Common use of Transfer Premium Clause in Contracts

Transfer Premium. If Landlord consents to a Transfer, Tenant shall pay Landlord an amount equal to 50% of any Transfer Premium (defined below). As used herein, “Transfer Premium” means (a) in the case of an assignment, any consideration (including payment the Leasehold Improvements) paid by the assignee for such assignment, less any reasonable and customary expenses directly incurred by Tenant on account of such assignment, including brokerage fees, legal fees, and Landlord’s review fee; (b) in the case of a sublease, license or other occupancy agreement, for each month of the term of such agreement, the amount by which all rent and other consideration paid by the transferee to Tenant pursuant to such agreement (less all reasonable and customary expenses directly incurred by Tenant on account of such agreement, including brokerage fees, legal fees, construction costs and Landlord’s review fee, as amortized on a monthly, straight-line basis over the term of such agreement) exceeds the Monthly Rent payable by Tenant hereunder with respect to the Contemplated Transfer Space; and (c) in the case of a Change of Control, any consideration (including payment for Leasehold Improvements) paid by the new controlling party(ies) to the prior controlling party(ies) on account of this Lease, less Landlord’s review fee and, to the extent reasonably allocable to this Lease, any other reasonable and customary expenses directly incurred by such prior controlling party(ies) on account of such Change of Control. Payment of Landlord’s share of the Transfer Premium shall be made (x) in the case of an assignment or a Change of Control, within 10 days after Tenant or the prior controlling party(ies), as the case may be, receive(s) the consideration described above, and (y) in the case of a sublease, license or other occupancy agreement, for each month of the term of such agreement, within five (5) business days after Tenant receives the rent and other consideration described above.

Transfer Premium. If Landlord consents to a Transfer, Tenant shall pay Landlord an amount equal to 50% of any Transfer Premium (defined below). As used herein, “Transfer Premium” means (a) in the case of an assignment, any consideration (including payment the Leasehold Improvements) paid by the assignee for such assignment, less any reasonable and customary expenses directly incurred by Tenant on account of such assignment, including brokerage fees, legal fees, and Landlord’s review fee; (b) in the case of a sublease, license or other occupancy agreement, for each month of the term of such agreement, the amount by which all rent and other consideration paid by the transferee to Tenant pursuant to such agreement (less all reasonable and customary expenses directly incurred by Tenant on account of such agreement, including brokerage fees, legal fees, construction costs and Landlord’s review fee, as amortized on a monthly, straight-line basis over the term of such agreement) exceeds the Monthly Rent payable by Tenant hereunder with respect to the Contemplated Transfer SpaceSpace for the term of such agreement; and (c) in the case of a Change of Control, any consideration (including payment for Leasehold Improvements) paid by the new controlling party(ies) to the prior controlling party(ies) on account of this Lease, less Landlord’s review fee and, to the extent reasonably allocable to this Lease, any other reasonable and customary expenses directly incurred by such prior controlling party(ies) on account of such Change of Control. Payment of Landlord’s share of the Transfer Premium shall be made (x) in the case of an assignment or a Change of Control, within 10 days after Tenant or the prior controlling party(ies), as the case may be, receive(s) the consideration described above, and (y) in the case of a sublease, license or other occupancy agreement, for on the first day of each month of during the term of such agreement, within five (5) business days after Tenant receives in the amount of 50% of the amount by which the rent and other consideration described abovepaid by the transferee to Tenant under such agreement for such month (less all reasonable and customary expenses directly incurred by Tenant on account of such agreement, including brokerage fees, legal fees, construction costs and Landlord’s review fee, as amortized on a monthly, straight-line basis over the term of such agreement) exceeds the Monthly Rent payable by Tenant hereunder with respect to the Contemplated Transfer Space for such month.

Transfer Premium. If Landlord consents to a Transfer, as a condition thereto which the parties hereby agree is reasonable, Tenant shall pay to Landlord an amount equal to fifty percent (50% %) of any Transfer Premium (defined below). As used herein, “"Transfer Premium” means (a) ," as that term is defined in the case of an assignmentthis Section 14.3, any consideration (including payment the Leasehold Improvements) paid by the assignee for such assignment, less any reasonable and customary expenses directly incurred received by Tenant on account of from such assignmentTransferee. "TRANSFER PREMIUM" shall mean all rent, including brokerage fees, legal fees, and Landlord’s review fee; (b) in the case of a sublease, license additional rent or other occupancy agreement, for each month consideration payable by such Transferee in connection with the Transfer in excess of the term of such agreement, the amount by which all rent Rent and other consideration paid by the transferee to Tenant pursuant to such agreement (less all reasonable and customary expenses directly incurred by Tenant on account of such agreement, including brokerage fees, legal fees, construction costs and Landlord’s review fee, as amortized on a monthly, straight-line basis over the term of such agreement) exceeds the Monthly Additional Rent payable by Tenant hereunder with respect under this Lease during the term of the Transfer on a per rentable square foot basis if less than all of the Premises is transferred, after deducting the reasonable expenses incurred by Tenant for (i) any changes, alterations and improvements to the Contemplated Transfer Space; Premises in connection with the Transfer, (ii) any free base rent reasonably provided to the Transferee, and (ciii) any brokerage commissions in connection with the case of a Change of ControlTransfer (collectively, any "TENANT'S SUBLEASING COSTS"). "Transfer Premium" shall also include, but not be limited to, key money, bonus money or other cash consideration (including payment for Leasehold Improvements) paid by Transferee to Tenant in connection with such Transfer, and any payment in excess of fair market value for services rendered by Tenant to Transferee or for assets, fixtures, inventory, equipment, or furniture transferred by Tenant to Transferee in connection with such Transfer. The determination of the new controlling party(ies) to the prior controlling party(ies) on account of this Lease, less Landlord’s review fee and, to the extent reasonably allocable to this Lease, any other reasonable and customary expenses directly incurred by such prior controlling party(ies) on account of such Change of Control. Payment amount of Landlord’s 's applicable share of the Transfer Premium shall be made on a monthly basis as rent or other consideration is received by Tenant under the Transfer. For purposes of calculating the Transfer Premium on a monthly basis, (xi) Tenant's Subleasing Costs shall be deemed to be expended by Tenant in equal monthly amounts over the case entire term of an assignment or a Change of Control, within 10 days after Tenant or the prior controlling party(ies), as the case may be, receive(sTransfer and (ii) the Rent paid for the Subject Space by Tenant shall be computed after adjusting such rent to the actual effective rent to be paid, taking into consideration described aboveany and all leasehold concessions granted in connection therewith, including, but not limited to, any rent credit and (y) in tenant improvement allowance. For IRVINE OAKS EXECUTIVE PARK [Kofax Image Products, Inc.] 42 purposes of calculating any such effective rent all such concessions shall be amortized on a straight-line basis over the case of a sublease, license or other occupancy agreement, for each month of the term of such agreement, within five (5) business days after Tenant receives the rent and other consideration described aboverelevant term.

Transfer Premium. (a) If Landlord consents to a Transfer, Tenant as a condition thereto which the parties hereby agree is reasonable, Landlord shall pay Landlord an amount equal be entitled to receive, as Additional Rent hereunder, fifty percent (50% %) of any Transfer Premium (defined below)derived from such Transfer. As used herein, the term “Transfer Premium” means (ai) (A) in the case of an assignment, any consideration (including including, without limitation, payment the Leasehold Improvementsfor leasehold improvements) paid by the assignee for such assignment, less any reasonable and customary expenses directly incurred by Tenant on account of such assignment, including brokerage fees, legal fees, and Landlord’s review fee; (bB) in the case of a subleaseany other Transfer, license all rent, additional rent or other occupancy agreement, for each month of the term of such agreement, the amount by which all rent and other consideration paid by the transferee Transferee to Tenant the Transferor pursuant to such agreement Transfer in excess of the base rent and additional rent payable by such Transferor during the term of the Transfer on a per rentable square foot basis minus (less all reasonable and customary expenses directly incurred by Tenant on account ii) any brokerage commissions (not to exceed commissions typically paid in the market at the time of such agreementsubletting or assignment) and reasonable attorneys’ fees paid by Transferor in connection with the Transfer (collectively, including brokerage fees“Recoverable Expenses”), legal feesunless the deduction of such Recoverable Expenses is waived by Transferor pursuant to Section 17.6(b) below. For purposes of calculating the Transfer Premium in connection with a sublease, construction costs and Landlord’s review feethe Recoverable Expenses shall be deducted, as on an amortized on a monthlybasis, straight-line basis without interest, over the term of such agreement) exceeds the Monthly Rent payable by Tenant hereunder with respect to the Contemplated Transfer Space; and (c) in the case of a Change of Control, any consideration (including payment for Leasehold Improvements) paid by the new controlling party(ies) to the prior controlling party(ies) on account of this Lease, less Landlord’s review fee and, to the extent reasonably allocable to this Lease, any other reasonable and customary expenses directly incurred by such prior controlling party(ies) on account of such Change of Controlsublease. Payment of Landlord’s share the portion of the Transfer Premium due Landlord hereunder shall be a joint and several obligation of Tenant and the Transferee, and shall be made to Landlord as follows; (x1) in the case of an assignment or a Change assignment, the Transferor shall pay the portion of Control, the Transfer Premium due to Landlord within 10 ten (10) days after Tenant or the prior controlling party(ies), as the case may be, receive(s) Transferor receives the consideration described in clause (i)(A) above, ; and (y2) in the case of a subleaseany other Transfer, license or other occupancy agreement, for on the first day of each month of during the term of the Transfer, the Transferee shall pay directly to Landlord fifty percent (50%) of the amount by which the rent, additional rent or other consideration due from the Transferee for such agreement, within five month exceeds (5x) business days after Tenant receives the base rent and other consideration described aboveadditional rent payable by the applicable Transferor for said month which is allocable to the Transfer Premises, plus (y) the amortized amount of Recoverable Expenses allocated to such month, unless such Recoverable Expenses are waived by Transferor pursuant to Section 17.6(b). This Section 17.6 shall not apply to a Transfer to a Permitted Transferee.

Transfer Premium. If Landlord consents to a Transfer, as a condition thereto which the parties hereby agree is reasonable, Tenant shall pay to Landlord an amount equal to fifty percent (50% %) of any “Transfer Premium (Premium,” as that term is defined below)in this Section 14.3, received by Tenant from such Transferee. As used herein, “Transfer Premium” means (a) in the case of an assignmentshall mean all rent, any consideration (including payment the Leasehold Improvements) paid by the assignee for such assignment, less any reasonable and customary expenses directly incurred by Tenant on account of such assignment, including brokerage fees, legal fees, and Landlord’s review fee; (b) in the case of a sublease, license additional rent or other occupancy agreement, for each month consideration payable by such Transferee in connection with the Transfer in excess of the term of such agreement, the amount by which all rent Rent and other consideration paid by the transferee to Tenant pursuant to such agreement (less all reasonable and customary expenses directly incurred by Tenant on account of such agreement, including brokerage fees, legal fees, construction costs and Landlord’s review fee, as amortized on a monthly, straight-line basis over the term of such agreement) exceeds the Monthly Additional Rent payable by Tenant hereunder with respect 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 deduction of (i) any costs of improvements made to the Contemplated Transfer Space; Subject Space in connection with such Transfer, (ii) brokerage commissions paid in connection with such Transfer, and (ciii) reasonable legal fees incurred in the case of a Change of Controlconnection with such Transfer (“Tenant’s Subleasing Costs”). “Transfer Premium” shall also include, any but not be limited to, key money, bonus money or other cash consideration (including payment for Leasehold Improvements) paid by Transferee to Tenant in connection with such Transfer, and any payment in excess of fair market value for services rendered by Tenant to Transferee or for assets, fixtures, inventory, equipment, or furniture transferred by Tenant to Transferee in connection with such Transfer. The determination of the new controlling party(ies) to the prior controlling party(ies) on account of this Lease, less Landlord’s review fee and, to the extent reasonably allocable to this Lease, any other reasonable and customary expenses directly incurred by such prior controlling party(ies) on account of such Change of Control. Payment amount of Landlord’s applicable share of the Transfer Premium shall be made on a monthly basis as rent or other consideration is received by Tenant under the Transfer. For purposes of calculating the Transfer Premium on a monthly basis, Tenant’s Subleasing Costs shall be deemed to be expended by Tenant in equal monthly amounts over the entire term of the Transfer. Notwithstanding the foregoing terms of this Section 14.3, Landlord hereby acknowledges that Tenant intends to enter into a sublease for space on the (x1st) in floor of the case of an assignment or a Change of Control, within 10 days after Tenant or Premises (the prior controlling party(ies“First Floor Sublease”), as and to the case may beextent Tenant enters into any such First Floor Sublease (that meets the terms hereof), receive(s) Landlord shall not be entitled to any Transfer Premium in connection with the consideration described abovefirst such First Floor Sublease, and (y) in the case of a sublease, license or other occupancy agreement, for each month but such protection shall not apply to subsequent subleases of the term of such agreement, within five (5) business days after Tenant receives the rent and other consideration described abovePremises.

