consideration received from payable by such Transferee in connection with the Transfer in excess of the Rent, Rent and Additional Rent 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 (i) any changes, alterations and improvements made to the Premises, and/or any tenant improvement allowance provided by Tenant to the Transferee, Premises in connection with the Transfer, (ii) any other monetary concessions provided to the Transferee, and (iii) any brokerage commissions and advertising expenses in connection with the TransferTransfer (collectively, (iii) reasonable legal fees incurred by Tenant in negotiating the Transfer and obtaining Landlord’s consent thereto, (iv) costs of advertising the space for sublease or assignment, (v) unamortized cost of initial and subsequent improvements to the Premises by Tenant, and (vi) any other costs actually paid in assigning or subletting the Subject Space"TENANT'S SUBLEASING COSTS"). The Transfer Premium shall not apply to any assignment or sublease to an Affiliate pursuant to the provisions of Section 14.7 below. “"Transfer Premium” " shall also include, but not be limited to, key money and 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 the 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 during the Abatement Periodon a monthly basis, the Base Rent (i) Tenant's Subleasing Costs shall be deemed to be expended by Tenant in equal to $46.25 per rentable square monthly amounts over the entire term of the Subject Space. Throughout Transfer and (ii) the Lease Term, Tenant shall have the right to modify Base Rent paid for potential Transfer to full service by adding $4.00 per rentable square of the Subject Space without paying by Tenant 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. For purposes of calculating any such effective rent all such concessions shall be amortized on a Transfer Premium to Landlord to cover such grossstraight-up expensesline basis over the relevant term.

Transfer Premium. Except as otherwise provided in Section 14.7 below, if 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. “Transfer Premium” shall mean all rent, additional rent and or other consideration received from actually paid by such Transferee in connection with the Transfer in excess of the Rent, Rent and Additional Rent 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 (i) any changes, alterations and improvements made to the Premises, and/or any tenant improvement allowance provided by Tenant to the Transferee, in connection with the Transfer, (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, (iv) costs of advertising the space for sublease or assignment, (v) unamortized cost of initial and subsequent improvements to the Premises by Tenant, and (vi) any other costs actually paid in assigning or subletting the Subject Space. The Transfer Premium shall not apply to any assignment or sublease to an Affiliate pursuant to the provisions of Section 14.7 below. “Transfer Premium” shall also include, but not be limited to, key money and money, bonus money or other cash consideration in connection with such transfer paid by Transferee to Tenant in connection with such TransferTenant, 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. Tenant shall make a determination of the amount of Landlord’s applicable share of the Transfer Premium on a monthly basis as rent or other consideration is paid by Transferee to Tenant under the 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 and Quoted Rent under Section 14.2, above, the Rent paid for the Subject Space by Tenant, 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. For purposes of calculating Transfer Premium during the Abatement Period, the Base Rent any such effective rent all such concessions shall be equal to $46.25 per rentable square of amortized on a straight-line basis over the Subject Space. Throughout the Lease Term, Tenant shall have the right to modify Base Rent for potential Transfer to full service by adding $4.00 per rentable square of the Subject Space without paying a Transfer Premium to Landlord to cover such gross-up expensesrelevant term.

Transfer Premium. Except as otherwise provided in Section 14.7 below, if 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. “Transfer Premium” "TRANSFER PREMIUM" shall mean all rent, additional rent and or other consideration received from payable by such Transferee in connection with the Transfer in excess of the Rent, Rent and Additional Rent 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 all expenses incurred by Tenant for (i) in making any changes, alterations and improvements made to the Premises, and/or any tenant improvement allowance provided by Tenant to the Transferee, Premises in connection with the Transfer, (ii) any free base rent provided to the Transferee, and (iii) 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, (iv) costs of advertising the space for sublease or assignment, (v) unamortized cost of initial and subsequent improvements to the Premises by Tenant, and (vi) any other costs actually paid in assigning or subletting the Subject Space. The Transfer Premium shall not apply to any assignment or sublease to an Affiliate pursuant to the provisions of Section 14.7 below. “"Transfer Premium” " shall also include, but not be limited to, key money and 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 the 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 (as it relates to the Transfer 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. For purposes of calculating Transfer Premium during the Abatement Period, the Base Rent any such effective rent all such concessions shall be equal to $46.25 per rentable square of amortized on a straight-line basis over the Subject Space. Throughout the Lease Term, Tenant shall have the right to modify Base Rent for potential Transfer to full service by adding $4.00 per rentable square of the Subject Space without paying a Transfer Premium to Landlord to cover such gross-up expensesrelevant term.

Transfer Premium. Except as otherwise provided in Section 14.7 below, if 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. “Transfer Premium” shall mean all rent, additional rent and or other consideration received from payable by such Transferee in connection with the Transfer in excess of the Rent, Rent and Additional Rent 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 (i) any changes, alterations and improvements made to the Premises, and/or any tenant improvement allowance provided by Tenant to the Transferee, in connection with the Transfer, (ii) any brokerage commissions and advertising expenses free base rent reasonably provided to the Transferee in connection with the Transfer, and (iii) reasonable legal fees incurred by Tenant any brokerage commissions in negotiating connection with the Transfer and obtaining Landlord(collectively, “Tenant’s consent thereto, (iv) costs of advertising the space for sublease or assignment, (v) unamortized cost of initial and subsequent improvements to the Premises by Tenant, and (vi) any other costs actually paid in assigning or subletting the Subject Space. The Transfer Premium shall not apply to any assignment or sublease to an Affiliate pursuant to the provisions of Section 14.7 belowSubleasing Costs”). “Transfer Premium” shall also include, but not be limited to, key money and 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 the Transferee or for assets, fixtures, inventory, equipment, or furniture transferred by Tenant to Transferee in connection with such Transfer. Tenant shall make a determination of the amount of Landlord’s applicable share of the Transfer Premium on a monthly basis as rent or other consideration is paid by Transferee to Tenant under the Transfer. For purposes of calculating the Transfer Premium during the Abatement Periodon a monthly basis, the Base Rent (A) Tenant’s Subleasing Costs shall be deemed to be expended by Tenant in equal to $46.25 per rentable square monthly amounts over the entire term of the Subject Space. Throughout Transfer and (B) the Lease Term, Tenant shall have the right to modify Base Rent paid for potential Transfer to full service by adding $4.00 per rentable square of the Subject Space without paying by Tenant 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. For purposes of calculating any such effective rent all such concessions shall be amortized on a Transfer Premium to Landlord to cover such grossstraight-up expensesline basis over the relevant term.

