Common use of Monthly Disbursements Clause in Contracts

Monthly Disbursements. On or before the twentieth (20th) day of each calendar month during the construction of the Tenant Improvements (the “Submittal Date”) (or such other date as Landlord or Tenant may designate), Tenant shall deliver to Landlord: (i) a request for payment of the “Contractor,” as that term is defined in Section 4.1 of this Tenant Work Letter, approved by Tenant showing the schedule, by trade, of percentage of completion of the Tenant Improvements in the Premises; (ii) invoices from all of “Tenant's Agents,” as that term is defined in Section 4.1.2 of this Tenant Work Letter, for labor rendered and materials delivered to the Premises (if such invoice is for the Contractor, the Contractor will need to provide an application and certificate for payment [AIA form G702-1992 or equivalent] signed by the Architect/Space Planner, and a breakdown sheet [AIA form G703-1992 or equivalent]); (iii) an original letter from the Tenant approving such invoices and requesting payment from the Tenant Improvement Allowance; (iv) executed mechanic's lien releases, which lien releases shall be conditional with respect to the then-requested payment amounts and unconditional with respect to payment amounts previously disbursed by Landlord or Tenant, from all of Tenant's Agents; and (v) all other information reasonably requested by Landlord. Tenant's request for payment shall be deemed Tenant's acceptance and approval of the work furnished and/or the materials supplied as set forth in Tenant's payment request. On or before the date occurring thirty (30) days after the Submittal Date, and assuming Landlord receives all of the information described in items (i) through (v), above, and subject to Tenant first disbursing any portion of the Over-Allowance Amount (as defined below) in accordance with Section 4.2.1, Landlord shall deliver a check to Tenant made to Tenant's Agent (or to Tenant if such invoices were previously paid by the Tenant) in payment of the lesser of: (A) the amounts so requested by Tenant, as set forth in this Section 2.2.2.1, above, less a ten percent (10%) retention (the aggregate amount of such retentions shall be known as the “Final TI Allowance Reimbursement”), and (B) the balance of any remaining available portion of the Expansion Premises Tenant Improvement Allowance (not including the Final TI Allowance Reimbursement), provided that Landlord does not dispute any request for payment based on non-compliance of any work with the “Approved Construction Documents”, as that term is defined in Section 3.4 below, or due to any substandard work, or for any other reason as provided in this Lease. Landlord's payment of such amounts shall not be deemed Landlord's approval or acceptance of the work furnished or materials supplied as set forth in Tenant's payment request. 2.2.2.2

Monthly Disbursements. On or before the twentieth fifth (20th5th) day of each calendar month month, during the design and construction of the Tenant Improvements (the “Submittal Date”) (or such other date as Landlord or Tenant may designate), Tenant shall deliver to Landlord: (i) a request for payment reimbursement of amounts paid to the “Contractor,” as that term is defined in Section 4.1 4.1.1 of this Tenant Work Letter, approved by Tenant Tenant, in a form to be provided by Landlord, showing the schedule, by trade, and with the HVAC System Work clearly outlined or provided in a separate request, of percentage of completion of the Tenant Improvements in the Premises, detailing the portion of the work completed and the portion not completed; (ii) invoices from all of “Tenant's ’s Agents,” as that term is defined in Section 4.1.2 of this Tenant Work Letter, for labor rendered and materials delivered to the Premises (if such invoice is for the Contractor, the Contractor will need to provide an application and certificate for payment [AIA form G702-1992 or equivalent] signed by the Architect/Space Planner, and a breakdown sheet [AIA form G703-1992 or equivalent])Premises; (iii) an original letter from the Tenant approving such invoices and requesting payment from the Tenant Improvement Allowance; (iv) executed mechanic's ’s lien releases, which lien releases shall be conditional with respect to the then-requested payment amounts and unconditional with respect to payment amounts previously disbursed by Landlord or Tenantas applicable, from all of Tenant's Agents’s Agents which shall comply with the appropriate provisions, as reasonably determined by Landlord, of California Civil Code Section 3262(d); and (viv) all other information reasonably requested by Landlord. Tenant's ’s request for payment shall be deemed Tenant's ’s acceptance and approval of the work furnished and/or the materials supplied as set forth in Tenant's ’s payment request. On or before the date occurring thirty Within forty-five (3045) days after the Submittal Date, and assuming Landlord receives all of the information described in items (i) through (v), above, and subject to Tenant first disbursing any portion of the Over-Allowance Amount (as defined below) in accordance with Section 4.2.1thereafter, Landlord shall deliver a check to Tenant made to Tenant's Agent (or payable to Tenant if such invoices were previously paid by the Tenant) in payment of the lesser of: (A) the amounts so requested by Tenant, Tenant as set forth in this Section 2.2.2.12.2.3.1, aboveabove (or, less subject to the terms of Section 4.2.1, below, a ten percent (10%) retention (the aggregate amount of such retentions shall be known as the “Final TI Allowance Reimbursement”percentage thereof), and (B) the balance of any remaining available portion of the Expansion Premises Tenant Improvement Allowance (not including the Final TI Allowance Reimbursement)Allowance, provided that Landlord does not dispute any request for payment based on non-compliance of any work with the “Approved Construction Documents”, Working Drawings,” as that term is defined in Section 3.4 3.5 below, or due to any substandard work, or for any other reason as provided in this Lease. Landlord's ’s payment of such amounts shall not be deemed Landlord's ’s approval or acceptance of the work furnished or materials supplied as set forth in Tenant's ’s payment request. 2.2.2.2.

Monthly Disbursements. On or before the twentieth twenty-fifth (20th25th) day of each calendar month month, during the construction of the Tenant Improvements (the “Submittal Date”) (or such other date as Landlord or Tenant may designate)Improvements, Tenant shall deliver to Landlord: (i) a request for payment of the “Contractor,” as that term is defined in Section 4.1 of this Tenant Work Letter, approved by Tenant Tenant, in a form to be provided by Landlord, showing the schedule, by trade, of percentage of completion of the Tenant Improvements in the Premises, detailing the portion of the work completed and the portion not completed; (ii) invoices from all of “Tenant's ’s Agents,” as that term is defined in Section 4.1.2 of this Tenant Work Letter, for labor rendered and materials delivered to the Premises (if such invoice is for the Contractor, the Contractor will need to provide an application and certificate for payment [AIA form G702-1992 or equivalent] signed by the Architect/Space Planner, and a breakdown sheet [AIA form G703-1992 or equivalent])Premises; (iii) an original letter from the Tenant approving such invoices and requesting payment from the Tenant Improvement Allowance; (iv) executed mechanic's lien releases, which ’s lien releases shall be conditional with respect to the then-requested payment amounts and unconditional with respect to payment amounts previously disbursed by Landlord or Tenant, from all of Tenant's Agents’s Agents which shall comply with the appropriate provisions, as reasonably determined by Landlord, of California Civil Code Section 3262(d); and (viv) all other information reasonably requested by Landlord. Tenant's ’s request for payment shall be deemed Tenant's ’s acceptance and approval of the work furnished and/or the materials supplied as set forth in Tenant's ’s payment request. On or before the date occurring thirty (30) days after the Submittal Date, and assuming Landlord receives all last day of the information described in items (i) through (v), above, and subject to Tenant first disbursing any portion of the Over-Allowance Amount (as defined below) in accordance with Section 4.2.1following month, Landlord shall deliver a check to Tenant made jointly payable to Tenant's Agent (or to Contractor and Tenant if such invoices were previously paid by the Tenant) in payment of the lesser of: (A) the amounts so requested by Tenant, as set forth in this Section 2.2.2.1, above, less a ten percent (10%) retention (the aggregate amount of such retentions shall to be known as the “Final TI Allowance ReimbursementRetention”), and (B) the balance of any remaining available portion of the Expansion Premises Tenant Improvement Allowance (not including the Final TI Allowance ReimbursementRetention), provided that Landlord does not dispute any request for payment based on a non-compliance of any work with the “Approved Construction Documents”, Working Drawings,” as that term is defined in Section 3.4 below, or due to any substandard work, or for any other reason as provided in this Lease. Landlord's ’s payment of such amounts shall not be deemed Landlord's ’s approval or acceptance of the work furnished or materials supplied as set forth in Tenant's ’s payment request. 2.2.2.2.

Monthly Disbursements. On or before the twentieth (20th) day of each calendar month during the construction of the Tenant Improvements (the “Submittal Date”) (or such other date as Landlord or Tenant may designate), Tenant shall deliver to Landlord: (i) a request for payment of the “Contractor,” as that term is defined in Section 4.1 of this Tenant Work Letter, approved by Tenant showing the schedule, by trade, of percentage of completion of the Tenant Improvements in the Premises; (ii) invoices from all of “Tenant's ’s Agents,” as that term is defined in Section 4.1.2 of this Tenant Work Letter, for labor rendered and materials delivered to the Premises (if such invoice is for the Contractor, the Contractor will need to provide an application and certificate for payment [AIA form G702-1992 or equivalent] signed by the Architect/Space Planner, and a breakdown sheet [AIA form G703-1992 or equivalent]); (iii) an original letter from the Tenant approving such invoices and requesting payment from the Tenant Improvement Allowance; (iv) executed mechanic's ’s lien releases, which lien releases shall be conditional with respect to the then-requested payment amounts and unconditional with respect to payment amounts previously disbursed by Landlord or Tenant, from all of Tenant's Agents’s Agents which shall comply with the appropriate provisions, as reasonably determined by Landlord, of California Civil Code Sections 8132, 8134, 8136 and 8138; and (v) all other information reasonably requested by Landlord. Tenant's ’s request for payment shall be deemed Tenant's ’s acceptance and approval of the work furnished and/or the materials supplied as set forth in Tenant's ’s payment request. On or before the date occurring thirty (30) days after the Submittal Date, and assuming Landlord receives all of the information described in items (i) through (v), above, and subject to Tenant first disbursing any portion of the Over-Allowance Amount (as defined below) in accordance with Section 4.2.1, Landlord shall deliver a check to Tenant made to Tenant's ’s Agent (or to Tenant if such invoices were previously paid by the Tenant) in payment of the lesser of: (A) the amounts so requested by Tenant, as set forth in this Section 2.2.2.1, above, less a ten percent (10%) retention (the aggregate amount of such retentions shall be known as the “Final TI Allowance Reimbursement”), and (B) the balance of any remaining available portion of the Expansion Premises Tenant Improvement Allowance (not including the Final TI Allowance Reimbursement), provided that Landlord does not dispute any request for payment based on non-compliance of any work with the “Approved Construction Documents”, as that term is defined in Section 3.4 below, or due to any substandard work, or for any other reason as provided in this Lease. Landlord's ’s payment of such amounts shall not be deemed Landlord's ’s approval or acceptance of the work furnished or materials supplied as set forth in Tenant's ’s payment request. 2.2.2.2.

