Common use of Sublessee Improvements Clause in Contracts

Sublessee Improvements. Sublessee will not make any improvements or alterations to the Expansion Space without Sublessor’s prior written consent (and the consent of Lessor if required by the Master Lease), which consent may be withheld in its reasonable discretion (provided that it shall be reasonable for Sublessor to withhold consent if Lessor withholds its consent to such alterations or requires that such alterations be removed and the Premises be restored upon lease expiration). Notwithstanding the foregoing, Sublessor consents to the removal of four (4) private interior offices within the Expansion Space as shown on Exhibit A; provided that such consent is contingent upon Sublessee obtaining the consent of Lessor pursuant to the Master Lease) All improvements or alterations will be made in accordance with Section 12 of the Master Lease. Sublessee shall pay any and all costs associated with such improvements or alterations. Sublessee shall be responsible for performing and completing the improvements or alterations and upon substantial completion thereof, Sublessee shall provide to Sublessor (i) paid invoices for all of the improvements or alterations performed, (ii) a statement by the architect or contractor that all improvements or alterations have been completed in accordance with the plans approved by Sublessor and Lessor, (iii) mechanics lien releases satisfying the requirements of California law and (iv) any other documentation reasonably requested by Sublessor or Lessor. Sublessee shall pay Sublessor a total fee of two percent (2%) of the cost of the improvements or alterations for Lessor’s and Sublessor’s role in managing or reviewing any improvements or alterations and there shall be no additional management fee/charges due from Sublessee related to improvements or alterations, unless Lessor charges any additional fee on account of the improvements or alterations, in which case Sublessee will reimburse such charges to Sublessor. The design and construction of the improvements or alterations shall be subject to Sublessor’s reasonable approval and Lessor’s approval per the Master Lease and will be constructed in accordance with all terms and conditions of the Master Lease and all applicable laws, ordinances, rules and regulations applicable to the Expansion Space. Sublessee shall use DGA Architects and DPR Construction for the space planning and construction of the improvements or alterations; provided that Lessor approves such parties. All other subcontractors and vendors used by Sublessee will be subject to the prior consent of Sublessor and Lessor. Sublessor shall use reasonable efforts to assist Sublessee in obtaining Lessor’s approval for the improvements or alterations, at no cost to Sublessor, but Sublessor will have no liability and this Amendment will not be affected in the event Lessor refuses to consent to any or all of Sublessee’s proposed improvements or alterations. At the expiration of the Expansion Space Term, Sublessee may (to the extent permitted by the Master Lease) and shall (if required by Lessor or Sublessor) remove from the Expansion Space all improvements or alterations (and any Alterations subsequently installed by or on behalf of Sublessee) and Sublessee’s personal property and shall repair any damage and perform any restoration work caused by such removal and shall otherwise comply with the Master Lease requirements for restoration of the Expansion Space.

Sublessee Improvements. Sublessee will not make any improvements or alterations to the Expansion Space without Sublessor’s prior written consent (may, at its option and the consent of Lessor if required by the Master Lease), which consent may be withheld in its reasonable discretion (provided that it shall be reasonable for Sublessor to withhold consent if Lessor withholds its consent to such alterations or requires that such alterations be removed and the Premises be restored upon lease expiration). Notwithstanding the foregoing, Sublessor consents to the removal of four (4) private interior offices within the Expansion Space as shown on Exhibit A; provided that such consent is contingent upon Sublessee obtaining the consent of Lessor pursuant to the Master Lease) All improvements or alterations will be made in strict accordance with Section 12 the provisions of the Master Lease, including, without limitation, Sections 6.03 and 6.04 thereof, and this Sublease, complete certain sublessee improvements to prepare the Subleased Premises for Sublessee’s occupancy thereof, consisting, conceptually, of the following: modifications to the existing data center, demolition of certain network labs, possible