Transfer Premium. Except as otherwise provided in Section 14.7 below, if 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. “"Transfer Premium” " shall mean all rent, additional rent and or other consideration received from payable by such Transferee in connection with the Transfer in excess of the Rent, Rent and Additional Rent 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 (i) any changes, alterations and improvements made to the Premises, and/or any tenant improvement allowance provided by Tenant to the Transferee, Premises in connection with the Transfer, (ii) any brokerage commissions and advertising expenses free base rent reasonably provided to the Transferee in connection with the TransferTransfer (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), (iii) reasonable legal fees incurred by Tenant any brokerage commissions in negotiating connection with the Transfer and obtaining Landlord’s consent thereto, (iv) costs of advertising legal fees reasonably incurred in connection with the space for sublease or assignmentTransfer (collectively, (v) unamortized cost of initial and subsequent improvements to the Premises by "Tenant, and (vi) any other costs actually paid in assigning or subletting the Subject Space's Subleasing Costs"). The Transfer Premium shall not apply to any assignment or sublease to an Affiliate pursuant to the provisions of Section 14.7 below. “"Transfer Premium” " shall also include, but not be limited to, key money and 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 the 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 during the Abatement Periodon a monthly basis, the Base Rent Tenant's Subleasing Costs shall be deemed to be expended by Tenant in equal to $46.25 per rentable square monthly amounts over the entire term of the Subject Space. Throughout the Lease Term, Tenant shall have the right to modify Base Rent for potential Transfer to full service by adding $4.00 per rentable square of the Subject Space without paying a Transfer Premium to Landlord to cover such gross-up expensesTransfer.

Transfer Premium. Except as otherwise provided in Section 14.7 below, if 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 the amount of any “Transfer Premium,” as that term is defined in this Section 14.3, received by Tenant from such Transferee. “Transfer Premium” shall mean all rent, additional rent and or other consideration received from payable by such Transferee in excess of the Rent, Rent (using a Base Rent figure of $24.00 per rentable square foot) and Additional Rent and other consideration payable by Tenant under this Lease 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 (i) any changes, alterations and improvements made to the Premises, and/or any tenant improvement allowance provided by Tenant to the Transferee, Premises in connection with the Transfer, and (ii) any brokerage commissions and advertising expenses in connection with the TransferTransfer (iii) any costs to buy-out or takeover the previous lease of a Transferee, (iiiiv) reasonable legal fees incurred by Tenant in negotiating connection with the Transfer including those fees and obtaining Landlord’s consent theretocosts reimbursed to Landlord pursuant to the last sentence of Section 14.1, (iv) costs of advertising the space for sublease or assignment, and (v) unamortized cost the amount of initial any Base Rent and subsequent improvements Additional Rent paid by Tenant to Landlord with respect to the Premises by TenantSubject 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 date six months after the commencement of the period, and (vi) any other costs actually paid “out-of-pocket” monetary concessions reasonably provided in assigning connection with the Transfer including, but not limited to, tenant improvement or subletting decorating allowances (collectively, the Subject Space. The Transfer Premium shall not apply to any assignment or sublease to an Affiliate pursuant to the provisions of Section 14.7 below“Subleasing Costs”). “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, 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. For purposes Tenant covenants that any allocation of calculating Transfer Premium during payments or other consideration payable or deliverable to Tenant in connection with any subletting of the Abatement Period, the Base Rent Premises or assignment of this Lease shall be equal made in good faith and not with a purpose to $46.25 per rentable square avoid Tenant’s obligation to pay fifty percent (50%) of the Subject Space. Throughout the Lease Term, Tenant shall have the right to modify Base Rent for potential Transfer to full service by adding $4.00 per rentable square of the Subject Space without paying a Transfer Premium to Landlord to cover such gross-up expensesLandlord.

