Common use of Transfer Premium Clause in Contracts

Transfer Premium. If Landlord consents to a Transfer (not including ---------------- any Collocation Agreement pursuant to Section 14.6 below), as a condition ------------ thereto which the parties hereby agree is reasonable, Tenant shall pay to Landlord fifty percent (50%) of any "Transfer Premium," as that term is defined in this Section 14.3, received by Tenant from such Transferee. "Transfer ------------ Premium" shall mean all rent, additional rent 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 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 brokerage commissions in connection with the Transfer, (iv) any reasonable attorneys fees incurred by Tenant in conjunction with documenting such Transfer. "Transfer Premium" shall also include, but not be limited to, key money, bonus money or other cash consideration paid by Transferee to Tenant 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.

Transfer Premium. If Landlord consents to a Transfer (not including ---------------- any Collocation Agreement pursuant constituting an assignment of the Lease or a sublease to Section 14.6 below)the Premises, as a condition ------------ thereto which the parties hereby agree is reasonable, Tenant shall pay to Landlord fifty percent (50%) of any "“Transfer Premium," ” as that term is defined in this Section 14.3, received by Tenant from such Transferee. "“Transfer ------------ Premium" ” shall mean all rent, additional rent 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, and after deducting the reasonable expenses incurred by Tenant for deduction of (i) any changes, costs of improvements or alterations and improvements made to the Premises Subject Space in connection with the such Transfer, (ii) any free base rent reasonably or other reasonable economic considerations provided to the Transferee, (iii) any brokerage commissions and marketing expenses paid in connection with the such Transfer, (iv) any reasonable attorneys legal fees incurred by Tenant in conjunction connection with documenting such Transfer, and (v) any amounts payable to Landlord under Section 14.1 above. "“Transfer Premium" ” shall also include, but not be limited to, key money, bonus money or other cash consideration paid by Transferee to Tenant in connection with such Transfer, and any payment in excess of fair market value for services rendered by Tenant to Transferee or for assets, fixtures, inventory, equipment, or furniture transferred by Tenant to Transferee in connection with such Transfer. The determination of the amount of Landlord’s applicable share of the Transfer Premium shall be made on a monthly basis as rent or other consideration is received by Tenant under the Transfer. No Transfer Premium shall be payable in connection with any Permitted Transfer.

Transfer Premium. If Landlord consents to a Transfer (not including ---------------- any Collocation Agreement pursuant to Section 14.6 below)Transfer, as a condition ------------ thereto which the parties hereby agree is reasonable, Tenant shall pay to Landlord fifty percent (50%) of any "“Transfer Premium," ” as that term is defined in this Section 14.3, received by Tenant from such Transferee. "“Transfer ------------ Premium" ” shall mean all rent, additional rent 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, and after deducting the reasonable expenses incurred by Tenant for deduction of (i) any changes, alterations and costs of improvements made to the Premises Subject Space in connection with the such Transfer, (ii) any free base brokerage commissions and reasonable marketing costs paid in connection with such Transfer, (iii) rent reasonably provided abatement granted to the Transferee, and (iii) any brokerage commissions reasonable legal fees incurred in connection with the Transfer, (iv) any reasonable attorneys fees incurred by Tenant in conjunction with documenting such Transfer. "“Transfer Premium" ” shall also include, but not be limited to, key money, bonus money or other cash consideration paid by Transferee to Tenant 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 that any payments for services rendered by Tenant to Transferee or for assets or inventory shall not be used as a subterfuge by Tenant to avoid paying a Transfer Premium hereunder. The determination of the amount of Landlord’s applicable share of the Transfer Premium shall be made on a monthly basis as rent or other consideration is received by Tenant under the Transfer.

Transfer Premium. If Landlord consents to a Transfer (not including ---------------- any Collocation Agreement pursuant to Section 14.6 below)Transfer, as a condition ------------ thereto which the parties hereby agree is reasonable, Tenant shall pay to Landlord (if and when actually received by Tenant) 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 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 Premises in connection with the Transfer, (ii) any brokerage commissions or reasonable attorneys’ fees incurred in connection with the Transfer, or (iii) any free base rent reasonably provided to the Transferee, (iii) any brokerage commissions Transferee in connection with the Transfer, Transfer (iv) any reasonable attorneys fees incurred provided that such free rent shall be deducted only to the extent the same is included in the calculation of total consideration payable by Tenant in conjunction with documenting such TransferTransferee). "‘‘Transfer Premium" ” shall also include, but not be limited to, key money, money and bonus money or other cash consideration paid by Transferee to Tenant in connection with such Transfer, and any payment in excess of fair market value for services rendered by Tenant to Transferee or for assets, fixtures, inventory, equipment, or furniture transferred by Tenant to Transferee in connection with such Transfer. In the calculations of the Rent (as it relates to the Transfer Premium calculated under this Section 14.3), Tenant shall be entitled to fully recover all transfer costs actually incurred by Tenant prior to the payment of any Transfer Premium to Landlord.

Transfer Premium. If Landlord consents to a Transfer (not including ---------------- any Collocation Agreement pursuant to Section 14.6 below)Transfer, as a condition ------------ thereto which the parties hereby agree is reasonable, Tenant shall pay to Landlord fifty percent (50%) of any "“Transfer Premium," ” as that term is defined in this Section 14.3, received by Tenant from such Transferee. "“Transfer ------------ Premium" ” shall mean all rent, additional rent 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, and after deducting the reasonable expenses incurred by Tenant for deduction of (i) any changes, alterations and costs of improvements made to the Premises Subject Space in connection with the such Transfer, (ii) any free base brokerage commissions and reasonable marketing costs paid in connection with such Transfer, (iii) rent reasonably provided abatement granted to the Transferee, and (iii) any brokerage commissions reasonable legal fees incurred in connection with the Transfer, (iv) any reasonable attorneys fees incurred by Tenant in conjunction with documenting such Transfer. "“Transfer Premium" ” shall also include, but not be limited to, key money, money and bonus money or other cash consideration paid by Transferee to Tenant in connection with such Transfer, and any payment in excess of fair market value for services rendered by Tenant to Transferee or for assets, fixtures, inventory, equipment, or furniture transferred by Tenant to Transferee in connection with such Transfer, where the payment in excess of fair market value was made for the purpose of circumventing the obligation of Tenant to pay Landlord any amount due as a Transfer Premium for rental payments related to the Premises . For clarity, the Transfer Premium shall exclude any consideration payable by Transferee (and/or payable to Tenant) generally related to the Transfer itself (e.g. merger consideration, consideration for sale of assets, stock transfer, investments, financings, etc.) and unrelated to the Transferee’s use of the Premises. The determination of the amount of Landlord’s applicable share of the Transfer Premium shall be made on a monthly basis as rent or other consideration is received by Tenant under the Transfer.