modifications to the existing executive suites and modifications to the shipping and receiving area (the “Sublessee Improvements”). The Sublessee Improvements shall be constructed at Sublessee’s sole cost and expense, without any contribution or improvement allowance from Sublessor. Sublessee shall pay not make or permit anyone to make any Sublessee Improvements without the prior written consent of Sublessor, which shall not be unreasonably withheld, conditioned or delayed, and all costs associated with such improvements or alterations. Sublessee shall be responsible for performing and completing the improvements or alterations and upon substantial completion thereof, Sublessee shall provide to Sublessor (i) paid invoices for all of the improvements or alterations performed, (ii) a statement by the architect or contractor that all improvements or alterations have been completed Master Lessor in accordance with the plans approved by Sublessor and LessorMaster Lease. In connection with the foregoing, (iii) mechanics lien releases satisfying the requirements of California law and (iv) any other documentation reasonably requested by Sublessor or Lessor. Sublessee shall pay Sublessor a total fee of two percent (2%) of the cost of the improvements or alterations for Lessor’s and Sublessor’s role in managing or reviewing any improvements or alterations and there shall be no additional management fee/charges due from Sublessee related to improvements or alterations, unless Lessor charges any additional fee on account of the improvements or alterations, in which case Sublessee will reimburse such charges to Sublessor. The design and construction of the improvements or alterations shall be subject to Sublessor’s reasonable approval and Lessor’s approval per the Master Lease and will be constructed in accordance with all terms and conditions of the Master Lease and all applicable laws, ordinances, rules and regulations applicable to the Expansion Space. Sublessee shall use DGA Architects and DPR Construction for the space planning and construction of the improvements or alterations; provided that Lessor approves such parties. All other subcontractors and vendors used by Sublessee will be subject to the prior consent of Sublessor and Lessor. Sublessor shall use reasonable efforts to assist Sublessee in obtaining Lessor’s approval for the improvements or alterations, at no cost submit to Sublessor, but Sublessor will have no liability and this Amendment will for prior written approval by Sublessor, which shall not be affected unreasonably withheld, conditioned or delayed, and Master Lessor, any and all space plans, preliminary plans, design development drawings and construction documents required by Master Lessor to be provided in connection with the event Lessor refuses to consent to Sublessee Improvements. Any and all costs and expenses associated with the acquisition of cabling, equipment, furniture, security systems or other personal property for Sublessee or the Subleased Premises or the installation or placement of any of the foregoing within the Subleased Premises or all with the project management for the performance of the Sublessee Improvements (collectively, “Sublessee’s Personal Property and Services”), also shall be paid for by and be the sole responsibility of Sublessee’s proposed improvements or alterations. At the expiration of the Expansion Space Term, Sublessee may (except to the extent permitted by the Master Lease) and shall (if required by Lessor or Sublessor) remove from the Expansion Space all improvements or alterations (and any Alterations subsequently installed by or on behalf of Sublessee) and Sublessee’s personal property and shall repair any damage and perform any restoration work caused by such removal and shall otherwise comply with the Master Lease requirements for restoration included as part of the Expansion SpacePersonal Property described in Paragraph 35 below.

Sublessee Improvements. Sublessor approves in concept (with final approval, which shall not be unreasonably withheld or delayed, subject to review and approval of Sublessee’s final plans in connection therewith) certain improvements to be constructed in the Subleased Premises by Sublessee will not make any improvements or alterations as more particularly described on Exhibit B (“Sublessee Improvements”). Nothing contained in the foregoing conceptual approval, however, shall be deemed to release Sublessee from the obligation to obtain the Master Lessor’s consent to the Expansion Space without SublessorSublessee Improvements. Within five (5) days after Sublessee’s prior written consent (execution of this Sublease, Sublessee shall deliver to Sublessor and