Transfer Premium. If Landlord consents shall give its consent to a Transferany assignment of this Lease or to any sublease, Tenant shall in consideration therefor pay Landlord an amount equal to 50% of any Transfer Premium Landlord, as Additional Rent, the following amounts (defined below). As used herein, collectively the “Transfer Premium” means ”): (a) in the case of an assignment, any consideration an amount equal to fifty percent (including payment the Leasehold Improvements50%) of all sums and other considerations paid to Tenant by the assignee for such assignment, less any reasonable and customary expenses directly incurred or by Tenant on account reason of such assignment, including sums paid for the sale of Tenant’s Property, but excluding Oyster Point Marina Plaza Office LeaseKashiwa Fudosan America, Inc. :: ESSA Pharmaceuticals Corp. the following: (i) in the case of a sale of Tenant’s Property, the then-current net unamortized or undepreciated cost thereof determined on the basis of Tenant’s federal income tax returns; (ii) then-customary brokerage feescommissions being paid by Landlord for leasing of space in the Building or, if less, the brokerage commission paid by Tenant in connection with the assignment; (iii) reasonable legal fees, fees and Landlord’s review feedisbursements; and (iv) reasonable amounts paid by Tenant for tenant improvements constructed for the assignee; and (b) in the case of a sublease, license fifty percent (50%) of any rents, additional charge, or other occupancy agreement, for each month consideration payable under the sublease to Tenant by the subtenant which is in excess of the Base Rent and Additional Rent accruing during the term of such agreement, the amount by which all rent and other consideration paid by sublease in respect of the transferee to Tenant pursuant to such agreement subleased space (less all reasonable and customary expenses directly incurred by Tenant on account of such agreement, including brokerage fees, legal fees, construction costs and Landlord’s review fee, as amortized on a monthly, straight-line basis over at the term of such agreement) exceeds the Monthly Rent rate per square foot payable by Tenant hereunder with respect hereunder) pursuant to the Contemplated Transfer Space; and terms hereof, including sums paid for the sale or rental of Tenant’s Property, but excluding the following: (ci) in the case of a Change the sale or lease of ControlTenant’s Property, any consideration the then-current net unamortized or undepreciated cost thereof determined on the basis of Tenant’s federal income tax returns; (including payment for Leasehold Improvementsii) then-customary brokerage commissions being paid by Landlord for leasing of space in the new controlling party(iesBuilding or, if less, the brokerage commission paid by Tenant in connection with the sublease; (iii) to reasonable legal fees and disbursements; and (iv) reasonable amounts paid by Tenant for tenant improvements constructed for the prior controlling party(ies) on account of this Lease, less Landlord’s review fee and, to the extent reasonably allocable to this Lease, any other reasonable and customary expenses directly incurred by such prior controlling party(ies) on account of such Change of Controlsubtenant. Payment of Landlord’s share of The sums payable as the Transfer Premium under this § 17.8 shall be made (x) in paid to Landlord as and when payable by the case of an assignment subtenant or a Change of Control, within 10 days after Tenant or the prior controlling party(ies), as the case may be, receive(s) the consideration described above, and (y) in the case of a sublease, license or other occupancy agreement, for each month of the term of such agreement, within five (5) business days after Tenant receives the rent and other consideration described aboveassignee to Tenant.

Transfer Premium. If Landlord consents to a Transfer, as a condition thereto which the parties hereby agree is reasonable, Tenant shall pay to Landlord an fifty percent (50%) of the amount equal of any “Transfer Premium,” as that term is defined in this SECTION 14.3, received by Tenant from such Transferee. Notwithstanding the foregoing, during any period in which Tenant fails to 50% occupy at least four (4) full floors of the Building, Tenant shall pay to Landlord one hundred percent (100%) of the amount of any Transfer Premium received by Tenant during such period. “TRANSFER PREMIUM” shall mean all rent, additional rent or other consideration payable by such Transferee in excess of the Rent and Additional Rent 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 reasonable expenses actually incurred by Tenant for the following costs (defined below). As used hereincollectively, the “SUBLEASING COSTS”): (i) any changes, alterations and improvements to the Premises in connection with the Transfer Premium” means which comply with the terms of this Lease, (ii) any brokerage commissions in connection with the Transfer, (iii) reasonable legal fees incurred in connection with the Transfer, including those fees and costs reimbursed to Landlord pursuant to the last sentence of SECTION 14.1, (iv) the amount of any Base Rent and Additional Rent paid by Tenant to Landlord with respect to the Subject Space during the period commencing on the later of (a) in the case of an assignmentdate Tenant contracts with a reputable broker to market the Subject Space, any consideration (including payment the Leasehold Improvements) paid by the assignee for such assignment, less any reasonable and customary expenses directly incurred by Tenant on account of such assignment, including brokerage fees, legal fees, and Landlord’s review fee; or (b) in the case of a subleasedate Tenant vacates the Subject Space, license or other occupancy agreement, for each month until the commencement of the term of such agreementthe Transfer, and (v) any other “out-of-pocket” monetary concessions reasonably provided in connection with the amount by which all rent Transfer, including, but not limited to, tenant improvement or decorating allowances. “TRANSFER PREMIUM” shall also include, but not be limited to, key money and other consideration bonus money paid by the transferee Transferee to Tenant pursuant to in connection with such agreement (less all reasonable Transfer, and customary expenses directly incurred any payment in excess of fair market value for services rendered by Tenant on account of such agreementto Transferee or for assets, including brokerage feesfixtures, legal feesinventory, construction costs and Landlord’s review feeequipment, as amortized on a monthly, straight-line basis over the term of such agreement) exceeds the Monthly Rent payable or furniture transferred by Tenant hereunder to Transferee in connection with respect such Transfer. If part of the Transfer Premium shall be payable to the Contemplated Transfer Space; and (c) Transferee other than in the case of a Change of Controlcash, any consideration (including payment for Leasehold Improvements) paid by the new controlling party(ies) to the prior controlling party(ies) on account of this Lease, less Landlord’s review fee and, to the extent reasonably allocable to this Lease, any other reasonable and customary expenses directly incurred by such prior controlling party(ies) on account of such Change of Control. Payment of Landlord’s share of such non-cash consideration shall be in such form as is reasonably satisfactory to Landlord. The determination of the amount of the Transfer Premium shall be made on an annual basis in accordance with the terms of this SECTION 14.3.1, but an estimate of the amount of the Transfer Premium shall be made each month and one-twelfth of such estimated amount shall be paid to Landlord promptly, but in no event later than the next date for payment of Base Rent hereunder, subject to an annual reconciliation on each anniversary date of the Transfer. If the payments to Landlord under this SECTION 14.3.1 during the twelve (x12) months preceding each annual reconciliation exceed the amount of Transfer Premium determined on an annual basis, then Landlord shall credit the overpayment against Tenant’s future obligations under this SECTION 14.3.1 or if the overpayment occurs during the last year of the Transfer in question, refund the case excess to Tenant. If Tenant has underpaid Landlord’s share of an assignment or a Change of Control, within 10 days after Tenant or the prior controlling party(ies)Transfer Premium, as determined by such annual reconciliation, Tenant shall pay the case may be, receive(s) the consideration described above, and (y) in the case of a sublease, license or other occupancy agreement, for each month of the term amount of such agreementdeficiency to Landlord promptly, within five (5) business days after Tenant receives but in no event later than the rent and other consideration described above.next date for payment of Base Rent hereunder,

Transfer Premium. If Landlord consents to a Transfer, Tenant shall pay Landlord an amount equal to 50% of any Transfer Premium (defined below). As used herein, . “Transfer Premium” means (a) in the case of an assignment, any consideration (including payment the for Leasehold Improvements) paid by the assignee for such assignment, less any brokerage commissions (not to exceed commissions typically paid in the market at the time of such subletting or assignment) and reasonable and customary expenses directly incurred attorneys’ fees paid by Tenant on account of such assignment, including brokerage fees, legal fees, and Landlord’s review feein connection with the Transfer (“Recoverable Expenses”); (b) in the case of a sublease, license or other occupancy agreement, for each month of the term of such agreement, the amount by which all rent and other consideration paid by the transferee to Tenant pursuant to such agreement exceeds the Monthly Rent payable by Tenant hereunder with respect to the Contemplated Transfer Space (less all reasonable and customary expenses directly incurred by Tenant on account of such agreement, including brokerage fees, legal fees, construction costs and Landlord’s review feeany Recoverable Expenses, as amortized on a monthly, straight-line basis over the term of such agreement) exceeds the Monthly Rent payable by Tenant hereunder with respect to the Contemplated Transfer Space); and (c) in the case of a Change of Control, any consideration (including payment for Leasehold Improvements) paid by the new controlling party(ies) to the prior controlling party(ies) on account of this Lease, less Landlord’s review fee and, to the extent reasonably allocable to this Lease, any other reasonable and customary expenses directly incurred by such prior controlling party(ies) on account of such Change of ControlRecoverable Expenses. Payment of Landlord’s share of the Transfer Premium shall be made (x) in the case of an assignment or a Change of Control, within 10 days after Tenant or the prior controlling party(ies), as the case may be, receive(s) the consideration described above, and (y) in the case of a sublease, license or other occupancy agreement, for with respect to each month of the term of such agreement, within five (5) business days after Tenant receives the rent and other consideration described above.

Transfer Premium. (a) If Landlord consents to a Transfer, Tenant as a condition thereto which the parties hereby agree is reasonable, Landlord shall pay Landlord an amount equal be entitled to 50% receive, as Additional Rent hereunder, seventy-five percent (75%) of any Transfer Premium (defined below)derived from such Transfer. As used herein, “the term "Transfer Premium” " means (ai)(A) in the case of an assignment, any consideration (including including, without limitation, payment the Leasehold Improvementsfor leasehold improvements) paid by the assignee for such assignment, less any reasonable and customary expenses directly incurred by Tenant on account of such assignment, including brokerage fees, legal fees, and Landlord’s review fee; (bB) in the case of a subleaseany other Transfer, license all rent, additional rent or other occupancy agreement, for each month of the term of such agreement, the amount by which all rent and other consideration paid by the transferee Transferee to Tenant the Transferor pursuant to such agreement Transfer in excess of the base rent and additional rent payable by such Transferor during the term of the Transfer on a per rentable square foot basis, minus (less all reasonable and customary expenses directly incurred by Tenant on account ii) (AA) any brokerage commissions (not to exceed commissions typically paid in the market at the time of such agreementsubletting or assignment) and reasonable attorneys' fees paid by Transferor in connection with the Transfer and (BB) the reasonable cost of Alterations made to the Transfer Premises at Tenant's cost to effect the Transfer (not to exceed Five Dollars ($5.00) per rentable square foot of the Transfer Premises) (collectively, including brokerage fees"Recoverable Expenses"), legal feesunless the deduction of such Recoverable Expenses is waived by Transferor pursuant to Section 17.5(b) below. For purposes of calculating the Transfer Premium in connection with a sublease, construction costs and Landlord’s review feethe Recoverable Expenses shall be deducted, as on an amortized on a monthlybasis, straight-line basis without interest, over the term of such agreement) exceeds the Monthly Rent payable by Tenant hereunder with respect to the Contemplated Transfer Space; and (c) in the case of a Change of Control, any consideration (including payment for Leasehold Improvements) paid by the new controlling party(ies) to the prior controlling party(ies) on account of this Lease, less Landlord’s review fee and, to the extent reasonably allocable to this Lease, any other reasonable and customary expenses directly incurred by such prior controlling party(ies) on account of such Change of Controlsublease. Payment of Landlord’s share the portion of the Transfer Premium due Landlord hereunder shall be a joint and several obligation of Tenant and the Transferee, and shall be made to Landlord as follows: (x1) in the case of an assignment or a Change assignment, the Transferor shall pay the portion of Control, the Transfer Premium due to Landlord within 10 ten (10) days after Tenant or the prior controlling party(ies), as the case may be, receive(s) Transferor receives the consideration described in clause (i)(A) above, ; and (y2) in the case of a subleaseany other Transfer, license or other occupancy agreement, for on the first day of each month of during the term of the Transfer, the Transferee shall pay directly to Landlord seventy-five percent (75%) of the amount by which the rent, additional rent or other consideration due from the Transferee for such agreement, within five month exceeds (5x) business days after Tenant receives the base rent and other consideration described aboveadditional rent payable by the applicable Transferor for said month which is allocable to the Transfer Premises, plus (y) the amortized amount of Recoverable Expenses allocated to such month, unless such Recoverable Expenses are waived by Transferor pursuant to Section 17.5(b).