Transfer Premium. If Landlord consents to a Transfer (not including ---------------- any Collocation Agreement pursuant to Section 14.6 below)Transfer, as a condition ------------ thereto which the parties hereby agree is reasonable, Tenant shall pay to Landlord fifty percent (50%) of any "“Transfer Premium," ” as that term is defined in this Section 14.3, received by Tenant from such Transferee. "“Transfer ------------ Premium" ” shall mean all rent, additional rent 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 incurred by Tenant for (i) any changes, alterations and improvements to the Premises in connection with the Transfer, (ii) any free base rent or other economic concessions reasonably provided to the Transferee, and (iii) any brokerage commissions in connection with the Transfer, (iv) any reasonable attorneys fees incurred by Tenant in conjunction with documenting such Transfer. "“Transfer Premium" ” shall also include, but not be limited to, key money, bonus money or other cash consideration paid by Transferee to Tenant in connection with such TransferTransfer (excluding any bona-fide consideration payable to Tenant in connection with Tenant’s sale of its business separate and apart from its leasehold interest documented herein), 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.

Transfer Premium. If Landlord consents to a Transfer (not including ---------------- any Collocation Agreement pursuant to Section 14.6 below)Transfer, as a condition ------------ thereto which the parties hereby agree is reasonable, Tenant shall pay to Landlord fifty percent (50%) of any "“Transfer Premium," ” as that term is defined in this Section 14.3, received by Tenant from such Transferee. "It is understood and agreed that no Transfer ------------ Premium shall be payable with respect to any transfer to a Permitted Transferee as provided below in Section 14.7. “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 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) marketing costs associated with such Transfer, (iv) reasonable attorneys’ fees incurred in the documentation and negotiation of such Transfer and (v) any brokerage commissions in connection with the Transfer, (iv) any reasonable attorneys fees incurred by Tenant in conjunction with documenting such Transfer. "“Transfer Premium" ” shall also include, but not be limited to, key money, bonus money or other cash consideration paid by Transferee to Tenant 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. For purposes of calculating any such effective rent all such concessions shall be amortized on a straight-line basis over the relevant term.

Transfer Premium. If Landlord consents to a Transfer (not including ---------------- any Collocation Agreement pursuant to Section 14.6 below)Transfer, as a condition ------------ thereto which the parties hereby agree is reasonable, Tenant shall pay to Landlord fifty percent (50%) of any "Transfer Premium," as that term is defined in this Section 14.3, received by Tenant from such Transferee. "Transfer ------------ Premium" shall mean all rent, additional rent 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 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, and (iii) any brokerage commissions in connection with the Transfer, (iv) any reasonable attorneys fees incurred by Tenant in conjunction with documenting such Transfer. "Transfer Premium" shall also include, but not be limited to, key money, bonus money or other cash consideration paid by Transferee to Tenant in connection with such Transfer, and any payment in excess of fair market value for services rendered by Tenant to Transferee or for assets, fixtures, inventory, equipment, or furniture transferred by Tenant to Transferee in connection with such Transfer. The determination of the amount of Landlord's applicable share of the Transfer Premium shall be made on a monthly basis as rent or other consideration is received by Tenant under the Transfer.

Transfer Premium. If Landlord consents to a Transfer (not including ---------------- any Collocation Agreement pursuant constituting an assignment of the Lease or a sublease to Section 14.6 below)the Premises, as a condition ------------ thereto which the parties hereby agree is reasonable, Tenant shall pay to Landlord fifty percent (50%) of any "Transfer Premium," as that term is defined in this Section 14.3, received by Tenant from such Transferee. "Transfer ------------ Premium" shall mean all rent, additional rent 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, and after deducting the reasonable expenses incurred by Tenant for deduction of (i) any changes, costs of improvements or alterations and improvements made to the Premises Subject Space in connection with the such Transfer, (ii) any free base rent reasonably or other reasonable economic considerations provided to the Transferee, (iii) any brokerage commissions and marketing expenses paid in connection with the such Transfer, (iv) any reasonable attorneys legal fees incurred by Tenant in conjunction connection with documenting such Transfer, and (v) any amounts payable to Landlord under Section 14.1 above. "Transfer Premium" shall also include, but not be limited to, key money, bonus money or other cash consideration paid by Transferee to Tenant in connection with such Transfer, and any payment in excess of fair market value for services rendered by Tenant to Transferee or for assets, fixtures, inventory, equipment, or furniture transferred by Tenant to Transferee in connection with such Transfer. The determination of the amount of Landlord's applicable share of the Transfer Premium shall be made on a monthly basis as rent or other consideration is received by Tenant under the Transfer. No Transfer Premium shall be payable in connection with any Permitted Transfer.

Transfer Premium. If Landlord consents to a Transfer (not including ---------------- any Collocation Agreement pursuant to Section 14.6 below)Transfer, as a condition ------------ thereto which the parties hereby agree is reasonable, Tenant shall pay to Landlord fifty percent (50%) of any "“Transfer Premium," ” as that term is defined in this Section 14.3, received by Tenant from such Transferee. "“Transfer ------------ Premium" ” shall mean all rent, additional rent 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, and after deducting the reasonable expenses incurred by Tenant for (i) any changes, alterations and alterations, or improvements to the Premises in connection with the Transfer, (ii) any free base rent or other economic concessions reasonably provided to the Transferee, (iii) any reasonable legal fees and brokerage commissions incurred by Tenant in connection with the Transfer, and (iv) any reasonable attorneys fees incurred by Tenant in conjunction with documenting such Transferamounts payable to Landlord under Section 14.1 above (collectively, the “Transfer Costs”). "The “Transfer Premium" ” shall also include, but not be limited to, key money, bonus money or other cash consideration paid by Transferee to Tenant in connection with such Transfer, and any payment in excess of fair market value for services rendered by Tenant to Transferee or for assets, fixtures, inventory, equipment, or furniture transferred by Tenant to Transferee in connection with such Transfer. The determination of the amount of Landlord’s applicable share of the Transfer Premium shall be made on a monthly basis as rent or other consideration is received by Tenant under the Transfer. No Transfer Premium shall be payable in connection with any Permitted Transfer.

