Common use of Landlord’s Consent to Alterations Clause in Contracts

Landlord’s Consent to Alterations. Tenant may not make any improvements, alterations, additions or changes to the Premises (collectively, the “Alterations”) without first procuring the prior written consent of Landlord to such Alterations, which consent shall be requested by Tenant not less than fifteen (15) days prior to the commencement thereof, and which consent shall not be unreasonably withheld, conditioned or delayed by Landlord; provided, however, Landlord may withhold its consent in its sole and absolute discretion with respect to any Alterations which may adversely affect the structural components of the Building or the Systems and Equipment in more than a de minimis manner (e.g., the mere tying into Systems shall not be subject to the sole discretion standard) or which can be seen from outside the Building. Tenant shall pay (i) for Alterations performed by Tenant, Landlord’s reasonable third-party costs incurred in connection with reviewing such Alterations, and (ii) for Alterations for which Tenant has engaged Landlord to supervise and Landlord’s contractors to perform, a supervision fee of two and one-half percent (2.5%) of the total cost of such Alteration (for the avoidance of doubt, the foregoing supervisory fee shall not be due or payable in connection with the Tenant Improvements and the Vivarium improvements and no supervisory fee shall be due or payable in connection with any capital improvements performed by Landlord). Notwithstanding the foregoing, no Landlord approval shall be required (provided advance notice shall be provided to Landlord) for (a) installation, removal or realignment of furniture systems not involving any modifications to the structure or connections (other than by ordinary plugs or jacks) to the Systems, (b) Alterations which could not reasonably be expected to affect the structural components of the Building or the Systems and Equipment and which cost less than $150,000 for any one (1) job and no more than $300,000 in the aggregate in any calendar year during the Lease Term (excluding any costs for painting, carpeting, and similar purely cosmetic work), (c) Alterations which do not require a building permit, and (d) merely cosmetic work (such as painting and carpeting). The construction of the initial improvements to the Premises shall be governed by the terms of the Tenant Work Letter and not the terms of this Article 8.

Landlord’s Consent to Alterations. Tenant may not make any improvements, alterations, additions or changes to the Premises (collectively, the “Alterations”"ALTERATIONS") without first procuring the prior written consent of Landlord to such Alterations, which consent shall be requested by Tenant not less than fifteen thirty (1530) days prior to the commencement thereof, and which consent (as indicated in Section 29.4 below) shall not be unreasonably withheld, conditioned or delayed withheld by Landlord; provided. However, howeverTenant may make (i) cosmetic changes to the finish work in the Premises, not requiring any structural or other substantial modifications to the Premises (e.g., voice/data cabling), without Landlord's prior consent, (ii) cosmetic changes to the interior of any Tenant space within the Building (e.g., changes to the carpet, wallcovering and paint) and (iii) nonstructural changes to the interior of any Tenant space within the Building (such cosmetic and nonstructural changes to be referred to hereafter collectively as the "ACCEPTABLE CHANGES") upon at least ten (10) days prior notice to Landlord may withhold its but without Landlord's prior consent in its sole and absolute discretion provided (a) with respect to any Alterations which may adversely affect the structural components changes described in Subsection 8.1(iii) above only, such changes do not cost in excess of Two Dollars ($2.00) per usable square foot of the Building or the Systems and Equipment in more than a de minimis manner (e.g., the mere tying into Systems shall not be subject to the sole discretion standard) or which can be seen from outside the Building. Tenant shall pay (i) for Alterations performed by Tenant, Landlord’s reasonable third-party costs incurred in connection with reviewing such Alterations, and (ii) for Alterations for which Tenant has engaged Landlord to supervise and Landlord’s contractors to perform, a supervision fee of two and one-half percent (2.5%) of the total cost of such Alteration (for the avoidance of doubt, the foregoing supervisory fee shall not be due or payable in connection with the Tenant Improvements and the Vivarium improvements and no supervisory fee shall be due or payable in connection with any capital improvements performed by Landlord). Notwithstanding the foregoing, no Landlord approval shall be required (provided advance notice shall be provided to Landlord) for (a) installation, removal or realignment of furniture systems not involving any modifications to the structure or connections (other than by ordinary plugs or jacks) to the Systems, (b) Alterations which could not reasonably be expected to affect the structural components of the Building or the Systems and Equipment and which cost less than $150,000 Premises for any one (1) job and no more than $300,000 in job, (b) such Acceptable Changes do not affect the aggregate in exterior appearance of the Building or Common Areas, the structural aspects of the Building, or any calendar year during the Lease Term (excluding any costs for painting, carpetingBuilding System or Equipment, and similar purely cosmetic work), (c) Tenant shall perform such Acceptable Changes in a good and workmanlike manner and in conformance with any and all applicable federal, state, county or municipal laws, rules or regulations (collectively, "APPLICABLE LAWS"). At any time Tenant proposes to make Alterations which do not require a building permitthe consent of Landlord pursuant to this Section 8.1, Tenant's notice regarding the proposed Alterations shall be provided together with plans and specifications for the Alterations, and Landlord shall approve or disapprove of the same within fifteen (d15) merely cosmetic work (such as painting and carpeting)days after Landlord's receipt thereof. The construction of the initial improvements to the Premises shall be governed by the terms of the Tenant Work Letter and not the terms of this Article 8, and therefore, as used herein, the term "Alterations" does not refer to any tenant improvements installed pursuant to the Tenant Work Letter.

Landlord’s Consent to Alterations. Tenant may not make any improvements, alterations, additions or changes to the Premises (collectively, the “"Alterations”") without first procuring the prior written consent of Landlord to such Alterations, which consent shall be requested by Tenant not less than fifteen thirty (1530) days prior to the commencement thereof, and which consent shall not be unreasonably withheld, conditioned or delayed withheld by Landlord; provided, however, Landlord may withhold its consent in its sole and absolute discretion with respect to any Alterations which may adversely affect the structural components of the Building or the Systems and Equipment in more than a de minimis manner (e.g., the mere tying into Systems shall not be subject to the sole discretion standard) or which can be seen from (or may affect any area) outside the Building. Tenant shall pay Premises (i) for Alterations performed by Tenant, Landlord’s reasonable third-party costs incurred in connection with reviewing such Alterations, and (ii) for Alterations for which Tenant has engaged Landlord to supervise and Landlord’s contractors to perform, a supervision fee of two and one-half percent (2.5%) of the total cost of such Alteration (for the avoidance of doubtcollectively, the foregoing supervisory fee shall not be due or payable in connection with the Tenant Improvements and the Vivarium improvements and no supervisory fee shall be due or payable in connection with any capital improvements performed by Landlord"Prohibited Alterations"). Notwithstanding the foregoingforegoing to the contrary, no Landlord approval Landlord's prior consent shall not be required (provided advance notice shall be provided with respect to Landlord) for (a) installation, removal or realignment of furniture systems not involving any modifications interior Alterations to the structure or connections Premises which (other than by ordinary plugs or jacksi) to the Systemsare not Prohibited Alterations, (bii) Alterations which could not reasonably be expected to affect the structural components of the Building or the Systems and Equipment and which cost less than $150,000 [***] for any one (1) job and no more than $300,000 in the aggregate in any calendar year during the Lease Term (excluding any costs for painting, carpetingjob, and similar purely cosmetic work), (ciii) Alterations which do not require a building permitpermit of any kind, as long as (A) Tenant delivers to Landlord notice and copy of any final plans, specifications and working drawings for any such Alterations at least ten (10) days prior to commencement of the work thereof, and (dB) merely cosmetic work the other conditions of this Article 8 are satisfied including, without limitation, conforming to Landlord's rules, regulations and insurance requirements which govern contractors. Tenant shall pay for all overhead, general conditions, fees and other costs and expenses of the Alterations, and shall pay to Landlord a Landlord supervision fee of [***] percent (such as painting and carpeting)[***]%) of the cost of the Alterations that require Landlord's consent. The construction of the initial improvements to the Premises shall be governed by the terms of the Tenant Work Letter and not the terms of this Article 8.

Landlord’s Consent to Alterations. Tenant may not make any improvements, alterations, additions or changes to the Premises (collectively, the “"Alterations”") without first procuring the prior written consent of Landlord to such Alterations, which consent shall still be requested by Tenant not less than fifteen twenty (1520) days prior to the commencement thereof, and which consent shall not be unreasonably withheld, conditioned or delayed withheld by Landlord; provided, however, Landlord may withhold its consent in its sole and absolute discretion (but good faith) with respect to any Alterations which may adversely affect are likely to have an adverse effect on the structural components of the Building or the Systems and Equipment in more than a de minimis manner (e.g., the mere tying into Systems shall not be subject to the sole discretion standard) or which can be seen from (or may affect any area) outside the Building. Tenant shall pay Premises (i) for Alterations performed by Tenant, Landlord’s reasonable third-party costs incurred in connection with reviewing such Alterations, and (ii) for Alterations for which Tenant has engaged Landlord to supervise and Landlord’s contractors to perform, a supervision fee of two and one-half percent (2.5%) of the total cost of such Alteration (for the avoidance of doubtcollectively, the foregoing supervisory fee shall not be due or payable in connection with the Tenant Improvements and the Vivarium improvements and no supervisory fee shall be due or payable in connection with any capital improvements performed by Landlord"Major Alterations"). Notwithstanding the foregoingforegoing to the contrary, no Landlord approval Landlord's prior consent shall not be required with respect to any interior Alterations td the Premises which (provided advance notice shall be provided to Landlordi) for (a) installation, removal or realignment of furniture systems are not involving any modifications to the structure or connections (other than by ordinary plugs or jacks) to the SystemsMajor Alterations, (bii) Alterations which could not reasonably be expected to affect the structural components of the Building or the Systems and Equipment and which cost less than $150,000 [***] for any one (1) job and no more than $300,000 in the aggregate in any calendar year during the Lease Term (excluding any costs for painting, carpetingjob, and similar purely cosmetic work), (ciii) Alterations which do not require a building permitpermit of any kind, as long as (A) Tenant delivers to Landlord notice and a copy of any final plans, specifications and working drawings for any such Alterations at least ten (10) days prior, to commencement of the work thereof, and (dB) merely cosmetic work the other conditions of this Article 8 are satisfied including, without limitation, conforming to Landlord's rules, regulations and insurance requirements which govern contractors. [***] Confidential portions of this document have been redacted and filed separately with the Commission. Tenant shall pay to Landlord a Landlord supervision fee of [***] percent (such as painting and carpeting)[***]%) of the cost of Major Alterations. The construction of the initial improvements to the Premises shall be governed by the terms of the Tenant Work Letter and not the terms of this Article 8.

Landlord’s Consent to Alterations. Tenant may not make any improvements, alterations, additions or changes to the Premises or any mechanical, plumbing or HVAC facilities or systems pertaining to the Premises (collectively, the “Alterations”) without first procuring the prior written consent of Landlord to such Alterations, which consent shall be requested by Tenant not less than fifteen thirty (1530) days prior to the commencement thereof, and which consent shall not be unreasonably withheld, conditioned or delayed delayed. The construction of the initial improvements to the initial Premises and the Must-Take Premises shall be governed by the terms of the Tenant Work Letter and not the terms of this Article 8. Tenant may, without Landlord; provided’s consent, howevermake any Alteration to the Premises that meets all of the following criteria (a “Cosmetic Alteration”): (a) the Alteration is decorative in nature (such as paint, carpet or other wall or floor finishes, movable partitions or other such work) or otherwise consists of de minimus work such as the installation of light fixtures or additional circuits, (b) Tenant provides Landlord may withhold its consent in its sole and absolute discretion with respect to any Alterations which may adversely advance written notice of the commencement of such Cosmetic Alteration, (c) such Alteration does not affect the Building Systems in any material way or any structural components portion of the Building or the Systems and Equipment in more than a de minimis manner (e.g., the mere tying into Systems shall not be subject to the sole discretion standard) or which can be seen from outside the Building. Tenant shall pay (i) for Alterations performed by Tenant, Landlord’s reasonable third-party costs incurred in connection with reviewing such Alterations, and (ii) for Alterations for which Tenant has engaged Landlord to supervise and Landlord’s contractors to perform, a supervision fee of two and one-half percent (2.5%) of the total cost of such Alteration (for the avoidance of doubt, the foregoing supervisory fee shall not be due or payable in connection with the Tenant Improvements and the Vivarium improvements and no supervisory fee shall be due or payable in connection with any capital improvements performed by Landlord). Notwithstanding the foregoing, no Landlord approval shall be required (provided advance notice shall be provided to Landlord) for (a) installation, removal or realignment of furniture systems not involving any modifications to the structure or connections (other than by ordinary plugs or jacks) to the Systems, (b) Alterations which could not reasonably be expected to affect the structural components part of the Building or other than the Systems and Equipment and which cost less than $150,000 for any one (1) job and no more than $300,000 in the aggregate in any calendar year during the Lease Term (excluding any costs for painting, carpeting, and similar purely cosmetic work)Premises, (cd) Alterations which do the work does not require a building permit or other governmental permit, and (de) merely cosmetic the work does not involve opening the ceiling. At the time Tenant notifies Landlord of any Cosmetic Alteration, Tenant shall give Landlord a copy of Tenant’s plans for the work. If the Cosmetic Alteration is of such a nature that formal plans will not be prepared for the work, Tenant shall provide Landlord with a reasonably specific description of the work. Landlord agrees to respond to any request by Tenant for approval of Alterations which approval is required hereunder within ten (10) business days after delivery of Tenant’s written request; Landlord’s response shall be in writing and, if Landlord withholds its consent to any Alterations described in any such as painting Plans, Landlord shall specify in reasonable detail in Landlord’s notice of disapproval, the basis for such disapproval, and carpeting)the changes to Tenant’s plans which would be required in order to obtain Landlord’s approval. If Landlord fails to notify Tenant of Landlord’s approval or disapproval of any such Plans within such ten (10) business day period, Tenant shall have the right to provide Landlord with a second written request for approval (a “Second Request”) that specifically identifies the applicable Plans and contains the following statement in bold and capital letters: “THIS IS A SECOND REQUEST FOR APPROVAL PURSUANT TO THE PROVISIONS OF SECTION 8.1 OF THE LEASE. IF LANDLORD FAILS TO RESPOND WITHIN FIVE (5) BUSINESS DAYS AFTER RECEIPT OF THIS NOTICE, THEN LANDLORD SHALL BE DEEMED TO HAVE APPROVED THE WORK DESCRIBED HEREIN.” If Landlord fails to respond to such Second Request within five (5) business days after receipt by Landlord, the plans in question shall be deemed approved by Landlord. The construction of the initial improvements to the Premises shall be governed by the terms of the Tenant Work Letter and not the terms of this Article 8.

Landlord’s Consent to Alterations. Subject to the following provisions of this Article 8, Tenant may not shall have the right, without Landlord’s or Master Landlord’s consent, to make any improvementschanges, alterationsmodifications, additions or changes and alterations to the Premises during the first twelve (12) months of the Lease Term (collectively, the “Permitted Alterations”). It is understood that, subject to the following provisions of this Article 8, Tenant may (but without obligation to do so) also install and construct infrastructure and telecommunications facilities and equipment in the Premises during such 12-month period, and that the same shall be considered part of Permitted Alterations. With respect to any Permitted Alterations (including, without first procuring limitation, under Section 1.3 above) that do not require Landlord’s or Master Landlord’s consent, Landlord’s consent (and the prior written consent of Master Landlord to such under the Master Lease) shall still be required for the plans and specifications for the Permitted Alterations, which consent by Landlord shall not be withheld, conditioned or delayed (and Landlord shall cause Master Landlord to not so unreasonably withhold, condition or delay its consent), unless a Design Problem exists, and will be deemed consented to by Landlord (and Master Landlord, as the case may be) unless Landlord (or Master Landlord, as the case may be) denies its consent by written notice to Tenant identifying the Design Problem within ten (10) business days after the date Landlord receives the plans and specifications in question. A “Design Problem” is defined as the applicable Alteration: (i) materially and adversely affecting the Building Structure or Building floor loads; (ii) materially and adversely affecting the Building Systems (or the reasonable industry-standard third-party manufacturer’s specifications for the Building Systems); (iii) unreasonably interfering with any of Master Landlord’s normal and customary business operations at the Building or Project or other tenants’ or occupants” use or enjoyment of their premises, systems and/or equipment, provided that such use and enjoyment is for normal and customary purposes in an office/telecommunications building that do not unreasonably interfere with Tenant’s operations permitted under and conducted in compliance with the TCCs of this Lease; (iv) creating a dangerous or hazardous condition; and/or (v) failing to comply with Applicable Laws or any other provisions of this Lease (including, without limitation, Section 7 of the Summary). Notwithstanding anything to the contrary set forth herein, the existing improvements, alterations, Meet Me Room Sublease systems and equipment in the Premises shall not be deemed to create a Design Problem if such Design Problem exists as a result of any action by Landlord or Master Landlord on or after the Lease Commencement Date. Additionally, without limiting the foregoing, during the Lease Term (as may be extended), Tenant shall not require Landlord’s or Master Landlord’s consent to (a) repair the Premises or to install, repair, replace, supplement or modify any telecommunications and/or Colocation systems and/or equipment within the Premises, provided such repairs, systems and equipment do not affect the Building Structure and would not result in a Design Problem, or (b) perform non-structural changes, modifications, additions and alterations to the Premises that do not affect the Building Structure or Building Systems and would not result in a Design Problem (collectively, the “Non-Structural Alterations”). Except in connection with Permitted Alterations that do not result in a Design Problem, and except as set forth in the preceding sentence, Landlord’s and Master Landlord’s consent shall be requested required for Tenant to make alterations to the Premises which affect the Building Structure or the Building Systems (collectively, the “B/S Alterations”), which consent or approval shall not be withheld by Landlord (and Landlord shall cause Master Landlord to not withhold its consent), unless a Design Problem exists. Permitted Alterations, Non-Structural Alterations and B/S Alterations and all other alterations to the Premises by or on behalf of Tenant not less than fifteen are sometimes collectively referred to herein as “Alterations”. Notwithstanding anything to the contrary contained in this Article 8, in no event may Tenant make any Alterations (151) that would result in a Design Problem unless Landlord (and Master Landlord under the Master Lease), in its sole and absolute discretion, approves same, (2) unless Tenant delivers to Landlord and Master Landlord written notice of such proposed Alterations together with the plans and specifications therefor (or any subsequent changes thereto) at least ten (10) business days prior to the commencement thereofof, such Alterations (so that Landlord and Master Landlord may determine if a Design Problem exits with respect thereto and/or post notices of non-responsibility), and which consent shall not be unreasonably withheld, conditioned or delayed by Landlord; provided, however, Landlord may withhold its consent (3) unless Tenant performs the same in its sole and absolute discretion compliance with this Article 8. With respect to any Alterations which may adversely affect the structural components of the Building or the Systems and Equipment in more than a de minimis manner (e.g., the mere tying into Systems shall not be subject to the sole discretion standard) or which can be seen from outside the Building. Tenant shall pay (i) for Alterations performed by Tenant, requiring Landlord’s reasonable third-and Master Landlord’s consent, if Landlord or Master Landlord does not notify Tenant in writing that it is withholding its consent to any proposed Alterations (it being understood that Landlord and Master Landlord may only withhold its respective consent if a Design Problem exists) within ten (10) business days after Tenant’s request, then such party costs incurred in connection with reviewing failing to so notify Tenant within such ten (10) business day period shall be deemed to have approved such Alterations, and (ii) for Alterations for which Tenant has engaged Landlord to supervise and Landlord’s contractors to perform, a supervision fee of two and one-half percent (2.5%) of the total cost of such Alteration (for the avoidance of doubt, the foregoing supervisory fee shall not be due or payable in connection with the Tenant Improvements and the Vivarium improvements and no supervisory fee shall be due or payable in connection with any capital improvements performed by Landlord). Notwithstanding the foregoing, no Landlord approval shall be required (provided advance notice shall be provided to Landlord) for (a) installation, removal or realignment of furniture systems not involving any modifications to the structure or connections (other than by ordinary plugs or jacks) to the Systems, (b) Alterations which could not reasonably be expected to affect the structural components of the Building or the Systems and Equipment and which cost less than $150,000 for any one (1) job and no more than $300,000 in the aggregate in any calendar year during the Lease Term (excluding any costs for painting, carpeting, and similar purely cosmetic work), (c) Alterations which do not require a building permit, and (d) merely cosmetic work (such as painting and carpeting). The construction of the initial improvements to the Premises shall be governed by the terms of the Tenant Work Letter and not the terms of this Article 8.

Landlord’s Consent to Alterations. Tenant may not make any improvements, alterations, additions or changes to the Premises or any mechanical, plumbing or HVAC facilities or systems pertaining to the Premises (collectively, the “Alterations”) without first procuring the prior written consent of Landlord to such Alterations, which consent shall be requested by Tenant not less than fifteen thirty (1530) days prior to the commencement thereof, and which consent shall not be unreasonably withheld, conditioned or delayed withheld by Landlord; provided, however, provided it shall be deemed reasonable for Landlord may to withhold its consent in its sole and absolute discretion with respect to any Alterations Alteration which may adversely affect affects the structural components portions or the systems or equipment of the Building or is visible from the Systems and Equipment in more than a de minimis manner (e.g., the mere tying into Systems shall not be subject to the sole discretion standard) or which can be seen from outside the Building. Tenant shall pay (i) for Alterations performed by Tenant, Landlord’s reasonable third-party costs incurred in connection with reviewing such Alterations, and (ii) for Alterations for which Tenant has engaged Landlord to supervise and Landlord’s contractors to perform, a supervision fee of two and one-half percent (2.5%) exterior of the total cost of such Alteration (for the avoidance of doubt, the foregoing supervisory fee shall not be due or payable in connection with the Tenant Improvements and the Vivarium improvements and no supervisory fee shall be due or payable in connection with any capital improvements performed by Landlord). Notwithstanding the foregoing, no Landlord approval shall be required (provided advance notice shall be provided to Landlord) for (a) installation, removal or realignment of furniture systems not involving any modifications to the structure or connections Premises (other than by ordinary plugs or jacks) to the Systemsany Back-Up Generator, (b) Alterations which could not reasonably be expected to affect the structural components of the Building or the Systems and Equipment and which cost less than $150,000 for any one (1) job and no more than $300,000 as defined in the aggregate in any calendar year during the Lease Term (excluding any costs for painting, carpeting, and similar purely cosmetic work), (c) Alterations which do not require a building permit, and (d) merely cosmetic work (such as painting and carpetingSection 29.35). The construction of the initial improvements to the Premises shall be governed by the terms of the Tenant Work Letter and not the terms of this Article 8. Notwithstanding anything to the contrary contained herein, Tenant may make non-structural alterations to the Premises (“Permitted Alterations”), without Landlord’s consent, provided that the aggregate cost of any such changes does not exceed $25,000.00 per instance (up to $75,000.00 in any twelve (12) month period), and further provided that such changes do not (i) require any structural modifications to the Premises or Building, (ii) affect the exterior of the Building (nor visible from the exterior of the Building), (iii) trigger any Law which would require either party to make any alteration or improvement to the Premises, the Building or the Project, or (iv) result in the voiding of Landlord’s insurance. Tenant shall give Landlord at least ten (10) days prior notice of such Permitted Alterations, which notice shall be accompanied by a reasonably detailed description of the Permitted Alteration and reasonably adequate evidence that such changes meet the criteria contained in this Section 8.1 to qualify as a Permitted Alteration. Except as otherwise provided, the term “Alterations” shall include Permitted Alterations.

Landlord’s Consent to Alterations. Tenant may not make any improvements, alterations, additions or changes to the Premises (collectively, the “Alterations”) without first procuring the prior written consent of Landlord to such Alterations, which consent shall be requested by Tenant not less than fifteen thirty (1530) days prior to the commencement thereof, and which consent shall not be unreasonably withheld, conditioned or delayed withheld by Landlord; provided, however, Landlord may withhold its consent in its sole and absolute discretion with respect to any Alterations which may materially or adversely affect the structural components of the Building or the Systems and Equipment in more than a de minimis manner (e.g., the mere tying into Systems shall not be subject to the sole discretion standard) or which can be seen from outside the Building. Tenant shall pay Premises (i) for Alterations performed by Tenant, Landlord’s reasonable third-party costs incurred in connection with reviewing such “Prohibited Alterations, and (ii) for Alterations for which Tenant has engaged Landlord to supervise and Landlord’s contractors to perform, a supervision fee of two and one-half percent (2.5%) of the total cost of such Alteration (for the avoidance of doubt, the foregoing supervisory fee shall not be due or payable in connection with the Tenant Improvements and the Vivarium improvements and no supervisory fee shall be due or payable in connection with any capital improvements performed by Landlord”). Notwithstanding the foregoingforegoing to the contrary, no Landlord approval prior consent shall not be required (provided advance notice shall be provided with respect to Landlord) for (a) installation, removal or realignment of furniture systems not involving any modifications interior Alterations to the structure or connections premises which (other than by ordinary plugs or jacksi) to the Systemsare not Prohibited Alterations, (bii) Alterations which could not reasonably be expected to affect the structural components of the Building or the Systems and Equipment and which cost less than Thirty Thousand Dollars ($150,000 30,000.00) for any one (1) job and no more than $300,000 in the aggregate in any calendar year during the Lease Term (excluding any costs for painting, carpetingjob, and similar purely cosmetic work), (ciii) Alterations which do to not require a building permitpermit of any kind, as long as (A) Tenant delivers to Landlord notice and a copy of any final plans, specifications and working drawings for any such Alterations at least ten (10) days prior to commencement of the work thereof, and (dB) merely cosmetic work the other conditions of this Article 8 are satisfied including, without limitation, conforming to Landlord’s rules, regulations and insurance requirements which govern contractors. Tenant shall pay for all overhead, general conditions, fees and other costs and expenses of the Alterations, and shall pay to Landlord a Landlord supervision fee of two percent (such as painting and carpeting)2%) of the cost of the Alterations. The construction of the initial improvements to the Premises shall be governed by the terms of the Tenant Work Letter and not the terms of this Article 8.

Landlord’s Consent to Alterations. Tenant may not make any improvements, alterations, additions or changes to the Premises or any mechanical, plumbing or HVAC facilities or systems pertaining to the Premises (collectively, the “Alterations”) without first procuring the prior written consent of Landlord to such Alterations, which consent shall be requested by Tenant not less than fifteen ten (1510) business days prior to the commencement thereof, and which consent shall not be unreasonably withheld, conditioned or delayed withheld by Landlord; provided, however, provided it shall be deemed reasonable for Landlord may to withhold its consent in its sole and absolute discretion with respect to any Alterations Alteration which may adversely affect affects the structural components portions or the systems or equipment of the Building or is visible from the Systems and Equipment in more than a de minimis manner (e.g., the mere tying into Systems shall not be subject to the sole discretion standard) or which can be seen from outside exterior of the Building. Tenant shall pay (i) for Alterations performed by Tenant, Landlord’s reasonable third-party costs incurred in connection with reviewing such Alterations, and (ii) for Alterations for which Tenant has engaged Landlord to supervise and Landlord’s contractors to perform, a supervision fee of two and one-half percent (2.5%) of the total cost of such Alteration (for the avoidance of doubt, the foregoing supervisory fee shall not be due or payable in connection with the Tenant Improvements and the Vivarium improvements and no supervisory fee shall be due or payable in connection with any capital improvements performed by Landlord). Notwithstanding the foregoing, no Landlord approval Tenant shall be required permitted to make Alterations following ten (provided advance 10) business days notice shall be provided to Landlord) for (a) installation, removal or realignment of furniture systems not involving any modifications but without Landlord’s prior consent, to the structure extent that such Alterations do not (i) adversely affect the systems and equipment of the Building, exterior appearance of the Building, or connections structural aspects of the Building, (other than by ordinary plugs or jacksii) cost in excess of an aggregate total of $50,000.00, and (iii) do not require the issuance of a building permit (the “Cosmetic Alterations”). In connection with any Alteration requiring Xxxxxxxx’s consent as set forth hereinabove, in the event that Landlord fails to respond within ten (10) business days to Tenant’s written request for such Alterations (an “Alteration Request”), Tenant shall have the right to send Landlord a written reminder notice, indicating that Landlord has failed to respond to Tenant’s Alteration Request (the “Alteration Reminder Notice”) (which Alteration Reminder Notice shall clearly and conspicuously state that Landlord’s failure to respond such Alteration Reminder Notice within five (5) business days following Landlord’s receipt of the same will result in a deemed approval of the proposed Alteration set forth in the Alteration Request). If Landlord fails to respond to the SystemsAlteration Request within five (5) business days after receipt of the Alteration Reminder Notice, then any aspects of the Alterations set forth in such Alteration Request that (i) do not adversely affect the Base Building, (bii) Alterations which could do not reasonably be expected to adversely affect the Building mechanical, electrical, plumbing or other systems, (iii) do not contain incomplete, missing or inaccurate specifications, (iv) do not adversely affect the structural components integrity of the Building or the Systems and Equipment and which cost less than $150,000 for any one (1) job and no more than $300,000 in the aggregate in any calendar year during the Lease Term (excluding any costs for painting, carpeting, and similar purely cosmetic work)Building, (cv) Alterations which do not require a building permitcomply with Code, (vi) do not adversely affect the systems and equipment of the Building, or (dvii) merely cosmetic work (such as painting and carpeting)do not adversely affect the exterior appearance of the Building, shall be deemed to have been approved by Landlord. The construction of the initial improvements to the Premises shall be governed by the terms of the Tenant Work Letter and not the terms of this Article 8.

Landlord’s Consent to Alterations. Tenant may not make any improvements, alterations, additions or changes to the Premises or any mechanical, plumbing or HVAC facilities or systems pertaining to the Premises (collectively, the “Alterations”) without first procuring the prior written consent of Landlord to such Alterations, which consent shall be requested by Tenant not less than fifteen (15) business days prior to the commencement thereof, and which consent shall not be unreasonably withheld, conditioned or delayed withheld by Landlord; provided, however, provided it shall be deemed reasonable for Landlord may to withhold its consent in its sole and absolute discretion with respect to any Alterations Alteration which may adversely affect affects the structural components portions or the systems or equipment of the Building or is visible from the Systems and Equipment in more than a de minimis manner exterior of the Building (e.g.collectively, the mere tying into Systems shall not be subject to the sole discretion standard) or which can be seen from outside the Building. Tenant shall pay (i) for Alterations performed by Tenant, Landlord’s reasonable third-party costs incurred in connection with reviewing such “Major Alterations, and (ii) for Alterations for which Tenant has engaged Landlord to supervise and Landlord’s contractors to perform, a supervision fee of two and one-half percent (2.5%) of the total cost of such Alteration (for the avoidance of doubt, the foregoing supervisory fee shall not be due or payable in connection with the Tenant Improvements and the Vivarium improvements and no supervisory fee shall be due or payable in connection with any capital improvements performed by Landlord”). Notwithstanding the foregoing, no Landlord approval Landlord’s consent shall not be required (provided advance notice shall be provided with respect to Landlord) for (a) installation, removal or realignment of furniture systems not involving any modifications interior Alterations to the structure or connections Premises which (other than by ordinary plugs or jacksi) to the Systemsare not Major Alterations, (bii) Alterations which could not reasonably be expected to affect the structural components of the Building or the Systems and Equipment and which cost less than Fifty Thousand Dollars ($150,000 50,000) for any one (1) job and no more than $300,000 in job, (iii) do not adversely affect the aggregate in any calendar year during value of the Lease Term (excluding any costs for painting, carpetingPremises or Building, and similar purely cosmetic work), (civ) Alterations which do not require a building permitpermit of any kind, as long a (A) Tenant delivers to Landlord notice and a copy of any final plans, specifications and working drawings for any such Alterations at least ten (10) days prior to commencement of the work thereof, and (dB) merely cosmetic work (such as the other conditions of this Article 8 are satisfied including, without limitation, conforming to Landlord’s rules, regulations, and insurance requirements which govern contractors; provided, however, that with respect to Alterations consisting solely of painting and carpeting, such Fifty Thousand Dollar ($50,000) amount shall be deemed increased to One Hundred Thousand Dollars ($100,000) (the “Cosmetic Alterations”). The construction of the initial improvements to the Premises and the initial improvements to the Must-Take Space shall be governed by the terms of the Tenant Work Letter and not the terms of this Article 8.

Landlord’s Consent to Alterations. Tenant may not make any improvements, alterations, additions or changes to the Premises or any mechanical, plumbing or HVAC facilities or systems pertaining to the Premises which affect the Building Structure, Building Systems or exterior appearance of the Building (collectively, the “AlterationsALTERATIONS”) without first procuring the prior written consent of Landlord to such Alterations, which consent shall be requested by Tenant not less than fifteen twenty (1520) days prior to the commencement thereof, and which consent shall not be unreasonably withheld, conditioned or delayed by Landlord; provided, however, provided it shall be deemed reasonable for Landlord may to withhold its consent in its sole and absolute discretion with respect to any Alterations Alteration which may materially or adversely affect the structural components of affects the Building Structure, Building Systems or the Systems and Equipment in more than a de minimis manner (e.g., the mere tying into Systems shall not be subject to the sole discretion standard) or which can be seen from outside exterior appearance of the Building. Tenant shall pay (iuse Landlord’s mechanical, electrical and plumbing engineer(s) for Alterations performed by all mechanical, electrical and plumbing design(s) for the Premises, so long as such fees are reasonable and consistent with market rates and so long as Landlord does not charge Tenant an administrative fee as part of the work orders for such contractors. Tenant shall not need the consent of Landlord for decorative changes to the Premises costing less than $10,000. Tenant agrees that Landlord has no obligation to upgrade the electrical service for the Building to meet Tenant, Landlord’s reasonable third-party costs incurred in connection with reviewing such Alterationsneeds, and (ii) Tenant agrees that Tenant shall be responsible for Alterations for which Tenant has engaged Landlord to supervise the distribution or redistribution of electrical service from the subpanels on the fifth and Landlord’s contractors to perform, a supervision fee of two and one-half percent (2.5%) sixth floors of the total cost of such Alteration (for the avoidance of doubt, the foregoing supervisory fee shall not be due or payable Building in connection with the improvements to the Premises to be performed by Tenant. Tenant Improvements and the Vivarium improvements and no supervisory fee shall be due or payable provide Landlord with electric load calculations in connection with the construction of any capital improvements performed by Landlord)Alterations, and Tenant shall not exceed the total amperage available from the subpanels located on the fifth and sixth floors of the Building. Notwithstanding the foregoing, no Landlord subject to Landlord’s review and approval of the proposed plans and specifications (which approval shall not be required (provided advance notice unreasonably withheld, conditioned or delayed), Landlord shall be provided permit Tenant, at Tenant’s sole cost and expenses, to Landlord) for (a) installation, removal or realignment of furniture systems not involving any modifications increase electrical service to the structure or connections (other than by ordinary plugs or jacks) to the Systems, (b) Alterations which could not reasonably be expected to affect the structural components of the Building or otherwise to modify the Systems and Equipment and which cost less than $150,000 for any one (1) job and no more than $300,000 electrical system in the aggregate in any calendar year during Building to the Lease Term extent necessary to provide electrical service required for the Lab Areas (excluding any costs for paintingincluding, carpetingwithout limitation, the “freezer farm”), provided that such modifications do not reduce the power available or interrupt the power service to the other tenants of the Building, and/or to the Common Areas of the Building. Tenant shall not exceed the load bearing capacity of the floors within the Building as currently designed, and similar purely cosmetic work), (c) Alterations which do not require a building permitany modifications required for Tenant’s use shall be at Tenant’s sole cost and expense, and (d) merely cosmetic work (such as painting subject to Landlord’s review and carpeting). The construction of the initial improvements to the Premises shall be governed by the terms of the Tenant Work Letter and not the terms of approval in accordance with this Article 8Lease.

Landlord’s Consent to Alterations. Tenant may not make any improvements, alterations, additions or changes to the Premises (collectively, the “Alterations”) without first procuring the prior written consent of Landlord to such Alterations, which consent shall be requested by Tenant not less than fifteen thirty (1530) days prior to the commencement thereof, and which consent shall not be unreasonably withheld, conditioned or delayed withheld by Landlord; provided, however, Landlord may withhold its consent in its sole and absolute discretion with respect to any Alterations which may adversely affect the structural components of the Building or the Systems and Equipment in more than a de minimis manner (e.g., the mere tying into Systems shall not be subject to the sole discretion standard) or which can be seen from outside the Building. Premises (the “Prohibited Alterations”); provided further that Tenant shall pay (i) for Alterations performed by Tenantmay, at its sole cost and expense and without Landlord’s reasonable thirdwritten consent, perform interior, non-party costs incurred in connection with reviewing such Alterations, and (ii) for Alterations for which Tenant has engaged Landlord to supervise and Landlord’s contractors to perform, a supervision fee of two and one-half percent (2.5%) of the total cost of such Alteration (for the avoidance of doubt, the foregoing supervisory fee shall not be due structural alterations or payable in connection with the Tenant Improvements and the Vivarium improvements and no supervisory fee shall be due or payable in connection with any capital improvements performed by Landlord). Notwithstanding the foregoing, no Landlord approval shall be required (provided advance notice shall be provided to Landlord) for (a) installation, removal or realignment of furniture systems not involving any modifications additions to the structure Premises provided such alterations or connections (other than by ordinary plugs or jacks) to the Systems, (b) Alterations which could additions do not reasonably be expected to affect the structural components of the Building or the Systems and Equipment or require any permit or roof penetrations and the cost of which cost less than does not exceed Fifty Thousand Dollars ($150,000 for any one (150,000.00) job and no more than $300,000 in the aggregate in over a twelve (12) month period (the “Permitted Alterations”) so long as Tenant notifies Landlord at least fifteen (15) days prior to commencing any calendar year during Permitted Alterations so that Landlord may post a Notice of Non-Responsibility on the Lease Term (excluding any Premises. Tenant shall pay for all overhead, general conditions, fees and other costs for painting, carpetingand expenses of the Alterations, and similar purely cosmetic work), shall pay to Landlord a Landlord supervision fee of four percent (c4%) Alterations which do not require a building permit, and (d) merely cosmetic work (such as painting and carpeting)of the cost of the Alterations. The construction of the initial improvements to the Premises shall be governed by the terms of the Tenant Work Letter and not the terms of this Article 8.

Landlord’s Consent to Alterations. Tenant may not make any improvements, alterations, additions or changes to the Premises or any mechanical, plumbing or HVAC facilities or systems pertaining to the Premises (collectively, the “Alterations”) without first procuring the prior written consent of Landlord to such Alterations, which consent shall be requested by Tenant not less than fifteen thirty (1530) days prior to the commencement thereof, and which consent shall not be unreasonably withheld, conditioned or delayed withheld by Landlord; provided, however, provided it shall be deemed reasonable for Landlord may to withhold its consent in its sole and absolute discretion with respect to any Alterations Alteration which may adversely affect affects the structural components portions or the systems or equipment of the Building or is visible from the Systems exterior of the Building. Notwithstanding anything in this Article 8 to the contrary, Tenant shall have the right, without Landlord’s consent but upon five (5) business days prior notice to Landlord, to make Alterations to the extent such Alterations are cosmetic and Equipment in more non-structural or are estimated to cost less than a de minimis manner Fifty Thousand Dollars (e.g.$50,000) (“Cosmetic Alterations”), provided that such Cosmetic Alterations do not (i) affect the mere tying into Systems exterior appearance of the Premises or Building, or (ii) affect the Building’s electrical, ventilation, plumbing, elevator, mechanical, air conditioning or other systems. Notwithstanding that Landlord’s consent shall not be subject to the sole discretion standard) or which can be seen from outside the Building. required for any Cosmetic Alterations, Tenant shall pay (i) for Alterations performed by Tenant, Landlord’s reasonable third-party costs incurred otherwise comply with the terms of this Article 8 in connection with reviewing such Alterations, and (ii) for Alterations for which Tenant has engaged Landlord to supervise and Landlord’s contractors to perform, a supervision fee of two and one-half percent (2.5%) of the total cost of such Alteration (for the avoidance of doubt, the foregoing supervisory fee shall not be due or payable in connection with the Tenant Improvements and the Vivarium improvements and no supervisory fee shall be due or payable in connection with any capital improvements performed by Landlord). Notwithstanding the foregoing, no Landlord approval shall be required (provided advance notice shall be provided to Landlord) for (a) installation, removal or realignment of furniture systems not involving any modifications to the structure or connections (other than by ordinary plugs or jacks) to the Systems, (b) Alterations which could not reasonably be expected to affect the structural components of the Building or the Systems and Equipment and which cost less than $150,000 for any one (1) job and no more than $300,000 in the aggregate in any calendar year during the Lease Term (excluding any costs for painting, carpeting, and similar purely cosmetic work), (c) Alterations which do not require a building permit, and (d) merely cosmetic work (such as painting and carpeting)therewith. The construction of the initial improvements to the Premises shall be governed by the terms of the Tenant Work Letter and not the terms of this Article 8.