Transfer Premium. If Landlord consents to a Transfer, as a condition thereto which the parties hereby agree is reasonable, Tenant shall pay to Landlord an amount equal fifty percent (50%) of any "Transfer Premium," as that term is defined in this Section 14.3, received by Tenant from such Transferee; provided, however, that Tenant shall not be required to 50% of pay to Landlord any Transfer Premium until such time as Tenant has recovered all applicable "Transfer Costs," as that term is defined in this Section 14.3, it being understood that if in any year the gross revenues, less the deductions set forth and included in Transfer Costs, are less than any and all costs actually paid in assigning or subletting the affected space (defined belowcollectively "Transaction Costs"), the amount of the excess Transaction Costs shall be carried over to the next year and then deducted from net revenues with the procedure repeated until a Transfer Premium is achieved. As used herein, “"Transfer Premium” means (a) " shall mean all rent, additional rent or other consideration payable by such Transferee in connection with the case Transfer in excess of an assignmentthe Rent and Additional Rent payable by Tenant under this Lease during the term of the Transfer on a per rentable square foot basis if less than all of the Premises is transferred, any consideration (including payment after deducting the Leasehold Improvements) paid by the assignee for such assignment, less any reasonable and customary expenses directly incurred by Tenant on account of such assignmentfor (i) any changes, including alterations and improvements to the Premises in connection with the Transfer, (ii) any free base rent reasonably provided to the Transferee, (iii) any brokerage feescommissions in connection with the Transfer, legal fees, and Landlord’s review fee(iv) any lease takeover incurred by Tenant in connection with the Transfer; (bv) in out-of-pocket costs of advertising the case of a subleasespace subject to the Transfer, license (vi) any improvement allowance or other occupancy agreement, for each month economic concessions paid by Tenant to the Transferee in connection with the Transfer; and (vii) reasonable attorneys' fees incurred by Tenant in connection with the Transfer; and (viii) the aggregate amount of Base Rent and Additional Rent paid by Tenant during the period prior to the commencement of the term of such agreementthe Transfer during which Tenant does not occupy the Subject Space, commencing on and after the amount by Downtime Start Date (as defined below) (collectively, "Transfer Costs"). The "Downtime Start Date" shall mean the later of (A) the date which all rent Tenant vacates and does not reoccupy the Subject Space and delivers notice of the same to Landlord, and (B) the date Tenant enters into a listing agreement for the Subject Space with a reputable broker, and provides Landlord with notice thereof. "Transfer Premium" shall also include, but not be limited to, key money, bonus money or other cash consideration paid by the transferee Transferee to Tenant pursuant to in connection with such agreement (less all reasonable Transfer, and customary expenses directly incurred any payment in excess of fair market value for services rendered by Tenant on account of such agreementto Transferee or for assets, including brokerage feesfixtures, legal feesinventory, construction costs and Landlord’s review feeequipment, as amortized on a monthly, straight-line basis over the term of such agreement) exceeds the Monthly Rent payable or furniture transferred by Tenant hereunder to Transferee in connection with respect to such Transfer. The determination of the Contemplated Transfer Space; and (c) in the case of a Change of Control, any consideration (including payment for Leasehold Improvements) paid by the new controlling party(ies) to the prior controlling party(ies) on account of this Lease, less Landlord’s review fee and, to the extent reasonably allocable to this Lease, any other reasonable and customary expenses directly incurred by such prior controlling party(ies) on account of such Change of Control. Payment amount of Landlord’s 's applicable share of the Transfer Premium shall be made (x) in on a monthly basis as rent or other consideration is received by Tenant under the case of an assignment or a Change of ControlTransfer, within 10 days after Tenant or the prior controlling party(ies)has first recovered its Transfer Costs, as the case may be, receive(s) the consideration described above, and (y) in the case of a sublease, license or other occupancy agreement, for each month of the term of such agreement, within five (5) business days after Tenant receives the rent and other consideration described above.

Transfer Premium. If Landlord consents to a Transfer, as a condition thereto which the parties hereby agree is reasonable, Tenant shall pay to Landlord an amount equal to fifty percent (50% %) of any Transfer Premium (defined below). As used herein, “"Transfer Premium” means (a) ," as that term is defined in the case of an assignmentthis Section 14.3, any consideration (including payment the Leasehold Improvements) paid by the assignee for such assignment, less any reasonable and customary expenses directly incurred received by Tenant on account of from such assignmentTransferee. "TRANSFER PREMIUM" shall mean all rent, including brokerage fees, legal fees, and Landlord’s review fee; (b) in the case of a sublease, license additional rent or other occupancy agreement, for each month consideration payable by such Transferee in connection with the Transfer in excess of the term of such agreement, the amount by which all rent Rent and other consideration paid by the transferee to Tenant pursuant to such agreement (less all reasonable and customary expenses directly incurred by Tenant on account of such agreement, including brokerage fees, legal fees, construction costs and Landlord’s review fee, as amortized on a monthly, straight-line basis over the term of such agreement) exceeds the Monthly Additional Rent payable by Tenant hereunder with respect under this Lease during the term of the Transfer on a per rentable square foot basis if less than all of the Premises is transferred, after deducting the reasonable expenses incurred by Tenant for (i) any changes, alterations and improvements to the Contemplated Transfer Space; Premises in connection with the Transfer, (ii) any free base rent reasonably provided to the Transferee, and (ciii) any brokerage commissions, and (iv) reasonable attorneys' fees in connection with the case of a Change of ControlTransfer (collectively, any "TENANT'S SUBLEASING COSTS"). "Transfer Premium" shall also include, but not be limited to, key money, bonus money or other cash consideration (including payment for Leasehold Improvements) paid by Transferee to Tenant as consideration for such Transfer and which consideration is in excess of fair market value for services rendered by Tenant to Transferee or for assets, fixtures, inventory, equipment, or furniture transferred by Tenant to Transferee in connection with such Transfer. The determination of the new controlling party(ies) to the prior controlling party(ies) on account of this Lease, less Landlord’s review fee and, to the extent reasonably allocable to this Lease, any other reasonable and customary expenses directly incurred by such prior controlling party(ies) on account of such Change of Control. Payment amount of Landlord’s 's applicable share of the Transfer Premium shall be made on a monthly basis as rent or other consideration is received by Tenant under the Transfer. For purposes of calculating the Transfer Premium on a monthly basis, (xi) Tenant's Subleasing Costs shall be deemed to be expended by Tenant in equal monthly amounts over the case entire term of an assignment or a Change of Control, within 10 days after Tenant or the prior controlling party(ies), as the case may be, receive(sTransfer and (ii) the Rent paid for the Subject Space by Tenant shall be computed after adjusting such rent to the actual effective rent to be paid, taking into consideration described aboveany and all leasehold concessions granted in connection therewith, including, but not limited to, any rent credit and (y) in tenant improvement allowance. For purposes of calculating any such effective rent all such concessions shall be amortized on a straight-line basis over the case of a sublease, license or other occupancy agreement, for each month of the term of such agreement, within five (5) business days after Tenant receives the rent and other consideration described aboverelevant term.

Transfer Premium. If Landlord consents to a Transfer, as a condition thereto which the parties hereby agree is reasonable, Tenant shall pay to Landlord an amount equal to fifty percent (50% %) of any “Transfer Premium (Premium,” as that term is defined below)in this Section 14.3, actually received by Tenant from such Transferee. As used herein, “Transfer Premium” means shall mean all rent, additional rent or other consideration payable by such Transferee in connection with the Transfer (aas opposed to the sale of Tenant’s business) in the case of an assignment, any consideration (including payment the Leasehold Improvements) paid by the assignee for such assignment, less any reasonable and customary expenses directly incurred by Tenant on account of such assignment, including brokerage fees, legal fees, and Landlord’s review fee; (b) in the case of a sublease, license or other occupancy agreement, for each month excess of the term of such agreement, the amount by which all rent Rent and other consideration paid by the transferee to Tenant pursuant to such agreement (less all reasonable and customary expenses directly incurred by Tenant on account of such agreement, including brokerage fees, legal fees, construction costs and Landlord’s review fee, as amortized on a monthly, straight-line basis over the term of such agreement) exceeds the Monthly Additional Rent payable by Tenant hereunder with respect under this Lease on a per rentable square foot basis if less than all of the Premises is transferred, after deducting the reasonable expenses incurred by Tenant for (i) any changes, alterations and improvements to the Contemplated Premises in connection with the Transfer, (ii) any brokerage commissions in connection with the Transfer Space(iii) any free rent reasonably provided to the Transferee, (iv) any marketing fees in connection with the Transfer, (iv) any key money, bonus money or other cash consideration paid by Tenant to Transferee for furniture, fixtures, equipment and/or similar items; (v) any attorney fees or fees paid to Landlord actually incurred by Tenant in connection with such Transfer; (vi) any lease takeover incurred by Tenant in connection with the Transfer; (vii) out-of-pocket costs of advertising the space subject to the Transfer, and (cviii) in the case of a Change of Controlany improvement allowance or other economic concessions (space planning allowance, any consideration (including payment for Leasehold Improvementsmoving expenses, etc.) paid by the new controlling party(ies) Tenant to Transferee in connection with such Transfer. “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 (as opposed to the prior controlling party(ies) on account sale of this LeaseTenant’s business), less Landlord’s review fee andand any payment in excess of fair market value for services rendered by Tenant to Transferee or for assets, fixtures, inventory, equipment, or furniture transferred by Tenant to Transferee in connection with such Transfer. The determination of the extent reasonably allocable to this Lease, any other reasonable and customary expenses directly incurred by such prior controlling party(ies) on account of such Change of Control. Payment amount of Landlord’s applicable share of the Transfer Premium shall be made on a monthly basis as rent or other consideration is received by Tenant under the Transfer. Notwithstanding anything contained herein to the contrary, under no circumstances shall Landlord be paid any Transfer Premium until Tenant has recovered all applicable Tenant’s Subleasing Costs for each applicable Transferred Space, it being understood that if in any year the gross revenues, less the deductions set forth and included in Tenant’s Subleasing Costs, are less than any and all costs actually paid in assigning or subletting the affected space (x) in the case of an assignment or a Change of Control, within 10 days after Tenant or the prior controlling party(iescollectively “Transaction Costs”), as the case may be, receive(s) the consideration described above, and (y) in the case of a sublease, license or other occupancy agreement, for each month amount of the term of such agreement, within five (5) business days after Tenant receives excess Transaction Costs shall be carried over to the rent next year and other consideration described abovethen deducted from net revenues with the procedure repeated until a Transfer Premium is achieved.

Transfer Premium. If Landlord consents to a Transfer, Tenant shall pay Landlord an amount equal to Landlord, fifty percent (50% %) of any Transfer Premium derived by Tenant from such Transfer. The term “Transfer Premium” means all rent, additional rent or other consideration paid by such Transferee (defined belowincluding, but not limited to, payments in excess of fair market value for Tenant’s assets, trade fixtures, equipment and other personal property) for the Subject Space in excess of the Rent payable by Tenant under this Lease (on a monthly basis during the Term, and on a per rentable square foot basis, if less than all of the Premises is Transferred), after deducting Permitted Transfer Costs. As used herein, “Permitted Transfer PremiumCosts” means the actual costs incurred and paid by Tenant for (ai) any leasing commissions (not to exceed commissions typically paid in the San Francisco office market at the time of such Transfer), (ii) reasonable legal fees and expenses in connection with the Transfer, (iii) any Alterations to the Subject Space made by Tenant in connection with the Transfer and any free rent, and (iv) marketing expenses and any other reasonable out-of-pocket expenses reasonably incurred by Tenant in connection with the Transfer, provided that Tenant shall furnish Landlord with copies of bills or other documentation substantiating such costs. For purposes of calculating the Transfer Premium when the Transfer Premium is not paid to Tenant in a lump sum, all Permitted Transfer Costs shall be amortized on a straight-line basis, without interest, over the relevant term of the Transfer. If part of the consideration for such Transfer shall be payable other than in cash, Landlord's share of such non-cash consideration shall be in such form as is reasonably satisfactory to Landlord. If Tenant shall enter into multiple Transfers, Transfer Premium payable to Landlord shall be calculated independently with respect to each Transfer Payment of the Transfer Premium payable to Landlord hereunder shall be made (1) in the case of an assignmenta Transfer other than a sublease, any within ten (10) days after Tenant or the prior owners of Tenant, as the case may be, receive(s) the consideration (including payment the Leasehold Improvements) paid by the assignee for such assignment, less any reasonable and customary expenses directly incurred by Tenant on account of such assignment, including brokerage fees, legal feesdescribed above, and Landlord’s review fee; (b2) in the case of a sublease, license or other occupancy agreement, for on the first day of each month of during the term of such agreement, the Transferee shall pay directly to Landlord fifty percent (50%) of the amount by which all the rent, additional rent and other consideration paid by due from the transferee Transferee to Tenant pursuant to under such agreement lease for such month (less all reasonable and customary expenses directly incurred by Tenant on account of such agreement, including brokerage fees, legal fees, construction costs and Landlord’s review feeany Permitted Transfer Costs, as amortized on a monthly, straight-line basis over the term of such agreement) exceeds the Monthly Rent payable by Tenant hereunder under this Lease with respect to the Contemplated Transfer Space; and Subject Space for such month (c) in the case of calculated on a Change of Control, any consideration (including payment for Leasehold Improvements) paid by the new controlling party(ies) to the prior controlling party(ies) on account of this Lease, less Landlord’s review fee and, to the extent reasonably allocable to this Lease, any other reasonable and customary expenses directly incurred by such prior controlling party(ies) on account of such Change of Controlper rentable square foot basis). Payment of Landlord’s share of the Transfer Premium shall be made (x) in In the case of an assignment assignment, Tenant and the assignee shall be jointly and severally liable for payment of any Transfer Premium. Tenant shall furnish upon Landlord’s request, a complete statement, certified by an independent certified public accountant, or a Change Tenant’s chief financial officer, setting forth in detail the computation of Control, within 10 days after any Transfer Premium Tenant or the prior controlling party(ies), as the case may be, receive(s) the consideration described above, has derived and (y) in the case of a sublease, license or other occupancy agreement, for each month of the term of will derive from such agreement, within five (5) business days after Tenant receives the rent and other consideration described aboveTransfer.