Transfer Premium. Except as otherwise provided in Section 14.7 below, if 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. “"Transfer Premium” " shall mean all rent, additional rent and or other consideration received from payable by such Transferee in connection with the Transfer in excess of the Rent, Rent and Additional Rent 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 (i) any changes, alterations and improvements made to the Premises, and/or any tenant improvement allowance provided by Tenant to the Transferee, Premises in connection with the Transfer, (ii) any brokerage commissions and advertising expenses free base rent reasonably provided to the Transferee in connection with the TransferTransfer (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) reasonable legal fees incurred by Tenant any brokerage commissions in negotiating connection with the Transfer and obtaining Landlord’s consent thereto, (iv) costs of advertising legal fees reasonably incurred in connection with the space for sublease or assignmentTransfer (collectively, (v) unamortized cost of initial and subsequent improvements to the Premises by "Tenant, and (vi) any other costs actually paid in assigning or subletting the Subject Space's Subleasing Costs"). The Transfer Premium shall not apply to any assignment or sublease to an Affiliate pursuant to the provisions of Section 14.7 below. “"Transfer Premium” " shall also include, but not be limited to, key money and 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 the 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 during the Abatement Periodon a monthly basis, the Base Rent Tenant's Subleasing Costs shall be deemed to be expended by Tenant in equal to $46.25 per rentable square monthly amounts over the entire term of the Subject SpaceTransfer. Throughout the CROSSROADS 811068.04/WLA Office Lease Term375985-00061/1-24-20/cb/ejs (21) [Healthequity, Tenant shall have the right to modify Base Rent for potential Transfer to full service by adding $4.00 per rentable square of the Subject Space without paying a Transfer Premium to Landlord to cover such gross-up expenses.Inc.]

Transfer Premium. Except as otherwise provided in Section 14.7 below, if 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. “"Transfer Premium” " shall mean all rent, additional rent and or other consideration received from payable by such Transferee in connection with the Transfer in excess of the Rent, Rent and Additional Rent 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 (i) any changes, alterations and improvements made to the Premises, and/or any tenant improvement allowance provided by Tenant to the Transferee, Premises in connection with the Transfer, (ii) any brokerage commissions and advertising expenses free base rent reasonably provided to the Transferee, (iii) attorneys' fees reasonably incurred by Tenant in connection with the Transfer, (iii) reasonable legal fees incurred by Tenant in negotiating the Transfer and obtaining Landlord’s consent thereto, (iv) costs of advertising any brokerage commissions in connection with the space for sublease or assignment, (v) unamortized cost of initial and subsequent improvements to the Premises by Tenant, and (vi) any other costs actually paid in assigning or subletting the Subject SpaceTransfer. The Transfer Premium shall not apply to any assignment or sublease to an Affiliate pursuant to the provisions of Section 14.7 below. “"Transfer Premium” " shall also include, but not be limited to, key money and 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 the Transferee or for assets, fixtures, inventory, equipment, or furniture transferred by Tenant to Transferee 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 Rent (as it relates to the Transfer 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. For purposes of calculating Transfer Premium during the Abatement Period, the Base Rent any such effective rent all such concessions shall be equal to $46.25 per rentable square of amortized on a straight-line basis over the Subject Space. Throughout the Lease Term, Tenant shall have the right to modify Base Rent for potential Transfer to full service by adding $4.00 per rentable square of the Subject Space without paying a Transfer Premium to Landlord to cover such gross-up expensesrelevant term.

Transfer Premium. Except as otherwise provided in Section 14.7 below, if 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. “Transfer Premium” shall mean all rent, additional rent and or other consideration received from attributable to the Premises paid by such Transferee in connection with the Transfer in excess of the Rent, Rent and Additional Rent 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 (i) any changes, alterations and improvements made to the Premises, and/or any tenant improvement allowance provided by Tenant to the Transferee, Premises in connection with the Transfer, (ii) any brokerage commissions and advertising expenses in connection with the TransferTransfer (not to exceed commissions typically paid in the market at the time of such subletting or assignment), and (iii) reasonable legal fees reasonably incurred by Tenant in negotiating connection with the Transfer and obtaining Landlord(collectively, “Tenant’s consent thereto, (iv) costs of advertising the space for sublease or assignment, (v) unamortized cost of initial and subsequent improvements to the Premises by Tenant, and (vi) any other costs actually paid in assigning or subletting the Subject Space. The Transfer Premium shall not apply to any assignment or sublease to an Affiliate pursuant to the provisions of Section 14.7 belowSubleasing Costs”). “Transfer Premium” shall also include, but not be limited to, key money and 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 the Transferee or for assets, fixtures, inventory, equipment, or furniture transferred by Tenant to Transferee in connection with such Transfer. Landlord shall make a determination of the amount of Landlord’s applicable share of the Transfer Premium on a monthly basis as rent or other consideration is paid by Transferee to Tenant under the Transfer. For purposes of calculating the Transfer Premium during the Abatement Periodon a monthly basis, the Base Rent cost of any changes, alterations and improvements to the Premises in connection with the Transfer shall be deemed to be expended by Tenant in equal to $46.25 per rentable square monthly amounts over the entire term of the Subject Space. Throughout the Lease Term, Tenant shall have the right to modify Base Rent for potential Transfer to full service by adding $4.00 per rentable square of the Subject Space without paying a Transfer Premium to Landlord to cover such gross-up expensesTransfer.

Transfer Premium. Except as otherwise provided in Section 14.7 below, if 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. “"Transfer Premium” " shall mean all rent, additional rent and or other consideration received from payable by such Transferee in connection with the Transfer in excess of the Rent, Rent and Additional Rent 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 (i) any changes, alterations and improvements made to the Premises, and/or any tenant improvement allowance provided by Tenant to the Transferee, Premises in connection with the Transfer, (ii) any free base rent or other economic concessions reasonably provided to the Transferee, (iii) any brokerage commissions and advertising expenses in connection with the Transfer, (iiiiv) reasonable legal any attorneys' fees incurred by Tenant in negotiating connection with the Transfer and obtaining Landlord’s consent theretoTransfer, (ivv) any lease takeover costs incurred by Tenant in connection with the Transfer, (vi) any costs of advertising the space for sublease or assignment, (v) unamortized cost which is the subject of initial and subsequent improvements to the Premises by TenantTransfer, and (vivii) any other costs actually review and processing fees paid to Landlord in assigning or subletting connection with such Transfer (collectively, the Subject Space"Transfer Costs"). The Transfer Premium shall not apply to any assignment or sublease to an Affiliate pursuant to the provisions of Section 14.7 below. “"Transfer Premium” " shall also include, but not be limited to, key money and 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 the Transferee or 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 calculations of the Rent (as it relates to 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. For purposes of calculating Transfer Premium during the Abatement Period, the Base Rent any such effective rent all such concessions shall be equal to $46.25 per rentable square of amortized on a straight-line basis over the Subject Space. Throughout the Lease Term, Tenant shall have the right to modify Base Rent for potential Transfer to full service by adding $4.00 per rentable square of the Subject Space without paying a Transfer Premium to Landlord to cover such gross-up expensesrelevant term.