Master Lessor plans and specifications for the consent of Sublessee Improvements containing detail sufficient to permit Master Lessor if required by the Master Lease), which consent may be withheld in its reasonable discretion (provided that it shall be reasonable for and Sublessor to withhold consent if Lessor withholds its consent to review and approve, condition or disapprove such alterations or requires that such alterations be removed and the Premises be restored upon lease expiration). Notwithstanding the foregoing, Sublessor consents to the removal of four (4) private interior offices within the Expansion Space as shown on Exhibit A; provided that such consent is contingent upon Sublessee obtaining the consent of Lessor pursuant to the Master Lease) All improvements or alterations will be made plans in accordance with Section 12 the applicable provisions of the Master Lease. Sublessee shall pay any and all costs associated with make such improvements or alterations. Sublessee shall be responsible for performing and completing the improvements or alterations and upon substantial completion thereof, Sublessee shall provide modifications to Sublessor (i) paid invoices for all of the improvements or alterations performed, (ii) a statement by the architect or contractor that all improvements or alterations have been completed in accordance with the plans approved by Sublessor and Lessor, (iii) mechanics lien releases satisfying the requirements of California law and (iv) any other documentation specifications as are reasonably requested by Sublessor or and/or Master Lessor. If Master Lessor refuses to consent to the Sublessee shall pay Sublessor a total fee of two percent Improvements, or if Master Lessor fails to approve or conditionally approve the plans and specifications within twenty (2%20) of the cost of the improvements or alterations for Lessordays after Sublessee’s and delivery thereof, Sublessor’s role in managing or reviewing any improvements or alterations and there approval, if previously given, shall be no additional management fee/charges due from Sublessee related to improvements or alterationsdeemed rescinded, unless Lessor charges any additional fee on account of the improvements or alterationsand if not previously given shall be withheld, in which case Sublessee will reimburse shall have the right to terminate this Sublease. In such charges event, Sublessor promptly shall return to Sublessor. The design Sublessee all sums paid by Sublessee to Sublessor in connection with Sublessee’s execution of this Sublease, and construction the return of the improvements or alterations all such sums shall be subject Sublessee’s sole and exclusive remedy in the event of a termination pursuant to the foregoing sentence. If Sublessee intends to construct alterations or improvements to the Subleased Premises other than those described as Sublessee Improvements, Sublessee shall be obligated to obtain Sublessor’s reasonable approval and Master Lessor’s approval per the Master Lease and will be constructed in accordance with all terms and conditions of the Master Lease and all applicable laws, ordinances, rules and regulations applicable prior written consent to the Expansion Space. Sublessee shall use DGA Architects and DPR Construction for the space planning and construction of the improvements such alterations or alterations; provided that Lessor approves such parties. All other subcontractors and vendors used by Sublessee will be subject to the prior consent of Sublessor and Lessorimprovements. Sublessor shall use reasonable efforts not be required to assist provide a tenant improvement allowance to Sublessee in obtaining Lessorconnection with Sublessee’s approval for the improvements construction of any alterations or alterationsimprovements, at no cost to Sublessor, but Sublessor will have no liability and this Amendment will not be affected in the event Lessor refuses to consent to any or all of which shall be constructed at Sublessee’s proposed improvements or alterationssole cost and expense. At Sublessee acknowledges and agrees that the expiration free rent described in Paragraph 4 of the Expansion Space Term, this Sublease is provided to Sublessee may (to the extent permitted by the Master Lease) and shall (if required by Lessor or Sublessor) remove from the Expansion Space all improvements or alterations (and in lieu of any Alterations subsequently installed by or on behalf of Sublessee) and Sublessee’s personal property and shall repair any damage and perform any restoration work caused by such removal and shall otherwise comply with the Master Lease requirements for restoration of the Expansion Spacetenant improvement allowance.