Transfer Premium. If Landlord consents to a Transfer, Tenant shall pay Landlord an amount equal to 50% of any Transfer Premium (defined below). As used herein, “Transfer Premium” means (a) in the case of an assignment, any consideration (including payment the for Leasehold Improvements) paid by the assignee for such assignment, less any reasonable and customary expenses directly incurred by Tenant on account of such assignment, including brokerage fees, legal fees, and Landlord’s review fee; (b) in the case of a sublease, license or other occupancy agreement, for each month of the term of such agreement, the amount by which all rent and other consideration paid by the transferee to Tenant pursuant to such agreement (less all reasonable and customary expenses directly incurred by Tenant on account of such agreement, including brokerage fees, legal fees, construction costs and Landlord’s review fee, as amortized on a monthly, straight-line basis over the term of such agreement) exceeds the Monthly Rent payable by Tenant hereunder with respect to the Contemplated Transfer Space; and (c) in the case of a Change of Control, any consideration (including payment for Leasehold Improvements) paid by the new controlling party(ies) to the prior controlling party(ies) on account of this Lease, less Landlord’s review fee and, to the extent reasonably allocable to this Lease, any other reasonable and customary expenses directly incurred by such prior controlling party(ies) on account of such Change of Control. Payment of Landlord’s share of the Transfer Premium shall be made (x) in the case of an assignment or a Change of Control, within 10 days after Tenant or the prior controlling party(ies), as the case may be, receive(s) the consideration described above, and (y) in the case of a sublease, license or other occupancy agreement, for each month of the term of such agreement, within five (5) business days after Tenant receives the rent and other consideration described above. Notwithstanding any contrary provision of this Section 14.3, Tenant shall not be required to pay Landlord any portion of any Transfer Premium arising from any Change of Control that occurs for a good faith operating business purpose and not in order to evade the requirements of this Section 14.3.

Transfer Premium. If Landlord consents to a Transfer, Tenant shall pay Landlord an amount equal to fifty percent (50% %) of any Transfer Premium (defined below). As used herein, “Transfer Premium” means (a) in the case of an assignment, any consideration (including payment the for Leasehold Improvements) paid by the assignee for such assignment, less any reasonable and customary expenses directly incurred by Tenant on account of such assignment, including brokerage fees, legal fees, and Landlord’s review fee; (b) in the case of a sublease, license or other occupancy agreement, for each month of the term of such agreement, the amount by which all rent and other consideration paid by the transferee to Tenant pursuant to such agreement (less all reasonable and customary expenses directly incurred by Tenant on account of such agreement, including brokerage fees, legal fees, construction costs and Landlord’s review fee, as amortized on a monthly, straight-line basis over the term of such agreement) exceeds the Monthly Rent payable by Tenant hereunder with respect to the Contemplated Transfer Space; and (c) in the case of a Change of Control, any consideration (including payment for Leasehold Improvements) paid by the new controlling party(ies) to the prior controlling party(ies) on account of this Lease, less Landlord’s review fee and, to the extent reasonably allocable to this Lease, any other reasonable and customary expenses directly incurred by such prior controlling party(ies) on account of such Change of Control. Payment of Landlord’s share of the Transfer Premium shall be made (x) in the case of an assignment or a Change of Control, within 10 thirty (30) days after Tenant or the prior controlling party(ies), as the case may be, receive(s) the consideration described above, and (y) in the case of a sublease, license or other occupancy agreement, for each month of the term of such agreement, within five (5) business days after Tenant receives the rent and other consideration described above.

Transfer Premium. If Except with respect to a Change of Control, a Permitted Transfer or any other Transfer not requiring Landlord’s prior written consent, if Landlord consents to a Transfer, Tenant shall pay Landlord an amount equal to 50% of any Transfer Premium (defined below). As used herein, “Transfer Premium” means (a) in the case of an assignment, any consideration (including payment the for Leasehold Improvements) paid by the assignee for such assignment, less any reasonable and customary expenses directly incurred by Tenant on account of such assignment, including brokerage fees, legal fees, and Landlord’s review fee; or (b) in the case of a sublease, license or other occupancy agreement, for each month of the term of such agreement, the amount by which all rent and other consideration paid by the transferee to Tenant pursuant to such agreement (less all reasonable and customary expenses directly incurred by Tenant on account of such agreement, including brokerage fees, legal fees, construction costs and Landlord’s review fee) exceeds the Monthly Rent payable by Tenant hereunder with respect to the Contemplated Transfer Space for the term of such agreement. Payment of Landlord’s share of the Transfer Premium shall be made (x) in the case of an assignment, within 10 days after Tenant or the prior controlling party(ies), as the case may be, receive(s) the consideration described above, and (y) in the case of a sublease, license or other occupancy agreement, on the first day of each month during the term of such agreement, in the amount of 50% of the amount by which the rent and other consideration paid by the transferee to Tenant under such agreement for such month (less all reasonable and customary expenses directly incurred by Tenant on account of such agreement, including brokerage fees, legal fees, construction costs and Landlord’s review fee, as amortized on a monthly, straight-line basis over the term of such agreement) exceeds the Monthly Rent payable by Tenant hereunder with respect to the Contemplated Transfer Space; and (c) in the case of a Change of Control, any consideration (including payment Space for Leasehold Improvements) paid by the new controlling party(ies) to the prior controlling party(ies) on account of this Lease, less Landlord’s review fee and, to the extent reasonably allocable to this Lease, any other reasonable and customary expenses directly incurred by such prior controlling party(ies) on account of such Change of Control. Payment of Landlord’s share of the Transfer Premium shall be made (x) in the case of an assignment or a Change of Control, within 10 days after Tenant or the prior controlling party(ies), as the case may be, receive(s) the consideration described above, and (y) in the case of a sublease, license or other occupancy agreement, for each month of the term of such agreement, within five (5) business days after Tenant receives the rent and other consideration described abovemonth.

Transfer Premium. If Landlord consents to a Transfer, as a condition ---------------- thereto which the parties hereby agree is reasonable, Tenant shall pay to Landlord an amount equal to fifty percent (50% %) of any Transfer Premium (defined below). As used herein, “"Transfer Premium” means (a) ," as that term is defined in the case of an assignmentthis Section 14.3, any consideration (including payment the Leasehold Improvements) paid by the assignee for such assignment, less any reasonable and customary expenses directly incurred received by Tenant on account of from such assignmentTransferee. "Transfer Premium" shall mean all rent, including brokerage fees, legal fees, and Landlord’s review fee; (b) in the case of a sublease, license additional rent or other occupancy agreement, for each month consideration payable by such Transferee in connection with the Transfer in excess of the term of such agreement, the amount by which all rent Rent and other consideration paid by the transferee to Tenant pursuant to such agreement (less all reasonable and customary expenses directly incurred by Tenant on account of such agreement, including brokerage fees, legal fees, construction costs and Landlord’s review fee, as amortized on a monthly, straight-line basis over the term of such agreement) exceeds the Monthly Additional Rent payable by Tenant hereunder with respect under this Lease during the term of the Transfer on a per rentable square foot basis if less than all of the Premises is transferred, after deducting the reasonable expenses incurred by Tenant for (i) any changes, alterations and improvements to the Contemplated Transfer Space; Premises in connection with the Transfer, (ii) any free base rent reasonably provided to the Transferee in connection with the Transfer, and (ciii) any brokerage commissions in connection with the case of a Change of ControlTransfer (collectively, any "Tenant's Subleasing Costs"). "Transfer Premium" shall also include, but not be limited to, key money, bonus money or other cash consideration (including payment for Leasehold Improvements) paid by Transferee to Tenant in connection with such Transfer, and any payment in excess of fair market value for services rendered by Tenant to Transferee or for assets, fixtures, inventory, equipment, or furniture transferred by Tenant to Transferee in connection with such Transfer. The determination of the new controlling party(ies) to the prior controlling party(ies) on account of this Lease, less Landlord’s review fee and, to the extent reasonably allocable to this Lease, any other reasonable and customary expenses directly incurred by such prior controlling party(ies) on account of such Change of Control. Payment amount of Landlord’s 's applicable share of the Transfer Premium shall be made on a monthly basis as rent or other consideration is received by Tenant under the Transfer. For purposes of calculating the Transfer Premium on a monthly basis, (xi) Tenant's Subleasing Costs shall be deemed to be expended by Tenant in equal monthly amounts over the case entire term of an assignment or a Change of Control, within 10 days after Tenant or the prior controlling party(ies), as the case may be, receive(sTransfer and (ii) the Rent paid for the Subject Space by Tenant shall be computed after adjusting such rent to the actual effective rent to be paid, taking into consideration described aboveany and all leasehold concessions granted in connection therewith, including, but not limited to, any rent credit and (y) in tenant improvement allowance. For purposes of calculating any such effective rent all such concessions shall be amortized on a straight-line basis over the case of a sublease, license or other occupancy agreement, for each month of the term of such agreement, within five (5) business days after Tenant receives the rent and other consideration described aboverelevant term.

Transfer Premium. If Landlord consents to any Transfer (other than a Permitted Transfer), Tenant, contemporaneously with Tenant’s delivery of a fully executed duplicate original of the document or documents effecting such Transfer, shall deliver to Landlord a certification (the “Transfer Premium Certificate”) of the amount of any consideration to be received by Tenant that is attributable to such Transfer. Except in the case of a Permitted Transfer, Tenant shall pay to Landlord an amount equal to fifty percent (50% %) of any Net Transfer Premium (defined belowas hereinafter defined) within thirty (30) days after same is received and collected by Tenant from time to time. As used herein, “Net Transfer Premium” shall mean, with respect to any Transfer, the amount of any consideration received from any Transferee in consideration for such Transfer less: (i) in the case of a subletting, all Rent payable under this Lease in respect of the Subject Space during the term of such sublease; and (ii) Transfer Costs (as hereinafter defined). As used herein, “Transfer PremiumCosts” means with respect to any Transfer shall mean: (a) in the case of an assignment, any consideration allowances or other economic concessions (including payment the Leasehold Improvements) paid by the assignee for such assignment, less any reasonable and customary expenses directly incurred by Tenant on account of such assignment, including brokerage fees, legal fees, and Landlord’s review feefree rent periods); (b) in costs of alterations made to the case Premises (including without limitation costs of a subleasedividing the Premises and creating common corridors); (c) brokerage commissions; (d) advertising and marketing costs; and (e) reasonable legal, license architectural, and engineering costs paid or other occupancy agreement, for each month of the term of such agreement, the amount by which all rent and other consideration paid by the transferee to Tenant pursuant to such agreement (less all reasonable and customary expenses directly incurred by Tenant on account of such agreement, including brokerage fees, legal fees, construction costs and Landlord’s review fee, as amortized on a monthly, straight-line basis over the term of such agreement) exceeds the Monthly Rent payable (whether incurred directly by Tenant hereunder with respect or reimbursed by Tenant to Landlord or other parties). If part of the Contemplated consideration for such Transfer Space; and (c) shall be payable other than in the case of a Change of Controlcash, any consideration (including payment for Leasehold Improvements) paid by the new controlling party(ies) to the prior controlling party(ies) on account of this Lease, less Landlord’s review fee and, to the extent reasonably allocable to this Lease, any other reasonable and customary expenses directly incurred by such prior controlling party(ies) on account of such Change of Control. Payment of Landlord’s share of the Transfer Premium such non-cash consideration shall be made (x) in the case of an assignment or a Change of Control, within 10 days after Tenant or the prior controlling party(ies), such form as the case may be, receive(s) the consideration described above, is reasonably satisfactory to Landlord and (y) in the case of a sublease, license or other occupancy agreement, for each month of the term of such agreement, within five (5) business days after Tenant receives the rent and other consideration described aboveto Tenant.