Transfer Premium. Except as otherwise provided in Section 14.7 below, if If Landlord consents to approves a Transfer, as a condition thereto which the parties hereby agree is reasonable, Tenant shall pay to Landlord Landlord, as Rent, fifty percent (50%) of any “Transfer Premium,” as that term is defined in this Section 14.3, Premium received by Tenant from such TransfereeTenant. The term “Transfer Premium” shall mean means all rent, additional rent Rent and other consideration received from such Transferee paid by a transferee in excess of the Rent, Additional Rent and other consideration payable by Tenant under this Lease (on a per rentable square foot basis basis, if less than all of the entire Premises is transferred), after deducting Transfer Costs. As used herein, “Transfer Costs” means the actual, reasonable actual costs incurred and documented expenses incurred paid by Tenant for (i) any changes, alterations third-party leasing commissions that are reasonable and improvements made to customary for the Premises, and/or any tenant improvement allowance provided by Tenant to market in which the Transferee, in connection with the TransferPremises are located, (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, (iv) costs of advertising the space for sublease or assignment, (v) unamortized cost of initial and subsequent improvements to the Premises by Tenant, and (vi) any other costs tenant improvement allowance actually paid in assigning or subletting the Subject Space. The Transfer Premium shall not apply to any assignment or sublease to an Affiliate pursuant to the provisions of Section 14.7 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, and any payment in excess of fair market value for services rendered by Tenant to the Transferee transferee for improvements made in the Premises, and (iii) out-of-pocket legal fees, concessions, allowances, or reletting fees and expenses reasonably incurred by Tenant in connection with such Transfer. For purposes of calculating the foregoing calculation, the leasing commissions and any tenant improvement allowance shall be amortized on a straight-line basis over the term of the applicable Transfer. If part of the consideration for such Transfer shall be payable other than in cash, Lxxxxxxx’s share of such non-cash consideration shall be in such form as is reasonably satisfactory to Landlord. If Tenant shall enter into multiple Transfers, the Transfer Premium during the Abatement Period, the Base Rent shall be equal calculated independently with respect to $46.25 per rentable square of each Transfer. The Transfer Premium due Landlord hereunder shall be earned and paid monthly, within five (5) days after Tenant receives any Transfer Premium from the Subject Spacetransferee. Throughout the Lease Term, Tenant Landlord shall have the right to modify Base Rent for potential request, and Tenant shall promptly provide, sufficient documentation to confirm the accurate Transfer Premium due in connection with any Transfer. If Landlord is unable to full service by adding $4.00 per rentable square verify the accuracy of the Subject Space without paying a Transfer Premium, Landlord shall have the right at all reasonable times to audit the books, records, and papers of Tenant relating to such Transfer and to make copies thereof. If any Transfer Premium is found to be understated, Tenant shall within thirty (30) days after demand pay the deficiency, and if understated by more than two percent (2%), Tenant shall pay Landlord’s costs of such audit. The Transfer agreement between Tenant and the transferee, after approval by Landlord, shall not be amended or terminated without Landlord’s prior written consent. In the event that, notwithstanding the giving of such notice, Txxxxx collects any rent or other sums from the transferee, then Tenant shall hold such sums in trust for the benefit of Landlord and shall immediately forward the same to cover Landlord. Lxxxxxxx’s collection of such gross-up expensesrent and other sums shall not constitute an acceptance by Landlord of attornment by such assignee or subtenant. The provisions of this Section 12.5 shall not apply to Permitted Transfers.

Transfer Premium. Except as otherwise provided in Section 14.7 below, if 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. “"Transfer Premium” " shall mean all rent, additional rent and or other consideration received from payable by such Transferee in excess of the Rent, Rent and Additional Rent and other consideration payable by Tenant under this Lease 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 less (i) the cost of any changes, alterations and improvements made to the Premises, and/or any tenant improvement allowance provided by Tenant to the Transferee, Premises in connection with the Transfer, (ii) the cost of any brokerage commissions and advertising expenses commissions, or tenant improvement allowances or other tenant inducements in connection with the Transfer, and (iii) reasonable legal attorneys' fees incurred by Tenant in negotiating connection with the Transfer and obtaining Landlord’s consent thereto, (iv) costs of advertising the space for sublease or assignment, (v) unamortized cost of initial and subsequent improvements to the Premises by Tenant, and (vi) any other costs actually paid in assigning or subletting the Subject SpaceTransfer. The Transfer Premium shall not apply to any assignment or sublease to an Affiliate pursuant to the provisions of Section 14.7 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, 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. 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 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 improvement allowance. 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 during the Abatement Periodon a monthly basis, the Base Rent paid for the portion of the Premises to be assigned or subleased by Tenant shall be equal computed after adjusting such rent to $46.25 per rentable square 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. For purposes of calculating any such effective rent all such concessions shall be amortized on a straight-line basis over the Subject Space. Throughout the Lease Term, Tenant shall have the right to modify Base Rent for potential Transfer to full service by adding $4.00 per rentable square of the Subject Space without paying a Transfer Premium to Landlord to cover such gross-up expensesrelevant term.