Sublessee Improvements. Sublessee will not make any agrees to sublease the Premises in “as is” condition. Sublessor shall reimburse Sublessee for Sublessee’s actual costs incurred in making improvements or alterations to the Expansion Space without Premises, not to exceed $3.00 per rentable square foot, as determined by Landlord’s architect pursuant to Paragraph 3, above (“Sublessee Improvements”). Upon completion of Sublessee Improvements, Sublessee shall submit to Sublessor (i) a written statement, certified by an officer of Sublessee setting forth the actual expenses incurred in completing Sublessee Improvements, together with copies of all applicable invoices, and (ii) copies of releases of lien from all suppliers of materials or services used in making Sublessee Improvements. Within 30 days of Sublessor’s prior written consent (and the consent receipt of Lessor if required by the Master Lease), which consent may be withheld in its reasonable discretion (provided that it shall be reasonable for Sublessor to withhold consent if Lessor withholds its consent to such alterations or requires that such alterations be removed and the Premises be restored upon lease expiration). Notwithstanding the foregoingall necessary documentation, Sublessor consents shall pay to Sublessee an amount equal to the removal actual costs incurred in making Sublessee Improvements, not to exceed $3.00 per rentable square foot, or at Sublessor’s option, credit said amount to Sublessee as an equivalent amount of four (4) private interior offices within the Expansion Space as shown on Exhibit A; provided that such consent is contingent upon Sublessee obtaining the consent free rent. Upon execution of Lessor pursuant to the Master Lease) All improvements or alterations will be made in accordance with Section 12 of the Master Lease. Sublessee shall pay any and all costs associated with such improvements or alterations. Sublessee shall be responsible for performing and completing the improvements or alterations and upon substantial completion thereofthis Sublease, Sublessee shall provide to Sublessor (i) paid invoices written plans and specifications for all Sublessee Improvements. Sublessor shall immediately submit said plans and specifications to the Landlord for approval. Landlord shall approve or request modifications to the plans and specifications within three (3) days of its receipt of the improvements or alterations performed, (ii) a statement by the architect or contractor that all improvements or alterations have been completed in accordance with the plans approved by Sublessor and Lessor, (iii) mechanics lien releases satisfying the requirements of California law and (iv) any other documentation reasonably requested by Sublessor or Lessorsame. Sublessee shall pay Sublessor a total fee of two percent (2%) not cause any Sublessee Improvements to be made to the Premises until written approval of the cost plans and specifications is received from Landlord under the Lease. All Sublessee Improvements and other improvements by Sublessee to the Premises shall conform to all applicable governmental ordinances and regulations, including but not limited to required permits and approvals, and shall become part of the improvements or alterations for Lessor’s and Sublessor’s role in managing or reviewing any improvements or alterations and there shall be no additional management fee/charges due from Sublessee related to improvements or alterations, unless Lessor charges any additional fee on account realty upon installation thereof. At the end of the improvements Term or alterationsany renewal thereof, in which case Sublessee will reimburse such charges to Sublessor. The design and construction of the improvements or alterations shall be subject to Sublessor’s reasonable approval and Lessor’s approval per the Master Lease and will be constructed in accordance with all terms and conditions of the Master Lease and all applicable laws, ordinances, rules and regulations applicable to the Expansion Space. Sublessee shall use DGA Architects and DPR Construction for remove from the space planning and construction of the improvements or alterations; provided that Lessor approves such parties. All other subcontractors and vendors used by Sublessee will be subject to the prior consent of Sublessor and Lessor. Sublessor shall use reasonable efforts to assist Sublessee in obtaining Lessor’s approval for the improvements or alterationsPremises, at no cost to SublessorSublessee’s cost, but Sublessor will have no liability and this Amendment will not be affected in the event Lessor refuses to consent to any or all of Sublessee’s proposed improvements or alterations. At the expiration of the Expansion Space Termequipment, Sublessee may (to the extent permitted by the Master Lease) fixtures and shall (if required by Lessor or Sublessor) remove from the Expansion Space all improvements or alterations (personal property, and any Alterations subsequently installed by or on behalf of Sublessee) and Sublessee’s personal property and shall repair any damage and perform any restoration work to the Premises caused by such removal and shall otherwise comply with the Master Lease requirements for restoration of the Expansion Spaceremoval.