Transfer Premium. If Landlord consents to a Transfer, as a condition thereto which the parties hereby agree is reasonable, Tenant shall pay Landlord an amount equal to 50% a percentage of any Transfer Premium derived by Tenant from such Transfer in accordance with this Paragraph 12(d). The Transfer Premium (as defined below) derived from any Transfer shall be allocated between the parties as follows: during Lease Years 1 through 3, Tenant shall be entitled to seventy-five percent (75%) of the Transfer Premium, and Landlord shall be entitled to twenty-five percent (25%) of the Transfer Premium; commencing at the beginning of Lease Year 4 and continuing thereafter during the balance of the Lease Term, Landlord and Tenant shall each be entitled to fifty percent (50%) of the Transfer Premium, including with respect to Transfers that were entered into during Lease Years 1 through 3. Tenant agrees that the rental or other consideration payable by a subtenant shall remain constant or increase over the term of the sublease, and Tenant shall not manipulate such rental or other consideration to cause a higher Transfer Premium to be realized during Lease Years 1 through 3. "Transfer Premium" shall mean all rent, additional rent or other consideration paid by such Transferee (including, but not limited to, payments in excess of fair market value for Tenant's assets, trade fixtures, equipment and other personal property), in excess of the Rental payable by Tenant under this Lease (on a monthly basis during the Term, and on a per rentable square foot basis, if less than all of the Premises is transferred), after deducting Permitted Transfer Costs. As used herein, “"Permitted Transfer Premium” Costs" means (a) in the case of an assignment, any consideration (including payment the Leasehold Improvements) actual costs incurred and paid by the assignee Tenant for such assignment(i) any customary leasing commissions, less any reasonable and customary expenses directly incurred by Tenant on account of such assignment, including brokerage fees, legal marketing fees, and Landlord’s review fee; reasonable legal fees and expenses in connection with the Transfer and (bii) any Alterations to the Subject Space made by Tenant in connection with the case Transfer, provided that Tenant shall furnish Landlord with copies of a sublease, license bills or other occupancy agreement, for each month documentation substantiating such costs. For purposes of calculating the term of such agreement, Transfer Premium when the amount by which all rent and other consideration Transfer Premium is not paid by the transferee to Tenant pursuant to such agreement (less in a lump sum, all reasonable and customary expenses directly incurred by Tenant on account of such agreement, including brokerage fees, legal fees, construction costs and Landlord’s review fee, as Permitted Transfer Costs shall be amortized on a monthly, straight-line basis basis, without interest, over the relevant term of the Transfer. If part of the consideration for such agreement) exceeds Transfer shall be payable other than in cash, Landlord's share of such non-cash consideration shall be in such form as is reasonably satisfactory to Landlord. If Tenant shall enter into multiple Transfers, the Monthly Rent Transfer Premium payable by Tenant hereunder to Landlord shall be calculated independently with respect to the Contemplated Transfer Space; and (c) in the case of a Change of Control, any consideration (including payment for Leasehold Improvements) paid by the new controlling party(ies) to the prior controlling party(ies) on account of this Lease, less Landlord’s review fee and, to the extent reasonably allocable to this Lease, any other reasonable and customary expenses directly incurred by such prior controlling party(ies) on account of such Change of Controleach Transfer. Payment of Landlord’s share of the The Transfer Premium due Landlord hereunder shall be made paid within thirty (x30) in the case of an assignment or a Change of Control, within 10 days after Tenant or the prior controlling party(ies), as the case may be, receive(s) the consideration described above, and (y) in the case of a sublease, license or other occupancy agreement, for each month of the term of such agreement, within five (5) business days after Tenant receives any Transfer Premium from the rent Transferee. Landlord or its authorized representatives shall have the right at all reasonable times to audit the books, records and other consideration described abovepapers of Tenant relating to any Transfer, and shall have the right to make copies thereof. If the Transfer Premium respecting any Transfer shall be found to be understated, Tenant shall within thirty (30) days after demand pay the deficiency, and if understated by more than five percent (5%), Tenant shall pay Landlord's costs of such audit.

Transfer Premium. If Landlord consents to a Transfer, Tenant shall pay Landlord an amount equal to 50% of any Transfer Premium (defined below). As used herein, “Transfer Premium” means (a) in the case of an assignment, any consideration (including payment the for Leasehold Improvements) paid by the assignee for such assignment, less any reasonable and customary expenses directly incurred by Tenant on account of such assignment, including brokerage fees, legal fees, and Landlord’s review fee; (b) in the case of a sublease, license or other occupancy agreement, for each month of the term of such agreement, the amount by which all rent and other consideration paid by the transferee to Tenant pursuant to such agreement (less all reasonable and customary expenses directly incurred by Tenant on account of such agreement, including brokerage fees, legal fees, construction costs and Landlord’s review fee, as amortized on a monthly, straight-line basis over the term of such agreement) exceeds the Monthly Rent payable by Tenant hereunder with respect to the Contemplated Transfer SpaceSpace for the term of such agreement; and (c) in the case of a Change of Control, any consideration (including payment for Leasehold Improvements) paid by the new controlling party(ies) to the prior controlling party(ies) on account of this Lease, less Landlord’s review fee and, to the extent reasonably allocable to this Lease, any other reasonable and customary expenses directly incurred by such prior controlling party(ies) on account of such Change of Control. Payment of Landlord’s share of the Transfer Premium shall be made (x) in the case of an assignment or a Change of Control, within 10 days after Tenant or the prior controlling party(ies), as the case may be, receive(s) the consideration described above, and (y) in the case of a sublease, license or other occupancy agreement, for on the first day of each month of during the term of such agreement, within five (5) business days after Tenant receives in the amount of 50% of the amount by which the rent and other consideration described abovepaid by the transferee to Tenant under such agreement for such month (less all reasonable and customary expenses directly incurred by Tenant on account of such agreement, including brokerage fees, legal fees, construction costs and Landlord’s review fee, as amortized on a monthly, straight-line basis over the term of such agreement) exceeds the Monthly Rent payable by Tenant hereunder with respect to the Contemplated Transfer Space for such month.

Transfer Premium. If Landlord consents to a Transfer, as a condition thereto which the parties hereby agree is reasonable, Tenant shall pay to Landlord an amount equal to fifty percent (50% %) of any Transfer Premium (defined below). As used herein, “"Transfer Premium” means , " as that term is defined in this Section 14 . 3, received by Tenant from such Transferee. "Transfer Premium" shall mean all rent, additional rent or other consideration payable by such Transferee in excess of the Rent and Additional Rent payable by Tenant under the Lease, on a per rentable square foot basis if less than all of the Premises is transferred, after deducting the reasonable expenses incurred by Tenant for (a) in the case Base Rent and the amount of an assignment, any consideration (including payment the Leasehold Improvements) Tenant's Share of Direct Expenses paid by the assignee for such assignment, less any reasonable and customary expenses directly incurred to Landlord by Tenant on account during the period of such assignment, including brokerage fees, legal fees, and Landlord’s review feethe sublease term or during the assignment with respect to the Subject Space; (b) the Base Rent and the amount of Tenant's Share of Direct Expenses as to the Subject Space paid to Landlord by Tenant for the period commencing on the later of (i) the date the space was listed with a broker for assignment or subletting purposes or (ii) the date the Subject Space had been vacated by Tenant and continuing until the date the assignee or sublessee was to pay rent under the assignment or sublease; (c) any improvement allowance or other economic concession (planning allowance, moving expenses, etc.) paid by Tenant to sublessee or assignee; (d) brokers' commissions; (e) attorneys' fees; (f) lease takeover payments; and (g) costs of advertising the space for sublease or assignment. "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 Transferee or for assets, fixtures, inventory, equipment, or furniture transferred by Tenant to Transferee in connection with such Transfer; provided, however, that "Transfer Premium" shall not include any amount received by Tenant for the sale of its business or any portion thereof as distinguished from amounts received by Tenant for its leasehold interest in the case of a sublease, license or other occupancy agreement, for each month Lease. In the calculations of the term of such agreementRent (as it relates to the Transfer Premium calculated under this Section 14.3), the amount by which 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 other consideration paid by the transferee to Tenant pursuant to tenant improvement allowance. For purposes of calculating any such agreement (less effective rent, all reasonable and customary expenses directly incurred by Tenant on account of such agreement, including brokerage fees, legal fees, construction costs and Landlord’s review fee, as concessions shall be amortized on a monthly, straight-line basis over the term of such agreement) exceeds the Monthly Rent payable by Tenant hereunder with respect to the Contemplated Transfer Space; and (c) in the case of a Change of Control, any consideration (including payment for Leasehold Improvements) paid by the new controlling party(ies) to the prior controlling party(ies) on account of this Lease, less Landlord’s review fee and, to the extent reasonably allocable to this Lease, any other reasonable and customary expenses directly incurred by such prior controlling party(ies) on account of such Change of Control. Payment of Landlord’s share of the Transfer Premium shall be made (x) in the case of an assignment or a Change of Control, within 10 days after Tenant or the prior controlling party(ies), as the case may be, receive(s) the consideration described above, and (y) in the case of a sublease, license or other occupancy agreement, for each month of the term of such agreement, within five (5) business days after Tenant receives the rent and other consideration described aboverelevant term.

Transfer Premium. If Landlord consents to a Transfer, as a condition thereto which the parties hereby agree is reasonable, Tenant shall pay to Landlord an amount equal to fifty percent (50% %) of any Transfer Premium (defined below)received by Tenant from such Transferee. As used herein, “"Transfer Premium” means " shall mean all rent, additional rent or other consideration payable by such Transferee in connection with the Transfer in excess of the Rent and Additional Rent payable by Tenant under this Lease during the term of the Transfer on a per rentable square foot basis if less than all of the Premises is transferred, after deducting the reasonable expenses (athe "Transfer Costs") in the case of an assignment, any consideration (including payment the Leasehold Improvements) paid by the assignee for such assignment, less any reasonable and customary expenses directly incurred by Tenant on account of such assignmentfor (i) any changes, including alterations and improvements to the Premises in connection with the Transfer, (ii) any free base rent reasonably provided to the Transferee, (iii) any reasonable brokerage feescommissions and attorneys fees incurred in connection with the Transfer, legal fees(iv) marketing costs; (v) attorneys' fees paid by Tenant to Landlord in connection with the Transfer, (vi) tenant improvement allowances granted in connection with the Transfer, (vii) free rent and concessions granted to the Transferee, and Landlord’s review fee; (bviii) in the case amount of Base Rent and Additional Rent paid by Tenant to Landlord with respect to the Subject Space during the period commencing on the later of (A) the date Tenant contracts with a subleasereputable broker to market the Subject Space, license or other occupancy agreementand (B) the date Tenant vacates the Subject Space, for each month until the commencement of the term of such agreementthe Transfer. The Transfer Costs shall also be deemed to include the value of any permanently affixed improvements in the Subject Space which were paid for by Tenant (specifically excluding any improvements in the Subject Space funded by Landlord as part of the Tenant Improvement Allowance). "Transfer Premium" shall also include, the amount by which all rent and but not be limited to, key money, bonus money or other cash consideration paid by the transferee Transferee to Tenant in connection with such Transfer, and any payment in excess of fair market value for services rendered by Tenant to Transferee or for assets, fixtures, inventory, equipment, or furniture transferred by Tenant to Transferee in connection with such Transfer. Tenant shall not artificially structure any Transfer as a subterfuge in order to intentionally circumvent the provisions of this Section 14.3. Tenant shall be required to pay Landlord its portion of any Transfer Premium on a monthly basis when received by Tenant, provided that Tenant shall be entitled to recover all of its Transfer Costs prior to owing to Landlord any Transfer Premium pursuant to such agreement (less all reasonable and customary expenses directly incurred by Tenant on account of such agreement, including brokerage fees, legal fees, construction costs and Landlord’s review fee, as amortized on a monthly, straight-line basis over the term of such agreement) exceeds the Monthly Rent payable by Tenant hereunder with respect to the Contemplated Transfer Space; and (c) in the case of a Change of Control, any consideration (including payment for Leasehold Improvements) paid by the new controlling party(ies) to the prior controlling party(ies) on account terms of this Lease, less Landlord’s review fee and, to the extent reasonably allocable to this Lease, any other reasonable and customary expenses directly incurred by such prior controlling party(ies) on account of such Change of Control. Payment of Landlord’s share of the Transfer Premium shall be made (x) in the case of an assignment or a Change of Control, within 10 days after Tenant or the prior controlling party(ies), as the case may be, receive(s) the consideration described above, and (y) in the case of a sublease, license or other occupancy agreement, for each month of the term of such agreement, within five (5) business days after Tenant receives the rent and other consideration described aboveSection 14.3.