Monthly Disbursements. On or before the twentieth (20th) day of each calendar month during the construction of the Tenant Improvements (the “Submittal Date”) (or such other date as Landlord or Tenant may designate), Tenant shall deliver to Landlord: (i) a request for payment of the “Contractor,” as that term is defined in Section 4.1 of this Tenant Work Letter, approved by Tenant showing the schedule, by trade, of percentage of completion of the Tenant Improvements in the Premises; (ii) invoices from all of “Tenant's ’s Agents,” as that term is defined in Section 4.1.2 of this Tenant Work Letter, for labor rendered and materials delivered to the Premises (if such invoice is for the Contractor, the Contractor will need to provide an application and certificate for payment [AIA form G702-1992 or equivalent] signed by the Architect/Space Planner, and a breakdown sheet [AIA form G703-1992 or equivalent]); (iii) an original letter from the Tenant approving such invoices and requesting payment from the Tenant Improvement Allowance; (iv) executed mechanic's ’s lien releases, which lien releases shall be conditional with respect to the then-requested payment amounts and unconditional with respect to payment amounts previously disbursed by Landlord or Tenant, from all of Tenant's ’s Agents; and (v) all other information reasonably requested by Landlord. Tenant's ’s request for payment shall be deemed Tenant's ’s acceptance and approval of the work furnished and/or the materials supplied as set forth in Tenant's ’s payment request. On or before the date occurring thirty (30) days after the Submittal Date, and assuming Landlord receives all of the information described in items (i) through (v), above, and subject to Tenant first disbursing any portion of the Over-Allowance Amount (as defined below) in accordance with Section 4.2.1, Landlord shall deliver a check to Tenant made to Tenant's ’s Agent (or to Tenant if such invoices were previously paid by the Tenant) in payment of the lesser of: (A) the amounts so requested by Tenant, as set forth in this Section 2.2.2.1, above, less a ten percent (10%) retention (the aggregate amount of such retentions shall be known as the “Final TI Allowance Reimbursement”), and (B) the balance of any remaining available portion of the Expansion Premises Tenant Improvement Allowance (not including the Final TI Allowance Reimbursement), provided that Landlord does not dispute any request for payment based on non-compliance of any work with the “Approved Construction Documents”, as that term is defined in Section 3.4 below, or due to any substandard work, or for any other reason as provided in this Lease. Landlord's ’s payment of such amounts shall not be deemed Landlord's ’s approval or acceptance of the work furnished or materials supplied as set forth in Tenant's ’s payment request. 2.2.2.2.

Monthly Disbursements. On or before the twentieth (20th) day of each calendar month during the construction of the Tenant Improvements (the “Submittal Date”) (or such other date as Landlord or Tenant may designate), Tenant shall deliver to Landlord: (i) a request for payment of the “Contractor,” as that term is defined in Section 4.1 of this Tenant Work Letter, approved by Tenant showing the schedule, by trade, of percentage of completion of the Tenant Improvements in the Additional Premises and/or the Existing Premises; (ii) invoices from all of “Tenant's ’s Agents,” as that term is defined in Section 4.1.2 of this Tenant Work Letter, for labor rendered and materials delivered to the Additional Premises and/or the Existing Premises (if such invoice is for the Contractor, the Contractor will need to provide an application and certificate for payment [AIA form G702-1992 or equivalent] signed by the Architect/Space Planner, and a breakdown sheet [AIA form G703-1992 or equivalent]); (iii) an original letter from the Tenant approving such invoices and requesting payment from the Tenant Improvement First Amendment Allowance; (iv) executed mechanic's ’s lien releases, which lien releases shall be conditional with respect to the then-requested payment amounts and unconditional with respect to payment amounts previously disbursed by Landlord or Tenant, from all of Tenant's Agents’s Agents which shall comply with the appropriate provisions, as reasonably determined by Landlord, of California Civil Code Sections 8132, 8134, 8136 and 8138; and (v) all other information reasonably requested by Landlord. Tenant's ’s request for payment shall be deemed Tenant's ’s acceptance and approval of the work furnished and/or the materials supplied as set forth in Tenant's ’s payment request. On or before the date occurring thirty (30) days after the Submittal Date, and assuming Landlord receives all of the information described in items (i) through (v), above, and subject to Tenant first disbursing any portion of the Over-Allowance Amount (as defined below) in accordance with Section 4.2.1, Landlord shall deliver a check to Tenant made to Tenant's ’s Agent (or to Tenant if such invoices were previously paid by the Tenant) in payment of the lesser of: (A) the amounts so requested by Tenant, as set forth in this Section 2.2.2.1, above, less a ten percent (10%) retention (the aggregate amount of such retentions shall be known as the “Final TI Allowance Reimbursement”), and (B) the balance of any remaining available portion of the Expansion Premises Tenant Improvement First Amendment Allowance (not including the Final TI Allowance Reimbursement), provided that Landlord does not dispute any request for payment based on non-compliance of any work with the “Approved Construction Documents”, as that term is defined in Section 3.4 below, or due to any substandard work, or for any other reason as provided in this Lease. Landlord's ’s payment of such amounts shall not be deemed Landlord's ’s approval or acceptance of the work furnished or materials supplied as set forth in Tenant's ’s payment request. 2.2.2.2.

Monthly Disbursements. On or before the twentieth (20th) first day of each calendar month month, as determined by Landlord, during the construction of the Tenant Improvements (the “Submittal Date”) Work (or such other date as Landlord or Tenant may designate), Tenant shall deliver to Landlord: (i) a request for payment of the “"Contractor,” " as that term is defined in Section 4.1 4(a) of this Tenant Work Letter, approved by Tenant Tenant, in a form to be provided by Landlord, showing the schedule, by trade, of percentage of completion of the Tenant Improvements Work in the Premises, detailing the portion of the work completed and the portion not completed; (ii) invoices from (i) the Contractor and (ii) all of “subcontractors, laborers, materialmen and suppliers used by Tenant or Contractor (together with the Contractor, "Tenant's Agents,” as that term is defined in Section 4.1.2 of this Tenant Work Letter"), for labor rendered and materials delivered to the Premises (if such invoice is for the Contractor, the Contractor will need to provide an application and certificate for payment [AIA form G702-1992 or equivalent] signed by the Architect/Space Planner, and a breakdown sheet [AIA form G703-1992 or equivalent])Premises; (iii) an original letter from the Tenant approving such invoices and requesting payment from the Tenant Improvement Allowance; (iv) executed mechanic's lien releases, which lien releases shall be conditional with respect to the then-requested payment amounts and unconditional with respect to payment amounts previously disbursed by Landlord or Tenant, from all of Tenant's AgentsAgents which shall comply with the appropriate provisions, as reasonably determined by Landlord, of California Civil Code Section 3262(d); (iv) a check payable to Landlord in the amount of Tenant's Share (as defined in Section 7(d) below) of the particular amount of the payment requested by the Contractor, (v) the information and documentation set forth on SCHEDULE 4 attached hereto, and (vvi) all other information reasonably requested by LandlordLandlord ((i), (ii), (iii), (iv), (v) and (vi) are collectively referred to as a "Complete Payment Request"). Tenant's request for payment shall be deemed Tenant's acceptance and approval of the work furnished and/or the materials supplied as set forth in Tenant's payment request. On or before the date occurring thirty (30) days after the Submittal DateThereafter, provided that Tenant has fulfilled each and every covenant in this Work Letter to date, and assuming Landlord receives all Tenant is not in default under the terms of the information described in items (i) through (v), above, and subject to Tenant first disbursing any portion of the Over-Allowance Amount (as defined below) in accordance with Section 4.2.1this Work Letter or Lease, Landlord shall deliver a check to Tenant made jointly payable to Tenant's Agent (or to Contractor and Tenant if such invoices were previously paid by the Tenant) in payment of the lesser of: (A) the amounts so requested by Tenant, as set forth in this Section 2.2.2.1, above, less a ten percent (10%) retention (the aggregate amount of such retentions shall to be known as the “Final TI Allowance Reimbursement”"FINAL RETENTION"), and (B) the balance of any remaining available portion of the Expansion Premises Tenant Improvement Landlord's Allowance (not including the Final TI Allowance ReimbursementRetention), provided that Landlord does not dispute any request for payment based on non-compliance of any work with the “Approved Construction Documents”, as that term is defined in Section 3.4 belowPlans, or due to any substandard work, or for any other reason as provided in this Leasereason. Landlord's payment of such amounts shall not be deemed Landlord's approval or acceptance of the work furnished or materials supplied as set forth in Tenant's payment request. 2.2.2.2Payment shall be made to Tenant within thirty (30) days after Landlord's receipt of a Complete Payment Request.

Monthly Disbursements. On or before the twentieth fifth (20th5th) day of each calendar month during the construction of the Tenant Improvements (the “Submittal Date”) (or such other date as Landlord or Tenant may designate), Tenant shall deliver to Landlord: (i) a request for payment of the “Contractor,” as that term is defined in Section 4.1 of this Tenant Work Letterbelow, approved by Tenant Tenant, using the current AIA contract and payment forms showing the schedule, by trade, of percentage of completion of the Tenant Improvements in the PremisesExpansion Space, detailing the portion of the work completed and the portion not completed, and demonstrating that the relationship between the cost of the work completed and the cost of the work to be completed complies with the terms of the “Construction Budget,” as that term is defined in Section 4.2.1 below; (ii) paid invoices from all of “Tenant's ’s Agents,” as that term is defined in Section 4.1.2 of this Tenant Work Letterbelow, for labor rendered and materials delivered to the Premises (if such invoice is for the Contractor, the Contractor will need to provide an application and certificate for payment [AIA form G702-1992 or equivalent] signed by the Architect/Space Planner, and a breakdown sheet [AIA form G703-1992 or equivalent])Expansion Space; (iii) an original letter from the Tenant approving such invoices and requesting payment from the Tenant Improvement Allowance; (iv) executed mechanic's lien releases, which ’s lien releases shall (which may be conditional with respect to the then-requested payment amounts and unconditional with respect to payment amounts previously disbursed by Landlord or Tenant, releases pending receipt of payment) from all of Tenant's Agents’s Agents which shall comply with the appropriate provisions of Arizona law, as reasonably determined by Landlord; and (viv) all other information reasonably requested by LandlordLandlord including sign off by Tenant’s architect with respect to such payment request. Tenant's ’s request for payment shall be deemed Tenant's ’s acceptance and approval of the work furnished and/or the materials supplied as set forth in Tenant's ’s payment request. On or before the date occurring thirty twenty-fifth (3025th) days after the Submittal Date, and assuming Landlord receives all day of the information described following calendar month in items (i) through (v), above, and subject to Tenant first disbursing any portion of the Over-Allowance Amount (as defined below) in accordance with Section 4.2.1which Tenant’s request for payments is delivered, Landlord shall deliver a check to Tenant made jointly payable to Tenant's Agent (or to Contractor and Tenant if such invoices were previously paid by the Tenant) in payment of the lesser of: of (A) the amounts so requested by Tenant, as set forth in this Section 2.2.2.1, above, less a ten percent (10%) retention (the aggregate amount of such retentions shall to be known as the “Final TI Allowance ReimbursementRetention”), ) and (B) the balance of any remaining available portion of the Expansion Premises Tenant Improvement Allowance (not including the Final TI Allowance ReimbursementRetention), provided that Landlord does not dispute any request for payment based on non-compliance noncompliance of any work with the “Approved Construction DocumentsWorking Drawings”, as that term is defined in Section 3.4 below, or due to any substandard work, or for any other reason as provided in this Leasereason. Landlord's ’s payment of such amounts shall not be deemed Landlord's ’s approval or acceptance of the work furnished or materials supplied as set forth in Tenant's ’s payment request. 2.2.2.2.