Transfer Premium. Except as otherwise provided in Section 14.7 below, if Landlord consents As a reasonable condition to a Landlord's consent to any 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 TransfereeSubsection 17.4.1. “"Transfer Premium” shall mean all " means an Basic Rent, additional rent, additional rent and other consideration received from such Transferee in excess of the Rent, Additional Rent and other consideration payable by Transferee to Tenant under this Lease 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 (i) any changes, alterations and improvements made to the Premises, and/or any tenant improvement allowance provided by Tenant to the Transferee, in connection with the Transfer, (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, (iv) costs of advertising the space for sublease or assignment, (v) unamortized cost of initial and subsequent improvements to the Premises by Tenant, and (vi) any other costs actually paid in assigning or subletting the Subject Space. The Transfer Premium shall not apply to any assignment or sublease to an Affiliate pursuant to the provisions of Section 14.7 below. “Transfer Premium” shall also include, but not be limited to, including key money and bonus money 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 the Transferee or assets, fixtures, inventory, equipment, or furniture transferred by Tenant to Transferee in connection with such Transferthe Transfer ("Transferee Rent")), after deducting the Rent payable by Tenant under this Lease (excluding the Transfer Premium) for the Subject Space ("Tenant Rent"). If part of the Transfer Premium is payable by Transferee other than in cash, Landlord's share of that non-cash consideration shall be in a form reasonably satisfactory to Landlord. Tenant shall pay the Transfer Premium on a monthly basis, together with its payment of Additional Rent under Article 5. In calculating the Transfer Premium, Tenant Rent, Transferee Rent, and Quoted Rent, the parties shall first adjust the rent to the actual effective rent to be paid, taking into consideration any and all leasehold concessions, including any rent credit and tenant improvement allowance. For purposes of calculating Transfer Premium during the Abatement Periodeffective rent, the Base Rent all those concessions shall be equal to $46.25 per rentable square of amortized on a straight-line basis over the Subject Spacerelevant term. Throughout the Lease TermOn Landlord's request, Tenant shall have furnish a complete statement, certified by an independent certified public accountant or Tenant's chief financial officer, describing in detail the right to modify Base Rent for potential Transfer to full service by adding $4.00 per rentable square computation of the Subject Space without paying a any Transfer Premium to that Tenant has derived or will derive from the Transfer. If Landlord's independent certified public accountant finds that the Transfer Premium for any Transfer has been understated, Tenant shall, within thirty (30) days after demand, pay the deficiency and Landlord's costs of that audit. If Tenant has understated the Transferee Premium by more than ten percent (10%), Landlord to cover such gross-up expensesmay, at it option, declare Tenant in material and incurable default under Section 22.1 notwithstanding any cure period specified in Section 22.1.

Transfer Premium. Except as otherwise provided in Section 14.7 below, if If Landlord consents to a Transfer, as a condition thereto which the parties hereby agree is reasonable, Tenant shall pay to Landlord Landlord, as Additional Rent, fifty percent (50%) of any “Transfer Premium,” as that term is defined in this Section 14.3, received by Tenant from such Transferee. Xxxxxxxx’s share of the Transfer Premium shall be paid to Landlord within five (5) business days after receipt thereof by Xxxxxx. The payments of Transfer Premium to Landlord shall be made on a monthly basis with respect to each Transfer separately, subject to an annual reconciliation on each anniversary date of the Transfer. If the payments to Landlord under this Section during the twelve (12) months preceding each annual reconciliation exceed the amount of the Transfer Premium determined on an annual basis, then Landlord shall refund to Tenant the amount of such overpayment or credit the overpayment against Tenant’s future obligations under this Section, at Tenant’s option. If Tenant has underpaid its obligations hereunder during the preceding twelve (12) months, Tenant shall immediately pay to Landlord the amount owing after the annual reconciliation. “Transfer Premium” shall mean all rent, additional rent and or other consideration received from payable by such Transferee in excess of the Rent, Rent and Additional Rent and other consideration payable by Tenant under this Lease 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 (i) any changes, alterations and or improvements made to the Premises, and/or any tenant improvement allowance provided by Tenant to the Transferee, Premises in connection with the Transfer, (ii) any brokerage commissions and advertising expenses rent credit, improvement allowance or other economic concessions reasonably provided or paid by the Tenant to the Transferee in connection with the Transfer, (iii) reasonable legal fees incurred any brokerage commissions paid by Tenant Xxxxxx in negotiating connection with the Transfer and obtaining Landlord’s consent theretoTransfer, (iv) costs of advertising the space for sublease or assignment, (v) unamortized cost of initial and subsequent improvements to the Premises by Tenant, and (vi) any other costs actually paid in assigning or subletting the Subject Space. The Transfer Premium shall not apply to any assignment or sublease to an Affiliate pursuant to the provisions of Section 14.7 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, and any payment in excess of fair market value for services rendered by Tenant to the Transferee in connection with such Transfer. For purposes of calculating Transfer Premium during the Abatement Period, the Base Rent shall be equal to $46.25 per rentable square of the Subject Space. Throughout the Lease Term, Tenant shall have the right to modify Base Rent for potential Transfer to full service by adding $4.00 per rentable square of the Subject Space without paying a Transfer Premium to Landlord to cover such gross-up expenses.)