Transfer Premium. If Landlord consents to a Transfer, as a condition thereto which the parties hereby agree is reasonable, Tenant shall pay to Landlord an amount equal fifty percent (50%) of any “Transfer Premium,” as that term is defined in this Section 14.3, received by Tenant from such Transferee; provided, however, that Tenant shall not be required to 50% of pay to Landlord any Transfer Premium (until such time as Tenant has recovered from payments or other consideration made by the Transferee in consideration of the Transfer all applicable “Tenant’s Subleasing Costs,” as that term is defined below)in this Section 14.3. As used herein, “Transfer Premium” means shall mean all rent, additional rent or other consideration payable by such Transferee for all or any applicable portion of the Premises in connection with the Transfer in excess of the Rent and Additional Rent payable (ain lieu of or in addition to rent) in by Tenant under this Lease during the case term of an assignmentthe Transfer on a per rentable square foot basis if less than all of the Premises is transferred, any consideration (including payment after deducting the Leasehold Improvements) paid by the assignee for such assignment, less any reasonable and customary expenses directly incurred by Tenant on account of such assignmentfor (i) any changes, including brokerage fees, legal fees, alterations and Landlord’s review feeimprovements to the Premises in connection with the Transfer; (bii) any free base rent reasonably provided to the Transferee; (iii) any brokerage commissions and/or marketing fees in connection with the case of a subleaseTransfer; (iv) any key money, license bonus money or other occupancy agreementcash consideration paid by Tenant to Transferee for furniture, for each month fixtures, equipment and/or similar items; (v) any attorneys’ fees actually incurred by Tenant in connection with such Transfer; (vi) the aggregate amount of Base Rent and Additional Rent paid by Tenant during the period prior to the commencement of the term of the Transfer during which Tenant does not occupy the Subject Space, commencing on and after the “Downtime Start Date” (as defined below); (vii) any lease takeover incurred by Tenant in connection with the Transfer for all or any applicable portion of the Premises; and (viii) out-of-pocket costs of advertising the space subject to the Transfer (collectively, “Subleasing Costs”). The “Downtime Start Date” shall mean the later of (A) the date which Tenant vacates and does not reoccupy the Subject Space and delivers notice of the same to Landlord, and (B) the date Tenant enters into a listing agreement for the Subject Space with a reputable broker, and provides Landlord with notice thereof. “Transfer Premium” shall also include, but not be limited to, key money, bonus money or other cash consideration paid by Transferee to Tenant in connection with such agreementTransfer, and any payment in excess of fair market value for services rendered by Tenant to Transferee or for assets, fixtures, inventory, equipment, or furniture transferred by Tenant to Transferee in connection with such Transfer for all or any applicable portion of the Premises; provided, however, under no circumstances shall Landlord be paid any Transfer Premium until Tenant has recovered all applicable Tenant’s Subleasing Costs for each applicable Transferred Space, it being understood that if in any year the gross revenues, less the deductions set forth and included in Tenant’s Subleasing Costs, are less than any and all costs actually paid in assigning or subletting the affected space (collectively “Transaction Costs”), the amount by which all rent and other consideration paid by of the transferee to Tenant pursuant to such agreement (less all reasonable and customary expenses directly incurred by Tenant on account of such agreement, including brokerage fees, legal fees, construction costs and Landlord’s review fee, as amortized on a monthly, straight-line basis excess Transaction Costs shall be carried over the term of such agreement) exceeds the Monthly Rent payable by Tenant hereunder with respect to the Contemplated Transfer Space; next year and (c) in then deducted from net revenues with the case of procedure repeated until a Change of Control, any consideration (including payment for Leasehold Improvements) paid by the new controlling party(ies) to the prior controlling party(ies) on account of this Lease, less Landlord’s review fee and, to the extent reasonably allocable to this Lease, any other reasonable and customary expenses directly incurred by such prior controlling party(ies) on account of such Change of Control. Payment of Landlord’s share of the Transfer Premium shall be made (x) in the case of an assignment or a Change of Control, within 10 days after Tenant or the prior controlling party(ies), as the case may be, receive(s) the consideration described above, and (y) in the case of a sublease, license or other occupancy agreement, for each month of the term of such agreement, within five (5) business days after Tenant receives the rent and other consideration described aboveis achieved.

Transfer Premium. If Landlord consents to a Transfer, as a condition thereto which the parties hereby agree is reasonable, Tenant shall pay to Landlord an amount equal to fifty percent (50% %) of any Transfer Premium ("TRANSFER PREMIUM," as that term is defined below)in this Section 14.3, actually received by Tenant from such Transferee. As used herein, “"Transfer Premium” means " shall mean all rent, additional rent or other consideration payable (ain lieu of or in addition to rent) by such Transferee in connection with the Transfer (as opposed to the sale of the business) in excess of the case Rent and Additional Rent payable by Tenant under this Lease during the term of an assignmentthe Transfer (including, in such calculation, payments made by Tenant under the Promissory Note), on a per rentable square foot basis if less than all of the Premises is transferred, after deducting the reasonable expenses incurred by Tenant in connection with such Transfer for (i) any consideration improvement allowance or other economic concessions (including payment the Leasehold Improvementsspace planning allowance, moving expenses, etc.) paid by Tenant to Transferee in connection with such Transfer, including any unamortized value of tenant improvements in excess of Thirty Dollars ($30.00) and up to Sixty Dollars ($60.00) per rentable square foot in the assignee Transferred Space paid for such assignment, less by Tenant (and not paid or otherwise reimbursed from Landlord's Loan and/or Landlord's Additional Loan); (ii) any reasonable and customary expenses directly brokerage commission incurred by Tenant on account in connection with the Transfer, (iii) reasonable attorneys' fees incurred by Tenant (including attorneys' fees paid to Landlord) in connection with the Transfer, (iv) any costs to buy-out or takeover the previous lease of such assignment, including brokerage fees, legal fees, and Landlord’s review feea Transferee; (bv) in out-of-pocket costs of advertising the case space that is the subject of a sublease, license or other occupancy agreement, for each month the Transfer and (vi) the aggregate amount of Base Rent and Additional Rent paid by Tenant during the period prior to the commencement of the term of the transfer during which Tenant does not occupy the subject space, commencing on and after the Downtime State Date (as defined below) (collectively, "SUBLEASING COSTS"). The "DOWNTIME START DATE" shall mean the later of (A) the date which Tenant vacates and does not reoccupy the subject space and delivers Notice of the same to Landlord, and (B) the date Tenant enters into a listing agreement for the subject space with a reputable broker, and provides Landlord with Notice thereof; provided, however, in no event will Subleasing Costs for space not yet occupied by Tenant (and not occupied by Tenant merely as a subterfuge of this provision) include any Base Rent and Additional Rent paid by Tenant to Landlord for a period of time in excess of six (6) months. "Transfer Premium" shall also include, but not be limited to, key money and bonus money or other cash consideration for rent or in lieu of rent paid by Transferee to Tenant in connection with such agreementTransfer (as opposed to the sale of the business), and any payment in excess of fair market value for services rendered by Tenant to Transferee or for assets, fixtures, inventory, equipment, or furniture transferred by Tenant to Transferee in connection with such Transfer; provided, however, under no circumstances shall Landlord be paid any Transfer Premium until Tenant has recovered all Subleasing Costs for such Transferred Space, it being understood that if in any year the gross revenues, less the deductions set forth and included in Subleasing Costs, are less than any and all costs actually paid in assigning or subletting the affected space (collectively, "TRANSACTION COSTS"), the amount by which all rent and other consideration paid by of the transferee to Tenant pursuant to such agreement (less all reasonable and customary expenses directly incurred by Tenant on account of such agreement, including brokerage fees, legal fees, construction costs and Landlord’s review fee, as amortized on a monthly, straight-line basis excess Transaction Costs shall be carried over the term of such agreement) exceeds the Monthly Rent payable by Tenant hereunder with respect to the Contemplated Transfer Space; next year and (c) in then deducted from net revenues with the case of procedure repeated until a Change of Control, any consideration (including payment for Leasehold Improvements) paid by the new controlling party(ies) to the prior controlling party(ies) on account of this Lease, less Landlord’s review fee and, to the extent reasonably allocable to this Lease, any other reasonable and customary expenses directly incurred by such prior controlling party(ies) on account of such Change of Control. Payment of Landlord’s share of the Transfer Premium shall be made (x) in the case of an assignment or a Change of Control, within 10 days after Tenant or the prior controlling party(ies), as the case may be, receive(s) the consideration described above, and (y) in the case of a sublease, license or other occupancy agreement, for each month of the term of such agreement, within five (5) business days after Tenant receives the rent and other consideration described aboveis achieved.

Transfer Premium. If 14.3.1 With respect to any Transfer requiring Landlord’s consent, if Landlord consents to a Transfer, as a condition thereto which the parties hereby agree is reasonable, Tenant shall pay to Landlord an amount equal to 50% sixty percent (60%) of any “Transfer Premium (Premium,” as that term is defined below)in this Section 14.3, received by Tenant from such Transferee. As used herein, “Transfer Premium” means (ai)(a) in the case of an assignment, any consideration (including including, without limitation, payment the Leasehold Improvementsfor leasehold improvements) paid by the assignee for such assignment, less any reasonable and customary expenses directly incurred by Tenant on account of such assignment, including brokerage fees, legal fees, and Landlord’s review fee; (b) in the case of a subleaseany other Transfer, license all rent, additional rent or other occupancy agreement, for each month of the term of such agreement, the amount by which all rent and other consideration paid by the transferee Transferee to Tenant the Transferor pursuant to such agreement Transfer in excess of the base rent and additional rent payable by such Transferor during the term of the Transfer on a per rentable square foot basis, minus (less all ii) any brokerage commissions (not to exceed commissions typically paid in the market at the time of such subletting or assignment) and reasonable attorneys’ fees paid by Transferor in connection with the Transfer and customary expenses directly incurred reasonable costs of tenant improvements incorporated into the Premises and paid for by Tenant on account (whether directly or by an allowance) in connection with the Transfer (up to, in the case of such agreementtenant improvements, including brokerage feesa maximum of Two Dollars and Fifty Cents ($2.50) per rentable square foot in the Contemplated Transfer Space) (“Recoverable Expenses”). For purposes of calculating the Transfer Premium in connection with a sublease, legal feesthe Recoverable Expenses shall be deducted, construction costs and Landlord’s review feeon an amortized basis, as amortized on a monthlywithout interest, straight-line basis over the term of such agreement) exceeds the Monthly Rent payable by Tenant hereunder with respect to the Contemplated Transfer Space; and (c) in the case of a Change of Control, any consideration (including payment for Leasehold Improvements) paid by the new controlling party(ies) to the prior controlling party(ies) on account of this Lease, less Landlord’s review fee and, to the extent reasonably allocable to this Lease, any other reasonable and customary expenses directly incurred by such prior controlling party(ies) on account of such Change of Controlsublease. Payment of Landlord’s share the portion of the Transfer Premium due Landlord hereunder shall be a joint and several obligation of Tenant and the Transferee, and shall be made to Landlord as follows: (x1) in the case of an assignment or a Change assignment, the Transferor shall pay the portion of Control, the Transfer Premium to Landlord within 10 ten (10) days after Tenant or the prior controlling party(ies), as the case may be, receive(s) Transferor receives the consideration described in clause (i)(a) above, ; and (y2) in the case of a subleaseany other Transfer, license concurrent with the Transferee’s monthly payment of base rent, the Transferee shall pay directly to Landlord sixty percent (60%) of the amount by which the rent, additional rent or other occupancy agreement, consideration received from the Transferee for each such month of exceeds (x) the term of such agreement, within five (5) business days after Tenant receives the base rent and other consideration described aboveadditional rent payable by the applicable Transferor for said month which is allocable to the Contemplated Transfer Space, plus (y) the amortized amount of Recoverable Expenses allocated to such month, unless such Recoverable Expenses are waived by Transferor pursuant to Section 14.3.2 below.

Transfer Premium. 14.3.1 If Landlord consents to a Transfer, as a condition thereto which the parties hereby agree is reasonable, Tenant shall pay to Landlord an amount equal to 50% sixty percent (60%) of any “Transfer Premium (Premium,” as that term is defined below)in this Section 14.3, received by Tenant from such Transferee. As used herein, “Transfer Premium” means (ai)(a) in the case of an assignment, any consideration (including including, without limitation, payment the Leasehold Improvementsfor leasehold improvements) paid by the assignee for such assignment, less any reasonable and customary expenses directly incurred by Tenant on account of such assignment, including brokerage fees, legal fees, and Landlord’s review fee; (b) in the case of a subleaseany other Transfer, license all rent, additional rent or other occupancy agreement, for each month of the term of such agreement, the amount by which all rent and other consideration paid by the transferee Transferee to Tenant the Transferor pursuant to such agreement Transfer in excess of the base rent and additional rent payable by such Transferor during the term of the Transfer on a per rentable square foot basis, minus (less all reasonable and customary expenses directly incurred by Tenant on account ii) any brokerage commissions (not to exceed commissions typically paid in the market at the time of such agreementsubletting or assignment) and reasonable attorneys’ fees paid by Transferor in connection with the Transfer (“Recoverable Expenses”), including brokerage feesunless the deduction of such Recoverable Expenses is waived by Transferor pursuant to Section 14.3.2 below. For purposes of calculating the Transfer Premium in connection with a sublease, legal feesthe Recoverable Expenses shall be deducted, construction costs and Landlord’s review feeon an amortized basis, as amortized on a monthlywithout interest, straight-line basis over the term of such agreement) exceeds the Monthly Rent payable by Tenant hereunder with respect to the Contemplated Transfer Space; and (c) in the case of a Change of Control, any consideration (including payment for Leasehold Improvements) paid by the new controlling party(ies) to the prior controlling party(ies) on account of this Lease, less Landlord’s review fee and, to the extent reasonably allocable to this Lease, any other reasonable and customary expenses directly incurred by such prior controlling party(ies) on account of such Change of Controlsublease. Payment of Landlord’s share the portion of the Transfer Premium due Landlord hereunder shall be a joint and several obligation of Tenant and the Transferee, and shall be made to Landlord as follows: (x1) in the case of an assignment or a Change assignment, the Transferor shall pay the portion of Control, the Transfer Premium due to Landlord within 10 ten (10) days after Tenant or the prior controlling party(ies), as the case may be, receive(s) Transferor receives the consideration described in clause (i)(a) above, ; and (y2) in the case of a subleaseany other Transfer, license or other occupancy agreement, for on the first day of each month of during the term of the Transfer, the Transferee shall pay directly to Landlord sixty percent (60%) of the amount by which the rent, additional rent or other consideration due from the Transferee for such agreement, within five month exceeds (5x) business days after Tenant receives the base rent and other consideration described aboveadditional rent payable by the applicable Transferor for said month which is allocable to the Contemplated Transfer Space, plus (y) the amortized amount of Recoverable Expenses allocated to such month, unless such Recoverable Expenses are waived by Transferor pursuant to Section 14.3.2 below.