Monthly Disbursements. On or before the twentieth (20th) day of each calendar month during the construction of the Tenant Improvements (the “Submittal Date”) (or such other date as Landlord or Tenant may designate), Tenant shall deliver to Landlord: (i) a request for payment of the “Contractor,” as that term is defined in Section 4.1 of this Tenant Work Letter, approved by Tenant showing the schedule, by trade, of percentage of completion of the Tenant Improvements in the Premises; (ii) invoices from all of “Tenant's ’s Agents,” as that term is defined in Section 4.1.2 of this Tenant Work Letter, for labor rendered and materials delivered to the Premises (if such invoice is for the Contractor, the Contractor will need to provide an application and certificate for payment [AIA form G702-1992 or equivalent] signed by the Architect/Space Planner, and a breakdown sheet [AIA form G703-1992 or equivalent]); (iii) an original letter from the Tenant approving such invoices and requesting payment from the Tenant Improvement Allowance; (iv) executed mechanic's ’s lien releases, which lien releases shall be conditional with respect to the then-requested payment amounts and unconditional with respect to payment amounts previously disbursed by Landlord or Tenant, from all of Tenant's ’s Agents; and (v) all other information reasonably requested by Landlord. Tenant's ’s request for payment shall be deemed Tenant's ’s acceptance and approval of the work furnished and/or the materials supplied as set forth in Tenant's ’s payment request. On or before the date occurring thirty (30) days after the Submittal Date, and assuming Landlord receives all of the information described in items (i) through (v), above, and subject to Tenant first disbursing any portion of the Over-Allowance Amount (as defined below) in accordance with Section 4.2.1, Landlord shall deliver a check to Tenant made to Tenant's ’s Agent (or to Tenant if such invoices were previously paid by the Tenant) in payment of the lesser of: (A) the amounts so requested by Tenant, as set forth in this Section 2.2.2.1, above, less a ten percent (10%) retention (the aggregate amount of such retentions shall be known as the “Final TI Allowance Reimbursement”), and (B) the balance of any remaining available portion of the Expansion Premises Tenant Improvement Allowance (not including the Final TI Allowance Reimbursement), provided that Landlord does not dispute any request for payment based on non-compliance of any work with the “Approved Construction Documents”, as that term is defined in Section 3.4 below, or due to any substandard work, or for any other reason as provided in this Lease. Landlord's ’s payment of such amounts shall not be deemed Landlord's ’s approval or acceptance of the work furnished or materials supplied as set forth in Tenant's ’s payment request. 2.2.2.2.

Monthly Disbursements. On or before the twentieth first (20th1st) day of each calendar month during the construction of the Tenant Improvements (the “Submittal Date”) (or such other date as Landlord or Tenant may designate), Tenant shall deliver to Landlord: (i) a request for payment of the “Contractor,” as that term is defined in Section 4.1 of this Tenant Work Letterbelow, approved by Tenant Tenant, in a form to be provided by Landlord, showing the schedule, by trade, of percentage of completion of the Tenant Improvements in the Premises, detailing the portion of the work completed and the portion not completed, and demonstrating that the relationship between the cost of the work completed and the cost of the work to be completed complies with the terms of the “Construction Budget,” as that term is defined in Section 4.2.1 below; (ii) invoices from all of “Tenant's ’s Agents,” as that term is defined in Section 4.1.2 of this Tenant Work Letterbelow, for labor rendered and materials delivered to the Premises (if such invoice is for the Contractor, the Contractor will need to provide an application and certificate for payment [AIA form G702-1992 or equivalent] signed by the Architect/Space Planner, and a breakdown sheet [AIA form G703-1992 or equivalent])Premises; (iii) an original letter from the Tenant approving such invoices and requesting payment from the Tenant Improvement Allowance; (iv) executed mechanic's lien releases, which ’s lien releases shall be conditional with respect to the then-requested payment amounts and unconditional with respect to payment amounts previously disbursed by Landlord or Tenant, from all of Tenant's Agents’s Agents which shall comply with the appropriate provisions, as reasonably determined by Landlord, of California Civil Code Section 3262(d); and (viv) all other information reasonably requested by Landlord. Tenant's request for payment shall be deemed Tenant's acceptance and approval of the work furnished and/or the materials supplied as set forth in Tenant's payment request. On or before the date occurring thirty fifth (305th) days after the Submittal Date, and assuming Landlord receives all day of the information described in items (i) through (v), above, and subject to Tenant first disbursing any portion of the Over-Allowance Amount (as defined below) in accordance with Section 4.2.1following calendar month, Landlord shall deliver a check to Tenant made jointly payable to Tenant's Agent (or to Contractor and Tenant if such invoices were previously paid by the Tenant) in payment of the lesser of: of (A) Landlord’s Percentage Share of the amounts so requested by Tenant, as set forth in this Section 2.2.2.1, above, less a Landlord’s Percentage Share of ten percent (10%) retention (the aggregate amount of such retentions shall to be known as the “Final TI Allowance ReimbursementRetention”), ) and (B) the balance of any remaining available portion of the Expansion Premises Tenant Improvement Allowance (not including the Final TI Allowance ReimbursementRetention), provided that Landlord does not dispute any request for payment based on non-compliance of any work with the “Approved Construction DocumentsWorking Drawings”, as that term is defined in Section 3.4 below, or due to any substandard work, or for any other reason reason. For purposes of this Tenant Work Letter, “Landlord’s Percentage Share” shall be calculated by dividing the amount of the Tenant Improvement Allowance by the estimated budget for the Tenant Improvements (including any change orders) as provided prepared by Tenant and reasonably approved by Landlord from time to time, and shall in this Leaseno event exceed one hundred percent (100%). Within twenty (20) days after Tenant’s delivery to Landlord of the items described in clauses (i) through (iv), Tenant shall pay the balance of the amounts requested by Tenant (less the remaining balance of the retention), and shall provide Landlord with written evidence of that payment. Landlord's ’s payment of such amounts shall not be deemed Landlord's ’s approval or acceptance of the work furnished or materials supplied as set forth in Tenant's ’s payment request. 2.2.2.2.

Monthly Disbursements. On or before the twentieth (20th) day of each calendar month during the construction of the Tenant Improvements (the “Submittal Date”) (or such other date as Landlord or Tenant may designate), Tenant shall deliver to Landlord: (i) a request for payment of the “Contractor,” as that term is defined in Section 4.1 of this Tenant Work Letter, approved by Tenant showing the schedule, by trade, of percentage of completion of the Tenant Improvements in the Premises; (ii) invoices from all of “Tenant's Agents,” as that term is defined in Section 4.1.2 of this Tenant Work Letter, for labor rendered and materials delivered to the Premises (if such invoice is for the Contractor, the Contractor will need to provide an application and certificate for payment [AIA form G702-1992 or equivalent] signed by the Architect/Space Planner, and a breakdown sheet [AIA form G703-1992 or equivalent]); (iii) an original letter from the Tenant approving such invoices and requesting payment from the Tenant Improvement Allowance; (iv) executed mechanic's lien releases, which lien releases shall be conditional with respect to the then-requested payment amounts and unconditional with respect to payment amounts previously disbursed by Landlord or Tenant, from all of Tenant's Agents; and (v) all other information reasonably requested by Landlord. Tenant's request for payment shall be deemed TenantXxxxxx's acceptance and approval of the work furnished and/or the materials supplied as set forth in Tenant's payment request. On or before the date occurring thirty (30) days after the Submittal Date, and assuming Landlord receives all of the information described in items (i) through (v), above, and subject to Tenant first disbursing any portion of the Over-Allowance Amount (as defined below) in accordance with Section 4.2.1, Landlord shall deliver a check to Tenant made to Tenant's Agent (or to Tenant if such invoices were previously paid by the Tenant) in payment of the lesser of: (A) the amounts so requested by TenantXxxxxx, as set forth in this Section 2.2.2.1, above, less a ten percent (10%) retention (the aggregate amount of such retentions shall be known as the “Final TI Allowance Reimbursement”), and (B) the balance of any remaining available portion of the Expansion Premises Tenant Improvement Allowance (not including the Final TI Allowance Reimbursement), provided that Landlord does not dispute any request for payment based on non-compliance of any work with the “Approved Construction Documents”, as that term is defined in Section 3.4 below, or due to any substandard work, or for any other reason as provided in this Lease. Landlord's payment of such amounts shall not be deemed Landlord's approval or acceptance of the work furnished or materials supplied as set forth in Tenant's payment request. 2.2.2.2

Monthly Disbursements. On or before the twentieth twenty-fifth (20th25th) day of each calendar month month, during the construction of the Tenant Improvements (the “Submittal Date”) (or such other date as Landlord or Tenant may designate), Tenant shall deliver to Landlord: (i) a request for payment of the “"Contractor,” " as that term is defined in Section 4.1 4.1.1 of this Tenant Work Letter, approved by Tenant Tenant, in a form to be provided by Landlord, showing the schedule, by trade, of percentage of completion of the Tenant Improvements in the Premises, detailing the portion of the work completed and the portion not completed; (ii) invoices from all of “"Tenant's Agents,” " as that term is defined in Section 4.1.2 of this Tenant Work Letter, for labor rendered and materials delivered to the Premises (if such invoice is for the Contractor, the Contractor will need to provide an application and certificate for payment [AIA form G702-1992 or equivalent] signed by the Architect/Space Planner, and a breakdown sheet [AIA form G703-1992 or equivalent])Premises; (iii) an original letter from the Tenant approving such invoices and requesting payment from the Tenant Improvement Allowance; (iv) executed conditional mechanic's lien releasesreleases as to amounts subject to such draw, which and unconditional mechanic’s lien releases shall be conditional with respect to amounts previous paid no less than sixty (60) days prior to the then-requested payment amounts and unconditional with respect to payment amounts previously disbursed by Landlord or Tenantdate of such release, from all of Tenant's AgentsAgents which shall comply with the appropriate provisions, as reasonably determined by Landlord, of California Civil Code Sections 8132, 8134, 8136 and 8138; (iv) all of the Tenant Deliverables set forth in Sections 2 and 3 of Schedule 1 attached to this Work Letter, (i.e., the “Ongoing During Construction” and “Prior to Release of Any Funds” categories of Tenant Deliverables, respectively); (v) invoices for softs costs constituting Improvement Allowance Items, and (vvi) all other information reasonably requested by Landlord. Tenant's request for payment shall be deemed Tenant's acceptance and approval of the work furnished and/or the materials supplied as set forth in Tenant's payment request. On or before the date occurring thirty (30) days after the Submittal DateThereafter, and assuming Landlord receives all of the information described in items (i) through (v), above, with respect to payments due and subject owing to Tenant first disbursing any portion of the Over-Allowance Amount (as defined below) in accordance with Section 4.2.1Contractor, Landlord shall deliver a check to Tenant made to Tenant's Agent (or to Tenant if such invoices were previously paid by the Tenant) in payment of the lesser of: (A) the amounts so requested by Tenant, as set forth in this Section 2.2.2.1, above, less a ten percent (10%) retention (the aggregate amount of such retentions shall from the Contract amount to be known as the “"Final TI Allowance Reimbursement”Retention"), and (B) the balance of any remaining available portion of the Expansion Premises Tenant Improvement Allowance (not including the Final TI Allowance ReimbursementRetention), provided that Landlord does not dispute any request for payment based on material non-compliance of any work with the “"Approved Construction Documents”, Working Drawings," as that term is defined in Section 3.4 below, or due to any substandard work, or for any other reason reason, and (ii) with respect to payments due and owing on account of all Improvement Allowance Items other than payments to the Contractor, Landlord shall deliver a check to Tenant in payment of the lesser of: (A) the amounts so requested by Tenant, as provided set forth in this LeaseSection 2.2.2.1, above, and (B) the balance of any remaining available portion of the Improvement Allowance. Landlord's payment of such amounts shall not be deemed Landlord's approval or acceptance of the work furnished or materials supplied as set forth in Tenant's payment request. 2.2.2.2.