Landlord’s Consent to Alterations. Tenant may not make any improvements, alterations, additions or changes in or to the Premises or any mechanical, plumbing or HVAC facilities or systems pertaining to the Premises (collectively, the “Alterations”) without first procuring the prior written consent of Landlord to such Alterations, which . Landlord’s consent to Alternations shall be requested by Tenant not less than fifteen thirty (1530) days prior to the commencement thereof, and which consent shall not be unreasonably withheld, conditioned or delayed withheld by Landlord; provided, however, provided it shall be deemed reasonable for Landlord may to withhold its consent in its sole and absolute discretion with respect to any Alterations Alteration which may adversely affect affects the structural components portions or the Building Systems or is visible from the exterior of the Building or the Systems and Equipment in more than a de minimis manner (e.g., the mere tying into Systems shall not be subject Common Areas or requires access to the sole discretion standard) or which can be seen from areas outside the Building. Tenant shall pay (i) for Alterations performed by Tenant, Landlord’s reasonable third-party costs incurred in connection with reviewing such Alterations, and (ii) for Alterations for which Tenant has engaged Landlord to supervise and Landlord’s contractors to perform, a supervision fee of two and one-half percent (2.5%) of the total cost of such Alteration (for the avoidance of doubt, the foregoing supervisory fee shall not be due or payable in connection with the Tenant Improvements and the Vivarium improvements and no supervisory fee shall be due or payable in connection with any capital improvements performed by Landlord)Premises. Notwithstanding the foregoing, no Landlord approval Tenant shall not be required to obtain Landlord’s consent for repainting, recarpeting, installing systems, furniture or other alterations, tenant improvements, alterations or physical additions to the Premises which are cosmetic in nature totaling less than Twenty Five Thousand Dollars ($25,000) in any single instance or series of related alterations performed within a six-month period (provided advance notice that Tenant shall be not perform any improvements, alterations or additions to the Premises in stages as a means to subvert this provision), in each case provided to Landlord) for that (a) installationTenant delivers to Landlord written notice thereof, removal or realignment a list of furniture systems not involving contractors and subcontractors to perform the work (and certificates of insurance for each such party) and any modifications plans and specifications therefor prior to the structure or connections commencing any such Alterations (other than for informational purposes only so long as no consent is required by ordinary plugs or jacks) to the SystemsLandlord as required by this Lease), (b) the installation thereof does not require the issuance of any certificate of occupancy, building permit or other governmental approval, or involve any core drilling or the configuration or location of any exterior walls of the Building, and (c) such Alterations which could will not reasonably be expected to affect the structural components portions or the systems or equipment of the Building, or be visible from the exterior of the Building or Common Areas or require access to the Systems and Equipment and which cost less than $150,000 for any one (1) job and no more than $300,000 in areas outside the aggregate in any calendar year during the Lease Term (excluding any costs for painting, carpeting, and similar purely cosmetic work), (c) Alterations which do not require a building permit, and (d) merely cosmetic work (such as painting and carpeting)Premises. The construction of the initial improvements to the Premises shall be governed by the terms of the Tenant Work Letter and not the terms of this Article 8.

Landlord’s Consent to Alterations. Tenant may not make any improvements, alterations, additions or changes in or to the Premises or any mechanical, plumbing or HVAC facilities or systems pertaining to the Premises (collectively, the “Alterations”) without first procuring the prior written consent of Landlord to such Alterations, which . Landlord’s consent to Alterations shall be requested by Tenant not less than fifteen thirty (1530) days prior to the commencement thereof, and which consent shall not be unreasonably withheld, conditioned or delayed by Landlord; provided, however, provided it shall be deemed reasonable for Landlord may to withhold its consent in its sole and absolute discretion with respect to any Alterations Alteration which may adversely affect affects the structural components portions or the Building Systems or is visible from the exterior of the Building or the Systems and Equipment in more than a de minimis manner (e.g., the mere tying into Systems shall not be subject Common Areas or requires access to the sole discretion standard) or which can be seen from areas outside the Building. Tenant shall pay (i) for Alterations performed by Tenant, Landlord’s reasonable third-party costs incurred in connection with reviewing such Alterations, and (ii) for Alterations for which Tenant has engaged Landlord to supervise and Landlord’s contractors to perform, a supervision fee of two and one-half percent (2.5%) of the total cost of such Alteration (for the avoidance of doubt, the foregoing supervisory fee shall not be due or payable in connection with the Tenant Improvements and the Vivarium improvements and no supervisory fee shall be due or payable in connection with any capital improvements performed by Landlord)Premises. Notwithstanding the foregoing, no Landlord approval Tenant shall not be required to obtain Landlord’s consent for repainting, recarpeting, installing systems, furniture or other alterations, tenant improvements, alterations or physical additions to the Premises which are cosmetic in nature totaling less than Twenty Five Thousand Dollars ($25,000) in any single instance or series of related alterations performed within a six-month period (provided advance notice that Tenant shall be not perform any improvements, alterations or additions to the Premises in stages as a means to subvert this provision), in each case provided to Landlord) for that (a) installationTenant delivers to Landlord written notice thereof, removal or realignment a list of furniture systems not involving contractors and subcontractors to perform the work (and certificates of insurance for each such party) and any modifications plans and specifications therefor prior to the structure or connections commencing any such Alterations (other than for informational purposes only so long as no consent is required by ordinary plugs or jacks) to the SystemsLandlord as required by this Lease), (b) the installation thereof does not require the issuance of any certificate of occupancy, building permit or other governmental approval, or involve any core drilling or the re-configuration or re-location of any exterior walls of the Building, and (c) such Alterations which could will not reasonably be expected to affect the structural components portions or the systems or equipment of the Building, be visible from the exterior of the Building or Common Areas or require access to the Systems and Equipment and which cost less than $150,000 for any one (1) job and no more than $300,000 areas outside the Premises. Landlord acknowledges that Tenant intends to install a supplemental HVAC to serve the Premises as part of its initial Alterations in the aggregate in any calendar year during the Lease Term (excluding any costs for painting, carpeting, Premises and similar purely cosmetic work), (c) Alterations which do not require a building permit, and (d) merely cosmetic work (Tenant agrees that such as painting and carpeting). The construction of the initial improvements to the Premises supplemental unit shall be governed removed by Tenant upon the terms of the Tenant Work Letter and not the terms expiration or earlier termination of this Article 8Lease and any damage caused by such removal shall be repaired at Tenant’s cost and expense.

Landlord’s Consent to Alterations. Tenant may not make any improvements, alterations, additions or changes to the Premises or any mechanical, plumbing or HVAC facilities or systems pertaining to the Premises which affect the Building Structure, Building Systems or exterior appearance of the Building (collectively, the “Alterations”"ALTERATIONS") without first procuring the prior written consent of Landlord to such Alterations, which consent shall be requested by Tenant not less than fifteen twenty (1520) days prior to the commencement thereof, and which consent shall not be unreasonably withheld, conditioned or delayed by Landlord; provided, however, provided it shall be deemed reasonable for Landlord may to withhold its consent in its sole and absolute discretion with respect to any Alterations Alteration which may materially or adversely affect the structural components of affects the Building Structure, Building Systems or the Systems and Equipment in more than a de minimis manner (e.g., the mere tying into Systems shall not be subject to the sole discretion standard) or which can be seen from outside exterior appearance of the Building. Tenant shall pay (iuse Landlord's mechanical, electrical and plumbing engineer(s) for Alterations performed by all mechanical, electrical and plumbing design(s) for the Premises, so long as such fees are reasonable and consistent with market rates and so long as Landlord does not charge Tenant an administrative fee as part of the work orders for such contractors. Tenant shall not need the consent of Landlord for decorative changes to the Premises costing less than $10,000. Tenant agrees that Landlord has no obligation to upgrade the electrical service for the Building to meet Tenant, Landlord’s reasonable third-party costs incurred in connection with reviewing such Alterations's needs, and (ii) Tenant agrees that Tenant shall be responsible for Alterations for which Tenant has engaged Landlord to supervise the distribution or redistribution of electrical service from the subpanels on the fifth and Landlord’s contractors to perform, a supervision fee of two and one-half percent (2.5%) sixth floors of the total cost of such Alteration (for the avoidance of doubt, the foregoing supervisory fee shall not be due or payable Building in connection with the improvements to the Premises to be performed by Tenant. Tenant Improvements and the Vivarium improvements and no supervisory fee shall be due or payable provide Landlord with electric load calculations in connection with the construction of any capital improvements performed by Landlord)Alterations, and Tenant shall not exceed the total amperage available from the subpanels located on the fifth and sixth floors of the Building. Notwithstanding the foregoing, no Landlord subject to Landlord's review and approval of the proposed plans and specifications (which approval shall not be required (provided advance notice unreasonably withheld, conditioned or delayed), Landlord shall be provided permit Tenant, at Tenant's sole cost and expenses, to Landlord) for (a) installation, removal or realignment of furniture systems not involving any modifications increase electrical service to the structure or connections (other than by ordinary plugs or jacks) to the Systems, (b) Alterations which could not reasonably be expected to affect the structural components of the Building or otherwise to modify the Systems and Equipment and which cost less than $150,000 for any one (1) job and no more than $300,000 electrical system in the aggregate in any calendar year during Building to the Lease Term extent necessary to provide electrical service required for the Lab Areas (excluding any costs for paintingincluding, carpetingwithout limitation, the "freezer farm"), provided that such modifications do not reduce the power available or interrupt the power service to the other tenants of the Building, and/or to the Common Areas of the Building. Tenant shall not exceed the load bearing capacity of the floors within the Building as currently designed, and similar purely cosmetic work), (c) Alterations which do not require a building permitany modifications required for Tenant's use shall be at Tenant's sole cost and expense, and (d) merely cosmetic work (such as painting subject to Landlord's review and carpeting). The construction of the initial improvements to the Premises shall be governed by the terms of the Tenant Work Letter and not the terms of approval in accordance with this Article 8Lease.

Landlord’s Consent to Alterations. Tenant may not make any improvements, alterations, additions or changes to the Premises or any mechanical, plumbing or HVAC facilities or systems pertaining to the Premises (collectively, the “Alterations”) without first procuring the prior written consent of Landlord to such Alterations, which consent shall be requested by Tenant not less than fifteen (15) business days prior to the commencement thereof, and which consent shall not be unreasonably withheld, conditioned or delayed by Landlord; providedLandlord with respect to the Permanent Premises, however, provided it shall be deemed reasonable for Landlord may to withhold its consent in its sole and absolute discretion with respect to any Alterations Alteration which may adversely affect affects the structural components portions or the systems or equipment of the Building or is visible from the Systems and Equipment in more than a de minimis manner (e.g., the mere tying into Systems shall not be subject to the sole discretion standard) or which can be seen from outside exterior of the Building. Tenant shall pay (i) for Alterations performed by Tenant, Landlord’s reasonable third-party costs incurred in connection with reviewing such Alterations, and (ii) for Alterations for which Tenant has engaged Landlord to supervise and Landlord’s contractors to perform, a supervision fee of two and one-half percent (2.5%) of the total cost of such Alteration (for the avoidance of doubt, the foregoing supervisory fee shall not be due or payable in connection with the Tenant Improvements and the Vivarium improvements and no supervisory fee shall be due or payable in connection with any capital improvements performed by Landlord). Notwithstanding the foregoing, no Landlord approval Tenant shall be required permitted to make Alterations in the Permanent Premises following ten (provided advance 10) business days’ notice shall be provided to Landlord) for (a) installation, removal or realignment of furniture systems not involving any modifications but without Landlord’s prior consent, to the structure extent that such Alterations (i) do not affect the Building systems or connections equipment and is purely cosmetic in nature (other than by ordinary plugs or jacks) to such as painting, carpeting and the Systemslike), (bii) Alterations which could are not reasonably be expected to affect visible from the structural components exterior of the Building or the Systems Building, and Equipment and which (iii) cost less than $150,000 100,000.00 for any one (1) a particular job and of work. Tenant shall have no more than $300,000 right to make Alterations in the aggregate in Initial Premises. Prior to commencing any calendar year during Alterations affecting air distribution or disbursement from ventilation systems serving Tenant or the Lease Term (excluding any costs for paintingBuilding, carpetingincluding without limitation the installation of Tenant’s exhaust systems, Tenant shall provide Landlord with a third party report from a consultant, and similar purely cosmetic work)in a form reasonably acceptable to Landlord, (c) Alterations which do showing that such work will not require a building permit, and (d) merely cosmetic work (such as painting and carpeting). The construction adversely affect the ventilation systems or air quality of the initial improvements Building (or of any other tenant in the Building) and shall, upon completion of such work, provide Landlord with a certification reasonably satisfactory to the Premises shall be governed by the terms of the Tenant Work Letter and not the terms of this Article 8Landlord from such consultant confirming that no such adverse effects have resulted from such work.

Landlord’s Consent to Alterations. Except for Cosmetic Alterations (defined below), Tenant may not make any improvements, alterations, additions or changes to the Premises (collectively, the “"Alterations”") without first procuring the prior written consent of Landlord to such Alterations, which consent shall be requested by Tenant not less than fifteen ten (1510) business days prior to the commencement thereof, and which consent which shall not be unreasonably withheld, conditioned or delayed by (and Landlord's failure to respond within seven (7) business days to a request for approval shall, if such failure continues for an additional two (2) business days after Tenant' second request, be deemed approval); provided, however, Landlord may withhold its consent in its sole and absolute discretion with respect to any Alterations which may adversely affect the structural components of the Building or the Systems and Equipment in more than a de minimis manner (e.g., the mere tying into Systems shall not be subject to the sole discretion standard) or which can be seen from outside the Building. Tenant shall pay Premises (i) for Alterations performed by Tenant, Landlord’s reasonable third-party costs incurred in connection with reviewing such "Prohibited Alterations, and (ii) for Alterations for which Tenant has engaged Landlord to supervise and Landlord’s contractors to perform, a supervision fee of two and one-half percent (2.5%) of the total cost of such Alteration (for the avoidance of doubt, the foregoing supervisory fee shall not be due or payable in connection with the Tenant Improvements and the Vivarium improvements and no supervisory fee shall be due or payable in connection with any capital improvements performed by Landlord"). Notwithstanding the foregoingforegoing to the contrary, no Landlord approval Landlord's prior consent shall not be required (provided advance notice shall be provided with respect to Landlord) for (a) installation, removal or realignment of furniture systems not involving any modifications interior Alterations to the structure or connections office portion of the Premises which (other than by ordinary plugs or jacksi) to the Systemsare cosmetic in nature and are not Prohibited Alterations, (bii) Alterations which could not reasonably be expected to affect the structural components of the Building or the Systems and Equipment and which cost less than One Hundred Thousand Dollars ($150,000 100,000.00) for any one (1) job and no more than $300,000 in the aggregate in any calendar year during the Lease Term (excluding any costs for painting, carpetingjob, and similar purely cosmetic work), (ciii) Alterations which do not require a building permitpermit of any kind, as long as (A) Tenant delivers to Landlord notice and a copy of any final plans, specifications and working drawings for any such Alterations at least ten (10) days prior to commencement of the work thereof, and (dB) merely cosmetic work the other conditions of this Article 8 are satisfied including, without limitation, conforming to Landlord's rules, regulations and insurance requirements which 843078.08/SD374622-00033/8-4-16/MLT/dek -22- GENESIS SSF - ONE TOWER PLACE[Achaogen, Inc.] govern contractors. Tenant shall pay for all overhead, general conditions, fees and other costs and expenses of the Alterations, and shall pay to Landlord a Landlord supervision fee of three percent (such as painting and carpeting)3%) of the cost of the Alterations. The construction of the initial improvements to the Premises shall be governed by the terms of the Tenant Work Letter and not the terms of this Article 8.

Landlord’s Consent to Alterations. Tenant shall have the have the right, without Landlord's consent, but upon at least ten(10) business days prior Notice to Landlord, to do the following: (a) make strictly cosmetic, non-structural additions and alterations ("COSMETIC ALTERATIONS") to the Premises that do not (i) involve the expenditure of more than $30,000.00 in the aggregate in any Lease Year; (ii) affect the exterior appearance of the Building or (iii) affect the Building Systems or the Building Structure and (b) paint and/or replace carpet and/or wall coverings within the Premises. Except in connection with Cosmetic Alterations, Tenant may not make any improvements, alterations, additions or changes to the Premises (collectively, the “Alterations”"ALTERATIONS") without only upon first procuring the prior written consent of Landlord to such Alterations, which consent shall be requested by Tenant not less than fifteen (15) days prior to in accordance with the commencement thereofterms and conditions of this Article 8, and which consent shall not be unreasonably withheld, conditioned or delayed by LandlordLandlord unless a Design Problem exists. A "DESIGN PROBLEM" is defined as, and will be deemed to exist if and to the extent such Alterations (I) affect the exterior appearance of the Building; provided, however, Landlord may withhold its consent in its sole and absolute discretion with respect to any Alterations which may (II) adversely affect the structural components Building Structure; (III) adversely affect the Building Systems; (IV) unreasonably interfere with any other occupant's normal and customary operations or (V) fail to comply with Applicable Laws or (VI) are visible from outside of the Building or the Systems and Equipment Premises. Except as provided in more than a de minimis manner (e.g.Section 8.5, below, the mere tying into Systems shall not be subject to the sole discretion standard) or which can be seen from outside the Building. Tenant shall pay (i) for Alterations performed by Tenant, Landlord’s reasonable third-party costs incurred in connection with reviewing such Alterations, and (ii) for Alterations for which Tenant has engaged Landlord to supervise and Landlord’s contractors to perform, a supervision fee of two and one-half percent (2.5%) of the total cost of such Alteration (for the avoidance of doubt, the foregoing supervisory fee shall not be due or payable in connection with the Tenant Improvements and the Vivarium improvements and no supervisory fee shall be due or payable in connection with any capital improvements performed by Landlord). Notwithstanding the foregoing, no Landlord approval shall be required (provided advance notice shall be provided to Landlord) for (a) installation, removal or realignment of furniture systems not involving any modifications to the structure or connections (other than by ordinary plugs or jacks) to the Systems, (b) Alterations which could not reasonably be expected to affect the structural components of the Building or the Systems and Equipment and which cost less than $150,000 for any one (1) job and no more than $300,000 in the aggregate in any calendar year during the Lease Term (excluding any costs for painting, carpeting, and similar purely cosmetic work), (c) Alterations which do not require a building permit, and (d) merely cosmetic work (such as painting and carpeting). The construction of the initial improvements to "Tenant Improvements," as that term is defined in Section 1 of the Premises Tenant Work Letter, shall be governed by the terms of the Tenant Work Letter and not the terms of this Article 8.

Landlord’s Consent to Alterations. Tenant may not make any improvements, alterations, additions or changes to the Premises (collectively, the “Alterations”) without first procuring the prior written consent of Landlord to such Alterations, which consent shall be requested by Tenant not less than fifteen thirty (1530) days prior to the commencement thereof, and which consent shall not be unreasonably withheld, conditioned or delayed withheld by Landlord; provided, however, Landlord may withhold its consent in its sole and absolute discretion with respect to any Alterations which may adversely affect the structural components of the Building or the Systems and Equipment in more than a de minimis manner (e.g., the mere tying into Systems shall not be subject to the sole discretion standard) or which can be seen from outside the BuildingPremises. Tenant shall pay (i) for Alterations performed by Tenant, Landlord’s reasonable third-party fees and other costs incurred in connection with reviewing such and expenses of the Alterations, and (ii) for Alterations for which Tenant has engaged shall pay to Landlord to supervise and Landlord’s contractors to perform, a Landlord supervision fee of two and one-half five percent (2.55%) of the total cost of such Alteration the Alterations. Notwithstanding anything to the contrary contained in this Section 8.1, Tenant may make non-structural alterations, additions or improvements to the interior of the Premises, including, without limitation, installation of telephone, computer and telecommunication lines and cables within the interior of the Premises (for the avoidance of doubtcollectively, the foregoing supervisory fee “Acceptable Changes”) without Landlord’s consent, provided that: (i) Tenant delivers to Landlord written notice of such Acceptable Changes at least ten (10) days prior to the commencement thereof; (ii) the aggregate cost of all such Acceptable Changes during any twelve (12) consecutive month period does not exceed Fifty Thousand Dollars ($50,000.00); (iii) such Acceptable Changes shall not be due performed by or payable on behalf of Tenant in connection compliance with the Tenant Improvements and the Vivarium improvements and no supervisory fee shall be due or payable in connection other provisions of this Article 8 (including, without limitation, Section 8.4 below with respect to any capital improvements performed by LandlordAcceptable Changes which includes any Wi-Fi Network, as defined below). Notwithstanding the foregoing, no Landlord approval shall be required ; (provided advance notice shall be provided to Landlordiv) for (a) installation, removal or realignment of furniture systems not involving any modifications to the structure or connections (other than by ordinary plugs or jacks) to the Systems, (b) Alterations which could not reasonably be expected to affect the structural components of the Building or the Systems and Equipment and which cost less than $150,000 for any one (1) job and no more than $300,000 in the aggregate in any calendar year during the Lease Term (excluding any costs for painting, carpeting, and similar purely cosmetic work), (c) Alterations which such Acceptable Changes do not require the issuance of a building permit, permit or other governmental approval; (v) such Acceptable Changes do not affect any Systems and Equipment; and (dvi) merely cosmetic such Acceptable Changes shall be performed by qualified contractors and subcontractors which normally and regularly perform similar work (such as painting and carpeting)in comparable buildings in the vicinity of the Building. The construction of the initial improvements to the Premises shall be governed by the terms of the Tenant Work Letter and not the terms of this Article 8.

Landlord’s Consent to Alterations. Other than Permitted Alterations (as defined below), Tenant may not make or suffer to be made any improvements, alterations, additions additions, changes, or changes repairs (pursuant to Article 7 or otherwise) to the Premises or any mechanical, plumbing or HVAC facilities or systems pertaining to the Premises (collectively, the “"Alterations”") without first procuring the prior written consent of Landlord to such Alterations, which consent shall be requested by Tenant not less than fifteen (15) days prior to in accordance with the commencement thereofterms and conditions of this Article 8, and which consent shall not be unreasonably withheld, conditioned or delayed withheld by Landlord; provided, however, provided it shall be deemed reasonable for Landlord may to withhold its consent in its sole and absolute discretion with respect to any Alterations Alteration which may adversely affect affects the structural components portions or the systems or equipment of the Building or is visible from the Systems and Equipment in more than a de minimis manner (e.g., the mere tying into Systems shall not be subject to the sole discretion standard) or which can be seen from outside exterior of the Building. Tenant shall pay (i) for Landlord may impose, as a condition of its consent to any and all Alterations performed by Tenant, Landlord’s reasonable third-party costs incurred in connection with reviewing such Alterations, and (ii) for Alterations for which Tenant has engaged Landlord to supervise and Landlord’s contractors to perform, a supervision fee of two and one-half percent (2.5%) or repairs of the total cost of Premises or about the Premises, such Alteration (for the avoidance of doubt, the foregoing supervisory fee shall not be due or payable requirements as Landlord in connection with the Tenant Improvements and the Vivarium improvements and no supervisory fee shall be due or payable in connection with any capital improvements performed by Landlord). Notwithstanding the foregoing, no Landlord approval shall be required (provided advance notice shall be provided to Landlord) for (a) installation, removal or realignment of furniture systems not involving any modifications to the structure or connections (other than by ordinary plugs or jacks) to the Systems, (b) Alterations which could not reasonably be expected to affect the structural components of the Building or the Systems and Equipment and which cost less than $150,000 for any one (1) job and no more than $300,000 in the aggregate in any calendar year during the Lease Term (excluding any costs for painting, carpeting, and similar purely cosmetic work), (c) Alterations which do not require a building permit, and (d) merely cosmetic work (such as painting and carpeting)its sole discretion may deem desirable. The construction of the initial improvements to the Premises shall be governed by the terms of the Tenant Work Letter and not the terms of this Article 8. Notwithstanding the foregoing, Tenant shall be permitted to make Alterations following ten (10) business days' notice to Landlord, pursuant to the terms of this Article 8 except that Xxxxxxxx's prior consent shall not be required, to the extent that such Alterations purely cosmetic in nature (such as painting the interior of the Premises and/or removal or installation of carpeting or other flooring within the Premises), does not require a building permit, and does not exceed $50,000 per Alteration (the "Cosmetic Alterations"), and, except as expressly set forth therein to the contrary, the terms of Section 8.2, below, shall not be applicable to such Cosmetic Alterations.

Landlord’s Consent to Alterations. Tenant may not make any improvements, alterations, additions or changes to the Premises (collectively, the “"Alterations”") without first procuring the prior written consent of Landlord to such Alterations, which consent shall be requested by Tenant by a detailed written notice sent to Landlord not less than fifteen ten (1510) business days prior to the commencement thereof, and which consent shall not be unreasonably withheld, conditioned or delayed by Landlord; provided, however, . Such consent automatically shall be deemed to have been given by Landlord may withhold in the event that Landlord fails to deliver to Tenant a written objection to a written request by Tenant to make such Alterations within ten (10) business days of the date upon which Tenant delivered its consent in its sole and absolute discretion written request to Landlord (provided that with respect to any Alterations which may adversely affect affecting the structural components System and Equipment, the Base, Shell and Core or the structure of the Building or the Systems and Equipment in more than a de minimis manner Building, then such ten (e.g., the mere tying into Systems shall not be subject to the sole discretion standard10) or which can be seen from outside the Building. Tenant shall pay (i) for Alterations performed by Tenant, Landlord’s reasonable third-party costs incurred in connection with reviewing such Alterations, and (ii) for Alterations for which Tenant has engaged Landlord to supervise and Landlord’s contractors to perform, a supervision fee of two and one-half percent (2.5%) of the total cost of such Alteration (for the avoidance of doubt, the foregoing supervisory fee shall not be due or payable in connection with the Tenant Improvements and the Vivarium improvements and no supervisory fee business day period shall be due or payable in connection with any capital improvements performed by deemed increased to twenty (20) days) and if such failure continues for an additional two (2) business days after Landlord). Notwithstanding the foregoing, no Landlord approval shall be required (provided advance notice shall be provided to Landlord) for (a) installation, removal or realignment 's receipt of furniture systems not involving any modifications to the structure or connections (other than by ordinary plugs or jacks) to the Systems, (b) Alterations which could not reasonably be expected to affect the structural components of the Building or the Systems and Equipment and which cost less than $150,000 for any one (1) job and no more than $300,000 in the aggregate in any calendar year during the Lease Term (excluding any costs for painting, carpeting, and similar purely cosmetic work), (c) Alterations which do not require a building permit, and (d) merely cosmetic work (such as painting and carpeting)Tenant's second written request. The parties further agree and acknowledge that the construction of the initial improvements to the Premises Premises, if any, shall be governed by the terms of the Tenant Work Letter and not the terms of this Article 8. Notwithstanding anything to the contrary contained herein, Tenant may make strictly cosmetic changes to the finish work in the Premises (the "Cosmetic Alterations"), without Landlord's consent, provided that the aggregate cost of any such alterations does not exceed Twenty-Five Thousand Dollars ($25,000) in any twelve (12) month period, and further provided that such alterations do not (i) require any structural or other substantial modifications to the Premises and/or work inside the walls of the Premises or above the ceiling of the Premises, (ii) require any changes to, or adversely affect, the Systems and Equipment of the Building, (iii) affect the exterior appearance of the Building, (iv) trigger any legal requirement which would require Landlord to make any alteration or improvement to the Premises, the Building or the Real Property or (v) require a building permit. Tenant shall give Landlord at least ten (10) business days prior notice of such Cosmetic Alterations, which notice shall be accompanied by reasonably adequate evidence that such changes meet the criteria contained in this Article 8. Except as otherwise provided, the term "Alterations" shall include Cosmetic Alterations.

Landlord’s Consent to Alterations. Tenant may not make any improvements, alterations, additions or changes to the Premises or any mechanical, plumbing or HVAC facilities or systems pertaining to the Premises (collectively, the “" XE "Alterations”" Alterations") without first procuring the prior written consent of Landlord to such Alterations, which consent shall be requested by Tenant not less than fifteen thirty (1530) days prior to the commencement thereof, and which consent shall not be unreasonably withheld, conditioned conditioned, or delayed by Landlord; provided, howeverprovided it shall DOCPROPERTY "Document number" 4884-2045-4146. DOCPROPERTY "Document version" 4 DOCPROPERTY "Client" 186772. DOCPROPERTY "Matter" 00003/ SAVEDATE \@ M-d-yy 3-21-23/ DOCPROPERTY "User Init" mem/ DOCPROPERTY "Typist Init" ejs DOCPROPERTY "Footer Notes" HEALTHPEAK[Towers at Sierra Point][Tempest Therapeutics, Inc.] be deemed reasonable for Landlord may to withhold its consent in its sole and absolute discretion with respect to any Alterations Alteration which may adversely affect affects the structural components portions or the systems or equipment of the Building or is visible from the Systems and Equipment in more than a de minimis manner (e.g., the mere tying into Systems shall not be subject to the sole discretion standard) or which can be seen from outside exterior of the Building. Tenant shall pay (i) for Alterations performed by Tenant, Landlord’s reasonable third-party costs incurred in connection with reviewing such Alterations, and (ii) for Alterations for which Tenant has engaged Landlord to supervise and Landlord’s contractors to perform, a supervision fee of two and one-half percent (2.5%) of the total cost of such Alteration (for the avoidance of doubt, the foregoing supervisory fee shall not be due or payable in connection with the Tenant Improvements and the Vivarium improvements and no supervisory fee shall be due or payable in connection with any capital improvements performed by Landlord). Notwithstanding the foregoing, no Landlord approval Tenant shall be required permitted to make Alterations following ten (provided advance 10) business days’ notice shall be provided to Landlord) for (a) installation, removal or realignment of furniture systems not involving any modifications but without Landlord's prior consent, to the structure extent that such Alterations (i) do not affect the building systems or connections (other than by ordinary plugs or jacks) to the Systemsequipment, (bii) Alterations which could are not reasonably be expected to affect visible from the structural components exterior of the Building Building, and (iii) (A) are decorative only (i.e., installation of carpeting or painting of the Systems and Equipment and which Premises) or (B) cost less than $150,000 50,000.00 for any one (1) a particular job and no more than $300,000 in the aggregate in any calendar year during the Lease Term (excluding any costs for painting, carpeting, and similar purely cosmetic of work), (c) Alterations which do not require a building permit, and (d) merely cosmetic work (such as painting and carpeting). The construction of the initial improvements to the Premises shall be governed by the terms of the Tenant Work Letter and not the terms of this Article 8.

Landlord’s Consent to Alterations. Tenant may not make any improvements, alterations, additions or changes to the Premises (collectively, the “Alterations”) without first procuring the prior written consent of Landlord to such Alterations, which consent shall be requested by Tenant not less than fifteen (15) business days prior to the commencement thereof. Landlord shall notify Tenant of its approval or disapproval of any such Alterations within fifteen (15) business days after receipt of Tenant’s written request therefor; if Landlord fails to notify Tenant of such approval or disapproval and such failure continues for five (5) days after notice of such failure from Tenant, and which consent then Landlord shall be deemed to have approved the Alterations so requested by Tenant. Landlord shall not be unreasonably withheldwithhold its consent for any Alterations, conditioned unless the making or delayed by Landlord; providedinstallation of any Alteration would or may result in any of the following (collectively, howevera “Design Problem”), in which event Landlord may withhold its consent in its sole and absolute discretion with respect to any Alterations which discretion: (i) such Alteration would or may adversely affect the structural components of the Building or the Systems and Equipment in more than a de minimis manner Equipment; (e.g.ii) such Alteration would or may affect any area, the mere tying into Systems shall not be subject to the sole discretion standard) or which can be seen from any area, outside the Premises or the Building; (iii) such Alteration would not comply with applicable Laws or any other provisions of this Lease; (iv) such Alteration would or may unreasonably interfere with the normal and customary business operations of other tenants of the Building or Project; (v) such Alteration would or may cause permanent damage or injury to any portion of the Project; or (vi) such Alteration would or may cause or create a dangerous or hazardous condition. Tenant shall pay (i) for Alterations performed by Tenantall overhead, Landlord’s reasonable third-party general conditions, fees and other costs incurred in connection with reviewing such and expenses of the Alterations, and (ii) for Alterations for which Tenant has engaged shall pay to Landlord to supervise and Landlord’s contractors to perform, a Landlord supervision fee of two three and one-half percent (2.53.5%) of the total cost of such Alteration the Alterations. Notwithstanding anything to the contrary contained in this Section 8.1, Tenant may make non-structural interior alterations, additions or improvements to the interior of the Premises, including, without limitation, installation of telephone, computer and telecommunication lines and cables within the interior of the Premises (for the avoidance of doubtcollectively, the foregoing supervisory fee “Acceptable Changes”) without Landlord’s consent, provided that: (A) Tenant delivers to Landlord written notice of such Acceptable Changes at least ten (10) days prior to the commencement thereof; (B) the aggregate cost of all such Acceptable Changes during any twelve (12) consecutive month period does not exceed Three Hundred Thousand Dollars ($300,000.00); (C) such Acceptable Changes shall not be due performed by or payable on behalf of Tenant in connection compliance with the Tenant Improvements and the Vivarium improvements and no supervisory fee shall be due or payable in connection with any capital improvements performed by Landlord). Notwithstanding the foregoing, no Landlord approval shall be required other provisions of this Article 8; (provided advance notice shall be provided to LandlordD) for (a) installation, removal or realignment of furniture systems not involving any modifications to the structure or connections (other than by ordinary plugs or jacks) to the Systems, (b) Alterations which could not reasonably be expected to affect the structural components of the Building or the Systems and Equipment and which cost less than $150,000 for any one (1) job and no more than $300,000 in the aggregate in any calendar year during the Lease Term (excluding any costs for painting, carpeting, and similar purely cosmetic work), (c) Alterations which such Acceptable Changes do not require the issuance of a building permit, permit or other governmental approval; (E) such Acceptable Changes would not result in a Design Problem; and (dF) merely cosmetic such Acceptable Changes shall be performed by qualified contractors and subcontractors which normally and regularly perform similar work (such as painting and carpeting)in Comparable Buildings. The construction of the initial improvements to the Premises shall be governed by the terms of the Tenant Work Letter and not the terms of this Article 8.

Landlord’s Consent to Alterations. Tenant may not make any improvements, alterations, additions or changes to the Premises (collectively, the “Alterations”) without first procuring the prior written consent of Landlord to such Alterations, which consent shall (1) be requested by Tenant not less than fifteen thirty (1530) days prior to the commencement thereof, and (2) include (A) a complete set of plans and specifications for the Alterations, including MEP drawings, and (B) a copy of Tenant’s general contractor’s certificate of insurance, evidencing such contractor’s insurance in the amounts required under this Lease of Tenant and the additional insureds named on such insurance, which consent additional insureds shall be all parties Tenant is required to name as additional insureds on its insurance policies under this Lease. Landlord shall not be unreasonably withheldwithhold, conditioned condition or delayed by Landlord; provided, however, Landlord may withhold delay its consent in its sole and absolute discretion with respect to any Alterations which Alterations. Notwithstanding the foregoing, Tenant may make strictly cosmetic changes to the finish work in the Premises (e.g., carpet and paint), without Landlord’s consent, provided that the aggregate cost of any such changes does not exceed $100,000.00 in any twelve (12) month period, and such changes do not require any structural or other substantial modifications to the Premises, do not require the demolition or construction of demising walls, do not require any changes to, or adversely affect the structural components of the Building or affect, the Systems and Equipment in more than a de minimis manner (e.g.Equipment, and do not affect the mere tying into Systems shall not be subject to the sole discretion standard) or which can be seen from outside exterior appearance of the Building. Tenant shall pay give Landlord at least thirty (i30) for Alterations performed by Tenant, Landlord’s reasonable third-party costs incurred in connection with reviewing such Alterations, and (ii) for Alterations for which Tenant has engaged Landlord to supervise and Landlord’s contractors to perform, a supervision fee of two and one-half percent (2.5%) of the total cost days prior notice of such Alteration (for the avoidance of doubtcosmetic changes, the foregoing supervisory fee shall not be due or payable in connection with the Tenant Improvements and the Vivarium improvements and no supervisory fee shall be due or payable in connection with any capital improvements performed by Landlord). Notwithstanding the foregoing, no Landlord approval shall be required (provided advance which notice shall be provided to Landlord) for (a) installation, removal or realignment of furniture systems not involving any modifications to accompanied by reasonably adequate evidence that such changes meet the structure or connections (other than by ordinary plugs or jacks) to the Systems, (b) Alterations which could not reasonably be expected to affect the structural components of the Building or the Systems and Equipment and which cost less than $150,000 for any one (1) job and no more than $300,000 criteria contained in the aggregate in any calendar year during the Lease Term (excluding any costs for painting, carpeting, and similar purely cosmetic work), (c) Alterations which do not require a building permit, and (d) merely cosmetic work (such as painting and carpeting)this Section 8.1. The construction of the initial improvements to the Premises shall be governed by the terms of the Tenant Work Letter and not the terms of this Article 8.

Landlord’s Consent to Alterations. Tenant may not make any improvements, alterations, additions or changes to the Premises (collectively, the “Alterations”) without first procuring the prior written consent of Landlord to such Alterations, which consent shall be requested by Tenant not less than fifteen thirty (1530) days prior to the commencement thereof, and which consent shall not be unreasonably withheld, conditioned or delayed withheld by Landlord; provided, however, Landlord may withhold its consent in its sole and absolute discretion with respect to any Alterations which (i) may adversely affect the structural components of the Building Building, or the Building’s mechanical, electrical, heating, ventilating, air-conditioning, or life safety systems or the Systems and Equipment in more than a de minimis manner Equipment, or (e.g., the mere tying into Systems shall not be subject to the sole discretion standardii) or which can be seen are visible from outside the Building. Tenant shall pay (i) for Alterations performed by Tenant, Landlord’s reasonable third-party costs incurred in connection with reviewing such Alterations, and (ii) for Alterations for which Tenant has engaged Landlord to supervise and Landlord’s contractors to perform, a supervision fee of two and one-half percent (2.5%) of the total cost of such Alteration (for the avoidance of doubt, the foregoing supervisory fee shall not be due or payable in connection with the Tenant Improvements and the Vivarium improvements and no supervisory fee shall be due or payable in connection with any capital improvements performed by Landlord)Premises. Notwithstanding the foregoing, no Landlord approval shall be required (provided advance notice shall be provided Tenant may make strictly cosmetic changes to Landlord) for (a) installationthe finish work in the Premises, removal not requiring any structural or realignment of furniture systems not involving any other substantial modifications to the structure or connections Premises, upon thirty (30) days prior written notice to Landlord. Tenant shall pay for all overhead, general conditions, fees and other than by ordinary plugs or jacks) to the Systems, (b) Alterations which could not reasonably be expected to affect the structural components costs and expenses of the Building or the Systems and Equipment and which cost less than $150,000 for any one (1) job and no more than $300,000 in the aggregate in any calendar year during the Lease Term (excluding any costs for painting, carpeting, and similar purely cosmetic work), (c) Alterations which do not require a building permit, and (d) merely cosmetic work (such as painting and carpeting)Alterations. The construction of the initial improvements to the Premises shall be governed by the terms of the Tenant Work Letter Letter, attached hereto as Exhibit D, and not the terms of this Article 8. Notwithstanding the foregoing to the contrary, Landlord’s prior consent shall not be required with respect to any interior Alterations to the Premises which (a) are not Alterations described in subsections (i) and (ii) above, (b) cost less than Fifteen Thousand Dollars ($15,000) for any one (1) job, and (c) do not require a permit of any kind, as long as (1) Tenant delivers to Landlord notice and a copy of any final plans, specifications and working drawings for any such Alterations at least (10) days prior to commencement of the work thereof, and (2) the other conditions of this Article 8 are satisfied including, without limitation, conforming to Landlord’s rules, regulations and insurance requirements which govern contractors.