Sublessee Improvements. Sublessee will shall not make any improvements or alterations to the Expansion Space Premises without Sublessor’s the prior written consent (and the consent of Lessor if required by the Master Lease. Subject to Sublessor’s review and approval of Sublessee’s plans, (approvals shall not be unreasonably withheld, conditioned or delayed), which Sublessee shall be permitted to upgrade the Premises to Biosafety Level 2 or 3, add additional office and laboratory space consistent with its use of the Premises for pharmaceutical research and development laboratory and related office purposes and make usual and customary non-structural alterations in the ordinary course of business. Any request for Sublessor’s and Lessor’s consent shall be accompanied by plans and specifications sufficient in detail to permit Sublessor and Lessor to perform its evaluation. Sublessee shall pay all costs for all such improvements approved by the Sublessor and Lessor. All such improvements shall be constructed by Lessor and such construction may be withheld in its reasonable discretion (provided that it shall be reasonable for Sublessor to withhold consent if Lessor withholds its consent to such alterations performed by a subsidiary, affiliate or requires that such alterations be removed and the Premises be restored upon lease expiration). Notwithstanding the foregoing, Sublessor consents to the removal of four (4) private interior offices within the Expansion Space as shown on Exhibit A; provided that such consent is contingent upon Sublessee obtaining the consent employees of Lessor pursuant to a construction contract to be entered into by and between Lessor and Sublessee. Any and all improvements erected by Sublessee shall, at Lessor’s option, be the Master Lease) All improvements or alterations will be made in accordance with Section 12 property of the Master LeaseLessor and shall remain at the Premises upon termination of the Sublease. Sublessor shall provide Sublessee shall pay any with all relevant design and all costs associated with such improvements or alterationsconstruction records which are in its possession. Sublessee shall be responsible for performing and completing the improvements or alterations and upon substantial completion thereofPrior to December 1, 2004, Sublessee shall provide to Sublessor (i) paid invoices have non-exclusive access for all such occupancy planning and tenant improvement purposes. Sublessee agrees that it shall conduct any such work at its expense and so as not interfere with the current occupancy of the improvements building by Tenant or alterations performed, (ii) a statement by the architect or contractor any existing subtenant. Sublessor agrees that all improvements or alterations have been completed in accordance with the plans approved by Sublessor and Lessor, (iii) mechanics lien releases satisfying the requirements of California law and (iv) any other documentation reasonably requested by Sublessor or Lessor. Sublessee it shall pay Sublessor a total fee of two percent (2%) of the cost of the improvements or alterations for Lessor’s and Sublessor’s role in managing or reviewing any improvements or alterations and there shall be no additional management fee/charges due from Sublessee related to improvements or alterations, unless Lessor charges any additional fee on account of the improvements or alterations, in which case Sublessee will reimburse such charges to Sublessor. The design and construction of the improvements or alterations shall be subject to Sublessor’s reasonable approval and Lessor’s approval per the Master Lease and will be constructed in accordance with all terms and conditions of the Master Lease and all applicable laws, ordinances, rules and regulations applicable coordinate access to the Expansion Space. building with Sublessee shall use DGA Architects and DPR Construction for the space planning and construction of the improvements or alterations; provided that Lessor approves such parties. All other subcontractors and vendors used by to enable Sublessee will be subject to the perform its necessary work prior consent of Sublessor and Lessor. Sublessor shall use reasonable efforts to assist Sublessee in obtaining Lessor’s approval for the improvements or alterationsDecember 1, at no cost to Sublessor, but Sublessor will have no liability and this Amendment will not be affected in the event Lessor refuses to consent to any or all of Sublessee’s proposed improvements or alterations. At the expiration of the Expansion Space Term, Sublessee may (to the extent permitted by the Master Lease) and shall (if required by Lessor or Sublessor) remove from the Expansion Space all improvements or alterations (and any Alterations subsequently installed by or on behalf of Sublessee) and Sublessee’s personal property and shall repair any damage and perform any restoration work caused by such removal and shall otherwise comply with the Master Lease requirements for restoration of the Expansion Space2004.