Transfer Premium. If Landlord consents to a Transfer (not including ---------------- any Collocation Agreement pursuant to Section 14.6 below)Transfer, as a condition ------------ thereto which the parties hereby agree is reasonable, Tenant shall pay to Landlord fifty percent (50%) of any "Transfer Premium," as that term is defined in this Section 14.3, Premium received by Tenant from such Transferee. "The term “Transfer ------------ Premium" ” shall mean all rent, additional rent or and other consideration payable by such the Transferee in connection with the Transfer in excess of the Base Rent and Additional Rent payable by Tenant under this Lease during the term of the Transfer Transfer, prorated on a per rentable square foot RSF basis if less than all of the Premises is transferred, after deducting the reasonable out-of-pocket expenses incurred by Tenant for (i) any changes, alterations and improvements to the Premises in connection with the Transfer, (ii) any free base rent Base Rent or other economic concessions reasonably provided to the Transferee, and (iii) any brokerage commissions in connection with the Transfer, (iv) any reasonable attorneys fees incurred by Tenant in conjunction with documenting such Transfer. "The term “Transfer Premium" ” shall also include, but not be limited to, key money, bonus money or other include all cash consideration paid by the Transferee to Tenant in connection with such the Transfer, and any payment in excess of fair market value for services rendered by Tenant to Transferee or the Transferee, and any payment in excess of fair market value for assets, fixtures, inventory, equipment, or furniture transferred by Tenant to the Transferee in connection with such Transfer. The Transfer Premium shall be the property of and shall be paid to Landlord. The parties acknowledge that the provisions of this Section 14.3 are a material inducement for Landlord’s execution of this Lease and Tenant hereby represents and warrants that its sole purpose for entering into this Lease is to obtain possession of the Premises and not to generate revenue from the subleasing of any portion of the Premises or the assigning of this Lease.

Transfer Premium. If Landlord consents to a Transfer (not including ---------------- any Collocation Agreement pursuant to Section 14.6 below)Transfer, as a condition ------------ thereto which the parties hereby agree is reasonable, Tenant shall pay to Landlord fifty percent (50%) of any "Transfer Premium," as that term is defined in this Section 14.3, received by Tenant from such Transferee. "Transfer ------------ Premium" shall mean all rent, additional rent 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, and after deducting the reasonable expenses incurred by Tenant for deduction of (i) any changes, alterations and costs of improvements made to the Premises Subject Space in connection with the such Transfer, (ii) any free base brokerage commissions and reasonable marketing costs paid in connection with such Transfer, (iii) rent reasonably provided abatement granted to the Transferee, and (iii) any brokerage commissions reasonable legal fees incurred in connection with the Transfer, (iv) any reasonable attorneys fees incurred by Tenant in conjunction with documenting such Transfer. "Transfer Premium" shall also include, but not be limited to, key money, money and bonus money or other cash consideration paid by Transferee to Tenant in connection with such Transfer, and any payment in excess of fair market value for services rendered by Tenant to Transferee or for assets, fixtures, inventory, equipment, or furniture transferred by Tenant to Transferee in connection with such Transfer, where the payment in excess of fair market value was made for the purpose of circumventing the obligation of Tenant to pay Landlord any amount due as a Transfer Premium for rental payments related to the Premises . For clarity, the Transfer Premium shall exclude any consideration payable by Transferee (and/or payable to Tenant) generally related to the Transfer itself (e.g. merger consideration, consideration for sale of assets, stock transfer, investments, financings, etc.) and unrelated to the Transferee’s use of the Premises. The determination of the amount of Landlord's applicable share of the Transfer Premium shall be made on a monthly basis as rent or other consideration is received by Tenant under the Transfer.

Transfer Premium. If Landlord consents to a Transfer (not including ---------------- any Collocation Agreement pursuant to Section 14.6 below)Transfer, as a condition ------------ thereto which the parties hereby agree is reasonable, Tenant shall pay to Landlord fifty percent (50%) of any "Transfer Premium," as that term is defined in this Section 14.3, received by Tenant from such Transferee. "Transfer ------------ Premium" shall mean all rent, additional rent or other consideration attributable to rent and payable by such Transferee in connection with the Transfer in excess of the Rent and Additional Rent payable by Tenant under this Lease during the term of the Transfer on a per rentable square foot basis if less than all of the Premises is transferred, and after deducting the reasonable expenses incurred by Tenant for deduction of (i) any changes, alterations and costs of improvements made to the Premises Subject Space in connection with the such Transfer, (ii) any free base rent reasonably provided to the Transfereebrokerage commissions paid in connection with such Transfer, and (iii) any brokerage commissions reasonable legal fees incurred in connection with the Transfer, (iv) any reasonable attorneys fees incurred by Tenant in conjunction with documenting such Transfer. "Transfer Premium" shall also include, but not be limited to, key money, bonus money or other cash consideration paid by Transferee to Tenant solely in connection with such TransferTransfer which consideration is made in connection with this including personal property, goodwill, intellectual property, general intangibles, etc. so long as such allocation is not 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 822610.04/WLA [THE BOARDWALK] 183362-00050/9-24-20/mem/mem -31- [Zentalis Pharmaceuticals, Inc.]

Transfer Premium. If Landlord consents to a Transfer (not including ---------------- any Collocation Agreement pursuant to Section 14.6 below), as a condition ------------ thereto which the parties hereby agree is reasonableTransfer, Tenant shall pay to Landlord within thirty (30) days of Tenant's receipt from Transferee, 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 Rent, if any, payable by Tenant under this Lease during the term of the Transfer on a per rentable square foot basis if less than all of the Premises is transferred, after deducting the reasonable expenses incurred by Tenant for (i) any changes, alterations and improvements to the Premises in connection with the Transfer, and (ii) any free base rent reasonably provided to the Transferee, (iii) any brokerage commissions in connection with the TransferTransfer (collectively, (iv) any reasonable attorneys fees incurred by Tenant in conjunction with documenting such Transferthe "Subleasing Costs"). "Transfer Premium" shall also include, but not be limited to, include key money, money and bonus money or other cash consideration paid by Transferee to Tenant in connection with such Transfer. Landlord or its authorized representatives shall have the right at all reasonable times to audit the books, records and papers of Tenant relating to any Transfer, and shall have the right to make copies thereof. If the Transfer Premium respecting any payment in excess Transfer shall be found understated, Tenant shall, within thirty (30) days after demand, pay the deficiency and Landlord's costs 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 Transferaudit.