Landlord’s Consent to Alterations. Tenant may not make any improvements, alterations, additions or changes to the Premises (collectively, the “Alterations”) without first procuring the prior written consent of Landlord to such Alterations, which consent shall be requested by Tenant not less than fifteen thirty (1530) days prior to the commencement thereof, and which consent (as indicated in Section 29.4 below) shall not be unreasonably withheld, conditioned or delayed withheld by Landlord; provided. However, howeverTenant may make (i) cosmetic changes to the finish work in the Premises, not requiring any structural or other substantial modifications to the Premises (e.g., voice/data cabling), without Landlord’s prior consent, (ii) cosmetic changes to the interior of any Tenant space within the Building (e.g., changes to the carpet, wallcovering and paint) and (iii) nonstructural changes to the interior of any Tenant space within the Building (such cosmetic and nonstructural changes to be referred to hereafter collectively as the “Acceptable Changes”) upon at least tan (10)days prior notice to Landlord may withhold its but without Landlord’s prior consent in its sole and absolute discretion provided (a) with respect to the changes described in Subsection 8.1(iii) above only, such changes do not cost in excess of Seventy-Five Thousand and No/100 Dollars ($75,000.00) for any Alterations which may adversely one (l) job, (b) such Acceptable Changes do not affect the structural components exterior appearance of the Building or the Systems and Equipment in more than a de minimis manner (e.g.Common Areas, the mere tying into Systems shall not be subject to the sole discretion standard) or which can be seen from outside structural aspects of the Building. , or any Building System or Equipment, and (c) Tenant shall pay perform such Acceptable Changes in a good and workmanlike manner and in conformance with any and all applicable federal, state, county or municipal laws, rules or regulations (i) collectively, “Applicable Laws”). At any time Tenant proposes to make Alterations which require the consent of Landlord pursuant to this Section.8.1. Tenant’s notice regarding the proposed Alterations shall be provided together with plans and specifications for Alterations performed by Tenant, Landlord’s reasonable third-party costs incurred in connection with reviewing such the Alterations, and Landlord shall approve or disapprove of the same within fifteen (ii15) for Alterations for which Tenant has engaged Landlord to supervise and days after Landlord’s contractors to perform, a supervision fee of two and one-half percent (2.5%) of the total cost of such Alteration (for the avoidance of doubt, the foregoing supervisory fee shall not be due or payable in connection with the Tenant Improvements and the Vivarium improvements and no supervisory fee shall be due or payable in connection with any capital improvements performed by Landlord). Notwithstanding the foregoing, no Landlord approval shall be required (provided advance notice shall be provided to Landlord) for (a) installation, removal or realignment of furniture systems not involving any modifications to the structure or connections (other than by ordinary plugs or jacks) to the Systems, (b) Alterations which could not reasonably be expected to affect the structural components of the Building or the Systems and Equipment and which cost less than $150,000 for any one (1) job and no more than $300,000 in the aggregate in any calendar year during the Lease Term (excluding any costs for painting, carpeting, and similar purely cosmetic work), (c) Alterations which do not require a building permit, and (d) merely cosmetic work (such as painting and carpeting)receipt thereof. The construction of the initial term “Alterations” does not refer to any tenant improvements installed pursuant to the Premises shall be governed by the terms of the Tenant Work Letter and not attached to the terms of this Article 8Original Lease.

Landlord’s Consent to Alterations. Tenant may not make any improvements, alterations, additions or changes to the Premises or any electrical, mechanical, plumbing or HVAC facilities or systems pertaining to the Premises (collectively, the “"Alterations”") without first procuring the prior written consent of Landlord to such Alterations, which consent shall be requested by Tenant not less than fifteen thirty (1530) days prior to the commencement thereof, and which consent shall not be unreasonably withheld, conditioned or delayed withheld by Landlord; provided, however, provided it shall be deemed reasonable for Landlord may to withhold its consent in its sole and absolute discretion with respect to any Alterations Alteration which may adversely affect affects the structural components portions or the systems or equipment of the Building or is visible from the Systems exterior of the Building. If Tenant 795678.02/WLA376514-00007/1-28-19/ctl/ctl -23- 630 ROSEVILLE PARKWAY[Penumbra, Inc.] requests Landlord's approval for any proposed Alterations pursuant to this Article 8, Landlord shall respond, in writing, stating whether the Alterations are approved or disapproved, and Equipment in more than a de minimis manner (e.g.if disapproved, the mere tying into Systems grounds for such disapproval, within five (5) business days after receipt of Tenant's request for approval of the proposed Alterations; Landlord’s response shall not be in writing and, if Landlord withholds its consent to any Alterations described in the plans and specifications provided to Landlord concurrently with Tenant's request for Landlord's approval thereof, Landlord shall specify in reasonable detail in Landlord’s notice of disapproval, the basis for such disapproval, and the changes to Tenant’s plans which would be required in order to obtain Landlord’s approval. If Landlord fails to notify Tenant of Landlord’s approval or disapproval of any such plans within such five (5) business day period, Tenant shall have the right to provide Landlord with a second written request for approval (a “Second Request”) that specifically identifies the applicable plans and contains the following statement in bold and capital letters: “THIS IS A SECOND REQUEST FOR APPROVAL OF PLANS PURSUANT TO THE PROVISIONS OF SECTION 8.1 OF THE LEASE. IF LANDLORD FAILS TO RESPOND WITHIN FIVE (5) BUSINESS DAYS AFTER RECEIPT OF THIS NOTICE, THEN LANDLORD SHALL BE DEEMED TO HAVE APPROVED THE PLANS DESCRIBED HEREIN.” If Landlord fails to respond to such Second Request within five (5) Business Days after receipt by Landlord, the plans in question shall be deemed approved by Landlord, and Tenant may, subject to the sole discretion standardother provisions of this Article 8, commence the Alterations described in such plans. If Landlord timely delivers to Tenant notice of Landlord’s disapproval of any plans, Tenant may revise Tenant’s plans to incorporate the changes suggested by Landlord in Landlord’s notice of disapproval, and resubmit such plans to Landlord; in such event, the scope of Landlord’s review of such plans shall be limited to Tenant’s correction of the items in which Landlord had previously objected in writing. Landlord’s review and approval (or deemed approval) of such revised plans shall be governed by the provisions set forth above in this Section 8.1. The procedure set out above for approval of Tenant’s plans will also apply to any change, addition or amendment to Tenant’s plans. Notwithstanding anything in this Article 8 to the contrary, Tenant shall be permitted to make Alterations following ten (10) business days' notice to Landlord, but without Landlord's prior consent, to the extent that (x) such Alterations are decorative only (i.e., installation of carpeting or painting of the Premises) or which can be seen from outside the Building. Tenant shall pay (y) such Alterations (i) for Alterations performed by Tenantdo not affect the Building Structure or Building Systems, Landlord’s reasonable third-party costs incurred in connection with reviewing such Alterations, and (ii) for Alterations for which Tenant has engaged Landlord to supervise and Landlord’s contractors to perform, a supervision fee of two and one-half percent (2.5%) are not visible from the exterior of the total cost of such Alteration (for the avoidance of doubt, the foregoing supervisory fee shall not be due or payable in connection with the Tenant Improvements and the Vivarium improvements and no supervisory fee shall be due or payable in connection with any capital improvements performed by Landlord). Notwithstanding the foregoing, no Landlord approval shall be required (provided advance notice shall be provided to Landlord) for (a) installation, removal or realignment of furniture systems not involving any modifications to the structure or connections (other than by ordinary plugs or jacks) to the SystemsBuilding, (biii) Alterations which could not reasonably be expected to affect the structural components of the Building or the Systems and Equipment and which cost less than $150,000 for any one (1) job and no more than $300,000 in the aggregate in any calendar year during the Lease Term (excluding any costs for painting, carpeting, and similar purely cosmetic work), (c) Alterations which do not require a building or construction permit, and (div) merely cosmetic cost less than $250,000.00 for a particular job of work. Additionally, Tenant will have the right, without the necessity of Landlord’s prior written consent so long as the work (does not affect the Base Building in any material or adverse way, to perform any work related to Tenant’s clean rooms or other operational space that may be necessitated by Tenant’s obligation to comply with regulatory or industry guidelines regarding the operation of such as painting and carpeting)areas or in response to regulatory inspections or other audits, it being acknowledged by Landlord that Tenant’s obligation to continue operating within the Premises on a continuous basis requires the ability from time to time, to perform such compliance work immediately. The construction of the initial improvements to the Premises shall be governed by the terms of the Tenant Work Letter and not the terms of this Article 8.

Landlord’s Consent to Alterations. Except for “Cosmetic Alterations” (as that term is defined below) and alterations made pursuant to the terms of Section 8.6 below, Tenant may not make any improvements, alterations, additions or changes to the Premises or any mechanical, plumbing or HVAC facilities or systems pertaining to the Premises (collectively, the “Alterations”) without first procuring the prior written consent of Landlord to such Alterations, which consent shall be requested by Tenant not less than fifteen ten (1510) business days prior to the commencement thereof, and which consent shall not be unreasonably withheld, conditioned or delayed withheld by Landlord; provided, however, provided it shall be deemed reasonable for Landlord may to withhold its consent in its sole and absolute discretion with respect to any Alterations Alteration which may adversely affect the structural components Building Structure (taking into account the fact that the Building is a post-tension building) or Building Systems or is visible from the exterior of the Building Building, or the Systems and Equipment in more than a de minimis manner (e.g., the mere tying into Systems shall not be subject to the sole discretion standard) negatively impacts or which can be seen from outside impairs the Building. Tenant shall pay (i) for Alterations performed by Tenant, Landlord’s reasonable third-party costs incurred in connection with reviewing such Alterations, and (ii) for Alterations for which Tenant has engaged Landlord to supervise and Landlord’s contractors to perform, a supervision fee of two and one-half percent (2.5%) of the total cost of such Alteration (for the avoidance of doubt, the foregoing supervisory fee shall not be due or payable in connection with the Tenant Improvements and the Vivarium improvements and no supervisory fee shall be due or payable in connection with any capital improvements performed by Landlord)LEED certification. Notwithstanding the foregoing, no Landlord approval Tenant shall be required permitted to make strictly cosmetic, non-structural additions and alterations (provided advance “Cosmetic Alterations”) following five (5) business days’ notice shall be provided to Landlord) for (a) installation, removal or realignment of furniture systems not involving any modifications but without Landlord’s prior consent, to the structure extent that such Cosmetic Alterations (i) do not affect the Building Structure, Building Systems or connections (other than by ordinary plugs or jacks) to the Systemsequipment, (bii) Alterations which could are not reasonably be expected to affect visible from the structural components exterior of the Building or the Systems and Equipment and which cost less than $150,000 for any one (1) job and no more than $300,000 in the aggregate in any calendar year during the Lease Term (excluding any costs for painting, carpeting, and similar purely cosmetic work)Building, (ciii) Alterations which do not require a building or construction permit, (iv) cost less than $25,000.00 for a particular job of work, and (dv) merely cosmetic work (such as painting and carpeting)do not negatively impair or impact the Building’s LEED certification. The construction of the initial improvements to the Premises shall be governed by the terms of the Tenant Work Letter and not the terms of this Article 8.

Landlord’s Consent to Alterations. Tenant may not make any improvements, alterations, additions or changes to the Premises (collectively, the “Alterations”) without first procuring the prior written consent of Landlord to such Alterations, which consent shall be requested by Tenant not less than fifteen thirty (1530) days prior to the commencement thereof, and which consent shall not be unreasonably withheld, conditioned or delayed withheld by Landlord; provided, however, . Landlord may withhold its consent in its sole and absolute discretion with respect to any Alterations which may adversely affect the structural components of the Building or the Systems and Equipment in more than a de minimis manner (e.g., the mere tying into Systems shall not be subject to the sole discretion standard) or which can be seen from outside the Building. Tenant shall pay (i) for Alterations performed by Tenant, Landlord’s reasonable third-party costs incurred in connection with reviewing such Alterations, and (ii) for Alterations for which Tenant has engaged Landlord to supervise and Landlord’s contractors to perform, a supervision fee of two and one-half percent (2.5%) of the total cost of such Alteration (for the avoidance of doubt, the foregoing supervisory fee shall not be due or payable in connection with the Tenant Improvements and the Vivarium improvements and no supervisory fee shall be due or payable in connection with any capital improvements performed by Landlord)Premises. Notwithstanding the foregoing, no Landlord approval the installation by Tenant of a Wi-Fi Network shall be required (provided advance notice governed by the terms of Section 8.3 below. Tenant shall be provided to Landlord) pay for (a) installationall overhead, removal or realignment of furniture systems not involving any modifications to the structure or connections (general conditions, fees and other than by ordinary plugs or jacks) to the Systems, (b) Alterations which could not reasonably be expected to affect the structural components costs and expenses of the Building or the Systems and Equipment and which cost less than $150,000 for any one Alterations, and, except with respect to Cosmetic Alterations (1) job and no more than $300,000 in the aggregate in any calendar year during the Lease Term (excluding any costs for painting, carpeting, and similar purely cosmetic workas defined below), shall pay to Landlord a Landlord supervision fee of five percent (c5%) Alterations which do not require a building permit, and (d) merely cosmetic work (such as painting and carpeting)of the cost of the Alterations. The construction of the initial improvements to the Premises shall be governed by the terms of the Tenant Work Letter and not the terms of this Article 8. Notwithstanding the foregoing, Tenant shall have the right, without Landlord’s consent, but upon three (3) business days prior written notice to Landlord, to make strictly cosmetic, non-structural additions and alterations to the Premises that do not (i) involve the expenditure of more than $25,000.00 in the aggregate in any twelve (12) month period during the Lease Term, (ii) affect the appearance of the Building or any areas outside the Premises, (iii) affect or impact in any way the systems or structure of the Building, or (iv) require the issuance of a building permit (collectively, “Cosmetic Alterations”).

Landlord’s Consent to Alterations. Tenant may not make or suffer to be made any improvements, alterations, additions additions, changes, or changes repairs (pursuant to Article 7 or otherwise) to the Premises or any mechanical, plumbing or HVAC facilities or systems pertaining to the Premises (collectively, the “Alterations”) without first procuring the prior written consent of Landlord to such Alterations, which consent shall be requested by Tenant not less than fifteen (15) days prior to in accordance with the commencement thereofterms and conditions of this Article 8, and which consent shall not be unreasonably withheld, conditioned or delayed by Landlord; provided, however, provided it shall be deemed reasonable for Landlord may to withhold its consent in its sole and absolute discretion with respect to any Alterations Alteration which may adversely affect affects the structural components Building Structure or Building Systems or equipment, or is visible from the exterior of the Building (each, a “Material Alteration” and, collectively, “Material Alterations”). Landlord may impose, as a condition of its consent to any and all Alterations or repairs of the Systems and Equipment Premises or about the Premises, reasonable requirements, provided that such requirements may be imposed in more than a de minimis manner (e.g., the mere tying into Systems shall not be subject to the Landlord’s sole discretion standard) or which can be seen from outside the Building. Tenant shall pay (i) for Alterations performed by Tenant, Landlord’s reasonable third-party costs incurred in connection with reviewing such Alterations, and (ii) for Alterations for which Tenant has engaged Landlord to supervise and Landlord’s contractors to perform, a supervision fee of two and one-half percent (2.5%) of the total cost of such Alteration (for the avoidance of doubt, the foregoing supervisory fee shall not be due or payable in connection with the Tenant Improvements and the Vivarium improvements and no supervisory fee shall be due or payable in connection with any capital improvements performed by Landlord). Notwithstanding the foregoing, no Landlord approval shall be required (provided advance notice shall be provided to Landlord) for (a) installation, removal or realignment of furniture systems not involving any modifications to the structure or connections (other than by ordinary plugs or jacks) to the Systems, (b) Alterations which could not reasonably be expected to affect the structural components of the Building or the Systems and Equipment and which cost less than $150,000 for any one (1) job and no more than $300,000 in the aggregate in any calendar year during the Lease Term (excluding any costs for painting, carpeting, and similar purely cosmetic work), (c) Alterations which do not require a building permit, and (d) merely cosmetic work (such as painting and carpeting)Material Alteration. The construction of the initial improvements to the Premises shall be governed by the terms of the Tenant Work Letter and not the terms of this Article 8.. Notwithstanding anything to the contrary set forth in this Article 8, Landlord expressly agrees that if at any time during the Lease Term the Premises shall be located on two (2) or more contiguous floors in the Building, Tenant shall have the right, subject to Landlord’s prior written approval of Tenant’s plans and specifications, and subject to all Applicable Laws and the remaining provisions of this Article 8 and this Lease, to construct an internal stairwell between such contiguous floors of the Premises. In the event that any modifications to the Building Structure or Building Systems are required by Applicable Law as a result of Tenant’s installation and construction of any internal stairwell as provided in this Section 8.1, such costs and expenses shall be the sole responsibility of Tenant. Within thirty (30) days following the expiration or earlier termination of this Lease, Tenant shall reimburse Landlord for all reasonable costs of removing any such internal stairwell and repairing any damage caused by such removal unless Landlord has, on or before the expiration or earlier termination of this Lease, entered into a lease with a succeeding tenant for the then-existing Premises, and such tenant elects to use such internal stairwell and agrees in writing to reimburse Landlord for the cost of removing the stairwell and repairing any damage caused by such removal upon the expiration or earlier termination of such succeeding tenant’s lease. [535 Mission Xxxxxx]

Landlord’s Consent to Alterations. Except for Cosmetic Alterations (as defined below), Tenant may not make any improvements, alterations, additions or changes to the Premises (collectively, the “Alterations”) without first procuring the prior written consent of Landlord to such Alterations, which . Such consent shall be requested by Tenant not less than fifteen ten (1510) business days prior to the commencement thereof, and which consent Landlord shall not be unreasonably withheldwithhold, conditioned condition or delayed by Landlord; provided, however, Landlord may withhold delay its consent in its sole and absolute discretion for any Alterations except with respect to any Alterations which may (i) do not comply with applicable laws, (ii) materially and adversely affect the Systems and Equipment or the structural components aspects of the Building or the Systems and Equipment in more than a de minimis manner Retail Area, (e.g., the mere tying into Systems shall not be subject to the sole discretion standardiii) or which can be seen from outside the Building. Tenant shall pay Premises, (iiv) unreasonably interfere with another tenant’s use of such tenant’s premises for Alterations performed by Tenantnormal business office purposes, Landlord’s reasonable third-party costs incurred in connection with reviewing such Alterations, and and/or (iiv) for Alterations for which Tenant has engaged Landlord do not use materials that are equal to supervise and Landlord’s contractors to performor better than Building standard materials (each, a supervision fee of two and one-half percent (2.5%) of the total cost of such Alteration (for the avoidance of doubt, the foregoing supervisory fee shall not be due or payable in connection with the Tenant Improvements and the Vivarium improvements and no supervisory fee shall be due or payable in connection with any capital improvements performed by Landlord“Design Problem”). Notwithstanding the foregoing, no with respect to any Alterations installed after the Lease Commencement Date that (A) create a Design Problem described in clause (iii) hereinabove and (B) are other than walls not aligned with existing columns or mullions, Landlord approval shall act reasonably and in good faith based upon standards generally employed by Comparable Landlords (as defined below) for comparable retail projects. Further notwithstanding the foregoing, Tenant may make strictly cosmetic, non-structural alterations, additions or improvements to the interior of the Premises (collectively, the “Cosmetic Alterations”) without Landlord’s consent or payment of any supervision fee, provided that: (a) Tenant delivers to Landlord written notice of such Cosmetic Alterations at least ten (10) days prior to the commencement thereof; (b) such Cosmetic Alterations shall be required performed by or on behalf of Tenant in compliance with the other provisions of this Article 8; (provided advance c) such Cosmetic Alterations do not require the issuance of a building permit or other governmental approval; (d) such Cosmetic Alterations would not result in a Design Problem; (e) such Cosmetic Alterations do not exceed $75,000 per project. Any time Tenant proposes to make Alterations other than Cosmetic Alterations, Tenant’s notice regarding the proposed Alterations shall be provided to Landlord) together with the plans and specifications for (a) installationthe Alterations, removal and Landlord shall approve or realignment of furniture systems not involving any modifications to the structure or connections (other than by ordinary plugs or jacks) to the Systems, (b) Alterations which could not reasonably be expected to affect the structural components disapprove of the Building same within ten (10) business days after its receipt of the same in accordance with the standard for consent set forth hereinabove. In the event that Landlord shall fail to notify Tenant in writing of its approval or disapproval of a proposed Alteration within such ten (10) business day period, Landlord shall be deemed to have approved such Alteration. In the Systems event that Landlord shall disapprove of a proposed Alteration because the same contains a Design Problem, Landlord shall notify Tenant of ifs the specific Design Problem which is the reason for such disapproval and Equipment Tenant shall have the right to resubmit for Landlord’s approval modified plans and which cost less than $150,000 specifications to address Landlord’s reasons for any one (1) job and no more than $300,000 in the aggregate in any calendar year during the Lease Term (excluding any costs for painting, carpeting, and similar purely cosmetic work), (c) Alterations which do not require a building permit, and (d) merely cosmetic work (disapproval to eliminate such as painting and carpeting)Design Problem. The construction of the initial improvements to the Premises shall be governed by the terms of the Tenant Work Letter and not the terms of this Article 8.

Landlord’s Consent to Alterations. Tenant may not make any improvements, alterations, additions or changes to the Premises or any mechanical, plumbing or HVAC facilities or systems pertaining to the Premises (collectively, the “Alterations”) without first procuring the prior written consent of Landlord to such Alterations, which consent shall be requested by Tenant not less than fifteen thirty (1530) days prior to the commencement thereof, and which consent shall not be unreasonably withheld, conditioned or delayed by Landlord, provided it shall be deemed reasonable for Landlord to withhold its consent to any Alteration which adversely affects the structural portions or the systems or equipment of the Building or is visible from the exterior of the Premises or requires other alterations, additions or improvements to the Premises or Common Areas in order to comply with applicable laws (including, without limitation, the Americans with Disabilities Act) or which may adversely affect the LEED rating of the Building. Notwithstanding the foregoing, Tenant may make strictly cosmetic, non-structural alterations, additions or improvements to the interior of the Premises (collectively, the “Notice-Only Alterations”) without Landlord’s consent, provided that: (A) Tenant delivers to Landlord written notice of such Notice- Only Alterations at least ten (10) days prior to the commencement thereof; (B) the aggregate cost of all such Notice-Only Alterations during any twelve (12) consecutive month period does not exceed One Thousand Dollars ($100,000.00); provided, however, Landlord may withhold its consent in its sole and absolute discretion with respect that this subclause (B) shall not apply to any Alterations which may adversely affect the structural components Tenant’s installation of carpeting or painting of the Building Premises; (C) such Notice-Only Alterations shall be performed by or on behalf of Tenant in compliance with the Systems and Equipment in more than other provisions of this Article 8; (D) such Notice-Only Alterations do not require the issuance of a de minimis manner building permit or other governmental approval; (e.g., the mere tying into Systems shall not be subject to the sole discretion standardE) or which can be seen from outside the Building. Tenant shall pay such Notice-Only Alterations (i) for Alterations performed by Tenantdo not affect the outside appearance of the Building, Landlord’s reasonable third(ii) are non-party costs incurred in connection with reviewing such Alterationsstructural and do not impair the strength or structural integrity of the Building, and (iiiii) for Alterations for which Tenant has engaged Landlord to supervise and Landlord’s contractors to performdo not affect the mechanical, a supervision fee of two and one-half percent (2.5%) electrical, HVAC or other systems of the total cost of Building; and (F) such Alteration (for the avoidance of doubt, the foregoing supervisory fee shall not be due or payable in connection with the Tenant Improvements and the Vivarium improvements and no supervisory fee Notice-Only Alterations shall be due or payable in connection with any capital improvements performed by Landlord). Notwithstanding the foregoing, no Landlord approval shall be required (provided advance notice shall be provided to Landlord) for (a) installation, removal or realignment of furniture systems not involving any modifications to the structure or connections (other than by ordinary plugs or jacks) to the Systems, (b) Alterations qualified contractors and subcontractors which could not reasonably be expected to affect the structural components of the Building or the Systems normally and Equipment and which cost less than $150,000 for any one (1) job and no more than $300,000 regularly perform similar work in the aggregate in any calendar year during the Lease Term (excluding any costs for painting, carpeting, and similar purely cosmetic work), (c) Alterations which do not require a building permit, and (d) merely cosmetic work (such as painting and carpeting)Comparable Buildings. The construction of the initial improvements to the Premises shall be governed by the terms of the Tenant Work Letter and not the terms of this Article 8.

Landlord’s Consent to Alterations. Tenant may not make any improvements, alterations, additions or changes to the Premises or any mechanical, plumbing or HVAC facilities or systems pertaining to the Premises (collectively, the “Alterations”) without first procuring the prior written consent of Landlord to such Alterations, which consent shall be requested by Tenant not less than fifteen (15) days prior to the commencement thereof, and which consent shall not be unreasonably withheld, conditioned or delayed withheld by Landlord; provided, however, provided it shall be deemed reasonable for Landlord may to withhold its consent in its sole and absolute discretion with respect to any Alterations Alteration which may adversely affect the structural components of affects the Building Structure portions or the Building Systems and Equipment in more than a de minimis manner (e.g., or is visible from the mere tying into Systems shall not be subject to the sole discretion standard) or which can be seen from outside exterior of the Building. Tenant shall pay (i) for Alterations performed by Tenant, Landlord’s reasonable third-party costs incurred in connection with reviewing such If Landlord disapproves of any proposed Alterations, Landlord shall respond, in writing, stating the grounds for such disapproval, within ten (10) business days after receipt of Tenant’s request for approval of the proposed Alterations. If Landlord fails to respond with its approval or disapproval within ten (10) business days after receipt of Tenant’s request, then Tenant may send Landlord a reminder notice setting forth such failure containing the following sentence at the top of such notice in bold, capitalized font at least twelve (12) points in size: “LANDLORD’S FAILURE TO RESPOND TO THIS NOTICE WITHIN FIVE (5) BUSINESS DAYS SHALL RESULT IN LANDLORD’S DEEMED APPROVAL OF TENANT’S ALTERATION” (the “Reminder Notice”). Any such Reminder Notice shall include a complete copy of Tenant’s plans and specification for such Alteration. If Landlord fails to respond within five (ii5) for Alterations business days after receipt of a Reminder Notice, then Tenant’s Alteration for which Tenant has engaged Landlord to supervise and requested Landlord’s contractors to perform, a supervision fee of two and one-half percent (2.5%) of the total cost of such Alteration (for the avoidance of doubt, the foregoing supervisory fee shall not be due or payable in connection with the Tenant Improvements and the Vivarium improvements and no supervisory fee approval shall be due or payable in connection with any capital improvements performed deemed approved by Landlord). Notwithstanding the foregoing, no Landlord approval Tenant shall be required permitted to make Alterations following ten (provided advance 10) business days’ notice shall be provided to Landlord, but without Landlord’s prior consent, to the extent that such Alterations do not (i) adversely affect the Building Systems or Building Structure, or effect the exterior appearance of the Building, or (ii) cost more than Two Hundred Fifty Thousand and 00/100 Dollars ($250,000.00) for (a) installation, removal or realignment a particular job of furniture systems not involving any modifications to the structure or connections (other than by ordinary plugs or jacks) to the Systems, (b) Alterations which could not reasonably be expected to affect the structural components of the Building or the Systems and Equipment and which cost less than $150,000 for any one (1) job and no more than $300,000 in the aggregate in any calendar year during the Lease Term (excluding any costs for painting, carpeting, and similar purely cosmetic work), (c) Alterations which do not require a building permit, and (d) merely cosmetic work (such as painting and carpetingthe “Cosmetic Alterations”). The construction of the initial improvements to the Premises shall be governed by the terms of the Tenant Work Letter and not the terms of this Article 8.

Landlord’s Consent to Alterations. Tenant may not make any improvements, alterations, additions or changes to the Premises or any mechanical, plumbing or HVAC facilities or systems pertaining to the Premises (collectively, the “Alterations”) without first procuring the prior written consent of Landlord to such Alterations, which consent shall be requested by Tenant not less than fifteen thirty (1530) days prior to the commencement thereof, and which consent shall not be unreasonably withheld, conditioned or delayed by Landlord, provided it shall be deemed reasonable for Landlord to withhold its consent to any Alteration which adversely affects the structural portions or the systems or equipment of the Building or is visible from the exterior of the Premises or requires other alterations, additions or improvements to the Premises or Common Areas in order to comply with applicable laws (including, without limitation, the Americans with Disabilities Act) or which may adversely affect the LEED rating of the Building. Notwithstanding the foregoing, Tenant may make strictly cosmetic, non-structural alterations, additions or improvements to the interior of the Premises (collectively, the “Notice-Only Alterations”) without Landlord’s consent, provided that: (A) Tenant delivers to Landlord written notice of such Notice-Only Alterations at least ten (10) days prior to the commencement thereof; (B) the aggregate cost of all such Notice-Only Alterations during any twelve (12) consecutive month period does not exceed One Thousand Dollars ($100,000.00); provided, however, Landlord may withhold its consent in its sole and absolute discretion with respect that this subclause (B) shall not apply to any Alterations which may adversely affect the structural components Tenant’s installation of carpeting or painting of the Building Premises; (C) such Notice-Only Alterations shall be performed by or on behalf of Tenant in compliance with the Systems and Equipment in more than other provisions of this Article 8; (D) such Notice-Only Alterations do not require the issuance of a de minimis manner building permit or other governmental approval; (e.g., the mere tying into Systems shall not be subject to the sole discretion standardE) or which can be seen from outside the Building. Tenant shall pay such Notice-Only Alterations (i) for Alterations performed by Tenantdo not affect the outside appearance of the Building, Landlord’s reasonable third(ii) are non-party costs incurred in connection with reviewing such Alterationsstructural and do not impair the strength or structural integrity of the Building, and (iiiii) for Alterations for which Tenant has engaged Landlord to supervise and Landlord’s contractors to performdo not affect the mechanical, a supervision fee of two and one-half percent (2.5%) electrical, HVAC or other systems of the total cost of Building; and (F) such Alteration (for the avoidance of doubt, the foregoing supervisory fee shall not be due or payable in connection with the Tenant Improvements and the Vivarium improvements and no supervisory fee Notice-Only Alterations shall be due or payable in connection with any capital improvements performed by Landlord). Notwithstanding the foregoing, no Landlord approval shall be required (provided advance notice shall be provided to Landlord) for (a) installation, removal or realignment of furniture systems not involving any modifications to the structure or connections (other than by ordinary plugs or jacks) to the Systems, (b) Alterations qualified contractors and subcontractors which could not reasonably be expected to affect the structural components of the Building or the Systems normally and Equipment and which cost less than $150,000 for any one (1) job and no more than $300,000 regularly perform similar work in the aggregate in any calendar year during the Lease Term (excluding any costs for painting, carpeting, and similar purely cosmetic work), (c) Alterations which do not require a building permit, and (d) merely cosmetic work (such as painting and carpeting)Comparable Buildings. The construction of the initial improvements to the Premises shall be governed by the terms of the Tenant Work Letter and not the terms of this Article 8.

Landlord’s Consent to Alterations. Tenant may shall not make or suffer to be made any improvements, alterations, additions additions, changes or changes repairs (pursuant to Article 6 or otherwise) to the Premises (collectively, the “"Alterations”") without first procuring the Landlord's prior written consent approval of Landlord to such Alterationssame, which consent approval shall be requested by Tenant not less than fifteen twenty (1520) business days prior to the commencement thereof, and which consent approval shall not be unreasonably withheld, conditioned or delayed by Landlord; provided, however, provided that it shall be deemed reasonable for Landlord may to withhold its consent in its sole and absolute discretion with respect to any Alterations which may adversely affect the structural components any area(s) outside of the Building or the Systems and Equipment in more than a de minimis manner (e.g.Premises, the mere tying into exterior of the Building, the Building Systems shall not be subject to the sole discretion standard) or which can be seen from outside any structural portion of the Building. In addition, Tenant shall pay not make or suffer to be made any Alteration which would invalidate any warranty held by Landlord at the Project (i) for Alterations performed by Tenantincluding, Landlord’s reasonable third-party costs incurred in connection without limitation, with reviewing such Alterations, and (ii) for Alterations for which Tenant has engaged Landlord respect to supervise and Landlord’s contractors to perform, a supervision fee of two and one-half percent (2.5%) the roof of the total cost of such Alteration (for the avoidance of doubt, the foregoing supervisory fee shall not be due or payable in connection with the Tenant Improvements and the Vivarium improvements and no supervisory fee shall be due or payable in connection with any capital improvements performed by LandlordBuilding). Notwithstanding the foregoing, no Landlord approval Landlord's prior consent shall not be required (provided advance notice shall be provided to Landlord) for any Alteration that: (a) installation, removal is solely cosmetic in nature (such as painting or realignment of furniture systems not involving any modifications to the structure or connections (other than by ordinary plugs or jacks) to the Systems, decorating); (b) Alterations which could does not reasonably be expected to affect any area outside of the Premises, or require work inside the walls, or above the ceiling of the Premises; (c) does not affect (1) the roof or any structural components portion of the Building (the "Building Structure"), or (2) the Systems plumbing, sewer, drainage, electrical, fire protection, elevator, life safety and Equipment security systems and equipment, HVAC systems, and all other mechanical, electrical and communications systems and equipment, which are located in the Building or outside the Building and which cost exclusively serve the Building (collectively, the "Building Systems"); (d) cannot be seen from outside the Premises, and (e) costs less than $150,000 for any one (1) job and no more than $300,000 100,000 in the aggregate in during any calendar year during twelve (12) month period of the Lease Term (excluding herein referred to as "Cosmetic Alterations"); provided that Tenant shall provide Landlord with prior written notice of any costs for painting, carpeting, and similar purely cosmetic work), Cosmetic Alteration at least fifteen (c15) Alterations which do not require a building permit, and (d) merely cosmetic work (such as painting and carpeting)business days' prior to Tenant's commencement of same. The construction of the any initial improvements to in the Premises shall be governed by the terms of the Tenant Work Letter Letter, if any, attached hereto as Exhibit B, and not the terms of this Article 85.

Landlord’s Consent to Alterations. Tenant may not make any improvements, alterations, additions or changes to the Premises or any mechanical, plumbing or HVAC facilities or systems pertaining to the Premises (collectively, the “Alterations”) without first procuring the prior written consent of Landlord to such Alterations, which consent shall be requested by Tenant not less than fifteen thirty (1530) days prior to the commencement thereof, and which consent shall not be unreasonably withheld, conditioned or delayed by Landlord; provided, however, provided it shall be deemed reasonable for Landlord may to withhold its consent in its sole and absolute discretion with respect to any Alterations Alteration which may adversely affect affects the structural components portions or the systems or equipment of the Building or is visible from the Systems and Equipment in more than a de minimis manner (e.g., the mere tying into Systems shall not be subject to the sole discretion standard) or which can be seen from outside the Building. Tenant shall pay (i) for Alterations performed by Tenant, Landlord’s reasonable third-party costs incurred in connection with reviewing such Alterations, and (ii) for Alterations for which Tenant has engaged Landlord to supervise and Landlord’s contractors to perform, a supervision fee of two and one-half percent (2.5%) of the total cost of such Alteration (for the avoidance of doubt, the foregoing supervisory fee shall not be due or payable in connection with the Tenant Improvements and the Vivarium improvements and no supervisory fee shall be due or payable in connection with any capital improvements performed by Landlord). Notwithstanding the foregoing, no Landlord approval shall be required (provided advance notice shall be provided to Landlord) for (a) installation, removal or realignment of furniture systems not involving any modifications to the structure or connections (other than by ordinary plugs or jacks) to the Systems, (b) Alterations which could not reasonably be expected to affect the structural components exterior of the Building or makes the Systems and Equipment and which Premises less valuable or marketable in the Landlord’s reasonable judgment. Notwithstanding any provision to the contrary contained in this Lease, NO GLUE OR ADHESIVE SHALL BE APPLIED TO ANY FINISHED CONCRETE FLOOR LOCATED WITHIN THE PREMISES. Tenant shall not without Landlord’s written permission, install any work of art whose removal is subject to any government or regulatory approval or restriction. TENANT SHOULD EXAMINE THE FLOOR PLAN IN EXHIBIT A FOR ACCURACY AS TENANT SHALL BE HELD RESPONSIBLE FOR ANY ALTERATIONS FROM SUCH FLOOR PLAN MADE WITHOUT LANDLORD PRIOR WRITTEN CONSENT. Notwithstanding the foregoing to the contrary, Tenant may make non-structural alterations, additions or improvements to the interior of the Premises (collectively, the “Acceptable Changes”) without Landlord’s consent, provided that (i) Tenant delivers to Landlord written notice of such Acceptable Changes at least ten (10) business days prior to the commencement thereof, (ii) the cost less than $150,000 for any one (1) job and no more than $300,000 of all Acceptable Changes do not in the aggregate exceed $25,000.00 in any calendar year during consecutive twelve (12) month period (but there shall be no cap on the Lease Term (excluding cost of any costs for painting, carpeting, and similar purely cosmetic or decorative interior non-structural changes made to the Premises [such as, for example, painting and carpeting work]), (ciii) Alterations which do not require a building permit, and (d) merely cosmetic work (such as painting and carpeting). The construction of the initial improvements to the Premises Acceptable Changes shall be governed performed by or on behalf of Tenant in compliance with the terms of the Tenant Work Letter and not the terms other provisions of this Article 8, (iv) such Acceptable Changes do not require the issuance of a building permit or other governmental approval, (v) such Acceptable Changes are not Unauthorized Alterations (as defined below), and (vi) such Acceptable Changes shall be performed by qualified contractors and subcontractors which normally and regularly perform similar work in the Comparable Buildings.

Landlord’s Consent to Alterations. Tenant may not make any improvements, alterations, additions or changes to the Premises (collectively, the “Alterations”) without first procuring the prior written consent of Landlord to such Alterations, which consent shall be requested by Tenant not less than fifteen ten (1510) days prior to the commencement thereof, and which consent shall not be unreasonably withheld, conditioned or delayed withheld by Landlord; provided, however, Landlord may withhold its consent in its sole and absolute discretion with respect to any Alterations which may adversely affect the structural components of the Building or the Systems and Equipment in more than a de minimis manner (e.g., the mere tying into Systems shall not be subject to the sole discretion standard) or which can be seen from outside the Building. Tenant shall pay (i) for Alterations performed by Tenant, Landlord’s reasonable third-party costs incurred in connection with reviewing such Alterations, and (ii) for Alterations for which Tenant has engaged Landlord to supervise and Landlord’s contractors to perform, a supervision fee of two and one-half percent (2.5%) of the total cost of such Alteration (for the avoidance of doubt, the foregoing supervisory fee shall not be due or payable in connection with the Tenant Improvements and the Vivarium improvements and no supervisory fee shall be due or payable in connection with any capital improvements performed by Landlord). Notwithstanding the foregoingforegoing and subject to Tenant’s compliance with the provisions of this Article 8, no Landlord including obtaining Landlord’s approval shall be required (provided advance notice shall be provided to Landlord) for (a) installation, removal or realignment of furniture systems not involving any modifications to the structure or connections (other than by ordinary plugs or jacks) to the Systems, (b) Alterations which could not reasonably be expected to affect the structural components of the Building or plans, specifications and drawings therefor, Tenant shall have the Systems and Equipment and which cost less than $150,000 for any one (1) job and no more than $300,000 right to install a security system in the aggregate in any calendar year during the Lease Term (excluding any costs for paintingPremises, carpeting, at Tenant’s sole cost and similar purely cosmetic work), (c) Alterations which do not require a building permit, and (d) merely cosmetic work (such as painting and carpeting)expense. The construction of the initial improvements to the Premises shall be governed by the terms of the Tenant Work Letter and not the terms of this Article 8. Notwithstanding anything to the contrary contained herein, Tenant may make strictly cosmetic changes to the finish work in the Premises (the “Cosmetic Alterations”), without Landlord’s consent, provided that the aggregate cost of any such alterations does not exceed $25,000.00 in any twelve (12) month period, and further provided that such alterations do not (i) require any structural or other substantial modifications to the Premises, (ii) require any changes to, or adversely affect, the Systems and Equipment of the Building, (iii) affect the exterior appearance of the Building or (iv) trigger any legal requirement which would require Landlord to make any alteration or improvement to the Premises, the Building or the Real Property. Tenant shall give Landlord at least ten (10) days prior notice of such Cosmetic Alterations, which notice shall be accompanied by reasonably adequate evidence that such changes meet the criteria contained in this Article 8. Except as otherwise provided, the term “Alterations” shall include Cosmetic Alterations.