Transfer Premium. Except as otherwise provided in Section 14.7 below, if 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. “"Transfer Premium” " shall mean all rent, additional rent and or other consideration received from payable by such Transferee in connection with the Transfer in excess of the Rent, Rent and Additional Rent 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 (i) any changes, alterations and improvements made to the Premises, and/or any tenant improvement allowance provided by Tenant to the Transferee, Premises in connection with the Transfer, (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 and advertising expenses in connection with the Transfer (iv) legal fees reasonably incurred in connection with the Transfer, (iii) reasonable legal fees incurred by Tenant in negotiating the Transfer and obtaining Landlord’s consent thereto, (iv) costs of advertising the space for sublease or assignment, (v) unamortized cost of initial and subsequent improvements fees paid to the Premises by Landlord in connection with Tenant's request for consent (collectively, and (vi) any other costs actually paid in assigning or subletting the Subject Space"Tenant's Subleasing Costs"). The Transfer Premium shall not apply to any assignment or sublease to an Affiliate pursuant to the provisions of Section 14.7 below. “"Transfer Premium” " shall also include, but not be limited to, key money and 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 the Transferee or for assets, fixtures, inventory, equipment, or furniture transferred by Tenant to Transferee in connection with such Transfer. For purposes The determination of calculating the amount of Landlord's applicable share of the Transfer Premium during the Abatement Period, the Base Rent shall be equal to $46.25 per rentable square of made on a monthly basis as rent or other consideration is received by Tenant under the Subject SpaceTransfer. Throughout the Lease Term726334.04/WLA183305-00001/10-27-14/ejs/ejs 23 [XXXXXXXXX BIOTECH GATEWAY][Solazyme, Tenant shall have the right to modify Base Rent for potential Transfer to full service by adding $4.00 per rentable square of the Subject Space without paying a Transfer Premium to Landlord to cover such gross-up expenses.Inc.]

Transfer Premium. Except as otherwise provided in Section 14.7 below, if 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. “"Transfer Premium” " shall mean all rent, additional rent and or other consideration received from payable by such Transferee in excess of the Rent, Rent and Additional Rent and other consideration payable by Tenant under this Lease 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 (i) any changes, alterations and improvements made to the Premises, and/or any tenant improvement allowance provided by Tenant to the Transferee, in connection with the Transfer, (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, (iv) costs of advertising the space for sublease or assignment, (v) unamortized cost of initial and subsequent improvements to the Premises by Tenant, and (vi) any other costs actually paid in assigning or subletting the Subject Space. The Transfer Premium shall not apply to any assignment or sublease to an Affiliate pursuant to the provisions of Section 14.7 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, 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. In the calculations of the Rent (as it relates to the Transfer 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 reasonable leasehold concessions granted in connection therewith, including, but not limited to, any reasonable rent credit commissions and tenant improvement allowance, and Tenant's reasonable third-party fees and costs by including reasonable attorneys' fees, incurred in negotiating, documenting and consummating the Transfer. For purposes of calculating Transfer Premium during the Abatement Periodany such effective rent, the Base Rent all such concessions shall be equal to $46.25 per rentable square of amortized on a straight-line basis over the Subject Space. Throughout the Lease Term, Tenant shall have the right to modify Base Rent for potential Transfer to full service by adding $4.00 per rentable square of the Subject Space without paying a Transfer Premium to Landlord to cover such gross-up expensesrelevant term.

Transfer Premium. Except as otherwise provided in Section 14.7 below, if 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. “Transfer Premium” shall mean all rent, additional rent and or other consideration received from payable by such Transferee in connection with the Transfer in excess of the Rent, Rent and Additional Rent 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 (i) any changes, alterations and improvements made to the Premises, and/or any tenant improvement allowance provided by Tenant to the Transferee, Premises in connection with the Transfer, (ii) any brokerage commissions and advertising expenses free base rent reasonably provided to the Transferee in connection with the TransferTransfer (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) reasonable legal fees incurred by Tenant any brokerage commissions in negotiating connection with the Transfer and obtaining Landlord’s consent thereto, (iv) costs of advertising legal fees reasonably incurred in connection with the space for sublease or assignmentTransfer (collectively, (v) unamortized cost of initial and subsequent improvements to the Premises by “Tenant, and (vi) any other costs actually paid in assigning or subletting the Subject Space. The Transfer Premium shall not apply to any assignment or sublease to an Affiliate pursuant to the provisions of Section 14.7 below’s Subleasing Costs”). “Transfer Premium” shall also include, but not be limited to, key money and 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 the Transferee or for assets, fixtures, inventory, equipment, or furniture transferred by Tenant to Transferee in connection with such Transfer. Landlord shall make a determination of the amount of Landlord’s applicable share of the Transfer Premium on a monthly basis as rent or other consideration is paid by Transferee to Tenant under the Transfer. For purposes of calculating the Transfer Premium during the Abatement Periodon a monthly basis, the Base Rent Tenant’s Subleasing Costs shall be deemed to be expended by Tenant in equal to $46.25 per rentable square monthly amounts over the entire term of the Subject Space. Throughout the Lease Term, Tenant shall have the right to modify Base Rent for potential Transfer to full service by adding $4.00 per rentable square of the Subject Space without paying a Transfer Premium to Landlord to cover such gross-up expensesTransfer.