Sublessee Improvements. Sublessor, using a general contractor (the (“General Contractor”) proposed by Sublessee will and approved by Sublessor (which approval shall not make any improvements be unreasonably withheld, conditioned or alterations to the Expansion Space without Sublessor’s prior written consent (and the consent of Lessor if required by the Master Leasedelayed), which consent may be withheld shall, at Sublessee's sole cost and expense (except as provided in its reasonable discretion the next paragraph), complete and construct the Sublessee improvements in accordance with the plans and specifications attached hereto and made a part hereof as Exhibit C (provided that it the "Sublessee Improvements"). Sublessor shall obtain all applicable licenses, permits and approvals to complete such construction. The cost of construction of the Sublessee Improvements shall be reasonable the actual cost to Sublessor of performing the Sublessee Improvements, including without limitation, all architectural and engineering fees and expenses and all contractor chages for Sublessor to withhold consent if Lessor withholds its consent to such alterations or requires that such alterations be removed the cost of the work and materials, profits, general conditions and overhead and supervision and all filing fees and other permitting costs (collectively, the Premises be restored upon lease expiration"Work Costs"). Notwithstanding Without limiting the foregoing, Sublessor consents to the removal of four (4) private interior offices within the Expansion Space as shown on Exhibit A; provided that such consent is contingent upon Sublessee obtaining the consent of Lessor pursuant to the Master Lease) All improvements or alterations will be made in accordance with Section 12 of the Master Lease. Sublessee shall pay any and all costs associated with such improvements or alterations. Sublessee shall be responsible for performing the reasonable costs incurred by Master Lessor and completing Sublessor to review (or hire outside consultants to review) Sublessee’s plans and specifications for Sublessee Improvements. Sublessor’s (but not Master Lessor’s) cost of review shall be capped at $1,000.00. Sublessor shall be responsible for the improvements or alterations first Two Hundred Seventy-One Thousand Eight Hundred Ten and no/100th’s Dollars ($271,810.00) ($17.50 per square foot of the Premises based upon substantial completion thereof15,532 square feet) of the Work Costs, but only to the extent (i) Sublessor receives the Landlord’s Fourth Floor Contribution from Master Lessor in accordance with Section 7 of the First Amendment to Lease, and (ii) no more than $77,660.00 of Sublessor’s Contribution (as defined below) shall be applied to independent third party “soft” costs associated with the Sublessee Improvements, including without limitation, consulting fees, costs of cabling, set up of computers, modems, telephones, other office equipment and any applicable moving costs (the “Sublessor’s Contribution”). Sublessee shall provide from time to time, within ten (10) days of receipt of an invoice from Sublessor, pay to Sublessor (or to the General Contractor or such other party as may be directed by Sublessor) for Work Costs incurred by Sublessor for the Sublessee Improvements, less any amounts receivable by Sublessor from Master Lessor as Landlord’s Fourth Floor Contribution. Sublessor shall enter into a construction contract with the General Contractor to perform the Sublessee Improvements (the “Construction Contract”), but only in the event that the Construction Contract provides that (i) paid invoices for all of Sublessor shall only be liable under the improvements or alterations performed, Construction Contract to pay an amount not to exceed $271,810.00 and (ii) a statement by the architect or contractor that all improvements or alterations have been completed in accordance with the plans approved by Sublessor and Lessor, (iii) mechanics lien releases satisfying the requirements of California law and (iv) any other documentation reasonably requested by Sublessor or Lessor. Sublessee shall pay Sublessor a total fee be liable for all amounts owed under the Construction Contract in excess of two percent $271,810.00 (2%) of the cost of “Excess Amounts”), and the improvements or alterations for Lessor’s and Sublessor’s role in managing or reviewing any improvements or alterations and there General Contractor shall be no additional management fee/charges due from look solely to Sublessee related to improvements or alterations, unless Lessor charges any additional fee on account of the improvements or alterations, in which case Sublessee will reimburse such charges to Sublessor. The design and construction of the improvements or alterations shall be subject to Sublessor’s reasonable approval and Lessor’s approval per the Master Lease and will be constructed in accordance with all terms and conditions of the Master Lease and all applicable laws, ordinances, rules and regulations applicable to the Expansion Space. Sublessee shall use DGA Architects and DPR Construction for the space planning and construction payment of the improvements or alterations; provided that Lessor approves such parties. All other subcontractors and vendors used by Sublessee will be subject to the prior consent of Sublessor and Lessor. Sublessor shall use reasonable efforts to assist Sublessee in obtaining Lessor’s approval for the improvements or alterations, at no cost to Sublessor, but Sublessor will have no liability and this Amendment will not be affected in the event Lessor refuses to consent to any or all of Sublessee’s proposed improvements or alterations. At the expiration of the Expansion Space Term, Sublessee may (to the extent permitted by the Master Lease) and shall (if required by Lessor or Sublessor) remove from the Expansion Space all improvements or alterations (and any Alterations subsequently installed by or on behalf of Sublessee) and Sublessee’s personal property and shall repair any damage and perform any restoration work caused by such removal and shall otherwise comply with the Master Lease requirements for restoration of the Expansion Space.such