Transfer Premium. 1. If Landlord consents to a Transfer, Tenant as a condition thereto which the parties hereby agree is reasonable, Landlord shall pay Landlord an amount equal be entitled to 50% receive, as Additional Rent hereunder, seventy-five percent (75%) of any Transfer Premium (defined below)derived from such Transfer. As used herein, the term “Transfer Premium” means (a) in the case of an assignment, any consideration (including including, without limitation, payment the Leasehold Improvementsfor leasehold improvements) paid by the assignee for such assignment, less any reasonable and customary expenses directly incurred by Tenant on account of such assignment, including brokerage fees, legal fees, and Landlord’s review fee; (b) in the case of a subleaseany other Transfer, license all rent, additional rent or other occupancy agreement, for each month of the term of such agreement, the amount by which all rent and other consideration paid by the transferee Transferee to Tenant the Transferor pursuant to such agreement (less all reasonable Transfer in excess of the base rent and customary expenses directly incurred additional rent payable by Tenant on account such Transferor during the term of such agreement, including brokerage fees, legal fees, construction costs and Landlord’s review fee, as amortized the Transfer on a monthlyper rentable square foot basis, straight-line basis after deducting, on an amortized basis, without interest, over the term of the Transfer, any brokerage commissions (not to exceed commissions typically paid in the market at the time of such agreement) exceeds the Monthly Rent payable subletting or assignment), reasonable attorneys’ fees paid by Tenant hereunder in connection with respect to the Contemplated Transfer Space; and the reasonable costs of any tenant improvements (c) which in the case of a Change of Control, any consideration (including payment for Leasehold Improvementsno event shall exceed ten dollars per square foot) paid by Tenant in connection with the new controlling party(ies) to the prior controlling party(ies) on account of this Lease, less Landlord’s review fee and, to the extent reasonably allocable to this Lease, any other reasonable and customary expenses directly incurred by such prior controlling party(ies) on account of such Change of ControlTransfer (“Recoverable Expenses”). Payment of Landlord’s share the portion of the Transfer Premium due Landlord hereunder shall be a joint and several obligation of Tenant and the Transferee, and shall be made to Landlord as follows: (xi) in the case of an assignment or a Change assignment, the Transferor shall pay Landlord’s portion of Control, the Transfer Premium to Landlord within 10 ten (10) days after Tenant or the prior controlling party(ies), as Transferor receives the case may be, receive(s) the consideration described above, Transfer Premium; and (yii) in the case of a subleaseany other Transfer, license or other occupancy agreement, for on the first day of each month of during the term of the Transfer, the Transferee shall pay directly to Landlord seventy-five percent (75%) of the amount by which the rent, additional rent or other consideration due from the Transferee for such agreement, within five month exceeds (51) business days after Tenant receives the base rent and other consideration described aboveadditional rent payable by the applicable Transferor for said month which is allocable to the Transfer Premises, plus (2) the amortized amount of Recoverable Expenses allocated to such month. No Transfer Premium shall be payable to Landlord in connection with a Permitted Transfer.

Transfer Premium. If Landlord consents to a Transfer, as a condition thereto which the parties hereby agree is reasonable, Tenant shall pay to Landlord an 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 or other consideration payable by such Transferee in connection with the Transfer in excess of the Rent and Additional Rent payable by Tenant under this Lease during the term of the Transfer on a per rentable square foot basis if less than all of the Premises is transferred, after deducting the reasonable expenses (the "TRANSFER COSTS") incurred by Tenant for (i) any changes, alterations and improvements to the Premises in connection with the Transfer, (ii) any free base rent reasonably provided to the Transferee, (iii) any reasonable brokerage commissions and attorneys fees incurred in connection with the Transfer, (iv) marketing costs; (v) attorneys' fees paid by Tenant to Landlord in connection with the Transfer, (vi) tenant improvement allowances granted in connection with the Transfer, (vii) free rent and concessions granted to the Transferee, and (viii) the amount equal of Base Rent and Additional Rent paid by Tenant to 50% Landlord with respect to the Subject Space during the period commencing on the later of (A) the date Tenant contracts with a reputable broker to market the Subject Space, and (B) the date Tenant vacates the Subject Space, until the commencement of the term of the Transfer. The Transfer Costs shall also be deemed to include the value of any permanently affixed improvements in the Subject Space which were paid for by Tenant (specifically excluding any improvements in the Subject Space funded by Landlord as part of the Tenant Improvement Allowance). "Transfer Premium" shall also include, but not be limited to, key money, bonus money or other cash consideration paid by Transferee to Tenant in connection with such Transfer, and any payment in excess of fair market value for services rendered by Tenant to Transferee or for assets, fixtures, inventory, equipment, or furniture transferred by Tenant to Transferee in connection with such Transfer. Tenant shall not artificially structure any Transfer as a subterfuge in order to intentionally circumvent the provisions of this Section 14.3. Tenant shall be required to pay Landlord its portion of any Transfer Premium (defined below). As used hereinon a monthly basis when received by Tenant, “provided that Tenant shall be entitled to recover all of its Transfer Premium” means (a) in the case of an assignment, Costs prior to owing to Landlord any consideration (including payment the Leasehold Improvements) paid by the assignee for such assignment, less any reasonable and customary expenses directly incurred by Tenant on account of such assignment, including brokerage fees, legal fees, and Landlord’s review fee; (b) in the case of a sublease, license or other occupancy agreement, for each month of the term of such agreement, the amount by which all rent and other consideration paid by the transferee to Tenant Transfer Premium pursuant to such agreement (less all reasonable and customary expenses directly incurred by Tenant on account of such agreement, including brokerage fees, legal fees, construction costs and Landlord’s review fee, as amortized on a monthly, straight-line basis over the term of such agreement) exceeds the Monthly Rent payable by Tenant hereunder with respect to the Contemplated Transfer Space; and (c) in the case of a Change of Control, any consideration (including payment for Leasehold Improvements) paid by the new controlling party(ies) to the prior controlling party(ies) on account terms of this Lease, less Landlord’s review fee and, to the extent reasonably allocable to this Lease, any other reasonable and customary expenses directly incurred by such prior controlling party(ies) on account of such Change of Control. Payment of Landlord’s share of the Transfer Premium shall be made (x) in the case of an assignment or a Change of Control, within 10 days after Tenant or the prior controlling party(ies), as the case may be, receive(s) the consideration described above, and (y) in the case of a sublease, license or other occupancy agreement, for each month of the term of such agreement, within five (5) business days after Tenant receives the rent and other consideration described aboveSection 14.3.

Transfer Premium. If Except as otherwise provided in Sections 14.6 and 14.7 below, if Landlord consents to a Transfer, as a condition thereto which the parties hereby agree is reasonable, Tenant shall pay to Landlord an amount equal to fifty percent (50% %) of any “Transfer Premium (Premium,” as that term is defined below)in this Section 14.3, received by Tenant from such Transferee. As used herein, “Transfer Premium” means (a) shall mean all rent, additional rent, parking charges and other consideration received from such Transferee in excess of the case Rent, Additional Rent, parking charges and other consideration payable by Tenant under this Lease on a per rentable square foot basis if less than all of an assignmentthe Premises is transferred, any consideration (including payment after deducting the Leasehold Improvements) paid by the assignee for such assignmentactual, less any reasonable and customary documented expenses directly incurred by Tenant on account for the following (collectively, the “Subleasing Costs”): (i) any changes, alterations and improvements made to the Premises, and/or any tenant improvement allowance, space planning allowance, moving allowance or other out-of-pocket monetary concessions paid or provided by Tenant to the Transferee, in connection with the Transfer; (ii) any brokerage commissions and advertising expenses in connection with the Transfer; and (iii) reasonable legal fees incurred by Tenant in negotiating the Transfer and obtaining Landlord’s consent thereto (including Landlord’s attorneys’ fees); (iv) any costs to buy-out or takeover the previous lease of such assignmenta Transferee; and (v) the Rent paid to Landlord by Tenant for all days that Tenant has vacated the Subject Space following the later of (A) the date the Subject Space was first vacated by Tenant, including brokerage fees, legal fees(B) the date Landlord receives a factually correct written notice of Tenant’s intention to assign or sublet the Subject Space, and Landlord’s review fee; (bC) in the case of date Landlord receives a subleasefactually correct written notice that the Subject Space has been listed with an outside brokerage firm for marketing to third party tenants, license or other occupancy agreement, for each month up to the effective date of the term sublease or assignment covering said Subject Space, or, if earlier, the date Tenant’s assignee or subtenant takes possession of the Subject Space or Tenant ceases to list the Subject Space with an outside brokerage firm for marketing to third party tenants. The Transfer Premium shall not apply to any assignment or sublease to an Affiliate or a sublease to a Business Affiliate pursuant to the provisions of Sections 14.6 and 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 agreementTransfer but not sales proceeds from the sale of Tenant or an Affiliate, and any payment in excess of fair market value for services rendered by Tenant to the Transferee or for assets, fixtures, inventory, equipment, or furniture transferred by Tenant to Transferee in connection with such Transfer. Under no circumstances shall Landlord be paid any Transfer Premium until Tenant has recovered all Subleasing Costs for such Transferred Space, it being understood that if in any year the gross revenues, less the deductions set forth and included in Subleasing Costs, are less than such Subleasing Costs, the amount by which all rent and other consideration paid by of the transferee to Tenant pursuant to such agreement (less all reasonable and customary expenses directly incurred by Tenant on account of such agreement, including brokerage fees, legal fees, construction costs and Landlord’s review fee, as amortized on a monthly, straight-line basis excess Subleasing Costs shall be carried over the term of such agreement) exceeds the Monthly Rent payable by Tenant hereunder with respect to the Contemplated Transfer Space; next year and (c) in then deducted from gross revenues with the case of procedure repeated until a Change of Control, any consideration (including payment for Leasehold Improvements) paid by the new controlling party(ies) to the prior controlling party(ies) on account of this Lease, less Landlord’s review fee and, to the extent reasonably allocable to this Lease, any other reasonable and customary expenses directly incurred by such prior controlling party(ies) on account of such Change of Control. Payment of Landlord’s share of the Transfer Premium shall be made (x) in the case of an assignment or a Change of Control, within 10 days after Tenant or the prior controlling party(ies), as the case may be, receive(s) the consideration described above, and (y) in the case of a sublease, license or other occupancy agreement, for each month of the term of such agreement, within five (5) business days after Tenant receives the rent and other consideration described aboveis achieved.

Transfer Premium. If Landlord consents to a Transfer, Tenant shall pay to Landlord an amount equal to fifty percent (50% %) of any Transfer Premium (defined below)received by Tenant. As used herein, “Transfer Premium” means shall mean (a) all rent, additional rent or other consideration payable by such Transferee in excess of the case of an assignment, any consideration (including payment the Leasehold Improvements) paid by the assignee for such assignment, less any reasonable and customary expenses directly incurred Rent payable by Tenant under this Lease on account of such assignment, including brokerage fees, legal fees, and Landlord’s review feea per rentable square foot basis; (b) in the case of a sublease, license or other occupancy agreement, for each month of the term of such agreement, the amount by which all rent key money and other consideration bonus money paid by the transferee to Tenant pursuant to such agreement (less all reasonable and customary expenses directly incurred by Tenant on account of such agreement, including brokerage fees, legal fees, construction costs and Landlord’s review fee, as amortized on a monthly, straight-line basis over the term of such agreement) exceeds the Monthly Rent payable by Tenant hereunder with respect to the Contemplated Transfer SpaceTransferee; and (c) any payment in excess of fair market value for services or furniture rental rendered by Tenant to Transferee. The “Transfer Premium” shall (i) be reduced by all out-of-pocket expenses incurred by Tenant in connection with the case Transfer, such as customary brokerage commissions and reasonable attorneys’ fees and the cost of a Change any alterations made by Tenant as consideration for such Transfer; and (ii) shall not include any compensation for the fair market value of Control, any consideration (including payment Tenant’s Property nor reasonable compensation for Leasehold Improvements) paid by the new controlling party(ies) sale of Tenant’s business that is not attributable to the prior controlling party(iesvalue of Tenant’s leasehold interest hereunder. Such reductions and exclusions in clauses (i) on account of this Lease, less and (ii) are referred to hereafter as (“Transfer Premium Reductions”). Tenant shall pay the Transfer Premium to Landlord within five (5) days following receipt by Tenant. Tenant shall furnish upon Landlord’s review fee andrequest a complete statement setting forth in detail the computation of any Transfer Premium. Within ninety (90) days following the date of the Transfer, Landlord shall have the right at all reasonable times to audit the extent reasonably allocable books, records and papers of Tenant relating to this Lease, any other reasonable and customary expenses directly incurred by such prior controlling party(ies) on account Transfer as necessary to confirm the calculation of such Change of Controlthe Transfer Premium. Payment of Landlord’s share of If the Transfer Premium shall be made found understated, Tenant shall, within thirty (x30) days after demand, pay the deficiency, together with interest thereon at the Interest Rate and, if understated by more than five percent (5%), Landlord’s costs of such audit. Notwithstanding the foregoing, Tenant shall not be required to pay any Transfer Premium (a) in the case of an assignment connection with any Permitted Transfer or a Change of Control, within 10 days after Tenant or the prior controlling party(ies), as the case may be, receive(s) the consideration described aboveSpace Share, and (yb) in the case with respect to any sublease of a sublease, license all or other occupancy agreement, for each month any portion of the term 5353 First Floor, the Transfer Premium shall not include any Transfer Premium for the sublease of the 5353 First Floor (and no Transfer Premium Reduction equitably attributable to the 5353 First Floor shall be applied to the Transfer Premium payable by Tenant in connection with such agreement, within five (5) business days after Tenant receives the rent and other consideration described aboveTransfer).