Landlord’s Consent to Alterations. Tenant may not make or suffer to be made any improvements, alterations, additions or changes to the Premises or any mechanical, plumbing or HVAC facilities or systems pertaining to the Premises (collectively, the “Alterations”) without first procuring the prior written consent of Landlord to such Alterations, which consent shall be requested by Tenant not less than fifteen (15) days prior to in accordance with the commencement thereofterms and conditions of this Article 8, and which consent shall not be unreasonably withheld, conditioned or delayed by Landlord; provided, however, provided it shall be deemed reasonable for Landlord may to withhold its consent in its sole and absolute discretion with respect to any Alterations Alteration which may adversely affect affects the structural components portions or the systems or equipment of the Building or is visible from the Systems and Equipment in more than a de minimis manner (e.g., the mere tying into Systems shall not be subject to the sole discretion standard) or which can be seen from outside exterior of the Building. Landlord may impose, as a condition of its consent to any and all Alterations or repairs of the Premises or about the Premises, such requirements as Landlord in its reasonable discretion may deem desirable. In the event that Tenant desires to determine whether or not it shall be responsible for removing any Alteration it proposes to construct or have constructed in the Premises, Tenant shall pay (i) for Alterations performed by Tenantsend a Notice in writing to Landlord, at the time it requests Landlord’s reasonable third-party costs incurred in connection with reviewing such Alterationsconsent to any Alteration, and (ii) requesting that Landlord inform it whether or not Tenant will have the responsibility for Alterations for which Tenant has engaged Landlord to supervise and Landlord’s contractors to perform, a supervision fee removing the proposed Alteration upon the expiration or earlier termination of two and one-half percent (2.5%) of the total cost of such Alteration (for the avoidance of doubt, the foregoing supervisory fee shall not be due or payable in connection with the Tenant Improvements and the Vivarium improvements and no supervisory fee shall be due or payable in connection with any capital improvements performed by Landlord). Notwithstanding the foregoing, no Landlord approval shall be required (provided advance notice shall be provided to Landlord) for (a) installation, removal or realignment of furniture systems not involving any modifications to the structure or connections (other than by ordinary plugs or jacks) to the Systems, (b) Alterations which could not reasonably be expected to affect the structural components of the Building or the Systems and Equipment and which cost less than $150,000 for any one (1) job and no more than $300,000 in the aggregate in any calendar year during the Lease Term and restoring the Premise to the condition existing prior to the installation of the Alteration, normal wear and tear and damage from casualty excepted. In the event that Landlord responds to Tenant in writing in the affirmative, or fails to respond to Tenant within ten (excluding any costs for painting10) days following Landlord’s receipt of Tenant’s Notice, carpetingit shall be deemed that Tenant shall have the obligation to remove the proposed Alteration upon the expiration or earlier termination of the Lease Term and to restore the Premise to the condition existing prior to the installation of the Alteration, normal wear and similar purely cosmetic work)tear and damage from casualty excepted. In the event that Tenant fails to timely request that Landlord notify it whether or not the Tenant shall have the obligation to remove the proposed Alteration upon the expiration or earlier termination of the Lease Term, (c) Alterations which do not require a building permit, and (d) merely cosmetic work (Landlord may make such as painting and carpeting)determination at the end of the Lease Term. The construction of the initial improvements to the Premises shall be governed by the terms of the Tenant Work Letter and not the terms of this Article 8. Notwithstanding the foregoing, Tenant shall be permitted to make alterations to the Premises throughout the Lease Term which (i) do not affect the Base Building (including, without limitation, any structural elements of the Building) and (ii) do not affect any Base Building systems (including, without limitation, any mechanical, plumbing, electrical or HVAC systems serving the Building), and (iii) are not visible from the exterior of the Premises, and (iv) do not require a building permit or other governmental approvals, without Landlord’s prior written consent (hereinafter, “Tenant’s Alterations”), in accordance with the terms and provisions of Section 8.6, below.

Landlord’s Consent to Alterations. Tenant shall have the right, without Landlord’s consent but upon twenty (20) days prior notice to Landlord, to make strictly cosmetic, non-structural additions and alterations (“Cosmetic Alterations”) to the Premises that do not (i) involve the expenditure of more than $10,000.00 in the aggregate, (ii) affect the exterior appearance of the Building, or (iii) affect the structural portions of the Building, including the foundation, floor/ceiling slabs, roof, curtain wall, exterior glass and mullions, columns, beams, shafts (including elevator shafts), stairs, Project parking facility, stairwells, elevator cabs, plazas, art work, sculptures, washrooms, Building mechanical, electrical and telephone closets, and all Common Areas and public areas (collectively, “Building Structure”) or the Building mechanical, electrical, life safety, plumbing, sprinkler systems and HVAC systems which were not constructed by or for the benefit of Tenant (collectively, the “Building Systems”). Except in connection with Cosmetic Alterations, Tenant may not make any improvements, alterations, additions or changes to the Premises (collectively, the “Alterations”) without first procuring the prior written consent of Landlord to such Alterations, which consent shall be requested by Tenant not less than fifteen ten (1510) business days prior to the commencement thereof, and which consent shall not be unreasonably withheld, conditioned or delayed withheld by Landlord; provided, however. At the time of such consent, Landlord may withhold its consent in its sole and absolute discretion with respect to any shall designate those Alterations which may adversely affect Tenant must remove at the structural components termination or expiration of the Building or the Systems and Lease Term, except that all Telco Equipment (as such term is defined in more than a de minimis manner (e.g., the mere tying into Systems shall not be subject Section 23.3 hereof) installed by Tenant pursuant to the sole discretion standard) or which can be seen from outside the Building. Tenant shall pay (i) for Alterations performed by Tenant, Landlord’s reasonable third-party costs incurred in connection with reviewing such Alterations, and (ii) for Alterations for which Tenant has engaged Landlord to supervise and Landlord’s contractors to perform, a supervision fee of two and one-half percent (2.5%) of the total cost of such Alteration (for the avoidance of doubt, the foregoing supervisory fee shall not be due or payable in connection with the Tenant Improvements and the Vivarium improvements and no supervisory fee Section 23.3 hereof shall be due removed by Tenant at the expiration or payable in connection with any capital improvements performed by Landlord). Notwithstanding the foregoing, no Landlord approval shall be required (provided advance notice shall be provided to Landlord) for (a) installation, removal or realignment termination of furniture systems not involving any modifications to the structure or connections (other than by ordinary plugs or jacks) to the Systems, (b) Alterations which could not reasonably be expected to affect the structural components of the Building or the Systems and Equipment and which cost less than $150,000 for any one (1) job and no more than $300,000 in the aggregate in any calendar year during the Lease Term (excluding any costs for painting, carpeting, and similar purely cosmetic work), (c) unless Landlord otherwise permits Tenant to allow such Alterations which do not require a building permit, and (d) merely cosmetic work (such as painting and carpeting). The construction of the initial improvements to the Premises shall be governed by the terms of the Tenant Work Letter and not the terms of this Article 8remain.

Landlord’s Consent to Alterations. Tenant may not make any improvements, alterations, additions or changes to the Premises, the Building or any mechanical, plumbing or HVAC facilities or systems pertaining to the Premises or the Building (collectively, the “"Alterations”") without first procuring the prior written consent of Landlord to such Alterations, which consent shall be requested by Tenant not less than fifteen thirty (1530) days prior to the commencement thereof, and which consent shall be granted or denied within thirty (30) days after such written request and shall not be unreasonably withheld, conditioned or delayed by Landlord; provided, however, provided it shall be deemed reasonable for Landlord may to withhold its consent in its sole and absolute discretion with respect to any Alterations Alteration which may adversely affect affects the structural components Base Building or is visible from the exterior of the Building or the Systems and Equipment in more than (a de minimis manner (e.g., the mere tying into Systems shall not be subject to the sole discretion standard) or which can be seen from outside the Building. Tenant shall pay (i) for Alterations performed by Tenant, Landlord’s reasonable third-party costs incurred in connection with reviewing such Alterations, and (ii) for Alterations for which Tenant has engaged Landlord to supervise and Landlord’s contractors to perform, a supervision fee of two and one-half percent (2.5%) of the total cost of such Alteration (for the avoidance of doubt, the foregoing supervisory fee shall not be due or payable in connection with the Tenant Improvements and the Vivarium improvements and no supervisory fee shall be due or payable in connection with any capital improvements performed by Landlord“Major Alteration”). Notwithstanding the foregoing, no Landlord approval Tenant shall be required permitted to make Alterations (provided advance including removal and rearrangement of Alterations) following ten (10) business days' notice shall be provided to Landlord) for , but without Landlord's prior consent, which (a) installation, removal or realignment of furniture systems are not involving any modifications to the structure or connections (other than by ordinary plugs or jacks) to the SystemsMajor Alterations, (bii) Alterations which could not reasonably be expected to affect the structural components of the Building or the Systems and Equipment and which cost less than $150,000 for any one (1) job and no more than $300,000 in the aggregate in any calendar year during the Lease Term (excluding any costs for painting, carpeting, and similar purely cosmetic work), (c) Alterations which do not require a building permit, and (diii) merely cosmetic work are reasonably estimated (together with any other Alterations performed without Landlord’s consent pursuant to this sentence during the 12-month period ending on the date of such as painting and carpetingnotice) to cost less than $[***] (“Permitted Alterations”). The construction of Tenant may, at the initial improvements time Tenant requests Landlord's consent to the Premises shall be governed by the terms of the Tenant Work Letter and not the terms of any Alterations pursuant to this Article 8, or prior to the commencement of any Permitted Alterations, request that Landlord indicate if Landlord shall require Tenant to remove such Alterations at the end of the Lease Term (and Landlord's failure to respond to such request shall be deemed Landlord's election to require such removal). If Landlord responds to such request and indicates in writing that any such Alterations do not need to be removed at the end of the Lease Term, such Alterations shall be referred to herein as the "Non-Removable Alterations". The term Alterations as used herein shall expressly include the installation of one or more quick charge stations for electric vehicles in the Building Parking Area (as defined in Article 28 below).

Landlord’s Consent to Alterations. Tenant may not make any improvements, alterations, additions or changes to the Premises or any mechanical, plumbing or HVAC facilities or systems pertaining to the Premises (collectively, the “"Alterations”") without first procuring the prior written consent of Landlord to such Alterations, which consent shall be requested by Tenant not less than fifteen thirty (1530) days prior to the commencement thereof, and which consent shall not be unreasonably withheld, conditioned or delayed withheld by Landlord; provided, however, provided it shall be deemed reasonable for Landlord may to withhold its consent in its sole and absolute discretion with respect to any Alterations Alteration which may adversely affect affects the structural components portions or the systems or equipment of the Building or is visible from the Systems and Equipment in more than a de minimis manner (e.g., the mere tying into Systems shall not be subject to the sole discretion standard) or which can be seen from outside exterior of the Building. Tenant shall pay (i) for Alterations performed by Tenant, Landlord’s reasonable third-party costs incurred in connection with reviewing such Alterations, and (ii) for Alterations for which Tenant has engaged Landlord to supervise and Landlord’s contractors to perform, a supervision fee of two and one-half percent (2.5%) of the total cost of such Alteration (for the avoidance of doubt, the foregoing supervisory fee shall not be due or payable in connection with the Tenant Improvements and the Vivarium improvements and no supervisory fee shall be due or payable in connection with any capital improvements performed by Landlord). Notwithstanding the foregoing, no Landlord approval shall be required (provided advance notice shall be provided to Landlord) for (a) installation, removal or realignment of furniture systems not involving any modifications to the structure or connections (other than by ordinary plugs or jacks) to the Systems, (b) Alterations which could not reasonably be expected to affect the structural components of the Building or the Systems and Equipment and which cost less than $150,000 for any one (1) job and no more than $300,000 in the aggregate in any calendar year during the Lease Term (excluding any costs for painting, carpeting, and similar purely cosmetic work), (c) Alterations which do not require a building permit, and (d) merely cosmetic work (such as painting and carpeting). The construction of the initial improvements to the Premises shall be governed by the terms of the Tenant Work Letter and not the terms of this Article 8. Notwithstanding the foregoing, Tenant may make non- structural changes to the Premises (such non-structural changes to be referred to hereafter collectively as the "Acceptable Changes") without Landlord's prior consent provided (i) Tenant delivers to Landlord written notice of such Acceptable Changes at least fifteen (15) days prior to the commencement thereof, (ii) such Acceptable Changes will not involve the expenditure of more than $20,000.00 in the aggregate during any consecutive 12-month period, (iii) such Acceptable Changes do not affect the exterior appearance of the Building or Common Areas, the structural aspects of the Building, or the Building systems and equipment of the Premises or Building, and (iv) Tenant obtains and delivers to Landlord prior to commencement of construction of such Acceptable Changes, all permits and approvals required by any local, state or federal authorities for such Acceptable Changes.

Landlord’s Consent to Alterations. Tenant may not make any improvements, alterations, additions or changes to the Premises or any mechanical, plumbing or HVAC facilities or systems pertaining to the Premises (collectively, the “Alterations”) without first procuring the prior written consent of Landlord to such Alterations, which consent shall be requested by Tenant not less than fifteen (15) days prior to the commencement thereof, and which consent shall not be unreasonably withheld, conditioned or delayed by Landlord; provided, however, provided it shall be deemed reasonable for Landlord may to withhold its consent in its sole and absolute discretion with respect to any Alterations Alteration which may adversely affect affects the structural components portions or the Building Systems or is visible from the exterior of the Building or the Systems and Equipment in more than a de minimis manner (e.g., the mere tying into Systems shall not be subject to the sole discretion standard) or which can be seen from outside the Building. Tenant shall pay (i) for Alterations performed by Tenant, Landlord’s reasonable third-party costs incurred in connection with reviewing such Alterations, and (ii) for Alterations for which Tenant has engaged Landlord to supervise and Landlord’s contractors to perform, a supervision fee of two and one-half percent (2.5%) of the total cost of such Alteration (for the avoidance of doubt, the foregoing supervisory fee shall not be due or payable in connection with the Tenant Improvements and the Vivarium improvements and no supervisory fee shall be due or payable in connection with any capital improvements performed by Landlord). Notwithstanding the foregoing, no Landlord approval shall be required (provided advance notice shall be provided to Landlord) for (a) installation, removal or realignment of furniture systems not involving any modifications to the structure or connections (other than by ordinary plugs or jacks) to the Systems, (b) Alterations which could not reasonably be expected to affect the structural components of the Building or the Systems and Equipment and which cost less than $150,000 for any one (1) job and no more than $300,000 in the aggregate in any calendar year during the Lease Term (excluding any costs for painting, carpeting, and similar purely cosmetic work), (c) Alterations which do not require a building permit, and (d) merely cosmetic work (such as painting and carpeting). The construction of the initial improvements to the Premises shall be governed by the terms of the Tenant Work Letter and not the terms of this Article 8. Notwithstanding the foregoing, Tenant shall be permitted, not more often than once per calendar year, to make Alterations without Landlord’s prior consent, to the extent that such Alterations (i) do not, in the aggregate, exceed a cost of $25,000.00 per Alteration, (ii) do not affect the Building Systems or Building Structure, (iii) do not affect the exterior appearance of the Building, and (iv) do not require the issuance of any permits, approvals or other documents by any governmental agency; provided, however, that the Tenant shall first give ten (10) business days’ prior written notice to the Landlord specifying the proposed Alterations, the commencement and approximate completion dates thereof, and in any event any such Alterations by Tenant shall be made in accordance with all Applicable Laws and in a good and first-class, workmanlike manner and in accordance with this Lease.

Landlord’s Consent to Alterations. Tenant may not make any improvements, alterations, additions or changes to the Premises or any electrical, mechanical, plumbing or HVAC facilities or systems pertaining to the Premises (collectively, the “Alterations”) without first procuring the prior written consent of Landlord to such Alterations, which consent shall be requested by Tenant not less than fifteen thirty (1530) days prior to the commencement thereof, and which consent shall not be unreasonably withheld, conditioned or delayed withheld by Landlord; provided, however, provided it shall be deemed reasonable for Landlord may to withhold its consent in its sole and absolute discretion with respect to any Alterations Alteration which may adversely affect affects the structural components portions or the systems or equipment of the Building or is visible from the Systems exterior of the Building. If Tenant requests Landlord’s approval for any proposed Alterations pursuant to this Article 8, Landlord shall respond, in writing, stating whether the Alterations are approved or disapproved, and Equipment in more than a de minimis manner (e.g.if disapproved, the mere tying into Systems grounds for such disapproval, within five (5) business days after receipt of Tenant’s request for approval of the proposed Alterations; Landlord’s response shall not be in writing and, if Landlord withholds its consent to any Alterations described in the plans and specifications provided to Landlord concurrently with Tenant’s request for Landlord’s approval thereof, Landlord shall specify in reasonable detail in Landlord’s notice of disapproval, the basis for such disapproval, and the changes to Tenant’s plans which would be required in order to obtain Landlord’s approval. If Landlord fails to notify Tenant of Landlord’s approval or disapproval of any such plans within such five (5) business day period, Tenant shall have the right to provide Landlord with a second written request for approval (a “Second Request“) that specifically identifies the applicable plans and contains the following statement in bold and capital letters: “THIS IS A SECOND REQUEST FOR APPROVAL OF PLANS PURSUANT TO THE PROVISIONS OF SECTION 8.1 OF THE LEASE. IF LANDLORD FAILS TO RESPOND WITHIN FIVE (5) BUSINESS DAYS AFTER RECEIPT OF THIS NOTICE, THEN LANDLORD SHALL BE DEEMED TO HAVE APPROVED THE PLANS DESCRIBED HEREIN.” If Landlord fails to respond to such Second Request within five (5) business days after receipt by Landlord, the plans in question shall be deemed approved by Landlord, and Tenant may, subject to the sole discretion standardother provisions of this Article 8, commence the Alterations described in such plans. If Landlord timely delivers to Tenant notice of Landlord’s disapproval of any plans, Tenant may revise Tenant’s plans to incorporate the changes suggested by Landlord in Landlord’s notice of disapproval, and resubmit such plans to Landlord; in such event, the scope of Landlord’s review of such plans shall be limited to Tenant’s correction of the items in which Landlord had previously objected in writing. Landlord’s review and approval (or deemed approval) of such revised plans shall be governed by the provisions set forth above in this Section 8.1. The procedure set out above for approval of Tenant’s plans will also apply to any change, addition or amendment to Tenant’s plans. Notwithstanding anything in this Article 8 to the contrary, Tenant shall be permitted to make Alterations following ten (10) business days’ notice to Landlord, but without Landlord’s prior consent, to the extent that (x) such Alterations are decorative only (i.e., installation of carpeting or painting of the Premises) or which can be seen from outside the Building. Tenant shall pay (y) such Alterations (i) for Alterations performed by Tenantdo not affect the Building Structure or Building Systems, Landlord’s reasonable third-party costs incurred in connection with reviewing such Alterations, and (ii) for Alterations for which Tenant has engaged Landlord to supervise and Landlord’s contractors to perform, a supervision fee of two and one-half percent (2.5%) are not visible from the exterior of the total cost of such Alteration (for the avoidance of doubt, the foregoing supervisory fee shall not be due or payable in connection with the Tenant Improvements and the Vivarium improvements and no supervisory fee shall be due or payable in connection with any capital improvements performed by Landlord). Notwithstanding the foregoing, no Landlord approval shall be required (provided advance notice shall be provided to Landlord) for (a) installation, removal or realignment of furniture systems not involving any modifications to the structure or connections (other than by ordinary plugs or jacks) to the SystemsBuilding, (biii) Alterations which could not reasonably be expected to affect the structural components of the Building or the Systems and Equipment and which cost less than $150,000 for any one (1) job and no more than $300,000 in the aggregate in any calendar year during the Lease Term (excluding any costs for painting, carpeting, and similar purely cosmetic work), (c) Alterations which do not require a building or construction permit, and (div) merely cosmetic cost less than $250,000.00 for a particular job of work. Additionally, Tenant will have the right, without the necessity of Landlord’s prior written consent so long as the work (does not affect the Base Building in any material or adverse way, to perform any work related to Tenant’s clean 35654\12546889.9 06907\011\8493037.v6 rooms or other operational space that may be necessitated by Tenant’s obligation to comply with regulatory or industry guidelines regarding the operation of such as painting and carpeting)areas or in response to regulatory inspections or other audits, it being acknowledged by Landlord that Tenant’s obligation to continue operating within the Premises on a continuous basis requires the ability from time to time, to perform such compliance work immediately. The construction of the initial improvements to the Premises shall be governed by the terms of the Tenant Work Letter and not the terms of this Article 8.

Landlord’s Consent to Alterations. Tenant may not make any improvements, alterations, additions or changes to the Premises or any mechanical, plumbing or HVAC facilities or systems pertaining to the Premises (collectively, the “Alterations”) without first procuring the prior written consent of Landlord to such Alterations, which consent shall be requested by Tenant not less than fifteen (15) business days prior to the commencement thereof, and which consent shall not be unreasonably withheld, conditioned or delayed withheld by Landlord; provided, however, provided it shall be deemed reasonable for Landlord may to withhold its consent in its sole and absolute discretion with respect to any Alterations Alteration which may adversely affect affects the structural components portions or the systems or equipment of the Building Buildings or is visible from the Systems and Equipment in more than a de minimis manner (e.g., exterior of the mere tying into Systems shall not be subject to the sole discretion standard) or which can be seen from outside the BuildingBuildings. Tenant shall pay (i) for Alterations performed by Tenant, Landlord’s reasonable third-party costs incurred in connection with reviewing such If Landlord disapproves of any proposed Alterations, Landlord shall respond, in writing, stating the grounds for such disapproval, within ten (10) business days after receipt of Tenant’s request for approval of the proposed Alterations. If Landlord fails to respond with its approval or disapproval within ten (10) business days after receipt of Tenant’s request, then Tenant may send Landlord a reminder notice setting forth such failure containing the following sentence at the top of such notice in bold, capitalized font at least twelve (12) points in size: “LANDLORD’S FAILURE TO RESPOND TO THIS NOTICE WITHIN FIVE (5) BUSINESS DAYS SHALL RESULT IN LANDLORD’S DEEMED APPROVAL OF TENANT’S ALTERATION” (the “Reminder Notice”). Any such Reminder Notice shall include a complete copy of Tenant’s plans and specification for such Alteration. If Landlord fails to respond within five (ii5) for Alterations business days after receipt of a Reminder Notice, then Tenant’s Alteration for which Tenant has engaged Landlord to supervise and requested Landlord’s contractors to perform, a supervision fee of two and one-half percent (2.5%) of the total cost of such Alteration (for the avoidance of doubt, the foregoing supervisory fee shall not be due or payable in connection with the Tenant Improvements and the Vivarium improvements and no supervisory fee shall be due or payable in connection with any capital improvements performed by Landlord). Notwithstanding the foregoing, no Landlord approval shall be required (provided advance notice shall be provided to Landlord) for (a) installation, removal or realignment of furniture systems not involving any modifications to the structure or connections (other than by ordinary plugs or jacks) to the Systems, (b) Alterations which could not reasonably be expected to affect the structural components of the Building or the Systems and Equipment and which cost less than $150,000 for any one (1) job and no more than $300,000 in the aggregate in any calendar year during the Lease Term (excluding any costs for painting, carpeting, and similar purely cosmetic work), (c) Alterations which do not require a building permit, and (d) merely cosmetic work (such as painting and carpeting). The construction of the initial improvements to the Premises shall be governed by the terms of the Tenant Work Letter and not the terms of this Article 8.deemed approved by

Landlord’s Consent to Alterations. Tenant may not make any improvements, alterations, additions or changes to the Premises (collectively, the “"Alterations”") without first procuring the prior written consent of Landlord to such Alterations, which consent shall be requested by Tenant not less than fifteen thirty (1530) days prior to the commencement thereofthereof (except with respect to Alterations to be made at the commencement of this Lease), and which consent shall not be unreasonably withheld, conditioned or delayed withheld by Landlord; provided, however, Landlord may withhold its consent in its sole and absolute discretion with respect to any Alterations which may adversely affect the structural components of the Building or the Systems and Equipment in more than a de minimis manner (e.g., the mere tying into Systems shall not be subject to the sole discretion standard) or which can be seen from outside the Building. Tenant shall pay (i) for Alterations performed by Tenant, Landlord’s reasonable third-party costs incurred in connection with reviewing such Alterations, and (ii) for Alterations for which Tenant has engaged Landlord to supervise and Landlord’s contractors to perform, a supervision fee of two and one-half percent (2.5%) of the total cost of such Alteration (for the avoidance of doubt, the foregoing supervisory fee shall not be due or payable in connection with the Tenant Improvements and the Vivarium improvements and no supervisory fee shall be due or payable in connection with any capital improvements performed by Landlord). Notwithstanding the foregoing, no Landlord approval shall be required (provided advance notice shall be provided to Landlord) for (a) installation, removal or realignment of furniture systems not involving any modifications to the structure or connections (other than by ordinary plugs or jacks) to the Systems, (b) Alterations which could not reasonably be expected to affect the structural components of the Building or the Systems and Equipment and which cost less than $150,000 for any one (1) job and no more than $300,000 in the aggregate in any calendar year during the Lease Term (excluding any costs for painting, carpeting, and similar purely cosmetic work), (c) Alterations which do not require a building permit, and (d) merely cosmetic work (such as painting and carpeting). The construction of the initial improvements to the Premises shall also be governed by the terms of this ARTICLE 8. Notwithstanding anything in the Tenant Work Letter and not foregoing to the terms contrary, with respect to the initial improvements to the Premises, subject to the remaining provisions of this Article 8, Landlord hereby consents to Tenant's removal, at Tenant's sole cost and expense, of an existing wall dividing two (2) rooms within the Premises, as shown on Exhibit F attached hereto, and Tenant shall not be required to restore such wall upon the expiration or earlier termination of this Lease. In addition, Tenant shall be permitted to recarpet the Premises and to repaint the walls of the Premises, provided, however, Landlord shall reimburse Tenant for the cost of repainting the Premises in an amount not to exceed $7,500.00, upon Tenant's delivery to Landlord of (i) invoices marked as having been paid for work performed and materials delivered in connection with such work, and (ii) properly executed unconditional mechanic's lien releases in compliance with both California Civil Code Section 3262(d)(2) and either Section 3262(d)(3) or Section 3262(d)(4).

Landlord’s Consent to Alterations. Tenant may not may, without the need to obtain the consent or approval of Landlord, make any improvements, alterations, additions or changes to the Premises (collectively, the “"Alterations”") desired by Tenant which do not create a Design Problem, and which do not result in an expenditure by Tenant for Alterations in excess of $300,000, cumulatively, for any six (6) month period of the Lease Term, by providing Landlord with written notice not less than ten (10) business days prior to the commencement thereof. For purposes of this Lease, "Design Problem" shall mean any alteration, repair, modification, or improvement by Tenant which (a) materially and adversely affects the Building Systems or Building Structure, including the structural skeleton of the Building described in Section 7.2, (b) is not in compliance with applicable laws, (c) affects the exterior appearance of the Building or (d) will materially decrease the value of the Building or materially diminish the ability of Landlord to relet the Premises. Tenant may not make any Alteration which would create a Design Problem or which exceeds such $300,000 in six (6) month limitation (collectively, "Consent Alterations"), without first procuring the prior written consent of Landlord to such Alterations, which consent shall be requested by Tenant not less than fifteen ten (1510) business days prior to the commencement thereof, and which consent shall not be unreasonably withheld, conditioned withheld or delayed by Landlord; providedLandlord and shall state whether the Consent Alterations must be removed on termination of the Lease. In the event Tenant proposes to make a Consent Alteration, however, Tenant's notice regarding the proposed Alteration shall include a set of the field-grade plans and specifications for the Consent Alterations. Landlord may shall grant or withhold its consent in its sole and absolute discretion to any Consent Alterations within ten (10) business days of receipt of Tenant's notice; Landlord's failure to respond within three (3) business days of a second notice given after such ten (10) business day period shall be deemed to evidence Landlord's approval with respect to any Alterations which may adversely affect the structural components of the Building or the Systems and Equipment in more than a de minimis manner (e.g., the mere tying into Systems shall not be subject to the sole discretion standard) or which can be seen from outside the Building. Tenant shall pay (i) for Alterations performed by Tenant, Landlord’s reasonable third-party costs incurred in connection with reviewing such Alterations, and (ii) for Alterations for which Tenant has engaged Landlord to supervise and Landlord’s contractors to perform, a supervision fee of two and one-half percent (2.5%) of the total cost of such Alteration (for the avoidance of doubt, the foregoing supervisory fee shall not be due or payable in connection with the Tenant Improvements and the Vivarium improvements and no supervisory fee shall be due or payable in connection with any capital improvements performed by Landlord). Notwithstanding the foregoing, no Landlord approval shall be required (provided advance notice shall be provided to Landlord) for (a) installation, removal or realignment of furniture systems not involving any modifications to the structure or connections (other than by ordinary plugs or jacks) to the Systems, (b) Alterations which could not reasonably be expected to affect the structural components of the Building or the Systems and Equipment and which cost less than $150,000 for any one (1) job and no more than $300,000 in the aggregate in any calendar year during the Lease Term (excluding any costs for painting, carpeting, and similar purely cosmetic work), (c) Alterations which do not require a building permit, and (d) merely cosmetic work (such as painting and carpeting)same. The construction of the initial improvements to the Premises Tenant Improvements shall be governed by the terms of the Tenant Work Letter and Letter, not by the terms of this Article 8Section 8.2. Tenant shall pay for all of Landlord's reasonable, competitive out-of-pocket costs incurred in the evaluation of the plans and specifications, including, but not limited to, Landlord's general contractor's, architect's and engineer's fees. Minor change orders to Alterations shall not require Landlord's consent thereto.

Landlord’s Consent to Alterations. Tenant may not make any improvements, alterations, additions or changes to the Premises or any mechanical, plumbing or HVAC facilities or systems pertaining to the Premises (collectively, the “Alterations”) without first procuring the prior written consent of Landlord to such Alterations, which consent shall be requested by Tenant not less than fifteen (15) business days prior to the commencement thereof, and which consent shall not be unreasonably withheld, conditioned or delayed by Landlord; provided, however, provided it shall be deemed reasonable for Landlord may to withhold its consent in its sole and absolute discretion with respect to any Alterations Alteration which may adversely affect affects the structural components portions or the systems or equipment of the Building or is visible from the Systems and Equipment in more than a de minimis manner (e.g., the mere tying into Systems shall not be subject to the sole discretion standard) or which can be seen from outside exterior of the Building. Tenant shall pay (i) for Alterations performed by Tenant, Landlord’s reasonable third-party costs incurred in connection with reviewing such If Landlord reasonably disapproves of any proposed Alterations, and Landlord shall respond, in writing, stating the grounds for such disapproval, within fifteen (ii15) business days after receipt of Tenant’s request for Alterations approval of the proposed Alterations. If Landlord fails to respond with its approval or disapproval within fifteen (15) business days after receipt of Tenant’s request, then Tenant may send Landlord a reminder notice setting forth such failure containing the following sentence at the top of such notice in bold, capitalized font at least twelve (12) points in size: “LANDLORD’S FAILURE TO RESPOND TO THIS NOTICE WITHIN FIVE (5) BUSINESS DAYS SHALL RESULT IN LANDLORD’S DEEMED APPROVAL OF TENANT’S ALTERATION” (the “Reminder Notice”). If Landlord fails to respond within five (5) business days after receipt of a Reminder Notice, then Tenant’s Alteration for which Tenant has engaged Landlord to supervise and requested Landlord’s contractors to perform, a supervision fee of two and one-half percent (2.5%) of the total cost of such Alteration (for the avoidance of doubt, the foregoing supervisory fee shall not be due or payable in connection with the Tenant Improvements and the Vivarium improvements and no supervisory fee approval shall be due or payable in connection with any capital improvements performed deemed approved by Landlord). Notwithstanding the foregoing, no Landlord approval Tenant shall be required permitted to make Alterations following ten (provided advance 10) business days’ notice shall be provided to Landlord) for (a) installation, removal or realignment of furniture systems not involving any modifications but without Landlord’s prior consent, to the structure extent that such Alterations (i) do not affect the Building systems or connections equipment (other than by ordinary plugs minor changes such as adding or jacks) to the Systemsrelocating electrical outlets and thermostats), (bii) Alterations which could are not reasonably be expected to affect visible from the structural components exterior of the Building or the Systems Building, and Equipment and which (iii) cost less than $150,000 100,000.00 for any one (1) a particular job and no more than $300,000 in the aggregate in any calendar year during the Lease Term (excluding any costs for painting, carpeting, and similar purely cosmetic work), (c) Alterations which do not require a building permit, and (d) merely cosmetic of work (such as painting and carpeting“Permitted Alterations”). The construction of the initial improvements Tenant Improvements to the Premises shall be governed by the terms of the Tenant Work Letter and not the terms of this Article 8.

Landlord’s Consent to Alterations. Tenant may not make any improvements, alterations, additions or changes to the Premises or any mechanical, plumbing or HVAC facilities or systems pertaining to the Premises (collectively, the “"Alterations”") without first procuring the prior written consent of Landlord to such Alterations, which consent shall be requested by Tenant not less than fifteen (15) days prior to the commencement thereof, and which consent shall not be unreasonably withheld, conditioned or delayed withheld by Landlord; provided, however, provided it shall be deemed reasonable for Landlord may to withhold its consent in its sole and absolute discretion with respect to any Alterations Alteration which may adversely affect the structural components of affects the Building Structure portions or the Building Systems and Equipment in more than a de minimis manner (e.g., or is visible from the mere tying into Systems shall not be subject to the sole discretion standard) or which can be seen from outside exterior of the Building. Tenant shall pay (i) for Alterations performed by Tenant, Landlord’s reasonable third-party costs incurred in connection with reviewing such If Landlord disapproves of any proposed Alterations, Landlord shall respond, in writing, stating the grounds for such disapproval, within ten (10) business days after receipt of Tenant’s request for approval of the proposed Alterations. If Landlord fails to respond with its approval or disapproval within ten (10) business days after receipt of Tenant’s request, then Tenant may send Landlord a reminder notice setting forth such failure containing the following sentence at the top of such notice in bold, capitalized font at least twelve (12) points in size: "LANDLORD'S FAILURE TO RESPOND TO THIS NOTICE WITHIN FIVE (5) BUSINESS DAYS SHALL RESULT IN LANDLORD'S DEEMED APPROVAL OF TENANT'S ALTERATION" (the "Reminder Notice"). Any such Reminder Notice shall include a complete copy of Tenant's plans and specification for such Alteration. If Landlord fails to respond within five (ii5) for Alterations business days after receipt of a Reminder Notice, then Tenant’s Alteration for which Tenant has engaged Landlord to supervise and requested Landlord’s contractors to perform, a supervision fee of two and one-half percent (2.5%) of the total cost of such Alteration (for the avoidance of doubt, the foregoing supervisory fee shall not be due or payable in connection with the Tenant Improvements and the Vivarium improvements and no supervisory fee 's approval shall be due or payable in connection with any capital improvements performed deemed approved by Landlord). Notwithstanding the foregoing, no Landlord approval Tenant shall be required permitted to make Alterations following ten (provided advance 10) business days’ notice shall be provided to Landlord) for (a) installation, removal or realignment of furniture systems not involving any modifications but without Landlord's prior consent, to the structure or connections extent that such Alterations do not (other than by ordinary plugs or jacksi) to the Systems, (b) Alterations which could not reasonably be expected to adversely affect the structural components Building System or Building Structure, or effect the exterior appearance of the Building Building, or the Systems (ii) cost more than One Hundred Fifty Thousand and Equipment and which cost less than 00/100 Dollars ($150,000 for 150,000.00) per floor in any one (1) job and no more than $300,000 in the aggregate in any calendar year during (the Lease Term (excluding any costs for painting, carpeting, and similar purely cosmetic work), (c) Alterations which do not require a building permit, and (d) merely cosmetic work (such as painting and carpeting"Cosmetic Alterations"). The construction of the initial improvements to the Premises Premises, the Must-Take Space and any First Offer Space shall be governed by the terms of the Tenant Work Letter and not the terms of this Article 8.

Landlord’s Consent to Alterations. Tenant may not make any improvements, alterations, additions or changes (individually, an "Alteration"; collectively, the "Alterations") to the Premises (collectivelyor to any mechanical, plumbing or HVAC facilities or systems pertaining to the “Alterations”) Premises without first procuring the prior written consent of Landlord to such Alterations, which consent shall be requested by Tenant not less than fifteen (15) days prior to the commencement thereof, and which consent shall not be unreasonably withheld, conditioned or delayed withheld by Landlord; provided, however, provided it shall be deemed reasonable for Landlord may to withhold its consent in to any Alteration which adversely affects the structural portions or the systems or equipment of the Building or is visible from the exterior of the Building. Notwithstanding the foregoing to the contrary, Tenant may, at its sole cost and absolute discretion with respect expense and without Landlord's written consent, perform interior, non-structural alterations or additions to any Alterations which may adversely the Premises provided such alterations or additions do not affect the structural components of the Building or Base Building systems and equipment or require any permit or roof penetrations and the Systems and Equipment cost of which does not exceed $60,000 in more than the aggregate over a de minimis manner 12 month period (e.g., the mere tying into Systems shall not be subject to the sole discretion standard) or which can be seen from outside the Building"Permitted Alterations"). Tenant shall pay first notify Landlord at least fifteen (i15) for S:\PFG\Castlight Health Lease\Lease_RV11.docx: 5/6/15 days prior to commencing any Permitted Alterations performed by Tenant, Landlord’s reasonable thirdso that Landlord may post a Notice of Non-party costs incurred in connection with reviewing such Alterations, and (ii) for Alterations for which Tenant has engaged Landlord to supervise and Landlord’s contractors to perform, a supervision fee of two and one-half percent (2.5%) of Responsibility on the total cost of such Alteration (for the avoidance of doubt, the foregoing supervisory fee shall not be due or payable in connection with the Tenant Improvements and the Vivarium improvements and no supervisory fee shall be due or payable in connection with any capital improvements performed by Landlord). Notwithstanding the foregoing, no Landlord approval shall be required (provided advance notice shall be provided to Landlord) for (a) installation, removal or realignment of furniture systems not involving any modifications to the structure or connections (other than by ordinary plugs or jacks) to the Systems, (b) Alterations which could not reasonably be expected to affect the structural components of the Building or the Systems and Equipment and which cost less than $150,000 for any one (1) job and no more than $300,000 in the aggregate in any calendar year during the Lease Term (excluding any costs for painting, carpeting, and similar purely cosmetic work), (c) Alterations which do not require a building permit, and (d) merely cosmetic work (such as painting and carpeting)Premises. The construction of the initial improvements to the Premises shall be governed by the terms of the Tenant Work Letter and not the terms of this Article 8.

Landlord’s Consent to Alterations. Tenant may not make any improvements, alterations, additions or changes to the Premises or any mechanical, plumbing or HVAC facilities or systems pertaining to the Premises (collectively, the “"Alterations”") without first submitting plans and specifications of the proposed Alterations to, and procuring the prior written consent of of, Landlord to such Alterations, which consent shall be requested in writing by Tenant not less than fifteen thirty (1530) days prior to the commencement thereof, and which consent shall not be unreasonably withheld, conditioned or delayed withheld by Landlord; provided, however, provided it shall be deemed reasonable for Landlord may to withhold its consent in its sole and absolute discretion with respect to any Alterations Alteration which may adversely affect affects the structural components portions or the systems or equipment of the Building or is visible from the Systems exterior of the Building (collectively, other than as expressly contemplated in Sections 29.38 and Equipment in more than a de minimis manner (e.g.29.39, the mere tying into Systems "Major Alterations"). Landlord shall not provide its approval or reasonable disapproval of any plans and specifications for any Alterations submitted to Landlord or request any additional information reasonably deemed necessary by Landlord within ten (10) business days after such plans and specifications are so submitted to Landlord; if Landlord disapproves of such plans and specifications then Landlord shall detail in writing its reasons for such disapproval. If Landlord fails to approve or reasonably disapprove of any plans or specifications for any Alterations within such 10-day period, then Tenant may resubmit such plans and specifications to Landlord and, if Landlord fails to approve or disapprove such re-submitted plans and specifications within five (5) days after such re-submission then Landlord shall be subject deemed to the sole discretion standard) or which can be seen from outside the Building. Tenant shall pay (i) for Alterations performed by Tenant, Landlord’s reasonable third-party costs incurred in connection with reviewing such Alterations, and (ii) for Alterations for which Tenant has engaged Landlord to supervise and Landlord’s contractors to perform, a supervision fee of two and one-half percent (2.5%) have approved of the total cost of such Alteration (for the avoidance of doubt, the foregoing supervisory fee shall not be due or payable in connection with the Tenant Improvements and the Vivarium improvements and no supervisory fee shall be due or payable in connection with any capital improvements performed by Landlord)same. Notwithstanding the foregoing, no Landlord approval Landlord's consent shall not be required (provided advance notice shall be provided with respect to Landlord) for (a) installation, removal or realignment of furniture systems not involving any modifications interior Alterations to the structure or connections Premises which (other than by ordinary plugs or jacksi) to the Systemsare not Major Alterations, (bii) Alterations which could not reasonably be expected to affect the structural components of the Building or the Systems and Equipment and which cost less than Five Dollars ($150,000 for any one (15.00) job and no more than $300,000 in per rentable square foot of the aggregate Premises in any calendar year during twelve (12) month period (provided that such cap shall exclude the Lease Term (excluding cost of repainting or re-carpeting the Premises or any costs for painting, carpeting, and similar purely cosmetic workportion thereof), (c) Alterations which do not require a building permit, and (diii) merely cosmetic do not materially and adversely affect the value of the Premises or Buildings as determined by Landlord in its commercially reasonable discretion, as long as (A) Tenant delivers to Landlord notice and a copy of any final plans, specifications and working drawings for any such Alterations at least ten (10) days prior to commencement of the work thereof, and (such as painting B) the other conditions of this Article 8 are satisfied, including, without limitation, conforming to Landlord's rules, regulations, and carpeting)insurance requirements which govern contractors. The Except for Section 8.5 and Section 8.6, below, the construction of the initial improvements to the Premises shall be governed by the terms of the Tenant Work Letter attached hereto as Exhibit B, and not the terms of this Article 8.