Monthly Disbursements. On or before the twentieth fifth (20th5th) day of each calendar month month, during the design and construction of the Tenant Improvements (the “Submittal Date”) (or such other date as Landlord or Tenant may designate), Tenant shall deliver to Landlord: (i) a request for payment reimbursement of amounts paid to the “"Contractor,” " as that term is defined in Section 4.1 4.1.1 of this Tenant Work Letter, approved by Tenant Tenant, in a form to be provided by Landlord, showing the schedule, by trade, of percentage of completion of the Tenant Improvements in the Premises, detailing the portion of the work completed and the portion not completed; (ii) invoices from all of “"Tenant's Agents,” " as that term is defined in Section 4.1.2 of this Tenant Work Letter, for labor rendered and materials delivered to the Premises (if such invoice is for the Contractor, the Contractor will need to provide an application and certificate for payment [AIA form G702-1992 or equivalent] signed by the Architect/Space Planner, and a breakdown sheet [AIA form G703-1992 or equivalent])Premises; (iii) an original letter from the Tenant approving such invoices and requesting payment from the Tenant Improvement Allowance; (iv) executed mechanic's lien releases, which lien releases shall be conditional with respect to the then-requested payment amounts and unconditional with respect to payment amounts previously disbursed by Landlord or Tenantas applicable, from all of Tenant's AgentsAgents which shall comply with the appropriate provisions, as reasonably determined by Landlord, of California Civil Code Sections 8132, 8134, 8136 and 8138; and (viv) all other information reasonably requested by Landlord. Tenant's request for payment shall be deemed Tenant's acceptance and approval of the work furnished and/or the materials supplied as set forth in Tenant's payment request. On or before the date occurring thirty Within forty-five (3045) days after the Submittal Date, and assuming Landlord receives all of the information described in items (i) through (v), above, and subject to Tenant first disbursing any portion of the Over-Allowance Amount (as defined below) in accordance with Section 4.2.1thereafter, Landlord shall deliver a check to Tenant made to Tenant's Agent (or payable to Tenant if such invoices were previously paid by the Tenant) in payment of the lesser of: (A) the amounts so requested by Tenant, Tenant as set forth in this Section 2.2.2.12.2.3.1, aboveabove (or, less subject to the terms of Section 4.2.1, below, a ten percent (10%) retention (the aggregate amount of such retentions shall be known as the “Final TI Allowance Reimbursement”percentage thereof), and (B) the balance of any remaining available portion of the Expansion Premises Tenant Improvement Allowance (not including the Final TI Allowance Reimbursement), provided that Landlord does not dispute any request for payment based on non-compliance of any work with the “"Approved Construction Documents”, Working Drawings," as that term is defined in Section 3.4 3.5 below, or due to any substandard work, or for any other reason as provided in this Lease. Landlord's payment of such amounts shall not be deemed Landlord's approval or acceptance of the work furnished or materials supplied as set forth in Tenant's payment request. 2.2.2.2.

Monthly Disbursements. On or before the twentieth (20th) day of each calendar month during the construction of the Tenant Improvements (the “Submittal Date”) (or such other date as Landlord or Tenant may designate), Tenant shall deliver to Landlord: (i) a request for payment of the “Contractor,” as that term is defined in Section 4.1 of this Tenant Work Letter, approved by Tenant showing the schedule, by trade, of percentage of completion of the Tenant Improvements in the Additional Premises; (ii) invoices from all of “Tenant's ’s Agents,” as that term is defined in Section 4.1.2 of this Tenant Work Letter, for labor rendered and materials delivered to the Additional Premises (if such invoice is for the Contractor, the Contractor will need to provide an application and certificate for payment [AIA form G7020702-1992 or equivalent] signed by the Architect/Space Planner, and a breakdown sheet [AIA AJA form G7030703-1992 or equivalent]); (iii) an original letter from the Tenant approving such invoices and requesting payment from the Tenant Improvement Third Amendment Allowance; (iv) executed mechanic's ’s lien releases, which lien releases shall be conditional with respect to the then-requested payment amounts and unconditional with respect to payment amounts previously disbursed by Landlord or Tenant, from all of Tenant's Agents’s Agents which shall comply with the appropriate provisions, as reasonably determined by Landlord, of California Civil Code Sections 8132, 8134, 8136 and 8138; and (v) all other information reasonably requested by Landlord. Tenant's ’s request for payment shall be deemed Tenant's ’s acceptance and approval of the work furnished and/or the materials supplied as set forth in Tenant's ’s payment request. On or before the date occurring thirty (30) days after the Submittal Date, and assuming Landlord receives all of the information described in items (i) through (v), above, and subject to Tenant first disbursing any portion of the Over-Allowance Amount (as defined below) in accordance with Section 4.2.1, Landlord shall deliver a check to Tenant made to Tenant's ’s Agent (or to Tenant if such invoices were previously paid by the Tenant) in payment of the lesser of: (A) the amounts so requested by Tenant, as set forth in this Section 2.2.2.1, above, less a ten percent (10%) retention (the aggregate amount of such retentions shall be known as the “Final TI Allowance Reimbursement”), and (B) the balance of any remaining available portion of the Expansion Premises Tenant Improvement Third Amendment Allowance (not including the Final TI Allowance Reimbursement), provided that Landlord does not dispute any request for payment based on non-compliance of any work with the “Approved Construction Documents”, as that term is defined in Section 3.4 below, or due to any substandard work, or for any other reason as provided in this the Lease, as amended hereby. Landlord's ’s payment of such amounts shall not be deemed Landlord's ’s approval or acceptance of the work furnished or materials supplied as set forth in Tenant's ’s payment request. 2.2.2.2.

Monthly Disbursements. On or before the twentieth tenth (20th10th) day of each calendar month month, during the design and construction of the Tenant Improvements (the “Submittal Date”) (or such other date as Landlord or Tenant may designate), Tenant shall deliver to Landlord: (i) a request for payment reimbursement of amounts paid to the “Contractor,” as that term is defined in Section 4.1 4.1.1 of this Tenant Work Letter, approved by Tenant Tenant, in a commercially reasonable form to be provided by Landlord, showing the schedule, by trade, of percentage of completion of the Tenant Improvements in the Premises, detailing the portion of the work completed and the portion not completed; (ii) invoices from all of “Tenant's ’s Agents,” as that term is defined in Section 4.1.2 of this Tenant Work Letter, for labor rendered and materials delivered to the Premises (if such invoice is for the Contractor, the Contractor will need to provide an application and certificate for payment [AIA form G702-1992 or equivalent] signed by the Architect/Space Planner, and a breakdown sheet [AIA form G703-1992 or equivalent])Premises; (iii) an original letter from the Tenant approving such invoices and requesting payment from the Tenant Improvement Allowance; (iv) executed mechanic's ’s lien releases, which lien releases shall be conditional with respect to the then-requested payment amounts and unconditional with respect to payment amounts previously disbursed by Landlord or Tenantas applicable, from all of Tenant's Agents’s Agents which shall comply with the appropriate provisions, as reasonably determined by Landlord, of California Civil Code Section 3262(d); and (viv) all other information reasonably requested by Landlord. Tenant's request for payment shall be deemed Tenant's acceptance and approval of the work furnished and/or the materials supplied as set forth in Tenant's payment request. On or before the date occurring thirty Within forty-five (3045) days after the Submittal Date, and assuming Landlord receives all of the information described in items (i) through (v), above, and subject to Tenant first disbursing any portion of the Over-Allowance Amount (as defined below) in accordance with Section 4.2.1thereafter, Landlord shall deliver a check to Tenant made to Tenant's Agent (or payable to Tenant if such invoices were previously paid by the Tenant) in payment of the lesser of: (A) the amounts so requested by Tenant, Tenant as set forth in this Section 2.2.2.1, aboveabove (or, less subject to the terms of Section 4.2.1, below, a ten percent (10%) retention (the aggregate amount of such retentions shall be known as the “Final TI Allowance Reimbursement”percentage thereof), and (B) the balance of any remaining available portion of the Expansion Premises Tenant Improvement Allowance (not including the Final TI Allowance Reimbursement)Allowance, provided that Landlord does not dispute any request for payment based on non-compliance of any work with the “Approved Construction Documents”, Working Drawings,” as that term is defined in Section 3.4 3.5 below, or due to any substandard work, or for any other reason work (as provided in this Leasereasonably determined by Landlord). Landlord's ’s payment of such amounts shall not be deemed Landlord's ’s approval or acceptance of the work furnished or materials supplied as set forth in Tenant's ’s payment request. 2.2.2.2.

Monthly Disbursements. On or before the twentieth (20th) day of each calendar month month, as determined by Landlord, during the construction of the Tenant Improvements (the “Submittal Date”) (or such other date as Landlord or Tenant may designate), Tenant shall deliver to Landlord: (i) a request for payment of the “"Contractor,” " as that term is defined in Section 4.1 of this Tenant Work Letter, approved by Tenant Tenant, in a form to be provided by Landlord, showing the schedule, by trade, of percentage of completion of the Tenant Improvements in the Premises, detailing the portion of EXHIBIT A-1 -3- 000 XXXXXXX XXXXXXXXX [Atara Biotherapeutics, Inc.] the work completed and the portion not completed; (ii) invoices from all of “"Tenant's Agents,” " as that term is defined in Section 4.1.2 of this Tenant Work Letter, for labor rendered and materials delivered to the Premises (if such invoice is for the Contractor, the Contractor will need to provide an application and certificate for payment [AIA form G702-1992 or equivalent] signed by the Architect/Space Planner, and a breakdown sheet [AIA form G703-1992 or equivalent])Premises; (iii) an original letter from the Tenant approving such invoices and requesting payment from the Tenant Improvement Allowance; (iv) executed mechanic's lien releases, which lien releases shall be conditional with respect to the then-requested payment amounts and unconditional with respect to payment amounts previously disbursed by Landlord or Tenant, from all of Tenant's AgentsAgents which shall comply with the appropriate provisions, as reasonably determined by Landlord, of California Civil Code Section 3262(d); and (viv) all other information reasonably requested by Landlord. Tenant's request for payment shall be deemed TenantXxxxxx's acceptance and approval of the work furnished and/or the materials supplied as set forth in Tenant's payment request. On or before the date occurring thirty (30) days after the Submittal Date, and assuming Landlord receives all of the information described in items (i) through (v), above, and subject to Tenant first disbursing any portion of the Over-Allowance Amount (as defined below) in accordance with Section 4.2.1Thereafter, Landlord shall deliver a check to Tenant made to Tenant's Agent (or to Tenant if such invoices were previously paid by the Tenant) in payment of the lesser of: (A) the amounts so requested by TenantXxxxxx, as set forth in this Section 2.2.2.1, above, less a ten percent (10%) retention (the aggregate amount of such retentions shall to be known as the “"Final TI Allowance Reimbursement”Retention"), and (B) the balance of any remaining available portion of the Expansion Premises Tenant Improvement Allowance (not including the Final TI Allowance ReimbursementRetention), provided that Landlord does not dispute any request for payment based on non-compliance of any work with the “"Approved Construction Documents”, Working Drawings," as that term is defined in Section 3.4 below, or due to any substandard work, or for any other reason as provided in this Leasereason. Landlord's payment of such amounts shall not be deemed Landlord's approval or acceptance of the work furnished or materials supplied as set forth in Tenant's payment request. 2.2.2.2.