Transfer Premium. If Landlord consents to a Transfer (not including ---------------- any Collocation Agreement pursuant to Section 14.6 below)Transfer, as a condition ------------ thereto which the parties hereby agree is reasonable, Tenant shall pay to Landlord fifty [•] percent (50%[•]%) of any "“Transfer Premium," ” as that term is defined in this Section 14.3, received by Tenant from such Transferee. "“Transfer ------------ Premium" ” shall mean all rent, additional rent 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, and after deducting the reasonable expenses incurred by Tenant for (i) any changes, alterations and alterations, or improvements to the Premises in connection with the Transfer, (ii) any free base rent or other economic concessions reasonably provided to the Transferee, (iii) any reasonable legal fees and brokerage commissions incurred by Tenant in connection with the Transfer, and (iv) any reasonable attorneys fees incurred by Tenant in conjunction with documenting such Transferamounts payable to Landlord under Section 14.1 above (collectively, the “Transfer Costs”). "The “Transfer Premium" ” shall also include, but not be limited to, key money, bonus money or other cash consideration paid by Transferee to Tenant in connection with such Transfer, and any payment in excess of fair market value for services rendered by Tenant to Transferee or for assets, fixtures, inventory, equipment, or furniture transferred by Tenant to Transferee in connection with such Transfer. The determination of the amount of Landlord’s applicable share of the Transfer Premium shall be made on a monthly basis as rent or other consideration is received by Tenant under the Transfer. No Transfer Premium shall be payable in connection with any Permitted Transfer.

Transfer Premium. (a) If Landlord consents to a Transfer (not including ---------------- any Collocation Agreement pursuant to Section 14.6 below)Transfer, as a condition ------------ thereto which the parties hereby agree is reasonable, Tenant Landlord shall pay be entitled to Landlord fifty percent receive, as Additional Rent hereunder, any Transfer Premium derived from such Transfer. As used herein, the term “Transfer Premium” means (50%i) in the case of an assignment, any consideration (including, without limitation, payment for leasehold improvements) paid by the assignee on account of such assignment, and (ii) in the case of any "Transfer Premium," as that term is defined in this Section 14.3other Transfer, received by Tenant from such Transferee. "Transfer ------------ Premium" shall mean all rent, additional rent or other consideration payable paid by the Transferee to the Transferor pursuant to such Transferee in connection with the Transfer in excess of the Rent base rent and Additional Rent additional rent payable by Tenant under this Lease such Transferor during the term of the Transfer on a per rentable square foot basis if less than all basis. Payment of the Premises is transferredTransfer Premium due Landlord hereunder shall be a joint and several obligation of Tenant and the Transferee, and shall be made to Landlord as follows: (1) in the case of an assignment, the Transferor shall pay the Transfer Premium to Landlord within ten (10) days after deducting the reasonable expenses incurred by Tenant for Transferor receives the consideration described in clause (i) above; and (2) in the case of any changesother Transfer, alterations and improvements to on the Premises in connection with first day of each month during the term of the Transfer, (ii) any free the Transferee shall pay directly to Landlord the amount by which the rent, additional rent or other consideration due from the Transferee for such month exceeds the base rent reasonably provided and additional rent payable by the applicable Transferor for said month which is allocable to the Transferee, (iii) any brokerage commissions in connection with the Transfer, (iv) any reasonable attorneys fees incurred by Tenant in conjunction with documenting such Transfer. "Transfer Premium" shall also include, but not be limited to, key money, bonus money or other cash consideration paid by Transferee to Tenant 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 TransferPremises.

Transfer Premium. If Landlord consents to a Transfer (not including ---------------- any Collocation Agreement pursuant to Section 14.6 below)Transfer, as a condition ------------ thereto which the parties hereby agree is reasonable, Tenant shall pay to Landlord fifty percent (50%) of any "Transfer Premium," as that term is defined in this Section 14.3, as and when 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 incurred by Tenant for (i) any changes, alterations and improvements to the Premises in connection with the Transfer, (ii) any free base rent or other economic concessions reasonably provided to the Transferee, (iii) any brokerage commissions in connection with the Transfer, (iv) any reasonable attorneys legal fees incurred by Tenant in conjunction connection with documenting such the Transfer, and (v) any other reasonable third-party cost actually incurred in good faith in connection with the Transfer. "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.

Transfer Premium. If Landlord consents to a Transfer (not including ---------------- any Collocation Agreement pursuant to Section 14.6 below)Transfer, as a condition ------------ thereto which the parties hereby agree is reasonable, Tenant shall pay to Landlord fifty percent (50%) of any "Transfer Premium," as that term is defined in this Section 14.3, received by Tenant from such Transferee. "Transfer ------------ Premium" shall mean all rent, additional rent or other consideration payable by such Transferee in connection with the Transfer in excess of ▇▇▇▇-▇▇▇▇-▇▇▇▇.7371310.00016/10-2-23/gjn/gjn -29- [Britannia Oyster Point][Pliant Therapeutics] the Rent and Additional Rent payable by Tenant under this Lease during the term of the Transfer on a per rentable square foot basis if less than all of the Premises is transferred, and after deducting the reasonable expenses incurred by Tenant for deduction of (i) any changes, alterations and costs of improvements made to the Premises Subject Space in connection with the such Transfer, (ii) any free base rent reasonably provided to the Transfereebrokerage commissions paid in connection with such Transfer, and (iii) any brokerage commissions reasonable legal fees incurred in connection with the Transfer, (iv) any reasonable attorneys fees incurred by Tenant in conjunction with documenting such Transfer. "Transfer Premium" shall also include, but not be limited to, key money, bonus money or other cash consideration paid by Transferee to Tenant in connection with such Transfer, and any payment in excess of fair market value for services rendered by Tenant to Transferee or for assets, fixtures, inventory, equipment, or furniture transferred by Tenant to Transferee in connection with such Transfer. The determination of the amount of Landlord's applicable share of the Transfer Premium shall be made on a monthly basis as rent or other consideration is received by Tenant under the Transfer.