Transfer Premium. If Landlord consents to a Transfer, Tenant shall pay Landlord an amount equal to 50% of any Transfer Premium (defined below). As used herein, “Transfer Premium” means (a) in the case of an assignment, any consideration (including payment the for Leasehold Improvements, but excluding any fair market value payment for personal property) paid by the assignee for such assignment, less any brokerage commissions (not to exceed commissions typically paid in the market at the time of such subletting or assignment) and reasonable and customary expenses directly incurred attorneys’ fees paid by Tenant on account of such assignment, including brokerage fees, legal fees, and Landlord’s review feein connection with the Transfer (“Recoverable Expenses”); (b) in the case of a sublease, license or other occupancy agreement, for each month of the term of such agreement, the amount by which all rent and other consideration paid by the transferee to Tenant pursuant to such agreement exceeds the Monthly Rent payable by Tenant hereunder with respect to the Contemplated Transfer Space (less all reasonable and customary expenses directly incurred by Tenant on account of such agreement, including brokerage fees, legal fees, construction costs and Landlord’s review feeany Recoverable Expenses, as amortized on a monthly, straight-line basis over the term of such agreement) exceeds , and less the Monthly Rent payable fair market value of any personal property or services provided by Tenant hereunder with respect to the Contemplated Transfer SpaceTenant); and (c) in the case of a Change of Control, any consideration (including payment for Leasehold Improvements) paid by the new controlling party(ies) to the prior controlling party(ies) on account of this Lease, less Landlord’s review fee and, to the extent reasonably allocable to this Lease, any other reasonable and customary expenses directly incurred by such prior controlling party(ies) on account of such Change of ControlRecoverable Expenses. Payment of Landlord’s share of the Transfer Premium shall be made (x) in the case of an assignment or a Change of Control, within 10 days after Tenant or the prior controlling party(ies), as the case may be, receive(s) the consideration described above, and (y) in the case of a sublease, license or other occupancy agreement, for with respect to each month of the term of such agreement, within five (5) business days after Tenant receives the rent and other consideration described above.

Transfer Premium. If Landlord consents to a Transfer, Tenant shall pay Landlord an amount equal to 50% of any Transfer Premium (defined below). As used herein, “Transfer Premium” means (a) in the case of an assignment, any consideration (including payment the for Leasehold Improvements) paid by the assignee for such assignment, less any reasonable and customary expenses directly incurred by Tenant on account of such assignment, including improvement allowances, brokerage fees, legal fees, and Landlord’s review fee; (b) in the case of a sublease, license or other occupancy agreement, for each month of the term of such agreement, the amount by which all rent and other consideration paid by the transferee to Tenant pursuant to such agreement (less all reasonable and customary expenses directly incurred by Tenant on account of such agreement, including brokerage fees, legal fees, improvement allowances, construction costs and Landlord’s review fee, as amortized on a monthly, straight-line basis over the term of such agreement) exceeds the Monthly Rent payable by Tenant hereunder with respect to the Contemplated Transfer Space; and (c) in the case of a Change of Control, any consideration (including payment for Leasehold Improvements) paid by the new controlling party(ies) to the prior controlling party(ies) on account of this Lease, less Landlord’s review fee and, to the extent reasonably allocable to this Lease, any other reasonable and customary expenses directly incurred by such prior controlling party(ies) on account of such Change of Control. Payment of Landlord’s share of the Transfer Premium shall be made (x) in the case of an assignment or a Change of Control, within 10 30 days after Tenant or the prior controlling party(ies), as the case may be, receive(s) the consideration described above, and (y) in the case of a sublease, license or other occupancy agreement, for each month of the term of such agreement, within five (5) business days after Tenant receives the rent and other consideration described above.

Transfer Premium. If Landlord consents to a Transfer, as a condition thereto which the parties hereby agree is reasonable, Tenant shall pay to Landlord an amount equal to fifty percent (50% %) of any “Transfer Premium (Premium,” as that term is defined below)in this Section 14.3, actually received by Tenant from such Transferee. As used herein, “Transfer Premium” means shall mean all rent, additional rent or other consideration payable (ain lieu of or in addition to rent) by such Transferee in connection with the Transfer (as opposed to the sale of the business) in excess of the case Rent and Additional Rent payable by Tenant under this Lease during the term of an assignmentthe Transfer, on a per rentable square foot basis if less than all of the Premises is transferred, after deducting the reasonable expenses incurred by Tenant in connection with such Transfer for (i) any consideration improvement allowance or other economic concessions (including payment the Leasehold Improvementsspace planning allowance, moving expenses, etc.) paid by Tenant to Transferee in connection with such Transfer, including any unamortized value of tenant improvements in excess of Forty-Five Dollars ($45.00) and up to Seventy-Five Dollars ($75.00) per rentable square foot in the assignee Transferred Space paid for such assignment, less by Tenant; (ii) any reasonable and customary expenses directly brokerage commission incurred by Tenant on account in connection with the Transfer, (iii) reasonable attorneys’ fees incurred by Tenant (including attorneys’ fees paid to Landlord) in connection with the Transfer, (iv) any costs to buy-out or takeover the previous lease of such assignment, including brokerage fees, legal fees, and Landlord’s review feea Transferee; (bv) in out-of-pocket costs of advertising the case space that is the subject of a sublease, license or other occupancy agreement, for each month the Transfer and (vi) the aggregate amount of Base Rent and Additional Rent paid by Tenant during the period prior to the commencement of the term of the transfer during which Tenant does not occupy the subject space, commencing on and after the Downtime State Date (as defined below) (collectively, “Subleasing Costs”). The “Downtime Start Date” shall mean the later of (A) the date which Tenant vacates and does not reoccupy the subject space and delivers Notice of the same to Landlord, and (B) the date Tenant enters into a listing agreement for the subject space with a reputable broker, and provides Landlord with Notice thereof; provided, however, in no event will Subleasing Costs for space not yet occupied by Tenant (and not occupied by Tenant merely as a subterfuge of this provision) include any Base Rent and Additional Rent paid by Tenant to Landlord for a period of time in excess of six (6) months. “Transfer Premium” shall also include, but not be limited to, key money and bonus money or other cash consideration for rent or in lieu of rent paid by Transferee to Tenant in connection with such agreementTransfer (as opposed to the sale of the business), and any payment in excess of fair market value for services rendered by Tenant to Transferee or for assets, fixtures, inventory, equipment, or furniture transferred by Tenant to Transferee in connection with such Transfer; provided, however, under no circumstances shall Landlord be paid any Transfer Premium until Tenant has recovered all Subleasing Costs for such Transferred Space, it being understood that if in any year the gross revenues, less the deductions set forth and included in Subleasing Costs, are less than any and all costs actually paid in assigning or subletting the affected space (collectively, “Transaction Costs”), the amount by which all rent and other consideration paid by of the transferee to Tenant pursuant to such agreement (less all reasonable and customary expenses directly incurred by Tenant on account of such agreement, including brokerage fees, legal fees, construction costs and Landlord’s review fee, as amortized on a monthly, straight-line basis excess Transaction Costs shall be carried over the term of such agreement) exceeds the Monthly Rent payable by Tenant hereunder with respect to the Contemplated next year and then deducted from net revenues with the procedure repeated until a Transfer Space; and (c) Premium is achieved. Notwithstanding anything contained in the case of a Change of Control, any consideration (including payment for Leasehold Improvements) paid by the new controlling party(ies) this Section 14.3 to the prior controlling party(ies) on account of this Leasecontrary, less Landlord’s review fee and, to the extent reasonably allocable to this Lease, any other reasonable and customary expenses directly incurred by such prior controlling party(ies) on account of such Change of Control. Payment of Landlord’s share of the no Transfer Premium shall be made due in connection with Tenant’s sublease to Playa Capital Company, LLC (x“Playa Capital”) in as executed concurrently with this Lease (the case of an assignment or a Change of Control, within 10 days after Tenant or the prior controlling party(ies“Playa Capital Sublease”), as the case may be, receive(s) the consideration described above, and (y) in the case of a sublease, license or other occupancy agreement, for each month of the term of such agreement, within five (5) business days after Tenant receives the rent and other consideration described above.

Transfer Premium. (a) If Landlord consents to a Transfer, Tenant as a condition thereto which the parties hereby agree is reasonable, Landlord shall pay Landlord an amount equal be entitled to receive, as Additional Rent hereunder, fifty percent (50% %) of any Transfer Premium (defined below)derived from such Transfer. As used herein, “the term "Transfer Premium” " means ----------------- (ai) (A) in the case of an assignment, any consideration (including including, without limitation, payment the Leasehold Improvementsfor leasehold improvements) paid by the assignee for such assignment, less any reasonable and customary expenses directly incurred by Tenant on account of such assignment, including brokerage fees, legal fees, and Landlord’s review fee; (bB) in the case of a subleaseany other Transfer, license all rent, additional rent or other occupancy agreement, for each month of the term of such agreement, the amount by which all rent and other consideration paid by the transferee Transferee to Tenant the Transferor pursuant to such agreement Transfer in excess of the base rent and additional rent payable by such Transferor during the term of the Transfer on a per rentable square foot basis minus (less all reasonable and customary expenses directly incurred by Tenant on account ii) any brokerage commissions (not to exceed commissions typically paid in the market at the time of such agreementsubletting or assignment) and reasonable attorneys' fees paid by Transferor in connection with the Transfer (collectively, including brokerage fees"Recoverable Expenses"), legal feesunless the deduction of such Recoverable -------------------- Expenses is waived by Transferor pursuant to Section 17.6(b) below. For purposes of calculating the Transfer Premium in connection with a sublease, construction costs and Landlord’s review feethe Recoverable Expenses shall be deducted, as on an amortized on a monthlybasis, straight-line basis without interest, over the term of such agreement) exceeds the Monthly Rent payable by Tenant hereunder with respect to the Contemplated Transfer Space; and (c) in the case of a Change of Control, any consideration (including payment for Leasehold Improvements) paid by the new controlling party(ies) to the prior controlling party(ies) on account of this Lease, less Landlord’s review fee and, to the extent reasonably allocable to this Lease, any other reasonable and customary expenses directly incurred by such prior controlling party(ies) on account of such Change of Controlsublease. Payment of Landlord’s share the portion of the Transfer Premium due Landlord hereunder shall be a joint and several obligation of Tenant and the Transferee, and shall be made to Landlord as follows: (x1) in the case of an assignment or a Change assignment, the Transferor shall pay the portion of Control, the Transfer Premium due to Landlord within 10 ten (10) days after Tenant or the prior controlling party(ies), as the case may be, receive(s) Transferor receives the consideration described in clause (i)(A) above, ; and (y2) in the case of a subleaseany other Transfer, license or other occupancy agreement, for on the first day of each month of during the term of the Transfer, the Transferee shall pay directly to Landlord fifty percent (50%) of the amount by which the rent, additional rent or other consideration due from the Transferee for such agreementmonth exceeds (x) the base rent and additional rent payable by the applicable Transferor for said month which is allocable to the Transfer Premises, plus (y) the amortized amount of Recoverable Expenses allocated to such month, unless such Recoverable Expenses are waived by Transferor pursuant to Section 17.6(b). This Section 17.6 shall not apply to a Transfer to a Permitted Transferee. (b) Within sixty (60) days after request by Landlord, Transferor shall provide Landlord a written statement, together with reasonably detailed invoices therefor, certifying the total amount of Recoverable Expenses in connection with any Transfer and Tenant's calculation of the Transfer Premium. If Transferor fails to provide such statement and invoices to Landlord within the sixty (60) day period, Transferor shall be deemed to have waived the deduction of Recoverable Expenses in determining the Transfer Premium. Landlord or its authorized representatives shall have the right at all reasonable times to audit the books, records and papers of Tenant, and any other Transferor, relating to a Transfer, and shall have the right to make copies thereof. If the Transfer Premium respecting any Transfer shall be found to be understated, Tenant shall, within five ten (510) business days after demand, pay the deficiency; and, if understated by more than two percent (2%), Tenant receives the rent and other consideration described aboveshall pay Landlord's costs of such audit.