Monthly Disbursements. On or before the twentieth (20th) day (the “Submittal Date”) of each calendar month during the construction of the Tenant Improvements (the “Submittal Date”) (or such other date as Landlord or Tenant may designate), Tenant shall shall, if Tenant desires disbursements of the Tenant Improvement Allowance at such time, deliver to Landlord: (i) a request for payment of the “Contractor,” as that term is defined in Section 4.1 4.1(a) of this Tenant Work Letter, approved by Tenant Tenant, in a commercially reasonable form to be provided by Landlord, showing the schedule, by trade, of percentage of completion of the Tenant Improvements in the Premises, detailing the portion of the work completed and the portion not completed, and demonstrating that the relationship between the cost of the work completed and the cost of the work to be completed complies with the terms of the “Construction Budget,” as that term is defined in Section 4.2(a) of this Tenant Work Letter, as such Construction Budget may be updated from time to time; (ii) invoices from all of “Tenant's ’s Agents,” ”, as that term is defined in Section 4.1.2 4.1(b) of this Tenant Work Letter, for labor rendered and materials delivered to the Premises (if such invoice is for the Contractor, the Contractor will need to provide an application and certificate for payment [AIA form G702-1992 or equivalent] signed by the Architect/Space Planner, and a breakdown sheet [AIA form G703-1992 or equivalent])Premises; (iii) an original letter from the Tenant approving such invoices and requesting payment from the Tenant Improvement Allowance; (iv) in connection with reimbursement payments to Tenant, executed mechanic's unconditional lien releases, which and in connection with payments that are not reimbursements, conditional lien releases shall be conditional with respect to the then-requested payment amounts and unconditional with respect to payment amounts previously disbursed by Landlord or Tenantreleases, in each case, from all of Tenant's Agents’s Agents which shall comply with the appropriate provisions, as reasonably determined by Landlord, of California Civil Code Sections 8132 through 8138; and (viv) all other information reasonably requested by Landlord. As between Landlord and Tenant's , Tenant’s request for payment shall be deemed Tenant's ’s acceptance and approval of the work furnished and/or the materials supplied as set forth in Tenant's ’s payment request. On or before the date occurring thirty (30) days after the Submittal Date, and assuming Landlord receives all of the information described in items (i) through (viv), above, and subject to Tenant first disbursing any portion of the Over-Allowance Amount (as defined below) in accordance with Section 4.2.1, Landlord shall deliver a check to Contractor made payable to Contractor, or a check to Tenant made to Tenant's Agent (or payable to Tenant if such invoices were previously Tenant is requesting reimbursements for previous amounts paid by the Tenant) Tenant to its Agents, in payment of the lesser of: (A) the amounts so requested by Tenant, as set forth in this Section 2.2.2.1, 2.2(b)(1) above, less a ten percent (10%) retention (the aggregate amount of such retentions shall be known as the “Final TI Allowance Reimbursement”), and (B) the balance of any remaining available portion of the Expansion Premises Tenant Improvement Allowance (not including the Final TI Allowance ReimbursementRetention as the term is defined in Section 2.2(b)(2) below), provided that Landlord does not reasonably dispute any request for payment based on non-compliance of any work with the “Approved Construction DocumentsWorking Drawings”, as that term is defined in Section 3.4 below, or due to any substandard work, or for any other reason as provided in this Leasereason. Landlord's ’s payment of such amounts shall not be deemed Landlord's ’s approval or acceptance of the work furnished or materials supplied as set forth in Tenant's ’s payment request. 2.2.2.2.

Monthly Disbursements. On or before the twentieth fifth (20th5th) day of each calendar month during the design or construction of the Tenant Improvements (the “Submittal Date”) (or on such other date as Landlord or and Tenant may designatereasonably agree in writing), Tenant shall may deliver to Landlord: (i) a request for payment of the “"Contractor,” " (as that term is defined in Section 4.1 of this Tenant Work Letter4.1.1 below), approved by Tenant Tenant, showing the schedule, by trade, of percentage of completion of the Tenant Improvements in the Premises, detailing the portion of the Improvements completed and the portion not completed; (ii) invoices from all of “"Tenant's Agents,” " (as that term is defined in Section 4.1.2 of this Tenant Work Letterbelow), and from the design consultants, project managers and the "Architect" and the "Engineers", for labor rendered with respect to, and materials delivered to to, the Premises (if such invoice is for the Contractor, the Contractor will need to provide an application and certificate for payment [AIA form G702-1992 or equivalent] signed by the Architect/Space Planner, and a breakdown sheet [AIA form G703-1992 or equivalent])EXHIBIT E -2- period in question; (iii) an original letter from conditional progress lien waivers in recordable form executed by the Tenant approving Contractor and Tenant’s Agents whose work is the subject of such invoices and requesting request for payment from (subject only to the Tenant Improvement Allowancereceipt of payment therefor); (iv) unconditional progress lien waivers in recordable form executed mechanic's lien releases, which lien releases shall be conditional by the Contractor and Tenant’s Agents with respect to the then-requested payment any amounts and unconditional with respect to payment amounts previously disbursed funded by Landlord or Tenant, from all more than thirty (30) days prior to the date of Tenant's Agentsthe request for payment; and (v) all other information reasonable supporting detail in AIA G702 format (or another format reasonably requested acceptable to Landlord) including, but not limited to, work orders, invoices, sales receipts, bills of lading, time sheets and material purchase orders for the costs incurred by Tenant reasonably acceptable to Landlord. Tenant's request for payment shall be deemed Tenant's acceptance and approval of the work furnished and/or the materials supplied as set forth in Tenant's payment request. On or before the date occurring thirty (30) days after the Submittal Date, and assuming Landlord receives all of the information described in items (i) through (v), above, and subject to Tenant first disbursing any portion of the Over-Allowance Amount (as defined below) in accordance with Section 4.2.1Thereafter, Landlord shall deliver a check to Tenant made payable to Tenant's Agent Tenant (or at Tenant’s option made jointly payable to Tenant if such invoices were previously paid by the Contractor and Tenant) in payment of the lesser of: (Aa) the amounts so requested by Tenant, as set forth in this Section 2.2.2.1, above, less a ten percent (10%) retention (on the amount of the Tenant Improvement Allowance the aggregate amount of such retentions shall to be known as the “"Final TI Allowance Reimbursement”Retention"), and (B) the balance of any remaining available portion of the Expansion Premises Tenant Improvement Allowance (not including the Final TI Allowance ReimbursementRetention). Provided that Tenant delivers the items required under the first sentence of this Section 2.2.2.1.1 above to Landlord on or before the fifth (5th) business day of a month, provided such check will be delivered by the last day of such month. If such items are delivered to Landlord after the fifth (5th) business day of a month, then such check shall be delivered to Tenant within thirty (30) days after such items are delivered to Landlord. Landlord reserves the right, before delivering any such check, upon reasonable prior notice and subject to the terms and conditions set forth in Section 25.15 of the Lease, to conduct an inspection of the portion of the Improvements completed by Tenant. If Landlord reasonably determines that Landlord does any of the completed Improvements are not dispute any request for payment based on non-compliance of any work constructed in substantial accordance with the “Approved Construction Documents”, Working Drawings (as that term is defined in Section 3.4 below), or due Landlord shall deliver written notice to Tenant specifying the deficiency, and Tenant shall cause the Contractor within fifteen (15) business days after receipt of Landlord’s written notice to correct the deficiency to the extent necessary to eliminate any substandard workDesign Problem (as defined below) or, or for any other reason as provided in this Lease. Landlord's payment of if such amounts shall deficiency cannot be deemed Landlord's approval or acceptance of so corrected within such fifteen (15) business day period, then Tenant shall cause the work furnished or materials supplied as set forth in Tenant's payment request. 2.2.2.2Contractor to promptly commence the correction within such fifteen (15) business day period and diligently prosecute such correction to completion.

Monthly Disbursements. On or before the twentieth (20th) day of each calendar month From time to time during the construction of the Tenant Improvements (the “Submittal Date”) (or such other date as Landlord or Tenant may designatebut not more than once per month), Tenant shall deliver to Landlord: (i) a request for payment of the “"Contractor,” " as that term is defined in Section 4.1 of this Tenant Work Letter, approved by Tenant Tenant, in a form to be provided by Landlord, showing the schedule, by trade, of percentage of completion of the Tenant Improvements in the Premises, detailing the portion of the work completed and the portion not completed; (ii) invoices from all of “"Tenant's Agents,” " as that term is defined in Section 4.1.2 of this Tenant Work Letter, for labor rendered and materials delivered to the Premises (if such invoice is for the Contractor, the Contractor will need to provide an application and certificate for payment [AIA form G702-1992 or equivalent] signed by the Architect/Space Planner, and a breakdown sheet [AIA form G703-1992 or equivalent])Premises; (iii) an original letter from the Tenant approving such invoices and requesting payment from the Tenant Improvement Allowance; (iv) executed mechanic's lien releases, which lien releases shall be conditional with respect to the then-requested payment amounts and unconditional with respect to payment amounts previously disbursed by Landlord or Tenant, from all of Tenant's AgentsAgents in a form reasonably acceptable to Landlord; and (viv) all other information reasonably requested by Landlord. Tenant's request for payment shall be deemed Tenant's acceptance and approval of the work furnished and/or the materials supplied as set forth in Tenant's payment request. On or before the date occurring Within thirty (30) days after the Submittal Date, and assuming Landlord receives all of the information described in items (i) through (v), above, and subject to Tenant first disbursing any portion of the Over-Allowance Amount (as defined below) in accordance with Section 4.2.1following Tenant’s request, Landlord shall deliver a check to Tenant made to Tenant's Agent the Contractor (or to Tenant if such invoices were previously paid by Tenant provides Landlord proof of Tenant's payment to the Tenant) Contractor and unconditional lien waivers from the Contractor for the applicable portion of the Tenant Improvements completed), in payment of the lesser of: (A) the amounts so requested by Tenant, as set forth in this Section 2.2.2.1, above, less a ten percent (10%) retention (the aggregate amount of such retentions shall to be known as the “"Final TI Allowance Reimbursement”Retention"), and (B) the balance of any remaining available portion of the Expansion Premises Tenant Improvement Allowance (not including the Final TI Allowance ReimbursementRetention), provided that Landlord does not dispute any request for payment based on a non-compliance of any work with the “"Approved Construction Documents”, Working Drawings," as that term is defined in Section 3.4 3.2 below, or due to any substandard work, or for any other reason as provided in this Lease. Landlord's payment of such amounts shall not be deemed Landlord's approval or acceptance of the work furnished or materials supplied as set forth in Tenant's payment request. 2.2.2.2.