Landlord’s Consent to Alterations. Tenant may not make any improvements, alterations, additions or changes to the Premises or any changes involving or affecting the Base Building mechanical, plumbing or HVAC facilities or systems pertaining to the Premises (collectively, the “Alterations”) without first procuring the prior written consent of Landlord to such Alterations, which consent shall be requested by Tenant not less than fifteen thirty (1530) days prior to the commencement thereof, and which consent shall not be unreasonably withheld, conditioned or delayed withheld by Landlord; provided, however, provided Landlord may withhold its consent in its sole and absolute discretion with respect to any Alterations Alteration which may adversely affect involves or affects the structural components portions or the Base Building systems or equipment of the Building or is visible from the Systems and Equipment in more than a de minimis manner (e.g., the mere tying into Systems shall not be subject to the sole discretion standard) or which can be seen from outside exterior of the Building. Tenant shall pay (i) for Alterations performed by Tenant, Landlord’s reasonable third-party costs incurred in connection with reviewing such Alterations, and (ii) for Alterations for which Tenant has engaged Landlord reserves the right to supervise and Landlord’s contractors to perform, a supervision fee of two and one-half percent (2.5%) of the total cost of such Alteration (for the avoidance of doubt, the foregoing supervisory fee shall not be due or payable in connection with the Tenant Improvements and the Vivarium improvements and no supervisory fee shall be due or payable in connection with any capital improvements performed by Landlord). Notwithstanding the foregoing, no Landlord approval shall be required (provided advance notice shall be provided to Landlord) for (a) installation, removal or realignment of furniture systems not involving any modifications to the structure or connections (other than by ordinary plugs or jacks) to the Systems, (b) Alterations which could not reasonably be expected to affect the structural components of change the Building Standard specifications or the Systems and Equipment and which cost less than $150,000 for any one (1) job and no more than $300,000 in the aggregate in any calendar year during the Lease Term (excluding any costs for painting, carpeting, and substitute specifications of substantially similar purely cosmetic work), (c) Alterations which do not require a building permit, and (d) merely cosmetic work (such as painting and carpeting)quality from time to time. The construction of the initial improvements to the Premises shall be governed by the terms of the Tenant Work Letter and not the terms of this Article 8. Notwithstanding anything to the contrary set forth herein, Tenant shall have the right to make interior, non-structural alterations not affecting the Building’s mechanical, electrical, life safety, utility or telecommunications systems and costing not more than Fifty Thousand Dollars ($50,000.00) in the aggregate in any calendar year without Landlord’s prior consent but only after at least ten (10) days’ prior written notice thereof shall have been given to Landlord in each instance, and subject to Tenant providing Landlord upon request with updated plans for the Premises if any have been prepared in connection with the applicable work. Tenant shall have no requirement to remove the initial Tenant Improvements at the expiration of the Lease Term except to the extent provided in Section 29.31 of this Lease.

Landlord’s Consent to Alterations. Tenant may not make any improvements, alterations, additions or changes to the Premises or any mechanical, plumbing or HVAC facilities or systems pertaining to the Premises (collectively, the “Alterations”"ALTERATIONS") without first procuring the prior written consent of Landlord to such Alterations, which consent shall be requested by Tenant not less than fifteen ten (1510) business days prior to the commencement thereof, and which consent shall not be unreasonably withheld, conditioned or delayed withheld by Landlord; provided, however, provided it shall be deemed reasonable for Landlord may to withhold its consent in its sole and absolute discretion with respect to any Alterations Alteration which may adversely affect affects the structural components portions or the systems or equipment of the Building or is visible from the Systems and Equipment in more than a de minimis manner (e.g., the mere tying into Systems shall not be subject to the sole discretion standard) or which can be seen from outside exterior of the Building. Tenant shall pay (i) for Alterations performed by Tenant, Landlord’s reasonable third-party costs incurred in connection with reviewing such Alterations, and (ii) for Alterations for which Tenant has engaged Landlord to supervise and Landlord’s contractors to perform, a supervision fee of two and one-half percent (2.5%) of the total cost of such Alteration (for the avoidance of doubt, the foregoing supervisory fee shall not be due or payable in connection with the Tenant Improvements and the Vivarium improvements and no supervisory fee shall be due or payable in connection with any capital improvements performed by Landlord). Notwithstanding the foregoing, no Landlord approval shall be required (provided advance notice shall be provided to Landlord) for (a) installation, removal or realignment of furniture systems not involving any modifications to the structure or connections (other than by ordinary plugs or jacks) to the Systems, (b) Alterations which could not reasonably be expected to affect the structural components of the Building or the Systems and Equipment and which cost less than $150,000 for any one (1) job and no more than $300,000 in the aggregate in any calendar year during the Lease Term (excluding any costs for painting, carpeting, and similar purely cosmetic work), (c) Alterations which do not require a building permit, and (d) merely cosmetic work (such as painting and carpeting). The construction of the initial improvements to the Premises shall be governed by the terms of the Tenant Work Letter and not the terms of this Article 8. Notwithstanding anything to the contrary contained herein, Tenant may make strictly cosmetic changes to the finish work in the Premises (the "COSMETIC ALTERATIONS"), without Landlord's consent, provided that the aggregate cost of any such alterations does not exceed $100,000 in any twelve (12) month period, and further provided that such alterations do not (i) require any structural or other substantial modifications to the Premises, (ii) require any changes to, nor adversely affect, the systems and equipment of the Building, or (iii) affect the exterior appearance of the Building. Tenant shall give Landlord at least fifteen (15) days prior notice of such Cosmetic Alterations, which notice shall be accompanied by reasonably adequate evidence that such changes meet the criteria contained in this Section 8.1.

Landlord’s Consent to Alterations. Tenant may not make any improvements, alterations, additions or changes to the Premises (collectively, the “"Alterations”") without first procuring the prior written consent of Landlord to such Alterations, which consent shall be requested by Tenant not less than fifteen thirty (1530) days prior to the commencement thereof, and which consent shall not be unreasonably withheld, conditioned or delayed withheld by Landlord; provided, however, Landlord may withhold its consent in its sole and absolute discretion with respect to any Alterations which may adversely affect the structural components of the Building or the Systems and Equipment in more than a de minimis manner (e.g., the mere tying into Systems shall not be subject to the sole discretion standard) or which can be seen from outside the Building. Tenant shall pay (i) for Alterations performed by Tenant, Landlord’s reasonable third-party costs incurred in connection with reviewing such Alterations, and (ii) for Alterations for which Tenant has engaged Landlord to supervise and Landlord’s contractors to perform, a supervision fee of two and one-half percent (2.5%) of the total cost of such Alteration (for the avoidance of doubt, the foregoing supervisory fee shall not be due or payable in connection with the Tenant Improvements and the Vivarium improvements and no supervisory fee shall be due or payable in connection with any capital improvements performed by Landlord). Notwithstanding the foregoing, no Landlord approval shall be required (provided advance notice shall be provided to Landlord) for (a) installation, removal or realignment of furniture systems not involving any modifications to the structure or connections (other than by ordinary plugs or jacks) to the Systems, (b) Alterations which could not reasonably be expected to affect the structural components of the Building or the Systems and Equipment and which cost less than $150,000 for any one (1) job and no more than $300,000 in the aggregate in any calendar year during the Lease Term (excluding any costs for painting, carpeting, and similar purely cosmetic work), (c) Alterations which do not require a building permit, and (d) merely cosmetic work (such as painting and carpeting). The construction of the initial improvements to the Premises shall be governed by the terms of the Tenant Work Letter and not the terms of this Article 8. Notwithstanding anything to the contrary contained herein, Tenant may make strictly cosmetic changes to the finish work in the Premises (the "Cosmetic Alterations"), without Landlord's consent, provided that the aggregate cost of any such alterations does not exceed $100,000 in any twelve (12) month period, and further provided that such alterations do not (i) require any structural or other substantial modifications to the Premises, (ii) require any changes to, or adversely affect, the Systems and Equipment of the Building, (iii) affect the exterior appearance of the Building or (iv) trigger any legal requirement which would require Landlord to make any alteration or improvement to the Premises, the Building or the Real Property. Tenant shall give Landlord at least thirty (30) days prior notice of such Cosmetic Alterations, which notice shall be accompanied by reasonably adequate evidence that such changes meet the criteria contained in this Article 8. Except as otherwise provided, the term "Alterations" shall include Cosmetic Alterations.

Landlord’s Consent to Alterations. After completion of Tenant’s Work, Tenant may not make any improvements, alterations, additions or changes to the Premises or any mechanical, plumbing or HVAC facilities or systems pertaining to the Premises (collectively, the “"Alterations”") without first procuring the prior written consent of Landlord to such Alterations, which consent shall be requested by Tenant not less than fifteen thirty (1530) days prior to the commencement thereof, and which consent shall not be unreasonably withheld, conditioned or delayed withheld by Landlord; provided, however, provided it shall be deemed reasonable for Landlord may to withhold its consent in its sole and absolute discretion with respect to any Alterations Alteration which may adversely affect affects the structural components portions or the systems or equipment of the Building or is visible from the Systems and Equipment in more than a de minimis manner (e.g., the mere tying into Systems shall not be subject to the sole discretion standard) or which can be seen from outside exterior of the Building. Tenant shall pay (i) for Alterations performed by Tenant, Landlord’s reasonable third-party costs incurred in connection with reviewing such Alterations, and (ii) for Alterations for which Tenant has engaged Landlord to supervise and Landlord’s contractors to perform, a supervision fee of two and one-half percent (2.5%) of the total cost of such Alteration (for the avoidance of doubt, the foregoing supervisory fee shall not be due or payable in connection with the Tenant Improvements and the Vivarium improvements and no supervisory fee shall be due or payable in connection with any capital improvements performed by Landlord). Notwithstanding the foregoing, no Landlord approval shall be required (provided advance notice shall be provided to Landlord) for (a) installation, removal or realignment of furniture systems not involving any modifications to the structure or connections (other than by ordinary plugs or jacks) to the Systems, (b) Alterations which could not reasonably be expected to affect the structural components of the Building or the Systems and Equipment and which cost less than $150,000 for any one (1) job and no more than $300,000 in the aggregate in any calendar year during the Lease Term (excluding any costs for painting, carpeting, and similar purely cosmetic work), (c) Alterations which do not require a building permit, and (d) merely cosmetic work (such as painting and carpeting). The construction of the initial improvements to the Premises Premises, including Tenant’s Work, shall be governed by the terms of the Tenant Work Letter and Article 2 and not the terms of this Article 8. Notwithstanding the above provisions, Tenant shall be entitled to construct and install an internal staircase between the 3rd Floor Premises and the 4th Floor Premises without Landlord’s prior written consent but subject to Landlord’s approval of the plans and specifications and working drawings, and subject to the requirements set forth in Sections 8.2, 8.3 and 8.4 below. Furthermore, in the event that Tenant does in fact install such internal staircase, then Tenant agrees to remove same and repair all damages resulting therefrom so as to place the 3rd Floor Premises and the 4th Floor Premises into the same condition as they existing prior to the installation of such staircase upon the expiration of the Term or earlier termination of the Lease other than with regard to a termination resulting from a casualty, condemnation, or Landlord’s default. Landlord shall not charge Tenant with any review or oversight fees in connection with its review and approval of Tenant’s plans and specifications relating to said staircase. From time to time during the Lease Term after completion of Tenant’s Work, Tenant may, at its own expense and after giving Landlord written notice of its intention to do so, make Alterations, in and to the non-structural, non-mechanical portions of the interior of the Premises as it may find necessary or convenient for its purposes, provided that the value of the Premises is not thereby diminished, and provided further, that no Alterations costing in excess of One Hundred Thousand Dollars ($100,000.00) in the aggregate in any twelve (12) consecutive month period may be made without first obtaining Landlord’s prior written approval, which approval shall not be unreasonably withheld, delayed or conditioned. In addition, no Alterations shall be made to any structural portions of the Premises, mechanical systems, or to the exterior of the Premises, including without limitation, the exterior walls or roof of the Premises, nor shall Tenant erect any mezzanine, unless and until the written consent and approval of Landlord shall have first been obtained, which approval may be given or withheld in Landlord’s reasonable discretion. Notwithstanding any other provisions of this Lease to the contrary, Tenant shall be permitted to reuse the existing mast on the roof for mounting antenna/telecommunication purposes as well as existing conduits required from the roof to Tenant’s Premises and to the Building’s low voltage riser room, as required per Tenant’s installation of Tenant’s data and communication system. Tenant shall also be allowed access, at reasonable times and upon not less than twenty-four (24) hours’ notice to Landlord, to the Building’s common data/telecom room as needed for installation and maintenance of Tenant’s communication system. Tenant’s use of the existing equipment will be at Tenant’s sole cost and expense, and on an “AS-IS” basis, without any warranty or representation by Landlord. Tenant will be entitled to reasonable access to the roof upon not less than twenty-four (24) hours’ prior written notice to Landlord for purposes of maintaining the above-described equipment. All Alterations shall be done in a good and workmanlike manner, in compliance with all Applicable Laws and diligently prosecuted to completion to the end that the Premises shall at all times be a complete unit except during the period of work.

Landlord’s Consent to Alterations. Except for Cosmetic Alterations (as defined below), Tenant may not make any improvements, alterations, additions or changes to the Premises (collectively, the “"Alterations”) "), without first procuring the prior written consent of Landlord to such Alterations, which . Such consent shall be requested by Tenant not less than fifteen ten (1510) business days prior to the commencement thereof, and which consent Landlord shall not be unreasonably withheld, conditioned withhold or delayed by Landlord; provided, however, Landlord may withhold delay its consent in its sole and absolute discretion for any Alterations except with respect to any Alterations which may (i) do not comply with applicable laws, (ii) adversely affect the structural components of the Building or the Systems and Equipment in more than a de minimis manner or the structural aspects of the Building, (e.g., the mere tying into Systems shall not be subject to the sole discretion standardiii) or which can be seen from outside the Building. Tenant shall pay Premises, (iiv) unreasonably interfere with another tenant's use of such tenant's premises for Alterations performed by Tenantnormal business office purposes, Landlord’s reasonable third-party costs incurred in connection with reviewing such Alterations, and and/or (iiv) for Alterations for which Tenant has engaged Landlord do not use materials that are equal to supervise and Landlord’s contractors to performor better than Building standard materials (each, a supervision fee of two and one-half percent (2.5%) of the total cost of such Alteration (for the avoidance of doubt, the foregoing supervisory fee shall not be due or payable in connection with the Tenant Improvements and the Vivarium improvements and no supervisory fee shall be due or payable in connection with any capital improvements performed by Landlord"Design Problem"). Notwithstanding the foregoing, no with respect to any Alterations installed after the Lease Commencement Date that (A) create a Design Problem described in clause (iii) hereinabove and (B) are other than walls not aligned with existing columns or mullions: (1) Landlord approval shall be required act reasonably and in good faith based upon standards generally employed by Comparable Landlords (provided advance notice shall be provided to Landlordas defined in Section 23.6 below) for the Comparable Buildings; and (2) Tenant may install in (x) any space above the ground floor of the Building now or hereafter leased by Tenant pursuant to this Lease, Alterations similar to those existing in any office space in the Building as of the Lease Commencement Date, and (y) the Retail Space, Alterations similar to those existing in the Retail Space as of the Lease Commencement Date. Further notwithstanding the foregoing, Tenant may make strictly cosmetic, non-structural alterations, additions or improvements to the interior of the Premises (collectively, the "Cosmetic Alterations") without Landlord's consent, provided that: (a) installation, removal or realignment Tenant delivers to Landlord written notice of furniture systems not involving any modifications such Cosmetic Alterations at least ten (10) days prior to the structure or connections (other than by ordinary plugs or jacks) to the Systems, commencement thereof; (b) such Cosmetic Alterations which could not reasonably shall be expected to affect performed by or on behalf of Tenant in compliance with the structural components other provisions of the Building or the Systems and Equipment and which cost less than $150,000 for any one (1) job and no more than $300,000 in the aggregate in any calendar year during the Lease Term (excluding any costs for painting, carpeting, and similar purely cosmetic work), this Article 8; (c) such Cosmetic Alterations which do not require the issuance of a building permit, permit or other governmental approval; and (d) merely cosmetic work such Cosmetic Alterations would not result in a Design Problem. Any time Tenant proposes to make Alterations other than Cosmetic Alterations, Tenant's notice regarding the proposed Alterations shall be provided together with the plans and specifications for the Alterations, and Landlord shall approve or disapprove of the same within ten (10) business days after its receipt of the same in accordance with the standard 804296.08/LAH4321-047/10-7-08/nng/law -00- XXXXX XXXX XXXXX[Xxxxx Xxxx Lease] for consent set forth hereinabove. In the event that Landlord shall fail to notify Tenant in writing of its approval or disapproval of a proposed Alteration within such as painting ten (10) business day period, Landlord shall be deemed to have approved such Alteration. In the event that Landlord shall disapprove of a proposed Alteration because the same contains a Design Problem, Landlord shall notify Tenant of it's the specific Design Problem which is the reason for such disapproval and carpeting)Tenant shall have the right to resubmit for Landlord's approval modified plans and specifications to address Landlord's reasons for disapproval to eliminate such Design Problem. The construction of the initial improvements to New Tenant Improvements (as defined in the Premises Tenant Work Letter) shall be governed by the terms of the Tenant Work Letter and not the terms of this Article 8.

Landlord’s Consent to Alterations. Except as otherwise expressly provided in this Lease, Tenant may not make any improvements, alterations, additions or changes to the Premises (collectively, the “Alterations”) without first procuring the prior written consent of Landlord to such Alterations, which consent shall be requested by Tenant not less than fifteen (15) days prior to the commencement thereof, and which consent shall not be unreasonably withheld, conditioned or delayed delayed. Tenant agrees it shall be reasonable for Landlord to refuse consent (among other reasons) if the proposed Alterations would cause the property casualty insurance premium for the Premises to increase, unless Tenant agrees to pay such increase. Notwithstanding the foregoing, Tenant shall have the right, without Landlord’s consent but upon ten (10) Business Days’ prior notice to Landlord, to make Alterations to the Premises (collectively, “Minor Alterations”) that cost less than $200,000 per occurrence (and less than $500,000 in any twelve (12) month period) and do not (i) affect the exterior appearance or structure of the Premises or the Building, or (ii) materially and adversely affect the Building’s electrical, ventilation, plumbing, elevator, mechanical, air conditioning or other similar systems installed or provided by LandlordLandlord (collectively, the “Building Systems”); provided, however, Landlord that Tenant may withhold its consent in its sole paint and absolute discretion with respect to carpet the Premises, or any Alterations which may adversely affect portion thereof, without Landlord’s consent, and the structural components cost of the Building or the Systems and Equipment in more than a de minimis manner (e.g., the mere tying into Systems such work shall not be subject considered when determining the cost of Minor Alterations. For any Alterations that require Landlord’s prior consent, Landlord shall respond to all requests by Tenant for such consent within seven (7) days of receipt of a request describing in reasonable detail the proposed Alterations. If Landlord fails to respond within such seven (7) day period, Tenant may deliver a second request with a conspicuous notice that failure to respond will result in a deemed approval, and if Landlord does not respond to the sole discretion standardsecond request within five (5) or which can be seen from outside the Building. Tenant shall pay (i) for Alterations performed by Tenantdays, Landlord’s reasonable third-party costs incurred in connection with reviewing such Alterations, and (ii) for Alterations for which Tenant has engaged Landlord to supervise and Landlord’s contractors to perform, a supervision fee of two and one-half percent (2.5%) of the total cost of such Alteration (for the avoidance of doubt, the foregoing supervisory fee shall not be due or payable in connection with the Tenant Improvements and the Vivarium improvements and no supervisory fee shall be due deemed to have approved Tenant’s request. At the time Landlord consents to Tenant’s Alterations where such consent is required (or payable in connection with any capital improvements performed by Landlordif Tenant otherwise asks for such notification). Notwithstanding the foregoing, no Landlord approval shall notify Tenant whether Tenant shall be required (provided advance notice shall be provided to Landlord) for (a) installationremove any of the items or elements of such Alterations at the expiration or termination of the Lease Term, removal or realignment of furniture systems not involving any modifications and to restore and/or reinstate the Premises to the structure or connections (other than by ordinary plugs or jacks) condition required prior to the Systems, (b) Alterations which could not reasonably be expected making of such Alterations. Failure of Landlord to affect the structural components so notify Tenant that an item or element of the Building Alterations must be removed and the Premises restored and/or reinstated shall mean that Tenant may leave or remove such item or element at its election, provided that if Tenant elects to remove such item or element of the Systems and Equipment and which cost less than $150,000 for Alterations, it shall repair any one (1) job and no more than $300,000 in the aggregate in any calendar year during the Lease Term (excluding any costs for painting, carpeting, and similar purely cosmetic work), (c) Alterations which do not require a building permit, and (d) merely cosmetic work (damage caused by such as painting and carpeting)removal. The construction of the initial improvements to the Premises by Landlord and the construction of the Tenant Improvements by Tenant shall be governed by the terms of the Tenant Work Letter attached hereto as Exhibit B, and not the terms of this Article 8.

Landlord’s Consent to Alterations. Except for Cosmetic Alterations (defined below), Tenant may not make any improvements, alterations, additions or changes to the Premises or any electrical, mechanical, plumbing or HVAC facilities or systems pertaining to the Premises (collectively, the “Alterations”) without first procuring the prior written consent of Landlord to such Alterations, which consent shall be requested by Tenant not less than fifteen ten (1510) business days prior to the commencement thereof, and which consent shall not be unreasonably withheld, withheld or conditioned or delayed by Landlord; provided, however, provided Landlord may shall only withhold its consent in its sole and absolute discretion with respect to any Alterations Alteration which may would (i) violate any Applicable Laws, (ii) adversely affect (in the structural components reasonable discretion of Landlord) or require any modification to the Base Building or void any warranty on any Base Building component or design, or (iii) affect (in the sole discretion of Landlord) the (a) exterior appearance of the Building Project (other than Tenant’s Signage, the approval of which is subject to the TCCs of Section 23.4.4 below), (b) appearance of the Common Areas, (c) quiet enjoyment of other tenants or occupants of the Systems and Equipment in more Project (other than to a de minimis manner extent), or (e.g., d) provision of services to other occupants of the mere tying into Systems shall not be subject to the sole discretion standard) Project (any such Alteration or which can be seen from outside the Building. Tenant shall pay Improvement described in items (i) through (iii) above shall be deemed to contain a “Design Problem”). Landlord shall respond to Tenant’s request for Alterations performed by Tenant, Landlord’s reasonable third-party costs incurred in connection with reviewing such Alterations, and consent to an Alteration within five (ii5) for Alterations for which Tenant has engaged Landlord to supervise and Landlord’s contractors to perform, a supervision fee of two and one-half percent (2.5%) of the total cost of such Alteration (for the avoidance of doubt, the foregoing supervisory fee shall not be due or payable in connection with the Tenant Improvements and the Vivarium improvements and no supervisory fee shall be due or payable in connection with any capital improvements performed by Landlord)business days. Notwithstanding the foregoing, no Landlord approval Tenant shall be required permitted to make Alterations following five (provided advance 5) business days’ notice shall be provided to Landlord) for (a) installation, removal or realignment of furniture systems not involving any modifications but without Landlord’s prior consent, to the structure extent that such Alterations do not (I) cause a Design Problem, or connections (other II) cost more than by ordinary plugs or jacks) $250,000.00 (any such Alterations are “Cosmetic Alterations”). To the extent that Landlord grants Tenant the right to use areas within the Project, whether pursuant to the Systemsterms of this Lease or through plans and specifications subsequently approved by Landlord (and without implying that Landlord shall grant any such approvals), (bA) Alterations which could not reasonably be expected to affect in no event may Tenant use more than Tenant’s Share of the structural components of areas within the Building or the Systems utility capacity made available by Landlord for general tenant usage for Tenant’s installations and Equipment and which cost less than $150,000 for any one (1) job and no more than $300,000 operations in the aggregate in any calendar year during the Lease Term Premises (excluding any costs for paintingincluding chilled water, carpetingelectricity, telecommunications room space, electrical room space, plenum space and similar purely cosmetic workriser space), (c) Alterations which do not require a building permit, and (dB) merely cosmetic work (Tenant shall comply with the provisions of this Section with respect to all such as painting and carpeting)items, including Tenant’s Off-Premises Equipment. The construction of the initial improvements to the Premises shall be governed by the terms of the Tenant Work Letter and not the terms of this Article 8, except for the applicable terms of this Section 8.1 above and Section 8.5 below, which shall apply to the Tenant Improvements as set forth therein.

Landlord’s Consent to Alterations. Tenant may not make any improvements, alterations, additions or changes to the Premises or any mechanical, plumbing or HVAC facilities or systems pertaining to the Premises which affect the Building Structure, Building Systems or exterior appearance of the Building (collectively, the “Alterations”"ALTERATIONS") without first procuring the prior written consent of Landlord to such Alterations, which consent shall be requested by Tenant not less than fifteen ten (1510) days prior to the commencement thereof, and which consent shall not be unreasonably withheld, conditioned or delayed by Landlord; provided, however, provided it shall be deemed reasonable for Landlord may to withhold its consent in its sole and absolute discretion with respect to any Alterations Alteration which may materially or adversely affect the structural components of affects the Building Structure, Building Systems or the Systems and Equipment in more than a de minimis manner (e.g., the mere tying into Systems shall not be subject to the sole discretion standard) or which can be seen from outside exterior appearance of the Building. Tenant shall pay (i) for Alterations performed by Tenanthave the right to make interior modifications to the Premises without Landlord's consent provided that such alterations do not materially or adversely affect the mechanical, Landlord’s reasonable third-party costs incurred electrical, plumbing or structural systems in connection with reviewing such Alterationsthe Building, and (ii) for Alterations for which provided further that Tenant has engaged shall give Landlord to supervise and Landlord’s contractors to perform, a supervision fee of two and one-half percent (2.5%) of the total cost notice of such Alteration modifications at least ten (for 10) days prior to the avoidance commencement of doubt, the foregoing supervisory fee shall not be due or payable in connection with the Tenant Improvements and the Vivarium improvements and no supervisory fee shall be due or payable in connection with any capital improvements performed by Landlord)such modifications. Notwithstanding the foregoing, no Landlord approval Landlord's consent shall not be required, and Tenant shall be required (deemed to have provided advance notice shall be provided to Landlord) for , of the following Alterations: (a) installation, removal or realignment installation in the Premises of furniture systems not involving any modifications the personal property removed from Building 1 pursuant to the structure or connections (other than by ordinary plugs or jacks) to the Systems, SECTION 1.1.1; (b) Alterations which could changes in the card key security system as provided in SECTION 1.5 provided that (i) ten days advance written notice is provided to Landlord together with a detailed description of the work to be done and (ii) such work does not reasonably be expected to adversely affect the structural components of the Building or the Systems Project-wide card key security system; and Equipment and which cost less than $150,000 for any one (1) job and no more than $300,000 in the aggregate in any calendar year during the Lease Term (excluding any costs for painting, carpeting, and similar purely cosmetic work), (c) Alterations which do not require installation of and upgrades to communications and electrical equipment connecting the Premises to the Conference Facilities provided that (i) ten days advance written notice is provided to Landlord together with a building permitdetailed description, and (d) merely cosmetic work (such as painting plans and carpeting). The construction specifications if applicable, of the initial improvements work to be done; (ii) such work does not adversely affect the Premises shall be governed by the terms use of the Tenant Work Letter and not Conference Facilities or any other Common Area by Landlord and/or other occupants of the terms of this Article 8Project; (iii) the Conference Facilities are Common Areas at the time said work is done.

Landlord’s Consent to Alterations. Except as hereinafter provided in this Section 8.1, Tenant may not make any improvements, alterations, additions or changes to the Premises (collectively, the “Alterations”) without first procuring the prior written consent of Landlord to such Alterations, which consent shall be requested by Tenant not less than fifteen ten (1510) business days prior to the desired date of commencement thereof, thereof and which consent shall will not be unreasonably withheld, conditioned or delayed by delayed; provided however, that Landlord; provided’s consent shall not be required for Alterations which are strictly cosmetic in nature, howeversuch as paint and carpet, so long as Tenant provides Landlord with at least two (2) business days’ prior written notice of such cosmetic Alterations. With respect to Alterations for which Landlord’s consent is required, Landlord may withhold its consent in its sole and absolute discretion with respect to any Alterations proposed Alteration which may adversely would create a Design Problem. As used in this Lease, a “Design Problem” means that the proposed Alteration (a) will have an adverse effect on the structural integrity of the Building; (b) is not in compliance with Applicable Laws; (c) would have an adverse effect on the Building Systems; (d) would affect the structural components exterior appearance of the Building; (e) does not comply with the Construction Rules, Requirements, Specifications, Design Criteria and Building Standards (as defined in the Tenant Work Letter); (f) would cause unreasonable interference with the normal and customary office operations of any other tenant in the Building, or the Systems and Equipment in more than a de minimis manner (e.g.g) is presented to Landlord with incomplete, the mere tying into Systems missing or inaccurate information. Landlord’s consent shall not be subject to the sole discretion standard) or which can be seen from outside the Building. Tenant shall pay (i) required for Alterations performed by Tenant, Landlord’s reasonable third-party costs incurred in connection with reviewing such Alterations, which do not create a Design Problem and (ii) for Alterations for which Tenant has engaged Landlord to supervise and Landlord’s contractors to perform, a supervision fee of two and one-half percent (2.5%) of the total cost of such Alteration (for the avoidance of doubt, the foregoing supervisory fee shall not be due or payable in connection with the Tenant Improvements and the Vivarium improvements and no supervisory fee shall be due or payable in connection with any capital improvements performed by Landlord). Notwithstanding the foregoing, no Landlord approval shall be required (provided advance notice shall be provided to Landlord) for (a) installation, removal or realignment of furniture systems not involving any modifications to the structure or connections (other than by ordinary plugs or jacks) to the Systems, (b) Alterations which could not reasonably be expected to affect the structural components of the Building or the Systems and Equipment and which cost less than $150,000 75,000 per project, so long as Tenant provides Landlord with at least ten (10) business days’ prior written notice of such desired Alterations (cosmetic Alterations require only two (2) business day’s prior notice, as set forth above). With respect to Alterations for any one which Landlord’s consent is required, Landlord agrees to provide its consent or a written explanation of its withholding of consent within ten (110) job and no more than $300,000 business days of Landlord’s receipt of Tenant’s notice of proposed Alterations, together with such other materials as are reasonably necessary for Landlord’s analysis of the proposed Alterations. Landlord shall reasonably cooperate with Tenant in the aggregate Tenant’s obtaining all necessary permits for Alterations in any calendar year during the Lease Term (excluding any costs for painting, carpeting, and similar purely cosmetic work), (c) Alterations which do not require a building permit, and (d) merely cosmetic work (such as painting and carpeting)compliance with this Article 8. The construction of the initial improvements to Tenant Improvements in the Premises shall be governed by the terms of the Tenant Work Letter and not the terms of this Article 8.

Landlord’s Consent to Alterations. Tenant may not may, without the need to --------------------------------- obtain the consent or approval of Landlord, make any improvements, alterations, additions or changes to the Premises the cost of which does not exceed $30,000.00 (exclusive of wall or floor coverings) in the aggregate (collectively, the “"Alterations”") desired by Tenant which do not create a Design Problem, by providing Landlord with written notice not less than six (6) business days prior to the commencement thereof. For purposes of this Lease, "Design Problem" shall mean any alteration, repair, modification, or improvement by Tenant which (a) materially or adversely affects the Building Systems or Building Structure, (b) is not in compliance with applicable laws, or (c) affects the exterior appearance of the Building. Tenant may not make any Alteration which may create a Design Problem (collectively, "Consent Alterations"), without first procuring the prior written consent of Landlord to such Alterations, which consent shall be requested by Tenant not less than fifteen ten (1510) business days prior to the commencement thereof, and which consent shall not be unreasonably withheldwithheld by Landlord and shall state whether the consent alterations must be removed on termination of the Lease; provided if the Design Problem materially or adversely affects the Building System or Building Structure, conditioned or delayed by Landlord; provided, however, then Landlord may condition its consent upon Tenant assuring that the proposed Alteration complies with applicable Laws and complies with other conditions that Landlord may reasonably require of Tenant. In the event Tenant proposes to make a Consent Alteration, Tenant's notice regarding the proposed Alteration shall include the plans and specifications for the Alterations. Landlord shall grant or withhold its consent in its sole and absolute discretion to any Consent Alterations within ten (10) business days of receipt of Tenant's notice; Landlord's failure to respond within three (3) business days after receipt by Landlord of a second notice given after such ten (10) business day period shall be deemed to evidence Landlord's approval with respect to any Alterations which may adversely affect the structural components of the Building or the Systems and Equipment in more than a de minimis manner (e.g., the mere tying into Systems shall not be subject to the sole discretion standard) or which can be seen from outside the Building. Tenant shall pay (i) for Alterations performed by Tenant, Landlord’s reasonable third-party costs incurred in connection with reviewing such Alterations, and (ii) for Alterations for which Tenant has engaged Landlord to supervise and Landlord’s contractors to perform, a supervision fee of two and one-half percent (2.5%) of the total cost of such Alteration (for the avoidance of doubt, the foregoing supervisory fee shall not be due or payable in connection with the Tenant Improvements and the Vivarium improvements and no supervisory fee shall be due or payable in connection with any capital improvements performed by Landlord). Notwithstanding the foregoing, no Landlord approval shall be required (provided advance notice shall be provided to Landlord) for (a) installation, removal or realignment of furniture systems not involving any modifications to the structure or connections (other than by ordinary plugs or jacks) to the Systems, (b) Alterations which could not reasonably be expected to affect the structural components of the Building or the Systems and Equipment and which cost less than $150,000 for any one (1) job and no more than $300,000 in the aggregate in any calendar year during the Lease Term (excluding any costs for painting, carpeting, and similar purely cosmetic work), (c) Alterations which do not require a building permit, and (d) merely cosmetic work (such as painting and carpeting). The construction of the initial improvements to the Premises shall be governed by the terms of the Tenant Work Letter and not the terms of this Article 8same.

Landlord’s Consent to Alterations. Tenant may not make any improvements, alterations, additions additions, or changes to the Premises (collectively, the “"Alterations”") to the Premises without first procuring the prior written consent of Landlord to such Alterations, which consent shall be requested by Tenant not less than fifteen thirty (1530) days prior to the commencement thereof, and which consent shall not may be unreasonably withheld, conditioned or delayed withheld by Landlord in Landlord's sole and absolute discretion; provided, however, Landlord may withhold its consent in its that Tenant may, at Tenant's sole cost and absolute discretion with respect expense and upon fourteen (14) days prior notice to Landlord, make nonstructural Alterations to the Premises which: (i) do not affect the outside appearance of the Premises and do not create the potential for unusual expenses to be incurred upon the removal of the Alterations and the restoration of the Premises upon the termination of this Lease; (ii) do not affect any Alterations which may part of the Project outside of the Premises; (iii) do not adversely affect the structural components proper functioning of any of the Building mechanical, electrical, sanitary, or other service systems or installations of the Systems Project; (iv) shall be performed at such times and Equipment in more than such manner as Landlord from time to time may reasonably designate; (v) will not result in a de minimis manner breach of this Lease (e.g.including Tenant's operation covenant contained in Section 5.2.4 above), or a violation of or require a change in the mere tying into Systems certificate of occupancy applicable to the Premises; and (vi) costs shall not be subject exceed Ten Thousand Dollars ($10,000.00) per year. Notwithstanding any provision to the sole discretion standard) or which can be seen from outside the Building. Tenant shall pay (i) for contrary, any Alterations performed by Tenant, Landlord’s reasonable third-party costs incurred in connection with reviewing such Alterations, and (ii) for Alterations for which Tenant has engaged Landlord to supervise and Landlord’s contractors to perform, a supervision fee of two and one-half percent (2.5%) of the total cost of such Alteration (for the avoidance of doubt, the foregoing supervisory fee shall not be due or payable in connection with violate the Tenant Improvements and the Vivarium improvements and no supervisory fee shall be due or payable in connection with any capital improvements performed by LandlordRestriction Documents. UPON EXECUTION OF THIS LEASE, TENANT ACKNOWLEDGES THAT LANDLORD MAY EXECUTE A NOTICE OF NON-RESPONSIBILITY IN SUBSTANTIALLY THE SAME FORM ATTACHED HERETO AS EXHIBIT "G", AND INCORPORATED HEREIN BY REFERENCE, AND MAY RECORD THE SAME WITHIN THREE (3) DAYS OF EXECUTION OF THIS LEASE PURSUANT TO NEVADA REVISED STATUTES ("NRS") 108.234. TENANT FURTHER AGREES THAT, AT LEAST TEN (10) DAYS PRIOR TO ENTERING INTO CONTRACT WITH ANY PRIME CONTRACTOR INTENDING TO PERFORM ALTERATIONS, AND PRIOR TO THE COMMENCEMENT OF ANY WORK RELATING TO THE PREMISES, TENANT SHALL COMPLY WITH THE REQUIREMENTS OF NRS 108.2403 AND NRS 108.2407 REGARDING POSTED SECURITY AND SHALL NOTIFY LANDLORD IN WRITING OF THE NAME AND ADDRESS OF ANY SUCH PRIME CONTRACTOR TO ENABLE LANDLORD TO PROPERLY SERVE THE RECORDED NOTICE OF NON-RESPONSIBILITY UPON THE PRIME CONTRACTOR PURSUANT TO NRS 108.234. TENANT FURTHER AGREES TO, AND SHALL CAUSE ITS PRIME CONTRACTOR TO, WITHIN TEN (10) DAYS AFTER NOTIFICATION OF THE AWARD OF THE CONTRACT TO THE PRIME CONTRACTOR, FURNISH BONDS COVERING THE FAITHFUL PERFORMANCE OF THE CONSTRUCTION OF ANY ALTERATIONS OR INSTALLATION OF EQUIPMENT, WITH PAYMENT OF ALL OBLIGATIONS ARISING THEREUNDER TO TAKE EFFECT UPON COMPLETION OF SUCH ALTERATIONS OR OTHER INSTALLATIONS, IN ACCORDANCE WITH THE TERMS OF THE MASTER LEASE. TENANT HEREBY ACKNOWLEDGES THAT TENANT IS REQUIRED TO COMPLY WITH THE TERMS OF THIS SECTION 8.1 AND THE PROVISIONS OF NRS 108.2403 AND (TO THE EXTENT TENANT ESTABLISHES A CONSTRUCTION DISBURSEMENT ACCOUNT PURSUANT TO NRS 108.2403) 108.2407 PRIOR TO COMMENCEMENT OF ANY WORK OF IMPROVEMENT TO BE CONSTRUCTED, ALTERED OR REPAIRED ON THE Air Cargo Lease A-Mark 2014 - 16 - AIR CARGO CENTER LEASE PREMISES (SUCH OBLIGATIONS ARE COLLECTIVELY REFERRED TO AS THE "TENANT'S ALTERATION OBLIGATIONS"). Notwithstanding the foregoing, no Landlord approval shall be required (provided advance notice shall be provided to Landlord) for (a) installation, removal or realignment of furniture systems not involving any modifications to the structure or connections (other than by ordinary plugs or jacks) to the Systems, (b) Alterations which could not reasonably be expected to affect the structural components of the Building or the Systems and Equipment and which cost less than $150,000 for any one (1) job and no more than $300,000 in the aggregate in any calendar year during the Lease Term (excluding any costs for painting, carpeting, and similar purely cosmetic work), (c) Alterations which do not require a building permit, and (d) merely cosmetic work (such as painting and carpeting). The construction of the initial improvements to the Premises shall be governed by the terms of the Tenant Work Letter and not the terms of this Article 8.

Landlord’s Consent to Alterations. The construction of the initial improvements to the Premises shall be governed by the terms of the Tenant Work Letter and not the terms of this Article 8. Tenant may not make any improvements, alterations, additions or changes to the Premises or any mechanical, plumbing or HVAC facilities or systems pertaining to or servicing the Premises (collectively, the “Alterations”) without first procuring the prior written consent of Landlord to such Alterations, which consent shall be requested by Tenant not less than fifteen (15) business days prior to the commencement thereof, and which consent shall not be unreasonably withheld, conditioned withheld or delayed by Landlord, provided it shall be deemed reasonable for Landlord to withhold its consent to any Alteration which adversely affects the structural portions or the systems or equipment of the Buildings or is visible from the exterior of the Buildings or Project. Notwithstanding the foregoing, Tenant shall be permitted to make Alterations to the Premises following five (5) business days notice to Landlord (the “Cosmetic Alterations Notice”), but without Landlord’s prior consent, to the extent that such Alterations do not adversely affect the systems and equipment of the subject Building, exterior appearance of the subject Building, the “Historical Designation,” as that term is defined in Section 8.6, below, of the subject Building, or structural aspects of the subject Building (the “Cosmetic Alterations”); provided, however, Landlord may withhold its consent in its sole and absolute discretion with respect to any that no Cosmetic Alterations which may adversely affect the structural components of the Building or the Systems and Equipment in more than a de minimis manner (e.g., the mere tying into Systems Notice shall not be subject to the sole discretion standard) or which can be seen from outside the Building. Tenant shall pay (i) required for Alterations performed by Tenant, Landlord’s reasonable third-party costs incurred in connection with reviewing such Alterations, and (ii) for Alterations for which Tenant has engaged Landlord to supervise and Landlord’s contractors to perform, a supervision fee of two and one-half percent (2.5%) of the total cost of such Alteration (for the avoidance of doubt, the foregoing supervisory fee shall not be due or payable in connection with the Tenant Improvements and the Vivarium improvements and no supervisory fee shall be due or payable in connection with any capital improvements performed by Landlord). Notwithstanding the foregoing, no Landlord approval shall be required (provided advance notice shall be provided to Landlord) for (a) installation, removal or realignment of furniture systems not involving any modifications to the structure or connections (other than by ordinary plugs or jacks) to the Systems, (b) Alterations which could not reasonably be expected to affect the structural components of the Building or the Systems and Equipment and which cost less than $150,000 for any one (1) job and no more than $300,000 in the aggregate in any calendar year during the Lease Term (excluding any costs for painting, carpeting, and similar purely cosmetic work), (c) Cosmetic Alterations which do not require a building permit, and affect the exterior appearance of the subject Building or the Historical Designation of any Building or the Project in the event that the cost of the subject Cosmetic Alternations is less than $50,000.00 (d) merely cosmetic work (such as painting and carpetingthe “Minor Cosmetics Exception”). The construction Subject to Tenant’s rights to make Alterations with respect to the Premises, in no event shall Tenant be permitted to make improvements, alterations, additions, or changes to the Building, the Project, or the Common Areas, provided that any repairs requires with respect to portions of the initial improvements Building, Project or Common Areas required of Tenant under this Lease shall, notwithstanding anything in this Article 8 to the Premises shall contrary, be governed by the terms of the Tenant Work Letter and not subject to the terms of this Article 8.