Transfer Premium. If Landlord consents to a Transfer (not including ---------------- any Collocation Agreement pursuant to Section 14.6 below)Transfer, as a condition ------------ thereto which the parties hereby agree is reasonable, Tenant shall pay to Landlord fifty percent (50%) of any "Transfer Premium," as that term is defined in this Section 14.3, received by Tenant from such Transferee. "Transfer ------------ Premium" shall mean all rent, additional rent 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 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) marketing costs associated with such Transfer, (iv) reasonable attorneys' fees incurred in the documentation and negotiation of such Transfer and (v) any brokerage commissions in connection with the Transfer, (iv) any reasonable attorneys fees incurred by Tenant in conjunction with documenting such Transfer. "Transfer Premium" shall also include, but not be limited to, key money, bonus money or other cash consideration paid by Transferee to Tenant 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. For purposes of calculating any such effective rent all such concessions shall be amortized on a straight-line basis over the relevant term.

Transfer Premium. If Subject to Section 14.7 below, f Landlord consents to a Transfer (not including ---------------- any Collocation Agreement pursuant to Section 14.6 below)Transfer, as a condition ------------ thereto which the parties hereby agree is reasonable, Tenant shall pay to Landlord fifty percent (50%) of any "“Transfer Premium," ” as that term is defined in this Section 14.3, received by Tenant from such Transferee. "The Transfer ------------ Premium" , if any, shall be deemed to be Additional Rent and shall be payable in the same manner, time and place as Base Rent. “Transfer Premium” shall mean all rent, additional rent or other consideration payable by such Transferee in connection with the Transfer in excess of either (a) the Rent and Additional Rent payable by Tenant under this Lease, if all of the Premises is transferred or (b) the Rent and Additional Rent payable by Tenant under this Lease during the term of the Transfer on a per rentable square foot basis basis, if less than all of the Premises is transferred, after deducting the reasonable expenses incurred by Tenant for (i) any changes, alterations and improvements to the Premises in connection with the Transfer, and (ii) any free base rent reasonably provided to the Transferee, (iii) any brokerage commissions in connection with the TransferTransfer (collectively, (iv) any reasonable attorneys fees incurred by Tenant in conjunction with documenting such Transferthe “Subleasing Costs”). "“Transfer Premium" ” shall also include, but not be limited to, key money, money and bonus money or other cash consideration paid by Transferee to Tenant in connection with such Transfer, and any payment in excess of fair market value for services rendered by Tenant to Transferee or for assets, fixtures, inventory, equipment, or furniture transferred by Tenant to Transferee in connection with such Transfer.

Transfer Premium. If Except as provided in Section 14.7 below, if Landlord consents to a Transfer (not including ---------------- any Collocation Agreement pursuant to Section 14.6 below)Transfer, as a condition ------------ thereto which the parties hereby agree is reasonable, Tenant shall pay to Landlord fifty one hundred percent (50100%) 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 incurred by Tenant for (i) any reasonable changes, alterations and improvements to the Premises in connection with the Transfer, and/or any commercially reasonable 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 (but only to the extent approved by Landlord), and (ii) any free base rent reasonably provided to the Transferee, (iii) any reasonable brokerage commissions in connection with the TransferTransfer (collectively, (iv) any reasonable attorneys fees incurred by Tenant in conjunction with documenting such Transferthe “Subleasing Costs”). "“Transfer Premium" ” shall also include, but not be limited to, key money, money and bonus money or other cash consideration paid by Transferee to Tenant in connection with such Transfer, and any payment in excess of fair market value for services rendered by Tenant to Transferee or for assets, fixtures, inventory, equipment, or furniture transferred by Tenant to Transferee in connection with such Transfer.

Transfer Premium. If Landlord consents to a Transfer (not including ---------------- any Collocation Agreement pursuant to Section 14.6 below)Transfer, as a condition ------------ ---------------- thereto which the parties hereby agree is reasonable, Tenant shall pay to Landlord fifty percent (50%) of any "Transfer Premium," as that term is defined in this Section 14.3, received by Tenant from such Transferee. "Transfer ------------ Premium" shall mean all rent, additional rent 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 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 brokerage commissions in connection with the Transfer, (iv) any reasonable attorneys fees incurred by Tenant in conjunction with documenting such Transfer. "Transfer Premium" shall also include, but not be limited to, key money, bonus money or other cash consideration paid by Transferee to Tenant in connection with such Transfer, and any payment in excess of fair market value for services rendered by Tenant to Transferee or for assets, fixtures, inventory, equipment, or furniture transferred by Tenant to Transferee in connection with such Transfer. In the calculations of the Rent (as it relates to the Transfer Premium calculated under this Section 14.3), the Rent paid during each annual period for ------------ the Subject Space, shall be computed after adjusting such rent to the actual effective rent to be paid, taking into consideration any and all leasehold concessions granted in connection therewith, including, but not limited to, any rent credit and tenant improvement allowance. For purposes of calculating any such effective rent all such concessions shall be amortized on a straight-line basis over the relevant term.

Transfer Premium. If Landlord consents to a Transfer (not including ---------------- any Collocation Agreement pursuant to Section 14.6 below)Transfer, as a condition ------------ thereto which the parties hereby agree is reasonable, Tenant shall pay to Landlord fifty percent (50%) of any "Transfer Premium," , as that term is defined in this Section 14.3, received by Tenant from such Transferee. "“Transfer ------------ Premium" ” shall mean all rent, additional rent 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, . The Transfer Premium shall be calculated after first deducting the reasonable expenses incurred by Tenant for (i) any changes, alterations and improvements to the Premises in connection with the Transfer, (ii) any free base rent or other economic concessions reasonably provided to the Transferee, (iii) any brokerage commissions and reasonable legal fees and other professional fees incurred by Tenant in connection with the Transfer, and (iv) any reasonable attorneys fees incurred by Tenant in conjunction with documenting such Transferamounts payable to Landlord under Section 14.1 above (collectively, “Transfer Costs”). "“Transfer Premium" ” shall also include, but not be limited to, key money, bonus money or other cash consideration paid by Transferee to Tenant in connection with such Transfer, and any payment in excess of fair market value for services rendered by Tenant to Transferee or for assets, fixtures, inventory, equipment, or furniture transferred by Tenant to Transferee in connection with such Transfer. Tenant shall first recoup all Transfer Costs from the Transferee before any Transfer Premium must be paid to Landlord. No Transfer Premium shall apply in case of a Permitted Transfer (defined in Section 14.8 below).