Monthly Disbursements. On or before the twentieth tenth (20th10th) day of each calendar month during the construction of the Tenant Improvements (the “Submittal Date”) (or such other date as Landlord or Tenant may designate)Improvements, Tenant shall deliver to Landlord: (i) a request for payment of the “"Contractor,” " as that term is defined in Section 4.1 of this Tenant Work Letter, approved by Tenant and the "Architect", in an industry standard form, showing the schedule, by trade, of percentage of completion of the Tenant Improvements in the Premises, detailing the portion of the work completed and the portion not completed; (ii) paid invoices from all of “"Tenant's Agents,” " as that term is defined in Section 4.1.2 of this Tenant Work Letter, for labor rendered and materials delivered to the Premises (if such invoice is for and evidence that the Contractor, the Contractor will need to provide an application and certificate for payment [AIA form G702-1992 or equivalent] signed by the Architect/Space Planner, and a breakdown sheet [AIA form G703-1992 or equivalent])previous invoices have been paid; (iii) an original letter from the Tenant approving such invoices and requesting payment from the Tenant Improvement Allowance; (iv) executed conditional and/or unconditional mechanic's lien releases, which lien releases shall be conditional with respect to the then-requested payment amounts and unconditional with respect to payment amounts previously disbursed by Landlord or Tenantas applicable, from all of Tenant's AgentsAgents which shall comply with the appropriate provisions, as reasonably determined by Landlord, of California Civil Code Sections 8132, 8134, 8136 and 8138 (the "Releases"); and (viv) all other information relating to the construction of the Tenant Improvements as is reasonably requested by Landlord. Tenant's request for payment shall be deemed Tenant's acceptance and approval of the work furnished and/or the materials supplied as set forth in Tenant's payment request. On or before the date occurring Thereafter, within thirty (30) days after the Submittal Date, and assuming Landlord receives all receipt of the information described in items (i) through (v), above, and subject to Tenant first disbursing any portion of the Over-Allowance Amount (as defined below) in accordance with Section 4.2.1such items, Landlord shall deliver a check to Tenant made payable to Tenant's Agent Tenant (or to Tenant if Contractor or such invoices were previously paid other of Tenant's Agents as requested by the Tenant) in payment of the lesser of: (A) the amounts so requested by Tenant, as set forth in this Section 2.2.2.1, above, less a ten percent (10%) retention (the aggregate amount of such retentions shall to be known as the “"Final TI Allowance Reimbursement”Retention"), and (B) the balance of any remaining available portion of the Expansion Premises Tenant Improvement Allowance (not including the Final TI Allowance ReimbursementRetention), provided that Landlord does not dispute any request for payment based on non-compliance of any work with the “Approved Construction Documents”, as that term is defined in Section 3.4 below, or due to any substandard work, or for any other reason as provided in this Lease. Landlord's payment of such amounts shall not be deemed Landlord's approval or acceptance of the work furnished or materials supplied as set forth in Tenant's payment request. 2.2.2.2.

Monthly Disbursements. On or before the twentieth fifth (20th5th) day of each calendar month (the “Disbursement Submission Date”) during the construction of the Suite 1100 Tenant Improvements (the “Submittal Date”) (or such other date as Landlord or Tenant may designate, provided, any change in date shall not result in a period of more than thirty (30) days between consecutive Disbursement Submission Dates), Tenant shall deliver to Landlord: (i) a request for payment of the “Contractor,” as that term is defined in Section 4.1 of this Tenant Work Letterbelow, approved by Tenant Tenant, using the current AIA contract and payment forms showing the schedule, by trade, of percentage of completion of the Suite 1100 Tenant Improvements in the PremisesSuite 1100 Expansion Space, detailing 905814.01/SD999903.14000/11-9-21//pah -2- the portion of the work completed and the portion not completed; (ii) paid invoices from all of “Tenant's ’s Agents,” as that term is defined in Section 4.1.2 of this Tenant Work Letterbelow, for labor rendered and materials delivered to the Premises (if such invoice is for the Contractor, the Contractor will need to provide an application and certificate for payment [AIA form G702-1992 or equivalent] signed by the Architect/Space Planner, and a breakdown sheet [AIA form G703-1992 or equivalent])Suite 1100 Expansion Space; (iii) an original letter from the Tenant approving such invoices and requesting payment from the Tenant Improvement Allowance; (iv) executed full or partial mechanic's lien releases, which ’s lien releases shall (which may be conditional with respect to the then-requested payment amounts and unconditional with respect to payment amounts previously disbursed by Landlord or Tenant, releases pending receipt of payment) from all of Tenant's Agents’s Agents which shall comply with the appropriate provisions of Arizona law, as reasonably determined by Landlord; and (viv) all other information reasonably requested by Landlord. Landlord including sign off by Tenant's request for payment shall be deemed Tenant's acceptance and approval of the work furnished and/or the materials supplied as set forth in Tenant's ’s architect with respect to such payment request. On or before the date occurring thirty twenty-fifth (3025th) days after the Submittal Date, and assuming Landlord receives all day of the information described following calendar month in items (i) through (v), above, and subject to Tenant first disbursing any portion of the Over-Allowance Amount (as defined below) in accordance with Section 4.2.1which Tenant’s request for payments is delivered, Landlord shall deliver a check to Tenant made jointly payable to Tenant's Agent (or to Contractor and Tenant if such invoices were previously paid by the Tenant) in payment of the lesser of: of (A) the amounts so requested by Tenant, as set forth in this Section 2.2.2.1, above, less a ten percent (10%) retention (the aggregate amount of such retentions shall to be known as the “Final TI Allowance ReimbursementRetention”), ) and (B) the balance of any remaining available portion of the Expansion Premises Suite 1100 Tenant Improvement Allowance (not including the Final TI Allowance ReimbursementRetention), provided unless Landlord notifies Tenant in writing (with reasonable detail) that Landlord does not dispute it disputes all or any portion of the request for payment based on non-compliance of any work with the “Approved Construction DocumentsWorking Drawings”, as that term is defined in Section 3.4 below, or due to any substandard work, or for any other reason as provided reason. In the event Landlord so disputes all or any portion of a request for payment, Landlord shall remit the non-disputed amount in this Leaseaccordance with the foregoing, and upon reasonable satisfaction of Landlord’s objections, Landlord shall remit any remaining portion of such payment request within ten (10) business days after satisfaction of such objections. Landlord's ’s payment of such amounts shall not be deemed Landlord's ’s approval or acceptance of the work furnished or materials supplied as set forth in Tenant's ’s payment request. 2.2.2.2.

Monthly Disbursements. On Once each month on a day designated by Landlord or before if no date is designated by Landlord, then on the twentieth (20th) day first Tuesday of each calendar month (in either event, a “Submittal Date”) during the period from the date hereof through the construction of the Tenant Improvements (the “Submittal Date”) (or such other date as Landlord or Tenant may designate)Improvements, Tenant shall deliver to Landlord: (iA) a request for payment of the “Contractor,” as that term is defined in Section 4.1 of this Tenant Work Letter, and/or to the “Architect” and/or to the “Engineers,” as such terms are defined in Section 3.1 below, and/or to Tenant’s various consultants or other persons or entities entitled to payment (or reimbursement to Tenant if Tenant has already paid the Contractor or other person or entity entitled to payment), approved by Tenant Tenant, in a form to be provided by Landlord, showing the schedule, by trade, of percentage of completion of the Tenant Improvements in the Premises, detailing the portion of the work completed; (iiB) invoices from all of “Tenant's Agents,” as that term is defined in Section 4.1.2 of this Tenant Work Letter, ’s Agents (hereinafter defined) for labor rendered and materials delivered to the Premises (if such invoice is for the Contractor, the Contractor will need to provide an application and certificate for applicable payment [AIA form G702-1992 or equivalent] signed by the Architect/Space Planner, and a breakdown sheet [AIA form G703-1992 or equivalent])period; (iii) an original letter from the Tenant approving such invoices and requesting payment from the Tenant Improvement Allowance; (ivC) executed mechanic's lien releases, which conditional mechanics’ lien releases shall be conditional with respect to the then-requested payment amounts and unconditional with respect to payment amounts previously disbursed by Landlord or Tenant, from all of Tenant's Agents’s Agents which shall substantially comply with the appropriate provisions of California Civil Code Section 3262(d) or unconditional releases if appropriate; provided, however, that with respect to fees and expenses of the Architect, Engineers, or construction or project managers or other similar consultants, and/or any other pre-construction items for which the payment scheme set forth in items (A) through (C) above of this Tenant Work Letter, is not applicable (collectively, the “Non-Construction Allowance Items”), Tenant shall only be required to deliver to Landlord on or before the applicable Submittal Date, reasonable evidence of incurring the cost for the applicable Non-Construction Allowance Items (unless Landlord has received a preliminary notice in connection with such costs in which event conditional lien releases must be submitted in connection with such costs); and (vD) all other information reasonably requested in good faith by Landlord. Tenant's ’s request for payment shall be deemed Tenant's ’s acceptance and approval of the work furnished and/or the materials supplied as set forth in Tenant's ’s payment requestrequest vis-à-vis Landlord. On or before the date occurring Within thirty (30) days after following the Submittal Date, and assuming Landlord receives all of the information described in items (iA) through (v), D) above, and subject to Tenant first disbursing any portion of the Over-Allowance Amount (as defined below) in accordance with Section 4.2.1, Landlord shall deliver a check to Tenant made jointly payable to Tenant's Agent Contractor and Tenant or if Tenant elects, to the Contractor, subcontractor, architect, engineer or consultant designated by Tenant and/or a separate check to Tenant where Tenant has provided evidence reasonably satisfactory to Landlord that Tenant has paid such Contractor (or other supplier of services or goods) accompanied when appropriate by unconditional lien releases, or any other provider of goods and services designated by Tenant to Landlord, and Tenant if such invoices were previously paid by the Tenant) in payment of the lesser of: (A1) the amounts so requested by Tenant, as set forth above in this Section 2.2.2.1, above2.2(b)(i), less a ten percent (10%) retention (the aggregate amount of such retentions shall to be known as the “Final TI Allowance ReimbursementRetention”); provided, however, that no such retention shall be duplicative of the retention Tenant would otherwise withhold (but will not withhold) pursuant to its agreement with such Contractor and no such deduction shall be applicable to amounts due to Tenant’s consultants, the Architect, or the Engineer or for Non-Construction Allowance Items or other Tenant Improvement Allowance Items in connection with the payment of suppliers for materials delivered to the Premises and subcontractors for completing performance of their work substantially in advance of the completion of the Tenant Improvements pursuant to the Approved Construction Drawings, and (B2) the balance of any remaining available portion of the Expansion Premises Tenant Improvement Allowance (not including the Final TI Allowance ReimbursementRetention), provided . In the event that Landlord does not dispute or Tenant identifies any request for payment based on material non-compliance of any work with the “Approved Construction Documents”, as that term is defined in Section 3.4 belowDrawings, or due to any substandard work, Landlord or for any other reason Tenant as appropriate shall be provided a detailed statement identifying such material non-compliance or substandard work by the party claiming the same, and Tenant shall cause such work to be corrected so that such work is no longer substandard. Such procedure shall also be applicable in this Leaseconnection with the payment of the Final Retention. Landlord's ’s payment of such amounts shall not be deemed Landlord's ’s approval or acceptance of the work furnished or materials supplied as set forth in Tenant's ’s payment request. 2.2.2.2If Tenant receives a check payable to anyone other than solely to Tenant, Tenant may return such check to Landlord and receive a replacement check made payable only to Tenant within ten (10) business days, if Tenant provides the releases and evidence to the extent required above to receive a check payable solely to Tenant.