Landlord’s Consent to Alterations. Except for Cosmetic Alterations (as defined below), Tenant may not make any improvements, alterations, additions or changes to the Premises (collectively, the “Alterations”) without first procuring the prior written consent of Landlord to such Alterations, which . Such consent shall be requested by Tenant not less than fifteen ten (1510) business days prior to the commencement thereof, and which consent Landlord shall not be unreasonably withheldwithhold, conditioned condition or delayed by Landlord; provided, however, Landlord may withhold delay its consent in its sole and absolute discretion for any Alterations except with respect to any Alterations which may (i) do not comply with applicable laws, (ii) materially and adversely affect the structural components of the Building or the Systems and Equipment in more than a de minimis manner or the structural aspects of the Building, (e.g., the mere tying into Systems shall not be subject to the sole discretion standardiii) or which can be seen from outside the Building. Tenant shall pay Premises, (iiv) unreasonably interfere with another tenant’s use of such tenant’s premises for Alterations performed by Tenantnormal business office purposes, Landlord’s reasonable third-party costs incurred in connection with reviewing such Alterations, and and/or (iiv) for Alterations for which Tenant has engaged Landlord do not use materials that are equal to supervise and Landlord’s contractors to performor better than Building standard materials (each, a supervision fee of two and one-half percent (2.5%) of the total cost of such Alteration (for the avoidance of doubt, the foregoing supervisory fee shall not be due or payable in connection with the Tenant Improvements and the Vivarium improvements and no supervisory fee shall be due or payable in connection with any capital improvements performed by Landlord“Design Problem”). Notwithstanding the foregoing, no with respect to any Alterations installed after the First Commencement Date that (A) create a Design Problem described in clause (iii) hereinabove and (B) are other than walls not aligned with existing columns or mullions: (1) Landlord approval shall act reasonably and in good faith based upon standards generally employed by Comparable Landlords (as defined below) for the Comparable Buildings; and (2) Tenant may install in any space above the ground floor of the Building now or hereafter leased by Tenant pursuant to this Lease, Alterations similar to those existing in any office space in the Building as of the First Commencement Date. Any Design Problems shall be required identified at the time Landlord’s provides consent to the Alterations. Further notwithstanding the foregoing, Tenant may make strictly cosmetic, non-structural alterations, additions or improvements to the interior of the Premises (collectively, the “Cosmetic Alterations”) without Landlord’s consent or payment of any supervision fee, provided advance that: (a) Tenant delivers to Landlord written notice of such Cosmetic Alterations at least ten (10) days prior to the commencement thereof; (b) such Cosmetic Alterations shall be performed by or on behalf of Tenant in compliance with the other provisions of this Article 8; (c) such Cosmetic Alterations do not require the issuance of a building permit or other governmental approval; (d) such Cosmetic Alterations would not result in a Design Problem; (e) such Cosmetic Alterations do not exceed $100,000 per project. Any time Tenant proposes to make Alterations other than Cosmetic Alterations, Tenant’s notice regarding the proposed Alterations shall be provided to Landlord) together with the plans and specifications for (a) installationthe Alterations, removal and Landlord shall approve or realignment of furniture systems not involving any modifications to the structure or connections (other than by ordinary plugs or jacks) to the Systems, (b) Alterations which could not reasonably be expected to affect the structural components disapprove of the Building same within ten (10) business days after its receipt of the same in accordance with the standard for consent set forth hereinabove. In the event that Landlord shall fail to notify Tenant in writing of its approval or disapproval of a proposed Alteration within such ten (10) business day period, Landlord shall be deemed to have approved such Alteration. In the Systems event that Landlord shall disapprove of a proposed Alteration because the same contains a Design Problem, Landlord shall notify Tenant of ifs the specific Design Problem which is the reason for such disapproval and Equipment Tenant shall have the right to resubmit for Landlord’s approval modified plans and which cost less than $150,000 specifications to address Landlord’s reasons for any one (1) job and no more than $300,000 in the aggregate in any calendar year during the Lease Term (excluding any costs for painting, carpeting, and similar purely cosmetic work), (c) Alterations which do not require a building permit, and (d) merely cosmetic work (disapproval to eliminate such as painting and carpeting)Design Problem. The construction of the initial improvements to the Premises shall be governed by the terms of the Tenant Work Letter and not the terms of this Article 8.

Landlord’s Consent to Alterations. Tenant may not make any improvements, alterations, additions or changes to the Premises or any mechanical, plumbing or HVAC facilities or systems pertaining to the Premises (collectively, the “Alterations”) without first procuring the prior written consent of Landlord to such Alterations, which consent shall be requested by Tenant not less than fifteen (15) business days prior to the commencement thereof, and which consent shall not be unreasonably withheld, conditioned or delayed by Landlord; provided, however, provided it shall be deemed reasonable for Landlord may to withhold its consent in its sole and absolute discretion with respect to any Alterations Alteration which may adversely affect affects the structural components portions or the systems or equipment of the Building or is visible from the Systems and Equipment in more than a de minimis manner (e.g., the mere tying into Systems shall not be subject to the sole discretion standard) or which can be seen from outside exterior of the Building. Tenant shall pay (i) for Alterations performed by Tenanthave the right, subject to Landlord’s reasonable third-party costs incurred in connection with reviewing such written consent, to select Tenant’s architect relative to any Alterations, and (ii) for Alterations for which Tenant has engaged Landlord to supervise and Landlord’s contractors to perform, a supervision fee of two and one-half percent (2.5%) of the total cost of such Alteration (for the avoidance of doubt, the foregoing supervisory fee shall not be due or payable in connection with the Tenant Improvements and the Vivarium improvements and no supervisory fee shall be due or payable in connection with any capital improvements performed by Landlord). Notwithstanding the foregoing, no Landlord approval Tenant shall be required permitted to make Alterations in the Premises following ten (provided advance 10) business days’ notice shall be provided to Landlord) for (a) installation, removal or realignment of furniture systems not involving any modifications but without Landlord’s prior consent, to the structure extent that such Alterations (i) do not affect the Building structure, systems or connections (other than by ordinary plugs or jacks) to the Systemsequipment, (bii) Alterations which could are not reasonably be expected to affect visible from the structural components exterior of the Building or the Systems Building, and Equipment and which (iii) cost less than $150,000 50,000.00 for a particular job of work. Prior to commencing any one Alterations affecting air distribution or disbursement from ventilation systems serving Tenant or the Building, including without limitation the installation of Tenant’s exhaust systems, Tenant shall provide Landlord with a third party report from a consultant, and in a form reasonably acceptable to Landlord, showing that such work will not adversely affect the ventilation systems or air quality of the Building (1) job and no more than $300,000 or of any other tenant in the aggregate in any calendar year during the Lease Term (excluding any costs for paintingBuilding) and shall, carpetingupon completion of such work, and similar purely cosmetic provide Landlord with a certification reasonably satisfactory to Landlord from such consultant confirming that no such adverse effects have resulted from such work), (c) Alterations which do not require a building permit, and (d) merely cosmetic work (such as painting and carpeting). The construction of the initial improvements to the Premises shall be governed by the terms of the Tenant Work Letter and not the terms of this Article 8.

Landlord’s Consent to Alterations. Tenant may not make any improvements, alterations, additions or changes to the Premises (collectively, the “Alterations”) without first procuring the prior written consent of Landlord to such Alterations, which consent shall be requested by Tenant not less than fifteen thirty (1530) days prior to the commencement thereof, and which consent shall not be unreasonably withheld, conditioned withheld or delayed by Landlord; provided, however, Landlord may withhold its consent in its sole and absolute discretion with respect to any Alterations which may adversely affect the structural components of the Building or the Systems and Equipment in more than a de minimis manner (e.g., the mere tying into Systems shall not be subject to the sole discretion standard) or which can be seen from outside the Building. Tenant shall pay (i) for Alterations performed by Tenant, Landlord’s reasonable third-party costs incurred in connection with reviewing such Alterations, and (ii) for Alterations for which Tenant has engaged Landlord to supervise and Landlord’s contractors to perform, a supervision fee of two and one-half percent (2.5%) of the total cost of such Alteration (for the avoidance of doubt, the foregoing supervisory fee shall not be due or payable in connection with the Tenant Improvements and the Vivarium improvements and no supervisory fee shall be due or payable in connection with any capital improvements performed by Landlord)Premises. Notwithstanding the foregoing, no Landlord approval the installation by Tenant of a Wi-Fi Network shall be required (provided advance notice governed by the terms of Section 8.3 below. Tenant shall be provided to Landlord) pay for (a) installationall overhead, removal or realignment of furniture systems not involving any modifications to the structure or connections (general conditions, fees and other than by ordinary plugs or jacks) to the Systems, (b) Alterations which could not reasonably be expected to affect the structural components costs and expenses of the Building or the Systems and Equipment and which cost less than $150,000 for any one (1) job and no more than $300,000 in the aggregate in any calendar year during the Lease Term (excluding any costs for painting, carpetingAlterations, and similar purely cosmetic work), shall pay to Landlord a Landlord supervision fee of five percent (c5%) Alterations which do not require a building permit, and (d) merely cosmetic work (such as painting and carpeting)of the cost of the Alterations. The construction of the initial improvements to the Premises shall be governed by the terms of the Tenant Work Letter and not the terms of this Article 8. Notwithstanding the foregoing to the contrary, Tenant may, at its sole cost and expense and without Landlord’s written consent, perform interior, non-structural alterations or additions to the Premises provided such alterations or additions do not affect the structural components of the Building or Systems and Equipment or require any permit or roof penetrations and the cost of which does not exceed $10,000 in the aggregate over a 12 month period (the “Permitted Alterations”). Tenant shall first notify Landlord at least fifteen (15) days prior to commencing any Permitted Alterations so that Landlord may post a Notice of Non-Responsibility on the Premises.

Landlord’s Consent to Alterations. Tenant may not make any improvements, alterations, additions or changes to the Premises (collectively, the “"Alterations”") without first procuring the prior written consent of Landlord to such Alterations, which consent shall be requested by Tenant not less than fifteen thirty (1530) days prior to the commencement thereof, and which consent shall not be unreasonably withheld, conditioned or delayed withheld by Landlord; provided, however, provided that Landlord may withhold its shall not be required to consent in its sole and absolute discretion with respect to any Alterations which may adversely affect cause Hazardous Material to be incorporated into or brought into the structural components of the Building Project or the Systems and Equipment in more than a de minimis manner (e.g., the mere tying into Systems shall not be subject to the sole discretion standard) or which can be seen from outside the Building. Tenant shall pay (i) for Alterations performed by Tenant, Landlord’s reasonable third-party costs incurred in connection with reviewing such Alterations, and (ii) for Alterations for which Tenant has engaged Landlord to supervise and Landlord’s contractors to perform, a supervision fee of two and one-half percent (2.5%) of the total cost of such Alteration (for the avoidance of doubt, the foregoing supervisory fee shall not be due or payable in connection with the Tenant Improvements and the Vivarium improvements and no supervisory fee shall be due or payable in connection with any capital improvements performed by Landlord). Notwithstanding the foregoing, no Landlord approval shall be required (provided advance notice shall be provided to Landlord) for (a) installation, removal or realignment of furniture systems not involving any modifications to the structure or connections (other than by ordinary plugs or jacks) to the Systems, (b) Alterations which could not reasonably be expected to affect the structural components of the Building or the Systems and Equipment and which cost less than $150,000 for any one (1) job and no more than $300,000 in the aggregate in any calendar year during the Lease Term (excluding any costs for painting, carpeting, and similar purely cosmetic work), (c) Alterations which do not require a building permit, and (d) merely cosmetic work (such as painting and carpeting)Premises. The construction of the initial improvements to the Premises shall be governed by the terms of the Tenant Work Letter Letter, attached hereto as EXHIBIT D, and not the terms of this Article ARTICLE 8. Notwithstanding the foregoing to the contrary, Tenant may make purely cosmetic changes to the Premises (i.e., changes to the carpet, wallcovering and paint) and non-structural changes to the Premises (such cosmetic and non-structural changes to be referred to hereafter collectively as the "Acceptable Changes") without Landlord's prior consent provided (i) Tenant delivers to Landlord written notice of such Acceptable Changes at least fifteen (15) days prior to the commencement thereof, (ii) such Acceptable Changes do not cost in excess of Five Thousand Dollars ($5,000.00) for any one (1) job, (iii) such Acceptable Changes do not cause Hazardous Material to be introduced into the Project or Premises; (iv) such Acceptable Changes do not affect the exterior appearance of the Building or Common Areas, or the structural aspects of the Building, or the systems and equipment of the Premises or Building; and (v) such Acceptable Changes do not require a building permit.

Landlord’s Consent to Alterations. Tenant shall have the right, without Landlord’s consent but upon five (5) business days prior Notice to Landlord, to make non-structural additions and alterations which do not create a Design Problem (“Cosmetic Alterations”) to the Premises that do not (i) affect the exterior appearance of the subject Building or (ii) affect the Building Systems or the Building Structure. Tenant shall also have the right, without the necessity of obtaining the Landlord’s prior consent, to install phone, computer and telecommunications lines and cabling that do not affect the Base Building Systems and are located entirely within the Premises. Except in connection with Cosmetic Alterations made to the Premises, Tenant may not make any improvements, alterations, additions or changes to (A) the Premises Premises, (B) the Building Structure or the Building Systems, or (C) to the Common Areas and the external portion of the Buildings, including, without limitation, the “Common Area Improvements,” as that term is defined in Section 2.1.2 of the Tenant Work Letter (collectively, the “Common Area Alterations”) (collectively, the “Alterations”) without only upon first procuring the prior written consent of Landlord to such Alterations, which consent shall be requested by Tenant not less than fifteen ten (1510) business days prior to the commencement thereof, and which consent or approval shall not be unreasonably withheld, conditioned or delayed by Landlord; provided, howeverunless a Design Problem exists, Landlord may withhold its consent in its sole and absolute discretion provided that with respect to any Alterations which may adversely affect Common Area Alterations, Landlord’s consent shall be granted or denied in accordance with the structural components procedure described with respect to Common Area Improvements, as set forth in Section 2.1.2 of the Tenant Work Letter. A “Design Problem” is defined as, and will be deemed to exist if such Alteration will (i) cause the exterior appearance of the Building or Project to be inconsistent with a first class office building project (giving due consideration to the Systems and Equipment in more than a de minimis manner (e.g.fact that many other first class office projects do not maintain features such as the Field, the mere tying into Systems shall not be subject to Patio, the sole discretion standard) or which can be seen from outside the Building. Tenant shall pay (i) for Alterations performed by Tenant, Landlord’s reasonable third-party costs incurred in connection with reviewing such AlterationsWater Features, and other outdoor areas which are part of the Project); (ii) for Alterations for which adversely or materially affect the Building Structure; (iii) adversely or materially affect the Building Systems; (iv) fail to comply with Applicable Laws; (v) conflict with the Underlying Documents (unless Tenant has engaged Landlord obtains a waiver thereof); (vi) materially affect the construction, customary operation (including, without limitation, typical ingress to supervise and egress from Building 3 and the parking facilities servicing the same) or use of Building 3; or (vii) materially affect Landlord’s contractors ability to performcomply with Landlord’s obligations under this Lease (including, a supervision fee of two and one-half percent (2.5%without limitation, Article 28) of the total cost of such Alteration (for the avoidance of doubt, the foregoing supervisory fee shall not be due or payable in connection with the Tenant Improvements and the Vivarium improvements and no supervisory fee shall be due or payable in connection with any capital improvements performed by materially affect Landlord). Notwithstanding the foregoing, no Landlord approval shall be required (provided advance notice shall be provided to Landlord) for (a) installation, removal or realignment of furniture systems not involving any modifications to the structure or connections (other than by ordinary plugs or jacks) to the Systems, (b) Alterations which could not reasonably be expected to affect the structural components of the Building or the Systems and Equipment and which cost less than $150,000 for any one (1) job and no more than $300,000 in the aggregate in any calendar year during the Lease Term (excluding any costs for painting, carpeting, and similar purely cosmetic work), (c) Alterations which do not require a building permit, and (d) merely cosmetic work (such as painting and carpeting)’s rights under this Lease. The construction of the initial improvements Tenant Improvements to the Premises shall be governed by the terms of the Tenant Work Letter and not the terms of this Article 8 (except as otherwise specifically set forth herein). Subject to the terms of Article 23 of this Lease, any Exterior Signage installed by Tenant shall comply with the provisions of this Article 8; provided, however, that item (i) in the definition of Design Problem set forth above shall be deemed replaced by the test set forth in Section 23.5 of this Lease as to “Objectionable Name.” Landlord’s failure to respond to Tenant’s notice within such ten (10) business days following Landlord’s receipt of Tenant’s Alterations request shall be deemed approval of the Alterations in question, provided that Tenant’s notice must state in bold face letters on the first page of such notice the following language: “IF LANDLORD FAILS TO RESPOND TO THIS LETTER WITHIN TEN (10) BUSINESS DAYS FROM LANDLORD’S RECEIPT OF THIS LETTER, TENANT’S REQUEST FOR LANDLORD’S APPROVAL OF THOSE CERTAIN ALTERATIONS DESCRIBED IN THIS LETTER SHALL BE DEEMED TO BE APPROVED BY LANDLORD.” Upon request, Tenant shall, subject to commercially reasonable limitations (including, without limitation, vis-à-vis quantity and location of spaces) receive, free of charge, unreserved parking passes (or parking validations in lieu of parking passes) in an amount reasonably determined by Landlord solely for the use by Tenant’s consultants, designers, architects, contractors, subcontractors, and agents (but not Tenant or its employees) during the construction of the Alterations.

Landlord’s Consent to Alterations. Tenant may not make any improvements, alterations, additions or changes to the Premises or any electrical, mechanical, plumbing or HVAC facilities or systems pertaining to the Premises (collectively, the “"Alterations”") without first procuring the prior written consent of Landlord to such Alterations, which consent shall be requested by Tenant not less than fifteen twenty (1520) days prior to the commencement thereof, and which consent shall not be unreasonably withheld, conditioned or delayed withheld by Landlord; provided, however, provided it shall be deemed reasonable for Landlord may to withhold its consent to any Alteration which would (a) violate any applicable Law, (b) adversely affect (in its sole the reasonable discretion of Landlord) or require any modification to Tenant's Building Systems or the Base Building or void any warranty on any Tenant's Building Systems or Base Building component or design, or (c) affect the (1) exterior appearance of the Project, (2) appearance of the Common Areas, (3) quiet enjoyment of other tenants or occupants of the Project, or (4) provision of services to other occupants of the Project. To the extent that Landlord grants Tenant the right to use areas within the Project, whether pursuant to the terms of this Lease or through plans and absolute discretion specifications subsequently approved by Landlord (and without implying that Landlord shall grant any such approvals), (A) in no event may Tenant use more than Tenant's Share of the areas within the Building or utility capacity made available by Landlord for general tenant usage for Tenant's installations and operations in the Premises (including chilled water, electricity, telecommunications room space, electrical room space, plenum space and riser space), and (B) Tenant shall comply with the provisions of this Section with respect to all such items, including Tenant's Off-Premises Equipment. All Alterations shall be constructed in accordance with any Alterations which may adversely affect the structural components of the Building or the Systems plans and Equipment in more than a de minimis manner (e.g.specifications approved by Landlord, the mere tying into Systems and shall not be subject to the sole discretion standard) or which can be seen from outside the Building. Tenant shall pay (i) for Alterations performed constructed, maintained, and used by Tenant, at its risk and expense, in accordance with all Laws; Landlord’s reasonable third-party costs incurred in connection 's consent to or approval of any Alterations (or the plans therefor) shall not constitute a representation or warranty by Landlord, nor Landlord's acceptance, that the same comply with reviewing such Alterationssound architectural and/or engineering practices or with all applicable Laws, and (ii) for Alterations for which Tenant has engaged Landlord to supervise and Landlord’s contractors to perform, a supervision fee of two and one-half percent (2.5%) of the total cost of such Alteration (for the avoidance of doubt, the foregoing supervisory fee shall not be due or payable in connection with the Tenant Improvements and the Vivarium improvements and no supervisory fee shall be due or payable in connection with any capital improvements performed by Landlord)solely responsible for ensuring all such compliance. Notwithstanding the foregoing, no Landlord approval Tenant shall be required permitted to make Alterations following ten (provided advance 10) business days' notice shall be provided to Landlord, but without Landlord's prior consent, to the extent that such Alterations do not (i) adversely affect the Building Structure, Landlord's Building Systems, Tenant's Building Systems, or the exterior appearance of the Building, (ii) adversely affect the value of the Premises or Building, (iii) fail to comply with applicable Laws or cause another portion of the Project to fail to comply with applicable Laws, or (iv) cost more than One Hundred Thousand and 00/100 Dollars ($100,000.00) for (a) installation, removal or realignment a particular job of furniture systems work per Lease Year and do not involving any modifications to the structure or connections (other than by ordinary plugs or jacks) to the Systems, (b) Alterations which could not reasonably be expected to affect the structural components of the Building or the Systems and Equipment and which cost less than $150,000 for any one (1) job and no exceed more than Seven Hundred Thousand and 00/100 Dollars ($300,000 in 700,000.00) throughout the aggregate in any calendar year during the entire Lease Term (excluding any costs for painting, carpeting, and similar purely cosmetic work), (c) Alterations which do not require a building permit, and (d) merely cosmetic work (such as painting and carpetingthe "Cosmetic Alterations"). The construction of the initial improvements to the Premises shall be governed by the terms of the Tenant Work Letter and not the terms of this Article 8, except as otherwise set forth in Section 8.5 below.

Landlord’s Consent to Alterations. Tenant may not make any improvements, alterations, additions or changes to the Premises (collectively, the “"Alterations”") without first procuring the prior written consent of Landlord to such Alterations, which consent shall be requested by Tenant not less than fifteen thirty (1530) days prior to the commencement thereof, and which consent shall not be unreasonably withheld, conditioned withheld or delayed by Landlord; provided. However, however, it is expressly understood and agreed that Landlord may withhold its refuse consent in its sole and absolute discretion with respect to any Alterations Alteration which may adversely affect affects the structural components structure of the Building or the Systems and Equipment in more than a de minimis manner (e.g.exterior of the Building without regard to any standard of reasonableness. With respect to any Alteration which affects the electrical, the mere tying into Systems shall not be subject to the sole discretion standard) HVAC or which can be seen from outside mechanical systems of the Building. Tenant , Landlord shall pay (i) for Alterations performed be reasonable in refusing or denying consent and in no event shall Landlord be required to give consent if Landlord incurs a cost as a result of such Alteration by Tenant, Landlord’s reasonable third-party costs incurred in connection with reviewing such Alterations, and (ii) for Alterations for which Tenant has engaged Landlord to supervise and Landlord’s contractors to perform, a supervision fee of two and one-half percent (2.5%) of the total cost of or such Alteration (for requires an increase in the avoidance of doubt, the foregoing supervisory fee shall not be due power or payable in connection with the Tenant Improvements and the Vivarium improvements and no supervisory fee shall be due or payable in connection with any capital improvements performed by Landlord). Notwithstanding the foregoing, no Landlord approval shall be required (provided advance notice shall be provided to Landlord) for (a) installation, removal or realignment of furniture systems not involving any modifications to the structure or connections (other than by ordinary plugs or jacks) to the Systems, (b) Alterations which could not reasonably be expected to affect the structural components existing capacities of the Building electrical, HVAC or mechanical systems unless Tenant agrees to pay for such costs. For purposes of this Section 8.1, it is expressly understood and agreed that if Landlord delays consent for more than ten (10) days after Landlord has received the Systems plans and Equipment specifications for such alterations and improvements in a form sufficiently detailed to obtain building permits, then such delay shall be deemed unreasonable. With respect to any repair of any existing item located within the Premises which malfunctions or requires replacement because it is broken, and which cost less than $150,000 for any one (1) job does not involve the upgrading or enhancement of such item, and no more than $300,000 such repair or replacement is in the aggregate in any calendar year during ordinary course of Tenant's business and necessary to its continued operation, then Tenant need not get Landlord's prior written consent for such repair or replacement but shall notify Landlord so that Landlord may post a notice of non-responsibility. No such notice or consent shah be required for the Lease Term (excluding any costs for painting, carpeting, and similar purely cosmetic work), (c) Alterations which do not require a building permit, and (d) merely cosmetic work (such as painting and carpeting)repair or replacement of Tenant's trade fixtures. The construction of the initial improvements to the Premises shall be governed by initially improved as provided in and subject to, the terms of the Tenant Work Letter attached hereto as Exhibit B and not the terms of this Article 8made a part hereof.

Landlord’s Consent to Alterations. Tenant may not make any improvements, alterations, additions or changes to the Premises or any mechanical, plumbing or HVAC facilities or systems pertaining to the Premises (collectively, the “"Alterations”") without first procuring the prior written consent of Landlord to such Alterations, which consent shall be requested by Tenant not less than fifteen (15) business days prior to the commencement thereof, and which consent shall not be unreasonably withheld, conditioned or delayed withheld by Landlord; provided, however, provided it shall be deemed reasonable for Landlord may to withhold its consent in its sole and absolute discretion with respect to any Alterations Alteration which may adversely affect affects the structural components portions or the systems or equipment of the Building or is visible from the Systems and Equipment in more than a de minimis manner exterior of the Building. Landlord shall provide notice of approval or disapproval of an Alterations request within ten (e.g.10) ./ -/// -26- XXXXXX REALTY, L.P. [ACADIA Pharmaceuticals Inc.] business days following the mere tying into Systems receipt of such Alterations request. Landlord's failure to provide approval or disapproval within said ten (10) business day period shall not be subject to deemed approval or disapproval. In such event, Tenant may deliver a second request for approval at the sole discretion standardexpiration of said ten (10) or which can be seen from outside business day period setting forth such failure containing the Buildingfollowing sentence at the top of such notice in bold, capitalized font at least twelve (12) points in size: "LANDLORD'S FAILURE TO RESPOND TO THIS NOTICE WITHIN TEN (10) DAYS SHALL RESULT IN LANDLORD'S DEEMED APPROVAL OF TENANT'S ALTERATIONS REQUEST" (the "Alterations Reminder Notice"). Tenant shall pay (i) for Alterations performed by TenantThereafter, Landlord’s reasonable third-party costs incurred in connection with reviewing such Alterations, and 's failure to provide approval or disapproval within ten (ii10) for days following Landlord's receipt of a Alterations for which Tenant has engaged Landlord to supervise and Landlord’s contractors to perform, a supervision fee Reminder Notice shall conclusively be deemed approval of two and one-half percent (2.5%) of the total cost of such Tenant's Alteration (for the avoidance of doubt, the foregoing supervisory fee shall not be due or payable in connection with the Tenant Improvements and the Vivarium improvements and no supervisory fee shall be due or payable in connection with any capital improvements performed by Landlord)as presented. Notwithstanding the foregoing, no Landlord approval Tenant shall be required permitted to make Alterations following ten (provided advance 10) business days' notice shall be provided to Landlord) for (a) installation, removal or realignment of furniture systems not involving any modifications but without Landlord's prior consent, to the structure extent that such Alterations do not (i) adversely affect the systems and equipment of the Building, exterior appearance of the Building, or connections (other than by ordinary plugs or jacks) to structural aspects of the SystemsBuilding, (bii) Alterations which could not reasonably be expected to adversely affect the structural components value of the Building Premises or the Systems and Equipment and which cost less than $150,000 for any one (1) job and no more than $300,000 in the aggregate in any calendar year during the Lease Term (excluding any costs for painting, carpeting, and similar purely cosmetic work)Building, (ciii) Alterations which do not require a building or construction permit, or (iv) cost more than One Hundred Thousand and 00/100 Dollars (d$100,000.00) merely cosmetic for a particular job of work (such as painting and carpetingthe "Cosmetic Alterations"). The construction of the initial improvements to the Premises shall be governed by the terms of the Tenant Work Letter and not the terms of this Article 8.

Landlord’s Consent to Alterations. Tenant may not make any improvements, alterations, additions or changes to the Premises (collectively, the “Alterations”"ALTERATIONS") without first procuring the prior written consent of Landlord to such Alterations, which consent shall be requested by Tenant not less than fifteen twenty (1520) days prior to the commencement thereof, and which consent . Landlord shall not be unreasonably withheldwithhold or delay its consent for any Alterations, conditioned unless the making or delayed by Landlord; providedinstallation of any Alteration would result in any of the following (collectively, howevera "DESIGN PROBLEM"), in which event Landlord may withhold its consent in its sole and absolute discretion with respect to any Alterations which discretion: (i) such Alteration would or may adversely affect the structural components of the Building Building, or (B) the Systems and Equipment in more than a de minimis manner Equipment; (e.g.ii) such Alteration would or may affect any area, the mere tying into Systems shall not be subject to the sole discretion standard) or which can be seen from any area, outside the Premises or the Building; or (iii) such Alteration would not comply with applicable Laws and/or would unreasonably interfere with the normal and customary business operations of other tenants of the Building. Notwithstanding the foregoing to the contrary, Tenant may make nonstructural interior alterations, additions or improvements to the interior of the Premises (collectively, the "ACCEPTABLE CHANGES") without Landlord's consent, provided that: (1) Tenant delivers to Landlord written notice of such Acceptable Changes at least ten (10) days prior to the commencement thereof; (2) the aggregate cost of all such Acceptable Changes during any twelve (12) consecutive month period does not exceed Fifty Thousand Dollars ($50,000.00) (provided, however, this clause (2) shall not apply to Tenant's installation of telephone, computer and telecommunications cabling located entirely within the Premises); (3) such Acceptable Changes shall be performed by or on behalf of Tenant in compliance with the other provisions of this Article 8; (4) such Acceptable Changes do not require the issuance of a building permit or other governmental approval; (5) such Acceptable Changes would not result in a Tenant Design Problem; and (6) such Acceptable Changes shall be performed by qualified contractors and subcontractors which normally and regularly perform similar work in Comparable Buildings. Tenant shall pay (i) for Alterations performed by Tenantall overhead, Landlord’s reasonable third-party general conditions, fees and other costs incurred in connection with reviewing such and expenses of the Alterations, and (ii) for Alterations for which . Tenant has engaged shall also pay to Landlord to supervise and Landlord’s contractors to perform, a Landlord supervision fee of two and one-half five percent (2.55%) of the total cost of the Alterations if the Alterations, with respect to any one job, cost under Fifty Thousand Dollars ($50,000), or three percent (3%) of the cost of the Alterations if the Alterations, with respect to any one job, cost Fifty Thousand Dollars ($50,000) or more; provided no such Alteration (for the avoidance of doubt, the foregoing supervisory fee shall not be due or payable in connection with the Tenant Improvements and the Vivarium improvements and no supervisory Landlord supervision fee shall be due or payable in connection with any capital improvements performed by Landlord). Notwithstanding the foregoing, no Landlord approval shall be required (provided advance notice shall be provided to Landlord) charged for (a) installation, removal or realignment of furniture systems not involving any modifications to the structure or connections (other than by ordinary plugs or jacks) to the Systems, (b) Alterations which could not reasonably be expected to affect the structural components of the Building or the Systems and Equipment and which cost less than $150,000 for any one (1) job and no more than $300,000 in the aggregate in any calendar year during the Lease Term (excluding any costs for painting, carpeting, and similar purely cosmetic work), (c) Alterations which that do not require a building permitpermit but, and (d) merely cosmetic work (in such as painting and carpeting). The construction case, Tenant shall promptly reimburse Landlord for the costs incurred by Landlord in posting any notices of the initial improvements to the Premises shall be governed by the terms of the Tenant Work Letter and not the terms of this Article 8non-responsibility in connection therewith.

Landlord’s Consent to Alterations. Tenant shall have the right, without Landlord's consent but upon five (5) business days' prior notice to Landlord, to make strictly cosmetic, non‑structural additions and alterations ("Cosmetic Alterations") to the Premises that do not (i) require a construction permit, or (ii) cause a Design Problem (as that term is defined in the Tenant Work Letter). Except for Cosmetic Alterations, Tenant may not make any improvements, alterations, additions or changes to the Premises or any mechanical, plumbing or HVAC facilities or systems pertaining to the Premises (collectively, the “"Alterations”") without first procuring the prior written consent of Landlord to such Alterations, which consent shall be requested by Tenant not less than fifteen ten (1510) business days prior to the commencement thereof, and which consent shall not be unreasonably withheld, conditioned or delayed by Landlord; provided, however, provided it shall be deemed reasonable for Landlord may to withhold its consent in its sole and absolute discretion with respect to any Alterations Alteration which may adversely affect constitutes a Design Problem. If Landlord disapproves of any proposed Alterations, Landlord shall respond, in writing, stating the structural components grounds for such disapproval, within ten (10) business days after receipt of Tenant’s request for approval of the Building proposed Alterations. If Landlord fails to respond with its approval or disapproval within ten (10) business days after receipt of Tenant’s request, then Tenant may send Landlord a reminder notice setting forth such failure containing the Systems following sentence at the top of such notice in bold, capitalized font at least twelve (12) points in size: "LANDLORD'S FAILURE TO RESPOND TO THIS NOTICE WITHIN FIVE (5) BUSINESS DAYS SHALL RESULT IN LANDLORD'S DEEMED APPROVAL OF TENANT'S ALTERATION" (the "Reminder Notice"). Any such Reminder Notice shall include a complete copy of Tenant's plans and Equipment in more than specification for such Alteration. If Landlord fails to respond within five (5) business days after receipt of a de minimis manner (e.g.Reminder Notice, the mere tying into Systems shall not be subject to the sole discretion standard) or which can be seen from outside the Building. Tenant shall pay (i) for Alterations performed by then Tenant, Landlord’s reasonable third-party costs incurred in connection with reviewing such Alterations, and (ii) for Alterations Alteration for which Tenant has engaged Landlord to supervise and requested Landlord’s contractors to perform, a supervision fee of two and one-half percent (2.5%) of the total cost of such Alteration (for the avoidance of doubt, the foregoing supervisory fee shall not be due or payable in connection with the Tenant Improvements and the Vivarium improvements and no supervisory fee shall be due or payable in connection with any capital improvements performed by Landlord). Notwithstanding the foregoing, no Landlord 's approval shall be required (provided advance notice shall be provided to deemed approved by Landlord) for (a) installation, removal or realignment of furniture systems not involving any modifications to the structure or connections (other than by ordinary plugs or jacks) to the Systems, (b) Alterations which could not reasonably be expected to affect the structural components of the Building or the Systems and Equipment and which cost less than $150,000 for any one (1) job and no more than $300,000 in the aggregate in any calendar year during the Lease Term (excluding any costs for painting, carpeting, and similar purely cosmetic work), (c) Alterations which do not require a building permit, and (d) merely cosmetic work (such as painting and carpeting). The construction of the initial improvements to the Premises shall be governed by the terms of the Tenant Work Letter and not the terms of this Article 8.

Landlord’s Consent to Alterations. Tenant may not make any improvements, alterations, additions or changes to the Premises or any mechanical, plumbing or HVAC facilities or systems pertaining to the Premises (collectively, the “Alterations”"ALTERATIONS") without first procuring the prior written consent of Landlord to such Alterations, which consent shall be requested by Tenant not less than fifteen ten (1510) business days prior to the commencement thereof, and which consent shall not be unreasonably withheld, conditioned or delayed withheld by Landlord; provided, however, provided it shall be deemed reasonable for Landlord may to withhold its consent in its sole and absolute discretion with respect to any Alterations Alteration which may adversely affect affects the structural components portions or the systems or equipment of the Building or is visible from the Systems and Equipment in more than a de minimis manner (e.g., the mere tying into Systems shall not be subject to the sole discretion standard) or which can be seen from outside exterior of the Building. Notwithstanding the foregoing, Tenant shall pay be permitted to make Alterations following ten (10) business days notice to Landlord, but without Landlord's prior consent, to the extent that such Alterations (i) for Alterations performed by Tenantdo not, Landlord’s reasonable third-party costs incurred in connection with reviewing such Alterationsthe aggregate, exceed a cost of $50,000.00 per Alteration, and (ii) for Alterations for which Tenant has engaged Landlord to supervise and Landlord’s contractors to perform, a supervision fee of two and one-half percent (2.5%) of the total cost of such Alteration (for the avoidance of doubt, the foregoing supervisory fee shall do not be due or payable in connection with the Tenant Improvements and the Vivarium improvements and no supervisory fee shall be due or payable in connection with any capital improvements performed by Landlord). Notwithstanding the foregoing, no Landlord approval shall be required (provided advance notice shall be provided to Landlord) for (a) installation, removal or realignment of furniture systems not involving any modifications to the structure or connections (other than by ordinary plugs or jacks) to the Systems, (b) Alterations which could not reasonably be expected to adversely affect the structural components Building systems, Building Structure or the exterior appearance of the Building (the "COSMETIC ALTERATIONS"). For purposes of determining the cost of an Alteration, work done in phases or stages shall be considered part of the Systems and Equipment and which cost less than $150,000 for any one (1) job and no more than $300,000 in the aggregate in any calendar year during the Lease Term (excluding any costs for painting, carpetingsame Alteration, and similar purely cosmetic work), (c) Alterations which do not require any Alteration shall be deemed to include all trades and materials involved in accomplishing a building permit, and (d) merely cosmetic work (such as painting and carpeting)particular result. The construction of the initial improvements to the Premises shall be governed by the terms of the Tenant Work Letter and not the terms of this Article 8. Notwithstanding anything to the contrary in this Article 8, Landlord's consent shall not be required (but Tenant shall provide Landlord with at least ten (10) days prior notice for any such installation costing, in the aggregate, more than $25,000.00) for the installation or modification of trade fixtures, furniture and trade equipment which (A) do not require a permit, and (B) may be removed from the Premises without injury thereto (including, without limitation, demountable partitions, refrigerators and other kitchen appliances, computer racking and similar demountable fixtures) (collectively, "TRADE FIXTURES").

Landlord’s Consent to Alterations. Tenant may not make any improvements, alterations, additions or changes to the Premises (collectively, the “Alterations”"ALTERATIONS") without first procuring the prior written consent of Landlord to such Alterations, which consent shall be requested by Tenant not less than fifteen thirty (1530) days prior to the commencement thereof, and which consent . Landlord shall not be unreasonably withheldwithhold or delay its consent for any Alterations, conditioned or delayed by Landlord; provided, however, except that Landlord may withhold its consent consent, in its sole and absolute discretion discretion, with respect to any such Alterations which may adversely affect (i) are located on the structural components roof of the Building or the Systems and Equipment in more than a de minimis manner Building(s) (e.g.including any telecommunications and/or other equipment thereon), the mere tying into Systems shall not be subject to the sole discretion standard(ii) or which can be seen from outside the BuildingPremises or either of the Buildings, and/or (iii) are likely to have an adverse effect on the structural components or Systems and Equipment of the Buildings. Tenant shall pay (i) for Alterations performed by Tenantall overhead, Landlord’s reasonable third-party general conditions, fees and other costs incurred in connection with reviewing such and expenses of the Alterations, and (ii) for Alterations for which Tenant has engaged shall pay to Landlord to supervise and Landlord’s contractors to perform, a Landlord supervision fee of two and one-half percent (2.52%) of the total cost of such Alteration the Alterations excluding any of Tenant's movable fixtures and equipment which are not affixed to the Premises. The supervision fee described in the immediately preceding sentence shall also apply to the initial build-out by or for Tenant of any First Offer Space and/or FHS Expansion Space leased by Tenant pursuant to this Lease. Notwithstanding anything to the contrary contained in this Section 8.1, Tenant may make non-structural interior alterations, additions or improvements to the interior of the Premises (for the avoidance of doubtcollectively, the foregoing supervisory fee "ACCEPTABLE CHANGES") without Landlord's consent, provided that: (i) Tenant delivers to Landlord written notice of such Acceptable Changes at least ten (10) days prior to the commencement thereof; (ii) the aggregate cost of all such Acceptable Changes during any twelve (12) consecutive month period does not exceed One Hundred Fifty Thousand Dollars ($150,000.00); (iii) such Acceptable Changes shall not be due performed by or payable on behalf of Tenant in connection compliance with the Tenant Improvements and other provisions of this Article 8; (iv) such Acceptable Changes do not require the Vivarium improvements and no supervisory fee shall be due issuance of a building permit or payable in connection with other governmental approval; (v) such Acceptable Changes do not affect any capital improvements performed by Landlord). Notwithstanding the foregoing, no Landlord approval shall be required (provided advance notice shall be provided to Landlord) for (a) installation, removal or realignment of furniture systems not involving any modifications to the structure or connections (other than by ordinary plugs or jacks) to the Systems, (b) Alterations which could not reasonably be expected to affect the structural components of the Building or the Systems and Equipment and which cost less than $150,000 for any one (1) job and no more than $300,000 in or the aggregate in any calendar year during ground floor lobby areas of the Lease Term (excluding any costs for painting, carpetingBuildings, and similar purely cosmetic work), (c) Alterations which do cannot require a building permit, be seen from outside the Premises; and (dvi) merely cosmetic such Acceptable Changes shall be performed by qualified contractors and subcontractors which normally and regularly perform similar work (such as painting and carpeting)in Comparable Buildings. The construction of the initial improvements to the Premises (and the Landlord supervision fee therefor) shall be governed by the terms of the Tenant Work Letter and not the terms of this Article 8.