Transfer Premium. Except as otherwise provided in Section 14.7 below, if 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. “"Transfer Premium” " shall mean all rent, additional rent and or other consideration received from 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, Rent and Additional Rent and other consideration 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 actual, reasonable and documented expenses incurred by Tenant for (i) any changes, alterations and improvements made to the Premises, and/or any tenant improvement allowance provided by Tenant to the Transferee, Premises in connection with the Transfer, (ii) any free base rent or other economic concessions reasonably provided to the Transferee, (iii) any brokerage commissions and advertising expenses or legal fees in connection with the Transfer, and (iiiiv) reasonable legal fees in the case of any sublease, any actual costs incurred by Tenant in negotiating separately demising the Transfer and obtaining Landlord’s consent thereto, (iv) costs portion of advertising the space for sublease or assignment, (v) unamortized cost of initial and subsequent improvements to the Premises by Tenant, and (vi) any other costs actually paid in assigning or subletting the Subject Space"Transfer Costs"). The Transfer Premium shall not apply to any assignment or sublease to an Affiliate pursuant to the provisions of Section 14.7 below. “"Transfer Premium” " shall also include, but not be limited to, key money and 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 the Transferee or for assets, fixtures, inventory, equipment, or furniture transferred by Tenant to Transferee in connection with such Transfer. For purposes of calculating Tenant shall first recoup all Transfer Costs from the Transferee before any Transfer Premium during must be paid to Landlord. Notwithstanding anything set forth herein to the Abatement Periodcontrary, the Base Rent in no event shall Tenant be equal required to $46.25 per rentable square of the Subject Space. Throughout the Lease Term, Tenant shall have the right to modify Base Rent for potential Transfer to full service by adding $4.00 per rentable square of the Subject Space without paying pay a Transfer Premium in connection with a Transfer pursuant to Landlord to cover such gross-up expensesSection 14.7 of this Lease, below.

Transfer Premium. Except as otherwise provided in Section 14.7 below, if 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. “"Transfer Premium” " shall mean the total of all rent, additional rent and or other consideration received from payable by such Transferee in connection with the Transfer in excess of the Rent, Rent and Additional Rent and other consideration payable by Tenant under this Lease during the term of the Transfer (on a per rentable square foot RSF basis if less than all of the Premises is transferred), after deducting the actual, reasonable and documented all expenses incurred by Tenant for (i) any changesbrokerage, alterations legal, construction, and/or design fees paid to unrelated third parties, other reasonable out-of-pocket costs paid to unrelated third parties incurred in connection with such transfer, and the amortized value of tenant improvements made to the Premises, and/or any tenant improvement allowance provided by Tenant to the Transferee, in connection with Subject Space during the first two years of the Lease term (amortized over the entire initial term of the Lease)) resulting from a Transfer, (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, (iv) costs of advertising the space for sublease or assignment, (v) unamortized cost of initial and subsequent improvements to the Premises by Tenant, and (vi) any other costs actually paid in assigning or subletting the Subject Space. The Transfer Premium shall not apply to any assignment or sublease to an Affiliate pursuant to the provisions of Section 14.7 below. “"Transfer Premium” " shall also include, but not be limited to, key money and 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 the 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 (as it relates to the Transfer 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. For purposes of calculating Transfer Premium during the Abatement Period, the Base Rent any such effective rent all such concessions shall be equal to $46.25 per rentable square of amortized on a straight-line basis over the Subject Space. Throughout the Lease Term, Tenant shall have the right to modify Base Rent for potential Transfer to full service by adding $4.00 per rentable square of the Subject Space without paying a Transfer Premium to Landlord to cover such gross-up expensesrelevant term.

Transfer Premium. Except as otherwise provided in Section 14.7 below, if 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. “Transfer Premium” shall mean all rent, additional rent and or other consideration received from payable by such Transferee in connection with the Transfer in excess of the Rent, Rent and Additional Rent 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, and after deducting the actual, reasonable and documented expenses incurred by Tenant for (i) any changes, alterations and alterations, or improvements made to the Premises, and/or any tenant improvement allowance provided by Tenant to the Transferee, Premises in connection with the Transfer, (ii) any free base rent or other economic concessions reasonably provided to the Transferee, (iii) any reasonable legal fees and brokerage commissions and advertising expenses incurred by Tenant in connection with the Transfer, (iii) reasonable legal fees incurred by Tenant in negotiating the Transfer and obtaining Landlord’s consent thereto, (iv) costs of advertising any amounts payable to Landlord under Section 14.1 above (collectively, the space for sublease or assignment, (v) unamortized cost of initial and subsequent improvements to the Premises by Tenant, and (vi) any other costs actually paid in assigning or subletting the Subject Space“Transfer Costs”). The Transfer Premium shall not apply to any assignment or sublease to an Affiliate pursuant to the provisions of Section 14.7 below. “Transfer Premium” shall also include, but not be limited to, key money and 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 the Transferee or for assets, fixtures, inventory, equipment, or furniture transferred by Tenant to Transferee in connection with such Transfer. For purposes The determination of calculating the amount of Landlord’s applicable share of the Transfer Premium during the Abatement Period, the Base Rent shall be equal to $46.25 per rentable square of made on a monthly basis as rent or other consideration is received by Tenant under the Subject SpaceTransfer. Throughout the Lease Term, Tenant shall have the right to modify Base Rent for potential Transfer to full service by adding $4.00 per rentable square of the Subject Space without paying a No Transfer Premium to Landlord to cover such gross-up expensesshall be payable in connection with any Permitted Transfer.