Sublessee Improvements. Sublessee will not make any improvements or alterations to During the Expansion Space without Term of this Sublease, Sublessor, at Sublessor’s prior written consent (sole cost and the consent of Lessor if expense shall: • If required by Sublessee, per a mutually agreeable plan and conditioned upon the receipt of any necessary prior approval or consent by Landlord, which approvals and consents Sublessor shall diligently pursue, demise the Master Lease), which consent may be withheld in its reasonable discretion Premises to accommodate a multi-tenant use; • Provide Sublessee with one (provided that it shall be reasonable for Sublessor to withhold consent if Lessor withholds its consent to such alterations or requires that such alterations be removed 1) server closet within the Master Premises inclusive of a supplemental cooling system; and • Provide Sublessee with exclusive use of the Premises be restored upon lease expiration)reception area servicing the Master Premises. Notwithstanding the foregoing, Sublessor consents Sublessee may not make any improvements, alterations, additions or changes to the removal of four Subleased Premises or any mechanical, plumbing or HVAC facilities or systems pertaining to the Subleased Premises (4collectively, the “Alterations”) private interior offices within without first procuring the Expansion Space as shown on Exhibit A; provided that such consent is contingent upon Sublessee obtaining the prior written consent of Lessor pursuant both Sublessor and Landlord to such Alterations, which consent shall be requested by Sublessee not less than fifteen (15) business days prior to the Master Lease) All improvements commencement thereof, and which consent shall not be unreasonably withheld by Sublessor or alterations will Landlord, provided it shall be made in accordance with Section 12 deemed reasonable for Sublessor or Landlord to withhold its consent to any Alteration which adversely affects the structural portions or the systems or equipment of the Master LeaseBuilding or is visible from the exterior of the Building. Sublessee shall pay any and all costs associated with such improvements or alterations. Notwithstanding the foregoing, Sublessee shall be responsible for performing and completing the improvements or alterations and upon substantial completion thereof, Sublessee shall provide permitted to make Alterations following ten (10) business days’ notice to Sublessor and Landlord, but without Sublessor and Landlord’s prior consent, to the extent that such Alterations do not (i) paid invoices for all adversely affect the systems and equipment of the improvements Building, exterior appearance of the Building, or alterations performedstructural aspects of the Building, (ii) a statement by adversely affect the architect value of the Master Premises, Subleased Premises, or contractor that all improvements or alterations have been completed in accordance with the plans approved by Sublessor and LessorBuilding, (iii) mechanics lien releases satisfying the requirements of California law and require a building or construction permit, or (iv) any cost more than ______________________________________________ for a particular job of work. All other documentation reasonably requested by Sublessor or Lessor. Sublessee shall pay Sublessor a total fee applicable provisions of two percent (2%) of the cost of the improvements or alterations for Lessor’s and Sublessor’s role in managing or reviewing any improvements or alterations and there shall be no additional management fee/charges due from Sublessee related to improvements or alterations, unless Lessor charges any additional fee on account of the improvements or alterations, in which case Sublessee will reimburse such charges to Sublessor. The design and construction of the improvements or alterations shall be subject to Sublessor’s reasonable approval and Lessor’s approval per the Master Lease and will be constructed in accordance with all terms and conditions Section 8 of the Master Lease shall also apply hereunder as if Sublessee is the “Tenant” thereunder and all applicable laws, ordinances, rules and regulations applicable to the Expansion Space. Sublessee shall use DGA Architects and DPR Construction for Subleased Premises is the space planning and construction of the improvements or alterations; provided that Lessor approves such parties. All other subcontractors and vendors used by Sublessee will be subject to the prior consent of Sublessor and Lessor. Sublessor shall use reasonable efforts to assist Sublessee in obtaining Lessor’s approval for the improvements or alterations, at no cost to Sublessor, but Sublessor will have no liability and this Amendment will not be affected in the event Lessor refuses to consent to any or all of Sublessee’s proposed improvements or alterations. At the expiration of the Expansion Space Term, Sublessee may (to the extent permitted by the Master Lease) and shall (if required by Lessor or Sublessor) remove from the Expansion Space all improvements or alterations (and any Alterations subsequently installed by or on behalf of Sublessee) and Sublessee’s personal property and shall repair any damage and perform any restoration work caused by such removal and shall otherwise comply with the Master Lease requirements for restoration of the Expansion Space“Premises” thereunder.