Landlord’s Consent to Alterations. Tenant may not make any improvements, alterations, additions or changes to the Premises or the Building or any mechanical, plumbing or HVAC facilities or systems pertaining to the Premises or the Building which affect the Building Structure, Building Systems or exterior appearance of the Building (collectively, the “Alterations”"ALTERATIONS") without first procuring the prior written consent of Landlord to such Alterations, which consent shall be requested by Tenant not less than fifteen ten business (1510) days prior to the commencement thereof, and which consent shall not be unreasonably withheld, conditioned or delayed by Landlord; provided, however, provided it shall be deemed reasonable for Landlord may to withhold its consent in its sole and absolute discretion with respect to any Alterations Alteration which may adversely affect affects the structural components Building Structure, Building Systems or exterior appearance of the Building Building, unless Tenant implements such reasonable conditions as Landlord may require to eliminate, or mitigate, to Landlord's reasonable satisfaction, such adverse affect. Notwithstanding the Systems and Equipment in more than a de minimis manner (e.g.foregoing sentence, the mere tying into Systems Landlord's consent shall not be subject required for decorative changes to the sole discretion standard) Premises, which do not affect the Building Structure, Building Systems or which can be seen from outside exterior appearance of the Building. Tenant shall pay (iuse Landlord's mechanical, electrical and plumbing engineer(s) for Alterations performed all mechanical, electrical and plumbing design(s) for the Building, provided that the cost of the services provided by Tenantsuch engineer(s) is competitive. Notwithstanding anything to the contrary, Landlord’s reasonable third-party costs incurred in connection 's "consent" to any Alterations shall only constitute permission for Tenant to proceed with reviewing such Alterationsthe requested work, and (ii) shall not be deemed to constitute a representation or agreement on the part of Landlord that it has reviewed the plans and/or specifications for any such Alterations for or approved the methods by which Tenant has engaged proposes to construct or install such work. No additional locks shall be placed upon any doors, windows or transoms in or to the Premises or the Building, nor shall Tenant change existing locks or the mechanism thereof, without Landlord's consent, which consent shall be given if Tenant provides to Landlord keys and/or access cards for use only in emergency situations threatening injury to supervise persons and Landlord’s contractors damage to performproperty. Notwithstanding anything to the contrary, a supervision fee of two and one-half percent no awnings or other projections shall be attached to the outside walls (2.5%building perimeter) of the total cost of such Alteration (for the avoidance of doubtBuilding without Landlord's written consent, the foregoing supervisory fee shall not which consent may be due or payable withheld in connection with the Tenant Improvements and the Vivarium improvements and no supervisory fee shall be due or payable in connection with any capital improvements performed by Landlord). Notwithstanding the foregoing, no Landlord approval shall be required (provided advance notice shall be provided to Landlord) for (a) installation, removal or realignment of furniture systems not involving any modifications to the structure or connections (other than by ordinary plugs or jacks) to the Systems, (b) Alterations which could not reasonably be expected to affect the structural components of the Building or the Systems and Equipment and which cost less than $150,000 for any one (1) job and no more than $300,000 in the aggregate in any calendar year during the Lease Term (excluding any costs for painting, carpeting, and similar purely cosmetic work), (c) Alterations which do not require a building permit, and (d) merely cosmetic work (such as painting and carpeting). The construction of the initial improvements to the Premises shall be governed by the terms of the Tenant Work Letter and not the terms of this Article 8's sole discretion.

Landlord’s Consent to Alterations. Except as provided hereinbelow, Tenant may not make any improvements, alterations, additions or changes to the Premises (collectively, the “Alterations”) without first procuring the prior written consent of Landlord to such Alterations, which consent shall be requested by Tenant not less than fifteen (15) business days prior to the commencement thereof, and which consent . Landlord shall not be unreasonably withheldwithhold or delay its consent for any Alterations, conditioned or delayed by Landlord; provided, however, except that Landlord may withhold its consent consent, in its sole and absolute discretion discretion, with respect to any such Alterations which may adversely (i) affect the structural components of the Building or the Systems and Equipment in more than a de minimis manner (e.g.any area, the mere tying into Systems shall not be subject to the sole discretion standard) or which can be seen from any area, outside the Premises or the Building, and/or (ii) affect the structural components or Systems and Equipment of the Building. Notwithstanding anything to the contrary contained in this Section 8.1, Tenant may make non-structural interior alterations, additions or improvements to the interior of the Premises (collectively, the “Acceptable Changes”) without Landlord’s consent, provided that: (a) Tenant delivers to Landlord written notice of such Acceptable Changes at least ten (10) days prior to the commencement thereof; (b) the aggregate cost of all such Acceptable Changes during any twelve (12) consecutive month period does not exceed Fifty Thousand Dollars ($50,000.00); (c) such Acceptable Changes shall be performed by or on behalf of Tenant in compliance with the other provisions of this Article 8; (d) such Acceptable Changes do not require the issuance of a building permit or other governmental approval; (e) such Acceptable Changes do not affect any Systems and Equipment, the ground floor lobby areas of the Building, pertain to painting of the exposed brick portions of the Premises, and cannot be seen from outside the Premises; and (f) such Acceptable Changes shall be performed by qualified contractors and subcontractors which normally and regularly perform similar work in the Comparable Buildings. Tenant shall pay (i) for all overhead, general conditions, fees, taxes and other costs and expenses of the Alterations performed by Tenantand except for Acceptable Changes, Landlord’s reasonable third-party costs incurred in connection with reviewing such Alterations, and (ii) for Alterations for which Tenant has engaged shall pay to Landlord the Alteration Supervision Fee. The “Alteration Supervision Fee” shall be an amount equal to supervise and Landlord’s contractors to perform, a supervision fee of two and one-half zero percent (2.50%) of the total costs of the Alterations if such costs are, in the aggregate, up to $49,999.99, six percent (6%) of the costs of such Alterations if such costs are, in the aggregate, between $50,000.00 and $99,999.99, five percent (5%) of the cost of the Alterations, if such Alteration costs are, in the aggregate, between $100,000.00 and $250,000.00, or four percent (for the avoidance of doubt, the foregoing supervisory fee shall not be due or payable in connection with the Tenant Improvements and the Vivarium improvements and no supervisory fee shall be due or payable in connection with any capital improvements performed by Landlord). Notwithstanding the foregoing, no Landlord approval shall be required (provided advance notice shall be provided to Landlord4%) for (a) installation, removal or realignment of furniture systems not involving any modifications to the structure or connections (other than by ordinary plugs or jacks) to the Systems, (b) Alterations which could not reasonably be expected to affect the structural components of the Building or the Systems and Equipment and which cost less than $150,000 for any one (1) job and no more than $300,000 costs of such Alterations, if such costs are, in the aggregate aggregate, in any calendar year during the Lease Term (excluding any costs for painting, carpeting, and similar purely cosmetic work), (c) Alterations which do not require a building permit, and (d) merely cosmetic work (such as painting and carpeting)excess of $250,000.00. The construction of the initial improvements to the Premises (and the Landlord supervision fee therefor) shall be governed by the terms of the Tenant Work Letter and not the terms of this Article 8.

Landlord’s Consent to Alterations. Tenant may not make any improvements, alterations, additions or changes to the Premises (collectively, the “Alterations”) without first procuring the prior written consent of Landlord to such Alterations, which consent shall be requested by Tenant not less than fifteen ten (1510) calendar days prior to the commencement thereof, and which consent shall not be unreasonably withheld, conditioned or delayed withheld by Landlord; provided, however, provided that it shall be deemed reasonable for Landlord may to withhold its consent in its sole and absolute discretion with respect to any Alterations which would or may adversely result in any of the following (collectively, a “Design Problem”): (i) such Alteration would affect the structural components of the Building or adversely affect the Systems and Equipment in more than a de minimis manner Equipment; (e.g.ii) such Alteration would affect any area, the mere tying into Systems shall not be subject to the sole discretion standard) or which can be seen from any area, outside the Premises or the Building; (iii) such Alteration would not comply with applicable Laws or any other provisions of this Lease; (iv) such Alteration would unreasonably interfere with the normal and customary business operations of other tenants of the Building or Project; or (v) such Alteration would or may cause or create a dangerous or hazardous condition. Landlord shall notify Tenant of its approval or disapproval of any such Alterations within ten (10) calendar days after receipt of Tenant’s written request therefor; if Landlord fails to notify Tenant of such approval or disapproval and such failure continues for three (3) calendar days after notice of such failure from Tenant, then Landlord shall be deemed to have approved the Alterations so requested by Tenant. Tenant shall pay (i) for Alterations performed by Tenantall overhead, Landlord’s reasonable third-party general conditions, fees and other costs incurred in connection with reviewing such and expenses of the Alterations, and (ii) for Alterations for which Tenant has engaged shall pay to Landlord to supervise and Landlord’s contractors to perform, a Landlord supervision fee of two one and one-half percent (2.51.5%) of the total “hard” construction cost of such Alteration the Alterations. Notwithstanding anything to the contrary contained in this Section 8.1, Tenant may make non-structural interior alterations, additions or improvements to the interior of the Premises, including, without limitation, installation of telephone, computer and telecommunication lines and cables within the interior of the Premises (for the avoidance of doubtcollectively, the foregoing supervisory fee shall “Acceptable Changes”) without Landlord’s consent, provided that: (A) Tenant delivers to Landlord written notice of such Acceptable Changes at least ten (10) days prior to the commencement thereof; (B) the cost of each such Acceptable Change does not be due or payable in connection with the Tenant Improvements and the Vivarium improvements and no supervisory fee exceed Fifty Thousand Dollars ($50,000.00) (but there shall be due no cap on the cost of any purely cosmetic or payable in connection with any capital improvements performed by Landlord). Notwithstanding the foregoing, no Landlord approval shall be required (provided advance notice shall be provided to Landlord) for (a) installation, removal or realignment of furniture systems not involving any modifications decorative interior non-structural changes made to the structure or connections (other than by ordinary plugs or jacks) to the SystemsPremises [such as, (b) Alterations which could not reasonably be expected to affect the structural components of the Building or the Systems for example, painting and Equipment and which cost less than $150,000 for any one (1) job and no more than $300,000 in the aggregate in any calendar year during the Lease Term (excluding any costs for painting, carpeting, and similar purely cosmetic carpeting work), (c) Alterations ] which do not require the issuance of a building permit, permit or other governmental approval); (C) such Acceptable Changes shall be performed by or on behalf of Tenant in compliance with the other provisions of this Article 8; and (dD) merely cosmetic work (such as painting and carpeting)Acceptable Changes would not result in a Design Problem. The construction of the initial improvements to the Premises shall be governed by the terms of the Tenant Work Letter and not the terms of this Article 8.

Landlord’s Consent to Alterations. Except for any Minor Alterations, Tenant may not make any improvements, alterations, additions or changes to the Premises (collectively, the “Alterations”) Alterations without first procuring the prior written consent of Landlord to such Alterations, which consent shall be requested by Tenant not less than fifteen twenty (1520) days prior to the commencement thereof, and which consent shall not be unreasonably withheld, conditioned or delayed withheld by Landlord; provided, however, . It shall be deemed reasonable for Landlord may to withhold its consent in its sole and absolute discretion with respect to any Alterations Alteration which may materially or adversely affect affects the structural components Building Structure, Building Systems or exterior appearance of the Building Building. Landlord’s approval of an Alteration (or the Systems plans and Equipment in more than a de minimis manner (e.g., the mere tying into Systems specifications therefor) shall not be subject to a representation by Landlord that the sole discretion standard) Alteration complies with applicable Laws or which can will be seen from outside structurally sound or adequate for Tenant’s use, and Tenant shall be responsible for ensuring the Buildingsame. Landlord may designate reasonable rules, regulations, procedures and conditions of approval for any Alterations by Tenant, including without limitation a requirement that Tenant obtain payment and/or completion bonds and that Tenant obtain “builder’s risk” insurance for any Alterations. Tenant shall pay be required to use (iat Tenant’s sole cost) for Alterations performed by Tenant, Landlord’s reasonable third-party costs incurred in connection with reviewing such Alterationsmechanical, electrical and (iiplumbing contractor(s) for to perform all design services and review of all Alterations for of Tenant which Tenant has engaged Landlord to supervise and Landlord’s contractors to perform, a supervision fee of two and one-half percent (2.5%) of involve the total cost of such Alteration (for the avoidance of doubt, the foregoing supervisory fee shall not be due or payable in connection with the Tenant Improvements and the Vivarium improvements and no supervisory fee shall be due or payable in connection with any capital improvements performed by Landlord)Building Systems. Notwithstanding the foregoingpreceding sentence to the contrary, no Landlord approval Tenant shall be required (have the right to make Minor Alterations, provided advance notice shall be provided to Landlord) for that (a) installationTenant provides Landlord with no less than twenty (20) days prior written notice of such Minor Alterations, removal or realignment including the nature and estimated cost thereof, and Landlord shall be entitled to post a notice of furniture systems not involving any modifications to the structure or connections (other than by ordinary plugs or jacks) to the Systems, non-responsibility; and (b) such Minor Alterations which could not reasonably be expected to affect the structural components of the Building or the Systems and Equipment and which cost less than $150,000 for any one (1) job and no more than $300,000 in the aggregate in any calendar year during the Lease Term (excluding any costs for painting, carpeting, and similar purely cosmetic work), (c) Alterations which do not require a building permit, and (d) merely cosmetic work (such as painting and carpeting). The construction of the initial improvements to the Premises shall be governed by the terms of the Tenant Work Letter completed and not the terms installed in compliance with all other provisions of this Article 8.

Landlord’s Consent to Alterations. Tenant may not make any improvements, alterations, additions or changes to the Premises or any mechanical, plumbing or HVAC facilities or systems pertaining to the Premises (collectively, the “Alterations”) without first procuring the prior written consent of Landlord to such Alterations, which consent shall be requested by Tenant not less than fifteen thirty (1530) days prior to the commencement thereof, and which consent shall not be unreasonably withheld, conditioned or delayed by Landlord, provided it shall be deemed reasonable for Landlord to withhold its consent to any Alteration which adversely affects the structural portions or the systems or equipment of the Building or is visible from the exterior of the Building. Notwithstanding anything in this Article 8 to the contrary, Tenant shall have the right, without Landlord’s consent but upon five (5) business days prior notice to Landlord, to make strictly cosmetic, non-structural additions and alterations to the Premises (“Cosmetic Alterations”) that do not (i) affect the exterior appearance of the Premises or Building, or (ii) affect the Building’s electrical, ventilation, plumbing, elevator, mechanical, air conditioning or other systems; provided, however, that Landlord may withhold its consent in its sole and absolute discretion with respect hereby agrees that no notice to any Alterations which may adversely affect Landlord shall be required for the structural components hanging of the Building art or the Systems and Equipment in more than a de minimis manner (e.g.other typical office decorations, the mere tying into Systems posting of required workplace notices, and the installation of whiteboards. Notwithstanding that Landlord’s consent shall not be subject to the sole discretion standard) or which can be seen from outside the Building. required for any Cosmetic Alterations, Tenant shall pay (i) for Alterations performed by Tenant, Landlord’s reasonable third-party costs incurred otherwise comply with the terms of this Article 8 in connection with reviewing such Alterations, and (ii) for Alterations for which Tenant has engaged Landlord to supervise and Landlord’s contractors to perform, a supervision fee of two and one-half percent (2.5%) of the total cost of such Alteration (for the avoidance of doubt, the foregoing supervisory fee shall not be due or payable in connection with the Tenant Improvements and the Vivarium improvements and no supervisory fee shall be due or payable in connection with any capital improvements performed by Landlord). Notwithstanding the foregoing, no Landlord approval shall be required (provided advance notice shall be provided to Landlord) for (a) installation, removal or realignment of furniture systems not involving any modifications to the structure or connections (other than by ordinary plugs or jacks) to the Systems, (b) Alterations which could not reasonably be expected to affect the structural components of the Building or the Systems and Equipment and which cost less than $150,000 for any one (1) job and no more than $300,000 in the aggregate in any calendar year during the Lease Term (excluding any costs for painting, carpeting, and similar purely cosmetic work), (c) Alterations which do not require a building permit, and (d) merely cosmetic work (such as painting and carpeting)therewith. The construction of the initial improvements to the Premises shall be governed by the terms of the Tenant Work Letter and not the terms of this Article 8.

Landlord’s Consent to Alterations. Tenant may not make any improvements, alterations, additions or changes to the Premises or any mechanical, plumbing or HVAC facilities or systems pertaining to the Premises (collectively, the “Alterations”) without first procuring the prior written consent of Landlord to such Alterations, which consent shall be requested by Tenant not less than fifteen twenty-five (1525) days prior to the commencement thereof, and which consent shall not be unreasonably withheld, conditioned or delayed withheld by Landlord; provided, however, provided it shall be deemed reasonable for Landlord may to withhold its consent in its sole and absolute discretion with respect to any Alterations Alteration which may adversely affect affects the structural components portions or the systems or equipment of the Building or is visible from the Systems and Equipment in more than a de minimis manner (e.g., the mere tying into Systems shall not be subject to the sole discretion standard) or which can be seen from outside exterior of the Building. If Landlord fails to provide approve or disapprove of an Alteration within said twenty-five (25) day period, then Tenant may deliver a second request for approval at the expiration of said twenty-five (25) day period setting forth such failure containing the following sentence at the top of such notice in bold, capitalized font at least twelve (12) points in size: “LANDLORD’S FAILURE TO RESPOND TO THIS NOTICE WITHIN FIVE (5) BUSINESS DAYS SHALL RESULT IN LANDLORD’S DEEMED APPROVAL OF TENANT’S ALTERATION” (the “Reminder Notice”). Any such Reminder Notice shall pay (i) include a complete copy of Tenant’s plans and specification for Alterations performed by Tenant, such Alteration. Landlord’s reasonable third-party costs incurred in connection with reviewing such Alterations, and (ii) for Alterations for which Tenant has engaged Landlord failure to supervise and Landlord’s contractors to perform, a supervision fee of two and one-half percent (2.5%) of the total cost of such Alteration (for the avoidance of doubt, the foregoing supervisory fee shall not be due provide approval or payable in connection with the Tenant Improvements and the Vivarium improvements and no supervisory fee shall be due or payable in connection with any capital improvements performed by Landlord). Notwithstanding the foregoing, no Landlord approval shall be required (provided advance notice shall be provided to Landlord) for (a) installation, removal or realignment of furniture systems not involving any modifications to the structure or connections (other than by ordinary plugs or jacks) to the Systems, (b) Alterations which could not reasonably be expected to affect the structural components of the Building or the Systems and Equipment and which cost less than $150,000 for any one (1) job and no more than $300,000 in the aggregate in any calendar year during the Lease Term (excluding any costs for painting, carpeting, and similar purely cosmetic work), (c) Alterations which do not require a building permit, and (d) merely cosmetic work (such as painting and carpeting). The construction of the initial improvements to the Premises shall be governed by the terms of the Tenant Work Letter and not the terms of this Article 8.disapproval within five

Landlord’s Consent to Alterations. Tenant may not make any improvements, alterations, additions or changes to the Premises or any mechanical, plumbing or HVAC facilities or systems pertaining to the Premises (collectively, the “"Alterations”") without first procuring the prior written consent of Landlord to such Alterations, which consent shall be requested by Tenant not less than fifteen (15) days prior to the commencement thereof, and which consent shall not be unreasonably withheld, conditioned or delayed withheld by Landlord; provided, however, provided it shall be deemed reasonable for Landlord may to withhold its consent in its sole and absolute discretion with respect to any Alterations Alteration which may adversely affect affects the structural components portions or the systems or equipment of the Building or is visible from the Systems and Equipment in more than a de minimis manner (e.g., the mere tying into Systems shall not be subject to the sole discretion standard) or which can be seen from outside exterior of the Building. Tenant shall pay (i) for Alterations performed by Tenant, Landlord’s reasonable third-party costs incurred in connection with reviewing such Alterations, and (ii) for Alterations for which Tenant has engaged Landlord to supervise and Landlord’s contractors to perform, a supervision fee of two and one-half percent (2.5%) of the total cost of such Alteration (for the avoidance of doubt, the foregoing supervisory fee shall not be due or payable in connection with the Tenant Improvements and the Vivarium improvements and no supervisory fee shall be due or payable in connection with any capital improvements performed by Landlord). Notwithstanding the foregoing, no Landlord approval Tenant shall be required permitted to make Alterations following ten (provided advance 10) business days' notice shall be provided to Landlord) for (a) installation, removal or realignment of furniture systems not involving any modifications but without Landlord's prior consent, to the structure extent that such Alterations are decorative only (i.e., installation of carpeting or connections (other than by ordinary plugs or jacks) to the Systems, (b) Alterations which could not reasonably be expected to affect the structural components painting of the Building or the Systems and Equipment and which cost less than $150,000 for any one (1) job and no more than $300,000 in the aggregate in any calendar year during the Lease Term (excluding any costs for painting, carpeting, and similar purely cosmetic work), (c) Alterations which do not require a building permit, and (d) merely cosmetic work (such as painting and carpetingPremises). The construction of the initial improvements to the Premises shall be governed by the terms of the Tenant Work Letter and not the terms of this Article 8. For Specialty Alterations (as defined below) Landlord will notify Tenant at the time Tenant’s plans for such work are approved of whether Landlord will require removal of all or any portion of the Specialty Alteration at the expiration of the term. For Alterations that are decorative or cosmetic Alterations and for any Alterations that Tenant may install without Landlord’s consent, Landlord will notify Tenant at the expiration of the term if Landlord will require removal; provided, however, Tenant may request at the time it notifies Landlord of any decorative or cosmetic Alterations that Landlord notify Tenant whether such decorative or cosmetic Alterations are to be removed and, in such event, Landlord shall inform Tenant of the same within five (5) days of Tenant’s request. At least one hundred eighty (180) days prior to the expiration of the Term either Landlord or Tenant may request, in a written notice to the other, a walk-through of the Premises at which time Landlord may (i) notify Tenant in writing of the requirement to remove Alterations with respect to those Alterations which Landlord has not previously identified as not a required removable, and (ii) reverse, in a written notice to Tenant, any prior decision to remove a Specialty Alteration in favor of leaving it in place.

Landlord’s Consent to Alterations. Tenant may not make any improvements, alterations, additions or changes to the Premises (collectively, the “Alterations”"ALTERATIONS") without first procuring the prior written consent of Landlord to such Alterations, which consent shall be requested by Tenant not less than fifteen thirty (1530) days prior to the commencement thereof, and which consent (as indicated in Section 29.4 below) shall not be unreasonably withheld, conditioned or delayed withheld by Landlord; provided. However, howeverTenant may make (i) cosmetic changes to the finish work in the Premises, not requiring any structural or other substantial modifications to the Premises (e.g., voice/data cabling), without Landlord's prior consent, (ii) cosmetic changes to the interior of any Tenant space within the Building (e.g., changes to the carpet, wallcovering and paint) and (iii) nonstructural changes to the interior of any Tenant space within the Building (such cosmetic and nonstructural changes to be referred to hereafter collectively as the "ACCEPTABLE CHANGES") upon at least ten (10) days prior notice to Landlord may withhold its but without Landlord's prior consent in its sole and absolute discretion provided (a) with respect to any Alterations which may adversely affect the structural components changes described in Subsection 8.1(iii) above only, such changes do not cost in excess of Two Dollars ($2.00) per usable square foot of the Building or the Systems and Equipment in more than a de minimis manner (e.g., the mere tying into Systems shall not be subject to the sole discretion standard) or which can be seen from outside the Building. Tenant shall pay (i) for Alterations performed by Tenant, Landlord’s reasonable third-party costs incurred in connection with reviewing such Alterations, and (ii) for Alterations for which Tenant has engaged Landlord to supervise and Landlord’s contractors to perform, a supervision fee of two and one-half percent (2.5%) of the total cost of such Alteration (for the avoidance of doubt, the foregoing supervisory fee shall not be due or payable in connection with the Tenant Improvements and the Vivarium improvements and no supervisory fee shall be due or payable in connection with any capital improvements performed by Landlord). Notwithstanding the foregoing, no Landlord approval shall be required (provided advance notice shall be provided to Landlord) for (a) installation, removal or realignment of furniture systems not involving any modifications to the structure or connections (other than by ordinary plugs or jacks) to the Systems, (b) Alterations which could not reasonably be expected to affect the structural components of the Building or the Systems and Equipment and which cost less than $150,000 Premises for any one (1) job and no more than $300,000 in job, (b) such Acceptable Changes do not affect the aggregate in exterior appearance of the Building or Common Areas, the structural aspects of the Building, or any calendar year during the Lease Term (excluding any costs for painting, carpetingBuilding System or Equipment, and similar purely cosmetic work), (c) Tenant shall perform such Acceptable Changes in a good and workmanlike manner and in conformance with any and all applicable federal, state, county or municipal laws, rules or PEREGRINE SYSTEMS CORPORATE CENTER [Peregrine Systems] regulations (collectively, "APPLICABLE LAWS"). At any time Tenant proposes to make Alterations which do not require a building permitthe consent of Landlord pursuant to this Section 8.1, Tenant's notice regarding the proposed Alterations shall be provided together with plans and specifications for the Alterations, and Landlord shall approve or disapprove of the same within fifteen (d15) merely cosmetic work (such as painting and carpeting)days after Landlord's receipt thereof. The construction of the initial improvements to the Premises shall be governed by the terms of the Tenant Work Letter and not the terms of this Article 8, and therefore, as used herein, the term "Alterations" does not refer to any tenant improvements installed pursuant to the Tenant Work Letter.

Landlord’s Consent to Alterations. Tenant may not make any improvements, alterations, additions or changes to the Premises or any mechanical, plumbing or HVAC facilities or systems pertaining to the Premises (collectively, the “Alterations”) without first procuring the prior written consent of Landlord to such Alterations, which consent shall be requested by Tenant not less than fifteen (15) days prior to the commencement thereof, and which consent shall not be unreasonably withheld, conditioned or delayed by Landlord; provided, however, provided it shall be deemed reasonable for Landlord may to withhold its consent in its sole and absolute discretion with respect to any Alteration which adversely affects the structural portions or the systems or equipment of the Building or is visible from the exterior of the Building. Notwithstanding the foregoing, Tenant shall be permitted to make Alterations which may adversely following ten (10) business days notice to Landlord, but without Landlord’s prior consent, to the extent that such Alterations are cosmetic only (i.e., installation of carpeting or painting of the Premises) and total less than $100,000.00 in any single instance (provided that Tenant shall not perform any Alterations to the Premises in stages as a means to subvert this provision), provided that Tenant delivers to Landlord plans and specifications therefor, if applicable, prior to commencing any such Alterations and such Alterations will not affect the structural components Building’s Structure, the provision of services to other Building tenants, or the Building’s electrical, plumbing, HVAC, life safety or mechanical systems, and are not visible from the exterior of the Building or the Systems and Equipment in more than a de minimis manner (e.g., the mere tying into Systems Common Areas. “Building’s Structure” shall not be subject to the sole discretion standard) or which can be seen from outside mean the Building. Tenant shall pay (i) for Alterations performed by Tenant’s exterior walls, Landlord’s reasonable thirdroof, elevator shafts, footings, foundations, structural portions of load-party costs incurred in connection with reviewing such Alterationsbearing walls, structural floors and subfloors, and (ii) for Alterations for which Tenant has engaged Landlord to supervise structural columns and Landlord’s contractors to perform, a supervision fee of two and one-half percent (2.5%) of the total cost of such Alteration (for the avoidance of doubt, the foregoing supervisory fee shall not be due or payable in connection with the Tenant Improvements and the Vivarium improvements and no supervisory fee shall be due or payable in connection with any capital improvements performed by Landlord). Notwithstanding the foregoing, no Landlord approval shall be required (provided advance notice shall be provided to Landlord) for (a) installation, removal or realignment of furniture systems not involving any modifications to the structure or connections (other than by ordinary plugs or jacks) to the Systems, (b) Alterations which could not reasonably be expected to affect the structural components of the Building or the Systems and Equipment and which cost less than $150,000 for any one (1) job and no more than $300,000 in the aggregate in any calendar year during the Lease Term (excluding any costs for painting, carpeting, and similar purely cosmetic work), (c) Alterations which do not require a building permit, and (d) merely cosmetic work (such as painting and carpeting)beams. The construction of the initial improvements to the Premises shall be governed by the terms of the Tenant Work Letter and not the terms of this Article 8.

Landlord’s Consent to Alterations. Tenant may not make any improvements, alterations, additions or changes to the Premises (collectively, the “Alterations”) without first procuring the prior written consent of Landlord to such Alterations, which consent shall be requested by Tenant not less than fifteen thirty (1530) days prior to the commencement thereof, and which consent shall not be unreasonably withheld, conditioned or delayed withheld by Landlord; provided, however, Landlord may withhold its consent in its sole and absolute discretion with respect to any Alterations which may adversely affect the structural components of the Building or the Systems and Equipment in more than a de minimis manner (e.g., the mere tying into Systems shall not be subject to the sole discretion standard) or which can be seen from outside the BuildingPremises. Tenant shall pay (i) for Alterations performed by Tenantall overhead, Landlord’s reasonable third-party general conditions, fees and other costs incurred in connection with reviewing such and expenses of the Alterations, and (ii) for Alterations for which Tenant has engaged shall pay to Landlord to supervise and Landlord’s contractors to perform, a Landlord supervision fee of two and one-half five percent (2.55%) of the total cost of such Alteration (for the avoidance of doubt, Alterations if the foregoing supervisory fee shall not be due or payable in connection with the Tenant Improvements and the Vivarium improvements and no supervisory fee shall be due or payable in connection with any capital improvements performed by Landlord). Notwithstanding the foregoing, no Landlord approval shall be required (provided advance notice shall be provided to Landlord) for (a) installation, removal or realignment of furniture systems not involving any modifications to the structure or connections (other than by ordinary plugs or jacks) to the Systems, (b) Alterations which could not reasonably be expected to affect the structural components of the Building or the Systems and Equipment and which cost less than exceed $150,000 for any one (1) job and no more than $300,000 in the aggregate in any calendar year during the Lease Term (excluding any costs for painting, carpeting, and similar purely cosmetic work), (c) Alterations which do not require a building permit, and (d) merely cosmetic work (such as painting and carpeting)20,000. The construction of the initial improvements to the Premises Tenant Improvements shall be governed by the terms of the Tenant Work Letter and not the terms of this Article 8. Tenant agrees not to employ any person, entity or contractor for any work in the Premises for a particular trade (including movers engaged in moving Tenant’s equipment and furnishings in, out or around the Premises) whose presence may give rise to a labor or other disturbance in the Building. Notwithstanding anything to the contrary contained herein, so long as Tenant’s written request for consent for a proposed Alteration requests whether or not Landlord will require such Alteration to be removed upon the expiration or earlier termination of this Lease (as allowed Landlord pursuant to Sections 15.2 and 8.3 below) Landlord shall so notify Tenant at the time of consent if consent is given whether or not Landlord will require that such Alteration be removed upon the expiration or earlier termination of this Lease. If Landlord fails to notify Tenant within thirty (30) days of Landlord’s receipt of such notice whether Tenant shall be required to remove the subject Alterations at the expiration or earlier termination of this Lease, it shall be assumed that Landlord shall require the removal of such Alterations. However, if Tenant’s written notice strictly complies with the foregoing and if Landlord fails to notify Tenant within thirty (30) days of Landlord’s receipt of such notice whether Tenant shall be required to remove the subject alterations or improvements at the expiration or earlier termination of this Lease, Tenant may, within fifteen (15) days following the expiration of the thirty (30) day period described above, provide to Landlord a second written notice (the “Second Notice”) in compliance with the foregoing requirements but also stating in large, bold and capped font the following: “THIS IS TENANT’S SECOND NOTICE TO LANDLORD. LANDLORD FAILED TO RESPOND TO TENANT’S FIRST NOTICE IN ACCORDANCE WITH THE TERMS OF SECTION 8.1 OF THE LEASE. IF LANDLORD FAILS TO RESPOND TO THIS NOTICE IN FIFTEEN DAYS WITH RESPECT TO THE WHETHER OR NOT LANDLORD WILL REQUIRE SUCH ALTERATIONS TO BE REMOVED AT THE EXPIRATION OR EARLIER TERMINATION OF THE LEASE, TENANT SHALL HAVE NO OBLIGATION TO REMOVE SUCH ALTERATIONS”. If (a) Tenant’s Second Notice strictly complies with the terms of this Section, and (b) Landlord fails to notify Tenant within fifteen (15) days of Landlord’s receipt of such Second Notice, it shall be assumed that Landlord shall not require the removal of the subject Alteration at the expiration or earlier termination of this Lease.

Landlord’s Consent to Alterations. Tenant may not make any improvements, alterations, additions or changes to the Premises or any mechanical, plumbing or HVAC facilities or systems pertaining to the Premises (collectively, the “"Alterations”") without first procuring the prior written consent of Landlord to such Alterations, which consent shall be requested by Tenant not less than fifteen (15) days prior to the commencement thereof, and which consent shall not be unreasonably withheld, conditioned or delayed withheld by Landlord; provided, however, provided it shall be deemed reasonable for Landlord may to withhold its consent in its sole and absolute discretion with respect to any Alterations Alteration which may adversely affect the structural components of affects the Building Structure portions or the Building Systems and Equipment in more than a de minimis manner (e.g., or is visible from the mere tying into Systems shall not be subject to the sole discretion standard) or which can be seen from outside exterior of the Building. Tenant shall pay (i) for Alterations performed by Tenant, Landlord’s reasonable third-party costs incurred in connection with reviewing such If Landlord disapproves of any proposed Alterations, Landlord shall respond, in writing, stating the grounds for such disapproval, within ten (10) business days after receipt of Tenant's request for approval of the proposed Alterations. If Landlord fails to respond with its approval or disapproval within ten (10) business days after receipt of Tenant's request, then Tenant may send Landlord a reminder notice setting forth such failure containing the following sentence at the top of such notice in bold, capitalized font at least twelve (12) points in size: "LANDLORD'S FAILURE TO RESPOND TO THIS NOTICE WITHIN FIVE (5) BUSINESS DAYS SHALL RESULT IN LANDLORD'S DEEMED APPROVAL OF TENANT'S ALTERATION" (the "Reminder Notice"). Any such Reminder Notice shall include a complete copy of Tenant's plans and specification for such Alteration. If Landlord fails to respond within five (ii5) for Alterations business days after receipt of a Reminder Notice, then Tenant's Alteration for which Tenant has engaged Landlord to supervise and requested Landlord’s contractors to perform, a supervision fee of two and one-half percent (2.5%) of the total cost of such Alteration (for the avoidance of doubt, the foregoing supervisory fee shall not be due or payable in connection with the Tenant Improvements and the Vivarium improvements and no supervisory fee 's approval shall be due or payable in connection with any capital improvements performed deemed approved by Landlord). Notwithstanding the foregoing, no Landlord approval Tenant shall be required permitted to make Alterations following ten (provided advance 10) business days notice shall be provided to Landlord, but without Landlord's prior consent, to the extent that such Alterations do not (i) adversely affect the Building Systems or Building Structure, of effect the exterior appearance of the Building, (ii) cost more than One Hundred Thousand and 00/100 Dollars ($100,000.00) for a particular job of work, or (aiii) installation, removal or realignment require the issuance of furniture systems not involving any modifications to the structure or connections (other than by ordinary plugs or jacks) to the Systems, (b) Alterations which could not reasonably be expected to affect the structural components of the Building or the Systems and Equipment and which cost less than $150,000 for any one (1) job and no more than $300,000 in the aggregate in any calendar year during the Lease Term (excluding any costs for painting, carpeting, and similar purely cosmetic work), (c) Alterations which do not require a building permit, and permit (d) merely cosmetic work (such as painting and carpetingthe "Cosmetic Alterations"). The construction of the initial improvements to the Premises shall be governed by the terms TCCs of the Tenant Work Letter and not the terms TCCs of this Article 88 and the TCCs of this Article 8 only apply to the construction of improvements by Tenant following the construction of the initial Improvements by Tenant.

Landlord’s Consent to Alterations. Tenant may not make any improvements, alterations, additions or changes to the Premises or any mechanical, plumbing or HVAC facilities or systems pertaining to the Premises (collectively, the “Alterations”) without first procuring the prior written consent of Landlord to such Alterations, which consent shall be requested by Tenant not less than fifteen (15) days prior to the commencement thereof, and which consent shall not be unreasonably withheld, conditioned or delayed withheld by Landlord; provided, however, provided it shall be deemed reasonable for Landlord may to withhold its consent in its sole and absolute discretion with respect to any Alterations Alteration which may adversely affect affects the structural components portions or the systems or equipment of the Building or is visible from the Systems and Equipment in more than a de minimis manner (e.g., the mere tying into Systems shall not be subject to the sole discretion standard) or which can be seen from outside exterior of the Building. Tenant shall pay (i) for Alterations performed by Tenant, Landlord’s reasonable third-party costs incurred in connection with reviewing such If Landlord disapproves of any proposed Alterations, and Landlord shall respond, in writing, stating the grounds for such disapproval, within ten (ii10) days after receipt of Tenant’s request for Alterations for which Tenant has engaged Landlord to supervise and Landlord’s contractors to perform, a supervision fee of two and one-half percent (2.5%) approval of the total cost of such Alteration (for the avoidance of doubtproposed Alterations, the foregoing supervisory fee shall not be due or payable in connection with the Tenant Improvements and the Vivarium improvements and no supervisory fee provided that, if Landlord fails to respond, Landlord shall be due or payable in connection with any capital improvements performed by Landlord)deemed to have approved the proposed Alterations. Notwithstanding the foregoing, no Landlord approval Tenant shall be required permitted to make Alterations following ten (provided advance 10) days’ notice shall be provided to Landlord, but without Landlord’s prior consent, to the extent that such Alterations do not (i) adversely affect the Building Systems, exterior appearance of the Building, structural integrity or roof of the Building, (ii) require the issuance of a building permit or other governmental approvals, or (iii) cost more than One Hundred Thousand and 00/100 Dollars ($100,000.00) for (a) installation, removal or realignment a particular job of furniture systems not involving any modifications to the structure or connections (other than by ordinary plugs or jacks) to the Systems, (b) Alterations which could not reasonably be expected to affect the structural components of the Building or the Systems and Equipment and which cost less than $150,000 for any one (1) job and no more than $300,000 in the aggregate in any calendar year during the Lease Term (excluding any costs for painting, carpeting, and similar purely cosmetic work), (c) Alterations which do not require a building permit, and (d) merely cosmetic work (such as painting and carpetingthe “Cosmetic Alterations”). The construction of the initial improvements to the Premises shall be governed by the terms of the Tenant Work Letter and not the terms of this Article 8. Any Alterations shall comply with any reasonable Landlord’s requirements relating to maintaining the current environmental certification of the Building (e.g., any LEED requirements).