Transfer Premium. If Landlord consents to a Transfer (not including ---------------- any Collocation Agreement pursuant to Section 14.6 below)Transfer, as a condition ------------ thereto which the parties hereby agree is reasonable, Tenant shall pay to Landlord fifty percent (50%) of any "Transfer Premium," as that term is defined in this Section 14.3, received by Tenant from such Transferee. "Transfer ------------ Premium" shall mean all rent, additional rent 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 incurred by Tenant for (i) any changes, alterations and improvements to the Premises in connection with the Transfer, (ii) any free base rent or other economic concessions reasonably provided to the Transferee, (iii) any brokerage commissions in connection with the Transfer, (iv) any reasonable attorneys attorneys' fees incurred by Tenant in conjunction connection with documenting the Transfer, and (v) any review and processing fees paid to Landlord in connection with such Transfer. The "Transfer Premium" shall ' also include, but not be limited to, 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.

Transfer Premium. If Landlord consents to a Transfer (not including ---------------- any Collocation Agreement pursuant to Section 14.6 below)Transfer, as a condition ------------ thereto which the parties hereby agree is reasonable, Tenant shall pay to Landlord fifty percent (50%) of any "Transfer Premium," as that term is defined in this Section 14.3, received by Tenant from such Transferee. "Transfer ------------ Premium" shall mean all rent, additional rent or other consideration payable (and actually paid) by such Transferee in connection with the Transfer in excess of the Rent and Additional Rent payable by Tenant under this Lease during the term of the Transfer on a per rentable square foot basis if less than all of the Premises is transferred, after deducting the reasonable expenses incurred by Tenant for (i) any changes, alterations and improvements to the Premises in connection with the Transfer, (ii) any free base rent or other economic concessions reasonably provided to the Transferee, (iii) any brokerage commissions in connection with the Transfer, and (iv) any reasonable attorneys reasonably incurred legal fees incurred by Tenant in conjunction with documenting such Transfer(collectively, "Tenant's Subleasing Costs"). "Transfer Premium" shall also include, but not be limited to, key money, bonus money or other cash consideration paid by Transferee to Tenant in connection with such Transfer, and any payment in excess of fair market value for services rendered by Tenant to Transferee or for assets, fixtures, inventory, equipment, or furniture transferred by Tenant to Transferee in connection with such Transfer. 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.

Transfer Premium. If If, after the last day of the thirty-sixth (36th) month anniversary of the Lease Commencement Date, Landlord consents to a Transfer (not including ---------------- any Collocation Agreement pursuant to Section 14.6 below)Transfer, as a condition ------------ thereto which the parties hereby agree is reasonable, Tenant shall pay to Landlord fifty percent (50%) of any "Transfer Premium," as that term is defined in this Section 14.3, Premium received by Tenant from such Transferee; no Tenant Transfer Premium shall be payable by Tenant for Transfers consented to by Landlord during the first thirty-six (36) months of the Lease Term in connection with the relevant assignment or sublease. "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 incurred by Tenant for (i) any changes, alterations and improvements to the Premises in connection with the TransferTransfer (but only to the extent approved by Landlord), (ii) any free base rent reasonably provided to the Transferee, (iii) any brokerage commissions in connection with the Transfer, (iii) any rent concessions made or improvement allowances provided by Tenant, (iv) any reasonable attorneys fees incurred an amount equal to the Rent paid by Tenant in conjunction with documenting such Transferduring its marketing period, (v) marketing costs, and (vi) unamortized costs of the Tenant Improvements or Alterations paid for by Tenant (collectively, the "Subleasing Costs"). "Transfer Premium" 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.

Transfer Premium. If Landlord consents to a Transfer (not including ---------------- any Collocation Agreement pursuant to Section 14.6 below)Transfer, as a condition ------------ thereto which the parties hereby agree is reasonable, Tenant shall pay to Landlord fifty percent (50%) of any "“Transfer Premium," ”, as that term is defined in this Section 14.3, received by Tenant from such Transferee. "“Transfer ------------ Premium" ” shall mean all rent, additional rent 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 incurred by Tenant for (i) any changes, alterations Alterations and improvements to the Premises incurred in connection with the Transfer, (ii) any free base rent reasonably provided to the Transferee, (iii) any reasonable brokerage commissions incurred in connection with the Transfer, (iviii) any reasonable attorneys advertising costs incurred in connection with the Transfer, and (iv) reasonable legal fees incurred by Tenant in conjunction connection with documenting such the Transfer. "“Transfer Premium" ” shall also include, but not be limited to, key money, money and bonus money or other cash consideration paid by Transferee to Tenant in connection with such Transfer, and any payment in excess of fair market value for services rendered by Tenant to Transferee or for assets, fixtures, inventory, equipment, or furniture transferred by Tenant to Transferee in connection with such Transfer. For the avoidance of doubt, the terms of this Section 14.3 shall not apply to a transaction undertaken pursuant to Section 14.7.

Transfer Premium. If Except as otherwise provided in Section 14.7 below, if Landlord consents to a Transfer (not including ---------------- any Collocation Agreement pursuant to Section 14.6 below)Transfer, as a condition ------------ thereto which the parties hereby agree is reasonable, Tenant shall pay to Landlord fifty percent (50%) of any "the Transfer Premium," as that term is defined in this Section 14.3, Premium received by Tenant from such Transferee. "Transfer ------------ Premium" shall mean all rent, additional rent or other consideration (excluding any consideration for business assets) payable by such Transferee in connection with the Transfer which is in excess of the Rent and Additional Rent payable by Tenant under this Lease during the term of the Transfer 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 reasonable changes, alterations and improvements to the Premises in connection with the TransferTransfer (but only to the extent approved by Landlord), and (ii) any free base rent reasonably provided to the Transferee, (iii) any actual out-of-pocket brokerage commissions and attorneys’ fees paid in connection with the Transfer. Notwithstanding the foregoing to the contrary, consideration for business assets shall not be excluded from the calculation of the Transfer Premium to the extent (ivA) any reasonable attorneys fees incurred their exclusion (1) is a subterfuge to avoid Tenant's obligations under this Section 14.3, and/or (2) such business assets were received by Tenant from such Transferee in conjunction with documenting lieu of any rent, additional rent or other consideration that would have been received by Tenant from such TransferTransferee under this Section 14.3, and/or (B) Landlord determines, in its business judgment, that such consideration was for the leasehold value and not for general business assets. "Transfer Premium" Premium shall also include, but not be limited to, key money, money and bonus money or other cash consideration paid by Transferee to Tenant in connection with such Transfer, and any payment in excess of fair market value for services rendered by Tenant to Transferee or for assets, fixtures, inventory, equipment, or furniture transferred by Tenant to Transferee in connection with such Transfer.