Monthly Disbursements. On or before the twentieth (20th) day of each calendar month during the construction of the Tenant Improvements (the “Submittal Date”) (or such other date as Landlord or Tenant may designate), Tenant shall deliver to Landlord: (i) a request for payment of the “Contractor,” as that term is defined in Section 4.1 of this Tenant Work Letter, approved by Tenant showing the schedule, by trade, of percentage of completion of EXHIBIT B -2- [SAN XXXXXX CORPORATE CENTER] [BIOMARIN PHARMACEUTICAL INC.] [Tenant-Controlled Build-Out] the Tenant Improvements in the Premises; (ii) invoices from all of “Tenant's ’s Agents,” as that term is defined in Section 4.1.2 of this Tenant Work Letter, for labor rendered and materials delivered to the Premises (if such invoice is for the Contractor, the Contractor will need to provide an application and certificate for payment [AIA form G702-1992 or equivalent] signed by the Architect/Space Planner, and a breakdown sheet [AIA form G703-1992 or equivalent]); (iii) an original letter from the Tenant approving such invoices and requesting payment from the Tenant Improvement Allowance; (iv) executed mechanic's ’s lien releases, which lien releases shall be conditional with respect to the then-requested payment amounts and unconditional with respect to payment amounts previously disbursed by Landlord or Tenant, from all of Tenant's Agents’s Agents which shall comply with the appropriate provisions, as reasonably determined by Landlord, of California Civil Code Section 3262(d); and (v) all other information reasonably requested by Landlord. Tenant's ’s request for payment shall be deemed Tenant's ’s acceptance and approval of the work furnished and/or the materials supplied as set forth in Tenant's ’s payment request. On or before the date occurring thirty (30) days after the Submittal Date, and assuming Landlord receives all of the information described in items (i) through (v), above, and subject to Tenant first disbursing any portion of the Over-Allowance Amount (as defined below) in accordance with Section 4.2.1, Landlord shall deliver a check to Tenant made payable to Tenant's ’s Agent (or to Tenant if such invoices were previously paid by the Tenant) in payment of the lesser of: (A) the amounts so requested by Tenant, as set forth in this Section 2.2.2.1, above, less a up to an aggregate total of ninety percent (90%) of the Tenant Improvement Allowance (the remaining ten percent (10%) retention (of the aggregate amount of such retentions Tenant Improvement Allowance shall be known as the “Final TI Allowance ReimbursementRetention”), and (B) the balance of any remaining available portion of the Expansion Premises Tenant Improvement Allowance (not including the Final TI Allowance ReimbursementRetention), provided that Landlord does not dispute any request for payment based on non-compliance of any work with the “Approved Construction Documents”, as that term is defined in Section 3.4 below, or due to any substandard work, or for any other reason as provided in this Lease. Landlord's ’s payment of such amounts shall not be deemed Landlord's ’s approval or acceptance of the work furnished or materials supplied as set forth in Tenant's ’s payment request. 2.2.2.2Notwithstanding anything to the contrary in this Section 2.2.2.1, any payment by Landlord of the Tenant Improvement Allowance requested by Tenant shall be reduced to account for Tenant’s obligation to pay Tenant’s percentage share of the Over-Allowance Amount in accordance with the procedure specified in Section 4.3.1 below.

Monthly Disbursements. On or before the twentieth (20th) day of each calendar month during the construction of the Tenant Improvements (the “Submittal Date”) (or such other date as Landlord or Tenant may designate), Tenant shall deliver to Landlord: (i) a request for payment of the “Contractor,” as that term is defined in Section 4.1 of this Tenant Work Letter, approved by Tenant showing the schedule, by trade, of percentage of completion of [SAN XXXXXX CORPORATE CENTER] EXHIBIT B [BIOMARIN PHARMACEUTICAL INC.] the Tenant Improvements in the Premises; (ii) invoices from all of “Tenant's ’s Agents,” as that term is defined in Section 4.1.2 of this Tenant Work Letter, for labor rendered and materials delivered to the Premises (if such invoice is for the Contractor, the Contractor will need to provide an application and certificate for payment [AIA form G702-1992 or equivalent] signed by the Architect/Space Planner, and a breakdown sheet [AIA form G703-1992 or equivalent]); (iii) an original letter from the Tenant approving such invoices and requesting payment from the Tenant Improvement Allowance; (iv) executed mechanic's ’s lien releases, which lien releases shall be conditional with respect to the then-requested payment amounts and unconditional with respect to payment amounts previously disbursed by Landlord or Tenant, from all of Tenant's Agents’s Agents which shall comply with the appropriate provisions, as reasonably determined by Landlord, of California Civil Code Section 3262(d); and (v) all other information reasonably requested by Landlord. Tenant's ’s request for payment shall be deemed Tenant's ’s acceptance and approval of the work furnished and/or the materials supplied as set forth in Tenant's ’s payment request. On or before the date occurring thirty (30) days after the Submittal Date, and assuming Landlord receives all of the information described in items (i) through (v), above, and subject to Tenant first disbursing any portion of the Over-Allowance Amount (as defined below) in accordance with Section 4.2.1, Landlord shall deliver a check to Tenant made payable to Tenant's ’s Agent (or to Tenant if such invoices were previously paid by the Tenant) in payment of the lesser of: (A) the amounts so requested by Tenant, as set forth in this Section 2.2.2.1, above, less a up to an aggregate total of ninety percent (90%) of the Tenant Improvement Allowance (the remaining ten percent (10%) retention (of the aggregate amount of such retentions Tenant Improvement Allowance shall be known as the “Final TI Allowance ReimbursementRetention”), and (B) the balance of any remaining available portion of the Expansion Premises Tenant Improvement Allowance (not including the Final TI Allowance ReimbursementRetention), provided that Landlord does not dispute any request for payment based on non-compliance of any work with the “Approved Construction Documents”, as that term is defined in Section 3.4 below, or due to any substandard work, or for any other reason as provided in this Lease. Landlord's ’s payment of such amounts shall not be deemed Landlord's ’s approval or acceptance of the work furnished or materials supplied as set forth in Tenant's ’s payment request. 2.2.2.2Notwithstanding anything to the contrary in this Section 2.2.2.1, any payment by Landlord of the Tenant Improvement Allowance requested by Tenant shall be reduced to account for Tenant’s obligation to pay Tenant’s percentage share of the Over-Allowance Amount in accordance with the procedure specified in Section 4.3.1 below.

Monthly Disbursements. On or before the twentieth (20th) day (the “Submittal Date”) of each calendar month during the construction of the Tenant Improvements (the “Submittal Date”) (or such other date as Landlord or Tenant may designate), Tenant shall deliver to Landlord: (i) a request for payment of the “Contractor,” as that term is defined in Section 4.1 of this Tenant Work Letter, approved by Tenant Tenant, in a commercially reasonable form to be provided by Landlord, showing the schedule, by trade, of percentage of completion of the Tenant Improvements in the Expansion Space or Existing Premises, as applicable, detailing the portion of the work completed and the portion not completed, and demonstrating that the relationship between the cost of the work completed and the cost of the work to be completed complies with the terms of the “Construction Budget,” as that term is defined in Section 4.2.1 of this Tenant Work Letter; (ii) invoices from all of “Tenant's ’s Agents,” ”, as that term is defined in Section 4.1.2 of this Tenant Work Letter, for labor rendered and materials delivered to the Premises (if such invoice is for the ContractorExpansion Space or Existing Premises, the Contractor will need to provide an application and certificate for payment [AIA form G702-1992 or equivalent] signed by the Architect/Space Planner, and a breakdown sheet [AIA form G703-1992 or equivalent])as applicable; (iii) an original letter from the Tenant approving such invoices and requesting payment from the Tenant Improvement Allowance; (iv) executed mechanic's lien releases, which lien releases shall be conditional with respect to the then-requested payment amounts and unconditional with respect to payment amounts previously disbursed by Landlord or Tenant, from all of Tenant's Agents’s Agents which shall comply with the appropriate provisions, as reasonably determined by Landlord, of California Civil Code Section 3262(d); and (viv) all other information reasonably requested by Landlord. Tenant's ’s request for payment shall be deemed Tenant's ’s acceptance and approval of the work furnished and/or the materials supplied as set forth in Tenant's ’s payment request. On or before the date occurring thirty (30) days after the Submittal Date, and assuming Landlord receives all of the information described in items (i) through (viv), above, above and subject to Tenant first disbursing any portion of the Over-Final Costs in excess of the Tenant Improvement Allowance Amount (as defined below) in accordance with Section 4.2.1, Landlord shall deliver a check to Tenant made jointly payable to Contractor and Tenant's Agent (, or a check payable to Tenant if such invoices were previously in the event that Tenant is requesting reimbursements for previous amounts paid by the Tenant) Tenant to its Agents, in payment of the lesser of: (A) the amounts so requested by Tenant, as set forth in this Section 2.2.2.1, above, less a ten percent (10%) retention in the case of any disbursement for construction costs to the Contractor, or reimbursements to Tenant for construction costs previously paid by the Tenant to the Contractor (the aggregate amount of such retentions shall to be known as the “Final TI Allowance ReimbursementRetention”), and (B) the balance of any remaining available portion of the Expansion Premises Tenant Improvement Allowance (not including the Final TI Allowance ReimbursementRetention), provided that Landlord does not reasonably dispute any request for payment based on non-compliance of any work with the “Approved Construction DocumentsWorking Drawings”, as that term is defined in Section 3.4 below, or due to any substandard work, or for any other reason as provided in this Leasereason. Landlord's ’s payment of such amounts shall not be deemed Landlord's ’s approval or acceptance of the work furnished or materials supplied as set forth in Tenant's ’s payment request. 2.2.2.2.