Transfer Premium. Except as otherwise provided in Section 14.7 below, if Landlord consents As a reasonable condition to a Landlord's consent to any 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 TransfereeSubsection 17.4.1. “"Transfer Premium” shall mean " means all Basic Rent, additional rent, additional rent and other consideration received from such Transferee in excess of the Rent, Additional Rent and other consideration payable by Transferee to Tenant under this Lease 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 (i) any changes, alterations and improvements made to the Premises, and/or any tenant improvement allowance provided by Tenant to the Transferee, in connection with the Transfer, (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, (iv) costs of advertising the space for sublease or assignment, (v) unamortized cost of initial and subsequent improvements to the Premises by Tenant, and (vi) any other costs actually paid in assigning or subletting the Subject Space. The Transfer Premium shall not apply to any assignment or sublease to an Affiliate pursuant to the provisions of Section 14.7 below. “Transfer Premium” shall also include, but not be limited to, including key money and bonus money 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 the Transferee or assets, fixtures, inventory, equipment, or furniture transferred by Tenant to Transferee in connection with such Transferthe Transfer (Transferee Rent)), after deducting the Rent payable by Tenant under this Lease (excluding the Transfer Premium) for the Subject Space (Tenant Rent). If part of the Transfer Premium is payable by Transferee other than in cash, Landlord's share of that non-cash consideration shall be in a form reasonably satisfactory to Landlord. Tenant shall pay the Transfer Premium on a monthly basis, together with its payment of Additional Rent under Article 5. In calculating the Transfer Premium, Tenant Rent, Transferee Rent, and Quoted Rent, the parties shall first adjust the rent to the actual effective rent to be paid, taking into consideration any and all leasehold concessions, including any rent credit and tenant improvement allowance. For purposes of calculating Transfer Premium during the Abatement Periodeffective rent, the Base Rent all those concessions shall be equal to $46.25 per rentable square of amortized on a straight-line basis over the Subject Spacerelevant term. Throughout the Lease TermOn Landlord's request, Tenant shall have furnish a complete statement, certified by an independent certified public accountant or Tenant's chief financial officer, describing in detail the right to modify Base Rent for potential Transfer to full service by adding $4.00 per rentable square computation of the Subject Space without paying a any Transfer Premium that Tenant has derived or will derive from the Transfer. If Landlord's independent certified public accountant finds that the Transfer Premium for any Transfer has been understated, Tenant shall, within thirty (30) days after demand, pay the deficiency and Landlord's costs of that audit. If Tenant has understated the Transfer Premium by more than ten percent (10%), Landlord may, at its option, declare Tenant in material and incurable default under Section 22.1 notwithstanding any cure period specified in Section 22.1. *SEE ADDENDUM 17.5 Landlord's Option to Landlord to cover such gross-up expensesRecapture Space.

Transfer Premium. Except as otherwise provided in Section 14.7 below, if 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. “Transfer Premium” shall mean all rent, additional rent and or other consideration received from payable by such Transferee in connection with the Transfer in excess of the Rent, Rent and Additional Rent 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 all expenses incurred by Tenant for (i) in making any changes, alterations and improvements made to the Premises, and/or any tenant improvement allowance provided by Tenant to the Transferee, Premises in connection with the Transfer, (ii) any free base rent provided to the Transferee, and (iii) 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, (iv) costs of advertising the space for sublease or assignment, (v) unamortized cost of initial and subsequent improvements to the Premises by Tenant, and (vi) any other costs actually paid in assigning or subletting the Subject Space. The Transfer Premium shall not apply to any assignment or sublease to an Affiliate pursuant to the provisions of Section 14.7 below. “Transfer Premium” shall also include, but not be limited to, key money and 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 the 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 (as it relates to the Transfer 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. For purposes of calculating Transfer Premium during the Abatement Period, the Base Rent any such effective rent all such concessions shall be equal to $46.25 per rentable square of amortized on a straight-line basis over the Subject Space. Throughout the Lease Term, Tenant shall have the right to modify Base Rent for potential Transfer to full service by adding $4.00 per rentable square of the Subject Space without paying a Transfer Premium to Landlord to cover such gross-up expensesrelevant term.

Transfer Premium. Except as otherwise provided in Section 14.7 below, if 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. “Transfer Premium” shall mean all rent, additional rent and or other consideration received from payable by such Transferee in connection with the Transfer in excess of the Rent, Rent and Additional Rent 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 (i) any changes, alterations and improvements made to the Premises, and/or any tenant improvement allowance provided by Tenant to the Transferee, Premises in connection with the Transfer, (ii) any free base rent or other economic concessions reasonably provided to the Transferee, (iii) any brokerage commissions and advertising expenses in connection with the Transfer, (iiiiv) reasonable legal any attorneys’ fees incurred by Tenant in negotiating connection with the Transfer and obtaining Landlord’s consent theretoTransfer, (ivv) any lease takeover costs incurred by Tenant in connection with the Transfer, (vi) any costs of advertising the space for sublease or assignment, (v) unamortized cost which is the subject of initial and subsequent improvements to the Premises by TenantTransfer, and (vivii) any other costs actually review and processing fees paid to Landlord in assigning or subletting connection with such Transfer (collectively, the Subject Space. The “Transfer Premium shall not apply to any assignment or sublease to an Affiliate pursuant to the provisions of Section 14.7 belowCosts”). “Transfer Premium” shall also include, but not be limited to, (x) key money and money, bonus money or other cash consideration paid by Transferee to Tenant in connection with such Transfer, and (y) any payment in excess of fair market value for (1) services rendered by Tenant to the 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 calculations of the Rent (as it relates to 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. For purposes of calculating Transfer Premium during the Abatement Period, the Base Rent any such effective rent all such concessions shall be equal to $46.25 per rentable square of amortized on a straight-line basis over the Subject Space. Throughout the Lease Term, Tenant shall have the right to modify Base Rent for potential Transfer to full service by adding $4.00 per rentable square of the Subject Space without paying a Transfer Premium to Landlord to cover such gross-up expensesrelevant term.