Landlord’s Consent to Alterations. Tenant may not make any improvements, alterations, additions or changes to the Premises or any mechanical, plumbing or HVAC facilities or systems pertaining to the Premises (collectively, the “Alterations”) without first procuring the prior written consent of Landlord to such Alterations, which consent shall be requested by Tenant not less than fifteen (15) business days prior to the commencement thereof, and which consent shall not be unreasonably withheld, conditioned or delayed withheld by Landlord; provided, however, provided it shall be deemed reasonable for Landlord may to withhold its consent in its sole and absolute discretion with respect to any Alterations Alteration which may adversely affect affects the structural components portions or the systems or equipment of the Building or is visible from the Systems and Equipment in more than a de minimis manner exterior of the Building (e.g.collectively, the mere tying into Systems shall not be subject to the sole discretion standard) or which can be seen from outside the Building. Tenant shall pay (i) for Alterations performed by Tenant, Landlord’s reasonable third-party costs incurred in connection with reviewing such “Major Alterations, and (ii) for Alterations for which Tenant has engaged Landlord to supervise and Landlord’s contractors to perform, a supervision fee of two and one-half percent (2.5%) of the total cost of such Alteration (for the avoidance of doubt, the foregoing supervisory fee shall not be due or payable in connection with the Tenant Improvements and the Vivarium improvements and no supervisory fee shall be due or payable in connection with any capital improvements performed by Landlord”). Notwithstanding the foregoing, no Landlord approval shall not be required (provided advance notice shall be provided with respect to Landlord) for (a) installation, removal or realignment of furniture systems not involving any modifications interior Alterations to the structure or connections Premises which (other than by ordinary plugs or jacksi) to the Systemsare not Major Alterations, (bii) Alterations which could not reasonably be expected to affect the structural components of the Building or the Systems and Equipment and which cost less than Thirty Thousand Dollars ($150,000 30,000) for any one (1) job and no more than $300,000 in job, (iii) do not adversely affect the aggregate in any calendar year during value of the Lease Term (excluding any costs for painting, carpetingPremises or Building, and similar purely cosmetic work), (civ) Alterations which do not require a building permitpermit of any kind, as long a (A) Tenant delivers to Landlord notice and a copy of any final plans, specifications and working drawings for any such Alterations at least ten (10) days prior to commencement of the work thereof, and (dB) merely cosmetic work (such as the other conditions of this Article 8 are satisfied including, without limitation, conforming to Landlord’s rules, regulations, and insurance requirements which govern contractors; provided, however, that with respect to Alterations consisting solely of painting and carpeting, such Thirty Thousand Dollar ($30,000) amount shall be deemed increased to One Hundred Thousand Dollars ($100,000) (the “Cosmetic Alterations”). The construction of the initial improvements to the Premises shall be governed by the terms of the Tenant Work Letter and not the terms of this Article 8.

Landlord’s Consent to Alterations. Tenant may not make any improvements, alterations, additions or changes to the Premises or any mechanical, plumbing or HVAC facilities or systems pertaining to the Premises, including, without limitation, during such portion of the Lease Term as Tenant utilizes all or any portion of the Premises for Lab Use, any improvements, alterations, additions or changes to the Lab Premises for purposes of the Lab Use (collectively, the “Alterations”) without first procuring the prior written consent of Landlord to such Alterations, which consent shall be requested by Tenant not less than fifteen thirty (1530) days prior to the commencement thereof, and which consent shall not be unreasonably withheld, conditioned or delayed withheld by Landlord, provided it shall be deemed reasonable for Landlord to withhold its consent to any Alteration which adversely affects the structural portions (including, without limitation, the structural integrity of the floor slab) or the systems or equipment of the Building or is visible from the exterior of the Building. Notwithstanding the foregoing, Tenant shall have the right, without Landlord’s consent but upon at least ten (10) business days prior written notice to Landlord (“Tenant’s Cosmetic Alteration Notice”), to make strictly cosmetic, non-structural additions and alterations to the Premises that meet all of the following conditions: (i) do not involve the expenditure of more than $10,000.00 in any one instance or in the aggregate in any given year of the Lease Term; (ii) do not affect the exterior appearance of the Building; (iii) do not affect the Base Building (as defined in Section 8.2 below), including, without limitation, any HVAC, mechanical, electrical, plumbing or other Building system; and (iv) do not require a building permit from the applicable governmental authority for the performance thereof (each, a “Cosmetic Alteration”); provided, however, Landlord may withhold its consent in its sole that Tenant shall utilize for the performance of any such Cosmetic Alteration only contractors, subcontractors, materials, mechanics and absolute discretion with respect to materialmen selected by Tenant from a list provided and approved by Landlord, and, upon Landlord’s request, Tenant shall remove any Alterations which may adversely affect such Cosmetic Alteration upon the structural components expiration or any earlier termination of the Building or the Systems and Equipment in more than a de minimis manner (e.g., the mere tying into Systems shall not be subject to the sole discretion standard) or which can be seen from outside the BuildingLease Term. Tenant shall pay have the right to request, as part of Tenant’s Cosmetic Alteration Notice, a determination by Landlord as to whether the subject Cosmetic Alteration will be required to be removed upon the expiration or earlier termination of the Lease Term, in which event Landlord shall notify Tenant of such determination within ten (i10) for Alterations performed by Tenant, business days following Landlord’s reasonable third-party costs incurred in connection with reviewing such Alterations, and (ii) for Alterations for which Tenant has engaged Landlord to supervise and Landlord’s contractors to perform, a supervision fee of two and one-half percent (2.5%) receipt of the total cost of such applicable Tenant’s Cosmetic Alteration (for the avoidance of doubt, the foregoing supervisory fee shall not be due or payable in connection with the Tenant Improvements and the Vivarium improvements and no supervisory fee shall be due or payable in connection with any capital improvements performed by Landlord). Notwithstanding the foregoing, no Landlord approval shall be required (provided advance notice shall be provided to Landlord) for (a) installation, removal or realignment of furniture systems not involving any modifications to the structure or connections (other than by ordinary plugs or jacks) to the Systems, (b) Alterations which could not reasonably be expected to affect the structural components of the Building or the Systems and Equipment and which cost less than $150,000 for any one (1) job and no more than $300,000 in the aggregate in any calendar year during the Lease Term (excluding any costs for painting, carpeting, and similar purely cosmetic work), (c) Alterations which do not require a building permit, and (d) merely cosmetic work (such as painting and carpeting)Notice. The construction of the initial improvements to the Premises shall be governed by the terms of the Tenant Work Letter and not the terms of this Article 8.

Landlord’s Consent to Alterations. Except in connection with Cosmetic Alterations (as that term is defined hereinbelow), Tenant may not make any improvements, alterations, additions or changes to the Premises or any electrical, mechanical, plumbing or HVAC facilities or systems pertaining to the Premises (collectively, the “Alterations”) without first procuring the prior written consent of Landlord to such Alterations, which consent shall be requested by Tenant not less than fifteen thirty (1530) days prior to the commencement thereof, and which consent shall not be unreasonably withheld, conditioned or delayed by Landlord; provided, however, provided it shall be deemed reasonable for Landlord may to withhold its consent to any Alteration which would (a) violate any applicable Law, (b) adversely affect (in the reasonable discretion of Landlord) the Base Building, the certificate of occupancy (or its legal equivalent) allowing legal occupancy of the Base Building, or void any warranty on any Base Building component or design, or (c) affect (in the sole discretion of Landlord) the (1) exterior appearance of the Project or the lobby, (2) appearance of the Common Areas, if Tenant is not the Sole Direct Tenant, (3) quiet enjoyment of other tenants or occupants of the Project, or (4) provision of services to other occupants of the Project (the foregoing Alterations identified in items (a) through (c) above, have, for purposes hereof, a “Design Problem”). To the extent that Landlord grants Tenant the right to use areas within the Project (including telecommunications room space, electrical room space, plenum space or riser space), whether pursuant to the terms of this Lease or through plans and absolute discretion specifications subsequently approved by Landlord (and without implying that Landlord shall grant any such approvals), (A) in no event may Tenant use more than Tenant’s Share of the areas within the Building, and (B) Tenant shall comply with the provisions of this Section with respect to all such items, including Tenant’s Off-Premises Equipment. All Alterations shall be constructed in accordance with any Alterations which may adversely affect the structural components of the Building or the Systems plans and Equipment in more than a de minimis manner (e.g.specifications approved by Landlord, the mere tying into Systems and shall not be subject to the sole discretion standard) or which can be seen from outside the Building. Tenant shall pay (i) for Alterations performed constructed, maintained, and used by Tenant, at its risk and expense, in accordance with all Laws; Landlord’s reasonable third-party costs incurred in connection consent to or approval of any Alterations (or the plans therefor) shall not constitute a representation or warranty by Landlord, nor Landlord’s acceptance, that the same comply with reviewing such Alterationssound architectural and/or engineering practices or with all applicable Laws, and (ii) for Alterations for which Tenant has engaged Landlord to supervise and Landlord’s contractors to perform, a supervision fee of two and one-half percent (2.5%) of the total cost of such Alteration (for the avoidance of doubt, the foregoing supervisory fee shall not be due or payable in connection with the Tenant Improvements and the Vivarium improvements and no supervisory fee shall be due or payable in connection with any capital improvements performed by Landlord)solely responsible for ensuring all such compliance. Notwithstanding the foregoing, no Landlord approval Tenant shall be required permitted to make Alterations following ten (provided advance 10) business days’ notice shall be provided to Landlord) for (a) installation, removal or realignment of furniture systems not involving any modifications but without Landlord’s prior consent, to the structure extent that such Alterations do not constitute a Design Problem and (i) if such Alterations affect any Building Systems or connections (other than by ordinary plugs or jacks) to the Systems, (b) Alterations which could not reasonably be expected to affect the structural components of the Building or the Systems and Equipment and which Structure, cost less than $150,000 for any one (1) job and no more than $300,000 150,000.00 in the aggregate in any calendar year during the Lease Term and (excluding any costs for painting, carpeting, and similar purely cosmetic work), (cii) if such Alterations which do not require a building permitaffect any Building Systems or the Building Structure, and cost less than $400,000.00 in the aggregate (d) merely cosmetic work (such as painting and carpeting“Cosmetic Alterations”). The construction of Any Tenant Improvements contemplated by the initial improvements to the Premises Tenant Work Letter shall be governed by the terms and conditions of the Tenant Work Letter and not the terms and conditions of this Article 8.

Landlord’s Consent to Alterations. Except for the Existing Premises Work (as defined in the Initial Premises Work Letter) in the Initial Premises, which shall be performed by Tenant in accordance with the terms and conditions of the Initial Premises Work Letter, and not in accordance with this Article 8, Tenant may not make any improvements, alterations, additions or changes to the Premises or any mechanical, plumbing or HVAC facilities or systems pertaining to the Premises (collectively, the “"Alterations”") without first procuring the prior written consent of Landlord to such Alterations, which consent shall be requested by Tenant not less than fifteen thirty (1530) days prior to the commencement thereof, and which consent shall not be unreasonably withheld, conditioned or delayed withheld by Landlord; , provided, howeverduring any period Tenant and its Permitted Transferees are the sole occupants of all occupied space in the Project, it shall be deemed unreasonable for Landlord may to withhold its consent in its sole and absolute discretion with respect to any Alteration which complies with all Applicable Laws and does not have a material and adverse effect on the structural components of Project Structures, the Building Systems, or the Common Areas and is not visible from the exterior of the Project Structure. Notwithstanding the foregoing, Tenant shall be permitted to make Alterations which may adversely following ten (10) business days' notice to Landlord, but without Landlord's prior consent, to the extent that such Alterations (i) do not affect the structural components of Project Structures or Building Systems, (ii) are not visible from the Building or the Systems and Equipment in more than a de minimis manner (e.g., the mere tying into Systems shall not be subject to the sole discretion standard) or which can be seen from outside exterior of the Building. Tenant shall pay (i) for Alterations performed by Tenant, Landlord’s reasonable third-party costs incurred in connection with reviewing such Alterations, and (iiiii) for Alterations for which Tenant has engaged Landlord to supervise and Landlord’s contractors to perform, a supervision fee of two and one-half percent (2.5%) of the total cost of such Alteration (for the avoidance of doubt, the foregoing supervisory fee shall not be due or payable in connection with the Tenant Improvements and the Vivarium improvements and no supervisory fee shall be due or payable in connection with any capital improvements performed by Landlord). Notwithstanding the foregoing, no Landlord approval shall be required (provided advance notice shall be provided to Landlord) for (a) installation, removal or realignment of furniture systems not involving any modifications to the structure or connections (other than by ordinary plugs or jacks) to the Systems, (b) Alterations which could not reasonably be expected to affect the structural components of the Building or the Systems and Equipment and which cost less than $150,000 75,000.00 for any one (1) a particular job of work, and in no event more than an aggregate cost of $300,000 in the aggregate in 250,000.00 during any calendar year during the Lease Term 12-month period (excluding any costs for painting, carpeting, and similar purely cosmetic work), (c) Alterations which do not require a building permit, and (d) merely cosmetic work (such as painting and carpeting"Cosmetic Alterations"). The construction of the initial improvements to the Premises shall be governed by the terms of the Tenant Work Letter and not the terms of this Article 8.

Landlord’s Consent to Alterations. Other than the Acceptable Changes (as defined below), Tenant may not make any improvements, alterations, additions or changes to the Premises (collectively, the “Alterations”) without first procuring the prior written consent of Landlord to such Alterations, which consent shall be requested by Tenant not less than fifteen ten (1510) business days prior to the commencement thereof, and which consent . Landlord shall not unreasonably withhold or delay its consent for any Alterations, provided that it shall be unreasonably withheld, conditioned or delayed by Landlord; provided, however, deemed reasonable for Landlord may to withhold its consent in its sole and absolute discretion with respect to any Alterations which create, or would create, a Design Problem (as that term is defined below). A “Design Problem,” individually or collectively, is defined as, and will be deemed to exist if such Alteration (or Tenant Improvement, as the case may be) will (A) adversely affect the structural components integrity of the Building; (B) not comply with applicable Laws; (C) adversely affect the Building Systems; (D) adversely affect the Common Areas or the exterior appearance of the Building or Project; or (E) be inconsistent with the Base Building Plans. Tenant shall pay for all overhead, general conditions, fees and other costs and expenses of the Alterations; provided however, such fees and costs shall not exceed a supervision fee equal to [***] percent ([***]%) of the cost of the Alterations (specifically excluding, in connection with, any Acceptable Changes (as that term is defined below) which are cosmetic in nature), plus the Actual Cost incurred by Landlord for engaging third party engineers, architects or other consultants for reviewing any plans in connection PEN XXXXXXX [Awesomeness TV] therewith. Notwithstanding anything to the contrary contained in this Section 8.1, Tenant may make non-structural, non-Building Systems and Equipment in more than a de minimis manner interior alterations, additions or improvements to the interior of the Premises (e.g.collectively, the mere tying into Systems shall not be subject “Acceptable Changes”) without Landlord’s consent, provided that: (i) Tenant delivers to Landlord written notice of such Acceptable Changes at least ten (10) business days prior to the sole discretion standardcommencement thereof; (ii) such Acceptable Changes shall be performed by or which can on behalf of Tenant in compliance with the other provisions of this Article 8; (iii) such Acceptable Changes do not adversely affect the Base Building, and cannot be seen from outside the Building. Tenant Premises; and (v) such Acceptable Changes shall pay (i) for Alterations be performed by Tenant, Landlord’s reasonable third-party costs incurred qualified contractors and subcontractors which normally and regularly perform similar work in connection with reviewing such Alterations, and (ii) for Alterations for which Tenant has engaged Landlord to supervise and Landlord’s contractors to perform, a supervision fee of two and one-half percent (2.5%) of the total cost of such Alteration (for the avoidance of doubt, the foregoing supervisory fee shall not be due or payable in connection with the Tenant Improvements and the Vivarium improvements and no supervisory fee shall be due or payable in connection with any capital improvements performed by Landlord). Notwithstanding the foregoing, no Landlord approval shall be required (provided advance notice shall be provided to Landlord) for (a) installation, removal or realignment of furniture systems not involving any modifications to the structure or connections (other than by ordinary plugs or jacks) to the Systems, (b) Alterations which could not reasonably be expected to affect the structural components of the Building or the Systems and Equipment and which cost less than $150,000 for any one (1) job and no more than $300,000 in the aggregate in any calendar year during the Lease Term (excluding any costs for painting, carpeting, and similar purely cosmetic work), (c) Alterations which do not require a building permit, and (d) merely cosmetic work (such as painting and carpeting)Comparable Buildings. The construction of the initial improvements to the Premises (and the Landlord supervision fee therefor) shall be governed by the terms of the Tenant Work Letter and not the terms of this Article 8.

Landlord’s Consent to Alterations. Tenant may not make any improvements, alterations, additions or changes to the Premises (collectively, the “"Alterations”") without first procuring the prior written consent of Landlord to such Alterations, which consent shall be requested by Tenant not less than fifteen thirty (1530) days prior to the commencement thereof, and which consent shall not be unreasonably withheld, conditioned or delayed by Landlorddelayed; provided, however, Landlord may withhold its consent in its sole and absolute discretion with respect to any Alterations which may adversely affect the structural components of the Building or the Systems and Equipment in more than a de minimis manner (e.g.Equipment, the mere tying into Systems shall not be subject to the sole discretion standard) or which can be seen from outside the Building. Tenant shall pay (i) for Alterations performed by TenantPremises, or which, in Landlord’s reasonable third-party costs incurred in connection with reviewing such Alterationssole but good faith discretion, and (ii) for Alterations for which Tenant has engaged Landlord to supervise and Landlord’s contractors to perform, a supervision fee of two and one-half percent (2.5%) lessen the value of the total cost Building or which are not consistent with typical alterations made by institutional tenants of such Alteration first-class biotechnology projects in the general vicinity of the Project (for the avoidance of doubt, the foregoing supervisory fee shall not be due or payable in connection with the Tenant Improvements and the Vivarium improvements and no supervisory fee shall be due or payable in connection with any capital improvements performed by Landlord"Prohibited Alterations"). Notwithstanding the foregoingforegoing to the contrary, no Landlord approval prior consent shall not be required with respect to painting in the interior of the Premises. In addition, Landlord's prior consent shall not be required for Alterations which (provided advance notice shall be provided to Landlordi) for (a) installation, removal or realignment of furniture systems are non-structural and do not involving affect any modifications to the structure or connections (other than by ordinary plugs or jacks) to the Building Systems, (bii) Alterations which could affect only the Premises and are not reasonably be expected to visible from outside of the Premises or the Building, (iii) do not require a building permit, conditional use permit, variance, waiver or other relief from any applicable Requirement, (iv) do not affect the structural components of fixed laboratory benches or fume hoods in the Building or the Systems Premises, (v) comply in all respects with all applicable Requirements, (vi) are not Prohibited Alterations and Equipment and which (vii) cost less than Two Hundred Fifty Thousand Dollars ($150,000 250,000.00) for any one (1) job ("Permitted Alterations"), so long as Tenant provides Landlord with prior written notice of such proposed Permitted Alterations and no more than $300,000 in so long as the aggregate in any calendar year during other conditions of this Article 8 are satisfied including, without limitation, conforming to Landlord's established rules, regulations and insurance requirements which govern contractors. Tenant shall pay for all overhead, general conditions, fees and other costs and expenses of the Lease Term (excluding any costs for painting, carpetingAlterations, and similar purely cosmetic work), shall pay to Landlord a Landlord supervision fee of three percent (c3%) Alterations which do not require a building permit, and (d) merely cosmetic work (such as painting and carpeting)of the cost of the Alterations. The construction of the initial improvements to the Premises shall be governed by the terms of the Tenant Work Letter and not the terms of this Article 8.

Landlord’s Consent to Alterations. Tenant may not make any improvements, alterations, additions or changes to the Premises (collectively, the “Alterations”) without first procuring the prior written consent of Landlord to such Alterations, which consent shall be requested by Tenant not less than fifteen thirty (1530) days prior to the commencement thereof, and which consent shall not be unreasonably withheld, conditioned or delayed withheld by Landlord; provided, however, Landlord may withhold its consent in its sole and absolute discretion with respect to any Alterations which may adversely affect the structural components of the Building or the Systems and Equipment in more than a de minimis manner (e.g., the mere tying into Systems shall not be subject to the sole discretion standard) or which can be seen from outside the BuildingPremises (collectively, the “Restricted Alterations”). Notwithstanding the foregoing to the contrary, Tenant may make non-structural alterations, additions or improvements to the interior of the Premises (collectively, the “Acceptable Changes”) without Landlord’s consent, provided that (i) Tenant delivers to Landlord written notice of such Acceptable Changes at least ten (10) business days prior to the commencement thereof, (ii) the cost of any such Acceptable Changes does not exceed $15,000.00, (iii) such Acceptable Changes shall be performed by or on behalf of Tenant in compliance with the other provisions of this Article 8, (iv) such Acceptable Changes do not require the issuance of a building permit or other governmental approval, (v) such Acceptable Changes are not Restricted Alterations, and (vi) such Acceptable Changes shall be performed by qualified contractors and subcontractors which normally and regularly perform similar work in the Comparable Buildings. Tenant shall pay (i) for Alterations performed by Tenantall overhead, Landlord’s reasonable third-party general conditions, fees and other costs incurred in connection with reviewing such and expenses of the Alterations, and (ii) for Alterations for which Tenant has engaged shall pay to Landlord to supervise and Landlord’s contractors to perform, a Landlord supervision fee of two and one-half three percent (2.53%) of the total cost of such Alteration (for the avoidance of doubt, the foregoing supervisory fee shall not be due or payable in connection with the Tenant Improvements and the Vivarium improvements and no supervisory fee shall be due or payable in connection with any capital improvements performed by Landlord). Notwithstanding the foregoing, no Landlord approval shall be required (provided advance notice shall be provided to Landlord) for (a) installation, removal or realignment of furniture systems not involving any modifications to the structure or connections (other than by ordinary plugs or jacks) to the Systems, (b) Alterations which could not reasonably be expected to affect the structural components of the Building or the Systems and Equipment and which cost less than $150,000 for any one (1) job and no more than $300,000 in the aggregate in any calendar year during the Lease Term (excluding any costs for painting, carpeting, and similar purely cosmetic work), (c) Alterations which do not require a building permit, and (d) merely cosmetic work (such as painting and carpeting)Alterations. The construction of the initial improvements to the Premises (including any supervision fee payable to Landlord in connection therewith) shall be governed by the terms of the Tenant Work Letter and not the terms of this Article 8.

Landlord’s Consent to Alterations. Tenant shall have the right, without Landlord's consent but upon five (5) business days' prior notice to Landlord, to make strictly cosmetic, non‑structural additions and alterations ("Cosmetic Alterations") to the Premises that do not (i) require a construction permit, or (ii) cause a Design Problem (as that term is defined in the Tenant Work Letter). Except for Cosmetic Alterations, Tenant may not make any improvements, alterations, additions or changes to the Premises or any mechanical, plumbing or HVAC facilities or systems pertaining to the Premises (collectively, the “"Alterations”") without first procuring the prior written consent of Landlord to such Alterations, which consent shall be requested by Tenant not less than fifteen ten (1510) business days prior to the commencement thereof, and which consent shall not be unreasonably withheld, conditioned or delayed by Landlord; provided, however, provided it shall be deemed reasonable for Landlord may to withhold its consent in its sole and absolute discretion with respect to any Alterations Alteration which may adversely affect constitutes a Design Problem. If Landlord disapproves of any proposed Alterations, Landlord shall respond, in writing, stating the structural components grounds for such disapproval, within ten (10) business days after receipt of Tenant’s request for approval of the Building proposed Alterations. If Landlord fails to respond with its approval or disapproval within ten (10) business days after receipt of Tenant’s request, then Tenant may send Landlord a reminder notice setting forth such failure containing the Systems following sentence at the top of such notice in bold, capitalized font at least twelve (12) points in size: "LANDLORD'S FAILURE TO RESPOND TO THIS NOTICE WITHIN FIVE (5) BUSINESS DAYS SHALL RESULT IN LANDLORD'S DEEMED APPROVAL OF TENANT'S ALTERATION" (the "Reminder Notice"). Any such Reminder Notice shall include a complete copy of Tenant's plans and Equipment in more than specification for such Alteration. If Landlord fails to respond within five (5) business days after receipt of a de minimis manner (e.g.Reminder Notice, the mere tying into Systems shall not be subject to the sole discretion standard) or which can be seen from outside the Building. Tenant shall pay (i) for Alterations performed by then Tenant, Landlord’s reasonable third-party costs incurred in connection with reviewing such Alterations, and (ii) for Alterations Alteration for which Tenant has engaged Landlord to supervise and requested Landlord’s contractors to perform, a supervision fee of two and one-half percent (2.5%) of the total cost of such Alteration (for the avoidance of doubt, the foregoing supervisory fee shall not be due or payable in connection with the Tenant Improvements and the Vivarium improvements and no supervisory fee shall be due or payable in connection with any capital improvements performed by Landlord). Notwithstanding the foregoing, no Landlord 's approval shall be required (provided advance notice shall be provided to deemed approved by Landlord) for (a) installation, removal or realignment of furniture systems not involving any modifications to the structure or connections (other than by ordinary plugs or jacks) to the Systems, (b) Alterations which could not reasonably be expected to affect the structural components of the Building or the Systems and Equipment and which cost less than $150,000 for any one (1) job and no more than $300,000 in the aggregate in any calendar year during the Lease Term (excluding any costs for painting, carpeting, and similar purely cosmetic work), (c) Alterations which do not require a building permit, and (d) merely cosmetic work (such as painting and carpeting). The construction of the initial improvements to the Premises shall be governed by the terms of the Tenant Work Letter and not the terms of this Article 8.. 788287.02/WLA 375755-00007/7-26-18/mjh/ejw -23- CXXXXXX HIGHLINE 1173, 1167 & 1000 Xxxxxxx Xxxxxx Roku, Inc.

Landlord’s Consent to Alterations. Tenant may not make any improvements, alterations, additions or changes to the Premises (collectively, the “Alterations”) without first procuring the prior written consent of Landlord to such Alterations, which consent shall be requested by Tenant not less than fifteen ten (1510) business days prior to the commencement thereof. Landlord shall notify Tenant of Landlord’s approval or disapproval of any such Alterations within ten (10) business days after receipt of Tenant’s written request therefor; if Landlord fails to notify Tenant of such approval or disapproval within such 10-business day period and such failure continues for five (5) business days after notice of such failure from Tenant, and which consent then Landlord shall be deemed to have approved the Alterations so requested by Tenant. Landlord shall not be unreasonably withheldwithhold or condition its consent for any Alterations unless the making or installation of any Alteration would or may result in any of the following (collectively, conditioned or delayed by Landlord; provideda “Design Problem”), however, in which event Landlord may withhold its consent consent, in its sole and absolute discretion discretion, with respect to any such Alterations which may adversely (i) affect any area, or which are readily visible from any area, outside the Premises or the Building, and/or (ii) affect the structural components of the Building Building, or adversely affect the Systems and Equipment in more than of the Building and/or the non-structural components of the Base, Shell and Core; provided, however, a de minimis manner Design Problem shall not include the coring of the concrete floor slabs of the conference rooms of the Premises to install cabling, wiring, conduits, and other improvements therein as reasonably necessary for the use and operation thereof (e.g.collectively, the mere tying into Systems “Coring Work”), and as such, Landlord shall not be subject unreasonably withhold or condition its consent to the sole discretion standard) or which can be seen from outside the Buildingany such Coring Work. Tenant shall pay (i) for all costs and expenses of the Alterations performed and shall reimburse Landlord for any costs and expenses incurred by Tenant, Landlord’s reasonable third-party costs incurred Landlord in connection with reviewing such AlterationsAlterations (including, without limitation, any architects’ and (iiengineering fees and costs incurred by Landlord in connection with the review and approval of Tenant’s plans and specifications) for Alterations for which Tenant has engaged and pay to Landlord to supervise and Landlord’s contractors to perform, a construction supervision fee of equal to two and one-half percent (2.52%) of the total costs of such Alterations. Notwithstanding anything to the contrary contained in this Section 8.1, Tenant may make non-structural interior alterations, additions or improvements to the interior of the Premises, including, without limitation, installation of telephone, computer and telecommunication lines and cables within the interior of the Premises (collectively, the “Acceptable Changes”) without Landlord’s consent, provided that: (A) Tenant delivers to Landlord written notice of such Acceptable Changes at least ten (10) business days prior to the commencement thereof; (B) the aggregate cost of all such Alteration Acceptable Changes does not exceed Two Hundred Thousand Dollars (for the avoidance $200,000.00) in each instance; (C) such Acceptable Changes shall be performed by or on behalf of doubt, the foregoing supervisory fee shall not be due or payable Tenant in connection compliance with the Tenant Improvements and the Vivarium improvements and no supervisory fee shall be due or payable in connection with any capital improvements performed by Landlord). Notwithstanding the foregoing, no Landlord approval shall be required other provisions of this Article 8; (provided advance notice shall be provided to LandlordD) for (a) installation, removal or realignment of furniture systems not involving any modifications to the structure or connections (other than by ordinary plugs or jacks) to the Systems, (b) Alterations which could not reasonably be expected to affect the structural components of the Building or the Systems and Equipment and which cost less than $150,000 for any one (1) job and no more than $300,000 in the aggregate in any calendar year during the Lease Term (excluding any costs for painting, carpeting, and similar purely cosmetic work), (c) Alterations which such Acceptable Changes do not require the issuance of a building permit, permit or other governmental approval; (E) such Acceptable Changes do not result in a Design Problem; and (dF) merely cosmetic such Acceptable Changes shall be performed by qualified contractors and subcontractors which normally and regularly perform similar work (such as painting and carpeting)in the Comparable Buildings. The construction of the initial improvements Tenant Improvements to the Premises (and Landlord’s supervision fee therefor) shall be governed by the terms of the Tenant Work Letter and not the terms of this Article 8.

Landlord’s Consent to Alterations. Tenant may not make any improvements, alterations, additions or changes to the Premises or any mechanical, plumbing or HVAC facilities or systems pertaining to the Premises (collectively, the “"Alterations”") without first procuring the prior written consent of Landlord to such Alterations, which consent shall be requested by Tenant not less than fifteen (15) days prior to the commencement thereof, and which consent shall not be unreasonably withheld, conditioned or delayed by Landlord; provided, however, provided it shall be deemed reasonable for Landlord may to withhold its consent in its sole and absolute discretion with respect to any Alterations Alteration which may adversely affect affects the structural components portions or the systems or equipment of the Building or is visible from the Systems and Equipment exterior of the Building. If Landlord reasonably disapproves of any Alterations, Landlord shall advise Tenant of any additional changes which may be required to obtain Landlord’s approval. If Landlord disapproves of any proposed Alterations, Landlord shall respond, in more than a de minimis manner writing, stating the grounds for such disapproval, within ten (e.g., 10) business days after receipt of Tenant’s request for approval of the mere tying into Systems proposed Alterations. Landlord's failure to provide approval or disapproval within said ten (10) business day period shall not be subject to deemed approval or disapproval. In such event, Tenant may deliver a second request for approval at the sole discretion standardexpiration of said ten (10) or which can be seen from outside business day period setting forth such failure containing the Buildingfollowing sentence at the top of such notice in bold, capitalized font at least twelve (12) points in size: "LANDLORD'S FAILURE TO RESPOND TO THIS NOTICE WITHIN FIVE (5) BUSINESS DAYS SHALL RESULT IN LANDLORD'S DEEMED APPROVAL OF TENANT'S ALTERATION" (the "Reminder Notice"). Tenant Any such Reminder Notice shall pay (i) include a complete copy of Tenant's plans and specifications for Alterations performed by Tenant, such Alteration. Landlord’s reasonable third-party costs incurred in connection with reviewing such Alterations, and failure to provide approval or disapproval within five (ii5) for business days following Landlord's receipt of a Reminder Notice shall conclusively be deemed approval of Tenant’s Alterations for which Tenant has engaged Landlord to supervise and Landlord’s contractors to perform, a supervision fee of two and one-half percent (2.5%) of the total cost of such Alteration (for the avoidance of doubt, the foregoing supervisory fee shall not be due or payable in connection with the Tenant Improvements and the Vivarium improvements and no supervisory fee shall be due or payable in connection with any capital improvements performed by Landlord)as presented. Notwithstanding the foregoing, no Landlord approval Tenant shall be required permitted to make Alterations following ten (provided advance 10) business days' notice shall be provided to Landlord) for (a) installation, removal or realignment of furniture systems not involving any modifications but without Landlord's prior consent, to the structure extent that such Alterations (i) do not affect the building systems or connections (other than by ordinary plugs or jacks) to the Systemsequipment, (bii) Alterations which could are not reasonably be expected to affect visible from the structural components exterior of the Building or the Systems Building, and Equipment and which (iii) cost less than $150,000 100,000.00 for any one (1) a particular job and no more than $300,000 in the aggregate in any calendar year during the Lease Term (excluding any costs for painting, carpeting, and similar purely cosmetic of work), (c) Alterations which do not require a building permit, and (d) merely cosmetic work (such as painting and carpeting). The construction of the initial improvements to the Premises shall be governed by the terms of the Tenant Work Letter and not the terms of this Article 8.

Landlord’s Consent to Alterations. Tenant shall have the right, without Landlord's consent but upon five (5) business days prior Notice to Landlord, to make strictly cosmetic, non-structural additions and alterations which do not create a Design Problem ("COSMETIC ALTERATIONS") to the Premises that do not (i) affect the exterior appearance of the Building or (ii) affect the Building Systems or the Building Structure. Tenant shall also have the right to install phone, computer and telecommunications lines and cabling that do not affect the Base Building Systems and are located entirely within the Premises. Except in connection with Cosmetic Alterations, Tenant may not make any improvements, alterations, additions or changes to the Premises the Building Structure or the Building Systems (collectively, the “Alterations”"ALTERATIONS") without only upon first procuring the prior written consent of Landlord to such Alterations, which consent shall be requested by Tenant not less than fifteen ten (1510) business days prior to the commencement thereof, and which consent or approval shall not be unreasonably withheld, conditioned or delayed by Landlord; provided, howeverunless a Design Problem exists. A "DESIGN PROBLEM" is defined as, Landlord may withhold its consent in its sole and absolute discretion with respect will be deemed to any Alterations which may adversely affect the structural components of the Building or the Systems and Equipment in more than a de minimis manner (e.g., the mere tying into Systems shall not be subject to the sole discretion standard) or which can be seen from outside the Building. Tenant shall pay exist if such Alteration will (i) for Alterations performed by Tenant, Landlord’s reasonable third-party costs incurred in connection with reviewing such Alterations, and affect the exterior appearance of the Building; (ii) for Alterations for which Tenant has engaged Landlord to supervise adversely or materially affect the Building Structure; (iii) adversely or materially affect the Building Systems; (iv) unreasonably and Landlord’s contractors to perform, a supervision fee of two and one-half percent (2.5%) of the total cost of such Alteration (for the avoidance of doubt, the foregoing supervisory fee shall not be due or payable in connection with the Tenant Improvements and the Vivarium improvements and no supervisory fee shall be due or payable in connection materially interfere with any capital improvements performed by Landlord). Notwithstanding the foregoing, no Landlord approval shall be required other Project occupant's normal and customary office operation or (provided advance notice shall be provided v) fail to Landlord) for (a) installation, removal or realignment of furniture systems not involving any modifications to the structure or connections (other than by ordinary plugs or jacks) to the Systems, (b) Alterations which could not reasonably be expected to affect the structural components of the Building or the Systems and Equipment and which cost less than $150,000 for any one (1) job and no more than $300,000 in the aggregate in any calendar year during the Lease Term (excluding any costs for painting, carpeting, and similar purely cosmetic work), (c) Alterations which do not require a building permit, and (d) merely cosmetic work (such as painting and carpeting)comply with Applicable Laws. The construction of the initial improvements Tenant Improvements to the Premises shall be governed by the terms of the Tenant Work Letter and not the terms of this Article 8. Subject to the terms of Article 23 of this Lease, any Exterior Signage installed by Tenant shall comply with the provisions of this Article 8; provided, however, that item (ii) in the definition of Design Problem set forth above shall be deemed replaced by the test set forth in Section 23.5 of this Lease as to "Objectionable Name."

Landlord’s Consent to Alterations. Tenant may not make any improvements, alterations, additions or changes to the Premises (collectively, the “Alterations”) without first procuring the prior written consent of Landlord to such Alterations, which consent shall be requested by Tenant not less than fifteen thirty (1530) days prior to the commencement thereof, and which consent shall not be unreasonably withheld, conditioned or delayed withheld by Landlord; provided, however, Landlord may withhold its consent in its sole and absolute discretion with respect to any Alterations which may adversely affect the structural components of the Building or the Systems and Equipment Equipment. If Landlord consents to any Alterations, Landlord shall, at the time that it consents to such Alteration, notify Tenant in more than a de minimis manner (e.g., writing if Tenant shall be required to remove the mere tying into Systems shall not be subject to the sole discretion standard) same upon termination or which can be seen from outside the Buildingexpiration of this Lease. Tenant shall pay (i) for Alterations performed by Tenantall overhead, Landlord’s reasonable third-party general conditions, fees and other costs incurred in connection with reviewing such Alterations, and (ii) for Alterations for which Tenant has engaged Landlord to supervise and Landlord’s contractors to perform, a supervision fee of two and one-half percent (2.5%) expenses of the total cost of such Alteration (for the avoidance of doubt, the foregoing supervisory fee shall not be due or payable in connection with the Tenant Improvements and the Vivarium improvements and no supervisory fee shall be due or payable in connection with any capital improvements performed by Landlord). Notwithstanding the foregoing, no Landlord approval shall be required (provided advance notice shall be provided to Landlord) for (a) installation, removal or realignment of furniture systems not involving any modifications to the structure or connections (other than by ordinary plugs or jacks) to the Systems, (b) Alterations which could not reasonably be expected to affect the structural components of the Building or the Systems and Equipment and which cost less than $150,000 for any one (1) job and no more than $300,000 in the aggregate in any calendar year during the Lease Term (excluding any costs for painting, carpeting, and similar purely cosmetic work), (c) Alterations which do not require a building permit, and (d) merely cosmetic work (such as painting and carpeting). The construction of the initial improvements to the Tenant's Improvements described in Section 1.2. Tenant’s Plans and Premises shall be governed by the terms of the Tenant Work Letter and not the terms of this Article 88 except, however, Landlord shall provide reasonable review and approval of Tenant’s Improvements within ten (10) days of receiving plans, specifications and working drawings for such work. Notwithstanding the foregoing, Landlord’s consent shall not be required for any Alteration that satisfies all of the following criteria (a “Cosmetic Alteration”): (a) is of a cosmetic nature such as painting, wallpapering, hanging pictures and installing carpeting; (b) is not visible from the exterior of the Premises or Building; (c) will not affect the structural portions of the Building or the Systems and Equipment; and (d) does not require work to be performed inside the walls, below the floor, or above the ceiling of the Premises.

Landlord’s Consent to Alterations. Tenant may not make any improvements, alterations, additions or changes to the Premises (collectively, the “Alterations”) without first procuring the prior written consent of Landlord to such Alterations, which consent shall be requested by Tenant not less than fifteen (15) days prior to the commencement thereof, and which consent shall not be unreasonably withheld, conditioned or delayed withheld by Landlord; provided, however, Landlord may withhold its consent in its sole and absolute discretion with respect to any Alterations which may adversely affect the structural components of the Building or the Systems and Equipment in more than a de minimis manner (e.g., the mere tying into Systems shall not be subject to the sole discretion standard) or which can be seen from outside the Building. Tenant shall pay (i) for Alterations performed by Tenant, Landlord’s reasonable third-party costs incurred in connection with reviewing such Alterations, and (ii) for Alterations for which Tenant has engaged Landlord to supervise and Landlord’s contractors to perform, a supervision fee of two and one-half percent (2.5%) of the total cost of such Alteration (for the avoidance of doubt, the foregoing supervisory fee shall not be due or payable in connection with the Tenant Improvements and the Vivarium improvements and no supervisory fee shall be due or payable in connection with any capital improvements performed by Landlord)Premises. Notwithstanding the foregoing, no Tenant shall not be obligated to receive the written consent of Landlord approval shall be required (provided advance notice shall be provided to Landlord) for (a) installation, removal or realignment of furniture systems not involving any modifications interior cosmetic Alterations to the Premises if said Alterations do not in any way affect the Building’s structure or connections (other than by ordinary plugs or jacks) to the Systems, (b) Alterations which could not reasonably be expected to affect the structural components of the Building or the Building’s Systems and Equipment and which cost less than Equipment, do not exceed the total amount of Twenty-Five Thousand Dollars ($150,000 for any one (125,000.00) job and no more than $300,000 in the aggregate in any calendar year during the Lease Term twelve (excluding any costs for painting, carpeting12)-month period, and similar purely cosmetic workTenant is not required by applicable law to obtain a permit to perform the Alteration (a “Cosmetic Alteration”). Tenant shall give Landlord at least ten (10) days’ advance written notice of any such Cosmetic Alteration, (c) Alterations which do not require a building permitshall be performed in compliance with all applicable laws. Tenant shall pay for all overhead, general conditions, fees and other costs and expenses of Tenant’s Alterations, and shall pay to Landlord a Landlord supervision fee of ten percent (d10%) merely cosmetic work (such as painting and carpeting)of the cost of the Alterations; provided, however, that no supervision fee shall be charged for Cosmetic Alterations. The construction of the initial improvements to the Premises shall be governed by the terms of the Tenant Work Letter and not the terms of this Article 8, except for Section 8.4 regarding the Wi-Fi Network which shall be a part of the initial improvements.