Monthly Disbursements. On or before the twentieth (20th204h) day of each calendar month during the construction of the Tenant Improvements (the “‘Submittal Date”) (or such other date as Landlord or Tenant may designate), Tenant shall deliver to Landlord: (i1) a request for payment of the “Contractor,” as that term is defined in Section 4.1 4. 1 of this Tenant Work Letter, approved by Tenant showing the schedule, by trade, of percentage of completion of the Tenant Improvements in the Premises; (ii) invoices from all of “Tenant's ’s Agents,” as that term is defined in Section 4.1.2 4. 1 .2 of this Tenant Work Letter, for labor rendered and materials delivered to the Premises (if such invoice is for the Contractor, the Contractor will need to provide an application and certificate for payment [AIA AlA form G702-1992 i 992 or equivalent] signed by the Architect/Space ArchitectJSpace Planner, and a breakdown sheet [AIA AlA form G703-1992 or equivalent]); (iii) an original letter from the Tenant approving such invoices and requesting payment from the Tenant Improvement Allowance; (iv) executed mechanic's ’s lien releases, which lien releases shall be conditional with respect to the then-requested payment amounts and unconditional with respect to payment amounts previously disbursed by Landlord or Tenant, from all of Tenant's ’s Agents; and (v) all other information reasonably requested by Landlord. Tenant's ’s request for payment shall be deemed Tenant's Xxxxxx’s acceptance and approval of the work furnished and/or the materials supplied as set forth in Tenant's ’s payment request. On or before the date occurring thirty (30) days after the Submittal Date, and assuming Landlord receives all of the information described in items (i1) through (v), above, and subject to Tenant first disbursing any portion of the Over-Allowance Amount (as defined below) in accordance with Section 4.2.1, Landlord shall deliver a check to Tenant made to Tenant's ’s Agent (or to Tenant if such invoices were previously paid by the Tenant) in payment of the lesser of: (A) the amounts so requested by TenantXxxxxx, as set forth in this Section 2.2.2.1, above, less a ten percent (10%) retention (the aggregate amount of such retentions shall be known as the “Final TI Allowance Reimbursement”), and (B) the balance of any remaining available portion of the Expansion Premises Tenant Improvement Allowance (not including the Final TI Allowance Reimbursement), provided that Landlord does not dispute any request for payment based on non-compliance of any work with the “Approved Construction Documents”’, as that term is defined in Section 3.4 below, or due to any substandard work, or for any other reason as provided in this Lease. Landlord's ’s payment of such amounts shall not be deemed Landlord's Landlords approval or acceptance of the work furnished or materials supplied as set forth in Tenant's Tenants payment request. 2.2.2.2

Monthly Disbursements. On or before the twentieth tenth (20th10th) day of each calendar month during the construction of the Tenant Improvements (or prior to the “Submittal Date”) (or such other date as Landlord or commencement of construction of the Tenant may designateImprovements with respect to architectural and engineering fees and costs incurred prior to said date), Tenant shall deliver to Landlord: (i) a request for reimbursement of the payment of the “"Contractor,” " as that term is defined in Section 4.1 of this Tenant Work Letter, approved by Tenant and its project manager, in an industry standard form, showing the schedule, by trade, of percentage of completion of the Tenant Improvements in the Premises, detailing the portion of the work completed and the portion not completed; (ii) paid EXHIBIT B-5- ONE TEHAMA[Social Finance, Inc.] invoices from all of “"Tenant's Agents,” " as that term is defined in Section 4.1.2 of this Tenant Work Letter, for labor rendered and materials delivered to the Premises (if such invoice is for the Contractor, the Contractor will need to provide an application and certificate for payment [AIA form G702-1992 or equivalent] signed by the Architect/Space Planner, and a breakdown sheet [AIA form G703-1992 or equivalent])Premises; (iii) an original letter from the Tenant approving such invoices and requesting payment from the Tenant Improvement Allowance; (iv) executed conditional mechanic's lien releases, which lien releases shall be conditional with respect to the then-requested payment amounts and unconditional with respect to payment amounts previously disbursed by Landlord or Tenant, from all of Tenant's AgentsAgents included in the current disbursement request and unconditional mechanic's lien releases from all of Tenant's Agents paid from prior disbursement requests, which shall comply with the appropriate provisions, as reasonably determined by Landlord, of both California Civil Code Sections 8134 and 8138 (the "Releases"); and (viv) all other information relating to the construction of the Tenant Improvements as is reasonably requested by Landlord. As between Tenant and Landlord only (and not as between Tenant and any contractor, vendor or service provider), Tenant's request for payment reimbursement shall be deemed Tenant's acceptance and approval of the work furnished and/or the materials supplied as set forth in Tenant's payment request. On or before the date occurring Thereafter, within thirty (30) days after the Submittal Date, receipt and assuming Landlord receives all approval of the information described in items (i) through (v), above, and subject to Tenant first disbursing any portion of the Over-Allowance Amount (as defined below) in accordance with Section 4.2.1such items, Landlord shall deliver a check to Tenant made to Tenant's Agent (or payable to Tenant if such invoices were previously paid by the Tenant) in payment of the lesser of: (A) the amounts so requested by Tenant, as set forth in this Section 2.2.2.1, above, less a ten percent (10%) retention (the aggregate amount of such retentions shall to be known as the “"Final TI Allowance Reimbursement”Retention"), and (B) the balance of any remaining available portion of the Expansion Premises Tenant Improvement Allowance (not including the Final TI Allowance ReimbursementRetention); provided that, provided that to the extent Tenant is already retaining ten percent (10%) under its construction contracts relating to the Tenant Improvements, Landlord does shall not dispute any request for payment based on non-compliance of any work with the “Approved Construction Documents”, as that term is defined in Section 3.4 below, or due to any substandard work, or for any other reason as provided in this Leasewithhold an additional ten percent (10%). Landlord's payment of such amounts shall not be deemed Landlord's approval or acceptance of the work furnished or materials supplied as set forth in Tenant's payment request. 2.2.2.2If any work which is the subject of a request for payment creates a Design Problem, Tenant shall correct and eliminate such Design Problem as soon as reasonably possible.

Monthly Disbursements. On or before the twentieth (20th) day of each calendar month during the construction of the Tenant Improvements (the “Submittal Date”) (or such other date as Landlord or Tenant may designate), Tenant shall deliver to Landlord: (i) a request for payment of the “Contractor,” as that term is defined in Section 4.1 of this Tenant Work Letter, approved by Tenant showing the schedule, by trade, of percentage of completion of the Tenant Improvements in the Premises; (ii) invoices from all of “Tenant's ’s Agents,” as that term is defined in Section 4.1.2 of this Tenant Work Letter, for labor rendered and materials delivered to the Premises (if such invoice is for the Contractor, the Contractor will need to provide an application and certificate for payment [AIA form G702-1992 G7021992 or equivalent] signed by the Architect/Space Planner, and a breakdown sheet [AIA form G703-1992 G7031992 or equivalent]); (iii) an original letter from the Tenant approving such invoices and requesting payment from the Tenant Improvement Allowance; (iv) executed mechanic's ’s lien releases, which lien releases shall be conditional with respect to the then-requested payment amounts and unconditional with respect to payment amounts previously disbursed by Landlord or Tenant, from all of Tenant's Agents’s Agents which shall comply with the appropriate provisions, as reasonably determined by Landlord, of California Civil Code Sections 8132, 8134, EXHIBIT B PARK PLACE AT BAY XXXXXXX ZS Pharma, Inc. 8136 and 8138; and (v) all other information reasonably requested by Landlord. Tenant's ’s request for payment shall be deemed Tenant's ’s acceptance and approval of the work furnished and/or the materials supplied as set forth in Tenant's ’s payment request. On or before the date occurring thirty (30) days after the Submittal Date, and assuming Landlord receives all of the information described in items (i) through (v), above, and subject to Tenant first disbursing any portion of the Over-Allowance Amount (as defined below) in accordance with Section 4.2.1, Landlord shall deliver a check to Tenant made to Tenant's ’s Agent (or to Tenant if such invoices were previously paid by the Tenant) in payment of the lesser of: (A) the amounts so requested by Tenant, as set forth in this Section 2.2.2.1, above, less a ten percent (10%) retention (the aggregate amount of such retentions shall be known as the “Final TI Allowance Reimbursement”), and (B) the balance of any remaining available portion of the Expansion Premises Tenant Improvement Allowance (not including the Final TI Allowance Reimbursement), provided that Landlord does not dispute any request for payment based on non-compliance of any work with the “Approved Construction Documents”, as that term is defined in Section 3.4 below, or due to any substandard work, or for any other reason as provided in this Lease. Landlord's ’s payment of such amounts shall not be deemed Landlord's ’s approval or acceptance of the work furnished or materials supplied as set forth in Tenant's ’s payment request. 2.2.2.2.

Monthly Disbursements. On or before the twentieth first (20th1st) day of each calendar month during the construction of the Tenant Improvements (the “Submittal Date”) (or such other date as Landlord or Tenant may designate), Tenant shall deliver to Landlord: (i) a request for payment of the “Contractor,” as that term is defined in Section 4.1 of this Tenant Work Letterbelow, approved by Tenant Tenant, in a form to be provided by Landlord, showing the schedule, by trade, of percentage of completion of the Tenant Improvements in the Premises, detailing the portion of the work completed and the portion not completed, and demonstrating that the relationship between the cost of the work completed and the cost of the work to be completed complies with the terms of the “Construction Budget,” as that term is defined in Section 4.2.1 below; (ii) invoices from all of “Tenant's ’s Agents,” as that term is defined in Section 4.1.2 of this Tenant Work Letterbelow, for labor rendered and materials delivered to the Premises (if such invoice is for the Contractor, the Contractor will need to provide an application and certificate for payment [AIA form G702-1992 or equivalent] signed by the Architect/Space Planner, and a breakdown sheet [AIA form G703-1992 or equivalent])Premises; (iii) an original letter from the Tenant approving such invoices and requesting payment from the Tenant Improvement Allowance; (iv) executed mechanic's lien releases, which ’s lien releases shall be conditional with respect to the then-requested payment amounts and unconditional with respect to payment amounts previously disbursed by Landlord or Tenant, from all of Tenant's Agents’s Agents which shall comply with the appropriate provisions, as reasonably determined by Landlord, of California Civil Code Section 3262(d); and (viv) all other information reasonably requested by Landlord. Tenant's ’s request for payment shall be deemed Tenant's ’s acceptance and approval of the work furnished and/or the materials supplied as set forth in Tenant's ’s payment request. On or before the date occurring thirty twentieth (3020th) days after the Submittal Date, and assuming Landlord receives all day of the information described in items (i) through (v), above, and subject to Tenant first disbursing any portion of the Over-Allowance Amount (as defined below) in accordance with Section 4.2.1following calendar month, Landlord shall deliver a check to Tenant made jointly payable to Tenant's Agent (or to Contractor and Tenant if such invoices were previously paid by the Tenant) in payment of the lesser of: of (A) the amounts so requested by Tenant, as set forth in this Section 2.2.2.1, above, less a ten percent (10%) retention (the aggregate amount of such retentions shall to be known as the “Final TI Allowance ReimbursementRetention”), ) and (B) the balance of any remaining available portion of the Expansion Premises Tenant Improvement Allowance (not including the Final TI Allowance ReimbursementRetention), provided that Landlord does not dispute any request for payment based on non-compliance of any work with the “Approved Construction DocumentsWorking Drawings”, as that term is defined in Section 3.4 below, or due to any substandard work, or for any other reason as provided in this Leasereason. Landlord's ’s payment of such amounts shall not be deemed Landlord's ’s approval or acceptance of the work furnished or materials supplied as set forth in Tenant's ’s payment request. 2.2.2.2.