Transfer Premium. If Landlord consents to a Transfer (not including ---------------- any Collocation Agreement pursuant to Section 14.6 below)Transfer, as a condition ------------ thereto which the parties hereby agree is reasonable, Tenant shall pay to Landlord fifty seventy-five percent (5075%) of any "Transfer Premium," as that term is defined in this Section 14.3, received by Tenant from such Transferee. "Transfer ------------ Premium" shall mean all rent, additional rent 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 incurred by Tenant for (i) any changes, alterations and improvements to the Premises in connection with the Transfer, and (ii) any free base rent reasonably provided to the Transferee, (iii) any attorneys' fees and brokerage commissions in connection with the Transfer, (iv) any reasonable attorneys fees incurred by Tenant in conjunction with documenting such Transfer. "Transfer Premium" shall also include, but not be limited to, key money, money and bonus money or other cash consideration paid by Transferee to Tenant in connection with such Transfer, and any payment in excess of fair market value for services rendered by Tenant to Transferee or for assets, fixtures, inventory, equipment, or furniture transferred by Tenant to Transferee in connection with such Transfer. Notwithstanding the foregoing, no Transfer Premium shall be due in connection with any Transfer to an Affiliate pursuant to Section 14.7 below.

Transfer Premium. If Landlord consents to a Transfer (not including ---------------- any Collocation Agreement pursuant to Section 14.6 below)Transfer, and as a condition ------------ thereto which the parties hereby agree is reasonable, Tenant shall pay to Landlord fifty percent (50%) of any "Transfer Premium," as that term is defined in this Section 14.3, received Premium derived by Tenant from such TransfereeTransfer. "“Transfer ------------ Premium" ” shall mean all rent, additional rent or other consideration payable paid by such Transferee in connection with the Transfer in excess of the Rent and Additional Rent payable by Tenant under this Lease (on a monthly basis during the term of the Transfer Term, and on a per rentable square foot basis basis, if less than all of the Premises is transferred), after deducting therefrom (on a monthly basis) the reasonable expenses incurred by Tenant Tenant, amortized over the balance of the Term, for (i) any changes, alterations and improvements to the Premises in connection with the TransferPremises, (ii) any free base rent reasonably other economic concessions or services provided to the Transferee, (iii) and any customary brokerage commissions paid in connection with the TransferTransfer if acceptable written evidence of such expenditures is provided in advance to Landlord. If part of the consideration for such Transfer shall be payable other than in cash, Landlord’s share of such non-cash consideration shall be in such form as is reasonably satisfactory to Landlord. The percentage of the Transfer Premium due Landlord hereunder shall be paid within ten (iv10) days after Tenant receives any reasonable attorneys fees incurred by Tenant in conjunction with documenting such TransferTransfer Premium from the Transferee. "Transfer Premium" The provisions of this Section 20(C) shall also include, but not be limited to, key money, bonus money or other cash consideration paid by Transferee applicable to a 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 TransferAffiliate.

Transfer Premium. If Landlord consents to a Transfer (not including ---------------- any Collocation Agreement pursuant to Section 14.6 below)Transfer, as a condition ------------ thereto which the parties hereby agree is reasonable, Tenant shall pay to Landlord fifty percent (50%) of any "Transfer Premium," as that term is defined in this Section 14.3, received by Tenant from such Transferee after deducting the reasonable expenses incurred by Tenant for (i) any changes, alterations and improvements to the Premises in connection with the Transfer (including any tenant improvement allowances granted in connection with the Transfer), (ii) any free base rent or other economic concessions reasonably provided to the Transferee, (iii) any brokerage commissions in connection with the Transfer, (iv) other reasonable costs incurred by Tenant relating to the Transfer, and (v) reasonable attorneys' fees incurred in connection with the Transfer. "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 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 brokerage commissions in connection with the Transfer, (iv) any reasonable attorneys fees incurred by Tenant in conjunction with documenting such Transfer. "Transfer Premium" shall also include, but not be limited to, key money, bonus money or other cash consideration paid by Transferee to Tenant in connection with such Transfer, and any payment in excess of fair market value for services rendered by Tenant to Transferee or for assets, fixtures, inventory, equipment, or furniture transferred by Tenant to Transferee in connection with such Transfer. The determination of the amount of Landlord's applicable share of the Transfer Premium shall be made on a monthly basis as rent or other consideration is received by Tenant under the Transfer.

Transfer Premium. If Landlord consents to a Transfer (not including ---------------- any Collocation Agreement pursuant to Section 14.6 below)Transfer, as a condition ------------ thereto which the parties hereby agree is reasonable, Tenant shall pay to Landlord fifty percent (50%) of any "Transfer Premium," as that term is defined in this Section 14.3, received by Tenant from such Transferee. "Transfer ------------ Premium" shall mean all rent, additional rent 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, and after deducting the reasonable expenses incurred by Tenant for deduction of (i) any changes, alterations and costs of improvements made to the Premises Subject Space in connection with the such Transfer, (ii) any free base rent reasonably provided to the Transfereebrokerage commissions paid in connection with such Transfer, (iii) any brokerage commissions reasonable legal fees incurred in connection with the such Transfer, and (iv) any reasonable attorneys fees incurred by Tenant in conjunction with documenting such Transferother concessions provided to the transferee. "Transfer Premium" shall also include, but not be limited to, key money, bonus money or other cash consideration paid by Transferee to Tenant in connection with such Transfer, and any payment in excess of fair market value for services rendered by Tenant to Transferee or for assets, fixtures, inventory, equipment, or furniture transferred by Tenant to Transferee in connection with such Transfer. The determination of the amount of Landlord's applicable share of the Transfer Premium shall be made on a monthly basis as rent or other consideration is received by Tenant under the Transfer.

Transfer Premium. If Landlord consents to a Transfer (not including ---------------- any Collocation Agreement pursuant to Section 14.6 below)proposed transfer, as a condition ------------ thereto which the parties hereby agree is reasonable, Tenant shall pay to Landlord fifty percent (50%) of any "“Transfer Premium," ” as that term is defined in this Section 14.3, received by Tenant from such Transferee. "“Transfer ------------ Premium" ” shall mean all rent, additional rent or other consideration payable by such Transferee 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); provided, after deducting the reasonable expenses incurred by Tenant for (i) any changeshowever, alterations and improvements to the Premises in connection with the Transfer, (ii) any free base rent reasonably provided to the Transferee, (iii) any brokerage commissions in connection with the Transfer, (iv) any reasonable attorneys fees incurred by Tenant in conjunction with documenting such Transfer. "Transfer Premium" Premium shall also include, but not be limited to, key money, bonus money or other cash consideration paid by Transferee transferee to Tenant in connection with such Transfertransfer, and any payment in excess of fair market value for services rendered by Tenant to Transferee transferee or for assets, fixtures, inventory, equipment, or furniture transferred by Tenant to Transferee transferee in connection with such Transfer, and shall be reduced dollar for dollar (on a straight-line amortized basis over the term of the applicable sublease or the remaining Lease Term other than with respect to a sublease) by any reasonable, out-of-pocket expenses incurred by Tenant in connection with such Transfer. No Transfer Premium shall apply for any transaction not requiring Landlord consent under this Article 14.

Transfer Premium. If Except in connection with any Permitted Transfer as that term is defined in Section 14.8 below, if Landlord consents to a Transfer (not including ---------------- any Collocation Agreement pursuant to Section 14.6 below)Transfer, as a condition ------------ thereto which the parties hereby agree is reasonable, Tenant shall pay to Landlord fifty percent (50%) of any "“Transfer Premium," ” as that term is defined in this Section 14.3, received by Tenant from such Transferee. "“Transfer ------------ Premium" ” shall mean all rent, additional rent 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, and after deducting the reasonable expenses incurred by Tenant for (i) any changes, alterations and or improvements to the Premises in connection with the Transfer, (ii) any free base rent reasonably provided to the Transferee in connection with the Transfer (provided that such free rent shall be deducted only to the extent the same is included in the calculation of total consideration payable by such Transferee), and (iii) any brokerage reasonable legal fees and broker commissions incurred by Tenant in connection with the Transfer, and (iv) any reasonable attorneys fees incurred by Tenant in conjunction with documenting such Transferamounts payable to Landlord under Section 14.1 above (collectively, “Transfer Costs”). "“Transfer Premium" ” shall also include, but not be limited to, key money, bonus money or other cash consideration paid by Transferee to Tenant in connection with such Transfer, and any payment in excess of fair market value for services rendered by Tenant to Transferee or for assets, fixtures, inventory, equipment, or furniture transferred by Tenant to Transferee in connection with such Transfer. The determination of the amount of Landlord’s applicable share of the Transfer Premium shall be made on a monthly basis as rent or other consideration is received by Tenant under the Transfer.

Transfer Premium. If Except as otherwise provided in Sections 14.4 and 14.5 above, if Landlord consents to a Transfer (not including ---------------- any Collocation Agreement pursuant to Section 14.6 below)Transfer, as a condition ------------ thereto which the parties hereby agree is reasonable, Tenant shall pay to Landlord fifty percent (50%) of any "Transfer Premium," as that term is defined in this Section 14.314.6, received by Tenant from such Transferee. "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 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 brokerage commissions in connection with the Transfer, (iii) the unamortized cost of all Alterations and any Tenant Improvements paid for by Tenant from Tenant's own funds and not initially funded by Landlord or paid for by Landlord out of any tenant improvement allowances, and (iv) any reasonable attorneys legal fees incurred by Tenant in conjunction with documenting such Transfernegotiating the Transfer and obtaining Landlord's consent thereto and in collecting any sums due from the Transferee (collectively, the "Subleasing Costs"). "Transfer Premium" shall also include, but not be limited to, key money, money and bonus money or other cash consideration paid by Transferee to Tenant in connection with such Transfer, and any payment in excess of fair market value for services rendered by Tenant to Transferee or for assets, fixtures, inventory, equipment, equipment or furniture transferred by Tenant to Transferee in connection with such Transfer.

Transfer Premium. If Landlord consents to a Transfer (not including ---------------- any Collocation Agreement pursuant to Section 14.6 below)Transfer, as a condition ------------ thereto which the parties hereby agree is reasonable, Tenant shall pay to Landlord fifty percent (50%) of any "“Transfer Premium," ” as that term is defined in this Section 14.3, received by Tenant from such Transferee. "“Transfer ------------ Premium" ” shall mean all rent, additional rent 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 (collectively, the “Reasonable Transfer Costs”) incurred by Tenant for (i) any changesreasonable third party legal fees, 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 in connection with the Transfer, (iv) any reasonable attorneys fees incurred by Tenant in conjunction with documenting such Transfer. "“Transfer Premium" ” shall also include, but not be limited to, key money, money and bonus money or other cash consideration paid by Transferee to Tenant in connection with such Transfer, and any payment in excess of fair market value for services rendered by Tenant to Transferee or for assets, fixtures, inventory, equipment, or furniture transferred by Tenant to Transferee in connection with such Transfer. In the case of a Transfer other than an assignment of Tenant’s entire interest in the Lease and Premises, Reasonable Transfer Costs shall be amortized on a straight line basis, without interest, over the initial term of the Transfer.

Transfer Premium. If Landlord consents to a Transfer (not including ---------------- any Collocation Agreement pursuant to Section 14.6 below)Transfer, as a condition ------------ thereto which the parties hereby agree is reasonable, Tenant shall pay to Landlord fifty percent (50%) of any "Transfer Premium," as that term is defined in this Section 14.3, received by Tenant from such Transferee. "Transfer ------------ Premium" shall mean all rent, additional rent 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, . The Transfer Premium shall be calculated after first deducting the reasonable expenses incurred by Tenant for (i) any changes, alterations and improvements to the Premises in connection with the Transfer, (ii) any free base rent or other economic concessions reasonably provided to the Transferee, and (iii) any brokerage commissions or legal fees in connection with the Transfer, Transfer (iv) any reasonable attorneys fees incurred by Tenant in conjunction with documenting such Transfer“Transfer Costs”). "Transfer Premium" shall also include, but not be limited to, key money, bonus money or other cash consideration paid by Transferee to Tenant in connection with such Transfer, and any payment in excess of fair market value for services rendered by Tenant to Transferee or for assets, fixtures, inventory, equipment, or furniture transferred by Tenant to Transferee in connection with such Transfer. Tenant shall first recoup all Transfer Costs from the Transferee before any Transfer Premium must be paid to Landlord. Notwithstanding anything set forth herein to the contrary, in no event shall Tenant be required to pay a Transfer Premium in connection with a Transfer pursuant to Section 14.8 of this Lease, below.